ERISA - CASH EXECUTIONS

You may enter into transactions for cash equity or fixed income executions with J.P. Morgan. Each transaction entered into under the standard terms of business or industry norms in place between the client and J.P. Morgan (collectively the Terms) will be deemed a representation made by you (and, if you are acting as agent for any principal or principals, on behalf of yourself and any principal or principals, the latter in their fiduciary and individual capacity), that either:

1. you do not and will not hold assets constituting, directly or indirectly, plan assets subject to (i) the fiduciary responsibility and prohibited transaction sections of the U.S. Employee Retirement Income Security Act of 1974 (ERISA), (ii) the prohibited transaction provisions of Section 4975 of the U.S. Internal Revenue Code, (such assets in (i) and (ii) being referred to as Plan Assets); or (iii) any U.S. federal, state or local law that is similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the U.S. Internal Revenue Code (Similar Law); or

2. your assets constitute Plan Assets but (i) the Terms and each transaction entered into thereunder will be entered into and performed on your behalf by a qualified professional asset manager (within the meaning of U.S. Department of Labor Prohibited Transaction Class Exemption (PTCE) 84-14 (QPAM Exemption)); and (ii) such person has all requisite power and authority to enter into the Terms and each transaction thereunder on your behalf; and (iii) neither the entering into nor the performance of the Terms or any transaction thereunder will result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the U.S. Internal Revenue Code by reason of the application of the QPAM Exemption, all the conditions of which shall be met; or

3. your assets are subject to Similar Law but the entering into and performance of the Terms and each transaction entered into thereunder will not result in a breach of Similar Law, or result in any tax, rescission right, or other penalty on J.P. Morgan by reason of an applicable exemption, all of the conditions of which shall be met.

J.P. Morgan has not and does not act as a “fiduciary” (including within the meaning of Section 3(21) of ERISA) with respect to the activities contemplated by the Terms and each transaction entered into thereunder, including, without limitation, by reason of the exercise of any rights which J.P. Morgan may have thereunder.

If you (or any principal or principals) currently hold (a) any Plan Assets and cannot rely on the QPAM Exemption with respect to the Terms or any transactions thereunder or (b) any assets subject to Similar Law, you must notify J.P. Morgan in writing immediately.

© 2015 JPMorgan Chase & Co. All rights reserved. J.P. Morgan is the global brand name for JPMorgan Chase & Co. and its subsidiaries and affiliates worldwide. J.P. Morgan Cazenove is a marketing name for the U.K. investment banking businesses and EMEA cash equities and equity research businesses of JPMorgan Chase & Co. and its subsidiaries, conducted primarily through J.P. Morgan Securities plc. Execution services are offered through J.P. Morgan Securities LLC (member of FINRA, NYSE and SIPC), J.P. Morgan Securities plc (a member of the London Stock Exchange and authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Registered in England & Wales No. 2711006. Registered Office: 25 Bank Street, Canary Wharf, London E14 5JP), J.P. Morgan Securities (Asia Pacific) Limited (CE number AAJ321) (regulated by the Hong Kong Monetary Authority and the Securities and Futures Commission in Hong Kong), and other investment banking affiliates and subsidiaries of J.P. Morgan in other jurisdictions worldwide and registered with local authorities as appropriate. Please consult http://www.jpmorgan.com/pages/jpmorgan/investbk/global for more information.