Term Sheet
To prospectus
dated November
21, 2008,
prospectus supplement dated November 21, 2008 and
product supplement no. 193-A-I dated June 16, 2010
|
Term Sheet to
Product Supplement No. 193-A-I
Registration Statement No.
333-155535
Dated June 16, 2010; Rule 433
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Structured
Investments
|
|
$
Contingent
Digital Coupon Notes Linked to Each of the Japanese Yen and the European Union Euro
Relative to the U.S. dollar due June 27, 2011 |
General
- The notes are designed for investors
who seek the potential to earn contingent quarterly Coupon Payments at a fixed
rate of at least 2.80%* per quarter (equivalent to at least 11.20% per annum).
Investors should be willing to forgo the potential to participate in the appreciation
of the U.S. dollar relative to each Reference Currency. Investors should be willing
to forgo a Coupon Payment on a Coupon Payment Date if the Spot Rate of either
Reference Currency on any Determination Date is greater than the Starting Spot
Rate of such Reference Currency on the applicable Determination Date. At
maturity, if the Ending Spot Rate of the Better Performing Reference Currency is
greater than the Starting Spot Rate of such Reference Currency by more than 5%,
you will lose some or all of your principal.
- On any Determination Date, if the Spot
Rate of each Reference Currency is less than or equal to the Starting Spot Rate
of such Reference Currency, investors will receive a Coupon Payment on the
applicable Coupon Payment Date at a Coupon Rate of at least 2.80%*.
- The notes do not guarantee any return
of principal at maturity. The notes are bullish on the U.S. dollar relative to
the Reference Currencies (and therefore bearish on the Reference Currencies
relative to the U.S. dollar), and payment at maturity is linked to the Best
Performing Reference Currency as described below. At maturity, the amount
you will receive (other than the final Coupon Payment, if any) will not be
greater than $1,000 for each $1,000 principal amount note, and if the Ending
Spot Rate of Better Performing Reference Currency is greater than the Starting
Spot Rate of such Reference Currency by more than 5%, you will lose some or all
of your initial principal amount. Any payment on the notes is subject to the
credit risk of JPMorgan Chase & Co.
- Senior unsecured obligations of JPMorgan
Chase & Co. maturing June 27, 2011
- Minimum denominations of $20,000 and
integral multiples of $1,000 in excess thereof
- The notes are expected to price on or
about June 18, 2010 and are expected to settle on or
about June 23, 2010.
Key Terms
Reference Currencies:
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Japanese yen and European Union euro
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Base Currency:
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U.S. dollar
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Coupon Rate:
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At least 2.80%* per quarter (equivalent to
at least 11.20% per annum)
*The Coupon Rate will be determined on the
pricing date and will not be less than 2.80% per quarter.
|
Coupon Payment:
|
On any Determination Date, if the Spot
Rate of each Reference Currency is less than or equal to the Starting Spot
Rate of such Reference Currency, you will receive a Coupon Payment per $1,000
principal amount note payable on the applicable Coupon Payment Date equal to
$1,000 x Coupon Rate.
If the Spot Rate of either Reference
Currency on such Determination Date is greater than the Starting Spot Rate of
such Reference Currency, you will receive no payment on the applicable
Coupon Payment Date.
|
Payment at Maturity:
|
At maturity, the amount you will receive will be based on
three different scenarios:
- If the Ending Spot Rate of the Better Performing Reference
Currency is less than or equal to the Starting Spot Rate of such Reference
Currency, you will receive the principal amount of your notes at maturity
plus the final Coupon Payment, if any.
- If the Ending Spot Rate of the Better Performing Reference
Currency is greater than the Starting Spot Rate of such Reference Currency by
up to 5%, you will receive the principal amount of your notes at maturity.
- If the Ending Spot Rate of the Better Performing Reference
Currency is greater than the Starting Spot Rate of such Reference Currency by
more than 5%, for every 1% increase of the Better Performing Reference Currency
beyond 5%, you will lose an amount equal to 1.0526% of the principal amount
of your notes and your payment at maturity per $1,000 principal amount note
will be calculated as follows:
$1,000 [$1,000 x (Better
Performing Reference Currency Return 5%) x 1.0526]
Notwithstanding the foregoing, in no event will the
payment at maturity per $1,000 principal amount note be less than $0.
You will lose some or all of your principal at maturity if
the Ending Spot Rate of the Better Performing Reference Currency is greater
than the Starting Spot Rate of such Reference Currency by more than 5%. Because
the payment at maturity is linked to the Better Performing Reference
Currency, you will lose some or all of your principal at maturity if the Base
Currency depreciates relative to either Reference Currency by more than 5%.
Other than the final Coupon Payment, if any, at maturity, you will not
receive an amount greater than $1,000 for each $1,000 principal amount note
because you will not benefit directly from the appreciation of the U.S.
dollar relative to each of the Reference Currencies.
