Term sheet
To prospectus dated November 14, 2011,
prospectus supplement dated November 14, 2011,
product supplement no. 4-I dated November 14, 2011 and
underlying supplement no. 1-I dated November 14, 2011
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Term Sheet to
Product Supplement No. 4-I
Registration Statement No. 333-177923
Dated March 12, 2014; Rule 433
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Structured
Investments
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$
Capped Autocallable Return Enhanced Notes Linked to the MSCI Europe Index due April 1, 2015
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The notes are designed for investors who seek early exit prior to maturity at a premium if, on any Review Date, the MSCI Europe Index is at or above the Call Level applicable to that Review Date. If the notes are not automatically called, investors may lose some or all of their principal. Investors in the notes should be willing to accept this risk of loss and be willing to forgo interest and dividend payments, in exchange for the opportunity to receive a premium payment if the notes are automatically called. Any payment on the notes is subject to the credit risk of JPMorgan Chase & Co.
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The first Review Date, and therefore the earliest date on which an automatic call may be initiated, is June 26, 2014.
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Unsecured and unsubordinated obligations of JPMorgan Chase & Co. maturing April 1, 2015†
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Minimum denominations of $10,000 and integral multiples of $1,000 in excess thereof
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The notes are expected to price on or about March 14, 2014 and are expected to settle on or about March 19, 2014.
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Index:
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The MSCI Europe Index (Bloomberg symbol: MXEU)
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Upside Leverage Factor:
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1.90
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Automatic Call:
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If the Index closing level on any Review Date is greater than or equal to the Call Level, the notes will be automatically called for a cash payment per $1,000 principal amount note based on the call premium.
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Call Level:
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104.50% of the Initial Index Level for each Review Date
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Payment if Called:
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For every $1,000 principal amount note, you will receive one payment of $1,000 plus a call premium amount of at least $85.50* (equal to the call premium of at least 8.55%* × $1,000) if automatically called on any of the Review Dates.
* The actual call premium amount and call premium will be determined on the pricing date but will not be less than $85.50 and 8.55%, respectively.
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Payment at Maturity:
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If the notes have not been automatically called and the Ending Index Level is greater than the Initial Index Level, you will receive at maturity a cash payment that provides you with a return per $1,000 principal amount note equal to the Index Return multiplied by 1.90, subject to a Maximum Return on the notes. Accordingly, if the Index Return is positive, your payment at maturity per $1,000 principal amount note will be calculated as follows:
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$1,000 + ($1,000 × Index Return × 1.90), subject to the Maximum Return
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If the notes have not been automatically called and the Ending Index Level is equal to the Initial Index Level, you will receive at maturity a cash payment of $1,000 per $1,000 principal amount note.
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If the notes have not been automatically called, your investment will be fully exposed to any decline in the Index. If the notes have not been automatically called and the Ending Index Level is less than the Initial Index Level, you will lose 1% of the principal amount of your notes for every 1% that the Ending Index Level is less than the Initial Index Level. Under these circumstances, your payment at maturity per $1,000 principal amount note will be calculated as follows:
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$1,000 + ($1,000 × Index Return)
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If the notes have not been automatically called, you will lose some or all of your principal amount at maturity if the Ending Index Level is less than the Initial Index Level.
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Maximum Return:
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At least 8.55%. For example, assuming the Maximum Return is 8.55%, if the Index Return is equal to or greater than 4.50%, you will receive the Maximum Return of 8.55%, which entitles you to a maximum payment at maturity of $1,085.50 per $1,000 principal amount note that you hold. The actual Maximum Return will be provided in the pricing supplement and will not be less than 8.55%. Accordingly, the actual maximum payment at maturity per $1,000 principal amount note will not be less than of $1,085.50.
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Index Return:
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(Ending Index Level – Initial Index Level)
Initial Index Level
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Initial Index Level:
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The Index closing level on the pricing date
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Ending Index Level:
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The arithmetic average of the Index closing levels on the Ending Averaging Dates
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Original Issue Date (Settlement Date):
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On or about March 19, 2014
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Ending Averaging Dates†:
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March 23, 2015, March 24, 2015, March 25, 2015, March 26, 2015 and March 27, 2015
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Review Dates†:
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June 26, 2014 (first Review Date), September 25, 2014 (second Review Date) and December 26, 2014 (final Review Date)
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Call Settlement Dates†:
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July 1, 2014 (first Call Settlement Date), September 30, 2014 (second Call Settlement Date) and December 31, 2014 (final Call Settlement Date), each of which is the third business day after the applicable Review Date specified above
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Maturity Date†:
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April 1, 2015
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CUSIP:
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48127DBR8
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†
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Subject to postponement in the event of a market disruption event and as described under “Description of Notes — Postponement of a Determination Date — A. Notes Linked to a Single Component” and “Description of Notes — Payment at Maturity” in the accompanying product supplement no. 4-I
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Price to Public (1)
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Fees and Commissions (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)
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See “Supplemental Use of Proceeds” in this term sheet for information about the components of the price to public of the notes.
