and the Exchange of Information Related to the

Concerning Consultation, Cooperation 
and the Exchange of Information Related to the 
Supervision of Cross-Border Regulated Entities 
 
MEMORANDUM 
OF 
UNDERSTANDING 
 
 
 
 
 
 
The United States 
Securities and Exchange Commission 
Alberta Securities Commission 
 
British Columbia Securities Commission 
 
Manitoba Securities Commission 
 
New Brunswick Financial and Consumer 
Services Commission 
 
Nova Scotia Securities Commission 
 
Ontario Securities Commission 
 
Autorité des marchés financiers 
du Quebec 
 
Financial and Consumer Affairs 
Authority of Saskatchewan 
 

MEMORANDUM OF UNDERSTANDING 

CONCERNING CONSULTATION, COOPERATION 
AND 

THE EXCHANGE OF INFORMATION 

RELATED TO THE SUPERVISION OF 

CROSS-BORDER REGULATED ENTITIES 

. In view ofthe growing globalization ofthe world's financial markets and the increase in 
cross-border operations and activities ofregulated entities, the US Securities and Exchange 
Commission (SEC), the Autorite des marches financiers (AMF) and the Ontario Securities 
Conupission (OSC) have reached this Memorandum ofUnderstanding (MOU) regarding 
mutual assistance 
in the supervision and oversight ofregulated entities that operate on a 
cross-border basis 
in the United States and Canada The Authorities express, through this 
MOU, their willingness to cooperate with each other in the interest offulfilling their . 
respective regulatory mandates particularly 
in the areas of: .iflvestor protection; fostering the 
integrity ofand maintaining confidence in capital markets; and reducing systemic risk. 
ARTICLE ONE: 
DEFINITIONS 
For purposes ofthis MOU: 
1. "Authority'' means: 
a) the US Securities and Exchange Commission (SEC); or 
·
b) The Autorite des marches financiers {AMF), the Ontario Securities Commission 
(OSC), 
or any other Canadian s~tiesregulatory authority which may become a 
party to 
the Memorandum ofUnderstanding in the manner set out in Article 8 
· (individually a Canadian Authority, 
or collectively the Canadian Authorities). 
r 
2. . ~'Requested Authority" means:· 
. a) Where the Requesting Authority 
is the SEC, the Canadian Authority to which a 
request 
is made under this MOU; or 
b) Where the Requesting Authority is a Canadian Authority, the SEC. 
3. ·''Requesting Authority'' mean8 an Authority making a request under this MOU . 
. 4. "Person" 
means a natural person, unincorporated association, partnership, trust, 
investment company or c6rporation. 
5. "Regulated Entity'' means a Person that is au~orized, designated, recognized, 
.qualified, or registered, and supervised or overseen by one ofthe Authorities, which 
. may include but is not limited to exchanges and other trading venues; brokers or 
dealers; investment adVisers; investment fund managers or investment companies; 
clearing agencies 
or houses, transfer agents; and credit rating agencies. 

6. 	"Cross-Border Regulated Entity'' meims (a) a Regulated Entity ofthe SEC and any of 
the Canadian Authorities, (b) a Regulated Entity in onejurisdiction that has been 
~xempted from authorization, designation, recognition, qualification or registration by 
an Authority in the otherjurisdiction, (c) a Regulated Entity in one jurisdiction that is 
controlled 
by a  Regulated Entity in the otherjurisdiction, or (d) a Regulated Entity in 
one ju..-isdiction that is physically located in the other jurisdiction. For purposes of 
this MOU, references to jurisdiction will be detennined as either thejurisdiction of 
the SEC or thejurisdiction ofone ofthe Canadian Authorities. 
7. 	"On-Site Visit" means any routine, sweep, or for~cause regulatory visit to or 

inspection 
ofthe Books and Records and premises ofa Cross-Border Regulated 

Entity for 
the purposes ofongoing supervision and oversight 

8. 	"Books and Records" means documents, books, and records of, and other information 
. about, a Regulated Entity. · · 
9. 	- "Local Authority" means 
the Authority in whose jurisdiction a  Cross-Border 

Regulated Entity is physically located. 

10. 	
"Emergency Situation" means the occurrence ofan event that could materially impair 
the financial or operational condition· ofa  Cross-Border Regulated Entity. 
11. 	"Governmental Entity'' 
means: 
. a) 	The US Department ·ofthe Treasury or the US Board ofGovernors ofthe Federal 
Reserve System, ifthe Requesting Authority is the SEC; and 
b) The Quebec ministere des Finances, ifthe Requesting Authority is the AMF; and 
c) The Ontario Ministry ofFinance, ifthe Requesting A~thority is the OSC. 
ARTICLE TWo: 
GENERAL PROVISIONS 
12. 	This MOU is a statement ofintent to consult, cooperate and exchange infonnation in 
connection with the supervision and oversight ofCross-Border Regulated Entities that 
operate within the jurisdictions ofthe SEC and one or more ofthe Canadian 
Authorities, 
in a manner consistent with, and permitted by, the laws and requirements 
that govern 
the AuthQrities. This MOU provides for consultation, cooperation and . 
exchange 
ofinformation related to the s_upervision and oversight ofCross-Border 
Regulated Entities 
between the SEC and each Canadian Authority individually. The 
Authorities anticipate that cooperation will be primarily achieved through ongoing, 
informal oonsultations, supplemented, 
when necessary, by more in-depth cooperation, 
incfoding 
through mutual assistance in obtaining information froni Regulated Entities. 
The provisions ofthis MOU are intended to support such informal communication as 
2 


