On December 19, 2025, the Commodity Futures Trading Commission (CFTC) issued “no-action” guidance (CFTC Staff Letter 25-50) that may provide an attractive option for eligible Registered Investment Advisers (RIAs).
Staff Letter 25-20 states the CFTC would not recommend enforcement action against any members that are primarily private fund managers for Qualified Eligible Persons (QEPs) that:
Note: The filing exemption is only available to private fund managers that are RIAs and offer private fund interests solely pursuant to a nonpublic offering under the Securities Act of 1933.
The relief offered in Staff Letter 25-20 is highly similar to an exemption known as the QEP exemption, which was originally adopted by the CFTC in 2003 but subsequently eliminated in 2012. As was required in the original QEP exemption, CPOs who withdraw their registration based on this exemption are not required to offer their fund investors the right to redeem their interests.
In addition to various other facts and circumstances, to qualify as a QEP individuals must own a minimum of $4 million in securities and other investments or have $200,000 or more in margin/premiums for commodity interests. Other types of QEPs include registered investment companies, banks, insurance companies, broker-dealers, pension plans and family offices.
RIAs will need to decide if they want to de-register. Some may decide to keep their registration, as being a CPO/CTA can be important to clients and potential clients. However, we expect eligible RIAs will at least want to explore this exemption, as it will eliminate the need to have dual registration with both the SEC and CFTC. The rules of each organization are often similar, yet in some cases may conflict or be overly burdensome.
The exemption will remain available until the CFTC enacts rules defining the registration exemption; however, issuing this temporary relief signals that it is highly likely the exemption will become permanent.
Contact Keith Stafford or a member of your service team to discuss this topic further.
In this blog Cohen & Co is not rendering legal, accounting, investment, tax or other professional advice. Rather, the information contained in this blog is for general informational purposes only. Any decisions or actions based on the general information contained in this blog should be made or taken only after a detailed review of the specific facts, circumstances and current law with your professional advisers.