A. General Description of Advisory Firm
This Brochure relates to the investment advisory services offered by JPMorgan Funds Limited (“JPMFL” or the “Adviser”). JPMFL is registered with the Securities and Exchange Commission (“SEC”) as an investment adviser pursuant to the Investment Advisers Act of 1940, as amended (the “Advisers Act”). JPMFL is also authorized and regulated as a UCITS Manager and Alternative Investment Fund Manager (“AIFM”) with the Financial Conduct Authority of the United Kingdom. JPMFL, together with J.P. Morgan Investment Management Inc., Bear Stearns Asset Management Inc., Highbridge Capital Management, LLC, J.P. Morgan Alternative Asset Management, Inc., JF International Management Inc., JPMorgan Asset Management (UK) Limited, Security Capital Research & Management Inc., each an SEC registered investment adviser, various affiliated foreign investment advisers and the asset management division of JPMorgan Chase Bank, N.A.
comprise the Asset Management ("AM")business of J.P. Morgan Asset & Wealth Management ("JPMAWM").
J.P. Morgan Asset Management ("JPMAM") is the marketing name for the AM businesses of JPMorgan Chase & Co. and its affiliates worldwide (“JPMC”). JPMorgan Chase & Co. is a publicly traded global financial services firm.
JPMFL is wholly-owned by JPMorgan Asset Management Marketing Limited, which is a subsidiary of JPMC.
JPMFL was incorporated on November 27, 1936 under the laws of Scotland.

B. Description of Advisory Services
JPMFL is a management company for certain JPMorgan Affiliated Funds operating under the requirements of the European Directive for Undertakings for Collective Investment in Transferable Securities (“UCITS”) and for non-UCITS schemes under the Alternative Investment Fund Managers Directive ("AIFMD”). While responsible for discretionary management of these funds, JPMFL delegates portfolio management to other entities within JPMAM except for the management of a private credit fund.
The funds for which JPMFL acts as management company ("JPMFL Funds") provide a broad range of investment strategies to meet the diverse requirements of their investors' investment needs.
Below is a brief description of the investment strategies and solutions offered by JPMFL and/or JPMAM entities to which JPMFL has delegated the portfolio management. Major asset classes supported include: equity, global fixed income, currency & commodities, global liquidity, index-oriented or beta and alternatives including absolute return & opportunistic fixed income, real estate, infrastructure, transportation, private equity and private credit.
Global Equities ("Equity" or "Equities") Investment Strategies The following are some of the significant Equity strategies:
•U.S. Equity, including Core, Value, Growth, Small Cap and Behavioral Finance
•International Equity, including Global Real Estate Investment Trusts ("REITs"), International Behavioral Finance, Research Driven Process and Global Specialist
•Emerging Markets Equity, including Core, Growth, Income, Balanced, Small Cap and Mid Cap
•Asia Pacific ("APAC") Equity, including APAC Regional, the Association of Southeast Asian Nations ("ASEAN"), Greater China, India and Japan Global Fixed Income, Currency & Commodities (“GFICC”) Investment Strategies. The following are some of the significant Fixed Income strategies:
•U.S. Broad Markets, including Core, Core Plus, Short Duration, Government, Mortgages, Inflation Linked and Intermediate
•Global Broad Markets, including Global Credit, Global Aggregate and Global Rates
•High Yield, including Broad, U.S., Global, Upper Tier, Distressed Debt and Loans
•Emerging Market Debt, including Sovereign, Local Currency, Corporate Debt and Blended
•Municipals
•Specialty, including Unconstrained, Commodities and Currency Global Liquidity ("Global Liquidity") Investment Strategies. The following are the relevant Global Liquidity strategies:
•Liquidity
•Managed Reserves Multi-Asset Solutions (“MAS”) Investment Strategies. The following are the relevant MAS strategies:
•Target Date
•Income
•Global Allocation
•Global Tactical Asset Allocation ("GTAA") & Balanced
•Total Return
•Liability-Driven Investing
•Advisory Portfolio Solutions
•Macro Thematic
•Convertibles Beta ("Beta") Investment Strategies. The Adviser manages the following types of Beta strategies:
•Market Cap Weighted Equity
•Market Cap Weighted Fixed Income
•Strategic Beta Equity
•Strategic Beta Fixed Income
•Thematic
•Alternative Beta Alternative Investment Strategies. The following are the relevant Alternative strategies:
•Absolute Return & Opportunistic Fixed Income
•Global Real Estate, including real estate investments in (i) core, core plus, value add and opportunistic real estate located in United States, Europe and Asia,(ii) REITs, and (iii) mezzanine debt and similar instruments.

•Global Infrastructure, including equity and debt in the Organization for Economic Cooperation and Development ("OECD").

•Global Transportation, including (i) opportunistic maritime investments, and (ii) core and core plus transportation (maritime, energy logistics, aircraft, railcar, heavy equipment, vehicle fleet and related sectors of the global transport universe) investments.

•Private Equity, including (i) direct investments in corporate finance, venture capital and growth portfolio companies, (ii) primary commitments to third-party managed private equity funds and (iii) secondary purchases of commitments to third-party managed funds.

•Private Credit JPMorgan Funds LimitedForm ADV | March 31, 2019 6
C. Availability of Customized Services for Individual Clients
JPMFL does not provide customized services for individual clients. It manages collective investment funds in accordance with the investment mandate and restrictions imposed by the funds. Investment objectives, guidelines and any investment restrictions generally are not tailored to the needs of individual investors in those vehicles, but rather are described in the prospectus or other relevant offering document for the vehicle.
Customized services are not available to investors in those funds except in the case of certain alternative funds where the investor may agree to certain terms in a side letter to the main subscription agreement.

D. Wrap Fee Programs
JPMFL does not act as an investment adviser to wrap fee programs.

E. Assets Under Management
JPMFL delegates the portfolio management of almost all of its client funds to its JPMAM Affiliates, mainly JPMorgan Asset Management (UK) Limited (“JPMAM(UK)”), and J.P. Morgan Investment Management Inc.
("JPMIM"), both of which are SEC registered investment advisers. JPMFL itself manages the Lynstone Special Situations Fund which is a private credit fund managed by JPMFL's Global Special Situations ("GSS") team. Assets under management reported in JPMFL’s Form ADV include all assets for which it has discretionary responsibility, whether the portfolio management has been delegated or not, and are $30,153 million.
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A. Advisory Fees and Compensation
With respect to funds managed by the Adviser, the applicable fees and expenses are set forth in the relevant prospectus, offering or governing documents, or in certain cases, in a separate fee agreements between the Adviser and fund’s investors.
The Adviser's fees vary significantly depending on the type of fund and investment strategy, and with respect to private funds, are generally subject to negotiation. The private funds managed by the Adviser typically utilize an asset-based fee ranging from 0% to 2% annually. For private funds that include performance-based compensation or carried interest, fees typically range from 5% to 20% of the appreciation of the account’s or fund’s assets or performance relative to a specified benchmark. The nature of the asset-based fee varies.
For example, it may be based on capital committed to the fund or capital committed to underlying investments, or such fee may be payable out of fund profits and/or may vary within a fund based on the fund’s investment stages. The performance-based compensation or carried interest also varies across the private funds and may vary within funds in relation to types of investments or certain clients. In addition, certain private funds offer a preferred return threshold prior to which no carried interest is paid to the Adviser. The preferred return threshold similarly varies across funds and/or clients.
In certain cases, investors may pay fees outside the fund. Such fees are based on a separate fee agreement between the Adviser and/or its Affiliates and the applicable investor. Investors should refer to the offering documents of the relevant private fund or applicable fee agreement for further information with respect to fees.
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B. Payment of Fees
A description of the calculation and payment of fees payable to the JPMFL and its Affiliates is set forth in the applicable prospectus, offering or governing document or fee agreement for the relevant fund. Clients should refer to such documents for further information with respect to fees.

C. Additional Fees and Expenses
In addition to the advisory fees described above, JPMFL Funds may incur other fees and expenses.
Transaction Charges JPMFL Funds are subject to brokerage commissions, taxes, charges and other costs related to the purchase and sale of securities. See Item 12, Brokerage Practices for additional information regarding the Adviser’s brokerage practices.
Custody and Other Fees JPMFL Funds establish custody accounts under a separate agreement with a depositary, and the fund will incur a separate custody fee for the depositary’s services. The depositary may be an Affiliate of JPMFL. If a fund’s account is invested in mutual funds or other pooled investment vehicle, including private funds, the fund’s account will bear its pro-rata share of the expenses of the fund, including custody fees.
Common Types of Expenses Related to Alternative Investment Strategies JPMFL Funds investing in alternative investment strategies may either directly or through allocations by the Adviser or its Affiliates to such strategies, bear the following expenses: (i)All organizational and offering expenses; (ii)All third-party costs, fees or expenses incurred in connection with the performance of all due diligence investigations in relation to the acquisition, ownership, management, repositioning, development, redevelopment, capital expenditure in relation to, or realization of, any investment (including any dead deal costs); (iii)The third-party costs, fees or expenses incurred in connection with the negotiating, structuring, financing and documenting of the acquisition, ownership and realization of any investment, including pursuing joint venture partners, forming joint ventures, co-investments and syndicating investments (including dead deal costs), any investment-related costs, fees or expenses and brokerage, underwriting or similar commissions incurred in relation to any investment (including dead deal costs); (iv)Any other third-party costs, fees or expenses incurred in connection with the acquisition, ownership, management, repositioning, development, redevelopment or capital expenditure in relation to, or realization of, any investments (including dead deal costs); (v)The third-party costs, fees and expenses required to be paid in connection with any credit facility to be obtained or assumed in connection with any fund entity or investment, including the legal fees and expenses of lenders’ legal counsel, the fees and expenses of the fund's legal counsel, brokers’ fees, lenders’ assumption or transfer fees and required reserves (including dead deal costs); (vi)Transfer taxes, title premiums, environmental insurance premiums, underwriters' commissions and other closing costs and expenses payable or incurred in connection with the acquisition, ownership and realization of any investment; (vii)The costs, fees and expenses associated with the formation of any joint venture, co-investment or any syndication in relation to any investment; (viii)The costs, fees and expenses, including any interest expenses, incurred in respect of any credit facility, including any subscription line credit facility; (ix)The costs, fees and expenses and any taxation associated with re-balancing the interests of the fund in another fund entity where it is issuing or repurchasing interests of an investor; (x)The costs, fees and expenses of all brokers, managers, architects, accountants, tax advisers, administrators, lawyers, investment bankers, consultants, underwriters, auditors, appraisers, valuers, valuation advisers, calculation agents and other professional advisers or experts who are engaged in relation to the operation of the fund or any investment; (xi)All costs, fees and expenses associated with the preparation and filing of any combined or composite financial or tax return on behalf of the investors; (xii)The costs, fees and expenses of any independent fiduciary and meetings thereof; (xiii)The costs and expenses of the investment advisory committee and any meetings thereof and other meetings of investors and the reasonable travel, lodging, dining and other expenses incurred by attending investment advisory committee meetings in person; (xiv)The costs, fees or expenses incurred in connection with making any filings with any governmental or regulatory authority (including any filings made on behalf of one or more investors), or with listing any investment or fund entity on any exchange; (xv)The costs, fees or expenses incurred in threatening, making, defending, investigating or settling any claim, counterclaim, demand, action, suit or proceedings of any kind or nature (including legal and accounting fees and expenses, costs of investigation incurred in making, defending or settling any of the same); (xvi)Insurance premiums (excluding any premiums for director and officer insurance and professional indemnity insurance in respect of any director, officer or employee of the Adviser or any of its Affiliates in relation to such a person acting as a director, officer or employee of any fund entity in relation to, or in connection with, the fund or any investment), claims and expenses, including the advancement thereof, and legal fees, disbursements and governmental fees and charges associated therewith; (xvii)Claims and expenses incurred by any indemnified party (including the Adviser, its affiliates and their respective employees), including in connection with any untrue representation or warranty contained in any document relating to any investment and any offering document for any debt or equity issuance or other borrowing (except in certain enumerated circumstances); (xviii)The costs, fees and expenses relating to marketing the fund to potential investors, including the costs, fees and expenses associated with registering the fund for marketing in certain jurisdictions, any translations of the fund prospectus and constituent documents and any side letters with investors; (xix)The costs, fees and expenses relating to the establishment, operation, re-organization, termination, dissolution and/or liquidation of any fund entity, except to the extent that the constituent documents for any such entity provide to the contrary that any such costs, fees and expenses are to be borne by the investors in such entity; (xx)The amount of any value-added tax paid by the Adviser or its Affiliates in relation to a fund entity, in relation to, or in connection with, the business of the fund including (for the avoidance of doubt) any value-added tax in connection with all costs, fees or expenses related to the fund's operations; (xxi)Any statutory or regulatory fees, if any, levied against or in respect of any fund entity, together with the costs incurred in preparing any such submission required by any tax, statutory or regulatory authority or agency; (xxii)Any taxation, fees or other governmental charges levied against any fund entity and all expenses incurred in connection with any tax or regulatory audit, investigation, settlement or review of any fund entity; (xxiii)The costs, fees and expenses relating to the establishment and operation of the general partner or any person in an analogous position in respect of any fund entity; (xxiv)The costs, fees and expenses incurred by each unaffiliated board (if any) including the reasonable travel, lodging, dining and other expenses for attending the annual, quarterly and other meetings thereof in person and the director fees of such directors; (xxv)The costs, fees and expenses associated with any independent valuation adviser, the auditors and professional appraisers or other advisers in the preparation of the annual audit of the fund, the valuation of its assets and other persons associated with the preparation, printing and communication of valuations and reports to investors and any financial statements or tax returns for the fund or its investors; (xxvi)The costs, fees and expenses of the administrator, the custodian, the depositary or any other fund service providers who are engaged in respect of the operation of the fund (including Affiliates of the Adviser who provide such services); (xxvii)The costs, fees and expenses associated with research into furtherance of, and with direct applicability to, the fund's investment activities (including engaging consultants and other activities that promote deal pipeline development); (xxviii) Reasonable out-of-pocket travel, lodging and similar expenses incurred by the Adviser, or any other JPMC entity or their respective directors, officers or employees arising from the acquisition, ownership, operation or disposal of any investment (in the case of a proposed Investment, whether or not actually acquired, or in the case of an existing investment, whether or not actually disposed of) or other operation of the fund; (xxix)Costs, fees and expenses incurred in connection with conversion from one currency into another and any hedging or currency transactions, including such transactions hedging any foreign exchange or other risks associated with any investments or any fund entity; (xxx)Any overhead costs, fees and expenses and salaries and benefits in connection with maintaining an office and/or directors, officers or employees of any fund entity (excluding, for the avoidance of doubt, any directors, officers or employees of JPMC) in a particular jurisdiction, where such office is being maintained or such persons are located in such jurisdiction specifically for the benefit of the fund; and (xxxi)Any costs, fees and expenses incurred to alter or modify the structure of the fund (including in order to comply with any anticipated or applicable regulation or law or to enable the fund to operate in a more efficient manner), provided that, for the avoidance of doubt, the foregoing examples will not be taken to be inclusive of all costs, fees and expenses which will be fund expenses.
The foregoing examples of expenses related to alternative investment strategies is not exhaustive and should not be taken to be inclusive of all costs, fees and expenses associated with such strategies or viewed as exclusive to such strategies. Certain examples relate to traditional strategies as well.
For details on private fund expenses of the private funds advised by an Adviser, please refer to the offering documents for the funds.
Expense Allocation Expenses frequently will be incurred by multiple client accounts and funds managed by the relevant JPMAM entity. JPMAM allocates aggregate costs among the applicable client accounts (and, in certain cases, among JPMAM and applicable client accounts and funds) in accordance with allocation policies and procedures, which are reasonably designed to allocate expenses in a fair and reasonable manner over time among such advisory clients. However, expense allocation decisions can involve potential conflicts of interest (e.g., an incentive to favor advisory clients or funds that pay higher incentive fees or conflicts relating to different expense arrangements with certain advisory clients). Under its current expense allocation policies, JPMAM generally allocates the expense among the client accounts and funds on a pro rata basis based on assets under management. However, JPMAM will in certain cases bear the allocable share, or a portion thereof, of expenses for particular clients and funds and not for others, as agreed with such clients or funds or as determined in its sole discretion, which will lead to a lower expense ratio for certain clients and funds. JPMAM may also allocate a portion of any expense to itself where a product or service is shared between the Adviser and its Affiliates on the one hand and JPMAM's client accounts and funds on the other. In these and other circumstances, JPMAM may deviate from pro rata allocation if it deems another method more appropriate based on the relative use of, or benefit from, a product or service, or other relevant factors. Nonetheless, the portion of a common expense that JPMAM allocates to a client account or fund for a particular product or service may not reflect the relative benefit derived by the relevant client account or fund in each instance.
In addition, the fee rates and expenses applicable to the alternative strategies’ advisory services, and potential conflicts related thereto are generally governed by expense policies and procedures, which have been established by the Adviser for such strategies.
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D. Prepayment of Fees
The Adviser charges advisory fees in arrears; such fees are not paid in advance.

E. Additional Compensation and Conflicts of Interest
The relevant JPMAM entity acting a portfolio manager for JPMFL Funds may be entitled to receive director, advisory board, monitoring, break up, commitment and other similar fees payable in respect of investments made or proposed to be made by pooled investment vehicles and other advisory clients. Such fee income received by the relevant JPMAM entity will be used to reduce (but not below zero) the portfolio management fee payable to that entity. However, as part of their regular business activities, JPMC from time to time may provide services to the funds managed by the Adviser, or services, advice or financing to companies or pooled investment vehicles in which funds managed by the Adviser invest. Subject to legal or regulatory limitations, JPMC will receive customary fees and other compensation for such services, advice or financing, and such amounts will not be shared with the funds managed by the Adviser or used to offset the Adviser’s management fees.

Investment in Affiliated Funds
If a JPMFL Fund is directly invested in another mutual fund, exchange traded fund (“ETF”), collective investment trust, or other pooled investment vehicle managed by JPMFL or its affiliates (collectively, "JPMorgan Affiliated Funds"), the Adviser generally does not receive advisory fees from both the JPMFL Fund and the JPMorgan Affiliated Fund in which the JPMFL Fund is invested. Typically, the Adviser does not charge an account level advisory fee for the assets of the JPMFL Fund invested in JPMorgan Affiliated Funds. Where permitted by applicable law, JPMFL Funds that are invested in JPMorgan Affiliated Funds will also incur their pro rata portion of other fees and expenses charged at the JPMorgan Affiliated Fund level, e.g., custodian fees, transfer agency fees and director fees. Because the Adviser and its Affiliates provide services to and receive fees from the JPMFL Funds, the investments in underlying JPMorgan Affiliated Funds benefit the Adviser and/or its Affiliates. In addition, JPMFL Funds may hold a significant percentage of the shares of an underlying JPMorgan Affiliated Fund resulting in a potential conflict of interest. Depending on the type of fee arrangement with a fund, when managing multi-asset strategies, the Adviser or the relevant JPMAM entity providing portfolio management services to the fund could face a conflict of interest in allocating fund assets among the various investment strategies. For example, if a fund pays a fixed account level advisory fee, then the JPMAM entity faces a conflict of interest when allocating the fund's assets because it may have an incentive to allocate to investment strategies that are more cost efficient for JPMAM.
In addition, the Adviser or the relevant JPMAM entity providing portfolio management services to the fund faces a conflict of interest when allocating fund assets between JPMorgan Affiliated Funds and investment funds managed by advisers who are not affiliated with JPMAM (“Unaffiliated Funds”). For example, in circumstances where the Adviser pays the advisory fees charged by the Unaffiliated Funds out of the account or fund level advisory fees it receives, the Adviser has an incentive to invest in a JPMorgan Affiliated Funds in order to avoid or reduce the expenses related to the investments in Unaffiliated Funds. The Adviser has policies and procedures reasonably designed to appropriately identify, and manage the conflicts of interest described above. Please refer to the relevant offering document for the fund for additional information and disclosure related to fees and potential conflicts of interest. For additional information regarding the investments in JPMorgan Affiliated Funds, please see Item 11.B - Participation or Interest in Client Transactions and Other Conflicts of Interest - Conflicts Relating to the Adviser’s Recommendations or Allocation of Client Assets to JPMorgan Affiliated Funds.
The Adviser has been appointed as a distributor, in the United Kingdom only, of the funds of its affiliate JPMorgan Asset Management (Europe) Sarl. It receives an asset-based fee for this activity. This practice presents a conflict of interest in that it may give the Adviser an incentive to recommend these funds because of the compensation received. Where the Adviser recommends such funds, it does so having regard to the suitability of the fund for the investor and in accordance with the Adviser's conflicts of interest policy as described above. Investors may purchase these funds through agents that are not affiliated with the Adviser.
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A. Performance-Based Fees
JPMFL Funds pay various types of fees for investment services provided by JPMFL. For example, fees may be determined on a fixed rate, sliding scale or incentive basis. Most accounts are charged fees based on a percentage of assets under management. Certain accounts are charged an incentive or performance- based fee or carried interest together with, or in lieu of, an asset-based fee. Generally, performance-based fees are calculated on the appreciation of a fund’s assets or performance relative to a specified benchmark.

