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Fund Merger - Results of Shareholder Meeting

Results of Shareholder Meeting Q&A


Was the merger of the J.P. Morgan Tax Aware U.S. Equity Fund ("Acquired Fund") with and into the J.P. Morgan Tax Aware Equity Fund ("Acquiring Fund") approved at the shareholder meeting on March 16, 2011?

Yes.

When will the merger take place?

It is expected that the fund merger will become effective as of the close of business on Friday, March 25, 2011.

How will a shareholder in the Acquired Fund be affected?

After the close of business on March 25, the assets and liabilities of the Acquired Fund will be combined with those of the Acquiring Fund. Following the merger, shareholders will receive shares of the Acquiring Fund that in total are equal in total dollar value to the shares of the Acquired Fund immediately prior to the merger.

What class of shares will shareholders be receiving?

After the close of business on March 25, shareholders will generally receive shares of the same class of the Acquiring Fund as they held in the Acquired Fund as outlined by the table below, except that Class B shareholders of the Acquired Fund will receive Class A shares of the Acquiring Fund. Since the Acquiring Fund currently only has Institutional Class Shares, Class A, Class C, and Select Class shares are being added to accommodate the merger.

Acquired Fund   Acquiring Fund
JPMorgan Tax Aware U.S. Equity Fund JPMorgan Tax Aware Equity Fund
Class A Class A
Class B Class A
Class C Class C
Select Class Select Class
Institutional Class Institutional Class
Will the merger change fees charged to shareholders?

The Funds' adviser, the administrator and distributor have committed to waiving their fees and/or reimbursing the expenses of the Acquiring Fund in order to maintain the net expense ratios (excluding any fees and expenses associated with investment in other funds, dividend expenses related to short sales, interest, taxes and extraordinary expenses and expenses related to the Board of Trustees' deferred compensation plan at the level in effect prior to the merger for each share class until March 25, 2012. There is no guarantee such waivers/reimbursements will be continued after that date.

As noted above, Class B shareholders of the Acquired Fund will receive Class A shares of the Acquiring Fund. The Acquiring Fund's Class A shares are subject to a distribution (Rule 12b-1) fee that is 50 basis points lower than the distribution (Rule 12b-1) fee for Class B shares of the Acquired Fund, and as a result, after the merger, shareholders will hold shares with a lower expense cap than the previously held Class B shares and are no longer subject to a contingent deferred sales charge. .

Will shareholders have to pay any sales load, commission, redemption fee, or other transactional fee in connection with the merger?

No. The full value of shares will be exchanged for shares of the indicated class of the Acquiring Fund without any sales load, commission, redemption fee or other transactional fee being imposed. The Funds' adviser, distributor or administrator will waive fees or reimburse the Funds for the costs and expenses of the merger, except for brokerage fees and brokerage expenses related to the disposition and acquisition of fund assets, which will be borne by the Fund.


Will the Acquired Fund be closed to new purchases?

The Acquired Fund will continue to accept new purchases. Effective Monday, March 21, 2011, the Acquired Fund will have a T+ 1 settlement. Effective, Wednesday, March 23, 2011, trading through NSCC will be suspended.

After the merger date, purchases received from direct investors for accounts previously held in the Acquired Fund will be made into the Acquiring Fund.

Will the CUSIPs and ticker symbols of the Acquiring Fund change?

The CUSIPs and ticker symbol of the Acquired Fund will no longer be valid.

The CUSIPs and ticker symbols of the Institutional Class shares for the Acquiring Fund will not change. New CUSIPs and ticker symbols will be issued for the Class A, Class C, and Select Class shares of the Acquiring Fund.

What will shareholders receive to confirm the completion of the merger of the Funds?

The merger of the Funds is expected to occur on March 25, 2011. A confirmation statement will be mailed on or about March 28, 2011 to shareholders who owned the Acquired Fund prior to the reorganization.

Will the Funds pay distributions in anticipation of the merger?

Both the Acquired and Acquiring Funds will have distributions to pay in preparation for the merger.

A Fund must have undistributed net income and/or gains realized to date in order to have any income or gains to distribute. If the Fund has no undistributed income and no gains to date, the Fund will not have a distribution.

Why are the Funds paying distributions?

In order to ensure tax-free treatment of the merger, the Acquired Fund in the merger needs to distribute substantially all of its income and gains realized to date prior to the date of the merger. In addition, the Acquiring Fund will also distribute substantially all of its income and gains realized to date prior to the date of the merger.

Will the Acquired and Acquiring Funds be distributing capital gains and is it possible that the Acquired or Acquiring Fund may not make any distribution at all?

If the Acquired and/or Acquiring Fund has generated realized capital gains to date, and do not have capital loss carryforwards to offset these gains, the Fund will be distributing capital gains. The Acquired Fund will distribute ordinary income and capital gains in conjunction with the merger. The Acquiring Fund will distribute ordinary income only.

What is the distribution schedule for the Acquired and Acquiring Funds involved in the merger?

The Distribution Schedule for the Acquired and Acquiring Funds is:

  • Record Date 03/16/11
  • Ex Date 03/17/11
  • Pay Date 03/18/11

When will the distribution schedule on the website be updated to reflect the distributions of Acquired and Acquiring Fund?

The distribution schedule on the website will be updated on or about March 17, 2011.

When will the amounts being distributed and their character as income or gain be available?

Distribution amounts will be available on March 17, 2011 on jpmorganfunds.com.

Will the net asset value (NAV) of the Funds drop because of these distributions?

The NAV per share will drop. If you reinvest your distribution, you will own more shares at a lower price and have the same total investment in the Fund, assuming no market fluctuation between distribution and reinvestment.