JPMorgan Chase & Co.
10/31/2024 | Press release | Distributed by Public on 10/31/2024 14:58
Primary Offering Prospectus - Form 424B2
October 29, 2024
Registration Statement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2)
Pricing supplement to product supplement no. 4-Idated April 13, 2023, underlying supplement no. 1-Idated April 13, 2023, the prospectus and
prospectussupplement, eachdated April 13, 2023, andthe prospectus addendum dated June 3, 2024
JPMorgan Chase Financial CompanyLLC
Structured Investments
$386,000
Uncapped Dual Directional Buffered Return Enhanced
Notes Linked to the S&P 500®Futures Excess Return
Index due May4,2027
Fully and Unconditionally Guaranteedby JPMorgan Chase & Co.
●The notes aredesigned for investors whoseek an uncapped return of 1.31 times any appreciation, or a capped,
unleveraged return equal to the absolute value of any depreciation (up to the Buffer Amount of 15.00%), of the S&P 500®
Futures Excess Return Index at maturity.
●Investors should be willing to forgo interest payments and be willing to loseup to 85.00%of their principal amount at
maturity.
●The notes areunsecured andunsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to as
JPMorgan Financial, thepayment on which is fully and unconditionallyguaranteed by JPMorgan Chase & Co. Any
payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit risk
of JPMorgan Chase & Co., as guarantor of the notes.
●Minimum denominations of $1,000 and integralmultiplesthereof
●The notes priced on October 29, 2024 and are expected to settle on or about November 1, 2024.
●CUSIP: 48135UK90
Investing in the notes involves a number of risks. See "Risk Factors" beginning on page S-2 of theaccompanying
prospectus supplement, Annex A to the accompanying prospectus addendum, "Risk Factors" beginning on page PS-11 of
the accompanying product supplement and "Selected Risk Considerations" beginning on page PS-5 of this pricing
supplement.
Neither the Securities and Exchange Commission (the "SEC") nor any state securitiescommission has approved or disapproved of
the notes or passed upon the accuracy or theadequacyof this pricing supplement or the accompanying product supplement,
underlying supplement, prospectus supplement,prospectus and prospectusaddendum. Any representation to the contrary is a
criminal offense.
Price to Public (1)
Fees and Commissions(2)
Proceeds to Issuer
Per note
$1,000
$9.4352
$990.5648
Total
$386,000
$3,642
$382,358
(1) See "Supplemental Use of Proceeds"in this pricing supplementfor information about the components of the price to public of the notes.
(2) J.P. Morgan Securities LLC, which we refer toas JPMS, acting as agent for JPMorgan Financial, will pay allof the selling commissions
it receivesfrom us to other affiliated or unaffiliated dealers. These selling commissions will vary andwill be up to $9.50 per $1,000 principal
amount note.See "Plan of Distribution (Conflicts of Interest)" inthe accompanyingproduct supplement.
The estimated value of the notes, when the terms of the notes were set, was $973.10 per $1,000 principal amount note. See
"The Estimated Value of the Notes" in this pricing supplement for additional information.
Thenotes are not bankdeposits, are not insuredby theFederalDeposit Insurance Corporation or anyother governmentalagency
and are not obligations of, or guaranteed by, a bank.
PS-1| Structured Investments
Uncapped Dual Directional Buffered Return Enhanced NotesLinkedto the S&P 500®Futures
Excess Return Index
Key Terms
Issuer:JPMorgan Chase Financial Company LLC, adirect,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Index: The S&P 500®FuturesExcess Return Index
(Bloomberg ticker: SPXFP)
Upside Leverage Factor:1.31
Buffer Amount:15.00%
Pricing Date:October 29, 2024
Original Issue Date (Settlement Date):On or about
November 1, 2024
Observation Date*:April 29, 2027
Maturity Date*:May4, 2027
* Subject to postponement in the event of a market
disruption event and as described under "General Termsof
Notes - Postponement of a Determination Date - Notes
Linked to a Single Underlying-NotesLinked to a Single
Underlying (Other Than a Commodity Index)" and "General
Terms of Notes-Postponement of a Payment Date" in the
accompanying product supplement
Payment at Maturity:
If the Final Value isgreater than the Initial Value, your
payment at maturity per $1,000 principalamount note will
be calculated as follows:
$1,000 + ($1,000 × Index Return × Upside Leverage Factor)
If the Final Value isequal to the Initial Value or isless than
the Initial Value byup to the Buffer Amount, your payment
at maturity per $1,000 principal amountnote will be
calculatedas follows:
$1,000 + ($1,000 × Absolute Index Return)
Thispayout formularesults in an effective cap of 15.00% on
your return at maturity if the Index Returnisnegative.
Under these limited circumstances, your maximum payment
at maturity is $1,150.00 per $1,000 principal amount note.
If the Final Value isless than the Initial Value by more than
the Buffer Amount, your payment at maturity per $1,000
principal amount note will be calculated as follows:
$1,000 + [$1,000 × (Index Return + Buffer Amount)]
If the Final Value isless than the Initial Value by more than
the Buffer Amount, you will lose some or most of your
principal amount at maturity.
Absolute Index Return: Theabsolute value of the Index
Return. For example, if the Index Return is -5%, the
Absolute Index Return will equal 5%.
Index Return:
(Final Value -Initial Value)
Initial Value
Initial Value:The closing level of the Indexon thePricing
Date, which was 497.49
Final Value:The closing level of theIndex on the
Observation Date
PS-2| Structured Investments
Uncapped Dual Directional Buffered Return Enhanced NotesLinkedto the S&P 500®Futures
Excess Return Index
Supplemental Terms of the Notes
The notes are not futures contracts or swaps and are not regulated under the Commodity Exchange Act of 1936, as amended
(the "Commodity Exchange Act").The notes areoffered pursuant to an exemption from regulation under the Commodity Exchange
Act, commonlyknown as the hybrid instrument exemption, that is available tosecurities that have one or morepaymentsindexed to the
value, level or rate of one or more commodities, asset out in section 2(f) of that statute. Accordingly, you are not afforded any
protection provided by the Commodity Exchange Act or anyregulation promulgated by the Commodity Futures Trading Commission.
