jpmorgan elect plc · 2019-06-03 · the new jpm elect shares may not be acquired by: (i) investors...

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are inany doubt as to the action you should take, you should consult your independent financialadviser authorised under the Financial Services and Markets Act 2000, as amended (the FSMA)if you are in the United Kingdom, or from another appropriately authorised independent financialadviser if you are in a territory outside the United Kingdom.This document comprises a prospectus (the Prospectus) relating to JPMorgan Elect plc (theCompany), prepared in accordance with the Prospectus Rules of the Financial Conduct Authority(the FCA) made pursuant to section 73A of FSMA. This Prospectus has been approved by the FCAand has been filed with the FCA and made available to the public in accordance with Rule 3.2 ofthe Prospectus Rules.

Applications will be made for the New JPM Elect Shares to be admitted to the premium segment ofthe Official List of the FCA and to be admitted to trading on the London Stock Exchange’s MainMarket for listed securities. It is not intended that any class of New JPM Elect Shares be admittedto listing in any other jurisdiction. It is expected that Admission will become effective and thatdealings for normal settlement in the New JPM Elect Shares will commence at 8.00 am on oraround 24 June 2019.

JPMORGAN ELECT PLC(incorporated in England and Wales with registered number 3845060 and registered

as an investment company under section 833 of the Companies Act 2006)

Issue of up to 8,000,000 Managed Growth Shares, up to 55,000,000 Managed Income Shares andup to 55,000,000 Managed Cash Shares pursuant to a scheme of reconstruction of El Oro Ltd.

Sponsor and Financial AdviserWinterflood Securities Limited

The Company, whose registered office appears on page 34 of this Prospectus, and the Directors,whose names appear on page 34 of this Prospectus, accept responsibility for the informationcontained in this Prospectus. To the best of the knowledge of the Company, and the Directors(each of whom has taken all reasonable care to ensure that such is the case), the informationcontained in this Prospectus is in accordance with the facts and contains no omissions likely toaffect the import of such information.

Winterflood Securities Limited (Winterflood) is authorised and regulated by the FCA and is actingexclusively for the Company and for no one else in connection with the Issue and will not beresponsible to anyone (whether or not a recipient of this Prospectus) other than the Company forproviding the protections afforded to clients of Winterflood or for affording advice in relation to theIssue, the contents of this Prospectus or any matters referred to herein. Winterflood is notresponsible for the contents of this Prospectus. This does not exclude any responsibilities whichWinterflood may have under FSMA or the regulatory regime established thereunder.

The New JPM Elect Shares have not been and will not be registered under the United StatesSecurities Act of 1933, as amended, (the US Securities Act) or with any securities regulatoryauthority of any state, territory or other jurisdiction of the United States, and, subject to certainexceptions, may not be offered or sold within the United States or to, or for the account or benefitof, any US Person (as defined in Regulation S under the Securities Act (Regulation S)). No offer,purchase, sale or transfer of New JPM Elect Shares may be made except in a manner which wouldnot require the Company to register under the United States Investment Company Act of 1940, asamended (the US Investment Company Act). There will be no public offer of the New JPM ElectShares in the United States.

Neither the US Securities and Exchange Commission (the SEC) nor any state securitiescommission has approved or disapproved of the New JPM Elect Shares or passed upon orendorsed the merits of the offering of the New JPM Elect Shares or the adequacy or accuracy ofthis Prospectus. Any representation to the contrary is a criminal offence in the United States.

The New JPM Elect Shares may not be acquired by: (i) investors using assets of: (A) an “employeebenefit plan” as defined in Section 3(3) of the United States Employee Retirement Income SecurityAct of 1974, as amended (ERISA) that is subject to Title I of ERISA; (B) a “plan” as defined inSection 4975 of the United States Internal Revenue Code of 1986, as amended (the US TaxCode), including an individual retirement account or other arrangement that is subject toSection 4975 of the US Tax Code; or (C) an entity whose underlying assets are considered to

include “plan assets” by reason of investment by an “employee benefit plan” or “plan” described inpreceding clause (A) or (B) in such entity pursuant to the US Plan Assets Regulations; or (ii) agovernmental, church, non-US or other employee benefit plan that is subject to any federal, state,local or non-US law that is substantially similar to the provisions of Title I of ERISA or Section 4975of the US Tax Code (collectively, Benefit Plan Investors), unless its purchase, holding, anddisposition of the New JPM Elect Shares will not constitute or result in a non-exempt violation ofany such substantially similar law.

In addition, the New JPM Elect Shares are subject to restrictions on transferability and resale incertain jurisdictions and may not be transferred or resold except as permitted under applicablesecurities laws and regulations. Investors may be required to bear the financial risks of theirinvestment in the New JPM Elect Shares for an indefinite period of time. Any failure to comply withthese restrictions may constitute a violation of the securities laws of any such jurisdictions. Forfurther information on restrictions on offers, sales and transfers of the New JPM Elect Shares,please refer to the section entitled “Restrictions on the transfer of Elect Shares” in Part 4 of thisProspectus.

The New JPM Elect Shares are only suitable for investors: (i) who understand the potential risk ofcapital loss and that there may be limited liquidity in the underlying investments of the Company;(ii) for whom an investment in the New JPM Elect Shares is part of a diversified investmentprogramme; and (iii) who fully understand and are willing to assume the risks involved in such aninvestment portfolio. Investors in the Company are expected to be institutional investors, professionalinvestors, high net worth investors and advised individual investors who understand the risksinvolved in investing in the Company and/or who have received advice from their fund manager orbroker regarding investment in the Company. It should be remembered that the price of the NewJPM Elect Shares and the income from them can go down as well as up.

This Prospectus does not constitute or form part of any offer or invitation to sell, or the solicitationof an offer to acquire or subscribe for, any securities other than the securities to which it relates orany offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe forsuch securities by any person in any circumstances in which such offer or solicitation is unlawful orwould impose any unfulfilled registration, qualification, publication or approval requirements on theCompany or Winterflood.

Your attention is drawn to pages 19 to 27 of this Prospectus, which set out the material risk factorsassociated with an investment in securities of the Company.

This Prospectus is dated 24 May 2019.

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CONTENTS

Page

SUMMARY................................................................................................................................... 4

RISK FACTORS ........................................................................................................................... 19

IMPORTANT INFORMATION ...................................................................................................... 28

EXPECTED TIMETABLE ............................................................................................................. 32

ISSUE STATISTICS...................................................................................................................... 33

DEALING CODES ....................................................................................................................... 33

DIRECTORS, INVESTMENT MANAGER AND ADVISERS....................................................... 34

PART 1 THE COMPANY ............................................................................................................. 36

PART 2 THE INVESTMENT OPPORTUNITY, INVESTMENT CASE AND PORTFOLIO.......... 43

PART 3 DIRECTORS, MANAGEMENT AND ADMINISTRATION.............................................. 49

PART 4 THE ISSUE..................................................................................................................... 55

PART 5 TAXATION ...................................................................................................................... 59

PART 6 FINANCIAL INFORMATION .......................................................................................... 62

PART 7 GENERAL INFORMATION............................................................................................ 65

DEFINITIONS............................................................................................................................... 99

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SUMMARY

Summaries are made up of disclosure requirements known as “Elements”. These elements are numbered in sectionsA-E (A.1 – E.7).

This summary contains all the Elements required to be included in a summary for the New JPM Elect Shares and theCompany. As some Elements are not required to be addressed, there may be gaps in the numbering sequence of theElements.

It is possible that no relevant information can be given regarding a required Element. In this case, a short descriptionof the Element is included in the summary with the mention of “not applicable”.

Section A – Introduction and warnings

Element Disclosurerequirement

Disclosure

A.1 Introduction andwarning

This summary should be read as an introduction to this Prospectus. Anydecision to invest in the New JPM Elect Shares should be based onconsideration of this Prospectus as a whole by the investor. Where a claimrelating to the information contained in a prospectus is brought before acourt, the plaintiff investor might, under the national legislation of theEuropean Union Member States, have to bear the costs of translating suchprospectus before the legal proceedings are initiated. Civil liability attachesonly to those persons who have tabled the summary including anytranslation thereof, but only if the summary is misleading, inaccurate orinconsistent when read together with the other parts of the prospectus or itdoes not provide, when read together with the other parts of the prospectus,key information in order to aid investors when considering whether to investin such securities.

A.2 Consent to useProspectus inrespect of the Issue

Not applicable. The Company is not engaging any financial intermediariesfor any resale of securities or final placement of securities requiring aprospectus after publication of this Prospectus.

Section B – Issuer


Disclosure

B.1 Legal andcommercial name

The issuer’s legal and commercial name is JPMorgan Elect plc.

B.2 Domicile, legal form,legislation andcountry ofincorporation

The Company is a public company with an unlimited life and wasincorporated in England and Wales on 16 September 1999 withregistered number 3845060. The Company is subject to the 2006 Act.The Company’s Legal Entity Identifier (LEI) is 549300FIUYKKL39ILD07.

