of Information Related to Market Oversight and the

MEMORANDUM  
of  
UNDERSTANDING  
The United States United Kingdom 
Securities and Exchange Commission 
Financial Services Authority 
Concerning Consultation, Cooperation and the Exchange 
of Information Related to Market Oversight and the 
Supervision of Financial Services Firms 

MEMORANDUM OF UNDERSTANDING CONCERNING  
CONSULTATION, COOPERATION AND THE EXCHANGE OF INFORMATION  
RELATED TO MARKET OVERSIGHT AND THE SUPERVISION OF  
FINANCIAL SERVICES FIRMS  
In view of the growing globalization of the world's financial markets and the 
increase in cross-border operations and activities of financial services firms, 
including large complex financial conglomerates, the United States Securities 
and Exchange Commission ("SEC") and the United Kingdom Financial Services 
Authority ("FSA") (collectively, the "Authorities") have reached this Memorandum 
of Understanding ("MOU") on the exchange of information regarding the 
oversight of financial services firms. The SEC and the FSA 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 integrity, and maintaining confidence and systemic 
stability. 
ARTICLE ONE: DEFINITIONS 
For purposes of this MOU: 
1. 
"Authority" means the SEC or the FSA: 
a) 
"Requested Authority" means the Authority to whom a request is 
made under this MOU; and 
b) 
"Requesting Authority" means the Authority making a request under 
this MOU. 
2. "Firm" means : 

a)  
a Person subject to the oversight of one or both of the Authorities, 
who conducts investment, securities, asset management, securities 
processing, insurance, or banking business (collectively "financial 
services business") in both the United States and the United 
Kingdom, and who has its global headquarters in the United States 
or the United Kingdom; or 
b) a Related Entity; or  
c) a Dually Regulated Entity.  
3.  
"Person" means a natural person, unincorporated association, 
partnership, trust, investment company or corporation. 
4.  
"Related Entity" means legal entities or sub-groups of a Firm, including 
affiliates, branches or subsidiaries, regulated by one or both Authorities. 
5.  
"Dually Regulated Entity" means a Person that conducts financial services 
business and is authorized by or registered with both Authorities. 
6.  
"Books and Records" means documents, books and records of, and other 
information about, a Firm. 
7.  "On-Site Visit" means: 
a)  
In the case of an On-Site Visit conducted by the SEC, any routine, 
sweep, or for-cause regulatory visit to, or inspection of the books, 
records, and premises of, a Firm 
;and 
b)  
In the case of an On-Site Visit conducted by the FSA, a regulatory 
visit to an FSA-authorized firm that is ad hoc, part of a regulatory 
program, or in connection with a cross-firm exercise designed to 
discover information that is relevant for the discharge of the FSA's 
objectives or strategic priorities. 