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Buffer Percentage:
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5%
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Leverage Factor:
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1.0526
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Reference Currency Return:
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Ending Spot Rate Starting
Spot Rate
Starting Spot Rate
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Starting Spot Rate:
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The Starting Spot Rate of each Reference Currency is
expressed in terms of a number of U.S. dollars per one unit of the Reference
Currency, based on (a)(i) for the Japanese yen, one divided by the applicable
rate as reported by Reuters Group PLC (Reuters) on page WMRSPOT12 at
approximately 4:00 p.m., Greenwich Mean Time, on the pricing date and (ii)
for the European Union euro, the applicable rate as reported on Reuters page WMRSPOT05
at approximately 4:00 p.m., Greenwich Mean Time, on such date or (b) such
exchange rates determined by reference to certain intra-day trades, in each
case, as determined by the calculation agent in good faith and a commercially
manner. If the Calculation Agent determines the Starting Spot Rates by
reference to intraday trades, it should be noted that such discretion could
have an impact (positive or negative) on the value of your notes although the
calculation agent will make all such determination in good faith and a
commercially reasonable manner. The calculation agent is under no obligation
to consider your interests as a holder of the notes in taking any actions,
including the determination of the Starting Spot Rates, that might affect the
value of your notes. For information about the risks related to this
discretion, see Selected Risk Considerations Potential Conflicts on page
TS-5 of this term sheet.
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Ending Spot Rate:
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For each Reference Currency, the Ending Spot Rate is the
Spot Rate of such Reference Currency on the final Determination Date.
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Better Performing Reference Currency:
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The Reference Currency with the Better Performing
Reference Currency Return
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Better Performing Reference Currency Return:
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The highest of the Reference Currency Return
of the Reference Currencies
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Determination Dates:
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September 22, 2010, December 22, 2010, March
22, 2011 and June 22, 2011
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Coupon Payment Dates:
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With respect to each Determination Date, the third
business day after such Determination Date, except that the final Coupon
Payment Date will be the Maturity Date.
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Maturity Date:
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June 27, 2011
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CUSIP:
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48124AUP0
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Subject to
postponement in the event of a market disruption event and as described under
Description of Notes Coupon Payments, Description of Notes Payment at
Maturity and Description of Notes Postponement of Determination Dates or
Initial Averaging Dates in the accompanying product supplement no. 193-A-I
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Investing in the Contingent Digital Coupon
Notes involves a number of risks. See Risk Factors beginning on page PS-8 of
the accompanying product supplement no. 193-A-I and Selected Risk
Considerations beginning on page TS-5 of this term sheet.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the notes or passed upon the accuracy
or the adequacy of this term sheet or the accompanying prospectus supplement
and prospectus. Any representation to the contrary is a criminal offense.
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Price to Public (1)
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Fees and Commissions (2)
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Proceeds to Us
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Per note
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$
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$
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$
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Total
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$
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$
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$
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(1)
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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 our affiliates
expected cost of providing such hedge as well as the profit our affiliates
expect to realize in consideration for assuming the risks inherent in
providing such hedge. For additional related information, please see Use of
Proceeds beginning on page PS-18 of the accompanying product supplement no. 193-A-I.
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(2)
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Please
see Supplemental Plan of Distribution (Conflicts of Interest) in this term
sheet for information about fees and commissions.
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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.
June 16, 2010
Additional Terms Specific to the Notes
JPMorgan Chase &
Co. has filed a registration statement (including a prospectus) with the
Securities and Exchange Commission, or SEC, for the offering to which this term
sheet relates. Before you invest, you should read the prospectus in that
registration statement and the other documents relating to this offering that JPMorgan
Chase & Co. has filed with the SEC for more complete information about JPMorgan
Chase & Co. and this offering. You may get these documents without cost by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, JPMorgan
Chase & Co., any agent or any dealer participating in this offering will
arrange to send you the prospectus, the prospectus supplement, product
supplement no. 193-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. 193-A-I dated June 16, 2010. This term sheet, together with
the documents listed below, contains the terms of the notes and supersedes all other
prior or contemporaneous oral statements as well as any other written materials
including preliminary or indicative pricing terms, correspondence, trade ideas,
structures for implementation, sample structures, fact sheets, brochures or
other educational materials of ours. You should carefully consider, among
other things, the matters set forth in Risk Factors in the accompanying
product supplement no. 193-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 or our refers to JPMorgan
Chase & Co.
Additional Key Terms
- SPOT RATE The Spot Rate of
each Reference Currency on any currency business day is expressed as a number
of U.S. dollars per one unit of the applicable Reference Currency and is equal
to (a) for the Japanese yen, one divided by the applicable rate as reported by
Reuters Group PLC (Reuters) on page WMRSPOT12 (or any successor page) at
approximately 4:00 p.m., Greenwich Mean Time, on such date and (b) for the
European Union euro, the applicable rate as reported on Reuters page WMRSPOT05 (or
any successor page) at approximately 4:00 p.m., Greenwich Mean Time, on such
date.
