A. Description of Advisory Firm JPMS is a wholly owned subsidiary of JPMorgan Chase & Co. (JPMC), a publicly held financial services holding company. JPMC and its affiliates (together, J.P. Morgan) are engaged in a large number of financial businesses worldwide, including banking, asset management, securities brokerage and investment advisory services. JPMS is registered as a broker-dealer and investment adviser with the SEC and is a member of the 33817_CYI 05-08-2024 Page 2 of 15 Financial Industry Regulatory Authority (FINRA). JPMS’ investment advisory services include sponsoring a variety of wrap fee programs and providing certain consulting services to defined contribution plan sponsors. JPMS investment advisory services include sponsoring a variety of advisory programs. JPMS offers investment advisory services through several separate sales channels. This Brochure provides information about JPMS and the Program which is made available through a JPMS “Private Client Advisor” or a “Wealth Advisor” (collectively referred to herein as, Financial Advisors and each, a Financial Advisor), each a representative of JPMS. Information about other investment advisory services that JPMS provides is contained in separate brochures, which can be obtained from your Financial Advisor or at the SEC’s website at adviserinfo.sec.gov. JPMS also maintains a separate website, available at chase.com/managed-account-disclosures for Chase Private clients and jpmorgan.com/adv for Wealth Advisor clients, that contains the Brochure for the Program, wrap fee programs brochures, and other important disclosures including advisory brochures for J.P. Morgan Private Investments Inc. (JPMPI). For purposes of this Brochure, “Client” or “Plan” refers to the defined contribution plan sponsor and plan, respectively, as named in the Client Agreement (as defined below). 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. B. Description of Advisory Services Within the Program, JPMS offers two types of investment advisory offerings: (1) non-discretionary advisory services, whereby JPMS provides investment advice to Plans as a “fiduciary” as defined in Section 3(21)(A)(ii) of the Employee Retirement Income Security Act of 1974, as amended (ERISA), such services being referred to below as “DC Plan Advisor Services”; and (2) discretionary investment management services, whereby JPMS will act as a “fiduciary” as defined in Section 3(21)(A)(i) of ERISA and an “investment manager” as that term is defined in Section 3(38) of ERISA (Investment Manager), such services being referred to below as “DC Plan Manager Services.” DC Plan Manager Services and DC Plan Advisor Services are available through Wealth Advisors. DC Plan Manager Services are also offered through Private Client Advisors. JPMS also offers additional services to Clients (collectively, Plan-Related Services). These include (1) searches for recordkeeping platform providers (each, a Recordkeeper); (2) coordination of and/or delivery of education services; (3) a review of Recordkeeper features, services and non- investment related fees; (4) plan fee benchmarking reporting; and (5) for Custom 3(38) DC Plan Manager only, monitoring on investment criteria. JPMS does not act as an investment adviser or a fiduciary in providing Plan- Related Services. DC Plan Advisor Services, DC Plan Manager Services and Plan-Related Services are collectively referred to herein as “DC Services” and are described in more detail below. The specific DC Services being provided are agreed to by the Client and JPMS in the J.P. Morgan Securities Defined Contribution Plan Consulting Services Program Client Agreement (the Client Agreement). JPMS provides DC Services only for the Plan specifically referenced in the Client Agreement and not for any other clients, assets or accounts, unless otherwise separately agreed to by JPMS in writing. JPMS’ relationship with Clients becomes effective as detailed in the applicable Client Agreement. Any preliminary discussions that take place before the Client Agreement is effective are not intended, and should not be relied upon, as investment or other fiduciary advice. 1. DC Plan Advisor Services When providing DC Plan Advisor Services, JPMS will acknowledge in the applicable Client Agreement its status as a “fiduciary” under Section 3(21)(A)(ii) of ERISA for any “investment advice” (as that term is defined by ERISA) JPMS provides under the Client Agreement with respect to Plans that are subject to ERISA. The Client retains and exercises final decision- making authority and responsibility for all matters concerning the Plan as well as implementation of any investment advice resulting from the DC Plan Advisor Services provided pursuant to the Client Agreement. Neither JPMS nor its Wealth Advisors will (1) manage or exercise any investment discretion or control over the Plan’s assets; (2) be responsible or liable, to the extent permitted by law, for the performance of any investment option recommended by JPMS or a Wealth Advisor and selected by a Plan fiduciary; or (3) be responsible or liable for any decisions made with respect to Plan assets where such decisions differ from a specific recommendation made by JPMS to the Client or where the recommendation is based on information about the Plan or its participants that is either incorrect or has not been updated by the Client. DC Plan Advisor Services include:
• Plan Investment Menu Design. Wealth Advisors make recommendations related to the initial or existing Plan investment menu design, including structure, asset classes, investment style and investment expenses, based on information provided by the Plan sponsor about the Plan’s investment objectives, guidelines, and restrictions or similar information. Wealth Advisors also assist the Client in the ongoing review of the Plan investment menu design to determine whether it continues to meet the needs of the Plan and its participants.
