J.P. MORGAN PRIVATE INVESTMENTS INC.

J.P. Morgan Private Investments Inc. J.P. Morgan Managed Investment Services Program File No. 801-41088 383 Madison Avenue, New York, New York 10179 800-392-5749 jpmorgan.com October 9, 2025 This brochure (the “Brochure”) provides information about the qualifications and business practices of J.P. Morgan Private Investments Inc. If you have any questions about the contents of this Brochure, please contact us at (800) 392- 5749. The information in this Brochure has not been approved or verified by the U.S. Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional information about J.P. Morgan Private Investments Inc. is also available on the SEC’s website at adviserinfo.sec.gov. Registration with the SEC or with any state securities authority does not imply a certain level of skill or training. The advisory services described in this Brochure are: not insured by the Federal Deposit Insurance Corporation (“FDIC”); not a deposit or other obligation of, or guaranteed by, JPMorgan Chase Bank, N.A. or any of its affiliates; and subject to investment risks, including possible loss of the principal amount invested.  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 ITEM 2 Material Changes This Brochure is dated as of October 9, 2025. This is J.P. Morgan Private Investments Inc.’s (“JPMPI”) initial Brochure related to the J.P. Morgan Managed Investment Services Program (the “Program”), so there are no material changes. Clients should carefully review this Brochure in its entirety. 2  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 ITEM 3 Table of Contents Cover ITEM 2 - Material Changes .............................................................................................................. 2 ITEM 3 - Table of Contents .............................................................................................................. 3 ITEM 4 - Advisory Business ............................................................................................................. 4 ITEM 5 - Fees and Compensation ................................................................................................... 12 ITEM 6 - Performance-Based Fees and Side-by-Side Management............................................... 13 ITEM 7 - Types of Clients ................................................................................................................. 13 ITEM 8 - Method of Analysis, Investment Strategies and Risk of Loss ........................................... 13 ITEM 9 - Disciplinary Information ..................................................................................................... 38 ITEM 10 - Other Financial Industry Activities and Affiliations ............................................................ 40 ITEM 11 - Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading ... 44 ITEM 12 - Brokerage Practices .......................................................................................................... 57 ITEM 13 - Review of Accounts ........................................................................................................... 58 ITEM 14 - Client Referrals and Other Compensation ........................................................................ 60 ITEM 15 - Custody ............................................................................................................................. 60 ITEM 16 - Investment Discretion ........................................................................................................ 61 ITEM 17 - Voting Client Securities ..................................................................................................... 61 ITEM 18 - Financial Information ......................................................................................................... 62 3  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 ITEM 4 Advisory Business For ease of reference, certain capitalized terms used in this Brochure are also defined in the Glossary. 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, including the J.P. Morgan Managed Investment Services Program (the “Program”), offered through an affiliate, J.P. Morgan Securities LLC (“JPMS”). This Brochure describes the discretionary and non-discretionary services that JPMPI provides as part of the Program. The JPMS legal entity offers investment advisory services through several separate sales channels. Similar wrap fee programs that offer the same and similar investment strategies are offered in the different sales channels and at different fee levels with different features and with different execution experiences. Certain advisory products may also be offered to clients of J.P. Morgan Private Bank. JPMS offers a variety of investment advisory services and brokerage offerings as detailed in its ADV brochures. 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 other entities, which are also affiliates of each other, as well as J.P. Morgan, and includes, but is not limited to, JPMS, J.P. Morgan Wealth Management Solutions Inc. (“WMS”), J.P. Morgan Investment Management Inc. (“JPMIM”), and J.P. Morgan Chase Bank, N.A. (“JPMCB”). B. Description of Advisory Services JPMPI provides discretionary and non-discretionary sub-advisory, portfolio management and research services as part of the Program. JPMS has retained JPMPI to provide such services for the Program. The Program is an investment advisory program sponsored by JPMS and offered by JPMS private client advisors or J.P. Morgan financial adviser referred to as an investment advisory representative (“IAR”). For more information on the Program, refer to the sponsor’s (JPMS) Form ADV Part 2A Appendix 1, SEC File No. 801-3702, for the Program which is available at the SEC’s website at adviserinfo.sec.gov or from JPMS upon request. With respect to the Program’s investment management services or implementation and overlay services provided by J.P. Morgan or third-party SEC-registered investment advisers, refer to the applicable manager’s Form ADV, Part 2A, which is available at the SEC’s website at adviserinfo.sec.gov. 4  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 Additional information about the services JPMPI provides to its other clients investing in (i) Private Funds and RICs or (ii) other JPMS wrap fee programs are described in separate ADV brochures, which are available at the SEC’s website at adviserinfo.sec.gov. The Program Overview The Program is designed to provide clients, working with their JPMS IAR, access to select investment solutions to help meet their investment goals. Clients can opt to give full investment discretion to JPMS or a third-party through single or multi-asset Managed Accounts (“Managed Accounts”) or retain investment discretion while receiving ongoing advice and guidance from their IAR through Guided Accounts (“Guided Account”), as described below. • Managed Accounts. Clients can opt for a discretionary Managed Account that includes the selection of investment strategies provided by J.P. Morgan and/or third-party investment managers in alignment with a client’s risk profile. Managed Accounts generally include either single or multi- asset solutions offered by JPMPI that follow J.P. Morgan’s asset allocation guidance and investment vehicle selection (“Core Solutions”). Clients can also select single strategies managed by affiliated or unaffiliated model managers and/or separately managed account (“SMA”) managers. This includes multi-manager portfolios managed by JPMPI that seek to invest in one or more Funds and/or in individual securities following one or more Model Portfolios that may be provided by affiliated and/or unaffiliated model managers (the “Multi-Manager Strategies”). • Guided Accounts. Clients can opt to invest in a Guided Account, which involves the selection of an asset allocation model customized with the client in alignment with the client’s risk profile. The customized investment portfolio can combine investments in model managers and/or SMA investment advisers as well as mutual funds and ETFs. Clients retain investment discretion to (i) select and change investment products and (ii) define and adjust the target asset allocation and target portfolio. Guided Accounts may be implemented across a spectrum of asset classes, including equities, fixed income and alternative investments. JPMPI, as a non-discretionary sub- adviser for Guided Accounts, makes recommendations regarding allocation guidelines and risk parameters for each Guided Account Model (as defined below). JPMS delegates some or all of its investment advisory discretionary authority and functions to its affiliates, including WMS and JPMPI, as well as to third-party managers. JPMS (not JPMPI) is responsible for determining whether the choice of the Program, selection of account type, particular investment strategies, and particular investment advisers that provide Model Portfolios (“Model Manager”) and/or SMA investment advisers (collectively, with Model Manager, “SMA/Model Managers”) are suitable for a particular client. JPMPI does not have any liability for JPMS’ determinations that the investment strategy selected by the client is suitable in light of the client’s investment objectives and financial situation. JPMPI will not consider any assets owned by the client outside of that particular account, including any assets held in other Program accounts. The actual allocation of an account may change over time due to fluctuations in the market value of the account assets and/or additions to or withdrawals from the account. In addition, a change in the client information provided to JPMS or other circumstances may warrant a change to a client’s target allocation. 5  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 Performance of a client account in an investment strategy can differ from the performance of other client accounts in the same strategy depending on the investment selections and elections made by each particular client, such as clients requesting restrictions, rebalancing frequency selected, electing to opt out of tax harvesting or funding with securities and utilizing tax transition services. Neither JPMS, JPMPI, nor the manager solutions team of JPMPI or its affiliates (further described below) make any representation or guarantee, or can ensure, that a given investment strategy’s objective will be attained. Additionally, with the exception of the Six Circles Funds (described in Item 11.B below), for which JPMPI serves as investment adviser, and Model Managers who provide Model Portfolios of individual securities to JPMS or an affiliate as a discretionary manager, neither JPMS, JPMPI, nor the manager solutions team of JPMPI or its affiliates is responsible for the performance of any Fund (as defined in the Glossary) or any SMA Manager, or for any Fund’s or SMA/Model Manager’s compliance with its prospectus, disclosures, laws or regulations, or other matters within the Fund’s or SMA/Model Manager’s control. Each Fund’s adviser and SMA/Model Manager is responsible for the investment strategy that it manages. Core Solutions JPMPI offers single or multi-asset solutions that follow J.P. Morgan’s asset allocation guidance and investment vehicle selection. Clients establish a discretionary managed account that is invested in a manner consistent with one of the single-asset class (Managed Fixed Income and Managed Equities) or multi-asset class (Income, Conservative, Balanced, Growth and Aggressive Growth) investment strategies that JPMS makes available to clients. In addition, U.S.-focused investment strategies for Conservative, Balanced and Growth are offered in Core Solutions. The investment strategy for a particular client is based on the client’s discussion with JPMS and the client’s risk tolerance. The Balanced ESG investment strategy primarily consists of Funds or other investments that consider environmental, social and governance (“ESG”) factors and/or focus on sustainable themes. The US Endowments & Foundations (“E&F”) investment strategy is designed to primarily service the investment goals of nonprofit entities (i.e., endowments and foundations). This investment strategy is made available to clients suitable for a Growth investment strategy. The endowment investing approach is generally characterized by a longer-term investment horizon. A long-term investment mindset can allow a client to look through the short-term volatility and focus on the potential of enhancing long-term returns. Assets within an investment strategy are generally invested in each asset class through one or more open- end mutual funds, ETFs, liquid alternative funds, or any other commingled funds available in the Program (“Funds”), or through a Model Manager or SMA that includes individual securities. Depending on the investment strategy selected, clients have the option to make certain elections including municipal fixed income (for taxable accounts), SMA/Model Managers, Liquid Alternative Funds or non-J.P. Morgan Funds and unaffiliated Model Managers, as described further below. JPMPI, as a discretionary sub-adviser, determines strategic and tactical asset allocations, is responsible for security selection (i.e., selects the Funds and SMA/Model Managers for investment) and determines portfolio construction. JPMPI from time to time closes investment strategies to new investments. JPMS oversees the selections using an investment policy statement and remains responsible for overseeing JPMPI’s performance. 6  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 J.P. Morgan Affiliated Funds and non–J.P. Morgan Funds are available in Managed Accounts. Currently, a substantial portion of the assets in Core Solutions are invested, or expected to be invested, in J.P. Morgan Affiliated Funds. Unaffiliated and affiliated Model Managers can be evaluated and selected for Core Solutions accounts. Refer to “Use of J.P. Morgan Affiliated Funds and SMA/Model Managers and Potential Conflicts of Interest” in Item 11.B below for more information on the use of J.P. Morgan Affiliated Funds and affiliated Model Managers. JPMS establishes investment objectives, guidelines and policy, designates sub-adviser(s) when appropriate and is responsible for oversight of the sub-adviser(s). JPMPI determines strategic asset allocation and tactical asset allocation for the investment strategies. In addition, JPMPI selects the Funds and SMA/Model Managers, as applicable, available through the Program using its research. JPMS (not JPMPI) is responsible for determining whether an investment strategy is suitable for a particular client. The investment policy statement specifies investment guidelines designed by JPMS to address operational considerations. These operational considerations, such as Fund concentration and capacity issues, can result in the timing or implementation of trades for a client’s account differing from that of another client or group of clients of JPMS or its affiliates. An internal governance committee provides ongoing oversight of Core Solutions to review compliance with certain guidelines. U.S. Focused Models U.S. Focused investment strategies for Conservative, Balanced and Growth investment strategies are available to clients in Core Solutions. U.S. Focused investment strategies seek to primarily invest in the United States. Balanced ESG The Balanced ESG investment strategy seeks to primarily achieve growth of capital investments and income generation, with a secondary goal of principal preservation, by primarily investing in funds, strategies and other investments that consider ESG factors into their investment process and/or focus on sustainable themes. The investment strategy aims to maintain moderate exposure to risk of capital loss in pursuit of this objective. Consistent with its balanced approach, this investment strategy expects to invest in assets that have upside return potential but tend to have a more volatile return history, such as equities, as well as assets that tend to have a history of lower capital returns and less volatility, such as fixed income. US Endowments & Foundations The E&F investment strategy seeks to primarily achieve growth of capital investments. The US E&F investment strategy also aims to maintain above-moderate exposure to risk of capital loss in pursuit of this return objective. Consistent with these objectives, the E&F investment strategy expects to invest predominantly in assets that tend to have a history of higher upside return potential and volatility such as equities and alternative assets, with a lower percentage invested in historically less volatile securities such as fixed income. The endowment investing approach is generally characterized by a longer-term investment horizon. A long-term investment mindset can allow a client to look through the short-term volatility and focus on the potential of enhancing long-term returns. 7  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 Municipal Fixed Income (for taxable accounts) For taxable (non-retirement) accounts, clients can elect to substitute tax-aware investments for certain equities or municipal investment for some fixed income options. Liquid Alternative Funds Liquid Alternative Funds are available to accounts depending on the investment strategy and assets available in the account (generally accounts with an investment balance of at least $250,000). SMA/Model Managers When a client elects to use SMA/Model Managers, the opportunities available to such client differs from the opportunities available to clients who do not use SMA/Model Managers. As a result, the asset allocation and the performance of an account utilizing SMA/Model Managers can differ from the allocation or performance of other accounts without SMA/Model Managers. Non-J.P. Morgan Funds and Unaffiliated Model Managers As described in “Use of J.P. Morgan Affiliated Funds and SMA/Model Managers and Potential Conflicts of Interest” in Item 11.B below, JPMPI prefers J.P. Morgan Affiliated Funds and affiliated Model Managers. Clients can elect to exclude from their Managed Accounts. J.P. Morgan managed strategies and affiliated Model Managers (except for J.P. Morgan sweep vehicles) including J.P. Morgan managed strategies where a party other than J.P. Morgan is appointed investment adviser (“Non-Proprietary Strategy Election”). The Non-Proprietary Strategy Election excludes from Managed Accounts J.P. Morgan Affiliated Funds (except J.P. Morgan sweep vehicles) and affiliated Model Managers. Currently, the Non-Proprietary Strategy Election is available for all Core Solutions investment strategies, including where clients are eligible for and have elected to include Liquid Alternative Funds or other securities through Model Managers in their accounts. It is possible that the availability of this election will change in the future. When a client elects to exclude J.P. Morgan managed strategies, it can affect JPMPI’s ability to make investments, access asset classes, or take advantage of opportunities that are available to clients who do not make the Non-Proprietary Strategy Election. As a result, performance of an account with an election can differ from the performance of other accounts without an election. To the extent a client holds J.P. Morgan managed investments in an existing account at the time of making the Non-Proprietary Strategy Election, sales of Funds can be subject to redemption fees. Multi-Manager Strategies The Multi-Manager Strategies seek to address specific investment objectives, provide exposure to targeted asset classes, capture timely market opportunities, and/or address specific client objectives through actively managed portfolios. These investment strategies may include a variety of marketable securities, such as stocks, bonds, ETFs, and mutual funds, and may leverage the expertise of Model Managers who provide models of securities for certain investment strategies. The Multi-Manager Strategies include the Dynamic 8  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 Multi-Asset Strategy, the Dynamic Yield Strategy, the Emerging Markets Growth and Income Strategy, the Liquidity Management Strategy, the Sustainable Equity Strategy, the Sustainable Fixed Income Strategy and the Global Emerging Markets Strategy. The Liquidity Management Strategy is a subgroup of Multi- Manager Strategies and seeks to address specific fixed income investment objectives. JPMPI, as portfolio manager for the Multi-Manager Strategies, is responsible for securities selection (including selecting Funds and/or Model Managers for investment) and determining portfolio construction. The portfolio manager(s) construct portfolios and identify Funds and/or specific securities to implement investment views within the strategies’ guidelines and consistent with its investment objectives. The portfolio manager(s) will seek to determine their initial and ongoing portfolio positioning at an asset class, sub-asset class, sector, or sub-sector level in order to capture opportunities or limit risks while managing the portfolio within respective guidelines. In making investment decisions with respect to Multi-Manager Strategies, the portfolio manager(s) are only permitted to use approved Funds and/or Model Portfolios provided by Model Managers. Funds available include both J.P. Morgan Affiliated Funds and non–J.P. Morgan Funds. In addition, unaffiliated and affiliated Model Managers may be evaluated and selected for Multi-Manager Strategy accounts. Refer to “Use of J.P. Morgan Affiliated Funds and SMA/Model Managers and Potential Conflicts of Interest” in Item 11.B below for more information on the use of J.P. Morgan Affiliated Funds and affiliated Model Managers. An internal governance committee provides ongoing oversight of the Multi-Manager Strategies to review compliance with strategy-specific guidelines and metrics. The portfolio manager(s) may select individual securities and Funds, including Liquid Alternative Funds. Refer to Item 8 below for more information about relevant risks of these investments. In the case of Dynamic Multi-Asset Strategy, a Multi-Manager Strategy, clients can select an investment strategy that excludes J.P. Morgan Affiliated Funds or one that may include J.P. Morgan Affiliated Funds. JPMS has a conflict in recommending the Dynamic Multi-Asset Strategy as it may include J.P. Morgan Affiliated Funds. Refer to “Use of J.P. Morgan Affiliated Funds and SMA/Model Managers and Potential Conflicts of Interest” in Item 11.B below for more information on the use of J.P. Morgan Affiliated Funds in Multi-Manager Strategies. Guided Account Clients can opt to invest in a Guided Account, which involves the selection of an asset allocation model customized with the client in alignment with the client’s risk profile. JPMPI, as the non-discretionary sub- adviser for the Program’s Guided Accounts, provides recommendations to JPMS regarding allocation guidelines and risk parameters for the asset allocation models (“Guided Account Models”). JPMPI does not manage Guided Account assets on a discretionary basis. Instead, each client directs the investment of their Guided Account assets across each selected asset class into one or more Funds or SMA/Model Managers. Each asset class in a Guided Account Model has a specified allocation range and the client designates the specific asset allocation percentage desired for each asset class. Funds available through Guided Accounts include both J.P. Morgan Affiliated Funds and non–J.P. Morgan Funds. In addition, unaffiliated and affiliated SMA/Model Managers may be evaluated and made available for Guided Accounts. Refer to “Use of J.P. Morgan Affiliated Funds and SMA/Model Managers and Potential 9  