8.  
"Host Authority" means the Authority in whose jurisdiction a Firm is 
located. 
9.  
"Inspecting Authority" means the Authority performing an On-Site Visit. 
10.  
"Emergency Situation" means the occurrence of an event that could 
materially impair the financial or operational condition of a Firm. 
11.  "National Governmental Entity" means: 
a) 
If the Requesting Authority is the SEC, the US Treasury 
Department or the US Federal Reserve Board; and 
b) 
If the Requesting Authority is the FSA, Her Majesty's Treasury or 
the Bank of England. 
ARTICLE TWO: GENERAL PROVISIONS 
This MOU is a statement of intent to consult, cooperate and exchange 
information in connection with the oversight of Firms that conduct financial 
services business in the United States and the United Kingdom, in a 
manner consistent with, and permitted by, the laws and requirements that 
govern the Authorities. It is anticipated that cooperation would be 
primarily achieved through ongoing, informal, oral consultations, 
supplemented by more in-depth, ad hoc cooperation. The provisions of 
this MOU are not intended to discourage or hinder such informal and oral 
communication. 
13.  
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. 
14.  This MOU does not limit an Authority to taking solely those measures 
described herein in fulfillment of its supervisory functions. In particular, 
this MOU does not affect any right of any Authority to communicate with, 
conduct an On-Site Visit of, or obtain information or documents from, any 
Person subject to its jurisdiction that is located in the territory of the other 
Authority. 
15.  
This MOU is intended to complement, but does not alter the terms and 
conditions of the following existing arrangements concerning cooperation 
in securities matters: (i) the 
Memorandum of Understanding on Mutual 
Assistance and the Exchange of Information 
between (among others) the 
SEC and the FSA (September 25, 1991, as amended), which covers 
primarily information-sharing in the context of enforcement investigations; 
(ii) the 
IOSCO Multilateral Memorandum of Understanding Concerning 
Consultation and Cooperation and the Exchange of Information, 
to which 
the SEC and FSA are signatories, which also covers information-sharing 
in the context of enforcement investigations; and (iii) the 
Memorandum of 
Understanding between the SEC and the Bank of England 
(October 27, 
1997). In particular, this MOU does not alter existing understandings 
between the SEC and FSA in the area of enforcement. However, this 
MOU supersedes the 
Declaration on Cooperation and Supervision of 
Cross-Border lnvestment Management Activity between the UK 
lnvestment Management Regulatory Organization and the US Securities 
and Exchange Commission 
(May 1,  1995, as amended). 
16.  The Authorities intend in particular, and to the maximum extent possible, 
that the cooperation and information sharing arrangements under this 

MOU should be implemented in a manner which is compatible with the 
obligations and commitments which an Authority may have toward a 
securities, insurance, asset management, banking or other regulatory 
authority or agency in a member state of the European Economic Area. 
17.  The Authorities intend periodically to review the functioning and 
effectiveness of cooperation arrangements between the FSA and SEC 
with a view, inter alia, to expanding or altering the scope or operation of 
this MOU should that be judged necessary. 
18.  To facilitate cooperation under this MOU, the Authorities hereby designate 
contact persons as set forth in Appendix A. 
ARTICLE THREE: SCOPE OF SUPERVISORY CONSULTATION, 
COOPERATION AND EXCHANGE OF INFORMATION 
19.  The Authorities recognize the importance of close communication 
concerning the global operations of Firms, and intend to consult regularly 
regarding general supervisory developments and issues relevant to the 
operations, activities and regulation of such Firms. 
20.  
To the extent practicable and as appropriate in the particular 
circumstances, including the status of efforts to address any difficulties 
experienced by a Firm, each Authority endeavors to inform the other 
Authority in advance of: 
a)  
pending regulatory changes that may have a significant impact on 
the operations, activities, or reputation of a Firm, in the other 
jurisdiction; and 
b)  
any material event that could adversely impact each other's 
markets or the stability of a Firm, in the other jurisdiction. Such 

events include known changes in the operating environment, 
operations, management, or systems and controls. 
The above is without prejudice to any arrangements relating to specific 
prudential issues. 
21.  
To the extent necessary to supplement periodic and ad hoc oral 
consultations, upon written request, each Authority intends to provide to 
the other Authority the fullest possible cooperation in assisting with the 
oversight of a Firm, and ensuring compliance with the laws or regulations 
of the Requesting Authority. It is anticipated that such requests will relate 
to information that is not otherwise available to the Requesting Authority. 
The assistance covered by this Paragraph includes, as appropriate to 
each entity, providing: 
a)  
lnformation based upon documents held in the files of the 
Requested Authority relevant to the Requesting Authority's 
oversight of the operations or activities of a Firm. The Requested 
Authority will provide maximum assistance in interpreting such 
information. Such information includes, without limitation: 
i.  
lnformation relevant to the financial and operational condition of 
a Firm, including, for example, capital structure, liquidity and 
funding profiles, and internal controls procedures. 
ii.  Relevant regulatory information, including, for example: interim 
and annual financial statements; information drawn from 
regulatory reports and filings; early warning notices that a Firm 
is required to submit to an Authority; and information drawn 
from examination reports as may be deemed appropriate or 
relevant by the Requested Authority. 

