HIBIT2.70 Case Document Filed Page of UNITE-4 T1 AT-4 ES OF-5 AMERICA DEPARTM-7 E1 NT OF TRE-4 A1 URY COMPTROLLER F1 THE CURRENCY In the Matter of JPMorgan Chase Bank N.A Colum8 bus OH JPMorgan Bank and Trust Com8 pany N.A San Francisco CA Chase Bank USA N.A m9 ington DE CONSENT ORDER TH ASSESSME-3 N2 OF A CIVIL MONEY PE-3 NAL-3 T2 The Com8 ptroller of the Currency of the Un ited S7 ates of Am8 ica troller through his national bank exam8 iners and other st aff of the Office of th C8 m8 p1 troller of the Currency 223OCC has conducted exam)8 inations of JPMorgan Chase Bank N.A Col-7 m8 bus Ohio JPMorgan Bank and Trust Company N.A San Francisco California and Chase Bank USA N.A W9 m8 ington,-5 Delaware c5 ollec5 tive5 r4 ef4 erred to as5 nk he OCC has identified deficiencies in the Bank 2s Bank Secrecy Ac t/anti-m8 oney laundering 223BSA/AML com)8 p1 liance program8 resulting in violations of U.S.C i and its im)9 pl m8 enting regulation C.F.R a and U.S.C and its im)8 plem8 n1 ting regulation C.F.R and C.F.R and The Bank is also th subject of a prior OCC Consent Cease and Desist Order issued on January 223January Order Exam8 inations conducted subsequent to th issuance of the January Order have revea5 ed add6 ition6 al def4 c5 i4 encies in the5 Bank 2s BSA/AML compliance pr4 ogram9 which resulted in Case Document Filed Page the citation of additional viola tions of law and regulation Th Bank has been notified of the findings of these exam8 inations The Bank by and through its duly elected and ac ting Boards of Direct ors has executed a 223Stipulation and Consent to the Issuance of a Consent Order f9 o1 the Assessm9 ent of a Civil Money Penalty dated January that is ac cepted by the Com9 p1 troller 223Stipulation By this Stipulation which is incorporated herein by reference the Bank has consented to the issuance of this Consent Order f4 o1 th6 Assessm9 ent of4 a Civil oney Penalty 223Consent Order by the Comptroller On January the Bank entered into a Deferred Prosecution Agreem8 ent 223DPA with the United States Attorney 2s Office for the outhern District of New York In the DPA the Bank adm9 itted to ce5 rta5 n6 f4 acts conce5 r4 ning the f4 a ilure to f3 le a Suspicious Activity Report 223SAR in the United States on Bernard Ma doff Invest-7 m8 nt Securities LLC 223Madoff ARTICLE I COMPTROLLER 2S FI-7 NDINGS The Com9 p1 trolle5 f4 nds th6 f4 o1 llowing The Com9 p1 trolle5 inco6 rp6 orates the f4 o6 llowing f4 i ndings from8 Article I of the January Order The OCC 2s exam8 ination findings establish that the Bank has deficienc5 es5 in its BSA/AML com8 pliance program8 These deficiencies hav6 r4 esulted in th6 f4 ailure to c5 o1 rrec5 a previously reported problem8 and a BSA AML compliance program8 violation under U.S.C and its im)8 plem8 nting re gulation C.F.R BSA Compl-7 ance Case Document Filed Page Program In addition the Bank has violated C.F.R Sus picious Activity Report Filings The Bank has failed to adopt a nd im9 plem9 ent a compliance program9 that adequately covers the required BSA/AML program elem8 ents due to an inadequate system8 of internal controls and ineffective independent testing The Bank did not develop adequate due dilig6 ence on6 custom9 ers particula5 ly in the Comm8 ercial and Business Ba4 nking Unit a repea4 problem8 and failed to file all necessary SARs related to susp6 icious custo6 m9 er activity The Bank failed to correct previously identified system8 ic weaknesses in the adequacy of custom8 er due diligence and the effectiveness of monitoring in light of the custom8 ers cash activity and business type cons5 tituting a def3 i3 ciency in its BSA/AML com8 p1 liance program8 and resulting in a violation of U.S Som8 of the critical