J.P. MORGAN SECURITIES PLC

Description of Firm and Advisory Services

JPMS is a wholly owned subsidiary of JPMorgan Chase & Co. (JPMC), a publicly held financial services holding company. JPMC and its affiliates (together, J.P. Morgan) are engaged in a large number of financial businesses worldwide, including banking, asset management, securities brokerage, and investment advisory services. JPMS is registered as a broker-dealer and investment adviser with the SEC and is a member of the Financial Industry Regulatory Authority (FINRA). JPMS’ investment advisory services include sponsoring a variety of wrap fee programs and providing certain consulting services to defined contribution plan sponsors. You can obtain brochures for the other programs by contacting us at (800) 392-5749. JPMS offers investment advisory services through several separate channels. Similar wrap-fee programs that offer the same and similar investment strategies are offered in the different sales channels and at different fee levels with different features and with different execution experiences. The Liquidity Management Strategy is available in a different sales channel at a lower fee. The wrap fee clients pay for investment advisory services will vary depending on the investment advisory program clients select. Information about other wrap fee programs sponsored by JPMS are contained in separate brochures, which can be obtained upon request from your IAR or at the SEC’s website at adviserinfo.sec.gov. JPMS also maintains a separate website, available at chase.com/managedaccount-disclosures, that contains the wrap fee Program brochure for the Program and other important disclosures as well as the advisory brochures for J.P. Morgan Private Investments Inc. (JPMPI), J.P. Morgan Investment Management Inc. (JPMIM) and J.P. Morgan Wealth Management Solutions Inc. (WMS). This Brochure provides information about JPMS and the J.P. Morgan Managed Investment Services Program, an investment advisory program sponsored by JPMS and offered through IARs. The Program is currently offered on a limited basis as part of a pilot, and availability may vary. As a result, not all IARs can access the Program. JPMS has retained certain of its affiliates, including WMS, JPMPI, JPMIM and J.P. Morgan Chase Bank, N.A. (JPMCB), to provide services on a delegated basis in connection with the Program, as described below. Many of the tools and analytics that are used to support services provided through JPMS advisory programs are also available through JPMS without enrolling in an advisory program and paying a fee. Furthermore, you could purchase these services separately from JPMS. However, while you can obtain similar products and services from JPMS without enrolling in an advisory program, you would not receive the same discretionary or nondiscretionary account services offered through the advisory programs, the mutual fund share classes available to you will generally be more

INVESTMENT AND INSURANCE PRODUCTS ARE: • NOT FDIC INSURED • NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY • NOT A DEPOSIT OR OTHER OBLIGATION OF, OR GUARANTEED BY, JPMORGAN CHASE BANK, N.A. OR ANY OF ITS AFFILIATES • SUBJECT TO INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED

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expensive, and you would generally not be able to obtain the same combination of financial planning and investment advisory services. The overall cost of purchasing the products and services separately will most likely differ from each advisory program’s advisory fees. Clients should consider the value of these advisory services when making such comparisons. J.P. Morgan Personal Advisors: JPMS sponsors the J.P. Morgan Personal Advisors program that is not described in this Brochure. It offers investment strategies that are similar to investment strategies available in the Program Accounts, at lower fees and features including financial planning, not available in the Program Accounts. J.P. Morgan Personal Advisors is offered through JPMS Financial Advisors. It does not provide the same level of services and does not offer the same range of investment strategies, options, or customization available in Program Accounts. B.

