Major Swap Participant (MSP)

Section 1a(33) of the Commodity Exchange Act (Act) defines, in general, an MSP as a person (which includes entities) that is not a Swap Dealer (SD) and:

• Maintains a substantial position in swaps for any of the major swap categories (with certain hedging and benefit plan exclusions);
• Whose outstanding swaps create substantial counterparty exposure that could have serious adverse effects on the financial stability of the US banking system or financial markets; or
• Is a financial entity that is highly leveraged relative to the amount of capital it holds and that is not subject to capital requirements established by an appropriate Federal banking agency and maintains a substantial position in outstanding swaps in any major category as determined by the CFTC.

The CFTC's final rules further define an MSP.

MSPs are required to be registered with the CFTC. Provisional registration will be granted to an MSP that has submitted a complete Form 7-R application; complete Form 8-R applications and fingerprint cards for all of its principals; and documentation required to demonstrate compliance with regulations implementing Sections 4s(e), 4s(f), 4s(g), 4s(h), 4s(i), 4s(j), 4s(k), or 4s(l) of the Commodity Exchange Act (Section 4s Implementing Regulations) as are applicable to the applicant.*

MSPs may now apply for registration.  However, do not submit the documentation required to demonstrate compliance with the Section 4s Implementing Regulations prior to March 19, 2012. NFA will provide information before March 19, 2012, as to how to submit this documentation to NFA.

Once provisional registration is granted, NFA will review the documentation to determine whether it demonstrates compliance with the applicable Section 4s Implementing Regulations. Provisional registration will be maintained as long as the MSP continues to submit the documentation required to demonstrate compliance with additional Section 4s Implementing Regulations on or before the date compliance with those requirements is required and NFA determines that the documentation demonstrates compliance with them. Failure to submit the required documentation with the Section 4s Implementing Regulations as they become applicable or if NFA determines that the submitted documentation does not demonstrate compliance with them may result in the withdrawal of the MSP's application. A provisionally registered MSP will be granted full registration when compliance with all of the Section 4s Implementing Regulations  is required; the MSP is in compliance with all such requirements; and neither the MSP nor any of its principals are statutorily disqualified from registration pursuant to Sections 8a(2) and (3) of the Act.

The CFTC has adopted a rule requiring registered MSPs to be Members of NFA.

Specifically, an MSP is required to file the following:

• A completed online Form 7-R (includes NFA membership sections)
• A non-refundable application fee of $15,000.00
• NFA Membership Dues (amount to be determined and assessed at a later date by NFA's Board of Directors)
• Documentation required to demonstrate compliance with Section 4s Implementing Regulations applicable to it

An MSP is required to file the following for its principals

• A completed online Form 8-R
• Fingerprint Cards
• A nonrefundable Principal application fee of $85.00^**

Associated Persons of MSPs

Section 1a(4) of the CEA and CFTC Regulation 1.3(aa)(6) define an Associated Person of an MSP as a natural person who is associated with an MSP in any capacity that involves the solicitation or acceptance of swaps or the supervision of any person so engaged. Section 4s(b)(6) of the CEA and CFTC Regulation 23.22(b) prohibit MSPs from permitting an Associated Person of an MSP who is subject to a statutory disqualification under Section 8a(2) or 8a(3) of the CEA to effect or be involved in effecting swaps on behalf of the MSP, if the MSP knows, or in the exercise of reasonable care should know, of the statutory disqualification.

Associated Persons of an MSP do not need to be registered with the CFTC and none of NFA's current proficiency requirements apply to Associated Persons of an MSP.

It is the MSP's obligation to determine whether or not a statutory disqualification exists for one of its APs.  If a statutory disqualification exists, the MSP may elect to file a Statutory Disqualification Form electronically via NFA's EasyFile system for a determination as to whether NFA would have granted the person registration as an AP despite the statutory disqualification.  NFA will assume that each matter being submitted to NFA is a statutory disqualification.  The MSP should not submit information to NFA to determine whether or not the statutory disqualification exists.  Based solely on the information that the MSP electronically reports on the Statutory Disqualification Form via NFA's EasyFile system, NFA will notify the MSP whether or not NFA would have granted the person registration as an AP despite the statutory disqualification.

If the MSP has already determined that a statutory disqualification exists for one of its APs, it can use these templates to assist in filing the form electronically in NFA's EasyFile system.  NFA will NOT accept a form submitted via fax, mail or email.  Please go to NFA's EasyFIle system to complete these forms electronically for NFA's review.

• Template of Criminal Statutory Disqualification Form 
• Template of Regulatory Statutory Disqualification Form

MSPs should NOT submit supporting documentation in connection with Criminal or Regulatory Statutory Disqualification Form.  NFA will make its determination based solely on the information reported on the form.

For additional information see the CFTC No-Action Relief from Statutory Disqualification Prohibition http://www.cftc.gov/ucm/groups/public/@lrlettergeneral/documents/letter/12-15.pdf

^*The Commodity Exchange Act imposes substantive ongoing compliance requirements for MSPs in a number of areas including capital and margin, reporting and recordkeeping, daily trading records, business conduct standards, documentation standards, monitoring of trading, risk management procedures, disclosure of information, ability to obtain information, conflicts of interest, segregation of collateral, and a requirement that each MSP designate a chief compliance officer who is a principal of the firm. The CFTC has proposed or will propose the Section 4s Implementing Regulations pertaining to these ongoing compliance requirements.

^**An application fee is not required if the individual is currently registered with the CFTC in any capacity or is listed as a principal of a current CFTC registrant. 

Click here if you do not already have access to NFA's Online Registration System.