Bond JPMORGAN CHASE & CO 0% ( XS1190856168 ) in EUR

JPMORGAN CHASE & CO

100 % ▲

United States

XS1190856168 ( in EUR )

21/07/2031

Prospectus brochure of the bond JPMORGAN CHASE & CO XS1190856168 en EUR 0%, maturity 21/07/2031

The Bond issued by JPMORGAN CHASE & CO ( United States ) , in EUR, with the ISIN code XS1190856168, pays a coupon of 0% per year.
The coupons are paid 1 time per year and the Bond maturity is 21/07/2031

BASE PROSPECTUS
21 APRIL 2022

J.P. Morgan Structured Products B.V.
(incorporated with limited liability in The Netherlands)
as Issuer
JPMorgan Chase Bank, N.A.
(a national banking association organised under the laws of the United States of America)
as Issuer and as Guarantor in respect of Securities
issued by
J.P. Morgan Structured Products B.V.

JPMorgan Chase & Co.
(incorporated in the State of Delaware, United States of America)
as Issuer

Structured Securities Programme for the issuance
of
Notes, Warrants and Certificates

Arranger and Dealer for the Programme
J.P. Morgan

INTRODUCTION TO THIS DOCUMENT
The Securities, the Guarantee and, in certain instances, the securities to be delivered upon redemption or
exercise of the Securities, if any, have not been and will not be registered under the U.S. Securities Act
of 1933, as amended (the "Securities Act"), or the laws of any state or other jurisdiction of the United
States, and trading in the Securities and the Guarantee have not been approved by the U.S. Commodity
Futures Trading Commission ("CFTC") under the U.S. Commodity Exchange Act of 1936, as amended
(the "Commodity Exchange Act"). The Securities issued by JPMorgan Chase Bank, N.A. and the
Guarantee have not been and will not be registered under the rules of the U.S. Office of the Comptroller
of the Currency (the "OCC"). Subject to certain exceptions, the Securities may not be offered, sold,
transferred, pledged, assigned, delivered, exercised or redeemed at any time within the United States or
to, or for the account or benefit of, any U.S. Person that is not an affiliate (as defined in Rule 405 under
the Securities Act) of the Issuer. Hedging transactions involving "equity securities" of "domestic issuers"
(as each such term is defined in the Securities Act and regulations thereunder) may be conducted only in
compliance with the Securities Act, and hedging transactions must be conducted only in compliance with
the Commodity Exchange Act.
What is this document?
This document (referred to as the "Base Prospectus") constitutes a "base prospectus" for the purposes
of the EU Prospectus Regulation (as defined below) relating to the Securities (as described below) other
than for Exempt Securities (as described below). This Base Prospectus, including the documents
incorporated by reference into it, is intended to provide investors with information necessary to enable
them to make an informed investment decision before purchasing Securities. It is valid for 12 months
after its approval and may be supplemented from time to time to reflect any significant new factor,
material mistake or inaccuracy relating to the information included in it. The obligation to supplement
this Base Prospectus in the event of any significant new factor, material mistake or material inaccuracy
relating to the information included in it does not apply when such Base Prospectus is no longer valid.
References in this Base Prospectus to "Exempt Securities" are to Securities for which no prospectus is
required to be published under the EU Prospectus Regulation or the UK Prospectus Regulation.
Who are the Issuers and the Guarantor of the Securities?
The Securities will be issued by one of (i) J.P. Morgan Structured Products B.V., (ii) JPMorgan Chase
Bank, N.A. and (iii) JPMorgan Chase & Co. The relevant "Issue Terms" document (as described below)
will specify which of these companies is the Issuer of the relevant Securities. Securities issued by J.P.
Morgan Structured Products B.V. will be guaranteed by JPMorgan Chase Bank, N.A. Securities issued
by JPMorgan Chase Bank, N.A. or JPMorgan Chase & Co. shall not be the subject of a guarantee.
The Securities are unsecured and unsubordinated general obligations of the relevant Issuer (and, if
applicable, the Guarantor). All payments or deliveries to be made by the relevant Issuer (and, if
applicable, the Guarantor) under the Securities are subject to the credit risk of the relevant Issuer (and, if
applicable, the Guarantor). The potential return on and value of the Securities will be adversely affected
in the event of a default or deterioration in the financial position of the relevant Issuer (and, if applicable,
the Guarantor). The registration document for each Issuer which is incorporated by reference into this
Base Prospectus, together with other information provided in this Base Prospectus, provides a description
of each Issuer's business activities as well as certain financial information and material risks faced by
each Issuer.
What are the Securities?
The relevant Issuer may issue Securities in the form of any of (i) Warrants (ii) Certificates and (iii) Notes
(all of which are referred to as "Securities") under the Structured Securities Programme for the issuance
of Notes, Warrants and Certificates (the "Programme"). Securities may (a) have any maturity (save that
any Securities issued by JPMorgan Chase & Co. will not have a maturity of less than one year from the
date of their issue), (b) be listed and traded on a regulated (or other) market, or not listed or traded, (c)
be unrated or rated, (d) be non-interest bearing or bear fixed or floating rate interest or other variable
interest, (e) have interest and/or redemption amounts which are dependent on the performance of one or
more "Reference Assets" (as described below), (f) be settled by way of cash payment or physical delivery
and (g) provide that the scheduled amount payable could be as low as zero or else provide some level of

