JPMorgan Funds. Audited Annual Report 30 June 2013

Transcription

1 JPMorgan Funds Audited Annual Report 30 June 2013

2 This report is an abridged version the audited annual report established in conformity with the Luxembourg Law 17 December 2010 on Undertakings for Collective Investment. The complete version is available on request from the Company s registered fice in Luxembourg and from JPMorgan Funds (Asia) Limited. This report does not constitute an fer shares. Subscriptions are only valid if made on the basis the current Hong Kong Offering Document which is available free charge on request, supplemented by the most recent audited annual report the Fund and any subsequent unaudited semi-annual report, from JPMorgan Funds (Asia) Limited. Certain the sub-funds the Fund are not authorised for fer or distribution in or from Hong Kong. Accordingly, no reference is made to these sub-funds in this audited annual report. The attention the investors is drawn to the fact that certain figures in this audited annual report are expressed on a consolidated basis and, thus, include the assets those sub-funds which are not registered in Hong Kong.

3 JPMorgan Funds Audited Annual Report Contents Board Directors 1 Management and Administration 2 Board Directors Report 3 Investment Managers Report 8 Audit Report 9 Financial Statements and Statistical Information Combined Statement 11 Combined Statement Operations and Changes in 19 Statement Changes in the Number Shares 27 Statistical Information 36 Notes to the Financial Statements 45 Schedules Investments JPMorgan Funds - America Equity Fund 59 JPMorgan Funds - Asia Local Currency Debt Fund 61 JPMorgan Funds - Asia Pacific Income Fund 64 JPMorgan Funds - Brazil Equity Fund 70 JPMorgan Funds - China Fund 72 JPMorgan Funds - Eastern Europe Equity Fund 74 JPMorgan Funds - Emerging Europe, Middle East and Africa Equity Fund 76 JPMorgan Funds - Emerging s Bond Fund 78 JPMorgan Funds - Emerging s Debt Fund 83 JPMorgan Funds - Emerging s Equity Fund 89 JPMorgan Funds - Emerging s Local Currency Debt Fund 92 JPMorgan Funds - Emerging s Opportunities Fund 97 JPMorgan Funds - Emerging Middle East Equity Fund 100 JPMorgan Funds - Euroland Equity Fund 102 JPMorgan Funds - Euroland Select Equity Fund 105 JPMorgan Funds - Europe Dynamic Fund 108 JPMorgan Funds - Europe Dynamic Mega Cap Fund 111 JPMorgan Funds - Europe Equity Fund 114 JPMorgan Funds - Europe Small Cap Fund 117 JPMorgan Funds - Europe Technology Fund 119 JPMorgan Funds - Germany Equity Fund 121 JPMorgan Funds - Global Consumer Trends Fund 122 JPMorgan Funds - Global Convertibles Fund (EUR) 125 JPMorgan Funds - Global Dynamic Fund 129 JPMorgan Funds - Global Focus Fund 133 JPMorgan Funds - Global Government Bond Fund 137 JPMorgan Funds - Global Mining Fund 141 JPMorgan Funds - Global Natural Resources Fund 143 JPMorgan Funds - Global Real Estate Securities Fund (USD) 146 JPMorgan Funds - Global Unconstrained Equity Fund 149 JPMorgan Funds - Greater China Fund 152 JPMorgan Funds - Hong Kong Fund 153 JPMorgan Funds - India Fund 154 JPMorgan Funds - Japan Equity Fund 155 JPMorgan Funds - Japan Small Cap Fund 156 JPMorgan Funds - Korea Equity Fund 157 JPMorgan Funds - Latin America Equity Fund 159 JPMorgan Funds - Pacific Technology Fund 160 JPMorgan Funds - Russia Fund 161 JPMorgan Funds - Singapore Fund 163 JPMorgan Funds - Taiwan Fund 164 JPMorgan Funds - US Aggregate Bond Fund 165 JPMorgan Funds - US Growth Fund 185 JPMorgan Funds - US Small Cap Growth Fund 188 JPMorgan Funds - US Technology Fund 190 JPMorgan Funds - US Fund 191 Appendix: Unaudited Additional Disclosures Fund Total Expense Ratios 194 Summary Investment Objectives the Sub-Funds 204 Performance and Volatility 207 Interest Rate Received/(Charged) on Bank Accounts 217 Sub-Fund Share Classes Subject to Taxe d abonnement Rate Portfolio Turnover Ratio 218 Calculation Method the Risk Exposure 219 Historical Statements Changes in the Number Shares 220

4 JPMorgan Funds Board Directors Chairman Iain O.S. Saunders Duine, Ardfern Argyll PA31 8QN United Kingdom Directors Jacques Elvinger Elvinger, Hoss & Prussen 2, place Winston Churchill B.P. 425 L-2014 Luxembourg Grand Duchy Luxembourg Jean Frijns Antigonelaan 2 NL-5631 LR Eindhoven The herlands Berndt May JPMorgan Asset Management (Europe) S.à r.l. Austrian Branch Führichgasse 8 A-1010 Vienna Austria John Li How Cheong The Directors Office 19 rue de Bitbourg L-1273 Luxembourg Grand Duchy Luxembourg Peter Thomas Schwicht JPMorgan Asset Management (UK) Limited Finsbury Dials 20 Finsbury Street London EC2Y 9AQ United Kingdom Registered Office 6, route de Trèves L-2633 Senningerberg Grand Duchy Luxembourg 1