- CURRENCY BUSINESS DAY A currency business day, with
respect to the Reference Currency, means a day on which (a) dealings in foreign
currency in accordance with the practice of the foreign exchange market occur
in The City of New York, and the principal financial centers for the Reference
Currencies (which are Tokyo, Japan for the Japanese yen and Frankfurt, Germany
for the European Union euro, respectively), (b) banking institutions in The
City of New York and such principal financial centers are not otherwise
authorized or required by law, regulation or executive order to close and (c)
the Trans-European Automated Real-time Gross Settlement Express Transfer System
(TARGET2) is open, each determined by the calculation agent.
|
JPMorgan
Structured Investments
Contingent Digital Coupon Notes Linked to Each of
the Japanese yen and the European Union euro Relative to the U.S. dollar
|
TS-1 |
What Are the Coupon
Payments on the Notes, Assuming a Range of Performances for the Reference
Currencies?
The following tables and examples illustrate the
hypothetical Coupon Payments on the notes. The following tables and examples
assume Starting Spot Rates for the Japanese yen and the European Union euro of
1.2500 and 0.011000, respectively, and a Coupon Rate of 2.80%. The actual
Coupon Rate will be set on the pricing date and will not be less than 2.80%.
The hypothetical Starting Spot Rates, Spot Rates on each Determination Date and
Coupon Payments set forth below are for illustrative purposes only and may not
be the actual Starting Spot Rates, Spot Rates on each Determination Date or Coupon
Payments applicable to a purchaser of the notes. The numbers appearing in the
following table and examples have been rounded for ease of analysis.
Example 1
|
Determination
Date
|
Japanese Yen
Spot
Rate
|
European
Union
Euro
Spot Rate
|
Coupon Payment
|
|
First
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0.011000
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1.1250
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$28.00
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Second
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0.0089100
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1.0125
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$28.00
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Third
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0.0080190
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1.2500
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$28.00
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Fourth
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0.0072171
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0.8201
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$28.00
|
|
|
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Total =
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$112.00
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Annual Percentage Yield =
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11.2%
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In
example 1, the Spot Rate for the Japanese yen on each Determination Date is
less than or equal to the hypothetical Start Spot Rate of 0.011000, and the
Spot Rate for the European Union euro on each Determination Date is less than
or equal to the hypothetical Start Spot Rate of 1.2500. As a result, you will
receive a coupon payment on each Coupon Payment Date per $1,000 principal
amount note of $28, calculated as 2.8% x $1,000, and the total of your Coupon
Payments over the term of the notes will be $112.
Example 2
|
Determination
Date
|
Japanese Yen
Spot
Rate
|
European
Union
Euro
Spot Rate
|
Coupon Payment
|
|
First
|
0.011000
|
1.1250
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$28.00
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Second
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0.0089100
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1.3125
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$0.00
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Third
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0.0080190
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1.2500
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$28.00
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Fourth
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0.0072171
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1.2938
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$0.00
|
|
|
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Total =
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$56.00
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Annual Percentage Yield =
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5.6%
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In
example 2, the Spot Rate for the Japanese yen on each Determination Date is
less than or equal to the hypothetical Start Spot Rate of 0.011000; however,
the Spot Rates for the European Union euro on the second and fourth Determination
Dates are greater than the hypothetical Start Spot Rate of 1.2500. As a
result, you will receive a coupon payment on only the first and third Coupon
Payment Dates per $1,000 principal amount note of $28 for each Coupon Payment
Date, calculated as 2.8% x $1,000, and the total of your Coupon Payments over
the term of the notes will be $56.
Example 3
|
Determination
Date
|
Japanese Yen
Spot
Rate
|
European
Union
Euro
Spot Rate
|
Coupon Payment
|
|
First
|
0.012222
|
1.1250
|
$0.00
|
Second
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0.011550
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1.0125
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$0.00
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Third
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0.012100
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0.9113
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$0.00
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Fourth
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0.013915
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0.8201
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$0.00
|
|
|
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Total =
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$0.00
|
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Annual Percentage Yield =
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0.0%
|
In example 3, the Spot Rate for the European Union
euro on each Determination Date is less than the hypothetical Start Spot Rate
of 1.2500; however, the Spot Rate for the Japanese yen on each Determination
Date is greater than the hypothetical Start Spot Rate of 0.011000. As a
result, you will receive no Coupon Payments over the term of the notes.
|
JPMorgan
Structured Investments
Contingent Digital Coupon Notes Linked to Each of
the Japanese yen and the European Union euro Relative to the U.S. dollar
|
TS-2 |
What Is the Payment at
Maturity on the Notes, Assuming a Range of Performances for the Better
Performing Reference Currency?
The following table and examples illustrate the hypothetical
return at maturity on the notes. The return at maturity 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. The
hypothetical payments at maturity below exclude the final Coupon Payment, if
any. The table and examples below assume that the Better Performing
Reference Currency is the European Union euro. We make no representation or
warranty as to which of the Reference Currencies will be the Better Performing
Reference Currency for purposes of calculating your actual payment at maturity.
