JPMORGAN ASSET MANAGEMENT (UK) LIMITED

Advisory Business A. Description of Advisory Firm This Brochure relates to the investment advisory services offered by JPMorgan Asset Management (UK) Limited (“JPMAM (UK)” or the “Adviser”). JPMAM (UK) is registered with the United States Securities and Exchange Commission (“SEC”) as an investment adviser pursuant to the Investment Advisers Act of 1940, as amended (the “Advisers Act”). JPMAM (UK) is also authorized and regulated by the Financial Conduct Authority of the United Kingdom. JPMAM (UK), together with 55I, LLC, Bear Stearns Asset Management Inc., Campbell Global, LLC, Highbridge Capital Management, LLC, J.P. Morgan Alternative Asset Management, Inc., J.P. Morgan Investment Management Inc. ("JPMIM"), JPMorgan Asset Management (Asia Pacific) Limited, JPMorgan Funds Limited, Security Capital Research & Management Incorporated, each an SEC registered investment adviser, various affiliated foreign investment advisers and the asset management division of JPMorgan Chase Bank, N.A. comprise the Asset Management ("AM") business of J.P. Morgan Asset & Wealth Management ("JPMAWM"). J.P. Morgan Asset Management ("JPMAM") is the marketing name for the AM businesses of JPMorgan Chase & Co. and its affiliates worldwide (“JPMC”). JPMC is a publicly traded global financial services firm. JPMAM (UK) is wholly-owned by JPMorgan Asset Management International Limited, which is a subsidiary of JPMC. JPMAM (UK) was incorporated under the laws of England and Wales on February 27, 1974. B. Description of Advisory Services The Adviser and its "Affiliates" (as defined in Key Terms) in JPMAM provide a broad range of investment strategies to meet the diverse requirements of their clients' investment needs. Information in this Brochure pertains to products and services offered to U.S. clients or marketed to U.S. investors. The Adviser’s advisory services are offered on both a discretionary and non-discretionary basis through a variety of investment vehicles and arrangements, depending on the strategy as further described below. Pooled Investment Vehicles The Adviser offers investment advisory services to a variety of pooled investment vehicles across its various strategies. These pooled investment vehicles generally include private funds. Investors generally invest directly in a pooled investment vehicle via a subscription agreement. Pooled investment vehicles managed by the Adviser are managed in accordance with each vehicle's investment guidelines and restrictions and are generally not tailored to the individual needs of any particular investor. Below is a brief description of the investment strategies offered by the Adviser. The investment process may be Environmental, Social, and Governance ("ESG") integrated (as described in Item 8.A.). Major asset classes offered by the Adviser include:

Private Markets, including European Real Estate, Global Transportation, Infrastructure, Global Special Situations ("GSS"), and Private Capital

C. Availability of Customized Services for Individual Clients Where JPMAM (UK) is the investment adviser to a pooled investment vehicle, investment objectives, guidelines and any investment restrictions generally are not tailored to the needs of individual investors in those vehicles, but rather are described in the prospectus or other relevant offering document for such vehicle.

D. Wrap Fee Programs The Adviser does not participate in Wrap Fee Programs. E. Assets Under Management As of December 31, 2025, JPMAM (UK) had assets under management in the amounts set forth below: Assets Under Management U.S. Dollar Amount Assets Managed on a Discretionary Basis $482,826,804,975 Assets Managed on a Non-Discretionary Basis $1,268,932,808 Total Regulatory Assets Under Management $484,095,737,783 Other Advisory Assets not included in Regulatory Assets Under Management $9,013,429,160 Total Assets Under Management $493,109,166,943

Fees and Compensation A. Advisory Fees and Compensation Pooled Investment Vehicles With respect to private funds managed by the Adviser, the applicable fees and expenses are set forth in the relevant offering or governing documents, or in certain cases, in separate fee agreements between the Adviser and the private fund’s investors. The Adviser's fees vary significantly depending on the type of fund and investment strategy and can be subject to negotiation. The private funds managed by the Adviser typically utilize an asset-based fee ranging from 0% to 2% annually. For private funds that include performance-based compensation or carried interest, fees typically range from 5% to 20% of the appreciation of the account’s or fund’s assets or performance relative to a specified benchmark. The nature of the asset-based fee varies. For example, it may be based on capital committed or contributed to the fund or capital committed or invested in to underlying investments, or such fee may be payable out of fund profits and/or may vary within a fund based on the fund’s investment stages. The performance-based compensation or carried interest also varies across the private funds and may vary within funds in relation to types of investments or certain clients. In addition, certain private funds offer a preferred return threshold prior to which no carried interest is paid to the Adviser. The preferred return threshold similarly varies across funds and/or clients. In certain cases, the Adviser may waive, rebate, or reduce the asset-based fee, performance-based compensation, or carried interest for certain investors, including Affiliates of the Adviser and/or employees of the Adviser or its Affiliates. In certain cases, investors pay fees outside the fund. Such fees are based on a separate fee agreement between the Adviser and/or its Affiliates and the applicable investor. Investors should refer to the offering documents of the relevant private fund or applicable fee agreement for further information with respect to fees.

B. Payment of Fees Pooled Investment Vehicles A description of the calculation and payment of fees payable to the Adviser and its Affiliates is set forth in the applicable prospectus, offering or governing document or fee agreement for the relevant fund. Clients should refer to such documents for further information with respect to fees. C. Additional Fees and Expenses General In addition to the advisory fees described above, clients may be subject to other fees and expenses in connection with the Adviser's advisory services. Transaction Charges Clients generally pay brokerage commissions, taxes, charges, and other costs related to the purchase and sale of securities for a client’s account. See Item 12, Brokerage Practices for additional information regarding the Adviser’s brokerage practices. Certain fees may also be charged in connection with acquisition, disposition and origination transactions, some of which may be retained by the Adviser and others inure to the benefit of applicable clients. Custody and Other Fees Clients typically establish a custody account under a separate agreement with a custodian bank, and the client will incur a separate custody fee for the custodian’s services. The custodian may be an Affiliate of the Adviser. If a client’s account is invested in mutual funds, exchange-traded funds ("ETF"), or other pooled investment vehicles, including private funds, the client’s account generally will bear its pro rata share of the expenses of the fund, including custody fees. Common Types of Expenses Related to Alternative Investment Strategies Clients and funds investing in alternative investment strategies may either directly or through allocations by the Adviser or its Affiliates to such strategies bear the following expenses: i.

All organizational and offering expenses;

ii.

All third-party costs, fees, or expenses incurred in connection with the performance of all due diligence investigations in relation to the acquisition, ownership, management, repositioning, development, redevelopment, capital expenditure in relation to, or realization of, any investment (including any dead deal costs);

iii.

The third-party costs, fees, or expenses incurred in connection with the negotiating, structuring, financing, and documenting of the acquisition, ownership and realization of any investment, including pursuing joint venture partners, forming joint ventures, co-investments, and syndicating investments (including dead deal costs), any investment-related costs, fees, or expenses and brokerage, underwriting, or similar commissions incurred in relation to any investment (including dead deal costs);

iv.

Any other third-party costs, fees, or expenses incurred in connection with the acquisition, ownership, management, repositioning, development, redevelopment, or capital expenditure in relation to, or realization of, any investments (including dead deal costs);

v.

The third-party costs, fees, and expenses required to be paid in connection with any credit facility to be obtained or assumed in connection with any fund entity or investment, including the legal fees and expenses of lenders’ legal counsel, the fees and expenses of the fund's

legal counsel, brokers’ fees, lenders’ assumption or transfer fees, and required reserves (including dead deal costs); vi.

Transfer taxes, title premiums, environmental insurance premiums, underwriters' commissions and other closing costs and expenses payable or incurred in connection with the acquisition, ownership, and realization of any investment;

vii.

The costs, fees, and expenses associated with the formation and operation of any joint venture, special purpose vehicle, aggregation vehicle, co-investment, or any syndication in relation to any investment;

viii.

The costs, fees, and expenses, including any interest expenses, incurred in respect of any credit facility, including any subscription line credit facility or debt private placement;

ix.

The costs, fees, and expenses and any taxation associated with re-balancing the interests of the fund in another fund entity where it is issuing or repurchasing interests of an investor;

x.

The costs, fees, and expenses of all brokers, managers, architects, accountants, tax advisers, administrators, lawyers, investment bankers, consultants, underwriters, auditors, appraisers, valuers, valuation advisers, calculation agents, and other professional advisers or experts who are engaged in relation to the operation of the fund or any investment;

xi.

All costs, fees, and expenses associated with the preparation and filing of any combined or composite financial or tax return on behalf of the investors;

xii.

The costs, fees, and expenses of any independent fiduciary and meetings thereof;

xiii.

The costs and expenses of the investment advisory committee and any meetings thereof and other meetings of investors and the reasonable travel, lodging, dining, and other expenses incurred by attending investment advisory committee meetings in person;

xiv.

The costs, fees, or expenses incurred in connection with making any filings with any governmental or regulatory authority (including any filings made on behalf of one or more investors), or with listing any investment or fund entity on any exchange;

xv.

