Term sheet
To prospectus dated November 21, 2008,
prospectus supplement dated November 21, 2008 and
product supplement no. 188-A-I dated May 10, 2010
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Term Sheet to
Product Supplement No. 188-A-I
Registration Statement No. 333-155535
Dated May 11, 2010; Rule 433
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Structured
Investments
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$
Return Notes Linked to the JPMorgan Commodity Investable Global Asset Rotator 9 Long-Only
Index due May 17, 2012 |
General
- The notes are designed for investors who seek unleveraged
exposure to the JPMorgan Commodity
Investable Global Asset Rotator 9 Long-Only Index as described below. Investors
should be willing to forgo interest payments and, if the Underlying declines
from the Initial Underlying Value, be willing to lose some or all of their
principal. Any payment on the notes is subject to the credit risk of
JPMorgan Chase & Co.
- The Additional Amount referred to in the accompanying
product supplement no. 188-A-I is deemed to be $0 and, therefore, the notes
will not pay any Additional Amount at maturity.
- Senior unsecured obligations of JPMorgan Chase &
Co. maturing May 17, 2012
- Minimum denominations of $1,000 and integral
multiples thereof
- The notes are expected to price on or about May 12, 2010 and
are expected to settle on or about May 17, 2010.
Key Terms
Underlying:
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JPMorgan Commodity
Investable Global Asset Rotator 9 Long-Only Index (the Commodity-IGAR 9 Long-Only
or the Underlying)
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Payment at Maturity:
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Payment at maturity will reflect the performance of
the Underlying. Any
payment on the notes is subject to the credit risk of JPMorgan Chase &
Co. The principal amount of your notes will be fully exposed to any
decline in the Ending Underlying Value, as compared to the Initial Underlying
Value. Accordingly, at maturity, you will receive an amount per $1,000
principal amount note calculated
as follows:
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$1,000 x (1 + Underlying Return)
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You may lose
some or all of your investment at maturity if the Ending Underlying Value is less than the Initial
Underlying Value.
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Underlying Return:
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Ending Underlying Value Initial Underlying Value
Initial Underlying Value
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Initial Underlying
Value:
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The Underlying closing value on the pricing date, which is
expected to be on or about May 12, 2010
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Ending
Underlying Value:
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The
Underlying closing value on the Observation Date
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Observation Date:
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May 14, 2012
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Maturity
Date:
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May 17, 2012
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CUSIP:
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48124AQM2
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Subject to postponement in
the event of a market disruption event and as described under Description of
Notes Payment at Maturity and Description of Notes Postponement of a
Determination Date in the accompanying product supplement no. 188-A-I or
early acceleration in the event of a hedging disruption event as described
under General Terms of Notes Consequences of a Commodity Hedging
Disruption Event in the accompanying product supplement no. 188-A-I and
in Selected Risk Considerations Commodity Futures Contracts Are
Subject to Uncertain Legal and Regulatory Regimes in this term sheet.
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Investing in the Return Notes involves a number of
risks. See Risk Factors beginning on page PS-5 of the accompanying product
supplement no. 188-A-I and Selected Risk Considerations beginning on page TS-2
of this term sheet.
Neither the Securities and Exchange Commission nor
any state securities commission has approved or disapproved of the notes or
passed upon the accuracy or the adequacy of this term sheet or the accompanying
prospectus supplement and prospectus. Any representation to the contrary is a
criminal offense.
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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.
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(2)
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If the notes priced today, J.P. Morgan Securities
Inc., which we refer to as JPMSI, acting as agent for JPMorgan Chase & Co.,
would receive a commission of approximately $20.00 per $1,000 principal
amount note and would use a portion of that commission to allow selling
concessions to other unaffiliated dealers of approximately $2.50 per $1,000
principal amount note. This commission includes the projected profits that
our affiliates expect to realize in consideration for assuming risks inherent
in hedging our obligations under the notes. The actual commission received
by JPMSI may be more or less than $20.00 and will depend on market conditions
on the pricing date. In no event will the commission received by JPMSI,
which includes concessions to be allowed to other dealers, exceed $30.00 per
$1,000 principal amount note. See Plan of Distribution (Conflicts of Interest)
beginning on page PS-40 of the accompanying product supplement no. 188-A-I.
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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.
May 11, 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. 188-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. 188-A-I dated May 10, 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. 188-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.