Program Description and Services

The Program is a managed account program that provides clients, working with their IAR, access to select investment solutions to help meet their investment goals. These investment solutions include investment advice from affiliated and unaffiliated investment managers that provide model portfolios to JPMS to implement (Model Portfolios) of investments and respective weightings designed to pursue a particular strategy (Model Managers) and separately managed account (SMA) investment managers that are delegated investment discretion to manage client advisory accounts assets (Portfolio Managers). Portfolio Managers include multimanager portfolios managed by JPMPI that seek to invest in one or more Funds (as defined below) and/or in individual securities following one or more Model Portfolios that may be provided by affiliated and/or unaffiliated Model Managers (the “Multi-Manager Strategies”). You can also select an asset allocation model customized to align with your risk profile (Allocation Models). Investment portfolios can combine Portfolio Managers and Model Managers as well as mutual funds and exchange traded funds (ETFs). In this Brochure, we refer to: mutual funds that hold more non-traditional investments and employ more complex strategies than traditional mutual funds as “Liquid Alternative Funds;” mutual funds, ETFs, and Liquid Alternative Funds collectively as “Funds;” a single- or multi-asset class investment strategy(ies) as “Investment Strategy(ies)”; the Funds managed by affiliates of JPMS (currently, the affiliates that sponsor or manage J.P. Morgan Funds include JPMPI and JPMIM) as “J.P. Morgan Funds;” Funds managed by third parties as “non-J.P. Morgan Funds;” and affiliated or unaffiliated investment advisers that provide discretionary investment management in SMAs, and brokerage and reporting services in connection with the Accounts, as “Portfolio Managers” (JPMIM and JPMPI, affiliates of JPMS, each act separately as a Portfolio Manager in the Program, as described below). Clients invest in the Program by establishing one or more Program accounts (each, an Account). Working with your IAR, you will select the investment solution or target asset allocation for the Account, as appropriate to your Account objective, risk tolerance, liquidity needs, and time horizon, choosing from available JPMS-approved investment solutions. When working with your IAR, you can opt to give full investment discretion to JPMS and its affiliates or a third party through a single- or multi-asset Account, or you can retain investment discretion while receiving ongoing advice and guidance from your IAR in your Account, as described below. JPMS delegates some or all of its investment advisory discretionary authority and functions to its affiliates, including WMS and JPMPI, as well as to third-party managers. JPMS Services JPMS will assist clients in determining the suitability of the Program and defining their investment objectives and selecting a suitable investment strategy (Investment Strategies, and each, an Investment Strategy). Once a client has approved a particular Investment Strategy recommended in their Investment Proposal (as defined below), WMS will implement the

recommended Investment Strategy, taking into account any reasonable investment restrictions. JPMS does not make any investment decisions about the purchase and sale of underlying Funds or specific securities in an SMA or a Manager Model. JPMS will initiate the steps necessary, including receipt of assets to open a client’s Account, and will be available to receive contribution and withdrawal instructions. JPMS will communicate to the Portfolio Manager and/or WMS changes in a client’s financial situation or investment objectives. JPMS is authorized to direct the investment of dividends, interest and other income received into the Account in accordance with a client’s Investment Strategy. Sub-Advisory Services JPMS has retained an affiliate, JPMPI, to provide both discretionary and non-discretionary sub-advisory services for the Program (the SubAdviser). JPMPI, as a discretionary sub-adviser for Managed Accounts, determines strategic and tactical asset allocations, is responsible for security selection (i.e., selects the Funds and Portfolio Managers and Model Managers for investment) and determines portfolio construction using its research. JPMPI, as a non-discretionary sub-adviser for Guided Accounts, makes recommendations regarding allocation guidelines and risk parameters for each Guided Account Model. Implementation and Overlay Management Services JPMS has retained an affiliate, WMS, to provide various implementation and overlay management services in the Program. WMS provides the following portfolio coordination services (as applicable) with respect to clients' Accounts enrolled in the Program: (i) continuously monitoring Account holdings; (ii) rebalancing Accounts; (iii) implementing client instructions to purchase, hold, or sell securities; (iv) implementing reasonable restrictions requested by clients and accepted for the Program Accounts; and (v) implementing certain tax harvesting and tax transition services. WMS also implements investment instructions furnished to JPMS by Model Managers and certain Portfolio Managers with respect to the securities to be purchased, held or sold for clients' Accounts. WMS exercises limited investment discretion, in that it does not generally use its investment discretion in the selection of the individual securities but rather defers to the applicable manager of the Investment Strategy. Investment Strategies generally provide for a minimum percentage of the Account to be held in cash. If, due to withdrawals, fees or otherwise, the value of the cash allocation becomes a debit, JPMS or its affiliates will sell sufficient shares in the Fund(s) or securities within the Investment Strategy at the direction of the Portfolio Manager, or in the case of Allocation Models, that is then most over-weighted based on actual dollar value to clear the debit and replenish the cash allocation to the designated target percentage required by a client’s Allocation Model. WMS monitors the Program Accounts relative to established guidelines, and strategies are managed, rebalanced, and adjusted as appropriate given your investment objectives. Tax Harvesting As part of its investment management services for taxable Accounts, WMS has the ability to sell certain investments at a loss in an effort to potentially offset or defer a client’s tax liability (Tax Harvesting) at its discretion, unless the client specifically elects to opt out of Tax Harvesting on their Account. While utilizing Tax Harvesting, an Account’s holdings can differ from those Accounts that do not utilize Tax Harvesting, and, therefore, its performance will likely differ. There is no guarantee that Tax Harvesting will perform as expected or that specific benefits will be obtained for any particular client. Accounts will be evaluated for Tax Harvesting; however, if losses do not meet thresholds, or if appropriate substitutes are not available, Tax Harvesting will not be taken even if losses are in the Account. WMS will prioritize Tax Harvesting subject to other activity (tactical trades, rebalancing, etc.). The implementation of Tax Harvesting may have an Page 2 of 34

