April , 2024
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Registration Statement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2)
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JPMorgan Chase Financial Company LLC
Structured Investments
Callable Contingent Interest Notes Linked to the Least
Performing of the Energy Select Sector SPDR® Fund,
the Nasdaq-100® Technology Sector IndexSM and the
S&P 500® Index due March 26, 2026
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
●The notes are designed for investors who seek a Contingent Interest Payment with respect to each Review Date for which the
closing value of each of the Energy Select Sector SPDR® Fund, the Nasdaq-100® Technology Sector IndexSM and the S&P
500® Index, which we refer to as the Underlyings, is greater than or equal to 70.00% of its Initial Value, which we refer to as
an Interest Barrier.
●The notes may be redeemed early, in whole but not in part, at our option on any of the Interest Payment Dates (other than the
first, second and final Interest Payment Dates).
●The earliest date on which the notes may be redeemed early is July 26, 2024.
●Investors should be willing to accept the risk of losing some or all of their principal and the risk that no Contingent Interest
Payment may be made with respect to some or all Review Dates.
●Investors should also be willing to forgo fixed interest and dividend payments, in exchange for the opportunity to receive
Contingent Interest Payments.
●The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to as
JPMorgan Financial, the payment on which is fully and unconditionally guaranteed 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.
●Payments on the notes are not linked to a basket composed of the Underlyings. Payments on the notes are linked to the
performance of each of the Underlyings individually, as described below.
●Minimum denominations of $1,000 and integral multiples thereof
●The notes are expected to price on or about April 23, 2024 and are expected to settle on or about April 26, 2024.
●CUSIP: 48134XT21
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Price to Public (1)
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Fees and Commissions (2)
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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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$
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Total
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$
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$
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$
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(1) See “Supplemental Use of Proceeds” in this pricing supplement for information about the components of the price to public of the notes.
(2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Financial, will pay all of the selling commissions it
receives from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $24.50 per $1,000 principal
amount note. See “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement.
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Issuer: JPMorgan Chase Financial Company LLC, an indirect,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Underlyings: The Nasdaq-100® Technology Sector IndexSM
(Bloomberg ticker: NDXT) and the S&P 500® Index (Bloomberg
ticker: SPX) (each an “Index” and collectively, the “Indices”) and
the Energy Select Sector SPDR® Fund (Bloomberg ticker: XLE)
(the “Fund”) (each of the Indices and the Fund, an “Underlying”
and collectively, the “Underlyings”)
Contingent Interest Payments:
If the notes have not been previously redeemed early and the
closing value of each Underlying on any Review Date is greater
than or equal to its Interest Barrier, you will receive on the
applicable Interest Payment Date for each $1,000 principal
amount note a Contingent Interest Payment equal to at least
$7.7083 (equivalent to a Contingent Interest Rate of at least
9.25% per annum, payable at a rate of at least 0.77083% per
month) (to be provided in the pricing supplement).
If the closing value of any Underlying on any Review Date is
less than its Interest Barrier, no Contingent Interest Payment will
be made with respect to that Review Date.
Contingent Interest Rate: At least 9.25% per annum, payable
at a rate of at least 0.77083% per month (to be provided in the
pricing supplement)
Interest Barrier: With respect to each Underlying, 70.00% of its
Initial Value
Trigger Value: With respect to each Underlying, 65.00% of its
Initial Value
Pricing Date: On or about April 23, 2024
Original Issue Date (Settlement Date): On or about April 26,
2024
Review Dates*: May 23, 2024, June 24, 2024, July 23, 2024,
August 23, 2024, September 23, 2024, October 23, 2024,
November 25, 2024, December 23, 2024, January 23, 2025,
February 24, 2025, March 24, 2025, April 23, 2025, May 23,
2025, June 23, 2025, July 23, 2025, August 25, 2025,
September 23, 2025, October 23, 2025, November 24, 2025,
December 23, 2025, January 23, 2026, February 23, 2026 and
March 23, 2026 (the “final Review Date”)
Interest Payment Dates*: May 29, 2024, June 27, 2024, July
26, 2024, August 28, 2024, September 26, 2024, October 28,
2024, November 29, 2024, December 27, 2024, January 28,
2025, February 27, 2025, March 27, 2025, April 28, 2025, May
29, 2025, June 26, 2025, July 28, 2025, August 28, 2025,
September 26, 2025, October 28, 2025, November 28, 2025,
December 29, 2025, January 28, 2026, February 26, 2026 and
the Maturity Date
Maturity Date*: March 26, 2026
*Subject to postponement in the event of a market disruption event and
as described under “General Terms of Notes — Postponement of a
Determination Date — Notes Linked to Multiple Underlyings” and
“General Terms of Notes — Postponement of a Payment Date” in the
accompanying product supplement
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Early Redemption:
We, at our election, may redeem the notes early, in whole but
not in part, on any of the Interest Payment Dates (other than the
first, second and final Interest Payment Dates) at a price, for
each $1,000 principal amount note, equal to (a) $1,000 plus (b)
the Contingent Interest Payment, if any, applicable to the
immediately preceding Review Date. If we intend to redeem
your notes early, we will deliver notice to The Depository Trust
Company, or DTC, at least three business days before the
applicable Interest Payment Date on which the notes are
redeemed early.
