Term sheet
To prospectus dated November 21, 2008,
prospectus supplement dated November 21, 2008 and
product supplement no. 151-A-I dated June 4, 2010

Term Sheet to
Product Supplement No. 151-A-I
Registration Statement No. 333-155535
Dated July 5, 2011; Rule 433

Structured 
Investments 

      $
6.25% (equivalent to 12.50% per annum) Reverse Exchangeable Notes due January 20, 2012 Linked to the Market Vectors Junior Gold Miners ETF

General

Key Terms

Fund:

Market Vectors Junior Gold Miners ETF (the “Fund”). For additional information about the Market Vectors Junior Gold Miners ETF, see Appendix A to this term sheet.

Underlying Index:

The Market Vectors® Junior Gold Miners Index (the “Underlying Index”). For additional information about the Market Vectors® Junior Gold Miners Index, see Appendix A to this term sheet.

Interest Rate:

6.25% (equivalent to 12.50% per annum) over the term of the notes, paid monthly and calculated on a 30/360 basis

Protection Amount:

An amount that represents at least 20% of the Initial Share Price, subject to adjustments. The actual Protection Amount will be set on the Pricing Date and will not be less than 20% of the Initial Share Price, subject to adjustments.

Pricing Date:

On or about July 15, 2011

Settlement Date:

On or about July 20, 2011

Observation Date:

January 17, 2012*

Maturity Date:

January 20, 2012*

CUSIP:

48125XYG5

Interest Payment Date:

Interest on the notes will be payable monthly in arrears on the 20th calendar day of each month, up to and including the final monthly interest payment, which will be payable on the Maturity Date (each such date, an “Interest Payment Date”), commencing August 20, 2011. See “Selected Purchase Considerations — Monthly Interest Payments” in this term sheet for more information.

  Notwithstanding anything to the contrary in the product supplement, each interest payment for the notes will be made to the holders of record at the close of business on the business day immediately preceding the relevant Interest Payment Date.

Payment at Maturity:

The payment at maturity, in excess of any accrued and unpaid interest, is based on the performance of the Fund. You will receive $1,000 for each $1,000 principal amount note, plus any accrued and unpaid interest at maturity, unless:

  (1) the Final Share Price is less than the Initial Share Price; and
  (2) on any day during the Monitoring Period, the closing price of one share of the Fund is less than the Initial Share Price by more than the Protection Amount.

 

If the conditions described in (1) and (2) are both satisfied, at maturity you will receive, instead of the principal amount of your notes, the Cash Value, plus any accrued and unpaid interest. The Cash Value will be less than the principal amount of your notes and may be zero. Accordingly, you may lose some or all of your principal at maturity if you invest in the notes.

Monitoring Period:

The period from but excluding the Pricing Date to and including the Observation Date

Cash Value:

The amount in cash equal to the product of (1) $1,000 divided by the Initial Share Price and (2) the Final Share Price, subject to adjustments

Initial Share Price:

The closing price of one share of the Fund on the Pricing Date, divided by the Share Adjustment Factor. The Initial Share Price is subject to adjustment upon the occurrence of certain events affecting the Fund. See “General Terms of Notes — Anti-Dilution Adjustments” in the accompanying product supplement no. 151-A-I.

Final Share Price:

The closing price of one share of the Fund on the Observation Date

Share Adjustment Factor:

Set equal to 1.0 on the Pricing Date, subject to adjustment under certain circumstances. See “General Terms of Notes — Anti-Dilution Adjustments” in the accompanying product supplement no. 151-A-I.

*

Subject to postponement in the event of a market disruption event and as described under “Description of Notes — Payment at Maturity” in the accompanying product supplement no. 151-A-I

Investing in the Reverse Exchangeable Notes involves a number of risks. See “Risk Factors” beginning on page PS-6 of the accompanying product supplement no. 151-A-I and “Selected Risk Considerations” beginning on page TS-2 of this term sheet.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or passed upon the accuracy or the adequacy of this term sheet or the accompanying prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.