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Clients generally include individuals investing through taxable Accounts and retirement Accounts with a U.S. address. Clients whose Account address becomes a non-U.S. address will generally have their Account terminated from the Program. JPMS offers the Program to individuals, trusts, estates, charitable organizations, corporations, and other business entities with U.S. addresses. Depending on the strategy, the Program is available to retirement accounts subject to Employee Retirement Income Security Act of 1974, as amended (ERISA) and the Code and the corresponding Treasury regulations (the Code). Except for Guided Accounts, the Program is not intended for investors who seek to maintain control over trading in their Account, who have a shortterm time horizon (or expect ongoing and significant withdrawals), or who Page 11 of 34

expect or desire to maintain consistently high levels of cash or money market funds. A.

Program Minimum

JPMS has established account minimum requirements for client Accounts, which vary based on the investment strategy. Minimums are subject to waiver or reduction in JPMS’ discretion and are waived for certain client Accounts on occasion. If Program or Account assets fall below the initial minimums, JPMS can terminate Program participation and close Accounts at its discretion. To open or maintain an Account, clients are required to enter into a Client Agreement with JPMS that stipulates the terms under which JPMS (and other investment advisers to which it delegates investment discretion) are authorized to act on behalf of the client to manage the assets listed in the Client Agreement. The investment, sale or withdrawal of funds or securities from Accounts will be effected as soon as practicable subject to market conditions and other factors. Under normal market conditions, it can take 2-4 business days to process the investment (whether initial investments or additions), sale or withdrawal of funds in Accounts; however, timeframes can be longer due to market conditions and other factors. Managed Account. Participation in a Managed Account generally requires a minimum $10,000 investment. The minimum investment can be higher if the client selects a Portfolio Manager or Model Manager strategy, or a strategy with liquid alternatives or services that require a higher minimum. Accounts that fall below the minimum investment for the Investment Strategy as a result of client withdrawals will be subject to possible termination. Guided Account. Participation in a Guided Account generally requires a minimum $50,000 investment. The minimum investment can be higher if the client selects a Portfolio Manager or Model Manager strategy. Guided Accounts investing in fixed income Portfolio Managers are subject to a minimum of $2,000,000. Tax Harvesting. Participation in WMS Tax Harvesting generally requires a minimum $50,000 investment for both Managed Accounts and Guided Accounts. A client can enroll in Tax Harvesting when the Account is below the minimum, but Tax Harvesting will not start until the minimum is met and parameters set. Tax Transition Services. Participation in WMS tax transition services generally requires a minimum $250,000 investment for both taxable Managed Accounts and taxable Guided Accounts. The US Endowments & Foundations investment strategy has a minimum investment of $1,000,000. B.

Cash Balances in Program Accounts

A portion of Program Accounts will be held in cash, cash equivalents, or money market funds as part of the overall investment strategy for the Account and funds awaiting withdrawal by the client. Cash and cash equivalents, including money market funds, are subject to the Advisory Fee. For additional information, refer to “Cash Allocations and the Sweep Feature” in Item 4. Cash raised for withdrawal will be charged both an Advisory Fee and an applicable Model Manager or Portfolio Manager Fee until the cash is removed from the Account. Cash that is not removed from an Account in a timely manner will be reinvested pursuant to the selected asset allocation or Investment Strategy.

Personnel of JPMS, its affiliates and Portfolio Managers who are knowledgeable about the management of client Accounts are available for client consultation upon reasonable request. IARS can assist clients in contacting such personnel. For Guided Accounts, clients can select Funds for their Accounts. Clients will generally have no contact with the investment advisers of the Funds. JPMS personnel knowledgeable about the management of the Guided Accounts are available for client consultation upon reasonable request. IARs can assist clients in contacting such personnel.

JPMS provides to Overlay, Implementation and Portfolio Managers a summary of client information relevant to Overlay, Implementation and Portfolio Managers’ services to the client, including the client’s name, address, Account number, Social Security number, or taxpayer identification number, whether the Account is taxable or non-taxable, the client’s selected Investment Strategy (or Strategies), investment restrictions requested by the client, and the amount to be invested. The information provided to the Overlay, the Implementation and the Portfolio Managers is updated if it becomes materially incorrect, such as in the event that the client changes the investment restrictions.

