United States Commodity Futures 

Trading Commission 

United Kingdom Financial Conduct 

Authority 

CONSULTATION, COOPERATION AND THE EXCHANGE OF INFORMATION 

RELATED TO THE SUPERVISION OF COVERED ENTITIES 

IN THE ALTERNATIVE INVESTMENT FUND INDUSTRY 

June 20, 2019 
AIFs and Commodity Pools that operate on a cross-border basis between the United Kingdom and the 

United States. The Authorities express, through this MoU, their willingness to cooperate with each 

other in the interest of fulfilling their respective regulatory mandates, particularly in the areas of 

investor protection, fostering market and financial integrity, and maintaining confidence and systemic 

stability. This MoU is a bilateral arrangement between the CFTC and the FCA. 

Article 1. Definitions 

For the purpose of this MoU: 

a) "Authority" means a signatory to this MoU, or any such signatory's successor. 

b) "Requested Authority" means the Authority to whom a request is made under this MoU. 

c) "Requesting Authority" means the Authority making a request under this MoU. 

d) "UK AIFM Regime" means the UK legislation which, when made, implemented Directive 

2011/61/EU in the United Kingdom, including the FCA's rules in Investment Funds 

Sourcebook (as amended), the Alternative Investment Fund Managers Regulations 2013 

(as amended), and the Regulated Activities Order 2001 (as amended), and any EU laws 

made under or in relation to Directive 2011/61/EU which are incorporated into UK law by 

or under the European Union (Withdrawal) Act 2018 (subject to any amendments made to 

those EU laws as they apply in the United Kingdom). 

e) "AIF" means a collective investment undertaking, including investment compartments 

thereof, which: (i) raises capital from a number of investors, with a view to investing it in 

accordance with a defined investment policy for the benefit of those investors; and (ii) is 

not a UK UCITS, as defined in section 237(2) of the Financial Services and Markets Act 

2000, as amended. 

f) "AIFM'' means a legal Person whose regular business is managing one or more AIFs in 

accordance with the UK AIFM Regime. 

g) "Delegate" means an entity to which an AIFM delegates the tasks of carrying out the 

portfolio management or risk management of one or more Covered Funds under its 

management in accordance with section 3.10 of the Investment Funds sourcebook in the 

FCA's Handbook of rules and guidance. 

h) "Covered Entity" means: 

i. An AIFM, as defined in Article 1(f); 

ii. A CPO, as defined in the Commodity Exchange Act (CEA) and relevant regulations; 

iii. ACTA, as defined in the CEA and relevant regulations; 
j) "Governmental Entity" means: 

i. If the Requesting Authority is the CFI'C, the U.S. Department of the Treasury, the 

U.S. Board of Governors of the Federal Reserve System or the Financial Stability 

Oversight Council; and 

ii. If the Requesting Authority is the Financial Conduct Authority, Her Majesty's 

Treasury or the Bank of England. 

k) "Local Authority" means the Authority in whose territory a Covered Entity is located. 

1) "Emergency Situation" means the occurrence of an event that could materially impair the 

financial or operational condition of a Covered Entity. 

m) "Person" includes a natural person, unincorporated association, partnership, trust, 

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

Article 2. General provisions 

1) This MoU is a statement of intent to consult, cooperate and exchange information in 

connection with the supervision and oversight of Covered Entities that operate on a crossborder basis in the territories of the Authorities, in a manner consistent with, and 

permitted by, the laws and requirements that govern the Authorities. The Authorities 

anticipate that cooperation will be primarily achieved through on-going, informal, oral 

consultations, supplemented by more in-depth, ad hoc cooperation. The provisions of this 

MoU are intended to support such informal and oral consultations as well as to facilitate 

the written exchange of non-public information where necessary. 

2) 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. 

3) This MoU does not intend to limit an Authority to taking solely those measures described 

herein in fulfilment of its supervisory or oversight functions. In particular, this MoU does 

not affect any right of any Authority to communicate with, or obtain information or 

documents from, any Person or Covered Entity subject to its jurisdiction that is established 

in the territory of the other Authority. 

4) This MoU complements, but does not alter the terms and conditions of the IOSCO 

Multilateral Memorandum of Understanding Concerning Consultation and Cooperation 

and the Exchange of Irifonnation (revised May 2012) (IOSCO MMoU) and the IOSCO 

Enhanced Multilateral Memorandum of Understanding Concerning Consultation and 

Cooperation and the Exchange of Information {Appendix A.2, May 4, 2018) (IOSCO 

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of Covered Entities. Following consultation, cooperation may be denied: 

a) Where the cooperation would require an Authority to act in a manner that would 

violate its domestic law; 

b) Where a request for assistance is not made in accordance with the terms of this 

MoU; or 

c) On the grounds of the national public interest. 

