JPMorgan Funds. (An open-ended investment company incorporated in Luxembourg)

Transcription

1 JPMorgan Funds (An open-ended investment company incorporated in Luxembourg) prospectus september 2005

2 Important Information This Prospectus should be read in its entirety before making any application for Shares. If you are in any doubt about the contents of this Prospectus you should consult your financial or other professional adviser. Shares are offered on the basis of the information contained in this Prospectus and the documents referred to therein. No person has been authorised to issue any advertisement or to give any information, or to make any representations in connection with the offering, placing, subscription, sale, conversion or redemption of Shares other than those contained in this Prospectus and, if issued, given or made, such advertisement, information or representations must not be relied upon as having been authorised by the Management Company and/or JPMorgan Chase & Co. Neither the delivery of this Prospectus nor the offer, placement, subscription or issue of any of the Shares shall under any circumstances create any implication or constitute a representation that the information given in this Prospectus is correct as of any time subsequent to the date hereof. The Directors, whose names are set out in the section Board of Directors below, have taken all reasonable care to ensure that the information contained in this Prospectus is, to the best of their knowledge and belief, in accordance with the facts and does not omit anything material to such information. The Directors accept responsibility accordingly. The distribution of this Prospectus and supplementary documentation and the offering of Shares may be restricted in certain countries. Persons into whose possession this Prospectus comes are required to inform themselves as to the requirements within their own country for transactions in Shares, any applicable exchange control regulations and the tax consequences of any transaction in Shares. This Prospectus does not constitute an offer to anyone in any country in which such offer is not lawful or authorised, or to any person to whom it is unlawful to make such offer. Investors should note that not all the protections provided under their relevant regulatory regime may apply and there may be no right to compensation under such regulatory regime, if such scheme exists. The Management Company shall not divulge any confidential information concerning the Investor unless required to do so by law or regulation. The Investor agrees that personal details contained in the application form and arising from the business relationship with the Management Company may be stored, modified or used in any other way by the Management Company or JPMorgan Chase & Co. for the purpose of administering and developing the business relationship with the Investor. To this end data may be transmitted to JPMorgan Chase & Co., financial advisers working with the Management Company, as well as to other companies being appointed to support the business relationship (e.g. external processing centres, despatch or paying agents). The distribution of this Prospectus in certain countries may require that this Prospectus is translated into the official languages of those countries. Should any inconsistency arise between the translated and the English version of this Prospectus, the English version shall always prevail. The most recent annual report and the latest semi-annual report, if published thereafter form an integral part of this Prospectus. These documents and the Simplified Prospectus(es) published by the Fund are available at the registered office of the Fund and from its local sales agents listed in Appendix 1, Information For Investors In Certain Countries. The Management Company or JPMorgan Chase & Co. may use telephone recording procedures to record, inter alia, transaction orders or instructions. By giving such instructions or orders by telephone, the counterparty to such transactions is deemed to consent to the taperecording of conversations between such counterparty and the Management Company or JPMorgan Chase & Co and to the use of such tape recordings by the Management Company and/or JPMorgan Chase & Co. in legal proceedings or otherwise at their discretion.

3 CONTENTS Contents Page Board of Directors 8 Administration 8 Section 1. The Fund Structure Investment Objectives and Policies Classes of Shares 10 Section 2 Share Dealing Subscription for Shares Redemption and Conversion of Shares Calculation of Prices Suspensions or Deferrals 16 Section 3 General Information Administration Details, Charges and Expenses Fund Information Dividends Taxation Meetings and Reports Details of Shares Additional Information Relating to JPMorgan Funds JF India Fund Additional Information Relating to JPMorgan Funds Global Aggregate Bond Fund Additional Investment Policies for All Sub-Funds 26 Appendix I Information for Investors in Certain Countries 27 General Austria Belgium France Germany Ireland Italy The Netherlands Spain Switzerland United Kingdom 30 Appendix II Investment Restrictions and Powers 31 Financial Techniques and Instruments 35 1

4 CONTENTS Appendix III Sub-Fund Details Classes of Shares Benchmarks Risk Management Process Equity Sub-Funds 40 JPMorgan Funds America Equity Fund 42 JPMorgan Funds America Large Cap Fund 43 JPMorgan Funds America Micro Cap Fund 44 JPMorgan Funds JF Asia Equity Fund 45 JPMorgan Funds JF China Fund 46 JPMorgan Funds Eastern Europe Equity Fund 47 JPMorgan Funds Emerging Europe Equity Fund 48 JPMorgan Funds Emerging Markets Equity Fund 49 JPMorgan Funds Euroland Equity Fund 50 JPMorgan Funds Europe Convergence Equity Fund 51 JPMorgan Funds Europe Dynamic Fund 52 JPMorgan Funds Europe Dynamic Mega Cap Fund 53 JPMorgan Funds Europe Dynamic Small Cap Fund 54 JPMorgan Funds Europe Equity Fund 55 JPMorgan Funds Europe Focus Fund 56 JPMorgan Funds Europe Micro Cap Fund 57 JPMorgan Funds Europe Small Cap Fund 58 JPMorgan Funds Europe Special Situations Fund 59 JPMorgan Funds Europe Strategic Growth Fund 60 JPMorgan Funds Europe Strategic Value Fund 61 JPMorgan Funds Europe Technology Fund 62 JPMorgan Funds Germany Equity Fund 63 JPMorgan Funds Global Dynamic Fund 64 JPMorgan Funds Global Equity Fund 65 JPMorgan Funds Global Life Sciences Fund 66 JPMorgan Funds Global Natural Resources Fund 67 JPMorgan Funds Global Recovery Fund 68 JPMorgan Funds Global Socially Responsible Fund 69 JPMorgan Funds JF Greater China Fund 70 JPMorgan Funds JF Hong Kong Fund 71 JPMorgan Funds JF India Fund 72 JPMorgan Funds JF International Equity Fund (EUR) 73 JPMorgan Funds JF Japan Diversified Fund 74 JPMorgan Funds JF Japan Equity Fund 75 JPMorgan Funds JF Japan Small Cap Fund 76 JPMorgan Funds Latin America Equity Fund 77 JPMorgan Funds Middle East Equity Fund 78 JPMorgan Funds JF Pacific Equity Fund 79 JPMorgan Funds JF Pacific Technology Fund 80 JPMorgan Funds Russia Fund 81 JPMorgan Funds JF Singapore Fund 82 JPMorgan Funds JF Taiwan Fund 83 JPMorgan Funds UK Equity Fund 84 JPMorgan Funds US Dynamic Fund 85 JPMorgan Funds US Small Cap Growth Fund 86 JPMorgan Funds US Strategic Growth Fund 87 JPMorgan Funds US Strategic Value Fund 88 JPMorgan Funds US Technology Fund 89 2

