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JPMorgan Chase Bank, N.A. JPMorgan Chase Bank, N.A. CNY 200,000,000 5 Year Fixed Coupon Notes, due 29 August 2024 (the "Securities" or "Notes") under the Structured Products Programme for the issuance of Notes, Warrants and Certificates Issue Price: 100 per cent. of the Aggregate Nominal Amount Issue Date: 29 August 2019 This information package includes the offering circular dated 24 April 2019 (as may be supplemented from time to time) in relation to the J.P. Morgan Structured Products B.V./JPMorgan Chase Financial Company LLC/JPMorgan Chase Bank, N.A./JPMorgan Chase & Co. Structured Products Programme for the issuance of Notes, Warrants and Certificates including all documents incorporated by reference therein (the "Offering Circular") as supplemented by the pricing supplement for the Securities dated 14 August 2019 (the "Pricing Supplement", together with the Offering Circular, the "Information Package"). The Securities will be issued by JPMorgan Chase Bank, N.A. (the "Issuer"). Application will be made by the Issuer for the Securities to be listed on the Taipei Exchange (the "TPEx") in the Republic of China (the "ROC"). Effective date of listing and trading of the Securities is on or about 29 August 2019. TPEx is not responsible for the content of the Information Package and any supplement or amendment thereto and no representation is made by TPEx to the accuracy or completeness of the Information Package and any supplement or amendment thereto. TPEx expressly disclaims any and all liability for any losses arising from, or as a result of the reliance on, all or part of the contents of this Information Package and any supplement or amendment thereto. Admission to the listing and trading of the Securities on the TPEx shall not be taken as an indication of the merits of the Issuer or the Securities. The Securities have not been, and shall not be, offered or sold, directly or indirectly, in the ROC, to investors other than “professional institutional investors” as defined under Item 1, Paragraph 1, Article 2-1 of the Taipei Exchange Rules Governing Management of Foreign Currency Denominated International Bonds ("Professional Institutional Investors"). Purchasers of the Securities are not permitted to sell or otherwise dispose of the Securities except by transfer to a Professional Institutional Investor. The Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"). Subject to certain exceptions, the Securities may not be offered, sold, pledged, assigned, delivered, transferred, exchanged, exercised or redeemed within the United States or to, or for the benefit of, U.S. persons (as defined under the Securities Act), except in certain transactions exempt from the registration requirements of the Securities Act. Manager Yuanta Securities Co., Ltd.

JPMorgan Chase Bank, N.A. JPMorgan Chase Bank, N.A. CNY ... · Effective date of listing and trading of the Securities is on or about 29 August 2019. ... Offering Circular can be

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  • JPMorgan Chase Bank, N.A.

    JPMorgan Chase Bank, N.A. CNY 200,000,000 5 Year Fixed Coupon Notes, due 29 August 2024 (the "Securities" or "Notes")

    under the

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

    Issue Price: 100 per cent. of the Aggregate Nominal Amount

    Issue Date: 29 August 2019

    This information package includes the offering circular dated 24 April 2019 (as may be supplemented from time to time) in relation to the J.P. Morgan Structured Products B.V./JPMorgan Chase Financial Company LLC/JPMorgan Chase Bank, N.A./JPMorgan Chase & Co. Structured Products Programme for the issuance of Notes, Warrants and Certificates including all documents incorporated by reference therein (the "Offering Circular") as supplemented by the pricing supplement for the Securities dated 14 August 2019 (the "Pricing Supplement", together with the Offering Circular, the "Information Package"). The Securities will be issued by JPMorgan Chase Bank, N.A. (the "Issuer"). Application will be made by the Issuer for the Securities to be listed on the Taipei Exchange (the "TPEx") in the Republic of China (the "ROC"). Effective date of listing and trading of the Securities is on or about 29 August 2019. TPEx is not responsible for the content of the Information Package and any supplement or amendment thereto and no representation is made by TPEx to the accuracy or completeness of the Information Package and any supplement or amendment thereto. TPEx expressly disclaims any and all liability for any losses arising from, or as a result of the reliance on, all or part of the contents of this Information Package and any supplement or amendment thereto. Admission to the listing and trading of the Securities on the TPEx shall not be taken as an indication of the merits of the Issuer or the Securities. The Securities have not been, and shall not be, offered or sold, directly or indirectly, in the ROC, to investors other than “professional institutional investors” as defined under Item 1, Paragraph 1, Article 2-1 of the Taipei Exchange Rules Governing Management of Foreign Currency Denominated International Bonds ("Professional Institutional Investors"). Purchasers of the Securities are not permitted to sell or otherwise dispose of the Securities except by transfer to a Professional Institutional Investor. The Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"). Subject to certain exceptions, the Securities may not be offered, sold, pledged, assigned, delivered, transferred, exchanged, exercised or redeemed within the United States or to, or for the benefit of, U.S. persons (as defined under the Securities Act), except in certain transactions exempt from the registration requirements of the Securities Act.

    Manager

    Yuanta Securities Co., Ltd.

  • - 1 -

    Execution Version

    PRICING SUPPLEMENT

    MIFID II product governance / Professional investors and ECPs only target market – Solely for the

    purposes of the manufacturer’s product approval process, the target market assessment in respect of the

    Securities has led to the conclusion that: (i) the target market for the Securities is eligible counterparties and

    professional clients only, each as defined in Directive 2014/65/EU (as may be amended or replaced from time to

    time, "MiFID II"); and (ii) all channels for distribution of the Securities to eligible counterparties and

    professional clients are appropriate. Any person subsequently offering, selling or recommending the Securities

    (a "distributor") should take into consideration the manufacturer’s target market assessment; however, a

    distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the

    Securities (by either adopting or refining the manufacturer’s target market assessment) and determining

    appropriate distribution channels.

