Certificates of Deposit Linked To The J.P. Morgan Efficiente Plus DS 5 Index (Net ER) Due June 28, 2024

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May 29, 2019

JPMorgan Chase Bank, National Association


Structured Investments
Certificates of Deposit Linked to the J.P. Morgan
Efficiente® Plus DS 5 Index (Net ER) due June 28,
2024
● The certificates of deposit (“CDs”) are designed for investors who seek a return at maturity based on the greater of any
appreciation of the J.P. Morgan Efficiente® Plus DS 5 Index (Net ER) over the term of the CDs, and a minimum return of at
least 1.05%. Investors are also entitled to receive fixed annual interest payments at a rate of at least 1.05% per annum with
respect to the first four years of the term of the CDs.
● Investors should be willing to forgo dividend payments and any interest payment with respect to the final year of the term of
the CDs, while seeking full repayment of principal at maturity.
● The CDs are issued by JPMorgan Chase Bank, National Association (“JPMorgan Chase Bank”). The CDs are insured only
within the limits and to the extent described in this term sheet and in the accompanying disclosure statement. See “Selected
Risk Considerations — Limitations on FDIC Insurance” in this term sheet. Any payment on the CDs in excess of FDIC
insurance limits is subject to the credit risk of JPMorgan Chase Bank.
● Investing in the CDs is not equivalent to investing in a conventional CD or directly in the J.P. Morgan Efficiente® Plus DS 5
Index (Net ER) or any of its Basket Constituents.
● Minimum denominations of $1,000 and integral multiples thereof
● The CDs are expected to price on or about June 28, 2019 and are expected to settle on or about July 3, 2019.
● CUSIP: 48128HZA9

Investing in the CDs involves a number of risks. See “Risk Factors” beginning on page 7 of the accompanying disclosure
statement, “Risk Factors” beginning on page US-6 of the accompanying underlying supplement and “Selected Risk
Considerations” beginning on page TS-5 of this term sheet.
Fees and Discounts: J.P. Morgan Securities LLC, which we refer to as JPMS, and its affiliates will pay all of the selling commissions
received from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $12.75 per $1,000 CD.
If the CDs priced today, the estimated value of the CDs as determined by JPMS would be approximately $954.70 per $1,000
CD. JPMS’s estimated value of the CDs, when the terms of the CDs are set, will be provided by JPMS in the disclosure
supplement and will not be less than $930.00 per $1,000 CD. See “JPMS’s Estimated Value of the CDs” in this term sheet for
additional information.
Our affiliate, JPMS, certain of its affiliates and other broker-dealers may use this term sheet and the accompanying disclosure
statement in connection with offers and sales of the CDs after the date hereof.

Term sheet to the disclosure statement dated January 29, 2015 and underlying supplement no. CD-19-IV dated December 20, 2017
Key Terms
Index: The J.P. Morgan Efficiente® Plus DS 5 Index (Net ER) Payment at Maturity:
(Bloomberg ticker: EFPLUS5D). The level of the Index reflects At maturity, you will receive a cash payment, for each
the deduction of a fee of 0.85% per annum that accrues daily $1,000 CD, of $1,000 plus the Additional Amount, which will
and a notional financing cost deducted daily. not be less than the Minimum Amount. You will receive no
Participation Rate: 100.00% interest payment on the Maturity Date.
Minimum Amount: At least $10.50 per $1,000 CD (to be Additional Amount†: The Additional Amount payable at
provided in the disclosure supplement) maturity per $1,000 CD will equal:
Interest Rate: At least 1.05% per annum with respect to the $1,000 × the Index Return × the Participation Rate,
first four years of the term of the CDs (to be provided in the
disclosure supplement). No interest will be payable with provided that the Additional Amount will not be less than the
respect to the final year of the term of the CDs. Minimum Amount.
Pricing Date: On or about June 28, 2019 Index Return:
Original Issue Date (Settlement Date): On or about July 3,
2019 (Final Value – Initial Value)
Interest Payment Dates*: June 30, 2020, June 30, 2021, June Initial Value
30, 2022 and June 30, 2023
Observation Date*: June 25, 2024 Initial Value: The closing level of the Index on the Pricing
Date
Maturity Date*: June 28, 2024
Final Value: The closing level of the Index on the
* Subject to postponement in the event of a market disruption Observation Date
event and as described under “Supplemental Terms of the CDs
— Postponement of a Determination Date — CDs linked solely Early Withdrawals: At par upon death or adjudication of
to an Index” in the accompanying underlying supplement and incompetence of a beneficial holder of the CDs. For
“General Terms of the CDs — Postponement of a Payment information about early withdrawals and the limitations on
Date” in the accompanying disclosure statement such early withdrawals, see “General Terms of the CDs —
Additions and Withdrawals” in the accompanying disclosure
statement.
† Subject to the impact of a commodity hedging disruption event as
described under “General Terms of the CDs — Consequences of a
Commodity Hedging Disruption Event — Adjustment of the
Payment at Maturity” in the accompanying disclosure statement. In
the event of a commodity hedging disruption event, we have the
right, but not the obligation, to cause the CD calculation agent to
determine on the commodity hedging disruption date the value of
the Additional Amount payable at maturity. Under these
circumstances, the value of the Additional Amount payable at
maturity will be determined prior to, and without regard to the
closing level of the Index on, the Observation Date.

TS-1 | Structured Investments


Certificates of Deposit Linked to the J.P. Morgan Efficiente® Plus DS 5
Index (Net ER)
The J.P. Morgan Efficiente® Plus DS 5 Index (Net ER)
The J.P. Morgan Efficiente® Plus DS 5 Index (Net ER) (the “Index”) was developed and is maintained and calculated by J.P. Morgan
Securities plc (“JPMS plc”), one of our affiliates. JPMS plc acts as the calculation agent for the Index (the “index calculation agent”). The
Index is a notional dynamic basket that tracks the return of a portfolio of 19 exchange-traded funds (“ETFs”) (each an “ETF Constituent,”
and collectively the “ETF Constituents”) and one exchange-traded note (“ETN”) (the “Note Constituent”), in each case with distributions
notionally reinvested, and the JPMorgan Cash Index USD 3 Month (including any successor or substitute cash index included in the
Index, the “Cash Constituent”), less a fee of 0.85% per annum that accrues daily and a notional financing cost deducted daily, while
targeting a specific volatility on a daily basis. We refer to the ETF Constituents and the Note Constituent together as the “Exchange-
Traded Constituents” and to the Exchange-Traded Constituents and the Cash Constituent together as the “Basket Constituents.” The
Exchange-Traded Constituents represent a diverse range of asset classes and geographic regions.
The Index identifies monthly a notional portfolio composed of the Basket Constituents based on the “modern portfolio theory” approach
to asset allocation, which suggests how a rational investor should allocate capital across the available universe of assets to maximize
return for a given risk appetite. The Index uses the concept of an “efficient frontier” to define the asset allocation of the Index. An efficient
frontier for a portfolio of assets defines the optimum return of the portfolio for a given amount of risk. The Index uses the volatility of
returns of hypothetical portfolios as the measure of risk. This strategy is based on the assumption that the most efficient allocation of
assets is one that maximizes returns per unit of risk. The level of the Index is determined by tracking the return of the notional
portfolio, less a fee of 0.85% per annum that accrues daily and a notional financing cost deducted daily.
The notional financing cost is intended to approximate the cost of maintaining a position in the Basket Constituents using borrowed funds
at the rate of interest underlying the Cash Constituent, which is calculated based on 3-month USD LIBOR rates. LIBOR, which stands for
“London Interbank Offered Rate,” is the average interest rate estimated by leading banks in London that they would be charged if
borrowing from other banks without pledging any collateral or security. On July 27, 2017, the Chief Executive of the U.K. Financial Conduct
Authority (the “FCA”), which regulates LIBOR, announced that the FCA intends to stop persuading or compelling banks to submit rates
for the calculation of LIBOR rates to the LIBOR administrator after 2021. It is impossible to predict the impact of this announcement on
LIBOR rates, whether LIBOR rates will cease to be published or supported before or after 2021, the impact of any alternative reference
rates or whether any additional reforms to LIBOR may be enacted in the United Kingdom or elsewhere. Uncertainty as to the nature of
alternative reference rates and as to potential changes or other reforms to LIBOR may affect the 3-month USD LIBOR rates referenced
by the Cash Constituent and used to determine the notional financing cost during the term of the CDs, which may adversely affect the
Index and therefore the return on and market value of the CDs. See “Selected Risk Considerations — Risks Relating to the Index —
Uncertainty About the Future of LIBOR May Affect 3-Month U.S. Dollar LIBOR Rates, Which May Adversely Affect the Index and Therefore
the Return on and Market Value of the CDs” in this term sheet. The Index is an “excess return” index and not a “total return” index because
the performance of each Basket Constituent is reduced by the performance of the Cash Constituent.
The strategy assigns the weights to the Basket Constituents after determining the returns and volatilities of multiple hypothetical portfolios
composed of the Basket Constituents measured over the previous six months. The re-weighting methodology seeks to identify weights
for the Basket Constituents that would have resulted in the hypothetical portfolio with the highest return over the relevant measurement
period, subject to an annualized volatility over the same period of 5% or less. Thus, the hypothetical portfolio exhibiting the highest return
with an annualized volatility of 5% or less is then selected, with the weightings for that portfolio applied to the Basket Constituents. In the
event that none of the portfolios has an annualized volatility equal to or less than 5%, this volatility threshold is increased by 1% until a
portfolio is selected.
In addition, the Index targets an annualized volatility of 5% on a daily basis by dynamically adjusting its exposure to the notional portfolio
of Basket Constituents. The exposure of the Index to the notional portfolio is equal to the target volatility of 5% divided by the annualized
volatility of the same portfolio over the prior month, subject to certain constraints described below, including a minimum exposure of 0%,
a variable maximum exposure and, from but excluding December 20, 2017, a maximum daily exposure change of 50%. Accordingly, as
the volatility of the portfolio increases, the exposure provided by the Index to the portfolio decreases, and as the volatility of the portfolio
decreases, the exposure provided by the Index to the portfolio increases. The maximum exposure will vary so as to limit the aggregate
weight of the Exchange-Traded Constituents included in the monthly reference portfolio, as adjusted by the exposure, to 100%. The
maximum exposure applied to the notional portfolio as a whole will not be greater than 200%.
The aggregate weight of the Cash Constituent at any given time represents the portion of the notional portfolio of Basket Constituents
that is uninvested at that time. In addition, when the exposure of the Index to the notional portfolio of Basket Constituents is less than
100% on any day, a portion of the notional portfolio will be uninvested. The Index will reflect no return for any uninvested portion.