ii

minimum scheduled amount payable at maturity (subject to the credit risk of the relevant Issuer and, if
applicable, the Guarantor).
What are the Reference Assets?
The return on the Securities may be dependent on the performance of one or more "Reference Assets".
The types of Reference Assets to which Securities issued under the Programme may be linked are (i) a
share or a depositary receipt (ii) a share index, (iii) an exchange traded fund (ETF), (iv) a mutual fund.
(v) a commodity, (vi) a commodity index, (vii) a foreign exchange rate, (viii) an interest rate or swap
rate or any other rate, (ix) the credit risk of a reference entity and (x) one or more or any combination of
the above. The relevant Issuer is under no obligation to hold a Reference Asset, and holders of Securities
will have no beneficial interest or any other rights in relation to any Reference Assets.
What are Final Terms?
A "Final Terms" document will be prepared in relation to each tranche of Securities (other than Exempt
Securities), and sets out the specific details of the Securities. For example, the Final Terms will contain
the issue date, the maturity date, the Reference Asset(s) to which the Securities are linked and specify
the applicable "Payout Conditions" (or, if applicable, "Credit Linked Provisions") used to calculate the
redemption amount and any interest/coupon payments (if applicable).
In addition, an issue-specific summary will be annexed to the Final Terms for each issuance of Securities
(other than Exempt Securities). Each issue-specific summary will contain a summary of key information
relating to the relevant Issuer, the Guarantor (if applicable), the Securities, the risks relating to the Issuer
and the Securities, and the offer of Securities.
You should read the applicable Final Terms, together with this Base Prospectus (including the
information incorporated by reference in it), before deciding to purchase any Securities.
What are Pricing Supplements?
A "Pricing Supplement" document will be prepared in relation to each issuance or tranche of Exempt
Securities, and sets out the specific details of the Exempt Securities. For example, the Pricing Supplement
will contain the issue date, the maturity date, the Reference Asset(s) to which the Exempt Securities are
linked and specify the applicable "Payout Conditions" (or, if applicable, "Credit Linked Provisions") (or
directly set out the payout terms) used to calculate the redemption am ount and any interest/coupon
payments. You should read the applicable Pricing Supplement, together with this Base Prospectus
(including information incorporated by reference in it), before deciding to purchase any Exempt
Securities.
What are Issue Terms?
"Issue Terms" means either (i) where the Securities are not Exempt Securities, the applicable Final Terms
or (ii) where the Securities are Exempt Securities, the applicable Pricing Supplement.
What are the principal risks?
An investment in Securities is subject to a number of risks, as described in the section of this Base
Prospectus entitled "Risk Factors" below.
Securities are speculative investments, and returns may at times be volatile and losses may occur quickly
and in unanticipated magnitude. Depending on the particular "Payout Conditions" (as described in this
Base Prospectus and as specified in the applicable Issue Terms), you may bear the risk of losing some or
up to all of your investment depending on the performance of the Reference Asset(s) to which your
Securities are linked.
Even if the relevant Securities provide for a minimum scheduled amount payable at maturity, you could
still lose some or up to all of your investment where (i) the relevant Issuer (and, if applicable, the
Guarantor) becomes insolvent or otherwise fails to meet its payment (or delivery) obligations under the
Securities, (ii) you are able to sell your Securities prior to maturity (which may not be the case, as there
may not be a secondary market for them), but the amount you receive is less than what you paid for them,
(iii) your Securities are redeemed or terminated by the relevant I ssuer prior to maturity due to the