    PROHIBITION OF SALES TO EEA RETAIL INVESTORS: The Securities are not intended to be offered,

    sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail

    investor in the European Economic Area ("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 (as defined below).

    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, if the Issuer subsequently prepares and publishes a key information

    document under the PRIIPs Regulation in respect of the Securities, then the prohibition on the offering, sale or

    otherwise making available the Securities to a retail investor as described above shall no longer apply.

    Pricing Supplement dated 14 August 2019

    JPMorgan Chase Bank, N.A.

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

    (the "Programme")

    CNY 200,000,000 5 Year Fixed Coupon Notes, due 29 August 2024

    (the "Securities" or the "Notes")

    The offering circular dated 24 April 2019 and the Supplement(s) to the offering circular listed in the Annex

    hereto (as so supplemented, the "Offering Circular") (as completed and (if applicable) amended by this Pricing

    Supplement) have been prepared on the basis that any offer of Securities in any Member State of the EEA which

    has implemented the Prospectus Directive (each, a "Relevant Member State") will be made pursuant to an

    exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement

    to publish a prospectus for offers of the Securities. The expression "Prospectus Directive" means Directive

    2003/71/EC (as amended or superseded), and includes any relevant implementing measure in the Relevant

    Member State. Accordingly any person making or intending to make an offer in that Relevant Member State of

    the Securities may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to

    publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to

    Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any Dealer

    has authorised, nor do they authorise, the making of any offer of Securities in any other circumstances.

  • - 2 -

    The Securities will not be offered, sold or otherwise distributed in or from Switzerland and neither this Pricing

    Supplement nor any other document relating to the Securities may be distributed in or from Switzerland in

    connection with any such offering or distribution, except to individually selected qualified investors within the

    meaning of, and in accordance with, the Swiss Federal Act on Collective Investment Schemes.

    The Securities have not been, and shall not be, offered or sold, directly or indirectly, in the Republic of China

    ("ROC"), to investors other than "professional institutional investors" as defined under Item 1, Paragraph 1,

    Article 2-1 of the Taipei Exchange Rules Governing Management of Foreign Currency Denominated

    International Bonds ("Professional Institutional Investors"). Purchasers of the Securities are not permitted to

    sell or otherwise dispose of the Securities except by transfer to a Professional Institutional Investor.

    If you purchase the Securities described in this Pricing Supplement after the date hereof, you should

    review the most recent restatement (if any) of the 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 on which to base your investment decision (note that the terms and conditions of the Securities will

    remain as described in this Pricing Supplement and the version of the Offering Circular described above,

    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).

    Taipei Exchange ("TPEx") is not responsible for the content of this Pricing Supplement and the Offering

    Circular and any supplement or amendment thereto and no representation is made by TPEx to the accuracy or

    completeness of this Pricing Supplement and the Offering Circular and any supplement or amendment thereto.

    TPEx expressly disclaims any and all liability for any losses arising from, or as a result of the reliance on, all or

    part of the contents of this Pricing Supplement and the Offering Circular and any supplement or amendment

    thereto. Admission to the listing and trading of the Securities on the TPEx shall not be taken as an indication of

    the merits of the Issuer or the Securities.

    RISK FACTORS

    Purchase of these Securities involves substantial risks

    Investors should ensure that they understand the nature of the risks posed by, and the extent of their exposure

    under, the Securities. Investors should make all pertinent inquiries they deem necessary without relying on the

    Issuer or the Dealer. Investors should consider the suitability of the Securities as an investment in light of their

    own circumstances, investment objectives, tax position and financial condition. Investors should consider

    carefully all the information set forth in this Pricing Supplement along with all the information set forth in the

    Offering Circular. Investors should pay particular attention to the section entitled "Risk Factors" in the Offering

    Circular (pages 30 to 115 inclusive).

    The Securities are denominated in Chinese Renminbi

    Chinese Renminbi, is not freely convertible at present. The government of the People's Republic of China

    continues to regulate conversion between Offshore CNY (as defined below) and foreign currencies despite the

    significant reduction over the years by such government of its control over routine foreign exchange transactions

    conducted through current accounts. The People's Bank of China ("PBOC") has established a clearing and

    settlement system pursuant to the Settlement Agreement on the Clearing of CNY Business between PBOC and

    Bank of China (Hong Kong) Limited. However, the current size of Offshore CNY and Offshore CNY

    denominated financial assets in Hong Kong is limited, and its growth is subject to many constraints imposed by

    the laws and regulations of the People's Republic of China on foreign exchange. There can be no assurance that

    access to Offshore CNY funds for the purposes of making payments under the Securities or generally will

    remain available or will not become restricted. The value of Offshore CNY against foreign currencies fluctuates

    and is affected by changes in the People's Republic of China and international political and economic conditions

  • - 3 -

    and by many other factors. As a result, foreign exchange fluctuations between a purchaser's home currency and

    Offshore CNY may affect purchasers who intend to convert gains or losses from the sale or redemption of the

    Securities into their home currency. Developments and the perception of risks in other countries, especially

    emerging market countries, may adversely affect the USD/Offshore CNY exchange rate.

    Holders of beneficial interests in securities denominated in Chinese Renminbi may be required to provide

    certifications and other information (including Chinese Renminbi account information) in order to receive

    payments in Chinese Renminbi in accordance with the Chinese Renminbi clearing and settlement system for

    participating banks in Hong Kong. Payments in Offshore CNY will only be made to investors by transfer to a

    bank account denominated in CNY/Offshore CNY and maintained in accordance with applicable laws and

    regulations in Hong Kong.

