instrumentality of such government). In
addition to equity securities issued by companies in developed countries, which will be the
Fund’s focus, the Fund may also invest in companies in emerging markets or developing countries, U.S. dollar-denominated securities issued by foreign entities, and American Depositary Receipts (“ADRs”) or Global
Depositary Receipts (“GDRs”), including unsponsored ADRs or GDRs. The Fund may also
invest a portion of its assets in securities of real estate investment trusts (“REITs”) that own and/or manage properties. From time to time, the Fund may also use derivatives, including futures, forward contracts and swaps
(including but not limited to total return swaps, some of which may be referred to as contracts
for difference), to manage short-term liquidity and/or as substitutes for comparable market positions in the securities in the applicable Indexes (as defined below). For purposes of this 80% investment policy, the Fund will treat
an investment in derivatives as an investment in the securities underlying such derivatives and
will value such derivatives at market value.
The Fund will provide shareholders with at least 60 days’ prior notice of any change to its 80%
investment policy.
The Fund is classified as a “non-diversified” fund under the Investment Company Act of 1940, as
amended. A non-diversified fund is permitted (but is not required) to invest a higher percentage
of its assets in the securities of fewer issuers.
The Fund will likely engage in active and frequent trading. The frequency
with which the Fund buys and sells securities will vary from year to year, depending on market conditions.
J.P. Morgan Private Investments Inc., the Fund’s investment adviser (“JPMPI” or the
“Adviser”), primarily seeks to achieve the Fund’s investment objective by actively allocating and reallocating the Fund’s assets among equity securities (or other instruments with economic characteristics similar
to equity securities) in various non-U.S. sectors or subsectors, or geographical regions (such
as, by way of example only, companies in the European financial sector) that the Adviser believes provide attractive investment opportunities at that time. In doing so, the Adviser is not limited to any specific
sectors and may choose to allocate and reallocate the Fund’s assets among any sectors or
sub-sectors the Adviser chooses at the time. In order to implement its allocation decisions, the
Adviser selects various publicly available equity indexes (such as an index of the European
companies), or specific portions (sub-indexes) of such an index (such as the financial sector
within the larger index) (together, the “Indexes”), that represent the sectors to which the Adviser desires to allocate the Fund’s assets. Generally, an Index will represent a certain industry, geographic
region or other sector component of a publicly available non- U.S. equity index.
Once the Adviser has selected the desired Indexes, it determines
how much of the Fund’s assets to allocate or reallocate to each Index and instructs the
Fund’s current sub-adviser, BlackRock Investment Management, LLC (the “Sub-Adviser” or “BlackRock”), to invest the allocated assets in a manner that seeks to replicate the investment
performance of the respective Indexes. We refer to an allocation of the Fund’s assets to a
specific Index as an “indexed investment strategy.” As discussed in more detail
below, BlackRock then seeks to manage each indexed investment strategy in a manner that will replicate the investment performance of the respective Index. The Adviser, depending on its investment views, may regularly
allocate and reallocate the Fund’s assets among different or new indexed
investment strategies and may cease
allocating to existing indexed investment strategies. The Fund’s assets may be allocated to
multiple indexed investment strategies at any time.
In addition to allocating and reallocating the Fund’s assets among
one or more indexed investment strategies, the Adviser may also select securities of specific individual companies for the Fund to purchase or sell on an ongoing basis and the amount of the Fund’s assets to allocate to such
securities. We refer collectively to the securities selected by the Adviser in this manner as the
“Custom International Equity Sleeve.” When the Adviser makes individual security selections in this manner for the Custom International Equity Sleeve, the securities will be publicly traded non-U.S. equity securities and
the securities may represent a variety of non-U.S. sectors, sub-sectors, industries or
geographical regions. These individual securities in the Custom International Equity Sleeve will be selected by the Adviser based on its investment analysis in order to assist with portfolio construction, risk management,
liquidity considerations or a combination thereof. For example, the Adviser may determine to
invest in a specific security within a broader Index, if it believes doing so would be preferable from an investment perspective to investing in all of the companies within that Index. In order to implement these
individual security selections within the Custom International Equity Sleeve, the Adviser then
directs the Sub- Adviser to invest a specified allocation of the Fund’s assets so as to replicate the investment performance of the identified securities within the Custom International Equity Sleeve. Currently,
under normal market conditions, the Custom International Equity Sleeve is not expected to
constitute more than 45% of the Fund’s total assets. The Adviser is not obligated to select individual securities or to maintain a Custom International Equity Sleeve and may allocate the Fund’s assets solely among indexed
investment strategies.
In allocating the assets of the Fund among indexed investment strategies, or selecting individual securities
within the Custom International Equity Sleeve, the Adviser generally makes investment decisions
based on a combination of financial analysis of individual companies, industries, sectors and geographies, such as financial modeling and individual company research. The Adviser also incorporates into its investment
process macro-economic considerations, factors and trends, as well as analysis of risk,
liquidity, potential for tracking error and other portfolio construction factors. The Adviser may, in its discretion, add to, delete from or modify the categories of indexed investment strategies employed by the Fund at any time or the
securities within the Custom International Equity Sleeve, or add other investment strategies,
including active strategies, managed by one or more sub-advisers at any time. As described in the box below, in making allocations among the indexed investment strategies and the Custom International Equity
Sleeve, and/or in changing the categories of indexed investment strategies and other investment
strategies employed by the Fund, the Adviser also expects to take into account the investment goals of the broader investment programs administered by the Adviser or its affiliates, for whose use the Fund is
exclusively designed. As such, the Fund may perform differently from a similar fund that is
managed without regard to such broader investment programs.