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J.P.MORGAN
Strategy Guide No. 3 to
Registration Statement 333-155535
Filed Pursuant to Rule 433
Dated September 30, 2009
COMMODITY INVESTMENTS
JPMorgan Structured Products
Optimax Market-Neutral
Strategy Guide
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IMPORTANT INFORMATION
JPMorgan Chase & Co. ("JPMorgan") has filed a registration statement (including
a prospectus) with the Securities and Exchange Commission (the "SEC") for any
offerings to which these materials relate. Before you invest in any offering of
securities by JPMorgan, you should read the prospectus in that registration
statement, the prospectus supplement, as well as the particular product
supplement, terms supplement and any other documents that JPMorgan will file
with the SEC relating to such offering for more complete information about
JPMorgan and the offering of any securities. You may get these documents without
cost by visiting EDGAR on the SEC Website at www.sec.gov. Alternatively,
JPMorgan, any agent or any dealer participating in the particular offering will
arrange to send you the prospectus and the prospectus supplement, as well as any
product supplement and terms supplement, if you so request by calling toll-free
866-535-9248.
The information contained in this strategy guide is as of the date specified
above, and neither JPMorgan nor any of its affiliates or subsidiaries or their
respective directors, officers, employees, representatives, delegates or agents
(each a "Relevant Person") is under any obligation to update such information.
This strategy guide has been prepared by the Commodities Investment Group
("CIG") and is not a product of JPMorgan's research departments. Opinions
expressed herein may differ from the opinions expressed by other areas of
JPMorgan, including its research departments.
None of the Relevant Persons makes any representation or warranty, whatsoever,
express or implied, as to the results that may be obtained through an investment
linked to the Optimax Market-Neutral Index (the "Index" or the "Optimax
Market-Neutral Index"). Each Relevant Person hereby expressly disclaims all
warranties of accuracy, completeness, merchantability, or fitness for a
particular purpose with respect to any information contained in this strategy
guide and no Relevant Person shall have any liability (direct or indirect,
punitive consequential or otherwise) to any person even if notified of the
possibility of any such damages. During the course of their normal business, any
Relevant Person may enter into or promote, offer or sell financial instruments
or investments (structured or otherwise) linked to the Index, commodities
generally or the commodity indices referenced in the Index. In addition, any
Relevant Person may have, or may have had, interested or positions, or may buy,
sell or otherwise trade positions in or relating to the Index, commodities
generally or commodity indices referenced therein, or related derivatives, or
may invest or engage in transactions with other persons, or on behalf of such
persons relating to these items. Such activity may have an adverse impact on the
liquidity of the commodity markets and on the spot prices, forward rates,
futures prices and index values referenced by the Index. In some cases, these
activities and transactions may have an adverse affect on the performance of the
Index. None of the Relevant Persons have any duty to consider the circumstances
of any person when participating in such transactions or to conduct themselves
in a manner that is favorable to anyone with exposure to the Index.
This strategy guide is not intended to provide the full details of the Index and
should be regarded as illustrative only. Persons interested in the Index should
refer to The Optimax--Index Rules, dated June 27, 2008 and as amended on
December 2, 2008 (the "Index Rules") for a complete description of the Index
rules and operating methodology. This strategy guide is not intended as a
recommendation, offer or solicitation for (i) the purchase or sales of any
security or financial instrument or (ii) participation in any transaction. This
strategy guide should not be used to evaluate the advantages and disadvantages
of any security or financial instrument linked to the Index or otherwise
participating in any transaction referencing the Index. Such evaluation should
be made solely on the basis of the information contained in the relevant terms
supplement and product supplement (the "Offering Documents") when available.
Those Offering Documents will contains the terms of any security 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, including this strategy guide. All
persons should conduct their own investigations and consult with their own
professional advisors when evaluating this strategy guide without reliance on
any Relevant Person. None of the Relevant Persons is a fiduciary or advisor to
any person interested in obtaining exposure to the Index.
The Index represents a synthetic portfolio of various sub-indices, with each
sub-index providing exposure to exchange traded futures contracts related to a
specific commodity. There is no actual portfolio of assets to which any person
is entitled or in which any person has an ownership interest. The Index merely
identifies certain hypothetical trading positions, the performance of which will
be used as a reference point for the purposes of calculating the performance of
the Index.
Any "back-testing" information provided herein is illustrative only and derived
from proprietary models based on certain data (which may not correspond with the
data that a third party would use to back-test the Index) and on certain
assumptions and estimates (not all of which may be specified herein and which
are subject to change without notice). The results obtained from different
models, assumptions, estimates and/or data may be materially different from the
results presented herein, and such "back-testing" information should not be
considered indicative of the actual results that might be obtained from an
investment or participation in a financial instrument or transaction referencing
the Index described herein. The hypothetical historical levels presented herein
have not been verified by an independent third party, and such hypothetical
historical levels have inherent limitations. Past hypothetical performance
results are neither indicative of nor a guarantee of future returns. Actual
results will vary, potentially materially, from the hypothetical levels provided
herein. The Relevant Persons expressly disclaim any responsibility for (i) the
accuracy or completeness of the models, assumptions, estimates and data used in
deriving the "back-testing" information, (ii) any errors or omissions in
computing or disseminating the "back-testing" information, and (iii) any uses to
which the "back-testing" information may be put by any recipient of such
information.