 

Price to Public (1)

Fees and Commissions (2)

Proceeds to Us


Per note

$

$

$


Total

$

$

$


(1)

The price to the public includes the estimated cost of hedging our obligations under the notes through one or more of our affiliates.

(2)

If the notes priced today, J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Chase & Co., would receive a commission of approximately $37.50 per $1,000 principal amount note and would use a portion of that commission to allow selling concessions to other affiliated or unaffiliated dealers of approximately $26.25 per $1,000 principal amount note. The concessions of approximately $26.25 per $1,000 principal amount note include concessions to be allowed to selling dealers and concessions to be allowed to any arranging dealer. This commission includes the projected profits that our affiliates expect to realize, some of which may be allowed to other unaffiliated dealers, for assuming risks inherent in hedging our obligations under the notes. The actual commission received by JPMS may be more or less than $37.50 and will depend on market conditions on the Pricing Date. In no event will the commission received by JPMS, which includes concessions to be and other amounts that may be allowed to other dealers, exceed $60.00 per $1,000 principal amount note. See “Plan of Distribution (Conflicts of Interest)” beginning on page PS-56 of the accompanying product supplement no. 151-A-I.

The notes are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.

July 5, 2011



Additional Terms Specific to the Notes

JPMorgan Chase & Co. has filed a registration statement (including a prospectus) with the Securities and Exchange Commission, or SEC, for the offering to which this term sheet relates. Before you invest, you should read the prospectus in that registration statement and the other documents relating to this offering that JPMorgan Chase & Co. has filed with the SEC for more complete information about JPMorgan Chase & Co. and this offering. You may get these documents without cost by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, JPMorgan Chase & Co., any agent or any dealer participating in this offering will arrange to send you the prospectus, the prospectus supplement, product supplement no. 151-A-I and this term sheet if you so request by calling toll-free 866-535-9248.

You may revoke your offer to purchase the notes at any time prior to the time at which we accept such offer by notifying the applicable agent. We reserve the right to change the terms of, or reject any offer to purchase, the notes prior to their issuance. In the event of any changes to the terms of the notes, we will notify you and you will be asked to accept such changes in connection with your purchase. You may also choose to reject such changes in which case we may reject your offer to purchase.

You should read this term sheet together with the prospectus dated November 21, 2008, as supplemented by the prospectus supplement dated November 21, 2008 relating to our Series E medium-term notes of which these notes are a part, and the more detailed information contained in product supplement no. 151-A-I dated June 4, 2010. This term sheet, together with the documents listed below, contains the terms of the notes and supersedes all other prior or contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, fact sheets, brochures or other educational materials of ours. You should carefully consider, among other things, the matters set forth in “Risk Factors” in the accompanying product supplement no. 151-A-I, as the notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the notes.

You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):

Our Central Index Key, or CIK, on the SEC website is 19617. As used in this term sheet, the “Company,” “we,” “us” and “our” refer to JPMorgan Chase & Co.

Selected Purchase Considerations


JPMorgan Structured Investments — TS-1
Reverse Exchangeable Notes Linked to the Market Vectors Junior Gold Miners ETF


Selected Risk Considerations

An investment in the notes involves significant risks. Investing in the notes is not equivalent to investing directly in the Fund, the Underlying Index or any of the equity securities held by the Fund or included in the Underlying Index. These risks are explained in more detail in the “Risk Factors” section of the accompanying product supplement no. 151-A-I dated June 4, 2010.