3)

On January 9, 2020, JPMS entered into a settlement with the SEC resulting in the SEC issuing an administrative order (the 2020 Order). JPMS consented to the entry of the 2020 Order, which found that JPMS violated Section 17(a)(2) and 17(a)(3) of the Securities Act of 1933. The 2020 Order found that JPMS negligently omitted to state from at least January 2010 through December 2015 that (a) it received greater compensation from eligible customers’ purchases of more expensive mutual fund share classes, resulting in eligible customers not having sufficient information to understand that JPMS had a conflict of interest from sales of the more expensive share classes; and (b) the purchase of the more expensive share classes, when the customers were otherwise eligible for less expensive share classes, would negatively impact the overall return on the eligible customers’ investments, in light of the different fee structures for the different fund share classes. The 2020 Order also found that JPMS did not have adequate systems and controls in place to determine whether eligible customers were eligible to purchase the less expensive share classes. Solely for the purpose of settling this proceeding, JPMS consented to the 2020 Order, without admitting or denying the findings set forth in the 2020 Order. The 2020 Order censured JPMS and directed JPMS to cease-and-desist from committing or causing any violations and any future violations of Securities Act Sections 17(a)(2) and 17(a)(3). Additionally, the 2020 Order required JPMS to pay a total of $1,822,438 in disgorgement, pre-judgment interest, and civil penalty.

4)

On March 9, 2020, JPMS entered into an agreed order (the March 2020 Order) with the Kentucky Department of Financial Institutions (KDFI). JPMS consented to the entry of the March 2020 Order that alleged that JPMS failed to disclose conflicts of interest arising from preferences for J.P. Morgan Funds, in violation of KRS 292.320 and 808 KAR 10:450§2(8)(c) and (11)(a). Specifically, the March 2020 Order alleged that, between 2008 and 2013, JPMS failed to disclose to Kentucky investors that (i) CSP was designed and operated with a preference for J.P. Morgan Funds; (ii) there was an economic incentive to invest CSP assets in J.P. Morgan Funds as a result of discounted pricing for services provided to JPMS for CSP by a JPMS affiliate; and (iii) until November 2013, JPMS failed to disclose to CSP clients the availability of certain less expensive J.P. Morgan Fund share classes. Solely for the purpose of settling these proceedings, JPMS consented to the March 2020 Order, with no admissions as to liability. JPMS agreed to pay a total of $325,000 to resolve the KDFI investigation.

5)

In September 2020, JPMS, together with JPMC and JPMCB (collectively, J.P. Morgan) agreed to an administrative resolution with the CFTC for violations of the CEA and CFTC regulations related to manipulation, attempted manipulation, and spoofing, as well as a charge against JPMS for failure to supervise. As described in the CFTC’s Order, from at least 2008 through 2016, former J.P. Morgan traders placed hundreds of thousands of spoof orders of precious metals futures and U.S. treasuries (UST) futures on exchanges, and, on occasion, engaged in manipulation related to precious metals barrier options. The CFTC Order further states that JPMS failed to identify, adequately investigate, and put a stop to misconduct, despite red flags, including internal surveillance alerts, inquiries from CME and the CFTC, and internal allegations of misconduct. J.P. Morgan consented to the entry of the CFTC Order without admitting or denying

Methods of Analysis, Investment Strategies and Risk of Loss Set forth below is a general description of the primary methods of analysis that are utilized for the Program. This description is not intended to serve as a Fund, Model Manager, Portfolio Manager or Account guidelines. In connection with investments in a Fund or other securities through a Model

