Obligation JPMorgan Chase 0.394% ( US48126D6F17 ) en USD

JPMorgan Chase

100 % ▲

Etas-Unis

US48126D6F17 ( en USD )

0.394% par an ( paiement semestriel )

15/08/2023 - Obligation échue

Prospectus brochure de l'obligation JP Morgan US48126D6F17 en USD 0.394%, échue

1 000 USD

1 000 000 USD

48126D6F1

A- ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

JPMorgan Chase & Co. est une société multinationale de services financiers américaine, offrant des services bancaires d'investissement, de gestion de patrimoine, de banque commerciale et de cartes de crédit à une clientèle mondiale.

L'Obligation émise par JPMorgan Chase ( Etas-Unis ) , en USD, avec le code ISIN US48126D6F17, paye un coupon de 0.394% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/08/2023

L'Obligation émise par JPMorgan Chase ( Etas-Unis ) , en USD, avec le code ISIN US48126D6F17, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par JPMorgan Chase ( Etas-Unis ) , en USD, avec le code ISIN US48126D6F17, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

http://www.sec.gov/Archives/edgar/data/19617/000089109213007134/e...
424B2 1 e55047_424b2.htm PRICING SUPPLEMENT NO. 1656
CALCULATION OF REGISTRATION FEE
Maximum Aggregate
Amount of
Title of Each Class of Securities Offered
Offering Price
Registration Fee
Notes
$1,000,000
$136.40

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Pricing supplement no. 1656
Pricing supplement to
To prospectus dated November 14, 2011,
Product supplement no. 1-II
prospectus supplement dated November 14, 2011 and
Registration Statement No. 333-177923
product supplement no. 1-II dated April 5, 2013
Dated August 12, 2013; Rule 424(b)(2)
JPMorgan Chase & Co.
$1,000,000
Floating Rate Notes Linked to 5-Year Constant Maturity Swap Rate due August 15, 2023
General
·
Unsecured and unsubordinated obligations of JPMorgan Chase & Co. maturing August 15, 2023.
·
The notes are designed for investors who seek (a) periodic interest payments that are linked to the 5-Year Constant Maturity Swap Rate as
determined on each Determination Date plus 0.05%, provided that such rate wil not be less than the Minimum Interest Rate of 0.00% per annum
or greater than the Maximum Interest Rate of 7.00% per annum, and (b) the return of their initial investment at maturity. Any payment on the
notes is subject to the credit risk of JPMorgan Chase & Co.
·
These notes have a relatively long maturity relative to other fixed income products. Longer dated notes may be more risky than shorter dated
notes. See "Selected Risk Considerations" in this pricing supplement.
·
The notes may be purchased in minimum denominations of $1,000 and in integral multiples of $1,000 thereafter.
·
The notes priced on August 12, 2013 and are expected to settle on or about August 15, 2013.
Key Terms
Payment at Maturity:
On the Maturity Date, we wil pay you the outstanding principal amount of your notes plus any accrued and
unpaid interest.
Interest:
We wil pay you interest on each Interest Payment Date based on the applicable Day Count Fraction and
subject to the Accrual Period Convention described below and in the accompanying product supplement.
Interest Periods:
The period beginning on and including the Issue Date of the notes and ending on but excluding the first
Interest Payment Date, and each successive period beginning on and including an Interest Payment Date
and ending on but excluding the next succeeding Interest Payment Date, subject to the Accrual Period
Convention described below and in the accompanying product supplement.
Interest Payment Dates:
Interest on the notes wil be payable in arrears on the 15th day of February, May, August and November of
each year, commencing on November 15, 2013, to and including the Maturity Date, subject to the Business
Day Convention and Accrual Period Convention described below and in the accompanying product
supplement.
Interest Rate:
With respect to each Interest Period, a rate per annum equal to the 5-Year CMS Rate plus 0.05%, as
determined on each applicable Determination Date, provided that such rate wil not be less than the
Minimum Interest Rate or greater than the Maximum Interest Rate.
Minimum Interest Rate:
0.00% per annum
Maximum Interest Rate:
7.00% per annum
5-Year CMS Rate:
The 5-Year Constant Maturity Swap Rate, which is the rate for U.S. dol ar swap with a designated maturity
of 5 years that appears on Reuters page "ISDAFIX1" (or any successor page) at approximately 11:00
a.m., New York City time, on the Determination Date, as determined by the calculation agent. On the
Determination Date, if the 5-Year CMS Rate cannot be determined by reference to Reuters page
"ISDAFIX1" (or any successor page), then the calculation agent wil determine the 5-Year CMS Rate in
accordance with the procedures set forth under "What is the 5-Year CMS Rate?" below.
Determination Date:
For each Interest Period, two U.S. Government Securities Business Days immediately prior to the
beginning of the applicable Interest Period.
U.S. Government Securities
Any day, other than a Saturday, Sunday or a day on which the Securities Industry and Financial Markets
Business Day:
Association ("SIFMA") recommends that the fixed income departments of its members be closed for the
entire day for purposes of trading in U.S. government securities.
Pricing Date:
August 12, 2013
Issue Date:
August 15, 2013, subject to the Business Day Convention.
Maturity Date:
August 15, 2023, subject to the Business Day Convention.
Business Day Convention:
Following
Accrual Period Convention:
Unadjusted
Day Count Fraction:
30/360
CUSIP:
48126D6F1
Investing in the notes involves a number of risks. See "Risk Factors" beginning on page PS-14 of the accompanying product supplement
no. 1-II and "Selected Risk Considerations" beginning on page PS-1 of this pricing supplement.
Neither the U.S. Securities and Exchange Commission, or SEC, nor any state securities commission has approved or disapproved of the notes or
passed upon the accuracy or the adequacy of this pricing supplement or the accompanying product supplement, prospectus supplement and
prospectus. Any representation to the contrary is a criminal offense.

