Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-199966
Dated January 29, 2015
 


J P.

.. Morgan Structured Investments

The J
P.
Strategy Guide . Morgan U
S.

January 2015 . Sector Rotator 5 Index (Series 1)



 
 
 

 
 
 


Important Information

The information contained in this document is for discussion purposes only. Any
information relating to performance contained in these materials is
illustrative and no assurance is given that any indicative returns, performance
or results, whether historical or hypothetical, will be achieved. These terms
are subject to change, and JPMorgan undertakes no duty to update this
information. This document shall be amended, superseded and replaced in its
entirety by a subsequent term sheet, disclosure supplement and/or private
placement memorandum, and the documents referred to therein. In the event any
inconsistency between the information presented herein and any such term sheet,
disclosure supplement and/or private placement memorandum, such term sheet,
disclosure supplement and/or private placement memorandum shall govern.

Investing in CDs linked to the J.P. Morgan U.S. Sector Rotator 5 Index (Series
1) (the "Strategy") is not equivalent to a direct investment in the Strategy or
any index that forms part of the Strategy.

Investments in CDs linked to the Strategy require investors to assess several
characteristics and risk factors that may not be present in other types of
transactions. In reaching a determination as to the appropriateness of any
proposed transaction, clients should undertake a thorough independent review of
the legal, regulatory, credit, tax, accounting and economic consequences of
such transaction in relation to their particular circumstances. This strategy
guide contains market data from various sources other than us and our
affiliates, and, accordingly, we make no representation or warranty as to the
market data's accuracy or completeness.  All information is subject to change
without notice. We or our affiliated companies may make a market or deal as
principal in the CDs mentioned in this document or in options, futures or other
derivatives based thereon.

Use of Simulated Returns

Any historical composite performance records included in this presentation are
hypothetical and it should be noted that the constituents have not traded
together in the manner shown in the composite historical replication of the
indices included in this presentation. No representation is being made that the
indices will achieve a composite performance record similar to that shown. In
fact, there are frequently sharp differences between a hypothetical historical
composite performance record and the actual record that the combination of
those underlying elements subsequently achieved.

Back-testing and other statistical analysis material that is provided in
connection with the explanations of the potential returns of the CDs linked to
the Strategy use simulated analysis and hypothetical circumstances to estimate
how it may have performed prior to its actual existence. For time periods prior
to the launch of an exchange-traded fund included in the Strategy and such
exchange-traded fund's initial satisfaction of a minimum liquidity standard,
back-testing uses alternative performance information derived from a related
index, after deducting hypothetical fund fees, rather than performance
information for such exchange-traded fund.

The results obtained from "back-testing" information should not be considered
indicative of the actual results that might be obtained from an investment or
participation in a financial instrument or transaction referencing the
Strategy.  J.P. Morgan provides no assurance or guarantee that the CDs linked
to the Strategy will operate or would have operated in the past in a manner
consistent with these materials. The hypothetical historical levels presented
herein have not been verified by an independent third party, and such
hypothetical historical levels have inherent limitations. Alternative
simulations, techniques, modeling or assumptions might produce significantly
different results and prove to be more appropriate.  Actual results will vary,
perhaps materially, from the simulated returns presented in this strategy
guide.



 
 
 

 
 
 


IRS Circular 230 Disclosure

We and our affiliates do not provide tax advice.  Accordingly, any discussion
of U.S. tax matters contained herein is not intended or written to be used, and
cannot be used, in connection with the promotion, marketing or recommendation
by anyone unaffiliated with J.P. Morgan of any of the matters addressed herein
or for the purpose of avoiding U.S. tax-related penalties.

Investment suitability must be determined individually for each investor, and
the financial instruments described herein may not be suitable for all
investors. This information is not intended to provide and should not be relied
upon as providing accounting, legal, regulatory or tax advice. Investors should
consult with their own advisors as to these matters.