JPMorgan Commodity Investable Global Asset Rotator 9 Long-Only
Index
The Commodity Investable Global Asset Rotator 9 Long-Only
Index (the Commodity-IGAR 9 Long-Only or the Underlying).
The Commodity-IGAR 9 Long-Only was developed and is
maintained by J.P. Morgan Securities Ltd. to implement a momentum-based
algorithmic strategy for commodity allocations. The Commodity-IGAR 9 Long-Only
references the value of a synthetic portfolio selected from a limited universe
of commodity sub-indices, each of which is a component of the
S&P GSCITM Index (S&P GSCITM) and is intended
to serve as a benchmark value for a particular commodity. The Commodity-IGAR 9 Long-Only
is an excess return index intended to track the performance of a synthetic
portfolio of commodity excess return sub-indices. An excess return index
reflects the returns that are potentially available through an uncollateralized
investment in the contracts underlying such index, including any profit or loss
realized when rolling such contracts.
Historical performance data for each sub-index is run
through the Commodity-IGAR 9 Long-Only algorithms on a monthly basis. The
algorithms test each sub-indexs performance and consistency. The performance
algorithm tests the year-over-year performance for each sub-index, and the
consistency algorithm filters out sub-indices that have not demonstrated consistent
positive monthly performance over a one-year period, attributing
greater weight to more recent monthly periods.
Up to twelve sub-indices that are ranked with the
strongest positive performance and successfully pass the consistency test are
assigned a target weight of one-twelfth (1/12) in the synthetic portfolio until
the next monthly rebalancing. The weighting of
one-twelfth will apply to each of the strongest sub-indices even if their
number is less than twelve. The remaining constituents are assigned a weight
of zero percent (0%).
The value of the Commodity-IGAR 9 Long-Only is the
value of the synthetic portfolio, minus an adjustment factor deducted daily at an
annual rate of 0.96%.
As of May 4,
2010, the Commodity-IGAR 9 Long-Only
synthetic portfolio contains twelve long positions in the S&P GSCI
sub-indices referencing the following commodities: Brent Crude, WTI Crude, Gas
Oil, Gasoline, Heating Oil, Silver, Gold, Zinc, Nickel, Lead, Copper and
Aluminum. The value of the Commodity-IGAR 9 Long-Only is published each
trading day under the Bloomberg ticker symbol CMDT9YER.
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JPMorgan
Structured Investments
Return Notes Linked to the JPMorgan Commodity Investable Global Asset Rotator 9 Long-Only Index
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TS-1 |
Selected Purchase Considerations
- INVESTMENT EXPOSURE TO THE COMMODITY-IGAR 9 LONG-ONLY The notes provide unleveraged exposure to the Commodity-IGAR 9 Long-Only. Because the notes are our senior unsecured
obligations, payment of any amount at maturity is subject to our ability to pay
our obligations as they become due.
- RETURN LINKED TO DYNAMIC BASKET OF SUB-INDICES
REPRESENTING SUB-ASSET CLASSES OF THE GLOBAL COMMODITY MARKET The return on the notes is linked to the
performance of the JPMorgan Commodity Investable Global Asset Rotator 9 Long-Only
Index. The Commodity-IGAR 9 Long-Only references the value of a synthetic
portfolio drawn from the constituent sub-indices of the S&P GSCITM
using an investment strategy that is generally known as momentum investing. The
rebalancing method therefore seeks to capitalize on positive trends in the U.S.
dollar level of the constituents on the assumption that if certain constituents
performed well in the past, they will continue to perform well in the future.
See The JPMorgan Commodity Investable Global Asset Rotator 9 Long-Only Index
in the accompanying product supplement no. 188-A-I.
- CAPITAL GAINS TAX TREATMENT You
should review carefully the section entitled Certain U.S. Federal Income Tax
Consequences in the accompanying product supplement no. 188-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 as open transactions for U.S. federal income tax purposes.
Assuming this characterization is respected, the gain or loss on your
notes should be treated as long-term capital gain or loss if you hold your
notes for more than a year, whether or not you are an initial purchaser of
notes at the issue price. However, the Internal Revenue Service (the IRS) or
a court may not respect this characterization or treatment of the notes, in
which case the timing and character of any income or loss on the notes could be
significantly and adversely affected. In addition, in 2007 Treasury and 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 character of income or
loss with respect to these instruments; the relevance of factors such as the
nature of the underlying property to which the instruments are linked; the
degree, if any, to which income (including any mandated accruals) realized by
Non-U.S. Holders should be subject to withholding tax; and whether these
instruments are or should be subject to the constructive ownership regime,
which very generally can operate to recharacterize certain long-term capital
gain as ordinary income and impose an interest charge. 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. 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 and the issues presented by this notice. Non-U.S.
