This Brochure relates to the investment advisory services offered by J.P. Morgan Private Wealth Advisors
LLC (“JPMPWA”). JPMPWA is registered with the U.S. Securities and Exchange Commission (“SEC”)
as an investment adviser pursuant to the Investment Advisers Act of 1940, as amended (the “Advisers Act”).
JPMPWA was previously a wholly owned subsidiary of First Republic Bank (“FRB”) and is formerly known
as “First Republic Investment Management, Inc.” or “FRIM”. On May 1, 2023, JPMorgan Chase & Co., a
publicly traded global financial services firm, acquired the substantial majority of assets and assumed the
deposits and certain other liabilities of FRB. Following the Acquisition, JPMPWA
1 became a wholly owned
subsidiary of JPMorgan Chase Bank, N.A. (“JPMCB” or the “Bank”), which is a wholly owned subsidiary
of JPMorgan Chase & Co.
On October 1, 2023, as part of a corporate reorganization and through a series of internal transactions,
FRIM became “J.P. Morgan Private Wealth Advisors LLC” (“JPMPWA”), a wholly owned subsidiary of
JPMorgan Chase Holdings LLC, which is a wholly owned subsidiary of JPMorgan Chase & Co. (the
“Reorganization”).
JPMorgan Chase & Co., together with its affiliates (collectively, "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, JPMPWA is also affiliated with J.P. Morgan Securities
LLC (“JPMS”), J.P. Morgan Investment Management Inc. (“JPMIM”), and J.P. Morgan Private
Investments Inc. (“JPMPI”) which are also affiliates of each other as well as JPMC.
Investment Management Services
JPMPWA provides full-service personalized wealth management solutions for individuals, trusts, families,
foundations, endowments, pensions, defined contribution plans, profit sharing plans, banks, for-profit and
not-for-profit institutions and other business entities (each, a “Client”). JPMPWA assists Clients in
formulating long-term wealth management strategies that are customized to meet their unique needs or
circumstances. These services are typically provided in two stages, Initial Advisory Services and Ongoing
Advisory Services (collectively, the “Advisory Services”), as set forth in the investment management
agreement (“IMA”) entered into between JPMPWA and the Client. In addition, JPMPWA offers online
investment management services as part of a wrap program.
Initial Advisory Services: The “Initial Advisory Services” include some or all of the following, as
JPMPWA and Client determine to be appropriate: (i) evaluating Client’s existing holdings and non-liquid
assets; (ii) understanding Client’s financial circumstances and establishing investment objectives with
Client for its account; (iii) exercising discretion with respect to purchases and sales of equity, fixed income
or other securities including but not limited to, selecting appropriate investment managers or investment
funds for same; and (iv) implementing Client’s asset allocation through making appropriate arrangements
with investment managers and purchasing interests in appropriate investment funds. Once the Initial
Advisory Services have largely been completed, JPMPWA will coordinate with Client and any of Client’s
investment managers, custodians and/or advisers to effect the transfer of any monies or securities to the
investment managers or investment funds and their respective custodians as necessary to implement
Client’s investment objectives as established by Client and JPMPWA for the account(s). Clients can impose
reasonable restrictions on investing in certain securities or types of securities subject to the approval of
JPMPWA. JPMPWA does not provide legal, tax, or accounting advice.
Ongoing Advisory Services: JPMPWA provides certain “Ongoing Advisory Services,” which include
some, but not necessarily all, of the following: (i) ongoing monitoring of Client’s portfolio including any
of Client’s existing managers or funds that were not recommended by JPMPWA, but that Client has directed
1References to FRIM have been changed to JPMPWA throughout the remainder of this Brochure except in Item 9 of
this Part 2A.
one of JPMPWA’s investment representatives (“Wealth Managers”) to keep as part of Client’s account(s);
(ii) ongoing rebalancing of the Client’s portfolio; (iii) conducting portfolio reviews; (iv) providing
performance reporting upon request; (v) adjusting any investment strategies and asset allocations used; and
(vi) working with Client to address Client’s investment objectives. Unless otherwise explicitly agreed to in
writing by JPMPWA, it is not responsible for initial or ongoing due diligence on any investment manager,
investment fund or asset that is not recommended by JPMPWA or on any of the account assets managed
by them.
In limited circumstances, JPMPWA offers non-discretionary Advisory Services; in such cases, JPMPWA
will not exercise discretion as described above but will instead make recommendations and proposals and
act upon Client instructions.
