December 2011

Building a Case for Structured Investments

Building a Case for Structured Investments

Introduction

Financial advisors today face a variety of challenges when it comes to building
and managing portfolios for their clients. Each investor has individualized
goals and needs. Each investor has a unique view of what the optimal mix of risk
and reward should be. Each investor needs to balance the desire for growth
against the need to control or reduce the risk of losses. In recent years, the
arsenal of investment tools advisors have had at their disposal has grown beyond
the traditional mix of stocks, bonds, and cash equivalent investments.
Alternative investments, including hedge funds and private equity, have become
increasingly popular among wealthy investors. The number and variety of exchange
traded funds (ETFs) have exploded. Real estate investment trusts (REITs) have
become a mainstream investment choice. And, over the past several years,
Structured Investments have become part of the mix.

Structured Investments have become increasingly popular over the past several
years. According to StructuredRetailProducts.com, approximately $49 billion in
new products were issued to U.S. investors from January 1, 2011 through October
31, 2011. Nearly $55 billion were issued in 2010, up from $34 billion in 2009
and $37.5 billion in 2008.[1]

What's holding back broader acceptance of Structured Investments? The primary
roadblock seems to be awareness and education. U.S. investors simply are not
familiar with the majority of these investments.

This report examines the role that Structured Investments can play in a
diversified portfolio and how they can help meet a variety of objectives,
including risk reduction. This report defines the most common types of
Structured Investments available today and discusses the benefits and risks of
each type of investment, along with practical applications on how they can be
incorporated into actual portfolio allocations across multiple asset classes.
The goal is to build greater awareness of Structured Investments by educating
registered representatives and financial advisors, as well as their clients,
about the potential benefits of a strategic allocation to these products.

(1) www.structuredretailproducts.com. Information contained in this website is
not incorporated by reference in, and should not be considered part of, this
report.

The discussion contained in the following pages is for educational and
illustrative purposes only. The preliminary and final terms of any securities
offered by JPMorgan Chase and Co. will differ from those set forth in general
terms in this report and any such final terms will depend on, among other
things, market conditions on the applicable launch and pricing dates for such
securities. Any information relating to performances contained in these
materials is illustrative and no assurance is given that any indicated returns,
performance, or results, whether historical or hypothetical, will be achieved.
The information in this report is subject to change, and J.P. Morgan undertakes
no duty to update these materials or to supply corrections. This material shall
be amended, superseded, and replaced in its entirety by a subsequent preliminary
or final term sheet and/or pricing supplement, and the documents referred to
therein, which will be filed with the Securities and Exchange Commission, or
SEC. In the event of any inconsistency between the materials presented in the
following pages and any such preliminary or final term sheet or pricing
supplement, such preliminary or final term sheet or pricing supplement shall
govern.

IRS Circular 230 Disclosure: This communication was written in connection with
the promotion or marketing, to the extent permitted by applicable law, of the
transaction(s) or matter(s) addressed herein by persons unaffiliated with
JPMorgan Chase and Co. However, JPMorgan Chase and Co. and its affiliates do not
provide tax advice. Accordingly, to the extent this communication contains any
discussion of tax matters, such communication is not intended or written to be
used, and cannot be used, for the purpose of avoiding tax-related penalties. Any
recipient of this communication should seek advice from an independent tax
advisor based on the recipient's particular circumstances.


December 2011
2

Demystifying Structured Investments

All Structured Investments are designed to meet specific investment objectives,
whether it is preservation of principal, subject to the credit risk of the
issuer, or enhanced returns (alpha). They provide individual investors with an
opportunity to access a diverse array of asset classes, such as commodities and
foreign currencies, which in the past were primarily available to institutional
investors.

Rather than viewing Structured Investments as a separate and distinct asset
class, many financial advisors treat them as a subcategory within each of the
primary asset classes. For example, equity-linked Structured Investments can be
viewed as part of a client's allocation to equities. Financial advisors and
their clients can use Structured Investments to achieve greater diversification,
to gain or hedge exposure to certain asset classes, or to align portfolios with
a particular market or economic view.

One of the unique characteristics of Structured Investments is that they provide
asymmetrical returns, with performance that is higher or lower than returns
derived from a direct investment in a particular asset class. This non-linear
performance profile can help clients plan for specific financial milestones,
such as paying for college. For example, a Market Linked Note that is held to
maturity can provide clients who are planning for retirement with additional
equity exposure, along with full repayment of principal at maturity, subject to
the credit risk of JPMorgan Chase and Co. With today's retirees enjoying longer
lives than past generations, these features are more important than ever.

Structured Investments usually combine a debt security with exposure to an
underlying asset, such as equities, ETFs, foreign currencies, commodities, or a
basket of different indices. In this regard, they are considered to be
derivative investments. To many investors, the word "derivative" is synonymous
with "risky". In practice, however, certain Structured Investments are often
used as a means of reducing risk by offering full repayment of principal at
maturity (subject to the credit risk of the issuer), while providing the
potential to outperform in range-bound markets.

Generally, Structured Investments can help investors achieve two primary
objectives: higher potential returns in a range-bound market with or without
full repayment of principal at maturity, subject, of course, to the credit risk
of the issuer, as well as alternatives for potentially generating higher yields
in a low-return environment.

It is important for investors to understand and consider carefully the unique
features of a particular Structured Investment and their own risk profiles
before making an investment decision, as Structured Investments offer
risk-return profiles that vary from product to product and may not be suitable
for all investors.

Building a Case for Structured Investments

                                                                               3

Investment Returns without Downside Market Risk:

Market Linked Notes

Market Linked Notes combine some of the features of a fixed-income security,
such as full repayment of principal at maturity, subject to the credit risk of
the issuer, with the potential for capital appreciation that can be derived from
different types of underlying assets, including equities. They are designed to
return your initial investment at maturity, subject to the credit risk of the
issuer, while providing the opportunity to participate in the gains on an equity
investment. Depending on the specific offering, Market Linked Notes may offer
full upside participation or they may be subject to a maximum return. In all
cases, clients forgo dividends and interest payments.

Market Linked Notes typically mature within one to five years, and clients must
hold them until maturity to receive their initial investment back at maturity,
subject to the credit risk of the issuer. Maturities shorter than three years
typically have a cap or maximum return. Generally, Market Linked Notes are
issued as registered notes in $1,000 denominations. They can be linked to a
variety of underlying assets, including an equity index, a basket of equities,
ETFs, commodities, currencies or J.P. Morgan proprietary indices. Many investors
hold Market Linked Notes in tax-deferred accounts. This report focuses on a
registered note linked to an equity index.

