SEC Filing | JPMorgan Chase & Co.

View:

Registration Statement No. 333-155535

Filed Pursuant to Rule 433

April 30, 2009

Access Agreement

J.P. Morgan is an award-winning global provider of innovative investment solutions. The firm offers
a broad range of investment options, including Exchange Traded Notes ("ETNs"). In April 2009, we
launched the JPMorgan Alerian MLP Index ETNs leveraging our trading expertise in MLPs to provide
investors convenient access to this emerging asset class.

o JPMorgan Alerian MLP Index ETNs

o Overview of Master Limited Partnerships

o The Alerian MLP Index

o Benefits of investing in the JPMorgan Alerian MLPIndex ETNs

o Main risks in the ETNs

o Downloads

JPMorgan Alerian MLP Index ETNs

JPMorgan Alerian MLP Index Exchange Traded Notes ("ETNs") provide investors a convenient way to gain
exposure to midstream energy MLPs. The ETNs pay a variable quarterly coupon linked to the cash
distributions paid on the MLPs in the index, less accrued tracking fees(1). The ETN coupons are
reported on Form 1099s and therefore eliminate the administrative burden associated with K-1 forms.
Investors can trade the ETNs on the NYSE, Arca exchange or receive a cash payment at the scheduled
maturity or upon early repurchase(2), based on the performance of the index. The ETNs are senior,
unsecured obligations of JPMorgan Chase & Co.

ETN Details

Ticker AMJ

Intraday Indicative Value Ticker AMJ.IV(3)

Index Alerian MLP Index (AMZ)

CUSIP 46625H365

Index Alerian MLP Index (AMZ)

CUSIP 46625H365

Tracking Fee 0.85% per annum

Maturity Date May 24, 2024

Coupons Quarterly, Variable(4)

Primary Exchange NYSE, Arca

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.

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.

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.

Overview of Master Limited Partnerships

Master Limited Partnerships ("MLPs") are limited partnerships that are publicly traded on a U.S.
securities exchange. The majority of MLPs currently operate in the energy infrastructure industry,
owning assets such as pipelines that transport crude oil, natural gas and other refined petroleum
products. MLPs typically generate fee-based revenues, which tend not to be directly tied to changes
in commodity prices.

Major benefits of investing in MLPs include a relatively low correlation to a wide range of asset
classes including equities and commodities as well as attractive historical yields compared to other
income-oriented investments.

The Alerian MLP Index

The Alerian MLP Index ("Index") is a market-cap weighted, float-adjusted index created to provide a
comprehensive benchmark for investors to track the performance of the energy MLP sector. The Index
components are selected by Alerian Capital Management, LLC ("Alerian"). Alerian is a registered
investment advisor that exclusively manages portfolios focused on midstream energy MLPs.

Benefits of investing in the JPMorgan Alerian MLPIndex ETNs

o Exposure to a portfolio of energy MLPs through a single investment.

o Quarterly coupons based on the cash distributions, if any, paid on the MLPs in the Index, less
fees.

o No K-1 forms will be received by investors as a result of their investment in the ETNs. The
coupons are reported as ordinary income on Form 1099.

o The ETNs trade on the NYSE, Arca.

Main risks in the ETNs

o The ETNs may result in a loss.

o The ETNs trade on the NYSE, Arca.

Main risks in the ETNs

o The ETNs may result in a loss.

o The ETNs are exposed to the credit risk of JPMorgan Chase & Co.

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

o 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.

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

o The Issuer's obligation to repurchase the ETNs is on a weekly basis, and is subject to
substantial minimum size restrictions.

o 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.

Downloads

o AMJ Factsheet

ETN Disclaimer: 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.

ETNs may be sold throughout the day on the exchange through any brokerage account. There are
restrictions on the minimum number of ETNs you may require us to repurchase directly as specified in
the relevant pricing supplement and product supplement. Commissions may apply and there are tax
consequences in the event of sale, early repurchase or maturity of ETNs. Sales in the secondary
market may result in significant losses. There are tax consequences in the event of sale, redemption
or maturity of the ETNs.

Buying and selling ETNs may result in brokerage commissions. If you wish to continue to purchase
ETNs, you must contact your broker.

