J.P. MORGAN PRIVATE INVESTMENTS INC.


Advisory Business

A. General Description of Advisory Firm J.P. Morgan Private Investments Inc. (“JPMPI”), a Delaware corporation, is a registered investment adviser that provides advisory services to open-end and closed-end Registered Investment Companies (“RICs”) under the Investment Company Act of 1940, as amended (the “1940 Act”); provides investment advice and/or administrative functions for private investment funds organized as limited partnerships, limited liability companies, or offshore companies (“Private Funds”); and provides discretionary and non- discretionary investment management services in various wrap fee programs offered through an affiliate, J.P. Morgan Securities LLC (“JPMS”). For the JPMS wrap fee programs, JPMPI acts as a (i) sub-adviser to JPMS’ J.P. Morgan Core Advisory Portfolio program (“JPMCAP”) and Chase Strategic Portfolio program (“CSP”) (ii) manager of the Select Advisory Strategies offered through JPMS’ Advisory Program (the “Advisory Program”), (iii) manager of a strategy offered through JPMS’ Strategic Investment Services program (“STRATIS”), (iv) manager of strategies offered through JPMS’ Customized Bond Solutions program (“C-BoS”), and (v) non-discretionary adviser for JPMS’ Mutual Fund Advisory Portfolio program (“MFAP”). In addition, JPMPI provides certain Fund and SMA Manager research services with respect to certain strategies offered by JPMS, including Portfolio Manager Program (“PMP”), Discretionary Fixed Income program (“DFI”) and SMA Managers available in STRATIS (except JPMPI). The JPMS legal entity includes two wealth management businesses: Chase Investments (“Chase Investments”) and J.P. Morgan Securities. The Chase Investments business offers to its clients CSP, Advisory Program, MFAP, PMP and DFI. The J.P. Morgan Securities business offers to its clients STRATIS. C-BoS and JPMCAP are offered by both Chase Investments and J.P. Morgan Securities. JPMPI was incorporated on November 25, 1991. JPMPI is a wholly-owned subsidiary of J.P. Morgan Chase & Co., which, together with its affiliates (collectively, “J.P. Morgan” or "JPMC") is engaged in a large number of financial businesses worldwide, including banking, asset management, securities brokerage, and investment advisory services. As relevant to this Brochure, JPMPI is also affiliated with the following entities, which are also affiliates of each other as well as J.P. Morgan: JPMS, J.P. Morgan Investment Management Inc. (“JPMIM”) and J.P. Morgan Chase Bank, N.A. (“JPMCB”).
The below table contains certain key definitions used in this Brochure. Additional defined terms
are defined throughout the Brochure itself.
Acronym Definition of Acronym “ADR” American depositary receipt “ETFs” Exchange-traded funds “ERISA” Employee Retirement Income Security Act of 1974, as amended “Funds” Collectively, open-end mutual funds, ETFs and Liquid Alternative Funds “IRA” Individual retirement account “J.P. Morgan Affiliated Funds” Funds sponsored or managed by J.P. Morgan including JPMPI and JPMIM “Liquid Alternative Funds” Mutual funds that hold more non-traditional investments and employ more complex strategies than traditional mutual funds “Model Managers” Investment adviser affiliated or unaffiliated with J.P. Morgan that provide model portfolios of individual securities to JPMPI as a discretionary manager “non–J.P. Morgan Funds” Funds managed by third-party asset managers unaffiliated with J.P. Morgan “Programs” The programs for which JPMPI provides investment advisory services, including JPMCAP, CSP, Advisory Program, STRATIS, C-BoS and MFAP “SMA Managers” Both Model Managers and separately managed account investment advisers

B. Description of Advisory Services This Brochure describes the services that JPMPI provides including (i) the discretionary portfolio management services for JPMCAP clients, CSP clients, Advisory Program clients that select the Select Advisory Strategies, STRATIS clients and C-BoS clients, (ii) the non-discretionary advisory services for MFAP clients, and (iii) the Fund and SMA Manager research services with respect to certain strategies offered by JPMS, including PMP, DFI and SMA Managers available in STRATIS (except JPMPI). Additional information about the services JPMPI provides to its other clients investing in Private Funds and RICs is described in a separate ADV brochure, which is available at the SEC’s website at www.adviserinfo.sec.gov. In addition, for more information on the Programs, see the applicable JPMS Form ADV, Part 2A Appendix 1, SEC File No. 801-3702, which are available from JPMS upon request. In addition, the descriptions below of the various Programs’ investment strategies are, with respect to investments in individual securities or separately managed accounts through a SMA Manager that is an SEC-registered investment adviser, qualified in their entirety by the information included in the applicable SMA Manager’s Form ADV, Part 2, which is available at the SEC’s website at www.adviserinfo.sec.gov. The investment strategy descriptions below are not intended to serve as Fund, SMA Manager, or account guidelines. Neither JPMS, JPMPI, nor JPMPI's manager solutions team (further described below) can ensure that a given strategy’s investment objective will be attained. Additionally, with the exception of the Six Circles Funds (described in Item 11.B below), for which JPMPI serves as investment adviser, neither JPMS, JPMPI, nor JPMPI’s manager solutions team is responsible for the performance of any Fund or any SMA Manager, or for any Fund’s or SMA Manager’s compliance with its prospectus, disclosures, laws or regulations, or other matters within the Fund’s or SMA Manager’s control. Each Fund’s adviser and SMA Manager are solely responsible for the investment strategy that they manage. JPMPI’s role is described in
I. JPMCAP Overview
JPMCAP is a discretionary unified managed account program managed and offered by JPMS. In JPMCAP, client assets are invested in a manner consistent with one of the single-asset class (Managed Fixed Income and Managed Equities) or multi–asset class (Conservative, Balanced, Growth and Aggressive Growth) investment strategies made available by JPMS to clients. Assets within an investment strategy are generally invested in each asset class through one or more Funds or individual securities in accordance with one or more model portfolios provided by separate Model Managers available through JPMS, subject to the qualifications below. For taxable accounts only, clients have the option to utilize available municipal fixed income options. Clients with at least $250,000 in their JPMCAP accounts may elect to include Liquid Alternative Funds, subject to the qualifications below. See Item 10.D below for information on share classes of Funds available to JPMCAP clients. Clients with at least $750,000 in their JPMCAP accounts may also elect to have assets within an investment strategy invested in individual securities in accordance with one or more model portfolios provided by the Model Managers. At the present time, Model Managers are only available in the Chase Investments line of business and are not available in the J.P. Morgan Securities line of business, though this may change at JPMS’ discretion. Funds available through JPMCAP include both J.P. Morgan Affiliated Funds and non–J.P. Morgan Funds. A portion of the assets in JPMCAP are expected to be invested in J.P. Morgan Affiliated Funds. In addition, unaffiliated and affiliated Model Managers may be evaluated and selected for JPMCAP accounts. See “Use of J.P. Morgan Affiliated Funds and SMA Managers and Potential Conflicts of Interest” in Item 11.B below for more information on the use of J.P. Morgan Affiliated Funds and affiliated Model Managers. Description of Investment Strategies

