424B2 1 e44887_424b2.htm PRICING SUPPLEMENT NO. 1508

CALCULATION OF REGISTRATION FEE

Title of Each Class of
Securities Offered


Maximum Aggregate
Offering Price


Amount of
Registration Fee


Notes

$1,106,000

$128.41



Pricing supplement no. 1508
To prospectus dated November 21, 2008,
prospectus supplement dated November 21, 2008 and
product supplement no. 197-A-I dated August 25, 2010

Registration Statement No. 333-155535
Dated August 11, 2011
Rule 424(b)(2)

Structured 
Investments 

      $1,106,000
Notes Linked to the Performance of an Equally Weighted Basket of Four Currencies Relative to the U.S. Dollar due August 14, 2014

General

  • The notes are designed for investors who seek capped exposure to the appreciation of an equally weighted basket of four currencies relative to the U.S. dollar from and including the pricing date to and including the Observation Date. Investors should be willing to forgo interest payments, while seeking payment of their principal in full at maturity. Any payment on the notes is subject to the credit risk of JPMorgan Chase & Co.
  • Senior unsecured obligations of JPMorgan Chase & Co. maturing August 14, 2014*
  • Minimum denominations of $1,000 and integral multiples thereof
  • The notes priced on August 11, 2011 and are expected to settle on or about August 16, 2011.

Key Terms

Basket:

An equally weighted basket of four currencies (each a “Reference Currency,” and together, the “Reference Currencies”) that measures the performance of the Reference Currencies relative to the U.S. dollar (the “Base Currency”)

Reference Currencies:

The following table sets forth the Reference Currencies, the Starting Spot Rate for each Reference Currency, the applicable Reuters Page and the weighting of each Reference Currency:

 

Reference Currency

Starting Spot
Rate

Reuters Page

Reference
Currency
Weight

 

 

Brazilian real (BRL)*

1.6310

PTAX

25%

 

Australian dollar (AUD)**

1.0270

WMRSPOT12

25%

 

Norwegian krone (NOK)*

5.3350

WMRSPOT06

25%

 

Canadian dollar (CAD)*

0.98850

WMRSPOT09

25%

 

The Starting Spot Rate of each Reference Currency was determined on the pricing date and is an exchange rate determined by reference to certain intra-day trades, in each case, as determined by the calculation agent in good faith and a commercially reasonable manner. Although the calculation agent has made all determinations and has made all actions in relation to establishing the Starting Spot Rate of each Reference Currency in good faith, such discretion could have an impact (positive or negative) on the value of your notes. The calculation agent is under no obligation to consider your interests as a holder of the notes in taking any actions, including the determination of the Starting Spot Rate of each Reference Currency, that might affect the value of your notes. For information about the risks related to this discretion, see “Selected Risk Considerations — Potential Conflicts” on page PS-5 of this pricing supplement.

* With respect to the Brazilian real, the Norwegian krone and the Canadian dollar, the Spot Rate is expressed as a number of units of the applicable Reference Currency per U.S. dollar.

** With respect to the Australian dollar, the Spot Rate is expressed as a number of U.S. dollars per Australian dollar.

Payment at Maturity:

At maturity, you will receive a cash payment, for each $1,000 principal amount note, of $1,000 plus the Additional Amount, which may be zero and will not be greater than the Maximum Amount.

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

Additional Amount:

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

Participation Rate:

100%

Maximum Amount:

$700 per $1,000 principal amount note. Accordingly, the maximum payment at maturity is $1,700 per $1,000 principal amount note.

Basket Return:

Ending Basket Level – Starting Basket Level
            Starting Basket Level

Starting Basket Level:

Set equal to 100 on the pricing date

Ending Basket Level:

The Basket Closing Level on the Observation Date

Basket Closing Level:

The Basket Closing Level on any currency business day will be calculated as follows:

100 × [1 + (BRL Return × 25%) + (AUD Return × 25%) + (NOK Return × 25%) + (CAD Return × 25%)]

The BRL Return, AUD Return, NOK Return and CAD Return are the Reference Currency Returns of the Brazilian real, the Australian dollar, the Norwegian krone and the Canadian dollar, respectively. The Reference Currency Return with respect to each Reference Currency is effectively capped at 100%, with no limit on the downside and is subject to an embedded variable downside leverage and an embedded variable negative upside leverage.

Please see “Additional Key Terms — Reference Currency Return,” “How Do Exchange Rates Work?” and “Selected Risk Considerations — Each Reference Currency Return Is Subject to an Embedded Maximum Return,” “Selected Risk Considerations — The Method of Calculating the Reference Currency Returns Will Diminish Any Appreciation of the Reference Currencies and Magnify Any Depreciation of the Reference Currencies To The U.S. Dollar” and “What is the Basket Return, Assuming a Range of Performances for the Reference Currencies?” in this pricing supplement for more information.

Observation Date:

August 11, 2014*

Maturity Date:

August 14, 2014*

CUSIP:

48125XZW9

*

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 Calculation Date — Notes Linked to the Performance of a Basket of Reference Currencies Relative to the Base Currency” in the accompanying product supplement no. 197-A-I

Investing in the Notes involves a number of risks. See “Risk Factors” beginning on page PS-7 of the accompanying product supplement no. 197-A-I and “Selected Risk Considerations” beginning on page PS-4 of this pricing supplement.

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 pricing supplement or the accompanying product supplement, prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.


 

Price to Public (1)

Fees and Commissions (2)

Proceeds to Us


Per note

$1,000

$3.16

$996.84


Total

$1,106,000

$3,494.96

$1,102,505.04


(1)

The price to the public includes the estimated cost of hedging our obligations under the notes through one or more of our affiliates.

(2)

J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Chase & Co., will receive a commission of $3.16 per $1,000 principal amount note. This commission includes the projected profits that our affiliates expect to realize, some of which have been allowed to other unaffiliated dealers, for assuming risks inherent in hedging our obligations under the notes. See “Plan of Distribution (Conflicts of Interest)” beginning on PS-29 of the accompanying product supplement no. 197-A-I and “Supplemental Use of Proceeds” on the last page of this pricing supplement.

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.