b)  
The Requesting Authority may (unusually) ask to see copies of 
regulatory reports, filings or other information held in the files of the 
Requested Authority or other information located in the Requested 
Authority's jurisdiction that may be relevant to the Requesting 
Authority's oversight of a Firm. It will be incumbent on the 
Requesting Authority to specify why direct access is required to 
information in this form. 
This general requirement for a written request is without prejudice to 
Paragraph 22 relating to the exchange of certain information regarding 
Dually Regulated Entities involved in asset management. 
22.  With respect to asset management, the Authorities agree that they will 
provide to each other, on a routine basis and without advance request, 
copies of inspection reports of Dually Regulated Entities that are involved 
in asset management, including investment advisers, investment fund 
managers, fund administrators, fund trustees, investment companies and 
investment funds. 
ARTICLE FOUR: ON-SITE VISITS 
23.  
The SEC may conduct On-Site Visits of Persons located in the United 
Kingdom that are either (a) Related Entities that have their global 
headquarters in the United States or (b) Dually Regulated Entities. The 
FSA may conduct On-Site Visits of Persons located in the United States 
that are either (a) Related Entities that have their global headquarters in 
the United Kingdom or (b) Dually Regulated Entities. 
24.  
The Authorities intend to comply with the following procedures before 
conducting an On-Site Visit: 

a) The lnspecting Authority will notify the Host Authority of its intent to 
conduct an On-Site Visit, by itself or by a third party commissioned 
by it, the intended time frame for and the scope of the On-Site Visit. 
If practicable, the lnspecting Authority will attempt to notify the Host 
Authority at least one week prior to notifying the Related Entity or 
Dually Regulated Entity covered by this Article. 
b) The Authorities intend to assist each other regarding On-Site Visits, 
including cooperation and consultation 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 Related Entity or Dually Regulated Entity 
covered by this Article. 
c)  The Host Authority may, in its discretion, accompany the lnspecting 
Authority during the On-Site Visit and assist in the On-Site Visit. 
ARTICLE FIVE: EXECUTION OF REQUESTS FOR ASSISTANCE 
25.  
To the extent possible, a request for written information pursuant to Article 
Three should be made in writing, and addressed to the relevant contact 
person 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 which is the subject of the 
request and the purpose for which the information is sought; and 
c) The desired time period for reply and, where appropriate, the 
urgency thereof. 

This general requirement for a written request is without prejudice to 
Paragraph 22 relating to the exchange of certain information regarding 
Dually Regulated Entities involved in asset management. 
26.  In Emergency Situations, the Authorities will endeavor to notify each other 
of the Emergency Situation and communicate information to the other as 
would be appropriate in the particular circumstances, 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. 
ARTICLE SIX: PERMISSIBLE USES AND CONFIDENTIALITY OF 
INFORMATION 
27.  Except for disclosures in accordance with this MOU, including permissible 
uses of information under this Article, each Authority intends to keep 
confidential to the extent permitted by law information shared under this 
MOU, requests made under this MOU, the contents of such requests, and 
any other matters arising under this MOU. 
28.  
Subject to paragraphs 32, 33, and 34 below, the Requesting Authority 
may use non-public information obtained under this MOU solely for 
conducting oversight of Firms, and seeking to ensure compliance with the 
laws or regulations of the Requesting Authority. 
29.  In cases where an Authority seeks to onward share for supervisory 
purposes non-public information obtained pursuant to this MOU with a 
third securities, insurance, banking or other regulatory authority, including 
a relevant self-regulatory organization, the Requesting Authority 

