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JPMorgan Funds Notes to the Financial Statements (continued) As at 30 June 2008 4. Distribution Policy During the year from 1 July 2007 to 30 June 2008, the SICAV paid dividends as follows: Class Currency Dividend Amount per Share Payment Date JF Eastern Europe Equity A(dist) - EUR EUR 0.02 28.09.07 JPM Eastern Europe Equity A(dist) - EUR EUR 0.08 28.09.07 JPM Emerging Europe, Middle East and Africa Equity A (dist) - USD USD 0.05 28.09.07 JPM Emerging Markets Debt A(inc) - EUR EUR 0.74 28.09.07 JPM Emerging Markets Debt I (inc) - EUR EUR 0.01 28.09.07 JPM Emerging Markets Equity A(dist) - GBP GBP 0.07 28.09.07 JPM Emerging Markets Equity A(dist) - USD USD 0.11 28.09.07 JPM Emerging Markets Equity I (inc) - EUR EUR 0.15 28.09.07 JPM Emerging Markets Equity X (inc) - EUR EUR 0.21 28.09.07 JF Euroland Equity A(dist) - USD USD 0.29 28.09.07 JPM Euroland Equity A(dist) - EUR EUR 1.18 28.09.07 JF Europe Dynamic A(dist) - EUR EUR 0.24 28.09.07 JPM Europe Dynamic A(dist) - EUR EUR 0.21 28.09.07 JPM Europe Dynamic A(dist) - GBP GBP 0.22 28.09.07 JPM Europe Dynamic Mega Cap A(dist) - EUR EUR 0.18 28.09.07 JPM Europe Dynamic Mega Cap A(inc) - EUR EUR 0.14 28.09.07 JF Europe Equity A(dist) - USD USD 0.99 28.09.07 JPM Europe Equity A(dist) - EUR EUR 0.91 28.09.07 JPM Europe Equity I (inc) - EUR EUR 0.15 28.09.07 JPM Europe Small Cap A(dist) - GBP GBP 0.10 28.09.07 JF Germany Equity A(dist) - EUR EUR 0.34 28.09.07 JPM Germany Equity A(dist) - EUR EUR 0.14 28.09.07 JPM Global Convertibles (EUR) I (inc) - EUR EUR 0.26 28.09.07 JF Global Dynamic A(dist) - USD USD 0.12 28.09.07 JPM Global Dynamic A(dist) - GBP GBP 0.10 28.09.07 JPM Global Dynamic A(dist) - USD USD 0.13 28.09.07 JPM Global Dynamic A(inc) - EUR EUR 0.07 28.09.07 JF Global Equity (USD) A(dist) - USD USD 0.35 28.09.07 JPM Global Equity (USD) A(dist) - USD USD 0.20 28.09.07 JPM Global Focus A(dist) - EUR EUR 0.12 28.09.07 JF Global Focus A(dist) - USD USD 0.07 28.09.07 JF China A(dist) - USD USD 0.31 28.09.07 JF Greater China A(dist) - USD USD 0.50 28.09.07 JF Hong Kong A(dist) - USD USD 0.39 28.09.07 JF India A(dist) - USD USD 3.49 28.09.07 JF Latin America Equity A (dist) - USD USD 0.15 28.09.07 JF Pacific Equity A(dist) - GBP GBP 0.09 28.09.07 JF Pacific Equity A(dist) - USD USD 0.56 28.09.07 JF Pacific Technology A(dist) - GBP GBP 0.35 28.09.07 JF Pacific Technology A(dist) - USD USD 0.42 28.09.07 JF Singapore A(dist) - USD USD 0.31 28.09.07 JF Taiwan A(dist) - USD USD 0.87 28.09.07 JPM Latin America Equity A (dist) - USD USD 0.20 28.09.07 JPM Middle East Equity A(dist) - USD USD 0.29 28.09.07 JPM US Aggregate Bond A (dist) - USD USD 0.43 28.09.07 JPM US Dynamic I (inc) - EUR EUR 0.01 28.09.07 It is intended that all those Classes of Shares with the suffix “(dist)” will distribute at least 85% of the net investment income attributable to such Classes of Shares, computed broadly in accordance with the definition of net taxable income under United Kingdom corporation tax principles (subject to the application of any de minimis threshold) so that these Classes of Shares of the SICAV continue to qualify as “distributing” for the purposes of United Kingdom tax legislation relating to offshore Sub-Funds. Classes of Shares with the suffix “(inc)” may pay dividends but will not qualify as “distributing” for the purposes of United Kingdom tax legislation relating to offshore Funds. Those Classes of Shares with the suffix “(acc)” will not normally pay dividends. 5. Taxation Under current law and practice in the Grand Duchy of Luxembourg, the SICAV is not liable to any income tax, nor are dividends distributed by the SICAV liable to any withholding tax. However, the SICAV, with the exception of those Share Classes identified in the Appendix, is liable to an asset based tax of 0.05% per annum, such tax being payable quarterly and calculated on the total net assets of each Sub-Fund at the end of the relevant quarter. For the Sub-Funds’ Share Classes identified in the Appendix, the rate is 0.01% per annum. No tax is payable on the portion of assets invested in other undertakings for collective investment subject to such tax. No stamp duty or other tax is payable on the issue of shares in the SICAV in the Grand Duchy of Luxembourg. No tax is payable on realised or unrealised capital appreciation of the assets of the SICAV in the Grand Duchy of Luxembourg. Although the SICAV’s realised capital gains, whether short or long-term, are not expected to become taxable in another country, the shareholders must be aware and recognise that such a possibility is not totally excluded. The regular income of the SICAV from some of its securities, as well as interest earned on its cash deposits in certain countries, may be subject to withholding taxes at varying rates, which normally cannot be recovered. 