Any historical composite performance records included in this strategy guide are
hypothetical and it should be noted that the constituents have not traded
together in the manner shown in the composite historical replication of the
Index. No representation is being made that the Index will achieve a composite
performance record similar to that shown. In fact, there are frequently sharp
differences between a hypothetical historical composite performance record and
the actual record of the combination of those underlying elements subsequently
achieved.
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Standard & Poor's Disclaimer
The Optimax Market-Neutral Index is not sponsored, endorsed, sold or promoted by
Standard & Poor's, a division of the McGraw-Hill Companies, Inc. Standard &
Poor's makes no representation or warranty, express or implied, of the ability
of the Standard & Poor's Goldman Sachs Commodity Index Excess Return (the "S&P
GSCITM") or any component sub-index to track general commodity market
performance or any segment thereof respectively. Standard & Poor's' only
relationship to JPMorgan (in such capacity, the "Licensee") is the licensing of
the S&P GSCITM and any component sub-indices, all of which are determined,
composed and calculated by Standard & Poor's without regard to the Licensee or
the Index. Standard & Poor's has no obligation to take the needs of the Licensee
or the Index into consideration in determining, composing or calculating the S&P
GSCITM or any component sub-index. The S&P GSCITM and the component sub-indices
thereof are not owned, endorsed, or approved by or associated with Goldman Sachs
& Co. or its affiliated companies.
STANDARD AND POOR'S DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF
THE S&P GSCITM OR ANY COMPONENT SUB-INDEX THEREOF OR ANY DATA INCLUDED THEREIN.
STANDARD AND POOR'S SHALL HAVE NO LIABILIY FOR ANY ERRORS, OMISSIONS, OR
INTERRUPTION THEREIN. STANDARD AND POOR'S MAKES NO WARRANTY, EXPRESS OR IMPLIED,
AS TO RESULTS TO BE OBTAINED BY LICENSEE OR ANY OTHER PERSON OR ENTITY FROM THE
USE OF THE S&P GSCITM OR ANY COMPONENT SUB-INDEX THEREOF OR ANY DATA INCLUDED
THEREIN IN CONNECTION WITH THE RIGHTS LICENSED TO LICENSEE. STANDARD AND POOR'S
MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH
RESPECT TO THE S&P GSCITM OR ANY COMPONENT SUB-INDEX THEREOF OR ANY DATA
INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL
STANDARD AND POOR'S HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR
CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE
POSSIBILITY OF SUCH DAMAGES.
Optimax Market-Neutral Index Disclaimer
Neither J.P. Morgan Securities Ltd. ("JPMSL" and in its capacity as calculation
agent for the Index, the "Optimax Calculation Agent") nor any of its Relevant
Persons make any representation or warranty, whatsoever, express or implied, as
to the results that may be obtained through the use of this strategy guide or
the Index. Each Relevant Person hereby expressly disclaims all warranties of
accuracy, completeness, merchantability, or fitness for a particular purpose
with respect to any information contained in this strategy guide and no Relevant
Person shall have any liability (direct or indirect, special, punitive
consequential or otherwise) to any person even if notified of the possibility of
any such damages.
The Optimax Calculation Agent is under no obligation to continue the
calculation, publication and dissemination of the Index.
No one may reproduce or disseminate the information contained in this strategy
guide without the prior written consent of the Optimax Calculation Agent. This
strategy guide is not intended for distribution to, or use by any person in, a
jurisdiction where such distribution is prohibited by law or regulation.
This strategy guide should be read in association with the Index Rules, which
were filed with the SEC and are available at
http://sec.gov/Archives/edgar/data/19617/000089109208005922/e33843_fwp.pdf
Copyright 2009 JPMorgan Chase & Co. All Rights reserved. Additional information
is available upon request.
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OVERVIEW
The Optimax Market-Neutral Index (the "Optimax Market-Neutral Index" or the
"Index") is a JPMorgan commodity strategy that seeks to generate consistent
returns through a selection of commodity-linked component sub-indices (the
"Constituents") based on modern portfolio theory and momentum theory. Each
Constituent is a sub-index of the Standard & Poor's GSCITM Excess Return
Commodity Index (the "S&P GSCITM"), with each such sub-index itself comprised of
exchange-traded commodity futures contracts.
Key features of the Index include:
o synthetic investment in up to 18 of the 24 sub-indices constituting the S&P
GSCITM;(1)
o dynamic long-short exposure to commodities through a synthetic portfolio
that is rebalanced monthly pursuant to a non-discretionary, rules-based
methodology;
o algorithmic portfolio construction intended to address the cyclical nature
of commodities markets; and
o levels published on Bloomberg under the ticker CMDTOMER.
