United States Commodity Futures 

Trading Commission 

United Kingdom Financial Conduct 

Authority 

COOPERATION AND THE EXCHANGE OF INFORMATION 

IN THE CONTEXT OF SUPERVISING COVERED FIRMS 

June 20, 2019 
Memorandum of Understanding (

MOU

) regarding cooperation and the exchange of information 

in the supervision and oversight of certain regulated firms that operate on a cross-border basis in 

both the United States and the United Kingdom. The Authorities express, through this MOU, their 

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

mandates in the context of supervising firms within the scope of this MOU, particularly in the areas 

of: protecting customers; fostering the integrity of and maintaining confidence in financial markets; 

and reducing systemic risk. 

ARTICLE ONE: DEFINITIONS 

For purposes of this MOU: 

1. "Authority" means: 

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

b. In the United Kingdom, the Financial Conduct Authority ("FCA"). 

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

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

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

Kingdom that satisfies all of the following criteria: 

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

registered as such under the Commodity Exchange Act ("CEA"); and 

b. An entity referred to in Article 2(8) of Regulation (EU) No. 648/2012 of the European 

Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and 

trade repositories ("EMIR") (as amended by The Over the Counter Derivatives, Central 

Counterparties and Trade Repositories (Amendment, etc., and Transitional Provision) (EU 

Exit) Regulations 2018, The Trade Repositories (Amendment and Transitional Provision) 

(EU Exit) Regulations 2018, and The Central Counterparties (Amendment, etc., and 

Transitional Provision) (EU Exit) Regulations 2018 (collectively, "Regulations 2018")) that 

has been authorised by the FCA in accordance with the UK Financial Services and Markets 

Act 2000 ("FSMA") and the Financial Services and Markets Act 2000 (Regulated 

Activities) Order 2001 and that is regulated and supervised by the FCA ("AE") or an entity 

that has applied for authorisation by the FCA and would, upon its authorisation by the FCA, 

be such an AE. 
7. "UK Laws and Regulations" means the requirements relating to AEs carrying out derivatives 

activities under EMIR (as amended by Regulations 2018), any technical standards originally 

made or adopted under EMIR which are "retained direct EU legislation" ( as defined in the 

European Union (Withdrawal) Act 2018) in the United Kingdom and any technical standards 

made under EMIR ( as amended by Regulations 2018) on or after the date EU legislation 

ceases to have direct effect in the United Kingdom, the UK Financial Services and Markets 

Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) 

Regulations 2013, FSMA, other relevant regulations made pursuant to FSMA, and other 

relevant requirements in the United Kingdom. 

8. "Laws and Regulations" means the U.S. Laws and Regulations with respect to the CFTC and 

the UK Laws and Regulations with respect to the FCA. 

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

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

10. "Books and Records" means documents, electronic media, and books and records within the 

possession, custody, and control of, and other information about, a Covered Firm. 

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

of ongoing supervision and oversight in relation to its Covered Matters, including the 

inspection of Books and Records. 

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

of an On-Site Visit is physically located. 

13. "Visiting Authority" means the Authority conducting an On-Site Visit. 14. "Emergency Situation" means the occurrence of an event that could materially impair the 

financial or operational condition of a Covered Finn. 

15. "Governmental Entity" means: 

a. If the Requesting Authority is the CFTC, the U.S. Department of the Treasury or the U.S. 

Board of Governors of the Federal Reserve System; and 

b. If the Requesting Authority is the FCA, the Bank of England ("BOE") or Her Majesty's 

Treasury ("HM Treasury"). 

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the Authorities consider that there are no domestic secrecy or blocking laws or regulations 

which would adversely affect or hinder the ordinary operation of this MOU. The Authorities 

anticipate that cooperation primarily will be achieved through ongoing informal consultations, 

supplemented as needed by more formal cooperation, including through mutual assistance in 

obtaining information related to Covered Firms with respect to their Covered Matters. The 

provisions of this MOU are intended to support both informal consultations and formal 

cooperation, as well as to facilitate the written exchange of non-public information in 

accordance with applicable laws. 

