mwdbe emerging manager private equity program - … 12- 5e jp morgan... · mwdbe emerging manager...

STRICTLY PRIVATE/CONFIDENTIAL

MWDBE Emerging Manager Private Equity Program

June 13, 2013

FOR QUALIFIED INVESTORS ONLY. This information has been prepared for investors who qualify to invest in the types of investments described herein. Generally they would include investors who are "Qualified Purchasers" as defined in the Investment Company Act of 1940, as amended and "Accredited Investors" as defined in the Securities Act of 1933, as amended. This information may not be reproduced or used as sales literature with members of the general public.

Exhibit 12


J.P. Morgan attendees

1

Larry Unrein, Head of Private Equity Group

Laureen Costa, Portfolio Manager

Ashmi Mehrotra, Portfolio Manager

Bertram Cooke, Portfolio Manager

Melissa Brown Anezinis, Client Advisor

PRIVATE/CONFIDENTIAL

Exhibit 12


Agenda

2

Executive summary

Organization, governance and team

Investment platform

Investment process and implementation

Conclusion

Exhibit 12


Executive summary

3

Exhibit 12


We are committed to partnering with SURS to build a best in class MWDBE emerging manager private equity portfolio

Collaborative partnership that establishes an important and visible program for SURS

We are experienced in implementing emerging manager portfolios similar to SURS’ mandate guidelines

Emerging and diverse managers have been an important component of our investment strategy since inception in 1980

– we manage $1.1 billion in emerging and diverse manager investments on behalf of 8 institutional clients

– proactive deal sourcing has cultivated strong relationships with universe of MWDBE private equity firms

– attractive long term track record in emerging managers

One of the largest private equity managers with 56 experienced professionals

– stable team with virtually no turnover

– strong commitment to diversity whereby 63% of our team are women/minorities

– we employ a team approach; an average of 5 portfolio managers perform due diligence on every emerging and diverse manager investment

Strong alignment of interest

– personal co-investment of 1.25%1 in every investment

– broad distribution of carried interest amongst team members

4

1Allocation percentage is reviewed each calendar year; it has been at or above 1% for the past 6 years is expected to remain at or above that level.

Exhibit 12


J.P. Morgan is focused on making a positive impact in the marketplace

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PEG has a strong commitment to diversity whereby 63% of our team are women/minorities

J.P. Morgan has been a signatory to PRI Guidelines since PRI’s inception in 2006

Recent J.P. Morgan external diversity recognition includes: – No. 1 employer on Vault Banking 50, No. 1 for overall diversity, No. 1 for women, No. 1 for minorities, No. 1 for

individuals with disabilities by Vault.com. 2013

– Top Companies for Executive Women by the National Association of Female Executives (NAFE). 2013

– Best Companies for Diversity by HispanicBusiness magazine. 2012 and every year since inception in 2006

– 40 Best Companies for Diversity by Black Enterprise magazine. 2012

– Best Companies for Multicultural Women by Working Mother magazine. 2012 and previous seven years

– Working Mother 100 Best Companies by Working Mother magazine. 2012

– Top Corporate Employee Resource Group for Latinos by the U.S Hispanic Chamber of Commerce – JPMC Adelante Business Resource Group. 2012

– 100% rating on the Corporate Equality Index, measuring workplace practices and policies for lesbian, gay, bisexual and transgender employees by the Human Rights Campaign, 2013. Perfect score for 11 consecutive years since index inception

STRICTLY

Exhibit 12


Organization, governance and team

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Exhibit 12


Our Private Equity Group is one of the most experienced teams dedicated to building high quality private equity portfolios on behalf of our clients

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1Includes tenure at both PEG and AT&T Investment Management Corporation (“ATTIMCO”). 2Beijing Equity Investment Development Management Co., Ltd., a joint venture in China through the PEG’s affiliate JPMorgan Asset Management Private Equity (China) LLC, is located in Beijing. 3As of 12/31/2012 includes private equity commingled vehicles, managed accounts and trusts within J.P. Morgan Asset Management ("JPMAM"); includes unfunded commitments awarded subsequent to 12/31/2012 4Allocation percentage is reviewed each calendar year; it has been at or above 1% for the past 6 years is expected to remain at or above that level.

