TERMS OF BUSINESS – CLIENT MONEY RULES

This supplement should be read in conjunction with the Terms of Business for investment business conducted by J.P. Morgan Securities plc, J.P. Morgan Europe Limited, JPMorgan Chase Bank, National Association (London Branch), J.P. Morgan Limited, and J.P. Morgan Markets Limited (together J.P. Morgan). The application of the rules governing client money are dependent on the legal entity within J.P. Morgan with which you transact. This supplement summarises key client money provisions applicable to J.P. Morgan.

All defined terms used herein shall have the meaning given in the Terms of Business unless indicated otherwise.

Client money

Unless otherwise agreed, money received from or held on clients’ behalf by a J.P. Morgan Credit Institution in the course of carrying on designated investment business will be held by that J.P. Morgan Credit Institution as banker and not as trustee. Consequently, it will not be subject to the protections provided by the Client Money Rules and as such will not be segregated from the J.P. Morgan Credit Institution’s own money and may be used in the course of the J.P. Morgan Credit Institution’s business. In the event of the failure of a J.P. Morgan Credit Institution, the Client Money Distribution and Transfer Rules will not apply to this money and so a client will not be entitled to share in any distribution under the Client Money Distribution and Transfer Rules and it would be a general creditor of the J.P. Morgan Credit Institution.

Subject to the above, J.P. Morgan treats any money received from or held on clients’ behalf in the course of carrying on designated investment business as client money in accordance with the Client Money Rules which, for the avoidance of doubt, may include holding client money with a third party bank or banks. J.P. Morgan may also hold client money with a J.P. Morgan Credit Institution or other member of the J.P. Morgan group of companies which is a bank authorised in a third country (as defined under the Client Money Rules). J.P. Morgan may also allow another third party (for example an OTC counterparty, settlement agent, intermediate broker, Exchange or Clearing System) to hold or control client money in order to effect one or more transactions through or with that person or to satisfy a client’s obligation to provide collateral in respect of a transaction. Client money may be held outside the United Kingdom. If client money is held with a party outside the United Kingdom the applicable legal and regulatory regime may be different from that of the United Kingdom and other EEA states and if the bank, intermediate broker, OTC counterparty, Exchange, Clearing System or settlement agent fails, clients’ money may be treated differently from the position that would apply if client money were held in the United Kingdom or an EEA state. Clients should consider taking independent legal advice if they have any concerns.

If a J.P. Morgan Credit Institution agrees to treat money received from or held on clients’ behalf in the course of carrying on designated investment business as client money, the Client Money Distribution and Transfer Rules will apply to that client money if that J.P. Morgan Credit Institution fails.

Qualifying Money Market Funds

J.P. Morgan will not place clients’ money into a qualifying money market fund, as defined in the FCA Handbook unless clients explicitly agree to this. If such agreement is provided any money will not be held in accordance with the Client Money Rules and the units in any such fund will be held for clients as custody assets in accordance with the provisions on custody assets, set out in the FCA’s Custody Rules, as set out in CASS 6 of the FCA Handbook. If you want us to place client money we hold on your behalf into a qualifying money market fund, please notify your usual J.P Morgan representative in writing.

Title Transfer Collateral Arrangements

The Client Money Rules will not apply in respect of any monies where full ownership has been transferred by the client to J.P. Morgan for the purpose of securing or otherwise covering present or future, actual or contingent or prospective obligations (a ”Title Transfer Collateral Arrangement”). Where money has been provided to J.P. Morgan under a Title Transfer Collateral Arrangement, pursuant to a Product Contract, such money may be used in the course of J.P. Morgan’s business and clients will therefore rank only as a general creditor of J.P. Morgan. Any notification that a client would like to terminate a Title Transfer Collateral Arrangement should be made in accordance with the Product Contract and in writing.

Unclaimed money

J.P. Morgan may pay away any unclaimed client money held on a client’s behalf in accordance with the Client Money Rules, to a registered charity of J.P. Morgan’s choice where J.P. Morgan has held such unclaimed money for at least 6 years following the last movement on the account (disregarding any payment or receipt of interest, charges or similar items) having taken reasonable steps to trace such client and return such money to it. In such case J.P. Morgan will (i) cease to treat such money as client money and (ii) undertake (or arrange for an Affiliate to undertake) to repay a sum equal to the balance paid way in the event a client seeks to claim such balance in the future.

Assignment

Having obtained clients’ prior written consent where required under the Client Money Rules, J.P. Morgan may transfer client money balances to another person, as part of a business transfer to that person.