TS-2 | Structured Investments


Certificates of Deposit Linked to the J.P. Morgan Efficiente® Plus DS 5
Index (Net ER)
The following are the Basket Constituents composing the Index and the maximum weighting constraints assigned to the relevant sector
and asset type to which each belongs:

Sector Cap Asset Cap Basket Constituent Bloomberg Ticker

1 Equities (50%) 20% Vanguard S&P 500 ETF VOO

2 10% Vanguard Small-Cap ETF VB

3 20% Vanguard FTSE Developed Markets ETF VEA

4 10% iShares® MSCI EAFE Small-Cap ETF SCZ

5 20% Vanguard FTSE Emerging Markets ETF VWO

6 Investment Grade Fixed- 20% iShares® 20+ Year Treasury Bond ETF TLT
Income (50%)*
7 20% iShares® 7-10 Year Treasury Bond ETF IEF

8 20% iShares® iBoxx $ Investment Grade Corporate Bond ETF LQD

9 10% iShares® TIPS Bond ETF TIP

10 10% Vanguard Short-Term Corporate Bond ETF VCSH

11 Other Fixed-Income (50%) 20% SPDR® Bloomberg Barclays High Yield Bond ETF JNK

12 10% PIMCO 0-5 Year High Yield Corporate Bond Index ETF HYS

13 10% Invesco Senior Loan ETF** BKLN

14 10% iShares® Preferred and Income Securities ETF*** PFF

15 10% iShares® J.P. Morgan USD Emerging Markets Bond ETF EMB

16 Alternatives (50%) 10% Vanguard REIT ETF**** VNQ

17 20% VanEck Vectors® Gold Miners ETF GDX

18 10% ETRACS Alerian MLP Infrastructure Index ETN MLPI

19 10% Invesco DB Commodity Index Tracking Fund** DBC

20 10% iShares® Gold Trust IAU

21 N/A* 50% JPMorgan Cash Index USD 3 Month JPCAUS3M

* In addition, the investment grade fixed-income sector and the Cash Constituent together are subject to a combined maximum
weighting constraint of 75%.

** Effective June 4, 2018, the name of the Invesco Senior Loan ETF changed from the “PowerShares Senior Loan Portfolio” to its
current name and the name of the Invesco DB Commodity Index Tracking Fund changed from the “PowerShares DB Commodity
Index Tracking Fund” to its current name.

*** Effective February 1, 2019, the name of the iShares® Preferred and Income Securities ETF changed from “iShares® U.S. Preferred
Stock ETF” to its current name and the iShares® Preferred and Income Securities ETF will track a transitional underlying index
until November 1, 2019 at which point it will begin tracking a new underlying index. See Annex A in this term sheet for more
information.

**** Shareholders of the Vanguard REIT ETF have recently approved a change to the investment objective of the Vanguard REIT ETF,
which is expected to result in a change to the name and the underlying index of the Vanguard REIT ETF as well. See “Background
on the Vanguard REIT ETF” in the accompanying underlying supplement for more information.

The Index is reported by the Bloomberg Professional® service (“Bloomberg”) under the ticker symbol “EFPLUS5D.”
See “The J.P. Morgan Efficiente® Plus Index Series” in the accompanying underlying supplement for more information about
the Index and the Basket Constituents.
"Efficiente®" is a registered trademark of JPMorgan Chase & Co.
TS-3 | Structured Investments
Certificates of Deposit Linked to the J.P. Morgan Efficiente® Plus DS 5
Index (Net ER)
TS-4 | Structured Investments
Certificates of Deposit Linked to the J.P. Morgan Efficiente® Plus DS 5
Index (Net ER)
Hypothetical Payout Profile

Total Interest Payments


The total Interest Payments per $1,000 CD over the first four years of the term of the CDs based on a hypothetical Interest Rate of
1.05% per annum is $42.00. No interest is payable on the Maturity Date.

Payment at Maturity
The following table and graph illustrate the hypothetical payment at maturity on the CDs linked to a hypothetical Index. The hypothetical
payments set forth below assume the following:
● an Initial Value of 100.00;
● a Participation Rate of 100.00%; and
● a Minimum Amount of $10.50 per $1,000 CD.
The hypothetical Initial Value of 100.00 has been chosen for illustrative purposes only and may not represent a likely actual Initial
Value. The actual Initial Value will be the closing level of the Index on the Pricing Date and will be provided in the disclosure
supplement. For historical data regarding the actual closing levels of the Index, please see the historical information set forth under
“Hypothetical Back-Tested Data and Historical Information” in this term sheet.
Each hypothetical payment at maturity set forth below is for illustrative purposes only and may not be the actual payment at maturity
applicable to a purchaser of the CDs. The numbers appearing in the following table and graph have been rounded for ease of analysis.

Final Value Index Return Additional Amount(1) Payment at Maturity Annual Percentage Yield
180.00 80.00% $800.00 $1,800.00 12.47%
170.00 70.00% $700.00 $1,700.00 11.20%
160.00 60.00% $600.00 $1,600.00 9.86%
150.00 50.00% $500.00 $1,500.00 8.45%
140.00 40.00% $400.00 $1,400.00 6.96%
130.00 30.00% $300.00 $1,300.00 5.39%
120.00 20.00% $200.00 $1,200.00 3.71%
110.00 10.00% $100.00 $1,100.00 1.92%
101.05 1.05% $10.50 $1,010.50 0.21%
101.00 1.00% $10.50 $1,010.50 0.21%
100.00 0.00% $10.50 $1,010.50 0.21%
95.00 -5.00% $10.50 $1,010.50 0.21%
90.00 -10.00% $10.50 $1,010.50 0.21%
85.00 -15.00% $10.50 $1,010.50 0.21%
80.00 -20.00% $10.50 $1,010.50 0.21%
70.00 -30.00% $10.50 $1,010.50 0.21%
60.00 -40.00% $10.50 $1,010.50 0.21%
50.00 -50.00% $10.50 $1,010.50 0.21%
40.00 -60.00% $10.50 $1,010.50 0.21%
30.00 -70.00% $10.50 $1,010.50 0.21%
20.00 -80.00% $10.50 $1,010.50 0.21%
(1) Will not be less than a Minimum Amount of $10.50.

TS-5 | Structured Investments


Certificates of Deposit Linked to the J.P. Morgan Efficiente® Plus DS 5
Index (Net ER)
The following graph demonstrates the hypothetical total payments at maturity on the CDs for a sub-set of Index Returns detailed in the
table above (-30% to 40%). We cannot give you assurance that the performance of the Index will result in a payment at maturity in
excess of $1,000 per $1,000 CD plus the Minimum Amount.

How the CDs Work

Upside Scenario:
If the Final Value is greater than the Initial Value investors will receive at maturity the $1,000 principal amount, which is equal to $1,000
times the Index Return times the Participation Rate of 100.00% for each $1,000 CD. In addition, the Additional Amount will not be less
than a Minimum Amount of $10.50 per $1,000 CD.

● If the closing level of the Index increases 10.00%, investors will receive at maturity a 10.00% return, or $1,100.00 per $1,000 CD.
When added to the interest payments received over the first four years of the term of the CDs, assuming a hypothetical Interest
Rate of 1.05%, the total payment on the CDs over the term of the CDs will be $1,142.00 per $1,000 CD.

Par Scenario:
If the Final Value is not greater than the Initial Value by more than 1.05%, assuming a Minimum Amount of $10.50 per $1,000 CD, the
Additional Amount will be $10.50 and investors will receive at maturity $1,010.50 per $1,000 CD. When added to the interest payments
received over the first four years of the term of the CDs, assuming a hypothetical Interest Rate of 1.05%, the total payment on the CDs
over the term of the CDs will be $1,052.50 per $1,000 CD.
The hypothetical returns and hypothetical payments on the CDs shown above apply only if you hold the CDs for their entire term.
These hypotheticals do not reflect the fees or expenses that would be associated with any sale in the secondary market. If these fees
and expenses were included, the hypothetical returns and hypothetical payments shown above would likely be lower.

Selected Risk Considerations


An investment in the CDs involves significant risks. These risks are explained in more detail in the “Risk Factors” sections of the
accompanying disclosure statement and underlying supplement.

Risks Relating to the CDs Generally


● THE CDs MAY NOT PAY MORE THAN THE PRINCIPAL AMOUNT PLUS THE MINIMUM AMOUNT AT MATURITY —
If the Final Value is not greater than the Initial Value by more than the Minimum Amount, you will receive only the principal amount
of your CDs plus the Minimum Amount per $1,000 CD at maturity, and you will not be compensated for any loss in value due to
inflation and other factors relating to the value of money over time.
● THE LEVEL OF THE INDEX WILL INCLUDE THE DEDUCTION OF A FEE OF 0.85% PER ANNUM AND A NOTIONAL
FINANCING COST BASED ON 3-MONTH USD LIBOR —
This fee and financing cost will be deducted daily. As a result of the deduction of this fee and financing cost, the level of the Index
will trail the value of a hypothetical identically constituted notional portfolio from which no such fee or cost is deducted.

