1

UNITED STATES OF AMERICA

Before the

COMMODITY FUTURES TRADING COMMISSION

In the Matter of:

The Royal Bank of Scotland plc

Respondent.

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CFTC Docket No. 15– 05

ORDER INSTITUTING PROCEEDINGS PURSUANT TO

SECTIONS 6(c)(4)(A) AND 6(d) OF THE COMMODITY EXCHANGE ACT, 

MAKING FINDINGS, AND IMPOSING REMEDIAL SANCTIONS

I.

The Commodity Futures Trading Commission (“Commission” or “CFTC”) has reason to 

believe that The Royal Bank of Scotland plc (“Respondent” or “RBS”) has violated the 

Commodity Exchange Act (the “Act”) and Commission Regulations (“Regulations”). Therefore, 

the Commission deems it appropriate and in the public interest that public administrative 

proceedings be, and hereby are, instituted to determine whether Respondent engaged in the 

violations set forth herein, and to determine whether any order shall be issued imposing remedial 

sanctions.

II.

In anticipation of the institution of an administrative proceeding, Respondent has

submitted an Offer of Settlement (“Offer”), which the Commission has determined to accept. 

Without admitting or denying the findings or conclusions herein, Respondent herein consents to 

the entry and acknowledges service of this Order Instituting Proceedings Pursuant to Sections 

6(c)(4)(A) and 6(d) of the Commodity Exchange Act, Making Findings and Imposing Remedial 

Sanctions (“Order”).1

 1 Respondent consents to the entry of this Order and to the use of these findings in this proceeding and in any 

other proceeding brought by the Commission or to which the Commission is a party; provided, however, that 

Respondent does not consent to the use of the Offer, or the findings or conclusions in this Order, as the sole basis for 

any other proceeding brought by the Commission, other than in a proceeding in bankruptcy or to enforce the terms 

of this Order. Nor does Respondent consent to the use of the Offer or this Order, or the findings or conclusions in 

this Order consented to in the Offer, by any other party in any other proceeding. Neither the Offer nor the Order 

confers any rights to any part other than the Commission and RBS.
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III.

The Commission finds the following:

A. Summary

From 2009 through 2012 (“Relevant Period”), RBS, by and through certain of its foreign 

exchange (“FX”) traders, at times sought to benefit its own trading positions or those of certain 

FX traders at other banks by attempting to manipulate and aiding and abetting certain traders at 

other banks in their attempts to manipulate certain foreign exchange benchmark rates.

One of the primary FX benchmark rates that the FX traders attempted to manipulate was 

the World Markets/Reuters Closing Spot Rates (“WM/R Rates”). The WM/R Rates are the most 

widely referenced FX benchmark rates in the United States and globally. The WM/R Rates are 

used to establish the relative values of different currencies, and reflect the rates at which one 

currency is exchanged for another currency. Most of the WM/R Rates at issue here are set or 

fixed based on trading activity of market participants, including RBS and other banks, at various 

times throughout the day. The most widely used WM/R Rate is set or fixed at 4 p.m. London 

time (“4 p.m. WM/R fix”).

FX benchmark rates, including the WM/R Rates, are used to price a variety of 

transactions including foreign exchange swaps, cross currency swaps, spot transactions, 

forwards, options, futures, and other financial derivative instruments. The most actively traded 

currency pairs are the Euro/United States Dollar (EUR/USD), U.S. Dollar/Japanese Yen 

(USD/JPY), and British Pound Sterling/U.S. Dollar (GBP/USD). Accordingly, the integrity of 

the WM/R Rates and other FX benchmark rates is critical to the integrity of the markets in the 

United States and around the world.

At times during the Relevant Period, certain FX traders at RBS and other banks 

coordinated their trading with certain FX traders at other banks to attempt to manipulate certain 

FX benchmark rates, including the 4 p.m. WM/R fix, to their benefit. These FX traders at RBS 

and the other banks used private electronic chat rooms to communicate and plan their attempts to 

manipulate the FX benchmark rates for certain currency pairs.2 Certain FX traders at RBS 

regularly participated in numerous private chat rooms. At times, in certain chat rooms, FX 

traders at RBS and other banks disclosed confidential customer order information and trading 

positions, altered trading positions to accommodate the interests of the collective group, and 

agreed on trading strategies as part of an effort by the group to attempt to manipulate certain FX 

benchmark rates, in some cases downward and in some cases upward.

RBS traders’ attempts to manipulate certain FX benchmark rates involved multiple 

currencies, including the U.S. Dollar, the Euro, and British Pound Sterling. The misconduct 

occurred primarily, but not exclusively, at RBS’s G10 FX trading desk in London, United 

Kingdom (“U.K.”). 

