Term Sheet 1154BE To product supplement BE dated September 29, 2009, prospectus supplement dated September 29, 2009, and prospectus dated September 29, 2009	Registration Statement No.  333-162195 Dated April 4, 2011; Rule 433
Deutsche Bank AG

Structured Investments Deutsche Bank $     Autocallable Securities Linked to a Basket of Currencies Relative to the Japanese Yen due April 11, 2013

General

·   The securities are linked to the performance of an equally weighted basket of currencies (the “Basket”) consisting of the Australian dollar, Canadian dollar and Norwegian krone (the “Basket Currencies”) relative to the Japanese yen (the “Reference Currency”).

·   The securities are designed for investors who seek early exit prior to maturity at a premium if the Basket Closing Level is greater than or equal to the Starting Basket Level on any Observation Date (meaning that the Basket Currencies have not depreciated relative to the Japanese yen). Investors will not receive any coupon payments and they should be willing to lose some or all of their investment in the securities, if the securities are not automatically called and the Basket level declines by more than the Buffer Amount as of the Final Valuation Date. Any payment at maturity or upon an automatic call of the securities is subject to the credit of the Issuer.

·  Senior unsecured obligations of Deutsche Bank AG, London Branch maturing April 11, 2013†.

·  Minimum purchase of $10,000. Minimum denominations of $1,000 (the “Face Amount”) and integral multiples thereof.

·  The securities are expected to price on or about April 8, 2011 (the “Trade Date”) and are expected to settle on or about April 13, 2011 (the “Settlement Date”).

Key Terms

Issuer:	Deutsche Bank AG, London Branch
Issue Price:	100% of the Face Amount
Basket:	The securities are linked to an equally weighted basket consisting of the Australian dollar, Canadian dollar and Norwegian krone (each a “Basket Currency,” and together the “Basket Currencies”).
	Basket Currency		Reference Currency		Initial Spot Rate*	Basket Currency Weighting
	Australian dollar (“AUD”)		Japanese yen (“JPY”)			1/3
	Canadian dollar (“CAD”)		Japanese yen (“JPY”)			1/3
	Norwegian krone (“NOK”)		Japanese yen (“JPY”)			1/3
	* The Initial Spot Rate for each Basket Currency will be determined on the Trade Date
Currency of the Issue:	United States dollars
Automatic Call:	If the Basket Closing Level on any Observation Date is greater than or equal to the Starting Basket Level, the securities will be automatically called for a cash payment per $1,000 Face Amount of securities based on the Call Premium for the applicable Observation Date, payable on the corresponding Call Settlement Date.
Payment if called:	If the securities are automatically called, you will be entitled to receive a cash payment per $1,000 Face Amount of securities equal to $1,000 plus $1,000 multiplied by the Call Premium for the relevant Observation Date. The Call Premiums reflect an annualized return of approximately 11.00%*. The Observation Dates, Call Settlement Dates, Call Premiums and Call Payments are set forth in the table below.
	Observation Date†	Call Settlement Date†		Call Premium*		Call Payment* (Per $1,000 Face Amount)
	October 7, 2011	October 13, 2011		5.50%		$1,055.00
	April 9, 2012	April 12, 2012		11.00%		$1,110.00
	October 9, 2012	October 12, 2012		16.50%		$1,165.00
	April 8, 2013 (Final Valuation Date)	April 11, 2013 (Maturity Date)		22.00%		$1,220.00
	* The actual Call Premiums and Call Payments will be determined on the Trade Date and will not be less than the respective Call Premiums and Call Payments as set forth above.
Payment at Maturity:	If the securities are not automatically called, the Payment at Maturity per $1,000 Face Amount of securities will be: ·      If the Basket Performance is greater than or equal to -10.00%, you will be entitled to receive a cash Payment at Maturity of $1,000.00 per $1,000 Face Amount of securities. ·      If the Basket Performance is less than -10.00%, you will be entitled to receive a cash Payment at Maturity, calculated as follows:
	$1,000 + [$1,000 x (Basket Performance + Buffer Amount) x Downside Leverage Factor)
	In no event will the Payment at Maturity be less than zero. If the securities are not called and the Basket declines by more than 10.00% over the term of the securities, you will lose some or all of your investment at maturity.

(Key Terms continued on next page)

Investing in the securities involves a number of risks.  See “Risk Factors” beginning on page 5 of the accompanying product supplement and “Selected Risk Considerations” beginning on page 6 of this term sheet.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities or passed upon the accuracy or the adequacy of this term sheet or the accompanying underlying supplement, product supplement, the prospectus supplement and the prospectus.  Any representation to the contrary is a criminal offense.

	Price to Public(1)	Fees(2)	Proceeds to Issuer
Per security	$1,000.00	$15.00	$985.00
Total	$	$	$

(1)  Certain fiduciary accounts will pay a purchase price of $985.00 per security, and the placement agents with respect to sales made to such accounts will forgo any fees.

