FWP 1 dp19905_fwp.htm FORM FWP
 
 
Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-155535
Dated November 10, 2010
 

S and P 500([R]) Dividend Aristocrats Risk Control 8% Excess Return Index

Performance Update -- November 2010

OVERVIEW
The S and P 500([R]) Dividend Aristocrats Risk Control 8% Excess Return Index (the
"Index") provides investors with exposure to the "blue chip" names of the S and P
500([R]) Dividend Aristocrats Total Return Index. It also adds a volatility
control mechanism that targets 8% volatility by adjusting its level of exposure
to the S and P 500([R]) Dividend Aristocrats Total Return Index. This volatility
control mechanism seeks to create a more consistent risk-return profile for the
Dividend Aristocrats Risk Control 8% Index.

Key Features of the Index

[]   Exposure to the S and P 500([R]) Dividend Aristocrats Total Return Index, a
     group of 40 or more S and P 500([R]) stocks with records of consistently
     increasing dividends over the past 25 years. S and P can relax this
     criterion if less than 40 names qualify.

[]   In an effort to maintain a constant annualized volatility of 8%, the Index
     uses an algorithm to dynamically adjust exposure daily.

[]   To adjust exposure, the Index has the ability to employ leverage of up to
     150% during periods of low volatility.

[]   Levels published daily by Standard and Poor's on Bloomberg. The S and P
     500([R]) Dividend Aristocrats Risk Control 8% Excess Return Index targets
     8% volatility and is published to Bloomberg under the ticker SPXD8UE.

Hypothetical Index Volatility and Leverage (January 1, 2005 to Oct 29, 2010)
[GRAPHIC OMITTED]

Sources: Bloomberg and JPMorgan. No representation is made that the actual
performance of the Index would result in leverage factors consistent with the
hypothetical leverage factors displayed in the graph above. Actual annualized
volatilities and leverage factors will vary, perhaps materially, from this
analysis. Please see next page for definitions of the various metrics identified
in the charts and graphs above.

[GRAPHIC OMITTED]

Hypothetical and Actual Historical Performance (Dec 31, 1998 to Oct 29, 2010)
[GRAPHIC OMITTED]

Sources: Bloomberg and JPMorgan. Past hypothetical performance results are
neither indicative of nor a guarantee of future returns. Actual results will
vary, potentially materially, from the hypothetical historical performance
provided herein. There is no assurance the Index will outperform the S and P
500([R]) Index, the S and P 500([R]) Dividend Aristocrats Risk Control Index, or
any alternative investment strategy.

Recent Performance of the S and P 500([R]) Dividend Aristocrats Risk Control 8%
Excess Return Index and the S and P 500([R]) Index (as of Oct 29 2010)

                                       October September August
                                       2010    2010      2010
S and P 500([R]) Dividend Aristocrats Risk
Control 8% Excess Return Index         0.85%   4.06%     -1.16%

Sources: Bloomberg and JPMorgan. Past hypothetical performance results are
neither indicative of nor a guarantee of future returns.

                                                               November 10, 2010



 
 
 

 
 
 



Comparative Hypothetical and Historical Total Returns (%) and Volatility --
October 29, 2010

                                                        Three Year Five Year  Ten Year   Ten Year
                                               One Year Annualized Annualized Annualized Annualized Ten Year
                                               Return   Return     Return     Return     Volatility Sharpe Ratio
S and P 500([R]) Dividend Aristocrats Risk Control
8% Excess Return Index                         8.57%    2.06%      3.32%      3.29%      7.91%      0.42
S and P 500([R]) Index (SPX)                   10.99%   -8.43%     -0.25%    -1.87%     21.99%     -0.09
S and P 500([R]) Dividend Aristocrats Total Return

Index                                          18.11%   2.40%      6.08%      7.69%      19.86%     0.39
S and P 500([R]) Total Return Index (SPTR)     13.25%   -6.32%     1.88%      -0.02%     21.98%     0.00


Notes on performance, volatility, leverage and, Sharpe Ratio statistics

Hypothetical, historical performance measures: Represent the performance of the
Index based on, as applicable to the relevant measurement period, the
hypothetical backtested daily Index closing levels from December 31, 1998
through August 24, 2010, and the actual historical performance of the Index
based on the daily Index closing level from August 25, 2010 through October 29,
2010, as well as the performance of the S and P 500([R]) Index over the same
period. For purposes of these examples, each index was set equal to 100 at the
beginning of the relevant measurement period and returns are calculated
arithmetically (not compounded). There is no guarantee the relevant Index will
outperform the S and P 500([R]) Total Return Index, the S and P
500([R]) Dividend Aristocrats Total Return Index or any alternative investment
strategy. Sources: Bloomberg and JPMorgan.

Volatility is calculated from the historical returns, as applicable to the
relevant measurement period, of the S and P 500([R]) Total Return Index, the S and P
500[R] Dividend Aristocrats Total Return Index and the S and P 500([R]) Dividend
Aristocrats Risk Control 8% Excess Return Index. Volatility represents the
annualized standard deviation of the relevant index's arithmetic daily returns
since December 31, 1998. The index leverage is the hypothetical back-tested
amount of exposure of the Index to the S and P 500([R]) Dividend Aristocrats Total
Return Index and should not be considered indicative of the actual leverage
that would be assigned during an investment in the Index. The Sharpe Ratio,
which is a measure of risk-adjusted performance, is computed as the ten year
annualized historical return divided by the ten year annualized volatility.
The back-tested, hypothetical, historical annualized volatility and index
leverage have inherent limitations. These volatility and leverage results were
achieved by means of a retroactive application of a back-tested volatility
model designed with the benefit of hindsight. No representation is made that in
the future the relevant indices will have the volatility as shown. Alternative
modeling techniques or assumptions might produce significantly different
results and may prove to be more appropriate. Actual annualized volatilities
and leverage may vary materially from this analysis. Source: Bloomberg and
JPMorgan.