17. 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. 

18. This MOU is not intended to: 

a. Limit or condition the discretion of an Authority in any way in the discharge of its 

regulatory responsibilities pursuant to Laws and Regulations; 

b. Prejudice the individual responsibilities or autonomy of any Authority; or 

c. Limit an Authority to taking solely those measures described herein in fulfillment of its 

supervisory functions, or preclude Authorities from sharing information or documents with 

respect to Persons that are not Covered Firms but may be subject to regulatory 

requirements under laws and regulations in the United States and in the United Kingdom. 

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

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

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

in the jurisdiction of another Authority. 

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

arrangements, including: a. The Memorandum of Understanding on Exchange of Information between the United 

States Securities and Exchange Commission ("SEC") and, as successor in interest, the 

FCA in Matters Relating to Securities and between the CFTC and, as successor in interest, 

the FCA in Matters Relating to Futures (September 23, 1986) ("1986 MOU"); 

b. The Financial Information Sharing Memorandum of Understanding between the CFTC 

and U.S. self-regulatory organizations and, as successor in interest, the FCA and U.K. selfregulatory organizations (September 1, 1988) and Addendum (May 15, 1989); 

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interest, FCA are signatories; 

f The Arrangement on Warehouse Information between the CFTC and, as successors in 

interest, the FCA and BOE (May 17, 2000); 

g. The Memorandum of Understanding Concerning Consultation, Cooperation and the 

Exchange of Information Related to Market Oversight between the CFTC and, as 

successors in interest, the FCA and BOE (November 17, 2006); 

h. The ]OSCO Multilateral Memorandum of Understanding Concerning Consultation and 

Cooperation and the Exchange of Information (revised May 2012) ("IOSCO MMOU") 

and the ]OSCO Enhanced Multilateral Memorandum of Understanding Concerning 

Consultation and Cooperation and the Exchange of Information (Appendix A.2, May 4, 

2018) ("IOSCO EMMOU"), to which the Authorities are signatories, which covers 

primarily information sharing in the context of enforcement matters; 

1. The Mo U concerning consultation, cooperation and the exchange of information related to 

the supervision of covered entities in the alternative investment fund industry between the 

CFTC and the FCA (June 20, 2019); 

J. The LCH Ltd Framework Arrangement among Crisis Management Group Members to 

which the Authorities are signatories (September 6, 2017); and 

k. The Cooperation Arrangement on Financial Technology Innovation to which the 

Authorities are signatories (February 19, 2018). 

This MOU supersedes the Memorandum of Understanding Concerning Cooperation and the 

Exchange of Information in the Context of Supervising Covered Firms signed by the 

Authorities on October 6, 2016. 

20. To facilitate cooperation under this MOU, the Authorities hereby designate contact persons as 

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

transmitting revised contact information in writing to the other Authority. 

ARTICLE THREE: SCOPE OF SUPERVISORY CONSULTATION, 

COOPERATION, AND EXCHANGE OF INFORMATION 

General 

21. The Authorities recognize the importance of close communication concerning Covered Firms 

and intend to consult regularly, as appropriate, regarding: 

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Authority, experiences, or is threatened by, a potential financial crisis or other Emergency 

Situation. 

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

issues of common regulatory concern may arise; 

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

supervised by the FCA, or the initial application to the FCA for authorization by a Covered 

Firm that is an SD or MSP supervised by the CFTC; 

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

Matters, including compliance with Laws and Regulations in either jurisdiction; and 

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

CFTC or the FCA that may materially impact the operations of the entity with respect to its 

Covered Matters in the jurisdiction of the other Authority. 

Event-Triggered Notification 

24. As appropriate in the particular circumstances and with respect to Covered Matters, the 

relevant Authority will endeavor to inform the other Authority promptly, and where 

practicable in advance, of: 

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

rules, or procedures of a Covered Firm with respect to its Covered Matters; 

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

operational stability of a Covered Firm. Such events include the failure of the Covered 

Firm to satisfy any of its requirements for continued registration as an SD or MSP, or 

continued authorization as an AE, where that failure could have an adverse effect in the 

jurisdiction of the other Authority, as well as any known material change in the ownership, 

operating environment, operations, financial resources, management, or systems and 

controls of a Covered Finn; and 

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

revocation, suspension, or modification of registration or authorization, concerning a 

Covered Firm and/or any individual involved in the Covered Matters of a Covered Firm. 