The costs, fees, or expenses incurred in threatening, making, defending, investigating, or settling any claim, counterclaim, demand, action, suit, or proceedings of any kind or nature (including legal and accounting fees and expenses, costs of investigation incurred in making, defending or settling any of the same);

xvi.

Insurance premiums (including without limitation, any premiums for director and officer insurance and professional indemnity insurance in respect of any director, officer, or employee of the Adviser or any of its Affiliates in relation to such a person acting as a director, officer, or employee of any fund entity in relation to, or in connection with, the fund or any investment), claims and expenses, including the advancement thereof, and legal fees, disbursements, and governmental fees and charges associated therewith;

xvii.

Claims and expenses incurred by any indemnified party (including the Adviser, its Affiliates and their respective employees), including in connection with any untrue representation or warranty contained in any document relating to any investment and any offering document for any debt or equity issuance or other borrowing (except in certain enumerated circumstances);

xviii.

The costs, fees, and expenses relating to marketing the fund to potential investors, including the costs, fees, and expenses associated with registering the fund for marketing in certain jurisdictions, any translations of the fund prospectus and constituent documents and any side letters with investors;

xix.

The costs, fees, and expenses relating to the establishment, operation, re-organization, termination, dissolution, and/or liquidation of any fund entity, except to the extent that the constituent documents for any such entity provide to the contrary that any such costs, fees and expenses are to be borne by the investors in such entity;

xx.

The amount of any value-added tax paid by the Adviser or its Affiliates in relation to a fund entity, in relation to, or in connection with, the business of the fund including (for the avoidance of doubt) any value-added tax in connection with all costs, fees, or expenses related to the fund's operations;

xxi.

Any statutory or regulatory fees, if any, levied against or in respect of any fund entity, together with the costs incurred in preparing any such submission required by any tax, statutory, or regulatory authority or agency;

xxii.

Any taxation, fees, or other governmental charges levied against any fund entity and all expenses incurred in connection with any audit, investigation, settlement, or review of any pooled investment vehicle, subject to applicable law;

xxiii.

The costs, fees, and expenses relating to the establishment and operation of the general partner or any person in an analogous position in respect of any fund entity;

xxiv.

The costs, fees, and expenses incurred by each unaffiliated and/or independent board, administrator, or general partner (if any) including the reasonable travel, lodging, dining, and other expenses for attending the annual, quarterly, and other meetings thereof in person and the director fees of such directors;

xxv.

The costs, fees, and expenses relating to periodic reporting and any other notifications or confirmations to investors and/or any regulatory authority or agency, and other expenses relating to annual or special investor meetings;

xxvi.

The costs, fees, and expenses associated with any independent valuation adviser, the auditors and professional appraisers, or other advisers in the preparation of the annual audit of the fund, the valuation of its assets, or the preparation, printing, and communication of valuation, performance, and other investor reports (including ESG reports, if applicable) to the fund or its investors (including the cost of third party software utilized in the preparation of such reports) and any financial statements or tax returns for the fund or its investors;

xxvii.

The costs, fees, and expenses of the administrator, the custodian, the depositary, the transfer agent, or any other fund service providers who are engaged in respect of the operation of the fund (including Affiliates of the Adviser who provide such services);

xxviii.

The costs, fees, and expenses associated with research into furtherance of, and with direct applicability to, the fund's investment activities (including engaging consultants and other activities that promote deal pipeline development);

xxix.

Reasonable out-of-pocket travel, lodging, and similar expenses incurred by the Adviser, or any other JPMC entity or their respective directors, officers, or employees arising from the acquisition, ownership, operation, or disposal of any investment (in the case of a proposed Investment, whether or not actually acquired, or in the case of an existing investment, whether or not actually disposed of) or other operation of the fund;

xxx.

Costs, fees, and expenses incurred in connection with conversion from one currency into another and any hedging or currency transactions, including such transactions hedging any foreign exchange or other risks associated with any investments or any fund entity;

xxxi.

Any overhead costs, fees, and expenses and salaries and benefits in connection with maintaining an office and/or directors, officers, or employees of any fund entity (excluding, for the avoidance of doubt, any directors, officers or employees of JPMC) in a particular jurisdiction, where such office is being maintained or such persons are located in such jurisdiction specifically for the benefit of the fund;

xxxii.

Any costs, fees, and expenses incurred to alter or modify the structure of the fund (including in order to comply with any anticipated or applicable regulation or law or to enable the fund to operate in a more efficient manner); and

xxxiii.

The costs, fees, and expenses relating to the establishment and operation of entities created for or associated with the purpose of collecting and distributing incentive, performance or similar fees or allocations.

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Methods of Analysis, Investment Strategies and Risk of Loss A. Methods of Analysis and Investment Strategies The Adviser utilizes different methods of analysis that are tailored for each of the investment strategies it offers to clients. Set forth below are the primary investment strategies and methods of analysis that the Adviser utilizes in formulating investment advice or managing assets. The Adviser manages client accounts consistent with an account's investment guidelines and the Adviser's fiduciary duties. The Adviser uses ESG integration as part of the investment process for certain strategies. The Adviser defines "ESG integration" as the systematic inclusion of financially material ESG factors (alongside other relevant factors) in investment analysis and investment decisions. For certain actively managed strategies deemed by the Adviser to be ESG integrated under its governance process, the Adviser systematically considers financially material ESG information as part of the investment decision-making process with the goals of managing risk and improving long-term returns/value. As the Adviser’s approach to ESG integration focuses on financial materiality, not all factors are relevant to a particular investment, asset

class, or strategy. In addition, ESG integration is dependent on the availability of sufficient ESG information relevant to the applicable investment universe. The portion of investments for which the Adviser will consider financially material ESG factors is therefore dependent on the investment universe of the strategy. ESG factors may be considered only for certain investments and may not be considered for each and every investment decision. These assessments may not be conclusive and securities of issuers that may be negatively impacted by such factors may be purchased and retained by a product while a product may divest or not invest in securities of issuers that may be positively impacted by such factors. ESG integration by itself does not change a product’s investment objective, exclude specific types of industries or companies or limit a product’s investable universe. Private Markets The Adviser offers alternative investment strategies that are managed by teams that specialize in direct alternative investing. The following are some of the Adviser’s significant alternative strategies: European Real Estate The following are some of the Adviser’s significant European Real Estate investment strategies:

Core, core plus, value add, and opportunistic real estate located in Europe

Real estate investment trusts ("REITs")

Acquisition of net leased assets, including "Sale Leaseback" transactions

Real estate debt, including commercial mortgages, mezzanine debt, commercial mortgage-backed securities, agency commercial mortgage-backed securities, short-term bridge financing relating to absolute net, double net and triple net leasing transactions, and similar instruments

Methods of Analysis for European Real Estate Investment Strategies When making real estate investments, the Adviser makes investment and asset management recommendations and/or decisions, as applicable, based upon a variety of factors, including, a fulsome macro and micro research analysis and a quantitative financial analysis. Such factors ensure the performance viability of the proposed investment and its compatibility with a client’s investment strategy and objectives. Prior to making an investment, the Adviser requires the approval of an investment committee or team, and where applicable a board unaffiliated with the Adviser, whose review includes consideration of the following factors, among others, and as appropriate to the asset class: cash flow and debt assumptions, relative value analysis, return models, property/ operational history, location analysis, investment proposal, transaction structure (equity/debt), investment strengths and weaknesses, tenant/customer/sponsor/borrower analysis, replacement cost analysis, research assessment, comparable sales and lease analysis, and ultimately the investment recommendation. Additionally, the Adviser considers financially material ESG factors (alongside other relevant factors) as part of the investment process when evaluating the long-term value and risk of an investment for certain European Real Estate investment strategies. The pooled investment funds managed or advised by the Adviser include funds that are considered Article 8 products for the purposes of the EU Sustainable Finance Disclosure Regulation. Global Transportation The following are some of the Adviser’s significant Global Transportation investment strategies:

Transportation, including core and core plus; maritime, energy logistics, aircraft, railcar, heavy equipment, vehicle fleet, and related sectors of the global transport universe

Methods of Analysis for Global Transportation Investment Strategies When making transportation investments, the Adviser makes investment and asset management recommendations and/or decisions, as applicable, based upon a variety of factors, including, a fulsome macro and sector specific research analysis and a quantitative financial analysis. Such factors ensure the performance viability of the proposed investment and its compatibility with a client’s investment strategy and objectives. Prior to making an investment, the Adviser requires the approval of an investment committee, and where applicable a board unaffiliated with the Adviser, whose review includes consideration of the following factors, among others, and as appropriate to the asset class: investment thesis, research assessment, cash flow and debt assumptions, return attributes, operational history, transaction structure (equity/debt), investment strengths and weaknesses, replacement cost analysis, comparable sale/relative value analysis, credit analysis, regulatory and risk factors, and ultimately the investment recommendation. Additionally, the Adviser considers financially material ESG factors (alongside other relevant factors) as part of the investment process when evaluating the long-term value and risk of an investment for certain Global Transportation investment strategies. The pooled investment funds managed or advised by the Adviser include funds that are considered Article 8 products for the purposes of the EU Sustainable Finance Disclosure Regulation. Infrastructure The Adviser manages the following Infrastructure investment strategy:

Equity (core and core plus) from entities that reside primarily in the Organization for Economic Cooperation and Development ("OECD") countries.