TS-6 | Structured Investments


Certificates of Deposit Linked to the J.P. Morgan Efficiente® Plus DS 5
Index (Net ER)
● CREDIT RISK OF JPMORGAN CHASE BANK —
A depositor purchasing a principal amount of CDs in excess of FDIC insurance limits, when aggregated with all other deposits held
by the depositor in the same right and capacity at JPMorgan Chase Bank, will be subject to the credit risk of JPMorgan Chase
Bank. Investors are dependent on JPMorgan Chase Bank’s ability to pay any amounts due on the CDs in excess of FDIC
insurance limits. Any actual or potential change in the creditworthiness, credit ratings or credit spreads related to us or our
affiliates, as determined by the market for taking that credit risk, is likely to adversely affect the value of the CDs.
● WE MAY DETERMINE THE ADDITIONAL AMOUNT FOR YOUR CDs EARLY IF A COMMODITY HEDGING DISRUPTION
EVENT OCCURS —
If we or our affiliates are unable to effect transactions necessary to hedge our obligations under the CDs due to a commodity
hedging disruption event, we may, in our sole and absolute discretion, cause the CD calculation agent to determine the Additional
Amount for your CDs early based on the CD calculation agent’s good faith determination of the option value for your CDs (i.e., the
price of the embedded option representing the Additional Amount payable on the CDs at maturity) on the date on which the CD
calculation agent determines that a commodity hedging disruption event has occurred, which may be significantly earlier than the
Observation Date. Under these circumstances, the amount due and payable on your CDs, other than any remaining interest
payments prior to the Maturity Date, will be due and payable only at maturity, and that amount will not reflect any appreciation of
the Index after such early determination. See “General Terms of the CDs — Consequences of a Commodity Hedging Disruption
Event” in the accompanying disclosure statement for more information.
● POTENTIAL CONFLICTS —
We and our affiliates play a variety of roles in connection with the CDs. In performing these duties, our economic interests are
potentially adverse to your interests as an investor in the CDs. It is possible that hedging or trading activities of ours or our affiliates
in connection with the CDs could result in substantial returns for us or our affiliates while the value of the CDs declines. Please
refer to “Risk Factors — Risks Relating to Conflicts of Interest” in the accompanying disclosure statement. See also “— Risks
Relating to the Index — Our Affiliate, JPMS plc, Is the Index Calculation Agent and May Adjust the Index in a Way that Affects Its
Level” below.
ICE Benchmark Administration calculates USD LIBOR using submissions from contributing banks, including our London branch,
and determines the gold price referenced by the iShares® Gold Trust using an auction in which our London branch participates. We
and our affiliates will have no obligation to consider your interests as a holder of the CDs in taking any actions in connection with
acting as a USD LIBOR contributing bank or a gold price auction participant that might affect USD LIBOR, the gold price or the
CDs.
In addition, one of our affiliates developed and maintains and calculates the JPMorgan Cash Index USD 3 Month, which is one of
the Basket Constituents, and the J.P. Morgan Emerging Markets Bond Index Global CORE, which is the reference index of the
iShares® J.P. Morgan USD Emerging Markets Bond ETF, one of the Basket Constituents. Furthermore, the J.P. Morgan Emerging
Markets Bond Index Global CORE makes use of certain weights, prices, values, levels or dates that are determined by
PricingDirect Inc. (“PricingDirect”). PricingDirect is JPMorgan Chase & Co.’s wholly owned subsidiary and provides valuation and
other metrics data for fixed-income securities and derivatives. PricingDirect determines these prices through a proprietary
evaluation process that takes into account market-based evaluations (such as market intelligence for traded, quoted securities). In
addition, under some circumstances, the pricing information provided by PricingDirect on the bonds underlying the J.P. Morgan
Emerging Markets Bond Index Global CORE may be derived solely from price quotations or internal valuations made by one or
more of our affiliates. Accordingly, conflicts of interest exist between our affiliate that calculates one Basket Constituent and the
index underlying another Basket Constituent and PricingDirect, on the one hand, and you, on the other hand. None of these
affiliates of ours will have any obligation to consider your interests as a holder of the CDs in taking any actions that might affect the
value of your CDs.
● YOU WILL NOT RECEIVE DIVIDENDS OR OTHER DISTRIBUTIONS ON THE SECURITIES UNDERLYING THE BASKET
CONSTITUENTS OR HAVE ANY RIGHTS WITH RESPECT TO THOSE SECURITIES.
● JPMS AND ITS AFFILIATES MAY HAVE PUBLISHED RESEARCH, EXPRESSED OPINIONS OR PROVIDED
RECOMMENDATIONS THAT ARE INCONSISTENT WITH INVESTING IN OR HOLDING THE CDs, AND MAY DO SO IN THE
FUTURE —
JPMS and its affiliates may have published research or other opinions that call into question the investment view implicit in an
investment in the CDs. Any research, opinions or recommendations could affect the market value of the CDs. Investors should
undertake their own independent investigation of the merits of investing in the CDs, the Basket Constituents and the securities,
commodities, commodity futures contracts and other assets underlying the Basket Constituents included in the Index.
● LACK OF LIQUIDITY —
The CDs will not be listed on an organized securities exchange. JPMS and its affiliates may offer to purchase the CDs upon terms
and conditions acceptable to them, but are not required to do so. You may not be able to sell your CDs. The CDs are not designed
to be short-term trading instruments. Accordingly, you should be able and willing to hold your CDs to maturity. For more
information, see “General Terms of the CDs — Additions and Withdrawals” and “Discounts and Secondary Market” in the
accompanying disclosure statement.
● LIMITATIONS ON FDIC INSURANCE —
As a general matter, a holder who purchases a principal amount of CDs, together with other deposits that it maintains at JPMorgan
Chase Bank in the same ownership capacity, that is greater than the applicable limits set by federal law and regulation will not be
insured by the FDIC for the principal amount exceeding such limit. In addition, under FDIC interpretations, the return on the CDs,
which is reflected in the form of the Additional Amount, is not insured by the FDIC until the Observation Date. Any amounts due on
the CDs in excess of the applicable FDIC insurance limits will be subject to the credit risk of JPMorgan Chase Bank. For more
information, see “Deposit Insurance” in the accompanying disclosure statement.
● THE FINAL TERMS AND VALUATION OF THE CDs WILL BE PROVIDED IN THE DISCLOSURE SUPPLEMENT —
You should consider your potential investment in the CDs based on the minimums for JPMS’s estimated value and the
Participation Rate.

TS-7 | Structured Investments


Certificates of Deposit Linked to the J.P. Morgan Efficiente® Plus DS 5
Index (Net ER)
● JPMS’S ESTIMATED VALUE OF THE CDs WILL BE LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF
THE CDs —
JPMS’s estimated value is only an estimate using several factors. The original issue price of the CDs will exceed JPMS’s estimated
value because costs associated with selling, structuring and hedging the CDs are included in the original issue price of the CDs.
These costs include the selling commissions, the projected profits, if any, that our affiliates expect to realize for assuming risks
inherent in hedging our obligations under the CDs and the estimated cost of hedging our obligations under the CDs. See “JPMS’s
Estimated Value of the CDs” in this term sheet.
● JPMS’S ESTIMATED VALUE DOES NOT REPRESENT FUTURE VALUES OF THE CDs AND MAY DIFFER FROM OTHERS’
ESTIMATES —
See “JPMS’s Estimated Value of the CDs” in this term sheet.
● JPMS’S ESTIMATED VALUE IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE —
The internal funding rate used in the determination of JPMS’s estimated value may differ from the market-implied funding rate for
vanilla fixed income instruments of a similar maturity issued by us or our affiliates. Any difference may be based on, among other
things, our view of the funding value of the CDs as well as the issuance, operational and ongoing liability management costs of the
CDs. This internal funding rate is based on certain market inputs and assumptions, which may prove to be incorrect, and is
intended to approximate the prevailing market replacement funding rate for the CDs. Our use of an internal funding rate and any
potential changes to that rate may have an adverse effect on the terms of the CDs and any secondary market prices of the CDs.
See “JPMS’s Estimated Value of the CDs” in this term sheet.
● THE VALUE OF THE CDs 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 CDs FOR A LIMITED TIME
PERIOD —
We generally expect that some of the costs included in the original issue price of the CDs will be partially paid back to you in
connection with any repurchases of your CDs by JPMS in an amount that will decline to zero over an initial predetermined period.
See “Secondary Market Prices of the CDs” in this term sheet for additional information relating to this initial period. Accordingly, the
estimated value of your CDs during this initial period may be lower than the value of the CDs as published by JPMS (and which
may be shown on your customer account statements).
● SECONDARY MARKET PRICES OF THE CDs WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE CDs

Any secondary market prices of the CDs will likely be lower than the original issue price of the CDs because, among other things,
secondary market prices take into account our internal secondary market funding rates for structured issuances and, also, because
secondary market prices may exclude selling commissions, projected hedging profits, if any, and estimated hedging costs that are
included in the original issue price of the CDs. As a result, the price, if any, at which JPMS will be willing to buy the CDs 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.
In addition, if JPMS purchases your CDs in the secondary market within six days after their initial issuance, you will be subject to
early withdrawal penalties we are required to impose pursuant to Regulation D of the Federal Reserve Board. Under these
circumstances, the repurchase price will be less than the original issue price of the CDs.
● SECONDARY MARKET PRICES OF THE CDs WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS —
The secondary market price of the CDs 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 of the Index. Additionally, independent pricing vendors and/or third party broker-dealers may publish a price for the
CDs, which may also be reflected on customer account statements. This price may be different (higher or lower) than the price of
the CDs, if any, at which JPMS may be willing to purchase your CDs in the secondary market. See “Risk Factors — Risks Relating
to the Estimated Value and Secondary Market Prices of the CDs — Secondary market prices of the CDs will be impacted by many
economic and market factors” in the accompanying disclosure statement.

Risks Relating to the Index


● OUR AFFILIATE, JPMS PLC, IS THE INDEX CALCULATION AGENT AND MAY ADJUST THE INDEX IN A WAY THAT
AFFECTS ITS LEVEL —
JPMS plc, one of our affiliates, acts as the index calculation agent and is responsible for calculating and maintaining the Index and
developing the guidelines and policies governing its composition and calculation. The rules governing the Index may be amended
at any time by JPMS plc, in its sole discretion, and the rules also permit the use of discretion by JPMS plc in specific instances,
including, but not limited to, the determination of the levels to be used in the event of market disruptions that affect its ability to
calculate and publish the levels of the Index and the interpretation of the rules governing the Index. Unlike other indices, the
maintenance of the Index is not governed by an independent committee. Although judgments, policies and determinations
concerning the Index are made by JPMS plc, JPMorgan Chase Bank, as the parent company of JPMS plc, ultimately controls
JPMS plc.
In addition, the policies and judgments for which JPMS plc is responsible could have an impact, positive or negative, on the level of
the Index and the value of your CDs. JPMS plc is under no obligation to consider your interests as an investor in the CDs.
Furthermore, the inclusion of the Basket Constituents in the Index is not an investment recommendation by us or JPMS plc of the
Basket Constituents or any of the securities, commodities, commodity futures contracts, loans or other assets underlying the
Basket Constituents.

