J.P. Morgan Securities LLC: investment adviser

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. The wrap-fee clients pay for investment advisory services will vary depending on the investment advisory program clients select. This Brochure provides information about JPMS and the J.P. Morgan Personal Advisors Program (the Program), an investment advisory program sponsored by JPMS and is available through an investment advisory representative (IAR). JPMS has retained its affiliate, J.P. Morgan Private Investments Inc. (JPMPI) to act as sub-adviser (Sub-Adviser) and implementation manager for the Program, as discussed in further detail throughout this Brochure. Detailed information about sub-advisory and implementation manager services that JPMPI provides in the Program is contained in a separate ADV brochure, which can be obtained upon request from a JPMS Financial Advisor, who is an employee and IAR of JPMS, or at the SEC’s website at adviserinfo.sec.gov. 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 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. B.

Program Description and Services

The Program offers financial planning and is a discretionary managed account program managed and offered by JPMS. Clients invest in the Program by establishing one or more Program accounts (each, an Account). Clients pay an annualized asset-based advisory fee that covers the financial planning (where applicable), investment advice, investment management, trade execution, custody, and reporting services provided through the Program. The Program offers different service models to clients enrolled in the Program based on asset levels. All Program clients have the ability to call and schedule an appointment with an IAR at any time. Information about fees based on assets under management is contained in the “Fees and Compensation” section below.

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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The Program invests client assets in a manner consistent with one of the multi-asset class investment strategies (each, an Investment Strategy) made available by JPMS to clients. In addition to Income, Conservative, Balanced, Growth and Aggressive Growth Investment Strategies (and a U.S.-focused version of each such Investment Strategy), there are Investment Strategies primarily consisting of funds or other investments that integrate environmental, social and governance (ESG) factors into their investment process and/or focus on sustainable themes, such as the Balanced ESG Strategy and Growth ESG Strategy. With certain Investment Strategies, clients have the ability to make elections, such as a municipal fixed income election (for taxable Accounts). Assets within an Investment Strategy are generally invested in different asset classes through one or more open-end mutual funds and exchange-traded funds (ETFs and, collectively with mutual funds, Funds). JPMPI, as sub-adviser to the Program, is responsible for securities selection (including selecting Funds for investment) and determining portfolio construction. Funds sponsored or managed by unaffiliated third parties (non-J.P. Morgan Funds) as well as Funds sponsored or managed by affiliates of JPMS (J.P. Morgan Funds) will be considered for inclusion in the Program. The affiliates that sponsor or manage J.P. Morgan Funds include JPMPI and J.P. Morgan Investment Management Inc. (JPMIM). A portion of the assets in Program Investment Strategies are expected to be invested in J.P. Morgan Funds. J.P. Morgan has a financial incentive to invest Program assets in J.P. Morgan Funds because it receives more overall fees when it selects J.P. Morgan Funds rather than non-J.P. Morgan Funds. Refer to “Use of J.P. Morgan Funds and Potential Conflicts of Interest” below for more information on the use of J.P. Morgan Funds. For important information about each Fund, including investment objectives, risks, charges and expenses, clients should read each Fund’s prospectus carefully and consider all the information in it before investing. The Investment Strategy for a particular client is based on the client’s discussion with a J.P. Morgan Personal Advisors (JPMPA) IAR and the client’s investment objective, risk tolerance, time horizon, and other information the client provides to JPMS. The Investment Strategies available in the Program are Income, Conservative, Balanced, Balanced ESG, Growth, Growth ESG, and Aggressive Growth. For more information about these Investment Strategies and related risks, clients should review JPMPI’s ADV Brochure, which can be obtained upon request from a JPMPA IAR or at the SEC’s website at adviserinfo.sec.gov. JPMS has delegated certain of its discretionary responsibilities and authority to JPMPI as the Program’s Sub-Adviser. JPMPI, as the sub-adviser, constructs and evaluates the Investment Strategies and selects the Funds available through the Program using due diligence produced by JPMPI. JPMS oversees the selections and remains responsible for overseeing JPMPI’s role as Sub-Adviser. It is JPMS’ policy, to the extent practicable, to allocate, within its reasonable discretion, investment opportunities among clients over a period of time on a fair and equitable basis. JPMS and JPMPI (as Sub-Adviser) have full discretionary investment advisory authority, to be exercised in their exclusive judgment and consistent with the Investment Strategy selected by the client, to determine asset allocation, the allocation of assets among Funds; to select, add, remove, or replace Funds; and to purchase and sell Funds for Program Accounts. JPMS has also retained JPMPI as the implementation manager for Program Accounts. JPMPI, as the implementation manager for the Program, provides portfolio implementation and coordination services to Program Accounts. These services include: (1) managing the Accounts on a discretionary basis by implementing instructions to purchase, hold or sell shares of Funds; (2) continuously monitoring the Account holdings and coordinating the trading activity; (3) implementing specific reasonable restrictions requested by the client that are placed on the client Account; (4) generally rebalancing the Program Account to the allocation in a chosen investment strategy when the asset allocation percentages deviate from established parameters; and (5) conducting tax-loss harvesting for certain taxable Accounts in the Program.

JPMS as Program Sponsor has an internal governance committee that seeks to ensure that the Programs offer suitable investment products to clients and that assets in the Programs are managed in a compliant manner consistent with the goals of the Programs and applicable law. Tax Harvesting Tax-loss harvesting (Tax Harvesting) is applicable to taxable Accounts in all Investment Strategies as determined at the sole discretion of JPMPI. Clients should contact their IAR for more information about Tax Harvesting. Tax Harvesting has the ability to reduce taxable income, although it will not eliminate it. JPMPI, as implementation manager, may change its Tax Harvesting parameters, including the manner and frequency of Tax Harvesting, at any time without notice. In certain market conditions, or when portfolio positions have not otherwise experienced capital losses during the relevant tax period, Tax Harvesting opportunities will be limited or may not exist. JPMPI, as implementation manager, will not attempt to harvest every tax loss that occurs in clients’ taxable Account(s). Clients should consider a different investment advisory program if they do not want Tax Harvesting. To generate potential tax losses, JPMPI, as the implementation manager, will sell positions that have experienced a capital loss. The proceeds will generally be invested in Funds as determined by JPMPI during the “wash sale” (i.e., 30-day) period. The investment in the Funds is designed to provide market exposure during the wash sale period, but there is no guarantee that the proceeds that are invested in the Funds will perform the same as the original position. The performance of the Funds and the price of such investments may be higher or lower than the original position. Tax Harvesting generally entails a repurchase of the sold security after the wash sale period. For additional information, refer to Item 6 below (“Tax Risks and Risks That Apply to Tax-Aware or Tax-Harvesting and TaxManaged Strategies”). In order to comply with principal trade restrictions, orders for the Program are routed for agency execution. In connection with transactions executed for Program Accounts, when permitted by applicable law and JPMS policy, JPMS, acting on behalf of client Accounts, enters into transactions in securities and other instruments with or through JPMC, and causes Accounts to engage in principal transactions. A “principal transaction” occurs if JPMS, acting on behalf of client Accounts, knowingly buys a security from, or sells a security to, JPMS or its affiliate's own account. Fractional Share Trading Fractional share trading allows for the purchase and sale of fractional share positions of equity securities, closed-end funds, ETFs, and other eligible securities, which reduces tracking error relative to Investment Strategies by allowing Accounts to invest closer to Investment Strategy allocations by not having to round security positions to whole shares. Because fractional share trades cannot be routed to an exchange or other market makers for execution, the fractional share component of an order will need to be combined with shares held in inventory by JPMS to make a whole share in order to be routed for execution. This means that JPMS will be trading alongside fractional share trades to facilitate fractional share trade orders and that fractional share trade orders will be routed for execution in an agency capacity. JPMS will not be trading with these orders as principal. As part of the fractional share trading alongside process, JPMS maintains a facilitation account that holds a small number of shares of eligible securities in inventory for sell orders and keeps cash on hand for buy orders. JPMS adds a fractional share to aggregated buy or sell orders so that the order is rounded up to whole shares, and the additional fractional share is purchased or sold by JPMS. Due to a variety of factors—such as the number of trades executed, allocating fractional shares to multiple clients at one time, and market price volatility—JPMS could accrue a net profit or loss in its fractional share facilitation account. JPMS is under no obligation to continue to utilize fractional share trading in the future and in its discretion, may discontinue fractional share trading Page 2 of 21

at any time. Upon termination of a client Account, fractional share positions will be sold and the proceeds placed in the sweep option selected by the client. Refer to “Cash Allocations and the Sweep Feature” for more detail. Fractional share trades where a “sell” order is submitted and JPMS does not hold any shares will require JPMS to purchase one share in the market before submitting the sell order to be able to round the fractional share up to a whole share before the order can be sent for execution. As such, there could be a delay in execution of such “sell” order while JPMS obtains a share to be able to submit the fractional share trade order. Dividends are paid on fractional share positions. The dividend payable will be an amount proportionate to the fractional interest. Corporate Actions and Proxy Voting: Fractional shares participate in both mandatory corporate actions (e.g., stock splits, mergers) as well as voluntary corporate actions (e.g., tender offers). Fractional shares generally do not participate in proxy voting, however unless the Client has retained proxy voting rights, fractional shares will be aggregated for proxy voting purposes. For additional information about fractional share trading, please contact your IAR. C.

Financial Plan, Investment Proposal, and Account Opening

Financial Plan Financial plans will be available to you. JPMS’ financial planning process starts with a consultation with an IAR, who will ask you to provide information relating to your personal needs and goals, total wealth, tax jurisdiction, cash flows, projected spending, and willingness and ability to take risk. Your financial plan will include one or more investing goals (such as planning for college expenses or saving for a home or retirement). The plan will provide an analysis of how your assets are currently allocated among assets classes and propose an optimal asset allocation based on your goals. Your financial plan will provide projections to help you assess your ability to achieve your identified financial goals. The projections provide a snapshot of your current financial position at a point in time and are intended to help you focus your financial resources and goals. Although we encourage you to consult with your JPMPA IAR on an annual basis to review your financial plan, JPMPA will not update your financial plan based on changes to your personal or financial circumstances without meeting with you to review your plan. We do not provide ongoing or continuous monitoring of your progress toward a planning or investment goal. To cover a broad range of outcomes, JPMS’ projections will utilize “Monte Carlo” simulations or scenarios to measure your likelihood of success of reaching your goals. The projections for your goals do not attempt to predict or portray the future performance of any securities held in Accounts supporting your goals. The projections are based on forecasted asset class returns, as well as inflation rates, developed by J.P. Morgan. The projections are hypothetical in nature, are based on statistical modeling of current and historical data, do not reflect actual investment results, and are not a guarantee of future results or a guarantee of the success rate of the simulated outcomes. Although the projections seek to reasonably project the likelihood of reaching your goals, it is likely that such projections will not correlate well to other assets you hold in any accounts that are not invested with us through Program Accounts. Accordingly, your actual investment results may vary significantly from our projections. Any forecasts using accounts held outside of J.P. Morgan at an unaffiliated, third-party firm (External Accounts and each, an External Account) are calculated based solely on the information you provide to JPMS for any such External Accounts. You may provide JPMS with such information manually or by using JPMS’ asset aggregation service. JPMS will not independently verify or update this information, will not have any responsibility to ensure that External Accounts are invested or re-invested in accordance with the proposed optimal asset allocation in your financial plan, and will not consider how External Accounts are invested when developing a client’s Program Investment Strategy.

The financial plan includes a proposed asset allocation based on your goals, but it does not provide advice or recommendations regarding specific securities or other investments. If you choose to open a Program Account, your IAR will work with you to develop an “Investment Proposal” that provides a recommendation of one or more Investment Strategies available in the Program and specifies Funds that are included in the Investment Strategy. Other than the assets included in Program Accounts, which are managed on a discretionary basis through the Program, whether and how to implement any asset allocation recommendations provided in your financial plan is your responsibility and is not part of the services provided under the Program. Investment Proposal An IAR will request your investment objectives, time horizon, and risk tolerance for one or more JPMPA Accounts. This information is incorporated into an “Investment Proposal,” which will recommend one or more Investment Strategies. If your investment objectives, time horizon, and risk tolerance are consistent with those for the goals identified in your financial plan, then the asset allocations for your recommended Investment Strategy and your financial plan will be consistent. If the information differs (for instance, if your investment objectives or risk tolerance for your Account differ from those contained in your financial plan), then the asset allocation for your recommended Investment Strategy will reflect your Client Profile rather than the recommended asset allocation in your financial plan. Annual or Other Updates To the extent applicable, each year we will invite you to schedule an appointment with an IAR to update your financial plan and review the investment objectives for your Program Account(s). JPMS will not monitor or update your financial plan or change your recommended Investment Strategy without first meeting with you to discuss any changes to your financial situation or investment objectives. Therefore, it is important that you schedule an appointment with an IAR whenever your financial situation or investment objectives change, but at least once each year, to ensure that your current financial situation and investment objectives are taken into account. Electronic Communications As a condition to receiving services through JPMPA, you must be willing to accept the terms of a global electronic consent, which requires agreeing to electronic delivery of Program documents and communications. In addition, as part of opening a Program Account, clients are required to complete an Account application and enter into an investment advisory agreement and other Account agreements (collectively, the Client Agreement). The Client Agreement along with other disclosures and notices will be delivered to clients in electronic format, including through email or other electronic means. JPMS will not send paper versions of documents to clients as part of the Program unless required by applicable law or in JPMS’ sole discretion. In addition, JPMS may require that some or all of the Account opening processes be completed electronically and may provide some or all Account-related documentation online. Program clients must provide JPMS with a valid email address and are required to notify JPMS immediately in the event their email address changes or becomes inaccessible by visiting chase.com or by contacting JPMS at 1-800-392-5749. Important client notices, including new or amended agreements or documents, will be sent by email; therefore, it is important that clients maintain an accurate email address at all times. If a client fails to provide or maintain accurate contact information, including an email address, JPMS reserves the right to terminate that client’s participation in the Program. JPMS will attempt to contact clients by other means when it determines that a client’s email address is invalid. Clients must also own or have access to an electronic device with the necessary hardware and software as an initial and continued condition of participating in the Program.

