J.P. Morgan Global Maritime Investment Fund (GMIF)

FOR QUALIFIED INVESTORS ONLY. This information has been prepared for investors who qualify to invest in the types of investments described herein. Generally they would include investors who are both “qualified purchasers" as defined in the U.S. Investment Company Act of 1940, as amended, and “accredited investors" as defined in Regulation D under the U.S. Securities Act of 1933, as amended. This presentation is for information purposes only, is confidential and may not be distributed, disclosed or reproduced in whole or in part.

J.P. Morgan Global Maritime Investment Fund (GMIF)

May 20, 2010

THIS PRESENTATION IS CONFIDENTIAL. FURTHER DISTRIBUTION IS PROHIBITED.

http://www.sdcera.org/default.aspx


PresentersAndrian Dacy, Managing Director, is the CIO of J.P. Morgan Asset Management’s Global Maritime Investment Fund. Andy has over 21 years of experience in the shipping sector, with over 150 executed transactions in transportation investment banking. Since 1988, Andy has been active in M&A, equity issuance, debt capital markets, liability management, and financial advisory activities for JPMorgan and its predecessor firms. Prior to his current role, Andy was Global Head of Shipping and Cruise investment banking for JPMorgan from 2003-2008. From 2000-2003, Andy was a member of JPMorgan’s Transportation Group’s investment banking team. Prior to these roles, Andy was Director of Transportation investment banking at Ceres S.A., a European merchant banking firm, and was an officer in the Global Shipping Groups of Chemical Bank and Manufacturers Hanover Trust. Andy earned a BA from Dartmouth College and graduated with a Masters in International Affairs from Columbia University. Andy is also a graduate of the Harriman Institute of Columbia University, a research institute for the study of Russia and Eastern Europe.

Steven Weddle, Vice President, is a client strategist in the Infrastructure Investments Group. He specializes in the Asian Infrastructure & Related Resources Opportunity Fund. Prior to joining the client strategy team, Steven was Director of Alternative Investments at ING Investment Management Americas where he was responsible for establishing strategy and executing a sales and marketing plan for alternative assets working with the institutional and consultant sales teams. His priorexperience includes corporate finance advisory work at Eccles Associates based in South Africa focused on the financial services, transportation and energy sectors. From 1995-2001, he was President and CEO of the Southern Africa EnterpriseDevelopment Fund in Johannesburg where he opened the South African office and managed an 18 member Board of Directors appointed by President Clinton and reported to the Chairman, Ambassador Andrew Young. In a prior stint at Eccles Associates from 1993-1995, he was based in Lusaka, Zambia where he was internal business advisor to the Zambian Government on a privatization program for a diverse portfolio of state owned companies in the brewing, milling, oil, transportation, spirits and edible oils sectors.

Joel V. Damon, Vice President, is a client advisor in J.P. Morgan Asset Management's Institutional Americas Group. An employee since 2002, Joel serves the investment needs of U.S. institutional investors, including corporate and public retirement plans, as well as endowments and foundations. As a client advisor, his role is to marshal the firm's extensive resources in the delivery of tailored solutions across a spectrum of alternative (real assets/infrastructure, private equity, hedge funds), and traditional (equities, fixed income) asset classes aiming to exceed the strategic and tactical investment objectives of his clients. Prior to joining the firm, he directed institutional client relationship management for Montgomery Asset Management. Previously, Joel managed the investments for the Bank of America employees' pension and savings plans. Joel has a B.A. in mathematics and psychology from Sterling College and an M.B.A. in finance from the University of California, Berkeley. He holds FINRA Series 7, 63 and 65 licenses and his NFA Series 3 license.

1


22

Freight Collapse

Global Recession

Shipyard Defaults

Covenant Breaches

Borrower Defaults

Bank Repossessions

Bank Nationalization

Industry Exits

Capital Scarcity

Price Collapse

Asset Price Spiral

Recession driven dislocation has created significant opportunities in shipping


33

Why invest in maritime now?

Good assets at distressed prices caused primarily by a temporary slowdown in global trade and over-leverage by ship-owners who acquired vessels during the recent 2004–2008 shipping boom

Attractive

Entry Point

Industry Distress Rates and Values Down 50% – 80% Bank Turmoil

Commodities

Exposure

Current

Income

Portfolio

Diversification

Real Asset

Exposure


4

J.P. Morgan Global Maritime Investment Fund (GMIF)

A closed-end Fund targeting $750mm in investor commitments with a first closing anticipated in 2Q 2010

18–20% target net IRR to investors*

Significant income component

The Fund will pursue a strategy of investing primarily in vessels in the three main sectors: bulkers, tankers and container ships

The Fund’s investment objective is to seek a combination of income and capital appreciation

J.P. Morgan Asset Management is partnering with Ceres Marine Partners Ltd., one of the world’s leading and oldest shipping groups. Ceres is involved with a global fleet of over 150 vessels and has a proven track record in vessel operation such as chartering, technical operations, safety, crewing and maintenance.