August 11, 2011


Additional Terms Specific to the Notes

You should read this pricing supplement 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. 197-A-I dated August 25, 2010. This pricing supplement, together with the documents listed below, contains the terms of the notes, supplements the term sheet related hereto dated July 21, 2011 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. 197-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 pricing supplement, the “Company,” “we,” “us” and “our” refer to JPMorgan Chase & Co.

Additional Key Terms

  • CURRENCY BUSINESS DAY — A “currency business day,” with respect to each Reference Currency, means a day on which (a) dealings in foreign currency in accordance with the practice of the foreign exchange market occur in the City of New York and the principal financial center for the applicable Reference Currency (São Paulo, Brazil, with respect to the Brazilian real, Sydney, Australia, with respect to the Australian dollar, Oslo, Norway, with respect to the Norwegian krone and Toronto, Canada, with respect to the Canadian dollar) and (b) banking institutions in The City of New York and such principal financial center for such Reference Currency are not otherwise authorized or required by law, regulation or executive order to close.
  • SPOT RATE — With respect to the Brazilian real, the Norwegian krone and the Canadian dollar, the Spot Rate relative to the U.S. dollar on a given date is expressed as a number of units of the applicable Reference Currency per U.S. dollar and is equal to the applicable rate reported by Reuters Group PLC (“Reuters”) on such date of determination on (a) for the Brazilian real, Reuters page PTAX at approximately 6:00 p.m., São Paulo Time, (b) for the Norwegian krone, Reuters page WMRSPOT06 at approximately 4:00 p.m., Greenwich Mean Time and (c) for the Canadian dollar, Reuters page WMRSPOT09 at approximately 4:00 p.m., Greenwich Mean Time, in each case, as determined by the calculation agent. With respect to the Australian dollar, the Spot Rate relative to the U.S. dollar on a given date is expressed as a number of U.S. dollars per Australian dollar and is equal to the rate reported by Reuters on such date of determination on Reuters page WMRSPOT12 at approximately 4:00 p.m., Greenwich Mean Time, as determined by the calculation agent.
    REFERENCE CURRENCY RETURN
    — With respect to the Brazilian real, the Norwegian krone and the Canadian dollar, the Reference Currency Return is calculated as follows:

Starting Spot Rate – Ending Spot Rate
Starting Spot Rate

The Reference Currency Return with respect to a Reference Currency reflects the performance of the applicable Reference Currency relative to the U.S. dollar. With respect to the Australian dollar, the Reference Currency Return is calculated as follows:

Ending Spot Rate – Starting Spot Rate
Ending Spot Rate

    The Reference Currency Return with respect to each Reference Currency is effectively capped at 100%, with no limit on the downside and is subject to an embedded variable downside leverage and an embedded variable negative upside leverage. Please see “How Do Exchange Rates Work?” and “Selected Risk Considerations — Each Reference Currency Return Is Subject to an Embedded Maximum Return,” “Selected Risk Considerations — The Method of Calculating the Reference Currency Returns Will Diminish Any Appreciation of the Reference Currencies and Magnify Any Depreciation of the Reference Currencies To The U.S. Dollar” and “What is the Basket Return, Assuming a Range of Performances for the Reference Currencies?” in this pricing supplement for more information.
  • ENDING SPOT RATE — The Ending Spot Rate with respect to a Reference Currency on any currency business day is the Spot Rate of such Reference Currency relative to the U.S. dollar on such currency business day.

JPMorgan Structured Investments — PS-1
Notes Linked to the Performance of an Equally Weighted Basket of Four Currencies Relative to the U.S. Dollar

Supplemental Terms of the Notes

For purposes of the notes offered by this pricing supplement:

(1) if the scheduled Observation Date is not a currency business day with respect to any Reference Currency or if there is a market disruption event with respect to any Reference Currency on the scheduled Observation Date, the scheduled Observation Date will be postponed as described under “Description of Notes — Postponement of a Calculation Date — Notes Linked to the Performance of a Basket of Reference Currencies Relative to the Base Currency” in the accompanying product supplement no. 197-A-I; and

(2) for purposes of determining whether a market disruption event has occurred with respect to the Brazilian real, clauses (a), (b) and (c) (other than the definitions of the Reference Currency Country, the Base Currency Country and a Relevant Country) and references to clauses (a), (b) and (c) are deemed deleted from the definition of “market disruption event” set forth under “General Terms of Notes — Market Disruption Events” in the accompanying product supplement 197-A-I. Accordingly, with respect to the Brazilian real, the occurrence of a Convertibility Event, a Deliverability Event or a Liquidity Event will not constitute a market disruption event.

How Do Exchange Rates Work?

Exchange rates reflect the amount of one currency that can be exchanged for a unit of another currency.

Currencies expressed as units of the applicable Reference Currency per U.S. dollar: the Brazilian real, the Norwegian krone and the Canadian dollar

With respect to the Brazilian real, the Norwegian krone and the Canadian dollar, the Spot Rate is expressed as the number of units of the applicable Reference Currency per U.S. dollar. As a result, a decrease in a Spot Rate from the pricing date to the Observation Date means that the relevant Reference Currency has appreciated / strengthened relative to the U.S. dollar from the pricing date to the Observation Date. This means that it would take fewer units of the relevant Reference Currency to purchase one U.S. dollar on the Observation Date than it did on the pricing date. Viewed another way, one unit of the relevant Reference Currency could purchase more U.S. dollars on the Observation Date than it could on the pricing date.

The notes do not provide a linear return on the appreciation of the Reference Currencies relative to the U.S. dollar. A linear return reflects the return that would be achieved by converting the principal amount of the notes from U.S. dollars into the Reference Currencies at the Starting Spot Rate on the pricing date and then, on the Observation Date, converting back into U.S. dollars at the Ending Spot Rate. Instead, the return on the notes will be determined by reference to the Reference Currency Return formulas set forth in this pricing supplement, which do not reflect a linear return.

As demonstrated by the examples below, under the Reference Currency Returns applicable to the notes, any appreciation of a Reference Currency relative to the U.S. dollar will be diminished, as compared to a linear return, while any depreciation of a Reference Currency relative to the U.S. dollar will be magnified, as compared to a linear return. In addition, the diminishing effect on any appreciation of a Reference Currency relative to the U.S. dollar increases as the Reference Currency Return increases, and the magnifying effect on any depreciation of a Reference Currency relative to the U.S. dollar increases as the Reference Currency Return decreases. Accordingly, your payment at maturity may be less than if you had invested in similar notes that use only the linear method for calculating currency returns.