The investment strategy for a particular client is based on the client’s discussion with JPMS and the client’s risk tolerance. The investment strategies available in JPMCAP are Conservative, Balanced, Growth, Aggressive Growth, Managed Fixed Income and Managed Equities. The Conservative, Balanced, and Growth investment strategies are available for clients, regardless of whether they are eligible to include or have elected to include Liquid Alternative Funds or other securities through Model Managers in their accounts. The Aggressive Growth investment strategy is only available to those clients who are eligible for and have elected to include Liquid Alternative Funds in their accounts. Liquid Alternative Funds are not available in the Managed Equities or Managed Fixed Income investment strategies. The investment strategies and types of investment options that are available based on the level of client assets in JPMCAP are summarized in the table below:
Available Investment Strategies
Client
Program
Assets
Available Investment Strategies*
Conservative Balanced Growth Aggressive Growth Managed Fixed Income Managed Equities $10,000 – $249,999 Yes Yes Yes No Yes Yes $250,000 and over Yes Yes Yes Yes (if include Liquid Alternative Funds) Yes Yes $750,000 and over Yes Yes Yes Yes (if include Liquid Alternative Funds) Yes Yes

Available Investments
Client
Program
Assets
Available Investments* Mutual Funds ETFs Liquid Alternative Funds Other Securities through Model Managers $10,000 – $249,999 Yes Yes No No $250,000 and over Yes Yes Yes, on client election (except for Managed Fixed Income and Managed Equities) No $750,000 and over Yes Yes Yes, on client election (except for Managed Fixed Income and Managed Equities) Yes, on client election for certain lines of business**

* Does not include Legacy Models/Strategies (see description of Legacy Models/Strategies below). ** At the present time, Model Managers are only available in the Chase Investments line of business and are not available in the J.P. Morgan Securities line of business, though this may change at JPMS’ discretion. Below is a description of each JPMCAP investment strategy. For the related risks of each JPMCAP investment strategy, see Item 8 below. Conservative The Conservative investment strategy seeks to primarily preserve capital investments and generate income with a secondary goal to achieve moderate levels of capital growth. The investment strategy also aims to maintain below-moderate exposure to risk of capital loss in pursuit of this return objective. Consistent with these objectives, a majority of the investment strategy expects to be invested in assets that tend to have a history of lower capital returns and volatility such as fixed income. To achieve a return objective that includes capital growth, a larger percentage expects to be invested in historically more volatile securities such as equities and alternative assets, than an objective focused on capital preservation alone. Balanced The Balanced investment strategy seeks to primarily achieve growth of capital investments and income generation with a secondary goal of principal preservation. The investment strategy also aims to maintain moderate exposure to risk of capital loss in pursuit of this return objective. Consistent with these objectives, this investment strategy expects to invest in assets that tend to have a history of lower capital returns and volatility such as fixed income, and those with a more volatile history and upside return potential such as equities and alternative assets.

Growth The Growth investment strategy seeks to primarily achieve growth of capital investments. The investment strategy also aims to maintain above-moderate exposure to risk of capital loss in pursuit of this return objective. Consistent with these objectives, this investment strategy expects to invest predominantly in assets that tend to have a history of higher upside return potential and volatility such as equities and alternative assets, with a lower percentage invested in historically less volatile securities such as fixed income.

Aggressive Growth The Aggressive Growth investment strategy seeks to first and foremost achieve growth of capital investments. The investment strategy will generally maintain high exposure to risk of capital loss in pursuit of this return objective. Consistent with these objectives, this investment strategy expects to invest predominantly in assets that tend to have a history of higher upside return potential and volatility, such as equities and alternative assets.

Managed Fixed Income The Managed Fixed Income investment strategy seeks to generate total return through growth of capital investments and income generation. The investment strategy also aims to maintain moderate exposure to risk of capital loss in pursuit of this return objective. Consistent with these objectives, this investment strategy expects to invest in fixed income assets, cash and cash equivalents.

