Annual Report2012 JPMorgan Elect plc. Annual Report & Accounts for the year ended 31st August 2012

Transcription

1 Annual Report2012 JPMorgan Elect plc Annual Report & Accounts for the year ended 31st August 2012

2 Features Contents 1 Chairman s Statement Managed Growth Share Class 4 Financial Results 5 Investment Managers Report 8 Financial Record 9 Ten Largest Investments 10 Geographical Analysis 11 List of Investments 12 Income Statement 13 Balance Sheet Managed Income Share Class 14 Financial Results 15 Investment Managers Report 19 Financial Record 20 Ten Largest Investments 21 Sector Analysis 22 List of Investments 23 Income Statement 24 Balance Sheet Managed Cash Share Class 25 Financial Results 26 Investment Managers Report 27 Financial Record 28 List of Investments 28 Portfolio Analysis 29 Income Statement 30 Balance Sheet The Company 31 Board of Directors 33 Directors Report 33 Business Review 41 Corporate Governance Statement 46 Directors Remuneration Report 48 Statement of Directors Responsibilities 49 Independent Auditor s Report 50 Income Statement 51 Reconciliation of Movements in Shareholders Funds 52 Balance Sheet 53 Cash Flow Statement 54 Notes to the Accounts 77 Notice of Annual General Meeting 81 Glossary of Terms and Definitions 82 Capital Structure and Conversion between Share Classes 85 Information about the Company JPMorgan Elect plc (the Company ) adopted its present structure as a result of the combination of JPMorgan Fleming Managed Growth plc and JPMorgan Fleming Managed Income plc and the subsequent capital reorganisation. The Company s name reflects the capital structure and the investment flexibility it offers to shareholders. There are three share classes, each with distinct investment policies, objectives and underlying investment portfolios. Each share class is listed separately and traded on the London Stock Exchange. This capital structure means that shareholders may benefit from greater investment flexibility in a tax-efficient manner. Objectives Managed Growth Long term capital growth from investing in a range of investment trusts and open-ended funds managed principally by JPMorgan Asset Management Limited (the Manager ). Managed Income Growth of income with potential for long term capital growth by investing in equities, investment companies and fixed income securities. Managed Cash Preservation of capital with a yield based on short term interest rates by investing in a range of liquidity funds and short dated AAA-rated UK government securities and G7 government securities hedged into sterling. More information on investment policies and risk management is given in the Directors Report on pages 33 and 34. Benchmarks Managed Growth The benchmark is a composite comprising 50% FTSE All-Share Index and 50% FTSE World Index (ex-uk). Managed Income The benchmark is a composite comprising 85% FTSE All-Share Index and 15% Barclays Capital Global Corporate Bond Index (hedged) in sterling terms. Managed Cash There is no benchmark for this portfolio. Capital Structure At 31st August 2012, the following shares were in issue. Managed Growth: 38,344,436 (2011: 40,920,311) ordinary shares. Managed Income: 53,274,946 (2011: 50,446,078) ordinary shares. Managed Cash: 13,781,140 (2011: 14,075,774) ordinary shares. Management Company The Company employs JPMorgan Asset Management (UK) Limited ( JPMAM or the Manager ) to manage its assets.

3 Chairman s Statement I encourage shareholders to read the full Investment Managers Report for each share class which gives a detailed analysis of the position over the last financial year, a period which has continued to be a difficult environment for active managers. The background has remained markedly similar to last year with markets showing promising signs of recovery in the first half of the Company s financial year, only for progress to be reversed in the second half; such an environment has led to mixed but positive performance from the Company s portfolios. Managed Growth Performance The Managed Growth portfolio delivered a total return on net assets of 5.2%, compared with an equivalent figure of 9.8% for the portfolio s composite benchmark index, (comprised equally of the FTSE All-Share and FTSE World (ex-uk) indices). The share price total return was 3.3%. This disappointing and unusual relative underperformance reflected our being underweight in the UK and overweight in emerging markets, together with below-average performance from many of the key underlying funds in the portfolio. The Board is satisfied that this volatility relative to the benchmark does not represent any structural inadequacies in the investment methodology but results from specific decisions made against the background of unpredictable market conditions during the period. It is worth reporting that the past year has been equally difficult for a number of the portfolio s peers, reflecting the negative nature of trading conditions faced by active fund managers. Dividends Shareholders will remember that there is no specific income objective for the Managed Growth class, the dividend simply reflecting the payments received from the underlying investments. Dividends are paid quarterly and four interim dividends totalling 5.95 pence were payable in respect of the Company s financial year to the end of August 2012, compared with 5.00 pence last year. Share Capital In the year to 31st August 2012, 1,532,722 Managed Growth shares were repurchased for cancellation. As is the case for all three share classes, the shares were repurchased at a discount to net asset value, thereby benefiting all continuing shareholders. Since the year end, the portfolio has repurchased a further 290,365 shares for cancellation. Managed Income Performance The Managed Income portfolio produced a total return on net assets of 10.6% over the year to 31st August 2012, marginally above last year s return. This represents a 0.4 percentage point outperformance of the composite benchmark (comprised of 85% FTSE All-Share Index and 15% Barclays Capital Global Corporate Bond Index (hedged) in sterling terms). The share price total return was 9.5%, reflecting a widening of the discount over the period. JPMorgan Elect plc. Annual Report & Accounts