This material is not a product of J.P. Morgan Research Departments.  Structured
Investments may involve a high degree of risk, and may be appropriate
investments only for sophisticated investors who are capable of understanding
and assuming the risks involved. J.P. Morgan and its affiliates may have
positions (long or short), effect transactions or make markets in CDs or
financial instruments mentioned herein (or options with respect thereto), or
provide advice or loans to, or participate in the underwriting or restructuring
of the obligations of, issuers mentioned herein. J.P. Morgan is the marketing
name for the Issuer and its subsidiaries and affiliates worldwide. JPMS is a
member of FINRA, NYSE, and SIPC. Clients should contact their salespersons at,
and execute transactions through, a J.P. Morgan entity qualified in their home
jurisdiction unless governing law permits otherwise



 
 
 

 
 
 


Overview

The J.P. Morgan U.S. Sector Rotator 5 Index (Series 1) (the "Index" or the
"Strategy") is a notional rules-based proprietary index that seeks to provide
exposure to U.S sector equities. On a monthly basis, the Index tracks the
excess return of a synthetic portfolio of (i) up to five U.S. Sector
Constituents selected out of ten possible U.S. Sector Constituents (each, a
"U.S. Sector Constituent"), which are U.S. sector exchange-traded funds, that
are selected according to their past month return with a volatility feature,
or, (ii) if fewer than five of the 10 U.S. Sector Constituents meet the
selection criteria, the U.S. Sector Constituents that meet the selection
criteria and the PIMCO Total Return Active Exchange-Traded Fund (the "Bond
Constituent", and together with the U.S. Sector Contituents, the "Basket
Constituents"). Key features of the Index include:

[] potential exposure to up to five of 11 investable constituent underlyings
(10 exchange-traded  funds across U. S.  sectors and an exchange-traded   fund
representing a fixed income exposure); [] the weights allocated to the Index
are dynamic and determined on a monthly rebalancing date based on a momentum
style allocation to the five highest positive performing U. S.  Sector
Constituents, if any;[] Constituent exposure is determined on the second to
last business day of each month and the Index rebalances on the last business
day of each month; [] the Index allocates to the Bond Constituent if there are
fewer than five positive performing U. S.
Sector Constituents;

[] the Index uses a volatility budgeting approach to assign weights to the U.
S.  Sector Constituents based on a total volatility allocation of 5%.   Each U.
S.  Sector Constituent selected for inclusion is assigned an individual
volatility allocation of 1% (20% * 5%). If fewer than five U. S.  Sector
Constituents qualify for inclusion in the synthetic portfolio, the Bond
Constituent will be assigned the unused portion of the total volatility
allocation; [] the weight for each selected U. S.  Sector Constituent is equal
to the individual volatility allocation of that U. S.  Sector Constituent
divided by the annualized realized volatility of that U. S.  Sector Constituent
over the previous month, subject to a maximum weight of 30% for a U. S.  Sector
Constituent and 100% for the Bond Constituent; [] the Index is an excess return
index and reflects the weighted performance of the U. S Sector Constituents and
the Bond Constituent in excess of the return of the JPMorgan Cash Index
USD 3 Month (the "Cash Constituent") ;

[] the Index Level is calculated in U. S.  dollars;

[] the Index levels are published on Bloomberg under the ticker JPUSSC5E.



 
 
 

 
 
 


What are the Basket Constituents?

The following table sets forth the Basket Constituents that compose the Index.