6. Fees and Expenses a) All Sub-Funds - Share Classes A (acc), A (acc) - (hedged), A (dist), A (inc), B (acc), D (acc), D (acc) - (hedged) and J (dist) The fees and expenses charged to these Classes of shares are set at a fixed percentage of the total net assets of each Class of shares. This fixed percentage covers all fees and expenses connected with the management of these Classes of shares, including Investment Management Fees, Shareholder Servicing Fees and Other Operating and Administrative Expenses, which include but are not limited to Custody, Registrar and Transfer Agent Fees; it does not cover taxes paid on investments, the taxe d’abonnement, the interest, extraordinary costs or performance fees, if any. No other costs are charged to these Classes of shares, and the Investment Manager absorbs any difference that may arise between the actual costs of the operations of these Classes of shares and the fixed percentage. To the extent that the actual operating costs are less than the fixed percentage, the excess is paid to the Investment Manager and included within “Investment Management Fees”. To the extent that actual operating costs exceed the fixed percentage, the amount borne by the Investment Manager will be separately disclosed as a “Fee Waiver’’ in the Combined Statement of Net Assets and the Combined Statement of Operations and Changes in Net Assets. 31
JPMorgan Funds Notes to the Financial Statements (continued) As at 30 June 2008 This fixed annual rate of fees and expenses is categorised as a Total Expense Ratio. The fixed annual rates of fees for each Class of shares are shown in the Appendix. b) All Sub-Funds - Share Classes C (acc), C (acc) - (hedged), I (acc) and I (inc) The maximum total fees and expenses to be borne by shareholders on these Classes of shares of any Sub-Fund will not exceed a capped percentage of the total net assets attributable to that Class. These capped fees and expenses comprise Investment Management Fees plus other Operating and Administrative Expenses including but not limited to Custody, Fiduciary, Accounting, Transfer Agency Fees and Taxes; it does not cover performance fees, if any. This capped annual rate of fees and expenses is categorised as a Capped Expense Ratio. The capped annual rates of fees for each Class of shares are shown in the Appendix. c) All Sub-Funds - Share Classes X (acc) and X (inc) The Annual Management Fee that would normally be payable in respect of the X (acc) and X (inc) Share Classes are administratively levied and collected by the Global Distributor directly from the shareholder or through the relevant J.P.Morgan Chase & Co entity. The maximum Operating and Administrative Expenses to be borne by the Class X (acc) and X (inc) shareholders of any Sub-Fund will not exceed a capped percentage of the total net assets attributable to that Class, as set out in the Appendix. Sub-Funds may invest in UCITS and other UCIs managed by the Management Company, the Investment Manager or any other member of JPMorgan Chase & Co. The avoidance of a double-charge of the Annual Management and Advisory Fee on such assets is achieved by either a) excluding the assets from the net assets on which the Annual Management and Advisory Fee is calculated; or b) investing in UCITS or UCIs via classes that do not accrue an Annual Management and Advisory Fee or other equivalent fees payable to the relevant Investment Manager’s group; or c) the Annual Management and Advisory Fee being netted off by a rebate to the SICAV or Sub-Fund of the Annual Management and Advisory Fee (or equivalent) charged to the underlying UCITS or UCIs; or d) charging only the difference between the Annual Management and Advisory Fee of the SICAV or Sub-Fund and the Annual Management and Advisory Fee (or equivalent) charged to the underlying UCITS or UCIs. d) Performance Fees Pursuant to the Investment Management Agreement, as set out in the Appendix to the Prospectus, the Investment Manager is entitled to receive from the net assets of certain Sub-Funds or Classes, an annual performance-based incentive fee (the “Performance Fees”) equal to the given percentage (the “Performance Fees Rate”, as set out in the Appendix V to the Prospectus) of the Share Class Return (as defined below) in excess of the Benchmark Return and the High Water Mark Return where applicable (the “Excess Return”). On each Valuation Day, an accrual for the previous Valuation Day’s Performance Fees is made, when appropriate, and the final