1

UNITED STATES OF AMERICA 

Before the 

COMMODITY FUTURES TRADING COMMISSION 

In the Matter of: ) 

 ) 

ED&F Man Capital Markets, Ltd., ) 

) CFTC Docket No. 22-13

Respondent. ) 

 ) 

ORDER INSTITUTING PROCEEDINGS PURSUANT TO SECTIONS 6(c) AND (d) OF 

THE COMMODITY EXCHANGE ACT, MAKING FINDINGS, AND IMPOSING 

REMEDIAL SANCTIONS 

I. INTRODUCTION

The Commodity Futures Trading Commission (“Commission”) has reason to believe that 

from February 7, 2014 through September 2019, and to a lesser extent through July 31, 2021 for 

certain conduct described herein, ED&F Man Capital Markets, Ltd. (“MCML” or “Respondent”) 

violated Sections 2(a)(13)(F) and (G), 4s(h)(1)(B) and 4s(h)(3)(B)(ii) and (iii)(II) and (C) of the 

Commodity Exchange Act (the “Act”), 7 U.S.C. §§ 2(a)(13)(F) and (G), 6s(h)(1)(B) and 

6s(h)(3)(B)(ii) and (iii)(II) and (C), and Regulations 43.3(a)(1) and (3), 43.4(a), 45.3(b) and (c), 

45.4, 45.5, 45.6, 45.14(a), 23.431(a)(3)(i) and (ii), 23.433 and 23.602, 17 C.F.R. §§ 

23.431(a)(3)(i) and (ii), 23.433 and 23.602 (2021); 17 C.F.R. 43.3(a)(1) and (3), 43.4(a), 45.3(b) 

and (c), 45.4, 45.5, 45.6, 45.14(a), (2020) (amended 2021) 1, of the Commission Regulations 

(“Regulations”) promulgated thereunder. 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 should be issued imposing remedial sanctions. 

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 any of the findings or conclusions herein, Respondent consents to 

the entry of this Order Instituting Proceedings Pursuant to Sections 6(c) and (d) of the 

Commodity Exchange Act, Making Findings, and Imposing Remedial Sanctions (“Order”) and 

acknowledges service of this Order.2

1

 The Commission amended Parts 43, 45, and 49 on November 25, 2020, with the new regulations becoming 

effective on January 25, 2021. Certain Swap Data Repository and Data Reporting Requirements, 85 FR 75601 (Nov. 

25, 2020). The amendments did not affect the substantive requirements at issue in this order. 

2 Respondent consents to the use of the findings of fact and conclusions of law in this Order in this proceeding and 

in any other proceeding brought by the Commission or to which the Commission is a party or claimant, and agrees 

that they shall be taken as true and correct and be given preclusive effect therein, without further proof. Respondent 

does not consent, however, to the use of this Order, or the findings or conclusions herein, as the sole basis for any 

other proceeding brought by the Commission or to which the Commission is a party or claimant, other than: a 

proceeding in bankruptcy or receivership; or a proceeding to enforce the terms of this Order. Respondent does not 
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II. FINDINGS 

The Commission finds the following: 

A. SUMMARY 

 MCML provisionally registered as a Swap Dealer (“SD”) on February 7, 2014. As a 

provisionally registered SD, MCML was required to comply with certain reporting requirements 

related to its swaps transactions set forth in Part 43 and Part 45 of the Regulations, 17 C.F.R. pts. 

43 and 45 (2021), and with the Business Conduct Standards applicable to SDs set forth in Part 23 

of the Regulations,17 C.F.R. pt. 23 (2021). From February 7, 2014 to September 2019, and to a 

lesser extent through July 31, 2021, MCML failed to report and/or failed to accurately report 

certain data for hundreds of thousands of swaps transactions to a swaps data repository (“SDR”) 

in violation of Sections 2(a)(13)(F) and (G) of the Act, 7 U.S.C. §§ 2(a)(13)(F) and (G), and 

Regulations 43.3(a)(1) and (3), 43.4(a), 45.3(b) and (c), 45.4, 45.5, 45.6 and 45.14(a), 17 C.F.R. 