5 CONTENTS 5. Alpha Plus Sub-Funds 90 JPMorgan Funds JF Asia Alpha Plus Fund 91 JPMorgan Funds JF Japan Alpha Plus Fund Balanced Sub-Funds 93 JPMorgan Funds Europe Balanced Fund (EUR) 93 JPMorgan Funds JF Pacific Balanced Fund Convertible Bond Sub-Funds 95 JPMorgan Funds Global Convertible Bond Fund (EUR) Bond Sub-Funds 96 JPMorgan Funds Europe Aggregate Plus Bond Fund 97 JPMorgan Funds Europe High Yield Bond Fund 98 JPMorgan Funds FF Emerging Markets Debt Fund 99 JPMorgan Funds US Aggregate Bond Fund 100 JPMorgan Funds Global Aggregate Bond Fund 101 JPMorgan Funds Global Strategic Bond Fund 102 JPMorgan Funds Sterling Bond Fund 103 Appendix IV Risk Factors 104 Appendix V Calculation of Performance Fees 108 3

6 PRINCIPAL FEATURES Principal Features and Glossary The following summarises the principal features of the Fund and should be read in conjunction with the full text of this Prospectus. Articles Benchmarks Bid Price and Offer Price The Articles of Incorporation of the Fund as amended from time to time. Total Return Net is net of tax on dividends, Total Return Gross is gross of tax on dividends, Price Index excludes dividend income. Benchmarks of Sub-Funds used in the calculation of the performance fees are stated in section 3.1 Administration Details, Charges and Expenses. Where a Sub-Fund s benchmark is part of the investment policy, this is stated in the investment objective and policy of the Sub-Fund in Appendix III. For all other Sub-Funds, the benchmark listed in section 3 of Appendix III for each Sub-Fund is used only as an indicator. Not yet determined is inserted in place of the benchmark in Appendix III for those Sub-Funds which have not yet launched. Shares of each Class are issued at the Offer Price of such Class determined on the applicable Valuation Day in accordance with the relevant provisions under "Calculation of Prices". Subject to certain restrictions specified herein, Shareholders may at any time request redemptions of their Shares at the Bid Price of the relevant Class determined on the applicable Valuation Day in accordance with the relevant provisions under "Calculation of Prices". Business Day Conversion of Shares CSSF Custodian Dealing Basis Directors Distributor Dividends Documents of the Fund A week day other than New Year s Eve, New Year's Day, Easter Monday, Christmas Day, the day prior to and following Christmas Day, or, if these days are not on week days, holidays in lieu of these days. As more fully described under "2.2 Redemption and Conversion of Shares" below, unless specifically indicated to the contrary in the relevant section of Appendix III, and subject to compliance with any conditions (including any minimum subscription amount) of the Class into which conversion is to be effected, Shareholders may at any time request conversion of their Shares into Shares of another existing Class of that or another Sub-Fund, or to Shares of any other UCITS or other UCIs managed by a member of JPMorgan Chase & Co., on the basis of the Bid Price of the original Class and the net asset value of the other Class. A conversion charge may be applicable, as more fully described under "2.2 Redemption and Conversion of Shares" below. Commission de Surveillance du Secteur Financier The regulatory and supervisory authority of the Fund in Luxembourg. The assets of the Fund are held under the custody or control of J.P. Morgan Bank Luxembourg S.A. Forward pricing (A forward price is a price calculated at the valuation point following the Fund s deal cut off time.) The Board of Directors of the Fund (the Board, the Directors or the Board of Directors ). The person or entity duly appointed from time to time by the Management Company to distribute or arrange for the distribution of Shares. Distribution of substantially the whole of the net income attributable to all Share Classes of the Fund for the year, apart from those set out in the Prospectus under "3.3 Dividends". Copies of the Articles, Prospectus, Simplified Prospectus(es), supplementary documents and financial reports are available free of charge at the registered office of the Fund. 4