The following examples assume a Starting Spot Rate of 5.34 for the Norwegian krone relative to the U.S. dollar.

Example 1: The Norwegian krone strengthens from the Starting Spot Rate of 5.34 Norwegian kroner per U.S. dollar to the Ending Spot Rate of 4.806 Norwegian kroner per U.S. dollar.

The Reference Currency Return is equal to 10.00%, calculated as follows:

(5.34 – 4.806) / 5.34 = 10.00%

By contrast, if the return on the Norwegian krone were determined using a linear return, the return would be 11.11%.

Example 2: The Norwegian krone strengthens from the Starting Spot Rate of 5.34 Norwegian kroner per U.S. dollar to the Ending Spot Rate of 0.0534 Norwegian kroner per U.S. dollar.

The Reference Currency Return is equal to 99.00%, which demonstrates the effective cap of 100% on the Reference Currency Return, calculated as follows:

(5.34 – 0.0534) / 5.34 = 99.00%

By contrast, if the return on the Norwegian krone were determined using a linear return, which would not be subject to the effective cap of 100%, the return would be 9900%.

Conversely, with respect to the Brazilian real, the Norwegian krone and the Canadian dollar, an increase in the Spot Rate from the pricing date to the Observation Date means that the relevant Reference Currency has depreciated / weakened relative to the U.S. dollar from the pricing date to the Observation Date. This means that it would take more units of the relevant Reference Currency to purchase one U.S. dollar on the Observation Date than it did on the pricing date. Viewed another way, one unit of the relevant Reference Currency could purchase fewer U.S. dollars on the Observation Date than it could on the pricing date.


JPMorgan Structured Investments — PS-2
Notes Linked to the Performance of an Equally Weighted Basket of Four Currencies Relative to the U.S. Dollar

Example 3: The Norwegian krone weakens from the Starting Spot Rate of 5.34 Norwegian kroner per U.S. dollar to the Ending Spot Rate of 5.874 Norwegian kroner per U.S. dollar.

The Reference Currency Return is equal to -10.00%, calculated as follows:

(5.34 – 5.874) / 5.34 = -10.00%

By contrast, if the return on the Norwegian krone were determined using a linear return, the return would be -9.09%.

Example 4: The Norwegian krone weakens from the Starting Spot Rate of 5.34 Norwegian kroner per U.S. dollar to the Ending Spot Rate of 21.36 Norwegian kroner per U.S. dollar.

The Reference Currency Return is equal to -300.00%, which demonstrates that there is no limit on the downside for the Reference Currency Return, calculated as follows:

(5.34 – 21.36) / 5.34 = -300.00%

By contrast, if the return on the Norwegian krone were determined using a linear return, the return would be -75.00%.

The hypothetical Ending Spot Rates and Reference Currency Returns set forth above are for illustrative purposes only and have been rounded for ease of analysis.

Currency expressed as U.S. dollars per unit of the applicable Reference Currency: the Australian dollar

With respect to the Australian dollar, the Spot Rate is expressed as the number of U.S. dollars per Australian dollar. As a result, an increase in a Spot Rate from the pricing date to the Observation Date means that the Australian dollar has appreciated / strengthened relative to the U.S. dollar from the pricing date to the Observation Date. This means that one Australian dollar could purchase more U.S. dollars on the Observation Date than it could on the pricing date. Viewed another way, it would take fewer Australian dollars to purchase one U.S. dollar on the Observation Date than it did on the pricing date. The following examples assume a Starting Spot Rate of 1.03 for the Australian dollar relative to the U.S. dollar.

As with the other Reference Currencies, the notes do not provide a linear return on the appreciation of the Australian dollar relative to the U.S. dollar. See the description and examples above for more information about how the Reference Currency Return formulas set forth in this pricing supplement different from a linear return.

Example 1: The Australian dollar strengthens from the Starting Spot Rate of 1.03 Australian dollars per U.S. dollar to the Ending Spot Rate of 1.133 Australian dollars per U.S. dollar.

The Reference Currency Return is equal to 9.09%, calculated as follows:

(1.133 – 1.03) / 1.133 = 9.09%

By contrast, if the return on the Australian dollar were determined using a linear return, the return would be 10.00%.

Example 2: The Australian dollar strengthens from the Starting Spot Rate of 1.03 Australian dollars per U.S. dollar to the Ending Spot Rate of 103 Australian dollars per U.S. dollar.

The Reference Currency Return is equal to 99.00%, which demonstrates the effective cap of 100% on the Reference Currency Return, calculated as follows:

(103 – 1.03) / 103 = 99.00%

By contrast, if the return on the Australian dollar were determined using a linear return, which would not be subject to the effective cap of 100%, the return would be 9900%.

Conversely, with respect to the Australian dollar, a decrease in the Spot Rate from the pricing date to the Observation Date means that Australian dollar has depreciated / weakened relative to the U.S. dollar from the pricing date to the Observation Date. This means that one Australian dollar could purchase fewer U.S. dollars on the Observation Date than it could on the pricing date. Viewed another way, it would take more Australian dollars to purchase one U.S. dollar on the Observation Date than it did on the pricing date.

Example 3: The Australian dollar weakens from the Starting Spot Rate of 1.03 Australian dollars per U.S. dollar to the Ending Spot Rate of 0.927 Australian dollars per U.S. dollar.

The Reference Currency Return is equal to -11.11%, calculated as follows:

(0.927 – 1.03) / 0.927 = -11.11%

By contrast, if the return on the Australian dollar were determined using a linear return, the return would be -10.00%.

Example 4: The Australian dollar weakens from the Starting Spot Rate of 1.03 Australian dollars per U.S. dollar to the Ending Spot Rate of 0.2575 Australian dollars per U.S. dollar.

The Reference Currency Return is equal to -300.00%, which demonstrates that there is no limit on the downside for the Reference Currency Return, calculated as follows:

(0.2575 – 1.03) / 0.2575 = -300.00%

By contrast, if the return on the Australian dollar were determined using a linear return, the return would be -75.00%.

The hypothetical Ending Spot Rates and Reference Currency Returns set forth above are for illustrative purposes only and have been rounded for ease of analysis.


