Obligation JPMorgan Chase & Co 11% ( XS1569801886 ) en TRY

JPMorgan Chase & Co

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Etats-unis

XS1569801886 ( en TRY )

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18/05/2020 - Obligation échue

Prospectus brochure de l'obligation JPMorgan Chase & Co XS1569801886 en TRY 11%, échue

10 000 TRY

150 000 000 TRY

L'Obligation émise par JPMorgan Chase & Co ( Etats-unis ) , en TRY, avec le code ISIN XS1569801886, paye un coupon de 11% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 18/05/2020

OFFERING CIRCULAR
24 April 2019

J.P. Morgan Structured Products B.V.
(incorporated with limited liability in The Netherlands)
as Issuer
JPMorgan Chase Financial Company LLC
(incorporated with limited liability in the State of Delaware, United States of America)
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 and as Guarantor in respect of Securities
issued by
JPMorgan Chase Financial Company LLC

Structured Products 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 Guarantees 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 Guarantees has 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 JPMorgan Chase Bank, N.A. Guarantee (as defined below) 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 except, in respect of certain of the Securities, in accordance with Rule 144A
under the Securities Act ("Rule 144A") and in reliance upon the relevant exemptions from state
securities laws and any other applicable laws of other jurisdictions. Hedging transactions involving
"equity securities" of "domestic issuers" (as each such term is defined in the Securities Act and
regulations thereunder) may only be conducted in compliance with the Securities Act and the
Commodity Exchange Act.
What is this document?
This document (referred to as the "Offering Circular"), including the documents incorporated by
reference within it, is intended to provide investors with information necessary to enable them to make
an informed investment decision before purchasing Securities. It may be supplemented from time to
time. It is not a "prospectus" for the purposes of the Prospectus Directive (see "Important Legal
Information Warning" below).
Who are the Issuers and the Guarantors of the Securities?
The Securities will be issued by one of (i) JPMorgan Chase Financial Company LLC, (ii) J.P. Morgan
Structured Products B.V., (iii) JPMorgan Chase Bank, N.A. and (iv) JPMorgan Chase & Co. The
relevant "Pricing Supplement" document (as described below) will specify which of these companies is
the Issuer of the relevant Securities. Securities issued by JPMorgan Chase Financial Company LLC
will be guaranteed by JPMorgan Chase & Co. (the "JPMorgan Chase & Co. Guarantee"). Securities
issued by J.P. Morgan Structured Products B.V. will be guaranteed by JPMorgan Chase Bank, N.A.
(the "JPMorgan Chase Bank, N.A. Guarantee") (each of the JPMorgan Chase & Co. Guarantee and
the JPMorgan Chase Bank, N.A. Guarantee, a "Guarantee" and together, the "Guarantees"). Securities
issued by JPMorgan Chase Bank, N.A. or JPMorgan Chase & Co. will not be the subject of a
guarantee.
The Securities are unsecured and unsubordinated general obligations of the relevant Issuer (and, if
applicable, the relevant Guarantor). All payments or deliveries to be made by the relevant Issuer (and,
if applicable, the relevant Guarantor) under the Securities are subject to the credit risk of the relevant
Issuer (and, if applicable, the relevant 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 relevant Guarantor). The financial and other information which
is incorporated by reference into this Offering Circular, together with other information provided in this
Offering Circular, 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 Products 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 an exchange-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