Holders should also note that they may be withheld upon at a rate of up to 30%
unless they have submitted a properly completed IRS Form W-8BEN or otherwise
satisfied the applicable documentation requirements.
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.
Selected Risk Considerations
An
investment in the notes involves significant risks. Investing in the notes is
not equivalent to investing directly in the S&P GSCITM constituent sub-indices, in any of the commodities whose futures
contracts determine the levels of the S&P GSCITM constituent
sub-indices or the constituent sub-indices of the Commodity-IGAR 9 Long-Only,
or in any contracts relating to such commodities for which there is an active
secondary market. These risks are explained in more detail in the Risk
Factors section of the accompanying product supplement no. 188-A-I dated May 10, 2010.
- YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS The notes do not guarantee any return of principal
at maturity. The return on the notes is linked to the performance of the
Underlying, and will depend on whether, and the extent to which, the Underlying
Return is positive or negative. Your investment will be fully exposed to any
decline in the Ending Underlying Value, as compared to the Initial Underlying
Value.
- NO PROTECTION AGAINST LOSS If the Underlying Return is negative, at maturity,
you will lose some or all of your investment. For each 1% that the Ending
Underlying Value declines relative to the Initial Underlying Value, you will
lose 1% of your investment in the notes. The Additional Amount referred to
in the accompanying product supplement no. 188-A-I is deemed to be $0 and,
therefore, the notes will not pay any Additional Amount at maturity.
- 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 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.
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JPMorgan
Structured Investments
Return Notes Linked to the JPMorgan Commodity Investable Global Asset Rotator 9 Long-Only Index
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TS-2 |
- CERTAIN BUILT-IN COSTS ARE LIKELY TO AFFECT ADVERSELY
THE VALUE OF THE NOTES PRIOR TO MATURITY While the payment
at maturity, if any, 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, and as a general matter, 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.
This secondary market price will also be affected by a number of factors aside
from the agents commission and hedging costs, including those set forth under
Many Economic and Market Factors Will Impact the Value of the Notes below.
The notes are not designed to be short-term trading instruments. Accordingly,
you should be able and willing to hold your notes to maturity.
- POTENTIAL
CONFLICTS We and our affiliates
play a variety of roles in connection with the issuance of the notes, including
acting as Note Calculation Agent the entity that, among other things,
determines the Underlying closing values to be used to determine your payment
at maturity and acting as the Index Calculation Agent and sponsor of the
Underlying and hedging our obligations under the notes. In performing these
duties, the economic interests of the Note Calculation Agent, Index Calculation
Agent, sponsor of the Underlying and other affiliates of ours are potentially
adverse to your interests as an investor in the notes.
- OUR AFFILIATE, J.P. MORGAN SECURITIES LTD., OR JPMSL,
IS THE INDEX CALCULATION AGENT AND MAY ADJUST THE UNDERLYING IN A WAY THAT
AFFECTS ITS VALUE JPMSL, one of
our affiliates, acts as the Index Calculation Agent and sponsor of the
Underlying, and is responsible for calculating and maintaining the Underlying
and developing the guidelines and policies governing its composition and
calculation. The rules governing the Underlying may be amended at any time by
JPMSL, in its sole discretion, and the rules also permit the use of discretion
by JPMSL in specific instances, such as the right to substitute or exclude a
futures contract included in the Underlying due to a change in law or otherwise
and to calculate substitute closing levels of the Underlying. Unlike other
indices, the maintenance of the Underlying is not governed by an independent
committee. Although judgments, policies and determinations concerning the
Underlying are made by JPMSL, JPMorgan Chase & Co., as the parent company
of JPMSL, ultimately controls JPMSL.
In
addition, the policies and judgments for which JPMSL is responsible could have
an impact, positive or negative, on the value of the Underlying and the value
of your notes. JPMSL is under no obligation to consider your interests as an
investor in the notes.
