CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities Offered
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Maximum Aggregate Offering Price
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Amount of Registration Fee(1)
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Notes
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$2,270,000
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$292.38
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Amended and restated pricing supplement no. 2575-A*
To prospectus dated November 14, 2011,
prospectus supplement dated November 14, 2011,
product supplement no. 39-I dated May 6, 2014 and
underlying supplement no. 1-I dated November 14, 2011
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Registration Statement No. 333-177923
Dated June 25, 2014
Rule 424(b)(8)
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Structured
Investments
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$2,270,000
Knock-Out Buffered Return Enhanced Notes Linked to the Lesser Performing of the EURO STOXX 50® Index and the iShares® MSCI EAFE ETF due December 23, 2016
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The notes are designed for investors who seek an uncapped return of 1.95 times any appreciation of the lesser performing of the EURO STOXX 50® Index and the iShares® MSCI EAFE ETF at maturity, and who anticipate that the Ending Underlying Value of each of the Underlyings will not be less than its Initial Underlying Value by more than the Knock-Out Buffer Amount.
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Investors should be willing to forgo interest and dividend payments, and, if the Ending Underlying Value of either Underlying is less than its Initial Underlying Value by more than the Knock-Out Buffer Amount, be willing to lose some or all of their principal at maturity. Any payment on the notes is subject to the credit risk of JPMorgan Chase & Co.
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Unsecured and unsubordinated obligations of JPMorgan Chase & Co. maturing December 23, 2016†
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The payment at maturity is not linked to a basket composed of the Underlyings. The payment at maturity is linked to the performance of each of the Underlyings individually, as described below.
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Minimum denominations of $1,000 and integral multiples thereof
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The notes priced on June 20, 2014 (the “Pricing Date”) and are expected to settle on or about June 25, 2014.
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Underlyings:
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The EURO STOXX 50® Index (Bloomberg ticker: SX5E) (the “Index”) and the iShares® MSCI EAFE ETF (Bloomberg ticker: “EFA”) (the “Fund”) (each of the Index and the Fund, an “Underlying” and collectively, the “Underlyings”)
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Upside Leverage Factor:
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1.95
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Knock-Out Event:
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A Knock-Out Event occurs if the Ending Underlying Value of either Underlying is less than its Initial Underlying Value by more than the Knock-Out Buffer Amount.
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Knock-Out Buffer Amount:
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25.00%
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Payment at Maturity:
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If the Ending Underlying Value of each Underlying is greater than or equal to its Initial Underlying Value, you will receive at maturity a cash payment that provides you with a return per $1,000 principal amount note equal to the Lesser Performing Underlying Return, multiplied by the Upside Leverage Factor. Accordingly, your payment at maturity per $1,000 principal amount note will be calculated as follows:
$1,000 + ($1,000 × Lesser Performing Underlying Return × Upside Leverage Factor)
If the Ending Underlying Value of either Underlying is less than its Initial Underlying Value but a Knock-Out Event has not occurred, you will receive the principal amount of your notes at maturity.
If the Ending Underlying Value of either Underlying is less than its Initial Underlying Value and a Knock-Out Event has occurred, you will lose 1% of the principal amount of your notes for every 1% that the Ending Underlying Value of the Lesser Performing Underlying is less than its Initial Underlying Value. Under these circumstances, your payment at maturity per $1,000 principal amount note will be calculated as follows:
$1,000 + ($1,000 × Lesser Performing Underlying Return)
If the Ending Underlying Value of either Underlying is less than its Initial Underlying Value and a Knock-Out Event has occurred, you will lose more than 25% of your principal amount and could lose up to the entire principal amount of your notes at maturity.