Basket Constituents

                                                                              Bloomberg
                                                                              ---------
                  Constituents                           Sector      Currency  Tickers
------------ ----------------------------------------- ------------- -------- ---------
                The Consumer Discretionary Select       Consumer       USD       XLY
                       Sector SPDR[R] Fund             Discretionary
             ----------------------------------------- ------------- -------- ---------
               The Consumer Staples Select Sector       Consumer       USD       XLP
                           SPDR[R] Fund                  Staples
             ----------------------------------------- ------------- -------- ---------
              The Energy Select Sector SPDR[R] Fund       Energy       USD       XLE
             ----------------------------------------- ------------- -------- ---------
             The Financial Select Sector SPDR[R] Fund    Financial     USD       XLF
             ----------------------------------------- ------------- -------- ---------
              The Health Care Select Sector SPDR[R]    Health Care     USD       XLV
U.S. Sector                    Fund
             ----------------------------------------- ------------- -------- ---------
Constituents
             The Industrial Select Sector SPDR[R] Fund   Industrial    USD        XLI
             ----------------------------------------- ------------- -------- ---------
              The Utilities Select Sector SPDR[R] Fund   Utilities     USD       XLU
             ----------------------------------------- ------------- -------- ---------
             The Materials Select Sector SPDR[R] Fund    Materials     USD       XLB
             ----------------------------------------- ------------- -------- ---------
              The Technology Select Sector SPDR[R]     Technology      USD       XLK
                               Fund
             ----------------------------------------- ------------- -------- ---------
                  iShares[R] U.S. Real Estate ETF      Real Estate     USD        IYR
------------ ----------------------------------------- ------------- -------- ---------
   Bond          PIMCO Total Return Active Exchange-Traded Fund        USD      BOND
Constituent
------------ ----------------------------------------- ------------- -------- ---------


Note: See the relevant underlying supplement for more information on the Index
and the Basket Constituents.
Certain historical data for the Basket Constituents can be accessed on the
Bloomberg website (www.bloomberg.com) by typing [ticker]: index in the search
box. Information contained in the Bloomberg website is not incorporated by
reference in, and should not be considered a part of, this strategy guide.

The table and graph below illustrate the performance of the Index based on the
hypothetical back-tested closing levels from December 31, 2004 through June 20,
2013 and the actual performance from June 21, 2013 through December 31, 2014.
For time periods prior to the launch of the Bond Constituent, the hypothetical
back-tested performance was calculated using alternative performance
information derived from the PIMCO Total Return Active Exchange-Traded Fund,
rather than the performance information for the Bond Constituent. Based on the
hypothetical back-tested performance, the Index realized annualized returns of
3.88% per annum over the period, and outperformed the excess return of the
JPMorgan GBI US Index (Excess Return) (the "JPMorgan US Government Bond Index")
over the performance of the Cash Constituent. There is no guarantee that the
Index will outperform the excess return the JPMorgan US Government Bond Index
during the term of your investment in CDs linked to the Index.



 
 
 

 
 
 


Hypothetical and Historical Comparison of the J.P. Morgan U.S. Sector Rotator 5
Index (Series 1) (December 31, 2004 to December 140 31, 2 14)

                         J.P. Morgan U.S.                               JPMorgan US
                                              S&P 500 Index Total
                      ----------------------                        ---------------------
                      Sector Rotator 5 Index                          Government Bond
                                             ----------------------
                                             Return (Excess Return)
                      ----------------------                        ---------------------
                             (Series 1)                             Index (Excess Return)
--------------------- ---------------------- ---------------------- ---------------------
                      120
                      ----------------------
 12 Month Return               3.88%                  13.30%                 5.72%
--------------------- ====================== ---------------------- =====================
   3 Year Return      1006.15%                        19.79%                 1.02%
                                             ======================
    (Annualized)
--------------------- ====================== ---------------------- ---------------------
  10 Year Return               3.89%                  5.34%                  2.26%
    (Annualized)
--------------------- ---------------------- ---------------------- ---------------------
                          80
                      ----------------------
Annualized volatility          4.50%                  20.44%                 4.72%


Source: Bloomberg and J.P. Morgan. Please see notes immediately following the
graph below.

Hypothetical and Historical Performance of the J.P. Morgan U.S. Sector Rotator
5 Index (Series 1) (December 31, 2004 to December 31, 2014)