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(2)
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J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Chase & Co., will pay all of the selling commissions it receives from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $10.00 per $1,000 principal amount note. See “Plan of Distribution (Conflicts of Interest)” beginning on page PS-77 of the accompanying product supplement no. 4-I.
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Product supplement no. 4-I dated November 14, 2011:
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Underlying supplement no. 1-I dated November 14, 2011:
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Prospectus supplement dated November 14, 2011:
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Prospectus dated November 14, 2011:
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JPMorgan Structured Investments —
Capped Autocallable Return Enhanced Notes Linked to the MSCI Europe Index
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TS-1
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Automatic Call
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No Automatic Call
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Index
Closing Level
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Index Level
Appreciation/
Depreciation at Review Date
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Total
Return at
First Call
Settlement Date
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Total
Return at
Second Call
Settlement Date
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Total
Return at
Final Call
Settlement Date
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Index Return
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Total
Return
at Maturity
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207.000
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80.00%
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8.55%
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8.55%
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8.55%
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80.00%
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8.55%
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195.500
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70.00%
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8.55%
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8.55%
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8.55%
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70.00%
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8.55%
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184.000
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60.00%
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8.55%
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8.55%
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8.55%
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60.00%
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8.55%
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172.500
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50.00%
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8.55%
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8.55%
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8.55%
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50.00%
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8.55%
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161.000
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40.00%
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8.55%
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8.55%
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8.55%
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40.00%
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8.55%
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149.500
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30.00%
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8.55%
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8.55%
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8.55%
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30.00%
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8.55%
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138.000
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20.00%
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8.55%
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8.55%
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8.55%
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20.00%
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8.55%
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126.500
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10.00%
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8.55%
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8.55%
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8.55%
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10.00%
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8.55%
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120.750
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5.00%
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8.55%
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8.55%
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8.55%
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5.00%
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8.55%
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120.175
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4.50%
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8.55%
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8.55%
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8.55%
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4.50%
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8.55%
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117.875
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2.50%
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N/A
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N/A
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N/A
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2.50%
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4.75%
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115.000
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0.00%
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N/A
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N/A
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N/A
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0.00%
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0.00%
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109.250
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-5.00%
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N/A
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N/A
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N/A
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-5.00%
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-5.00%
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103.500
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-10.00%
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N/A
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N/A
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N/A
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-10.00%
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-10.00%
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92.000
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-20.00%
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N/A
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N/A
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N/A
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-20.00%
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-20.00%
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80.500
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-30.00%
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N/A
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N/A
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N/A
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-30.00%
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-30.00%
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69.000
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-40.00%
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N/A
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N/A
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N/A
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-40.00%
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-40.00%
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57.500
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-50.00%
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N/A
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N/A
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N/A
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-50.00%
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-50.00%
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46.000
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-60.00%
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N/A
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N/A
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N/A
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-60.00%
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-60.00%
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34.500
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-70.00%
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N/A
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N/A
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N/A
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-70.00%
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-70.00%
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23.000
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-80.00%
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N/A
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N/A
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N/A
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-80.00%
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-80.00%
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11.500
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-90.00%
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N/A
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N/A
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N/A
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-90.00%
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-90.00%
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0.000
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-100.00%
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N/A
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N/A
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N/A
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-100.00%
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-100.00%
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JPMorgan Structured Investments —
Capped Autocallable Return Enhanced Notes Linked to the MSCI Europe Index
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TS-2
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CAPPED APPRECIATION POTENTIAL — If the Index closing level is greater than or equal to the Call Level on any Review Date, your investment will yield a payment per $1,000 principal amount note of $1,000 plus a call premium amount of at least $85.50* (equal to a call premium of at least 8.55%* × $1,000). In addition, if the notes have not been automatically called, the notes provide the opportunity to enhance equity returns by multiplying a positive Index Return by 1.90, up to the Maximum Return of at least 8.55%, for a maximum payment at maturity of at least $1,085.50 per $1,000 principal amount note. The Maximum Return will be provided in the pricing supplement and will not be less than 8.55%, and accordingly, the maximum payment at maturity will not be less than $1,085.50 per $1,000 principal amount note. Because the notes are our unsecured and unsubordinated obligations, payment of any amount on the notes is subject to our ability to pay our obligations as they become due.