(2)  Please see "Supplemental Plan of Distribution" on the last page of this term sheet.

The securities are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.

JPMorgan

Placement Agent

April 4, 2011

(Key Terms continued from previous page)

Buffer Amount:	10.00%
Downside Leverage Factor:	1.1111
Basket Performance:	The performance of the Basket from the Starting Basket Level to the Ending Basket Level, calculated as follows:
	Ending Basket Level – Starting Basket Level
	Starting Basket Level
	The Basket Performance may be positive, zero or negative.
Starting Basket Level:	Set equal to 100 on the Trade Date.
Ending Basket Level:	The Basket Closing Level on the Final Valuation Date.
Basket Closing Level:	The Basket Closing Level on any business day will equal: 100 x [1+ (AUD Performance x 1/3) + (CAD Performance x 1/3) + (NOK Performance x 1/3)] AUD Performance, CAD Performance, NOK Performance will each equal the Currency Performance of the respective Basket Currency against the Japanese yen, expressed as a percentage.
Currency Performance:	With respect to each Basket Currency, the performance of the relevant Basket Currency, calculated as follows:
	(Final Spot Rate – Initial Spot Rate) / Final Spot Rate
Initial Spot Rate:	For each Basket Currency, the Spot Rate for such Basket Currency on the Trade Date.
Final Spot Rate:	For each Basket Currency, the Spot Rate for such Basket Currency on the relevant date of calculation.
Spot Rate:	For each Basket Currency, the spot exchange rate for such currency against the Japanese yen, expressed as units of Japanese yen per unit of such Basket Currency, as determined by the calculation agent by reference to the Spot Rate definitions set forth in this term sheet under “Spot Rates.” For each Basket Currency, a higher Spot Rate indicates a strengthening of the applicable Basket Currency against the Japanese yen, while a lower Spot Rate indicates a weakening of the applicable Basket Currency against the Japanese yen. The Spot Rates are subject to the provisions set forth under “Market Disruption Events” in the accompanying product supplement.
Final Valuation Date†:	April 8, 2013
Maturity Date†:	April 11, 2013
Listing:	The securities will not be listed on any securities exchange.
CUSIP/ISIN:	2515A1 5P 2 / US2515A15P24

† Subject to postponement as described under “Adjustments to Valuation Dates and Payment Dates” in the accompanying product supplement.

ADDITIONAL TERMS SPECIFIC TO THE SECURITIES

You should read this term sheet together with product supplement BE dated September 29, 2009, the prospectus supplement dated September 29, 2009 relating to our Series A global notes of which these securities are a part and the prospectus dated September 29, 2009. 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):

Product supplement BE dated September 29, 2009:

http://www.sec.gov/Archives/edgar/data/1159508/000119312509200154/d424b21.pdf

Prospectus supplement dated September 29, 2009:

http://www.sec.gov/Archives/edgar/data/1159508/000119312509200021/d424b31.pdf

Prospectus dated September 29, 2009:

http://www.sec.gov/Archives/edgar/data/1159508/000095012309047023/f03158be424b2xpdfy.pdf

Our Central Index Key, or CIK, on the SEC website is 0001159508. As used in this term sheet, “we,” “us” or “our” refers to Deutsche Bank AG, including, as the context requires, acting through one of its branches.

This term sheet, together with the documents listed above, contains the terms of the securities 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, 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, as the securities involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisers before deciding to invest in the securities.

Deutsche Bank AG has filed a registration statement (including a prospectus) with the Securities and Exchange Commission, or SEC, for the offering to which this term sheet relates. Before you invest, you should read the prospectus in that registration statement and the other documents relating to this offering that Deutsche Bank AG has filed with the SEC for more complete information about Deutsche Bank AG and this offering. You may obtain these documents without cost by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, Deutsche Bank AG, any agent or any dealer participating in this offering will arrange to send you the prospectus, prospectus supplement, product supplement and this term sheet if you so request by calling toll-free 1-800-311-4409.

You may revoke your offer to purchase the securities at any time prior to the time at which we accept such offer on the date the securities are priced.  We reserve the right to change the terms of, or reject any offer to purchase the securities prior to their issuance.  In the event of any changes to the terms of the securities, we will notify you and you will be asked to accept such changes in connection with your purchase.  You may also choose to reject such changes in which case we may reject your offer to purchase.

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What Is the Payment on the Securities Assuming a Range of Performance for the Basket Currencies relative to the Japanese yen?

The tables and hypothetical examples set forth below are for illustrative purposes only.  The actual returns applicable to a purchaser of the securities will be determined on the Observation Dates or the Final Valuation Date, as applicable. The following results are based solely on the hypothetical examples cited. You should consider carefully whether the securities are suitable to your investment goals. The numbers appearing below may have been rounded for ease of analysis.