    There is only limited availability of Chinese Renminbi outside the People’s Republic of China, which may

    affect the liquidity of the Securities and the Issuer’s ability to and the terms at which it is able to source Chinese

    Renminbi outside the People’s Republic of China to service the Securities.

    If any amount payable under the Securities is in Offshore CNY and the Calculation Agent has determined that

    an event has occurred that negatively affects the liquidity, convertibility or transferability of Offshore CNY in

    the general Offshore CNY exchange market in Hong Kong, then the Issuer's obligations to pay amounts under

    the Securities in Offshore CNY may be replaced with the obligation to pay such amounts in U.S. Dollars.

    Holder Acknowledgments

    Each Holder shall be deemed, by its purchase of any Security or its acceptance of transfer of any Security to

    such Holder, to acknowledge and agree in favour of the Issuer that:

    (a) all payments in Offshore CNY will be made solely by transfer to an Offshore CNY bank account

    maintained in accordance with applicable laws and regulations at a bank in Hong Kong;

    (b) Offshore CNY is not a freely convertible currency;

    (c) there can be no assurance that access to Offshore CNY funds for the purposes of payments in relation to

    the Securities or generally may not remain or become restricted; and

    (d) only the Calculation Agent will determine in good faith whether an Offshore CNY Disruption Event,

    currency disruption or other similar event has occurred and any applicable fallback in relation to the

    Securities.

    Unregulated Securities: The Securities do not constitute a participation in a collective investment scheme

    within the meaning of the Swiss Federal Act on Collective Investment Schemes and are not subject to

    supervision by the Swiss Financial Market Supervisory Authority ("FINMA")

    None of the Securities constitutes a participation in a collective investment scheme within the meaning of the

    Swiss Federal Act on Collective Investment Schemes and none of the Securities is subject to approval,

    registration or supervision by FINMA or any other regulatory authority in Switzerland. Accordingly, investors

    do not have the benefit of the specific investor protection provided under the Swiss Federal Act on Collective

    Investment Schemes and are exposed to the credit risk of the Issuer.

    PART A – CONTRACTUAL TERMS

    Terms used herein shall be deemed to be defined as such for the purposes of the General Conditions and the

    Specific Product Provisions (as may be amended and/or supplemented up to, and including, 29 August 2019) set

    forth in the Offering Circular. Full information on the Issuer and the offer of the Securities is only available on

    the basis of the combination of this Pricing Supplement and the Offering Circular (including all documents

  • - 4 -

    incorporated by reference). The Offering Circular (including all documents incorporated by reference) is

    available from The Bank of New York Mellon S.A./N.V., Luxembourg Branch, at Vertigo Building, Polaris, 2-4

    rue Eugène Ruppert, L-2453, Luxembourg, and The Bank of New York Mellon S.A./ N.V., at Dublin Branch,

    Riverside 2, Sir John Rogerson's Quay, Grand Canal Dock, Dublin 2, Ireland.

    1. (i) Issuer: JPMorgan Chase Bank, N.A.

    2. (i) Series Number: 2016-8012

    (ii) Tranche Number: One

    3. Specified Currency or Currencies: Chinese Renminbi deliverable to a bank account in the

    Hong Kong Special Administrative Region of the

    People's Republic of China ("Hong Kong") maintained

    in accordance with the prevailing laws and regulations

    ("CNY" or "Offshore CNY")

    4. Notes, Warrants or Certificates: Notes

    5. Aggregate Nominal Amount:

    (i) Series: Offshore CNY 200,000,000 (200 Securities, each of the

    Specified Denomination)

    (ii) Tranche: Offshore CNY 200,000,000 (200 Securities, each of the

    Specified Denomination)

    6. Issue Price: 100 per cent. of the Aggregate Nominal Amount

    The Issue Price specified above may be more than the

    market value of the Securities as at the Issue Date, and

    the price, if any, at which the Dealer or any other

    person is willing to purchase the Securities in

    secondary market transactions is likely to be lower than

    the Issue Price. In particular, where permitted by

    applicable law and subject to any additional ex ante

    cost disclosure required by such, the Issue Price may

    take into account amounts with respect to commissions

    relating to the issue and sale of the Securities as well as

    amounts relating to the hedging of the Issuer's

    obligations under the Securities and secondary market

    prices may exclude such amounts.

    If any commissions or fees relating to the issue and sale

    of the Securities have been paid or are payable by the

    Dealer to an intermediary, then such intermediary may

    be obliged to fully disclose to its clients the existence,

    nature and amount of any such commissions or fees

    (including, if applicable, by way of discount) as

    required in accordance with laws and regulations

    applicable to such intermediary, including any

    legislation, regulation and/or rule implementing the

    Markets in Financial Instruments Directive (Directive

  • - 5 -

    2014/65/EU, as may be amended or replaced from time

    to time), or as otherwise may apply in any non-EEA

    jurisdictions

    Investors in the Securities intending to invest in

    Securities through an intermediary (including by way

    of introducing broker) should request details of any

    such commission or fee payment from such

    intermediary before making any purchase hereof

    (i) Specified Denomination: Offshore CNY 1,000,000

    For the avoidance of doubt, the Specified

    Denomination of the Note may not be sub-divided

    throughout the tenor of the Note

    (ii) Trading in Units (Notes): Not Applicable

    (iii) Minimum trading size: The Securities may only be traded in a minimum initial

    amount of one Security (corresponding to a nominal

    amount of Offshore CNY 1,000,000) and, thereafter, in

    multiples of one Security (corresponding to a nominal

    amount of Offshore CNY 1,000,000)

