8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 4, 2018

Commission File Number of issuing entity: 333-218098-01

Central Index Key Number of issuing entity: 0001174821

CHASE ISSUANCE TRUST

(Issuing Entity of the Notes)

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

Chase Issuance Trust

c/o Chase Card Funding LLC

201 North Walnut Street

Wilmington, Delaware 19801

(Address of principal executive offices)

Commission File Number of depositor: 333-218098

Central Index Key Number of depositor: 0001658982

CHASE CARD FUNDING LLC

(Exact name of depositor as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

Chase Card Funding LLC

201 North Walnut Street

Wilmington, Delaware 19801

(Address of principal executive offices)

(302) 282-6545

(Telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Central Index Key Number of sponsor: 0000869090

CHASE BANK USA, NATIONAL ASSOCIATION

(Exact name of sponsor as specified in its charter)

United States

(State or other jurisdiction of incorporation or organization)

Chase Bank USA, National Association

201 North Walnut Street

Wilmington, Delaware 19801

(Address of principal executive offices)

N.A.

(I.R.S. Employer Identification No. of the issuing entity)

N.A.

(I.R.S. Employer Identification No. of the depositor)

22-2382028

(I.R.S. Employer Identification No. of the sponsor)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Section 8 – Other Events

Item 8.01 Other Events

Chase Issuance Trust, a Delaware statutory trust (the “Issuing Entity”), entered into the Class A(2018-1) Terms Agreement, dated May 4, 2018, pursuant to the Underwriting Agreement, dated May 1, 2018 (the “Underwriting Agreement”), among the Issuing Entity, Chase Card Funding LLC, a Delaware limited liability company (“Chase Card Funding”), as depositor, transferor and beneficiary of the Issuing Entity, Chase Bank USA, National Association, a national banking association, as sponsor, servicer and administrator of the Issuing Entity, and J.P. Morgan Securities LLC, as an underwriter and as representative of the underwriters named in the Class A(2018-1) Terms Agreement.

The Underwriting Agreement was included as Exhibit 1.1(a) to the Form 8-K filed with the Securities and Exchange Commission on May 1, 2018 and is incorporated herein by reference.

On May 4, 2018, Skadden, Arps, Slate, Meagher & Flom LLP delivered its tax opinion with respect to the issuance and sale of $1,400,000,000 of Class A(2018-1) CHASEseries Notes (the “Class A(2018-1) Notes”) to be issued by the Issuing Entity on May 10, 2018 (the “Closing Date”).

In connection with the issuance of the Class A(2018-1) Notes, the chief executive officer of Chase Card Funding has delivered a Depositor Certification for Shelf Offerings of Asset-Backed Securities, dated as of May 4, 2018.

On the Closing Date, the Class A(2018-1) Terms Document will be entered into by the Issuing Entity and Wells Fargo Bank, National Association, as indenture trustee and collateral agent.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statement and Exhibits.

The following exhibits are filed as a part of this report:

(1.1)	Class A(2018-1) Terms Agreement, dated May  4, 2018, among Chase Issuance Trust, Chase Card Funding LLC, Chase Bank USA, National Association and J.P. Morgan Securities LLC.
(4.1)	Unexecuted copy of the Class A(2018-1) Terms Document, between Chase Issuance Trust and Wells Fargo Bank, National Association.
(8.1)	Tax Opinion of Skadden, Arps, Slate, Meagher & Flom LLP, dated May 4, 2018.
(36.1)	Depositor Certification for Shelf Offerings of Asset-Backed Securities, dated May 4, 2018, with respect to the Class A(2018-1) Notes.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CHASE CARD FUNDING LLC
as Depositor of the Chase Issuance Trust
By:	/s/ Eve Ngan
	Name: Eve Ngan
	Title:   Chief Executive Officer

Date: May 4, 2018

EX-1.1

Exhibit 1.1

CHASE ISSUANCE TRUST

CHASESERIES

CLASS A(2018-1) NOTES

TERMS AGREEMENT

Dated: May 4, 2018

To: CHASE BANK USA, NATIONAL ASSOCIATION (the “Bank”)

Re: Underwriting Agreement dated May 1, 2018 (the “Underwriting Agreement”)

Series Designation: CHASEseries

Underwriters:

The Underwriters named on Schedule I attached hereto are the “Underwriters” for the purpose of this Terms Agreement (this “Agreement”) and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein in its entirety and made a part hereof.

Terms of the Class A(2018-1) Notes:

Initial Principal Amount	Interest Rate or Formula	Price to Public
$1,400,000,000	One-month LIBOR plus 0.20% per annum		100.00000	%

Interest Payment Dates: The 15th of each calendar month or if that day is not a Business Day, as defined in the Indenture, the next succeeding Business Day, commencing June 15, 2018.

Indenture: The Fourth Amended and Restated Indenture, dated as of January 20, 2016, as amended, between Chase Issuance Trust, as Issuing Entity, and Wells Fargo Bank, National Association, as Indenture Trustee, and acknowledged and accepted by the Bank, as Servicer.

Asset Pool One Supplement: The Third Amended and Restated Asset Pool One Supplement, dated as of January 20, 2016, as amended, between Chase Issuance Trust, as Issuing Entity, and Wells Fargo Bank, National Association, as Indenture Trustee and Collateral Agent, and acknowledged and accepted by the Bank, as Servicer and Administrator.

Indenture Supplement: The Second Amended and Restated CHASEseries Indenture Supplement, dated as of January 20, 2016, between Chase Issuance Trust, as Issuing Entity, and Wells Fargo Bank, National Association, as Indenture Trustee and Collateral Agent.

Terms Document: The Class A(2018-1) Terms Document, to be dated as of May 10, 2018, between Chase Issuance Trust, as Issuing Entity, and Wells Fargo Bank, National Association, as Indenture Trustee and Collateral Agent.

Transfer and Servicing Agreement: The Fourth Amended and Restated Transfer and Servicing Agreement, dated as of January 20, 2016, as amended, among Chase Card Funding LLC, as Transferor, the Bank, as Servicer, Chase Issuance Trust, as Issuing Entity, and Wells Fargo Bank, National Association, as Indenture Trustee and Collateral Agent.

Receivables Purchase Agreement: The Receivables Purchase Agreement, dated as of January 20, 2016, between Chase Card Funding LLC and the Bank.

Purchase Price: The purchase price payable by the Underwriters for the Notes covered by this Agreement will be the following percentage of the principal amounts to be issued:

Per Class A(2018-1) Notes: 99.77500%

Registration Statements: 333-218098 and 333-218098-01

Preliminary Prospectus: Prospectus, subject to completion, dated May 1, 2018.

Underwriting Discounts and Commissions, Selling Concessions and Reallowance:

The Underwriters’ discounts and commissions, the selling concessions that the Underwriters may allow to certain dealers, and the discounts that such dealers may reallow to certain other dealers, each expressed as a percentage of the principal amount of the Class A(2018-1) Notes, shall be as follows:

Underwriting Discounts and Commissions	Selling Concessions			Reallowance
0.22500%		0.13500	%		0.06750	%

Underwriters’ Information: The information furnished by the Underwriters through the Representative for purposes of subsection 9(a) of the Underwriting Agreement consists of the chart and the second, third and eleventh paragraphs under the heading “Underwriting” in the Prospectus.

Most Recent Quarterly Filing Date: May 1, 2018.