5 JPMorgan Funds Management and Administration Management Company, Registrar and Transfer Agent, Global Distributor and Domiciliary Agent JPMorgan Asset Management (Europe) S.à r.l. European Bank & Business Centre 6, route de Trèves L-2633 Senningerberg Grand Duchy Luxembourg Investment Managers J.P. Morgan Investment Management Inc. 245 Park Avenue New York, NY United States America JPMorgan Asset Management (Japan) Limited Tokyo Building 7-3, Marunouchi 2 - Chome, Chiyoda-ku Tokyo Japan JPMorgan Asset Management (UK) Limited Finsbury Dials 20 Finsbury Street London EC2Y 9AQ United Kingdom JPMorgan Asset Management (Taiwan) Limited 20F, 1, Songzhi Rd, Xinyi Dist Taipei City 110 Taiwan (R.O.C.) JF Asset Management Limited 21st Floor, Chater House 8 Connaught Road Central Hong Kong JPMorgan Asset Management (Singapore) Limited 168 Robinson Road 17th Floor, Capital Tower Singapore Highbridge Capital Management, LLC 9 West 57th Street New York, NY United States America Custodian, Corporate, Administrative Agent and Paying Agent J.P. Morgan Bank Luxembourg S.A. European Bank & Business Centre 6, route de Trèves L-2633 Senningerberg Grand Duchy Luxembourg Auditor PricewaterhouseCoopers, Société coopérative 400, Route d Esch B.P L-1014 Luxembourg Grand Duchy Luxembourg Legal Adviser Elvinger, Hoss & Prussen 2, place Winston Churchill B.P. 425 L-2014 Luxembourg Grand Duchy Luxembourg 2

6 JPMorgan Funds Board Directors Report Chairman Iain O.S. Saunders Independent Director and Chairman. A member the Board since November Mr Saunders graduated in Economics from Bristol University and joined Robert Fleming in He held several senior positions with the group in Hong Kong, Japan and the US, before returning to the UK in He was appointed Deputy Chairman Fleming Asset Management and retired in 2001 following the merger the Robert Fleming group with JP Morgan. Mr Saunders is currently Chairman several JPMorgan managed Luxembourg-domiciled investment funds and MB Asia Select Fund. Directors Jacques Elvinger Independent Director. A member the Board since January Mr Elvinger became a member the Luxembourg Bar in 1984 and has been a partner the Luxembourg law firm Elvinger, Hoss & Prussen since Mr Elvinger practices general corporate and banking law and specialises in the field investment and pension funds. He is a member the Board Directors the Luxembourg Fund Association (ALFI) and is currently Chairman the Regulation Advisory Board and Co-Chair the Legal Committee ALFI. He is also a member the Advisory Committees to the Luxembourg Commission for the Supervision the Financial Sector in the area investment funds, pension funds and investment companies in risk capital. Mr Elvinger currently holds a number pressional and board mandates with European organisations including several JPMorgan managed Luxembourg-domiciled investment funds. Jean Frijns Independent Director. A member the Board since September Mr Frijns studied Econometrics, attained a doctorate in Economics from the University Tilburg and was a lecturer at the Northern Illinois University. He joined the Dutch Central Planning Bureau (CPB), the economic think-tank the Dutch government in 1980 and, in 1983, was appointed as deputy director the CPB. Mr Frijns has held various posts including Chief Investment Strategist ABP, a Dutch pension fund, a pressorship in Investments from Vrije Universiteit (Amsterdam) and, since 2005 has served as Chairman the Monitoring Committee on Corporate Governance. Mr Frijns currently holds a number pressional and board mandates with European organisations including several JPMorgan managed Luxembourg-domiciled investment funds. John Li How Cheong Independent Director. A member the Board since June During the last 26 years Mr Li worked essentially in the financial sector auditing and advising clients such as banks, investment funds, insurance companies, etc. Clients also were from Europe, US, Japan and Asia fering Mr Li an extensive experience in dealing with international companies. Mr Li was a Partner at KPMG Luxembourg for more than 20 years during which he was Managing Partner for 8 years before taking on the role Chairman the Supervisory Board for 3 years. Mr Li was also a member the Investment Management Practice. Mr Li is a board member the Institut Luxembourgeois des Administrateurs. Mr Li currently holds a number board mandates with financial institutions including several JPMorgan managed Luxembourg-domiciled investment funds. Berndt May Connected Director. A member the Board since October Mr May studied Business Administration at the University Vienna and was head Investment Services for Invesco Bank in Austria, before joining JPMorgan in Prior to this, he was deputy head private banking and a fund manager at P.S.K. Bank. Mr. May is Member the Board VAIÖ, the Association International Funds in Austria and has been speaker the Board since He is currently country head JPMorgan Asset Management, Austria; responsible for the distribution JPMorgan Funds in Austria and Central Eastern Europe to institutional clients and to wholesale and retail distribution networks. He is currently a director several JPMorgan managed Luxembourg-domiciled investment funds. Peter Thomas Schwicht Connected Director. A member the Board since June Mr Schwicht is Chief Executive Investment Management, EMEA and is also a director the firm s principal legal entities and funds boards in Europe. A J.P.Morgan employee since 1987, Mr Schwicht was Head the Continental Europe Institutional business until June 2013 and before that was Investment Management Country Head for Institutional and Retail business in Germany where he first developed the business and then went on to expand this throughout Continental Europe. Prior to this appointment, Mr Schwicht held a number positions on the securities side in Fixed Income trading, proprietary positioning and sales in Frankfurt and New York. In 1995, he was appointed Managing Director J.P. Morgan GmbH, responsible for global markets and Treasury. He relocated to Buenos Aires in 1998 to join J.P. Morgan Argentina to develop its business into local markets, returning to Frankfurt to head the German Asset Management operations in 1999 when he additionally became responsible for Switzerland, Austria, Nordics and Eastern Europe. He also served as a member the executive board and supervisory board J.P. Morgan AG, Frankfurt and as Executive Director for J.P. Morgan Asset Management (Europe) in Luxembourg. Mr Schwicht obtained his Business Economics degree from the University Mannheim in Germany after having studied Business, Tax and Accounting in Hamburg, Norway and the USA. Mr Schwicht is currently a Director several JPMorgan managed Luxembourg-domiciled investment funds. The Board Directors (the Board ) is pleased to present the Audited Annual Report for the year ended 30 June