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 Conflicts of Interest” in Item 11.B below for more information on the use of J.P. Morgan Affiliated Funds and affiliated Model Managers. Funds or SMA/Model Managers that have an ESG or sustainable investing objective or strategy (“ESG Funds/Managers”) can be selected by clients to satisfy asset class allocations in the Program, to the extent available. However, Guided Accounts are not designated by JPMS as an ESG or sustainable investing program nor does JPMS monitor this allocation or guarantee the availability or any minimum or maximum investment in ESG Funds/Managers. There is no guarantee that an ESG Fund/Manager will continue to reflect ESG characteristics, objectives or philosophies or be considered by JPMS as an ESG or sustainable investment. JPMS establishes investment objectives, guidelines and policies; designates sub-adviser(s) when appropriate; and is responsible for oversight of the sub-adviser(s). JPMPI makes recommendations regarding allocation guidelines and risk parameters for each Guided Account Model and recommends the Funds and SMA/Model Managers available through the Program using its research. The investment policy statement specifies investment guidelines designed by JPMS to address operational considerations. An internal governance committee provides non-standard oversight of the Program(s) due to its non- discretionary nature, which includes reviewing allocation guidelines and risk parameters. JPMS (not JPMPI) is responsible for determining whether a Guided Account Model, the allowable ranges in each Guided Account Model, the individual Funds or SMA/Model Managers are suitable for each client. Fund and SMA/Model Manager Research JPMPI utilizes different types of research on Funds and SMA/Model Managers. A due diligence review is performed on Funds and SMA/Model Managers identified through both the Qualitative Research Process and Systematic Research Process. For the “Qualitative Research Process,” the manager solutions team conducts a qualitative analysis of Funds and SMA/Model Managers on an ongoing basis. The team reviews the portfolio manager’s organization, investment process, investment philosophy and performance. For passive Fund vehicles for certain Programs, there can be a quantitative screening process that applies the manager solutions team criteria to review and monitor certain investments. For the “Systematic Research Process,” Funds and SMA/Model Managers are evaluated using an internally developed quantitative screening process on an ongoing basis. This evaluation reviews the portfolio manager’s organization, investment process, investment philosophy and performance using only quantitative criteria. Funds and SMA/Model Managers may be removed from (or no longer be eligible for purchase in) the Program if they do not continue to meet these criteria. Funds and SMA/Model Managers subject to the Systematic Research Process may also go through the Qualitative Research Process. To the extent that Fund and SMA/Model Managers are reviewed through both processes, the results of the Qualitative Research Process will override the results of the Systematic Research Process. For example, if a Fund or SMA/Model Manager does not meet the required quantitative criteria of the Systematic Research Process, then the manager solutions team may alternatively review and approve it using the Qualitative Research 10  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 Process, and the Fund or SMA/Model Manager would then be available in the Programs relying on the Systematic Research Process; also, if a Fund or SMA/Model Manager is terminated under the Qualitative Research Process, it will also be terminated in programs relying on the Systematic Research Process. C. Availability of Customized Services for Clients Clients can request reasonable restrictions on management of their accounts, including particular securities or categories of securities related to a sector or industry (e.g., weapons or tobacco) that will be implemented subject to acceptance by JPMS, WMS, or the portfolio manager and in their sole discretion. No restriction will be applied to the underlying holdings of a Fund that is held or purchased in the client’s account. D. Wrap Fee Programs In a wrap fee program, clients pay JPMS a fee based on the value of the clients’ wrap fee program assets. JPMS reimburses JPMPI for its costs in providing its services to the Program account, including certain investment advisory, portfolio management and research services, as applicable. JPMPI does not separately receive a fee from JPMS or its clients. JPMPI is responsible for making investment decisions regarding the selection of investments, and can do so without consultation with clients. Clients generally authorize WMS or an affiliate to effect transactions, subject to the duty to seek best execution. JPMS will ordinarily provide clearing, settlement, and custodial services with respect to transactions and assets in accounts. The same JPMPI personnel who provide services to the Program accounts also service other JPMS accounts and JPMCB accounts that have the same or substantially similar investment objectives and follow the same or similar strategies to those of the Program accounts (the “Other J.P. Morgan Accounts”). The Program accounts will not always be handled identically to the Other J.P. Morgan Accounts, such as trading through different broker-dealers or at different times. For certain programs, the fee for clients enrolled in the Program is different than the Program fee for the Other J.P. Morgan Accounts. Additionally, individual JPMCB accounts generally have more assets than individual JPMS accounts and therefore, JPMCB receives more gross compensation with respect to JPMCB accounts than JPMS receives from JPMS accounts. JPMPI could have a potential conflict of interest by having an incentive to favor these JPMCB accounts when, for example, determining time spent managing such accounts or when allocating securities to clients. JPMPI has policies and procedures designed to ensure that all client accounts are treated fairly (refer to Item 12.B). Refer to Items 10 and 11 for more information on material conflicts of interest relating to JPMPI’s advisory services. E. Assets Under Management As of October 9, 2025, JPMPI had no assets under management on a discretionary or non-discretionary basis for the Program. Outside of the Program, as of December 31, 2024, JPMPI had additional regulatory assets under management of approximately $322,677,527,240 on a discretionary basis and $52,948,869,112 on a non- discretionary basis. Note that Six Circles Funds assets are included in the regulatory assets under 11  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 management reported for the Program, to the extent the Program is invested in Six Circles Funds, as well as the regulatory assets under management reported as managed by JPMPI outside of the Program. ITEM 5 Fees and Compensation A. JPMPI Compensation JPMS reimburses JPMPI for its costs for providing investment services, including certain investment advisory, portfolio management, and research services, as applicable. JPMPI does not separately receive a fee from JPMS or its clients. Neither JPMPI nor any of its supervised persons accepts compensation for the sale of securities or other investment products, including asset-based sales charges or service fees from the sale of Funds. B. Client Expenses Clients pay JPMS an asset-based fee (wrap fee) for the various services JPMS provides in the Program. Refer to the JPMS Form ADV, Part 2A. C. Other Client Expenses Funds pay fees and expenses that are ultimately borne by clients (including but not limited to management fees, brokerage costs, and administration and custody fees). Additionally, Funds held in an account have investment advisory expenses, so clients incur two levels of investment management fees and expenses: one indirectly in the form of an investment management fee to the investment adviser of each Fund, and one to JPMS for its services rendered. These fees are in addition to any fees paid to JPMS as the sponsor. JPMS and its affiliates collectively generally receive greater revenue if J.P. Morgan Affiliated Funds or affiliated SMA/Model Managers are included, and therefore, JPMS and JPMPI have a conflict of interest in including J.P. Morgan Affiliated Funds or affiliated SMA/Model Managers. Refer to “Use of J.P. Morgan Affiliated Funds and SMA/Model Managers and Potential Conflicts of Interest” in Item 11.B for more information on the use of J.P. Morgan Affiliated Funds and affiliated SMA/Model Managers. Special tax rules may apply to investments in foreign issuers, including ADRs. For example, one or more issuers in the portfolio may qualify as a passive foreign investment company or a controlled foreign corporation for U.S. tax purposes, and non-U.S. withholding tax may be imposed on distributions or gains. Also, in certain cases, additional U.S. tax reporting may be required. Shares of foreign companies on foreign exchanges can be purchased and the shares converted to ADRs for client accounts, if the total cost of the purchase and conversion is more advantageous than directly purchasing the ADRs. To the extent that a subsidiary of J.P. Morgan assists in the conversion of foreign stock, J.P. Morgan affiliates will receive additional compensation from the transaction but the total cost of the purchase and conversion should not exceed the cost if they had originally purchased the ADR in U.S. markets. If the investment in the portfolio is made through an IRA, any foreign taxes incurred generally would not be creditable against a client’s U.S. income tax liability. Refer to “Foreign Issuers Risk” for more information. In choosing to open a wrap account, wrap clients should also be aware that JPMPI offers a variety of investment strategies that will, at various times, experience higher or lower portfolio “turnover” of investment securities held in the portfolio. Wrap clients investing in a strategy during a period with lower investment turnover would be paying the same bundled fee as in a period with high turnover. 12  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 To the extent that any securities or other assets used to establish a wrap account are sold to bring the account into alignment with the investment strategy selected by the client, the client will be responsible for payment of any taxes due. Clients should consult their tax adviser or accountant regarding the tax treatment of their account under a wrap program. ITEM 6 Performance-Based Fees and Side-by-Side Management JPMPI does not receive performance fees or engage in side-by-side management. ITEM 7 Types of Clients JPMPI manages assets for the Program, which JPMS offers to individuals, trusts, estates, charitable organizations, corporations and other business entities with U.S. addresses. Depending on the strategy, the Program is available to retirement accounts subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and the Internal Revenue Code of 1986, as amended, and the corresponding Treasury regulations (the “Code”). JPMS has established account minimum requirements for client accounts, which vary based on the investment strategy. Minimums are subject to waiver or reduction in JPMS’ discretion and are waived for certain client accounts on occasion. If an account falls below the Program minimum, JPMS can terminate such account at its discretion. Refer to the JPMS Form ADV, Part 2A for details about minimums. To open or maintain an account, clients are required to enter into an investment advisory agreement with JPMS that stipulates the terms under which JPMS (and other investment advisers to which it delegates investment discretion) is authorized to act on behalf of the client to manage the assets listed in the agreement. Participation in the Program generally requires a minimum $10,000 investment and currently, depending on the investment strategy selected by the client, the minimum investment can range from $10,000 to $2,000,000. For more information, please review the JPMS Form ADV, Part 2A. ITEM 8 Methods of Analysis, Investment Strategies and Risk of Loss A. Method of Analysis JPMPI utilizes different methods of analysis that are tailored for each of the investment strategies it offers its clients. Refer to Item 4.B above for a description of JPMPI services to the Program. Set forth below are the primary methods of analysis that JPMPI utilizes in formulating investment advice or managing assets. Investment Strategies Refer to Item 4.B above for information about investment strategies. 13  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 Research Services Research Process The manager solutions and operational due diligence teams of JPMPI or its affiliates conduct due diligence of the Funds and SMA/Model Managers that are available for use, as applicable. The manager solutions team is responsible for researching and selecting Funds and SMA/Model Managers, and for subjecting them to a review process. The due diligence process is designed to subject both JPMIM and non–J.P. Morgan investment strategies to the same process; however, please refer to below under “Review of Program” about JPMPI strategies. The manager solutions team applies its discretion when reviewing the Funds and SMA/Model Managers and is not required to apply all factors equally to each Fund in the search universe. J.P. Morgan maintains certain capacity limitations on investment positions in non–J.P. Morgan Funds due to liquidity concerns, regulatory requirements, and related internal policies. In circumstances where these limitations mean that JPMPI would not be able to invest all desired client assets in a particular non–J.P. Morgan Fund, the manager solutions team will likely recommend a J.P. Morgan Affiliated Fund. The manager solutions team will begin the search process by defining an applicable universe of investment strategies, which typically will include J.P. Morgan investment strategies when there is one in the desired asset class. The manager solutions team utilizes both quantitative and qualitative factors during its initial review process. Once a Fund or SMA/Model Manager has been identified during the initial review process, the operational due diligence team will be consulted to conduct its initial review. The operational due diligence team is responsible for the review of the Fund’s or SMA/Model Manager’s infrastructure from a non-investment perspective. This review includes the organizational structure, trade life-cycle, legal/compliance oversight, information security, and systems infrastructure. The manager solutions team in conjunction with the operational due diligence team then makes a formal presentation recommending particular Funds and SMA/Model Managers, as applicable, to an internal governance committee, which is responsible for approving or rejecting them (refer to “Initial Strategy Review and Approval” below). The manager solutions and operational due diligence teams are also responsible for monitoring and re-evaluating approved Funds and SMA/Model Managers, as applicable, as part of its ongoing review process (refer to “Ongoing Review of Approved Strategies” below). As part of the due diligence process, the manager solutions team of JPMPI or its affiliates applies an ESG eligibility framework that establishes minimum criteria for determining the universe of ESG strategies (as defined below) offered to clients. Strategies that satisfy the ESG eligibility criteria also are subject to the same due diligence and performance review process as all other strategies. Accordingly, these strategies can be selected by J.P. Morgan, in its discretion and as appropriate, for inclusion in any client portfolio. Initial Strategy Review and Approval The internal governance committee considers the formal presentation from the manager solutions and operational due diligence teams and approves or rejects new Funds and SMA/Model Managers, as applicable, to be made available for JPMPI’s use in the Program. The internal governance committee review and approval process is generally the same for J.P. Morgan and non–J.P. Morgan investment strategies, as further described above under “Research Process.” 14  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 Ongoing Review of Approved Strategies An internal governance committee is responsible for making decisions to maintain Funds and SMA/Model Managers, as applicable, as approved and available for the Program. This committee considers analysis and recommendations from the manager solutions and operational due diligence teams. From time to time, this internal governance committee may place them on probation, or terminate them as part of its ongoing monitoring and oversight responsibilities. The internal governance committee review process is generally the same for J.P. Morgan and non–J.P. Morgan investment strategies, as further described above under “Research Process.” If a Fund or SMA/Model Manager that is in the Program is placed on probation, during the probation period, the manager solutions and operational due diligence teams will continue to review the Fund or SMA/Model Manager. In addition, JPMPI may be limited from making additional purchases of a Fund due to capacity considerations. Review of Program JPMPI’s strategies are subject to a separate though similar review process incorporating similar quantitative and qualitative assessments as described above under “Research Process,” and implemented by an internal governance committee that provides ongoing oversight of the Program to review compliance with strategy-specific guidelines and metrics. However, the JPMPI strategies review process does not include a search process to identify a universe and core peer set of strategies from which to select. From time to time, this governance committee may place the Program on probation, or terminate it as part of the committee’s ongoing monitoring and oversight responsibilities. This committee considers analyses and recommendations from an internal due diligence team separate from the manager solutions team. Additional Research Services – Other JPMS Advisory Programs JPMS has separately engaged JPMPI to perform research services for other JPMS advisory programs. The research services that JPMPI performs for JPMS include: (1) recommending strategies available for inclusion in the advisory programs to an internal governance committee that is responsible for approving or rejecting them; (2) ongoing review of the strategies; and (3) determining as appropriate whether certain strategies should be placed on probation or terminated. Certain strategies offered in other JPMS advisory programs are managed by affiliated portfolio managers, including JPMIM, and unaffiliated portfolio managers. JPMPI uses its manager solutions and operational due diligence teams to provide research services. In providing research services for the aforementioned programs, JPMPI expects to generally follow a similar process to the one described above under “Research Process.” The research services JPMPI provides to JPMS are not tailored to clients of the other JPMS advisory programs. JPMPI is solely responsible for selecting the strategies to be made available in the applicable program, based upon the information and recommendations provided by the manager solutions and operational due diligence teams of JPMPI or its affiliates and such other information and resources that JPMS deems appropriate. JPMPI has an incentive to recommend its affiliated investment strategies for approval in the J.P. Morgan advisory programs because J.P. Morgan receives more overall revenue when these strategies are chosen 15  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 by clients (except for the Six Circles Funds). Similarly, with respect to manager termination, JPMPI has a greater incentive to terminate unaffiliated third-party managers from the advisory programs, particularly where the manager’s strategy is similar to one offered by JPMIM. Core Solutions Investment Process JPMPI is responsible for determining asset allocation, selecting Funds and SMA/Model Managers, determining portfolio construction, and evaluating investment strategies on an ongoing basis subject to the oversight of, and pursuant to, an investment policy statement approved by JPMS. Asset Allocation Process JPMPI is responsible for establishing and updating the overall strategic asset allocations for the investment strategies, as well as the tactical asset allocations. This process includes the use of internal committee(s). These asset allocations generally are the overall basis for the process described below. The JPMPI personnel who perform these functions are shared with JPMCB and perform substantially similar services for other clients. JPMPI periodically reviews the asset allocation and performance of the investment strategies with JPMS. Portfolio Construction From the pool of approved strategies, JPMPI selects the combination of Funds and SMA/Model Managers, as applicable, that, in its view, fit each investment strategy’s asset allocation goals and investment objectives. In making portfolio construction decisions, JPMPI will consider and is permitted to prefer J.P. Morgan Affiliated Funds, including the Six Circles Funds, and affiliated SMA/Model Managers, as applicable. JPMPI also may, for portfolio construction reasons, remove a Fund or SMA/Model Manager from the Program. If a Fund or SMA/Model Manager that is in the Program is placed on probation, it will generally continue to be held in client accounts, but generally JPMPI may not direct new or additional purchases of such Fund or SMA/Model Manager for client accounts until the Fund or SMA/Model Manager is removed from probation, though capital gains can be reinvested while on probation. Generally, a Fund or SMA/Model Manager that is terminated will be sold. If JPMPI removes a Fund or SMA/Model Manager, the assets held in client accounts will be sold and replaced, when appropriate, with another Fund or SMA/Model Manager that is available for use in the Program. Core Solutions - Allocation to J.P. Morgan Affiliated Funds JPMPI can allocate a portion of the assets in the Program to J.P. Morgan Affiliated Funds. That portion varies depending on market or other conditions. There are multiple models in each of the investment strategies available through Core Solutions in the Program. Certain models invest only in mutual funds and ETFs, while other models utilize SMA/Model Managers and/or Liquid Alternative Funds. Refer to “Use of J.P. Morgan Affiliated Funds and SMA/Model Managers and Potential Conflicts of Interest” in Item 11.B below for more information on the use of J.P. Morgan Affiliated Funds and affiliated Model Managers. The following charts illustrate, as of the date indicated, the allocation of J.P. Morgan Affiliated Funds (excluding Six Circles Funds), non–J.P. Morgan Funds, Six Circles Funds, and J.P. Morgan cash for Core 16  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 Solutions in the Program taxable and retirement models. The charts do not reflect models that elect not to use J.P. Morgan Affiliated Funds, models that utilize Liquid Alternative Funds (other than the Aggressive Growth investment strategy because all Aggressive Growth investment strategies include Liquid Alternative Funds), Model Managers, or municipal fixed income elections. Core Solutions - Taxable Models As of October 6, 2025 J.P. Morgan Cash J.P. Morgan Affiliated Funds Non–J.P. Morgan Funds Six Circles Funds Investment Strategy Aggressive Growth 13.00% 57.00% 29.00% 1.00% Growth 7.00% 57.00% 35.00% 1.00% Balanced 6.00% 52.00% 41.00% 1.00% Conservative 4.00% 59.00% 36.00% 1.00% Income 2.00% 63.00% 34.00% 1.00% Managed Equities 8.00% 26.00% 65.00% 1.00% Managed Fixed Income 9.00% 61.00% 29.00% 1.00% U.S. Focused 0.00% 99.00% 0.00% 1.00% 95.00% 0.00% 1.00% Balanced ESG 4.00% U.S. Endowments & Foundations 3.00% 96.00% 0.00% 1.00% Core Solutions - Retirement Models* As of October 6, 2025 Investment Strategy J.P. Morgan Affiliated Funds Non–J.P. Morgan Funds Six Circles Funds J.P. Morgan Cash Aggressive Growth 13.00% 57.00% 29.00% 1.00% Growth 7.00% 57.00% 35.00% 1.00% Balanced 6.00% 52.00% 41.00% 1.00% Conservative 4.00% 59.00% 36.00% 1.00% Income 2.00% 63.00% 34.00% 1.00% Managed Equities 8.00% 26.00% 65.00% 1.00% Managed Fixed Income 9.00% 61.00% 29.00% 1.00% U.S. Focused 0.00% 99.00% 0.00% 1.00% Balanced ESG 4.00% 95.00% 0.00% 1.00% * US Endowments & Foundations is not available to retirement accounts. 