MEMORANDUM OF UNDERSTANDING 

United States Commodity Futures Trading 

Commission 

I. O APRA 

. Australian. Prudential Regulation 

Authority · 

COOPERATION AND THE EXCHANGE OF INFORMATION 

RELATED TO THE SUPERVISION OF COVERED FIRMS 

13 April, 2015 
MEMORANDUM OF UNDERSTANDING CONCERNING COOPERATION 

AND THE EXCHANGE OF INFORMATION RELATED TO 

THE SUPERVISION OF COVERED FIRMS 

In view of the growing globalisation ofthe world's financial markets and the increase in crossborder operations and activities of regulated entities, the United States Commodity Futures Trading 

Commission and the Australian Prudential Regulation Authority Gointly, the "Authorities") have 

reached this Memorandum of Understanding ("MOU") regarding cooperation and the exchange of 

information in the supervision and oversight of certain regulated firms that operate on a crossborder basis in both the United States and Australia. The Authorities express, through this MOU, 

their willingness to cooperate with each other in the interest of fulfilling their respective regulatory 

mandates regarding derivatives markets, particularly in the areas of: protecting customers; fostering 

the integrity of and maintaining confidence in financial markets; and reducing systemic risk. 

ARTICLE ONE: DEFINITIONS 

For purposes of this MOU: 

1. "Authority" means: 

a. In the United States, the Commodity Futures Trading Commission ("CFTC"); or 

b. In Australia, the Australian Prudential Regulation Authority ("APRA"). 

2. "Requesting Authority" means an Authority making a request under this MOU. 

3. "Requested Authority" means the Authority to whom a request is made under this MOU. 

4. "Laws and Regulations" means: 

a. For the CFTC, the Commodity Exchange Act ("CEA"), Dodd-Frank Wall Street 

Reform and Consumer Protection Act, CFTC regulations, and other applicable legal 

or regulatory requirements in the United States; and 

b. For APRA, the Australian Prudential Regulation Authority Act 1998, the Banking 

Act 1959, regulations made pursuant to those and other applicable laws, prudential 

standards, and other applicable legal or regulatory requirements in Australia. 

5. "Covered Firm" means an entity physically located in either the United States or 

Australia that satisfies both of the following criteria: 

a. A swap dealer ("SD") or major swap participant ("MSP") that is, or that has applied 

to be, registered as such under the CEA; and 

b. An Authorised Deposit-taking Institution that is, or that has applied to be, regulated 

and supervised by APRA ("FI"). 
6. "Derivatives Activities and Conduct" means: 

a. For the CFTC, activities and conduct of a Covered Firm with respect to: (1) a 

contract for the purchase or sale of a commodity for future delivery; (2) a security 

futures product; (3) a swap; (4) any agreement, contract, or transaction described 

in Section 2(c)(2)(C)(i) or (D)(i) of the CEA; (5) any commodity option 

authorized under Section 4c of the CEA; (6) any leverage transaction authorized 

under Section 19 of the CEA; or (7) any cash or forward transaction related to 

(1)-(6) above; and 

b. For APRA, the derivatives activities of an FI, including, but not limited to, those 

,transacted through a domestic or overseas clearing and settlement facility, traded 

on an exchange, or transacted over the counter, and includes cash and forward 

transactions relating to them. 

7. "Covered Matters" means all Derivatives Activities and Conduct of a Covered Firm 

that are governed by Laws and Regulations. 

8. "Person" means a natural person, unincorporated association, partnership, trust, 

investment company, or corporation, and may be a Covered Firm. 

9. "Books and Records" means documents, electronic media, and books and records 

within the possession, custody, and control of, and other information about, a 

Covered Firm. 

10. "On-Site Visit" means any regulatory visit to the premises of a Covered Firm for the 

purposes of ongoing supervision and oversight including the inspection of Books and 

Records. 

11. "Local Authority" means the Authority in whose jurisdiction a Covered Firm that is 

the subject of an On-Site Visit is physically located. 

12. "Visiting Authority" means the Authority conducting an On-Site Visit. 

13. "Emergency Situation" means the occurrence of an event that could materially impair 

the financial or operational condition of a Covered Firm. 