    7. Issue Date: 29 August 2019

    8. Maturity Date: 29 August 2024, subject to adjustment in accordance

    with the Following Business Day Convention

    PROVISIONS APPLICABLE TO NOTES

    PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

    9. Interest Commencement Date: 29 August 2019

    10. Fixed Rate Note Provisions: Applicable

    (i) Rate of Interest: 3.45 per cent. per annum (3.45% p.a.) payable annually

    in arrear (subject as provided in (iii) below)

    (ii) Interest Payment Date(s): The 29th day of August in each calendar year from, and

    including, 29 August 2020 to, and including, the earlier

    of (i) the Optional Redemption Date in respect of which

    the Call Option is exercised (if any), and (ii) the

    Maturity Date, in each case, subject to adjustment, for

    payment purposes only, in accordance with the

    Following Business Day Convention

    (iii) Fixed Coupon Amount: In respect of each Interest Payment Date, Offshore

    CNY 34,500 per Offshore CNY 1,000,000 in nominal

    amount (for the avoidance of doubt, the amount of

    interest payable on each Interest Payment Date shall be

    the Fixed Coupon Amount)

  • - 6 -

    (iv) Broken Amount(s): Not Applicable

    (v) Day Count Fraction (General

    Condition 4.1):

    30/360, unadjusted

    (vi) Interest Determination Date(s): Not Applicable

    (vii) Other terms relating to the method of

    calculating interest for Fixed Rate

    Notes:

    Not Applicable

    11. Floating Rate Provisions: Not Applicable

    12. Zero Coupon Note Provisions: Not Applicable

    13. Variable Linked Interest Provisions: Not Applicable

    14. Dual Currency Note Provisions: Not Applicable

    PROVISIONS RELATING TO REDEMPTION OF NOTES

    15. Call Option: Applicable

    (i) Optional Redemption Date(s): 29 August 2022 and 29 August 2023

    (ii) Optional Redemption Amount(s) and

    method, if any, of calculation of such

    amount(s):

    In respect of each Note of the Specified Denomination

    and the relevant Optional Redemption Date, Offshore

    CNY 1,000,000 per Note of the Specified

    Denomination

    (iii) If redeemable in part: Not Applicable

    (a) Minimum nominal amount to be

    redeemed:

    Not Applicable

    (b) Maximum nominal amount to

    be redeemed:

    Not Applicable

    (iv) Description of any other Issuer's

    option:

    Not Applicable

    (v) Notice period (if other than as set out

    in General Condition 5.1):

    The Issuer may, on giving not less than five (5)

    Business Days' irrevocable notice (there shall be no

    maximum notice period) to the Holders in accordance

    with General Condition 27 (Notices), redeem all of the

    Notes on any Optional Redemption Date

    The first sentence of General Condition 5.1

    (Redemption at the Option of the Issuer) shall be

    amended accordingly

    16. Put Option: Not Applicable

    17. Final Redemption Amount: Offshore CNY 1,000,000 per Note of the Specified

    Denomination

  • - 7 -

    18. Early Payment Amount: Early Payment Amount 2 is applicable

    19. Credit Linked Note Provisions: Not Applicable

    20. Details relating to Instalment Notes: Not Applicable

    21. Details relating to Partly Paid Notes:

    amount of each payment comprising the

    Issue Price and date on which each

    payment is to be made and consequences (if

    any) of failure to pay, including any right

    of the Issuer to forfeit the Notes and

    interest due on late payment:

    Not Applicable

    PROVISIONS APPLICABLE TO WARRANTS

    Paragraphs 22-34 are intentionally deleted

    PROVISIONS APPLICABLE TO CERTIFICATES

    Paragraphs 35-42 are intentionally deleted

    SPECIFIC PRODUCT PROVISIONS APPLICABLE TO THE SECURITIES

    SHARE LINKED PROVISIONS

    43. Share Linked Provisions: Not Applicable

    INDEX LINKED PROVISIONS

    44. Index Linked Provisions: Not Applicable

    COMMODITY LINKED PROVISIONS

    45. Commodity Linked Provisions: Not Applicable

    FX LINKED PROVISIONS

    46. FX Linked Provisions: Not Applicable

    FUND LINKED PROVISIONS

    47. Fund Linked Provisions: Not Applicable

    MARKET ACCESS PARTICIPATION PROVISIONS

    48. Market Access Participation Provisions: Not Applicable

    LOW EXERCISE PRICE WARRANT PROVISIONS

    49. Low Exercise Price Warrant Provisions: Not Applicable

    ADDITIONAL RATES FALLBACK PROVISIONS

    50. Additional Rates Fallback Provisions: Not Applicable

  • - 8 -

    GENERAL PROVISIONS APPLICABLE TO THE SECURITIES

    51. New Safekeeping Structure (in respect of

    Registered Notes) or New Global Note (in

    respect of Bearer Notes):

    Not Applicable

    52. Form of Securities: Registered Securities

    (i) Temporary or Permanent Bearer

    Global Security / Registered Global

    Security:

    Temporary Registered Global Security which is

    exchangeable for a Permanent Registered Global

    Security, each of which is exchangeable for Registered

    Definitive Securities (i) automatically in the limited

    circumstances specified in the relevant Registered

    Global Security or (ii) in the case of a Permanent

    Registered Global Security only, at any time at the

    option of the Issuer by giving notice to the Holders and

    the Registrar of its intention to effect such exchange on

    the terms as set forth in the relevant Permanent

    Registered Global Security

    (ii) Are the Notes to be issued in the form

    of obligations under French law?