§§ 43.3(a)(1) and (3), 43.4(a), 45.3(b) and (c), 45.4, 45.5, 45.6, 45.14(a) (2020) (amended 2021). 

In addition, MCML failed to disclose to its swaps counterparties (“CPs”) certain material 

information in violation of two provisions of the Business Conduct Standards applicable to SDs. 

First, from February 2014 through January 2018, proprietary traders trading on behalf of an 

MCML affiliate, ED&F Man Professional Trading Services Inc. (“MPT”), had access to the 

trading books and trading positions of MCML’s swap traders, and MCML’s swap traders had 

access to the trading books and trading positions of MPT’s proprietary traders. This was a 

conflict of interest that MCML failed to disclose to its swaps CPs in violation of 

Sections 4s(h)(3)(B)(ii) and (C) of the Act, 7 U.S.C. §§ 6s(h)(3)(B)(ii) and (C), and 

Regulations 23.431(a)(3)(ii) and 23.433, 17 C.F.R. §§ 23.431(a)(3)(ii) and 23.433 (2021). 

Second, during the period February 2014 through September 2019, and to a lesser extent until 

April 2021, MCML failed to disclose required pre-trade mid-market marks (“PTMMMs”) in 

violation of Section 4s(h)(3)(B)(iii)(II) of the Act, 7 U.S.C. §§ 6s(h)(3)(B)(iii)(II), and 

Regulation 23.431(a)(3)(i), 17 C.F.R. § 23.431(a)(3)(i) (2021). 

Finally, from February 2014 through September 2019, MCML’s managers failed to 

supervise diligently its swaps business and all activities related to its swaps business performed 

by MCML’s employees and agents with respect to its swaps data reporting obligations under 

Parts 43 and 45 of the Regulations, and its conflict of interest and PTMMM disclosure 

obligations under Part 23 of the Regulations, in violation of Section 4s(h)(1)(B) of the Act, 7 

U.S.C. § 6s(h)(1)(B), and Regulation 23.602, 17 C.F.R. § 23.602 (2021). 

In September 2019, MCML implemented remedial measures to correct deficiencies in its 

swaps data reporting and PTMMM disclosure compliance. While those remedial measures have 

been largely successful, some swaps data reporting and PTMMM disclosure compliance 

deficiencies remained until July and April 2021, respectively. 

                                                            

consent to the use of the Offer or this Order, or the findings or conclusions in this Order, by any other party in any 

other proceeding.
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In accepting Respondent’s Offer, the Commission recognizes the substantial cooperation 

of MCML with the Division of Enforcement’s investigation of this matter. The Commission 

also acknowledges Respondent’s representations concerning its remediation in connection with 

this matter. The Commission’s recognition of Respondent’s substantial cooperation and 

appropriate remediation is further reflected in the form of a reduced penalty. 

B. RESPONDENT 

Respondent MCML is a non-U.S. SD organized under the laws of the United Kingdom, 

with an office in London. MCML was provisionally registered with the Commission as an SD 

on February 7, 2014. Respondent’s swaps business is focused on metals and foreign currencies 

(“FX”). Its CPs include U.S. persons. 

C. FACTS 

1. The NFA 2018 Audit 

In June 2018, the National Futures Association (“NFA”) notified MCML of its intent to 

conduct a routine audit of MCML’s swaps business and requested production of documents. In 

August 2018, MCML disclosed to the NFA and other relevant regulators that MCML provided 

incomplete or inaccurate information to an SDR with respect to its metals and FX swaps 

transactions, failed to disclose to its CPs a conflict of interest involving MPT’s proprietary 

traders, and failed to provide to its U.S. CPs the required PTMMMs. Soon thereafter, an outside 

consultant retained on behalf of MCML issued a preliminary report, confirming, among other 

things, that MCML had failed to comply with a number of swaps data reporting requirements 

under the Act and Regulations with respect to both metals and FX swaps, and had done so since 

the date of its provisional registration as an SD in February 2014. MCML provided a copy of the 

consultant’s preliminary report to the NFA and to the Commission’s Division of Swap Dealer 

and Intermediary Oversight. In January 2019, the NFA issued an audit report identifying, among 

other things, MCML’s swaps data reporting failures, its failure to disclose a material conflict of 

interest, its failure to provide PTMMMs, and its failures to diligently supervise. 