undertakes to consult with the Requested Authority prior to providing the 
information to the third authority and: 
a) provide assurances that the third authority has confirmed that it 
requires the non-public information for a relevant supervisory 
purpose related to a material affiliate of a Firm; and 
b) obtain confirmation from the Requested Authority that the third 
authority has in place an information sharing arrangement with the 
Requested Authority related to supervisory matters, which governs 
the use and confidentiality of any non-public information shared 
under such arrangement. 
If the conditions described in (a) and (b) of this Paragraph are not met, the 
Requesting Authority must obtain consent from the Requested Authority 
prior to providing non-public information obtained under this MOU to a 
third authority. In considering whether to grant consent, the Requested 
Authority will take into account both the Requesting Authority's obligations 
under, and the objectives of, European Directives, with respect to 
requests by the Requesting Authority to onward share information to EEA 
members. The Requested Authority will also take into account the 
urgency of the request and respond in a timely manner. 
30.  
If an Authority receives, via a third party, information related to the 
oversight of Firms provided by the other Authority, the first Authority will 
treat the information in accordance with the terms of this MOU. 
31.  
Before using non-public information furnished under this MOU for any 
purpose other than those stated in Paragraph 
28, the Requesting 
Authority must first inform the Requested Authority of the intended use. 
As necessary, the Authorities will consult to discuss the reasons for any 

denial by the Requested Authority of such use and the circumstances 
under which such use might be allowed. 
32.  As mentioned above, this MOU is intended to complement, but not alter in 
any way, either the Memorandum of Understanding on Mutual Assistance 
and the Exchange of Information between (among others) the SEC and 
the FSA (September 25, 1991, as amended) or the IOSCO Multilateral 
Memorandum of Understanding Concerning Consultation and 
Cooperation and the Exchange of Information. The Authorities recognize 
that while information is not to be gathered under the auspices of this 
MOU for enforcement purposes, subsequently the Authorities may want to 
use the information for law enforcement. In cases where an Authority 
seeks to use information obtained under this MOU for enforcement 
purposes, including in conducting investigations or bringing administrative, 
civil or criminal proceedings, prior consent must be sought from the other 
Authority. Use will be subject to the terms and conditions of the 
arrangements referred to above concerning cooperation in enforcement 
matters. 
33.  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. 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. 
34.  In extraordinary circumstances it may become necessary for a Requesting 
Authority to share information obtained under this MOU with other 
National Governmental Entities. In these circumstances and to the extent 
permitted by law, 

a) 
the Requesting Authority intends to notify the Requested Authority, 
and 
b)  
prior to passing on the information, the Requested Authority will 
receive adequate assurances concerning the National 
Governmental Entity's use and confidential treatment of the 
information, including, as necessary, assurances that the 
information will not be shared with other parties without getting the 
prior consent of the Requested Authority. 
35.  
The Authorities intend that the sharing or the disclosure of non-public 
information, including but not limited to deliberative and consultative 
materials, pursuant to the terms of this MOU, will not constitute a waiver of 
privilege or confidentiality of such information. 
ARTICLE SEVEN: TERMINATION 
36.  
Cooperation in accordance with this MOU will continue until the expiration 
of 
30 days after either Authority gives written notice to the other Authority 
of its intention to terminate its cooperation under the MOU. If either 
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 of termination of 
this MOU, information obtained under this MOU will continue to be treated 
in the manner prescribed under Article Six. 

Signed a & , thid@day of ,2006. 
u 
Christopher Cox, Chairman 
John Tiner, Chief Exew Officer 
For the United States 
For the United Kingdom 
Securities and Exchange Commission 
Financial Services Authority 

APPENDIX A 
CONTACT OFFICERS 
US Securities and Exchange Commission 
100 F Street NE 
Washington, DC 20549 
USA 
Attention: 
Director, Division of Market Regulation 
Associate Director, Office of Broker-Dealer Finances 
Assistant Director, Office of Financial Responsibility 
Tel: 
+202-551-5500 
Fax: +202-772-9273 
Director, Office of International Affairs 
Tel.: 
(202) 551 -6690 
Fax: (202) 942-9524 
UK Financial Services Authority 
25 The North Colonnade 
Canary Wharf 
London 
El 4 5HS 
Attention: 
Head of Department 
Wholesale Investment Banks 
Wholesale Firms Division 
Tel: 
+44 20 7066-4876 
Fax: +44 20 7066-4877 

