PURPOSE
The signatories to this IOSCO Multilateral Memorandum of
Understanding:

Considering the increasing international activity in the
securities and derivatives markets, and the corresponding need
for mutual cooperation and consultation among IOSCO Members to
ensure compliance with, and enforcement of, their securities and
derivatives laws and regulations;

Considering the events of September 11, 2001, which underscore
the importance of expanding cooperation among IOSCO Members;
Desiring to provide one another with the fullest mutual
assistance possible to facilitate the performance of the
functions with which they are entrusted within their respective
jurisdictions to enforce or secure compliance with their laws
and regulations as those terms are defined herein,

Have reached the following understanding:

DEFINITIONS
For the purposes of this IOSCO Multilateral Memorandum of
Understanding:
1. "Authority" means those regulators listed in Appendix A, who,
in accordance with the procedures set forth in Appendix B,
have signed this Memorandum of Understanding.
2. "Requested Authority" means an Authority to whom a request
for assistance is made under this Memorandum of
Understanding.
3. "Requesting Authority" means an Authority making a request
for assistance under this Memorandum of Understanding.
4. "Laws and Regulations" mean the provisions of the laws of the
jurisdictions of the Authorities, the regulations promulgated
thereunder, and other regulatory requirements that fall
within the competence of the Authorities, concerning the
following:
(a) insider dealing, market manipulation, misrepresentation of
material information and other fraudulent or manipulative
practices relating to securities and derivatives, including
solicitation practices, handling of investor funds and
customer orders;
(b) the registration, issuance, offer, or sale of securities and
derivatives, and reporting requirements related thereto;
(c) market intermediaries, including investment and trading
advisers who are required to be licensed or registered,
collective investment schemes, brokers, dealers, and
transfer agents; and
(d) markets, exchanges, and clearing and settlement entities.
5. "Person" means a natural or legal person, or unincorporated
entity or association, including corporations and
partnerships.
MUTUAL ASSISTANCE AND THE EXCHANGE OF INFORMATION
6. General Principles regarding Mutual Assistance and the
Exchange of Information
(a) This Memorandum of Understanding sets forth the Authorities'
intent with regard to mutual assistance and the exchange of
information for the purpose of enforcing and securing
compliance with the respective Laws and Regulations of the
jurisdictions of the Authorities. The provisions of this
Memorandum of Understanding are not intended to create
legally binding obligations or supersede domestic laws.
(b) The Authorities represent that no domestic secrecy or
blocking laws or regulations should prevent the collection
or provision of the information set forth in 7(b) to the
Requesting Authority.
(c) This Memorandum of Understanding does not authorize or
prohibit an Authority from taking measures other than those
identified herein to obtain information necessary to ensure
enforcement of, or compliance with, the Laws and Regulations
applicable in its jurisdiction.
(d) This Memorandum of Understanding does not confer upon any
Person not an Authority, 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 Memorandum of Understanding.
(e) The Authorities recognize the importance and desirability of
providing mutual assistance and exchanging information for
the purpose of enforcing, and securing compliance with, the
Laws and Regulations applicable in their respective
jurisdictions. A request for assistance may be denied by the
Requested Authority:
(i) where the request would require the Requested Authority to
act in a manner that would violate domestic law;
(ii) where a criminal proceeding has already been initiated in
the jurisdiction of the Requested Authority based upon
the same facts and against the same Persons, or the same
Persons have already been the subject of final punitive
sanctions on the same charges by the competent
authorities of the jurisdiction of the Requested
Authority, unless the Requesting Authority can
demonstrate that the relief or sanctions sought in any
proceedings initiated by the Requesting Authority would
not be of the same nature or duplicative of any relief or
sanctions obtained in the jurisdiction of the Requested
Authority.
(iii) where the request is not made in accordance with the
provisions of this Memorandum of Understanding; or
(iv) on grounds of public interest or essential national
interest.