7 PRINCIPAL FEATURES Eligible State EU Member State EUR/Euro FATF Financial Year Fund GBP Historical Performance Any EU Member State, any member state of the Organisation for Economic Co-operation and Development ("OECD"), and any other state which the Directors deem appropriate with regard to the investment objectives of each Sub-Fund. Eligible States include in this category countries in Africa, the Americas, Asia, Australasia and Europe. A member state of the European Union. The official single European currency adopted by a number of EU Member States participating in the Economic and Monetary Union (as defined in European Union legislation). Financial Action Task Force (also referred to as Groupe d Action Financière Internationale "GAFI"). The FATF includes 33 members: 31 countries and jurisdictions (15 of the EU Member States; Argentina; Australia; Brazil; Canada; Hong Kong/China; Iceland; Japan; Mexico; New Zealand; Norway; Russian Federation; Singapore; South Africa; Switzerland; Turkey and the United States of America); and two international organisations (the European Commission and the Gulf Co-operation Council). The financial year of the Fund ends on 30 June each year. The Fund is an investment company organised under Luxembourg law as a société anonyme qualifying as a société d'investissement à capital variable ("SICAV"). The Fund comprises several Sub-Funds. Each Sub-Fund may have one or more classes of Shares. The Fund is authorised under Part I of the Luxembourg law of December 20, 2002 relating to collective investment undertakings (the Luxembourg Law ) and qualifies as an Undertaking for Collective Investments in Transferable Securities ("UCITS") under the amended EC Directive 85/611 of December 20, United Kingdom pounds sterling. Past performance information for each Sub-Fund is contained in that Sub-Fund s Simplified Prospectus, which is available at the registered office of the Fund. Institutional Investor(s) An Investor, within the meaning of Article 129 of the Luxembourg Law of December 2002, which currently includes insurance companies, pension funds, credit establishments and other professionals in the financial sector investing either on their own behalf or on behalf of their clients who are also Investors within the meaning of this definition or under discretionary management, undertakings for collective investment and qualified holding companies. Investment Manager Investor ISDA JPMorgan Chase & Co. JPY Legal Structure The Management Company has delegated investment management and advisory functions for each Sub-Fund to one of the Investment Managers listed in the Administration page below and as further specified in respect of each Sub-Fund in Appendix III. A subscriber for Shares. The International Swaps and Derivatives Association is the global trade association representing participants in the privately negotiated derivatives industry. The Management Company s ultimate holding company, located at 270 Park Avenue, New York, N.Y , USA and that company s direct and indirect subsidiaries and affiliates worldwide. Japanese Yen. Open-ended investment company with separate Sub-Funds incorporated in the Grand Duchy of Luxembourg. 5

8 DEFINITIONS Listing of Shares Management Company Minimum Investment Net Asset Value per Share Reference Currency The Shares of each Class of each Sub-Fund (except Class X Shares) are, or will on issue, be listed on the Luxembourg Stock Exchange and may be listed on the Bermuda Stock Exchange unless stated to the contrary in the relevant section of Appendix III. JPMorgan Asset Management (Europe) S.à r.l. has been designated by the Directors of the Fund as Management Company to provide investment management, administration and marketing functions to the Fund with the possibility to delegate part of such functions to third parties. The minimum investment levels for initial and subsequent investments are specified in Appendix III. In relation to any Shares of any class, the value per Share determined in accordance with the relevant provisions described under the heading "Calculation of Prices" as set out in Section 2.3. The reference currency of a Sub-Fund (or a Class thereof, if applicable) which, however, does not necessarily correspond to the currency in which the Sub-Fund s assets are invested at any point in time. Registrar and Transfer Agent The issue, redemption, transfer and conversion of Shares will be processed by JPMorgan Asset Management (Europe) S.à r.l. Regulated Market Risk Considerations Shares Share Class(es)/ Class(es) of Shares The market defined in item 13 of Article 1 of the Council Directive 93/22/EEC of 10th May 1993 on investment services in the transferable securities field, as amended, as well as any other market in an Eligible State which is regulated, operates regularly and is recognised and open to the public. As more fully described under Appendix IV, Risk Factors, Investors should note that the value of an investment in the Shares may fluctuate and the value of Shares subscribed by an Investor is not guaranteed. Shares of each Sub-Fund will be offered in registered form. All Shares must be fully paid for and fractions will be issued up to 3 decimal places. Registered Shares will be issued and confirmed by means of a contract note dispatched to the Investor, following the issue of the Shares. No Share certificates will be issued. Shares may also be held and transferred through accounts maintained with clearing systems. Pursuant to the Articles of the Fund, the Board of Directors may decide to issue, within each Sub-Fund, separate classes of Shares (hereinafter referred to as a "Share Class" or "Class of Shares", as appropriate) whose assets will be commonly invested but where a specific initial or redemption charge structure, fee structure, minimum subscription amount, currency or dividend policy may be applied. If different Classes are issued within a Sub- Fund, the details of each Class are described in the relevant section of Appendix III. Where a Class of Shares is described as hedged (a Hedged Share Class ), a substantial part of the assets of the Sub-Fund attributable to that Class of Shares will be denominated in or hedged into the currency of that Class of Shares. In cases where the underlying currency does not have a liquid market, or where the underlying currency is closely linked to another currency, proxy hedging may be used. The costs of currency transactions in connection with purchase, redemption and exchange of the Hedged Share Classes will be borne exclusively by such Share Classes and reflected in the net asset value of such Share Classes. The Hedged Share Classes benefit from the same investment focus as the Sub-Fund concerned, however, it is generally intended to hedge the currency exposure of the underlying holdings into the currency of the Hedged Share Classes through the utilisation of various techniques, including entering into OTC currency forward contracts and foreign exchange swap agreements. The costs and expenses incurred by any Sub-Fund in connection with any currency transactions entered into to hedge the currency exchange risks will be borne 6