B.5 Group structure Not applicable. The Company does not have any subsidiaries or subsidiaryundertakings.

B.6 Notifiable interests,different votingrights andcontrolling interests

As at the date of this Prospectus 2019, so far as the Directors are aware, noperson other than those listed below was interested, directly or indirectly, in3 per cent. or more of the Company’s share capital:

Shareholder

Number ofManaged

CashShares

Number ofManagedGrowthShares

Number ofManagedIncomeShares

% ofissuedSharecapital

Brewin Dolphin Limited 15,800 626,187 6,647,152 3.71%

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Following Admission, the Company’s major Shareholders may be materiallydifferent to those set out above.

B.7 Historical FinancialInformation

The selected historical financial information set out in the table below, whichincludes the key figures that summarise the financial condition of theCompany, has been extracted without material adjustment from the(unaudited) interim report and financial statements of the Company forthe six month periods ended 28 February 2019 and 28 February 2018 andthe audited annual report and financial statements of the Company for thefinancial years ended 31 August 2018, 31 August 2017 and 31 August2016.

As at28 February

2019(unaudited)

As at28 February

2018(unaudited)

As at31 August

2018(audited)

As at31 August

2017(audited)

As at31 August

2016(audited)

Total assets(£m) 347.3 355.2 375.1 354.3 283.6Total liabilities(£m) (10.7) (0.8) (5.5) (0.2) (0.6)Net assets (£m) 336.6 354.4 369.6 354.1 283.0Net assets perManaged CashShare (p) 102.4 102.0 102.2 102.2 101.7Net assets perManagedGrowthShare (p) 806.0 815.8 879.3 785.6 664.2Net assets perManagedIncomeShare (p) 105.9 112.7 114.0 117.2 105.7

There has been no significant change in the financial condition andoperating results of the Company for each of the financial periods set outabove or subsequent to those periods up to the date of this Prospectus.

B.8 Pro forma financialinformation

Not applicable. No pro forma financial information has been included in thisProspectus.

B.9 Profit forecasts Not applicable. There are no profit forecasts included within thisProspectus.

B.10 Description of thenature of anyqualifications in theaudit report on thehistorical financialinformation

Not applicable. The audit reports on the historical financial informationcontained in this Prospectus are not qualified.

B.11 Qualified workingcapital

Not applicable. The Company believes that the working capital available toit is sufficient for its present requirements, which is for at least the next12 months from the date of this Prospectus.

B.34 Investmentobjectives andpolicies

Investment objectives and policies

Investment objective – Managed Growth The objective of the ManagedGrowth portfolio is to achieve long term capital growth from investing in arange of investment trusts and open-ended funds managed principally byJPMAM.

Investment objective – Managed Income The objective of the ManagedIncome portfolio is to achieve a growing income return with potential for longterm capital growth by investing primarily in UK equities.

Investment objective – Managed Cash The investment objective of theManaged Cash portfolio is to achieve a return in excess of sterling moneymarkets by investing primarily in GBP denominated short-term debtsecurities.

Investment policy – Managed Growth In order to achieve its statedinvestment policy and to seek to manage investment risks, the Managed

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Growth portfolio is invested in a diversified range of investment trusts andopen-ended funds, which themselves invest in the UK and overseas. Thenumber of investments in the portfolio will normally range between 30 and50.

Investment Restrictions and Guidelines

* No more than 10 per cent. of the value of the portfolio’s gross assetswill be invested in any single investment.

* The portfolio does not invest more than 10 per cent. of its grossassets in any company that itself may invest more than 15 per cent. ofits gross assets in UK listed investment companies.

* An investment in any open-ended fund will not exceed 25 per cent. ofthe market capital of the investee fund.

* Investments in third party managed funds will not normally exceed40 per cent. of the portfolio’s gross assets.

* Board permission has been granted for the limited use of futures fortactical asset allocation purposes. Other than this, the portfolio will notnormally invest in derivative instruments – prior approval is requiredfrom the Board if such an investment is desired. Investments inderivatives will only be made for the purposes of efficient portfoliomanagement.

* The Board does not intend to utilise borrowings to increase the fundsavailable for investment. The Board monitors closely the level ofindirect gearing through the underlying investments.

* The underlying portfolio should be invested 95-120 per cent.

All of the above limits will be tested at the time of making, or adding to, therelevant investment.

Investment policy – Managed Income In order to achieve its statedinvestment policy and to seek to manage investment risks, the ManagedIncome portfolio is invested in a diversified portfolio of UK equities and mayinvest in investment companies and open-ended funds. The number ofinvestments in the portfolio will normally range between 50 and 80.

Investment Restrictions and Guidelines

* No more than 10 per cent. of the value of the portfolio’s gross assetswill be invested in any single investment.

* The portfolio does not invest more than 10 per cent. of its grossassets in any company that itself may invest more than 15 per cent. ofits gross assets in UK listed investment companies.

* The investment managers may write options within parameters set bythe Board. Prior approval is required from the Board for investment inall other derivative instruments. Board permission has been grantedfor the limited use of futures for tactical asset allocation purposes.Investments in derivatives will only be made for the purposes ofefficient portfolio management.

* The Managed Income Share class has the ability to use short termgearing to increase potential returns to shareholders. Its policy is tooperate within a gearing range of 15 per cent. net cash to 12.5 percent. geared.

All of the above limits will be tested at the time of making, or adding to, therelevant investment.

Investment policy – Managed Cash In order to achieve its statedinvestment objective and seek to manage investment risks, the Companywill invest all or substantially all of the assets of the Managed Cash shareclass in JSMRF, an existing UCITS fund launched on 22 August 2016, orany successor vehicle of JSMRF. The investment policy of JSMRF is toinvest primarily in GBP denominated short-term debt securities.

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The Company, through its investment in JSMRF, will maintain a diversifiedportfolio of investments. In particular, the Company will adhere to thefollowing restrictions calculated as a percentage of the gross assets ofJSMRF attributable to the Company, as at the time of investment:

* maximum of 35 per cent. in any one issuer of transferable securitiesand money market instruments issued or guaranteed by a sovereignnation, any EU public local authority, or any public international bodyto which one or more EU Member States belongs;

* maximum of 25 per cent. in any one issuer of bonds issued by an EUcredit institution;

* maximum of 10 per cent. in any one issuer of other transferablesecurities and money market instruments; and

* maximum of 20 per cent. in any one Undertakings for CollectiveInvestments in Transferable Securities (UCITS) fund or Undertakingsfor Collective Investments (UCI) fund (excluding the investment inJSMRF).

The Company does not intend to utilise borrowings to increase the fundsavailable for investment.

In the event that JSMRF changes its investment policy, the Directors willtake appropriate action to amend the Managed Cash investment policy orwill consider removing the assets of the Managed Cash portfolio fromJSMRF so that the Company is not in breach of any applicable regulation.

Monitoring of Compliance Compliance with the Board’s investmentrestrictions and guidelines for all three portfolios is monitored continuouslyby the AIFM and is reported to the Board on a monthly basis.

B.35 Borrowing limits The Managed Income Share class has the ability to use short term gearingto increase potential returns to shareholders. Its policy is to operate within agearing range of 15 per cent. net cash to 12.5 per cent. geared.

Otherwise, the Board does not intend to utilise borrowings to increase thefunds available for investment.

B.36 Regulatory status The Company is incorporated and operates under the 2006 Act. TheCompany is not authorised or regulated as a collective investment schemeby the FCA. The Company is subject to the Listing Rules and the DisclosureGuidance and Transparency Rules of the FCA.

The Company is registered as an investment company under section 833 ofthe 2006 Act and carries on its business so that it qualifies for approval asan investment trust in accordance with section 1158 of the Corporation TaxAct 2010 at all times.

The Company is an alternative investment fund in the context of the AIFMDirective, and has appointed JPMorgan Funds Limited to act as itsalternative investment fund manager. JPMorgan Funds Limited isauthorised and regulated in the UK by the FCA (FCA registration number119346) as an alternative investment fund manager.

B.37 Typical investor Typical investors in the Company are expected to be institutional andsophisticated investors, investment professionals, high net worth bodiescorporate, unincorporated associations, partnerships and trustees of highvalue trusts and private clients (some of whom may invest through brokers).

The New JPM Elect Shares are only suitable for investors who understandthe potential risk of capital loss, for whom an investment in New JPM ElectShares is part of a diversified investment programme and who fullyunderstand and are willing to assume the risks involved in such aninvestment programme.

B.38 Investment of20 per cent. or morein single underlyingasset or investmentcompany

Not applicable. No investment will represent 20 per cent. or more of thegross assets at the time of investment.

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B.39 Investment of40 per cent. or morein single underlyingasset or investment

Not applicable. No investment will represent 40 per cent. or more of thegross assets at the time of investment.