Anatomy of a Market Linked Note

The below example illustrates a Market Linked Note offering repayment of
principal in full at maturity (subject to the credit risk of the issuer) that is
linked to an equity index. As illustrated in figure 1, when creating a market
linked investment, the issuer invests in both a zero coupon bond and equity call
options. First, they use a portion of the available assets to structure a zero
coupon bond that matches the maturity date and principal amount of the Market
Linked Note.

[GRAPHIC OMITTED]

December 2011
4

Unlike regular bonds, zero coupon bonds are issued at a discount to their face
value and do not pay interest. This means that issuers can structure a bond that
will return $1,000 at maturity for an upfront investment of less than $1,000.
The difference between the bond's value at maturity and the amount paid
represents the bond's implied return.

By investing in zero coupon bonds, the issuers are seeking to ensure that the
Market Linked Note will offer full repayment of principal at maturity. The
investor's direct credit risk is limited to the financial well-being of the
issuer (in this case, JPMorgan Chase and Co.).

Zero coupon bonds are issued at a discount to their face value. The discount
provides the issuer excess capital to invest. In this example, the issuer will
use the excess capital to structure call options on a broad-based equity index,
such as the S and P 500[] Index. A call option gives an investor the right (but
not the obligation) to buy an investment in the index at a specified price
within a specific period of time. The call options typically have an expiration
date that matches the maturity date of the zero coupon bond, along with a
"strike price", or entry point, that matches the current value of the index. If
the underlying asset (the S and P 500 Index) increases in value, the value of
the call option will also increase.

Risk/Reward

As referenced above, Market Linked Notes allow investors to participate in some
but typically not all of the gains in an equity index via an embedded call
option. To pay for the downside market protection provided by the embedded zero
coupon bonds, the investor forfeits all dividend income, and may also forgo a
portion of any gains in the equity index. The percentage of the potential gains
that investors receive--known as the "participation rate"--will vary for each
Market Linked Note, depending on the underlying asset, the maturity date, and
the minimum and maximum return payouts.

The participation rate is primarily determined by two factors: the remaining
capital available after structuring the zero coupon bond and the price of the
embedded equity call option. The price paid for the embedded equity call option
depends upon the implied volatility of the equity index purchased.

Building a Case for Structured Investments

                                                                               5

Generally, higher market volatility leads to higher prices for index call
options. There is no way to control this; therefore, the participation rate will
be determined by market conditions at the time of issuance. When volatility is
lower, participation rates are higher, and vice versa.

Market Linked Note Performance under Different Market Conditions

Figure 2 illustrates how a Market Linked Note might perform under varying market
conditions. In this hypothetical example, you invest $1,000 in a Market Linked
Note linked to the S and P 500 Index. The Market Linked Note matures in five
years and offers a participation rate of 90%. This means that, should the S and
P 500 move higher, you would participate in 90% of those gains.

If, at the note's maturity, the S and P 500 had risen 20%, you would receive
your original investment ($1,000), subject to the credit risk of JPMorgan Chase
and Co., plus a return of 18% ($1,000 x 90% (0.90) x 20% (0.20) = $180). While
the Market Linked Note gained less than a direct investment in the index would
have returned ($200 plus the dividend yield), you can take comfort in the fact
that the payout formula of the Market Linked Note was designed to return your
initial investment at maturity, subject to the credit risk of JPMorgan Chase and
Co.

Now consider what happens if the S and P 500 were to decline 20% at maturity
(figure 2). Rather than incurring a $200 loss, you would be entitled to the full
repayment of your principal at maturity, subject to the credit risk of JPMorgan
Chase and Co. As this example demonstrates, Market Linked Notes offering full
repayment of principal and held to maturity will always outperform a direct
investment in an index during periods of market declines, assuming no default by
the issuer of the Market Linked Notes, and may underperform during periods of
market gains.

Are Market Linked Notes Right for You?

If you are saving and investing for life's major milestones, tend to avoid
equities altogether, or often make risky bets in an effort to break even on
stocks that have lost value, Market Linked Notes may be an appropriate
investment for you. Do you recognize yourself in any of the following profiles?

Figure 2: Example--Market linked note linked to the S and P 500 Index with a 5-year
maturity and a 90% participation rate

[GRAPHIC OMITTED]

December 2011
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Focused on Life's Milestones

People who are investing for a specific long-term goal, such as future college
expenses, retirement, or a vacation home, usually have a good idea of the
minimum amount they will need to meet their objective. For these investors,
returns over and above their goal are "nice to have," but not a necessity. On
the other hand, they cannot tolerate the idea of failing to meet their goal, and
thus they often favor fixed income or cash investments over more volatile
equities. Due to the fact that yields on fixed income products have been at or
near historical all-time lows, it requires a higher proportion of capital
invested in fixed income now than in the past to achieve the same investment
goal.

Risk Averse

All investments entail a trade-off between risk and reward. Investors typically
will take on more risk when they are convinced that the potential for higher
returns outweighs the risk of losses. Some investors, however, have such a high
degree of loss aversion that they have difficulty taking on even a conservative
amount of market risk.

According to the prospect theory of behavioral finance researchers, these
investors evaluate gains and losses in an entirely different manner, attributing
more importance to investment losses than investment gains. Whereas these
investors are happy when they gain $100, they are not twice as happy when they
gain $200. Conversely, they consider a $100 loss more important than a $100
gain. This tendency to avoid any losses relegates their portfolio to fixed
income and cash investments. While these investors may never find equities
attractive, Market Linked Notes allow them to participate in potential equity
market gains while offering full repayment of principal at maturity, subject to
the credit risk of the issuer.

Those Who Cannot Let Go

On the other end of the risk spectrum, some investors have such a high degree of
confidence in their investment decisions that they have difficulty letting go of
poorly performing stocks. When a stock holding declines, they tend to take
increasingly risky bets in an effort to break even. Research has shown that
investors tend to hold on to poorly performing stocks even when it's clear that
they should have reallocated a portion of their funds to safer investments, such
as fixed income or cash. For investors who fit this profile, Market Linked Notes
offer an effective way to avoid reckless behavior without sacrificing the
potential for equity returns.

Building a Case for Structured Investments

                                                                               7

Certain Risk Considerations

Although Market Linked Notes may offer an alternative investment for those who
fit one of the profiles described above, they are subject to significant risks,
some of which are discussed below.

Market Linked Notes

[] Market risk: Returns on the Market Linked Notes at maturity are generally
linked to the performance of an underlying asset such as an index, and will
depend on whether, and the extent to which, the applicable index appreciates
during the term of the notes.

[] Payment on the notes is subject to the credit risk of JPMorgan Chase and Co.
Therefore the value of the notes prior to maturity will be subject to changes in
the market's view of JPMorgan Chase and Co.'s creditworthiness.