9 DEFINITIONS exclusively by the Hedged Share Classes and reflected in the net asset value of such Share Classes. Share Dealing Shareholder Simplified Prospectus(es) Soft Commission Arrangement Sub-Fund UCI UCITS USD Valuation Day Shares are available for subscription, conversion and redemption on each Valuation Day for the relevant Sub-Fund or Sub-Funds, subject to the limitations and charges set out in Section 2, "Share Dealing". A holder of Shares. In accordance with the requirements of the Luxembourg Law and applicable CSSF circulars, the Fund publishes, in addition to this Prospectus, a Simplified Prospectus for each Sub- Fund which contains the information required by Schéma C of Annexe I to the aforesaid law. The Simplified Prospectus includes amongst others, information on the past performance and portfolio turnover of each Sub-Fund, which will be updated on an annual basis. An arrangement entered into with brokers, whereby the broker agrees to set aside a proportion of the commission earned on transactions and to use this to discharge the cost of certain investment research and other eligible services received from third parties. A specific portfolio of assets and liabilities within the Fund having its own net asset value and represented by a separate Class or Classes of Shares, which are distinguished mainly by their specific investment policy and objective and/or by the currency in which they are denominated. The specifications of each Sub-Fund are described in the relevant section of Appendix III to this Prospectus. The Board may, at any time, decide to create additional Sub- Funds and, in such case, Appendix III to this Prospectus will be updated. An Undertaking for Collective Investment. An Undertaking for Collective Investment in Transferable Securities governed by the amended Council Directive 85/611/EEC of December 20, United States dollars. The net asset value per Share of each Class is determined on each day which is a valuation day for that Sub-Fund. A Valuation Day is a Business Day other than, in relation to a Sub- Fund s investments, a day on which any exchange or market on which a substantial portion of the relevant Sub-Fund s investments is traded, is closed or while dealings on any such exchange or market are restricted or suspended. Requests for issue, redemption, transfer and conversion of Shares of any Class are accepted by the Fund in Luxembourg on any Valuation Day of the relevant Sub-Fund. A list of expected non-dealing days is available from the Management Company on request. All references herein to time are to Luxembourg time unless otherwise indicated. Words importing the singular shall, where the context permits, include the plural and vice versa. 7

10 BOARD OF DIRECTORS, ADMINISTRATION JPMorgan Funds société d'investissement à capital variable Registered office: 6, route de Trèves, L-2633 Senningerberg, Grand Duchy of Luxembourg R.C.S. Luxembourg B 8478 Board of Directors Administration Chairman: Iain O.S. SAUNDERS Banker, Polebrook Hall, Polebrook, Oundle, Peterborough PE8 5LN, United Kingdom Directors: James B. BRODERICK Managing Director, JPMorgan Asset Management, 20 Finsbury Street, London EC2Y 9AQ, United Kingdom André ELVINGER Partner, Elvinger, Hoss & Prussen, 2, Place Winston Churchill, L-2014 Luxembourg, Grand Duchy of Luxembourg Pierre JAANS Economist, L-8356 Garnich, Grand Duchy of Luxembourg Andrea HAZEN Managing Director, JPMorgan Asset Management, 20 Finsbury Street, London, EC2Y 9AQ, United Kingdom Jean FRIJNS Antigonelaan 2, 5631LR Eindhoven, The Netherlands Robert VAN DER MEER 9A, Lange Vijverberg, NL-2513 AC The Hague, The Netherlands Management Company, Global Distributor, Registrar and Transfer Agent and Domiciliary Agent: JPMorgan Asset Management (Europe) S.à r.l., European Bank and Business Centre, 6, route de Trèves, L-2633 Senningerberg, Grand Duchy of Luxembourg Investment Managers: J.P. Morgan Investment Management Inc., 522 Fifth Avenue, New York, NY 10036, United States of America JPMorgan Asset Management (UK) Limited, having its principal place of business at Finsbury Dials, 20 Finsbury Street, London EC2Y 9AQ, United Kingdom (Regulated by the Financial Services Authority (FSA)) JF Asset Management Limited, 21st Floor, Chater House, 8 Connaught Road, Central, Hong Kong JF Asset Management (Singapore) Limited, 168 Robinson Road, 17th Floor, Capital Tower, Singapore J.P. Morgan Fleming Asset Management (Japan) Limited, Akasaka Park Building, 2-20, Akasaka 5-chome, Minato-ku, Tokyo , Japan or such other company as the Management Company may appoint as investment adviser and manager to a specific Sub-Fund and which is identified as such in the relevant section of Appendix III attached to this Prospectus. Adviser: JPMorgan Asset Management Advisory Company S.à r.l., European Bank and Business Centre, 6, route de Trèves, L-2633 Senningerberg, Grand Duchy of Luxembourg Custodian, Corporate and Administrative Agent and Paying Agent: J.P. Morgan Bank Luxembourg S.A., 6, route de Trèves, L-2633 Senningerberg, Grand Duchy of Luxembourg Auditors: Deloitte S.A., 560, rue de Neudorf, L-2220 Luxembourg, Grand Duchy of Luxembourg 8 Luxembourg Legal Advisers: Elvinger, Hoss & Prussen, 2, Place Winston Churchill, L-2014 Luxembourg, Grand Duchy of Luxembourg