well as to facilitate the written exchange ofnon-public information where necessary 
in accordance with applicable laws. 
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 
ofa request for assistance under this MOU. 
14. 	This MOU does not limit an Authority to .taking solely those measures descnbed 
herein 
in fulfillment ofits supervisory functions. In particular, this MOU does not 
affect any right ofany Authority to communicate with, conduct an On-Site Visit of 
(subject to the procedures described in Article Four), or obtain information or 
documents from, any Person subject 
to its jurisdiction that is located in the territory of 
another Authority. 
15. 	
This MOU complements, but does not alter the terms and conditions ofthe following 
existing arrangements concerning cooperation 
in securities matters: (i) the IOSCO 
Multilateral Memorandum 
ofUnderstanding Concerning Consultation and 
Cooperation and 
the Exchange ofInformation, to which the Authorities are 
signatories, which covers information-sharing 
in the context ofenforcement; and (ii) 
Memorandum ofUnderstanding between the US Securities and Exchange 
Commission and Ontario Securities Commission, Commission des 
valeurs mobilieres 
·du Quebec 
and ~ritish Columbia Securities Commission, dated 7 January 1988. 
16. 	The Authorities will, within the framework ofthis MOU, provide each other with the 
fullest cooperation pennissible under the law in relation to the supervision ofCross­
Border Regula~Entities. Followin~ consultation, cooperation may be denied: 
a) 	Where the cooperation would require 
an Authority to act in a-manner that would 
violate domestic laW; 
· b) 	Where a request for assistance is not made in accordance with the terms ofthe 
MOU; or . 
c) 	On the grounds ofthe public interest. 
17. 	To· facilitate cooperation under this 
MOU, the Authorities hereby designate contact 
. persons as 
set forth inAppendix A. · 
ARTICLE THREE: 	
SCOPE OF SUPERVISORY CONSULTATION, COOPERATION AND THE 
ExCHANGEOFINFORMATION 
. 18. 	
Consultation. The Authorities recognize the importance ofclose communication 
concerning Cross-Border Regulated Entities, and intend to consult regularly 
at the 
stafflevel regarding: (i) general supervisory issues, including regulatory', oversight or 
3 


oth~related developments; (ii) issues relevant to the operations, activities, and 
regulation 
ofCross-Border Regulated Entities; and (iii) any other areas ofmutual 
supervisory interest. 
19. 	Cooperation will 
be most useful in, but is not limited to, the following circumstances 
where issues ofcom.mon regulatory concern may arise: 
a) 	The initial application with an Authority for authorization, designation, 
recognition, qualification, registration 
or exemption therefrom by a Regulated 
"Entity that is 
authoriz~, designated, recognized, qualified or registered by an 
Authority in the other jurisdiction; 
b) 	The ongoing supervision and oversight ofa Cross-Border Regulated Entity; and 
c) 	Regulatory or supervisory actions or approvals taken in relation to a Cross-Border 
Regulated 
Entity by an Authority that may impact the operations ofthe entity in 
jurisdiction ofthe other Authority. 
20. 	
Advance Notification. Each Authority will, where practicable and reasonable, seek 

to inform the other Authorities in advance of. or as soon as possible thereafter of: 

a) 	Pending regulatory changes that 
may have a significant impact on the operations, 
activities, 
or reputation ofa Cross-Border Regulated Entity; · 
b) 	Any material event ofwhich the Authority is aware that could adversely and 
directly impact a Cross-Border Regulated Entity. Such events include known 
changes in the ownership, operating environment, operations, financial resources, 
management, 
or systems and control ofa Cross-Border Regulated Entity; and 
c) 	Enforcement or regulatory actions· or sanctions, including the revocation, 
suspension 
or modification ofrelevant a~thorization, designation, recognition, 
qualification·
or registration or exemption therefrom, concerning or related to 
Cross-Border Regulated Entity. 
21. 	
Exchange ofInformation. To supplement informal consultations, upon written 
requ~t, each Authority intends to provide the other Authorities with assistance in 
obtaining information, and interpr~ng such information, relevan~ to ensuring 
compliance with 
the laws and regulations ofthe Requesting Authority and that is not 
otherwise available to the Requesting Authority. The information covered by this 
paragraph includes, without limitation: 
. . 
a) 	Infonnation relevant to the financial and operational condition ofa  Cross-Border 
Regulated Entity, including, 
for example, reports ofcapital reserves, liquidity or 
other prudential measures, and internal control procedures; ·    · 
4 


b) 	Relevant regulatory information and filings that a Cross-Border Regulated Entity 
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 drawn from such reports regarding Cross-Border 
Regulated Entities. 
ARTICLE FOUR: 
ON-SITE VISITS . 
22. 	Where n~ssaryin order to fulfill its supervision and oversight responsibilities and to 
ensure compliance with its laws and regulations, an Authority seeking 
to examine a 
Cross-Border Regulated Entity located 
in the jurisdiction ofthe Local Authority will 
consult and work collaboratively with the Local Authority 
in conducting an On-Site 
Visit The Authorities will comply with the following procedures before conducting 
an On-Site Visit: 
a) 'nJ.e Authority seeking to 
conducfan On-Site visit will provide advance notice to 
.the Local Authority ofits intent to conduct an On-Site Visit, by itself.or by a third 
· party eommissioned 
by it, and will consult with the Local Authority on the 
intended time:frame·and scope.of the On-Site Visit. · 
b) 	The Local Authority will endeavor to share any relevant examination reports or 
compliance reviews it may have undertaken respecting the Cross-Border 
Regulated Entity with the Requesting Authority. 
c) 	
The Authorities intend to assist each. other regarding On-Site Visits, including 
cooperation and consultation in reviewing, interpreting and analyzip.g the contents 
ofpublic and non-public Books and Records; and obtaining information from 
directors and senior management ofa Cros~-BorderRegulated Entity. 
· 
d) 	.The Authorities will consult and, where desired, conduct joint inspections with a 
view 
to possibly leveraging resources in the oversight ofa Cross-Border 
Regulated Entity. 
ARTICLE FIVE: 
EXECUTION OF REQUESTS FOR ASSISTANCE 
23. 	To the extent possible, a request for information pursuant to Article Three should be 
made in writing, and addressed to the relevant contact person identified in Appendix 
A. 	A request for information generally should specify the following: 
a) 	The infonnation sought by the Requestin~ Authority; 
· 
b) A general de8cription ofthe matter which is the subject ofthe request and the 
·  purpose for which the information is sought; and 
5 