- JPMSI AND ITS AFFILIATES MAY HAVE PUBLISHED RESEARCH,
EXPRESSED OPINIONS OR PROVIDED RECOMMENDATIONS THAT ARE INCONSISTENT WITH INVESTING
IN OR HOLDING THE NOTES. ANY SUCH RESEARCH, OPINIONS, OR RECOMMENDATIONS COULD
AFFECT THE MARKET VALUE OF THE NOTES JPMSI and its affiliates publish research from time to time on
financial markets and other matters that may influence the value of the notes,
or express opinions or provide recommendations that are inconsistent with
purchasing or holding the notes. JPMSI and its affiliates may have published
research or other opinions that call into question the investment view implicit
in an investment in the notes. Any research, opinions or recommendations
expressed by JPMSI or its affiliates may not be consistent with each other and
may be modified from time to time without notice. Investors should make their
own independent investigation of the merits of investing in the notes, the
Underlying and its constituent sub-indices and the futures contracts underlying
the Underlying and its constituent sub-indices.
- INVESTMENTS RELATED TO THE VALUE OF COMMODITIES TEND
TO BE MORE VOLATILE THAN TRADITIONAL SECURITIES INVESTMENTS The market values of commodities tend to be highly
volatile. Commodity market values are not related to the value of a future
income or earnings stream, as tends to be the case with fixed-income and equity
investments, but are subject to variables of specific application to
commodities markets. These variables include changes in supply and demand
relationships, governmental programs and policies, national and international
monetary, trade, political and economic events, changes in interest and
exchange rates, speculation and trading activities in commodities and related
contracts, weather, and agricultural, trade, fiscal and exchange control
policies. These factors may have a larger impact on commodity prices and
commodity-linked instruments than on traditional fixed-income and equity
securities. These variables may create additional investment risks that cause
the value of the notes to be more volatile than the values of traditional
securities. These and other factors may affect the levels of the sub-indices
included from time to time in the Commodity-IGAR 9 Long-Only, and thus the
value of your notes, in unpredictable or unanticipated ways. The Commodity-IGAR
9 Long-Only provides one avenue for exposure to commodities. The high
volatility and cyclical nature of commodity markets may render these investments
inappropriate as the focus of an investment portfolio.
- COMMODITY FUTURES CONTRACTS ARE SUBJECT TO UNCERTAIN
LEGAL AND REGULATORY REGIMES The
commodity futures contracts that underlie the Commodity-IGAR 9 Long-Only are
subject to legal and regulatory regimes in the United States and, in some
cases, in other countries that may change in ways that could adversely affect our ability to hedge our
obligations under the notes and affect the value of the Commodity-IGAR 9 Long-Only. The
United States Congress has considered legislation that might, if enacted,
subject us to position limits on positions in commodity futures contracts. In
addition, the Commodity Futures Trading Commission, commonly referred to as the
CFTC, and the exchanges on which commodity futures contracts trade, may make
rules or change current interpretations with respect to position limits. Such restrictions may result in a modification of the
rules, which may, in turn, have a negative effect on the value of the
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JPMorgan
Structured Investments
Return Notes Linked to the JPMorgan Commodity Investable Global Asset Rotator 9 Long-Only Index
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TS-3 |
Commodity-IGAR 9 Long-Only and your payment, if any, at maturity. Please see The JPMorgan Core Commodity Investable
Global Asset Rotator Excess Return Extraordinary Events Affecting
Commodity-IGAR 9 Long-Only and Constituent Sub-Indices in the accompanying
product supplement no. 188-A-I for more information. In addition, we or our
affiliates may be unable as a result of such restrictions to effect
transactions necessary to hedge our obligations under the notes, in which case
we may, in our sole and absolute discretion, accelerate the payment on your
notes early and pay you an amount determined in good faith and in a
commercially reasonable manner by the Note Calculation Agent. If the payment
on your notes is accelerated, your investment may result in a loss and you may
not be able to reinvest your money in a comparable investment. Please see
General Terms of Notes Consequences of a Commodity Hedging Disruption Event
in the accompanying product supplement no. 188-A-I for more information.