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POTENTIAL EARLY EXIT WITH APPRECIATION AS A RESULT OF AUTOMATIC CALL FEATURE — While the original term of the notes is just over one year, the notes will be called before maturity if the Index closing level is at or above the relevant Call Level on the applicable Review Date and you will be entitled to the applicable payment corresponding to such Review Date set forth on the cover of this term sheet.
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RETURNS LINKED TO THE MSCI EUROPE INDEX — The return on the notes is linked to the MSCI Europe Index. The MSCI Europe Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of the developed markets in Europe. As of February 10, 2014, the MSCI Europe Index consists of the following 15 developed market country indices: Austria, Belgium, Denmark, Finland, France, Germany, Ireland, Italy, the Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and the United Kingdom. For additional information about the MSCI Europe Index, see the information set forth under “Equity Index Descriptions — The MSCI Indices” in the accompanying underlying supplement no. 1-I.
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CAPITAL GAINS TAX TREATMENT — You should review carefully the section entitled “Material U.S. Federal Income Tax Consequences” in the accompanying product supplement no. 4-I. The following discussion, when read in combination with that section, constitutes the full opinion of our special tax counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal income tax consequences of owning and disposing of notes.
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JPMorgan Structured Investments —
Capped Autocallable Return Enhanced Notes Linked to the MSCI Europe Index
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TS-3
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YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS — The notes do not guarantee any return of principal at maturity. The return on the notes at maturity is linked to the performance of the Index and will depend on whether, and the extent to which, the Index Return is positive or negative. If the notes have not been automatically called, your investment will be exposed to loss if the Ending Index Level is less than the Initial Index Level. Under these circumstances, for every 1% that the Ending Index Level is less than the Initial Index Level, you will lose an amount equal to 1% of the principal amount of your notes. Accordingly, you could lose some or all of your principal amount at maturity.
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CREDIT RISK OF JPMORGAN CHASE & CO. — The notes are subject to the credit risk of JPMorgan Chase & Co., and our credit ratings and credit spreads may adversely affect the market value of the notes. Investors are dependent on JPMorgan Chase & Co.’s ability to pay all amounts due on the notes. Any actual or potential change in our creditworthiness or credit spreads, as determined by the market for taking our credit risk is likely to adversely affect the value of the notes. If we were to default on our payment obligations, you may not receive any amounts owed to you under the notes and you could lose your entire investment.
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POTENTIAL CONFLICTS — We and our affiliates play a variety of roles in connection with the issuance of the notes, including acting as calculation agent and as an agent of the offering of the notes, hedging our obligations under the notes and making the assumptions used to determine the pricing of the notes and the estimated value of the notes when the terms of the notes are set, which we refer to as JPMS’s estimated value. In performing these duties, our economic interests and the economic interests of the calculation agent and other affiliates of ours are potentially adverse to your interests as an investor in the notes. In addition, our business activities, including hedging and trading activities, could cause our economic interests to be adverse to yours and could adversely affect any payment on the notes and the value of the notes. It is possible that hedging or trading activities of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliates while the value of your notes declines. Please refer to “Risk Factors — Risks Relating to the Notes Generally” in the accompanying product supplement no. 4-I for additional information about these risks.
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LIMITED RETURN ON THE NOTES IF THE NOTES ARE AUTOMATICALLY CALLED — If the notes are automatically called, your potential gain on the notes will be limited to the call premium applicable for a Review Date, as set forth on the cover of this term sheet, regardless of the appreciation in the Index, which may be significant. Because the Index closing level at various times during the term of the notes could be higher than on the Review Dates, you may receive a lower return from an investment in the notes than you would have if you had invested directly in the Index.
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IF THE NOTES ARE NOT CALLED EARLY, YOUR MAXIMUM GAIN IS LIMITED TO THE MAXIMUM RETURN — If the notes have not been automatically called and the Ending Index Level is greater than the Initial Index Level, for each $1,000 principal amount note, you will receive at maturity $1,000 plus an additional return that will not exceed a predetermined percentage of the principal amount, regardless of the appreciation in the Index, which may be significant. We refer to this predetermined percentage as the Maximum Return, which will be provided in the pricing supplement and will not be less than 8.55%.
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REINVESTMENT RISK — If your notes are automatically called early, the term of the notes may be reduced to as short as approximately three months. There is no guarantee that you would be able to reinvest the proceeds from an investment in the notes at a comparable return for a similar level of risk in the event the notes are automatically called prior to the maturity date.