c) The desired time period for reply and, where appropriate, the urgency thereof. 
24. 	
In an Emergency Situation, the Authorities will endeavor to notify each other ofthe 
Emergency Situation and communicate information to the other as would be 
appropriate in the particular circmnstances, taking into account all relevant factors, 
including 
the status ofefforts to address the Emergency Situation. During an 
Emergency Situation, requests for information 
may he made in any form, including 
orally, provided such communication is confirmed in writing as promptly as 
possible 
following such notification. 
ARTICLE SIX: PERMISSIBLE USES OF INFoRMATION 
-25. 	The Requesting Authority may use non-public information obtained under this MOU 
solely for the purpose ofsupervising Cross-Border Regulated Entities and seeking to 
ensure compliance with the laws or regulations ofthe Requesting Authority. 
26. 	This MOU is fo.tended 
to complement; but does not alter the terms and conditions of 
the existing arrangements between the Authorities concerning cooperation in 
securities matters, as set forth 
in Paragraph 15. The Authorities recognize that while 
information is not to be gathered under the auspices ofthis MOU for enforcement 
pruposes, subsequently the Authorities 
may want to use the information for law 
enforcement. In cases where a Requesting Authority seeks to use information 
obtained under this MOU for enforcement purposes, inclμding in conducting 
investigations 
or bringing administrative, civil or crimjnal proceedings, prior consent 
must be sought from the Requested Authority. Use will be subject to the terms and 
conditions ofthe arrangements referred to in Paragraph 15. 
ARTICLE SEVEN: 
CONFIDENTIALITYOF INFORMATIONAND.ONWARD SHARING 
27. 	Except for disclosures in accordance with the MOU, including permissible uses of 
information under Article Six, each Authority will keep confidential to the extent 
permitted 
by law infomiation shared under this MOU, requests made under this 
MOU, the contents 
ofsuch requests, and any other matters arising under this MOU. 
28. 	To the extent possible, the Requesting Authority will notify the Requested Authority 
ofany 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. 
29. 	
In certain circumstances, and as required by law, it may become necessary for the 
Requesting Authority to share information obtained under this MOU with other 
Governmental Entities 
inits jurisdiction. In these circumstances and to the extent 
permi~edby law: 
6 


a) The Requesting Authority will notify the Requested Authority. 
b) Prior to passing 
on the information, the Requested Authority will receive adequate 
assurances concerning the Governmental Entity's use and confidential treatment 
ofthe information, including, as necessary, assurances thilt the information will 
not be shared with other parties without getting the prior consent 
ofthe Requested 
Authority. 
30. 	Except as provided 
in paragraph 29, the Requesting Authority must obtain the prior 
written consent 
ofthe Requested Authority before disclosi.ng non~publicinformation 
received under this MOU to 
any non-signatory to this MOU. 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. 
Ifconsent is not obtained from the Requested Authority, the Requesting 
and Requested Authorities will consult 
to discuss the reasons for withholding 
approval 
ofsuch use and the circumstances, ifany, under which the intended use by 
the Requesting Authority might be allowed. 
31. 	
The Authorities intend that the sharing or disclosure ofnon-public information, 
including but 
not limited to.deliberative and consultative materials, such as written 
analysis, opinions 
or recommendations refating to non-public information that is 
prepared by or on behalfofan Authority, pursuant to the terms ofthis MOU, will not 
. constitute a waiver ofprivilege or confidentiality ofsuch information. 
ARTICLE EIGHT: 
AMENDMENTS 
32. 	· The Authorities will periodically review the functioning and effectiveness ofthe 
cooperation arrangements between the Authorities with a view, inter alia, to 
expanding 
or altering the scope.or operation ofthis MOU should that be judged 
necessary. This 
MOU may be·amended with the written consent ofall ofthe 
Authorities. 
33. 	
Any Canadian Authority may become a party to this MOU by executing a colinterpart 
hereof: together with the 
SEC and providing notice ofsuch execution to the other 
Canadian Authorities which are signatories to this MOU. 
ARTICLE NINE: 
ExEcuTION OFMOU 
34. 	Cooperation in accordance with this MOU will become effective on the date this 
MOU is signed by the Authorities and, fu the case ofthe OSC, on the date determined 
in accordance 
with appliCabie legislation. 
7 


ARTICLE TEN: 
TERMINATION 
35. 	Cooperation in accordance with this MOU will continue until·the expiration of 30 
days after any Authority gives written notice to the other Authorities ofits intention 
to terminate the MOU. 
Ifan Authority gives such notice, cooperation will continue 
with respect to all requests for assistance that were made under the MOU before the 
effective date ofnotification until the Requesting Authority terminates the matter for 
which assistance was requested. In the event oftermination ofthis MOU, 
information obtained under this 
MOU will continue to be treated in a manner 
· prescribed under Articles 
Six and Seven. 
8 