B.40 Service providers Investment Manager and AIFM

The Investment Manager of the Company is JPMorgan Asset Management(UK) Limited and the AIFM of the Company is JPMorgan Funds Limited.

The Investment Management Agreement between the Company and theAIFM sets out the matters which have been delegated to the AIFM. Thisincludes management of the Company’s assets and the provision ofaccounting, company secretarial, administration and some marketingservices. All other matters are reserved for the approval of the Board. Aformal schedule of matters reserved to the Board for decision has beenapproved. This includes determination and monitoring of the Company’sinvestment objectives and policies and its future strategic direction, gearingpolicy, management of the capital structure, appointment and removal ofthird party service providers, review of key investment and financial dataand the Company’s corporate governance and risk control arrangements.

The AIFM has delegated its responsibility for portfolio management to theInvestment Manager.

Management Fee The management fee is calculated and paid quarterly inarrear and is charged at the following rates:

* Managed Growth assets: The management fee is 0.3 per cent. perannum on assets invested in JPMorgan managed funds and0.6 per cent. per annum on assets invested in non-JPMorganmanaged funds and direct investments. Investments in JPMorgan’sretail open-ended pooled funds qualify for a partial rebate of theunderlying fee which is paid back to the Company.

* Managed Income assets: There is no management fee on assetsinvested in JPMorgan managed funds. The management fee is0.6 per cent. per annum on assets invested in non-JPMorganmanaged funds and direct investments. Investments in JPMorgan’sretail open-ended pooled funds qualify for a partial rebate of theunderlying fee.

* Managed Cash assets: no management fee charged.

Other arrangements

Depositary BNY Mellon Trust & Depositary (UK) Limited is the Depositaryof the Company pursuant to the Depositary Agreement with the Companyand the AIFM. As Depositary of the Company it will perform those dutiesprescribed under the AIFM Directive.

Under the terms of the Depositary Agreement, the Depositary is entitled toa fee of 0.017 per cent. (1.7 basis points) or a minimum of £10,000 perannum of the value of assets held by the Depositary. The fees for thedelegated custody component of the Depositary’s role are dependent onthe value of assets under management and the number and nature oftransactions undertaken by the Company.

Custodian The Depositary has appointed J.P. Morgan Chase Bank,National Association, London Branch as custodian to the Company.

Registrar Equiniti Limited has been appointed as the Registrar pursuant tothe Registrar Agreement.

Auditor The Auditor to the Company is Ernst & Young LLP. Ernst &Young LLP is independent of the Company and is registered to carry outaudit work in the UK and Ireland by the Institute of Chartered Accountants inEngland and Wales.

B.41 Service providers’regulatory status

The AIFM is JPMorgan Funds Limited, a private limited companyincorporated on 27 November 1936 in Scotland with registered numberSC019438. It is authorised and regulated by the FCA in the UnitedKingdom.

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The Investment Manager is JPMorgan Asset Management (UK) Limited, aprivate liability company incorporated on 27 February 1974 in England andWales with registered number 01161446. It is authorised and regulated bythe FCA in the United Kingdom.

B.42 Net asset valuecalculations

The valuation function is performed by the AIFM. The valuation function isperformed independently from the portfolio management function.

The Company’s business is investing in financial assets with a view toprofiting from their total return in the form of income and capital growth. Thisportfolio of financial assets is managed and its performance evaluated on afair value basis, in accordance with a documented investment strategy andinformation is provided internally on that basis to the Board.

Accordingly, upon initial recognition the investments are designated by theCompany as ‘held at fair value through profit or loss’. They are includedinitially at fair value which is taken to be their cost, excluding expensesincidental to purchase which are written off in the capital column of theincome statement at the time of acquisition. Subsequently the investmentsare valued at fair value, which are quoted bid prices for investments tradedin active markets.

For investments which are not traded in active markets, unlisted andrestricted investments, the AIFM takes into account the latest traded prices,other observable market data and asset values based on the latestmanagement accounts.

The NAV per Managed Cash Share, NAV per Managed Growth Share andNAV per Managed Income Share are published daily via the London StockExchange. The market price is shown daily in the Financial Times, TheTimes, The Daily Telegraph, The Scotsman and on the Company’s internetsite at www.jpmelect.co.uk, where the JPM Elect Share prices are updatedevery fifteen minutes during trading hours.

B.43 Cross liabilities Not applicable. The Company is not an umbrella collective investmentundertaking and as such there is no cross liability between classes orinvestment in another collective investment undertaking.

B.44 Financial Statements The Company has commenced operations and historical financialinformation is included in the Prospectus.

B.45 Investment Portfolio Managed Growth The Managed Growth pool invests in UK listedinvestment trusts and open-ended funds, all of which are sterlingdenominated and themselves invest in the UK and/or overseas. Below isManaged Growth’s Top 10 investments as well as geographical breakdownas at the Latest Practicable Date.

Investment Portfolio (%)

JPMORGAN AMERICAN INVESTMENT TRUST PLC/FUNDCLOSED-END FUND 10.12%JPMORGAN CLAVERHOUSE INVESTMENT TRUST PLC/FUNDCLOSED-END FUND 9.73%FINSBURY GROWTH & INCOME TRUST PLC/FUND CLOSED-END FUND 9.24%JPMORGAN FUNDS – US EQUITY ALL CAP FUND OPEN-ENDFUND 8.88%JPM UK DYNAMIC FUND – C INC 7.69%JPMORGAN INVESTMENT FUNDS – US SELECT EQUITY FUNDOPEN-END FUND 6.58%JPM UK EQUITY PLUS FUND – C INC 5.30%JPMORGAN JAPANESE INVESTMENT TRUST PLC/FUNDCLOSED-END FUND 4.45%MURRAY INCOME TRUST PLC CLOSED-END FUND 4.06%JPMORGAN EUROPEAN INVESTMENT TRUST PLC – GROWTH/FUND CLOSED-END FUND 4.04%

Source: J.P. Morgan Asset Management. This portfolio is unaudited.

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Regional breakdown Portfolio (%)

UK 49.9%North America 33.4%Continental Europe 6.7%Japan 5.0%Asia (excluding Japan) 3.2%Emerging Markets and others 1.8%Total 100.0%

Source: J.P. Morgan Asset Management

Managed Income The Managed Income pool invests in a diversifiedportfolio of sterling denominated UK equities. Below is Managed Income’sTop 10 investments as well as a sector breakdown as at the LatestPracticable Date.Investment Portfolio (%)

ROYAL DUTCH SHELL PLC COMMON STOCK 10.13%BP PLC COMMON STOCK 6.33%HSBC HOLDINGS PLC COMMON STOCK 4.99%GLAXOSMITHKLINE PLC COMMON STOCK 4.68%RIO TINTO PLC COMMON STOCK 4.24%DIAGEO PLC COMMON STOCK 4.04%BRITISH AMERICAN TOBACCO PLC COMMON STOCK 2.90%BHP GROUP PLC COMMON STOCK 2.88%UNILEVER PLC COMMON STOCK 2.72%PRUDENTIAL PLC COMMON STOCK 2.63%


Sector Portfolio (%)

Financials 22.8%Consumer Goods 18.1%Oil & Gas 16.5%Basic Materials 11.7%Consumer Services 9.5%Industrials 7.4%Health Care 6.9%Telecommunications 3.0%Utilities 2.5%Technology 1.6%Total 100%

Source: J.P. Morgan Asset Management. Analysis excludes Managed Income’sholding in JPM Global Corporate Bond fund.

Managed Cash The Managed Cash pool invests solely in JPMorgan Funds– Sterling Managed Reserves Fund.

B.46 Net asset value As at the Latest Practicable Date, the unaudited value of the ManagedGrowth Pool was approximately £267.2 million, the NAV per ManagedGrowth Share (unaudited) was 854.9p and the market capitalisation of theManaged Growth Shares was approximately £258.6 million.

As at the Latest Practicable Date, the unaudited value of the ManagedIncome Pool was approximately £74.1 million, the NAV per ManagedIncome Share (unaudited) was 109.7p and the market capitalisation of theManaged Income Shares was approximately £72.6 million.

As at the Latest Practicable Date, the unaudited value of the Managed CashPool was approximately £7.0 million, the NAV per Managed Cash Share(unaudited) was 102.8p and the market capitalisation of the Managed CashShares was approximately £6.9 million.

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Section C – Securities


Disclosure

C.1 Description ofsecurities

The Company intends to issue the New JPM Elect Shares. The New JPMElect Shares comprise Managed Cash Shares (being ordinary shares of0.001 pence each in the capital of the Company designated as ManagedCash Shares), Managed Growth Shares (being ordinary shares of0.00426657 pence each in the capital of the Company designated asManaged Growth Shares) and Managed Income Shares (being ordinaryshares of 0.001 pence each in the capital of the Company designated asManaged Income Shares).