Manager or Portfolio Manager, this description is qualified in its entirety by the information included in any applicable Fund’s prospectus or other relevant offering documentation and the Adviser’s, Portfolio Manager’s, or Model Manager’s Form ADV Part 2A disclosure brochure. The Form ADV Part 2A disclosure brochure for each Model Manager or Portfolio Manager selected for a client’s Program Account is available at the SEC’s website at adviserinfo.sec.gov. JPMS and the manager solutions team of JPMPI or any of its affiliates are not responsible for the performance of any Fund, Portfolio Manager, or Model Manager (including any J.P. Morgan Fund or affiliated Portfolio Manager or Model Manager), or its compliance with its prospectus, disclosures, laws or regulations or for other matters within the Fund, Portfolio Manager or Model Manager’s control. Each Fund or Portfolio Manager’s adviser is solely responsible for the management of the Fund or the SMA. JPMS, and the manager solutions team of JPMPI or any of its affiliates cannot ensure that a given Model, Portfolio Manager, or Investment Strategy’s investment objective will be attained. JPMPI Sub-Advisory Responsibilities in the Program In Managed, JPMPI, as a discretionary sub-adviser for Core Solutions, determines strategic and tactical asset allocations, is responsible for security selection (i.e., selects the Funds, Model Managers and Portfolio Managers for investment) and determines portfolio construction using its research. JPMPI from time to time closes investment strategies to new investments. JPMS oversees the selections and remains responsible for overseeing JPMPI’s performance. In Guided, JPMPI, as a non-discretionary sub-adviser, provides recommendations to JPMS regarding allocation guidelines and risk parameters for the asset allocation models (“Guided Account Models”) and recommends the Funds and SMA/Model Managers available through the Program using its research. JPMPI does not manage Guided Account assets on a discretionary basis. Instead, each client directs the investment of their Guided Account assets across each selected asset class into one or more Funds, Model Managers or Portfolio Manager. Each asset class in a Guided Account Model has a specified allocation range and the client designates the specific asset allocation percentage desired for each asset class. JPMPI’s Discretionary Investment Process JPMS establishes investment objectives, guidelines and policy, designates sub-adviser(s) when appropriate and is responsible for oversight of the sub-adviser(s). JPMPI determines strategic asset allocation and tactical asset allocation for the investment strategies. In addition, JPMPI selects the Funds, Model Managers and Portfolio Manager, as applicable, available through the Program using its research. JPMS (not JPMPI) is responsible for determining whether an investment strategy is suitable for a particular client. There are operational considerations, such as Fund concentration and capacity issues, that can result in the timing or implementation of trades for a client’s Account differing from that of another client or group of clients of JPMS or its affiliates. An internal governance committee provides ongoing oversight of Core Solutions to review compliance with certain guidelines. Refer to “Use of J.P. Morgan Funds and Potential Conflicts of Interest” below for important information on the use of J.P. Morgan Funds. JPMPI Asset Allocation Process JPMPI is responsible for establishing and updating the overall strategic asset allocations for Investment Strategies, as well as tactical asset allocation. This process includes an internal committee. These asset allocations generally are the overall basis for the process described below. The JPMPI personnel who perform these functions are shared with JPMCB and perform substantially similar services for other clients. JPMPI periodically reviews the asset allocation and performance of the Investment Strategies with JPMS. In Guided, after the effective date of any changes to the target asset allocation or approved asset allocation ranges for a Model, JPMS notifies affected clients of the changes and whether clients need to rebalance to the updated asset allocation to continue the Program Account. Page 12 of 34

Research Process

JPMPI Initial Fund and Investment Strategy Review and Approval

JPMS and WMS use research provided by the manager solutions team of JPMPI or any of its affiliates to research, select and monitor the Funds, SMA/Models, and investment strategies available for use in the Program.

The internal governance committee considers the formal presentation from the manager solutions and operational due diligence teams of JPMPI and its affiliates and approves or rejects new Funds, Model Managers and Portfolio Managers, as applicable, to be made available for JPMPI’s use in the Program. The internal governance committee review and approval process is generally the same for J.P. Morgan and non–J.P. Morgan managed investment strategies.