Payment at Maturity:
If the notes have not been redeemed early and the Final Value
of each Underlying is greater than or equal to its Trigger Value,
you will receive a cash payment at maturity, for each $1,000
principal amount note, equal to (a) $1,000 plus (b) the
Contingent Interest Payment, if any, applicable to the final
Review Date.
If the notes have not been redeemed early and the Final Value
of any Underlying is less than its Trigger Value, your payment at
maturity per $1,000 principal amount note will be calculated as
follows:
$1,000 + ($1,000 × Least Performing Underlying Return)
If the notes have not been redeemed early and the Final Value
of any Underlying is less than its Trigger Value, you will lose
more than 35.00% of your principal amount at maturity and
could lose all of your principal amount at maturity.
Least Performing Underlying: The Underlying with the Least
Performing Underlying Return
Least Performing Underlying Return: The lowest of the
Underlying Returns of the Underlyings
Underlying Return:
With respect to each Underlying,
(Final Value – Initial Value)
Initial Value
Initial Value: With respect to each Underlying, the closing value
of that Underlying on the Pricing Date
Final Value: With respect to each Underlying, the closing value
of that Underlying on the final Review Date
Share Adjustment Factor: The Share Adjustment Factor is
referenced in determining the closing value of the Fund and is
set equal to 1.0 on the Pricing Date. The Share Adjustment
Factor is subject to adjustment upon the occurrence of certain
events affecting the Fund. See “The Underlyings – Funds –
Anti-Dilution Adjustments” in the accompanying product
supplement for further information.
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PS-1 | Structured Investments
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Callable Contingent Interest Notes Linked to the Least Performing of the
Energy Select Sector SPDR® Fund, the Nasdaq-100® Technology Sector
IndexSM and the S&P 500® Index
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PS-2 | Structured Investments
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Callable Contingent Interest Notes Linked to the Least Performing of the
Energy Select Sector SPDR® Fund, the Nasdaq-100® Technology Sector
IndexSM and the S&P 500® Index
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Number of Contingent
Interest Payments
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Total Contingent Interest
Payments
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23
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$177.2917
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22
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$169.5833
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21
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$161.8750
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20
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$154.1667
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19
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$146.4583
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18
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$138.7500
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17
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$131.0417
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16
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$123.3333
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15
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$115.6250
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14
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$107.9167
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13
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$100.2083
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12
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$92.5000
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11
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$84.7917
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10
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$77.0833
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9
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$69.3750
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8
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$61.6667
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7
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$53.9583
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6
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$46.2500
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5
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$38.5417
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4
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$30.8333
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3
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$23.1250
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2
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$15.4167
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1
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$7.7083
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0
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$0.0000
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PS-3 | Structured Investments
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Callable Contingent Interest Notes Linked to the Least Performing of the
Energy Select Sector SPDR® Fund, the Nasdaq-100® Technology Sector
IndexSM and the S&P 500® Index
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Date
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Closing Value of Least
Performing Underlying
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Payment (per $1,000 principal amount note)
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First Review Date
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95.00
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$7.7083
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Second Review Date
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85.00
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$7.7083
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Third through
Twenty-Second Review
Dates
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Less than Interest Barrier
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$0
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Final Review Date
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90.00
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$1,007.7083
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Total Payment
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$1,023.125 (2.3125% return)
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Date
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Closing Value of Least
Performing Underlying
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Payment (per $1,000 principal amount note)
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First Review Date
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95.00
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$7.7083
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Second Review Date
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85.00
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$7.7083
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Third through
Twenty-Second Review
Dates
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Less than Interest Barrier