B. Side-by-Side Management and Potential Conflicts of Interest
Certain JPMAM portfolio managers to whom JPMFL has delegated the portfolio management of its funds simultaneously manage accounts that are charged performance-based fees and accounts that are charged asset-based fees. Frequently, the portfolio managers of these accounts utilize substantially similar investment strategies and invest in substantially similar assets for both account types. This portfolio management relationship is often referred to as side-by-side management. Accounts that pay performance-based fees reward the relevant JPMAM portfolio manager based on the performance in those accounts. As a result, performance-based fee arrangements are likely to provide a heightened incentive for portfolio managers to make investments that present a greater potential for return but also a greater risk of loss and that may be more speculative than if only asset-based fees were applied. On the other hand, compared to a performance- based fee account, the relevant JPMAM portfolio manager is likely to have an interest in engaging in relatively safer investments when managing accounts that pay asset-based fees. The side-by-side management of accounts that pay performance-based fees and accounts that only pay an asset-based fee creates a conflict of interest because there is an inherent incentive for the portfolio manager to favor accounts with the potential to receive greater fees. For example, a portfolio manager will be faced with a conflict of interest when allocating scarce investment opportunities given the possibility of greater fees from accounts that pay performance-based fees as opposed to accounts that do not pay performance-based fees. Areas in which scarce investment opportunities may exist include local and emerging markets, high yield securities, fixed income securities, regulated industries, real estate assets, primary investments in alternative investment funds, direct or indirect investments in and co-investments alongside alternative investment funds and new issue securities.
To address these types of conflicts, JPMAM has adopted policies and procedures pursuant to which investment opportunities will be allocated among similarly situated clients in a manner that JPMAM believes is fair and equitable over time. For a detailed discussion of how JPMAM addresses allocation conflicts, please see Item 11.B: Conflicts of Interest Created by Contemporaneous Trading.
To further manage these potential conflicts of interest, the Adviser monitors accounts within the same strategy in an effort to ensure performance is consistent across accounts. For additional information regarding the Adviser’s review process please see Item 13.A, Review of Accounts.
JPMorgan Funds LimitedForm ADV | March 31, 2019 12 please register to get more info

Type of Clients JPMFL is a fund management company. Its UK authorization is restricted to managing UCITS and non- UCITS funds. JPMFL manages UCITS funds and Non-UCITS Retail Schemes, as well as closed end, publicly traded investment trust companies, real estate and infrastructure funds, and a Luxembourg private credit fund.
Account Requirements For certain types of 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 “1940 Act”), and a “qualified eligible person” under Rule 4.7 of the Commodity Exchange Act.
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Methods of Analysis, Investment Strategies and Risk of Loss
A. Methods of Analysis and Investment Strategies
The Adviser and the JPMAM entities to whom it delegates the portfolio management utilize different methods of analysis that are tailored for each of the investment strategies they offer to investors in the JPMFL Funds.
References to the "Adviser" in this Item 8 refer to the Adviser or the relevant JPMAM entities to whom it has delegated the portfolio management of certain JPMFL Funds.
Set forth below are the primary methods of analysis and investment strategies that the Adviser utilizes in managing assets of the JPMFL Funds.
This Item 8 includes a discussion of the primary risks associated with these investment strategies. However, it is impossible to identify all the risks associated with investing and the particular risks applicable to a client account will depend on the nature of the account, its investment strategy or strategies and the types of securities held. While the Adviser seeks to manage accounts so that risks are appropriate to the strategy, it is often impossible or not desirable to fully mitigate risks. Any investment includes the risk of loss, and there can be no guarantee that a particular level of return will be achieved. Clients should understand that they could lose some or all of their investment and should be prepared to bear the risk of such potential losses. Clients should carefully read all applicable informational materials and offering or governing documents prior to retaining the Adviser to manage an account or investing in any JPMorgan Affiliated Funds.
See Item 8.B. Material, Significant or Unusual Risks Relating to Investment Strategies for additional information regarding investment risks.

Global Equities
Methods of Analysis. When investing in equity securities, the Adviser's primary method of analysis is research oriented. As part of this fundamental research process, the Adviser typically relies on:
•Research analysts whose primary focus is to research and analyze industries and companies.

•Portfolio managers who utilize the research provided by analysts and their own investment insights to buy and sell equity securities and construct portfolios.

•Stock screening procedures, using a database of equity securities that tracks historical earnings, forecasted earnings and earnings growth rates, free cash flow, and stock price history.
The Adviser seeks to employ a disciplined approach to stock selection. Research analysts study industry trends, competitive dynamics, quality of business franchises, financial statements, valuation, quality, and the depth of management in determining whether a security represents an attractive investment. Analysts may forecast future earnings, cash flows and dividends to ascertain whether a security is under or overvalued.
Global Equities Investment Strategies. The following are some of the Adviser’s significant Equity strategies:
•U.S. Equity, including Core, Value, Growth, Small Cap and Behavioral Finance
•International Equity, including Global REITs, International Behavioral Finance, Research Driven Process and Global Specialist
•Emerging Markets Equity, including Core, Growth, Income, Balanced, Small Cap and Mid Cap
•APAC Equity, including APAC Regional, ASEAN, Greater China, India and Japan
Global Fixed Income, Currency & Commodities (“GFICC”)
Methods of Analysis. The Adviser’s investment philosophy centers on a globally integrated, research driven process. As part of this process, the Adviser typically focuses on:
•The subject matter expertise of locally based sector specialists, research analysts, traders and portfolio management teams.

•A common research framework for internally generated fundamental, quantitative and technical analysis.

•Employing a methodical and repeatable portfolio construction process.

•The outcome of the quarterly investment meeting which seeks to achieve consensus views on the near-term course of the fixed income markets, determine a variety of macroeconomic scenarios and a set of investment themes to establish interest rate and sector portfolio expectations that will guide fixed income investments over the following quarter. Scenarios are assigned probability levels which convey the investment team’s confidence levels. The results of the quarterly meeting provide a framework for risk allocation, sector weightings and portfolio construction.
As part of this research driven process, the Adviser typically relies on:
• Value-Driven Investing - All portfolios are managed on a team basis to incorporate a range of expertise into the investment process. The Adviser seeks to generate positive excess return through the selection of undervalued and mispriced securities and spread sectors that offer incremental yield and total return in comparison to the relevant index. Central to this approach is: identifying securities that are priced inefficiently; making sector allocation decisions based on a broad sector outlook, utilizing expected return and valuation analysis; evaluating relative risk/reward relationships along the yield curve; and managing portfolio duration used primarily as a risk control measure.
Although the fixed income investment process is driven largely by a bottom-up approach emphasizing security selection, close attention is paid to sector and sub-sector valuations and weightings.

•Macro-Driven Investing - Global dialogue and debate across the Adviser's GFICC investment teams form the foundation of the Macro-Driven investment process, with each investment team contributing views and perspective on macro trends in regular strategy-setting sessions. Once investment themes have been established, the Adviser’s sector specialists scan the market for investment opportunities.
Each team has a distinct approach for analyzing their sector; utilizing a combination of fundamental, quantitative and technical inputs to identify buy and sell targets. Portfolio managers are responsible for tailoring investment strategies to each client’s objectives and guidelines. Once constructed, portfolios are monitored by portfolio managers, sector specialists, quantitative analysts and risk managers to ensure they comply with guidelines and that portfolio risk is appropriately managed.
GFICC Investment Strategies. The following are some of the Adviser’s significant Fixed Income and Currency strategies:
•U.S. Broad Markets, including Core, Core Plus, Short Duration, Government, Mortgages, Inflation Linked and Intermediate
•Global Broad Markets, including Global Credit, Global Aggregate and Global Rates
•High Yield, including Broad, U.S., Global, Upper Tier, Distressed Debt and Loans
•Emerging Market Debt, including Sovereign, Local Currency, Corporate Debt and Blended
•Municipals
•Specialty, including Unconstrained, Commodities and Currency
•GFICC Pension Solutions, including Insurance, Stable Value, and Liability Driven Investing, Customized Broad Market
Global Liquidity
Method of Analysis. The Adviser's Global Liquidity team utilizes an investment process that focuses on credit analysis, liquidity, yield and diversification in making strategic allocations and constructing portfolios. Internal credit analysts support the Global Liquidity business through proprietary research. Sector and individual security selection decisions take into account the Adviser’s proprietary research, its view on the timing and direction of monetary policy, applicable cash and liquidity requirements and account guidelines in seeking to meet applicable risk and return objectives, which vary by account. Security selection is restricted to issuers that have been determined to meet certain credit standards.
Global Liquidity Investment Strategies.
•Liquidity
•Managed Reserves
MAS
Methods of Analysis. The Adviser’s principal investment process for MAS utilizes insights generated through proprietary research to construct portfolios primarily comprising funds and strategies on JPMAM's global platform. The investment process starts with MAS’ strategic asset allocation framework, which is based upon long-term capital market assumptions and asset allocation research. MAS generates its insights from three main areas of research: fundamental research, quantitative analysis and manager research.

•Fundamental Research - The Adviser performs economic and market analysis to identify, study, and monitor investment themes, establishing high conviction macro views over an intermediate time horizon.

•Quantitative Research - The Adviser develops and maintains a suite of Tactical Asset Allocation (“TAA”) models. The quantitative models used by the Adviser systematically seek to capture relative mispricings within and across global markets. This process utilizes a structured, multi-factor, risk- managed framework designed to identify uncorrelated pair-wise relative value exposures across and within asset classes.

•Manager Research - The MAS manager research team assesses investment team philosophies, objectives, processes, and performance to gauge alpha generation potential within each asset class and to determine whether there is a fit for a strategy within a multi-asset portfolio. Fit includes confidence in the asset class, its contribution to diversification and the strategy’s ability to achieve alpha expectations. The MAS portfolio management teams may add or replace strategies if there is a relative preference for an alternative strategy that can improve portfolio results.
The insights generated by the above three areas of research are used as inputs in the various strategy and portfolio management team meetings operated by the Adviser. The strategy and portfolio management team meetings are designed to identify the product-specific investment characteristics that best reflect the group’s investment insights and convictions. Directed by the respective chief investment officers, and supported by tools developed by research, the group’s portfolio managers construct portfolios which can be tailored to specific client objectives and restrictions. The portfolio managers determine the final portfolio positions and transactions, security and fund selection, as well as monitor the underlying investment.
The strategies selected for investment are implemented primarily through investments in JPMAM proprietary investment strategies with limited exceptions for certain third-party passive index strategies that are not available through JPMAM. In addition, for MAS portfolios that have allocations to hedge funds, private equity and private credit strategies, MAS client accounts’ sleeves in such strategies are managed by the Private Equity Group and by affiliated advisers. Generally, allocations to such sleeves are invested in third-party managed private funds selected by the Adviser or an Affiliate, subject to investment guidelines provided by MAS.
MAS Investment Strategies. The Adviser manages the following types of MAS strategies:
•Target Date
•Income
•Global Allocation
•GTAA
•Balanced
•Total Return
•Liability-Driven Investing
•Advisory Portfolio Solutions
•Macro Thematic
•Convertibles
Beta Strategies
Methods of Analysis. The Adviser utilizes a broad set of quantitative techniques to manage beta strategies. The strategies are managed in a systematic, rules-based manner, although performance, risk and transaction costs are overseen by the portfolio managers, which can make certain adjustments as needed.
With respect to the Market Cap Weighted and Strategic Beta strategies, the Adviser seeks through passive management investment results that closely correspond, before fees and expenses, to the performance of an index. In general, the Adviser uses replication, an indexing strategy in which a fund or client account invests in substantially all of the securities in its underlying index in approximately the same proportions as the underlying index. In certain instances where it is not practical or otherwise desirable to purchase or hold all of, or only, the constituent securities in their respective weightings the Adviser may create a portfolio consisting of a representative sample of the underlying index. The following are some of the quantitative methods that the Adviser uses to seek investment results before fees and expenses that closely correspond to the index:
•Predicted tracking error is monitored and maintained at an appropriate level. Security, industry and factor exposures are monitored to maintain tight tracking to the benchmark and advanced analytical software is utilized to monitor portfolio characteristics.

•Costs of trading are monitored to maintain low transaction cost associated with trade execution.
Certain securities with higher transactions costs may be excluded from the portfolios if the analysis reveals that other more liquid securities can be substituted for them without a meaningful impact to tracking error.
Certain strategies are managed against indices or rules that are constructed based on the Adviser's quantitative research. The following are examples of methods of analysis used in this research, including research used to create indices against which the portfolios are measured:
•Decompose portfolio asset class exposures into factor terms in order to determine the contribution of each potential investment to overall risk from separate factors. Examples of factors are: ◦Value: difference in return between a basket of stocks with relatively low valuation metrics, such as price-to-book ratio, and those with higher metrics ◦Momentum: the difference in return between stocks that have recently appreciated in value and stocks that have depreciated ◦Quality: difference in return between stocks with good quality metrics, such as a robust accruals ratio, little leverage, and those with poor quality metrics, such as a high level of accounts receivable relative to cash
•Analyze factor returns, to determine which are compensated and which are uncompensated.
Compensated risk premia are those that have an expected economic return and should form an explicit part of efficient beta capture.

•Analyze portfolio diversification, considering diversification at the stock or issuer level, the sector level,the regional level and the factor level.
In Thematic strategies the Adviser creates portfolios of companies that are related to a given theme. The Adviser uses scoring models as a tool that is used to determine the fit of a particular company with a specified theme using sources that may include company filings, news, and other sources. The final determination of the securities selected for the portfolio is made by a portfolio manager. Natural language processing and machine learning techniques are part of the tools used in scoring models.
Beta Investment Strategies. The Adviser manages the following types of Beta strategies:
•Market Cap Weighted Equity
•Market Cap Weighted Fixed Income
•Strategic Beta Equity
•Strategic Beta Fixed Income
•Thematic
•Alternative Beta
Alternatives
The Adviser offers alternative investment strategies that are managed by teams that specialize in alternative investing. The following are some of the Adviser’s significant alternative strategies:
Global Special Situations
The Global Special Situations team (“GSS”) manages a private credit fund . GSS seeks to invest throughout the credit cycles and across the capital structure of its target investments, generally private credit across a broad range of products, including but not limited to, First Lien Secured Loans, Second Lien Secured Loans, Mezzanine Loans, Uni-Tranche Loans, High Yield Debt, Equity Instruments, Claims, Derivatives and Credit- Linked Securities, Collateralized Loan Obligations, and Collateralized Debt Obligations. Full details are available upon request and are included within the relevant offering documents.
Investment Approach The investment strategy of GSS is focused on two sub-strategies: “Distressed” and “Event-Driven / Stressed” investments. “Distressed” investments are non-performing investments that typically have a specific event, such as a debt for equity swap, restructuring, rescue financing or liquidation. “Event-Driven / Stressed” investments will be performing investments discounted by either illiquidity or market disruption with returns driven by catalysts. GSS will principally target investments within these sub-strategies in non-investment grade private credit.
Investment Strategy GSS seeks to apply rigorous and deep due diligence to the credit opportunities it identifies. Priorities are expected to include: (i) establishing downside protection and principal preservation through financial and structural methods; (ii) seeking to generate attractive long-term returns utilizing the skill of the GSS investment team. GSS’s flexible mandate to invest across a company’s capital structure is intended to open up opportunities across a wide range of transactions, capital structures and securities, and allows GSS to select those investments that it believes will provide an appropriate risk-adjusted return for the JPMFL Funds.
Notwithstanding the foregoing, the GSS may employ additional strategies not described above so long as such strategies are consistent with or supplemental to the investment objective and investment approach of the JPMFL Fund as described above, as reasonably determined by JPMFL.

Credit Opportunities and Relative Value
The JPS Alternatives Group was a hedge fund group within JPMFL that offered eligible investors a credit investment program through collective investment vehicles. At the time of writing, these vehicles have been returning assets to investors and are to be wound up.
Absolute Return and Opportunistic Fixed Income
Methods of Analysis. The Adviser's investment process utilizes a broad array of fundamental, quantitative and technical inputs.
The Adviser's absolute return team meets regularly to discuss factors affecting the macroeconomic environment including: Federal Reserve policy, economic developments, energy prices, the political climate and global issues. From these discussions the Adviser develops investment themes that guide our interest rate positioning, sector allocation and security selection. Through credit research, the financial statements of companies are analyzed for signs of strong cash flow and liquidity, high operating efficiency, strong earnings protection, limited financial leverage, solid asset protection, significant financial flexibility, stable management and conservative accounting practices. The Adviser also estimates expected returns and volatility for income- oriented asset classes by measuring a variety of factors which serve to indicate the relative valuation of broad market sectors.
The Adviser varies absolute return exposures across a range of investment strategies based on the identified opportunity level in the market. During periods of little or low perceived opportunity, the portfolios will likely be conservatively positioned by allocating larger portions of assets toward short duration cash equivalents, with a primary focus on income and capital preservation. During periods perceived as high opportunity the portfolios' allocation is likely to be tilted toward more aggressive areas of the market with increased focus on capital appreciation.
Absolute Return and Opportunistic Fixed Income Investment Strategies. The absolute return team invests flexibly across a diverse set of fixed income strategies, taking advantage of the entire fixed income spectrum to diversify sources of return. The strategy has complete flexibility to help mitigate rate and credit risk while capitalizing on opportunities. The strategy focuses on absolute return, meaning it is benchmark agnostic and seeks to produce uncorrelated, low volatility returns across all market environments. It draws on three different strategies to diversify sources of return:
•Tactical Sector Rotation: Aim to maximize risk-adjusted returns through tactical shifts between fixed income sectors.

•Alternative Strategies: Leverage niche market expertise to uncover market opportunities for uncorrelated, low volatility sources of return.

•Portfolio Hedges: Systematically use cash and short positions to decrease portfolio volatility and preserve capital.

