Term sheet
To prospectus dated November 21, 2008,
prospectus supplement dated November 21, 2008 and
product supplement no. 214-A-I dated October 3, 2011

Term Sheet
Product Supplement No. 214-A-I
Registration Statement No. 333-155535
Dated October 3, 2011; Rule 433

Structured 
Investments 

      $
Notes Linked to the S&P 500® Index with Strategic Volatility Overlay due October 11, 2013

General

Key Terms

Equity Index:

S&P 500® Index (the “Equity Index”)

Volatility Index:

The J.P. Morgan Strategic Volatility Index (the “Volatility Index” and, together with the Equity Index, the “Indices” and each, an “Index”) (Bloomberg ticker symbol “JPUSSTVL”). For more information about the Volatility Index, please see “The J.P. Morgan Strategic Volatility Index” in this term sheet.

Principal Amount:

$1,000

Payment at Maturity:

For each $1,000 principal amount note, you will receive at maturity a cash payment equal to:

$1,000 + ($1,000 × Buffered Enhanced Equity Index Return) + Strategic Volatility Overlay Amount

The payment at maturity will not be less than $0. The Buffered Enhanced Equity Index Return and the Strategic Volatility Overlay Amount may each be positive or negative. As a result, you may lose some or all of your investment at maturity.

Buffered Enhanced Equity Index Return:

Ending Index Level of the Equity Index

Buffered Enhanced Equity Index Return

 

is greater than the Initial Index Level of the Equity Index

Index Return of the Equity Index x Upside Leverage Factor, subject to the Maximum Equity Index Return

 

is less than or equal to the Initial Index Level of the Equity Index but the decline is less than or equal to the Buffer Amount

0%

 

is less than the Initial Index Level of the Equity Index and the decline is greater than the Buffer Amount

(Index Return of the Equity Index + Buffer Amount)

Upside Leverage Factor:

With respect to the Equity Index, 1.3

Buffer Amount:

With respect to the Equity Index, 10%

Maximum Equity Index Return:

30% to 35%*

  * The actual Maximum Equity Index Return will be set on the pricing date and will not be less than 30% or greater than 35%.

Strategic Volatility Overlay Amount:

$1,000 × Volatility Overlay Factor × Index Return of the Volatility Index

The Index Return of the Volatility Index will reflect the deduction of the volatility index fee and the daily rebalancing adjustment amount from the level of the Volatility Index. Because the closing level of the Volatility Index reflects the daily deduction of the volatility index fee and the daily rebalancing adjustment amount, the level of the Volatility Index will decrease if the performance of the VIX futures contracts included in the Volatility Index, based on their official settlement prices, is not sufficient to offset the deduction of the volatility index fee and the daily rebalancing adjustment amount. The payment at maturity on the notes will be reduced if the level of the Volatility Index decreases over the term of the notes. See “Additional Key Terms” on page TS-1 of this term sheet.

Volatility Overlay Factor:

25%

Observation Date:

October 8, 2013

Maturity Date:

October 11, 2013

Additional Key Terms:

See “Additional Key Terms” on page TS-1 of this term sheet.

Subject to postponement in the event of certain market disruption events and as described under “Description of Notes — Postponement of a Determination Date” and “Description of Notes — Payment at Maturity” in the accompanying product supplement no. 214-A-I

Investing in the Notes with Strategic Volatility Overlay involves a number of risks. See “Risk Factors” beginning on page PS-8 of the accompanying product supplement no. 214-A-I and “Selected Risk Considerations” beginning on page TS-4 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 product supplement, 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, which includes the profit our affiliates expect to realize in consideration for assuming the risks inherent in providing and managing such hedge and for maintaining the Volatility Index during the term of the notes through, among other things, the daily rebalancing adjustment amount.  For additional related information, please see “Additional Key Terms” on page TS-1 of this term sheet and “Use of Proceeds and Hedging” on page PS-8 of the accompanying product supplement no. 214-A-I.

(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 $13.50 per $1,000 principal amount note and would use approximately $1.00 per $1,000 principal amount of that commission to allow selling concessions to other affiliated or unaffiliated dealers.  In no event will the commission received by JPMS, which includes concessions to be allowed to other dealers, exceed $20.00 per $1,000 principal amount note.

