Certificates of Deposit Linked To The J.P. Morgan Efficiente Plus DS 5 Index (Net ER) Due June 28, 2024
Certificates of Deposit Linked To The J.P. Morgan Efficiente Plus DS 5 Index (Net ER) Due June 28, 2024
Certificates of Deposit Linked To The J.P. Morgan Efficiente Plus DS 5 Index (Net ER) Due June 28, 2024
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.
6 Investment Grade Fixed- 20% iShares® 20+ Year Treasury Bond ETF TLT
Income (50%)*
7 20% iShares® 7-10 Year Treasury Bond ETF IEF
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
15 10% iShares® J.P. Morgan USD Emerging Markets Bond ETF EMB
* 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
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.
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.
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.
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.
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.
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.