If the securities are called:

The following table illustrates the hypothetical Call Payment upon an automatic call on any of the Observation Dates and assumes Call Premiums of 5.50%, 11.00%, 16.50% and 22.00% for the respective Observation Dates.

Observation Date	Call Settlement Date	Call Premium	Call Payment (per $1,000 Face Amount)
October 7, 2011	October 13, 2011	5.50%	$1,055.00
April 9, 2012	April 12, 2012	11.00%	$1,110.00
October 9, 2012	October 12, 2012	16.50%	$1,165.00
April 8, 2013 (Final Valuation Date)	April 11, 2013 (Maturity Date)	22.00%	$1,220.00

If the securities are not called:

The following table illustrates how the hypothetical Payments at Maturity per $1,000 Face Amount of securities are calculated if the securities are not called prior to maturity, and reflects a Starting Basket Level of 100, a Buffer Amount of 10.00% and a Downside Leverage Factor of 1.1111. The numbers appearing below have been rounded for ease of analysis.

Ending Basket Level	Basket Performance	Payment at Maturity	Return on the Securities
130.00	30.00%	N/A	N/A
120.00	20.00%	N/A	N/A
110.00	10.00%	N/A	N/A
105.00	5.00%	N/A	N/A
100.00	0.00%	N/A	N/A
95.00	-5.00%	$1,000.00	0%
90.00	-10.00%	$1,000.00	0%
80.00	-20.00%	$888.99	-11.11%
60.00	-40.00%	$666.67	-33.33%
40.00	-60.00%	$444.44	-55.56%
20.00	-80.00%	$222.22	-77.78%
0.00	-100.00%	$0.00	-100.00%
-10.00	-110.00%	$0.00	-100.00%

The following examples illustrate how the hypothetical Payments at Maturity or hypothetical Call Payments set forth in the two tables above are calculated.

Example 1: The Basket Closing Level increases from the Starting Basket Level of 100 to 110 on the first Observation Date. Because the Basket Closing Level on the first Observation Date is greater than or equal to the Starting Basket Level, the securities are automatically called, and the investor will receive a cash payment of $1,055.00 per $1,000 Face Amount of securities on the Call Settlement Date, calculated as follows:

$1,000 x 105.50% = $1,055.00

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Example 2: The securities have not been automatically called prior to the Final Valuation Date, and the Basket Closing Level increases from the Starting Basket Level of 100 to the Ending Basket Level of 110. Because the last Observation Date is scheduled to be the Final Valuation Date, and the Ending Basket Level is greater than or equal to the Starting Basket Level, the securities are automatically called, and the investor will receive a cash payment of $1,220.00 per $1,000 Face Amount of securities on the Call Settlement Date, calculated as follows:

$1,000 x 122.00% = $1,220.00

Example 3: The securities are not automatically called and the Basket level decreases from the Starting Basket Level of 100 to a Ending Basket Level of 95, resulting in a Basket Performance of -5.00%. Because the Basket Performance is greater than or equal to -10.00%, the investor will receive a Payment at Maturity of $1,000.00 per $1,000 Face Amount of securities.

Example 4: The securities are not automatically called and the Basket level decreases from the Starting Basket Level of 100 to the Ending Basket Level of 80, resulting in a Basket Performance of -20.00%. Because the Basket Performance is less than -10.00%, the investor will receive a Payment at Maturity of $888.89 per $1,000 Face Amount of securities, calculated as follows:

$1,000 + [$1,000 x (-20.00% + 10.00%) x 1.1111) = $888.89

Selected Purchase Considerations

·   FIXED APPRECIATION POTENTIAL IF THE SECURITIES ARE AUTOMATICALLY CALLED, AND LIMITED PROTECTION AGAINST LOSS – The securities are designed for investors who believe that the Basket Currencies will not depreciate relative to the Japanese yen over the term of the securities, and who are willing to risk losing up to 100% of their initial investment if the securities are not automatically called and the Basket Closing Level has declined by more than 10.00%, as compared to the Starting Basket Level, on the Final Valuation Date.  If the securities are automatically called, you will receive a positive return reflecting the Call Premium for the applicable Observation Date. If the securities are not automatically called and the Basket Performance is equal to or greater than -10.00%, you will receive your initial investment amount at maturity. If the Basket Performance is less than -10.00%, you are exposed to any decline in the Basket level on a leveraged basis to the extent that the Basket Performance is less than -10.00%, and you will lose an amount equal to 1.1111% of the Face Amount of your securities for every 1% that the Basket Performance is less than -10.00%.  You will lose some or all of your investment if the securities are not automatically called and the Basket Closing Level has declined by more than 10.00%, as compared to the Starting Basket Level, on the Final Valuation Date. Because the securities are our senior unsecured obligations, payment of any amount on the securities maturity or upon an automatic call is subject to our ability to pay our obligations as they become due.