Where a request for assistance is denied, or where
assistance is not available under domestic law, the
Requested Authority will provide the reasons for not
granting the assistance and consult pursuant to paragraph
12.
7. Scope of Assistance
(a) The Authorities will, within the framework of this
Memorandum of Understanding, provide each other with the
fullest assistance permissible to secure compliance with the
respective Laws and Regulations of the Authorities.
(b) The assistance available under this Memorandum of
Understanding includes, without limitation:
(i) providing information and documents held in the files of
the Requested Authority regarding the matters set forth in
the request for assistance;
(ii) obtaining information and documents regarding the matters
set forth in the request for assistance, including:
● contemporaneous records sufficient to reconstruct all
securities and derivatives transactions, including
records of all funds and assets transferred into and out
of bank and brokerage accounts relating to these
transactions;
● records that identify: the beneficial owner and
controller, and for each transaction, the account
holder; the amount purchased or sold; the time of the
transaction; the price of the transaction; and the
individual and the bank or broker and brokerage house
that handled the transaction; and
● information identifying persons who beneficially own or
control non-natural Persons organized in the
jurisdiction of the Requested Authority.
(iii) In accordance with Paragraph 9(d), taking or compelling
a Person's statement, or, where permissible, testimony
under oath, regarding the matters set forth in the
request for assistance.
(c) Assistance will not be denied based on the fact that the
type of conduct under investigation would not be a violation
of the Laws and Regulations of the Requested Authority.
8. Requests For Assistance
(a) Requests for assistance will be made in writing, in such
form as may be agreed by IOSCO from time to time, and will
be addressed to the Requested Authority's contact office
listed in Appendix A.
(b) Requests for assistance will include the following:
(i) a description of the facts underlying the investigation
that are the subject of the request, and the purpose for
which the assistance is sought;
(ii) a description of the assistance sought by the Requesting
Authority and why the information sought will be of
assistance;
(iii) any information known to, or in the possession of, the
Requesting Authority that might assist the Requested
Authority in identifying either the Persons believed to
possess the information or documents sought or the
places where such information may be obtained;
(iv) an indication of any special precautions that should be
taken in collecting the information due to investigatory
considerations, including the sensitivity of the
information; and
(v) the Laws and Regulations that may have been violated and
that relate to the subject matter of the request.
(c) In urgent circumstances, requests for assistance may be
effected by telephone or facsimile, provided such
communication is confirmed through an original, signed
document.
9. Execution of Requests for Assistance
(a) Information and documents held in the files of the Requested
Authority will be provided to the Requesting Authority upon
request.
(b) Upon request, the Requested Authority will require the
production of documents identified in 7(b)(ii) from (i) any
Person designated by the Requesting Authority, or (ii) any
other Person who may possess the requested information or
documents. Upon request, the Requested Authority will obtain
other information relevant to the request.
(c) Upon request, the Requested Authority will seek responses to
questions and/or a statement (or where permissible,
testimony under oath) from any Person involved, directly or
indirectly, in the activities that are the subject matter of
the request for assistance or who is in possession of
information that may assist in the execution of the request.
(d) Unless otherwise arranged by the Authorities, information
and documents requested under this Memorandum of
Understanding will be gathered in accordance with the
procedures applicable in the jurisdiction of the Requested
Authority and by persons designated by the Requested
Authority. Where permissible under the Laws and Regulations
of the jurisdiction of the Requested Authority, a
representative of the Requesting Authority may be present at
the taking of statements and testimony and may provide, to a
designated representative of the Requested Authority,
specific questions to be asked of any witness.
(e) In urgent circumstances, the response to requests for
assistance may be effected by telephone or facsimile,
provided such communication is confirmed through an
original, signed document.
10. Permissible Uses of Information
(a) The Requesting Authority may use non-public information and
non-public documents furnished in response to a request for
assistance under this Memorandum of Understanding solely
for:
(i) the purposes set forth in the request for assistance,
including ensuring compliance with the Laws and
Regulations related to the request; and
(ii) a purpose within the general framework of the use stated
in the request for assistance, including conducting a
civil or administrative enforcement proceeding, assisting
in a self-regulatory organization's surveillance or
enforcement activities (insofar as it is involved in the
supervision of trading or conduct that is the subject of
the request), assisting in a criminal prosecution, or
conducting any investigation for any general charge
applicable to the violation of the provision specified in
the request where such general charge pertains to a
violation of the Laws and Regulations administered by the
Requesting Authority. This use may include enforcement
proceedings which are public.
(b) If a Requesting Authority intends to use information
furnished under this Memorandum of Understanding for any
purpose other than those stated in Paragraph 10(a), it must