JPMorgan Structured Investments — PS-3
Notes Linked to the Performance of an Equally Weighted Basket of Four Currencies Relative to the U.S. Dollar

Selected Purchase Considerations
  • POTENTIAL PRESERVATION OF CAPITAL AT MATURITY — Subject to the credit risk of JPMorgan Chase & Co., the payout formula allows you to receive at least your initial investment in the notes if you hold the notes to maturity, regardless of the performance of the Basket. 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.
  • CAPPED APPRECIATION POTENTIAL — At maturity, in addition to your principal, for each $1,000 principal amount, note you will receive a payment equal to $1,000 × the Index Return × the Participation Rate of 100%, provided that this payment (the Additional Amount) will not be less than zero or greater than the Maximum Amount. The Maximum Amount is $700 per $1,000 principal amount note. Accordingly, the maximum payment at maturity is $1,700 per $1,000 principal amount note.
  • EXPOSURE TO THE REFERENCE CURRENCIES VERSUS THE U.S. DOLLAR — The return on the notes is linked to the performance of a basket of currencies, which we refer to as the Reference Currencies, relative to the U.S. dollar, and will enable you to participate in potential increases in the value of the Reference Currencies, relative to the U.S. dollar, during the term of the notes. The Basket derives its value from an equally weighted group of currencies consisting of the Brazilian real, the Australian dollar, the Norwegian krone and the Canadian dollar, each measured relative to the U.S. dollar.
  • TAXED AS CONTINGENT PAYMENT DEBT INSTRUMENTS — You should review carefully the section entitled “Certain U.S. Federal Income Tax Consequences” in the accompanying product supplement no. 197-A-I. Subject to the limitations described therein, in the opinion of our special tax counsel, Davis Polk & Wardwell LLP, the notes will be treated for U.S. federal income tax purposes as “contingent payment debt instruments.” You generally will be required to accrue taxable interest income in each year at a rate equal to our comparable yield, although we will not make any payments with respect to the notes until maturity. Interest included in income will increase your basis in your notes. Generally, any amount received at maturity or earlier sale or exchange in excess of your adjusted basis will be treated as additional interest income, while any loss will be treated as an ordinary loss to the extent of all previous inclusions with respect to your notes, which to that extent will be deductible against other income (e.g., employment and interest income), with the balance treated as capital loss, which may be subject to limitations. Special rules may apply if the Additional Amount is determined prior to the Observation Date. Purchasers who are not initial purchasers of notes at their issue price should consult their tax advisers with respect to the tax consequences of an investment in notes, including the treatment of the difference, if any, between the basis in their notes and the notes’ adjusted issue price.
  • COMPARABLE YIELD AND PROJECTED PAYMENT SCHEDULE — We have determined that the “comparable yield” is an annual rate of 1.35%, compounded semiannually. Based upon our determination of the comparable yield, the “projected payment schedule” per $1,000 principal amount note consists of a single payment at maturity, equal to $1,041.13. Assuming a semiannual accrual period, the following table states the amount of OID that will accrue with respect to a note during each calendar period, based upon our determination of the comparable yield and the projected payment schedule:


Calendar Period

Accrued OID During
Calendar Period (Per $1,000
Principal Amount Note)

Total Accrued OID from
Issue Date (Per $1,000 Principal
Amount Note) as of End of Calendar
Period


August 16, 2011 through December 31, 2011

$5.03

$5.03


January 1, 2012 through December 31, 2012

$13.61

$18.64


January 1, 2013 through December 31, 2013

$13.80

$32.44


January 1, 2014 through August 14, 2014

$8.69

$41.13


Neither the comparable yield nor the projected payment schedule constitutes a representation by us regarding the actual Additional Amount, if any, that we will pay on the notes. The amount you actually receive at maturity or earlier sale or exchange of your notes will affect your income for that year, as described above under “Taxed as Contingent ent Debt Instruments.”

Selected Risk Considerations

An investment in the notes involves significant risks. Investing in the notes is not equivalent to investing directly in the Reference Currencies, the U.S. dollar or the respective exchange rates between the Reference Currencies and the U.S. dollar or any contracts related to the Reference Currencies, the U.S. dollar or the respective exchange rates between the Reference Currencies and the U.S. dollar. These risks are explained in more detail in the “Risk Factors” section of the accompanying product supplement no. 197-A-I dated August 25, 2010.

  • MARKET RISK — The return on the notes at maturity is linked to the performance of the Basket, and will depend on whether, and the extent to which, the Basket Return is positive, zero or negative. Any positive Basket Return will depend on the aggregate performance of the Reference Currencies relative to the U.S. dollar. YOU WILL RECEIVE NO MORE THAN THE PRINCIPAL AMOUNT OF YOUR NOTES AT MATURITY IF THE BASKET RETURN IS ZERO OR NEGATIVE.
  • THE NOTES MAY NOT PAY MORE THAN THE PRINCIPAL AMOUNT AT MATURITY — You may receive a lower payment at maturity than you would have received if you had invested directly in the Reference Currencies, the U.S. dollar or any contracts related to the Reference Currencies, the U.S. dollar or the respective exchange rates between the Reference Currencies and the U.S. dollar. If the Ending Basket Level does not exceed the Starting Basket Level, the Additional Amount will be zero. This will be true even if the level of the Basket was higher than the Starting Basket Level at some time during the term of the notes but falls below the Starting Basket Level on the Observation Date.

