FWP 1 dp50410_fwp-seriesx.htm FORM FWP
 
 


JPMorgan ETF Efficiente 10 TR Series X Index

Performance Update - October 2014

OVERVIEW
JPMorgan ETF Efficiente 10 TR Series X Index (the "Index") is a J.P. Morgan
index that tracks the total return performance of a portfolio consisting of 13
exchange traded funds ("ETFs") that provides exposure to a diverse universe of
assets. The Index employs an allocation strategy based on the modern portfolio
theory.

Hypothetical and Actual Historical Performance -December 31, 2007 to October
17, 2014
[GRAPHIC OMITTED]

Hypothetical and Actual Historical Volatility -December 31, 2007 to October 17,
2014
[GRAPHIC OMITTED]

Key Features of the Index

o Exposure to a universe of 13 ETFs covering a broad range of assets and
geographic regions.

o Monthly rebalancing of portfolio allocation based on six-month historical
performance and historical volatility.

o Targets an annualized realized volatility of 10%.

o Levels published on Bloomberg under the ticker JPUSEFFE.

Hypothetical and
Actual Historical
 Performance*
                   Jan   Feb    Mar    Apr   May    Jun    Jul    Aug    Sep    Oct    Nov   Dec
----------------- ------ ----- ------ ----- ------ ------ ------ ------ ------ ------ ------ -----
     2014         -1.68% 1.74% -0.14% 1.10% 1.72%  0.43%  -0.24% 2.96%  -3.41% 0.81%
----------------- ------ ----- ------ ----- ------ ------ ------ ------ ------ ------ ------ -----
     2013         -0.37% 0.14% 0.34%  2.93% -4.25% -0.93% 2.21%  -1.19% 0.69%  1.25%  0.95%  0.82%
----------------- ------ ----- ------ ----- ------ ------ ------ ------ ------ ------ ------ -----
     2012         0.73%  0.28% -0.85% 1.28% -0.39% 1.43%  2.65%  0.27%  0.03%  -0.16% 0.75%  0.72%
----------------- ------ ----- ------ ----- ------ ------ ------ ------ ------ ------ ------ -----
     2011         -0.15% 1.76% 0.51%  1.38% -0.95% -1.26% 3.89%  3.07%  0.45%  1.44%  0.41%  0.64%
----------------- ------ ----- ------ ----- ------ ------ ------ ------ ------ ------ ------ -----
     2010         -0.12% 0.19% 1.84%  2.08% -2.24% 0.74%  0.87%  2.92%  1.08%  0.54%  -1.94% 0.56%
----------------- ------ ----- ------ ----- ------ ------ ------ ------ ------ ------ ------ -----


*Represents the monthly and full calendar year performance of the Index based
on, as applicable to the relevant or annual measurement period, the
hypothetical back tested daily Index closing levels from December 31, 2009
through September 28, 2014 and the actual historical performance of the index
based on the closing levels from September 29, 2014 through October 17, 2014.
 See the last paragraph under "Notes" on page 2 for important information about
the limitations of using hypothetical historical performance measures.

                                                                 iShares iBoxx                            iShares JP
                                       Vanguard                  $ Investment                 Vanguard    Morgan USD
Recent Index              iShares Core   FTSE      iShares 20+     Grade         SPDR           FTSE       Emerging    iShares SandP                                  iShares 1-3
             Vanguard SandP SandP Small-   Developed   Year Treasury  Corporate    Barclays high  Emerging    Markets Bond GSCI Cmdty-   SPDR Gold Vanguard iShares TIPS Year Treasury
Composition    500 ETF     Cap ETF     Markets ETF  Bond ETF      Bond ETF     Yield Bond ETF Markets ETF    ETF       Indexed Trust   Trust   REIT ETF  Bond ETF     Bond ETF
------------ ------------ ------------ ----------- ------------- ------------- -------------- ----------- ------------ ------------- --------- -------- ------------ -------------
  October 14  20.0%        0.0%         0.0%        20.0%          0.0%          0.0%         20.0%        20.0%        0.0%          0.0%     20.0%     0.0%          0.0%
------------ ------------ ------------ ----------- ------------- ------------- -------------- ----------- ------------ ------------- --------- -------- ------------ -------------
September 14  20.0%        0.0%         0.0%        20.0%          0.0%          0.0%         20.0%        20.0%        0.0%          0.0%     20.0%     0.0%          0.0%
             ------------ ------------ ----------- ------------- ------------- -------------- ----------- ------------ ------------- --------- -------- ------------ -------------

October 23, 2014

 

 
 


Comparative Hypothetical Total Returns (%), Volatility (%) and Correlation -- October 17, 2014

                                                                           Annualized Return Annualized Volatility Sharpe Ratio since Correlation since
                                         Three Year         Five Year      since December    since December 31st,   December 31st,    December 31st,
                                       Annualized Return Annualized Return    31st, 2007            2007                 2007              2007
-------------------------------------- ----------------- ----------------- ----------------- --------------------- ------------------ -----------------
JPMorgan ETF Efficiente 10 TR Series X
                                            8.2%              9.5%              7.7%                9.0%                 0.85             100.0%
Index
-------------------------------------- ----------------- ----------------- ----------------- --------------------- ------------------ -----------------
SandP 500 Total Return Index                  18.8%             15.2%             6.1%               23.3%                 0.26             40.1%
-------------------------------------- ----------------- ----------------- ----------------- --------------------- ------------------ -----------------
Barclays U.S. Aggregate Bond Index          3.1%              4.3%              4.9%                4.0%                 1.23             11.3%
(Total Return)
-------------------------------------- ----------------- ----------------- ----------------- --------------------- ------------------ -----------------
Notes

Hypothetical, historical performance measures: Represents the performance of
the JP Morgan ETF Efficiente 10 TR Series X Index based on, as applicable to
the relevant measurement period, the hypothetical backtested daily closing
levels through September 28, 2014, and the actual historical performances from
September 29, 2014 through October 17, 2014, as well as the actual performance
of the SandP 500 Total Return Index and the Barclays U.S. Aggregate Bond Index
(Total Return) over the same periods. For purposes of these examples, each
index was set equal to 100 at the beginning of the relevant measurement period
and returns are calculated arithmetically (not compounded). There is no
guarantee the JPMorgan ETF Efficiente 10 TR Series X Index will outperform the
SandP 500 Total Index, the Barclays U.S. Aggregate Bond Index (Total Return) or
any alternative investment strategy. Sources: Bloomberg and JPMorgan.

SandP 500 Total Return Index represents the total returns of the SandP 500 Index.
Barclays U.S. Aggregate Bond Index (Total Return) represents the returns of the
Barclays U.S. Aggregate Bond Index Volatility: hypothetical, historical
annualized volatility levels are presented for informational purposes only.
Volatility levels are calculated from the hypothetical returns, as applicable
to the relevant measurement period, of the JPMorgan ETF Efficiente 10 TR Series
X, SandP 500 Total Return Index, and the Barclays Aggregate Bond Index.
Volatility represents the annualized standard deviation of the relevant index's
arithmetic daily returns since December 31, 2007. The Sharpe Ratio, which is a
hypothetical measure of risk-adjusted performance, is computed as the
annualized historical return since December 31, 2007 divided by the annualized
volatility since December 31, 2007.
Correlation: Correlation refers to the performance of the relevant index to the
JP Morgan ETF Efficiente 10 TR Series X Index.

The back-tested, hypothetical, historical annualized volatility and index
returns may use substitutes for any ETF that was not in existence or did not
meet the liquidity standards at that particular time.
The back-tested, hypothetical, historical annualized volatility and index
returns have inherent limitations. These volatility and return results were
achieved by means of a retroactive application of a back-tested volatility
model designed with the benefit of hindsight. No representation is made that in
the future the relevant indices will have the volatility shown. Alternative
modeling techniques or assumptions might produce significantly different
results and may prove to be more appropriate. Actual annualized volatilities
and returns may vary materially from this analysis. Source: Bloomberg and
JPMorgan.

Key Risks

  There are risks associated with a momentum-based investment strategy--The
JPMorgan ETF Efficiente 10 TR Series X Index (the "Index") is different from a
strategy that seeks long-term exposure to a portfolio consisting of constant
components with fixed weights. The Index may fail to realize gains that could
occur from holding assets that have experienced price declines, but experience
a sudden price spike thereafter.

  Correlation of performances among the constituents may reduce the performance
of the Index--performances among the constituents comprising the index from
time to time (the "Constituents") may become highly correlated from time to
time during the term of your investment. High correlation during periods of
negative returns among Constituents representing any one sector or asset type
that have a substantial weighting in the Strategy could have a material adverse
effect on the performance of the Index.

  Our affiliate, JPMS plc, is the Index sponsor and may adjust the Index in a
way that affects its level--The policies and judgments for which JPMS plc is
responsible could have an impact, positive or negative, on the level of the
Index and the value of your investment. JPMS plc is under no obligation to
consider your interest as an investor with returns linked to the Index.

 The Index may not be successful, may not outperform any alternative strategy
related to the Constituents, or may not achieve its target volatility of 10%.

 The investment strategy involves monthly rebalancing and maximum weighting
caps applied to the Constituents by asset type and geographical region that may
reduce your return.

 Changes in the value of the Constituents may offset each other.