- OWNING THE NOTES INVOLVES THE RISKS ASSOCIATED WITH COMMODITY-IGAR
9 LONG-ONLYS MOMENTUM INVESTMENT STRATEGY The
Commodity-IGAR 9 Long-Only employs a mathematical model intended to implement
what is generally known as a momentum investment strategy, which seeks to
capitalize on consistent positive market price trends based on the supposition
that consistent positive market price trends may continue. This strategy is
different from a strategy that seeks long-term exposure to a portfolio
consisting of constant components. The Commodity-IGAR 9 Long-Only strategy may
fail to realize gains that could occur as a result of holding a commodity that
has experienced price declines, but after which experiences a sudden price
spike. Further, the rules of the Commodity-IGAR 9 Long-Only limit exposure to
rapidly appreciating sub-indices. This is because the Commodity-IGAR 9 Long-Only
rebalances its exposure to sub-indices each month so that the exposure to any
one sub-index does not exceed one-twelfth of the total long synthetic portfolio
as of the time of a monthly rebalancing. By contrast, a synthetic portfolio
that does not rebalance monthly in this manner could see greater compounded
gains over time through exposure to a consistently and rapidly appreciating sub-index.
- THE COMMODITY-IGAR 9 LONG-ONLY SYNTHETIC PORTFOLIO
MAY HOLD FEW OR NO SUB-INDICES AND WILL NOT REPLICATE THE COMPONENTS OR
WEIGHTINGS OF THE S&P GSCITM COMMODITY INDEX Because the rules of the Commodity-IGAR 9 Long-Only limit the synthetic
portfolio to holding only constituent sub-indices that have shown
consistent positive price appreciation, the synthetic portfolio may experience
periods where it holds few or no constituent sub-indices, and therefore is
unlikely during such periods to achieve returns that exceed the returns realized
by other investment strategies, or be able to capture gains from other
appreciating assets in the market that are not included in the universe of
constituent sub-indices. By contrast, the S&P GSCITM seeks to
allocate weights based on the relative importance of component commodities
within the overall economy. As a result, the Commodity-IGAR 9 Long-Only will
not track an econometric-weighted commodity portfolio or assume constant
exposure to commodity positions.
- OWNING THE NOTES IS NOT THE SAME AS OWNING THE
CONSTITUENT SUB-INDICES OR COMMODITIES CONTRACTS The return on your notes will not reflect the
return you would realize if you actually held or sold short the commodity
contracts replicating the constituent sub-indices of the Commodity-IGAR 9 Long-Only.
The Commodity-IGAR 9 Long-Only synthetic portfolio is a hypothetical construct
that does not hold any underlying assets of any kind. As a result, a holder of
the notes will not have any direct or indirect rights to any commodity
contracts or interests in the constituent sub-indices. Furthermore, the Commodity-IGAR
9 Long-Only synthetic portfolio is subject to monthly rebalancing and the
assessment of a monthly index calculation fee that will reduce its value
relative to the value of the constituent sub-indices.
- SUSPENSION OR DISRUPTIONS OF MARKET TRADING IN THE COMMODITY
AND RELATED OPTIONS FUTURES MARKETS MAY ADVERSELY AFFECT THE LEVEL OF THE COMMODITY-IGAR
9 LONG-ONLY, AND THEREFORE THE VALUE OF THE NOTES The
commodity markets are subject to temporary distortions or other disruptions due
to various factors, including the lack of liquidity in the markets, the
participation of speculators and government regulation and intervention. In
addition, U.S. futures exchanges and some foreign exchanges have
regulations that limit the amount of fluctuation in options futures contract
prices that may occur during a single business day. These limits are generally
referred to as daily price fluctuation limits and the maximum or minimum
price of a contract on any given day as a result of these limits is referred to
as a limit price. Once the limit price has been reached in a particular
contract, no trades may be made at a different price. Limit prices have the
effect of precluding trading in a particular contract or forcing the
liquidation of contracts at disadvantageous times or prices. These
circumstances could adversely affect the level of the Commodity-IGAR 9 Long-Only and, therefore, the value of your notes.
