The Commodity Futures Trading Commission (CFTC)'s Market Participants Division issued no-action relief to private fund managers that would be required to register as a commodity pool operator (CPO) and/or commodity trading advisor (CTA), but where the funds are limited to qualified eligible persons (QEPs). QEPs include both "qualified purchasers" and "knowledgeable employees" as defined in the Investment Company Act, as well as certain other categories of investors. In 2012, the CFTC rescinded prior Rule 4.13(a)(4) (the "QEP Exemption"), which provided an exemption from registration as a CPO with respect to privately offered commodity pools whose investors were limited to QEPs. However, the CFTC is considering reinstating the QEP Exemption in some form. Accordingly, the no-action letter provides temporary relief while the CFTC contemplates new rules to reinstate the QEP Exemption or publicly determines not to do so. The relief is available to investment advisers registered with the SEC that either (i) are registered or would be required to register with the CFTC as a CPO or (ii) rely on an existing exemption from CPO registration pursuant to CFTC Rule 4.13, with respect to funds: (1) that are exempt from registration under the Securities Act of 1933 and sold without marketing to the public in the U.S. (provided that the prohibition on public marketing does not apply to a Rule 506(c) offering under Reg D); (2) whose investors the CPO reasonably believes are limited to QEPs; and (3) with respect to which the CPO files a Form PF. Private fund managers that meet these conditions can withdraw their CPO or CTA registration or stop filing and affirming exemptions under Rule 4.13, but must file a notice to the CFTC via email informing them that they are relying on the relief. Separately, the no‑action Letter confirms that a CPO relying on the letter would not be required to comply with CFTC Regulation 4.13(e)(2) and offer to participants the right to redeem the participant’s interest in the pool solely with respect to pools for which it is relying on this no‑action position. See CFTC Letter 25-50 below.