For purposesof the accompanying product supplement, the Index will be deemedto be an Equity Index, except as provided below, and
any references in the accompanying product supplement to the securitiesincluded in an Equity Index (or similar references) should be
read to refer to thesecurities included in the S&P 500®Index, whichis the referenceindex for the futures contractsincluded in the
Index. Notwithstanding the foregoing, the Index will be deemed to be a CommodityIndex for purposes of the section entitled "The
Underlyings- Indices -Discontinuation of anIndex; Alteration of Method of Calculation" in the accompanying product supplement.
Notwithstandinganything to the contrary inthe accompanying product supplement, if a Determination Date (as defined in the
accompanying product supplement) has been postponed to the applicable Final Disrupted Determination Date (as defined in the
accompanying product supplement) andthat day is a Disrupted Day (asdefined inthe accompanying product supplement), the
calculation agent willdetermine the closing level of the Index for that Determination Date on that Final Disrupted Determination Date in
accordance with the formula for and method of calculating the closing level of the Indexlast in effect prior tothe commencement of the
market disruption event (or prior to the non-trading day), using theofficial settlement price (or, if trading in the relevant futures contract
has been materially suspended or materially limited, the calculation agent's good faith estimate of the applicablesettlement price that
would have prevailedbut for that suspension or limitation) at the close of the principal trading sessionon that dateof eachfutures
contract most recently composing the Index, as well as any futures contract required to roll any expiring futures contract in accordance
with the method of calculating the Index.
Any valuesof the Index, and any values derived therefrom, includedin this pricing supplement may be corrected, in the eventof
manifest error or inconsistency, byamendment of thispricingsupplement and the correspondingterms of the notes. Notwithstanding
anything to the contraryin the indenture governing the notes, that amendment will becomeeffective without consent of the holders of
the notes or anyother party.
PS-3| Structured Investments
Uncapped Dual Directional Buffered Return Enhanced NotesLinkedto the S&P 500®Futures
Excess Return Index
Hypothetical Payout Profile
The following table and graph illustrate the hypothetical total return and payment at maturityon the noteslinkedto a hypothetical Index.
The "total return" as used in this pricing supplement is the number, expressed asa percentage, that resultsfrom comparing the
payment at maturity per $1,000 principalamount noteto $1,000. The hypothetical total returns and payments set forthbelow assume
the following:
●an Initial Value of 100.00;
●an Upside Leverage Factor of 1.31; and
●a Buffer Amount of 15.00%.
The hypothetical Initial Value of 100.00 hasbeen chosen for illustrativepurposes only and doesnot represent theactual Initial Value.
The actual Initial Valueis the closing level of the Indexon the Pricing Date and is specifiedunder "Key Terms-Initial Value" in this
pricing supplement. For historical data regarding the actual closing levelsof the Index, please see the historicalinformation set forth
under "The Index" in this pricing supplement.
Each hypothetical total returnor hypothetical payment at maturity set forth below is for illustrative purposes only and maynot be the
actual total return or paymentat maturity applicableto a purchaser of the notes. The numbers appearing in the following table and
graph have been rounded for ease of analysis.
Final Value
Index Return
Absolute Index Return
Total Return on the
Notes
Payment at Maturity
180.00
80.00%
N/A
104.80%
$2,048.00
165.00
65.00%
N/A
85.15%
$1,851.50
150.00
50.00%
N/A
65.50%
$1,655.00
140.00
40.00%
N/A
52.40%
$1,524.00
130.00
30.00%
N/A
39.30%
$1,393.00
120.00
20.00%
N/A
26.20%
$1,262.00
110.00
10.00%
N/A
13.10%
$1,131.00
105.00
5.00%
N/A
6.55%
$1,065.50
101.00
1.00%
N/A
1.31%
$1,013.10
100.00
0.00%
0.00%
0.00%
$1,000.00
95.00
-5.00%
5.00%
5.00%
$1,050.00
90.00
-10.00%
10.00%
10.00%
$1,100.00
85.00
-15.00%
15.00%
15.00%
$1,150.00
80.00
-20.00%
N/A
-5.00%
$950.00
70.00
-30.00%
N/A
-15.00%
$850.00
60.00
-40.00%
N/A
-25.00%
$750.00
50.00
-50.00%
N/A
-35.00%
$650.00
40.00
-60.00%
N/A
-45.00%
$550.00
30.00
-70.00%
N/A
-55.00%
$450.00
20.00
-80.00%
N/A
-65.00%
$350.00
10.00
-90.00%
N/A
-75.00%
$250.00
0.00
-100.00%
N/A
-85.00%
$150.00
PS-4| Structured Investments
Uncapped Dual Directional Buffered Return Enhanced NotesLinkedto the S&P 500®Futures
Excess Return Index
The following graph demonstratesthehypothetical payments at maturity on the notes for a range of Index Returns (-100% to 100%).
There can be no assurance that the performance of the Index will result in the return of any of your principal amount in excess of
$150.00 per $1,000.00 principal amount note, subject to thecredit risks of JPMorgan Financial and JPMorgan Chase & Co.
How the Notes Work
Index Appreciation Upside Scenario:
If the Final Value isgreater than the Initial Value, investors will receive at maturity the $1,000 principal amount plus a return equal to the
Index Return times the Upside Leverage Factor of 1.31.
●If the closing level of the Index increases5.00%, investors will receive at maturity a 6.55% return, or $1,065.50 per $1,000 principal
amount note.
Index Par or Index Depreciation Upside Scenario:
If the Final Value isequal to the Initial Value or isless than the Initial Value by up to the Buffer Amount of 15.00%, investors will receive
at maturity the $1,000 principal amount plus a return equalto the Absolute Index Return.
●For example, if theclosing level of the Index declines 10.00%, investors will receive at maturity a 10.00% return, or $1,100.00per
$1,000 principal amount note.
Downside Scenario:
If the Final Value isless than the Initial Value by more than the Buffer Amount of 15.00%, investors will lose 1% of the principal amount
of their notes for every 1% that the Final Value is less than the Initial Value by more than the Buffer Amount.
●For example, if theclosing level of the Index declines 60.00%, investors will lose 45.00%of their principal amount and receive only
$550.00per $1,000 principalamount note at maturity.