JPMorgan Structured Investments — PS-4
Notes Linked to the Performance of an Equally Weighted Basket of Four Currencies Relative to the U.S. Dollar
  • THE APPRECIATION POTENTIAL OF THE NOTES WILL BE LIMITED BY THE MAXIMUM RETURN — If the Ending Basket Level is greater than the Starting Basket Level, for each $1,000 principal amount note, you will receive at maturity $1,000 plus an additional amount that will not exceed the Maximum Amount of $700 per $1,000 principal amount note, regardless of the appreciation in the Basket, which may be significant. Accordingly, the actual maximum payment at maturity is $1,700 per $1,000 principal amount note.
  • 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 market’s 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 affect adversely the value of the notes.
  • POTENTIAL CONFLICTS — We and our affiliates play a variety of roles in connection with the issuance of the notes, including acting as calculation agent and hedging our obligations under the notes. In performing these duties, the economic interests of the calculation agent and other affiliates of ours are potentially adverse to your interests as an investor in the notes. It is possible that such hedging activities or other trading activities of ours or our affiliates could result in substantial returns for us or our affiliates while the value of the notes declines. For example, one of the duties of J.P. Morgan Securities, which we refer to as JPMS, as calculation agent involves determining the Starting Spot Rates in the manner set forth on the cover page of this pricing supplement.
    Although the calculation agent has made all determinations and has taken all actions in relation to the establishment of the Starting Spot Rates in good faith, it should be noted that such discretion could have an impact (positive or negative), on the value of your notes. The calculation agent is under no obligation to consider your interests as a holder of the notes in taking any actions, including the determination of the Starting Spot Rates, that might affect the value of your notes. The Starting Spot Rates may vary, and may vary significantly, from the rates displayed in publicly available sources at any time on the pricing date. If the Starting Spot Rate for any Reference Currency as determined by the calculation agent exceeds that reflected in the publicly available information, such Reference Currency must achieve a higher level for you to receive more than the principal amount of your notes at maturity. JPMS does not have any obligation to consider your interests as a holder of the notes in making this determination
  • 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 pricing supplement is based on the full principal amount of your notes, the original issue price of the notes includes the agent’s 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 JPMS 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 agent’s 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.
  • EACH REFERENCE CURRENCY RETURN IS SUBJECT TO AN EMBEDDED MAXIMUM RETURN — Because the Reference Currency Returns are expressed as the Starting Spot Rate minus the Ending Spot Rate, divided by the Starting Spot Rate, or as Ending Spot Rate minus the Starting Spot Rate, divided by the Ending Spot Rate, the Reference Currency Return for each Reference Currency is subject to an embedded maximum return. In no event will any Reference Currency Return equal or exceed 100%.
  • THE METHOD OF CALCULATING THE REFERENCE CURRENCY RETURNS WILL DIMINISH ANY APPRECIATION OF THE REFERENCE CURRENCIES AND MAGNIFY ANY DEPRECIATION OF THE REFERENCE CURRENCIES TO THE U.S. DOLLAR — The notes do not provide a linear return on the appreciation of the Reference Currencies relative to the U.S. dollar. A linear return reflects the return that would be achieved by converting the principal amount of the notes from U.S. dollars into the Reference Currencies at the Starting Spot Rate on the pricing date and then, on the Observation Date, converting back into U.S. dollars at the Ending Spot Rate. Instead, the return on the notes will be determined by reference to the Reference Currency Return formulas set forth in this pricing supplement, which do not reflect a linear return. Under the Reference Currency Returns applicable to the notes, any appreciation of a Reference Currency relative to the U.S. dollar will be diminished, as compared to a linear return, while any depreciation of a Reference Currency relative to the U.S. dollar will be magnified, as compared to a linear return. The diminishing effect on any appreciation of a Reference Currency relative to the U.S. dollar, which we refer to as an embedded variable negative upside leverage, increases as the Reference Currency Return increases. The magnifying effect on any depreciation of a Reference Currency relative to the U.S. dollar, which we refer to as an embedded variable downside leverage, increases as the Reference Currency Return decreases. As a result of the embedded maximum return for each Reference Currency and because of the embedded variable negative upside leverage and the embedded variable downside leverage, depreciation in one or more Reference Currencies may not be offset by appreciation in the other Reference Currencies, even significant appreciation. Accordingly, your payment at maturity may be less than if you had invested in similar notes that use only the linear method for calculating currency returns. See “How Do Exchange Rates Work?” in this pricing supplement for more information.