14. "Governmental Entity or Third Authority" means: 

a. The U.S. Department ofthe Treasury or the U.S. Board of Governors ofthe 

Federal Reserve System, ifthe Requesting Authority is the CFTC; and 

b. The Australian Department of the Treasury, any Minister assigned responsibility 

for APRA's functions, the Reserve Bank of Australia, or the Australian Securities 

and Investments Commission, if the Requesting Authority is APRA. 

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ARTICLE TWO: GENERAL PROVISIONS 

15. This MOU is a statement of intent to consult, cooperate, and exchange information in 

connection with the supervision and oversight of Covered Firms with respect to their 

Covered Matters. The cooperation and information sharing arrangements under this 

MOU should be interpreted and implemented in a manner that is permitted by, and 

consistent with, the laws and requirements that govern each Authority. With respect 

to cooperation pursuant to this MOU, as at the date this arrangement is executed, 

each Authority believes that no domestic secrecy or blocking laws or regulations 

should prevent an Authority from providing assistance to the other Authority. The 

Authorities anticipate that cooperation primarily will be achieved through ongoing 

consultations, supplemented as needed, including through mutual assistance in 

obtaining information related to Covered Firms. The provisions of this MOU are 

intended to support both consultations and cooperation, as well as to facilitate the 

written exchange of non-public information in accordance with applicable laws. 

16. This MOU does not create any legally binding obligations, confer any rights, or 

supersede domestic laws. This MOU does not confer upon any Person the right or 

ability directly or indirectly to obtain, suppress, or exclude any information or to 

challenge the execution of a request for assistance under this MOU. 

17. This MOU is not intended to limit or condition the discretion of an Authority in any 

way in the discharge of its regulatory responsibilities or to prejudice the individual 

responsibilities or autonomy of any Authority. This MOU does not limit an 

Authority to taking solely those measures described herein in fulfillment of its 

supervisory functions. Nor does this MOU preclude Authorities from sharing 

information or documents with respect to Persons that are not Covered Firms but 

may be subject to regulatory requirements in the United States and in Australia. In 

particular, this MOU does not affect any right of any Authority to communicate with, 

conduct an On-Site Visit of (subject to the procedures described in Article Five), or 

obtain information or documents from any Person subject to its jurisdiction that is 

physically located in the jurisdiction of another Authority. 

18. This MOU is intended to complement but does not alter the terms and conditions of 

existing arrangements. 

19. To facilitate cooperation under this MOU, the Authorities hereby designate contact 

persons as set forth in Appendix A, which may be amended from time to time by an 

Authority transmitting revised contact information in writing to the other Authority. 

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ARTICLE THREE: SCOPE OF SUPERVISORY CONSULTATION, COOPERATION, 

AND EXCHANGE OF INFORMATION 

General 

20. The Authorities recognise the importance of cooperation concerning Covered Matters 

and intend to consult regularly, as appropriate, regarding: 

a. General supervisory issues, including regulatory, oversight, or other related 

developments insofar as they relate to Covered Matters; 

b. ,Issues relevant to the operations, activities, and regulation of Covered Firms 

insofar as they relate to Covered Matters; and \ 

c. Any other areas of mutual supervisory interest. 

21. The Authorities recognise in particular the importance of close cooperation in the 

event that a Covered Firm, particularly one whose failure likely would be 

systemically important to an Authority, experiences, or is threatened by, a potential 

financial crisis or other Emergency Situation. 

22. Cooperation will be most useful in, but is not limited to, the following circumstances 

where issues of common regulatory concern may arise: 

a. The initial application for registration as an SD or MSP by a Covered Firm that is 

an FI, or the initial application to APRA for authorisation as an FI by a Covered 

Firm that is an SD or MSP; 

b. The ongoing supervision and oversight of a Covered Firm, with respect to 

Covered Matters, including compliance with Laws and Regulations in either 

jurisdiction; and 

c. Regulatory or supervisory actions or approvals taken in relation to a Covered 

Firm by the CFTC or APRA that may impact Covered Matters ofthe entity in the 

jurisdiction of the other Authority. 