The ISIN, SEDOL and ticker symbol in respect of each class of New JPMElect Shares is set out below:

ISIN SEDOL Ticker

Managed Growth Shares GB0008528142 0852814 JPEManaged Income Shares GB0034080217 3408021 JPEIManaged Cash Shares GB0034080092 3408009 JPEC

The Company’s LEI is 549300FIUYKKL39ILD07.

C.2 Currency of securities The existing Managed Growth Shares, Managed Income Shares andManaged Cash Shares are, and the New JPM Elect Shares, will bedenominated in Sterling.

C.3 Amount paid up andpar value

As at the date of this Prospectus, the Company has 37,985,673 ManagedGrowth Shares, 78,518,126 Managed Income Shares, 6,829,154 ManagedCash Shares and 50,000 Founder Shares, in issue (in each case, excludingany JPM Elect Shares held in Treasury).

All JPM Elect Shares are fully paid up. The Founder Shares are partly paidas to 25 pence each.

C.4 Rights attaching to theShares

The JPM Elect Shares carry the right to receive the revenue profits of theCompany (including accumulated revenue reserves) attributable to the Poolrelating to those JPM Elect Shares and available for distribution anddetermined to be distributed by way of interim or final dividend at such timesas the Board may determine.

Shareholders will be entitled to attend and vote at all general meetings ofthe Company and, on a poll, to one vote for each JPM Elect Share held.

C.5 Restrictions on freetransferability of theShares

The Board may, in its absolute discretion, refuse to register any transfer of ashare or renunciation of a renounceable letter of allotment unless:

(a) it is in respect of a share which is fully paid up;

(b) it is in respect of only one class of shares;

(c) it is in favour of a single transferee or not more than four jointtransferees;

(d) it is duly stamped (if so required); and

(e) it is delivered for registration to the registered office for the time beingof the Company or such other place as the Board may from time totime determine, accompanied (except in the case of: (i) a transfer by arecognised person where a certificate has not been issued; (ii) atransfer of an uncertificated share; or (iii) a renunciation) by thecertificate for the share to which it relates and such other evidence asthe Board may reasonably require to prove the title of the transferor orperson renouncing and the due execution of the transfer orrenunciation by him or, if the transfer or renunciation is executed bysome other person on his behalf, the authority of that person to do so,provided that the Board shall not refuse to register a transfer or

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renunciation of a partly paid share on the grounds that it is partly paidin circumstances where such refusal would prevent dealings in suchshare from taking place on an open and proper basis on the marketon which such share is admitted to trading.

The Board may refuse to register a transfer of an uncertificated share insuch other circumstances as may be permitted or required by theregulations and the relevant electronic system.

Unless the Board otherwise determines, a transfer of JPM Elect Shares willnot be registered if the transferor or any other person whom the Companyreasonably believes to be interested in the transferor’s JPM Elect Shareshas been duly served with a notice pursuant to section 793 of the 2006 Act.

In addition, the Board may, in its absolute discretion, decline to transfer,convert or register any transfer of JPM Elect Shares to anyperson: (i) whose ownership of JPM Elect Shares may cause theCompany’s assets to be deemed “plan assets” for the purposes of ERISAor the Internal Revenue Code; (ii) whose ownership of JPM Elect Sharesmay cause the Company to be required to register as an “investmentcompany” under the US Investment Company Act (including because theholder of the JPM Elect Shares is not a “qualified purchaser” as defined inthe US Investment Company Act or a “qualified institutional buyer” asdefined in the US Securities Act); (iii) whose ownership of JPM Elect Sharesmay cause the Company to register under the US Exchange Act or anysimilar legislation; (iv) whose ownership of JPM Elect Shares may causethe Company to be a “controlled foreign corporation” for the purposes of theInternal Revenue Code, or may cause the Company to suffer any pecuniarydisadvantage under ERISA, the Internal Revenue Code or FATCA; or(v) whose ownership of the JPM Elect Shares may cause the Company tocease to be considered a “foreign private issuer” for the purposes of the USSecurities Act or the US Exchange Act (including, without limitation, wherethe percentage of the outstanding JPM Elect Shares in which US residentshave any interest is such that the Directors, in their absolute discretion,determine that there is a material risk that the Company may in the futurecease to be considered a “foreign private issuer”).

C.6 Admission Applications will be made to the FCA and the London Stock Exchange forthe New JPM Elect Shares to be admitted to the premium segment of theOfficial List and to trading on the London Stock Exchange’s main market forlisted securities. It is expected that Admission will become effective, andthat dealings in such New JPM Elect Shares will commence, at 8.00 am on24 June 2019.

C.7 Dividend policy The Company will only pay dividends on the JPM Elect Shares to the extentthat it has profits available for that purpose from the relevant Pool. Areduction of income from the investments in a Pool may adversely affect thedividend payable to Shareholders in that Pool. Such a reduction could arise,for example, from lower dividends or rates of interest paid on investments.

The market values of any debt investments in the Managed Income Poolcould be adversely affected by a change in market sentiment or a generalrise in interest rates. Certain investments of the Company may have a fixedlife and, as they mature, it may be difficult to identify replacementinvestments having similar financial characteristics.

Section D – Risks


Disclosure

D.1 Key risks specific tothe Company

Investment objectives The investment objectives of the Company are atarget only and should not be treated as an assurance or guarantee ofperformance. There is no assurance that any appreciation in the value of theNew JPM Elect Shares will occur or that the investment objectives of theCompany will be achieved. The value of investments and the income

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derived therefrom may fall as well as rise and investors may not recoup theoriginal amount invested in the Company.

The success of the Company will depend on the ability of the InvestmentManager to successfully implement the investment policy of the Companyand on broader market conditions. There can be no assurance that theInvestment Manager will be successful or that the Investment Manager willbe able to invest the Company’s assets on attractive terms, generate anyinvestment returns for its investors or avoid investment losses.

Investment strategies The success of the Company will depend on theInvestment Manager’s ability to identify attractive investments and to realisethem in accordance with the Company’s investment objectives. Any factorthat would make it more difficult to buy or sell investments may have anadverse effect on the Company’s investment performance. No assurancecan be given that the Company will be able to invest its capital on attractiveterms or to generate returns for Shareholders or that the strategies to beused will be successful under all or any market conditions.

The performance of the Company’s investment programme depends to agreat extent on correct assessments of the future course of pricemovements of securities and other investments selected by theInvestment Manager. There can be no assurance that the InvestmentManager will accurately predict these price movements. With respect to theinvestment strategies utilised by the Investment Manager, there is alwayssome, and occasionally a significant, degree of market risk.

Third-party service providers The Company has no employees and theDirectors have all been appointed on a non-executive basis. Whilst theCompany has taken all reasonable steps to establish and maintainadequate procedures, systems and controls to enable it to comply withits obligations, the Company is reliant upon the performance of third-partyservice providers for its executive function. In particular, the InvestmentManager, the AIFM, Registrar and the Depositary will be performingservices which are integral to the operation of the Company. Failure by anyservice provider to carry out its obligations to the Company in accordancewith the terms of its appointment could have a materially detrimental impacton the operation of the Company.

D.3 Key risks specific tothe shares

Investment risk Market conditions, or significant changes thereto, mayadversely impact the Company’s ability to pursue its investment objectivesand policies successfully and the market price of the New JPM ElectShares may fluctuate significantly. Potential investors should not regard aninvestment in the New JPM Elect Shares as a short-term investment.Investors may not recover an amount equal to the initial value of the NewJPM Elect Shares, or any amount at all.

The market price of the New JPM Elect Shares may fluctuate significantlyand Shareholders may not be able to sell their New JPM Elect Shares at orabove the value at which they acquired them. Factors that may cause theprice of the New JPM Elect Shares to vary include: changes in theCompany’s financial performance and prospects or in the financialperformance and prospects of companies within the Portfolio or thosewhich are engaged in businesses that are similar to the Company’sbusiness; the termination of the Investment Management Agreement or thedeparture of some or all of the Investment Manager’s investmentprofessionals; changes in laws or regulations, or new interpretations orapplications of laws and regulations that are applicable to the Company’sbusiness or to the companies in which the Company makes investments;sales of JPM Elect Shares by Shareholders; general economic trends andother external factors, including those resulting from war, incidents ofterrorism or responses to such events; poor performance in any of theInvestment Manager’s other activities or any event that affects theInvestment Manager’s reputation; and speculation in the press orinvestment community regarding the Company’s business or investmentsor factors or events that may directly or indirectly affect the Company’sbusiness or investments.

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Liquidity Broad market fluctuations may adversely affect the trading priceof the New JPM Elect Shares. Furthermore, investors should be aware thata liquid secondary market in the New JPM Elect Shares cannot be assured.

Market liquidity in the shares of investment companies is frequently lessthan that of shares issued by larger companies traded on the London StockExchange. There can be no guarantee that a liquid market in the New JPMElect Shares will exist. Accordingly, Shareholders may be unable to realisetheir New JPM Elect Shares at the quoted market price (or at the prevailingNAV per JPM Elect Share), or at all.