PEG average tenure1

– 24 years: 10 founding members – 17 years: 17 senior portfolio managers – 11 years: portfolio management team

Combined private equity experience of over 800 years

Located in New York, London, Hong Kong, Beijing2, and New Delhi

Supported by dedicated resources and leveraging the extensive expertise of the broader firm

$24.6 billion in assets under management3

Investing in the US private equity markets since 1980 and globally since 1983

More than 6,000 private equity offerings in our database and active data capture of 880+ partnerships

Meaningful and long-standing investor with top tier private equity firms

Opportunistic approach seeking the highest conviction investments

Consistent out-performance over multiple cycles

Dedicated distribution management team to ensure efficient cash returns to investors

Transparent reporting and comprehensive servicing platform

Team professionals personally invest 1.25% along side all investments4

Proven strategy and process developed and refined over the past 33 years

Experienced, cohesive team of investment professionals

Significant private equity knowledge and insight

Proven results and alignment with

our investors

Exhibit 12


Back row: Michael MacDonald, Eric Chan, Julian Bostic, Anthony Roscigno, Robert Kiss Fourth row: Evrard Fraise, Brendan Cameron, Eduard Beit, John Sweeney, Tyler Jayroe, Roger Baumann Third row: Zachary Rocklin, Robert Cousin, Thomas Judge, Kashif Sweet, Julian Shles, Lawrence Unrein, Kimberley Clark, Franco Muto, Stephen Catherwood, Gavin Berelowitz, Boris Bong, Brian McCann, Katherine Rosa, Fredric Arvinius Second row: Charles Willis, David Taplitz, Louvenia Southerland, Mingzhu Tang, Sandra Zablocki, Laureen Costa, Courtney Mee, Mindy Gabler, Naoko Akasaka, Amanda Wilson, Dana Haimoff, Jinghan Hao, Stephanie Evans, Jaclyn Pizzo, Avneet Kochar, Thomas McComb, Carol Chen Front row: Bertram Cooke, Mayra Chami, Carina Chai, Dimiter Mace, Cindy Kendrot, Ashmi Mehrotra, Beverly Dewar, Jarrod Fong, Meena Gandhi, Robertus Prajogi, Irene Koh Not pictured: Larissa Soo, Nazma Ali, Evelyn Flores, Laura Riccardelli, Angela Coelho

Our global team is built on experience and continuity

There can be no assurance that the professionals currently employed will continue to be employed by JPMAM or that the past performance or success of any such professional serves as an indicator of such professional’s future performance

