UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934 

Release No. 74266 / February 12, 2015

ADMINISTRATIVE PROCEEDING 

File No. 3-15507

____________________________________

 :

In the Matter of :

 : ORDER APROVING

JPMorgan Chase & Co., : PLAN OF DISTRIBUTION

:

Respondent. :

____________________________________:

On September 19, 2013, the Securities and Exchange Commission (“Commission”) 

issued an Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the 

Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order 

(“Order”) against JPMorgan Chase & Co. (“JPMorgan”).1 The Order found that JPMorgan 

violated federal securities laws when it made material misstatements in its public filings with 

the Commission. The Order required JPMorgan to pay a civil money penalty in the amount of 

$200,000,000 to the Commission and ordered that such penalty may be distributed pursuant to 

Section 308(a) of the Sarbanes-Oxley Act of 2002, as amended. 

On March 5, 2014, the Commission issued an Order Establishing a Fair Fund.2 The 

Fair Fund has been deposited at the United States Treasury Department’s Bureau of the Fiscal 

Service (“BFS”) for investment. Other than potential interest income from the BFS

investment, the Commission does not anticipate that the Fair Fund will receive additional 

funds. The assets of the Fair Fund are subject to the continuing jurisdiction and control of the 

Commission.

On December 11, 2014, the Commission published a Notice of Proposed Plan of 

Distribution and Opportunity for Comment3(“Notice”) pursuant to Rule 1103 of the 

Commission’s Rules on Fair Fund and Disgorgement Plans.

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 The Notice advised interested 

parties that they could obtain a copy of the proposed Plan of Distribution (“Distribution Plan”) 

from the Commission’s public website at http://www.sec.gov/litigation/fairfundlist.htm or by 

submitting a written request to Susan S. Pecaro, United States Securities and Exchange 

Commission, 100 F Street, NE, Washington, DC 20549-5631. 

The Notice also advised that all persons desiring to comment on the Distribution Plan 

could submit their comments, in writing, no later than thirty (30) days from the date of the 

Notice: (1) to the Office of the Secretary, United States Securities and Exchange 

 

1 Exchange Act Rel. No. 70458 (Sep. 19, 2013).

2 Exchange Act Rel. No. 71654 (Mar. 5, 2014).

3 Exchange Act Rel. No. 73824 (Dec. 11, 2014).

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17 C.F.R. § 201.1103.
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Commission, 100 F Street, NE, Washington, DC 20549-1090; (2) by using the Commission’s 

Internet comment form (http://www.sec.gov/litigation/admin.shtml); or (3) by sending an 

email to rule-comments@sec.gov. The Commission received no comments on the 

Distribution Plan.

The Fair Fund is comprised of the $200,000,000 civil money penalty paid by 

JPMorgan to the Commission. The Distribution Plan proposes to compensate investors 

harmed when JPMorgan failed to disclose accurately in public filings made with the 

Commission the true amount of trading losses it suffered in the first quarter of 2012, and the 

effectiveness of its disclosure controls and procedures. As set forth in the Distribution Plan, 

beneficial owner investors who will be eligible for a distribution must have (a) purchased 

Eligible Securities5between April 13, 2012 and May 10, 2012, inclusive, and held the shares 

of Eligible Securities through May 20, 2012; or (b) purchased Eligible Securities between 

April 13, 2012 and May 10, 2012, inclusive, and sold their shares of Eligible Securities 

between May 11, 2012 and May 20, 2012, inclusive; or (c) purchased Eligible Securities 

between May 11, 2012 and May 20, 2012, inclusive, and held the shares of Eligible Securities 

through May 20, 2012; and (d) met all other requirements of the Distribution Plan. 

The Division of Enforcement now requests that the Commission approve the 

Distribution Plan.

Accordingly, it is hereby ORDERED, pursuant to Rule 1104 of the Commission’s 

Rules on Fair Fund and Disgorgement Plans,6that the Distribution Plan is approved.

For the Commission, by its Secretary, pursuant to delegated authority. 

Brent J. Fields

Secretary

 

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“Eligible Securities” refers to shares of JPMorgan common stock listed on a U.S. exchange and registered with 

the Commission. Transactions in JPMorgan common stock during the period of time commencing on April 13, 

2012 and continuing through May 20, 2012 that are pursuant to, or in connection with, a swap, an option or other 

derivative will not be eligible for a recovery.

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17 C.F.R. § 201.1104.