Managed Equities The Managed Equities investment strategy seeks to first and foremost achieve growth of capital investments. The investment strategy will maintain high exposure to risk of capital loss in pursuit of this return objective. Consistent with these objectives, this investment strategy expects to invest solely in equities, which tend to have a history of higher upside return potential and higher volatility. The investment strategy may also maintain exposure to cash or cash equivalents. JPMS establishes investment objectives and policy, designates sub-adviser(s) when appropriate and is responsible for oversight of the sub-adviser(s). JPMPI determines strategic and tactical allocation for the investment strategies and selects the Funds and Model Managers available through JPMCAP using its research. JPMS (not JPMPI) is responsible for determining whether an investment strategy is suitable for a particular client. JPMS prepares an investment policy statement for JPMPI that specifies investment guidelines, including those designed by JPMS to address operational and other considerations. These operational and other considerations, such as Fund concentration and capacity issues, may affect the timing of certain tactical trades, and may result in the timing or implementation of trades for a client’s account differing from that of another client or group of clients of JPMS or its affiliates. An internal governance forum provides ongoing oversight of JPMCAP to review compliance with strategy- specific guidelines and metrics. Legacy Models/Strategies In October 2018, certain JPMCB bank-managed investment accounts transferred into similar JPMS discretionary Program models and investment strategies with identical investment objectives. However, due to certain tax consequences, certain of these accounts continue to be invested in their existing asset allocation models and certain portfolio holdings will differ from the corresponding models and portfolio holdings offered in the Programs (“Legacy Models/Strategies”). Therefore, although the asset allocation models and portfolio management are provided by the same investment management teams, the performance of the Legacy Models/Strategies will differ from the corresponding current Program models. Legacy Models/Strategies are not available to new Program accounts. Legacy Models/Strategies trade through JPMS on a different trade implementation system than the current models and investment strategies in the Programs. Certain non-retirement taxable accounts in JPMCAP, as well as the Multi- Manager Select Advisory Strategies in the Advisory Program (as applicable below), are invested in Legacy Models/Strategies; all other accounts have been conformed to the current Program models and investment strategies. Clients that remain in the Legacy Models/Strategies can request to be transitioned to current Program models and investment strategies. Transition Models On or about June 9, 2019, JPMPI made available additional models for JPMCAP accounts invested in Legacy Models/Strategies (“Transition Models”) for clients who request to change their investment strategy. Transition Models are based on the similar investment strategies as other JPMCAP models. Certain portfolio holdings for Transition Models will differ from the corresponding current JPMCAP models. Therefore, although the asset allocation and portfolio management for the Transition Models are provided by the same investment management teams that provide models in JPMCAP, the performance of the Transition Models can differ. Option to Use Index Oriented Vehicles JPMPI prefers to follow an investment process that maintains the option of using a range of active and passive vehicles, some of which are Index Oriented Vehicles (as defined below) and some of which are not. However, clients may elect to have their accounts (other than cash and liquidity Funds) implemented using Index Oriented Vehicles. For purposes of the JPMCAP Index Oriented Vehicle election, “Passively Managed Vehicles” include ETFs and index mutual funds. “Actively Managed Vehicles” include mutual funds, separately managed accounts, and investments in other securities through Model Managers. In determining whether a particular Actively Managed Vehicle or Passively Managed Vehicle may be considered an “Index Oriented Vehicle,” JPMPI will, using research and vehicle evaluation, consider, among other things, how closely the vehicle’s historical returns track the index JPMPI is targeting for the relevant asset class as well as the cost, liquidity, complexity and potential tax efficiency of the vehicle’s strategy. The determination of whether a vehicle is an Index Oriented Vehicle is in JPMPI’s sole discretion, is subject to change, and does not guarantee that Index Oriented Vehicles will perform in line with, or in excess of, underlying indices. The election does not apply to cash and liquidity Funds. Clients who have selected the Conservative, Balanced, Growth, or Managed Equities investment strategies, and who have not elected to include Liquid Alternative Funds or other securities through Model Managers, may elect to use Index Oriented Vehicles to implement their accounts for asset classes other than cash and liquidity Funds. The election to have an account implemented using Index Oriented Vehicles is not available for accounts invested in the Aggressive Growth or Managed Fixed Income investment strategies. This election directs JPMPI to use Passively Managed Vehicles except when, in JPMPI’s judgment, active management is expected to closely reflect an underlying index and either (i) better reflects the overall characteristics of the underlying asset class or market segment, or (ii) is necessary to implement the client’s instructions. Clients who elect to have their accounts implemented using Index Oriented Vehicles must also elect to have their accounts implemented using non-J.P. Morgan Funds and unaffiliated Model Managers. When a client elects to implement his or her JPMCAP account using Index Oriented Vehicles, it may affect JPMPI’s ability to make investments, access asset classes, or take advantage of opportunities that are available to clients that do not make that election. As a result, performance of an account with an election will differ from the performance of other accounts without an election. Actively managed vehicles typically charge higher management fees than passively managed vehicles. JPMPI’s preference to follow an investment process that maintains the option of using a range of active and passive vehicles presents a conflict of interest because JPMPI has the option to include more actively managed vehicles in the portfolio, which could include J.P. Morgan Affiliated Funds and J.P. Morgan Model Managers, in which case J.P. Morgan would receive more overall fees (except with respect to the Six Circles Funds and any retirement accounts investing in J.P. Morgan Affiliated Funds and Model Managers). See “Use of J.P. Morgan Affiliated Funds and SMA Managers and Potential Conflicts of Interest” in Item 11.B below. Option to Use Model Managers When a client elects to use Model Managers, it may limit the ability to consistently apply the asset allocation of the models or take advantage of opportunities that are available to clients who do not use Model Managers. As a result, performance of an account with this election can differ from the performance of other accounts without this election. Option to Use non-J.P. Morgan Funds and Unaffiliated Model Managers As described in “Use of J.P. Morgan Affiliated Funds and SMA Managers and Potential Conflicts of Interest” in Item 11.B below, JPMPI prefers J.P. Morgan Affiliated Funds and affiliated Model Managers. However, clients may elect to exclude from their JPMCAP accounts J.P. Morgan Affiliated Funds and affiliated Model Managers (except for J.P. Morgan cash and liquidity products). When a client elects to exclude J.P. Morgan investment strategies, it can affect JPMPI’s ability to make investments, access asset classes, or take advantage of opportunities that are available to clients who do not make that election. As a result, performance of an account with an election to exclude J.P. Morgan investment strategies will likely differ from the performance of other accounts without an election.
II. CSP Overview

CSP is a discretionary unified managed account program managed and offered by JPMS. In CSP, client assets are invested in a manner consistent with one of the multi-asset class (Conservative, Moderate, Moderate Growth, Growth, Aggressive Growth and Fixed Income Focused) investment strategies made available by JPMS to clients. Assets within an investment strategy are generally invested in each asset class through one or more open-end Funds or SMA Managers.