Price to Public (1)(2)(3)
Fees and Commissions(1)(2)
Proceeds to Issuer
Per note
At variable prices
$4.50
$995.50
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Total
At variable prices
$4,500
$995,500
(1) The price to the public includes the estimated cost of hedging our obligations under the notes through one or more of our affiliates.
(2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Chase & Co., wil pay al of the sel ing commissions of
$4.50 per $1,000 principal amount note it receives from us to other affiliated or unaffiliated dealers. See "Plan of Distribution (Conflicts of Interest)"
beginning on page PS-43 of the accompanying product supplement no. 1-II.
(3) JPMS sold the notes in one or more negotiated transactions, at varying prices determined at the time of each sale, which were at market prices
prevailing, at prices related to such prevailing prices or at negotiated prices, provided that such prices were not less than $990.00 per $1,000
principal amount note and not more than $1,000 per $1,000 principal amount note. See "Plan of Distribution (Conflicts of Interest)" beginning on
page PS-43 of the accompanying product supplement no. 1-II.
The notes are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency,
nor are they obligations of, or guaranteed by, a bank.
August 12, 2013

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Additional Terms Specific to the Notes
You should read this pricing supplement together with the prospectus dated November 14, 2011, as supplemented by the prospectus supplement dated
November 14, 2011, relating to our Series E medium-term notes of which these notes are a part, and the more detailed information contained in
product supplement no. 1-II dated April 5, 2013. This pricing supplement, together with the documents listed below, contains the terms of the
notes, supplements the term sheet related hereto, dated August 2, 2013, and supersedes all other prior or contemporaneous oral
statements as well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures
for implementation, sample structures, fact sheets, brochures or other educational materials of ours. You should careful y consider, among
other things, the matters set forth in "Risk Factors" in the accompanying product supplement no. 1-II and "Selected Risk Considerations" below, as the
notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisers
before you invest in the notes.
You may access these documents on the SEC website at www.sec.gov as fol ows (or if such address has changed, by reviewing our filings for the
relevant date on the SEC website):
· Product supplement no. 1-II dated April 5, 2013:
http://www.sec.gov/Archives/edgar/data/19617/000089109213003066/e53030_424b2.pdf
· Prospectus supplement dated November 14, 2011: http://www.sec.gov/Archives/edgar/data/19617/000089109211007578/e46180_424b2.pdf
· Prospectus dated November 14, 2011: http://www.sec.gov/Archives/edgar/data/19617/000089109211007568/e46179_424b2.pdf
Our Central Index Key, or CIK, on the SEC website is 19617. As used in this pricing supplement, the "Company," "we," "us" or "our" refers to JPMorgan
Chase & Co.
Selected Purchase Considerations
·
PRESERVATION OF CAPITAL AT MATURITY Regardless of the performance of the 5-Year CMS Rate, we wil pay you at least 100% of the
principal amount of your notes if you hold the notes to maturity. Because the notes are our unsecured and unsubordinated obligations, payment of
any amount at maturity is subject to our ability to pay our obligations as they become due.
·
PERIODIC INTEREST PAYMENTS The notes offer periodic interest payments on each Interest Payment Date. With respect to the Interest