2. Swaps Data Reporting Deficiencies 

During the period February 2014 to July 2021 (the “SDR Relevant Period”), MCML 

failed to fully report and/or failed to accurately report to an SDR certain swaps data in its 

primary asset classes of metals and FX swaps. From February 2014 through September 2019, 

MCML’s swaps data reporting failures involved hundreds of thousands of swaps. For example, 

MCML entirely failed to report some uncleared swaps, including swaps with its two prime 

brokers and four liquidity providers. For other swaps, MCML failed to report real-time data as 

soon as technologically practicable, and failed to report the primary economic terms, 

confirmation data and continuation data (including life-cycle data) of uncleared swaps. For 

reports that MCML made to an SDR during the SDR Relevant Period, MCML failed to submit 

all of the data required by the Act and Regulations, including the name of the CP, U.S. person 

indicators, unique swap identifiers and legal entity identifiers. For other reports that MCML 

submitted to an SDR during the SDR Relevant Period, MCML submitted inaccurate information, 

including incorrect timestamps, inaccurate trade quantities and inaccurate maturity dates. 
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MCML also failed to link related swaps, to correctly report metals swaps termination dates, and 

to correct errors and omissions in its swaps data reporting. 

MCML implemented remedial measures to address deficiencies in its swaps data 

reporting in September, 2019. Thereafter, MCML’s swaps data reporting failures continued 

through July 2021, though to a substantially lesser extent than during the prior time period. 

In short, during the SDR Relevant Period, MCML either failed to report or misreported to 

an SDR over 380,000 FX and metals swaps. 

 

3. Conflict of Interest Disclosure Failures 

From February 7, 2014 through January 2018, the global head of MCML’s FX swaps 

trading desk also oversaw trading staff executing proprietary trades on behalf of MPT. Traders 

executing proprietary trades on behalf of MPT also provided services in support of MCML’s FX 

business, facilitating trades opposite MCML’s customers. During that time period, seven of 

MPT’s proprietary traders had physical and electronic access to MCML’s proposed swaps trades, 

including information indicating the nature of the orders that MCML’s swaps customers and 

eventual CPs intended to place. MCML did not disclose this conflict of interest to its U.S. swaps 

CPs during the February 7, 2014 through January 2018 time period. 

In January 2018, MCML identified the conflict and remediated by segregating the MPTand MCML- assigned traders. 

 

4. PTMMM Disclosure Failures 

During the period February 2014 to April 2021 (the “PTMMM Relevant Period”), 

MCML failed to provide required PTMMMs to some of its CPs in connection with numerous 

metals and FX swaps for which no third-party trading platform provided the mark. From 

February 2014 to September 2019, MCML experienced systemic failures in its PTMMM 

disclosure process. In September 2019 and in early 2020, MCML implemented remedial 

measures to address some of those deficiencies. Thereafter, until April 2021, MCML continued 

to fail to disclose the required PTMMM to some of its CPs, though to a substantially lesser 

extent than during the earlier time period. Upon discovering this, MCML implemented 

additional remedial measures in April 2021. 

The Commission’s Division of Swap Intermediary Oversight has issued certain 

conditional no-action relief to SDs and major swap participants (“MSPs”) from PTMMM 

disclosure requirements for limited types of FX transactions. See, e.g., CFTC Letter Nos. 12-42, 

2012 WL 12347457 (Dec. 6, 2012) and 13-12, 2013 WL 11069539 (May 1, 2013). MCML’s 

failures to disclose PTMMMs to U.S. person CPs, as described above, did not fit within the 

parameters of any such no-action relief.3

 Therefore, the no-action relief letters do not exempt 

MCML’s failures to provide PTMMMs to U.S. CPs. 