Signed in Montreal, Quebec, this l 0th day ofJune 2010. 
· o Securities Com.mission 
~5~-G-)~ 
st-Oelais 
President and ChiefExecutive Officer 
For the. Autorite des marches financiers du Quebec 
9 


ADDENDUM 
Pursuant to this Addendum, in accordance with Article 8, paragraph 33, the Alberta 
Securities Commission and British Columbia Securities Commission hereby become parties 
to this MOU. 
To reflect the addition ofthe Alberta Securities Commission and British Columbia Securities 
Commission as Authorities under this MOU, Article One, paragraph 
11, shall include the 
following language: 
11. "Governmental Entity" means: 
(a)-(b) no change. 
(c) The Ontario Ministry 
of Finance, ifthe Requesting Authority is the OSC ; and 
(d) The Ministry 
of Finance and Enterprise, ifthe Requesting Authority is the ASC; and 
(e) The Ministry 
of Finance, ifthe Requesting Authority is  the BCSC. 
Mary L~apiro 
Chairman 
For the United States Securities and Exchange Commission 
Date: 
.Sep+. 7, :2..o I\ 
lberta Securities Commission 
Dat . 
S6p.f-. it?, J.,u1/ 
-~~------
/ 
~ 
Chair and Chief Executive Officer 
For the British Columbia Securities Commission 
Date: 
..:s ~~.\I..\.. • d-.o\\ 
10 

ADDENDUM 
Pursuant to this Addendum, in accordance with Article 8, paragraph 33, the New 
Brunswick Financial and Consumer Services Commission, the Nova Scotia Securities 
Commission, the Manitoba Securities Commission, and the Financial and Consumer Affairs 
Authority 
of Saskatchewan hereby become parties to this MOU. 
To reflect the addition 
of the New Brunswick Financial and Consumer Services 
Commission, the Nova Scotia Securities Commission, the Manitoba Securities Commission, 
and the Financial and Consumer Affairs Authority 
of Saskatchewan as Authorities  under this 
MOU, Article One, paragraph 
11, shall include the following language: 
11. "Governmental Entity" means: 
(a) -  (b) no change. 
(c) The New Brunswick Minister 
of Justice, if the Requesting Authority is the FCNB; 
(d) The Nova Scotia Ministry of Finance and Treasury Board, if the Requesting Authority is 
the NSSC; 
(e) The Manitoba Ministry of Finance, ifthe Requesting Authority is  the MSC; 
(f) The Saskatchewan Minister of Justice, if the Requesting Authority is the FCAA. 
Mary 
Jo White 

Chair 

For the United States Securities and Exchange Commission 

Date: 
'/z.':"A"s-

Q~-r w_ 
Peter Klohn 
Chair 
For the New Brunswick Financial Consumer and Services Commission 
Date: 
r
0 
) "-" / ( 
~ 
Paul Radford, Q.C. 
Vice-chair and Acting Chair 
For the 
Nova Scotia Securities Commission 
Date: fG f'2/ r~ 

/' 
Don~ 

Char and C 
For the Manitoba Securities Commission 
Date: 
Roger Sobotkiewicz 
Acting Chairperson 
For the Financial and Consumer Affairs Authority 
of Saskatchewan 
Date: I 
\::> I 1 ~ I I :;--­

Appendix A 
CONTACT OFFICERS 
US Securities and Exchange Commission 

I00 F  Street NE · 

Washington, 
DC 20549 

USA 

Attention: 
Director, Office 
ofInternational Affairs 
Tel: (202) 551-6690 
. Fax: (202) 772-9273 
Ontario Securities Coinmission 
20 Queen Street West 
19th Floor, Box 55 
Toronto, ON MSH 3S8 
Attention: 
Director, Office 
ofDomestic and International Affairs 
Tel: . (416) 593-8084 
Fax: (416) 595-8942 
Autoi:ite des marcltes financiers 
800, Square Victoria, 22c etage 
C.P. 246, Tour de la Bourse 
.  Montreal (Quebec) H4Z 
103 · 
Atu<ntion: 
Corporate Secretary 
Tel: 
(514) 395-0337 ext 2517 
Fax: (514) 864-6381 

Appendix A (continued) 
CONTACT OFFICERS 
Alberta Securities Commission 
Suite 600, 250-5th Street SW 
Calgary, Alberta T2P OR4 
Attention: 
Director, Office 
of General Counsel 
Tel: (403) 297-4698 
Fax: (403) 355-4479 
British Columbia Securities Commission 
P.O. Box 10142, Pacific Centre 
701 West Georgia 
Vancouver, BC V7Y 1L2 
Attention: 
Secretary to the Commission 
Tel : (604) 899-6534 
Fax: (604) 899-6506 
Email: [email protected] 
2 


Appendix A (continued) 
CONTACT OFFICERS 
United States Securities and Exchange Commission 
100 F Street, NE 
Washington, DC 20549-1004 
U.S.A. 
Attention: Director, Office of International Affairs 
Tel: (202) 551-6690 
Fax: (202) 772-9280 
Manitoba Securities Commission 
500-400 St. Mary Avenue 
Winnipeg, 
MB 
R3C 4K5 Canada 
Attention: Director 
Tel: (204) 945-2561 
Fax: (204) 945-0330 
New Brunswick Financial and Consumer Services Commission 
85 Charlotte Street, Suite 300 
Saint John, 
NB, Canada 
E2L 2J2 
Attention: Director of Enforcement 
Tel: 1 {866) 933-2222 
Fax: 
(506) 658-3059 