TS-8 | Structured Investments


Certificates of Deposit Linked to the J.P. Morgan Efficiente® Plus DS 5
Index (Net ER)
● THE INDEX SHOULD NOT BE COMPARED TO ANY OTHER INDEX OR STRATEGY SPONSORED BY ANY OF OUR
AFFILIATES —
The Index follows a notional rules-based proprietary strategy that may have objectives, features and/or constituents that are similar
to those of another index or strategy sponsored by any of our affiliates (each, a “J.P. Morgan Index”). No assurance can be given
that these similarities will form a basis for comparison between the Index and any other J.P. Morgan Index, and no assurance can
be given that the Index would be more successful than or outperform any other J.P. Morgan Index. The Index operates
independently and does not necessarily revise, enhance, modify or seek to outperform any other J.P. Morgan Index.
● OWNING THE CDs INVOLVES THE RISKS ASSOCIATED WITH THE INDEX’S MOMENTUM INVESTMENT STRATEGY —
The Index employs a mathematical model intended to implement what is generally known as a momentum investment strategy,
which seeks to capitalize on positive trends in the returns of financial instruments, 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 Index may fail to realize gains that could occur as a result of obtaining exposures to
financial instruments that have experienced negative returns, but which subsequently experience a sudden spike in positive
returns. In addition, the Index may decline as a result of tracking assets that have performed well in the past, but then experience
price declines. The Index may also perform poorly in non-trending, “choppy” markets characterized by short-term volatility.
● THE INDEX MAY NOT APPROXIMATE ITS TARGET VOLATILITY —
No assurance can be given that the Index will approximate its target volatility. The actual realized volatility of the Index may be
greater or less than 5%. The monthly weights of the notional portfolio(s) tracked by the Index are based on the historical volatility of
the relevant notional portfolio over a specified measurement period and are subject to maximum aggregate and individual
weighting constraints. In addition, the exposure of the Index to the relevant notional portfolio(s) is dynamically adjusted on a daily
basis, subject to minimum and maximum exposure limits, based on the historical volatility of the relevant notional portfolio(s) over
specified measurement periods, with the intension of achieving the target volatility on a daily basis. However, there is no guarantee
that trends existing in the relevant measurement period will continue in the future. Moreover, the monthly rebalancing and daily
adjustment may not be sufficient to reduce exposure to the notional portfolio(s) tracked by the Index if there is a sudden increase in
volatility. The volatility of the notional portfolio on any day may change quickly and unexpectedly. Accordingly, the actual realized
annualized volatility of the Index on a daily basis may be greater than or less than 5%, which may adversely affect the level of the
Index and the value of the CDs.
● THE DAILY ADJUSTMENT OF THE EXPOSURE OF THE INDEX TO THE MONTHLY REFERENCE PORTFOLIO OF BASKET
CONSTITUENTS MAY CAUSE THE INDEX NOT TO REFLECT FULLY ANY PRICE APPRECIATION OR TO MAGNIFY ANY
PRICE DEPRECIATION OF THE NOTIONAL PORTFOLIO —
In an effort to approximate the target volatility of 5% on a daily basis, the Index adjusts its exposure to the notional portfolio of
Basket Constituents daily based on the historical volatility of the notional portfolio over a specified measurement period, subject to
maximum and minimum exposure limits. When the historical volatility is greater than the target volatility, the Index will reduce the
exposure to the notional portfolio. When the historical volatility is less than the target volatility, the Index will increase the exposure
to the notional portfolio. The exposure may vary between 0% and a variable maximum exposure, subject to a daily maximum
exposure change of 50%. The maximum exposure to the monthly reference portfolio will not be greater than 200% and will vary so
as to limit the aggregate weight of the Exchange-Traded Constituents included in the monthly reference portfolio, as adjusted by
the exposure, to 100%.
Due to the daily exposure adjustments, the Index may fail to realize gains due to price appreciation of the notional portfolio at a
time when the exposure is less than 100% or may suffer increased losses due to price depreciation of the notional portfolio when
the exposure is above 100%. As a result, the Index may underperform a similar index that does not include a daily exposure
adjustment feature.
● THE CDs MAY PROVIDE EXPOSURE TO ANY BASKET CONSTITUENT IN EXCESS OF THE WEIGHTING CONSTRAINT
SPECIFIED FOR THAT BASKET CONSTITUENT —
As explained above, the maximum exposure to the notional portfolio will not be greater than 200% and will vary so as to limit the
aggregate weight of the Exchange-Traded Constituents included in the monthly reference portfolio, as adjusted by the exposure, to
100%. Accordingly, the Index may provide exposure to an Exchange-Traded Constituent equal to up to twice the weighting
constraint that applies to that Exchange-Traded Constituent in the monthly portfolio selection process. Any movements in value of
an Exchange-Traded Constituent may result in greater changes in the value of that Exchange-Traded Constituent than if its
exposure were limited to its weighting constraint. In particular, exposure to an Exchange-Traded Constituent in excess of 100% of
its weighting constraint will magnify any negative performance of that Exchange-Traded Constituent, which, in turn, could cause
you to receive a lower return on the CDs than you would have received if the weight of each Exchange-Traded Constituent were
limited to its weighting constraint.
● THE INVESTMENT STRATEGY USED TO CONSTRUCT THE INDEX INVOLVES MONTHLY REBALANCING AND
WEIGHTING CONSTRAINTS THAT ARE APPLIED TO THE BASKET CONSTITUENTS AND DAILY ADJUSTMENTS TO THE
EXPOSURE TO THE NOTIONAL PORTFOLIO CONSISTING OF THE BASKET CONSTITUENTS —
The Basket Constituents are subject to monthly rebalancing and weighting constraints by asset type and on subsets of assets
based on historical volatility and daily adjustments to the exposure to the notional portfolio consisting of the Basket Constituents.
By contrast, a notional portfolio that does not rebalance monthly and is not subject to any weighting constraints or daily exposure
adjustments in this manner could see greater compounded gains over time through exposure to a consistently and rapidly
appreciating portfolio consisting of the Basket Constituents. The monthly rebalancing may also adversely affect potential returns by
reducing exposure to the notional portfolio(s) tracked by the Index in times of high volatility when the notional portfolio(s) are
experiencing price increases. Therefore, your return on the CDs may be less than the return you could realize on an alternative
investment in the Basket Constituents that is not subject to monthly rebalancing, weighting constraints or daily exposure
adjustments.

TS-9 | Structured Investments


Certificates of Deposit Linked to the J.P. Morgan Efficiente® Plus DS 5
Index (Net ER)
● CHANGES IN THE VALUES OF THE BASKET CONSTITUENTS MAY OFFSET EACH OTHER —
Because the CDs are linked to the Index, which is linked to the performance of the Basket Constituents, which collectively
represent a diverse range of asset classes and geographic regions, price movements between the Basket Constituents
representing different asset classes or geographic regions may not correlate with each other. At a time when the value of a Basket
Constituent representing a particular asset class or geographic region increases, the value of other Basket Constituents
representing a different asset class or geographic region may not increase as much or may decline. Therefore, in calculating the
level of the Index, increases in the values of some of the Basket Constituents may be moderated, or more than offset, by lesser
increases or declines in the values of other Basket Constituents. In addition, high correlation during periods of negative returns
among Basket Constituents could have a material adverse effect on the performance of the Index.
● FOR EACH ETF CONSTITUENT THAT TRACKS A REFERENCE INDEX, THE PERFORMANCE OF THAT ETF
CONSTITUENT’S REFERENCE INDEX AS WELL AS ITS NET ASSET VALUE PER SHARE MAY NOT CORRELATE WITH ITS
PERFORMANCE AND MARKET VALUE, PARTICULARLY DURING PERIODS OF MARKET VOLATILITY —
Each ETF Constituent may not fully replicate its reference index and may hold securities different from those included in its
reference index. In addition, the performance of each ETF Constituent will reflect additional transaction costs and fees that are not
included in the calculation of its reference index. All of these factors may lead to a lack of correlation between the performance of
each ETF Constituent and its reference index. In addition, corporate actions with respect to the equity securities underlying the
ETF Constituents (such as mergers and spin-offs) may impact the variance between the performances of each ETF Constituent
and its reference index. Finally, because the ETF Constituents are traded on public exchanges and are subject to market supply
and investor demand, the market value of each ETF Constituent may differ from its net asset value per share.
During periods of market volatility, securities underlying the ETF Constituents may be unavailable in the secondary market, market
participants may be unable to calculate accurately the net asset value per share of the ETF Constituents and the liquidity of the
ETF Constituents may be adversely affected. This kind of market volatility may also disrupt the ability of market participants to
create and redeem shares of the ETF Constituents. Further, market volatility may adversely affect, sometimes materially, the prices
at which market participants are willing to buy and sell shares of the ETF Constituents. As a result, under these circumstances, the
market value of the ETF Constituents may vary substantially from their net asset values per share. For all of the foregoing reasons,
the performance of each ETF Constituent may not correlate with the performance of its reference index as well as its net asset
value per share, which could materially and adversely affect the value of the CDs in the secondary market and/or reduce any
payment on the CDs.
● THE INDEX MAY BE PARTIALLY UNINVESTED —
The aggregate weight of the Cash Constituent at any given time represents the portion of the notional portfolio that is uninvested at
that time. The Index will reflect no return for any uninvested portion (including any portion represented by the Cash Constituent).
While the weight of the Cash Constituent is normally limited by a weighting constraint of 50%, if, as a result of an extraordinary
event, any Basket Constituent is replaced with the Cash Constituent, the aggregate weight of the Cash Constituent would be
allowed to exceed 50% because a portion of that aggregate weight would be subject to the weighting constraints specific to the
replaced Basket Constituent and not the weighting constraints specific to the Cash Constituent. See “The Basket Constituents
Composing the Index May Be Replaced by a Substitute ETF, ETN or Index” below.
In addition, when the exposure of the Index to the notional portfolio of Basket Constituents is less than 100% on any day, a portion
of the notional portfolio will be uninvested. For example, if the daily exposure is set at 70%, and assuming the weight of the Cash
Constituent is 0%, 30% of the notional portfolio would be uninvested. The Index will reflect no return for any uninvested portion.
● HYPOTHETICAL BACK-TESTED DATA RELATING TO THE INDEX DO NOT REPRESENT ACTUAL HISTORICAL DATA AND
ARE SUBJECT TO INHERENT LIMITATIONS —
The hypothetical back-tested performance of the Index set forth under “Hypothetical Back-Tested Data and Historical Information”
in this term sheet is purely theoretical and does not represent the actual historical performance of the Index and has not been
verified by an independent third party. For time periods prior to the launch of an Exchange-Traded Constituent and that Exchange-
Traded Constituent’s initial satisfaction of a minimum liquidity standard, the hypothetical back-tested performance in the Index was
calculated using alternative performance information derived from a related index, after deducting hypothetical fund fees, rather
than the performance information for that Exchange-Traded Constituent.
Alternative modeling techniques or assumptions may produce different hypothetical historical information that might prove to be
more appropriate and that might differ significantly from the hypothetical historical information set forth under “Hypothetical Back-
Tested Data and Historical Information” in this term sheet. In addition, back-tested, hypothetical historical results have inherent
limitations. These back-tested results are achieved by means of a retroactive application of a back-tested model designed with the
benefit of hindsight. As with actual historical data, hypothetical back-tested data should not be taken as an indication of future
performance.
● THE BASKET CONSTITUENTS COMPOSING THE INDEX MAY BE REPLACED BY A SUBSTITUTE ETF, ETN OR INDEX —
Following the occurrence of an extraordinary event with respect to a Basket Constituent, the affected Basket Constituent may be
replaced by a substitute ETF, ETN or index, provided that only the Note Constituent can be replaced by a substitute ETN and that
the Cash Constituent can be replaced only with a substitute index. These extraordinary events include, among other things, events
that result in material changes to, or the termination of, a Basket Constituent or, in the case an Exchange-Traded Constituent,
events that could result in material changes to its value or liquidity. In particular, a redemption of the Note Constituent by its issuer
would constitute an extraordinary event, and the issuer of the Note Constituent has the right to redeem the Note Constituent at any
time. See “The J.P. Morgan Efficiente® Plus Index Series — Extraordinary Events” in the accompanying underlying supplement for
additional information about extraordinary events.
If the index calculation agent determines in its discretion that no suitable substitute is available for an affected Basket Constituent
(other than the Cash Constituent), then the index calculation agent will replace that Basket Constituent with the Cash Constituent.
Under these circumstances, the aggregate weight of the Cash Constituent in the Index may be greater than the maximum 50%
weight limit allocated to the Cash Constituent because a portion of such aggregate weight would be subject to the separate
maximum weight limit specific to the affected Basket Constituent.