Investments in financial instruments such as ETNs require investors to assess several
characteristics and risk factors that may not be present in other types of transactions. In reaching
a determination as to the appropriateness of any proposed transaction, clients should undertake a
thorough independent review of the legal, regulatory, credit, tax, accounting and economic
Investments in financial instruments such as ETNs require investors to assess several
characteristics and risk factors that may not be present in other types of transactions. In reaching
a determination as to the appropriateness of any proposed transaction, clients should undertake a
thorough independent review of the legal, regulatory, credit, tax, accounting and economic
consequences of such transaction in relation to their particular circumstances. We and/or our
affiliated companies may make a market or deal as principal in the securities mentioned in this
document or in options, futures, or other derivatives based thereon.

Neither the SEC nor any state securities commission has approved or disapproved of the ETNs or
passed upon the adequacy of any Offering Documents on the ETN Website. Any representation to the
contrary is a criminal offense.

IRS Circular 230 Disclosure: We and our 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 the Issuer of any of the matters address herein or for
the purpose of avoiding U.S. tax-related penalties. The tax consequences of ETNs are uncertain.

Investment suitability must be determined individually for each investor, and 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 with their own advisors as to these matters.

By accessing this website you hereby certify that you have read and that you agree to be bound by
the access agreement, including the embedded terms and conditions contained in the Access Agreement.

The ETN Website, Access Agreement

BY ACCESSING THE J.P. MORGAN WEBSITE FOR EXCHANGE TRADED NOTES ("ETNs"), YOU AGREE TO BE BOUND BY
THE ACESS AGREEMENT BELOW, INCLUDING THE EMBEDDED TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE
TERMS SPECIFIED IN THE ACCESS AGREEMENT BELOW, INCLUDING THE EMBEDDED TERMS AND CONDITIONS, DO NOT
ACCESS THIS WEBSITE OR ANY PAGES THEREOF.

Access Agreement Last Updated: April 29th, 2009

The J.P. Morgan Website for exchange traded notes (the "Website", or the "ETN Website") is located
at www.jpmorgan.com//etn, and constitutes a separate portion of the JPMorgan Chase & Co. website.
The distribution of material on this site may be restricted by the laws and regulations of the
country from which you are accessing this site. Where such restrictions exist, this information is
not intended for distribution to, or use by, any person or entity in any such jurisdiction. Persons
accessing these pages are required to inform themselves about and to observe any such restrictions,
and such investors will not be able to purchase the securities described. J.P. Morgan is the
marketing name for JPMorgan Chase & Co. and its subsidiaries (collectively, "J.P. Morgan")
worldwide.

WEBSITE --- Access to this Website is provided to you as a revocable privilege on the condition of
your agreement to the terms and conditions of access to the ETN Website set forth in this agreement,
including all terms and conditions that may be stated on the Terms and Conditions page of the ETN
Website, which is incorporated in this agreement by reference (this Access Agreement, together with
the Terms and Conditions, is referred to as the "Access Agreement"). This Access Agreement is
additional to, and does not supersede, any account or other agreements between you and J.P. Morgan.

Materials and information posted on the ETN Website may be printed for your use, provided that you
do not remove any copyright or other proprietary notices or legends. Materials and information
posted on the ETN Website may not be duplicated, copied, re-disseminated or re-distributed to any
other person or entity. You agree that the foregoing prohibitions shall survive the termination of
this Access Agreement.

The terms and conditions of the Access Agreement are subject to change. You agree that J.P. Morgan
may notify you of any amendments to this agreement by posting the amended terms of the Access
Agreement to the ETN Website. You are responsible for being familiar with the current version of
this Access Agreement posted on the Website during each session. You

The ETN Website, Access Agreement

Access Agreement Last Updated: April 29th, 2009

The J.P. Morgan ETN Website

Please READ

Terms and Conditions of Access

Date of Publication. Materials posted on the ETN Website are published as of their stated date or,
if no date is stated, the date of first posting. Neither J.P. Morgan nor any other party has
undertaken any duty to update any such information. If the date of publication displayed on the
Website is different from the date of the document, the date displayed as part of the document is
its official date.

