JPMORGAN CHASE & CO. - Irish Stock Exchange

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manner contrary to the majority. Certain modifications and amendments to the Agency Agreement and to the Terms and Conditions to the Notes may be made without the consent of Noteholders in accordance with Section 28 of the Agency Agreement, including those which the Issuer and the Agent may deem necessary or desirable and which will not materially adversely affect the interest of the Noteholders. European Monetary Union If the United Kingdom joins the European Monetary Union prior to the maturity of the Notes, there is no assurance that this would not adversely affect investors in the Notes. It is possible that prior to the maturity of the Notes the United Kingdom may become a participating Member State and that the euro may become the lawful currency of the United Kingdom. In that event (i) all amounts payable in respect of any Notes denominated in sterling may become payable in euro (ii) the law may allow or require such Notes to be re-denominated into euro and additional measures to be taken in respect of such Notes; and (iii) there may no longer be available published or displayed rates for deposits in sterling used to determine the rates of interest on such Notes or changes in the way those rates are calculated, quoted and published or displayed. EU Directive on the Taxation of Savings Income The European Union (the "EU") has adopted a Directive regarding the taxation of savings income. The Directive requires each Member State to provide to the tax authorities of another Member State details of payments of interest and other similar income paid by a person to an individual in such other Member State, except that Austria, Belgium and Luxembourg are instead imposing a withholding system for a transitional period unless during such period they elect otherwise. A number of non-EU countries and territories including Switzerland have adopted similar measures (a withholding system in the case of Switzerland) to the Directive. If a payment of interest on the Notes were to be made or collected in a Member State which has opted for a withholding system, and an amount of, or in respect of, tax is withheld from that payment, neither the Issuer nor any Paying Agent nor any other person would be obliged to pay additional amounts with respect to any Note as a result of the imposition of such withholding tax. The terms of the Notes require that the Issuer shall at all times maintain a Paying Agent with a specified office in an EU Member State that will not be obliged to withhold or deduct tax pursuant to the Directive. The European Commission has recently adopted a proposal to amend the Directive, with a view to closing existing loopholes and eliminating tax evasion. These changes broadly relate to the scope of, and mechanisms implemented by, the Directive. If these changes are implemented, the position of Noteholders in relation to the Directive could be different to that set out above. Integral Multiples above Denomination In relation to any issue of Notes which have a denomination consisting of the minimum Specified Denomination plus a higher integral multiple of another smaller amount, it is possible that, as a result of trading, a Noteholder will hold a principal amount of less than the minimum Specified Denomination. Such Noteholder may not receive a definitive Certificate in respect of such holding (should definitive Certificates be printed) and would need to purchase a principal amount of Notes such that its holding amounts to a Specified Denomination. Risks Related to the Market Generally Set out below is a brief description of certain market risks, including liquidity risk, exchange rate risk and interest rate risk: The Secondary Market Generally Notes may have no established trading market when issued, and one may never develop. If a market does develop, it may not be liquid. Therefore, investors may not be able to sell their Notes easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market. This is particularly the case for Notes that are especially sensitive to interest rate, currency or market risks, are designed for specific investment 24
objectives or strategies or have been structured to meet the investment requirements of limited categories of investors. These types of Notes generally would have a more limited secondary market and more price volatility than conventional debt securities. Illiquidity may have a material adverse effect on the market value of Notes. Market Value of Reference Notes The market value of an issue of Reference Notes will be affected by a number of factors independent of the creditworthiness of the Issuer, including, but not limited to: (i) (ii) (iii) (iv) the value and volatility of the Reference Item(s); in the case of Credit Linked Notes, the creditworthiness of the specified entity or entities; market interest and yield rates; and the time remaining to any redemption date or the maturity date. In addition, the value of any Reference Item may depend on a number of interrelated factors, including economic, financial and political events in one or more jurisdictions, including factors affecting capital markets generally and the stock exchange(s) on which any Reference Item may be traded. The price at which a Noteholder will be able to sell any Reference Notes prior to maturity may be at a discount, which could be substantial, to the market value of such Reference Notes on the issue date, if, at such time, the market price of the Reference Item(s) is below, equal to or not sufficiently above the market price of the Reference Item(s) on the issue date. The historical market prices of any Reference Item should not be taken as an indication of such Reference Item’s future performance during the term of any Reference Note. <strong>Exchange</strong> Rate Risks