In addition, the following table and examples assume a Starting Spot Rate for
the Better Performing Reference Currency of 1.25. The hypothetical total
returns set forth below are for illustrative purposes only and may not be the
actual total returns applicable to a purchaser of the notes. The numbers
appearing in the following table and examples have been rounded for ease of
analysis.
|
Ending Spot
Rate
|
Better
Performing
Currency Return
|
Return at
Maturity
|
|
0.2500
|
-80.00%
|
0.00%
|
0.3750
|
-70.00%
|
0.00%
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0.5000
|
-60.00%
|
0.00%
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0.6250
|
-50.00%
|
0.00%
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0.7500
|
-40.00%
|
0.00%
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0.8750
|
-30.00%
|
0.00%
|
1.0000
|
-20.00%
|
0.00%
|
1.1250
|
-10.00%
|
0.00%
|
1.1875
|
-5.00%
|
0.00%
|
1.2500
|
0.00%
|
0.00%
|
1.2813
|
2.50%
|
0.00%
|
1.3125
|
5.00%
|
0.00%
|
1.3750
|
10.00%
|
-5.26%
|
1.4375
|
15.00%
|
-10.53%
|
1.5000
|
20.00%
|
-15.79%
|
1.6250
|
30.00%
|
-26.32%
|
1.7500
|
40.00%
|
-36.84%
|
1.8750
|
50.00%
|
-47.37%
|
2.0000
|
60.00%
|
-57.89%
|
2.1250
|
70.00%
|
-68.42%
|
2.2500
|
80.00%
|
-78.95%
|
2.3750
|
90.00%
|
-89.47%
|
2.5000
|
100.00%
|
-100.00%
|
|
Hypothetical Examples of Amounts Payable at
Maturity
The
following examples illustrate how the total returns set forth in the table
above are calculated.
Example 1: The Spot Rate of the Better Performing
Reference Currency decreases from the Starting Spot Rate of 1.2500 to an Ending
Spot Rate of 1.1875.
Because the Ending Spot Rate of 1.1875 is less than the
Starting Spot Rate of 1.2500, you will receive the principal amount of your
notes at maturity.
Example 2: The Spot Rate of the Better Performing Reference
Currency increases from the Starting Spot Rate of 1.2500 to an Ending Spot Rate
of 1.3125.
Because the Ending Spot Rate of 1.3125 is greater than the
Starting Spot Rate of 1.2500 by not more than the buffer percentage of 5%, you
will receive the principal amount of your notes at maturity.
Example 3: The Spot Rate of the Better Performing Reference
Currency decreases from the Starting Spot Rate of 1.2500 to an Ending Spot Rate
of 1.7500.
Because the Ending Spot Rate of 1.7500 is greater than the
Starting Spot Rate of 1.2500 by more than the buffer percentage of 5%, your
payment at maturity per $1,000 principal amount note is $631.59 per $1,000
principal amount note, calculated as follows:
$1,000 [$1,000 x (40% 5%) x
1.0526] = $631.59
|
JPMorgan
Structured Investments
Contingent Digital Coupon Notes Linked to Each of
the Japanese yen and the European Union euro Relative to the U.S. dollar
|
TS-3 |
Selected Purchase
Considerations
- CONTINGENT QUARTERLY
COUPON PAYMENTS The notes offer the potential to earn
quarterly Coupon Payments at a fixed rate of at least 2.80% for each Coupon
Payment Date (equivalent to at least 11.20% per annum) if the Spot Rate of each
Reference Currency on the applicable Determination Date is less than or equal
to the Starting Spot Rate of such Reference Currency. Any Coupon Payment will
be payable to the holders of record at the close of business on the date 15
calendar days prior to the applicable Coupon Payment Date. Because the notes
are our senior unsecured obligations, any Coupon Payment or any payment at
maturity is subject to our ability to pay our obligations as they become due.
- THE NOTES DO NOT
GUARANTEE THE RETURN OF YOUR PRINCIPAL AT MATURITY We will pay you
your principal back at maturity only if the Ending Spot Rate of each Reference
Currency is not greater than its Starting Spot Rate by more than the buffer
percentage of 5%. However, if the Ending Spot Rate of either Reference
Currency is greater than its Starting Spot Rate by more than the buffer
percentage of 5%, for every 1% appreciation of the Better Performing Reference
Currency beyond the buffer percentage of 5%, you will lose an amount equal to
1.0526% of the principal amount of the notes. Accordingly, you could lose some
or all of the principal amount of your notes at maturity.
- THE NOTES ARE BULLISH
ON THE U.S. DOLLAR RELATIVE TO THE REFERENCE CURRENCIES The return on the
notes is linked to the performance of the Japanese yen and the European Union
euro, which we refer to as the Reference Currencies, relative to the U.S.
dollar, which we refer to as the Base Currency. You will receive a Coupon
Payment on a Coupon Payment Date if the U.S. dollar appreciates or remains flat
relative to both Reference Currencies from the pricing date to the applicable Determination
Date. Similarly, we will pay you your principal back at maturity if the U.S.
dollar has not depreciated relative to either of the Reference Currencies by
more than the buffer percentage of 5% from the pricing date to the final Determination
Date. Accordingly, the notes are bullish on the U.S. dollar relative to the
Reference Currencies (and therefore bearish on the Reference Currencies
relative to the U.S. dollar). Your return on the notes will be adversely
affected if the U.S. dollar depreciates relative to either of the Reference
Currencies over the applicable period (or depreciates by more than the buffer
percentage of 5% with respect to your payment at maturity).