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Refer to the Online Service E-Sign Disclosure and Consent for additional terms and conditions regarding electronic delivery of Program communications. Client Agreement As a condition to receiving investment management services through the Program, clients are required to enter into a Program Client Agreement. The Client Agreement authorizes JPMS to act as the client’s investment adviser, with investment discretion and trading authority, and authorizes JPMS to perform its services directly, or through or by delegating performance to, affiliated or unaffiliated service providers, as JPMS may from time to time designate. The Client Agreement incorporates a separate brokerage Account agreement that clients must consent to in order to enroll in the Program. Restrictions on Management of Accounts Clients can request reasonable investment restrictions on the management of their Program Account assets by designating particular Funds that should not be purchased for an Account, subject to acceptance as reasonable by JPMPI, in its sole discretion. Note that (i) reasonable investment restrictions will not apply to the underlying portfolio of any Fund that is held or purchased in an Account, and (ii) investment restriction requests can only be made for specific Funds and not categories of Funds or securities (e.g., related to a sector or industry, such as weapons or tobacco). Any restrictions a client imposes on the management of the Account can limit the ability to make investments or take advantage of opportunities and can cause the Account to perform differently than similar unrestricted Accounts. Neither JPMS nor the IAR are required to accept investment restrictions that they deem unreasonable and may decline an Account when they deem any client requested restriction unreasonable. Additionally, when moving from one strategy to another, client restrictions may have no practical effect on the new strategy selected by the client. If JPMPI accepts a restriction as reasonable, JPMPI has the discretion to invest the portion of the client Account that would have been invested, or was previously invested, in the restricted security in the other securities in the Account (on a pro rata basis), to select a substitute security or to hold those assets in cash. Substitute Funds are likely to have fees or expenses that are higher than the Funds normally used in the Program. In the event that a restriction request for a Fund that is currently held in a client’s Program Account is accepted, the Fund will be sold and a client may experience tax consequences. Implementation of Investment Strategy After JPMS opens a Program Account for the client, JPMPI will implement the selected Investment Strategy taking into account any reasonable investment restrictions a client has placed on management of the Account, as accepted by JPMS. JPMPI manages client Accounts in the Program in accordance with each client’s specific investment guidelines, objectives, and any reasonable restrictions on investing in specific securities that the client provides to JPMS and JPMS has accepted in writing. Funding Program Accounts Cash or securities can be used to fund Program Accounts. Investment management will begin after JPMS has accepted the Account into the Program. Account acceptance may be delayed or rejected if the Account is overfunded or underfunded relative to the amount stated in the Investment Proposal. Clients funding Program Accounts with securities direct JPMS to liquidate the securities on behalf of the client and allocate the proceeds in accordance with the Investment Strategy selected in the Investment Proposal. JPMS, on a best-efforts basis, will sell a portion or all of any securities that are not consistent with the Investment Strategy stated in the Investment Proposal. Neither JPMS nor JPMPI will advise clients regarding the liquidation of these securities. Liquidation will be done free of commission charges or spread on fixed income trades unless the trade is

placed away from JPMS. Depending on the type of security involved, liquidation may result in redemption charges and taxable gains or losses. Clients should review the potential tax consequences of these liquidations with their tax professional before funding their Program Account with securities. JPMS and its affiliates do not provide tax advice. If non-U.S. denominated securities are sold, the client will incur currency conversion charges. When liquidating securities for purposes of establishing a client’s Program Account, JPMS will be acting as your broker, not your investment adviser. Liquidations will be effected promptly after receipt into the Account at the then prevailing market prices, subject to market conditions and applicable JPMS policies. If a particular security cannot be liquidated or is not eligible for the Program, it will not be used to fund an Account and your IAR will work with you. Liquidation upon Termination In the event of a termination of a client’s Account, if a termination request necessitates the liquidation of securities, processing of such request may take a reasonable amount of time to process. JPMS shall not be liable for any delays caused by market conditions, trading restrictions, or other circumstances beyond its reasonable control. Rebalancing Program Accounts Rebalancing has tax implications for most clients, other than those with taxadvantaged Accounts. Program Accounts will be rebalanced if the percentage variance at the asset class level exceeds a threshold amount that has been established as effective for rebalancing to the Investment Strategy. JPMPI will periodically rebalance Program Accounts to the allocation in the chosen Investment Strategy when the asset allocation percentages deviate from established parameters. To rebalance an Account, shares of Funds that are underweight or overweight compared to their asset class percentages in the Investment Strategy will be bought or sold, as applicable, until the Account holdings are consistent with the Investment Strategy. Over time, the Funds in the Account will appreciate (or depreciate) in value at different rates. Without rebalancing, the change in the percentages of each asset class held will change the level of risk from the risk level that is associated with the original allocations in the selected Investment Strategy. Changes in the sale of Fund shares may generate taxable gains or losses in a client Account. Trade Execution Clients direct brokerage to JPMS. JPMS can designate another broker or dealer if it believes the other broker or dealer will provide better execution than JPMS. Although JPMS has discretion to select brokers or dealers other than the sponsor or its affiliates, JPMS generally places such trades through JPMS because the Advisory Fee (defined below), paid by each client Account, only covers execution costs on trades executed through JPMS or its affiliates. Execution costs include fees we pay to exchanges and/or regulatory agencies on certain transactions. Certain securities included in portfolios can be less liquid or are traded infrequently. To fulfill its duty to seek best execution of transactions for client Accounts, JPMS can select broker-dealers other than JPMS or its affiliates to affect a trade for a client Account, and any execution costs charged by non-JPMS broker-dealers will be paid by the client Account. JPMS’ 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 instead involves consideration of a number of factors. In evaluating whether another broker or dealer will provide better execution, JPMS will consider the full range and quality of a broker’s or dealer’s services including, among other things, execution capability, commission rate, financial responsibility, market making capabilities, and responsiveness. Custodian JPMS, in its capacity as an SEC-registered broker-dealer, provides clearing and trade execution services for and serves as the custodian for Program Page 4 of 21

Account assets. JPMS is a “qualified custodian” as defined in Rule 206(4)2 under the Investment Advisers Act of 1940, as amended (the Advisers Act). D.

Trade Confirmations, Statements, and Performance Reporting

Clients will receive trade confirmations of all transactions unless they waive receipt of individual confirmations and instead receive a periodic statement of all transactions that will contain the information required to be in a confirmation. Clients can elect to receive a periodic statement in lieu of individual confirmations and can later choose to receive from JPMS, at no additional cost, transaction confirmations for any prior transactions effected during the period in which the client previously elected not to receive separate transaction confirmations. Clients will not pay a different fee based upon this election and can rescind this election at any time upon written notice to JPMS. Clients will receive Program Account statements from the custodian of the Programs at least quarterly (monthly for months when there is activity in their Account). Clients generally will also receive quarterly performance reports containing general market commentary and analysis, charts and graphs detailing the quarterly performance of the Program Account versus relevant industry benchmarks and indices for Program Accounts during the quarter. E.

Proxy Voting, Corporate Actions, and Other Legal Matters

Clients have the right to vote proxies for any securities held in their Accounts. Alternatively, where “Portfolio Managers” (JPMIM and JPMPI, affiliates of JPMS, each act separately as a Portfolio Manager in certain programs) are responsible for voting, or in cases where clients have chosen to use an outside custodian, beginning on or after April 1, 2026, clients may direct JPMS to facilitate the voting of proxies on their behalf. If clients retain proxy voting authority (which must be done by providing written notice to JPMS within a reasonable period of time for JPMS to process the written notice), (i) JPMS will forward to the clients, or any person designated by the clients, any proxy-related materials distributed to securityholders entitled to vote, including proxy statements, proxy cards, or voting instruction forms, notices of meetings, or availability of proxy materials, annual, or other informational reports, and any related solicitation materials (Proxy Materials) JPMS receives that pertain to proxies for securities in the clients’ Program Accounts; and (ii) JPMS (and its affiliates) will not take any action or render any advice with respect to the voting of proxies solicited by or with respect to the issuers of any securities held in the clients’ Program Accounts. Beginning on or after April 1, 2026, unless clients retain proxy voting authority and subject to certain exceptions noted below, clients grant JPMS the limited authority to select, appoint, and remove one or more agents and attorneys-in-fact for the sole purpose of exercising clients’ rights to vote proxies relating to securities owned by or held for their Program Accounts. This will not apply to: (i) instances where clients retain the authority and responsibility to vote proxies for their Program Accounts; (ii) instances where a Portfolio Manager is responsible for voting, as described below; or (iii) in cases where clients have chosen to use an outside custodian and clients retain the authority and responsibility to vote proxies or delegate discretion to vote such proxies to a third party (other than JPMS or its affiliates). Beginning on or after April 1, 2026, the proxy agent so appointed is JPMIM. Please review the JPMIM ADV Brochure for information on proxy voting, conflicts, and the use of JPMIM as a proxy agent. The JPMIM Form ADV Part 2A Brochure is available on the SEC’s website at adviserinfo.sec.gov. JPMS may, in its discretion, change the proxy agent upon providing notice to clients, and clients will be deemed to have agreed to the appointment of any new proxy agent effective when they receive notice of the appointment of a new proxy agent. In addition, a proxy agent may resign its appointment at any time. JPMS' grant of authority is expressly limited to the power of appointment, and JPMS shall have no authority or responsibility to vote proxies or otherwise exercise any client’s proxy-related rights. The proxy agent is solely responsible for voting proxies on clients’ behalf, it being understood that JPMS is not responsible for the acts or omissions of the

proxy agent, so long as JPMS exercises reasonable care in the selection and monitoring of the proxy agent. Clients should understand that, by appointing JPMS as their agent to appoint a proxy agent, they will not receive Proxy Materials pertaining to the securities in their Accounts. The proxy agent, acting directly as clients’ agent and attorney-in-fact and deriving authority to vote proxies exclusively from clients pursuant to this authorization, shall apply its own proxy voting guidelines and policies (copies of which are available on request), which are subject to change in the proxy agent’s discretion. A proxy agent's authority and role as agent applies only to the voting of proxies that the proxy agent generally votes and does not apply to proxies with respect to which the proxy agent declines to vote, in its discretion. When proxy voting authority is delegated to JPMIM, JPMIM will use one or more third-party proxy services in certain situations, such as to avoid conflicts of interest, address affiliation, or control issues, or when voting shares of registered investment companies. Information relating to JPMIM’s Global Proxy Voting Guidelines is available at https://am.jpmorgan.com/content/dam/jpm-amaem/americas/us/en/supplemental/proxy-information/globalprocedures-and-guidelines.pdf. In its role as proxy agent, JPMIM will use a generative AI tool to support the U.S. proxy voting process. This includes scanning relevant SEC filings, processing raw data regarding relevant issuers, and ingesting issuer data from data vendors; it will assist by organizing, summarizing, and presenting information to facilitate analysis by personnel of JPMIM (and, where relevant, its asset management affiliates), who remain responsible for making all proxy voting decisions (other than those delegated to an third-party proxy service). Refer to “Risks Associated with the Use of Artificial Intelligence (AI) Tools” for more information. The Portfolio Manager (or its agent or delegate) to a client’s Program Account (other than JPMPI) is designated to receive and act on the client’s behalf in regards to all shareholder communications, including, but not limited to, Proxy Materials (unless the client retains proxy voting authority over the securities in their Accounts), annual reports, and semi-annual reports. In such case, clients authorize JPMS to forward to the Portfolio Manager (or its agent or delegate) all Proxy Materials that pertain to securities held in the clients’ Accounts. Clients may revoke their appointment of JPMS to appoint proxy agents, or a Portfolio Manager to vote proxies, as applicable, upon written notice to JPMS at J.P. Morgan Securities LLC, Attn: Proxy Voting Opt Out, Mail Code: IL1-0291, PO Box 1762, Chicago, IL 60690. If clients revoke their appointment of JPMS’ as their agent to appoint proxy agents or a Portfolio Manager to vote proxies, as applicable, (i) JPMS or its affiliates shall have a reasonable period of time to process such revocation; (ii) clients will receive all Proxy Materials and annual reports related to securities and other property in their Accounts; (iii) clients will be responsible for voting such proxies directly or instructing any custodian that holds such securities; and (iv) such revocation will neither impair nor limit any other authority given to JPMS, the Portfolio Manager, or its delegates, as applicable, to provide discretionary portfolio management for clients’ Program Accounts. To the extent that (i) JPMS has not received Proxy Materials or related shareholder communications on a timely basis or at all, JPMS will not be responsible or liable for any failure to send the proxy agent or clients, as applicable, Proxy Materials or related shareholder communications; and (ii) the proxy agent or Portfolio Manager responsible for voting proxies has not received proxies or related shareholder communications on a timely basis or at all, the proxy agent or Portfolio Manager will not be responsible or liable for any failure to vote the proxies or consider the information in such Proxy Materials or related shareholder communications when deciding how to vote the proxies. Corporate Actions JPMS may, in its discretion (but is not required), act on voluntary corporate actions with respect to securities in clients’ Accounts. For clients in all other programs, JPMS, its affiliates, or the Portfolio Manager, as applicable, will Page 5 of 21

take appropriate action with respect to voluntary corporate actions with respect to securities in clients’ Accounts, such as any conversion option; execution of waivers; consents and other instruments; and consents to any plan of reorganization, merger, combination, consolidation, liquidation, or similar plan. JPMS and its affiliates are authorized, but not required, to forward to the applicable Portfolio Manager all corporate reorganization materials and information, including tender offer materials. Clients have the right and responsibility to take any actions with respect to any legal proceedings, including, without limitation, bankruptcies and shareholder litigation (including class actions). Clients also retain the right to initiate or pursue any legal proceedings, including, without limitation, shareholder litigation, including with respect to transactions, securities or other investments held in their Accounts or the issuers thereof. Neither JPMS, its affiliates, nor any Portfolio Manager is obligated to render any advice or take any action on a client’s behalf with respect to securities or other property held in the client’s Account or the issuers thereof that become the subject of any legal proceedings, including, without limitation, bankruptcies and shareholder litigation, to which any securities or other investments held or previously held in the Account or their issuers become subject. In addition, neither JPMS nor any Portfolio Manager is obligated to initiate or pursue any legal proceedings, including, without limitation, shareholder litigation, on behalf of a client’s Account, including with respect to transactions, securities or other investments held or previously held in the client’s Account or the issuers thereof. Clients understand that they may receive certain communications regarding investments in their Accounts, such as class actions, and will be responsible for taking any actions that may be required or contemplated by such communications. F.

