FWP 1 dp10898_fwp.htm
 
Registration Statement 333-130051
Filed Pursuant to Rule 433
 
 


2008



C O R E C O M M O D I T Y - I G A R C O N D I T I O N A L L O N G -S H O R T



Investment products: Not FDIC Insured - No Bank Guarantee - May Lose Value



Please see Important Information at the end of presentation


 
 

 
 



Important Information

The discussion contained in the following pages is for educational and
illustrative purposes only. The final terms of securities offered by JPMorgan
Chase & Co. may be different from those set forth in any illustrative
investment ideas contained herein and any such final terms will depend on,
among other things, market conditions on the applicable pricing date for such
securities. Any information relating to performance contained in these
materials is illustrative and no assurance is given that any indicated returns,
performance or results, whether historical or hypothetical, will be achieved.
Investment ideas are subject to change, and JPMorgan undertakes no duty to
update these materials, including any investment ideas, or to supply
corrections. This material shall be amended, superseded and replaced in its
entirety by a subsequent preliminary or final term sheet and/or pricing
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between the materials presented in the following pages and any such preliminary
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                                                                               1


 
 

 
 



Core Commodity -IGAR executive summary

CoreCore Commodity Commodity -IGAR-IGAR Overview Overview

o    The JPMorgan Core  Commodity-Investable  Global Asset  Rotator  Conditional
     Long-Short  ("Core  Commodity-IGAR")  is a synthetic  basket  comprised  of
     constituents  of the global  commodities  market.  The basket is rebalanced
     monthly using a momentum-based strategy. (1)

o    The  Core   Commodity-IGAR,   in  a  defined   commodities   bull   market,
     synthetically invests in up to 7 constituents per directional position from
     a universe of 14 potential  constituents  of the S&P GSCI(TM) Excess Return
     Index,  based upon price  performance  and  consistent  momentum.  (2) In a
     defined bear market,  the strategy is able to hold long and short positions
     in up to 14 constituents of the S&P GSCI(TM) Excess Return Index.

o    The methodology used to actively rebalance the Core Commodity-IGAR consists
     of selecting up to a maximum of 7 of the best/worst performing constituents
     per direction given the market trend, which pass the "Performance Test" and
     the "Long Consistency Test."(3)


(1) The Core Commodity -IGAR is described as a synthetic or notional basket
because its reported level does not represent the value of any actual assets
held by any person. The level of the Core Commodity -IGAR at any point is the
value of a hypothetical portfolio of constituents, less assessed index
calculation fees. An investment in a Core Commodity -IGAR product does not
represent an investment in the underlying indices.
There are three versions of the Core Commodity - IGAR product. Any reference to
Core Commodity -IGAR in this presentation is to the Conditional Long-Short
version.
2 The Core Commodity -IGAR uses the S&P GSCI(TM) Excess Return Index. The S&P
GSCI(TM) Excess Return Index consists of the GSCI([R]) Total Return Index with
the cash component excluded.
3 Please refer to slides 6 through 8 for a full explanation of the methodology
used in creating the synthetic basket.
4 The Core Commodity -IGAR was established on April 15, 2008 and its value is
published each trading day under the Bloomberg ticker symbol "CMDUYCER" . The
hypothetical historical information for the Core Commodity -IGAR in this
presentation is calculated for the period January 1991 to March 2008. JPMorgan
has calculated the levels using the methodology described on pages 11 and 15,
with the following assumption: not all 14 constituents were available during
the entire testing period (for example, from 1991 to 1993, 17 constituents were
available) . Additional constituents were included in the calculation once they
were added to the S&P GSCI(TM) and had 12-month performance data.
For the periods in which those constituents did not exist, they have been
ascribed an excess return over cash of zero. Returns for Core Commodity -IGAR
are net of index calculation fees of 0.96% per annum, deducted daily.

2

Past Performance does not guarantee future results.
Please refer to the important notices including that in relation to composite
performance, and the certain risk factors herein.

                                                                               2


 
 

 
 



Why use momentum investing for commodities?

Thinking Thinking  through through  momentum momentum  investing investing and
and commodities commodities

o    Momentum is the proposition,  empirically  observable in some assets during
     certain  periods,  that  outperforming  assets may outperform  again in the
     future and underperforming  assets may underperform in the future. If there
     is momentum,  assets that were "winners" in the past  theoretically  have a
     high probability of outperforming past "losers."

o    Momentum investing attempts to capture potentially profitable opportunities
     that arise from the current market direction.

o    Momentum strategies tend to work particularly well for commodities, in that
     supply/demand  fundamentals for commodities are difficult to change quickly
     (e.g.  time it takes to extract new oil or  minerals,  or plant and harvest
     new crops).


Note: Momentum strategies are effective at identifying the current market
direction in trending markets. Markets may reverse and do the opposite of what
is indicated by the trend indicator, resulting in a trading loss for the
particular period.

                                                                               3


 
 

 
 



Core Commodity -IGAR

CoreCore Commodity Commodity -IGAR -IGAR Overview Overview

A strategy that gives exposure to global commodity markets based on the
following set of criteria:

o    Consistent price performance over the last 12 months

o    Consistent momentum


Core Commodity -IGAR behaves dynamically in bull and bear markets:

o    Bull markets will be determined by examining the equally  weighted S&P GSCI
     Excess  Return  index via testing for positive  year-over-year  performance
     (using  a  rolling   12-month  window)  and  the  Equally  Weighted  Basket
     Consistency Test*; if both are passed then Core  Commodity-IGAR  invests in
     only long assets.

o    Otherwise,  the  Core  Commodity-IGAR  is  open  to  both  long  and  short
     positions.


