Term sheet
To prospectus dated November 14, 2011,
prospectus supplement dated November 14, 2011,
product supplement no. 4-I dated November 14, 2011 and
underlying supplement no. 15-II dated May 10, 2013
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Term Sheet to
Product Supplement No. 4-I
Registration Statement No. 333-177923
Dated May 10, 2013; Rule 433
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Structured
Investments
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$
5% per annum Return Notes Linked to the PowerShares Senior Loan Portfolio due July 18, 2013
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·
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The notes are designed for investors who seek unleveraged exposure to the PowerShares Senior Loan Portfolio, which is an exchange-traded fund, subject to a downward adjustment and an interest payment payable at a rate of 5.00% per annum, as described below. As a result of the downward adjustment, investors should be willing to lose some or all of their principal amount if the Final Share Price is not greater than the Share Strike Price by at least 0.17%. Any payment on the notes is subject to the credit risk of JPMorgan Chase & Co.
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Unsecured and unsubordinated obligations of JPMorgan Chase & Co. maturing July 18, 2013†
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Minimum denominations of $1,000 and integral multiples thereof
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The notes are expected to price on or about May 13, 2013 and are expected to settle on or about May 16, 2013.
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Fund:
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The PowerShares Senior Loan Portfolio (Bloomberg ticker: BKLN)
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Payment at Maturity:
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The payment at maturity will reflect the performance of the Fund. Your payment at maturity per $1,000 principal amount note will be calculated as follows:
$998.30 + Fund Performance + Interest Amount
In no event, however, will the payment at maturity be less than the Interest Amount.
Because the payment at maturity is based on an amount of $998.30 rather than your full principal amount, you will lose some or all of your principal amount at maturity if the Final Share Price is not greater than the Share Strike Price by at least 0.17%.
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Interest Amount :
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For each $1,000 principal amount note, the amount accrued on $1,000 at a rate of 5% per annum from and including the settlement date to but excluding the maturity date, calculated on the basis of the actual number of calendar days elapsed divided by 360.
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Fund Performance:
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For each $1,000 principal amount note, an amount calculated as follows:
$1,000 × Fund Return
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Fund Return:
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Final Share Price – Share Strike Price
Share Strike Price
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Share Strike Price:
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A price of one share of the Fund, divided by the Share Adjustment Factor, to be provided in the pricing supplement in the sole discretion of the calculation agent. The Share Strike Price may or may not be the official closing price of one share of the Fund on the pricing date. Although the calculation agent will make all determinations and will take all actions in relation to the establishment of the Share Strike Price in good faith, it should be noted that such discretion could have an impact (positive or negative) on the value of your notes. The calculation agent is under no obligation to consider your interests as a holder of the notes in taking any actions, including the determination of the Share Strike Price, that might affect the value of your notes.
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Final Share Price:
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The closing price of one share of the Fund on the Observation Date
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Share Adjustment Factor:
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Set initially at 1.0 on the pricing date and subject to adjustment upon the occurrence of certain events affecting the Fund. See “General Terms of Notes — Additional Fund Provisions — A. Anti-Dilution Adjustments” in the accompanying product supplement no. 4-I for further information.
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Observation Date†:
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July 15, 2013
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Maturity Date†:
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July 18, 2013
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CUSIP:
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48126DU64
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†
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Subject to postponement in the event of a market disruption event and as described under “Description of Notes — Postponement of a Determination Date” and “Description of Notes — Payment at Maturity” in the accompanying product supplement no. 4-I
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Price to Public (1)
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Fees and Commissions (1)
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Proceeds to Issuer
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Per note
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$1,000
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$—
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$1,000
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Total
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$
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$
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$
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(1)
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See “Supplemental Use of Proceeds” in this term sheet for information about the components of the price to public of the notes.
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(2)
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J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Chase & Co., will not receive selling commissions for these notes. See “Plan of Distribution (Conflicts of Interest)” beginning on page PS-77 of the accompanying product supplement no. 4-I.