 

JPMS, as an agent, will also receive the aggregate profits generated from the deduction of the volatility index fee of 0.75% per annum (which will apply only to the exposure to the Volatility Index provided by the 25% Volatility Overlay Factor) to cover ongoing payments related to the distribution of the notes and as a structuring fee for developing the notes.  A portion of the volatility index fee may also be used to allow selling concessions to other dealers.  Payments constituting underwriting compensation will not exceed a total of 8% of offering proceeds. See “Selected Purchase Considerations — Potential Return Enhancement Through the Strategic Volatility Overlay” in this term sheet and “Plan of Distribution (Conflicts of Interest)” beginning on page PS-76 of the accompanying product supplement no. 214-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.

October 3, 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, each prospectus supplement, product supplement no. 214-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. 214-A-I dated October 3, 2011. 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. 214-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.

Additional Key Terms

Index Return:

The Index Return of the Equity Index or the Volatility Index, as applicable, is equal to:

Ending Index Level – Initial Index Level
Initial Index Level

Initial Index Level:

The closing level of the Equity Index or the Volatility Index, as applicable, on the pricing date

Ending Index Level:

The closing level of the Equity Index or the Volatility Index, as applicable, on the Observation Date

Note Calculation Agent:

J.P. Morgan Securities LLC (“JPMS”), an affiliate of ours

Volatility Index Calculation Agent:

J.P. Morgan Securities Ltd. (“JPMSL”), an affiliate of ours

CUSIP:

48125X5P7

The Volatility Index Fee and the Daily Rebalancing Adjustment Amount. The level of the Volatility Index incorporates the daily deduction of (a) an adjustment factor of 0.75% per annum (the “volatility index fee”) and (b) a “daily rebalancing adjustment amount” that is equal to the sum of (1) a rebalancing adjustment factor of between 0.20% and 0.50% per day (depending on the level of the CBOE Volatility Index®), applied to the aggregate notional amount of each of the VIX futures contracts hypothetically traded that day and (2) an additional amount equal to the rebalancing adjustment factor of between 0.20% and 0.50% per day (depending on the level of the VIX Index) applied to the amount of the change, if any, in the level of the exposure to the synthetic short position. Unlike the volatility index fee, the rebalancing adjustment factor is not a per annum fee. The level of the Volatility Index and the value of the notes will be adversely affected, perhaps significantly, if the performance of the synthetic long position and the contingent synthetic short position in the relevant VIX futures contracts, determined based on the official settlement prices of the relevant VIX futures contracts, is not sufficient to offset the daily deduction of the volatility index fee and the daily rebalancing adjustment amount. See “Selected Risk Considerations — The daily rebalancing adjustment amount is likely to have a substantial adverse effect on the level of the Volatility Index over time” below.

The daily rebalancing adjustment amount is intended to approximate the “slippage costs” that would be experienced by a professional investor seeking to replicate the hypothetical portfolio contemplated by the Volatility Index at prices that approximate the official settlement prices (which are not generally tradable) of the relevant VIX futures contracts. Slippage costs are costs that arise from deviations between the actual official settlement price of a VIX futures contract and the prices at which a hypothetical investor would expect to be able to execute trades in the market when seeking to match the expected official settlement price of a VIX futures contract.

Market Disruption Events. If a market disruption event occurs or exists on the Observation Date and is not resolved within three business days, the Note Calculation Agent will determine the Ending Index Level of any affected Index in the manner described under “Description of Notes — Postponement of a Determination Date” in the accompanying product supplement no. 214-A-I.


JPMorgan Structured Investments —
TS-1
Notes Linked to the S&P 500® Index with Strategic Volatility Overlay

The J.P. Morgan Strategic Volatility Index

The J.P. Morgan Strategic Volatility Index (the “Volatility Index”) is a synthetic, rules-based proprietary index developed and maintained by JPMSL. The level of the Volatility Index is published each trading day under the Bloomberg ticker symbol “JPUSSTVL.” The Volatility Index was created on July 30, 2010, and therefore has limited historical performance.

The Volatility Index is a synthetic, dynamic strategy that aims to replicate the returns from combining a long position and a contingent short position in futures contracts (each, a “VIX futures contract” and together, “VIX futures contracts”) on the CBOE Volatility Index® (the “VIX Index”), where the synthetic long position and, when activated, the synthetic short position, after being established initially in the second-month VIX futures contract or the first-month VIX futures contract, respectively, are rolled throughout each month as described below. The VIX Index is a benchmark index designed to measure the market price of volatility in large cap U.S. stocks over 30 days in the future. The calculation of the spot level of the VIX Index is based on prices of put and call options on the S&P 500® Index. Futures on the VIX Index allow investors the ability to invest in forward volatility based on their view of the future direction of movement of the VIX Index.