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POTENTIAL FOR EARLY EXIT AND A CALL PREMIUM OF AT LEAST 8.55% ON ANY REVIEW DATE REQUIRES THE INDEX TO APPRECIATE BY AT LEAST 4.50% — The Call Level for each of the Review Dates is set at 104.50% of the Initial Index Level. Accordingly, the Index must have appreciated by at least 4.50% from the Initial Index Level on any Review Date in order for you to receive the call premium on any Call Settlement Date.
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JPMS’S ESTIMATED VALUE OF THE NOTES WILL BE LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF THE NOTES — JPMS’s estimated value is only an estimate using several factors. The original issue price of the notes will exceed JPMS’s estimated value because costs associated with selling, structuring and hedging the notes are included in the original issue price of the notes. These costs include the selling commissions, the projected profits, if any, that our affiliates expect to realize for assuming risks inherent in hedging
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JPMorgan Structured Investments —
Capped Autocallable Return Enhanced Notes Linked to the MSCI Europe Index
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TS-4
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JPMS’S ESTIMATED VALUE DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER FROM OTHERS’ ESTIMATES — JPMS’s estimated value of the notes is determined by reference to JPMS’s internal pricing models when the terms of the notes are set. This estimated value is based on market conditions and other relevant factors existing at that time and JPMS’s assumptions about market parameters, which can include volatility, dividend rates, interest rates and other factors. Different pricing models and assumptions could provide valuations for notes that are greater than or less than JPMS’s estimated value. In addition, market conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect. On future dates, the value of the notes could change significantly based on, among other things, changes in market conditions, our creditworthiness, interest rate movements and other relevant factors, which may impact the price, if any, at which JPMS would be willing to buy notes from you in secondary market transactions. See “JPMS’s Estimated Value of the Notes” in this term sheet.
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JPMS’S ESTIMATED VALUE IS NOT DETERMINED BY REFERENCE TO CREDIT SPREADS FOR OUR CONVENTIONAL FIXED-RATE DEBT — The internal funding rate used in the determination of JPMS’s estimated value generally represents a discount from the credit spreads for our conventional fixed-rate debt. The discount is based on, among other things, our view of the funding value of the notes as well as the higher issuance, operational and ongoing liability management costs of the notes in comparison to those costs for our conventional fixed-rate debt. If JPMS were to use the interest rate implied by our conventional fixed-rate credit spreads, we would expect the economic terms of the notes to be more favorable to you. Consequently, our use of an internal funding rate would have an adverse effect on the terms of the notes and any secondary market prices of the notes. See “JPMS’s Estimated Value of the Notes” in this term sheet.
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THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT STATEMENTS) MAY BE HIGHER THAN JPMS’S THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME PERIOD — We generally expect that some of the costs included in the original issue price of the notes will be partially paid back to you in connection with any repurchases of your notes by JPMS in an amount that will decline to zero over an initial predetermined period. These costs can include projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our secondary market credit spreads for structured debt issuances. See “Secondary Market Prices of the Notes” in this term sheet for additional information relating to this initial period. Accordingly, the estimated value of your notes during this initial period may be lower than the value of the notes as published by JPMS (and which may be shown on your customer account statements).
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SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE NOTES — Any secondary market prices of the notes will likely be lower than the original issue price of the notes because, among other things, secondary market prices take into account our secondary market credit spreads for structured debt issuances and, also, because secondary market prices (a) exclude selling commissions and (b) may exclude projected hedging profits, if any, and estimated hedging costs that are included in the original issue price of the notes. As a result, the price, if any, at which JPMS will be willing to buy notes from you in secondary market transactions, if at all, is likely to be lower than the original issue price. Any sale by you prior to the maturity date could result in a substantial loss to you. See the immediately following risk consideration for information about additional factors that will impact any secondary market prices of the notes.
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SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS — The secondary market price of the notes during their term will be impacted by a number of economic and market factors, which may either offset or magnify each other, aside from the selling commissions, projected hedging profits, if any, estimated hedging costs and the level of the Index, including:
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any actual or potential change in our creditworthiness or credit spreads;
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customary bid-ask spreads for similarly sized trades;
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secondary market credit spreads for structured debt issuances;
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the actual and expected volatility of the Index;
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the time to maturity of the notes;
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the dividend rates on the equity securities underlying the Index;
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interest and yield rates in the market generally;
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the exchange rates and the volatility of the exchange rates between the U.S. dollar and each of the currencies in which the equity securities included in the Index trade and the correlation among those rates and the levels of the Index; and
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a variety of other economic, financial, political, regulatory and judicial events.