The manager solutions team of JPMPI or any of its affiliates is comprised of employees of JPMCB and other affiliates. Specialists on the manager solutions team of JPMPI or any of its affiliates are supervised persons of JPMPI. The manager solutions team of JPMPI or any of its affiliates conducts due diligence of the Funds, Models and Investment Strategies that are available for use in the Program and is responsible for researching and selecting Funds and Model Managers as well as for subjecting them to a review process. The due diligence process is designed to subject both J.P. Morgan and non-J.P. Morgan Investment Strategies to the same process; however, the manager solutions team of JPMPI or any of its affiliates applies its discretion and is not required to apply all factors equally to each Fund in the search universe. J.P. Morgan maintains certain capacity limitations on investment positions in non-J.P. Morgan Funds due to liquidity concerns, regulatory requirements, and related internal policies. In circumstances where these limitations mean that WMS would not be able to invest all desired client assets in a particular non-J.P. Morgan Fund, the manager solutions team of JPMPI or any of its affiliates will likely recommend a J.P. Morgan Fund. The manager solutions team of JPMPI or any of its affiliates will begin the search process by defining an applicable universe of managed strategies, which typically will include J.P. Morgan managed strategies when there is one in the desired asset class. The manager solutions team of JPMPI or any of its affiliates utilizes both quantitative and qualitative assessments during its initial review process. The manager solutions team then recommends particular Funds and Model Managers to an internal governance committee, which is responsible for approving or rejecting them. The manager solutions team of JPMPI or any of its affiliates is also responsible for monitoring and re-evaluating approved Funds and Model Managers as part of its ongoing review process. Refer to JPMPI ADV Part 2A for a detailed explanation of the research and due diligence process. Centralized Due Diligence The manager solutions and operational due diligence teams of JPMPI or any of its affiliates utilize different types of research on Funds, Model Managers and Portfolio Managers. A due diligence review is performed on Funds, Model Managers and Portfolio Managers identified through both the Qualitative Research Process and Systematic Research Process. In the Qualitative Research Process, the manager solutions team of JPMPI or any of its affiliates conducts a qualitative analysis of Funds, Model Managers and Portfolio Managers on an ongoing basis. For the “Systematic Research Process,” Funds, Model Managers and Portfolio Managers are evaluated using an internally developed quantitative screening process on an ongoing basis. This evaluation reviews the portfolio manager’s organization, investment process, investment philosophy, and performance using only quantitative criteria. The team reviews the Portfolio Manager’s and Model Manager’s organization, investment process, investment philosophy, and performance. As part of the due diligence process, the manager solutions team of JPMPI or its affiliates applies an eligibility framework that establishes a sustainable investing minimum criteria for determining the universe of strategies offered to clients. Strategies that satisfy the sustainable investing eligibility criteria also are subject to the same due diligence and performance review process as all other strategies. Accordingly, these strategies can be selected by J.P. Morgan, in its discretion and as appropriate, for inclusion in any client portfolio. Funds, Model Managers and Portfolio Managers may be removed from (or no longer be eligible for purchase in) the applicable J.P. Morgan advisory programs if they do not continue to meet these criteria.

Refer to the JPMPI ADV Part 2A for further information on the initial fund and investment strategy review and approval process. Portfolio Construction In Core Solutions, from the pool of strategies available in the Program, JPMPI selects the combination of Funds and/or Portfolio Managers or Model Managers that, in its view, fit each Model or Investment Strategy’s asset allocation goals and investment objectives. In making portfolio construction decisions, the Sub-Adviser will consider and is permitted to prefer J.P. Morgan Funds, including the Six Circles Funds, and affiliated Model Managers and Portfolio Managers. The Sub-Adviser is also more likely to select a J.P. Morgan Fund in circumstances where it would not be able to invest all desired client assets in a particular non-J.P. Morgan Fund due to capacity limitations as described under “Research Process” above. Refer to “Important Information About Your Investments and Potential Conflicts of Interest” below for more information on the use of J.P. Morgan Funds. Guided Account clients select one or more available Funds, Model Managers, or Portfolio Managers in each asset class for their Accounts in the selected asset allocation model. Portfolio Implementation WMS provides portfolio implementation services for each individual client’s Account, except for Portfolio Manager trades other than JPMPI. Ongoing Review of Approved Funds and Investment Strategies An internal governance committee is responsible for the decisions to maintain Funds and Portfolio Manager or Model Managers, as applicable, as approved and available for the Program. This committee considers analysis and recommendations from the manager solutions and operational due diligence teams. From time to time, this internal governance committee may place them on probation or terminate them as part of its ongoing monitoring and oversight responsibilities. The internal governance committee review process is generally the same for J.P. Morgan and non–J.P. Morgan Investment Strategies, as further described under “Research Process” above. If a Fund or Portfolio Manager or Model Manager that is in the Program is placed on probation during the probation period, the manager solutions and operational due diligence teams will continue to review the Fund or Portfolio Manager or Model Manager. In addition, JPMPI may be limited from making additional purchases of a Fund due to capacity considerations. Termination and Replacement of Investment Strategies in Core Solutions Generally, a Fund, Portfolio Manager or Model Manager that is terminated will be sold in a client Account, and the Sub-Adviser will not direct new purchases of that Fund, Portfolio Manager or Model Manager. If the Sub-Adviser removes a Fund, Portfolio Manager or Model Manager from the Program, the assets held in client Accounts will be sold and replaced with another Fund, Portfolio Manager or Model Manager that is approved for use in the Program without notice to clients. When evaluating a replacement Fund, Portfolio Manager or Model Manager, the Sub-Adviser is expected to consider the same factors described above. If a Fund, Portfolio Manager or Model Manager is terminated, the SubAdviser will determine whether to re-invest Program Account assets in a replacement Fund, Portfolio Manager, or Model Manager, and the SubAdviser will determine the specific Fund, Portfolio Manager, or Model Manager in which to re-invest the assets, using the factors described above. Page 13 of 34