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$0
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Final Review Date
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65.00
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$1,000.00
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Total Payment
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$1,015.4167 (1.54167% return)
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Date
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Closing Value of Least
Performing Underlying
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Payment (per $1,000 principal amount note)
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First Review Date
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55.00
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$0
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Second Review Date
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55.00
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$0
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Third through
Twenty-Second Review
Dates
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Less than Interest Barrier
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$0
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PS-4 | Structured Investments
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Callable Contingent Interest Notes Linked to the Least Performing of the
Energy Select Sector SPDR® Fund, the Nasdaq-100® Technology Sector
IndexSM and the S&P 500® Index
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Final Review Date
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40.00
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$400.00
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Total Payment
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$400.00 (-60.00% return)
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PS-5 | Structured Investments
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Callable Contingent Interest Notes Linked to the Least Performing of the
Energy Select Sector SPDR® Fund, the Nasdaq-100® Technology Sector
IndexSM and the S&P 500® Index
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PS-6 | Structured Investments
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Callable Contingent Interest Notes Linked to the Least Performing of the
Energy Select Sector SPDR® Fund, the Nasdaq-100® Technology Sector
IndexSM and the S&P 500® Index
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PS-7 | Structured Investments
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Callable Contingent Interest Notes Linked to the Least Performing of the
Energy Select Sector SPDR® Fund, the Nasdaq-100® Technology Sector
IndexSM and the S&P 500® Index
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Historical Performance of the Energy Select Sector SPDR® Fund
Source: Bloomberg
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PS-8 | Structured Investments
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Callable Contingent Interest Notes Linked to the Least Performing of the
Energy Select Sector SPDR® Fund, the Nasdaq-100® Technology Sector
IndexSM and the S&P 500® Index
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Historical Performance of the Nasdaq-100® Technology Sector IndexSM
Source: Bloomberg
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Historical Performance of the S&P 500® Index
Source: Bloomberg
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PS-9 | Structured Investments
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Callable Contingent Interest Notes Linked to the Least Performing of the
Energy Select Sector SPDR® Fund, the Nasdaq-100® Technology Sector
IndexSM and the S&P 500® Index
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PS-10 | Structured Investments
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Callable Contingent Interest Notes Linked to the Least Performing of the
Energy Select Sector SPDR® Fund, the Nasdaq-100® Technology Sector
IndexSM and the S&P 500® Index
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PS-11 | Structured Investments
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Callable Contingent Interest Notes Linked to the Least Performing of the
Energy Select Sector SPDR® Fund, the Nasdaq-100® Technology Sector
IndexSM and the S&P 500® Index
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PS-12 | Structured Investments
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Callable Contingent Interest Notes Linked to the Least Performing of the
Energy Select Sector SPDR® Fund, the Nasdaq-100® Technology Sector
IndexSM and the S&P 500® Index
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(1)
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“Index Market Value” shall be calculated as follows:
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“Index Security” shall mean a security that has been selected for membership in the Nasdaq-100® Technology Sector IndexSM,
having met all applicable eligibility requirements.
n = Number of Index Securities included in the Nasdaq-100® Technology Sector IndexSM
qi = Number of shares of Index Security i applied in the Nasdaq-100® Technology Sector IndexSM.
pi = Price in quote currency of Index Security i. Depending on the time of the calculation, the price can be either of the following:
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a.
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The Start of Day (SOD) price which is the previous index calculation day’s (t-1) closing price for Index Security i adjusted
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PS-13 | Structured Investments
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Callable Contingent Interest Notes Linked to the Least Performing of the
Energy Select Sector SPDR® Fund, the Nasdaq-100® Technology Sector
IndexSM and the S&P 500® Index
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for corporate action(s) occurring prior to market open on date t, if any, for the SOD calculation only;
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b.
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The intraday price which reflects the current trading price received from the Nasdaq during the index calculation day;
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c.
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The End of Day (EOD) price refers to the Last Sale Price, which refers to the last regular-way trade reported on Nasdaq; or
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d.
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The Volume Weighted Average Price (VWAP)
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t = current index calculation day
t-1 = current index calculation day
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(2)
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“PR Index Divisor” should be calculated as follows:
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PS-14 | Structured Investments
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Callable Contingent Interest Notes Linked to the Least Performing of the
Energy Select Sector SPDR® Fund, the Nasdaq-100® Technology Sector
IndexSM and the S&P 500® Index
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PS-15 | Structured Investments
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Callable Contingent Interest Notes Linked to the Least Performing of the
Energy Select Sector SPDR® Fund, the Nasdaq-100® Technology Sector
IndexSM and the S&P 500® Index
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