                                                            

3

 CFTC Letter Nos. 12-42 and 13-12 state that, with respect to certain FX transactions, DSIO will not recommend 

that the Commission commence an enforcement action against an SD or MSP for failure to disclose to CPs to those 

transactions the PTMMM required under Regulation 23.431(a)(3) if, among other things, the CP “agrees in advance, 
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5. Failure to Supervise 

From February 2014 through September 2019 (the “Supervision Relevant Period”), 

MCML failed to supervise its swap dealer activities diligently with respect to swaps data 

reporting, conflict of interest disclosures, and PTMMM disclosures. By 2015, MCML identified 

in its compliance manual and training materials the pertinent Regulations governing its swaps 

data reporting obligations under Parts 43 and 45 of the Regulations, and its material disclosure 

requirements under Part 23 of the Regulations, including its obligations to disclose material 

conflicts of interest and PTMMMs where appropriate. MCML, however, did not implement 

those requirements or fulfill that obligation. Moreover, MCML lacked both protocols on how to 

implement the requirements and adequate surveillance systems to alert it to compliance 

deficiencies. These supervisory failures led directly to the violations of Parts 23, 43 and 45 of 

the Regulations set forth further above. 

6. MCML’s Remediation and Cooperation Efforts

In September 2019, MCML implemented remedial measures to correct the deficiencies in 

its swaps data reporting obligations under Parts 43 and 45 and its PTMMM disclosure 

obligations under Part 23. While those remedial measures were largely successful, some 

deficiencies remained, albeit to a significantly lesser extent than in earlier years. In 2020 and 

2021, MCML experienced some problems integrating its internal client records system with its 

third-party system, resulting in, for example, a failure to identify certain clients as U.S. persons 

triggering the required SDR reporting. In addition, MCML experienced other system and/or 

manual input issues resulting in some misreporting of swaps data. MCML also failed to provide 

PTMMMs to U.S. CPs for a limited number of transactions. Upon discovery of these swap data 

reporting and PTMMM deficiencies, MCML implemented additional remedial measures, 

enhancing certain surveillance and control protocols. 

As a further remedial measure, MCML has stated that it completed back-reporting to the 

relevant SDR for swaps that it reported in violation of Parts 43 and 45 of the Regulations, as 

described in the 2018 NFA audit examination. For metals swaps, MCML has stated that it 

completed back-reporting as of April 30, 2021, and for FX swaps, that it completed backreporting as of July 23, 2021. 

MCML cooperated extensively and timely with Division staff. This cooperation included 

analyses of swaps trading data that contained material admissions and voluntary witness 

testimony. Overall, the transparency and responsiveness of MCML and its counsel expedited the 

Division’s investigation considerably. 

                                                            

in writing” that the SD and MSP “need not disclose a [PTMMM].” MCML has admitted that, prior to September 

2019, MCML’s client relationship documents contained no provision enabling its CPs in the covered FX 

transactions to agree in advance to waive the PTMMM disclosure requirement. Nor did MCML otherwise obtain 

the written agreement of some of its U.S. CPs in the covered FX transactions that MCML need not provide 

PTMMMs. 
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III. LEGAL DISCUSSION 

A. MCML Failed to Report, and Misreported, Swaps to an SDR 

 All swaps, both cleared and uncleared, are required to be reported to a registered SDR, 

and the Act establishes requirements for real-time reporting and public availability of swap 

transaction data. See Sections 2(a)(13)(F) and (G) of the Act, 7 U.S.C. §§ 2(a)(13)(F) and (G). 