- TAX TREATMENT You should review carefully the section entitled
Certain U.S. Federal Income Tax Consequences in the accompanying product
supplement no. 193-A-I. Subject to the limitations described therein, and
based on certain factual representations received from us, in the opinion of
our special tax counsel, Davis Polk & Wardwell LLP, it is reasonable to
treat the notes for U.S. federal income tax purposes as instruments that are not
indebtedness and that, in summary, have the following consequences. Gain or
loss upon a sale or exchange of a note (including at maturity) generally will be
ordinary foreign currency income or loss under Section 988 of the Internal
Revenue Code of 1986, as amended (the Code). Although the matter is not
clear, it is unlikely that an election will be available under Section 988 to
treat your gain or loss with respect to the notes as capital gain or loss.
Foreign currency losses are potentially subject to certain reporting
requirements. Although the U.S. federal income tax treatment of Coupon Payments is
uncertain, we intend to treat Coupon Payments as ordinary income at the time
accrued or received in accordance with your method of accounting for U.S. federal income tax
purposes. We expect that Coupon Payments made to Non-U.S. Holders will be withheld
upon at a rate of 30%, subject to possible reduction or elimination under an
applicable income tax treaty, unless that income is effectively connected with
their conduct of a trade or business in the United States (in which case, in
order to avoid withholding, Non-U.S. Holders will likely be required to provide
a properly executed IRS Form W-8ECI). In addition, in 2007 Treasury and the Internal
Revenue Service (the IRS) released a notice requesting comments on the U.S. federal income tax
treatment of prepaid forward contracts and similar instruments, which might
include the notes. The notice focuses in particular on whether to require
holders of these instruments to accrue income over the term of their
investment. It also asks for comments on a number of related topics, including
the relevance of factors such as the nature of the underlying property to which
the instruments are linked and the degree, if any, to which income (including
any mandated accruals) realized by Non-U.S. Holders should be subject to
withholding tax. While the notice requests comments on appropriate transition
rules and effective dates, any Treasury regulations or other guidance
promulgated after consideration of these issues could materially and adversely
affect the tax consequences of an investment in the notes, possibly with
retroactive effect. In 2007 the IRS also issued a revenue ruling holding that
a financial instrument with some arguable similarity to the notes is properly
treated as a debt instrument denominated in a foreign currency. The notes are
distinguishable in meaningful respects from the instrument described in the
revenue ruling. If, however, the scope of the revenue ruling were to be
extended, it could materially and adversely affect the tax consequences of an
investment in the notes for U.S. Holders, possibly with retroactive effect.
Both U.S. and Non-U.S.
Holders should consult their tax advisers regarding the U.S. federal income tax
consequences of an investment in the notes, including possible alternative
treatments, the application of Section 988 to an investment in the notes, and
the issues presented by the notice and revenue ruling described above.
The discussion in the preceding paragraph, when read
in combination with the section entitled Certain U.S. Federal Income Tax
Consequences in the accompanying product supplement, constitutes the full
opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal
income tax consequences of owning and disposing of notes.
|
JPMorgan
Structured Investments
Contingent Digital Coupon Notes Linked to Each of
the Japanese yen and the European Union euro Relative to the U.S. dollar
|
TS-4 |
Selected Risk
Considerations
An investment in the notes involves
significant risks. Investing in the notes is not equivalent to taking a short
position or otherwise investing directly in either of the Reference Currencies or
the Base Currency or any instruments linked to either of the Reference
Currencies or the Base Currency. These risks are explained in more detail in
the Risk Factors section of the accompanying product supplement no. 193-A-I
dated June 16, 2010.
- YOUR INVESTMENT IN THE NOTES MAY
RESULT IN A LOSS The
notes do not guarantee any Coupon Payment on any Coupon Payment Date or any
return of principal at maturity. You will lose some or all of your principal
at maturity if the Ending Spot Rate of the Better Performing Reference Currency
is greater than the Starting Spot Rate of such Reference Currency by more than
the buffer percentage of 5%. Under these circumstances, for every 1%
appreciation of the Better Performing Reference Currency beyond the buffer
percentage of 5%, you will lose an amount equal to 1.0526% of the principal
amount of your notes. Because the payment at maturity is linked to the Better Performing
Reference Currency, you will lose some or all of your principal at maturity if
the Base Currency depreciates relative to either Reference Currency by more
than the buffer percentage of 5% from the pricing date to the final
Determination Date.
- YOU MAY RECEIVE NO
COUPON PAYMENTS DURING THE TERM OF THE NOTES You will receive no Coupon Payment
on a Coupon Payment Date if the Spot Rate of either Reference Currency on the
applicable Determination Date is greater than the Starting Spot Rate of such
Reference Currency. Accordingly, negative performance by the Base Currency
relative to either or both Reference Currencies will prevent you from receiving
one or more Coupon Payments, and you may receive no Coupon Payments during the
term of the notes. As a result, you may receive no return on your investment.