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Underlying Return:
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With respect to each Underlying:
(Ending Underlying Value – Initial Underlying Value)
Initial Underlying Value
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Initial Underlying Value:
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With respect to the Index, the Index closing level of the Index on the Pricing Date, which was 3,302.36. With respect to the Fund, the closing price of one share of the Fund on the Pricing Date, which was $70.55, divided by the Share Adjustment Factor
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Ending Underlying Value:
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With respect to each Underlying, the Index closing level or closing price, as applicable, of that Underlying on the Observation Date
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Original Issue Date (Settlement Date):
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On or about June 25, 2014
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Observation Date† :
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December 20, 2016
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Maturity Date†:
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December 23, 2016
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CUSIP:
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48127DMM7
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Other Key Terms:
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See “Additional Key Terms” in this amended and restated pricing supplement
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*
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This amended and restated pricing supplement no. 2575-A amends and restates and supersedes the pricing supplement no. 2575 related hereto dated June 20, 2014 to product supplement no. 39-I in its entirety (the pricing supplement no. 2575 is available on the SEC website at http://www.sec.gov/Archives/edgar/data/19617/000095010314004335/dp47328_424b2-ps2575.htm)
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†
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Subject to postponement in the event of a market disruption event and as described under “Description of Notes — Postponement of a Determination Date” and “Description of Notes — Payment at Maturity” in the accompanying product supplement no. 39-I
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Price to Public (1)
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Fees and Commissions (2)
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Proceeds to Issuer
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Per note
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$1,000
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$20
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$980
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Total
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$2,270,000
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$45,400
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$2,224,600
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(1)
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See “Supplemental Use of Proceeds” in this pricing supplement for information about the components of the price to public of the notes.
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(2)
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J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Chase & Co., will pay all of the selling commissions of $20.00 per $1,000 principal amount note it receives from us to other affiliated or unaffiliated dealers. See “Plan of Distribution (Conflicts of Interest)” beginning on page PS-62 of the accompanying product supplement no. 39-I.
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Product supplement no. 39-I dated May 6, 2014:
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Underlying supplement no. 1-I dated November 14, 2011:
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Prospectus supplement dated November 14, 2011:
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Prospectus dated November 14, 2011:
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Lesser Performing Underlying:
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The Underlying with the Lesser Performing Underlying Return
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Lesser Performing Underlying Return:
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The lower of the Underlying Returns of the Underlyings
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JPMorgan Structured Investments —
Knock-Out Buffered Return Enhanced Notes Linked to the Lesser Performing of the EURO STOXX 50® Index and the iShares® MSCI EAFE ETF
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PS-1
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UNCAPPED APPRECIATION POTENTIAL IF THE LESSER PERFORMING UNDERLYING RETURN IS POSITIVE — The notes provide the opportunity to enhance equity returns by multiplying any appreciation in the Lesser Performing Underlying by the Upside Leverage Factor and are not subject to a predetermined maximum gain if the Lesser Performing Underlying Return is positive. Because the notes are our unsecured and unsubordinated obligations, payment of any amount on the notes is subject to our ability to pay our obligations as they become due.
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LIMITED PROTECTION AGAINST LOSS — We will pay you your principal back at maturity, even if the Ending Underlying Value of either Underlying is less than its Initial Underlying Value, provided a Knock-Out Event has not occurred. If the Ending Underlying Value of either Underlying is less than its Initial Underlying Value by more than the Knock-Out Buffer Amount of 25%, for every 1% that the Ending Underlying Value of the Lesser Performing Underlying is less than its Initial Underlying Value, you will lose an amount equal to 1% of the principal amount of your notes. Under these circumstances, you will lose more than 25% of your principal amount and could lose up to the entire principal amount of your notes at maturity.
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EXPOSURE TO EACH OF THE UNDERLYINGS — The return on the notes is linked to the Lesser Performing Underlying, which will be either the EURO STOXX 50® Index or the iShares® MSCI EAFE ETF.
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TAX TREATMENT — You should review carefully the section entitled “Material U.S. Federal Income Tax Consequences” in the accompanying product supplement no. 39-I. The following discussion, when read in combination with that section, constitutes the full opinion of our special tax counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal income tax consequences of owning and disposing of notes.