The Volatility Index is a rolling index, which rolls throughout each month. Unlike equities, which typically entitle the holder to a continuing stake in a corporation, futures contracts normally specify a certain date for the delivery of the underlying asset or financial instrument or, in the case of futures contracts relating to indices such as the VIX Index, a certain date for payment in cash of an amount determined by the level of the relevant index. As described in more detail below, the synthetic long position is maintained by synthetically selling VIX futures contracts on a daily basis that specify cash settlement on a nearby date and synthetically buying futures contracts on the VIX Index on a daily basis that specify cash settlement on a later date. On the other hand, the synthetic short position, when activated, is maintained by synthetically buying VIX futures contracts on a daily basis that specify cash settlement on a nearby date and synthetically selling VIX futures contracts on a daily basis that specify cash settlement on a later date. This process is known as “rolling” a futures position.

The synthetic long position rolls throughout each month from the second-month VIX futures contract into the third-month VIX futures contract. When activated, the synthetic short position rolls throughout each month from the first-month VIX futures contract into the second-month VIX futures contract. One of the effects of daily rolling is to maintain a specified weighted average maturity for the underlying VIX futures contracts. The weighted average maturity for the VIX futures contracts underlying the synthetic long position is approximately two months on any day and for the VIX futures contracts underlying the synthetic short position is approximately one month on any day.

Exposure to the synthetic short position will vary between 0% and 100%. The exposure to the synthetic short position will be increased by 20% on any Volatility Index Business Day (as defined in the accompanying product supplement) if the level of the VIX Index for each of the three immediately preceding Volatility Index Business Days was less than the rolling, weighted average of the first-month and second-month VIX futures contracts included (or that would have been included) in the synthetic short position, as long as the exposure to the synthetic short position is less than 100%. Conversely, the exposure to the synthetic short position will be decreased by 20% on any Volatility Index Business Day if the level of the VIX Index for each of the three immediately preceding Volatility Index Business Days was greater than or equal to the rolling, weighted average of the first-month and second-month VIX futures contracts included in the synthetic short position, as long as the exposure to the synthetic short position is greater than 0%. On any Volatility Index Business Day for which these conditions are not met, the synthetic short position will not be increased or decreased.

Because, at a minimum, eight Volatility Index Business Days will elapse from a change in the relative level of the VIX Index and the weighted average price of the relevant VIX futures contracts before the synthetic short position can be fully activated or deactivated, the Volatility Index is subject to a time lag. See “Selected Risk Considerations — Due to the time lag inherent in the Volatility Index, the exposure to the synthetic short position may not be adjusted quickly enough in response to a change in market conditions for the investment strategy on which the Volatility Index is based to be successful” below.

The Volatility Index aims to provide a synthetic long exposure to VIX futures contracts with a weighted average maturity of approximately two months. A synthetic long position may not generate positive returns when the market for VIX futures contracts is in “contango,” meaning that the price of a VIX futures contract with a later expiration is higher than the price of a VIX futures contract with an earlier expiration. Excluding other considerations, if the market for the relevant VIX futures contracts is in contango, the synthetic purchase of the third-month VIX futures contract in connection with the roll of the synthetic long position would take place at a price that is higher than the price at which the synthetic sale of the second-month VIX futures contract would take place, thereby creating a negative “roll yield.”

To address the potential for a negative roll yield when VIX futures contracts are in contango, the Volatility Index seeks to progressively activate a synthetic short position in VIX futures contracts with a weighted average maturity of approximately one month when the market for the relevant VIX futures contracts is in contango. Excluding other considerations, if the market for the relevant VIX futures contracts is in contango, the synthetic sale of the second-month VIX futures contract in connection with the roll of the synthetic short position would take place at a price that is higher than the price at which the synthetic purchase of the first-month VIX futures contract would take place, thereby creating a positive “roll yield,” which is intended to offset the negative roll yield generated by the synthetic long


JPMorgan Structured Investments —
TS-2
Notes Linked to the S&P 500® Index with Strategic Volatility Overlay

position. If, however, the VIX futures contracts are in “backwardation,” meaning that the price of a VIX futures contract with a later expiration is lower than the price of a VIX futures contract with an earlier expiration, the roll of the synthetic short position would create a negative roll yield.