Fees and Compensation

Wrap Fee Clients pay an annual asset-based Account fee for the Program (Advisory Fee) to JPMS, pursuant to the applicable fee schedule and subject to any applicable discounts or adjustments. The following fee schedule became applicable to JPMPA Accounts on June 7, 2024: Account Assets

Annual Fee 1

$0–$249,999.99

0.60%

$250,000 or greater

0.50%

0F

Clients who maintained Account assets of $1,000,000 or greater as of May 31, 2024 will continue to pay their previously existing Account fee of 0.40% until further notice as determined by JPMS. As it relates to those clients who continue to pay their previously existing Account fee of .40%, eligibility shall be reviewed on an annual basis as determined by Account assets under management within the Program. The Advisory Fee will be computed and payable monthly in arrears based upon the market value of all assets held in the Program Account (including cash) on the last business day of the prior month or portion thereof, as determined by JPMS. Advisory Fees for partial billing periods upon the inception or termination of a Program Account will be prorated. The Advisory Fee will be reflected on the Account statement issued by the custodian for the Account. The Advisory Fee is a single (or “wrap” or “bundled”) annualized assetbased fee that covers all financial planning (where applicable), investment advisory, portfolio management, administrative, custodial and brokerage services provided by JPMS and/or the Sub-Adviser. The Advisory Fee does not cover any (i) brokerage commissions or other charges resulting from transactions not effected through JPMS or its affiliates; (ii) “markups,” “markdowns” and “dealer spreads” that we or other broker-dealers may receive when acting as principal in certain transactions; (iii) certain costs or charges imposed by third parties, including odd-lot differentials, margin interest, transfer taxes, exchange

fees, and other fees or taxes required by law; (iv) any Account establishment, maintenance, documentation and termination fees for retirement Accounts; (v) the cost of investment manager fees and other expenses charged by Funds; or (vi) any pass-through or other fees associated with investment in American Depositary Receipts (ADRs). No Minimum Fee No minimum fee requirement is applied to Program Accounts. When applicable, Program Accounts will be charged the appropriate fee percentage for the asset value in the Program Account or, if applicable, for the value of assets in related Program Accounts that have been combined for Advisory Fee calculation purposes. If the Account has at any time qualified for a particular fee rate based on the market value of the Account, the same fee rate shall apply so long as the market value of the Account is no lower than 10% below the minimum asset size required for the applicable fee rate. If the market value of the Account falls below 10% of the minimum asset size required for the current fee rate, the Advisory Fee rate will be assessed using the applicable fee rate reflected in the fee schedule. Method of Payment Once an Advisory Fee is charged, unless the client has elected to pay the Advisory Fee from a related JPMS account, if there is sufficient cash in the Deposit Account, as defined below, or sweep fund to pay the entire amount, the Advisory Fee percentage for the Program Account value will be paid out of the Deposit Account or sweep fund within the Program Account. If the Deposit Account or sweep fund does not have sufficient funds to pay the Advisory Fee in its entirety, shares of the most overweight Fund(s) will be sold to pay the entire Advisory Fee rather than paying any of the Advisory Fee from the Deposit Account or sweep fund. This could result in the client incurring a tax liability. If due to withdrawals, payment of fees, or otherwise, the value of the Deposit Account or sweep fund would fall to zero or below, sufficient shares in the Fund(s) currently most overweight in the Investment Strategy based on actual dollar value will be sold to clear the debit and replenish the Deposit Account or sweep fund to its current target amount. Reimbursement to JPMPI as the Sub-Adviser JPMS reimburses the Sub-Adviser for its costs for providing investment services, including certain investment advisory, portfolio management, research, and implementation services, as applicable. Waivers, Reductions, and Negotiation of Fees In its discretion, JPMS can negotiate, reduce, or completely waive the Advisory Fee for any client or group of clients, including in connection with promotional efforts. JPMS does not give that discretion to IARs. JPMS’ promotional efforts are subject to change, and JPMS reserves the right to offer different promotions simultaneously. Not all clients will have access to the same promotions, so it is possible that similarly situated clients will pay a different Advisory Fee. Refer to the terms associated with such promotions for details regarding how they affect the fees and expenses of the Program and the length of any such waiver or fee reduction. From time to time, the Advisory Fee can be increased. JPMS will provide clients with advance notice prior to increasing the Advisory Fee. Program Accounts under the same tax identification number are automatically linked in a Relationship Pricing Group for Advisory Fee calculations. JPMS will not link Program Accounts for Relationship Pricing Group purposes in any other way. When the combined assets in the linked Accounts are sufficient to reach the next Advisory Fee breakpoint, the client will benefit from a lower overall fee. The combined Advisory Fee is then divided ratably and assessed over all of the related Program Accounts. All linked Accounts within the same Relationship Pricing Group will have the same Advisory Fee rate applied, subject to applicable discounts. Accounts

The same fee is applied to the entire Account (i.e., is not a “blended” fee) for Account assets over $249,999.99.

Page 6 of 21

that are not enrolled in the Program will not be included in a Relationship Pricing Group. JPMS charges fees that it believes are reasonable in relation to the scope of services and nature of the investment advice provided, but these fees are not always the lowest available from other firms and/or our affiliates. The Advisory Fee can be more or less than the cost of paying for investment advice, trade execution, custody, and reporting services separately, depending on the cost of these services if provided separately and the level of trading activity in the client’s Account. Because the Advisory Fee is charged on all assets in the Account, in a low interest rate environment, a client can earn less interest on assets held in the Account as cash or cash alternatives, such as money market funds, than the amount of the Advisory Fee the client is paying JPMS with respect to such assets, and therefore, the client’s net yield with respect to such assets can be negative.

share classes or (2) JPMS does not have an agreement with the Fund to distribute the share class in the Program). Clients should be aware that the share class of a Fund available through the Program may differ from the share class available to similar accounts managed by or held at JPMS or its affiliates and that certain lower cost Fund share classes may be available outside of the Program. Clients should contact their IAR(s) for information about any limitations on share classes available through the Program. JPMS, through its brokerage accounts, has other arrangements with Fund companies that are described in the relevant brokerage documents. JPMS and its affiliates receive fees or other forms of compensation from the Funds (including money market funds) or their affiliates. JPMS believes that this conflict is addressed in the following ways: •

12b-1 distribution fees: JPMS receives fees from certain Funds pursuant to Rule 12b-1 under the Investment Company Act of 1940 (Investment Company Act) (12b-1 Distribution Fees). Rule 12b-1 allows Funds to use Fund assets to pay the costs of marketing and distribution of the Fund’s shares. If JPMS receives 12b-1 Distribution Fees, it will rebate these fees to the client.

•

Other fees: JPMS enters into agreements with the Funds, their investment managers, distributors, principal underwriters, shareholder servicing agents, and/or other affiliates of the Funds (Service Providers). The Funds or their Service Providers pay J.P. Morgan fees for providing certain administrative services, which include maintaining and updating separate records for each client, preparing and delivering client statements, tax reporting, proxy voting and solicitation, processing purchase and redemption orders, processing dividends, distributing prospectuses and other Fund reports, and responding to client inquiries. These fees for these services are typically called “shareholder servicing fees” when paid for by the Fund; however, these fees can be referred to as “revenue sharing” when they are paid by the Fund Service Provider from its own resources (together referred to as Servicing Fees). As of December 31, 2025, the Servicing Fees that JPMS received for nonmoney market funds were up to 25 basis points annually of the Fund assets, or a rate of up to $20 per year per Fund position; however, these amounts can change. The receipt by JPMS of these fees creates a conflict of interest in the selection of Funds for Accounts because the fees are different among Funds. Similarly, JPMS has a conflict to recommend Funds that pay Servicing Fees instead of ETFs or other securities or products that do not pay any Servicing Fee. The Portfolio Managers or IARs who are responsible for recommending investments for Program Accounts do not receive any direct financial benefit from the Servicing Fees. To that extent, such Portfolio Managers or IARs are incentivized to invest in or recommend securities they believe will increase the value of the Account. JPMS does not retain any portion of those fees for retirement Accounts. When evaluating the fees for, and cost of, a Program, clients should consider the Servicing Fees that JPMS receives in addition to the investment advisory fees. Clients can also request a Fund prospectus for additional information regarding Fund fees.

Other Fees and Expenses Funds pay fees and expenses that are ultimately borne by clients (including, but not limited to, brokerage costs and management, administration and custody fees). The Advisory Fee does not include various additional fees that can be incurred within a client’s Program Account, including, but not limited to, Fund fees and expenses, transfer taxes, electronic fund and wire fees, IRA and retirement plan Account fees, and margin interest. ADRrelated fees, or any other fees that would reasonably be assessed to a brokerage Account. If these fees are for services performed by JPMS or their affiliates, JPMS or an affiliate will receive all or a portion of the revenue from the fee. Additionally, Funds held in a Program Account have annual investment advisory expenses, so clients actually incur two levels of investment management fees: indirect Fund investment advisory fees to the investment adviser of each Fund and direct Program Advisory Fees to JPMS. These Fund fees and expenses are in addition to any fees paid to JPMS as the Program sponsor. (Refer to “Offset of Certain Fees to IRAs and Certain Other Retirement Accounts” below to understand the impact of Fund fees and expenses on retirement Accounts.) Clients can review the applicable prospectuses for Funds in the Program for additional information about these fees and expenses. JPMS and its affiliates collectively receive greater revenue if J.P. Morgan Funds are included in the Program, and therefore, JPMS and its affiliates have a conflict of interest in including J.P. Morgan Funds in the Program. Refer to “Use of J.P. Morgan Funds and Potential Conflicts of Interest” below for more information on the use of J.P. Morgan Funds. The Advisory Fee does not cover brokerage commissions or other charges resulting from transactions not effected through JPMS or its affiliates. In general, JPMS and JPMPI place orders in fixed-income or debt securities with broker-dealers other than JPMS. For these trades, the client will incur a brokerage commission, markup, or markdown charged by the other broker-dealer that is not covered by the Advisory Fee. JPMS or JPMPI also can choose to place orders in equities and other types of securities with broker-dealers other than JPMS, in which event the client will incur a brokerage commission that is not covered by the Advisory Fee. When JPMS or JPMPI place orders with broker-dealers other than JPMS, the trade confirmation issued by JPMS with the details of the trade shows a price for the traded security that is inclusive (i.e., net) of the commission, markup or markdown paid by the client to the other broker-dealer, but it does not break out or otherwise show the amount of the commission, markup, or markdown separately. For more information on trades away from the Firm, refer to “Trading Practices Disclosures for Wrap Fee Programs” available at chase.com/managed-account-disclosures. Share Classes Available in Program Investment Strategies Funds typically offer different ways to buy shares with different share classes that may assess different fees and expenses. JPMS strives to make available the most appropriate share class on the platform for each Fund, with the goal of generally obtaining the lowest cost share class. However, for certain Funds, the share classes with the lowest fee structures are not available in the Program (e.g., (1) the Fund family restricts access to these

Once a particular share class is made available for a particular Fund in the Program, only that share class can be purchased for that Fund. Funds will be purchased in the Account at net asset value (no-load or load-waived) and ETFs at their market price. JPMS periodically reviews the share classes offered by Funds in the Program but also relies on the Fund families to inform JPMS when and if these share classes will be made available. If JPMS identifies and makes available a class of shares for a Fund more appropriate than the class of shares previously made available for the Fund, to the extent allowed, JPMS will convert client shares of the Fund to that more appropriate share class of the same Fund. Operational and other considerations can affect the timing of the conversion of shares and can cause the timing or implementation of such conversions to differ between clients. Some of the Fund share classes available through the Program are not necessarily available to clients outside of the Program. To the extent an Account is terminated, clients may not be eligible to continue to hold or Page 7 of 21

purchase certain share classes outside of the Program and/or outside the firm. Cash Allocations and the Sweep Feature Clients in the Program authorize JPMS, to the extent permitted by applicable law, to invest (i.e., “sweep”) available cash balances in the JPMorgan Chase Deposit Account (the Deposit Account) or one or more money market Funds that are managed by affiliates of JPMS. The Deposit Account is the default “sweep” option for Program clients who do not select an available “sweep” alternative or if the sweep selected is no longer available. Cash “swept” or allocated to the Deposit Account is remitted for deposit by JPMS, acting as the client’s agent, into a demand deposit account maintained at JPMorgan Chase Bank, N.A. (JPMCB). Balances in the Deposit Account are covered by Federal Deposit Insurance Corporation (FDIC) insurance, subject to applicable limits, terms, and conditions, but are not protected by the Securities Investor Protection Corporation. JPMS does not review or monitor FDIC insurance limits for clients. Clients are responsible for monitoring the total amount of deposits that they have with JPMCB to determine the extent of FDIC deposit insurance coverage available to them on their deposits. The JPMorgan Chase Deposit Account Disclosure provides further information about the Deposit Account, including the limits, terms, and conditions of FDIC insurance coverage. The interest rate on the Deposit Account will vary based on business and economic conditions and is reset periodically at JPMCB’s sole discretion. The interest rate on the Deposit Account may be higher or lower than yields on other available cash alternatives (e.g., money market Funds). From time to time, JPMS or the Sub-Adviser may decide that it is in the best interest of clients to maintain a certain percentage of assets in cash or cash alternatives, especially when markets are volatile. However, because the Advisory Fee is charged on the value of all assets in the Account (including cash and cash alternatives), in a low interest rate environment, the net investment return on cash and cash alternatives, including the Deposit Account, will be negative. The current rates and yields for available cash options for Program Accounts, including the Deposit Account, can be found online at chase.com/SweepYields. These rates and yields change regularly, so it is prudent to check this website on at least a quarterly basis. Although there is no charge to clients with respect to the Deposit Account, JPMCB benefits from the Deposit Account because, through the Deposit Account, JPMCB receives a stable, cost-effective source of funding. JPMCB uses client deposits in the Deposit Account to fund current and new businesses, including lending activities and investments. The profitability on such lending activities and investments is generally measured by the difference, or “spread,” between the interest rate paid on the deposits and other costs associated with the Deposit Account paid by JPMCB and the interest rate and other income earned by JPMCB on the loans and investments made with the deposits. The income that JPMCB earns through its lending and investing activities is usually significantly greater than the interest earned by clients through the Deposit Account. It is typically also greater than the fee earned by all J.P. Morgan entities from managing and distributing money market Funds available to Program clients. Additionally, JPMCB has agreed to pay JPMS a monthly flat fee for each Account that uses the Deposit Account; however, JPMS is currently waiving receipt of this fee. Therefore, JPMS and JPMCB have a conflict of interest in offering or utilizing the Deposit Account and in making it the default “sweep” option. JPMS believes that the conflict is addressed through: • • •

The fact that IARs do not receive any additional compensation for assets held in the Deposit Account as opposed to another cash alternative; Online disclosure of the available cash options and yields at chase.com/SweepYields; The client’s ability to affirmatively select another available “sweep” option and to change the “sweep” option selection to an available alternative at any time;

• •

The JPMorgan Chase Deposit Account Disclosure provided to the client; and The client’s ability to obtain the prospectus for each money market Fund that is an available alternative to the Deposit Account.