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JPMorgan Structured Investments —
Knock-Out Buffered Return Enhanced Notes Linked to the Lesser Performing of the EURO STOXX 50® Index and the iShares® MSCI EAFE ETF
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PS-2
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YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS — The notes do not guarantee any return of principal. The return on the notes at maturity is linked to the performance of the Lesser Performing Underlying and will depend on whether a Knock-Out Event has occurred and whether, and the extent to which, the Lesser Performing Underlying Return is positive or negative. If the Ending Underlying Value of either Underlying is less than its Initial Underlying Value by more than the Knock-Out Buffer Amount, a Knock-Out Event will occur, and the benefit provided by the Knock-Out Buffer Amount will terminate. Under these circumstances, you will lose 1% of the principal amount of your notes for every 1% that the Ending Underlying Value of the Lesser Performing Underlying is less than its Initial Underlying Value. Accordingly, under these circumstances, you will lose more than 25% of your principal amount and could lose up to the entire principal amount of your notes at maturity.
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CREDIT RISK OF JPMORGAN CHASE & CO. — The notes are subject to the credit risk of JPMorgan Chase & Co., and our credit ratings and credit spreads may adversely affect the market value of the notes. Investors are dependent on JPMorgan Chase & Co.’s ability to pay all amounts due on the notes. Any actual or potential change in our creditworthiness or credit spreads, as determined by the market for taking our credit risk, is likely to adversely affect the value of the notes. If we were to default on our payment obligations, you may not receive any amounts owed to you under the notes and you could lose your entire investment.
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POTENTIAL CONFLICTS — We and our affiliates play a variety of roles in connection with the issuance of the notes, including acting as calculation agent and as an agent of the offering of the notes, hedging our obligations under the notes and making the assumptions used to determine the pricing of the notes and the estimated value of the notes when the terms of the notes are set, which we refer to as JPMS’s estimated value. In performing these duties, our economic interests and the economic interests of the calculation agent and other affiliates of ours are potentially adverse to your interests as an investor in the notes. In addition, our business activities, including hedging and trading activities, could cause our economic interests to be adverse to yours and could adversely affect any payment on the notes and the value of the notes. It is possible that hedging or trading activities of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliates while the value of the notes declines. Please refer to “Risk Factors — Risks Relating to the Notes Generally” in the accompanying product supplement no. 39-I for additional information about these risks.
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YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE VALUE OF EACH UNDERLYING — Your return on the notes and your payment at maturity, if any, is not linked to a basket consisting of the Underlyings. Your payment at maturity is contingent upon the performance of each individual Underlying such that you will be equally exposed to the risks related to either of the Underlyings. The performance of the Underlyings may not be correlated. Poor performance by either of the Underlyings over the term of the notes may negatively affect your payment at maturity and will not be offset or mitigated by positive performance by the other Underlying. Accordingly, your investment is subject to the risk of decline in the value of each Underlying.
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THE BENEFIT PROVIDED BY THE KNOCK-OUT BUFFER AMOUNT MAY TERMINATE ON THE OBSERVATION DATE — If the Ending Underlying Value of either Underlying is less than its Initial Underlying Value by more than the Knock-Out Buffer Amount, the benefit provided by the Knock-Out Buffer Amount will terminate and you will be fully exposed to any depreciation in the Lesser Performing Underlying. The Ending Underlying Value of each Underlying will be determined based on the Index
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JPMorgan Structured Investments —
Knock-Out Buffered Return Enhanced Notes Linked to the Lesser Performing of the EURO STOXX 50® Index and the iShares® MSCI EAFE ETF
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PS-3
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YOUR PAYMENT AT MATURITY MAY BE DETERMINED BY THE LESSER PERFORMING UNDERLYING — Because the payment at maturity will be determined based on the performance of the Lesser Performing Underlying, you will not benefit from the performance of the other Underlying. Accordingly, if the Ending Underlying Value of either Underlying is less than its Initial Underlying Value and a Knock-Out Event has occurred, you will lose some or all of your principal amount at maturity, even if the Ending Underlying Value of the other Underlying is greater than or equal to its Initial Underlying Value or below its Initial Underlying Value by not more than the Knock-Out Buffer Amount.
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JPMS’S ESTIMATED VALUE OF THE NOTES IS LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF THE NOTES — JPMS’s estimated value is only an estimate using several factors. The original issue price of the notes exceeds JPMS’s estimated value because costs associated with selling, structuring and hedging the notes are included in the original issue price of the notes. These costs include selling commissions, the projected profits, if any, that our affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes and the estimated cost of hedging our obligations under the notes. See “JPMS’s Estimated Value of the Notes” in this amended and restated pricing supplement.