6) No domestic banking secrecy, blocking laws or regulations should prevent an Authority 

from providing assistance to the other Authority. 

7) To facilitate cooperation under this MoU, the Authorities hereby designate contact persons 

as set forth in Appendix A. 

Article 3. Scope of cooperation 

1) The Authorities recognize the importance of close communication concerning Covered 

Entities, and intend to consult where appropriate regarding: (i) general supervisory issues, 

including with respect to regulatory, oversight or other program developments; (ii) issues 

relevant to the operations, activities, and regulation of Covered Entities; and (iii) any other 

areas of mutual supervisory interest. 

2) Cooperation will be most useful in, but is not limited to, the following circumstances where 

issues of regulatory concern may arise: 

a) The initial application of a Covered Entity for authorization, registration or 

exemption from registration in the other jurisdiction; 

b) The on-going oversight of a Covered Entity; or 

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

by one Authority that may impact the operations of the Covered Entity in the other 

territory. 

3) Notification. Each Authority will, where reasonable, seek to inform the other relevant 

Authority as soon as practicable of: 

a) Any known material event that could adversely impact a known Covered Entity; 

and 

b) Enforcement or regulatory actions or sanctions, including the revocation, 

suspension or modification of relevant licenses or registration, concerning or 

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to provide the other Authority, upon written request, with assistance in endeavouring to 

obtain information not otherwise available to the Requesting Authority, and, where 

needed, interpreting such information so as to enable the Requesting Authority to assess 

compliance with its laws and regulations, provided that the Authority is authorized to 

collect such information. 

a) The information covered by this paragraph includes: 

i. Information that would permit the Requesting Authority to verify that the 

Covered Entities covered by this MoU comply with the relevant obligations 

and requirements of the national law of the Requesting Authority; 

ii. Information relevant for monitoring and responding to the potential 

implications of the activities of Covered Entities, including, for example, 

disclosure reports and investor complaints; 

iii. Information relevant to the financial and operational condition of a 

Covered Entity; 

iv. Relevant regulatory information and filings that a Covered Entity is 

required to submit to an Authority; and 

v. Regulatory reports prepared by an Authority relating to a Covered Entity. 

b) The information to be provided by one Authority pursuant to this paragraph will 

refer to Covered Entities registered or authorised by the Authority. 

Article 4. On-Site Visits 

1) Each Authority may need to conduct, itself or by a third party commissioned by it, On-Site 

Visits of the Covered Entities subject to its supervisory authority that are located in the 

Local Authority's territory. Authorities should discuss and reach understanding on the 

terms regarding On-Site Visits, taking into full account each other's sovereignty, legal 

framework and statutory obligations, in particular, in determining the respective roles and 

responsibilities of the Authorities. The Authorities will act in accordance with the 

following procedure before conducting an On-Site Visit. 

a) The Authority seeking to conduct an On-Site Visit will provide advance notice to 

the Local Authority of its intent for conducting an On-Site Visit and the intended 

timeframe for, and the scope of, such a visit. The Authorities will consult with a 

view to reaching an understanding on the intended timeframe for, and scope of, 

any On-Site Visit. 

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contents of public and non-public documents and obtaining information from 

directors and senior management of Covered Entities or any other relevant Person, 

provided that the Authorities are authorized to collect such information. 

e) It is understood that the Local Authority will provide assistance in connection with 

an On-Site Visit as described in this Article 4 only with respect to Covered Entities 

that are registered with the Local Authority. 

Article 5. Execution of requests for assistance 

1) To the extent possible, a request for written information plll'suant to Article 3(4) should be 

made in writing, and addressed to the relevant contact person identified in Appendix A. A 

request generally should specify the following: 

a) The information sought by the Requesting Authority, including specific questions 

to be asked and an indication of any sensitivity about the request; 

b) A concise description of the facts underlying the request and the supervisory 

purpose for which the information is sought, including the applicable regulations 

and relevant provisions applicable to the supervisory activity; and 

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

2) If a Local Authority becomes aware of an Emergency Situation through its supervisory 

activities, such Local Authority will endeavour to notify the other Authority of the 

Emergency Situation, taking into account all relevant factors, including the status of efforts 

to address the Emergency Situation. During Emergency Situations, 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. Notwithstanding 

the foregoing, the notification obligation for the Local Authority pursuant to this 

paragraph will be limited to Covered Entities that are registered with the Local Authority. 