Synthetic exposure is achieved through a basket containing up to 7 constituents
(in a defined bull market), or up to 7 constituents in a defined bear market,
from a universe of 14 potential constituents that are current components of the
S&P GSCI(TM) Excess Return Index, with monthly rebalancing.


An investment in a Core Commodity -IGAR product does not represent a direct
investment in the underlying constituents, their corresponding components of
the S&P GSCI(TM) Excess Return Index, or their underlying commodity futures
contracts, and will perform differently.
* Further explanations of the tests are on page 7

                                                                               4


 
 

 
 



Investment universe of the 14 constituents that currently comprise the Core
Commodity -IGAR investment universe

Sector: Industrial metals

S&P GSCI(TM) excess return constituents Bloomberg ticker

    Nickel                              SPGCIKP index

    Lead                                SPGCILP index

    Copper                              SPGCICP index

    Aluminium                           SPGCIAP index


Sector: Energy

S&P GSCI(TM) excess return constituents Bloomberg ticker

    Natural gas                         SPGCNGP index

    Gasoline                            SPGCHUP index

    Heating oil                         SPGCHOP index

    Brent crude                         SPGCBRP index

    WTI Crude oil                       SPGCCLP index


Sector: Precious metals

S&P GSCI(TM) excess return constituents Bloomberg ticker

    Silver                              SPGCSIP index

    Gold                                SPGCGCP index


Sector: Agricultural

S&P GSCI(TM) excess return constituents Bloomberg ticker

    Wheat                               SPGCWHP index

    Soybean                             SPGCSOP index

    Corn                                SPGCCNP index


S&P GSCI(TM) constituents are subject to change without notice.

                                                                               5


 
 

 
 



Core Commodity -IGAR rotation methodology

o    The  monthly  reallocation  consists  of a  series  of tests  leading  to a
     refinement  of the global  investment  universe,  which helps  identify the
     potential long and/or short positions.  The short positions are conditional
     on the  Trigger  Test(1).  If the  Trigger  Test  is  positive,  only  long
     positions are taken.


(1) The trigger test refers to testing for positive year-over-year performance
(using a rolling 12-month window) and the Equally Weighted Basket Consistency
Test that an equally weighted S&P GSCI must pass. These tests are described
with more detail on page 7. In order to pass, the S&P GSCI Excess Return Index
must have 1 year positive performance and score at least a six on the Long
Consistency Test.

(2) Consistent bull market is defined as months for which the Equally -weighted
portfolio has a positive 12-month performance, and it passes the Equally
Weighted Basket Consistency Test. Equally -weighted portfolio refers to the
equally -weighted portfolio of all the S&P GSCI(TM) excess return constituents
described in page 5 with monthly rebalancing.

                                                                               6

 
 

 
 


Core Commodity -IGAR bull-bear determination and constituent selection process

Bull-Bear Market Determination: The Equally Weighted Basket Condition

The Equally Weighted Basket Condition is met if an equally weighted basket of
the referenced universe of S&P GSCI(TM) constituents has positive
year-over-year performance (using a rolling 12-month window) and the Equally
Weighted Basket Consistency Test (below) is passed. The short-leg of Core
Commodity -IGAR will be de-activated only if the Equally Weighted Basket
Condition is met.

o    We test whether the equally  weighted  basket has  positive  year-over-year
     performance (using a rolling 12-month window).

o    The Equally Weighted Basket  Consistency Test -- This test is passed if the
     equally  weighted  basket  scores  at  least a 6 on the  test.  The test is
     similar to Test #2 described below,  except that it is based on the equally
     weighted basket, rather than an individual constituent.


After the above tests are performed, and bull or bear markets are determined,
the below tests are conducted to choose Core Commodity -IGAR Components

Selection of Individual Constituents

o    Test #1: The Performance Test

-- Positive 12-month absolute price performance (negative performance for
short positions); rolling 12-month window

        If Test #1 is passed:

o    Test # 2: The Long Consistency Test

-- Each month is assigned a momentum weighting with a greater weight applied
to the most recent months. If a constituent has positive performance for the
month, it is assigned a weight per the chart below. If the constituent has
negative performance for a month, it receives a weight of 0. In the case for
short commodity positions, the test is inverted, and it is referred to as the
Conditional Short Consistency Test.

-- If the sum of the monthly weightings is higher than 6 (out of a total of
12*), the consistency test has been passed.

If both tests are passed, that constituent is eligible to be included as a
constituent of the basket

Source: JPMorgan * The sum of the depicted weightings is not equal to 12 due to
rounding

                                                                               7

 
 

 
 


Rotation methodology (cont'd)

Long portfolio

If the potential long portfolio is composed of less than 7 constituents, for
example 4, then the long portfolio contains these 4 constituents with a weight
of 1/7 (for a net exposure of 4/7)

If the potential long portfolio is composed of 7 or more constituents, then the
long portfolio is an equally weighted portfolio of the top 7 performing
constituents over the past 12 months (a weight of 1/7 is assigned to each
constituent)

Short portfolio

If the potential short Portfolio is composed of less than 7 constituents, for
example 4, then the short portfolio contains these 4 constituents with a weight
of 1/7 (for a net exposure of 4/7)

If the potential short portfolio is composed of 7 or more constituents, then
the short portfolio is an equally -weighted portfolio of the worst 7 performing
constituents over the past 12 months (a weight of 1/7 is assigned to each
constituent)

An investment in a Core Commodity -IGAR product does not represent a direct
investment in the underlying constituents, their corresponding components of
the S&P GSCI(TM) Excess Return Index, or their underlying commodity futures
contracts.

                                                                               8

 
 

 
 


What could the Core Commodity -IGAR portfolio look like in different market
environments?

