Extension of Time-Limited No-Action Position from Part 45 and Part 46 Requirements for Non-U.S. Swap Dealers and Major Swap Participants

CFTC Letter No. 25-16 No-Action June 23, 2025
U.S. COMMODITY FUTURES TRADING COMMISSION
Three Lafayette Centre
1155 21st Street, NW, Washington, DC 20581
Telephone: (202) 418-5000
Rahul Varma
Acting Director
Extension of Time-Limited No-Action Position from Certain Requirements of Part 45 and Part 46 of the Commission’s Regulations, for Certain Swap Dealers and Major Swap Participants Established under the Laws of Australia, Canada, the European Union, Japan, Switzerland or the United Kingdom This letter responds to a request received by the Division of Market Oversight (“DMO” or the “Division”) of the Commodity Futures Trading Commission (the “Commission” or “CFTC”), pursuant to Commission Regulation 140.99, to extend certain staff no-action position provided in CFTC Letter No. 22-14.1
I. Background
On December 20, 2013, the Division issued CFTC Letter No. 13-75. The letter provided Commission-registered swap dealers (“SDs”) and major swap participants (“MSPs”) that are non-U.S. persons2 established under the laws of Australia, Canada, the European Union, Japan or Switzerland (collectively, the “Prior Jurisdictions”), and that are not part of an affiliated group in which the ultimate parent entity is a U.S. SD, U.S. MSP, U.S. bank, U.S. financial holding company or U.S. bank holding company, with a time-limited no-action position from certain requirements of the swap data reporting rules set forth in Part 453 and Part 464 of the Commission’s regulations (collectively, the “SDR Reporting Rules”). During April 2019, the Division expanded its no-action position to cover non-U.S. SDs and non-U.S. MSPs established under the laws of the United Kingdom (collectively with the Prior Jurisdictions, the “Enumerated 1 Letter from the Institute of International Bankers, the International Swaps and Derivatives Association, and the Securities Industry and Financial Markets Association, Request for Extension of No-Action Letter 22-14 (March 26, 2025) (the “Request Letter”). 2 For purposes of this letter, the term “U.S. person” has the meaning used in the Commission’s Interpretive Guidance and Policy Statement Regarding Compliance with Certain Swap Regulations, 78 Fed. Reg. 45292 (July 26, 2013) (hereinafter “Cross-Border Guidance”), and a person that is not a U.S. person is a “non-U.S. person.” For purposes of this letter, an SD that is a non-U.S. person is a “non-U.S. SD” and an MSP that is a non-U.S. person is a “non-U.S. MSP.” 3 Swap Data Recordkeeping and Reporting Requirements, 77 Fed. Reg. 2136 (January 13, 2012). 4 Swap Data Recordkeeping and Reporting Requirements: Pre-Enactment and Transition Swaps, 77 Fed. Reg. 35200 (June 12, 2012). Division of Market Oversight

2
Jurisdictions”) in CFTC Letter No. 19-09.5
The Division extended its no-action position on November 18, 2020 in CFTC Letter No. 20-37. CFTC Letter No. 20-37 was set to expire no later than December 1, 2022.6 The Division again extended its no-action position on October 28, 2022, in CFTC Letter No. 22-14, which is currently set to expire no later than December 1, 2025.7

As noted in the Request Letter and the prior no-action letters, the Commission has not yet issued comparability determinations with respect to the SDR Reporting Rules.8 The Division understands that the Commission and regulators from the Enumerated Jurisdictions have not reached an arrangement regarding swap data sharing. The Division continues to take steps necessary to issue comparability determinations, including amending rules governing certain foreign and domestic authorities’ access to swap data maintained by swap data repositories (“SDRs”)9 and adopting technical guidance published by Financial Stability Board (“FSB”) and CPMI-IOSCO working groups for standardizing OTC derivatives data. The amended rules adopting certain FSB and CPMI-IOSCO technical guidance were published on November 25, 2020,10 making comprehensive changes to Parts 45 and 46 (“Amended SDR Reporting Rules”).11 The Division continues to work to address the outstanding issues impeding the Commission’s substituted compliance determinations, as it is committed to working cooperatively with the Enumerated Jurisdictions in this regard, including evaluating requests for substituted compliance. To provide adequate time to allow for a successful resolution to the outstanding issues, the Division believes that it is appropriate to provide an additional extension of the no-action position provided in CFTC Letter No. 22-14.
II. Extension of No-Action Position
(i) Based on the foregoing, and subject to clause (ii) below, the Division will not recommend that the Commission take an enforcement action against a non-U.S. SD or a non-U.S. MSP established in Australia, Canada, the European Union, Japan, Switzerland or the United Kingdom, that is not part of an affiliated group in which the ultimate parent entity is a U.S. SD, U.S. MSP, U.S. bank, U.S. 5 See CFTC Letter 19-09 (Apr. 5, 2019). 6 See CFTC Letter 20-37 (Nov. 18, 2020). 7 See CFTC Letter 22-14 (Oct. 28, 2022). 8 The process for comparability determinations is discussed in the Cross-Border Guidance. See 78 Fed. Reg. at 45344-45. 9 Amendments to the Swap Data Access Provisions of Part 49 and Certain Other Matters, 83 Fed. Reg. 27410 (June 12, 2018). 10 Swap Data Recordkeeping and Reporting Requirements, 85 Fed. Reg. 75503, 75550 (November 25, 2020); See also Order Designating the Unique Product Identifier and Product Classification System to be Used in Recordkeeping and Swap Data Reporting, 88 Fed. Reg. 11790, 11791 (Feb. 24, 2023). 11 For example, CPMI-IOSCO’s Governance Arrangements for critical OTC derivatives data elements (other than UTI and UPI) published in October 2019 recommended that jurisdictions implement CDE by October 2022.