 An investment linked to the Index is subject to risks associated with non-U.S.
securities markets, such as emerging markets and currency exchange risk.

 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 was established on September 29, 2014 and has a limited operating
history.

The risks identified above are not exhaustive. You should also review carefully
the related "Risk Factors" section in any relevant product supplement,
underlying supplement, term sheet or pricing supplement.

You may access the Index Rules at www.sec.gov as follows:
http://www.sec.gov/Archives/edgar/data/19617/000095010314007301/crt_dp50333.pdf


Disclaimer

JPMorgan Chase and Co. ("J.P. Morgan") has filed a registration statement
(including a prospectus) with the Securities and Exchange Commission (the
"SEC") for any offerings to which these materials relate. Before you invest in
any offering of securities by J.P. Morgan, you should read the prospectus in
that registration statement, the prospectus supplement, as well as the
particular product supplement, the relevant term sheet or pricing supplement,
and any other documents that J.P. Morgan will file with the SEC relating to
such offering for more complete information about J.P. Morgan and the offering
of any securities. You may get these documents without cost by visiting EDGAR
on the SEC Website at www.sec.gov. Alternatively, J.P. Morgan, any agent, or
any dealer participating in the particular offering will arrange to send you
the prospectus and the prospectus supplement, as well as any product supplement
and term sheet or pricing supplement, if you so request by calling toll-free
(866) 535-9248.
Free Writing Prospectus filed pursuant to Rule 433; Registration Statement No.
333-177923

J. P. Morgan Structured Investments | 800 576 3529 |
JPM_Structured_Investments@jpmorgan.com


 

 
 

The JPMorgan

ETF Efficiente Series X Index Series Index Rules


October 8, 2014

[C] All Rights Reserved

-1-

 

 
 

PART A

THE JPMORGAN ETF EFFICIENTE SERIES X INDEX SERIES

INDEX RULES

1. Introduction

This document comprises the rules of the JPMorgan ETF Efficiente Series X Index
Series, a family of notional rules-based proprietary indices. The rules are
divided into Part A (which includes Schedule 1 and applies to every index
comprised in the JPMorgan ETF Efficiente Series X Index Series) and Part B.

Table A in Schedule 1 sets out each index in the JPMorgan ETF Efficiente Series
X Index Series (each, an "ETF Efficiente Index" and together the "ETF
Efficiente Indices").  The relevant parameters for each ETF Efficiente Index
(Target Volatility, Fee, Start Date, Index Level on the Start Date and
Weighting Constraints) are provided in the applicable module in Part B for such
ETF Efficiente Index.

The Rules may be supplemented, amended or restated from time to time at the
discretion of J.P. Morgan Securities plc ("JPMS") in its capacity as Index
Calculation Agent. The Rules will be re-published no later than one calendar
month following supplementation or amendment to reflect any such changes.
Copies of the current Rules are available from JPMS upon request.

This document is published by JPMS of 25 Bank Street, Canary Wharf, London E14
5JP, United Kingdom in its capacity as Index Calculation Agent.

ALL PERSONS READING THIS DOCUMENT SHOULD REFER TO THE RISK FACTORS AND NOTICES,
DISCLAIMERS AND CONFLICTS OF INTEREST SECTIONS BELOW AND CONSIDER THE
INFORMATION CONTAINED IN THIS DOCUMENT IN LIGHT OF SUCH RISK FACTORS, NOTICES,
DISCLAIMERS AND CONFLICTS OF INTEREST.

NOTHING IN THESE RULES CONSTITUTES AN OFFER TO BUY OR SELL ANY SECURITIES,
PARTICIPATE IN ANY TRANSACTION OR ADOPT ANY INVESTMENT STRATEGY OR LEGAL, TAX,
REGULATORY OR ACCOUNTING ADVICE.

2. General Notes on the ETF Efficiente Indices

Each ETF Efficiente Index is a notional dynamic basket that tracks the total
return of a basket consisting of eleven exchange-traded funds (each an, "ETF")
and two commodity trust exchange-traded products (each, an "ETP") (each ETP and
ETF a "Constituent" and together the "Constituents"), with dividends
reinvested. The Constituents are subject to the provisions of Section 10
(Extraordinary Events) below. The Constituents represent a diverse range of
asset classes and geographic regions.  Unless a Market Disruption Event has
occurred and is continuing, the weight assigned to each Constituent within an
ETF Efficiente Index will be adjusted on a monthly basis on the first Index
Business Day of each month (each such day, a "Re-weighting Date") (as described
in Section 7 (ETF Efficiente Index Rebalancing) below).

The weight assigned to each Constituent on a Re-weighting Date will be
determined on the day that is two Index Business Days before the Re-weighting
Date (the "Re-weighting Selection Date") by reference to the returns and
volatilities of multiple hypothetical portfolios comprising the Constituents
measured over the immediately preceding Performance Observation Period.

The re-weighting methodology (as described in more detail below) seeks to
identify a weight for each of the Constituents that would have resulted in the
hypothetical portfolio with the highest return over the relevant Performance
Observation Period, subject to an annualized volatility over the same period
equal to or less than a specified volatility (the "Target Volatility"). The
Target Volatility for each ETF Efficiente Index is specified in the applicable
module in Part B.

No assurance can be given that the investment strategy used to construct any
ETF Efficiente Index will be successful or that any ETF Efficiente Index will
outperform any alternative basket or strategy that might be constructed from
the Constituents. Furthermore, no assurance can be given that any ETF
Efficiente Index will achieve its Target Volatility. The actual realized
volatility of each ETF Efficiente Index may be greater or less than its Target
Volatility.

-2-

 

 
 

Subject to the occurrence of a Market Disruption Event, the level of each ETF
Efficiente Index (the "Index Level") will be calculated by the Index
Calculation Agent on each Index Business Day to an accuracy of two decimal
places. The Index Level is calculated in USD in accordance with the methodology
set out in Section 8 (ETF Efficiente Index Level) below.

Each ETF Efficiente Index is described as a notional basket of assets because
there is no actual portfolio of assets to which any person is entitled or in
which any person has any ownership interest.  Each ETF Efficiente Index merely
references certain assets, the performance of which will be used as a reference
point for calculating the Index Level.

3. Index Calculation Agent

JPMS or any affiliate or subsidiary designated by it will act as calculation
agent (the "Index Calculation Agent") for each ETF Efficiente Index.  The Index
Calculation Agent's determinations in respect of each ETF Efficiente Index and
interpretation of these Rules are final. Further information is contained in
the statement of Responsibility set out in Section 12 (Responsibility) below.

4. The Constituents

The notional basket of assets for each ETF Efficiente Index (the "Constituents"
and each a "Constituent") is set out in Table 1 below. Table 1 also contains
the Bloomberg ticker for each Constituent for ease of identification, and for
each Constituent the Primary Exchange and Related Exchange for each
Constituent.

Table 1
-------------------------------------- ========= ========= ----------------
i   Constituent Name                   Bloomberg   Primary Related Exchange
                                         Ticker   Exchange
--- ---------------------------------- --------- --------- ----------------
1   Vanguard SandP 500 ETF                  VOO    NYSE Arca   All Exchanges
--- ---------------------------------- --------- --------- ----------------
2   iShares Core SandP Small-Cap ETF         IJR   NYSE Arca  All Exchanges
--- ---------------------------------- --------- --------- ----------------
3   Vanguard FTSE Developed Markets       VEA    NYSE Arca   All Exchanges
    ETF
--- ---------------------------------- --------- --------- ----------------
4   iShares 20+ Year Treasury Bond ETF     TLT   NYSE Arca   All Exchanges
--- ---------------------------------- --------- --------- ----------------
5   iShares iBoxx $ Investment Grade      LQD    NYSE Arca   All Exchanges
    Corporate Bond ETF
--- ---------------------------------- --------- --------- ----------------
6   SPDR Barclays High Yield Bond          JNK   NYSE Arca   All Exchanges
    ETF
--- ---------------------------------- --------- --------- ----------------
7   Vanguard FTSE Emerging Markets        VWO    NYSE Arca   All Exchanges
    ETF
--- ---------------------------------- --------- --------- ----------------
8   iShares J.P. Morgan USD Emerging      EMB    NYSE Arca   All Exchanges
    Markets Bond ETF
--- ---------------------------------- --------- --------- ----------------
9   Vanguard REIT ETF                     VNQ    NYSE Arca   All Exchanges
--- ---------------------------------- --------- --------- ----------------
10  iShares SandP GSCI Commodity-           GSG    NYSE Arca   All Exchanges
    Indexed Trust
--- ---------------------------------- --------- --------- ----------------
11  iShares Gold Trust                     IAU   NYSE Arca   All Exchanges
--- ---------------------------------- --------- --------- ----------------
12  iShares TIPS Bond ETF                  TIP   NYSE Arca   All Exchanges
--- ---------------------------------- --------- --------- ----------------
13  iShares 1-3 Year Treasury Bond ETF    SHY    NYSE Arca   All Exchanges

5. Initial Composition of the ETF Efficiente Indices

-3-

 

 
 

On the applicable Start Date for the relevant ETF Efficiente Index, such ETF
Efficiente Index comprised notional holdings in the Constituents with Weights
determined as of the Re-weighting Selection Date immediately preceding the
Start Date (the "Initial Re-weighting Selection Date"), and effected as of the
relevant Re-weighting Date (the "Initial Re-weighting Date"), which may also be
the Start Date, in accordance with Section 6 (Determining the Weights for the
Constituents). References in these Rules to the "Re-weighting Date" or the
"Re-weighting Selection Date", respectively, shall be deemed to include
references to the Initial Re-weighting Date or the Initial Re-weighting
Selection Date, respectively.