[] If JPMorgan Chase and Co. were to default on its payment obligations, you may
not receive any amount owed to you under the Market Linked Notes and could lose
your entire original investment.

[] You may receive no more than the full principal amount of your notes at
maturity if the underlying asset is flat or negative during the term of the
Market Linked Notes.

[] Returns on Market Linked Notes may be limited to a maximum return.

[] You may receive a lower payment at maturity than you would have received if
you had invested in the underlying asset directly.

[] If the underlying asset declines at the end of the term of the Market Linked
Notes, as compared to the beginning of the term, your gain may be zero.

[] Certain built-in costs are likely to adversely affect the value of the Market
Linked Notes prior to maturity. The original issue price of the Market Linked
Notes includes the commissions paid to any placement agent and the estimated
costs of hedging JPMorgan Chase and Co.'s obligations under the Market Linked
Notes. As a result, the price, if any, at which J.P. Morgan Securities LLC
(which we refer to as JPMS) may be willing to purchase the Market Linked Notes
from investors in secondary market transactions, if at all, will likely be lower
than the original issue price and any sale prior to the maturity date could
result in a substantial loss for investors.

[] Market Linked Notes offer no dividend or interest payments.

[] Lack of liquidity: JPMS, acting as agent for JPMorgan Chase and Co., may
offer to purchase the Market Linked Notes in the secondary market but is not
required to do so. The price, if any, at which JPMS may be willing to purchase
the Market Linked Notes from you in the secondary market, if at all, may result
in a significant loss of your principal.

[] The tax consequences of the Market Linked Notes may be uncertain. You should
consult your tax advisor regarding the U.S. federal income tax consequences of
an investment in the Market Linked Notes.

[] Many economic and market factors, such as volatility of the underlying asset,
time to maturity, interest rates and creditworthiness of JPMorgan Chase and Co.,
will impact the value of the Market Linked Notes prior to maturity.

[] Potential Conflicts: JPMorgan Chase and Co. and its affiliates play a variety
of roles in connection with the Market Linked Notes, including acting as a
calculation agent for the Market Linked Notes and hedging JPMorgan Chase and
Co.'s obligations under the Market Linked Notes. It is possible that such
hedging activities or other trading activities of JPMorgan Chase and Co. or its
affiliates could result in substantial returns for JPMorgan Chase and Co. or its
affiliates while the value of the Market Linked Notes declines.

[] Market Linked Notes may have complex payout structures that impact returns.
Investors should consider these structures carefully before investing in these
instruments.

The risks identified above are not exhaustive. Please see "Risk Factors" in the
applicable product supplement and "Selected Risk Considerations" in the term
sheet for additional information.


December 2011
8

IN BRIEF

Market Linked Notes

What benefits do Market Linked Notes provide?

Generally, Market Linked Notes offer a return at maturity that is linked to an
underlying asset, such as a broad market index or a basket of stocks. They
provide some of the features of a fixed income security, such as return of
principal at maturity (subject to the credit risk of the issuer), along with the
potential for capital appreciation that equities provide. Maturities range from
one to five years, and investors should plan to hold them to maturity.

What is the downside?

Investors forgo dividends and interest, and may also give up a portion of any
capital appreciation in exchange for full repayment of principal at maturity.
Any payment on Market Linked Notes is subject to the credit risk of the issuer.
Your ability to sell the Market Linked Notes prior to maturity may be limited.
Market Linked Notes are subject to additional risks, including those discussed
under "Certain Risk Considerations" above.

Market Linked Notes may be right for clients who:

[] Have a medium to long-term horizon (one to five years) and are saving to meet
specific financial goals, such as retirement or college.

[] Are loss-averse investors who typically avoid equities altogether.

[] Tend to make increasingly aggressive bets in an effort to break even on
poorly performing stocks.

[] Do not have an overly bullish outlook for the stock market.

Building a Case for Structured Investments

                                                                               9

Additional Asset Class Exposure with Partial Market Downside Protection, Subject
to the Credit Risk of JPMorgan Chase and Co.:

Buffered Return Enhanced Notes (BRENs)

Building a truly diversified portfolio means investing in a wide variety of
assets, such as stocks, bonds, and commodities. You can further diversify by
investing in different types of securities within each major asset class. For
example, you might divide your equity portfolio allocation among small and
large-cap stocks, international stocks, and emerging markets.

Following the market turbulence in 2008, more investors seem acutely aware of
volatility and the impact it can have on portfolio returns. However, a type of
Structured Investment, known as a Buffered Return Enhanced Note (BREN), can be
used as a tool to help reduce the risks of investing in certain volatile asset
classes, while providing partial protection against adverse market moves,
subject to the credit risk of JPMorgan Chase and Co.

The specific terms and conditions of each BREN vary, but they are typically
linked to the performance of a particular market index, such as the S and P
500[] Index or the iShares MSCI EAFE Index. They are often issued as senior
unsecured debt obligations, mature within one to five years, and are generally
issued in $1,000 increments. BRENs typically use leverage to provide investors a
return of as much as 150% to 200% of the positive performance of the underlying
index, up to a specified cap, and frequently provide a 10%-15% buffer from loss
in the case of negative performance of the underlying index, subject to the
credit risk of JPMorgan Chase and Co. In any case, to get the stated return an
investor must hold the note to maturity. Unlike a direct investment in an index,
investors forgo any dividend or interest income.

In most cases, BRENs are subject to a cap on gains, meaning that an investor
will forgo any appreciation above a specified maximum return. Depending on its
specific terms, a BREN may be treated as an open transaction for tax purposes.
Any gains that you do earn on a BREN may be taxed as long-term capital gains as
long as the investment is held unhedged for more than one year. Therefore, they
may be more appropriate for taxable accounts as opposed to investments with a
payout at maturity designed to return an investor's initial investment at
maturity. However, whether this tax treatment will be respected is uncertain, so
if you are considering purchasing a BREN in a taxable account, consult with your
own tax advisor first and refer to the tax disclosure in the prospectus.

In addition to enabling individual investors to access hard to reach asset
classes, BRENs feature a "buffer" that provides a partial return of your
investment at maturity, subject to the credit risk of JPMorgan Chase and Co.
Currently, these buffers typically range from 10% to 15%. A BREN with a 10%
buffer, for example, will return your entire principal to you, subject to the
credit risk of JPMorgan Chase and Co., if the index has declined by 10% or less
at final observation before maturity. However, if index losses are in excess of
10%, you begin to lose principal. In this example, you may lose up to 90% of
your principal at maturity, but, unless the BRENs are subject to downside
leverage and subject to the credit risk of JPMorgan Chase and Co., no more. If
you are comfortable taking on downside market risk, but prefer a buffer to
cushion against more substantial market losses, you may want to consider a BREN.