Pursuant to these requirements, the Commission adopted implementing swaps data reporting 

regulations, which apply to MCML in its capacity as a registered SD. See, e.g., Parts 43 and 45 

of the Regulations, 17 C.F.R pts. 43 and 45 (2021). These implementing regulations “were 

designed to enhance transparency, promote standardization, and reduce systemic risk.” In re 

Mizuho Capital Markets LLC, CFTC No. 21-17, 2021 WL 4501467, at *9 (Sept. 27, 2021) 

(consent order). “Market participants rely upon the public availability of swap data for price 

discovery purposes.” In re Morgan Stanley Capital Services LLC, CFTC No. 20-78, 2020 WL 

5876732, at *4 (Sept. 30, 2020) (consent order) (citation omitted). “The accuracy and 

completeness of swap reporting are critical to the Commission’s mission to protect market 

participants and to ensure market integrity.” CFTC v. Deutsche Bank AG, No. 1:16-cv-6544 

(WHP), 2020 WL 4611985, at *8 (S.D.N.Y June 17, 2020) (citing In re Société Générale Int’l 

Ltd., CFTC No. 19-38, 2019 WL 4915485, at *6 (Sept. 30, 2019) (consent order) (collecting 

cases)). 

More specifically, during the SDR Relevant Period, MCML, for hundreds of thousands 

of swaps, failed to report to an SDR: real-time data as soon as technologically practicable, in 

violation of Regulations 43.3(a)(1) and (3), 17 C.F.R. §§ 43.3(a)(1) and (3) (2020) (amended 

2021); any data for certain uncleared swaps, in violation of Regulation 43.4(a), 17 C.F.R. § 

43.4(a) (2020) (amended 2021); primary economic terms and confirmation data, in violation of 

Regulations 45.3(b) and (c), 17 C.F.R. §§ 45.3(b) and (c) (2020) (amended 2021); continuation 

data, including life-cycle data, in violation of Regulation 45.4, 17 C.F.R. § 45.4 (2020) (amended 

2021); unique swap identifiers, in violation of Regulation 45.5, 17 C.F.R. § 45.5 (2020) 

(amended 2021); legal entity identifiers, in violation of Regulation 45.6, 17 C.F.R. § 45.6 (2020) 

(amended 2021); and, errors and omissions, in violation of Regulation 45.14(a), 17 C.F.R. § 

45.14(a) (2020) (amended 2021). See, e.g., In re Northern Trust, CFTC No. 19-39, 2019 WL 

4915486, at *3 (Sept. 30, 2019) (hundreds of thousands of violations of, inter alia, Regulations 

43.3, 45.3 and 45.4) (consent order); In re Bank of New York Mellon, CFTC No. 19-42, 2019 WL 

4915489, at ** 2-3 (Sept. 30, 2019) (hundreds of thousands of violations of Regulations 43.3 and 

45.3) (consent order); In re Société Générale Intl., Ltd., CFTC No. 19-38, 2019 WL 4915485, at 

** 5-6 (Sept. 30, 2019) (millions of violations, including violations of Regulations 43.3 and 

45.3) (consent order). 

B. MCML Failed to Disclose a Conflict of Interest 

 Sections 4s(h)(3)(B)(ii) and (C) of the Act, 7 U.S.C. §§ 6s(h)(3)(B)(ii) and (C), and 

Regulations 23.431(a)(3)(ii) and 23.433, 17 C.F.R. §§ 23.431(a)(3)(ii) and 23.433 (2021), set 

forth certain business conduct standards for SDs. These include requirements that SDs disclose 

to CPs information about the material characteristics of the swap, the SD’s material incentives, 
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conflicts of interest related to the swap, and that the SD communicate with CPs in a fair and 

balanced manner based upon principles of good faith and fair dealing. 