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Product supplement no. 4-I dated November 14, 2011:
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Underlying supplement no. 15-II dated May 10, 2013:
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Prospectus supplement dated November 14, 2011:
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Prospectus dated November 14, 2011:
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JPMorgan Structured Investments —
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TS-1
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Return Notes Linked to the PowerShares Senior Loan Portfolio
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UNLEVERAGED EXPOSURE TO THE POWERSHARES SENIOR LOAN PORTFOLIO — The notes provide unleveraged exposure to the PowerShares Senior Loan Portfolio, subject to a downward adjustment and an interest payment payable at a rate of 5.00% per annum, which we refer to as the Interest Amount. Because the notes are our unsecured and unsubordinated, payment of any amount on the notes is subject to our ability to pay our obligations as they become due.
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RETURN LINKED TO THE POWERSHARES SENIOR LOAN PORTFOLIO — The return on the notes is linked to the PowerShares Senior Loan Portfolio, subject to a downward adjustment and the Interest Amount. The Fund seeks to provide investment results that correspond generally to the price and yield performance, before fees and expenses, of the S&P/LSTA U.S. Leveraged Loan 100 Index, which we refer to as the Underlying Index. The Underlying Index is compiled, maintained and calculated by Standard & Poor’s Financial Services LLC and tracks the market-weighted performance of the largest institutional leveraged loans based on market weightings, spreads and interest payments. A leveraged loan is rated below investment grade quality or is unrated but deemed to be of comparable quality. See “The PowerShares Senior Loan Portfolio” in the accompanying underlying supplement no. 15-II for additional information.
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TAX TREATMENT — You should review carefully the section entitled “Material U.S. Federal Income Tax Consequences” in the accompanying product supplement no. 4-I.
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JPMorgan Structured Investments —
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TS-2
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Return Notes Linked to the PowerShares Senior Loan Portfolio
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YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS — The notes may not return any of your principal amount. The return on the notes is linked to the performance of the Fund, and will depend on whether, and the extent to which, the Fund Return is positive or negative. Your investment will be exposed to loss if the Final Share Price is less than the Share Strike Price. In addition, you may lose some of your principal amount at maturity even if the Final Share Price is greater than the Share Strike Price as described in the next risk consideration. Accordingly, you could lose some or all of your principal amount at maturity.
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THE DOWNWARD ADJUSTMENT WILL REDUCE YOUR FINAL PAYMENT — For each $1,000 principal amount note, the payment at maturity on your notes is calculated as the sum of $998.30, the Fund Performance and the Interest Amount and not as the sum of $1,000, the Fund Performance and the Interest Amount. Accordingly, the payment at maturity is effectively reduced by a downward adjustment of $1.70 per $1,000 principal amount note. As a result, even if the Fund Return is positive, you will lose up to $1.70 of your principal amount per $1,000 principal amount note if the Final Share Price is greater than the Share Strike Price by less than 0.17%.
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CREDIT RISK OF JPMORGAN CHASE & CO. — The notes are subject to the credit risk of JPMorgan Chase & Co., and our credit ratings and credit spreads may adversely affect the market value of the notes. Investors are dependent on JPMorgan Chase & Co.’s ability to pay all amounts due on the notes. Any actual or potential change in our creditworthiness or credit spreads, as determined by the market for taking our credit risk, is likely to adversely affect the value of the notes. If we were to default on our payment obligations, you may not receive any amounts owed to you under the notes and you could lose your entire investment.
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POTENTIAL CONFLICTS — We and our affiliates play a variety of roles in connection with the issuance of the notes, including acting as calculation agent and as an agent of the offering of the notes, hedging our obligations under the notes and making the assumptions used to determine the pricing of the notes and the estimated value of the notes when the terms of the notes are set, which we refer to as JPMS’s estimated value. In performing these duties, our economic interests and the economic interests of the calculation agent and other affiliates of ours are potentially adverse to your interests as an investor in the notes. In addition, our business activities, including hedging and trading activities, could cause our economic interests to be adverse to yours and could adversely affect any payment on the notes and the value of the notes. It is possible that hedging or trading activities of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliates while the value of the notes declines. Please refer to “Risk Factors — Risks Relating to the Notes Generally” in the accompanying product supplement no. 4-I for additional information about these risks.