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Exhibit 12


Corporate organizations Endowments/Foundations/Charitable organizations Public organizations Ameren Master Retirement Trust* Abilene Christian University British Coal Staff Superannuation Scheme American Electric Power Services Corp Alcoa Foundation City of Omaha Employees’ Retirement System American Express Appalachian Mountain Fund Civilian Employees’ Retirement System of the Police Dept. of Kansas City AT&T Corporation Canadian Medical Protective Association Commonwealth of Pennsylvania State Employees Retirement BAE Systems (British Aerospace) Candore Corporation Denver Public Employees’ Retirement System BASF Dalhousie University Fairfax County Uniformed Retirement System BP Pension (UK Pension Scheme) Dillard University Los Angeles County Employees Retirement Association Bridgestone Corporation Ewing Marion Kauffman Foundation* New Jersey Division of Investment Cable & Wireless Geisinger Health System New York City Employees’ Retirement System Chrysler LLC Georgetown University New York City Fire Department Pension Fund, Subchapter 2 Constellation Energy Group Harry F. Guggenheim Foundation New York City Police Pension Fund, Subchapter 2 Cummins Engine Inc. Heinz Endowments New York State Common Retirement Fund Dominion Resources Kresge Foundation* New York State Teachers’ Retirement System Ecolab Indian Community School of Milwaukee Police Retirement System of Kansas City Exelon Corporation New York Law School School Employees Retirement System of Ohio FedEx North Carolina State University State of Connecticut Retirement Plans & Trust Fund Freeport-McMoRan Copper & Gold Inc. Northwestern Memorial Hospital* Teachers’ Retirement System of the City of New York Future Value Rensselaer Polytechnic Institute* Goodyear Tire & Rubber Company Shands Teaching Hospital and Clinics Socially responsible/Affiliated organizations Hormel St John’s University Catholic Healthcare West Hydro One Inc. Teacher’s College, Columbia University Roman Catholic Diocese of Rockville Centre ITT Industries Thomas Jefferson University Endowment St Francis Hospital Foundation Lincoln Electric Thomas Jefferson University Foundation The United Methodist Church Lockheed Martin Corporation Toshiba America Foundation World Wildlife Foundation Macy’s Inc. University of Arizona Mosaic Company University of Chicago* Insurance organizations National Grid UK Pension Scheme University of Dayton American Family Mutual Insurance Company Pfizer University of Florida Foundation AEGON USA, Inc. Pillsbury University of Pennsylvania Auto Owners Insurance Retirement Plan of J.P. Morgan Chase Bank University of Wisconsin Mitsui Sumitomo Insurance Rockwell Automation Unnamed Family Foundation* Unum Royal Bank of Scotland Group US-Japan Foundation Schneider Electric Washington University Shiseido The Westminster Schools SEI The World Bank Sony Terasen Gas Timken Company Toshiba America Xcel Energy Inc.

Representative client list

Bold represents Emerging Manager client. *Distribution Management client. The Private Equity Group’s client base also includes several Family Offices. The list above is shown for illustrative purposes only. The clients on the above list have been chosen as a representation of the type of clients that invest with the manager. Their inclusion on the list is in no way an endorsement of the advisory services offered by the manager.

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Broad range of high quality investors

Exhibit 12


Investment platform

10

Exhibit 12


We have a long history of identifying and investing in high quality private equity opportunities across all types, sectors and geographies

Time frames include tenure at both PEG and ATTIMCO. The manager seeks to achieve the stated objectives. There can be no guarantee those objectives will be met.

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Corporate Finance■ Investing since 1980

■ Includes buyouts, growth capital, build-ups & special situations

■ Small to mid-market focus, larger market opportunistically

■ Focus on proven teams with sector/strategy focus for execution advantage Investment Types:

Venture Capital■ Investing since 1980

■ Early stage/start-up focus in areas of innovation including communications, life sciences, IT, media, materials and cleantech

■ Focus on GPs with domain expertise and strong entrepreneurial networks

Emerging Managers Investing since 1980

Successfully identify and develop the next “top tier” private equity firms and professionals

Active sourcing through relationships and sponsorship/ participation in the market

Focus on diverse managers

Private Equity Distribution Management (PEDM) Instrumental in final stage of

private equity cycle

Aims to maximize cash-on-cash returns on the sale of distributed securities and minimize administrative burdens

Dedicated resources and leverages firm expertise

Corporate Finance

Venture Capital

EmergingManagers

PEDM

Investment Sectors:

Investment Geographies: Actively source, review and invest in opportunities globally

Partnership (since 1980)Secondary (since 1985)Direct (since 1988)

Exhibit 12


As of December 31, 2012

Our Group has provided meaningful results to our investors over many different economic cycles and stages of private equity investment