11 ADMINISTRATION Paying Agents/Representatives: Principal Paying Agents: Luxembourg J.P. Morgan Bank Luxembourg S.A., 6, route de Trèves, L-2633 Senningerberg, Grand Duchy of Luxembourg Austria Bank Austria Creditanstalt AG, 1010 Vienna, Am Hof 2 Belgium Banque HSBC Dewaay S.A., avenue de Tervueren 270/8, 1150 Brussels France J.P. Morgan Fleming Asset Management France, 40, rue Washington, F Paris, Cedex 08 Germany J.P. Morgan Bank AG, Junghofstrasse 14, Frankfurt am Main Hong Kong JF Funds Limited, 21st Floor, Chater House, 8 Connaught Road, Central Ireland J.P. Morgan Administration Services (Ireland) Limited, JPMorgan House, International Financial Services Centre, Dublin 1 Italy BNP Paribas Securities Services, Via Ansperto 5, I Milano Japan J.P. Morgan Securities Asia Private Limited, Tokyo Branch, Akasaka Park Building 2-20, Akasaka 5-Chome, Minato-ku, Tokyo Spain CITIBANK N.A., Sucursal en Espana, José Ortega y Gasset 29, E Madrid Switzerland J.P. Morgan (Suisse) SA, 8, rue de la Confédération, PO Box 5160, 1211 Geneva 11, Switzerland United Kingdom JPMorgan Asset Management Marketing Limited, its principal place of business being Finsbury Dials, 20 Finsbury Street, London EC2Y 9AQ, (Authorised by the Financial Services Authority) France J.P. Morgan Fleming Asset Management France, 40, rue Washington, F Paris, Cedex 08 Tel.: (+33) Fax: (+33) Germany JPMorgan Asset Management (Europe) S.à r.l., Frankfurt Branch, Junghofstrasse 14, Frankfurt am Main Tel.: (+49) Fax: (+49) Hong Kong JF Funds Limited, 21st Floor, Chater House, 8 Connaught Road, Central, Tel.: (+852) Fax: (+852) Italy JPMorgan Asset Management (Europe) S.à r.l., Italian Branch, Via Catena 4, I Milan Tel.: (+39) Fax: (+39) Japan J.P. Morgan Securities Asia Private Limited, Tokyo Branch, Akasaka Park Building 2-20, Akasaka 5-Chome, Minato-ku, Tokyo Tel.: (+81) Fax: (+81) Luxembourg JPMorgan Asset Management (Europe) S.à r.l., European Bank and Business Centre, 6, route de Trèves, L-2633 Senningerberg Tel.: (+352) Fax: (+352) The Netherlands JPMorgan Asset Management (Europe) S.à r.l., Netherlands Branch, Atrium Building, 1st Floor, Strawinskylaan 3035, NL-1077 ZX Amsterdam Tel.: (+31) Fax: (+31) Spain JPMorgan S.V. S.A. José Ortega y Gasset, 29-2 a planta E Madrid Tel.: (+34) Fax: (+34) Sweden JPMorgan Asset Management (Nordic), filial till JPMorgan Asset Management (Europe) S.à r.l., Luxembourg, Norra Kungstornet, Kungsgatan 30, S Stockholm, Sweden Tel.: (+46) Fax: (+46) Switzerland J.P. Morgan (Suisse) SA, Zurich Branch, Dreikonigstrasse 21, 8002 Zürich Tel.: (+41) Fax: (+41) Regional Contacts: Austria JPMorgan Asset Management (Europe) S.à r.l., Austrian Branch, Führichgasse 8, A-1010 Wien Tel.: (+43) Fax: (+43) Bahrain RF Holdings Limited (Bahrain), 4th Floor, Bahrain Commercial Complex, PO Box 2467, BH-Manama Tel.: (+973) Fax: (+973) J.P. Morgan (Suisse) SA, 8, rue de la Confédération, PO Box 5160, 1211 Geneva 11, Switzerland Tel. : (+41) Fax :(+41) United Kingdom JPMorgan Asset Management Marketing Limited, its principal place of business being Finsbury Dials, 20 Finsbury Street, London EC2Y 9AQ Tel.: (+44) Fax: (+44) (Authorised by the Financial Services Authority) 9

12 1. THE FUND 1. The Fund Section Structure 1.2 Investment Objectives and Policies 1.3 Classes of Shares 1.1 Structure The Fund is an open-ended investment company organised as a "société anonyme" under the laws of the Grand Duchy of Luxembourg and qualifies as a Société d Investissement à Capital Variable ("SICAV"). The Fund operates separate Sub-Funds, each of which is represented by one or more Classes of Shares. The Sub-Funds are distinguished by their specific investment policy or any other specific features. Unless otherwise specified in Appendix III, each Class of Share will normally be listed on the Luxembourg Stock Exchange and may be listed on the Bermuda Stock Exchange. The Directors may decide to make an application to list the Shares of any class on any other recognised stock exchange. Full details on the listing of each Class of Share may be obtained at any time at the registered office of the Fund upon request. The Directors may at any time resolve to set up new Sub- Funds and/or create within each Sub-Fund one or more Classes of Shares and this Prospectus will be updated accordingly. 1.2 Investment Objectives and Policies The exclusive objective of the Fund is to place the funds available to it in transferable securities and other permitted assets of any kind with the purpose of spreading investment risks and affording its Shareholders the results of the management of their portfolios. The specific investment objective and policy of each Sub- Fund is described in Appendix III. The investments of each Sub-Fund shall at any time comply with the restrictions set out in Appendix III, and Investors should, prior to any investment being made, take due account of the risks of investments set out in Appendix IV. 1.3 Classes of Shares In order to meet the specific needs of Shareholders, the Directors may decide to create within each Sub-Fund different Classes of Shares whose assets will be commonly invested pursuant to the specific investment policy of the relevant Sub-Fund. A specific fee structure, currency of denomination, dividend policy or other specific feature may apply to each Class of Shares and a separate Net Asset Value per Share, which may differ as a consequence of these variable factors, will be calculated for each Class of Shares. The particular features of each Class of Shares per Sub-Fund available are shown in Appendix III. 10