JPMorgan Structured Investments — PS-5
Notes Linked to the Performance of an Equally Weighted Basket of Four Currencies Relative to the U.S. Dollar
  • MOVEMENTS IN THE VALUES OF THE REFERENCE CURRENCIES RELATIVE TO THE U.S. DOLLAR MAY BE HIGHLY CORRELATED — Because the performance of the Basket is determined by the performances of the Brazilian real, the Australian dollar, the Norwegian krone and the Canadian dollar, each measured relative to the U.S. dollar, your notes will be exposed to currency value risk with respect to Brazil, Australia, Norway and Canada (each, a “Reference Currency Country”) and the United States.  Movements in the values of the Brazilian real, the Australian dollar, the Norwegian krone and the Canadian dollar relative to the U.S. dollar have been correlated historically.  High correlation of movements in the values of the Reference Currencies relative to the U.S. dollar during periods of negative returns could have an adverse effect on your return on your investment at maturity.  However, the movements in the values of the Reference Currencies relative to the U.S. dollar may become uncorrelated in the future.  See the immediately following risk factor for more information.
  • CHANGES IN THE VALUES OF THE REFERENCE CURRENCIES RELATIVE TO THE U.S. DOLLAR MAY OFFSET EACH OTHER — Movements in the values of the Reference Currencies relative to the U.S. dollar may not correlate with each other. At a time when the value of one of the Reference Currencies relative to the U.S. dollar increases, the value of one or more of the other Reference Currencies relative to the U.S. dollar may not increase as much or may decline. Therefore, in calculating the Ending Basket Level, increases in the value of one of the Reference Currencies relative to the U.S. dollar may be moderated, or more than offset, by lesser increases or decreases in the value of the other Reference Currency relative to the U.S. dollar. Because each Reference Currency Return is subject to an embedded maximum return of 100%, with no limit on the downside, and because of the embedded variable downside leverage and the embedded variable negative upside leverage, depreciation by one Reference Currency relative to the U.S. dollar may result in a payment at maturity of not more than your initial investment, even when the other Reference Currencies appreciate significantly relative to the U.S. dollar. See “What Is the Basket Return, Assuming a Range of Performances for the Reference Currencies?” in this pricing supplement for more information.
  • THE NOTES MIGHT NOT PAY AS MUCH AS AN INVESTMENT IN THE INDIVIDUAL REFERENCE CURRENCIES — You may receive a lower payment at maturity than you would have received if you had invested in the Reference Currencies individually, a combination of Reference Currencies or contracts related to the Reference Currencies for which there is an active secondary market.
  • THE NOTES ARE SUBJECT TO CURRENCY EXCHANGE RISK — Foreign currency exchange rates vary over time, and may vary considerably during the term of the notes. The value of a Reference Currency or the U.S. dollar is at any moment a result of the supply and demand for that currency. Changes in foreign currency exchange rates result over time from the interaction of many factors directly or indirectly affecting economic and political conditions in the Reference Currency Countries, the United States and other relevant countries or regions.
    Of particular importance to potential currency exchange risk are:
    • existing and expected rates of inflation;
    • existing and expected interest rate levels;
    • the balance of payments in the Reference Currency Countries and the United States, and between each country and its major trading partners;
    • the monetary policies of the Reference Currency Countries and the United States, especially as related to the supply of money; and
    • the extent of governmental surplus or deficit in the Reference Currency Countries and the United States.
    All of these factors are, in turn, sensitive to the monetary, fiscal and trade policies pursued by the Reference Currency Countries and the United States, and those of other countries important to international trade and finance.
  • THE VALUE OF THE REFERENCE CURRENCIES RELATIVE TO THE U.S. DOLLAR MAY BE CORRELATED TO THE DEMAND FOR COMMODITIES — The Reference Currency Countries depend heavily on the export of commodities and the values of the Reference Currencies relative to the U.S. dollar have historically exhibited high correlation to the demand for certain commodities. As a result, a decrease in the demand for the relevant commodities may negatively affect the value of the Reference Currencies relative to the U.S. dollar and, therefore, the value of the notes.
  • GOVERNMENTAL INTERVENTION COULD MATERIALLY AND ADVERSELY AFFECT THE VALUE OF THE NOTES — Foreign exchange rates can be fixed by the sovereign government, allowed to float within a range of exchange rates set by the government or left to float freely. Governments, including those issuing the Reference Currencies and the U.S. dollar, use a variety of techniques, such as intervention by their central bank or imposition of regulatory controls or taxes, to affect the exchange rates of their respective currencies. They may also issue a new currency to replace an existing currency, fix the exchange rate or alter the exchange rate or relative exchange characteristics by devaluation or revaluation of a currency. Thus, a special risk in purchasing the notes is that their trading value and amount payable could be affected by the actions of sovereign governments, fluctuations in response to other market forces and the movement of currencies across borders.
  • BECAUSE ONE OF THE REFERENCE CURRENCIES IS AN EMERGING MARKETS CURRENCY, THE BASKET IS SUBJECT TO AN INCREASED RISK OF SIGNIFICANT ADVERSE FLUCTUATIONS — The notes are linked to the performance of an equally weighted Basket of four currencies, one of which is an emerging markets currency (the Brazilian real). There is an increased risk of significant adverse fluctuations in the performances of the emerging markets currencies as they are currencies of less developed and less stable economies without a stabilizing component that could be provided by one of the major currencies. With respect to any emerging or developing nation, there is the possibility of nationalization, expropriation or confiscation, political changes, government regulation and social instability. Currencies of emerging economies are often subject to more

JPMorgan Structured Investments — PS-6
Notes Linked to the Performance of an Equally Weighted Basket of Four Currencies Relative to the U.S. Dollar
    frequent and larger central bank interventions than the currencies of developed countries and are also more likely to be affected by drastic changes in monetary or exchange rate policies of the relevant countries, which may negatively affect the value of the notes.
  • EVEN THOUGH THE REFERENCE CURRENCIES AND THE U.S. Dollar TRADE AROUND-THE-CLOCK, THE NOTES WILL NOT — Because the inter-bank market in foreign currencies is a global, around-the-clock market, the hours of trading for the notes, if any, will not conform to the hours during which the Reference Currencies and the U.S. dollar are traded. Consequently, significant price and rate movements may take place in the underlying foreign exchange markets that will not be reflected immediately in the price of the notes. Additionally, there is no systematic reporting of last-sale information for foreign currencies which, combined with the limited availability of quotations to individual investors, may make it difficult for many investors to obtain timely and accurate data regarding the state of the underlying foreign exchange markets.
  • CURRENCY EXCHANGE RISKS CAN BE EXPECTED TO HEIGHTEN IN PERIODS OF FINANCIAL TURMOIL — In periods of financial turmoil, capital can move quickly out of regions that are perceived to be more vulnerable to the effects of the crisis than others with sudden and severely adverse consequences to the currencies of those regions. In addition, governments around the world, including the United States government and governments of other major world currencies, have recently made, and may be expected to continue to make, very significant interventions in their economies, and sometimes directly in their currencies. Such interventions affect currency exchange rates globally and, in particular, the value of the Reference Currencies relative to the U.S. dollar. Further interventions, other government actions or suspensions of actions, as well as other changes in government economic policy or other financial or economic events affecting the currency markets, may cause currency exchange rates to fluctuate sharply in the future, which could have a material adverse effect on the value of the notes and your return on your investment in the notes at maturity.
  • CURRENCY MARKET DISRUPTIONS MAY ADVERSELY AFFECT YOUR RETURN — The calculation agent may, in its sole discretion, determine that the currency markets have been affected in a manner that prevents it from properly determining, among other things, the Spot Rates and the Reference Currency Returns. These events may include disruptions or suspensions of trading in the currency markets as a whole, and could be a Convertibility Event, a Deliverability Event, a Liquidity Event, a Taxation Event, a Discontinuity Event or a Price Source Disruption Event. See “Supplemental Terms of the Notes” in this pricing supplement and “General Terms of Notes — Market Disruption Events” in the accompanying product supplement no. 197-A-I for further information on what constitutes a market disruption event.
  • NO INTEREST PAYMENTS — As a holder of the notes, you will not receive interest payments.
  • LACK OF LIQUIDITY — The notes will not be listed on any securities exchange. JPMS 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 JPMS is willing to buy the notes.
  • MANY ECONOMIC AND MARKET FACTORS WILL IMPACT THE VALUE OF THE NOTES — In addition to the level of the Basket on any day, the value of the notes will be affected by a number of economic and market factors that may either offset or magnify each other, including:
    • the expected volatility in the Reference Currencies and the U.S. dollar;
    • the time to maturity of the notes;
    • interest and yield rates in the market generally as well as in the Reference Currency Countries and the United States;
    • the exchange rate and the volatility of the exchange rates of the U.S. dollar with respect to each of the Reference Currencies and the U.S. dollar;
    • changes in correlation between the Reference Currency exchange rates;
    • suspension or disruption of market trading in any or all of the Brazilian real, the Australian dollar, the Norwegian krone, the Canadian dollar or the U.S. dollar;
    • a variety of economic, financial, political, regulatory and judicial events; and
    • our creditworthiness, including actual or anticipated downgrades in our credit ratings.