Clients with at least $500,000 in their CSP accounts may elect to have assets within an investment strategy invested with a SMA Manager. Currently, JPMIM is the only SMA Manager, and no unaffiliated SMA Managers have been evaluated or selected for inclusion in CSP. However, Funds available through CSP include both J.P. Morgan Affiliated Funds and non-J.P. Morgan Funds. Currently, a portion of the assets in CSP are invested in J.P. Morgan Affiliated Funds. See “Use of J.P. Morgan Affiliated Funds and SMA Managers and Potential Conflicts of Interest” in Item 11.B below for more information.

CSP is generally closed to new accounts; however, existing CSP clients may add new assets, subject to the terms of the JPMS account minimums.

Description of Investment Strategies

The investment strategy for a particular client is based on the client’s discussion with JPMS and the client’s risk tolerance. The investment strategies available in CSP are Conservative, Moderate, Moderate Growth, Growth, Aggressive Growth and Fixed Income Focused. Below is a description of each CSP investment strategy. For the related risks of each CSP investment strategy, see Item 8 below. Conservative The Conservative investment strategy seeks to primarily preserve capital investments and generate income with a secondary goal to achieve moderate levels of capital growth. The investment strategy also aims to maintain below-moderate exposure to risk of capital loss in pursuit of this return objective. Consistent with these objectives, a majority of the investment strategy expects to be invested in assets that tend to have a history of lower capital returns and volatility such as fixed income. To achieve a return objective that includes capital growth, a larger percentage expects to be invested in historically more volatile securities such as equities, than an objective focused on capital preservation alone. Moderate

The Moderate investment strategy seeks to primarily achieve moderate levels of capital growth and income generation with a secondary goal of principal preservation. The investment strategy also aims to maintain moderate exposure to risk of capital loss in pursuit of this return objective. Consistent with these objectives, this investment strategy expects to invest in assets that tend to have a history of lower capital returns and volatility such as fixed income, and those with a more volatile history and upside return potential such as equities. Moderate Growth

The Moderate Growth investment strategy seeks to primarily achieve growth of capital investments and income generation. The investment strategy also aims to maintain moderate exposure to risk of capital loss in pursuit of this return objective. Consistent with these objectives, this investment strategy expects to invest in assets that tend to have a history of lower capital returns and volatility such as fixed income, and those with a more volatile history and upside return potential such as equities. Growth

The Growth investment strategy seeks to primarily achieve growth of capital investments. The investment strategy also aims to maintain above-moderate exposure to risk of capital loss in pursuit of this return objective. Consistent with these objectives, this investment strategy expects to invest predominantly in assets that tend to have a history of higher upside return potential and volatility such as equities, with a lower percentage invested in historically less volatile securities such as fixed income. Aggressive Growth

The Aggressive Growth investment strategy seeks to first and foremost achieve growth of capital investments. The investment strategy will maintain high exposure to risk of capital loss in pursuit of this return objective. Consistent with these objectives, this investment strategy expects to invest solely in equities, which tend to have a history of higher upside return potential and higher volatility. The investment strategy may also maintain exposure to cash or cash equivalents. Fixed Income Focused The Fixed Income Focused investment strategy seeks to preserve capital investments and generate income on an inflation adjusted basis. The Portfolio also aims to maintain low exposure to risk of capital loss in pursuit of this return objective. Consistent with these objectives, this Portfolio expects to invest predominantly in assets that tend to have a history of lower capital returns and volatility such as fixed income, with a lower percentage invested in historically more volatile securities such as equities. JPMS establishes investment objectives and policy, designates sub-adviser(s) when appropriate, and is responsible for oversight of the sub-adviser(s). JPMPI, as a sub-adviser, determines strategic and tactical allocation for the investment strategies and selects the Funds and SMA Managers available through CSP using its research. JPMS (not JPMPI) is responsible for determining whether an investment strategy is suitable for a particular client. JPMS prepares an investment policy statement for JPMPI that specifies investment guidelines, including those designed by JPMS to address operational and other considerations. These operational and other considerations, such as Fund concentration and capacity issues, may affect the timing of certain tactical trades, and may result in the timing or implementation of trades for a client’s account differing from that of another client or group of clients of JPMS or its affiliates.

An internal governance forum provides ongoing oversight of CSP to review compliance with strategy- specific guidelines and metrics.

Option to Use SMA Managers When a client elects to use SMA Managers, it may limit the ability to consistently apply the asset allocation of the models or take advantage of opportunities that are available to clients who do not use SMA Managers. As a result, performance of an account with this election can differ from the performance of other accounts without this election.
III. Advisory Program Overview
The Advisory Program provides JPMS clients with access to portfolio managers who provide discretionary investment management services in client separately managed accounts. Clients in the Advisory Program may invest in (i) Select Advisory Strategies managed by JPMPI, and (ii) PMP strategies managed by JPMIM or by unaffiliated portfolio managers. Based on information provided by the client, JPMS assists the client in selecting an investment strategy and a portfolio manager. JPMS (not JPMPI) is responsible for determining whether the Advisory Program, particular investment strategies, and particular portfolio managers are suitable for a particular client. JPMS requires clients to open a separate account for each investment strategy selected. In managing a Select Advisory Strategy, JPMPI will not consider any assets owned by the client outside of that particular Select Advisory Strategy, including any assets held in other Advisory Program accounts. Description of the Select Advisory Strategies