BREN Performance under Different Market Conditions

To understand how a BREN might perform under varying market conditions, consider
this hypothetical example. You invest $1,000 in a BREN linked to the S and P 500
Index that matures in 18 months.

December 2011
10

Figure 1: Buffered Return Enhanced Note. BREN pays 1.5 times upside of an index
with a 10% buffer, and 20% maximum return

[GRAPHIC OMITTED]

The BREN pays 1.5 times the appreciation of the index at final observation
before maturity up to a 20% cap, and offers a 10% buffer without any downside
leverage. This means that, if held to maturity, your investment will experience
principal losses only if the index declines by more than 10%, subject to the
credit risk of JPMorgan Chase and Co., and, if the return is positive, you will
have 1.5 times leveraged participation up to the 20% cap. Any payment on the
BREN is subject to the credit risk of the issuer. However, if the index declines
from its initial level by more than the buffer amount, you will lose 1% of the
principal amount of your investment for every 1% that the index has declined
beyond the buffer.

Figure 1 demonstrates what would happen if the underlying index for a BREN with
1.5x leverage, a 20% cap, and a 10% buffer you invested in appreciated 10% at
final observation before maturity. In this case, you would receive a total
return of 15%--1.5 times that of a direct investment in the index. If the index
declined 10% or less at final observation before maturity, you would receive
your $1,000 principal back, subject to the credit risk of JPMorgan Chase and Co.
As this example demonstrates, BRENs may outperform a direct investment in the
reference asset or index when the index declines in value between the inception
date and the final observation before maturity. What happens if the index
experiences a more pronounced decline? If, for example, the index closed down
20% at final observation before maturity, you would lose 10% of your principal.
This would result in a loss of $100, as opposed to the $200 loss that would have
resulted from a direct investment in the index. Any payments on BRENs are
subject to the credit risk of JPMorgan Chase and Co.

Building a Case for Structured Investments

                                                                              11

Buffered Return Enhanced Notes (BRENs)

Market Strategies:

The return of a BREN differs from that of a direct investment in an underlying
asset. The product is specifically designed to add alpha to the portfolios of
investors who anticipate low market returns in the near-term. A BREN allows you
to tailor an investment according to your market view, degree of desired market
downside protection, and investment objective. Typically, an investor in a BREN
structure has:

[] A moderately bullish view of the market and the conviction that the
underlying asset will be range-bound during the term of the investment.

[] A desire for partial market downside protection and is willing to take on
downside risk in order to get enhanced upside participation.

[] A primary objective of capital appreciation to be potentially achieved
through the BREN's enhanced upside participation.

Incorporating a BREN into a portfolio can reduce overall portfolio volatility
throughout the market cycle and ultimately reduce the standard deviation of
returns, primarily due to the buffer on the downside. Any payment on a BREN is
subject to the credit risk of JPMorgan Chase  and  Co.

Structures:

You can add a BREN to your portfolio to reshape and manage risk. To articulate a
view on the market, customization of a structure is possible. The structure of
the BREN can be customized to:

[] Lever returns that an investor deems likely to occur;

[] Protect against market sells-offs an investor deems possible; or

[] Cap returns an investor deems unlikely to occur.

Any payment on a BREN is subject to the credit risk of JPMorgan Chase  and  Co.

Underlying Investments:

Structured Investments, including BRENs, allow access to hard-to-reach
underlying assets such as alternative investment strategies, commodities, and
international equities. Not only can an investor use a BREN to gain access to
individual indices and ETFs, but a BREN can also be linked to a basket of
indices and ETFs. This flexibility may be used to implement views on the
specific relevant underlying assets.

12 December 2011

Including BRENs in Your Portfolio

Buffered Return Enhanced Notes can provide exposure to an underlying asset on
which an investor has a particular market view. BRENs can create an additional
source of structural alpha, tailored to your investment view, risk tolerance,
and diversification goals. For example, you may be interested in investing in
the S and P 500 Index, but could be concerned with the historical volatility of
the index and large cap volatility in particular. Accessing the index through a
BREN has the potential to allow for lower volatility than investing directly in
the S and P 500, while maintaining upside return potential.

Adding a BREN to your portfolio not only allows you to tailor a product to fit a
market outcome you anticipate, but also can serve to fit a desired portfolio
allocation to the underlying asset class.

Investing in a BREN linked to the iShares MSCI Emerging Markets Index Fund, for
example, gives the investor a note with a payout that is linked to an equity
exposure, via an ETF. The investor is utilizing a BREN (note) to gain access to
a thematic ETF (equity). This alpha-generating product can be used as an equity
allocation alongside a passive allocation to ETFs to create an integrated equity
portfolio.

Certain Risk Considerations

Although BRENs may offer an alternative investment for those with a market view
described above, BRENs are subject to significant risks, some of which are
discussed below.

Buffered Return Enhanced Notes (BRENs)

[] Market risk: Returns on the BRENs at maturity are generally linked to the
performance of an underlying asset such as an index, and will depend on whether,
and the extent to which, the applicable index appreciates during the term of the
notes.

[] BRENs do not guarantee any return of principal.

[] Your investment in the BRENs may result in a loss if the underlying index
declines by more than the buffer amount at the final observation date from the
initial level.

[] Payment on the notes is subject to the credit risk of JPMorgan Chase and Co.
Therefore the value of the notes prior to maturity will be subject to changes in
the market's view of JPMorgan Chase and Co.'s creditworthiness.

[] If JPMorgan Chase and Co. were to default on its payment obligations, you may
not receive any amount owed to you under the BRENs and could lose your entire
original investment.

[] Certain built-in costs are likely to adversely affect the value of the BRENs
prior to maturity. The original issue price of the BRENs includes the
commissions paid to any placement agent and the estimated costs of hedging
JPMorgan Chase and Co.'s obligations under the BRENs. As a result, the price, if
any, at which J.P. Morgan Securities LLC (which we refer to as JPMS) may be
willing to purchase the BRENs from investors in secondary market transactions,
if at all, will likely be lower than the original issue price and any sale prior
to the maturity date could result in a substantial loss for investors.

[] Your gain on the BRENs may be limited by a specified maximum return.

[] The buffer provides only limited protection against loss and applies only if
the BRENs are held to maturity.

[] The BRENs offer no dividend or interest payments or voting rights.

(continued on page 14.)