7 JPMorgan Funds Board Directors Report (continued) Structure the Fund The Fund is a variable capital investment company, organised as a Société Anonyme, under the laws the Grand Duchy Luxembourg. The Board has appointed JPMorgan Asset Management (Europe) S.à r.l. (JPMAM) as Management Company the Fund. The Fund is organised as an umbrella with a number Sub-Funds each which has its own investment objective, policies and restrictions. The objective the Fund is to place the money available to it in transferable securities and other permitted assets any kind, in accordance with the Fund s Prospectus, with the purpose spreading investment risks and affording shareholders the results the management their portfolios. The Fund qualifies as an Undertaking for Collective Investment in Transferable Securities (UCITS) under the EC Directive 2009/65/EC 13 July 2009 and is subject to the Luxembourg law 17 December 2010 on undertakings for collective investment. The Fund may therefore be fered for sale in European Union Member States, subject to notification in countries other than the Grand Duchy Luxembourg. In addition, applications to register the Fund and its Sub-Funds may be made in other countries. As at the year end the Fund had 133 Sub-Funds. All the Sub-Funds and Share Classes are registered for fer and distribution in the Grand Duchy Luxembourg and a number the Sub-Funds and Share Classes are registered for distribution in the following jurisdictions: Austria, Bahrain, Belgium, Chile, Cyprus, Denmark, Estonia, Finland, France, Germany, Greece, Hong Kong, Hungary, Ireland, Italy, Jersey, Korea, Macau, The herlands, Norway, Peru, Poland, Portugal, Singapore, Spain, Sweden, Switzerland, Taiwan and the United Kingdom. Role and Responsibility the Board The responsibility the Board is governed exclusively by Luxembourg law. With respect to the annual accounts the Fund, the duties the Directors are governed by the law 10 December 2010 on, inter alia, the accounting and annual accounts undertakings for collective investment and by the law 17 December 2010 relating to undertakings for collective investment. A management agreement between the Fund and JPMorgan Asset Management (Europe) S.à r.l sets out the matters over which the Management Company has authority under Chapter 15 the Law 17 December This includes management the Fund s assets and the provision administration, registration, domiciliation agent and marketing services. All other matters are reserved for approval by the Board and a schedule setting out such matters for clarity is in place between the Board and the Management Company. The matters reserved for the Board include determination each Sub-Fund s investment objective and policies, investment restrictions and powers, amendments to the Prospectus, reviewing and approving key investment and financial data, including the annual accounts, as well as the appointment, and review the services provided by, the Management Company, Auditor and custodian. Prior to each Board meeting the Directors receive detailed and timely information allowing them to be prepared for the items under discussion during the meeting. For each quarterly meeting the Board requests, and receives, reports from, amongst others, the Management Company, the investment managers, risk management as well as proposals for changes to existing Sub-Funds or proposals to launch new ones as appropriate. Senior representatives each these functions attend Board meetings by invitation to enable the Directors to question the reports presented to it. The Directors take decisions in the interests the Fund and its shareholders as a whole and refrain from taking part in any deliberation or decision which creates a conflict interest between their personal interests and those the Fund and its shareholders. The subject conflicts interest is documented in the Prospectus and the Management Company s policy on conflicts interest is available for inspection on the website: The Board can take independent pressional advice if necessary and at the Fund s expense. Board Composition The Board is chaired by Mr. Saunders and consists four Independent Directors and two Connected Directors. The Board defines a Connected Director as someone who is employed by JPMorgan Chase & Co or any its affiliates. All Board meetings require a majority Independent Directors to be in attendance and as such the Board acts independently from the Management Company. The Board as a whole has a breadth investment knowledge, financial skills, as well as legal and other experience relevant to the Fund s business. Directors are elected annually by shareholders at the Annual General Meeting. The Board does not limit the number years Directors service and it does take into account the nature and requirements the fund industry and the Fund s business when making recommendation to shareholders that Directors be elected. The terms each Director s appointment are set out in a contract for services and these are available at the Fund s registered fice for inspection. Board Remuneration The Board believes that the remuneration the Board members should reflect the responsibilities the Board, the experience the Board as a whole and be fair and appropriate given the size, complexity and investment objectives the Fund and Sub-Funds. The remuneration is reviewed on an annual basis and in 2013 was increased by 2. The Chairman is currently paid EUR 38,320 per annum and the other Directors EUR 35, per annum apart from the Connected Directors who have agreed to waive their remuneration. Change to the Composition the Board On 31 December 2012, Robert van der Meer resigned from the Board. The Board would like to take this opportunity to record its thanks for his service. Board Meetings and Committees The Board meets quarterly but if necessary additional meetings will be arranged. Given the scope and nature the business the Fund, the Board does not currently consider it necessary to have a formal Audit or Remuneration Committee or indeed any other standing committees. However, this is kept under review. All Board related matters are therefore currently approved by the Board or, where there are specific matters that need further consideration, a Sub-Committee the Board could be formed for this specific purpose. Such circumstances could be where the Board requests some amendments to the Prospectus and where it is not appropriate to wait till the next quarterly Board meeting for this to be approved. These Sub-Committee meetings are usually formed a minimum two Directors. There were five Board meetings held during the year. Four these were the quarterly Board meetings where, amongst other matters, the agenda included those items highlighted under the section above called Role and Responsibility the Board. The fifth was an additional Board meeting to consider and approve the annual report and accounts. There was one Sub-Committee meeting the Board held during the year. In addition to the Board meeting where the Auditors present the report on the audit the Fund accounts, the Independent Directors also meet with them annually without the Connected Directors being in attendance. 4