ii

zero or else provide some level of minimum scheduled amount payable at maturity (subject to the
credit risk of the relevant Issuer and, if applicable, the relevant Guarantor). Notwithstanding the
foregoing, JPMCFC will not issue Securities in the form of Warrants and Securities issued by JPMCFC
will not be subject to physical delivery.
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) a commodity, (iv) a commodity index, (v) a foreign
exchange rate, (vi) a fund (regulated or unregulated, mutual, exchange traded tracker or hedge), (vii)
the credit of a specified entity or entities, (viii) a consumer price or other inflation index, (ix) an
interest rate or constant maturity swap rate or any other rate, (x) a loan or bond or other debt obligation
or certificate, (xi) a basket of the above or (xii) any combination of any of the above or other types of
reference asset(s). 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 Pricing Supplements?
A "Pricing Supplement" document will be prepared in relation to each tranche of Securities, and sets
out the specific details of the Securities. For example, the Pricing Supplement will contain the issue
date, the maturity date, the Reference Asset(s) to which the Securities are linked and specify the
method used to calculate the redemption amount and any interest/coupon payments (if applicable).
What documents should I read before purchasing Securities?
You should read the applicable Pricing Supplement, together with this Offering Circular (including the
information incorporated by reference in it), before deciding to purchase any Securities.
This Offering Circular will be supplemented and restated after the date hereof from time to time. If you
purchase Securities after the date of the applicable Pricing Supplement, you should review the most
recent restatement (if any) of this Offering Circular and each supplement thereafter up to (and
including) the date of purchase to ensure that you have the most up to date information on the Issuer
and (if applicable) the relevant Guarantor on which to base your investment decision (note that the
terms and conditions of the Securities will remain as described in the applicable Pricing Supplement
and the version of the Offering Circular described in the Pricing Supplement, subject to any
amendments notified to Holders). Each supplement and restatement (if any) to the Offering Circular
can be found on (www.bourse.lu) and (www.ise.ie).
What are the principal risks?
Securities issued under the Programme may include "derivative securities" (under the Prospectus
Directive (as defined below)), and an investment in Securities is subject to a number of risks, as
described in the section of this Offering Circular 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" terms of the Securities,
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
relevant 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 Issuer prior to
maturity due to the 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.

iii

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 overall
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 Offering Circular entitled "Risk Factors" and
"Commonly Asked Questions" for important information prior to making any decision to
purchase Securities.
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 in respect of the terms and conditions of the particular
Securities) 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 Offering Circular entitled "Overview of the Potential for Discretionary
Determinations by the Calculation Agent and the Issuer".

iv

TABLE OF CONTENTS
Page
IMPORTANT NOTICES ................................................................................................................. 1
Provides important information in relation to the status of the Securities, each Guarantee, offering
restrictions in relation to the Securities and restrictions on the use of the Offering Circular. It is
relevant to all Securities.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS ..................... 9
Sets out considerations that should be taken into account when reading any statement relating to future
events and circumstances. It is relevant to all Securities.
SUMMARY OF THE PROGRAMME ........................................................................................... 11
Provides a summary of the key information contained within this Offering Circular. It is relevant to all
Securities.
RISK FACTORS ............................................................................................................................... 30
Sets out the principal risks inherent in investing in Securities and the risks that may affect the relevant
Issuer's and (if applicable) the relevant Guarantor's ability to fulfil their respective obligations under
the Securities. It is relevant to all Securities.
CONFLICTS OF INTEREST .......................................................................................................... 116
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 ................................................................. 119
Incorporates financial and other information for each Issuer. It is relevant to all Securities.
GENERAL DESCRIPTION OF THE PROGRAMME ................................................................ 133
Provides an overview of certain important information in relation to the Programme and this Offering
Circular. It is relevant to all Securities.
COMMONLY ASKED QUESTIONS ............................................................................................. 138
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 .............................................................................. 159
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 .................................................................. 171
Comprises (i) the General Conditions and (ii) the applicable Specific Product Provisions:
I.
GENERAL CONDITIONS .....................................................................................................171

Sets out the terms and conditions that apply to all Securities.
II.
SPECIFIC PRODUCT PROVISIONS ..................................................................................285

Each of the following seven sections sets out additional terms and conditions for Securities
linked to a particular type of Reference Asset (Annexes 1-4 and 7-8) or in relation to a particular
product (Annexes 5 and 6). Only those Specific Product Provisions specified in the relevant

v

Pricing Supplement to be applicable will apply to an issuance series of Securities.

ANNEX 1 - SHARE LINKED PROVISIONS ..............................................................285

Sets out additional terms and conditions that are applicable to Share Linked Securities. It applies
to Securities for which the relevant Pricing Supplement specifies that the Share Linked
Provisions are applicable.

ANNEX 2 INDEX LINKED PROVISIONS ..............................................................305

Sets out additional terms and conditions that are applicable to Index Linked Securities. It applies
to Securities for which the relevant Pricing Supplement specifies that the Index Linked
Provisions are applicable.

ANNEX 3 - COMMODITY LINKED PROVISIONS .................................................323

Sets out additional terms and conditions that are applicable to Commodity Linked Securities. It
applies to Securities for which the relevant Pricing Supplement specifies that the Commodity
Linked Provisions are applicable.