JPMorgan Structured Investments — TS-2
Reverse Exchangeable Notes Linked to the Market Vectors Junior Gold Miners ETF



JPMorgan Structured Investments — TS-3
Reverse Exchangeable Notes Linked to the Market Vectors Junior Gold Miners ETF


JPMorgan Structured Investments — TS-4
Reverse Exchangeable Notes Linked to the Market Vectors Junior Gold Miners ETF


JPMorgan Structured Investments — TS-5
Reverse Exchangeable Notes Linked to the Market Vectors Junior Gold Miners ETF

Historical Information

The following graph sets forth the historical performance of the shares of the Fund based on the weekly closing price of one share of the Fund from November 13, 2009 through July 1, 2011. The Fund commenced trading on the NYSE Arca on November 10, 2009. The closing price of one share of the Fund on July 1, 2011 was $33.91 We obtained the closing prices of the Fund below from Bloomberg Financial Markets without independent verification. The closing prices may be adjusted by Bloomberg Financial Markets for corporate actions such as stock splits, public offerings, mergers and acquisitions, spin-offs, delisting and bankruptcy. We make no representation or warranty as to the accuracy or completeness of the information obtained from Bloomberg Financial Markets.

Since its inception, the Fund has experienced significant fluctuations. The historical performance of the shares of the Fund should not be taken as an indication of future performance, and no assurance can be given as to the closing prices of one share of the Fund during the term of the notes. We cannot give you assurance that the performance of the Fund will result in the return of any of your initial investment. We make no representation as to the amount of dividends, if any, that the Fund or the equity securities held by the Fund will pay in the future. In any event, as an investor in the notes, you will not be entitled to receive dividends, if any, that may be payable on the Fund or the equity securities held by the Fund.


JPMorgan Structured Investments — TS-6
Reverse Exchangeable Notes Linked to the Market Vectors Junior Gold Miners ETF

Examples of Hypothetical Payment at Maturity for Each $1,000 Principal Amount Note

The following table illustrates the hypothetical payment at maturity on a $1,000 investment in the notes, based on a range of hypothetical Final Share Prices and assuming that the closing price of one share of the Fund declines in the manner set forth in the columns titled “Hypothetical lowest closing price during the Monitoring Period” and “Hypothetical lowest closing price expressed as a percentage of Initial Share Price during the Monitoring Period. The numbers appearing in the following table and examples have been rounded for ease of analysis. For this table of hypothetical payments at maturity, we have also assumed the following:

• the Initial Share Price:

$34.00

• the Protection Amount: $6.80

• the Interest Rate:

6.25% (equivalent to 12.50% per annum) over the term of the notes

Hypothetical lowest
closing price during
the Monitoring
Period

Hypothetical lowest
closing price during the
Monitoring Period
expressed as a
percentage of Initial
Share Price

Hypothetical
Final Share Price

Hypothetical Final
Share Price
expressed as a
percentage of
Initial Share Price

Payment at
Maturity**

$34.00

100%

$68.00

200%

$1,000.00

$17.00

50%

$35.70

105%

$1,000.00

$34.00

100%

$34.00

100%

$1,000.00

$27.20

80%

$27.20

80%

$1,000.00

$17.00

50%

$32.30

95%

$950.00

$17.00

50%

$17.00

50%

$500.00

$8.50

25%

$8.50

25%

$250.00

$0.00

0%

$0.00

0%

$0.00

**Note that you will receive at maturity any accrued and unpaid interest in cash, in addition to either the Cash Value or the principal amount of your note in cash.

The following examples illustrate how the hypothetical payment at maturity in different scenarios set forth in the table above is calculated.

Example 1: The lowest closing price of one share of the Fund during the Monitoring Period is $17.00 but the Final Share Price is $35.70. Because the Final Share Price of $35.70 is greater than the Initial Share Price of $34.00, you will receive a payment at maturity of $1,000 per $1,000 principal amount note.

Example 2: The lowest closing price of one share of the Fund during the Monitoring Period is $17.00 and the Final Share Price is $32.30. Because the Final Share Price of $32.30 is less than the Initial Share Price of $34.00 and the closing price of one share of the Fund is less than the Initial Share Price by more than the Protection Amount on at least one day during the Monitoring Period, you will receive the Cash Value at maturity. Because the Final Share Price of the Fund is $32.30, your final payment at maturity is $950.00.