Event-Triggered Notification 

23. As appropriate in the particular circumstances, each Authority will endeavor to 

inform the other Authority promptly, and where practicable in advance, of: 

a. Pending regulatory changes that may have a significant impact on the operations, 

activities, or reputation of a Covered Firm, including those that may affect the 

rules or procedures of a Covered Firm; 

b. Any material event of which the Authority is aware that could adversely impact 

the financial or operational stability of a Covered Firm. Such events include the 

failure of the Covered Firm to satisfy any of its requirements for continued 

registration or incorporation where that failure could have a material adverse 

effect in the jurisdiction of the other Authority, as well as any known adverse 

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material change in the ownership, operating environment, operations, financial 

resources, management, or systems and controls of a Covered Firm; and 

c. Enforcement actions or sanctions or significant regulatory actions, including the 

revocation, suspension, or modification of registration or incorporation, 

concerning a Covered Firm. 

24. The determination of what constitutes "significant impact", "material event", 

"adversely impact", "material adverse effect", "adverse material change", or 

"significant regulatory actions" for purposes of Paragraph 23 shall be left to the 

reasonable discretion ofthe relevant Authority that determines to notify the other 

Authority. 

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Reguest-Based Information Sharing 

25. To the extent appropriate to supplement consultations, upon written request, the 

Requested Authority intends to provide the Requesting Authority with the fullest 

possible cooperation subject to the terms in this MOU in assisting the Requesting 

Authority's supervision and oversight of Covered Firms, including assistance in 

obtaining and interpreting information that is relevant to ensuring compliance with 

the Laws and Regulations of the Requesting Authority and that is not otherwise 

available to the Requesting Authority. Such requests shall be made pursuant to 

Article Four of this MOU, and the Authorities anticipate that such requests will be 

made in a manner that is consistent with the goal of minimising administrative 

burdens. 

26. The information covered by Paragraph 25 includes: 

a. Information relevant to the financial and operational condition of a Covered Firm 

with respect to Covered Matters, including, for example, financial resources, risk 

management, and internal control procedures; 

b. Relevant regulatory information and filings that a Covered Firm is required to 

submit to an Authority with respect to Covered Matters, including, for example, 

interim and annual financial statements and early warning notices; and 

c. Regulatory reports prepared by an Authority, including, for example, examination 

reports, findings, or information contained in such reports regarding Covered 

Matters. 

Consultations 

27. Representatives of the Authorities intend to consult periodically, as appropriate, to 

update each other on their respective functions and regulatory oversight programs 

and to discuss issues of common interest relating to the supervision of Covered Firms 

with respect to Covered Matters, including: contingency planning and crisis 

management, systemic risk concerns, the adequacy of existing cooperative 

arrangements, and the possible improvement of cooperation and coordination 

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between the Authorities. Consultations may be conducted by conference call or on a 

face-to-face basis, as appropriate. 

ARTICLE FOUR: EXECUTION OF REQUESTS FOR INFORMATION 

28. To the extent possible, a request for information pursuant to Article Three should be 

made in writing (which may be transmitted electronically), and addressed to the 

relevant contact person(s) identified in Appendix A. A request generally should 

specify the following: 

a. 'The information sought by the Requesting Authority~ 

b. A general description of the matter that is the subject of the request; 

c. The purpose for which the information is sought; and 

d. The desired time period for reply and, where appropriate, the urgency thereof. 

Information provided by a Requested Authority in response to the request, as well as 

any subsequent communication among Authorities, may be transmitted 

electronically. Any electronic transmission should use means that are appropriately 

secure in light ofthe confidentiality ofthe information being transmitted. 

29. The Authorities expect each other to mark all non-public documents provided under 

this MOU: "Confidential- Provided under Memorandum of Understanding between 

APRA and the CFTC". 

30. In an Emergency Situation, the Authorities will endeavor to notify each other as soon 

as possible of the Emergency Situation and will cooperate as appropriate in the 

particular circumstances, taking into account all relevant factors, including the status 

of efforts to address the Emergency Situation. During an Emergency Situation, 

requests for information may be made in any form, including orally, provided such 

communication is confirmed in writing as promptly as possible following such 

notification. 