*Public benchmark returns calculated with actual timing and dollar amounts of PEG portfolio cash flows in and out of the S&P 500 index. **Thomson ONE (Venture Economics), All Private Equity, All Regions as of 12/31/2012 1 Venture Economics, All Private Equity, All Regions as of 12/31/2012 2 Preliminary performance. Includes partnership, secondary and direct investments for commingled funds, separate accounts, and employee vehicle. Net of underlying fees and expenses, gross of Advisor fees; if Advisor fees were included, returns would be lower. Past performance is no guarantee of future results. Historical Performance These performance results for the period 1985 through 1997 were achieved by the Private Equity Group while employed at AT&T Investment Management Corporation (ATTIMCO). Investments were made on behalf of plan participants in defined benefit pension plans managed by ATTIMCO. No representation is being made that past performance results are attributable to J.P. Morgan or that the Private Equity Group at J.P. Morgan will obtain similar returns in the future. In particular, going forward a management fee and incentive fee will be payable to J.P. Morgan that will reduce performance. Performance shown is for the entire portion of the pension plans managed by ATTIMCO and is net of all fees and expenses at the underlying investment level. No portfolio management fee was directly charged to the ATTIMCO private equity portfolio. From 1988 through 1995, Mr. Lawrence Unrein was a member of ATTIMCO’s investment committee, responsible for investment objective and strategy. In 1995, Mr. Unrein became the head of the Private Equity Group and was solely responsible for strategy and supervision of investments. In November 1997, Mr. Unrein and substantially all the Private Equity Group joined J.P. Morgan. The Private Equity Group continues to manage, under J.P. Morgan’s employ, much of ATTIMCO’s private equity portion of the pension plans.

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1st Quartile 2nd Quartile 3rd Quartile 4th Quartile

Number of Vintage Years 18 7 0 0

Performance relative to peer universe1 over the past 25 years:

Recent vintage year performance relative to public equity benchmarks2:

Assessing the downside risk : Each and every vintage year over the last 25 years has produced a positive return

2008 2009 2010 2011 2012 Total (2008-2012)

JPM PEG Total IRR 20.8% 28.4% 30.7% 10.5% 31.1% 20.8%

JPM PEG Partnership IRR 17.5% 12.7% 12.6% 4.2% -1.5% 15.3%

JPM PEG Secondary IRR -19.0% 34.1% 31.8% 35.0% 141.4% 33.7%

JPM PEG Direct IRR 41.3% N/A 58.7% 6.6% 30.8% 18.9%

S&P 500 IRR* 10.9% 14.9% 12.1% 10.0% 19.3% 11.4%

Spread: PEG vs. S&P 500 (bps) 990 1350 1860 50 1180 940 Quartile: PEG vs. private equity peers** 1st 1st 1st 2nd 1st 1st

Exhibit 12


Investment process and implementation

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Exhibit 12



Currently manage $1.1 billion in emerging manager investments on behalf of 8 institutional clients

Successfully identify and develop the next “top tier” firms and professionals, including firms owned and managed by MWDBE professionals

Proactive deal sourcing and in-depth due diligence process

We look to invest with emerging managers with the following characteristics:– experienced in investing and allocating capital

– targeted strategies that can be successful

– fund size and structure that supports the organization and strategy

– focused on creating equity value

It is imperative to build and foster these relationships over time (even if we choose not to invest), a characteristic that distinguishes our approach

Our emerging manager investment philosophy

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Exhibit 12


We generate a strong pipeline of investment opportunities through active support of the emerging manager community, including serving on boards, participating on planning committees and sponsorship of targeted events

We actively support the MWDBE emerging manager community

Event/Organization Board/Cmte Sponsor Panelist Participant Association of Asian American Investment Managers Capital Creation Capital Roundtable Council of Urban Professionals J.P. Morgan Emerging Manager Conference MAVA Capital Connection NAIC / Marathon Club National Association of Securities Professionals (NASP) National Venture Capital Association (NVCA) New America Alliance Opal Financial Group’s Emerging Managers Summit Pension Bridge The Consortium (Plan Sponsor and Minority Manager) Private Equity Analyst Conference Robert A. Toigo Foundation SPS Conference Women’s Private Equity Summit World Research Group Performance Focused Emerging Manager

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Exhibit 12


Representative list

We have and will continue to cultivate strong relationships with the universe of >51% MWDBE private equity firms

44 offerings reviewed

13 investments

PEG deal log: Firms with > 51%

MWDBE ownership

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Qualifying historical opportunities as of April 30, 2013These are examples of the types of investments that may be considered by the PEG and are included solely for illustrative purposes. There can be no assurance as to the type or number of investment opportunities that will be made available to the PEG and, even if available, that such investment opportunities would be selected by the PEG. Past performance is no guarantee of future results.

