J.P. Morgan Investment Management Inc.

Transcription

1 Form ADV Part 2A Firm Brochure J.P. Morgan Investment Management Inc. File No Park Avenue, New York, NY (212) March 30, 2016 ITEM 2 This brochure provides information about the qualifications and business practices of J.P. Morgan Investment Management Inc. ( JPMIM or the Adviser ). If you have any questions about the contents of this brochure, please contact us at (212) The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (the SEC ) or by any state securities authority. Additional information about JPMIM, including a copy of our Form ADV Part I, is also available on the SEC s website at JPMIM is registered as an investment adviser with the SEC. Such registration does not imply a certain level of skill or training.

2 Material Changes The material items within JPMIM s Form ADV Part 2A (commonly referred to as the Brochure ) that were revised since the last annual update of the Brochure dated March 26, 2015 are as follows: The disclosure in Item 8 ( Methods of Analysis, Investment Strategies and Risk of Loss ) has been revised as follows: o o The disclosure regarding the Adviser s Global Fixed Income, Currency & Commodities and Global Liquidity businesses have been revised to include a more robust description of their trading workflows. Certain risk disclosures have been revised and enhanced. The disclosure in Item 9 ( Disciplinary Information ) has been revised as follows: o Disclosure of a settled administrative proceeding with the Securities and Exchange Commission (the SEC ) related to alleged violations of Rule 105 of Regulation M under the Securities Exchange Act of The disclosure in Item 10 ( Other Financial Industry Activities and Affiliations ) has been revised and expanded to more clearly describe the Adviser s material relationships and arrangements with industry participants and the Adviser s pricing and trading platforms. The disclosure in Item 12 ( Brokerage Practices ) has been revised to more clearly describe the Adviser s use of Soft Dollar Benefits Item 12 - Brokerage Practices, Section B, Order Aggregation has been updated to note that the Adviser will proceed to send trade instructions to next Program Sponsor without confirmation that the non-discretionary/model Program Sponsor has implemented its orders. Language in this section has also been amended to clarify that when the Adviser has deemed it appropriate to trade away from discretionary Program Sponsors, it will complete discretionary orders prior to transmitting trade instructions to non-discretionary/model Program Sponsors. Capitalized terms used in this section shall have the meanings assigned to them in the main body of the Brochure. 1

3 ITEM 3 Table of Contents ITEM 1 Cover Page ITEM Material Changes... 1 ITEM Table of Contents... 2 ITEM Advisory Business... 5 A. General Description of Advisory Firm... 5 B. Description of Advisory Services... 5 C. Availability of Customized Services for Individual Clients... 7 D. Wrap Fee Programs... 7 E. Assets Under Management... 8 ITEM Fees and Compensation... 9 A. Advisory Fees and Compensation... 9 B. Payment of Fees... 9 C. Additional Fees and Expenses D. Prepayment of Fees E. Additional Compensation and Conflicts of Interest ITEM Performance-Based Fees and Side-by-Side Management A. Performance-Based Fees B. Side-by-Side Management and Potential Conflicts of Interest ITEM Type of Clients ITEM Methods of Analysis, Investment Strategies and Risk of Loss

4 A. Methods of Analysis and Investment Strategies B. Material, Significant, or Unusual Risks Relating to Investment Strategies C. Risks Associated with Particular Types of Securities ITEM Disciplinary Information A. Criminal or Civil Proceedings B. Administrative Proceedings Before Regulatory Authorities C. Self-Regulatory Organization ( SRO ) Proceedings ITEM Other Financial Industry Activities and Affiliations A. Broker-Dealer Registration Status B. Futures Commission Merchant, Commodity Pool Operator, or Commodity Trading Advisor Registration Status C. Material Relationships or Arrangements with Industry Participants D. Material Conflicts of Interest Relating to Other Investment Advisers ITEM Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. Code of Ethics B. Securities in which the Adviser or a Related PersonHas a Material Financial Interest C. Investing in Securities that the Adviser or a Related Person Recommends to Clients D. Conflicts of Interest Created by Contemporaneous Trading ITEM Brokerage Practices A. Factors Considered in Selecting or Recommending Broker-Dealers for Client Transactions B. Order Aggregation ITEM Review of Accounts A. Frequency and Nature of Review of Client Accounts or Financial Plans B. Factors Prompting Review of Client Accounts Other than a Periodic Review C. Content and Frequency of Account Reports to Clients ITEM

5 Client Referrals and Other Compensation A. Economic Benefits for Providing Services to Clients B. Compensation to Non-Supervised Persons for Client Referrals ITEM Custody ITEM Investment Discretion ITEM Voting Client Securities A. Policies and Procedures Relating to Voting Client Securities B. No Authority to Vote Client Securities and Client Receipt of Proxies ITEM Financial Information APPENDIX A Separate Account Fee Schedules

6 A. General Description of Advisory Firm ITEM 4 Advisory Business This Brochure relates to the investment advisory services offered by J.P. Morgan Investment Management Inc. ( JPMIM or the Adviser ), which is the primary U.S. investment advisory branch of J.P. Morgan Asset Management ( JPMAM ). JPMAM is the marketing name for the asset management businesses of JPMorgan Chase & Co. ( JPMC ), a publicly traded company, and its affiliates worldwide. JPMIM is wholly-owned by JPMorgan Asset Management Holdings Inc., which is a subsidiary of JPMC. JPMIM was incorporated in Delaware on February 7, JPMIM is registered with the Securities and Exchange Commission ( SEC ) as an investment adviser pursuant to the Investment Advisers Act of 1940, as amended (the Advisers Act ). B. Description of Advisory Services JPMIM provides discretionary and non-discretionary investment management services and products to institutional clients and individual investors. In performing investment advisory services for its clients, JPMIM acts as a fiduciary. JPMIM s fiduciary duty derives from Section 206 of the Advisers Act, and for those pension plan clients and funds that are subject to the requirements of the Employee Retirement Income Security Act of 1974, as amended ( ERISA ), JPMIM is a covered service provider to the plan under the ERISA Section 408(b)(2) regulations and is a fiduciary under Section 3(21) of ERISA. The fiduciary standards are established under the Advisers Act and applicable state laws, and include: Obligations to disclose all material conflicts of interests to clients; Obligations to disclose if JPMIM, or an affiliate of JPMIM, receives additional compensation from a client or a third-party as a result of JPMIM s relationship with a client; JPMIM must obtain informed consent before engaging in transactions with clients for its own account, that of an affiliate, or another client when acting in an advisory capacity; JPMIM must treat all of its advisory clients fairly and equitably and cannot unfairly advantage one client to the disadvantage of another, over time; The investment decisions or recommendations made by JPMIM must be suitable and appropriate for clients and consistent with client investment objectives, goals, and restrictions placed on JPMIM; and JPMIM must act in what it reasonably believes to be each client s best interests and in the event of a conflict of interest, must place each client s interests before JPMIM s (and its affiliates ) own interests. 5

7 JPMIM s advisory services are offered through a variety of investment vehicles and arrangements, depending on the strategy. These include separately managed accounts (including directly or indirectly through wrap fee programs) and pooled investment vehicles such as mutual funds or alternative investment funds. Investment services to clients may be provided on a discretionary or non-discretionary basis. JPMIM and its asset management affiliates support multiple investment strategies in order to meet the diverse requirements of its clients' investment needs. Below is a description of the investment strategies offered by JPMIM. Major asset classes supported include: equity, fixed income, cash management, currency, and alternative asset classes such as real estate and infrastructure, and private equity. JPMIM also offers asset allocation strategies and solutions, including fund of funds strategies. Domestic Equity includes the platforms Dividend Discount Model (DDM), Fundamental and Behavioral offerings which comprises core, growth, value, all cap, active extension, enhanced, long/short, quantitative, behavioral, concentrated and liquid alternative equity strategies. International/Global Equity offerings include active extension, behavioral, core, enhanced, growth, value, and focused investment styles across multi-regional, global, and countryspecific sectors and including the platforms DDM, Fundamental and Behavioral and ranges from strategic beta (passive), enhanced core, style specific (Growth and Value), unconstrained/agnostic portfolios, long/short and extension strategies.. Emerging Market Equity offerings include the platforms, Fundamental Research and Behavioral strategies and comprises quality, value, core, all cap, focused and diversified strategies as well as regional and country-specific strategies. Global Fixed Income, Currency & Commodities strategies include a full array of strategies along the risk and return continuum, including short duration, government, broad markets, sector specific, long duration, high yield (including distressed debt), and extended markets/alternatives. Currency Management services include sophisticated passive management techniques, active management of both major and emerging market currencies, and currency as an alternative investment. Global Liquidity strategies are short-term in nature, ranging from money market funds that seek to provide preservation of principal and liquidity to customized short-term fixed income strategies that seek to provide a high level of current income through low volatility of principal that typically have durations of one year or less. Multi-Asset Solutions (MAS) develops and manages multi-asset, multi-manager and/or multistrategy portfolios. MAS manages (i) Target Date Strategy, (ii) Target Risk Strategy, (iii) Thematic, Flexible, Total Return and Liability Aware Strategies, (iv) Single Asset Strategies, (v) Quantitative and Alternative Beta Strategies, and (vi) Passive & Enhanced Beta (Index) Strategies. 6

8 Global Real Assets offers products, services and opportunities across multiple geographies (U.S., Europe and Asia), markets (public and private) and asset and property types in the real estate, infrastructure, and maritime/transportation and related asset sectors that span the risk-reward continuum. Private Equity manages assets in two distinct and comprehensive segments of the private equity opportunity set venture capital and corporate finance. As part of its private equity services, the Adviser also provides in-kind distribution management services, both as a supplemental and a stand-alone service. C. Availability of Customized Services for Individual Clients JPMIM makes investments for clients in accordance with mutually agreed upon written investment guidelines and provides continuous supervision of client portfolios. Investment services may be tailored for each client s specific needs and objectives, and clients may impose reasonable restrictions on investing in certain securities or types of securities. JPMIM has established procedures and controls to help ensure compliance with each client s specific investment guidelines. Where JPMIM is the investment adviser to a pooled investment vehicle, investment objectives, guidelines and any investment restrictions generally are not tailored to the needs of individual investors in those vehicles, but rather are described in the prospectus or other relevant offering document for the vehicle. D. Wrap Fee Programs JPMIM s investment advisory services are also available through wrap fee programs that are sponsored by third parties and affiliates of JPMIM (each a Program Sponsor ). A wrap fee program generally is an investment advisory program under which a client pays a single, all-inclusive (or wrap or bundled ) fee to the Program Sponsor for investment advisory services, custody services, and the execution of client transactions. The Program Sponsor will then provide the client with a list of investment managers whose investment strategies are consistent with the client s goals and objectives. Wrap fee program clients may select JPMIM, its affiliates, or third parties from a list of investment managers presented to the client by investment advisory representatives of the Program Sponsor. Some wrap fee clients are pension plans covered by ERISA. In those circumstances, JPMIM is a covered service provider to the plan under the ERISA Section 408(b)(2) regulations, and JPMIM provides services both as a registered investment adviser under the Advisers Act and as a fiduciary under Section 3(21) of ERISA. The Program Sponsor has primary responsibility for client communications and services. Primary responsibilities of the Program Sponsor typically include arranging for payment of JPMIM s advisory fees on behalf of the client, monitoring and evaluating JPMIM s investment advisory services, executing the client s portfolio transactions, and in some cases, providing custodial services for the client s assets for a single fee paid by the client to the Program Sponsor. JPMIM receives a portion of the wrap fee for its investment advisory and implementation services. In general, JPMIM manages wrap fee accounts in a similar manner to its other accounts; however, JPMIM may not always manage wrap fee accounts identically to the way it manages separate accounts 7

9 and funds. For example, wrap fee accounts generally will not participate in initial public offerings for regulatory reasons, and, for most equity strategies, JPMIM generally does not select broker-dealers for wrap fee accounts due to the nature of the clients fee structure with the wrap fee Program Sponsor. However, JPMIM has discretion, when necessary to seek to achieve best execution for its clients accounts, to select brokers or dealers other than the broker designated by the Program Sponsor. For additional information regarding brokerage practices, please see Item 12. JPMIM is responsible for making investment decisions regarding the selection of securities for wrap fee accounts. Additionally, JPMIM may act as overlay portfolio manager ( OPM ) for its affiliate wrap sponsors using third party models. The Global Portfolio Implementation (GPI) team within JPMIM & JPMorgan Chase Bank ( JPMCB ), provides non-advisory overlay portfolio management services, including calculating the total amount of securities bought and sold and tax harvesting. However, investment decisions may be limited by certain instructions provided by the client. JPMIM also delivers non-discretionary models to Program Sponsors ( Model Delivery Sponsor ). In these programs, JPMIM furnishes investment advice and recommendations to Model Delivery Sponsors through the provision of model portfolios of various investment products. The Model Delivery Sponsors act as OPMs in these scenarios. The OPMs utilize the model portfolios provided, as well as corresponding updates, to manage wrap program accounts enrolled in the investment product on their platforms. Typically, the OPMs retain investment discretion over the wrap program accounts enrolled in the investment product on their platforms; however, various contractual delegations could technically deem investment discretion to be shared between JPMIM and an OPM. Wrap fee program clients should be aware that comparable services may be available at lower aggregate costs on an unbundled basis through the Program Sponsor or through other firms. JPMIM also manages client assets in unbundled advisory programs. Fees are unbundled for various services and negotiated separately by the client including, but not limited to, investment management, custody and trade execution, although JPMIM s fee covers only investment management services and not custody and brokerage services. In unbundled arrangements the Adviser may execute transactions with brokerdealers selected by the client or selected by the Adviser. For additional information regarding Fees and Compensation, Brokerage Practices and Custody, please see Item 5.A-E, Item 12, and Item 15, respectively. E. Assets Under Management As of December 31, 2015, JPMIM had assets under management in the amounts set forth below: Assets Under Management US Dollar Amount Assets Managed on a Discretionary Basis $ 1,130,262,152,433 Assets Managed on a Non-Discretionary Basis $ 13,755,514,548 Total Assets Under Management $ 1,144,017,666,981 8

10 A. Advisory Fees and Compensation ITEM 5 Fees and Compensation The Adviser's fee schedule will vary depending on the type of account and investment strategy, and in certain circumstances, can be subject to negotiation. Typically, the Adviser s annual investment advisory service fee is calculated as a percentage of the market value of the assets it manages, which is referred to as an annual asset-based fee. The Adviser usually charges a minimum annual fee for managing a portfolio. To the extent permitted under the Advisers Act, the Adviser negotiates and charges performance-based fees, and/or asset-based fees. For an additional discussion of performance-based fees, please refer to Item 6. The annual fee schedules for the most often utilized investment strategies for U.S. equity and fixed income accounts are included in Appendix A. In certain circumstances in which the Adviser or its affiliates provide other services in addition to investment advisory services, a higher fee schedule than those shown in Appendix A applies. Higher fees may also apply if an account s assets are below the minimum investment level indicated in the standard fee schedule. From time to time, and under agreed upon specific situations (which generally involve account size, investment strategy, account servicing requirements and material aspects of a client s overall relationship with the Adviser and its asset management affiliates), the Adviser may agree to lower advisory fees on a case by case basis. Fee schedules are available upon request for other investment products, asset classes and strategies. Fees for such services may be higher than those for the services included in Appendix A. The prospectus of each registered fund advised or sub-advised by the Adviser sets forth the applicable fees and expenses. The offering memorandum, subscription agreement and/or other governing document of each unregistered pooled investment fund generally sets forth the applicable fees and expenses. With respect to wrap fee programs, the Adviser receives an investment management fee which is paid to the Adviser by the Program Sponsor in connection with the investment management services provided. The Adviser s investment management fee is calculated as a percentage of the assets under management and is generally payable quarterly. Such compensation ranges from 0.15%-0.80% annually, based on the investment mandate and the terms and conditions negotiated with the Program Sponsor or client for unbundled wrap fee programs. With respect to ERISA plans participating in the wrap fee program, the Adviser s compensation constitutes indirect compensation under ERISA Section 408(b)(2) regulations, since the compensation is not paid to the Adviser directly by the plan or plan sponsor. MAS fee schedules are customized depending on the type of advisory and other services provided, as well as the offered strategies. B. Payment of Fees For separate accounts and for investments in funds that do not have fund-level advisory fees, clients may select to have the Adviser bill the client for fees incurred, or the client may instead agree to instruct its custodian to deduct advisory fees directly from the client s account. In this situation, an advice of debit 9

11 will be sent to the client evidencing the fee calculation. The Adviser typically charges fees after services have been rendered, at the end of each calendar quarter. Fees are charged at one-fourth of the applicable annual rate. Wrap fee program clients should review the terms and conditions of the wrap fee program or contact the Program Sponsor regarding fees and billing arrangements. The Adviser does not bill wrap fee program clients or deduct fees directly from such clients wrap fee program accounts. In general, the wrap fee Program Sponsor bills the program s clients or deducts fees from the client s accounts, and the Program Sponsor compensates the Adviser for its advisory services. Certain wrap fee program clients are invested directly or indirectly in funds managed by the Adviser or its affiliates and from which the Adviser or its affiliates may receive additional compensation. For unbundled wrap fee programs, the Adviser generally invoices clients for the payment of fees to the Adviser. The client typically directs the Program Sponsor to deduct advisory fees directly from such client accounts and forwards payment to the Adviser. C. Additional Fees and Expenses In addition to the advisory fees described above, clients may be subject to other fees and expenses in connection with JPMIM s advisory services. Transaction Charges Clients generally pay brokerage commissions, taxes, charges and other costs related to the purchase and sale of securities for a client s account. See Item 12 for additional information regarding the Adviser s brokerage practices. Custody and Other Fees Separate account clients typically establish a custody account under a separate agreement with a custodian bank, and the client will incur a separate custody fee for the custodian s services. The custodian may be an affiliate of the Adviser. If a client s account is invested in mutual funds or other pooled investment funds, the client s account generally will bear its pro rata share of the expenses of the fund, including custody fees. D. Prepayment of Fees The Adviser charges institutional account advisory fees in arrears, and such fees are not paid in advance. However, some wrap fee Program Sponsors require that their fees be paid in advance. In such cases, the wrap fee Program Sponsor will be responsible for refunds if participation in the program is terminated before the end of the billing period. Wrap fee program clients should review the terms and conditions of the wrap fee program or contact the wrap fee Program Sponsor regarding arrangements for refunds of pre-paid fees. 10

12 E. Additional Compensation and Conflicts of Interest The Adviser does not receive compensation for the sale of securities or other investment products. Where a separate account is directly invested in a mutual fund or other pooled investment vehicle, the Adviser does not generally receive advisory fees from both the account and the fund in which the account is invested. Typically the Adviser does not charge an account level advisory fee for account assets invested in mutual funds advised by JPMIM and its affiliates ( JPMorgan Funds or Affiliated Funds ), so that the client s account only bears the fees and expenses of the JPMorgan Fund. In some cases, the Adviser will charge the client s account an advisory fee and will offset the fee by the amount of the advisory fees of the JPMorgan Funds in which the account is invested. In certain cases, where the account is invested in a JPMorgan Fund or pooled investment vehicle which then invests in another such vehicle in accordance with the investing vehicle s investment objectives and policies, fees paid to JPMIM and its affiliates by the ultimate vehicle may not be waived or offset. Depending on the type of fee arrangements with the client, the Adviser could face a conflict of interest in allocating client assets to underlying investment vehicles. For example, if a client pays an account level advisory fee and the Adviser is responsible for the payment of advisory fees with respect to the underlying investment vehicles, then the Adviser faces a conflict of interest when allocating clients assets because it may have an incentive to invest in investment vehicles that charge lower fees. Please refer to the offering document for the pooled investment vehicles in which your account is invested for additional information and disclosure related to fees and potential conflicts of interest. For a description of circumstances where the Adviser has relationships with affiliates or other parties that may result in indirect compensation or benefits to the Adviser or its affiliates, please see Item 10.C. A. Performance-Based Fees ITEM 6 Performance-Based Fees and Side-by-Side Management Clients of JPMIM pay various types of fees for investment advisory services. For example, institutional account fees may be determined on a fixed rate, sliding scale or incentive basis. Most client accounts are charged fees based on a percentage of assets under management, and certain accounts are also charged an incentive or performance-based fee. Generally, these performance-based fees are calculated on the appreciation of a client s assets. As part of the initial acceptance process, clients will work with JPMIM to determine the fee structure that best fits their specific needs. JPMIM s fee structure is more fully described in Item 5. 11

13 B. Side-by-Side Management and Potential Conflicts of Interest Certain JPMIM portfolio managers simultaneously manage accounts that are charged performance-based fees and accounts that are charged asset-based fees. The portfolio managers of these accounts from time to time utilize substantially similar investment strategies and invest in substantially similar assets for both account types. This portfolio management relationship is often referred to as side-by-side management. Accounts that pay performance-based fees reward the Adviser based on the performance in those accounts. As a result, performance-based fee arrangements likely provide a heightened incentive for portfolio managers to make investments that present a greater potential for return but also a greater risk of loss and that may be more speculative than if only asset-based fees were applied. On the other hand, the Adviser will likely have an interest in engaging in relatively safe investments when managing accounts that pay asset-based fees. The side-by-side management of accounts that pay performance-based fees and accounts that only pay a fixed-rate fee creates a conflict of interest because there is an inherent incentive for the portfolio manager to favor accounts with the potential to receive greater fees. For example, a portfolio manager will be faced with a conflict of interest when allocating scarce investment opportunities given the possibility of greater fees from accounts that pay performancebased fees as opposed to accounts that do not pay performance-based fees. JPMIM is guided by fiduciary principles in the management of conflicts of interest. Put simply, JPMIM is expected to always act in the best interests of its clients. To address these types of conflicts, JPMIM has adopted policies and procedures pursuant to which allocation decisions may not be influenced by fee arrangements, and investment opportunities will be allocated in a manner that JPMIM believes is consistent with its obligations as an investment adviser. To further manage these potential conflicts of interest, the Adviser has implemented an Investment Director Review ( IDR ) process that monitors accounts within the same strategy to ensure performance is consistent across accounts and that no one account is favored. For additional information regarding the Adviser s review process please see Item 13.A. ITEM 7 Type of Clients The Adviser primarily provides investment advisory services to institutional and retail clients, both U.S. and non-u.s. clients, including: Corporations Defined contribution and defined benefit pension plans Endowments and foundations Trusts Charitable organizations Insurance companies 12

14 Investment companies (including mutual fund companies) Taft-Hartley plans Investment consultants Sovereigns and central banks State and local governments Supranational organizations Religious organizations Pooled investment vehicles Banking institutions The Adviser also provides investment advisory services to the Global Wealth Management (GWM) division of J.P. Morgan Asset Management. The Adviser generally requires a minimum account size for client accounts, which may vary based on the investment vehicle (separate account or fund), investment strategy and asset class. In addition, a larger minimum account balance may be required for certain types of accounts that require extensive administrative effort. Minimums may be waived under certain circumstances. For certain types of investment funds offered or managed by the Adviser, U.S. investors must generally satisfy certain investor sophistication requirements, including that the client qualifies as an accredited investor under Rule 501(a) of Regulation D under the Securities Act of 1933, as amended, a qualified purchaser within the meaning of section 2(a)(51) of the Investment Company Act of 1940, as amended (the 1940 Act ), and/or a qualified eligible person under Rule 4.7 of the Commodity Exchange Act. ITEM 8 Methods of Analysis, Investment Strategies and Risk of Loss A. Methods of Analysis and Investment Strategies The Adviser utilizes different methods of analysis that are tailored for each of the investment strategies it offers its clients. Set forth below are the primary methods of analysis that the Adviser utilizes for its significant investment strategies. This Item 8 includes a discussion of the primary risks associated with these investment strategies. However, it is not possible to identify all of the risks associated with investing and the particular risks applicable to a client account will depend on the nature of the account, its investment strategy or strategies and the types of securities held. While the Adviser seeks to manage accounts so that risks are appropriate to the strategy, it is often not possible or desirable to fully mitigate risks. Any investment includes the risk of loss, and there can be no guarantee that a particular level of return will be achieved. Clients should understand that they could lose some or all of their investment and should be prepared to 13

15 bear the risk of such potential losses. Clients should carefully read all applicable informational materials and offering/governing documents prior to retaining the Adviser to manage an account or investing in any JPMIM fund. See Item 8.B. for additional information regarding investment risks. Equity When investing in equity securities, the Adviser's primary method of analysis is research oriented. As part of this fundamental research process, the Adviser typically relies on: Research analysts whose primary focus is to research and analyze industries and companies. Portfolio managers who utilize the research provided by analysts and their own investment insights to buy and sell equity securities and construct portfolios. Stock screening procedures, using a database of equity securities that track historical earnings, forecasted earnings and earning growth rates, free cash flow, and stock price history. The Adviser employs a disciplined approach to stock selection. Research analysts study industry trends, competitive dynamics, quality of business franchises, financial statements, valuation, quality, and the depth of management in determining whether a security represents an attractive investment. Analysts may forecast future earnings, cash flows and dividends to ascertain whether a security is under or overvalued. Global Fixed Income, Currency & Commodities ( GFICC ) The GFICC business is multi-faceted, as to the types of instrument traded, investment strategy, and trading workflow. The discussion below reflects the multiple dimensions of GFICC. Many types of fixed income instruments are traded, including various types of bonds, currency, commodities, and derivative securities that reference these various instruments. There are two primary types of investment strategies Value-Driven and Macro-Driven. There are two primary types of trading workflow Order Driven and Liquidity Driven. Each investment strategy uses both types of trading workflows. However, the Value-Driven investment strategy is more likely to use the Liquidity Driven workflow, while the Macro-Driven investment strategy is more likely to use the Order Driven workflow. Trading Workflows The major difference between the Order Driven and the Liquidity Driven workflows is when the trade is executed in the market and when a specific order is generated in an internal Order Management System ( OMS ). In the case of Order Driven workflows, an order is entered in the portfolio management system and then routed electronically to the appropriate OMS or the order is created directly in the OMS. In both situations, the order is checked for pre-trade compliance with client 14

16 guidelines/trade limits/internal restrictions. Orders are then executed in line with instructions indicated on the electronic order or by verbal communication directly with the respective Portfolio Manager. In some limited circumstances and/or for certain instruments,, order instructions may be sent to the trading team via . The Trader enters the Execution details into the OMS and the activity is electronically transferred to the accounting systems. In the case of Liquidity Driven workflows, a Portfolio Manager who has been authorized to trade locates securities offerings or bids for securities to be sold based on his experience and knowledge of the accounts needs, authorizations, and positioning prior to the input of details into the portfolio management or OMS. Promptly after the trade has been executed with the counterparty, the Portfolio Manager enters the appropriate accounts and allocations into the portfolio management system (or directly into the OMS). As the trades are entered into the system, the Portfolio Manager reviews the automated checks for compliance with client guidelines/trade limits/internal restrictions, and if needed reallocates the securities before the activity is electronically transferred to the accounting systems. Value-Driven Investing All portfolios are managed on a team basis to incorporate a range of expertise and opinion into the investment process, which includes portfolio management, research, and risk management. The Value-Driven Investment team incorporates a bottom-up, value-oriented approach to investment management and central to this approach is: Identifying securities that are priced inefficiently; Making sector allocation decisions based on a broad sector outlook, utilizing expected return and valuation analysis; Managing yield curve, with an emphasis on evaluating relative risk/reward relationships along the yield curve; and Managing portfolio duration used primarily as a risk control measure. The investment process seeks to generate positive excess return through the selection of undervalued securities and spread sectors that offer incremental yield and total return in comparison to the index. A variety of quantitative methodologies are used to assess security value including total return analysis, which is used to estimate the total return for a given security over a specified time horizon. In this context, scenario analysis is conducted, which allows for analysis of each security based on different interest rate scenarios for reinvestment rates and hypothetical yields. Although the fixed income investment process is driven largely by a bottom-up approach emphasizing security selection, close attention is paid to sector and sub-sector valuations and weightings. Sectors are analyzed and their relative attractiveness is based on an assessment of economic and industry factors, as well as supply and demand conditions. Historical spread analysis is conducted to help identify sectors that are over- or undervalued and to establish the risk/return tradeoff between sectors. Sectors are emphasized when the dynamics are attractive and when undervalued securities within the sector can be readily identified. 15

17 The Adviser carefully manages duration to control interest rate risk in fixed income portfolios and uses it sparingly as an active management tool. Duration may be adjusted periodically, in small increments, seeking to enhance returns when the market is undervalued and to protect portfolio value when the market is overvalued. The duration decision is based on the adviser s interest rate forecasts, which incorporate many factors, such as the outlook for inflation, the monetary aggregates, anticipated Federal Reserve policy and the overall economic environment. In conjunction with the economic analysis JPMIM performs with respect to duration decision, JPMIM identifies broad interest rate trends and supply and demand relationships that may influence the shape of the yield curve. As part of the investment process, JPMIM evaluates the risk/reward posture of various maturities along the yield curve in an effort to identify undervalued portions of the yield curve. Macro-Driven Investing Global debate forms the foundation of the Adviser s investment process, with investors across the firm contributing to their regular strategy-setting sessions. The Investment Quarterly (IQ), chaired by the Global Chief Investment Officer, is held each quarter to discuss the key factors driving the fixed income markets. At these sessions, approximately 20 of the lead portfolio managers and sector specialists provide valuable insight into their specific sectors, debate factors likely to influence the markets over the coming quarters, and establish themes that will guide the Adviser s fixed income investment strategies. Once investment themes have been established, the Adviser s sector specialists scan the market for investment opportunities. Each team has developed a unique approach for analyzing their sector, utilizing a combination of fundamental, quantitative and technical inputs to identify buy and sell targets. The Adviser s portfolio managers are responsible for tailoring investment strategies to each client s objectives and guidelines. Portfolio managers determine sector allocations and select securities, identified by sector specialists, which are suitable for each portfolio. Once constructed, portfolios are closely monitored by portfolio managers, sector specialists, quantitative analysts and risk managers to ensure they comply with guidelines and that portfolio risk is appropriately managed. Quarterly Investment Theme Development During the Investment Quarterly (IQ) meeting, the Adviser determines and documents a variety of macroeconomic scenarios and a set of investment themes to establish interest rate and sector portfolio expectations that will drive fixed income investments over the next quarter. Each scenario is assigned a level of probability conveying the investment team s confidence level. These scenarios and the resulting portfolio allocations are monitored weekly at individual sector and multi-sector meetings. The scenarios and investment themes do not establish portfolio positions, but serve as a framework for risk allocation, sector weightings and portfolio construction. These scenarios and investment themes form the basis for investment strategy across all GFICC accounts. Fluid intra-day dialogue between portfolio managers and sector specialists allows for adjustments to portfolios in response to market changes. Should major market events occur that are counter to the Adviser s investment themes, the team will convene as needed to discuss current portfolio positioning and how to readjust portfolios, if necessary. 16

18 Currency Management The Currency Group specializes in customized solutions to the currency issues faced by clients, such as generating excess returns from the movements of exchange rates, or controlling the currency risk inherent in cross-border investments and liabilities. These solutions can be accessed via a range of investment vehicles. The Adviser also offers a range of hedging solutions for managing currency risk using specialized portfolio management tools and technology to ensure risk management is exceptionally strong. The Adviser s investment style for active management is multi-disciplined and diversified. The Adviser seeks to capture the primary drivers of a broad range of global currencies as consistently as possible. The approach is to build a portfolio of long/short currency positions based on their relative fundamentals, incorporating different timeframes, macro-themes and idiosyncratic views. The Adviser believes a combination of both quantitative and qualitative assessments is the best way to add value for its clients. Commodities The Adviser believes the combination of fundamental, quantitative and technical analysis can help avoid common problems in commodities investing and help capture excess returns versus the benchmark. The Adviser individualizes the investment process for each commodity based on their unique characteristics: Sector-specific analysts develop a fundamental view on each commodity; Quantitative tools help to identify the optimal investment opportunity on each commodity curve; and Technical signals are used to guide implementation. Absolute Return and Opportunistic Fixed Income The absolute return team invests flexibly across a diverse set of fixed income strategies, taking advantage of the entire fixed income spectrum to diversify sources of return. The strategy has complete flexibility to help mitigate rate and credit risk while capitalizing on opportunities. The strategy focuses on absolute return, meaning it is benchmark agnostic and seeks to produce uncorrelated, low volatility returns across all market environments. It draws on three different strategies to diversify sources of return: Beta: Aim to maximize risk-adjusted returns through tactical shifts between fixed income sectors. Alpha: Leverage niche market expertise to uncover market opportunities for uncorrelated, low volatility sources of return. Hedges: Systematically use cash and short positions to dampen portfolio volatility and preserve capital. 17