The hypothetical returnsand hypothetical payments on the notesshown above applyonly if you hold the notes for their entire term.
These hypotheticals do not reflect the fees or expenses that would be associated with anysale in the secondarymarket. If these fees
and expenses wereincluded, the hypothetical returnsand hypothetical payments shown above wouldlikely be lower.
PS-5| Structured Investments
Uncapped Dual Directional Buffered Return Enhanced NotesLinkedto the S&P 500®Futures
Excess Return Index
Selected Risk Considerations
An investment in the notes involvessignificant risks. These risks are explained in more detail in the "Risk Factors" sections of the
accompanying prospectus supplement and product supplement and in Annex A to the accompanying prospectus addendum.
Risks Relating to the NotesGenerally
●YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS-
The notes donot guarantee any return of principal. If the Final Value is less than the InitialValueby more than 15.00%, you will
lose 1% of the principal amount of your notes for every 1% that the Final Value is lessthan the Initial Valuebymore than 15.00%.
Accordingly, under these circumstances, you will loseup to 85.00%of your principal amount at maturity.
●YOUR MAXIMUM GAIN ON THE NOTES IS LIMITED BY THE BUFFER AMOUNT IF THE INDEX RETURN IS NEGATIVE -
Because the payment at maturity will not reflect the AbsoluteIndex Return if the Final Value is less than the Initial Valueby more
than the Buffer Amount, the Buffer Amount is effectively a cap on your return at maturity if the Index Return isnegative. The
maximum payment at maturity if the Index Return isnegative is $1,150.00 per $1,000 principal amount note.
●CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO.-
Investors are dependent on our and JPMorgan Chase & Co.'s ability to pay all amountsdue on the notes. Any actual or potential
change in our or JPMorgan Chase & Co.'s creditworthiness or credit spreads, as determined bythe market for taking that credit
risk, is likely to adversely affect thevalue of the notes. If we and JPMorgan Chase & Co. were to default on our payment
obligations, you may not receive any amounts owed toyouunder the notes and you could lose your entire investment.
●AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT OPERATIONS AND HAS LIMITED ASSETS
-
As a financesubsidiary of JPMorgan Chase & Co., we have no independent operations beyond the issuance and administration of
our securities and thecollection of intercompany obligations. Aside from the initial capitalcontribution from JPMorgan Chase &
Co., substantially all of our assets relate to obligations of JPMorgan Chase & Co. to makepayments under loans made by us to
JPMorgan Chase & Co. or under other intercompany agreements. Asa result, we are dependent upon payments from JPMorgan
Chase & Co. to meet our obligations under the notes. We are not a keyoperating subsidiary of JPMorgan Chase & Co.and in a
bankruptcyor resolution of JPMorgan Chase & Co. we are not expected to have sufficient resources to meet our obligations in
respect of the notes as they come due. If JPMorgan Chase & Co. does not make payments to us and we are unable to make
payments on the notes, you may have to seek payment under the related guaranteeby JPMorgan Chase & Co., and that
guarantee will rankpari passuwith all other unsecured and unsubordinated obligations of JPMorgan Chase & Co. For more
information, see the accompanying prospectus addendum.
●THE NOTES DO NOT PAY INTEREST.
●YOU WILL NOT HAVE ANY RIGHTS WITH RESPECT TO THE E-MINI® S&P 500® FUTURES CONTRACTS (THE
"UNDERLYING FUTURES CONTRACTS") OR THE SECURITIES INCLUDED IN THE INDEX UNDERLYING THE
UNDERLYING FUTURES CONTRACTS.
●LACK OF LIQUIDITY-
The notes will not be listedon anysecurities exchange. Accordingly, theprice at which you maybe able to tradeyour notes is likely
to depend on the price, if any, at which JPMS is willing to buy the notes. You may not be able to sell your notes. The notesare not
designed to beshort-term trading instruments. Accordingly, you should be able and willing to hold your notes to maturity.
Risks Relating to Conflicts of Interest
●POTENTIAL CONFLICTS-
We and our affiliates play avariety of roles inconnection with the notes. In performing these duties, our and JPMorgan Chase &
Co.'s economicinterests are potentially adverse toyour interests as an investor in the notes. Itis possible that hedging or trading
activities of ours or our affiliates inconnection with thenotescould result in substantial returns for us or our affiliates while the
value of thenotes declines. Please refer to "RiskFactors-Risks Relating to Conflicts of Interest" in the accompanying product
supplement.
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes
●THE ESTIMATED VALUE OF THE NOTES IS LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF THE
NOTES -
The estimated value of thenotes is only an estimate determined by reference to several factors. The original issue price of the
notes exceedsthe estimated value of the notes because costs associated withselling, structuring and hedging the notesare
included in theoriginal issue price of the notes. Thesecosts 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 notesandthe estimated cost of hedging
our obligations under the notes. See "The Estimated Valueof the Notes" in this pricing supplement.
●THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER
FROM OTHERS' ESTIMATES -
See "The Estimated Value of the Notes" in this pricing supplement.
PS-6| Structured Investments
Uncapped Dual Directional Buffered Return Enhanced NotesLinkedto the S&P 500®Futures
Excess Return Index
●THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE -
The internal funding rate used in the determination of the estimated value of the notes maydiffer from the market-implied funding
rate for vanilla fixed income instruments of a similar maturity issued byJPMorgan Chase & Co. or its affiliates. Any difference may
be based on, among other things, our and our affiliates' view of the funding valueof the notes as well as the higher issuance,
operational and ongoing liability management costs of the notes in comparison to those costs for theconventional fixed income
instrumentsof JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, whichmay
prove to be incorrect, and is intended toapproximate the prevailing market replacement funding rate for the notes.The use of an
internal funding rate and anypotential changes to that ratemay have an adverse effect on the termsof the notes and any
secondary market prices of the notes. See "The Estimated Value of the Notes" in this pricing supplement.
●THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT
STATEMENTS) MAY BE HIGHER THAN THE THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME
PERIOD -
We generallyexpect that some of the costs included in the original issue price of the notes will be partiallypaid back to you in
connection with any repurchases of your notesby JPMS in an amount that will decline to zero over an initial predetermined period.