iii

occurrence of one or more specified events as provided in the terms and conditions of the Securities, and
the amount you receive on such early redemption or termination is less than what you paid for the
Securities or (iv) the terms and conditions of your Securities are unilaterally adjusted by the relevant
Issuer due to the occurrence of one or more specified events as described in the terms and conditions of
the Securities, resulting in a reduced return.
You should not acquire any Securities unless you (whether by yourself or in conjunction with your
financial adviser) understand the nature of the relevant Securities and the extent of your exposure to
potential loss on the Securities, and any investment in Securities must be consistent with your overal
investment strategy. You (whether by yourself or in conjunction with your financial adviser) should
consider carefully whether the particular Securities are suitable for you in the light of your investment
objectives, financial capabilities and expertise. You should consult your own legal, tax, accountancy,
regulatory, investment and other professional advisers as may be required to assist you in determining
the suitability of the Securities for you as an investment.
You should read, in particular, the sections of this Base Prospectus entitled "Risk Factors" and
"Commonly Asked Questions" for important information prior to making any decision to purchase
Securities.
The Securities, the Guarantee and, in certain instances, the securities to be delivered upon redemption or
exercise of the Securities, if any, have not been and will not be registered under the Securities Act and
trading in the Securities and the Guarantee have not been approved by the CFTC under the Commodity
Exchange Act. The Securities issued by JPMorgan Chase Bank, N.A. and the Guarantee have not been
and will not be registered under the rules of the OCC. Subject to certain exceptions, the Securities may
not be offered, sold, transferred, pledged, assigned, delivered, exercised or redeemed at any time within
the United States or to, or for the account or benefit of, any U.S. Person that is not an affiliate (as defined
in Rule 405 under the Securities Act) of the Issuer. Hedging transactions involving "equity securities" of
"domestic issuers" (as each such term is defined in the Securities Act and regulations thereunder) may
be conducted only in compliance with the Securities Act, and hedging transactions may be conducted
only in compliance with the Commodity Exchange Act.
Potential for Discretionary Determinations by the Calculation Agent and the Issuer under the
Securities
Under the terms and conditions of the Securities, following the occurrence of certain events outside of
the control of JPMorgan Chase (as defined below), the Calculation Agent and/or the Issuer may exercise
discretion to take one or more of the actions available to it in order to deal with the impact of such event
on the Securities or (if applicable) the Issuer's hedging arrangements. Any such discretionary
determinations could have a material adverse impact on the value of and return on the Securities. An
overview of the potential for discretionary determinations by the Calculation Agent and the Issuer under
the Securities is provided in the section of this Base Prospectus entitled "Overview of the Potential for
Discretionary Determinations by the Calculation Agent and the Issuer".
Status of the Securities
The Securities are unsecured and unsubordinated general obligations of the relevant Issuer and
not of any affiliate of that Issuer.
Status of the Guarantee
The Guarantee is an unsecured and unsubordinated general obligation of JPMorgan Chase Bank,
N.A. and not of any of its affiliates.
Status of the Securities issued by, and the Guarantee of, JPMorgan Chase Bank, N.A.
The Securities issued by JPMorgan Chase Bank, N.A. and the Guarantee: (i) are not savings
accounts or deposits of JPMorgan Chase Bank, N.A. or any bank or non-bank subsidiary of
JPMorgan Chase Bank, N.A.; and (ii) will rank pari passu with all other unsecured and
unsubordinated indebtedness of JPMorgan Chase Bank, N.A. except obligations, including U.S.
domestic deposits of JPMorgan Chase Bank, N.A., that are subject to any priorities or preferences
by law.