4 Chairman s Statement continued Dividends Dividends on Managed Income shares are paid quarterly in March, June, September and December each year. As the level and timing of dividend receipts from the underlying investments varies throughout the year, the quarterly dividends are not necessarily of equal amounts. Total dividends for the year amounted to 3.40 pence per share compared with 3.35 pence last year which had included a minimal transfer from revenue reserves. Share Capital In the year to 31st August 2012, 1,378,027 Managed Income shares were repurchased for cancellation. Since the year end, the portfolio has repurchased a further 163,595 shares. Managed Cash Performance The portfolio s primary objective remains capital preservation through investment in high quality liquidity funds. The Bank of England base rate has remained at 0.5% and the returns generated by the portfolio s underlying money market funds therefore continue to be low, generating a total return on net assets of 0.4% with a 0.5% return to shareholders. Dividends Income received continues to be very modest, which is reflected in the payment of two dividends totalling 0.50 pence per share. Dividends will always be dependent on the level of interest rates and shareholders should not expect any more than minimal distributions from this portfolio until interest rates return to more conventional levels. Share Capital In the year to 31st August 2012, 945,688 Managed Cash shares were repurchased for cancellation. Since the year end, the portfolio has repurchased a further 173,089 shares. Underlying Investments in the Managed Cash Portfolio The Managed Cash portfolio is invested in liquidity funds with AAA ratings as measured by Standard & Poor s, or an equivalent rating agency. Although the money market funds within the portfolio are subject to the Institutional Money Markets Funds Association s ( IMMFA ) Code of Practice and to scrutiny by rating agencies, shareholders should be aware that such investments are not classified as completely risk free. However, the IMMFA, the industry s trade association, continues to work with its members to tighten regulation and our Investment Managers ensure the portfolio is invested in a diversified selection of funds in an effort to mitigate some of the risk. Directors Nigel Sidebottom retired from the Board in July and I would like to place on record our very deep appreciation of his service to the Company; he had been a Director since inception, latterly as Chairman of the Audit Committee, in which role 2 JPMorgan Elect plc. Annual Report & Accounts 2012

5 particularly shareholders owe a considerable debt to his knowledge, insight and dedication to the Company s affairs. Mr Sidebottom was succeeded as Audit Committee Chairman by James Robinson who together with Alan Hodson joined the Board during the year. The Company s current Board succession plan will shortly be completed, following my retirement at the conclusion of the Company s forthcoming Annual General Meeting and, as agreed by the Nomination Committee, I shall be succeeded by Robert Ottley, now Deputy Chairman. The Board has decided that, in accordance with corporate governance best practice, all Directors will seek re-election at each Annual General Meeting, commencing this year. As I step down from the Board, I would like to thank my fellow Directors, shareholders and JPMAM for their individual and collective support during my tenure and wish all success for the future. I am confident that the new Board, led by Mr Ottley, will represent a welcome range and quality of experience to ensure the vigorous protection of shareholders interests. Conversion Opportunities Between Share Classes Shareholders are able to convert all or part of any class of holding into any other class at the end of February, May, August and November each year. Details on how to convert can be found in the Company s Annual Report & Accounts and on the Company s website. Outlook Since the Company s year end, markets have remained reasonably firm and both the Managed Growth and Managed Income portfolios have benefited from this. The economic headwinds are still stubbornly strong and it is by no means clear when they will subside, but, encouragingly, investors are starting to show, for the first time in years, some willingness to look beyond the immediate crisis. Annual General Meeting The Company s Annual General Meeting will be held at 200 Aldersgate, St Paul s, London EC1A 4HD on Thursday, 13th December 2012 at noon. In addition to the formal part of the meeting, there will be presentations from the Investment Managers of each share class and a question and answer session. Please submit in writing, any detailed questions that you wish to raise at the AGM to the Company Secretary, JPMorgan Elect plc, Finsbury Dials, 20 Finsbury Street, London EC2Y 9AQ. Shareholders who are unable to attend the AGM in person are encouraged to raise any concerns or comments by writing to me at the Company s registered address above, or via the Company s website by following the Ask the Chairman link at Simon Miller Chairman 7th November 2012 JPMorgan Elect plc. Annual Report & Accounts

6 Managed Growth Share Class Financial Results Total returns (includes dividends reinvested) +3.3% Return to shareholders 1 (2011: +11.1%) +5.2% Return on net assets 2 (2011: +10.9%) +9.8% Benchmark return 3 (2011: +7.7%) M A N A G E D G R O W T H 5.95p Dividend (2011: 5.00p) Financial Data 31st August 31st August % change Shareholders funds ( 000) 154, , Number of shares in issue 38,344,436 40,920, Net asset value per share 403.8p 389.4p +3.7 Share price 388.5p 382.0p +1.7 Share price discount to net asset value per share 3.8% 1.9% Ongoing Charges % 0.51% A glossary of terms and definitions is provided on page Source: Morningstar. 2 Source: J.P. Morgan. 3 Source: FTSE. The benchmark is a composite comprising 50% FTSE All-Share Index and 50% FTSE World Index (ex-uk). 4 Management fee and all other operating expenses excluding interest, expressed as a percentage of the average of the daily net assets during the year (2011: Total Expense Ratio: Management fee and all other operating expenses excluding interest, expressed as a percentage of the average of the month end net assets during the year). The Ongoing Charges are calculated in accordance with guidance issued by the Association of Investment Companies in May JPMorgan Elect plc. Annual Report & Accounts 2012

