JP Morgan Alternative Asset Management Inc

Fees and Compensation

A. Advisory Fees and Compensation

Separately Managed Accounts

Clients generally pay an investment advisory fee based on a percentage of the market
value of the assets managed by the Adviser. Such fee is referred to as an “asset-based
fee.” To the extent permitted under the Advisers Act, the Adviser also charges
performance-based compensation with respect to certain strategies and products or as
otherwise agreed with specific clients. For an additional discussion of performance-based
compensation, please refer to Item 6. Fees vary as a result of negotiations, discussions
and/or factors that may include the particular circumstances of the client, account size,
investment strategy, account servicing requirements, the size and scope of the overall
relationship with the Adviser and its Affiliates or certain consultants, or as may be
otherwise agreed with specific clients on a case by case basis. The Adviser may not
disclose to a client the terms of another client’s agreement (without that client’s
permission). Clients will indirectly pay fees to Investment Vehicles in which such clients
are invested. (See Item 5.C below for greater detail.)

Registered Funds

JPMorgan Funds and Other Registered Funds Sub-Advised by the Adviser

The prospectus of each foreign registered fund (including UCITS) advised or sub-advised
by the Adviser (the “Foreign Funds”) sets forth the applicable fees and expenses.

Unregistered Funds

With respect to unregistered private funds managed by the Adviser, the applicable fees
and expenses are set forth in the relevant offering or governing documents, or in certain
cases, in separate fee agreements between the Adviser and the private fund’s investors.

The Adviser's fees vary depending on the type of fund, investment strategy, share class
or series within a Fund. The private funds managed by the Adviser are generally subject
to an asset-based fee ranging up to 1.6% annually and performance-based compensation
ranging up to 12.5% of the appreciation of the fund’s assets or performance in excess of
a specified benchmark or preferred return threshold. (Additionally, investors in a fund will

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File No. 801-38319

indirectly pay fees to Investment Vehicles in which such fund is invested. (See Item 5.C
below for greater detail.)

From time to time, a private fund may enter into “side letter” agreements with certain
investors which provide for investment terms that may differ from the terms described in
its offering documents. Such terms may include waivers reducing or rebating
management fees and/or performance fees. JPMAAM typically will not disclose to other
private fund investors the terms of any such side letter agreements.

Investors should refer to the offering documents of the relevant private fund or applicable
fee agreement for further information with respect to fees.

B. Payment of Fees

Separately Managed Accounts

For Managed Accounts, the fees are either paid out of the assets of the account or from
the client’s other assets by the client’s custodian, or as provided in the investment
management agreement with the client and the Adviser or its Affiliate. The Adviser
typically charges fees after services have been rendered, including with respect to post-
termination or liquidation - related services; (i) the management fee is typically payable
at the end of each calendar quarter, and (ii) the performance compensation is typically
payable at the end of each calendar year, or, in each case as otherwise provided in the
investment management agreement with the client.

Registered and Unregistered Funds

A description of the calculation and payment of fees payable to the Adviser is set forth in
the applicable prospectus, offering or governing document or fee agreement for the
relevant fund. Investors should refer to such documents for further information with
respect to fees.

C. Additional Fees and Expenses

General

In addition to the advisory fees described above, clients may be subject to other fees and
expenses in connection with JPMAAM's advisory services.

Transaction Charges

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Certain clients, typically the Liquid Alts Funds, pay brokerage commissions, taxes,
charges and other costs related to the purchase and sale of securities for such client’s
account. See Item 12 for additional information regarding the Adviser’s brokerage
practices.

Custody and Other Fees

Clients may 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 an investor's account is invested in pooled investment funds, including private funds,
the investor’s account generally will bear its pro-rata share of the expenses of the fund,
including custody fees.

Common Types of Expenses Related to Advisory Services

Clients, including funds, may either directly or through allocations by the Adviser or its
Affiliates bear the following expenses related to the offering, administration and operation
of a client account:

   (i)     All organizational and offering expenses of a fund;

   (ii)    The costs, fees and expenses associated with the formation of any joint
           venture, special purpose vehicle, co-investment or any syndication in relation
           to any investment;

   (iii)   The costs related to the marketing of a fund to potential investors, including,
           the costs, fees and expenses associated with registering a fund in certain
           jurisdictions, distribution fees or expenses or translations of fund documents;

   (iv)    Fees paid and out-of-pocket expenses reimbursed to service providers
           selected to provide administrative services, registration and transfer agency
...

ITEM 7

                                      Type of Clients

The Adviser primarily provides investment advisory services to both U.S. and non-U.S.
clients, including:

   •   Charitable and/or religious organizations

   •   Closed-end funds

   •   Corporations

   •   Defined contribution and defined benefit pension plans

   •   Endowments and foundations

   •   Financial Institutions

   •   High Net Worth Individuals

   •   Insurance companies

   •   Investment companies (including mutual funds, closed-end funds and ETFs)

   •   Pooled investment vehicles (private funds)

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   •   Sovereigns and central banks

   •   State and local governments

   •   Supranational organizations

   •   Taft-Hartley plans

   •   Trusts

The Adviser also provides investment advisory services to the Wealth Management
division of JPMAWM and to J.P. Morgan Investment Management Inc. (“JPMIM”).

Account Requirements

The Adviser has established minimum account requirements for certain client accounts,
which 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 are
subject to waiver in the Adviser's discretion and are waived for client accounts from time
to time. To open or maintain an account, clients are required to sign an investment
advisory agreement with JPMAAM that stipulates the terms under which JPMAAM is
authorized to act on behalf of the client to manage the assets listed in the agreement. In
certain instances, JPMAAM also manages the assets of its Affiliate’s clients and will
receive from the Affiliate a portion of the fee or other compensation paid by the end client
for such services. Under these circumstances, the client enters into an investment
advisory agreement with the Affiliate and, in turn, the Affiliate appoints or delegates
authority to JPMAAM.

For private 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 “ICA”), and a “qualified
eligible person” under Rule 4.7 of the Commodity Exchange Act.