FWP 1 dp13049_fwp-factsheet.htm FREE WRITING PROSPECTUS FACT SHEET
 
 




J.P. Morgan

                                                        Free Writing Prospectus
                                                     Filed Pursuant to Rule 433
                                                     Registration Statement No.
                                                       333-155535 April 2, 2009

The JPMorgan Alerian MLP Index Exchange Traded Notes

The JPMorgan Alerian MLP Index Exchange Traded Notes ("ETNs") are senior,
unsecured obligations of JPMor gan Chase & Co. (the "Issuer") that deliver
exposure to the portfol io of midstream energy Master Limited Partnerships
("MLPs") underlying the Alerian MLP Index. The ETNs pay a variable quarterly
coupon whose value is linked to the cash distributions, if any, paid on the
underlying MLPs, less the Accrued Tracking Fee(1). On a weekly basis, investors
may request that the Issuer repurchase(2) the ETNs before the maturity date. An
investment in the ETNs may result in a loss, and the quarterly coupons are
variable and may be zero.

What are MLPs?

MLPs are limited partnerships that are publicly traded on a U.S. securities
exchange. MLPs as an asset class originated in the 1980s as a result of laws
passed by Congress designed to encourage investment in energy and natural
resources. The majority of MLPs in existence today operate in the energy
infrastructure industry and engage in the transportation and storage of natural
resources such as refined petroleum products and natural gas.

Why invest in MLPs?

o    Relatively low correlation: MLPs have had relatively low correlation to a
     wide range of asset classes including equities and commodities.

o    Potential for attractive yields: The historical yields on MLPs have been
     attractive compared to other income- oriented investments.

Benefits of Investing in the ETNs

o    Exposure to energy MLPs: The ETNs, through a single investment, provide
     convenient access to the portfolio of energy MLPs in the AMZ Index.

o    Quarterly Coupons: The ETNs pay quarterly, variable coupons which are
     based on the cash distributions, if any, paid on the MLPs in the AMZ
     Index, less the Accrued Tracking Fee.

o    No K-1 forms: Investors will not receive K-1 forms as a result of their
     investment in the ETNs.

o    Exchange-traded: The ETNs trade on the NYSE Arca, Inc.

The Alerian MLP Index

The Alerian MLP Index ("Index" or "AMZ Index") was created to provide a
comprehensive benchmark for investors to track the performance of the energy
MLP sector. The Index components are selected by GKD Index Partners, LLC, an
affiliate of Alerian Capital Management, LLC ("Alerian").

Alerian is a registered investment advisor that manages portfolios focused on
midstream energy MLPs. The company focuses on fundamental analysis in this
emerging asset class.

 Source: Alerian

 Hypothetical, Historical Index Correlations

                                                S&P 500(R)       Barcap US       Dow Jones AIG
                       Alerian MLP    S&P 500(R) Utilities    Aggregate Bond       Commodity
                          Index        Index     Index          IndexSM           IndexSM
 -----------------------------------------------------------------------------------------------
 Alerian MLP Index       100.00%   58.34%        60.01%         14.23%             37.73%
 S&P 500(R) Index                 100.00%        71.64%         23.24%             37.43%
 S&P 500(R) Utilities                           100.00%         36.56%             43.36%
 Index
 Barcap US Aggregate                                            100.00%            2.50%
 Bond IndexSM
 Dow Jones AIG                                                                    100.00%
 Commodity IndexSM

 -----------------------------------------------------------------------------------------------

Sources: Bloomberg, JPMorgan. Calculated as of March 31, 2009. Based on monthly
returns over past 5 years. Historical performance of the Index is not
indicative of future performance of the Index or the ETNs.

Current Yield

[GRAPHIC]

Sources: Bloomberg, JPMorgan. Calculated as of March 31, 2009. For the equity
indices, current yield equals the sum of dividends paid for all index
components for the past 12 months divided by the current index level. The
yields shown above are for informational purposes only and are not indicative
of the coupon payments, if any, on the ETNs.

Index Total Returns and Standard Deviations

                                  3 Month Return % 1 Year Return % 3 Year Return % 5 Year Return % Standard Deviation %
                                                                     Annualized      Annualized       Annualized
 ----------------------------------------------------------------------------------------------------------------------
 Alerian MLP Index                       11.20%         -24.29%        -1.97%          3.79%            20.62%
 S&P 500(R) Index                       -11.01%         -38.09%        -13.06%         -4.76%           17.36%
 S&P 500(R) Utilities Index             -10.79%         -29.66%        -2.54%          4.79%            17.60%
 Barcap US Aggregate Bond IndexSM         0.12%           3.13%          5.78%          4.13%            3.96%
 Dow Jones AIG Commodity IndexSM         -6.31%         -44.99%        -9.84%          -3.25%           21.16%
 ----------------------------------------------------------------------------------------------------------------------

Sources: Bloomberg, JPMorgan. Calculated as of March 31, 2009. The returns and
standard deviations above are for informational purposes only. Historical
performance of the Index is not indicative of future performance of the Index
or the ETNs. There is no guarantee that the Index or the ETN will outperform
any alternative investment strategy. The standard deviation is based on monthly
returns over the past 5 years.

1. The "Accrued Tracking Fee" for a given coupon period, as more fully
described in the relevant pricing supplement, represents an amount equal to the
Tracking Fee of 0.85% per annum accrued for that coupon period multiplied by
the Current Indicative Value on the Index Business Day prior to the date of
determination, plus the aggregate amounts, if any, by which the previous
Accrued Tracking Fees have exceeded the cash distributions, if any, made by the
underlying MLPs. The Current Indicative Value, as more fully described in the
relevant pricing supplement, equals the principal amount of the ETNs multiplied
by a fraction the numerator of which is the VWAP Level of the Index as of the
date of determination and the denominator of which is the Initial VWAP Level of
the Index.

