Marketing Consulting Contract

Exhibit 1.1

E XECUTION C OPY

MARKETING AGENT AGREEMENT

     MARKETING AGENT AGREEMENT (the “ Agreement ”) made as of May 19, 2008, by and between JPMorgan Chase & Co., a Delaware corporation (the “ Issuer ”), and First Trust Portfolios L.P., an Illinois limited partnership (the “ Marketing Agent ”).

W I T N E S S E T H :

     WHEREAS, the Issuer proposes to issue and sell from time to time exchange-traded notes utilizing the Trademarks (as defined below) and the other intellectual property licensed to the Issuer pursuant to the License Agreement (as defined below) (the “ Notes ”) pursuant to an Indenture dated as of May 25, 2001 (as supplemented by the First Supplemental Indenture dated as of April 9, 2008 (the “First Supplemental Indenture”) and as further supplemented and amended from time to time, the “ Indenture ”), between the Issuer and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as trustee (the “ Trustee ”);

     WHEREAS, the Issuer has filed with the U.S. Securities and Exchange Commission (the “ Commission ”) a registration statement on Form S-3 (Registration No. 333-130051) and amendments thereto, including as part thereof a prospectus, under the Securities Act of 1933, as amended (the “ Securities Act ”);

     WHEREAS, the Issuer wishes to retain the Marketing Agent to provide certain assistance with respect to the marketing of the Notes;

     NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the Issuer and the Marketing Agent hereby agree as follows:

SECTION 1
D EFINITIONS

     1.1 Definitions . As used in this Agreement, the following terms have the meanings set forth below:

     “ Affiliate ” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, such Person.

     “ Agents ” means J.P. Morgan Securities Inc., as agent under the Master Agency Agreement, and each other person that shall have become an Agent as provided in Section 3(c) of the Master Agency Agreement.

     “ Agreement ” has the meaning set forth in the preamble.

     “ Business Day ” means any day that is not a Saturday, Sunday or a day on which banking institutions in New York, New York are not required to be open.

     “ Commencement Date ” means the launch, as notified by the Issuer to the Marketing Agent, of each new series or sub-series of Notes having a new CUSIP number from previously launched Notes.

     “ Commission ” has the meaning set forth in the recitals.

     “ Confidential Information ” has the meaning set forth in Section 9.1(a).

     “ Control ” means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

     “ Exchange ” means the NYSE Arca, Inc. or American Stock Exchange, as the case may be.

     “ Exchange Act ” has the meaning set forth in Section 2.1(f).

     “ Free Writing Prospectus ” has the meaning set forth in Section 2.1(c).

     “ Governmental Entity ” means any supranational, national, state, local, foreign, political subdivision, court, administrative agency, commission or department or other governmental authority or instrumentality.

     “ Indenture ” has the meaning set forth in the recitals.

     “ Issuer ” has the meaning set forth in the preamble.

     “ Law ” means any law, statute, treaty, rule, directive, regulation or guideline or Order of any Governmental Entity.

     “ Licensed IP ” means the Trademarks and other intellectual property licensed to the Issuer pursuant to the License Agreement.

     “ License Agreement ” means the License Agreement dated as of the date hereof between the Issuer and the First Trust Advisors L.P.

     “ Marketing Agent ” has the meaning set forth in the preamble.

     “ Master Agency Agreement ” means the Master Agency Agreement dated December 1, 2005, between the Issuer and the Agents identified therein.

     “ Notes ” has the meaning set forth in the recitals.

     “ Person ” shall be construed broadly and shall include an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or another entity, including a Governmental Entity (or any department, agency or political subdivision thereof).

     “ Proceeding ” has the meaning set forth in Section 7.1.

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     “ Prospectus ” has the meaning set forth in Section 2.1(a).

     “ Registration Statement ” has the meaning set forth in Section 2.1(a).

     “ Representative ” means officers, directors, employees, agents, attorneys, accountants and financial advisors of a Person, as the case may be.