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JPMS has been involved in the following material legal or disciplinary events during the last ten years. 1)

2)

On or about July 28, 2016, JPMS and JPMCB entered into a Consent Agreement (Agreement) with the Indiana Securities Division (ISD). The Respondents consented to the entry of the Agreement that alleged that certain conduct of the Respondents was outside the standards of honesty and ethics generally accepted in the securities trade and industry, in violation of 710 Ind. Admin. Code§ 4-10-1(23) (2016). Specifically, the Agreement alleged that, between 2008 and 2013, JPMS failed to disclose to Indiana investors that certain proprietary mutual funds purchased for CSP clients offered institutional shares that were less expensive than the institutional shares JPMS chose for CSP clients. In addition, the Agreement alleged that, from February 2011 to January 2014, no account opening document or marketing materials disclosed to Indiana investment management account clients or Indiana J.P. Morgan Investment Portfolio clients that JPMCB preferred to invest client assets in proprietary mutual funds, and that between 2008 and January 2014, JPMCB did not disclose its preference for investing certain investment management account assets in certain proprietary hedge funds to Indiana clients. Lastly, the Agreement alleged that, JPMCB did not disclose its preference for placement-agent-fee-paying third-party hedge fund managers in certain investment management accounts to Indiana clients until August 2015. Solely for the purpose of settling these proceedings, the Respondents consented to the Agreement, with no admissions as to liability. In the Agreement, the Respondents agreed to pay a total of $950,000 to resolve the ISD’s investigation, which was paid on August 1, 2016. In October 2018, JPMS submitted an AWC to FINRA pursuant to which JPMS was censured and required to certify in writing to FINRA that it had engaged in a risk-based review of Chase Wealth Management (CWM) client-facing third-party vendors, that it had corrected any issues detected, and that JPMS had established and implemented systems and policies and procedures (written or otherwise) reasonably designed to achieve compliance with applicable FINRA and NASD rules. JPMS had discovered and self-reported to FINRA that a vendor responsible for the automated realignment of portfolio assets

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the findings contained therein, except to the extent that admissions were made in the related resolutions, described below, with the United States Department of Justice, Criminal Division, Fraud Section, and the United States Attorney’s Office for the District of Connecticut (together, DOJ) and the SEC. JPMS also agreed to an administrative resolution with the SEC for violations of Section 17(a)(3) of the Securities Act of 1933. Pursuant to the SEC Order, JPMS admitted to hundreds of manipulative trading events involving spoofing by certain former J.P. Morgan traders in the UST cash securities secondary market between April 2015 and January 2016. JPMC separately entered into a deferred prosecution agreement (DPA) with DOJ with respect to a criminal information, charging JPMC with two counts of wire fraud (the Information) related to the same conduct underlying the CFTC and SEC Orders. JPMS and JPMCB also agreed to certain terms and obligations of the DPA. J.P. Morgan admitted, accepted, and acknowledged responsibility for the acts of its officers, directors, employees, and agents as described in the Information and the Statement of Facts accompanying the DPA, and that the allegations described therein are true and accurate. In resolving these three actions, J.P. Morgan agreed to pay a total of $920,203,609 to DOJ, CFTC, and SEC, consisting of civil and criminal monetary penalties, restitution, and disgorgement. J.P. Morgan agreed to cease and desist from any further violations and also agreed, among other things, to certain cooperation, remediation, and reporting requirements. 6)

7)

On January 16, 2024, JPMS entered into a settlement with the SEC resulting in the SEC issuing an administrative order (the Order). JPMS consented to the entry of the Order, which found that JPMS willfully violated Rule 21F-17(a) under the Securities Exchange Act of 1934 (the Exchange Act). The Order arose out of JPMS, from 2020 through July 2023, asking certain clients and customers to whom it had issued a credit or settlement over $1000 in value to sign a confidential release agreement that required the clients to keep confidential the release agreement and all information relating to the specified account at JPMS. The confidential release agreement neither prohibited nor restricted clients from responding to any inquiry about the confidential release agreement or its underlying facts from FINRA, the SEC, or any other government entity or self-regulatory organization, or as required by law, but did not permit voluntary communications with such regulators. The Order censured JPMS and directed JPMS to cease-and-desist from committing or causing any violations and any future violations of Rule 21F-17(a) under the Exchange Act. Additionally, the Order required JPMS to pay a civil money penalty in the amount of $18,000,000. JPMS has paid the civil monetary penalty in accordance with the terms of the Order. On October 31, 2024, JPMS entered into a settlement with the SEC resulting in the SEC issuing an administrative order (the Order). JPMS consented to the entry of the Order, which found that JPMS willfully violated Sections 206(2) and 206(4) of the Advisers Act and Rule 206(4)-7 thereunder. The Order arose out of JPMS, from at least July 2017 until October 11, 2024, failing to fully and fairly disclose the financial incentive of itself and certain of its financial advisors to recommend a certain advisory program—the Portfolio Manager Program—over other advisory programs offered by JPMS that use third-party managers. The Order also found that JPMS failed to adopt and implement written compliance policies and procedures reasonably designed to prevent violations of the Advisers Act and the rules thereunder in connection with the disclosure of conflicts of interest presented by the fee structure of the advisory programs for itself and its financial advisors. The Order censured JPMS and directed JPMS to cease-and-desist from committing or causing any violations and any future violations of Sections 206(2) and 206(4) of the Advisers Act and Rule 206(4)-7 thereunder. Additionally, the Order required JPMS to pay a civil money penalty in the amount of $45,000,000. JPMS has paid the civil monetary penalty in accordance with the terms of the Order.