Performance Fees are payable annually. Pursuant to the provisions of the relevant Investment Management Agreement, the Investment Manager may be entitled to receive the Performance Fees from the Management Company. Performance Fees Accruals If the Share Class Return exceeds the Benchmark Return and the cumulative Share Class Return exceeds the High Water Mark Return (as set out in Appendix V to the Prospectus), the Performance Fees accrual is increased by the Performance Fees Rate multiplied by the Excess Return multiplied by the previous Valuation Day’s Adjusted net asset value for that Class. If the Share Class Return does not exceed the Benchmark Return, the Performance Fees accrual is reduced (but not below zero) by the Performance Fees Rate multiplied by the negative Excess Return multiplied by the previous Valuation Day’s Adjusted net asset value for that Class. Following a period of negative Excess Return whereby the Performance Fees accrual has been reduced to zero, no new Performance Fees are accrued until such time as the cumulative Share Class Return exceeds the greater of the High Water Mark Return and the cumulative Benchmark Return since the beginning of the Company accounting year. The Performance Fees accrued on any Valuation Day are reflected in the Net Asset Value per Share on the basis of which subscriptions and redemptions may be accepted. The Performance Fees are accrued daily and paid at the end of the financial year. Performance Fees are recorded separately in the Combined Statement of Operations and Changes in Net Assets. As of 30 June 2008, the Performance Fees rate and the benchmarks are as follows: Sub-Fund Applicable Share Performance Fee Performance Benchmark Classes Rate Emerging Markets Local Currency Debt Fund All 10% JPMorgan Global Bond Index – Emerging Markets Global Index (Total Return Gross) 7. Transactions with Connected Parties All transactions with connected parties were carried out on an arm’s length basis. JPMorgan Chase & Co. and its affiliates are counterparties for all securities lending activity and for certain forward foreign exchange contracts and financial futures contracts. The Management Company, Registrar, Global Distributor, Transfer and Domiciliary Agent, Advisory Company, Investment Managers, Custodian, Corporate, Administrative and Paying Agent and other related Agents of the SICAV are considered as connected parties. 8. Securities Lending The SICAV may lend portions of its securities portfolio to third parties. Such lending may only be effected via recognised clearing houses, or through the intermediary of prime financial institutions that specialise in such activities and in the modus specified by them. Such transactions may not be entered into for longer than 30 days. If the loan of securities exceeds 50% of the securities portfolio of the Sub-Fund concerned, it may only be effected on condition that it is possible to terminate the loan contract with immediate effect. The Directors will ensure that revenues arising from securities lending arrangements and the division thereof are in accordance with usual market practice and that the Sub-Fund retains an appropriate share thereof. Prior to 1 April 2008, 65% of any incremental income earned from securities lending was accrued to the applicable Sub-Fund, with the remaining income payable to the relevant parties which arrange the transaction. From 1st April 2008 the applicable percentage changed to 70%. The income earned from the securities lending program is detailed in the Combined Statement of Operations and Changes in Net Assets. As at 30 June 2008, the SICAV valuation of securities on loan dealt with the Custodian was USD 4,277,483,272 as detailed below and received collateral as security with a market value of USD 5,909,552,802. Market Value (USD) JPMorgan Funds - America Equity Fund 47,123,180 JPMorgan Funds - Eastern Europe Equity Fund 74,280,968 JPMorgan Funds - Emerging Europe, Middle East and Africa Equity Fund 24,058,559 JPMorgan Funds - Emerging Markets Debt Fund 19,310,505 JPMorgan Funds - Emerging Markets Equity Fund 100,084,318 JPMorgan Funds - Euroland Equity Fund 597,244,658 JPMorgan Funds - Euroland Select Equity Fund 1,049,023 JPMorgan Funds - Europe Dynamic Fund 186,853,872 JPMorgan Funds - Europe Dynamic Mega Cap Fund 81,569,758 JPMorgan Funds - Europe Equity Fund 508,181,199 JPMorgan Funds - Europe Small Cap Fund 147,159,539 JPMorgan Funds - Europe Technology Fund 59,752,391 JPMorgan Funds - Germany Equity Fund 218,483,220 JPMorgan Funds - Global Dynamic Fund 217,233,737 JPMorgan Funds - Global Equity Fund (USD) 14,060,239 32
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