ANNEX 4 - FX LINKED PROVISIONS.......................................................................339

Sets out additional terms and conditions that are applicable to FX Linked Securities. It applies to
Securities for which the relevant Pricing Supplement specifies that the FX Linked Provisions are
applicable.

ANNEX 5 - MARKET ACCESS PARTICIPATION PROVISIONS .........................346

Sets out additional terms and conditions that are applicable to Market Access Participation
Notes. It applies to Securities for which the relevant Pricing Supplement specifies that the
Market Access Participation Provisions are applicable.

ANNEX 6 - LOW EXERCISE PRICE WARRANT PROVISIONS ..........................356

Sets out additional terms and conditions that are applicable to Low Exercise Price Warrants. It
applies to Securities for which the relevant Pricing Supplement specifies that the LEPW
Provisions are applicable.

ANNEX 7 - FUND LINKED PROVISIONS .................................................................365

Sets out additional terms and conditions that are applicable to Fund Linked Securities. It applies
to Securities for which the relevant Pricing Supplement specifies that the Fund Linked Provisions
are applicable.

ANNEX 8 ADDITIONAL RATES FALLBACK PROVISIONS .............................386

Sets out additional terms and conditions that are applicable to Other Variable Linked Interest
Notes. It applies to Securities for which the relevant Pricing Supplement specifies that the
Additional Rates Fallback Provisions are applicable.
III. APPENDIX - PROVISIONS REGARDING RESOLUTIONS OF HOLDERS OF
GERMAN SECURITIES ........................................................................................................388

Sets out the provisions regarding resolutions of holders of German Securities.
FORM OF PRICING SUPPLEMENT ............................................................................................ 393
Provides a template for the Pricing Supplement to be used for each issuance of Securities. It is relevant
to all Securities.
USE OF PROCEEDS ........................................................................................................................ 436
Sets out the use of the proceeds from the sale of Securities. It is relevant to all Securities.
FORM OF JPMORGAN CHASE BANK, N.A. GUARANTEE ................................................... 437
Sets out the form of guarantee given by JPMorgan Chase Bank, N.A. in respect of Securities issued by
J.P. Morgan Structured Products B.V. It is only relevant to Securities issued by J.P. Morgan Structured

vi

Products B.V.
FORM OF JPMORGAN CHASE & CO. GUARANTEE ............................................................. 441
Sets out the form of guarantee given by JPMorgan Chase & Co. in respect of Securities issued by
JPMorgan Chase Financial Company LLC. It is only relevant to Securities issued by JPMorgan Chase
Financial Company LLC.
JPMORGAN CHASE & CO. ........................................................................................................... 445
Provides key information in relation to JPMorgan Chase & Co.
JPMORGAN CHASE BANK, N.A. ................................................................................................. 466
Provides key information in relation to JPMorgan Chase Bank, N.A.
J.P. MORGAN STRUCTURED PRODUCTS B.V. ....................................................................... 477
Provides key information in relation to J.P. Morgan Structured Products B.V.
JPMORGAN CHASE FINANCIAL COMPANY LLC ................................................................. 481
Provides key information in relation to JPMorgan Chase Financial Company LLC.
BOOK-ENTRY CLEARING SYSTEMS ........................................................................................ 483
Provides information on the rules and procedures of the relevant clearing system in which the
Securities may be cleared and settled. It is relevant to all Securities.
SUBSCRIPTION AND SALE .......................................................................................................... 487
Provides a summary of certain restrictions regarding the offer and sale of the Securities. It is relevant
to all Securities.
PURCHASER
REPRESENTATIONS
AND
REQUIREMENTS
AND
TRANSFER
RESTRICTIONS ............................................................................................................................... 522
Sets out certain representations and requirements and transfer restrictions with respect to each
issuance of Securities. It is relevant to all Securities.
CERTAIN ERISA CONSIDERATIONS ........................................................................................ 548
Provides an overview of certain ERISA considerations. It is relevant to all Securities.
TAXATION ....................................................................................................................................... 553
Provides an overview of certain taxation considerations relating to the Securities. It is relevant to all
Securities.
IMPORTANT LEGAL INFORMATION ....................................................................................... 640
Sets out important legal information relating to the Securities.
GENERAL INFORMATION ........................................................................................................... 642
Provides certain additional information on the Securities, the Offering Circular, the Programme and
the Issuers. It is relevant to all Securities.
GUIDE TO SYMBOLS WHICH MAY APPEAR IN PRICING SUPPLEMENTS .................... 647
Provides a set of symbols that may be used in offering documents relating to an offering of Securities
under the Programme.
INDEX OF DEFINED TERMS ........................................................................................................ 650
An index of all defined terms used in this Offering Circular.