Building a Case for Structured Investments

                                                                              13

Certain Risk Considerations (continued)

[] Lack of liquidity: JPMS, acting as agent for JPMorgan Chase  and  Co., may offer
to purchase the BRENs in the secondary market but is not required to do so. The
price, if any, at which JPMS may be willing to purchase the BRENs from you in
the secondary market, if at all, may result in a significant loss of your
principal.

[] Many economic and market factors, such as volatility of the underlying asset,
time to maturity, interest rates and creditworthiness of JPMorgan Chase  and  Co.,
will impact the value of the BRENs prior to maturity.

[] Potential Conflicts: JPMorgan Chase  and  Co. and its affiliates play a variety
of roles in connection with the BRENs, including acting as a calculation agent
for the BRENs and hedging JPMorgan Chase  and  Co.'s obligations under the BRENs.
It is possible that such hedging activities or other trading activities of
JPMorgan Chase  and  Co. or its affiliates could result in substantial returns for
JPMorgan Chase  and  Co. or its affiliates while the value of the BRENs declines.

[] The tax consequences of the BRENs may be uncertain. You should consult your
tax advisor regarding the U.S. federal income tax consequences of an investment
in the BRENs.

[] The BRENs may have complex payout structures that impact returns. Investors
should consider these structures carefully before investing in these
instruments.

The risks identified above are not exhaustive. Please see "Risk Factors" in the
applicable product supplement and "Selected Risk Considerations" in the
applicable term sheet for additional information.

IN BRIEF

Buffered Return Enhanced Notes (BRENs)

What benefits do they provide?

BRENs allow you to invest in more volatile and sometimes hard-to-access asset
classes. They provide the potential of leveraged returns along with protection
of a portion of your investment, subject to the credit risk of JPMorgan Chase  and
Co. Maturities range from one to five years depending on a BREN's specific
economics, and it may be treated as an open transaction for U.S. federal income
tax purposes. However, whether this tax treatment will be respected is
uncertain. You may receive long term capital gains tax treatment if you hold a
BREN unhedged more than one year.

What is the downside?

In order to provide leveraged returns, some BRENs (typically those with 150% to
200% leverage) include a cap on the upside return. If the market index rises
dramatically, you will forgo gains beyond the cap. If the market declines
dramatically, the majority of your capital would be at risk. Investors forgo
dividends and interest, and may also give up a portion of any capital
appreciation in exchange for full repayment of principal at maturity. Any
payment on BRENs is subject to the credit risk of the issuer. Your ability to
sell the BRENs prior to maturity may be limited. BRENs are subject to
additional risks, including those discussed under "Certain Risk Considerations"
above.

BRENs may be right for you if you:

[] Are looking to diversify your taxable portfolio and gain exposure to
additional asset classes.

[] Are comfortable with downside risk, but want protection of a portion of your
investment, subject to the credit risk of JPMorgan Chase and Co.

[] Are looking to generate returns beyond those available in moderately rising
or range-bound markets.


December 2011
14

Augmenting Returns in a Low Return Environment:

Reverse Exchangeables

If you believe that returns for stocks are likely to be range-bound over the
short term, a Reverse Exchangeable can help you implement this view. Reverse
Exchangeables enable you to earn potentially higher yields in a low-return
environment. In return, an investor in a Reverse Exchangeable should be willing
to risk losing some or all of their initial investment at maturity.

Anatomy of a Reverse Exchangeable

A Reverse Exchangeable is a hybrid security that pays a fixed coupon and
provides contingent protection for your initial investment, so long as the
underlying asset does not decline below a stated initial level by more than a
specified contingent buffer amount on any day during the term of the note. The
specific terms and conditions of every Reverse Exchangeable vary, but they are
typically linked to the performance of a particular stock, a basket of stocks,
an exchange traded fund or a stock market index. Reverse Exchangeables are
issued as registered notes, generally mature within one year or less, and trade
in $1,000 increments. Reverse Exchangeables have contingent protection, which
means that subject to the credit risk of JPMorgan Chase and Co., your principal
is protected unless the contingent buffer is breached at the close on any day
during the term of the note, at which point a knock-out event has occurred and
you are then exposed to 100% of any depreciation in the underlying stock from
the initial price to the final price on the final observation date. Any payment
on a Reverse Exchangeable is subject to the credit risk of JPMorgan Chase and
Co.

A Reverse Exchangeable is designed for investors who seek a higher interest rate
than the current dividend yield on the particular underlying stock or the
current yield on a conventional debt security with the same maturity issued by
JPMorgan Chase and Co. or an issuer with a comparable credit rating. Investors
should be willing to forgo the potential to participate in the appreciation of
the underlying stock, be willing to accept the risks of owning equities in
general and the underlying stock in particular and be willing to lose some or
all of their principal at maturity. Unlike a direct investment in a stock,
however, your maximum return on a Reverse Exchangeable is limited to the coupon
amount. If the underlying stock appreciates in value during the term of the
note, you do not participate in those gains. Therefore, a Reverse Exchangeable
may be appropriate if you believe that the return on the underlying stock will
be lower than the coupon rate you can earn over the short term of the note
(typically one year or less), and that the underlying stock will not decline
below the stated initial price by more than the specified contingent buffer
amount at the close of any day during the term of the note. Any payment on a
Reverse Exchangeable is subject to the credit risk of JPMorgan Chase and Co.

The coupon on a Reverse Exchangeable is determined by the volatility of the
underlying asset, as well as the amount of contingent protection. The dividend
yield, if applicable, of the underlying asset will also factor into the coupon
rate--the higher the dividend, the higher the coupon rate. Once determined, the
coupon rate remains fixed regardless of how the underlying asset performs. The
frequency of interest payments varies and may occur periodically throughout the
term of the note or be paid in full at maturity. In all cases, the frequency of
interest payments is determined and specified at inception. Any interest on a
Reverse Exchangeable is subject to the credit risk of JPMorgan Chase and Co.

Reverse Exchangeables feature a "contingent buffer" which typically ranges
between 20% and 30% (but could be less or more) and allows you to receive a full
repayment of your principal at maturity so long as the underlying asset does not
decline by more than the buffer amount during the term of the note. While not
all Reverse Exchangeables are monitored at the close of business each day, the
example we will refer to has daily end-of-business monitoring for a "knock-out"
event. In all scenarios, your payment at maturity is subject to the credit risk
of JPMorgan Chase and Co.