Online Investment Management: Separately, JPMPWA offered Eagle Invest, an online investment
management service that offers an alternative version of JPMPWA’s advisory services through a wrap
program. Eagle Invest is only available to current clients with existing accounts that are held in custody
through JPMS, an affiliate of JPMPWA, through its clearing broker Pershing LLC (“Pershing”). Eagle
Invest was not offered or available to new business effective October 15, 2023. More details about the
wrap program can be found in the Eagle Invest Wrap Program Brochure. This service is expected to be
decommissioned and no longer available to current clients in the second quarter of 2024.
Investments in JPMorgan Affiliated Products
JPMPWA does not currently recommend to Clients or invest Client accounts in any mutual fund, exchange
traded fund (“ETF”), collective investment fund, or other product or pooled investment vehicle managed
by JPMC (collectively, “JPMorgan Affiliated Products”). However, at times, a Client account will hold an
investment in a JPMorgan Affiliated Product that was acquired by the Client prior to JPMPWA’s affiliation
with JPMC or transferred from an account not managed by JPMPWA. A conflict of interest arises when an
investment in a JPMorgan Affiliated Product is held in a Client account because certain of JPMPWA’s
affiliates, including JPMC, benefit from increased allocations to the JPMorgan Affiliated Products and may
receive management, distribution, placement, administration, custody, trust services or other fees for
services provided to such products. Please refer to the “Investment Management Fee” section within Item
5, and the “Conflicts Relating to JPMorgan Affiliated Products” section within Item 11, for a more complete
discussion regarding conflicts of interest.
Private Funds
JPMPWA provides investment management services to private pooled investment vehicles that are not
registered under the Investment Company Act of 1940 and interests in which are not publicly offered under
the Securities Act of 1933 (Eagle Alternative Investments Fund(s), which include the Altair Funds). The
Eagle Alternative Investments Funds are typically structured as funds-of-funds or as access vehicles to
underlying funds or portfolios managed by third-party investment advisers (“Private Funds”). When
determined by JPMPWA to be appropriate and suitable, JPMPWA recommends to Clients that they invest
in one or more Eagle Alternative Investments Funds and, in certain instances, directly in certain Private
Funds (including on occasion a private pooled syndication investment) that are not advised by JPMPWA.
JPMPWA will, from time to time and as appropriate, recommend that Clients invest in such vehicles, and
JPMPWA will decide which Clients to approach for some or all of these investments, in its own discretion.
Not all Clients will be offered the opportunity to invest in a Private Fund, and not all Clients offered that
opportunity will choose to invest in such Private Fund. Similarly, not all Wealth Managers are eligible to
place Clients into all Eagle Alternative Investments Funds and Private Funds. JPMPWA (not
investors/Clients or Wealth Managers) has full discretion with respect to the Eagle Alternative Investments
Funds’ investments in/subscriptions to underlying third-party Private Funds. Clients who invest directly in
an underlying Private Fund that is not advised by JPMPWA will be subject to terms (e.g., management
fees) that differ from those of Clients who invest in an Eagle Alternative Investments Fund that, in turn,
invests in such unaffiliated Private Fund. All relevant information pertaining to Private Fund
recommendations, including the compensation received by JPMPWA or an affiliate (as applicable) and by
the third-party investment adviser, other fees and expenses paid by the respective funds, withdrawal rights,
minimum investments, qualification requirements, suitability, risk factors and potential conflicts of interest
is set forth in the respective fund’s disclosure documents, governing documents, subscription agreements,
and other offering materials pertaining to such interest (collectively the “Offering Documents”). Each
investor is required to review and execute (as applicable) the Offering Documents prior to being accepted
as an investor in any of these respective funds.
On occasion, two or more Eagle Alternative Investments Funds will seek to invest in the same Private Fund.
In the event that such Private Fund has limited capacity such that two or more Eagle Alternative Investments
Funds cannot both participate fully, JPMPWA will allocate the capacity among the Eagle Alternative
Investments Funds in a manner that JPMPWA determines is fair and reasonable over time in its sole
discretion. To this end, JPMPWA has established an Eagle Alternatives Platform Allocation Committee to
review the allocation of certain Private Funds with limited capacity that are eligible for investment across
more than one Eagle Alternative Investments Funds.
Certain Eagle Alternative Investments Funds are offered through iCapital Network’s technology platform
(“iCapital”), pursuant to a written agreement. These Private Funds generally contain in their legal names,
and are known as, Eagle “Access Funds.”
Financial Planning Services
JPMPWA offered financial planning services under an agreement to high net worth and ultra-high net worth
Clients. Financial planning services with an agreement is not offered or available to new business effective
October 1, 2023 under JPMPWA. An advisor can offer financial planning services where it is generally a
collaborative undertaking where Clients and JPMPWA personnel work together to develop a financial plan.