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THE NOTES ARE SUBJECT TO SIGNIFICANT RISKS ASSOCIATED WITH LEVERAGED LOANS, INCLUDING INTEREST RATE-RELATED RISKS — Investing in notes linked to the Fund differs significantly from investing directly in leveraged loans to be held to maturity as the price of the Fund changes, at times significantly, based upon the value of the leveraged loans held by the Fund, which we refer to as the underlying loans. The values of underlying loans are volatile and significantly influenced by a number of factors, particularly the duration of the underlying loans, the yields on the underlying loans as compared to current market interest rates and the actual or perceived credit quality of the borrowers of the underlying loans.
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sentiment regarding underlying strength in the U.S. economy and global economies;
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expectations regarding the level of price inflation;
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JPMorgan Structured Investments —
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TS-3
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Return Notes Linked to the PowerShares Senior Loan Portfolio
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sentiment regarding credit quality in the U.S. and global credit markets;
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central bank policies regarding interest rates; and
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the performance of U.S. and foreign capital markets.
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THE NOTES ARE SUBJECT TO SIGNIFICANT RISKS ASSOCIATED WITH LEVERAGED LOANS AND NON-INVESTMENT GRADE BONDS, INCLUDING CREDIT RISK — Investments in loans are subject to credit risk. Credit risk refers to the possibility that the borrower of a loan will be unable and/or unwilling to make timely interest payments and/or repay the principal on its obligation. Default in the payment of interest or principal on an underlying loan will result in a reduction in the value of the underlying loan and consequently a reduction in the value of the Fund’s investments and a potential decrease in the price of the Fund. Although the underlying loans generally will be secured by specific collateral, there can be no assurance that such collateral would satisfy the borrower’s obligation in the event of non-payment of scheduled interest or principal or that such collateral could be readily liquidated. In the event of the bankruptcy of a borrower, the Fund’s access to the collateral may be limited by bankruptcy or other insolvency bonds and, therefore, the Fund could experience delays or limitations with respect to its ability to realize the benefits of the collateral securing a loan. Although an underlying loan may be senior to equity and other debt securities in a borrower’s capital structure, such obligations may be structurally subordinated to obligations of the borrower’s subsidiaries. All or a significant portion of the underlying loans may be determined to be non-investment grade loans that are considered speculative. The Fund also may invest in non-investment grade bonds. Non-investment grade loans and bonds, and unrated loans and bonds of comparable credit quality are subject to the increased risk of a borrower’s or issuer’s inability to meet principal and interest payment obligations. These securities may be subject to greater price volatility due to such factors as specific corporate developments, interest rate sensitivity, negative perceptions of the non-investment grade securities markets generally, real or perceived adverse economic and competitive industry conditions and less secondary market liquidity. In addition, if the borrower of lower-rated loans or issuer of lower-rated bonds defaults, the Fund may incur additional expenses to seek recovery. Any of the foregoing may adversely affect the price of the Fund and, accordingly, the value of the notes.
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THE LEVERAGED LOANS HELD BY THE FUND MAY BE ILLIQUID AND MAY NOT HAVE RELIABLE MARKET QUOTATIONS, WHICH MAY ADVERSELY AFFECT THE VALUE OF THE FUND — A majority of the Fund’s assets are likely to be invested in loans that are less liquid than securities traded on national exchanges, and reliable market quotations may not be readily available. Therefore, elements of judgment may play a greater role in valuation of the underlying loans than for securities with a more developed secondary market and the Fund may not realize full value in the event of the need to sell a loan. To the extent that a secondary market does exist for certain underlying loans, the market may be subject to volatility, irregular trading activity, wide bid/ask spreads, decreased liquidity and extended trade settlement periods. In addition, adverse market conditions may impair the liquidity of some actively traded underlying loans. In the event that the Fund voluntarily or involuntarily liquidates portfolio assets during periods of infrequent trading, it may not receive full value for those assets.