* The target return shown herein is current as of 31 December 2009 and does not constitute GMIF’s actual returns. The target return is provided for illustration/discussion purposes only and is subject to significant limitations. An investor should not expect to achieve actual returns similar to the target return shown herein. The target return is the manager’s goal based on various manager assumptions, calculations of available data, past and current market conditions, and available investment opportunities, each of which are subject to change. Because of the inherent limitations of the target return, potential investors should not rely on it when making a decision on whether or not to invest in this Fund. The target return cannot account for the impact that economic, market, and other factors may have on the implementation of an actual investment program. Unlike actual performance, the target return does not reflect actual trading, liquidity constraints, fees, expenses, taxes and other factors that could impact the future returns of GMIF. The manager’s ability to achieve the target return is subject to risk factors over which the manager may have no or limited control. Prospective investors should review carefully the risk factors in this pitch book and in the Confidential Memorandum. No representation is made that GMIF will achieve the target return or its investment objective. Actual returns could be higher or lower than the target return. Conditions necessary for achieving and assumption made in calculating the target are available upon request.

BulkerBulker

TankerTanker

ContainershipContainership


5

BulkerBulker

TankerTanker


Three main shipping sectors represent 88% of total global carrying capacity, generating $545bn of revenue in 2008*

Commodity Demand (i.e. Asia

infrastructure)

Commodity Demand (i.e. Asia

infrastructure)

Global CrudeOil Demand

Global CrudeOil Demand

Consumer Demand

Consumer Demand

CargoCargo Major RoutesMajor Routes Key DriversKey Drivers

Dry cargo (i.e. Iron ore, Coal, Wheat)

Dry cargo (i.e. Iron ore, Coal, Wheat)

Liquids(i.e. Crude oil)

Liquids(i.e. Crude oil)

Finished Goods

Finished Goods

Brazil to China

Brazil to China

Middle East to Europe and North America

Middle East to Europe and North America

Asia to Europe and North America

Asia to Europe and North America

* Source: Datamonitor

90% of the world’s trade is carried by ships

BulkerBulker

TankerTanker


Shipping Overview

37%

37%

14%


6

There are three primary sources of vessel acquisition opportunities

Ship Owners Ship Lenders Ship Yards

Three Dislocated Sources of Vessels


7

Ship Owners: The drop in asset values has led to significantly over-levered balance sheets

Over Leverage: Companies that purchased vessels during the past 5 years are beginning to experience covenant breaches on high vessel value debt. We expect that covenant breaches may lead to payment defaults, asset repossession by banks and consequent distressed dispositions.

OPEX

Principal**

Profit

Feb 2010 charter rate

$26,000Interest

B/E shortfall*

0

10,000

20,000

30,000

40,000

50,000

60,000

70,000

80,000

July 2008 Feb 2010

Cha

rter r

ate

per d

ay (D

olla

rs)

A 5 year old Panamax (bulker) purchased for $89mm in July 2008 can be acquired today for $35mm

Today’s price of $35mm and charter rate of $26k/day provides a 19.7% cash on cash unlevered return1

Source: Clarksons Research, February 20101 Revenue ($26,000 * 355 operating days = $9.2mm) less OPEX ($6,400 * 365 days = $2.3mm) = $6.9mm/$35mm = 19.7%* Break-even shortfall = $3,500/day, $105,000/Month, $1,260,000/year X # of ships. The break-even shortfall is defined as the amount by which revenue is less than capital and operating expenses (OPEX). **Assumes a 65% advance rate, 5-year term, 50% balloon, LIBOR +250bps.The above is shown for illustrative purposes only and does not reflect a holding in the Fund or in any other actual portfolio managed by JPMorgan. Opinions, estimates, forecasts, projections and statements of financial market trends that are based on current market conditions constitute our judgment and are subject to change without notice. There can be no guarantee they will be met.

Effects of Decreasing Charter Rates

Ship Owners


8

Total industry

loan portfolio

Total industry

loan portfolio

Imputed equity

Capital at Risk

0

100

200

300

400

500

600

2008 2009*

$U.S

. bn

* 2009 reflects an average of 50% drop in asset values through March 31 2009. Based on reported public sales prices through March 31 2009, actual decreases have ranged, depending on sector, from 40%-80%. Source: Clarksons Research.