deficiencies6 in th6 elem8 ents of the Bank 2s BSA/AML com9 p1 liance program9 resulting in a violation of U.S.C A and C.F.R include the f4 o1 llowing a The Bank has an inadequ6 ate sys5 em9 of interna5 co6 ntrols and independent testing The Bank has less than satisfactory ri sk assessm8 ent processes that do not provide an adequate foundation for m8 nage-6 ment 2s effo rts to identify m8 nage and control risk The Bank has system9 ic deficiencies in its transaction m8 onitoring system8 due dilig6 ence pr4 ocesses risk6 m9 anagem9 ent and quality assuranc5 program9 The Bank does not have enterprise-wid policies and procedur es to en6 sure that foreign branch suspicious activ ity involving custom8 ers of other bank branches is effectively communicated to other affected branch locations and applicable AML operations staff The Case Document Filed Page Bank also does not have enterprise-wide policies a nd procedures to ensure that on a risk basis custom er transactions at foreign bran6 ch locati ons can be assessed aggr egated and m8 nitored The Bank has significant shortcom8 ings in SAR decisi on-m8 aking protocols and an ineffective m8 thod for nsuring that referrals and alerts are properly docum8 ented tracked and resolved The Bank f4 ailed to iden6 tif4 y1 signif4 can6 volum8 es of suspicious activity and file the required SARs concerning suspicious custom8 er ac tivities in violation of C.F.R In som8 of these cases the Bank self-identified the issues and is engaged in rem8 diation The Bank 2s inte5 rnal con6 t4 rols in6 clud6 ing f4 ilter4 ng processe5 an6 independe5 nt testing with respect to O8 ffice of Foreign Asset C7 ontrol 223OFAC com)8 pliance are inadequate The Com8 p1 troller further finds for purposes of this Consent Order The Bank has not established adequate BS3 A/AML and due diligence program8 for its foreign branches offices or affiliates in violation of U.S.C i im8 ple-6 m8 nting Section of the USA PATRIOT Act ub No a Stat and C.F.R T6 his violat ion includes the Bank5 failure to conduct suspiciou6 a5 ctiv6 ity m9 onitoring of4 tra5 n1 sactions between the B7 nk and certain of the Bank5 af5 f5 iliates The Bank did not establish and im8 plem8 ent an adequate BSA/AML program for correspondent banking and rem8 ote deposit capture 223RDC and inte rnational cash letter 223ICL products or adequate internal controls including the Bank 2s du diligence program9 in the correspondent banking and RDC/ICL areas Inadequa te controls resulted in certain special accomm8 odat-7 on clients in the Bank that operate d5 outside of the norm8 AML m8 onitoring and OFAC screening controls For these reasons the Bank is in violation of U.S.C i Case Document Filed Page U.S.C C.F.R and C.F.R a and These f4 ailures also caused th6 Bank to f4 ail to6 f4 ile SARs and to do so tim8 ly in violation of C.F.R and The Bank has failed to correct previously reported problem8 in several areas including Asia Private B7 nking and with respect to one of its correspondent bank relationships resulting in additional violati ons of U.S.C The Bank 2s SAR filing processes and pro cedures for SAR filing in the areas of Chase Auto Finance and Student Lending were in adequate and the Bank further failed in certain instan6 ces to f4 ile SARs related to susp6 ected f4 aud by em8 ploye-6 es resulti ng in violations of C.F.R Between and the Bank created so ld and m8 de a secondary m8 rket for structured p6 r4 oducts th6 at p6 ovided custom9 ers access to Madoff 2s investm8 nt strategy th5 rough several 223feeder funds Prior to Bernard Ma doff 2s arrest the Bank developed concerns about Madoff and a distributor of Ma doff-linked investm8 nts created by the Bank These concerns caused the Bank 2s London branch to f8 ile a susp icious activity report with the United Kingdom8 2s Serious Organised Crime Agency on October Awa-6 re that Madoff was a client of the Bank in the U.S U.K.