Source: Bloomberg and J.P. Morgan
Note: Because the Index did not exist prior to June 21, 2013, all retrospective
levels provided in the graph and table above are simulated and must be
considered illustrative only. For time periods prior to the launch of the Bond
Constituent, the hypothetical back-tested performance was calculated using
alternative performance information derived from the PIMCO Total Return Active
Exchange-Traded Fund, rather than the performance information for the Bond
Constituent. The simulated data was constructed using certain procedures that
may vary from the procedures used to calculate the Index going forward, and on
the basis of certain assumptions that may not hold during future periods. The
variations in procedures used in producing simulated historical data from those
used to calculate the Index going forward could produce differences in returns
of indeterminate direction and amount. Past hypothetical performance results
are neither indicative of nor a guarantee of future returns. Actual results
will vary, potentially materially, from the hypothetical historical performance
described herein. Please see "Important Information" at the front of this
publication for a discussion of certain additional limitations of back-testing
and simulated returns.
"Return" is the percentage return of the relevant index over the period
indicated, and where "Annualized" is indicated, is the annual compounded return
of the relevant index over the period.
"Annualized volatility" is the annualized standard deviation of the daily log
returns of the relevant index for the full period from December 31, 2004
through December 31, 2014.
 "S&P 500 Total Return (Excess Return)" represents a hypothetical index
constructed from the net total returns of the S&P 500 Index with the returns of
the Cash Constituent deducted.
 "JPMorgan US Government Bond Index (Excess Return)" represents a hypothetical
index constructed from the returns of the JPMorgan US Government Bond Index
with the returns of the Cash Constituent deducted.



 
 
 

 
 
 


Strategy Description

The Index rebalances the synthetic portfolio monthly on the last business day
of the month. As part of this rebalancing process, the Index will assign
weights to the Basket Constituents. Weights are selected on the second to last
business day of each month.  The Index uses a volatility budgeting approach to
assign weights to the U.S. Sector Constituents and the Bond Constituent based
on a total volatility allocation of 5% (the "Target Volatility"). The Index
does not target a specific volatility (5% or otherwise) for the synthetic
portfolio as a whole, and, due to potential correlation among the Basket
Constituents and individual weighting caps, the actual realized volatility of
the Index may be greater than or less than 5%.

On each selection date for the monthly rebalancing of the Index, the Index will
employ the following steps:

[] The Index will select the top five positive performing U. S.  Sector
Constituents based on their past month's performance for inclusion in the
synthetic portfolio. If, however, fewer than five U. S.  Sector Constituents n
have positive returns over the past month, the Bond Constituent will be added
to the synthetic portfolio.  In the example below, the five top performing U.
S.  SectorRetur Constituents are identified.

[] The Index has a total volatility allocation of 5%. Each U.S. Sector
Constituent selected for inclusion in the synthetic portfolio is assigned an
individual volatility allocation of 1%. If fewer than five U.S. Sector
Constituents qualify for inclusion in the synthetic portfolio, the Bond
Constituent will be assigned the remaining allocation. For example, if there
are only three qualifying U.S. Sector Constituents, the Bond Constituent will
have an individual volatility allocation of 2% (2 * 1%).

[] The rebalanced weight for each selected Constituent is equal to the
individual volatility allocation divided by the annualized realized volatility
of that Constituent over the previous month, subject to a maximum weight of 30%
for an U.S. Sector Constituent and 100% for the Bond Constituent.

Individual Volatility Allocation / Annualized Realized Volatility = Rebalanced
weight

[] After the rebalanced weights have been determined based on the above
methodology, the Index will track the excess return of this portfolio until the
next rebalancing date.

Hypothetical Backtest Example

[] On December 28, 2012, the Financial Select Sector SPDR[R] Fund, the
Industrial Select Sector SPDR[R] Fund, the Materials Select Sector SPDR[R] Fund
and the iShares[R] U. S.  Real Estate ETF each had positive returns in the
previous month and therefore were selected for



 
 
 

 
 
 


inclusion in the portfolio, and the Bond Constituent was also selected. On
December 31, 2012, the weights calculated below were rebalanced by the Index.

                                           Bond
                                        -----------
              XLF    XLI   XLB     IYR  Constituent
------------ ------ ------ ------ ----- -----------
 Individual
  Volatility   1%     1%     1%     1%       1%
 Allocation
------------ ------ ------ ------ ----- -----------
 Realized
Annualized   12.62% 10.22% 12.90% 8.71%    2.29%
  Volatility
------------ ------ ------ ------ ----- -----------
Rebalanced   7.9%   9.8%   7.8%   11.5%   43.6%
  Weight

Although the weight for each of the top 5 performing Constituents is determined
as described above, it may be helpful to think of that weight determination
also in the following way: if each such Constituent were given a provisional
weight equal to 20% and if that provisional weight were then scaled up or down
based on whether its annualized volatility was greater or less than 5% over the
preceding month (subject to the relevant weight maximum), you would arrive at
the rebalanced weight.