$350bn

$250bn

Ship Lenders: As ship owners default, shipping banks will becomevessel owners and experience lending constraints

Bank Distress: Shipping lenders are experiencing both systemic funding challenges as well as increased capital requirements as collateral protection margins erode. As ship owners default, it is expected that banks will face a significant influx of repossessed assets.

Reserve Capital

$500bn

$350bn

Opinions, estimates, forecasts, projections and statements of financial market trends that are based on current market conditions constitute our judgment and are subject to change without notice. There can be no guarantee they will be met.

Outstanding loan values

Ship Lenders


$182bn*

9

Ship Yards: Bank capacity reductions are having a tremendous impact on the viability of the current orderbook

Orderbook: the outstanding orders of new ships pending completion.* JPMorgan estimateThe above is shown for illustrative purposes only. Estimates constitute our current judgement and are subject to change. Opinions, estimates, forecasts, projections and statements of financial market trends that are based on current market conditions constitute our judgment and are subject to change without notice. There can be no guarantee they will be met.

$0

$20

$40

$60

$80

$100

$120

$140

$160

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010F

Syndicated shipping loan volume

Adj. Orderbook ValueDebt Available Potential Cancellation

Source: Dealogic, Marine Money, JPMorgan estimates Source: Clarksons, Debt & Equity = JPMorgan estimates

$0

$20

$40

$60

$80

$100

$120

$140

$160

2010E 2011E 2012E 2013E+

($bn)$154bn

$111bn

$43bn

($bn)

$7bn

$9bn

$76bn

$52bn

2010 Orderbook value: $317bn

(89%)

$550bn in 2008

$317bn in 2010

Orderbook Collapse

Source: Clarksons, JPMorgan estimates

Shipyard Cancellations: The total orderbook today stands at $317bn for delivery during the next four years. At its height in 2007, total new bank origination for shipping reached $97bn. It is expected that in 2010, new bank origination will not surpass $15bn. Shipping has not been a significant user of public debt capital. This disconnect in funding availability, as wellas falling vessel values, is leading to significant order cancellations and increasingly pressured shipyards.

Ship Yards


10

Returns: Historical performance of vessel investments

Source: J.P. Morgan Asset Management, Clarksons Intelligence Network, Compass and Drewry Shipping Consultants. The returns above do not include any Fund fees or expenses, are based on historical data and are for illustrative purposes only. The returns shown do not represent actual historical returns or future returns of the Fund or any other actual investment product. No representation is made that the Fund’s performance will resemble the performance set forth above. Each bar on each chart represents the Unlevered IRRs (defined on pg. 16) for a specific asset class over a 20-year period for 3-year or 5-year hold periods. Each asset class is composed of standard ship sizes differentiated by standard carrying capacities. For each asset class, the Unlevered IRRs are weighted by the average historical market share of each ship size based on carrying capacity (measured in dead weight tons). Each year marked in each bar represents the Unlevered IRR for the specified hold period. For example, “94” in the Tanker 3-Yr End bar reflects the Unlevered IRR for the tanker asset class for tankers bought in 1991 and sold in 1994. Similarly, “08” in the Bulker 5-Yr End bar reflects the Unlevered IRR for the bulker asset class for bulkers bought in 2003 and sold in 2008. For the 20 Year Rolling 3-Yr Unlevered IRR by Segment chart, the data is based on ships that were 5 years old when purchased and 8 years old when sold. The sale prices of such 8 year old ships are based on an extrapolation of actual sales of 5 and 10 year old ships as supplied by Clarksons and Compass, both do not track the sale of 8 year old ships. For the 20 Year Rolling 5-Yr Unlevered IRR by Segment chart, the data is based on ships that were 5 years old when purchased and 10 years old when sold. The sale prices for such 10 year old ships are based on all reported ship sales aggregated and averaged monthly by Clarksons and Compass. For all periods the annual period was calculated on a calendar-year basis.