Appendix A {continued) 
Nova Scotia Securities Commission 
Suite 400, Duke Tower 
5251 Duke Street 
Halifax, 
NS 
B3J 1P3 Canada 
Attention: Secretary to the Commission 
Tel: (902) 424-7768 
Fax: (902) 424-4625 
Financial and Consumer Affairs Authority of Saskatchewan 
Suite 601 
1919 Saskatchewan Drive 
Regina, 
SK 
S4P 4H2 Canada 
Attention: Deputy Director, Capital Markets, Securities Division 
Tel: (306) 787-5871 
Fax: (306) 787-5899 

Concerning Consultation, Cooperation 

and the Exchange of Information Related to the 

Supervision of Cross-Border Regulated Entities 

 

MEMORANDUM 

OF 

UNDERSTANDING 
 

 

 

 

 

 

The United States 

Securities and Exchange Commission 
Alberta Securities Commission 

 

British Columbia Securities Commission 

 

Manitoba Securities Commission 

 

New Brunswick Financial and Consumer 

Services Commission 

 

Nova Scotia Securities Commission 

 

Ontario Securities Commission 

 

Autorité des marchés financiers 

du Quebec 

 

Financial and Consumer Affairs 

Authority of Saskatchewan 
 



MEMORANDUM OF UNDERSTANDING 

CONCERNING CONSULTATION, COOPERATION AND 


THE EXCHANGE OF INFORMATION 

RELATED TO THE SUPERVISION OF 


CROSS-BORDER REGULATED ENTITIES 


. In view ofthe growing globalization ofthe world's financial markets and the increase in 
cross-border operations and activities ofregulated entities, the US Securities and Exchange 
Commission (SEC), the Autorite des marches financiers (AMF) and the Ontario Securities 
Conupission (OSC) have reached this Memorandum of Understanding (MOU) regarding 
mutual assistance in the supervision and oversight of regulated entities that operate on a 
cross-border basis in the United States and Canada 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: .iflvestor protection; fostering the 
integrity ofand maintaining confidence in capital markets; and reducing systemic risk. 

ARTICLE ONE: DEFINITIONS 

For purposes ofthis MOU: 

1. "Authority'' means: 

a) the US Securities and Exchange Commission (SEC); or 

·b) The Autorite des marches financiers {AMF), the Ontario Securities Commission 
(OSC), or any other Canadian s~ties regulatory authority which may become a 
party to the Memorandum ofUnderstanding in the manner set out in Article 8 

· (individually a Canadian Authority, or collectively the Canadian Authorities). 
r 

2. . ~'Requested Authority" means:· 

. a) Where the Requesting Authority is the SEC, the Canadian Authority to which a 
request is made under this MOU; or 

b) Where the Requesting Authority is a Canadian Authority, the SEC. 

3. ·''Requesting Authority'' mean8 an Authority making a request under this MOU . 

. 4. "Person" means a natural person, unincorporated association, partnership, trust, 
investment company or c6rporation. 

5. "Regulated Entity'' means a Person that is au~orized, designated, recognized, 
.qualified, or registered, and supervised or overseen by one of the Authorities, which 

. may include but is not limited to exchanges and other trading venues; brokers or 
dealers; investment adVisers; investment fund managers or investment companies; 
clearing agencies or houses, transfer agents; and credit rating agencies. 



6. 	 "Cross-Border Regulated Entity'' meims (a) a Regulated Entity of the SEC and any of 
the Canadian Authorities, (b) a Regulated Entity in one jurisdiction that has been 
~xempted from authorization, designation, recognition, qualification or registration by 
an Authority in the other jurisdiction, (c) a Regulated Entity in one jurisdiction that is 
controlled by a Regulated Entity in the other jurisdiction, or (d) a Regulated Entity in 
one ju..-isdiction that is physically located in the other jurisdiction. For purposes of 
this MOU, references to jurisdiction will be detennined as either the jurisdiction of 
the SEC or the jurisdiction ofone of the Canadian Authorities. 

7. 	 "On-Site Visit" means any routine, sweep, or for~cause regulatory visit to or 

inspection ofthe Books and Records and premises of a Cross-Border Regulated 

Entity for the purposes of ongoing supervision and oversight 


8. 	 "Books and Records" means documents, books, and records of, and other information 
. about, a Regulated Entity. · · 

9. 	 - "Local Authority" means the Authority in whose jurisdiction a Cross-Border 

Regulated Entity is physically located. 


10. 	 "Emergency Situation" means the occurrence ofan event that could materially impair 
the financial or operational condition· ofa Cross-Border Regulated Entity. 

11. 	 "Governmental Entity'' means: 

. a) 	 The US Department ·of the Treasury or the US Board of Governors ofthe Federal 
Reserve System, if the Requesting Authority is the SEC; and 

b) The Quebec ministere des Finances, if the Requesting Authority is the AMF; and 

c) The Ontario Ministry ofFinance, if the Requesting A~thority is the OSC. 

ARTICLE TWo: GENERAL PROVISIONS 

12. 	 This MOU is a statement ofintent to consult, cooperate and exchange infonnation in 
connection with the supervision and oversight ofCross-Border Regulated Entities that 
operate within the jurisdictions ofthe SEC and one or more ofthe Canadian 
Authorities, in a manner consistent with, and permitted by, the laws and requirements 
that govern the AuthQrities. This MOU provides for consultation, cooperation and . 
exchange of information related to the s_upervision and oversight ofCross-Border 
Regulated Entities between the SEC and each Canadian Authority individually. The 
Authorities anticipate that cooperation will be primarily achieved through ongoing, 
informal oonsultations, supplemented, when necessary, by more in-depth cooperation, 
incfoding through mutual assistance in obtaining information froni Regulated Entities. 
The provisions ofthis MOU are intended to support such informal communication as 

2 




well as to facilitate the written exchange ofnon-public information where necessary 
in accordance with applicable laws. 