Clearly bullish
commodity market

-- Long up to 7 constituents

-- If less than 7 constituents, portion of portfolio is un-invested

Clearly bearish commodity market with
less consistent constituent performance

-- Long up to 7-constituents and short up to 7 constituents

-- If less than 14 constituents, portion of portfolio is un-invested

Clearly bearish commodity market

-- Long positions possible, but most likely portfolio would simply be short up
   to 7 constituents
-- Portion of portfolio could be un-invested

                                                                               9

 
 

 
 


Core Commodity -IGAR in a portfolio


                                                                              10

 
 

 
 


Performance against benchmark: Core Commodity -IGAR



o    A hypothetical  historical  performance analysis of the Core Commodity-IGAR
     product  shows high  levels of  absolute  returns  versus the S&P  GSCI(TM)
     Excess Return Index and an  improvement of the  risk-adjusted  returns to a
     simple strategy generated by an equally weighted GSCI portfolio.

o    Core Commodity-IGAR has a hypothetical return since inception of 40.8%.*

Equally -weighted refers to the equally -weighted portfolio of the 14 S&P
GSCI([R]) excess return constituents which comprise the Core Commodity -IGAR
investment universe with monthly rebalancing

S&P GSCI(TM) refers to S&P GSCI(TM) Excess Return Index Returns for Core
Commodity -IGAR are net of index calculation fees of 0.96% per annum, deducted
daily, while the performance of S&P GSCI[R] and the equally -weighted portfolio
do not take into account any potential access/replication cost * Calculated from
15th September 2006 to 31st March 2008

                                                                              11

 
 

 
 


Correlation with market benchmarks

o    Hypothetical historical analysis shows that Core Commodity-IGAR has limited
     correlation to the major asset classes other than commodities


Equity global is represented by the MSCI World Index([R])
Equity US is represented by Standard & Poor's 500 Total Return Index([R])
Corporate bonds are represented by the Lehman Aggregate Bond Index([R])
Government bonds are represented by JPMorgan Hedged USD GBI Global Index([R])
The T-bill component of the SPGCCIT Index([R]) has been subtracted from the
four above benchmark indices for the correlation and beta calculations
Commodities are represented by S&P GSCI(TM) Excess Return Index Source:
JPMorgan. Information is calculated for the period April 1993 to March 2008
Returns for Core Commodity -IGAR are net of index calculation fees of 0.96% per
annum, deducted daily See page 21 for additional information about the
benchmarks indices referred to on this page

                                                                              12

 
 

 
 


USD-denominated Core Commodity -IGAR Return Note Structure

Hypothetical Payout at Maturity

Ending
Underlying Proceeds from      Additional    Payment at      Total Return
Value      Underlying Return    Amount       Maturity           (%)

130.0      $300,000             $40,000    $1,340,000          34.0%

128.0      $280,000             $40,000    $1,320,000          32.0%

126.0      $260,000             $40,000    $1,300,000          30.0%

124.0      $240,000             $40,000    $1,280,000          28.0%

122.0      $220,000             $40,000    $1,260,000          26.0%

120.0      $200,000             $40,000    $1,240,000          24.0%

118.0      $180,000             $40,000    $1,220,000          22.0%

116.0      $160,000             $40,000    $1,200,000          20.0%

114.0      $140,000             $40,000    $1,180,000          18.0%

112.0      $120,000             $40,000    $1,160,000          16.0%

110.0      $100,000             $40,000    $1,140,000          14.0%

108.0      $80,000              $40,000    $1,120,000          12.0%

106.0      $60,000              $40,000    $1,100,000          10.0%

104.0      $40,000              $40,000    $1,080,000          8.0%

102.0      $20,000              $40,000    $1,060,000          6.0%

100.0      $0                   $40,000    $1,040,000          4.0%

98.0       ($20,000)            $40,000    $1,020,000          2.0%

96.0       ($40,000)            $40,000    $1,000,000          0.0%

94.0       ($60,000)            $40,000    $980,000            -2.0%

92.0       ($80,000)            $40,000    $960,000            -4.0%

90.0       ($100,000)           $40,000    $940,000            -6.0%

88.0       ($120,000)           $40,000    $920,000            -8.0%

86.0       ($140,000)           $40,000    $900,000            -10.0%

84.0       ($160,000)           $40,000    $880,000            -12.0%

82.0       ($180,000)           $40,000    $860,000            -14.0%

80.0       ($200,000)           $40,000    $840,000            -16.0%

78.0       ($220,000)           $40,000    $820,000            -18.0%

76.0       ($240,000)           $40,000    $800,000            -20.0%

74.0       ($260,000)           $40,000    $780,000            -22.0%

72.0       ($280,000)           $40,000    $760,000            -24.0%

70.0       ($300,000)           $40,000    $740,000            -26.0%

For illustrative purposes only.

Structure Details:

o    JPMorgan & Chase Co. Issued Note

o    24-Month Tenor; Issue Price: 100%

o    100% Participation

o    Additional Amount at maturity of 4.00%

o    Payout at Maturity*:

o    [] Principal (100% x (1 + Underlying Return) + 4.00%)

o    Initial Underlying Value: Equally weighted average based on the underlying
     closing values on the 5 dates specified in the term sheet.

o    Ending Underlying Value: TBD; an equally weighted average of the underlying
     closing values on the 5 dates specified in the term sheet.


Risk Considerations:

(TM)Your investment in the notes may result in a loss (TM)No protection against
loss
(TM)Investments related to the value of commodities tend to be more volatile
than traditional securities investments (TM)Commodity futures contracts are
subject to uncertain legal and regulatory regimes (TM)Owning the notes involves
the risks associated with momentum investment strategy (TM)Owning the notes is
not the same as owning the constituents or commodity futures contracts (TM)The
notes may be subject to increased volatility due to the use of leverage
(TM)Because the Core Commodity -IGAR may include notional short positions, the
Core Commodity -IGAR may be subject to additional risks (TM)See additional risk
factors on pages 22-24.
References to Underlying are to the Core Commodity -IGAR
* Unless payment is accelerated due to a hedging disruption event.