20 Year Rolling 5-YR Unlevered IRR (Internal Rate of Return) by Segment

Tanker5-Yr End

Bulker5-Yr End

Container5-Yr End

9594,9602

07

98

03

040608

05

00

9997

9901

07

05

06

00

*03

04

9597

94,01

04

03

05

06

08

07

*

9900

96,98

09

09

08

-20%

0%

20%

40%

60%

80%

100%

09

01

02

98

02

Source: Bloomberg

Correlations to Historic Shipping Returns

Barclays Capital Agg Bond Index 0.02

Global Equities (MSCI World) 0.27

U.S. Equities (S&P 500) 0.29

Emerging Mkt Equities (MSCI) 0.20


11

Returns: Historical performance of vessel investments

The returns above do not include any Fund fees or expenses, are based on historical data and are for illustrative purposes only. The returns shown do not represent actual historical returns or future returns of the Fund or any other actual investment product. No representation is made that the Fund’s performance will resemble the performance set forth above.Each line on the chart represents the Unlevered Annual Net Income Yield (as defined on page 9) for a specific asset class over a 20-year period. Each asset class is composed of several standard ship sizes that reflect the various carrying capacities of those standard ship sizes. For each asset class represented, the Unlevered Annual Net Income Yield over the 20-year period is weighted by the average historical market share of each standard ship size based on carrying capacity (measured in dead weight tonnage). The Aggregate Fleet Yield line represents an equally weighted portfolio of tankers, bulkers and containerships over a 20-year period.

-10%

0%

10%

20%

30%

40%

50%

60%

1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009

Aggregate Fleet Yield Tanker Fleet Yield Bulker Fleet Yield Container Fleet Yield

Historical Unlevered Annual Net Income Yields

Source: J.P. Morgan Asset Management, Clarksons Intelligence Network, Compass and Drewry Shipping Consultants


12

The Ceres Alliance

GasLog TankLogDryLog BoxLog

www.ctmmc.com www.drylog.com

www.gaslogltd.com

Goal

www.euronav.com

- The alliance between JPMorgan’s GMIF and Ceres enables both parties to leverage their competitive advantages in the key areas of sourcing, acquiring, and managing shipping investments

― Leading Fleet and Operations - Ceres is involved, directly or through investments, in a global fleet of over 150+ vessels and has a proven track record in vessel operation such as crewing, safety management, maintenance, and newbuilding supervision

― High Quality Charter Relationships - Ceres maintains chartering relationships with leading global charters such as: BG Group, Shell, Total S.A., Petrobras, ArcelorMittal, Glencore, Cargill, Rio Tinto, Vale, and BHP

― Longstanding JPMorgan Relationship - The Global Maritime Investment Fund Portfolio Manager has worked with Ceres for over 15 years, and JPMorgan Chase & Co. has a relationship with Ceres that dates back over 40 years

Structure - The alliance has been structured as a “Primary Partnership” whereby GMIF and Ceres will mutually pursue attractive investment opportunities. There is an agreement to share opportunities within the Alliance first. In the event either party does not wish to proceed with an individual opportunity, either party will be free to pursue the investment alone or with another partner

As one of the world’s leading, and oldest shipping groups, Ceres provides a truly global shipping platform with extensive capabilities in key subsectors of shipping including Dry Cargo, Tankers, and Containerships


J.P. Morgan and Ceres provides a formidable origination platform

Shipowners

Ship lenders

Shipyards

Global industrial network

Lender network

Acquisitions

Origination

Lender network

Shipowners

Ship lenders

Shipyards

Chartering

Financing

Global industrial network

Pools

13


14

0 1 23 4

5 67

8

Drybulkers

Tankers

Containerships

$0

$50

$100

$150

$200

$250

$300

$350

$400

Year

Drybulkers Tankers Containerships

Capital deployment timingCapital deployment timing

Drybulkers holding period

Tankers holding period

Containerships holding period

($mm)

Sample capital deployment timing


15

In the long term: global growth fundamentals drive investment returns

According to the U.N., global population is expected to reach 7.0bn next year1.

Capital Alternatives

Capital Contraction

Capital Intensity

Urbanization

Infrastructure Investment

Population Growth

Diet Evolution

Asian and developed economies’ infrastructure is experiencing significant investments.

Urbanization is growing rapidly from 30% of global population in 1950 to an anticipated 51% by 20101.

Global diets have changed from predominantly vegetarian to more meat-oriented.

Shipping has been, and will remain, a capital intensive business.

As bank lending has contracted, the shipping industry will need to source alternative capital.

High asset cost makes shipping a natural destination for institutional capital.

Source: 1 World BankOpinions, estimates, forecasts, and statements of financial market trends that are based on current market conditions are subject to change without notice. We believe the information provided here is reliable but should not be assumed to be accurate or complete. The views and strategies described may not be suitable for all investors.