The composition of each ETF Efficiente Index will be adjusted in accordance
with the methodology described in the remainder of these Rules.

The Index Level on the Start Date for each ETF Efficiente Index is provided in
the applicable module for that ETF Efficiente Index in Part B. The Index Level
for each ETF Efficiente Index was USD 100 on December 31, 2007 (the "Base
Date").

6. Determining the Weights for the Constituents

On the Initial Re-weighting Selection Date and thereafter on a monthly basis on
each subsequent Re-weighting Selection Date, the Index Calculation Agent will
determine the weight (the "Weight") to be assigned to each Constituent on the
immediately following Re-weighting Date in accordance with the methodology
described in this Section 6.

6.1 Identifying the Performance Observation Periods

On each Re-weighting Selection Date k, the Index Calculation Agent will
identify the applicable Performance Observation Period k (being the period of
126 Weekdays prior to and including the Re-weighting Selection Date k) (the
"Performance Observation Period").

6.2 Identifying the Unique Portfolio for Each Performance Observation Period

With respect to the applicable Performance Observation Period identified by the
Index Calculation Agent with respect to a Re-weighting Selection Date k, the
Index Calculation Agent will:

(a) Calculate the Closing TR Level of each Constituent for each Weekday during
the relevant Performance Observation Period. If any such Weekday is not a
Dealing Day with respect to a Constituent or if the Index Calculation Agent
cannot obtain relevant reliable information from third party sources, the
Closing TR

 Level for that Constituent in respect of such Weekday shall be deemed to be
the Closing TR Level for that Constituent as of the immediately preceding
Dealing Day for that Constituent for which the Index Calculation Agent can
obtain relevant reliable information from third party sources;

(b) Identify all possible Eligible Portfolios in accordance with Section 6.4
(Eligible Portfolios and Weighting Constraints) below.

(c) Calculate the Performance of each such Eligible Portfolio over the relevant
Performance Observation Period in accordance with the following formula:


[GRAPHIC OMITTED]

P j
 means the Performance of Eligible Portfolio j on Re-weighting Selection Date
k;
k
S i
 means the Closing TR Level of Constituent i on Re-weighting Selection Date k;

k i
S means the Closing TR Level of Constituent i on the first Weekday of
Performance Observation
k ,0

Period k; and
li
 means the weighting of Constituent i within Eligible Portfolio j.
j

-4-

 

 
 

Closing TR Level means, subject to the provisions of Section 9 (Market
Disruption), with respect to Constituent i and a Dealing Day, t, the Closing
Level of the Constituent with dividends re-invested, which will be determined
as follows:

[GRAPHIC OMITTED]

For purposes of determining the Closing TR Level for any Constituent for any
Dealing Day, if the immediately preceding Dealing Day ("Prior Dealing Day") for
such Constituent was a Disrupted Day then, in the formula for determining the
Closing TR Level for such Dealing Day, (i) the Closing TR Level for that Prior
Dealing Day shall be replaced with the Closing TR Level on the immediately
preceding Dealing Day that was not a Disrupted Day (the "Prior Non-Disrupted
Dealing Day") for such Constituent, (ii) the Closing Level for that Prior
Dealing Day shall be replaced with the Closing Level on the Prior Non-Disrupted
Dealing Day for such Constituent, and (iii) the Gross Dividend Amount of the
Constituent in respect of such Dealing Day shall be replaced with the sum of
the Gross Dividend Amounts of the Constituent in respect of all days from and
excluding the Prior Non-Disrupted Dealing Day to and including such Dealing
Day.

(d) Calculate the Realized Volatility of each such Eligible Portfolio over
Performance Observation Period k in accordance with the following formula:

[GRAPHIC OMITTED]

s j
 means the Realized Volatility of Eligible Portfolio j on Re-weighting
Selection Date k;
k
L means 125, the number of Weekday returns during Performance Observation
Period k;
R j
means the weighted sum of the natural logarithms of daily returns of each
Constituent from Weekday
k ,n
n-1 to Weekday n in Performance Observation Period k, calculated in accordance
with the following formula:
[GRAPHIC OMITTED]

where:

S i
 means the Closing TR Level of Constituent i on Weekday n in Performance Period
k;
k ,n

-5-

 

 
 

i
S - means the Closing TR Level of Constituent i on Weekday n-1 in Performance
Period k;
k ,n 1
and
li
 means the weighting of Constituent i within Eligible Portfolio j.
j

(e) Select the Eligible Portfolio with the strongest performance over the
relevant Performance Observation Period (with a precision of as many decimal
places as necessary) that has an annualized Realized Volatility equal to or
less than the Target Volatility. The Eligible Portfolio that satisfies these
criteria is known as the "Unique Portfolio" for that Performance Observation
Period.

(f) If none of the Eligible Portfolios has an annualized Realized Volatility of
equal to or less than the Target Volatility, the Target Volatility will be
increased by one percent (1%) and step 6.2(e) above will be repeated until a
Unique Portfolio is selected. These steps, including an increase to the Target
Volatility, may be repeated further until a Unique Portfolio is selected.

6.3 Determining the Weight to be assigned to each Constituent on the relevant
Re-weighting Date


The Weight to be assigned to each Constituent as of any Re-weighting Date will
be the weight assigned to such Constituent within the Unique Portfolio
identified with respect to the immediately preceding Re-weighting Selection
Date in accordance with Section 6.2 above.

The effective Weight of each of the Constituents within each ETF Efficiente
Index may fluctuate during the period from one Re-weighting Date to the next
Re-weighting Date due to movements in the level of the Constituents.

6.4 Eligible Portfolios and Weighting Constraints

For each ETF Efficiente Index, an "Eligible Portfolio" is any hypothetical
portfolio of Constituents that comprises all thirteen (13) of the Constituents
and that satisfies the "Weighting Constraints" detailed in the applicable
module in Part B for such ETF Efficiente Index.

7. ETF Efficiente Index Rebalancing

Unless a Market Disruption Event has occurred and is continuing, the relevant
ETF Efficiente Index will be rebalanced on the first Index Business Day of each
calendar month.

8. ETF Efficiente Index Level

Unless a Market Disruption Event has occurred and is continuing, the Index
Level of each ETF Efficiente Index will be calculated by the Index Calculation
Agent for each Index Business Day in accordance with the following algorithm:

On the Base Date the Index Level was 100 for each ETF Efficiente Index. On each
Index Business Day t from but excluding Re-weighting Date k to and including
the next following Re-weighting Date k+1, the level of the ETF Efficiente Index
will be calculated according to the following formula:
[GRAPHIC OMITTED]

where:

Index means the Index Level of the applicable ETF Efficiente Index on Index
Business Day t;
k,t

Index means the Index Level of the applicable ETF Efficiente Index on
Re-weighting Date k;
k
Fee means the Fee specified in the applicable module in Part B for the
applicable ETF Efficiente Index; and Days means the number of calendar days
from but excluding Re-weighting Date k to and including Index
k,t

Business Day t

-6-

 

 
 


[GRAPHIC OMITTED]

 Sk i ,t means, for i=1 through 13, the Closing TR Level of Constituent i;

 Sk(i) means, for i=1 through 13, the Closing TR Level of Constituent i; and

 Wk(i) means the Weight assigned to Constituent i on Re-weighting Date k (for
all Constituents), where i for each Constituent is the number (1 through 13)
assigned to that Constituent in Table 1 in Section 4 (The Constituents)
(above).

9. Market Disruption

9.1 On a Re-weighting Selection Date


If a Re-weighting Selection Date is a Disrupted Day in respect of any
Constituent (each such Constituent for these purposes, an "Affected
Constituent"), then the relevant Re-weighting Selection Date shall remain the
originally scheduled Re-weighting Selection Date and the Closing TR Level for
each Affected Constituent in respect of such Disrupted Day shall be deemed to
be the Closing TR Level for the Affected Constituent as of the immediately
preceding Dealing Day for the Affected Constituent that was not a Disrupted
Day.

9.2 On a Re-weighting Date

If a Re-weighting Date is a Disrupted Day in respect of any Constituent (each
such Constituent for these purposes, an "Affected Constituent"), then the
relevant Re-weighting Date shall be deemed to be the first following day that
is a Dealing Day for all of the Constituents and that is not a Disrupted Day
for any Constituent, unless each of the five Index Business Days immediately
following the day originally scheduled to be the Re-weighting Date is a
Disrupted Day for any Constituent, in which case such fifth Index Business Day
following the day originally scheduled to be the relevant Re-weighting Date
shall be deemed to be the relevant Re-weighting Date (notwithstanding that it
is a Disrupted Day in respect of at least one Constituent), and the Index
Calculation Agent shall re-weight the relevant ETF Efficiente Index acting in
good faith using such information and/or methods as it determines, in its
reasonable discretion, are appropriate.