Methods of Analysis for the Infrastructure Investment Strategy When recommending infrastructure investments, the Adviser makes investment and asset management recommendations and/or decisions, as applicable, based on factors deemed relevant to the performance viability of the proposed investment, overall portfolio construction, and compatibility with clients’ investment strategy and objectives. Prior to making an investment, the Adviser requires the approval of an investment committee comprised of employees of the Adviser and its AM Affiliates and a board unaffiliated with the Adviser, whose review includes consideration of the following factors, among others, and as appropriate to the asset class: cash flow and debt assumptions, computations, operational history, portfolio diversification, investment thesis, transaction structure (equity/debt), credit quality, capital structure, investment strengths and weaknesses, research assessment, and investment recommendation. Additionally, the investment processes for the Infrastructure investment strategy is ESG integrated and, as such, the Adviser considers financially material ESG factors as part of the investment process. The pooled investment funds managed or advised by the Adviser include funds that are considered Article 8 products for the purposes of the EU Sustainable Finance Disclosure Regulation. Global Special Situations The Adviser's Global Special Situations investment strategy includes targeting corporate and other financial situations which may be dislocated, complex or experiencing stress, distress or event driven factors. The following are some of the Adviser’s significant GSS investment strategies:

Distressed investments: non-performing investments that typically have a specific event, such as a debt for equity swap, restructuring, rescue financing, or liquidation.

Event-Driven / Stressed investments: performing investments discounted by either illiquidity or market disruption with returns driven by catalysts. The Adviser will principally target investments within these sub-strategies in non-investment grade public and private credit.

Bespoke Transactions: customized solution to balance sheet, capital constraints, illiquidity for borrowers or debt holders or asset holders, often with jurisdictional or capital structure complexity.

Market Driven Transactions: typically larger, syndicated instruments (e.g., public bonds or syndicated loans) that may be tradable or quotable and are often secondary purchase transactions.

Methods of Analysis for GSS Investment Strategies The Adviser seeks to invest throughout the credit cycles and across the capital structure of its target investments, generally private credit across a broad range of products, including but not limited to, First Lien Secured Loans, Second Lien Secured Loans, Mezzanine Loans, Uni-Tranche Loans, High Yield Debt, Equity Instruments, Claims, Derivatives and Credit-Linked Securities, Collateralized Loan Obligations, Collateralized Debt Obligations, and Physical Assets via new issuance of bonds or loans, restructurings and secondary trading transactions across multiple geographies and industries. The Adviser applies a rigorous due diligence process to the credit opportunities it identifies. Priorities are expected to include: (i) establishing downside protection and principal preservation through financial and structural methods; (ii) seeking to generate attractive long-term returns utilizing the expertise of the GSS investment team. The Adviser's flexible mandate to invest across a company’s capital structure is intended to open up opportunities across a wide range of transactions, capital structures and securities, and allows the Adviser to select those investments that it believes will provide an appropriate risk-adjusted return. As part of its investment process, the Adviser systematically incorporates financially material ESG issues (alongside other relevant factors) in investment decisions in connection with considering sustainability risks and assessing the financial attractiveness of the investment opportunity. Private Capital The following are some of the Adviser's significant Private Capital investment strategies:

Growth Equity Partners: focuses on four targeted sub-sectors – fintech, software, real estate technology, and consumer – and seeks to identify investment opportunities within those sub-sectors that Growth Equity Partners believes reflect one or more of the following: compelling unit economics, market leading positions, effective management teams, clear growth trajectories, or situations where Growth Equity Partners believes it can add significant value as a strategic partner to its portfolio companies.

Life Sciences Private Capital: focuses on seed-stage through growth equity health care companies dedicated to the creation and development of new therapies across several target areas, prioritizing genetic medicine, oncology and autoimmunity, as well as neurodegenerative diseases, rare diseases, AI/ML platforms, metabolic diseases, and neuropsychology. Sectors of focus within health care include biotechnology, pharmaceutical services, life science tools, diagnostics, and other sub-sectors.

The Adviser may, in its discretion, make a co-investment opportunity in a portfolio company in which a Private Capital investment fund invests available to one or more clients or investors in such Private Capital investment fund or to its Affiliates, employees or other persons through special purpose or other managed vehicles. The terms on which co-investors invest in such portfolio company may be substantially different, and potentially more favorable, than the terms on which such Private Capital investment fund invests. Given the amount of discretion the Adviser has with respect to the allocation of a co-investment opportunity and associated expenses, there will be conflicts of interest among the Adviser, such Private Capital investment fund and co-investors in such opportunity. Please refer to the conflicts of interest described in Item 11.B, specifically, Conflicts Related to Co-Investment Opportunities. Methods of Analysis for Private Capital Investment Strategies The Adviser seeks to deliver risk-adjusted returns by investing primarily in seed-stage through growth-stage businesses. Seed-stage investments are very early stage investments in companies at inception or shortly thereafter (Series A). Growth stage investments are generally in rounds that range from Series B to later stage fundraising rounds taking place prior to a potential initial public offering ("IPO") via public capital markets. The investment strategies may also pursue investments in public equities and follow-on equity financings in the public markets. Additionally, the Adviser considers financially material ESG factors as part of

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Types of Clients The Adviser primarily provides investment advisory services to institutional clients, both U.S. and non-U.S., including:

Charitable and/or religious organizations

Corporations

Defined contribution and defined benefit pension plans

Endowments and foundations

Financial Institutions (including registered investment advisers)

Insurance companies

Investment companies (including mutual funds, closed-end funds and ETFs)

Other pooled investment vehicles (including private funds)

Sovereigns and central banks

State and local governments

Supranational organizations

Trusts and Estates

The Adviser also provides investment advisory services to the Wealth Management division of JPMAWM. Account Requirements The Adviser has established minimum account requirements for certain client accounts, which vary based on the fund, investment strategy, and asset class. In addition, a larger minimum account balance may be required for certain types of accounts that require extensive administrative effort. Minimums are subject to waiver in the Adviser's discretion and are waived for client accounts from time to time. To open or maintain an account, clients are required to sign an investment advisory agreement with the Adviser that stipulates the terms under which the Adviser is authorized to act on behalf of the client to manage the assets listed in the agreement. In certain instances, the Adviser may also manage the assets of its Affiliate’s clients and will receive from the Affiliate a portion of the fee or other compensation paid by the end client for such services. Under these circumstances, the client enters into an investment advisory agreement with the Affiliate and, in turn, the Affiliate delegates authority to the Adviser. For certain types of pooled investment vehicles offered or managed by the Adviser, U.S. investors must generally satisfy certain investor sophistication requirements, including that the investor qualifies as an “accredited investor” under Rule 501(a) of Regulation D under the Securities Act of 1933, as amended, a “qualified purchaser” within the meaning of section 2(a)(51) of the Investment Company Act of 1940, as amended (the “1940 Act”), and/or a “qualified eligible person” under Rule 4.7 of the Commodity Exchange Act. The Adviser may also permit investments by certain employees that qualify as “knowledgeable employees” within the meaning of Rule 3c-5 of the 1940 Act in lieu of satisfying the client qualification requirements associated with being a “qualified purchaser”.

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

Other Financial Industry Activities and Affiliations A. Broker-Dealer Registration Status The Adviser is not a registered broker-dealer; however, certain of the Adviser's "Management Persons" (as defined in Key Terms) are registered with the U.S. Financial Industry Regulatory Authority ("FINRA") as representatives of J.P. Morgan Institutional Investments Inc. ("JPMII"), an affiliated broker-dealer, if necessary or appropriate to perform their responsibilities. B. Futures Commission Merchant, Commodity Pool Operator, or Commodity Trading Advisor Registration Status The Adviser is an exempt commodity pool operator ("CPO") and exempt commodity trading advisor ("CTA") and does not require registration with the CFTC or the National Futures Association. In addition, certain Management Persons are registered with the NFA as associated persons and swap associated persons of an affiliated CPO and CTA, if necessary or appropriate to perform their responsibilities.

C. Material Relationships or Arrangements with Affiliated Entities The Adviser has certain relationships or arrangements with related persons that are material to its advisory business or its clients. Below is a description of such relationships and some of the conflicts of interest that arise from them. The Adviser has adopted policies and procedures reasonably designed to appropriately prevent, limit, or mitigate conflicts of interest that may arise between the Adviser and its Affiliates. These policies and procedures include information barriers designed to prevent the flow of information between the Adviser and certain other Affiliates, as more fully described below. For a more complete discussion of the conflicts of interest and corresponding controls designed to prevent, limit or mitigate conflicts of interests, please see Item 11.B, Participation or Interest in Client Transactions and Other Conflicts of Interest. Broker-Dealers J.P. Morgan Securities LLC (“JPMS”) JPMS, an Affiliate, is a U.S. Financial Industry Regulatory Authority ("FINRA") member and is dually registered as a broker-dealer and an investment adviser with the SEC. JPMS is also registered as a FCM with the CFTC. The Adviser has the following material relationships with JPMS: i.