The London Stock Exchange has the right to suspend or limit trading in acompany’s securities. Any suspension or limitation on trading in the NewJPM Elect Shares may affect the ability of Shareholders to realise theirinvestment.

Share price performance and target distributions As with anyinvestment, the price of the New JPM Elect Shares may fall in value withthe maximum loss on such investments being equal to the value of the initialinvestment and, where relevant, any gains or subsequent investmentsmade.

The Company’s target distributions in respect of the New JPM Elect Sharesare based on assumptions which the Board and the Investment Managerconsider reasonable. However, there is no assurance that all or anyassumptions will be justified, and distributions may be correspondinglyreduced. In particular, there is no assurance that the Company will achieveits stated policy on distributions (which for the avoidance of doubt aretargets only and are not commitments or profit forecasts).

In particular, the Company will only pay dividends on the New JPM ElectShares to the extent that it has profits available for that purpose from therelevant Pool. A reduction of income from the investments in a Pool mayadversely affect the dividend payable to Shareholders in that Pool. Such areduction could arise, for example, from lower dividends or rates of interestpaid on investments.

The market values of any debt investments in the Managed Income Poolcould be adversely affected by a change in market sentiment or a generalrise in interest rates. Certain investments of the Company may have a fixedlife and, as they mature, it may be difficult to identify replacementinvestments having similar financial characteristics.

Discount The New JPM Elect Shares may trade at a discount to NAV andShareholders may be unable to realise their investments through thesecondary market at NAV.

The New JPM Elect Shares may trade at a discount to NAV for a variety ofreasons, including market conditions or the performance of the Company.While the Board may seek to mitigate any discount to NAV at which the NewJPM Elect Shares may trade through the use of discount managementmechanisms, there can be no guarantee that it will do so or that suchmechanisms will be successful and the Board accepts no responsibility forany failure of any such strategy to effect a reduction in any discount.

Risks relating to the Managed Cash

Certain additional risks for the Managed Cash Shares arise in relation to theinvestment of the Managed Cash Pool in JSMRF.

Hedging risk

Any measures that JSMRF takes that are designed to offset specific riskscould work imperfectly, might not be feasible at times, or could failcompletely. JSMRF can use hedging within its portfolio to mitigate currency,duration, market or credit risk, and, with respect to any designated shareclasses of JSMRF, to hedge either the currency exposure or the effectiveduration of the share class. Hedging involves costs, which may reduceinvestment performance.

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Reverse repurchase transactions risk

The counterparty of reverse repurchase transactions may fail to meet itsobligations which could result in losses to JSMRF. The default of acounterparty with which cash has been placed, together with any fall invalue of the collateral received below that of the value of the cash lent, mayresult in a loss to JSMRF and may restrict JSMRF’s ability to fund securitypurchases or redemption requests.

MBS / ABS risk

MBS and ABS depend on the cash flows from a specified pool of financialassets and are subject to greater credit, liquidity and interest rate risk andmay be more volatile than other bonds. MBS / ABS prices and yieldstypically reflect the assumption that they will be paid off before maturity.When interest rates fall, these securities are often paid off early, as theborrowers of the underlying debt refinance at lower interest rates(prepayment risk). Subsequently JSMRF may have to reinvest in lower-yielding securities. When interest rates rise, the underlying debt tends to berepaid later than expected, and can therefore increase the duration, andhence the volatility, of these securities.

Credit risk

A bond will generally lose value if the issuer’s financial health deteriorates,or appears likely to. An issuer could go into default (become unwilling orunable to make payments on their bonds), which often will make the bondilliquid or worthless.

Currency risk

Movements or changes in currency exchange rates could adversely affectthe value of JSMRF’s securities and the price of the shares in JSMRF heldby the Managed Cash Pool. Exchange rates can change rapidly andunpredictably for a number of reasons including changes in interest rates orin exchange control regulations.

Liquidity risk

Certain securities, especially those that trade infrequently or oncomparatively small markets, may be hard to buy or sell at a desired timeand price, particularly in respect of larger transaction sizes. In extrememarket situations, there may be few willing buyers and the investmentscannot be readily sold at the desired time or price, and JSMRF may have toaccept a lower price to sell the investments or may not be able to sell theinvestments at all. Trading in particular securities or other instruments maybe suspended or restricted by the relevant exchange or by a governmentalor supervisory authority and JSMRF may incur a loss as a result. An inabilityto sell a portfolio position can adversely affect JSMRF’s value or preventJSMRF from being able to take advantage of other investmentopportunities.

Risks relating to the UK’s proposed exit from the European Union

On 23 June 2016, the UK voted to leave the European Union, which isreferred to as “Brexit”. On 29 March 2017, the UK exercised Article 50 of theTreaty on European Union, which gives a member state the right to withdrawfrom the EU. The UK is due to leave the EU by 31 October 2019.

Brexit could adversely affect UK, European and worldwide economic andmarket conditions and could contribute to instability in global financial andforeign exchange markets, including volatility in the value of sterling and theeuro.

Brexit could also adversely affect the regulatory and tax regime to which theCompany is currently subject and may have a material impact upon the fundmanagement industry.

Any of these effects of Brexit, and others that the Directors cannot anticipateat this stage given the political and economic uncertainty surrounding thenature of the United Kingdom’s future relationship with the European Union,could adversely affect the Company’s business, investments and financialcondition and the market value or liquidity of the New JPM Elect Shares.

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Section E – Offer


Disclosure

E.1 Net proceeds andexpenses

There is no associated cash fundraising in connection with the Scheme. Oncompletion of the Scheme, assuming that all Eligible El Oro Shareholdersare eligible to, and elect to, receive New JPM Elect Shares in respect of alltheir El Oro Shares, had the Issue occurred on the Latest Practicable Date,the Company’s net assets would have increased by a minimum of£42.7 million.

In the event that the value of assets represented by the interests of EligibleEl Oro Shareholders electing to roll their El Oro Shares into the Company isless than £40 million then the Issue Premium will be set at 1.0 per cent. Inthe event that the value of such assets exceeds or equals £40 million thenthe Issue Premium will reduce on a straight line basis such that if the valueof such assets equals £50 million or more the Issue Premium will be set at0.65 per cent.

The costs of the Company’s participation in the Scheme will be met, in thefirst instance, by the Issue Premium at which the New JPM Elect Shares willbe issued. To the extent that the Issue Premium does not cover these costs,JPMF has agreed to meet any such shortfall.

To the extent that the Issue Premium relating to a class of JPM Elect Sharesamounts to more than the costs of the Scheme borne by that class, suchsurplus will accrue to the benefit of the holders of shares in that class. Forthese purposes, the costs of the Scheme borne by the Company will beallocated to each class of JPM Elect Shares in proportion to the value of theassets to be transferred to each Pool pursuant to the Scheme. As a result ofthese arrangements, the Scheme is not expected to result in any decreasein the NAV per share of any of the Company’s share classes.

Transaction taxes, stamp duty/stamp duty reserve tax (if any) payable onthe transfer of assets pursuant to the Scheme to the Company shall beborne by the Company.

JPMF has also agreed to meet the Company’s costs incurred in relation tothe Scheme in the event that the Company ceases to be a rollover option forthe El Oro Shareholders.

E.2a Use of proceeds The New JPM Elect Shares are being issued in connection with theScheme.

Under the terms of the Scheme, El Oro will be wound up on or around20 June 2019 by means of a members’ voluntary liquidation pursuant to ascheme of reconstruction and Eligible El Oro Shareholders will have theopportunity (subject to the passing of the El Oro Scheme Resolutions) torealise all or part of their investment in El Oro Shares as cash and/or to rollover all or part of their investment in El Oro Shares into any combination ofNew JPM Elect Shares.

To the extent that an Eligible El Oro Shareholder does not make a validElection in respect of all or part of their holding of El Oro Shares, they will bedeemed to have elected for Managed Income Shares for that proportion oftheir holding of El Oro Shares.

It is intended that, subject to the passing of the El Oro Scheme Resolutions,the Rollover Fund will be transferred to the Company in connection with theScheme pursuant to the Transfer Agreement.

Under the terms of the Scheme, Eligible El Oro Shareholders who make avalid election for New JPM Elect Shares will receive:

* Managed Growth Shares issued at a price equivalent to NAV perManaged Growth Share plus the Issue Premium;

* Managed Income Shares issued at a price equivalent to NAV perManaged Income Share plus the Issue Premium; and/or

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* Managed Cash Shares issued at a price equivalent to NAV perManaged Cash Share plus the Issue Premium.

The Company’s assets on completion of the Scheme will continue to bemanaged in accordance with the Company’s existing investment objectivesand policies.

The Company’s costs in connection with the Scheme will not be borne byexisting Shareholders. As a result, and to the extent that New JPM ElectShares are issued under the Scheme, the Board considers thatShareholders should benefit from the spreading of fixed costs over awider asset base, and a correspondingly lower Ongoing Charges Ratio, andpotentially greater liquidity in each class of Shares in which New JPM ElectShares are issued.