Periods, your notes wil pay a rate per annum equal to the 5-Year CMS Rate plus 0.05%, provided that such rate wil not be less than the Minimum
Interest Rate or greater than the Maximum Interest Rate. The yield on the notes may be less than the overal return you would receive from a
conventional debt security that you could purchase today with the same maturity as the notes.
·
TREATED AS VARIABLE RATE DEBT INSTRUMENTS You should review careful y the section entitled "Material U.S. Federal Income Tax
Consequences" in the accompanying product supplement no. 1-II. You and we agree to treat the notes as "variable rate debt instruments" for U.S.
federal income tax purposes. Assuming this characterization is respected, interest paid on the notes wil general y be taxable to you as ordinary
interest income at the time it accrues or is received in accordance with your method of accounting for U.S. federal income tax purposes. In
general, gain or loss realized on the sale, exchange or other disposition of the notes wil be capital gain or loss. Prospective purchasers are urged
to consult their own tax advisers regarding the U.S. federal income tax consequences of an investment in the notes. Purchasers who are not initial
purchasers of notes at their issue price on the issue date should consult their tax advisers with respect to the tax consequences of an investment in
the notes, and the potential application of special rules.
Subject to certain assumptions and representations received from us, the discussion in this section entitled "Treated As Variable Rate Debt
Instruments", when read in combination with the section entitled "Material U.S. Federal Income Tax Consequences" in the accompanying product
supplement, constitutes the ful opinion of Sidley Austin LLP regarding the material U.S. federal income tax treatment of owning and disposing of
the notes.
Selected Risk Considerations
·
THE NOTES ARE NOT ORDINARY DEBT SECURITIES BECAUSE THE INTEREST RATE ON THE NOTES IS VARIABLE AND MAY BE
EQUAL TO THE MINIMUM INTEREST RATE With respect to the Interest Periods, your notes wil pay a rate per annum equal to the 5-Year
CMS Rate plus 0.05%, provided that such rate wil not be less than the Minimum Interest Rate or greater than the Maximum Interest Rate.
·
THE INTEREST RATE ON THE NOTES IS BASED ON THE 5-YEAR CMS RATE OVER WHICH WE HAVE NO SUBSTANTIVE CONTROL
The amount of interest, if any, payable on the notes wil depend on a number of factors that could affect the levels of the 5-Year CMS Rate, and in
turn, could affect the value of the notes. These factors include (but are not limited to) the expected volatility of the 5-Year CMS Rate, interest and
yield rates in the market general y, the performance of capital markets, monetary policies, fiscal policies, regulatory or judicial events, inflation,
general economic conditions, and public expectations with respect to such factors. These and other factors may have a negative impact on the
Interest Rate and on the value of the notes in the secondary market. The effect that any single factor may have on the 5-Year CMS Rate may be
partial y offset by other factors. We cannot predict the factors that may cause the 5-Year CMS Rate, and consequently the Interest Rate for an
Interest Period, to increase or decrease. A decrease in the 5-Year CMS Rate wil result in a reduction of the applicable Interest Rate used to
calculate the Interest for any Interest Period.
JPMorgan Structured Investments --
PS-1
Floating Rate Notes Linked to 5-Year Constant Maturity Swap Rate