Disclaimers. The information contained in this Website has been internally developed or taken from
trade and statistical services and other sources which we believe to be reliable, although J.P.
Morgan does not warrant its completeness or accuracy and it should not be relied upon as such. The
value of the securities or financial instruments mentioned herein (including the income derived
therefrom) may be adversely affected by changes in market prices and exchange rates, the imposition
of taxes and other factors. Prices, opinions and estimates reflect our judgment on the date of
original publication and are subject to change at any time without notice. Because of the
possibility of delays and human and/or mechanical error, as well as other factors, neither J.P.
Morgan nor any of its affiliates is or shall be responsible for any delays, errors, inaccuracies or
omissions in or on the Website. Information concerning past performance is not necessarily a guide
to future performance.

The securities contained on this Website are not available for sale in or to residents of any
jurisdiction in which an offer or sale is unlawful or in which it is necessary for the securities or
J.P. Morgan to be qualified.

Click Through. Any acknowledgment, agreement or other type of "click through" button on the Website
(for example, an "Accept" button) that you select to evidence agreement or an acknowledgement shall
have the same force and validity as a paper copy of an agreement that you manually signed and
delivered.

Suitability and Appropriateness. Securities or financial instruments mentioned in the Website may
not be suitable or appropriate for all investors or in all geographical areas. Your particular
needs, investment objectives and financial situation were not taken into account in the preparation
of this Website and the materials contained herein. You must make your own independent decisions
regarding any securities or financial instruments mentioned herein. You should consider whether the
purchase or sale of any product is appropriate for you in light of your particular investment needs,
objectives and financial circumstances. We urge you to consult your investment, legal, tax,
accounting and other advisors before you invest.

User Data, Cookies and Related Matters. J.P. Morgan or any member of the J.P. Morgan group of
companies and their affiliates and agents (including those in countries where data protection laws
might not exist) may process the personal data gathered on the ETN Website.

J.P. Morgan may capture, store, use, monitor, track and record information that you enter and the
results generated by applications that you use within the ETN Website for its legitimate business
purposes, including customer service and marketing activities. J.P. Morgan uses cookies and other
methods to accomplish this. Anyone using this Website expressly consents to such capture, storage,
use, monitoring, tracking and recording. J.P. Morgan owns all right, title and interest in the
aggregated data reflecting your interactions with the Website (including, but not limited to,
general usage data and transaction data) and may use, distribute, license and sell such data;
provided that J.P. Morgan does not disclose to others that you are the source of such data or the
details of individual transactions arising from use of the Website, subject to any regulatory or
legal requirements and except as otherwise permitted herein.

532173 v3 1

Publication. Some countries may provide rights in addition to those below or may not allow the
exclusion or limitation of implied warranties or liability for incidental or consequential damages.
Therefore, some of the below limitations may not apply to you or there may be provisions which
supersede the below.

Any term sheets, pricing supplements, fact sheets or other offering materials (each, an "Offering
Document") are provided solely for your convenience and generally describe the terms of the
transaction described therein. The Offering Documents are not intended for distribution to, or use
by, any person or entity in any jurisdiction or country where such distribution or use would be
contrary to local law.

You should not assume that the information contained or incorporated by reference in any Offering
Document is accurate as of any date other than the respective dates set forth therein or of the date
incorporated therein. Please be advised that no Offering Document has been updated since the date
set forth therein and that material events affecting the securities offered therein and/or the
issuer thereof may have occurred since such date. J.P. Morgan is under no obligation to supplement
or update any Offering Document and J.P. Morgan can provide no assurances that any Offering Document
is accurate or complete.

United States. The ETN Website is made available in the United States by JPMSI Member NYSE,
NASD/SIPC and by JPMFI - Member NFA. Trademark Notices. "J.P. Morgan," "JPMorgan Chase," "Chase,"
and the "Octagon Symbol" are registered trademarks of JPMorgan Chase & Co. Other featured words or
symbols used to identify the source of goods and services are the trademarks of JPMorgan Chase & Co.
or their respective owners.

Website Content and Materials. Not all products and services are available for all institutions or
in all geographic areas. Your eligibility for particular products and services is subject to final
J.P. Morgan determination and acceptance.

J.P. MORGAN OR ITS SUPPLIERS MAY DISCONTINUE OR MAKE CHANGES IN THE INFORMATION, PRODUCTS OR
SERVICES DESCRIBED HEREIN AT ANY TIME. J.P. MORGAN RESERVES THE RIGHT TO TERMINATE ANY OR ALL WEB
TRANSMISSIONS WITHOUT PRIOR NOTICE.

