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ARTICLE · 11 DECEMBER 2025

CFTC Provides CPO-Registration Relief For Certain Credit Risk Transfer SPVs

Hogan Lovells Cadwalader
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On November 21, 2025 the CFTC's Market Participants Division ("MPD") issued Letter No. 25-37, a no-action letter providing CPO-registration relief to operators of certain credit risk transfer ("CRT") transactions structured through special purpose vehicles ("SPVs").

United StatesFinance and Banking
Peter Y. Malyshev
Peter Y. Malyshev
Eli Lee
Eli Lee
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On November 21, 2025 the CFTC's Market Participants Division ("MPD") issued Letter No. 25-37, a no-action letter providing CPO-registration relief to operators of certain credit risk transfer ("CRT") transactions structured through special purpose vehicles ("SPVs"). The letter responds to a request submitted by the Structured Finance Association ("SFA") on behalf of prudentially regulated financial institutions that use CRTs to manage balance-sheet risk by transferring the risk to sophisticated investors via SPVs. It states that, subject to specified conditions, MPD will not recommend enforcement against U.S.-regulated banks, their affiliates, or any other person involved in setting up or operating such SPVs for failure to register as commodity pool operators ("CPOs").

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