 2

. Some FX traders involved in certain chat rooms at issue herein were responsible for managing their respective 

banks’ FX desks
3

This conduct occurred at various times over the course of the Relevant Period without 

detection by RBS in part because of internal controls and supervisory failures at RBS. RBS 

failed to adequately assess the risks associated with its participation in the fixing of WM/R 

benchmark rates and certain other FX benchmark rates. RBS also lacked adequate internal 

controls or procedures to detect and deter possible misconduct involving certain FX benchmark 

rates and failed to adequately supervise its FX traders by, among other shortcomings, failing to 

have controls and monitoring over the use of electronic chat rooms.

The Commission notes that some of this conduct occurred during the same period that

RBS was on notice that the CFTC and other regulators were investigating attempts by certain 

banks to manipulate the London Interbank Offered Rate (“LIBOR”) and other interest rate 

benchmarks.

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***

In accepting RBS’s Offer, the Commission recognizes the Respondent’s significant 

cooperation during the CFTC’s Division of Enforcement’s (“Division”) investigation of this 

matter, which included providing important information and analysis to the Division that helped 

the Division efficiently and effectively undertake its investigation. In addition, the Commission 

acknowledges that RBS initiated its own internal investigation into FX trading prior to the 

Division’s investigation. The Commission also recognizes that RBS has commenced significant 

remedial action to strengthen the internal controls and policies relating to foreign exchange 

benchmarks and internal and external communications by traders.

B. Respondent

The Royal Bank of Scotland plc is a British banking and financial services company 

headquartered in the U.K. It has operations in over 40 countries and territories including the 

United States. It has been provisionally registered as a swaps dealer since December 31, 2012.

C. Facts

1. The FX Market

The FX market, in which traders are able to buy, sell, exchange and speculate on 

currencies, is one of the world’s largest and most actively traded financial markets. According to 

the Bank of International Settlements (“BIS”), trading in global foreign exchange markets 

averaged $5.3 trillion per day in April 2013. Currencies are traded in pairs and the transacted 

rate represents the rate to exchange one currency for another currency. The U.S. Dollar is the 

dominant currency in the foreign exchange market. The exchange of the U.S. Dollar for another 

currency accounts for an estimated 87% of global FX market activity. The most actively traded

 3 The CFTC issued an order filing and settling charges that RBS and a subsidiary engaged in certain acts of 

attempted manipulation, completed manipulation and false reporting of the LIBOR for certain currencies and the 

Euro Interbank Offered Rate (“Euribor”). In the Matter of the Royal Bank of Scotland plc and RBS Securities Japan 

Limited, CFTC Docket 13-14 (February 6, 2013) (the relevant period of this action was from at least mid-2006 to at 

least late 2010).
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currency pairs are the Euro/U.S. Dollar (EUR/USD), U.S. Dollar/Japanese Yen (USD/JPY), and 

British Pound Sterling/U.S. Dollar (GBP/USD). Participants in the FX market include banks, 

investment firms, commercial companies, central banks, hedge funds and retail customers.

The foreign exchange market is comprised of many instruments including spot, forwards, 

swaps, futures and option contracts.

2. WM/R Rates Overview

The WM/R Rates, one of the leading and most widely referenced foreign exchange 

benchmark rates, are calculated multiple times daily, including at 4 p.m. London time, which is 

commonly referred to as the “WM/R 4 p.m. London fix” or the “4 p.m. fix.”4 For twenty-one of 

the most liquid currencies (the “trade currencies”), the 4p.m. fix is based on actual trades, using 

bids and offers extracted from a certain electronic trading system during a one-minute window 

(“fix period”). WM/Reuters determines the bid and offer rates based on the captured transacted 

rate and the bid-offer spread. WM/Reuters then calculates the median of these bid and offer 

rates and from these medians determines a “mid trade rate.” If there are not enough trades, 

WM/Reuters calculates a “mid order rate.” All orders and transactions are weighted equally, 

regardless of their notional sizes.

The WM/R Rates for the other 139 less liquid currencies (the “non-trade currencies”) are 

set by similar methodology. Because these currencies are less liquid, WM/Reuters relies on 

indicative quotes (submissions) derived from a Reuters computer feed that solicits “indications 

of interest” from market participants as part of its fixing methodology. WM/Reuters captures 

independent snapshots of indicative quotes for bids and offers, and selects the median rate from 

these quotes as the “WM/R 4 p.m. London fix.”

WM/Reuters also provides fix rates for forward and non-deliverable forward contracts 

using methodology similar to that used for non-trade currencies. Fix rates for forward and nondeliverable forward contracts are published using a premium or discount to the spot rate for the 

relevant currency pair.

Other FX benchmark rates are also priced through the use of indicative rates. For 

instance, the Russian Ruble/U.S. Dollar Emerging Markets Trade Association (“EMTA”) 

benchmark rates are based on indicative rates submitted by market participants to the Chicago 

Mercantile Exchange (“CME”), which takes the midpoint of submitted bid-offer pairs that it 

randomly selects, discards the highest and lowest midpoints, and calculates the final benchmark 

rate using the mean of the remaining midpoints.