iv

Status of the Securities issued by JPMorgan Chase & Co.
The Securities issued by JPMorgan Chase & Co.: (i) are not savings accounts or deposits of
JPMorgan Chase & Co. or any bank or non-bank subsidiary of JPMorgan Chase & Co., and (ii)
will rank pari passu with all other unsecured and unsubordinated indebtedness of JPMorgan
Chase & Co., except obligations that are subject to any priorities or preferences by law.
Neither the Securities nor the Guarantee are covered by any deposit insurance protection scheme
Neither the Securities nor the Guarantee are deposits insured by the U.S. Federal Deposit
Insurance Corporation (the "FDIC"), the U.S. Deposit Insurance Fund or any other governmental
agency or instrumentality, in the United States or in any other jurisdiction.
Offering restrictions in the European Economic Area
This Base Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii)
below may apply, any offer of Securities in any Member State of the European Economic Area will
be made pursuant to an exemption under the EU Prospectus Regulation from the requirement to
publish a prospectus for offers of Securities. Accordingly, any person making or intending to make
an offer in that Member State of Securities which are the subject of an offering contemplated in
this Base Prospectus as completed by the Final Terms in relation to the offer of those Securities
may only do so (i) in circumstances in which no obligation arises for the Issuer or the Dealers to
publish a prospectus pursuant to Article 3 of the EU Prospectus Regulation or supplement a
prospectus pursuant to Article 23 of the EU Prospectus Regulation, in each case, in relation to such
offer, or (ii) if a prospectus for such offer has been approved by the competent authority in that
Member State or, where appropriate, approved in another Member State and notified to the
competent authority in that Member State and (in either case) published, all in accordance with
the EU Prospectus Regulation, provided that any such prospectus has subsequently been
completed by Final Terms which specify that offers may be made other than pursuant to Article
1(4) of the EU Prospectus Regulation in that Member State and such offer is made on or prior to
the date specified for such purpose in such prospectus or Final Terms, as applicable. Except to the
extent sub-paragraph (ii) above may apply, neither the Issuer nor the Dealers have authorised, nor
do they authorise, the making of any offer of Securities in circumstances in which an obligation
arises pursuant to the EU Prospectus Regulation for the Issuer or the Dealers to publish or
supplement a prospectus for such offer.
If the Issue Terms in respect of any Securities includes a legend entitled "Prohibition of Sales to
EEA Retail Investors", the Securities are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made available to any retail investor in
the European Economic Area. For these purposes, a retail investor means a person who is one (or
more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as
amended, "MiFID II"); (ii) a customer within the meaning of Directive 2016/97/EU (as amended,
the "Insurance Distribution Directive"), where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined
in the EU Prospectus Regulation. Consequently, no key information document required by
Regulation (EU) No 1286/2014 (as amended, the "EU PRIIPs Regulation") for offering or selling
the Securities or otherwise making them available to retail investors in the European Economic
Area has been prepared and therefore offering or selling the Securities or otherwise making them
available to any retail investor in the European Economic Area may be unlawful under the EU
PRIIPs Regulation.
Notwithstanding the above paragraph, in the case where the Issue Terms in respect of any
Securities does not specify "Prohibition of Sales to EEA Retail Investors" to be not applicable but
where the Dealer subsequently prepares and publishes a key information document under the EU
PRIIPs Regulation in respect of such Securities, then following such publication, the prohibition
on the offering, sale or otherwise making available the Securities to a retail investor in the
European Economic Area as described in the above paragraph and in such legend shall no longer
apply.
Offering restrictions in the United Kingdom