The table above assumes an Initial Underlying Value of 100 and an initial
investment of $1,000,000. The actual Initial Underlying Value will be the
arithmetic average of the Underlying closing values on each of five specified
averaging dates after the pricing date.

                                                                              13

 
 

 
 



Appendix

                                                                              14

 
 

 
 


Core Commodity -IGAR: Hypothetical net exposure to commodities over time

Source: JPMorgan. Information is calculated for the period January 1991 to
October 2007. Core Commodity -IGAR data up to 15th September 2006 is
hypothetical, subsequent data is actual.
S&P GSCI(TM) refers to S&P GSCI(TM) Excess Return Index
Equally -weighted refers to the equally -weighted portfolio of all the S&P
GSCI(TM) Excess Return constituents described in slide 11 with monthly
rebalancing
Returns for Core Commodity -IGAR are net of index calculation costs of 8bp per
month, while the performance of S&P GSCI(TM) and the equally -weighted
portfolio do not take into account any potential access/replication cost Net
long (resp. short) exposure to commodities means hypothetical historical
percentage long (resp. short) allocation of the Core Commodity -IGAR investment
portfolio in the investment universe described in slide 11 Net exposure is
defined as the sum of the net long exposure and the net short exposure; gross
commodity exposure can exceed 100%

                                                                              15


 
 

 
 



Performance Statistics





           Core Commodity S&P GSCI

           IGAR           [R] Excess                                        4- WGBI

                          Return          1- HFRI FoF 2- HFRI               Hedged

           (hypothetical) Index      Cash Diversified Macro   3- CTA S&P500 USD

Annualzied compound return 9.2%     3.7%     4.0% 8.5%     15.4%   9.8%   10.4%  7.2%
Volatility                 17.7%    18.7%    0.4% 6.0%     8.0%    9.4%   13.5%  3.0%
Max return                 14.9%    16.4%    0.5% 7.7%     7.9%    14.5%  11.4%  3.5%
Min return                 -20.6%   -14.5%   0.1% -7.8%    -6.4%   -5.6%  -14.5% -2.0%
Sharpe ratio               0.52     0.2           0.8      1.4     0.6    0.5    1.1
1991 performance           1.2%     -1.4%    5.1% 13.9%    47.0%   21.5%  25.0%  11.5%
1992 performance           -0.9%    0.8%     3.6% 10.3%    27.2%   9.9%   7.6%   7.9%
1993 performance           7.4%     -15.0%   3.1% 25.4%    53.3%   19.9%  10.1%  12.4%
1994 performance           13.1%    0.8%     4.2% -3.1%    -4.3%   -0.7%  1.3%   -3.7%
1995 performance           -1.2%    13.8%    5.7% 7.8%     29.3%   15.1%  37.6%  18.1%
1996 performance           18.6%    27.2%    5.3% 12.8%    9.3%    14.6%  23.0%  8.7%
1997 performance           -20.4%   -18.4%   5.2% 13.7%    18.8%   10.1%  33.4%  10.6%
1998 performance           38.9%    -38.8%   5.1% -5.5%    6.2%    9.4%   28.6%  11.0%
1999 performance           -4.3%    34.4%    4.7% 28.5%    17.6%   3.8%   21.0%  1.3%
2000 performance           25.0%    41.1%    6.0% 2.5%     2.0%    6.2%   -9.1%  10.7%
2001 performance           24.1%    -34.3%   4.1% 2.8%     6.9%    4.2%   -11.9% 6.3%
2002 performance           -13.4%   29.9%    1.7% 1.1%     7.4%    11.9%  -22.1% 8.0%
2003 performance           24.4%    19.5%    1.1% 11.4%    21.4%   13.2%  28.7%  2.0%
2004 performance           17.8%    15.7%    1.2% 7.2%     4.7%    4.3%   10.9%  4.8%
2005 performance           17.1%    21.6%    3.0% 7.5%     6.8%    5.0%   4.9%   5.1%
2006 performance           2.2%     -24.3%   4.9% 8.7%     6.4%    6.7%   14.5%  3.3%
2007 performance           22.4%    30.0%    4.6% 5.4%     12.5%   7.6%   -2.3%  7.8%
2008 performance           3.7%     9.6%     0.4% -1.1%    4.0%    5.7%   -3.7%  0.7%

Source: JPMorgan

An investment in a Core Commodity -IGAR product does not represent a direct
investment in the underlying constituents, their corresponding components of
the S&P GSCI(TM) Excess Return Index, or their underlying commodity futures
contracts.
Time frame: Jan 1991 -- Mar 2008
1- Hedge Fund Research Investment Fund of Funds index is not an investable
index
2- Hedge Fund Research Investment Macro index is not an investable index
3- Center for International Securities and Derivatives Markets (CISDM) is not
an investable index
4- World Government Bond Index. This index includes most significant and liquid
government bond markets globally that have at least an investment grade rating
5- See page 21 for additional information about the benchmark indices referred
to on this page

Past Performance does not guarantee future results.
Please refer to the important notices including that in relation to composite
performance, and the certain risk factors herein.