17  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 The prior composition of investment strategies is not intended to predict the future composition of investment strategies or use of J.P. Morgan Affiliated Funds for Core Solutions in the Program. Allocations shown here are illustrative only, do not necessarily represent actual use of J.P. Morgan Affiliated Funds and non–J.P. Morgan Funds represented in any particular client’s account, and may change without notice. JPMPI is not required to adhere to the illustrative allocations pictured here. The allocations in any particular client’s account will depend on, among other things, the investment strategy selected, client elections (such as non–J.P. Morgan Funds and unaffiliated SMA/Model Managers), client asset level, reasonable restrictions placed by clients on the management of an account, and other factors. Each client should review their account opening documentation, confirmations, and quarterly and annual statements for more information about the actual allocation in the client’s account. Multi-Manager Strategies Investment Process JPMPI, as portfolio manager of the Multi-Manager Strategies, is responsible for portfolio construction, including selecting Funds and Model Managers for these Strategies. For the Multi-Manager Strategies, JPMPI expects to generally follow a similar process as the one described under “Portfolio Construction” above. Multi-Manager Strategies - Allocation to J.P. Morgan Affiliated Funds JPMPI can allocate a portion of the assets in Multi-Manager Strategies to J.P. Morgan Affiliated Funds. That portion varies depending on market or other conditions. There are multiple investment strategies available in the Multi-Manager Strategies. Certain investment strategies invest only in mutual funds and ETFs, while other investment strategies can also utilize Model Managers. Refer to “Use of J.P. Morgan Affiliated Funds and SMA/Model Managers and Potential Conflicts of Interest” in Item 11.B below for more information on the use of J.P. Morgan Affiliated Funds and affiliated Model Managers. The following chart illustrates, as of the date indicated, the allocation of J.P. Morgan Affiliated Funds (excluding Six Circles Funds), non–J.P. Morgan Funds, Six Circles Funds, and J.P. Morgan cash for Multi- Manager Strategies. Multi-Manager Strategies As of October 6, 2025 Investment Strategy Six Circles Funds J.P. Morgan Affiliated Funds Non–J.P. Morgan Funds J.P. Morgan Cash Dynamic Multi-Asset Strategy 10.00% 88.00% 0.00% 2.00% 0.00% 98.00% 0.00% 2.00% Dynamic Multi-Asset Strategy – Non Prop Dynamic Yield Strategy 28.00% 71.00% 0.00% 1.00% Emerging Markets Growth and Income 0.00% 99.00% 0.00% 1.00% Liquidity Management Strategy 29.00% 70.00% 0.00% 1.00% 29.00% 70.00% 0.00% 1.00% Liquidity Management Strategy Retirement Sustainable Equity Strategy 9.00% 90.00% 0.00% 1.00% 18  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 Sustainable Fixed Income Strategy 0.00% 99.00% 0.00% 1.00% The prior composition of investment strategies in Multi-Manager Strategies is not intended to predict the future composition of investment strategies or use of J.P. Morgan Affiliated Funds in Multi-Manager Strategies. Allocations shown here are illustrative only, do not necessarily represent actual use of J.P. Morgan Affiliated Funds and non–J.P. Morgan Funds represented in any particular client’s account, and may change without notice. JPMPI is not required to adhere to the illustrative allocations pictured here. The allocations in any particular client’s account will depend on, among other things, the investment strategy selected, client elections, client asset level, reasonable restrictions placed by clients on the management of an account, and other factors. Each client should review their account opening documentation, confirmations, and quarterly and annual statements for more information about the actual allocation in the client’s account. Guided Accounts Investment Process JPMPI provides recommendations to JPMS regarding allocation guidelines and risk parameters for each Guided Account Model. Clients designate the specific asset allocation percentage desired for each asset class (within the approved asset allocation ranges). Clients also select one or more Funds or SMA/Model Managers in each asset class they select for their own accounts from those Funds or SMA/Model Managers available in Guided Account. JPMPI’s investment activities in Guided Accounts are subject to the oversight of and pursuant to an investment policy statement approved by JPMS. An internal governance committee provides non-standard oversight of the Program due to its non-discretionary nature, which includes reviewing allocation guidelines and risk parameters. In providing recommendations to JPMS regarding allocation guidelines and risk parameters for each Guided Account Model, as well as recommending the Funds and SMA/Model Managers available through the Program using its research, JPMPI considers J.P. Morgan’s overall long-term capital markets assumptions and seeks to balance risk and return over a long-term horizon, while providing clients with flexibility to achieve their desired asset allocations. JPMS determines the number of Funds and SMA/Model Managers in an asset class and the overall design of Guided Account Models. Periodically, JPMPI reviews with JPMS changes to the Guided Account composition, such as Fund and SMA/Model Manager additions, terminations, replacements, and probations. With respect to “Portfolio Construction,” clients select one or more Funds or SMA/Model Managers in each asset class they select for their own accounts from the Funds or SMA/Model Managers available in Guided Account. JPMPI may change the recommended allocation guidelines and risk parameters for a Guided Account Model. JPMS will notify affected clients of the changes and perform any re-balancing. In Guided Accounts, if a Fund or SMA/Model Manager has been terminated from the Program, all new and additional purchases and rebalances allocated to the terminated Fund or SMA/Model Manager will be allocated to cash until the replacement Fund or SMA/Model Manager is made available. Existing allocations will be sold and replaced with a Fund or SMA/Model Manager in the same asset class or the proceeds will be allocated to cash. If a Fund or SMA/Model Manager is terminated for ceasing research coverage, JPMPI will consult with JPMS before terminating the Fund or SMA/Model Manager. When evaluating replacement 19  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 Funds or SMA/Model Managers, JPMPI is expected to consider the same factors described above and will notify JPMS of the replacement Fund or SMA/Model Manager. JPMS will notify affected clients of the Fund’s or SMA/Model Manager’s unavailability in the Guided Account and of the recommended replacement Fund or SMA/Model Manager for the Program account assets invested in the terminated Fund or SMA/Model Manager. A client who does not approve of the replacement Fund or SMA/Model Manager should contact their JPMS investment adviser representative to select an alternative Fund or SMA/Model Manager. There is a period of time given for advisors and clients to seek and buy an alternative Fund or SMA/Model Manager instead of the replacement Fund or SMA/Model Manager. Past this notice period, if the client selects an alternative Fund or SMA/Model Manager, the replacement Fund or SMA/Model Manager will be sold and the client-selected Fund or SMA/Model Manager will be purchased. Selling the replacement Fund or SMA/Model Manager may cause income tax consequences and/or penalties. At times the only alternative Fund or SMA/Model Manager may be a J.P. Morgan Affiliated Fund or an affiliated SMA/Model Manager. The manager solutions team of JPMPI or its affiliates will determine, when appropriate, that a Fund or SMA/Model Manager be put on probation. A Fund or SMA/Model Manager on probation generally will not be made available by JPMS to new Guided Account clients. Existing Guided Account clients may continue to hold shares and purchase additional shares of a Fund or SMA/Model Manager on probation. If a Fund or SMA/Model Manager on probation is terminated, it will be replaced as described above. B. Material, Significant, or Unusual Risks Relating to Investment Strategies Client accounts will generally be invested in Funds and/or individual securities. The individual securities held in client accounts and by Funds generally will include U.S. or foreign equity or fixed income securities. The following risks are the primary risks associated with the investment strategies offered by JPMPI, as well as the possible risks applicable to client accounts. However, it is impossible to identify all of 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. For example, if a client’s investment strategy includes equity investments, the client should review the subsection “Risks that Apply Primarily to Equity Investments,” and, if the investment strategy includes fixed income securities, the client should review the subsection “Risks that Apply Primarily to Fixed Income Investments.” The “General Risks” subsection generally applies to the Program and investment strategies. The subsection “Other Miscellaneous Portfolio Risks” contains various other portfolio risks that may or may not apply to an account depending on the nature of an account’s investment strategy and the securities held in the client account. The subsection “Fund Risks” includes risks that are particularly applicable to Funds. However, depending on a Fund’s investment strategy, the risks found in the other subsections may be applicable to the Fund. While JPMPI seeks to manage the accounts and investment strategies 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 not rely solely on the descriptions provided below. Clients should carefully read all applicable informational materials and governing documents prior to selecting a strategy. Clients are urged to ask questions regarding risk factors applicable to a particular strategy or investment product, read all product-specific risk disclosures, and determine whether a particular strategy is suitable for their account in light of their specific circumstances, investment objectives, and financial situation. 20  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 Investing in securities involves risk of loss that clients should be prepared to bear. The investment performance and success of any particular investment cannot be predicted or guaranteed, and the value of a client’s investments will fluctuate due to market conditions and other factors. Investments are subject to various risks, including but not limited to market, liquidity, currency, economic, and political risks, and will not necessarily be profitable. Past performance of investments is not indicative of future performance. I. General Risks Many of the risks defined below apply to assets within the Program accounts or the Fund or SMA/Model Manager. 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 underperform in comparison to general financial markets, a particular financial market or other asset classes, due to a number of factors, including inflation (or expectations for inflation), deflation (or expectations for deflation), interest rates, global demand for particular products or resources, market instability, debt crises and downgrades, embargoes, tariffs, sanctions and other trade barriers, regulatory events, other governmental trade or market control programs and related geopolitical events. In addition, the value of a strategy’s investments may be negatively affected by the occurrence of global events such as war, terrorism, environmental disasters, natural disasters or events, country instability, and infectious disease epidemics, pandemics or endemics. Infectious Disease Risk The effects of any future pandemic or other global events to business and market conditions may have a significant negative impact on the performance of the separately managed accounts and J.P. Morgan Affiliated Fund investments, increase separately managed account and fund volatility, exacerbate preexisting political, social, and economic risks to separately managed accounts and J.P. Morgan Affiliated Funds, and negatively impact broad segments of businesses and populations. In addition, governments, their regulatory agencies, or self-regulatory organizations have taken or may take actions in response to a pandemic or other global events that affect the instruments in which a separately managed account or J.P. Morgan Affiliated Funds invest, or the issuers of such instruments, in ways that could have a significant negative impact on such account’s or fund’s investment performance. The ultimate impact of any pandemic or other global events and the extent to which the associated conditions and governmental responses impact a separately managed account or J.P. Morgan Affiliated Fund will also depend on future developments, which are highly uncertain, difficult to accurately predict and subject to frequent changes. 21  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 Regulatory Risk There have been legislative, tax, and regulatory changes and proposed changes that may apply to the activities of JPMPI that may require legal, tax and regulatory changes, including requirements to provide additional information pertaining to a client account to the Internal Revenue Service (“IRS”) or other taxing authorities. Regulatory changes and restrictions imposed by regulators, self-regulatory organizations 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 would negatively impact performance. Key Personnel Risk If one or more key individuals become unavailable to JPMPI, including any of the portfolio managers of an investment strategy, who are important to the management of the portfolio’s assets, the portfolio could suffer material adverse effects, including substantial share redemptions that could require the portfolio to sell portfolio securities at times when markets are not favorable. Risks Associated with the Use of Artificial Intelligence (“AI”) Tools J.P. Morgan relies on programs and systems that utilize AI, machine learning, probabilistic modeling, and other data science technologies (“AI Tools”). AI Tools are highly complex, and may be flawed, hallucinate, reflect biases included in the data on which such tools are trained, be of poor quality, or be otherwise harmful. J.P. Morgan typically incorporates human oversight to reduce the risk of acting on potentially defective outputs. AI Tools present Data Sources Risk, Cybersecurity Risk, and Model Risk (as further described below). The U.S. and global legal and regulatory environment relating to the use of AI Tools is uncertain and rapidly evolving, and could require changes in JPMPI’s implementation of AI Tools and increase compliance costs and the risk of non-compliance. Further, J.P. Morgan uses AI Tools developed by third parties, and J.P. Morgan may have limited visibility over the accuracy and completeness of such AI Tools. Data Sources Risk Although J.P. Morgan obtains data, including alternative data, and information from third-party sources that it considers to be reliable, J.P. Morgan does not warrant or guarantee the accuracy and/or completeness of any data or information provided by these sources. J.P. Morgan has controls for certain data, that, among other things, consider the representations of such third parties with regard to the provision of the data to J.P. Morgan in compliance with applicable laws. J.P. Morgan does not make any express or implied warranties of any kind with respect to such third-party data. J.P. Morgan shall not have any liability for any errors or omissions in connection with any data obtained from third-party sources. AI Tools often use data feeds from a number of sources. If those data feeds or formats become corrupted, compromised, or discontinued in any material manner, or become undeliverable or inaccessible in a timely manner, the tools will be unable to properly function or its operation may be adversely impacted. The tool’s ability to use the data may also be adversely impacted by any change in the format of data delivered or acquired by the tools. The timeliness and quality of a third party’s data may be compromised for a variety of reasons, some of which are outside of the control of J.P. Morgan and the third-party data provider. A 22  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 tool’s ability to process data may also be adversely affected if J.P. Morgan experiences any disruptions to its computing resources or network connections, including disruption of cloud-based computing resources. Cybersecurity Risk As the use of technology has become more prevalent in the course of business, J.P. Morgan has become more susceptible to operational and financial risks associated with cybersecurity, including: theft, loss, misuse, improper release, corruption and destruction of, or unauthorized access to, confidential or highly restricted data relating to J.P. Morgan and its clients, and compromises or failures to systems, networks, devices and applications, including but not limited to AI Tools and cloud-based computing resources relating to the operations of J.P. Morgan and its service providers. Cybersecurity risks can result in financial losses to J.P. Morgan and its clients; the inability of J.P. Morgan 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. J.P. Morgan’s service providers (including any sub- advisers, administrators, transfer agents, and custodians or their agents), financial intermediaries, the companies in which client accounts and funds invest, and parties with which J.P. Morgan engages in portfolio or other transactions also may be adversely impacted by cybersecurity risks in their own businesses, which could result in losses to J.P. Morgan or its clients. While measures have been developed that are designed to reduce the risks associated with cybersecurity, there is no guarantee that those measures will be effective, particularly since J.P. Morgan does not directly control the cybersecurity defenses or plans of its service providers, financial intermediaries and companies in which they invest or with which they do business. Use of AI Tools may lead to increased risks of cyberattacks or data breaches and the ability to launch more automated, targeted, and coordinated attacks, due to the vulnerability of AI technology to cybersecurity threats. Model Risk Some strategies can 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. Additionally, client accounts with lower asset levels can experience some dispersion from the established models. Intellectual Property and Technology Risks Involved in International Operations There can be risks to technology and intellectual property that can result from conducting business outside the United States. This is particularly true in jurisdictions that do not have comparable levels of protection of corporate proprietary information and assets such as intellectual property, trademarks, trade secrets, know-how and customer information and records. As a result, JPMPI can be more susceptible to potential theft or compromise of data, technology and intellectual property from a myriad of sources, including direct 23  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 cyber intrusions or more indirect routes such as companies being required to compromise protections or yield rights to technology, data or intellectual property in order to conduct business in a foreign jurisdiction. II. Risks that Apply Primarily to Equity Investments When investing in equity securities (such as stocks), or when selecting Funds or SMA/Model Managers that invest in equity securities, such strategies will be more or less 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 will generally 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. When investing in growth equity securities, or when selecting Funds or SMA/Model Managers that invest in growth equity securities, the portfolio manager attempts to identify companies that it 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 generally trade at higher multiples of current earnings compared to value or other stocks, leading to inflated prices and thus potentially greater declines in value. When investing in value equity securities, or when selecting Funds or SMA/Model Managers that invest in value equity securities, the portfolio manager attempts to identify companies that are undervalued or attractively valued according to the portfolio manager’s estimate of their true worth. The portfolio manager 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 can decrease in price or not increase in price as anticipated by the portfolio manager if other investors fail to recognize the company’s value or the factors that the portfolio manager believes will cause the stock price to increase do not occur. Certain strategies, Funds or SMA/Model Managers invest in securities of smaller companies. Investments in smaller companies are generally riskier than investments in larger companies. Securities of smaller companies tend to be less liquid than securities of larger companies. In addition, small companies are generally 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. 