INFORMATION, PRODUCTS OR SERVICES DESCRIBED HEREIN AT ANY TIME. J.P. MORGAN RESERVES THE RIGHT TO
TERMINATE ANY OR ALL WEB TRANSMISSIONS WITHOUT PRIOR NOTICE.

Disclaimer of Advice. Except as otherwise expressly stated, the ETN Website does not purport to
provide any financial, investment, tax, accounting or legal advice. Unless J.P. Morgan has expressly
agreed in writing to act as advisor with respect to a particular transaction pursuant to terms and
conditions specifying the nature and scope of its advisory relationship, J.P. Morgan is acting in
the capacity of an arm's length contractual counterparty or agent to you in connection with any
transaction that J.P. Morgan enters into with you, not as a financial advisor or a fiduciary.

Other Risks. Transactions of the type described in the materials posted on this Website may involve
a high degree of risk, and the value of such instruments may be highly volatile. ETNs are our senior
unsecured obligations and are not secured debt. ETNs are riskier than ordinary unsecured debt
securities and have no principal protection. Risks of investing in ETNs include limited portfolio
diversification, trade price fluctuations, uncertain principal repayment and potential illiquidity.
Investing in ETNs is not equivalent to direct investment in an index or index components. The
Accrued Tracking Fees or Investor Fee will reduce the amount of your return at maturity or upon
early repurchase, and as a result you may receive less than the principal amount of your investment
at maturity or upon early repurchase of your ETNs even if the value of the relevant index has
increased. An investment in ETNs may not be suitable for all investors. This brief statement does
not disclose all the risks and other significant aspects in connection with transactions of the type
described herein. You should ensure that you fully understand the terms of the transaction,
including the relevant risk factors and any legal, tax and accounting considerations applicable

532173 v3 2

to them, prior to transacting. You should also carefully review the transaction specific risk
factors contained on the relevant product page on the ETN Website.

Links to Other Sites. Links to non-J.P. Morgan websites are provided solely as pointers to
information on topics that may be useful to you. J.P. Morgan has no control over the content on such
non-J.P. Morgan websites. If you choose to link to a website not controlled by J.P. Morgan, J.P.
Morgan has no liability and makes no warranties, either express or implied, concerning the content
of such site. Please review the terms and conditions that those third party web sites may contain.

Waiver of Sovereign Immunity. You, if you are (a) an agent acting on behalf of a governmental
entity, represent that you have the authority to bind the principal and on behalf of such principal,
or (b) a governmental entity using the Website directly, in each case hereby represent, that the
governmental entity has waived to the fullest extent permitted by applicable law, with respect to
itself and its revenues and assets (irrespective of their use or intended use), all immunity on the
grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any court, (iii)
relief by way of injunction, order for specific performance or for recovery of property, (iv)
attachment of its assets (whether before or after judgment) and (v) execution or enforcement of any
judgment to which it or its revenues or assets might otherwise be entitled in any suit, action or
proceedings relating to any transaction that may be effected on any part of the ETN Website in the
courts of any jurisdiction. You also represent that the governmental entity has irrevocably agreed,
to the extent permitted by applicable law, that it will not claim such immunity in any such suit,
action or proceeding.

Notice of Potential Disruption of Service. Access to the ETN Website may from time to time be
unavailable, delayed, limited or slowed due to things outside the control of J.P. Morgan. If access
to this Website is unavailable, delayed or limited, or if this Website does not operate quickly and
efficiently, you may be unable to retrieve information on a timely basis, transmit any messages to
J.P. Morgan, or conduct other matters. As a result, J.P. Morgan may not promptly receive or act upon
your messages. If your operations are dependent on such communications with J.P. Morgan, and such
communications are disrupted or delayed, you may suffer losses.

UNAUTHORIZED USE. UNAUTHORIZED USE OF J.P. MORGAN'S WEBSITES AND SYSTEMS

UNAUTHORIZED USE. UNAUTHORIZED USE OF J.P. MORGAN'S WEBSITES AND SYSTEMS OR THOSE OF ITS AFFILIATES
IS STRICTLY PROHIBITED.

