CFTC Staff Issues Major No-Action Relief for Private Fund Managers Pending QEP Exemption Reinstatement - 22 December 2025

The CFTC’s Market Participants Division has issued a significant no-action letter granting interim relief from CPO and CTA registration for certain private fund managers that operate commodity pools offered solely to Qualified Eligible Persons (QEPs).

Key takeaways:

• The relief is aimed at SEC-registered investment advisers managing private funds sold in non-public offeringsexclusively to QEPs.

• Eligible managers may forgo or withdraw from CPO and CTA registration while the Commission considers whether to formally reinstate the former QEP exemption (rescinded in 2012).

• The Division acknowledged that CFTC registration for these managers often results in duplicative and overlapping regulation with the SEC, with limited incremental investor-protection benefits for sophisticated investors.

• Managers relying on the no-action position must meet defined conditions (including Form PF filing and QEP-only participation).

• Importantly, managers are not required to offer redemption rights to existing investors solely due to deregistration under this relief—avoiding disruption to negotiated private-fund liquidity terms.

• The relief applies on an interim basis only, pending Commission rulemaking or a decision not to reinstate the QEP exemption.