and <strong>Exchange</strong> Controls As described in this Base Prospectus, Notes may be denominated or payable in one of a number of currencies. For investors whose financial activities are denominated principally in a currency (the "Investor's Currency") other than the Specified Currency or where principal or interest on Notes is payable by reference to a Specified Currency index other than an index relating to the Investor's Currency, an investment in the Notes entails significant risks that are not associated with a similar investment in a security denominated in that Investor's Currency. Such risks include, without limitation, the possibility of significant changes in the rate of exchange between the Specified Currency and the Investor's Currency and the possibility of the imposition or modification of exchange controls by the country of the Specified Currency or the Investor's Currency. Such risks generally depend on economic and political events over which the Issuer has no control. In recent years, rates of exchange have been highly volatile and such volatility may be expected to continue in the future. Fluctuations in any particular exchange rate that have occurred in the past are not necessarily indicative, however, of fluctuations that may occur. in the future. Depreciation of the Specified Currency against the Investor's Currency would result in a decrease in the Investor's Currency equivalent yield on a Note denominated in that Specified Currency, in the Investor's Currency equivalent value of the principal payable at maturity of such Note and generally in the Investor's Currency equivalent market value of such Note. An appreciation of the Specified Currency against the Investor's Currency would have the opposite effect. In addition, depending on the specific terms of a Note denominated in, or the payment of which is related to the value of, one or more foreign currencies, changes in exchange rates relating to any of the currencies involved may result in a decrease of such Note's effective yield and, in certain circumstances, could result in a loss of all or a substantial portion of the principal of a Note to the investor. Governments have imposed from time to time, and may in the future impose or modify, exchange controls which could affect exchange rates as well as the availability of a specified foreign currency at the time of payment of principal of, premium, if any, or interest on a Note. Even if there are no actual exchange controls, it is possible that the Specified Currency for any particular Note may not be available when payments on such Note are due. 25
Page 1 and 2: Base Prospectus JPMORGAN CHASE & CO
Page 3 and 4: Neither the Arranger nor the Dealer
Page 5 and 6: Each prospective purchaser of Notes
Page 7 and 8: GENERAL DESCRIPTION OF THE PROGRAMM
Page 9 and 10: The Issuer’s filings with the SEC
Page 11 and 12: and/or Consolidation: Maturities: D
Page 13 and 14: nominee for a Common Depositary of
Page 15 and 16: dates on which, and the amounts in
Page 17 and 18: RISK FACTORS The risk factors descr
Page 19 and 20: JPMorgan Chase’s acquisitions and
Page 21 and 22: JPMorgan Chase faces significant le
Page 23 and 24: this could cause JPMorgan Chase to
Page 25 and 26: The success of the acquisition will
Page 27 and 28: (iv) (v) understand thoroughly the
Page 29: Inverse Floating Rate Notes Inverse
Page 33 and 34: Legal Investment Considerations May
Page 35 and 36: “ANY UNITED STATES PERSON WHO HOL
Page 37 and 38: Delivery of Notes On or after any d
Page 39 and 40: notices to the holders of Notes of
Page 41 and 42: amended (the “Exchange Act”), o
Page 43 and 44: Pre-Issue Trade Settlements It is e
Page 45 and 46: least €50,000 (or the equivalent
Page 47 and 48: euro, a day on which commercial ban
Page 49 and 50: Interest Notes will be determined i
Page 51 and 52: Transfer Agents (if applicable) and
Page 53 and 54: “D(2)” is the calendar day, exp
Page 55 and 56: (b) Early Redemption of Zero Coupon
Page 57 and 58: (f) Partly Paid Notes Partly Paid N
Page 59 and 60: Currency) equal to the sum of the v
Page 61 and 62: (C) Notice Upon the occurrence of a
Page 63 and 64: the amount of the national currency
Page 65 and 66: (C) any Additional Financial Centre
Page 67 and 68: If, prior to the delivery of the As
Page 69 and 70: (d) (e) (f) there will at all times
Page 71 and 72: In addition, modifications and amen
Page 73 and 74: the delivery of the relevant notice
Page 75 and 76: History, Development and Organisati
Page 77 and 78: “Merger”). The Merger provides
Page 79 and 80: TAXATION OF THE NOTES Taxation Exce
Page 81 and 82:
organisations, dealers in securitie
Page 83 and 84:
case of a Registered Note that is a
Page 85 and 86:
the terms of the Variable Interest
Page 87 and 88:
in amounts equal to the annual paym
Page 89 and 90:
Foreign Currency Registered Notes I
Page 91 and 92:
in that year is treated as a paymen
Page 93 and 94:
U.S. Federal Income Tax Treatment o
Page 95 and 96:
Part 2 Non-U.S. Holders Except wher
Page 97 and 98:
with documentation upon which the b
Page 99 and 100:
SUBSCRIPTION AND SALE Subject to th
Page 101 and 102:
(iii) (iv) (v) if it is a United St
Page 103 and 104:
Prospectus Directive. For the purpo
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Unrestricted Notes Each purchaser o
Page 107 and 108:
PART A — CONTRACTUAL TERMS Terms
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Registered Notes only] [of at least
Page 111 and 112:
the Agency Agreement) — Interest
Page 113 and 114:
(v) Issuer’s Option Period (if ap
Page 115 and 116:
elate]] 27. Physical Delivery: [App
Page 117 and 118:
[Subject as provided below] [t/T]he
Page 119 and 120:
[(ii)] Estimated net proceeds: [Not
Page 121 and 122:
QUALIFIED INSTITUTIONAL BUYER, (2)
Page 123 and 124:
10. No websites that are cited or r
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