Jacob Spicer

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The U.S. Commodity Futures Trading Commission’s (“CFTC”) Market Participants Division (the “Division”) issued No-Action Letter No. 25-50 (the “No-Action Letter”) on December 19, 2025, effectively temporarily reinstating former CFTC Regulation 4.13(a)(4) (the “QEP Exemption”), which was rescinded by the CFTC in 2012.  The No-Action relief is available until the CFTC promulgates rules addressing the reinstatement of the QEP Exemption.  This No-Action Letter affords options to reduce compliance burdens for a private fund manager that is a registered investment adviser with the Securities and Exchange Commission (“SEC”) that currently is also either registered as a commodity pool operator (“CPO”) with the CFTC or relies on CFTC Regulation 4.13(a)(3) with respect to its commodity interest trading for private funds. 

Under Regulation D Rule 506(c) of the Securities Act of 1933, private funds may generally solicit and advertise their offerings, but all purchasers must be verified as accredited investors before being allowed to invest. The requirements for verification go beyond self-certification (such as checking a box in the subscription documents), which is the common practice…

Introduction

The Financial Crimes Enforcement Network (“FinCEN”), a bureau of the U.S. Department of the Treasury (the “Treasury”), issued a final rule (the “Final Rule”), adding investment advisers to the definition of “financial institution” under the regulations that implement the Bank Secrecy Act (the “BSA”).  The Final…

In 2023, the Securities and Exchange Commission (the “SEC”) adopted amendments and issued guidance to modernize the rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (the “Exchange Act”) when a person acquires more than 5% beneficial ownership of a voting class of equity securities registered under Section 12 of the Exchange Act. 

SEC Charges Companies for Failing to Timely File Form D in Violation of Regulation D

On December 20, 2024, the U.S. Securities and Exchange Commission (the “SEC”) announced charges against two private companies and one registered investment adviser (the “Parties”).  These charges asserted that the Parties violated Rule 503 of Regulation…