16

The current downturn has created an entry point that may benefit from the anticipated recovery in the global economy

ShipyardCancellation

RateDecrease

ValueReduction

OverLeverage

BankDistress

Historiccyclical

opportunity

ShipyardCancellation

RateDecrease

ValueReduction

OverLeverage

BankDistress

Historiccyclical

opportunity

Shipping is essential

Attractive entry point

Current income

Commodities exposure

Portfolio diversification

Real asset exposure


17

Appendix


18

Risks and Disclaimers

General. The Fund is intended for long-term Investors who can accept the significant risks associated with investing in illiquid securities. An investment in the Fund involves various risk factors, including the possibility of partial or total loss of the Fund capital, and prospective Investors should not subscribe unless they can readily bear the consequences of such loss. There can be no assurance that the Fund will achieve its Investment Objective or Portfolio Target Return, or that there will be any return on capital. In particular, potential Investors should take into account the fact that the actual return achieved may be more or less in any particular year, and that different returns may be achieved by different Investments, according to their different cost bases, and that different Fund Investor Vehicles may have different returns.Lack of Liquidity of Interests. The Interests are subject to restrictions on transferability and resale under various securities laws and may not be transferred or resold except in compliance with those laws and with the prior written approval of the Investment Adviser or the relevant General Partner, as applicable (which may be withheld or conditioned in their respective absolute discretion). Risks Associated with Investments in Maritime Assets Generally. An investment in the Fund is subject to certain risks associated with the ownership of maritime assets and the maritime industry in general, including: the burdens of ownership of maritime-related assets; local, national and international economic conditions; the supply and demand for assets; the financial condition of operators, buyers and sellers of assets; changes in interest rates and the availability of credit which may render the sale or refinancing of assets difficult or impracticable; changes in environmental laws and regulations, planning laws and other governmental rules and fiscal and monetary policies; environmental claims arising in respect of assets acquired with undisclosed or unknown defects or problems resulting in environmental liabilities or as to which inadequate reserves have been established; changes in tax rates; changes in energy prices; negative developments in the economy that depress commercial transportation activity; uninsured casualties; force majeure acts, terrorist and piracy events, under-insured or uninsurable losses; and other factors which are beyond the reasonable control of the Fund and the Investment Adviser. In addition, as recent experience has demonstrated, maritime assets are subject to long-term cyclical trends that give rise to significant volatility in values.Risks Relating to the Fund’s Investment Objective and Investment Strategy. An investment in the Fund is not a bank deposit, is not insured by the U.S. Federal Deposit Insurance Corporation, and is not the obligation of, or guaranteed by, J.P. Morgan, JPMIM, JPMorgan Chase Bank, N.A. or any of their affiliates. An investment in the Fund involves investment risks, including the possible loss of the principal amount invested.The Investment Objective of the Fund is to seek a combination of capital appreciation and income generation through investing in a portfolio of maritime investments. There can be no assurance that a Fund Investment Vehicle will achieve this Investment Objective. Although the Investment Adviser will endeavor to recommend Investments that are consistent with the Investment Objective, Investments in maritime and maritime-related assets involve an inherently greater risk of loss of capital than various other types of Investments. Therefore, prospective Investors must recognize that, notwithstanding the Investment Objective, the Fund may be unable to preserve an Investor’s capital through its program of Investments in maritime assets.Lack of Liquidity of Underlying Maritime Investments. Investments will generally be illiquid and it may be difficult from time to time for the Fund to realize, sell or dispose of an Investment at an attractive price or at the appropriate time. Losses on unsuccessful Investments may be realized before gains on successful Investments are realized. The return of capital and the realization of gains, if any, will generally occur only upon the partial or complete disposal of an Investment. Prospective Investors should therefore be aware that they may be required to bear the financial risk of their investment for an indefinite period of time.Deterioration of Credit Markets May Affect Ability to Finance and Consummate Investments. The recent deterioration of the global credit markets has made it more difficult for financial sponsors like J.P. Morgan to obtain favorable financing for Investments. A widening of credit spreads, coupled with the deterioration of the sub-prime and global debt markets and a rise in interest rates, has dramatically reduced investor demand for high yield debt and senior bank debt, which in turn has led some investment banks and other lenders to be unwilling to finance new Investments or to only offer committed financing for these Investments on unattractive terms. The Fund’s ability to generate attractive investment returns for its Investors may be adversely affected to the extent the Fund is unable to obtain favorable financing terms for its Investments.