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 ofa request for assistance under this MOU. 

14. 	 This MOU does not limit an Authority to .taking solely those measures descnbed 
herein in fulfillment ofits supervisory functions. In particular, this MOU does not 
affect any right ofany Authority to communicate with, conduct an On-Site Visit of 
(subject to the procedures described in Article Four), or obtain information or 
documents from, any Person subject to its jurisdiction that is located in the territory of 
another Authority. 

15. 	 This MOU complements, but does not alter the terms and conditions of the following 
existing arrangements concerning cooperation in securities matters: (i) the IOSCO 
Multilateral Memorandum ofUnderstanding Concerning Consultation and 
Cooperation and the Exchange ofInformation, to which the Authorities are 
signatories, which covers information-sharing in the context ofenforcement; and (ii) 
Memorandum ofUnderstanding between the US Securities and Exchange 
Commission and Ontario Securities Commission, Commission des valeurs mobilieres 
·du Quebec and ~ritish Columbia Securities Commission, dated 7 January 1988. 

16. 	 The Authorities will, within the framework of this MOU, provide each other with the 
fullest cooperation pennissible under the law in relation to the supervision of Cross­
Border Regula~ Entities. Followin~ consultation, cooperation may be denied: 

a) 	 Where the cooperation would require an Authority to act in a-manner that would 
violate domestic laW; 

· b) 	Where a request for assistance is not made in accordance with the terms of the 
MOU; or . 

c) 	 On the grounds of the public interest. 

17. 	 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 THE 
ExCHANGEOFINFORMATION 

. 18. 	 Consultation. The Authorities recognize the importance ofclose communication 
concerning Cross-Border Regulated Entities, and intend to consult regularly at the 
stafflevel regarding: (i) general supervisory issues, including regulatory', oversight or 

3 




oth~ related developments; (ii) issues relevant to the operations, activities, and 
regulation ofCross-Border Regulated Entities; and (iii) any other areas ofmutual 
supervisory interest. 

19. 	 Cooperation will be most useful in, but is not limited to, the following circumstances 
where issues ofcom.mon regulatory concern may arise: 

a) 	 The initial application with an Authority for authorization, designation, 
recognition, qualification, registration or exemption therefrom by a Regulated 
"Entity that is authoriz~, designated, recognized, qualified or registered by an 
Authority in the other jurisdiction; 

b) 	The ongoing supervision and oversight ofa Cross-Border Regulated Entity; and 

c) 	 Regulatory or supervisory actions or approvals taken in relation to a Cross-Border 
Regulated Entity by an Authority that may impact the operations of the entity in 
jurisdiction of the other Authority. 

20. 	 Advance Notification. Each Authority will, where practicable and reasonable, seek 

to inform the other Authorities in advance of. or as soon as possible thereafter of: 


a) 	 Pending regulatory changes that may have a significant impact on the operations, 
activities, or reputation ofa Cross-Border Regulated Entity; · 

b) 	Any material event ofwhich the Authority is aware that could adversely and 
directly impact a Cross-Border Regulated Entity. Such events include known 
changes in the ownership, operating environment, operations, financial resources, 
management, or systems and control ofa Cross-Border Regulated Entity; and 

c) 	 Enforcement or regulatory actions· or sanctions, including the revocation, 
suspension or modification ofrelevant a~thorization, designation, recognition, 
qualification·or registration or exemption therefrom, concerning or related to 
Cross-Border Regulated Entity. 

21. 	 Exchange of Information. To supplement informal consultations, upon written 
requ~t, each Authority intends to provide the other Authorities with assistance in 
obtaining information, and interpr~ng such information, relevan~ to ensuring 
compliance with the laws and regulations of the Requesting Authority and that is not 
otherwise available to the Requesting Authority. The information covered by this 
paragraph includes, without limitation: 

. . a) 	 Infonnation relevant to the financial and operational condition ofa Cross-Border 
Regulated Entity, including, for example, reports ofcapital reserves, liquidity or 
other prudential measures, and internal control procedures; · · 

4 




b) 	 Relevant regulatory information and filings that a Cross-Border Regulated Entity 
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 drawn from such reports regarding Cross-Border 
Regulated Entities. 

ARTICLE FOUR: ON-SITE VISITS . 

22. 	 Where n~ssary in order to fulfill its supervision and oversight responsibilities and to 
ensure compliance with its laws and regulations, an Authority seeking to examine a 
Cross-Border Regulated Entity located in the jurisdiction ofthe Local Authority will 
consult and work collaboratively with the Local Authority in conducting an On-Site 
Visit The Authorities will comply with the following procedures before conducting 
an On-Site Visit: 

a) 'nJ.e Authority seeking to conducfan On-Site visit will provide advance notice to 
. the Local Authority ofits intent to conduct an On-Site Visit, by itself.or by a third 
· party eommissioned by it, and will consult with the Local Authority on the 

intended time:frame·and scope.of the On-Site Visit. · 

b) 	The Local Authority will endeavor to share any relevant examination reports or 
compliance reviews it may have undertaken respecting the Cross-Border 
Regulated Entity with the Requesting Authority. 

c) 	 The Authorities intend to assist each. other regarding On-Site Visits, including 
cooperation and consultation in reviewing, interpreting and analyzip.g the contents 
ofpublic and non-public Books and Records; and obtaining information from 
directors and senior management ofa Cros~-Border Regulated Entity. 