21st Century Group Advent Morro Altos Ventures AUA Private Equity Partners Avante Mezzanine Castile Ventures Clearlake Capital ClearPoint Craton Equity CSW DBL Investors Estancia Fairbanks Investment Farol Group Fulcrum Generation Growth GenNx360 Hispania ICV Partners Illuminate Ventures LFE Capital Mansa Capital

Qualifying historical opportunities These are examples of the types of investments that may be considered by the PEG and are included solely for illustrative pur

Mayfield Milestone MMG Moxie Capital Nexos Capital Nogales One Rock Capital OrbiMed Palladium Capital Pharos Capital Group Portland RC Fontis Relativity RLJ Equity Siris Capital Solera Capital Smith Whiley StarVest Stonehenge Sycamore Syncom Vista Yucaipa

Exhibit 12


Sample portfolio construction targets

Portfolio of 11 MWDBE emerging manager partnership investments ($4 - 8 million each) over a 4 year period

Diversification by vintage year and investment stage

Explore special situations such as partially funded primary partnerships

Pursue secondaries and direct investments opportunistically alongside MWDBE managers

SURS proposed portfolio construction: $50 - 75 million MWDBE portfolio

Shown for illustrative purposes. There can be no assurance as to the type or number of investment opportunities that will be made available to the PEG and, even if available, that such investment opportunities would be selected by the PEG. Past performance is no guarantee of future results. The manager seeks to achieve the stated objectives. There can be no guarantee the objectives will be met.

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47%

30%

15%

8% Buyout

Growth

Distressed/Restructuring

Mezzanine

Investment Vintage Year Investment StageCommitment ($mm)

Underlying manager 1 Year 1 Buyout $4-8Underlying manager 2 Year 1 Distressed/Restructuring $4-6Underlying manager 3 Year 1 Growth $4-6

Underlying manager 4 Year 2 Growth $6-8Underlying manager 5 Year 2 Buyout $6-8Underlying manager 6 Year 2 Buyout $6-8

Underlying manager 7 Year 3 Buyout $4-6Underlying manager 8 Year 3 Mezzanine $4-6Underlying manager 9 Year 3 Growth $6-8

Underlying manager 10 Year 4 Distressed/Restructuring $4-6Underlying manager 11 Year 4 Buyout $4-6

$50-75 million

Exhibit 12


We have a team approach to building high quality emerging manager portfolios

* Includes tenure with Group at both JPM and ATTIMCO

Level of team commitment distinguishes our approach to investing

All team members participate in all investment decisions

Demonstrated by representative EM client’s portfolio of 12 investments: – number of portfolio managers involved in manager due diligence = 16 – average number of portfolio managers per investment = 5 – average years of related experience per deal team = 19 years – average years with PE Group* per deal team = 14 years

Dedicated team of Larry Unrein, Laureen Costa, Ashmi Mehrotra and Bertram Cooke will be accountable to SURS to ensure all the resources of our Private Equity Group will be brought forth in executing this mandate

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Exhibit 12


Selecting the highest quality investment opportunities

Each private equity investment opportunity is vetted using a thorough and well documented due diligence process

