Advisory Business
A. General Description of Advisory Firm
J.P. Morgan Private Investments Inc. (“JPMPI”), a Delaware corporation, is a registered investment adviser
that provides advisory services to open-end and closed-end Registered Investment Companies (“RICs”)
under the Investment Company Act of 1940, as amended (the “1940 Act”); provides investment advice
and/or administrative functions for private investment funds organized as limited partnerships, limited
liability companies, or offshore companies (“Private Funds”); and provides discretionary and non-
discretionary investment management services in various wrap fee programs offered through an affiliate,
J.P. Morgan Securities LLC (“JPMS”). This Brochure describes the investment advisory services JPMPI
provides to RICs and the Private Funds. (For the purposes of this Brochure, such RICs and Private Funds
are collectively referred to as the “Funds.”)
JPMPI was incorporated on November 25, 1991. JPMPI is a wholly-owned subsidiary of J.P. Morgan Chase
& Co., which, together with its affiliates (collectively, “J.P. Morgan” or "JPMC"), is engaged in a large
number of financial businesses worldwide, including banking, asset management, securities brokerage,
and investment advisory services. As relevant to this Brochure, JPMPI is also affiliated with the following
entities, which are also affiliates of each other as well as J.P. Morgan: JPMS, J.P. Morgan Investment
Management Inc. (“JPMIM”) and J.P. Morgan Chase Bank, N.A. (“JPMCB”).
B. Description of Advisory Service
This Brochure describes the investment advisory services that JPMPI provides to the Funds. Where JPMPI
provides investment advisory services to a Fund, JPMPI deems the Fund, and not the investors in such
Fund, as its advisory client. The description of the Funds in this Brochure does not contain all of the
information a prospective investor should consider before investing in such Funds. A prospective investor
should carefully read the entire prospectus or other offering documents of a Fund before deciding whether
to invest in such Fund.
Investment Advisory Services to Private Funds
The Private Funds to which JPMPI provides investment advisory services include hedge funds (“Hedge
Funds”), private equity funds (“Private Equity Funds”) and certain private equity funds serving as conduit
vehicles (“Conduits”), and real estate funds (“Real Estate Funds”), each as described more fully below.
Hedge Funds
With respect to Hedge Funds (except the ISS Funds (defined below) and the insurance-dedicated funds
(“IDF”)), JPMPI identifies certain investment strategies and retains an unaffiliated sub-adviser to implement
such investment strategies through investments in underlying hedge funds advised by unaffiliated
investment advisers. In this capacity, JPMPI does not make day-to-day investment decisions.
In addition, JPMPI acts as sub-adviser and makes the investment decisions with respect to a series of IDFs.
A portion of the assets will be invested in hedge funds and other pooled investment vehicles advised by
affiliated and/or unaffiliated investment advisers across asset classes of equities, fixed income and
alternative investments. IDFs also may invest in separately managed accounts, funds of one, mutual funds,
exchange-traded funds (“ETFs”) or other pooled investment vehicles or derivatives, each of which can be
managed by, issued by, sponsored by, controlled by, advised by or otherwise affiliated with JPMPI, its
affiliates or a third-party.
Investment Strategy Selection Fund
JPMPI is the investment adviser for the Investment Strategy Selection Fund (“ISS Fund”), an investment
vehicle that offers equity and fixed income separately managed account strategies, including model delivery
strategies (“separately managed account strategies”), and mutual funds generally for non-U.S. persons
to invest in. JPMPI is responsible for determining which investment strategies that are available on J.P.
Morgan’s Private Bank platform will be offered through the ISS Fund and for determining the specific
mandate elections for each strategy investment. The investment strategies can be managed by affiliates
of JPMPI or unaffiliated advisers. JPMPI does not provide advice or recommendations on asset allocation.
It will be the responsibility of the client to determine the appropriate asset allocation and monitor for
deviations from its allocation targets in accordance with such client’s investment objectives and risk
tolerance.
Private Equity Funds and Conduits
JPMPI, as the investment adviser, provides advisory services to, and makes the investment decisions for
certain Private Equity Funds that invest in underlying funds including core private equity, growth equity and
venture capital, private credit and real asset funds (the “Vintage Funds”) and for certain other Private
Equity Funds that invest in underlying funds that have a sector-specific or other thematic focus (the
“Thematic Funds”). In each case, the underlying funds are advised by affiliated and/or unaffiliated
investment advisers. Certain Vintage and Thematic Funds may also participate in co-investment and
secondary investment opportunities (“opportunistic investments”) at the discretion of JPMPI. JPMPI also
acts as investment adviser to certain Private Equity Funds for which JPMIM acts as sub-adviser and for
which JPMIM, and not JPMPI, makes the investment decisions.
Certain Private Equity Funds are organized as Conduits where JPMPI is the investment adviser. Each
Conduit is a special purpose entity (typically, a Delaware limited liability company or a non-U.S. company
or limited partnership) formed for the sole purpose of aggregating investor assets into a single entity and
investing such assets into a designated underlying fund, which is typically a private equity fund managed
by an unaffiliated third party.
Administrative Services to Private Funds
In addition to the advisory services described above, JPMPI acts, solely, in an administrative capacity on
behalf of certain other Conduits (the “Administered Conduits”) formed solely to invest into a designated
underlying private equity fund, hedge fund or real estate fund. Unlike the Conduits described above, JPMPI
does not provide investment advice to the Administered
Conduits, and the description in this Brochure of
JPMPI’s advisory services does not apply to the Administered Conduits.