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JPMS’S ESTIMATED VALUE DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER FROM OTHERS’ ESTIMATES — JPMS’s estimated value of the notes is determined by reference to JPMS’s internal pricing models when the terms of the notes are set. This estimated value is based on market conditions and other relevant factors existing at that time and JPMS’s assumptions about market parameters, which can include volatility, dividend rates, interest rates and other factors. Different pricing models and assumptions could provide valuations for notes that are greater than or less than JPMS’s estimated value. In addition, market conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect. On future dates, the value of the notes could change significantly based on, among other things, changes in market conditions, our creditworthiness, interest rate movements and other relevant factors, which may impact the price, if any, at which JPMS would be willing to buy notes from you in secondary market transactions. See “JPMS’s Estimated Value of the Notes” in this amended and restated pricing supplement.
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JPMS’S ESTIMATED VALUE IS NOT DETERMINED BY REFERENCE TO CREDIT SPREADS FOR OUR CONVENTIONAL FIXED-RATE DEBT — The internal funding rate used in the determination of JPMS’s estimated value generally represents a discount from the credit spreads for our conventional fixed-rate debt. The discount is based on, among other things, our view of the funding value of the notes as well as the higher issuance, operational and ongoing liability management costs of the notes in comparison to those costs for our conventional fixed-rate debt. If JPMS were to use the interest rate implied by our conventional fixed-rate credit spreads, we would expect the economic terms of the notes to be more favorable to you. Consequently, our use of an internal funding rate would have an adverse effect on the terms of the notes and any secondary market prices of the notes. See “JPMS’s Estimated Value of the Notes” in this amended and restated pricing supplement.
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THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT STATEMENTS) MAY BE HIGHER THAN JPMS’S THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME PERIOD — We generally expect that some of the costs included in the original issue price of the notes will be partially paid back to you in connection with any repurchases of your notes by JPMS in an amount that will decline to zero over an initial predetermined period. These costs can include projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our secondary market credit spreads for structured debt issuances. See “Secondary Market Prices of the Notes” in this amended and restated pricing supplement for additional information relating to this initial period. Accordingly, the estimated value of your notes during this initial period may be lower than the value of the notes as published by JPMS (and which may be shown on your customer account statements).
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SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE NOTES — Any secondary market prices of the notes will likely be lower than the original issue price of the notes because, among other things, secondary market prices take into account our secondary market credit spreads for structured debt issuances and, also, because secondary market prices (a) exclude selling commissions and (b) may exclude projected hedging profits, if any, and estimated hedging costs that are included in the original issue price of the notes. As a result, the price, if any, at which JPMS will be willing to buy notes from you in secondary market transactions, if at all, is likely to be lower than the original issue price. Any sale by you prior to the Maturity Date could result in a substantial loss to you. See the immediately following risk consideration for information about additional factors that will impact any secondary market prices of the notes
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JPMorgan Structured Investments —
Knock-Out Buffered Return Enhanced Notes Linked to the Lesser Performing of the EURO STOXX 50® Index and the iShares® MSCI EAFE ETF
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PS-4
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SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS — The secondary market price of the notes during their term will be impacted by a number of economic and market factors, which may either offset or magnify each other, aside from the selling commissions, projected hedging profits, if any, estimated hedging costs and the level or price, as applicable, of the Underlyings, including:
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any actual or potential change in our creditworthiness or credit spreads;
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customary bid-ask spreads for similarly sized trades;
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secondary market credit spreads for structured debt issuances;
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the actual and expected volatility in the levels or prices, as applicable, of the Underlyings;
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the time to maturity of the notes;
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whether a Knock-Out Event is expected to occur;
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the dividend rates on the Fund and the equity securities included in or held by the Underlyings;
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the actual and expected positive or negative correlation between the Underlyings, or the actual or expected absence of any such correlation;
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interest and yield rates in the market generally;
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the exchange rates and the volatility of the exchange rates between the U.S. dollar and each of the currencies in which the equity securities included in or held by the Underlyings trade and the correlation among those rates and the levels or prices, as applicable, of the Underlyings;
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the occurrence of certain events to the Fund that may or may not require an adjustment to the applicable Share Adjustment Factor; and
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a variety of other economic, financial, political, regulatory and judicial events.