Closing Date: Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended, the Underwriters, the Bank, the Depositor and the Issuing Entity hereby agree that the Closing Date shall be May 10, 2018 at 10:30 a.m., New York Time.

Time of Sale: 11:45 a.m. (New York Time) on May 4, 2018.

Location of Closing: Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036.

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Underwriters’ Foreign Jurisdiction Distributions:

Pursuant to subsection 15(c) of the Underwriting Agreement, each Underwriter agrees to provide the Issuing Entity, after the Closing Date, with a list of any foreign jurisdictions to which that Underwriter delivered a written confirmation in connection with its sale of Notes (it being expressly understood, for the avoidance of doubt, that this provision relates only to the initial distribution of the Notes, and not to secondary market sales).

Payment for the Notes:

The Underwriters agree, severally and not jointly, subject to the terms and provisions of the above referenced Underwriting Agreement which is incorporated herein in its entirety and made a part hereof, to purchase the respective principal amounts of the above referenced Series of Notes set forth opposite their names on Schedule I hereto.

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J.P. MORGAN SECURITIES LLC

As Representative of the

Underwriters named in

Schedule I hereto

By:	/s/ Alexander Wiener
	Name: Alexander Wiener
	Title:   Executive Director

Accepted:

CHASE BANK USA, NATIONAL ASSOCIATION

By:	/s/ Douglas S. Arrigo
	Name:	Douglas S. Arrigo
	Title:	Managing Director

CHASE CARD FUNDING LLC

By:	/s/ Eve Ngan
	Name: Eve Ngan
	Title:   Chief Executive Officer

CHASE ISSUANCE TRUST

By:	CHASE BANK USA, NATIONAL ASSOCIATION as Administrator
By:	/s/ Douglas S. Arrigo
	Name: Douglas S. Arrigo
	Title:   Managing Director

Chase Issuance Trust

CHASEseries Class A(2018-1) Terms Agreement

SCHEDULE I

UNDERWRITERS

$1,400,000,000 Principal Amount of CHASEseries Class A(2018-1) Notes

	Principal Amount
J.P. Morgan Securities LLC	$	350,000,000
Barclays Capital Inc.	$	350,000,000
RBC Capital Markets, LLC	$	350,000,000
Wells Fargo Securities, LLC	$	350,000,000
Total	$	1,400,000,000

Annex I

TIME OF SALE INFORMATION

• Preliminary Prospectus, dated as of May 1, 2018.

ANNEX II

ISSUER FREE WRITING PROSPECTUSES

• Ratings FWP, dated May 3, 2018.

• Pricing FWP, dated May 4, 2018.

EX-4.1

Exhibit 4.1

CHASE ISSUANCE TRUST

as Issuing Entity

CLASS A(2018-1) TERMS DOCUMENT

dated as of May 10, 2018

to

SECOND AMENDED AND RESTATED

CHASESERIES INDENTURE SUPPLEMENT

dated as of January 20, 2016

to

FOURTH AMENDED AND RESTATED

INDENTURE

dated as of January 20, 2016

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Indenture Trustee and Collateral Agent

TABLE OF CONTENTS

		PAGE
ARTICLE I
Definitions and Other Provisions of General Application
Section 1.01	Definitions		1
Section 1.02	Governing Law		4
Section 1.03	Counterparts		4
Section 1.04	Ratification of Indenture and Indenture Supplement		4
ARTICLE II The Class A(2018-1) Notes
Section 2.01	Creation and Designation		5
Section 2.02	Specification of Required Subordinated Amount and Other Terms		5
Section 2.03	Interest Payment		5
Section 2.04	Calculation Agent; Determination of LIBOR		6
Section 2.05	Payments of Interest and Principal		7
Section 2.06	Form of Delivery of Class A(2018-1) Notes; Depository; Denominations		7
Section 2.07	Delivery and Payment for the Class A(2018-1) Notes		7
Section 2.08	Supplemental Indenture		7
Section 2.09	No Ratings Confirmation Required for Class A(2018-1) Notes		8

THIS CLASS A(2018-1) TERMS DOCUMENT (this “Terms Document”), among the CHASE ISSUANCE TRUST, a statutory trust created under the laws of the State of Delaware (the “Issuing Entity”), having its principal office at c/o Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware 19890-1600, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as indenture trustee (the “Indenture Trustee”) and as collateral agent (the “Collateral Agent”), is made and entered into as of May 10, 2018.

Pursuant to this Terms Document, the Issuing Entity and the Indenture Trustee shall create a new Tranche of CHASEseries Class A Notes and shall specify the principal terms thereof.

ARTICLE I

Definitions and Other Provisions of General Application

Section 1.01 Definitions. For all purposes of this Terms Document, except as otherwise expressly provided or unless the context otherwise requires:

(1) the terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular;

(2) all other terms used herein which are defined in the Indenture Supplement, the Indenture or the Asset Pool Supplement, either directly or by reference therein, have the meanings assigned to them therein;

(3) as used in this Terms Document and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in this Terms Document or in any such certificate or other document, and accounting terms partly defined in this Terms Document or in any such certificate or other document to the extent not defined, shall have the respective meanings given to them under GAAP. To the extent that the definitions of accounting terms in this Terms Document or in any such certificate or other document are inconsistent with the meanings of such terms under GAAP, the definitions contained in this Terms Document or in any such certificate or other document shall control;

(4) the words “hereof,” “herein,” “hereunder” and words of similar import when used in this Terms Document shall refer to this Terms Document as a whole and not to any particular provision of this Terms Document; references to any subsection, Section, clause, Schedule or Exhibit are references to subsections, Sections, clauses, Schedules and Exhibits in or to this Terms Document unless otherwise specified; the term “including” means “including without limitation”; references to any law or regulation refer to that law or regulation as amended from time to time and include any successor law or regulation; references to any Person include that Person’s successors and assigns; and references to any agreement refer to such agreement, as amended, supplemented or otherwise modified from time to time;

(5) in the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Indenture Supplement, the

Indenture or the Asset Pool Supplement, the terms and provisions of this Terms Document shall be controlling; and

(6) each capitalized term defined herein shall relate only to the Class A(2018-1) Notes and no other Tranche of CHASE series Notes issued by the Issuing Entity.

“Asset Pool Supplement” means the Third Amended and Restated Asset Pool One Supplement to the Indenture, dated as of January 20, 2016, as amended, by and among the Issuing Entity, the Indenture Trustee and the Collateral Agent.

“Beneficiary” means Chase Card Funding LLC, in its capacity as beneficial owner of the Issuing Entity.

“Calculation Agent” is defined in Section 2.04(a).

“Class A(2018-1) Adverse Event” means the occurrence of any of the following: (a) an Early Amortization Event with respect to the Class A(2018-1) Notes, (b) an Event of Default and acceleration of the Class A(2018-1) Notes, (c) the Class A Usage of the Class B Required Subordinated Amount for the Class A(2018-1) Notes becomes greater than zero or (d) the Class A Usage of the Class C Required Subordinated Amount for the Class A(2018-1) Notes becomes greater than zero.

“Class A(2018-1) Note” means any Note, substantially in the form set forth in Exhibit A-1 to the Indenture Supplement, designated therein as a Class A(2018-1) Note and duly executed and authenticated in accordance with the Indenture.

“Class A(2018-1) Noteholder” means a Person in whose name a Class A(2018-1) Note is registered in the Note Register.

