JPMorgan Asian (Ordinary Share) JAI

Objective:

Management Contract & Fees:

The manager will be entitled to an annual fee of 0.7%. The new management fee calculation will be based on the Companys market capitalisation. This fee will use the average of the Companys closing middle market share price for the last five business days of the relevant month. It will continue to be calculated monthly and paid quarterly in arrears. This revised fee arrangement represents a reduction in the fee payable to the Manager of circa 6%. The Company is introducing a performance fee equal to 15% of any outperformance of the Companys audited NAV total return over the MSCI Asia Free Index ex-Japan return in Sterling terms with net dividends reinvested (the `Benchmark) plus an outperformance hurdle of 1.5 percentage points (the `Hurdle). Currently either party can unilaterally terminate the contract by providing one years notice in writing to the other party. This is to be reduced to 6 months in the event of the Company giving notice as a result of poor investment performance; the notice period is 12 months in all other circumstances, in both cases without penalty.