See "SecondaryMarket Prices of the Notes" in this pricing supplementfor additional information relating to this initial period.
Accordingly, the estimatedvalue of your notesduring thisinitial period may be lower than the value of the notes aspublished by
JPMS (and which may be shown on your customer account statements).
●SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES -
Any secondary market pricesof the notes willlikely be lower than the original issue price of the notes because, among other
things, secondary market prices take intoaccount our internal secondary market funding rates for structured debt issuances and,
also, becausesecondarymarket prices may exclude sellingcommissions, projected hedging profits, if any, and estimatedhedging
costs that are included inthe original issue price of the notes. As a result, the price, if any, at which JPMS will be willingtobuy the
notes from you in secondarymarket transactions, if at all, is likely to be lower than the originalissue price. Anysale byyou prior to
the Maturity Date could result in a substantial loss to you.
●SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS -
The secondarymarket price of the notes during their term will be impacted by a number of economic and market factors, which
mayeither offset or magnify each other, asidefrom theselling commissions, projected hedgingprofits, if any, estimated hedging
costs and the level of the Index. Additionally, independent pricing vendors and/or third party broker-dealers may publish aprice for
the notes, which may also be reflectedoncustomer account statements. This price may be different (higher or lower) than the price
of the notes, if any, at whichJPMS may be willing to purchase your notes in the secondary market. See "Risk Factors -Risks
Relating to the Estimated Value and Secondary Market Prices of the Notes-Secondary market prices of the notes will be
impacted by many economic and market factors" in theaccompanying product supplement.
Risks Relating to the Index
●JPMORGAN CHASE & CO. IS CURRENTLY ONE OF THE COMPANIES THAT MAKE UP THE S&P 500®INDEX, THE INDEX
UNDERLYING THE UNDERLYING FUTURES CONTRACTS OF THE INDEX,
but JPMorgan Chase & Co. will not have any obligation to consider your interests in taking any corporate action that might affect
the level of the Index.
●THE INDEX IS SUBJECT TO SIGNIFICANT RISKS ASSOCIATED WITH THE UNDERLYING FUTURES CONTRACTS -
The Index tracks the excess return of the Underlying FuturesContracts. The price of an UnderlyingFutures Contract dependsnot
only on the level of the underlying index referenced bythe UnderlyingFutures Contract, but also ona range of other factors,
including but not limited to the performance and volatility of the U.S. stock market, corporate earnings reports, geopoliticalevents,
governmental and regulatorypolicies and the policies of the Chicago Mercantile Exchange (the "Exchange") on which the
Underlying Futures Contracts trade. In addition, the futures marketsare subject to temporary distortions or other disruptionsdue to
various factors, including the lackof liquidity in the markets, the participation of speculators and government regulation and
intervention.These factorsand others can causethe pricesof the Underlying Futures Contracts tobe volatile and could adversely
affect the level of the Index and any payments on, and thevalue of, your notes.
●SUSPENSION OR DISRUPTIONS OF MARKET TRADINGIN THE UNDERLYING FUTURES CONTRACTS MAY ADVERSELY
AFFECT THE VALUE OF YOUR NOTES -
Futures marketsare subject to temporary distortions or other disruptionsdue to various factors, including lack of liquidity, the
participation of speculators, and government regulationand intervention. In addition, futures exchanges generally have regulations
that limit the amount of the UnderlyingFutures Contract price fluctuations that may occur in a single day. These limits are
generally referred to as "daily price fluctuation limits" and the maximumor minimum price of a contract on any given day as a result
of those limits is referred to asa "limit price." Once the limit price has been reached in a particular contract, no tradesmay be
made at a price beyond the limit, or trading may be limited for a set period of time. Limit prices have the effect of precluding trading
in a particular contract or forcing the liquidation of contractsat potentially disadvantageous times or prices. These circumstances
could delay the calculation of the level of the Index and could adversely affect the level of the Index and any paymentson,and the
value of, your notes.
●THE PERFORMANCE OF THE INDEX WILL DIFFER FROM THE PERFORMANCE OF THE INDEX UNDERLYING THE
UNDERLYING FUTURES CONTRACTS -
A varietyof factorscan lead to a disparitybetween the performance of a futures contract on an equity index and the performance
of that equity index, including the expected dividendyields of the equitysecuritiesincluded in that equity index, animplicit financing
cost associated with futures contracts and policies of the exchange on which the futurescontracts are traded, such asmargin
requirements. Thus, a declinein expected dividends yields or an increase in margin requirements mayadversely affect the
performance of the Index. In addition, the implicit financing cost will negatively affect the performance of the Index, witha greater
negative effect whenmarket interest rates are higher. During periods of high market interest rates, the Indexislikely to
underperform the equity index underlying the Underlying Futures Contracts, perhapssignificantly.
PS-7| Structured Investments
Uncapped Dual Directional Buffered Return Enhanced NotesLinkedto the S&P 500®Futures
Excess Return Index
●NEGATIVE ROLL RETURNS ASSOCIATED WITH THE UNDERLYING FUTURES CONTRACTS MAY ADVERSELY AFFECT
THE LEVEL OF THE INDEX AND THE VALUE OF THE NOTES -
The Index tracks the excess return of the Underlying FuturesContracts. Unlike common equitysecurities, futures contracts, by
their terms, have stated expirations. As the exchange-traded Underlying Futures Contracts approach expiration, they are replaced
by contracts of the same series that have a later expiration. For example, an Underlying Futures Contract notionally purchased
and held in June may specifya September expiration date. As time passes, the contract expiringin September is replaced by a
contract for delivery in December. This is accomplished by notionallyselling the September contract and notionally purchasing the
December contract. This process is referred to as "rolling." Excluding other considerations, if prices are higher in the distant
delivery months than in the nearer delivery months, the notional purchase of the December contract would take place at a price
that is higher than the price of the September contract, thereby creating a negative "roll return." Negative roll returns adversely
affect the returnsof the Underlying Futures Contracts and, therefore, the levelof the Index and any paymentson, and the value of,
the notes.Because of the potential effects of negative roll returns, it ispossible for the level of the Index to decrease significantly
over time, even when the levels of the underlying index referenced by the Underlying Futures Contracts are stable or increasing.