TS-10 | Structured Investments


Certificates of Deposit Linked to the J.P. Morgan Efficiente® Plus DS 5
Index (Net ER)
● THE COMMODITY FUTURES CONTRACTS UNDERLYING ONE OF THE BASKET CONSTITUENTS ARE SUBJECT TO
UNCERTAIN LEGAL AND REGULATORY REGIMES —
Legal or regulatory developments affecting the commodity futures contracts underlying one of the Basket Constituents, the Invesco
DB Commodity Index Tracking Fund, may result in the index calculation agent exercising its discretionary right to exclude or
substitute Basket Constituents or the occurrence of a commodity hedging disruption event or may otherwise adversely affect the
value of the CDs. If a commodity hedging disruption event occurs, we may cause the CD calculation agent to determine the value
of the Additional Amount for your CDs early. See “Risks Relating to the CDs Generally — We May Determine the Additional
Amount for Your CDs Early If a Commodity Hedging Disruption Event Occurs” above and “Risk Factors — Risks Relating to the
ETF Constituents That Provide Exposure to Commodities or Commodity Futures Contracts” in the accompanying underlying
supplement.
● THE CDs MAY BE SUBJECT TO THE CREDIT RISK OF TWO ISSUERS —
As discussed above, any payment on the CDs in excess of FDIC insurance limits is subject to our credit risk. In addition, the Note
Constituent is a series of unsecured debt securities of UBS AG and is subject to the credit risk of UBS AG. Accordingly, any return
on the CDs that reflects the performance of the Index may be subject to the credit risk of both us (with respect to payments on the
CDs) and UBS AG, the issuer of the Note Constituent (with respect to the value of the Note Constituent in the Index). Any actual or
perceived deterioration in the credit quality of UBS AG may increase the volatility of and adversely affect the price performance of
the Note Constituent, which may affect the exposure of the Index to the Note Constituent, if any, and adversely affect the level of
the Index and the value of the CDs.
● ADDITIONAL RISKS RELATING TO THE iSHARES® PREFERRED AND INCOME SECURITIES ETF —
Effective February 1, 2019, the investment objective and underlying index for the iShares® Preferred and Income Securities ETF
were changed, as described in “Annex A” to this term sheet. Changes to the underlying index may adversely affect the iShares®
Preferred and Income Securities ETF, the Index and the return on the CDs. The principal difference is the inclusion of hybrid
securities to the securities tracked by the underlying index. Moreover, the historical performance of the iShares® Preferred and
Income Securities ETF and the Index prior to February 1, 2019 does not reflect the contribution of hybrid securities to the iShares®
Preferred and Income Securities ETF and investors in the CDs should bear this difference in mind when evaluating the historical
data. See “Annex A — Additional Risk Considerations Relating to the iShares® Preferred and Income Securities ETF” in this term
sheet for more information.
● UNCERTAINTY ABOUT THE FUTURE OF LIBOR MAY AFFECT 3-MONTH USD LIBOR RATES, WHICH MAY ADVERSELY
AFFECT THE INDEX AND THEREFORE THE RETURN ON AND THE MARKET VALUE OF THE CDs —On July 27, 2017, the
Chief Executive of the U.K. Financial Conduct Authority (the “FCA”), which regulates LIBOR, announced that the FCA intends to
stop persuading or compelling banks to submit rates for the calculation of LIBOR rates to the LIBOR administrator after 2021. The
announcement indicates that the continuation of LIBOR on the current basis cannot and will not be guaranteed. It is impossible to
predict whether and to what extent banks will continue to provide LIBOR submissions to the administrator of LIBOR, whether
LIBOR rates will cease to be published or supported before or after 2021 or whether any additional reforms to LIBOR may be
enacted in the United Kingdom or elsewhere. At this time, no consensus exists as to what rate or rates may become accepted
alternatives to LIBOR and it is impossible to predict the effect of any such alternatives on the CDs. Uncertainty as to the nature of
alternative reference rates and as to potential changes or other reforms to LIBOR may affect the 3-month USD LIBOR rates
referenced by the Cash Constituent and used to determine the notional financing cost during the term of the CDs, which may
adversely affect the Index and therefore the return on and market value of the CDs. Any successor or replacement interest rates
may perform differently from the 3-month USD LIBOR rates, which may adversely affect the Index and therefore the return on and
the market value of the CDs.
● OTHER KEY RISKS:
o THE INDEX MAY NOT BE SUCCESSFUL OR OUTPERFORM ANY ALTERNATIVE STRATEGY THAT MIGHT BE
EMPLOYED IN RESPECT OF THE BASKET CONSTITUENTS.
o THE INDEX WAS ESTABLISHED ON DECEMBER 31, 2014, AND THEREFORE HAS A LIMITED OPERATING HISTORY
AND MAY PERFORM IN UNANTICIPATED WAYS.
o THE INDEX COMPRISES NOTIONAL ASSETS AND LIABILITIES. THERE IS NO ACTUAL PORTFOLIO OF ASSETS TO
WHICH ANY PERSON IS ENTITLED OR IN WHICH ANY PERSON HAS ANY OWNERSHIP INTEREST.
o THE CDs ARE SUBJECT TO CURRENCY EXCHANGE RISK BECAUSE THE PRICES OF THE NON-U.S. SECURITIES
COMPOSING SEVERAL OF THE ETF CONSTITUENTS ARE CONVERTED INTO U.S. DOLLARS FOR PURPOSES OF
CALCULATING THE VALUE OF THE RELEVANT ETF CONSTITUENT.
o AN INVESTMENT IN THE CDs IS SUBJECT TO RISKS ASSOCIATED WITH NON-U.S. SECURITIES MARKETS,
INCLUDING EMERGING MARKETS.
o THE CDs ARE SUBJECT TO SIGNIFICANT RISKS ASSOCIATED WITH FIXED-INCOME SECURITIES AND LOANS,
INCLUDING INTEREST RATE-RELATED RISKS AND CREDIT RISK.
o THE CDs ARE SUBJECT TO SIGNIFICANT RISKS ASSOCIATED WITH HIGH-YIELD FIXED INCOME SECURITIES,
INCLUDING CREDIT RISK.
o THE CDs ARE SUBJECT TO SIGNIFICANT RISKS ASSOCIATED WITH PREFERRED STOCK AND HYBRID SECURITIES.
o THE CDs ARE SUBJECT TO SIGNIFICANT RISKS ASSOCIATED WITH MORTGAGE-BACKED SECURITIES.

TS-11 | Structured Investments


Certificates of Deposit Linked to the J.P. Morgan Efficiente® Plus DS 5
Index (Net ER)
o INVESTMENTS RELATED TO THE VALUES OF THE COMMODITIES TEND TO BE MORE VOLATILE THAN
TRADITIONAL CD INVESTMENTS.
o HIGHER FUTURE PRICES OF THE COMMODITY FUTURES CONTRACTS CONSTITUTING THE INVESCO DB
COMMODITY INDEX TRACKING FUND RELATIVE TO THEIR CURRENT PRICES MAY DECREASE THE AMOUNT
PAYABLE AT MATURITY.
o RISKS ASSOCIATED WITH THE REAL ESTATE INDUSTRY WILL AFFECT THE VALUE OF YOUR CDs.
o AN INVESTMENT IN THE CDs IS SUBJECT TO RISKS ASSOCIATED WITH SMALL CAPITALIZATION STOCKS.
o THE MARKET PRICE OF GOLD WILL AFFECT THE VALUE OF THE CDs.
Please refer to the “Risk Factors” section of the accompanying underlying supplement for more details regarding the above-listed and
other risks.