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THE NOTES ARE SUBJECT TO RISKS ASSOCIATED WITH ASSIGNMENTS OF AND PARTICIPATIONS IN UNDERLYING LOANS — The Fund may acquire leveraged loans for its portfolio through assignments or participations. As the purchaser of an assignment, the Fund typically succeeds to all the rights and obligations of the assigning institution and becomes a lender under the credit agreement with respect to the debt obligation; however, the Fund may not be able to unilaterally enforce all rights and remedies under the loan and with regard to any associated collateral. Because assignments may be arranged through private negotiations between potential assignees and potential assignors, the rights and obligations acquired by the Fund as the purchaser of an assignment may differ from, and be more limited than, those held by the assigning lender. In addition, if the loan is foreclosed, the Fund could become part owner of any collateral and could bear the costs and liabilities of owning and disposing of the collateral. In connection with purchasing participations, the Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement relating to the loan, nor any rights of set-off against the borrower, and the Fund may not directly benefit from any collateral supporting the loan in which it has purchased the participation. As a result, the Fund will be subject to the credit risk of both the borrower and the lender that is selling the participation. In the event of the insolvency of the lender selling a participation, the Fund may be treated as a general creditor of the lender and may not benefit from any set-off between the lender and the borrower. In addition, the Fund may be required to pass along to a purchaser that buys a loan from the Fund by way of assignment, a portion of any fees to which the Fund is entitled under the loan.
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NON-U.S. BORROWERS RISK — Some of the underlying loans may have been issued by non-U.S. companies. Investments in securities linked to the value of loans of non-U.S. borrowers involve risks associated with the loans originated in those countries, including governmental intervention in those markets. Also, there is generally less publicly available information about companies in some of these jurisdictions than about U.S. companies that are subject to the reporting requirements of the SEC, and generally non-U.S. companies are subject to accounting, auditing and financial reporting standards and requirements and securities trading rules different from those applicable to U.S. reporting companies. The value of loans of non-U.S. borrowers may be affected by political, economic, financial and social factors in the home
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JPMorgan Structured Investments —
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TS-4
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Return Notes Linked to the PowerShares Senior Loan Portfolio
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·
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JPMS’S ESTIMATED VALUE OF THE NOTES WILL BE LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF THE NOTES — JPMS’s estimated value is only an estimate using several factors. The original issue price of the notes will exceed JPMS’s estimated value because costs associated with structuring and hedging the notes are included in the original issue price of the notes. These costs include the projected profits, if any, that our affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes and the estimated cost of hedging our obligations under the notes. See “JPMS’s Estimated Value of the Notes” in this term sheet.
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JPMS’S ESTIMATED VALUE DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER FROM OTHERS’ ESTIMATES — JPMS’s estimated value of the notes is determined by reference to JPMS’s internal pricing models when the terms of the notes are set. This estimated value is based on market conditions and other relevant factors existing at that time and JPMS’s assumptions about market parameters, which can include volatility, dividend rates, interest rates and other factors. Different pricing models and assumptions could provide valuations for notes that are greater than or less than JPMS’s estimated value. In addition, market conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect. On future dates, the value of the notes could change significantly based on, among other things, changes in market conditions, our creditworthiness, interest rate movements and other relevant factors, which may impact the price, if any, at which JPMS would be willing to buy notes from you in secondary market transactions. See “JPMS’s Estimated Value of the Notes” in this term sheet.
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JPMS’S ESTIMATED VALUE IS NOT DETERMINED BY REFERENCE TO CREDIT SPREADS FOR OUR CONVENTIONAL FIXED-RATE DEBT — The internal funding rate used in the determination of JPMS’s estimated value generally represents a discount from the credit spreads for our conventional fixed-rate debt. The discount is based on, among other things, our view of the funding value of the notes as well as the higher issuance, operational and ongoing liability management costs of the notes in comparison to those costs for our conventional fixed-rate debt. If JPMS were to use the interest rate implied by our conventional fixed-rate credit spreads, we would expect the economic terms of the notes to be more favorable to you. Consequently, our use of an internal funding rate would have an adverse effect on the terms of the notes and any secondary market prices of the notes. See “JPMS’s Estimated Value of the Notes” in this term sheet.
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SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE NOTES — Any secondary market prices of the notes will likely be lower than the original issue price of the notes because, among other things, secondary market prices take into account our secondary market credit spreads for structured debt issuances and may exclude projected hedging profits, if any, and estimated hedging costs that are included in the original issue price of the notes. As a result, the price, if any, at which JPMS will be willing to buy notes from you in secondary market transactions, if at all, is likely to be lower than the original issue price. Any sale by you prior to the maturity date could result in a substantial loss to you. See the immediately following risk consideration for information about additional factors that will impact any secondary market prices of the notes.