●OTHER KEY RISK:
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.
The Index
The Index measures theperformance of the nearest maturing quarterly UnderlyingFutures Contractstrading on the Chicago Mercantile
Exchange (the "Exchange"). The UnderlyingFutures Contracts are U.S. dollar-denominated futurescontracts based on the S&P 500®
Index. The S&P 500® Index consists of stocks of 500 companies selected to providea performance benchmark for the U.S. equity
markets. For additionalinformation about the Index and the Underlying Futures Contracts, see Annex A in this pricing supplement.
Historical Information
The following graph sets forththe historical performance of the Indexbased on the weeklyhistorical closing levelsof the Index from
January4, 2019 through October 25, 2024. Theclosing level of the Index on October 29, 2024 was 497.49. Weobtained the closing
levels above and below from the Bloomberg Professional®service ("Bloomberg"), without independent verification.
The historical closing levels of the Index should not be taken as an indication of future performance, and no assurancecan be given as
to the closing level of the Index on the Observation Date. There can be noassurance that the performance of the Index will result in the
return of any of your principal amount in excessof $150.00 per $1,000.00 principal amount note, subject to thecredit risks of JPMorgan
Financial and JPMorgan Chase & Co.
Historical Performance of the S&P 500®Futures Excess Return Index
Source: Bloomberg
PS-8| Structured Investments
Uncapped Dual Directional Buffered Return Enhanced NotesLinkedto the S&P 500®Futures
Excess Return Index
Tax Treatment
You should review carefully the section entitled "Material U.S. Federal Income Tax Consequences" in the accompanying product
supplement no. 4-I. The following discussion, when read in combination with that section, constitutes the full opinion of our special tax
counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal income tax consequences of owning and disposing of notes.
Basedon current market conditions, in the opinion of our special tax counsel it is reasonable to treat the notes as "open transactions"
that are not debt instrumentsfor U.S. federal income tax purposes, as more fully described in "Material U.S. Federal Income Tax
Consequences- Tax Consequences to U.S. Holders -Notes Treated as Open Transactions That Are Not Debt Instruments" in the
accompanying product supplement. Assumingthis treatment is respected, the gainor loss on your notes should be treated aslong-term
capital gain or loss if you holdyour notes for more than ayear, whether or not you are an initialpurchaser of notes at the issue price.
However, the IRS or a court may not respect thistreatment, in which case the timing and character of any income or loss on the notes
could be materially and adversely affected. In addition, in 2007 Treasury and the IRS released a notice requesting comments on the
U.S. federal income tax treatment of "prepaid forward contracts" and similar instruments. The notice focuses in particular on whether to
require investors in these instruments to accrue income over the term of their investment. It also asks for comments on a number of
related topics, including the character of income or loss with respect to these instruments; the relevance of factors such asthe nature of
the underlying property to which the instruments are linked; the degree, if any, to which income (includingany mandatedaccruals)
realized bynon-U.S. investorsshould be subject to withholding tax; and whether these instruments are or should besubject tothe
"constructive ownership" regime, whichverygenerallycanoperate to recharacterize certain long-term capital gain as ordinary income
and imposea notional interest charge. While the noticerequestscomments on appropriate transition rulesandeffective dates, any
Treasury regulations or other guidance promulgated after consideration of these issues could materially and adverselyaffect the tax
consequencesof an investment in the notes, possibly with retroactive effect. You should consult your taxadviser regarding the U.S.
federal income tax consequencesof an investment in the notes, including possible alternative treatments and the issuespresentedby
thisnotice.
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 equivalentspaid or deemedpaid 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
Treasury regulations. Additionally, a recent IRS notice excludes fromthe scopeof Section 871(m) instruments issued prior toJanuary
1, 2027 that do not have a delta of one with respect to underlying securities that could payU.S.-source dividendsfor U.S. federal
income taxpurposes (each an "Underlying Security"). Based on certain determinations made by us, our special tax counsel is of the
opinion that Section871(m) should not apply to the notes with regard to Non-U.S. Holders. Our determination is not binding on the IRS,
and the IRS maydisagree with this determination. Section 871(m) iscomplex and its application may depend on your particular
circumstances, including whether you enter intoother transactions with respect to an Underlying Security. Youshould consult your tax
adviser regarding the potential application of Section871(m) to the notes.
The Estimated Value of the Notes
The estimated value of thenotes set forth onthe cover of this pricing supplement isequal to thesum of the values of the following
hypothetical components: (1) a fixed-incomedebt component with thesamematurityas the notes, valuedusing the internal funding
rate described below, and (2) the derivative or derivatives underlyingthe economic terms of the notes. The estimated value of the notes
does not represent a minimum price at which JPMS would be willing to buy your notes in any secondary market (if any exists) at any
time. The internal funding rate used in the determination of the estimatedvalue of the notes maydiffer from the market-implied funding
rate for vanilla fixed income instruments of a similar maturity issued byJPMorgan Chase & Co. or its affiliates. Any difference may be
based on, among other things, our and our affiliates'view of the funding value of the notes as well as the higher issuance, operational
and ongoing liabilitymanagement costs of the notesin comparison tothosecosts for the conventional fixed income instruments of
JPMorgan Chase & Co. This internal funding rate is based on certain market inputsand assumptions, which mayprove to beincorrect,
and is intended to approximate theprevailing market replacement funding rate for the notes. The use of an internal funding rate and
any potential changes to that rate mayhave an adverse effect on theterms of the notesand any secondary market prices of the notes.
For additional information, see "Selected Risk Considerations -Risks Relating to the Estimated Value and Secondary Market Prices of
the Notes -The Estimated Value of the Notes Is Derived by Reference to an Internal Funding Rate" in thispricing supplement.
The value of the derivativeor derivatives underlying the economic terms of thenotes is derived from internal pricing modelsof our
affiliates. These modelsare dependent on inputs such asthe traded market prices of comparable derivative instruments and onvarious
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, the estimated value of the notes is determined when
the terms of the notes are setbased on market conditions and other relevant factors and assumptions existing at that time.