Placement Agent

JPMS serves as placement agent for certain private funds. Typically, JPMS does not receive placement fees from such funds but receives fees directly from the Adviser and from certain investors subscribing for interests in such funds. These fees are typically in addition to the cost of the investors' subscription amounts. JPMC, by virtue of its indirect interest in the Adviser, indirectly benefits from the services of placement agents when placement agents place interests which lead to an increase in assets upon which the Adviser receives fees from the funds. In addition, the potential for placement agents affiliated with JPMC, and for JPMC itself, to receive (directly or indirectly) compensation in connection with certain investors’ subscriptions for private funds creates a conflict of interest in recommending investments in such funds. The remuneration relating to sales of interests in private funds managed by the Adviser from time to time will be greater than that of other products that placement agents might offer on behalf of JPMC or other sponsors. In such circumstances, the placement agents will have an incentive to recommend and offer interests in funds managed by the Adviser to their clients. ii.

Clearing Broker

The Adviser also utilizes JPMS as a FCM only for clearing purposes for certain accounts that specifically direct the Adviser to do so. Futures transactions are not executed by JPMS. iii.

JPMorgan Funds - Money Market Instruments

The Adviser and certain JPMorgan Funds have been granted exemptive orders by the SEC pursuant to which certain JPMorgan Funds are permitted to engage in principal transactions with JPMS involving taxable and tax-exempt money market instruments (including commercial paper, banker acceptances, and medium-term notes) and repurchase agreements. The orders are subject to certain conditions, which are intended to avoid potential conflicts of interest. The Adviser has controls in place to monitor its ongoing compliance with the conditions. iv.

Index Provider

JPMS develops indices that may be used by certain index tracking products managed by the Adviser. Alternatively, an index or notional product may reflect strategic input from both the Adviser and JPMS. The Adviser may also act as sub-adviser on certain JPMS initiatives.

JPMorgan Securities plc JPMorgan Securities plc is a UK domiciled broker-dealer with which the Adviser may undertake client securities transactions. Investment Companies or Other Pooled Investment Vehicles The Adviser is the investment adviser or sub-adviser for various JPMorgan Affiliated Funds, including funds organized under the laws of other countries and jurisdictions. JPMAM (UK) advises funds operated by JPMorgan Funds Limited. The Adviser often recommends and invests client accounts in JPMorgan Affiliated Funds which creates a conflict of interest because the Adviser and/or its Affiliates benefit from increased allocations to the JPMorgan Affiliated Funds, and certain Affiliates of the Adviser may receive distribution, placement, administration, custody, trust services or other fees for services provided to such funds. As described in Item 5, the Adviser generally does not receive advisory fees from both the client’s SMA and the JPMorgan Affiliated Fund in which the SMA is invested. Please refer to Item 5.E, Additional Compensation and Conflicts of Interest. Other Investment Advisers, Commodity Pool Operators, and Commodity Trading Advisors The Adviser has relationships that are material to its investment advisory business with the following affiliated investment advisers: JPMorgan Asset Management (Europe) S.á r.l., JPMIM, and JPMorgan Funds Limited. Among the above named Affiliates, JPMIM and JPMorgan Funds Limited are SEC-registered investment advisers; and JPMorgan Asset Management (Europe) S.á r.l. is an exempt reporting adviser. JPMIM is also registered as a CPO and CTA with the CFTC. JPMorgan Funds Limited are exempt CPOs with the CFTC. With respect to certain client accounts and funds, the Adviser delegates some or all of its responsibilities as adviser to other affiliated advisers, which creates conflicts of interest related to the Adviser’s determination to use, suggest, or recommend the services of such entities because the Adviser and/or its Affiliates may benefit from increased allocations to their businesses. Affiliated advisers also delegate functions to the Adviser. The particular services involved will depend on the types of services offered by the relevant Affiliate. Please refer to the Sub-Advisory Relationships section within Item 11.B, for a more complete discussion regarding conflicts of interest. The Adviser typically compensates other affiliated advisers out of the advisory fees it receives from the relevant fund or client account. The Adviser also serves as adviser or sub-adviser for various client accounts and funds managed by its Affiliates. In addition, as described above, the Adviser recommends and invests certain client accounts and funds in JPMorgan Affiliated Funds. The Adviser generally does not charge dual level fees as described in Item 5.E, Additional Compensation and Conflicts of Interest. Where the Adviser delegates advisory responsibilities to affiliated SEC registered investment advisers, a copy of the brochure of each such Affiliate is available on the SEC’s website (www.adviserinfo.sec.gov) and will be provided to clients or prospective clients upon request. Banking or Thrift Institution JPMC, the Adviser’s parent company is a public company that is a bank holding company registered with the Federal Reserve. JPMC is subject to supervision and regulation by the Federal Reserve and is subject to certain restrictions imposed by the BHCA and related regulations. For a more complete discussion of the BHCA's restrictions that may apply to the Adviser’s activities please see the disclosure describing Regulatory Risk within Item 8.B.

JPMorgan Chase Bank, N.A. ("JPMCB") JPMCB is a national banking association affiliated with the Adviser. JPMCB is subject to supervision and regulation by the U.S. Department of Treasury's Office of the Comptroller of the Currency. JPMCB is also an exempt CPO and exempt CTA with the CFTC. JPMCB provides investment advisory, trustee, custody, fund accounting, and other services to JPMorgan Funds, JPMorgan Affiliated Funds and to institutional clients. Certain personnel of the Adviser are also officers of JPMCB and provide investment advisory and other services to bank-sponsored collective investment trust funds established and maintained by JPMCB, private funds or SMAs managed by JPMCB. In such cases, the Adviser coordinates portfolio management and trading activities among its clients and clients of JPMCB as further described in Item 12.B, Order Aggregation. The Adviser is the recipient of the services listed below provided by the Securities Services unit of JPMCB pursuant to agreements between its Affiliate, JPMIM, and the Securities Services unit of JPMCB:

Risk as a Service (“RaaS”), i.e., derivative risk analytics, pricing, and other services.

Middle office services, i.e., core trade support, reconciliations, IBOR data services, investment accounting, and operational reporting to the Adviser.

These arrangements create a conflict of interest as there is a financial incentive in selecting JPMCB over an unaffiliated service provider, to the benefit of JPMCB and indirectly, JPMC. To mitigate this conflict, the Adviser undertakes appropriate due diligence, oversight and governance in its review and selection of all service providers, regardless of whether those service providers are Affiliates or otherwise. With regard to potential conflicts related to the disclosure of information to the Securities Services Unit of JPMCB, the Securities Services unit has agreed to only use, disclose, or distribute relevant information to employees or agents of JPMCB who are actively and directly engaged in the respective RaaS or middle office services. The Securities Services unit does not provide such information to any other employees or agents of JPMCB, its affiliates or any unaffiliated third parties with the exception of client service providers who require the information to provide client services, regulators, auditors, or as otherwise required by applicable law. Certain functions, such as human resources, legal, compliance, IT, and risk management, are provided through AM and/or JPMC as shared functions across all of its geographical entities. J.P. Morgan (Suisse) SA J.P. Morgan (Suisse) SA serves as paying agent in Switzerland to certain private funds advised by JPMAM (UK) and as distributor for funds sub-advised by JPMAM (UK). Sponsor or Syndicator of Limited Partnerships From time to time, the Adviser or its related persons act as a general partner, special limited partner of a limited partnership, or managing member or special member of a limited liability company to which the Adviser serves as an adviser, sub-adviser, or provides other services. The Adviser and related persons may solicit the Adviser’s clients to invest in such limited partnerships or limited liability companies, for which the Adviser or a related person may receive compensation. Related persons of the Adviser may serve as a director of a U.S. or non-U.S. investment company or other corporate entity for which the Adviser may solicit clients to invest. For a list of such funds, please refer to Section 7.B of Schedule D in Form ADV Part 1A.

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Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. Code of Ethics and Personal Trading The Adviser and its registered investment adviser Affiliates have adopted the Code of Ethics for JPMAM (the “Code of Ethics”) pursuant to Rule 204A-1 under the Advisers Act. The Code of Ethics is designed to ensure that the Adviser's employees comply with applicable federal securities laws and place the interests of their clients before their own personal interests at all times. The Code of Ethics imposes certain restrictions on securities transactions in the personal accounts of covered persons to help avoid or mitigate conflicts of interest, as described more fully below. A copy of the Code of Ethics is available free of charge to any client upon request by contacting your client service representative or financial adviser. The Code of Ethics contains policies and procedures relating to:

Account holding reports, personal trading, including reporting and pre-clearance requirements for all employees of the Adviser;

Confidentiality obligations to clients set forth in the JPMC privacy notices;

Employee conflicts of interest, which includes guidance relating to restrictions on trading on MNPI, gifts and business hospitality, political and charitable contributions and outside interests; and

Escalation guidelines for reporting Code of Ethics violations.