Example 3: The closing price of one share of the Fund is not less than the Initial Share Price by more than the Protection Amount on any day during the Monitoring Period prior to the Observation Date. However, the closing price of one share of the Fund on the Observation Date is $17.00, a decline of more than the Protection Amount. Because the Final Share Price of $17.00 is less than the Initial Share Price of $34.00 and the Final Share Price is less than the Initial Share Price by more than the Protection Amount, you will receive the Cash Value at maturity. Because the Final Share Price of the Fund is $17.00, your final payment at maturity is $500.00.

Example 4: The Final Share Price of $27.20 is less than the Initial Share Price of $34.00 but is not less than the Initial Share Price by more than the Protection Amount and the closing price of one share of the Fund is not less than the Initial Share Price by more than the Protection Amount on any day during the Monitoring Period. Because the closing price of one share of the Fund is not less than the Initial Share Price by more than the Protection Amount on any day during the Monitoring Period, you will receive a payment at maturity of $1,000 per $1,000 principal amount note, even though the Final Share Price of $27.20 is less than the Initial Share Price of $34.00.

Regardless of the performance of the shares of the Fund or the payment you receive at maturity, you will receive interest payments, for each $1,000 principal amount note, in the aggregate amount of approximately $62.50 over the term of the notes. The Cash Value you may receive at maturity and the actual Protection Amount applicable to your notes may be more or less than the amounts displayed above and will depend in part on the closing price of one share of the Fund on the Pricing Date.

These payouts on the notes shown above do not reflect fees or expenses that would be associated with any sale in the secondary market. If these fees and expenses were included, the hypothetical payouts shown above would likely be lower.


JPMorgan Structured Investments — TS-7
Reverse Exchangeable Notes Linked to the Market Vectors Junior Gold Miners ETF

APPENDIX A

The Market Vectors Junior Gold Miners ETF

     We have derived all information contained in this term sheet regarding the Market Vectors Junior Gold Miners ETF (the “Fund”) from publicly available information. Such information reflects the policies of, and is subject to change by, Market Vectors ETF Trust and Van Eck Associates Corporation (“Van Eck”). We make no representation or warranty as to the accuracy or completeness of such information. The Fund is an investment portfolio of the Market Vectors ETF Trust (the “Trust”). Van Eck is currently the investment adviser to the Fund. The Fund is an exchange-traded fund that trades on the NYSE Arca, Inc. under the ticker symbol “GDXJ.” We make no representations or warranty as to the accuracy or completeness of the information derived from these public sources.

     The Trust is a registered investment company that consists of numerous separate investment portfolios, including the Fund. Information provided to or filed with the SEC by the Trust pursuant to the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, can be located by reference to SEC file numbers 333-123257 and 811-10325, respectively, through the SEC’s website at http://www.sec.gov. For additional information regarding the Trust, Van Eck and the Fund, please see the prospectus of the fund, dated May 1, 2011 (as may be supplemented from time to time). In addition, information about the Trust and the Fund may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents and the Van Eck website at www.vaneck.com. We make no representation or warranty as to the accuracy or completeness of such information. Information contained in the Van Eck website is not incorporated by reference in, and should not be considered a part of, this term sheet.

     Investment Objective and Strategy

     The Fund seeks to replicate as closely as possible, before fees and expenses, the price and yield performance of the Market Vectors® Junior Gold Miners Index (the “Underlying Index”). See “— Market Vectors® Junior Gold Miners Index” below for more information about the Underlying Index. The Fund’s investment objective may be changed without shareholder approval.

     As of July 1, 2011, the Fund’s three largest holdings were Silver Standard Resources Inc., Alamos Gold Inc. and First Majestic Silver Corp., and its three largest countries by holding were Canada, Australia and the United States.

