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MEMORANDUM OF UNDERSTANDING BETWEEN THE U.S.

COMMODITY FUTURES TRADING COMMISSION AND THE OFFICE 

OF FINANCIAL RESEARCH REGARDING THE SHARING OF DATA 

AND INFORMATION COLLECTED ON FORM CPO-PQR 

This Memorandum of Understanding (“MOU”) is entered into between the U.S. Commodity 

Futures Trading Commission (“Commission”) and the Office of Financial Research (“OFR”)

(the Commission and OFR each a “Party,” and collectively, the “Parties”) for the purpose of 

setting forth the understanding of the Parties with respect to the use, treatment, handling, 

transmittal, and applicable disclosure restrictions concerning certain data and information 

collected, reported, or submitted on Form CPO-PQR and shared between the Parties. Form 

CPO-PQR is filed by certain Commodity Pool Operators registered with the Commission. Form 

CPO-PQR is filed with the National Futures Association (“NFA”) as the Commission’s 

delegatee. The Commission receives Form CPO-PQR information from NFA and maintains 

such information for the purpose of performing proper oversight of registrants. OFR has 

requested access to Form CPO-PQR information pursuant to its authority under the Dodd-Frank 

Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) for its use in connection 

with the functions and activities of OFR and the Financial Stability Oversight Council (“FSOC”) 

under the Dodd-Frank Act. 

Accordingly, the Parties hereby mutually agree to the following:

1. For the purposes of this MOU:

(a) “Form CPO-PQR Information” means any data or information collected, reported,

or submitted on Form CPO-PQR that is shared or received among the Parties 

pursuant to this MOU, including historical and current data and information.

(b) “Form CPO-PQR Work Product” means any OFR or FSOC analysis, study, 

research paper, report, internal policy document, publication, article, speech, 

presentation, testimony, or other work product that includes or is derived from 

Form CPO-PQR Information shared or received pursuant to this MOU. 

2. The Commission, as the Party providing the Form CPO-PQR Information, represents the 

following: 

(a) Form CPO-PQR Information is information received and maintained by the 

Commission in connection with its administration of the Commodity Exchange 

Act (“CEA”). 

(b) The Commission will provide OFR with the Form CPO-PQR Information 

consistent with the provisions of Section 8(e) of the CEA, 7 U.S.C. § 12(e), which 

states that, upon the request of any department or agency of the Government of

the United States, acting within the scope of its jurisdiction, the Commission may 

furnish to such department or agency any information in the possession of the 

Commission obtained in connection with administering the CEA. However, any 

information furnished under Section 8(e) of the CEA shall not be disclosed by the 
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recipient except in any action or proceeding under the laws of the United States to 

which it, the Commission, or the United States is a party. For the avoidance of 

doubt, this restriction applies equally to Form CPO-PQR Work Product, except 

that such Form CPO-PQR Work Product may be disclosed as set forth in 

paragraphs 3(c) and 3(d) below. 

(c) Commission staff understands that both OFR and FSOC, on behalf of which OFR 

acquires data, will have access to Form CPO-PQR Information in connection with 

activities within the scope of their respective jurisdictions. 

3. OFR:

(a) will establish and maintain necessary and appropriate safeguards to protect the 

confidentiality of the Form CPO-PQR Information and the Form CPO-PQR Work 

Product; 

(b) will use the Form CPO-PQR Information solely in connection with OFR’s 

statutory responsibility, mission, purpose, function, and activity under the DoddFrank Act;

(c) may provide access to, and share Form CPO-PQR Information and Form CPOPQR Work Product with: (i) OFR staff; (ii) FSOC and its staff; and (iii) staff

from FSOC member agencies working on FSOC or OFR matters (collectively 

“Authorized Recipients”), on a need to know basis for the purpose of performing

their official work duties consistent with applicable law. All Authorized 

Recipients of Form CPO-PQR Information and/or Form CPO-PQR Work Product 

must be advised of, and, as a condition of receiving the Form CPO-PQR 

Information or Form CPO-PQR Work Product, be bound by and instructed to 

comply with the terms of this MOU. For the avoidance of doubt, Authorized 

Recipients may not share Form CPO-PQR Information or Form CPO-PQR Work 

Product with any person not an Authorized Recipient, or otherwise disclose such 

Form CPO-PQR Information or Form CPO-PQR Work Product;