3 financial holding company, or U.S. bank holding company, for failure to comply with the requirements of the Amended SDR Reporting Rules with respect to its swaps with non-U.S. counterparties that are not guaranteed affiliates, or conduit affiliates,12 of a U.S. person, until the earlier of: (a) 30 days following the issuance of a comparability determination by the Commission with respect to the Amended SDR Reporting Rules for the jurisdiction in which the non-U.S. SD or non-U.S. MSP is established, and (b) the applicable compliance date of a Commission action addressing such obligations. For purposes of the foregoing sentence, the term “Commission action” may include, without limitation, a rulemaking or order addressing an obligation covered by the no-action positions set forth in this letter. (ii) The no-action position provided in this letter does not extend to the recordkeeping requirements of Commission Regulations 45.2,13 45.6, 46.2 and 46.4.14 The no-action position provided herein is provided to certain non-U.S. SDs and non-U.S. MSPs, as specified herein, and does not extend to any other entities with reporting obligations under the Amended SDR Reporting Rules.15 This letter, and the no-action position taken herein, represent the views of the Division only, and do not necessarily represent the position or views of the Commission or of any other division or office of the Commission’s staff. This letter and the no-action positions taken herein 12 For purposes of this letter, the terms “guaranteed affiliate” and “conduit affiliate” have the respective meanings used for those terms in the Cross-Border Guidance. 13 The requirement in Commission Regulation 45.2(a)(4) that the records required to be kept by an SD or MSP include, without limitation, all records required by Part 23 of the Commission’s regulations, is independently governed by the applicability of such underlying Part 23 requirements. 14 However, during the period of this no-action position, the Division will not recommend an enforcement action based on the failure by a non-U.S. SD or non-U.S. MSP, in the records that the non-U.S. SD or non-U.S. MSP is required to maintain pursuant to Commission Regulations 45.2, 45.6, 46.2 and 46.4, to identify a non-U.S. counterparty to a swap by means of a legal entity identifier, or “LEI”, issued pursuant to Part 45 of the Commission’s regulations, if: (i) the counterparty’s LEI is not publicly available, (ii) the counterparty has not already provided its LEI to the non-U.S. SD or non-U.S. MSP, and (iii) the counterparty does not provide its LEI to the non-U.S. SD or non-U.S. MSP in connection with the swap transaction, provided that the non-U.S. SD or non-U.S. MSP generates a substitute counterparty identifier for such counterparty and utilizes such identifier in the records that the non-U.S. SD or non-U.S. MSP is required to maintain pursuant to Commission Regulations 45.2, 45.6, 46.2 and 46.4. 15 For example, the Part 45 reporting
obligations of a swap execution facility (“SEF”) or designated contract market (“DCM”), with respect to swaps executed on or pursuant to the rules of such SEF or DCM, are not affected by the no-action position provided herein.

4 are not binding on the Commission or other Commission staff.
16 The no-action position taken herein does not excuse affected persons relying on it from compliance with any other applicable requirements contained in the Commodity Exchange Act or the regulations thereunder. Further, this letter, and the positions taken herein, are based upon the facts and circumstances presented to Division staff. Any different, changed, or omitted material facts or circumstances might render this letter void. Finally, as with all no-action letters, the Division retains the authority to condition further, modify, suspend, terminate or otherwise restrict the terms of the no-action position provided herein, in its discretion. Should you have any questions concerning this correspondence, please contact Paul Chaffin, Division of Market Oversight, at (202) 418-5185 or pchaffin@cftc.gov; Isabella Bergstein, Division of Market Oversight, at (202) 993-1384 or ibergstein@cftc.gov; or Owen Kopon, Division of Market Oversight, at (202) 418-5360 or okopon@cftc.gov. Sincerely, Rahul Varma Acting Director Division of Market Oversight 16 See 17 CFR § 140.99(a)(2) (“A no-action letter binds only the issuing Division… and not the Commission or other Commission staff.”).