In general, the personal trading rules under the Code of Ethics require that accounts of employees and associated persons be maintained with an approved broker and that certain trades in reportable securities for

such accounts be pre-cleared and monitored by Compliance personnel. The Code of Ethics also prohibits certain types of trading activity, such as short-term and speculative trades. Employees of the Adviser must obtain approval prior to engaging in all covered security transactions, including those issued in private placements. In addition, certain employees of the Adviser are not permitted to buy or sell securities issued by JPMC during certain periods throughout the year. Certain “Access Persons” (defined as persons with access to non-public information regarding the Adviser’s recommendations to clients, purchases, or sales of securities for client accounts and advised funds) are prohibited from executing personal trades in a security or similar instrument five business days before and after a client or fund managed by that Access Person transacts in that security or similar instrument. In addition, Access Persons are required to disclose household members, personal security transactions and holdings information. These disclosure obligations and restrictions are designed to mitigate conflicts of interest that may arise if Access Persons transact in the same securities as advisory clients. Additionally, all of the Adviser's employees are subject to the JPMC firm-wide policies and procedures including those found in JPMC's Code of Conduct (the “Code of Conduct”). The Code of Conduct sets forth restrictions regarding confidential and proprietary information, information barriers, private investments, outside interests and personal trading. All JPMC employees, including the Adviser's employees, 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. B. Participation or Interest in Client Transactions and Other Conflicts of Interest JPMC Acting in Multiple Commercial Capacities JPMC is a diversified financial services firm that provides a broad range of services and products to its clients and is a major participant in the global currency, equity, commodity, fixed income, and other markets in which the Adviser's client accounts invest or may invest. JPMC is typically entitled to compensation in connection with these activities and the Adviser's clients will not be entitled to any such compensation. In providing services and products to clients other than the Adviser’s clients, JPMC, from time to time, faces conflicts of interest with respect to activities recommended to or performed for the Adviser's clients on one hand and for JPMC’s other clients on the other hand. For example, JPMC has, and continues to seek to develop banking and other financial and advisory relationships with numerous U.S. and non-U.S. persons and governments. JPMC also advises and represents potential buyers and sellers of businesses worldwide. The Adviser’s client accounts have invested in, or may wish to invest in, such entities represented by JPMC or with which JPMC has a banking, advisory, or other financial relationship. In addition, certain clients of JPMC, including the Adviser's clients, may invest in entities in which JPMC holds an interest, including a JPMorgan Affiliated Fund. In providing services to its clients and as a participant in global markets, JPMC from time to time recommends or engages in activities that compete with or otherwise adversely affect an Adviser’s client account or its investments. It should be recognized that such relationships can preclude the Adviser's clients from engaging in certain transactions and can also restrict investment opportunities that may be otherwise available to the Adviser's clients. For example, JPMC is often engaged by companies as a financial adviser, or to provide financing or other services, in connection with commercial transactions that are potential investment opportunities for the Adviser's clients. There are circumstances in which advisory accounts are precluded from participating in such transactions as a result of JPMC’s engagement by such companies. JPMC reserves the right to act for these companies in such circumstances, notwithstanding the potential adverse effect on the Adviser's clients. In addition, JPMC derives ancillary benefits from providing investment advisory, custody, administration, prime brokerage, transfer agency, fund accounting and shareholder servicing, and other services to the Adviser's clients, and providing such services to the Adviser's clients may enhance JPMC’s relationships with various parties, facilitate additional business development, and enable JPMC to obtain additional business and generate additional revenue. For example, allocating a client account’s assets or a JPMorgan Affiliated Fund's assets to a third-party private fund or product enhances JPMC’s relationship with such third-party private fund or product and their affiliates and could facilitate additional business development or enable JPMC or the Adviser to obtain additional business and generate additional revenue.

The following are descriptions of certain additional conflicts of interest and potential conflicts of interest that may be associated with the financial or other interests that the Adviser and JPMC may have in transactions effected by, with, or on behalf of its clients. In addition to the specific mitigants described further below, the Adviser has adopted policies and procedures reasonably designed to appropriately prevent, limit or mitigate conflicts of interest. In addition, many of the activities that create these conflicts of interest are limited and/or if prohibited by law, are conducted under an available exception. JPMC Service Providers and Their Relationships with Issuers of Debt or Equity Instruments held by Client Accounts JPMC or the Adviser’s related persons provide financing, consulting, investment banking, management, custodial, transfer agency, shareholder servicing, treasury oversight, administration, distribution, underwriting, including participating in underwriting syndicates, brokerage (including prime brokerage), or other services to, and receive customary compensation from, an issuer of equity or debt securities held by client accounts or JPMorgan Affiliated Funds managed by the Adviser or the portfolio companies in which such accounts or funds invest. These relationships generate revenue to JPMC and could influence the Adviser in deciding whether to select or recommend such investment funds, products, or companies for investments by client accounts or JPMorgan Affiliated Funds, in deciding how to manage such investments, and in deciding when to realize such investments. For example, JPMC earns compensation from private funds or their sponsors or investment products for providing certain services. The Adviser has an incentive to favor such funds or products over other funds or products with which JPMC has no relationship when investing on behalf of, or recommending investments to, client accounts or JPMorgan Affiliated Funds because such investments potentially increase JPMC’s overall revenue. In providing these services, JPMC could also act in a manner that is detrimental to a client account or JPMorgan Affiliated Fund, such as when JPMC is providing financing services and it determines to close a line of credit to, to not extend credit to, or to foreclose on the assets of, an investment vehicle or a portfolio company in which a client account or JPMorgan Affiliated Fund invests, or when JPMC advises a client and such advice is adverse to a client account or JPMorgan Affiliated Fund. Any fees or other compensation received by JPMC in connection with such activities will not be shared with the Adviser’s clients. Such compensation could include financial advisory fees, monitoring fees, adviser fees, or fees in connection with restructurings or mergers and acquisitions, as well as underwriting or placement fees, financing or commitment fees, trustee fees, and brokerage fees. Client Participation in Offerings where JPMC acts as Underwriter or Placement Agent When permitted by a client’s investment guidelines, objectives, restrictions, conditions, limitations, directions, and cash needs, and subject to compliance with applicable law, regulations, and exemptions, the Adviser from time to time purchases securities for client accounts during an underwriting or other offering of such securities in which a broker-dealer Affiliate of the Adviser acts as a manager, co-manager, underwriter or placement agent. The Adviser’s Affiliate typically receives a benefit in the form of management, underwriting, or other fees. When a broker-dealer Affiliate serves as underwriter in connection with an initial or secondary public offering of securities held in client accounts or certain JPMorgan Affiliated Funds managed by the Adviser, JPMC typically requires certain equity holders, including such client account or such JPMorgan Affiliated Fund, to be subject to a lock-up period following the offering during which time such equity holders’ ability to sell any securities is restricted. In addition, JPMC internal policies or identified actual or potential conflicts arising from the role of such broker-dealer Affiliate could preclude a client account or a JPMorgan Affiliated Fund from selling into such an offering. These factors could restrict the Adviser’s ability to dispose of such securities at an opportune time and thereby adversely affect the relevant account or JPMorgan Affiliated Fund and its performance. Affiliates of the Adviser also act in other capacities in such offerings and such Affiliates will receive fees, compensation, or other benefit for such services. The commercial relationships and activities of the Adviser’s Affiliates may at times indirectly preclude the Adviser from engaging in certain transactions on behalf of its clients and constrain the investment flexibility of client accounts. For example, when an Affiliate of the Adviser is the sole underwriter of an initial or secondary

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Brokerage Practices A. Factors Considered in Selecting or Recommending Broker-Dealers for Client Transactions The Adviser continually assesses the ability of trade execution venues to provide best execution for the Adviser’s client accounts on a consistent basis and in accordance with the Adviser's best execution policies and procedures. In order to obtain best execution, the Adviser considers some or all of the following execution factors, depending on the order, when selecting the most appropriate venue or counterparty:

The size of the order relative to other orders in the same financial instrument

The need to minimize the possible market impact

Access to liquidity/natural order flow

Whether or not the security is traded on an exchange or OTC

The client mandate and client restrictions

Evaluation of the counterparty, including creditworthiness, among other factors

Clearance and settlement reliability and capabilities

Commissions rates and other costs

Characteristics of the execution venue(s) to which the order can be directed

Any other relevant factor

When assessing the relative importance of these factors, the Adviser will also consider the characteristics of the client's account, the client's order, and the financial instruments that are the subject of the order and the execution venues to which that order can be directed. Each order executed on behalf of a client account will be unique in its characteristics due to the prevailing market conditions, liquidity, investment strategy, and investment guidelines at the time such order is executed. While the relative importance assigned to the execution factors will vary, generally the Adviser prioritizes price and cost factors (both explicit and implicit) in obtaining best execution. However, there are instances where other factors take precedence. Such instances may occur under the following circumstances: trade costs are uniform or negligible across counterparties for equity and fixed income products, speed of execution may be more important due to the nature of the order, or a trade order is large in comparison to the liquidity of the relevant financial instrument in the market. The Adviser is responsible for determining that the level of commission paid for each trade is reasonable in light of the service received. Commissions on brokerage transactions may be subject to negotiation.

Negotiated commissions take into account the difficulty involved in execution, the extent of the broker’s commitment of its own capital (if any), the amount of capital involved in the transaction, and any other services offered by the broker. 1.