Foreign exchange futures contracts are connected to FX benchmark rates. The CME 

Russian Ruble/U.S. Dollar (RUB/USD) futures contract, for instance, is a cash settled futures 

contract for which the final settlement rate, a component of the contract’s price, is equal to the 

 4 Another important benchmark is the European Central Bank (“ECB”) rate set by the ECB at 1:15 p.m. London 

time. Though less widely referenced than the WM/R Rate, the ECB Rates are also used by a wide range of 

participants, specifically non-financial corporates and are important for the non-deliverable forwards market. See

Financial Stability Board Foreign Exchange Benchmarks Final Report at 1. (September 30, 2014).
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reciprocal of the EMTA Russian Ruble/U.S. Dollar benchmark rate. Exchange rates in many 

actively traded CME foreign exchange futures contracts, including the Euro/U.S. Dollar 

(EUR/USD) futures, the Japanese Yen/U.S. Dollar (JPY/USD) futures, and British Pound 

Sterling/U.S. Dollar (GBP/USD) futures, track rates in spot foreign exchange markets at near 

parity after adjusting for the forward differential, or adding or subtracting “forward points.” 

Speculative traders employ strategies that seek to capture short-lived arbitrage opportunities 

between foreign exchange futures and spot contracts. Since 2012, the CME provides clearing 

and other services for cash-settled Over the Counter FX Spot, Forward, Swaps, and NonDeliverable Forward (NDF) contracts. The contracts cover 26 currency pairs, including 

EUR/USD, JPY/USD, and GBP/USD, and are cash-settled based on the WM/R 4 p.m. London 

fix.

3. RBS Traders’ Attempts to Manipulate Foreign Exchange Benchmark Rates

In late 2008, following the financial crisis, liquidity and volume in the FX market 

increased as many financial institutions and other market participants sought to exchange 

currencies. The increase in volume and liquidity allowed RBS FX traders and traders at other 

banks to take advantage of this trading opportunity, specifically during the FX benchmark rate 

fixing periods.

At the same time, certain FX traders at RBS and other banks had and/or developed 

relationships with certain FX traders at other banks, and they increasingly utilized private chat 

rooms to communicate and share information with each other. Certain FX traders at RBS and 

other banks routinely participated in the chat rooms. Often these FX traders had multiple chat 

rooms open simultaneously on their trading terminals, and within a chat, the traders often 

focused on a particular currency pair. Being a member of certain chat rooms was sometimes 

exclusive and by invitation only.

These chat rooms were the vehicles through which certain RBS FX traders and traders at 

other banks coordinated attempts to manipulate certain FX benchmark rates, including the 

WM/R 4 p.m. fix. At times during the Relevant Period, in their attempts to manipulate certain 

benchmarks (up or down), RBS FX traders exchanged the size and direction of the bank’s net 

orders with FX traders at other banks and used this information to attempt to coordinate trading 

strategies. The traders at times then used this information to enable one or more traders to 

attempt to manipulate the FX benchmark rates prior to and during the relevant fixing period. 

For example, in one of the chat rooms, if a trader determined that he had fix orders in the 

opposite direction to the chat room group’s overall net fixing position approaching the fixing 

window, that trader may have transacted before the fix period with traders outside the private 

chat room, a practice known by market participants as “netting off,” rather than transact with 

other traders within the chat room.5 In certain cases, the goal of this trading strategy was to 

maintain the volume of orders in the direction favored by the majority of the private chat room 

members and limit orders being executed in the opposite direction during the fix window.

 5 The Commission does not consider that the netting off of orders (or the decision not to net off) ahead of fixes is

inappropriate in all circumstances.
6

If traders in the chat room had net orders in the same direction as what they desired rate 

movement at the fix to be, then the traders would at times either (1) match off these orders with 

traders outside of the chat room in an attempt to reduce the volume of orders in the opposite 

direction transacted during the fix period; (2) transfer their orders to a single trader within the 

chat room who could then execute a single order during the fix period; or (3) transact with 

traders outside of the chat room to increase the volume traded during the fix window in the 

direction favored by the private chat room traders. At times, traders also increased the volume 

traded by them at the fix in the direction favored by the chat room traders in excess of the 

volume necessary to manage the risk associated with their banks’ net buy or sell orders at the 

fix. At times, these actions were undertaken in order to attempt to manipulate the benchmark 

rate set during the fix period.

Examples of RBS FX traders’ misconduct include: 6

In this example, the RBS trader has a client order to sell the GBP/USD currency pair at 

the WM/R fix. The RBS trader shares this information with other traders and learns that they 

also have orders to sell at the fix. After the fix, the chatroom participants discuss the trading.