·   POTENTIAL EARLY EXIT WITH APPRECIATION AS A RESULT OF THE AUTOMATIC CALL FEATURE – While the original term of the securities is two years, the securities will be called if the Basket Closing Level is greater than or equal to the Starting Basket Level on any Observation Date (including the Final Valuation Date), and you will be entitled to a return on the securities on the applicable Call Settlement Date of approximately 11.00% per annum, or approximately 5.50% on a semi-annual basis. The actual Call Premium will be determined on the Trade Date.

·   DIVERSIFICATION AMONG THE BASKET CURRENCIES – The return on the securities is linked to the performance of a Basket consisting of the Australian dollar, Canadian dollar and Norwegian krone, which we refer to collectively as the Basket Currencies, relative to the Japanese yen, which we refer to as the Reference Currency.  Accordingly, the level of the Basket will increase as the Basket Currencies appreciate relative to the Japanese yen, and will decrease as the Basket Currencies depreciate relative to the Japanese yen.

·   TAX CONSEQUENCES —You should review carefully the section of the accompanying product supplement entitled “U.S. Federal Income Tax Consequences,” which contains the opinion of our special tax counsel, Davis Polk & Wardwell LLP, with respect to the tax consequences of an investment in the securities. Although the tax consequences of an investment in the securities are uncertain, based on that opinion we believe it is reasonable to treat the securities as prepaid financial contracts for U.S. federal income tax purposes.  Under this treatment, you should not recognize taxable income or loss prior to the maturity of your securities, other than pursuant to a sale or exchange.  If, however, the Internal Revenue Service (the “IRS”) were successful in asserting an alternative treatment for the securities, the tax consequences of ownership and disposition of the securities might be affected materially and adversely.  We do not plan to request a ruling from the IRS, and the IRS or a court might not agree with the tax treatment described in this term sheet and the accompanying product supplement.  The remainder of this discussion assumes that the treatment of the securities as prepaid financial contracts is respected.

Because of the application of certain rules relating to foreign currency instruments under Section 988 of the Internal Revenue Code, your gain or loss on the securities should be treated as ordinary income or loss unless before the close of the day on which you acquire your securities you make a valid election to treat such gain or loss as capital gain or loss pursuant to the applicable Treasury regulations.  Although the matter is uncertain, we believe it is reasonable to treat the election under Section 988 as available.

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To make this election, you must, in accordance with the detailed procedures set forth in the regulations under Section 988, either (a) clearly identify the securities on your books and records on the day you acquire them as being subject to such an election and file the relevant statement verifying such election with your federal income tax return or (b) obtain “independent verification” of the election.  Assuming the election is available, if you make a valid election before the close of the day on which you acquire your securities, your gain or loss on the securities should be capital gain or loss and should be long-term capital gain or loss if at the time of sale, exchange or retirement you have held the securities for more than one year.  The deductibility of capital losses is subject to certain limitations.

In 2007, Treasury and the IRS released anotice requesting comments on various issues regarding the U.S. federal income tax treatmentof “prepaid forward contracts” and similar instruments, which may include the securities.  The noticefocuses in particular on whether to require holders of these instruments to accrue income overthe term of their investment.  It also asks for comments on a number of related topics, includingthe character of income or loss with respect to these instruments; the relevance of factors suchas the nature of the underlying property to which the instruments are linked; the degree, if any, to which income (including any mandated accruals) realized by non-U.S. persons should be subject to withholding tax; and whether theseinstruments are or should be subject to the “constructive ownership” regime, which very generally can operate to recharacterize certain long-term capital gain as ordinary income and impose an interest charge.  While the noticerequests comments on appropriate transition rules and effective dates, any Treasury regulationsor other guidance promulgated after consideration of these issues could materially andadversely affect the tax consequences of an investment in the securities, possibly withretroactive effect.

Legislation enacted in 2010 requires certain individuals who hold “debt or equity interests” in any “foreign financial institution” that are not “regularly traded on an established securities market” to report information about such holdings on their U.S. federal income tax returns unless a regulatory exemption is provided. Individuals who purchase the securities should consult their tax advisers regarding this legislation.

Under current law, the United Kingdom will not impose withholding tax on payments made with respect to the securities.

For a discussion of certain German tax considerations relating to the securities, you should refer to the section in the accompanying prospectus supplement entitled “Taxation by Germany of Non-Resident Holders.”

We do not provide any advice on tax matters.  Prospective investors should consult their tax advisers regarding the U.S. federal tax consequences of an investment in the securities (including the availability of the election under Section 988, possible alternative treatments and the issues presented by the 2007 notice), as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

Selected Risk Considerations

An investment in the securities involves significant risks.  Investing in the securities is not equivalent to investing directly in the Basket Currencies.  These risks are explained in more detail in the “Risk Factors” section of the accompanying product supplement.