19 Global Liquidity The Adviser delivers two main strategies to its clients with consistent, disciplined risk management and superior client focus. The Liquidity Strategy focuses on principal preservation and liquidity, and is designed to protect client interests through a conservative investment philosophy and a strong focus on credit analysis. The Managed Reserves Strategy, which is highly customizable to individual client risk tolerances and needs, seeks to outperform the returns of a money market fund while retaining focus on preservation of principal by carefully managing interest rate and credit risk. Liquidity Strategy The Adviser has an integrated investment process, from strategic allocations to portfolio construction, which focuses on credit analysis. A strong credit process is at the core of the Adviser s philosophy and is a direct reflection of its conservative investment culture. A team of more than 20 credit research analysts support the Global Liquidity business. Each analyst follows an assigned list of industries or sectors, loosely based on the corporate component of the broad market indices. Analysts are responsible for all issuers in their sectors and across all maturities and ratings categories to ensure the consistency of the analytical approach. In doing their reviews, credit analysts rely on an in-depth analysis of company, industry, and competitor information. The Adviser does not solely rely on outside rating agencies to make its credit assessments. Analysts are responsible for independently evaluating the creditworthiness of existing holdings and potential new issues for all portfolios. The Adviser supplements proprietary information with sell-side research and selected database services; however, this input is of secondary importance. In addition, the significant trading presence in the markets facilitates the gathering of market information by the in-house trading desk. This assessment is supplemented by meetings with company management. The output of the credit research is two-fold; first, a documented credit analysis of each company the Adviser follows with relative value opinions, and second, for short-term instruments, the maintenance of a proprietary approved-forpurchase list. The approved-for-purchase list is an internal database accessible to portfolio managers, credit researchers and senior management. It includes a list of all counterparties with which the Adviser is comfortable adding exposure within the funds, a maximum tenor limit for those exposures, a concentration limit and a nominal dollar limit for the exposure to the counterparty across the Global Liquidity business in aggregate, and an internal credit rating. All of these distinct pieces of data are ways that the analyst can communicate their outlook for a particular issuer and their judgment of the associated risk. Portfolio managers pick investments solely from the approved-for-purchase list, which is incorporated into the risk and control systems to ensure continuous compliance with fund guidelines. The portfolio managers have no authority to buy issues that are not on the approved-for-purchase list. The investment process for the Liquidity Strategy involves four key stages: determining the macroeconomic outlook; assessing the credit quality of potential investments and identifying investment opportunities to construct portfolios in line with investment objectives; working closely with clients to ensure that the Adviser meets their cash flow requirements; and, finally, monitoring positions to manage risk and ensure compliance with investment guidelines. 18

20 Managed Reserves Strategy The Adviser employs a disciplined approach that is driven by fundamental research and focuses on duration, sector allocation and security selection decisions. Duration and yield curve exposure is managed based on the Adviser s views on future interest rate levels, keeping in mind clients cash flow requirements. The Adviser targets diversified sources of portfolio returns using internally generated fundamental, quantitative and technical research. Economic Outlook Each month, senior investment professionals from the Managed Reserves Investment Committee ( MRIC ) meet to discuss the fundamental outlook for the economy, focusing on factors such as GDP growth, unemployment and interest rates. Data from a range of internal and external economic sources are compiled and debated by the team, and a consensus view is established. This view is then translated into investment themes which guide portfolio decisions. Scenario Analysis The portfolio management team utilizes scenario analysis tools to evaluate security and portfolio performance in different environments to help determine optimal portfolio positioning on the yield curve and across sectors. Model Portfolio Using the results of the scenario analysis, the portfolio management team develops a model portfolio for the Managed Reserves Strategy. This portfolio includes the optimal yield curve and sector positions identified during the scenario analysis, focusing in particular on those positions that performed well across all economic scenarios. The model portfolio guides portfolio construction and is updated bi-monthly. While this process determines broad sector allocation, it is then up to the credit analysts to perform bottom-up security selection within their sectors. Portfolio Construction Using the model portfolio as a base, all portfolios are constructed in line with client guidelines. Individual securities are selected based on their relative value and ability to achieve client investment objectives. Rigorous credit analysis forms the foundation for security selection. Only those securities included on the approved-for-purchase list, developed by the Adviser s in-house credit research team, can be incorporated into Managed Reserves portfolios. Portfolio positions are monitored daily by the portfolio management team and reviewed monthly by the Managed Reserves Investment Policy Committee ( MRIPC ). Please note that each portfolio is highly customizable to each client s guidelines. Permissible security types, as well as maximum maturity, minimum credit quality, maximum allocation by sector, maximum duration, minimum average overall credit quality, as well as many other criteria, are customized to each individual client s requirements, and can be updated as market conditions/business cycles change. 19

21 Global Real Assets When making global real asset investments, the Adviser makes investment decisions based upon a variety of factors, including, without limitation, a fulsome macro and micro research analysis and a quantitative financial analysis. Such factors ensure the performance viability of the proposed investment and its compatibility with a client s investment strategy and objectives. Prior to making an investment, the Adviser requires the approval of an investment committee, whose review includes consideration of the following factors, among others, and as appropriate to the asset class: cash flow and debt assumptions, return models, property/operational history, location analysis, environmental analysis, investment proposal, transaction structure (equity/debt), investment strengths and weaknesses, tenant/customer analysis, replacement cost analysis, research assessment, comparable sales and lease analysis, and investment recommendation. Multi Asset Solutions (MAS) The Adviser develops and manages multi-asset, multi-manager and/or multi-strategy portfolio solutions to a broad range of investment objectives. The group s investment capabilities encompass the complete spectrum from traditional to alternative asset classes globally. The Adviser manages the following types of strategies: Target Date Strategy -- Glide-path oriented target date funds designed to maximize defined contribution participant income replacement upon retirement. Target Risk Strategy -- Asset-based benchmark oriented global multi-asset strategies designed to deliver compelling risk-adjusted excess returns over a market cycle; we manage across a range of stated benchmarks which include a variety of traditional and alternative asset classes. Active risk positions are expressed as over-and-underweights versus the benchmarks asset weights. In some cases we may hold non-benchmark exposures. Thematic/Flexible/Total Return/Liability Aware Strategies -- Start with an investment challenge such as to achieve a specific return goal, a need to outperform liabilities, generate income, provide exposure to real assets or deliver inflation protection. Additional risk objectives such as to minimize the risk of losing capital may be present as well. The group employs a holistic investment approach with a flexible portfolio construction process for these strategies, since objectives are formulated without reference to individual asset classes in which to invest or traditional asset-based benchmarks. Single Asset Strategies -- Operate separately from the group s principal investment process by focusing on a single asset class (e.g., Global Convertibles) and follow a rigorous bottom-up selection approach. Stock selection is the key driver of performance in these types of portfolios. Quantitative/Alternative Beta Strategies -- Operate separately from the group s principal investment process by relying on a model driven investment and portfolio construction process based on proprietary risk factor models. The strategies are primarily implemented through the use of financial derivative instruments and often employ structural leverage. 20

22 Passive & Enhanced Beta (Index) Strategies -- Also independent from the group s principal investment process, the Adviser manages passive and enhanced index strategies. The Adviser s principal investment process constructs portfolios from the insights it generates through several differentiated proprietary research approaches, resulting in thoughtfully selected assets from an extensive global platform. The investment process starts with a Strategic Asset Allocation Framework which is based upon long-term capital market assumptions and asset allocation research. The group generates its insights from the three main areas of research: fundamental research, quantitative analysis, and manager research. Fundamental Research -- The Adviser performs economic and market analysis to identify, study, and monitor investment themes, establishing high conviction macro views over an intermediate time horizon. Quantitative Research -- The Adviser develops and maintains a suite of Tactical Asset Allocation ( TAA ) models. The quantitative models used by the Advisor systematically seek to capture the relative mispricings within and across global markets. This process utilizes a structured, multi-factor, risk-managed framework designed to identify uncorrelated pair-wise relative value exposures across and within asset classes. Manager Research -- The Multi-Asset Solutions Manager Research Team assesses investment team philosophies/objectives, processes, and performance to gauge alpha generation potential within each asset class and to determine whether there is a fit for a strategy within a multi-asset portfolio. Fit includes confidence in the asset class, its contribution to diversification and the strategy s ability to achieve alpha expectations. The Multi-Asset Solutions Portfolio Management Teams may add or replace strategies if there is a relative preference for an alternative strategy that can improve portfolio results. The insights generated by the three areas of research are then used as inputs in the various strategy and portfolio management team meetings operated by the Adviser. The strategy and portfolio management team meetings are designed to identify the product-specific investment characteristics that best reflect the group s investment insights and convictions. Directed by the respective Chief Investment Officers, and supported by tools developed by research, the group s portfolio managers construct portfolios tailored to the specific client objectives and restrictions. The portfolio managers determine the final portfolio positions and transactions, security and fund selection, as well as monitor the underlying investment. As mentioned above, for certain clients, JPMIM may manage portfolios by allocating portfolio assets among various securities, including underlying JPMorgan Funds, on a discretionary basis using one or more of its proprietary investment models. In so doing, JPMIM buys, sells, exchanges and/or transfers underlying funds based upon the investment strategy. JPMIM s management using these models complies with the requirements of Rule 3a-4 of the 1940 Act. Rule 3a-4 provides similarly managed accounts, such as the models, with a safe harbor from the definition of an investment company. Securities in the model are usually exchanged and/or transferred without regard to a client s individual tax ramifications. 21

23 Private Equity Successful private equity investing depends to a large degree on the ability to attract and develop a steady flow of quality investment opportunities, and to select investments that will provide superior riskadjusted returns from these opportunities. The Private Equity Group of the Adviser (the Private Equity Group ) generally manages two types of private equity investments for its clients: (i) investments in third party managed private equity funds ( Fund Investments ) and (ii) direct investments in private equity portfolio companies ( Direct Investments ). If a potential investment advances through the extensive due diligence process outlined below, it will be presented for approval to the investment professionals of the Private Equity Group. A consensus of the investment professionals of the Private Equity Group of the Adviser is required to approve an investment. Fund Investments When reviewing potential investments in third party managed private equity funds, the Private Equity Group takes a bottom-up approach designed to assess the probability of a third party sponsor s future success, and focuses on the track record and reputation of the principals, their investment thesis and investment strategy, the sponsor s decision making process and the sponsor s relevant past performance. The investment selection process for Fund Investments requires initial screening of new proposals, introductory meetings and extensive due diligence. After a potential investment in a fund has been initially approved by the Private Equity Group, the Private Equity Group and legal counsel will work with the sponsor and its counsel on the review and, when appropriate, negotiation of the governing agreements of the fund, with a focus on management fees, distribution policy, claw-back provisions, ERISA and other legal and tax issues. Direct Investments Direct Investments in companies are primarily sourced by the Private Equity Group through its relationships in the industry, which may include, but are not limited to, its relationships with fund sponsors and other portfolio companies in which the Adviser s clients invest. Important investment criteria for Direct Investments include projected returns, the attractiveness of the industry, the company s relative position in its industry, valuation, quality and depth of the management team, type of security issued, and other legal and tax considerations. The Private Equity Group will also consider the company s business plan, industry analysis, the legal terms of the transaction and features of the security being issued, management, financial analysis (historical and projected financials, return analysis, sensitivity analyses), and legal, environmental and other contingent liability analysis. Investments in Public Equities Backed by Private Equity Sponsors The Adviser manages a public equity mandate ( PEM ) on behalf of a separately managed account designed primarily to purchase concentrated positions in publicly-traded companies recently backed by private equity sponsors, with the goal of maximizing the value of investments typically within a 12-month time frame. 22

24 Private Equity Distribution Management The Adviser s Private Equity Distribution Management (PEDM) program is designed to manage private equity in-kind distributions with the goal of maximizing cash-to-cash returns on private equity investments. Specifically, the PEDM program seeks to complete the private equity cycle with the objective of: Maximizing returns on the sale of distributed securities, relative to distribution price; and Returning capital to investors as quickly as possible to maximize reinvestment opportunities for the client A potential conflict of interest may occur if PEDM holds or sells a security at the same time that PEM acquires, holds, sells or otherwise transacts in the same security. The Adviser has implemented procedures and rules of trading designed to mitigate potential conflicts of interest and prohibit, for example, PEM from purchasing shares on the same day that PEDM sells shares in the same company, subject to certain exceptions. Please see Item 11, Section D. Conflicts of Interest Created by Contemporaneous Trading for further information on this conflict of interest. B. Material, Significant, or Unusual Risks Relating to Investment Strategies The investment strategies utilized by the Adviser depend on the requirements of the client and the investment guidelines associated with the client s account. Each strategy is subject to material risks. An account or fund may not achieve its objective if the Adviser s expectations regarding particular securities or markets are not met. The Adviser will disclose the risk factors for a particular strategy to the client, and in the case of pooled investment funds, the Adviser will disclose the risk factors associated with the fund s investment strategy in the prospectus, offering memorandum or other materials of the fund. Set forth below are some of the material risk factors that are often associated with the investment strategies and types of investments relevant to many of the Adviser s clients. The information included in this Brochure does not include every potential risk associated with each investment strategy or applicable to a particular client account. Clients are urged to ask questions regarding risk factors applicable to a particular strategy or investment product, read all product-specific risk disclosures and determine whether a particular investment strategy or type of security is suitable for their account in light of their specific circumstances, investment objectives and financial situation. General Market Risk. Economies and financial markets throughout the world are becoming increasingly interconnected, which increases the likelihood that events or conditions in one country or region will adversely impact markets or issuers in other countries or regions. Equity Securities Risk. Exposure to equity securities (such as stocks) creates more volatility may be more volatile and carries more risks than some other forms of investment. The price of equity securities may rise or fall because of changes in the broad market or changes in a company s financial condition, sometimes rapidly or unpredictably. These price movements may result from factors affecting individual companies, sectors or industries selected for the Fund s portfolio or the securities market as a whole, such as changes in economic or political conditions. When the value of securities goes down, your 23

25 investment decreases in value. The price of equity securities may rise or fall, sometimes rapidly or unpredictably, because of economic or political changes or changes in a company s financial condition. These price movements may result from factors affecting individual companies, sectors or industries selected for an underlying fund s portfolio, or the securities market as a whole (such as changes in economic or political conditions). Income Securities Risk. Investments in income securities will change in value based on changes in interest rates and are subject to the risk that a counterparty will fail to make payments when due or default. If rates rise, the value of these investments drops. Certain underlying funds invest in variable and floating rate loan assignments and participations (loans) and other variable and floating rate securities. Although these instruments are generally less sensitive to interest rate changes than other fixed rate instruments, the value of floating rate loans and other securities may decline if their interest rates do not rise as quickly, or as much, as general interest rates. Given the historically low interest rate environment, risks associated with rising rates are heightened. Certain underlying funds invest in mortgage-related and asset-backed securities including so-called sub-prime mortgages that are subject to certain other risks including prepayment and call risks. When mortgages and other obligations are prepaid and when securities are called, an underlying fund may have to reinvest in securities with a lower yield or fail to recover additional amounts (i.e., premiums) paid for securities with higher interest rates, resulting in an unexpected capital loss and/or a decrease in the amount of dividends and yield. Mortgage-related and asset-backed securities may decline in value, face valuation difficulties, be more volatile and/or be illiquid. The risk of default for sub-prime mortgages is generally higher than other types of mortgage-back securities. The structure of some of these securities may be complex and there may be less available information than other types of debt securities. Some of the underlying funds invest in securities issued or guaranteed by the U.S. government or its agencies and instrumentalities (such as the Government National Mortgage Association (Ginnie Mae), the Federal National Mortgage Association (Fannie Mae) or the Federal Home Loan Mortgage Corporation (Freddie Mac)). Securities, such as those issued or guaranteed by Ginnie Mae or the U.S. Treasury, that are backed by the full faith and credit of the United States are guaranteed only as to the timely payment of interest and principal when held to maturity. Notwithstanding that these securities are backed by the full faith and credit of the United States, circumstances could arise that would prevent the payment of principal and interest. Securities issued by U.S. government related organizations, such as Fannie Mae and Freddie Mac, are not backed by the full faith and credit of the U.S. government and no assurance can be given that the U.S. government will provide financial support. Model Risk. Some strategies may include the use of various proprietary quantitative or investment models. Investments selected using models may perform differently than expected as a result of changes from the factors historical and predicted future - trends, and technical issues in the implementation of the models, including, for example, issues with data feeds. Moreover, the effectiveness of a model may diminish over time, including as a result of changes in the market and/or changes in the behavior of other market participants. A model s return mapping is based partially on historical data regarding particular economic factors and securities prices. The operation of a model, similar to other fundamental, active investment processes, may result in negative performance, including returns that deviate materially from historical performance, both actual and pro-forma. For a model-driven investment process and again similar to other, fundamental, and active investment processes, there is no guarantee that the use of models will result in effective investment outcomes for clients. 24

26 Foreign Securities Risk. Investments in foreign currencies and foreign issuers are subject to additional risks, including political and economic risks, civil conflicts and war, greater volatility, currency fluctuations, higher transactions costs, delayed settlement, possible foreign controls on investment, expropriation and nationalization risks, liquidity risks, and less stringent investor protection and disclosure standards of foreign markets. Events and evolving conditions in certain economies or markets may alter the risks associated with investments tied to countries or regions that historically were perceived as comparatively stable becoming riskier and more volatile. These risks are magnified in countries in emerging markets. These countries may have relatively unstable governments and less-established market economies than developed countries. Emerging markets may face greater social, economic, regulatory and political uncertainties. These risks make emerging market securities more volatile and less liquid than securities issued in more developed countries. Government Securities Risk. Some strategies invest in securities issued or guaranteed by the U.S. government or its agencies and instrumentalities. With respect to securities issued or guaranteed by U.S. government-related organizations that are not backed by the full faith and credit of the U.S. government, there is no assurance that the U.S. government would provide financial support to these agencies, instrumentalities or government-sponsored enterprises if it is not obligated to do so by law. High Yield Securities Risk. Certain strategies invest in securities and instruments that are issued by companies that are highly leveraged, less creditworthy or financially distressed. These investments (known as junk bonds) are considered to be speculative and are subject to greater risk of loss, greater sensitivity to interest rate and economic changes, valuation difficulties, and potential illiquidity. Derivatives Risk. Certain strategies may use derivatives. Derivatives, including forward currency contracts, futures, options and commodity-linked derivatives and swaps, may be riskier than other types of investments because they may be more sensitive to changes in economic and market conditions, and could result in losses that significantly exceed the Fund s original investment. Many derivatives create leverage thereby causing the Fund to be more volatile than it would have been if it had not been exposed to such derivatives. Derivatives also expose the Fund to counterparty risk (the risk that the derivative counterparty will not fulfill its contractual obligations), including the credit risk of the derivative counterparty. Certain derivatives are synthetic instruments that attempt to replicate the performance of certain reference assets. With regard to such derivatives, the Fund does not have a claim on the reference assets and is subject to enhanced counterparty risk. Derivatives may not perform as expected, so the Fund may not realize the intended benefits. When used for hedging, the change in value of a derivative may not correlate as expected with the security being hedged. In addition, given their complexity, derivatives expose the Fund to risks of mispricing or improper valuation. Equity Investment Conversion Risks. A non-equity investment directly or indirectly held by a client, such as a convertible debt obligation, may convert to an equity security. Alternatively, an account may directly or indirectly acquire equity securities in connection with a restructuring event related to one or more of its non-equity investments. The client either directly or through an investment fund may be unable to liquidate the equity investment at an advantageous time from a pricing standpoint. Furthermore, an underlying investment fund may continue to hold an investment if its manager believes it is in the best interest of the fund. Continued holding of such investments may adversely affect the portfolio. Commodity Risk. Certain strategies have exposure to commodities. Exposure to commodities, commodity-related securities and derivatives may subject an underlying fund to greater volatility than investments in traditional securities, particularly if the instruments involve leverage. The value of 25

27 commodity-linked investments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity. In addition, to the extent that an underlying fund gains exposure to an asset through synthetic replication by investing in commodity-linked investments rather than directly in the asset, it may not have a claim on the applicable underlying asset and will be subject to enhanced counterparty risk. High Portfolio Turnover Risk. Certain funds and accounts engage in active and frequent trading leading to increased portfolio turnover, higher transaction costs, and the possibility of increased capital gains, including short-term capital gains that may be a taxable event to clients. Asset-Backed, Mortgage-Related and Mortgage-Backed Securities Risk. Certain strategies invest in mortgage-related and asset-backed securities including so-called sub-prime mortgages that are subject to certain other risks including prepayment extension and call risks. Since mortgage borrowers have the right to prepay principal in excess of scheduled payments, there is a risk that borrowers will exercise this option when interest rates are low to take advantage of lower refinancing rates. When that happens, the mortgage holder will need to reinvest the returned capital at the lower prevailing yields. This prepayment risk, as well as the risk of a bond being called, can cause capital losses. Conversely, when rates rise significantly, there is a risk that prepayments will slow to levels much lower than anticipated when the mortgage was originally purchased. In this instance, the risk that the life of the mortgage security is extended can also cause capital losses, as the mortgage holder needs to wait longer for capital to be returned and reinvested at higher prevailing yields. Mortgage-related and asset-backed securities may decline in value, face valuation difficulties, be more volatile and/or be illiquid. Smaller Companies Risk. Certain strategies invest in securities of smaller companies. Investments in smaller companies may be riskier than investments in larger, companies. Securities of smaller companies tend to be less liquid than securities of larger companies. In addition, small companies may be more vulnerable to economic, market and industry changes. Because economic events have a greater impact on smaller companies, there may be greater and more frequent changes in their stock price. This may cause unexpected and frequent decreases in the value of an account s investments. Finally, emerging companies in certain sectors may not be profitable and may not realize earning profits in the foreseeable future. Currency Risk. Changes in foreign currency exchange rates may affect the value of portfolio securities and devaluation of a currency by a country s government or banking authority also will have a significant impact on the value of any investments denominated in that currency. Currency markets generally are not as regulated as securities markets. Liquidity Risk. Investments in some equity and privately placed securities, structured notes, or other instruments may be difficult to purchase or sell, possibly preventing the sale of these illiquid securities at an advantageous price or at the time desired. A lack of liquidity may also cause the value of investments to decline and the illiquid investments may also be difficult to value. Geographic and Sector Focus Risk. Certain strategies and funds concentrate their investments in a region, small group of countries, an industry or economic sector, and as a result the value of the portfolio may be subject to greater volatility than a more geographically or sector diversified portfolio. Investments in issuers within the same country, state, geographic region, industry or economic sector, which may experience adverse economic, business, political or other concern may impact the value of the investments more so than if its investments were not so concentrated. Also, concentrated investments 26

28 may result in adverse securities markets, exchange rates or economic events which may occur in that country, region, industry, or economic sector. A change in the value of a single investment within the account may affect the overall value of the account and may experience greater losses than an account that holds more diversified investments. Exchange Traded Fund Risk. Certain strategies and funds make use of ETFs. ETFs use an indexing approach and may be affected by a general decline in market segments or asset classes relating to its underlying index. Each ETF invests in securities and instruments included in, or representative of, its underlying index regardless of the investment merits of the underlying index. ETFs generally will not be able to duplicate exactly the performance of the underlying indexes they seek to track. Although ETFs are generally listed on securities exchanges, there can be no assurances that an active trading market for such ETFs will be maintained. In addition, secondary market trading in ETFs may be halted by a national securities exchange because of market conditions or for other reasons. Index Funds Risk. Index funds are not actively managed and are designed to track the performance and holdings of a specified index. Securities may be purchased, held and sold by an index fund or an account following an index strategy at times when an actively managed fund would not do so. There is also the risk that the underlying performance of an index fund may deviate from the performance of the index. Growth Investing Risk. Growth investing attempts to identify companies that the Adviser believes will experience rapid earnings growth relative to value or other types of stocks, Growth stocks may trade at higher multiples of current earnings compared to value or other stocks, leading to inflated prices and thus potentially greater declines in value. Value Investing Risk. Value investing attempts to identify companies that are undervalued according to the Adviser s estimate of their true worth. A value stock may decrease in price or may not increase in price as anticipated by the Adviser if other investors fail to recognize the company s value or the factors that the Adviser believes will cause the stock price to increase do not occur. Real Estate Risk. There are certain risks associated with the development, construction and/or ownership of real estate and the real estate industry in general, including: the burdens of ownership of real property; local, national and international economic conditions; the supply and demand for properties; the financial condition of tenants, buyers and sellers of properties; changes in interest rates and the availability of mortgage funds which may render the sale or refinancing of properties difficult or impracticable; changes in environmental laws and regulations, planning laws, fiscal and monetary policies and other governmental rules; environmental claims arising with respect to properties acquired with undisclosed or unknown environmental problems or with respect to which inadequate reserves have been established; changes in real property tax rates; changes in energy prices; negative developments in the economy that depress travel activity; uninsured casualties; force majeure acts, terrorist events, underinsured or uninsurable losses; and other factors which are beyond the reasonable control of the applicable investment fund or its investment adviser. In addition, as recent experience during the financial crisis has demonstrated, real estate assets are subject to long-term cyclical trends that give rise to significant volatility in values. Many of these factors could cause fluctuations in occupancy rates, rent schedules, or operating expenses, and may adversely impact returns. The value of investments may fluctuate significantly due to 27

29 these factors among others and may be significantly diminished in the event of a sudden downward market for real estate and real estate-related assets. The returns available from investments depend on the amount of income earned and capital appreciation generated by the relevant underlying properties, as well as expenses incurred in connection therewith. If properties do not generate income sufficient to meet operating expenses, including amounts owed under any third-party borrowings and capital expenditures, returns will be adversely affected. In addition, the cost of complying with governmental laws and regulations and the cost and availability of third-party borrowings may also affect the market value of and returns from real estate and real estate related investments. Returns would be adversely affected if a significant number of tenants were unable to pay rent or if properties could not be rented on favorable terms. Certain significant fixed expenditures associated with purchasing properties (such as third-party borrowings, taxes and maintenance costs) may stay the same or increase even when circumstances cause a reduction in returns from properties. Real Estate Securities Risk. The value of real estate securities in general, and Real Estate Investment Trusts ( REITs ) in particular, are subject to the same risks as direct investments in real estate and mortgages, and their value will be influenced by many factors including the value of the underlying properties or the underlying loans or interests. The underlying loans may be subject to the risks of default or of prepayments that occur later or earlier than expected and such loans may also include so-called subprime mortgages, commercial mortgage-backed securities, etc. The value of these securities will rise and fall in response to many factors, including economic conditions, the demand for rental property, interest rates and, with respect to REITs, the management skill and creditworthiness of the issuer. In particular, the value of these securities may decline when interest rates rise and will also be affected by the real estate market and by the management of the underlying properties. REITs may be more volatile and/or more illiquid than other types of equity securities. Private Equity Specific Risks. The structure of private equity investment vehicles presents certain risks, apart from the portfolios of investments, of which investors should be aware. Long-term commitment required - A commitment is a long-term investment. The expected term of each investment vehicle can be up to fifteen years. The investment vehicles may draw down the capital commitments of investors at any time during their term. There will be a substantial period of time during which investors may be obligated to provide capital without receiving any return and regardless of the performance of the investment vehicles. Investors should be willing to hold their interests until the liquidation of the investment vehicles. Lack of control by investors - Investors will not have the ability to select, veto or cause the sale or other disposition of any investments by the investment vehicles or to determine the timing of any takedown, distribution or liquidation of the investment vehicles. Carried interest and other fees allocated or payable to J.P. Morgan and third party managers - An affiliate of the Advisor may receive a carried interest or performance fees from certain of the clients of the Private Equity Group. In addition, the general partner or managers of Fund Investments in which clients of the Private Equity Group invest typically will receive a carried interest or performance fee based on a percentage of the net profits realized by investors in the Fund Investments. Certain Direct Investments made by clients of the Private Equity Group may also be subject to a carried interest or performance fee. The carried interest allocated the affiliate of Advisor, and the carried interest or performance fee payable to managers of Fund Investments or Direct Investments may create an incentive for the Advisor and such managers to make investments that are riskier or more speculative than would be the case in the absence of 28

30 such compensation arrangements. Moreover, the carried interest or performance fee and any other fees payable to managers of Partnership Investments or Direct Investments indirectly will be paid by investors in the Partnership and will reduce the return that ultimately would be payable to clients of the Private Equity Group. Availability of investment and disposition opportunities - Certain investment vehicles invest in pooled vehicles that may in turn, face difficulties in identifying, investing in, financing and disposing of attractive private equity opportunities, and the investment vehicle will be dependent on the ability of the investment managers of these pooled vehicles, who will not be related to or controlled by JPMorgan Chase & Co., to locate, evaluate, select, manage and dispose of these opportunities. Illiquidity; Restrictions on transfer and withdrawal - An investment in the investment vehicles will be highly illiquid. Except in certain very limited circumstances investors will not be permitted to transfer their interests without the prior written consent of the board of managers or general partner of the relevant investment vehicle, which may be granted or withheld in its sole discretion. The transferability of interests in the investment vehicles also will be subject to certain restrictions contained in the substantive documents and restrictions on resale imposed under applicable securities laws. Market and economic risks - Investments may be materially affected by market, economic and political conditions in the United States and in the non-u.s. jurisdictions in which it invests or operates, including factors affecting interest rates, the availability of credit, currency exchange rates and trade barriers. These factors are outside the control of the Advisor and could adversely affect the liquidity and value of the investments and reduce the ability to make new investments. Penalty for default - An investor that defaults in any payment with respect to its capital commitment to an investment vehicle will be subject to substantial penalties, which may include for each event of default a reduction in its interest in such investment vehicle corresponding to a reduction in its capital contributions (but not below zero) by an amount equal to 25 percent of its capital commitment. Diversification risk - Each investment vehicle may make only a limited number of investments and, as a consequence, the aggregate return on investments may be substantially adversely affected by the unfavorable performance of one or a small number of the investments. Risks of corporate finance and venture capital investments - Investments made in connection with acquisition transactions are subject to a variety of special risks, including the risk that the acquiring company has paid too much for the acquired business, the risk of unforeseen liabilities, the risks associated with new or unproven management or new business strategies and the risk that the acquired business will not be successfully integrated with existing businesses or produce the expected synergies. Venture companies may be in a conceptual or early stage of development, may not have a proven operating history, may have products that are not yet developed or ready to be marketed or that have no established market. Companies may face significant fluctuations in operating results, may need to engage in acquisitions or divestitures of assets in order to compete successfully or survive financially, may 29

31 be operating at a loss, may be engaged in a rapidly changing business with products subject to a substantial risk of obsolescence, may require substantial additional capital to support their operations, to finance expansion or to maintain their competitive position, or otherwise may have a weak financial condition. Companies may be highly leveraged and, as a consequence, subject to restrictive financial and operating covenants. The leverage may impair the ability of these companies to finance their future operations and capital needs. As a result, these companies may lack the flexibility to respond to changing business and economic conditions, or to take advantage of business opportunities. Companies may face intense competition, including competition from companies with far greater financial resources, more extensive development, manufacturing, marketing and other capabilities, and a larger number of qualified managerial and technical personnel. Counterparty Risk. An account may have exposure to the credit risk of counterparties with which it deals in connection with the investment of its assets, whether engaged in exchange traded or off-exchange transactions or through brokers, dealers, custodians and exchanges through which it engages. In addition, many of the protections afforded to cleared transactions, such as the security afforded by transacting through a clearing house, might not be available in connection with over-the-counter ( OTC ) transactions. Therefore, in those instances in which an account enters into OTC transactions, the account will be subject to the risk that its direct counterparty will not perform its obligations under the transactions and will sustain losses. Regulatory Risk. Pending and ongoing regulatory reform may have a significant impact on JPMIM s investment advisory business. On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act ( Dodd-Frank ) was signed into law in the United States. Dodd-Frank is expansive in scope and requires the adoption of extensive regulations and numerous regulatory decisions in order to be implemented fully. Dodd-Frank may significantly change JPMIM s operating environment and the financial markets in general in unpredictable ways. It is not possible to predict the ultimate effects that Dodd-Frank, or subsequent regulations and decisions, will have upon JPMIM s business and operations. Provisions of Dodd-Frank referred to as the Volcker Rule restrict the ability of a banking entity (including JPMC and its affiliates and subsidiaries, including JPMIM) to acquire or retain an equity, partnership or other ownership interest in, or sponsor, a covered fund (which is defined to include certain pooled investment vehicles) and prohibits certain transactions between such fund and JPMC and its affiliates. Among other things, the Volcker Rule generally prohibits covered funds from engaging in transactions that would cause a banking entity or its affiliates to have credit exposure to a covered fund managed by its affiliates, that would involve or result in a material conflict of interest between the banking entity and its clients, customers or counterparties, or that would result, directly or indirectly, in a material exposure by the banking entity to high-risk assets or high-risk trading strategies. These restrictions could materially adversely affect accounts that are, or are invested in covered funds, including because the restrictions could limit a covered fund from obtaining seed capital, loans or other commercial benefits from JPMIM. As a result, the Volcker Rule impacts the method by which JPMIM seeds, invests in and operates its private investment funds, including private equity funds and hedge funds. The impact of the Volcker Rule on liquidity and pricing in the broader financial markets is unknown at this time. The Volcker Rule became effective on July 21, 2012, and the final regulations became effective on April 1, 2014, subject to a conformance period. Other than with respect to certain legacy investments in and relationships with covered funds and foreign funds that were in place prior to December 31, 2013 ( legacy 30