13 2. SHARE DEALING 2. Share Dealing Section Subscription for Shares 2.2 Redemption and Conversion of Shares 2.3 Calculation of Prices 2.4 Suspensions or Deferrals 2.1 Subscription for Shares IThe minimum initial and subsequent investments in any one Class of Shares are shown in Appendix III. These minima may be waived at the Management Company s discretion from time to time. There is no upper limit on the amount which may be invested. If completed applications together with cleared funds are received by the Management Company on any Valuation Day before hours, Shares will normally be issued at the relevant Offer Price on that day. For completed applications and cleared funds received after hours, Shares will normally be issued at the relevant Offer Price on the following Valuation Day. How to subscribe Investors subscribing for Shares for the first time should complete an application form and send it by post directly to the Management Company or contact their local Distributor. Application forms may also be accepted by facsimile transmission or other electronic means approved by the Management Company, such as Electronic Broker Link, provided that the original is immediately forwarded by post. Application forms from residents in countries which are not members of the FATF (in accordance with Section 2.1, "Anti Money Laundering Procedures") will only be accepted once the original signed application form and other applicable identification documents have been received by the Management Company. The Directors may permit, if they deem it appropriate, different dealing cut-off times to be determined for certain types of Investors, such as Investors in jurisdictions where the different time zone so justifies. In such circumstances, the applicable dealing cut-off time applied must always precede the time when the applicable net asset value is published. Such different cut-off times may either be specifically agreed upon with Distributors or financial advisers or may be published in any supplement to the Prospectus or other marketing document used in the jurisdiction concerned. All applications to subscribe for Shares shall be dealt with on an unknown net asset value basis before the determination of the net asset value for that day. Any subsequent subscription for Shares should be made by completing the relevant parts of the application form and sending it together with cleared funds to the Management Company or contact your local Distributor. Instructions may also be made by letter, facsimile transmission, in each case duly signed, or by telephone or such other electronic means approved by the Management Company, such as Electronic Broker Link. Confirmations of transactions will normally be dispatched on the Business Day following the execution of subscription instructions. Investors are advised to refer to the terms and conditions on the application form to inform themselves fully of the terms and conditions to which they are subscribing. Each Investor will be given a personal account number which should be quoted on any payment by bank transfer. Any relevant transaction number and the personal account number should be used in all correspondence with the Management Company or any Distributor. How to pay Payment should be made by bank transfer net of all bank charges (i.e. at the Investor s expense). A copy of the stamped bank transfer form should be attached to the application form in order to avoid delays. Payment by cheque will normally only be accepted at the Management Company s discretion. In such case, a delay in processing will occur to allow clearance of subscription money. Further settlement details are available on the application form. Shares are normally issued once settlement in cleared funds is received. In the case of applications from approved financial intermediaries or other Investors authorised by the Management Company, the issue of Shares is conditional upon the receipt of settlement in cleared funds within a previously agreed period not normally exceeding three Business Days from the relevant Valuation Day. This period may be increased to up to five Business Days for deals placed through certain Distributors, such as JF Funds Limited in Hong Kong. In these circumstances, settlement by cheque will not normally be accepted. If, on the settlement date, banks are not open for business, or an interbank settlement system is not operational, in the country of the currency of the relevant Class of Shares, then settlement will be on the next Business Day on which those banks and settlement systems are open. If timely settlement is not made, an application may lapse and be cancelled at the cost of the applicant or his/her financial intermediary. Failure to make good settlement by the settlement date may result in the Management Company bringing an action against the defaulting Investor or his/her financial intermediary or deducting any costs or losses incurred by the Management Company against any existing holding of the applicant in the Fund. In all cases, any Share certificates and any money returnable to the Investor will be held by the Management Company without payment of interest pending receipt of the remittance. 11