vii

Important Notices

IMPORTANT NOTICES
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 JPMorgan Chase Bank, N.A. Guarantee
The JPMorgan Chase Bank, N.A. Guarantee is an unsecured and unsubordinated general
obligation of JPMorgan Chase Bank, N.A. and not of any of its affiliates.
Status of the JPMorgan Chase & Co. Guarantee
The JPMorgan Chase & Co. Guarantee is an unsecured and unsubordinated general obligation
of JPMorgan Chase & Co. and not of any of its affiliates.
Status of the Securities issued by JPMorgan Chase Bank, N.A. and the JPMorgan Chase Bank,
N.A. Guarantee
The Securities issued by JPMorgan Chase Bank, N.A. and the JPMorgan Chase Bank, N.A.
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.
Status of the Securities issued by JPMorgan Chase & Co. and the JPMorgan Chase & Co.
Guarantee
The Securities issued by JPMorgan Chase & Co. and the JPMorgan Chase & Co. Guarantee: (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 relevant Guarantee are covered by any deposit insurance
protection scheme
Neither the Securities nor the relevant 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 Offering Circular has been prepared on the basis that any offer of Securities in any Member
State of the European Economic Area (the "EEA") which has implemented the Prospectus
Directive (each, a "Relevant Member State") will be made pursuant to an exemption under
Directive 2003/71/EC, as amended or superseded (the "Prospectus Directive"), and includes any
relevant implementing measure in each Relevant Member State. Prospectus Directive, as
implemented in that Relevant Member State, from the requirement to publish a prospectus for
offers of Securities. Accordingly, any person making or intending to make an offer in that
Relevant Member State of Securities which are the subject of an offering contemplated in this
Offering Circular as completed by a Pricing Supplement 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 or supplement a prospectus pursuant to Article 3 of the Prospectus Directive
in relation to such offer. None of the Issuers, Guarantors or Dealers has authorised, nor do they
authorise, the making of any offer of Securities in circumstances in which an obligation arises for
the Issuer to publish a prospectus in the EEA or in any other jurisdiction.
If the Pricing Supplement 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

1

Important Notices

made available to and should not be offered, sold or otherwise made available to any retail
investor in the EEA. 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 may be
amended or replaced from time to time, "MiFID II"); (ii) a customer within the meaning of
Directive 2002/92/EC, 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
Prospectus Directive. Consequently, no key information document required by Regulation (EU)
No 1286/2014 (as may be amended or replaced from time to time, the "PRIIPs Regulation") for
offering or selling the Securities or otherwise making them available to retail investors in the
EEA has been prepared and therefore offering or selling the Securities or otherwise making them
available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
Notwithstanding the above paragraph, in the case where the Pricing Supplement in respect of
any Securities includes a legend entitled "Prohibition of Sales to EEA Retail Investors" but
where the Issuer subsequently prepares and publishes a key information document under the
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 as described
in the above paragraph and in such legend shall no longer apply.
Certain U.S. restrictions and other disclosure
The Securities, the Guarantees 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 Guarantees has not been approved by the CFTC under the
Commodity Exchange Act. The Securities issued by JPMorgan Chase Bank, N.A. and the JPMorgan
Chase Bank, N.A. Guarantee have not been and will not be registered under the rules of the OCC.
The Securities are being offered and sold only (i) to non-U.S. Persons in offshore transactions in
accordance with Regulation S under the Securities Act ("Regulation S"); provided that such Securities
may also be sold to U.S. Persons that are affiliates (as defined in Rule 405 under the Securities Act) of
the Issuer and (ii), in the case of Rule 144A Securities and of New York Law Notes and Regulation
S/Rule 144A Securities, being offered or sold in reliance on Rule 144A, to qualified institutional
buyers ("QIBs") (as defined in Rule 144A) that are also Eligible Investors (as defined herein) at the
time of sale in reliance on Rule 144A under the Securities Act.
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), except, in the case of Rule
144A Securities and of New York Law Notes and Regulation S/Rule 144A Securities being sold in
accordance with Rule 144A, in accordance with Rule 144A and in reliance upon the relevant
exemptions from state securities laws and any other applicable laws of other jurisdictions and an
exemption under the Commodity Exchange Act. Hedging transactions involving "equity securities" of
"domestic issuers" (as each such term is defined in the Securities Act and regulations thereunder) may
only be conducted in compliance with the Securities Act.
Investors are hereby notified that sellers of the Securities may be relying on the exemption from the
provisions of Section 5 of the Securities Act provided by Rule 144A.
The Securities issued by JPMorgan Chase Bank, N.A. and the JPMorgan Chase Bank, N.A. 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)).
JPMCFC (as defined herein) has not registered, nor intends to register, as an investment company
under the Investment Company Act of 1940, as amended (the "Investment Company Act"). JPMCFC
intends to rely on the exemption from registration as an investment company under the Investment
Company Act afforded by Rule 3a-5 of the Investment Company Act.