32 covered funds ), all of a banking entity s activities, investments and transactions with or involving a covered fund (other than an investment in or a relationship with a legacy covered fund) must be in conformance with the Volcker Rule after July 21, On December 18, 2014, the Board of Governors of the Federal Reserve System (the Federal Reserve ) granted an extension of the conformance period with respect to legacy covered funds until July 21, 2016, and indicated that it would likely grant a final further extension of the conformance period for legacy covered funds until July 21, Under the Bank Holding Company Act ( BHCA ), if JPMIM were deemed to control a JPMIM-managed pooled investment vehicle, this may result in restrictions on transactions and relationships between the JPMIM-managed pooled investment vehicles and JPMCB, as well as restrictions on the investments and transactions by, and the operations of, the JPMIM-managed pooled investment vehicles. In addition, JPMIM and/or its funds could become designated as a systemically important financial institution ( SIFI ) and become subject to direct supervision by Federal Reserve. If JPMIM were designated a SIFI, it could be subject to enhanced prudential, supervisory and other requirements, such as risk-based capital requirements; leverage limits; liquidity requirements; resolution plan and credit exposure report requirements; concentration limits; a contingent capital requirement; enhanced public disclosures; short-term debt limits; and overall risk management requirements. Further, final regulations adopted under Dodd-Frank, relating to regulation of swaps and derivatives, will impact the manner by which JPMIM and JPMIM-advised funds and accounts use and trade swaps and other derivatives, and may increase the costs of derivatives trading. Similarly, JPMIM s management of funds and accounts that use and trade swaps and derivatives may be adversely impacted by recently adopted changes to the Commodity Futures Trading Commission regulations. Other jurisdictions outside the United States in which JPMIM operates are also in the process of devising or considering more pervasive regulation of many elements of the financial services industry, which could have a similar impact on JPMIM and the broader markets. Similarly, foreign regulators have recently passed and it is expected that they will continue to pass legislation and changes that may affect certain clients, including the European Commission Directive on Alternative Investment Fund Managers ( AIFMD ), which has imposed certain requirements and restrictions on third party managers to which JPMIM allocates client assets. The Adviser may take certain actions to limit its authority in respect of client accounts in order to reduce the impact of regulatory restrictions on the Adviser or its clients. In addition, there have been recent legislative, tax and regulatory changes and proposed changes that may apply to the activities of the Adviser that may require legal, tax and regulatory changes, including requirements to provide additional information pertaining to a client account to the Internal Revenue Service or other taxing authorities. Regulatory changes and restrictions imposed by regulators, selfregulatory organizations and exchanges vary from country to country and may affect the value of client investments and their ability to pursue their investment strategies. Any such rules, regulations and other changes, and any uncertainty in respect of their implementation, may result in increased costs, reduced profit margins and reduced investment and trading opportunities, all of which may negatively impact performance. Short Selling Risk. Certain strategies may engage in short selling. Client accounts will incur a loss as a result of a short sale if the price of the security sold short increases in value between the date of the short sale and the date on which the account purchases the security to replace the borrowed security. In addition, a lender may request, or market conditions may dictate, that securities sold short be returned to 31

33 the lender on short notice, and the account may have to buy the securities sold short at an unfavorable price. If this occurs, any anticipated gain to the account may be reduced or eliminated or the short sale may result in a loss. The account s losses are potentially unlimited in a short sale transaction. Short sales are speculative transactions and involve special risks, including greater reliance on the Adviser s ability to accurately anticipate the future value of a security. Furthermore, taking short positions in securities results in a form of leverage which may cause the account to be more volatile. C. Risks Associated with Particular Types of Securities See Item 8.B for a summary of the risks associated with certain types of securities and asset classes. ITEM 9 Disciplinary Information A. Criminal or Civil Proceedings The Adviser has no material civil or criminal actions to report. B. Administrative Proceedings Before Regulatory Authorities On October 14, 2015, JPMIM entered into a settled administrative proceeding with the SEC related to alleged violations of Rule 105 of Regulation M under the Securities Exchange Act of As part of the settlement, JPMIM neither admitted nor denied the findings in the Order issued by the SEC. Rule 105 generally prohibits purchasing an equity security in a public offering if the purchaser sold short the same security during a defined restricted period (generally five business days before the public offering). The Order alleges that, in certain instances from 2009 to 2012, JPMIM, on behalf of certain client accounts, sold short securities within the restricted period followed by purchases of the same securities in public offerings in violation of the Rule. The Order does not find that JPMIM engaged in any intentional violation of the Rule or that any clients of JPMIM were harmed. The SEC acknowledged in the Order that JPMIM had cooperated with the SEC staff and promptly undertaken actions to enhance its compliance with Rule 105. Pursuant to the settlement, JPMIM was ordered to cease and desist from committing or causing any future violations of Rule 105, and JPMIM agreed to pay a total of $1,084, in disgorgement, prejudgment interest, and penalties. This payment has been borne in full by JPMIM. C. Self-Regulatory Organization ( SRO ) Proceedings The Adviser has no material SRO disciplinary proceedings to report. 32

34 A. Broker-Dealer Registration Status ITEM 10 Other Financial Industry Activities and Affiliations JPMIM is not a registered broker-dealer; however, some of JPMIM s management persons are registered with the Financial Industry Regulatory Authority ( FINRA ) as representatives of J.P. Morgan Institutional Investments Inc. ( JPMII ), an affiliated broker-dealer, if necessary, or appropriate to perform their responsibilities. JPMorgan Distribution Services, Inc. ( JPMDS ), an affiliated broker-dealer, serves as the distributor for the JPMorgan Funds. B. Futures Commission Merchant, Commodity Pool Operator, or Commodity Trading Advisor Registration Status JPMIM is registered with the U.S. Commodity Futures Trading Commission (the CFTC ) as a commodity trading advisor and commodity pool operator. JPMIM is also a member of the National Futures Association (the "NFA"). The NFA and CFTC each administer a comparable regulatory system covering futures contracts, swaps and various other financial instruments in which certain clients and pooled vehicles may invest. JPMIM filed a notice of claim for exemption pursuant to CFTC Rule 4.7 in April Rule 4.7 exempts a commodity trading advisor and a commodity pool operator that files a notice of claim for exemption from having to provide a CFTC-mandated Disclosure Document to certain highly accredited clients known as Qualified Eligible Participants ( QEPs ) who consent to their accounts being Rule 4.7-exempt QEP accounts. Accordingly, the Adviser is exempt from the requirement to provide a Disclosure Document with respect to its Rule 4.7-exempt QEP accounts. In accordance with Rule 4.7, the Adviser must prominently display the following CFTC-specified disclosure statement in this Brochure. PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS BROCHURE IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMODITY FUTURES TRADING COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR BROCHURE. In addition, many of JPMIM s management persons are registered with the NFA as Associated Persons of JPMIM, if necessary or appropriate to perform their responsibilities. 33

35 C. Material Relationships or Arrangements with Industry Participants The Adviser is part of a large financial services firm. In connection with providing investment advisory services to its clients, the Adviser from time to time uses or recommends its own products and services or those of its affiliates or other related persons. For example, in selecting actively managed underlying funds for the JPMorgan Funds registered funds of funds, the Adviser limits its selection to mutual funds in the JPMorgan family of mutual funds. The Adviser does not consider or canvass the universe of unaffiliated investment companies available, even though there may be unaffiliated investment companies that may be more appropriate for the JPMorgan Fund of Funds or that have superior returns. The Adviser s affiliates providing services to the JPMorgan Funds benefit from additional fees when a JPMorgan Fund is included as an underlying fund in a JPMorgan Fund of Funds. The Adviser also manages accounts on behalf of affiliated entities of JPMIM, which creates conflicts of interest related to the Adviser s determination to use, suggest, or recommend the services of such entities. The particular services involved will depend on the types of services offered by the affiliate. Broker-Dealers The Adviser uses JPMII, an affiliate, to facilitate the distribution of certain pooled investment funds. JPMDS, an affiliate, serves as the distributor for the JPMorgan Funds. The Adviser benefits from the distribution services of these affiliated distributors or placement agents as they increase the assets upon which the Adviser s fees are based. The Adviser and the broker-dealers have procedures in place to identify any conflicts of interest and have established controls to mitigate these risks. Additionally, the Adviser relies on the fact that broker-dealers are members of and regulated by FINRA and have procedures to comply with sales practices regulated by FINRA that may arise from such activities. J.P. Morgan Securities LLC ( JPMS ), an affiliate, is dually registered as a broker-dealer with FINRA and an investment adviser with the SEC. JPMS is also registered as a futures commission merchant with the CFTC. JPMS is a wholly-owned subsidiary of JPMC. Pursuant to the 1940 Act, persons affiliated with the registered JPMorgan Funds and persons who are affiliated with such persons are prohibited from dealing with the registered JPMorgan Fund as principal in the purchase and sale of securities unless an exceptive order allowing such transactions is obtained from the SEC. The SEC has granted exceptive orders permitting certain registered JPMorgan Funds to engage in principal transactions with JPMS involving taxable and tax-exempt money market instruments (including commercial paper, banker acceptances and medium term notes) and repurchase agreements. The orders are subject to certain conditions, which are intended to avoid potential conflicts of interest. The Adviser has controls in place to monitor its ongoing compliance with the conditions. The Adviser also utilizes JPMS as a futures commission merchant for clearing purposes only, and transactions are not executed with the affiliate and as a placement agent for some of JPMIM s private funds. Investment Companies or Other Pooled Investment Vehicles JPMIM is the investment adviser or sub-adviser for various exchanged traded funds, open-end and closed-end investment companies registered under the 1940 Act, and sponsored by the Adviser or affiliated registered investment advisers. JPMIM is the primary adviser to the U.S. mutual funds complex known as the JPMorgan Funds. In addition, JPMIM also serves as the adviser to other pooled investment vehicles, including private funds exempt from registration under the 1940 Act, and various registered and unregistered investment 34

36 companies and pooled investment vehicles organized or formed under the laws of other countries and jurisdictions. Partnerships and Limited Liability Companies From time to time, the Adviser or its related persons act as a general partner or special limited partner of a limited partnership, or managing member or special member of a limited liability company to which the Adviser serves as an adviser or sub-adviser. The Adviser and related persons may solicit the Adviser s clients to invest in such limited partnerships or limited liability companies, for which the Adviser or a related person may receive compensation. The Adviser also provides services to unregistered funds in which a related person is acting as a general partner or managing member. From time to time, related persons of the Adviser serve as a director of a non-u.s. investment company for which the Adviser may solicit clients to invest. For a list of such funds, please refer to Section 7.B of Schedule D in Form ADV Part 1A. In addition, certain portfolio managers or employees of the Adviser currently serve and are expected to serve as directors of certain portfolio companies in which client assets (such as private funds) managed by the Adviser invest and, in that capacity, will be required to make decisions that they consider to be in the best interests of the portfolio company. In certain circumstances, such as in situations involving bankruptcy or near insolvency of the portfolio company, actions that may be in the best interests of the portfolio company may not be in the best interests of the Adviser s clients. Accordingly, in these situations, conflicts of interest will likely arise between an individual s duties as a member of the investment team or officer or employee of the Adviser and such individual s duties as a director of the portfolio company. Additionally, the Adviser or its related persons may enter into transactions with a portfolio company (for example, a property lease), which may create a conflict of interest. While it is generally expected that any such transaction would be on arm s length terms, it is possible that the portfolio company may pay higher fees or receive fewer benefits in the transaction than it would if the counterparty to the transaction were an entity other than JPMC, which will ultimately impact the client portfolios performance and returns. The Adviser is guided when appropriate by more specific policies and procedures in relation to such conflicts and consistent with its overall obligations as a fiduciary to its clients. Recommendations and Investments Related to Affiliates For certain accounts and on a discretionary basis with client consent, the Adviser invests client assets in funds that are advised by the Adviser, including the JPMorgan Funds. In general, client assets invested in these funds will be excluded from the calculation of investment management fees payable to the Adviser. In addition, with the consent of the client, free cash balances are generally invested in shares of an affiliated money market fund. In such cases, clients are advised that the value of the money market fund shares will be included in determining both the Adviser s investment management fee, and the Adviser s management fee as adviser to the affiliated money market fund. The Adviser recommends its affiliated investment advisers to clients, and with client consent, the Adviser invests client assets in funds managed by its affiliates. These affiliated investment advisers include Bear Stearns Asset Management Inc., Gavea Investimentos Ltda., Highbridge Capital Management LLC, JF International Management Inc., J.P. Morgan Alternative Asset Management Inc., JPMorgan Asset 35

37 Management (Canada) Inc., JPMorgan Asset Management (UK) Limited, and Security Capital Research & Management Inc. The Adviser faces a conflict of interest between making allocations and reallocations in the interest of its clients and making such allocations and reallocations in the interest of such affiliated investment advisers. In order to avoid a number of conflicts of interest in such scenarios, the Adviser generally does not charge dual level fees as described in Item 5.E. Additional conflicts are addressed in Item 11B. Participating Affiliates JPMIM may engage foreign affiliated advisers, including advisers that are not registered as investment advisers with the SEC (a participating affiliate arrangement ), to provide advice or research to JPMIM for use with its U.S. clients. In a participating affiliate arrangement, a single entity (e.g., JPMIM) registers with the SEC, and its affiliates, which are unregistered foreign advisers, offer investment services to U.S. clients. The participating affiliate advisers must be staffed with personnel (whether physically located in the U.S. or abroad) who are capable of providing investment advice. The participating affiliates act in accordance with a series of SEC no-action letters requiring that participating affiliates remain subject to the regulatory supervision of both JPMIM and the SEC. JPMIM has or intends to have advisory or subadvisory relationships with affiliates, including participating affiliate relationships, with the participating affiliates. JPMorgan Asset Management (Japan) Limited, JPMorgan Funds (Asia) Limited, JF Asset Management Limited and JPMorgan Asset Management (Singapore) Limited are participating affiliates of JPMIM. They are not registered as investment advisers under the Advisers Act; however, JPMIM and the participating affiliates comply with the conditions of the SEC no-action letters. Insurance Companies The Adviser acts as adviser, sub-adviser, and/or as marketing agent for a series of unit-linked pooled funds of JPMorgan Life Limited, a United Kingdom insurance company. Pricing and Trading Platforms PricingDirect Inc. ("PricingDirect") is an approved pricing vendor and an affiliate of the Adviser. PricingDirect is used as a primary pricing source for emerging market debt securities or secondary pricing source for certain OTC derivatives and fixed income securities. PricingDirect has an evaluation methodology for certain fixed income securities and OTC derivatives that is widely relied upon within the industry. Markit Group Ltd. ( Markit ) is also an approved pricing vendor and an affiliate of the Adviser. Markit is used as a primary pricing source for bank loans and certain OTC derivatives. Markit is a recognized industry provider of independent valuations. Valuations received by the Adviser from these affiliated pricing services are the same as those provided to other affiliated and unaffiliated entities. The Adviser utilizes established controls to oversee all pricing services, including those provided by affiliated and unaffiliated entities. Controls include, but are not limited to, ongoing and routine due diligence reviews of prices received from affiliated and unaffiliated sources. JPMC and its affiliates, including the Adviser, own interests in electronic communication networks and alternative trading systems (collectively ECNs ), although these interests are not significant enough to 36

38 cause the ECNs to be designated as an affiliate of the Adviser. The Adviser currently owns a minority interest in Luminex Trading and Analytics LLC ( LTA ), an SEC registered broker-dealer and alternative trading system and has a representative on LTA s Board of Directors. The Adviser from time to time executes client trades through LTA and other ECNs in which JPMC and its affiliates hold an interest. In such cases, an affiliate will be indirectly compensated proportionate to its ownership interest. However, the Adviser will only execute a trade through an ECN that is a related person where the Adviser reasonably believes it to be in the best interests of clients and the requirements of applicable law have been satisfied. In addition, the Adviser may execute foreign currency transactions using ECNs in which an affiliate may have an equity interest. As discussed in further detail in Item 12, the Adviser strives to ensure that transactions with affiliates and related persons are subject to the Adviser s duty of achieving best execution for its clients. Affiliated Index Provider The Adviser may, from time to time, assist unaffiliated entities in creating indexes that are tracked by certain exchange-traded funds (ETFs) utilized by the Adviser. In addition, the Adviser or one of its affiliates may create indexes that the ETFs may track. Outside Counsel Engagement JPMC and its affiliates have entered into arrangements with service providers that include fee discounts for services rendered to JPMC and its affiliates. For example, certain law firms retained by JPMC or one or more of its affiliates discount their legal fees based upon the type and volume of services provided to JPMC or its affiliates. The cost of legal services paid by the Adviser s clients is separately negotiated and is not included in the negotiation or calculation of the JPMC rate and, as a result, the fees that are charged to the clients typically reflect higher billing rates. In the event that legal services are provided jointly to JPMC or its affiliates and a client with respect to a particular matter, the client and JPMC will each bear their pro-rata share of the cost of such services which may reflect the JPMC discount or a higher rate, depending on the facts and circumstances of the particular engagement. D. Material Conflicts of Interest Relating to Other Investment Advisers JPMIM uses the advisory services of unaffiliated investment advisers and also affiliated investment advisers for certain accounts, including certain JPMorgan Funds. However, as described in Item 5.E, JPMIM does not receive compensation from the unaffiliated investment advisers for retaining their services. Where an unaffiliated investment adviser provides sub-advisory services, the unaffiliated adviser is paid a portion of the advisory fees JPMIM receives from the client. Therefore, JPMIM clients do not incur additional fees as a result of these relationships. Lastly, JPMIM avoids business relationships with other investment advisers that create a material conflict of interest. See Item 10.C for a discussion of relationships that JPMIM has with other investment advisers that are subsidiaries of JPMC. 37

39 ITEM 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. Code of Ethics JPMIM and its registered investment advisory affiliates have adopted the JPMAM Code of Ethics (the Code of Ethics ) pursuant to Rule 204A-1 under the Advisers Act. The Code of Ethics is designed to ensure that JPMIM employees comply with applicable federal securities laws and place the interests of clients first in conducting personal securities transactions. The Code of Ethics imposes certain restrictions on securities transactions in the personal accounts of covered persons to help avoid conflicts of interest, as described more fully below. A copy of the Code of Ethics is available free of charge to any client upon request by contacting your client service representative or financial adviser. Additionally, all JPMIM employees are subject to the JPMC firm-wide policies and procedures found in the JPMC Code of Conduct (the Code of Conduct ). The Code of Conduct sets forth restrictions regarding confidential and proprietary information, information barriers, private investments, outside business activities and personal trading. All JPMC employees, including JPMIM employees, are required to comply with the Code of Conduct s terms as a condition of continued employment. Code of Ethics The Code of Ethics requires JPMAM s employees and other supervised persons to place the interests of JPMAM clients before their own personal interests at all times and to avoid any actual or potential conflicts of interest. All actual or potential conflicts of interest must be disclosed to the JPMAM Compliance Department, including those resulting from an employee s business or personal relationships with customers, suppliers, business associates, competitors of JPMC, or with other JPMC employees. Certain transactions or activities may be restricted by the Code of Conduct, the Code of Ethics or Compliance policies. The Code of Ethics contains policies and procedures relating to: Personal trading, including reporting and pre-clearance requirements for all employees of the Adviser; Confidentiality obligations to clients set forth in the JPMC Privacy Policy; and Employee conflicts of interest, including policies relating to restrictions on trading in securities of clients and suppliers, gifts and entertainment, political and charitable contributions and outside business activities. In general, the personal trading rules under the Code of Ethics require that accounts of employees and associated persons be maintained with a designated broker and that all trades in reportable securities for such accounts be pre-cleared and monitored by Compliance personnel. The Code of Ethics also prohibits certain types of trading activity, such as short-term and speculative trades. Employees of the Adviser must obtain approval prior to engaging in all covered security transactions, including those issued in private placements. In addition, employees of the Adviser are not being permitted to buy or sell securities issued by JPMC during certain periods throughout the year. Certain Access Persons (defined 38

40 as persons with access to non-public information regarding the Adviser s recommendations to clients, purchases, or sales of securities for client accounts and advised funds) are prohibited from executing personal trades in a security or similar instrument five business days before and after a client or fund managed by that Access Person transacts in that security or similar instrument. Information Barrier Policies As part of a large financial services company, the Adviser may have access to material non-public information ( MNPI ) about JPMC, its clients and other companies that conduct business with JPMC. The Adviser s system of information barriers is designed to restrict the flow of MNPI, satisfy applicable fiduciary duties, and protect the integrity of the Adviser s investment processes. The Adviser relies on its information barriers to preserve confidential information, mitigate potential conflicts and comply with applicable laws and regulations. The Adviser s information barriers serve to prevent the inappropriate flow of MNPI and confidential information to and from the Adviser, to other public and private JPMC lines of business, and between the Adviser s sub lines of business. The Adviser s barriers include written policies and procedures to limit the sharing of such information on a need to know basis only and include various physical, technical and procedural controls to safeguard such information. From time to time, the Adviser and its employees may acquire MNPI from non-jpmc sources. Pursuant to JPMC s barrier and safeguarding policies, when such information is obtained, the Adviser and its employees are prohibited from using the information to buy or sell securities until the information has been publicly disclosed or is no longer deemed material. Under certain circumstances, the Adviser may conclude that transactions in a particular security need to be restricted and therefore, the security may be placed on a restricted list or banned list. While the security is on the restricted list or banned list, the Adviser typically prohibits purchases, sales or other transactions in the security. The reasons for placing a security on the restricted list or banned list include, but are not limited to: (i) preventing the Adviser from exceeding regulatory investment limitations with respect to the securities of companies in certain regulated industries, such as insurance companies and public utilities; (ii) avoiding a concentration in any particular issues; (iii) buttressing an information barrier by preventing the appearance of impropriety in connection with trading decisions or recommendations; and (iv) preventing the use or appearance of the use of inside information. These information barrier policies and safeguards restrict the Adviser s ability to access certain information, which, if known to the Adviser, could cause the Adviser to seek to dispose of, retain or increase interests in investments held by clients or acquire certain positions on behalf of its clients, or other information that may be relevant to the management of client assets, while other advisers, including affiliated advisers, have broad access to information and trade differently from the Adviser potentially based on such information not available to the Adviser. B. Securities in which the Adviser or a Related PersonHas a Material Financial Interest From time to time the Adviser recommends, purchases, or sells securities for client accounts in which it, or related persons, has a financial interest. As an example, the Adviser can select, on a discretionary basis, funds in which the Adviser acts as the investment manager, including funds that may hold illiquid securities or funds to which it or related persons have provided seed capital. In certain circumstances, the 39

41 Adviser s related persons issue recommendations on securities held by the Adviser s client portfolios that are contrary to investment activities of the Adviser. Additionally, employees of the Adviser or its related persons may hold the same or similar securities as client portfolios, and from time to time may recommend such securities for purchase or sale in clients portfolios in the normal course of business. Similarly, employees or related persons of the Adviser who maintain private equity interests may hold the same or similar interest as client portfolios. Furthermore, the Adviser and its related persons may invest in a private fund on behalf of their clients, and thereby hold a significant portion of the interests in such private fund. This may give rise to certain conflicts. For instance, preferential terms may be granted to JPMC clients as a result of the aggregate size of the commitments by all of such JPMC clients to a private fund, and the Adviser and its related persons could have an incentive not to withdraw an investment from any such private fund when they might otherwise wish to do so for a client in order to preserve the preferential terms for all of their clients. The Adviser has established governance protocols (including approvals by committee and control groups) and informational barriers and has adopted various policies and safeguards in order to address conflicts of interest that may arise from such activities. In addition, the Adviser has mechanisms in place to assess its management of conflicts of interest, to monitor and test such mechanisms and to provide ongoing employee training. When permitted by applicable law and the Adviser s policy, the Adviser, acting on behalf of its advisory accounts, from time to time enters into transactions in securities and other instruments with or through JPMC and its affiliates and related persons, and causes accounts to engage in principal transactions, cross transactions, and agency cross transactions. There are inherent or potential conflicts of interest or regulatory issues relating to these transactions which could limit the Adviser s decision to engage in these transactions for accounts. The Adviser faces a conflict of interest when it engages in a principal or agency transaction on behalf of its clients, because such transactions result in additional compensation to JPMC. The Adviser has developed policies and procedures which address such conflicts of interest, and any principal, cross or agency cross transaction will be effected in accordance with fiduciary requirements, applicable law, and internal policy. Principal Transactions In a principal transaction, the Adviser, acting on behalf its advisory accounts, buys a security from, or sells a security to, the account of a client via the Adviser s own account without using a brokerage firm to facilitate the trade. The Adviser may, from time to time, and subject to applicable laws and internal policy, engage in a principal transaction with a client if the Adviser reasonably believes that the transaction will be in the best interests of the client. Section 206(3) of the Adviser s Act requires that the Adviser obtain consent prior to entering into a principal transaction with a client. Accordingly, the Adviser will notify the client that the trade will be conducted on a principal basis with the Adviser or a related person and obtain the client s consent prior to the completion of the transaction. Before entering into a principal transaction with the Adviser or a related person, the Adviser will attempt to obtain competitive quotes from nonrelated persons that the Adviser reasonably believes are in a position to quote favorable prices for the transaction. If permitted by law, authorized by the client in writing and in the client s best interest, the Adviser or its related persons may on occasion, lend securities held in a client s account to a related person, subject to applicable law and the disclosure and consent policies described above. 40

42 Cross and Agency Cross Transactions A cross transaction occurs when the Adviser arranges a transaction between different advisory clients where they buy and sell securities or other instruments from, or to each other. For example, in some instances a security to be sold by one client account may independently be considered appropriate for purchase by another client account. In such cases, the Adviser may, but is not required, to cause the security to be crossed or transferred directly between the relevant accounts at an independently determined market price and without incurring brokerage commissions, although customary custodian fees and transfer fees may be incurred, no part of which will be received by the Adviser. The Adviser faces potentially conflicting duties of loyalties and responsibilities to the parties in such transactions. No such transactions will be effected unless the Adviser determines that the transaction is in the best interest of each client account and permitted by applicable law. Where a registered investment company participates in a cross trade, the Adviser will comply with procedures adopted pursuant to Rule 17a-7 under the 1940 Act and related regulatory authority. An agency cross transaction occurs if JPMC or an affiliate acts as broker for, and receives a commission from, a client account of the Adviser on one side of the transaction and a brokerage account on the other side of the transaction in connection with the purchase or sale of securities by the Adviser s client account. The Adviser faces potentially conflicting duties of loyalties and responsibilities to the parties in such transactions. If permitted in writing by a client, from time to time the Adviser may effect client transactions on an agency basis in securities, futures and options through affiliated broker-dealers when, in the Adviser s judgment, the transactions are consistent with its duty of best execution. As aforementioned, the Adviser s affiliate may be entitled to receive a commission for effecting such transactions. Futures Execution and/or Clearing The Adviser s related persons may provide futures execution and/or clearing services for a fee. For certain institutional accounts, the Adviser or a related person may execute client-directed orders through a related person on an agency basis. In these cases, the Adviser or related person acts in a fiduciary capacity, and the other related person will receive normal consideration for services rendered. Please see Item 12.A.3 for additional information regarding conflicts of interest associated with directed brokerage. Potential Conflicts Related to JPMIM s Activities The Adviser may invest in direct private equity offerings which involve an advisory affiliate and/or related person who are participants in the offering. Although clients of the Adviser may participate in the same offering at the same purchase price as the Adviser, advisory affiliates and/or related persons may sell prior to, and at a higher price than the Adviser s clients. Similarly, the Adviser may participate in such offerings at a higher price than advisory affiliates and/or related persons that may already hold an equity position in the issuer. Such investments may provide a return of capital for an existing investment by a related person. In order to address potential conflicts of interest arising from such activities, the Adviser has created a process for direct investing which includes a requirement to pre-clear direct investments with the Conflicts Office. The Conflicts Office was established by JPMC to review business activities in order to avoid or manage any actual or perceived conflicts of interests and/or reputational risks. The 41

43 Conflicts Office works closely with JPMAM Legal, Compliance and senior business heads to address any such conflicts. In the ordinary course of business, and subject to compliance with applicable regulations, the Adviser or related persons provide the initial funding necessary to establish new funds for the purpose of developing new investment strategies and products. These "seeded" funds may be in the form of registered investment companies, private funds such as partnerships, limited liability companies and may invest in the same securities as other client accounts. Such investments will be redeemed from time to time as permitted by the governing documentation of such funds and applicable regulations. A large redemption of shares by the Adviser could result in the fund selling securities when it otherwise would not have done so, accelerating the realization of capital gains and increasing transaction costs. A large redemption could significantly reduce the assets of a fund, causing a higher expense ratio and decreased liquidity. From time to time, the Adviser uses derivatives to hedge all or a portion of these seed capital investments. As a result of the infusion of seed capital from the Adviser or related person, the Adviser may be precluded from buying or selling certain securities, including, but not limited to, IPOs. These funds and accounts may, and frequently do, invest in the same securities as client accounts. The Adviser's policy is to treat such accounts in the same manner as client accounts for purposes of trading allocation. The Adviser or related person, from time to time, makes a proprietary investment in U.S. or non-u.s. pooled investment vehicles that may also include client assets managed by the Adviser or another unaffiliated entity. As a result of such investment, the Adviser may receive representation on the pooled investment s board of directors, advisory committee or another similar group, and may participate in general operating activities. Additionally, certain of the Adviser's employees are permitted to invest in these pooled vehicles managed by the Adviser and they may benefit from the investment performance of those funds and accounts. In order to manage conflicts of interest that arise in connection with such activities, the Adviser requires all employees to report their participation to the board of directors, advisory committee or other similar committees to the JPMC corporate secretary and the JPMAM Compliance Department. In addition, employees investments in private placements must be pre-cleared. The JPMAM Compliance Department is responsible for reviewing these pre-clearance requests and monitoring the activities of employees holding such positions for conformity with JPMIM policies. The Volcker Rule may prohibit or limit the ability of the Adviser and its affiliates to engage in certain of these activities in the future. Among other things, the Volcker Rule generally prohibits pooled investment vehicles from engaging in transactions that would cause a banking entity or its affiliates to have credit exposure to a pooled investment vehicle managed by its affiliates, that would involve or result in a material conflict of interest between the banking entity and its clients, customers or counterparties, or that would result, directly or indirectly, in a material exposure by the banking entity to high-risk assets or highrisk trading strategies. These restrictions could materially adversely affect accounts that are, or are invested in, pooled investment vehicles, because the restrictions could limit a pooled investment vehicle from obtaining seed capital, loans or other commercial benefits from the Adviser. If permitted by a client s investment objectives, and subject to compliance with applicable law, regulations and exemptions, the Adviser will purchase securities for client accounts during an underwriting or other offering of such securities in which a broker-dealer affiliate of the Adviser acts as a manager, comanager, underwriter or placement agent. The Adviser s affiliate typically receives a benefit in the form of management, underwriting or other fees. Affiliates of the Adviser may also act in other capacities in such offerings and the affiliate will receive a fee, compensation, or other benefit for such services. 42

44 From time to time, JPMIM or its affiliates may engage in transactions that may be deemed investments in an affiliate. For example, JPMIM may purchase on behalf of its clients securities offered by a company in which JPMIM is a current investor, or in which an employee and/or an affiliate of JPMIM may serve as a director, officer or in another similar capacity. Depending on the percentage of the issuer company s securities held by JPMIM, and the type of investment vehicle holding the securities, JPMIM or its affiliate may become an affiliate of the issuer company. Such transactions may cause JPMIM or its affiliates to receive a direct or indirect benefit (e.g., JPMIM may receive advisory fees on the portion of client holdings invested in such affiliated issuers). Purchases involving affiliated broker-dealers, or other affiliates of the Adviser, must comply with the Advisers Act, the 1940 Act, any other applicable laws (such as ERISA with respect to employee benefit plan clients), and any prohibited transaction exemptions. In addition, the Adviser may, subject to applicable law, participate in structured fixed income offerings of securities in which a related person acting on behalf of an issuer serves as trustee, depositor, originator, service agent or other service provider, and receives fees for such service. The related person may act as the originator of loans or receivables for the structured fixed income offerings in which the Adviser may invest for clients. Participation in such offerings may directly or indirectly relieve obligations of a related person. Such relationships may at times indirectly preclude the Adviser from engaging in certain transactions on behalf of its clients and may constrain the investment flexibility of client portfolios. For example, when the Adviser s affiliate is the sole underwriter of an initial or secondary offering, the Adviser s clients could not purchase in the offering. In such case the number of securities and counterparties available to the Adviser s clients will be fewer than are available to clients of advisers that are not affiliated with major broker dealers.. In addition, clients direct or indirect investments in the securities, secured loans or other obligations of companies affiliated with JPMC or in which the Adviser or its related persons have an equity, debt or other interest may result in other clients of the Adviser, the Adviser or its related persons being relieved of obligations. The purchase, holding and sale of investments by the Adviser on behalf of its clients may enhance the profitability of JPMC s own investments in and its activities with respect to such companies. From time to time and subject to applicable law, the Adviser may invest in fixed income or equity instruments or other securities that represent a direct or indirect interest in securities of JPMC or its affiliates, including JPMC stock. The Adviser will receive advisory fees on the portion of client holdings invested in such instruments or other securities and may be entitled to vote or otherwise exercise rights and take actions with respect to such instruments or other securities on behalf of its clients. Generally, such activity occurs when a client account includes an index or enhanced index strategy that targets the returns of certain indices in which JPMC securities are a key component. The Adviser has implemented guidelines for rebalancing a client s portfolio when it involves the purchase or sale of the securities of the Adviser or one of its affiliates and minimizes the level of investment in securities of the Adviser and its affiliates. In addition, the Adviser utilizes a third party proxy voting firm to vote shares of the securities of the Adviser or one of its affiliates that are held in a client account. When permitted by applicable law and a client's investment guidelines, and when considered by the Adviser to be in the client's best interest, the Adviser may invest the assets of the client in various collective investment vehicles and other securities investment vehicles with respect to which the Adviser 43