- YOU WILL NOT RECEIVE A PAYMENT AT
MATURITY WITH A VALUE GREATER THAN YOUR PRINCIPAL AMOUNT, PLUS THE FINAL COUPON
PAYMENT, IF ANY The
payment you receive at maturity, if any, will be no greater than the principal
amount of your notes plus the final Coupon Payment, if any, and the total
payments you receive over the term of the notes will not exceed the principal
amount of your notes plus the Coupon Payments paid during the term of the
notes. You will receive no more than the principal amount of your notes plus
the final Coupon Payment, if any, regardless of any appreciation in the value
of the Base Currency relative to either Reference Currency, which may be
significant. Accordingly, the return on the notes may be significantly less
than the return from a direct short position in either or both of the Reference
Currencies or a direct long position in the Base Currency.
- CREDIT RISK OF JPMORGAN CHASE &
CO. The notes are subject to the credit
risk of JPMorgan Chase & Co. and our credit ratings and credit spreads may
adversely affect the market value of the notes. Investors are dependent on JPMorgan
Chase & Co.s ability to pay all amounts due on the notes on any Coupon
Payment Date or at maturity, and therefore investors are subject to our credit
risk and to changes in the markets view of our creditworthiness. Any
decline in our credit ratings or increase in the credit spreads charged by the
market for taking our credit risk is likely to adversely affect the value of
the notes.
- POTENTIAL CONFLICTS We and our affiliates play a
variety of roles in connection with the issuance of the notes, including acting
as calculation agent and hedging our obligations under the notes. In
performing these duties, the economic interests of the calculation agent and
other affiliates of ours are potentially adverse to your interests as an
investor in the notes. For
example, one of JPMSIs duties as calculation agent involves determining the
Starting Spot Rates in the manner set forth on the cover page of this term
sheet. Although the calculation agent will make all determinations and will
take all actions in relation to the establishment of the Starting Spot Rates in
good faith, it should be noted that such discretion could have an impact
(positive or negative), on the value of your notes. The calculation agent is
under no obligation to consider your interests as a holder of the notes in
taking any actions, including the determination of the Starting Spot Rates,
that might affect the value of your notes. The Starting Spot Rates may vary,
and may vary significantly, from the rates displayed in publicly available
sources at any time on the pricing date. If the Starting Spot Rates as
determined by the calculation agent are lower than the rates that are reflected
in the publicly available information, the Spot Rates of the Reference Currencies
must achieve a lower level for you to receive any Coupon Payment or to receive
the principal amount of your notes at maturity than if the rates displayed in
publicly available sources were used. JPMSI will not have any obligation to
consider your interests as a holder of the notes in making this determination.
- YOUR
RETURN ON YOUR INVESTMENT IN THE NOTES WILL BE LIMITED TO THE COUPON PAYMENTS,
IF ANY, ON THE NOTES The only return that you will receive on your investment
in the notes will be the Coupon Payments, if any, on the notes specified in the
relevant terms supplement. There is no guarantee that you will receive any
Coupon Payment over the term of the notes. In addition, the Coupon Payments,
if any, may not be sufficient to offset any loss of principal at maturity.
- CERTAIN BUILT-IN
COSTS ARE LIKELY TO AFFECT ADVERSELY THE VALUE OF THE NOTES PRIOR TO MATURITY While the payment
at maturity described in this term sheet is based on the full principal amount
of your notes, the original issue price of the notes includes the agents commission
and the estimated cost of hedging our obligations under the notes. As a
result, the price, if any, at which JPMSI will be willing to purchase notes
from you 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 to you. The notes are not designed to be short-term
trading instruments. Accordingly, you should be able and willing to hold your
notes to maturity.
|
JPMorgan
Structured Investments
Contingent Digital Coupon Notes Linked to Each of
the Japanese yen and the European Union euro Relative to the U.S. dollar
|
TS-5 |
- THE NOTES ARE
BEARISH ON THE REFERENCE CURRENCIES RELATIVE TO THE U.S. DOLLAR Because the notes
are bullish on the U.S. dollar relative to each of the Reference Currencies,
the notes are bearish on each of the Reference Currencies relative to the U.S.
dollar. You will receive no Coupon Payment on a Coupon Payment Date if any
Reference Currency has appreciated relative to the U.S. dollar from the pricing
date to the applicable Determination Date. Similarly, you will lose some or all
of the principal amount of your notes at maturity if any Reference Currency has
appreciated by more than the buffer percentage of 5% from the pricing date to
the final Determination Date.
- YOU ARE EXPOSED TO
THE RISK OF NEGATIVE PERFORMANCE BY THE BASE CURRENCY RELATIVE TO BOTH
REFERENCE CURRENCIES Your return on the notes and your payment at maturity, if
any, is not linked to a basket consisting of the Reference Currencies relative
to the Base Currency. Instead, any Coupon Payments and your payment at
maturity will be contingent upon the performance of the Base Currency relative
to each individual Reference Currency. Unlike an instrument with a return
linked to a basket of underlying assets, in which risk is mitigated and
diversified among all the components of the basket, you will be exposed equally
to the risks related to the Base Currency relative to both Reference
Currencies. Negative performance by the Base Currency relative to either Reference
Currency over the term of the notes may prevent you from receiving one or more
Coupon Payments and may negatively affect your payment at maturity. Any such
negative performance will not be offset or mitigated by positive performance by
the Base Currency relative to the other Reference Currency. Accordingly, your
investment is subject to the risk of the Base Currency relative to both
Reference Currencies. You cannot predict the future performance of the Base
Currency relative to either Reference Currency based on its historical
performance.