JPMS has included certain strategies managed by JPMPI in the Advisory Program; collectively these comprise the Select Advisory Strategies. JPMPI provides discretionary investment management services to those clients in the Advisory Program who select one or more Select Advisory Strategies. There are two types of Select Advisory Strategies: (1) single-manager strategies (the “Single-Manager Select Advisory Strategies”) for which JPMPI seeks to invest in individual securities, and (2) multi-manager strategies (the “Multi-Manager Select Advisory Strategies”) for which JPMPI seeks to invest in one or more Funds and/or in individual securities following one or more model portfolios provided by affiliated and/or unaffiliated Model Managers. JPMPI, as portfolio manager of the Select Advisory Strategies, is responsible for securities selection (including selecting Funds and Model Managers for investment by certain Multi-Manager Select Advisory Strategy accounts) and determining portfolio construction. Funds available in the Multi-Manager Select Advisory Strategies include both J.P. Morgan Affiliated Funds and non–J.P. Morgan Funds. In addition, unaffiliated and affiliated Model Managers may be evaluated and selected for Multi-Manager Select Advisory Strategy accounts. See “Use of J.P. Morgan Affiliated Funds and SMA Managers and Potential Conflicts of Interest” in Item 11.B below for more information on the use of J.P. Morgan Affiliated Funds and affiliated Model Managers in the Multi-Manager Select Advisory Strategies portfolios. The Select Advisory Strategies seek to address specific investment objectives, provide exposure to targeted asset classes, capture timely market opportunities, and/or address specific client objectives through actively managed portfolios. The portfolio manager(s) construct portfolios to implement investment views within the Select Advisory Strategy’s guidelines and consistent with its investment objectives. The portfolio manager(s) will seek to determine their initial and ongoing portfolio positioning at an asset class, sub-asset class, sector, or sub-sector level, in order to capture opportunities or limit risks while managing the portfolio within respective guidelines. The portfolio manager(s) identify specific securities and investment vehicles to use within a Select Advisory Strategy that reflect the portfolio manager’s investment view within the Select Advisory Strategy’s investment guidelines and portfolio objectives. In making investment decisions with respect to the Multi- Manager Select Advisory Strategies, the portfolio manager(s) are only permitted to use approved Funds and/or model portfolios provided by Model Managers. An internal governance forum provides ongoing oversight of the Select Advisory Strategies to review compliance with strategy-specific guidelines and metrics. The portfolio manager(s) may select individual securities and Funds, including Liquid Alternative Funds. See Item 8 below for more information about relevant risks of these investments.

Single-Manager Select Advisory Strategies The Single-Manager Select Advisory Strategies available in the Advisory Program include the following strategies:
• The Digital Evolution Strategy aims to achieve capital appreciation by investing in equity securities and depositary receipts of companies focusing on or benefiting from the development of technology related products, services and processes that enhance mobility and connectivity. The strategy expects to invest in companies across all market capitalizations with a preference toward medium and large capitalizations. The strategy seeks to deliver long-term total returns in excess of the benchmark (the S&P 500 Communication Services & Information Technology Index) over a full market cycle.
• The Focused Dividend Growth strategy seeks to allocate to concentrated equity investments (limited number of holdings) expected to produce current income and capital gains over a longer- term horizon.
• The Innovators Strategy seeks to deliver long term total returns by investing in companies that aim to effectively drive innovation by investing in research and development to generate higher growth and profitability. The strategy primarily invests in U.S. listed equity securities, including depository receipts, and real estate investment trusts. Multi-Manager Select Advisory Strategies The Multi-Manager Select Advisory Strategies available in the Advisory Program include the following strategies:
• The Absolute Return Fixed Income Strategy seeks a combination of income and capital appreciation by utilizing an absolute return investment style. The strategy will primarily invest in fixed income Funds and Liquid Alternative Funds; the strategy may also invest in preferred security Funds, cash and liquidity Funds. The strategy may invest in Funds with minimal sector or duration constraints to afford the portfolio maximum flexibility in terms of investments. The Absolute Return Fixed Income Strategy is generally closed to new accounts; however, existing clients may add new assets, subject to the terms of the JPMS account minimums.
• The Dynamic Multi-Asset Strategy seeks total returns, with a predominant focus on capital growth and income, and a secondary focus on principal preservation. The strategy is intended to maintain a moderate exposure to risk of capital loss, and will be managed with flexible asset allocation parameters. The strategy will involve some risk of loss of income and capital.
• The Dynamic Yield Strategy aims to generate yield and long-term capital appreciation by investing in multiple asset classes across global markets, with a preference toward fixed income. The strategy seeks lower sensitivity to U.S. interest rates than core fixed income, and volatility lower than U.S. equity markets, over a full market cycle.
• The Emerging Markets Growth and Income Strategy seeks to achieve capital appreciation by investing in multiple asset classes across a portfolio which aims to achieve emerging markets returns while balancing risk. The strategy attempts to offer lower volatility than pure emerging markets equity by investing across asset classes in emerging and developed markets equity, emerging markets fixed income and cash, as well as alternatives.
• The Global Opportunistic Equity Strategy seeks to allocate to a blend of Funds, individual securities, and cash that represent a concentrated, flexible, and dynamic tactical allocation across a collection of thematic ideas. The strategy will seek to outperform the MSCI All-Country World Index over a full market cycle while balancing risk across geographic regions, market capitalization, and industry sectors.
• The Sustainable Fixed Income Strategy1 seeks to achieve long-term capital appreciation by investing primarily in fixed income funds with the flexibility to invest across sectors, with a preference towards funds that integrate Environmental, Social, and Governance (“ESG”) factors into their investment process and/or focus on sustainable themes.
• The Sustainable Equity Strategy2 seeks to achieve long-term capital appreciation by investing primarily in equity funds with the flexibility to invest globally across sectors and capitalizations, with a preference towards funds that integrate ESG factors into their investment process and/or focus on sustainable themes. 1 The strategy has the ability to invest in U.S.-registered preferred security funds and U.S.-registered fixed income funds with global exposure and the strategy also has the ability to invest in non-ESG-designated funds. 2 The strategy has the ability to invest in U.S.-registered Real Estate Investment Trust funds and U.S.-registered infrastructure funds and the strategy also has the ability to invest in non-ESG-designated funds. Multi-Manager Select Advisory Strategies and Legacy Models/Strategies See “Legacy Models/Strategies” above for more information regarding the Legacy Models/Strategies. Option to Use non-J.P. Morgan Funds and Unaffiliated Model Managers As described in “Use of J.P. Morgan Affiliated Funds and SMA Managers and Potential Conflicts of Interest” in Item 11.B below, JPMPI prefers J.P. Morgan Affiliated Funds and affiliated Model Managers. However, clients may elect to exclude from their Dynamic Multi-Asset Strategy accounts J.P. Morgan Affiliated Funds and affiliated Model Managers (except for J.P. Morgan cash and liquidity products). Currently, this election is only available for the Dynamic Multi-Asset Strategy. When a client elects to exclude J.P. Morgan investment strategies, it can affect JPMPI’s ability to make investments, access asset classes, or take advantage of opportunities that are available to clients who do not make that election. As a result, performance of an account with an election to exclude J.P. Morgan investment strategies will likely differ from the performance of other accounts without an election. PMP Strategies Research