Research and Other Soft Dollar Benefits

The Adviser's primary objective in broker-dealer selection is to comply with its duty to seek best execution of orders for clients. Best execution does not necessarily mean the lowest commission or price, but involves consideration of a number of factors as noted above in Item 12.A, Factors Considered in Selecting or Recommending Broker-Dealers for Client Transactions. JPMAM (UK) has in place a global policy on the use of equity trading commissions which describes how JPMAM (UK) manages the use of equity trading commissions arising from the execution of transactions on behalf of its clients. For accounts considered in scope of the Markets in Financial Instruments Directive II ("MiFID II"), JPMAM (UK) has transitioned the payment of costs associated with the purchase of external research from equity trading commissions to such costs being directly paid by the Adviser. Trading commissions are not a feature of non-equity markets and costs are imposed through price spreads. The inducement requirements within MiFID II cover both equity and non-equity markets and, therefore, JPMAM (UK) pays directly for broker-dealer research used by its Global Fixed Income Commodities and Currencies business and does not pass the costs through to other clients. JPMAM (UK) has a fiduciary obligation to act in the best interests of its client when seeking best execution and using clients commissions to pay for certain goods and services. JPMAM (UK) must therefore ensure that commissions generated from equity transactions are not being used in a way that could give rise to conflicts of interest by influencing the execution of trades and that JPMAM (UK) is accountable to clients in how their commissions are effectively spent. The sole responsibility of JPMAM (UK)’s dealing desks is to ensure that best execution is achieved for clients in accordance with regulatory requirements. When selecting the brokerdealer and the type of trade to be used, JPMAM (UK) will aim to ensure that the best possible transaction outcome is achieved in accordance with best execution. The commission charges often incurred on equity transactions are passed directly to the clients’ accounts which are party to the transactions. JPMAM (UK) only uses commission charged by broker-dealers to purchase goods or services that are directly related to the execution of trades. JPMAM (UK) must identify the circumstances in which commissions can be used to pay for execution services, and that such usage complies with all applicable regulatory requirements. JPMAM (UK) requires its client’s equity trading commissions to be used solely to pay for execution costs. In order to be considered goods and services permitted to be paid using client commissions, they must be linked to the arranging and conclusion of a specific investment transaction(s) and they must be provided between the time of the decision and the time of the transaction(s). Consequently, for example, post trade analysis does not constitute execution. Permitted services related to execution include not only the execution of trades but also incidental functions that may include post-trade matching, exchange of messages among broker-dealers, custodians and institutions, and routing settlement instructions to custodian banks and broker-dealers' clearing agents. 2.

Brokerage for Client Referrals

The Adviser does not select broker-dealers to receive client referrals. The factors used by the Adviser in selecting broker-dealers to execute trades are described above. 3.

Directed Brokerage

The Adviser does not routinely recommend, request or require that clients direct the Adviser to execute transactions through a specified broker-dealer. However, under certain conditions, the Adviser may accept

written direction from a client to direct brokerage commissions from that client’s account to specific brokers, including an Affiliate of the Adviser, in return for services provided by the brokers to the client. Due to the Adviser's overall objective of effecting client transactions consistent with its duty to seek best execution, the Adviser generally will accept direction only with respect to a limited percentage of certain clients’ overall trades on a “best efforts” basis. Consequently, JPMAM (UK) generally will not enter client orders with a directed broker when a pending order with a different broker will be providing a better execution. JPMAM (UK) reserves the right to decline directed brokerage instructions where it believes such trading direction could interfere with its fiduciary duties, or for other reasons, determined in JPMAM (UK)’s sole discretion. Under most circumstances, JPMAM (UK) will aggregate the client’s order with the open order and place the combined order with the broker providing best execution. Where client orders are directed, clients may experience sequencing delays in order to meet directed brokerage requests, which may impact JPMAM (UK)’s ability to achieve best execution on behalf of such clients. Clients may forgo benefits, such as volume discounts, that JPMAM (UK) may have obtained for its non-directed accounts in a combined order. In certain circumstances an ETF creation or redemption unit may consist in whole or in part of cash, and the Authorized Participants transacting in such units may request that related trades for the underlying securities of such ETF be directed back to such Authorized Participant’s broker-dealer for execution. Where a client directs the use of a particular broker-dealer, it is possible that the Adviser may be unable to achieve most favorable execution of such client’s transactions, and the client’s account may be disadvantaged as a result of a less favorable execution price and/or higher commissions. In addition, less favorable execution prices and/or higher commissions could result from the client account’s inability to participate in aggregate orders or other reasons. Client accounts that direct brokerage may have execution of their orders delayed, since, in an effort to achieve orderly execution of transactions, execution of orders for client accounts that have directed the Adviser to use particular broker-dealers may, in certain circumstances, be made after the Adviser completes the execution of non-directed orders. This delay may negatively affect the price paid or received in the purchase or sale of securities, respectively, by a client account electing to direct brokerage. B. Order Aggregation The Adviser has aggregation and allocation practices in place that are designed to reasonably promote fair and equitable allocations of investment opportunities among its client accounts over time and to promote compliance with applicable regulatory requirements, implemented in a manner consistent with legal and regulatory requirements or restrictions. Such practices are designed to reasonably ensure that accounts are treated in a fair and equitable manner. For the limited investment strategies offered by the Adviser as described in this Form ADV, order aggregation and allocation is generally not applicable. Account Errors and Resolutions Account errors, trade errors, and other operational risk events occasionally occur in connection with the Adviser’s management of funds and client accounts. The Adviser has developed policies and procedures that address the identification and correction of errors and generally require that errors caused by the Adviser and affecting a client's account be resolved promptly and fairly subject to the considerations set forth below. Errors can result from a variety of situations, including portfolio management (e.g., violation of investment restrictions), trading, processing or other functions (e.g., miscommunication of information, such as wrong number of shares, wrong price, wrong account, raising the order as a buy rather than a sell and vice versa). Determining whether an operational risk event is an error is done on a case-by-case basis and highly dependent on the unique facts and circumstances. The intent of the policies and procedures is to restore a client account to the appropriate financial position as determined in good faith by the Adviser based on what it considers reasonable in light of all relevant facts and circumstances surrounding the error. The Adviser makes its determinations pursuant to its error policies and

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Client Referrals and Other Compensation A. Economic Benefits Received from Third-Parties for Providing Services to Clients The Adviser does not receive economic benefits from someone who is not a client for providing investment advisory services to its clients. As discussed in Item 11.B, however, the Adviser derives ancillary benefits from providing investment advisory services to clients. For example, allocating assets of a multi-manager portfolio to an unaffiliated investment adviser or allocating the assets of a fund-of-funds to a fund advised by an unaffiliated investment adviser may help the Adviser or its Affiliates enhance their relationships with the unaffiliated investment adviser or its Affiliates, facilitate additional business development and enable the Adviser and its Affiliates to obtain additional business and generate additional revenue. For more information, see the JPMC Acting in Multiple Commercial Capacities section within Item 11.B. The Code of Ethics, the Code of Conduct and other related policies and procedures adopted by the Adviser restrict the receipt of personal benefits by employees of the Adviser or its Affiliates in connection with the Adviser's business. For more information, see Item 11.A, Code of Ethics and Personal Trading. B. Compensation to Non-Supervised Persons for Client Referrals The Adviser directly or indirectly compensates affiliated and unaffiliated referral agents for client referrals in accordance with applicable laws, including Rule 206(4)-1 under the Advisers Act, when applicable. The compensation generally consists of a cash payment that is computed either as a percentage of the Adviser's fees or as a percentage of the client's assets invested with the Adviser as a result of the referral. Such compensation is paid entirely out of the Adviser's own resources and therefore, does not result in any additional charges to the clients. When the Adviser compensates an unaffiliated referral agent, it does so pursuant to a written agreement, in accordance with Rule 206(4)-1. Additionally, the Adviser or its Affiliates also compensates JPMC employees for referring clients to the Adviser in accordance with applicable laws.

Disciplinary Information A. Criminal or Civil Proceedings The Adviser has no material civil or criminal actions to report. B. Administrative Proceedings Before Regulatory Authorities The Adviser has no material proceedings before regulatory authorities to report. C. Self-Regulatory Organization Proceedings The Adviser has no material SRO disciplinary proceedings to report.

Review of Accounts A. Frequency and Nature of Review of Client Accounts The Adviser periodically reviews client accounts utilizing product-specific review processes. Accordingly, account reviews may differ across various product groups. The Adviser's portfolio managers are generally responsible for the daily management and review of the accounts under their supervision. Each product group conducts reviews of its portfolio managers’ accounts. Such reviews examine compliance with clients’ investment objectives and account guidelines, account performance, and the Adviser's current investment processes and practices. An account review is conducted by a team which includes as applicable the portfolio managers and/or individuals from other appropriate functional areas. The information in this Brochure does not include all the specific review features associated with each investment strategy or applicable to a particular client account. Clients are urged to ask questions regarding the Adviser’s review process applicable to a particular strategy or investment product. B. Factors Prompting Review of Client Accounts Other than a Periodic Review In addition to periodic reviews, the Adviser may perform reviews as it deems appropriate or otherwise required. Additional reviews of client accounts may be triggered by client request, compliance monitoring, guideline monitoring, industry factors, market developments, statutory or regulatory changes, and any issues that may have been identified with respect to a client account. Events that trigger reviews of client accounts are generally directed to the attention of investment professionals covering relevant businesses and functions and business management. C. Content and Frequency of Account Reports to Clients The Adviser regularly provides written reports to clients that are tailored to the type of investments included in the client’s account. The Adviser regularly provides or makes available one or more of the following types of account reports (typically quarterly or annually):

A statement of assets including a description of each asset with cost and current market values;

A statement of transactions detailing account activity;

Performance reports; and

audited and unaudited financial statements which include a portfolio overview, investment vehicle summary, and schedule of investments.