JPMorgan Structured Investments — PS-7
Notes Linked to the Performance of an Equally Weighted Basket of Four Currencies Relative to the U.S. Dollar

What Is the Payment at Maturity on the Notes, Assuming a Range of Performances for the Basket?

The following table and examples illustrate the payment at maturity (including, where relevant, the payment of the Additional Amount) for a $1,000 principal amount note for a hypothetical range of performances for the Basket Return from 80% to +80% and reflect the Participation Rate of 100% and the Maximum Amount of $700 per $1,000 principal amount note. The following results are based solely on the hypothetical example cited. The hypothetical payments at maturity set forth below are for illustrative purposes only and may not be the actual payments at maturity applicable to a purchaser of the notes. The numbers appearing in the following table and examples have been rounded for ease of analysis.


Ending Basket
Level

Basket Return

Basket Return x
Participation Rate
(100%)

Additional
Amount

 

Principal

 

Payment at Maturity


180.00

80.00%

80.00%

$700.00

+

$1,000.00

=

$1,700.00

170.00

70.00%

70.00%

$700.00

+

$1,000.00

=

$1,700.00

160.00

60.00%

60.00%

$600.00

+

$1,000.00

=

$1,600.00

150.00

50.00%

50.00%

$500.00

+

$1,000.00

=

$1,500.00

140.00

40.00%

40.00%

$400.00

+

$1,000.00

=

$1,400.00

130.00

30.00%

30.00%

$300.00

+

$1,000.00

=

$1,300.00

120.00

20.00%

20.00%

$200.00

+

$1,000.00

=

$1,200.00

115.00

15.00%

15.00%

$150.00

+

$1,000.00

=

$1,150.00

110.00

10.00%

10.00%

$100.00

+

$1,000.00

=

$1,100.00

105.00

5.00%

5.00%

$50.00

+

$1,000.00

=

$1,050.00

100.00

0.00%

N/A

$0.00

+

$1,000.00

=

$1,000.00

95.00

-5.00%

N/A

$0.00

+

$1,000.00

=

$1,000.00

90.00

-10.00%

N/A

$0.00

+

$1,000.00

=

$1,000.00

85.00

-15.00%

N/A

$0.00

+

$1,000.00

=

$1,000.00

80.00

-20.00%

N/A

$0.00

+

$1,000.00

=

$1,000.00

70.00

-30.00%

N/A

$0.00

+

$1,000.00

=

$1,000.00

60.00

-40.00%

N/A

$0.00

+

$1,000.00

=

$1,000.00

50.00

-50.00%

N/A

$0.00

+

$1,000.00

=

$1,000.00

40.00

-60.00%

N/A

$0.00

+

$1,000.00

=

$1,000.00

30.00

-70.00%

N/A

$0.00

+

$1,000.00

=

$1,000.00

20.00

-80.00%

N/A

$0.00

+

$1,000.00

=

$1,000.00


Hypothetical Examples of Amounts Payable at Maturity

The following examples illustrate how the total returns set forth in the table above are calculated.

Example 1: The level of the Basket increases from the Starting Basket Level of 100 to an Ending Index Level of 110. Because the Ending Basket Level of 110 is greater than the Starting Basket Level of 100 and because $1,000 × the Basket Return × the Participation Rate is not greater than the Maximum Amount of $700, the Additional Amount is equal to $100 and the payment at maturity is equal to $1,100 per $1,000 principal amount note, calculated as follows:

$1,000 + ($1,000 × 10% × 100%) = $1,100

Example 2: The level of the Basket increases from the Starting Basket Level of 100 to an Ending Basket Level of 180.

Because the Ending Basket Level of 180 is greater than the Starting Basket Level of 100 and because $1,000 × the Basket Return × the Participation Rate is greater than the Maximum Amount of $700, the Additional Amount is equal to $700 and the payment at maturity is equal to $1,700 per $1,000 principal amount note, calculated as follows:

$1,000 + ($1,000 + $700) = $1,700

Example 3: The level of the Basket decreases from the Starting Basket Level of 100 to an Ending Basket Level of 95.

Because the Ending Basket Level of 95 is less than the Starting Basket Level of 100, you will receive the principal amount of your notes at maturity.

The hypothetical payouts on the notes shown above do not reflect fees or expenses that would be associated with any sale in the secondary market. If these fees and expenses were included, the hypothetical payouts shown above would likely be lower.


JPMorgan Structured Investments — PS-8
Notes Linked to the Performance of an Equally Weighted Basket of Four Currencies Relative to the U.S. Dollar

What Is the Basket Return, Assuming a Range of Performances for the Reference Currencies?

The examples below illustrate hypothetical Basket Returns, assuming a range of performances for the Reference Currencies. The hypothetical Basket Returns set forth below assume Starting Spot Rates of 1.63, 1.03, 5.34 and 0.99 for the Brazilian real, the Australian dollar, the Norwegian krone and the Canadian dollar, respectively, relative to the U.S. dollar. With respect to the Brazilian real, the Norwegian krone and the Canadian dollar, the Spot Rate is expressed as a number of units of the applicable Reference Currency per U.S. dollar. With respect to the Australian dollar, the Spot Rate is expressed as a number of U.S. dollars per Australian dollar.

The Basket Returns set forth below are for illustrative purposes only and may not be the actual Basket Returns applicable to the notes. You should consider carefully whether the notes are suitable to your investment goals. The numbers appearing in the examples below have been rounded for ease of analysis.

Example 1

Reference Currency

Reference
Currency
Weight

Hypothetical
Starting
Spot Rate

Hypothetical
Ending Spot
Rate

Reference
Currency
Return

Brazilian real

25%

1.6300

1.3040

20.00%

Australian dollar

25%

1.0300

1.1444

10.00%

Norwegian krone

25%

5.3400

4.2720

20.00%

Canadian dollar

25%

0.9900

0.8910

10.00%

 

 

Basket Return:

15.00%


In this example, the Brazilian real, the Australian dollar, the Norwegian krone and the Canadian dollar appreciated in value relative to the U.S. dollar, resulting in Reference Currency Returns for each Reference Currency relative to the U.S. dollar of 20%, 10%, 20% and 10%, respectively. Accordingly, the Basket Return is 15%.