     “ Rules and Regulations ” has the meaning set forth in Section 2.1(b).

     “ Securities Act ” has the meaning set forth in the recitals.

     “ Term ” has the meaning set forth in Section 8.1.

     “ Time of Sale ” has the meaning set forth in Section 2.1(c).

     “ Time of Sale Information ” has the meaning set forth in Section 2.1(c).

     “ Trademarks ” means the “First Trust Marks”, as set forth in the Schedules to the License Agreement.

     “ Trust Indenture Act ” has the meaning set forth in Section 2.1(b).

     “ Trustee ” has the meaning set forth in the recitals.

     Section 1.2 Other Definitional Provisions . Unless the express context otherwise requires:

     (a) the words “hereof”, “herein”, and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement;

     (b) the terms defined in the singular have a comparable meaning when used in the plural, and vice versa;

     (c) the terms “Dollars” and “$” mean United States Dollars;

     (d) references herein to a specific Section, SubSection or Schedule shall refer, respectively, to Sections, Subsections or Schedules of this Agreement;

     (e) wherever the word “include,” “includes,” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation;” and

     (f) references herein to any gender includes each other gender.

SECTION 2

R EPRESENTATIONS A ND W ARRANTIES O F T HE I SSUER

     2.1 Representations and Warranties of the Issuer . The Issuer represents and warrants to the Marketing Agent as of the date hereof, as of each Commencement Date, as of each Time

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of Sale of any of the Notes and as of the time of delivery of any Notes and agrees with the Marketing Agent that:

     (a) A Registration Statement on Form S-3 (File No. 333-130051) relating to the Notes has been filed with the Commission under the Securities Act; such Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Securities and Exchange Commission (the “Commission”) under the Act not earlier than three years prior to the date hereof and has become effective and no order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Issuer or any offering under the Registration Statement has been initiated or threatened by the Commission. Such registration statement, as amended, including the documents incorporated therein by reference is hereinafter referred to as the “ Registration Statement ” and the prospectus included in the Registration Statement, as supplemented by a prospectus supplement and one or more product supplements and/or pricing supplements setting forth the terms of the Notes, including all material incorporated by reference therein, in the form in which such prospectus, prospectus supplement and product supplement(s) and/or final pricing supplement have most recently been filed, or transmitted for filing, with the Commission pursuant to paragraph (b) of Rule 424 of the rules and regulations adopted by the Commission thereunder, is hereinafter referred to as the “ Prospectus ”.

     (b) On the date it most recently became effective under the Securities Act, the Registration Statement conformed and the Prospectus conforms in all respects to the requirements of the Securities Act, the Trust Indenture Act of 1939, as amended (the “ Trust Indenture Act ”) and the rules and regulations adopted by the Commission under the Securities Act and the Trust Indenture Act (the “ Rules and Regulations ”) and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and on each Commencement Date and as of each Time of Sale, the Registration Statement and the Prospectus will conform in all respects to the requirements of the Securities Act, the Trust Indenture Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and at each of the times of amending or supplementing referred to in Section 5.1(d) hereof, the Registration Statement and the Prospectus as then amended or supplemented will conform in all respects to the requirements of the Securities Act, the Trust Indenture Act and the Rules and Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, except that no representation is made with respect to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to the Marketing Agent furnished to the Issuer in writing by the Marketing Agent expressly for use therein.

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circumstances under which they were made, not misleading; provided that the Issuer makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the Marketing Agent furnished to the Issuer in writing by the Marketing Agent expressly for use in such Time of Sale Information.

     “ Time of Sale ” shall mean any time at or prior to the confirmation of any sales of any Notes.