· d) 	.The Authorities will consult and, where desired, conduct joint inspections with a 
view to possibly leveraging resources in the oversight ofa Cross-Border 
Regulated Entity. 

ARTICLE FIVE: EXECUTION OF REQUESTS FOR ASSISTANCE 

23. 	 To the extent possible, a request for information pursuant to Article Three should be 
made in writing, and addressed to the relevant contact person identified in Appendix 
A. 	A request for information generally should specify the following: 

a) 	 The infonnation sought by the Requestin~ Authority; 

· b) A general de8cription ofthe matter which is the subject ofthe request and the 
· purpose for which the information is sought; and 

5 


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

24. 	 In an Emergency Situation, the Authorities will endeavor to notify each other ofthe 
Emergency Situation and communicate information to the other as would be 
appropriate in the particular circmnstances, taking into account all relevant factors, 
including the status ofefforts to address the Emergency Situation. During an 
Emergency Situation, requests for information may he made in any form, including 
orally, provided such communication is confirmed in writing as promptly as possible 
following such notification. 

ARTICLE SIX: PERMISSIBLE USES OF INFoRMATION 

-25. 	 The Requesting Authority may use non-public information obtained under this MOU 
solely for the purpose ofsupervising Cross-Border Regulated Entities and seeking to 
ensure compliance with the laws or regulations ofthe Requesting Authority. 

26. 	 This MOU is fo.tended to complement; but does not alter the terms and conditions of 
the existing arrangements between the Authorities concerning cooperation in 
securities matters, as set forth in Paragraph 15. The Authorities recognize that while 
information is not to be gathered under the auspices of this MOU for enforcement 
pruposes, subsequently the Authorities may want to use the information for law 
enforcement. In cases where a Requesting Authority seeks to use information 
obtained under this MOU for enforcement purposes, inclµding in conducting 
investigations or bringing administrative, civil or crimjnal proceedings, prior consent 
must be sought from the Requested Authority. Use will be subject to the terms and 
conditions ofthe arrangements referred to in Paragraph 15. 

ARTICLE SEVEN: CONFIDENTIALITYOF INFORMATION AND.ONWARD SHARING 

27. 	 Except for disclosures in accordance with the MOU, including permissible uses of 
information under Article Six, each Authority will keep confidential to the extent 
permitted by law infomiation shared under this MOU, requests made under this 
MOU, the contents ofsuch requests, and any other matters arising under this MOU. 

28. 	 To the extent possible, the Requesting Authority will notify the Requested Authority 
ofany 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. 

29. 	 In certain circumstances, and as required by law, it may become necessary for the 
Requesting Authority to share information obtained under this MOU with other 
Governmental Entities in its jurisdiction. In these circumstances and to the extent 
permi~ed by law: 

6 




a) The Requesting Authority will notify the Requested Authority. 

b) Prior to passing on the information, the Requested Authority will receive adequate 
assurances concerning the Governmental Entity's use and confidential treatment 
ofthe information, including, as necessary, assurances thilt the information will 
not be shared with other parties without getting the prior consent ofthe Requested 
Authority. 

30. 	 Except as provided in paragraph 29, the Requesting Authority must obtain the prior 
written consent ofthe Requested Authority before disclosi.ng non~public information 
received under this MOU to any non-signatory to this MOU. 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. Ifconsent is not obtained from the Requested Authority, the Requesting 
and Requested Authorities will consult to discuss the reasons for withholding 
approval of such use and the circumstances, ifany, under which the intended use by 
the Requesting Authority might be allowed. 

31. 	 The Authorities intend that the sharing or disclosure ofnon-public information, 
including but not limited to.deliberative and consultative materials, such as written 
analysis, opinions or recommendations refating to non-public information that is 
prepared by or on behalfof an Authority, pursuant to the terms ofthis MOU, will not 

. constitute a waiver ofprivilege or confidentiality ofsuch information. 

ARTICLE EIGHT: AMENDMENTS 

32. 	 · The Authorities will periodically review the functioning and effectiveness ofthe 
cooperation arrangements between the Authorities with a view, inter alia, to 
expanding or altering the scope.or operation ofthis MOU should that be judged 
necessary. This MOU may be·amended with the written consent of all of the 
Authorities. 

33. 	 Any Canadian Authority may become a party to this MOU by executing a colinterpart 
hereof: together with the SEC and providing notice ofsuch execution to the other 
Canadian Authorities which are signatories to this MOU. 

ARTICLE NINE: ExEcuTION OFMOU 

34. 	 Cooperation in accordance with this MOU will become effective on the date this 
MOU is signed by the Authorities and, fu the case ofthe OSC, on the date determined 
in accordance with appliCabie legislation. 

7 


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ARTICLE TEN: TERMINATION 

35. 	 Cooperation in accordance with this MOU will continue until·the expiration of 30 
days after any Authority gives written notice to the other Authorities of its intention 
to terminate the MOU. Ifan Authority gives such notice, cooperation will continue 
with respect to all requests for assistance that were made under the MOU before the 
effective date ofnotification until the Requesting Authority terminates the matter for 
which assistance was requested. In the event oftermination of this MOU, 
information obtained under this MOU will continue to be treated in a manner 

· prescribed under Articles Six and Seven. 

8 




Signed in Montreal, Quebec, this l 0th day ofJune 2010. 

· o Securities Com.mission 

~5~-G-)~ 
st-Oelais 

President and ChiefExecutive Officer 
For the. Autorite des marches financiers du Quebec 

9 




ADDENDUM 

Pursuant to this Addendum, in accordance with Article 8, paragraph 33, the Alberta 
Securities Commission and British Columbia Securities Commission hereby become parties 
to this MOU. 