45 or its affiliates may receive compensation for advisory, administration, trust or other services. When required by law, client consent will be obtained with respect to these investments. Also, the Adviser may waive all or part of its investment advisory fee with respect to assets invested in the fund or investment vehicle. Certain portfolio managers of the Adviser that manage funds-of-funds have access to the holdings and may have knowledge of future investment strategies and techniques of certain underlying funds because they are portfolio managers of separately managed accounts following similar strategies as a fund-offunds. They therefore face conflicts of interest in the timing and amount of allocations to an underlying fund, as well as in the choice of an underlying fund. As part of a global financial services firm, the Adviser may be precluded from effecting or recommending transactions in certain client portfolios as a result of applicable law and/or other conflicts of interest. As a result, client portfolios managed by the Adviser may be precluded from acquiring, or disposing of, certain securities or instruments from time to time. This includes, but is not limited to, the securities issued by JPMC. However, with respect to voting proxies on behalf of the Adviser s clients, the Adviser, as a fiduciary, will vote proxies independently and in the best interests of its clients, as described in Item 17. In addition, potential conflicts of interest also exist when JPMC maintains certain overall investment limitations on positions in securities or other financial instruments due to, among other things, investment restrictions imposed upon JPMC by law, regulation, contract or internal policies. These limitations have precluded and, in the future could preclude, certain clients from purchasing particular securities or financial instruments, even if the securities or financial instruments would otherwise meet the investment objectives of such clients. For example, there are limits on the aggregate amount of investments by affiliated investors in certain types of securities that may not be exceeded without additional regulatory or corporate consent. There are also limits on the writing of options by an investment fund that could be triggered based on the number of options written by the Adviser on behalf of other investment advisory clients. If certain aggregate ownership thresholds are reached or certain transactions are undertaken, the ability of a client to purchase or dispose of investments, or exercise rights or undertake business transactions, will be restricted. Certain portfolio managers of the Adviser may manage multiple client accounts or investment vehicles, but these portfolio managers or employees of the Adviser are not required to devote all or any specific portion of their working time to the affairs of any specific clients and conflicts of interest from time to time do arise in allocating management time, services or functions among such clients, including clients that may have the same or similar type of investment strategies. The Adviser addresses this conflict by disclosing it to clients and through its supervision of portfolio managers and their teams. C. Investing in Securities that the Adviser or a Related Person Recommends to Clients The Adviser or one of its related persons may, for its own account, buy or sell securities or other instruments that the Adviser has recommended to clients or purchased or sold for its clients. In addition, JPMC or the Adviser s related persons may provide financial, consulting, investment banking, advisory, brokerage (including prime brokerage) and other services to, and receive customary compensation from, an entity which is the issuer of an equity or debt security held by clients, such as private funds managed by the Adviser or the portfolio companies in which such private funds invest. When the Adviser invests the assets of private funds in such equity or debt securities, such investments generally benefit JPMC or the Adviser s related persons that provide services to such issuers. In addition, in providing such services, 44

46 JPMC or the Adviser s related persons may act in a manner that is directly detrimental to the Adviser s clients. Any fees or other compensation received by JPMC in connection with such activities will not be shared with the Adviser s clients. Such compensation could include financial advisory fees, monitoring fees, adviser fees or fees in connection with restructurings or mergers and acquisitions, as well as underwriting or placement fees, financing or commitment fees, trustee fees and brokerage fees. Furthermore, although the private funds investments in such instruments benefit JPMC and other related persons, the activities of the JPMC and related persons are generally carried out independent of the Adviser s clients investments and may be directly detrimental to the Adviser s clients interests. The Adviser has established informational barriers and has adopted various policies and safeguards in order to address conflicts of interest that may arise from such activities. For additional information regarding such informational barriers, policies and safeguards, please see Item 11.A. D. Conflicts of Interest Created by Contemporaneous Trading The Adviser and its related persons may recommend securities to clients that the Adviser and its related persons may also purchase or sell. As a result, positions taken by the Adviser and its related persons may be the same as or different from, or made contemporaneously or at different times than, positions taken for clients of the Adviser. As these situations involve actual or potential conflicts of interest, the Adviser has adopted policies and procedures relating to personal securities transactions, insider trading and other ethical considerations. These policies and procedures are intended to identify and mitigate actual and perceived conflicts of interest with clients and to resolve such conflicts appropriately if they do occur. The policies and procedures contain provisions regarding preclearance of employee trading, reporting requirements and supervisory procedures that are designed to address potential conflicts of interest with respect to the activities and relationships of related persons that might interfere or appear to interfere with making decisions in the best interest of clients, including the prevention of front-running. In addition, the Adviser has implemented monitoring systems designed to ensure compliance with these policies and procedures. The Adviser and/or its affiliates ( JPMorgan Chase ) perform investment services, including rendering investment advice, to varied clients. The Adviser, JPMorgan Chase, and their directors, officers, agents, and/or employees render similar or differing investment advisory services to clients and may give advice or exercise investment responsibility and take such other action with respect to any of its other clients that differs from the advice given or the timing or nature of action taken with respect to another client or group of clients. This may include, for example, implementing on behalf of an investor in an investment fund via a separately managed account, a hedge or collar on such investment fund s returns. It is the Adviser's policy, to the extent practicable, to allocate, within its reasonable discretion, investment opportunities among clients over a period of time on a fair and equitable basis. One or more of the Adviser s other client accounts may at any time hold, acquire, increase, decrease, dispose, or otherwise deal with positions in investments in which another client account may have an interest from time-to-time. For instance, due to differences in investment strategies, the Adviser may sell a security for a client at the same time that it may hold or purchase the same security for a different client. The Adviser, JPMorgan Chase, and any of their directors, partners, officers, agents or employees, also buy, sell, or trade securities for their own accounts or the proprietary accounts of the Adviser and/or JPMorgan Chase. The Adviser and/or JPMorgan Chase, within their discretion, may make different 45

47 investment decisions and take other actions with respect to their own proprietary accounts than those made for client accounts, including the timing or nature of such investment decisions or actions. Further, the Adviser is not required to purchase or sell for any client account securities that it, JPMorgan Chase, and any of their employees, principals, or agents may purchase or sell for their own accounts or the proprietary accounts of the Adviser, or JPMorgan Chase or its clients. The Adviser, JPMorgan Chase, and their respective directors, officers and employees face a conflict of interest as they will have income or other incentives to favor their own accounts or proprietary accounts. Responsibility for managing the Adviser s client portfolios is organized according to investment strategies within asset classes. Generally, client portfolios with similar strategies are managed by portfolio managers in the same portfolio management group using the same or similar objectives, approach and philosophy. Therefore, portfolio holdings, relative position sizes, industry and sector exposures generally tend to be similar across similar portfolios. The Adviser faces conflicts of interest when the Adviser s portfolio managers manage accounts with similar investment objectives and strategies. For example, investment opportunities that may potentially be appropriate for certain clients may also be appropriate for other groups of clients, and as a result client accounts may have to compete for positions. There is no specific limit as to the number of accounts which may be managed or advised by the Adviser or its related persons. JPMIM has controls in place to monitor and mitigate against these potential conflicts of interest. Potential conflicts of interest also arise involving the allocation of securities transactions and allocation of limited investment opportunities, particularly for accounts that allow for the use of leverage. In certain instances, the same portfolio managers may manage accounts with less restrictive investment guidelines that allow for the use of leverage compared with accounts with more restrictive guidelines that only allow a limited use of leverage. In these accounts, the portfolio manager generally will allocate securities based on the account s market value inclusive of the desired leverage, which may give rise to a potential conflict of interest as the account with a greater market value may receiver a higher pro rata allocation of securities. Potential conflicts of interest may also arise as a result of the Adviser s current policy to endeavor to manage its clients portfolios so that the various requirements and liabilities imposed pursuant to Section 16 of the Securities Exchange Act of 1934 ( Section 16 and the Exchange Act, respectively) are not triggered. Section 16 applies, inter alia, to beneficial owners of 10% or more of any security subject to reporting under the Exchange Act. In addition to certain reporting requirements, Section 16 also imposes on such beneficial owner disgorgement requirement of short-swing profits deriving from purchase and sale or sale and purchase of the security, executed within a six-month period. The Adviser may be deemed to be a beneficial owner of securities held by its advisory clients. Consequently, and given the potential ownership level of the various Adviser s accounts and funds managed for its clients, the Adviser may limit the amount of, or alter the timing, of purchases of securities, in order not to trigger the foregoing requirements. That means that certain contemplated transactions that otherwise would have been consummated by the Adviser on behalf of its clients may not take place, may be limited in their size or may be delayed. Allocations of aggregated trades, particularly trade orders that were only partially completed due to limited availability (as is frequently the case in new issue offerings), could raise a potential conflict of interest because the Adviser has an incentive to allocate such securities to favored accounts. For example, the Adviser may receive more compensation from one account than it does from a similar account or may receive compensation based in part on the performance of one account, but not a similar account, which could incentivize the Adviser to allocate opportunities of limited availability to the account that generates more compensation for the Adviser. In addition, it may be perceived as a conflict of interest when activity 46

48 in one account closely correlates with the activity in a similar account, such as when a purchase by one account increases the value of the same securities previously purchased by another account, or when a sale in one account lowers the sale price received in a sale by a second account. If the Adviser manages accounts that engage in short sales of securities in which similar accounts invest, the Adviser could be seen as harming the performance of one account for the benefit of the account engaging in short sales if the short sales cause the market value of the securities to fall. Also, there may be certain private funds managed by the Adviser or related persons that hold exclusivity rights to certain investments and therefore, other clients may be prohibited from pursuing such investment opportunities and may find that their ability to participate in any particular opportunity may be substantially limited. The Adviser also faces conflicts of interest when the amount of an investment opportunity available to a private fund exceeds the amount the private fund is able to invest and the Adviser decides to offer co-investment opportunities to other clients, including any strategic investors that have a significant financial and business relationship with the Adviser. The Adviser may have an incentive to offer such co-investment opportunities to such parties in order to maintain its existing relationship with such parties or to influence such parties decision to participate in other financial or business relationships. In certain instances, the Adviser may cause a private fund to fund on behalf of certain co-investors with a view to selling down a portion of such investment to the co-investors at a later time. The private fund may not receive compensation for such activities and if the potential co-investors breach their covenant to purchase such investment, the private fund may have an allocation to an investment that is larger than originally anticipated In addition, it may be perceived as a conflict of interest when activity in one account closely correlates with the activity in a similar account, such as when a purchase by one account dilutes or increases the value of the same securities previously purchased by another account, or when a sale in one account lowers the sale price received in a sale by a second account. If the Adviser manages accounts that engage in short sales of securities in which similar accounts invest, the Adviser could be seen as harming the performance of one account for the benefit of the account engaging in short sales if the short sales cause the market value of the securities to fall. A conflict could arise when one or more client accounts invest in different instruments or classes of securities of the same issuer than those in which other clients invest. In certain circumstances, one or more client accounts have different investment objectives or could pursue or enforce rights with respect to a particular issuer in which other clients of the Adviser have also invested and these activities could have an adverse effect on such other clients. For example, if one client holds debt instruments of an issuer and another client holds equity securities of the same issuer, then if the issuer experiences financial or operational challenges, the client who holds the debt instrument may seek a liquidation of the issuer, whereas the other client who holds the equity securities may prefer a reorganization of the issuer. In addition, an issuer in which a client invests may use the proceeds of the client s investment to refinance or reorganize its capital structure which could result in repayment of debt held by JPMC or another client. If the issuer performs poorly following such refinancing or reorganization, the client s results will suffer whereas the other client s performance will not be affected because the other client no longer has an investment in the issuer. Conflicts are magnified with respect to issuers that become insolvent. It is possible that in connection with an insolvency, bankruptcy, reorganization, or similar proceeding, a client will be limited (by applicable law, courts or otherwise) in the positions or actions it will be permitted to take due to other interests held or actions or positions taken by JPMC. The Adviser addresses this conflict by disclosing it to clients It conducts ongoing account reviews and has policies and controls to identify and manage conflicts of interest. 47

49 The Adviser has established policies and procedures designed to manage the conflicts described above, where feasible the Adviser has allocation and order aggregation practices in place designed to achieve fair and equitable allocation and execution of investment opportunities among its client accounts over time, and these practices are designed to comply with securities laws and other applicable regulations. See Item 12.B for a description of these practices. The Adviser monitors a variety of areas, including compliance with account guidelines, IPO and new issue allocation decisions, compliance with the Code of Ethics, and any material discrepancies in the performance of similar accounts. The Adviser from time to time utilizes the services of affiliated pricing vendors for assistance with the pricing of certain securities. For additional information regarding affiliated pricing vendors, see Item 10.C. In addition, securities for which market quotations are not readily available, or are deemed to be unreliable, are fair valued in accordance with established policies and procedures. Fair value situations could include, but are not limited to: A significant event that affects the value of a security; Illiquid securities; Securities that have defaulted or are de-listed from an exchange and are no longer trading; or Any other circumstance in which it is determined that current market quotations do not accurately reflect the value of the security. There is an inherent conflict of interest where the Adviser or its affiliate values securities or assets in client accounts or provides any assistance in connection with such valuation and the Adviser is receiving a fee based on the value of such assets. Overvaluing certain positions held by clients will inflate the value of the client assets as well as the performance record of such client accounts which would likely increase the fees payable to the Adviser. With respect to certain private equity strategies, the valuation of investments may also affect the ability of the Adviser to raise successor funds. As a result, there may be circumstances where the Adviser is incentivized to determine valuations that are higher than the actual fair value of investments. In addition, the Adviser may value identical assets differently in different private funds due to, among others, different valuation guidelines applicable to such private funds or different third party pricing vendors. Also, it should be recognized that certain units within JPMC may assign a different value to identical assets than the Adviser because these units may have certain information regarding valuation techniques and models or other information relevant to the valuation of a specific asset or category of assets, which they do not share with the Adviser. The various lines of business within the Adviser typically will be guided by specific policies and requirements with respect to valuation of client holdings. Such policies may include valuations that are provided by third parties, when appropriate, as well as comprehensive internal valuation methodologies. 48

50 ITEM 12 Brokerage Practices A. Factors Considered in Selecting or Recommending Broker-Dealers for Client Transactions The Adviser selects brokers for the execution of transactions for client accounts in accordance with its best execution policies and procedures. In making a decision about best execution, the Adviser considers a number of factors including, but not limited to, the: Price per unit of the security; Broker's execution capabilities; Commissions charged; Broker's reliability for prompt, accurate confirmations and on-time delivery of securities; Broker s financial condition; Broker s ability to provide access to public offerings; and The Adviser is responsible for determining that the level of commission paid for each trade is reasonable in light of the service received. Commissions on brokerage transactions may be subject to negotiation. Negotiated commissions take into account the difficulty involved in execution, the extent of the broker s commitment of its own capital (if any), the amount of capital involved in the transaction, and any other services offered by the broker. One part of obtaining best execution is minimizing counterparty risk. The Adviser's Risk Management Department is responsible for: Setting risk policies and procedures worldwide; Monitoring implementation of these policies and procedures; and Reviewing and approving all proposed trading counterparties; In an effort to monitor and minimize counterparty risk, the Risk Management Department communicates the list of approved counterparties to the trading desks globally and relies heavily on proprietary research performed by the Adviser's global team of credit and research analysts to make its counterparty assessments. Monitoring credit exposures is an ongoing responsibility, and the Adviser adjusts limitations on exposure to counterparties as circumstances change. For wrap fee program accounts, the Adviser may have discretion to select brokers or dealers other than the wrap fee Program Sponsor or its affiliates when necessary to fulfill its duty to seek to achieve best execution of transactions for its clients accounts. However, brokerage commissions and other charges 49

51 for transactions not effected through the Program Sponsor or its affiliates are charged to the client in addition to the bundled fee being paid by the client. The Adviser limited ability to monitor or evaluate the trade execution quality or influence the nature and quality of the services that such clients obtain from the wrap fee Program Sponsor or its affiliates. 1. Research and Other Soft Dollar Benefits The Adviser's primary objective in broker-dealer selection is to comply with its duty to obtain best execution of orders for clients. Best execution does not necessarily mean the lowest commission, but instead involves consideration of a number of factors as noted in Item 12.A.. The Adviser may pay the broker-dealer with soft or commission dollars in exchange for access to statistical information and research, which is offered without any commitment to engage in any specific business or transaction. With respect to fixed income transactions, the Adviser does not have any soft dollar arrangements with broker-dealers and does not direct client trades to particular broker-dealers in exchange for research or other soft dollar benefits. With respect to effecting brokerage transactions for client investments in U.S. equity securities, the Adviser utilizes client commission arrangements ( CCAs ) whereby the Adviser s trading partners agree to allocate a portion of eligible commissions into a pool that can be used to pay for research from providers with which the Adviser does not have a brokerage relationship. CCAs provide the Adviser s traders maximum flexibility in accessing liquidity at the lowest total cost of implementation. Most often the research obtained with CCA credits is third party research (i.e., research not produced by the executing broker). However, the Adviser may allocate a portion of the CCA credits to the value that it assigns to the executing broker s proprietary research, where the broker does not assign a hard dollar value to the research it provides, but rather bundles the cost of such research into the commission structure. Clients that do not participate in the soft dollar program pay the same commission rate as all other accounts, however no portion of their commissions are credited to the CCA pool at the executing broker-dealer. When the Adviser uses client brokerage commissions to obtain research or other services, the Adviser receives a benefit because it does not need to produce or pay for the research, products or services itself. As a result, the Adviser may have an incentive to select a particular broker-dealer in order to obtain the research, products or other services from that broker-dealer, rather than to obtain the lowest price for execution. However, the Adviser s practice is to establish CCAs only with those broker-dealers with which it has established strong trading relationships, with which it has negotiated favorable terms, and which have demonstrated a commitment to providing best execution. The Adviser believes such arrangements are useful in its investment decision-making process by, among other things, ensuring access to a variety of high quality research, individual analysts, and resources that the Adviser might not otherwise be provided absent such arrangements. Under the Adviser s soft dollar policy, the services obtained must fall within the safe harbor requirements of Section 28(e) of the Securities Exchange Act of Section 28(e) provides a safe harbor that protects a money manager from liability for a breach of fiduciary duty solely because it pays more than the lowest available commission rate. Section 28(e) requires that the research services obtained with client brokerage commissions provide lawful and appropriate assistance in the decision-making process, and that the amount of the client commission is reasonable in relation to the value of the products or services provided by the broker-dealer. 50

52 As a result, while the Adviser generally seeks the most favorable price in placing its orders, an account may not always pay the lowest price available, but generally orders are executed within a competitive range. The Adviser may select brokers who charge a higher commission than other brokers, if the Adviser determines in good faith that the commission is reasonable in relation to the brokerage services provided. Additionally, while adhering to its duties of good faith and best execution, the Adviser s equity group regularly reviews the soft dollar benefits it receives from each of its broker-dealers and establishes a target amount to spend on services from each broker-dealer. The type of research services that the Adviser receives with client brokerage commissions include: Research as to the value of securities; The advisability of investing in, purchasing, or selling securities; The availability of securities or purchasers or sellers of securities; and Analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy, and the performance of accounts. Research services are received electronically and also in the form of seminars, written reports, telephone contacts, and personal meetings with sell-side security analysts, economists and senior issuer representatives. The brokerage services that the Adviser receives include not only the execution of trades but also incidental functions that may include post-trade matching, exchange of messages among broker-dealers, custodians and institutions, and routing settlement instructions to custodian banks and broker-dealers' clearing agents. The research obtained via soft dollars is used to benefit all of the Adviser s clients, not only for the client accounts that generated the credits. Additionally, the research is not allocated to client accounts proportionately to the credits that the accounts generate. Also, the Adviser may share research reports, including those that have been obtained as soft dollar benefits, with advisory affiliates and related persons, including offshore affiliated advisers. With respect to pension plan clients subject to ERISA, soft dollar benefits received by the Adviser constitute indirect compensation under the ERISA Section 408(b)(2) regulations. The amount of the soft dollar benefits, if any, that are obtained in connection with the plan s account cannot be estimated in advance as it is dependent on the number of transactions effected and the executing brokers used. If applicable, soft dollar amounts will be disclosed to the plan each year for purposes of Form 5500 Schedule C reporting. 2. Brokerage for Client Referrals The Adviser does not select broker-dealers in order to receive client referrals. The factors used by the Adviser in selecting broker-dealers in order to execute trades are described in Item 12.A. 51

53 3. Directed Brokerage The Adviser does not recommend, request or require that clients direct transactions through a specified broker-dealer. Under certain conditions, the Adviser may accept written direction from a client, including those participating in wrap fee programs, to direct brokerage commissions from that client's account to specific brokers in return for services provided by the brokers to the client. Due to the Adviser s overall objective of effecting client transactions consistent with its duty of best execution, the Adviser generally will accept direction only with respect to a limited percentage of certain clients overall trades on a best efforts basis and potentially sacrifice best execution. Consequently, the Adviser generally will not enter client orders with a directed broker when a pending order with a different broker in the same security is the broker providing best execution. Certain fixed income accounts may experience sequencing delays in order to meet client directed brokerage requests which may impact the Adviser s ability to achieve best execution on behalf of such clients. For fixed income clients who have requested directed brokerage, the clients may lose certain benefits, such as volume discounts that the Adviser may have obtained for its non-directed accounts in a combined order. B. Order Aggregation The Adviser frequently aggregates purchase or sale orders of the same security for multiple client accounts so that orders can be executed at the same time. The Adviser will aggregate orders for accounts over which it has investment discretion and in circumstances where the Adviser believes that aggregating will result in a more favorable overall execution. The Adviser will allocate such orders at the average price of the aggregated order, except in instances where it is impractical or inappropriate. The Adviser may, pursuant to an allocation process that the Adviser, in good faith, considers to be fair and equitable to clients over time, aggregate a client s trades with trades of other clients and with trades of pooled vehicles in which the Adviser s personnel have a beneficial interest. Depending on the region, there may be market-driven circumstances in which a portfolio manager may execute a trade prior to determining the initial allocation. In these instances, allocations must be completed on trade date. The Adviser has practices in place that are designed to promote fair and equitable allocation and execution of investment opportunities among its client accounts over time and that are designed to comply with the securities laws and other applicable regulations. In general, orders involving the same investment opportunity are aggregated on a continual basis throughout each trading day, consistent with the Adviser's duty of best execution for its clients. Transactions for wrap fee program accounts are generally not included in the aggregation process because those transactions are generally executed through a broker-dealer selected by the wrap fee Program Sponsor. If aggregated trades are fully executed, participating accounts will be allocated their requested allotment on an average price basis. In some instances, trading restrictions imposed by client guidelines preclude the aggregation of trades, in which case, the aggregated trades will be executed in advance of the trade for the client account that is precluded. With regard to equity securities, including public offerings that receive substantial interest and are expected to be oversubscribed, partially completed orders generally will be allocated among participating accounts on a pro-rata average price basis, subject to certain limited exceptions in the U.S. One such exception provides that if an allocation results in a de minimis allocation relative to the size of 52

54 the account or its investment strategy, the allocation may be reallocated to other participating accounts. With respect to certain asset classes (e.g., cash and fixed income) and in certain other circumstances (e.g., participating accounts that have a dedicated, specialized investment strategy such as small cap, high yield or emerging markets), there can be an exception to pro-rata allocations, and certain securities included in the investment mandate are typically given priority in the allocation process. Non-pro-rata allocations for money market instruments and fixed income securities are based upon a disciplined process for allocating securities with similar duration, credit quality, risk/return profiles and liquidity so that fair and equitable allocation will occur over time in the good faith judgment of the Adviser. The similarity of guidelines and objectives for many accounts in combination with thin markets, price volatility, or lack of liquidity in the market may require that a block order be filled in multiple executions extending over several days. To promote fair and equitable allocation over time, generally each account is allocated shares on a pro-rata basis to their original order. In certain circumstances, the pro-rata distribution of the order may not be appropriate, such as when it would result in a client receiving an allocation that is too small to justify the fixed transaction costs and custody costs associated with being included in the transaction. In these circumstances, the traders may exclude small orders until such time as 50% of the total order is complete. At this stage, the small orders will be executed. Under this process, smaller orders will lag in the early part of the order but will be 100% filled before the completion of the total order. In certain circumstances, the trader may override the individual amounts which would be automatically allocated to each account. Examples of these circumstances are where a limit order applies, or to avoid a mismatch with a contingent trade. The Adviser's policy regarding securities allocations requires portfolio managers to use reasonable judgment consistent with fiduciary duties to clients in making any non-pro-rata allocations that are in the best interest of the affected clients. Reasons for non-pro rata allocations must be documented. The Adviser coordinates portfolio management or trading activities among its clients and certain clients of JPMCB, affiliated investment advisers and related persons that utilize the Adviser s trading desk. These activities will be executed through the Adviser s appropriate trading desk generally in accordance with the Adviser s trading policies and procedures. These procedures cover best execution, aggregation of orders, trade allocations, new issues, cross trading, directed brokerage and the use of client commissions to pay for research (sometimes referred to as soft dollars). Indications of interest for new issues will be aggregated for clients of the Adviser and certain clients of JPMCB, affiliated investment advisers and related persons, and will be allocated in a manner that is intended to be fair and equitable in accordance with the Adviser s allocation policy. As a result, the Adviser s clients would receive a smaller allotment of securities, including fewer shares of a new issue, where there is participation by clients of JPMCB, affiliated investment advisers and related persons in such securities. From time to time, the Adviser executes various trading strategies for certain clients simultaneously with the trading activities of other clients (including certain clients of JPMCB, affiliated investment advisers and related persons); for example, buying versus selling the same security. Or, these trading strategies involve separating orders of the same security which would otherwise be executed on an aggregated basis. In order to minimize potential execution costs arising from the market impact of trading the same securities outside of the Adviser s trading desk, the Adviser may implement trade order volume controls. This is typically performed for clients related persons who receive the Adviser s research information. Similar controls have been implemented for the Adviser s and advisory affiliates wrap fee program accounts that participate in simultaneous trading activity of the same security. Wrap fee program account orders in the same security with the trading activities as the trade orders for institutional and other clients 53

55 can be executed simultaneously or after such orders while observing the previously mentioned order volume controls. In the course of monitoring the above-noted trading activities, the Adviser attempts to objectively ensure that all clients, as well as certain clients of JPMCB, affiliated investment advisers and related persons, are treated fair and equitably over time. Wrap advisory accounts, as with other client mandates, may experience sequencing delays and costs associated with negative market movement. The Adviser attempts to minimize such delays and costs and not systematically favor one Program Sponsor over another. For its bundled, unbundled and nondiscretionary/model delivery wrap fee programs, the Adviser has an established mechanism for creating a random trade rotation among such Program Sponsors, which determines the order in which trade instructions (or the updated model for the non-discretionary /model Program Sponsors) are transmitted to each Program Sponsor. The trade rotation is designed to ensure that no Program Sponsor receives preferential treatment as a result of the timing of the receipt of its trade execution instructions. For the non-discretionary/model Program Sponsors, the Adviser transmits the models according to the randomly generated sequence and proceeds to the next program within the rotation without awaiting confirmation that the implementation and execution of the model has occurred. The Adviser may consider trading away from the Program Sponsors, on an agency basis, when there is a liquidity constraint or when there is a good faith belief that the Adviser can fulfill its obligation to seek best execution. When trading away, for discretionary Program Sponsors, except in instances where it is impractical or inappropriate, the Adviser submits and executes trade instructions with a broker-dealer other than the Program Sponsor. After completing the order for all the discretionary Program Sponsors, the Adviser then submits the updated model to the non-discretionary/model Program Sponsors for implementation and execution. ITEM 13 Review of Accounts A. Frequency and Nature of Review of Client Accounts or Financial Plans The Adviser periodically reviews client accounts utilizing product-specific review processes and supervisory personnel. Accordingly, account review may differ across various product groups in order to more effectively serve clients. The Adviser's portfolio managers are generally responsible for the daily management and review of the accounts under their supervision. Each product group conducts performance reviews of its portfolio managers accounts. Such reviews examine compliance with clients investment objectives and account guidelines, account performance, and the Adviser's current investment processes and practices. An account review is formal in nature and is conducted by a team of portfolio managers and individuals from other appropriate functional areas. With respect to private equity, the Adviser s investment process emphasizes participation on the advisory boards of the partnership investments and active monitoring (both formal and informal) of investments. The information in this Brochure does not include all the specific review features associated with each investment strategy or applicable to a particular client account. Clients are urged to ask questions regarding the Adviser s review process applicable to a particular strategy or investment product, read all 54

56 product-specific disclosures and determine whether a particular investment strategy or type of security is suitable for their account in light of their circumstances, investment objectives and financial situation. B. Factors Prompting Review of Client Accounts Other than a Periodic Review In addition to periodic reviews, JPMIM may perform reviews as it deems appropriate or otherwise required. Additional reviews of client accounts may be triggered by client request, compliance monitoring, industry factors, market developments, statutory and regulatory changes and any issues that may have been identified with respect to a client account. Events that trigger reviews of client accounts are generally directed to the attention of the Chief Investment Officer, Chief Operating Officer and/or Investment Director. C. Content and Frequency of Account Reports to Clients The Adviser regularly provides written reports to clients that are tailored to the type of investments included in the client s account. Each of the Adviser s clients receives at least one of the following types of account reports: A monthly or quarterly Statement of Assets including a description of each asset with cost and current market values; A Statement of Transactions (typically monthly), detailing account activity; Quarterly Performance Reports; and Quarterly and annual audited financial statements which include a portfolio overview, investment vehicle summary and schedule of investments. Clients generally have the option of receiving these reports via postal mail, , fax, or online via a secure client website. In addition, the Adviser typically meets with each client at least annually to review investment strategy, performance and administrative matters. With respect to wrap fee program clients, the wrap fee Program Sponsor has primary responsibility for client contact and reporting. 55

57 ITEM 14 Client Referrals and Other Compensation A. Economic Benefits for Providing Services to Clients In connection with providing investment advisory services to its clients, the Adviser does not receive sales awards, prizes or other economic benefits from someone who is not a client. Notwithstanding the foregoing and subject to compliance with applicable law, the Adviser derives ancillary benefits from providing investment advisory services to clients. For example, providing such advisory services to the clients or fees paid to third party service providers engaged by the Adviser on behalf of clients generally help the Adviser enhance its relationships with various parties, facilitate additional business development and enable the Adviser and its related persons to obtain additional business and generate additional revenue. In addition, JPMC may derive ancillary benefits from certain decisions made by the Adviser on behalf of clients. While the Adviser makes decisions for its clients in accordance with its obligations to manage the assets in the best interests of the client, the fees, allocations, compensation and other benefits to JPMC arising from those decisions may be greater as a result of certain investment or decisions made by the Adviser on behalf of its clients than they would have been had other decisions been made which also might have been appropriate for the clients. The Adviser addresses this conflict by disclosing it to clients. It has policies and controls in place to govern and monitor its activities and processes for identifying and managing conflicts of interest. The JPMC Code of Conduct does not permit employees to accept anything of value personally in connection with the business of the firm. Subject to strictly enforced compliance policies, in limited circumstances exceptions may be made for certain nominal non-cash gifts, meals, refreshments and entertainment provided in the course of a host-attended business-related meeting or other occasion. B. Compensation to Non-Supervised Persons for Client Referrals JPMIM compensates affiliated and non-affiliated persons for client referrals in accordance with Rule 206(4)-3 under the Advisers Act and applicable state laws and regulations. The compensation paid would generally consist of a cash payment computed as a percentage of JPMIM s advisory fee, although other methods of computation may be used. The costs of any such referral fees are paid entirely by JPMIM and, therefore, do not result in any additional charges to the client. ITEM 15 Custody JPMIM generally does not maintain physical custody of its clients assets. Client assets are typically held by a qualified custodian pursuant to a separate custody agreement. However, pursuant to Rule 206(4)-2 under the Advisers Act, in certain circumstances the Adviser may be deemed to have custody of client assets. 56