ARTICLE FIVE: ON-SITE VISITS 

31. In fulfilling its respective supervision and oversight responsibilities pursuant to, and to 

ensure compliance with, its Laws and Regulations in connection with Covered 

Matters of a Covered Firm, an Authority may need to conduct On-Site Visits to a 

Covered Firm physically located in the jurisdiction of the other Authority. Each 

Authority will consult and work collaboratively with the other Authority in 

conducting an On-Site Visit. 

32. It is intended that an On-Site Visit by an Authority be conducted in accordance with 

the following procedure: 

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a. The Visiting Authority intends to provide advance notice to the Local Authority 

of its intent to conduct an On-Site Visit and the intended timeframe for, and the 

purpose and scope of, the On-Site Visit. Other than in exceptional circumstances, 

the Visiting Authority will notify the Local Authority prior to notifying the 

Covered Firm. 

b. The Local Authority will endeavor to share any relevant reports, or information 

contained therein, related to examinations it may have undertaken of the Covered 

Firm. 

c. The Authorities intend to assist each other regarding On-Site Visits, including 

,providing information that the Visiting Authority may request and that is 

available prior to the On-Site Visit; cooperating and eonsulting in reviewing, 

interpreting, and analysing the contents of public and non-public Books and 

Records; and obtaining information from directors and senior management of a 

Covered Firm. 

d. The Authorities will consult with each other, and the Local Authority may in its 

discretion accompany or assist the Visiting Authority during the On-Site Visit, or 

the Authorities may conduct joint On-Site Visits where appropriate. 

ARTICLE SIX: PERMISSIBLE USES OF INFORMATION 

33. The Requesting Authority may use non-public information obtained under this MOU 

solely for the supervision and oversight of Covered Firms with respect to Covered 

Matters pursuant to, and to ensure compliance with, the Laws and Regulations of the 

Requesting Authority. 

34. Before using non-public information furnished under this MOU for any purpose 

other than that stated in Paragraph 33, the Requesting Authority must first consult 

with and obtain the written consent of the Requested Authority for the intended use. 

If consent is denied by the Requested Authority, the Authorities will consult as to the 

reasons for withholding approval of such use and the circumstances, if any, under 

which the intended use by the Requesting Authority might be allowed. 

35. If an Authority ("Receiving Authority") receives, via a party that is not a signatory to 

this MOU, non-public information originally provided by the other Authority 

("Disclosing Authority") that is related to the Disclosing Authority's supervision and 

oversight of a Covered Firm that the Receiving Authority is aware was obtained by 

the third party from the Disclosing Authority on a confidential basis, the Receiving 

Authority will use and treat the information in accordance with the terms of this 

MOU. 

36. The restrictions in this Article do not apply to an Authority's use of information it 

obtains directly from a Covered Firm, whether during an On-Site Visit or otherwise. 

However, where non-public information is provided to the Requesting Authority in 

response to an information-sharing request pursuant to Article Four ofthis MOU, the 

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restrictions in this MOU apply to the use of the information by that Requesting 

Authority. 

ARTICLE SEVEN: CONFIDENTIALITY OF INFORMATION AND ONWARD 

SHARING 

37. Except as provided in Paragraphs 38 and 39, each Authority will keep confidential, to 

the extent permitted by law, non-public information shared under this MOU, requests 

made under this MOU, the contents of such requests, and any other matters arising 

under this MOU. 

38. As required by law, it may become necessary for a Requesting Authority to share 

non-public information obtained under this MOU with a Governmental Entity or 

Third Authority in its jurisdiction. In these circumstances and to the extent permitted 

by law: 

a. The Requesting Authority intends to notify the Requested Authority; and 

b. Prior to the Requesting Authority sharing the non-public information, the 

Requesting Authority will provide adequate assurances to the Requested 

Authority concerning the Governmental Entity or Third Authority's use and 

confidential treatment of the information, including, as necessary, assurances 

that: 

1. The Governmental Entity or Third Authority has confirmed that it 

requires the information for a purpose within the scope of its jurisdiction; 

and 

u. The information will not be shared by the Governmental Entity or Third 

Authority with other parties without getting the prior written consent of 

the Requested Authority. 