                                                                              16


 
 

 
 



Correlation Matrix


          Core Commodity S&P GSCI

          IGAR           [R] Excess

                         Return             1- HFRI FoF 2- HFRI

          (hypothetical) Index      Cash    Diversified Macro

Core Commodity-IGAR        1.00  0.2770  -0.0181 0.0933  0.1348
S&P GSCI [R] Excess Return         1.00    -0.08   0.18    0.17
Index
Cash                                        1.00    0.03    0.04
HFRI FoF Diversified                               1.00    0.72
HFRI Macro                                               1.00
CTA
S&P500
WGBI Hedged USD

            4- WGBI

             Hedged

3- CTA S&P500  USD

 0.1438 -0.0817 0.0255
   0.11   -0.01  0.02

    0.01   0.10  0.20
   0.27   0.48   0.01
 0.48   0.34    0.33
 1.00   0.02    0.35
        1.00    0.01
                1.00

Source: JPMorgan

An investment in a Core Commodity -IGAR does not represent a direct investment
in the underlying constituents, their corresponding components of the S&P
GSCI(TM) Excess Return Index, or their underlying commodity futures contracts.
Time frame: Jan 1991 -- Mar 2008; Excluding CTA for which data is available
only until Feb 2008 See page 10 for a description of the Core Commodity -IGAR
hypothetical historical information. See page 21 for additional information
about the benchmarks indices referred to on this page

Past Performance does not guarantee future results.
Please refer to the important notices including that in relation to composite
performance, and the certain risk factors herein.


                                                                              17

 
 

 
 


Hypothetical Core Commodity -IGAR Long Leg Constituents 2007 / 2008

                                                                              18

 
 

 
 


Hypothetical Core Commodity -IGAR Short Leg Constituents 2007 / 2008

Note: Core Commodity -IGAR was established in April 2008

                                                                              19

 
 

 
 


Definitions of Terms

An annualized return is an investment return, discounted retroactively from a
cumulative figure, at which money, compounded annually, would reach the
cumulative total.

Beta is a measure of the volatility, or systematic risk, of a security or a
portfolio in comparison to the market as a whole. Beta is calculated using
regression analysis, and you can think of beta as the tendency of a security's
returns to respond to swings in the market. A beta of 1 indicates that the
security's price will move with the market. A beta less than 1 means that the
security will be less volatile than the market. A beta greater than 1 indicates
that the security's price will be more volatile than the market. For example,
if a stock's beta is 1.2, it's theoretically 20% more volatile than the market.

Correlation is a statistical measure of the degree to which the movements of
two variables are randomly related. Correlation can range from -1.0 to 1.0 with
1.0 indicating a perfect positive correlation and -1.0 indicating a perfect
negative correlation. Down Capture is the ratio of the portfolio return to the
market return when the market declines.

The Sharpe ratio is a return/risk measure, where the return (the numerator) is
defined as the incremental average monthly return of an investment over the
risk free rate. Risk (the denominator) is defined as the standard deviation of
the monthly investment returns less the risk free rate. A risk free rate of 4%
was used to calculate the Sharpe ratio. Values are presented in annualized
terms; annualized Sharpe ratios are calculated by multiplying the monthly
Sharpe ratio by the square root of twelve.

Up Capture is the ratio of the portfolio return to the market return when the
market rises.

Volatility is a statistical measure of the dispersion of returns for a given
security or market index. A higher volatility means that a security's value can
potentially be spread out over a larger range of values. This means that the
price of the security can change dramatically over a short time period in
either direction. Whereas a lower volatility would mean that a security's value
does not fluctuate dramatically, but changes in value at a steady pace over a
period of time.


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Definitions of Indices

All index performance information has been obtained from third parties and
should not be relied upon as being complete or accurate.
Indices are shown for comparison purposes only. They are not investment
products available for purchase. Indices are unmanaged and generally do not
take into account fees or expenses or employ special investment techniques such
as leveraging or short selling. Furthermore, while some hedge fund indices may
provide useful indications of the general performance of the hedge fund
industry or particular hedge fund strategies, all hedge fund indices are
subject to selection, valuation, survivorship and entry biases, and lack
transparency with respect to their proprietary computations.

The S&P 500 Index ("S&P 500") consists of 500 stocks chosen for market size,
liquidity and industry group representation. It is a market -value weighted
index (stock price times number of shares outstanding), with each stock's
weight in the Index proportionate to its market value. All returns include
reinvested dividends except where indicated otherwise.

The Lehman Brothers Aggregate Bond Index represents securities that are U.S.
domestic, taxable and dollar denominated. The index covers the U.S. investment
grade fixed rate bond market, with index components for government and
corporate securities, mortgage pass-through securities, and asset-backed
securities. These major sectors are subdivided into more specific indices that
are calculated and reported on a regular basis Hedge Fund Research Composite
Index ("HFRI") is a widely used fund-weighted industry benchmark, although the
exact composition of this index remains proprietary. The results above are
compiled from the hedge funds in HFRI's database. HFRI performance reporting
began in January 1990. The single-strategy proxies for Relative Value, Event
Driven, Macro, Short selling, Trading/Opportunistic, and Equity Long Bias were
all derived from the single-strategy indices of the Hedge Fund Research, Inc.

All index definitions can be found at www.hedgefundresearch. com The MSCI World
Index is a free float-adjusted market capitalization index that is designed to
measure global developed market equity performance. The MSCI World Index
consists of the following 23 developed market country indices: Australia,
Austria, Belgium, Canada, Denmark, Finland, France, Germany, Greece, Hong Kong,
Ireland, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore,
Spain, Sweden, Switzerland, the United Kingdom and the United States.

CISDM CTA Asset Weighted Index - The CISDM CTA Asset Weighted Index reflects
the dollar-weighted performance of Core Commodity Trading Advisors (CTAs)
reporting to the CISDM Hedge Fund/CTA Database. CTAs trade a wide variety of
OTC and exchange traded forward, futures and options markets (e.g., physicals,
currency, financial) based on a wide variety of trading models. In order to be
included in the asset weighted index universe, a CTA must have at least
$500,000 under management and at least a 12-month track record.