Offset of Certain Fees to IRAs and Certain Other Retirement Accounts If a Program Account owned by an IRA, or other client that is a qualified retirement account subject to the prohibited transaction provisions of Section 4975 of the Internal Revenue Code, as amended (IRC), holds any J.P. Morgan Funds, the actual amount of the J.P. Morgan Funds’ underlying fees paid to J.P. Morgan and associated with Program Account assets will be offset against the Advisory Fee. The offset amount will be automatically applied against the Advisory Fee charged for the period and will appear as a separate line item on the client’s Program Account statement. This offset does not apply to Account investments in non–J.P. Morgan Funds. In addition, for those J.P. Morgan Funds that utilize unaffiliated investment sub-advisers for all or a portion of the Fund portfolio management, the amount of the Fund advisory fees paid to unaffiliated investment subadvisers is not offset to the Advisory Fee. IAR Compensation The Program is recommended to clients by IARs associated with JPMS. IARs and certain other JPMS supervised persons are eligible to receive variable compensation based on discretionary and nondiscretionary factors, including the number of qualified clients who set up consultations and/or invest in the Program. This variable compensation structure creates a financial incentive for such supervised persons to recommend the Program over other advisory programs and brokerage services offered by JPMS and its affiliates. JPMS maintains and enforces policies reasonably designed to identify and disclose and minimize or eliminate these conflicts of interest. Neither the JPMS supervised persons nor the IARs who deliver advice to Program clients are compensated for or on the basis of any recommendation or sales of specific securities. Margin Debit Balances Margin debit balances held by a client cannot be held in a Program Account. This is significant because, for purposes of the calculation of the Advisory Fee, the net market value of the assets on which the fee is based will generally not be reduced by the amount of any margin debit balances held by the client in an account outside of the Program, even if some or all of the proceeds of the loan represented by the margin debit balances are held in the client’s Program Account, and even if some or all of the assets in the client’s Program Account are used to collateralize or secure the loan represented by the margin balances. JPMS has a financial incentive for the client to incur margin debt to buy securities in a Program Account because: (1) the client will be required to pay JPMS or its affiliates interest and fees on the debt; and (2) the net market value of the Program Account will be increased by the value of the additional securities purchased with the margin loan (and will not be offset by the amount of the margin debit held by the client in any account outside of the Program), resulting in a higher fee. In addition, any interest and fees paid by the client in connection with any debit balances held outside the Program Account will not be taken into account in the computation of the net equity or performance of the client’s Program Account as reflected in Account statements, performance reports or otherwise.

Participation in the Program generally requires an initial minimum investment of $25,000. Clients can open and maintain multiple Program Accounts, but each Account requires a $10,000 initial minimum investment. JPMS may, in its discretion, waive or reduce the minimum for certain clients from time to time. If Program or Account assets fall below the initial minimums, JPMS can terminate Program participation and close Accounts at its discretion. The investment, sale or withdrawal of funds or securities from Program 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 Program Accounts; however, timeframes can be longer due to market conditions and other factors. H.

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. 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. I.

Retirement Accounts

For Program Accounts established for retirement plans subject to the Employee Retirement Income Security Act of 1974, as amended (ERISA) and for individual retirement accounts (IRAs) (collectively, retirement Accounts), when providing services under the Program, JPMS is a “fiduciary” as defined in Section 3(21)(A) of ERISA and/or Section 4975(e)(3)(B) of the IRC with respect to the assets of the retirement Accounts invested in the Program. Additionally, for retirement Accounts that invest in the Program with JPMPI as Sub-Adviser, JPMPI is a “fiduciary” as defined in Section 3(21)(A) of ERISA and/or Section 4975(e)(3)(B) of the IRC with respect to the assets that it manages in the Program. Retirement Accounts can be restricted from investing in Funds that have a certain relationship with J.P. Morgan. As a result, performance of such retirement Accounts would differ from non-retirement Accounts invested in the same Investment Strategy without such restrictions.

Each Fund’s adviser is solely responsible for the management of the Fund. JPMS, the Sub-Adviser and the manager solutions team cannot ensure that a given Investment Strategy’s investment objective will be attained. Sub-Adviser’s Discretionary Investment Process JPMPI is responsible for determining asset allocation, selecting, and monitoring Funds used for Investment Strategies and for determining portfolio construction and evaluating Investment Strategies on an ongoing basis. The Sub-Adviser’s approach is generally comparable to the approach to asset allocation, Fund and manager selection, and portfolio construction taken by the Wealth Management division of J.P. Morgan Asset & Wealth Management for Wealth Management’s Private Bank (PB) discretionary Accounts. 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.

Asset Allocation Process JPMPI is responsible for establishing and updating the overall strategic asset allocations for the Investment Strategies. Asset allocations are based on the firm’s long-term capital market assumptions as well as correlation between asset classes. Each Investment Strategy’s asset allocation mix is selected to have the appropriate level of risk and return for such Investment Strategy. This process includes several internal forums. These asset allocations generally are the overall basis for the process described below. The JPMPI personnel who perform these functions are shared with JPMCB, an affiliate of JPMS and the Sub-Adviser, and perform substantially similar services for other clients. The Sub-Adviser periodically reviews the Program composition, asset allocation, and performance of the Investment Strategies with JPMS. Research Process The Sub-Adviser uses research from the JPMPI manager solutions team to research, select, and monitor Funds. The manager solutions team is comprised of employees of JPMCB and other affiliates. Specialists on the manager solution team are supervised persons of JPMPI. The manager solutions team conducts due diligence of the Funds and Investment Strategies that are available for use in the Program and is responsible for researching and selecting funds as well as for subjecting them to a review process. The due diligence process is designed to subject both JPMPI and non-J.P. Morgan investment strategies to the same process however, the manager solutions team 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 the Sub-Adviser would not be able to invest all desired client assets in a particular non-J.P. Morgan Fund, the manager solutions team will likely recommend a J.P. Morgan Fund. The manager solutions team will begin the search process by defining an applicable universe of investment strategies, which typically will include J.P. Morgan managed strategies when there is one in the desired asset class. The manager solutions team utilizes both quantitative and qualitative assessments during its initial review process. The manager solutions team then recommends particular Funds to an internal governance committee, which is responsible for approving or rejecting them. The manager solutions team is also responsible for monitoring and re-evaluating approved Funds as part of its ongoing review process. Centralized Due Diligence JPMPI’s manager solutions and operational due diligence teams provide research on Funds. The “Qualitative Research Process” is used by the Program. An operational due diligence review is performed on Funds identified through the Qualitative Research Process. In the Qualitative Research Process, the manager solutions team conducts a qualitative analysis of Funds on an ongoing basis. The team reviews the portfolio manager’s organization, investment process, investment philosophy, and performance. As part of the due diligence process, JPMPI also applies an eligibility framework that establishes a sustainable investing minimum criteria for determining the universe of Funds and strategies to be considered for inclusion in JPMPI sustainable investing strategies, and conducts a periodic review to confirm the ongoing applicability of the designation of such Funds and strategies as JPMPI sustainable investing strategies. Funds may be removed from (or no longer be eligible for purchase in) the Program if they do not continue to meet these criteria. Initial Fund and Investment Strategy Review and Approval The internal governance committee approves or rejects new Funds to be made available for the Sub-Adviser to use in the Program. There can be Funds that are not available in the Program but that are available in other programs advised by JPMPI or its affiliates. The manager solutions and operational due diligence teams provide a formal presentation on prospective managed strategies to the governance forum for review. The Page 9 of 21

internal governance committee is expected to consider the same factors in its review and approval process for J.P. Morgan and non–J.P. Morgan managed strategies. These factors include, but are not limited to: (a) an analysis of the manager’s overall investment opportunity, (b) investment thesis, (c) track record, (d) performance, (e) terms of the vehicle, (f) reputational risk, (g) potential for conflicts of interest, and (h) regulatory issues. Portfolio Construction From the pool of strategies, the Sub-Adviser selects the combination of Funds that, in its view, fit each 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. 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 “Use of J.P. Morgan Funds and Potential Conflicts of Interest” below for more information on the use of J.P. Morgan Funds. Portfolio Implementation JPMPI provides portfolio implementation services for each individual client’s Program Account. Ongoing Review of Approved Funds and Investment Strategies Another internal governance committee is responsible for the ongoing monitoring and oversight of Funds as approved and available for the Program. 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 factors considered by the forum are expected to be the same for J.P. Morgan and non–J.P. Morgan managed strategies, as further described under “Research Process” above. In addition, the Sub-Adviser may be limited from making additional purchases of a Fund due to capacity considerations. The Sub-Adviser also can, for portfolio construction reasons, remove a Fund from the Program. A Fund that is on probation can be held in a client Account, but generally, the Sub-Adviser will not direct new purchases until the Fund is removed from probation. During the probation period, the manager solutions team and operational due diligence teams will continue to review the Fund. Generally, a Fund that is terminated will be sold in a client Account, and the Sub-Adviser will not direct new purchases of that Fund. If the Sub-Adviser removes a Fund from the Program, the assets held in client Accounts will be sold and replaced with another Fund that is approved for use in the Program without notice to clients. When evaluating a replacement Fund, the Sub-Adviser is expected to consider the same factors described above. Use of J.P. Morgan Funds and Potential Conflicts of Interest Investment Principles and Potential Conflicts of Interest Conflicts of interest will arise whenever J.P. Morgan has an actual or perceived economic or other incentive in its management of client Accounts to act in a way that benefits J.P. Morgan. Conflicts will result, for example (to the extent the following activities are permitted in a client’s Account): (1) when J.P. Morgan invests in an investment product, such as a Fund, managed by a J.P. Morgan affiliate, such as JPMIM or JPMPI; (2) when a J.P. Morgan entity obtains services, including trade execution and trade clearing, from a J.P. Morgan affiliate; (3) when J.P. Morgan receives payment as a result of purchasing an investment product for a client’s Account; or (4) when J.P. Morgan receives payment for providing services (including shareholder servicing, recordkeeping or custody) with respect to investment products purchased for a client’s Account. Other conflicts will result because of relationships that J.P. Morgan has with other clients or when J.P. Morgan acts for its own Account.

Investment strategies are selected from both J.P. Morgan and third-party asset managers and are subject to a review process by the manager solutions team. From this pool of strategies, J.P. Morgan portfolio construction teams select those strategies J.P. Morgan believes fit its asset allocation goals and forward-looking views in order to meet the Investment Strategy’s investment objective. Depending on the investments available in each Program, investment strategies are selected from both J.P. Morgan Funds and third-party asset managers and are subject to a review process by J.P. Morgan manager research teams. From this pool of investment strategies, J.P. Morgan portfolio construction teams select those investment strategies J.P. Morgan believes fit its asset allocation goals and forward-looking views in order to meet the investment objective of the Investment Strategy or portfolio. As a general matter, J.P. Morgan prefers J.P. Morgan managed strategies. J.P. Morgan expects the proportion of J.P. Morgan managed strategies will be high (in fact, up to 100 percent) in strategies, such as, for example, cash and high-quality fixed income, subject to applicable law and any Accountspecific considerations. J.P. Morgan may allocate a significant portion of the assets in the Program to J.P. Morgan Funds. That portion varies depending on market or other conditions. While J.P. Morgan’s internally managed investment strategies generally align well with J.P. Morgan’s forward-looking views, and J.P. Morgan is familiar with the investment processes as well as the risk and compliance philosophy of the J.P. Morgan, it is important to note that J.P. Morgan receives more overall fees when internally managed investment strategies are included. When J.P. Morgan selects J.P. Morgan Funds for client Program Accounts, J.P. Morgan receives a fee for managing the J.P. Morgan Funds. As such, J.P. Morgan will receive more total revenue when cash in a client’s Account is invested in J.P. Morgan Funds than if it was invested in third-party Funds. JPMS and JPMPI address this conflict through disclosure to clients and through the investment process described in Item 6. For important information about each J.P. Morgan Fund, including investment objectives, risks, charges, and expenses, clients can read each Fund’s prospectus carefully and consider all the information in it before investing. J.P. Morgan Funds and Third-Party Funds – Other Fees and Expenses All Funds have various internal fees and other expenses that are paid by managers or issuers of the Funds or by the Funds themselves, but that ultimately are borne by the investor. These fees and expenses are in addition to any fees paid to JPMS. J.P. Morgan may receive administrative and servicing fees for providing services to both J.P. Morgan Funds and third-party Funds that are held in a client’s Account. Refer to the discussion of “Share Classes Available in Program Investment Strategies” in Item 4 above for more information on the receipt of administrative and servicing fees. Clients should review the applicable prospectuses for Funds for more information about these fees and expenses. These payments may be made by sponsors of the Funds (including affiliates of J.P. Morgan), or by the Funds themselves, and may be based on the value of the Funds in the client’s Account. Funds or their sponsors may have other business relationships with J.P. Morgan outside of its portfolio management role or with its broker-dealer affiliates of J.P. Morgan, which may provide brokerage or other services that pay commissions, fees, and other compensation. J.P. Morgan Funds — Management Fees JPMPI or its affiliates may be sponsors or managers of Funds that J.P. Morgan purchases for Program Accounts. In such case, JPMPI or its affiliates may receive a fee for managing such Funds. As such, JPMPI and its affiliates will receive more total revenue when the client’s portfolio is invested in such Funds than when it is invested in third-party funds. JPMPI can allocate a portion of the assets in the Program to J.P. Morgan Funds. That portion varies depending on market or other conditions. The use of J.P. Morgan Funds, non–J.P. Morgan Funds and J.P. Morgan Money Market Funds in a client’s Account will depend on the client’s asset level, Page 10 of 21

reasonable restrictions placed by the client on the management of an Account, and other factors. Each client should review Account opening documentation, confirmations, and quarterly and annual statements for more information about the actual allocation in the client’s Account. The following chart shows the allocation of assets between J.P. Morgan and non-J.P. Morgan Funds by Fund type for each Investment Strategy (including applicable municipal fixed income and U.S.-focused strategies). Investment Strategy as of January 12, 2026