Investors in pooled investment vehicles managed by the Adviser receive reports described in the offering or organizational document for the relevant vehicle or as required by law, rule, or regulation.

Custody The Adviser generally does not maintain physical custody of its clients’ 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, in certain circumstances the Adviser may be deemed to have custody of client assets. The Adviser is deemed to have custody of client assets in the following circumstances:

When the Adviser or a related person acts in any capacity that gives it legal ownership of, or access to, client assets, (e.g., when the Adviser serves as a general partner, managing member, or comparable position for certain pooled investment vehicles).

Clients in such private funds will receive the fund’s annual audited financial statements. Such clients should review these statements carefully. If clients in the private funds do not receive audited financial statements in a timely manner, they should contact the Adviser immediately.

When, with respect to certain SMAs, the Adviser or a related person directly or indirectly holds client funds or securities or has authority to obtain possession of them. The Adviser is deemed to have custody if it is authorized or permitted to withdraw client funds or securities maintained with a custodian upon its instruction to the custodian. Clients will receive account statements at least quarterly directly from their broker-dealer, bank or other qualified custodian. SMA clients may also receive a statement of assets from the Adviser. Clients are encouraged to compare the account statements that they receive from their qualified custodian with those that they receive from the Adviser. If clients do not receive statements at least quarterly and in a timely manner from their qualified custodian, they should contact JPMAM (UK) immediately.

Investment Discretion As described in Item 4.B, Description of Advisory Services, the Adviser provides both discretionary and nondiscretionary investment advisory services. For discretionary mandates, the Adviser and client execute an investment advisory agreement authorizing the Adviser to act on behalf of the client's account. Execution of such agreement authorizes the Adviser to supervise and direct the investment and reinvestment of assets in the client’s account on the client’s behalf and at the client’s risk. The scope of the Adviser’s discretionary authority is defined by the terms of its written agreement with each client, which may include certain limitations. These terms include objective and investment guidelines that the client establishes for the account. For JPMorgan Funds, the Adviser’s investment discretion may be limited by certain federal securities laws and tax laws that require diversification of investments and impose other limitations. For an additional discussion of risks related to the Adviser’s discretionary authority, please refer to Item 6, Performance-Based Fees and Side-by-Side Management.

Voting Client Securities A. Policies and Procedures Relating to Voting Client Securities For accounts where the client or an Affiliate has delegated proxy voting authority to the Adviser, the Adviser has adopted and implemented policies and procedures pursuant to Rule 206(4)-6 of the Advisers Act that are reasonably designed to ensure that it votes client securities in the best interest of each client, which procedures include how the Adviser addresses material conflicts of interest. To ensure that the proxies are voted in the best interest of each client and to address material conflicts of interest, the Adviser has adopted detailed guidelines for voting proxies on specific types of issues (the "Proxy Voting Guidelines"). The Proxy Voting Guidelines address proxy voting with respect to a wide variety of topics, including: shareholder voting rights, anti-takeover defenses, board structure, the election of directors, executive and director compensation, mergers and corporate restructuring, and social and environmental issues. Because the regulatory framework and the business cultures vary from region to region, the Proxy Voting Guidelines take into account such variations with separate Proxy Voting Guidelines covering the regions of (1) North America, (2) Europe, Middle East, Africa, Central America and South America, (3) Asia (ex Japan), and (4) Japan. The Proxy Voting Guidelines have been developed with input from portfolio managers and analysts and investment stewardship specialists (as applicable) and approved by the applicable proxy committee ("Proxy Committee", as defined

below) with the objective of encouraging corporate action that enhances shareholder value. The Proxy Voting Guidelines are proprietary to the Adviser and certain of its Affiliates and reflect their views on proxy matters as informed by their investment experience and research over many years of proxy voting. Certain guidelines are prescriptive ("Prescribed Guidelines") meaning they specify how the Adviser will vote a particular proxy proposal except where the Adviser, pursuant to its procedures, determines to vote in a manner contrary to its Prescribed Guidelines, which is also known as an "Override". Other guidelines contemplate voting on a case by case basis. Individual company facts and circumstances vary. In some cases, the Adviser may determine that, in the best interest of one or more of its clients, a particular proxy item should be voted in a manner that is not consistent with the Prescribed Guidelines. Clients may obtain a copy of the Adviser's Proxy Voting Guidelines by contacting their client service representative or financial adviser or by visiting the JPMorgan Funds website. Clients may obtain a copy of the Adviser's information about how the Adviser voted the client’s proxies by contacting their client service representative or financial adviser, or with respect to JPMorgan Funds, by visiting the JPMorgan Funds website. In limited circumstances, if agreed by the Adviser, clients in SMAs may direct the Adviser to vote the clients' proxies according to the clients' own policies or policies of a third party that are selected by the clients. In such circumstances, the Adviser provides administrative support but does not have voting discretion. The Adviser may not vote (and in some cases, may instead delegate the proxy voting process to a third party) proxies for which it has voting discretion in certain instances including, without limitation, when it identifies a material conflict of interest, when securities are out on loan and have not been recalled, in certain markets that have share blocking or other regulatory restrictions, when, based on the Adviser's assessment, approaching regulatory thresholds or other legal and regulatory considerations make the Adviser not voting advisable, when the proxy materials are not available in time for the Adviser to make a voting decision or cast a vote, or for certain non-U.S. securities positions if, in the Adviser’s judgement, the expense and administrative inconvenience or other burdens outweigh the benefits to clients of voting the securities. Proxy Administrator and Proxy Committee To oversee and monitor the proxy voting process, the Adviser has established a Proxy Committee and appointed a proxy administrator (the "Proxy Administrator") in each global location where proxies are voted. Each Proxy Committee is composed of members and invitees including a Proxy Administrator and senior officers from among the Investment, Legal, Compliance, and Risk Management Departments. The primary functions of each Proxy Committee include: (1) reviewing and approving the Proxy Voting Guidelines annually; (2) providing advice and recommendations on general proxy-voting matters including potential or material conflicts of interests escalated to it from time to time as well as on specific voting issues to be implemented by the Adviser; and (3) determining the independence of any third-party vendor to which it has delegated proxy voting responsibilities (such as, for example, delegation when the Adviser has identified a material conflict of interest) and to conclude that there are no conflicts of interest that would prevent such vendor from providing such proxy voting services prior to delegating proxy responsibilities. Mitigating Conflicts of Interests Material Conflicts of Interest Regulations under the Advisers Act require that the proxy-voting procedures adopted and implemented by a U.S. investment adviser include procedures that are reasonably designed to address material conflicts of interest that may arise between the investment adviser’s interests and those of its clients. In order to maintain the integrity and independence of the Adviser’s investment processes and decisions, including proxy-voting decisions, and to protect the Adviser's decisions from influences that could lead to a vote other than in a client's best interests, JPMC (including the Adviser) has adopted policies and procedures that address (i) the handling of conflicts, (ii) that establish information barriers and controls for safeguarding confidential information, and (iii) that restrict the use of MNPI. Material conflicts of interest are further managed by voting in accordance with the Adviser’s predetermined Prescribed Guidelines.

Given the breadth of the Adviser’s products and service offerings, it is not possible to enumerate every circumstance that could give rise to a material conflict. Examples of such conflicts of interest that could arise and be deemed material include, without limitation, circumstances in which:

Management of a client or prospective client, distributor or prospective distributor of its investment management products, or critical vendor, is soliciting proxies and failure to vote in favor of management may harm the Adviser’s relationship with such company;

A personal relationship between an officer of the Adviser and management of a company or other proponent of a proxy proposal could impact the Adviser’s voting decision;

The proxy being voted is for JPMC stock or for JPMorgan Affiliated Funds;

When an Affiliate of the Adviser is an investment banker, has rendered a fairness opinion, or is acting as an advisor on activism defense with respect to the matter that is the subject of the proxy vote;

Depending on the nature of the conflict, the Adviser may elect to take one or more of the following measures, or other appropriate action:

Removing certain Adviser personnel from the proxy voting process;

”Walling off” personnel with knowledge of the conflict to ensure that such personnel do not influence the relevant proxy vote;

Voting in accordance with the applicable Prescribed Guidelines, if any, if the application of the Proxy Guidelines would objectively result in the casting of a proxy vote in a predetermined manner; or

Delegating the vote to an independent third party, if any, that will vote in accordance with its own determination. However, the Adviser may request an exception to this process to vote against a proposal rather than referring it to an independent third party (“Exception Request”) where the Proxy Administrator has actual knowledge indicating that a JPMC affiliate is an investment banker, rendered a fairness opinion or where an Affiliate of the Adviser is acting as an advisor on activism defense with respect to the matter that is the subject of a proxy vote. The Proxy Committee shall review the Exception Request and shall determine whether the Adviser should vote against the proposal or whether such proxy vote should still be delegated to an Independent Voting Service due to the potential for additional conflicts or otherwise.