See “Fund and SMA Manager Research” in this Item 4 below for more information regarding PMP.
IV. STRATIS Overview
STRATIS offers clients the discretionary management services of third-party portfolio managers, including affiliated portfolio managers, and provides consulting services to clients.

Based on information provided by the client, JPMS assists the client in selecting an investment strategy and a portfolio manager. JPMS (not JPMPI) is responsible for determining whether STRATIS, particular investment strategies, and particular portfolio managers are suitable for a particular client. JPMS requires clients to open a separate account for each investment strategy selected. In managing a STRATIS strategy, JPMPI will not consider any assets owned by the client outside of that particular strategy, including any assets held in other STRATIS accounts. JPMPI acts as the discretionary portfolio manager for certain strategies in STRATIS, as described in more detail below. JPMPI is responsible for securities selection and determining portfolio construction. The portfolio manager(s) construct portfolios to implement investment views within the relevant guidelines and consistent with its investment objective. The portfolio manager(s) will seek to determine its initial and ongoing portfolio positioning at a sector, or sub-sector level, in order to capture opportunities or limit risks while managing the portfolio within respective guidelines. An internal governance forum provides ongoing oversight of the relevant STRATIS strategies to review compliance with strategy-specific guidelines and metrics. The STRATIS strategies managed by JPMPI include the following strategies:
• The Digital Evolution Strategy aims to achieve capital appreciation by investing in equity securities and depositary receipts of companies focusing on or benefiting from the development of technology related products, services and processes that enhance mobility and connectivity. The strategy expects to invest in companies across all market capitalizations with a preference toward medium and large capitalizations. The strategy seeks to deliver long-term total returns in excess of the benchmark (the S&P 500 Communication Services & Information Technology Index) over a full market cycle.
• The Focused Dividend Growth strategy seeks to allocate to concentrated equity investments (limited number of holdings) expected to produce current income and capital gains over a longer- term horizon.
• The Innovators Strategy seeks to deliver long term total returns by investing in companies that aim to effectively drive innovation by investing in research and development to generate higher growth and profitability. The strategy primarily invests in U.S. listed equity securities, including depository receipts, and real estate investment trusts.

For risks related to such strategies, please see Item 8 below.

V. C-BoS Overview

C-BoS provides JPMS clients with access to JPMPI portfolio managers who provide discretionary investment management services in client separately managed accounts. Clients in C-BoS may select the Customized Municipal Bond Portfolio (“C-MAP”) and Customized Taxable Bond Portfolio (“C-TAX”) strategies, which are limited to initial investments in certain fixed income securities, and the Customized Preferreds Portfolio (“C-PREP”) strategy, which is limited to initial investments in certain preferred securities and deferrable subordinated debt securities. Below are general descriptions of the advisory services for the C-BoS strategies.


• The C-MAP strategy seeks to earn an income stream that is largely or fully exempt from federal as well as certain state and local income taxes, while focusing on capital preservation. The portfolio manager generally takes a “buy and hold” approach (with the general intention to hold the bonds to maturity) while maintaining ongoing credit oversight. As a result, the bonds in the portfolio generally are not actively traded. The proceeds from maturing bonds are generally reinvested into new bond positions. Although C-MAP generally takes a “buy and hold” approach, a portfolio manager in its discretion can decide to sell a bond for any of the following reasons: the credit team determines that the bonds are no longer a desirable investment (a “credit call”), the portfolio manager restructures an account to better align with its guidelines, or the client requests a sale (e.g., to raise cash or recognize a taxable gain or loss, as applicable). Clients can customize the municipal bond portfolios by selecting a duration range, a minimum credit rating, and a state preference, if any, as well as additional customizations (see Item 4.C for more information).
• The C-TAX strategy includes customized taxable investment grade bonds with the option to also include high yield bonds that seek to generate income. The portfolio manager generally takes a “buy and hold” approach (with the general intention to hold the bonds to maturity) while maintaining ongoing credit oversight. As a result, the bonds in the portfolio generally are not actively traded. The proceeds from maturing bonds are generally reinvested into new bond positions. Although C-TAX generally takes a “buy and hold” approach, a portfolio manager in its discretion can decide to sell a bond for any of the following reasons: the credit team determines that the bonds are no longer a desirable investment (a “credit call”), the portfolio manager restructures an account to better align with its guidelines, or the client requests a sale (e.g., to raise cash or recognize a taxable gain or loss, as applicable). Clients can customize the taxable investment grade or taxable investment grade and high yield bond portfolios by selecting a duration range and minimum credit rating, as well as additional customizations (see Item 4.C for more information).