    No

    (iii) Name of French Registration Agent: Not Applicable

    (iv) Representation of Holders of Notes/

    Masse:

    Not Applicable

    (v) Regulation S/Rule 144A Securities: Not Applicable

    53. Record Date: As set out in the General Conditions

    54. Additional Financial Centre(s) (General

    Condition 12.2) or other special provisions

    relating to payment dates:

    Taipei, London and New York (and, for the avoidance

    of doubt, Hong Kong)

    55. Payment Disruption Event (General

    Condition 13):

    General Condition 13 (Payment Disruption) shall not

    apply, and the provisions of paragraph 1 (Offshore CNY

    Payment Disruption) of Part C shall apply

    Relevant Currency: Not Applicable

    56. Extraordinary Hedge Disruption Event

    (General Condition 17):

    (i) Extraordinary Hedge Sanctions Event: Not Applicable

    (ii) Extraordinary Hedge Bail-in Event: Not Applicable

    (iii) Extraordinary Hedge Currency

    Disruption Event:

    Not Applicable

    57. Early Redemption for Tax on Underlying

    Hedge Transactions (General Condition

    Not Applicable

  • - 9 -

    18.4(b)):

    58. Disruption Event (General Condition 19): Not Applicable

    (i) Change in Law (Hedge): Not Applicable

    (ii) Hedging Disruption: Not Applicable

    59. Physical Settlement: Not Applicable

    60. Calculation Agent: J.P. Morgan Securities plc

    61. Redenomination, renominalisation and

    reconventioning provisions:

    Not Applicable

    62. Gross Up (General Condition 18): Not Applicable

    871(m) Securities: Section 871(m) and the regulations promulgated

    thereunder will not apply to the Securities

    63. Rounding: General Condition 23 applies

    64. Other terms or special conditions: Applicable – see Part C below

    DISTRIBUTION

    65. If non-syndicated, name and address of

    Dealer:

    The Notes will be subscribed from the Issuer by Yuanta

    Securities Co., Ltd. (the "Lead Manager") pursuant to

    an underwriting agreement ("Underwriting

    Agreement") between the Issuer and the Manager

    dated 14 August 2019. The Amended and Restated

    Programme Agreement dated 24 April 2019 under the

    Programme shall not apply to the offer and sale of the

    Notes

    66. Stabilising Manager(s) (if any): Not Applicable

    67. Total commission and concession: See paragraph 6

    68. U.S. selling restrictions: Regulation S

    ERISA Restrictions for all Securities (including

    Rule 144A Securities and Securities subject to

    Regulation S)

    The Securities may not be acquired except subject to

    certain restrictions by, on behalf of, or with the assets

    of any plans subject to ERISA or Section 4975 of the

    U.S. Internal Revenue Code, as amended, subject to

    certain restrictions. See "Subscription and Sale –

    United States" and "Purchaser representations and

    requirements and transfer restrictions – ERISA

    Legends and ERISA Restrictions – (a) JPMorgan

    Chase Bank, N.A. or JPMorgan Chase & Co. issued

  • - 10 -

    Securities" in the Offering Circular

    69. ECI Holder Restrictions: Not Applicable

    70. Additional Selling Restrictions: As specified in the third paragraph below the Securities

    title on the cover page of this Pricing Supplement

    71. Swiss Distribution: No

    72. Prohibition of Sales to EEA Retail

    Investors:

    Applicable

    GENERAL

    73. The aggregate principal amount of Notes

    issued has been translated into U.S. dollars at

    the rate of Offshore CNY 1,000,000 = U.S.$

    6.8929, producing a sum of (for Notes not

    denominated in U.S. dollars):

    U.S.$ 29,015,153

    PURPOSE OF PRICING SUPPLEMENT

    This Pricing Supplement comprises the pricing supplement required for the issue of the Securities described

    herein pursuant to the Structured Products Programme for the issuance of Notes, Warrants and Certificates of

    JPMorgan Chase Financial Company LLC, J.P. Morgan Structured Products B.V., JPMorgan Chase Bank, N.A.

    and JPMorgan Chase & Co.

    GOVERNING LAW AND JURISDICTION

    Securities: English Law / Courts of England

  • - 12 -

    PART B – OTHER INFORMATION

    LISTING AND ADMISSION TO TRADING

    Application will be made by the Issuer (or on its behalf) for the Securities to be admitted to listing and trading

    on the Taipei Exchange in the Republic of China ("TPEx"). The effective date of the listing of the Securities is

    expected to be on or about the Issue Date.

    TPEx is not responsible for the content of this Pricing Supplement and the Offering Circular and any

    supplement or amendment thereto and no representation is made by TPEx to the accuracy or completeness of

    this Pricing Supplement and the Offering Circular and any supplement or amendment thereto. TPEx expressly

    disclaims any and all liability for any losses arising from, or as a result of the reliance on, all or part of the

    contents of this Pricing Supplement and the Offering Circular and any supplement or amendment thereto.

    Admission to the listing and trading of the Securities on the TPEx shall not be taken as an indication of the

    merits of the Issuer or the Securities.

    RATINGS Not Applicable

    INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

    Save as discussed in the section of the Offering Circular entitled "Subscription and Sale", so far as the Issuer is

    aware, no person involved in the issue of the Securities has an interest material to the issue.

    REASONS FOR THE ISSUE AND ESTIMATED NET PROCEEDS

    (i) Reasons for the issue: Not Applicable

    (ii) Estimated net proceeds: Not Applicable

    POST-ISSUANCE INFORMATION

    The Issuer will not provide any post-issuance information, unless required to do so by applicable law or

    regulation.