Further analysis

Parameters & Investment

Strategy

Offerings/ Deal Flow

Meet with Group

Due Diligence

Presentation/ discussion as a team

Negotiation of terms & conditions

Commitment

Proceed Formal decision

Informal decision Proceed Proceed

Offering logged into database

New opportunity summary

Email team on analysis and reference calls Update team at

weekly meeting

Sanity Check memo

Pre-close terms

Interactive consensus-building investment decision making

Supermajority required to consummate an investment

Detailed and comprehensive diligence materials

Weekly team meeting with continual information discussion

Deal teams include at least 2 senior team members and average involvement from 5+ team members through out the process

Investment committee comprised of the Private Equity Group investment professionals

Final Decision memo

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Exhibit 12


Private Equity Distribution Management: we seek to maximize returns in the final stage of the private equity cycle

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The Private Equity Cycle1

Investors

Private Equity Fund

Company

Fund raisingReturns

CashEquity

Investors in private equity funds face a unique challenge at the final stage of the investment cycle: maximizing the value of the distributed public securities

Without effective management, post distribution price declines can significantly reduce cash-to-cash private equity returns.

We seek to: Maximize returns on the sale of distributed securities Return cash back to our clients as quickly as

possible so that it may be reinvested back into private equity

Minimize the administrative burden associated with distributed stocks

Minimize transaction costs Complete the cycle for private equity investors

1Gompers & Lerner. The Venture Capital Cycle. 1999

Exhibit 12


Conclusion

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Exhibit 12


We are committed to partnering with SURS to build a best in class MWDBE emerging manager private equity portfolio

Collaborative partnership that establishes an important and visible program for SURS

We are experienced in implementing emerging manager portfolios similar to SURS’ mandate guidelines


– we manage $1.1 billion in emerging and diverse manager investments on behalf of 8 institutional clients

– proactive deal sourcing has cultivated strong relationships with universe of MWDBE private equity firms

– attractive long term track record in emerging managers

One of the largest private equity managers with 56 experienced professionals

– stable team with virtually no turnover

– strong commitment to diversity whereby 63% of our team are women/minorities

– we employ a team approach; an average of 5 portfolio managers perform due diligence on every emerging and diverse manager investment

Strong alignment of interest

– personal co-investment of 1.25%1 in every investment

– broad distribution of carried interest amongst team members

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1Allocation percentage is reviewed each calendar year; it has been at or above 1% for the past 6 years is expected to remain at or above that level.

Exhibit 12


Appendix

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Exhibit 12


Biographies

Lawrence M. Unrein, Portfolio Manager. Mr. Unrein is Global Head of the Private Equity and Hedge Fund Groups, overseeing the management of $33 billion on behalf of institutional and private investors. He serves on the Asset Management Operating Committee and is Chairman of the Asset Management Investment Committee. Prior to joining J.P. Morgan Investment Management in 1997, Mr. Unrein spent 18 years with AT&T Investment Management Corp., an investment management subsidiary of AT&T. He was responsible for managing the public and private equity and fixed income portion of $80 billion in corporate employee benefit funds. A graduate of State University of New York, Plattsburgh, Mr. Unrein earned his MBA from the Wharton School, University of Pennsylvania. He is a CFA charterholder, a member of the CFA Institute, and a Certified Public Accountant. Currently, Mr. Unrein serves on the advisory boards of Accel Partners, Accel-IDG China, Accel India, Accel London, Alsop Louie Partners, Apax Partners US, Cinven, Clayton, Dubilier & Rice, Fenway Partners, Greycroft Partners, MeriTech Capital Partners, Mithril Limited, New Enterprise Associates, New Mountain Partners, North Bridge Growth Equity, North Bridge Venture Partners, Orchid Asia, Redpoint Omega, Redpoint Venture Partners, and TA Associates. He is a director of Beijing Equity Investment Development Management Co., Ltd. and serves on the investment committee for the funds that it manages. Mr. Unrein is also on the advisory board of Wharton Private Equity Partners and is a director of the Plattsburgh College Foundation.