PS-9| Structured Investments
Uncapped Dual Directional Buffered Return Enhanced NotesLinkedto the S&P 500®Futures
Excess Return Index
The estimated value of thenotes doesnot represent future values of thenotes and may differ from others' estimates. Different pricing
modelsandassumptionscould provide valuations for the notes that are greater than or less than the estimated value of the notes. In
addition, market conditions and other relevant factors in the futuremay change, and any assumptionsmay prove to be incorrect. On
future dates, the value of the notes could changesignificantly based on, among other things, changes in market conditions, our or
JPMorgan Chase & Co.'s creditworthiness, interest rate movements and other relevant factors, which may impact the price, if any, at
whichJPMS would be willing to buy notesfromyou in secondarymarket transactions.
The estimated value of thenotes is lower than the original issue priceof the notes becausecosts associated with selling, structuring
and hedging the notes are included in the originalissue price of the notes. These costsinclude the sellingcommissions 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 notes and the estimated cost of hedging our obligations under the notes. Because hedging our
obligations entails riskandmay be influenced by market forces beyond our control, thishedging may result in a profit that ismore 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 notesmay be
allowed to other affiliatedor unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging profits. See
"Selected Risk Considerations -Risks Relating to the Estimated Value and Secondary Market Prices of the Notes- The Estimated
Value of the Notes Is Lower Than the Original Issue Price (Price to Public) of the Notes" in this pricing supplement.
Secondary Market Prices of the Notes
For information about factors that will impact any secondarymarket prices of the notes, see "Risk Factors- Risks Relating to the
Estimated Value and Secondary Market Pricesof the Notes- Secondary market prices of the notes will be impacted bymany
economic and market factors" in the accompanying product supplement. In addition, we generally expect that some of the costs
included in theoriginal issue price of the notes will be partially paid back toyou in connection with any repurchases of your notes by
JPMS in an amount that will decline to zero over an initial predetermined period. These costscan include selling commissions,
projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our internal secondarymarket funding rates
for structureddebt issuances. Thisinitial predetermined time period is intended to be theshorter of six monthsand one-half of the
stated term of the notes. The length of any such initial period reflects thestructure of the notes, whether our affiliatesexpect toearna
profit inconnection with our hedging activities, the estimated costs of hedging the notesand when these costs are incurred, as
determined by our affiliates. See "Selected Risk Considerations - Risks Relating to the Estimated Value and Secondary Market Prices
of the Notes - The Value of the Notes as Published by JPMS (and Which May Be Reflected on Customer Account Statements) May
Be Higher Than the Then-Current Estimated Value of the Notes for a Limited Time Period" in this pricingsupplement.
Supplemental Use of Proceeds
The notes areoffered to meet investor demand for products that reflect the risk-returnprofile andmarket exposure provided by the
notes. See "Hypothetical Payout Profile" and "How the Notes Work" in this pricing supplementfor an illustration of the risk-return profile
of the notes and "The Index" in this pricing supplement for adescription of the market exposure provided by the notes.
The original issue price of the notes is equal to the estimated value of the notes plus the selling commissions paidtoJPMS and other
affiliated or unaffiliated dealers, plus (minus) the projected profits (losses) that our affiliatesexpect to realize for assuming risks inherent
in hedging our obligationsunder the notes, plus the estimated cost of hedging our obligations under the notes.
Validity of the Notes and the Guarantee
In the opinion of Davis Polk & Wardwell LLP, as special products counsel to JPMorgan Financial and JPMorgan Chase & Co., when the
notes offeredby this pricing supplement have beenissued by JPMorgan Financialpursuant to the indenture, the trustee and/or paying
agent has made, in accordance with the instructions fromJPMorgan Financial, the appropriate entries or notations in its records relating
to the master global note that represents such notes (the "master note"), and suchnotes have been delivered against payment as
contemplated herein, suchnotes will be valid and binding obligations of JPMorgan Financial and the related guarantee will constitutea
valid and binding obligation of JPMorgan Chase & Co., enforceable in accordance with their terms, subject to applicablebankruptcy,
insolvency and similar laws affecting creditors' rights generally, concepts of reasonableness and equitable principles of general
applicability (including, without limitation, conceptsof good faith, fair dealing andthe lack ofbad faith),provided that such counsel
expressesno opinion as to (i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the
conclusionsexpressed above or (ii) any provision of the indenture that purports to avoid the effect of fraudulent conveyance, fraudulent
transfer or similar provision of applicablelaw by limiting the amount of JPMorgan Chase & Co.'sobligationunder the related guarantee.
Thisopinion is given as of thedate hereof and is limited to the laws of the State of New York, the General CorporationLaw of the State
of Delaware and the Delaware Limited Liability Company Act. In addition, this opinion issubject tocustomary assumptions about the
trustee's authorization, execution and delivery of the indenture and its authentication of the master note and thevalidity, binding nature
and enforceability of the indenture with respect to the trustee, all asstated in the letter of such counsel dated February 24, 2023, which
was filed asan exhibit to the Registration Statement on Form S-3 by JPMorgan Financial and JPMorgan Chase & Co. on February 24,
2023.
PS-10| StructuredInvestments
Uncapped Dual Directional Buffered Return Enhanced NotesLinkedto the S&P 500®Futures
Excess Return Index
Additional Terms Specific to the Notes
You should read thispricing supplement together with theaccompanying prospectus, as supplemented bythe accompanying
prospectussupplement relating to our Series A medium-term notes of which these notes are a part, the accompanyingprospectus
addendum and the more detailed information contained in the accompanying product supplement and the accompanying underlying
supplement. This pricing supplement, together with the documents listed below, contains the terms of the notesand 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, samplestructures, fact sheets, brochures or other educational materials of
ours. Youshould carefully consider, among other things, the matters set forthin the "Risk Factors" sections of theaccompanying
prospectussupplement and the accompanying product supplement and in Annex A to the accompanying prospectusaddendum, as the
notes involverisksnot associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and
other advisers before you invest in the notes.