15:45:357 RBS Trader: im getting abt 80 quid now...fixing 

15:45:54 Bank U Trader: my ny 100 quid... 

15:51:19 RBS Trader: getting more than u now [Bank U Trader] betty 

15:51:26 Bank U Trader: ok thx 

15:52:23 Bank W Trader: nice job gents 

15:54:16 Bank U Trader: [RBS Trader], just matched with [Bank 1] and [Bank 2] for 

100, still lhs in about 140 

15:54:26 RBS Trader: cool ....

16:00:58 Bank Z Trader: i don my hat ....

16:01:08 Bank W Trader: what a job 

16:01:23 Bank Z Trader: welld one lads 

16:01:28 Bank W Trader: bravo 

16:07:03 RBS Trader: 1.6218..nice 

16:07:33 Bank U Trader: worked ok that one.... 

In another example, at 3:43:32 Bank T’s Trader tells the chat room that he is buying 

Australian and New Zealand dollars but that it’s not a big order. The RBS trader says he is 

buying 50 million Australian dollars at the fix and he will do Trader T’s if he wants. Bank T’s 

Trader agrees. Bank P’s Trader tells the RBS trader he has an order to buy 25 million and asks 

the RBS trader if he is interested in taking his order as well because it will give him more 

“ammo” (a larger position) for the fix. The RBS trader agrees to do Bank P’s Trader order. Bank 

T’s tells the RBS trader that his sales department is also buying New Zealand dollars, offering 

the RBS trader more “ammo.” Bank P’s Trader then tells the RBS trader “all yours” indicating 

 6 The communications quoted in this Order contain shorthand trader language and many typographical errors. The 

shorthand and errors are explained in brackets within the quotations only when deemed necessary to assist with 

understanding the discussion.

7 The times in this example have been adjusted to British Summer Time (BST).
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the other traders are going to give their orders to the RBS trader to build a larger position. The 

RBS Trader tells them he now has built an aggregate 220 buy order. Bank P’s Trader tells him

good luck. At 3:53:20 Bank T’s Trader tells the RBS trader to “ramp it.” At 4:00:41, after the fix 

window has closed, Bank T’s Trader tells the RBS trader “nice one” and Bank P’s Trader says

“look at you . . . well done mate.” 

15:43:32 Bank T Trader: buying aud and nzd at the fix

15:43:43 RBS Trader: Tkx

15:43:52 Bank T Trader: ntg big

15:43:59 RBS Trader: Im buying 50 aud can do yours if you want

15:45:13 Bank T Trader: ok . . .60 plse . . . 

15:45:56 RBS Trader: Great

15:50:00 Bank P Trader: I need to buy 25 aud at the fix too.. any int? more 

ammo for you...?

15:50:21 RBS Trader: Sure [Bank P Trader]

15:51:24 Bank P Trader: cool all yours [RBS Trader]

15:51:46 RBS Trader: Buying 220 now

15:51:57 Bank P Trader: good luck

15:52:20 Bank T Trader: load up your 50 offrs . . .

15:53:14 Bank P Trader: ill do those ones if you want

15:53:19 RBS Trader: haah

15:53:20 Bank T Trader: ur fkg [RBS Trader], ramp it

16:00:41 Bank T Trader: nice one ** ***

16:00:56 Bank P Trader: look at you!...-well done mate . . .

4. Respondent Lacked Adequate Internal Controls

During the Relevant Period, RBS failed to adequately assess the risks associated with its 

FX traders participating in the fixing of certain FX benchmark rates. RBS also lacked adequate 

internal controls in order to prevent its FX traders from engaging in improper communications 

with certain FX traders at other banks. RBS lacked sufficient policies, procedures and training 

specifically governing participation in trading around the FX benchmarks rates and had 

inadequate policies pertaining to, or insufficient oversight of, its FX traders’ use of chat rooms or 

other electronic messaging.

RBS received a client complaint in October 2010 relating to the sharing of information 

about orders, and in November 2011, after attending competition law training, a trader 

questioned whether it was inappropriate to share information with traders at other firms or with 

clients. 

In August 2012, RBS restricted participation by traders in multi-bank chat rooms.
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IV.

LEGAL DISCUSSION

A. Respondent, Through the Acts of Certain Traders, Attempted to Manipulate 

Benchmark Rates

Together, Sections 6(c),8 6(d) and 9(a)(2) of the Act prohibit acts of attempted 

manipulation. 7 U.S.C. §§ 9, 13b and 13(a)(2) (2012). Section 9(a)(2) of the Act makes it 

unlawful for “[a]ny person to ... attempt to manipulate the price of any commodity in interstate 

commerce, or for future delivery on or subject to the rules of any registered entity . . . .” 7 

U.S.C. § 13(a)(2) (2012). Section 6(c) and Section 6(d) of the Act authorize the Commission to 

serve a complaint and provide for the imposition of, among other things, civil monetary penalties 

and cease and desist orders if the Commission “has reason to believe that any person” has 

manipulated or attempted to manipulate the market price of any commodity, in interstate 

commerce, or otherwise is violating or has violated any of the provisions of the Act. 7 U.S.C. 