Because each qualifying U.S. Sector Constituent has a maximum weight of 30% and
the Bond Constituent has a maximum weight of 100%, the synthetic portfolio may
have a total weight of more than 100%. The maximum total weight for the
synthetic portfolio is 220%. Accordingly, the Index may be exposed to leverage.
In addition, the total weight for the synthetic portfolio may be less than
100%, which will result in the Index being partially uninvested and cause the
Index to reflect no return for the un-invested portion.

Excess Return

The Index is an excess return index intended to reflect the return of a
synthetic investment in the synthetic portfolio where the investment is made
through the use of borrowed funds. Accordingly, the return of the Cash
Constituent will be deducted from all Basket Constituents as all Constituents
need to borrow funds to be invested.



 
 
 

 
 
 


Historical Analysis

Targeting volatility

As described in "Strategy Description," the Index does not target a specific
volatility (5% or otherwise) for the synthetic portfolio as a whole, and the
actual realized volatility of the Index may be greater 70% than or less than
5%. The graph below illustrates the hypothetical six-month annualized
volatility of the Index as well as that of the S&P 500([R]) Total Return Index
and the JPMorgan US Government Bond Index between May 26, 2005 and November 28,
2014. Volatility is60% a measurement of the variability of returns. The
historical, or "realized," volatility of a portfolio can be measured in a
number of ways. For the purposes of the graph below, volatility is calculated
from the historical daily logarithmic returns of each index over a one-year
observation period. For 50% any given day, the "one-year annualized volatility"
is the annualized standard deviation of the daily logarithmic returns of the
relevant index using the closing levels of the index during the 252 index-day
period preceding that day. For example, for the day September 30, 2010, the 40%
data point on the graph for that day represents the annualized standard
deviation of the daily logarithmic returns using closing levels of the relevant
index during the 252 Index-days up to and including September 30, 2010.

Hypothetical one-year annualized volatility (May 26, 2005 -- December 31, 2014)


Source: Bloomberg and J.P. Morgan

Note: The hypothetical, historical one-year annualized volatility levels of the
Index, the S&P 500 Total Return Index, and the JPMorgan US Government Bond
Index, are presented for informational purposes only. The back-tested,
hypothetical, historical one-year annualized volatility has inherent
limitations. These volatility levels reflect historical performance (and in the
case of the Index hypothetical historical performance). No representation is
made that in the future the Index, the S&P 500 Total Return Index or the
JPMorgan US Government Bond Index will have the volatilities shown above. There
is no guarantee that the Index will outperform any alternative investment
strategy, including the S&P 500 Total Return Index or the JPMorgan US
Government Bond Index. Alternative modeling techniques or assumptions might
produce significantly different results and may prove to be more appropriate.
Actual one-year annualized volatilities will vary, perhaps materially, from
this analysis. Please see "Important Information" at the front of this
publication for a discussion of certain additional limitations of back-testing
and simulated returns.

Hypothetical historical allocations

The following graph illustrates the hypothetical historical allocation of the
U.S. Sector Constituents and Bond Constituent, based on the rebalancing
mechanics set forth under the "Strategy Description." For a detailed
description of which indices make up the U.S. Sector Constituents and Bond
Constituent displayed in this graph, please see "What are the Basket
Constituents?".



 
 
 

 
 
 


Hypothetical allocations Ex December 2004 -- December 2 14

Source: J.P. Morgan.
Note: The hypothetical allocations are obtained from back-testing and should
not be considered indicative of the actual weights that would be assigned to
the U.S. Sector Constituents and Bond Constituent during your investment in CDs
linked to the Index. J.P. Morgan provides no assurance or guarantee that the
actual performance of the Index would result in allocations among the U.S.
Sector Constituents and Bond Constituent consistent with the hypothetical
allocations displayed in the preceding graph. Actual results will vary, perhaps
materially, from those arising from the hypothetical historical allocations
contained in this hypothetical back-test. Please see "Important Information XLY
" at the front of this publication for a discussion of certain additional
limitations of back-testing and simulated returns.