39. Except as provided in Paragraph 38, the Requesting Authority must obtain the prior 

written consent of the Requested Authority before sharing non-public information 

received under this MOU with any non-signatory to this MOU. The Requested 

Authority will take into account the level of urgency ofthe request and respond in a 

timely manner. During an Emergency Situation, consent may be obtained in any 

form, including orally, provided such communication is confirmed in writing as 

promptly as possible following such notification. If consent is denied by the 

Requested Authority, the Requesting and Requested Authorities will consult to 

discuss the reasons for withholding approval of such disclosure and the 

circumstances, if any, under which the intended disclosure by the Requesting 

Authority might be allowed. 

40. To the extent possible, the Requesting Authority intends to notify the Requested 

Authority of any legally enforceable demand for non-public information furnished 

under this MOU. When complying with the demand, the Requesting Authority 

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intends to assert all appropriate legal exemptions or privileges with respect to such 

information as may be available. 

41. The Authorities intend that the sharing or disclosure of non-public information, 

including deliberative and consultative materials, such as written analysis, opinions, 

or recommendations relating to non-public information that is prepared by or on 

behalf of an Authority, pursuant to the terms of this MOU, will not constitute a 

waiver of privilege or confidentiality of such non-public information. 

ARTICLE EIGHT: AMENDMENTS 

42. The Authorities will periodically as appropriate review the functioning and 

effectiveness ofthis MOU with a view, inter alia, to expanding or altering the scope 

or operation of this MOU should that be judged necessary. This MOU may be 

amended with the written consent of the Authorities referred to in Paragraph 1. 

ARTICLE NINE: EXECUTION OF THIS MOU 

43. Cooperation in accordance with this MOU will become effective on the date this 

MOU is signed by the Authorities. 

ARTICLE TEN: TERMINATION 

44. Cooperation in accordance with this MOU will continue until the expiration of 180 

days after an Authority gives written notice to the other Authority of its intention to 

terminate the MOU. If either Authority gives such notice, the parties will consult 

concerning the disposition of any pending requests. If consensus cannot be reached 

through consultation, cooperation will continue with respect to all requests for 

assistance that were made under the MOU before the expiration of the 180-day 

period until all requests are fulfilled or the Requesting Authority withdraws such 

request(s) for assistance. In the event of termination of this MOU, information 

obtained under this MOU will continue to be treated in the manner prescribed under 

Articles Six and Seven. 

This MOU is executed in duplicate, this J ay of¥ 2015. 

-----

TiChairman ~~12 } ~ U.S. Commodity Futures Trading Commission Australian Prudential Regulation Authority 

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APPENDIX A 

CONTACT PERSONS 

In addition to the following contact information, the CFTC and AP RA will exchange confidential 

emergency contact telephone information. 

CFTC 

Thomas Smith 

Acting Director, Division of Swap Dealer and Intermediary Oversight 

Commodity Futures Trading Commission 

1155 21st Street, N.W. , 

Washington, DC 20581 ' 

Phone:202-418-5495 

Fax: 202-418-5407 

Email: tsmith@cftc.gov 

Kevin Piccoli 

Deputy Director, Division of Swap Dealer and Intermediary Oversight 

Commodity Futures Trading Commission 

140 Broadway 

New York, NY 10005 

Phone:646-746-9834 

Fax: 646-746-9937 

Email: kpiccoli@cftc.gov 

Sarah Josephson 

Director, Office of International Affairs 

Commodity Futures Trading Commission 

1155 21st Street, N.W. 

Washington, DC 20581 

Phone:202-418-5645 

Fax: 202-418-5548 

Email: sjosephson@cftc.gov 

APRA 

Chris Gaskell 

Head of International Relations 

Australian Prudential Regulation Authority 

GPO Box 9836 

Sydney NSW 2001 

Australia 

Phone: +61 2 9210 3249 

Fax: +61 2 9210 3420 

Email: intemational.relations@apra.gov .au 

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