- YOUR PAYMENT AT
MATURITY WILL BE DETERMINED BY THE BETTER PERFORMING REFERENCE CURRENCY You will lose
some or all of your principal at maturity if the Ending Spot Rate of either Reference
Currency is above its Starting Spot Rate by more than 5%. This will be true
even if the Ending Spot Rate of the other Reference Currency is less than or
equal to its Starting Spot Rate or is greater than its Starting Spot Rate by
not more than 5%. The performance of the Base Currency relative to each Reference
Currency may not be correlated and, as a result, you may receive the principal
amount of your notes at maturity only if there is a broad-based increase in the
value of the Base Currency relative to foreign currencies generally across
diverse markets during the term of the notes.
- THE
NOTES ARE SUBJECT TO CURRENCY EXCHANGE RISK Foreign currency exchange rates
vary over time, and may vary considerably during the term of the notes. The
value of a Reference Currency or the Base Currency is at any moment a result of
the supply and demand for that currency. Changes in foreign currency exchange
rates result over time from the interaction of many factors directly or
indirectly affecting economic and political conditions in Japan, the countries
included in the European Union and the United States, and economic and
political developments in other relevant countries or regions.
Of particular
importance to potential currency exchange risk are:
- existing and
expected rates of inflation;
- existing and
expected interest rate levels;
- the balance of
payments in Japan, the countries included in the European Union and the United
States, and between each country and its major trading partners; and
- the extent of
governmental surplus or deficit in Japan, the countries included in the European
Union and the United States.
All of these factors
are, in turn, sensitive to the monetary, fiscal and trade policies pursued by Japan, the European Union
and the United
States,
and those of other countries important to international trade and finance.
- GOVERNMENTAL
INTERVENTION COULD MATERIALLY AND ADVERSELY AFFECT THE VALUE OF THE NOTES Foreign exchange
rates can be fixed by the sovereign government, allowed to float within a range
of exchange rates set by the government or left to float freely. Governments,
including those issuing the Reference Currencies and the Base Currency, use a
variety of techniques, such as intervention by their central bank or imposition
of regulatory controls or taxes, to affect the exchange rates of their
respective currencies. They may also issue a new currency to replace an existing
currency, fix the exchange rate or alter the exchange rate or relative exchange
characteristics by devaluation or revaluation of a currency. Thus, a special
risk in purchasing the notes is that their trading value and amount payable
could be affected by the actions of sovereign governments, fluctuations in
response to other market forces and the movement of currencies across borders.
- EVEN
THOUGH THE REFERENCE CURRENCIES AND BASE CURRENCY TRADE AROUND-THE-CLOCK, THE
NOTES WILL NOT Because the inter-bank market in foreign currencies is a
global, around-the-clock market, the hours of trading for the notes, if any,
will not conform to the hours during which the Reference Currencies and Base
Currency are traded. Consequently, significant price and rate movements may
take place in the underlying foreign exchange markets that will not be
reflected immediately in the price of the notes. Additionally, there is no
systematic reporting of last-sale information for foreign currencies which,
combined with the limited availability of quotations to individual investors,
may make it difficult for many investors to obtain timely and accurate data
regarding the state of the underlying foreign exchange markets.
- CURRENCY MARKET
DISRUPTIONS MAY ADVERSELY AFFECT YOUR RETURN The calculation agent may, in its
sole discretion, determine that the currency markets have been affected in a
manner that prevents it from properly determining, among other things, the Spot
Rate on any Determination Date (including the Ending Spot Rate) or the
Reference Currency Return of any Reference Currency. These events may include
disruptions or suspensions of trading in the currency markets as a whole, and
could be a Convertibility Event, a Deliverability Event, a Liquidity Event, a
Taxation Event, a Discontinuity Event, or a Price Source Disruption Event. See
General Terms of Notes Market Disruption Events in the accompanying product
supplement no. 193-A-I for further information on what constitutes a market
disruption event.
|
JPMorgan
Structured Investments
Contingent Digital Coupon Notes Linked to Each of
the Japanese yen and the European Union euro Relative to the U.S. dollar
|
TS-6 |
- THE
RECENT GLOBAL FINANCIAL CRISIS OR ANY FUTURE FINANCIAL CRISIS CAN BE EXPECTED
TO HEIGHTEN CURRENCY EXCHANGE RISKS In periods of financial turmoil, capital
can move quickly out of regions that are perceived to be more vulnerable to the
effects of the crisis than others with sudden and severely adverse consequences
to the currencies of those regions. In addition, governments around the world,
including the United States government and governments of other major world
currencies, have recently made, and may be expected to continue to make, very
significant interventions in their economies, and sometimes directly in their
currencies. Such interventions affect currency exchange rates globally and, in
particular, the value of the Reference Currencies relative to the Base Currency.