J.P. Morgan Funds

Non-J.P. Morgan Funds

J.P. Morgan Cash

Income

2%

97%

1%

Conservative

2%

97%

1%

Balanced

2%

97%

1%

Balanced ESG

0%

99%

1%

Growth

1%

98%

1%

Growth ESG

0%

99%

1%

Aggressive Growth

1%

98%

1%

Allocations shown here are illustrative only, do not necessarily represent actual use of J.P. Morgan Funds and non-J.P. Morgan Funds represented in any particular client’s Account, and can change without notice. JPMPI has full discretionary authority to select Funds and is not required to adhere to the illustrative allocations pictured here. Refer to Item 9, Section C for more information on Potential Conflicts of Interest. Risk of Loss Investing in securities involves risk of loss that clients should be prepared to bear. The investment performance and success of any particular investment cannot be predicted or guaranteed, and the value of a client’s investments will fluctuate due to market conditions and other factors. Investments are subject to various risks, including, but not limited to, market, liquidity, currency, economic and political risks, and will not necessarily be profitable. Past performance of investments is not indicative of future performance. Clients are urged to consult with their IAR to discuss the risks associated with the particular investment strategy or strategies, investments, and/or transactions recommended or effected for their Accounts). Material, Significant, or Unusual Risks Relating to the Program Set forth below is a summary of the material risk factors that are associated with the Program, its Investment Strategies and the types of investments used in the Program. This is a summary only. The information included in this Brochure does not include every potential risk associated with the financial planning process or with each Investment Strategy or Fund applicable to clients participating in the Program. The risk factors associated with the relevant Fund’s investment strategy are disclosed in the prospectus, offering memorandum or other materials of the Fund. Prospective investors should carefully read the relevant offering documents and consult with their own counsel and advisers as to all matters concerning investments in Funds. Clients should not rely solely on the descriptions provided below. Clients are urged to ask questions regarding risk factors applicable to a particular strategy or investment product by calling (800) 392-5749 and determine whether the Program is suitable for them in light of their specific circumstances and investment goals. Financial Planning Risks JPMS’ financial planning process is designed to provide an overview of your financial situation and to identify what steps, if any, may be helpful to meet your particular investment needs, goals, and other specific objectives. The planning process is based upon a projection of current and future investment returns and other variables, such as inflation and/or current tax rates, in order to compare your current asset allocation with a hypothetical

asset allocation. The financial plan is not a comprehensive financial plan, which would be a more detailed review of your overall financial situation and would cover a broader spectrum of needs, including insurance needs, tax planning, charitable gifting, estate planning, and long-term care. There is a risk that the financial plan, by not taking these needs into account, creates an inaccurate assessment of your financial situation. The financial plan is not intended to provide and should not be relied upon as providing accounting, legal, regulatory, or tax advice. The calculations and analyses presented in the financial plan are based, in part, on the information that you have provided to JPMS. JPMS has not verified, and is not responsible for, the accuracy or completeness of information you provide, including information regarding External Accounts. Information that you provide about your assets, risk tolerance and personal situation are key assumptions for the calculations and projections in the financial plan. Even small changes in assumptions can have a substantial impact on the results shown. Any information provided by you should be reviewed periodically and updated when either the information or your circumstances change. JPMS does not provide advice with respect to assets at other firms and is not responsible for any activity conducted in accounts at other firms. A “Monte Carlo” simulation is used to calculate the results that are shown in the financial plan. Such simulations are completed by running the calculation many times, each time using a different sequence of returns. Some sequences of returns will give you better results and some will give you worse results. These multiple trials provide a range of possible results; some trials may be successful (where you meet your goals) and others unsuccessful (where you do not meet your goals). The percentage of trials that were successful is the probability that your goals, with all the underlying assumptions, could be successful. The results using Monte Carlo simulations indicate the likelihood that an event may occur as well as the likelihood that it may not occur. Such an analysis does not take into account actual market conditions, which will affect the outcome of your goals. When reviewing your financial plan, it is important to keep in mind that projections or other information contained within a financial plan regarding the likelihood of various investment outcomes is hypothetical in nature, does not reflect actual investment results, and is not a guarantee of future results. The results shown will vary each time a financial plan is created and over time. General Portfolio Risks Many of the risks defined below apply to assets within Program Accounts. Refer to JPMPI’s ADV brochure (which can be obtained at the SEC’s website at adviserinfo.sec.gov) for additional disclosures regarding the risks associated with the Program and JPMPI’s role as Sub-Adviser. LIBOR Discontinuance. The London Interbank Offering Rate (LIBOR) was intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. After the global financial crisis, regulators globally determined that existing interest rate benchmarks should be reformed based on a number of factors, including that LIBOR and other interbank offering rates (IBORs) are no longer representative of the underling markets. New or alternative reference rates have since been used in place of LIBOR. Replacement rates that have been identified include the Secured Overnight Financing Rate (SOFR, which is intended to replace U.S. dollar LIBOR and measures the cost of U.S. dollar overnight borrowings collateralized by treasuries) and the Sterling Overnight Index Average rate (SONIA, which is intended to replace pound sterling LIBOR and measures the overnight interest rate paid by banks in the sterling market). Markets are slowly developing in response to these new rates. As a result of the benchmark reforms, publication of all LIBOR settings has ceased, and the Adviser and the Funds and accounts it manages have generally transitioned to successor or alternative reference rates as necessary. Although the transition process away from IBORs for most instruments has been completed, there is no assurance that any such alternative reference rate will be similar to or produce the same value or economic equivalence as LIBOR or that it will have the same volume or liquidity as did LIBOR prior to its discontinuance or replacement, all of Page 11 of 21

which may affect the value, volatility, liquidity, or return on certain of a Fund’s or other client Account’s loans, notes, derivatives, and other instruments or investments comprising some or all of a Fund’s or other client Account’s portfolio and result in costs incurred in connection with changing reference rates used for positions, closing out positions and entering into new trades. The transition from LIBOR to alternative reference rates may result in operational issues for a Fund or a client Account or their investments. Moreover, certain aspects of the transition from IBORs will rely on the actions of third-party market participants, such as clearing houses, trustees, administrative agents, asset servicers, and certain service providers; no assurances can be given as to the impact of the transition away from LIBOR on a Fund or other client Account or their investments. These risks may also apply with respect to changes in connection with other IBORs (e.g., Euribor) and a wide range of other index levels, rates and values that are treated as “benchmarks” and are the subject of recent regulatory reform. General Market Risk. Economies and financial markets throughout the world are becoming increasingly interconnected, which increases the likelihood that events or conditions in one country or region will adversely impact markets or issuers in other countries or regions. Securities in any one strategy may under perform in comparison to general financial markets, a particular financial market or other asset classes due to a number of factors, including inflation (or expectations for inflation), deflation (or expectations for deflation), interest rates, global demand for particular products or resources, market instability, debt crises and downgrades, U.S. government debt ceiling negotiations, embargoes, tariffs, sanctions and other trade barriers, supply chain disruptions, regulatory events, other governmental trade or market control programs, and related geopolitical events. The U.S. and other governments may renegotiate their global trade relationships and impose or threaten to impose significant import tariffs. The implementation of tariffs, trade restrictions, currency controls, or similar measures (including retaliatory actions) could result in price volatility and overall declines in U.S. and global investment markets. In addition, the value of a strategy's investments may be negatively affected by the occurrence of global events such as war, terrorism, environmental disasters, natural disasters or events, country instability, and infectious disease epidemics or pandemics, or the threat or potential of one or more such factors and occurrences. The effects of a global event to public health and business and market conditions may have a significant negative impact on the performance of the separately managed accounts (SMAs) and J.P. Morgan Fund investments; increase SMA and Fund volatility; exacerbate preexisting political, social, and economic risks to SMAs and J.P. Morgan Funds; and negatively impact broad segments of businesses and populations. In addition, governments, their regulatory agencies or self-regulatory organizations, have taken or may take actions in response to a global event that affect the instruments in which an SMA or J.P. Morgan Funds invests, or the issuers of such instruments, in ways that could have a significant negative impact on such account’s or Fund’s investment performance. The ultimate impact of any global event and the extent to which the associated conditions and governmental responses impact an SMA or J.P. Morgan Affiliated Fund will also depend on future developments, which are highly uncertain, difficult to accurately predict and subject to frequent changes. Regulatory Risk. There have been legislative, tax, and regulatory changes and proposed changes that may apply to the activities of JPMS that may require legal, tax, and regulatory changes, including requirements to provide additional information pertaining to a client Account to the Internal Revenue Service (IRS) or other taxing authorities. Regulatory changes and restrictions imposed by regulators, self-regulatory organizations, and exchanges vary from country to country and may affect the value of client investments and their ability to pursue their investment strategies. Any such rules, regulations and other changes, and any uncertainty in respect of their implementation, may result in increased costs, reduced profit margins, and reduced investment and trading opportunities, all of which would negatively impact performance.

Valuation Risk. The net asset value of a portfolio as of a particular date may be materially greater than or less than its net asset value that would be determined if a portfolio’s investments were to be liquidated as of such date. For example, if a portfolio was required to sell a certain asset or all or a substantial portion of its assets on a particular date, the actual price that a portfolio would realize upon the disposition of such asset or assets could be materially less than the value of such asset or assets as reflected in the net asset value of a portfolio. Volatile market conditions could also cause reduced liquidity in the market for certain assets, which could result in liquidation values that are materially less than the values of such assets as reflected in the net asset value of a portfolio. Volatility Risk. The prices of a portfolio’s investments can be highly volatile. Price movements of assets are influenced by, among other things, interest rates, general economic conditions, the condition of the financial markets, developments or trends in any particular industry, the financial condition of the issuers of such assets, changing supply and demand relationships, programs and policies of governments, and national and international political and economic events and policies. Risks Associated with the Use of Artificial Intelligence (AI) Tools. JPMS relies on programs and systems that utilize AI, machine learning, probabilistic modeling, and other data science technologies (AI Tools). AI Tools are highly complex and may be flawed, hallucinate, reflect biases included in the data on which such tools are trained, be of poor quality, lack transparency, infringe on the intellectual property rights of others, or be otherwise harmful. As a result, there could be a negative impact to JPMS or on the performance of a client Account or a Fund. J.P. Morgan typically incorporates human oversight including through the standards and policies that define the governance framework, to reduce the risk of acting on potentially defective outputs. AI Tools present Data Sources Risk and Cybersecurity Risk (as described below). The U.S. and global legal and regulatory environment relating to the use of AI Tools is uncertain and rapidly evolving, and could require changes in the Adviser’s implementation of AI Tools and increase compliance costs and the risk of non-compliance. Furthermore, JPMS uses AI Tools developed by third parties, and JPMS may have limited visibility over the accuracy and completeness of such AI Tools. Data Sources Risk. Although JPMS obtains data, including alternative data, and information from third-party sources that it considers to be reliable, JPMS does not warrant or guarantee the availability, accuracy, timeliness, and/or completeness of any data or information provided by these sources. JPMS has controls for certain data, that, among other things, consider the representations of such third parties with regard to the provision of data in compliance with applicable laws. JPMS does not make any express or implied warranties of any kind with respect to such third-party data. JPMS shall not have any liability for any errors or omissions in connection with any data obtained from third-party sources. JPMS often uses data feeds from a number of sources. If such data feeds or formats become corrupted, compromised, or discontinued in any material manner, or become undeliverable or inaccessible in a timely manner, the tool utilizing the data will be unable to properly function or their operation may be adversely impacted. The tools’ ability to use the data may also be adversely impacted by any change in the format of data delivered or acquired by the tool. The timeliness and quality of a third party’s data may be compromised for a variety of reasons, some of which are outside of the control of JPMS and the third-party data provider. A tool’s ability to process data may also be adversely affected if JPMS experiences any disruptions to its computing resources or network connections, including disruption of cloud-based computing resources. Cybersecurity Risk. As the use of technology has become more prevalent in the course of business, J.P. Morgan has become more susceptible to operational and financial risks associated with cybersecurity, including: theft, loss, misuse, fraud, improper release, corruption and destruction of, or unauthorized access to confidential, personal, or highly restricted data relating to J.P. Morgan and its clients; and compromises or failures to systems, networks, devices and applications, including, but not limited to, AI Tools and cloud-based computing resources relating to the operations of Page 12 of 21