(d) may copy, reproduce, distribute, publish, or otherwise make Form CPO-PQR 

Work Product available to the public in print, electronic, digital, or other form, 

including on behalf of FSOC, provided that:

(i) all Form CPO-PQR Information contained in the Form CPO-PQR Work 

Product is sufficiently aggregated, anonymized, or otherwise masked to 

prevent the identification of the business transactions or market positions of 

any person or trade secrets or names of customers, consistent with the 

requirements of Sections 8(a) and 8(e) of the CEA; and 

(ii) Commission staff is provided, reasonably in advance of making the Form 

CPO-PQR Work Product available to the public, with a copy of the Form 

CPO-PQR Work Product for review to determine that the Form CPO-PQR 

Information is sufficiently aggregated, anonymized, or otherwise masked to 
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prevent the identification of the business transactions or market positions of 

any person or trade secrets or names of customers, consistent with the 

requirements of Section 8(a) and 8(e) of the CEA, and as a result consents in 

writing that it can be publicly disclosed in accordance with the requirements 

of Section 8(a) and 8(e) of the CEA;

(e) will not share Form CPO-PQR Information or Form CPO-PQR Work Product 

with any third party (other than as described in paragraphs 3(c) and 3(d)) except 

in connection with an action or proceeding under the laws of the United States to 

which OFR, the Commission, or the United States is a party; and

(f) will take all steps reasonably necessary to preserve, protect, and maintain all 

privileges and claims of confidentiality related to the Form CPO-PQR 

Information and Form CPO-PQR Work Product.

4. Sharing or receipt of the Form CPO-PQR Information or Form CPO-PQR Work Product

pursuant to this MOU does not constitute public disclosure of the Form CPO-PQR 

Information or Form CPO-PQR Work Product or a waiver of confidentiality or any 

privilege applicable to the Form CPO-PQR Information or Form CPO-PQR Work 

Product, except to the extent that Form CPO-PQR Work Product is made available to the 

public under paragraph 3(d) above. 

5. If OFR receives a request from a third party for Form CPO-PQR Information or Form 

CPO-PQR Work Product, such as a Freedom of Information Act request or subpoena, 

OFR will:

(a) unless prohibited by law, as soon as practicable notify the Commission of such 

request, subpoena, order, or other process and furnish to the Commission copies 

of any such request or order as well as any documents related thereto; 

(b) afford the Commission a reasonable opportunity to take whatever action it deems 

appropriate to preserve, protect, or maintain the confidentiality of the Form CPOPQR Information or Form CPO-PQR Work Product or any privileges associated 

therewith; 

(c) cooperate fully with the Commission to preserve, protect, and maintain the 

confidentiality of the Form CPO-PQR Information or Form CPO-PQR Work 

Product and any privileges associated therewith, including asserting any legal 

exemptions or privileges on the Commission’s behalf that may reasonably be 

requested to be asserted; 

(d) with respect to Form CPO-PQR Information, notify the requestor seeking the 

Form CPO-PQR Information that the Form CPO-PQR Information was obtained 

from the Commission and, where applicable, notify the requestor that requests for 

such Form CPO-PQR Information should be made directly to the Commission in 

accordance with applicable federal or state law; 
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(e) resist and agree to not initiate production of the Form CPO-PQR Information or 

Form CPO-PQR Work Product, and testimony related thereto, pending written 

consent of the Commission, except as provided in paragraph 6; and 

(f) consent to application by the Commission to intervene in any action in order to 

preserve, protect, or maintain the confidentiality of the Form CPO-PQR 

Information or Form CPO-PQR Work Product or any privileges associated 

therewith.