7 Investment Managers Report Katy Thorneycroft Jonathan Lowe Review There has been an unfortunate tendency over the past few years for equity markets to perform strongly in the early part of the year, only for those gains to be eroded sometimes significantly in the second half. Market returns over the past 12 months have once again conformed to this pattern. In our Half Year Report six months ago we noted the improvement in investment sentiment after the declines at the back-end of 2011; little did we know at the time that this improvement would soon be reversed. Thus, after making reasonable progress during the first half of the financial year, most equity indices have moved sideways at best since March, with some encountering significant declines. What has brought about this renewed risk aversion? The proximate causes are the same as those which have been overshadowing sentiment since mid 2010 debt problems in the Eurozone, the faltering pace of the US recovery and the fear of a sharper than expected slowdown in China. Specifically it was the fragility of Spain s banks which catalyzed the mid year sell-off, setting off a chain of consequences from the deteriorating credit worthiness of Italy and Spain to the lack of specific mechanisms to defend the integrity of the Euro. At the same time confidence was also impacted by the loss of momentum in the US economy and by the decelerating growth profile in China. Had the global economy been growing more vigorously, it is possible that Spain s banking problems would have had less impact. But with growth slowing globally and in a seemingly synchronized fashion, investors have not been prepared to give equities the benefit of the doubt. Within equity markets there has been a marked divergence in performances as developed world equities have substantially outperformed their emerging counterparts. A 4% gain in the US index since the end of February and flat returns in the UK compare favourably with returns of 9% (in Sterling terms) for the emerging markets index. In the case of the US this resilience is understandable thanks to a pro-active Central Bank and a moderate but still expanding economy; and the UK has benefited from the international make up of its market as an offset to domestic austerity. But for emerging markets, a combination of slowing growth expectations, disappointing earnings announcements and intensifying risk aversion has compressed valuations to the extent that these economies superior long term prospects have now been fully priced out. Given their better demographic profiles, higher secular growth rates and stronger fiscal positions, this de-rating seems anomalous to us. M A N A G E D G R O W T H The performance of Sterling during the year was unhelpful rather than a major source of negative return. Sterling s strength was a bigger drag on performance in the three months to the end of August (because of the weakness of the US Dollar) than it was over the full 12 months. It was strong against the Euro and against a number of emerging markets currencies, but over the full 12 month period, it was the US Dollar which was the strongest of the major currencies, and so in absolute terms provided a boost to overall returns. Relative to other performance effects currency was only a relatively modest source of underperformance. Performance It has been a disappointing 12 months for the portfolio. Over the 12 months to the end of August, the Managed Growth portfolio delivered a total return on net assets of 5.2% as against a benchmark return of 9.8%. Unfortunately shareholder returns were further eroded as a result of some modest discount expansion. The table below shows the impact of the past 12 months on longer term absolute and relative returns: JPMorgan Elect plc. Annual Report & Accounts

8 Investment Managers Report continued Total returns to 31st August 2012 Six One Two Three Five Ten Managed Growth months year years years years years NAV Return (%) Benchmark Return (%) FTSE All-Share Index (%) FTSE World Index (ex-uk) (%) M A N A G E D G R O W T H Source: Bloomberg/J.P. Morgan. We should acknowledge that there is a pro-cyclical bias to the Managed Growth portfolio, which is in part a function of its investment opportunity set, and in part due to its growth mandate. We perform best in circumstances where growth markets outperform, where small cap equities outperform large cap counterparts and where investment trusts benefit from narrowing fund discounts; we perform relatively poorly when all these factors move into reverse. Suffice it to say that over the past 12 months, we have been impacted by the underperformance of emerging markets, by the poor relative performance of small cap companies and by the effect of widening investment trust discounts. However, we also made some poor investment decisions, which exacerbated these headwinds. Chief among these was the large allocation to Asian and emerging markets, which we have long considered a structural overweight. Funding this overweight position out of the UK, which has been one of the better market performers over the past 12 months, was costly in relative terms. In addition, we should have had a higher exposure to US equities. It has also been a challenging period for underlying fund performances. Among our larger holdings, JPMorgan Claverhouse, JPMorgan UK Dynamic and JPMorgan American all underperformed their respective benchmarks as their managers found it difficult to navigate the frequent changes of market direction. We did benefit from positive performances from a number of our smaller holdings (JPMorgan Smaller Companies, JPMorgan Emerging Markets and JPMorgan European Growth among our in-house holdings; Biotech Growth, Finsbury Growth and Income and Jupiter European Opportunities among our third party holdings), but this was not enough to compensate for underperformance elsewhere. Finally, we were impacted by some sizeable movements in investment trust discounts. In aggregate investment trust discounts only widened out by about a percentage point or so (7% to 8%) over the year but this masks some significant intra-sectoral movements. North American investment trust discounts narrowed by approximately two percentage points while UK Growth and Income investment trusts were also well bid over the period. Conversely, we saw some significant widening among Asian and emerging market investment trust holdings and some smaller company investment trusts. Although we feel this is cyclical and will be reversed as risk appetite improves, this proved to be another headwind on the portfolio. Portfolio Review At the end of the financial year, 53% of the portfolio was invested in JPMorgan investment trusts, 22% in JPMorgan open ended funds and 23% in investment trusts managed by third party managers. The balance was in cash. Over the past 12 months, 6 JPMorgan Elect plc. Annual Report & Accounts 2012

