For ISVs, PSPs, IBs and CTAs

MPD will not recommend enforcement for failure to register as an IB or AP solely for the Covered Activities of a passive software provider (a front end for event contracts and other Commission-regulated derivatives), subject to ten conditions; a Division position, not binding on the Commission.

This letter and the no-action position taken herein are not binding on the Commission. … Any different, changed or omitted material facts or circumstances might render the position taken in this letter void.

1. The PSP, its principals, and any individual engaged in soliciting Users as part of the Covered Activities are not subject to statutory disqualification, absent a waiver by the Division.p. 4, condition 1
2. The PSP provides, and each User acknowledges receipt of, disclosures regarding the PSP's relationship with the relevant Registrant(s), addressing potential conflicts of interest (including fees).p. 4, condition 2
3. The PSP provides, and each User acknowledges receipt of, a risk disclosure statement addressing the risks covered by the risk disclosure statement contained in Commission Regulation 1.55(b), to the extent relevant to the trading activity facilitated by the PSP; the PSP retains a record of the User's acknowledgement. Not applicable where a Registrant is obligated to provide the statement.p. 4, condition 3
4. Users are onboarded as direct members (for DCMs) or customers (for registered FCMs and IBs), and they continue to have the ability to access the respective Registrant independently of the PSP.p. 4, condition 4
5. The PSP adopts and enforces policies and procedures reasonably designed to ensure compliance with applicable Commission and NFA rules regarding communications with the public and marketing as if the PSP were registered as an IB.pp. 4–5, condition 5

• “At no point would the PSP hold, control, or take into custody User assets”
• “generate express "buy" or "sell" signals”
• “or exercise discretion with respect to the routing or execution of User orders”

What the letter allows the software provider to be paid

• Revenue share with the registrant: “which may also agree to share a specified portion of their relevant revenues with the PSP”
• A transaction-based fee charged directly to users: “this agreement may provide for the PSP to charge a transaction-based fee directly to Users”

“persons who are currently compensated on a per-trade basis or by a referral fee as described above would be deemed to be the 'agent' of a futures commission merchant for the purpose of the acceptance of those customer orders”

48 FR 35248, 35250 (1983), as quoted in the letter, p. 2 n. 11

• Wisconsin, filed Apr 2026
• Arizona, filed Apr 2, 2026
• Connecticut, filed Apr 2, 2026
• Illinois, filed Apr 2, 2026
• New York, filed Apr 24, 2026
• New Mexico, filed May 19, 2026
• Minnesota, filed May 19, 2026
• Rhode Island, filed May 28, 2026
• Kentucky, filed Jun 23, 2026