·   YOUR INVESTMENT IN THE SECURITIES MAY RESULT IN A LOSS – The securities do not guarantee any return of your investment.  The return on the securities at maturity is linked to the performance of the Basket Currencies relative to the Japanese yen and will depend on whether the securities are automatically called, and if the securities are not called, on the Ending Basket Level as compared to the Starting Basket Level. If the securities are not automatically called, you will not receive a positive return on the securities.  Moreover, if the securities are not automatically called and the Basket Performance, calculated as set forth herein, is less than -10.00%, your investment will be exposed on a leveraged basis to the extent that the Basket Performance is less than -10.00%. Any payment on the securities is subject to our ability to satisfy our obligations as they become due.

·   THE MAXIMUM RETURN TO THE SECURITIES IS LIMITED TO THE CALL PREMIUM —The appreciation potential of the securities is limited to the pre-specified Call Premium on the relevant Observation Date, regardless of the performance of the Basket. In addition, since the securities could be called as early as the first Observation Date, the term of your investment could be as short as six months, and your return on the securities would be less than what you would receive if the securities were called on a later Observation Date.  Following an early call, there is no guarantee that you would be able to reinvest the proceeds from your investment in the securities at a comparable return for a similar level of risk. If the securities are not automatically called, you will not realize a positive return on the securities, and you may lose up to 100% of your initial investment if the Basket Performance is less than -10.00%.

·   THE SECURITIES ARE SUBJECT TO OUR CREDITWORTHINESS – The securities are senior unsecured obligations of the Issuer, Deutsche Bank AG, and are not, either directly or indirectly, an obligation of any third party. Any payment to be made on the securities, including any payment upon an Automatic Call or Payment at Maturity, depends on the ability of Deutsche Bank AG to satisfy its obligations as they come due. As a result, the actual and perceived creditworthiness of Deutsche Bank AG will affect the value of the securities and in the event Deutsche Bank AG were to default on its obligations you may not receive the payment upon an Automatic Call or Payment at Maturity owed to you under the terms of the securities.

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·   TRADING AND OTHER TRANSACTIONS BY US OR OUR AFFILIATES IN THE FOREIGN EXCHANGE AND CURRENCY DERIVATIVE MARKET MAY IMPAIR THE VALUE OF THE SECURITIES — We or one or more of our affiliates may hedge our foreign currency exposure from the securities by entering into foreign exchange and currency derivative transactions, such as over-the-counter options. Such trading and hedging activities may affect the Spot Rates and make it less likely that you will receive a positive return on your investment in the securities. It is possible that we or our affiliates could receive substantial returns from these hedging activities while the value of the securities declines. We or our affiliates may also engage in trading in instruments linked to the Spot Rates on a regular basis as part of our general broker-dealer and other businesses, for proprietary accounts, for other accounts under management or to facilitate transactions for customers, including block transactions. We or our affiliates may also issue or underwrite other securities or financial or derivative instruments with returns linked or related to changes in the Spot Rates. By introducing competing products into the marketplace in this manner, we or our affiliates could adversely affect the value of the securities. Any of the foregoing activities described in this paragraph may reflect trading strategies that differ from, or are in direct opposition to, the trading strategy of investors in the securities.

·   THE SECURITIES DO NOT PAY COUPONS – Unlike ordinary debt securities, the securities do not pay coupons and do not guarantee any return of the initial investment at maturity.

·   INVESTING IN THE SECURITIES IS NOT EQUIVALENT TO INVESTING DIRECTLY IN THE BASKET CURRENCIES OR THE JAPANESE YEN – You may receive a lower payment in respect of the securities than you would have received if you had invested directly in the Basket Currencies or the Japanese yen. In addition, the Basket Performance is based on the Currency Performances for each of the Basket Currencies, which is in turn based upon the formula set forth above. The Currency Performances are dependent solely on such stated formula and not on any other formula that could be used for calculating currency performances.

·   CERTAIN BUILT-IN COSTS ARE LIKELY TO ADVERSELY AFFECT THE VALUE OF THE SECURITIES PRIOR TO MATURITY – While the Payment at Maturity or upon an automatic call described in this term sheet is based on the full Face Amount of your securities, the original issue price of the securities includes the agent’s commission and the cost of hedging our obligations under the securities through one or more of our affiliates. Such cost includes our or our affiliates’ expected cost of providing such hedge, as well as the profit we or our affiliates expect to realize in consideration for assuming the risks inherent in providing such hedge. As a result, the price, if any, at which Deutsche Bank AG (or its affiliates) will be willing to purchase securities from you, prior to maturity, in secondary market transactions, if at all, will likely be lower than the Issue Price, and any sale prior to the Maturity Date could result in a substantial loss to you.  The securities are not designed to be short-term trading instruments.  Accordingly, you should be able and willing to hold your securities to maturity.

·   LACK OF LIQUIDITY – The securities will not be listed on any securities exchange. Deutsche Bank AG or its affiliates may offer to purchase the securities in the secondary market but is not required to do so and may cease such market-making activities at any time. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell your securities easily. Because other dealers are not likely to make a secondary market for the securities, the price at which you may be able to trade your securities is likely to depend on the price, if any, at which Deutsche Bank AG or its affiliates are willing to buy the securities.