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·
THE INTEREST RATE ON THE NOTES IS SUBJECT TO THE MAXIMUM INTEREST RATE The Interest Rate for an Interest Period is
variable; however, it wil not exceed the Maximum Interest Rate set forth on the front cover of this pricing supplement, regardless of the
performance of the 5-Year CMS Rate. In other words, for an Interest Period, if the 5-Year CMS Rate plus 0.05% is greater than or equal to the
Maximum Interest Rate, your Interest Rate on the notes wil be capped at the Maximum Interest Rate.
·
VARIABLE RATE NOTES DIFFER FROM FIXED RATE NOTES The rate of interest on your notes wil be variable and determined based on the
5-Year CMS Rate plus 0.05%, provided that such rate wil not be greater than the Maximum Interest Rate or less than the Minimum Interest Rate,
which may be less than returns otherwise payable on notes issued by us with similar maturities. You should consider, among other things, the
overal potential annual percentage rate of interest to maturity of the notes as compared to other investment alternatives.
·
LONGER DATED NOTES MAY BE MORE RISKY THAN SHORTER DATED NOTES By purchasing a note with a longer tenor, you are more
exposed to fluctuations in interest rates than if you purchased a note with a shorter tenor. Specifical y, you may be negatively affected if certain
interest rate scenarios occur. The applicable discount rate, which is the prevailing rate in the market for notes of the same tenor, will likely be
higher for notes with longer tenors than if you had purchased a note with a shorter tenor. Therefore, assuming that short term rates rise, the
market value of a longer dated note wil be lower than the market value of a comparable short term note with similar terms.
·
CREDIT RISK OF JPMORGAN CHASE & CO. -- The notes are subject to the credit risk of JPMorgan Chase & Co., and our credit ratings and
credit spreads may adversely affect the market value of the notes. Investors are dependent on JPMorgan Chase & Co.'s ability to pay al amounts
due on the notes, and therefore investors are subject to our credit risk and to changes in the market's view of our creditworthiness. Any decline in
our credit ratings or increase in the credit spreads charged by the market for taking our credit risk is likely to adversely affect the value of the
notes. If we were to default on our payment obligations, you may not receive any amounts owed to you under the notes and you could lose your
entire investment.
·
POTENTIAL CONFLICTS -- We and our affiliates play a variety of roles in connection with the issuance of the notes, including acting as
calculation agent and hedging our obligations under the notes. In performing these duties, our economic interests and the economic interests of the
calculation agent and other affiliates of ours are potential y adverse to your interests as an investor in the notes. In addition, our business activities,
including hedging and trading activities for our own accounts or on behalf of customers, could cause our economic interests to be adverse to yours
and could adversely affect any payments on the notes and the value of the notes. It is possible that hedging or trading activities of ours or our
affiliates could result in substantial returns for us or our affiliates while the value of the notes declines. Please refer to "Risk Factors -- Risks
Relating to the Notes General y" in the accompanying product supplement for additional information about these risks.
·
THE 5-YEAR CMS RATE WILL BE AFFECTED BY A NUMBER OF FACTORS -- The amount of interest payable on the notes wil depend on the
5-Year CMS Rate. A number of factors can affect the 5-Year CMS Rate by causing changes in the value of the 5-Year CMS Rate including, but
not limited to:
·
changes in, or perceptions, about future 5-Year CMS Rate levels;
·
general economic conditions in the United States;
·
prevailing interest rates; and
·
policies of the Federal Reserve Board regarding interest rates.
These and other factors may have a negative impact on the payment of interest on the notes and on the value of the notes in the secondary
market.
·
THE 5-YEAR CMS RATE MAY BE VOLATILE -- The 5-Year CMS Rate is subject to volatility due to a variety of factors affecting interest rates
generally, including but not limited to:
·
sentiment regarding the U.S. and global economies;
·
expectation regarding the level of price inflation;
·
sentiment regarding credit quality in U.S. and global credit markets;
·
central bank policy regarding interest rates; and
·
performance of capital markets.
·
CERTAIN BUILT-IN COSTS ARE LIKELY TO ADVERSELY AFFECT THE VALUE OF THE NOTES PRIOR TO MATURITY -- While the payment
at maturity described in this pricing supplement is based on the ful principal amount of your notes, the original issue price of the notes includes the
agent's commission or reflects the deduction of a discount allowed to each agent and includes the estimated cost of hedging our obligations under
the notes. As a result, and as a general matter, the price, if any, at which JPMS wil be wil ing to purchase notes from you in secondary market
transactions, if at all, will likely be lower than the full principal amount and may be lower than the price at which you initial y purchased the notes
and any sale prior to the maturity date could result in a substantial loss to you. This secondary market price wil also be affected by a number of
factors aside from the agent's commission or discount and hedging costs, including those set forth under "Many Economic and Market Factors Wil
Impact the Value of the Notes" below. The notes are not designed to be short-term trading instruments. Accordingly, you should be able and wil ing
to hold your notes to maturity.
·
LACK OF LIQUIDITY -- The notes wil not be listed on any securities exchange. JPMS intends to offer to purchase the notes in the secondary
market but is not required to do so. Even if there is a secondary market, it may not provide enough liquidity to al ow you to trade or sel the notes
easily. Because other dealers are not likely to make a secondary market for the notes, the price at which you may be able to trade your notes is
likely to depend on the price, if any, at which JPMS is wil ing to buy the notes.
JPMorgan Structured Investments --
PS-2
Floating Rate Notes Linked to 5-Year Constant Maturity Swap Rate