• The C-PREP strategy seeks primarily to generate income that is higher than traditional fixed income investments. The portfolio aims to maintain above-moderate exposure to risk of capital loss in pursuit of this return objective. Consistent with this objective, the portfolio expects to invest predominately in preferred securities and deferrable subordinated debt securities, which have a combination of fixed income and equity-like characteristics and associated risks. The portfolio can experience equity-like volatility, and the portfolio can be concentrated among a limited number of issuers and industry sectors and include securities that are below investment grade or unrated. The portfolio manager can take an active approach in trading securities in the portfolio and can, in its discretion, sell for a variety of tactical reasons. Clients can customize the portfolios by selecting from various options as to dividend or coupon type, tax treatment and industry sectors (see Item 4.C for more information). C-PREP is generally closed to new accounts; however, existing C-PREP clients may add new assets, subject to the terms of the JPMS account minimums.

Based on information provided by the client, JPMS assists the client in selecting an investment strategy within C-BoS. JPMS (not JPMPI) is responsible for determining whether C-BoS and particular investment strategies are suitable for a particular client.

JPMS requires clients to open a separate account for each investment strategy selected. In managing a C-BoS strategy, JPMPI will not consider any assets owned by the client outside of that particular strategy, including any assets held in other C-BoS accounts.

For related risks of the C-BoS strategy, please see Item 8 below.

Portfolio Management of the C-MAP, C-TAX and C-PREP Strategies Available Through C-BoS

JPMPI acts as the portfolio manager of three strategies in C-BoS: the C-MAP, C-TAX and C-PREP strategies. JPMPI provides discretionary investment management services to those clients in C-BoS who select the C-MAP, C-TAX or C-PREP strategies.

JPMPI, as portfolio manager of the C-MAP, C-TAX and C-PREP strategies available through C-BoS, is responsible for securities selection and portfolio construction. After JPMPI selects securities for the account, JPMPI will place orders with unaffiliated broker-dealers. In C-BoS, clients authorize and direct JPMPI to effect transactions for the account(s) directly with unaffiliated broker-dealers, subject to the portfolio manager’s duty to seek best execution. For these trades, clients will incur a mark-up, mark-down or spread charged by the other broker-dealer that is not covered by the advisory fee.
VI. MFAP Overview
MFAP is a mutual fund and ETF managed account program managed and offered by JPMS. JPMPI, as a sub-adviser, approves Funds, including Liquid Alternative Funds, eligible for investment through MFAP, defines target asset allocations, and provides asset allocation ranges for the asset allocation models (“MFAP Models”). JPMPI does not manage MFAP account assets on a discretionary basis. Instead, each client directs the investment of their MFAP account assets across each selected asset class into one or more Funds. Each MFAP Model consists of Funds in several asset classes. Depending on the MFAP Model selected, clients may choose one or more Funds in each asset class. Each asset class in an MFAP Model has a specified allocation range and the client designates the specific asset allocation percentage desired for each asset class. JPMS (not JPMPI) is responsible for determining whether an MFAP Model, the allowable ranges in each MFAP Model, and the individual Funds in MFAP are suitable for each client. Clients of MFAP should review the applicable prospectuses for Funds for additional information.

Funds available through MFAP include both J.P. Morgan Affiliated Funds and non-J.P. Morgan Funds.
VII. Fund and SMA Manager Research
JPMPI’s manager solutions team provides two types of research on Funds and SMA Managers.

The first type, the “Qualitative Research Process”, is used by the following programs: JPMCAP, CSP, Advisory Program - Multi-Manager Select Advisory Strategies, MFAP, PMP, DFI and SMA Managers available in STRATIS (except JPMPI). In the Qualitative Research Process, the manager solutions team conducts a qualitative analysis of Funds and SMA Managers on an ongoing basis. The team reviews the portfolio manager’s organization, investment process, investment philosophy and performance. The Qualitative Research Process is described in more detail below in Item 8, “JPMCAP and CSP – Discretionary Investment Process”.

The second type, the “Systematic Research Process”, is used by certain other J.P. Morgan Securities advisory programs. In the Systematic Research Process, the manager solutions team uses an internally developed quantitative screening process to evaluate Funds and SMA Managers on an ongoing basis. This evaluation reviews the portfolio manager’s organization, investment process, investment philosophy and performance using only quantitative criteria.