“Class A(2018-1) Termination Date” means the earliest to occur of (a) the Principal Payment Date on which the Outstanding Dollar Principal Amount of the Class A(2018-1) Notes is paid in full, (b) the Legal Maturity Date and (c) the date on which the Indenture is discharged and satisfied pursuant to Article V thereof.

“Class A Required Subordinated Amount of Class B Notes” is defined in Section 2.02(a).

“Class A Required Subordinated Amount of Class C Notes” is defined in Section 2.02(b).

“Controlled Accumulation Amount” means $116,666,666.67; provided, however, if the Accumulation Period Length is determined to be less than twelve months pursuant to Section 3.12(b)(ii) of the Indenture Supplement, the Controlled Accumulation Amount for any Note Transfer Date with respect to the Class A(2018-1) Notes will be the amount specified in the definition of “Controlled Accumulation Amount” in the Indenture Supplement.

“Indenture” means the Fourth Amended and Restated Indenture, dated as of January 20, 2016, as amended, between the Issuing Entity and the Indenture Trustee.

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“Indenture Supplement” means the Second Amended and Restated CHASEseries Indenture Supplement, dated as of January 20, 2016, among the Issuing Entity, the Indenture Trustee and the Collateral Agent.

“Initial Dollar Principal Amount” means $1,400,000,000.

“Interest Payment Date” means June 15, 2018 and the 15th day of each month thereafter, or if such 15th day is not a Business Day, the next succeeding Business Day.

“Interest Period” means, with respect to any Interest Payment Date, the period from and including the previous Interest Payment Date (or in the case of the initial Interest Payment Date, from and including the Issuance Date) to but excluding such Interest Payment Date.

“Issuance Date” means May 10, 2018.

“Legal Maturity Date” means April 17, 2023.

“LIBOR” means, for any Interest Period, the London interbank offered rate for one-month United States dollar deposits determined by the Calculation Agent on the LIBOR Determination Date for each Interest Period in accordance with the provisions of Section 2.04.

“LIBOR Determination Date” means (1) May 8, 2018 for the period from and including the Issuance Date through but excluding the initial Interest Payment Date and (2) for each Interest Period thereafter, the second London Business Day prior to the commencement of such Interest Period.

“London Business Day” means any Business Day on which dealings in deposits in United States Dollars are transacted in the London interbank market.

“Note Interest Rate” means a rate per annum equal to 0.20% in excess of LIBOR, as determined by the Calculation Agent on the related LIBOR Determination Date with respect to each Interest Period.

“Paying Agent” means Wells Fargo Bank, National Association.

“Predecessor Note” means, with respect to any particular Note, every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purpose of this definition, any Note authenticated and delivered under Section 3.06 of the Indenture in lieu of a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note.

“Record Date” means, for any Note Transfer Date, the last Business Day of the preceding Monthly Period.

“Reference Banks” means four major banks in the London interbank market selected by the Beneficiary.

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“Reuters Screen LIBOR01 Page” means the display page so designated on the Reuters Monitor Money Rates (or such other page as may replace that page on that service, or such other service as may be nominated as the information vendor, for the purposes of displaying rates comparable to LIBOR).

“Scheduled Principal Payment Date” means April 15, 2021.

“Stated Principal Amount” means $1,400,000,000.

Section 1.02 Governing Law. THIS TERMS DOCUMENT WILL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 1.03 Counterparts. This Terms Document may be executed in any number of counterparts, each of which so executed will be deemed to be an original, but all such counterparts will together constitute but one and the same instrument.

Section 1.04 Ratification of Indenture and Indenture Supplement. As supplemented by this Terms Document, each of the Indenture, the Asset Pool Supplement and the Indenture Supplement is in all respects ratified and confirmed and the Indenture as so supplemented by the Asset Pool Supplement and the Indenture Supplement as so supplemented by this Terms Document shall be read, taken and construed as one and the same instrument.

[END OF ARTICLE I]

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ARTICLE II

The Class A(2018-1) Notes

Section 2.01 Creation and Designation. There is hereby created a Tranche of CHASEseries Class A Notes to be issued pursuant to the Indenture and the Indenture Supplement to be known as the “CHASEseries Class A(2018-1) Notes.”

Section 2.02 Specification of Required Subordinated Amount and Other Terms.

(a) For the Class A(2018-1) Notes for any date of determination, the Class A Required Subordinated Amount of Class B Notes will be an amount equal to 8.13953% of (i) prior to the occurrence of a Class A(2018-1) Adverse Event, the Adjusted Outstanding Dollar Principal Amount of the Class A(2018-1) Notes on such date of determination or (ii) on and after the date on which a Class A(2018-1) Adverse Event shall have occurred, the greater of (1) the Adjusted Outstanding Dollar Principal Amount of the Class A(2018-1) Notes on such date of determination and (2) the Adjusted Outstanding Dollar Principal Amount of the Class A(2018-1) Notes as of the close of business on the day immediately preceding the date on which such Class A(2018-1) Adverse Event shall have occurred.

(b) For the Class A(2018-1) Notes for any date of determination, the Class A Required Subordinated Amount of Class C Notes will be an amount equal to 8.13953% of (i) prior to the occurrence of a Class A(2018-1) Adverse Event, the Adjusted Outstanding Dollar Principal Amount of the Class A(2018-1) Notes on such date or (ii) on and after the date on which a Class A(2018-1) Adverse Event shall have occurred, the greater of (1) the Adjusted Outstanding Dollar Principal Amount of the Class A(2018-1) Notes on such date of determination and (2) Adjusted Outstanding Dollar Principal Amount of the Class A(2018-1) Notes as of the close of business on the day immediately preceding the date on which such Class A(2018-1) Adverse Event shall have occurred.

(c) The Issuing Entity may change the percentages or the formulas set forth in either clause (a) or (b) above without the consent of any Noteholder so long as the Issuing Entity has (i) received written confirmation from each Note Rating Agency that has rated any Outstanding Notes that the change in either of such percentages or formulas, as applicable, will not result in a Ratings Effect with respect to any Outstanding Notes and (ii) delivered to the Indenture Trustee and the Note Rating Agencies a Master Trust Tax Opinion and an Issuing Entity Tax Opinion.

Section 2.03 Interest Payment.

(a) For each Interest Payment Date, the amount of interest due with respect to the Class A(2018-1) Notes shall be an amount equal to the product of (i) (A) a fraction, the numerator of which is the actual number of days in the related Interest Period and the denominator of which is 360, times, (B) the Note Interest Rate in effect with respect to the related Interest Period, times, (ii) the Outstanding Dollar Principal Amount of the Class A(2018-1) Notes determined as of the close of business on the Interest Payment Date preceding the related Note Transfer Date for the Class A(2018-1) Notes; provided, however, that for the first

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Interest Payment Date, the amount of interest due with respect to the Class A(2018-1) Notes shall be an amount equal to the product of (x) the Outstanding Dollar Principal Amount of the Class A(2018-1) Notes on the Issuance Date, (y) 36 divided by 360 and (z) the Note Interest Rate in effect with respect to the Class A(2018-1) Notes determined on May 8, 2018. Interest on the Class A(2018-1) Notes will be calculated on the basis of the actual number of days elapsed and a 360-day year.

(b) Pursuant to Section 3.03 of the Indenture Supplement, on each Note Transfer Date with respect to the Class A(2018-1) Notes, the Indenture Trustee shall deposit into the Class A(2018-1) Interest Funding Sub-Account the portion of CHASEseries Available Finance Charge Collections allocable to the Class A(2018-1) Notes.