9 we have reduced the allocation to investment trusts and raised weightings to holdings in open ended funds. This decision has partly been dictated by the relative lack of opportunity open to us in US equity orientated investment trusts. Geographically we did take some action over the past 12 months to reduce our exposure to developing markets in favour of the US and UK. But as noted above, this action was insufficient to offset the relative performance drag from the underperformance of emerging markets over the period. Key purchases included additions to existing holdings in JPMorgan UK Dynamic, JPMorgan US Growth (both open ended companies) and JPMorgan Claverhouse Investment Trust. Key sales included Blackrock World Mining, JPMorgan Asian and Biotech Growth Fund investment trusts the latter after its significant re-rating since the end of New names added to the portfolio over the period include JPMorgan Overseas and Fidelity European Values investment trusts, while we disposed entirely of our holding in Utilico Investments after a rebound in performance in the early part of the financial year. Outlook We continue to live with many legacies of the Global Financial Crisis debt deflation and extreme austerity in the Eurozone, the continued fragility of financial institutions, dysfunctional policy making, and high levels of public debt. This potent mix will continue to produce strong headwinds which will keep the pace of global activity low and lead to periodic bouts of market instability a likely pattern of two steps forward, one step back. More recently investor sentiment has begun to improve thanks to Central Bank policies aimed at stabilizing systemic concerns and encouraging a greater tolerance for risk. Although the effects of recent measures may take time to be felt on real activity, they should help reduce some tail-risk concerns (eg Eurozone break-up fears, increased deflationary pressures) that have periodically served to boost risk premia and depress market valuations. Indeed one perverse side effect of recent Central Bank actions is the way they are helping to dampen realised price volatility, by removing some of the uncertainties of long term economic and interest rate policy management. The intended effect is to draw capital into higher risk (but higher returning) assets at a time when returns elsewhere are exceptionally low. The ongoing search for yield is the most obvious manifestation of this, but it is helping to raise risk appetites across the full spectrum of opportunity, despite the still challenging economic backdrop. M A N A G E D G R O W T H Interestingly for us, the investment trust universe showcases many of these trends and illustrates where potentially profitable opportunities may still be found. The hunt for yield has been a key driver of return in many sectors, such that previously existing discounts have now been entirely eliminated. Most income orientated investment trusts, for example, now trade at premiums to NAV and new investment trusts are being launched to satisfy this ongoing demand. Conversely a number of specialist growth orientated investment trusts (both regional and specialists) have fallen out of favour and are languishing on high discounts. This is where we continue to find value and where the prospects for re-rating are highest. Katy Thorneycroft Jonathan Lowe Investment Managers 7th November 2012 JPMorgan Elect plc. Annual Report & Accounts

10 Financial Record As at 31st August Net asset value per share (p) Share price (p) Year ended 31st August Revenue return per share (p) M A N A G E D G R O W T H Dividends per share (p) Discount (%) (0.5) (3.0) (1.8) (1.8) (2.3) (3.6) (2.7) (3.3) (2.0) (1.9) (3.8) Gearing factor (%) Ongoing charges (%) A glossary of terms and definitions is provided on page Restated for the change in accounting policy regarding dividends payable, which are included in the accounts in the year in which they are approved by shareholders. Years prior to 2005 have not been restated. 2 Management fee and all other operating expenses excluding interest, expressed as a percentage of the average of the daily net assets during the year (2011 to 2009: Total Expense Ratio: Management fee and all other operating expenses excluding interest, expressed as a percentage of the average of the month end net assets during the year; 2008 and prior years: expressed as the average of the opening and closing net assets). 8 JPMorgan Elect plc. Annual Report & Accounts 2012

11 Ten Largest Investments 31st August st August 2011 Valuation Valuation Company 000 % % 2 JPMorgan Claverhouse Investment Trust plc 17, , JPMorgan UK Dynamic ( A shares) 3 14, , JPMorgan American Investment Trust plc 12, , JPMorgan US Select Equity ( C shares) 3, 5 10, JPMorgan US Growth ( C shares) 3, 5 10, The Mercantile Investment Trust plc 8, , JPMorgan Smaller Companies Investment Trust plc 6, , JPMorgan Emerging Markets Investment Trust plc 4 6, , JPMorgan Asian Investment Trust plc 4 6, , JPMorgan Japanese Investment Trust plc 5, , Total 6 97, Based on total assets less current liabilities of 154.8m. 2 Based on total assets less current liabilities of 159.4m. 3 Represents holdings in an Open Ended Investment Company ( OEIC ) or a Société d investissements à Capital Variable ( SICAV ). 4 Both ordinary shares and subscription shares held. 5 Not included in the ten largest investments at 31st August At 31st August 2011, the value of the ten largest investments amounted to 94.1m, representing 59.0% of total assets less current liabilities. M A N A G E D G R O W T H JPMorgan Elect plc. Annual Report & Accounts