Real Estate Funds
JPMPI is the investment adviser to Real Estate Funds referred to as the “Junius Funds.” The Junius Funds
were previously managed by a boutique real estate investment team within JPMPI specializing in the
acquisition, development, financing, ownership and operation of special situation real estate opportunities
involving commercial, hotel and residential properties (“Junius”). On March 20, 2022, the investment
personnel and certain other members of the Junius team departed J.P. Morgan to form and join a new
registered investment adviser, which is unaffiliated with JPMPI, operating under the name JRE Advisors
LLC (“JRE”). JPMPI continues to serve as investment adviser to the Junius Funds and has retained JRE
pursuant to a sub-advisory agreement to assist JPMPI with its continuing management and operation
responsibilities of the Junius Funds from and after March 20, 2022 pursuant to the investment advisory
agreements with each of the Junius funds. Under this arrangement, the former members of the Junius
team now employed at JRE continue to actively manage the Junius Funds, subject to review and oversight
by JPMPI.
See Item 8 below for more information regarding the Private Funds.
Investment Advisory Services to RICs
JPMPI provides investment advisory services to various RICs registered under the 1940 Act, acting either
as an investment adviser or sub-adviser to the RICs. Below is a list of the RICs managed by JPMPI as of
the date of this Brochure.
Six Circles Funds
JPMPI acts as the investment adviser to the Six Circles Trust, a series of registered open-end RICs (the
“Six Circles Funds”). The Six Circles Funds are specifically designed and used by JPMPI and its affiliates
in discretionary accounts as completion funds to align with JPMPI's core portfolio views. JPMPI engages
unaffiliated investment managers as sub-advisers to manage or co-manage with JPMPI the Six Circles
Funds' investment portfolios. In addition, certain Funds may invest in wholly-owned subsidiaries organized
under the laws of the Cayman Islands.
Access Multi-Strategy Funds
JPMPI serves as the investment adviser to two closed-end RICs (the “Access Multi-Strategy Funds”). In
its capacity as investment adviser, JPMPI makes the day-to-day investment decisions for the Access Multi-
Strategy Funds, which includes the selection of primarily hedge funds, advised by unaffiliated investment
advisers.
JPMPI also serves as the administrator to the Access Multi-Strategy Funds, and, in turn, contracts with a
third party sub-administrator, to provide oversight and administrative services to the Access Multi-Strategy
Funds.
Access Funds
JPMPI provides sub-advisory services to two open-end RICs (the “Access Funds”) for which JPMIM, an
affiliate of JPMPI, acts as the investment adviser. In its capacity as sub-adviser, JPMPI makes the day-to-
day investment decisions for the Access Funds, which includes the selection of mutual funds and ETFs,
including funds managed by JPMPI and J.P. Morgan affiliated funds. The Access Funds invest in a
combination of domestic and international equity, fixed income, and alternative assets. The Board of
Trustees of the Access Funds approved the liquidation and dissolution of each Access Fund effective on or
about May 15, 2024.
See Item 8 below for more information regarding the RICs.
Other Advisory Services
In addition to the advisory services JPMPI provides to the Funds, JPMPI provides advisory services to
certain wrap fee programs sponsored by JPMS. Information about the services JPMPI provides to such
programs is described in a separate JPMPI Form ADV brochure, which is available at the SEC’s website at
https
://www.adviserinfo.sec.gov. In addition, for more information on the wrap fee programs, please see
the applicable JPMS Form ADV, Part 2A Appendix 1, SEC File No. 801-3702, for those programs.
C. Availability of Customized Services for Clients
Investment objectives, guidelines and any investment restrictions generally are not tailored to the needs of
individual investors in a Fund, but rather are described in the prospectus or other relevant offering document
for the Fund. Investors in the Funds cannot impose restrictions on investments in certain securities or types
of securities in the Funds.
D. Wrap Fee Programs
Information about the services JPMPI provides in certain wrap fee programs sponsored by JPMS is
described in a separate brochure as described above.
See Items 10 and 11 for more information on material conflicts of interest relating to JPMPI’s advisory
services.
E. Assets under Management
JPMPI manages and sub-advises assets on a discretionary and non-discretionary basis.
As of December 31, 2023, assets advised by JPMPI on a discretionary basis in Private Equity Funds and
Conduits were approximately $13,986,954,236 (cash adjusted to December 31, 2023).
As of December 31, 2023, assets advised and sub-advised by JPMPI on a discretionary basis in Hedge
Funds were approximately $551,933,252.
As of December 31, 2023, assets advised by JPMPI on a discretionary basis in Real Estate Funds were
approximately $315,043,672.
As of December 31, 2023, assets advised by JPMPI (or its designated sub-advisers) on a discretionary
basis in the Six Circles Funds were approximately $73,695,952,717.
As of December 31, 2023, assets advised and sub-advised by JPMPI on a discretionary basis in the Access
Funds and Access Multi-Strategy Funds were approximately $1,043,799,172.
Outside of the Funds advised by JPMPI, as of December 31, 2023, JPMPI managed approximately
$156,718,102,537 in assets on a discretionary basis and approximately $46,600,762,187 in assets on a
non-discretionary basis. Certain separately managed account clients’ assets are invested in the Six Circles
Funds. These assets are included in both the regulatory assets under management reported for the Six
Circles Funds, as well as the regulatory assets under management reported by JPMPI for accounts
managed on a discretionary basis that invest in Six Circles Funds.