Funds and SMA Managers may be removed from (or no longer be eligible for purchase in) the applicable J.P. Morgan advisory programs if they do not continue to meet these criteria. Funds and SMA Managers subject to the Systematic Research Process may also go through the Qualitative Research Process. To the extent that Fund and SMA Managers are reviewed through both processes, the results of the Qualitative Research Process will override the results of the Systematic Research Process. For example, if a Fund or SMA Manager does not meet the required quantitative criteria of the Systematic Research Process, the manager solutions team may alternatively review and approve it using the Qualitative Research Process, and the Fund or SMA Manager would then be available in the programs relying on the Systematic Research Process; also, if a Fund or SMA Manager is terminated under the Qualitative Research Process, it will also be terminated in programs relying on the Systematic Research Process. C. Availability of Customized Services for Clients Clients can place reasonable restrictions on the purchase of certain securities for their accounts, subject to JPMPI’s acceptance for the Programs (except for MFAP) client accounts. For the Advisory Program¸ JPMPI is only responsible for implementing client-imposed restrictions in the Select Advisory Strategies, not in any PMP strategies. JPMPI can reject restrictions on client accounts over which its acceptance of such client restrictions is required if it deems the restriction to be unreasonable. Any restrictions on the management of a client account will likely cause the account to perform differently than the account would perform without the restrictions. For client accounts that can hold Funds, clients cannot prohibit or restrict JPMPI from investing in specific securities or types of securities that are held within any Fund. C-BoS - Availability of Customized Services for Clients In C-BoS, all accounts are customized to the individual client’s investment objectives. The types of restrictions available to clients can vary depending on whether the client participates in C-BoS through the Chase Investments or J.P. Morgan Securities business of JPMS. In C-MAP, clients have the ability to select a duration range, a minimum credit rating and a state preference, if any. In addition, for C-MAP accounts, clients also have the ability to restrict the portfolio managers from purchasing bonds from one individual state. In C-TAX, clients have the ability to select a duration range and a minimum credit rating. The credit rating parameters that each client selects for a particular C-MAP or C-TAX account only apply at the time the portfolio manager initially purchases a particular bond for that account. The portfolio manager in its discretion may or may not liquidate such investments upon a credit rating downgrade. As a result, a C-MAP or C-TAX account may hold bonds to maturity despite a credit rating below the client- selected parameter. In C-PREP, clients have the ability to select from various options with respect to dividend or coupon type, tax treatment and industry sectors. Collectively, all of the customizations are considered to be a “Customized Portfolio”. During the course of the portfolio management of a client account, a client may change its Customized Portfolio within a C-MAP or C-TAX account. Clients may decide whether (i) to presently restructure the entire C-MAP or C-TAX account based on the parameters of the new Customized Portfolio (including a sale of any current bonds in the account that do not meet the requirements of the new Customized Portfolio) or (ii) to purchase bonds that meet the requirements of the new Customized Portfolio only as existing bonds mature in the C-MAP or C-TAX account. If the client does not elect for (i) or (ii) as previously described, the portfolio manager will apply option (ii) as a default. Immediately restructuring the entire account to the new Customized Portfolio can result in taxable events upon the sale of positions. Clients should consult with their own tax adviser to understand any such consequences. However, if the client does not choose option (i) to presently restructure the C-MAP or C-TAX account, the client portfolio may hold positions that are not in line with the parameters of the new Customized Portfolio. During the course of the portfolio management of a client account, a client may change its Customized Portfolio within a C-PREP account. For a C-PREP account, clients can only presently restructure an entire C-PREP account based on the parameters of the new Customized Portfolio (including a sale of any current securities in the account that do not meet the requirements of the new Customized Portfolio subject to market liquidity and other market conditions). Immediately restructuring the entire account to the new Customized Portfolio can result in taxable events upon the sale of positions. Clients should consult with their own tax adviser to understand any such consequences. D. Wrap Fee Programs Clients pay an annual asset-based fee for the wrap fee programs sponsored by JPMS that cover investment management, execution, custody and reporting services. JPMS pays JPMPI a portion of the fee for investment advisory and portfolio management services based on assets of clients invested in the applicable JPMPI strategy or program. JPMS has primary responsibility for client communications and services; arranging for payment of JPMPI’s advisory fees on behalf of the client; monitoring and evaluating JPMPI’s investment advisory services; executing the client’s account transactions; and providing for custodial services for the client’s assets in exchange for a fee paid by the client. See Item 5 for more information of other fees. For C-BoS, clients will also incur costs for trading away (see “C-BoS and Fixed Income SMA Managers - Trading Away and Associated Costs” in Item 5.C for more information). JPMPI is responsible for making investment decisions regarding the selection of investments and the total amount of securities bought and sold for accounts, and can do so without consultation with clients. Clients generally authorize JPMS and JPMPI to effect transactions, subject to the duty to seek best execution. JPMS will ordinarily provide clearing, settlement, and custodial services with respect to transactions and assets in accounts. The same JPMPI portfolio managers who manage JPMS accounts also manage other accounts for JPMCB which have the same or substantially similar investment objectives and follow the same or similar strategies to those of JPMS accounts (“JPMCB Accounts”). JPMS accounts may not be handled identically to JPMCB Accounts. For certain Programs (as an example C-BoS), the program fee for clients is different than the program fee for JPMCB Accounts. Individual JPMCB Accounts generally have more assets than individual JPMS accounts. Therefore, JPMCB receives more gross compensation with respect to JPMCB Accounts than JPMS and JPMPI receive from JPMS accounts. The portfolio managers have a potential conflict of interest by having an incentive to favor these JPMCB Accounts when, for example, determining time spent managing such accounts, placing securities transactions or when allocating securities to clients. In addition, for C-BoS, JPMCB does not charge fees to JPMCB Accounts on uninvested cash; however, JPMS charges fees to JPMS accounts based upon the market value of all assets held in a JPMS account (including cash and cash alternatives) (see Item 5.B). JPMPI has policies and procedures designed to ensure that all client accounts are treated fairly (see Item 12.B).

See Items 10 and 11 for more information on material conflicts of interest relating to JPMPI’s advisory services. Information Regarding Retirement Accounts

Retirement accounts can be restricted from investing in Funds that have a certain relationship with J.P. Morgan. As a result, performance of retirement accounts would differ from non-retirement accounts.

E. Assets Under Management As of December 31, 2018, JPMPI had regulatory assets under management of approximately: (i) $41,179,565,798 in JPMCAP on a discretionary basis, (ii) $36,802,023,315 in CSP on a discretionary basis, (iii) $11,718,987,525 in the Select Advisory Strategies on a discretionary basis, (iv) $58,919,234 in STRATIS on a discretionary basis, (v) $1,975,581,389 in C-BoS on a discretionary basis, and (vi) $31,780,999 in MFAP on a discretionary basis and $23,662,741,079 in MFAP on a non-discretionary basis. Outside of the Programs listed in this Brochure, as of December 31, 2018, JPMPI had additional regulatory assets under management of approximately $19,405,585,463 on a discretionary basis. Thus, as of December 31, 2018, the total amount of regulatory assets under management by JPMPI on a discretionary basis is approximately $111,172,443,723 and $23,662,741,079 on a non-discretionary basis. please register to get more info

Open Brochure from SEC website
Assets
Pooled Investment Vehicles $9,612,279,549
Discretionary $141,822,704,044
Non-Discretionary $31,687,551,414
Registered Web Sites

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