24  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 III. Risks that Apply Primarily to Fixed Income Investments Interest Rate Risk “Interest rate risk” refers to the risk associated with market changes in interest rates. Interest rate changes may affect the value of a debt instrument indirectly (especially in the case of fixed rate securities) and directly (especially in the case of instruments whose rates are adjustable). Fixed rate securities increase or decrease in value based on changes in interest rates. If rates increase, the value of these investments generally declines. On the other hand, if rates fall, the value of these investments generally increases. Securities with greater interest rate sensitivity and longer maturities generally are subject to greater fluctuations in value. Variable and floating rate (i.e., adjustable) 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 governmental and tax policies, central bank monetary policy (such as an interest rate increase by the Federal Reserve), domestic and international economic and political considerations, fiscal deficits, trade surpluses or deficits, regulatory requirements, rising inflation rates, general economic conditions, and other factors beyond the control of JPMPI. It is difficult to accurately predict the pace at which interest rates will change, or the timing, frequency or magnitude of any such changes. Any such changes could be sudden and could expose debt markets to significant volatility and reduced liquidity for securities. Interest rate sensitivity is generally more pronounced and less predictable in instruments with uncertain payment or prepayment schedules. This risk will be greater for long-term securities than for short-term securities. While for certain accounts JPMPI may from time to time seek to hedge interest rate risks (including through investments in treasury securities or derivative instruments), there is no assurance that such measures, to the extent implemented, will be effective. Credit Risk There is a risk that issuers and/or counterparties will not make payments on securities and instruments when due or will default completely. Such default could result in losses. In addition, the credit quality of securities and instruments 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 or instrument, affect liquidity and make it difficult to sell the security or instrument. Certain strategies may invest in securities or instruments that are rated in the lowest investment grade category. Such securities or instruments are also considered to have speculative characteristics similar to high yield securities, and issuers or counterparties of such securities or instruments are more vulnerable to changes in economic conditions than issuers or counterparties of higher grade securities or instruments. Prices of fixed income securities will be adversely affected, and credit spreads will 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 of an issuer 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 25  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 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 and instruments that are issued by companies that are highly leveraged, less creditworthy or financially distressed. These investments (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 Risk 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. 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 at the price that normally prevails in the market. Interest on municipal bonds is generally exempt from federal income tax. The interest payments may also be exempt from state and local taxes if you reside in the state where the bond is issued. If a client invests 26  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 in municipal bonds in a state other than the state of the client’s residence, the client may not receive the state income tax benefits. Additionally, the interest rate for municipal bonds is usually lower than on taxable fixed income securities such as corporate bonds. Clients investing in municipal bonds should consider consulting a tax professional to discuss the tax implications of investing in municipal bonds, including the possibility that the bonds may be subject to the federal alternative minimum tax and may not be eligible for state income tax benefits. Credit Spread Risk Credit spread risk is the risk that a change in credit spreads will adversely affect the value of an investment. Even when a market exists, there may be a substantial credit spread, which is the difference in yield between two fixed income instruments that have similar maturity but different credit quality. The value of fixed income instruments generally moves in the opposite direction of credit spreads. Values decrease when credit spreads widen and increase when credit spreads narrow. Call Risk Declining interest rates may cause issuers to call their bonds in order to sell new bonds paying lower interest rates. The bond’s principal is repaid early, but the investor is left unable to find a similar bond with as attractive a yield. Reinvestment Risk Investors in callable bonds may not receive the bond’s original coupon rate for the entire term of the bond, and they may be unable to find an equivalent investment paying rates as high as the original rate. In addition, once the call date has been reached, the stream of a callable bond’s interest payments is uncertain and any appreciation in the market value of the bond may not rise above the call price. Prepayment and Extension Risk Callable bonds and asset-backed securities (a pool of fixed income securities backed by a package of assets, including, but not limited to, mortgages, automobile loans and credit card receivables) are also subject to prepayment and extension risk. A decline in interest rates and other factors may result in unexpected prepayment of the underlying obligations, possibly causing a decline in the value of the investment and reinvestment at lower interest rates. An increase in interest rates and other factors may extend the life of such a security because the prepayments do not occur as expected, possibly causing a decline in the value of the investment. Since JPMPI’s fees apply to the total market value of the assets under management, in a low interest rate environment the net investment return on fixed income investments could be negative. Income Risk An account’s income will decline when interest rates fall if it holds a significant portion of short duration securities and/or securities that have floating or variable interest rates. Further, an account’s income could decline if it invests in lower-yielding bonds, as bonds in the portfolio mature, are near maturity or are called. IV. Other Miscellaneous Risks Liquidity Risk 27  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 Investments in some equity and privately placed securities, structured notes or other instruments can be difficult to purchase or sell, possibly preventing the sale of these illiquid securities at an advantageous price or when desired. A lack of liquidity can also cause the value of investments to decline and the illiquid investments can also be difficult to value. Additionally, there may be no market for a fixed income instrument, and the holder may not be able to sell the security at the desired time or price. Even when a market exists, there may be a substantial difference between the secondary market bid and ask prices for a fixed income instrument. Active Trading 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. Derivatives Risk Funds in a client portfolio 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. The possible lack of a liquid secondary market for derivatives and the resulting ability to sell or otherwise close a derivatives position could expose a portfolio to losses. Additionally, certain derivatives are subject to position limits imposed by regulators, and JPMPI will not be able to obtain additional exposure if these limits are reached. 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. 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 will generally 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. Diversification Risk JPMPI’s asset allocation and Model Portfolio construction processes assume that diversification is beneficial. This concept is a generally accepted investment principle, although no amount of diversification 28  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 can eliminate investment risk, and the investment returns of a diversified portfolio may be lower than a more concentrated portfolio or a single investment over a similar period. Focused Portfolio Risk A focused portfolio investment strategy’s portfolio will generally have more volatility risk than a strategy that invests in securities of a greater number because changes in the value of an individual security will have a more significant effect, either negative or positive, on the portfolio’s value. To the extent that the portfolio invests its assets in fewer securities, the portfolio is subject to greater risk of loss if any of those securities lose value. 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. This includes where accounts enter into uncollateralized covered agency transactions and derivatives transactions. Currency Risk Changes in foreign currency exchange rates will affect the value of certain portfolio securities. Generally, when the value of the U.S. dollar rises in value relative to a foreign currency, an investment impacted by that currency loses value because that currency is worth less in U.S. dollars. Currency exchange rates may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates. 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, may be riskier than other types of investments and may increase the volatility of a portfolio. Foreign Issuers 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, expropriation and nationalization risks, sanctions or other measures by the United States or other governments, currency fluctuations, higher transactions costs, delayed settlement, possible foreign controls on investment, 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. 29  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 Emerging Markets Risk International investing bears greater risk due to social, economic, regulatory and political instability in countries in “emerging markets.” Emerging market securities can be more volatile and less liquid than developed market securities. Changes in exchange rates and differences in accounting and taxation policies outside the United States can also affect returns. Investments in foreign currencies and foreign issuers are subject to additional risks, including political and economic risks, greater volatility, civil conflicts and war, currency fluctuations, higher transaction costs, delayed settlement, possible foreign controls on investment, expropriation and nationalization risks, and less stringent investor protection and disclosure standards. These risks are magnified in countries in “emerging markets.” LIBOR Discontinuance Risk The London Interbank Offering Rate (“LIBOR”) was intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. After the global financial crisis, regulators globally determined that existing interest rate benchmarks should be reformed based on a number of factors, including that LIBOR and other interbank offering rates (“IBORs”) may no longer be representative of the underlying markets. New or alternative reference rates have since been used in place of LIBOR. Replacement rates that have been identified include the Secured Overnight Financing Rate (“SOFR,” which is intended to replace U.S. dollar LIBOR and measures the cost of U.S. dollar overnight borrowings collateralized by treasuries) and the Sterling Overnight Index Average rate (“SONIA,” which is intended to replace pound sterling LIBOR and measures the overnight interest rate paid by banks in the sterling market). Markets are slowly developing in response to these new rates. As a result of the benchmark reforms, publication of all LIBOR settings has ceased, and JPMPI and the funds and accounts it manages have generally transitioned to successor or alternative reference rates as necessary. Although the transition process away from IBORs for most instruments has been completed, there is no assurance that 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, which may affect the value, volatility, liquidity or return on certain of a fund’s or other client account’s loans, notes, derivatives and other instruments or investments comprising some or all of a fund’s or other client account’s portfolio and result in costs incurred in connection with changing reference rates used for positions, closing out positions and entering into new trades. The transition from LIBOR to alternative reference rates may result in operational issues for a fund or a client account or their investments. Moreover, certain aspects of the transition from IBORs will rely on the actions of third-party market participants, such as clearing houses, trustees, administrative agents, asset servicers and certain service providers; no assurances can be given as to the impact of the transition away from LIBOR on a fund or other client account or their investments. These risks may also apply with respect to changes in connection with other IBORs (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 ESG/Sustainable Investing Strategies Investment approaches that incorporate ESG considerations or sustainable investing may include additional risks. ESG or sustainable investing strategies (together, “ESG Strategies”), including SMAs, mutual funds and ETFs can limit the types and number of investment opportunities and, as a result, could underperform other strategies that do not have an ESG or sustainable focus. Certain strategies focusing on a particular theme or sector can be more concentrated in particular industries or sectors that share common characteristics and are often subject to similar business risks and regulatory burdens. Because 30  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 investing on the basis of ESG/sustainability criteria can involve qualitative and subjective analysis, there can be no assurance that the methodology utilized by or determinations made by, J.P. Morgan, or an investment manager or investment adviser selected by J.P. Morgan, will align with the beliefs or values of the client. Additionally, other investment managers and investment advisers, including our affiliates, can have a different approach to ESG or sustainable investing and can offer ESG Strategies that differ from the ESG Strategies offered by J.P. Morgan with respect to the same theme or topic. In addition to the ESG Strategies, J.P. Morgan also offers investment products that utilize ESG criteria in developing the product while seeking to maximize financial return. When evaluating investments, an investment manager or investment adviser is dependent upon information and data that might be incomplete, inaccurate or unavailable, which could cause the manager/adviser to incorrectly assess an investment’s ESG or sustainable attributes. In making investment decisions, J.P. Morgan uses data and information, including, but not limited to, industry classifications, industry grouping, ratings, scores and issuer screening provided by third-party data providers, or by a J.P. Morgan–affiliated service provider. J.P. Morgan does not review, guarantee or validate any third-party data, ratings, screenings or processes. Such data and information will not have been validated by J.P. Morgan and can therefore be incomplete or erroneous. ESG and sustainable investing are not uniformly defined concepts and scores or ratings may vary across data providers that use similar or different screens based on their process for evaluating ESG characteristics. Investments identified by J.P. Morgan as demonstrating positive ESG characteristics might not be the same investments identified by other investment managers in the market that use similar ESG screens or methodologies. In addition, investments identified as demonstrating positive ESG characteristics at a particular point in time might not exhibit positive or favorable ESG characteristics across all relevant metrics or methodologies or on an ongoing basis. ESG or sustainable investing practices differ by asset class, country, region and industry and are constantly evolving. As a result, a company’s ESG or sustainability-related practices and J.P. Morgan’s assessment of such practices could change over time. The ESG or sustainable solutions offered by J.P. Morgan meet our internally developed criteria for inclusion in the ESG Strategies available to clients, which, where applicable, take into account ESG or sustainable investing regulations. As part of the due diligence process, the manager solutions team of J.P. Morgan or its affiliates applies an eligibility framework that establishes minimum criteria for determining the universe of ESG Strategies offered to clients. Strategies that satisfy our ESG eligibility criteria also are subject to the same due diligence and performance review process as all other strategies. Accordingly, these strategies can be selected by the adviser, in its discretion and as appropriate, for inclusion in any client portfolio. The evolving nature of sustainable finance regulations and the development of jurisdiction-specific legislation setting out the regulatory criteria for a “sustainable investment” or “ESG” investment mean that there is likely to be a difference in the regulatory meaning of such terms. This is already the case in the European Union where, for example, under the Sustainable Finance Disclosure Regulation (EU) (2019/2088) (“SFDR”) certain criteria must be satisfied in order for an investment to be classified as a “sustainable investment.” Unless otherwise specified and where permitted by applicable law, any references to “sustainable investing” or “ESG” in this material are intended as references to our internally developed criteria only and not to any jurisdiction-specific regulatory definition. 31  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 Category Restrictions and Exclusions Risks ESG Strategies can follow different approaches. For example, some ESG Strategies select companies based on positive ESG characteristics while others may apply screens in order to exclude particular sectors or industries from a client’s Portfolio. Restrictions and exclusions can affect the investment manager’s ability to make investments or take advantage of opportunities that may be available to clients that do not choose similar restrictions and, as a result, investment performance could suffer. In order to implement category restrictions, JPMPI may rely on information about a company, industry classification, industry grouping and/or issuer screening provided by J.P. Morgan or an affiliated service provider or a third party. Category restrictions aim to screen companies that engage in certain behaviors or earn revenue derived from a restricted category; however, they do not exclude all companies with any tie or revenue derived from such restricted category. If a client holds an investment that is perceived to belong to the restricted category, such security will be sold and could trigger a taxable event for that client. Third-party managers may apply category restrictions differently than J.P. Morgan or its affiliates and use different data, data providers and methodologies; therefore, the selection of restricted securities and the number of restricted securities may differ in the same category. Category restrictions require assumptions, opinions and the subjective judgment of a data provider that might not reflect J.P. Morgan’s views or values and/or the views or values of the client. Further, use of a particular data source from an organization does not mean that J.P. Morgan endorses all the activities of that organization. Additionally, data providers will have conflicts of interest when receiving compensation from or providing services to companies that use or obtain their ratings. JPMPI does not review, guarantee or validate any third-party data, ratings, screenings or processes. Moreover, issuer screenings and processes to implement category restrictions are not absolute and could be discontinued or changed at any time, including, but not limited to, changes to industry sector definitions, parameters, ownership categories, revenue calculations and estimations that could result in the portfolio holding investments in companies that derive revenue from the restricted category. If there is a change in the screening methodology or processes used to implement category restrictions, it could lead to trading in the account, which could trigger a taxable event. The application of category restrictions varies by asset class. Restrictions are not available for all strategies and JPMPI or third-party manager can reject a restriction if it deems the restriction to be unreasonable or not in line with the strategy. The number of restrictions that a client can select are limited based on the potential impact to the applicable strategy and potential deviation from the strategy’s model. Only those restrictions that can be applied by JPMPI or a third-party manager will be applied to the client’s portfolio. Any faith-based restrictions will exclude multiple categories selected by a third-party provider based generally on the values and norms of such groups; however, such restrictions will not completely represent or fully align with the client’s values or religious beliefs. For client portfolios that can hold Funds, the adviser cannot restrict specific securities or types of securities that are held within any Fund. Category restrictions will not be applied to strategies that invest only in Funds, nor will they be applied to investments made by Funds, so it is possible that client restrictions would not have any practical effect on a portfolio comprised primarily of Fund investments. 32  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 REITs Risk The value of real estate securities in general, and REITs in particular, are subject to similar risks as direct investments in real estate and mortgages, and their value will be influenced by many factors including the value of the underlying properties or the underlying loans or interests. The underlying loans may be subject to the risks of default or of prepayments that occur later or earlier than expected and such loans may also include so-called “subprime” mortgages. The value of these securities will rise and fall in response to many factors, including economic conditions, the demand for rental property, interest rates and, with respect to REITs, the management skill and creditworthiness of the issuer. In particular, the value of these securities may decline when interest rates rise and will also be affected by the real estate market and by the management of the underlying properties. There is no public trading market for private or public non-traded REITs; therefore, such REITs may be more volatile and/or more illiquid than publicly traded REITs and other types of equity securities. Infrastructure Investments Risk Investing in infrastructure and infrastructure-related assets is subject to a variety of risks, including: the burdens of ownership of infrastructure; local, national, and international economic conditions; the supply and demand for services from and access to infrastructure; the financial condition of users and suppliers of infrastructure assets; risks related to construction, regulatory requirements, labor actions, health and safety matters, government contracts, operating and technical needs, capital expenditures, demand and user conflicts, bypass attempts, strategic assets, changes in interest rates, and the availability of funds that may render the purchase, sale or refinancing of infrastructure assets difficult or impracticable; troubled infrastructure assets; changes in environmental laws and regulations, and planning laws and other governmental rules; regulatory risks; ESG-related risks; environmental claims arising in respect of infrastructure acquired with undisclosed or unknown environmental problems or as to which inadequate reserves have been established; changes in energy prices; changes in fiscal and monetary policies; negative developments in the economy that depress travel; changes in market and societal sentiment toward traditional energy infrastructure or otherwise the growth in demand, globally and by jurisdiction, for renewable and other alternative energy sources; climate-related transition risk; stranded asset risk; political risk; commodity price risk; uninsured casualties; force majeure acts, wars/conflicts, terrorist events, cyberattacks, pandemics and/or public health emergencies; under-insured or uninsurable losses; stability of local and/or global financial system; and other factors that are beyond the reasonable control of the investor and its advisers. Many of these factors could cause fluctuations in usage, expenses, and revenues, causing the value of infrastructure and infrastructure-related investments to decline and negatively affect the collective returns on such investments. V. Fund Risks Investment in Funds An investment in Funds is subject to the risks associated with the investment program of the particular Fund, as outlined in Sections I-IV above. The investment performance of client accounts that implement their strategies by investing in underlying Funds is directly related to the performance of the underlying Funds. There is no assurance that the underlying Funds will achieve their investment objectives. Clients will bear their proportionate share of the underlying Funds’ expenses. 