The following graph sets forth the performance of the Index based on the
hypothetical back-tested daily closing values of the Index from January 1, 1991
through May 5, 2008(2) and the historical performance of the Index from May 6,
2008 (the date of the inception of the Index) through August 31, 2009. The
Optimax Market-Neutral Index had an annualized excess return of 4.56 % over this
period (aggregating the back-tested and historical data), outperforming the S&P
GSCITM and the Dow Jones-AIG Commodity IndexSM.(3)
(1) The Optimax Market-Neutral Index is not representative of a pure commodities
allocation and is not designed to replicate or track commodities markets, the
S&P GSCITM or any or all of the sub-indices of the S&P GSCITM. The Index seeks
to replicate a synthetic portfolio that references certain S&P GSCITM
sub-indices, but its performance will not reflect the underlying performance of
the commodities markets as a whole. See "Risk Factors-- The Optimax
Market-Neutral Index is not representative of a pure commodities allocation and
is not designed to replicate or track commodities markets, the S&P GSCITM or any
or all of the sub-indices of the S&P GSCITM."
(2) The Index has been calculated on a "live" basis since May 6, 2008. However,
the rules that govern the Index were not formalized until June 27, 2008 (such
rules, the "Index Rules"). For the period from and including May 6, 2008 to, but
excluding, June 27, 2008, the Index was calculated using formulas that were
substantially similar to the formulas set forth in the Index Rules.
(3) For the Index, the excess return measures the return from a hypothetical
investment in the relevant commodity futures contracts underlying the
Constituents, taking into account any discounts or premiums received by
"rolling" the hypothetical positions in the Constituents on each monthly
rebalancing. See "Risk Factors-- Higher or lower future prices of the commodity
futures contracts underlying the Constituents, relative to their current prices,
may affect the value of the Index."
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Hypothetical Performance of Optimax since Jan 1991
[GRAPHIC OMITTED]
Summary of Hypothetical Optimax Returns: Jan 1991
- ----------------------------------------------------------------
Strategy Optimax Market-Neutral S&P GSCI(TM)
(hypothetical)
- ----------------------------------------------------------------
Annualized Return 4.56% - 0.31%
- ----------------------------------------------------------------
Annualized Volatility 5.69% 21.18%
- ----------------------------------------------------------------
Sharpe Ratio 0.80 - 0.01
- ----------------------------------------------------------------
Source: JPMorgan. The hypothetical and historical performance of the Index is
net of the replication adjustment factor of 0.96% per annum.
Because the Index did not exist before May 6, 2008, all retrospective levels
provided above are simulated and must be considered illustrative only. The
simulated data was constructed using certain procedures that may vary from the
procedures used to calculate the Index on a going forward basis, and on the
basis of certain assumptions that may not hold during future periods. Although
these procedures and assumptions are considered reasonable or necessary, the
variations used in producing simulated historical data from those used to
calculate the Index going forward could produce variations in returns of
indeterminate direction and amount. Past hypothetical performance results are
neither an indicative of nor a guarantee of future returns. Actual results will
vary, potentially materially, from the hypothetical historical performance
provided herein.
"Annualized Return" is calculated arithmetically and was not calculated on a
compound basis.
"Annualized Volatility" means the standard deviation of the Index's arithmetic
monthly returns for a one year period based on the period from January 31, 1990
through August 31, 2009.
"Sharpe Ratio" is a fraction, the numerator of which is the Annualized Return
and the denominator of which is Annualized Volatility. Sharpe Ratios are used to
measures a strategy's degree of risk (as measured by its annualized volatility)
against its potential reward (as measured by its annualized return).
"S&P GSCI(TM)" refers to S&P Goldman Sachs Excess Return Commodity Index(TM).
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STRATEGY DESCRIPTION
The Index employs a commodities allocation strategy that is based on modern
portfolio theory and momentum theory. Each month, the Optimax Calculation Agent
will rebalance the Index to take synthetic long and short positions in the
Constituents based on mathematical rules that account for the following
variables:
o the returns of each Constituent over the preceding twelve months, which are
used to determine the estimated return of each Constituent in the following
month (after accounting for any effects of seasonality);
o the covariance between the Constituents, which is a measure of the degree
to which two Constituents change relative to each other;
o the volatility of the Constituents over the preceding three months and the
preceding twelve months; and
o constraints applicable to the weights of the Constituents of the Index.
The Optimax Market-Neutral Index utilizes algorithms to determine the various
long and short positions that it will take in the Constituents. However, the
weights for each Constituent will also be adjusted to comply with certain
allocation constraints and volatility targets. For example, the Index is
rebalanced monthly in a manner that resets the sum of the weights of each
Constituent to zero and applies a sector diversification constraint. For more
information on the constraints on the Index, see "What are the Constraints on
the Index?"
After accounting for these variables, the volatility targets and the allocation
constraints, the Index will generally take long synthetic positions in the
Constituents with positive estimated future returns and short synthetic
positions in the Constituents with negative estimated future returns (although
in certain circumstances, the Index might take short synthetic positions in
Constituents with positive estimated future returns or long synthetic positions
in Constituents with negative estimated future returns). The Optimax Calculation
Agent will publish the index values for the Index on Bloomberg, subject to the
occurrence of a market disruption event or in the case of the occurrence of
certain limitations or suspensions of the trading of options or futures
contracts on commodities related to the Constituents. You can find the current
index value for the Index on Bloomberg at: ticker: CMDTOMER.