Laureen R. Costa, Portfolio Manager. Ms. Costa is a portfolio manager in the Private Equity Group. Prior to joining J.P. Morgan Investment Management in 1997, she was a portfolio manager with AT&T Investment Management Corp., where she had portfolio responsibilities for private equity investments in corporate finance partnerships, venture capital partnerships, secondary transactions and direct investments. Prior to joining AT&T, Ms. Costa worked in commercial lending for CoreStates Bank, N.A. (now part of Wells Fargo). She earned her BA, Phi Beta Kappa, from Bucknell University and an MBA from The Amos Tuck School of Business Administration at Dartmouth College. She is a CFA charterholder and is a member of the CFA Institute. Currently, Ms. Costa serves on the advisory boards of 21st Century Group, Alta-Berkeley, Ampersand, Columbia Capital, FdG Partners, Grotech Partners, Insight Venture Partners, Noro-Moseley, Mercato, Sofinnova Capital, SW Pelham, Syncom Ventures, and Vicente Growth Equity. She also serves on the Executive Advisory Board of the Tuck Center for Private Equity and Entrepreneurship and is a former Director of the National Association of Investment Companies.

Ashmi Mehrotra, Portfolio Manager. Ms. Mehrotra joined the Private Equity Group in 2003. Prior to joining the Group, she was an investment analyst for the J.P. Morgan Private Bank, where she focused on investment portfolios for high net worth clients. An employee of the firm since 1999, Ms. Mehrotra also worked in J.P. Morgan’s Internal Consulting Group, where she was responsible for Six Sigma projects and process improvement initiatives. Ms. Mehrotra earned her BA in Economics, International Relations and Spanish from Tufts University, and has completed the FINRA Series 7 and Series 63 certifications. Currently, Ms. Mehrotra serves on the advisory boards of Goode Partners, Mercato Partners, Silverhawk Partners, Summit Park and Syncom.

STRICTLY STRICTLY 24

Exhibit 12


Biographies (cont.)

Bertram G. A. Cooke, Jr., Portfolio Manager. Mr. Cooke has portfolio management, information management, operations, and administration within the Private Equity Group. He joined the Private Equity Group in January 2000 after serving for five months as a consultant on a special project for the Group. Before his assignment at J.P. Morgan Investment Management, he participated in various law and policy related endeavors. Mr. Cooke earned his JD from Georgetown University, where he served for two years as a member of the Law Center Finance Committee, and holds a BA in Literature from the University of Virginia. Currently, Mr. Cooke monitors the NY Legacy Emerging Fund, L.P. and serves on the advisory boards of Acon-Bastion, Beacon Group, Craton Equity, Freeman Spogli, GF Capital and Lindsay Goldberg & Bessemer.

Melissa Brown Anezinis, Client Advisor. Ms. Anezinis is a client advisor for the Institutional Asset Management central region and is responsible for implementation of investment management strategies in institutional accounts. She joined J.P. Morgan Asset Management in 2011 after roles in the Hedge Funds industry as Director of Partner Relations for SLS Capital in New York and as Head of the Capital Introductions Group for Cantor Fitzgerald Prime Services. Previously Melissa held a client associate role at J.P. Morgan Asset Management in New York and was with The Torrenzano Group, where she provided strategic investor relations counsel to financial companies. She earned a B.S. in journalism, cum laude, from the Honors Tutorial College at Ohio University and an M.B.A. from Columbia Business School. She holds FINRA Series 7 and 63 licenses.