25. The determination of what constitutes "materially impact" for purposes of Paragraph 23 or 

"material impact", "material event", "impact", "adverse effect", "material change", 

"enforcement actions or sanctions", or "significant regulatory actions" for purposes of 

Paragraph 24 shall be left to the reasonable discretion of the relevant Authority that determines 

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supervision and oversight of Covered Firms with respect to Covered Matters, including 

assistance in obtaining and interpreting information that is relevant to ensuring compliance 

with the Laws and Regulations of the Requesting Authority and that is not reasonably 

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

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

manner that is consistent with the goal of minimizing administrative burdens. 

27. The information covered by Paragraph 26 includes: 

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

including, for example, financial resources, risk management, and internal control 

procedures; 

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

Authority including, for example, interim and annual financial statements and early 

warning notices; and 

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

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

Periodic Meetings 

28. Representatives of the Authorities intend to meet periodically, as appropriate, to update each 

other on their respective functions and regulatory oversight programs and to discuss issues of 

common interest relating to the supervision of Covered Firms, including: contingency 

planning and crisis management, systemic risk concerns, the adequacy of existing cooperative 

arrangements, and the possible improvement of cooperation and coordination between the 

Authorities. Such meetings may be conducted by conference call or on a face-toMface basis, as 

appropriate. 

ARTICLE FOUR: EXECUTION OF REQUESTS FOR INFORMATION 

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

writing (which may be transmitted electronically), and addressed to the relevant contact 

person(s) identified in Appendix A. A request generally should specify the following: 

a. The information sought by the Requesting Authority; 

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

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

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

to address the Emergency Situation. During an Emergency Situation, requests for information 

may be made in any form, including orally, provided such communication is confirmed in 

writing as promptly as possible following such notification. 

ARTICLE FIVE: ON-SITE VISITS 

31. In fulfilling their respective supervision and oversight responsibilities and to ensure compliance 

with respective Laws and Regulations in connection with Covered Matters of Covered Firms, 

the CFTC may need to conduct On-Site Visits to a Covered Firm located in the United 

Kingdom, and the FCA may need to conduct On-Site Visits to a Covered Firm located in the 

United States. Each Authority will consult and work collaboratively with the other Authority 

in conducting an On-Site Visit. 

32. An On-Site Visit by an Authority will be conducted in accordance with the following 

procedure: 

a. The Visiting Authority will provide advance notice to the Local Authority of its intent to 

conduct an On-Site Visit and the intended timeframe for, and the scope of, the On-Site 

Visit. Other than in exceptional circumstances, the Visiting Authority will notify the Local 

Authority prior to notifying the Covered Firm. 

b. The Local Authority will share any relevant reports, or information contained therein, 

related to examinations it may have undertaken of the Covered Firm. 

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

information that is available prior to the On-Site Visit; cooperating and consulting in 

reviewing, interpreting, and analyzing the contents of public and non-public Books and 

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

Finn. 

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

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

conduct joint On-Site Visits where appropriate. 

e. The Authorities will communicate with each other as soon as practicable following 

completion of an On-Site Visit. The Visiting Authority will communicate any major 

issues to the Local Authority that may impact negatively on a Covered Firm. 

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provided pursuant to this MOU for enforcement purposes under its Laws and Regulations. In 

cases where a Requesting Authority seeks to use non-public information obtained pursuant to 

this MOU for enforcement purposes, including in conducting investigations or taking 

enforcement action, treatment of the non-public information will be in accordance with the use 

and confidentiality provisions of the IOSCO MMOU, IOSCO EMMOU, and the 1986 and 

1991 MOUs. 

35. Before using non-public information furnished under this MOU for any purpose other than 

those stated in Paragraphs 33 and 34, the Requesting Authority must first consult with and 

obtain the written consent of the Requested Authority for the intended use. If consent is 

denied by the Requested Authority, the Requesting and Requested Authorities will consult to 

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

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

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

MOU, non-public information originally provided by the other Authority ("Disclosing 

Authority") that is related to the Disclosing Authority's supervision and oversight of a 

Covered Firm with respect to its Covered Matters, the Receiving Authority will use and treat 

the information in accordance with the terms of this MOU. 