J. P. Morgan Structured Investments | 800 576 3529 |
JPM_Structured_Investments@jpmorgan.com


Key Risks

[] The Index has a limited operating history and may perform in unexpected
ways. The Index began publishing on August 25, 2010 and, therefore, has a
limited history. S and P has calculated the returns that hypothetically might have
been generated had the Index existed in the past, but those calculations are
subject to many limitations and do not reflect actual trading, liquidity
constraints, fees and other costs.

[] The Index may not be successful, may not outperform the S and P 500([R])
Dividend Aristocrats Total Return Index and may not achieve its target
volatility. No assurance can be given that the volatility strategy will be
successful or that the Index will outperform the S and P 500([R]) Dividend
Aristocrats Total Return Index or any alternative strategy that might be
employed to reduce the level of risk of the S and P 500([R]) Dividend Aristocrats
Total Return Index . We also can give no assurance that the Index will achieve
its target volatility of 8%.

[] The Index is not a total return index, and is subject to short-term money
market fund borrowing costs-- As an "excess return" index, the S and P 500([R])
Dividend Aristocrats Risk Control 8% Excess Return Index calculates the return
on a leveraged or deleveraged investment in the S and P 500([R]) Dividend
Aristocrats Total Return Index where the investment was made through the use of
borrowed funds. Investments linked to this "excess return" index, which
represents an unfunded position in the S and P 500([R]) Dividend Aristocrats Total
Return Index , will be subject to short-term money market fund borrowing costs
and will not include the "total return" feature or the cash component of the
"total return" index, which represents a funded position in the S and P 500([R])
Dividend Aristocrats Total Return Index .

The risks identified above are not exhaustive. You should also review carefully
the related "Risk Factors" section in the relevant product supplement and the
"Selected Risk Considerations" in the relevant term sheet or pricing
supplement.

Key Risks Continued

[] The Index represents portfolios consisting of the S and P 500([R]) Dividend
Aristocrats Total Return Index and a borrowing cost component accruing interest
based on a synthetically rolling 3-month bond with reference to the 2-month and
3-month U.S. LIBOR rates. The Index dynamically adjusts its exposures to the
S and P 500([R]) Dividend Aristocrats Total Return Index based on the S and P 500([R])
Dividend Aristocrats Total Return Index's historic volatility. The Index's'
exposure to the S and P 500([R]) Dividend Aristocrats Total Return Index will
decrease when historical volatility causes the risk level of the S and P 500([R])
Dividend Aristocrats Total Return Index to reach a high threshold. If, at any
time, the Index exhibits low exposure to the S and P 500([R]) Dividend Aristocrats
Total Return Index and the S and P 500([R]) Dividend Aristocrats Total Return Index
subsequently appreciates significantly, the Index will not participate fully in
this appreciation.

[] J.P. Morgan Securities LLC ("JPMS"), one of our affiliates, worked with S and P
in developing the guidelines and policies governing the composition and
calculation of the Index. The policies and judgments for which JPMS was
responsible could have an impact, positive or negative, on the level of the
Indices. JPMS is under no obligation to consider your interests as an
investor.

Index Disclaimers

"Standard  and  Poor's[R]," "S and P[R]," "S and P 500[R]," "S and P 500[R] Dividend
Aristocrats," and "S and P 500[R] Dividend Aristocrats Risk Control 8% Excess
Return Index" are trademarks of the McGraw-Hill Companies, Inc. and have been
licensed for use by J.P. Morgan Securities LLC. This transaction is not
sponsored, endorsed, sold or promoted by S and P, and S and P makes no representation
regarding the advisability of purchasing securities generally or financial
instruments issued by JPMorgan Chase  and  Co. S and P has no obligation or liability
in connection with the administration, marketing, or trading of products linked
to the S and P 500[R] Dividend Aristocrats Risk Control 8% Excess Return Index.

For more information on the Index and for additional key risk information see
Page 4 of the Strategy Guide at:
http://www.sec.gov/Archives/edgar/data/19617/000095010310003294/crt_dp19865
-fwp.pdf

DISCLAIMER

JPMorgan Chase  and  Co. ("J.P. Morgan") has filed a registration statement
(including a prospectus) with the Securities and Exchange Commission (the
"SEC") for any offerings to which these materials relate. Before you invest in
any offering of securities by J.P. Morgan, you should read the prospectus in
that registration statement, the prospectus supplement, as well as the
particular product supplement, the relevant term sheet or pricing supplement,
and any other documents that J.P. Morgan will file with the SEC relating to
such offering for more complete information about J.P. Morgan and the offering
of any securities. You may get these documents without cost by visiting EDGAR
on the SEC Website at www.sec.gov. Alternatively, J.P. Morgan, any agent, or
any dealer participating in the particular offering will arrange to send you
the prospectus and the prospectus supplement, as well as any product supplement
and term sheet or pricing supplement, if you so request by calling toll-free
(866) 535-9248.

Free Writing Prospectus filed pursuant to Rule 433; Registration Statement No.
333-155535

J.P. Morgan Structured Instrucments 800-576-3529 JPM_Structured_investments@jpmorgan.com