19

Risks and Disclaimers (cont’d)

Future Investments; Inability to Invest Committed Capital. The Investments that will be acquired by the Fund have not yet been identified, and the activity of identifying, completing and realizing attractive Investments is highly competitive and involves a high degree of uncertainty. The Fund is likely to compete for desirable Investments with other private investment funds, maritime investment vehicles, family groups and wealthy individuals, foreign investors, various types of financial institutions (such as mortgage banks and pension funds) and other institutional investors, with similar investment objectives, some or all of which may have capital and resources in excess of those of the Fund. Appraisals and Valuations. Most of the Fund’s Investments will be highly illiquid, and will most likely not be publicly-traded or readily marketable. The Investment Adviser, therefore, will not have access to readily-ascertainable market prices when establishing valuations of the Investments. While the Investment Adviser will endeavor to determine and establish valuations of the Fund’s Investments based on its estimate of the market values of suchInvestments and underwriting principles it considers to be sound, as a result of the illiquidity of a substantial portion of the Investments, the Investment Adviser and the Fund can provide no assurance that any given Investment could be sold at a price equal to the market value ascribed to such Investment in connection with the Investment Adviser’s valuation thereof.Dependence on Investment Adviser. Most of the investment decisions with respect to the Fund will be made by the Investment Adviser. The success of the Fund depends significantly on the Investment Adviser’s ability to identify, select, manage and dispose of appropriate Investments. There is no guarantee that suitable Investments will be available or that Investments will be successful. Leverage. Certain of the Fund’s Investments may be leveraged, which may adversely affect income earned by the Fund or may result in a loss of principal. The use of leverage creates an opportunity for increased net income, but at the same time involves a high degree of financial risk and may increase the exposure of the Fund or its Investments to factors such as rising interest rates, downturns in the economy or deterioration in the condition of the investment collateral. The Fund may be unable to secure attractive financing as market fluctuations may significantly decrease the availability and increase the cost of leverage. Principal and interest payments on any leverage will be payable regardless of whether the Fund has sufficient cash available. Senior lenders would be entitled to a preferred cash flow prior to the Fund’s entitlement to payment on its Investment. Lack of Diversification. The Fund may invest in a limited number of Investments, and, as a consequence, the aggregate returns realized by the Investors may be adversely affected by the unfavorable performance of a small number of such Investments. The Investments may also involve geographic concentration, and hence an inability to diversify risk. Finally, since many of the Investments may involve a high degree of risk, poor performance by a few of the Investments could significantly affect the total returns to the Investors.Regulatory Risks And Tax Risks. The operation of the Fund and the tax consequences of an investment in the Fund are substantially affected by legal requirements, including those imposed by ERISA, the US Internal Revenue Code and regulations promulgated under each statute, and, by the laws, including tax laws, of any jurisdiction in which an Entity may be organized, formed or incorporated. Diversity of Investor Base. Investors in the Fund will include taxable and tax-exempt entities, and persons or entities residing in or organized in various jurisdictions, including non-US jurisdictions, and may, therefore, have conflicting investment, tax and other interests with respect to their investment in the Fund. Conflicting interests of Investors may relate to or arise from, among other things, the structuring and nature of the Investments and the timing of disposition of Investments. Such factors may result in different after-tax returns being realized by different Investors. Conflicts may also arise in connection with decisions made by the Investment Adviser that may be beneficial for one or more Investors but not others, particularly with respect to Investors’ tax status. In selecting Investments appropriate for the Fund and structuring such Investments, the Investment Adviser will consider the Investment Objective of the Fund as a whole rather than the investment objectives, or particular tax or regulatory status of any individual Investor.Lack of Operating History. The Fund Investment Vehicles have no operating history. Any historical returns achieved by J.P. Morgan or JPMIM are not a prediction of the future performance of the Fund and there can be no assurance that the Fund will achieve comparable returns, its Investment Objective or the Portfolio Target Return. There also can be no assurance that the investment strategy of the Fund will be as successful as the investment programs of existing J.P. Morgan funds or separate accounts. The possibility of partial or total loss of the Fund’s capital exists, and prospective Investors should not subscribe unless they can readily bear the consequences of such loss.


20

Risks and Disclaimers (cont’d)