World Government Bond Index is an index of Government Bonds from across the
world. To be eligible for inclusion an issue must have US $20 Billion, EUR15
Billion, and JPY 2.5 trillion for three consecutive. Once an issue satisfies
the criteria it will be added to the WGBI beginning with the next month. The
index is hedged into US Dollars.

                                                                              21


 
 

 
 


Important Risk Factors

Your investment in the notes may result in a loss -- The notes described above
do not guarantee any return of principal (other than the Additional Amount) .
The return on the notes is linked to the performance of the Core Commodity
-IGAR, which is also referred to as the Underlying, and will depend on whether,
and the extent to which, the Underlying Return is positive or negative. Your
investment in any such notes will be fully exposed to any decline in the Ending
Underlying Value, as compared to the Initial Underlying Value, provided that
the final payment at maturity will not be less than zero, although in all cases
you will receive the Additional Amount at maturity.

No protection against loss -- If the Underlying Return is negative, at
maturity, if you purchase the notes described above, you will receive less than
the principal amount of the notes. For each 1% that the Ending Underlying Value
declines relative to the Initial Underlying Value, you will lose 1% of your
investment in the notes, although in all cases you will receive the Additional
Amount at maturity.

The Initial Underlying Value may be determined after the pricing date of the
notes -- The Initial Underlying Value may be determined based on the arithmetic
average of the Underlying closing values on specified dates, which are referred
to as the Initial Averaging Dates. However, some or all of the Initial
Averaging Dates may occur following the pricing date of the notes described
above; as a result, the Initial Underlying Value will not be determined, and
you will therefore not know the Initial Underlying Value, until after the
pricing date. Any increase in the Underlying closing values on the Initial
Averaging Dates (relative to the Underlying closing values before the pricing
date) may establish a higher level that the Core Commodity -IGAR must achieve
for you to obtain a positive return on your investment or avoid a loss of
principal at maturity.

Investments related to the value of commodities tend to be more volatile than
traditional securities investments -- The market values of commodities tend to
be highly volatile. Commodity market values are not related to the value of a
future income or earnings stream, as tends to be the case with fixed-income and
equity investments, but are subject to variables of specific application to
commodities markets. These variables include changes in supply and demand
relationships, governmental programs and policies, national and international
monetary, trade, political and economic events, changes in interest and
exchange rates, speculation and trading activities in commodities and related
contracts, weather, and agricultural, trade, fiscal and exchange control
policies. These factors may have a larger impact on commodity prices and
commodity -linked instruments than on traditional fixed-income and equity
securities. These variables may create additional investment risks that cause
the value of the notes described above to be more volatile than the values of
traditional securities. These and other factors may affect the levels of the
constituents included from time to time in Core Commodity -IGAR, and thus the
value of your notes, in unpredictable or unanticipated ways. The Core Commodity
-IGAR provides one avenue for exposure to commodities. The high volatility and
cyclical nature of commodity markets may render these investments inappropriate
as the focus of an investment portfolio.

Commodity futures contracts are subject to uncertain legal and regulatory
regimes -- The commodity futures contracts that underlie the constituents of
the Core Commodity -IGAR are subject to legal and regulatory regimes in the
United States and, in some cases, in other countries that may change in ways
that could adversely affect JPMorgan Chase & Co.'s ability to hedge its
obligations under the notes and affect the value of the Core Commodity -IGAR.
The United States Congress is currently considering legislation that might, if
enacted, subject certain market participants to limits on their ability to
participate in the commodity futures markets. Such restrictions may result in
the Index Calculation Agent exercising its discretionary right under the Rules
for the Core Commodity -IGAR to exclude or substitute constituents of the Core
Commodity -IGAR, which may, in turn, have a negative effect on the level of the
Core Commodity -IGAR and the payment on the notes, if any, at maturity. In
addition, JPMorgan Chase & Co. or its affiliates may be unable as a result of
such restrictions to effect transactions necessary to hedge JPMorgan Chase &
Co.'s obligations under the notes, in which case JPMorgan Chase & Co. will have
the right, but not the obligation, to accelerate the payment on the notes. If
the payment on the notes is accelerated, your investment may result in a loss
and you may not be able to reinvest your money in a comparable investment.

                                                                              22


 
 

 
 



Important Risk Factors (cont.)

Owning the notes is not the same as owning the constituents or commodities
contracts -- The return on the notes described above will not reflect the
return you would realize if you actually held or sold short the commodity
contracts replicating the constituents of the Core Commodity -IGAR. The Core
Commodity -IGAR synthetic portfolio is a hypothetical construct that does not
hold any underlying assets of any kind. As a result, a holder of the notes will
not have any direct or indirect rights to any commodity contracts or interests
in the constituents. Furthermore, the Core Commodity -IGAR synthetic portfolio
is subject to monthly rebalancing and the assessment of a daily index
calculation fee that will reduce its value relative to the value of the
constituents.

The notes may be subject to increased volatility due to the use of leverage --
The Core Commodity -IGAR employs a technique generally known as "long-short"
strategy. As part of this strategy, if the short leg of the Core Commodity
-IGAR is not de-activated, the sum of the absolute values of the conditional
long-short target weights may be greater than 1 and, consequently, the Core
Commodity -IGAR may include leverage. Where the synthetic portfolio is
leveraged, any price movements in the commodity contracts replicating the
constituents may result in greater changes in the value of the Core Commodity
-IGAR than if leverage was not used, which in turn could cause an investor in
the notes described above to receive a lower payment at maturity than he/she
would otherwise receive.