58 JPMIM will be deemed to have custody of client assets when it or an affiliate acts in any capacity that gives JPMIM legal ownership of, or access to, client assets, (e.g., when JPMIM serves as a general partner, managing member, or comparable position for certain unregistered investment pools.) Clients in such private funds will receive the fund s annual audited financial statements. Such clients should review these statements carefully. If clients in the private funds do not receive audited financial statements in a timely manner, then they should contact JPMIM immediately. JPMIM has certain separately-managed accounts where JPMIM is deemed to have custody of the client s assets because it or a related person directly or indirectly holds client funds or securities or has authority to obtain possession of them. Clients will receive account statements at least quarterly directly from their broker-dealer, bank or other qualified custodian. Separately-managed account clients may also receive a Statement of Assets from JPMIM. Clients are encouraged to compare the account statements that they receive from their qualified custodian with those that they receive from JPMIM. If clients do not receive statements at least quarterly from their qualified custodian in a timely manner, then they should contact JPMIM immediately. JPMIM may be deemed to have custody of wrap program client s assets if JPMIM contracts directly with the wrap program client for services. In such cases, the Program Sponsor or a qualified custodian will send required periodic account statements to the wrap program client. The wrap program client should carefully review and reconcile the custodian statements to ensure that they reflect appropriate activity in the wrap program account. If clients do not receive periodic accounts statements from their qualified custodian in a timely manner, then they should contact JPMIM immediately. ITEM 16 Investment Discretion As described in Item 4.B, the Adviser provides both discretionary and non-discretionary investment management services. If a client elects for discretionary services of their account, an investment advisory agreement must first be signed before the Adviser may act on behalf of the client. Execution of such agreement authorizes the Adviser to supervise and direct the investment and reinvestment of assets in the client s account on the client s behalf and at the client s risk. The Adviser s discretionary authority may be limited by the terms of its written agreement with each client. These limitations might include objective and investment guidelines that the client establishes for the account. For registered investment companies, the Adviser s investment discretion may be limited by certain federal securities laws and tax laws that require diversification of investments and impose other limitations. 57

59 ITEM 17 Voting Client Securities A. Policies and Procedures Relating to Voting Client Securities 1. Objective If the Adviser has been appointed as a discretionary investment manager, at the time of client onboarding, the client may give the Adviser the authority to vote the proxies of the securities held in the client s portfolio. As a fiduciary, the Adviser must act in the best interest of the client with respect to proxy voting activities. To ensure that the proxies are voted in the best interests of its clients and to prevent material conflicts of interest from affecting the manner in which proxies are voted, JPMAM has adopted detailed written proxy voting procedures ( Procedures ) pursuant to Rule 206(4)-6 of the Advisers Act. These Procedures incorporate detailed guidelines ( Guidelines ) which address proxy voting with respect to a wide variety of topics including: shareholder voting rights, anti-takeover defenses, board structure, the election of directors, executive and director compensation, mergers and corporate restructuring and social and environmental issues. The Guidelines have been developed and approved by the relevant Proxy Committee (as defined below) with the objective of encouraging corporate action that enhances shareholder value. However, because proxy proposals and individual company facts and circumstances may vary, the Adviser will occasionally deviate from the Guidelines if it reasonably believes it is in the client s best interest to do so. Clients may obtain a copy of JPMAM s Proxy Voting Procedures and information about how the Adviser voted the client s proxies by contacting their client service representative or financial adviser or by visiting the JPMorgan Funds website. 2. Proxy Administrator and Proxy Committee To oversee and monitor the proxy-voting process, JPMAM has established a Proxy Committee and appointed a Proxy Administrator in each global location where proxies are voted. The Proxy Administrator oversees the proxy voting process, monitors recommendations from Proxy Services (defined below) and escalates issues to and confirms recommendations with the appropriate investment professionals of the Adviser. The Proxy Committee is composed of a representative of the Proxy Administrator, senior business officers of the Adviser and representatives of each of the JPMAM Legal, Compliance and Risk Management Departments. The Proxy Committee meets periodically to review and provide advice on general proxy-voting matters and specific voting issues, as well as to review and approve the Guidelines. 3. The Proxy Voting Process The Adviser s investment professionals monitor the corporate actions of the companies held in their clients portfolios to determine how to vote individual proxies in accordance with the Procedures and Guidelines. To assist its investment professionals with proxy voting proposals, the Adviser may retain the services of a third-party proxy voting service (the Proxy Service ). The Adviser will also retain the Proxy Service in situations where a material conflict of interest may exist. For example, the Proxy Service will 58

60 be used for proxy voting when JPMC securities or shares of JPMorgan Funds are held in a client account. The Proxy Service may assist in the implementation and administration of certain proxy voting-related functions including operational, recordkeeping and reporting services. The Proxy Service also provides the Adviser with comprehensive analysis of proxy proposals as well as recommendations on how to vote each proposal that reflect the Proxy Services application of the Adviser s Guidelines to particular proxy issues. In situations where the Guidelines are silent or recommend a case-by-case analysis, the Proxy Administrator (defined below) will forward the Proxy Service s recommendations to the Adviser s investment professionals who will determine if the recommendations should be accepted. While it is the Adviser s policy generally to follow the Guidelines and recommendations from the Proxy Service, the Adviser s portfolio management teams will seek approval to diverge from the Guidelines or recommendations on certain proxy votes by following an override process. To ensure that the proxy vote cast is in the best interest of the Adviser s clients, such decisions are subject to a review and approval process, including a determination that the decision is not influenced by any conflict of interest. 4. Material Conflicts of Interest and the Safeguard Policy In order to maintain the integrity and independence of the Adviser s investment processes and decisions, including proxy voting decisions, and to protect the Adviser s decisions form influences that could lead to a vote other than in the clients best interests, JPMC (including JPMIM) adopted the Safeguard Policy. The Safeguard Policy established formal informational barriers designed to limit influence and restrict the flow of information between JPMC s securities, lending, investment banking and other divisions and JPMAM s investment professionals. Material conflicts of interest are further avoided by voting in accordance with the Adviser s predetermined Guidelines. Examples of material conflicts of interest that could arise include, without limitation, circumstances in which: (i) management of a JPMIM client or prospective client, distributor or prospective distributor of its investment management products, or critical vendor, is soliciting proxies and failure to vote in favor of management may harm JPMIM s relationship with such company and materially impact JPMIM s business; or (ii) a personal relationship between a JPMIM officer and management of a company or other proponent of a proxy proposal could impact the Adviser s voting decisions. Depending on the nature of the conflict of interest, the Adviser may elect to take one or more of the following measures, or other appropriate action: Removing certain Adviser personnel from the proxy voting process; Walling off personnel with knowledge of the conflict to ensure that such personnel do not influence the relevant proxy vote; Voting in accordance with the applicable Guidelines, if any, if the application of the Guidelines would objectively result in the casting of a proxy vote in a predetermined manner; or Deferring the vote to the Independent Voting Service, if any, that will vote in accordance with its own recommendation. The resolution of all potential and actual material conflict issues will be documented in order to demonstrate that the Adviser acted in the best interests of its clients. 59

61 B. No Authority to Vote Client Securities and Client Receipt of Proxies If a client chooses not to delegate proxy voting authority to the Adviser, the right to vote securities is retained by the client or other designated person. In such situations, the client will generally receive proxies or other solicitations directly from the custodian or transfer agent. Clients may contact the Adviser if they have a question on a particular proxy voting matter or solicitation; however, the Adviser will not recommend how to vote where the Adviser does not have authority to do so. A. Balance Sheet ITEM 18 Financial Information Pursuant to SEC instructions, the Adviser is not required to include its balance sheet as part of this Brochure. B. Financial Conditions Likely to Impair Ability to Meet Contractual Commitments to Clients The Adviser is not subject to any financial condition that is reasonably likely to impair its ability to meet contractual commitments to clients. C. Bankruptcy Filings The Adviser has not been the subject of a bankruptcy petition at any time during the past ten years. 60

62 APPENDIX A Separate Account Fee Schedules Fixed Income Extended Duration / Long Duration Investment Grade / Long Credit Assets Under Management Fee as a % of Assets First $ 75,000,000.25% Next $ 75,000, % Next $ 150,000, % Next Balance.15% Minimum investment: $100,000,000 Long Duration Credit Assets Under Management Fee as a % of Assets First $ 75,000,000.25% Next $ 75,000, % Next $ 150,000, % Next Balance.15% Minimum investment: $100,000,000 Long Duration Plus Assets Under Management Fee as a % of Assets First $ 75,000,000.30% Next $ 75,000,000.25% Next $ 150,000,000.22% Next Balance.15% Minimum investment: $100,000,000 High Quality High Yield / Broad High Yield - Indy Assets Under Management Fee as a % of Assets First $ 100,000,000.45% Next $ 100,000,000.35% Next $ 300,000,000.30% Next Balance.25% Minimum investment: $100,000,000 Taxable Managed / Taxable Liquidity Assets Under Management Fee as a % of Assets First $ 0-99 Million.12% Next $ Million.10% Next $ Million.08% Next $ Million.07% Next $ greater than $1 Billion.06% Minimum investment: $100,000,000 61

63 Taxable U.S. Short Assets Under Management Flat Assets Flat $ 0-99 Million.15% Flat $ million.12% Flat $ million.10% Flat $ million.08% Flat $ greater than $1 billion 0.06% Minimum investment: $100,000,000 Intermediate Bond / Core Bond Assets Under Management Fee as a % of Assets First $ 75,000,000.30% Next $ 75,000,000.25% Next $ 150,000, % Next Balance.15% Minimum investment: $100,000,000 Above fees may reflect a partially commingled account structure. Core Plus Bond Assets Under Management Fee as a % of Assets First $ 75,000,000.35% Next $ 75,000,000.30% Next $ 150,000,000.27% Next Balance.20% Minimum investment: $400,000,000 Above fees reflect a fully separate account structure High Yield Assets Under Management Fee as a % of Assets First $ 100,000,000.45% Next $ 100,000,000.35% Next Balance.30% Minimum investment: $100,000,000 Government Bond Assets Under Management Fee as a % of Assets First $ 75,000,000.25% Next $ 75,000,000.20% Next $ 100,000,000.15% Next Balance.10% Minimum investment: $100,000,000 Mid Inst Portfolio - Intermediate Government Assets Under Management Fee as a % of Assets First $ 75,000,000.30% Next $ 75,000,000.25% Next $ 150,000, % Next Balance.15% Minimum investment: $25,000,000 Minimum Fee: $75,000 62

64 Emerging Markets Equity Emerging Markets Equity Focused Assets Under Management Fee as a % of Assets First Balance.85% Investment minimum: $100,000,000 Emerging Markets Equity Discovery Assets Under Management Fee as a % of Assets First $ 100,000,000.85% Next Balance.80% Investment minimum: $50,000,000 Emerging Markets Opportunities Assets Under Management Fee as a % of Assets First $ 100,000,000.85% Next Balance.80% Investment minimum: $100,000,000 U.S. Equity U.S. Active Core Equity / U.S. Large Cap Value Assets Under Management Fee as a % of Assets First $ 25,000,000.60% Next Balance.40% Minimum Fee: $250,000 U.S. Large Cap 130/30 Assets Under Management Fee as a % of Assets First Balance.85% Minimum Fee: $1,000,000 U.S. Active Core Equity Assets Under Management Fee as a % of Assets First $ 25,000,000.50% Next Balance.40% Minimum Fee: $250,000 Large Cap Growth / Intrepid Growth Assets Under Management Fee as a % of Assets First $ 50,000,000.60% Next Balance.50% Minimum Fee: $250,000 U.S. Research Enhanced Index (REI 150) Assets Under Management Fee as a % of Assets First $ 25,000,000.35% Next Balance.25% Minimum Fee: $250,000 63

65 Research Market Neutral Assets Under Management Fee as a % of Assets First $ 50,000, % Next $ 100,000,000.90% Next Balance.80% Minimum Fee: $1,000,000 U.S. Research 130/30 Assets Under Management Fee as a % of Assets First $ 50,000,000.65% Next Balance.60% Minimum investment: $1,000,000 Intrepid Value Assets Under Management Fee as a % of Assets First $ 50,000,000.60% Next Balance.40% Minimum Fee: $250,000 Dynamic 130/30 Assets Under Management Fee as a % of Assets First $ 50,000,000.80% Next Balance.70% Minimum Fee: $1,000,000 Mid Cap Value Assets Under Management Fee as a % of Assets First $ 25,000,000.70% Next $ 25,000,000.60% Next Balance.50% Minimum Fee: $250,000 Small Cap Active / Small Cap Active Core Assets Under Management Fee as a % of Assets First $ 25,000,000.90% Next Balance.75% Minimum Fee: $250,000 U.S. QDV Small Cap Core Assets Under Management Fee as a % of Assets First $ 50,000,000.85% Next Balance.75% Minimum Fee: $750,000 U.S. Structured TMV Small Cap Value Assets Under Management Fee as a % of Assets First $ 25,000,000.85% Next Balance.75% Minimum Fee: $250,000 64

66 All Cap Value Assets Under Management Fee as a % of Assets First $ 50,000,000.70% Next Balance.65% Minimum Fee: $250,000 International Equity EAFE Opportunities / EAFE Plus / International Value / International Growth Assets Under Management Fee as a % of Assets First $ 50,000,000.75% Next $ 50,000,000.65% Next Balance.60% Investment minimum: $50,000,000 Global Equity Income / Global Opportunities Assets Under Management Fee as a % of Assets First $ 50,000,000.60% Next $ 50,000,000.50% Next Balance.40% Investment minimum: $50,000,000 65

67 Form ADV Part 2B Brochure Supplement J.P. Morgan Investment Management Inc. Equity File No Park Avenue, New York, NY (212) January 18, 2016 This brochure supplement provides information about the following supervised persons that supplements the J.P. Morgan Investment Management Inc. ( JPMIM ) firm brochure. You should have received a copy of that brochure. If you did not receive JPMIM s brochure please contact your client service representative or financial adviser. If you have any questions about the contents of this supplement please contact Lee Spelman at (212) The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (the SEC ) or by any state securities authority. Additional information about the following supervised persons is available on the SEC s website at 1

68 Table of Contents Supervised Persons... 3 Educational Background and Business Experience... 4 Disciplinary Information Other Business Activities Additional Compensation Supervision

69 Supervised Persons 270 Park Avenue, New York, NY Jason Alonzo Garrett Fish John Piccard Felise Agranoff Gloria Fu Lawrence Playford Susan Bao Aryeh Glatter Francisco Kit Rodrigo Scott Blasdell Clare A. Hart Dennis S. Ruhl Sophie Bosch de Hood Phillip D. Hart Don San Jose Curtis Butler Kay Herr Kamuzu Saunders Luis Carrillo Shudong Huang Eytan M. Shapiro Jason Castelluccio George Iwanicki, Jr. Jonathan M. Sherman Eileen Cohen Peter Kirkman Jonathan K.L. Simon Mariana Bernunzo Connolly Jason Ko Helge Skibeli James Connors Timothy Leask Tim Snyder James Cook Steven Lee Lee Spelman Brian Czekanski Thomas Leventhorpe Pavel R. Vaynshtok Scott Davis Thomas Luddy Timothy Woodhouse Timothy Devlin Sebastian Luparia Gerd Woort-Menker Giri Devulapally Gregory B. Luttrell Raffaele Zingone Leon Eidelman Timothy Morris Nigel Emmett Timothy Parton Joshua Feuerman Daniel Percella 60 Victoria Embankment, London, EC4Y 0JP, United Kingdom Anuj Arora Austin Forey Tom Murray John Baker Frances Gerhold Yasuko Sato Sandeep Bhargava Demetris Georghiou Zenah Shuhaiber Oleg Biryulyov Piera Elisa Grassi Alexander Stanic Georgina Brittain Neil Gregson Karsten Stroh Adrian Brown Jeroen Huysinga Malcolm Smith Jim Campbell Jon Ingram James Sutton Francesco Conte Erina Jindai Howard Williams James Davidson Louise Kooy-Henckel Sam Witherow Shane Duffy Anis Lahlou-Abid Ido Eisenberg Georgina Perceval Maxwell James Fisher Amit Mehta 3

70 Educational Background and Business Experience Set forth below is the educational background and business experience of the supervised persons with the most significant responsibility for managing each of the investment strategies set forth below. Additional supervised persons may communicate with you and/or have joint responsibility for the management of your account. Please contact Lee Spelman at (212) for a comprehensive list of the JPMIM Equity supervised persons. CORE AND VALUE STRATEGIES Large Cap Core Team Susan Bao Scott Davis Joshua Feuerman Thomas Luddy Lee Spelman Helge Skibeli Eileen Cohen Disciplined Equity Team Steven Lee Tim Snyder Joshua Feuerman Raffaele Zingone Lee Spelman Aryeh Glatter Eileen Cohen Mid/Multi Cap Value Team Jonathan K.L. Simon Lawrence Playford John Piccard Gloria Fu Mariana Bernunzo Connolly Analyst Large Cap Team Helge Skibeli Lee Spelman Equity Income Team Jonathan K.L. Simon Clare A. Hart Large Cap Value Team Scott Blasdell Mariana Bernunzo Connolly Eileen Cohen Joshua Feuerman Mariana Bernunzo Connolly John Piccard Aryeh Glatter John Piccard GROWTH AND SMALL CAP STRATEGIES Large Cap Growth Team Giri Devulapally Jonathan M. Sherman James Connors Dynamic Large Cap Growth Team Gregory B. Luttrell Jonathan M. Sherman James Connors All Cap Growth/Mid Cap Growth Team Felise Agranoff James Connors Tiimothy Parton Jonathan M Sherman Small Cap Growth Team Eytan M. Shapiro Jonathan M. Sherman James Connors 4

71 Small Cap Core Team Eytan M. Shapiro Daniel Percella James Connors Don San Jose Jonathan M. Sherman BEHAVIORAL STRATEGIES Large Cap-Optimizer Driven Team Dennis S. Ruhl Jason Alonzo Large Cap-Manager Driven Team Dennis S. Ruhl Garrett Fish Pavel R. Vaynshtok Kamuzu Saunders Kamuzu Saunders Shudong Huang Behavioral Small Cap Team Dennis S. Ruhl Phillip D. Hart Kamuzu Saunders REIT STRATEGIES US REITs Team Jason Ko Global REITs Team Jason Ko James Davidson International REITs Team James Davidson Piera Elisa Grassi Lee Spelman Piera Elisa Grassi Adrian Brown Nigel Emmett Brian Czekanski GLOBAL STRATEGIES International and Global Opportunities/Global Focus Teams Jeroen Huysinga Timothy Leask Jason Castelluccio Georgina Perceval Maxwell Timothy Devlin Nigel Emmett Francisco Kit Rodrigo Global Equity Income/International Equity Income/International Value Teams Gerd Woort-Menker Timothy Leask Jason Castelluccio James Davidson Timothy Devlin Nigel Emmett Francisco Kit Rodrigo International Equity Team James Fisher Nigel Emmett Francisco Kit Rodrigo Shane Duffy Timothy Leask Jason Castelluccio Tom Murray Timothy Devlin International REI 200 and 100/International Equity Index/Global Research Enhanced Index/Diversified Return Global Equity ETF Teams Ido Eisenberg Piera Elisa Grassi Timothy Devlin James Cook Nigel Emmett Francisco Kit Rodrigo Demetris Georghiou Timothy Leask Jason Castelluccio 5

72 Global Unconstrained Team Peter Kirkman Timothy Leask Jason Castelluccio Timothy Woodhouse Timothy Devlin Louise Kooy-Henckel Sam Witherow Francisco Kit Rodrigo Nigel Emmett Global Dynamic/Intrepid Team Sandeep Bhargava Timothy Leask Jason Castelluccio Zenah Shuhaiber Timothy Devlin Nigel Emmett Francisco Kit Rodrigo Global Natural Resources Team Neil Gregson Timothy Devlin James Sutton Nigel Emmett Francisco Kit Rodrigo Timothy Leask Jason Castelluccio Global Growth Team Alexander Stanic Nigel Emmett Frances Gerhold EMERGING MARKETS STRATEGIES Emerging Markets Equity GEM Focused Team Austin Forey Thomas Leventhorpe Timothy Morris Leon Eidelman Curtis Butler Emerging Markets Equity GEM Opportunities Team Amit Mehta Curtis Butler Thomas Leventhorpe Timothy Morris Emerging Markets Equity GEM Diversified Team Anuj Arora Thomas Leventhorpe Timothy Morris George Iwanicki, Jr Curtis Butler Emerging Markets Equity GEM Discovery Team Leon Eidelman Thomas Leventhorpe Timothy Morris Austin Forey Curtis Butler Latin America Equity Team Luis Carrillo Sophie Bosch de Hood Curtis Butler Sebastian Luparia Thomas Leventhorpe Timothy Morris Emerging Markets Equity Russia Team Oleg Biryulyov Curtis Butler Thomas Leventhorpe Timothy Morris Research Driven Process Japan Equity Team Erina Jindai Yasuko Sato EUROPEAN EQUITY STRATEGY European Equity Team John Baker Francesco Conte Malcolm Smith Georgina Brittain Jon Ingram Karsten Stroh Jim Campbell Anis Lahlou-Abid 6

73 Biographies Felise Agranoff (born 1982), managing director, is a co-portfolio manager of the Mid Cap Growth Strategy and a research analyst in the U.S. Equity Group. An employee since 2004, Felise focuses on the energy, industrials and financials sectors. She previously worked with senior analysts on the US Large Cap Fundamental Research Team covering the energy and basic materials sectors. Felise obtained a B.S. in finance and accounting from the McIntire School of Commerce at the University of Virginia and is a CFA charterholder. Jason Alonzo (born 1977), managing director, is a senior portfolio manager of the US Behavioral Finance Equity group that is responsible for the Intrepid strategies. Jason was part of the initial research and implementation in launching the large cap strategies, and has been part of the large cap team since inception in Jason previously worked as an Investment Assistant in the US Equity group, and prior to that as an analyst in the Internal Consulting Services program, completing assignments in Corporate Technology, LabMorgan, Credit Derivatives and ultimately the US Equity group. Jason received a B.S. in Management and Technology from Rensselaer Polytechnic Institute in 1999 Anuj Arora (born 1981), executive director, is a portfolio manager within the Emerging Markets Equity Team based in New York. An employee since 2006, he is focused on managing the GEM Diversified strategy. Prior to joining the firm, Anuj was a quantitative analyst for Mesirow Financial and an analyst at Birkelbach Investment Securities. He holds an M.S. in finance from the Illinois Institute of Technology. Susan Bao (born 1972), managing director, is a portfolio manager in the U.S. Equity Group. An employee since 1997, Susan manages the Large Cap Tax Aware Equity strategy and co-manages, with Tom Luddy, the Large Cap Core and Large Cap Core Plus (130/30) strategies. Previously, she was responsible for the implementation of U.S. equity analyst portfolios and a member of the Structured Equity team. Susan holds a B.S. from Centenary College and an M.B.A. in finance from New York University Stern School of Business. She is also a holder of the CFA designation. John Baker (born 1972), managing director, is a portfolio manager within the European Equity Group. A long-standing employee, John joined the company in 1994 as an assistant on the UK retail funds desk, now integrated into the European Equity Group. John obtained a BA from University College Cork, Ireland. He is an Associate of the Institute of Investment Management & Research. Sandeep Bhargava (born 1964), managing director, is a portfolio manager responsible for disciplined strategies including the Global Dynamic Fund within the Global Equities Team, based in London. An employee since 1997, Sandeep previously was a product manager for Indian asset management in Asia. Prior to joining the firm, Sandeep spent two years managing Asian emerging market funds with a focus on technology and pharmaceuticals at Barclays Global Investors in London. Sandeep began his career lecturing at the University of York, combining this with consulting roles at a number of financial institutions including The World Bank in Washington, ICICI Bank in India and the United Nations Conference on Trade and Development in Switzerland. Sandeep holds a BA in Economics from Cambridge University and a DPhil in Economics from Oxford University. Oleg Biryulyov (born 1973), managing director, is a regional portfolio manager and the head of the Emerging Europe, Middle East and Africa Group, with a specialization in Russia and Eastern Europe, within the Emerging Markets Equity Team based in Moscow. An employee since 1994, Oleg was previously a portfolio manager for Flemings Urals Regional Venture Fund. Prior to this, he was an investment analyst. Oleg obtained a degree in economics from Moscow State University, Lomonosov. He is a holder of the CFA designation. Scott Blasdell (born 1967), managing director, is a portfolio manager in the U.S. Equity Group. An employee since 1999, Scott started as a research analyst covering REITs then in 2001 became portfolio manager of JPMorgan s REIT strategies. In 2008, Scott moved to the U.S. Disciplined Equity Team to manage large cap core and value strategies. Prior to JPMorgan, Scott worked as a research analyst at Merrill Lynch Asset Management and Wellington Management. Scott earned a B.A. in economics from 7

74 Williams College and an M.B.A. from the Wharton School of Business at the University of Pennsylvania. He is a CFA charterholder. Louise Bonzano (born 1976), executive director, is a client portfolio manager in the European Equity Group. An employee since 1999, Louise previously worked in the J.P. Morgan Private Bank fund sales team. Prior to this, she was in the European sales development programme and before that, she worked as sales support for the German sales team, following on from her role in currency overlay, working on the currency trading desk and as a portfolio assistant. Louise obtained a B.A. in international business administration from ESC Reims. Sophie Bosch de Hood (born 1972), executive director, is a regional portfolio manager for Latin America portfolios within the Emerging Markets Equity Team based in New York. Sophie joined the firm in 1999 in the client side and in 2001 transitioned to work in research covering consumer and industrial companies in Latin America and EMEA. Sophie holds a B.A. in Business Management from the Wharton School and a B.S. in International Relations from the College of Arts and Science at the University of Pennsylvania. She speaks Spanish, English and Portuguese fluently. Georgina Brittain, managing director, is a senior portfolio manager for small and mid cap funds within the J.P. Morgan Asset Management European Equity Group. She is the fund manager for the JPM Life UK Small Cap Fund, the JPM UK Smaller Companies Fund, the JPMorgan Smaller Companies Investment Trust and co-manager for the JPMorgan Mid Cap Investment Trust. She is also a co-manager for our range of European small cap funds. An employee since 1995, Georgina was previously an analyst in the UK research department. Georgina obtained an M.A. in Classics from Oxford University, and earned a Diploma in Law from City University, London. She is a qualified barrister. Adrian Brown, managing director, is a senior client portfolio manager in the Global Equities Team, based in London. An employee since 2012, Adrian is responsible for product management and client servicing across the spectrum of global equity strategies. Prior to joining the firm, he spent six years at AllianceBernstein as a senior portfolio manager. Adrian is highly experienced in corporate finance, having worked previously at Hutchison Whampoa as European M&A Director and at Boots plc in various strategic and line management roles, including Strategy M&A Manager. Before this, he was an M&A executive at Pearson plc, and also worked at Morgan Grenfell Asset Management for four years. Adrian has an MA in natural sciences from Cambridge University and received his MBA, with distinction, from INSEAD in France. Curtis Butler (born 1968), executive director, is a client portfolio manager with the Global Emerging Markets Team. An employee since 2012, he is responsible for product management, portfolio management communications and client servicing across institutional and fund relationships. His client coverage includes corporations, public funds, endowments and foundations. Before joining J.P. Morgan Asset Management, Curtis was chief investment officer and lead portfolio manager for Emerging Market Equities at Lombard Odier Asset Management and spent six years co-managing Emerging Markets portfolios for Batterymarch Financial Management in Boston. Prior to that, Curtis held senior analyst and Latin America portfolio manager positions at Scudder Investments/Deutsche Asset Management and Chase Asset Management. Curtis also served as head of emerging markets research and senior research analyst at Lazard Frères & Co. LLC for over four years. Before entering the investment business, Curtis held a senior analyst position at the Federal Reserve Bank of New York. He obtained an MA in International Relations from the Johns Hopkins University and a BA in Economics and Modern Languages from Union College. Curtis is a holder of the CFA and CMT designations. Jim Campbell, managing director, is a senior portfolio manager for European smaller companies funds and head of the Europe Small Cap team within the J.P. Morgan Asset Management European Equity Group. An employee since 1995, Jim previously worked as an investment manager at Ivory and Sime plc, focusing initially on UK smaller companies and later on European smaller companies. Jim obtained an M.A. (Joint Honours) in Economics and Law from the University of Edinburgh. 8

75 Luis Carrillo (born 1968), managing director, is a regional portfolio manager and the head of the Latin America Group, with a specialization in Mexico, within the Emerging Markets Equity Team. He joined the firm in 1998 and is based in New York. Previously, he was with several consulting firms where he offered strategic and financial advice concerning Latin America and Asia. Luis holds a B.S. degree in engineering and a graduate degree in industrial engineering from the Universidad Anahuac in Mexico. He holds an M.B.A. in finance from the Wharton School of Business at the University of Pennsylvania. Jason Castelluccio (born 1978), executive director, is a Client Portfolio Manager in the Global Equities Team, responsible for product management and client servicing across the spectrum of developed international equity strategies. An employee since 2013, he was previously a Portfolio Specialist with Davis Advisors and an Analyst with Smith Barney. Jason obtained an M.B.A. with a concentration in Finance from Fordham University. Eileen Cohen (born 1951), managing director, is a senior client portfolio manager in the U.S. Equity Group, a position she has held since She is also the Chair of the North America Proxy Committee and a proven expert in investment consulting, portfolio management, corporate governance and financial communications. Prior to her present position, Eileen worked for Invesco, formerly Chancellor Capital, and held various roles including Portfolio Manager, Head of Client Services and Partner. In her earlier professional career, she worked for Buck Consulting and International Paper Co. Additionally; Eileen serves as a mentor in the Executive On Campus program at Baruch College, and is a Trustee of the Baruch College Fund. She also serves as a board member of the National Grid Foundation. She has authored numerous articles on investing. Eileen completed her BA in economics at Queens College and continued on to Baruch to earn an MBA in finance and economics. She also studied corporate governance at New York University. Mariana Bernunzo Connolly (born 1962), managing director, is the head of the client portfolio team responsible for value based strategies. She has also worked extensively on the firm's behaviorally driven portfolios. She re-joined the firm in 2004 after spending two and a half years working with high net worth individuals in The Bank of New York s Private Client Services Group. Previously, Mariana served as a relationship manager and portfolio manager at J.P. Morgan Investment Management and the J.P. Morgan Private Bank. Prior to that, she spent seven years at The Dun & Bradstreet Corporation in a variety of strategic planning and M&A positions. Mariana holds a B.A. in psychology from Columbia University and an M.B.A. in finance from New York University. She is a CFA charterholder, a Certified Financial Planner, holds Series 7, 63, 65 and 24 licenses, and is a member of the New York Society of Security Analysts and The CFA Institute. James Connors (born 1979), executive director, is a client portfolio manager in the U.S. Equity Group. An employee since 2005, James is responsible for communicating investment performance, outlook and strategy for the firm's growth and small cap products. Previously, he was a member of the Institutional Client Service Group responsible for the development and implementation of client servicing for institutional equity and fixed income accounts. He has a B.S. in finance from Eastern Illinois University. He is a CFA charterholder and holds Series 7 and 63 licenses. Francesco Conte, managing director, is a senior portfolio manager for European smaller companies funds within the J.P. Morgan Asset Management European Equity Group. An employee since 1998, Francesco was previously the lead analyst in the Italian equities team at Schroder Securities. Prior to this, he worked at Ermgassen & Co., a specialist M&A boutique specializing in cross-border alliances. Francesco obtained a BSc in Economics & Development from the London School of Economics. James Cook (born 1985), vice president, is a portfolio manager responsible for managing our Global & International Strategic Beta Strategies along with the Emerging Market & Asia ex Japan portfolios on the Research Enhanced Index equity desk. James was previously a research analyst responsible for covering the developed Asia financial stocks. An employee since 2007, James previously worked as an assistant research analyst on the European mining desk and worked at J.P. Morgan Investment Bank (in 9

76 Hong Kong) as an intern on the equity research desk, focusing on the conglomerates sector. James obtained a BSc (Hons) in Economics from University College London and is a CFA charterholder. Brian Czekanski, vice president, is a client portfolio manager on the Global Equities Team, based in New York. He is responsible for communicating investment performance, outlook and strategy to institutional and retail clients throughout North America. An employee since March 2011, Brian previously worked at the Bank of New York Mellon as a Relationship Manager and at AXA Advisors as a Financial Advisor. He obtained a B.A. in business economics and political science from Brown University and is a CFA charterholder. James Davidson (born 1970), managing director, is a senior portfolio manager in the Global Equities Team, based in London. An employee since 2013, he focuses primarily on research-driven strategies. Prior to joining the firm, James was at Bank of America Merrill Lynch, where he ran the number one global equity sales desk, filtering the output of 700 research analysts. The flagship product was the Globlog large cap global equity long/short quarterly portfolio, which he oversaw for 42 quarters. Previously, James spent five years as a US equity portfolio manager with Morgan Grenfell Asset Management. He began his career in Edinburgh on the US equities desk at Baillie Gifford. James obtained a BA in Economics from Sussex University and an MSc in Economic History from Oxford University. He has been a CFA charterholder since Scott Davis (born 1970), managing director, is a portfolio manager in the U.S. Equity Group. An employee since 2006, Scott was previously a media and internet analyst in the U.S. Equity Research Group. Prior to joining J.P. Morgan, Scott was an analyst at Jennison Associates and First Union/Wachovia. He holds a B.S. in business administration with a concentration in finance from Drexel University and an M.B.A.in finance and accounting from Columbia Business School. Timothy Devlin (born 1963), executive director, is a client portfolio manager on the Global Equities Team, based in New York. He is responsible for communicating investment performance, outlook and strategy to institutional and retail clients throughout North America. He re-joined the firm in Previously Tim was the U.S. equity portfolio strategist at Artio Global where he had earlier been Director of Client Service working primarily with the firm s international equity clients. In his prior time at J.P. Morgan, he was a client portfolio manager on the U.S. Equity team for 10 years. Tim also worked as a quantitative equity portfolio manager at Mitchell Hutchins. He obtained a B.A. from Union College (NY) and holds Series 7 and 63 licenses. Giri Devulapally (born 1967), managing director, is a portfolio manager in the U.S. Equity Group. An employee since 2003, Giri is responsible for managing the large cap growth portfolio. Prior to joining the firm, he worked for T. Rowe Price for six years, where he was an analyst specializing in technology and telecommunications. Giri received a B.S. in electrical engineering from the University of Illinois and an M.B.A. with a concentration in finance from the University of Chicago. He is a CFA charterholder. Shane Duffy (born 1977), managing director, is a portfolio manager in the Global Equities Team. Shane is the lead PM for the International Growth and ACWI ex-us strategies, in addition to his supporting role with the EAFE Plus strategy. Previously, Shane worked as a global sector specialist with responsibility for consumer discretionary stocks. Shane joined the team in 1999 as a graduate trainee, holds an MA in History from Cambridge University, and is a CFA charterholder. Leon Eidelman (born 1980) managing director, is a portfolio manager within the Emerging Markets Equity Team based in New York. An employee since 2002, Leon is responsible for Global Emerging Markets portfolios. Leon s responsibilities include portfolio management and implementation on the Discovery, Focused and Infrastructure Equity strategies. Leon is fluent in Spanish, English, and French and holds a B.A. in economics with a concentration in finance from Cornell University. Leon is a CFA charterholder. Ido Eisenberg (born 1974), executive director, is a portfolio manager on the Global Research Enhanced Index (REI) and Europe Research Driven Process (RDP) equities desk, based in London. Ido is the lead 10