J.P. Morgan and its service providers. Cybersecurity risks can result in financial losses to J.P. Morgan and its clients; the inability of J.P. Morgan to transact business with its clients; delays or mistakes in materials provided to clients; the inability to process transactions with clients or other parties; violations of privacy and other laws; regulatory fines, penalties, and reputational damage; and compliance and remediation costs, legal fees, and other expenses. J.P. Morgan’s service providers (including any subadvisers, administrator, transfer agent, and custodian or their agents), financial intermediaries, companies in which the client Accounts and Funds invest, and parties with which J.P. Morgan engages in portfolio or other transactions also may be adversely impacted by cybersecurity risks in their own businesses, which could result in losses to J.P. Morgan or its clients. While measures have been developed which are designed to reduce the risks associated with cybersecurity, there is no guarantee that those measures will be effective, particularly since J.P. Morgan does not directly control the cybersecurity defenses or plans of its service providers, financial intermediaries and companies in which they invest or with which they do business. Use of AI Tools may lead to increased risks of cyberattacks or data breaches and the ability to launch more automated, targeted and coordinated attacks due to the vulnerability of AI technology to cybersecurity threats. Intellectual Property and Technology Risks Involved in International Operations. There can be risks to technology and intellectual property that can result from conducting business outside the United States. This is particularly true in jurisdictions that do not have comparable levels of protection of corporate proprietary information and assets, such as intellectual property, trademarks, trade secrets, know-how, and customer information and records. As a result, JPMS and its funds can be more susceptible to potential theft or compromise of data, technology and intellectual property from a myriad of sources, including direct cyber intrusions or more indirect routes, such as companies being required to compromise protections or yield rights to technology, data or intellectual property in order to conduct business in a foreign jurisdiction. Risks That Apply Primarily to ESG/Sustainable Investing Strategies To the extent a client desires to invest in strategies that incorporate ESG considerations or sustainable investing, those strategies can include additional risks. ESG or sustainable investing strategies (together, ESG Strategies), including ESG SMAs and Funds can limit the types and number of investment opportunities and, as a result, could underperform other strategies that do not have an ESG or sustainable focus. ESG Strategies can follow different approaches. For example, some ESG Strategies select companies based on positive ESG characteristics while others may apply screens in order to exclude particular sectors or industries from a portfolio. Certain strategies focusing on a particular theme or sector can be more concentrated in particular industries that share common characteristics and are often subject to similar business risks and regulatory burdens. Because investing on the basis of ESG/sustainability criteria can involve qualitative and subjective analysis, there can be no assurance that the methodology utilized by or determinations made by an investment manager will align with the beliefs or values of the client. Additionally, other investment managers and investment advisers, including JPMIM, can have a different approach to ESG or sustainable investing and can offer ESG Strategies that differ from the ESG Strategies offered by J.P. Morgan with respect to the same theme or topic. When evaluating investments, an investment manager is dependent upon information and data that might be incomplete, inaccurate, or unavailable, which could cause the manager to incorrectly assess an investment’s ESG or sustainable attributes. In making investment decisions, J.P. Morgan uses data and information, including, but not limited to, industry classifications, industry grouping, ratings, scores, and issuer screening provided by third-party data providers or by a J.P. Morgan affiliated service provider. J.P. Morgan does not review, guarantee, or validate any third-party data, ratings, screenings, or processes. Such data and information will not have been validated by J.P. Morgan and can therefore be incomplete or erroneous.

ESG and sustainable investing are not uniformly defined concepts, and scores or ratings may vary across data providers that use similar or different screens based on their process for evaluating ESG characteristics. Investments identified by J.P. Morgan as demonstrating positive ESG characteristics might not be the same investments identified by other investment managers in the market that use similar ESG screens or methodologies. In addition, investments identified as demonstrating positive ESG characteristics at a particular point in time might not exhibit positive or favorable ESG characteristics across all relevant metrics or methodologies or on an ongoing basis. ESG or sustainable investing practices differ by asset class, country, region, and industry and are constantly evolving. As a result, a company’s ESG or sustainability-related practices and the IAR’s assessment of such practices could change over time. The ESG or sustainable solutions offered by J.P. Morgan meet our internally developed criteria for inclusion in the ESG Strategies available to clients, which, where applicable, take into account ESG or sustainable investing regulations. As part of the due diligence process, the manager solutions team of JPMPI or its affiliates applies an ESG eligibility framework that establishes a sustainable investing minimum criteria for determining the universe of Funds and strategies offered to our clients. Strategies that satisfy our ESG eligibility criteria also are subject to the same due diligence and performance review process as all other strategies. Accordingly, these strategies can be selected by JPMPI, in its discretion and as appropriate, for inclusion in any client portfolio. The evolving nature of sustainable finance regulations and the development of jurisdiction-specific legislation setting out the regulatory criteria for a “sustainable investment” or “ESG” investment mean that there is likely to be a difference in the regulatory meaning of such terms. This is already the case in the European Union where, for example, under the Sustainable Finance Disclosure Regulation (EU) (2019/2088) (SFDR), certain criteria must be satisfied in order for an investment to be classified as a “sustainable investment.” Unless otherwise specified and where permitted by applicable law, any references to “sustainable investing” or “ESG” in this material are intended as references to our internally developed criteria only and not to any jurisdiction-specific regulatory definition. Category Restrictions and Exclusions Risks Restrictions and exclusions can affect the investment manager’s ability to make investments or take advantage of opportunities that may be available to clients that do not choose similar restrictions and, as a result, investment performance could suffer. In order to implement category restrictions, J.P. Morgan may rely on information about a company, industry classification, industry grouping and/or issuer screening provided by J.P. Morgan, an affiliated service provider or a third party. Category restrictions aim to screen companies that engage in certain behaviors or with revenue derived from a restricted category; however, they do not exclude all companies with any tie or revenue derived from such restricted category. If a client holds an investment that is perceived to belong to the restricted category, such security will be sold and could trigger a taxable event for that client. Third-party managers or programs may apply category restrictions differently than J.P. Morgan or its affiliates and use different data, data providers, and methodologies; therefore, the selection of restricted securities and the number of restricted securities may differ in the same category. Category restrictions require assumptions, opinions and the subjective judgement of a data provider that might not reflect J.P. Morgan’s views or values and/or the views or values of the client. Furthermore, use of a particular data source from an organization does not mean that J.P. Morgan endorses all the activities of that organization. Additionally, data providers will have conflicts of interest when receiving compensation from or providing services to companies that use or obtain their ratings. J.P. Morgan does not review, guarantee, or validate any third-party data, ratings, screenings, or processes. Moreover, issuer screenings and processes to implement category restrictions are not absolute and may Page 13 of 21

change at any time, including, but not limited to, changes to industry sector definitions, parameters, ownership categories, revenue calculations, and estimations that could result in the portfolio holding investments in companies that derive revenue from the restricted category. If there is a change in the screening methodology or processes used to implement category restrictions, it could lead to trading in the Account, which could trigger a taxable event. The application of category restrictions varies by asset class. Restrictions are not available for all strategies, and J.P. Morgan can reject a restriction if it deems the restriction to be unreasonable or not in line with the strategy. The number of restrictions that a client can select are limited based on the potential impact to the applicable Investment Strategy and potential deviation from the Investment Strategy. For client Accounts that can hold Funds, clients cannot prohibit or restrict JPMPI from investing in specific securities or types of securities that are held within any Fund. Category restrictions will not be applied to strategies that invest only in Funds, nor will they be applied to investments made by Funds, so it is possible that client restrictions would not have any practical effect on an Account comprised primarily of Fund investments. Risks That Apply Primarily to Equity Investments Equity Securities Risk. Investment Strategies that invest in equity securities (such as stocks) will be more or less volatile and carry more risks than some other forms of investment. The price of equity securities may rise or fall because of changes in the broad market or changes in a company’s financial condition, sometimes rapidly or unpredictably. These price movements may result from factors affecting individual companies, sectors, or industries selected for a portfolio or the securities market as a whole, such as changes in economic or political conditions. Equity securities are subject to “stock market risk” meaning that stock prices in general (or in particular, the prices of the types of securities in which an account or a Fund invests) may decline over short or extended periods of time. When the value of an Account or the Fund’s securities goes down, your investment in that Fund decreases in value. Growth Investing Risk. Growth investing attempts to identify companies that the IAR or Portfolio Manager believes will experience rapid earnings growth relative to value or other types of stocks. The value of these stocks generally is much more sensitive to current or expected earnings than stocks of other types of companies. Short-term events, such as a failure to meet industry earnings expectations, can cause dramatic decreases in the growth stock price compared to other types of stock. Growth stocks generally trade at higher multiples of current earnings compared to value or other stocks, leading to inflated prices and thus potentially greater declines in value. Value Investing Risk. Value investing attempts to identify companies that, according to the IAR or Portfolio Manager’s estimate of the company’s true worth, are undervalued or attractively valued. An IAR or Portfolio Manager selects stocks at prices that it believes are temporarily low relative to factors such as the company’s earnings, cash flow, or dividends. A value stock can decrease in price or not increase in price as anticipated by the IAR or Portfolio Manager if other investors fail to recognize the company’s value or the factors that the IAR or Portfolio Manager believes will cause the stock price to increase do not occur. Smaller Companies Risk. Certain Investment Strategies or Portfolio Managers may invest in securities of smaller companies. Investments in smaller companies are generally riskier than investments in larger companies. The securities of smaller companies may trade less frequently and in smaller volumes than securities of larger companies. Securities of smaller companies tend to be less liquid than securities of larger companies. In addition, small companies are generally more vulnerable to economic, market, and industry changes. As a result, the changes in value of their securities may be more sudden or erratic than in large capitalization companies, especially over the short term. Because smaller companies may have limited product lines, markets, or financial resources, or may depend on a few key employees, they may be more susceptible to particular economic events or competitive factors than large-capitalization

companies. This may cause unexpected and frequent decreases in the value of an investment. Finally, emerging companies in certain sectors may not be profitable and may not realize earning profits in the foreseeable future. Equity Investment Conversion Risk. A non-equity investment, such as a convertible debt obligation, may convert to an equity security. Alternatively, equity securities may be acquired in connection with a restructuring event related to non-equity investments. An investor may be unable to liquidate the equity investment at an advantageous time from a pricing standpoint.

Tax Risks and Risks That Apply to Tax-Aware or Tax-Harvesting and TaxManaged Strategies Account transactions may give rise to tax liability for which a client is responsible. Funds may make large distributions of income and capital gains to investors at various times in a calendar year, and the client will be liable for taxes on such distributions without regard to the date of the client’s investment in a portfolio. Tax Harvesting will cause your Account holdings to differ from those accounts that do not utilize Tax Harvesting, and therefore your Account performance will differ. There is no guarantee that Tax Harvesting will perform as expected or that specific benefits will be obtained for any particular client. The implementation of Tax Harvesting may have an adverse effect on investment performance and result in adverse tax consequences, including, but not limited to, gains derived from the sale of the security held during the wash sale period. Furthermore, the tax consequences of Tax Harvesting may be challenged by the Internal Revenue Service or any other tax authority. Neither JPMPI nor its representatives or affiliates offer tax or accounting advice or services and the client should not solicit or rely upon any such advice from them. J.P. Morgan and its affiliates do not provide tax advice and clients should consult with their tax professional with respect to the impact of Tax Harvesting and the federal, state, and local tax consequences of investing in any portfolio, including, without limitation, the potential application and impact of Section 1091 of the Internal Revenue Code of 1986, as amended, and the corresponding Treasury regulations (the wash sale rules) with respect to their portfolio and their accounts with or outside of J.P. Morgan. The client is responsible for complying with all applicable tax rules, including, but not limited to, the wash sale rules, and the client is responsible for all tax consequences attributable to the disallowance of any losses under the wash sale rules. Furthermore, certain investments may generate unwanted excise taxes, income taxes, and penalties under the Internal Revenue Code of 1986, as amended, any or all of which may affect the client’s return on investment and, if applicable, a client’s tax-exempt status. Tax Harvesting As part of its investment management services, J.P. Morgan has the ability to sell certain investments at a gain or loss to potentially offset a client’s tax liability at its discretion. Tax Harvesting generally entails a repurchase of the sold security after the “wash sale” (i.e., 30-day) period. Generally, under the wash sales rules, if a client sells a security for a loss and then repurchases the same (or a substantially identical) security either 30 days before or 30 days after the date of the sale, the loss is disallowed. The wash sale rules apply to transactions in not only that Account but also to transactions in all other accounts held by the client, the client’s spouse and certain entities controlled by them (related parties), whether those accounts are held with JPMS or its affiliates or other financial institutions. JPMPI will only monitor for wash sales in your Account and will not consider trading activity or otherwise monitor for wash sales in other securities accounts held by the client and its related parties. It is the client’s responsibility to comply with the wash sale rules with respect to all such accounts. Page 14 of 21

Assets will generally be invested in Funds during the wash sale period. Funds are investment companies and have certain embedded costs, including portfolio management fees, of which the client will bear a proportionate share while invested in the Fund. Such costs are in addition to other advisory or management fees charged to the client. The client is responsible for understanding the merits and consequences of Tax Harvesting. Tax-Managed Strategies. There are risks and limitations associated with any tax-aware or tax-managed strategies (each such strategy, a TaxManaged strategy), and these limitations may result in tax-inefficient trades and wash sales. Tax management is not tax advice and may not achieve the intended results. Although a Tax-Managed strategy may reduce a client’s taxable income, it will not eliminate it. A Tax-Managed strategy may require trade-offs that reduce pre-tax income. Managing a strategy to maximize after-tax returns may also potentially have a negative effect on a strategy’s performance. To the extent tax consequences are considered in managing a strategy, the strategy’s or Fund’s pre-tax performance may be lower than that of a similar strategy that is not tax managed.

becomes materially incorrect, such as in the event that the client selects a new Investment Strategy or changes their investment restrictions.

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.

2)

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 and the calculation of fees was not rebalancing certain accounts due to technology upgrades by the vendor. Similarly, the vendor had converted to a new billing platform that caused billing errors that went undetected. JPMS paid total restitution of $4,620,140 to impacted customers and provided substantial assistance to FINRA by proactively undertaking an extensive lookback concerning its complex and systemic failures and reporting related findings on an ongoing basis. Without admitting or denying the findings, JPMS consented to the sanctions and to the entry of findings that it failed to establish and maintain a system and procedures reasonably designed to monitor and evaluate the performance of the vendor that handled certain functions on behalf of the Firm.