37. Where non-public information is provided to a Requesting Authority in response to an 

information-sharing request pursuant to Article Four of this MOU or as described in Paragraph 

32(e), the restrictions in this MOU apply to the use and onward sharing of the information by 

that Requesting Authority. However, the restrictions in this MOU do not apply to an 

Authority's use or onward sharing of information that it obtains directly from a Covered Firm. 

ARTICLE SEVEN: CONFIDENTIALITY OF INFORMATION AND ONWARD 

SHARING 

38. Except as provided in Paragraphs 39-41, 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. 

39. As required by law, it may become necessary for a Requesting Authority to share non-public 

information obtained under this MOU with a Governmental Entity in its jurisdiction. In these 

circumstances and to the extent permitted by law: 

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

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without getting the prior written consent of the Requested Authority. 

40. Except as provided in Paragraphs 39 and 41, the Requesting Authority must obtain the prior 

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

under this MOU with any non-signatory to this MOU. The Requested Authority will take into 

account the level of urgency of the request and respond in a timely manner. During an 

Emergency Situation, consent may be obtained in any form, including orally, provided such 

communication is confirmed in writing as promptly as possible following such notification. If 

consent is denied by the Requested Authority, the Requesting and Requested Authorities will consult to discuss the reasons for withholding approval of such disclosure and the 

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

be allowed. 

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

any legally enforceable demand for non-public information furnished under this MOU. When 

complying with the demand, the Requesting Authority intends to assert all appropriate legal 

exemptions or privileges with respect to such information as may be available. 

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

deliberative and consultative materials, such as written analysis, opinions, or recommendations 

relating to non:-public information that is prepared by or on behalf of an Authority, pursuant to 

the terms of this MOU, will not constitute a waiver of privilege or confidentiality of such nonpublic information. 

ARTICLE EIGHT: AMENDMENTS 

43. The Authorities will periodically review the functioning and effectiveness of this MOU with a 

view, inter alia, to expanding or altering the scope or operation of this MOU should that be 

judged necessary. This MOU may be amended with the written consent of the Authorities 

ref erred to in Paragraph 1. 

ARTICLE NINE: EXECUTION OF MOU 

44. This MOU enters into force on the date European Union legislation ceases to have direct effect 

in the United Kingdom. 

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expiration of the 180

day period until all requests are fulfilled or the Requesting Authority 

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

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

under Articles Six and Seven. 

Signed in duplicate. 

Andrew Bailey 

Chief Executive 

Financial Conduct Authority 

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CFfC 

Matthew B. Kulkin Director, Division of Swap Dealer and Intermediary Oversight 

Commodity Futures Trading Commission 

1155 21st Street, N.W. 

Washington, DC 20581 

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

Email: mkulkin@cftc.gov 

Joseph Sanguedolce 

Deputy Director, Examinations Branch, Division of Swap Dealer and Intermediary Oversight 

Commodity Futures Trading Commission 

140 Broadway 

New York, NY 10005 

Phone: 646-746-9750 

Fax: 646-746-9937 

Email: jsanguedolce@cftc.gov Eric J. Pan 

Director, Office of International Affairs 

Commodity Futures Trading Commission 

1155 21st Street, N.W. 

Washington, DC 20581 

Phone: 202-418-5559 Fax: 202-418-5187 Email: epan@cftc.gov 

FCA 

Anne-Laure Condat 

Manager, Trading and Post Trade Policy 

Financial Conduct Authority 

12 Endeavour Square 

London, E20 lJN 

Phone: 02070664282 

Email: annelaure.condat@fca.org.uk 

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