14 2. SHARE DEALING 12 Payments in cash (coins, notes) will not be accepted. Third party payments will only be accepted at the Management Company s discretion. Payment should normally be made in the currency of the relevant Class of Shares. However, a currency exchange service for subscriptions is provided by the Management Company on behalf of, and at the cost of, the Investor. Further information is available from the Management Company or any of the Distributors on request. Price Information Prices of Shares are published daily in the Financial Times and other major European newspapers as determined from time to time by the Directors, and are available on Reuters. They are also available on the Internet at site " and from the registered office of the Fund. Neither the Fund nor the Distributors accept responsibility for any error in publication or for non-publication of prices. Types of Share Shares will normally be issued in registered form. Registered Shares are in non-certificated form. Fractional entitlements to registered Shares will be rounded to three decimal places. Shares may also be held and transferred through accounts maintained with clearing systems. For any physical bearer Share certificates in issue at the date of this Prospectus it should be noted that there may be a time delay in the issuing of any replacement physical bearer certificates and that for bearer Shares still in issue the Management Company reserves the right to charge the Investor up to a maximum of USD 100 per delivery for the cost of printing and handling such certificates. General Instructions to subscribe, once given, are irrevocable, except in the case of a suspension or deferral of dealing. The Management Company and/or JPMorgan Chase & Co. in their absolute discretion reserve the right to reject any application in whole or in part. If an application is rejected, any subscription money received will be refunded at the cost and risk of the applicant without interest. Prospective applicants should inform themselves as to the relevant legal, tax and exchange control regulations in force in the countries of their respective citizenship, residence or domicile. Further, the Management Company and/or the JPMorgan Chase & Co. may, at their absolute discretion, delay the acceptance of any subscription for Shares of a class restricted to Institutional Investors until such date as it has received sufficient evidence on the qualification of the Investor as an Institutional Investor. If it appears at any time that a Shareholder of a class restricted to Institutional Investors is not an Institutional Investor, the Management Company will either redeem the relevant Shares in accordance with the provisions under "Section 2.2 Redemption and Conversion of Shares", or convert such Shares into Shares of a class which is not restricted to Institutional Investors (provided there exists such a class with similar characteristics) and notify the relevant Shareholder of such conversion. The Fund does not permit market timing (as set out in CSSF circular 04/146) or related excessive, short-term trading practices. In order to protect the best interests of Shareholders, the Fund and/or the Management Company reserve the right to reject any application to subscribe for Shares from any Investor engaging in such practices or suspected of engaging in such practices and to take such further action as they, in their discretion, may deem appropriate or necessary. Contribution in Kind The Board of Directors may from time to time accept subscriptions for Shares against contribution in kind of securities or other assets which could be acquired by the relevant Sub-Fund pursuant to its investment policy and restrictions. Any such contribution in kind will be made at the net asset value of the assets contributed calculated in accordance with the rules set out in section 2.3 below and will be the subject of an auditor s report drawn up in accordance with the requirements of Luxembourg law. All supplemental costs associated with contributions in kind will not be borne by the Fund. Should the Fund not receive good title on the assets contributed this may result in the Fund bringing an action against the defaulting Investor or his/her financial intermediary or deducting any costs or losses incurred by the Fund or Management Company against any existing holding of the applicant in the Fund. Regular Savings Plan Regular Savings Plans are available in certain countries, the details of which may be obtained at any time at the registered office of the Fund upon request. Fees and commissions levied during the first year of the Investor s Regular Savings Plan shall not be more than one third of the gross amount invested by the Investor in that year. Anti-Money Laundering Procedures The Luxembourg law of 19 February 1973 (as amended), the law of 5 April 1993 (as amended) and to the law of 12th November 2004 and to associated circulars of the Luxembourg supervisory authority, outlines obligations to prevent the use of undertakings for collective investment, such as the Fund, for money laundering purposes. Within this context a procedure for the identification of Investors has been imposed: that is, the application form of an Investor must be accompanied by such documents set out in the current version of the application form. Such identification procedure may be waived by the Management Company in the following circumstances: (a) in the case of subscription through an intermediary of a financial sector resident in a country which imposes an

15 2. SHARE DEALING identification obligation equivalent to that required under Luxembourg law for the prevention of money laundering; (b) in the case of subscription through an intermediary or nominee whose parent is subject to an identification obligation equivalent to that required under Luxembourg law for the prevention of money laundering and where the law applicable to the parent imposes an equivalent obligation on its subsidiaries or branches. It is generally accepted that professionals of the financial sector resident in a country which has ratified the conclusions of FATF are deemed to have an identification obligation equivalent to that required by Luxembourg law. Such information provided to the Management Company is only collected for anti-money laundering compliance purposes. Investment Restrictions applying to US Investors None of the Shares has been or will be registered under the United States Securities Act of 1933 (the "1933 Act"), or or under the securities laws of any state or political subdivision of the United States of America or any of its territories, possessions or other areas subject to its jurisdiction including the Commonwealth of Puerto Rico (the "United States"), and such Shares may be offered, sold or otherwise transferred only in compliance with the 1933 Act and such state or other securities laws. Certain restrictions also apply to any subsequent transfer of Shares in the United States to or for the account of any US Person (as defined in Regulation S under the 1933 Act) which includes any resident of the United States, any corporation, partnership or other entity created or organised in or under the laws of the United States (including any estate of any such person created or organised in the United States). The attention of Investors is drawn to the compulsory redemption provisions applicable to US Persons described under the section 2.2 Redemption and Conversion of Shares" below). The Fund has not been and will not be registered under the United States Investment Company Act of 1940, as amended. If you are in any doubt as to your status, you should consult your financial or other professional adviser. Shareholders should promptly check the confirmation statement that is mailed after each transaction in order to ensure that it is correct in every detail. such as Electronic Broker Link, or by contacting a local Distributor. Instructions accepted by the Management Company on any Valuation Day before hours will normally be executed at the relevant Bid and Offer Prices as appropriate, calculated on that day. Instructions accepted by the Management Company after hours will normally be executed on the following Valuation Day. If required for the relevant Share Classes of the Fund to continue to qualify as "distributing" for the purpose of United Kingdom tax legislation, a redemption request may be treated as a transfer order to a member of JPMorgan Chase & Co. (executed on the same terms as a redemption), in respect of such portion of those Shares as that member of JPMorgan Chase & Co. shall require. In such cases, such member of JPMorgan Chase & Co. will pay to the Shareholder an amount equivalent to the applicable redemption proceeds. However, the Directors may permit, if they deem it appropriate, different dealing cut-off times to be determined for certain types of Investors, such as Investors in jurisdictions where a different time zone so justifies. In such circumstances, the applicable dealing cutoff time applied must always precede the time when the applicable net asset value is published. Such different cutoff times may either be specifically agreed upon with Distributors or financial advisers or may be published in any supplement to the Prospectus or other marketing document used in the jurisdiction concerned. All instructions to convert or redeem Shares shall be dealt with on an unknown net asset value basis before the determination of the net asset value for that day. The Registrar and Transfer Agent may at its option carry out any authentication procedures that it considers appropriate to verify, confirm or clarify Shareholder payment instructions relating to a redemption application. This aims to mitigate the risk of error and fraud for the Fund, its agents or Shareholders. Where it has not been possible to complete any authentication procedures to its satisfaction, the Registrar and Transfer Agent may, at its discretion, delay the processing of payment instructions, until authentication procedures have been satisfied, to a date later than the envisaged payment date for redemptions set out in this section. This shall not affect the Valuation Day on which the redemption application is accepted and shall not affect the fact that the Bid Price for any redemption shall be determined on the Valuation Day on which the redemption application is accepted. 2.2 Redemption and Conversion of Shares Procedure Instructions to convert or redeem Shares may be communicated directly to the Management Company either by telephone, letter, facsimile transmission or other electronic means approved by the Management Company, If the Registrar and Transfer Agent is not satisfied with any verification or confirmation, it may decline to execute the relevant redemption instruction until satisfaction is obtained. Neither the Registrar and Transfer Agent nor the Fund shall be held responsible to the Shareholder or anyone if it delays execution or declines to execute redemption instructions in these circumstances. 13