Hypothetical Back-Tested Data and Historical Information


The following graph sets forth the hypothetical back-tested performance of the Index based on the hypothetical back-tested weekly
closing levels of the Index from January 3, 2014 through December 26, 2014 and the historical performance of the Index based on the
weekly closing levels of the Index from January 2, 2015 through May 24, 2019. The Index was established on December 31, 2014. The
closing level of the Index on May 28, 2019 was 152.48. We obtained the closing levels above and below from Bloomberg, without
independent verification.
As described above, the Index targets an annualized volatility of 5% on a daily basis by dynamically adjusting its exposure to the
notional portfolio of Basket Constituents, subject to certain specified constraints. To and including December 20, 2017, no maximum
daily exposure change was applied; however, with effect from but excluding December 20, 2017, a maximum daily exposure change of
50% has also been applied as an additional constraint. This change may adversely affect the performance of the Index, and this
change should be borne in mind when evaluating the hypothetical back-tested and actual historical performance of the Index to and
including December 20, 2017 set forth below. Had a maximum daily exposure change of 50% been applied to and including December
20, 2017, that constraint would have been triggered in the calculation of the closing levels of the Index for October 7, 2008, April 21,
2009 and September 9, 2015.
The data for the hypothetical back-tested performance of the Index set forth in the following graph are purely theoretical and do not
represent the actual historical performance of the Index. For time periods prior to the launch of an Exchange-Traded Constituent, and
that Exchange-Traded Constituent’s initial satisfaction of a minimum liquidity standard, the hypothetical back-tested performance in the
Index was calculated using alternative performance information derived from a related index, after deducting hypothetical fund fees,
rather than the performance information for that Exchange-Traded Constituent. See “Selected Risk Considerations — Risks Relating to
the Index — Hypothetical Back-Tested Data Relating to the Index Do Not Represent Actual Historical Data and Are Subject to Inherent
Limitations.”

TS-12 | Structured Investments


Certificates of Deposit Linked to the J.P. Morgan Efficiente® Plus DS 5
Index (Net ER)
The hypothetical back-tested and historical closing levels of the Index should not be taken as an indication of future performance, and
no assurance can be given as to the closing level of the Index on the Pricing Date or the Observation Date. We cannot give you
assurance that the performance of the Index will result in a payment at maturity in excess of $1,000 per $1,000 CD plus the Minimum
Amount.

Hypothetical Back-Tested and Historical Performance of the


J.P. Morgan Efficiente® Plus DS 5 Index (Net ER)

Source: Bloomberg & JPMorgan

The hypothetical back-tested closing levels of the Index have inherent limitations and have not been verified by an independent third
party. These hypothetical back-tested closing levels are determined by means of a retroactive application of a back-tested model
designed with the benefit of hindsight. Hypothetical back-tested results are neither an indicator nor a guarantee of future returns. No
representation is made that an investment in the CDs will or is likely to achieve returns similar to those shown. Alternative modeling
techniques or assumptions would produce different hypothetical back-tested closing levels of the Index that might prove to be more
appropriate and that might differ significantly from the hypothetical back-tested closing levels of the Index set forth above.

Taxed as Contingent Payment Debt Instruments


You should review carefully the section entitled “Material U.S. Federal Income Tax Consequences,” and in particular the subsection
thereof entitled “— CDs with a Term of More than One Year,” in the accompanying disclosure statement. Unlike a traditional certificate
of deposit that provides for periodic payments of interest at a single fixed rate, with respect to which a cash-method investor generally
recognizes income only upon receipt of stated interest, the CDs will be treated for U.S. federal income tax purposes as “contingent
payment debt instruments.” As discussed in that subsection, you generally will be required to accrue original issue discount ("OID") on
your CDs in each taxable year at the “comparable yield,” as determined by us, and periodic interest payments will not be subject to
additional tax on receipt. Upon sale or exchange (including at maturity), you will recognize taxable income or loss equal to the
difference between the amount received from the sale or exchange and your adjusted basis in the CD, which generally will equal the
cost thereof, increased by the amount of OID you have accrued in respect of the CD, and decreased by the amount of any periodic
interest payments made on the CD through the date of sale or exchange. You generally must treat any income as interest income and
any loss as ordinary loss to the extent of previous interest inclusions, and the balance as capital loss. The deductibility of capital losses
is subject to limitations. The discussions herein and in the accompanying disclosure statement do not address the consequences to
taxpayers subject to special tax accounting rules under Section 451(b) of the Code. Special rules may apply if the Additional Amount is
treated as becoming fixed prior to the Observation Date. You should consult your tax adviser concerning the application of these rules.
Purchasers who are not initial purchasers of CDs at their issue price should consult their tax advisers with respect to the tax
consequences of an investment in CDs, including the treatment of the difference, if any, between the basis in their CDs and
the CDs’ adjusted issue price.
Section 871(m) of the Code and Treasury regulations promulgated thereunder (“Section 871(m)”) generally impose a 30% withholding
tax (unless an income tax treaty applies) on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain
financial instruments linked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions to this
withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in the applicable

TS-13 | Structured Investments


Certificates of Deposit Linked to the J.P. Morgan Efficiente® Plus DS 5
Index (Net ER)
Treasury regulations (such an index, a “Qualified Index”). Additionally, a recent IRS notice excludes from the scope of Section 871(m)
instruments issued prior to January 1, 2021 that do not have a delta of one with respect to underlying securities that could pay U.S.-
source dividends for U.S. federal income tax purposes (each an “Underlying Security”). Based on certain determinations made by us,
we expect that Section 871(m) will not apply to the CDs with regard to Non-U.S. Holders. Our determination is not binding on the IRS,
and the IRS may disagree with this determination. Section 871(m) is complex and its application may depend on your particular
circumstances, including whether you enter into other transactions with respect to an Underlying Security. If necessary, further
information regarding the potential application of Section 871(m) will be provided in the disclosure supplement for the CDs. You should
consult your tax adviser regarding the potential application of Section 871(m) to the CDs.
Withholding under legislation commonly referred to as “FATCA” may apply to the payment on your CD at maturity, as well as to the
gross proceeds of a sale or other disposition of a CD prior to maturity, although under recently proposed regulations (the preamble to
which specifies that taxpayers are permitted to rely on them pending finalization), no withholding will apply to payments of gross
proceeds (other than any amount treated as interest). You should consult your tax adviser regarding the potential application of FATCA
to the CDs.

Comparable Yield and Projected Payment Schedule


We will determine the comparable yield for the CDs and will provide that comparable yield, and the related projected payment schedule,
in the disclosure supplement for the CDs. We expect that the comparable yield for the CDs will be an annual rate of 2.37%
compounded semiannually, but the actual comparable yield may be higher or lower than 2.37% and will be determined based upon a
variety of factors, including actual market conditions and our borrowing costs for debt instruments of comparable maturities at the time
of issuance. Neither the comparable yield nor the projected payment schedule constitutes a representation by us regarding the
actual Additional Amount, if any, that we will pay on the CDs.

JPMS’s Estimated Value of the CDs


JPMS’s estimated value of the CDs set forth on the cover of this term sheet is equal to the sum of the values of the following
hypothetical components: (1) a fixed-income component with the same maturity as the CDs, valued using an internal funding rate, and
(2) the derivative or derivatives underlying the economic terms of the CDs. JPMS’s estimated value does not represent a minimum
price at which JPMS would be willing to buy your CDs in any secondary market (if any exists) at any time. The internal funding rate
used in the determination of JPMS’s estimated value may differ from the market-implied funding rate for vanilla fixed income
instruments of a similar maturity issued by us or our affiliates. Any difference may be based on, among other things, our view of the
funding value of the CDs as well as the issuance, operational and ongoing liability management costs of the CDs. This internal funding
rate is based on certain market inputs and assumptions, which may prove to be incorrect, and is intended to approximate the prevailing
market replacement funding rate for the CDs. Our use of an internal funding rate and any potential changes to that rate may have an
adverse effect on the terms of the CDs and any secondary market prices of the CDs. For additional information, see “Selected Risk
Considerations — Risks Relating to the CDs Generally - JPMS's Estimated Value Is Derived by Reference to an Internal Funding
Rate."
The value of the derivative or derivatives underlying the economic terms of the CDs is derived from JPMS’s internal pricing models.
These models are dependent on inputs such as the traded market prices of comparable derivative instruments and on various other
inputs, some of which are market-observable, and which can include volatility, dividend rates, interest rates and other factors, as well as
assumptions about future market events and/or environments. Accordingly, JPMS’s estimated value of the CDs is determined when the
terms of the CDs are set based on market conditions and other relevant factors and assumptions existing at that time.
JPMS’s estimated value of the CDs does not represent future values of the CDs and may differ from others’ estimates. Different pricing
models and assumptions could provide valuations for the CDs 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 CDs 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 CDs from you in secondary market transactions.
JPMS’s estimated value of the CDs will be lower than the original issue price of the CDs because costs associated with selling,
structuring and hedging the CDs are included in the original issue price of the CDs. These costs include the selling commissions paid to
JPMS and other affiliated or unaffiliated dealers, the projected profits, if any, that our affiliates expect to realize for assuming risks
inherent in hedging our obligations under the CDs and the estimated cost of hedging our obligations under the CDs. Because hedging
our obligations entails risk and may be influenced by market forces beyond our control, this hedging may result in a profit that is more or
less than expected, or it may result in a loss. A portion of the profits, if any, realized in hedging our obligations under the CDs may be
allowed to other affiliated or unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging profits, if any.
See “Selected Risk Considerations — Risks Relating to the CDs Generally — JPMS’s Estimated Value of the CDs Will Be Lower Than
the Original Issue Price (Price to Public) of the CDs” in this term sheet.

