On February 26, 2026, CFTC’s Market Participants Division (“MPD”) issued a further Staff No-Action Letter No. 26-06, extending the relief issued on December 19, 2025 in Staff No-Action Letter No. 25-50.  CFTC Letter 26-06 reissued the relief provided under CFTC Letter 25-50 (discussed below) and provided a helpful no-action position on CPO registration to CPOs who delegate their CPO responsibilities where the criteria of both CFTC Letter 25-50 and Staff No-Action Letter No. 14-126 are satisfied except that the designated CPO to whom responsibility has been delegated is exempt under CFTC Letter 25-50 instead of being a registered CPO as was required by CFTC Letter 14-126.

Relief Under Letter 25-50

CFTC Letter 25-50 provides interim no-action relief from CPO and Commodity Trading Advisor (“CTA”) registration for certain private fund managers operating pools offered exclusively to Qualified Eligible Persons (“QEPs”). The relief is intended to apply while the Commission considers whether to reinstate the former QEP exemption that was rescinded in 2012.

Under the no-action position, MPD stated that it will not recommend enforcement action against a person that fails to register, or withdraws from registration, as a commodity pool operator, provided that the person satisfies the following six conditions:

(1) The person is currently registered as a commodity pool operator, or would otherwise be required to be registered as a commodity pool operator for its commodity pool operations, or relies upon an existing exemption from such CPO registration under CFTC Regulation 4.13, unless and until the Commission promulgates regulations reinstating the QEP exemption.

(2) The person is registered with the SEC as an investment adviser.

(3) The interests of the pool operated by the person are exempt from registration under the Securities Act and are sold without marketing to the public in the United States, provided that the prohibition on marketing to the public does not apply to a pool that is also offered pursuant to Rule 506(c).

(4) The person reasonably believes, at the time of investment or at the time of relying on the no-action position from CPO registration, that each pool participant meets the Qualified Eligible Person definition set forth in CFTC Regulation 4.7(a)(6).

(5) The person files Form PF with the SEC with respect to the pool or pools covered by the no-action position, and that Form PF filing is received by the CFTC.

(6) The person complies with the requirements of CFTC Regulations 4.13(b), other than paragraph (b)(2), and 4.13(c), as if reliance on the no-action position were an exemption from registration under Regulation 4.13(a), except that notices documenting reliance on this no-action position must be filed by email to [email protected]. A notice that is materially complete will be considered effective upon submission to the Division by email.

Solely with respect to pools for which a manager qualifies for and elects to rely on this no-action position, MPD confirmed that it will not recommend enforcement action if the manager fails to register, or withdraws from registration, as a CTA. Importantly, MPD also confirmed that a manager relying on this no-action position would not be required to comply with the mandatory investor redemption requirements in CFTC Regulation 4.13(e)(2) with respect to those pools, thereby avoiding the need to alter negotiated liquidity terms in existing private funds.

Technically, this no-action relief represents the views of MPD staff only and is not binding on the Commission. It applies solely to managers who meet all stated conditions and will remain in effect until the Commission completes rulemaking to reinstate the QEP exemption, or decides against doing so.

AIMA will continue to engage with the CFTC on formal reinstatement of the QEP exemption. Although the relief is temporary, it marked a good first step toward reinstating the practical relief offered under Regulation 4.13(a)(4) before its rescission. We have strongly advocated for the prior scope of relief under Regualtion 4.13(a)(4) to be restored, submitting a formal petition in August 2025 for the CFTC to do so. Consideration of a new Regulation 4.13(a)(4) has since been added to the CFTC's regulatory flexibility agenda. 

We also continue to work with legal experts to help managers members work through the practicalities so they can take the fullest possible advantage of the relief offered under CFTC Letter 25-50 and now CFTC Letter 26-06. 

For questions related to this summary or AIMA’s related efforts, please contact Joe Engelhard or Suzan Rose.