8 JPMorgan Funds Board Directors Report (continued) Internal Control Investment management and all administrative services are provided by the Management Company and custody assets is provided by J.P. Morgan Bank Luxembourg S.A. The Board s system internal control therefore mainly comprises monitoring the services provided by the Management Company and the Custodian, including the operational and compliance controls established by them to meet the Fund s obligations to shareholders as set out in the Prospectus, Articles Incorporation as well as all relevant regulations. The Management Company formally reports to the Board on a quarterly basis on the various activities it is responsible for and in addition shall inform the Board without delay any material administrative or accounting matters. Corporate Governance and ALFI Code Conduct The Board is responsible for ensuring that a high level corporate governance is met and considers that the Fund has complied with the best practices in the Luxembourg funds industry. In particular the Board has adopted the ALFI Code Conduct (the Code ) which sets out principles good governance. These principles were amended in August 2013 and are set out below: 1. The Board should ensure that high standards corporate governance are applied at all times; 2. The Board should have good pressional standing and appropriate experience and use best efforts to ensure that it is collectively competent to fulfil its responsibilities; 3. The Board should act fairly and independently in the best interests the investors; 4. The Board should act with due care and diligence in the performance their duties; 5. The Board should ensure compliance with all applicable laws and regulations and with the Fund s constitutional documents; 6. The Board should ensure that investors are properly informed, are fairly and equitably treated, and receive the benefits and services to which they are entitled; 7. The Board should ensure that an effective risk management process and appropriate internal controls are in place; 8. The Board should identify and manage fairly and effectively, to the best its ability, any actual, potential or apparent conflict interest and ensure appropriate disclosure; 9. The Board should ensure that shareholder rights are exercised in a considered way and in the best interests the Fund; 10. The Board should ensure that the remuneration the Board members is reasonable and fair and adequately disclosed. The Board considers that the Fund has been in compliance with the principles the Code in all material aspects throughout the financial year ended 30 June The Board undertakes an annual review ongoing compliance with the principles the Code. Proxy Voting Policy The Board delegates responsibility for proxy voting to the Management Company. The Management Company manages the voting rights the shares entrusted in a prudent and diligent manner, based exclusively on the reasonable judgement what will best serve the financial interests clients. So far as is practicable, the Management Company will vote at all the meetings called by companies in which they are invested. A copy the proxy voting policy is available from the Fund s registered fice upon request or on the website: Directors and Officers Indemnity Insurance The Fund s Articles Incorporation indemnify the Directors against expenses reasonably incurred in connection with any claim against them arising inthe course their duties or responsibilities as long as they have not acted fraudulently or dishonestly. To protect shareholders against any such claim, the Board has taken out Directors and Officers Indemnity Insurance which indemnifies the Directors against certain liabilities arising in the course their duties and responsibilities but does not cover against any fraudulent or dishonest actions on their part. Independent Auditor PricewaterhouseCoopers, Société Coopérative, has been the Fund s Auditor since February The provision audit services was last put to competitive tender in The Board reviewed the services PwC this year and decided that, subject to any other influencing factor, they should continue to be proposed to the Shareholders to be appointed as Auditor for the next three years. At the conclusion this period the Board will consider again whether to put the provision audit services out to competitive tender. Annual General Meeting The next Annual General Meeting the Company will be held on 20 November 2013 at the Registered Office the Company to consider matters relating to the year ending on 30 June At this meeting shareholders will, amongst other matters, be requested to consider the usual matters at such meetings including: 1. the adoption the financial statements and approval the allocation the results; 2. the approval Directors fees; 3. the election the Directors, all whom wish to stand for election; 4. the election the Auditor; No special business is being proposed by the Board. 5

