Term sheet
To prospectus dated November 21, 2008,
prospectus supplement dated November 21, 2008 and
product supplement no. 202-A-I dated January 25, 2011

Term Sheet to
Product Supplement 202-A-I
Registration Statement No. 333-155535
Dated October 3, 2011; Rule 433

Structured 
Investments 

      $
Notes Linked to the JPMorgan ETF Efficiente 5 Index
due October 22, 2018

General

Key Terms

Index:

JPMorgan ETF Efficiente 5 Index (the “Index”)

Payment at Maturity:

At maturity, you will receive a cash payment, for each $1,000 principal amount note, of $1,000 plus the Additional Amount, which may be zero.

You are entitled to repayment of principal in full at maturity, subject to the credit risk of JPMorgan Chase & Co.

Additional Amount:

The Additional Amount per $1,000 principal amount note paid at maturity will equal $1,000 × the Index Return × the Participation Rate, provided that the Additional Amount will not be less than zero.

Participation Rate:

Between 225% and 250%. The actual Participation Rate will be determined on the pricing date and will not be less than 225% or greater than 250%.

Index Return:

Ending Index Level – Initial Index Level
                 Initial Index Level

Initial Index Level:

The Index closing level on the pricing date

Ending Index Level:

The Index closing level on the Observation Date

Observation Date:

October 15, 2018*

Maturity Date:

October 22, 2018*

CUSIP:

48125X4L7

*

Subject to postponement in the event of a market disruption event and as described under “Description of Notes — Payment at Maturity” in the accompanying product supplement no. 202-A-I

Subject to the impact of a commodity hedging disruption event as described under “General Terms of Notes — Consequences of a Commodity Hedging Disruption Event” in the accompanying product supplement no. 202-A-I. In the event of a commodity hedging disruption event, we have the right, but not the obligation, to cause the note calculation agent to determine on the commodity hedging disruption date the value of the Additional Amount payable at maturity. Under these circumstances, the value of the Additional Amount payable at maturity will be determined prior to, and without regard to the level of the Index on, the Observation Date.

Investing in the notes involves a number of risks. See “Risk Factors” beginning on page PS-8 of the accompanying product supplement no. 202-A-I and “Selected Risk Considerations” beginning on page TS-3 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.

(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 $60.00 per $1,000 principal amount note and would use a portion of that commission to allow selling concessions to other affiliated or unaffiliated dealers of approximately $35.00 per $1,000 principal amount note. The concessions of approximately $35.00 per $1,000 principal amount note include concessions to be allowed to selling dealers and concessions to be allowed to any arranging dealer. This commission includes the projected profits that our affiliates expect to realize, some of which may be allowed to other unaffiliated dealers, for assuming risks inherent in hedging our obligations under the notes. The actual commission received by JPMS may be more or less than $60.00 and will depend on market conditions on the pricing date. In no event will the commission received by JPMS, which includes concessions and other amounts that may be allowed to other dealers, exceed $80.00 per $1,000 principal amount note. See “Plan of Distribution (Conflicts of Interest)” beginning on page PS-132 of the accompanying product supplement no. 202-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, the prospectus supplement, product supplement no. 202-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. 202-A-I dated January 25, 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. 202-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.govas follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):

You may access additional information regarding The JPMorgan ETF Efficiente 5 Index in the Strategy Guide at the following URL: http://www.sec.gov/Archives/edgar/data/19617/000095010311000060/crt-dp20603_fwp.pdf

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.

We may create and issue additional notes with the same terms as these notes, so that any additional notes will be considered part of the same tranche as these notes.

The JPMorgan ETF Efficiente 5 Index

The JPMorgan ETF Efficiente 5 Index (the “Index”) was developed and is maintained and calculated by J.P. Morgan Securities Ltd. (“JPMSL”), one of our affiliates. JPMSL acts as the calculation agent for the Index (the “index calculation agent”). The Index is a notional dynamic basket that tracks the excess return of a portfolio of 12 exchange-traded funds (“ETFs”) (each an “ETF Constituent,” and collectively the “ETF Constituents”), with dividends reinvested, and the JPMorgan Cash Index USD 3 Month (the “Cash Constituent”) (each a “Basket Constituent,” and collectively the “Basket Constituents”) above the return of the Cash Constituent, less a fee of 0.50% per annum that accrues daily. The Basket Constituents represent a diverse range of asset classes and geographic regions.