Global Real Estate
Methods of Analysis. When making real estate investments, the Adviser makes investment and asset management recommendations and/or decisions based upon a variety of factors, including, a fulsome macro and micro research analysis and a quantitative financial analysis. Such factors ensure the performance viability of the proposed investment and its compatibility with a client’s investment strategy and objectives. Prior to making an investment, the Adviser requires the approval of an investment committee, and where applicable a board unaffiliated with the Adviser, whose review includes consideration of the following factors, among others, and as appropriate to the asset class: cash flow and debt assumptions, return models, property/operational history, location analysis, ESG analysis, investment proposal, transaction structure (equity/debt), investment strengths and weaknesses, tenant/customer analysis, replacement cost analysis, research assessment, comparable sales and lease analysis and investment recommendation.
Global Real Estate Investment Strategies. The following are some of the Adviser’s significant Global Real Estate strategies:
•U.S., including core, core plus, value add and opportunistic
•Europe, including core, core plus, value add and opportunistic
•Asia-Pacific, including core, core plus, value add and opportunistic
•REITs
•Mezzanine debt
Global Infrastructure
Methods of Analysis. When recommending infrastructure investments, the Adviser makes investment and asset management recommendations and/or decisions, as applicable, based on factors deemed relevant to the performance viability of the proposed investment, overall portfolio construction and compatibility with clients’ investment strategy and objectives. Prior to making an investment, the Adviser requires the approval of an investment committee, and where applicable a board unaffiliated with the Adviser, whose review includes consideration of the following factors, among others, and as appropriate to the asset class: cash flow and debt assumptions, return models, operational history, portfolio diversification, ESG analysis, investment thesis, transaction structure (equity/debt), credit quality, capital structure, investment strengths and weaknesses, research assessment, and investment recommendation.
Global Infrastructure Investment Strategies. The following are some of the Adviser’s significant Global Infrastructure Investment strategies:
•OECD Equity, including core and core plus
•OECD Debt, including core
Global Transportation
Methods of Analysis. When making transportation investments, the Adviser makes investment and asset management recommendations and/or decisions, as applicable, based upon a variety of factors, including, a fulsome macro and sector specific research analysis and a quantitative financial analysis. Such factors ensure the performance viability of the proposed investment and its compatibility with a client’s investment strategy and objectives. Prior to making an investment, the Adviser requires the approval of an investment committee, and where applicable a board unaffiliated with the Adviser, whose review includes consideration of the following factors, among others, and as appropriate to the asset class: investment thesis, research assessment, cash flow and debt assumptions, return attributes, operational history, transaction structure (equity/debt), investment strengths and weaknesses, replacement cost analysis, comparable sale/relative value analysis, credit analysis, regulatory and risk factors and ultimately the investment recommendation.
Global Transportation Investment Strategies. The following are some of the Adviser’s significant Global Transportation strategies:
•Maritime, including opportunistic
•Transportation, including core and core plus; maritime, energy logistics, aircraft, railcar, heavy equipment, vehicle fleet and related sectors of the global transport universe
Private Equity
Methods of Analysis. The Private Equity Group generally manages two types of private equity investments for its clients: (i) investments in third party managed private equity funds (“Fund Investments”) and (ii) direct investments in private equity portfolio companies (“Direct Investments”). If a Fund Investment or Direct Investment advances through the due diligence process outlined below, it is presented for approval to the investment professionals of the Private Equity Group. A consensus of the investment professionals of the Private Equity Group is required to approve an investment.

•Fund Investments - When reviewing potential investments in third-party managed private equity funds, the Private Equity Group takes a bottom-up approach designed to assess the probability of a third-party sponsor’s future success, and focuses on the track record and reputation of the principals, their investment thesis and investment strategy, the sponsor’s decision making process and the sponsor’s relevant past performance.
•Direct Investments - Direct Investments in companies are primarily sourced by the Private Equity Group through its relationships in the industry including fund sponsors, management teams and intermediaries. Important investment criteria for Direct Investments include projected returns, the attractiveness of the industry, the company’s relative position in its industry, valuation, quality and depth of the management team, type of security issued and alignment of interests. The Private Equity Group will also consider the company’s business description, industry analysis, the legal terms of the transaction and features of the security being issued, management, financial analysis, and legal, environmental and other contingent liability analysis.
Private Equity Investment Strategies. The following are some of the Adviser’s Private Equity strategies which may be pursued through Fund Investments or Direct Investments:
•Global Private Equity
•U.S. Corporate Finance
•European Corporate Finance
•Venture Capital and Growth
•Asia Private Equity
•Digital Growth
•Secondary Investments
•Emerging Managers
•Private Debt
•Private Real Estate
ESG Integration Strategies.
Methods of Analysis. JPMAM believes that ESG considerations can play an important role in long-term investment strategies and performance. While the precise methodology is tailored to each investment strategy, the Adviser generally takes a holistic, research-driven approach to sustainable investing including supplementing proprietary research with a variety of third-party industry specialists and engaging directly with companies on a variety of ESG issues. The Adviser offers an array of investment solutions to meet clients’ financial goals and non- financial objectives including ESG objectives. Many of the Adviser’s core investment capabilities incorporate ESG factors into the Adviser's analysis consistent with the Adviser's goal of delivering investment returns to its clients and the Adviser’s duty to act in the best interests of the accounts it manages. The Adviser also accommodates client specific goals and offers ESG strategies that include the strategies described below.
ESG Investment Strategies The following are some of the Adviser’s ESG strategies:
•ESG integration strategies, include systematic and explicit consideration of ESG factors in the investment decision-making process.
•Values/norms based strategies, including screening for or avoiding certain companies or industries as specified by the client that do not align with client values or meet other norms or standards.

•Best in class strategies, include making investments in companies based on positive ESG performance relative to industry peers.

•Theme-based strategies, including making investments based on specific environmental or social themes or assets related to sustainability.

B. Material, Significant, or Unusual Risks Relating to Investment Strategies
The investment strategies utilized by the Adviser depend on the requirements of the relevant JPMFL Fund and the investment guidelines associated with the fund’s account. Each strategy is subject to material risks.
A fund may not achieve its objective if the Adviser’s expectations regarding particular securities or markets are not met.
Set forth below are some of the material risk factors that are often associated with the investment strategies and types of investments relevant to many of the Adviser’s funds and other clients. This is a summary only.
The information included in this Brochure does not include every potential risk associated with each investment strategy or applicable to a particular client or fund account. Investors should not rely solely on the descriptions provided below. Investors are urged to ask questions regarding risk factors applicable to a particular strategy or fund, read all product-specific risk disclosures and determine whether a particular investment strategy or type of fund is suitable for their account in light of their specific circumstances, investment objectives and financial situation.
In the case of JPMFL Funds and other JPMorgan Affiliated Funds, the risk factors associated with the relevant fund’s investment strategy are disclosed in the prospectus, offering memorandum or other materials of the fund. Prospective investors should carefully read the relevant offering documents and consult with their own counsel and advisers as to all matters concerning an investment in a fund.

General Portfolio Risks
General Market Risk. Economies and financial markets throughout the world are becoming increasingly interconnected, which increases the likelihood that events or conditions in one country or region will adversely impact markets or issuers in other countries or regions. Securities in any one strategy may under perform in comparison to general financial markets, a particular financial market or other asset classes, due to a number of factors, including inflation, interest rates, global demand for particular products or resources, natural disasters or events, terrorism, regulatory events and government controls.
Currency Risk. Changes in foreign currency exchange rates will affect the value of portfolio securities and devaluation of a currency by a country’s government or banking authority also will have a significant impact on the value of any investments denominated in that currency. Currency markets generally are not as regulated as securities markets.
Liquidity Risk. Investments in some equity and privately placed securities, structured notes or other instruments may be difficult to purchase or sell, possibly preventing the sale of these illiquid securities at an advantageous price or when desired. In some cases the liquidation of illiquid assets could take years to facilitate, during which times the value may decrease. A lack of liquidity may also cause the value of investments to decline and with the lack of observable market data, the illiquid investments may also be difficult to value, resulting in material and sudden differences between the stated NAV and realized values.
Geographic and Sector Focus Risk. Certain strategies and funds concentrate their investments in a region, small group of countries, an industry or economic sector, and as a result, the value of the portfolio may be subject to greater volatility than a more geographically or sector diversified portfolio. Investments in issuers within a country, state, geographic region, industry or economic sector that experiences adverse economic, business, political conditions or other concerns will impact the value of such a portfolio more than if the portfolio’s investments were not so concentrated. A change in the value of a single investment within the portfolio may affect the overall value of the portfolio and may cause greater losses than it would in a portfolio that holds more diversified investments.
Foreign Securities and Emerging Markets Risk. Investments in securities of foreign issuers denominated in foreign currencies are subject to risks in addition to the risks of securities of U.S. issuers. These risks include political and economic risks, civil conflicts and war, greater volatility, currency fluctuations, higher transactions costs, delayed settlement, possible foreign controls on investment, expropriation and nationalization risks, liquidity risks, and less stringent investor protection and disclosure standards of some foreign markets. Events and evolving conditions in certain economies or markets may alter the risks associated with investments tied to countries or regions that historically were perceived as comparatively stable becoming riskier and more volatile. These risks are magnified in countries in emerging markets, which may have relatively unstable governments and less-established market economies than those of developed countries. Emerging markets may face greater social, economic, regulatory and political uncertainties. These risks make emerging market securities more volatile and less liquid than securities issued in more developed countries.
Counterparty Risk. An account may have exposure to the credit risk of counterparties with which it deals in connection with the investment of its assets, whether engaged in exchange traded or off-exchange transactions or through brokers, dealers, custodians and exchanges through which it engages. In addition, many protections afforded to cleared transactions, such as the security afforded by transacting through a clearing house, might not be available in connection with over-the-counter (“OTC”) transactions. Therefore, in those instances in which an account enters into OTC transactions, the account will be subject to the risk that its direct counterparty will not perform its obligations under the transactions and will sustain losses.
High Portfolio Turnover Risk. Certain strategies engage in active and frequent trading leading to increased portfolio turnover, higher transaction costs, and the possibility of increased capital gains, including short- term capital gains that are generally taxable as ordinary income.
Model Risk. Some strategies may include the use of various proprietary quantitative or investment models.
Investments selected using models may perform differently than expected as a result of changes from the factors’ historical - and predicted future - trends, and technical issues in the implementation of the models, including, for example, issues with data feeds. Moreover, the effectiveness of a model may diminish over time, including as a result of changes in the market and/or changes in the behavior of other market participants.
A model’s return mapping is based partially on historical data regarding particular economic factors and securities prices. The operation of a model, similar to other fundamental, active investment processes, may result in negative performance, including returns that deviate materially from historical performance, both actual and pro-forma. For a model-driven investment process - and again similar to other, fundamental, and active investment processes, there is no guarantee that the use of models will result in effective investment outcomes for clients.
Regulatory Risk. Pending and ongoing regulatory reform may have a significant impact on JPMFL’s investment business.
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank”), as amended, added Section 13 to the Bank Holding Company Act of 1956 (the "BHCA") and its implementing regulations (together the "Volcker Rule") under which a “banking entity” (including JPMFL and its Affiliates) is restricted from acquiring or retaining an equity, partnership or other ownership interest in, or sponsoring, a “covered fund” (which is defined to include certain pooled investment vehicles) unless the investment or activity is conducted in accordance with an exclusion or exemption. The Volcker Rule’s asset management exemption permits a banking entity, such as JPMFL, to invest in or sponsor a covered fund, subject to satisfaction of certain requirements, which include, among other things, that a banking entity only hold a de minimis interest (no more than 3%) in the covered fund and that only directors and employees directly engaged in providing investment advisory or other qualifying services to the covered fund are permitted to invest. In addition, the Volcker Rule generally prohibits a banking entity from engaging in transactions that would cause it or its Affiliates to have credit exposure to a covered fund managed or advised by its Affiliates; that would involve or result in a material conflict of interest between the banking entity and its clients, customers or counterparties; or that would result, directly or indirectly, in a material exposure by the banking entity to high risk assets or high-risk trading strategies. These restrictions could materially adversely affect accounts that are, or are invested in, covered funds, because the restrictions could limit a covered fund from obtaining seed capital, loans or other commercial benefits from JPMFL or its Affiliates. As a result, the Volcker Rule impacts the method by which JPMFL seeds, invests in and operates its funds, including private equity funds and hedge funds.
Further, final regulations adopted under Dodd-Frank, relating to regulation of swaps and derivatives, impacts the manner by which JPMFL and JPMorgan Affiliated Funds (including JPMFL Funds) use and trade swaps and other derivatives, and may increase the cost of derivatives trading. Similarly, JPMFL’s management of funds that use and trade swaps and derivatives may be adversely impacted by adopted changes to the Commodity Futures Trading Commission regulations. Other jurisdictions outside the United States in which JPMFL operates may also adopt and implement regulations that could have a similar impact on JPMFL and the broader markets.
In addition, JPMFL could become designated as a systemically important financial institution (“SIFI”) and become subject to direct supervision by the Board of Governors of the Federal Reserve System. If JPMFL were designated a SIFI, it could be subject to enhanced prudential, supervisory and other requirements, such as risk-based capital requirements; leverage limits; liquidity requirements; resolution plan and credit exposure report requirements; concentration limits; a contingent capital requirement; enhanced public disclosures; short-term debt limits; and overall risk management requirements.
Under the BHCA, if a fnd were deemed to be controlled by the Adviser, investments by such fund would be subject to limitations under the BHCA that are substantially similar to those applicable to JPMC. Such limitations would place certain restrictions on the fund’s investments in non-financial companies. These restrictions would include limits on the ability of the fund to be involved in the day-to-day management of the underlying non-financial company and the limitations on the period of time that the fund could retain its investment in such company. In addition, the fund, together with interests held by JPMC, may be limited from owning or controlling, directly or indirectly, interests in third parties that exceed 5% of any class of voting securities or 25% of total equity. These limitations may have a material adverse effect on the activities of the relevant fund.
Foreign regulators have passed and it is expected that they will continue to pass legislation and changes that may affect certain clients. This includes, for example, the European Commission's revised Markets in Financial Instruments Directive ("MiFID II") as well as the Directive on Alternative Investment Fund Managers (“AIFMD”), which has imposed certain requirements and restrictions on JPMFL and managers to which JPMFL allocates client assets. The Adviser may take certain actions to limit its authority in respect of client accounts to reduce the impact of regulatory restrictions on the Adviser or its clients.
In addition, there have been legislative, tax and regulatory changes and proposed changes that may apply to the activities of the Adviser that may require legal, tax and regulatory changes, including requirements to provide additional information pertaining to a client account to the Internal Revenue Service or other taxing authorities. Regulatory changes and restrictions imposed by regulators, self-regulatory organizations ("SROs") and exchanges vary from country to country and may affect the value of client investments and their ability to pursue their investment strategies. Any such rules, regulations and other changes, and any uncertainty in respect of their implementation, may result in increased costs, reduced profit margins and reduced investment and trading opportunities, all of which may negatively impact performance.
Cyber Security Risk. As the use of technology has become more prevalent in the course of business, JPMFL has become more susceptible to operational and financial risks associated with cyber security, including: theft, loss, misuse, improper release, corruption and destruction of, or unauthorized access to, confidential or highly restricted data relating to JPMFL and its clients, and compromises or failures to systems, networks, devices and applications relating to the operations of JPMFL and its service providers. Cyber security risks may result in financial losses to JPMFL and its clients; the inability of JPMFL to transact business with its clients; delays or mistakes in materials provided to clients; the inability to process transactions with clients or other parties; violations of privacy and other laws; regulatory fines, penalties and reputational damage; and compliance and remediation costs, legal fees and other expenses. JPMFL’s service providers (including any sub-advisers, administrator, transfer agent, and custodian or their agents), financial intermediaries, companies in which client accounts and funds invest and parties with which JPMFL engages in portfolio or other transactions also may be adversely impacted by cyber security risks in their own businesses, which could result in losses to JPMFL or its clients. While measures have been developed which are designed to reduce the risks associated with cyber security, there is no guarantee that those measures will be effective, particularly since JPMFL does not directly control the cyber security defenses or plans of its service providers, financial intermediaries and companies in which they invest or with which they do business.
Initial Public Offering ("IPO") Risk. IPO securities have no trading history, and information about the companies may be available for very limited periods. The prices of securities sold in IPOs may be highly volatile and their purchase may involve high transaction costs. At any particular time or from time to time, the Adviser may not be able to invest in securities issued in IPOs on behalf of its clients, or invest to the extent desired, because, for example, only a small portion (if any) of the securities being offered in an IPO may be made available to the Adviser. In addition, under certain market conditions, a relatively small number of companies may issue securities in IPOs. Similarly, as the number of purchasers to which IPO securities are allocated increases, the number of securities issued to the Adviser’s clients may decrease. The performance of an account during periods when it is unable to invest significantly or at all in IPOs may be lower than during periods when it is able to do so. In addition, as an account increases in size, the impact of IPOs on the account’s performance will generally decrease.
Master Limited Partnership (“MLP”) Risk. MLPs are limited partnerships whose ownership interests are publicly traded. Investments held by an MLP may be relatively illiquid, limiting the MLP’s ability to vary its portfolio promptly in response to changes in economic or other conditions. In addition, MLPs may have limited financial resources, their securities may trade infrequently and in limited volume and they may be subject to more abrupt or erratic price movements than securities of larger or more broadly-based companies.
The risks of investing in an MLP are generally those inherent in investing in a partnership as opposed to a corporation. For example, state law governing partnerships is often less restrictive than state law governing corporations. Accordingly, there may be fewer protections afforded investors in an MLP than investors in a corporation. Additional risks involved with investing in an MLP are risks associated with the specific industry or industries in which the partnership invests, such as the risks of investing in real estate, or oil and gas industries.
LIBOR Discontinuance or Unavailability Risk. The London Interbank Offering Rate ("LIBOR") is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. The regulatory authority that oversees financial services firms and financial markets in the U.K. has announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions for purposes of determining LIBOR. As a result, it is possible that commencing in 2022, LIBOR may no longer be available or no longer deemed an appropriate reference rate upon which to determine the interest rate on or impacting certain loans, notes, derivatives and other instruments or investments comprising some or all of a fund’s or other client account’s portfolio. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of LIBOR. There is no assurance that the composition or characteristics of any such alternative reference rate will be similar to or produce the same value or economic equivalence as LIBOR or that it will have the same volume or liquidity as did LIBOR prior to its discontinuance or unavailability, which may affect the value or liquidity or return on certain of the fund’s or other client account’s investments and result in costs incurred in connection with closing out positions and entering into new trades. These risks may also apply with respect to changes in connection with other interbank offering rates (e.g., Euribor) and a wide range of other index levels, rates and values that are treated as “benchmarks” and are the subject of recent regulatory reform.

Risks That Apply Primarily to Equity Investments
Equity Securities Risk. Investments in equity securities (such as stocks) may be more volatile and carry more risks than some other forms of investment. The price of equity securities may rise or fall because of changes in the broad market or changes in a company’s financial condition, sometimes rapidly or unpredictably. These price movements may result from factors affecting individual companies, sectors or industries selected for a portfolio or the securities market as a whole, such as changes in economic or political conditions.
Growth Investing Risk. Growth investing attempts to identify companies that the Adviser believes will experience rapid earnings growth relative to value or other types of stocks. The value of these stocks generally is much more sensitive to current or expected earnings than stocks of other types of companies. Short-term events, such as a failure to meet industry earnings expectations, can cause dramatic decreases in the growth stock price compared to other types of stock. Growth stocks may trade at higher multiples of current earnings compared to value or other stocks, leading to inflated prices and thus potentially greater declines in value.
Value Investing Risk. Value investing attempts to identify companies that are undervalued according to the Adviser’s estimate of their true worth. The Adviser selects stocks at prices that it believes are temporarily low relative to factors such as the company’s earnings, cash flow or dividends. A value stock may decrease in price or may not increase in price as anticipated by the Adviser if other investors fail to recognize the company’s value or the factors that the Adviser believes will cause the stock price to increase do not occur.
Smaller Companies Risk. Certain strategies invest in securities of smaller companies. Investments in smaller companies may be riskier than investments in larger companies. Securities of smaller companies tend to be less liquid than securities of larger companies. In addition, small companies may be more vulnerable to economic, market and industry changes. As a result, the changes in value of their securities may be more sudden or erratic than in large capitalization companies, especially over the short term. Because smaller companies may have limited product lines, markets or financial resources or may depend on a few key employees, they may be more susceptible to particular economic events or competitive factors than large capitalization companies. This may cause unexpected and frequent decreases in the value of an account’s investments. Finally, emerging companies in certain sectors may not be profitable and may not realize earning profits in the foreseeable future.