Section 2.04 Calculation Agent; Determination of LIBOR.

(a) The Issuing Entity hereby agrees that for so long as any Class A(2018-1) Notes are Outstanding, there shall at all times be an agent appointed to calculate LIBOR for each Interest Period (the “Calculation Agent”). The Issuing Entity hereby initially appoints the Indenture Trustee as the Calculation Agent for purposes of determining LIBOR for each Interest Period. The Calculation Agent may be removed by the Issuing Entity at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuing Entity, or if the Calculation Agent fails to determine LIBOR for an Interest Period, the Issuing Entity shall promptly appoint a replacement Calculation Agent that does not control or is not controlled by or under common control with the Issuing Entity or its Affiliates. The Calculation Agent may not resign its duties, and the Issuing Entity may not remove the Calculation Agent, without a successor having been duly appointed.

(b) On each LIBOR Determination Date, the Calculation Agent shall determine LIBOR on the basis of the rate for deposits in United States dollars for a one-month period which appears on Reuters Screen LIBOR01 Page or on such comparable system as is customarily used to quote LIBOR as of 11:00 a.m., London time, on such date. If such rate does not appear on Reuters Screen LIBOR01 Page or on a comparable system as is customarily used to quote LIBOR the rate for that LIBOR Determination Date shall be determined on the basis of the rates at which deposits in United States dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on that day to prime banks in the London interbank market for a one-month period. The Calculation Agent shall request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two such quotations are provided, the rate for that LIBOR Determination Date shall be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that LIBOR Determination Date will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the Beneficiary, at approximately 11:00 a.m., New York City time, on that day for loans in United States dollars to leading European banks for a one-month period.

(c) The Note Interest Rate applicable to the then current and the immediately preceding Interest Periods may be obtained by telephoning the Indenture Trustee at its corporate trust office at (612) 667-8058 or such other telephone number as shall be designated by the Indenture Trustee for such purpose by prior written notice by the Indenture Trustee to each Noteholder from time to time.

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(d) On each LIBOR Determination Date, the Calculation Agent shall send to the Indenture Trustee and the Beneficiary, via email or by facsimile transmission, notification of LIBOR for the following Interest Period.

Section 2.05 Payments of Interest and Principal.

(a) Any installment of interest or principal payable on any Class A(2018-1) Note which is punctually paid or duly provided for by the Issuing Entity and the Indenture Trustee on the applicable Interest Payment Date or Principal Payment Date shall be paid by the Paying Agent to the Person in whose name such Class A(2018-1) Note (or one or more Predecessor Notes) is registered on the Record Date, by wire transfer of immediately available funds to such Person’s account as has been designated by written instructions received by the Paying Agent from such Person not later than the close of business on the third Business Day preceding the date of payment or, if no such account has been so designated, by check mailed first-class, postage prepaid to such Person’s address as it appears on the Note Register on such Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of Cede & Co., payment shall be made by wire transfer in immediately available funds to the account designated by such nominee.

(b) The right of the Class A(2018-1) Noteholders to receive payments from the Issuing Entity will terminate on the first Business Day following the Class A(2018-1) Termination Date.

Section 2.06 Form of Delivery of Class A(2018-1) Notes; Depository; Denominations.

(a) The Class A(2018-1) Notes shall be delivered in the form of a global Registered Note as provided in Sections 2.02 and 3.01(i) of the Indenture, respectively.

(b) The Depository for the Class A(2018-1) Notes shall be The Depository Trust Company, and the Class A(2018-1) Notes shall initially be registered in the name of Cede & Co., its nominee.

(c) The Class A(2018-1) Notes will be issued in minimum denominations of $100,000 and integral multiples of $1,000 in excess of $100,000.

Section 2.07 Delivery and Payment for the Class A(2018-1) Notes.

The Issuing Entity shall execute and deliver the Class A(2018-1) Notes to the Indenture Trustee for authentication, and the Indenture Trustee shall deliver the Class A(2018-1) Notes when authenticated, each in accordance with Section 3.03 of the Indenture.

Section 2.08 Supplemental Indenture.

The Issuing Entity may enter into a supplemental indenture with respect to the Class A(2018-1) Notes as provided in Section 9.01 of the Indenture; provided, however, that any supplemental indenture which provides for an additional or alternative form of credit enhancement for the Class A(2018-1) Notes shall, in addition to the requirements set forth in

7

Section 9.01 of the Indenture, require confirmation from the Note Rating Agencies that have rated any Outstanding Notes of the CHASEseries that such change in credit enhancement will not result in a Ratings Effect with respect to any Outstanding Notes of the CHASEseries.

Section 2.09 No Ratings Confirmation Required for Class A(2018-1) Notes.

Notwithstanding Section 3.10(a)(iv) of the Indenture, the Issuing Entity will not be required to obtain written confirmation from each Note Rating Agency that an issuance of a new Tranche of Notes will not have a Ratings Effect on the Class A(2018-1) Notes.

[END OF ARTICLE II]

8

IN WITNESS WHEREOF, the parties hereto have caused this Terms Document to be duly executed, all as of the day and year first above written.

CHASE ISSUANCE TRUST
By:	CHASE BANK USA, NATIONAL ASSOCIATION, as Administrator
By:
	Name: Patricia M. Garvey
	Title:   Executive Director

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Indenture Trustee and Collateral Agent
By:
	Name: Cheryl Zimmerman
	Title: Vice President

Chase Issuance Trust

CHASEseries Class A(2018-1) Terms Document

EX-8.1

Exhibit 8.1

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP   FOUR TIMES SQUARE NEW YORK 10036-6522                          TEL: (212) 735-3000 FAX: (212) 735-2000 www.skadden.com     FIRM/AFFILIATE OFFICES                BOSTON CHICAGO HOUSTON LOS ANGELES PALO ALTO WASHINGTON, D.C. WILMINGTON                BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SEOUL SHANGHAI SINGAPORE SYDNEY TOKYO TORONTO

May 4, 2018

Chase Bank USA, National Association

201 North Walnut Street

Wilmington, Delaware 19801

Re: Chase Issuance Trust

CHASEseries Class A(2018-1) Notes

Ladies and Gentlemen:

We have acted as special U.S. federal income tax and Delaware income tax counsel to Chase Bank USA, National Association, a national banking association organized under the laws of the United States (the “Bank” or “Our Client”), in connection with the issuance and sale of $1,400,000,000 of CHASEseries Class A(2018-1) Notes (the “Class A(2018-1) Notes”) by the Chase Issuance Trust (the “Issuing Entity”) pursuant to the Fourth Amended and Restated Indenture, dated as of January 20, 2016 (as amended from time to time, the “Indenture”) as supplemented by the Third Amended and Restated Asset Pool One Supplement, dated as of January 20, 2016 (as amended from time to time, the “Asset Pool One Supplement”), and as supplemented by the Second Amended and Restated CHASEseries Indenture Supplement, dated as of January 20, 2016 (as amended from time to time, the “CHASEseries Indenture Supplement”), and as further supplemented by the Class A(2018-1) Terms Document, to be dated as of May 10, 2018 (the “Terms Document”); the Fourth Amended and Restated Transfer and Servicing Agreement, dated as of January 20, 2016 (as amended from time to time, the “Transfer and Servicing Agreement”), among the Issuing Entity, Chase Card Funding LLC, a Delaware limited liability company, as transferor (“Chase Card Funding,” in such capacity, the “Transferor”), the Bank, as servicer (in such capacity, the “Servicer”), account owner and administrator, and Wells Fargo Bank, National Association, as indenture trustee (in such capacity, the “Indenture Trustee”) and collateral agent (in such capacity, the “Collateral Agent”); and the Fourth Amended and Restated Trust Agreement, dated as of January 20, 2016 (the “Trust Agreement”), between Chase Card Funding, as Transferor and Beneficiary, and Wilmington Trust Company, as owner trustee (in such capacity, the “Owner Trustee”) for the Issuing Entity.