     Indexing Investment Approach

     The Fund uses a “passive” or indexing investment approach to attempt to approximate the investment performance of the Underlying Index. The Fund will normally invest at least 80% of its total assets in companies that are involved in the gold mining industry. The Fund invests in foreign and domestic publicly traded companies of small- and medium-capitalization that are involved primarily in the mining for gold and/or silver. The Fund normally invests at least 80% of its total assets in securities that comprise the Underlying Index. The Fund may also utilize convertible securities and participation notes to seek performance that corresponds to the Underlying Index. The Fund may or may not hold all of the securities that are included in the Underlying Index.

     Correlation

     The Underlying Index is a theoretical financial calculation, while the Fund is an actual investment portfolio. The performance of the Fund and the Underlying Index may vary somewhat due to operating expenses, transaction costs, and differences between the Fund’s portfolio and the Underlying Index resulting from legal restrictions that apply to the Fund but not to the Underlying Index or lack of liquidity. Van Eck expects that, over time, the correlation between the Fund’s performance and that of the Underlying Index before fees and expenses will be 95% or better. A figure of 100% would indicate perfect correlation.

     Industry Concentration Policy

     The Fund may concentrate its investments in a particular industry or group of industries to the extent that the Underlying Index concentrates in an industry or group of industries.

     Holdings Information


JPMorgan Structured Investments — TS-8
Reverse Exchangeable Notes Linked to the Market Vectors Junior Gold Miners ETF

     As of July 1, 2011, 99.99% of the Fund’s holdings consisted of equity securities and 0.01% consisted of cash and other assets. The following tables summarize the Fund’s top holdings in individual companies and by country as of such date.

Top holdings in individual securities as of July 1, 2011

Company

Percentage of
Total Holdings

Silver Standard Resources Inc.

4.34%

Alamos Gold Inc.

4.16%

First Majestic Silver Corp.

4.05%

Aurico Gold Inc.

3.89%

Silvercorp Metals Inc.

3.49%

Nevsun Resources Ltd.

2.58%

Perseus Mining Ltd.

2.56%

Medusa Mining Ltd.

2.47%

Extorre Gold Mines Ltd.

2.30%

Kingsgate Consolidated Ltd.

2.27%

Top holdings by country as of July 1, 2011

Sector
Percentage of
Total Holdings

Canada

73.00%

Australia

11.40%

United States

9.50%

South Africa

2.30%

China

2.20%

United Kingdom

1.60%

     The information above was compiled from the Van Eck website. We make no representation or warranty as to the accuracy of the information above. Information contained in the Van Eck website is not incorporated by reference in, and should not be considered a part of, this term sheet.

     Disclaimer

     The notes are not sponsored, endorsed, sold or promoted by Van Eck. Van Eck makes no representations or warranties to the owners of the notes or any member of the public regarding the advisability of investing in the notes. Van Eck has no obligation or liability in connection with the operation, marketing, trading or sale of the notes.

The Market Vectors® Junior Gold Miners Index

     We have derived all information contained in this term sheet regarding the Underlying Index, including, without limitation, its make-up, method of calculation and changes in its components, from publicly available information. Such information reflects the policies of, and is subject to change by, the 4asset-management GmbH (the “Index Owner”). We make no representation or warranty as to the accuracy or completeness of such information. The Underlying Index was developed by the Index Owner and is maintained and published by the Index Owner. The Underlying Index is calculated by Structured Solutions AG. The Index Owner has no obligation to continue to publish, and may discontinue the publication of, the Underlying Index.

     The Underlying Index is reported by Bloomberg L.P. under the ticker symbol “MVGDXJ.”

     The Underlying Index tracks the performance of the small-cap segment of the global gold and silver mining industries. The Underlying Index was launched on August 31, 2009 with a base index value of 1000 as of December 31, 2003.

     Index Composition and Maintenance

          The Index Universe


JPMorgan Structured Investments — TS-9
Reverse Exchangeable Notes Linked to the Market Vectors Junior Gold Miners ETF

     The index universe includes only common stocks and stocks with similar characteristics from financial markets that are freely investable for foreign investors and that provide real-time and historical component and currency pricing. Companies from financial markets that are not freely investable for foreign investors or that do not provide real-time and historical component and currency pricing may still be eligible if they have a listing on an eligible exchange and if they meet all the size and liquidity requirements on that exchange.

