Tag Archives: Associated Person

NFA Proposes New Amendments to Bylaw Governing NFA Membership

Proposes Amendments to Bylaw 301(a)(iii)

On June 9th, 2009, the National Futures Association (NFA)  submitted to the Commodity Futures Trading Commission (CFTC) proposed amendments to NFA’s Bylaw 301(a)(ii) regarding eligibility for membership.  The proposed addition states that if any member fails to have at least one principal that is registered as an “associated person”, the NFA shall deem that member’s failure to be a request to withdraw from NFA membership and shall notify that member accordingly. The purpose of this requirement is to ensure that NFA has jurisdiction over at least one principal of every member, and the proposed amendment calls for an assumption of membership withdrawal for any member that terminates its last associated person or principal.

The full NFA proposal can be viewed below.


June 9, 2009

Via Federal Express
Mr. David A. Stawick
Office of the Secretariat
Commodity Futures Trading Commission
Three Lafayette Centre
1155 21st Street, N.W.
Washington, DC 20581

Re: National Futures Association: Eligibility for Membership: Proposed Amendments to NFA Bylaw 301(a)(iii)

Dear Mr. Stawick:

Pursuant to Section 17(j) of the Commodity Exchange Act (“Act”), as amended, National Futures Association (“NFA”) hereby submits to the Commodity Futures Trading Commission (“CFTC” or “Commission”) proposed amendments to NFA’s Bylaw 301(a)(iii) regarding eligibility for membership. This proposal was approved by NFA’s Board of Directors (“Board”) on August 21, 2008.

NFA is invoking the “ten-day” provision of Section 17(j) of the Commodity Exchange Act (“CEA”) and will make this proposal effective ten days after receipt of this submission by the Commission unless the Commission notifies NFA that the Commission has determined to review the proposal for approval.


Mr. David A. Stawick June 9, 2009

(a) Eligibility for Membership

(iii) No person, unless eligible for membership in the contract market category, shall be eligible to become or remain a Member unless at least one of its principals is registered as an “associated person” under the Act and Commission Rules.

(1) If any Member fails to have at least one principal that is registered as an “associated person” NFA shall deem that Member’s failure to be a request to withdraw from NFA membership and shall notify that Member accordingly.


NFA Bylaws currently require that each NFA Member must have an associated person who is also a principal (“AP/Principal”). The purpose of this requirement is to ensure that NFA has jurisdiction over at least one principal of every Member. However, the Bylaws are silent regarding what should happen if, after NFA membership is granted, the Member no longer has an AP/Principal affiliated with it. To prevent the situation in which an approved Member no longer has a principal over whom NFA has jurisdiction, the proposed amendment to Bylaw 301(a)(iii) provides that any NFA Member that terminates its last AP/Principal will be deemed to have requested withdrawal of its NFA membership.

As mentioned earlier, NFA is invoking the “ten-day” provision of Section 17(j) of the Commodity Exchange Act. NFA intends to make the proposed amendments to NFA’s Bylaw 301(a)(iii) regarding eligibility for membership effective ten days after receipt of this submission by the Commission, unless the Commission notifies NFA that the Commission has determined to review the proposal for approval.

Respectfully submitted,

Thomas W. Sexton
Vice President and General Counsel


Please contact us if you have any questions or would like to start a hedge fund. Other related hedge fund law articles include:

NFA Fingerprint Cards

Information on Requesting and Submitting NFA Fingerprint Cards

Those persons who are registering with the CFTC in any capacity (Associated Person of a CPO, CTA, IB) will need to submit fingerprint cards to the NFA prior to their registration being effective. It is also likely that the new forex registration rules will require fingerprint cards from Associated Persons of Forex CPOs, Forex CTAs and Forex IBs.  Below are two announcements from the NFA regarding fingerprint cards.

You can request fingerprint cards from the NFA by calling: 312-781-1410 or 800-621-3570.

You can have the fingerprints done at any local police station.

You will send the fingerprint cards to this address:

Attn: Registration
300 South Riverside Plaza
Suite 1800
Chicago, Illinois 60606

Please note: recently we have seen clients who have had issues with having their fingerprint cards read by the NFA.  If you do not have a local police station take your prints (i.e. you have a notary or other group take the prints), you risk the prints being illegible which will slow down the registration process.  We recommend you always have your prints taken at a police station.


Fingerprint Cards

Fingerprint cards are sent by NFA to the Federal Bureau of Investigation (FBI) to determine if the applicant has a criminal record. To conduct a check of its records the FBI must be able to analyze the print pattern of all 10 fingers. The FBI will reject fingerprint cards that do not have legible patterns for all 10 fingers. For this reason it is very important that you have your fingerprints taken by a person properly trained in rolling fingerprints.

NFA has issued a Registration Advisory [HFLB note: please see below] that provides guidance concerning fingerprinting to assist those who submit applications via the Online Registration System.

NFA can only accept and process a complete FBI “applicant card”. Applicants are encouraged to submit more than one set of fingerprints with their application to avoid delays in obtaining additional sets if necessary for processing.

We will return any fingerprint cards we receive which are incomplete or not an applicant card to the registrant and request new cards be sent as soon as possible.

NFA offers a fingerprinting service for NFA applicants at the Chicago office (300 South Riverside Plaza, Suite 1800) between the hours of 8:30 a.m. and 4:00 p.m. for $15 (cash, check or money order). In order to use NFA’s fingerprint service, visitors must be pre-registered in the building’s visitor registry. Visitors should contact NFA’s Information Center (either by phone at 312-781-1410 or send an email to [email protected]) to register their name and date of visit so they can receive access to NFA’s offices on the 18th floor. NFA recommends that visitors pre-register at least a day prior to their visit.