9 JPMorgan Funds Board Directors Report (continued) Events during the Year During the year, the total net assets the Fund increased from USD 49.5 billion to USD 69.8 billion at year end. The Board agreed the following corporate actions relating to Sub-Funds during the year: a) Mergers Shareholders in the following Sub-Funds were informed the decision the Board to merge them as set out below: - JPMorgan Funds - US Dynamic Fund was merged into JPMorgan Funds - US Equity Plus Fund (formerly JPMorgan Funds - US Dynamic 130/30 Fund) with effect from 31 May The following other significant amendments to Sub-Funds were also approved by the Board during the year: a) Changes to investment strategies, investment objectives and policies, and names Shareholders in a number Sub-Funds were informed the decision the Board to make the following amendments: With effect from 5 December 2012: - JPMorgan Funds - Asia Pacific Bond Fund. The investment strategy was revised with the aim focusing on investment in Asian bond markets rather than actively investing in the Pacific region. The investment objective will be achieved by investing primarily in Asian local currency denominated debt securities and the Sub-Fund may also utilise convertible bonds. As a result these changes the name the Sub-Fund changed its name to JPMorgan Funds Asia Local Currency Debt Fund. - JPMorgan Funds - Global Equity Fund (USD). The Sub-Fund was restructured from a core global equity strategy to a more flexible investment strategy to reflect that it would invest primarily in an aggressively managed portfolio companies, globally. As a result this amendment the Sub-Fund changed its name to JPMorgan Funds - Global Unconstrained Equity Fund and its benchmark changed from: - Morgan Stanley Capital International (MSCI) World Index (Total Return ), to - Morgan Stanley Capital International (MSCI) All Country World Index (Total Return ) With effect from 19 December 2012: - JPMorgan - JF Asia Pacific Income Fund. To facilitate the registration the Sub-Fund in the Republic Korea the investment policy was clarified to provide that allocations to different asset classes and countries may vary depending on market conditions and opportunities. With effect from 14 February 2013: - JPMorgan Funds - Asia Pacific Bond Fund. The investment policy was changed to permit a wider range investment powers including the use financial derivative instruments, European corporate debt securities and below investment grade and unrated debt securities. b) Currency Changes The base currency JPMorgan Funds - Emerging s Local Currency Debt Fund was changed from EUR to USD with effect from 2 July c) Name Changes With effect from 4 February 2013, those Sub-Funds branded JF were renamed as set out below and in addition all share classes branded JF were also replaced with JPMorgan Classes Shares: - JPMorgan Funds - JF Asia Pacific Income Fund changed its name into JPMorgan Funds - Asia Pacific Income Fund; - JPMorgan Funds - JF China Fund changed its name into JPMorgan Funds - China Fund; - JPMorgan Funds - JF Greater China Fund changed its name into JPMorgan Funds - Greater China Fund; - JPMorgan Funds - JF Hong Kong Fund changed its name into JPMorgan Funds - Hong Kong Fund; - JPMorgan Funds - JF India Fund changed its name into JPMorgan Funds - India Fund; - JPMorgan Funds - JF Japan Equity Fund changed its name into JPMorgan Funds - Japan Equity Fund; - JPMorgan Funds - JF Japan Small Cap Fund changed its name into JPMorgan Funds - Japan Small Cap Fund; - JPMorgan Funds - JF Korea Equity Fund changed its name into JPMorgan Funds - Korea Equity Fund; - JPMorgan Funds - JF Pacific Technology Fund changed its name into JPMorgan Funds - Pacific Technology Fund; - JPMorgan Funds - JF Singapore Fund changed its name into JPMorgan Funds - Singapore Fund; - JPMorgan Funds - JF Taiwan Fund changed its name into JPMorgan Funds - Taiwan Fund. 6

10 JPMorgan Funds Board Directors Report (continued) Events After Year-End With effect from 1 July 2013 performance fees were no longer charged on JPMorgan Funds - Emerging s Local Currency Debt Fund The following Sub-Funds were liquidated: - JPMorgan Funds - Global Mining Fund on 30 August 2013; - JPMorgan Funds - Japan Small Cap Fund on 30 August 2013; - JPMorgan Funds - Pacific Technology Fund on 30 August The following merger is scheduled to take place on 25 October 2013: - JPMorgan Funds - Europe Dynamic Mega Cap Fund into JPMorgan Funds - Europe Dynamic Fund. Board Directors Luxembourg, 15 October

11 JPMorgan Funds Investment Managers Report Review The 12-month period to the end June 2013 saw the cautious market sentiment and investors preference for safe-haven assets, which had characterised previous quarters, recede. The result was strong gains for equities, with the MSCI World Index up 16.4 in euro terms (gross dividends reinvested). Government bonds fared less well, with the JP Morgan Global Government Bond Index down 4.4 in euro terms over the same period. Risk appetite returned as investors became less worried about the three main problems which had stood in the way global economic recovery, namely, disappointing US economic growth, the sovereign debt crisis in the eurozone and a deteriorating outlook for Chinese growth. The European Central Bank s (ECB s) promise in July to do whatever it takes to preserve the euro, and September s announcement a bond-buying programme, were regarded by many as pivotal, boosting sentiment and driving equities higher. Although the eurozone debt crisis rumbled on, with negative developments reflected in occasional spikes in peripheral European government bond yields, market participants seemed to take the periodic escalations in their stride. Among notable events were the bail-out the Spanish banking system early in the period, followed by the extension financial assistance to Cyprus in March 2013, as well as the political paralysis in Italy brought about by the resignation prime minister Mario Monti. In the US, the Federal Reserve (the Fed) continued to provide a life-line for the economy and financial markets in the form its quantitative easing programme, increasing the rate its purchases Treasury and mortgage-backed securities to USD 85 billion per month, while maintaining interest rates at a record low. The US corporate sector seemed unshaken by the uncertainty about federal spending and taxation which ensued from the political wrangles over the fiscal cliff and sequestration, with the S&P 500 Index reaching a record high in May. The outlook for the UK economy was boosted by improvements in both labour and housing market conditions. The Bank England maintained its programme asset purchases, while keeping interest rates at a record low. However, Japan was the stand-out performer. Following December s elections, the Bank Japan unveiled a monetary easing programme which is proportionately far larger than that the US, leading to a (short-lived) surge in Japanese equities. Japanese yen weakness benefited exporters, leading to growth in net exports and boosting earnings from overseas. Investors faced an environment ultra-low interest rates (and government bond yields) across the developed world. As a result, the review period was characterised by a widespread search for yield, with investors turning to dividend-paying equities, corporate bonds, emerging market debt and other assets for potentially higher returns. Among top performers for the review period were the US and European credit markets, as well as emerging market local currency-denominated debt. Emerging market equities underperformed relative to the global average, with many companies, particularly exporters, adversely affected by falling demand from China and India. Investors became increasingly concerned about the world s second-largest economy towards the end the review period, as Chinese growth over the first quarter, at an annualised 7.7, fell short expectations. It could be said that China is struggling to transition away from investment-led growth to a more balanced and increasingly domestic-led model. Nevertheless, economic growth remains robust by almost any other measure apart from comparisons with China s own recent performance. Outlook Given the extent to which the actions the major central banks have influenced the direction global markets, investors are likely to keep a close eyeon any monetary policy change and the effects that ensue. The Fed indicated towards the end the review period that it could slow down the pace its asset purchases, which was viewed by some as a signal a change in policy, leading to short-term market volatility. This was followed, however, by assurances that interest rates would remain at record lows for some time to come, while economic conditions do not yet appear strong enough to begin scaling back asset purchases. Looking ahead, we expect the Fed s policy trajectory to remain a significant, if not the dominant force driving markets. The greatest concern, particularly for bond markets, would stem from an earlier-than-expected unwinding quantitative easing in response to improving US growth and employment conditions, leading to a potential sharp rise in Treasury yields. In Europe, where signs a sustained recovery have yet to appear, monetary authorities have given no indication a potential timeframe for withdrawal stimulus. This should continue to support regional markets in coming months. Investment Managers 15 October 2013 The information contained in this report is historical and not necessarily indicative future performance. 8