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

REITs Risk. The value of real estate securities in general, and REITs in particular, are subject to similar risks as direct investments in real estate and mortgages, and their value will be influenced by many factors including the value of the underlying properties or the underlying loans or interests. The underlying loans may be subject to the risks of default or of prepayments that occur later or earlier than expected and such loans may also include so-called "subprime" mortgages. The value of these securities will rise and fall in response to many factors, including economic conditions, the demand for rental property, interest rates and, with respect to REITs, the management skill and creditworthiness of the issuer. In particular, the value of these securities may decline when interest rates rise and will also be affected by the real estate market and by the management of the underlying properties. There is no public trading market for private or public non-traded REITs; therefore, such REITs may be more volatile and/or more illiquid than publicly traded REITs and other types of equity securities. Offsets for Retirement Accounts Holding J.P. Morgan Funds If a Program Account owned by an IRA, or other client that is a qualified retirement plan subject to the prohibited transaction provisions of Section 4975 of the IRC, holds any J.P. Morgan Funds, the actual amount of the J.P. Morgan Funds’ underlying fees paid to J.P. Morgan and associated with Program Account assets will be offset against the Advisory Fee. Refer to “Offset of Certain Fees to IRAs and Certain Other Retirement Accounts” in Item 4 above. Prospectus Delivery A discretionary investment adviser can receive prospectuses and other issuer-related materials on behalf of a client for any Funds in a client’s Account with client authorization. JPMS or JPMPI, as a client’s agent, will have access to the prospectuses and issuer-related materials and relies upon them to make Fund investments on the client’s behalf; however, clients will no longer receive such prospectuses or issuer-related materials directly, but can access them via the issuer’s website or request copies from JPMS at any time. Prospectuses and issuer-related materials contain important information and detailed descriptions of additional fees and expenses, investment minimums, risk factors and conflicts of interest disclosures as well as client’s rights, responsibilities and liabilities with respect to such investments. Additionally, this Brochure contains other general information regarding fees and expenses, risk factors, and conflicts of interest. ITEM 7 — CLIENT INFORMATION PROVIDED TO SUB-ADVISER JPMS provides to JPMPI a summary of client information relevant to JPMPI’s 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. That information is updated if it

Disciplinary Information

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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)

5)

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. 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 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)

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.

7)

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 Investment Advisers Act of 1940 (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.

K.

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 IARs 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.

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L.

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 and JPMPI. Among other things, there are financial incentives for JPMS, 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 and JPMPI generally is directly or indirectly related to the financial performance of J.P. Morgan. Affiliated Fund Advisors 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 Program Accounts are invested in J.P. Morgan Funds than they would receive if the Program Accounts were invested in non–J.P. Morgan Funds, JPMS has a conflict of interest when Program Accounts are invested in J.P. Morgan Funds. The use of an affiliated Sub-Adviser in the Program is also a benefit to JPMS and its affiliates since it increases the overall revenue of affiliates of JPMS and their parent company. JPMS addresses this conflict through disclosure and subjecting the J.P. Morgan Funds and non-J.P. Morgan Funds to the investment process described in Item 6 above. Refer to “Use of J.P. Morgan Funds and Potential Conflicts of Interest” in Item 6 above for more information on the use of J.P. Morgan Funds. Securities Allocations and Limitations JPMS is part of a large financial services firm. In connection with providing investment advisory services to its clients, JPMS uses the products or services of its affiliates or other related persons, as described both above and below. JPMS and/or its affiliates can receive more compensation from certain Accounts that use strategies similar to those used by Program Accounts (Similar Accounts) than it or its affiliates receive from Program Accounts. JPMS or its affiliates have a conflict of interest to the extent that JPMS or an affiliate has a proprietary investment in Similar Accounts, JPMS,’ and/or its affiliates’ Portfolio Managers have personal investments in Similar Accounts, or the Similar Accounts are investment options in JPMS’ or its affiliates’ employee benefit plans. JPMS and its affiliates maintain certain investment limitations on the positions in securities (including Funds), or other financial instruments, that JPMS or its affiliates will take on behalf of its various clients due to, among other things: (i) liquidity concerns; (ii) regulatory requirements applicable to JPMS or its affiliates; and (iii) internal policies related to such concerns or requirements, in light of the management of multiple portfolios and businesses by JPMS and its affiliates. Such policies preclude JPMS or its affiliates from purchasing certain securities for clients and can cause JPMS to sell certain securities held in client Accounts. Potential conflicts of interest can arise with both the aggregation and allocation of securities transactions and allocation of investment opportunities because of market factors or investment restrictions imposed upon JPMS and its affiliates by law, regulation, contract, or internal policies. Allocations of aggregated trades, particularly trade orders that were only

partially completed due to limited availability and allocation of investment opportunities generally, could raise a potential conflict of interest as JPMS or its affiliates can have an incentive to allocate securities that are expected to increase in value to favored Accounts. JPMS mitigates this conflict by using equitable guidelines adopted by JPMS and affiliates to allocate trade orders among Program Accounts. A potential conflict of interest also can arise if transactions in one Account closely follow related transactions in a different Account, such as when a purchase increases the value of securities previously purchased by another Account or when a sale in one Account lowers the sale price received in a sale by a second Account. Distribution and Other Fees and Revenue Sharing JPMS receives distribution fees from certain Funds pursuant to Rule 12b-1 under the Investment Company Act of 1940. If JPMS receives 12b-1 fees on load-waived Class A shares, it will credit these fees to the client’s Program Account. JPMS, directly or indirectly, receives servicing or administrative fees for certain Funds that are held in a client’s Account. Refer to the discussion of “Share Classes” in Item 4 above for more information on the receipt of administrative and servicing fees. In addition, JPMS’ affiliates receive licensing fees for their indices used by unaffiliated ETFs or other product sponsors. JPMS has negotiated revenue sharing arrangements with a number of Fund and Fund families. Some of these mutual funds are available in the Programs, and JPMS will receive additional revenue on either the Fund assets in Program Accounts or on the initial purchase of these Funds. Some of the Funds make revenue sharing payments to JPMS for Funds held in brokerage Accounts for which JPMS does not provide investment advisory services. Additional information about these arrangements is available at jpmorgan.com/TheGuide. IARs are not compensated from JPMS’ receipt of shared revenues received from Funds. J.P. Morgan’s Use and Ownership of Trading Systems JPMS may effect trades on behalf of Program Accounts through exchanges, electronic communications networks, alternative trading systems and similar execution systems and trading venues (collectively, Trading Systems), including Trading Systems in which J.P. Morgan has a direct or indirect ownership interest. J.P. Morgan will receive indirect proportionate compensation based upon its ownership percentage in relation to the transaction fees charged by such Trading Systems in which it has an ownership interest. Such Trading Systems (and the extent of J.P. Morgan’s ownership interest in any Trading System) may change from time to time. Ownership Interest in J.P. Morgan Stock Certain unaffiliated asset management firms (each, an unaffiliated asset manager) through their Funds and SMAs currently hold a 5% or more ownership interest in J.P. Morgan publicly traded stock. Ownership interests in this range or of greater amounts present a conflict of interest when J.P. Morgan purchases publicly traded securities of the unaffiliated asset manager or the SMAs or Funds that are managed or advised by the asset manager on behalf of client Accounts or J.P. Morgan Affiliated Funds. J.P. Morgan does not receive any additional compensation for client Accounts' or J.P. Morgan Affiliated Funds' investments in publicly traded securities or funds of an unaffiliated asset manager as a result of its ownership interest in JPMC stock. J.P. Morgan monitors ownership interests in J.P. Morgan for regulatory purposes and to identify and mitigate actual and perceived conflicts of interest. As of February 26, 2025, the Vanguard Group, Inc. and BlackRock, Inc. hold more than a 5% interest in J.P. Morgan. Payment for Order Flow JPMS does not receive payment for order flow from market makers for customer orders in equity securities. JPMS receives rebates from and pays fees to some registered securities exchanges for providing or taking liquidity on those exchanges, according to those exchanges’ published fee schedules approved by the SEC. Alternative trading systems also charge fees and, in some cases, pay rebates for the provision or removal of Page 17 of 21

liquidity. In addition, JPMS receives marketing fees from options exchanges under marketing fee programs sponsored by some exchanges. Under some circumstances, the amount received by JPMS from a trading center over a period of time may exceed the amount that JPMS is charged by a trading center. These practices are one of many factors that may impact routing decisions and do not alter JPMS’ policy to route customer orders in securities to the trading centers where it believes customers will receive the best execution, taking into account, among other factors, price, transaction cost, volatility, reliability, market depth, and speed. Affiliates of JPMS have ownership interests in some trading centers. Accordingly, JPMS stands to share in any profits that these trading centers earn from the execution of JPMS customer orders on those trading centers. Additional information on the material aspects of JPMS’ relationships with the primary trading centers to which JPMS routes, including descriptions of arrangements for payment for order flow and profit-sharing relationships, is available in JPMS’ SEC Rule reports at jpmorgan.com/OrderExecution. J.P. Morgan’s Use of Index Products JPMS or one of its affiliates may develop or own and operate stock market and other indices based on investment and trading strategies developed by JPMS or its affiliates or assist unaffiliated entities in creating indices that are tracked by certain ETFs utilized by JPMS or an affiliate. Some of the J.P. Morgan ETFs seek to track the performance of certain of these indices. In addition, JPMS and its affiliates may manage client Accounts which track the same indices used by the J.P. Morgan ETFs or which may be based on the same, or substantially similar, strategies that are used in the operation of the indices and the J.P. Morgan ETFs. The operation of the indices, the J.P. Morgan ETFs, and the client Accounts in this manner may give rise to potential conflicts of interest. For example, client Accounts that track the same indices used by the J.P. Morgan ETFs may engage in purchases and sales of securities relating to index changes at a time different to the implementation of index updates or as of which the J.P. Morgan ETFs engaging in similar transactions because the client Accounts may be managed and rebalanced on an ongoing basis, whereas the J.P. Morgan ETFs’ portfolios are only rebalanced on a periodic basis corresponding with the rebalancing of an index. These differences may result in the client Accounts having more or less favorable performance relative to that of the index and the J.P. Morgan ETFs or other client Accounts that track the index. Furthermore, J.P. Morgan may, from time to time, manage client Accounts that invest in these J.P. Morgan ETFs. Other potential conflicts include the potential for unauthorized access to index information, allowing index changes that benefit JPMS or other client Accounts and not the investors in the J.P. Morgan ETFs. JPMS and its affiliates have established certain information barriers and other policies to address the sharing of information between different businesses within JPMS and its affiliates, including with respect to personnel responsible for coordinating the development and governance of the indices and those involved in decisionmaking for the J.P. Morgan ETFs. Other Compensation from ETFs Certain ETFs in which Account assets may be invested in for the Program may execute transactions for their portfolios through JPMS or an affiliate as broker-dealer, and JPMS or an affiliate may receive traditional brokerage compensation and fees from the ETFs in connection with these transactions. Such compensation presents a conflict of interest between JPMS and Program clients because JPMS may have a financial incentive to invest Program Account assets in such ETFs: (1) in the hope or expectation that increasing the amount of assets invested with the ETFs will increase the number and/or size of transactions placed by the ETFs for execution by JPMS or an affiliate or other related person, and thereby result in increased compensation to JPMS and its affiliates and other related persons in the aggregate; and (2) to benefit the ETFs and thereby preserve and foster valuable brokerage relationships with the ETFs. JPMorgan Chase Bank, N.A. JPMCB is a national banking association affiliated with JPMS and is subject to supervision and regulation by the U.S. Department of Treasury's Office

of the Comptroller of the Currency. JPMCB provides investment management, trustee, custody, and other services to both institutional and non-institutional clients. Refer to Item 4 for additional conflicts of interest and other information relating to the sweep Deposit Account. J.P. Morgan Acting in Multiple Commercial Capacities J.P. Morgan is a diversified financial services firm that provides a broad range of services and products to its clients and is a major participant in the global currency, equity, commodity, fixed income, and other markets in which JPMS client Accounts invest. J.P. Morgan is typically entitled to compensation in connection with these activities, and the Program clients will not be entitled to any such compensation. In providing services and products to clients other than JPMS’ clients, J.P. Morgan from time to time faces conflicts of interest with respect to activities recommended to or performed for JPMS clients on one hand and for J.P. Morgan’s other clients on the other hand. For example, J.P. Morgan has, and continues to seek to develop, banking and other financial and advisory relationships with numerous U.S. and non-U.S. persons and governments. J.P. Morgan also advises and represents potential buyers and sellers of businesses worldwide. JPMS client Accounts have invested in, and in the future may invest in, such entities represented by J.P. Morgan or with which J.P. Morgan has a banking, advisory or other financial relationship. In addition, certain clients of J.P. Morgan, including JPMS clients, invest in entities in which J.P. Morgan holds an interest, including a J.P. Morgan Fund or J.P. Morgan ETF. In providing services to its clients and as a participant in global markets, J.P. Morgan from time to time recommends or engages in activities that compete with or otherwise adversely affect a JPMS client Account or its investments. It should be recognized that such relationships can preclude JPMS’ clients from engaging in certain transactions and can also restrict investment opportunities that would otherwise be available to JPMS clients. For example, J.P. Morgan is often engaged by companies as a financial adviser, or to provide financing or other services, in connection with commercial transactions that are potential investment opportunities for JPMS’ clients. There are circumstances in which advisory accounts are precluded from participating in such transactions as a result of J.P. Morgan’s engagement by such companies. J.P. Morgan reserves the right to act for these companies in such circumstances, notwithstanding the potential adverse effect on JPMS’ clients. In addition, J.P. Morgan derives ancillary benefits from providing investment advisory, custody, administration, prime brokerage, transfer agency, fund accounting, and shareholder servicing, and other services to JPMS’ clients. Providing such services to JPMS’ clients enhances J.P. Morgan’s relationships with various parties, facilitates additional business development, and enables J.P. Morgan to obtain additional business and generate additional revenue. The following are descriptions of certain additional conflicts of interest and potential conflicts of interest that are associated with the financial or other interests that JPMS and J.P. Morgan have in transactions effected by, with or on behalf of its clients. In addition to the specific mitigants described further below, JPMS 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 prohibited by law and are conducted under an available exception. J.P. Morgan or JPMS’ related persons provide financial, consulting, investment banking, advisory, brokerage (including prime brokerage) and other services to, and receive customary compensation from, an issuer of equity or debt securities held by client Accounts. Any fees or other compensation received by J.P. Morgan in connection with such activities will not be shared with the Program clients or used to offset fees charged to Program 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. Additionally, from time to time, directors, officers, and employees of JPMC serve on the board of directors or hold another senior position with a corporation, investment fund manager, or other institution that may desire Page 18 of 21