33  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 Fund Liquidity Risk A Fund may make investments that are illiquid or that may become less liquid in response to market developments or adverse investor perceptions. Illiquid investments may be more difficult to value. The liquidity of portfolio securities can deteriorate rapidly due to credit events affecting issuers or guarantors, such as a credit rating downgrade, or due to general market conditions or a lack of willing buyers. An inability to sell one or more portfolio positions, or selling such positions at an unfavorable time and/or under unfavorable conditions, can increase the volatility of a Fund’s net asset value (“NAV”) per share. Liquidity risk may also refer to the risk that the Fund will not be able to pay redemption proceeds within the allowable time period because of unusual market conditions, an unusually high volume of redemption requests, or other reasons. Liquidity risk may be the result of, among other things, the reduced number and capacity of traditional market participants to make a market in fixed income securities or the lack of an active market. The potential for liquidity risk may be magnified by a rising interest rate environment or other circumstances where investor redemptions from money market and other fixed income mutual funds may be higher than normal, potentially causing increased supply in the market due to selling activity. Fund Management Risk A Fund is subject to management risk if it is actively managed because it does not seek to replicate the performance of a specified index. Each Fund manager and its portfolio managers will utilize proprietary investment processes, techniques and risk analyses in making investment decisions, but there can be no guarantee that these decisions will produce the desired results. In addition, legislative, regulatory, or tax developments may affect the investment techniques available to the fund managers in connection with managing a Fund and may also adversely affect the ability of a Fund to achieve its investment objective. Non-Diversified Fund Risk If a Fund is non-diversified, it may invest a greater percentage of its assets in a particular issuer or group of issuers than a diversified fund would. This increased investment in fewer issuers may result in the Fund’s shares being more sensitive to economic results among those issuing the securities. Completion Fund Risk (Six Circles Funds) An investment in the Six Circles Funds is not designed to be a complete investment program. It is intended to be part of a broader investment program administered by JPMPI or its affiliates. The Fund is managed to take into account the investment goals of the broader investment program and therefore changes in value of a Six Circles Fund may be particularly pronounced and the Fund may underperform a similar fund managed without consideration of the broader investment program. Multi-Manager Risk (Six Circles Funds) For the Six Circles Funds, a Fund’s performance depends on JPMPI’s investment skill and its skill in selecting, overseeing, and allocating Fund assets to sub-advisers. The sub-advisers’ investment styles may not always be complementary. The sub-advisers operate independently (e.g., make investment decisions independently of one another), and may make decisions that conflict with each other. For example, it is possible that a sub-adviser may purchase a security for the Fund at the same time that another sub-adviser sells the same security, resulting in higher transaction costs without accomplishing any net investment result; or that several sub-advisers purchase the same security at the same time, without aggregating their transactions, resulting in higher transaction costs. The Fund’s sub-advisers may 34  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 underperform the market generally, underperform other investment managers that could have been selected for the Fund and/or underperform private investment funds with similar strategies managed by the sub-advisers. Subject to the overall supervision of the Fund’s investment program by JPMPI, each sub-adviser is responsible, with respect to the portion of the Fund’s assets it manages, for compliance with the Fund’s investment strategies and applicable law. ETFs and Index Mutual Funds ETFs and index mutual funds are marketable securities that are interests in registered funds, and are designed to track, before fees and expenses, the performance or returns of a relevant basket of assets, usually an underlying index. The index may be published or calculated by affiliates of JPMPI. Unlike mutual funds, an ETF trades like a common stock on a stock exchange. ETFs experience price changes throughout the day as they are bought and sold. ETFs typically have higher daily liquidity and lower fees than mutual fund shares. Physical replication and synthetic replication are two of the most common structures used in the construction of ETFs and index mutual funds. Physically replicated ETFs and index mutual funds buy all or a representative portion of the underlying securities in the index that they track. In contrast, some ETFs and index mutual funds do not purchase the underlying assets but gain exposure to them by use of swaps or other derivative instruments. In addition to the general risks of investing in funds, there are specific risks to consider with respect to an investment in ETFs, including, but not limited to: • Variance from Benchmark Index. ETF and index mutual fund performance may differ from the performance of the applicable index for a variety of reasons. For example, ETFs and index mutual funds incur operating expenses and portfolio transaction costs not incurred by the benchmark index, may not be fully invested in the securities of their indices at all times, or may hold securities not included in their indices. In addition, corporate actions with respect to the equity securities underlying ETFs and mutual funds (such as mergers and spin-offs) may impact the variance between the performances of the funds and applicable indices. • Passive Investing Risk. Passive investing differs from active investing in that ETF and index mutual fund managers are not seeking to outperform their benchmark. As a result, managers may hold securities that are components of their underlying index, regardless of the current or projected performance of the specific security or market sector. Passive managers do not attempt to take defensive positions based upon market conditions, including declining markets. This approach could cause a passive vehicle’s performance to be lower than if it employed an active strategy. • Secondary Market Risk. ETF shares are bought and sold in the secondary market at market prices. Although ETFs are required to calculate their NAV on a daily basis, at times the market price of an ETF’s shares may be more than the NAV (trading at a premium) or less than the NAV (trading at a discount). Given the differing nature of the relevant secondary markets for ETFs, certain ETFs may trade at a larger premium or discount to NAV than shares of other ETFs depending on the markets where such ETFs are traded. The risk of deviation from NAV for ETFs generally is heightened in times of market volatility or periods of steep market declines. For example, during periods of market volatility, securities underlying ETFs may be unavailable in the secondary market, market participants may be unable to calculate accurately the NAV per share of such ETFs, and the liquidity of such ETFs may be adversely affected. This kind of market volatility may 35  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 also disrupt the ability of market participants to create and redeem shares in ETFs. Further, market volatility may adversely affect, sometimes materially, the prices at which market participants are willing to buy and sell shares of ETFs. As a result, under these circumstances, the market value of shares of an ETF would vary substantially from the NAV per share of such ETF, and the client may incur significant losses from the sale of ETF shares. • Tracking the Index. Certain funds track financial indices in which J.P. Morgan retains various intellectual property rights. As a result, J.P. Morgan may be entitled to receive index licensing fees from unaffiliated licensees of these indices. Affiliates of JPMPI may develop or own and operate stock market and other indices based on investment and trading strategies developed by such affiliates. Affiliates of JPMPI may also assist unaffiliated entities in creating indices that are tracked by certain ETFs or certain client accounts utilized by JPMPI. Some of the ETFs advised by affiliates of JPMPI (“J.P. Morgan ETFs”) seek to track the performance of certain of these indices. In addition, J.P. Morgan may manage client accounts that track the same indices used by the J.P. Morgan ETFs or that may be based on the same, or substantially similar, strategies that are used in the operation of the indices and the J.P. Morgan ETFs. The operation of the indices, the J.P. Morgan 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 J.P. Morgan ETFs may engage in purchases and sales of securities relating to index changes to a time different to the implementation of index updates or J.P. Morgan ETFs engaging in similar transactions because the client accounts may be managed and rebalanced on an ongoing basis, whereas the J.P. Morgan 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 or less favorable performance relative to that of the index and the J.P. Morgan ETFs or other client accounts that track the index. Furthermore, J.P. Morgan may, from time to time, manage client accounts that invest in these J.P. Morgan ETFs. Other potential conflicts include the potential for unauthorized access to index information, allowing index changes that benefit JPMPI or other client accounts and not the investors in the ETFs and index mutual funds. J.P. Morgan has established certain information barriers and other policies to address the sharing of information between different businesses within J.P. Morgan, including with respect to personnel responsible for coordinating the development and governance of the indices and those involved in decision- making for the ETFs and index mutual funds. In addition, JPMPI has adopted a code of ethics (the “Code of Ethics”). Liquid Alternative Funds Liquid Alternative Funds typically can invest in assets such as global real estate, commodities, derivatives, leveraged loans, start-up companies, unlisted securities, and other investments that offer exposure beyond traditional stocks, bonds, and cash. These funds provide a source of returns with a low correlation with the performance of traditional asset classes, such as equities and bonds. Hedge funds often engage in leveraging, short selling, derivatives, and other speculative investment practices that increase the risk of a complete loss of a client’s investment. Hedge funds often charge performance fees in addition to management fees. Liquid Alternative Funds utilize strategies similar to hedge funds, but are subject to regulatory limits on illiquid investments, leveraging, and amounts that may be invested in any one issuer. However, Liquid Alternative Funds can trade more frequently and generally will hold more non-traditional investments and 36  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 employ more complex trading strategies than traditional mutual funds. Liquid Alternative Funds often have higher total expense ratios compared to traditional mutual funds plus higher annual operating expenses. Higher fees will negatively impact performance compared to traditional mutual funds. Unlike hedge funds, Liquid Alternative Funds generally cannot charge performance fees in addition to management fees. Liquid Alternative Funds also offer daily liquidity. Although Liquid Alternative Funds can offer diversification within a relatively liquid and accessible structure, they do not have the same type of returns as other alternative investments. The risk characteristics of Liquid Alternative Funds can be similar to those generally associated with other alternative investments. In addition to the usual market and investment- specific risks of traditional mutual funds, Liquid Alternative Funds may carry additional risks based on the strategies they use and the underlying investments made by the Liquid Alternative Funds. These strategies may target specific returns or benchmarks, and seek to mitigate or provide exposure to alternative asset classes. In general, Liquid Alternative Funds are speculative investments that have the potential for significant loss of principal. Investments in Liquid Alternative Funds are only available to certain clients who meet applicable eligibility and suitability requirements and in circumstances approved by JPMS. Because Liquid Alternative Funds involve speculative strategies, clients should fully understand the terms, investment strategy, and risk associated with such Funds. For example, the use of aggressive investment techniques, such as futures, forward contracts, swap agreements, derivatives, and options, can increase a Liquid Alternative Fund’s volatility and carries a high risk of substantial loss. Prospectus Delivery A discretionary investment adviser can receive prospectuses and other issuer-related materials on behalf of a client for any Funds in a client’s account with client authorization. The adviser, as a client’s agent, will have access to the prospectuses and issuer-related materials and can rely upon them to make Fund investments on the client’s behalf; however clients will no longer receive such prospectuses or issuer- related materials directly, but can access them via the issuer’s website or request copies from the adviser at any time. Prospectuses and issuer-related materials contain important information and detailed descriptions of additional fees and expenses, investment minimums, risk factors and conflicts of interest disclosures, as well as client’s rights, responsibilities and liabilities with respect to such investments. Additionally, this Brochure contains other general information regarding fees and expenses, investment minimums, risk factors and conflicts of interest disclosures. Tactical Allocations For Core Solutions, JPMPI generally has discretion to make short to intermediate term tactical allocations that increase or decrease the exposure to asset classes and investments. As a result of these tactical allocations, a client account may deviate from its strategic target allocations at any given time. A client account’s tactical allocation strategy may not be successful in adding value, may increase losses to the 37  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 account or fund and/or cause the account or fund to have an investment strategy different than that portrayed in the client account’s strategic asset allocations from time to time. C. Risks Associated with Particular Types of Securities Refer to response to Item 8.B. ITEM 9 Disciplinary Information A. Criminal or Civil Proceedings JPMPI has no material civil or criminal actions to report. B. Administrative Proceedings Before Regulatory Authorities JPMPI has no material administrative proceedings before the SEC, any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority to report. On December 18, 2015, JPMS and JPMCB (together “Respondents”), affiliates of JPMPI, entered into a settlement with the SEC, resulting in the SEC issuing an order (the “SEC Order”), and JPMCB entered into a settlement with the U.S. Commodity Futures Trading Commission (“CFTC”), resulting in the CFTC issuing an order. The Respondents consented to the entry of the SEC Order that finds that JPMS violated Sections 206(2), 206(4), and 207 of the Investment Advisers Act of 1940 (“Advisers Act”) and Rule 206(4)-7 and JPMCB violated Sections 17(a)(2) and 17(a)(3) of the Securities Act of 1933. The SEC Order finds that JPMCB negligently failed to adequately disclose (a) from February 2011 to January 2014, a preference for affiliated mutual funds in certain discretionary investment portfolios (the “Discretionary Portfolios”) managed by JPMCB and offered through J.P. Morgan’s U.S. Private Bank (the “U.S. Private Bank”) and the Chase Wealth Management lines of business; (b) from 2008 to 2014, a preference for affiliated hedge funds in certain of those portfolios offered through the U.S. Private Bank; and (c) from 2008 to August 2015, a preference for retrocession-paying third-party hedge funds in certain of those portfolios offered through the U.S. Private Bank. With respect to JPMS, the SEC Order finds, that from May 2008 to 2013, JPMS negligently failed to adequately disclose, including in documents filed with the SEC, conflicts of interest associated with its use of affiliated mutual funds in the Chase Strategic Portfolio Program (“CSP”), specifically, a preference for affiliated mutual funds, the relationship between the discounted pricing of certain services provided by an affiliate and the amount of CSP assets invested in affiliated products, and that certain affiliated mutual funds offered a lower-cost share class than the share class purchased for CSP. In addition, the SEC Order finds that JPMS failed to implement written policies and procedures adequate to ensure disclosure of these conflicts of interest. Solely for the purpose of settling these proceedings, the Respondents consented to the SEC Order, admitted to the certain facts set forth in the SEC Order and acknowledged that certain conduct set forth in the SEC Order violated the federal securities laws. The SEC Order censures JPMS and directs the Respondents to cease and desist from committing or causing any violations and any future violations of the above-enumerated statutory provisions. Additionally, the SEC Order requires the Respondents to pay a total of $266,815,000 in disgorgement, interest and civil penalty. On December 18, 2015, JPMCB also reached a settlement agreement with the CFTC to resolve its investigation of JPMCB’s disclosure of certain conflicts of interest to discretionary account clients of the U.S. Private Bank’s U.S.-based wealth management business. In connection with the settlement, the CFTC 38  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 issued an order (the “CFTC Order”), finding that JPMCB violated Section 4o(1)(B) of the Commodity Exchange Act (“CEA”) and Regulation 4.41(a)(2) by failing to fully disclose to certain clients its preferences for investing certain discretionary portfolio assets in certain commodity pools or exempt pools, namely (a) investment funds operated by J.P. Morgan Asset Management and (b) third-party managed hedge funds that shared management and/or performance fees with an affiliate of JPMCB. The CFTC Order directs JPMCB to cease and desist from violating Section 4o(1)(B) of the CEA and Regulation 4.41(a)(2). Additionally, JPMCB shall pay $40 million as a civil penalty to the CFTC and disgorgement of $60 million satisfied by disgorgement to be paid to the SEC by JPMCB and JPMS in a related and concurrent settlement with the SEC. On or about July 28, 2016, Respondents entered into a Consent Agreement (“Agreement”) with the Indiana Securities Division (“ISD”). The Respondents consented to the entry of the Agreement that alleged that certain conduct of the Respondents was outside the standards of honesty and ethics generally accepted in the securities trade and industry, in violation of 710 Ind. Admin. Code § 4-10-1(23) (2016). Specifically, the Agreement alleged that, between 2008 and 2013, JPMS failed to disclose to Indiana investors that certain proprietary mutual funds purchased for CSP clients offered institutional shares that were less expensive than the institutional shares JPMS chose for CSP clients. In addition, the Agreement alleged that, from February 2011 to January 2014, no account-opening document or marketing materials disclosed to Indiana investment management account clients or Indiana J.P. Morgan Investment Portfolio clients that JPMCB preferred to invest client assets in proprietary mutual funds, and that between 2008 and January 2014, JPMCB did not disclose its preference for investing certain investment management account assets in certain proprietary hedge funds to Indiana clients. Lastly, the Agreement alleged that JPMCB did not disclose its preference for placement-agent-fee-paying third-party hedge fund managers in certain investment management accounts to Indiana clients until August 2015. Solely for the purpose of settling these proceedings, the Respondents consented to the Agreement, with no admissions as to liability. In the Agreement, the Respondents agreed to pay a total of $950,000 to resolve the ISD’s investigation, which was paid on August 1, 2016. On March 9, 2020, JPMS entered into an Agreed Order (“Order”) with the Kentucky Department of Financial Institutions. JPMS consented to the entry of the Order that alleged that JPMS failed to disclose conflicts of interest arising from preferences for J.P. Morgan–managed mutual funds (“Proprietary Mutual Funds”), in violation of KRS 292.320 and 808 KAR 10:450 § 2(8)(c) and (11)(a). Specifically, the Order alleged that, between 2008 and 2013, JPMS failed to disclose to Kentucky investors that (i) CSP was designed and operated with a preference for Proprietary Mutual Funds, (ii) there was an economic incentive to invest CSP assets in Proprietary Mutual Funds as a result of discounted pricing for services provided to JPMS for CSP by a JPMS affiliate, and (iii) until November 2013, JPMS failed to disclose to CSP clients the availability of certain less-expensive Proprietary Mutual Fund share classes. Solely for the purpose of settling these proceedings, JPMS consented to the Order, with no admissions as to liability. In the Agreement, JPMS agreed to pay a total of $325,000 to resolve the Kentucky Department of Financial Institutions investigation. In September 2020, JPMS, together with JPMC and JPMCB (collectively, “JPMorgan”) agreed to an administrative resolution with the CFTC for violations of the CEA and CFTC regulations related to manipulation, attempted manipulation and spoofing, as well as a charge against JPMS for failure to supervise. As described in the CFTC’s Order, from at least 2008 through 2016, former JPMorgan traders placed hundreds of thousands of spoof orders of precious metals futures and U.S. treasuries (“UST”) futures on exchanges, and, on occasion, engaged in manipulation related to precious metals barrier options. The CFTC Order further states that JPMS failed to identify, adequately investigate, and put a stop 39  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 to misconduct, despite red flags, including internal surveillance alerts, inquiries from CME and the CFTC, and internal allegations of misconduct. JPMorgan consented to the entry of the CFTC Order without admitting or denying the findings contained therein, except to the extent that admissions were made in the related resolutions, described below, with the United States Department of Justice, Criminal Division, Fraud Section, and the United States Attorney’s Office for