12 Audit Report To the Shareholders JPMorgan Funds We have audited the accompanying financial statements JPMorgan Funds and each its Sub-Funds, which comprise the Combined Statement and the Schedule Investments as at 30 June 2013 and the Combined Statement Operations and Changes in for the year then ended, and a summary significant accounting policies and other explanatory notes to the financial statements. Responsibility the Board Directors the SICAV for the financial statements The Board Directors the SICAV is responsible for the preparation and fair presentation these financial statements in accordance with Luxembourg legal and regulatory requirements relating to the preparation the financial statements and for such internal control as the Board Directors the SICAV determines is necessary to enable the preparation financial statements that are free from material misstatement, whether due to fraud or error. Responsibility the Réviseur d entreprises agréé Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing as adopted for Luxembourg by the Commission de Surveillance du Secteur Financier. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the judgment the Réviseur d entreprises agréé, including the assessment the risks material misstatement the financial statements, whether due to fraud or error. In making those risk assessments, the Réviseur d entreprises agréé considers internal control relevant to the entity s preparation and fair presentation the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose expressing an opinion on the effectiveness the entity s internal control. An audit also includes evaluating the appropriateness accounting policies used and the reasonableness accounting estimates made by the Board Directors the SICAV, as well as evaluating the overall presentation the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion Inour opinion, thefinancial statementsgivea true and fair viewthefinancialpositionjpmorganfunds and eachits Sub-Fundsas 30June2013, and theresults their operations and changes in their net assets for the year then ended in accordance with Luxembourg legal and regulatory requirements relating to the preparation the financial statements. Other matters Supplementary information included in the annual report has been reviewed in the context our mandate but has not been subject to specific audit procedures carried out in accordance with the standards described above. Consequently, we express no opinion on such information. However, we have no observation to make concerning such information in the context the financial statements taken as a whole. PricewaterhouseCoopers, Société coopérative Luxembourg, 15 October 2013 Represented by Régis Malcourant PricewaterhouseCoopers, Société coopérative, 400 Route d Esch, B.P. 1443, L-1014 Luxembourg T: , F: , Cabinet de révision agréé. Expert-comptable (autorisation gouvernementale n ) R.C.S. LuxembourgB TVA LU

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14 JPMorgan Funds Combined Statement JPMorgan Funds Combined USD America Equity Fund USD Asia Local Currency Debt Fund (1) USD Investments in Securities at 68,150,269, ,582,362 44,293,840 Acquisition Cost: 66,428,815, ,785,928 46,266,729 Investment in TBAs at * 11,429, Cash at Bank and at Brokers 1,135,799,908 3,574,500 2,995,309 Time Deposits and Cash Equivalents 482,841, Amounts Receivable on Sale Investments 685,843, Amounts Receivable on Sale TBAs * 9,265, Amounts Receivable on Subscriptions 641,895,883 6,531,887 - Interest and Dividends Receivable, 447,683,360 94, ,421 Tax Reclaims Receivable 11,433,713 13,085 - Fee Waiver ** 1,280,056-12,633 Other Receivables 251, Unrealised Gain on Forward Foreign Exchange Contracts 21,900,810-60,484 Unrealised Gain on Financial Futures Contracts 13,143, Derivatives Instruments at 6,963, Total 71,620,000, ,797,017 47,776,687 Liabilities Bank and Broker Overdraft 52,738, Open Short Positions on TBAs * 9,170, Amounts Payable on Purchase Investments 840,075, ,750 Amounts Payable on Purchase TBAs * 11,612, Amounts Payable on Redemptions 606,000,048 12,545,524 29,999 Management and Advisory Fees Payable 67,624, ,647 24,718 Performance Fees 21,739, Other Payables 14,086,228 29,744 24,102 Unrealised Loss on Forward Foreign Exchange Contracts 207,823, ,291 - Unrealised Loss on Financial Futures Contracts 2,653, Derivatives Instruments at 18,032, Total Liabilities 1,851,556,168 14,428, ,569 Total 69,768,444, ,368,811 46,989,118 Historical Total 30 June ,476,484, ,441,808 35,646, June ,579,868, ,176,243 26,568, June ,088,150, ,415,446 9,675, June ,590,007, ,907,417 - * Please refer to Note 2l). ** Please refer to Note 7a). # This Sub-Fund s JF prefix was removed on 4 February (1) This Sub-Fund was renamed from Asia Pacific Bond Fund on 5 December The accompanying notes form an integral part these Financial Statements. 11