From February 2014 through January 2018, MCML failed to disclose that persons 

employed to make proprietary trades on behalf of MCML’s affiliate, MPT, had access to trades 

that MCML’s customers and eventual CPs intended to execute. Therefore, MCML failed to 

disclose a conflict of interest related to its CPs’ swaps and failed to communicate with its CPs in 

a fair and balanced manner based upon principles of good faith and fair dealing, in violation of 

Sections 4s(h)(3)(B)(ii) and (C) of the Act and Regulations 23.431(a)(3)(ii) and 23.433. Cf. In 

the Matter of J.P. Morgan Chase Bank, CFTC No. 16-05, 2015 WL 9268695, at *4 (Dec. 18, 

2015) (in non-swaps matter, Respondent failed to disclose a conflict of interest concerning an 

undisclosed preference to invest its clients’ funds in proprietary commodity pools) (consent 

order). 

C. MCML Failed to Provide PTMMMs to its U.S. CPs 

 Section 4s(h)(3)(B)(iii)(II) of the Act, 7 U.S.C. § 6s(h)(3)(B)(iii)(II), requires SDs to 

disclose to CPs information about the material characteristics of uncleared swaps and a daily 

mark of each uncleared swap transaction. Regulation 23.431(a)(3)(i), 17 C.F.R. 

§ 23.431(a)(3)(i) (2021), additionally requires, as part of the disclosure of material incentives and 

conflicts of interest, disclosure of a PTMMM. Regulation 23.431 requires that both the daily 

mark and the PTMMM “shall not include amounts for profit, credit reserve, hedging, funding, 

liquidity, or any other costs or adjustments.” Regulation 23.431(d)(2), 17 C.F.R. § 23.431(d)(2) 

(2021). 

During the PTMMM Relevant Period, though to a lesser extent from September 2019 to 

April 2021, MCML failed to provide PTMMMs to some of its U.S. CPs prior to entering into 

hundreds of thousands of swaps for which no third-party trading platform provided the PTMMM 

and for which the no-action relief discussed above did not apply. Therefore, MCML violated 

Section 4s(h)(3)(B)(iii)(II) of the Act and Regulation 23.431(a)(3)(i). See, e.g., In re Société 

Générale Intl., Ltd., CFTC No. 21-36, 2021 WL 4501471, at **6-7 (Sept. 29, 2021) (Respondent 

failed to disclose PTMMMs, and provided misleading PTMMMs, to swaps CPs for eight years) 

(consent order); In re Mizuho Capital Markets LLC, CFTC No. 21-17, 2021 WL 4501467, at ** 

8-9 (Sept. 27, 2021) (Respondent had numerous failures to disclose daily marks, and the 

methodology and assumptions used to prepare daily marks, for six years) (consent order); In re 

Cargill, Inc., CFTC No. 18-03, 2017 WL 5188245, at *8 (Nov. 6, 2017) (Respondent provided 

misleading PTMMMs to swaps CPs for three years) (consent order). 

D. MCML Failed to Diligently Supervise its Swaps Trading Business 

 Section 4s(h)(1)(B) of the Act, 7 U.S.C. § 6s(h)(1)(B), requires “diligent supervision of 

the business of the registered swap dealer.” Regulation 23.602(a) further requires that SDs 

“establish and maintain a system to supervise, and shall diligently supervise, all activities 

relating to its business performed by its partners, members, officer employees, and agents (or 

persons occupying a similar status or performing a similar function.” 17 C.F.R. § 23.602(a) 

(2021). A violation of Regulation 23.602 is established “by showing either that: (1) the 
8

registrant’s supervisory system was generally inadequate; or (2) the registrant failed to perform 

its supervisory duties diligently.” In re Société Générale Intl., CFTC No. 21-36, 2021 WL 

4501471, at * 8 (Sept. 29, 2021) (consent order). 