Building a Case for Structured Investments

                                                                              15

This buffer disappears or gets "knocked out" if, on any day over the term of the
note, the underlying asset closes below the initial price by more than the
specified contingent buffer amount. Under these circumstances, you will lose
some or all of your principal at maturity unless the asset closes at or above
its initial price on the final observation date. If the buffer knocks out and
the underlying asset is a stock and it closes below its initial price on the
final observation date, you will receive physical settlement at maturity, that
is, a number of actual shares of the underlying stock equal to the principal
amount divided by the initial price of the underlying stock or the cash value of
those actual shares. The market value of the shares (or the cash value of those
shares) you receive will most likely be substantially less than the principal
amount of your notes and may be zero. Reverse Exchangeables linked to a
commodity or an index or ETF offer cash settlement under these circumstances,
the value of which will also most likely be substantially less than the
principal amount of your notes and may be zero. You should be comfortable with
the prospect of holding shares of the underlying stock (assuming the underlying
asset is a single stock) before investing in a Reverse Exchangeable and
understand that in the event the buffer knocks out you may be delivered shares
or the cash value of the underlying asset, with that payment likely worth less,
or in some circumstances substantially less, than your initial investment.

Reverse Exchangeable Performance under Different Market Conditions

To understand how a Reverse Exchangeable might perform under varying market
conditions, consider the following hypothetical example. You invest $1,000 in a
Reverse Exchangeable linked to ABC stock. ABC stock is trading at $10 a share
initially. The Reverse Exchangeable pays a coupon rate of 12% per annum and
includes a 20% contingent buffer (or $2).

There are several possible outcomes that can occur when a Reverse Exchangeable
matures (see figure 1). If the underlying stock never falls below the level at
which its contingent buffer would be eliminated ($8) for the remaining term of
the note, you are entitled to a repayment of principal in full at maturity,
along with any accrued interest due, subject to the credit risk of JPMorgan
Chase and Co.

For example, if the lowest closing price of ABC stock during the term of the
note was $8.50, you would receive your entire principal back ($1,000), along
with 12% per annum interest. Because the stock never breached the 20% contingent
buffer by falling below $8 a share during the term of the note, you are entitled
to a repayment of principal in full at maturity. All payments on the Reverse
Exchangeable are subject to the credit risk of JPMorgan Chase and Co.


You would also receive your entire principal back ($1,000), along with 12% per
annum interest, subject to the credit risk of JPMorgan Chase and Co., if ABC
stock breached the buffer, falling below $8 during the term of the note, but
then closed at or above the initial price of $10 a share on the final
observation date. Because your maximum return is limited to the coupon amount,
you would not participate in any appreciation of the underlying stock.

Now consider what would have happened if ABC stock had fallen below $8 on the
close on any day during the term of the note and then also closed below the
initial price of $10 on the final observation date. In this case, a knock-out
event occurred and you would receive physical delivery of 100 shares of ABC
stock at maturity or its equivalent in cash, along with any accrued interest.
The number of shares you receive is determined by dividing the principal amount
($1,000 in this case) by the initial price of the underlying stock ($10 in this
case). Because the stock closed below the initial price on the final observation
date, this physical delivery will be worth less, and in some circumstances
substantially less, than your initial investment and may be zero.

If the Reverse Exchangeable settled in cash, the cash payment would reflect the
decreased price of the underlying stock on the final observation date as
compared to the initial price and you could similarly lose some or all of your
principal at maturity. For example, if ABC stock was worth $5 on the final
observation date, you would be delivered 100 shares of stock with a market value
of $500 on the final observation date (or $500 in cash if the Reverse
Exchangeable is settled in cash), which is a 50% loss in principal.


December 2011
16

Figure 1: Potential Return: Reverse Exchangeable on ABC stock

[GRAPHIC OMITTED]

Source: J.P. Morgan

In the scenario above, the coupon rate that you receive offsets some of the loss
of your principal due to the decline in the value of the underlying stock, but
may not be sufficient to offset fully such a loss and you may still lose some or
substantially all of your initial investment. For example, in the scenario
described in the preceding paragraph, assuming the Reverse Exchangeable has a
term of one year, the $120 in interest payments received will not be sufficient
to offset fully the $500 loss in principal, resulting in a net loss of $380.

Due to its coupon rate and contingent buffer, a Reverse Exchangeable may
outperform its underlying asset in a declining market. However, the maximum
return is the coupon rate. Therefore, you must be willing to forgo any
appreciation in the value of the underlying asset in exchange for the coupon
payments as well as accept risks of loss of your principal. If you have a
stable to moderately bullish short-term outlook, are seeking a coupon rate that
is higher than current yields, and are comfortable taking on market downside
risk, you may want to consider a Reverse Exchangeable.

Certain Risk Considerations

Reverse Exchangeables

[] Payment on the notes at maturity is subject to the credit risk of JPMorgan
Chase and Co. Therefore, the value of a Reverse Exchangeable prior to maturity
is subject to changes in the market's view of the creditworthiness of JPMorgan
Chase and Co. If JPMorgan Chase and Co. were to default on its payment
obligations, you may not receive any amounts owed to you under the Reverse
Exchangeable and could lose your entire investment.

[] An investment in a Reverse Exchangeable may result in a loss. []Reverse
Exchangeables do not guarantee any return of principal.

[] Under certain circumstances, you will receive at maturity a pre-determined
number of shares of the applicable underlying stock (if the underlying asset is
a stock) or an amount in cash that reflects the depreciation of the underlying
asset from the initial level to the final level on the final observation date.
The market value of those shares (or any cash amount paid at maturity) will most
likely be less than the principal amount invested and may be zero.

Building a Case for Structured Investments

                                                                              17

Certain Risk Considerations

Reverse Exchangeables

[] For each $1,000 principal amount note, your maximum return at maturity is
$1,000 plus any accrued and unpaid interest, regardless of any appreciation in
the value of the applicable underlying asset, which may be significant.

[] The return on a Reverse Exchangeable may be significantly less than the
return on a direct investment in the applicable underlying asset.

[] The contingent buffer may terminate on any day during the term of the Reverse
Exchangeable. If on any day during the term of the notes the closing price of
the underlying asset declines below the initial level by more than the
contingent buffer amount, you will at maturity be fully exposed to any
depreciation in that underlying asset.

[] No ownership rights in the underlying asset (including any dividend payments
or voting rights).

[] Certain built-in costs are likely to adversely affect the value of the
Reverse Exchangeables prior to maturity. The original issue price of the Reverse
Exchangeables includes the commissions paid to any placement agent and the
estimated costs of hedging JPMorgan Chase and Co.'s obligations under the
Reverse Exchangeables. As a result, the price, if any, at which J.P. Morgan
Securities LLC (which we refer to as JPMS) may be willing to purchase the
Reverse Exchangeables from investors in secondary market transactions, if at
all, will likely be lower than the original issue price and any sale prior to
the maturity date could result in a substantial loss for investors.