the District of Connecticut (together, “DOJ”) and the SEC. JPMS also agreed to an administrative resolution with the SEC for violations of Section 17(a)(3) of the Securities Act of 1933. Pursuant to the SEC Order, JPMS admitted to hundreds of manipulative trading events involving spoofing by certain former JPMorgan traders in the UST cash securities secondary market between April 2015 and January 2016. JPMC separately entered into a deferred prosecution agreement (“DPA”) with DOJ with respect to certain criminal information, charging JPMC with two counts of wire fraud (the “Information”) related to the same conduct underlying the CFTC and SEC Orders. JPMS and JPMCB also agreed to certain terms and obligations of the DPA. JPMorgan admitted, accepted, and acknowledged responsibility for the acts of its officers, directors, employees, and agents as described in the Information and the Statement of Facts accompanying the DPA, and that the allegations described therein are true and accurate. In resolving these three actions, JPMorgan agreed to pay a total of $920,203,609 to DOJ, CFTC, and SEC, consisting of civil and criminal monetary penalties, restitution, and disgorgement. JPMorgan agreed to cease and desist from any further violations, and also agreed, among other things, to certain cooperation, remediation, and reporting requirements. C. Self-Regulatory Organization (“SRO”) Proceedings JPMPI has no material SRO disciplinary proceedings to report. ITEM 10 Other Financial Industry Activities and Affiliations A. Broker-Dealer Registration Status JPMPI is not a registered broker-dealer; however, JPMPI has management persons who are registered with the Financial Industry Regulatory Authority (“FINRA”) as representatives of JPMS, an affiliated broker- dealer, if necessary, or appropriate to perform their responsibilities. B. Futures Commission Merchant, Commodity Pool Operator, or Commodity Trading Adviser Registration Status JPMPI is registered as a commodity pool operator with the CFTC and is not registered as a commodity trading adviser in reliance on applicable exemptions from registration. Further, JPMPI operates its commodity pools under three separate exemptions: CFTC Rules 4.7 (exemption from certain part 4 requirements), 4.5 (exclusion for certain otherwise regulated persons from the definition of commodity pool operator) and 4.13 (exemption from registration as a commodity pool operator), and CFTC Advisory 18-96 (relief from certain disclosure, reporting, and recordkeeping requirements for offshore commodity pools). JPMPI is also a member of the National Futures Association (the “NFA”). In addition, certain of JPMPI’s management persons are registered with the NFA as an “associated person” of JPMPI, as necessary or appropriate to perform their responsibilities. C. Material Relationships or Arrangements with Industry Participants JPMPI manages strategies on behalf of its affiliates, which creates conflicts of interest related to JPMPI’s determination to use, suggest, or recommend the services of such affiliates. The particular services 40  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 involved will depend on the types of services offered by the affiliate. The use of affiliates to provide services to clients and JPMPI creates certain conflicts of interest for JPMPI. Among other things, there are financial incentives for JPMPI’s affiliates, including its parent company, J.P. Morgan, to favor affiliated service providers over non-affiliated service providers, and compensation of supervised persons of JPMPI may be directly or indirectly related to the financial performance of J.P. Morgan. However, JPMPI believes there may also be advantages to using affiliated service providers in certain situations, and JPMPI will engage such affiliated service providers only in a manner consistent with applicable laws, regulations, and JPMPI’s policies and procedures. Additionally, JPMPI 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. JPMPI has adopted policies and procedures reasonably designed to appropriately prevent, limit or mitigate conflicts of interest that arise between JPMPI and its affiliates. These policies and procedures include information barriers designed to prevent the flow of information between JPMPI and certain other affiliates, as more fully described in Item 11.A. For a more complete discussion of the conflicts of interest and corresponding controls designed to prevent, limit or mitigate conflicts of interests, refer to Item 11.B. (1) broker-dealer, municipal securities dealer, or government securities dealer or broker JPMS is dually registered as a broker-dealer and an investment adviser with the SEC. JPMS acts as sponsor for the Program. JPMS typically provides custody and equity trade execution services to the Program clients. JPMPI has an incentive to offer the Program through an affiliated sponsor because the affiliate earns more money. However, JPMS does not receive any additional brokerage commissions from its wrap clients when JPMPI places trades for those clients with JPMS. Additionally, JPMPI does not receive any additional fees or compensation from placing trades for these JPMS-sponsored wrap accounts with JPMS. JPMS is also registered as a Futures Commission Merchant (“FCM”) with the CFTC. Certain directors and officers of JPMPI are also officers of JPMS. JPMPI utilizes JPMS for various services subject to applicable laws and regulations and the policies and procedures of JPMPI. J.P. Morgan Distribution Services, Inc. (“JPMDS”) an affiliated broker-dealer, is the distributor for the J.P. Morgan Affiliated Funds used in the Program. (2) investment company or other pooled investment vehicle (including a mutual fund, closed-end investment company, unit investment trust, private investment company or “hedge fund,” and offshore fund) JPMPI provides investment advice and/or administrative functions for private investment funds organized as limited partnerships, limited liability companies, or offshore companies and currently serves as sub- adviser to certain RICs for which JPMIM serves as investment adviser. Currently, JPMPI has entered into sub-advisory arrangements with JPMIM to provide the day-to-day investment decisions for certain of the RICs, including the selection of funds for the aforementioned, which may include J.P. Morgan Affiliated Funds. Refer to “Use of J.P. Morgan Affiliated Funds and SMA/Model Managers and Potential Conflicts of Interest” in Item 11.B below. JPMPI also acts as the investment adviser to open-end mutual funds (i.e., Six Circles Funds) and to closed-end RICs (i.e., J.P. Morgan Access Multi-Strategy Funds). Refer to Item 10.D and Item 11 for more information on material conflicts of interest relating to JPMPI’s advisory services. 41  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 (3) other investment adviser or financial planner JPMPI’s affiliate, JPMIM, is the investment adviser or sub-adviser for various J.P. Morgan Affiliated Funds, including funds organized under the laws of other countries and jurisdictions. JPMIM is the primary adviser to a U.S. mutual funds complex as well as separately managed accounts. J.P. Morgan often recommends and invests program client accounts in J.P. Morgan Affiliated Funds and separately managed accounts which creates a conflict of interest because JPMPI affiliates benefit from increased allocations to the J.P. Morgan Affiliated Funds and to its separately managed accounts, and JPMDS and other affiliates receive distribution, placement, administration, custody, trust services or other fees for services provided to such funds. Additionally, as described in Item 10.C(4), JPMCB also provides investment advice to JPMCB’s private bank clients who can also be investors in JPMPI-advised funds. In addition, JPMPI engages certain foreign affiliated advisers that are not registered as investment advisers with the SEC to provide non-discretionary advice, including manager selection and analysis or asset allocation discussions, to JPMPI for use with its U.S. clients (a “Participating Affiliate Arrangement”). A Participating Affiliate Arrangement is structured in accordance with a series of SEC no-action letters requiring that participating affiliates remain subject to the regulatory supervision of both JPMPI and the SEC in certain respects. Currently, JPMPI has a Participating Affiliate Arrangement with J.P. Morgan SE, London Branch. (4) banking or thrift institution J.P. Morgan, JPMPI’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”). J.P. Morgan is subject to supervision and regulation by the Federal Reserve and is subject to certain restrictions imposed by the Bank Holding Company Act and related regulations. JPMCB is a national banking association. JPMCB is subject to supervision and regulation by the U.S. Department of Treasury’s Office of the Comptroller of the Currency. JPMCB provides banking, investment management, trustee, custody, and other services to clients. JPMCB also provides custody, or administrative services to funds sponsored or managed by J.P. Morgan. JPMCB and/or other affiliates of JPMCB share personnel (including investment advisory, research, legal, compliance, investor relations, marketing, technology, accounting, back office, human resources, IT, risk management, and administrative personnel) with JPMPI and provide other investment and non-investment resources to JPMPI. JPMPI’s supervised persons also have duties and obligations outside of JPMPI to JPMCB and/or JPMPI’s other affiliates. Personnel sharing can result in conflicts of interest to the extent such personnel have substantive responsibilities outside of JPMPI. For example, the resources available to JPMPI may be impacted by such personnel’s other responsibilities to JPMCB or its affiliates. In addition, it may be more difficult for JPMPI to supervise such personnel and to monitor the communications and activities of such personnel. JPMPI has policies and procedures to address these conflicts. To the extent JPMCB or its affiliates share personnel with JPMPI, such personnel generally will be treated as supervised persons of JPMPI for compliance purposes with respect to that portion of their roles and responsibilities that directly relates to JPMPI’s business. 42  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 D. Material Conflicts of Interest Relating to Other Investment Advisers JPMPI has described certain conflicts of interest related to other investment advisers in Items 11 and 12 below. Share Classes and Mutual Fund Fees Mutual funds typically offer different ways to buy shares with different share classes that may assess different fees and expenses. JPMS strives to make available the most appropriate share class on the platform for each fund, with the goal of generally obtaining the lowest cost share class. However, for certain funds, the share classes with the lowest fee structures are not available in a particular program (e.g., (1) the fund family restricts access to these share classes or (2) JPMS does not have an agreement with the fund to distribute the share class in the Program). Clients should be aware that the share class of a fund available through the Program can differ from the share class available to similar accounts managed by or held at JPMS or its affiliates, and that certain lower cost fund share classes can be available outside of the Program. Clients should contact their Advisor(s) for information about any limitations on share classes available through the Program. JPMS through its brokerage accounts has other arrangements with fund companies that are described in the relevant brokerage documents. JPMS and its affiliates receive fees or other forms of compensation from the funds (including money market funds), or their affiliates. JPMS believes that this conflict is addressed in the following ways: • 12b-1 Distribution Fees: JPMS receives fees from certain funds pursuant to Rule 12b-1 under the 1940 Act (“12b-1 Distribution Fees”). Rule 12b-1 allows funds to use fund assets to pay the costs of marketing and distribution of the fund’s shares. If JPMS receives 12b-1 Distribution Fees, it will rebate these fees to its advisory clients. • Other Fees: JPMS enters into agreements with the funds, their investment managers, distributors, principal underwriters, shareholder servicing agents and/or other affiliates of the funds (“Service Providers”). The funds or their Service Providers pay J.P. Morgan fees for providing certain administrative services, which include maintaining and updating separate records for each client, preparing and delivering client statements, tax reporting, proxy voting and solicitation, processing purchase and redemption orders, processing dividends, distributing prospectuses and other fund reports, and responding to client inquiries. These fees for these services are typically called “shareholder servicing fees,” when paid for by the fund; however these fees can be referred to as “revenue sharing” when they are paid by the fund Service Provider from its own resources (together referred to as “Servicing Fees”). As of December 31, 2024, the Servicing Fees that JPMS received for non–money market funds were up to 25 basis points annually of the fund assets, or a rate of up to $20 per year per fund position; however, these amounts can change. The receipt by JPMS of these fees creates a conflict of interest in the selection of funds for accounts because the fees are different among funds. Similarly, JPMS has a conflict with recommending mutual funds that pay Servicing Fees instead of ETFs or other securities or products that do not pay any Servicing Fee. The JPMPI portfolio managers, who are responsible for managing or recommending investments for the Program accounts, do not receive any direct financial benefit from the Servicing Fees. To that extent, such JPMPI portfolio managers are incentivized to invest in or recommend securities they believe will increase the value of the account. JPMS does not retain any portion of those fees for retirement advisory accounts. When evaluating the fees for, and cost of the Program, clients 43  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 should consider the Servicing Fees that JPMS receives in addition to the investment advisory fees. Clients can also request a fund prospectus for additional information regarding fund fees. Once a particular share class is made available for a particular fund in the Program, only that share class can be purchased for that fund. JPMS periodically reviews the share classes offered by funds in the Program, but also relies on the fund families to inform JPMS when and if these share classes will be made available. Mutual funds will be purchased in the account at NAV (no-load or load-waived) and ETFs at their market price. If JPMS identifies and makes available a class of shares for a fund more appropriate than the class of shares previously made available for the fund, to the extent allowed, JPMS will convert client shares in the fund to that more appropriate share class of the same fund. Operational and other considerations can affect the timing of the conversion of shares, and can cause the timing or implementation of such conversions to differ between clients. Some of the fund share classes available through the Program are not necessarily available outside of the Program. To the extent an account is terminated, clients may not be eligible to continue to hold or purchase certain share classes offered in the Program, as well as outside J.P. Morgan. Refer to “Other Compensation from Funds” in Item 11.B below. ITEM 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. Code of Ethics JPMPI has adopted the JPMPI Code of Ethics pursuant to Rule 204A-1 under the Advisers Act. The Code of Ethics is designed to ensure that JPMPI and its supervised persons 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 supervised 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 or prospective client upon request by contacting a client service representative or a client’s IAR. (i) General The Code of Ethics contains policies and procedures relating to: • Account holding reports and personal trading, including reporting and preclearance requirements for all personnel of JPMPI; • Confidentiality obligations to clients set forth in the J.P. Morgan privacy notices; and • Conflicts of interest, which includes guidance relating to restrictions on trading on material, nonpublic information (“MNPI”), gifts and entertainment, political and charitable contributions and outside business activities. In general, the personal trading rules under the Code of Ethics require that accounts of JPMPI personnel be maintained with an approved broker and that certain trades in reportable securities for such accounts be precleared and monitored by compliance personnel. The Code of Ethics also prohibits certain types of trading activity, such as short-term and speculative trades. JPMPI personnel must obtain approval prior to engaging in all covered security transactions, including those issued in private placements. In addition, 44  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 JPMPI personnel are not permitted to buy or sell securities issued by J.P. Morgan during certain periods throughout the year. Certain Access Persons (defined as persons with access to nonpublic information regarding JPMPI’s recommendations to clients, purchases, or sales of securities for client accounts and advised funds) are prohibited from executing personal trades in a security at certain times. 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 arise if Access Persons transact in the same securities as advisory clients. Additionally, all JPMPI personnel are subject to the J.P. Morgan firm-wide policies and procedures including those found in the J.P. Morgan 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 J.P. Morgan employees, including JPMPI personnel, are required to familiarize themselves with, comply with, and attest annually to their compliance with the provisions of the Code of Conduct’s terms as a condition of continued employment. Where appropriate, JPMPI and its affiliates generally address the conflicts disclosed in this Brochure through policies and procedures. (ii) Information Barrier Policies J.P. Morgan 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 J.P. Morgan. JPMPI relies on these information barriers to protect the integrity of its investment process and to comply with fiduciary duties and regulatory obligations. JPMPI also relies upon these barriers to mitigate potential conflicts, to preserve confidential information and to prevent the inappropriate flow of MNPI and confidential information to and from JPMPI and to other J.P. Morgan 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. JPMPI’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, JPMPI generally will not have access, or will have limited access, to information and personnel in other areas of J.P. Morgan, and generally will not manage the client accounts and funds with the benefit of information held by these other areas. Under certain circumstances, JPMPI and/or its affiliates will decide that transactions in a particular security need to be restricted and therefore JPMPI and/or its affiliates will determine that the security should be placed on a “restricted list.” While the security is on the restricted list, JPMPI typically prohibits purchases, sales, or all transactions in the security. The reasons for placing a security on the restricted list include, but are not limited to: (i) preventing JPMPI from exceeding regulatory investment limitations with respect to the securities of companies in certain regulated industries, such as insurance companies and public utilities, (ii) avoiding a concentration in any particular security, (iii) buttressing an information barrier by preventing the appearance of impropriety in connection with trading decisions or recommendations, and (iv) preventing the use or appearance of the use of inside information. 45  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 B. Securities in Which JPMPI or a Related Person Has a Material Financial Interest and Other Conflicts of Interest J.P. Morgan Acting in Multiple Commercial Capacities J.P. Morgan 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 client accounts in the Program can directly or indirectly invest. J.P. Morgan is typically entitled to compensation in connection with these activities, and the Program’s clients will not be entitled to any such compensation. In providing services and products to clients other than the Program clients, J.P. Morgan, from time to time, faces conflicts of interest with respect to activities recommended to or performed for the Program clients on the one hand and for J.P. Morgan’s other clients on the other hand. For example, J.P. Morgan 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. J.P. Morgan also advises and represents potential buyers and sellers of businesses worldwide. The Program client accounts have invested in, or may wish to invest in, such entities represented by J.P. Morgan or with which J.P. Morgan has a banking, advisory or other financial relationship. Furthermore, in certain circumstances, J.P. Morgan persons issue recommendations on securities held in accounts advised or sub-advised by J.P. Morgan that are contrary to the investment activities of J.P. Morgan. In addition, certain clients of J.P. Morgan invest in entities in which J.P. Morgan holds an interest, including a collective investment trust, or other pooled investment vehicle managed by a J.P. Morgan affiliate. In providing services to its clients and as a participant in global markets, J.P. Morgan from time to time recommends or engages in activities that compete with or otherwise adversely affect a program client account or its investments. It should be recognized that such relationships can preclude the Program clients from engaging in certain transactions and can also restrict investment opportunities that would otherwise be available to the Program clients. For example, J.P. Morgan is often engaged by companies as a financial adviser, or to provide financing or other services, in connection with commercial transactions that are indirectly potential investment opportunities for the Program clients. There are circumstances in which advisory accounts are precluded from participating in such transactions as a result of J.P. Morgan’s engagement by such companies. J.P. Morgan reserves the right to act for these companies in such circumstances, notwithstanding the potential adverse effect on the Program clients. In addition, J.P. Morgan derives ancillary benefits from providing investment advisory, custody, administration, and other services to the Program clients, and providing such services to the Program clients may enhance J.P. Morgan’s relationships with various parties, facilitate additional business development and enable J.P. Morgan to obtain additional business and generate additional revenue. The following are descriptions of certain additional conflicts of interest and potential conflicts of interest that are associated with the financial or other interests that J.P. Morgan has in transactions effected by, with, or on behalf of its clients. In addition to the specific mitigants described further below, J.P. Morgan has established information barriers as described in this Brochure and 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 if prohibited by law, are conducted under an available exception. Conflicts Relating to J.P. Morgan Service Providers J.P. Morgan provides financing, consulting, investment banking, management, custodial, prime brokerage, transfer agency, shareholder