9.3 On an Index Business Day

If any Index Business Day is a Disrupted Day for one or more Constituents (each
such Constituent for these purposes, an "Affected Constituent"), the Index
Calculation Agent may either:

(a) calculate its good faith estimate of the Index Level for such Index
Business Day, using its good faith estimate of the Closing TR Level of the
Affected Constituent(s). Any such estimated level may be subject to correction
on the first succeeding Index Business Day that is not a Disrupted Day in
respect of such Affected Constituent and on the first succeeding Index Business
Day that is not a Disrupted Day in respect of any Constituent; or

(b) suspend the calculation and publication of the Index Level until the first
succeeding Index Business Day that is not a Disrupted Day in respect of any
Constituent.


For purposes of determining the Closing TR Level for any Constituent for any
Dealing Day, if the Prior Dealing Day for such Constituent was a Disrupted Day
then, in the formula for determining the Closing TR Level for such Dealing Day,
(i) the Closing TR Level for that Prior Dealing Day shall be replaced with the
Closing TR Level on the Prior Non-Disrupted Dealing Day for such Constituent,
(ii) the Closing Level for that Prior Dealing Day shall be replaced with the
Closing Level on the Prior Non-Disrupted Dealing Day for such Constituent, and
(iii) the Gross Dividend Amount of the Constituent in respect of such Dealing
Day shall be replaced with the sum of the Gross Dividend Amounts of the
Constituent in respect of all days from and excluding the Prior Non-Disrupted
Dealing Day to and including such Dealing Day.

9.4 Definitions Related to Market Disruption


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(a)  "Disrupted Day" means in respect of a Constituent, a Dealing Day on which
a Market Disruption Event occurs or is continuing in respect of such
Constituent.

(b) A "Market Disruption Event" occurs if the Index Calculation Agent in its
sole discretion determines that on any Dealing Day there has been:

(i) in respect of any Reference Index of any Constituent, a failure by the
relevant sponsor to calculate and publish the Closing Level for such index on
such Dealing Day, or any event that, in the determination of the Index
Calculation Agent, disrupts or impairs the ability of market participants
generally to effect transactions in or obtain market values for any securities
or components that compose the relevant index, any options on instruments
related to such securities or components, or relevant futures related to such
securities or components, if such disruption or impairment relates to
securities or components and related options or futures on the same or
additional securities or components which securities and components in the
aggregate compose 20 percent or more of the level of the relevant index; or

(ii) in respect of any Reference Index of any Constituent that is an equity
index, an Equity Index Disruption Event; or

(iii) in respect of any Reference Index of any Constituent that is a commodity
index or any Reference Commodities of any Constituent, a Commodity Disruption
Event; or

(iv) in respect of a Constituent, a Constituent Disruption Event; and

the Index Calculation Agent determines in its sole discretion that the
applicable event described above could materially interfere with the ability of
market participants to transact in positions with respect to the relevant ETF
Efficiente Index, any Constituent or the Reference Index of any Constituent.

For the purpose of determining whether a Market Disruption Event with respect
to an index and a Dealing Day exists at any time, if trading in a security or
component included in the applicable index is materially suspended or
materially limited at that time, then the relevant percentage contribution of
that security to the level of the applicable index will be based on a
comparison of (x) the portion of the level of the applicable index attributable
to that security relative to (y) the overall level of the applicable index, in
each case immediately before that suspension or limitation.

(c) "Equity Index Disruption Event" means, in each case as determined by the
Index Calculation Agent in its sole discretion, subject to the provisions of
Section 9.4(g):

(i) the occurrence or existence of a suspension, absence or material limitation
of trading of securities then constituting 20% or more of the level of the
equity index on the relevant primary exchanges for such securities for more
than two hours of trading during, or during the last one-half hour period
preceding the close of, the principal trading session on such relevant primary
exchanges; or

(ii) if applicable, the occurrence or existence of a suspension, absence or
material limitation of trading on the primary exchange or market for trading in
futures or options contracts related to the equity index for more than two
hours of trading during, or during the last one-half hour period preceding the
close of, the principal trading session on such applicable exchange or market.


(d) "Commodity Disruption Event" means, in each case as determined by the Index
Calculation Agent in its sole discretion:

(i) A material limitation, suspension, discontinuation or disruption of trading
in one or more of the relevant Reference Commodities;

(ii) A material limitation, suspension, discontinuation or disruption of
trading in one or more options or futures contracts on (x) a relevant commodity
or commodities related to the relevant commodity index or (y) the relevant
Reference Commodities, which results in failure by the relevant exchange on
which any such option(s) and/or futures contract(s) is/are traded to report an
official settlement price for such option(s) and/or futures contract(s) on the
day on which such event occurs or any succeeding day on which it continues;

(iii) a limitation, suspension or disruption of trading in one or more options
or futures contracts on

(x) a relevant commodity or commodities related to the relevant commodity index
or (y) the relevant


Reference Commodities, by reason of movements exceeding "limit up" or "limit
down" levels permitted by the relevant exchange and which the Index Calculation
Agent determines is material to trading volume and market conditions in such
option(s) or futures contract(s) on such Dealing Day;

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(iv) publication by the relevant exchange of a "limit price" as the official
settlement price for any futures contract on (x) the relevant commodity or
commodities related to the relevant commodity index or (y) the relevant
Reference Commodities (by reason of movements exceeding "limit up" or "limit
down" levels permitted by the relevant exchange);

(v) the occurrence of a Non-Publication Event;

(vi) the relevant exchange for any futures contracts on (x) the relevant
commodity or commodities


related to the relevant commodity index or (y) the relevant Reference
Commodities is not open for trading during its regular trading session as
scheduled for the relevant day; or

(vii) the relevant market for any Reference Commodity is not open for trading
during its regular trading session as scheduled for the relevant day.

(e) "Non-Publication Event" means, the failure by the relevant exchange, index
sponsor of the relevant commodity index or other price source to announce
publicly or publish the following (or the information necessary for determining
the following): (a) the official settlement price for any relevant futures
contract on (x) the relevant commodity or commodities related to the relevant
commodity index or (y) the relevant Reference Commodities; or (b) the closing
level of the relevant commodity index, in either case by noon (London time) on
the immediately following Dealing Day, provided, however that the occurrence of
such an event shall not constitute a "Non-Publication Event" in the case of
clause (b) hereof if the Index Calculation Agent determines in its sole
discretion by noon (London time) on such immediately following Dealing Day that
the information necessary for determining the closing level of the relevant
commodity index has been announced publicly or published by the relevant
exchange, index sponsor of the relevant commodity index or other price source
in which case the Index Calculation Agent shall determine the closing level of
such commodity index (the closing level so determined being a "Proxy Calculated
Level") in good faith and in a commercially reasonable manner.

(f) "Constituent Disruption Event" means, in each case as determined by the
Index Calculation Agent in its sole discretion, subject to the provisions of
Section 9.4(g):

(i) the occurrence or existence of a suspension, absence or material limitation
of trading of the shares of such Constituent on the relevant primary exchange
for such shares for more than two hours of trading during, or during the last
one-half hour period preceding the close of, the principal trading session on
such relevant primary exchange;

(ii) a breakdown or failure in the price and trade reporting systems of the
relevant primary exchange for the shares of such Constituent as a result of
which the reported trading prices for such shares are materially inaccurate for
more than two hours of trading during, or during the last one-half hour period
preceding the close of, the principal trading session on such relevant primary
exchange;

(iii) if applicable, the occurrence or existence of a suspension, absence or
material limitation of trading on the primary exchange or market for trading in
futures or options contracts related to the shares of such Constituent or on
any Related Exchange for such Constituent for more than two hours of trading
during, or during the last one-half hour period preceding the close of, the
principal trading session in the applicable exchange or market;

(iv) the net asset value of such Constituent is not calculated or is not
announced by the Constituent Sponsor; or

(v) the relevant sponsor of any Constituent suspends creations or redemptions
of shares of such Constituent.

(g)  For the purpose of determining whether an Equity Index Disruption Event or
a Constituent Disruption Event has occurred:

(1) a limitation on the hours or number of days of trading will not constitute
an Equity Index Disruption Event or a Constituent Disruption Event if it
results from an announced change in the regular business hours of the relevant
primary exchange or the primary exchange or market for trading in futures or
options contracts related to the relevant shares;

(2) limitations pursuant to the rules of any relevant primary exchange similar
to New York Stock Exchange Rule 80B (or any applicable rule or regulation
enacted or promulgated by any other self-

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regulatory organization or any government agency of scope similar to New York
Stock Exchange Rule 80B as determined by the Index Calculation Agent) on
trading during significant market fluctuations will constitute a suspension,
absence or material limitation of trading;

(3) a suspension of trading in futures or options contracts on the applicable
equity index or shares of a Constituent by the primary exchange or market for
trading in such contracts or shares by reason of (a) a price change exceeding
limits set by such exchange or market, (b) an imbalance of orders relating to
such contracts or shares or (c) a disparity in bid and ask quotes relating to
such contracts or shares, will constitute a suspension, absence or material
limitation of trading in futures or options contracts related to the applicable
equity index or the shares of such Constituent; and

(4) a suspension, absence or material limitation of trading on any relevant
primary exchange or, if applicable, on the primary exchange or market on which
futures or options contracts related to the applicable equity index or the
shares of such Constituent are traded will not include any time when such
exchange or market is itself closed for trading under ordinary circumstances.

