J.P. Morgan Investment Management Inc. (JPMIM)

J.P. Morgan Institutional Investments Inc.

The Fund seeks to provide exposure to private markets assets through a tender fund structure that is registered as a non-diversified, closed-end investment management investment company under the Securities Act of 1933 and Investment Company Act of 1940.

The Fund's investment objective is to seek to provide long-term capital appreciation. In pursuing its investment objective, the Fund intends to invest primarily in an actively managed portfolio of private equity and other private assets (collectively, "private market investments"). The Fund's private market investments focus is on private equity strategies including: (i) private equity and (ii) venture capital. The Fund expects to invest principally in Secondary Investments, Co-Investments and Primary Investments, although the allocation among those types of investments and other investments may vary from time to time.

The Fund is permitted to borrow money or issue debt securities in an amount up to 331/3% of its total assets in accordance with the 1940 Act.

Perpetual-life entity with no requirement to pursue a liquidity event by any date certain or at all.

Net Asset Value (NAV) per share for such class as of the last calendar day of such month, plus applicable selling commissions charged by an intermediary.

The Fund offers to repurchase Shares from the Shareholders on a quarterly basis (following the second full quarter of fund operations), in an amount not to exceed 5% of the Fund's NAV, subject to the discretion of the Board to make such tender offer each quarter. Shareholders may request repurchase of all or a portion of their shares during each tender window (approx. 45 days prior to the applicable valuation date, generally March 31, June 30, September 30 and December 31). The Fund expects at least 95% payment will be made on or before the 65th day, following the expiration of the tender offer, with the remaining 5% (if applicable) paid after the Fund's year-end audit. Shares not held for at least one year will be subject to an early repurchase fee of 2%.

Monthly NAV per share.

Shareholders automatically participate in the Dividend Reinvestment Plan (DRIP), unless the Shareholder makes an election to withdraw from the plan.

Shares will be sold only to persons that are both "accredited investors," as defined in Regulation D of the Securities Act of 1933, and "qualified clients," as defined in Rule 205-3 of the Investment Advisers Act of 1940. Currently, either (1) an individual who is making an investment in the Fund of at least $1.1 million or after purchase of the Fund has at least $1.1 million under the management of JPMIM, or (2) an individual with a net worth of $2.2 million or more, either individually or jointly with a spouse, immediately before entering into an advisory contract, not including the value of their primary residence. See the prospectus for more information.

1099-DIV