15 JPMorgan Funds Combined Statement (continued) Asia Pacific Income Fund # USD Brazil Equity Fund USD China Fund # USD Eastern Europe Equity Fund EUR Emerging Europe, Middle East and Africa Equity Fund USD Emerging s Bond Fund USD 4,395,490, ,669,264 2,040,264, ,143, ,699, ,675,558 4,637,714, ,017,736 1,930,124, ,349, ,240, ,895, ,058,702 23,233,777 37,804, ,099 17,480,609 91,458, ,352,412-21,747,595-14,728,165 3,342, ,106,382 1,437,140 6,160, , ,972 23,381 41,080,898 2,481,632 22,788,530 11,271,973 5,482,712 5,947, ,027 5, , , ,490, , ,656,038, ,181,813 2,128,766, ,833, ,172, ,471, ,822 1,950, ,672,551-33,155,920 22,842 5,619,248 2,424, ,704,214 2,675,600 4,480,806 1,783,777 1,035,884 1,599,742 6,137, ,035 2,995, , , , ,009 51,930 5,343,285 94,984 94,366 34, , , ,478,421 3,313,565 45,975,597 3,281,251 9,300,472 5,070,020 4,549,560, ,868,248 2,082,791, ,552, ,872, ,401,910 97,564, ,029,937 2,309,935, ,673, ,112, ,450, ,798, ,021,664 3,541,070,027 1,018,982, ,057, ,078, ,088, ,795,857 3,435,434, ,639, ,492, ,177, ,125,204 57,567,211 3,277,872, ,438, ,101,

16 JPMorgan Funds Combined Statement (continued) Emerging s Debt Fund USD Emerging s Equity Fund USD Emerging s Local Currency Debt Fund (2) USD Emerging s Opportunities Fund USD Emerging Middle East Equity Fund USD Euroland Equity Fund EUR 1,541,564,593 5,158,539,163 3,622,232,567 1,653,470, ,353, ,641,637 1,642,173,461 4,195,911,598 3,936,994,072 1,794,311, ,276, ,790, ,483,145 10,583, ,853,414 19,766,385 2,659, , ,302,128-25,471,851 1,869 10,222, ,525 6,184,410 13,489,698 6,240, ,197 75,380 27,348,138 16,476,666 72,544,803 12,778,491 53,434 74, , ,201 1, , , ,612,303,540 5,191,783,267 4,052,886,278 1,692,267, ,828, ,584,702 3,440, ,340,538-12,331,633 1,372, ,802,966 10,180,116 31,292,084 5,185,470 9,756, ,446 1,537,396 4,400,359 2,487,754 1,422, , , , , , , , ,900 31,368 12,695, ,084 32,989,375 88,680 1, , , ,767, ,839,627 15,967,857 87,741,739 8,361,537 10,240, ,858 1,534,463,913 5,175,815,410 3,965,144,539 1,683,905, ,587, ,198, ,838,358 5,878,841,645 1,440,961, ,331, ,037, ,389, ,085,920 9,057,075, ,551, ,190, ,241, ,908, ,809,729 6,562,754, ,595, ,174, ,270, ,371, ,731,454 4,671,128,410 86,488, ,246, ,671, (2) This Sub-Fund changed its currency to USD on 2 July

17 JPMorgan Funds Combined Statement (continued) Euroland Select Equity Fund EUR Europe Dynamic Fund EUR Europe Dynamic Mega Cap Fund EUR Europe Equity Fund EUR Europe Small Cap Fund EUR Europe Technology Fund EUR Germany Equity Fund EUR 59,390, ,593,386 44,586, ,844, ,568,966 92,444, ,332,133 55,314, ,804,852 41,621, ,596, ,087,902 81,810, ,422, ,636,059 1,900, , ,891 1,579, ,412 3,321, , , , , , , ,000 34, , ,807 77, ,709 26, , , , , , , ,747 81, , , , , , , ,199, ,312,596 45,619, ,236, ,993,349 93,426, ,227, ,554, , , ,935-3,767, ,523 75,839 21,976 3,751, , ,694 3,151,105 50, ,062 58, , , , , ,089 60,242 14,990 19,879 61,984 35,065 8, ,760 28,985 14, , , ,329 9,708,982 1,829, ,279 7,456,325 61,111, ,920,231 45,508, ,527, ,163,852 93,016, ,771,628 44,596, ,477,003 40,255, ,636, ,922,589 87,185, ,416,534 90,744, ,262,323 52,556, ,043, ,203, ,251, ,289,781 7,845, ,699, ,048, ,504, ,762,214 94,831, ,786,355 7,416, ,364, ,110, ,429, ,604,156 70,223, ,655,