10. Extraordinary Events

10.1 Extraordinary Events for each Constituent

(i) For any Constituent, (a) if its net asset value is not calculated and is
not announced by the Constituent

 Sponsor for the relevant Constituent, but is calculated and announced by a
successor sponsor

 acceptable to the Index Calculation Agent, or (b) if it is replaced by a
successor constituent whose

 Reference Commodities are the same as that of the replaced Constituent or
whose Reference Index is

 either the same as that of the replaced Constituent or is an index using, in
the determination of the

 Index Calculation Agent, the same or a substantially similar formula for and
method of calculation as

 used in the calculation of the replaced Constituent's Reference Index and, in
any case, whose sponsor

 is acceptable to the Index Calculation Agent, then in the case of clause (a)
or (b) above that Constituent

 will thereinafter be deemed to be the successor constituent, so calculated and
announced by that

 successor sponsor described in clause (a) above or that successor constituent
described in clause (b)

 above, as the case may be, with effect from a date determined by the Index
Calculation Agent who may

 make such adjustments to the Rules of the relevant ETF Efficiente Index as it
determines in good faith

 are appropriate to account for such change. For the avoidance of doubt, the
Index Calculation Agent

 shall not accept a particular successor constituent if the Index Calculation
Agent determines, in its

 discretion, that doing so would immediately result in the occurrence of an
Extraordinary Event. Upon

 the acceptance of a successor constituent, such successor shall take the place
of the relevant

 Constituent. For the avoidance of doubt, the prior performance of such
successor shall be used in the

 identification of the Unique Portfolio for future Performance Observation
Periods.

(ii) If an Extraordinary Event occurs in respect of a Constituent, the Index
Calculation Agent, acting in

 good faith and a commercially reasonable manner, shall select as a substitute
for such Constituent an

 ETF or an ETP, as the case may be, that the Calculation Agent determines, in
its discretion, possesses

 substantially similar characteristics or provides a substantially similar
exposure (as considered prior to

 the occurrence of such Extraordinary Event) as compared to the Constituent
that is being replaced

 (such substitute constituent being referred to herein as a "substitute
constituent"); in such a case, the

 Index Calculation Agent shall, in good faith, make such adjustment(s) that it
determines to be

 appropriate to any variable, calculation methodology, valuation terms or any
other rule in relation to

 the relevant ETF Efficiente Index to account for such substitution; provided
that if the Index

 Calculation Agent determines, in its discretion, that no such substitute
constituent is available, then the

 Index Calculation Agent will, in its discretion, (x) determine its good faith
estimate of the closing price

 of such Constituent as of a date on or prior to the occurrence of such
Extraordinary Event and use such

 estimate of the closing price (without modification over time) in respect of
such Constituent in

 subsequent calculations of the Index Level of the relevant ETF Efficiente
Index until the immediately

 following Re-Weighting Date, (y) remove such Constituent from the relevant ETF
Efficiente Index and

 (z) in good faith, make such adjustment(s) that it determines to be
appropriate to any variable,

 calculation methodology, valuation terms or any other rule in relation to the
relevant ETF Efficiente

 Index to account for such removal;. For the avoidance of doubt, the Index
Calculation Agent shall not

 select a particular substitute constituent if the Index Calculation Agent
determines, in its discretion, that

 doing so would immediately result in the occurrence of an Extraordinary Event.
Upon the selection of

 a substitute constituent, such substitute shall take the place of the relevant
Constituent. For the


-10-

 

 
 

avoidance of doubt, the prior performance of such substitute shall be used in
the identification of the Unique Portfolio for future Performance Observation
Periods.

"Extraordinary Event" in respect of a Constituent means:

(1) for any Constituent, the sponsor of the relevant Reference Index of the
Constituent makes a material change in the formula for or the method of
calculating that Reference Index of the Constituent or in any other way
materially modifies that Reference Index of the Constituent (other than a
modification prescribed in that formula or method to maintain that Reference
Index of the Constituent in routine circumstances);

(2) for any Constituent, the Constituent Sponsor replaces the Reference
Commodities or replaces the Reference Index of the Constituent with a successor
index that does not, in the determination of the Index Calculation Agent, use
the same or a substantially similar formula for and method of calculation as
used in the calculation of the replaced Reference Index of the Constituent;

(3) for any Constituent, the Constituent Sponsor permanently cancels the
Constituent, and no successor exists, or the Constituent's level or net asset
value is not calculated and is not announced by the Constituent Sponsor for the
relevant Constituent, and is not calculated and announced by a successor
sponsor acceptable to the Index Calculation Agent;

(4) a Constituent is de-listed from the relevant Exchange for such Constituent,
liquidated, or otherwise terminated;

(5) a Lock-In Event occurs in respect of a Constituent;

(6) in respect of a Constituent, at any time, the license granted (if required)
by a non-affiliate of the Index Calculation Agent to the Index Calculation
Agent (or its affiliates) to use such Constituent for the purposes of the
relevant ETF Efficiente Index terminates, or the Index Calculation Agent's
rights to use the Constituent for the purpose of the relevant ETF Efficiente
Index is otherwise disputed by a non- affiliate of the Index Calculation Agent,
impaired or ceases (for any reason); or

(7) the occurrence (and/or continuation) of a Change in Law.


A "Lock-In Event" occurs when one or more of the following events occur, and
the Index Calculation Agent determines in its sole discretion that such event
or combination of events is material (although, for the avoidance of doubt, the
Index Calculation Agent has no obligation to monitor actively whether or not
any of the following events has occurred):

(a) There is an amendment, variation or modification to the offering documents
of any Constituent, that, in the reasonable determination of the Index
Calculation Agent, would materially adversely affect the ability of market
participants to trade in shares of the Constituent;

(b) The Average Daily Trading Volume of any Constituent other than those
specified in clauses (c) and (d) of this definition of Lock-In Event declines
below $50 million;

(c) The Average Daily Trading Volume of the Constituent numbered 10 (GSG) in
Table 1 (in Section 4 (The Constituents)) or any successor to or substitute for
such Constituent declines below $7.5 million;

(d) The Average Daily Trading Volume of the Constituent numbered 11 (IAU) in
Table 1 (in Section 4 (The Constituents)) or any successor to or substitute for
such Constituent declines below $1 million;

(e) The Market Capitalization of any Constituent other than those specified in
clause (f) declines below $500 million;

(f) The Market Capitalization of the Constituent numbered 11 (IAU) in Table 1
(in Section 4 (The Constituents)) or any successor to or substitute for such
Constituent declines below $200 million.

(g) The net asset value of any Constituent is not calculated or is not
announced by the relevant Constituent Sponsor for 5 consecutive Dealing Days
for such Constituent;

(h) The relevant sponsor of the Reference Index of any Constituent fails to
calculate and publish the Closing Level for such index for 5 consecutive
Dealing Days; or

(i) The relevant sponsor of any Constituent suspends creations or redemptions
of shares of such Constituent for

5 consecutive Dealing Days or announces a suspension of unlimited duration of
such creations or redemptions.

A "Change in Law" occurs when, due to either:


-11-

 

 
 

(a) the adoption of, or any change in, any applicable law, regulation or rule
(including, without limitation, any tax law); or

(b) the promulgation of, or any change in, the interpretation by any court,
tribunal or regulatory authority with competent jurisdiction of any applicable
law, rule, regulation or order (including, without limitation, as implemented
by the U.S. Commodity Futures Trading Commission or any exchange or trading
facility),

the Index Calculation Agent determines in good faith that (x) it is contrary to
such law, rule, regulation or order for any market participants that are
brokers or financial intermediaries (individually or collectively) to hold,
acquire or dispose of (in whole or in part) any Constituent, any transaction
referencing any Constituent or any component of any Constituent or of any
Reference Index of any Constituent or, (y) holding a position in any
Constituent, any transaction referencing any Constituent or any component of
any Constituent or of any Reference Index of any Constituent is (or, but for
the consequent disposal or termination thereof, would otherwise be) in excess
of any allowable position limit(s) applicable to any market participants that
are brokers or financial intermediaries (individually or collectively) under
any such law, rule or regulation in relation to such Constituent, transaction
referencing the Constituent or component of the Constituent or of the Reference
Index of the Constituent, including in any case traded on any exchange(s) or
other trading facility (including, without limitation, any relevant exchange).


10.2 Anti-Dilution Adjustments

With respect to each Constituent (or the relevant successor or substitute
Constituent), anti-dilution adjustments to the Closing Level of such
Constituent will only be made (a) if the shares of a Constituent are subject to
a share split or reverse share split, once such split has become effective, and
(b) if a Constituent is subject to (i) an issuance of additional shares of such
Constituent that is given ratably to all or substantially all holders of shares
of such Constituent or (ii) a distribution of shares of such Constituent as a
result of the triggering of any provision of the corporate charter of such
Constituent, once the dividend or distribution has become effective and the
shares of such Constituent are trading ex-dividend.  The Index Calculation
Agent will be solely responsible for the determination and calculation of any
such anti-dilution adjustments and any related determinations and calculations,
and its determinations and calculations with respect thereto will be conclusive
in the absence of manifest error.