12 Geographical Analysis (on a look through basis) 31st August st August 2011 Portfolio Benchmark Portfolio Benchmark Region % % % % M A N A G E D G R O W T H UK North America Continental Europe Asia (excluding Japan) Emerging Markets and others Japan Net Current Assets Total Based on total assets less current liabilities of 154.8m (2011: 159.4m). 10 JPMorgan Elect plc. Annual Report & Accounts 2012

13 List of Investments at 31st August 2012 Valuation 000 Valuation 000 JPMorgan Managed Investment Trusts JPMorgan Claverhouse 17,664 JPMorgan American 12,238 The Mercantile 8,262 JPMorgan Smaller Companies 6,437 JPMorgan Emerging Markets 1 6,099 JPMorgan Asian 1 6,009 JPMorgan Japanese 5,783 JPMorgan European (Growth shares) 4,934 JPMorgan European Smaller Companies 3,060 JPMorgan US Smaller Companies 2,852 JPMorgan Income & Capital (Ordinary shares) 2,204 JPMorgan Japan Smaller Companies 1 1,238 JPMorgan Chinese 1 1,096 JPMorgan Indian 1,018 JPMorgan Overseas 943 JPMorgan Brazil JPMorgan Russian Securities 631 JPMorgan Income & Growth (Capital shares) 375 JPMorgan Income & Growth (Units) ,091 Externally Managed Investment Trusts Finsbury Growth & Income 4,489 RCM Technology 4,243 Hansa Trust ( A non-voting shares) 3,791 Artemis Alpha 1 3,157 Biotech Growth 3,108 Schroder UK Growth 2,539 Fidelity European Values 2,322 Edinburgh Worldwide 2,201 Fidelity Special Values 1,904 Jupiter European Opportunities 1,786 Impax Environmental Markets 1,763 BlackRock Frontier 1,219 Ecofin Water & Power Opportunities 1,189 Edinburgh Dragon 1,165 BlackRock World Mining 1,097 35,973 JPMorgan Managed Open Ended Investment Companies JPMorgan UK Dynamic ( A shares) 2 14,041 JPMorgan US Select Equity ( C shares) 2,3 10,743 JPMorgan US Growth ( C shares) 2 10,006 34,790 Total Portfolio 152,854 1 Both ordinary and subscription shares held. 2 Unlisted. 3 Société d Investissements à Capital Variable ( SICAV ). M A N A G E D G R O W T H JPMorgan Elect plc. Annual Report & Accounts

14 Income Statement for the year ended 31st August Revenue Capital Total Revenue Capital Total M A N A G E D G R O W T H Gains on investments held at fair value through profit or loss 5,500 5,500 14,297 14,297 Net foreign currency gains 8 8 Income from investments 2,988 2,988 2,747 2,747 Other interest receivable and similar income Gross return 2,996 5,508 8,504 2,757 14,297 17,054 Management fee (95) (284) (379) (110) (329) (439) Other administrative expenses (416) (416) (440) (440) Net return on ordinary activities before finance costs and taxation 2,485 5,224 7,709 2,207 13,968 16,175 Finance costs (1) (2) (3) Net return on ordinary activities before taxation 2,484 5,222 7,706 2,207 13,968 16,175 Taxation credit Net return on ordinary activities after taxation 2,492 5,222 7,714 2,210 13,968 16,178 Return per Managed Growth share 6.25p 13.10p 19.35p 5.31p 33.55p 38.86p 12 JPMorgan Elect plc. Annual Report & Accounts 2012

15 Balance Sheet at 31st August Fixed assets Investments held at fair value through profit or loss 152, ,306 Current assets Debtors Cash and short term deposits 1,586 2,768 2,076 3,144 Creditors: amounts falling due within one year (97) (92) Net current assets 1,979 3,052 Total assets less current liabilities 154, ,358 Net assets 154, ,358 Net asset value per Managed Growth share 403.8p 389.4p M A N A G E D G R O W T H JPMorgan Elect plc. Annual Report & Accounts

16 Managed Income Share Class Financial Results Total returns (includes dividends reinvested) +9.5% Return to shareholders 1 (2011: +12.0%) +10.6% Return on net assets 2 (2011: +10.5%) +10.2% Benchmark return 3 (2011: +6.6%) M A N A G E D I N C O M E 3.40p Dividend (2011: 3.35p) Financial Data 31st August 31st August % change Shareholders funds ( 000) 43,385 38, Number of shares in issue 53,274,946 50,446, Net asset value per share 81.4p 76.9p +5.9 Share price 78.5p 75.0p +4.7 Share price discount to net asset value per share 3.6% 2.5% Net yield per share 4.3% 4.5% Ongoing Charges % 0.69% A glossary of terms and definitions is provided on page Source: Morningstar. 2 Source: J.P. Morgan. 3 Source: WM (World Markets)/Bloomberg. The benchmark is a composite comprising 85% FTSE All-Share Index and 15% Barclays Capital Global Corporate Bond Index (hedged) in sterling terms. 4 Management fee and all other operating expenses excluding interest, expressed as a percentage of the average of the daily net assets during the year (2011: Total Expense Ratio: Management fee and all other operating expenses excluding interest, expressed as a percentage of the average of the month end net assets during the year). The Ongoing Charges are calculated in accordance with guidance issued by the Association of Investment Companies in May JPMorgan Elect plc. Annual Report & Accounts 2012