v

This Base Prospectus has been prepared on the basis that any offer of Securities in the United
Kingdom will be made pursuant to an exemption under Regulation (EU) 2017/1129 as it forms part
of UK domestic law by virtue of the UK Prospectus Regulation from the requirement to publish a
prospectus for offers of Securities, where "UK Prospectus Regulation" means Regulation (EU)
2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act
2018 (as amended, the "EUWA") and regulations made thereunder. Accordingly, any person
making or intending to make an offer in the United Kingdom of Securities which are the subject
of an offering contemplated in this Base Prospectus as completed by the Final Terms in relation to
the offer of those Securities may only do so in circumstances in which no obligation arises for the
Issuer or the Dealers to publish a prospectus pursuant to section 85 of the Financial Services and
Markets Act 2000 (as amended, the "FSMA") or supplement a prospectus pursuant to Article 23
of the UK Prospectus Regulation, in each case, in relation to such offer. Neither the Issuer nor the
Dealers have authorised, nor do they authorise, the making of any offer of Securities in
circumstances in which an obligation arises pursuant to section 85 of the FSMA or the UK
Prospectus Regulation for the Issuer or the Dealers to publish or supplement a prospectus for such
offer.
If the Issue Terms in respect of any Securities includes a legend entitled "Prohibition of Sales to
UK Retail Investors", the Securities are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made available to any retail investor in
the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of:
(i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part
of UK domestic law by virtue of the EUWA; (ii) a customer within the meaning of the provisions
of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU)
2016/97, where that customer would not qualify as a professional client, as defined in point (8) of
Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the
EUWA; or (iii) not a qualified investor as defined in the UK Prospectus Regulation. Consequently,
no key information document required by Regulation (EU) No 1286/2014 as it forms part of UK
domestic law by virtue of the EUWA (as amended, the "UK PRIIPs Regulation") for offering or
selling the Securities or otherwise making them available to retail investors in the United Kingdom
has been prepared and therefore offering or selling the Securities or otherwise making them
available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs
Regulation.
Notwithstanding the above paragraph, in the case where the Issue Terms in respect of any
Securities does not specify "Prohibition of Sales to UK Retail Investors" to be not applicable but
where the Dealer subsequently prepares and publishes a key information document under the UK
PRIIPs Regulation in respect of such Securities, then following such publication, the prohibition
on the offering, sale or otherwise making available the Securities to a retail investor in the United
Kingdom as described in the above paragraph and in such legend shall no longer apply.
Certain U.S. restrictions and other disclosure
The Securities, the Guarantee and, in certain instances, the securities to be delivered upon redemption or
exercise of the Securities, if any, have not been and will not be registered under the Securities Act and
trading in the Securities and the Guarantee has not been approved by CFTC under the Commodity
Exchange Act. The Securities issued by JPMorgan Chase Bank, N.A. and the Guarantee have not been
and will not be registered under the rules of the OCC.
The Securities are being offered and sold only to non-U.S. Persons in offshore transactions in accordance
with Regulation S under the Securities Act ("Regulation S"). The Securities issued by JPMorgan Chase
Bank, N.A. and the Guarantee may also be offered or sold in reliance upon the exemption from the
registration requirements of the Securities Act provided by Section 3(a)(2) thereof and will be offered
and sold pursuant to an exemption from the registration requirements of the OCC (including, in the case
of offers or sales outside the United States, in compliance with Regulation S as such regulation is
incorporated into the regulations of the OCC pursuant to 12 C.F.R. Section 16.5(g)).
The Securities may not be offered, sold, transferred, pledged, assigned, delivered, exercised or redeemed
at any time within the United States or to or for the account or benefit of any U.S. Person; provided,
however, that this restriction shall not apply to a U.S. Person that is an affiliate (as defined in Rule 405
under the Securities Act) of the Issuer. Hedging transactions involving "equity securities" of "domestic

vi

issuers" (as each such term is defined in the Securities Act and regulations thereunder) may be conducted
only in compliance with the Securities Act, and hedging transactions must be conducted only in
compliance with the Commodity Exchange Act.
JPMSP (a s defined herein) has not registered, nor intends to register, as an investment company under
the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act").
For a description of certain additional restrictions on offers and sales of the Securities, on distribution of
this Base Prospectus and the relevant Issue Terms and of certain agreements and representations that any
person who purchases Securities at any time is required to make, or is deemed to have made, as a
condition to purchasing such Security or any legal or beneficial interest therein, see the sections entitled
"Subscription and Sale" and "Purchaser representations and requirements and transfer restrictions".
Neither the U.S. Securities and Exchange Commission (the "SEC") nor any state securities
commission has approved or disapproved of the Securities and the Guarantee or determined that
this Base Prospectus is accurate or complete. Any representation to the contrary is a criminal
offence. The OCC has not approved or disapproved of the Securities issued by JPMorgan Chase
Bank, N.A. or the Guarantee or determined that this Base Prospectus is accurate or complete.
General restriction on distribution of this Base Prospectus
The distribution of this Base Prospectus and the offering or sale of the Securities in certain jurisdictions
may be restricted by law. Persons into whose possession this Base Prospectus comes are required by the
Issuers, the Guarantor, the Dealers and the Arranger to inform themselves about and to observe any such
restriction. The publication of this Base Prospectus is not intended as an offer or solicitation for the
purchase or sale of any financial instrument in any jurisdiction where such offer or solicitation would
violate the laws of such jurisdiction.
No other person is authorised to give information on the Securities beyond what is in this Base
Prospectus and related Issue Terms
No person has been authorised to give any information or to make any representation o ther than as
contained in this Base Prospectus in connection with the issue or sale of the Securities and, if given or
made, such information or representation must not be relied upon as having been authorised by the
relevant Issuer, JPMorgan Chase Bank, N.A., as a Guarantor under the Guarantee in respect of Securities
issued by J.P. Morgan Structured Products B.V. or any of the Dealers or J.P. Morgan Securities plc as
arranger (the "Arranger").
The information in this Base Prospectus (and any supplement) is subject to change
Neither the delivery of this Base Prospectus nor any sale made in connection herewith shall, under any
circumstances, create any implication that there has been no change in the affairs of the relevant Issuer
or the Guarantor (if applicable) since the date hereof or the date upon which this Base Prospectus has
been most recently supplemented or that there has been no adverse change in the financial position of
the relevant Issuer or the Guarantor (if applicable), since the date hereof or the date upon which this Base
Prospectus has been most recently supplemented or that any other information supplied in connection
with the Programme is correct as of any time subsequent to the date on which it is supplied or, if different,
the date indicated in the document containing the same.
Important Swiss notice
The Securities do not constitute a participation in a collective investment scheme in the meaning
of the Swiss Federal Act on Collective Investment Schemes and they are neither subject to approval
nor supervision by the Swiss Financial Market Supervisory Authority ("FINMA") and investors
are exposed to the credit risk of the Issuer and, if applicable, the Guarantor.
Disclaimer by Arranger and Dealers
The Arranger and the Dealers have not separately verified the information contained in this Base
Prospectus. None of the Arranger or any of the Dealers makes any representation, express or implied, or
accepts any responsibility, with respect to the accuracy or completeness of any of the information in this
Base Prospectus. None of the Arranger or any of the Dealers undertakes to review the financial condition