• Investment Searches. Wealth Advisors recommend certain investment options for inclusion in the Plan’s investment menu based on information provided by the Client about the Plan’s investment objectives, guidelines, and restrictions or similar information. Wealth Advisors only recommend investment options that JPMS and its affiliates (specifically, the Manager Solutions due diligence group (Manager Solutions) in the J.P. Morgan Wealth Management division) or a third-party vendor retained by JPMS have reviewed and are available on the Plan Recordkeeper’s platform. Wealth Advisors do not recommend or otherwise provide advice on investment options issued, sponsored, or advised by J.P. Morgan or any of its affiliates (Affiliated Products) (as discussed in more detail in Item 4.D herein). If Affiliated Products exist in the Plan’s investment menu when receiving DC Plan Advisor Services, the Client agrees that (1) neither JPMS nor its affiliates acts in a fiduciary capacity under ERISA or any other state or federal law with respect to the Client’s decision to maintain Affiliated Products and does not recommend or otherwise provide advice about the Affiliated Products and (2) the terms of the Client Agreement does not cover Affiliated Products. When receiving DC Plan Advisor services, the determination as to the appropriate investment share class or investment tier for inclusion in the Plan is solely the Client’s responsibility. The Client is not obligated to implement the non- discretionary investment advice provided by the Wealth Advisor.
• Periodic Review of Plan Investment Options Performance. Clients receive a review of the performance of Plan investment options. Refer to “Methods of Analysis, Investment Strategies and Risk of Loss” in Item 8 for information on the due diligence process utilized. 2. DC Plan Manager Services JPMS acknowledges in the applicable Client Agreement its status as a “fiduciary” under Section 3(21)(A)(i) of ERISA, and the Client appoints and JPMS accepts appointment as an Investment Manager under Section 3(38) of ERISA for the DC Plan Manager Services JPMS provides under the Client Agreement with respect to Plans that are subject to ERISA. JPMS is not (1) responsible or liable, to the extent permitted by law, for the performance of any investment option selected by JPMS; nor (2) responsible or liable for 33817_CYI 05-08-2024 Page 3 of 15 any decisions made with respect to Plan assets based on information about the Plan or its participants that is either incorrect or has not been updated by the Client. Beginning July 1, 2024, eligible Wealth Advisors will be able to provide qualifying Clients flexibility within DC Plan Manager Services (“Custom 3(38) DC Plan Manager Services,” also referred to as “Custom 3(38)”). This flexibility includes Recordkeeper availability, Plan investment menu design, and optional investment monitoring criteria. Plan Investment Menu Design. JPMS has discretion for the Plan investment menu design, including structure, asset classes, investment style and investment expenses. JPMS has retained an affiliate, J.P. Morgan Private Investments Inc. (JPMPI), to act as sub-adviser (the Sub-Adviser) to perform certain Sub-Adviser services. JPMPI will act as a non-discretionary sub-adviser when providing the DC Plan Manager Services to JPMS. JPMPI will recommend to JPMS the mutual funds and exchange traded funds (Funds) to be used to construct plan investment menus as well as perform ongoing reviews and monitoring of the Funds and investment menus using due diligence produced by JPMPI. JPMS establishes investment objectives and policy, oversees the selections using an investment policy statement, and remains responsible for overseeing the Sub-Adviser’s performance. The investment policy statement specifies investment guidelines established by JPMS. For more information on investment selection and related risks, Clients should review the Sub-Adviser’s advisory brochure, which can be obtained upon request from their Financial Advisor or on the SEC’s website at advisorinfo.sec.gov. Additionally, Clients may review the Sub-Adviser’s advisory brochure by accessing the chase.com/managed- account-disclosures for Chase Private clients and jpmorgan.com/adv for Wealth Advisor clients. JPMS reimburses JPMPI for its costs for providing investment services, including certain