2. Investors may request on a weekly basis that the Issuer repurchase a minimum
of 50,000 notes prior to the maturity date, subject to the procedures described
in the relevant pricing supplement. Early repurchases will be subject to a
Repurchase Fee of 0.125%, as further described in the relevant pricing
supplement.


 

 
 




      Hypothetical, Historical Index Performance

[GRAPHIC]

Sources: Bloomberg, JPMorgan. As of March 31, 2009. Each of these indices was
calculated based on a level for such index set equal to 100% on December 29,
1995. The hypothetical, historical levels of the Index and other indices are
presented for informational purposes only. Historical performance of the Index
is not indicative of future performance of the Index or the ETNs. Fluctuations
in the Index may be more or less than that for the value of the ETNs. All
returns displayed above are calculated without deducting any applicable
transaction fees. There is no guarantee that the Index or the ETNs will
outperform any alternative investment strategy. Your payment at maturity or
upon early repurchase of the ETNs, as more fully described in the relevant
pricing supplement is based on the VWAP Level of the Alerian MLP Index and not
on its closing level. The VWAP Level of the Index is calculated using the
volume-weighted average price of the Index Components.


ETN Details
---------------------------------------------------------------
 Ticker                                                    AMJ
 Intraday Indicative Value of ETNs
 Ticker                                                 AMJ.IV(3)
 Index                                       Alerian MLP Index
 Index Ticker                                              AMZ
 CUSIP                                               46625H365
 Tracking Fee                                  0.85% per annum
 Repurchase Fee                                         0.125%
 Issuer                                   JPMorgan Chase & Co.
 Inception Date                                  April 1, 2009
 Maturity Date                                    May 24, 2024
 Coupons                                   Quarterly, Variable(4)
 Primary Exchange                                   NYSE, Arca
 --------------------------------------------------------------

3. The intraday indicative value of the ETNs (the "IIV") is meant to
approximate the intrinsic economic value of an ETN. The IIV calculation will be
provided for reference purposes only. It is not intended as a price or
quotation. The IIV will be based on the intraday indicative values of the
Index, and may not be equal to the payment at maturity or upon early
repurchase. Please see the relevant pricing supplement for details.

4. The coupon is calculated based on the cash distributions, if any, paid on
the underlying MLPs, less the Accrued Tracking Fee. The coupons are variable
and may be zero. Please see the relevant pricing supplement for details.


 Top 10 Index Components

Name                                Ticker      Weight
-----------------------------------------------------------
-----------------------------------------------------------
Kinder Morgan Energy Partners         KMP         13.60%
LP
Enterprise Products Partners LP       EPD         10.70%
Plains All American Pipeline LP       PAA         6.50%
Energy Transfer Partners LP           ETP         5.87%
Kinder Morgan Management LLC          KMR         4.87%
Energy Transfer Equity LP             ETE         4.02%
NuStar Energy LP                      NS          3.45%
ONEOK Partners LP                     OKS         3.43%
TEPPCO Partners LP                    TPP         3.38%
Magellan Midstream Partners LP        MMP         3.38%

Source: Alerian Capital Management, LLC As of March 20,  2009.

What are the main risks in the ETNs?

The ETNs are not principal protected and may result in a loss. The ETNs are
exposed to the credit risk of JPMorgan Chase & Co.

The ETNs may not have an active trading market and may not continue to be
listed on an exchange over their term.

The payment at maturity or upon early repurchase of the ETNs will be based on
the VWAP Level of the Index and not on the closing level of the Index. The VWAP
Level of the Index will most likely differ from the closing level of the Index
or the IIV.

The Accrued Tracking Fee reduces the potential coupons and/or the payment at
maturity or upon early repurchase. The coupon payments on the ETNs will be
variable and may be zero.

The Alerian MLP Index began publishing on June 1, 2006 and, therefore, has a
limited history. The Issuer's obligation to repurchase the ETNs is subject to
substantial minimum size restrictions. The tax consequences of the ETNs are
uncertain.

You will not know how much you will receive upon early repurchase at the time
that you elect we repurchase your ETNs.

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

SEC Legend: JPMorgan Chase & Co. has filed a registration statement (including
a prospectus) with the SEC for any offerings to which these materials relate.
Before you invest, you should read the prospectus in that registration
statement and the other documents relating to this offering that JPMorgan Chase
& Co. has filed with the SEC for more complete information about JPMorgan Chase
& Co. and this offering. You may get these documents without cost by visiting
EDGAR on the SEC Web site at www.sec.gov. Alternatively, JPMorgan Chase & Co.,
any agent or any dealer participating in this offering will arrange to send you
the prospectus and each prospectus supplement as well as any product
supplement, pricing supplement and term sheet if you so request by calling
toll-free 866-535-9248.

To the extent there are any inconsistencies between this free writing
prospectus and the relevant pricing supplement, the relevant pricing
supplement, including any hyperlinked information, shall supersede this free
writing prospectus.

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 address
herein or for the purpose of avoiding U.S. tax-related penalties.

Investment suitability must be determined individually for each investor. The
financial instruments described herein may not be suitable for all investors.
This information is not intended to provide and should not be relied upon as
providing accounting, legal, regulatory or tax advice. Investors should consult
their own advisors on these matters.