§§ 9 and 13b (2012).

With respect to conduct on or after August 15, 2011, in addition to Sections 6(c), 6(d) 

and 9(a)(2), Section 6(c)(3) of the Act prohibits attempted manipulation of the price of any 

commodity in interstate commerce. 7 U.S.C. § 9(3) (2012). Commission Regulation 180.2, 17 

C.F.R. §180.2 (2012), which became effective on August 15, 2011, in relevant part, makes it 

“unlawful ... directly or indirectly to attempt to manipulate, the price of ...any commodity in 

interstate commerce” Regulation 180.2 codifies Section 6(c)(3). 

Two elements are required to prove an attempted manipulation: (1) an intent to affect the 

market price, and (2) an overt act in furtherance of that intent. See In re Hohenberg Bros. Co. 

[1975-77 Transfer Binder] Comm. Fut. L. Rep. (CCH) ¶ 20,271, at 21,477 (CFTC Feb. 18, 

1977); CFTC v. Bradley, 408 F. Supp. 2d 1214, 1220 (N.D. Okla. 2005). To prove the intent 

element of attempted manipulation, it must be shown that RBS FX traders “acted (or failed to 

act) with the purpose or conscious object of causing or effecting a price or price trend in the 

market that did not reflect the legitimate forces of supply and demand.” In re Indiana Farm 

Bureau Coop. Ass’n, [1982-1984 Transfer Binder] Comm. Fut. L. Rep. (CCH) ¶ 21,796, at 

27,283 (CFTC Dec. 17, 1982). “[W]hile knowledge of relevant market conditions is probative of 

intent, it is not necessary to prove that the accused knew to any particular degree of certainty that 

his actions would create an artificial price. It is enough to present evidence from which it may 

reasonably be inferred that the accused ‘consciously desire[d] that result, whatever the likelihood 

of that result happening from his conduct.’” Id. (quoting U.S. v. U.S. Gypsum Co., 438 U.S. 422, 

445 (1978)). A profit motive may also be evidence of intent, although profit motive is not a 

necessary element of an attempted manipulation. See In re DiPlacido [2007-2009 Transfer 

Binder] Comm. Fut. L. Rep. (CCH) ¶ 30,970, at 62,484 (CFTC Nov. 5, 2008) (citing In re 

Hohenberg Bros. Co., [1975-1977 Transfer Binder] Comm. Fut. L. Rep. (CCH) at 21,478)), 

aff’d, 364 Fed. Appx. 657, No. 08-5559-ag, 2009 WL 3326624 (2d Cir. 2009). It is also not 

 8 Section 6(c) was amended effective August 15, 2011. For conduct occurring on or after that date, the provision 

authorizing Commission action is contained in Section 6(c)(4)(A), 7 U.S.C. §9(4)(A).
9

necessary that there be an actual effect on price. See CFTC v. Amaranth Advisors, L.L.C., 554 F. 

Supp.2d 523, 533 (S.D.N.Y. 2008). 

Here, as evidenced by the foregoing, RBS engaged in acts of attempted manipulation in 

violation of Sections 6(c), 6(d) and 9(a)(2), 7 U.S.C. §§ 9, 13b and 13(a)(2) (2012). 

Additionally, with respect to conduct occurring on or after August 15, 2011, RBS engaged in 

acts of attempted manipulation in violation of Section 6(c)(3), 7 U.S.C. § 9(3) (2012) and 

Regulation 180.2, 17 C.F.R. § 180.2 (2014).

B. Respondent Aided and Abetted the Attempts of Certain Traders at Other Banks to 

Manipulate FX Benchmark Rates

Pursuant to Section 13(a) of the Act, liability as an aider and abettor requires proof that: 

(1) the Act was violated, (2) the aider and abettor had knowledge of the wrongdoing underlying 

the violation, and (3) the aider and abettor intentionally assisted the primary wrongdoer. See 7 

U.S.C. § 13c(a) (2012); In re Shahrokh Nikkhah, [1999-2000 Transfer Binder] Comm. Fut. L. 

Rep. (CCH) ¶ 28,129, at 49,888 n.28 (CFTC May 12, 2000). Although actual knowledge of the 

primary wrongdoer’s conduct is required, knowledge of the unlawfulness of such conduct is not 

necessarily required to be demonstrated. See In re Lincolnwood Commodities, Inc., [1982-1984 

Transfer Binder] Comm. Fut. L. Rep. (CCH) ¶ 21,986, at 28,255 (CFTC Jan. 31, 1984). 