-based Bank employees conveyed these concerns to U.S.-based Bank em9 ployees Despite the fact th6 at th6 es5 concern6 caused the Bank to file a suspicious activity report in the U.K the Bank did not f8 ile a SAR in the U.S based on these concerns T6 h1 failure to f4 ile a SA8 on this ac4 tivity and to do so tim8 el is significant and a vi olation of C.F.R and The Bank m8 intained a correspondent ba nking relationship with a Puerto-Rican chartered affiliate of a Venezuelan bank A lthough the Bank filed SARs relating to this Case Document Filed Page correspond6 ent accoun6 the Bank did not inves5 tig6 at add6 ition6 al suspiciou6 activity to6 taling over billion p6 rtaining to counterp6 a rties that flowed through th5 acc ount at the Bank The failure to f4 ile SARs on this a4 tivity and to d6 o1 so tim8 el is significant and in violation of C.F.R and From8 the Bank failed to adequa tely m8 onitor inve stigate and file SARs on approxim9 ately m9 illio6 of suspicio6 us bulk cash6 transactions5 in an accou6 n1 at the Bank for another of its correspondents The failure to file SARs on this activity and to do so tim9 ely is significant and in viola tion of C.F.R and From8 February to March the Ba nk failed to adequately m8 onitor and file a supplem8 ental SAR on ongoing activity relating to in suspicious transactions in an account at the Bank for a third corr espondent The failure to file SARs on this activity and to do so tim8 ely is significant and in violat ion of C.F.R and ARTICLE I ORDE-5 FOR A CIVIL MONEY NALT-5 Pursuant to the authority vested in him by th Federal Deposit Insurance Act U.S.C i the Com)8 ptroller orders and the Bank consents to the following The Bank shall m8 ke paym8 ent of a ci-7 il m9 oney penalty in the5 tota5 am9 ount of three hund5 red and fifty m8 illion dollars which shall b5 paid upon the execution of this Consent Order a If a check is the selected m8 thod of paym8 ent the check shall be m8 de payable to the Treasurer of the Unite States and shall b6 delivered to6 Case Document Filed Page Com8 ptroller of the Currency P.O Box St Louis Missouri If a wire transfer is the selected m8 thod of paym8 n1 it shall be sent in accordan5 ce with instructions pr ovid5 e4 by the Comptroller The docket num9 b1 er of this case shall be entered on the paym8 ent docum8 nt or wire confirm8 tion and a photocopy of the paym8 ent docum8 ent or confirm8 tion of the wire transfer shall be sent im8 m8 diately by overnight delivery to the Director of Enforce-6 m3 ent and Compliance Office of the Com8 p1 troller of th Currency 7th Street S.W Washington D.C This Consent Order shall be enforceabl to the sa5 m9 extent and in the s5 ame m8 nner as an effective and outstanding order that has been issued and has becom8 fina-6 pursuant to U.S.C and i ARTICLE I OTHE-6 PR-4 OVISIONS This Consent Order is intended to be and shall be construed to be a final order issued pursuant to U.S.C i a nd expressly does not form8 nd m8 not be construed to for-7 m8 a cont ract binding on the Comptrol ler o6 th6 United Sta5 es This Consent Order cons5 titu6 tes a settlem9 ent of the civil m9 oney penalty p6 o6 ceeding against the Bank contemplated by the Com8 p1 troller based on the violations of law and regulation describ6 ed in the Com9 p1 trolle5 2s Find6 in6 gs set f4 o1 rth in Artic5 le I o6 f4 this Consent Order T7 h1 OCC releases and discharges the Bank from all potential liability for a civil m8 oney penalty that has Case Document Filed Page been or ght have been asserted by the Com8 ptr oller based