servicing, treasury oversight, administration, distribution or other services (“Services”) to its clients, including investment funds, products or companies in which J.P. Morgan invests on behalf of, or which J.P. Morgan recommends for investment to its clients. These relationships generate 46  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 revenue to J.P. Morgan and have the potential to influence J.P. Morgan in deciding whether to select such investment funds, products or companies for investment by its clients or to recommend such funds, products or companies to its clients, in deciding how to manage such investments, and in deciding when to sell such investments. For example, J.P. Morgan earns compensation from private funds or their sponsors for providing certain Services. J.P. Morgan has an incentive to favor such funds over other funds with which J.P. Morgan has no relationship when investing on behalf of, or recommending investments to, its clients because such investments potentially increase J.P. Morgan’s overall revenue. In addition, J.P. Morgan derives ancillary benefits from providing such Services. Therefore, it is important for clients to know that J.P. Morgan has policies that seek to ensure the receipt of such compensation as described above does not affect J.P. Morgan’s decisions and recommendations to clients. Wealth management 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 wealth management and within J.P. Morgan more broadly. J.P. Morgan relies on these information barriers to protect the integrity of its investment process and to comply with fiduciary duties and regulatory obligations. Client Participation in Offerings Where J.P. Morgan Acts as Underwriter or Placement Agent If permitted by a client’s investment objectives, and subject to compliance with applicable law, regulations and exemptions, J.P. Morgan will purchase securities for client accounts, including new issues, during an underwriting or other offering of such securities in which a broker-dealer affiliate of J.P. Morgan acts as a manager, co-manager, underwriter or placement agent and for which the affiliate receives a benefit in the form of management, underwriting or other fees. Affiliates of J.P. Morgan also act in other capacities in such offerings and such affiliates will receive fees, compensation, or other benefits for such services. The commercial relationships and activities of J.P. Morgan’s affiliate may at times indirectly preclude JPMPI from engaging in certain transactions on behalf of its clients and constrain the investment flexibility of client accounts. For example, when an affiliate of J.P. Morgan is the sole underwriter of an initial or secondary offering, J.P. Morgan cannot purchase securities in the offering for its clients. In such case the universe of securities and counterparties available to J.P. Morgan’s clients will be smaller than that available to clients of advisers that are not affiliated with major broker-dealers. J.P. Morgan believes that there are adequate amounts of other securities available that will allow clients to generally meet the same investment performance regardless of the fact that clients are precluded from investing in certain securities because of affiliate activities. Conflicts Related to Advisers and Service Providers Certain advisers or service providers to clients managed by J.P. Morgan (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 relationships with, J.P. Morgan and/or JPMPI, their affiliates, advisory clients and portfolio companies. Such advisers and service providers may be clients of J.P. Morgan and JPMPI, sources of investment opportunities, co-investors, commercial counterparties, or entities in which J.P. Morgan has an investment. Additionally, certain employees of J.P. Morgan or JPMPI could have family members or relatives employed by such advisers and service providers. These relationships could have the appearance of affecting or could potentially influence JPMPI in deciding whether to select or recommend such advisers or service 47  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 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). Capacity and Other Limitations on Investment Positions JPMPI and its affiliates maintain certain limitations on investment positions (including registered funds) that JPMPI or its affiliates will take on behalf of its various clients due to, among other things: (i) liquidity concerns, (ii) regulatory requirements applicable to JPMPI or its affiliates, and (iii) internal policies related to such concerns or requirements, in light of the management of multiple portfolios and businesses by JPMPI and its affiliates. Such policies preclude JPMPI or its affiliates from purchasing certain investments for clients, and may cause JPMPI to sell certain investments held in client accounts. JPMPI is also more likely to select a J.P. Morgan Affiliated Fund in circumstances where it would not be able to invest all desired client assets in a particular non–J.P. Morgan Fund due to these limitations. This could result in performance dispersion among accounts with similar investment objectives. Clients’ Investments in Affiliated Companies Subject to applicable law, from time to time JPMPI will include Funds, equity instruments or other securities in Model Portfolios, and therefore client accounts that represent an indirect interest in securities of J.P. Morgan, including J.P. Morgan stock. JPMPI will receive advisory fees on the portion of client holdings invested in such instruments or other securities and is 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 strategy that targets the returns of certain indices in which J.P. Morgan securities are a key component. Restrictions Relating to J.P. Morgan Directorships/Affiliations From time to time, directors, officers and employees of J.P. Morgan, serve on the board of directors or hold another senior position with a corporation, investment fund manager or other institution that will sell an investment to, acquire an investment from or otherwise engage in a transaction with, J.P. Morgan. The presence of such persons in these circumstances will generally require the relevant person to recuse themselves from participating in a transaction, or cause J.P. Morgan to determine that it (or its client) is unable to pursue a transaction because of a potential conflict of interest. In such cases, the investment opportunities available to the clients and the ability of such clients to engage in transactions or retain certain investments or assets will be limited. Other Compensation from Funds Certain Funds in which JPMPI may invest account assets will execute transactions for their portfolios through JPMS or an affiliate as broker-dealer, and JPMS or an affiliate will receive compensation from the Funds in connection with these transactions. Such compensation presents a conflict of interest between JPMPI and its clients because JPMPI would have a financial incentive to invest account assets in such Funds: (1) in the hope or expectation that increasing the amount of assets invested with the Funds will increase the number and/or size of transactions placed by the Funds for execution by JPMS or an affiliate or other related person, and thereby result in increased compensation to JPMS and its affiliates and other 48  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 related persons in the aggregate; and (2) to benefit the Funds and thereby preserve and foster valuable brokerage relationships with the Funds. Payment for Order Flow JPMS does not receive payment for order flow from market makers for customer orders in equity securities. JPMS receives rebates from and pays fees to some registered securities exchanges for providing or taking liquidity on those exchanges, according to those exchanges’ published fee schedules approved by the SEC. Alternative trading systems (as defined below) also charge fees and, in some cases, pay rebates for the provision or removal of liquidity. In addition, JPMS receives marketing fees from options exchanges under marketing fee programs sponsored by some exchanges. Under some circumstances, the amount received by JPMS from a trading center over a period of time may exceed the amount that JPMS is charged by a trading center. These practices are one of many factors that may impact routing decisions and do not alter JPMS’ policy to route customer orders in securities to the trading centers where it believes customers will receive the best execution, taking into account, among other factors, price, transaction cost, volatility, reliability, market depth, and speed. Affiliates of JPMS have ownership interests in some trading centers. Accordingly, JPMS stands to share in any profits that these trading centers earn from the execution of JPMS customer orders on those trading centers. Additional information on the material aspects of JPMS’ relationships with the primary trading centers to which JPMS routes, including descriptions of arrangements for payment for order flow and profit- sharing relationships, is available in JPMS’ SEC Rule 606 reports at jpmorgan.com/OrderExecution. J.P. Morgan’s Use and Ownership of Trading Systems JPMS may effect trades on behalf of Program accounts through exchanges, electronic communications networks, alternative trading systems and similar execution systems and trading venues (collectively, “Trading Systems”), including Trading Systems in which J.P. Morgan has a direct or indirect ownership interest. J.P. Morgan will receive indirect proportionate compensation based upon its ownership percentage in relation to the transaction fees charged by such Trading Systems in which it has an ownership interest. Such Trading Systems (and the extent of J.P. Morgan’s ownership interest in any Trading System) may change from time to time. JPMPI addresses this conflict by disclosure to its clients. Ownership Interest in J.P. Morgan Stock Certain unaffiliated asset management firms (each, an “unaffiliated asset manager”) through their funds and separately managed accounts currently hold a 5% or more ownership interest in J.P. Morgan publicly traded stock. Ownership interests in this range or of greater amounts present a conflict of interest when J.P. Morgan purchases publicly traded securities of the unaffiliated asset manager or invests in funds that are advised by such unaffiliated asset manager, on behalf of client accounts or J.P. Morgan Affiliated Funds. J.P. Morgan does not receive any additional compensation for client accounts’ or J.P. Morgan Affiliated Funds’ investments in publicly traded securities or funds of an unaffiliated asset manager as a result of its ownership interest in JPMC stock. J.P. Morgan monitors ownership interests in J.P. Morgan for regulatory purposes and to identify and mitigate actual and perceived conflicts of interest. As of February 26, 2025, the Vanguard Group, Inc. and BlackRock, Inc. hold more than a 5% interest in J.P. Morgan. 49  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 Use of J.P. Morgan Affiliated Funds and SMA/Model Managers and Potential Conflicts of Interest Investment Principles and Potential Conflicts of Interest Conflicts of interest will arise whenever J.P. Morgan has an actual or perceived economic or other incentive in its management of clients’ portfolios to act in a way that benefits J.P. Morgan. Conflicts will result, for example (to the extent the following activities are permitted in the account): (1) when J.P. Morgan invests in an investment product, such as a mutual fund, structured product, separately managed account or hedge fund issued or managed by a J.P. Morgan affiliate, such as JPMIM or JPMPI; (2) when a J.P. Morgan entity obtains services, including trade execution and trade clearing, from an affiliate; (3) when J.P. Morgan receives payment as a result of purchasing an investment product for a client’s account; or (4) when J.P. Morgan receives payment for providing services (including shareholder servicing, recordkeeping or custody) with respect to investment products purchased for a client’s portfolio. Other conflicts will result because of relationships that J.P. Morgan has with other clients or when J.P. Morgan acts for its own account. Investment strategies (Funds and SMAs) are selected from both J.P. Morgan and third-party asset managers and are subject to a review process by manager solutions teams. From this pool of strategies, JPMPI’s portfolio construction teams select those strategies JPMPI believes fits its asset allocation goals and forward-looking views in order to meet the portfolio’s investment objective. As a general matter, JPMPI prefers J.P. Morgan managed strategies. JPMPI expects the proportion of J.P. Morgan managed strategies will be high (in fact, up to 100 percent) in strategies such as, for example, cash and high-quality fixed income, subject to applicable law and any account-specific considerations. JPMPI may allocate a significant portion of the assets in the Program to J.P. Morgan Affiliated Funds. That portion varies depending on market or other conditions. While JPMPI’s internally managed strategies generally align well with JPMPI’s forward-looking views, and JPMPI is familiar with the investment processes as well as the risk and compliance philosophy of J.P. Morgan, it is important to note that J.P. Morgan receives more overall fees when internally managed strategies are included. In certain programs, JPMPI offers the option of choosing to exclude J.P. Morgan managed strategies (other than cash and liquidity products) in certain portfolios. The Six Circles Funds are mutual funds advised by JPMPI and sub-advised by third parties. Although considered internally managed strategies, neither JPMPI nor its affiliates retain a fee for fund management or other fund services. Separately Managed Accounts Portfolios invested in individual equity or fixed income securities may be managed by JPMPI’s affiliates, or by a third-party manager, including an affiliate. When JPMPI’s affiliates manage these investments, there is a benefit to J.P. Morgan since it increases the overall revenue of J.P. Morgan. Additionally, a manager 50  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 of a separately managed account may invest in products that may result in additional revenue to J.P. Morgan. INFORMATION ABOUT MUTUAL FUNDS AND EXCHANGE-TRADED FUNDS IMPORTANT REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED J.P. Morgan Affiliated Funds - Management Fees JPMPI and its affiliates are the sponsor or manager of Funds, including ETFs, that can be purchased for the client’s portfolio. In such a case, JPMPI or its affiliates in most cases will receive a fee for managing such Funds or for providing other services to such Funds based on the value of the assets invested in the Funds. As such, JPMPI and its affiliates will receive more total revenue when the client’s portfolio is invested in such Funds than when it is invested in third-party Funds. When the client’s account is an IRA or is governed by ERISA and can be invested in J.P. Morgan Affiliated Funds, the retirement account will be credited an amount equal to the account’s pro rata share of all such fees paid to J.P. Morgan or its affiliates in connection with the account’s investments in J.P. Morgan Affiliated Funds. J.P. Morgan Affiliated Funds and Third-Party Funds - Other Fees and Expenses All Funds have various internal fees and other expenses, that are paid by managers or issuers of the Funds or by the Fund itself, but are ultimately borne by the investor. J.P. Morgan may receive administrative and servicing and other fees for providing services to both J.P. Morgan Affiliated Funds and third-party funds that are held in the client’s portfolio (except for when the fund is held in a client’s account that is an IRA or is governed by ERISA). These payments may be made by sponsors of the Funds (including affiliates of JPMPI) or by the Funds themselves and may be based on the value of the Funds in the client’s portfolio. Funds or their sponsors may have other business relationships with J.P. Morgan outside of its portfolio management role or with the broker-dealer affiliates of J.P. Morgan, which may provide brokerage or other services that pay commissions, fees and other compensation. Six Circles Funds J.P. Morgan developed the J.P. Morgan Six Circles Funds (“Six Circles Funds”) exclusively for use in J.P. Morgan investment advisory accounts. Since October 2018, the Six Circles Funds have been available in program accounts where JPMPI is sub-adviser. Six Circles Funds are specifically designed for use in discretionary program accounts as completion funds to align with J.P. Morgan’s core portfolio views. JPMPI acts as investment adviser to the Six Circles Funds and engages third-party investment managers as sub-advisers to the Six Circles Funds’ investment portfolios. J.P. Morgan will have certain benefits and efficiencies from investing account assets in the Six Circles Funds instead of unaffiliated Funds; however, J.P. Morgan does not retain investment advisory fees for managing the Six Circles Funds through an agreement to waive any investment advisory fees that exceed the fees owed to Six Circles Funds’ third-party sub-advisers. Six Circles Funds do not pay fees to J.P. Morgan for any other services to the Six Circles Funds. Services to the Six Circles Funds are provided by third-party service providers and are generally paid by the Six Circles Funds or J.P. Morgan. (The market value of assets invested in the Six Circles Funds will be included in calculating the advisory fees paid on the overall portfolio.) Six Circles Fund shares may only be purchased in program accounts for which JPMC has investment discretion. Should the client choose to close its discretionary program account but retain the interest in Six 51  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 Circles Funds, Six Circles Fund shares must be held through an eligible brokerage account and no new purchases into the Six Circles Funds will be permitted (other than dividend reinvestment). Since the Six Circles Funds are completion portfolios designed to complement and work as part of the overall discretionary portfolio and are not intended to be standalone investments, each Six Circles Fund may underperform as a standalone investment, even in instances where the overall portfolio performs as intended. Further, the overall performance and liquidity of a Six Circles Fund may be negatively affected, and additional transaction costs may be incurred by the Six Circles Fund, as a result of (i) allocation decisions made by JPMC to shift discretionary client assets among the Six Circles Funds and other investments; and (ii) allocation decisions made by JPMC to shift Six Circles Fund assets among different investment strategies and sub-advisors, which may negatively affect the value of Six Circles Fund shares even if they are no longer held through a JPMC portfolio. For more information about the Six Circles Funds, including the funds’ objectives, risks, charges, and expenses, go to sixcirclesfunds.com/literature. Allocations of Client Assets to J.P. Morgan Affiliated Funds (Including New Funds) J.P. Morgan has an incentive to allocate assets to new J.P. Morgan Affiliated Funds to help it develop new investment strategies and products. J.P. Morgan could have an incentive to allocate assets of the portfolios to a J.P. Morgan Affiliated Fund that is small, or to which J.P. Morgan has provided seed capital. In addition, J.P. Morgan has an incentive not to sell or withdraw portfolio assets from a J.P. Morgan Affiliated Fund in order to avoid or delay the sale’s or withdrawal’s adverse impact on the fund. Accounts managed by J.P. Morgan have significant ownership in certain J.P. Morgan Affiliated Funds. J.P. Morgan faces conflicts of interest when considering the effect sales or redemptions may have on such funds and on other fund shareholders in deciding whether and when to redeem shares. A large sale or redemption of shares by J.P. Morgan acting on behalf of its clients could result in the underlying J.P. Morgan Affiliated Fund selling securities when it otherwise would not have done so, potentially increasing transaction costs and adversely affecting fund performance. A large sale or redemption could also significantly reduce the assets of the fund, causing decreased liquidity and, depending on any applicable expense caps, a higher expense ratio, or liquidation of the fund. J.P. Morgan has policies and controls in place to govern and monitor its activities and processes for identifying and managing such conflicts of interest. Principal and Agency Transactions Although J.P. Morgan does not do so currently in the Program, as permitted by applicable law (including relevant consent requirements), J.P. Morgan, acting on behalf of its client accounts, from time to time, can enter into principal transactions with or through J.P. Morgan. A “principal transaction” occurs if J.P. Morgan, acting on behalf of its client accounts, knowingly buys a security from, or sells a security to, J.P. Morgan’s or its affiliate’s own account. Although J.P. Morgan does not do so currently in the Program, when permitted by applicable law and J.P. Morgan’s policy (including relevant consent requirements), J.P. Morgan, acting on behalf of its client accounts, can cause client accounts to engage in cross transactions and agency cross transactions with or through J.P. Morgan. A “cross transaction” occurs when J.P. Morgan arranges a transaction between different client accounts where the client accounts 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 would independently be considered 52  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 appropriate for purchase by another client account. In such cases, J.P. Morgan 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 would be incurred, no part of such fees will be received by J.P. Morgan. An “agency cross transaction” occurs if J.P. Morgan acts as broker for and receives a commission from a client account of J.P. Morgan 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 J.P. Morgan’s client account. J.P. Morgan faces potentially conflicting division of loyalties and responsibilities to the parties in the above transactions, including with respect to a decision to enter into such transactions as well as with respect to valuation, pricing and other terms. J.P. Morgan addresses this conflict by ensuring that no such transactions will be effected unless J.P. Morgan determines that the transaction is in the best interest of each client account and permitted by applicable law. Potential Conflicts Relating to Valuation JPMPI does not value securities in the Program client accounts or provide assistance in connection with such valuation. JPMS, as custodian for the Program client accounts, values securities in such client accounts. There is an inherent conflict of interest where JPMS, an affiliate of JPMPI, values securities or assets in client accounts or provides any assistance in connection with such valuation and JPMS is receiving a fee based on the value of such assets. Overvaluing certain positions held by clients will inflate the value of the client assets as well as the performance record of such client accounts, which would likely increase the fees payable to JPMS. As a result, there will be circumstances where JPMS is incentivized to determine valuations that are higher than the actual fair value of investments. In addition, JPMS may use multiple valuation sources that provide different values for a single asset. Furthermore, certain units within J.P. Morgan may assign a different value to identical assets than JPMS because these units may have certain information regarding valuation techniques and models or other information relevant to the valuation of a specific asset or category of assets, which they do not share with JPMS. The various lines of business within J.P. Morgan typically will be guided by specific policies and requirements with respect to valuation of client holdings. Such policies will include valuations that are provided by third parties, when appropriate, as well as comprehensive internal valuation methodologies. As a result, the determination of an account’s asset values may differ for different purposes and different statements, reviews and reports. On occasion, JPMS utilizes the services of affiliated pricing vendors for assistance with the pricing of certain securities. In addition, securities for which market quotations are not readily available, or are deemed to be unreliable, are fair valued in accordance with established policies and procedures. Fair value situations could include, but are not limited to: • A significant event that affects the value of a security; • Illiquid securities; • Securities that have defaulted or are de-listed from an exchange and are no longer trading; or • Any other circumstance in which it is determined that current market quotations do not accurately reflect the value of the security. 