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SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS — The secondary market price of the notes during their term will be impacted by a number of economic and market factors, which may either offset or magnify each other, aside from projected hedging profits, if any, estimated hedging costs and the price of one share of the Fund, including:
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any actual or potential change in our creditworthiness or credit spreads;
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customary bid-ask spreads for similarly sized trades;
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secondary market credit spreads for structured debt issuances;
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the actual and expected volatility of the Fund;
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the time to maturity of the notes;
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interest and yield rates in the market generally;
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the occurrence of certain events to the Fund that may or may not require an adjustment to the Share Adjustment Factor; and
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a variety of other economic, financial, political, regulatory and judicial events.
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NO AFFILIATION WITH THE FUND — We are not affiliated with the Fund. We have not independently verified any of the information about the Fund contained in this term sheet. You should undertake your own investigation into the Fund. We are not responsible for the Fund’s public disclosure of information, whether contained in SEC filings or otherwise.
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JPMorgan Structured Investments —
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TS-5
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Return Notes Linked to the PowerShares Senior Loan Portfolio
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NO DIVIDEND PAYMENTS OR VOTING RIGHTS — As a holder of the notes, you will not have voting rights or rights to receive cash dividends or other distributions or other rights that holders of shares of the Fund or the bonds held by the Fund or included in the Underlying Index would have.
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THERE ARE RISKS ASSOCIATED WITH THE FUND — Although the Fund’s shares are listed for trading on NYSE Arca and a number of similar products have been traded on NYSE Arca and other securities exchanges for varying periods of time, there is no assurance that an active trading market will continue for the shares of the Fund or that there will be liquidity in the trading market. The Fund is subject to management risk, which is the risk that the investment strategies of the Fund’s investment adviser, the implementation of which is subject to a number of constraints, may not produce the intended results. These constraints could adversely affect the market price of the shares of the Fund, and consequently, the value of the notes.
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DIFFERENCES BETWEEN THE FUND AND THE UNDERLYING INDEX — The Fund does not fully replicate the Underlying Index and may hold bonds not included in the Underlying Index. In addition, its performance will reflect additional transaction costs and fees that are not included in the calculation of the Underlying Index. All of these factors may lead to a lack of correlation between the Fund and the Underlying Index. Finally, because the shares of the Fund are traded on NYSE Arca and are subject to market supply and investor demand, the market value of one share of the Fund may differ from the net asset value per share of the Fund. For all of the foregoing reasons, the performance of the Fund may not correlate with the performance of the Underlying Index.
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ANTI-DILUTION PROTECTION FOR THE FUND IS LIMITED — The calculation agent will make adjustments to the Share Adjustment Factor for certain events affecting the shares of the Fund. However, the calculation agent will not make an adjustment in response to all events that could affect the shares of the Fund. If an event occurs that does not require the calculation agent to make an adjustment, the value of the notes may be materially and adversely affected.
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LACK OF LIQUIDITY — The notes will not be listed on any securities exchange. JPMS, intends to offer to purchase the notes in the secondary market but is not required to do so. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the notes easily. Because other dealers are not likely to make a secondary market for the notes, the price at which you may be able to trade your notes is likely to depend on the price, if any, at which JPMS is willing to buy the notes.
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THE TERMS AND VALUATION OF THE NOTES WILL BE PROVIDED IN THE PRICING SUPPLEMENT — The final terms of the notes will be based on relevant market conditions when the terms of the notes are set and will be provided in the pricing supplement. In particular, JPMS’s estimated value will be provided in the pricing supplement and may be as low as the minimum value for JPMS’s estimated value set forth on the cover of this term sheet. Accordingly, you should consider your potential investment in the notes based on the minimum value for JPMS’s estimated value.