obtain the consent of the Requested Authority.
11. Confidentiality
(a) Each Authority will keep confidential requests made under
this Memorandum of Understanding, the contents of such
requests, and any matters arising under this Memorandum of
Understanding, including consultations between or among the
Authorities, and unsolicited assistance. After consultation
with the Requesting Authority, the Requested Authority may
disclose the fact that the Requesting Authority has made the
request if such disclosure is required to carry out the
request.
(b) The Requesting Authority will not disclose non-public
documents and information received under this Memorandum of
Understanding, except as contemplated by paragraph 10(a) or
in response to a legally enforceable demand. In the event of
a legally enforceable demand, the Requesting Authority will
notify the Requested Authority prior to complying with the
demand, and will assert such appropriate legal exemptions or
privileges with respect to such information as may be
available. The Requesting Authority will use its best
efforts to protect the confidentiality of non-public
documents and information received under this Memorandum of
Understanding.
(c) Prior to providing information to a self-regulatory
organization in accordance with paragraph 10(a)(ii), the
Requesting Authority will ensure that the self-regulatory
organization is able and will comply on an ongoing basis
with the confidentiality provisions set forth in paragraphs
11(a) and (b) of this Memorandum of Understanding, and that
the information will be used only in accordance with
paragraph 10(a) of this Memorandum of Understanding, and
will not be used for competitive advantage.
12. Consultation Regarding Mutual Assistance and the Exchange of
Information
(a) The Authorities will consult periodically with each other
regarding this Memorandum of Understanding. About matters of
common concern with a view to improving its operation and
resolving any issues that may arise. In particular, the
Authorities will consult in the event of:
(i) a significant change in market or business conditions or
in legislation where such change is relevant to the
operation of this Memorandum of Understanding;
(ii) a demonstrated change in the willingness or ability of an
Authority to meet the provisions of this Memorandum of
Understanding; and
(iii) any other circumstance that makes it necessary or
appropriate to consult, amend or extend this Memorandum
of Understanding in order to achieve its purposes.
(b) The Requesting Authority and Requested Authority will
consult with one another in matters relating to specific
requests made pursuant to this Memorandum of Understanding
(e.g., where a request may be denied, or if it appears that
responding to a request will involve a substantial cost).
These Authorities will define the terms herein in accordance
with the relevant laws of the jurisdiction of the Requesting
Authority unless such definition would require the Requested
Authority to exceed its legal authority or otherwise be
prohibited by the laws applicable in the jurisdiction of the
Requested Authority. In such case, the Requesting and
Requested Authorities will consult.
13. Unsolicited Assistance
Each Authority will make all reasonable efforts to provide,
without prior request, the other Authorities with any
information that it considers is likely to be of assistance
to those other Authorities in securing compliance with Laws
and Regulations applicable in their jurisdiction.
FINAL PROVISIONS
14. Additional Authorities
Additional IOSCO members may become Authorities under this
Memorandum of Understanding in accordance with the
procedures set forth in Appendix S. New Authorities may be
added under this Memorandum of Understanding by signing
Appendix A.
15. Effective Date
Cooperation in accordance with this Memorandum of
Understanding will begin on the date of its signing by the
Authorities. The Memorandum of Understanding will be
effective as to additional Authorities as of the date of
that Authority's signing of Appendix A.
16. Termination
(a) An Authority may terminate its participation in this
Memorandum of Understanding at any time by giving at least
30 days prior written notice to each other Authority.
(b) If, in accordance with the procedures set forth in Appendix
B, the Chairmen of the Technical, Emerging Markets and
Executive Committees (the "Committee of Chairmen")
determine, following notice and opportunity to be heard,
that there has been a demonstrated change in the willingness
or ability of an Authority to meet the provisions of this
Memorandum of Understanding, as set forth in paragraph
12(a)(ii), the Committee of Chairmen may, after consultation
with the Chairman of the relevant Regional Committee,
terminate that Authority's participation in this Memorandum
of Understanding, subject to a possible review by the
Executive Committee.
(c) In the event that an Authority decides to terminate its
participation in this Memorandum of Understanding,
cooperation and assistance in accordance with this
Memorandum of Understanding will continue until the
expiration of 30 days after that Authority gives written
notice to the other Authorities of its intention to
discontinue cooperation and assistance hereunder. If any
Authority gives a termination notice, cooperation and
assistance in accordance with this Memorandum of
Understanding will continue with respect to all requests for
assistance that were made, or information provided, before
the effective date of notification (as indicated in the
notice but no earlier than the date the notice is sent)
until the Requesting Authority terminates the matter for
which assistance was requested.
(d) In the event of the termination of an Authority's
participation in the Memorandum of Understanding, whether
under the provisions of 16(a) or 16(b), information obtained
under this Memorandum of Understanding will continue to be
treated confidentially in the manner prescribed under
Article 11 and cooperation under this Memorandum of
Understanding will continue among the other Authorities.