Because the Core Commodity -IGAR may include notional short positions, the Core
Commodity -IGAR Index may be subject to additional risks -- The Core Commodity
-IGAR Index employs a technique generally known as "long-short" strategy. This
means the Core Commodity -IGAR Index could include a number of notional long
positions and a number of notional short positions. Unlike long positions,
short positions are subject to unlimited risk of loss because there is no limit
on the amount by which the price that the relevant asset may appreciate before
the short position is closed. Although the minimum payment at maturity is $0,
it is possible that any notional short position included in the Core Commodity
-IGAR may appreciate substantially with an adverse impact on the Core Commodity
-IGAR value and the notes described above.

Core Commodity -IGAR Lacks an operating history -- The Core Commodity -IGAR was
established on April 15, 2008, and therefore lacks historical performance.
Back-testing or similar analysis in respect of the Core Commodity -IGAR must be
considered illustrative only and may be based on estimates or assumptions not
used by the calculation agent when determining the Core Commodity -IGAR
values.

No interest payments -- As a holder of the notes described above, an investor
will not receive any interest payments.

Lack of Liquidity -- The notes described above will not be listed on any
securities exchange. There may be no secondary market for such notes, and J.P.
Morgan Securities Inc., which is also referred to as JPMSI, would not be
required to purchase notes in the secondary market. Even if there is a
secondary market, it may not provide enough liquidity to allow you to trade or
sell any notes issued by JPMorgan Chase & Co. easily. Because other dealers are
not likely to make a secondary market for the notes, the price at which you may
be able to trade your notes is likely to depend on the price, if any, at which
JPMSI is willing to buy the notes.

Certain built-in costs are likely to adversely affect the value of the notes
prior to maturity -- While the payment at maturity described above would be
based on the full principal amount of any notes sold by JPMorgan Chase & Co.,
the original issue price of the notes includes an agent's commission and the
cost of hedging its obligations under the notes through one or more of JPMorgan
Chase & Co.'s affiliates. As a result, the price, if any, at which JPMSI will
be willing to purchase notes from you in secondary market transactions, if at
all, will likely be lower than the original issue price, and any sale prior to
the maturity date could result in a substantial loss to you. The notes are not
designed to be short-term trading instruments. Accordingly, you should be able
and willing to hold any notes that JPMorgan Chase & Co. ultimately issues to
maturity.

                                                                              23


 
 

 
 



Important Risk Factors (cont.)

Potential conflicts -- JPMorgan Chase & Co. and its affiliates play a variety
of roles in connection with the issuance of the notes, including acting as the
calculation agent for the Core Commodity -IGAR -- the entity that calculates
Core Commodity -IGAR values, and acting as calculation agent for any notes
issued by JPMorgan Chase & Co., and hedging JPMorgan Chase & Co.'s obligations
under the notes. In performing these duties, the economic interests of the
calculation agent for Core Commodity -IGAR, the calculation agent for any notes
issued by JPMorgan Chase & Co., and other affiliates of JPMorgan Chase & Co.
are potentially adverse to your interests as an investor in the notes.

Many economic and market factors will affect the value of the notes -- In
addition to the Underlying closing value on any day, the value of the notes
described above will be affected by a number of economic and market factors
that may either offset or magnify each other, including:

 the volatility in the Underlying and its constituents;  the time to maturity
of such notes;  the market price of the physical commodities upon which the
futures contracts that compose the constituents are based;  interest and yield
rates in the market generally;

 economic, financial, political, regulatory, geographical, agricultural,
meteorological or judicial events that affect the commodities underlying the
constituents or markets generally and which may affect the value of the
commodity futures contracts, and thus the closing levels of the constituents;
and

 JPMorgan Chase & Co. 's creditworthiness, including actual or anticipated
downgrades in its credit ratings.

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IMPORTANT NOTICE RELATING TO COMPOSITE PERFORMANCE OF INDICES (REPLICATING THE
HYPOTHETICAL HISTORICAL PERFORMANCE OF THE CORE COMMODITY -IGAR AND THE S&P
GSCI(TM) EXCESS RETURN INDEX )

Any historical composite performance record included in this Presentation is
hypothetical and it should be noted that the constituents have not traded
together in the manner shown in the composite historical replication of the
Core Commodity -IGAR. Hypothetical performance results have many inherent
limitations, some of which are described below. No representation is being made
that the Core Commodity -IGAR will achieve a composite performance record
similar to that shown. In fact, there are frequently sharp differences between
a hypothetical historical composite performance record and the actual record of
the combination of those underlying elements subsequently achieved.

It should be noted that certain important assumptions have been used in
compiling the back-testing information included in this Presentation. In
considering the "historical" hypothetical performance of the Core Commodity
-IGAR, it has been assumed that rebalancing could occur instantaneously: in the
Core Commodity -IGAR going forward there is in fact a delay between the
rotational selection of weighting for the constituents and the implementation
of that weighting in the Core Commodity -IGAR basket.

Any "back-testing" information provided herein is illustrative only and derived
from proprietary models based on certain historic data (which may or may not
correspond with the historic data that someone else would use to back-test this
product) and assumptions and estimates (not all of which may be specified
herein, which are subject to change without notice and which may not accurately
reflect the characteristics of the product described herein) . Without limiting
the generality of the foregoing, JPMorgan has assumed historical monthly
observation points and data: reference to different observation points might
have produced different results over time.

In addition, the sub-components used in the back-testing do not necessarily
match over the full hypothetical historical period the historical composition
of the S&P GSCI(TM) EXCESS RETURN INDEX . Those constituents of the Core
Commodity -IGAR(that is, constituents of the S&P GSCI(TM) EXCESS RETURN INDEX )
which have not formed part of the S&P GSCI(TM) EXCESS RETURN INDEX throughout
the hypothetical historical period used for back-testing, have been ascribed an
excess return over cash of zero (0). More generally, the results obtained from
different models, assumptions, estimates and/or historic data may be materially
different from the results presented herein and such "back-testing" information
should not be considered indicative of the actual results that might be
obtained from an investment or participation in a financial instrument or
transaction referencing the product described herein.