Risks That Apply Primarily to Fixed Income, Liquidity and other Debt Investments
Interest Rate Risk. Fixed income securities increase or decrease in value based on changes in interest rates. If rates increase, the value of these investments generally decline. On the other hand, if rates fall, the value of the investments generally increases. Securities with greater interest rate sensitivity and longer maturities generally are subject to greater fluctuations in value. However, usually, changes in the value of fixed income securities will not affect cash income generated. Variable and floating rate securities are generally less sensitive to interest rate changes than fixed rate instruments, but the value of variable and floating rate securities may decline if their interest rates do not rise as quickly, or as much, as general interest rates. Many factors can cause interest rates to rise. Some examples include central bank monetary policy, rising inflation rates and general economic conditions. Given the historically low interest rate environment, risks associated with rising rates are heightened.
Credit Risk. There is a risk that issuers and/or counterparties will not make payments on securities when due or default. Such default could result in losses. In addition, the credit quality of securities may be lowered if an issuer’s or a counterparty’s financial condition changes. Lower credit quality may lead to greater volatility in the price of a security, affect liquidity and make it difficult to sell the security. Certain strategies may invest in securities that are rated in the lowest investment grade category. Such securities also are considered to have speculative characteristics similar to high yield securities, and issuers or counterparties of such securities are more vulnerable to changes in economic conditions than issuers or counterparties of higher grade securities. Prices of fixed income securities may be adversely affected and credit spreads may increase if any of the issuers of or counterparties to such investments are subject to an actual or perceived deterioration in their credit quality. Credit spread risk is the risk that economic and market conditions or any actual or perceived credit deterioration may lead to an increase in the credit spreads (i.e., the difference in yield between two securities of similar maturity but different credit quality) and a decline in price of the issuer’s securities.
Government Securities Risk. Some strategies invest in securities issued or guaranteed by the U.S.
government or its agencies and instrumentalities (such as the Government National Mortgage Association ("Ginnie Mae"), the Federal National Mortgage Association ("Fannie Mae") or the Federal Home Loan Mortgage Corporation ("Freddie Mac")). U.S government securities are subject to market risk, interest rate risk and credit risk. Securities, such as those issued or guaranteed by Ginnie Mae or the U.S. Treasury, that are backed by the full faith and credit of the United States are guaranteed only as to the timely payment of interest and principal when held to maturity. Notwithstanding that these securities are backed by the full faith and credit of the United States, circumstances could arise that would prevent the payment of principal and interest. Securities issued by U.S. government related organizations, such as Fannie Mae and Freddie Mac, are not backed by the full faith and credit of the U.S. government and no assurance can be given that the U.S. government will provide financial support.
High Yield Securities Risk. Certain strategies invest in securities, loans and instruments that are issued by companies that are highly leveraged, less creditworthy, financially distressed, or whose loans have few or no covenants, which leads to greater difficulty for lenders seeking to trigger an event of default. These could all contribute to sudden drops in value and could result in investments becoming worthless within very short periods. These investments (including those known as junk bonds) are considered speculative and are subject to greater risk of loss, greater sensitivity to interest rate and economic changes, valuation difficulties and potential illiquidity.
Equity Investment Conversion Risks. A non-equity investment, such as a convertible debt obligation, may convert to an equity security. Alternatively, equity securities may be acquired in connection with a restructuring event related to non-equity investments. An investor may be unable to liquidate the equity investment at an advantageous time from a pricing standpoint.
Asset-Backed, Mortgage-Related and Mortgage-Backed Securities Risk. The value of mortgage-related and asset-backed securities will be influenced by the factors affecting the property market and the assets underlying such securities. As a result, during periods of difficult or frozen credit markets, significant changes in interest rates, or deteriorating economic conditions, mortgage-related and asset-backed securities may decline in value, face valuation difficulties, be more volatile and/or be illiquid. Since mortgage borrowers have the right to prepay principal in excess of scheduled payments, there is a risk that borrowers will exercise this option when interest rates are low to take advantage of lower refinancing rates. When that happens, the mortgage holder will need to reinvest the returned capital at the lower prevailing yields. This prepayment risk, as well as the risk of a bond being called, can cause capital losses. Conversely, when rates rise significantly, there is a risk that prepayments will slow to levels much lower than anticipated when the mortgage was originally purchased. In this instance, the risk that the life of the mortgage security is extended can also cause capital losses, as the mortgage holder needs to wait longer for capital to be returned and reinvested at higher prevailing yields. Mortgage-related and asset-backed securities may decline in value, face valuation difficulties, be more volatile and/or be illiquid. The risk of default for “sub-prime” mortgages is generally higher than other types of mortgage-back securities. The structure of some of these securities may be complex and there may be less available information than other types of debt securities.
Mezzanine Loans Risk. Mezzanine real estate loans may be secured by one or more direct or indirect ownership interests in an entity owning, operating and/or controlling, one or more real estate properties.
Commercial properties owned by such entities are likely to be subject to existing mortgage loans and other indebtedness. Repayment of the loans underlying mezzanine loans are dependent on the successful operation of the underlying real estate properties. Unlike mortgage loans, mezzanine loans are not secured by interests in the underlying real estate properties and are structurally subordinate to senior debt, which are typically secured by the property. Although unlikely, the ownership interests securing a mezzanine loan may represent only a partial interest in the borrower and may not control either the borrower or the underlying property. As a result, the effective realization on the collateral securing a mezzanine loan in the event of default may be limited.
Municipal Obligations Risk. The risk of a municipal obligation generally depends on the financial and credit status of the issuer. Changes in a municipality’s financial health may make it difficult for the municipality to make interest and principal payments when due. A number of municipalities have had significant financial problems recently, and these and other municipalities could, potentially, continue to experience significant financial problems resulting from lower tax revenues and/or decreased aid from state and local governments in the event of an economic downturn. Under some circumstances, municipal obligations might not pay interest unless the state legislature or municipality authorizes money for that purpose. Some securities, including municipal lease obligations, carry additional risks. For example, they may be difficult to trade or interest payments may be tied only to a specific stream of revenue.
Municipal bonds may be more susceptible to downgrades or defaults during recessions or similar periods of economic stress. Factors contributing to the economic stress on municipalities may include lower property tax collections as a result of lower home values, lower sales tax revenue as a result of consumers cutting back spending, and lower income tax revenue as a result of a higher unemployment rate. In addition, since some municipal obligations may be secured or guaranteed by banks and other institutions, the risk to an investor could increase if the banking or financial sector suffers an economic downturn and/or if the credit ratings of the institutions issuing the guarantee are downgraded or at risk of being downgraded by a national rating organization. If such events were to occur, the value of the security could decrease or the value could be lost entirely, and it may be difficult or impossible for an investor to sell the security at the time and the price that normally prevails in the market. Interest on municipal obligations, while generally exempt from federal income tax, may not be exempt from federal alternative minimum tax.

Risks That Apply Primarily to Derivatives Investments, Commodities and Short Sales
Derivatives Risk. Certain strategies may use derivatives. Derivatives, including forward currency contracts, futures, options and commodity-linked derivatives and swaps, may be riskier than other types of investments because they may be more sensitive to changes in economic and market conditions, and could result in losses that significantly exceed the investor’s original investment in the derivative. Many derivatives create leverage thereby causing a portfolio to be more volatile than it would have been if it had not been exposed to such derivatives. Derivatives also expose a portfolio to counterparty risk (the risk that the derivative counterparty will not fulfill its contractual obligations), including the credit risk of the derivative counterparty.
Certain derivatives are synthetic instruments that attempt to replicate the performance of certain reference assets. With regard to such derivatives, an investor does not have a claim on the reference assets and is subject to enhanced counterparty risk. Derivatives may not perform as expected, so an investor may not realize the intended benefits. When used for hedging, the change in value of a derivative may not correlate as expected with what is being hedged. In addition, given their complexity, derivatives expose an investor to risks of mispricing or improper valuation.
Commodity Risk. Certain strategies have exposure to commodities. Exposure to commodities and commodity-related securities may subject a portfolio to greater volatility than investments in traditional securities, particularly if the instruments involve leverage. The value of commodity-linked investments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity. In addition, to the extent that a portfolio gains exposure to an asset through synthetic replication by investing in commodity-linked investments rather than directly in the asset, it may not have a claim on the applicable underlying asset and will be subject to enhanced counterparty risk.
Position Limits Risk. The CFTC and/or exchanges both within and outside the United States have established “speculative position limits” on the maximum net long or net short position which any person or group of persons may hold or control in particular futures, and options on futures contracts. Currently, positions held by all accounts deemed owned or controlled directly or indirectly by the Adviser or certain Affiliates, including client accounts and funds managed by the Adviser and such Affiliates, are aggregated. If such aggregate position thresholds are reached, the Adviser will be restricted from acquiring additional positions and may be compelled to liquidate positions in client accounts and funds. Such restriction or liquidation could adversely affect the operations and profitability of the client accounts and funds by increasing transaction costs to liquidate positions and limiting potential profits on the liquidated positions.
Short Selling Risk. Certain strategie please register to get more info

A. Criminal or Civil Proceedings
The Adviser has no material civil or criminal actions to report.

B. Administrative Proceedings Before Regulatory Authorities
The Adviser has no material proceedings before regulatory authorities to report.

C. Self-Regulatory Organization Proceedings
The Adviser has no material SRO disciplinary proceedings to report.
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A. Broker-Dealer Registration Status
JPMFL is not a registered broker-dealer.

B. Futures Commission Merchant, Commodity Pool Operator, or Commodity Trading Advisor
Registration Status
JPMFL is currently a member of the National Futures Association (the “NFA”) and is registered with the CFTC as a commodity pool operator (a “CPO”). JPMFL with respect to certain funds has claimed an exemption from certain of the CFTC’s disclosure, reporting and record-keeping requirements applicable to registered CPOs pursuant to CFTC Rule 4.7. JPMFL has also claimed an exemption from certain of the CFTC’s disclosure, reporting and record-keeping requirements applicable to registered CTAs pursuant to CFTC Rule 4.7. JPMFL is relying on the CFTC Rule 4.14(a)(4) exemption from registration as a Commodity Trading Advisor.
JPMorgan Funds Limited Form ADV | March 30, 2018
C. Related Persons
The Adviser has certain relationships or arrangements with related persons that are material to its advisory business or its clients. Below is a description of such relationships and some of the conflicts of interest that arise from them. The Adviser has adopted policies and procedures reasonably designed to appropriately prevent, limit or mitigate conflicts of interest that may arise between the Adviser and its Affiliates. These policies and procedures include information barriers designed to prevent the flow of information between the Adviser and certain other Affiliates, as more fully described below. For a more complete discussion of the conflicts of interest and corresponding controls designed to prevent, limit or mitigate conflicts of interests, please see Item 11.B. Participation or Interest in Client Transactions and Other Conflicts of Interest.
Broker-Dealers J.P. Morgan Institutional Investments Inc. JPMII, an Affiliate, serves as placement agent for certain private investment funds managed by the Adviser.
Typically, JPMII does not receive any placement fees directly from the funds or its investors. A description of the placement agent services and compensation, if any, payable to JPMII by the funds is set forth in the offering documents for the relevant fund. The Adviser benefits from the placement agency services provided by JPMII as it increases the assets upon which the Adviser’s fees are based. The Adviser also engages certain other non-U.S. Affiliates (either directly or through JPMII) to act as placement agent outside of the U.S. for certain private investment funds managed by the Adviser. Typically, JPMII and such other Affiliates do not receive placement fees from such funds but receive fees directly from the Adviser and/or from certain investors subscribing for interests in such funds.
J.P. Morgan Securities LLC (“JPMS”) JPMS, an Affiliate, is a FINRA member and is dually registered as a broker-dealer and an investment adviser with the SEC. JPMS is also registered as a Futures Commission Merchant (“FCM”) with the CFTC. The Adviser has the following material relationships with JPMS: i.Index Provider JPMS develops indices that may be used as benchmarks for products managed by the Adviser. Alternatively, an index or notional product may reflect strategic input from both the Adviser and JPMS. The Adviser may also act as sub-adviser on certain JPMS initiatives.
ii.Broker-Dealer JPMS provides broker-dealer services to the Adviser where permitted by law and regulation.
J.P. Morgan Trustee & Administration Services Limited ("JPMTAS") JPMTAS is a retail sales agent for JPMorgan collective investment schemes and investment trusts in the UK. It also operates Individual Savings Accounts for UK retail investors.
Investment Companies or Other Pooled Investment Vehicles The Adviser is the investment manager for various JPMorgan Affiliated Funds, primarily funds organized under the laws of other countries and jurisdictions. These funds may be sold in Europe by affiliates J.P.
Morgan Trustee and Administration Services Limited, JPMorgan Asset Management (Europe) Sarl, and JPMorgan Asset Management Marketing Limited.
Other Investment Advisers, CPOs and CTAs With respect to certain funds, the Adviser delegates some of its functions as adviser to other affiliated advisers which creates conflicts of interest related to the Adviser’s determination to use, suggest, or recommend the services of such entities because the Adviser and/or its Affiliates may benefit from increased allocations to their businesses. The particular services involved will depend on the types of services offered by the relevant Affiliate. Please refer to Item 11.B, Participation or Interest in Client Transactions and Other Conflicts of Interest - Conflicts Relating to the Adviser's Recommendations or Allocations of Client Assets to JPMorgan Affiliated Funds and Sub-Advisory Relationships for a more complete discussion regarding conflicts of interest.
The Adviser typically compensates other affiliated advisers out of the advisory fees it receives from the relevant fund. In addition, as described above, the Adviser recommends and invests certain funds in JPMorgan Affiliated Funds. The Adviser generally does not charge dual level fees as described in Item 5.E.
The Adviser has relationships that are material to its investment management business with the following affiliated investment advisers: JF Asset Management Limited, JPMorgan Asset Management (Japan) Limited, JPMorgan Asset Management (UK) Limited, and J.P. Morgan Investment Management Inc... Some of these affiliated investment advisers are also CPOs or CTAs.
Insurance Company JPMorgan Life Limited offers unit-linked life funds to UK pension schemes. These life funds invest in the products offered by the Adviser.
Banking or Thrift Institution JPMorgan Chase & Co., the Adviser’s parent company is a public company that is a bank holding company registered with the Board of Governors of the Federal Reserve System (the “Federal Reserve”). JPMorgan Chase & Co. is subject to supervision and regulation by the Federal Reserve and is subject to certain restrictions imposed by the BHCA and related regulations. For a more complete discussion of the BHCA's restrictions that may apply to the Adviser’s activities please refer to Item 8. B. Material, Significant, or Unusual Risks Relating to Investment Strategies - General Portfolio Risks - Regulatory Risk.
JPMorgan Chase Bank, N.A. (“JPMCB”) is a national banking association affiliated with the Adviser. JPMCB is subject to supervision and regulation by the U.S. Department of Treasury's Office of the Comptroller of the Currency. JPMCB provides investment management, trustee, custody, and other services to JPMFL Funds, JPMorgan Affiliated Funds and to institutional clients.
Certain functions, such as human resources, legal, compliance, IT, and risk management, are provided through JPMAM and/or JPMC as shared functions across all of its geographical entities.
Sponsor or Syndicator of Partnerships From time to time, the Adviser or its related persons act as a general partner, special limited partner of a limited partnership or managing member or special member of a limited liability company to which the Adviser serves as an adviser, sub-adviser or provides other services. The Adviser and related persons may solicit the Adviser’s clients to invest in such limited partnerships or limited liability companies, for which the Adviser or a related person may receive compensation.
Related persons of the Adviser may serve as a director of a U.S. or non-U.S. investment company or other corporate entity for which the Adviser may solicit clients to invest. For a list of such funds, please refer to Section 7.B of Schedule D in Form ADV Part 1A.

Additional Related Persons
Pricing and Trading Platforms PricingDirect Inc. ("PricingDirect") is an approved pricing vendor and an Affiliate of the Adviser. PricingDirect is used as a primary pricing source for emerging market debt securities or secondary pricing source for certain OTC derivatives and fixed income securities. PricingDirect has an evaluation methodology for certain fixed income securities and OTC derivatives that is widely relied upon within the financial services industry.
Valuations received by the Adviser from PricingDirect are the same as those provided to other affiliated and unaffiliated entities.
The Adviser utilizes established controls to oversee all pricing services, including those provided by affiliated and unaffiliated entities. Controls include ongoing and routine due diligence reviews of prices received from affiliated and unaffiliated sources.
Service Providers in Which the Adviser Holds an Interest JPMC owns interests in electronic communication networks and alternative trading systems (collectively “ECNs”), although these interests are not significant enough to cause the ECNs to be designated as an Affiliate of the Adviser. The Adviser from time to time executes client trades through ECNs in which JPMC holds an interest. In such cases, an Affiliate will be indirectly compensated proportionate to its ownership interest. The Adviser may also execute foreign currency transactions using ECNs in which an Affiliate may have an equity interest. As discussed in further detail in Item 12, the Adviser strives to ensure that transactions with Affiliates and related persons are subject to the Adviser’s duty of seeking best execution for its clients.

Considerations Relating to Information Held by the Adviser and Its Affiliates
JPMAM maintains various types of internal information barriers and other policies that are designed to prevent certain information from being shared or transmitted to other business units within JPMAM, WM, and within JPMC more broadly. The Adviser relies on these information barriers to protect the integrity of its investment process and to comply with fiduciary duties and regulatory obligations. The Adviser also relies upon these barriers to mitigate potential conflicts, to preserve confidential information and to prevent the inappropriate flow of material, non-public information (“MNPI”) and confidential information to and from the Adviser, to other public and private JPMC lines of business, and between the Adviser’s sub-lines of business. MNPI is information not generally disseminated to the public that a reasonable investor would likely consider important in making an investment decision. This information is received voluntarily and involuntarily and under varying circumstances, including, but not limited to, upon execution of a non-disclosure agreement, as a result of serving on the board of directors of a company, serving on ad hoc or official creditors' committees and participation in risk, advisory or other committees for various trading platforms, clearinghouses and other market infrastructure related entities and organizations. The Adviser’s information barriers include: (1) written policies and procedures to limit the sharing of MNPI and confidential information on a need to know basis only, and (2) various physical, technical and procedural controls to safeguard such information.
As a result of information barriers, the Adviser generally will not have access, or will have limited access, to information and personnel in other areas of JPMC, and generally will not manage the client accounts and funds with the benefit of information held by these other areas. As described above, information barriers also exist between certain businesses within the Adviser. There may be circumstances in which, as a result of information held by certain portfolio management teams, the Adviser limits an activity or transaction for certain client accounts or funds, including client accounts or funds managed by portfolio management teams other than the team holding such information.
For additional information regarding restrictions on trading on MNPI and potential related conflicts of interest, please see Item 11.A, Code of Ethics and Personal Trading and Item 11.B, Participation or Interest in Client Transactions and Other Conflicts of Interest.