Risks in Connections with US Banking Laws. To the extent that the Fund, any entity controlled by the Fund, any Investor or any unrelated third party engages in transactions with the banking subsidiary of J.P. Morgan where the proceeds of such transactions are transferred to or for the benefit of the Fund or any entity controlled by the Fund (e.g., if a third party borrows money from J.P. Morgan Chase Bank to finance the purchase of an asset controlled by the Fund), such transactions may be subject to the conditions and restrictions of the Bank Affiliate Transactions Laws and may be less advantageous to the Fund, any such entity controlled by the Fund, Investor or unrelated third party than transactions with parties unaffiliated with J.P. Morgan.U.S. Taxation. Returns in the Fund may be subject to U.S. federal, state and local tax regardless of which entity an Investor invests in. The rate and amount of tax would vary depending on the mix and type of maritime Investments made by the Fund. For a more complete discussion of the tax consequences of an investment in the Fund, Investors should review the Memorandum when available. Investors should consult their tax advisers regarding such tax consequences as well as any taxes to which they may be subject in their own jurisdiction.Conflicts of Interest. JPMorgan Chase & Co. and its affiliates engage in activities in the normal course of its investment banking, asset management and other businesses that may conflict with the interests of the Fund, and/or Investors in the Fund. Hedging; Derivatives. The Fund may use derivative and other instruments for hedging and speculative purposes. There can be no guarantee that the Fund will be successful in hedging risks. The use of leverage and derivatives for speculative purposes can substantially increase the market exposure (and market risk) to which the Fund’s portfolio may be subject.Forward-Looking Statements. The statements herein which contain terms such as “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “intend,” “continue” or “believe” or the negatives thereof or other variations thereon or comparable terminology are forward-looking statements and not historical facts. Due to various risks, uncertainties and assumptions, including, without limitation those set forth in this Booklet and the Memorandum, actual events, results or the actual performance of the Fund, or any investment presented herein, may differ materially from those reflected in or contemplated by such forward-looking statements. Any market analysis presented in this Booklet represents the subjective views of the Investment Adviser.Past Performance and Projections. Investment performance shown does not represent the Fund’s Investments (unless otherwise specified) and, in any event, should not be used to predict the Fund’s return. Fund Investors may experience results that differ materially from those shown. Investments shown represent those Investments made by J.P. Morgan for similar property types and risk/return characteristics as those anticipated to be made for the Fund. “Gross Realized IRR” is the leveraged gross internal rate of return (IRR) for each investment calculated using the actual investment cash flows, but excludes deductions for management fees and organizational and other expenses, which reduce returns.“Net Realized IRR” is the leveraged gross IRR for each investment calculated using the actual investment cash flows, after deducting the highest applicable management fee. “Equity Multiple” is the total cash returned from an investment divided by invested equity.“Projected” IRRs, Equity Multiples and Initial Capital Invested are based upon J.P. Morgan’s pro-forma projections used when the investment was initially approved, subject to subsequent updates using realized cash flows, a forecast of remaining unrealized cash flows and other factors, which have been determined in good faith by J.P. Morgan. You should not assume that such projections will prove to be accurate. J.P. Morgan Asset Management is the marketing name of the asset management business of JPMorgan Chase & Co. J.P. Morgan representatives may be employees of any of the foregoing entities. An interest in the Fund is not a deposit or obligation, or in any way guaranteed by JPMorgan Chase Bank, N.A., or any other bank and is not approved, authorized, insured or guaranteed by any governmental organization. Members of J.P. Morgan may act as the placing agent for interests in the Fund.


21

Important information

If J.P. Morgan decides to establish the Fund, interests in the Fund will be offered solely on the basis of (i) an offering memorandum (the Memorandum), (ii) a limited partnership agreement constituting the Fund or a relevant feeder vehicle, (iii) any required operator agreement, and (iv) the subscription form (together, the Fund Documentation). Copies of the Fund Documentation will be provided to, and should be reviewed by, any potential investor prior to subscribing for an interest in the Fund. Accordingly, this summary does not contain all material information that a prospective investor should consider when investigating an investment in the Fund and the Fund Documentation may be different from this summary. By accepting this information, the recipient and its representatives agree that they will use this summary only to evaluate whether they have any future interest in receiving the Fund Documentation. For these purposes a J.P. Morgan Party means any of JPMorgan Chase & Co. or any of its affiliates or any of their respective directors, officers, employees, partners, members, operators, managers or advisers. The benefit of this disclaimer is held by JPMorgan Chase & Co. for itself and on trust for each other J.P. Morgan Party.Accordingly, this summary and any other information that any J.P. Morgan Party may provide to a recipient of this summary in connection with the Fund (including any orally communicated information) shall not form the basis of any contract. The only information that shall form the basis of any contract is the information in the Memorandum (any information not contained in the Memorandum, the Other Information).In relation to recipients in the UK, the Fund will be a collective investment scheme and will not be authorized or regulated by the FSA. Consequently, this summary must not be made available for general distribution in, from or into the UK. This presentation is intended to be distributed only to those persons who are described in Articles 14 (investment professionals) or 22 (high net worth companies, unincorporated associations, etc.) of the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001, as amended, or to any person to whom it may otherwise lawfully be distributed to.In relation to recipients in the U.S., each person investing in the Fund must be an “accredited investor” for the purposes of the U.S. Securities Act of 1933 and a “qualified purchaser” for the purposes of the U.S. Investment Company Act of 1940 and this summary is for the sole benefit of accredited investors and qualified purchasers. This summary must not be reproduced or used as sales literature with members of the general public.In furnishing this summary or any Other Information, no J.P. Morgan Party undertakes any obligation to provide any recipient with any additional information, or to update, or to correct any inaccuracies (including, the exclusion of relevant information) which may become apparent in, the summary, or any Other Information. Each recipient must independently and without reliance on any J.P. Morgan Party, make its own appraisal of this summary and any Other Information and make its own decision in relation to expressing its interest in the Fund. Recipients should not construe the contents of this summary or any Other Information as legal, tax, investment, accounting or other advice or any recommendation by any J.P. Morgan Party. Recipients should consult with their own counsel and advisors as to all legal, tax, regulatory, financial and related matters concerning the Fund.