All individuals being fingerprinted will be required to present two forms of identification, one of which is a valid picture ID issued by a government agency, in order to verify the identity of the person being fingerprinted. NFA now submits digital images of fingerprints to the FBI for criminal background checks. Results are received in three days or less, and in some cases within several hours, resulting in a faster and more efficient registration process. If you have any questions regarding the fingerprint process, please contact NFA’s Information Center at 312-781-1410 or 800-621-3570.


Registration Advisory – Fingerprinting
July 29, 2005

As part of a 2003 Report to Congress (GAO-03-795), the United States Government Accountability Office identified potential weaknesses in controls with respect to the fingerprinting of individuals who submit fingerprints in connection with registration applications in the futures and securities industries. NFA is providing the following guidance to assist Members who submit applications via NFA’s Online Registration System (ORS).

Members are responsible for performing due diligence and establishing appropriate procedures in the hiring process. Members are required to submit fingerprint cards for each of their applicants for registration as associated persons or for approval as a principal. Members should use all available information gathered in the hiring process (both from the ORS application information and from any other hiring due diligence procedures such as background checks and employment references) to confirm that the person being fingerprinted is the same person submitting an application via ORS.

Members should consider incorporating the following fingerprinting practices in connection with filing registration applications in the futures industry. These recommended practices are intended to enhance the integrity of the fingerprinting process and complement Members’ existing procedures used to verify that the fingerprint card contains the fingerprints of the person whose application has been filed.

Members that use their own personnel to take fingerprints should consider:

  • Establishing and communicating internal fingerprinting procedures, and periodically reviewing and updating them;
  • Limiting the number of employees who are responsible for the fingerprinting process;
  • Training those employees to roll high-resolution fingerprints that will be accepted by the FBI; and
  • Training those employees to require the person being fingerprinted to present two forms of identification, one of which is a valid picture ID issued by a government agency, in order to verify the identity of the person being fingerprinted.

Members that use third parties to take fingerprints should consider requiring individuals to be fingerprinted at a location where the persons taking the fingerprints are likely to verify identity as well as the authenticity of identification cards presented, such as law enforcement offices and NFA’s Chicago office. Other locations that may provide fingerprinting services and that would be appropriate include military bases, government agencies and self-regulatory organizations.

If you have any questions regarding the information contained in this Advisory, please contact NFA’s Information Center at (800) 621-3570.

How to register as a CPO or a CTA

Many hedge fund managers choose to utilize futures and/or commodities in their trading purposes. Generally such managers will need to register as commodity pool operators (“CPO”) and as commodity trading advisors (“CTA”). The hedge fund itself will be deemed to be a commodity pool. For purposes of the Commodities Exchange Act (“CEA”), a future and commodity are functionally equal as it relates to hedge fund manager registration. Registration as a CPO or a CTA is an often overlooked part of the hedge fund formation process. Your attorney should discuss the requirements for registration and whether any exemptions from registration are available.

In addition to hedge fund managers, retail foreign exchange (“Forex”) managers may very soon be required to register because of the recently passed “Farm Bill.” The retail Forex markets have been very loosely regulated and the CFTC and NFA have been clamoring for authority to regulate this are of the markets. Accordingly, this article will give you the basics on how to register as a CPO and/or a CTA.

A very general outline of the CPO registration process is as follows:

Prerequisite – the Series 3 exam

Each CPO or CTA firm will need to have at least one Associated Person (AP). Generally an AP will be anyone in the firm who has contact with clients in something more than a purely administrative or clerical role. All managers and non-clerical employees will be APs. All APs must have passed the Series 3 exam. Information on the Series 3 exam:

  • Series 3 (National Commodity Futures Examination)
  • Cost: $95
  • Number of Questions: 120 True/False and Multiple Choice
  • Subject Matter: (part 1) Market knowledge and (part 2) U.S. regulations
  • Time: 2 hours 30 minutes
  • Passing Score: 70% for each part

Like the Series 65 exam, I highly recommend you spend plenty of time studying for the exam. If you would like some suggestions on various study guides, please let me know.

Filing the application forms with the NFA

During this process your compliance professional will: gain access to the NFA’s registration system on your behalf, input certain basic information on the Form 7-R (for your CPO/CTA firm) and Form 8-R (for the initial AP) – generally you will provide this information to your compliance professional prior to completing these forms, and submit the 7-R and 8-R on your firms behalf.

After the Form 7-R and 8-R have been submitted you will need to pay for registration ($200 registration fee for the CPO or CTA; $85 for each associated person or principal; $750 for NFA membership (this is an annual fee)). After payment has been submitted, the NFA will review your application. Typically registration should be complete within about 3-5 weeks. The next step will be to have your disclosure document approved by the NFA – your compliance professional can help you with this process.

You will be able to check on your registration through the NFA’s BASIC system.


According to the CFTC website, the definition of CPO and CTA are as follows:

Commodity Pool Operator (CPO): A person engaged in a business similar to an investment trust or a syndicate and who solicits or accepts funds, securities, or property for the purpose of trading commodity futures contracts or commodity options. The commodity pool operator either itself makes trading decisions on behalf of the pool or engages a commodity trading advisor to do so.

Commodity Trading Advisor (CTA): A person who, for pay, regularly engages in the business of advising others as to the value of commodity futures or options or the advisability of trading in commodity futures or options, or issues analyses or reports concerning commodity futures or options.

Associated Person (AP): An individual who solicits or accepts (other than in a clerical capacity) orders, discretionary accounts, or participation in a commodity pool, or supervises any individual so engaged, on behalf of a futures commission merchant, an introducing broker, a commodity trading advisor, a commodity pool operator, or an agricultural trade option merchant.