D. Material Conflicts of Interest Relating to Other Investment Advisers
As described in Item 10.C above, with respect to certain funds, the Adviser delegates some of its functions as adviser to other affiliated advisers or is delegated functions by an affiliated adviser. The Adviser typically compensates other affiliated advisers out of the advisory fees or incentive compensation it receives from the relevant fund or client account or otherwise shares such advisory fees or incentive compensation with such affiliated advisers. In addition, the Adviser invests certain funds in certain JPMorgan Affiliated Funds managed by affiliated advisers. Please refer to Item 11.B, Participation or Interest in Client Transactions and Other Conflicts of Interest - Conflicts Relating to the Adviser's Recommendations or Allocations of Client Assets to JPMorgan Affiliated Funds and Sub-Advisory Relationships.
As described in Item 5, the Adviser generally does not charge dual level fees. Please refer to Item 5.E, Additional Compensation and Conflicts of Interest.
Certain JPMorgan Affiliated Funds and client accounts invest in Unaffiliated Funds for the limited purpose of gaining exposure to underlying funds that pursue a passive index strategy or for certain alternative investment strategies. See also Item 11.B, Participation or Interest in Client Transactions and Other Conflicts of Interest - Conflicts Relating to the Adviser's Recommendations or Allocations of Client Assets to JPMorgan Affiliated Funds and Item 5.E, Additional Compensation and Conflicts of Interest.
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Code of Ethics, Participation or Interest in Client Transactions and Personal Trading
A. Code of Ethics and Personal Trading
JPMFL and its registered investment adviser Affiliates have adopted the JPMAM Code of Ethics (the “Code of Ethics”) pursuant to Rule 204A-1 under the Advisers Act. The Code of Ethics is designed to ensure that JPMFL employees comply with applicable federal securities laws and place the interests of clients first in conducting personal securities transactions. The Code of Ethics imposes certain restrictions on securities transactions in the personal accounts of covered persons to help avoid or mitigate conflicts of interest, as described more fully below. A copy of the Code of Ethics is available free of charge to any client upon request by contacting your client service representative or financial adviser.
The Code of Ethics contains policies and procedures relating to:
•Account holding reports, personal trading, including reporting and pre-clearance requirements for all employees of the Adviser;
•Confidentiality obligations to clients set forth in the JPMC privacy notices;
•Employee conflicts of interest, which includes guidance relating to restrictions on trading on MNPI, gifts and entertainment, political and charitable contributions and outside business activities; and
•Escalation guidelines for reporting Code of Ethics violations.
In general, the personal trading rules under the Code of Ethics require that accounts of employees and associated persons be maintained with an approved broker and that all trades in reportable securities for such accounts be pre-cleared and monitored by Compliance personnel. The Code of Ethics also prohibits certain types of trading activity, such as short-term and speculative trades. Employees of the Adviser must obtain approval prior to engaging in all covered security transactions, including those issued in private placements. In addition, employees of the Adviser are not permitted to buy or sell securities issued by JPMC during certain periods throughout the year. Certain “Access Persons” (defined as persons with access to non-public information regarding the Adviser’s recommendations to clients, purchases, or sales of securities for client accounts and advised funds) are prohibited from executing personal trades in a security or similar instrument five business days before and after a client or fund managed by that Access Person transacts in that security or similar instrument. In addition, Access Persons are required to disclose household members, personal security transactions and holdings information. These disclosure obligations and restrictions are designed to mitigate conflicts of interest that may arise if Access Persons transact in the same securities as advisory clients.
Additionally, all JPMFL employees are subject to the JPMC firm-wide policies and procedures including those found in the JPMC Code of Conduct (the “Code of Conduct”). The Code of Conduct sets forth restrictions regarding confidential and proprietary information, information barriers, private investments, outside business activities and personal trading. All JPMC employees, including JPMFL employees, are required to familiarize themselves, comply, and attest annually to their compliance with provisions of the Code of Conduct’s terms as a condition of continued employment.
JPMorgan Funds Limited Form ADV | March 30, 2018 43
B. Participation or Interest in Client Transactions and Other Conflicts of Interest
JPMC Acting in Multiple Commercial Capacities
JPMC is a diversified financial services firm that provides a broad range of services and products to its clients and is a major participant in the global currency, equity, commodity, fixed-income and other markets in which JPMFL Funds invest or may invest. JPMC is typically entitled to compensation in connection with these activities and JPMFL Funds will not be entitled to any such compensation. In providing services and products to clients other than JPMFL Funds, JPMC, from time to time, faces conflicts of interest with respect to activities recommended to or performed for JPMFL Fund on one hand and for JPMC’s other clients on the other hand.
For example, JPMC has, and continues to seek to develop banking and other financial and advisory relationships with numerous U.S. and non-U.S. persons and governments. JPMC also advises and represents potential buyers and sellers of businesses worldwide. JPMFL Funds have invested in, or may wish to invest in, such entities represented by JPMC or with which JPMC has a banking, advisory or other financial relationship. In addition, certain clients of JPMC, including JPMFL Funds, may invest in entities in which JPMC holds an interest, including a JPMorgan Affiliated Fund. In providing services to its clients and as a participant in global markets, JPMC from time to time recommends or engages in activities that compete with or otherwise adversely affect a JPMFL Fund or its investments. It should be recognized that such relationships can preclude JPMFL Funds from engaging in certain transactions and can also restrict investment opportunities that may be otherwise available to JPMFL Funds. For example, JPMC is often engaged by companies as a financial adviser, or to provide financing or other services, in connection with commercial transactions that are potential investment opportunities for the Adviser's clients. There are circumstances in which advisory accounts are precluded from participating in such transactions as a result of JPMC’s engagement by such companies. JPMC reserves the right to act for these companies in such circumstances, notwithstanding the potential adverse effect on JPMFL Funds. In addition, JPMC derives ancillary benefits from providing investment advisory, custody, administration, prime brokerage, transfer agency, fund accounting and shareholder servicing and other services to JPMFL Funds, and providing such services to JPMFL Funds may enhance JPMC’s relationships with various parties, facilitate additional business development and enable JPMC to obtain additional business and generate additional revenue.
The following are descriptions of certain additional conflicts of interest and potential conflicts of interest that may be associated with the financial or other interests that the Adviser and JPMC may have in transactions effected by, with, or on behalf of its clients. In addition to the specific mitigants described further below, the Adviser has adopted policies and procedures reasonably designed to appropriately prevent, limit or mitigate conflicts of interest. In addition, many of the activities that create these conflicts of interest are limited and/ or prohibited by law, unless an exception is available. Any reference to a "client" of JPMFL in this Item 11.B shall be read to include JPMFL Funds.
JPMC Service Providers and Its Relationships with Issuers of Debt or Equity Instruments in Client Portfolios JPMC or the Adviser’s related persons may provide financial, consulting, investment banking, advisory, brokerage (including prime brokerage) and other services to, and receive customary compensation from, an issuer of equity or debt securities held by client accounts or funds managed by the Adviser or the portfolio companies in which such accounts or funds invest. Any fees or other compensation received by JPMC in connection with such activities will not be shared with the Adviser’s clients. Such compensation could include financial advisory fees, monitoring fees, adviser fees or fees in connection with restructurings or mergers and acquisitions, as well as underwriting or placement fees, financing or commitment fees, trustee fees and brokerage fees.
Client Participation in Offerings where JPMC acts as Underwriter or Placement Agent If permitted by a client’s investment objectives, and subject to compliance with applicable law, regulations and exemptions, the Adviser will purchase securities for client accounts during an underwriting or other offering of such securities in which a broker-dealer Affiliate of the Adviser acts as a manager, co-manager, underwriter or placement agent. The Adviser’s Affiliate typically receives a benefit in the form of management, underwriting or other fees. In addition, when a JPMC broker-dealer serves as underwriter in connection with an initial public offering of securities held in client accounts or funds managed by the Adviser, JPMC typically requires certain equity holders, including such client account or fund, to be subject to a lock-up period following the offering during which time such equity holders’ ability to sell any securities is restricted. This could restrict the Adviser’s ability to dispose of such securities at an opportune time and thereby adversely affect the relevant account or fund and their performance. Affiliates of the Adviser also act in other capacities in such offerings and such Affiliates will receive fees, compensation, or other benefit for such services. The commercial relationships and activities of the Adviser’s Affiliate may at times indirectly preclude the Adviser from engaging in certain transactions on behalf of its clients and constrain the investment flexibility of client portfolios. For example, when the Adviser’s Affiliate is the sole underwriter of an initial or secondary offering, the Adviser cannot purchase securities in the offering for its clients. In such case the universe of securities and counterparties available to the Adviser’s clients will be smaller than that available to clients of advisers that are not affiliated with major broker-dealers.
Client Participation in Structured Fixed Income Offerings in which an Affiliate is a Service Provider In addition, the Adviser may, subject to applicable law, participate in structured fixed income offerings of securities in which an Affiliate, acting on behalf of an issuer serves as trustee, depositor, originator, service agent or other service provider, and receives fees for such service. For example, JPMC from time to time acts as the originator of loans or receivables for the structured fixed income offerings in which the Adviser may invest for clients. In transactions where the Affiliate has agreed to hold or acquire unsold securities in an offering, participations by client accounts will relieve the Affiliate of such obligation.
Funds Use Service Providers Affiliated with JPMC JPMC faces conflicts of interest when certain JPMorgan Affiliated Funds select service providers affiliated with JPMC because JPMC receives greater overall fees when they are used. Affiliates provide investment advisory, custody, administration, fund accounting and shareholder servicing services to certain JPMorgan Affiliated Funds for which they are compensated by such funds. In addition, certain Unaffiliated Funds in which the Adviser invests on behalf of its clients, in the normal course of their operations, may engage in ordinary market transactions with JPMC, or may have entered into service contracts or arrangements with JPMC. For example, the Adviser may allocate client assets to an Unaffiliated Fund that trades OTC derivatives with JPMC. Similarly, JPMC provides custodial, brokerage, administrative services or other services to Unaffiliated Funds in which the Adviser invests on behalf of its clients. These relationships could potentially influence the Adviser in deciding whether to select such funds for its clients or recommend such funds to its clients.
Conflicts Related to Advisers and Service Providers Certain service providers to clients and funds managed by the Adviser (including investment advisers, accountants, administrators, lenders, bankers, brokers, attorneys, consultants and investment or commercial banking firms) provide goods or services to, or have business, personal, financial or other relations with JPMC and/or the Adviser, their Affiliates, advisory clients and portfolio companies. Such advisers and service providers may be clients of JPMC and the Adviser, sources of investment opportunities, co-investors or commercial counterparties or entities in which JPMC has an investment. Additionally, certain employees of JPMC or the Adviser could have family members or relatives employed by such advisers and service providers. These relationships could have the appearance of affecting or potentially influencing the Adviser in deciding whether to select or recommend such advisers or service providers to perform services for its clients or investments held by such clients (the cost of which will generally be borne directly or indirectly by such clients).
In addition, JPMC has entered into arrangements with service providers that include fee discounts for services rendered to JPMC. For example, certain law firms retained by JPMC discount their legal fees based upon the type and volume of services provided to JPMC. The cost of legal services paid by the Adviser’s clients is separately negotiated and is not included in the negotiation or calculation of the JPMC rate and, as a result, the fees that are charged to the clients typically reflect higher billing rates. In the event that legal services are provided jointly to JPMC and a client with respect to a particular matter, the client and JPMC will each bear their pro-rata share of the cost of such services which may reflect the JPMC discount or a higher rate, depending on the facts and circumstances of the particular engagement.
Clients’ Investments in Affiliated Companies Subject to applicable law, from time to time the Adviser invests in fixed income or equity instruments or other securities that represent a direct or indirect interest in securities of JPMC, including JPMC stock. The Adviser will receive advisory fees on the portion of client holdings invested in such instruments or other securities and may be entitled to vote or otherwise exercise rights and take actions with respect to such instruments or other securities on behalf of its clients. Generally, such activity occurs when a client account includes an index or enhanced index strategy that targets the returns of certain indices in which JPMC securities are a key component. The Adviser has implemented guidelines for rebalancing a client’s portfolio when it involves the purchase or sale of the securities of the Adviser or one of its Affiliates and minimizes the level of investment in securities of the Adviser and its Affiliates. In addition, the Adviser utilizes a third-party proxy voting firm to vote shares of the securities of JPMC that are held in a client's account.
Clients’ direct or indirect investments in the securities, secured loans or other obligations of companies affiliated with JPMC or in which the Adviser or the Adviser's other clients have an equity, debt or other interest may result in other clients of the Adviser, the Adviser or its Affiliates being relieved of obligations. For example, a client account may acquire securities or indebtedness of a company affiliated with JPMC directly or indirectly through syndicate or secondary market purchases, or may make a loan to, or purchase securities from, a company that uses the proceeds to repay loans made by JPMC. The purchase, holding and sale of investments by the Adviser on behalf of its clients are beneficial to JPMC’s own investments in and its activities with respect to such companies.
Investment Opportunities Sourced by JPMC From time to time, JPMC's investment banking and private banking professionals introduce to the Adviser a potential transaction (such as interests in loans or equity related to real estate, infrastructure, transportation or other real assets) involving the sale or purchase of private securities, real estate, infrastructure or transportation investments that may be suitable for a private investment fund or client account managed by the Adviser. If such fund or account pursues the resulting transaction, JPMC will have a conflict in its representation of the Adviser's client over the price and terms of the fund's investment or disposal. In addition, JPMC could provide investment banking services to competitors of the Adviser's clients with respect to the prospective or existing investments held by such clients or with respect to certain investments that the Adviser's client is considering, or is in the process of acquiring. Such activities will present JPMC with a conflict of interest vis-à-vis the Adviser's client's investment and may also result in a conflict with respect to the allocation of resources to those entities.
Restrictions Relating to JPMC Directorships/Affiliations Additionally, from time to time, directors, officers and employees of JPMC, serve on the board of directors or hold another senior position with a corporation, investment fund manager or other institution which may desire to sell an investment to, acquire an investment from or otherwise engage in a transaction with, the Adviser’s clients. The presence of such persons in such circumstances may require the relevant person to recuse himself or herself from participating in the transaction, or cause the Adviser, corporation, investment fund manager or other institution to determine that it (or its client) is unable to pursue the transaction because of a potential conflict of interest. In such cases, the investment opportunities available to the Adviser's clients and the ability of such clients to engage in transactions or retain certain investments or assets will be limited.
In connection with investments on behalf of funds or clients, the Adviser may receive representation on an Unaffiliated Fund or portfolio company’s board of directors, advisory committee or another similar group, and may participate in general operating activities. Applicable securities laws and internal policies of the Adviser could limit the ability of employees of the Adviser to serve on such boards or committees. If employees of the Adviser serve on a board or committee of an Unaffiliated Fund or portfolio company, such persons may have conflicts of interest in their duties as members of such board or committee and as employees of the Adviser. In addition, such persons and such funds or clients will likely be subject to certain investment and trading limitations if such persons receive MNPI in connection with serving on such boards or committees.
JPMC Interfund and Lending Activities; Securities Lending JPMorgan Affiliated Funds have a line of credit from JPMCB (the “Credit Facility”), which may be used to help the funds meet unexpected large redemptions or cash shortfalls. JPMC faces conflicts of interest with respect to the Credit Facility, which could harm the borrowing fund if JPMC favors its interest over those of the fund. In addition, a fund managed by the Adviser may engage in securities lending transactions. The Adviser faces a conflict of interest when JPMC operates as a service provider in the securities lending transaction or otherwise receives compensation as part of the securities lending activities.
Principal Transactions, Cross and Agency Cross Transactions When permitted by applicable law and the Adviser’s policy, the Adviser, acting on behalf of its advisory accounts, has the ability to enter into transactions in securities and other instruments with or through JPMC, and causes accounts to engage in principal transactions, cross transactions, and agency cross transactions.
A “principal transaction” occurs if the Adviser, acting on behalf of its advisory accounts, knowingly buys a security from, or sells a security to, the Adviser’s or its Affiliate's own account.
A “cross transaction” occurs when the Adviser arranges a transaction between different advisory clients where they buy and sell securities or other instruments from, or to each other. For example, in some instances a security to be sold by one client account may independently be considered appropriate for purchase by another client account. In such cases, the Adviser may, but is not required, to cause the security to be “crossed” or transferred directly between the relevant accounts at an independently determined market price and without incurring brokerage commissions, although customary custodian fees and transfer fees may be incurred, no part of which will be received by the Adviser.
An “agency cross transaction” occurs if JPMC acts as broker for, and receives a commission from a client account of the Adviser on one side of the transaction and a brokerage account on the other side of the transaction in connection with the purchase or sale of securities by the Adviser’s client account. The Adviser faces potentially conflicting division of loyalties and responsibilities to the parties in such transactions, including with respect to a decision to enter into such transactions as well as with respect to valuation, pricing and other terms. No such transactions will be effected unless the Adviser determines that the transaction is in the best interest of each client account and permitted by applicable law.
The Adviser has developed policies and procedures in relation to such transactions and conflicts. In the case of funds or certain other advisory accounts, consent may be granted by a governing body or a committee of investors or independent persons acting for an advisory account, in which case other investors will not have the opportunity to provide or withhold consent to the proposed transaction. Where a registered investment company participates in a cross trade, the Adviser will comply with procedures adopted pursuant to Rule 17a‑7 under the 1940 Act and related regulatory authority.
Futures Execution and/or Clearing with Adviser’s Related Person The Adviser’s related persons provide futures execution and/or clearing services for a fee. The Adviser uses a related person as futures clearing agent for certain institutional accounts that specifically direct the Adviser to do so. In these cases, the Adviser or related person acts in a fiduciary capacity, and the other related person will receive consideration for services rendered. Please see Item 12.A.3 for additional information regarding conflicts of interest associated with directed brokerage.

Proprietary Investments by the Adviser and/or its Related Persons
Proprietary Investments - Initial Funding In the ordinary course of business, and subject to compliance with applicable regulations, the Adviser or its related persons from time to time provide the initial funding (“JPMC Seed Capital”) necessary to establish new funds for developing new investment strategies and products. These funds may be in the form of registered investment companies, private funds such as partnerships, limited liability companies and may invest in the same securities as other client accounts. The JPMC Seed Capital in any such seeded fund can be redeemed at any time generally without notice as permitted by the governing documentation of such funds and applicable regulations. Due to the requirements of the Volcker Rule, JPMC Seed Capital is generally required to be withdrawn within a period of one to three years following launch of a fund (See Item 8. B, Regulatory Risk). A large redemption of shares by the Adviser or its related persons could result in the fund selling securities when it otherwise would not have done so, accelerating the realization of capital gains and increasing transaction costs. A large redemption could significantly reduce the assets of a fund, causing a higher expense ratio and decreased liquidity. From time to time, the Adviser uses derivatives to hedge all or a portion of these seed capital investments. JPMC Seed Capital may also subject a fund to additional regulatory restrictions, including FINRA 5130. For example, seeded funds may be precluded from buying or selling certain securities, including IPOs. Where permitted these funds and accounts may, and frequently do, invest in the same securities as other funds and client accounts managed by the Adviser. The Adviser's policy is to treat seeded funds and accounts in the same manner as other funds and client accounts for purposes of order aggregation and allocation.
Proprietary Investments - Employees’ Investments in JPM Private Funds Certain of the Adviser's employees, and investment vehicles formed to facilitate investments by the Adviser’s employees, are permitted to invest directly or indirectly in pooled vehicles managed by the Adviser and they may benefit from the investment performance of those pooled vehicles. Employees’ investments in private placements or other securities must be pre-cleared. AM Compliance is responsible for reviewing these pre- clearance requests and monitoring the activities of employees holding such positions for conformity with JPMFL policies.
The Volcker Rule prohibits or limits the ability of the Adviser and its related persons to engage in certain of these activities. For a more complete discussion of the Volcker Rule's restrictions please refer to Item 8.B.: Regulatory Risk.
Investments in Direct Private Equity Offerings The Adviser on behalf of its funds may invest in direct private equity offerings which involve the Adviser's related persons who are participants in the offering or who provide services to or receive services from the issuer or other parties in the offering. Clients of the Adviser will from time to time participate in the same offering as related persons. This participation may be at the same price or a higher or lower price as the related persons and related persons may sell their equity position prior to or after the Adviser's clients at a higher price or lower price than the Adviser’s clients. In addition, a conflict of interest exists when the Adviser and the Adviser’s clients invest in different instruments or classes of securities than related persons an as described below in “Investments in Different Parts of an Issuer’s Capital Structure”. To identify and mitigate potential conflicts of interest arising from such activities, the Adviser has created a process for direct investing which includes a review with JPMC's conflicts office.