17 Investment Managers Report Review The UK market delivered strong returns in the year to 31st August 2012, boosted by a rally in the summer months on the back of global central bank action to stimulate a global economic recovery. The FTSE All-Share Index rose 10.2% over the 12 month period. Large and mid cap stocks performed particularly strongly in the year the FTSE 100 and the FTSE Mid 250 indices were up 10.0% and 11.7% respectively. Small cap stocks, which typically underperform their larger counterparts in an environment of declining economic growth, lagged behind the FTSE Small Cap Index rose 6.4%. John Baker Sarah Emly Corporate debt continued to produce impressive returns over the period, boosted by a search for yield among investors in the low interest rate environment. Corporate bonds were also helped by the general improvement in credit quality across sectors as companies continued to strengthen their balance sheets, resulting in a contraction in spreads. The Barclays Capital Global Corporate Bond Index was up 8.9% in the year. Economic activity in the UK economy and the wider global economy continued to slow in the year under review. However, UK stocks responded well to the various measures to stimulate growth introduced by the world s major central banks. Despite the uncertain economic background, many UK companies continued to deliver both earnings and dividend growth over our financial year. Although the outlook for earnings progress is clearly impacted by the prevailing economic outlook, dividends have been much more stable. Many UK companies have strengthened their balance sheets and focused on cash generation since the financial crisis and consequently they are able to continue to pay dividends to their shareholders. During the year, some companies delivered very modest dividend growth, whilst others were able to deliver strong growth and, indeed, a number of companies returned to the dividend list, an encouraging sign. The outlook for UK dividends remains encouraging, with high single digit percentage dividend growth for the UK market as a whole possible in Once again, issues in Europe had a significant impact on the UK equity market in the period as the European authorities took steps towards containing the debt crisis. The European Central Bank (ECB) came to the aid of the region s weakest banks in December and February with its long term refinancing operations, and later cut interest rates to a new low of 0.75% in an effort to stimulate regional growth. A promise in July from ECB president, Mario Draghi, that policymakers would do whatever it takes to preserve the euro triggered a rally in global markets. M A N A G E D I N C O M E Investors also reacted positively to steps by Europe s leaders towards greater fiscal and political union. The fiscal compact agreed in December 2011 goes a long way towards controlling budget deficits for euro member countries, while the agreement in principle in June 2012 to move towards banking union is another important step towards an eventual resolution to the crisis. Meanwhile, measures introduced over the summer to boost growth in the US and China provided crucial support to sentiment in the UK. In the US, the Federal Reserve took further action through an extension to its Operation Twist programme in June, and towards the end of the period markets rose on increasing hopes for a third round JPMorgan Elect plc. Annual Report & Accounts

18 Investment Managers Report continued of quantitative easing. In China, second-quarter growth was the slowest in three years, prompting two interest rate cuts in as many months by the People s Bank of China and further fiscal stimulus from the government, including significant infrastructure investment. M A N A G E D I N C O M E At home, the Bank of England (BoE) provided continued support to the UK economy. Measures included a further GBP 175 billion of Gilt purchases and a GBP 100 billion package to provide UK banks with cheap funding in return for commitments to lend to businesses. These measures, along with holding base rates at a record low of 0.5%, were designed to help stimulate spending and investment by driving down borrowing costs, and were well received by the market. While UK stocks performed well in response to these measures, the UK economic backdrop darkened. In the first quarter of 2012 the UK economy returned to recession defined as two quarters of negative growth and it contracted further in the second quarter, shrinking by 0.4% quarter on quarter. A sharp decline in construction appeared to be the main reason for the contraction. Falling demand for the UK s exports, particularly from Europe, also contributed to negative growth. UK manufacturing data was similarly disappointing, with the purchasing managers index, a measure of activity in the sector, remaining below the level that separates expansion from contraction for much of the period. However, while national output declined, unemployment fell, particularly towards the end of the period, having reached a 17-year high in November This data raised hopes that the economy may be stronger than official statistics suggest. Inflation figures were also encouraging, with the consumer price index nearing the BoE s 2% target, falling to 2.5% year on year in August from 5.2% a year earlier. Performance Review The table below summarises the performance of the Managed Income portfolio over the past 10 years. Total returns to 31st August 2012 Six One Two Three Five Ten Managed Income months year years years years years NAV Return (%) Benchmark Return 1 (%) FTSE All-Share Index (%) Barclays Capital Global Corporate Bond Index (hedged) in sterling terms 1 (%) Source: Bloomberg/J.P. Morgan. 1 Prior to 28th February 2009, the benchmark was a composite comprising 85% FTSE 350 High Yield Index and 15% Merrill Lynch 5 10 year Sterling Corporate Bond Index. In the 12 months to the 31st August 2012, the Managed Income portfolio delivered a return on net assets of +10.6% against the total return of the composite benchmark 16 JPMorgan Elect plc. Annual Report & Accounts 2012