    OPERATIONAL INFORMATION

    Intended to be held in a manner which would allow

    Eurosystem eligibility:

    No

    ISIN: XS1451012048

    Common Code: 145101204

    Relevant Clearing System(s) and the relevant

    identification number(s):

    Euroclear/Clearstream, Luxembourg

    Delivery: Delivery against payment

    The Agents appointed in respect of the Securities are: As set out in the Agency Agreement

    Registrar: The Bank of New York Mellon S.A./N.V.,

    Luxembourg Branch

  • - 13 -

    PART C – OTHER APPLICABLE TERMS

    1. Offshore CNY Payment Disruption

    1.1 Notice of Offshore CNY Disruption Event

    In the event that the Calculation Agent, at any time and from time to time, determines in its reasonable

    discretion that an Offshore CNY Disruption Event has occurred or is likely to occur, then the Calculation

    Agent shall as soon as practicable notify the Holders of the Securities of the occurrence of an Offshore

    CNY Disruption Event in accordance with General Condition 27 (Notices).

    1.2 Consequences of Offshore CNY Disruption Event

    If an Offshore CNY Disruption Event in relation to the Securities, as determined by the Calculation

    Agent in its reasonable discretion, occurs on or prior to any date on which a payment is scheduled to be

    made under the Securities and such Offshore CNY Disruption Event is continuing on such date, the

    following disruption fallbacks will apply in the following order:

    (a) "Settlement Postponement" means that the payment of any Offshore CNY amount payable by

    the Issuer shall be postponed to the second Business Day (as defined in the General Conditions)

    after the date on which the Offshore CNY Disruption Event ceases to exist, unless that Offshore

    CNY Disruption Event continues to exist for 14 consecutive calendar days from the original date

    that, but for the occurrence of such Offshore CNY Disruption Event, would have been the date for

    such payments (which payment date may be, but is not limited to, an Interest Payment Date (if

    any) or the Maturity Date). In that case, Non-Deliverable Substitute (as described in paragraph (b)

    below) shall apply on the day immediately following the lapse of such 14 calendar day period

    (such immediately following day being the "Scheduled Valuation Date").

    (b) "Non-Deliverable Substitute" means that the relevant payment obligations under the Securities

    shall be replaced by an obligation to pay an amount that would be due as if settlement were Non-

    Deliverable (as defined below) with:

    (i) Offshore CNY being the "Reference Currency";

    (ii) United States dollar ("USD") being the "Settlement Currency"; and

    (iii) the spot foreign exchange rate which is the Offshore CNY/USD official fixing rate,

    expressed as the amount of Offshore CNY per one USD for settlement in two Business

    Days reported by the Treasury Markets Association which appears on Reuters page

    at approximately 11:30 a.m., Hong Kong time determined in respect of the

    Valuation Date being the "Settlement Rate", subject to the provisions of paragraph 2

    (Disruption Fallbacks for Settlement Rate).

    "Non-Deliverable" settlement means that, in respect of any payment date (including but not

    limited to the Maturity Date and an Interest Payment Date (if any)) on which an Offshore CNY

    Disruption Event has occurred and is continuing and Non-Deliverable Substitute is applicable, the

    payment of any amount due in Offshore CNY under the Securities on such payment date shall be

    converted using the Settlement Rate and settled in the Settlement Currency on the relevant Non-

    Deliverable Substitute Settlement Date, and in respect of such amount payable to the Holders

    under the Securities, the payment shall also be paid to the relevant Holder's account in Hong

    Kong.

    2. Disruption Fallbacks for Settlement Rate

  • - 14 -

    If a Price Source Disruption has occurred and is continuing on the day that is the Valuation Date (or, if

    different, the day on which rates for that Valuation Date would, in the ordinary course, be published or

    announced by the relevant price source), then the Settlement Rate shall be determined in accordance with

    the disruption fallbacks in the following order:

    (a) "Valuation Postponement for Price Source Disruption" or "Valuation Postponement" means,

    in the event that the Settlement Rate is not available on or before the first Business Day (or day

    that would have been a Business Day but for an Unscheduled Holiday) succeeding the day on

    which the Price Source Disruption occurs, the Settlement Rate will be determined in accordance

    with Fallback Reference Price (as defined below) on such day.

    (b) "Fallback Reference Price" means, in respect of a Valuation Date, the Calculation Agent shall in

    good faith select five leading dealers in total in the general CNY exchange market outside

    Mainland China, comprising dealer(s) who are active in the general CNY exchange market in

    respect of each Offshore CNY Center, to provide quotes in relation to the Settlement Rate. If five

    quotes of the Settlement Rate are provided as requested, the Settlement Rate will be calculated by

    eliminating the highest and lowest quotes and taking the arithmetic mean of the remaining quotes.

    If at least three, but fewer than five quotations are provided, the Settlement Rate will be the

    arithmetic mean of the quotations. If fewer than three quotations are provided as requested, the

    Settlement Rate shall be determined by way of Fallback Reference Price Postponement and

    Calculation Agent Determination of Settlement Rate (as defined below) in accordance with terms

    below.

    (c) "Fallback Reference Price Postponement and Calculation Agent Determination of

    Settlement Rate" means, in the event that the Fallback Reference Price is not available on or

    before the third Business Day (or a day that would have been a Business Day but for an

    Unscheduled Holiday) succeeding the end of either (i) Valuation Postponement for Price Source

    Disruption, (ii) Deferral Period for Unscheduled Holiday, or (iii) Cumulative Events, then the

    Calculation Agent will determine the Settlement Rate (or a method for determining the Settlement

    Rate), taking into consideration all available information that in good faith it deems relevant. For

    the avoidance of doubt, Cumulative Events, if applicable, does not preclude postponement of

    valuation in accordance with this provision.