     Only stocks that have a full market capitalization exceeding US$50 million are eligible for the index universe.

     In addition, to be included in the index universe, a security must:

          Investable Index Universe

     Any stocks from the index universe that have had ten or more non-trading days in a three-month period prior to a quarterly review are ineligible for inclusion in the Underlying Index. Companies with a free-float (or shares available to foreign investors) of less than 5% for existing index components or less than 10% for new components are ineligible for inclusion.

     In addition to the above, stocks that are currently not in the Underlying Index must meet the following size and liquidity requirements:

     For stocks already in the Underlying Index the following applies:

The Index Owner can, in exceptional cases, use price sources other than the home market even if these price sources are less liquid than the home market listing.

     For each stock, the pricing from the respective home market is used. In cases where ADRs, GDRs or similar products, or a secondary listing exists either on an exchange in the U.S., Canada or in the UK, the alternative price source is used (instead of the home market price source) if it meets at least three-times the standard liquidity requirements at a quarterly review, i.e.:


JPMorgan Structured Investments — TS-10
Reverse Exchangeable Notes Linked to the Market Vectors Junior Gold Miners ETF

          The Index Owner can, in exceptional cases, use price sources other than the home market even if these price sources are less liquid than the home market listing. Once the price source is switched to the alternative price source, the standard liquidity requirements apply again.

          Index Constituent Selection

     The Underlying Index is reviewed on a quarterly basis. The Index Owner can, in exceptional cases, add stocks to the Underlying Index and also remove stocks from the Underlying Index.

     The target coverage of the Underlying Index is 100% of the free-float market capitalization of the investable universe with at least 25 companies. Index constituents are selected using the following procedure:

          (1)

All companies in the index universe are valued by full market capitalization (all secondary lines are grouped). All companies (and not securities) are sorted by full market capitalization in descending order.

   

          (2)

Companies covering the top 90% of the full market capitalization are excluded. Only companies ranking between 90% and 98% qualify for the selection. Existing index companies ranking between 80% and 90% or 98% and 99% also qualify for the selection.

   

          (3)

All companies which qualified in step 2 are now viewed as securities (companies with secondary lines are un-grouped and treated separately). Only securities that meet all requirements of the investable index universe are added to the Underlying Index.

     The revenue quota for each company is reviewed quarterly; only companies with at least 50% of their revenues in the gold or silver sector are eligible. The revenue quota for companies that have already been in the Underlying Index may drop to 25% and these companies would still be eligible. The Index Owner can, in exceptional cases, add stocks to the Underlying Index with a lower revenue portion.

          Review Schedule

     The Underlying Index is reviewed quarterly and changes to the Underlying Index are implemented and based on the closing prices of the third Friday of every quarter-end month (i.e., March, June, September and December). If the third Friday is not a business day, then the review will take place on the last business day before the third Friday. If an index constituent does not trade on the third Friday of a quarter-end month, then the last available price for that index constituent will be used. Changes become effective on the next business day.

     The reviews are based on the (adjusted) closing data on the last business day in February, May, August and November. If an index constituent does not trade on the last business day in February, May, August or November, then the last available price for this company will be used. The component changes to the Underlying Index are announced on the 2nd Friday in a quarter-end month (i.e., March, June, September and December). The Underlying Index data (e.g., new number of shares, new free-float factors, and new company weighting cap factors) is announced on the 2nd Friday in a quarter-end month (i.e., March, June, September and December). The weighting cap factors are based on closing data from on the 2nd Wednesday in a quarter-end month (i.e., March, June, September and December).

     For purposes of this Appendix A, “business day” means any day (other than a Saturday or Sunday) on which commercial banks and foreign exchange markets settle payments in Stuttgart and London.

          Ongoing Maintenance

     In addition to the periodic reviews, the Underlying Index is continually reviewed for corporate events (e.g., mergers, takeovers, spin-offs, delistings and bankruptcies) that affect the index components.

