Key Takeaways
- • On December 19, 2025, CFTC Division of Market Participants staff issued no-action letter NAL 25-50, partially reinstating the CPO registration exemption for SEC-registered investment advisers managing certain private funds offered solely to qualified eligible persons (QEPs).
- • NAL 25-50 is effective immediately and is aimed at hedge funds and other private funds that were forced to register as CPOs because their derivatives activity exceeded the de minimis limits of Rule 4.13(a)(3).
- • Eligible managers must be RIAs filing Form PF, rely on Section 3(c)(1) or 3(c)(7) of the Investment Company Act, sell without public marketing (unless under Rule 506(c)), reasonably believe every investor is a QEP, and file initial and annual notices directly with CFTC staff.
- • The relief is unavailable to exempt reporting advisers, including certain venture capital fund advisers, and does not extend to pooled vehicles exempt from ICA registration under other provisions.
- • The relief is a temporary measure while the CFTC considers formally reinstating the Rule 4.13(a)(4) exemption, which was repealed in 2012 under Dodd-Frank.
Summary
According to a Mayer Brown legal update, CFTC Division of Market Participants staff on December 19, 2025 issued no-action relief (NAL 25-50) from commodity pool operator (CPO) registration for SEC-registered investment advisers to certain private funds. The relief effectively reinstates the registration exemption that Rule 4.13(a)(4) previously provided for managers of funds offered solely to qualified eligible persons, subject to additional conditions. The relief is effective immediately, and the Rule 4.13(a)(3) de minimis exemption remains available to CPOs that qualify under it.
The background is that Rule 4.13(a)(4) exempted QEP-only funds from 2003 until its repeal in 2012 as part of the Dodd-Frank implementation. A subsequent Dodd-Frank amendment expanding the definition of commodity interest to include swaps meant that a single swap could make a vehicle a commodity pool, and its operator a CPO. Staff had granted exemptions only case by case, leaving most private fund managers without a broad exemption. Managers whose funds used derivatives for exposure or hedging have generally needed to register or rely on the de minimis exemption, which requires ongoing monitoring and bars marketing the fund as a vehicle for trading commodity futures or options.
To qualify, a manager must be required to register as a CPO or eligible for another exemption such as Rule 4.13(a)(3); be an RIA that files Form PF for each covered fund; offer the fund in a manner exempt from Securities Act registration without public marketing (unless under Rule 506(c)); reasonably believe each investor is a QEP; and satisfy the initial and annual notice requirements of Rule 4.13(b) by emailing CFTC staff directly rather than the National Futures Association. Managers deregistering under the relief need not give investors redemption rights, and they are also relieved of any obligation to register as a commodity trading advisor for covered pools.
Mayer Brown characterizes the relief as welcome for managers who had to register or closely monitor derivatives positions, and as evidence that the CFTC's deregulatory initiatives are being implemented by staff. The firm notes limits: relief is available only to RIAs, not exempt reporting advisers such as certain venture capital advisers, and generally only for funds relying on ICA Section 3(c)(1) or 3(c)(7). Annual notice obligations under NAL 25-50 and Rule 4.13(a)(3) remain in force.
The background is that Rule 4.13(a)(4) exempted QEP-only funds from 2003 until its repeal in 2012 as part of the Dodd-Frank implementation. A subsequent Dodd-Frank amendment expanding the definition of commodity interest to include swaps meant that a single swap could make a vehicle a commodity pool, and its operator a CPO. Staff had granted exemptions only case by case, leaving most private fund managers without a broad exemption. Managers whose funds used derivatives for exposure or hedging have generally needed to register or rely on the de minimis exemption, which requires ongoing monitoring and bars marketing the fund as a vehicle for trading commodity futures or options.
To qualify, a manager must be required to register as a CPO or eligible for another exemption such as Rule 4.13(a)(3); be an RIA that files Form PF for each covered fund; offer the fund in a manner exempt from Securities Act registration without public marketing (unless under Rule 506(c)); reasonably believe each investor is a QEP; and satisfy the initial and annual notice requirements of Rule 4.13(b) by emailing CFTC staff directly rather than the National Futures Association. Managers deregistering under the relief need not give investors redemption rights, and they are also relieved of any obligation to register as a commodity trading advisor for covered pools.
Mayer Brown characterizes the relief as welcome for managers who had to register or closely monitor derivatives positions, and as evidence that the CFTC's deregulatory initiatives are being implemented by staff. The firm notes limits: relief is available only to RIAs, not exempt reporting advisers such as certain venture capital advisers, and generally only for funds relying on ICA Section 3(c)(1) or 3(c)(7). Annual notice obligations under NAL 25-50 and Rule 4.13(a)(3) remain in force.
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