Conflicts Relating to the Adviser’s Recommendations or Allocations of Client Assets to JPMorgan
Affiliated Funds
When selecting any underlying funds for client funds that it manages, the Adviser generally limits its selection to JPMorgan Affiliated Funds. With limited exceptions, the Adviser does not consider or canvass the universe of Unaffiliated Funds available, even though there may be Unaffiliated Funds that may be more appropriate for the funds or that have superior historical returns. Certain JPMorgan Affiliated Funds and client accounts invest in Unaffiliated Funds for the limited purpose of gaining exposure to underlying funds that pursue a passive index strategy that are not available through JPMAM or for certain alternative investment strategies.
The Adviser has a conflict of interest to the extent that it recommends or invests funds in JPMorgan Affiliated Funds because the Adviser and /or its Affiliates may benefit from increased allocations to the JPMorgan Affiliated Funds, and certain Affiliates of the Adviser may receive distribution, placement, administration, custody, trust services or other fees for services provided to such funds.
The Adviser has an incentive to allocate assets of a JPMFL Fund to new JPMorgan Affiliated Funds to help such funds develop new investment strategies and products. The Adviser could have an incentive to allocate assets of a JPMFL Funds to an underlying JPMorgan Affiliated Fund that is small, pays higher fees to the Adviser or its Affiliates or to which the Adviser or its Affiliates provided seed capital. In addition, the Adviser could have an incentive not to withdraw a JPMFL Fund’s investment from an underlying JPMorgan Affiliated Fund in order to avoid or delay the withdrawal’s adverse impact on the fund. Certain JPMorgan Affiliated Funds, including funds-of-funds and certain accounts managed by the Adviser or its Affiliates have significant ownership in certain JPMorgan Affiliated Funds. The Adviser and its Affiliates face conflicts of interest when considering the effect of redemptions on such funds and on other unitholders in deciding whether and when to redeem its units. A large redemption of units by a fund-of-funds or by the Adviser acting on behalf of its fund clients could result in the underlying JPMorgan Affiliated Fund selling securities when it otherwise would not have done so, and increasing transaction costs. A large redemption could also significantly reduce the assets of the underlying fund, causing decreased liquidity and, depending on any applicable expense caps, a higher expense ratio or liquidation of the fund. The Adviser has policies and controls in place to govern and monitor its activities and processes for identifying and managing conflicts of interest.
The portfolio managers of certain funds-of-funds managed by the Adviser have access to the holdings and may have knowledge of the investment strategies and techniques of certain underlying JPMorgan Affiliated Funds because they are portfolio managers of separately managed accounts following similar strategies as a JPMorgan Affiliated Fund. They therefore face conflicts of interest in the timing and amount of allocations to an underlying fund, as well as in the choice of an underlying fund.

Sub-Advisory Relationships
The Adviser engages affiliated and/or unaffiliated sub-advisers for certain investment vehicles. The Adviser typically compensates sub-advisers out of the advisory fees it receives from the vehicle, which creates an incentive for the Adviser to select sub-advisers with lower fee rates or to select affiliated sub-advisers. In addition, the sub-advisers have interests and relationships that create actual or potential conflicts of interest related to their management of the assets of such investment vehicle. Such conflicts of interest may be similar to, different from or supplement those conflicts described herein relating to JPMC and the Adviser.

JPMC’s Policies and Regulatory Restrictions Affecting Client Accounts and Funds
As part of a global financial services firm, the Adviser may be precluded from effecting or recommending transactions in certain client portfolios and may restrict its investment decisions and activities on behalf of its clients as a result of applicable law, regulatory requirements and/or other conflicts of interest, information held by the Adviser or JPMC, the Adviser’s and/or JPMC’s roles in connection with other clients and in the capital markets and JPMC’s internal policies and/or potential reputational risk. As a result, funds managed by the Adviser may be precluded from acquiring, or disposing of, certain securities or instruments at any time. This includes the securities issued by JPMC. However, with respect to voting proxies on behalf of the Adviser’s client funds, the Adviser, as a fiduciary, will vote proxies independently and in the best interests of its clients, as described in Item 17.
In addition, potential conflicts of interest also exist when JPMC maintains certain overall investment limitations on positions in securities or other financial instruments due to, among other things, investment restrictions imposed upon JPMC by law, regulation, contract or internal policies. These limitations have precluded and, in the future could preclude, certain funds managed by the Adviser from purchasing particular securities or financial instruments, even if the securities or financial instruments would otherwise meet the investment objectives of such funds. For example, there are limits on the aggregate amount of investments by affiliated investors in certain types of securities within a particular industry group that may not be exceeded without additional regulatory or corporate consent. There are also limits on aggregate positions in futures and options contracts held in accounts deemed owned or controlled by the Adviser and its Affiliates, including funds and client accounts managed by the Adviser and its Affiliates. If such aggregate ownership thresholds are reached, the ability of a client to purchase or dispose of investments, or exercise rights or undertake business transactions, will be restricted.
Potential conflicts of interest may also arise as a result of the Adviser’s current policy to endeavor to manage its client funds’ portfolios so that the various requirements and liabilities imposed pursuant to Section 16 of the Securities Exchange Act of 1934 (“Section 16” and the “Exchange Act”, respectively) are not triggered.
Section 16 applies, inter alia, to “beneficial owners” of 10% or more of any security subject to reporting under the Exchange Act. In addition to certain reporting requirements, Section 16 also imposes on such “beneficial owner” disgorgement requirement of “short-swing” profits deriving from purchase and sale or sale and purchase of the security, executed within a six-month period. The Adviser may be deemed to be a “beneficial owner” of securities held by its advisory clients. Consequently, and given the potential ownership level of the various Adviser’s accounts and funds managed for its clients, the Adviser may limit the amount of, or alter the timing, of purchases of securities, in order not to trigger the foregoing requirements. That means that certain contemplated transactions that otherwise would have been consummated by the Adviser on behalf of its clients may not take place, may be limited in their size or may be delayed.
The Adviser is not permitted to use MNPI in effecting purchases and sales in public securities transactions.
In the ordinary course of operations, certain businesses within the Adviser may seek access to MNPI. For instance, the Adviser’s syndicated loan and distressed debt strategies may utilize MNPI in purchasing loans and other debt instruments and from time to time, certain portfolio managers may be offered the opportunity on behalf of applicable clients to participate on a creditors committee, which participation may provide access to MNPI. The intentional acquisition of MNPI may give rise to a potential conflict of interest since the Adviser may be prohibited from rendering investment advice to clients regarding the public securities of such issuer and thereby potentially limiting the universe of public securities that the Adviser may purchase or potentially limiting the Adviser’s ability to sell such securities. Similarly, where the Adviser declines access to (or otherwise does not receive or share within the Firm) MNPI regarding an issuer, the Adviser may base its investment decisions with respect to assets of such issuer solely on public information, thereby limiting the amount of information available to the Adviser in connection with such investment decisions. In determining whether or not to elect to receive MNPI, the Adviser will endeavor to act fairly to its clients as a whole.
Furthermore, the Adviser has adopted policies and procedures reasonably designed to ensure compliance generally with economic and trade sanctions-related obligations applicable directly to its activities (although such obligations are not necessarily the same obligations that its clients may be subject to). Such economic and trade sanctions prohibit, among other things, transactions with and the provision of services to, directly or indirectly, certain countries, territories, entities and individuals. These economic and trade sanctions, and the application by the Adviser of its compliance policies and procedures in respect thereof, may restrict or limit an advisory account’s investment activities. In addition, JPMC from time to time subscribes to or otherwise elects to become subject to investment policies on a firm-wide basis, including policies relating to environmental, social and corporate governance. The Adviser may also limit transactions and activities for reputational or other reasons, including when JPMC is providing (or may provide) advice or services to an entity involved in such activity or transaction, when JPMC or a client is or may be engaged in the same or a related activity or transaction to that being considered on behalf of the advisory account, when JPMC or another account has an interest in an entity involved in such activity or transaction, or when such activity or transaction on behalf of or in respect of the advisory account could affect JPMC, the Adviser, their clients or their activities. JPMC may become subject to additional restrictions on its business activities that could have an impact on the Adviser’s client accounts activities. In addition, the Adviser may restrict its investment decisions and activities on behalf of particular advisory accounts and not other accounts.

Conflicts Related to the Use of Index Products
The Adviser or one of its Affiliates may develop or own and operate stock market and other indices based on investment and trading strategies developed by the Adviser or its Affiliates or assist unaffiliated entities in creating indices that are tracked by certain ETFs utilized by the Adviser. Some of the ETFs advised by JPMAM (the "JPMorgan ETFs”) seek to track the performance of these indices. In addition, JPMAM may manage client accounts which track the same indices used by the JPMorgan ETFs or which may be based on the same, or substantially similar, strategies that are used in the operation of the indices and the JPMorgan ETFs. The operation of the indices, the JPMorgan ETFs and client accounts in this manner may give rise to potential conflicts of interest. For example, client accounts that track the same indices used by the JPMorgan ETFs may engage in purchases and sales of securities relating to index changes prior to the implementation of index updates or the time as of which the JPMorgan ETFs engage in similar transactions because the client accounts may be managed and rebalanced on an ongoing basis, whereas the JPMorgan ETFs’ portfolios are only rebalanced on a periodic basis corresponding with the rebalancing of an index.
These differences may result in the client accounts having more favorable performance relative to that of the index and the JPMorgan ETFs or other client accounts that track the index. Furthermore, the Adviser may, from time to time, manage client accounts that invest in these JPMorgan ETFs.
Other potential conflicts include the potential for unauthorized access to index information, allowing index changes that benefit the Adviser or other client accounts and not the investors in the JPMorgan ETFs. The Adviser has established certain information barriers and other policies to address the sharing of information between different businesses within JPMAM, including with respect to personnel responsible for coordinating the development and governance of the indices and those involved in decision-making for the ETFs. In addition, as described in Item 11, Code of Ethics, Participation or Interest in Client Transactions and Personal Trading, the Adviser has adopted a code of ethics.

Investing in Securities which the Adviser or a Related Person Has a Material Financial Interest
Recommendation or Investments in Securities that the Adviser or Its Related Persons may also Purchase or Sell The Adviser and its related persons may recommend or invest securities in on behalf of its clients that the Adviser and its related persons may also purchase or sell. As a result, positions taken by the Adviser and its related persons may be the same as or different from, or made contemporaneously or at different times than, positions taken for clients of the Adviser. As these situations involve actual or potential conflicts of interest, the Adviser has adopted policies and procedures relating to personal securities transactions, insider trading and other ethical considerations. These policies and procedures are intended to identify and mitigate actual and perceived conflicts of interest with clients and to resolve such conflicts appropriately if they do occur. The policies and procedures contain provisions regarding pre-clearance of employee trading, reporting requirements and supervisory procedures that are designed to address potential conflicts of interest with respect to the activities and relationships of related persons that might interfere or appear to interfere with making decisions in the best interest of clients, including the prevention of front-running. In addition, the Adviser has implemented monitoring systems designed to ensure compliance with these policies and procedures.
JPMC’s Proprietary Investments The Adviser, JPMC, and any of their directors, partners, officers, agents or employees, also buy, sell, or trade securities for their own accounts or the proprietary accounts of the Adviser and/or JPMC. The Adviser and/or JPMC, within their discretion, may make different investment decisions and take other actions with respect to their proprietary accounts than those made for client accounts, including the timing or nature of such investment decisions or actions. The proprietary activities, investments or portfolio strategies of the Adviser and/or JPMC give rise to a conflict of interest with the transactions and strategies employed by the Adviser on behalf of its clients and affect the prices and availability of the investment opportunities in which the Adviser invests on behalf of its clients. Further, the Adviser is not required to purchase or sell for any client account securities that it, JPMC, and any of their employees, principals, or agents may purchase or sell for their own accounts or the proprietary accounts of the Adviser, or JPMC. The Adviser, JPMC, and their respective directors, officers and employees face a conflict of interest as they will have income or other incentives to favor their own accounts or the proprietary accounts of the Adviser or JPMC.

Conflicts Related to the Advising of Multiple Accounts
Certain portfolio managers of JPMAM may manage multiple client accounts or investment vehicles. These portfolio managers are not required to devote all or any specific portion of their working time to the affairs of any specific clients. Conflicts of interest do arise in allocating management time, services or functions among such clients, including clients that may have the same or similar type of investment strategies. JPMAM addresses these conflicts by disclosing them to clients and through its supervision of portfolio managers and their teams. Responsibility for managing JPMAM’s client portfolios is organized according to investment strategies within asset classes. Generally, client portfolios with similar strategies are managed by portfolio managers in the same portfolio management group using the same or similar objectives, approach and philosophy. Therefore, portfolio holdings, relative position sizes, industry and sector exposures generally tend to be similar across client portfolios with similar strategies. However, JPMAM faces conflicts of interest when JPMAM’s portfolio managers manage accounts with similar investment objectives and strategies. For example, investment opportunities that may potentially be appropriate for certain clients may also be appropriate for other groups of clients, and as a result client accounts may have to compete for positions.
There is no specific limit on the number of accounts which may be managed or advised by Adviser or its related persons. Once held by a client, certain investments compete with other investments held by other clients of the Adviser. The conflict associated with managing assets on behalf of different clients that compete with each other are heightened when the Adviser retains certain management, control or consent rights over such assets, as in the case with managing real estate assets. JPMFL has controls in place to monitor and mitigate these potential conflicts of interest. See Allocation and Aggregation below for further details on this subject.
Conflicts of Interest Created by Contemporaneous Trading Positions taken by a certain client account may also dilute or otherwise negatively affect the values, prices or investment strategies associated with positions held by a different client account. For example, this may occur when investment decisions for one client are based on research or other information that is also used to support portfolio decisions by JPMAM for a different client following different investment strategies. When a portfolio decision or strategy is implemented for an account ahead of, or contemporaneously with, similar portfolio decisions or strategies for JPMAM’s other client (whether or not the portfolio decisions emanate from the same research analysis or other information), market impact, liquidity constraints, or other factors could result in one account being disadvantaged or receiving less favorable investment results than the other account, and the costs of implementing such portfolio decisions or strategies could be increased.
In addition, it may be perceived as a conflict of interest when activity in one account closely correlates with the activity in a similar account, such as when a purchase by one account increases the value of the same securities previously purchased by another account, or when a sale in one account lowers the sale price received in a sale by a second account. Furthermore, if the Adviser manages accounts that engage in short sales of securities in which other accounts invest, the Adviser could be seen as harming the performance of one account for the benefit of the account engaging in short sales if the short sales cause the market value of the securities to fall. Also, certain private funds managed by the Adviser or its Affiliates hold exclusivity rights to certain investments and therefore, other clients are prohibited from pursuing such investment opportunities.
Investments in Different Parts of an Issuer’s Capital Structure A conflict could arise when JPMC or one or more client accounts invest in different instruments or classes of securities of the same issuer than those in which other clients invest. In certain circumstances, JPMC or one or more client accounts that have different investment objectives could pursue or enforce rights with respect to a particular issuer in which other clients of the Adviser or JPMC have also invested. These activities are adverse to the interests of such other clients, and transactions for a client account will be impaired or effected at prices or terms that are less favorable than would otherwise have been the case had a particular course of action with respect to the issuer of the securities not been pursued with respect to such other client account or JPMC. For example, if JPMC or a client of the Adviser holds debt instruments of an issuer and another client holds equity securities of the same issuer, and the issuer experiences financial or operational challenges, JPMC acting on behalf of itself or the client who holds the debt instrument may seek a liquidation of the issuer, whereas the other client who holds the equity securities may prefer a reorganization of the issuer. In addition, an issuer in which a client invests may use the proceeds of the client’s investment to refinance or reorganize its capital structure which could result in repayment of debt held by JPMC or another client. If the issuer performs poorly following such refinancing or reorganization, the client’s results will suffer whereas JPMC’s and/or the other client’s performance will not be affected because JPMC and the other client no longer have an investment in the issuer. Conflicts are magnified with respect to issuers that become insolvent. It is possible that in connection with an insolvency, bankruptcy, reorganization, or similar proceeding, a client will be limited (by applicable law, courts or otherwise) in the positions or actions it will be permitted to take due to other interests held or actions or positions taken by JPMC. In certain instances, personnel of JPMC may obtain information about an issuer that is material to the management of a client account and that will at times limit the ability of personnel of the Adviser to buy or sell securities of the issuer on behalf of a client. The results of the investment activities for a client's account may differ, at times significantly, from the results achieved by JPMC or by the Adviser for other client accounts.
Conflicts Related to Allocation and Aggregation Potential conflicts of interest also arise involving both the aggregation of trade orders and allocation of securities transactions or investment opportunities. Allocations of aggregated trades, particularly trade orders that were only partially filled due to limited availability, and allocation of investment opportunities raise a potential conflict of interest because JPMAM has an incentive to allocate trades or investment opportunities to certain accounts or funds. For example, JPMAM has an incentive to cause accounts it manages to participate in an offering where such participation could increase JPMAM’s overall allocation of securities in that offering. In addition, JPMAM may receive more compensation from one account than it does from a similar account or may receive compensation based in part on the performance of one account, but not a similar account. This could incentivize JPMAM to allocate opportunities of limited availability to the account that generates more compensation for JPMAM.
JPMAM has established policies, procedures and practices to manage the conflicts described above.
JPMAM’s allocation and order aggregation practices are designed to achieve a fair and equitable allocation and execution of investment opportunities among its client accounts over time, and these practices are designed to comply with securities laws and other applicable regulations. See Item 12.B, Order Aggregation for a complete description of JPMAM's allocation and aggregation practices. In addition to the aforementioned policies, procedures and practices, JPMAM also monitors a variety of areas, including compliance with account guidelines, IPOs, new issue allocation decisions, and any material discrepancies in the performance of similar accounts.
Global Equities, GFICC, Global Liquidity and Beta Strategies The fairness of a given allocation depends on the facts and circumstances involved, including, the client’s investment criteria, account size, and the size of the order. Allocations are made in the good faith judgment of JPMAM(UK) so that fair and equitable allocation will occur over time. In determining whether an allocation is fair and equitable, JPMAM(UK) considers account specific factors such as, availability of cash, liquidity needs of the account, risk/return profile of the account, exposure to the security, sector, or industry and whether the account is participating in specialized strategies.
Generally, equity orders involving the same investment opportunity or managed by the same portfolio manager are aggregated and allocated across client accounts at average price, consistent with JPMAM’s obligation to obtain best execution for its clients. If an aggregated order is not fully executed, subject to the exceptions below, participating accounts will typically be systematically allocated their requested allotment on a pro-rata, average price basis.
Non-proportional allocations may occur across clients, including in fixed income securities due to the availability of multiple appropriate or substantially similar investments in fixed income strategies, as well as due to differences in benchmark factors, hedging strategies or other reasons. In addition, investment opportunities sourced by one portfolio management team may not be made available to clients managed by other portfolio management teams. For example, partially filled orders for fixed income securities cannot always be allocated on a pro-rata basis.
Allocations may be adjusted under certain circumstances, for example in situations where pro-rata allocations would result in de minimis positions or odd lots. Furthermore, some clients may not be eligible to participate in an IPO/new issue where, for example, the investment guidelines for an account prohibit IPOs/new issues, the account is a directed brokerage account, or the account is owned by persons restricted from participating in IPOs/new issues or other applicable laws or rules or prudent policies in any jurisdiction.
Private Equity Group Investments that are within the investment objectives of a client of the Private Equity Group are likely to be suitable for other clients of the Private Equity Group, and JPMAM will from time to time have a conflict in acting in the best interest of all clients in allocating investment opportunities. These include, among others, conflicts with respect to JPMAM having an incentive to allocate opportunities to: larger clients; clients with whom JPMAM would like to develop a new relationship; accounts for which the investment is also suitable where fees to JPMAM may be higher; affiliated clients; or clients that share a common consultant. To mitigate these potential conflicts, the Private Equity Group employs an investment allocation policy and process which seeks to provide all of its clients with fair and equitable access to private equity investments.
In many cases, this policy and process results in the pro-rata allocation of limited opportunities across clients, but in many other cases, the allocations reflect numerous other factors based upon the Private Equity Group’s good faith assessment of the best use of such limited opportunities relative to the objectives, limitations and requirements of each of its clients and applying a variety of factors.
The Private Equity Group’s allocation policy and process takes into account all relevant facts and circumstances for allocations of investments with constrained capacity, including the specific requirements, investment guidelines, objectives, size, geographical limitations, risk profile and capital available for investment of each client; diversification needs and prudent concentration levels, including exposure of the applicable client to a specific underlying portfolio fund and/or Sponsor; the ability to allocate the interests to more than one client; in the case of a fund investment, specific underlying fund investment objectives and restrictions, and the level of unfunded commitments of the applicable underlying fund; legal, tax, regulatory and contractual restrictions; potential conflicts of interest, including whether a client has an existing investment in the security in question or the issuer of such security and whether any “right of first refusal” or similar right exists with respect to a specific client; the nature of the investment opportunity, including minimum investment amounts and the source of the opportunity; rotation of allocations for clients that received a reduced or no allocation to a prior investment due to capacity constraints; and such other considerations as the Private Equity Group deems relevant in good faith. JPMAM seeks to treat all clients fairly and equitably in light of all factors relevant to managing investments on behalf of clients in private equity, and in some cases the application of such factors results in allocations in which a client of the Private Equity Group will not be afforded the chance to participate in attractive investment opportunities in which other clients are given the opportunity to participate, or in some cases will be allocated a smaller portion of an investment opportunity within the investment objectives of the client relative to other clients.
Global Real Estate Investments that are within the investment objectives of a client of the Adviser’s Global Real Estate group may be suitable for other clients or prospective clients of the group, and the Adviser will from time to time have a conflict in acting in the best interest of all clients in allocating investment opportunities. These include, among others, conflicts with respect to the Adviser having an incentive to allocate opportunities to: larger clients; clients with whom the Adviser would like to develop a new relationship; accounts for which the investment is also suitable where fees to the Adviser may be higher; affiliated clients or clients that share a common consultant. To mitigate these potential conflicts, the Adviser’s Global Real Estate group has developed an investment allocation policy and accompanying procedures that provide that it will allocate investment opportunities and make purchase and sale decisions among client accounts in a manner that it considers to be fair and equitable to all clients. These policies and procedures reflect numerous factors based upon the Adviser’s good faith assessment of the best use of such limited opportunities relative to the objectives, limitations and requirements of each of its clients and applying a variety of factors (including but not limited to, investment size, location, portfolio diversification and leverage targets). The Adviser seeks to treat all clients fairly and equitably in light of all factors relevant to managing investments on behalf of clients in real estate, and in some cases the application of such factors results in allocations to certain eligible Global Real Estate investment funds or accounts receive an allocation to the exclusion of others.
Global Infrastructure Investments that are within the investment objectives of a client of the Adviser’s Global Infrastructure group may be suitable for other clients or prospective clients of the group, and the Adviser will from time to time have a conflict in acting in the best interest of all clients in allocating investment opportunities. These include, among others, conflicts with respect to the Adviser having an incentive to allocate opportunities to: larger clients; clients with whom the Adviser would like to develop a new relationship; accounts for which the investment is also suitable where fees to the Adviser may be higher; affiliated clients or clients that share a common consultant. To mitigate these potential conflicts, the Adviser’s Global Infrastructure Group has developed an investment allocation policy and accompanying procedures that provide that it will allocate investment opportunities and make purchase and sale decisions among client accounts in a manner that it considers to be fair and equitable to all clients. These policies and procedures reflect numerous factors based upon the Adviser’s good faith assessment of the best use of such limited opportunities relative to the objectives, limitations and requirements of each of its clients and applying a variety of factors (including, but not limited to, investment size, location, portfolio diversification, legal, regulatory and political considerations, contractual constraints, timing constraints and ability to access financing). The Adviser seeks to treat all clients fairly and equitably in light of all factors relevant to managing investments on behalf of clients in infrastructure assets, and in some cases the application of such factors results in allocations to certain eligible Global Infrastructure funds or accounts receive an allocation to the exclusion of others.
Global Transportation Investments that are within the investment objectives of a client of the Adviser’s Global Transportation group may be suitable for other clients or prospective clients of the group, and JPMAM will from time to time have a conflict in acting in the best interest of all clients in allocating investment opportunities. These include, among others, conflicts with respect to JPMAM having an incentive to allocate opportunities to: larger clients; clients with whom JPMAM would like to develop a new relationship; accounts for which the investment is also suitable where fees to JPMAM may be higher; affiliated clients or clients that share a common consultant.
To mitigate these potential conflicts, JPMAM’s Global Transportation group has developed an investment allocation policy and accompanying procedures that provide that it will allocate investment opportunities and make purchase and sale decisions among client accounts in a manner that it considers to be fair and equitable to all clients. These policies and procedures reflect numerous factors based upon JPMAM’s good faith assessment of the best use of such limited opportunities relative to the objectives, limitations and requirements of each of its clients and applying a variety of factors (including, but not limited to, investment size, expected holding period, portfolio diversification and legal and contractual requirements regarding the transaction). JPMAM seeks to treat all clients fairly and equitably in light of all factors relevant to managing investments on behalf of clients in transportation assets, and in some cases the application of such factors results in allocations to certain eligible Global Transportation investment funds or accounts receive an allocation to the exclusion of others.
Conflicts Related to Private Fund Co-Investment Opportunities JPMAM also faces conflicts of interest when the amount of an investment opportunity available to a private fund exceeds the amount the private fund can invest and JPMAM decides to offer co-investment opportunities to other clients, including any strategic investors that have a significant financial and business relationship with JPMAM. JPMAM may have an incentive to offer such co-investment opportunities to such parties to maintain its existing relationship with such parties or to influence such parties’ decision to participate in other financial or business relationships. JPMAM at times will have the discretion to grant co-investment rights and to determine the terms of any co-investment by such private fund, and the terms on which such other co-investors invest could be substantially different, and potentially more favorable, than the terms on which such fund invests. Generally, co-investors will invest in a transaction either directly or through a co-investment vehicle alongside the fund. JPMAM may absorb certain expenses borne in connection with consummation of such co-investments, which typically includes costs associated with the establishment and operation of a co-investment vehicle or negotiations of joint venture agreements on behalf of such co-investors. However, JPMAM will not absorb similar expenses or costs incurred by the fund in connection with the portion of these co-investments being made by the fund and such expenses and costs will be treated as expenses of the fund. In certain instances, JPMAM may cause a private fund to invest on behalf of certain co-investors with a view to selling down a portion of such investment to the co-investors at a later time. The private fund may not receive compensati please register to get more info