[] Some Reverse Exchangeables have an "automatic call" feature that will trigger
a mandatory redemption of the Reverse Exchangeables prior to maturity if the
level of the underlying asset closes above the initial level on specified dates.
If that happens, you will not be entitled to receive any further interest
payment after the redemption date, and there is no guarantee that you would able
to reinvest the proceeds from an investment in the Reverse Exchangeables at a
comparable return and/or with a comparable interest rate for a similar level of
risk.

[] Lack of liquidity: JPMS, acting as agent for JPMorgan Chase and Co., may
offer to purchase the Reverse Exchangeables in the secondary market but is not
required to do so. The price, if any, at which JPMS may be willing to purchase
Reverse Exchangeables from you in the secondary market, if at all, may result in
a significant loss of your principal.

[] JPMS, or its affiliates, may publish research reports that are unfavorable to
the stock underlying a Reverse Exchangeable and could hurt the performance of a
Reverse Exchangeable that is linked to that stock.

[] Many economic and market factors, such as volatility, time to maturity,
interest rates and creditworthiness of JPMorgan Chase and Co., will impact the
value of the Reverse Exchangeables prior to maturity.

[] Potential Conflicts: JPMorgan Chase and Co. and its affiliates play a variety
of roles in connection with the Reverse Exchangeables, including acting as a
calculation agent and hedging their obligations under the Reverse Exchangeables.
It is possible that such hedging activities or other trading activities of
JPMorgan Chase and Co. or its affiliates could result in substantial returns for
JPMorgan Chase and Co. or its affiliates while the value of the Reverse
Exchangeables decline.

[] The tax consequences of the Reverse Exchangeables may be uncertain. You
should consult your tax advisor regarding the U.S. federal income tax
consequences of an investment in the Reverse Exchangeables.

[] Reverse Exchangeables may have complex payout structures that impact returns.
Investors should consider these structures before investing in these
instruments.

The risks identified above are not exhaustive. Please see "Risk Factors" in the
applicable product supplement and "Selected Risk Considerations" in the
applicable term sheet for additional information.


December 2011
18

IN BRIEF

Reverse Exchangeables

What benefits do they provide?

Reverse Exchangeables provide the potential for higher interest rates than the
current dividend yield, if applicable, on the particular underlying asset or the
current yield on a conventional debt security with the same maturity issued by
JPMorgan Chase and Co. or an issuer with a comparable credit rating. They also
provide for the return of principal at maturity if a "knock-out" event does not
occur during the term of the note. They may outperform the underlying asset in a
bear market, due to the coupon rates they pay. They typically mature in one year
or less.

What is the downside?

If the underlying asset appreciates in value, you do not participate in those
gains as return is capped at the coupon rate. The notes provide only contingent
principal protection and that protection disappears or "knocks-out" for the
entire term of the note if the underlying asset closes below the initial level
by more than the predetermined contingent buffer amount on any day. In addition,
all payments on Reverse Exchangeables are subject to the credit risk of JPMorgan
Chase and Co.

You may receive physical shares at maturity (if the underlying asset is a stock)
or equivalent cash value, which could be less, or substantially less, than your
principal.

Your ability to sell the Reverse Exchangeables prior to maturity may be limited.

Reverse Exchangeables are subject to additional risks, including those described
under "Certain Risk Considerations" above.

Reverse Exchangeables may be right for you if you:

[] Have a range-bound view of the markets

[] Are an income-oriented investor

[] Are comfortable taking on downside risk and potentially losing all of your
principal

[] Are comfortable capping your gains at the coupon rate

Building a Case for Structured Investments

                                                                              19

Practical Applications

Advisors commonly look for two types of returns: alpha and beta. Many advisors
add active equity managers for the alpha portion of clients' returns. They also
turn to ETFs for the beta portion of their invested returns, hoping to simply
mirror major index returns. We would like to introduce a third type of return:
structural alpha. What follows is an explanation of how Structured Investments
can add structural returns to client portfolios.

These examples are based on actual historical investments used by advisors in
their approach to reducing risk while seeking to generate excess market returns.
Note that most advisors do not view Structured Investments as their own asset
class. Instead, they view Structured Investments as an overlay to an existing
portfolio allocation. For example, if a client has a 40% allocation to equities,
in many cases advisors will carve out a portion of the equity allocation to be
used for a Structured Investment to add some downside protection and upside
leverage.

However, these examples are not recommendations that the specific Structured
Investments described are appropriate for all investors. Advisors should make
investment recommendations to, or investment decisions for, their clients based
on the individual circumstances of their clients. Moreover, the examples of
historical performance are not an indication of future performance or success.

S and P 500

With the spike in volatility in the December of 2011, we saw considerable
interest from advisors in taking a short-term view on the S and P 500. One
particular investment that garnered interest was a Buffered Return Enhanced Note
with an 18-month maturity, two- times upside participation, a maximum return of
17%, and a buffer of 10%.

The note offered a relatively short dated maturity, some protection against
further market declines, as well as a way to outperform in a low return
environment. Many advisors have used assets allocated to the equity portion of
their clients' portfolios to fund this type of investment.

International and Emerging Markets

Over the past year, advisors and clients have been searching for a means to add
exposure to international equities, including emerging markets, without taking
on an equal amount of risk. One particular client ultimately settled on a BREN
with a 70% allocation to the iShares Russell 3000 Index Fund, a 15% allocation
to the iShares MSCI EAFE Index Fund and the remaining 15% allocation was
dedicated to emerging markets, the iShares MSCI Emerging Markets Index Fund.

The BREN offered an eighteen month maturity with a 15% buffer, and 110%
participation up to a maximum return of 16% to any appreciation of the equity
basket. The funds for the investment came from the client's allocation to
domestic and international investments, as well as emerging markets.

Commodities

Commodity exposure can be particularly challenging for financial advisors, as
clients are often concerned about the potential volatility of commodities. There
are many ways to access commodities, including but not limited to, single
commodity exposure, multiple commodity exposure, and index exposure. In
addition, advisors can elect to add no downside market protection, some downside
market protection, or full downside market protection, each of which is subject
to the credit risk of JPMorgan Chase and Co.


December 2011
20

Some advisors and their clients have invested in a Market Linked Note that
offers exposure to commodities through the Dow Jones-UBS Commodity Index. The
Index itself is calculated on excess return basis and composed of futures
contracts on 19 physical commodities. This Market Linked Note offered 100%
uncapped exposure to the Index and full repayment of principal at maturity
(subject to the credit risk of JPMorgan Chase and Co.).

Advisors who purchase this type of investment for their clients may be using
assets from their clients' commodity allocation and may elect to continue to
allocate the remaining commodity allocation to traditional commodity
investments, such as ETFs or mutual funds. In some cases, advisors may be making
an initial allocation to commodities as an asset class, while in other instances
they are redefining portfolio risk to the downside.