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·
MANY ECONOMIC AND MARKET FACTORS WILL IMPACT THE VALUE OF THE NOTES -- In addition to the 5-Year CMS Rate on any day,
the value of the notes wil be affected by a number of economic and market factors that may either offset or magnify each other, including:
·
the expected volatility of the 5-Year CMS Rate;
·
the time to maturity of the notes;
·
interest and yield rates in the market general y, as wel as the volatility of those rates;
·
a variety of economic, financial, political, regulatory or judicial events; and
·
our creditworthiness, including actual or anticipated downgrades in our credit ratings.
·
VARIABLE PRICE REOFFERING RISKS -- JPMS sold the notes at market prices prevailing, at prices related to then-prevailing prices or at
negotiated prices, provided that such prices were not less than $990.00 per $1,000 principal amount note or more than $1,000 per $1,000
principal amount note. Accordingly, there is a risk that the price you pay for the notes wil be higher than the prices paid by other investors based
on the date and time you make your purchase, from whom you purchase the notes (e.g., directly from JPMS or through a broker or dealer), any
related transaction cost (e.g., any brokerage commission), whether you hold your notes in a brokerage account, a fiduciary or fee-based account
or another type of account and other market factors beyond our control.
JPMorgan Structured Investments --
PS-3
Floating Rate Notes Linked to 5-Year Constant Maturity Swap Rate

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Hypothetical Interest Rate for an Interest Period
The fol owing table il ustrates the Interest Rate determination for an Interest Period for a hypothetical range of performance of the 5-Year CMS Rate
and reflects the Minimum Interest Rate and the Maximum Interest Rate set forth on the cover of this pricing supplement. The hypothetical the 5-Year
CMS Rate and interest payments set forth in the fol owing examples are for il ustrative purposes only and may not be the actual the 5-Year CMS Rate
or interest payment applicable to a purchaser of the notes.
Hypothetical 5-Year CMS Rate
Spread
Hypothetical Interest Rate

9.00%
+
0.05%
=
7.00%*
8.00%
+
0.05%
=
7.00%*
7.00%
+
0.05%
=
7.00%*
6.00%
+
0.05%
=
6.05%
5.00%
+
0.05%
=
5.05%
4.00%
+
0.05%
=
4.05%
3.00%
+
0.05%
=
3.05%
2.00%
+
0.05%
=
2.05%
1.00%
+
0.05%
=
1.05%
0.00%
+
0.05%
=
0.05%
-1.00%
+
0.05%
=
0.00%**
-2.00%
+
0.05%
=
0.00%**
*The Interest Rate cannot be greater than the Maximum Interest Rate of 7.00% per annum.
**The Interest Rate cannot be less than the Minimum Interest Rate of 0.00% per annum.
These returns do not reflect fees or expenses that would be associated with any sale in the secondary market. If these fees and expenses were
included, the hypothetical total returns shown above would be lower.
Hypothetical Examples of Interest Rate Calculation
The fol owing examples il ustrate how the hypothetical Interest Rates set forth in the table above are calculated for a particular Interest Period,
assuming the number of calendar days in the applicable Interest Period is 90.
Example 1: With respect to a particular Interest Period, the 5-Year CMS Rate is 2.00% on the applicable Determination Date. The Interest Rate
applicable to such Interest Period is 2.05% per annum calculated as fol ows:
2.00% + 0.05%= 2.05%
The corresponding interest payment per $1,000 principal amount note is calculated as fol ows:
$1,000 × 2.05% × (90/360) = $5.13
Example 2: With respect to a particular Interest Period, the 5-Year CMS Rate is 8.00% on the applicable Determination Date. Because 5-Year
CMS Rate of 8.00% plus 0.05% exceeds the Maximum Interest Rate of 7.00% per annum, the Interest Rate is the Maximum Interest Rate of 7.00%
per annum and the interest payment per $1,000 principal amount note is calculated as fol ows:
$1,000 × 7.00% × (90/360) = $17.50
Example 3: With respect to a particular Interest Period, the 5-Year CMS Rate is -2.00% on the applicable Determination Date. Because 5-Year
CMS Rate of -2.00% plus 0.05% is less than the Minimum Interest Rate of 0.00% per annum, the Interest Rate is the Minimum Interest Rate of 0.00%
per annum and the interest payment per $1,000 principal amount note is calculated as fol ows:
$1,000 × 0.00% × (90/360) = $0.00
JPMorgan Structured Investments --
PS-4
Floating Rate Notes Linked to 5-Year Constant Maturity Swap Rate