investment advisory and research services, as applicable. JPMPI does not separately receive a fee from JPMS or its clients. Neither JPMPI nor any of its supervised persons accepts compensation for the sale of securities or other investment products, including asset-based sales charges for services from the sale of Funds. Under Custom 3(38), JPMS will continue to have discretion over the Plan investment menu design, and the available investment options will be those that have been reviewed by JPMPI (specifically Manager Solutions) or a third-party vendor retained by JPMS. JPMPI provides ongoing reviews and monitoring of the Funds but does not recommend the specific Funds or allocations to be used to construct plan investment menus. Rather, Custom 3(38) investment options and menus are recommended by Client’s Wealth Advisor consistent with JPMS’ investment menu structure guidelines regarding number of investment options and asset class requirements. Investment Selection, Review and Replacement. JPMS has discretion over the search for, and the selection, review and replacement of, investment options on the Plan’s investment menu. JPMS generally uses the lowest cost share class available on the Recordkeeper’s platform for the investment options selected (generally, shares with zero revenue or institutional share classes or equivalents). Financial Advisors’ compensation is not affected by the share class selected. By appointing JPMS as Investment Manager, Clients authorize JPMS to take any actions necessary to implement changes to the Plan’s investment menu. JPMS will direct the Plan’s Recordkeeper to implement the investment changes. Clients are required to execute any forms required by the Recordkeeper to authorize JPMS, as Investment Manager, to direct the Recordkeeper with respect to the changes to the investment menu so that the Plan’s Recordkeeper are required to implement such changes. JPMS will only select investment options that JPMS and its affiliates (including Manager Solutions) or a third-party vendor retained by JPMS have reviewed and that are available on the Plan Recordkeeper’s platform. JPMS will not select or use, or otherwise provide any advice on, Affiliated Products (as discussed in more detail in Item 4.D herein), even where Affiliated Products are available on the Plan Recordkeeper’s platform. If the Plan’s investment menu includes Affiliated Products, JPMS will direct

the sale, redemption or replacement of the Affiliated Products within a reasonable time. JPMS does not assume any fiduciary duty or other obligations for Affiliated Products during the time they are part of the investment menu or while being sold, redeemed or replaced. When providing DC Plan Manager Services, JPMS chooses a menu of investment options that are broadly appropriate for inclusion within participant-directed retirement plans. The structure of the menu and the individual investment options selected by JPMS applies to all Clients receiving DC Plan Manager Services based upon the specific Recordkeeper platform and is not customized for any Plan, except for Custom 3(38). Based on certain Recordkeeper constraints, the universe of Recordkeepers available to Clients receiving DC Plan Manager Services are limited. For Custom 3(38), flexibility is available within defined parameters set by JPMS. Periodic Review of Plan Investment Options Performance. Clients receive a review of the performance of Plan investment options. Refer to “Methods of Analysis, Investment Strategies and Risk of Loss” in Item 8 for information on the due diligence process utilized. 3. Plan-Related Services Clients enrolled in the Program can choose to receive certain non-fiduciary Plan-Related Services described in more detail below.
• Searches for Recordkeepers. This service involves evaluating the Plan’s current Recordkeeper, applying criteria to select Recordkeepers, coordinating the solicitation of quotes from Recordkeepers, issuing requests for proposals (RFPs) on behalf of Clients, and evaluating RFPs received from prospective Recordkeepers. Searches may be customized based on the needs of the Plan as identified by the Plan sponsor. Clients receiving DC Plan Manager Services are limited to certain Recordkeepers, as discussed in Item 4.D herein. Selection of the recordkeeper and underlying funding platform is the responsibility of the Client.
