Obligation JPMorgan Chase & Co. 1.5% ( XS1480241469 ) en NOK

JPMorgan Chase & Co.

100 % ▼

Etats-unis

XS1480241469 ( en NOK )

1.5% par an ( paiement annuel )

03/11/2020 - Obligation échue

Prospectus brochure de l'obligation JPMorgan Chase & Co XS1480241469 en NOK 1.5%, échue

10 000 NOK

500 000 000 NOK

JPMorgan Chase & Co. est une société financière américaine multinationale offrant des services bancaires d'investissement, de gestion d'actifs, de banque commerciale et de services de cartes de crédit à des clients particuliers, des entreprises et des institutions dans le monde entier.

L'Obligation émise par JPMorgan Chase & Co. ( Etats-unis ) , en NOK, avec le code ISIN XS1480241469, paye un coupon de 1.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 03/11/2020

OFFERING CIRCULAR
30 October 2020

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

The Securities issued from time to time under this Offering Circular are derivative financial
instruments and do not constitute a participation in a collective investment scheme in the
meaning of the Swiss Federal Act on Collective Investment Schemes ("CISA"). They are neither
subject to authorisation nor supervision by the Swiss Financial Market Supervisory Authority
("FINMA"). Accordingly, investors do not benefit from the specific investor protection provided
under the CISA and are exposed to the issuer risk.
This Offering Circular has been approved on 30 October 2020 by SIX Exchange Regulation AG
as reviewing body (the "Reviewing Body") under the Swiss Financial Services Act ("FinSA")

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 Regulation (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 replaced 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 version (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 replacement version (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
Regulation (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 ..................... 8
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 ........................................................................................... 10
Provides a summary of the key information contained within this Offering Circular. It is relevant to all
Securities.
SUMMARY OF THE PROGRAMME FOR PURPOSES OF THE FINSA................................ 29
Provides a summary of the key information contained within this Offering Circular for the purposes of
the Swiss Financial Services Act.
RISK FACTORS ............................................................................................................................... 32
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 .......................................................................................................... 124
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 ................................................................. 127
Incorporates financial and other information for each Issuer. It is relevant to all Securities.
GENERAL DESCRIPTION OF THE PROGRAMME ................................................................ 137
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 ............................................................................................. 142
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 .............................................................................. 163
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 .................................................................. 176
Comprises (i) the General Conditions and (ii) the applicable Specific Product Provisions:
I.
GENERAL CONDITIONS .....................................................................................................176

Sets out the terms and conditions that apply to all Securities.

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II.
SPECIFIC PRODUCT PROVISIONS ..................................................................................292

Each of the following nine sections sets out additional terms and conditions for Securities linked
to a particular type of Reference Asset (Annexes 1-4 and 7-9) or in relation to a particular
product (Annexes 5 and 6). Only those Specific Product Provisions specified in the relevant
Pricing Supplement to be applicable will apply to an issuance series of Securities.

ANNEX 1 - SHARE LINKED PROVISIONS ..............................................................292

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 ..............................................................312

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 .................................................330

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.......................................................................346

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 .........................356

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 ..........................366

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 .................................................................375

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 .............................396

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.

ANNEX 9 BOND LINKED PROVISIONS ................................................................398

Sets out additional terms and conditions that are applicable to Bond Linked Securities. It applies
to Securities for which the relevant Pricing Supplement specifies that the Bond Linked Provisions
are applicable.
III. APPENDIX 1 - PROVISIONS REGARDING RESOLUTIONS OF HOLDERS OF
GERMAN SECURITIES ........................................................................................................408

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Sets out the provisions regarding resolutions of holders of German Securities.
IV. APPENDIX 2 USD LIBOR BENCHMARK TRANSITION EVENT APPENDIX ........413

Sets out the provisions to supplement the terms and conditions of the Securities to cater for a
benchmark transition event in respect of USD LIBOR.
V.
APPENDIX 3 SWISS PRODUCT DESCRIPTION ..........................................................417

Sets out the product descriptions which are only relevant to Swiss Public Offers.
FORM OF PRICING SUPPLEMENT ............................................................................................ 430
Provides a template for the Pricing Supplement to be used for each issuance of Securities. It is relevant
to all Securities.
USE OF PROCEEDS ........................................................................................................................ 478
Sets out the use of the proceeds from the sale of Securities. It is relevant to all Securities.
LIMITATIONS OF THE JPMORGAN CHASE BANK, N.A. GUARANTEE AND FORM OF
JPMORGAN CHASE BANK, N.A. GUARANTEE ....................................................................... 479
Sets out the limitations of the guarantee given by JPMorgan Chase Bank, N.A. in respect of Securities
issued by J.P. Morgan Structured Products B.V as well as the form of such guarantee. It is only
relevant to Securities issued by J.P. Morgan Structured Products B.V.
LIMITATIONS OF THE JPMORGAN CHASE & CO. GUARANTEE AND FORM OF
JPMORGAN CHASE & CO. GUARANTEE ................................................................................. 484
Sets out the limitations of the guarantee given by JPMorgan Chase & Co. in respect of Securities
issued by JPMorgan Chase Financial Company LLC as well as the form of such guarantee. It is only
relevant to Securities issued by JPMorgan Chase Financial Company LLC.
JPMORGAN CHASE FINANCIAL COMPANY LLC ................................................................. 489
Provides key information in relation to JPMorgan Chase Financial Company LLC.
BOOK-ENTRY CLEARING SYSTEMS ........................................................................................ 491
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 .......................................................................................................... 496
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 ............................................................................................................................... 529
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 ........................................................................................ 562
Provides an overview of certain ERISA considerations. It is relevant to all Securities.
TAXATION ....................................................................................................................................... 567
Provides an overview of certain taxation considerations relating to the Securities. It is relevant to all
Securities.
IMPORTANT LEGAL INFORMATION ....................................................................................... 654
Sets out important legal information relating to the Securities.
GENERAL INFORMATION ........................................................................................................... 656
Provides certain additional information on the Securities, the Offering Circular, the Programme and
the Issuers. It is relevant to all Securities.
`INDEX OF DEFINED TERMS ...................................................................................................... 660

vii

An index of all defined terms used in this Offering Circular.

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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 and the United Kingdom
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") or the United Kingdom (each, a "Relevant
State") will be made pursuant to an exemption under Regulation (EU) 2017/1129, as amended
(the "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 Relevant 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 a prospectus
pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to
Article 23 of the Prospectus Regulation 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, the
United Kingdom or in any other jurisdiction.
If the Pricing Supplement in respect of any Securities includes a legend entitled "Prohibition of
Sales to EEA and 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

1

Important Notices

retail investor in the EEA or 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 (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 Prospectus Regulation. Consequently, no key information
document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for
offering or selling the Securities or otherwise making them available to retail investors in the
EEA or the United Kingdom has been prepared and therefore offering or selling the Securities or
otherwise making them available to any retail investor in the EEA or the United Kingdom 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 and UK Retail Investors"
but where the Dealer 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