Knowing assistance can be inferred from the surrounding facts and circumstances. Id. See also

In re Buckwalter, [1990-1992 Transfer Binder] Comm. Fut. L. Rep. (CCH) ¶ 24,995, at 37,686 

(CFTC Jan. 25, 1991).

Here, as evidenced by the foregoing, FX traders at other banks attempted to manipulate 

the WM/R and other FX benchmark rates in violation of Sections 6(c), 6(d) and 9(a)(2), 7 U.S.C. 

§§ 9, 13b and 13(a)(2) (2012). Additionally, with respect to conduct occurring on or after 

August 15, 2011 FX traders at other banks violated Section 6(c)(3), 7 U.S.C. § 9(3), and 

Regulation 180.2, 17 C.F.R. § 180.2 (2014). As evidenced above, RBS, through the acts of 

certain of its FX traders, aided and abetted the attempts of traders at other banks to manipulate 

the FX benchmark rates in violation of the Act.

C. Respondent is Liable for the Acts of its Agents

Section 2(a)(1)(B) of the Act, 7 U.S.C. § 2(a)(1)(B) (2012), and Regulation 1.2, 17 

C.F.R. § 1.2 (2014), provide that “[t]he act, omission, or failure of any official, agent or other 

person acting for any individual, association, partnership, corporation, or trust within the scope 

of his employment or office shall be deemed the act, omission, or failure of such individual, 

association, partnership, corporation or trust[.]” Pursuant to Section 2(a)(1)(B) of the Act and 

Commission Regulation 1.2, strict liability is imposed on principals for the actions of their 

agents. See, e.g., Rosenthal & Co. v. CFTC, 802 F.2d 963, 966 (7th Cir. 1986); DohmenRamirez & Wellington Advisory, Inc. v. CFTC, 837 F.2d 847, 857-58 (9th Cir. 1988).

RBS is liable for the acts, omissions and failures of any traders who acted as its 

employees and/or agents in the conduct described above. Accordingly, RBS violated Sections 

6(c), 6(d) and 9(a)(2), 7 U.S.C. §§ 9, 13b and 13(a)(2)(2012) by engaging in attempted 

manipulation and aiding and abetting attempted manipulation. Additionally, with respect to 
10

conduct occurring on or after August 15, 2011, RBS is liable for violating Section 6(c)(3), 7 

U.S.C. § 9(3), 13(a)(2) (2012) and Regulation 180.2, 17 C.F.R. § 180.2 (2012), as set forth 

above.

V.

FINDINGS OF VIOLATIONS

Based on the foregoing, the Commission finds that Respondent violated Sections 6(c), 

6(d) and 9(a)(2) of the Act, 7 U.S.C. §§ 9, 13b and 13(a)(2) (2012), and for conduct occurring on 

or after August 15. 2011, Section 6(c)(3), 7 U.S.C. § 9(3) and Regulation 180.2, 17 C.F.R. § 

180.2 (2014).

VI.

OFFER OF SETTLEMENT

Respondent, without admitting or denying the findings or conclusions herein have 

submitted the Offer in which it:

A. Acknowledges receipt of service of this Order;

B. Admits the jurisdiction of the Commission with respect to this Order only and for any 

action or proceeding brought or authorized by the Commission based on violation of or 

enforcement of this Order;

C. Waives:

1. the filing and service of a complaint and notice of hearing;

2. a hearing;

3. all post-hearing procedures;

4. judicial review by any court;

5. any and all objections to the participation by any member of the Commission’s 

staff in the Commission’s consideration of the Offer;

6. any and all claims that it may possess under the Equal Access to Justice Act, 5 

U.S.C. § 504 (2012) and 28 U.S.C. § 2412 (2012), and/or the rules promulgated by 

the Commission in conformity therewith, Part 148 of the Commission’s 

Regulations, 17 C.F.R. §§ 148.1-30 (2014), relating to, or arising from, this 

proceeding;

7. any and all claims that it may possess under the Small Business Regulatory 

Enforcement Fairness Act of 1996, Pub. L. No. 104-121, §§ 201-253, 110 Stat. 
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847, 857-868 (1996), as amended by Pub. L. No. 110-28, § 8302, 121 Stat. 112, 

204-205 (2007), relating to, or arising from, this proceeding; and

8. any claims of Double Jeopardy based on the institution of this proceeding or the 

entry in this proceeding of any order imposing a civil monetary penalty or any 

other relief;

D. Stipulates that the record basis on which this Order is entered shall consist solely of the 

findings contained in this Order to which Respondent has consented in the Offer; and

E. Consents, solely on the basis of the Offer, to the Commission’s entry of this Order that:

1. makes findings by the Commission that Respondent violated Section 6(c), 6(d) 

and 9(a)(2) of the Act, 7 U.S.C. §§ 9, 13b and 13(a)(2) (2012) and for conduct 

occurring on or after August 15, 2011, Section 6(c)(3), 7 U.S.C. §9(3) and 

Regulation 180.2, 17 C.F.R. § 180.2 (2014);

2. orders Respondent to cease and desist from violating Sections 6(c)(3) and 9(a)(2)

of the Act, 7 U.S.C. §§ 9(3) and 13(a)(2) (2012) and Regulation 180.2, 17 C.F.R. 