77 manager of the Global REI portfolios and co manages the European RDP portfolios. An employee since 2002, Ido previously worked in the Technology Application Development Group, subsequently joining the REI desk where he worked as an analyst before starting to manage portfolios. Ido obtained a Bachelor of Science degree in Computer Science and Cognitive Science from University College, London and is a CFA charterholder. Nigel Emmett (born 1965), managing director, is a senior client portfolio manager for the Global Equities Team and heads the group s efforts in North America. An employee since 1997, he was previously with Brown Brothers Harriman in New York, and with Gartmore Investment Management and Equitable Life Assurance in London. Nigel obtained a B.A. in economics from Manchester University and is a CFA charterholder. Joshua Feuerman, CFA (born 1965), managing director, is a senior client portfolio manager in the U.S. Equity Group. Josh joined the firm in 2012 from Foundation Capital Partners where he served as Chief Risk Officer. Previously, Josh ran his own investment firm, Btn Partners, where he managed a quantitative market neutral hedge fund. Prior to founding Btn Partners, Josh was Vice Chairman of the Investment Committee and Head of Global Quantitative Equities at Deutsche Asset Management. Josh was also Head of Active International Equities at State Street Global Advisors in Boston and an adjunct lecturer in the Finance Department at Pace University. Josh holds an A.B. in Economics and Romance Languages from Bowdoin College and an M.B.A. in Finance from the University of Chicago, Graduate School of Business. Garrett Fish (born 1969), executive director, is a portfolio manager in the U.S. Equity Group. An employee who worked with Jardine Fleming from 1994 to 1997 and joined the current organization in 2002, Garrett is the portfolio manager of the Luxembourg-domiciled JPM America Large Cap Fund and the UK-based JPMF American Investment Trust. From 1997 through 2001, he was with Merrill Lynch Investment Managers in London as a U.S. equity fund manager. Garrett has also worked with Aetna Capital Management, where he served as an account manager. Garrett holds a B.A. in Japanese history from Bates College and is a CFA charterholder. James Fisher (born 1963), managing director, is a portfolio manager in the Global Equities Team, based in London and responsible for International Equity funds. An employee since 1985, he was previously based in Hong Kong as a portfolio manager in the Global Group responsible for European markets and prior to this a portfolio manager investing in the UK. He joined the company as a trainee portfolio manager. James holds a BA (Hons) in Latin from Reading University and is an ASIP and a member of the CFA Institute. Austin Forey (born 1963), managing director, is a portfolio manager responsible for Global Emerging Markets portfolios based in London. An employee since 1988, Austin has fulfilled his role as Global Emerging Markets portfolio manager since Prior to this, he worked in the UK market, where he was deputy head of UK research. Before this, Austin worked as a research analyst covering engineering, and subsequently all financial sectors, including property; other responsibilities included co-management of a mid-cap investment trust, and two specialist unit trusts. Austin obtained a B.A. in modern languages from Cambridge University, and earned a Ph.D. in modern languages from Cambridge University. Gloria Fu (born 1971), managing director, is a portfolio manager in the U.S. Equity Group. An employee since 2002, Gloria previously worked at JPMorgan Securities as a sell-side analyst focusing on the gaming and lodging industries. Prior to joining the firm, Gloria was employed by Robertson Stephens as a sell-side analyst covering the gaming and lodging industries. From 1995 to 2000, she worked in direct real estate investment and valuation for both Arthur Andersen and Starwood Capital Group, a real estate private equity fund. Gloria holds a Bachelors of Science and Masters degree in hotel administration from Cornell University and is a CFA charterholder. Demetris Georghiou (born 1983), executive director, is a portfolio manager on the Global Research Enhanced Index (REI) and Europe Research Driven Process (RDP) equities desk, based in London. Demetris is responsible for leading our core European RDP portfolios and is a co-manager on our higher 11

78 tracking error REI portfolios. An employee since 2007, Demetris obtained a MEng in Electrical and Electronic Engineering from Imperial College London and is CFA qualified. Frances Gerhold, executive director, is a client portfolio manager in the Global Equities Team, based in London. An employee since 2007, she is responsible for product management and client servicing across the spectrum of global equity strategies. Frances obtained a BSc in Mathematics from the University of Bath and is a CFA charterholder. Aryeh Glatter (born 1967), executive director, is a portfolio manager in the U.S. Equity Group. Prior to joining the firm in 2011, Aryeh was a portfolio manager at AllianceBernstein, where he managed large cap equities from 2000 to Aryeh began his career at Alliance Capital as an equity analyst in 1992 covering a broad range of consumer industries. Prior to completing his M.B.A., Aryeh worked from 1988 to 1990 as an associate in the Public Finance Dept. of Citicorp Investment Bank. He holds a B.S. from Brooklyn College and an M.B.A. from New York University Stern School of Business. Piera Elisa Grassi (born 1976), executive director, is a client portfolio manager in the Global Research Enhanced Index (REI) equity desk, based in London. An employee since 2004, Piera Elisa was previously a portfolio manager and quantitative analyst in Global REI. Prior to joining, Piera Elisa was a bond quantitative analyst and risk analyst at foreign ad Colonial Asset Management. Before this, she worked for BARRA in London, focusing on equity risk management and portfolio construction. Piera Elisa obtained a Laurea from Bocconi University in Milan. Neil Gregson (born 1962), managing director, is a portfolio manager in the Global Equities Team based in London, and is a member of the team responsible for global natural resources mandates. Neil joined the team in September 2010 from CQS Asset Management where he was a Senior Portfolio Manager and Head of the Long-Only Business, with particular focus on the natural resources sector. Prior to this, Neil was the head of Emerging Markets at Credit Suisse Asset Management where he managed gold and resource equity funds. Neil began his career holding various positions at mining and resource companies, including a role as a mining investment analyst at South African company Gold Fields. He is a qualified mining engineer and holds a BSc in Mining Engineering from Nottingham University. Clare A. Hart (born 1970), managing director, is a portfolio manager in the U.S. Equity Group. An employee since 1999, Clare is the lead portfolio manager of the JPMorgan Equity Income Fund and the JPMorgan Growth & Income Fund. Prior to joining the team, Clare was with Salomon Smith Barney s equity research division as a research associate covering Real Estate Investment Trusts. She began her career at Arthur Andersen, working as a public accountant. Clare holds a B.A. in political science from the University of Chicago, an M.S.A. from DePaul University and a C.P.A. granted by the State of Illinois. Phillip D. Hart (born 1980), managing director, is a portfolio manager in the U.S. Equity Group. An employee since 2003, his responsibilities include managing all of behavioral finance small-cap strategies. Previously, he worked on quantitative research and the daily implementation and maintenance of portfolios for the group. Phillip obtained a B.A. in economics from Cornell University and is a CFA charterholder. Kay Herr (born 1971), managing director, is a portfolio manager in the U.S. Equity Group. An employee since 1999, Kay previously covered the office/industrial REIT sector as an equity research analyst. Prior to that, she covered consumer stable and cyclical sectors in the U.S. Fixed Income Credit Research Group. Prior to joining the firm, she was a credit research analyst with Prudential Securities in its municipal bond research department. Kay holds a B.A. in economics from the University of Virginia and an M.B.A. with distinction from New York University Stern School of Business, where she was a Dean's Scholar. She is also a CFA charterholder. Shudong Huang (born 1958), executive director, is a senior portfolio manager of the U.S. Behavioral Finance Equity Group responsible for the U.S. Dynamic Plus strategy. Shudong transferred to the team from the Columbus Investment team where he was a member of the portfolio management team for the Market Neutral and Quantitative Large Cap Core Plus portfolio. Previously he was also responsible 12

79 for developing and upgrading the stock selection model, and providing research for asset allocation strategies. Prior to joining Banc One Investment Advisor in 2000, he served as a market research manager for Bank One Retailing Marketing group, and prior to that, an analyst in Bank One Retailing Marketing group. He joined Bank one in Before joining Bank One, he was a market research analyst in Tandy Corporation in Fort Worth, Texas. He earned a Master s degree in Economics from Eastern Illinois University and another Master s degree in Information Technology at University of Texas at Arlington. He is a CFA charter holder, a member of the CFA institute, and a member of the Columbus Society of Financial Analysts. Jeroen Huysinga (born 1964), managing director, is a portfolio manager in the Global Equities Team. An employee since 1997, he previously spent two years at Lombard Odier (UK) Ltd., where he was a Japanese equity portfolio manager. Prior to this, he held positions with the British Steel pension fund as a UK analyst and latterly a Japanese equity portfolio manager, after beginning his career at Lloyds Bank. Jeroen obtained a BA in Economics and International Studies from the University of Warwick. Jeroen is an associate of the Institute of Investment Management and Research. Jon Ingram (born 1978), managing director, is a portfolio manager and head of the Dynamic team within the European Equity Group. An employee since 2000, Jon was previously an analyst within the Dynamic team. Prior to this, he was a quantitative investment analyst in the currency group. He obtained an M.Eng (Hons) in Natural Sciences (Metallurgy) from Oxford University. He is a CFA charterholder. George Iwanicki, Jr. (born 1961), managing director, is a portfolio manager, and the global macro strategist within the Emerging Markets Equity Team based in New York. An employee since 1992, he is responsible for Global Emerging Markets Portfolios and chairs the Asset Allocation Committee. Prior to that, he served several years as the U.S. Economist as well as the North American representative in the firm s Macro Research Group (a trans-atlantic team formed in 1995 to manage the global asset allocation process). Prior to joining the firm, he spent five years as an economist at Kidder, Peabody & Co., Inc. George s graduate work at Columbia University specialized in macroeconomics, econometrics, and international trade & finance. He holds an A.B.D. (Master of Philosophy) in Economics from Columbia University, and a B.A. in Mathematics and Economics from the State University of New York. Erina Jindai (born 1977), vice president, is a client portfolio manager in the Japan Research Driven Team in London. An employee since 2001, she previously worked in the new business proposal team specializing in Asian and Japanese equity products. She joined the company as a graduate trainee in the MFJ Retail Marketing Group in J.P. Morgan Fleming Asset Management (Japan) Ltd, Tokyo. Erina obtained a BA in Foreign Languages and International Relations from Sophia University, Tokyo. Peter Kirkman (born 1969), managing director, is a portfolio manager and co-head of Global Thematic and Sector Funds in the Global Equities Team, based in New York. An employee since 2001, Peter was previously the chief investment officer and the senior portfolio manager of the Fleming Japan Team. Before joining the firm, he was the senior portfolio manager of Japan Equities at the Trust Company of the West (TCW) in London and a portfolio manager in Japan Equities at Prudential U.K. Peter holds a B.Sc. (Hons) in accountancy from the University of East Anglia and an M.Phil. in management studies from Cambridge University. He is also an associate of the U.K. Society of Investment Professionals (ASIP). Jason Ko (born 1979), executive director, is a co-portfolio manager in the U.S. Equity Group. An employee since 2002, Jason covers selected areas within the REIT and specialty finance sectors for the Equity Group. Previously, Jason worked as a research associate focusing on REITs and industrial cyclical sectors, and as an investment assistant in the U.S. Active Equity Group. Jason holds a B.S. in electrical engineering and a B.A. in economics from Brown University. He is also a CFA charterholder. Louise Kooy-Henckel (born 1974), managing director, is a client portfolio manager for Global Equities Team, based in London. A JPMorgan Asset Management employee since 1997, Louise is responsible for product management and client servicing across the spectrum of global equity strategies. Prior to joining the Global Equities Team, Louise was previously an institutional client advisor in the continental 13

80 European and UK client teams following her role as head of the Continental European Client Account Management Team. Before joining JPMorgan Asset Management, Louise spent three years at State Street based in Germany and later in Australia. Louise holds a BSc in Financial Economics from University of London. Anis Lahlou-Abid, Managing Director, is a portfolio manager within the Dynamic/Unconstrained Team of the J.P. Morgan Asset Management European Equity Group in London. An employee since 2000, Anis joined the Asset Management division in 2005 where he co-manages Long/Short and Absolute Return products as well as Pan European Long only funds targeting high alpha returns. Prior to this, Anis spent five years in J.P. Morgan s Investment Banking division, where he worked in the M&A and Equity Capital Markets departments in London, Paris and Sydney. Anis graduated from ESSEC Graduate School of Management in Paris, France and is a CFA Charterholder. Timothy Leask (born 1964), managing director, is a client portfolio manager in the Global Equities Team, based in New York. An employee since 1997, Tim is responsible for reporting to institutions in North America on international equity portfolios managed by the Global Equities Team. He was previously a client portfolio manager for the Global Emerging Markets Portfolio Group in London. Prior to this, he was managing director of Fleming Ansa Merchant Bank, the Fleming Group's joint venture in Trinidad. Tim spent 10 years in the manufacturing sector working closely with financial institutions and governments in a wide variety of international markets. Tim has a B.A. in Spanish and Latin American studies from the University of Newcastle Upon Tyne. He also studied at universities in Spain and Portugal and taught at the University of Quindío in Colombia. Steven Lee (born 1969), managing director, is a portfolio manager on the U.S. Disciplined Equity Team. Before assuming this role in January 2014, Steven spent the previous ten years as an analyst on the research team, responsible for covering the autos, transportation and aerospace/defense sectors. Prior to joining the firm in 2004, he was a research analyst covering the global chemicals sector at Sanford Bernstein Investment Research and Management. He previously held positions as a management consultant with Booz-Allen & Hamilton and as an engineer with Ford Motor Company. Steven graduated with a dual degree from the Management and Technology Program at the University of Pennsylvania with a B.S. in economics from the Wharton School of Business, majoring in finance, and a B.S. in engineering from the School of Engineering and Applied Science, majoring in mechanical engineering and applied mechanics. He also holds an M.S. in mechanical engineering from the Massachusetts Institute of Technology and an M.B.A. from the University of Michigan. Thomas Leventhorpe (born 1965), managing director, is a client portfolio manager with the Global Emerging Markets Team. An employee since 2007, he is responsible for product management, portfolio management communications and client servicing across institutional and fund relationships. His client coverage includes corporations, public funds, endowments and foundations. Prior to joining JPMorgan, he worked as an Asian equity product manager and was director of Foreign Institutional Sales at ABN Amro for six years. Before that, Thomas worked at WI Carr, Marlin Partners and SBC. He holds Series 7 and 63 licenses. Thomas Luddy (born 1952), managing director, is a portfolio manager in the U.S. Equity Group with responsibility for the Large Cap Core and Large Cap Core Plus 130/30 strategies. An employee since 1976, Tom has held numerous key positions in the firm, including global head of equity, head of equity research and chief investment officer. He began his career as an equity research analyst, and became a portfolio manager in Tom holds a B.S. in economics and mathematics from St. Peter's College and an M.B.A. from the Wharton School of Business at the University of Pennsylvania. He is also a CFA charterholder. Sebastian Luparia (born 1972), managing director, is a regional portfolio manager for Latin America portfolios, with a specialization in Brazil, within the Emerging Markets Equity Team based in Sao Paulo. He joined the firm in 1996 and prior to joining the Emerging Markets Equity Team was a senior analyst for the Latin American natural resources, cement and construction sectors and global coordinator for the basic materials sector. Previously, Sebastian was an equity and fixed income analyst in Buenos Aires. 14

81 Fluent in English, Spanish and Portuguese, he holds a B.A. and M.A. in economics from the Argentina Catolica University of Buenos Aires. Gregory B. Luttrell (born 1962), managing director, is a portfolio manager in the U.S. Equity Group responsible for managing the Dynamic Growth Fund. Prior to joining the firm in 2007, Greg worked as a portfolio manager at TIAA-CREF where he ran a $12 billion large cap growth fund. Prior to that, he started and ran TIAA-CREF s mid cap growth fund. Greg also has previous experience as an analyst covering the healthcare, financial services and technology sectors. He holds a B.S. in finance from Indiana University and an M.B.A. in finance and international business from New York University Stern School of Business. He is a member of both the New York Society of Security Analysts and The CFA Institute and is a CFA charterholder. Georgina Perceval Maxwell (born 1960), managing director, is a portfolio manager in the Global Equities Team in London. An employee since 1997, Georgina was previously a senior investment manager with Lombard Odier Ltd. in London, where she managed Asia ex-japan portfolios for North American and European institutional clients. She was based in Hong Kong following the Asian markets with special responsibilities for Malaysia, Singapore and Indonesia for three years. Prior to this, from 1986 to 1993, Georgina was a director of Kleinwort Benson International Investment. Before Kleinwort, Georgina was a Pacific Basin analyst with Capel-Cure Myres. Georgina obtained an MA in history from Edinburgh University. Amit Mehta (born 1979), executive director, is a portfolio manager responsible for Global Emerging Markets portfolios based in London. An employee since 2011, Amit previously worked at Prusik Investment Management ( ) and Atlantis Investment Management ( ) where he was an Asian equities Analyst and Portfolio Manager. Prior to that, he was a Global Emerging Markets Analyst at Aviva Investors ( ) and an Investment Consultant at Mercer Investment Consulting ( ). Amit obtained a Bsc (Hons) in Mathematics from Kings College London. He is a holder of the CFA designation. Timothy Morris (born 1981), executive director, is a client portfolio manager with the Global Emerging Markets Team. An employee since 2004, he is responsible for product management, portfolio management communications, and client servicing across institutional and fund relationships. His client coverage includes corporations, public funds, endowments and foundations. Timothy previously worked with international equity clients of the firm s depositary receipts division. Timothy earned a B.S. in finance from Fairfield University and holds Series 7 and 63 licenses. Tom Murray (born 1972), managing director, is a portfolio manager in Global Equities Team based in London, with particular responsibility for International Equity portfolios. An employee since 1996, Tom was previously the global sector specialist responsible for the energy sector. Tom holds a BA (Hons) in Classics from Bristol University and is a CFA charterholder. Timothy Parton (born 1965), managing director, is a portfolio manager in the U.S. Equity Group. An employee since 1986, Tim has managed a variety of small and mid cap portfolios. He has been managing the U.S. Midcap Growth strategy, which includes the JPMorgan Midcap Growth Fund, since November 2001; and the U.S. Multicap Growth strategy, which includes the JPMorgan Growth Advantage Fund, since its inception in September Tim holds a B.Sc. in economics and accounting from the University of Bristol in England. He is a member of the New York Society of Security Analysts and is a CFA charterholder. Daniel Percella (born 1980), executive director, is a portfolio manager and research analyst in the U.S. Equity Group. An employee since 2008, Dan was previously a member of Institutional Investor-ranked equity research teams covering the transportation sector at Bear Stearns, Bank of America and Citigroup. Dan holds a B.S. in economics from Georgetown University s Walsh School of Foreign Service and is a member of both the New York Society of Security Analysts and The CFA Institute. He is also a CFA charterholder. 15

82 John Piccard (born 1970), Executive Director, is a client portfolio manager in the U.S. Equity Group. He rejoined the firm after spending 10 years at Lord, Abbett & Co. as a portfolio manager and research analyst. Previously, John served as a portfolio manager at J.P. Morgan Investment Management. He originally joined the firm as an associate in asset-liability and proprietary portfolio management. John holds a B.A. in economics and philosophy from Fordham University and an M.A. in Economics from New York University. He is a CFA charterholder. Lawrence Playford (born 1968), managing director, is a portfolio manager in the U.S. Equity Group. An employee since 1993, Larry joined the investment team as an analyst in 2003 and was named a portfolio manager in Prior to that, Larry served as a client portfolio manager working directly with the U.S. Equity Group's investment teams to communicate investment strategy and results to clients since Larry also was a client advisor at JPMorgan Private Bank, providing investment and financial planning advice to high net worth clients. He joined the firm as a financial analyst, performing strategic planning and analysis for the firm's finance department. Larry holds a B.B.A. in accounting from the University of Notre Dame and an M.B.A. in finance from Fordham University. He is a Certified Public Accountant and a CFA charterholder. Francisco Kit Rodrigo (born 1961), executive director, is a client portfolio manager in the Global Equities Team. An employee since January 2003, Kit was previously with Deutsche Asset Management (formerly Zurich Scudder Investments) first as a portfolio manager on their international equity product and later as a product investment specialist for international and emerging market equities. Prior to that, he was as a portfolio manager at Clemente Capital, Inc. Kit holds a B.A. in economics from Rutgers University and an M.B.A. from New York University. Dennis S. Ruhl (born 1977), managing director, is the Chief Investment Officer of Behavioral Finance in the U.S. Equity Group. A member of the team since 2001, Dennis also acts as a portfolio manager and leads quantitative research and implementation for the broader U.S. Behavioral Finance Team. An employee since 1999, Dennis previously worked on quantitative equity research (focusing on trading) as well as business development. Dennis holds dual bachelor's degrees in mathematics and computer science and a master's degree in computer science, all from MIT. He is the former New York and National Chair of the Board of Minds Matter, a non-profit mentoring organization, and a board member of the MIT Club of New York and regional vice chair of the MIT Educational Council. Dennis is a CFA charterholder. Don San Jose (born 1971), managing director, is a portfolio manager and research analyst in the U.S. Equity Group. An employee since 2000, Don was an analyst in JPMorgan Securities' equity research department covering capital goods companies before joining the small cap group. Prior to joining the firm, he was an equity research associate at ING Baring Furman Selz. Don holds a B.S. in finance from the Wharton School of Business at the University of Pennsylvania and is a member of both the New York Society of Security Analysts and The CFA Institute. He is a CFA charterholder. Yasuko Sato (born 1974), vice president, is a client portfolio manager in the Japan Research Driven Team in London. She was previously an analyst in the Japan Research Driven Team covering the Transportation sector. She joined in 2002 as a graduate trainee. She holds a B.A. in literature from Waseda University, Tokyo, and an M.I.M. (Masters of International Management) from the Thunderbird School of Global Management in Arizona. She is a CFA charterholder. Kamuzu Saunders (born 1981), executive director, is a client portfolio manager in the U.S. Equity Group. An employee since 2003, Kamuzu is responsible for communicating investment performance, outlook and strategy to the firm's clients and sales force. He holds a B.S. in finance and a M.B.A. from Florida A&M University. He also holds Series 7 and 63 licenses. Eytan M. Shapiro (born 1959), managing director, is the Chief Investment Officer of Growth and Small Cap in the U.S. Equity Group. An employee since 1985, he is responsible for managing the U.S. small cap growth strategy, which includes the JPMorgan Small Cap Growth Fund, JPMorgan Dynamic Small Cap Growth Fund, and the JPM US Small Cap Growth Fund. Prior to joining the small cap team in 1992, 16

83 Eytan worked as a portfolio manager in the firm's Hong Kong office. He had previously been an investment analyst at Philips & Drew in London. Eytan holds a B.Sc. in economics from City University, London, and an M.Phil. in economics from Oxford University, and is Series 66 licensed. He is a member of both the New York Society of Security Analysts and The CFA Institute, and a CFA charterholder. Jonathan M. Sherman (born 1971), managing director, is a senior client portfolio manager in the U.S. Equity Group. Prior to joining the firm, Jonathan was a director of Asset Allocation Product Management at UBS Global Asset Management. Before that, he worked as an analyst in the Equity Research and Global Economics Group at Merrill Lynch. Jonathan obtained a B.A. from Syracuse University and an M.B.A. in finance from Fordham University. Zenah Shuhaiber (born 1984), executive director, is a portfolio manager in the Global Equities Team based in London, with portfolio and research responsibilities for style-based strategies. An employee since 2005, she previously served an internship at JPMorgan Private Bank in She obtained a MA in Economics and Management at Oxford University. Zenah is a CFA charterholder. Jonathan K.L. Simon (born 1959), managing director, is a portfolio manager in the U.S. Equity Group. An employee since 1980, Jonathan manages the JPMorgan Mid Cap Value Fund, the JPMorgan Value Advantage Fund, and the JPMF U.S. Value Fund. In addition, he is a portfolio manager of the JPMorgan Growth and Income Fund and the JPMorgan Equity Income Fund. Jonathan joined the firm as an analyst in the London office, transferred to New York in 1983 and became a portfolio manager in Jonathan has held numerous key positions in the firm, including president of Robert Fleming's U.S. asset management operations and chief investment officer of U.S. Value Equity. Jonathan holds a M.A. in mathematics from Oxford University. Helge Skibeli (born 1961), managing director, is the head of the U.S. Equity Research Group. An employee since 1990, Helge became head of research in March Prior to his current role, he was head of J.P. Morgan Investment Management (Singapore) and head of Investment for Asia Pacific ex-japan. Before this, he was head of Pacific Rim ex-japan research. Previously, Helge was an analyst in the Equity Research department in London where he followed the automobile and steel sectors. Prior to that, he worked in security analysis and equity sales in the Norwegian market. Helge obtained an M.A. in general business from the Norwegian School of Management and earned an M.B.A. from the University of Wisconsin. He is a CFA charterholder. Malcolm Smith, Managing Director, is Head of the Client Portfolio Management Team within the J.P. Morgan Asset Management European Equity Group. An employee since 2014, Malcolm was previously with BlackRock where he was a Managing Director within the Fundamental Equities Group. Prior to his time at BlackRock, Malcolm worked for Merrill Lynch Investment Managers, which was acquired by BlackRock in Malcolm obtained an MA in Accountancy from The University of Aberdeen. Tim Snyder (born 1981), executive director, is a portfolio manager in the U.S. Equity Group responsible for the implementation of the Research Enhanced Index (REI) strategies. Tim has been involved in the management of REI portfolios since In addition to his portfolio management responsibilities, Tim works closely with the U.S Equity Director of Research reviewing analyst financial models and highlighting key assumptions and forecasts. An employee since 2003, Tim previously worked as a corporate actions analyst for the firm. He holds a B.S. in finance and economics from the University of Delaware and is a holder of the CFA and CMT designations. Lee Spelman (born 1954), managing director, is the head of U.S. Equity Client Portfolio Managers. An employee since 1989, Lee was previously a senior research analyst in the U.S. Equity Research group following the computer hardware and software sectors. She was also the global technology sector team leader. Prior to joining the firm, she was a partner and Director of Research at Martin Simpson & Co., a sell-side brokerage house specializing in technology research. Lee holds a B.S. in economics from the Wharton School of Business at the University of Pennsylvania and is a CFA charterholder. She is a trustee of the University of Pennsylvania. She holds Series 7, 24 and 63 licenses and is a member of The New York Society of Security Analysts. 17

84 Alexander Stanic, managing director, is a portfolio manager in the Global Equities Team, based in London. Alex has 20 years investment experience, and is focused primarily on Global growth portfolios. Prior to joining the firm, Alex was Head of Global equities at River & Mercantile Asset Management, having founded the division in Previously, Alex spent over a decade at Newton investment management, where he led the global team, and founded the Global Opportunities strategy. He began his career on the European equity team at Cazenove. Alex joined the team in 2015, and holds an MA in Economic & Social Geography from Edinburgh University. Karsten Stroh (born 1965), managing director, is head of the Client Portfolio Management team within the European Equity Group. Prior to this, he was branch manager and head of client portfolio management group responsible for equity and balanced products in Frankfurt. He joined the firm in 1993, after obtaining his diploma from the University of Frankfurt in business administration. Karsten is a member of the CFA Institute and a CFA charterholder. James Sutton, vice president, is a client portfolio manager in the Global Equities Team, based in London. An employee since February 2010, he is responsible for product management and client servicing across the spectrum of global equity strategies. James obtained a BA (Hons) in Modern History from the University of Oxford. Pavel R. Vaynshtok (born 1973), managing director, is a senior portfolio manager of the U.S. Behavioral Finance Equity Group responsible for the Intrepid strategies. He rejoined the firm in Previously Pavel was a portfolio manager and the head of quantitative research at ING Investment Management where he managed fundamental and quantitative equity portfolios and led quantitative research team in conducting research for all ING equity strategies in the U.S. From 1999 until 2002, Pavel was a portfolio manager and a quantitative research analyst in J.P.Morgan s U.S. Behavioral Finance Small Cap Equity Group. Pavel started his career at Accenture where he was a senior consultant in the Financial Services Practice. Pavel earned his M.B.A. in finance from the University of Michigan Business School and a B.S. in operations research and economics from the Columbia University School of Engineering and Applied Science. Pavel is a CFA charterholder. Howard Williams (born 1960), managing director, is head of the Global Equities Team, based in London, responsible for all multi-market investment in JPMorgan and JF Asset Management. An employee since 1994, he was previously employed at Shell Pensions in London as senior portfolio manager and head of UK equities. Prior to this, he spent three years managing global invested offshore pension funds in Bermuda for Shell Trust. Howard also spent five years at Kleinwort Benson Investment Management as a portfolio manager specializing in UK equities. His career started with three years at James Capel & Co. Howard holds an MA in Geography from Cambridge University. Sam Witherow, vice president, is a global sector specialist in the Global Equities Team. An employee since 2008, he is responsible for covering the global energy sector. Sam obtained a BSc (Hons) in Economics and Politics from the University of Bristol and is a CFA charterholder. Timothy Woodhouse, vice president, is a portfolio manager in the Global Equities Team. An employee since 2008, he was previously a research analyst in the European Equity Research Team, in London, working in the TMT sector. Tim obtained a BSc (Hons) in Economics from the University of York. Tim is a CFA charterholder. Gerd Woort-Menker (born 1956), managing director, is a senior portfolio manager in the Global Equities Team, based in New York. An employee since 1987, Gerd started his investing career as a research analyst following the European insurance industry, was later promoted to head of European research, and then named global head of research. Gerd currently manages international and global equity portfolios; he has also managed the International Value strategy since its inception. Gerd began his career at VARTA in Hanover, where he was a financial comptroller. Gerd obtained a business accounting degree from Muenster University and earned an MA in Economics from Freiburg University. He is a CFA charterholder. 18

85 Raffaele Zingone (born 1968), managing director, is a portfolio manager in the U.S. Equity Group. An employee since 1991, Ralph is responsible for the management of a range of large cap structured equity portfolios. Prior to this role, he was a research analyst following the aerospace, environmental, and diversified manufacturing sectors. Upon joining the firm, he was a quantitative equity analyst and later served as a U.S. Equity portfolio manager in London and New York. Ralph received his B.A. in mathematics and economics from the College of the Holy Cross and his M.B.A. in finance from New York University Stern School of Business. He is a CFA charterholder. Summary of Professional Designations This Summary of Professional Designations set forth below is provided to assist you in evaluating the professional designations and minimum requirements included in the biographies of the investment professionals listed herein. CFA Chartered Financial Analyst The Chartered Financial Analyst designation is issued by the CFA Institute. In order to obtain a CFA designation, a person must have either (i) an undergraduate degree and four years of professional experience involving investment decision-making or (ii) four years of qualified work experience (full time, but not necessarily investment related). In addition, the following educational requirements are required to receive a CFA designation (i) completing an educations program which includes 250 hours of study for each of the three levels and (ii) successfully completing three examinations. There are no continuing education or experience requirements for maintaining a CFA designation. CPA Certified Public Accountant In order to become a certified public accountant, a person must pass a Uniform Certified Public Accountant Examination which is set by the American Institute of Certified Public Accountants and administered by the National Association of State Boards of Accountancy. In addition, the person must have an undergraduate degree, successfully completed various business and accountancy related courses, have two years of general accountancy experience supervised by a CPA and successfully complete an ethics course. Each state mandates the amount of continuing education required to maintain a CPA. Disciplinary Information The supervised persons have no disciplinary information to report. Other Business Activities The supervised persons have no other business activities to report. Additional Compensation The supervised persons do not receive any additional compensation. Supervision The Equity team periodically reviews all client accounts to examine compliance with clients investment objectives and account guidelines and the group s current investment processes and practices. In addition, the Equity team monitors its supervised persons by maintaining portfolio compliance monitoring 19