What is momentum theory?
The Index aims to profit from the momentum theory applied to commodities.
Momentum is the tendency for commodity futures contracts that have exhibited
positive returns in the recent past to continue to exhibit positive returns and
for commodity futures contracts that have exhibited negative returns in the
recent past to continue to exhibit negative returns. There is no guarantee that
commodity futures contracts with positive past returns will continue to have
positive returns in the future or that commodity futures contracts with negative
past returns will continue to have negative returns in the future.
The Index takes both long and short positions in the Constituents with the aim
of generating positive returns at the Index level, while satisfying allocation
and volatility constraints set forth in the Index Rules.
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What is modern portfolio theory?
The modern portfolio theory is a theory of asset allocation that illustrates how
a rational investor, investing in a universe of different assets (each with its
own "expected return" and "risk"), can create a theoretical portfolio with the
highest expected return for any given level of risk. By analyzing the
relationships between the assets contained within the portfolio and looking at
the overall risk-return profile of that portfolio, an investor can obtain an
"efficient" portfolio (i.e., a portfolio with the highest expected return for a
given level of risk). The application of modern portfolio theory in portfolio
construction can theoretically allow for higher returns and/or lower risk than
would be possible by designing a portfolio solely by selecting specific assets
on the basis of their individual risks and returns.
For example, assume a portfolio consisting of a single "risk-free" asset that
provides a certain "risk-free" return. If one were to add risky assets to that
portfolio, the expected return will increase (along with the risk), as
illustrated in the diagram below. By adjusting the weightings of the portfolio
assets, one can construct a number of different portfolios with varying expected
returns for any given risk level. The "efficient frontier" shown in the diagram
demonstrates the highest level of expected return that can be obtained for a
given level of risk.
[GRAPHIC OMITTED]
There is no guarantee that the application of the modern portfolio theory will
maximize future returns or decrease the risks involved in an investment linked
to the Index. In addition, modern portfolio theory does not account for skew,
which is the asymmetry of distributions, and kurtosis, which is the thickness of
so-called "fat tails," each of which might affect the risk and return of a given
portfolio. Modern portfolio theory also assumes that the riskiness of an asset
in the future can be measured by its historical volatility.
How does the Index incorporate modern portfolio theory and momentum theory?
The Optimax Market-Neutral Index is rebalanced every month on the 17th Dealing
Day of each month, unless a market disruption event has occurred and is
continuing. The rebalancing is designed to maximize the estimated return for the
synthetic portfolio over the next month without exceeding a given risk threshold
(determined by reference to the historical volatility of that hypothetical
portfolio). On the observation date for the monthly rebalancing for the Index,
which is the sixteenth Dealing Day of each month, the weighting algorithm
implements a series of successive steps detailed below.
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First, the algorithm determines the predictive weights for each Constituent
based on its momentum over the prior twelve month period. In the case of certain
Constituents considered "seasonal" (specifically the S&P GSCITM sub-indices
comprised of commodity futures contracts for corn, soybeans, wheat, coffee,
sugar, gas oil, heating oil, gasoline and natural gas), certain months may be
given added or lesser weight, depending on whether they are deemed more or less
"seasonally" relevant to the performance of such Constituent in the coming
month. In addition, the algorithm will determine the covariance for each pair of
Constituents by reference to the daily returns of such Constituents over a
period of approximately three months preceding the relevant rebalancing
observation date.
Subject to the constraints that apply to the Index that are described in more
detail in "What are the Constraints on the Index?" below, the algorithm then
determines the efficient weight for each Constituent to arrive at the synthetic
portfolio that theoretically offers the highest expected return for a given
assumed level of risk. Such efficient weights are determined through an
iterative process in which the weight of one Constituent is increased and one
Constituent is decreased by the same amount in order to determine whether the
expected return of the notional portfolio can be increased without violating the
short-term volatility target or other constraints applicable to the Index. The
covariance of each pair of Constituents is one of the primary inputs into this
calculation.
The algorithm will begin modifying the weights of each Constituent in a manner
that provides the greatest marginal benefit to the portfolio's expected return,
and will continue with such modifications until the expected return of the
portfolio cannot be increased further without violating the applicable
short-term volatility constraint or another applicable constraint. Once the
algorithm has determined the efficient weights, such weights will be reduced, if
and only to the extent necessary, in order to comply with the applicable
long-term volatility target. Finally, the algorithm will round the weight of
each Constituent.
For the Index, a "Dealing Day" means each day (other than a Saturday or a
Sunday) (i) on which commercial banks in both New York and London are open
generally for business (including for dealings in foreign exchange and foreign
currency deposits), and (ii) which is a Scheduled Trading Day for all the
Constituents. In respect of each Constituent, a "Scheduled Trading Day" means a
day on which the level of such Constituent is scheduled to be published and the
principal exchange for futures and options contracts on such Constituent is
scheduled to be open for trading for its regular trading session.
The replication adjustment factor, a fee assessed at an annual rate of 0.96% of
the aggregate values of its Constituents, is notionally deducted in arrears on
an actual/360 basis from the level of the Index on each day on which the value
of the Index is published.