- HIGHER FUTURES PRICES OF THE COMMODITY FUTURES
CONTRACTS UNDERLYING THE CONSTITUENT SUB-INDICES OF THE COMMODITY-IGAR 9 LONG-ONLY
RELATIVE TO THE CURRENT PRICES OF SUCH CONTRACTS MAY AFFECT THE VALUE OF THE COMMODITY-IGAR
9 LONG-ONLY AND THE VALUE OF THE NOTES
The constituent sub-indices of the Commodity-IGAR 9 Long-Only are composed of futures contracts on physical
commodities. Unlike equities, which typically entitle the holder to a
continuing stake in a corporation, commodity futures contracts normally specify
a certain date for delivery of the underlying physical commodity. As the
exchange-traded futures contracts that compose the constituent sub-indices of the Commodity-IGAR 9 Long-Only approach expiration, they are replaced by
contracts that have a later expiration. Thus, for example, a contract
purchased and held in August may specify an October expiration. As time
passes, the contract expiring in October is replaced with a contract for
delivery in November. This process is referred to as rolling. If the market
for these contracts is (putting aside other considerations) in backwardation,
where the prices are lower in the distant delivery months than in the nearer
delivery months, the sale of the October contract would take place at a price
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JPMorgan
Structured Investments
Return Notes Linked to the JPMorgan Commodity Investable Global Asset Rotator 9 Long-Only Index
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TS-4 |
that is higher than the price of the November contract, thereby creating a
positive roll yield. While many of the contracts included in the constituent sub-indices of the Commodity-IGAR 9 Long-Only have historically exhibited consistent
periods of backwardation, backwardation will most likely not exist at all times
and there can be no assurance that backwardation will exist at times that are
advantageous, with respect to your interests as a holder of the notes, to the
valuation of the Commodity-IGAR 9 Long-Only. The presence of contango in the
commodity markets, (i.e., where the prices for the relevant futures
contract are higher in the distant delivery months than in nearby delivery
months) could result in negative roll yields, which could adversely affect
the value of the Commodity-IGAR 9 Long-Only and thus the value of notes linked to the
Commodity-IGAR 9 Long-Only.
- THE COMMODITY-IGAR 9 LONG-ONLY MAY NOT BE SUCCESSFUL
AND MAY NOT OUTPERFORM ANY ALTERNATIVE STRATEGY THAT MIGHT BE EMPLOYED WITH
RESPECT TO THE FUTURES CONTRACTS UNDERLYING THE CONSTITUENT SUB-INDICES The Commodity-IGAR 9 Long-Only follows a
proprietary strategy that operates on the basis on pre-determined rules. No
assurance can be given that the investment strategy on which the Commodity-IGAR
9 Long-Only is based will be successful or that the Commodity-IGAR 9 Long-Only
will outperform any alternative strategy that might be employed with respect to the
futures contracts underlying the constituent sub-indices.
- THE COMMODITY-IGAR 9 LONG-ONLY HAS A LIMITED
OPERATING HISTORY The Commodity-IGAR 9 Long-Only was established
on February 13, 2009 (and its governing rules were amended on July 13, 2009 and effective as of August 24, 2009). Therefore, the Strategy has limited historical
performance. Back-testing or similar analysis in respect of the Commodity-IGAR
9 Long-Only must be considered illustrative only and may be based on estimates
or assumptions not used by the Note Calculation Agent when determining the Commodity-IGAR
9 Long-Only values.
- THE NOTES ARE LINKED TO AN EXCESS RETURN INDEX AND
NOT A TOTAL RETURN INDEX The notes
are linked to an excess return index and not a total return index. The
Underlying is an excess return index intended to track the performance of a
synthetic portfolio of commodity excess return sub-indices. An excess return
index, such as the Underlying, reflects the returns that are potentially
available through an uncollateralized investment in the contracts underlying
such index, including any profit or loss realized when rolling such contracts.
By contrast, a total return index, in addition to reflecting those returns,
also reflects interest that could be earned on funds committed to the trading
of the underlying futures contracts. Investing in the notes will therefore not
generate the same return as one would obtain from investing directly in the
relevant futures contracts or in a total return index related to such future
contracts.
- NO INTEREST PAYMENTS As a holder of the notes, you will not receive any
interest payments.
- 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.
- THE REPORTED LEVEL OF THE COMMODITY-IGAR 9 LONG-ONLY
WILL INCLUDE THE DEDUCTION OF AN ADJUSTMENT FACTOR One way in
which the Commodity-IGAR 9 Long-Only differs from a typical index is that its
daily reported level includes a deduction from the aggregate values of its constituents
of an adjustment factor assessed at an annual rate of 0.96%. This adjustment
factor is deducted daily and calculated based on an actual/360 accrual basis.
As a result of the deduction of this amount, the value of the Commodity-IGAR 9 Long-Only
will trail the value of a hypothetical identically constituted synthetic
portfolio from which no such amount is deducted.