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NO INTEREST OR DIVIDEND PAYMENTS OR VOTING RIGHTS — As a holder of the notes, you will not receive interest payments, and you will not have voting rights or rights to receive cash dividends or other distributions or other rights that holders of securities composing the MSCI Europe Index would have.
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JPMorgan Structured Investments —
Capped Autocallable Return Enhanced Notes Linked to the MSCI Europe Index
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TS-5
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NON-U.S. SECURITIES RISK — The equity securities that compose the Index have been issued by non-U.S. companies. Investments in securities linked to the value of such non-U.S. equity securities involve risks associated with the securities markets in those countries, including risks of volatility in those markets, governmental intervention in those markets and cross shareholdings in companies in certain countries. Also, there is generally less publicly available information about companies in some of these jurisdictions than about U.S. companies that are subject to the reporting requirements of the SEC.
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NO DIRECT EXPOSURE TO FLUCTUATIONS IN FOREIGN EXCHANGE RATES — The value of your notes will not be adjusted for exchange rate fluctuations between the U.S. dollar and the currencies upon which the equity securities underlying the Index are based, although any currency fluctuations could affect the performance of the Index. Therefore, if the applicable currencies appreciate or depreciate relative to the U.S. dollar over the term of the notes, you will not receive any additional payment or incur any reduction in your payment at maturity.
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LACK OF LIQUIDITY — The notes will not be listed on any securities exchange. JPMS intends to offer to purchase the notes in the secondary market but is not required to do so. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the notes easily. Because other dealers are not likely to make a secondary market for the notes, the price at which you may be able to trade your notes is likely to depend on the price, if any, at which JPMS is willing to buy the notes.
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THE FINAL TERMS AND VALUATION OF THE NOTES WILL BE PROVIDED IN THE PRICING SUPPLEMENT — The final terms of the notes will be based on relevant market conditions when the terms of the notes are set and will be provided in the pricing supplement. In particular, each of JPMS’s estimated value, the call premium and the Maximum Return will be provided in the pricing supplement and each may be as low as the applicable minimum set forth on the cover of this term sheet. Accordingly, you should consider your potential investment in the notes based on the minimums for JPMS’s estimated value, the call premium and the Maximum Return.
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JPMorgan Structured Investments —
Capped Autocallable Return Enhanced Notes Linked to the MSCI Europe Index
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TS-6
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JPMorgan Structured Investments —
Capped Autocallable Return Enhanced Notes Linked to the MSCI Europe Index
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TS-7
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JPMorgan Structured Investments —
Capped Autocallable Return Enhanced Notes Linked to the MSCI Europe Index
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TS-8
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(OB2LG MB#X?ZYH&J:=XST70FM+W5X/#MC=V=G;ZUIVH:E=13/'#X&\6:EX>LO"=_?:5<>(CHNGWSZMK%GI.IVNJKIU@ M=0N6A\/BYN+.%)+D&_E2)I%B*NXEC`_`YSXW?!GQ5\5=4^'-QH_BC0?#-E\- MO&>D^.-.AO-"O]7N=2U+20/(LKMXM8M$M[`_O`3&K2$,.1M^8`Z3Q_X0^*WC M3P]-X8L/&'A3PE::E+:PZWJ.G:#K%]JL^CBXB?4],TYY]<@CT][VT66V:Y99 MV1)W**&(90/P/99K>&>WEM)XDEMYH9+>:%QF-X94, [DDA -E*2(KJ`6]`TSXY:-80Z7JWB3X=^+)+6-8(_$ MMQHFN^'=2O%7A;G4]%L-0N[-KPK@N;6XM8F;)6.,'``V^17L_A'.WQ)\._%7 MQ!XNU#5O$^@Z/X@T%;""T73_``Q%I.O+9,;32=(^U3/I[PW-FLKW 7-R7 MV2RB.*%(3;RL&WR&:M\'H[7XDR_%SP'JT?A7QEJ6E1:'XLM+JP.I>&?&NE6I M1K`:U817-M/9ZQ:&*);?4[.X218U\J:*XC.R@#1\7^%?B%XVT"_\+3>)-%\& M:;K%K+IVLZKX;M+S4_$+Z9=(8;ZVT6XU1H+71;JXMGEB%W);W[0B0M&GF!70 M`Y@_"#Q-X1?X,^'O@WXPL_AW\-?AY=WB^+_"4FAPZU/XUTF=["5+9M2N7$EI :?2/'JYFN]V\RZP;GYGMT1C\`V_NGT'0!_]D_ ` end