2

Important Notices

JPMSP (as defined herein) has not registered, nor intends to register, as an investment company under
the Investment Company Act. JPMSP intends to rely on the exemption from registration as an
investment company under the Investment Company Act afforded by Section 3(c)(7) of the Investment
Company Act. In order to rely on such exemption, JPMSP is required to limit the purchase in the
United States of Securities issued by JPMSP to qualified purchasers ("QPs") (as defined in Section
2(a)(51) and related rules under the Investment Company Act).
If a legal or beneficial owner of a Security is a U.S. Person and (i) not a QIB, (ii) not a QP in relation to
Securities issued by JPMSP, (iii) not an Eligible Contract Participant ("ECP") (as defined in Section
1(a)(12) of the Commodity Exchange Act), (iv) in relation to Securities issued by JPMSP, neither (a) a
major U.S. institutional investor ("MUSIV") (as defined in Rule 15a-6(b)(4) under the U.S. Securities
Exchange Act of 1934, as amended (the "Exchange Act")) nor (b) a Qualified Offshore Client (as
defined in the General Conditions) or (v) (a) in the case of Securities which are Notes held in definitive
form or of Warrants or Certificates (in definitive or global form), has not remained in compliance with
the provisions of the relevant Investor Letter of Representations at the time of any acquisition thereof
in a transaction to or through the relevant Issuer or the Dealer and (b) in the case of Notes represented
by a Global Security, has not remained in compliance with the representations such beneficial holder is
deemed to have made, the relevant Issuer may, at its discretion, cause any such Securities to be sold or
give notice to the transferee that such Securities will be redeemed pursuant to the General Conditions
and the Programme Agreement.
For a description of certain additional restrictions on offers and sales of the Securities, on distribution
of this Offering Circular and the relevant Pricing Supplement 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 of this Offering Circular entitled "Subscription and Sale" and "Purchaser representations
and requirements and transfer restrictions" below.
The Securities, other than (i) Rule 144A Securities and (ii) Regulation S/Rule 144A Securities and
New York Law Notes being offered or sold in accordance with Rule 144A, are being offered and sold
outside the United States to non-U.S. Persons in offshore transactions in accordance with Regulation S
and may not at any time be legally or beneficially owned by any U.S. Person that is not an affiliate (as
defined in Rule 405 under the Securities Act) of the Issuer at any time.
Neither the U.S. Securities and Exchange Commission (the "SEC") nor any state securities
commission has approved or disapproved of the Securities and the Guarantees or determined
that this Offering Circular 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 JPMorgan Chase Bank, N.A. Guarantee or determined that
this Offering Circular is accurate or complete.
General restriction on distribution of this Offering Circular
The distribution of this Offering Circular and the offering or sale of the Securities in certain
jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are
required by the Issuers, the Guarantors, the Dealers and the Arranger to inform themselves about and to
observe any such restriction. The publication of this Offering Circular 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
Offering Circular and related Pricing Supplement
No person has been authorised to give any information or to make any representation other than as
contained in this Offering Circular 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 guarantor under the JPMorgan Chase Bank, N.A.
Guarantee, JPMorgan Chase & Co. as guarantor under the JPMorgan Chase & Co. Guarantee or any of
the Dealers or J.P. Morgan Securities plc as arranger (the "Arranger").

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