86 systems, which monitors client accounts for adherence with client specific guidelines and restrictions, and product and regulatory requirements. The information in this brochure supplement does not include all the specific review processes applicable to a particular client account. Clients are urged to ask questions regarding the review process applicable to their account and to read all product-specific disclosures. The advisory activities of the core and value equity teams are supervised by Paul Quinsee, Chief Investment Officer for Core and Value Strategies. His contact number is (212) The advisory activities of the growth and small cap strategies are supervised by Eytan M. Shapiro, Chief Investment Officer for Growth and Small Cap Strategies. His contact number is (212) The advisory activities of the behavioral strategies are supervised by Dennis S. Ruhl, Chief Investment Officer of Behavioral Finance Strategies. His contact number is (212) The advisory activities of the global strategies are supervised by Howard Williams, Head of the Global Equities Team. His contact number is The advisory activities of the currency strategies are supervised by Jonathan Griggs, Chief Investment Officer of the Currency Group. His contact number is The advisory activities of the emerging market strategies are supervised by Richard Titherington, Chief Investment Officer and Head of the Emerging Markets Equity Team. His contact number is The advisory activities of the Japan strategies are supervised by Sherene Ban. Her contact number is The advisory activities of the global REI and diversified strategies are supervised by Piera Elisa Grassi. Her contact number is The advisory activities of the European equities strategies are supervised by Michael Barakos, Chief Investment Officer of the European Equities Group. His contact number is

87 Form ADV Part 2B Brochure Supplement J.P. Morgan Investment Management Inc. Global Fixed Income, Currency & Commodities File No Park Avenue, New York, NY (212) November 3, 2015 This brochure supplement provides information about the following supervised persons that supplements the J.P. Morgan Investment Management Inc. ( JPMIM ) brochure. You should have received a copy of that brochure. If you did not receive JPMIM s brochure please contact your Client Service Manager. If you have any questions about the contents of this supplement please contact Gregory Tell at (212) The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (the SEC ) or by any state securities authority. Additional information about the following supervised persons is available on the SEC s website at 1

88 Table of Contents Supervised Persons... 3 Educational Background and Business Experience... 4 Disciplinary Information Other Business Activities Additional Compensation Supervision

89 Supervised Persons 270 Park Avenue, New York, NY James Ahn Cary Fitzgerald Scott McKee Emil Babayev Jonathan Fraade Robert Michele Igor Balevich Anne Greenwood Michael Murray Elizabeth Borowiec Andrew Headley Richard Oswald Anthony Candelmo Russell Klein Matthew Pallai Peter Chappelear Peter Kocubinski Ashley Potter Benjamin Christensen Prashant Lamba Paul Ryan Donald Clemmenson Didier Lambert Richard Taormina Lisa Coleman Steven Lear Gregory Tell Bob Dewing Deepa Majmudar Ted Ufferfilge Kevin Ellis Andrew Maschhoff Diana Wagner 1 E Ohio Street, Indianapolis, IN Robert Cook Thomas Hauser 8044 Montgomery Road, Cincinnati, OH Chad Engelbert William Morgan James Shanahan, Jr. James Gibson Frederick Sabetta 1111 Polaris Parkway, Columbus, OH Kris Beachnau Gregg Hrivnak Susan Parekh Kimberly Bingle Mark Jackson Thad Paskell Mark Byers Darryl Jenkins Michael Sais Donald Clark Matt Kelbick Dawn Silvia Stephen Deibel Toby Maczka Peter Simons Timothy Eisel Robert Manning Henry Song Richard Figuly Michael McClinchie Erin Spalsbury Wendy Fletcher Barbara Miller Paul Swoboda Douglas Gimple Michael Myers Jennifer Tabak Scott Grimshaw Christopher Nauseda Joseph Walden Joseph Hisdorf John Nicely Timothy Holihen J. Andrew Norelli 8 Connaught Road, Hong Kong, Stephen Chang 20 Finsbury Street, London, EC2Y 9AQ, United Kingdom Pierre-Yves Bareau Nicholas Handley David Tan Nicholas Gartside Nigel Rayment Nima Tayebi Roger Hallam Iain Stealey 3

90 Educational Background and Business Experience Set forth below is the educational background and business experience of the supervised persons with the most significant responsibility for managing each of the investment strategies. Additional supervised persons may communicate with you and/or have joint responsibility for the management of your account. Please contact Gregory Tell (212) for a comprehensive list of the JPMIM Fixed Income Global Fixed Income, Currency & Commodities supervised persons. BROAD MARKETS Core Investment Grade/Core Plus Team Steven Lear J. Andrew Norelli Timothy Holihen Richard Figuly Frederick Sabetta Benjamin Christensen Mark Jackson Diana Wagner Core Bond Team Barbara Miller Christopher Nauseda Timothy Holihen Scott Grimshaw Peter Simons John Nicely Richard Figuly Henry Song Intermediate Duration Bond Team Scott Grimshaw Henry Song Christopher Nauseda Peter Simons Mark Byers John Nicely Short Duration Bond Team (Value-Driven) Richard Figuly John Nicely Susan Parekh Gregg Hrivnak Timothy Eisel Short Duration Team (Macro-Driven) Steven Lear Cary Fitzgerald Ted Ufferfilge Mortgage-Backed Securities Team (Value-Driven) Michael Sais Robert Manning Paul Swoboda Richard Figuly Henry Song Mortgage-Backed Securities Team (Macro-Driven) Steven Lear Andrew Headley Richard Oswald Government/Intermediate Gov t Bond Team Michael Sais Mark Byers John Nicely Scott Grimshaw Douglas Gimple EMERGING MARKETS DEBT TEAM Pierre-Yves Bareau Didier Lambert Stephen Chang Scott McKee Emil Babayev Richard Oswald HIGH YIELD Global High Yield Team (Indianapolis) Robert Cook Thomas Hauser High Yield/Loans/Distressed Debt Team (Cincinnati) William Morgan Frederick Sabetta James Shanahan, Jr. James Gibson 4

91 Leveraged Loans Team (Cincinnati) William Morgan James Gibson James Shanahan, Jr. Chad Engelbert INTERMEDIATE INVESTMENT GRADE/STABLE VALUE TEAM Steven Lear Anthony Candelmo Peter Chappelear INFLATION PROTECTED TIPS/Real Return Team Steven Lear Donald Clemmenson Jonathan Fraade Inflation Managed Bond Team Steven Lear Deepa Majmudar Jonathan Fraade Scott Grimshaw Timothy Holihen COMMODITIES TEAM Peter Kocubinski Jonathan Fraade GLOBAL FIXED INCOME INSURANCE SOLUTIONS TEAM Steven Lear Kimberly Bingle Gregory Tell Michael Sais Robert Manning Matt Kelbick Anthony Candelmo Andrew Maschhoff Dawn Silvia Donald Clark Joseph Walden CURRENCY TEAM Roger Hallam Nicholas Handley Nigel Rayment Nima Tayebi STRATEGIC BOND/MULTI-SECTOR TEAM Robert Michele Matthew Pallai Richard Oswald Nicholas Gartside Iain Stealey GLOBAL INVESTMENT GRADE CORPORATE CREDIT TEAM Lisa Coleman Russell Klein Anne Greenwood GLOBAL GOVERNMENT AND AGGREGATE STRATEGIES TEAM Nicholas Gartside David Tan Richard Oswald MID-INSTITUTIONAL TEAMS Core Bond/Intermediate Bond Team Barbara Miller Stephen Deibel John Nicely Michael McClinchie Thad Paskell Short Duration Bond Team Barbara Miller Toby Maczka Joseph Hisdorf Wendy Fletcher 5

92 Treasury and Agency Bond Team Barbara Miller Darryl Jenkins Joseph Hisdorf Kris Beachnau Thad Paskell Corporate Only/Floating Rate Note Team Barbara Miller Wendy Fletcher John Nicely Stephen Deibel LIABILITY DRIVEN INVESTMENT SOLUTIONS TEAM Steven Lear Mark Jackson Henry Song Elizabeth Borowiec Michael Murray Igor Balevich Anthony Candelmo Erin Spalsbury Prashant Lamba MUNICIPAL FIXED INCOME TEAM Richard Taormina Kevin Ellis Michael Myers James Ahn Jennifer Tabak Kimberly Bingle GLOBAL INFRASTRUCTURE DEBT TEAM Bob Dewing Paul Ryan Ashley Potter James Shanahan, Jr. Biographies James Ahn (born 1970), managing director, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. Based in New York, James is a senior portfolio manager for the Tax Aware Strategies team and manages tax aware mutual funds with the additional responsibility of strategy development & coordination for various products managed within the team. He is the lead portfolio manager on separately-managed short-duration accounts for U.S. tax-paying corporate investors, as well as clients of the JP Morgan Private Bank. Prior to joining the firm in 1996, he worked at Pricewaterhouse Coopers, LLP. James holds a B.S. in economics from the University of Pennsylvania. Emil Babayev (born 1979), executive director, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. Based in New York, Emil is lead portfolio manager for our hard currency debt strategies within the Emerging Markets Debt Team. An employee since 2000, Emil was previously responsible for the quantitative analysis, trading and the implementation of the EMD strategy. He holds dual B.A. degrees in economics and finance from the New York University Stern School of Business. Igor Balevich (born 1974), executive director, is a client portfolio manager for the Global Liability Driven Investment (LDI) Solutions group. Based in New York, Igor manages relationships with pension clients and helps clients develop and implement investment and risk management strategies. Prior to joining the firm in 2012, Igor was a member of the Pension Solutions Group at Barclays Capital and the Pension Advisory Group at the J.P. Morgan Investment Bank. Prior to that, Igor was an actuarial consultant at Hewitt Associates. Igor holds a B.Sc. in applied mathematics and actuarial science from the University of Calgary. He is a CFA charterholder, a Fellow of the Society of Actuaries, and an Enrolled Actuary. Pierre-Yves Bareau (born 1969), managing director, is the head of the Emerging Markets Debt team in the Global Fixed Income, Currency & Commodities (GFICC) group. In this role, Pierre-Yves is responsible for coordinating resources located in New York, London, Asia and Latin America. Prior to joining the firm in 2009, Pierre-Yves was at Fortis Investments for ten years, serving as the chief investment officer for Emerging Markets Fixed Income. At Fortis, Pierre-Yves oversaw teams based in 6

93 London and Singapore, guided strategy decisions and managed a range of emerging markets mandates. Previously, he spent two years at FP Consult (France), an emerging markets bond and equity boutique, working as a portfolio manager. Pierre-Yves began his career in 1991 at BAREP Asset Management, a hedge fund boutique owned by Societe Generale, serving as an emerging markets portfolio manager. Pierre-Yves holds a graduate degree in finance and a master s degree in management from the Groupe Ecole Supérieure de Commerce et de Management Tours-Poitiers (ESCEM) in France. Kris Beachnau (born 1970), vice president, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. Based in Columbus, Kris is a portfolio manager for the Mid-Institutional team and is responsible for market strategy, tactical allocation decisions, and security selection for fixed income portfolios managed across various platforms including Institutional and Global Wealth Management. Kris has held several positions within the firm including Investment Systems Analyst for the taxable and municipal fixed income groups. He also worked as a senior performance reporting analyst. Before joining the firm in 1998, Kris worked at Huntington National Bank as a personal banker, and a recordkeeping analyst in the retirement plans department. Kris holds a B.A. in mathematics and economics from SUNY Geneseo, and an M.B.A. from Franklin University. Kimberly Bingle (born 1963), executive director, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. Based in Columbus, Kimberly is a senior portfolio manager for the Tax Aware Strategies team and manages tax aware mutual funds, insurance accounts, and institutional accounts. Prior to joining the firm in 1998, Kimberly was a senior securities portfolio manager at Nationwide Insurance Company in Columbus, Ohio, where she was responsible for managing U.S. government bond portfolios, corporate portfolios, and also specialized in the collateralized mortgage obligation (CMO) sector. Kimberly was a member of the Investment Advisory Committee for the Dave Thomas Foundation for Adoption from Kimberly holds a B.A. in finance from Pennsylvania State University and is a CFA charterholder. Elizabeth Borowiec (born 1963), managing director, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. In this role, she focuses on the U.S. Fixed Income Portfolio Management Group as a portfolio manager. An employee since 2000, she is a team leader charged with strategy development and management of all long duration commingled funds and separate portfolios. Betsy is responsible for long duration strategies with benchmarks that span the range from actively managed to custom liability-based across a broad spectrum of fixed income sectors. She has also been the senior liquidity trader for governments, futures, options and swaps. Prior to joining the firm, Betsy was employed at Fischer Francis Trees & Watts, where she held several roles including long duration portfolio manager, short term portfolio manager, repo trader and relative value strategist for Treasuries, agencies and futures. Betsy holds a B.A. in mathematics and computer science from Temple University. Mark Byers (born 1955), vice president, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. Based in Columbus, Mark is a portfolio manager and is responsible for managing institutional taxable bond portfolios. Prior to joining the firm in 1996, Mark was the chief investment officer for Indiana Corporate Federal Credit Union, responsible for the management of a $1.1 billion fixed income portfolio and financial product sales. He also managed a $900 million bond portfolio for the Life Insurance Company of the Southwest, as well as $2.5 billion in Treasury, municipal and mortgage-backed mutual funds for U.S. League Investment Services. Earlier in his career, Mark was a cash manager for the Halliburton Co. and LTV Corp. Mark holds a B.B.A. in finance from Texas A&M University and is a CFA charterholder. Anthony Candelmo (born 1958), managing director, is a portfolio manager within Global Fixed Income, Currency & Commodities (GFICC) group. Based in New York, Tony manages our long corporate credit strategies for pension clients and insurance companies. An employee since 2002, Tony was previously at LG Partners, managing leveraged equity and fixed income portfolios. Before that, he spent 15 years at Invesco (a successor company of Chancellor Capital Management, a wholly owned subsidiary of USF&G Insurance Company) managing investment grade corporate bond exposure across institutional client accounts. Tony received his B.S. in finance from the Pennsylvania State University and an M.B.A in finance from New York University's Graduate School of Business. 7

94 Stephen Chang (born 1974), managing director, is head of the Asian Fixed Income team within the Global Fixed Income, Currency & Commodities (GFICC) group. Based in Hong Kong, his team is responsible for managing bond portfolios in the region and is active in Asian credit instruments across investment grade and high yield to local currency bonds and convertibles. In addition, his responsibilities include setting macro and asset allocation strategy as part of the broader emerging market debt team. Prior to joining the firm in 2004, Stephen worked with the Royal Bank of Scotland in Hong Kong as senior interest rates and derivatives trader. Previously he was based in New York with Fischer Francis Trees & Watts, Inc. as a global fixed income portfolio analyst and was later appointed as a global fixed income portfolio manager. He holds a B.Sc. in computer science from Cornell University, a M.Sc. in management science from Stanford University and is a CFA charterholder. Peter Chappelear (born 1966), managing director, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. Based in New York, Pete is the head of the firm s Stable Value Group with overall business and client responsibilities. An employee since 1997, Pete has been primarily focused on product and client management for Stable Value and other DC fixed income products. Pete has been involved in the Stable Value Industry for more than 20 years, including positions in the Group Pension Department at Prudential and as a senior consultant at Becker & Rooney, a Stable Value consultant/management firm, and has served on the Stable Value Investment Association (SVIA) Board of Directors. Pete received his B.A. in economics and business from Lafayette College. Benjamin Christensen (born 1979), executive director, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. Based in New York, he is a client portfolio manager responsible for product management, portfolio oversight, client communication and servicing for a variety of clients including central banks, institutional and subadvisory insurance clients related to broad markets strategies. An employee since 2006, Ben was previously in fixed income derivative and foreign exchange sales and was responsible for creating fixed income hedging solutions for corporate clients. Prior to that, Ben was in fixed income derivatives sales at Bank of America Securities. Ben holds a B.S. in finance from the University of Illinois. Donald Clark (born 1962), managing director, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. Based in Columbus, he is a senior portfolio manager and is responsible for managing investments consistent with the unique requirements of insurance industry clients. Prior to joining the firm in 2003, Don was a corporate sector manager for the Fixed Income Group of Aeltus Investment Management, Inc., where he managed and traded investment-grade corporate bonds across $13 billion of fixed income portfolios in five investment styles, as well as serving on Aeltus asset allocation committee. Prior to this, Don managed a $7 billion multi-sector bond portfolio in the general account of Aetna Life & Annuity Co. and served as a mortgage research analyst. He holds a B.A. in history and economics from Swarthmore College, an M.B.A. in finance from the University of Connecticut and is a CFA charterholder. Donald Clemmenson (born 1960), managing director, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. Based in New York, he trades governments, futures, agencies, supras and sovereigns and is responsible for overseeing all trading executed by the New York-based GFICC team. As a part of the U.S. Fixed Income Portfolio Management team, Don is involved in both the Short Duration and Inflation-linked Bond investment process and oversees our Real Return portfolios. An employee since 1984, Donald previously traded mortgages, corporates, preferred stock, nondollar, foreign exchange, high yield, emerging markets and money markets. Prior to that, he was involved with the Short-Term Group managing prime money market funds. Donald holds a B.S. in finance from St. John s University. Lisa Coleman (born 1959), managing director, is the head of the Global Investment Grade Corporate Credit team in the Global Fixed Income, Currency & Commodities (GFICC) group. Prior to joining the firm in 2008, Lisa was at Schroder Investment Management for eight years, serving as the head of Global Credit Strategies and the head of European Fixed Income. Previously, she was at Allmerica Financial for six years, managing core and corporate bond portfolios. Before this, Lisa was Deputy Manager of Global 8

95 Fixed Income at Brown Brothers Harriman for five years, managing corporate bond, asset-backed security, mortgage-backed security and government bond portfolios. Between 1986 and 1989, Lisa worked at Merrill Lynch in foreign exchange sales and at Travelers Insurance Company as an analyst and portfolio manager. Lisa began her career at the Federal Reserve Bank of New York in 1981, holding roles in the foreign exchange and foreign relations departments. Lisa holds a B.A. in economics from Trinity College, Hartford, Connecticut and a M.A. in international banking and finance from the School of International and Public Affairs at Columbia University, New York. In addition, she is a CFA charterholder and holds the Investment Management Certificate from the UK Society of Investment Professionals. Robert Cook (born 1969), managing director, is the global head of the High Yield team in the Global Fixed Income, Currency & Commodities (GFICC) group. Based in Indianapolis, he is the lead portfolio manager and is responsible for overseeing high yield total return strategies, sub-advised mutual fund assets and absolute return credit products. Rob is also a member of the Global Fixed Income Macro Strategy Team. Prior to joining the firm in 2004, Rob spent ten years at Advisors, most recently as co-head of the Fixed Income investment process, responsible for managing high yield total return assets and directing credit research. Previously, he worked at PNC Bank s investment banking division in Pittsburgh, where he was involved with syndicated loans, M&A, private placements and structured products. Rob holds a B.S. in finance from Indiana University, is a member of the Indianapolis Society of Financial Analysts, and is a CFA charterholder. Stephen Deibel (born 1966), executive director, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. Based in Columbus, Stephen is a senior portfolio manager for the Mid- Institutional team and is responsible for market strategy, tactical allocation decisions, and security selection for fixed income portfolios managed across various platforms including Institutional and Global Wealth Management. An employee since 1988, Stephen has held several positions within the firm, including portfolio analyst, market analyst and investment officer in the organization s treasury department. Most recently, he was a senior portfolio manager in the National Asset Management Division. Stephen holds a B.S. in finance and business management from Franklin University and is a CFA charterholder. Bob Dewing (born 1953), managing director, is a portfolio manager for the Infrastructure Debt Fund in the Infrastructure Investments Group. Additionally, he is also an adjunct professor at Columbia University s Graduate School of Business teaching project finance and supervising independent studies of graduate students. Before joining the firm in 2011, Bob held many positions during his 23 years at Citigroup including managing director of Infrastructure and Energy Finance in New York, managing director of Project Finance in Hong Kong, general manager with Citibank Ltd., in Australia and vice president at Citibank in New York. Previously, he was a company director of the family-owned machinery-leasing business at Viking Ltd in England. Bob began his career in 1974 when he joined the Anglo American Corporation in South Africa as a manager of the Vaal Reefs gold mine where he was responsible for Project development with the Technical Services Division and line. He holds a B.Sc. with honors in engineering and mining engineering from the Royal School of Mines, Imperial College, in England and an M.B.A from The University of Chicago. Timothy Eisel (born 1969), vice president, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. Based in Columbus, Tim is a portfolio manager and is responsible for managing institutional taxable bond portfolios. Prior to joining the firm in 1997, Tim was a portfolio manager at First of America Investment Corporation in Kalamazoo, Michigan. Prior to that, he served as a mutual fund trader at First of America Brokerage Services and as a trust tax technician at First of America Bank Corp. Tim holds a B.A. in economics from Calvin College and Seminary and an M.B.A. in finance from Western Michigan University. Kevin Ellis (born 1972), executive director, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. Based in New York, Kevin is a senior portfolio manager for the Tax Aware Strategies team and is responsible for managing tax aware separate accounts. Before joining the firm in 2003, Kevin worked at Alliance Capital/Sanford Bernstein as a municipal bond trader. Kevin holds a B.S. in business administration from Boston University and is a CFA charterholder. 9

96 Chad Engelbert (born 1974), executive director, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. Based in Cincinnati, he is a credit analyst in the Cincinnati High Yield team and is responsible for covering the utility, textiles, pipelines, distributors, and retail industries. Prior to joining the firm in 2000, Chad was a tax analyst at Deloitte & Touche. He holds a B.S. in accounting with a minor in finance from the University of Dayton and is a CFA charterholder. Richard Figuly (born 1965), managing director, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. Based in Columbus, Rick is a portfolio manager and is responsible for managing institutional taxable bond portfolios. An employee since 1993, Rick previously served as a fixed income trader trading all taxable fixed income securities while specializing in structured products. Prior to joining the firm, Rick was a fiduciary tax accountant at the Bank One Ohio Trust Company. Rick is also a retired Major of the Ohio Army National Guard. He holds a B.S. in finance from The Ohio State University. Cary Fitzgerald (born 1979), managing director, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. As part of the U.S. Fixed Income Portfolio Management team, Cary oversees our short duration and stable value account strategies for institutional clients. In addition, he manages core taxable account strategies for the Private Bank. An employee since 2000, Cary previously worked on the Fixed Income Client Portfolio Management Team in the Private Bank and as an analyst within the Internal Consulting Services (ICS) Leadership Development Program. Cary holds a B.B.A. from the College of William and Mary. Wendy Fletcher (born 1963), executive director, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. Based in Columbus, Wendy is a senior portfolio manager for the Mid- Institutional team and is responsible for market strategy, tactical allocation decisions, and security selection for fixed income portfolios managed across various platforms including Institutional and Global Wealth Management. Wendy joined the firm in 1999 as a fixed income trader, and quickly assumed liquidity management portfolio responsibilities. From there, she joined the Institutional Global Cash team managing over $475 billion in assets in mutual funds and Institutional accounts. Prior to joining the firm, she worked in sales as a fixed income specialist for Prudential Securities. Jonathan Fraade (born 1959), managing director, is a senior client portfolio manager in the Global Fixed Income, Currency & Commodities (GFICC) group. Based in New York, Jon covers institutional clients and consultants and has senior coverage responsibility for real return products. Before joining the firm in 2011, Jon spent over eight years focused on the commodity markets, first at AIG Financial Products and then at UBS. During this time, he worked closely with a wide variety of institutional investors, consultants, and investment managers as investments in the Bloomberg Commodity Index (formerly the DJ-UBS Commodity Index) grew from approximately $2 billion to $80 billion. With more than 27 years of industry experience, Jon holds a B.B.A. in accounting from George Washington University and an M.B.A. from the Darden Graduate School of Business Administration. He is a CPA and holds Series 7, 24 and 63 licenses as well as the NFA Series 3 license. Nicholas Gartside (born 1975), managing director, is the International Chief Investment Officer of our Global Fixed Income, Currency & Commodities (GFICC) group. In addition, he is the co-manager of our multi-sector fixed income products and serves on the Currency Investment Policy Committee (CIPC). Prior to joining the firm in 2010, Nick was at Schroder Investment Management for eight years, initially as a euro government bond portfolio manager. In 2007, he moved to the global bond team as a global government bond portfolio manager and most recently served as the Head of Global Fixed Income. His previous roles were at Mercury Asset Management/Merrill Lynch Investment Managers. Nick earned a B.A. in History and Politics from Durham University and an M.Phil. in International Relations from Cambridge University. Nick is a CFA charterholder and holds the Investment Management Certificate from the UK Society of Investment Professionals. James Gibson (born 1964), managing director, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. Based in Cincinnati, Jim is the head trader and co-portfolio manager for the 10

97 Cincinnati High Yield team and is responsible for overseeing all high yield trading for the group. An employee since 1988, he held the same role at Banc One High Yield Partners, LLC and Pacholder Associates, Inc. Jim began his career as a high yield analyst and also worked on a number of special projects in the corporate finance area. He holds a B.S. in finance from the University Of Cincinnati College Of Business Administration. Douglas Gimple (born 1972), executive director, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. Based in Columbus, Doug is a client portfolio manager and is responsible for communicating investment strategy, decisions and performance across various fixed income products to clients, prospects and internal partners. An employee since 1995, Doug previously served as an institutional investment manager within the firm's Institutional Asset Management Group, and prior to that, he worked as an analyst in Institutional Asset Management as well as a financial analyst in the finance group. Doug obtained a B.S. in finance from Miami University and an M.B.A. from the University of Dayton and holds Series 7, 63 and 65 licenses. Anne Greenwood (born 1987), associate, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. Based in New York, Anne is a client portfolio manager and is responsible for client retention and the development of new business for investment grade credit portfolios globally. An employee since 2010, she previously worked as a client portfolio manager for the Global LDI Solutions team. Prior to that, Anne was an analyst in the Endowments & Foundations group. Anne obtained an A.B. in sociology from Princeton University, holds the Series 7 and 63 licenses and is a CFA charterholder. Scott Grimshaw (born 1966), executive director, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. Based in Columbus, Scott is a portfolio manager and is responsible for managing institutional taxable bond portfolios. An employee since 1988, Scott was previously a senior fixed income research analyst. Scott holds a B.S. in finance from Miami University, an M.B.A. from The Ohio State University and is a CFA charterholder. Roger Hallam (born 1979), managing director, is the Currency Chief Investment Officer of the Global Fixed Income, Currency & Commodities (GFICC) group. Based in London, he also serves as Chair of the Currency Investment Policy Committee (CIPC). Prior to this role, he was a portfolio manager and interest rate strategist on the Global Rates team. An employee since 2000, Roger previously served as lead interest strategist in peripheral $ bloc markets, recommending and executing peripheral $ bloc trades in segregated and relative value portfolios. He was also involved in the design and implementation of the International Fixed Income Group's derivative infrastructure. Roger has also held fixed income roles in both the middle office and client teams. Roger obtained a B.Sc. in Virology from the University of Warwick and is a CFA charterholder. Nicholas Handley (born 1981), executive director, is a member of the Quantitative Research Group within the Global Fixed Income, Currency & Commodities (GFICC) group. Based in London, he is responsible for developing quantitative investment strategies as well as for overseeing the measurement and analysis of risk across portfolios. An employee since 2003, Nick previously worked as a trader and an implementation portfolio assistant within the Currency Group. Nick holds an M.A. (Hons.), an M.Sci. (Hons.) in experimental and theoretical physics from Cambridge University and is a CFA charterholder. Thomas Hauser (born 1970), managing director, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. Based in Indianapolis, he is the co-lead portfolio manager within the High Yield Fixed Income Team and is responsible for overseeing high yield total return strategies, sub-advised mutual fund assets and absolute return credit products. Prior to joining the firm in 2004, Thomas was at Advisors, most recently serving as a co-portfolio manager on three mutual funds and as the cohead of the Collateralized Bond Obligation (CBO) Group. Previously, Thomas worked at Van Kampen Investments co-managing several high yield mutual funds and leading the high yield trading desk. Thomas holds a B.S. in finance from Miami (Ohio) University, is a member of the Indianapolis Society of Financial Analysts, and is a CFA charterholder. 11

98 Andrew Headley (born 1972), managing director, is the Head of Mortgages for the Global Fixed Income, Currency & Commodities (GFICC) group. Based in New York, he is responsible for overseeing the agency & non-agency mortgage-backed securities, commercial mortgage-backed securities and commercial mortgage loan (CML) investment teams. He is also responsible for managing mortgage portfolios as well as developing and implementing mortgage strategies for multi-sector portfolios. An employee since 2005, Drew previously worked as a portfolio manager at Bear Stearns Asset Management, overseeing the mortgage and asset-backed sectors for the core fixed income strategies. Prior to this, Drew was a portfolio manager at Fischer, Francis, Trees & Watts for eleven years, specializing in mortgage and broad market portfolios. Drew holds a B.S. in economics from the Wharton School of the University of Pennsylvania and is a CFA charterholder. Joseph Hisdorf (born 1979), vice president, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. Based in Columbus, Joe is a client portfolio manager and is responsible for communicating investment strategy, decisions and performance across various fixed income products to clients, consultants, prospects and internal partners. An employee since 2003, Joe has served in various positions within Asset Management which include business analyst, consultant analyst and project manager. Previously, he worked for Bisys Fund Services as a senior mutual fund accountant. Joe holds a B.B.A in finance from the College of Business at Ohio University and holds FINRA Series 7, 63, and 65 licenses. Timothy Holihen (born 1956), managing director, is a senior client portfolio manager within the Global Fixed Income, Currency & Commodities (GFICC) group. Based in Columbus, he leads the Americas Broad Market Strategies CPM team and is responsible for representing the fixed income product to clients and consultants and acts as the liaison between fixed income managers and accounts for strategy implementation and investment policy, guidelines and objectives. An employee with the firm since 1979, Tim was previously responsible to the Central Region for the Institutional Asset Management Group with Banc One Investment Advisors. Tim obtained a B.A. in political science from Indiana University, an M.B.A. in finance from Indiana University and is a CFA charterholder. Gregg Hrivnak (born 1963), managing director, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. Based in Columbus, Gregg is a portfolio manager and is responsible for managing institutional taxable bond portfolios. An employee since 1989, Gregg was previously a fixed income research analyst for the Columbus Taxable Bond Team responsible for asset-backed securities. Prior to joining the firm, Gregg was an accountant for The Limited, Inc. and also held accountant positions at The Ohio Company and Nationwide Insurance. Gregg holds a B.S. in business from Franklin University and is a CFA charterholder. Mark Jackson (born 1961), managing director, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. Based in Columbus, Mark is a portfolio manager and is responsible for managing institutional taxable bond portfolios and the JPMorgan Core Plus Bond Fund. Prior to joining the firm in 1996, he served as a portfolio manager for Alexander Hamilton Life Insurance Company and was also with the Public Employees Retirement System of Ohio as a portfolio manager. Mark holds a B.S. in finance from Miami University and is a CFA charterholder. Darryl Jenkins (born 1960), vice president, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. Based in Columbus, Darryl is a senior portfolio manager for the Mid- Institutional team and is responsible for market strategy, tactical allocation decisions, and security selection for fixed income portfolios managed across various platforms including Institutional and Global Wealth Management. An employee since 1991, Darryl was previously a fixed income trader/analyst for First Chicago NBD Bancorp, an equity trading supervisor at Charles Schwab & Co., and an account executive at PaineWebber. Darryl holds a B.A. in economics from Northwestern University. Matt Kelbick (born 1965), executive director, is a client portfolio manager for the Global Insurance Solutions team. Based in Columbus, he is responsible for communicating investment strategy, decisions, and performance to both clients and internal partners. Matt was previously a fixed income analyst primarily responsible for following the broker/dealer and insurance industries, and before joining the firm, 12