You may access these documentson the SEC website atwww.sec.gov as follows (or if such addresshas changed, by reviewing
our filings for the relevant date on the SEC website):
●Product supplement no. 4-I dated April 13, 2023:
●Underlying supplement no. 1-Idated April 13, 2023:
●Prospectus supplement and prospectus, each dated April 13, 2023:
●Prospectusaddendum datedJune 3, 2024:
Our Central IndexKey, orCIK, on the SEC websiteis 1665650,and JPMorgan Chase & Co.'sCIK is19617. As usedinthispricing
supplement, "we," "us" and "our" refer to JPMorgan Financial.
PS-11| StructuredInvestments
Uncapped Dual Directional Buffered Return Enhanced NotesLinkedto the S&P 500®Futures
Excess Return Index
Annex A
The S&P 500® Futures Excess Return Index
All information contained in this pricing supplement regarding the S&P 500®Futures Excess Return Index (the "SPX Futures Index"),
including, without limitation, its make-up, method of calculation and changes in its components, hasbeen derived from publicly
available information, without independent verification. This information reflects the policies of, and is subject to change by, S&P Dow
Jones Indices LLC ("S&P Dow Jones"). The SPX Futures Indexiscalculated, maintained and published by S&P Dow Jones. S&P Dow
Jones has no obligation to continue to publish, and may discontinue the publication of, the SPX Futures Index.
The SPX Futures Index is reported by Bloomberg L.P.under the ticker symbol "SPXFP."
The SPX Futures Index measures the performanceof the nearest maturing quarterly E-mini® S&P 500® futurescontracts (Symbol: ES)
(the "Underlying Futures Contracts") tradingon the Chicago Mercantile Exchange (the "Exchange"). E-mini® S&P 500® futures
contracts are U.S. dollar-denominated futurescontracts based onthe S&P 500® Index. For additional information about the S&P 500®
Index, see "Equity Index Descriptions-The S&P U.S. Indices" in theaccompanying underlying supplement. The SPX FuturesIndex
is calculated real-time from the price change of the Underlying Futures Contracts. The SPX Futures Index is an "excess return" index
that is based on price levels of the Underlying Futures Contracts as wellas the discount orpremium obtained by "rolling" hypothetical
positions in the Underlying Futures Contractsas they approach delivery. The SPX Futures Index does not reflect interest earned on
hypothetical, fully collateralized contract positions.
Index Rolling
As each Underlying Futures Contract approaches maturity, it is replaced by the next maturing Underlying Futures Contract in a process
referred to as "rolling." The rolling of the SPX Futures Index occurs quarterly over a one-day rolling period (the "roll day") every March,
June, September and December, effective after the close of trading five businessdays preceding the last trading date of the maturing
Underlying Futures Contract.
On any scheduled roll day, the occurrence of either of the followingcircumstances will result in an adjustment of the roll day according
to the procedure set forth in this section:
●An exchange holiday occurs on that scheduled roll day.
●The daily contract price of any Underlying Futures Contract within the indexon that scheduled roll day is a limit price.
If either of the aboveeventsoccur, the relevant roll day will takeplace on the next designated commodity index businessday whereby
none of the circumstances identified take place.
If a disruption is approaching the last trading dayof acontract expiration, the Index Committee (defined below) willconvene to
determine the appropriate course of action, whichmay include guidance from the Exchange.
The Index Committeemay change the date of a given rebalancing for reasons including market holidays occurring on or around the
scheduled rebalancing date. Any such change will be announced with proper advance notice where possible.
Index Calculations
The closing levelof the SPX Futures Index on any trading day reflects the change in the daily contract price of the Underlying Futures
Contract since the immediately precedingtrading day.On each quarterly roll day, the closing level of the SPX Futures Index reflects
the change from the daily contract price of the maturing Underlying Futures Contract on the immediatelypreceding trading day to the
daily contract price of the next maturing Underlying Futures Contract on that roll day.
The daily contract price of an Underlying Futures Contract will be the settlement price reported by the Exchange. If the Exchange fails
to open due to unforeseencircumstances, such asnatural disasters, inclement weather, outages, or other events, the SPX Futures
Index usesthe prior daily contract prices. In situations where the Exchange is forced to close early due to unforeseenevents, such as
computer or electric power failures, weather conditions or other events, S&P Dow Jones calculates theclosing level of the SPX Futures
Index based on (1) the dailycontract pricepublishedby theExchange, or (2) if no daily contract price is available, the Index Committee
determines the course of action and notifies clients accordingly.
Index Correctionsand Recalculations
S&P Dow Jones reserves the right to recalculate an index at its discretion in the event that settlement prices areamended or upon the
occurrence of a missed index methodology event (deviation from what is stated in the methodologydocument).
PS-12| StructuredInvestments
Uncapped Dual Directional Buffered Return Enhanced NotesLinkedto the S&P 500®Futures
Excess Return Index
Index Governance
An S&P Dow Jones indexcommittee (the "Index Committee") maintains the SPX Futures Index. All committee membersare full-time
professional members of S&P Dow Jones'staff. The Index Committee may revise index policy covering rules for including currencies,
the timing of rebalancing or other matters. The Index Committee considers information about changes to the SPX Futures Index and
related matters to be potentially market moving and material. Therefore, all Index Committee discussions are confidential.
The Index Committees reserve the right to make exceptions when applying the methodology of the SPX Futures Index if the need
arises. In anyscenario wherethe treatment differs from thegeneral rules statedin this document or supplemental documents, notice
will be provided, whenever possible.
In addition to the dailygovernance of the SPX Futures Indexand maintenance of itsindexmethodology, at least once within any12-
month period, the Index Committee reviews the methodology toensure the SPX Futures Index continues to achieve the stated
objectives, and that the data and methodology remain effective. In certain instances, S&P Dow Jones may publish a consultation
inviting comments from external parties.
License Agreement
JPMorgan Chase & Co. or its affiliate has entered into anagreement with S&P Dow Jones that provides it andcertain of its affiliates or
subsidiaries, including JPMorgan Financial, with a non-exclusive licenseand, for a fee, with the right to use the SPX Futures Index,
whichis owned and publishedby S&P Dow Jones, inconnection withcertain securities, including the notes.