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FOR QUALIFIED INVESTORS ONLY. This information has been prepared for investors who qualify to invest in the types of investments described herein. Generally they would include investors who are "Qualified Purchasers" as defined in the Investment Company Act of 1940, as amended, and "Accredited Investors" as defined in the Securities Act of 1933, as amended. This information may not be reproduced or used as sales literature with members of the general public.This document is intended solely to report on various investment views held by J.P. Morgan Asset Management. Opinions, estimates, forecasts, and statements of financial market trends that are based on current market conditions constitute our judgment and are subject to change without notice. We believe the information provided here is reliable but should not be assumed to be accurate or complete. The views and strategies described may not be suitable for all investors. References to specific securities, asset classes and financial markets are for illustrative purposes only and are not intended to be, and should not be interpreted as, recommendations. Indices do not include fees or operating expenses and are not available for actual investment. The information contained herein employs proprietary projections of expected returns as well as estimates of their future volatility. The relative relationships and forecasts contained herein are based upon proprietary research and are developed through analysis of historical data and capital markets theory. These estimates have certain inherent limitations, and unlike an actual performance record, they do not reflect actual trading, liquidity constraints, fees or other costs. References to future net returns are not promises or even estimates of actual returns a client portfolio may achieve. The forecasts contained herein are for illustrative purposes only and are not to be relied upon as advice or interpreted as a recommendation. The value of investments and the income from them may fluctuate and your investment is not guaranteed. Past performance is no guarantee of future results. Please note current performance may be higher or lower than the performance data shown. Please note that investments in foreign markets are subject to special currency, political, and economic risks. Exchange rates may cause the value of underlying overseas investments to go down or up. Investments in emerging markets may be more volatile than other markets and the risk to your capital is therefore greater. Also, the economic and political situations may be more volatile than in established economies and these may adversely influence the value of investments made. The deduction of an advisory fee reduces an investor’s return. Actual account performance will vary depending on individual portfolio security selection and the applicable fee schedule. Fees are available upon request.The following is an example of the effect of compounded advisory fees over a period of time on the value of a client’s portfolio: A portfolio with a beginning value of $100mm, gaining an annual return of 10% per annum would grow to $259mm after 10 years, assuming no fees have been paid out. Conversely, a portfolio with a beginning value of $100mm, gaining an annual return of 10% per annum, but paying a fee of 1% per annum, would only grow to $235mm after 10 years. The annualized returns over the 10 year time period are 10.00% (gross of fees) and 8.91% (net of fees). If the fee in the above example was 0.25% per annum, the portfolio would grow to $253mm after 10 years and return 9.73% net of fees. The fees were calculated on a monthly basis, which shows the maximum effect of compounding.All case studies are shown for illustrative purposes only and should not be relied upon as advice or interpreted as a recommendation. They are based on current market conditions that constitute our judgment and are subject to change. Results shown are not meant to be representative of actual investment results. Past performance is not necessarily indicative of the likely future performance of an investment.Any securities mentioned throughout the presentation are shown for illustrative purposes only and should not be interpreted as recommendations to buy or sell. A full list of firm recommendations for the past year is available upon request. J.P. Morgan Institutional Investments Inc., placement agent, member FINRA/SIPC.J.P. Morgan Asset Management is the marketing name for the asset management business of JPMorgan Chase & Co. Those businesses include, but are not limited to, J.P. Morgan Investment Management Inc., JPMorgan Investment Advisors Inc., Security Capital Research & Management Incorporated and J.P. Morgan Alternative Asset Management, Inc.Copyright © 2010 JPMorgan Chase & Co. All rights reserved.

J.P. Morgan Asset Management


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Questions?

Andy DacyTel: +1 312-732-3344Email: [email protected]

Larry KohnTel: +1 212-648-2227Email: [email protected]

Bob PeaseTel: +1 212-648-1931Email: [email protected]

Steven WeddleTel: +1 212-648-2481Email: [email protected]

Please contact:

Joel DamonTel: +1 415-315-5246Email: [email protected]

or

J.P. Morgan Global Maritime Investment Fund (GMIF)

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