11. Corrections

If (i) the Closing Level of any Constituent as of any date which is published
or otherwise made available in respect of the relevant Constituent is
subsequently corrected and such correction is published or otherwise made
available in respect of such Constituent; or (ii) the Index Calculation Agent
identifies an error or omission in any of its calculations or determinations in
respect of an ETF Efficiente Index, then the Index Calculation Agent may, if
practicable and if the Index Calculation Agent determines acting in good faith
that such correction, error or omission (as the case may be) is material,
adjust or correct the relevant calculation or determination and/or the Index
Level as of any Index Business Day to take into account such correction.

12. Responsibility

The Index Calculation Agent shall act in good faith and in a commercially
reasonable manner with respect to the performance of its obligations and the
exercise of its discretion pursuant to these Rules.

Although these Rules are intended to be comprehensive, ambiguities may arise.
In such circumstances, the Index Calculation Agent will resolve such
ambiguities in a reasonable manner and, if necessary, amend these Rules to
reflect such resolution.

Neither the Index Calculation Agent nor any of its affiliates or subsidiaries
or any of their respective directors, officers, employees, representatives,
delegates or agents (each a "Relevant Person") shall have any responsibility to
any person (whether as a result of negligence or otherwise) for any
determinations made or anything done (or omitted to be determined or done) in
respect of any ETF Efficiente Index or any use to which any person may put any
ETF Efficiente Index or their Index Levels.  All determinations of the Index
Calculation Agent in respect of

-12-

 

 
 

each ETF Efficiente Index shall be final, conclusive and binding and no person
shall be entitled to make any claim against any of the Relevant Persons in
respect thereof. Once a determination or calculation is made or action taken by
the Index Calculation Agent in respect of an ETF Efficiente Index, neither the
Index Calculation Agent nor any other Relevant Person shall be under any
obligation to revise any determination or calculation made or action taken for
any reason.

[REST OF THIS PAGE LEFT INTENTIONALLY BLANK]

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Definitions

Terms not otherwise defined herein, shall have the following meanings:

"Affected Constituent"         has the meaning given to such term in Sections 9.1, 9.2 and 9.3.
"Average Daily Trading Volume" means, with respect to a Constituent and an Index Business Day, the
                               product of (a) the average volume of trading in the shares of such
                               Constituent on all exchanges over the preceding 6 month period, as
                               reported by Bloomberg using the function Bloomberg Ticker US HP and
                               selecting a 6 month range or another information provider selected by the
                               Index Calculation Agent, and (b) the Closing Level of such Constituent
                               on such Index Business Day. The Average Daily Trading Volume for
                               each Constituent on July 31, 2014 is provided in Schedule 2 to this Part
                               A.
"Base Date"                    means December 31, 2007, as specified in Section 5 (Initial Composition
                               of the ETF Efficiente Indices).
"Business Day"                 a day (other than a Saturday or a Sunday) on which commercial banks are
                               open for business (including dealings in foreign exchange and foreign
                               currency deposits) in New York, New York.
"Change in Law"                has the meaning given to such term in Section 10 (Extraordinary Events).
"Closing Level"                means, subject to the provisions of Section 9 (Market Disruption) and
                               Section 10 (Extraordinary Events), in respect of a Constituent and a
                               Dealing Day, the last reported sale price, regular way (or, in the case of
                               The NASDAQ Stock Market, the official closing price) of the principal
                               trading session on such Dealing Day on the principal U.S. securities
                               exchange registered under the Securities Exchange Act of 1934, as
                               amended (the "Exchange Act"), on which such Constituent is listed or
                               admitted to trading.
"Closing TR Level"             means, in respect of a Constituent and a Dealing Day, as defined in
                               Section 6.2 (Identifying the Unique Portfolio for Each Performance
                               Observation Period).
"Commodity Disruption Event"   has the meaning given to such term in Section 9.4 (Definitions Related to
                               Market Disruption).
"Constituent"                  means each ETF or ETP that is a constituent of an ETF Efficiente Index.
"Constituent Disruption Event" has the meaning given to such term in Section 9.4 (Definitions Related to
                               Market Disruption).
"Constituent Sponsor"          means, in respect of a Constituent, the sponsor or successor sponsor of
                               such Constituent.
"Dealing Day"                  means, in respect of a Constituent, each day on which the primary
                               exchange in the United States for such Constituent is scheduled to be
                               open for trading for its regular trading session.
"Disrupted Day"                has the meaning given to such term in Section 9.4 (Definitions Related to
                               Market Disruption).
"ETF"                          has the meaning given to such term in Section 2 (General Notes on the
                               ETF Efficiente Indices).

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"ETF Efficiente Index"                means each index comprised in the JPMorgan ETF Efficiente Series X
                                      Index Series
"ETP"                                 has the meaning given to such term in Section 2 (General Notes on the
                                      ETF Efficiente Indices).
"Eligible Portfolio"                  has the meaning given to such term in Section 6.4 (Eligible Portfolios and
                                      Weighting Constraints)
"Equity Index Disruption Event"       has the meaning given to such term in Section 9.4 (Definitions Related to
                                      Market Disruption).
"Ex-Dividend Date"                    means, with respect to a dividend or other distribution for a Constituent,
                                      the first trading day on which transactions in the shares of such
                                      Constituent trade on the relevant exchange without the right to receive
                                      that dividend or other distribution.
"Extraordinary Event"                 has the meaning given to such term in Section 10 (Extraordinary Events).
"Fee"                                 means the Fee specified in the applicable module in Part B for the
                                      applicable ETF Efficiente Index.
"Gross Dividend Amount"               means, in respect of a Constituent and an Ex-Dividend Date for such
                                      Constituent, 100% of the amount of any dividend or other distribution per
                                      share of the Constituent that a shareholder in that Constituent on that Ex-
                                      Dividend Date would no longer have the right to receive due to the
                                      occurrence of such Ex-Dividend Date, as determined by the Index
                                      Calculation Agent in its discretion as (x) the amount of any cash dividend
                                      paid or other cash distribution made and (y) the fair market value of any
                                      distribution of shares of capital stock, evidences of indebtedness or other
                                      assets or property of such Constituent (other than share dividends or
                                      distributions referred to in Section 10.2 (Anti-Dilution Adjustments). If a
                                      portion of such distribution consists of property traded on the Ex-
                                      Dividend Date on a U.S. national securities exchange, the fair market
                                      value of such portion will equal the closing price of such distributed
                                      property on such Ex-Dividend Date.
"Index Business Day"                  means a day (i) on which the New York Stock Exchange is scheduled to
                                      open for trading for its regular trading session and (ii) that is a Dealing
                                      Day for all Constituents.
"Index Calculation Agent"             has the meaning given to such term in Section 3 (Index Calculation
                                      Agent).
"Index Level"                         has the meaning given to such term in Section 2 (General Notes on the
                                      ETF Efficiente Indices).
"Initial Re-Weighting Date"           has the meaning given to such term in Section 5 (Initial Composition of
                                      the ETF Efficiente Indices).
"Initial Re-Weighting Selection Date" has the meaning given to such term in Section 5 (Initial Composition of
                                      the ETF Efficiente Indices).
"JPMS"                                means J.P. Morgan Securities plc
"Lock-In Event"                       has the meaning given to such term in Section 10 (Extraordinary Events).
"Market Capitalization"               means, with respect to a Constituent and an Index Business Day, the
                                      market capitalization of the Constituent as provided by Bloomberg on the
                                      "DES" page or by another information provider selected by the Index


-15-

 

 
 


                                  Calculation Agent for such Constituent on such Index Business Day. The
                                  Market Capitalization for each Constituent on July 31, 2014 is provided
                                  in Schedule 2 to this Part A.
"Market Disruption Event"         has the meaning given to such term in Section 9.4 (Definitions Related to
                                  Market Disruption).
"Non-Publication Event"           has the meaning given to such term in Section 9.4 (Definitions Related to
                                  Market Disruption).
"Performance"                     means, in respect of an Eligible Portfolio and a Performance Observation
                                  Period, the performance of such Eligible Portfolio over such Performance
                                  Observation Period, as determined by the Index Calculation Agent using
                                  the algorithm(s) set out in Section 6
"Performance Observation Period"  has the meaning given to such term in Section 6.1 (Identifying the
                                  Performance Observation Periods).
"Prior Dealing Day"               has the meaning given to such term in Section 6.2 (Identifying the Unique
                                  Portfolio for each Performance Observation Period).
"Prior Non-Disrupted Dealing Day" has the meaning given to such term in Section 6.2 (Identifying the Unique
                                  Portfolio for each Performance Observation Period).
"Proxy Calculated Level"          has the meaning given to such term in Section 9.4 (Definitions Related to
                                  Market Disruption).
"Re-weighting Date"               has the meaning given to such term in Section 2 (General Notes on the
                                  ETF Efficiente Indices).
"Re-weighting Selection Date"     has the meaning given to such term in Section 2 (General Notes on the
                                  ETF Efficiente Indices).
"Realized Volatility"             means, in respect of an Eligible Portfolio and a Performance Observation
                                  Period, the annualized realized volatility of such Eligible Portfolio over
                                  such Performance Observation Period, as determined by the Index
                                  Calculation Agent pursuant to Section 6.2 (Identifying the Unique
                                  Portfolio for each Performance Observation Period).
"Reference Commodity"             means with respect to a Constituent, each commodity underlying such
                                  Constituent.
"Reference Index"                 means with respect to a Constituent, the index underlying such
                                  Constituent.
"Related Exchange"                means, in respect of any Constituent, each exchange or quotation system,
                                  if any, specified as such in Table 1 (above in Section 4 (The
                                  Constituents)), any successor to such exchange or quotation system or
                                  any substitute exchange or quotation system to which trading in futures or
                                  options contracts relating to the Constituent has temporarily relocated
                                  (provided that the Index Calculation Agent has determined that there is
                                  comparable liquidity relative to the futures or options contracts relating to
                                  the Constituent on such temporary substitute exchange or quotation
                                  system as on the original Related Exchange), provided, however, that
                                  where "All Exchanges" is specified as the Related Exchange, "Related
                                  Exchange" shall mean each exchange or quotation system (as determined
                                  by the Index Calculation Agent) where trading has a material effect (as
                                  determined by the Index Calculation Agent) on the overall market for
                                  futures or options contracts relating to the Share.