Do Structured Investments Make Sense for Your Clients?

Structured Investments can provide innovative ways to help meet a variety of
risk/return profiles. Whether clients are looking for full repayment of
principal at maturity (subject to the credit risk of JPMorgan Chase and Co.),
additional asset exposure, enhanced returns, or a combination of the two, a
structured investment exists (or likely can be created) to meet each client's
unique needs. To determine whether these investments are an appropriate match
for clients, consider the following questions:

[] What is the client's investment time horizon?

[] How much risk is the client comfortable taking on?

[] Is the client willing to sacrifice higher returns in exchange for full
repayment of principal at maturity, subject to the credit risk of the issuer?

[] Is the client more concerned with meeting specific goals than with achieving
more alpha?

[] Does the client have specific income needs?

[] Does the client have a bullish, bearish, or neutral market outlook?

[] Is the client comfortable with the risk profile of the underlying assets?

[] Can the client do without a regular stream of income?

[] Is the client able to invest capital for long periods of time, up to seven
years?

[] Is the client comfortable assuming the credit risk of the issuer of the
Structured Investment for all payments on that investment?

The answers to these questions should help you ascertain whether Structured
Investments belong in your clients' portfolios. At a minimum, taking the time to
gain a better understanding of clients' financial goals and risk tolerance can
be its own reward, as it may lead to deeper, more productive client
relationships.

Building a Case for Structured Investments

                                                                              21

Frequently Asked Questions

Where do Structured Investments fit within clients' overall asset allocation?

Financial advisors often consider Structured Investments as a component of their
clients' alternative investment allocation or as an allocation to the underlying
asset class. Within this subset, advisors can access tools to achieve structural
alpha within their existing allocations to traditional asset classes. Structured
Investments can be used to redefine risk, enhance yield, or monetize a
particular market view.

Can Structured Investments be sold in the secondary market?

Structured Investments are intended to be held to maturity. However, in
instances where investors need access to their capital, J.P. Morgan intends to
make a market for all Structured Investments the company issues, but it is not
required to do so and may discontinue doing so at any time. Fees and commissions
may impact the prices of the investments and the terms are only guaranteed at
maturity subject to the credit risk of the issuer. Real-time indicative bids are
published on Bloomberg or can be obtained by calling J.P. Morgan at
1-800-576-3529.

Do Structured Investments appear on client statements?

J.P. Morgan's relationship with leading custodians enables most advisors to
value Structured Investments on consolidated statements. We also provide daily
valuations for advisors who self-custody.

How often do you launch new products?

Each month, J.P. Morgan offers a new portfolio of Structured Investments
designed to meet a variety of risk/return profiles. The minimum purchase amount
is typically $1,000 and subsequent purchases are also in $1,000 increments. We
deliver Structured Investments to advisors' custodians upon settlement.
Settlement is determined when the note is issued and typically occurs within
three business days of the actual trade date.

Does J.P. Morgan offer customized solutions?

We can tailor products to monetize a particular market view or client need,
subject to certain investment minimums.

Can I create my own Structured Investments for my clients?

While in some cases it may be possible to replicate a structured investment on
your own, the costs and complexities of doing so will most likely outweigh the
convenience of a professionally engineered structured investment.


December 2011
22

Notes

Building a Case for Structured Investments

23

The information contained in this document is for discussion purposes only. The
final terms of any securities offered by J.P. Morgan Chase and Co. may be
different from the terms set forth herein and any such final terms will depend
on, among other things, market conditions on the applicable pricing date for
such securities. Any information relating to performance contained in these
materials is illustrative and no assurance is given that any indicated returns,
performance, or results, whether historical or hypothetical, will be achieved.
These terms are subject to change, and J.P. Morgan undertakes no duty to update
this information. This document shall be amended, superseded, and replaced in
its entirety by a subsequent preliminary or final term sheet and/or pricing
supplement, and the documents referred to therein, which will be filed with the
Securities and Exchange Commission, or SEC. In the event of any inconsistency
between the information presented herein and any such preliminary or final term
sheet or pricing supplement, such preliminary or final term sheet or pricing
supplement shall govern.

SEC Legend: JPMorgan Chase and Co. has filed a registration statement (including
a prospectus) with the SEC for any offerings to which these materials relate.
Before you invest, you should read the prospectus in that registration statement
and the other documents relating to a particular offering that JPMorgan Chase
and Co. has filed or will file with the SEC for more complete information about
JPMorgan Chase and Co. and that offering. You may get these documents without
cost by visiting EDGAR on the SEC website at www.sec.gov. Alternatively,
JPMorgan Chase and Co., any agent or any dealer participating in that offering
will arrange to send you the prospectus and each prospectus supplement as well
as any product supplement, underlying supplement, if any, and term sheet if you
so request by calling toll-free 1-866-535-9248.

IRS Circular 230 Disclosure: This communication was written in connection with
the promotion or marketing, to the extent permitted by applicable law, of the
transaction(s) or matter(s) addressed herein by persons unaffiliated with
JPMorgan Chase and Co. However, JPMorgan Chase and Co. and its affiliates do not
provide tax advice. Accordingly, to the extent this communication contains any
discussion of tax matters, such communication is not intended or written to be
used, and cannot be used, for the purpose of avoiding tax-related penalties. Any
recipient of this communication should seek advice from an independent tax
advisor based on the recipient's particular circumstances.

Investment suitability must be determined individually for each investor, and
the financial instruments described herein may not be suitable for all
investors. The products described herein should generally be held to maturity as
early unwinds could result in lower than anticipated returns. This information
is not intended to provide and should not be relied upon as providing
accounting, legal, regulatory or tax advice. Investors should consult with their
own advisors as to these matters.

This material is not a product of J.P. Morgan Research Departments. Structured
Investments may involve a high degree of risk, and may be appropriate
investments only for sophisticated investors who are capable of understanding
and assuming the risks involved. J.P. Morgan and its affiliates may have
positions (long or short), effect transactions or make markets in securities or
financial instruments mentioned herein (or options with respect thereto), or
provide advice or loans to, or participate in the underwriting or restructuring
of the obligations of, issuers mentioned herein. J.P. Morgan is the marketing
name for JPMorgan Chase and Co. and its subsidiaries and affiliates worldwide.
J.P. Morgan Securities LLC is a member of FINRA, NYSE, and SIPC. Clients should
contact their salespersons at, and execute transactions through, a J.P. Morgan
entity qualified in their home jurisdiction unless governing law permits
otherwise.

[C]All Rights Reserved