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Kizomba Connection U Group

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Jamal Matveyev
Jamal Matveyev

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If the MSCI Emerging Markets Final Share Price is greater than the MSCI Emerging Markets Initial Share Price, you will receive a cash payment that provides you with a return per $1,000 principal amount note equal to the MSCI Emerging Markets Return multiplied by 4, subject to a Maximum Total Return on the notes of 45.25%*. For example, if the MSCI Emerging Markets Return is more than 11.3125%, you will receive the Maximum Total Return on the notes of 45.25%*, which entitles you to a maximum payment at maturity of $1,452.50 for every $1,000 principal amount note that you hold. Accordingly, if the MSCI Emerging Markets Return is positive, your payment per $1,000 principal amount note will be calculated as follows, subject to the Maximum Total Return:




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Your investment will be fully exposed to any decline of the Index Fund at maturity. If the MSCI Emerging Markets Final Share Price declines from the MSCI Emerging Markets Initial Share Price, you will lose 1% of the principal amount of your notes for every 1% that the Index Fund declines below the MSCI Emerging Markets Initial Share Price. Accordingly, if the MSCI Emerging Markets Return is negative, your payment per $1,000 principal amount note will be calculated as follows:


1.0 on the pricing date and subject to adjustment under certain circumstances. See “Description of Notes — Payment at Maturity” and “General Terms of Notes — Anti-Dilution Adjustments” in the accompanying product supplement no. 39-VIII for further information about these adjustments.


Investing in the Return Enhanced Notes involves a number of risks. See“Risk Factors” beginning on page PS-13 of the accompanying product supplementno. 39-VIII and “Selected Risk Considerations” beginning on page TS-1 of this termsheet.


JPMorgan Chase & Co. has filed a registration statement (including aprospectus) with the Securities and Exchange Commission, or SEC, for theoffering to which this term sheet relates. Before you invest, you should readthe prospectus in that registration statement and the other documents relatingto this offering that JPMorgan Chase & Co. has filed with the SEC for morecomplete information about JPMorgan Chase & Co. and this offering. You mayget these documents without cost by visiting EDGAR on the SEC website at www.sec.gov.Alternatively, JPMorgan Chase & Co., any agent or any dealer participatingin this offering will arrange to send you the prospectus, each prospectus supplement,product supplement no. 39-VIII and this term sheet if you so request by callingtoll-free 866-535-9248.


You may revoke your offer to purchase the notes at any time prior to thetime at which we accept such offer by notifying the applicable agent. Wereserve the right to change the terms of, or reject any offer to purchase thenotes prior to their issuance. In the event of any changes to the terms of thenotes, we will notify you and you will be asked to accept such changes inconnection with your purchase. You may also choose to reject such changes inwhich case we may reject your offer to purchase.


Neitherthe Securities and Exchange Commission nor any state securities commission hasapproved or disapproved of the notes or passed upon the accuracy or theadequacy of this term sheet or the accompanying prospectus supplements andprospectus. Any representation to the contrary is a criminal offense.


If the notes priced today,J.P. Morgan Securities Inc., which we refer to as JPMSI, acting as agent for JPMorganChase & Co., would receive a commission of approximately $28.50 per $1,000principal amount note and would use a portion of that commission to pay sellingconcessions to other dealers of approximately $15.00 per $1,000 principalamount note. Theactual commission received by JPMSI may be more or less than $28.50 and willdepend on market conditions on the pricing date. In no event will thecommission received by JPMSI, which includes concessions to be allowed to otherdealers, exceed $35.00 per $1,000 principal amount note. See “Underwriting” beginning on pagePS-77 of the accompanying product supplement no. 39-VIII.


For a different portion of the notes to besold in this offering, a non-affiliated bank will receive a fee and anaffiliate of ours will receive a structuring and development fee. If the notespriced today, the aggregate amount of these fees would be expected to beapproximately $28.50 per $1,000 principal amount note. The actual amount ofthese fees may be more or less than $28.50 per $1,000 principal amount note andwill depend on market conditions on the pricing date. In no event will thetotal amount of these fees exceed $35.00per $1,000 principal amount note.