B.

Other Financial Industry Activities and Affiliations

JPMS’ primary business is providing brokerage products and services as a bank-affiliated broker-dealer and making available to its customers, in addition to investment advisory services, a variety of bank, securities and insurance products through its affiliates. JPMS’ officers, managers and Advisors spend the majority of their time in administrative or supervisory duties with broker-dealer activities rather than investment advisor activities. JPMS is affiliated with several other SEC-registered broker-dealers, investment companies, investment advisers, insurance agencies, mortgage companies, and JPMCB. Other registered investment advisers, collectively referred to as “J.P. Morgan Asset Management,” are affiliated with JPMS under the common ownership by JPMC. One or more of these affiliated investment advisers, including, but not limited to, JPMIM, serve(s) as the investment adviser to various J.P. Morgan Funds. Program clients, by selecting a Program, Model or Investment Strategy which uses affiliated Portfolio Managers, or by investing in J.P. Morgan Funds within their Program Account, should note that JPMC receives more overall fees. JPMS affiliates will benefit from such selection and/or purchase as the result of receipt of the investment advisory fees. JPMS addresses this conflict through disclosure to clients. JPMS can receive as additional compensation distribution (Rule 12b-1) fees on money market fund assets held in Program Accounts. If a client selects a money market fund for which an affiliate of JPMS serves as investment advisor, the client will pay both its pro rata share of the money market funds advisory fees paid to JPMS or an affiliate as well as the Advisory Fee on the assets invested in the money market fund. However, any 12b-1 fees received by JPMS will be credited to the client’s Program Account. C.

Material Relationships with Related Persons and Potential Conflicts of Interest

JPMS has several relationships or arrangements with related persons that are material to its investment advisory business or to clients in the Program. Below is a description of such relationships and some of the conflicts of interest that arise from them. JPMS has adopted policies and procedures reasonably designed to appropriately prevent, limit or mitigate conflicts of interest that may arise between JPMS and its affiliates. These policies and procedures include information barriers designed to prevent the flow of information between JPMS and certain other affiliates, as more fully described below. The use of affiliates to provide services to clients creates certain conflicts of interest for JPMS, JPMIM, WMS and JPMPI. Among other things, there are financial incentives for JPMS, JPMIM, WMS, and JPMPI (and their affiliates), including its parent company, JPMC, to favor affiliated service providers over non-affiliated service providers, and compensation of supervised persons of JPMS , JPMIM, WMS and JPMPI generally is directly or indirectly related to the financial performance of JPMorgan. Affiliated Portfolio Managers and Model Managers in the Program JPMS and IARs can recommend to clients Portfolio Managers and Model Managers that are affiliated with JPMS. Should clients select an affiliated Portfolio Manager or Model Manager, it is important to note that JPMC receives more overall fees when affiliated Portfolio Managers or Model Managers are used. JPMS addresses this through disclosure to clients. Affiliated Fund Advisors and Model Managers Funds, including money market funds, pay fees and expenses that are ultimately borne by clients. Clients can review the applicable prospectuses for Funds in the Program for additional information about these fees and expenses. These fees and expenses are in addition to the Advisory Fee. Refer to “Other Fees and Expenses” in Item 4 above for more information. Affiliates of JPMS provide investment advisory and other services to the J.P. Morgan Funds for compensation. Therefore, because JPMS and its affiliates will in the aggregate receive more revenue when Accounts are invested in J.P. Morgan Funds than they would receive if the Accounts were Page 28 of 34

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