16 2. SHARE DEALING 14 Instructions to convert from one Class of Shares to another, or to Shares of any other UCITS or UCIs managed or advised by a member of JPMorgan Chase & Co., will normally be effected on a common Valuation Day for the Classes of Shares or Shares concerned. If the conversion instruction is accepted on a day which is not a common Valuation Day for the two classes, the conversion will be effected on the next following Valuation Day for each of the two classes concerned (requests received after hours on any Valuation Day being deferred to the next Valuation Day in the same manner as for issue and redemption of Shares). For conversions of Shares out of JPMorgan Funds JF India Fund into Shares of another Sub-Fund, or to shares of any other UCITS or UCIs managed or advised by a member of JPMorgan Chase & Co., the Offer Price will be that calculated on the date the redemption proceeds are received; however Shares in the new Sub-Fund will only be purchased when the redemption proceeds are available (subject to the twenty day limit for payment of redemption proceeds from JPMorgan Funds JF India Fund). Please note that redemption or conversion instructions will normally only be executed when any previously related transaction has been completed. Instructions are given by completing either the conversion form or the form requesting redemption of Shares or by telephone, letter, facsimile transmission or other electronic means approved by the Management Company, such as Electronic Broker Link, where in each case the account reference and either the number of Shares to be converted between named Classes of Shares or full details of the redemption must be provided. A stock transfer form may also be used for redemption. All instructions must be signed by the registered Shareholders, except where sole signatory authority has been chosen in the case of a joint account holding or where a representative has been appointed following receipt of a power of attorney acceptable to the Management Company. Where a Share certificate has been issued for registered Shares, it must be duly renounced and returned with the instruction to convert or redeem. Instructions for the conversion or redemption of physical bearer Shares must be accompanied by the appropriate certificate and all relevant coupons, including details of the class and number of Shares to be converted or redeemed and full settlement details. Shares issued pursuant to a conversion request will be in non-certificated registered form. The value of Shares held by any Shareholder in any one Class of Shares after any conversion or redemption should generally exceed the minimum investment in Appendix III stipulated for each Class of Shares. Unless waived by the Management Company, if, as a result of any conversion or redemption request, the amount invested by any Shareholder in a Class of Shares in any one Sub-Fund falls below the minimum holding for that Class of Shares, it will be treated as an instruction to redeem or convert, as appropriate, the Shareholder s total holding in the relevant Class of Shares. The Application Form may provide that the Shares of one or more Sub-Funds may not be offered to, subscribed or owned by, directly or indirectly, any US Person (as this term is defined under United States federal securities, commodities and tax laws) or may be owned only by certain categories of US Persons specified therein. Shareholders are required to notify the Registrar and Transfer Agent immediately in the event that they are or become US Persons or hold Shares for the account or benefit of US Persons or otherwise hold Shares in breach of any law or regulation or otherwise in circumstances having, or which may have, adverse regulatory, tax or fiscal consequences for the Sub-Fund or the Shareholders or otherwise be detrimental to the interests of the Fund. If the Directors become aware that a Shareholder (a) is a US Person or is holding Shares for the account of a US Person, (b) is holding Shares in breach of any law or regulation or otherwise in circumstances having, or which may have, adverse regulatory, tax or fiscal consequences for the Fund or the Shareholders or otherwise be detrimental to the interests of the Fund, the Directors may redeem the Shares in accordance with the provisions of the Articles. Redemption Proceeds Redemption proceeds are normally paid by bank transfer within three Business Days (up to twenty Business Days in the case of JPMorgan Funds JF India Fund) from the relevant Valuation Day. This period may be increased up to five Business Days for deals placed through certain Distributors, such as JF Funds Limited in Hong Kong. Redemption proceeds will be instructed to be made at no cost to the Shareholder, provided the Management Company is in receipt of all documents required. Payment by cheque will only be made at the Management Company s discretion. Neither the Fund nor the Management Company are responsible for any delays or charges incurred at any receiving bank or settlement system. Redemption proceeds will normally be paid in the currency of the relevant Class of Shares. On request, redemption proceeds paid by bank transfer may be paid in most other currencies, at the cost of the Shareholder. If, in exceptional circumstances and for whatever reason, redemption proceeds cannot be paid within three Business Days (up to five Business Days for deals placed through certain Distributors, such as JF Funds Limited in Hong Kong) from the relevant Valuation Day, for example when the liquidity of the relevant Sub-Fund does not permit, then payment will be made as soon as reasonably practicable thereafter (not exceeding, however, ten Business Days and in the case of JPMorgan Funds JF India Fund twenty Business Days from the relevant Valuation Day) at the Bid Price calculated on the relevant Valuation Day.