You should read this term sheettogether with the prospectus dated December 1, 2005, as supplemented by the prospectussupplement dated October 12, 2006 relating to ourSeries E medium-term notes of which these notes are a part, and the moredetailed information contained in product supplement no. 39-VIII dated December 14, 2007. This term sheet, together withthe documents listed below, contains the terms of the notes and supersedes all otherprior or contemporaneous oral statements as well as any other written materialsincluding preliminary or indicative pricing terms, correspondence, trade ideas,structures for implementation, sample structures, fact sheets, brochures orother educational materials of ours. You should carefully consider, amongother things, the matters set forth in “Risk Factors” in the accompanyingproduct supplement no. 39-VIII, as the notes involve risks not associated withconventional debt securities. We urge you to consult your investment, legal,tax, accounting and other advisers before you invest in the notes.


An investment in the notes involvessignificant risks. Investing in the notes is not equivalent to investingdirectly in the Index Fund or any of the equity securities held by the IndexFund. These risks are explained in more detail in the “Risk Factors” sectionof the accompanying product supplement no. 39-VIII dated December 14, 2007.


The following table illustrates the hypothetical total return at maturityon the notes. The “total return” as used in this term sheet is the number,expressed as a percentage, that results from comparing the payment at maturityper $1,000 principal amount note to $1,000. The hypothetical total returns setforth below assume an MSCI Emerging Markets Initial Share Price of $133.00 anda Maximum Total Return on the notes of 45.25%. The hypothetical total returnsset forth below are for illustrative purposes only and may not be the actualtotal returns applicable to a purchaser of the notes. The numbers appearing inthe following table and examples have been rounded for ease of analysis.


Example 1: The closing price of one share of the Index Fundincreases from the MSCI Emerging Markets Initial Share Price of $133.00 to an MSCIEmerging Markets Final Share Price of $139.65. Because the MSCI Emerging Markets FinalShare Price of $139.65 is greater than the MSCI Emerging Markets Initial SharePrice of $133.00 and the MSCI Emerging Markets Return of 5% multiplied by 4does not exceed the hypothetical Maximum Total Return of 45.25%, the investorreceives a payment at maturity of $1,200 per $1,000 principal amount note,calculated as follows:


Example 2: The closing price of oneshare of the Index Fund increases from the MSCI Emerging Markets Initial SharePrice of $133.00 to an MSCI Emerging Markets Final Share Price of $159.60. Because the MSCI Emerging Markets FinalShare Price of $159.60 is greater than the MSCI Emerging Markets Initial SharePrice of $133.00 and the MSCI Emerging Markets Return of 20% multiplied by 4exceeds the hypothetical Maximum Total Return of 45.25%, the investor receivesa payment at maturity of $1,452.50 per $1,000 principal amount note, themaximum payment on the notes.


Example 3: The closing price of oneshare of the Index Fund decreases from the MSCI Emerging Markets Initial SharePrice of $133.00 to an MSCI Emerging Markets Final Share Price of $106.40. Because the MSCI Emerging MarketsFinal Share Price of $106.40 is less than the MSCI Emerging Markets InitialShare Price of $133.00, the MSCI Emerging Markets Return is negative and theinvestor receives a payment at maturity of $800 per $1,000 principal amountnote, calculated as follows:


Thefollowing graph sets forth the historical performance of the iShares MSCI Emerging MarketsIndex Fund based on theweekly closing price of one share of the Index Fund from April 11, 2003 throughJanuary 18, 2008. The closing price of one share of the Index Fund on January 23, 2008 was $132.84. We obtained the Index Fund closing prices below from BloombergFinancial Markets. We make no representation or warranty as to the accuracy orcompleteness of the information obtained from Bloomberg Financial Markets.


Thehistorical prices set forth in the graph below have been adjusted for a 3-for-1stock split that was paid on June 8, 2005. Thehistorical closing prices per share of the Index Fund should not be taken as anindication of future performance, and no assurance can be given as to theclosing price of the Index Fund on the Observation Date. We cannot give youassurance that the performance of the Index Fund will result in the return ofany of your initial investment.


Pursuant to Rule 457(p) under the Securities Act of 1933, unused filing fees of $413,779.69 have already been paid with respect to unsold securities that were previously registered pursuant to a Registration Statement on Form S-3 (No. 333-117770 ) filed by JPMorgan Chase & Co. on July 30, 2004, and have been carried forward, of which $105.92 offset against the registration fee due for this offering and of which $413,673.77 remains available for future registration fees. No additional registration fee has been paid with respect to this offering.


Interest on the notes will be payable monthly in arrears on the 23rd calendar day of each month, except for the final interest payment, which will be payable on the Maturity Date (each such date, an “Interest Payment Date”), commencing December 23, 2007, to and including the Interest Payment Date corresponding to the Maturity Date. See “Selected Purchase Considerations — Monthly Interest Payments” in this pricing supplement for more information. 041b061a72


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