 The operative language of Regulation 23.602 is similar to the language of the 

Commission’s longstanding supervision regulation for futures and options, Regulation 166.3, 17 

C.F.R. § 166.3 (2021). See In re INTL FC Stone Mkts., LLC, CFTC No. 15-27, 2015 WL 

4980321, at *3 (Aug. 19, 2015) (consent order) (interpreting Regulation 23.602, noting similarity 

of language to Regulation 166.3, and making Regulation 166.3 case law instructive). Under 

Regulation 166.3, evidence of violations that “’should be detected by a diligent system of 

supervision, either because of the nature of the violations or because the violations have occurred 

repeatedly’ is probative of a failure to supervise.” CFTC v. Deutsche Bank AG, 2020 WL 

4611985, at *9 (consent order) (citing In re INTL FC Stone Mkts., 2015 WL 4980321, at *3 

(quoting In re Paragon Futures Ass’n, CFTC No. 88-18, 1992 WL 74261, at *14 (Apr. 1, 1992) 

(appeal of initial decision)). 

 

During the Supervision Relevant Period, MCML failed to implement an adequate 

supervisory regime sufficient to ensure compliance and failed to perform its supervisory 

obligations with respect to swaps data reporting and material disclosure requirements. While 

MCML’s swaps compliance manual and training materials identified the pertinent provisions of 

the Act and Regulations at issue here, MCML’s managers failed to ensure that MCML’s staff 

complied with the swaps data reporting requirements in Parts 43 and 45 of the Regulations. 

Instead, MCML failed to report or inaccurately reported hundreds of thousands of swaps to an 

SDR. 

Similarly, MCML’s managers failed to ensure that MCML staff disclose to U.S. CPs the 

conflict of interest created by its affiliate’s proprietary traders’ access to MCML’s CPs’ proposed 

trades. Finally, MCML’s managers failed to ensure that MCML staff provided PTMMMs to 

U.S. CPs prior to entering into swaps trades. For these supervisory failures, MCML violated 

Section 4s(h)(1)(B) of the Act and Regulation 23.602. 

IV. FINDING OF VIOLATIONS 

Based upon the foregoing, the Commission finds that: 

1. During the SDR Relevant Period, Respondent violated Sections 2(a)(13)(F) and (G) 

of the Act, 7 U.S.C. §§ 2(a)(13)(F) and (G), and Regulations 43.3(a)(1) and (3), 

43.4(a), 45.3(b) and (c), 45.4, 45.5, 45.6, 45.14(a), 17 C.F.R. §§ 43.3(a)(1) and (3), 

43.4(a), 45.3(b) and (c), 45.4, 45.5, 45.6, 45.14(a) (2020) (amended 2021); 

2. From February 2014 through January 2018, Respondent violated Sections 

4s(h)(3)(B)(ii) and (C) of the Act, 7 U.S.C. §§ 6s(h)(3)(B)(ii) and (C), and 

Regulations 23.431(a)(3)(ii) and 23.433, 17 C.F.R. §§ 23.431(a)(3)(ii) and 23.433 

(2021); 
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3. During the PTMMM Relevant Period, Respondent violated Section 

4s(h)(3)(B)(iii)(II) of the Act, 7 U.S.C. § 6s(h)(3)(B)(iii)(II), and Regulation 

23.431(a)(3)(i), 17 C.F.R. § 23.431(a)(3)(i) (2021); and, 

4. During the Supervision Relevant Period, Respondent violated Section 4s(h)(1)(B) of 

the Act, 7 U.S.C. § 6s(h)(1)(B), and Regulation 23.602, 17 C.F.R. § 23.602 (2021). 

V. OFFER OF SETTLEMENT 

Respondent has submitted the Offer in which it, without admitting or denying the 

findings and conclusions herein: 

A. Acknowledges service of this Order; 

B. Admits the jurisdiction of the Commission with respect to all matters set forth in this 

Order 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, and 28 U.S.C. § 2412, and/or the rules promulgated by the 

Commission in conformity therewith, Part 148 of the Regulations, 17 C.F.R. pt. 

148 (2021), 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, §§ 201-53, 110 Stat. 

847, 857-74 (codified as amended at 28 U.S.C. § 2412 and in scattered sections of 

5 U.S.C. and 15 U.S.C.), 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, including this Order; 

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; 
10

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 Sections 2(a)(13)(F) 

and (G), 4s(h)(1)(B) and 4s(h)(3)(B)(ii) and (iii)(II) and (C) of the Act, 7 U.S.C. 