MEMORANDUM  
of  

UNDERSTANDING  

The United States United Kingdom 
Securities and Exchange Commission Financial Services Authority 

Concerning Consultation, Cooperation and the Exchange 
of Information Related to Market Oversight and the 

Supervision of Financial Services Firms 



MEMORANDUM OF UNDERSTANDING CONCERNING  
CONSULTATION, COOPERATION AND THE EXCHANGE OF INFORMATION  

RELATED TO MARKET OVERSIGHT AND THE SUPERVISION OF  
FINANCIAL SERVICES FIRMS  

In view of the growing globalization of the world's financial markets and the 

increase in cross-border operations and activities of financial services firms, 

including large complex financial conglomerates, the United States Securities 

and Exchange Commission ("SEC") and the United Kingdom Financial Services 

Authority ("FSA") (collectively, the "Authorities") have reached this Memorandum 

of Understanding ("MOU") on the exchange of information regarding the 

oversight of financial services firms. The SEC and the FSA 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 integrity, and maintaining confidence and systemic 

stability. 

ARTICLE ONE: DEFINITIONS 

For purposes of this MOU: 

1. "Authority" means the SEC or the FSA: 

a) "Requested Authority" means the Authority to whom a request is 

made under this MOU; and 

b) "Requesting Authority" means the Authority making a request under 

this MOU. 

2. "Firm" means : 



a)  a Person subject to the oversight of one or both of the Authorities, 

who conducts investment, securities, asset management, securities 

processing, insurance, or banking business (collectively "financial 

services business") in both the United States and the United 

Kingdom, and who has its global headquarters in the United States 

or the United Kingdom; or 

b) a Related Entity; or  

c) a Dually Regulated Entity.  

3.  "Person" means a natural person, unincorporated association, 

partnership, trust, investment company or corporation. 

4.  "Related Entity" means legal entities or sub-groups of a Firm, including 

affiliates, branches or subsidiaries, regulated by one or both Authorities. 

5.  "Dually Regulated Entity" means a Person that conducts financial services 

business and is authorized by or registered with both Authorities. 

6.  "Books and Records" means documents, books and records of, and other 

information about, a Firm. 

7.  "On-Site Visit" means: 

a)  In the case of an On-Site Visit conducted by the SEC, any routine, 

sweep, or for-cause regulatory visit to, or inspection of the books, 

records, and premises of, a Firm ;and 

b)  In the case of an On-Site Visit conducted by the FSA, a regulatory 

visit to an FSA-authorized firm that is ad hoc, part of a regulatory 

program, or in connection with a cross-firm exercise designed to 

discover information that is relevant for the discharge of the FSA's 

objectives or strategic priorities. 



8.  "Host Authority" means the Authority in whose jurisdiction a Firm is 

located. 

9.  "Inspecting Authority" means the Authority performing an On-Site Visit. 

10.  "Emergency Situation" means the occurrence of an event that could 

materially impair the financial or operational condition of a Firm. 

11.  "National Governmental Entity" means: 

a) If the Requesting Authority is the SEC, the US Treasury 

Department or the US Federal Reserve Board; and 

b) If the Requesting Authority is the FSA, Her Majesty's Treasury or 

the Bank of England. 

ARTICLE TWO: GENERAL PROVISIONS 

This MOU is a statement of intent to consult, cooperate and exchange 

information in connection with the oversight of Firms that conduct financial 

services business in the United States and the United Kingdom, in a 

manner consistent with, and permitted by, the laws and requirements that 

govern the Authorities. It is anticipated that cooperation would be 

primarily achieved through ongoing, informal, oral consultations, 

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

this MOU are not intended to discourage or hinder such informal and oral 

communication. 

13.  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. 