     Replacements. For all corporate events that result in a stock deletion from the Underlying Index, the deleted stock will be replaced immediately only if the number of components in the Underlying Index would drop below 22. The replacement stock will be added at the same weight as the deleted stock. In all other cases, the additional weight resulting from the deletion will be re-distributed proportionally across all other index constituents.

     Changes to Free-Float Factor and Number of Shares. Changes to the number of shares or the free-float factors due to corporate actions like stock dividends, splits, rights issues, etc. are implemented immediately and will be


JPMorgan Structured Investments — TS-11
Reverse Exchangeable Notes Linked to the Market Vectors Junior Gold Miners ETF

effective the next trading day (i.e., the ex date). All other changes are implemented at the quarterly review and will be effective the next trading day after implementation.

     Illiquidity. Illiquid stocks are deleted immediately if their illiquidity is due to:

Changes are announced immediately, implemented three trading days later and become effective the next trading day after implementation. The Index Owner can, in exceptional cases or in temporary situations, decide differently.

     Initial Public Offerings (IPOs). An IPO stock is eligible for fast-track addition to the Underlying Index once (either at the next quarterly review if it has been trading for at least 30 days prior to the review snapshot dates (i.e., the last trading day in February, May, August or November) or else at the then following quarterly review). In order to be added to the Underlying Index the IPO stock has to meet the size and liquidity requirements:

     Changes due to Mergers & Takeovers. A merger or takeover is deemed successful if it has been declared wholly unconditional and has received approval of all regulatory agencies with jurisdiction over the transaction. The result of a merger or takeover is one surviving stock and one or more non-surviving stocks that may not necessarily be de-listed from the respective trading system(s). A surviving stock that does not qualify for the Underlying Index will be deleted immediately. A surviving stock that qualifies for the Underlying Index is added to the Underlying Index and replaces the largest of the original stocks. The Index Owner can, in exceptional cases, decide differently.

     Changes due to Spin-Offs. Each spin-off stock is immediately added to the Underlying Index for at least one trading day. If a spin-off company does not qualify for the Underlying Index it will be deleted based on its first closing price. The Index Owner can, in exceptional cases, decide differently.

     Index Calculation

     The value of the Underlying Index is calculated using the Laspeyres’ formula, rounded to two decimal places, with stock prices converted to U.S. dollars:

where (for all stocks (i) in the Underlying Index):

pi = stock price (rounded to four decimal places);

qi = number of shares;

ffi = free-float factor (rounded to two decimal places);

fxi = exchange rate (local currency to U.S. Dollar) (rounded to six decimal places);

cfi = sector-weighting cap factor (if applicable, otherwise set to 1) (rounded to six decimal places);

M = free-float market capitalization of the Underlying Index; and


JPMorgan Structured Investments — TS-12
Reverse Exchangeable Notes Linked to the Market Vectors Junior Gold Miners ETF

D = divisor (rounded to six decimal places).

          Free-Float

     The Underlying Index is free-float adjusted—that is, the number of shares outstanding is reduced to exclude closely held shares from the index calculation. At times, other adjustments are made to the share count to reflect foreign ownership limits. These are combined with the block-ownership adjustments into a single multiplier. To avoid unwanted double counting, either the block-ownership adjustment or the restricted stocks adjustment is applied, whichever produces the higher result.

          Sector-Weighting Cap Factor

     Companies determined to be “silver” stocks may not constitute more than 20% of the Underlying Index. If at a quarterly review, the aggregated weighting of all silver stocks represents more than 20% of the Underlying Index, a sector-weighting cap factor is applied. The sector-weighting cap factor is calculated to ensure that the aggregated weighting of all gold stocks will not be less than 80% and the aggregated weighting of all silver stocks is capped at 20%. If the aggregated weighting of all gold stocks represents more than 80% of the Underlying Index, then no sector-weighting cap factor is needed.