§ 180.2 (2014);

3. orders Respondent to pay a civil monetary penalty in the amount of $290,000,000 

plus post-judgment interest; and

4. orders Respondent and its successors and assigns to comply with the conditions 

and undertakings consented to in the Offer and as set forth in Part VII of this 

Order.

F. Respondent represents that it has already undertaken certain steps intended to make 

reasonable efforts to ensure the integrity of the FX markets, discussed above, including 

the following:

1. Restricted participation by traders in multi-bank chat rooms;

2. Strengthening surveillance of FX desks;

3. Mandating annual training for all FX employees concerning appropriate trading 

behavior:

4. Enhancing policies, procedures and guidance related to market color, client orders 

and fix orders; and

5. Improving its customer disclosures relating to and enhanced its controls around 

FX fix orders.

Upon consideration, the Commission has determined to accept the Offer.
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VII.

ORDER

Accordingly, IT IS HEREBY ORDERED THAT:

A. Respondent shall cease and desist from violating Sections 6(c)(3) and 9(a)(2) of the Act, 

7 U.S.C. §§ 9(3) and 13(a)(2) (2012) of the Act and Regulation 180.2, 17 C.F.R. § 180.2 

(2012).

B. Respondent shall pay a civil monetary penalty of $290 Million Dollars ($290,000,000), 

within ten (10) days of the date of entry of this Order (the “CMP Obligation”). If the 

CMP Obligation is not paid in full within ten (10) days of the date of entry of this Order, 

then post judgment interest shall accrue on the CMP Obligation beginning on the date of 

entry of this Order and shall be determined by using the Treasury Bill rate prevailing on 

the date of entry of this Order pursuant to 28 U.S.C. § 1961 (2012). Respondent shall 

pay the CMP Obligation by electronic funds transfer, U.S. postal money order, certified 

check, bank cashier’s check, or bank money order. If payment is to be made other than 

by electronic funds transfer, then the payment shall be made payable to the Commodity 

Futures Trading Commission and sent to the address below:

Commodity Futures Trading Commission

Division of Enforcement

ATTN: Accounts Receivables --- AMZ 340

E-mail Box: 9-AMC-AMZ-AR-CFTC

DOT/FAA/MMAC

6500 S. MacArthur Blvd.

Oklahoma City, OK 73169

Telephone: (405) 954-7262

If payment is to be made by electronic funds transfer, Respondent shall contact Nikki

Gibson or her successor at the above address to receive payment instructions and shall 

fully comply with those instructions. Respondent shall accompany payment of the CMP 

Obligation with a cover letter that identifies the Respondent and the name and docket 

number of this proceeding. The Respondent shall simultaneously transmit copies of the 

cover letter and the form of payment to the Chief Financial Officer, Commodity Futures 

Trading Commission, Three Lafayette Centre, 1155 21st Street, NW, Washington, D.C. 

20581.

C. Respondent and their successors and assigns shall comply with the following 

undertakings set forth in the Offer:

1. REMEDIATION 

As set forth above in Section VI, paragraph F, Respondent represents that it has

already undertaken and continue to undertake extensive remedial measures to 
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implement and strengthen its internal controls and procedures relating to its

participation in the fixing of FX benchmark rates and related supervision of its FX 

traders. With respect to its remediation efforts to the extent not already 

undertaken, Respondent undertakes that: 

a. Respondent will implement and improve its internal controls and procedures 

in a manner reasonably designed to ensure the integrity of its participation in 

the fixing of any FX benchmark rate, including measures reasonably designed 

to identify and address internal or external conflicts of interest; 

b. Its remediation improvements will include internal controls and procedures 

relating to:

 measures designed to enhance detection and deterrence of improper 

communications concerning FX benchmark rates, including the form 

and manner in which communications may occur;

 monitoring systems designed to enhance the detection and deterrence 

of trading or other conduct potentially intended to manipulate directly 

or indirectly FX benchmark rates; 

 periodic audits, at least annually, of Respondent’s participation in the 

fixing of any FX benchmark rate; 

 supervision of trading desks that participate in the fixing of any FX

benchmark rate;

 routine and on-going training of all traders, supervisors and others who 

are involved in the fixing of any FX benchmark rate;

 processes for the periodic but routine review of written and oral 

communications of any traders, supervisors and others who are 

involved in the fixing of any FX benchmark rate with the review being 

documented and documentation being maintained for a period of three 

years; and

 continue to implement its system for reporting, handling and 

investigation of any suspected misconduct or questionable, unusual or 

unlawful activity relating to the fixing of any FX benchmark rate with 

escalation to compliance and legal and with reporting of material 

matters to the executive management of RBS, the Commission or

other appropriate regulators the Respondent shall maintain the record 

basis of the handling of each such matter for a period of three years.