The Class A(2018-1) Notes will be offered for sale to investors pursuant to the Prospectus, dated May 4, 2018 (the “Prospectus”). The Issuing Entity has previously issued multiple tranches of, and anticipates issuing, from time to time, additional tranches of, CHASEseries Class A Notes (together with the Class A(2018-1) Notes, the “Class A Notes”), CHASEseries Class B Notes (the “Class B Notes”), and CHASEseries Class C Notes (the “Class C Notes”, and, together with the Class A Notes and the Class B Notes, the “Notes”).

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May 4, 2018

Page 2

This opinion is being furnished in accordance with the requirements of Item 601(b)(8) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”) and pursuant to subsection 8(II)(c) of the Underwriting Agreement, dated May 1, 2018 (the “Underwriting Agreement”), by and among J.P. Morgan Securities LLC, as representative of the several underwriters, the Bank, as sponsor, servicer and administrator, Chase Card Funding, as depositor, transferor and beneficiary, and the Issuing Entity.

All capitalized terms used in this opinion letter and not otherwise defined herein shall have the meaning assigned to such terms in the Prospectus.

In rendering the opinion set forth herein, we have examined and relied on originals or copies, certified or otherwise identified to our satisfaction, of (i) the registration statement declared effective by the Commission under the Securities Act on July 31, 2017, (such registration statement, together with any information included in the Prospectus referred to below, being hereinafter referred to as the “Registration Statement”); (ii) the Prospectus; (iii) the Transfer and Servicing Agreement; (iv) the Indenture; (v) the Asset Pool One Supplement; (vi) the CHASEseries Indenture Supplement; (viii) the Trust Agreement; (ix) the Terms Document; (vii) the Notes to be issued; (viii) the form of rating letters expected to be received from the Rating Agencies with respect to the Notes; and (ix) such other documents as we have deemed necessary or appropriate as a basis for the opinions set forth below (the Indenture, together with the Transfer and Servicing Agreement, the Asset Pool One Supplement, the CHASEseries Indenture Supplement, the Terms Document and the Trust Agreement, the “Transaction Documents”). We have assumed that all parties to such documents will comply with their obligations thereunder and that all such documents are enforceable according to their terms.

In connection with the issuance of the Class A(2018-1) Notes and the consummation of the transactions set forth in the Transaction Documents, you have requested our opinion that (i) for U.S. federal income tax and Delaware income tax purposes, the Class A(2018-1) Notes will be properly treated as debt, and (ii) for U.S. federal income tax purposes, the Issuing Entity will not be classified as an association or a publicly traded partnership taxable as a corporation. The delivery of this opinion letter is not intended to create, nor shall it create, an attorney-client relationship with any party except Our Client.

In our examination, we have assumed the genuineness of all signatures, including endorsements, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. As to any facts material to this opinion that we did not independently establish or verify, we have relied upon statements and representations of the Bank and its officers and other representatives (without regard to any qualification or limitation as to knowledge or belief) and statements of public officials.

In rendering the opinions set forth herein, we have examined and relied on originals or copies, certified or otherwise identified to our satisfaction, of the Transaction

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May 4, 2018

Page 3

Documents and such other documents as we have deemed necessary or appropriate as a basis for the opinions set forth below, and we have assumed that all parties to such documents will comply with their obligations thereunder and that all such documents are enforceable according to their terms. In addition, we have relied upon the forms of the documents set forth in (ix) through (xi) above and each other document included as an exhibit to the Registration Statement and have assumed that each such document will be executed in that form without material change. In addition, our opinion is premised on the accuracy of the facts set forth in the Prospectus and the facts set forth in the representations referred to in the Prospectus.

This opinion is also based upon the Internal Revenue Code of 1986, as amended (the “Code”),¹ administrative rulings, judicial decisions, proposed, temporary, and final Treasury regulations, and other applicable authorities, all as of the date hereof. The statutory provisions, regulations, and interpretations upon which our opinions are based are subject to change, and such changes could apply retroactively. In addition, there can be no assurance that positions contrary to those stated in this opinion may not be asserted by the Internal Revenue Service and affirmed by the courts.

This opinion is based upon the terms and characteristics of the Class A(2018-1) Notes solely in the form that such Class A(2018-1) Notes are expected to be issued by the Issuing Entity to initial investors pursuant to the Indenture and does not in any way address the characterization of any derivative investments in any such Class A(2018-1) Notes or of any securities collateralized or otherwise supported by any such Class A(2018-1) Notes. This opinion is also based upon the Bank’s representation that it has not participated in the structuring, terms or characteristics of any such derivative investments or securities collateralized by the Class A(2018-1) Notes.

As more precisely set forth in the discussion and opinion below: (i) the Class A(2018-1) Notes will properly be treated as debt for U.S. federal income tax purposes and Delaware income tax purposes, and (ii) the Issuing Entity will not be classified as an association or a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes.

I. U.S. Federal Income Tax Characterization of the Class A(2018-1) Notes.

Whether the Class A(2018-1) Notes are debt or equity interests for U.S. federal income tax purposes is determined both by the terms of the Class A(2018-1) Notes and by whether the “substantial incidents of ownership” of the assets of the Issuing Entity have been transferred to the beneficial owners of the Class A(2018-1) Notes (the “Class A Noteholders”). See Watts Copy Sys., Inc. v. Comm’r, 67 T.C.M. (CCH) 2480, 2483 (1994); Coulter Elecs., Inc. v. Comm’r, 59 T.C.M. (CCH) 350 (1990), aff’d, 943 F.2d 1318 (11th Cir. 1991); United Surgical Steel Co. v. Comm’r, 54 T.C. 1215 (1970), acq., 1971-2 C.B. 1; Town & Country Food Co. v. Comm’r, 51 T.C. 1049 (1969), acq., 1969-2 C.B. XXIII; I.R.S. Gen. Couns. Mem. 39,567 (June 10, 1986); and I.R.S. Gen. Couns. Mem. 39,584 (Oct. 10, 1986). The assets of the Issuing Entity

¹  Unless otherwise stated, all section references are to the Code.

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that provide security for the Class A(2018-1) Notes, from which amounts paid on the Class A(2018-1) Notes are generated, and thus, that are relevant to this analysis, are the Collateral. Therefore, the most important considerations are: (i) whether the Class A Noteholders bear the burdens of ownership of the Collateral, (ii) whether the Class A Noteholders have any of the benefits of ownership of the Collateral, and (iii) whether the terms of the Class A(2018-1) Notes have features that are more characteristic of debt than of equity. As discussed below, the Class A Noteholders should not be viewed as obtaining the benefits and burdens of ownership of the Collateral, and the terms of the Class A(2018-1) Notes are more characteristic of debt than equity.