19 of +10.2%. Over the 12 month period the FTSE All-Share index rose by 10.2% whilst the Barclays Capital Global Corporate Bond Index rose by 9.8%. The portfolio has modestly outperformed its benchmark over this period, benefiting from further positive stock selection within the UK equity portfolio. During the first half of the financial year, the six months to 29th February 2012, the portfolio benefited from both favourable stock selection and from the asset allocation decision to remain underweight in corporate bonds. During the second half of the year, to the end of August 2012, UK stock selection remained positive, but the portfolio s asset allocation was less helpful. In terms of the underlying direct UK equity holdings, the overall performance was ahead of the market, both in the first half and in the second half of the year. For the year as a whole, the most significant contributor to performance was an underweight position (a zero holding) in Anglo American, a major global mining stock. The share price of Anglo American has been very weak over the year, as have other mining stocks, due to falling commodity prices and lower demand for metals from China. Managed Income has benefited from being underweight in the mining sector over the period. The portfolio also benefited from not owning Tesco, the major food retailer which announced a disappointing trading update in January 2012 in which it lowered its future profit guidance. Food retailers generally have been disappointing share price performers over the year and Managed Income has benefited from being underweight in this sector. The portfolio continued to benefit from its overweight positions in some of the long-held industrial stocks such as the industrial engineer, Melrose, the plastics manufacturer, RPC and the two chemicals stocks, Elementis and Johnson Matthey, both of which have delivered strong dividend growth to shareholders. Some of our value stocks within the financial sectors have also performed strongly, including the high dividend yielding Aberdeen Asset Management, the life insurer, Legal and General and the speciality non-life insurer, Lancashire Holdings. The holding in JPMorgan Income & Growth Investment Trust was also a strong performer over the 12 month period. By contrast, our holding in Man Group, the hedge fund manager, was a negative contributor to returns, as it fell significantly over the period (we sold the holding in January 2012), as did the emerging market asset manager, Ashmore Group. Although we had bought a position in Diageo, the global alcoholic beverage manufacturer, we were underweight in this large stock for much of the year which was unhelpful as it outperformed the market. Not owning SAB Miller, another major drinks manufacturer, was also detrimental to performance as the beverage sector was a strong performer over the year as a whole. Overall the portfolio s performance was encouraging over our financial year, with the underlying stock selection outperforming the positive returns from the UK equity market. M A N A G E D I N C O M E Portfolio Review We maintained an overweight position in equities relative to the portfolio s composite benchmark throughout the year. This decision was predicated on reasonable valuations particularly dividend yield. In addition, we felt that the impact of quantitative easing would be positive for equity prices. We remained invested in both the JPMorgan Global High Yield Bond Fund and the JPMorgan Global Corporate Bond JPMorgan Elect plc. Annual Report & Accounts

20 Investment Managers Report continued Fund. These funds are a diversified way of enhancing the income yield of the overall portfolio. However, the allocation to corporate bonds stayed consistently underweight relative to the composite benchmark. We also continue to hold a position in JPMorgan European Investment Trust and in JPMorgan Income & Growth Investment Trust. M A N A G E D I N C O M E Our investment process remains focused on identifying companies whose earnings forecasts are being revised upwards, whose valuation is attractive and whose balance sheet strength allows for dividend stability. As such, portfolio construction is determined by bottom-up stock selection. For instance, we bought aerospace and defence contractor, BAE Systems, whose earnings delivery has been resilient despite weakness in the economy. Management remains committed to returning cash to shareholders, possibly through a buy-back and the dividend yield is very attractive at 6%. We also bought Rexam which is the world s largest producer of beverage cans. Underlying can volumes are positive as demand for specialised cans is growing from customers such as Red Bull. The dividend yield of 3.7% is well supported by cash flows and the proceeds of potential disposals may be returned to shareholders. On the other hand we sold our position in the media group, Pearson. The company continued to enjoy good trading in international education and the Financial Times but underlying revenue growth in North America fell as did returns at Penguin books resulting in downgrades to consensus earnings forecasts. We also sold our holding in life insurance company Resolution. Prior promises on returning capital were entirely abandoned with the cancellation of a 250 million cash return to shareholders originally promised for the first half of Despite the low valuation we felt that the risk of further negative news flow was high. Other sales included Stagecoach and Restaurant Group. Outlook The recent fall in UK unemployment should help support the domestic economy in the second half of The rising number of people receiving wages, coupled with lower inflation, could spur an increase in household spending, which would help stimulate growth. However, UK fiscal austerity looks set to bite deeper. In particular, weak activity in the construction sector may continue to drag on the economy, with the government holding back on infrastructure spending as it struggles to meet its deficit reduction targets. In Europe, while the ECB s new unlimited bond-buying scheme has boosted confidence, its effectiveness lies with the governments of highly indebted eurozone countries, which must now commit to necessary programmes of reform in order to resolve the crisis. Any further progress in the region would clearly have a positive impact on the UK economy. Against this backdrop of continued weakness in the domestic and eurozone economies, UK corporate profits are likely to remain under pressure. However, dividend yields and valuations remain attractive, both compared to bonds and compared to history. John Baker Sarah Emly Investment Managers 7th November JPMorgan Elect plc. Annual Report & Accounts 2012