The Index rebalances monthly a synthetic portfolio composed of the Basket Constituents. The Index is based on the “modern portfolio theory” approach to asset allocation, which suggests how a rational investor should allocate his capital across the available universe of assets to maximize return for a given risk appetite. The Index uses the concept of an “efficient frontier” to define the asset allocation of the Index. An efficient frontier for a portfolio of assets defines the optimum return of the portfolio for a given amount of risk. The Index uses the volatility of returns of hypothetical portfolios as the measure of risk. This strategy is based on the assumption that the most efficient allocation of assets is one that maximizes returns per unit of risk. The index level of the ETF Efficiente Index is determined by tracking the return of the synthetic portfolio above the return of the Cash Constituent. The weights assigned to the Basket Constituents within the synthetic portfolio are rebalanced monthly. The strategy assigns the weights to the Basket Constituents based upon the returns and volatilities of multiple hypothetical portfolios comprising the Basket Constituents measured over the previous six months. The re-weighting methodology seeks to identify the weight for each Basket Constituent that would have resulted in the hypothetical portfolio with the highest return over the relevant measurement period, subject to an annualized volatility over the same period of 5% or less. Thus, the portfolio exhibiting the highest return with an annualized volatility of 5% or less is then selected, with the weightings for such portfolio applied to the Basket Constituents. In the event that none of the portfolios has an annualized volatility equal to or less than 5%, this volatility threshold is increased by 1% and this analysis performed again until a portfolio is selected.


JPMorgan Structured Investments —
TS-1
Notes Linked to the JPMorgan ETF Efficiente 5 Index

The Index is described as a “notional” or synthetic portfolio or basket of assets because there is no actual portfolio of assets to which any person is entitled or in which any person has any ownership interest. The Index merely references certain assets, the performance of which will be used as a reference point for calculating the level of the Index.

The following are the Basket Constituents composing the Index and the maximum weighting constraints assigned to the relevant sector and asset type to which each belongs:

 

Sector Cap

Basket Constituent

Asset
Cap

1

Developed Equities 50%

SPDR® S&P 500® ETF Trust

20%

2

iShares® Russell 2000 Index Fund

10%

3

iShares® MSCI EAFE Index Fund

20%

4

Bonds 50%

iShares® Barclays 20+ Year Treasury Bond Fund

20%

5

iShares® iBOXX $ Investment Grade Corporate Bond Fund

20%

6

iShares® iBOXX $ High Yield Corporate Bond Fund

20%

7

Emerging Markets 25%

iShares® MSCI Emerging Markets Index Fund

20%

8

iShares® Emerging Markets Bond Fund

20%

9

Alternative Investments 25%

iShares® Dow Jones Real Estate Index Fund

20%

10

iShares® S&P GSCI™ Commodity-Indexed Trust

10%

11

SPDR® Gold Trust

10%

12

Inflation Protected Bonds and Cash 50%

iShares® Barclays TIPS Bond Fund

50%

13

JPMorgan Cash Index USD 3 Month

50%

See “The JPMorgan ETF Efficiente 5 Index ” in the accompanying product supplement no. 202-A-I for more information on the Index and the Basket Constituents.

The level of the Index is published each trading day under the Bloomberg ticker symbol “ EEJPUS5E .”

Selected Purchase Considerations


JPMorgan Structured Investments —
TS-2
Notes Linked to the JPMorgan ETF Efficiente 5 Index

Selected Risk Considerations

An investment in the notes involves significant risks. Investing in the notes is not equivalent to investing directly in the Index, any of its Basket Constituents or any of the securities, commodities, commodity futures contracts or other assets underlying the Basket Constituents. These risks are explained in more detail in the “Risk Factors” section of the accompanying product supplement no. 202-A-I dated January 25, 2011.


JPMorgan Structured Investments —
TS-3
Notes Linked to the JPMorgan ETF Efficiente 5 Index

JPMorgan Structured Investments —
TS-4
Notes Linked to the JPMorgan ETF Efficiente 5 Index

JPMorgan Structured Investments —
TS-5
Notes Linked to the JPMorgan ETF Efficiente 5 Index

JPMorgan Structured Investments —
TS-6
Notes Linked to the JPMorgan ETF Efficiente 5 Index

JPMorgan Structured Investments —
TS-7
Notes Linked to the JPMorgan ETF Efficiente 5 Index

JPMorgan Structured Investments —
TS-8
Notes Linked to the JPMorgan ETF Efficiente 5 Index

What Is the Total Return on the Notes at Maturity, Assuming a Range of Performances for the Index?

The following table and examples illustrate the payment at maturity (including, where relevant, the payment of the Additional Amount) for a $1,000 principal amount note for a hypothetical range of performances for the Index Return from -80% to +80% and assume a Participation Rate of 225% and an Initial Index Level of 110. The actual Participation Rate will be determined on the pricing date and will be not be less than 225% or greater than 250%.