Further interventions, other government actions or suspensions of actions, as
well as other changes in government economic policy or other financial or
economic events affecting the currency markets, may cause currency exchange
rates to fluctuate sharply in the future, which could have a material adverse
effect on the value of the notes and your return on your investment in the
notes at maturity.
- LACK OF LIQUIDITY The notes will not be listed on any
securities exchange. JPMSI intends to offer to purchase the notes in the
secondary market but is not required to do so. Even if there is a secondary
market, it may not provide enough liquidity to allow you to trade or sell the
notes easily. Because other dealers are not likely to make a secondary market
for the notes, the price at which you may be able to trade your notes is likely
to depend on the price, if any, at which JPMSI is willing to buy the notes.
- MANY ECONOMIC AND
MARKET FACTORS WILL IMPACT THE VALUE OF THE NOTES In addition to
the Spot Rate of the Reference Currencies on any day, the value of the notes
will be affected by a number of economic and market factors that may either
offset or magnify each other, including:
- the expected
volatility in the Reference Currencies and the Base Currency;
- the time to maturity
of the notes;
- the Coupon Rate;
- interest and yield
rates in the market generally as well as in Japan, the countries included in the European
Union and the United States;
- the exchange rate
and the volatility of the exchange rate between the U.S. dollar and the
Japanese yen and between the U.S. dollar and the European euro;
- changes in
correlation (the extent to which the Reference Currency exchange rates increase
or decrease to the same degree at the same time) between the Reference Currency
exchange rates;
- suspension or
disruption of market trading in the Reference Currencies or the Base Currency;
- a variety of
economic, financial, political, regulatory and judicial events; and
- our creditworthiness,
including actual or anticipated downgrades in our credit ratings.
|
JPMorgan
Structured Investments
Contingent Digital Coupon Notes Linked to Each of
the Japanese yen and the European Union euro Relative to the U.S. dollar
|
TS-7 |
Historical Information
The following graphs show the
historical weekly performance of each Reference Currency relative to the Base Currency expressed
in terms of the conventional market quotations (in the case of the Japanese
yen, the amount of Japanese yen that can be exchanged for one U.S. dollar and,
in the case of the European Union euro, the amount of U.S. dollars that can be
exchanged for one European Union euro, which we refer to in this term sheet as
the exchange rates) as shown on Bloomberg Financial Markets, from January 7, 2005 through June 11,
2010. The exchange rates of the Japanese yen and the European Union euro at approximately 11:00 a.m., New
York City time, on June 15, 2010 were 91.46 and 1.2308, respectively,
relative to the U.S. dollar.
The exchange rates displayed in the graphs below are for
illustrative purposes only and are not the same as the Spot Rates of the
Reference Currencies. The notes are bullish on the Base Currency relative
to the Reference Currencies (and therefore bearish on the Reference Currencies
relative to the Base Currency), and you will receive Coupon Payments over the
term of the notes only if the U.S. dollar appreciates or remains flat in value
relative to the individual Reference Currencies. You will receive your
principal back at maturity only if the U.S. dollar appreciates relative to the individual
Reference Currencies or does not depreciate by more than 5% relative to either
Reference Currency. The Spot Rates for each Reference Currency relative to
the U.S. dollar are expressed as the amount of U.S. dollars per one unit of the
applicable Reference Currency, which is the inverse of the conventional market
quotation for the Japanese yen relative to the U.S. dollar set forth in the
applicable graph below and which is largely consistent with the conventional
market quotation for the European Union euro relative to the U.S. dollar set
forth in the applicable graph below.
The historical exchange rates in the
graphs below were determined using the rates reported by Bloomberg Financial
Markets and may not be indicative of the Spot Rates of the Reference Currencies
relative to the U.S. dollar that would be derived from the applicable Reuters
pages.
The Spot Rates of the Japanese yen and
the European Union euro on June 15, 2010 were 0.010960 and 1.2038, respectively,
relative to the U.S. dollar, calculated in the manner set forth under
Additional Key Terms Spot Rate on page TS-1 of this term sheet. No assurance can be given as to the
Spot Rate of either Reference Currency on any Determination Date. We cannot
give you assurance that the performance of the Reference Currencies relative to
the Base Currency will result in any Coupon Payment or the return of your
principal at maturity.
Supplemental Plan of
Distribution (Conflicts of Interest)
JPMSI, acting as agent for JPMorgan
Chase & Co., will receive a commission that will depend on market
conditions on the pricing date. In no event will that commission exceed $10.00
per $1,000 principal amount note. See Plan of Distribution (Conflicts of
Interest) beginning on page PS-29 of the accompanying product supplement no. 193-A-I.
For a different portion of the notes
to be sold in this offering, an affiliated bank will receive a fee and another
affiliate of ours will receive a structuring and development fee. In no event
will the total amount of these fees exceed $10.00 per $1,000 principal amount
note.
|
JPMorgan
Structured Investments
Contingent Digital Coupon Notes Linked to Each of
the Japanese yen and the European Union euro Relative to the U.S. dollar
|
TS-8 |