solely on the violations of law and regulation as described in the referenced findings7 to the extent known to the Com8 p1 troller as of the effective date of the Consent Order Provi ded however that nothing in the Stipulation or this Consen6 Order shall prevent the Com9 p1 troller f4 om9 institu6 ting enf4 o1 rce5 m9 ent actions6 agains6 the Bank or any of its institu5 tion-a ffiliated parties in5 cluding without lim8 itation assessm8 ent of civil money penalties based on any other findings in7 cluding but not lim8 ited to findings related to required look backs or reviews conducted by or on behalf of the Bank The violations of law and regulation described in Article I of this Consen Order m9 ay be utilized by6 the Com9 p1 trolle5 in other future enforcem8 ent action6 against the Bank or its institu6 tion-aff iliated parties in6 cluding without lim8 itation to establish a pattern or practice of violations or unsafe and unsound practices or the continuation of a pattern or practice of6 violations or unsafe or unsound practices Nothing in this Consent Order sh all preclud6 or affect any right of the Com9 p1 troller to determ9 ine and ensure c5 m9 p1 liance with the ter4 m9 and provisi ons of the Stipulation or this Consent Order The term8 of this Consent Order in cluding this paragraph are not subject to am9 endm9 ent or m9 odification by any extraneous expression prior agreem8 ents or prior arrang6 em9 ents between th6 parties wh6 ether o6 al o6 r4 written Case Document Filed Page IT IS SO ORDERED his 7th day of January Morris Morgan Deputy Comptroller Large Bank Supervision Case Document Filed Page of UNITE-4 T1 AT-4 ES OF-5 AMERICA DEPARTM-7 E1 NT OF TRE-4 A1 URY COMPTROLLER F1 THE CURRENCY In the Matter of JPMorgan Chase Bank N.A Colum8 bus OH JPMorgan Bank and Trust Com8 pany N.A San Francisco CA Chase Bank USA N.A m9 ington DE STIPUL-4 AT-4 ION AND CONSENT TO THE ISSUANCE OF A CONSENT ORDER FOR THE ASS-5 SSMENT OF A CIVI-7 MONEY PENALT-4 The Com8 p1 troller of the Currency of the United S7 ates of Am8 ica troller based upon information derived from8 the exercise of his regulatory and superv isory responsibilities intends to in6 itiate a civ6 il money penalty CMP proceed)5 ing against JPMorgan Chase Bank N.A Columbus Ohio JPMorgan Bank and Trus Com8 p1 any N.A San Francisco California and Chase Bank USA N.A W9 m8 ington Delaware collectively referred to as 223Bank pursuant to U.S.C i based on seriou deficiencies in the Bank 2s Bank Secrecy Act/anti-m8 oney laundering 223BSA/AML com)8 plian ce program and violations of Suspicious Activity Reporting laws and regulations In the interest of cooperation and to avoid additional costs as sociated with adm8 nistrative and judicial proceed6 ings with respect to the abov5 m8 tter and without an adjudication on the m8 rits the Bank through its duly elected and acti ng Boards of Directors 223Boards has agreed to execu6 te th6 is Stipu6 atio6 and Consent to th6 Iss5 u1 ance of a Consent Order for the Ass5 ssm8 ent of Case Document Filed Page of a Civil Money Penalty 223Stipulation that is accepted by the Com8 ptr oller through his duly authorized represen6 tativ6 In consideration of the above prem8 is es it is stipulated by the Bank that ARTICLE I JURISDICT-5 ON The Bank is a national banking associ ation ch6 artered and examined by the Com8 ptroller pursuant to the National Ba nk Act of as am8 ended U.S.C et seq The Com9 p1 trolle5 is he appropriate Federal banki ng agency regarding the Bank pursuant to U.S.C and i The Bank is an 223insur4 ed deposito6 ry in stitu6 tion6 within th6 meaning of4 U.S.C i ARTICLE I CONS-6 ENT The Bank consents and agrees to issuan ce of the accom8 p1 anying Consent Order for the Assessm8 