A. The Benefits and Burdens of the Collateral Will Not Inure to or be Borne by the Class A Noteholders.

1. The Burdens of Ownership are Not Borne by the Class A Noteholders. The principal burdens of ownership of the Collateral, which currently consists substantially of the credit card receivables pledged to Asset Pool One (the “Receivables”),² are (a) the risk of loss due to the failure of obligors of the Receivables to make timely payments on such receivables, which may cause such receivables to become defaulted receivables and which may reduce amounts received by the Issuing Entity as holder of the Receivables (such risk, the “Credit Risk”), and (b) the risk that, as prevailing market rates for periodic finance charges and other fees and charges applicable to receivables comparable to the Receivables decline, the periodic finance charges and other fees and charges applied on the Receivables will be insufficient to make payments on the Class A(2018-1) Notes (“Market Risk”). These risks, under all reasonable default and interest rate fluctuation scenarios, are not borne by the Class A Noteholders.³

a. Credit Risk is Not Borne by the Class A Noteholders.

²  In addition to the Receivables, the Collateral (which consists solely of assets pledged to Asset Pool One) comprises: (1) the Excess Funding Account established for Asset Pool One; (2) the Collection Account established for Asset Pool One; (3) the Interest Funding Account (including all Sub-Accounts of such account) established for the Notes; (4) the Principal Funding Account (including all Sub-Accounts of such account) established for the Notes; (5) all amounts held in such accounts; (6) all rights, benefits and powers under the Transfer and Servicing Agreement with respect to any additional Asset Pool One Collateral Certificates and Asset Pool One Receivables; and (7) all proceeds and amounts derived from such assets. The Collateral may also comprise, from time to time: (1) additional Asset Pool One Collateral Certificates; (2) additional Receivables; (3) additional bank accounts; and (4) rights, benefits and powers under Derivative Agreements, Supplemental Credit Enhancement Agreements, and Supplemental Liquidity Agreements.

³  The rights of the holders of the Class A Notes (the “Class A Noteholders”) will be senior to the rights of the holders of the Class B Notes (the “Class B Noteholders”), and the Class C Notes (the “Class C Noteholders” and, together with the Class A Noteholders and the Class B Noteholders, the “Noteholders”). Similarly, the rights of the Class B Noteholders will be senior to the rights of the Class C Noteholders.

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Class A Noteholders will be insulated from Credit Risk by (i) CHASEseries Available Finance Charge Collections not (I) used to pay interest on the Notes; (II) used to pay the CHASEseries Servicing Fee; (III) reallocated as CHASEseries Principal Collections in order to cover the CHASEseries Default Amount and the aggregate Nominal Liquidation Amount Deficit of the Notes; and (IV) used to make deposits to the Class C Reserve Account (the CHASEseries Available Finance Charge Collections remaining after application of CHASEseries Available Finance Charge Collections pursuant to (I)-(IV) are referred to herein as “Excess Spread”);⁴ and (ii) the subordination of the Class C Notes and the Class B Notes to the Class A(2018-1) Notes.

i. Excess Spread. Losses on the Receivables (each of which may arise from the failure of obligors of such receivables to timely pay finance charges, fees, and other charges or the principal amount of such receivables) will first be absorbed by amounts that would otherwise constitute Excess Spread. The net present value of the Excess Spread is expected to be substantial under all reasonably expected scenarios.⁵

ii.Subordination of the Class B Notes and Class C Notes. The Class C Notes and the Class B Notes are each subordinated to the Class A Notes to the extent of the Class A Required Subordinated Amount. There is meaningful subordination of the Class C Notes and the Class B Notes. Subordination of the Class C Notes and Class B Notes to the Class A Notes results from (I) the reallocation of Investor Charge-Offs, and (II) the reallocation of CHASEseries Available Principal Collections, the aggregate of which may not exceed the Class A Required Subordinated Amount for all outstanding tranches of Class A

⁴  The CHASEseries Available Finance Charge Collections will generally equal the sum of (1) the portion of the Asset Pool One Finance Charge Collections and the investment earnings on amounts on deposit in the Collection Account and the Excess Funding Account that are allocated to the Notes; (2) certain Finance Charge Collections originally allocated to the Transferor that are reallocated to the Notes; (3) investment earnings on amounts on deposit in the Principal Funding Account and the Interest Funding Account of the Notes; and (4) Shared Excess Available Finance Charge Collections from certain other series of notes issued by the Issuing Entity that are allocated to the Notes. At the time of issuance of the Class A(2018-1) Notes, no series of notes of the Issuing Entity will be outstanding other than the CHASEseries. Consequently, at the time of issuance, the Class A(2018-1) Notes will not benefit from Shared Excess Available Finance Charge Collections from other series of notes of the Issuing Entity.

⁵  The Issuing Entity intends to issue additional tranches of Class A Notes as well as Class B Notes and Class C Notes. Upon issuance of additional Notes, the Collateral will be increased by an amount equal to the principal amount of the additional Notes. Consequently, it is expected that the CHASEseries Available Finance Charge Collections will increase by an amount proportionate to the principal amount of additional Notes issued. The interest rates applicable to the additional Notes may, however, be greater than the weighted average interest rate applicable to the Notes outstanding as of the date hereof. As a result, the relative amount of interest payable on the Notes would increase which would potentially decrease the amount of Excess Spread relative to the principal amount of the Notes. The effect of such additional issuances will be limited by the Transaction Documents which provide, as a condition precedent to any such additional issuance, that the Issuing Entity must reasonably believe that such issuance will not cause an Early Amortization Event (as described below). Nevertheless, no assurance can be given that the Issuing Entity will not issue additional Notes that may affect the relative amounts of Excess Spread and, thus, the analysis set forth herein.

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Notes.⁶ Pursuant to the Indenture, Investor Charge-Offs allocated to the Class A Noteholders will be reallocated to the holders of the Class B Notes and Class C Notes to the extent of the Class A Required Subordinated Amount applicable to the Class A(2018-1) Notes. In addition, CHASEseries Available Principal Collections initially allocated to holders of the Class B Notes and the Class C Notes will be reallocated to the holders of Class A Notes to the extent of the lesser of (I) the deficit in the CHASEseries Available Finance Charge Collections allocated to the Class A Notes to pay interest on such Notes and (II) the Class A Required Subordinated Amount less the Investor Charge-Offs reallocated to the holders of the Class B Notes and the Class C Notes as described above.

As noted above, the net present value of the Excess Spread is expected to be substantial under all reasonably expected scenarios; thus, the Excess Spread constitutes a meaningful amount of subordination to the Class A Notes. Furthermore, the subordination of the Class B Notes and Class C Notes to the Class A Notes provides additional credit support to the holders of the Class A Notes. Consequently, the Class A Noteholders will not bear Credit Risk under any reasonable default scenarios.

b. Market Risk is Not Borne by the Class A Noteholders.

Due to the terms of the Transaction Documents which provide for the occurrence of an Early Amortization Event under the circumstances described below, in all reasonable interest rate fluctuation scenarios Market Risk will not be borne by the Class A Noteholders but instead will be borne by the Bank as holder of the Asset Pool One Transferor Certificate (the “Transferor Interest”).

An Early Amortization Event will occur if the average Excess Spread Percentage⁷ for any three consecutive Monthly Periods is less than zero (which amount is subject to increase

⁶  Subordination of the Class B Notes and C Notes to the Class A Notes will also result from the order in which CHASEseries Available Finance Charge Collections are allocated to the Interest Funding Sub-Accounts for the Class A Notes, the Class B Notes, and the Class C Notes. Such collections will first be allocated to holders of the Class A Notes to the extent of interest due on the Class A Notes, then to Class B Notes to the extent of interest due on the Class B Notes, and then to holders of the Class C Notes to the extent of interest due on the Class C Notes. Thus, deficiencies in CHASEseries Available Finance Charge Collections will first be borne by holders of the Class B Notes and Class C Notes as a result of the priority of interest payments.