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JPMorgan Structured Investments —
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TS-6
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Return Notes Linked to the PowerShares Senior Loan Portfolio
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Final Share Price
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Fund Return
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Downward Adjusted Principal Amount ($1,000 – $1.70)
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Fund Performance ($1,000 × Fund Return)
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Interest Amount
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Payment at Maturity
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$45.0000
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80.00%
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$998.30
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+
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$800.00
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+
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$8.70
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=
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$1,807.00
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$42.5000
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70.00%
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$998.30
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+
|
$700.00
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+
|
$8.70
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=
|
$1,707.00
|
$40.0000
|
60.00%
|
$998.30
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+
|
$600.00
|
+
|
$8.70
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=
|
$1,607.00
|
$37.5000
|
50.00%
|
$998.30
|
+
|
$500.00
|
+
|
$8.70
|
=
|
$1,507.00
|
$35.0000
|
40.00%
|
$998.30
|
+
|
$400.00
|
+
|
$8.70
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=
|
$1,407.00
|
$32.5000
|
30.00%
|
$998.30
|
+
|
$300.00
|
+
|
$8.70
|
=
|
$1,307.00
|
$30.0000
|
20.00%
|
$998.30
|
+
|
$200.00
|
+
|
$8.70
|
=
|
$1,207.00
|
$27.5000
|
10.00%
|
$998.30
|
+
|
$100.00
|
+
|
$8.70
|
=
|
$1,107.00
|
$26.2500
|
5.00%
|
$998.30
|
+
|
$50.00
|
+
|
$8.70
|
=
|
$1,057.00
|
$25.2500
|
1.00%
|
$998.30
|
+
|
$10.00
|
+
|
$8.70
|
=
|
$1,017.00
|
$25.0425
|
0.17%
|
$998.30
|
+
|
$1.70
|
+
|
$8.70
|
=
|
$1,008.70
|
$25.0375
|
0.15%
|
$998.30
|
+
|
$1.50
|
+
|
$8.70
|
=
|
$1,008.50
|
$25.0000
|
0.00%
|
$998.30
|
+
|
$0.00
|
+
|
$8.70
|
=
|
$1,007.00
|
$24.9500
|
-0.20%
|
$998.30
|
+
|
-$2.00
|
+
|
$8.70
|
=
|
$1,005.00
|
$24.8250
|
-0.70%
|
$998.30
|
+
|
-$7.00
|
+
|
$8.70
|
=
|
$1,000.00
|
$22.5000
|
-10.00%
|
$998.30
|
+
|
-$100.00
|
+
|
$8.70
|
=
|
$907.00
|
$20.0000
|
-20.00%
|
$998.30
|
+
|
-$200.00
|
+
|
$8.70
|
=
|
$807.00
|
$17.5000
|
-30.00%
|
$998.30
|
+
|
-$300.00
|
+
|
$8.70
|
=
|
$707.00
|
$15.0000
|
-40.00%
|
$998.30
|
+
|
-$400.00
|
+
|
$8.70
|
=
|
$607.00
|
$12.5000
|
-50.00%
|
$998.30
|
+
|
-$500.00
|
+
|
$8.70
|
=
|
$507.00
|
$10.0000
|
-60.00%
|
$998.30
|
+
|
-$600.00
|
+
|
$8.70
|
=
|
$407.00
|
$7.5000
|
-70.00%
|
$998.30
|
+
|
-$700.00
|
+
|
$8.70
|
=
|
$307.00
|
$5.0000
|
-80.00%
|
$998.30
|
+
|
-$800.00
|
+
|
$8.70
|
=
|
$207.00
|
$2.5000
|
-90.00%
|
$998.30
|
+
|
-$900.00
|
+
|
$8.70
|
=
|
$107.00
|
$0.0000
|
-100.00%
|
$998.30
|
+
|
-$1,000.00
|
+
|
$8.70
|
=
|
$8.70*
|
JPMorgan Structured Investments —
|
TS-7
|
Return Notes Linked to the PowerShares Senior Loan Portfolio
|
JPMorgan Structured Investments —
|
TS-8
|
Return Notes Linked to the PowerShares Senior Loan Portfolio
|
JPMorgan Structured Investments —
|
TS-9
|
Return Notes Linked to the PowerShares Senior Loan Portfolio
|
JPMorgan Structured Investments —
|
TS-10
|
Return Notes Linked to the PowerShares Senior Loan Portfolio
|