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What is the 5-Year CMS Rate?
The 5-Year CMS Rate is the rate for U.S. dollar swap with a designated maturity of 5 years that appears on Reuters page "ISDAFIX1" (or any
successor page) at approximately 11:00 a.m., New York City time, on the Determination Date, as determined by the Calculation Agent.
On the Determination Date, if the 5-Year CMS Rate cannot be determined by reference to Reuters page "ISDAFIX1" (or any successor page), then the
Calculation Agent wil determine the 5-Year CMS Rate, as applicable, for such day on the basis of the mid-market semi-annual swap rate quotations to
the Calculation Agent provided by five leading swap dealers in the New York City interbank market (the "Reference Banks") at approximately 11:00
a.m., New York City time, on such Determination Date, and, for this purpose, the mid-market semi-annual swap rate means the mean of the bid and
offered rates for the semi-annual fixed leg, calculated on a 30/360 day count basis, of a fixed-for-floating U.S.
Dol ar interest rate swap transaction with a term equal to the applicable 5 year maturity commencing on such Determination Date and in a
Representative Amount with an acknowledged dealer of good credit in the swap market, where the floating leg, calculated on an actual/360 day count
basis, is equivalent to USD-LIBOR-BBA with a designated maturity of three months. The Calculation Agent wil request the principal New York City
office of each of the Reference Banks to provide a quotation of its rate. If at least three quotations are provided, the rate for that day wil be the
arithmetic mean of the quotations, eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the
event of equality, one of the lowest). If fewer than three quotations are provided as requested, the rate wil be determined by the Calculation Agent in
good faith and in a commercially reasonable manner. Representative Amount means, as determined by the Calculation Agent, an amount that is
representative for a single transaction in the relevant market at the relevant time.
Historical Information
The fol owing graph sets forth the weekly historical performance of the 5-Year CMS Rate from January 4, 2008 through August 9, 2013. We obtained
the rates used to construct the graph below from Bloomberg Financial Markets. We make no representation or warranty as to the accuracy or
completeness of the information obtained from Bloomberg Financial Markets.
The 5-Year CMS Rate, as it appeared on Reuters page "ISDAFIX1" on August 12, 2013 was 1.514%.
The historical rates should not be taken as an indication of future performance, and no assurance can be given as to the 5-Year CMS Rate on any
Determination Date. We cannot give you assurance that the performance of the 5-Year CMS Rate wil result in an Interest Rate for any Interest Period
that is greater than the Minimum Interest Rate.

JPMorgan Structured Investments --
PS-5
Floating Rate Notes Linked to 5-Year Constant Maturity Swap Rate

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Validity of the Notes
In the opinion of Sidley Austin LLP, as counsel to the Company, when the notes offered by this pricing supplement have been executed and issued by
the Company and authenticated by the trustee pursuant to the indenture, and delivered against payment as contemplated herein, such notes wil be
valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws
affecting creditors' rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts
of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the effect of fraudulent conveyance,
fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This opinion is given as of the date hereof and is limited to
the Federal laws of the United States, the laws of the State of New York and the General Corporation Law of the State of Delaware as in effect on the
date hereof. In addition, this opinion is subject to customary assumptions about the trustee's authorization, execution and delivery of the indenture and
the genuineness of signatures and certain factual matters, al as stated in the letter of such counsel dated November 14, 2011, which has been filed as
Exhibit 5.3 to the Company's registration statement on Form S-3 filed with the Securities and Exchange Commission on November 14, 2011.
JPMorgan Structured Investments --
PS-6
Floating Rate Notes Linked to 5-Year Constant Maturity Swap Rate
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