E.3 Terms andconditions of theIssue

The Issue relates solely to the Scheme.

Eligible El Oro Shareholders who participate in the Scheme and make validelections for the Managed Cash Shares Option, Managed Growth SharesOption, and/or the Managed Income Shares Option will be issued New JPMElect Shares at the Issue Price.

The New JPM Elect Shares are denominated in Sterling. The Issue is notbeing underwritten.

The maximum number of New JPM Elect Shares which may be issued bythe Company pursuant to the Issue is up to 8,000,000 Managed GrowthShares, up to 55,000,000 Managed Income Shares and up to 55,000,000Managed Cash Shares. These figures are based on the assumption that allEl Oro Shareholders are eligible to participate in the Scheme and elect toroll into the same class of JPM Elect Shares and do not make Elections toreceive cash. Investors should not take the foregoing maximum numbers ofNew JPM Elect Shares as being indicative of the actual number of NewJPM Elect Shares that will be issued pursuant to the Issue.

Conditions of theIssue

The Issue is conditional, among other things, upon:

* the passing of all the necessary El Oro Scheme Resolutions to beproposed at the El Oro Scheme Meeting (or any adjournment thereof)and all conditions to such El Oro Scheme Resolutions (excluding anycondition relating to the passing of any other El Oro SchemeResolution) being fulfilled;

* the El Oro Directors not resolving to abandon the Scheme; and

* the FCA having agreed to admit, the New JPM Elect Shares to beissued pursuant to the Scheme to the premium segment of theOfficial List and the London Stock Exchange having agreed to admitsuch New JPM Elect Shares to trading on the main market for listedsecurities of the London Stock Exchange.

If the Company ceases to be a rollover option for Eligible El OroShareholders the Issue will not proceed.

Certain El Oro Shareholders which, together, represent approximately55.4 per cent. of the voting share capital of El Oro, have undertaken to votein favour of the El Oro Scheme Resolutions and have undertaken to elect forNew JPM Elect Shares under the Scheme in respect of 27,560,643 El OroShares in aggregate, representing approximately 43.6 per cent. of theissued share capital of El Oro. These undertakings are conditional upon theScheme not lapsing and expire on 30 June 2019.

E.4 Material interests Not applicable. No interest is material to the Issue.

E.5 Name of personselling Securities/ lockup agreements

Not applicable. There are no lock-up provisions in place.

E.6 Dilution The Issue is not being made on a pre-emptive basis. Therefore, to theextent existing Shareholders are not also Eligible El Oro Shareholders whomake an election to roll over their investment in El Oro Shares into the New

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JPM Elect Shares, their percentage holding of JPM Elect Shares will bediluted following Admission. In the case that the maximum number of NewJPM Elect Shares are issued pursuant to the Issue, Shareholders holdingswould be diluted by approximately 10.9 per cent. on Admission.

E.7 Expenses charged tothe Investor

The costs of the Company’s participation in the Scheme will be met, in thefirst instance, by the Issue Premium at which the New JPM Elect Shares willbe issued. To the extent that the Issue Premium does not cover these costs,JPMF has agreed to meet any such shortfall.

To the extent that the Issue Premium relating to a class of JPM Elect Sharesamounts to more than the costs of the Scheme borne by that class, suchsurplus will accrue to the benefit of the holders of shares in that class. Forthese purposes, the costs of the Scheme borne by the Company will beallocated to each class of JPM Elect Shares in proportion to the value of theassets to be transferred to each Pool pursuant to the Scheme. As a result ofthese arrangements, the Scheme is not expected to result in any decreasein the NAV per share of any of the Company’s share classes.

Transaction taxes, stamp duty/stamp duty reserve tax (if any) payable onthe transfer of assets pursuant to the Scheme to the Company shall beborne by the Company.

JPMF has also agreed to meet the Company’s costs incurred in relation tothe Scheme in the event that the Company ceases to be a rollover option forthe El Oro Shareholders.

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RISK FACTORS

Investment in the Company carries a high degree of risk, including but not limited to therisks in relation to the Company and the JPM Elect Shares referred to below. If any of therisks referred to in this Prospectus were to occur, the financial position and prospects ofthe Company could be materially and adversely affected. If that were to occur, the tradingprice of the JPM Elect Shares and/or their Net Asset Value and/or the level of dividends ordistributions (if any) received from the JPM Elect Shares could decline significantly andinvestors could lose all or part of their investment.

Investors should note that the risks relating to the Company, its industry and the JPM ElectShares summarised in the section of this Prospectus headed “Summary” are the risks thatthe Board believes to be the most essential to an assessment by an investor of whether toconsider an investment in the New JPM Elect Shares. However, as the risks which theCompany faces relate to events and depend on circumstances that may or may not occur inthe future, investors should consider not only the information on the key risks summarisedin the section of this document headed “Summary” but also, among other things, the risksand uncertainties described below.

The risks referred to below are the risks which are considered to be material but are notthe only risks relating to the Company and the New JPM Elect Shares. There may beadditional material risks that the Company and the Board do not currently consider to bematerial or of which the Company and the Board are not currently aware. Potential investorsshould review this Prospectus carefully and in its entirety and consult with theirprofessional advisers before acquiring any New JPM Elect Shares.

RISKS RELATING TO THE COMPANY AND ITS INVESTMENT STRATEGYInvestment objectivesThe investment objectives of the Company are targets only and should not be treated as anassurance or guarantee of performance. There is no assurance that any appreciation in the value ofthe New JPM Elect Shares will occur or that the investment objectives of the Company will beachieved. The value of investments and the income derived therefrom may fall as well as rise andinvestors may not recoup the original amount invested in the Company.

The success of the Company will depend on the ability of the Investment Manager to successfullyimplement the investment policy of the Company and on broader market conditions as discussed inthis “Risk Factors” section. There can be no assurance that the Investment Manager will besuccessful or that the Investment Manager will be able to invest the Company’s assets on attractiveterms, generate any investment returns for its investors or avoid investment losses.

Investment strategiesThe success of the Company will depend on the Investment Manager’s ability to identify attractiveinvestments and to realise them in accordance with the Company’s investment objectives. Anyfactor that would make it more difficult to buy or sell investments may have an adverse effect on theCompany’s investment performance. No assurance can be given that the Company will be able toinvest its capital on attractive terms or to generate returns for Shareholders or that the strategies tobe used will be successful under all or any market conditions.

The performance of the Company’s investment programme depends to a great extent on correctassessments of the future course of price movements of securities and other investments selectedby the Investment Manager. There can be no assurance that the Investment Manager will accuratelypredict these price movements. With respect to the investment strategies utilised by the InvestmentManager, there is always some, and occasionally a significant, degree of market risk.

Third-party service providersThe Company has no employees and the Directors have all been appointed on a non-executivebasis. Whilst the Company has taken all reasonable steps to establish and maintain adequateprocedures, systems and controls to enable it to comply with its obligations, the Company is reliantupon the performance of third-party service providers for its executive function. In particular, theInvestment Manager, the AIFM, the Registrar and the Depositary will be performing services which

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are integral to the operation of the Company. Failure by any service provider to carry out itsobligations to the Company in accordance with the terms of its appointment could have a materiallydetrimental impact on the operation of the Company.

RISKS RELATING TO THE NEW JPM ELECT SHARESInvestment riskMarket conditions, or significant changes thereto, may adversely impact the Company’s ability topursue its investment objectives and policies successfully and the market price of the New JPMElect Shares may fluctuate significantly. Potential investors should not regard an investment in theNew JPM Elect Shares as a short-term investment. Investors may not recover an amount equal tothe initial value of the New JPM Elect Shares, or any amount at all.

The market price of the New JPM Elect Shares may fluctuate significantly and Shareholders maynot be able to sell their New JPM Elect Shares at or above the value at which they acquired them.Factors that may cause the price of the New JPM Elect Shares to vary include: changes in theCompany’s financial performance and prospects or in the financial performance and prospects ofcompanies within the Portfolio or those which are engaged in businesses that are similar to theCompany’s business; the termination of the Investment Management Agreement or the departure ofsome or all of the Investment Manager’s investment professionals; changes in laws or regulations,or new interpretations or applications of laws and regulations that are applicable to the Company’sbusiness or to the companies in which the Company makes investments; sales of JPM ElectShares by Shareholders; general economic trends and other external factors, including thoseresulting from war, incidents of terrorism or responses to such events; poor performance in any ofthe Investment Manager’s other activities or any event that affects the Investment Manager’sreputation; and speculation in the press or investment community regarding the Company’s businessor investments or factors or events that may directly or indirectly affect the Company’s business orinvestments.

LiquidityBroad market fluctuations may adversely affect the trading price of the New JPM Elect Shares.Furthermore, investors should be aware that a liquid secondary market in the New JPM ElectShares cannot be assured.