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NO INTEREST OR DIVIDEND PAYMENTS OR VOTING RIGHTS — As a holder of the notes, you will not receive interest payments, and you will not have voting rights or rights to receive cash dividends or other distributions or other rights that holders of shares of the Fund or the equity securities included in or held by the Underlyings would have.
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VOLATILITY RISK — Greater expected volatility with respect to an Underlying indicates a greater likelihood as of the Pricing Date that a Knock-Out Event could occur. An Underlying’s volatility, however, can change significantly over the term of the notes. The Index closing level or closing price, as applicable, of an Underlying could fall sharply on the Observation Date, which could result in a significant loss of principal.
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THERE ARE RISKS ASSOCIATED WITH THE FUND — Although the shares of the Fund are listed for trading on NYSE Arca and a number of similar products have been traded on NYSE Arca and other securities exchanges for varying periods of time, there is no assurance that an active trading market will continue for the shares of the Fund or that there will be liquidity in the trading market. The Fund is subject to management risk, which is the risk that the investment strategies of the Fund’s investment adviser, the implementation of which is subject to a number of constraints, may not produce the intended results. These constraints could adversely affect the market price of the shares of the Fund and, consequently, the value of the notes.
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DIFFERENCES BETWEEN THE FUND AND ITS UNDERLYING INDEX — The Fund does not fully replicate its Underlying Index and may hold securities not included in its Underlying Index. In addition, the performance of the Fund will reflect additional transaction costs and fees that are not included in the calculation of its Underlying Index. All of these factors may lead to a lack of correlation between the Fund and its Underlying Index. In addition, corporate actions with respect to the equity securities held by the Fund (such as mergers and spin-offs) may impact the variance between the Fund and its Underlying Index. Finally, because the shares of the Fund are traded on NYSE Arca and are subject to market supply and investor demand, the market value of one share of the Fund may differ from the net asset value per share of the Fund. For all of the foregoing reasons, the performance of the Fund may not correlate with the performance of its Underlying Index.
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NON-U.S. SECURITIES RISK WITH RESPECT TO BOTH THE INDEX AND THE FUND — The equity securities included in or held by the Underlyings have been issued by non-U.S. companies. Investments in securities linked to the value of such non-U.S. equity securities involve risks associated with the securities markets in the home countries of the issuers of those non-U.S. equity securities, including risks of volatility in those markets, governmental intervention in those markets and cross shareholdings in companies in certain
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JPMorgan Structured Investments —
Knock-Out Buffered Return Enhanced Notes Linked to the Lesser Performing of the EURO STOXX 50® Index and the iShares® MSCI EAFE ETF
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PS-5
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THE NOTES ARE SUBJECT TO CURRENCY EXCHANGE RISK WITH RESPECT TO THE FUND — Because the prices of the equity securities held by the Fund are converted into U.S. dollars for purposes of calculating the net asset value of the Fund, holders of the notes will be exposed to currency exchange rate risk with respect to each of the currencies in which the equity securities held by the Fund trade. Your net exposure will depend on the extent to which those currencies strengthen or weaken against the U.S. dollar and the relative weight of equity securities held by the Fund denominated in each of those currencies. If, taking into account the relevant weighting, the U.S. dollar strengthens against those currencies, the price of the Fund will be adversely affected and any payment on the notes may be reduced. Of particular importance to potential currency exchange risk are:
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existing and expected rates of inflation;
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existing and expected interest rate levels;
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the balance of payments in the countries issuing those currencies and the United States and between each country and its major trading partners;
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political, civil or military unrest in the countries issuing those currencies and the United States; and
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the extent of government surpluses or deficits in the countries issuing those currencies and the United States.