- MANY ECONOMIC AND MARKET FACTORS WILL AFFECT THE
VALUE OF THE NOTES In addition to
the Underlying closing value 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 volatility in the Underlying and the constituent
sub-indices;
- the time to maturity of such notes;
- the market price of the physical commodities upon
which the futures contracts that compose the constituent sub-indices are based;
- interest and yield rates in the market generally as
well as in the markets of the futures contracts that compose the constituent
sub-indices;
- a variety of economic, financial, political,
regulatory, geographical, agricultural, meteorological and judicial events that
affect the commodities underlying the constituent sub-indices or markets
generally and which may affect the value of the commodity futures contracts,
and thus the closing levels of the constituent sub-indices; and
- our creditworthiness, including actual or anticipated
downgrades in our credit ratings.
|
JPMorgan
Structured Investments
Return Notes Linked to the JPMorgan Commodity Investable Global Asset Rotator 9 Long-Only Index
|
TS-5 |
What Is the Payment at Maturity on the Notes,
Assuming a Range of Performances for the Commodity
Investable Global Asset Rotator 9 Long-Only?
The
following table illustrates the hypothetical payments at maturity for each
$1,000 principal amount note. The hypothetical payments at maturity set forth
below assume an Initial Underlying Value of 110. The hypothetical payments at
maturity set forth below are for illustrative purposes only and may not be the
actual payment 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 Underlying
Value
|
Underlying
Return
|
Payment at
Maturity
|
|
198.00
|
80.00%
|
$1,800.00
|
187.00
|
70.00%
|
$1,700.00
|
176.00
|
60.00%
|
$1,600.00
|
165.00
|
50.00%
|
$1,500.00
|
154.00
|
40.00%
|
$1,400.00
|
143.00
|
30.00%
|
$1,300.00
|
132.00
|
20.00%
|
$1,200.00
|
121.00
|
10.00%
|
$1,100.00
|
115.50
|
5.00%
|
$1,050.00
|
110.00
|
0.00%
|
$1,000.00
|
99.00
|
-10.00%
|
$900.00
|
88.00
|
-20.00%
|
$800.00
|
77.00
|
-30.00%
|
$700.00
|
66.00
|
-40.00%
|
$600.00
|
55.00
|
-50.00%
|
$500.00
|
44.00
|
-60.00%
|
$400.00
|
33.00
|
-70.00%
|
$300.00
|
22.00
|
-80.00%
|
$200.00
|
11.00
|
-90.00%
|
$100.00
|
0.00
|
-100.00%
|
$0.00
|
|
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 value of the Underlying increases
from the Initial Underlying Value of 110 to an Ending Underlying Value of 115.50.
Because the Ending Underlying Value
of 115.50 is greater than the Initial Underlying Value of 110, the investor
receives a payment at maturity of $1,050 per $1,000 principal amount note,
calculated as follows:
$1,000 x (1 + 5%) = $1,050
Example 2: The value of the Underlying decreases from
the Initial Underlying Value of 110 to an Ending Underlying Value of 88.
Because the Ending Underlying Value of 88 is less than the Initial Underlying
Value of 110, the investor receives a payment at maturity of $800 per $1,000
principal amount note, calculated as follows:
$1,000 x (1 + -20%) = $800
|
JPMorgan
Structured Investments
Return Notes Linked to the JPMorgan Commodity Investable Global Asset Rotator 9 Long-Only Index
|
TS-6 |
Hypothetical Back-tested Data and Historical Information
The
following graph sets forth the hypothetical back-tested performance of the
Underlying based on the hypothetical back-tested weekly Underlying closing
values from January 7, 2005 through February 13, 2009, and the historical performance of the Underlying based on the weekly
Underlying closing values from February 13, 2009 through May 7,
2010. The
Underlying was established on February
13, 2009. The Underlying closing value
on May 10, 2010 was 111.5182.
We obtained the Underlying
closing values 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 Underlying should not be
taken as an indication of future performance, and no assurance can be given as
to the Underlying closing value on the Observation Date. We cannot give you
assurance that the performance of the Underlying will result in the return of
any of your initial investment at maturity. The data for the hypothetical
back-tested performance of Commodity-IGAR 9 Long-Only set forth in the
following graph was calculated on materially the same basis on which the
performance of Commodity-IGAR 9 Long-Only is now calculated, but the number of
S&P GSCITM sub-indices, and thus the universe of potential
constituent sub-indices, has changed over time. For example, in January 1991,
there were only 17 S&P GSCITM sub-indices. There are currently
24 sub-indices. Hypothetical daily performance data for Commodity-IGAR 9 Long-Only
is net of an adjustment factor of 0.96% per annum.
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 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
Return Notes Linked to the JPMorgan Commodity Investable Global Asset Rotator 9 Long-Only Index
|
TS-7 |