To reflect the addition of the Alberta Securities Commission and British Columbia Securities 
Commission as Authorities under this MOU, Article One, paragraph 11, shall include the 
following language: 

11. "Governmental Entity" means: 

(a)- (b) no change. 

(c) The Ontario Ministry of Finance, if the Requesting Authority is the OSC ; and 

(d) The Ministry of Finance and Enterprise, ifthe Requesting Authority is the ASC; and 

(e) The Ministry of Finance, if the Requesting Authority is the BCSC. 

Mary L~apiro 
Chairman 
For the United States Securities and Exchange Commission 
Date: .Sep+. 7, :2..o I\ 

lberta Securities Commission 
Dat . S6p.f-. it?, J.,u1/ 

-~~------

/ 

~ 
Chair and Chief Executive Officer 
For the British Columbia Securities Commission 
Date: ..:s ~~. \I..\.. • d-.o\\ 

10 



ADDENDUM 

Pursuant to this Addendum, in accordance with Article 8, paragraph 33, the New 
Brunswick Financial and Consumer Services Commission, the Nova Scotia Securities 
Commission, the Manitoba Securities Commission, and the Financial and Consumer Affairs 
Authority of Saskatchewan hereby become parties to this MOU. 

To reflect the addition of the New Brunswick Financial and Consumer Services 
Commission, the Nova Scotia Securities Commission, the Manitoba Securities Commission, 
and the Financial and Consumer Affairs Authority of Saskatchewan as Authorities under this 
MOU, Article One, paragraph 11, shall include the following language: 

11. "Governmental Entity" means: 

(a) - (b) no change. 

(c) The New Brunswick Minister of Justice, if the Requesting Authority is the FCNB; 

(d) The Nova Scotia Ministry of Finance and Treasury Board, if the Requesting Authority is 
the NSSC; 

(e) The Manitoba Ministry of Finance, ifthe Requesting Authority is the MSC; 

(f) The Saskatchewan Minister of Justice, if the Requesting Authority is the FCAA. 

Mary Jo White 

Chair 

For the United States Securities and Exchange Commission 

Date: '/z.':"A"s-


Q~ -r w_ 
Peter Klohn 
Chair 
For the New Brunswick Financial Consumer and Services Commission 
Date: r0 ) "-" / ( ~ 

Paul Radford, Q.C. 
Vice-chair and Acting Chair 
For the Nova Scotia Securities Commission 
Date: fG f '2/ r~ 



/' 

Don~ 

Char and C 
For the Manitoba Securities Commission 
Date: 

Roger Sobotkiewicz 
Acting Chairperson 
For the Financial and Consumer Affairs Authority of Saskatchewan 
Date: I \::> I 1 ~ I I :;--­



Appendix A 

CONTACT OFFICERS 

US Securities and Exchange Commission 

I 00 F Street NE · 

Washington, DC 20549 

USA 


Attention: 

Director, Office of International Affairs 

Tel: (202) 551-6690 
. Fax: (202) 772-9273 

Ontario Securities Coinmission 
20 Queen Street West 
19th Floor, Box 55 
Toronto, ON MSH 3S8 

Attention: 

Director, Office ofDomestic and International Affairs 

Tel: . (416) 593-8084 
Fax: (416) 595-8942 

Autoi:ite des marcltes financiers 
800, Square Victoria, 22c etage 
C.P. 246, Tour de la Bourse 

. Montreal (Quebec) H4Z 103 · 

Atu<ntion: 

Corporate Secretary 

Tel: (514) 395-0337 ext 2517 
Fax: (514) 864-6381 



Appendix A (continued) 

CONTACT OFFICERS 

Alberta Securities Commission 
Suite 600, 250-5th Street SW 
Calgary, Alberta T2P OR4 

Attention: 

Director, Office of General Counsel 

Tel: (403) 297-4698 
Fax: (403) 355-4479 

British Columbia Securities Commission 
P.O. Box 10142, Pacific Centre 
701 West Georgia 
Vancouver, BC V7Y 1L2 

Attention: 

Secretary to the Commission 

Tel : (604) 899-6534 
Fax: (604) 899-6506 
Email: [email protected] 

2 


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Appendix A (continued) 

CONTACT OFFICERS 

United States Securities and Exchange Commission 
100 F Street, NE 
Washington, DC 20549-1004 
U.S.A. 

Attention: Director, Office of International Affairs 

Tel: (202) 551-6690 

Fax: (202) 772-9280 

Manitoba Securities Commission 
500-400 St. Mary Avenue 
Winnipeg, MB 
R3C 4K5 Canada 

Attention: Director 

Tel: (204) 945-2561 

Fax: (204) 945-0330 

New Brunswick Financial and Consumer Services Commission 

85 Charlotte Street, Suite 300 
Saint John, NB, Canada 

E2L 2J2 

Attention: Director of Enforcement 

Tel: 1 {866) 933-2222 

Fax: (506) 658-3059 



Appendix A {continued) 

Nova Scotia Securities Commission 
Suite 400, Duke Tower 
5251 Duke Street 
Halifax, NS 
B3J 1P3 Canada 

Attention: Secretary to the Commission 
Tel: (902) 424-7768 
Fax: (902) 424-4625 

Financial and Consumer Affairs Authority of Saskatchewan 
Suite 601 
1919 Saskatchewan Drive 
Regina, SK 
S4P 4H2 Canada 

Attention: Deputy Director, Capital Markets, Securities Division 

Tel: (306) 787-5871 
Fax: (306) 787-5899