Depending on the Client’s personal situation, a number of relevant financial planning elements may be
addressed. These elements may include but not limited to one or more of the following:
A review of the Client’s goals and objectives
Asset allocation
Retirement planning
Equity compensation planning
Estate planning
Wealth transfer planning
Insurance planning
Philanthropic planning
Business succession planning
Tax education and considerations
Financial planning services sometimes also include consulting services to business owners regarding
succession planning, risk management, pre- and post- liquidity planning or other issues business owners
may encounter. As part of JPMPWA’s broader financial planning services, the firm often proposes
suggestions for the Client’s life, disability, and long-term care insurance needs. Please refer to Conflicts
Related to Affiliations and Affiliated Activities in Item 10 below for further information.
Institutional Consulting and Management Services
JPMPWA offers consulting and management services to defined contribution plans and defined benefit
plans. JPMPWA’s typical service offering includes consulting with and advising plan fiduciaries regarding
the investment objectives, policies, constraints and risk tolerance of the plan, investment search and
recommendation, performance reporting, employee education, advice regarding qualified default
investment alternatives, service provider search, plan fiduciary meeting support and plan benchmarking.
JPMPWA also offers fiduciary and non-fiduciary consulting and management services, on a discretionary
and non-discretionary basis, to endowments, foundations, and other institutions. JPMPWA’s typical service
offering includes consultation and advice regarding asset allocation, the investment objectives, policies,
constraints and risk tolerance of the institution, investment due diligence, performance reporting, financial
planning, and education.
Other Consulting Services
Family Office
JPMPWA provides services that focus on coordination and administration including but not limited to
facilitating communication with various external advisers, coordinating discussions with a Client’s
banker(s) and insurance provider(s), coordinating risk management reviews, and liaising regularly with a
Client’s external family office service provider(s). In addition, JPMPWA provides family office consulting
where JPMPWA will work directly with a Client’s beneficiaries and heirs to help them prepare for their
individual roles related to managing the family’s portfolio, family mission statements and family
succession. Family office consulting services will not be offered or available to new business effective
October 1, 2023.
Family Wealth Resources and Family Engagement and Governance
JPMPWA offered extensive resources to its ultra-high net worth Clients. These services focus on the
purpose and impact of wealth within a family and community. The resources JPMPWA provided include
but are not limited to family governance, family dynamics, learning and development of the rising
generation, leadership and transition planning, and philanthropic planning. As of the end of the year 2023,
all engagements under an agreement have been completed and services rendered. These services are no
longer offered by JPMPWA. Family wealth resources and family engagement and governance services
have transitioned to JP Morgan Wealth Management.
SMA and Model Managers
JPMPWA enters into sub-advisory agreements for separately managed accounts with other registered
investment advisers, and Clients can choose to enter into agreements directly with these other registered
investment advisers for separately managed accounts (“SMA Managers”). JPMPWA also enters into model
manager agreements with other registered investment advisers, and Clients can choose to have their
accounts managed by JPMPWA in accordance with model investment portfolios provided by these other
registered investment advisers (“Model Managers”, and together with the SMA Managers, “SMA/Model
Managers”).
The SMA Managers buy and sell securities over time as they manage sub-advised accounts directly on a
Client’s behalf. JPMPWA does not make individual security selection decisions for these accounts.
JPMPWA monitors the investments in the accounts, but not to the degree that it does in accounts that it
directly manages. JPMPWA reviews the SMA Managers’ investment returns and performs periodic due
diligence on the SMA Managers.
The Model Managers create, monitor, and manage model investment portfolios which they provide to
JPMPWA to implement for Client accounts for which such model portfolios are selected. For Client
accounts managed in accordance with a Model Manager’s model portfolio, JPMPWA, and not the Model
Manager, has discretion over trading in the Client’s account.
Not all Clients utilize SMA/Model Managers. They provide investment management services which
generally cause Clients to incur fees that are in addition to JPMPWA’s advisory fee. SMA/Model Managers
can be affiliated or unaffiliated with JPMPWA. JPMPWA selects and recommends SMA/Model Managers
that it believes are appropriate for a Client’s needs and objectives. At times, JPMPWA selects or
recommends an SMA/Model Manager with which it is affiliated. In such instances, JPMPWA has an
incentive to select for a Client an affiliated SMA/Model Manager over an unaffiliated SMA/Model Manager
because the affiliate will generally receive more fees when it serves as an SMA/Model Manager for a
Client’s account. Please refer to Item 5, Fees and Compensation, for more information about additional
fees charged by SMA/Model Managers, and the conflicts of interest that arise when an SMA/Model
Manager is an affiliate of JPMPWA.
On a limited basis, JPMPWA also provides investment advisory services through certain wrap fee programs
sponsored by its affiliate, JPMS, by acting as a non-discretionary Model Manager providing model
portfolios to be implemented by affiliated and unaffiliated overlay or implementation managers that
exercise discretion over trading in JPMS client accounts.