No assurance can be given that the Volatility Index’s strategy will be successful or that the Volatility Index will generate positive returns. See “Selected Risk Considerations” below.

On each Volatility Index Business Day, the calculation of the Volatility Index reflects the deduction of (a) an adjustment factor of 0.75% per annum (the “volatility index fee”) and (b) a “daily rebalancing adjustment amount” that is equal to the sum of (1) a rebalancing adjustment factor of between 0.20% and 0.50% per day (depending on the level of the VIX Index), applied to the aggregate notional amount of each of the VIX futures contracts hypothetically traded that day and (2) an additional amount equal to the rebalancing adjustment factor of between 0.20% and 0.50% per day (depending on the level of the VIX Index) applied to the amount of the change, if any, in the level of the exposure to the synthetic short position. Unlike the volatility index fee, the rebalancing adjustment factor is not a per annum fee. The daily rebalancing adjustment amount is intended to approximate the slippage costs that would be experienced by a professional investor seeking to replicate the hypothetical portfolio contemplated by the Volatility Index at prices that approximate the official settlement prices (which are not generally tradable) of the relevant VIX futures contracts. Slippage costs are costs that arise from deviations between the actual official settlement price of a VIX futures contract and the prices at which a hypothetical investor would expect to be able to execute trades in the market when seeking to match the expected official settlement price of a VIX futures contract.

For more information about the Volatility Index, VIX futures contracts and the VIX Index, please see “The J.P. Morgan Strategic Volatility Index” “Background on Futures Contracts on the CBOE Volatility Index®” and “Background on the CBOE Volatility Index®,” respectively, in the accompanying product supplement.

Selected Purchase Considerations


JPMorgan Structured Investments —
TS-3
Notes Linked to the S&P 500® Index with Strategic Volatility Overlay

Selected Risk Considerations

Your investment in the notes will involve significant risks. The notes do not guarantee any return of principal at, or prior to, the Maturity Date. Investing in the notes is not equivalent to investing directly in the Indices or any of the equity securities or VIX futures contracts included in the Indices. In addition, your investment in the notes entails other risks not associated with an investment in conventional debt securities. These risks are explained in more detail in the “Risk Factors” section of the accompanying product supplement no. 214-A-I dated October 3, 2011. You should carefully consider the following discussion of risks before you decide that an investment in the notes is suitable for you.

Risks relating to the Notes Generally


JPMorgan Structured Investments —
TS-4
Notes Linked to the S&P 500® Index with Strategic Volatility Overlay

Risks relating to the Payout Structure


JPMorgan Structured Investments —
TS-5
Notes Linked to the S&P 500® Index with Strategic Volatility Overlay

Risks relating to the Equity Index and the Volatility Index


JPMorgan Structured Investments —
TS-6
Notes Linked to the S&P 500® Index with Strategic Volatility Overlay

JPMorgan Structured Investments —
TS-7
Notes Linked to the S&P 500® Index with Strategic Volatility Overlay

JPMorgan Structured Investments —
TS-8
Notes Linked to the S&P 500® Index with Strategic Volatility Overlay

JPMorgan Structured Investments —
TS-9
Notes Linked to the S&P 500® Index with Strategic Volatility Overlay

JPMorgan Structured Investments —
TS-10
Notes Linked to the S&P 500® Index with Strategic Volatility Overlay

JPMorgan Structured Investments —
TS-11
Notes Linked to the S&P 500® Index with Strategic Volatility Overlay

What Is the Buffered Enhanced Equity Index Return, Assuming a Range of Performances for the Equity Index?

The following table and examples illustrate the hypothetical Buffered Enhanced Equity Index Return that would result from a range of Ending Index Levels of the Equity Index. The hypothetical values for the Buffered Enhanced Equity Index Return set forth below assume an Initial Index Level of the Equity Index of 1150 and a Maximum Equity Index Return of 30.00% (the low point of the range on the cover of this term sheet) and reflect the Buffer Amount of 10.00% and the Upside Leverage Factor of 1.3. The hypothetical values for the Buffered Enhanced Equity Index Return set forth below are for illustrative purposes only and may not be the actual value for the Buffered Enhanced Equity Index Return that will be used in calculating the payment at maturity on the notes. The numbers appearing in the following table and examples have been rounded for ease of analysis.