There is no guarantee that modern portfolio theory combined with momentum
investing will generate positive returns for the Index or that other theories
applied to the same list of Constituents would not produce a better result at
the index level.
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What are the constraints on the Index?
As discussed above in "Strategy Description," the specific constraints
applicable for the Index are applied only upon the monthly rebalancing of the
Index, and thus the weights of the Constituents are likely to shift, during the
periods between monthly rebalancings, to values that would not be permissible
under the constraints applicable to the Index on the rebalancing date. As
discussed above in "Strategy Description," the covariance between the
Constituents is also used to determine the weights for the Constituents.
The following table sets forth the applicable constraints, a brief description
of the constraint and the numerical value applied to that constraint for the
Index:
- ---------------- ---------------------------------------------------- -------------------------
Type of Description Applicable Value
Constraint
- ---------------- ---------------------------------------------------- -------------------------
Asset Weight The Asset Weight Constraint seeks to ensure that Minimum Asset Weight =
the weight for each Constituent lies between the -10%
Minimum Asset Weight and the Maximum Asset Weight.
Maximum Asset Weight =
10%
The Sector Weight Constraint seeks to ensure that
Sector Weight the sum of the weights for the Constituents in
each sector lies between the Minimum Sector Weight Minimum Sector Weight =
and the Maximum Sector Weight. -20%
Maximum Sector Weight =
20%
The Net Weight Constraint seeks to ensure that the
Net Weight sum of the weights for all Constituents summed
together are equal to zero. Net Weight equals zero.
The Gross Weight Constraint seeks to ensure that
Gross Weight the sum of the absolute values of the weights for
all Constituents summed together is no greater Gross Cap = 100%
than the Gross Cap.
The Short Term Volatility Constraint seeks to
Short Term ensure that the short term historical volatility
Volatility (as measured over the prior 63 Dealing Days) of Volatility Target =5%
the portfolio of the Constituents is no greater
than the Volatility Target.
The Long Term Volatility Constraint seeks to
Long Term ensure that the long term historical volatility
Volatility (as measured over the prior 252 Dealing Days) of
the portfolio of the Constituents is no greater Volatility Target =5%
than the Volatility Target.
- ---------------- ---------------------------------------------------- -------------------------
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CONSTITUENTS
The Constituents in the Optimax Market-Neutral Index are eighteen (18) out of
the twenty four (24) sub-indices composing the S&P GSCITM, as set forth in the
table below. The S&P GSCITM is a composite index that is broadly diversified
across the spectrum of commodities, composed of single commodity sub-indices
(each a "Sub-Index" and together "Sub-Indices"), representing an unleveraged,
long-only investment in commodity futures. Each Sub-Index measures the
performance of taking a long position in the nearest-dated futures contract for
the relevant commodity and "rolling" the position into the second-nearest-dated
futures contract (that is, closing out the position in the nearest-dated futures
contract and opening a position in the second-nearest-dated futures contract).
Thus, the returns of each Sub-Index are related both to the changes in the spot
price of the relevant commodity (the "price return") and to the difference in
price between the nearest-dated and second-nearest-dated futures contract on
dates when the positions are rolled for the relevant commodity (the "roll
return" and together with the price return, the "excess return").
The table below lists the Constituents of the Index, as well as the sector of
each Constituent:
- ----------------- ------------------------------- ---------------------
Constituent Sector Bloomberg(R) ticker
WTI Crude Oil Energy SPGCCLP
Brent Crude Oil Energy SPGCBRP
Gasoline (RBOB) Energy SPGCHUP
Natural gas Energy SPGCNGP
Gas oil Energy SPGCGOP
Heating oil Energy SPGCHOP
Gold Precious Metals SPGCGCP
Silver Precious Metals SPGCSIP
Corn Agriculture SPGCCNP
Soybeans Agriculture SPGCSOP
Wheat Agriculture SPGCWHP
Coffee Agriculture SPGCKCP
Sugar Agriculture SPGCSBP
Lead Industrial Metals SPGCILP
Zinc Industrial Metals SPGCIZP
Nickel Industrial Metals SPGCIKP
Aluminum Industrial Metals SPGCIAP
Copper Industrial Metals SPGCICP
- ----------------- ------------------------------- ---------------------
As of the date of this strategy guide, the Sub-Indices excluded from being
Constituents in the Index were Red Wheat, Cotton, Cocoa, Live Cattle, Feeder
Cattle and Lean Hogs. As of September 29, 2009, these Sub-Indices constituted
6.58% of the dollar weight in the S&P GSCITM.
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HYPOTHETICAL RETURNS
The following graph sets forth the hypothetical back-tested year-to-year
performance for Optimax Market-Neutral Index, as compared to the S&P GSCI(TM)
based on the hypothetical back-tested daily closing levels from January 1991
through August 2009. The Optimax Market-Neutral Index was established on May 6,
2008.
The hypothetical back-tested and historical values of the Optimax Market-Neutral
Index should not be taken as an indication of future performance, and no
assurance can be given as to the value of the Index on any future date. The data
for the hypothetical back-tested performance of the Index set forth in the
following graph was calculated on materially the same basis on which the
performance of the Index is now calculated, but the number of S&P GSCI(TM)
constituents, and thus the universe of potential constituents for the Index, has
changed over time. For example, in January 1991, there were only 17 S&P GSCI(TM)
components. There are currently 24 S&P GSCI(TM) components, of which 18 are
Constituents of the Index.