·   POTENTIAL CONFLICTS – We and our affiliates play a variety of roles in connection with the issuance of the securities, including acting as calculation agent and hedging our obligations under the securities.  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 securities.

·   WE AND OUR AFFILIATES AND AGENTS, OR J.P. MORGAN CHASE & CO. AND ITS AFFILIATES, MAY PUBLISH RESEARCH, EXPRESS OPINIONS OR PROVIDE RECOMMENDATIONS THAT ARE INCONSISTENT WITH INVESTING IN OR HOLDING THE SECURITIES.  ANY SUCH RESEARCH, OPINIONS OR RECOMMENDATIONS COULD AFFECT THE VALUE OF THE BASKET CURRENCIES TO WHICH THE SECURITIES ARE LINKED OR THE VALUE OF THE SECURITIES – We, our affiliates and agents, and J.P. Morgan Chase & Co. and its affiliates, publish research from time to time on financial markets and other matters that may influence the value of the securities, or express opinions or provide recommendations that may be inconsistent with purchasing or holding the securities. We, our affiliates and agents, or J.P. Morgan Chase & Co. and its affiliates, may publish research or other opinions that are inconsistent with the investment view implicit in the securities. Any research, opinions or recommendations expressed by us, our affiliates or agents, or J.P. Morgan Chase & Co. or its affiliates, may not be consistent with each other and may be modified from time to time without notice. Investors should make their own independent investigation of the merits of investing in the securities and the performance of the Basket Currencies relative to the Japanese yen to which the securities are linked.

·   GAINS IN THE CURRENCY PERFORMANCE OF ONE OR MORE BASKET CURRENCIES RELATIVE TO THE JAPANESE YEN MAY BE OFFSET BY LOSSES IN THE CURRENCY PERFORMANCE OF OTHER BASKET CURRENCIES – The securities are linked to the performance of the Basket composed of three currencies with equal weightings. The performance of the Basket Currencies relative to the Japanese yen will be based on the appreciation or depreciation of the Basket Currencies as a whole. Therefore, positive performance of one or more Basket Currencies relative to the Japanese yen may be offset by negative performance of one or more other Basket Currencies of equal or greater magnitude, which may result in an aggregate Basket Performance that is less

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than zero. The performance of the Basket is dependent on the Currency Performance of each Basket Currency, which is in turn based upon the formula set forth above.

·   CURRENCY MARKETS MAY BE VOLATILE – Currency markets may be highly volatile. Significant changes, including changes in liquidity and prices, can occur in such markets within very short periods of time. Foreign currency rate risks include, but are not limited to, convertibility risk and market volatility and potential interference by foreign governments through regulation of local markets, foreign investment or particular transactions in foreign currency. These factors may affect the values of the Basket Currencies and the value of your securities in varying ways, and different factors may cause the values of the Basket Currencies and the volatility of their prices to move in inconsistent directions at inconsistent rates.

·   LEGAL AND REGULATORY RISKS – Legal and regulatory changes could adversely affect currency rates. In addition, many governmental agencies and regulatory organizations are authorized to take extraordinary actions in the event of market emergencies. It is not possible to predict the effect of any future legal or regulatory action relating to currency rates, but any such action could cause unexpected volatility and instability in currency markets with a substantial and adverse effect on the performance of the Basket Currencies relative to the Japanese yen and, consequently, the value of the securities.

·   IF THE LIQUIDITY OF THE BASKET CURRENCIES IS LIMITED, THE VALUE OF THE SECURITIES WOULD LIKELY BE IMPAIRED – Currencies and derivatives contracts on currencies may be difficult to buy or sell, particularly during adverse market conditions. Reduced liquidity on the relevant date of calculation would likely have an adverse effect on the Final Spot Rate for each Basket Currency, and therefore, on the return on your securities. Limited liquidity relating to any Basket Currency may also result in Deutsche Bank AG, London Branch, as calculation agent, being unable to determine the Basket Closing Level using its normal means. The resulting discretion by the calculation agent in determining the Basket Closing Level could, in turn, result in potential conflicts of interest.

·   SUSPENSION OR DISRUPTIONS OF MARKET TRADING IN THE BASKET CURRENCIES MAY ADVERSELY AFFECT THE VALUE OF THE SECURITIES – The currency markets are subject to temporary distortions and disruptions due to various factors, including government regulation and intervention, the lack of liquidity in the markets and the participation of speculators. These circumstances could adversely affect the exchange rates of the Basket Currencies and, therefore, the value of the securities.