§§ 2(a)(13)(F) and (G), 6s(h)(1)(B) and 6s(h)(3)(B)(ii) and (iii)(II) and (C), and 

Regulations 43.3(a)(1) and (3), 43.4(a), 45.3(b) and (c), 45.4, 45.5, 45.6, 45.14(a), 

23.431(a)(3)(i) and (ii), 23.433 and 23.602, 17 C.F.R. §§ 23.431(a)(3)(i) and (ii), 

23.433 and 23.602 (2021); 17 C.F.R. 43.3(a)(1) and (3), 43.4(a), 45.3(b) and (c), 

45.4, 45.5, 45.6, 45.14(a) (2020) (amended 2021); 

2. Orders Respondent to cease and desist from violating Sections 2(a)(13)(F) and 

(G), 4s(h)(1)(B) and 4s(h)(3)(B)(ii) and (iii)(II) and (C) of the Act and 

Regulations 43.3(a)(1) and (3), 43.4(a), 45.3(b) and (c), 45.4, 45.5, 45.6, 45.14(a), 

23.431(a)(3)(i) and (ii), 23.433 and 23.602; 

3. Orders Respondent to pay a civil monetary penalty in the amount of three million 

two hundred fifty thousand dollars ($3,250,000) plus post-judgment interest 

within ten (10) days of the date of entry of this Order; 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 VI of this 

Order. 

F. Represents that MCML’s back-reporting efforts with regard to swaps identified in 

connection with the 2018 NFA audit examination are complete as of April 30, 2021 for 

metals swaps and as of July 23, 2021 for FX swaps. 

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

VI. ORDER 

Accordingly, IT IS HEREBY ORDERED THAT: 

A. Respondent shall cease and desist from violating Sections 2(a)(13)(F) and (G), 

4s(h)(1)(B) and 4s(h)(3)(B)(ii) and (iii)(II) and (C) of the Act, 7 U.S.C. §§ 2(a)(13)(F) 

and (G), 6s(h)(1)(B) and 6s(h)(3)(B)(ii) and (iii)(II) and (C), and Regulations 43.3(a)(1) 

and (3), 43.4(a), 45.3(b) and (c), 45.4, 45.5, 45.6, 45.14(a), 23.431(a)(3)(ii), 23.433 and 

23.602, 17 C.F.R. §§ 43.3(a)(1) and (3), 43.4, 45.3(b) and (c), 45.4(a), 45.5, 45.6, 

45.14(a), 23.431(a)(3)(i) and (ii), 23.433 and 23.602 (2021).

B. Respondent shall pay a civil monetary penalty in the amount of three million two hundred 

fifty thousand dollars ($3,250,000) (“CMP Obligation”) within ten (10) days of the date 

of entry of this Order. 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 
11

the Treasury Bill rate prevailing on the date of entry of this Order pursuant to 28 U.S.C. § 

1961.

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: 

CFTC 

C/O ESC/AMK-326; HQ RM 265 

6500 S. MacArthur Blvd. 

Oklahoma City, OK 73169 

(405) 954-6569 office 

9-AMC-AR-CFTC@faa.gov 

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

address 9-AMC-AR-CFTC@faa.gov 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 paying Respondent and the name and 

docket number of this proceeding. The paying 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 its successors and assigns shall comply with the following 

conditions and undertakings set forth in the Offer: 

1. 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 legal positions in other proceedings to which the 

Commission is not a party. Respondent and its successors and assigns shall 

comply with this agreement, and 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. 

2. Cooperation with the Commission: Respondent shall cooperate fully and 

expeditiously with the Commission, including the Commission’s Division of 

Enforcement, in this action and in any current or future Commission 

investigations or actions related thereto. Respondent shall also cooperate in 

any investigation, civil litigation, or administrative matter related to, or arising 

from, this action.