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Index (Net ER)
Secondary Market Prices of the CDs
For information about factors that will impact any secondary market prices of the CDs, see “Risk Factors — Risks Relating to the
Estimated Value and Secondary Market Prices of the CDs — Secondary market prices of the CDs will be impacted by many economic
and market factors” in the accompanying disclosure statement. In addition, we generally expect that some of the costs included in the
original issue price of the CDs will be partially paid back to you in connection with any repurchases of your CDs by JPMS in an amount
that will decline to zero over an initial predetermined period. These costs can include selling commissions, projected hedging profits, if
any, and, in some circumstances, estimated hedging costs and our internal secondary market funding rates for structured issuances.
This initial predetermined time period is intended to be the shorter of six months and one-half of the stated term of the CDs. The length
of any such initial period reflects the structure of the CDs, whether our affiliates expect to earn a profit in connection with our hedging
activities, the estimated costs of hedging the CDs and when these costs are incurred, as determined by JPMS. See “Selected Risk
Considerations — Risks Relating to the CDs Generally — The Value of the CDs 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 CDs for a Limited Time Period.”

Supplemental Use of Proceeds


The CDs are offered to meet investor demand for products that reflect the risk-return profile and market exposure provided by the CDs.
See “Hypothetical Payout Profile” and “How the CDs Work” in this term sheet for an illustration of the risk-return profile of the CDs and
“The J.P. Morgan Efficiente® Plus DS 5 Index (Net ER)” in this term sheet for a description of the market exposure provided by the CDs.
The original issue price of the CDs is equal to JPMS’s estimated value of the CDs plus the selling commissions paid to JPMS and other
affiliated or unaffiliated dealers, plus (minus) the projected profits (losses) that our affiliates expect to realize for assuming risks inherent
in hedging our obligations under the CDs, plus the estimated cost of hedging our obligations under the CDs.

Supplemental Plan of Distribution


We expect that delivery of the CDs will be made against payment for the CDs on or about the Original Issue Date set forth on the front
cover of this term sheet, which will be the third business day following the Pricing Date of the CDs (this settlement cycle being referred
to as “T+3”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are
required to settle in two business days, unless the parties to that trade expressly agree otherwise. Accordingly, purchasers who wish to
trade CDs on any date prior to two business days before delivery will be required to specify an alternate settlement cycle at the time of
any such trade to prevent a failed settlement and should consult their own advisors.
The CDs 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 amended, "MiFID II"); or (ii) a
customer within the meaning of Directive 2002/92/EC (as amended, the "Insurance Mediation Directive"), where that customer would
not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in
Directive 2003/71/EC (as amended, the "Prospectus Directive"). Consequently no key information document required by Regulation
(EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the CDs or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or selling the CDs or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPs Regulation.

Additional Terms Specific to the CDs


You may revoke your offer to purchase the CDs at any time prior to the time at which we accept such offer by notifying the applicable
dealer. We reserve the right to change the terms of, or reject any offer to purchase, the CDs prior to their issuance. In the event of any
changes to the terms of the CDs, we will notify you and you will be asked to accept such changes in connection with your purchase.
You may also choose to reject such changes, in which case we may reject your offer to purchase.
You should read this term sheet together with the accompanying disclosure statement and the accompanying underlying supplement.
This term sheet, together with the documents listed below, contains the terms of the CDs and supersedes all other prior or
contemporaneous oral statements as well as any other written materials, including preliminary or indicative pricing terms,
correspondence, trade ideas, structures for implementation, sample structures, fact sheets, brochures or other educational materials of
ours and, to the extent of any inconsistency, any certificate of deposit disclosure statement produced and furnished by any unaffiliated
dealer. You should carefully consider, among other things, the matters set forth in “Risk Factors” in the accompanying disclosure
statement and “Risk Factors” in the accompanying underlying supplement, as the CDs involve risks not associated with conventional
certificates of deposit. We urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the CDs.

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Index (Net ER)
You may access these documents on our website:
● Disclosure statement dated January 29, 2015:
http://www.jpmorgan.com/directdoc/Equity_Omnibus_CD_Disclosure_Statement_2.0

● Underlying supplement no. CD-19-IV dated December 20, 2017:


http://www.jpmorgan.com/directdoc/Underlying_Supplement_No_CD-19-IV

You may access information related to the recast audited Consolidated Financial Statements of JPMorgan Chase Bank (including
Chase Bank USA, National Association) as at December 31, 2018 and 2017 and for each of the two years in the period ended
December 31, 2018 at the following URL:
● http://www.jpmorgan.com/directdoc/JPMCB_Consolidated_Financial_Statements_2018

As used in this term sheet, “we,” “us,” “our” and “JPMorgan Chase Bank” refer to JPMorgan Chase Bank, National Association.

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Index (Net ER)
Annex A

Additional Risk Considerations Relating to the iShares® Preferred and Income Securities ETF
On February 1, 2019, the iShares® Preferred and Income Securities ETF (the “PFF Fund”) ceased tracking the S&P U.S. Preferred
Stock Index (the “Former Index”) and began tracking the ICE Exchange-Listed Preferred & Hybrid Securities Transition Index (the
“Transition Index”). The Transition Index tracks the performance of a transitional blend of the ICE Exchange-Listed Preferred
Securities Index (the “ICE Proxy Former Index”) and the ICE Exchange-Listed Preferred & Hybrid Securities Index (the “New Index”).
At the January 31, 2019 rebalancing, the Transition Index had a 90% allocation to the ICE Proxy Former Index and had a 10%
allocation to the New Index. Starting on February 28, 2019, at each monthly rebalancing, the Transition Index will reduce its allocation
to the ICE Proxy Former Index in 10% increments and increase its allocation to the New Index in 10% increments. The Fund is
expected to begin tracking the New Index on or around November 1, 2019. The principal difference between the Former Index and the
New Index is that the Former Index tracks the performance of U.S.-listed preferred stock and convertible preferred stock, whereas the
New Index tracks the performance of exchange-listed U.S. dollar-denominated hybrid securities, preferred stock and convertible
preferred stock. As a result of this transition, the Preferred Stock ETF will be exposed to risks associated with hybrid securities.
The adjustments to the PFF Fund’s portfolio holdings are expected to result in modest, temporary increases in the PFF Fund’s
transaction costs and turnover rate. The actual transaction costs, turnover rate, and any other costs will be highly dependent upon a
number of factors, including the market environment at the time of the portfolio adjustments. These factors could reduce the PFF
Fund’s performance and the return on the CDs.
Because the PFF Fund has begun tracking an index that includes hybrid securities, the CDs are subject to risks associated with hybrid
securities. Hybrid securities are securities that contain characteristics of both a debt security and an equity security. Therefore, hybrid
securities are subject to the risks of equity securities and risks of debt securities. The terms of hybrid instruments may vary
substantially, and certain hybrid securities may be subject to similar risks as preferred stocks, such as interest rate risk, issuer risk,
dividend risk, call risk and extension risk. The claims of holders of hybrid securities of an issuer are generally subordinated to those of
holders of traditional debt securities in bankruptcy, and thus hybrid securities may be more volatile and subject to greater risk than
traditional debt securities, and may in certain circumstances even be more volatile than traditional equity securities. At the same time,
hybrid securities may not fully participate in gains of their issuer and thus potential returns of such securities are generally more limited
than traditional equity securities, which would participate in such gains. Hybrid securities may also be more limited in their rights to
participate in management decisions of an issuer (such as voting for the board of directors). Certain hybrid securities may be more
thinly traded and less liquid than either publicly issued equity securities or debt securities, especially hybrid securities that are
“customized” to meet the needs of particular investors, potentially making it difficult for the PFF Fund to sell such securities at a
favorable price or at all. Any of these features could cause a loss in market value of hybrid securities held by the PFF Fund or
otherwise adversely affect the Fund.
The addition of hybrid securities may adversely affect the performance of the PFF Fund. Moreover, the historical performance of the
PFF Fund prior to February 1, 2019 does not reflect the contribution of hybrid securities to the PFF Fund and investors in the CDs
should bear this difference in mind when evaluating the historical data.

Additional Information about the iShares® Preferred and Income Securities ETF
The description of the iShares® Preferred and Income Securities ETF included in the “Background on the iShares® U.S. Preferred Stock
ETF” section of the accompanying underlying supplement is supplemented by the following.
On February 1, 2019, BlackRock Fund Advisors (“BFA”) changed the name of the PFF Fund from the iShares® U.S. Preferred Stock
ETF to its current name. On February 1, 2019 the PFF Fund also ceased tracking the Former Index and began tracking the Transition
Index. The Transition Index tracks the performance of a transitional blend of the ICE Proxy Former Index and the New Index. At the
January 31, 2019 rebalancing, the Transition Index had a 90% allocation to the ICE Proxy Former Index and had a 10% allocation to
the New Index. Starting on February 28, 2019, at each monthly rebalancing, the Transition Index will reduce its allocation to the ICE
Proxy Former Index in 10% increments and increase its allocation to the New Index in 10% increments. The Fund is expected to begin
tracking the New Index on or around November 1, 2019.
Effective February 1, 2019, the PFF Fund seeks to track the investment results, before fees and expenses, of an index composed of
U.S. dollar-denominated preferred and hybrid securities, which is currently the Transition Index. The PFF Fund trades on The
NASDAQ Stock Market under the ticker symbol “PFF.” All references in the accompanying underlying supplement under “Background
on the iShares® U.S. Preferred Stock ETF” to (1) the “Preferred Stock Fund” are, on or after February 1, 2019, deemed to refer to the
PFF Fund and (2) the “Preferred Stock Index” are, on or after February 1, 2019, deemed to refer to the Transition Index until the date
the PFF Fund begins tracking the New Index, on or after which date they are deemed to refer to the New Index. Notwithstanding the
foregoing, all references in the accompanying underlying supplement under “Background on the iShares® U.S. Preferred Stock ETF —
The S&P U.S. Preferred Stock Index” to the “Preferred Stock Index” continue to refer to the S&P U.S. Preferred Stock Index.