c. Within 120 days of the entry of this Order, the Respondent shall make a report 

to the Commission, through the Division, concerning its remediation efforts, 
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prior to and since the entry of this Order. Within 365 days of the entry of this 

Order, Respondent shall submit a report to the Commission, through the 

Division, explaining how it has complied with the undertakings set forth 

herein. The report shall contain a certification from a representative of the 

Respondent’s Executive Management, after consultation with the 

Respondent’s chief compliance officer(s), that the Respondent has complied 

with the undertakings set forth above, and that it has established policies, 

procedures, and controls to satisfy the undertakings set forth in the Order.

2. COOPERATION WITH THE COMMISSION

In this action and in any investigation or other action instituted by the 

Commission, related to the subject matter of this action, Respondent shall 

cooperate fully and expeditiously with the Commission, including the Division. 

As part of such cooperation, Respondent agrees to the following for a period of 

three (3) years from the date of the entry of this Order, or until all related 

investigations and litigation are concluded, including through the appellate review 

process, whichever period is longer:

1. Preserve all records relating to the subject matter of this 

proceeding, including, but not limited to, audio files, electronic 

mail, other documented communications, and trading records;

2. Comply fully, promptly, completely, and truthfully with all 

inquiries and requests for non-privileged information or 

documents;

3. Provide authentication of documents and other evidentiary 

material;

4. Provide copies of non-privileged documents within RBS’s 

possession, custody or control;

5. Subject to applicable laws and regulations, RBS will make its 

best efforts to produce any current (as of the time of the 

request) officer, director, employee, or agent of RBS, 

regardless of the individual’s location, and at such location that 

minimizes Commission travel expenditures, to provide 

assistance at any trial, proceeding, or Commission 

investigation related to the subject matter of this proceeding, 

including, but not limited to, requests for testimony, 

depositions, and/or interviews, and to encourage them to testify 

completely and truthfully in any such proceeding, trial, or 

investigation; and
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6. Subject to applicable laws and regulations, RBS will make its 

best efforts to assist in locating and contacting any prior (as of 

the time of the request) officer, director, employee or agent of 

RBS;

RBS also agrees that it will not undertake any act that would limit its ability to 

cooperate fully with the Commission. RBS will designate an agent located in the 

United States of America to receive all requests for information pursuant to these 

Undertakings, and shall provide notice regarding the identity of such Agent to the 

Division upon entry of this Order. Should RBS seek to change the designated 

agent to receive such requests, notice of such intention shall be given to the 

Division fourteen (14) days before it occurs. Any person designated to receive 

such request shall be located in the United States of America.

3. PROHIBITED OR CONFLICTING UNDERTAKINGS

Should the Undertakings herein be prohibited by, or be contrary to the provisions 

of any obligations imposed on Respondents by any presently existing, or 

hereinafter enacted or promulgated laws, regulations, regulatory mandates, or the 

rules or definitions issued by a Benchmark Publisher, then Respondent shall 

promptly transmit notice to the Commission (through the Division) of such 

prohibition or conflict, and shall meet and confer in good faith with the 

Commission (through the Division) to reach an agreement regarding possible 

modifications to the Undertakings herein sufficient to resolve such inconsistent 

obligations. In the interim, Respondent will abide by the obligations imposed by 

the law, regulations, regulatory mandates and Benchmark Publishers’ rules and 

definitions. Nothing in these Undertakings shall limit, restrict or narrow any 

obligations pursuant to the Act or the Commission’s Regulations promulgated 

thereunder, including, but not limited to, Regulations 1.31 and 1.35, 17 C.F.R. §§ 

1.31 and 1.35 (2014), in effect now or in the future.

4. PUBLIC STATEMENTS

Respondent agrees that neither it nor any of its successors and assigns, agents or 

employees under its authority or control shall take any action or make any public 

statement denying, directly or indirectly, any findings or conclusions in this Order 

or creating, or tending to create, the impression that this Order is without a factual 

basis; provided, however, that nothing in this provision shall affect Respondent’s

(i) testimonial obligations, or (ii) right to take positions in other proceedings to 

which the Commission is not a party. Respondent and its successors and assigns 

shall undertake all steps necessary to ensure that all of its agents and/or 

employees under its authority or control understand and comply with this 

agreement.

5. Pursuant to Rule 506(d)(1)(iii)(B), 17 C.F.R. § 230.506(d)(1)(iii)(B), of the 

Securities & Exchange Commission's Regulation D, this Order constitutes a