WARRANTIES; LIMITATION OF LIABILITY; INDEMNITY. J.P. MORGAN MAKES NO WARRANTY WHATSOEVER, EXPRESS OR
IMPLIED, AS TO YOUR ABILITY TO ACCESS THE WEBSITE, OR ANY INFORMATION PROVIDED THROUGH THE WEBSITE.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE WEBSITE IS PROVIDED ON AN "AS IS" BASIS AT YOUR SOLE
RISK, AND J.P. MORGAN EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
NON-INFRINGEMENT OF INTELLECTUAL PROPERTY OR FITNESS FOR A PARTICULAR PURPOSE, INCLUDING, WITHOUT
LIMITATION, ANY WARRANTY REGARDING THE PERFORMANCE, USE OR RESULTS OF USING THE WEBSITE.

J.P. MORGAN, ITS DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS WILL HAVE NO LIABILITY, CONTINGENT OR
OTHERWISE, TO YOU OR TO THIRD PARTIES, FOR: (a) ANY DELAY OR DISRUPTION OF ACCESS, DIFFICULTY IN
USE, OR ERRONEOUS COMMUNICATIONS BETWEEN J.P. MORGAN AND YOU, REGARDLESS OF WHETHER THE CONNECTION
OR COMMUNICATION SERVICE IS PROVIDED BY J.P. MORGAN OR A THIRD PARTY SERVICE PROVIDER; (b) THE
CAPACITY, ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF
THE SERVICES; (c) THE EXISTENCE OF ANY COMPUTER VIRUSES OR MALICIOUS CODE; OR (d) ANY FAILURE OR
DELAY IN THE EXECUTION OF ANY TRANSACTIONS EFFECTED THROUGH THE STRUCTURED INVESTMENTS WEB SITE.
J.P. MORGAN WILL HAVE NO RESPONSIBILITY TO INFORM YOU OF ANY DIFFICULTIES EXPERIENCED BY J.P. MORGAN
OR THIRD PARTIES

532173 v3 3

WITH RESPECT TO USE OF THE WEBSITE OR TO TAKE ANY ACTION IN CONNECTION THEREWITH.

IN NO EVENT WILL J.P. MORGAN, ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT,
SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF
BUSINESS OR PROFITS OR GOODWILL, IN EACH CASE WHETHER ARISING FROM NEGLIGENCE, BREACH OF CONTRACT,
INDEMNITY, TORT OR OTHERWISE, EVEN IF J.P. MORGAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.

You agree to indemnify and hold harmless J.P. Morgan and its affiliates against any losses,
liabilities, claims, demands and costs including all direct, indirect, special, consequential,
incidental, punitive or exemplary damages (including attorneys fees) resulting from or arising out
of (a) any misuse by you of the Website and (b) any actions related to your use of the Website.

Governing Law. Your access to and use of the ETN Website, and the Terms and Conditions are governed
by the laws of the State of New York without reference to principles of conflicts of law.

With respect to any suit, action or proceeding relating to any of the above ("Legal Proceedings"),
you irrevocably: (a) submit to the exclusive jurisdiction of the courts of the State of New York and
the United States District Court located in the Borough of Manhattan in New York City; and (b) waive
any objection you may have at any time to the laying of venue of any Legal Proceedings brought in
any such court, any claim that such Legal Proceedings have been brought in an inconvenient forum,
and the right to object that such court does not have any jurisdiction over such Legal Proceedings.

YOU AGREE THAT A FINAL JUDGMENT IN ANY SUCH LEGAL PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED
IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

Certain sections or pages on the Website may contain separate terms and conditions or disclaimers,
which are in addition to these terms and conditions. In the event of a conflict, the additional
terms and conditions or disclaimers will govern for those sections or pages.

In the event any of the terms or provisions of this Terms and Conditions or of the Access Agreement
shall




CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
PROVIDED BY LAW.

Certain sections or pages on the Website may contain separate terms and conditions or disclaimers,
which are in addition to these terms and conditions. In the event of a conflict, the additional
terms and conditions or disclaimers will govern for those sections or pages.

In the event any of the terms or provisions of this Terms and Conditions or of the Access Agreement
shall be held to be unenforceable, the remaining terms and provisions shall be unimpaired and the
unenforceable term or provision shall be replaced by such enforceable term or provision as comes
closest to the intention underlying the unenforceable term or provision.

Copyright (c) 2009. JPMorgan Chase & Co. All rights reserved.


532173 v3                     4