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Exhibit 12


For qualified purchasers only. This presentation has been prepared for investors who qualify to invest in the types of investments described in this presentation. Generally they would include investors who are “Accredited Investors” under the Securities Act of 1933, Qualified Purchasers under the Investment Company Act of 1940, and “Qualified Eligible Persons” under Regulation 4.7 of the Commodity Exchange Act. These materials have been provided to you for information purposes only and may not be relied upon by you in evaluating the merits of investing in any securities referred to herein. All references to J.P. Morgan Investment Management Inc. (“JPMIM” or the “Fund”) are subject to and qualified in their entirety by reference to the more detailed information appearing in the Fund’s Confidential Private Placement Memorandum (the “Private Placement Memorandum”), the Fund’s Articles of Association, the Subscription Booklet and other closing documents as well as to statutes, rules and regulations referenced in the Private Placement Memorandum. The views and strategies described may not be suitable for all investors. There is no assurance that any of the objectives of the Fund will be achieved or that this investment will be successful. The specific risks and conflicts of interest are more fully explained in the Private Placement Memorandum, which should be reviewed in conjunction with this presentation. This material is not intended to provide, and should not be relied on for, accounting, legal or tax advice, or investment recommendations. You should consult your tax or legal advisor about the issues discussed here and review carefully the Private Placement Memorandum in its entirety before participating in the investment. Products may not be suitable for all individual investors.

Investments in the Funds are illiquid, present significant risks, and may be sold or redeemed at more or less than the original amount invested. Investments in the Fund are offered only by offering memoranda. An investment in the Fund has not been recommended or approved by any U.S. Federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not passed upon the accuracy or determined the adequacy of this summary. Any representation to the contrary is a criminal offense. An investment in the Fund is not a deposit and is not insured by the Federal Deposit Insurance Corporation, Federal Reserve Board, or any other governmental agency.

Opinions and estimates offered constitute our judgment and are subject to change without notice, as are statements of financial market trends, which are based on current market conditions. We believe the information provided herein is reliable, but do not warrant its accuracy or completeness. This material is not intended as an offer or solicitation for the purchase or sale of any financial instrument.

The deduction of a management and other fees reduce an investor's return. Actual performance will vary depending on the size of commitment and applicable fee schedule. Past performance is not a guarantee of future results.

The following is an example of the effect of compounded advisory fees over a period of time on the value of a client’s portfolio: A portfolio with a beginning value of $100 million, gaining an annual return of 10%, would grow to $259 million after 10 years, assuming no fees have been paid out. Conversely, a portfolio with a beginning value of $100 million, gaining an annual return of 10%, but paying a fee of 1% per year, would only grow to $235 million after 10 years. The annualized returns over the 10-year time period are 10% (gross of fees) and 8.91% (net of fees). If the fee in the above example was 0.25% per year, the portfolio would grow to $253 million after 10 years and return 9.73% net of fees. The fees were calculated on a monthly basis, which shows the maximum effect of compounding.

The obligations of J.P. Morgan Institutional Investments Inc. (“JPMII”) and its affiliated broker dealers are not deposits and are not insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other governmental agency. JPMII and its affiliated broker dealers are not banks, and are separate legal entities from their bank and thrift affiliates. The obligations of JPMII and its affiliated broker dealers are not obligations of their bank or thrift affiliates (unless explicitly stated otherwise), and these affiliates are not responsible for securities sold, offered, or recommended by JPMII and its affiliated broker dealers. JPMII or one of its affiliates will act as the Fund’s placement agent. JPMII is a broker-dealer with the FINRA and a member of SIPC.

Distribution of this material to any person other than the person to whom this material was originally delivered and those persons retained to advise him or her with respect to the Fund is unauthorized, and any reproduction of this material, in whole or in part, or the divulgence of any of its contents, without the prior consent of J.P. Morgan Institutional Investments, Inc. is prohibited. Further information is available upon request.

Investment advisory services provided by J.P. Morgan Investment Management Inc. (JPMIM).

J.P. Morgan Institutional Investments, Inc., placement agent

JPMorgan Asset Management is the marketing name for the asset management businesses of JPMorgan Chase & Co. Those businesses include J.P. Morgan Investment Management Inc., JPMorgan Investment Advisors, Inc., JPMorgan High Yield Partners, LLC, Security Capital Research & Management Incorporated and J.P. Morgan Alternative Asset Management, Inc.

© 2013 JPMorgan Chase & Co.

Please keep in mind

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Exhibit 12

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