Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-155535
Dated March 8, 2010
 



JPMorgan Alerian MLP Index ETNs (AMJ) Frequently Asked Questions About Tax
Treatment

The JPMorgan Alerian MLP Index Exchange Traded Notes ("ETNs") are senior,
unsecured obligations of JPMorgan Chase & Co. (the "Issuer") that provide
investors synthetic exposure to the Alerian MLP Index (the "Index"). The ETNs
pay variable quarterly coupons1 determined by reference to the cash
distributions paid on the MLPs in the Index, less accrued tracking fees.2
Investors can trade the ETNs on the NYSE Arca Inc. or receive a cash payment at
the scheduled maturity or upon early repurchase,3 based on the performance of
the Index.

You should review carefully the section entitled "Selected Purchase
Considerations - Tax Treatment" in the relevant pricing supplement, as well as
the section entitled "Certain U.S. Federal Income Tax Consequences" in the
accompanying product supplement. This document does not address all aspects of
the U.S. federal income taxation of the ETNs that may be relevant to you in
light of your particular circumstances or if you are a holder of ETNs who is
subject to special treatment under the U.S. federal income tax laws. You should
consult your tax adviser regarding the U.S. federal income tax consequences of
an investment in the ETNs.

What is the tax treatment of the ETNs?
As more fully described in the relevant pricing supplement and product
supplement, we believe it is reasonable to treat the ETNs as "open transactions"
for U.S. federal income tax purposes.

Will investors in the ETNs receive Schedule K-1s?
No. Investors in the ETNs will not receive a Schedule K-1 by virtue of their
investment in the ETNs.

What is the tax treatment of the coupons for U.S. holders?
As more fully described in the relevant pricing supplement and product
supplement, the Issuer and investors in the ETNs agree to treat the coupons as
ordinary income at the time accrued or received, in accordance with the
investor's method of accounting for U.S. federal income tax purposes. It is
expected that a broker or custodian (or entity through which an investor holds
his or her interest in the ETNs) will report the coupons paid on the ETNs as
ordinary income on Form 1099-MISC.

Why does the tax treatment of the coupons paid on the ETNs differ from the tax
treatment of the cash distributions made by MLPs? Investors in the ETNs do not
hold direct interests in the MLPs underlying the Index. Investors in the ETNs
hold senior, unsecured obligations of J.P. Morgan Chase & Co. that provide
synthetic exposure to the Alerian MLP Index.

What is the tax treatment upon sale, exchange or redemption of the ETNs for U.S.
holders?
As more fully described in the relevant pricing supplement and product
supplement, assuming the ETNs are treated for U.S. federal income tax purposes
as "open transactions" with respect to the Index and not as debt instruments,
upon a sale or exchange (including early repurchase or redemption at maturity)
of the ETNs, if you are a U.S. holder (as defined in the product supplement),
you should recognize gain or loss equal to the difference between the amount
realized on the sale or exchange and your tax basis in the ETNs, which should
equal the amount you paid to acquire the ETNs. This gain or loss should be
capital gain or loss, subject to the discussion of the "constructive ownership"
rules provided in the relevant pricing supplement and product supplement, and
should be long-term capital gain or loss if you have held the ETNs for more than
a year.

1.   The quarterly coupons, which are referred to as Coupon Amounts in the
     relevant pricing supplement, are determined by reference to the cash
     distributions, if any, paid on the MLPs underlying the Index, less an
     Accrued Tracking Fee as more fully described in the relevant pricing
     supplement and product supplement.

2.   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.

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 and product supplement.

 
 

 
 



What is the tax treatment of the ETNs for non-U.S. holders?
As more fully described in the relevant pricing supplement and product
supplement, we expect that the coupons paid to non-U.S. investors will be
withheld upon at a rate of 30%, subject to the possible reduction or elimination
of that rate under an applicable income tax treaty (unless that income is
effectively connected with the conduct of a trade or business in the United
States, in which case, in order to avoid withholding, you will likely be
required to provide a properly executed Form W-8ECI to your custodian). The
withholding is not effected by the Issuer but by your broker or custodian (or
entity through which you hold your interest in the ETNs), or the U.S. paying
agent if you hold your interest through a non-U.S. entity.

Any "effectively connected income" from your ETNs, including also any gain from
the sale or settlement of your ETNs that is or is treated as effectively
connected with your conduct of a United States trade or business, will be
subject to U.S. federal income tax, and will require you to file U.S. federal
income tax returns, in each case in the same manner as if you were a U.S.
person. In particular, if you own or are treated as owning more than 5% of the
ETNs, you could be treated as owning a "United States real property interest"
for U.S. tax purposes, in which case any gain from the sale or settlement of
your ETNs would be deemed to be "effectively connected income," with the
consequences described above.




THE TAX CONSEQUENCES TO YOU OF OWNING AND DISPOSING OF ETNs ARE UNCLEAR. YOU
SHOULD CONSULT YOUR TAX ADVISER REGARDING THE TAX CONSEQUENCES OF OWNING AND
DISPOSING OF ETNs, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, FOREIGN
AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN U.S. FEDERAL OR OTHER
TAX LAWS.

You should read the most recent pricing supplement related to these ETNs dated
February 19, 2010 before you make an investment. You may access this pricing
suplement on the SEC website at www.sec.gov as follows:
http://www.sec.gov/Archives/edgar/data/19617/000089109210000666/e37840_424b2.htm

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
800-576-3529.

Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No.
333-155535

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.

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 advisers on these matters.

                                 March 8, 2010