     “ Time of Sale Information ” shall mean the Prospectus most recently filed or transmitted for filing as of such Time of Sale, each product supplement or pricing supplement to such Prospectus that relates to the sale of Notes confirmed at such Time of Sale that has been filed or transmitted for filing as of such Time of Sale, each preliminary prospectus or Term Sheet, if any, that relates to the sale of Notes confirmed at such Time of Sale that has been filed or transmitted for filing as of such Time of Sale and each “ Free Writing Prospectus ” (as defined pursuant to Rule 405 under the Securities Act) that has been prepared by or on behalf of the Issuer relating to such Notes.

     (d) No stop order preventing or suspending the use of the Prospectus or any Free Writing Prospectus relating to the Notes has been issued by the Commission.

     (e) Other than a Free Writing Prospectus approved in advance by the Marketing Agent, the Issuer (including its agents and representatives) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act) that contains the Licensed IP and that constitutes an offer to sell or solicitation of an offer to buy the Notes. Any failure by the Marketing Agent to respond within (i) twenty-four (24) hours following receipt by the Marketing Agent of an amendment or supplement to a Free Writing Prospectus identified by the Issuer as intending to correct an untrue statement of a material fact in such Free Writing Prospectus or to correct an omission to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading shall be deemed to be approval of such Free Writing Prospectus, or (ii) four (4) business days following receipt by the Marketing Agent of any other Free Writing Prospectus shall be deemed to be disapproval of such Free Writing Prospectus or amendment or supplement, as the case may be, by the Marketing Agent. If the Marketing Agent or its counsel reasonably objects, in writing to the Issuer, to the use of such a Free Writing Prospectus or amendment or supplement thereto, the Issuer will not use or file with the Commission any such Free Writing Prospectus or amendment or supplement unless the Issuer removes any reference to the Trademarks. At each Time of Sale, each such Free Writing Prospectus included in the applicable Time of Sale Information will comply in all material respects with the Securities Act, will have been filed in accordance with the Securities Act (to the extent required thereby), will not conflict with the information contained in the Registration Statement or the Prospectus and, when taken together with the Prospectus filed prior to such Free Writing Prospectus, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Issuer makes no representation and warranty

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with respect to any statements or omissions made in each such Free Writing Prospectus in reliance upon and in conformity with information relating to the Marketing Agent furnished to the Issuer in writing by the Marketing Agent expressly for use in such Free Writing Prospectus.

          (f) The documents incorporated by reference in the Registration Statement, the Prospectus and the Time of Sale Information, when they were filed with the Commission, conformed in all material respects to the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), as applicable, and the rules and regulations of the Commission thereunder; and any further documents so filed and incorporated by reference in the Registration Statement, the Prospectus or the Time of Sale Information, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable.

          (g) The Indenture has been duly qualified under the Trust Indenture Act and has been duly authorized, executed and delivered by the Issuer and is a valid and legally binding agreement of the Issuer, enforceable against the Issuer in accordance with its terms except as the enforceability thereof (i) may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally, (ii) is subject to general principles of equity, regardless of whether such enforceability is considered at a proceeding in equity or at law and (iii) is subject to an implied covenant of good faith and fair dealing.

          (h) The forms of Notes have been duly authorized by the Issuer and when the terms of the Notes have been duly established in conformity with the provisions of the Indenture and, when the Notes have been executed and authenticated in accordance with the Indenture and delivered to and duly paid for by the purchasers thereof, the Notes will be entitled to the benefits of the Indenture and will be valid and legally binding obligations of the Issuer, enforceable against the Issuer in accordance with their respective terms except as the enforceability thereof (i) may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally, (ii) is subject to general principles of equity, regardless of whether such enforceability is considered at a proceeding in equity or at law and (iii) is subject to an implied covenant of good faith and fair dealing.

          (i) The Issuer is not an ineligible issuer and is a well-known seasoned issuer, in each case as defined under the Rules and Regulations, in connection with the offering of the Notes.

          (j) This Agreement has been duly authorized, executed and delivered by the Issuer.

     2.2 Certificates . Any certificate signed by any officer of the Issuer and delivered to the Marketing Agent or counsel for the Marketing Agent in connection with the offering of Notes shall be deemed to be a representation and warranty by the Issuer as to matters covered thereby, to the Marketing Agent.