6. Nothing in this MOU will prevent OFR from complying with a request or demand from a 

duly authorized Committee of the United States Congress with authority to require and 

receive the Form CPO-PQR Information or Form CPO-PQR Work Product, or a legally 

valid and enforceable subpoena, or order by a court of competent jurisdiction for the 

Form CPO-PQR Information or Form CPO-PQR Work Product or testimony related 

thereto if, in the case of a subpoena or court order, OFR:

(a) reasonably determines that efforts to quash, appeal, or resist compliance with the 

subpoena or order would be unsuccessful or against its interest; 

(b) attempts, to the extent practicable, to secure a protective order to preserve, 

protect, and maintain the confidentiality of the Form CPO-PQR Information or 

Form CPO-PQR Work Product and any privileges associated therewith; and 

(c) immediately notifies the Commission of its intent to comply with the subpoena or 

order and of any actions taken in compliance with the subpoena or order.

In complying with a request received from a duly authorized Committee of the United 

States Congress, OFR shall:

(a) advise the Committee that any Form CPO-PQR Information, whether or not 

included in Form CPO-PQR Work Product, being produced belongs to the 

Commission; and 

(b) use its best efforts to obtain the commitment or agreement of the Committee that 

it will maintain the confidentiality of the Form CPO-PQR Information or Form 

CPO-PQR Work Product.

7. Nothing in this MOU waives or alters any provision of any applicable law or regulation 

relating to the Form CPO-PQR Information, Form CPO-PQR Work Product, or any other 

non-public, confidential data or information. 

8. This MOU is not intended to modify or replace any existing arrangements or practices 

regarding the sharing of information between the Parties, except that the Parties agree 

that the access letter dated February 4, 2015, signed by Susan Nathan, Deputy General 

Counsel, on behalf of the Commission, to Matthew Reed, Chief Counsel, OFR, re: OFR 

Request for Form CPO-PQR Data, is superseded by this MOU. This MOU is intended to 

complement, but does not alter, the terms and conditions of the existing Memorandum of 

Understanding Regarding the Treatment of Non-Public Information Shared Among 
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Parties Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act 

(“FSOC MOU”). To the extent any provision in this MOU is construed to conflict with

any provision in the FSOC MOU, the provision in this MOU shall prevail.

9. This MOU does not modify the ability and responsibility of the Parties to enforce or 

administer their respective statutes and regulations, nor does it create any legally binding 

obligations on the Parties or supersede any applicable laws or regulations. 

10. This MOU does not create any rights enforceable by third parties, nor does it affect any 

arrangements under any of the Parties’ existing MOUs. 

11. Each of the Parties has authority to enter into this MOU and to maintain the 

confidentiality of Form CPO-PQR Information and Form CPO-PQR Work Product in 

accordance with this MOU. In the event of any material change in a Party’s authority 

either to enter into this MOU or to maintain the confidentiality of Form CPO-PQR 

Information or Form CPO-PQR Work Product that is subject to this MOU, written 

notification will be provided immediately to the other Party. If there has been a material 

change in a Party’s authority either to enter into this MOU or to maintain the 

confidentiality of Form CPO-PQR Information or Form CPO-PQR Work Product that is 

subject to this MOU, such Party agrees that all Form CPO-PQR Information and all Form 

CPO-PQR Work Product will continue to be governed by the terms of this MOU.

12. This MOU will become effective as of the date of its signing. This MOU may be revised 

or modified on written agreement of all Parties. Any Party may terminate this MOU 

upon 30 days’ written notice to the other Party. Following termination of this MOU, all 

Form CPO-PQR Information and Form CPO-PQR Work Product provided or received

pursuant to this MOU will continue to be governed by the terms of this MOU.

13. This MOU may be executed in separate counterparts, each of which when executed and 

delivered shall be deemed an original, and all of which taken together shall constitute one 

and the same MOU.
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This MOU is executed this _______ day of _________________, 2020.

___________________________________________

Heath P. Tarbert

Chairman of the U.S. Commodity Futures Trading Commission

Three Lafayette Centre

1155 21st Street, N.W.

Washington, D.C. 20581

__________________________________________

Dino Falaschetti

Director of the Office of Financial Research

U.S. Department of the Treasury

717 14th Street, N.W.

Washington, D.C. 20220