⁷  The Excess Spread Percentage equals the amount, if any, by which the Portfolio Yield exceeds the Base Rate for any Monthly Period. The Portfolio Yield is generally the percentage equivalent of the (i) sum of Asset Pool One Finance Charge Collections allocated to the Notes; investment earnings on certain amounts on deposit in the Collection Account and the Excess Funding Account and on amounts on deposit in the Interest Funding Sub-Accounts of the Notes; and certain proceeds from the sale of Collateral minus the sum of the CHASEseries Default Amount and the deficiencies of investment earnings on amounts on deposit in the Principal Funding Sub-Accounts of the Notes that are not covered by allocations of Transferor Finance Charge Collections, divided by (ii) the aggregate Nominal Liquidation Amount of the Notes. The Base Rate is generally the sum of (i) the percentage equivalent of the CHASEseries Servicing Fee divided by Nominal Liquidation Amount of the Notes, and (ii) the weighted average interest rate on the Notes.

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by the Indenture Trustee provided that certain conditions are met). Thus, an Early Amortization Event will occur if the yield on the Receivables (plus earnings on certain amounts on deposit in certain accounts of the Issuing Entity) does not continue to provide sufficient funds to make interest payments on the Notes, pay the portion of the Servicing Fee allocable to the Notes, and cover CHASEseries Default Amounts. In such events, payment of principal on the Class A(2018-1) Notes will be accelerated, and as a result, fewer interest payments will become due on the Class A(2018-1) Notes. Market Risk will, therefore, be shifted from the Class A Noteholders to the owner of the Accounts (i.e., the Bank).

Consequently, given the requirement to accelerate the repayment of principal on the Class A(2018-1) Notes when the yield on the Receivables declines, in all reasonable interest rate fluctuation scenarios, Market Risk will not be borne by the Class A Noteholders.

c. Rating Agency Ratings of Notes. The Class A(2018-1) Notes will be rated “AAA(sf)” by S&P Global Ratings, and “AAAsf” by Fitch Ratings, Inc. Such ratings indicate a strong likelihood that all interest and principal will be paid and that the Class A Noteholders do not bear the risk of loss associated with ownership of the Collateral.

2. The Benefits of Ownership are not Transferred to Noteholders. The benefits of ownership of the Collateral will arise from (i) certain changes in prevailing market finance charge rates for receivables comparable to the Receivables, (ii) lower than expected repayment rates on the Receivables in certain instances, (iii) lower than expected default rates on the Receivables, and (iv) increases in the finance charge rates and other fees and charges payable on the Receivables. In each of these instances, the benefits of ownership of the Collateral will inure to the Bank.

a. Changes in the Prevailing Market Finance Charge Rates for Comparable Receivables. If prevailing market finance charge rates for receivables comparable to the Receivables decrease in relation to the yield on the Receivables, the Receivables will increase in value. The Bank, as holder of the Transferor Interest, will benefit from such increase in value of the Receivables through an increase in the value of the Transferor Interest.

b. Lower than Expected Repayment Rates on The Receivables. If prevailing market finance charge rates for receivables comparable to the Receivables remain constant, but customers take a longer period of time to pay their principal balances, the Transferor will benefit by continuing to receive Excess Spread over a longer period of time.

c. Lower than Expected Default Rates on The Receivables. To the extent that default rates on the Receivables are less than expected, a lesser amount of CHASEseries Available Finance Charge Collections will be reallocated as CHASEseries Principal Collections. This will result in larger amounts of Excess Spread and, generally, larger distributions to the Transferor in respect of the Transferor Interest. The Transferor will also benefit directly from lower default rates, since lesser Default Amounts will be allocated to the Transferor Interest.

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d. Increases in Finance Charge Rates and Other Fees and Charges Payable on the Receivables. Any increase (to the extent permitted by applicable law and the terms of the Transaction Documents) in the rate at which finance charges and other fees and charges are assessed on the Accounts will also, generally, increase the amount of CHASEseries Available Finance Charge Collections and, thus, the amount of Excess Spread. Such increased amounts of Excess Spread will generally increase the distributions to the Transferor in respect of the Transferor Interest.

Consequently, all of the benefits of ownership of the Collateral will inure to Chase Card Funding, as Transferor, rather than to the Class A Noteholders.

B. Other Factors. The terms of the Class A(2018-1) Notes and the Transaction Documents also support the conclusion that the Class A(2018-1) Notes will be characterized as debt for U.S. federal income tax purposes.

• The Class A(2018-1) Notes are denominated as debt;

• The terms of the Receivables differ materially from the terms of the Class A(2018-1) Notes with regard to their respective payments terms, including interest rates and maturity dates;

• The Issuing Entity will retain legal title to the Receivables;

• The pool of Receivables will change during the term of the Class A(2018-1) Notes;

• The Bank, as Servicer, is responsible for servicing and management, collection and administration of the Receivables and will bear all costs and expenses incurred in connection with such activities;

• The Bank will agree to indemnify the Issuing Entity for the entire amount of losses, claims, damages or liabilities arising out of the activities of the Bank, as Servicer; and

• The Collateral Agent, on behalf of the Class A Noteholders, has the right to inspect the Servicer’s documentation, a right which is common in loan transactions.

The foregoing additional factors support the conclusion that the transaction described in the Transaction Documents constitutes a loan from the Class A Noteholders.

Based on the foregoing, and as of the date hereof, although there is no authority directly applicable to the facts of this transaction, in our opinion the Class A(2018-1) Notes will be properly treated as debt for U.S. federal income tax purposes.

II. Delaware Income Tax Characterization of the Class A(2018-1) Notes.

In rendering the following opinion regarding state income taxation in Delaware, we have considered and relied upon the applicable provisions of the tax laws of Delaware, the regulations promulgated thereunder, cases and administrative rulings and such other authorities as we have deemed appropriate.

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Based on the foregoing, and as of the date hereof, although there is no authority directly applicable to the facts of this transaction, in our opinion the Class A(2018-1) Notes will be properly treated as debt for Delaware income tax purposes.

III. Classification of the Issuing Entity for U.S. Federal Income Tax Purposes.

A. In General.

As described below, the number of equity holders of the Issuing Entity is relevant to the classification of the Issuing Entity for U.S. federal income tax purposes. The Transferor Interest, which entitles the holder thereof to collections on a portion of the Receivables as well as to certain amounts of Excess Spread, will be treated as an equity interest in the Issuing Entity.⁸ The Transferor is the holder of the Transferor Interest. The Class A(2018-1) Notes, as described above, will be treated as debt and, thus, will not be treated as equity interests in the Issuing Entity. An Opinion of Counsel was rendered in connection with the issuance of each class of Notes outstanding as of the date hereof which opinion stated that such Notes would be properly treated as debt for U.S. federal income tax purposes. Thus, assuming the accuracy of such Opinions of Counsel, the Notes outstanding as of the date hereof will not be treated as equity interests in the Issuing Entity. Consequently, as of the date hereof, the Issuing Entity will have a single owner consisting of the Transferor as holder of the Transferor Interest.