Ending Index Value of Equity
Index

Index Return of Equity Index

Buffered Enhanced Equity
Index Return


2070.00

80.00%

30.00%

1955.00

70.00%

30.00%

1840.00

60.00%

30.00%

1725.00

50.00%

30.00%

1610.00

40.00%

30.00%

1495.00

30.00%

30.00%

1415.42

23.08%

30.00%

1380.00

20.00%

26.00%

1265.00

10.00%

13.00%

1207.50

5.00%

8.00%

1150.00

0.00%

0.00%

1092.50

-5.00%

0.00%

1035.00

-10.00%

0.00%

1023.50

-11.00%

-1.00%

920.00

-20.00%

-10.00%

805.00

-30.00%

-20.00%

690.00

-40.00%

-30.00%

575.00

-50.00%

-40.00%

460.00

-60.00%

-50.00%

345.00

-70.00%

-60.00%

230.00

-80.00%

-70.00%

115.00

-90.00%

-80.00%

0.00

-100.00%

-90.00%


The following graph demonstrates the hypothetical values for the Buffered Enhanced Equity Index Return detailed in the table above. The numbers appearing in the graph have been rounded for ease of analysis.

Hypothetical Examples of Buffered Enhanced Equity Index Return

The following examples illustrate how the values for the Buffered Enhanced Equity Index Return set forth in the table above are calculated.

Example 1: The closing level of the Equity Index increases from an Initial Index Level of 1150 to an Ending Index Level of 1265. Because the Initial Index Level is greater than the Ending Index Level and the Index Return of 10% multiplied by the Upside Leverage Factor of 1.3 does not exceed the Maximum Equity Index Return of 30%, the Buffered Enhanced Equity Index Return would be 13%, calculated as follows:

10% × 1.3 = 13%

Example 2: The closing level of the Equity Index decreases from an Initial Index Level of 1150 to an Ending Index Level of 1092.50. Because the Initial Index Level is less than the Ending Index Level but not by more than the Buffer Amount of 10%, the Buffered Enhanced Equity Index Return would be 0%.

Example 3: The closing level of the Equity Index increases from an Initial Index Level of 1150 to an Ending Index Level of 1495. Because the Initial Index Level is greater than the Ending Index Level and the Index Return of 30% multiplied by the Upside Leverage Factor of 1.3 exceeds the Maximum Equity Index Return of 30%, the Buffered Enhanced Equity Index Return would be 30%.

Example 4: The closing level of the Equity Index decreases from an Initial Index Level of 1150 to an Ending Index Level of 575. Because the Initial Index Level is less than the Ending Index Level by more than the Buffer Amount of 10%, the Buffered Enhanced Equity Index Return would be -40%, calculated as follows:

-50% + 10% = 40%


JPMorgan Structured Investments —
TS-12
Notes Linked to the S&P 500® Index with Strategic Volatility Overlay

What Is the Strategic Volatility Overlay Amount, Assuming a Range of Performances for the Volatility Index?

The following table and examples illustrate the hypothetical Strategic Volatility Overlay Amount that would result from a range of Ending Index Values of the Volatility Index. The hypothetical values for the Strategic Volatility Overlay Amount set forth below assume an Initial Index Level of the Volatility Index of 600 and reflect the Volatility Overlay Factor of 25%. The hypothetical values for the Strategic Volatility Overlay Amount set forth below are for illustrative purposes only and may not be the actual value for the Strategic Volatility Overlay Amount that will be used in calculating the payment at maturity on the notes. The numbers appearing in the following table and examples have been rounded for ease of analysis.


Ending Index Level of
Volatility Index

Index Return of Volatility
Index*

Strategic Volatility Overlay
Amount


1080.00

80.00%

$200.00

1020.00

70.00%

$175.00

960.00

60.00%

$150.00

900.00

50.00%

$125.00

840.00

40.00%

$100.00

780.00

30.00%

$75.00

720.00

20.00%

$50.00

660.00

10.00%

$25.00

630.00

5.00%

$12.50

600.00

0.00%

$0.00

570.00

-5.00%

-$12.50

540.00

-10.00%

-$25.00

480.00

-20.00%

-$50.00

420.00

-30.00%

-$75.00

360.00

-40.00%

-$100.00

300.00

-50.00%

-$125.00

240.00

-60.00%

-$150.00

180.00

-70.00%

-$175.00

120.00

-80.00%

-$200.00

60.00

-90.00%

-$225.00

0.00

-100.00%

-$250.00


* The Index Return of the Volatility Index will reflect the daily deduction of the volatility index fee and the daily rebalancing adjustment amount. Accordingly, the Index Return of the Volatility Index will be negative if the performance of the VIX futures contracts included in the Volatility Index, based on their official settlement prices, is not sufficient to offset the deduction of the volatility index fee and the daily rebalancing adjustment amount.