to sell an investment to, acquire an investment from, or otherwise engage in a transaction with, JPMS clients. The presence of such persons in such circumstances may require the relevant person to recuse themselves from participating in a transaction or cause JPMS, a corporation, investment fund manager, or other institution to determine that it (or its client) is unable to pursue a transaction because of a potential conflict of interest. In such cases, the investment opportunities available to JPMS clients and the ability of such clients to engage in transactions or retain certain investments or assets will be limited. J.P. Morgan’s Policies and Regulatory Restrictions Affecting Client Accounts As part of a global financial services firm, JPMS will be precluded from effecting or recommending transactions in certain client accounts and will restrict its investment decisions and activities on behalf of its clients due to applicable law, regulatory requirements, other conflicts of interest, information held by J.P. Morgan, J.P. Morgan’s roles in connection with other clients and in the capital markets, J.P. Morgan’s internal policies and/or potential reputational risk. As a result, client accounts managed by JPMS may be precluded from acquiring, or disposing of, certain securities or instruments at any time. This includes the securities issued by J.P. Morgan. Potential conflicts of interest may also arise as a result of JPMS’ current policy to seek to manage its clients’ accounts so that the various requirements and liabilities imposed pursuant to Section 16 of the Securities Exchange Act of 1934 (Section 16 and the Exchange Act, respectively) are not triggered. Section 16 applies to, among other things, “beneficial owners” of 10% or more of any security subject to reporting under the Exchange Act. In addition to certain reporting requirements, Section 16 also imposes on such “beneficial owner” a requirement to disgorge of “short-swing” profits derived from the purchase and sale or sale and purchase of the security, executed within a 6-month period. JPMPI may be deemed to be a “beneficial owner” of securities held by its advisory clients. Consequently, and given the potential ownership level of the various accounts and Funds managed for its clients, JPMS may limit the amount, or alter the timing, of purchases of securities in order not to trigger the foregoing requirements. As a result, certain contemplated transactions that otherwise would be consummated by JPMS on behalf of its clients will not take place, will be limited in their size, or will be delayed. Furthermore, J.P. Morgan has adopted policies and procedures reasonably designed to ensure compliance with economic and trade sanctions-related obligations applicable to its activities (although such obligations are not necessarily the same obligations that its clients may be subject to). Such economic and trade sanctions prohibit or restrict, among other things, transactions with and the provision of services to, directly or indirectly, certain countries, territories, entities, and individuals. These economic and trade sanctions, together with similar measures, and the application by JPMS of its compliance policies and procedures in respect thereof, may restrict or limit a client account’s investment activities. For example, in January 2025, a new “outbound investment” regime (the OIR) took effect in the U.S. that prohibits or requires notification to the U.S. Treasury with respect to certain transactions involving companies based in or owned from the People’s Republic of China (inclusive of Hong Kong and Macau, "China") that operate in specified sectors, including semiconductors and microelectronics, quantum information technology, and artificial intelligence. Compliance with such restrictions may restrict, limit, or prevent the Adviser or a client’s account from pursuing certain investments, cause delays or other impediments with respect to consummating such investments, require notification of such investments to government authorities, require divestment of investments on unfavorable terms, negatively impact a client account’s ability to achieve its investment objective or divest from certain investments, restrict participation in certain investments by certain investors, or increase diligence and other similar costs to a client’s account. Any of these outcomes could adversely affect a client account’s performance with respect to such investments and the account’s performance overall. As a result of recent legislation, the scope of these provisions is likely to change,

and the extent of such changes is uncertain. The full effect of these restrictions is unclear and may be unpredictable. In addition, China or other jurisdictions may implement countermeasures in response to these restrictions, which could further adversely impact the value or liquidity of client accounts' investments or limit the ability to repatriate assets. In addition, J.P. Morgan from time to time subscribes to or otherwise elects to become subject to investment policies on a firm-wide basis, including policies relating to ESG governance. JPMS may also limit transactions and activities for reputational or other reasons, including (i) when J.P. Morgan provides or may provide advice or services to an entity involved in such activity or transaction; (ii) when J.P. Morgan or a client is or may be engaged in the same or a related activity or transaction to that being considered on behalf of the client account; (iii) when J.P. Morgan or a client account has an interest in an entity involved in such activity or transaction; or (iv) when such activity or transaction on behalf of or in respect of the advisory account could affect J.P. Morgan, JPMPI, their clients or their activities. J.P. Morgan may also become subject to additional restrictions on its business activities that could have an impact on clients Accounts’ activities. In addition, JPMPI could restrict its investment decisions and activities on behalf of particular client accounts and not other accounts. Recommendation or Investments in Securities that the Adviser or Its Related Persons Also Purchase or Sell JPMS and its related persons recommend or invest securities on behalf of its clients that JPMS and its related persons also purchase or sell. As a result, positions taken by JPMS and its related persons may be the same as or different from, or made contemporaneously or at different times than, positions taken for clients of JPMS. As these situations involve actual or potential conflicts of interest, JPMS has adopted policies and procedures relating to personal securities transactions, insider trading, and other ethical considerations. These policies and procedures are intended to identify and mitigate actual and perceived conflicts of interest with clients and to resolve such conflicts appropriately if they do occur. The policies and procedures contain provisions regarding pre-clearance of employee trading, reporting requirements and supervisory procedures that are designed to address potential conflicts of interest with respect to the activities and relationships of related persons that might interfere or appear to interfere with making decisions in the best interest of clients, including the prevention of front-running. In addition, JPMS has implemented monitoring systems designed to ensure compliance with these policies and procedures. J.P. Morgan’s Proprietary Investments JPMS, J.P. Morgan, and any of their directors, partners, officers, agents, or employees also buy, sell, or trade securities for their own accounts or the proprietary accounts of JPMS and/or J.P. Morgan. JPMS and/or J.P. Morgan, within their discretion, can make different investment decisions and take other actions with respect to their proprietary accounts than those made for client accounts, including the timing or nature of such investment decisions or actions. Furthermore, JPMS is not required to purchase or sell for any client account securities that it, J.P. Morgan and any of their employees, principals or agents may purchase or sell for their own accounts or the proprietary accounts of JPMS or J.P. Morgan. JPMS, J.P. Morgan and their respective directors, officers and employees face a conflict of interest as they will have income or other incentives to favor their own accounts or the proprietary accounts of JPMS or J.P. Morgan. Conflicts of Interest Created by Contemporaneous Trading Positions taken by a certain client account may also dilute or otherwise negatively affect the values, prices or investment strategies associated with positions held by a different client account. For example, this can occur when investment decisions for one client are based on research or other information that is also used to support portfolio decisions by JPMS or an affiliate for a different client following the same, similar, or different investment strategies or by an affiliate of JPMS in managing its clients’ accounts. When a portfolio decision or strategy is implemented for an Account ahead of, or contemporaneously with, similar portfolio decisions or strategies for JPMS or an affiliate's other client (whether or not the Page 19 of 21

portfolio decisions emanate from the same research analysis or other information), market impact, liquidity constraints or other factors could result in one account being disadvantaged or receiving less favorable investment results than the other Account, and the costs of implementing such portfolio decisions or strategies could be increased. In addition, it is perceived as a conflict of interest when the activity in one account closely correlates with the activity in a similar account, such as when a purchase by one account increases the value of the same securities previously purchased by another account, or when a sale in one account lowers the sale price received in a sale by a second account. Furthermore, if JPMS or an affiliate manages accounts that engage in short sales of securities in which other accounts invest, JPMS or an affiliate could be seen as harming the performance of one account for the benefit of the account engaging in short sales if the short sales cause the market value of the securities to fall. Also, certain private funds managed by JPMS or its affiliates hold exclusivity rights to certain investments and therefore, other clients are prohibited from pursuing such investment opportunities. M.

Code of Ethics

JPMS has adopted a Code of Ethics (the Code of Ethics) pursuant to Rule 204A-1 under the Advisers Act. The Code of Ethics is designed to ensure that JPMS and its supervised persons comply with applicable federal securities laws and place the interests of clients first in conducting personal securities transactions. The Code of Ethics imposes certain restrictions on securities transactions in the personal accounts of supervised persons to help avoid or mitigate conflicts of interest, as described more fully below. A copy of the Code of Ethics is available free of charge to any client or prospective client upon request by contacting a client service representative or IAR. General The Code of Ethics contains policies and procedures relating to: • Account holding reports and personal trading, including reporting and pre-clearance requirements for all personnel of JPMS; • Confidentiality obligations to clients set forth in the J.P. Morgan privacy notices; • Conflicts of interest, which include guidance relating to restrictions on trading on material non-public information (MNPI). In general, the personal trading rules under the Code of Ethics require that accounts of JPMS employees and associated persons be maintained with an approved broker and that certain trades in reportable securities for such accounts be precleared and monitored by compliance personnel. The Code of Ethics also prohibits certain types of trading activity, such as short-term and speculative trades. JPMS personnel must obtain approval prior to engaging in all covered security transactions, including those issued in private placements. In addition, JPMS personnel are not permitted to buy or sell securities issued by J.P. Morgan during certain periods throughout the year. Certain Access Persons (defined as persons with access to nonpublic information regarding JPMS’ recommendations to clients, purchases, or sales of securities for client accounts and advised Funds) are prohibited from executing personal trades in a security at certain times. In addition, Access Persons are required to disclose household members’ personal security transactions and holdings information. These disclosure obligations and restrictions are designed to mitigate conflicts of interest that arise if Access Persons transact in the same securities as advisory clients. Additionally, all JPMS and JPMPI personnel are subject to the J.P. Morgan firm-wide policies and procedures, including those found in the J.P. Morgan Code of Conduct (the Code of Conduct). The Code of Conduct sets forth restrictions regarding confidential and proprietary information, information barriers, private investments, outside business activities and personal trading. All J.P. Morgan employees, including JPMS personnel, are required to familiarize themselves with, comply with, and attest annually to their compliance with the provisions of the Code of Conduct’s terms as a condition of continued employment.

Where appropriate, JPMS and its affiliates generally address the conflicts disclosed in this Brochure through policies and procedures. N.

Review of Accounts

Clients have the ability, during normal business hours, to schedule an appointment with an IAR to discuss their Program Account. IARs are an essential component of the Program and provide clients with nondiscretionary advisory services and Account maintenance support. JPMS contacts clients at least annually to determine whether there have been any changes in the client’s financial situation, investment objectives or investment restrictions that would require changes to the client’s Program Account. To ensure that the Program and the selected Investment Strategy remain suitable for the client, clients are instructed to promptly notify JPMS or their IAR(s) of any material changes to their investment objectives and/or financial situation. Clients are solely responsible for notifying JPMS in the event that any information that JPMS maintains about them is inaccurate or becomes inaccurate. As most Program Accounts are managed in a similar manner according to the Investment Strategy selected by the client, JPMS does not review individual trades or individual Program Accounts. As described in this Brochure, JPMS periodically reviews the Funds and Investment Strategies available in the Program as well as the Sub-Adviser to ensure that the Funds, Investment Strategies and Sub-Adviser continue to meet the Program requirements. For Program Accounts that have requested investment restrictions, JPMS periodically monitors the Accounts to ensure compliance with the accepted investment restrictions. The information in this Brochure does not include all the specific review features associated with each Fund and Investment Strategy. Clients are urged to ask questions regarding JPMS’ or JPMPI’s review process applicable to a particular Fund or Investment Strategy, to read all productspecific disclosures, and to determine whether a particular Fund, Investment Strategy or type of security is suitable for their Account in light of their circumstances, investment objectives, and financial situation. Reports to Program Clients Clients receive Account statements from the custodian at least quarterly and also receive quarterly performance reports. Refer to “Trade Confirmations, Statements, and Performance Reporting” above. JPMS does not provide tax advice, and the performance reports should not be construed as tax advice. Account reviews are not a substitute for careful review of Account statements or tax reporting forms. Performance reports are not a substitute for regular monthly or quarterly brokerage account statements or IRS Forms 1099 and should not be used to calculate the fees or to complete income tax returns. JPMS and its affiliates are entitled to rely on the financial and other information that clients or any third party provides to JPMS. The client is solely responsible for any information that the client provides to JPMS, and JPMS shall not be liable in connection with its use of any information provided by the client or a third party in the periodic review. Subject to JPMS’ policies and procedures and applicable law, the periodic written performance review provided to Program clients can include information about assets in other accounts. By including such assets in the written performance review, JPMS is not undertaking to provide or be responsible for providing any services with respect to those assets. In preparing Account statements and performance reviews, JPMS may use multiple valuation sources that provide different values for a single asset. As a result, the determination of an Account's asset values may differ for different purposes and different statements, reviews, and reports. Client Account asset values are available from JPMS upon request. Account Errors and Resolutions Account errors, trade errors, and other operational mistakes occasionally occur in connection with the management of Funds and client Accounts. JPMS has developed policies and procedures that address the identification Page 20 of 21

and correction of such errors and generally require that errors caused by JPMS and affecting a client's Account be resolved promptly and fairly. Errors can result from a variety of situations, including portfolio management (e.g., inadvertent violation of investment restrictions) trading, processing, or other functions (e.g., miscommunication of information, such as wrong number of shares, wrong price, wrong account, executing the order as a buy rather than a sell and vice versa). 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. JPMS makes its determinations pursuant to its error policies and procedures on a case-by-case basis, in its discretion, based on factors it considers reasonable. Under certain circumstances, JPMS may consider whether it is possible to adequately address an error through cancellation, correction, reallocation of losses and gains, or other means. O.

Testimonials and Endorsements

Program Accounts are offered and sold only through IARs associated with JPMS. In addition to compensating IARs for their provision of investment advisory services to clients on behalf of JPMS, and/or for their referral or introduction of investors who become advisory clients of JPMS, JPMS has entered into agreements with certain unaffiliated third parties (sometimes also called a “finder,” “referrer” or “promoter”) for their referral of prospective investment advisory clients to JPMS in accordance with the Advisers Act. Under these arrangements, JPMS agrees to pay each finder when a referred prospective client is either referred or becomes an investment advisory client of JPMS. JPMS either pays the finder a flat amount or a specified portion of the fee it receives and retains relating to each such client’s advisory Account. In addition to the third-party referral agreements described above, pursuant to an agreement between JPMS and JPMCB, an affiliate, JPMCB can compensate its employees for referring clients to JPMS for various products and services, including the Program and other advisory products and services. P.

Financial Information

JPMS is not aware of any financial condition that is reasonably likely to impair JPMS’ ability to meet its contractual commitments to its clients, nor has JPMS been the subject of a bankruptcy petition at any time during the past 10 years.

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