    For these purposes, "Cumulative Events" means, notwithstanding anything herein to the contrary, in no

    event shall the total number of consecutive calendar days during which either (i) valuation is deferred

    due to an Unscheduled Holiday, or (ii) a Valuation Postponement shall occur (or any combination of (i)

    and (ii)), exceed 14 consecutive calendar days in the aggregate. Accordingly, (x) if, upon the lapse of

    any such consecutive calendar day period, an Unscheduled Holiday shall have occurred or be continuing

    on the day following such period that otherwise would have been a Business Day, then such day shall be

    deemed to be a Valuation Date, and (y) if, upon the lapse of any such consecutive calendar day period, a

    Price Source Disruption shall have occurred or be continuing on the day following such period, then

    Valuation Postponement shall not apply and the Settlement Rate shall be determined in accordance with

    the next disruption fallback.

    3. Definitions

    The following words and expressions shall have the following meanings:

    "Business Day", for the purposes of paragraph 1.2(b) and paragraph 2 and the definitions of "Valuation

    Date" and "Unscheduled Holiday" herein, means, unless otherwise specified, a day on which commercial

    banks are open (or, but for the occurrence of any Price Source Disruption, would have been open) for

  • - 15 -

    business (including dealings in foreign exchange in accordance with the market practice of the foreign

    exchange market) in Hong Kong.

    "Governmental Authority" means any de facto or de jure government (or any agency or instrumentality

    thereof), court, tribunal, administrative or other governmental authority or any other entity (private or

    public) charged with the regulation of the financial markets (including the central bank) of Mainland

    China and/or Hong Kong.

    "Mainland China" means the People’s Republic of China (excluding Hong Kong, Macau and Taiwan).

    "Non-Deliverable Substitute Settlement Date" means any payment date determined pursuant to the

    terms herein, subject to adjustment if the Scheduled Valuation Date is adjusted in accordance with the

    Following Business Day Convention or if Valuation Postponement applies, and in each such case, the

    Non-Deliverable Substitute Settlement Date shall be as soon as practicable, but in no event later than two

    Business Days (as defined in the General Conditions) after the date on which the Settlement Rate is

    determined.

    "Offshore CNY Center" means Hong Kong.

    "Offshore CNY Disruption Event" means any of the following:

    (i) Offshore CNY Illiquidity;

    (ii) Offshore CNY Inconvertibility; or

    (iii) Offshore CNY Non-Transferability.

    "Offshore CNY Illiquidity" means the occurrence of any event that makes it impossible (where it had

    previously been possible) for the Issuer to obtain a firm quote of an offer price in respect of an amount in

    Offshore CNY equal to the Final Redemption Amount, Optional Redemption Amount, Early Payment

    Amount, any redemption amount, Fixed Coupon Amount, interest amount or any other amount to be paid

    under the Securities on the relevant payment date (the "Relevant Disrupted Amount"), either in one

    transaction or a commercially reasonable number of transactions that, when taken together, is no less

    than such Relevant Disrupted Amount, in the general Offshore CNY exchange market in Hong Kong in

    order to perform its obligations under the Securities. For the avoidance of doubt, the inability for the

    Issuer to obtain such firm quote solely due to issues relating to its creditworthiness shall not constitute an

    Offshore CNY Illiquidity.

    "Offshore CNY Inconvertibility" means the occurrence of any event that makes it impossible (where it

    had previously been possible) for the Issuer to convert any amount of Offshore CNY no less than the

    Relevant Disrupted Amount into or from USD in the general Offshore CNY exchange market in Hong

    Kong, other than where such impossibility is due solely to the failure of the Issuer to comply with any

    law, rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation is

    enacted after the Issue Date and it is impossible for such party, due to an event beyond its control, to

    comply with such law, rule or regulation). For the avoidance of doubt, the inability for the Issuer to

    convert Offshore CNY solely due to issues relating to its creditworthiness shall not constitute an

    Offshore CNY Inconvertibility.

    "Offshore CNY Non-Transferability" means the occurrence of any event that makes it impossible

    (where it had previously been possible) for the Issuer to transfer Offshore CNY (A) between accounts

    inside Hong Kong; (B) from an account inside Hong Kong to an account outside Hong Kong and outside

    Mainland China or (C) from an account outside Hong Kong and outside Mainland China to an account

    inside Hong Kong, other than where such impossibility is due solely to the failure of the Issuer to comply

  • - 16 -

    with any law, rule or regulation enacted by any Governmental Authority (unless such law, rule or

    regulation is enacted after the Issue Date and it is impossible for such party, due to an event beyond its

    control, to comply with such law, rule or regulation). For the purpose of this definition of "Offshore CNY

    Non-Transferability" only, a segregated Chinese Renminbi fiduciary cash account with the People’s

    Bank of China and operated by Bank of China (Hong Kong) Limited shall be deemed to be an account

    inside Hong Kong.

    "Price Source Disruption" means it becomes impossible to obtain the Settlement Rate on the Valuation

    Date (or, if different, the day on which rates for that Valuation Date would, in the ordinary course, be

    published or announced by the relevant price source).

    "Valuation Date" means the Scheduled Valuation Date, subject to adjustment in accordance with the

    Preceding Business Day Convention; provided however, that in the event of an Unscheduled Holiday,

    subject to adjustment in accordance with the Following Business Day Convention.

    In the event the Scheduled Valuation Date becomes subject to the Following Business Day Convention

    after the occurrence of an Unscheduled Holiday, and if the Valuation Date has not occurred on or before

    14 consecutive calendar days after the Scheduled Valuation Date (any such period being a "Deferral

    Period"), then the next day after the Deferral Period that would have been a Business Day but for the

    Unscheduled Holiday shall be deemed to be the Valuation Date ("Deferral Period for Unscheduled

    Holiday").

    "Unscheduled Holiday" means a day that is not a Business Day and the market was not aware of such

    fact (by means of a public announcement or by reference to other publicly available information) until a

    time later than 9:00 a.m. local time in Hong Kong two Business Days prior to the Scheduled Valuation

    Date.