Market liquidity in the shares of investment companies is frequently less than that of shares issuedby larger companies traded on the London Stock Exchange. There can be no guarantee that aliquid market in the New JPM Elect Shares will exist. Accordingly, Shareholders may be unable torealise their New JPM Elect Shares at the quoted market price (or at the prevailing NAV per JPMElect Share), or at all.

The London Stock Exchange has the right to suspend or limit trading in a company’s securities. Anysuspension or limitation on trading in the New JPM Elect Shares may affect the ability ofShareholders to realise their investment.

Share price performance and target distributionsAs with any investment, the price of the New JPM Elect Shares may fall in value with the maximumloss on such investments being equal to the value of the initial investment and, where relevant, anygains or subsequent investments made.

The Company’s target distributions in respect of the New JPM Elect Shares are based onassumptions which the Board and the Investment Manager consider reasonable. However, there isno assurance that all or any assumptions will be justified, and distributions may be correspondinglyreduced. In particular, there is no assurance that the Company will achieve its stated policy ondistributions (which for the avoidance of doubt are targets only and are not commitments or profitforecasts).

In particular, the Company will only pay dividends on the New JPM Elect Shares to the extent thatit has profits available for that purpose from the relevant Pool. A reduction of income from theinvestments in a Pool may adversely affect the dividend payable to Shareholders in that Pool. Sucha reduction could arise, for example, from lower dividends or rates of interest paid on investments.

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The market values of any debt investments in the Managed Income Pool could be adverselyaffected by a change in market sentiment or a general rise in interest rates. Certain investments ofthe Company may have a fixed life and, as they mature, it may be difficult to identify replacementinvestments having similar financial characteristics.

DiscountThe New JPM Elect Shares may trade at a discount to NAV and Shareholders may be unable torealise their investments through the secondary market at NAV.

The New JPM Elect Shares may trade at a discount to NAV for a variety of reasons, includingmarket conditions or the performance of the Company. While the Board may seek to mitigate anydiscount to NAV at which the New JPM Elect Shares may trade through the discount managementmechanisms summarised in Part 1 of this Prospectus, there can be no guarantee that it will do soor that such mechanisms will be successful and the Board accepts no responsibility for any failureof any such strategy to effect a reduction in any discount.

Conversion period riskIf investors choose to convert any of their New JPM Elect Shares in accordance with the provisionsof the Articles of the Company a summary of which is included at Part 7 of this Prospectus, theyshould bear in mind that entitlements upon conversion are calculated by reference to the conversionratio as described in the Articles of the Company. Due to market movements, it is highly likely thatsuch ratio will change in the period between submission of elections to convert and the actualcalculation of entitlement to the new JPM Elect Shares resulting from the conversion.

Currency riskIf an investor’s currency of reference is not Sterling, currency fluctuations between the investor’scurrency of reference and the base currency of the Company may adversely affect the value of aninvestment in the Company.

RISKS RELATING TO THE INVESTMENT MANAGERDependence upon key individuals and generally upon management of the Investment ManagerThe ability of the Company to achieve its investment objectives depends to a high degree on themanagerial experience of the Investment Manager in respect of the Company and more generallyon its ability to attract and retain suitable directors and employees. The loss of any of thesedirectors and/or employees could reduce the Company’s ability to achieve its investment objectives.There is no assurance that the existing directors and employees of the Investment Manager will beretained.

The Board will monitor the performance of the Investment Manager, but the performance of theInvestment Manager in this role, or that of any replacement, cannot be guaranteed. The pastinvestment performance of the Investment Manager cannot be construed as an indication of thefuture performance of an investment in the Company.

Potential conflicts of interestThe Investment Manager undertakes investment management services on behalf of multiple clients,which include both funds and managed accounts. These investment management services may onoccasion give rise to conflicts of interest with the Company and may have a material adverse effecton the Company’s business, financial condition, results of operations, NAV and the market price ofthe New JPM Elect Shares.

In particular, the Investment Manager may provide investment management services to other fundsand accounts which have similar investment objectives and/or policies to that of the Company andmay receive ad valorem and/or performance-related fees for doing so. The Investment Manager maygive advice or take action with respect to such other clients that differs from the advice given oractions taken with respect to the Company. As a result, the Investment Manager may have conflictsof interest in allocating investments among the Company and other clients and in effectingtransactions between the Company and other clients.

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The Investment Manager has undertaken to take all reasonable steps to avoid conflicts of interestarising, however if such conflicts of interest cannot be avoided the Investment Manager shall takeall reasonable steps to identify, manage, monitor and (where applicable) disclose the conflicts ofinterest in order to prevent them from adversely affecting the interests of the Company andShareholders, and will ensure that the Company is treated fairly.

There can be no assurance that the Investment Manager will resolve all conflicts of interest in amanner that is favourable to the Company.

RISKS RELATING TO THE PORTFOLIOCredit, liquidity and interest rate risksThe Managed Income Pool may invest in fixed interest securities (often known as bonds) or infunds which themselves invest in such securities. Bonds are subject to credit, liquidity and interestrate risks. Adverse changes in the financial position of an issuer of a bond or in general economicconditions may impair the ability of the issuer to make payments of principal and/or interest or maycause the liquidation or insolvency of an issuer. There can be no assurance as to the levels ofdefault and/or recoveries that may be experienced with respect to the bonds held in the ManagedIncome Pool. The market value of bonds will be affected by general changes in interest rates andeconomic conditions. When interest rates decline, the value of bonds can be expected to rise and,when interest rates rise, the value of those investments can be expected to decline.

To the extent that the Managed Income Pool invests in bonds which are assessed by the creditagencies as being ‘high yield’ (or ‘non-investment grade’), the Managed Income Pool may realise ahigher current yield than the yield offered by investment grade securities. Investment in suchsecurities involves a greater volatility of price and a greater probability of default by the issuers ofsuch securities with consequent loss of interest payment and principal. Non-investment grade bondswill have, in the judgment of a rating agency, uncertainties of risk exposures to adverse conditionsand are speculative with respect to an issuer’s capacity to meet interest payments and repayprincipal in accordance with the terms of its obligations.

Risks associated with borrowingsThe Company does not have any structural gearing and the Board does not intend to use long-termborrowings. Overdraft facilities may be used for short-term working capital requirements. TheManaged Income Share class has the ability to use short term gearing to increase potential returnsto shareholders and, otherwise, the Board does not intend to utilise borrowings to increase thefunds available for investment.

The New JPM Elect Shares will be indirectly geared because some of the investments comprisingthe Portfolio are themselves geared by bank borrowings or other long-term debt. The NAV per JPMElect Share, which is a factor in determining the market value of the New JPM Elect Shares, will belinked to the underlying investment performance of such investments. Accordingly, Shareholders arelikely, to an exaggerated extent, to suffer from any under-performance of the assets of suchinvestments compared to the cost of any borrowings or the prior capital entitlements of otherclasses of share as the market value of their New JPM Elect Shares may rise accordingly, butconversely will benefit from any performance above such cost. The Board intends to monitor closelysuch indirect gearing.

Market riskPrices of securities change continually and can fall based on a wide variety of factors affectingfinancial markets generally or individual sectors.

Exchange controls and withholding taxThe Company may from time to time purchase investments that will subject the Company toexchange controls or withholding taxes in various jurisdictions. In the event that exchange controlsor withholding taxes are imposed with respect to any of the investments comprising the Portfolio,the effect will generally be to reduce the income received by the Company on such investments.

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Exchange risksThe Managed Growth Pool will and the Managed Income Pool may invest in certain funds andinvestment trusts which themselves invest overseas. The investments of these funds and investmenttrusts (the underlying overseas investments) will typically be denominated in currencies other thansterling. Exchange rate movements may cause the sterling value of the underlying overseasinvestments to rise or fall independently of their local currency values. In particular, it is possible foran underlying overseas investment to appreciate in local currency terms but to decline in sterlingvalue. Certain of the Company’s proposed investments distribute income in currencies other thansterling and the value to the Company of such income may decline or appreciate in sterling terms.

SPECIFIC RISKS RELATING TO MANAGED CASH POOL INVESTMENT IN JSMRFHedging riskAny measures that JSMRF takes that are designed to offset specific risks could work imperfectly,might not be feasible at times, or could fail completely. JSMRF can use hedging within its portfolioto mitigate currency, duration, market or credit risk, and, with respect to any designated shareclasses of JSMRF, to hedge either the currency exposure or the effective duration of the shareclass. Hedging involves costs, which may reduce investment performance.

Reverse repurchase transactions riskThe counterparty of reverse repurchase transactions may fail to meet its obligations which couldresult in losses to JSMRF. The default of a counterparty with which cash has been placed, togetherwith any fall in value of the collateral received below that of the value of the cash lent, may result ina loss to JSMRF and may restrict JSMRF’s ability to fund security purchases or redemptionrequests.

Debt securities riskAll debt securities (bonds) including those issued or guaranteed by governments and their agenciescarry credit risk and interest rate risk. When interest rates rise, bond prices tend to fall. This risk isgreater the longer the maturity or duration of the bond.