53  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 C. Investing in Securities That JPMPI or a Related Person Recommends to Clients JPMPI and its related persons may recommend or invest in securities on behalf of its clients that JPMPI and its related persons may also purchase or sell for themselves. As a result, positions taken by JPMPI 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 JPMPI. As these situations involve actual or potential conflicts of interest, JPMPI 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 and to resolve such conflicts appropriately if they do occur. The policies and procedures contain provisions regarding preclearance 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. JPMPI has implemented monitoring systems designed to ensure compliance with these policies and procedures. J.P. Morgan’s Proprietary Investments JPMPI, J.P. Morgan, 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 JPMPI and/or J.P. Morgan. JPMPI and/or J.P. Morgan, within its discretion, can 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 JPMPI and/or J.P. Morgan give rise to a conflict of interest with the transactions and strategies employed by JPMPI on behalf of its clients and affect the prices and availability of the investment opportunities in which JPMPI invests on behalf of its clients. Further, JPMPI is not required to purchase or sell for any client account securities that it, J.P. Morgan, and any of their employees, principals or agents purchase or sell for their own accounts or the proprietary accounts of JPMPI or J.P. Morgan. JPMPI, J.P. Morgan, and its 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 JPMPI or J.P. Morgan. J.P. Morgan’s Policies and Regulatory Restrictions Affecting Client Accounts As part of a global financial services firm, JPMPI will be precluded from effecting or recommending transactions in certain client accounts and will restrict its investment decisions and activities on behalf of its clients due to applicable law, regulatory requirements, other conflicts of interest, information held by JPMPI or J.P. Morgan, JPMPI’s and/or J.P. Morgan’s roles in connection with other clients and in the capital markets, J.P. Morgan’s internal policies and/or potential reputational risk. As a result, client accounts managed by JPMPI may be precluded from acquiring, or disposing of, certain securities or instruments at any time. This includes the securities issued by J.P. Morgan. In addition, potential conflicts of interest also exist when J.P. Morgan maintains certain overall investment limitations on positions in securities or other financial instruments due to, among other things, investment restrictions imposed upon J.P. Morgan by law, regulation, contract or internal policies. These limitations have precluded and, in the future could preclude, JPMPI from including particular securities or financial instruments in its portfolios, even if the securities or financial instruments would otherwise meet the investment objectives of such portfolio. 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 cannot be exceeded without additional regulatory or corporate consent. If such aggregate ownership thresholds 54  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 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 JPMPI’s current policy to seek to manage its clients’ accounts 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 to, among other things, “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” a requirement to disgorge of “short-swing” profits derived from the purchase and sale or sale and purchase of the security, executed within a six-month period. JPMPI 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 accounts and funds managed by JPMPI for its clients, JPMPI may limit the amount, or alter the timing, of purchases of securities, in order not to trigger the foregoing requirements. As a result, certain contemplated transactions that otherwise would be consummated by JPMPI on behalf of its clients will not take place, will be limited in their size or will be delayed. Furthermore, JPMPI has adopted policies and procedures reasonably designed to ensure compliance with economic and trade sanctions–related obligations applicable to its activities (although such obligations are not necessarily the same obligations that its clients are 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 JPMPI of its compliance policies and procedures in respect thereof, may restrict or limit a client’s account’s investment activities. In addition, J.P. Morgan 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. JPMPI may also limit transactions and activities for reputational or other reasons, including (i) when J.P. Morgan provides or may provide advice or services to an entity involved in such activity or transaction, (ii) when J.P. Morgan 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 client account, (iii) when J.P. Morgan or a client account has an interest in an entity involved in such activity or transaction, or (iv) when its activity or transaction on behalf of or in respect of the client account could affect J.P. Morgan, JPMPI, their clients or their activities. J.P. Morgan may also become subject to additional restrictions on its business activities that could have an impact on the Program client accounts’ activities. In addition, JPMPI may restrict its investment decisions and activities on behalf of particular client accounts and not other accounts. D. Conflicts of Interest Created by Contemporaneous Trading Recommendation or Investments in Securities that JPMPI or Its Related Persons may also Purchase or Sell JPMPI and its related persons may recommend or invest in securities on behalf of its clients that JPMPI and its related persons may also purchase or sell themselves. Please refer to Item 12 for more information on Participating Accounts. As a result, positions taken by JPMPI and its related persons will be the same as or different from, or made contemporaneously or at different times than, positions taken for other accounts by JPMIM or JPMCB. As these situations involve actual or potential conflicts of interest, JPMPI 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 55  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 policies and procedures contain provisions regarding preclearance 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. Conflicts Related to the Advising of Multiple Accounts Certain portfolio managers of JPMPI manage or advise multiple client accounts, investment vehicles or portfolios. These portfolio managers are not required to devote all or any specific portion of their working time to specific client accounts or investment vehicles. Conflicts of interest do arise in allocating management time, services or functions among such clients, including clients that have the same or similar type of investment strategies. JPMPI addresses these conflicts by disclosing them to clients and through its supervision of portfolio managers and their teams. Responsibility for managing JPMPI’s client accounts is organized according to investment strategies within asset classes. Generally, client accounts with similar strategies are managed by portfolio managers in the same portfolio management team using the same or similar objectives, approach and philosophy. Therefore, client account holdings, relative position sizes, and industry and sector exposures generally tend to be similar across client accounts with similar strategies. However, JPMPI faces conflicts of interest when JPMPI’s portfolio managers manage accounts or portfolios with similar investment objectives and strategies. For example, investment opportunities that are appropriate for certain clients may also be appropriate for other clients, including the clients of JPMPI, other affiliated investment advisers, and related persons, and as a result client accounts would have to compete for positions. There is no specific limit on the number of accounts that will be managed or advised by JPMPI or its related persons. Once held by a client account, certain investments compete with other investments held by other client accounts of JPMPI and its related persons. The conflict associated with managing assets on behalf of different clients that compete with each other are heightened when JPMPI retains certain management, control or consent rights over such assets. JPMPI has controls in place to monitor and mitigate these potential conflicts of interest. it is JPMPI’s policy, to the extent practicable, to allocate, within its reasonable discretion, investment opportunities among clients over a period of time on a fair and equitable basis. One or more of JPMPI’s other client accounts may at any time hold, acquire, increase, decrease, dispose of, or otherwise deal with positions in investments in which another client account would have an interest. For instance, due to differences in investment strategies, JPMPI might sell a security for a client at the same time that it might hold or purchase the same security for a different client. Positions taken by a certain client account or the accounts of clients of affiliates for whom JPMPI executes trades can also dilute or otherwise negatively affect the values, prices or investment strategies associated with positions held by a different client account. For example, this can occur when investment decisions for one client are based on research or other information that is also used to support portfolio decisions by JPMPI or an affiliate for a different client following the same, similar, or different investment strategies or by an affiliate of JPMPI in managing its clients’ accounts. When a portfolio decision or strategy is implemented for an account ahead of, or contemporaneously with, similar portfolio decisions or strategies for JPMPI or an affiliate’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. 56  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 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 JPMPI or an affiliate manages accounts that engage in short sales of securities in which other accounts invest, JPMPI or its affiliate 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. Conflicts Related to Allocation to Affiliate Accounts 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 and allocation of investment opportunities raise a potential conflict of interest because JPMPI has an incentive to allocate trades or investment opportunities to certain accounts or funds. Fees earned for accounts managed by affiliates (“Affiliate Accounts”) can be different than fees for the Program. In addition, the assets under management for individual Affiliate Accounts are generally higher than the assets under management for individual program accounts and, therefore, affiliates can receive more gross compensation with respect to Affiliate Accounts than JPMS and JPMPI receive from program accounts. This creates a potential conflict of interest for JPMPI and its affiliates or the portfolio managers by providing an incentive to favor these Affiliate Accounts as to time spent managing such accounts, placing securities transactions or when allocating securities to clients. JPMPI has established policies, procedures and practices to manage the conflicts described above to ensure that accounts are treated equitably and fairly over time. Refer to Item 12 below for more information. ITEM 12 Brokerage Practices A. Factors Considered in Selecting or Recommending Broker-Dealers for Client Transactions Broker Selection Clients enrolled in the Program authorize and direct JPMS and investment advisers to which JPMS has delegated brokerage discretion, in the client agreement, to effect transactions for their accounts through JPMS, subject to WMS or the relevant investment adviser’s duty to seek best execution and JPMS’ capacity and willingness to execute the transactions. 1. Research and Other Soft Dollar Benefits. JPMPI does not receive research or other soft dollar benefits in connection with client transactions in the Program. 57  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 2. Brokerage for Client Referrals. JPMPI does not compensate persons for client referrals to the Program. 3. Directed Brokerage. JPMS clients in the Program are not permitted to direct brokerage to broker-dealers other than JPMS. B. Order Aggregation For accounts in the Program, JPMS or its affiliates generally aggregate contemporaneous purchase or sale orders of the same security or Fund across multiple client accounts in the Program. Please review the WMS Form ADV, Part 2A for more information. ITEM 13 Review of Accounts A. Frequency and Nature of Review of Client Accounts JPMPI periodically reviews the investment strategies, Funds, and SMA/Model Managers available in the Program in an effort to ensure that the strategies, Funds, and SMA/Model Managers continue to meet applicable requirements. B. Content and Frequency of Account Reports to Clients JPMPI does not provide performance reports to the Program clients. Clients receive written account statements from JPMS or the client’s custodian and also receive written quarterly performance reports from JPMS. 58  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 59  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 ITEM 14 Client Referrals and Other Compensation A. Economic Benefits for Providing Services to Clients No person who is not a client provides an economic benefit to JPMPI for providing investment advice or other advisory services to the Program accounts. Notwithstanding the foregoing and subject to compliance with applicable law, JPMPI and/or its affiliates derives ancillary benefits from providing investment advisory services to clients. For example, providing such advisory services to clients generally helps JPMPI enhance its relationships with various parties and facilitate additional business development, and also enables JPMPI and its related persons to obtain additional business and generate additional revenue. In addition, J.P. Morgan may derive ancillary benefits from certain decisions made by JPMPI on behalf of clients. J.P. Morgan may receive administrative and servicing and other fees for providing services to both J.P. Morgan Affiliated Funds and third-party funds that are held in the client’s portfolio. While JPMPI has an obligation to make decisions for the best interests of its clients, in certain circumstances, JPMPI can make investments or decisions that result in greater fees, allocations, compensation, or other benefits to J.P. Morgan than if other decisions had been made that also may have been appropriate. The Code of Conduct does not permit employees to accept anything of value personally in connection with the business of J.P. Morgan. Subject to strictly enforced compliance policies, in limited circumstances exceptions will be made for certain nominal non-cash gifts, meals, refreshments and entertainment provided in the course of a host-attended, business-related meeting or other occasion. B. Compensation to Non-Supervised Persons for Client Referrals Neither JPMPI nor any related person of JPMPI directly or indirectly compensates any person who is not its supervised person for client referrals to a Program account. ITEM 15 Custody JPMPI generally does not maintain physical custody of client assets. Client assets are typically held by a qualified custodian pursuant to a separate custody agreement. However, pursuant to Rule 206(4)-2 under the Advisers Act, JPMPI may be deemed to have custody of client assets under certain circumstances. To the extent JPMS directly or indirectly holds clients’ funds or securities or has authority to obtain possession of them, clients will receive account statements at least quarterly directly from JPMS. Clients should carefully review their account statements. Clients are encouraged to compare the account statements that they receive from their qualified custodian with those that they receive from JPMS to the extent JPMS is not the custodian. If clients do not receive statements at least quarterly from their qualified custodian in a timely manner, they should contact JPMS immediately. 60  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 ITEM 16 Investment Discretion JPMS and the client enter into an investment advisory agreement authorizing JPMS and investment advisers to which JPMS has delegated investment discretion, including JPMPI, to act on behalf of the account. Managed Accounts JPMS, JPMPI and its affiliates have discretionary authority, to be exercised in their judgment and consistent with the investment strategy selected by the client, to determine the allocation of assets (inclusive of selecting, adding, removing, or replacing) among Funds or other securities. Guided Accounts JPMPI makes recommendations regarding the allocation guidelines and risk parameters for the Guided Account Models. Asset allocation guidelines may be changed from time to time by JPMPI. Research Services – Other JPMS Advisory Programs JPMPI provides research services with respect to certain strategies offered by JPMS and does not have investment discretion. ITEM 17 Voting Client Securities Information Regarding Voting Client Securities, Corporate Actions and Class Actions JPMPI will not vote proxies (or give advice about how to vote proxies) relating to securities or other property currently or formerly held in a client’s account. Instead, clients of JPMS have the right to vote for any securities and other property in their account. Unless the client specifically reserves the right to vote proxies, clients appoint an independent services provider designated by JPMS for purposes of voting proxies (“Proxy Service”) as the client’s agent and attorney-in-fact, and authorizes the Proxy Service to vote proxies for any securities and other property in the client’s account in accordance with the Proxy Service’s proxy voting guidelines in effect from time to time. For more information on voting client securities, refer to the applicable JPMS Form ADV, Part 2A, which is available at the SEC’s website at adviserinfo.sec.gov. For more information on corporate actions and class actions, refer to the WMS Form ADV, Part 2A, which is available at the SEC’s website at adviserinfo.sec.gov. 61  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 ITEM 18 Financial Information JPMPI is not aware of any financial condition that is reasonably likely to impair its ability to meet its contractual commitments to clients, nor has JPMPI been the subject of a bankruptcy petition at any time during the past ten years. 62  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 Glossary The below table contains certain key definitions used in this Brochure. Additional defined terms are defined throughout the Brochure itself. Term Definition “12b-1 Distribution Fees” Fees from certain funds pursuant to Rule 12b-1 under the Investment Company Act of 1940 Investment Company Act of 1940, as amended “1940 Act” American depositary receipt “ADR” Investment Advisers Act of 1940, as amended “Advisers Act” Accounts managed by affiliates of J.P. Morgan “Affiliate Accounts” that utilize artificial “AI Tools” intelligence, Programs and systems machine learning, probabilistic modeling, and other data science technologies U.S. Commodity Futures Trading Commission “CFTC” “Code” Internal Revenue Code of 1986, as amended, and the corresponding Treasury regulations Exchange-traded funds “ETFs” “ERISA” Employee Retirement Income Security Act of 1974, as amended Securities Exchange Act of 1934, as amended “Exchange Act” A JPMS private client advisor “Financial Advisor” funds, ETFs and “Fund” or “Funds” Collectively, open-end mutual liquid alternative funds, or any other commingled funds available in the Program 63  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 “Guided Account” An account under the Program in which a client maintains investment discretion, with guidance from their Financial Advisor, that involves the selection of an asset allocation model customized with the client in alignment with the client’s risk profile “IAR” J.P. Morgan financial adviser referred to as an investment advisory representative Individual retirement account “IRA” Internal Revenue Service “IRS” Funds sponsored or managed by J.P. Morgan “J.P. Morgan Affiliated Funds” JPMorgan Chase & Co. and/or its affiliated entities “J.P. Morgan” or “JPMC” JPMorgan Chase Bank, N.A. “JPMCB” J.P. Morgan Investment Management Inc. “JPMIM” J.P. Morgan Private Investments Inc. “JPMPI” J.P. Morgan Securities LLC “JPMS” “Liquid Alternative Funds” Mutual funds that hold more non-traditional investments and employ more complex strategies than traditional mutual funds “Managed Account” A discretionary managed account under the Program that includes the selection of investment strategies provided by J.P. Morgan and/or third-party investment managers in alignment with a client’s risk profile and goals. “Model Managers” investments and Investment advisers affiliated or unaffiliated with J.P. Morgan that provide model portfolios of their respective weightings designed to pursue a particular strategy. “Model Portfolio” A portfolio of investments, and their respective weightings, designed to pursue a particular strategy and which may be changed over time in terms of constituent investments and their weightings 64  J.P. Morgan Private Investments Inc. October 9, 2025 File No. 801-41088 “non–J.P. Morgan Funds” Funds managed by third-party asset managers unaffiliated with J.P. Morgan “Program” The J.P. Morgan Managed Investment Services program made available by JPMS J.P. Morgan–managed or sponsored mutual funds “Proprietary Mutual Funds” “Proxy Service” Client-appointed independent services provider designated by JPMS for purposes of voting proxies U.S. Securities and Exchange Commission “SEC” Separately managed account “SMA” Model Managers and/or SMA advisers “SMA/Model Managers” An asset management firm that is not affiliated with J.P. Morgan “unaffiliated asset manager” “wash sale rules” Under the wash sale rules, Section 1091 of the Internal Revenue Code, and the corresponding Treasury regulations, if a U.S. taxpayer sells a security for a loss and repurchases the same (or a substantially identical) security either 30 days before or 30 days after the date of the sale, the loss is disallowed. J.P. Morgan Wealth Management Solutions Inc. “WMS” 65