Pursuant to Treas. Reg. §§ 301.7701-3(a) and (b), and unless otherwise classified pursuant to other provisions of the Code and Treasury regulations,⁹ a domestic “eligible entity” (i.e., an entity not classified as a trust pursuant to Treas. Reg. § 301.7701-4 and not explicitly classified as a corporation pursuant to Treas. Reg. § 301.7701-2(b)) with a single owner is treated as an entity the existence of which is disregarded (and the assets of which are treated as held directly by such owner) and a domestic “eligible entity” with more than one owner is treated as a partnership, provided that no election to be treated as an association taxable as a corporation is filed on behalf of such entity. Thus, because no such election may be filed on behalf of the Issuing Entity¹⁰ and because the Issuing Entity is an “eligible entity,”¹¹ the Issuing Entity will not

⁸  In many respects, the Issuing Entity is similar to trusts established to hold collateral pledged as security in connection with lending transactions. In such situations, the trust is disregarded and the collateral is treated as held directly by the trust beneficiary. Treas. Reg. § 1.61-13(b); Rev. Rul. 76-265, 1976-2 C.B. 448; see also Rev. Rul. 73-100, 1973-1 C.B. 613 (domestic corporation’s transfer of securities to Canadian security holder, to secure liabilities to policyholders in Canada, does not create a trust where discretionary powers retained by corporation); Rev. Rul. 71-119, 1971-1 C.B. 163 (settlement fund administered by “trustee” not a trust). If the Issuing Entity were characterized as a mere security device, it would not be classified as an association or publicly traded partnership taxable as a corporation. Since, however, the same conclusion would be achieved under Treas. Reg. § 301.7701-1 et. seq., the characterization of the Issuing Entity as a mere security device is not a basis for the opinions set forth herein.

⁹  See Treas. Reg. § 301.7701-1(b).

¹⁰  Section 4.07 of the Transfer and Servicing Agreement provides that “[t]he parties hereto agree that they shall not cause or permit the making, as applicable, of any election under Treasury Regulation Section 301.7701-3 whereby the [Issuing Entity] or any portion thereof would be treated as a corporation for federal income tax purposes.”

¹¹  The Issuing Entity will not be classified as a trust for U.S. federal income tax purposes, because the Issuing Entity was not formed merely to “vest in trustees responsibility for the protection and conservation of property for beneficiaries . . . .” Treas. Reg. §§ 301.7701-4(a). Furthermore, the Issuing Entity is not an entity explicitly classified as a corporation pursuant to Treas. Reg. § 301.7701-2(b).

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be treated as an association taxable as a corporation and will not otherwise be taxable as a corporation provided that the Issuing Entity is not classified as a publicly traded partnership (a “PTP”) taxable as a corporation.

B. The Issuing Entity Will Not be Classified as a Publicly Traded Partnership.

Section 7704 provides that, subject to certain exceptions, a partnership the equity interests in which are (i) “traded on an established securities market”¹² (the “Traded” test), or (ii) “readily tradable on a secondary market (or the substantial equivalent thereof)” (the “Secondary Market Equivalent” test) is a PTP that will be taxable as a corporation for U.S. federal income tax purposes. Thus, to avoid classification of the Issuing Entity as a PTP, none of the Transferor Interests may be traded or tradable as described in Section 7704.

1. The Issuing Entity Is Not a Partnership for U.S. Federal Income Tax Purposes.

As described above, the Issuing Entity will have one equity interest holder as of the date hereof. Consequently, the Issuing Entity will not be a partnership for U.S. federal income tax purposes. Thus, the Issuing Entity will not be a PTP for U.S. federal income tax purposes.

2. Subsequent Transfers.

Although the Transferor Interest may be transferred in some limited circumstances (which transfer may result in the Issuing Entity being classified as a partnership for U.S. federal income tax purposes), an Issuing Entity Tax Opinion must be issued as a condition to such transfer.¹³ An Issuing Entity Tax Opinion must provide, among other things,

¹²  Treasury regulations provide that, for these purposes, an “established securities market” includes, among other things, “[a]n interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers by electronic means or otherwise.” Treas. Reg. § 1.7704-1(b).

¹³  See Section 3.02 of the Trust Agreement.

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May 4, 2018

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that such transfer would not cause the Issuing Entity to be treated as an association or a publicly traded partnership taxable as a corporation.¹⁴

Based upon the foregoing, in our opinion the Issuing Entity will not be classified as an association or a publicly traded partnership taxable as a corporation as of the date hereof for U.S. federal income tax purposes.

IV. Federal Tax Matters in Prospectus.

Based upon the foregoing and in reliance thereon, and subject to the qualifications set forth herein, we hereby confirm that, although the discussion set forth in the Prospectus under the heading “U.S. Federal Income Tax Consequences” does not purport to discuss all possible U.S. federal income tax consequences of the purchase, ownership, and disposition of the Notes, subject to the agreements, qualifications, assumptions, and Trust’s determinations referred to therein, such discussion constitutes, in all material respects, a fair and accurate summary of the material U.S. federal income tax consequences of the purchase, ownership, and disposition of the Class A(2018-1) Notes under current U.S. federal income tax law.

*     *     *     *

¹⁴  We note that the current form of the Underwriting Agreement has a requirement to deliver an Issuing Entity Tax Opinion as a condition precedent to the issuance of additional Notes of the Issuing Entity. See, e.g., subsection 8(II)(c) of the Underwriting Agreement.

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This opinion is expressed as of the date hereof, and we are under no obligation to supplement or revise our opinion to reflect any legal developments or factual matters arising subsequent to the date hereof or the impact of any information, document, certificate, record, statement, representation, covenant, or assumption relied upon herein that becomes incorrect or untrue. Except as set forth above, we express no opinion to any party as to the tax consequences, whether federal, state, local, or foreign, of the issuance of the Class A(2018-1) Notes or of any transaction related to or contemplated by such issuance. This opinion is furnished to you solely for your benefit in connection with the issuance of the Class A(2018-1) Notes and is not to be relied upon by any other person without our express written permission.

                             Very truly yours,

                                                                                                  /s/ SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

AMF

EX-36.1

Exhibit 36.1

Certification

I, Eve Ngan, certify as of May 4, 2018 that:

1. I have reviewed the prospectus relating to the Class A(2018-1) CHASEseries notes (the “securities”) and am familiar with, in all material respects, the following: the characteristics of the securitized assets underlying the offering (the “securitized assets”), the structure of the securitization, and all material underlying transaction agreements as described in the prospectus;

2. Based on my knowledge, the prospectus does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading;

3. Based on my knowledge, the prospectus and other information included in the registration statement of which it is a part fairly present, in all material respects, the characteristics of the securitized assets, the structure of the securitization and the risks of ownership of the securities, including the risks relating to the securitized assets that would affect the cash flows available to service payments or distributions on the securities in accordance with their terms; and

4. Based on my knowledge, taking into account all material aspects of the characteristics of the securitized assets, the structure of the securitization, and the related risks as described in the prospectus, there is a reasonable basis to conclude that the securitization is structured to produce, but is not guaranteed by this certification to produce, expected cash flows at times and in amounts to service scheduled payments of interest and the ultimate repayment of principal on the securities (or other scheduled or required distributions on the securities, however denominated) in accordance with their terms as described in the prospectus.

5. The foregoing certifications are given subject to any and all defenses available to me under the federal securities laws, including any and all defenses available to an executive officer that signed the registration statement of which the prospectus referred to in this certification is part.

Date: May 4, 2018

/s/ Eve Ngan

Eve Ngan

Chief Executive Officer

Chase Card Funding LLC