18 JPMorgan Funds Combined Statement (continued) Global Consumer Trends Fund EUR Global Convertibles Fund (EUR) EUR Global Dynamic Fund USD Global Focus Fund EUR Global Government Bond Fund EUR Global Mining Fund EUR Global Natural Resources Fund EUR 129,097,182 1,514,731,800 1,044,415,882 1,320,003, ,577,673 1,991, ,777, ,743,057 1,484,037, ,186,312 1,162,377, ,583,045 3,454,891 1,226,052, ,098, ,529 6,828,655 15,211,783 11,148,967 75, , ,780,716 19,743,750 9,526,858 9,772,587-36,633 2,369, ,908,797 4,864, ,331 1,512, ,864-1,997, ,119 5,475,133 1,929,696 1,116,911 1,320,621 5,399 1,405,885 8, ,810 1,631, ,878 8, ,910 37, ,380, ,296,702 1,545,681,692 1,064,076,908 1,349,248, ,976,501 2,118, ,914, , ,060,494 36,960,975 14,611,712 30,883,195-66, , ,713 13,137, ,314 1,857, ,966-3,242, ,289 1,492, ,743 1,543,403 42,882 3,536 1,272, ,760 55,403 80,530 41,264 23,802 9,339 62,254 2,590 19,330, ,904 10,404, , ,380,846 70,976,697 15,810,203 44,730, ,211 79,853 5,114, ,915,856 1,474,704,995 1,048,266,705 1,304,518, ,419,290 2,038, ,799, ,021,057 1,108,872, ,386,579 1,234,679, ,024,391 3,259,036 1,602,850, ,998,265 1,785,713,634 1,265,404,327 1,568,207, ,506,166 2,381,234 3,067,154,904 53,019,318 2,837,744,071 1,135,055,214 1,027,930, ,367,183-1,912,587,338 5,996,185 1,939,507,561 1,174,912, ,436,544 71,690,468-1,018,336,

19 JPMorgan Funds Combined Statement (continued) Global Real Estate Securities Fund (USD) USD Global Unconstrained Equity Fund (3) USD Greater China Fund # USD Hong Kong Fund # USD India Fund # USD Japan Equity Fund # USD Japan Small Cap Fund # USD 136,619, ,165,114 1,114,325, ,356,517 1,581,016, ,353,767 41,356, ,036, ,911,798 1,008,898, ,519,447 1,184,563, ,241,026 36,736, ,422 2,143,227 1,527, ,621 11,654,042 1,247, , ,341-8,192,021 1,129,165 13,770,939 4,548, , ,045,209 64,790 1,402, ,613 2,948,143 1,470,798 85, , ,561 7,473,048 1,204,493 6,918, ,734 32,849 5,402 83, , , , ,345, ,243,717 1,132,920, ,698,409 1,616,308, ,782,202 42,326, ,438,404-7,473, ,793 1,964,363 6,424,639 1,277,830-4,362, , , ,224 2,601, ,187 3,549, , , , ,309 1,347, ,239 2,460, ,652 54, , ,100 83,101 24, ,600 22,823 18, , ,182 2,542,285 14,895,148 1,796,626 13,687,211 5,090, , ,555, ,701,432 1,118,025, ,901,783 1,602,620, ,691,640 41,620,265 65,477, ,255, ,446, ,375,667 1,803,777, ,739,576 25,211,400 81,208, ,465, ,813, ,759,093 2,756,155, ,760,434 35,355,489 27,856, ,598, ,691, ,855,931 2,637,009, ,118,567 33,764,363 13,710, ,869, ,509, ,431,721 2,084,541, ,735,115 52,721, (3) This Sub-Fund was renamed from Global Equity Fund (USD) on 5 December

20 JPMorgan Funds Combined Statement (continued) Korea Equity Fund # USD Latin America Equity Fund USD Pacific Technology Fund # USD Russia Fund USD Singapore Fund # USD Taiwan Fund # USD 146,015,149 1,449,675,128 15,675, ,657, ,050, ,002, ,816,813 1,395,818,679 15,405,200 1,194,835, ,172, ,889, ,112,743 25,118, ,380-6,994,111 5,614,334 7,001, ,324,808 42,253, ,491-3,412,097 3,449, ,886 7,146,452 4,395 2,353,526 33,999 49,455 82,420 3,352,999 34,407 24,242,274 27, , ,497-11,968 87,322-31, , , ,828,016 1,527,546,511 16,383, ,340, ,518, ,508, ,249-1,014, ,519,155 2,295,503 46, ,925 2,345,861 5,882, ,156 58,669, ,331,993 5,683, , ,028 1,735,265 21,753 1,043, , , , ,518 15, ,756 24,653 89,534 12, ,912,354 63,676,800 84,513 6,778,771 8,265,960 6,376, ,915,662 1,463,869,711 16,299, ,561, ,252, ,132, ,018,691 1,434,536,865 23,068,358 1,096,241, ,824, ,348, ,143,795 1,506,133,753 29,942,132 2,620,754, ,768, ,178,924 32,973,452 1,290,637,333 60,914,568 2,035,560, ,447, ,093,161 11,522, ,144,836 27,012, ,414, ,367, ,227,

21 JPMorgan Funds Combined Statement (continued) US Aggregate BondFund USD US Growth Fund USD US Small Cap Growth Fund USD US Technology Fund USD US Fund USD 2,221,562,525 1,505,250, ,782, ,903,072 2,592,678,434 2,182,166,969 1,342,499, ,829, ,796,846 2,137,224, ,043,082 4,537, ,902 22,623, ,343 11,158,702 2,497,363 2,285, ,997,502 4,838,411 1,379, ,920 17,599,205 9,883, ,963 74,946 14,789 1,787,498-42,695-26,456 49,038 5, , , ,235,935,348 1,522,748, ,271, ,351,866 2,634,742,924 11,708, ,948, ,022 1,480, ,377,323 6,480, , ,160 23,629,078 1,315,484 1,346, , ,436 2,446, ,686 28,273 15,518 19,567 46,560 1,491,435 1,276, ,925, ,103,340 26,079,989 1,192,247 2,125,996 30,046,878 2,209,832,008 1,496,668, ,079, ,225,870 2,604,696,046 2,179,090,916 1,051,921, ,521, ,732,557 1,326,685,426 1,434,025, ,452, ,839, ,576,507 1,134,647, ,323,512 59,733,564 46,434,212 52,580, ,693, ,305,842 93,548,217 29,100,734 34,742, ,397,311 # This Sub-Fund s JF prefix was removed on 4 February