• Coordination and/or Delivery of Education Services. Financial Advisors provide Plan sponsors and Plan participants with educational services. Financial Advisors can review the Plan’s current education program and suggest strategies for improving education. Financial Advisors can provide Plan sponsors with general education around Investment Policy Statements (IPS) and Qualified Default Investment Alternatives (QDIA), work with the Plan’s Recordkeeper to implement education program changes, and deliver materials to Plan sponsors and participants. Financial Advisors can also provide investment education, including seminars, educational newsletters, and other materials reviewed and approved by JPMS. Upon a Client’s request, Financial Advisors may provide employee education seminars to cover subjects that include investing, saving for retirement, and retirement and distribution planning, as well as other subjects that JPMS makes available. JPMS intends for all of its communication to Plan sponsors and participants, including education and employee education seminars, to be investment education under applicable U.S. Department of Labor regulations or other guidance. Neither JPMS nor its Financial Advisors provide Plan participants with individual investment advice.
• Review of Recordkeeper Features, Services and Fees. JPMS assists Clients with conducting and/or coordinating a review of the Recordkeeper features, services, and various fees and expenses. JPMS assists with and/or facilitates the delivery of information necessary for the Client to review and analyze Recordkeeping features, services and fees. In performing these reviews and providing reports, JPMS relies on information provided by the Client and the Plan’s Recordkeeper, custodian and/or other third parties from whom JPMS receives Plan and investment-level data (each, a Data Provider). JPMS cannot guarantee the accuracy of information provided by the Client or Data Provider.
• Plan Fee Benchmarking Reporting. JPMS makes available to Clients the delivery of plan fee benchmarking information for the Client to review and analyze their plan’s fees. Fee Benchmarking reports provided by JPMS will rely on information provided by the Client and the Plan’s Recordkeeper, custodian and/or other third parties from whom JPMS receives benchmarking services. JPMS cannot guarantee 33817_CYI 05-08-2024 Page 4 of 15 the accuracy of information provided by these sources and does not verify such information.
• Investment Monitoring Criteria (Custom 3(38) only). JPMS makes available to Clients monitoring on investment criteria. Monitoring is done through a third-party vendor retained by JPMS. Investment monitoring criteria is limited to those metrics that are made available by the third-party vendor. Client shall be responsible for selection and review of investment monitoring criteria for the Plan. No assurance has been or can be given that the investment objectives reflected in your investment criteria will be achieved. JPMS will rely on information provided by the Client and the Plan’s Recordkeeper, custodian and/or other third parties and cannot guarantee the accuracy of information provided by these sources and does not verify such information. 4. Limitations on DC Services DC Services are subject to certain limitations, including:
• Universe of Investment Options. JPMS will only recommend or select investment options that JPMS and its affiliates (specifically Manager Solutions) or the third-party vendor retained by JPMS to provide investment analysis and due diligence for certain investment options not reviewed by Manager Solutions and that are available on the Plan Recordkeeper’s platform. JPMS does not review every investment option available, or every asset class or investment category, nor every investment option that can be made available on the Recordkeeper’s platform.
• Investment Policy Statements. For Clients receiving DC Plan Advisor or Custom 3(38) Services, upon Client request, JPMS will provide Clients with a sample of an investment policy statement. Clients are encouraged to speak with other professional advisors (e.g., attorneys and/or tax professionals) prior to adopting and/or approving any investment policy statement(s). JPMS does not assume any obligation to comply with, accept or update a Client’s investment policy statement(s). For Clients receiving DC Plan Manager Services, upon Client request, JPMS will provide Clients with a “Program–Level Investment Policy Statement” that describes the investment process JPMS adheres to when providing DC Plan Manager Services.
• Retirement Income Options. JPMS does not select or review “retirement income” products, including, but not limited to, managed payout funds, systematic withdrawal programs and insurance-based annuity options.
• Recordkeeper Restrictions. For DC Plan Manager Services, Clients are limited to selecting a Recordkeeper with whom JPMS makes DC Plan Manager Services available. For DC Plan Advisor Services and Custom 3(38), unless the Client requests otherwise, JPMS only presents Recordkeeping providers who have been evaluated by JPMS. If requested by Clients, JPMS in its discretion can present Recordkeeping providers not evaluated by JPMS. Ultimate decision as to Recordkeeper selection rests with the Plan sponsor.
• Broker of Record. Neither JPMS nor any Financial Advisor may be listed as broker of record for any of the investment options the Client or JPMS selects for the Plan’s investment menu for purposes of receiving Rule 12b-1 fees or other compensation directly from the Plan’s investment options.