 XLP
The following graph illustrates the hypothetical historical percentage of time
allocation of
Constituents based on the rebalancing mechanics set forth under the "Strategy
Description XLE ." The U.S. Sector Constituents are represented by the name of
the corresponding constituent under "What are the Basket Constituents?" There
are 121 months over the period XLF from December 2004 to December 2014. The
percentage number of the constituent listed in the chart below when multiplied
by 121 shows the number of months the Index has allocated XLV to each
Constituent listed below. For example, the months allocated to XLY, the
Consumer Discretionary Select Sector SPDR[R] Fund Consumer, is 121[]45.5%=55
months. XLI

Hypothetical time allocation December 2004 -- December 2014

Source: J.P. Morgan.
Note: The hypothetical allocations are obtained from back-testing and should
not be considered indicative of the actual percentage of the time that would be
assigned to any Constituents during your investment in CDs linked to the Index.
J.P. Morgan provides no assurance or guarantee that the actual performance of
the Index would result in allocations to the Constituents consistent with the
hypothetical allocations displayed in the preceding graphs. Actual results will
vary, perhaps materially, from those arising from the hypothetical historical
allocations contained in this hypothetical back-test. Please see "Important
Information" at the front of this publication for a discussion of certain
additional limitations of back-testing and simulated returns.



 
 
 

 
 
 


The charts below illustrate the average allocation over specific time periods
to the U.S. Sector Constituents and Bond Constituent. These charts intend to
demonstrate how the average allocation between the U.S. Sector Constituents and
the Bond Constituents changes during different market environments. These
hypothetical allocations were calculated by averaging 21.the monthly
allocations during the periods indicated.

Average monthly allocations in declining equity markets

November 2002 to March 2003 November 2007 to March 2009

Average monthly allocations in rising equity markets

April 2003 to October 2007 April 2009 to November 2014


Source: J.P. Morgan. Numbers have been rounded for convenience.
Note: The hypothetical allocations are obtained from back-testing and should
not be considered indicative of the actual weights that would be assigned to
the U.S. Sector Constituents and Bond Constituent during your investment in CDs
linked to the Index. J.P. Morgan provides no assurance or guarantee that the
actual performance of the Index would result in allocations among the U.S.
Sector Constituents and Bond Constituent consistent with the hypothetical
allocations displayed in the preceding graphs. Actual results will vary,
perhaps materially, from those arising from the hypothetical historical
allocations contained in this hypothetical back test. Please see "Important
Information" at the front of this publication for a discussion of certain
additional limitations of back-testing and simulated returns.



 
 
 

 
 
 


Risks associated with the Strategy

THE STRATEGY COMPRISES NOTIONAL ASSETS AND LIABILITIES--the exposures to the
dynamic basket that tracks the excess returns of the Basket Constituents above
the JPMorgan Cash Index USD 3 Month are purely notional. There is no actual
portfolio of assets to which any person is entitled or in which any person has
any ownership interest.
THE INDEX DOES NOT TARGET A SPECIFIC VOLATILITY FOR THE SYNTHETIC PORTFOLIO AS
A WHOLE, AND ITS ACTUAL REALIZED VOLATILITY MAY BE GREATER OR LESS THAN 5% --
The Index does not target a specific volatility (5% or otherwise) for the
synthetic portfolio as a whole, and, due to potential correlation among the
Basket Constituents and individual weighting caps, the actual realized
volatility of the Index may be greater than or less than 5%.