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"Rules"                 means the rules of the JPMorgan ETF Efficiente Series X Index Series as
                        set out in this document, as the same may be supplemented, amended or
                        restated from time to time.
"Start Date"            for each ETF Efficiente Index, has the meaning given to such term in the
                        applicable module in Part B.
"Target Volatility"     has the meaning given to such term in Section 2 (General Notes on the
                        ETF Efficiente Indices) and is specified in the applicable module in Part
                        B, subject to adjustment in accordance with Section 6.2(f).
"Unique Portfolio"      has the meaning give to such term in Section 6.2 (Identifying the Unique
                        Portfolio for Each Performance Observation Period).
"Weekday"               means any day other than a Saturday or a Sunday.
"Weight"                means, in respect of a Constituent and a Re-weighting Date, the weight
                        assigned to that Constituent within an ETF Efficiente Index as of the
                        relevant Re-weighting Date, as determined by the Index Calculation
                        Agent on the Re-weighting Selection Date immediately preceding that
                        Re-weighting Date in accordance with Section 6 (Determining the
                        Weights for the Constituents)
"Weighting Constraints" has the meaning given to such term in Section 6.4 (Eligible Portfolios and
                        Weighting Constraints) and are detailed in the applicable module in Part
                        B.


[REST OF THIS PAGE LEFT INTENTIONALLY BLANK]

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Schedule 1:

The indices comprising the JPMorgan ETF Efficiente Series X Index Series:

Table A of this Schedule 1 below sets out the name of each index in the
JPMorgan ETF Efficiente Series X Index Series. The relevant parameters for each
ETF Efficiente Index are provided in the applicable module in Part B.

TABLE A.

Name

JPMorgan ETF Efficiente 10 TR Series X
Index

This table may be amended from time to time to add additional ETF Efficiente
Series X

Indices.

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Schedule 2:

Appendix:  Average Daily Trading Volume and Market Capitalization as of July
31, 2014

Table A.
-------- -------------------------------- ========= ========================== =====================
         Constituent Name                 Bloomberg   Average Daily Trading    Market Capitalization
                                                    -------------------------- ---------------------
                                            Ticker  Volume as of July 31, 2014   as of July 31, 2014
                                                               ($MM*)                  ($MM*)
-------- -------------------------------- --------- -------------------------- ---------------------
1        Vanguard SandP 500 ETF                VOO                  431                   21,680
-------- -------------------------------- --------- -------------------------- ---------------------
2        iShares Core SandP Small-Cap ETF       IJR                 82                    13,480
-------- -------------------------------- --------- -------------------------- ---------------------
         Vanguard FTSE Developed
3                                            VEA                  201                   23,430
         Markets ETF
-------- -------------------------------- --------- -------------------------- ---------------------
         iShares 20+ Year Treasury Bond       TLT                2,080                   4,360
4
         ETF
-------- -------------------------------- --------- -------------------------- ---------------------
         iShares iBoxx $ Investment Grade
5                                            LQD                  251                   17,840
         Corporate Bond ETF
-------- -------------------------------- --------- -------------------------- ---------------------
         SPDR Barclays High Yield Bond
6                                             JNK                 505                    9,480
         ETF
-------- -------------------------------- --------- -------------------------- ---------------------
         Vanguard FTSE Emerging
7                                            VWO                  549                   48,360
         Markets ETF
-------- -------------------------------- --------- -------------------------- ---------------------
         iShares J.P. Morgan USD
8                                            EMB                  297                    4,620
         Emerging Markets Bond ETF
-------- -------------------------------- --------- -------------------------- ---------------------
9        Vanguard REIT ETF                   VNQ                  239                   23,950
-------- -------------------------------- --------- -------------------------- ---------------------
10       iShares SandP GSCI Commodity-         GSG                  11                     1,136
         Indexed Trust
-------- -------------------------------- --------- -------------------------- ---------------------
11       iShares Gold Trust                   IAU                 40                     6,827
-------- -------------------------------- --------- -------------------------- ---------------------
12       iShares TIPS Bond ETF                TIP                 67                    13,410
-------- -------------------------------- --------- -------------------------- ---------------------
         iShares 1-3 Year Treasury Bond      SHY                  122                    9,090
13
         ETF


* Numbers have been rounded to the nearest $1 MM


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Part B

PARAMETERS FOR EACH OF THE JPMORGAN ETF EFFICIENTE INDICES

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MODULE B1: JPMORGAN ETF EFFICIENTE 10 TR SERIES X INDEX


Name              JPMorgan ETF Efficiente 10 TR Series X Index
----------------- ---------------------------------------------------------------------------------------------------------
Start Date        September 29, 2014
----------------- ---------------------------------------------------------------------------------------------------------
Index Level on    164.59
the Start Date
----------------- ------ --------------------------------------------------------------------------------------------------
Target Volatility 10.00%
----------------- ---------------------------------------------------------------------------------------------------------
Fee               0.00% per annum
----------------- ---------------------------------------------------------------------------------------------------------
Weighting
Constraints       (i)      The minimum possible Weight assigned to any Constituent is zero percent (0%);
                  (ii)     The Weight assigned to each Constituent is an integral multiple of five percent (5%);
                  (iii)    The maximum possible Weight assigned to (x) either the iShares 1-3 Year Treasury Bond ETF
                           or the iShares TIPS Bond ETF is fifty percent (50%), (y) either the iShares SandP GSCI
                           Commodity-Indexed Trust or the iShares Gold Trust is ten percent (10%) and (z) any other
                           Constituent is twenty percent (20%);
                  (iv)     The sum of the Weights assigned to the Constituents numbered 1 through 3 in Table 1 (in
                           Section 4 (The Constituents) of Part A) shall not be greater than fifty percent (50%). For the
                           avoidance of doubt, the sum of the Weights assigned to the Vanguard SandP 500 ETF, iShares
                           Core SandP Small-Cap ETF and Vanguard FTSE Developed Markets ETF shall not be greater
                           than fifty percent (50%);
                  (v)      The sum of the Weights assigned to the Constituents numbered 4 through 6 in Table 1 (in
                           Section 4 (The Constituents) of Part A) shall not be greater than fifty percent (50%) For the
                           avoidance of doubt, the sum of the Weights assigned to the iShares 20+ Year Treasury Bond
                           ETF, the iShares iBoxx $ Investment Grade Corporate Bond ETF, and the SPDR Barclays
                           High Yield Bond ETF shall not be greater than fifty percent (50%);
                  (vi)    The sum of the Weights assigned to the Constituents numbered 7 and 8 in Table 1 (in Section 4
                            (The Constituents) of Part A) shall not be greater than forty percent (40%). For the avoidance
                            of doubt, the sum of the Weights assigned to the Vanguard FTSE Emerging Markets ETF and
                            the iShares J.P. Morgan USD Emerging Markets Bond ETF shall not be greater than forty
                            percent (40%);
                  (vii)    The sum of the Weights assigned to the Constituents numbered 9 through 11 in Table 1 (in
                           Section 4 (The Constituents) of Part A) shall not be greater than forty percent (40%). For the
                           avoidance of doubt, the sum of the Weights assigned to the Vanguard REIT ETF, the iShares
                           SandP GSCI Commodity-Indexed Trust and the iShares Gold Trust shall not be greater than
                           forty percent (40%);
                  (viii)  The sum of the Weights assigned to the Constituents numbered 12 and 13 in Table 1 (in Section
                           4 (The Constituents) of Part A) shall not be greater than fifty percent (50%). For the avoidance
                           of doubt, the sum of the Weights assigned to the iShares TIPS Bond ETF and the iShares 1-3
                           Year Treasury Bond ETF shall not be greater than fifty percent (50%); and
                  (ix)   The sum of the Weights assigned to all the Constituents shall be equal to one hundred percent
                           (100%).
                  Consequently, as long as Weighting Constraints (iii) through (ix) above are satisfied, (a) the Weight
                  assigned to each Constituent numbered 1, 2, 3, 4, 5, 6, 7, 8 or 9, in Table 1 (in Section 4 (The
                  Constituents) of Part A) in an Eligible Portfolio may be any of 0%, 5%, 10%, 15%, or 20%; (b) the
                  Weight assigned to each Constituent numbered 10 or 11 in Table 1 (in Section 4 (The Constituents) of
                  Part A) in an Eligible Portfolio may be any of 0%, 5% or 10%; and (c) the Weight assigned to each
                  Constituent numbered 12 or 13 in Table 1 (in Section 4 (The Constituents) of Part A) may be any of
                  0%, 5%, 10%, 15%, 20%, 25%, 30%, 35%, 40%, 45% or 50%.
----------------- ---------------------------------------------------------------------------------------------------------


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Risk Factors

The following list of risk factors does not purport to be a complete
enumeration or explanation of all the risks associated with an ETF Efficiente
Index.