Hypothetical daily performance data for the Index is net of a replication
adjustment factor of 0.96% per annum.
Hypothetical Year-to-Year Performance for Optimax and S&P GSCI (TM)
[GRAPHIC OMITTED]
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DIVERSIFICATION
The Optimax Market-Neutral Index can provide diversification benefits to a
portfolio that does not include commodities exposure, although these
diversification benefits will differ from those that would be provided by
obtaining exposure to the S&P GSCI(TM). For instance, as illustrated in the
graph below, the Optimax Market-Neutral Index would have hypothetically had
positive returns in two of the S&P 500(R) Index's six worst-performing months
since January 1991.
Hypothetical Performance of the Optimax Market-Neutral Index During S&P 500(R)'s
Six Worst Months (since Jan 1991)
[GRAPHIC OMITTED]
Hypothetical Performance during the Credit Crunch
[GRAPHIC OMITTED]
Source: JPMorgan. Hypothetical and historical performance of the Index is net of
strategy fees of 0.96% per annum. Please see "Important Information" at the
front of this publication for discussion of certain limitations relating to
historical back-testing. Past performance is not a guide to future results.
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RISK FACTORS RELATING TO THE INDEX
The Optimax Market-Neutral Index is not representative of a pure commodities
allocation and is not designed to replicate or track commodities markets, the
S&P GSCITM or any or all of the sub-indices of the S&P GSCITM.
The Optimax Market-Neutral Index seeks to replicate a synthetic portfolio
that references certain S&P GSCITM sub-indices, but its performance will not
reflect the underlying performance of the commodities markets as a whole. The
Index is designed to create the largest expected return, within the volatility
constraints applicable to the Index, through synthetic investment in long and
short positions. The S&P GSCITM, in contrast, seeks to allocate weights based on
the relative importance of component commodities within the overall economy and
assumes relatively constant exposure to specific commodity positions. The Index
is not designed to replicate or track commodities markets, the S&P GSCITM or any
or all of the sub-indices of the S&P GSCITM. For any given period, the
commodities markets, the S&P GSCITM or any or all of the sub-indices of the S&P
GSCITM may have positive or significantly positive performance, in absolute
terms or relative to the S&P GSCITM or any of its sub-indices. An increase in
the value of commodities will not necessarily result in an increase in the
values of the Index.
The Optimax Market-Neutral Index lacks operating history and may perform in
unanticipated ways.
The Optimax Market-Neutral Index was established on May 6, 2008 and
therefore lacks historical performance. In addition, the Index Rules were not
formalized until June 27, 2008 and were amended on December 2, 2008. For the
period from and including May 6, 2008 to, but excluding, June 27, 2008, the
Index was calculated using formulas that were substantially similar to the
formulas set forth in the Index Rules. The amendments to the Index Rules adopted
on December 2, 2008 had no impact on the calculation of the level of the Optimax
Market-Neutral Index. The Optimax Calculation Agent has also retrospectively
calculated the closing levels of the Optimax Market-Neutral Index prior to May
6, 2008 based on historical data. However, because the Optimax Market-Neutral
Index did not exist before such date, all such retrospective closing levels are
simulated and must be considered hypothetical and illustrative only. The
simulated data was constructed using certain procedures that vary from the
procedures used to calculate the Optimax Market-Neutral Index on a going forward
basis, and on the basis of certain assumptions that may not hold during future
periods. Although these procedures and assumptions are considered reasonable or
necessary, the variations used in producing simulated historical data from those
used to calculate the Optimax Market-Neutral Index going forward could produce
variations in returns of indeterminate direction and magnitude.
The performance of Constituents in the Optimax Market-Neutral Index may offset
each other.
The Optimax Market-Neutral Index consists of 18 different Constituents,
each of which will be assigned a weight based on the rebalancing algorithm. The
algorithm under which the weights for the Constituents are established and
rebalanced allows various Constituents to be weighted positively or negatively
(i.e., a short position could be established for one or more Constituents) or
accorded zero weight. For any period of time, gains attributable to long or
short positions in particular Constituents could be reduced, offset or more than
offset by losses attributable to the performance of other Constituents.
Similarly, losses attributable to long or short positions in particular
Constituents could be reduced, offset or more than offset by gains attributable
to the performance of other Constituents.
The weightings of the Constituents for any monthly period will be based on,
among other things, the assumptions that covariance between pairs of
Constituents for a prior period will continue for a future period and that past
performance can be used as an indicator for future performance. The correlations
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between pairs of Constituents may change substantially and rapidly, and these
changes could exacerbate losses or gains if weightings assume loss-making
positions or gain-producing positions, respectively, in several Constituents at
any one time. Additionally, past performance is not necessarily indicative of
future performance, and a reversal in momentum may result in a loss in the price
of the Constituent and a decline in the level of the Index. The Optimax
Market-Neutral Index is not designed to respond to rapid changes in correlation
(or changes in correlation of limited duration) or momentum (or changes in
momentum of limited duration). By design, the Optimax Market-Neutral Index
responds gradually to trends that persist over a course of time.