·   ECONOMIC AND MARKET FACTORS WILL IMPACT THE VALUE OF THE SECURITIES – We expect that, generally, the Spot Rates for the Basket Currencies on any day will affect the value of the securities more than any other single factor. However, you should not expect the value of the securities in the secondary market to vary in proportion to the appreciation or depreciation of the Basket Currencies relative to the Japanese yen. The value of the securities will be affected by a number of other factors that may either offset or magnify each other, including:

·   the expected volatility of the Basket Currencies and the Japanese yen, as the Reference Currency;

·   the time remaining to maturity of the securities;

·   the exchange rates and the volatility of the exchange rate between each Basket Currency and the Japanese yen;

·   interest and yield rates in the market generally and in the markets of the Basket Currencies and the Japanese yen;

·   geopolitical conditions and a variety of economic, financial, political, regulatory or judicial events;

·   supply and demand for the securities; and

·   our creditworthiness, including actual or anticipated downgrades in our credit ratings.

·   HISTORICAL PERFORMANCE OF THE BASKET CURRENCIES SHOULD NOT BE TAKEN AS AN INDICATION OF THE FUTURE PERFORMANCE OF THE BASKET CURRENCIES DURING THE TERM OF THE SECURITIES – It is impossible to predict whether the Spot Rates for any of the Basket Currencies will rise or fall. The Spot Rates for the Basket Currencies will be influenced by complex and interrelated political, economic, financial and other factors.

·   MARKET DISRUPTIONS MAY ADVERSELY AFFECT YOUR RETURN – The calculation agent may, in its sole discretion, determine that the markets have been affected in a manner that prevents it from determining the Basket Closing Level in the manner described herein, and calculating the amount that we are required to pay you upon maturity or upon an automatic call, or from properly hedging its obligations under the securities. These events may include disruptions or suspensions of trading in the markets as a whole or general inconvertibility or non-transferability of one or more currencies. If the calculation agent, in its sole discretion, determines that any of these events prevents us or any of our affiliates from properly hedging our obligations under the securities or prevents the calculation agent from determining the Basket Closing Level, Payment at Maturity or Call Payment in the ordinary manner, the calculation agent will determine the Basket Closing Level, Payment at Maturity or Call Payment in good faith and in a commercially reasonable manner, and it is possible that the Final Valuation Date and the Maturity Date will be postponed, which may adversely affect the return on your securities. For example, if the source for the Spot Rates of any Basket Currency is not available on an Observation Date or the Final Valuation Date, the calculation agent

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may determine the Spot Rate for such date, and such determination may adversely affect the return on your securities.

·   THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF AN INVESTMENT IN THE SECURITIES ARE UNCLEAR — There is no direct legal authority regarding the proper U.S. federal income tax treatment of the securities, and we do not plan to request a ruling from the IRS. Consequently, significant aspects of the tax treatment of the securities are uncertain, and the IRS or a court might not agree with the treatment of the securities as prepaid financial contracts.  If the IRS were successful in asserting an alternative treatment for the securities, the tax consequences of ownership and disposition of the securities might be affected materially and adversely.  In addition, as described above under “Tax Consequences,” in 2007 Treasury and the IRS released a notice requesting comments on various issues regarding the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments, which may include the securities.  Any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the securities, possibly with retroactive effect.  Prospective investors should review carefully the section of the accompanying product supplement entitled “U.S. Federal Income Tax Consequences” and consult their tax advisers regarding the U.S. federal income tax consequences of an investment in the securities (including possible alternative treatments and the issues presented by the 2007 notice), as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

Spot Rates

The Spot Rate for the Australian dollar against the Japanese yen on each date of calculation will be the AUD/JPY reference rate, expressed as the number of Japanese yen per one Australian dollar, which is equal to (a) the AUD/USD mid-spot rate at approximately 4:00 p.m. London time, expressed as the amount of U.S. dollars per one Australian dollar, for settlement in two business days, reported by the W.M. Company which appears on the Reuters Page “WMRSPOT12” (or any successor page) on such date of calculation, multiplied by (b) the USD/JPY mid-spot rate at approximately 4:00 p.m. London time, expressed as the amount of Japanese yen per one U.S. dollar, for settlement in two business days, reported by the W.M. Company which appears on the Reuters Page “WMRSPOT12”(or any successor page) on such date of calculation.

The Spot Rate for the Canadian dollar against the Japanese yen will be the CAD/JPY reference rate, expressed as the number of Japanese yen per one Canadian dollar, which is equal to (a) the USD/JPY mid-spot rate at approximately 4:00 p.m. London time, expressed as the amount of Japanese yen per one U.S. dollar, for settlement in two business days, reported by the W.M. Company which appears on the Reuters Page “WMRSPOT12”(or any successor page), divided by (b) the USD/CAD mid-spot rate at approximately 4:00 p.m. London time, expressed as the amount of Canadian dollars per one U.S. dollar, for settlement in one business day, reported by the W.M. Company which appears on the Reuters Page “WMRSPOT09”(or any successor page) on such date of calculation.