Sponsor and Manager of Wrap Program
JPMPWA is the sponsor and manager of a wrap fee program (the “Program”) which is offered to those
Clients who custody at Pershing, a JPMS clearing broker. The services and management provided in the
Program are often identical to that provided through JPMPWA’s non-wrap services. A wrap fee program
is an advisory program under which a specified fee or fees not based directly upon transactions in a Client’s
account (“Program Fee”) is charged for advisory services (including portfolio management or advice
concerning the selection of other investment advisers) and the execution of Client transactions.
Clients in the Program will incur additional charges imposed by third parties (including Pershing), including
but not limited to the costs of “trading away,” or by JPMPWA or its affiliates (including JPMS), in addition
to the Program Fee. These charges include fees and expenses assessed by SMA/Model Managers, fees and
expenses imposed directly by a Private Fund (and the funds or managers in or with which a Private Fund
invests), mutual fund or exchange-traded fund (“ETF”) in the Client’s account and which are disclosed in
the fund’s private placement memorandum or prospectus, and deferred sales charges, odd-lot differentials,
transfer taxes, margin fees and interest, wire transfer and electronic funds transfer fees, clearing fees and
other fees, expenses and taxes on accounts and securities transactions. For Eagle Alternative Investments
Funds offered through iCapital Network’s technology platform on or after April 1, 2021, certain fees
imposed directly by such funds, such as access, platform, or investor servicing fees, will be shared with
JPMPWA or one of its affiliates, to the extent disclosed in such funds’ offering documents. JPMPWA or
one of its affiliates also receives similar fees from certain pooled investment vehicles managed directly by
JPMPWA, to the extent disclosed in such funds’ offering documents.
JPMPWA expects that SMA Managers will trade primarily through JPMS’s clearing broker, Pershing;
however, in the event an SMA Manager “trades away” from Pershing, Clients will bear the related costs.
Clients will be responsible for commission costs incurred in connection with collateral yield enhancement
strategies and other option overlay strategies. Mark-ups or mark-downs that are not charged as explicit
brokerage commissions and that are payable to unaffiliated investment firms are not covered by the
Program Fee and will be paid by Clients rather than by JPMPWA or SMA Managers. For accounts opened
after August 1, 2020, JPMS imposes a 0.15% charge on the assets in each separately managed account
managed by an SMA Manager where foreign local ordinaries comprise greater than 20% of the account’s
assets, and this charge will be paid by Clients rather than by JPMPWA or SMA Managers. For Clients
who hold certain currency with negative interest rates in the Program, they will be charged interest on that
currency by the clearing broker Pershing.
Investments through an advisory account into mutual funds, ETFs, Eagle Alternative Investments Funds,
and other third party investment managers, involve payment of two or more levels of fees: one to JPMPWA
at the advisory account level and another to the third party investment manager. Depending on how the
third party investment manager in turn invests, there will be additional levels of fees, which in the aggregate
reduce net returns. The Program is not available for accounts that are not held in custody through JPMS at
Pershing. Client accounts not in the Program will be charged both advisory and transaction-based fees.
In evaluating the Program, Clients should consider the level of the wrap fee charged, the amount of portfolio
activity in the Client’s account, the value of custodial and other services which are provided under the
arrangement, the fact that the Program is only offered for accounts held in custody through JPMPWA-
affiliate JPMS at Pershing, the fact that the Program still includes certain additional charges above and
beyond the Program Fee, and other factors. The Program Fee will for some Clients exceed the aggregate
cost of such services if they were purchased separately. A complete description of the Program terms and
conditions (including fees) is contained in the Wrap Fee Program Brochure.
Retirement Plan Rollover
A Client or prospective Client leaving an employer has four options regarding an existing retirement plan
(and can engage in a combination of these options): (i) leave the money in the former employer’s plan, if
permitted, (ii) roll over the assets to the new employer’s plan, if one is available and rollovers are permitted,
(iii) roll over to an Individual Retirement Account, or (iv) cash out the account value (which could,
depending upon Client’s age, result in adverse tax consequences). If JPMPWA recommends that a Client
roll over their retirement plan assets into an account to be managed by JPMPWA, such a recommendation
creates a conflict of interest if JPMPWA will earn a new (or increase its current) advisory fee as a result of
the rollover. No Client is under any obligation to roll over retirement plan assets to an account managed by
JPMPWA.
As of 12/31/2023 JPMPWA has $1,511,614,269 in assets under advisement.
Assets under management as of 12/31/2023
Discretionary $82,942,694,933
Non-discretionary $3,327,890,197
Grand Total $86,270,585,130