The notes arenot sponsored, endorsed, sold or promoted by S&P DowJones or its third-party licensors. Neither S&P Dow Jones nor
its third-party licensors make any representation or warranty, express or implied, to the owners of the notes or any member of the public
regarding the advisabilityof investing insecurities generallyor in the notes particularlyor the ability of the SPX Futures Index to track
general stock market performance. S&P Dow Jones' and its third-party licensors' only relationship to JPMorgan Financialor JPMorgan
Chase & Co. is the licensing of certain trademarks and tradenames of S&P Dow Jones and the third-party licensors and of the SPX
Futures Index which is determined, composed andcalculated by S&P Dow Jones or its third-partylicensors without regard to JPMorgan
Financial or JPMorgan Chase & Co. or the notes. S&P Dow Jones and its third-party licensors have no obligation to take the needs of
JPMorgan Financial or JPMorgan Chase & Co. or theowners of the notes into consideration indetermining, composing or calculating
the SPX Futures Index. Neither S&P Dow Jones nor its third-party licensors are responsible for and hasnot participated in the
determination of the pricesand amount of the notes or the timing of the issuanceor sale of the notes or in the determination or
calculation of the equation bywhich thenotes are tobe converted intocash. S&P Dow Jones has no obligation or liabilityin connection
with the administration, marketing or trading of the notes.
NEITHER S&P DOW JONES, ITS AFFILIATES NOR THEIR THIRD-PARTY LICENSORS GUARANTEE THE ADEQUACY,
ACCURACY, TIMELINESS OR COMPLETENESS OF THE SPX FUTURES INDEX OR ANY DATA INCLUDED THEREIN OR ANY
COMMUNICATIONS, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATIONS (INCLUDING ELECTRONIC
COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES, ITS AFFILIATES AND THEIR THIRD-PARTY LICENSORS
SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS OR DELAYS THEREIN. S&P DOW
JONES MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE MARKS, THE SPX
FUTURES INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT
WHATSOEVER SHALL S&P DOW JONES, ITS AFFILIATES OR THEIR THIRD-PARTY LICENSORS BE LIABLE FOR ANY
INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF
PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE.
"S&P®" and "S&P 500®" aretrademarks of S&P Global, Inc. or its affiliates and have been licensed for use byJPMorgan Chase & Co.
and its affiliates, includingJPMorgan Financial.
Background on Futures Contracts
Overview of Futures Markets
Futures contracts are contracts that legallyobligate the holder to buyor sell an asset at apredetermined delivery price during a
specified futuretime period. Futures contracts are traded onregulated futures exchanges, in the over-the-counter market and on
various typesof physical and electronic trading facilitiesand markets. Anexchange-traded futures contract provides for the purchase
and sale of a specified type and quantity of anunderlyingasset or financial instrument during a stated deliverymonth for a fixed price.
A futures contract provides fora specified settlement monthin which the cash settlement is made or in which the underlying asset or
financial instrument is to be delivered by theseller (whose position is therefore described as "short") and acquired by the purchaser
(whose position is therefore described as "long").
No purchase price is paid or receivedon the purchase or sale of a futures contract. Instead, an amount of cash or cashequivalents
must be deposited with the broker as "initial margin." This amount varies based on the requirements imposedby the exchange clearing
PS-13| StructuredInvestments
Uncapped Dual Directional Buffered Return Enhanced NotesLinkedto the S&P 500®Futures
Excess Return Index
houses, but it may belower than 5% of the notionalvalue of the contract.This margin deposit provides collateral for the obligationsof
the parties to the futurescontract.
By depositing margin, whichmay varyin formdepending on the exchange, with the clearing house or broker involved, a market
participant may be able to earn interest onits margin funds, thereby increasing the total return that it may realize froman investment in
futures contracts.
In the United States, futures contractsare traded on designated contract markets. At any time prior to the expiration of a futures
contract, a trader may elect to close out its position by taking an opposite position on the exchange on which the trader obtained the
position, subject to the availabilityof a liquid secondary market. Thisoperates to terminate the position and fix the trader's profit or loss.
Futures contracts are cleared through the facilities of a centralized clearinghouse and a brokerage firm, referred toas a "futures
commission merchant," which is a member of the clearing house.
Unlike commonequity securities, futures contracts, by their terms, havestated expirations.At a specific point in time prior to expiration,
trading in a futures contract for the current delivery month will cease. As a result, a market participant wishing to maintain itsexposure
to a futures contract on aparticular asset or financial instrument with the nearest expiration must close out its positionin the expiring
contract andestablish a new positionin the contract for the next delivery month, a process referred to as "rolling." For example, a
market participant with alongposition in a futures contract expiring in November who wishes to maintain a positionin the nearest
delivery month will, as the November contract nearsexpiration, sell the November contract, which serves to close out the existing long
position, and buy afuturescontract expiring in December. This will "roll" the November position into a December position, and, when
the November contract expires, the market participant will still have a longposition in the nearest delivery month.
Futures exchanges and clearing houses in the United States are subject to regulation by the CommodityFutures Trading Commission
(the "CFTC"). Exchanges may adopt rules and take other actions that affect trading, including imposingspeculativeposition limits,
maximum price fluctuations and tradinghalts andsuspensions and requiring liquidationof contractsin certain circumstances. Futures
marketsoutside the United Statesare generally subject to regulation by foreign regulatory authoritiescomparable to the CFTC. The
structure andnature of trading on non-U.S. exchanges, however, may differ from the above description.
Underlying Futures Contracts
E-mini® S&P 500® futures contracts are U.S. dollar-denominated futures contracts, based on the S&P 500® Index, traded on the
Exchange, representing a contract unit of $50 multiplied by the S&P 500®Index, measured in centsper index point.
E-mini® S&P 500® futures contracts listed for the nearest nine quarters, for each March, June, September and December, and the
nearest three Decembers are available for trading. Trading of the E-mini® S&P 500®futures contracts will terminate at 9:30 A.M.
Eastern time on the third Friday of the contract month.
The daily settlement prices of the E-mini® S&P 500® futures contractsare based on tradingactivity in the relevant contract (and in the
case of a lead month also being theexpiry month, together with trading activity onlead month-second monthspreadcontracts) on the
Exchange during a specified settlement period. The finalsettlement price of E-mini® S&P 500®futures contracts is based on the
opening prices of the component stocksin the S&P 500®Index, determined on the third Fridayof the contract month.