If a negative weighting is assigned to a Constituent, signifying a short
position relative to such Constituent, there is unlimited loss exposure to such
Constituent and such exposure may result in a significant drop in the level of
the Index.
The Index employs a technique generally known as a "long-short" strategy.
This means the Index may include a number of notional long positions and a
number of notional short positions. Short positions in any investment carry the
risk of unlimited loss exposure. If a negative weighting is assigned to a
Constituent, a positive return on such Constituent will have a negative impact
on the closing level of the Index. If a negatively weighted Constituent posts
significant positive returns, it may have a large negative impact on the closing
level of the Index. Since the Constituent weightings are scheduled to be
rebalanced only once per month, there is a risk that a loss-causing negative
weighting will remain in place for a significant period of time. In addition,
due to the short positions, the level of the Index could potentially fall to
zero without the value of any of the Constituents falling to zero.
There are risks associated with the use of a momentum strategy.
The Index is constructed, in part, using a mathematical model intended to
implement what is generally known as a momentum strategy, which generally seeks
to capitalize on trends in the prices of assets. As such, the Index assigns
weights to the Constituents in part based on the performance of the Constituents
during the immediately preceding twelve months. However, there is no guarantee
that trends existing in the preceding twelve months will continue in the future.
In non-trending, sideways markets, momentum investment strategies are subject to
"whipsaws." A whipsaw occurs when the market reverses and does the opposite of
what is indicated by the trend indicator, resulting in a trading loss during the
particular period. Consequently, the Index may perform poorly in non-trending,
"choppy" markets characterized by short-term volatility.
The mathematical model used to rebalance the Index does not consider the skew or
kurtosis of the possible returns.
On each monthly rebalancing date, the Index is rebalanced according to a
mathematical model designed to maximize its expected return over the coming
months, subject to the volatility targets and other constraints applicable to
the Index. However, this model only takes into account the expected return of
the Index following the rebalancing, and does not consider the specific
distribution of possible returns resulting from any rebalancing. Because it does
not account for the "skew" of the distribution of possible returns (the extent
to which the distributions of possible returns is asymmetric around the mean)
and the level of kurtosis in the distribution of possible returns (the size of
the "tails"), the rebalancing model may result in the Index having many possible
returns that are substantially above or substantially below the expected return.
Moreover, the Index may have higher probabilities of very high returns or very
low returns than would be the case if the expected possible returns of the Index
were normally distributed around the mean (the expected return).
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Commodity prices may change unpredictably, affecting the level of the Index in
unforeseeable ways.
Trading in commodity futures contracts underlying the Constituents is
speculative and can be extremely volatile. Market prices of the commodities on
which such futures contracts are based may fluctuate rapidly based on numerous
factors, including: changes in supply and demand relationships; weather;
agriculture; trade; fiscal, monetary and exchange control programs; domestic and
foreign political and economic events and policies; legal, regulatory and
administrative rules (and proposed and actual changes to such rules) applicable
to trading in commodity futures contracts; disease; technological developments
and changes in interest rates. These factors may affect the level of the
Constituents and, therefore, the level of the Index in varying and unpredictable
ways.
The Index may not be successful, may not outperform any alternative strategy
that might be employed with respect to the Constituents and may exceed its
volatility targets.
The Index 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 Index is based will be successful or that the Index will outperform
any alternative strategy that might be employed with respect to the
Constituents. Furthermore, since the volatility targets applied on the
rebalancing dates only serve to limit historical volatility of any specific
weighting of Constituents, no assurance can be given that the volatility of the
Index will remain below its volatility target of 5%. The actual realized
volatility of the Index may be greater than 5%.
Higher or lower future prices of the commodity futures contracts underlying the
Constituents, relative to their current prices, may affect the value of the
Index.
The Constituents, which are 18 of the 24 sub-indices constituting the S&P
GSCITM, are themselves 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 Constituents 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 by 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 that is higher than the price of the November contract, thereby
creating a positive "roll yield." The presence of backwardation could adversely
affect the value of the Constituents with a short weighting at the time and thus
the level of the Index. While many of the contracts included in the Constituents
have historically exhibited consistent periods of backwardation, backwardation
will most likely not exist at all times. The presence of "contango" in the
commodity markets, where the prices are higher in the distant delivery months
than in the nearer delivery months, could result in negative "roll yields,"
which could adversely affect the value of the Constituents with a long weighting
at that time and thus the level of the Index.
Some of the Constituents of the Index will be subject to pronounced risks of
pricing volatility.
As a general matter, the risk of volatile pricing or low liquidity around
the maturity date of a commodity futures contract is greater than in the case of
other futures contracts because (among other factors) a number of market
participants take physical delivery of the underlying commodities. Many
commodities, like those in the energy and industrial metals sectors, have liquid
futures contracts that expire every month. Therefore, these contracts are rolled
forward every month. Contracts based on certain other commodities, most notably
agricultural products, tend to have only a few contract months
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each year that trade with substantial liquidity. Thus, these commodities, with
related futures contracts that expire infrequently, roll forward less frequently
than every month, and can have further pronounced pricing volatility during
extended periods of low liquidity. With respect to Constituents in the energy
sector, it should be noted that due to the significant level of its continuous
consumption, limited reserves, and oil cartel controls, energy commodities are
subject to rapid price increases in the event of perceived or actual shortages.