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The New Index is a market-value weighted index that is designed to measure the performance of the exchange-listed U.S. dollar-
denominated hybrid debt, preferred stock and convertible preferred stock publicly issued by corporations in the U.S. domestic market.
See “— The ICE Indices” below for more information about the New Index.
The ICE Proxy Former Index is a market-value weighted index that is designed to measure the performance of U.S. dollar denominated
preferred stock and convertible preferred stock publicly issued by corporations in the U.S. domestic market and listed on a U.S.
exchange. See “— The ICE Indices” below for more information about the ICE Proxy Former Index.

The ICE Indices


All information contained in this term sheet regarding the New Index, the ICE Proxy Former Index and the Transition Index (each, an
“ICE Index” and together, the “ICE Indices”) is derived from publicly available information, without independent verification. This
information reflects the policies of, and is subject to change by, Interactive Data Pricing and Reference Data LLC (“Interactive Data”), a
subsidiary of Intercontinental Exchange, Inc. Interactive Data has no obligation to continue to publish, and may discontinue publication
of, the ICE Indices.
The New Index is a market-value weighted index that is designed to measure the performance of the exchange-listed U.S. dollar-
denominated hybrid debt, preferred stock and convertible preferred stock publicly issued by corporations in the U.S. domestic market.
With the exception of preferred securities, floating rate coupon and dividend securities are excluded, but zero, step, and rating-
dependent coupons are included. Qualifying securities must be exchange listed and have either the NASDAQ or NYSE as their
primary exchange in order to be included in the index. The New Index was launched on November 25, 2018.
The ICE Proxy Former Index is a market-value weighted index that is designed to measure the performance of U.S. dollar denominated
preferred stock and convertible preferred stock publicly issued by corporations in the U.S. domestic market and listed on a U.S.
exchange. The ICE Proxy Former Index was launched on November 25, 2018.
The Transition Index tracks the performance of a transitional blend of the ICE Proxy Former Index and the New Index. At the January
31, 2019 rebalancing, the Transition Index had a 90% allocation to the ICE Proxy Former Index and had a 10% allocation to New Index.
Starting on February 28, 2019, at each monthly rebalancing, the Transition Index will reduce its allocation to the ICE Proxy Former
Index in 10% increments and increase its allocation to the New Index in 10% increments until October 31, 2019, at which point the
Transition Index will have reduced its allocation to the ICE Proxy Former Index to zero and both the ICE Proxy Former Index and
Transition Index will be discontinued. The Transition Index was launched on November 25, 2018.

Index Eligibility Criteria and Inclusion Rules


Each ICE Index consists of securities that meet the criteria listed below (the “Eligible Constituent universe”).
ICE Proxy Former Index Eligible Constituents
For the ICE Proxy Former Index, qualifying preferred stock and notes must be issued in $25, $50, or $100 par/liquidation preference
increments and must have a minimum market value of $75 million. In addition, qualifying securities must have an investment grade
rated country of risk (based on an average of Moody’s, S&P and Fitch foreign currency long term sovereign debt ratings). Both fixed
and adjustable preferred stock and notes are included in the index. Preference shares (perpetual preferred securities), American
Depositary Shares/Receipts (ADS/R), domestic and Yankee trust preferreds are included. Auction market securities, purchase units,
purchase contracts, securities issued by closed-end funds and derivative instruments such as repackaged securities and credit default
swaps are excluded. Exchange listed debt securities are included only if issued prior to July 31, 2013.
Convertible preferred stock must have at least one month remaining to the final conversion date. The underlying equity of qualifying
securities must be publicly listed and actively trading. Convertible securities where the underlying is a basket of equities, and
mandatory convertibles are included in the index. Securities in legal default, synthetic and reverse convertibles, pay-in-kind
convertibles, and convertibles with suspended or inactive underlying equities are excluded from the index.
New Index Eligible Constituents
For the New Index, corporate debt issued in $1,000 or greater par amounts must have a coupon deferral feature, at least $250 million
face amount outstanding and at least 18 months to final maturity at the time of issuance to qualify. Fixed-to-floating rate securities are
included, provided that they are callable within the fixed rate period and are at least one month from the last call prior to the date the
bond transitions from a fixed to a floating rate security. Contingent capital securities (“cocos”) are excluded, but capital securities where
conversion can be mandated by a regulatory authority, but which have no specified trigger, are included. Other hybrid capital
securities, such as those issues that potentially convert into preference shares, those with both cumulative and noncumulative coupon
deferral provisions, and those with alternative coupon satisfaction mechanisms, are also included in the New Index. 144A securities
(both with and without registration rights) and corporate pay-in-kind securities (including toggle notes) are included. Securities in legal
default, securitized debt and eurodollar bonds (USD securities not issued in the US domestic market) are excluded.
Preferred stock and notes must be issued in $25, $50, or $100 par/liquidation preference increments and must have a minimum amount
outstanding of $100 million. In addition, qualifying securities must have an investment grade rated country of risk (based on an average

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of Moody’s, S&P and Fitch foreign currency long term sovereign debt ratings). Both fixed and adjustable rate preferred stock and notes
are included in the New Index. Preference shares (perpetual preferred securities), American Depository Shares/Receipts (ADS/R),
domestic and Yankee trust preferreds are included. Auction market securities, purchase units, purchase contracts, securities issued by
closed end funds and derivative instruments such as repackaged securities and credit default swaps are excluded.
Convertible preferred stock must have at least $50 million face amount outstanding. The underlying equity of qualifying securities must
be publicly listed and actively trading. Convertible securities where the underlying is a basket of equities, and mandatory convertibles
are included in the New Index. Securities in legal default, synthetic and reverse convertibles, pay-in-kind convertibles, and convertibles
with suspended or inactive underlying equities are excluded from the New Index.
Currency
The Eligible Constituent universe includes only securities denominated in U.S. dollars.
Inclusion Constraints
For the ICE Proxy Former Index, the ICE Proxy Former Index constituents are subject to the certain constraints:

1. Reported trading volume for all securities issued prior to January 1, 2018 must be at least 125,000 shares in each of the last
12 consecutive months in order to qualify for the ICE Proxy Former Index.
2. Securities issued from January 1, 2018 forward do not need to meet any volume criterion.
3. The ICE Proxy Former Index constituents are market capitalization weighted, provided the total allocation to an individual
issuer does not exceed 10%. Issuers that exceed the limit are reduced to 10% and the face value of each of their securities
is adjusted on a pro-rata basis. Similarly, the face values of securities of all other issuers that fall below the 10% cap are
increased on a pro-rata basis. In the event there are fewer than 10 issuers in the ICE Proxy Former Index, each is equally
weighted and the face values of their respective constituents are increased or decreased on a pro-rata basis.
4. Securities that mature, are called in full or are converted into equity remain in the ICE Proxy Former Index until the month
end rebalancing following the maturity date, mandatory conversion date or effective date of the call. The price from the
maturity or call effective date until the end of the month is the redemption price for matured or called securities and the
closing price on the last trading day for mandatory conversions.
5. The face amounts of any partial calls are reduced at the rebalancing following the announcement.
For the New Index, the New Index constituents are market capitalization-weighted subject to certain constraints:

1. The New Index is segmented into two components (1) an equity-like component composed of securities ranking as preferred
stock and (2) a debt-like component composed of senior and subordinated interest-paying securities, including all trust
preferreds. The equity component must have at least 13 component stocks in order to be included in the New Index. The
debt component must have at least 13 non-affiliated issuers in order to be included in the New Index. If neither component
meets this criteria, then both are included.
2. At least 90% of the New Index must be composed of constituents with a market capitalization of at least $75 million.
3. At least 70% of the capitalization of the New Index must be composed of constituents that have had an average of 250,000
shares or $25 million traded value per month over the preceding six months, based on the average daily price over the
period.
4. Provided the equity component qualifies for inclusion, a single constituent is limited to 30% of the equity component, and the
top five most heavily weighted constituents are limited to 65% of the equity component.
5. Provided the debt component qualifies for inclusion, a single constituent is limited to 30% of the debt component, and the top
five most heavily weighted constituents are limited to 65% of the debt component.
6. At least 75% of the debt component must be composed of securities having a market capitalization of at least $100 million.
7. At least 90% of the capitalization of the debt component must be composed of issuers having at least $1 billion in
outstanding fixed income debt that currently qualifies for inclusion in the ICE BofAML Global Corporate Index or the ICE
BofAML Global High Yield Index.
8. The total allocation to an individual issuer across the entire index is limited to 4.75%.
9. If any of the above constraints are not met, any over-limit constituent or group is reduced to their limit on a pro-rata basis and
the excess weight is redistributed to the rest of the group/New Index on a pro rata basis, subject to not violating any
previously satisfied limits.
10. Securities that mature, are called in full or are converted into equity remain in the New Index until the month end rebalancing
following the maturity date, mandatory conversion date or effective date of the call. The price from the maturity or call
effective date until the end of the month is the redemption price for matured or called securities and the closing price on the
last trading day for mandatory conversions.
11. The face amounts of any partial calls are reduced at the rebalancing following the announcement.

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Index (Net ER)
Index Maintenance
Rebalancing
The ICE Indices are rebalanced on the last calendar day of each month, based on information available up to and including the third
business day before the last business day of the month. No changes are made to constituent holdings other than on month end
rebalancing dates.
No new constituents will be added to the ICE Proxy Former Index after the January 31, 2019 rebalancing and the amounts outstanding
of ICE Proxy Former Index constituents will not be changed after that date. After January 31, 2019, securities will only be removed
from the ICE Proxy Former Index at each subsequent rebalancing only if they are in default, become delisted from either the NYSE or
NASDAQ exchanges or their country of risk is downgraded to sub-investment grade. In addition, non-convertible securities will be
removed if they fall below $100 million face amount outstanding, and convertible securities will be removed if they fall below $50 million
face amount outstanding.
Accrued Interest
Accrued interest, if any, is calculated assuming next-day settlement.
Reinvestment of Cash Flows
Cash flows from payments that are received during the month are retained in the relevant ICE Index until the end of the month and then
are removed as part of the rebalancing. Cash does not earn any reinvestment income while it is held in the relevant ICE Index.

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Index (Net ER)

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