• Affiliated Products. JPMS will not recommend, select, use or otherwise provide advice on Affiliated Products. Recommending, selecting, using or otherwise providing advice on Affiliated Products raises a conflict of interest because J.P. Morgan and its affiliates, including JPMS, receives more total revenue when a Client’s account is invested in Affiliated Products than when it is invested in unaffiliated third-party products. JPMS will include information on Affiliated Products in periodic investment reports, which the Client agrees is not investment advice or a fiduciary act of JPMS. As described below, JPMS will exclude the value of the Plan’s investments in Affiliated Products when calculating the Fee (as defined in Item 5).
• Excluded Assets. “Excluded Assets” include, but are not limited to, Affiliated Products; employer securities; in-Plan retirement income options; self-directed brokerage accounts; participant loan balances; custom funds; investment options that JPMS, its affiliates (including Manager Solutions) or a third-party vendor retained by JPMS have not reviewed; and any other assets JPMS designates as Excluded Assets. JPMS will not advise on whether Clients should offer or continue to offer employer securities, within the meaning of Section 407 of ERISA, as an investment option under the Plan. JPMS may designate assets as Excluded Assets without notice to the Client. JPMS will neither provide advice with respect to Excluded Assets nor include Excluded Assets in the calculation of the Fee (as defined in Item 5).
• Legal, Tax and Accounting Advice. JPMS and its affiliates do not provide legal, tax or accounting advice and will not be responsible for ensuring that a Plan’s IPS or any other Plan documents comply with ERISA, state or local law or any other regulations or requirements applicable to the Plan. The Client is responsible for, and should consult with, its legal and tax professionals about, those matters.
• Plan Actuarial, Administrative and Recordkeeping Services. JPMS and its affiliates do not provide actuarial, administrative or recordkeeping services to Plans in the Program (including, but not limited to, prospectus delivery and participant notices).
• Participant Communications. JPMS and its affiliates do not provide notices to participants. Participants can access the prospectus for a particular Fund via either the Fund family website or the recordkeeper’s website.
• Information Provided by Clients. JPMS will rely on information provided by Clients without further verification. Clients are responsible for notifying JPMS promptly, in writing, of any changes to the information that the Client previously provided to JPMS and for providing JPMS with additional information as JPMS may request from time to time. Clients must notify JPMS promptly of any material changes in the Plan’s financial condition, risk tolerance, needs or objectives. JPMS has no liability for a Client’s failure to provide JPMS with accurate or complete information or to inform JPMS promptly of any change in information previously provided.
• Third-Party Information. JPMS relies on third-party information, including publicly available information and information received from Data Providers, in providing the DC Services. While JPMS believes the information is accurate, JPMS does not independently verify or guarantee the accuracy of the information. 5. Termination The Client agreement may be terminated at will by either party. Termination will be effective upon the later of: receipt of written notice of termination or removal of JPMS as advisor record by the Recordkeeper. Termination of the Client agreement will not affect the liabilities or obligations of the parties under the Client agreement that arise prior to termination. Upon termination, JPMS has no further obligation to provide investment advice or other DC Services to the Client or any Plan fiduciary about the Plan’s assets. 6. Financial Advisors Financial Advisors who provide DC Services are registered representatives and investment adviser representatives. Financial Advisors who provide DC Services receive training on the Program, Program guidelines and policies, and other information essential to advising Program clients. Wealth Advisors may also complete third-party specialized training, such as the Accredited Investment Fiduciary® (AIF®). Upon completion of the training, Wealth Advisors are required to pass an assessment that demonstrates proficiency. The timeframe to meet these requirements may be extended 33817_CYI 05-08-2024 Page 5 of 15 under certain circumstances, including for newly hired Wealth Advisors. JPMS is not bound by the standards of conduct of any professional organizations of which its Financial Advisors are members or entities that have authorized Financial Advisors to use designations or certifications. C. Availability of Customized Services Refer to Item 4.B. above for details on how JPMS advisory services can be tailored to the individual needs of Clients. D. Wrap Fee Program JPMS is the sponsor of several wrap fee programs; however, the Program is not a wrap fee program. In a wrap fee program, clients pay JPMS a single fee based on the assets they have invested with them. The fee covers investment advisory services and other account-related services, such as trade execution, clearing and settlement services, reporting and custody services as well as financial planning, when applicable. E. Assets Under Management As of December 31, 2023, JPMS managed $191,632,943,848 on a discretionary basis and $58,097,990,914 on a non-discretionary basis.