vii

or affairs of any of the Issuers or the Guarantor during the life of the arrangements contemplated by this
Base Prospectus nor to advise any potential purchaser or Holder of Securities of any information coming
to the attention of the Arranger or any of the Dealers.
Not a basis for a credit or other evaluation and not a recommendation to purchase Securities
This Base Prospectus is not intended to provide the basis of any credit or other evaluation, and should
not be considered as a recommendation by any of the Issuers, the Guarantor, the Arranger or the Dealers
that any recipient of this Base Prospectus should purchase the Securities. Each potential purchaser of
Securities should determine for himself or herself or itself the relevance of the information contained in
this Base Prospectus and any purchase of Securities should be based upon such investigation as such
potential purchaser deems necessary.
Important Dutch notice
Neither JPMorgan Chase & Co. nor JPMorgan Chase Bank, N.A. has received authorisations from De
Nederlandsche Bank NV for the pursuit of the business of a bank in The Netherlands and are not licensed
pursuant to section 2:11(1) of the Netherlands Financial Supervision Act (Wet op het financieel toezicht).
However, they are permitted to issue Securities in The Netherlands under the Netherlands Financial
Supervision Act.
Stabilising legend
In connection with the issue of any Tranche of Securities, the Dealer or Dealers (if any) named as the
Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the relevant Issue
Terms may over-allot Securities or effect transactions with a view to supporting the market price of the
Securities at a level higher than that which might otherwise prevail. However, stabilisation may not
necessarily occur. Any stabilisation action may begin on or after the date on which adequate public
disclosure of the terms of the offer of the relevant Tranche of Securities is made and, if begun, may cease
at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche
of Securities and 60 days after the da te of the allotment of the relevant Tranche of Securities. Any
stabilisation action or over-allotment shall be conducted in accordance with all applicable laws and rules.
CREST Depository Interests
If specified in the relevant Issue Terms, investors may hold indirect interests in Securities issued by
JPMSP through Euroclear UK & Ireland Limited ("CREST") through the issuance of dematerialised
depository interests ("CDIs"). CDIs are independent securities constituted under English law and
transferred through CREST and will be issued by CREST Depository Limited or any successor thereto
pursuant to the global deed poll dated 25 June 2001 (as subsequently modified, supplemented and/or
restated). See "Book-Entry Clearing Systems" below for more information in relation to CDIs.
EU Benchmarks Regulation
Amounts payable under the Securities may be calculated or otherwise determined by reference to a base
rate, an index or a combination of indices. Any such base rate or index may constitute a benchmark for
the purposes of the EU Benchmarks Regulation (Regulation (EU) 2016/1011) (the "EU Benchmarks
Regulation"). If any such base rate or index does constitute such a benchmark the applicable Final Terms
will indicate whether or not the benchmark is provided by an administrator included in the register of
administrators and benchmarks established and maintained by the European Securities and Markets
Authority ("ESMA") pursuant to Article 36 of the EU Benchmarks Regulation. Not every base rate or
index will fall within the scope of the EU Benchmarks Regulation. Furthermore, transitional provisions
in the EU Benchmarks Regulation may have the result that the administrator of a particular benchmark
is not required to appear in the register of administrators and benchmarks at the date of the applicable
Final Terms. The registration status of any administrator under the EU Benchmarks Regulation is a
matter of public record and, save where required by applicable law, we do not intend to update the
applicable Final Terms to reflect any change in the registration status of the administrator. As at the date
of this Base Prospectus, the European Money Markets Institute (the administrator of EURIBOR) is
included in the register of administrators and benchmarks maintained by the ESMA but each of ICE
Benchmark Administration Limited (the administrator of LIBOR), the Federal Reserve Bank of New
York (the administrator of SOFR), the Bank of England (the administrator of SONIA), the European