14.  This MOU does not limit an Authority to taking solely those measures 

described herein in fulfillment of its supervisory functions. In particular, 

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

conduct an On-Site Visit of, or obtain information or documents from, any 

Person subject to its jurisdiction that is located in the territory of the other 

Authority. 

15.  This MOU is intended to complement, but does not alter the terms and 

conditions of the following existing arrangements concerning cooperation 

in securities matters: (i) the Memorandum of Understanding on Mutual 

Assistance and the Exchange of Information between (among others) the 

SEC and the FSA (September 25, 1991, as amended), which covers 

primarily information-sharing in the context of enforcement investigations; 

(ii) the IOSCO Multilateral Memorandum of Understanding Concerning 

Consultation and Cooperation and the Exchange of Information, to which 

the SEC and FSA are signatories, which also covers information-sharing 

in the context of enforcement investigations; and (iii) the Memorandum of 

Understanding between the SEC and the Bank of England (October 27, 

1997). In particular, this MOU does not alter existing understandings 

between the SEC and FSA in the area of enforcement. However, this 

MOU supersedes the Declaration on Cooperation and Supervision of 

Cross-Border lnvestment Management Activity between the UK 

lnvestment Management Regulatory Organization and the US Securities 

and Exchange Commission (May 1, 1995, as amended). 

16.  The Authorities intend in particular, and to the maximum extent possible, 

that the cooperation and information sharing arrangements under this 



MOU should be implemented in a manner which is compatible with the 

obligations and commitments which an Authority may have toward a 

securities, insurance, asset management, banking or other regulatory 

authority or agency in a member state of the European Economic Area. 

17.  The Authorities intend periodically to review the functioning and 

effectiveness of cooperation arrangements between the FSA and SEC 

with a view, inter alia, to expanding or altering the scope or operation of 

this MOU should that be judged necessary. 

18.  To facilitate cooperation under this MOU, the Authorities hereby designate 

contact persons as set forth in Appendix A. 

ARTICLE THREE: SCOPE OF SUPERVISORY CONSULTATION, 

COOPERATION AND EXCHANGE OF INFORMATION 

19.  The Authorities recognize the importance of close communication 

concerning the global operations of Firms, and intend to consult regularly 

regarding general supervisory developments and issues relevant to the 

operations, activities and regulation of such Firms. 

20.  To the extent practicable and as appropriate in the particular 

circumstances, including the status of efforts to address any difficulties 

experienced by a Firm, each Authority endeavors to inform the other 

Authority in advance of: 

a)  pending regulatory changes that may have a significant impact on 

the operations, activities, or reputation of a Firm, in the other 

jurisdiction; and 

b)  any material event that could adversely impact each other's 

markets or the stability of a Firm, in the other jurisdiction. Such 



events include known changes in the operating environment, 

operations, management, or systems and controls. 

The above is without prejudice to any arrangements relating to specific 

prudential issues. 

21.  To the extent necessary to supplement periodic and ad hoc oral 

consultations, upon written request, each Authority intends to provide to 

the other Authority the fullest possible cooperation in assisting with the 

oversight of a Firm, and ensuring compliance with the laws or regulations 

of the Requesting Authority. It is anticipated that such requests will relate 

to information that is not otherwise available to the Requesting Authority. 

The assistance covered by this Paragraph includes, as appropriate to 

each entity, providing: 

a)  lnformation based upon documents held in the files of the 

Requested Authority relevant to the Requesting Authority's 

oversight of the operations or activities of a Firm. The Requested 

Authority will provide maximum assistance in interpreting such 

information. Such information includes, without limitation: 

i.  lnformation relevant to the financial and operational condition of 

a Firm, including, for example, capital structure, liquidity and 

funding profiles, and internal controls procedures. 

ii.  Relevant regulatory information, including, for example: interim 

and annual financial statements; information drawn from 

regulatory reports and filings; early warning notices that a Firm 

is required to submit to an Authority; and information drawn 

from examination reports as may be deemed appropriate or 

relevant by the Requested Authority. 



b)  The Requesting Authority may (unusually) ask to see copies of 

regulatory reports, filings or other information held in the files of the 

Requested Authority or other information located in the Requested 

Authority's jurisdiction that may be relevant to the Requesting 

Authority's oversight of a Firm. It will be incumbent on the 

Requesting Authority to specify why direct access is required to 

information in this form. 