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NO DIRECT EXPOSURE TO FLUCTUATIONS IN FOREIGN EXCHANGE RATES WITH RESPECT TO THE INDEX — The value of your notes will not be adjusted for exchange rate fluctuations between the U.S. dollar and the currencies in which the equity securities included in the Index are denominated, although any currency fluctuations could affect the performance of the Index. Therefore, if the applicable currencies appreciate or depreciate relative to the U.S. dollar over the term of the notes, you will not receive any additional payment or incur any reduction in any payment on the notes.
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LACK OF LIQUIDITY — The notes will not be listed on any securities exchange. JPMS intends to offer to purchase the notes in the secondary market but is not required to do so. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the notes easily. Because other dealers are not likely to make a secondary market for the notes, the price at which you may be able to trade your notes is likely to depend on the price, if any, at which JPMS is willing to buy the notes.
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THE ANTI-DILUTION PROTECTION FOR THE FUND IS LIMITED — The calculation agent will make adjustments to the Share Adjustment Factor for the Fund for certain events affecting the shares of the Fund. However, the calculation agent will not make an adjustment in response to all events that could affect the shares of the Fund. If an event occurs that does not require the calculation agent to make an adjustment, the value of the notes may be materially and adversely affected.
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JPMorgan Structured Investments —
Knock-Out Buffered Return Enhanced Notes Linked to the Lesser Performing of the EURO STOXX 50® Index and the iShares® MSCI EAFE ETF
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PS-6
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Ending Underlying Value of the Lesser Performing Underlying
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Lesser Performing Underlying Return
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Total Return
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Knock-Out Event Has Not Occurred(1)
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Knock-Out Event Has Occurred(2)
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$126.000
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80.00%
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156.000%
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N/A
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$115.500
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65.00%
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126.750%
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N/A
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$105.000
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50.00%
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97.500%
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N/A
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$98.000
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40.00%
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78.000%
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N/A
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$91.000
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30.00%
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58.500%
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N/A
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$84.000
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20.00%
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39.000%
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N/A
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$77.000
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10.00%
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19.500%
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N/A
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$73.500
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5.00%
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9.750%
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N/A
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$71.750
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2.50%
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4.875%
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N/A
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$70.700
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1.00%
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1.950%
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N/A
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$70.000
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0.00%
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0.000%
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N/A
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$69.300
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-1.00%
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0.000%
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N/A
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$66.500
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-5.00%
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0.000%
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N/A
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$63.000
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-10.00%
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0.000%
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N/A
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$56.000
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-20.00%
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0.000%
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N/A
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$52.500
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-25.00%
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0.000%
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N/A
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$52.493
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-25.01%
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N/A
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-25.01%
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$49.000
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-30.00%
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N/A
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-30.00%
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$42.000
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-40.00%
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N/A
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-40.00%
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$35.000
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-50.00%
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N/A
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-50.00%
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$28.000
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-60.00%
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N/A
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-60.00%
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$21.000
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-70.00%
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N/A
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-70.00%
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$14.000
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-80.00%
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N/A
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-80.00%
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$7.000
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-90.00%
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N/A
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-90.00%
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$0.000
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-100.00%
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N/A
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-100.00%
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JPMorgan Structured Investments —
Knock-Out Buffered Return Enhanced Notes Linked to the Lesser Performing of the EURO STOXX 50® Index and the iShares® MSCI EAFE ETF
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PS-7
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JPMorgan Structured Investments —
Knock-Out Buffered Return Enhanced Notes Linked to the Lesser Performing of the EURO STOXX 50® Index and the iShares® MSCI EAFE ETF
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PS-8
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JPMorgan Structured Investments —
Knock-Out Buffered Return Enhanced Notes Linked to the Lesser Performing of the EURO STOXX 50® Index and the iShares® MSCI EAFE ETF
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PS-9
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JPMorgan Structured Investments —
Knock-Out Buffered Return Enhanced Notes Linked to the Lesser Performing of the EURO STOXX 50® Index and the iShares® MSCI EAFE ETF
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PS-10
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JPMorgan Structured Investments —
Knock-Out Buffered Return Enhanced Notes Linked to the Lesser Performing of the EURO STOXX 50® Index and the iShares® MSCI EAFE ETF
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PS-11
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