          Company-Weighting Cap Factors

     Companies in the Underlying Index are weighted according to their free-float market capitalization. To ensure portfolio diversity, the company-weighting cap factors are applied to individual companies if they exceed a certain weight in the Underlying Index. The company-weighting cap factors are reviewed quarterly and applied, if necessary.

     The company-weighted cap factors are applied differently to gold companies and silver companies. For gold companies, all companies are ranked by their free-float market capitalization, and the maximum weight for any single stock is 8.0%. If a stock exceeds the maximum weight, then the weight will be reduced to the maximum weight and the excess weight shall be re-distributed proportionally across all other index constituents. This process is repeated until no stocks have weights exceeding the respective maximum weight.

     The company-weighting scheme will be applied to the largest stocks and the excess weight after each step shall be re-distributed across all other (smaller) stocks in the Underlying Index on a proportional basis:

     For silver companies, the maximum weight of any single silver stock is 4.5% and the excess weight will be redistributed proportionally across all other silver stock index constituents. If the excess weight cannot be redistributed proportionally across all other silver stock index constituents due to the weight restriction of 4.5%, then the remaining excess weight will be re-distributed proportionally across all other gold stock index constituents.

          Divisor Adjustments

     Index maintenance should not change the level of the Underlying Index. This is accomplished with an adjustment to the divisor. Any change to the stocks in the Underlying Index that alters the total market value of the Underlying Index while holding stock prices constant will require a divisor adjustment.


JPMorgan Structured Investments — TS-13
Reverse Exchangeable Notes Linked to the Market Vectors Junior Gold Miners ETF

where Δ MC is the difference between closing market capitalization and adjusted closing market capitalization of the Underlying Index.

          Data Correction

     Incorrect or missing input data will be corrected immediately.

          Corporate Action Related Adjustments

     Corporate actions range widely from routine share issuances or buy backs to unusual events like spin-offs or mergers. These are listed on the table below with notes about the necessary changes and whether the divisor will be adjusted.

          Special cash dividend Divisor change: Yes
               pi, adjusted = pi – (Dividend x (1 – Withholding Tax))
  
          Split Divisor change: No
               Shareholders receive “B” new shares for every “A” share held.
               
  

               

 

          Rights offering Divisor change: Yes
  
               Shareholders receive “B” new shares for every “A” share held.
               If the subscription-price is either not available or not smaller than the closing price, then no adjustment will be done.
  
               

               

          Stock dividend Divisor change: Yes
  
               Shareholders receive “B” new shares for every “A” share held.
               
  
               
  
          Spin-offs Divisor change: Yes
  
               Shareholders receive “B” new shares for every “A” share held.
 

JPMorgan Structured Investments — TS-14
Reverse Exchangeable Notes Linked to the Market Vectors Junior Gold Miners ETF

               

 

  
          Addition/deletion of a company Divisor change: Yes
    

               Net change in market value determines the divisor adjustment.

 

  

          Changes in shares outstanding

Divisor change: Yes

  
               Any combination of secondary issuance, share repurchase or buy back will be updated at the quarterly review.
 
          Changes to free-float Divisor change: Yes
 

               Increasing (decreasing) the free-float increases (decreases) the total market value of the Underlying Index and changes will be updated at the quarterly review.

     With corporate actions where cash or other corporate assets are distributed to shareholders, the price of the stock will drop on the ex-dividend day (the first day when a new shareholder is not eligible to receive the distribution.) The effect of the divisor adjustment is to prevent the price drop from causing a corresponding drop in the Index.

     Corporate actions are announced at least three days prior to implementation.

          Dissemination

     The Underlying Index is calculated weekdays between 01:00 and 23:30 (CET) and the index values are disseminated to data vendors every 15 seconds. The Underlying Index is disseminated on days when at least one of the underlying stock exchanges of the Underlying Index is open for trading.


JPMorgan Structured Investments — TS-15
Reverse Exchangeable Notes Linked to the Market Vectors Junior Gold Miners ETF