This general requirement for a written request is without prejudice to 

Paragraph 22 relating to the exchange of certain information regarding 

Dually Regulated Entities involved in asset management. 

22.  With respect to asset management, the Authorities agree that they will 

provide to each other, on a routine basis and without advance request, 

copies of inspection reports of Dually Regulated Entities that are involved 

in asset management, including investment advisers, investment fund 

managers, fund administrators, fund trustees, investment companies and 

investment funds. 

ARTICLE FOUR: ON-SITE VISITS 

23.  The SEC may conduct On-Site Visits of Persons located in the United 

Kingdom that are either (a) Related Entities that have their global 

headquarters in the United States or (b) Dually Regulated Entities. The 

FSA may conduct On-Site Visits of Persons located in the United States 

that are either (a) Related Entities that have their global headquarters in 

the United Kingdom or (b) Dually Regulated Entities. 

24.  The Authorities intend to comply with the following procedures before 

conducting an On-Site Visit: 



a) The lnspecting Authority will notify the Host Authority of its intent to 

conduct an On-Site Visit, by itself or by a third party commissioned 

by it, the intended time frame for and the scope of the On-Site Visit. 

If practicable, the lnspecting Authority will attempt to notify the Host 

Authority at least one week prior to notifying the Related Entity or 

Dually Regulated Entity covered by this Article. 

b) The Authorities intend to assist each other regarding On-Site Visits, 

including cooperation and consultation 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 Related Entity or Dually Regulated Entity 

covered by this Article. 

c)  The Host Authority may, in its discretion, accompany the lnspecting 

Authority during the On-Site Visit and assist in the On-Site Visit. 

ARTICLE FIVE: EXECUTION OF REQUESTS FOR ASSISTANCE 

25.  To the extent possible, a request for written information pursuant to Article 

Three should be made in writing, and addressed to the relevant contact 

person 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 which is the subject of the 

request and the purpose for which the information is sought; and 

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

urgency thereof. 



This general requirement for a written request is without prejudice to 

Paragraph 22 relating to the exchange of certain information regarding 

Dually Regulated Entities involved in asset management. 

26.  In Emergency Situations, the Authorities will endeavor to notify each other 

of the Emergency Situation and communicate information to the other as 

would be appropriate in the particular circumstances, 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. 

ARTICLE SIX: PERMISSIBLE USES AND CONFIDENTIALITY OF 

INFORMATION 

27.  Except for disclosures in accordance with this MOU, including permissible 

uses of information under this Article, each Authority intends to keep 

confidential to the extent permitted by law information shared under this 

MOU, requests made under this MOU, the contents of such requests, and 

any other matters arising under this MOU. 

28.  Subject to paragraphs 32, 33, and 34 below, the Requesting Authority 

may use non-public information obtained under this MOU solely for 

conducting oversight of Firms, and seeking to ensure compliance with the 

laws or regulations of the Requesting Authority. 

29.  In cases where an Authority seeks to onward share for supervisory 

purposes non-public information obtained pursuant to this MOU with a 

third securities, insurance, banking or other regulatory authority, including 

a relevant self-regulatory organization, the Requesting Authority 



undertakes to consult with the Requested Authority prior to providing the 

information to the third authority and: 

a) provide assurances that the third authority has confirmed that it 

requires the non-public information for a relevant supervisory 

purpose related to a material affiliate of a Firm; and 

b) obtain confirmation from the Requested Authority that the third 

authority has in place an information sharing arrangement with the 

Requested Authority related to supervisory matters, which governs 

the use and confidentiality of any non-public information shared 

under such arrangement. 