21 Financial Record As at 31st August Net asset value per share (p) Share price (p) Year ended 31st August Revenue return per share (p) Dividends per share (p) Special dividends per share (p) Premium/(discount) (%) (2.7) (2.3) (2.0) (4.2) (2.2) (0.1) (4.0) (2.5) (3.6) Net yield per share (%) Gearing factor (%) Ongoing Charges (%) A glossary of terms and definitions is provided on page Represents the period from commencement of operations on 14th January 2004, which is the date when the investments of JPMorgan Fleming Managed Income were transferred to the Company, to 31st August The financial records for the years ended 31st August 2001 to 2003 are those of JPMorgan Managed Income plc, prior to its liquidation and reconstruction in January Restated for the change in accounting policy regarding dividends payable, which are now included in the accounts in the year in which they are approved by shareholders. The period ended 31st August 2004 and prior years have not been restated. 3 Includes special dividends. 4 Management fee and all other operating expenses excluding interest, expressed as a percentage of the average of the daily net assets during the year (2011 to 2009: Total Expense Ratio: Management fee and all other operating expenses excluding interest, expressed as a percentage of the average of the month end net assets during the year; 2008 and prior years: expressed as the average of the opening and closing net assets). M A N A G E D I N C O M E JPMorgan Elect plc. Annual Report & Accounts

22 Ten Largest Investments 31st August st August 2011 Valuation Valuation Company 000 % % 2 Royal Dutch Shell 3, , JPMorgan Global Corporate Bond Fund ( A Distribution shares) 2, , JPMorgan Global High Yield Fund ( A Income shares) 3 2, M A N A G E D I N C O M E JPMorgan Income & Growth Investment Trust plc (Income shares) 1, , Vodafone 1, , BP 3 1, British American Tobacco 1, , GlaxoSmithKline 1, , HSBC 1, , AstraZeneca 1, , Total 4 19, Based on total assets less current liabilities of 43.4m. 2 Based on total assets less current liabilities of 38.8m. 3 Not included in the ten largest investments at 31st August At 31st August 2011, the value of the ten largest investments amounted to 17.0m, representing 43.7% of total assets less current liabilities. 20 JPMorgan Elect plc. Annual Report & Accounts 2012

23 Sector Analysis 31st August st August 2011 Portfolio Benchmark Portfolio Benchmark % % % % Financials Consumer Goods Industrials Oil & Gas Telecommunications Basic Materials Health Care Investment Trusts Consumer Services Utilities Technology Bond Funds Net Current Assets Total Based on total assets less current liabilities of 43.4m (2011: 38.8m). M A N A G E D I N C O M E JPMorgan Elect plc. Annual Report & Accounts

24 List of Investments at 31st August 2012 Valuation 000 Valuation 000 M A N A G E D I N C O M E UK Equities Royal Dutch Shell 3,026 Vodafone 1,944 BP 1,721 British American Tobacco 1,650 GlaxoSmithKline 1,634 HSBC 1,597 AstraZeneca 1,208 Diageo 1,145 Imperial Tobacco 1,015 BHP Billiton 886 Rio Tinto 769 BT 714 Xstrata 657 BAE Systems 630 Prudential 616 Barclays 561 Melrose 551 Legal & General 521 Scottish & Southern Energy 501 WPP 476 Wolseley 470 De La Rue 442 Aberdeen Asset Management 417 Kcom 409 Smith (DS) 403 Berkeley 392 Rolls-Royce 392 Lancashire 380 Standard Life 378 Filtrona 368 Johnson Matthey 367 John Menzies 363 Centrica 352 GKN 344 Tate & Lyle 343 Diploma 340 Severn Trent 337 Easyjet 324 Compass 323 Aviva 314 British Land 312 Laird 308 RPC 308 ITV 295 Micro Focus International 295 Provident Financial 295 Taylor Wimpey 295 Catlin 275 Intercontinental Hotels 267 Rexam 264 Interserve 261 WH Smith 261 Morrison (Wm.) Supermarkets 251 Senior 236 Elementis 233 Pennon 231 Informa 224 Burberry 221 Hammerson 201 Drax 186 Standard Chartered ,622 JPMorgan Managed Bond Funds JPMorgan Global Corporate Bond ( A Distribution shares) 1 2,557 JPMorgan Global High Yield Bond ( A Income shares) 1 2,052 4,609 JPMorgan Managed Investment Trusts JPMorgan Income & Growth (Income shares) 1,951 JPMorgan European (Income shares) 631 JPMorgan Income & Growth (Capital shares) 63 2,645 Externally Managed Investment Trusts ACP Mezzanine Total Portfolio 41,876 Derivative Instruments Options BAT 3600 Call Option Dec (2) Severn Trent 1500 Put Option Dec (2) Prudential 880 Call Option Oct (1) SSE 1200 Put Option Dec (1) ITG 2800 Call Option Dec (1) Total Derivative Instruments (7) Total Portfolio and Derivatives 41,869 1 Unlisted. 22 JPMorgan Elect plc. Annual Report & Accounts 2012

25 Income Statement for the year ended 31st August Revenue Capital Total Revenue Capital Total Gains on investments held at fair value through profit or loss 2,465 2,465 2,226 2,226 Income from investments 1,931 1,931 1,817 1,817 Other interest receivable and similar income Gross return 1,957 2,465 4,422 1,866 2,226 4,092 Management fee (78) (96) (174) (80) (93) (173) Other administrative expenses (110) (110) (101) (101) Net return on ordinary activities before finance costs and taxation 1,769 2,369 4,138 1,685 2,133 3,818 Taxation (charge)/credit (1) (1) (51) 44 (7) Net return on ordinary activities after taxation 1,768 2,369 4,137 1,634 2,177 3,811 Return per Managed Income share 3.48p 4.65p 8.13p 3.32p 4.42p 7.74p M A N A G E D I N C O M E JPMorgan Elect plc. Annual Report & Accounts