Article 6. Cooperation on enforcement 

As the Authorities are signatories to the IOSCO MMoU and IOSCO EMMoU (and other 

enforcement arrangements or bilateral enforcement Mo Us), the Authorities note that these 

enforcement MoUs recognize the importance and desirability of providing mutual 

assistance and exchanging information for the purpose of enforcing, and securing 

compliance with, the securities or derivatives laws and regulations applicable in their 

respective jurisdictions. These laws and regulations include those concerning Covered 

Entities. Accordingly, where information relating to an enforcement investigation or 

action is necessary, the Authorities will request this information via the frameworks 

established under the IOSCO MMoU or IOSCO EMMoU, other enforcement arrangements 

or a relevant bilateral enforcement MoU. The types of information available to be shared 

under the IOSCO MMoU, IOSCO EMMoU, other enforcement arrangements or applicable 

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2) This MoU is intended to complement, but does not alter the terms and conditions of the 

existing arrangements between Authorities, including the IOSCO MMo U and IOSCO 

EMMoU. The Authorities recognize that, while information is not to be gathered under 

this Mo U for enforcement purposes, subsequently the Authorities may want to use the 

non-public information provided pursuant to this MoU for enforcement purposes. In such 

cases, further use of the information should be governed by the terms and conditions of the 

IOSCO MMoU, IOSCO EMMoU or other applicable enforcement MoUs. 

Article 8. Confidentiality and onward sharing of information 

1) Except for onward sharing and disclosures in accordance with this MoU, including 

permissible uses of information under Article 7, 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. 

2) To the extent legally permissible, the Requesting Authority intends to notify the Requested 

Authority of any legally enforceable demand from a third party for non-public information 

that has been furnished under this MoU. Prior to compliance with the demand, the 

Requesting Authority intends to assert all appropriate legal exemptions or privileges with 

respect to such information as may be available. 

3) In extraordinary circumstances, it may become necessary for a Requesting Authority to 

share non-public information obtained under this MoU with a Governmental Entity. 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 

use and confidential treabnent of the information by the Governmental Entity, 

including, as necessary, assurances that: 

i. The Governmental Entity has confirmed that it requires the information for a 

purpose within the scope of its jurisdiction; and 

ii. The information will not be shared by the Governmental Entity with other 

parties without getting the prior written consent of the Requested Authority. 

4) Except as provided in this Article 8, the Requesting Authority must obtain the prior 

consent of the Requested Authority before disclosing non-public information received 

under this MoU to any non-signatory to this MoU. If consent is not obtained from the 

Requested Authority, the Authorities will discuss the reasons for withholding approval of 

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circumstances: 

a) The CFTC will notify the FCA prior to sharing the information and indicate the 

purpose for which the information is passed to the registered futures association. 

b) The registered futures association will use the information only for a purpose within 

the scope ofits authority. 

c) The information will not be shared by the registered futures association with other 

parties without getting the prior written consent of the FCA. 

Article 9. Termination of the MoU; Successor authorities 

1) If an Authority wishes to terminate this MoU, it will give written notice to the other 

Authority. Cooperation in accordance with this MoU will continue until the expiration of 

30 days after an Authority gives written notice to the other Authority. If an Authority gives 

such notice, cooperation will continue with respect to all requests for assistance that were 

made under the MoU before the effective date of notification until the Requesting 

Authority terminates the matter for which assistance was requested. In the event an 

Authority gives written notice as provided in this paragraph, non-public information 

obtained under this MoU will continue to be treated in the manner set forth under Articles 

7and 8. 

2) Where the relevant functions of an Authority are transferred or assigned to another 

authority or authorities, that authority or each authority will become an Authority, and the 

terms of this MoU will apply to the successor Authority or Authorities performing those 

relevant functions without the need for any further amendment to this MoU. This will not 

affect the right of the successor Authority or Authorities to give written notice as provided 

in Article 9( 1) that it no longer wishes to be a signatory to this MoU if it wishes to do so. 

Article 10. Amendment 

1) The Authorities intend to periodically review the functioning and effectiveness of the 

cooperation arrangements between the Authorities 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. 

Article 11. Execution of the MoU 

1) This MoU enters into force on the date European Union legislation ceases to have direct 

effect in the United Kingdom. 

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United Kingdom Financial Conduct Authority 

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Commission 

Division of Swap Dealer and Intermediary Oversight 

Address: 1155 21st Street, N.W., Washington, DC 20581 

Phone: 1-202-418-5213 Fax: 202-418-5407 

Email: mkulkin@cftc.gov 

Amanda L. Olear, Deputy Director 

Division of Swap Dealer and Intermediary Oversight 

Address: 1155 21•1 Street, N.W., Washington DC 20581 

Phone: 1-202-418-5283 Fax: 1-202-418-5407 

Email: aolear@cftc.gov 

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