If the conditions described in (a) and (b) of this Paragraph are not met, the 

Requesting Authority must obtain consent from the Requested Authority 

prior to providing non-public information obtained under this MOU to a 

third authority. In considering whether to grant consent, the Requested 

Authority will take into account both the Requesting Authority's obligations 

under, and the objectives of, European Directives, with respect to 

requests by the Requesting Authority to onward share information to EEA 

members. The Requested Authority will also take into account the 

urgency of the request and respond in a timely manner. 

30.  If an Authority receives, via a third party, information related to the 

oversight of Firms provided by the other Authority, the first Authority will 

treat the information in accordance with the terms of this MOU. 

31.  Before using non-public information furnished under this MOU for any 

purpose other than those stated in Paragraph 28, the Requesting 

Authority must first inform the Requested Authority of the intended use. 

As necessary, the Authorities will consult to discuss the reasons for any 



denial by the Requested Authority of such use and the circumstances 

under which such use might be allowed. 

32.  As mentioned above, this MOU is intended to complement, but not alter in 

any way, either the Memorandum of Understanding on Mutual Assistance 

and the Exchange of Information between (among others) the SEC and 

the FSA (September 25, 1991, as amended) or the IOSCO Multilateral 

Memorandum of Understanding Concerning Consultation and 

Cooperation and the Exchange of Information. The Authorities recognize 

that while information is not to be gathered under the auspices of this 

MOU for enforcement purposes, subsequently the Authorities may want to 

use the information for law enforcement. In cases where an Authority 

seeks to use information obtained under this MOU for enforcement 

purposes, including in conducting investigations or bringing administrative, 

civil or criminal proceedings, prior consent must be sought from the other 

Authority. Use will be subject to the terms and conditions of the 

arrangements referred to above concerning cooperation in enforcement 

matters. 

33.  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. 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. 

34.  In extraordinary circumstances it may become necessary for a Requesting 

Authority to share information obtained under this MOU with other 

National Governmental Entities. In these circumstances and to the extent 

permitted by law, 



a) the Requesting Authority intends to notify the Requested Authority, 

and 

b)  prior to passing on the information, the Requested Authority will 

receive adequate assurances concerning the National 

Governmental Entity's use and confidential treatment of the 

information, including, as necessary, assurances that the 

information will not be shared with other parties without getting the 

prior consent of the Requested Authority. 

35.  The Authorities intend that the sharing or the disclosure of non-public 

information, including but not limited to deliberative and consultative 

materials, pursuant to the terms of this MOU, will not constitute a waiver of 

privilege or confidentiality of such information. 

ARTICLE SEVEN: TERMINATION 

36.  Cooperation in accordance with this MOU will continue until the expiration 

of 30 days after either Authority gives written notice to the other Authority 

of its intention to terminate its cooperation under the MOU. If either 

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 of termination of 

this MOU, information obtained under this MOU will continue to be treated 

in the manner prescribed under Article Six. 



Signed a & , thid@day of ,2006. 
u 

Christopher Cox, Chairman John Tiner, Chief E x e w  Officer 

For the United States For the United Kingdom 

Securities and Exchange Commission Financial Services Authority 



APPENDIX A 

CONTACT OFFICERS 

US Securities and Exchange Commission 
100 F Street NE 
Washington, DC 20549 
USA 

Attention: 

Director, Division of Market Regulation 
Associate Director, Office of Broker-Dealer Finances 
Assistant Director, Office of Financial Responsibility 

Tel: +202-551-5500 
Fax: +202-772-9273 

Director, Office of International Affairs 

Tel.: (202) 551 -6690 
Fax: (202) 942-9524 

UK Financial Services Authority 
25 The North Colonnade 
Canary Wharf 
London E l  4 5HS 

Attention: 

Head of Department 
Wholesale Investment Banks 
Wholesale Firms Division 

Tel: +44 20 7066-4876 
Fax: +44 20 7066-4877