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SECTION 3
M ARKETING A GENT

     3.1 Appointment . The Issuer hereby appoints the Marketing Agent as the non-exclusive Marketing Agent for the Notes on the terms and for the periods set forth in this Agreement, and, subject to the terms and conditions of this Agreement, the Marketing Agent hereby accepts such appointment and agrees to act in such capacity hereunder.

     3.2 Name of the Notes . For the term of this Agreement, the Issuer shall cause the name of the Notes to include one or more of the Trademarks.

     3.3 Marketing Agent Fee . For its services to the Issuer hereunder, the Marketing Agent shall be paid a fee in an amount and on the payment terms based upon the total principal amount of the Notes sold to investors ( i.e. , not in inventory of JP Morgan Securities Inc.) or as otherwise agreed in writing from time to time by the Issuer and the Marketing Agent in respect of each series of Notes.

     3.4 Expenses . Except as otherwise expressly provided in this Agreement or agreed to in writing by the parties, each party hereto shall bear its own fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby (including, without limitation, the legal, accounting and due diligence fees, costs and expenses incurred by such party).

SECTION 4
C ONDITIONS TO THE M ARKETING A GENT’S O BLIGATIONS

     4.1 The obligations of the Marketing Agent hereunder are subject to the conditions that:

     (a) all representations and warranties and other statements of the Issuer herein or delivered pursuant hereto, be true and correct in all material respects (i) at and as of the date made, (ii) on each Commencement Date, (iii) at each time the Registration Statement or the Prospectus is amended or supplemented, (iv) at each time the Issuer files any report, statement or other document pursuant to Section 13, 14 or 15(d) of the Exchange Act (excluding filings under Rule 12b-25), and (v) as of each Time of Sale of any of the Notes, in each case as though made at and as of such dates, and the Issuer agrees that all such representations, warranties and other statements are expressly made on and as of such dates (except, in all cases, that such representations, warranties and statements relating to the Registration Statement, Time of Sale Information and the Prospectus shall be deemed to relate to the Registration Statement, Time of Sale Information and the Prospectus as amended and supplemented to such date);

     (b) the Issuer shall have furnished to the Marketing Agent such further information, certificates and documents as they may reasonably request prior to the Commencement Date of the first issuance of Notes;

     (c) the Marketing Agent shall have received an opinion, dated the date of execution and delivery of this Agreement and addressed to the Marketing Agent, of

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Simpson Thacher & Bartlett LLP, counsel for the Issuer, or such other counsel as is acceptable to the Marketing Agent, containing legal opinions substantially in the form of Exhibit A hereto;

     (d) prior to the Commencement Date of each issuance of Notes, the Notes shall have been approved for listing on the applicable Exchange;

     (e) the Marketing Agent shall have received a letter, prior to the Commencement Date of the first issuance of Notes pursuant to this Agreement, and addressed to the Marketing Agent, of Simpson Thatcher & Bartlett LLP, counsel for the Issuer, or such other counsel as is acceptable to the Marketing Agent, containing the statements substantially in the form of Exhibit C hereto; and

     (f) the Issuer shall have performed all of its covenants, agreements and obligations hereunder theretofore to be performed in all material respects.

SECTION 5
C OVENANTS O F T HE I SSUER

     5.1 Certain Covenants of the Issuer . The Issuer covenants and agrees, so long as this Agreement or the License Agreement has not been terminated:

     (a) if the third anniversary of the initial effective date of the Registration Statement (within the meaning of Rule 415(a)(5) under the Act) shall occur at any time during the period when a prospectus is required by the Securities Act to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with any sale of Notes, the Issuer will file with the Commission, prior to such third anniversary, a new registration statement under the Securities Act relating to the Notes, which new registration statement shall comply with the requirements of the Securities Act (including, without limitation, Rule 415(a)(6) under the Securities Act) and shall be in a form satisfactory to the Marketing Agent; such new registration statement shall constitute an “automatic shelf registration statement” (as defined in Rule 405 under the Securities Act); provided , however , that if the Issuer is not then eligible to file an “automatic shelf registration statement” (as defined in Rule 405 under the Act), then such new registration statement need not constitute an “automatic shelf registration statement” (as defined in Rule 405 under the Act), but the Issuer shall use its best efforts to cause such new registration statement to become effective under the Securities Act as soon as practicable, but in any event within 180 days after such third anniversary and promptly notify the Marketing Agent of such effectiveness; the Issuer shall take all other action necessary or appropriate to permit the public offering and sale of the Notes to continue as contemplated in the expired Registration Statement related to the Notes; all references herein to the Registration Statement shall be deemed to include each such new registration statement, as the case may be;

     (b) the Issuer will make available to the Marketing Agent as many copies of the Prospectus (including product supplements and pricing supplements) and the Free Writing

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Prospectuses relating to the Notes as the Marketing Agent may request in order to conduct its marketing activities;

     (c) the Issuer will notify the Marketing Agent promptly and, if requested by the Marketing Agent, to confirm such advice in writing, of:

     (d) if at any time (unless the parties hereto have by mutual agreement suspended the offering of Notes) (i) an event shall occur as a result of which the Prospectus or Time of Sale Information shall include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) it shall be necessary to amend or supplement the Registration Statement, the Prospectus or Time of Sale Information to comply with the Securities Act, then the Issuer will promptly notify the Marketing Agent thereof and will prepare an amendment or supplement to the Registration

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Statement, the Prospectus or Time of Sale Information (including product supplement(s) and pricing supplement(s) to the Prospectus relating to the Notes) that will correct such untrue statement or omission or effect such compliance; prior to the filing of any proposed amendment or supplement to the Registration Statement or the Prospectus (other than any such amendment or supplement relating to (a) an offering of securities other than the Notes or (b) the documents incorporated by reference into the Registration Statement or Prospectus), the Issuer will provide the Marketing Agent and the Marketing Agent’s counsel copies of such proposed amendment or supplement for review and comment at least one business day prior to any proposed filing and to refrain from filing any such amendment or supplement to which the Marketing Agent or its counsel shall reasonably object in writing unless references to the Marketing Agent and the Trademarks are removed therefrom; subject to the foregoing, the Issuer will file such amendments or supplements with the Commission, when and as required, by the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder; and the Issuer will furnish to the Marketing Agent a copy of all such amendments or supplements (including all exhibits thereto);

     (e) prior to the use or filing of any Free Writing Prospectus, or amendment or supplement thereto, relating to the Notes, the Issuer will provide the Marketing Agent and the Marketing Agent’s counsel copies of such Free Writing Prospectus or amendment or supplement for review and comment at least (i) twenty-four (24) hours prior to such proposed use or filing in the case of an amendment or supplement to a Free Writing Prospectus identified by the Issuer as intending to correct an untrue statement of a material fact in such Free Writing Prospectus or to correct an omission to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (ii) four (4) business days prior to such proposed use or filing in the case of any other Free Writing Prospectus, and to refrain from using or filing any such Free Writing Prospectus or amendment or supplement to which the Marketing Agent or its counsel shall reasonably object in writing unless references to the Marketing Agent and the Trademarks are removed therefrom; subject to the foregoing, the Issuer will file such Free Writing Prospectus or amended or supplemented Free Writing Prospectus with the Commission, when and as required, by the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder and as may be necessary or desirable in connection with the marketing of the Notes; and the Issuer will furnish to the Marketing Agent a copy of all such Free Writing Prospectuses;

     (f) the Issuer will file promptly all reports and any definitive proxy or information statements required to be filed by the Issuer with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required in connection with the offering or sale of the Notes;

     (g) upon any termination of this Agreement, the Issuer will promptly remove any reference to the Marketing Age