ent of a Civil Money Penalty Consent Order by the Com)8 pt-7 oller The term8 and provisions of the Consen Order apply to JPMorgan Chase Bank N.A Columbus Ohio JPMorgan Bank and Trus Com8 p1 any N.A San Francisco California and Chase Bank USA N.A W9 m8 ington Delaware and all their subsidia ries even though those subsidiaries are not named as par4 tie5 s5 to the Cons5 ent Order The Bank consents and agrees th6 at th6 Consent Order shall b6 e5 deem9 ed an 223order issued with the consent of the depository inst itution pursuant to U.S.C and Case Document Filed Page of consents and agrees that the Consent Order shall becom effe-6 ctive upon its execution by the Com8 p1 troller through his authorized representa tive and shall be fully enforceable by the Com8 p1 troller pursuant to U.S.C i Notwithstanding the absence of m8 ut-7 uality of obligation or of consideration or of a contract the Com9 p1 troller m9 ay enforce any of the comm8 it-7 m8 nts or obligations herein undertaken by the Bank under his su pervisory powers including U.S.C i and not as a m8 tter of contract law The Bank expre ssly acknowledges that neither the Bank nor the Com9 p1 troller4 has any in6 te5 ntion to ente5 into a contract The Bank expressly acknowledges that no se parate prom8 ise or inducem8 ent of any kind has been m8 de by the Com8 ptroller or by hi s5 agents or employees to6 cause or ind6 u1 ce the Bank to con6 sent to the is5 suance of th6 Consen Order and/or execute this S7 tipulation The Bank expressly acknowledges that no fficer or em8 ployee of the Comptroller has statutory or other authority to bin6 d1 the United6 States the Un ited States Treasury Departm8 nt the Com8 p1 troller or any other federal bank regul atory agency or entit or any officer or em8 ployee of any of those entities to a contract af9 fecting the Com9 p1 troller 2s exercis5 o6 f4 his supervisory responsibilities The Consent Order constitutes a settlem8 nt of the-6 CMP proceeding against the Bank contemplated by the Com8 ptroller based on the violations of law and regulation described in the Com9 troller4 Fin6 d1 ings set f4 o1 r4 in Articl I of the Consent Order The OCC releases and discharges the Bank from all potential liability for a CMP that has been or m8 ght have been asserted by the Com8 ptroller based solely on the vi olations of law and regu lation as described in the referenced findings to the extent known to th Com8 ptroller as of the effective date of the Consent Order Provided however that no6 thing in this S7 tipu6 l4 a tion or the Consent Order shall Case Document Filed Page of prevent the Com9 p2 troller5 f5 rom9 institu7 ting enf5 o2 rc e5 m9 ent actions5 agains5 the Bank or any of4 its institution-affiliated parties in6 cludin6 without lim8 itation ass5 ssm8 ent of CMPs based on any other findings including but not lim8 ited to findings related to required look backs or reviews conducted by or on behalf of the bank The viola tions of law and regulati on described in Article I of4 the Consent Order m9 ay be utilized by the C8 m9 p1 trolle5 in other f4 u1 tur4 enf4 o1 rcem9 ent actions agains5 the Bank or its institu6 tion6 affiliated part ies including6 without lim8 itation to estab6 lish a pattern or practice of violations3 or unsafe and unsound practices or the continuation of a pattern or practice of violations or unsafe or unsound practices Nothi ng in the Consent Order shall preclude or affect any right of the Com9 p1 trolle5 to determ9 ine and ensure c5 m9 p1 liance with the term8 and provisions of this Stipulation the Cons4 ent Order or the prior O8 CC Consent Cease and Desist Order issued on January 223January Order ARTICLE I WAI-5 The Bank by executing this Stipulation and