THERE ARE RISKS ASSOCIATED WITH A MOMENTUM-BASED INVESTMENT STRATEGY--The
Strategy seeks to capitalize on positive market price trends based on the
supposition that positive market price trends may continue. This Strategy is
different from a strategy that seeks long-term exposure to a portfolio
consisting of constant components with fixed weights. The Strategy may fail to
realize gains that could occur from holding assets that have experienced price
declines, but experience a sudden price spike thereafter.
THE INDEX MAY HAVE EXPOSURE ONLY TO THE BOND CONSTITUENT (AND NO EXPOSURE TO
ANY U.S. SECTOR CONSTITUENT) FOR AN EXTENDED PERIOD OF TIME -- The Index will
be subject to the performance of certain U.S. market sectors, which may be
subject to prolonged negative trend. Under these circumstances, the Index may
have exposure only to the Bond Constituent for an extended period of time (and
no exposure to any U.S. Sector Constituent, if every U.S. Sector Constituent is
in a negative trend). Your return may be adversely affected by a prolonged
exposure only to the Bond Constituent.
THE INDEX MAY BE SUBJECT TO INCREASED VOLATILITY DUE TO THE USE OF LEVERAGE
--The Index may use leverage to increase the return from any Constituent
because the sum of the weights of the Basket Constituents included in the
synthetic portfolio underlying the Index may be greater than 100%, up to a
maximum total weight of 220%. In particular, the use of leverage will magnify
any negative performance of the relevant Constituents which in turn could cause
you to receive a lower payment at maturity than you would otherwise receive.
THE INDEX MAY BE PARTIALLY UNINVESTED OR BECOME ENTIRELY UNINVESTED, WHICH WILL
RESULT IN A PORTION OR ALL OF THE INDEX REFLECTING NO RETURN -- Because of the
method by which the weight of each Constituent selected for inclusion in the
synthetic portfolio underlying the Index is determined, the weight of a
selected Constituent generally decreases as its annualized realized volatility
during the month preceding the relevant Index rebalancing day increases. If one
or more of the selected Constituents experienced heightened volatility over the
relevant period, the total weight of the Constituents included in the synthetic
portfolio may be less than 100%. A total weight of less than 100% means that
the Index is partially uninvested and, accordingly, the Index will reflect no
return with respect to the uninvested portion.

CORRELATION OF PERFORMANCES AMONG THE BASKET CONSTITUENTS MAY REDUCE
PERFORMANCE OF THE STRATEGY--Performances among the Basket Constituents may
become highly correlated from time to time during the term of your investment.
High correlation during periods of negative returns among Basket Constituents
representing any one sector or asset type that have a substantial weighting in
the Strategy could have a material adverse effect on the performance of the
Strategy.

THE LEVELS OF THE INDEX WILL INCLUDE THE DEDUCTION OF A FEE -- One way in which
the Index may differ from a typical index is that its level will include a
deduction from the aggregate performance of the Constituents of a fee of 0.50%
per annum. The fee will be deducted daily. As a result of the deduction of this
fee, the level of the Index will trail the value of a hypothetical identically
constituted synthetic portfolio from which no such fee is deducted.

OTHER KEY RISKS:

[] The Strategy may not be successful and may not outperform any alternative
strategy related to the Basket Constituents.

[] The payment on any investments linked to the Strategy in excess of
applicable FDIC limits is exposed to the credit risk of J. P.  Morgan Chase
Bank, N. A.

[] The investment strategy involves monthly rebalancing and maximum weighting
caps that are applied to the Basket Constituents.

[] Changes in the value of the Basket Constituents may offset each other.

[] The Strategy is subject to risks associated with specific sectors in the U.
S market.



 
 
 

 
 
 


[] The Index was established on June 21, 2013, and therefore has a limited
operating history.

[] JPMS will act as CD calculation agent.  J. P.  Morgan Securities plc is the
Index Sponsor and Index Calculation Agent and is responsible for calculating
and maintaining the Index and developing guidelines and policies governing the
Index.  JPMS and its affiliates are entitled to exercise discretion in good
faith and a commercially reasonable manner in relation to the CDs and the
Index.  JPMS and its affiliates have no obligation to consider your interests
in taking any actions.

The risks identified above are not exhaustive. You should also review carefully
the related "Risk Factors" section in the relevant disclosure statement and
underlying supplement and the "Selected Risk Considerations" in the relevant
term sheet or disclosure supplement.