The following results are based solely on the hypothetical examples cited and assume that a commodity hedging disruption event has not occurred during the term of the notes. The hypothetical payments at maturity set forth below are for illustrative purposes only and may not be the actual payments at maturity applicable to a purchaser of the notes. The numbers appearing in the following table and examples have been rounded for ease of analysis.  


Ending Index
Level

Index
Return

Index Return ×
Participation Rate (225%)

Additional
Amount

 

Principal

 

Payment at Maturity


198.00

80.00%

180.00%

$1,800.00

+

$1,000.00

=

$2,800.00

187.00

70.00%

157.50%

$1,575.00

+

$1,000.00

=

$2,575.00

176.00

60.00%

135.00%

$1,350.00

+

$1,000.00

=

$2,350.00

165.00

50.00%

112.50%

$1,125.00

+

$1,000.00

=

$2,125.00

154.00

40.00%

90.00%

$900.00

+

$1,000.00

=

$1,900.00

143.00

30.00%

67.50%

$675.00

+

$1,000.00

=

$1,675.00

132.00

20.00%

45.00%

$450.00

+

$1,000.00

=

$1,450.00

126.50

15.00%

33.75%

$337.50

+

$1,000.00

=

$1,337.50

121.00

10.00%

22.50%

$225.00

+

$1,000.00

=

$1,225.00

115.50

5.00%

11.25%

$112.50

+

$1,000.00

=

$1,112.50

110.00

0.00%

N/A

$0.00

+

$1,000.00

=

$1,000.00

104.50

-5.00%

N/A

$0.00

+

$1,000.00

=

$1,000.00

99.00

-10.00%

N/A

$0.00

+

$1,000.00

=

$1,000.00

93.50

-15.00%

N/A

$0.00

+

$1,000.00

=

$1,000.00

88.00

-20.00%

N/A

$0.00

+

$1,000.00

=

$1,000.00

77.00

-30.00%

N/A

$0.00

+

$1,000.00

=

$1,000.00

66.00

-40.00%

N/A

$0.00

+

$1,000.00

=

$1,000.00

55.00

-50.00%

N/A

$0.00

+

$1,000.00

=

$1,000.00

44.00

-60.00%

N/A

$0.00

+

$1,000.00

=

$1,000.00

33.00

-70.00%

N/A

$0.00

+

$1,000.00

=

$1,000.00

22.00

-80.00%

N/A

$0.00

+

$1,000.00

=

$1,000.00


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 level of the Index increases from the Initial Index Level of 110 to an Ending Index Level of 132. Because the Ending Index Level of 132 is greater than the Initial Index Level of 110, the Additional Amount is equal to $450 and the payment at maturity is equal to $1,450 per $1,000 principal amount note, calculated as follows:

$1,000 + ($1,000 × [(132-100)/100] × 225%) = $1,450

Example 2: The level of the Index decreases from the Initial Index Level of 110 to an Ending Index Level of 93.50. Because the Ending Index Level of 93.50 is lower than the Initial Index Level of 110, the payment at maturity per $1,000 principal amount note is the principal amount of $1,000.

Example 3: The level of the Index neither increases nor decreases from the Initial Index Level of 110. Because the Ending Index Level of 110 is equal to the Initial Index Level of 100, the payment at maturity is equal to $1,000 per $1,000 principal amount note.  


JPMorgan Structured Investments —
TS-9
Notes Linked to the JPMorgan ETF Efficiente 5 Index

The following graph demonstrates the hypothetical total return on the notes at maturity for a subset of the Index Returns detailed in the table on the previous page (-30% to 40%). The numbers appearing in the graph have been rounded for ease of analysis.

The hypothetical returns and 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.

Hypothetical Back-tested Data and Historical Information

The following graph sets forth the hypothetical back-tested performance of the Index based on the hypothetical back-tested weekly Index closing levels from January 6, 2006 through October 22, 2010 and the historical performance of the Index based on the Index closing levels from October 29, 2010 through September 30, 2011. The Index was established on October 29, 2010. The Index closing level on September 30, 2011 was 107.95. We obtained the Index closing levels 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 values of the Index should not be taken as an indication of future performance, and no assurance can be given as to the Index closing levels on the pricing date or the Observation Date. The data for the hypothetical back-tested performance of the Index set forth in the following graph were calculated on materially the same basis on which the performance of the Index is now calculated but does not represent the actual historical performance of the 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.

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.


JPMorgan Structured Investments —
TS-10
Notes Linked to the JPMorgan ETF Efficiente 5 Index