A. Factors Considered in Selecting or Recommending Broker-Dealers for Client Transactions
JPMFL delegates most portfolio management to other JPMAM affiliates including the selection of broker- dealers for client transactions. The matters set out below relate to the policies and procedures in use by JPMAM entities performing investment advisory services.
JPMAM continually assesses the ability of trade execution venues to provide best execution for JPMAM’s client accounts on a consistent basis and in accordance with JPMAM’s best execution policies and procedures. In order to obtain best execution, JPMAM considers some or all of the following execution factors, depending on trade order, when selecting the most appropriate venue or counterparty:
•The size of the order relative to other orders in the same financial instrument
•The need to minimize the possible market impact
•Access to liquidity/natural order flow
•Whether or not the security is traded on exchange or over the counter
•The client mandate and client restrictions
•Overall evaluation of the counterparty from the Counterparty Risk Group
•Clearance and settlement reliability and capabilities
•Commissions rates and other costs
•Characteristics of the execution venue(s) to which the order can be directed
•Any other relevant factor When assessing the relative importance of these factors, JPMAM will also consider the characteristics of the client's account, the client's order, the financial instruments that are the subject of the order and the execution venues to which the order can be directed. In addition, JPMAM seeks to select brokers-dealers that meet its standard for creditworthiness as determined by the JPMAWM "Counterparty Risk Group." (as defined in Key Terms) Each order executed on behalf of a client account, will be unique in its characteristics since each trade order will be subject to prevailing market conditions, liquidity, investment strategy and investment guidelines at the time such order is executed. While the relative importance assigned to the execution factors will vary, generally JPMAM prioritizes price and cost factors (both explicit and implicit) in obtaining best execution.
However, there are instances where other factors take precedence. Such instances may include the following: trade costs are uniform or negligible across counterparties for fixed income products, speed of execution may be more important due to the nature of the order or a trade order is large in comparison to the liquidity of the relevant financial instrument in the market.
JPMAM is responsible for determining that the level of commission paid for each trade is reasonable in light of the service received. Commissions on brokerage transactions may be subject to negotiation. Negotiated commissions take into account the difficulty involved in execution, the extent of the broker’s commitment of its own capital (if any), the amount of capital involved in the transaction, and any other services offered by the broker.

1.Research and Other Soft Dollar Benefits
As of January 3, 2018, accounts considered in scope of the European Union’s Markets in Financial Instruments Directive II (‘MiFID II’), and as permitted by the ‘no-action’ relief issued by the SEC, no longer pay for third party research through equity trading commissions. These research costs are paid directly by JPMAM.
Trading commissions are not a feature of non-equity markets and costs are imposed through price spreads.
The inducement requirements within MiFID II cover both equity and non-equity markets and, therefore, JPMAM pays for broker-dealer research used by its GFICC business and does not pass the costs on to clients.
JPMAM has in place a global policy on the use of equity trading commissions which describes how JPMAM manages the use of equity trading commissions arising from the execution of transactions on behalf of its clients.] JPMAM requires that equity trading commissions incurred by clients for UK regulated business may only be used to pay for execution costs. In order to be considered as goods and services permitted to be paid using client commissions, they must be linked to the arranging and conclusion of a specific investment transaction (s) and they must be provided between the time of the decision and the time of the transaction(s).
Consequently, for example, post trade analysis does not constitute execution.
Permitted services related to execution include not only the execution of trades but also incidental functions that may include post-trade matching, exchange of messages among broker-dealers, custodians and institutions, and routing settlement instructions to custodian banks and broker-dealers' clearing agents.

2. Brokerage for Client Referrals
JPMAM does not select broker-dealers in order to receive client referrals. The factors used by JPMAM in selecting broker-dealers in order to execute trades are described above.
3. Directed Brokerage
JPMAM does not routinely recommend, request or require that clients direct JPMAM to execute transactions through a specified broker-dealer. However under certain conditions, JPMAM may accept written direction from a client to direct brokerage commissions from that client’s account to a specific broker(s), including an affiliate of JPMAM, in return for services provided by the broker to the client. Due to JPMAM’s overall objective in effecting client transactions consistent with its duty to achieve best execution, JPMAM generally will accept direction only with respect to a limited percentage of certain clients’ overall trades on a “best efforts” basis. Consequently, JPMAM generally will not enter client orders with a directed broker when a pending order with a different broker in the same security is the broker providing best execution. JPMAM reserves the right to decline directed brokerage instructions where it believes such trading direction could interfere with its fiduciary duties, or for other reasons, determined in JPMAM’s sole discretion. Under most circumstances, JPMAM will aggregate the client’s order with the open order and place the combined order with the broker providing best execution. Where client orders are directed, clients may experience sequencing delays in order to meet directed brokerage requests, which may impact JPMAM’s ability to achieve best execution on behalf of such clients. Clients may forgo benefits, such as volume discounts, that JPMAM may have obtained for its non-directed accounts in a combined order.
In certain circumstances an ETF creation / redemption unit may consist in whole or in part of cash, and Authorized Participants transacting in these units may request that related trades for the ETF’s portfolio securities be directed back to such Authorized Participant’s broker for execution.
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B. Order Aggregation
JPMFL delegates most portfolio management to other JPMAM affiliates including the execution of orders.
The matters set out below relate to the policies and procedures in use within JPMAM by those entities performing investment advisory services.
For equity and certain fixed income trading, JPMAM generally aggregates contemporaneous purchase or sale orders of the same security across multiple client accounts and funds, including affiliated and seeded funds (the “Participating Accounts”). Pursuant to JPMAM’s trade aggregation and allocation policies and procedures, JPMAM determines the appropriate facts and circumstances under which it will aggregate trade orders depending on the particular asset class, investment strategy or sub-strategy or type of security or instrument and timing of order flow and execution.
When Participating Accounts’ orders are aggregated, the orders will be placed with one or more broker- dealers or other counterparties for execution. When a bunched order or block trade is completely filled, JPMAM generally allocates the securities or other instruments purchased or the proceeds of any sale pro- rata among the Participating Accounts, based on such accounts’ relative size. Adjustments or changes may be made and allocations may be made on a basis other than pro-rata under certain circumstances such as to avoid odd lots or small allocations or to satisfy account cash flows or to comply with investment guidelines.
For example, when a pro-rata allocation of an IPO/New Issue would result in de minimis allocation relative to the size of a Participating Account, such allocation may be reallocated to other Participating Accounts.
However, as previously discussed in Item 11.B, Proprietary Investments by JPMAM and/or its Related Persons, Proprietary Investments - Initial Funding, seeded funds together with any other funds or accounts deemed ineligible pursuant to FINRA Rule 5130 are precluded from participating in IPOs and shall not be considered Participating Accounts for purposes of such IPO/New Issue transactions. In addition, if the order at a particular broker-dealer or other counterparty is filled at several different prices, through multiple trades, generally all Participating Accounts will receive the average price and pay the average commission, subject to odd lots, rounding, and market practice.
Exceptions to Order Aggregation JPMAM generally does not aggregate orders where aggregation is not appropriate or practicable from JPMAM’s operational or other perspectives or if doing so would not be appropriate in light of applicable regulatory considerations. For example, time zone differences, trading instructions, cash flows, separate trading desks or portfolio management processes may, among other factors, result in separate, non- aggregated trades.
For certain strategies (particularly private equity and fixed income, and, where applicable, real estate, infrastructure and transportation), JPMAM allocates orders based on a trade rotation process to determine which type of account is to be traded in which order. Under this process, each portfolio management team may determine the length of its trade rotation period and the sequencing schedule for different categories of clients within this period. For example, some portfolio management teams employ an account size based rotation where JPMAM’s larger Participating Accounts are traded alternately with JPMAM’s smaller Participating Account. Within a given trading period, the sequencing schedule establishes when and how frequently a given client category will trade first in the order of rotation.
JPMAM may be able to negotiate a better price and lower commission rate on aggregated trades than on trades that are not aggregated. However, JPMAM is not required to aggregate trades and when trade orders are not aggregated, the Participating Accounts will not benefit from a better price and lower commission rate or lower transaction cost that might have been available had the trades been aggregated.
JPMAM Affiliates JPMAM executes various trading strategies for certain clients simultaneously with the trading activities of other clients (including certain clients of JPMCB, affiliated investment advisers and other related persons).
These activities will be executed through JPMAM’s appropriate trading desk generally in accordance with JPMAM’s trading policies and procedures. Indications of interest for new issues will be aggregated for clients of JPMAM and certain clients of JPMCB, affiliated investment advisers and related persons, and will be allocated in a manner that is intended to be fair and equitable in accordance with JPMAM’s allocation policy.
As a result, JPMAM’s clients receive a smaller allotment of securities, including fewer shares of a new issue, where there is participation by clients of JPMCB, affiliated investment advisers and related persons in such securities.
In order to minimize potential execution costs arising from the market impact of trading the same securities, JPMAM may implement trade order volume controls. For purposes of achieving best execution in various investment sector markets, JPMAM will coordinate, as applicable, portfolio management and trading activities among clients of JPMAM and appropriate clients of related persons and of advisory affiliates that utilize JPMAM’s trading desk. Such activities will be executed through JPMAM’s appropriate trading desk in accordance with JPMAM’s current trading policies and procedures, including, but not limited to, trade allocations, securities of “new issues” as such term is defined under Rule 5130 of the Financial Industry Regulatory Authority or other international securities exchange, cross trading, directed brokerage and soft dollar/commission sharing activities. Indications of interest for new issue securities will be aggregated for clients of JPMAM and appropriate clients of advisory affiliates and related persons, who will receive a fair and equitable allocation of securities in accordance with JPMAM’s allocation policy.
In general, orders involving the same investment opportunity or managed by the same portfolio manager will be aggregated, consistent with JPMAM’s obligation to obtain best execution for its clients. If fully executed, participating accounts will be allocated their requested allotment on an average price basis. If partially executed, the order may be allocated on an average price basis among clients in the same proportions as the initial allocation.
As a result of JPMAM’s trading arrangements, JPMAM’s clients may receive fewer shares of a new issue of securities given the participation of clients of advisory affiliates and related persons in such “new issues”.
Allocations of aggregated trades, particularly trade orders that are only partially completed due to limited availability and allocation of investment opportunity generally, could raise a potential conflict of interest, as JPMAM may have an incentive to allocate securities that are expected to increase in value to favoured accounts.
JPMAM has allocation practices in place that are designed to reasonably promote fair and equitable allocations of investment opportunities among its client accounts over time and to promote compliance with applicable regulatory requirements. Such practices are designed to reasonably ensure that accounts are treated in a fair and equitable manner. In general, orders involving the same investment opportunity are aggregated throughout each trading day, consistent with JPMAM’s obligation to obtain best execution for its clients. Partially completed orders will generally be allocated among participating accounts on a prorated average price basis. No one account may be systematically favored over another in the allocation of trade orders. Similarly, accounts are to be treated in a non-preferential manner, such that allocations are not based upon the client, account performance, fee structure, or the portfolio manager.
With regard to equity securities, including public offerings that receive substantial interest and are frequently oversubscribed, partially completed orders generally will be allocated among participating accounts on a pro-rata average price basis, subject to certain limited exceptions. One such exception provides that if an allocation results in a de minimis allocation relative to the size of the account or its investment strategy, the allocation may be reallocated to other participating accounts. With respect to certain asset classes (e.g., cash and fixed income) and in certain other circumstances (e.g., participating accounts that have a dedicated, specialized investment strategy, such as small cap, high yield, emerging markets, or other specialized strategies) there may be an exception to pro-rata allocations as these situations may be given priority in the allocation process with respect to certain securities that are included in their investment mandate. Non-pro- rata allocations for money market instruments and fixed income securities are based upon a disciplined process for allocating securities with similar duration, credit quality, risk/return profiles and liquidity in the good faith judgment of JPMAM so that fair and equitable allocation will occur over time.
The similarity of guidelines and objectives for many accounts in combination with thin markets, price volatility or lack of liquidity in the market may require that a block order be filled in multiple executions extending over several days. To promote fair and equitable allocation over time each account is allocated shares on a pro- rata basis to their original order. In certain circumstances the partial fills of the order could result in a client receiving an allocation that is too small to justify fixed transaction costs and custody costs associated with being included in the transaction. In these circumstances the traders may exclude small orders until such time as 50% of the total order is complete. At this stage the small orders will be executed. Under this process smaller orders will lag in the early part of the order but will be 100% filled before the completion of the total order. In certain circumstances the trader may override the individual amounts which would be automatically allocated to each account.
Examples of these circumstances are where a limit order applies, or to avoid a mismatch with a contingent trade. JPMAM's policy regarding securities allocations requires portfolio managers to use reasonable judgment consistent with fiduciary duties to clients in making any non-pro rata allocations that are in the best interest of the affected clients. Trade allocations are reviewed by compliance on a post trade basis to ensure fair treatment and consistent application.