99 he was an accountant, a senior credit analyst, and a portfolio manager for money market mutual funds. Matt holds a B.S. in accounting from the State University of New York at Brockport, and an M.B.A. in finance from Adelphi University, as well as a J.D. from Capital University. Matt is licensed to practice law in the states of New Jersey, New York, and Ohio. Russell Klein (born 1968), managing director, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. Russ is the head of U.S. credit research and an analyst within the Global Investment Grade Corporate Credit Team. Based in New York, he is responsible for leading the Credit Research team and for identifying investment opportunities within the technology, media and telecommunication sectors. An employee since 2004, he previously worked as a credit analyst at Bear Stearns Asset Management, specializing in cable, media and telecommunications. Prior to joining the firm, Russell was a credit analyst at both TimesSquare and WR Huff Asset Management. Russell has also worked in institutional equity sales at Hambrecht & Quist and as a marketing analyst at Forstmann- Leff Associates. He holds a B.S. in finance from Susquehanna University. Peter Kocubinski (born 1977), executive director, is Head of U.S. Macro Sectors within the Global Fixed Income, Currency & Commodities (GFICC) group. Based in New York, Peter is responsible for overseeing the U.S. Interest Rates, Inflation, Volatility and Commodities investment teams. An employee since 1999, Peter has held several roles within the firm including head of the Commodity investment team, head of U.S. Rates investing and Interest Rate Volatility sector team co-head. Prior to his U.S. Rates role, Peter was responsible for maintaining the OTC derivatives book, managing portfolio risk exposures, TIPS analysis and macroeconomic forecasting. Peter started his career as a computer programmer for J.P. Morgan Private Bank. He holds a B.S. in economics and computer science from the College of William & Mary and is a CFA charterholder. Prashant Lamba (born 1974), executive director, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. In this role, he focuses on U.S. Fixed Income as a Client Portfolio Manager for the Pension Asset Liability Solutions group. An employee since 2006, he was previously a Fixed Income Investment specialist with the Private Bank responsible for Global Core, Multi-Sector, EM Debt, Liquid Alternatives and Convertibles strategies. Prior to joining J.P. Morgan, he managed fixed income assets, including a synthetic overlay program for the IBM Pension Fund after having spent five years within the J.P. Morgan Investment Bank on the Derivatives Sales & Trading desk. Prashant has also worked at Deloitte Consulting s Financial Services practice and at Halliburton in Oilfield Engineering Services. He earned his BS in engineering from Delhi College of Engineering, an M.B.A. from University of Maryland and is a CFA charterholder. Didier Lambert (born 1973), managing director, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. He is the lead portfolio manager for local market investments (rates and foreign exchange) within the Emerging Markets Debt team. Prior to joining the firm in 2009, Didier was at Fortis Investments for ten years, initially serving as a fixed income analyst contributing to security selection and later as a senior portfolio manager and deputy chief investment officer within Emerging Markets Fixed Income. During his time at Fortis, Didier specialized in local market investments, overseeing portfolio exposures and monitoring risk across the funds. Previously, Didier held quantitative roles at Overlay Asset Management (France) and ABF Capital Management (France). Didier holds a master s degree in econometrics from the University of Paris I, Pantheon Sorbonne for which he spent a year at the University of Warwick; a postgraduate degree in finance from the University of Paris I, Pantheon Sorbonne; and a postmaster degree in statistics and financial modeling from the Ecole Nationale de la Statistique et de l Activite Economique (ENSAE). He is also a CFA charterholder. Steven Lear (born 1958), managing director, is the U.S. Chief Investment Officer for Macro Aware strategies within our Global Fixed Income, Currency & Commodities (GFICC) group. Based in New York, Steve is responsible for overseeing fixed income investment strategies in the U.S., including core plus, insurance, liability-driven investing and stable value. Steve has been honored by Citywire in the UK in 2011 for managing the top performing US bond fund and by Morningstar in Asia as the US Bond Manager of the Year in Prior to joining the firm in 2008, Steve was at Schroder Investment Management for ten years, serving as the head of U.S. Fixed Income for the last seven years. Previously, Steve was a 13

100 partner at Weiss Peck and Greer, a portfolio manager at Credit Suisse First Boston Asset Management and the first mortgage securities analyst at Fidelity Investments. Steve began his career in 1980 at Mercer Consulting. He holds a B.A. in business administration from the University of Western Ontario, an M.B.A from the University of California, Berkeley and is a CFA charterholder. Toby Maczka (born 1976), executive director, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. Based in Columbus, Toby is a senior portfolio manager for the Mid- Institutional team and is responsible for market strategy, tactical allocation decisions, and security selection for fixed income portfolios managed across various platforms including Institutional and Global Wealth Management. An employee since 2002, Toby previously was a corporate credit analyst with the firm, and at AEP Energy Services. Toby holds a B.A. in business administration from Taylor University, an M.B.A. from The Ohio State University and is a CFA charterholder. Deepa Majmudar (born 1961), managing director, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. Based in New York, Deepa is a senior portfolio manager and inflation specialist and focuses on strategies and tactics for diversified products and their included asset classes. An employee since 2003, Deepa was previously a member of the tax aware fixed income group. Prior to joining the firm, she worked as a quantitative analyst at AllianceBernstein. Prior to that, Deepa was a research associate at Columbia University and a recipient of a NASA scholarship for her research in cosmology. She holds a B.E. from the University of Bombay, and an M.Phil. and Ph.D. in astrophysics from Columbia University. Robert Manning (born 1976), executive director, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. Based in Columbus, he is a portfolio manager and is responsible for managing investments consistent with the unique requirements of insurance industry clients. Previously, he was a member of the Fixed Income Portfolio Management Group that supports Mid-Institutional Portfolios. Prior to joining the firm in 1999, Robert was a mortgage banking specialist at Ohio Savings Bank. He holds a B.S. in business management from Wittenberg University, an M.B.A. from The Ohio State University and is a CFA charterholder. Andrew Maschhoff (born 1976), executive director, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. Based in New York, he is a portfolio manager and is specifically responsible for the management of Insurance client portfolios. Prior to joining the firm in 2011, Andrew was most recently a portfolio manager at MetLife Investments, responsible for the management of assets supporting the Universal Life, Long-Term Care, and Group Life product lines. Previous to his role at MetLife, he has over ten years experience managing fixed income portfolios primarily as Senior Portfolio Manager at Deutsche Insurance Asset Management in the U.S. and Europe, and as Director of Investments for the Missouri State Treasurer s Office. Andrew received his B.S. in finance from Illinois State University and is a CFA charterholder. Michael McClinchie (born 1972), executive director, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. Based in Columbus, Michael is a senior portfolio manager for the Mid- Institutional team and is responsible for market strategy, tactical allocation decisions, and security selection for fixed income portfolios managed across various platforms including Institutional and Global Wealth Management. Prior to this position, he was an institutional portfolio manager in the Portfolio Management Group managing discretionary portfolios with marketable securities totaling approximately $600 million. Prior to joining the firm in 1997, Michael was an analyst in Global Securities Lending at Mellon Bank. He holds a B.A. in finance from Westminster College and an M.B.A. in finance from the University of Dayton. Scott McKee (born 1957), managing director, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. Based in New York, Scott is the lead portfolio manager for emerging markets corporate debt and leads the NY-based Emerging Markets Debt team. Before rejoining the firm in 2011, Scott was chief executive and portfolio manager at Volterra Investment Management. Prior to founding Volterra, he was head of the emerging markets department, co-head of the high yield department and portfolio manager for both emerging markets and high yield accounts at Offitbank 14

101 (Wachovia Corporation). His previous experience with J.P. Morgan includes his role as the global head, emerging markets corporate research at J.P. Morgan Securities from ; and eight years as a credit analyst/financial advisor covering U.S. banks and securities dealers and Japanese financial institutions. Scott has won numerous research accolades, including eight Institutional Investor research awards. Scott holds a B.A. in economics from Harvard and an M.B.A. from Stanford. Robert Michele (born 1959), managing director, is the Chief Investment Officer and Head of the Global Fixed Income, Currency & Commodities (GFICC) group. Prior to joining the firm in 2008, Bob was at Schroder Investment Management for ten years, most recently serving as the global head of fixed income in London. Previously, Bob was a managing director at BlackRock from 1995 to 1998, responsible for managing core bond portfolios and developing credit strategies across all client mandates. Prior to that, Bob was at FirstBoston Asset Management as head of their US fixed income business and Brown Brothers Harriman managing taxable, total return portfolios for non-u.s. institutions. Bob began his career at Bankers Trust, working as an investment analyst and portfolio manager. He holds a B.A. in classics from the University of Pennsylvania, is a CFA charterholder and has the Investment Management Certificate of the UK Society of Investment Professionals. Barbara Miller (born 1960), managing director, is a portfolio manager and Head of the U.S. Value Driven platform within our Global Fixed Income, Currency & Commodities (GFICC) group. Based in Columbus, Barb is responsible for portfolio construction, market strategy, allocation decisions, and security selection for value-driven strategies. In addition to her investment role, Barb is also senior location officer in Columbus for our GFICC group. An employee since 1994, she was previously an investment manager for Central Benefits Mutual Insurance Co., a portfolio manager for fixed income and equities at Midland Mutual Life Insurance Company, and a portfolio manager and trader for trust portfolios at National City Bank. Barb holds a B.S. in finance and banking from Franklin University. William Morgan (born 1954), managing director, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. Based in Cincinnati, Bill is the team leader and senior portfolio manager for the Cincinnati High Yield team and is responsible for overseeing high yield, loans and distressed strategies. An employee since 1984, he held the same role at Banc One High Yield Partners, LLC and Pacholder Associates, Inc. Bill holds a B.A. in history from Kenyon College and an M.B.A from Xavier University. Michael Murray (born 1957), executive director, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. Based in New York, Michael is a derivatives execution specialist / portfolio manager and is responsible for implementing, managing and designing strategies, including the use of derivatives, in insurance and liability driven investments. He is also involved in the use of and risk management of derivatives as those relate to the entire GFICC platform. Since 1987, he has worked in fixed income and derivatives trading. Prior to joining the firm in 2007, Mike was president of Alpha Technologies Group, a firm specializing in fixed income and derivatives overlays with an emphasis on innovation in asset-liability management. Most recently, he managed portfolios that met both expected liability demands and maximized alpha and excess returns. His experience includes exchange traded and OTC derivatives including ISDA document negotiations and management of collateral requirements associated with those agreements. Mike holds a B.A. in political science and English with minors in math and economics from Purdue University and is a CFA charterholder. Michael Myers (born 1970), executive director, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. Based in Columbus, Michael is a senior portfolio manager for the Tax Aware Strategies team and is responsible for managing separate accounts and oversees the Tax Free Managed Income Portfolio group. Prior to joining the firm in 2005, Michael was a financial consultant at Smith Barney/Citigroup. He also worked at Morgan Stanley Dean Witter as both a senior liaison product specialist on the Midwest Municipal Trading Desk and a financial advisor. He holds a B.S. in finance from The University of Akron. Christopher Nauseda (born 1959), vice president, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. Based in Columbus, Chris is a portfolio manager and is responsible for 15

102 managing institutional taxable bond portfolios. An employee since 1982, Chris previously served as vice president at First Chicago NBD Corporation (predecessor firm). Before this, he worked as a trader and managed various money market pooled funds and also served as a quantitative analyst. Chris holds a B.S. in finance from Wayne State University and an M.B.A. from Wayne State University. John Nicely (born 1975), executive director, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. Based in Columbus, John is a client portfolio manager and is responsible for communicating investment strategy, decisions and performance across various fixed income products to clients, consultants, prospects and internal partners. An employee since 1998, John has served in various positions in the performance measurement group, with a primary focus on investment management. He has worked as both a consultant analyst to supply consulting firms with data on various products and as a product manager, where he supported the Institutional sales team with new business, financial analysis and product development. John holds a B.S. in finance from the Capital University and holds FINRA Series 7, 63 and 65 licenses. J. Andrew Norelli (born 1979), managing director, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. Based in Columbus, he is a portfolio manager and focuses on multi-assetclass portfolios, asset allocation, macroeconomic strategy, and global market dynamics. Prior to joining the firm in 2012, Andrew was at Morgan Stanley where he most recently served as co-head of the firm s emerging markets credit trading desk. Andrew holds an A.B. in economics from Princeton University. Richard Oswald (born 1949), managing director, is a senior client portfolio manager (CPM) within the Global Fixed Income, Currency & Commodities (GFICC) group. Based in New York, Richard is responsible for overseeing the North & South America CPM specialists covering the EMD, High Yield and Unconstrained strategies. In addition, he helps identify market opportunities to develop new products to meet client needs. An employee since 1996, Richard previously served as the head of Fixed Income Product Management, overseeing the New York and Columbus CPM teams. Before this, he headed the International Fixed Income Group in London for seven years and was a portfolio manager and head of the Short Term Fixed Income Group for four years. Prior to joining the firm, Richard was the corporate treasurer of CBS Inc. and president of its investment subsidiary Granite Holdings Inc. He also held financial positions with Primerica Corporation and Price Waterhouse. Richard holds a B.A. in liberal arts from the University of Toronto and an M.B.A. from the Rochester Institute of Technology. Matthew Pallai (born 1979), executive director, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. Based in New York, he is a portfolio manager, focusing on multi-sector fixed income products, and has lead responsibility for securitized investments within those strategies. Previously, he has held positions on both the Agency and Non-Agency Mortgage Teams, where as a portfolio manager he was responsible for analyzing, selecting and trading residential mortgage-backed securities. An employee of since 2003, Matthew began his tenure at the firm as an analyst on the Mortgage Team, where he developed and maintained quantitative relative value tools and assisted senior investors with security selection. Matthew holds a B.A. in mathematics from Boston College and an M.A. in economics from New York University. Susan Parekh (born 1973), executive director, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. Based in Columbus, Susan is a portfolio manager and is responsible for managing institutional taxable bond portfolios. An employee since 1996, Susan previously worked as a performance analyst and was a senior investment fund accountant for the Pegasus Mutual Funds. Susan holds a B.B.A. in accounting and finance from Western Michigan University. Thad Paskell (born 1964), executive director, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. Based in Columbus, Thad is a senior portfolio manager for the Mid- Institutional team and is responsible for market strategy, tactical allocation decisions, and security selection for fixed income portfolios managed across various platforms including Institutional and Global Wealth Management. Before joining the firm in 1999, Thad coordinated taxable sales and trading at Ross Sinclaire & Associates. Prior to this, he served as a portfolio manager for Ohio Valley Management/Paskell Group; as a vice president of institutional sales, capital markets group at Banc One 16

103 Capital Corporation; and a manager of taxable income trading at The Ohio Company. Thad holds a B.S. in business administration from The Ohio State University. Ashley Potter (born 1964), executive director, is a senior loan officer of the JPMAM Global Infrastructure Debt Strategy. Ashley has 20 years experience in financial advisory, debt structuring & arranging in the wider infrastructure sector. Ashley joined from OFGEM, UK Energy & Gas Markets Regulator, where he was Expert Financial Adviser on the new GBP multi-billion offshore renewable energy programme. He had previously held leadership positions with BNP Paribas, as Executive Director, Energy & Infrastructure, with responsibility for Project and PPP financing in Europe. Similarly, with BNP Paribas Fortis (Fortis Bank), as Executive Director and Head of the UK Export & Project Finance team covering EMEA. Ashley has previously held senior positions with HSBC, Global Project & Export Finance, and with Charterhouse Bank, Project Finance, a pioneer of PFI/PPP in Europe. He holds B.A & M.A in Economics from Cambridge University and is a Chartered Accountant (Arthur Andersen & Co). Nigel Rayment (born 1971), executive director, is a senior client portfolio manager in the Global Fixed Income, Currency & Commodities (GFICC) group. Based in London, he is a member of the Currency Investment Policy Committee (CIPC) and is responsible for client management, product design and new business development for the Currency and Emerging Market Debt teams. An employee since 1996, Nigel was previously a portfolio manager and senior strategist within the Currency Group and also chaired the Risk Management Committee. Prior to joining J.P. Morgan Asset Management, Nigel worked at SBC Warburg in fixed income. He obtained a B.A. (Hons) in Managerial Statistics from the University of Exeter and is an Associate member of the CFA Society of the UK. Paul Ryan (born 1968), managing director, is the CEO of the OECD Infrastructure Equity and Debt strategies. The combined strategies represent about $10 billion of assets under management. Prior to his current role, Paul was the co-head of Public Finance Banking at J.P. Morgan with primary coverage for transport and energy infrastructure. In that role, Paul structured and financed many of the largest deals in the infrastructure sector. He advised governments, municipalities and infrastructure funds on acquisitions, disposals, equity and debt raises, advising on and raising capital for over $25 billion of U.S. infrastructure transactions. Earlier in his career, Paul ran Equity Capital Markets for JPMorgan in Australia, with a strong focus on the real estate and infrastructure sectors. Paul received an undergraduate degree in economics from Macquarie University and an M.B.A. from Yale University. Frederick Sabetta (born 1948), managing director, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. Based in Cincinnati, Fred is a senior portfolio manager for the Cincinnati High Yield team and is responsible for managing the upper tier and short duration strategies of the group. Prior to joining the firm in 2003, Fred was director, portfolio manager and head of private placements for Deutsche Asset Management and Scudder Kemper Investments, Inc. and vice president, portfolio manager and head of private placements for Aegon USA Investment Management Inc. He holds a B.A. in business administration from Providence College and is a CFA charterholder. Michael Sais (born 1963), managing director, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. Based in Columbus, he is a senior portfolio manager and is responsible for managing investments consistent with the unique requirements of insurance industry clients. Additionally, he manages U.S. Value Driven strategies and several mutual funds. An employee since 1994, Michael was previously as a senior fixed income research analyst responsible for the valuation and analysis of the mortgage-backed securities market. Prior to this, he served as senior investment portfolio manager of Valley National Bank of Phoenix, where he was responsible for the management of the bank s $2.2 billion investment portfolio. Michael began his career with Citibank in San Juan, Puerto Rico, as an asset/liability manager and eurodollar trader. He holds a B.S. and an M.B.A, both in finance, from Indiana University and is a CFA charterholder. James Shanahan, Jr. (born 1961), managing director, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. Based in Cincinnati, Jim is the team leader and senior portfolio manager for the Cincinnati High Yield team and focuses on higher risk credits, including leveraged loans, distressed and special situations investments in high yield mandates. An employee since 1986, he held 17

104 the same role at Banc One High Yield Partners, LLC and Pacholder Associates, Inc. He graduated from Xavier University and holds a J.D. from the University Of Cincinnati College Of Law. Dawn Silvia (born 1970), executive director, is client portfolio manager for the Global Insurance Solutions team. Based in Columbus, she is responsible for communicating investment strategy, decisions, and performance to both clients and internal partners. Dawn was previously co-head of Insurance Asset Management at Dwight Asset Management, with a mix of Life, Health, and Property & Casualty clients. Prior to Dwight, Dawn spent 13 years as a portfolio manager at Conning Asset Management. Dawn holds a B.S. in business management from Quinnipiac University, and an M.B.A. in finance from University of Hartford. Peter Simons (born 1972), executive director, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. Based in Columbus, Peter is a portfolio manager and is responsible for managing institutional taxable bond portfolios. Prior to joining the firm in 2001, Peter worked as a graduate assistant in the Office of the Treasurer at The Ohio State University, assisting in the management of the university s short-term investments. Previously, he worked at Nifco U.S. as a design engineer in the automotive industry. Peter holds a B.S. in mechanical engineering from Cedarville University, an M.B.A. from The Ohio State University and is a CFA charterholder. Henry Song (born 1983), executive director, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. Based in Columbus, Henry is a portfolio manager and is responsible for managing institutional taxable bond portfolios. An employee since 2005, Henry previously supported Columbus taxable client portfolio managers in reporting as well as client communications. Before joining the firm, he interned at LaSalle Bank's treasury department, assisting the risk management process for the mortgage and mortgage servicing rights portfolios. Henry holds a B.B.A. from the Ross School of Business at the University of Michigan and is a CFA charterholder. Erin Spalsbury (born 1972), executive director, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. Based in Columbus, Erin is a portfolio manager and focuses her efforts on long credit-only solutions for institutional clients. An employee since 1994, Erin was previously a portfolio manager for the Global Liability Driven Investment Solutions and Fixed Income Mid Institutional Taxable teams. Prior to that, Erin was a fixed income trader primarily concentrating on the corporate bond market, and a trading assistant on the fixed income trading desk. Erin holds a B.A. in economics and mathematics from Boston University and is a CFA charterholder. Iain Stealey (born 1979), managing director, is the head of Global Aggregate Strategies within the Global Fixed Income, Currency & Commodities (GFICC) group. Based in London, he is a portfolio manager focusing on multi-sector bond strategies for both segregated clients and pooled funds. Within the Global Aggregate team, Iain was previously responsible for the portfolio management of enhanced cash and short duration portfolios. An employee since 2002, he obtained a B.Sc. in Management Science from Loughborough University. Iain is a CFA charterholder and holds the Investment Management Certificate from the UK Society of Investment Professionals. Paul Swoboda (born 1963), managing director, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. Based in Columbus, Paul is a client portfolio manager and is responsible for communicating investment strategy, decisions and performance across various fixed income products to clients, prospects and internal partners. An employee since 1991, Paul has served in various roles for the firm such as fixed income specialist, institutional investment client portfolio manager, and a director for the Short-Term Investment and Securities Lending Group. Prior to joining the firm, Paul was assistant treasurer for the American Way Group and a financial analyst for Mead Data Central. Paul obtained a B.A. in business administration from Michigan State University and an M.B.A. from the University of Michigan. He also holds Series 7, 63, and 65 licenses. Jennifer Tabak (born 1965), managing director, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. Based in Columbus, Jennifer is a senior portfolio manager for the Tax Aware Strategies team and manages the municipal credit research team. An employee since 1991, 18

105 Jennifer was previously a fixed income research analyst, providing credit research for a variety of municipal and corporate bond sectors. She graduated summa cum laude with distinction from The Ohio State University with a B.S. in business administration and is a Certified Public Accountant (nonpracticing). Jennifer is also a CFA charterholder. David Tan (born 1960), managing director, is the head of the Global Rates team in the Global Fixed Income, Currency & Commodities (GFICC) group. In this role, he also serves as the lead portfolio manager in the International Fixed Income Group, managing government bond portfolios for institutional clients, in particular Central Banks and Sovereign Wealth Funds, as well as our range of Government Bond Funds. An employee since 1997, he previously worked in the Singapore office. David has also worked for six years at the UK Treasury as an economic adviser in the Debt and Reserves Management Division. Before this, David worked in the fixed income markets with Morgan Guaranty Trust in Singapore. David obtained an M.A. in economics from the University of Cambridge and a M.Sc. in economics from the London School of Economics. Richard Taormina (born 1967), managing director, is head of the Tax Aware Strategies team within our Global Fixed Income, Currency & Commodities (GFICC) group. Based in New York, Rick is responsible for managing municipal and tax-aware mutual funds, high net worth and institutional fixed income accounts, and quantitative analysis. In 2001, Rick initiated a process that allows separately managed accounts to benefit from the power of the JPMorgan platform, including systematic strategic management, institutional level trade execution, and improved portfolio benchmarking. Rick also expanded the use of quantitative analysis and tools, allowing individuals to benefit from strategies previously available only to institutional and taxable buyers. Rick joined the firm as a state-specific mutual fund manager and strategist. Prior to joining the firm in 1997, Rick was a senior trader for national, high-yield, and state-specific funds at the Vanguard Group, where the team consistently performed in the top-quartile. He has been a municipal bond manager since Rick holds a B.A. in economics from the University of Delaware, an M.B.A. in finance from Wilmington College, and is a Certified Financial Planner (CFP). Nima Tayebi (born 1971), executive director, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. He is a senior portfolio manager and strategist within the Currency and Emerging Markets Debt teams and is responsible for leading our Emerging Markets currency strategy. He is also a member of the Currency Investment Policy Committee (CIPC), which has overall responsibility and oversight of the currency investment process. An employee since 2011, Nima was most recently a portfolio manager at Polar Capital Partners. He was previously at Aberdeen Asset Management for nine years as an EM Currency and Debt portfolio manager. Prior to Aberdeen, Nima spent two years at Millennium Global Investments. He also held FX trading and research positions on the sell side at Salomon Brothers and Renaissance Capital, based in Moscow. Nima holds a B.A. in economics and an M.Phil in finance from Christ s College, Cambridge. Gregory Tell (born 1970), managing director, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. Based in New York, Greg is the Global Head of Client Portfolio Management and is responsible for client portfolio management, marketing and product development and serves on the GFICC Operating Committee. An employee since 2012, Greg was previously head of the Global Fixed Income Insurance, Pension and Retirement Strategies team. Prior to joining the firm, Greg was head of the Structured Solutions Unit at MetLife Investments, where he was responsible for a team that traded and structured various derivative products across rates, currencies, equities and credit. Prior to MetLife, Greg was an Executive Vice President and Portfolio Manager of the Anchorage Quantitative Credit Fund, a NY based hedge fund. Overall, Greg has more than twenty years of industry experience including roles at Barclays Capital, Citigroup, Merrill Lynch & Co., and Prudential Insurance Company. In addition, he has taught finance and economic courses at Rutgers University and Carnegie Mellon s Tepper School of Business. Greg holds a B.A. in mathematics and economics from Rutgers University and an M.B.A. in financial engineering from the MIT Sloan School of Management. Ted Ufferfilge (born 1969), managing director, is the head of the Global Short Term Fixed Income Product Team. An employee since 2001, Ted most recently was a client portfolio manager for both the 19

106 Broad Market Fixed Income Team and the Short Term Fixed Income Team. Previously, Ted was a member of the Portfolio Management Group, working on portfolio construction for core fixed income accounts. Prior to that, he was a manager of client services for Chase and MDSass Partners. He joined Chase and MDSass Partners in 1997 and was formerly a relationship manager with U.S. Trust Company s Institutional Asset Services division in New York and with the Chase Manhattan Bank s Global Investor Services division. Ted earned a B.S. in finance from the University of Delaware and holds FINRA Series 3, 7 and 63 licenses. Diana Wagner (born 1956), managing director, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. Based in New York, she is portfolio manager and is responsible for overseeing core and core plus portfolios. Prior to joining the firm in 2010, Diana was at NewMarket Capital Partners, a hedge fund of funds, for seven years. A founding member, Diana directed business development at NewMarket Capital, and served as an active member of the Investment Committee, making strategy allocation and investment decisions. Before that, Diana was in fixed income product sales, working at Morgan Stanley for seven years, Credit Suisse First Boston for eleven years and Lehman Brothers for three years. Diana holds a B.A. in economics and French literature from Williams College and an M.B.A. from New York University s Stern School of Business. She is also a CFA charterholder. Joseph Walden (born 1958), executive director, is a member of the Global Fixed Income, Currency & Commodities (GFICC) group. Based in Columbus, he is a senior portfolio manager and is responsible for managing investments consistent with the unique requirements of insurance industry clients. Prior to joining the firm in 2003, Joseph was a senior portfolio manager in Deutsche Asset Management s Institutional Investment Management Group where he managed $12 billion and was a member of the team responsible for managing $70 billion of assets for insurance, foundation and retirement funds. Before this, he worked as a portfolio manager at Allstate Insurance Company. Joseph holds a B.S. in finance from Illinois State University, an M.B.A. from Keller Graduate School of Management. He is a CFA charterholder and member of the Association for Investment Management and Research as well as the Chicago Society of Investment Analysts. Summary of Professional Designations This Summary of Professional Designations set forth below is provided to assist you in evaluating the professional designations and minimum requirements included in the biographies of the investment professionals listed herein. CFA Chartered Financial Analyst The Chartered Financial Analyst designation is issued by the CFA Institute. In order to obtain a CFA designation, a person must have either (i) an undergraduate degree and four years of professional experience involving investment decision-making or (ii) four years of qualified work experience (full time, but not necessarily investment related). In addition, the following educational requirements are required to receive a CFA designation (i) completing an educations program which includes 250 hours of study for each of the three levels and (ii) successfully completing three examinations. There are no continuing education or experience requirements for maintaining a CFA designation. CPA Certified Public Accountant In order to become a certified public accountant, a person must pass a Uniform Certified Public Accountant Examination which is set by the American Institute of Certified Public Accountants and administered by the National Association of State Boards of Accountancy. In addition, the person must have an undergraduate degree, successfully completed various business and accountancy related courses, have two years of general accountancy experience supervised by a CPA and successfully 20

107 complete an ethics course. Each state mandates the amount of continuing education required to maintain a CPA. Disciplinary Information The supervised persons have no disciplinary information to report. Other Business Activities The supervised persons have no other business activities to report. Additional Compensation The supervised persons do not receive any additional compensation. Supervision The Global Fixed Income, Currency & Commodities (GFICC) group periodically reviews all client accounts to examine compliance with clients investment objectives and account guidelines and the group s current investment processes and practices. In addition, the GFICC group monitors its supervised persons by maintaining portfolio compliance monitoring systems which monitors client accounts for adherence with client specific guidelines and restrictions, and product and regulatory requirements. The information in this brochure supplement does not include all the specific review processes applicable to a particular client account. Clients are urged to ask questions regarding the review process applicable to their account and to read all product-specific disclosures. The advisory activities of the GFICC group are supervised by Robert Michele, Chief Investment Officer and Head of GFICC. His contact number is (212)

108 Rev. January 2011 FACTS Why? WHAT DOES J.P. MORGAN INVESTMENT MANAGEMENT INC. DO WITH YOUR PERSONAL INFORMATION? Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. What? The types of personal information we collect and share depend on the product or service you have with us. This information can include: Social Security number and income account balances and transaction history payment history and risk tolerance When you are no longer our customer, we continue to share your information as described in this notice. 01/1/11 INSXXXXX How? All financial companies need to share customers personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers personal information; the reasons J.P. Morgan Investment Management Inc. chooses to share; and whether you can limit this sharing. Reasons we can share your personal information Does J.P. Morgan Investment Management Inc. share? Can you limit this sharing? For our everyday business purposes such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus Yes No PNCXXXXX For our marketing purposes to offer our products and services to you Yes No For joint marketing with other financial companies No We don t share For our affiliates everyday business purposes information about your transactions and experiences For our affiliates everyday business purposes information about your creditworthiness No No We don t share We don t share For nonaffiliates to market to you No We don t share Questions? Call

109 Page 2 Who we are Who is providing this notice? J.P. Morgan Investment Management Inc. What we do How does J.P. Morgan Investment Management Inc. protect my personal information? How does J.P. Morgan Investment Management Inc. collect my personal information? Why can t I limit all sharing? Definitions Affiliates Nonaffiliates Joint Marketing To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We authorize our employees to access your information only when they need it do their work and we require companies that work for us to protect your information. We collect your personal information, for example, when you: open an account or give us your contact information give us your income information or enter into an investment advisory contract make deposits or withdrawals from your account We also collect your personal information from others, such as credit bureaus, affiliates and other companies. Federal law gives you the right to limit only: sharing for affiliates everyday business purposes information about your creditworthiness affiliates from using your information to market to you sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. Companies related by common ownership or control. They can be financial and nonfinancial companies. J.P. Morgan Investment Management Inc. does not share with our affiliates. Companies not related by common ownership or control. They can be financial and nonfinancial companies. J.P. Morgan Investment Management Inc. does not share with nonaffiliates so they can market to you. A formal agreement between nonaffiliated financial companies that together market financial products or services to you. J.P. Morgan Investment Management Inc. doesn t jointly market.

110 June 2015 J.P. Morgan Investment Management Inc. ERISA 408(b)(2) Fee Disclosure Notice for Fiduciary Services (the Program ) The U.S. Department of Labor has issued final regulations under section 408(b)(2) of the Employee Retirement Income Security Act of 1974, as amended, ( ERISA ), requiring certain service providers to disclose the compensation they receive and the source of the compensation, whether direct or indirect, arising out of services provided to an ERISA pension plan. J.P. Morgan Investment Management Inc. ( we / us / our ) are providing you with this 408(b)(2) Fee Disclosure Notice to disclose information to you about the services we provide to your plan through the Program referenced above, and the compensation we receive for such services. Please note that this disclosure pertains only to the services we provide to your plan under the Program, and it does not describe services provided to your plan and compensation that may be received under other separate contracts or arrangements with us or with any other JPMorgan affiliates and business units. This disclosure should be read in conjunction with our Form ADV Part 2 (available at and the separate 408(b)(2) disclosure notice of Citigroup Global Markets, Inc. ( SPONSOR ). More details regarding the services provided to you under the Program, the various parties involved in providing the services, and Program fees, is found in your client agreement, the Program s Form ADV wrap fee program brochure, and other applicable Program materials. I. Description of Services We provide discretionary investment advisory services to your plan, which include supervising and directing the investment of the assets of your plan in accordance with the investment strategy which has been selected for your plan under the Program, and placing orders for execution of securities transactions. We provide these services as a fiduciary under Section 3(21) of ERISA and as a registered investment adviser under the Investment Advisers Act of II. Compensation A. Direct compensation We do not receive direct compensation from your plan for the services we provide under the Program. For information about direct compensation that SPONSOR receives in connection with the Program, please see SPONSOR s 408(b)(2) disclosure notice for the Program. Page 1

111 B. Indirect compensation In connection with the services we provide to your plan under the Program, we receive the following indirect compensation. Indirect compensation is compensation received from sources other than the plan, the plan sponsor or our affiliates or sub-contractors: Our investment management fee is payable by SPONSOR. For managing plan accounts in the Program, we are entitled to receive a quarterly fee in advance in the following amount: JPM Mid Cap Value JPM International Value JPM International ADR JPM Intermediate Municipal Bond 0.40% per annum 0.38% per annum 0.38% per annum 0.23% per annum Please refer to the section titled [ Fees / Compensation ] in the client agreement for more information. C. Related Party Compensation In connection with the services we provide to your plan, there is no compensation paid among us or our affiliates or subcontractors that is (i) set on a transaction basis or (ii) charged directly against your plan s investment and reflected in the net value of the investment. D. Termination Compensation No compensation is payable in connection with the termination of the contract. For fees paid in advance, in the event the account is terminated during a calendar quarter, SPONSOR processes a reversal of the fee paid to us for that quarter and calculates a pro-rated fee through the date of the termination payable to us. Page 2