    For the avoidance of doubt, reference to "general Offshore CNY exchange market in Hong Kong" in

    the definitions of "Offshore CNY Illiquidity" and "Offshore CNY Inconvertibility" refers to purchase,

    sale, lending or borrowing of Offshore CNY for general purpose (including, but not limited to, funding),

    and therefore any purchase or sale of Offshore CNY where such Offshore CNY is required by relevant

    laws or regulations for settlement of any cross-border trade transaction with any entity in Mainland

    China, or any purchase or sale of Offshore CNY for personal customers residing in Hong Kong, would

    not be a purchase or a sale made in such general Offshore CNY exchange market in Hong Kong.

  • - 17 -

    ADDITIONAL TAX INFORMATION

    ROC Taxation

    The following summary of certain taxation provisions under ROC law is based on current law and practice and

    the fact that the Notes will be issued, offered, sold and re-sold to professional investors (including ROC

    individuals and institutions) as defined under Article 2-1 of the GreTai Securities Market Rules Governing

    Management of Foreign Currency Denominated International Bonds only. (The professional ROC individual

    investors and the professional ROC institutional investors that hold the Notes are referred to as "ROC

    Individual Holders" and "ROC Institutional Holders" respectively and jointly as "ROC Holders".) It does not

    purport to be comprehensive and does not constitute legal or tax advice. Investors (particularly those subject to

    special tax rules, such as banks, securities firms, insurance companies and tax-exempt entities) should consult

    with their own tax advisers regarding the tax consequences of an investment in the Notes.

    Interest on the Notes

    As the Issuer is not an ROC statutory tax withholder, there is no ROC withholding tax on the interest to be paid

    on the Notes.

    ROC Individual Holders will not be subject to ROC income tax on the interest receivable from the Notes,

    because ROC income tax is levied on individuals' ROC-sourced income only, and said interest is not ROC-

    sourced income. However, such holders must include the interest in calculating their basic income for the

    purpose of calculating their alternative minimum tax ("AMT"), unless the aggregate sum of the interest and

    other non-ROC-sourced income received by such holders and the person(s) who is(are) required to jointly file

    the tax return in a calendar year is below NT$1 million (approx. US$33,000). If the amount of the AMT

    exceeds the annual income tax calculated pursuant to the ROC AMT Act, the excess becomes such holder’s

    AMT payable.

    ROC Institutional Holders must include the interest receivable under the Notes as part of their taxable income

    and pay income tax at a flat rate of 20 per cent (however, ROC Institutional Holders with less than NT$120,000

    of taxable income in a fiscal year are exempt from corporate income tax, and those with less than NT$500,000

    of taxable income in 2019 are subject to corporate income tax at a rate of 19 per cent), as they are subject to

    income tax on their worldwide income at accrual basis. The AMT is not applicable.

    Sale of the Notes

    In general, the sale of corporate bonds or financial bonds is subject to 0.1 per cent. securities transaction tax

    ("STT") on the transaction price. However, Article 2-1 of the Securities Transaction Tax Act prescribes that

    STT will cease to be levied on the sale of corporate bonds and financial bonds from 1 January 2010 to 31

    December 2026. Therefore, the sale of the Notes will be exempt from STT if the sale is conducted on or before

    31 December 2026. Starting from 1 January 2027, any sale of the Notes will be subject to STT at 0.1 per cent of

    the transaction price, unless the tax laws that may be in force at that time provide otherwise.

    Capital gains generated from the sale of bonds are exempt from income tax. Accordingly, ROC Holders are not

    subject to income tax on any capital gains generated from the sale of the Notes. In addition, ROC Individual

    Holders are not subject to AMT on any capital gains generated from the sale of the Notes. However, ROC

    Institutional Holders should include the capital gains in calculating their basic income for the purpose of

    calculating their AMT. If the amount of the AMT exceeds the annual income tax calculated pursuant to the

    ROC AMT Act, the excess becomes the ROC Institutional Holders’ AMT payable. Capital losses, if any as

    been assessed by the tax collection authority, incurred by such holders could be carried over 5 years to offset

    against capital gains of same category of income for the purposes of calculating their AMT.

  • - 18 -

    ANNEX

    The Offering Circular dated 24 April 2019 has been supplemented by the following Supplement(s):

    Supplement(s) Description Date

    Supplement No. 1 In respect of (i) the Quarterly Report on Form 10-

    Q of JPMorgan Chase & Co. for the quarter ended

    31 March 2019 and (ii) amendments and

    supplemental information to the Offering Circular

    17 May 2019

    Supplement No. 2 In respect of (i) the recast audited Consolidated

    Financial Statements of JPMorgan Chase Bank,

    N.A., following the merger with Chase Bank USA,

    N.A., as of 31 December 2018 and 2017 and for

    each of the two years in the period ended 31

    December 2018 and (ii) amendments and

    supplemental information to the Offering Circular

    11 June 2019

    Supplement No. 3 In respect of (i) supplemental terms and conditions

    of the Securities to cater for a benchmark

    transition event in respect of USD LIBOR and (ii)

    amendments and supplemental information to the

    Offering Circular

    2 July 2019

    Supplement No. 4 In respect of Current Report on Form 8-K of

    JPMorgan Chase & Co. dated 16 July 2019,

    containing the earnings press release of JPMorgan

    Chase & Co. for the quarter ended 30 June 2019

    29 July 2019

  • 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

  • ii

    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

  • iii

    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.

  • iv

    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".

  • v

    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

  • vi

    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

  • vii

    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.

  • Important Notices

    1

    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

  • Important Notices

    2

    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.

  • Important Notices

    3

    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 Guarant