Trade Errors
Trade errors and other operational mistakes occasionally occur in connection with the Adviser’s management of funds and client accounts. The Adviser has developed policies and procedures that address the identification and correction of trade errors. Errors can result from a variety of situations including, situations involving portfolio management (e.g., inadvertent violation of investment restrictions) trading, processing or other functions (e.g., miscommunication of information, such as wrong number of shares, wrong price, wrong account, calling the transaction a buy rather than a sell and vice versa, etc.). The Adviser’s policies and procedures require that all errors affecting a client’s account be resolved promptly and fairly. Under certain circumstances, the Adviser may consider whether it is possible to adequately address an error through cancellation, correction, reallocation of losses and gains or other means. The intent of the policy is to restore a client account to the appropriate financial position considering all relevant circumstances surrounding the error.
The Adviser makes its determinations pursuant to its error policies on a case-by-case basis, in its discretion, based on factors it considers reasonable. Relevant facts and circumstances the Adviser may consider include, among others, the nature of the service being provided at the time of the incident, whether intervening causes, including the action or inaction of third parties, caused or contributed to the incident, specific applicable contractual and legal restrictions and standards of care, whether a client’s investment objective was contravened, the nature of a client’s investment program, whether a contractual guideline was violated, the nature and materiality of the relevant circumstances, and the materiality of any resulting losses.
The Adviser’s policies and procedures generally do not require perfect implementation of investment management decisions, trading, processing or other functions performed by the Adviser. Therefore, not all mistakes will be considered compensable to the client. Imperfections in the implementation of investment decisions, quantitative strategies, financial modeling, trade execution, cash movements, portfolio rebalancing, processing instructions or facilitation of securities settlement, imperfection in processing corporate actions, or imperfection in the generation of cash or holdings reports resulting in trade decisions may not constitute compensable errors, depending on the facts and circumstances. In addition, in managing accounts, the Adviser may establish non-public, formal or informal internal targets, or other parameters that may be used to manage risk, manage sub-advisers or otherwise guide decision-making, and a failure to adhere to such internal parameters will not be considered an error.
JPMorgan Funds LimitedForm ADV | March 31, 2019 62 please register to get more info

A. Frequency and Nature of Review of Client Accounts or Financial Plans
The Adviser and its Affiliates periodically review client accounts utilizing product-specific review processes.
Accordingly, account review differs across various product groups. JPMAM's portfolio managers are generally responsible for the daily management and review of the fund accounts under their supervision.
Where a product group conducts performance reviews of its portfolio managers’ accounts, the reviews examine compliance with funds’ investment objectives and fund guidelines, fund performance, and JPMAM's current investment processes and practices. For traditional asset classes, an account review is conducted by a team which includes the investment director, portfolio managers and individuals from other appropriate functional areas. The information in this Brochure does not include all the specific review features associated with each investment strategy or applicable to a particular client account. Clients are urged to ask questions regarding the Adviser’s review process applicable to a particular strategy or investment product.

B. Factors Prompting Review of Client Accounts Other than a Periodic Review
In addition to periodic reviews, JPMFL may perform reviews as it deems appropriate or otherwise required.
Additional reviews of client accounts may be triggered by client request, compliance monitoring, industry factors, market developments, statutory and regulatory changes and any issues that may have been identified with respect to a fund account. Events that trigger reviews of client accounts are generally directed to the attention of business management and investment executives covering relevant businesses and functions.

C. Content and Frequency of Account Reports to Clients
Fund reports and accounts are produced in accordance with the laws and regulations applicable to the relevant fund.
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A. Economic Benefits Received from Third-Parties for Providing Services to Clients
The Adviser does not receive economic benefits from someone who is not a client for providing investment advisory services to its clients.
As discussed in Item 11.B, however, the Adviser derives ancillary benefits from providing investment advisory services to clients. For example, allocating assets of a multi-manager portfolio to an unaffiliated investment adviser or allocating the assets of a fund-of-funds to a fund advised by an unaffiliated investment adviser may help the Adviser or its Affiliates enhance their relationships with the unaffiliated investment adviser or its Affiliates, facilitate additional business development and enable the Adviser and its Affiliates to obtain additional business and generate additional revenue. Please see Item 11.B - Participation or Interest in Client Transactions and Other Conflicts of Interest - JPMC Acting in Multiple Commercial Capacities.
The Code of Ethics, the Code of Conduct and other related policies and procedures adopted by the Adviser restrict the receipt of personal benefits by employees of the Adviser or its Affiliates in connection with the Adviser's business. Please see Item 11.A. Code of Ethics and Personal Trading.

B. Compensation to Non-Supervised Persons for Client Referrals
The Adviser directly or indirectly compensates affiliated and unaffiliated persons for client referrals in accordance with applicable laws, including Rule 206(4)-3 under the Advisers Act, when applicable. The compensation generally consists of a cash payment, computed as a percentage of the Adviser's fees. Such compensation is paid entirely out of amounts payable to the Adviser and therefore, does not result in any additional charges to the clients.
Additionally, the Adviser or its Affiliates also compensates JPMC employees for referring clients to the Adviser in accordance with applicable laws.
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JPMFL is not subject to Rule 206(4)-2 under the Advisers Act (the Custody Rule) because it has no U.S.
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As described in Item 4.B, the Adviser provides discretionary investment management services for JPMFL Funds. For discretionary mandates, the Adviser and the relevant fund execute an investment advisory agreement authorizing the Adviser to act on behalf of the account. Execution of such agreement authorizes the Adviser to supervise and direct the investment and reinvestment of assets in the fund’s account on the fund’s behalf and at the fund’s risk.
The Adviser’s discretionary authority may be limited by the terms of its written agreement with each fund.
These limitations might include objective and investment guidelines that the client establishes for the account.
For registered investment companies, the Adviser’s investment discretion may be limited by certain federal securities laws and tax laws that require diversification of investments and impose other limitations.
For an additional discussion of risks related to the Adviser’s discretionary authority, please refer to Item 6.
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A. Policies and Procedures Relating to Voting Client Securities
If the Adviser has been appointed as an investment manager, the fund may give the Adviser the authority to vote the proxies of the securities held in the fund’s portfolio. As a fiduciary, the Adviser must act in the best interest of the client with respect to proxy voting activities. To ensure that the proxies are voted in the best interests of its clients and to prevent material conflicts of interest, as described in Item 11, from affecting the manner in which proxies are voted, JPMAM has adopted a Proxy Voting Policy (the "Proxy Voting Policy") within the Adviser Compliance Program and detailed written proxy voting procedures (“Proxy Procedures”) pursuant to Rule 206(4)-6 of the Advisers Act. The Proxy Voting Policy and Proxy Procedures incorporate detailed guidelines (“Proxy Guidelines”) which address proxy voting with respect to a wide variety of topics including: shareholder voting rights, anti-takeover defenses, board structure, the election of directors, executive and director compensation, mergers and corporate restructuring and social and environmental issues. Because the regulatory framework and the business cultures vary from region to region, the Proxy Guidelines are customized for each region to take into account such variations with separate Proxy Guidelines covering the regions of (1) North America, (2) Europe, Middle East, Africa, Central America and South America, (3) Asia (ex Japan); and (4) Japan. The Proxy Guidelines have been developed and approved by the applicable Proxy Committee (as defined below) with the objective of encouraging corporate action that enhances shareholder value. Although for many matters the Proxy Guidelines specify the votes to be cast, for many others, the Proxy Guidelines contemplate case-by-case determinations. In addition, because proxy proposals and individual company facts and circumstances may vary, JPMAM may override the Proxy Guidelines if it reasonably believes it is in the fund’s best interest to do so. Clients may obtain a copy of JPMAM's Proxy Guidelines by contacting their client service representative or financial adviser or by visiting the JPMAM website. Clients may obtain a copy of JPMFL’s information about how the Adviser voted with respect to J.P. Morgan Funds, by visiting the JPMAM website.
Proxy Administrator and Proxy Committee To oversee and monitor the proxy voting process, JPMAM has established a Proxy Committee and appointed a Proxy Administrator in each global location where proxies are voted. The Proxy Administrator oversees the proxy voting process, monitors recommendations from Proxy Services (as defined below) and escalates issues to and confirms recommendations with the appropriate investment professionals of the Adviser. The Proxy Committee is composed of a representative of the Proxy Administrator, senior business officers of the Adviser and representatives of each of the AM Legal, Compliance and Risk Management departments. The Proxy Committee meets periodically to review and provide advice on general proxy-voting matters and specific voting issues, as well as to review and approve the Proxy Guidelines.
The Proxy Voting Process JPMAM’s investment professionals monitor the corporate actions of the companies held in their clients’ portfolios to determine how to vote individual proxies in accordance with the Proxy Procedures and Proxy Guidelines. To assist its investment professionals with proxy voting proposals, JPMAM may retain the services of a third-party proxy voting service (the “Proxy Service”). JPMAM will also retain the Proxy Service in situations where a material conflict of interest may exist. The Proxy Service may assist in the implementation and administration of certain proxy voting-related functions including operational, recordkeeping and reporting services. The Proxy Service also provides JPMAM with comprehensive analysis of proxy proposals as well as recommendations on how to vote each proposal that reflect the Proxy Service's application of JPMAM’s Proxy Guidelines to particular proxy issues. In situations where the Proxy Guidelines are silent or recommend a case-by-case analysis, the Proxy Administrator (as defined above) will forward the Proxy Service’s recommendations to JPMAM’s investment professionals who will determine if the recommendations should be accepted.
In certain limited instances, JPMAM may delegate its proxy voting authority to the Proxy Service in whole or in part in respect of certain securities held in index replication portfolios.
Mitigating Potential Conflicts To maintain the integrity and independence of JPMAM’s investment processes and decisions, including proxy voting decisions, and to protect JPMAM’s decisions from undue influence that could lead to a vote other than in the clients’ best interests, JPMC (including JPMFL) has adopted a policy pertaining to safeguarding information and established formal informational barriers. The information barriers include, where appropriate: computer firewalls; the establishment of separate legal entities; and the physical separation of employees from separate business divisions. The barriers are designed to limit influence and restrict the flow of information between JPMC’s securities, lending, investment banking and other divisions and JPMAM’s investment professionals and to mitigate potential conflicts of interest. Examples of material conflicts of interest that could arise include, without limitation, circumstances in which: (i) management of a JPMAM client or prospective client, distributor or prospective distributor of its investment management products, or critical vendor, is soliciting proxies and failure to vote in favor of management may harm JPMAM’s relationship with such company and materially impact JPMAM’s business; or (ii) a personal relationship between a JPMAM officer and management of a company or other proponent of a proxy proposal could impact JPMAM’s voting decisions.
Depending on the nature of the conflict of interest, JPMAM may elect to take one or more of the following measures, or other appropriate action:
•Removing certain Adviser personnel from the proxy voting process;
•”Walling off” personnel with knowledge of the conflict to ensure that such personnel do not influence the relevant proxy vote;
•Voting in accordance with the applicable Proxy Guidelines, if any, if the application of the Proxy Guidelines would objectively result in the casting of a proxy vote in a predetermined manner; or
•Deferring the vote to an independent voting service, if any, that will vote in accordance with its own recommendation. A conflict is deemed to exist when the proxy involves JPMC stock or J.P. Morgan Funds, or when the Proxy Administrator has actual knowledge that an Affiliate is an investment banker or investment bank, or rendered a fairness opinion with respect to the matter that is the subject of the proxy vote. When such conflicts are identified, the proxy will be voted by an independent third party either in accordance with the Proxy Guidelines or by the third-party using its own guidelines.
The resolution of all potential and actual material conflict issues will be documented to demonstrate that the Adviser acted in the best interests of its clients.

B. No Authority to Vote Client Securities and Client Receipt of Proxies
If a fund chooses not to delegate proxy voting authority to the Adviser, the right to vote securities is retained by the fund or other designated person. In such situations, the fund will generally receive proxies or other solicitations directly from the custodian or transfer agent. Clients may contact the Adviser if they have a question on a particular proxy voting matter or solicitation; however, the Adviser will not recommend how to vote where the Adviser lacks authority to do so.
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A. Balance Sheet
Pursuant to SEC instructions, the Adviser is not required to include its balance sheet as part of this Brochure.

B. Financial Conditions Likely to Impair Ability to Meet Contractual Commitments to Clients
The Adviser is not subject to any financial condition that is reasonably likely to impair its ability to meet contractual commitments to clients.

C. Bankruptcy Filings
The Adviser has not been the subject of a bankruptcy petition at any time during the past ten years.

Key Terms
Access Persons:means persons with access to non-public information regarding
the Adviser's recommendations to clients, purchases, or sales of securities for client accounts and advised funds.

Adviser:means JPMorgan Funds Limited.
Affiliate:means, with respect to any Person, any other Person that,
directly or indirectly, controls, is under common control with, or is controlled by that Person. For purposes of this definition, “control” (including the terms “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct and cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise.

AIFMD:means the European Commission Directive on Alternative
Investment Fund Managers.

BHCA:means the Bank Holding Company Act of 1956.
Brochure:means JPMFL’s Form ADV, Part 2A.
CFTC:means the U.S. Commodity Futures Trading Commission.
Code of Conduct:means the JPMC firm-wide policies and procedures that sets
forth restrictions regarding confidential and proprietary information, information barriers, private investments. outside business activities and personal trading.

Code of Ethics:means JPMAM Code of the Ethics, which is designed to
ensure that JPMFL employees comply with applicable federal securities laws and place the interests of clients first in conducting personal securities transactions.

CPO:means Commodity Pool Operator.
Credit Facility:means a line of credit issued by JPMCB.
CTA:means Commodity Trading Advisor.
Direct Investments:means direct investments in private equity portfolio companies.
Dodd-Frank:means the U.S. Dodd-Frank Wall Street Reform and Consumer
Protection Act of 2010, as amended.

ESG:means Environmental, Social and Governance solutions.
FCM:means Futures Commission Merchant.
Exchange Act:means the U.S. Securities Exchange Act of 1934, as amended.
FINRA:means the U.S. Financial Industry Regulatory Authority.
Fund Investments:means investments in third-party managed private equity
funds.

GFICC:means Global Fixed Income, Currency & Commodities.
IDR:means the Investment Director Review process implemented
by JPMFL that monitors accounts within the same strategy to ensure performance is consistent across accounts and that no one account is favored.

Interfund Lending:means abiding by internal guidelines and an exemptive order
from the SEC permitting a fund to borrow from another mutual fund managed by the Adviser.

JPMorgan ETF:means ETFs for which the Adviser acts as investment adviser.
JPMAM:means JPMorgan Asset Management, which is the marketing
name for the investment management business of JPMorgan Chase & Co.

JPMAWM Counterparty Risk
Group
means J.P. Morgan Asset & Wealth Management's risk group responsible for approving the counterparties with which JPMAM transacts on behalf of JPMorgan Affiliated Funds and separately managed accounts for products, including, but not limited to, securities and derivative transactions.

JPMC:means JPMorgan Chase & Co., a publicly traded company,
and its affiliates worldwide.

JPMCB:means JPMorgan Chase Bank, N.A.
JPMDS:means JPMorgan Distribution Services, Inc., an affiliated
broker-dealer of JPMFL that serves as a distributor of JPMorgan Funds.

JPMFL:means JPMorgan Funds Limited.
JPMFL Funds:means funds for which JPMFL has been appointed as
management company pursuant to UCITS and/or AIFMD regulations.

JPMII:means J.P. Morgan Institutional Investments Inc., an affiliated
broker-dealer of JPMFL used to facilitate the distribution of certain pooled investment funds.

JPMIM:means J.P. Morgan Investment Management Inc.
JPMC Seed Capital:means when the Adviser or related persons provide initial
funding necessary to establish a new fund.

JPMorgan Affiliated Funds:means mutual funds, exchange traded funds, collective
investment trusts, and other pooled investment vehicles managed by JPMFL and its affiliates.

JPMorgan Funds:means mutual funds or ETFs advised by JPMFL or its affiliates.
JPMS:means J.P. Morgan Securities LLC.
Legacy covered funds:means certain “legacy” investments in and relationships with
covered funds and foreign funds that were in place prior to December 31, 2013 that are not subject to the Volcker Rule.

LTA:means Luminex Trading & Analytics LLC, an SEC registered
broker-dealer and alternative trading system.

MAS:means Multi-Asset Solutions.
MNPI:means material non-public information.
Model Delivery Sponsor:means non-discretionary models delivered to Sponsors.
MRIC:means the Managed Reserves Investment Committee.
MRIPC:means the Managed Reserves Investment Policy Committee
that reviews portfolio positions on a monthly basis.

OECD:means the Organization for Economic Cooperation and
Development.

OMS:means JPMFL’s Order Management System for trading
workflow.

OPM:means an overlay portfolio manager.
OTC:means over-the-counter.
PEDM:means private equity distribution management.
PEM:means a public equity mandate.
Person:means, with respect to any Person, any other Person that,
directly or indirectly, controls, is under common control with, or is controlled by that Person. For purposes of this definition, “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct and cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise.

PricingDirect:means PricingDirect Inc., an approved pricing vendor and an
affiliate of the Adviser.

Proxy Administrator:oversees the proxy voting process, monitors recommendations
from Proxy Services and escalates issues to and confirms recommendations with the appropriate investment professionals of the Adviser.

Proxy Committee:meets periodically to review and provide advice on general
proxy matter and specific voting issues, as well as to review and approve the Proxy Guidelines.

Proxy Guidelines:means the detailed guidelines incorporated in the Proxy
Procedures, which address proxy voting with respect to a wide variety of topics including: shareholder voting rights, anti- takeover defenses, board structure, the election of directors, executive and director compensation, mergers and corporate restructuring and social and environmental issues.

Proxy Procedures:means the detailed written proxy voting procedures adopted by
JPMFL pursuant to Rule 206(4)-6 of the Advisers Act.

Proxy Service:means third-party proxy voting service.
Proxy Voting Policy:means the detailed written proxy voting policy adopted by
JPMFL pursuant to Rule 206(4)-6 of the Advisers Act.

Sponsor:a sponsor of a Wrap Fee Program sponsors, organizes, or
administers the program or selects, or provides advice to clients regarding the selection of, other investment advisers in the program.

Sponsors:means third parties and affiliates of JPMFL that sponsor wrap
fee programs.

QEPs:means certain highly accredited clients who participate in
commodity pools or open managed accounts known as Qualified Eligible Participants. The categories of persons who qualify as QEPs are listed in CFTC Regulation 4.7(a).

REIT:means real estate investment trust.
SEC:means the U.S. Securities and Exchange Commission.
Section 16:means Section 16 of the Securities Exchange Act of 1934.
SIFI:means a systemically important financial institution as
designated by the Financial Stability Oversight Council for supervision by the Federal Reserve.

SRO:means self-regulatory organization.
TAA:means the quantitative Tactical Asset Allocation models used
by the Adviser to capture the relative mispricings within and across global markets.

UCITS:European Directive for Undertakings for Collective Investment
in Transferable Securities.

Unaffiliated Funds:Investment vehicles managed by advisers who are not affiliated
with JPMFL.

Volcker Rule:refers to § 619 (12 U.S.C. § 1851) of the Dodd–Frank Wall
Street Reform and Consumer Protection Act.

Wrap Fee Programs:means an investment advisory program under which a client
pays a single, all-inclusive (or “wrap” or “bundled”) fee to the Sponsor for investment advisory services, custody services, and the execution of client transactions.
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