                                                                              25

 
 

 
 


Important Risk Factors

This material is intended to inform you of products and services offered by
JPMorgan Private Bank. "JPMorgan Private Bank" is the marketing name for the
private banking business conducted by JPMorgan Chase & Co. and its subsidiaries
worldwide. JPMorgan Chase Bank, N.A. and J.P. Morgan Trust Company, N.A. are
members of the FDIC. J. P. Morgan Securities Inc. ("JPMSI") is a broker-dealer
and member of the NYSE, NASD (and other national and regional exchanges) and
SIPC. Brokerage services are offered through JPMSI and its brokerage
affiliates. The broker-dealers are not banks and are separate legal entities
from their bank affiliates. Investment management services are provided through
JPMorgan Chase Bank, N.A., J.P. Morgan Trust Company, N.A. and their
affiliates. JPMorgan Chase & Co. may operate various other broker-dealers or
investment advisory entities. In the U.S., private bankers are registered
representatives of JPMSI.

Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. JPMSI may act as market maker in financial
instruments or markets relevant to structured products. JPMSI may engage in
hedging or other operations in such markets relevant to its structured products
or options exposures. Neither structured products nor options are insured by
the Federal Deposit Insurance Corporation (FDIC), the Federal Reserve Board, or
any other governmental agency.

Results and risks are based solely on hypothetical examples cited; actual
results and risks will vary depending on the specific circumstances. Investors
are urged to consider carefully whether structured products or option products
in general, as well as the products discussed herein, are suitable to their
needs. "S&P GSCI(TM)" is a trademark of Standard and Poor's Corporation and has
been licensed for use by JPMorgan Chase Bank, N.A.. Derivative transactions
entered into with JPMorgan are not sponsored, endorsed, sold, or promoted by
Standard & Poor's Corporation and Standard & Poor's Corporation makes no
representation regarding the advisability of entering into any derivative
transactions indexed to the S&P GSCI(TM) . See also the risk discussions
included in this presentation.

Any of the broker-dealers may hold a position or act as market maker in the
financial instruments of any issuer discussed herein or act as an underwriter,
placement agent, advisor or lender to such issuer.

If reference is made to a product or service offered by the broker-dealers, the
obligations and the securities sold, offered or recommended are not deposits
and are not insured by the FDIC, the Federal Reserve Board, or any other
governmental agency. The broker-dealers are not banks and are separate legal
entities from their bank affiliates. The obligations of the broker-dealers are
not obligations of their bank or thrift affiliates (unless explicitly stated
otherwise), and these affiliates are not responsible for securities sold,
offered or recommended by the broker-dealer. The foregoing also applies to our
other non-bank, non-thrift affiliates. FDIC insurance and domestic deposit
preference are not applicable to deposits or other obligations of our bank
branches or banking affiliates outside the United States.

The views and strategies described herein may not be suitable for all
investors. This material is distributed with the understanding that we are not
rendering accounting, legal or tax advice. You should consult with your
independent advisors concerning such matters.

In discussion of options and other strategies, results and risks are based
solely on the hypothetical examples cited; actual results and risks will vary
depending on specific circumstances. Investors are urged to consider carefully
whether option or option-related products in general, as well as the products
or strategies discussed in this brochure are suitable to their needs. In actual
transactions, the client's counterparty for OTC derivatives applications is
JPMorgan Chase Bank, N.A., London branch. For a copy of the "Characteristics
and Risks of Standardized Options" booklet, please contact your private
banker.

We believe the information contained in this material to be reliable. The
opinions, estimates, and investment strategies and views expressed in this
document constitute the judgment of our investment strategists dedicated to
private clients, based on current market conditions and are subject to change
without notice. This material is not the product of JPMorgan's research
department. As such, it should not be regarded as research or a research
report. Opinions expressed herein may differ from the opinions expressed by
other areas of JPMorgan, including research. The investment strategies and
views stated here may differ from those expressed for other purposes or in
other contexts by other JPMorgan market strategists.

Past performance is not indicative of comparable future results. The
investments discussed may fluctuate in price or value. Investors may get back
less than they invested. Changes in rates of exchange may have an adverse
effect on the value of investments.

Notwithstanding anything to the contrary, each recipient of this presentation,
and each employee, representative or other agent of such recipient may disclose
to any and all persons, without limitation of any kind, the U.S. income and
franchise tax treatment and the U.S. income and franchise tax structure of the
transactions contemplated hereby and all materials of any kind (including
opinions or other tax analyses) that are provided to such recipient relating to
such tax treatment and tax structure insofar as such treatment and/or structure
relates to a U.S. income or franchise tax strategy provided to such recipient
by JPMorgan Chase & Co. and its subsidiaries.
Past performance is no guarantee of future results.
Additional information is available upon request.

[C] 2008 JPMorgan Chase & Co.

                                                                              26


 
 

 
 



Important Information

IRS Circular 230 Disclosure:

JPMorgan Chase & Co. and its affiliates do not provide tax advice. Accordingly,
any discussion of U.S. tax matters contained herein (including any attachments)
is not intended or written to be used, and cannot be used, in connection with
the promotion, marketing or recommendation by anyone unaffiliated with JPMorgan
Chase & Co. of any of the matters addressed herein or for the purpose of
avoiding U.S. tax-related penalties.

Securities (including mutual funds) are not bank deposits and are not FDIC
insured, nor are they obligations of or guaranteed by JPMorgan Chase Bank, N.A.
or its affiliates. Securities (including mutual funds) involve investment
risks, including the possible loss of the principal amount invested.

[C] 2008 JPMorgan Chase & Co.


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