Example 2

Reference Currency

Reference
Currency
Weight

Hypothetical
Starting Spot
Rate

Hypothetical
Ending Spot
Rate

Reference
Currency
Return

Brazilian real

25%

1.6300

1.9560

-20.00%

Australian dollar

25%

1.0300

0.9364

-10.00%

Norwegian krone

25%

5.3400

6.408

-20.00%

Canadian dollar

25%

0.9900

1.0890

-10.00%

 

 

Basket Return:

-15.00%


In this example, the Brazilian real, the Australian dollar, the Norwegian krone and the Canadian dollar depreciated in value relative to the U.S. dollar, resulting in Reference Currency Returns for each Reference Currency to the U.S. dollar of -20%, -10%, -20% and -10%, respectively. Accordingly, the Basket Return is -15%.

Example 3

Reference Currency

Reference
Currency
Weight

Hypothetical
Starting Spot
Rate

Hypothetical
Ending Spot
Rate

Reference
Currency
Return

Brazilian real

25%

1.6300

0.0163

99.00%

Australian dollar

25%

1.0300

103.0000

99.00%

Norwegian krone

25%

5.3400

21.3600

-300.00%

Canadian dollar

25%

0.9900

0.0099

99.00%

 

 

Basket Return:

-0.75%

 

In this example, the Brazilian real, the Australian dollar and the Canadian dollar each appreciated in value relative to the U.S. dollar, resulting in Reference Currency Returns for each such Reference Currency of 99%, and the Norwegian krone depreciated in value relative to the U.S. dollar, resulting in a Reference Currency Return for the Norwegian krone of -300%. Accordingly, the Basket Return is -0.75%, and the Additional Amount will be $0. This example demonstrates that (a) no Reference Currency Return will be equal to greater than 100% and (b) depreciation by one Reference Currency relative to the U.S. dollar can result in a payment at maturity that is not greater than your initial investment, even when the other Reference Currencies appreciate significantly relative to the U.S. dollar.


JPMorgan Structured Investments — PS-9
Notes Linked to the Performance of an Equally Weighted Basket of Four Currencies Relative to the U.S. Dollar

Historical Information

The first four graphs below show the historical weekly performance of each Reference Currency relative to the U.S. dollar, expressed in terms of the conventional market quotation as shown on Bloomberg Financial Markets, which we refer to in this pricing supplement as the exchange rate, from January 6, 2006 through August 5, 2011. With respect to the Brazilian real, the Norwegian krone and the Canadian dollar, the exchange rate is expressed as a number of units of the applicable Reference Currency per U.S. dollar. With respect to the Australian dollar, the exchange rate is expressed as a number of U.S. dollars per Australian dollar.

The exchange rates of the Brazilian real, the Australian dollar, the Norwegian krone and the Canadian dollar relative to the U.S. dollar, as shown on Bloomberg Financial Markets on August 11, 2011 were 1.6262, 1.0353, 5.5317 and 0.9840, respectively. The Spot Rates of the Brazilian real, the Australian dollar, the Norwegian krone and the Canadian dollar relative to the U.S. dollar on August 11, 2011, calculated in the manner set forth under “Additional Key Terms — Spot Rates” on page PS-1 of this pricing supplement, were 1.6306, 1.0271, 5.5119 and 0.9909, respectively.

The final graph on below shows the weekly performance of the Basket from January 6, 2006 through August 5, 2011, assuming that the Basket Closing Level on January 6, 2006 was 100 and that the exchange rates of each Reference Currency relative to the U.S. dollar on the relevant dates were the Spot Rates on such dates. The exchange rates and the historical weekly Basket performance data in such graph were determined by using the rates reported by Bloomberg Financial Markets and may not be indicative of the Basket performance using the Spot Rates of the Reference Currencies relative to the U.S. dollar that would be derived from the applicable Reuters pages.


JPMorgan Structured Investments — PS-10
Notes Linked to the Performance of an Equally Weighted Basket of Four Currencies Relative to the U.S. Dollar

We obtained the data needed to construct the graph that displays the weekly performance of the Basket from Bloomberg Financial Markets, and we obtained the exchange rates used to calculate the Spot Rates from Reuters Group PLC. We make no representation or warranty as to the accuracy or completeness of the information obtained from Bloomberg Financial Markets or Reuters Group PLC. The historical performance of each Reference Currency relative to the U.S. dollar and of the Basket should not be taken as indications of future performance, and no assurance can be given as to the Spot Rate of any of the Reference Currencies on the pricing date or the Observation Date. We cannot give you assurance that the performance of the Basket will result in any positive return on your initial investment at maturity.

Supplemental Use of Proceeds

For purposes of the notes offered by this pricing supplement, the second paragraph under “Use of Proceeds” in the accompanying product supplement no. 197-A-I is deemed to be replaced by the following paragraph: “JPMS’s commission will include the projected profit that our affiliates expect to realize in consideration for assuming the risks inherent in hedging our obligations under the notes. Because hedging our obligations entails risk and may be influenced by market forces beyond our control, such hedging may result in a profit that is more or less than expected, or could result in a loss. See also “Use of Proceeds” in the accompanying prospectus.”

Validity of the Notes

In the opinion of Davis Polk & Wardwell LLP, as our special products counsel, when the notes offered by this pricing supplement have been executed and issued by us and authenticated by the trustee pursuant to the indenture, and delivered against payment as contemplated herein, such notes will be our valid and binding obligations, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This opinion is given as of the date hereof and is limited to the federal laws of the United States of America, the laws of the State of New York and the General Corporation Law of the State of Delaware. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the indenture and its authentication of the notes and the validity, binding nature and enforceability of the indenture with respect to the trustee, all as stated in the letter of such counsel dated March 23, 2011, which has been filed as an exhibit to a Current Report on Form 8-K by us on March 23, 2011.


JPMorgan Structured Investments — PS-11
Notes Linked to the Performance of an Equally Weighted Basket of Four Currencies Relative to the U.S. Dollar