Hypothetical Examples of Strategic Volatility Overlay Amount

The following examples illustrate how the values for the Strategic Volatility Overlay Amount set forth in the table above are calculated.

Example 1: The closing level of the Volatility Index increases from an Initial Index Level of 600 to an Ending Index Level of 720. Because the closing level of the Volatility Index has increased by 20% from the Initial Index Level to the Ending Index Level, the Strategic Volatility Overlay Amount would be $50 per $1,000 principal amount note, calculated as follows:

$1,000 × 25% × 20% = $50

Example 2: The closing level of the Volatility Index decreases from an Initial Index Level of 600 to an Ending Index Level of 480. Because the closing level of the Volatility Index has decreased by 20% from the Initial Index Level to the Ending Index Level, the Strategic Volatility Overlay Amount would be -$50 per $1,000 principal amount note, calculated as follows:

$1,000 × 25% × -20% = -$50


JPMorgan Structured Investments —
TS-13
Notes Linked to the S&P 500® Index with Strategic Volatility Overlay

What Is the Payment at Maturity and Total Return on the Notes, Assuming a Range of Values for the Buffered Enhanced Equity Index Return and the Strategic Volatility Overlay Amount?

The following table and examples illustrate hypothetical payments at maturity and hypothetical total returns at maturity for each $1,000 principal amount note. The “total return” as used in this term sheet is the number, expressed as a percentage, that results from comparing the payment at maturity per $1,000 principal amount note to $1,000. For each hypothetical Buffered Enhanced Equity Index Return value shown in the table below, a hypothetical payment at maturity and a hypothetical total return at maturity is calculated for three different hypothetical values of the Strategic Volatility Overlay Amount ($50, $0 and -$100). The actual Buffered Enhanced Equity Index Return and the actual Strategic Volatility Overlay Amount may differ from the hypothetical values shown below. The hypothetical payments at maturity and hypothetical total returns set forth below are for illustrative purposes only and may not be the actual payments at maturity and total returns at maturity applicable to a purchaser of the notes.