The Spot Rate for the Norwegian krone will be the NOK/JPY reference rate, expressed as the number of Japanese yen per one Norwegian krone, which is equal to (a) the USD/JPY mid-spot rate at approximately 4:00 p.m. London time, expressed as the amount of Japanese yen per one U.S. dollar, for settlement in two business days, reported by the W.M. Company which appears on the Reuters Page “WMRSPOT12”(or any successor page), divided by (b) the USD/NOK mid-spot rate at approximately 4:00 p.m. London time, expressed as the amount of Norwegian krone per one U.S. dollar, for settlement in two business days, reported by the W.M. Company which appears on the Reuters Page “WMRSPOT05” (or any successor page) on such date of calculation.

If any of the foregoing Spot Rates is unavailable (or is published in error), the Spot Rate for such Basket Currency shall be selected by the calculation agent in good faith and in a commercially reasonable manner.

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Historical Information

The following charts show the historical performance of the Basket Performance as well as historical individual exchange rates for each of the Basket Currencies against the Japanese yen.  In each case, the charts use exchange rates that are based on Bloomberg end-of-day quotations for the period-end dates set forth in the following tables and not on the Spot Rates set forth above. The retrospective data for the Basket Performance was calculated by setting the level to 100 on April 1, 2011 and measured retrospectively to January 31, 2001. The historical high, low and period-end exchange rates for each Basket Currency are shown for the period from January 1, 2001 through April 1, 2011. The retrospective and historical data are for illustrative purposes only and are not indicative of the historical or future values of the Spot Rates (which are determined as set forth herein), future performance of the Basket Currencies or the Basket Performance. The numbers appearing in the below tables may have been rounded for ease of analysis. We cannot give you any assurance that the Basket Performance will be greater than or equal to zero or that you will receive any positive return on your investment. Any historical upward or downward trend in the exchange rates set forth in the following charts during any period set forth below is not an indication that the Spot Rates or Basket Performance is more or less likely to increase or decrease at any time during the term of the securities. As set forth in the following tables, for each Basket Currency, a higher exchange rate for a given year indicates a strengthening of the relevant Basket Currency relative to the Japanese Yen, while a lower exchange rate indicates a weakening of that Basket Currency relative to the Japanese Yen. The graphs following each Basket Currency’s exchange rate table set forth the historical exchange rate performance of each respective Basket Currency for the period from January 1, 2001 through April 1, 2011. The daily exchange rates published by Bloomberg may differ from the Spot Rates for the applicable Basket Currency. We will not use Bloomberg to determine the applicable Spot Rate for each of the Basket Currencies.

Past performance is not indicative of future performance.

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Australian Dollar

Historical High, Low and Period-End Exchange Rates

January 1, 2001 through April 1, 2011

(expressed as units of Japanese yen per Australian dollar)

	High	Low	Period End
2001	67.509	55.993	67.170
2002	71.875	62.322	66.690
2003	81.135	66.280	80.682
2004	85.295	74.235	80.095
2005	91.365	76.990	86.280
2006	94.215	82.109	93.903
2007	107.873	86.026	97.773
2008	104.503	55.134	63.675
2009	85.323	55.560	83.485
2010	88.063	71.897	83.024
2011 (through April 1, 2011)	87.596	74.480	87.419

Past performance is not indicative of future performance.

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Canadian Dollar

Historical High, Low and Period-End Exchange Rates

January 1, 2001 through April 1, 2011

(expressed as units of Japanese yen per Canadian dollar)

	High	Low	Period End
2001	83.320	73.730	82.554
2002	84.992	73.905	75.525
2003	89.245	75.248	82.682
2004	89.781	78.418	85.396
2005	105.061	82.744	101.350
2006	106.415	97.160	102.140
2007	125.575	97.518	111.923
2008	113.275	70.604	74.372
2009	90.323	68.405	88.325
2010	94.486	78.466	81.298
2011 (through April 1, 2011)	87.745	77.160	87.420

Past performance is not indicative of future performance.

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Norwegian Krone

Historical High, Low and Period-End Exchange Rates

January 1, 2001 through April 1, 2011

(expressed as units of Japanese yen per Norwegian krone)

	High	Low	Period End
2001	14.6203	12.5038	14.5318
2002	17.4021	14.4906	17.1228
2003	17.8951	15.1051	16.0894
2004	17.1783	14.9066	16.8758
2005	18.1378	15.9730	17.4612
2006	19.2126	17.0012	19.0933
2007	21.9412	18.3938	20.5509
2008	21.3238	12.4267	13.0426
2009	16.6301	12.1777	16.0525
2010	16.5079	13.2498	13.9275
2011 (through April 1, 2011)	15.2989	13.5027	15.2807

Past performance is not indicative of future performance.

Supplemental Plan of Distribution

JPMorgan Chase Bank, N.A. and J.P. Morgan Securities LLC will act as placement agents for the securities and will receive a fee from the Issuer that will not exceed $15.00 per $1,000 Face Amount of securities.

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