The sum of the weights for the Constituents of the Optimax Market-Neutral Index
may not be equal to zero at all times.
The Optimax Market-Neutral Index is referred to as "Market-Neutral" because
the sum of the weights of all Constituents immediately after rebalancing is
zero. However, because the dollar weights of the Constituents may fluctuate in
between rebalancing dates, the net weight of the portfolio of Constituents that
comprise the Optimax Market-Neutral Index may not always sum to zero and the
Optimax Market-Neutral Index may have net long or short exposure in between
rebalancing dates.
Suspension or disruptions of market trading in the commodity and related futures
markets may affect the level of one or more of the Constituents and thus may
adversely affect the level of the Index.
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 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 price higher than the maximum price or lower than the minimum price. Limit
prices may have the effect of precluding trading in a particular contract or
forcing the liquidation of contracts at disadvantageous times or prices. These
circumstances could affect the level of the Constituents, which in turn may
adversely affect the level of the Index.
The commodity futures contracts underlying the Constituents of the Index are
subject to legal and regulatory regimes and changes to such regimes may have an
adverse effect on the level of the Index.
The commodity futures contracts that underlie the Constituents of the Index
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 negatively affect
the level of the Index. For example, the United States House of Representatives
and the United States Senate have considered legislation intended to decrease
speculation and increase transparency in the commodities markets. If enacted
such legislation may, among other things, require the United States Commodity
Futures Trading Commission (the "CFTC") to adopt rules establishing position
limits on positions in commodity futures contracts (or eliminating or modifying
exemptions from already-existing position limits), impose higher margins on
traders in commodity futures contracts or compel additional disclosure
requirements on traders. Future legislation could also comprehensively overhaul
the existing regulatory regime, for example by merging the CFTC with the
Securities and Exchange Commission. The likelihood of such legal and regulatory
changes may have also increased as a result of recent turmoil in the financial
markets and political and personnel changes following the 2008 national
elections. Changes to the legal or regulatory regimes applicable to the
commodity futures contracts that underlie the Constituents of the Index may
result in the Optimax Calculation Agent exercising its discretionary right under
the Index Rules to remove and/or replace Constituents of the Index, which may,
in turn, have a negative effect on the level of the Index. The removal or
replacement of Constituents described above could affect the diversification
amongst the Constituents or the volatility
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of the Index notwithstanding the normal diversification and volatility
constraints imposed on the Index by the Index Rules. In addition, changes to the
legal or regulatory regimes applicable to the commodity futures contracts that
underlie the Constituents of the Index may also result in modifications to the
Index Rules, which may, in turn, have a negative effect on the level of the
Index.
The reported level of the Index will include the deduction of a hypothetical
replication adjustment factor.
One way in which the Index differs from a typical index is that its daily
reported level includes a deduction of a hypothetical replication adjustment
factor, a fee assessed at an annual rate of 0.96% of the aggregate values of its
Constituents. This hypothetical fee is deducted daily and calculated based on an
actual/360 accrual basis. As a result of the deduction of this amount, the value
of an investment linked to the level of the Index will trail the value of a
hypothetical identically constituted synthetic portfolio from which no such
amount is deducted.
The Constituents of the Index are "excess return" indices.
In general, returns from investing in futures contracts are derived from
three sources: (1) changes in the price of such futures contracts (known as the
"price return"), (2) profit or loss realized when rolling from a futures
contract with one expiry date to another futures contract with a different,
generally later, expiry date (known as the "roll return") and (3) interest
earned on the cash (or other) collateral deposited in connection with the
purchase of such a futures contract (known as the "collateral return"). The
Constituents of the Index generate "excess returns," meaning the sum of the
price return and the roll return with respect to the futures contracts
underlying the Constituents. As a result, an investment in an instrument linked
to the Index will not generate the same returns that would be obtained from
investing directly in the futures contracts underlying the Constituents because
the collateral return is not used in calculating an "excess return" index.
Certain calculations and determinations will be made in the sole discretion of
the Optimax Calculation Agent.
JPMorgan and its affiliates play a variety of roles in connection with the
Optimax Market-Neutral Index, and J.P. Morgan Securities Ltd., one of its
affiliates, will act as the Optimax Calculation Agent. The Optimax Calculation
Agent has responsibility for calculating and publishing the closing levels of
the Index. It is entitled to exercise discretion in relation to Index, including
but not limited to, the determination of the values to be used in the event of
market disruptions that affect its ability to calculate and publish the closing
levels of the Index, its ability to substitute or exclude Constituents and the
interpretation of the rules for valuing the Index. Although the Optimax
Calculation Agent will make all determinations and take all action in relation
to the Index acting in good faith, it should be noted that such discretion could
have an impact, positive or negative, on the levels of the Index. The Optimax
Calculation Agent is under no obligation to consider your interests in taking
any actions that might affect the Index.
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