(a) Proprietary and Rules-Based Trading Index

An ETF Efficiente Index follows a notional rules-based proprietary trading
strategy that operates on the basis of pre-determined rules. Accordingly,
potential investors in financial products which are linked to the performance
of an ETF Efficiente Index should determine whether those rules as described in
the Rules of that ETF Efficiente Index are appropriate in light of their
individual circumstances and investment objectives.

No assurance can be given that the investment strategy on which an ETF
Efficiente Index is based will be successful or that such ETF Efficiente Index
will outperform any alternative strategy that might be employed in respect of
the Constituents.

(b) Notional Exposures

An ETF Efficiente Index comprises notional assets and liabilities. The
exposures to the Constituents are purely notional and will exist solely in the
records maintained by or on behalf of the Index Calculation Agent.
Consequently, investors in financial products which are linked to the
performance of an ETF Efficiente Index will not have any claim against any of
the reference assets which comprise that ETF Efficiente Index.

(c) Lack of Operating History

Each ETF Efficiente Index is only recently established and therefore has no
history to evaluate its likely performance.  Any back-testing or similar
analysis performed by any person in respect of any ETF Efficiente Index must be
considered illustrative only and may be based on estimates or assumptions not
used by the Index Calculation Agent when calculating the Index Level of that
ETF Efficiente Index.

Past performance should not be considered indicative of future performance.

(d) Market Risks

The performance of an ETF Efficiente Index is dependent on the performance of
the 13 Constituents. As a consequence, investors in financial products the
return on which is linked to an ETF Efficiente Index should appreciate that
their investment is exposed to the performance of the Constituents.

(e) Momentum Investment Strategy

Each ETF Efficiente Index is constructed using what is generally known as a
momentum investment strategy.  Momentum investing generally seeks to capitalize
on positive trends in the price of assets. Even when the Closing Levels of the
Constituents are trending downwards, the ETF Efficiente Index will continue to
be comprised of the 13 Constituents.  Due to the "long-only" construction of
each ETF Efficiente Index in respect of all Constituents, the Weight of each
such Constituent will not fall below zero in respect of each Re-weighting Date
even if the relevant Constituent displayed a negative performance over the
relevant Performance Observation Periods.

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Furthermore, the results that may be obtained from investing in any security or
other investment or transaction linked to an ETF Efficiente Index may be
significantly different from the results that could theoretically be obtained
from investing in the Constituents. Such differences may arise for a number of
reasons including, but not limited to, the fees deducted from the Index Level.

 (f) Extraordinary Events

Following the occurrence of certain extraordinary events as described in
Section 10 of the Rules, with respect to an Constituent, the affected
Constituent may be replaced by a substitute Constituent.

(g) Index Calculation Agent Discretion

The Rules of each ETF Efficiente Index confer on the Index Calculation Agent
discretion in making certain determinations and calculations from time to time.
The exercise of such discretion in the making of calculations and
determinations may adversely affect the performance of an ETF Efficiente Index.
Without limitation to the generality of the foregoing, the Index Calculation
Agent has discretion in relation to the calculation of the Index Level in the
event of a Market Disruption Event.

(h) Potential Conflicts of Interest

Potential conflicts of interest may exist in the structure and operation of
each ETF Efficiente Index and in the course of the normal business activities
of JPMorgan or any of its affiliates or subsidiaries or their respective
directors, officers, employees, representatives, delegates or agents. Further
information is set out in the disclaimer below.

The foregoing list of risk factors is not intended to be exhaustive.  All
persons should seek such advice as they consider necessary from their
professional advisors, legal, tax or otherwise, without reliance on the Index
Calculation Agent or any of its affiliates or subsidiaries or any of their
respective directors, officers, employees, representatives, delegates or
agents.

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Notices, Disclaimers and Conflicts of Interest

These Rules have been prepared solely for informational purposes and nothing in
these Rules constitutes an offer to buy or sell any securities, participate in
any transaction or adopt any investment linked to an ETF Efficient Index or as
legal, tax, regulatory, financial or accounting advice. These Rules may change
at any time without prior notice.

Neither the Index Calculation Agent nor any of its affiliates or subsidiaries
or their respective directors, officers, employees, representatives, delegates
or agents (each a "Relevant Person") make any representation or warranty,
whatsoever, express or implied, as to the results that may be obtained through
the use of this document or any ETF Efficiente Index. Each Relevant Person
hereby expressly disclaims, to the fullest extent permitted by law, all
warranties of accuracy, completeness, merchantability, or fitness for a
particular purpose with respect to any information contained in this document
and no Relevant Person shall have any liability (direct or indirect, special,
punitive, consequential or otherwise) to any person even if notified of the
possibility of any such damages.

The Index Calculation Agent is under no obligation to continue the calculation,
publication and dissemination of any ETF Efficiente Index or the Index Level.

During the course of their normal business, the Index Calculation Agent or any
of the other Relevant Persons may (i) enter into or promote, offer or sell
transactions or investments (structured or otherwise) linked to any ETF
Efficiente Index and/or any of the Constituents and/or (ii) act as an
investment manager, investment advisor, administrator, custodian, prime broker
or other service provider to any of the Constituents. In addition, any Relevant
Person may have, or may have had, interests or positions, or may buy, sell or
otherwise trade positions in or relating to any ETF Efficiente Index or any of
the Constituents, or may invest or engage in transactions with other persons,
or on behalf of such persons relating to any of these items. Such activity may
or may not have an impact on the Index Level but all persons reading this
document should be aware that a conflict of interest could arise where anyone
is acting in more than one capacity, and such conflict may have an impact,
positive or negative on the Index Level. Neither the Index Calculation Agent
nor any other Relevant Person has any duty to consider the circumstances of any
person when participating in such transactions or to conduct themselves in a
manner that is favorable to anyone with exposure to any ETF Efficiente Index.

The Rules have been developed with the possibility of the Index Calculation
Agent or any of the other Relevant Persons entering into or promoting, offering
or selling transactions or investments (structured or otherwise) linked to any
ETF Efficiente Index and hedging such transactions or investments in any manner
that they see fit. Accordingly it should be assumed that these Rules have and
will be analyzed from this point of view.

As mentioned above, each ETF Efficiente Index is described as a notional basket
because there is no actual portfolio of assets to which any person is entitled
or in which any person has any ownership interest. Each ETF Efficiente Index
merely identifies certain reference assets, the performance of which will be
used as a reference point for calculating the Index Level.

No one may reproduce or disseminate the information contained in this document
or the Index Level of any ETF Efficiente Index without the prior written
consent of the Index Calculation Agent. This document is not intended for
distribution to, or use by any person in, a jurisdiction where such
distribution is prohibited by law or regulation.

The Rules shall be governed by and construed in accordance with the laws of New
York.

- 24 -

 

 
 

Index Disclaimers

Copyright JPMorgan Chase and Co. 2014. All rights reserved.

JPMorgan is the marketing name for JPMorgan Chase and Co. and its subsidiaries
and affiliates worldwide. J.P. Morgan Securities LLC is a member of NYSE and
SIPC. JPMorgan Chase Bank is a member of FDIC. J.P. Morgan Futures Inc. is a
member of the NFA. J.P. Morgan Securities plc and J.P. Morgan plc are
authorised by the FSA and members of the LSE. J.P. Morgan Europe Limited is
authorised by the FSA. J.P. Morgan Equities Limited is a member of the
Johannesburg Securities Exchange and is regulated by the FSB. J.P. Morgan
Securities (Asia Pacific) Limited and Jardine Fleming Securities Limited are
registered as investment advisers with the Securities and Futures Commission in
Hong Kong and their CE numbers are AAJ321 and AAB026 respectively. Jardine
Fleming Singapore Securities Pte Ltd is a member of Singapore Exchange
Securities Trading Limited and is regulated by the Monetary Authority of
Singapore ("MAS"). J.P. Morgan Securities Asia Private Limited is regulated by
the MAS and the Financial Supervisory Agency in Japan. J.P.Morgan Australia
Limited (ABN 52 002 888 011) is a licensed securities dealer.

- 25 -

 

 
 

SEC LEGEND
JPMorgan Chase and Co. ("J.P. Morgan") has filed a registration statement
(including a prospectus) with the Securities and Exchange Commission (the
"SEC") for any offerings to which these materials relate. Before you invest in
any offering of securities by J.P. Morgan, you should read the prospectus in
that registration statement, the prospectus supplement, as well as the
particular product supplement, the relevant term sheet or pricing supplement,
and any other documents that J.P. Morgan will file with the SEC relating to
such offering for more complete information about J.P. Morgan and the offering
of any securities. You may get these documents without cost by visiting EDGAR
on the SEC Website at www.sec.gov. Alternatively, J.P. Morgan, any agent, or
any dealer participating in the particular offering will arrange to send you
the prospectus and the prospectus supplement, as well as any product supplement
and term sheet or pricing supplement, if you so request by calling toll-free
(866) 535-9248.

Free Writing Prospectus filed pursuant to Rule 433: Registration Statement No.
333-177923

October 21, 2014

-26-