Potential Conflicts of Interest In the course of its proxy voting or engagement activities, the Adviser may identify potential conflicts of interest. To the extent that the Proxy Administrator determines that certain activities give rise to the potential for a material conflict of interest for a particular proxy vote, the Proxy Administrator shall escalate to the relevant Proxy Committee to determine if the matter gives rise to a material conflict of interest and if so, what actions should be taken. Sales and marketing professionals will be precluded from participating in the decision-making process. The resolution of all potential and actual material conflict issues will be documented in order to demonstrate that the Adviser acted in the best interests of its clients. Use of Independent Voting Services The Adviser may retain the services of independent voting service providers ("Independent Voting Service(s)") to assist with functions such as coordinating with custodians to ensure that all proxy materials are processed in a timely fashion, recordkeeping, providing certain conflicts of interest voting-related services, and administering voting instructions. The extent to which the Adviser may utilize Independent Voting Services varies by region, with oversight provided by the relevant Proxy Committee, provided that for all issuers, voting instructions will be administered by one or more Independent Voting Services. Where the Adviser makes a proxy voting decision for a client, it will not receive any voting recommendations based on an Independent Voting Service's own proxy voting guidelines.

With respect to non-U.S. issuers, in arriving at their voting decisions, the Adviser's designated investment professionals may review research provided by a third-party such as an Independent Voting Service; for U.S. issuers, in arriving at their voting decisions, the Adviser's designated investment professionals review only research generated through in-house capabilities. Use of Generative AI-Enabled Tool to Support Proxy Voting (the "Proxy Voting Tool") The Adviser will use the Proxy Voting Tool to support the U.S. proxy voting process by organizing, summarizing and presenting information, such as SEC filings, to facilitate analysis by personnel of the Adviser (and, where relevant, its AM Affiliates), who remain responsible for making all proxy voting decisions (other than those delegated to an Independent Voting Service). The Proxy Voting Tool presents Risks Associated With The Use Of AI Tools (as described in Item 8.B). B. No Authority to Vote Client Securities and Client Receipt of Proxies If a client chooses not to delegate proxy voting authority to the Adviser, the right to vote securities is retained by the client or other designated person. In such situations, the client will generally receive proxies or other solicitations directly from the custodian or transfer agent. The Adviser does not recommend or advise clients how to vote proxies, nor does it share with clients how it intends to vote proxies for clients for which it has proxy voting authority. Proxies for securities that are out on loan normally cannot be voted, as title passes to the borrower of the securities. For accounts where the client has delegated proxy voting authority to the Adviser, the Adviser is not responsible for recalling securities to vote proxies for securities that have been loaned from the client’s account unless the Adviser is directly involved in a client's securities lending arrangement because it is a party to the client's securities lending agreement and/or the Adviser makes the decision to loan the client's securities or unless expressly agreed with the client. Please note that the Adviser will not be deemed to be directly involved in a securities lending arrangement simply because an Affiliate of the Adviser serves as lending agent for a client.

Financial Information A. Balance Sheet Pursuant to SEC instructions, the Adviser is not required to include its balance sheet as part of this Brochure. B. Financial Conditions Likely to Impair Ability to Meet Contractual Commitments to Clients The Adviser is not subject to any financial condition that is reasonably likely to impair its ability to meet contractual commitments to clients. C. Bankruptcy Filings The Adviser has not been the subject of a bankruptcy petition at any time during the past ten years.

1940 Act Access Persons Adviser Advisers Act Affiliate

AI AI Tools Alternative Fund AM BHCA Brochure CFTC Code of Conduct

Code of Ethics

Covenant-lite

Key Terms : means the Investment Company Act of 1940, as amended. : means persons with access to non-public information regarding the Adviser's recommendations to clients, purchases, or sales of securities for client accounts and advised funds. : means JPMorgan Asset Management (UK) Limited : means the Investment Advisers Act of 1940, as amended. : means, with respect to any Person, any other Person that, directly or indirectly, controls, is under common control with, or is controlled by that Person. For purposes of this definition, “control” (including the terms “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct and cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise. : means artificial intelligence. : means programs and systems that utilize AI, machine learning, probabilistic modeling, and other data science technologies. : means an alternative investment vehicle and its investors. : means the Asset Management business of JPMAWM : means the Bank Holding Company Act of 1956. : means JPMAM (UK)'s Form ADV, Part 2A. : means the U.S. Commodity Futures Trading Commission : means the JPMC firm-wide policies and procedures that sets forth restrictions regarding confidential and proprietary information, information barriers, private investments, outside business activities and personal trading. : means the Code of the Ethics of JPMAM, which is designed to ensure that JPMAM (UK) employees comply with applicable federal securities laws and place the interests of clients first in conducting personal securities transactions. : means a loan agreement that has fewer covenants to protect the lender and fewer restrictions on the borrower regarding payment terms, income requirements and collateral.

CPO CTA

: means commodity pool operator. : means commodity trading advisor.

Dodd-Frank

: means the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended. : means electronic communication networks and alternative trading systems. : means Environmental, Social, and Governance factors. : means exchange-traded fund. : means a request from an investment professional(s) to the Proxy Administrator to vote against a proxy where the Proxy Administrator has actual knowledge indicating that an Affiliate is an investment banker or rendered a fairness opinion with respect to the matter that is the subject of a proxy vote rather than refer the vote to an independent third party. : means the U.S. Securities Exchange Act of 1934, as amended. : means futures commission merchant. : means the Board of Governors of the Federal Reserve System. : means the U.S. Financial Industry Regulatory Authority.

ECN ESG ETF Exception Request

Exchange Act FCM Federal Reserve FINRA

GSS Hedging Instruments

Independent Voting Service IPO JPMAM JPMAWM JPMC JPMCB JPMC Seed Capital JPMIM JPMorgan Affiliated Funds JPMorgan Funds JPMS LIBOR JPMAM (UK) Management Persons MiFID II MLP MNPI

Key Terms : means the Global Special Situations product group which manages certain alternative investment strategies for the Adviser's clients. : means forward, swap and option contracts or other financial instruments with similar characteristics, including, without limitation, forward foreign currency exchange contracts, currency and interest rate swaps, options and short sales. : means third-party independent voting service provider. : means initial public offering : means JPMorgan Asset Management, which is the marketing name for the investment management businesses of JPMorgan Chase & Co. : means J.P. Morgan Asset & Wealth Management : means JPMorgan Chase & Co., a publicly traded company, and its Affiliates worldwide. : means JPMorgan Chase Bank, N.A., an affiliated national banking association. : means when the Adviser or related persons provide initial funding necessary to establish a new fund. : means J.P. Morgan Investment Management Inc. : means mutual funds, exchange-traded funds, collective investment funds, and other pooled investment vehicles managed by the Adviser and/or its Affiliates. : means mutual funds or ETFs advised by the Adviser or its affiliates. : means J.P. Morgan Securities LLC. : means the London Interbank Offering Rate. : means JPMorgan Asset Management (UK) Limited. : means the Adviser's principal executive officers, directors and members of the Adviser's investment committee. : means the Markets in Financial Instrument Directive II. : means master limited partnership. : means material non-public information. MNPI is information not generally disseminated to the public that a reasonable investor would likely consider important in making an investment decision.

OECD

: means the Organization for Economic Cooperation and Development.

OTC Person

: means over-the-counter. : means, with respect to any Person, any other Person that, directly or indirectly, controls, is under common control with, or is controlled by that Person. For purposes of this definition, “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct and cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise. : means certain guidelines that specify how the Adviser will vote a particular proxy proposal. : means PricingDirect Inc., an approved pricing vendor and an affiliate of the Adviser. : means the professional for the applicable region who is responsible for oversight of the Adviser’s Guidelines and the proxy voting process including (along with the Investment Stewardship teams and portfolio management teams) responsibility for voting proxies as described in the Guidelines.

Prescribed Guidelines PricingDirect Proxy Administrator

Proxy Committee Proxy Voting Guidelines

RaaS REIT Sale Leaseback

Key Terms : means the committee for the applicable region that is responsible for oversight of the Adviser’s proxy voting process. : means the detailed guidelines for voting proxies on specific types of issues including: shareholder voting rights, anti-takeover defenses, board structure, the election of directors, executive and director compensation, mergers and corporate restructuring and social and environmental issues. : means Risk as a Service. : means real estate investment trust. : means an arrangement whereby a property owner enters into an agreement to sell a property to a buyer and then leases the property back from the buyer for a designated period.

SEC Section 16 Seed Investment

: means the United States Securities and Exchange Commission. : means Section 16 of the Securities Exchange Act of 1934. : One or more investments acquired by the Adviser or its related persons in respect of a closed-end fund or client account before the closing or funding date of such fund or account

SRO Supervised Persons

: means self-regulatory organization. : means any of the Adviser's officers, directors (or other persons occupying a similar status or performing similar functions), or employees, or any other person who provides investment advice on the Adviser's behalf and is subject to the Adviser's supervision or control. : means investment vehicles managed by advisers who are not affiliated with JPMAM (UK). : refers to § 619 (12 U.S.C. § 1851) of the Dodd–Frank Wall Street Reform and Consumer Protection Act.

Unaffiliated Funds Volcker Rule