consenting to the Consent Order waives a Any and all rights to the issuance of a Notice of Charges pursuant to U.S.C i Any and all procedural rights availa b6 in conn6 ection with th6 issuance of the Consent Order Any and all rights to a hearing and a final agency deci sion pursuant to U.S.C i and C.F.R Part Case Document Filed Page of Any and all rights to seek any type of adm8 nistrative or judicial review of the Consent Order Any and all claim8 for fees costs o6 expenses against the Comptroller or any of his agents or em8 ployees re la5 ted in any w9 ay to th6 is en6 f4 o1 rcem9 ent m8 tter or the Consent Order whet her arising under comm7 on or under the term8 of any statute including bu6 not lim9 ited to the Equal Access to Justice Act U.S.C and U.S.C Any and all rights to assert this pr oceeding this Stipula tion consent to the issuance of the Consent Order and/or the issuance of the Consent Order as the basis for a claim8 of double jeopardy in any pending or future proceed6 ing brought by the United States Departm8 nt of Just-7 ice or any other governm8 ntal entity and Any and all rights to challenge or co6 ntest the valid ity of the C8 onsent Order ARTICLE CLOSING The provisions of this Stipulation and the Consent Order shall not inhibit estop bar or otherwise prevent the Com8 ptroller from ta-6 king any other action affecting the B7 nk if at any tim9 he deem9 it appropriate to do so to fulfill the respo5 nsibilities p5 l3 aced upon him by the severa5 laws5 of4 the Unite States of Am9 erica Nothing in this Stipu5 ation or the Co nsent Order shall preclude any proceedings brought by the Com8 p1 troller to enforce the term8 of the Consent Order or the January Order Case Document Filed Page of and nothing in this tipulation or the Consent Or der constitutes nor shall the Bank contend that it cons5 titutes5 a release d6 scharg6 co6 mprom9 se settlem8 nt dism8 issal or resolution of any actions or in any way affects any actions that m8 be or have been brought by any other representative of the United States or an agen cy thereof including without lim8 itation the United States Departm8 nt of Jus-6 tice The term8 of this Stipulation and the Consent Order are not su6 bject to am9 endm9 ent or m8 odification by any extraneous expression prior agreem8 ents or prior arrangem8 nts between the par4 tie5 whether oral or written Case Document Filed Page of IN TESTIMONY WHE-4 R2 EOF the ndersigned as the duly elected and acting Board of Directors of JPMorgan Chase Bank N.A Colu-2 mbus OH have hereunto set their hands on behalf of the Bank Jam8 Cr-7 own January Date Laban Jackson Jr January Date Marianne L6 ke January Date illiam9 Weldon January Date Matthew Zam8 January Date Case Document Filed Page of IN TESTIMONY WHE-4 R2 EOF the ndersigned as the duly elected and acting Board of Directors of JPMorgan Bank and Trust Com8 pany N.A San Francisco CA have hereunto set their hands on behalf of the Bank January Brent Barton Date January John Hyland Date January Kelly A Mathie4 son Date January Jennifer A Piepszak Date January Daniel R7 ner Date Case Document Filed Page of IN TESTIMONY WHE-4 R2 EOF the ndersigned as the duly elected and acting Board of Directors of Chase Bank USA N.A W9 m8 ington DE have hereunto set their hands on behalf of the Bank January Raym8 ond Fischer Date January Catherine Hogan Date January Matthew Kane Date January Jam8 Pa-6 terson Date January Sa-6 m8 uel Todd Maclin Date January Eileen S7 rra Date January John Marion Date Case Document Filed Page of Accepted by6 THE COMPTROLLER OF THE CURRENCY January By Morris Morgan Date Deputy Comptroller Large Bank Supervision Case Document Filed Page of
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