viii

Central Bank (the administrator of STR) and the Bank of Japan (the administrator of TONA) is not
included in the register of administrators and benchmarks maintained by the ESMA.
Defined terms
An index of defined terms is set out on pages 898 to 911 of this Base Prospectus.
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to:
J.P. Morgan
·
"JPMorgan Chase" are to JPMorgan Chase & Co. and its consolidated subsidiaries.
·
"JPMorgan Chase Bank" are to JPMorgan Chase Bank, N.A. and its consolidated subsidiaries.
·
"Guarantee" are to the guarantee provided by JPMorgan Chase Bank, N.A. (in its capacity as
a Guarantor) in respect of Securities issued by JPMSP.
·
"JPMSP" are to J.P. Morgan Structured Products B.V.
Currencies
·
"euro", "EUR" and "" are to the lawful single currency of the member states of the European
Union that have adopted and continue to retain a common single currency through monetary
union in accordance with European Union treaty law (as amended from time to time).
·
"Sterling" and "£" are to the lawful currency of the United Kingdom.
·
"U.S.$", "USD", "$" and "U.S. Dollars" are to United States dollars.

ix

TABLE OF CONTENTS
Page
GENERAL DESCRIPTION OF THE PROGRAMME .....................................................................1
Provides an overview of certain important information in relation to the Programme and this Base
Prospectus. It is relevant to all Securities.
RISK FACTORS .......................................................................................................................................6
Sets out the principal risks inherent in investing in Securities. It is relevant to all Securities.
CONFLICTS OF INTEREST.............................................................................................................. 68
Provides a description of various potential conflicts of interest that JPMorgan Chase is subject to in
respect of the Securities, and which could have an adverse effect on the Securities. It is relevant to all
Securities.
DOCUMENTS INCORPORATED BY REFERENCE ................................................................... 71
Incorporates the Registration Document for each Issuer and other information. Each Registration
Document sets out key information in relation to the relevant Issuer.
COMMONLY ASKED QUESTIONS ................................................................................................ 74
Provides answers to some of the questions which investors may have when considering an investment
in the Securities and provides an introduction to the Issuers, the types of Securities which may be
issued under the Programme and certain terms of such Securities. It is relevant to all Securities.
OVERVIEW OF THE POTENTIAL FOR DISCRETIONARY DETERMINATIONS BY THE
CALCULATION AGENT AND THE ISSUER .............................................................................. 105
Overview of the types of events that could give rise to a discretionary determination by the Calculation
Agent or the Issuer and the actions available to them to deal with the impact of such events.
TERMS AND CONDITIONS OF THE SECURITIES ................................................................. 119
Comprises (I) the General Conditions, (II) the applicable Payout Conditions, (III) the applicable
Reference Asset Linked Conditions and (where applicable) certain provisions relevant to German
Securities:
I.
GENERAL CONDITIONS .................................................................................................. 119

Sets out the terms and conditions that apply to all Securities.
II.
PAYOUT CONDITIONS ..................................................................................................... 252
Sets out the additional terms and conditions in relation to the redemption payments and
interest/coupon payments (if applicable) in respect of the Securities. Only those Payout
Conditions specified in the relevant Issue Terms to be applicable will apply to a particular
series of Securities. The Payout Conditions will not be applicable in respect of Credit Linked
Securities.
III.
REFERENCE ASSET LINKED CONDITIONS ............................................................. 340
Each of the following six sections sets out additional terms and conditions for Securities
linked to a particular Reference Asset. Only those Reference Asset Linked Conditions
specified in the relevant Issue Terms to be applicable will apply to an issuance series of
Securities.
·
SHARE LINKED PROVISIONS............................................................................ 340

x