Buffered Enhanced Equity
Index Return

Strategic Volatility Overlay
Amount

Payment at Maturity

Total Return


30.00%

$200

$1,500.00

50.00%

30.00%

$50

$1,350.00

35.00%

30.00%

$0

$1,300.00

30.00%

30.00%

-$100

$1,200.00

20.00%

30.00%

-$200

$1,100.00

10.00%


10.00%

$200

$1,300.00

30.00%

10.00%

$50

$1,150.00

15.00%

10.00%

$0

$1,100.00

10.00%

10.00%

-$100

$1,000.00

0.00%

10.00%

-$200

$900.00

-10.00%


5.00%

$200

$1,250.00

25.00%

5.00%

$50

$1,100.00

10.00%

5.00%

$0

$1,050.00

5.00%

5.00%

-$100

$950.00

-5.00%

5.00%

-$200

$850.00

-15.00%


0.00%

$200

$1,200.00

20.00%

0.00%

$50

$1,050.00

5.00%

0.00%

$0

$1,000.00

0.00%

0.00%

-$100

$900.00

-10.00%

0.00%

-$200

$800.00

-20.00%


-5.00%

$200

$1,150.00

15.00%

-5.00%

$50

$1,000.00

0.00%

-5.00%

$0

$950.00

-5.00%

-5.00%

-$100

$850.00

-15.00%

-5.00%

-$200

$750.00

-25.00%


-10.00%

$200

$1,100.00

10.00%

-10.00%

$50

$950.00

- 5.00%

-10.00%

$0

$900.00

-10.00%

-10.00%

-$100

$800.00

-20.00%

-10.00%

-$200

$700.00

-30.00%


-30.00%

$200

$900.00

-10.00%

-30.00%

$50

$750.00

-25.00%

-30.00%

$0

$700.00

-30.00%

-30.00%

-$100

$600.00

-40.00%

-30.00%

-$200

$500.00

-50.00%


-50.00%

$200

$700.00

-30.00%

-50.00%

$50

$550.00

-45.00%

-50.00%

$0

$500.00

-50.00%

-50.00%

-$100

$400.00

-60.00%

-50.00%

-$200

$300.00

-70.00%


-70.00%

$200

$500.00

-50.00%

-70.00%

$50

$350.00

-65.00%

-70.00%

$0

$300.00

-70.00%

-70.00%

-$100

$200.00

-80.00%

-70.00%

-$200

$100.00

-90.00%


-90.00%

$200

$300.00

-70.00%

-90.00%

$50

$150.00

-85.00%

-90.00%

$0

$100.00

-90.00%

-90.00%

-$100

$0.00

-100.00%

-90.00%

-$200

-$100.00

-110.00%


Based on the interplay of the Buffered Enhanced Equity Index Return and the Strategic Volatility Overlay Amount and the many possible combinations of these variables, it is not possible to present a chart or table illustrating the complete range of possible payments at maturity or total returns that could apply to your notes.


JPMorgan Structured Investments —
TS-14
Notes Linked to the S&P 500® Index with Strategic Volatility Overlay

Hypothetical Examples of Payment at Maturity

The following examples illustrate how the payments at maturity set forth in the table above are calculated.

Example 1: The Buffered Enhanced Equity Index Return is 30.00% and the Strategic Volatility Overlay Amount is $50. Because the Buffered Enhanced Equity Index Return and the Strategic Volatility Overlay Amount are both positive, the investor receives a payment at maturity of $1,350 per $1,000 principal amount note, calculated as follows:

$1,000 + ($1,000 × 30%) + $50 = $1,350

Example 2: The Buffered Enhanced Equity Index Return is 10.00% and the Strategic Volatility Overlay Amount is $0. Although there would be no Strategic Volatility Overlay Amount, because the Buffered Enhanced Equity Index Return is positive the investor receives a payment at maturity of $1,100 per $1,000 principal amount note, calculated as follows:

$1,000 + ($1,000 × 10%) + $0 = $1,100

Example 3: The Buffered Enhanced Equity Index Return is 5.00% and the Strategic Volatility Overlay Amount is -$100. Although the Buffered Enhanced Equity Index Return is positive, it is more than offset by the negative Strategic Volatility Overlay Amount and the investor receives a payment at maturity of $950 per $1,000 principal amount note, calculated as follows:

$1,000 + ($1,000 × 5%) – $100 = $950

Example 4: The Buffered Enhanced Equity Index Return is 0.00% and the Strategic Volatility Overlay Amount is $50. Although the Buffered Enhanced Equity Index Return is 0.00%, because the Strategic Volatility Overlay Amount is positive, the investor receives a payment at maturity of $1,050 per $1,000 principal amount note, calculated as follows:

$1,000 + ($1,000 × 0%) + $50 = $1,050

Example 5: The Buffered Enhanced Equity Index Return is 0.00% and the Strategic Volatility Overlay Amount is $0. Because the Buffered Enhanced Equity Index Return is 0.00% and the Strategic Volatility Overlay Amount is $0, the investor receives a payment at maturity of $1,000 per $1,000 principal amount note, calculated as follows:

$1,000 + ($1,000 × 0%) + $0 = $1,000

Example 6: The Buffered Enhanced Equity Index Return is 0.00% and the Strategic Volatility Overlay Amount is -$100. Although the Buffered Enhanced Equity Index Return is 0.00%, because the Strategic Volatility Overlay Amount is negative, the investor receives a payment at maturity of $900 per $1,000 principal amount note, calculated as follows:

$1,000 + ($1,000 × 0%) – $100 = $900

Example 7: The Buffered Enhanced Equity Index Return is -5.00% and the Strategic Volatility Overlay Amount is $50. Although the Buffered Enhanced Equity Index Return is negative, it is offset by the Strategic Volatility Overlay Amount and the investor receives a payment at maturity of $1,000 per $1,000 principal amount note, calculated as follows:

$1,000 + ($1,000 × -5%) + $50 = $1,000

Example 8: The Buffered Enhanced Equity Index Return is -10.00% and the Strategic Volatility Overlay Amount is $0. Because the Buffered Enhanced Equity Index Return is negative and there is no Strategic Volatility Overlay Amount, the investor receives a payment at maturity of $900 per $1,000 principal amount note, calculated as follows:

$1,000 + ($1,000 × -10%) + $0 = $900

Example 9: The Buffered Enhanced Equity Index Return is -90.00% and the Strategic Volatility Overlay Amount is -$100. Because the Buffered Enhanced Equity Index Return and the Strategic Volatility Overlay Amount are both negative, the negative effect of the Strategic Volatility Overlay Amount is additive to the negative effect of the Buffered Enhanced Equity Index Return and the investor receives a payment at maturity of $0 per $1,000 principal amount note, calculated as follows:

$1,000 + ($1,000 × -90%) – $100 = $0

The hypothetical returns and the hypothetical 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 returns and hypothetical payouts shown above would likely be lower.


JPMorgan Structured Investments —
TS-15
Notes Linked to the S&P 500® Index with Strategic Volatility Overlay

Hypothetical Back-tested Data and Historical Information

     S&P 500® Index

The following graph sets forth the historical performance of the S&P 500® Index based on the weekly historical closing levels of the S&P 500® Index from January 6, 2006 through September 30, 2011. The closing level of the S&P 500® Index on September 30, 2011 was 1131.42. We obtained the closing levels of the S&P 500® Index below from Bloomberg Financial Markets. We make no representation or warranty as to the accuracy or completeness of the information obtained from Bloomberg Financial Markets.

The historical levels of the Equity Index should not be taken as an indication of future performance, and no assurance can be given as to the closing level of the Equity Index on the pricing date or the Observation Date. We cannot give you assurance that the performance of the Equity Index, taken together with the performance of the Volatility Index, will result in the return of any of your initial investment.

     J.P. Morgan Strategic Volatility Index

The following graph sets forth the hypothetical back-tested performance of the Volatility Index based on the hypothetical back-tested weekly closing values of the Volatility Index from September 22, 2006 through July 23, 2010, and the historical performance of the Volatility Index based on the weekly closing levels of the Volatility Index from July 30, 2010 through September 30, 2011. The Volatility Index was created as of the close of business on July 30, 2010. The closing level of the Volatility Index on September 30, 2011 was 591.75. We obtained the closing levels of the Volatility Index below from Bloomberg Financial Markets. We make no representation or warranty as to the accuracy or completeness of the information obtained from Bloomberg Financial Markets.

The hypothetical back-tested and historical levels of the Volatility Index should not be taken as an indication of future performance, and no assurance can be given as to the closing level of the Volatility Index on the pricing date or the Observation Date. We cannot give you assurance that the performance of the Volatility Index, taken together with the performance of the Equity Index, will result in the return of any of your initial investment. The hypothetical back-tested performance of the Volatility Index set forth in the following graph was calculated on materially the same basis as the performance of the Volatility Index is now calculated but does not represent the actual historical performance of the Volatility Index.

The hypothetical historical values above have not been verified by an independent third party. The back-tested, hypothetical historical results above have inherent limitations. These back-tested results are achieved by means of a retroactive application of a back-tested model designed with the benefit of hindsight. No representation is made that an investment in the notes will or is likely to achieve returns similar to those shown.


JPMorgan Structured Investments —
TS-16
Notes Linked to the S&P 500® Index with Strategic Volatility Overlay

Alternative modeling techniques or assumptions would produce different hypothetical historical information that might prove to be more appropriate and that might differ significantly from the hypothetical historical information set forth above. Hypothetical back-tested results are neither an indicator nor a guarantee of future returns. Actual results will vary, perhaps materially, from the analysis implied in the hypothetical historical information that forms part of the information contained in the chart above.

     Historical Performance of the CBOE Volatility Index®

The following graph sets forth the historical weekly performance of the VIX Index from January 6, 2006 through September 30, 2011. We obtained the closing levels of the VIX Index below from Bloomberg Financial Markets. We make no representation or warranty as to the accuracy or completeness of the information obtained from Bloomberg Financial Markets. Your notes are linked, in part, to the Volatility Index and not to the VIX Index. Historical information with respect to the VIX Index is provided for reference purposes only.


JPMorgan Structured Investments —
TS-17
Notes Linked to the S&P 500® Index with Strategic Volatility Overlay