MBS / ABS riskMBS and ABS depend on the cash flows from a specified pool of financial assets and are subjectto greater credit, liquidity and interest rate risk and may be more volatile than other bonds. MBS /ABS prices and yields typically reflect the assumption that they will be paid off before maturity.When interest rates fall, these securities are often paid off early, as the borrowers of the underlyingdebt refinance at lower interest rates (prepayment risk). Subsequently JSMRF may have to reinvestin lower-yielding securities. When interest rates rise, the underlying debt tends to be repaid laterthan expected, and can therefore increase the duration, and hence the volatility, of these securities.In addition, investments in MBS / ABS may be less liquid than other bonds. To-be-announcedsecurities, which are MBS or ABS that are purchased sight unseen 48 hours before they areissued, can fall in value between the time JSMRF commits to the purchase and the time of delivery.

Credit riskA bond will generally lose value if the issuer’s financial health deteriorates, or appears likely to. Anissuer could go into default (become unwilling or unable to make payments on their bonds), whichoften will make the bond illiquid or worthless.

Currency riskMovements or changes in currency exchange rates could adversely affect the value of JSMRF’ssecurities and the price of the shares in JSMRF held by the Managed Cash Pool. Exchange ratescan change rapidly and unpredictably for a number of reasons including changes in interest rates orin exchange control regulations.

Liquidity riskCertain securities, especially those that trade infrequently or on comparatively small markets, maybe hard to buy or sell at a desired time and price, particularly in respect of larger transaction sizes.

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In extreme market situations, there may be few willing buyers and the investments cannot be readilysold at the desired time or price, and JSMRF may have to accept a lower price to sell theinvestments or may not be able to sell the investments at all. Trading in particular securities or otherinstruments may be suspended or restricted by the relevant exchange or by a governmental orsupervisory authority and JSMRF may incur a loss as a result. An inability to sell a portfolio positioncan adversely affect JSMRF’s value or prevent JSMRF from being able to take advantage of otherinvestment opportunities. Liquidity risk also includes the risk that JSMRF will not be able to payredemption proceeds within the allowable time period because of unusual market conditions, anunusually high volume of redemption requests, or other uncontrollable factors. To meet redemptionrequests, JSMRF may be forced to sell investments at an unfavourable time. Investment in debtsecurities, small and mid-capitalisation stocks and emerging market issuers will be especiallysubject to the risk that during certain periods, the liquidity of particular issuers or industries, or allsecurities within a particular investment category, will shrink or disappear suddenly and withoutwarning as a result of adverse economic, market or political events, or adverse investor perceptionswhether or not accurate.

RISKS RELATING TO REGULATION AND TAXATIONRisks relating to the UK’s proposed exit from the European UnionOn 23 June 2016, the UK voted to leave the European Union, which is referred to as “Brexit”. On29 March 2017, the UK exercised Article 50 of the Treaty on European Union, which gives amember state the right to withdraw from the EU. The UK is due to leave the EU by 31 October2019. On 14 November 2018, Prime Minister Theresa May formally announced that a draftagreement had been reached with the EU on the UK’s withdrawal from the EU and published apolitical declaration alongside it setting out the framework for the future relationship between the UKand the EU. The withdrawal agreement has not been ratified by Parliament. As a result, UK willneed to continue negotiations with the remaining EU member states regarding the terms of the UK’swithdrawal from, and the framework for any future relationship(s) with, the remaining member states.There is a risk that the UK will withdraw from the EU without a deal, which is likely to adverselyimpact many aspects of the UK economy, and will result in legislative and regulatory change.

The continued politcal uncertainty in the UK and any eventual Brexit could adversely affect UK,European and worldwide economic and market conditions and could contribute to instability inglobal financial and foreign exchange markets, including volatility in the value of sterling and theeuro.

Brexit could also adversely affect the regulatory and tax regime to which the Company is currentlysubject and may have a material impact upon the fund management industry.

Any of these effects of Brexit, and others that the Directors cannot anticipate at this stage given thepolitical and economic uncertainty surrounding the nature of the United Kingdom’s future relationshipwith the European Union, could adversely affect the Company’s business, investments and financialcondition and the market value or liquidity of the New JPM Elect Shares.

Market regulationChanges in UK, European, US and other governments’ policies towards regulation of the underlyinginvestments to which the Company is exposed may affect the value of the securities in which theCompany invests.

AIFM DirectiveThe AIFM Directive has been transposed in the UK by the UK AIFM Directive Rules. The AIFMDirective imposes a regime for EU managers of AIFs and in respect of marketing of AIFs in the EU.The AIFM Directive requires that EU alternative investment fund managers of AIFs are authorisedand regulated as such.

The Company is an AIF within the scope of the AIFM Directive and the UK AIFM Directive Rules.The Company operates as an externally managed AIF, with the AIFM acting as the Company’salternative investment fund manager.

The laws and regulations affecting the Company and the AIFM are evolving and any changes insuch laws and regulations may have an adverse effect on the ability of the Company and/or theAIFM to carry on their respective businesses. Any such change may have an adverse effect on the

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ability of the Company to pursue its investment policies and achieve its investment objectives,adversely affect the Company’s business, financial condition, results of operations, NAV and/or themarket price of the JPM Elect Shares. In such event, the investment returns of the Company maybe materially affected.

The AIFM is subject to, and will be required to comply with, certain regulatory requirements of theFCA, some of which affect the management of the Company. As an FCA authorised AIFM, theAIFM must comply with various organisational, operational and transparency obligations. Incomplying with these obligations the Company and the AIFM may be required to provide additionalor different information to or update information given to investors, the Company may be required toappoint or replace external service providers and changes to the Company’s investment policy maybe necessary.

If the AIFM does not or cannot maintain its authorisation under the AIFM Directive, the operation ofthe Company and any marketing of its shares to investors in the EU may be prohibited or the abilityto market shares in the Company may be impaired. This may adversely impact the Company’sability to raise further capital and manage and/or add to the Company’s portfolio in future. As aresult it may be necessary for the Company to appoint an alternative manager with the requiredauthorisation to replace the AIFM as the Company’s alternative investment fund manager.

The ability of the Company or AIFM to market shares in the Company in EU member states willdepend on how the relevant EU member state has implemented the AIFM Directive as well as theCompany’s and the AIFM’s willingness to comply with the EU member states’ AIFM Directivederived marketing requirements and any other requirements of the EU member state. Suchrequirements may restrict the Company’s ability to raise additional capital from the offer or placingof shares in one or more EU member state.

Changes in laws or regulationsThe Company is subject to laws and regulations enacted by national and local governments. Inparticular, the Company is subject to, and will be required to comply with, certain legal andregulatory requirements that are applicable to investment trusts. The Company is also subject to thecontinuing obligations imposed by the FCA on all investment companies whose shares are listed onthe premium segment of the Official List.

For regulatory, tax and other purposes, the Company and the New JPM Elect Shares maypotentially be treated in different ways in different jurisdictions. For instance, in certain jurisdictionsand for certain purposes, the New JPM Elect Shares may be treated as akin to holding units in acollective investment scheme, which may have an adverse effect on the taxation of Shareholders insuch jurisdictions. Furthermore, in certain jurisdictions, the treatment of the Company and/or theNew JPM Elect Shares may be uncertain or subject to change, or it may differ depending on theavailability of certain information or disclosure by the Company of that information. While it willcontinue to comply with all regulatory requirements placed upon it, the Company may beconstrained from disclosing, or may find it unduly onerous to disclose, any or all of such informationor to prepare or disclose such information in a form or manner which satisfies the regulatory, tax orother authorities in certain overseas jurisdictions. Failure to disclose or make available information inthe prescribed manner or format, or at all, may adversely impact the Portfolio investments in thosejurisdictions, and therefore the price of the JPM Elect Shares.

Changes to taxation legislationAny change in the Company’s tax status, or in taxation legislation or practice in the UK orelsewhere, could affect the value of the investments comprising the Portfolio and the Company’sability to achieve its investment objectives, or alter the post-tax returns to Shareholders. Statementsin this Prospectus concerning the taxation of the Company and taxation of Shareholders are basedupon current UK tax law and published practice, any aspect of which is in principle subject tochange (possibly with retrospective effect) that could adversely affect the ability of the Company tosuccessfully pursue its investment policies and/or which could adversely affect the taxation of theCompany and the Shareholders.

It is the intention of the Directors to continue to conduct the affairs of the Company so as to satisfythe conditions for approval of the Company by HMRC as an investment trust under Chapter 4,Part 24 of the Corporation Tax Act 2010 and pursuant to regulations made under section 1159 ofthe Corporation Tax Act 2010. However, neither the AIFM nor the Directors can guarantee that this

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approval will be maintained. Breach of the investment trust conditions could lead to the Companybeing subject to UK tax on its capital gains.

Investors should consult their tax advisers with respect to their particular tax situations and the taxeffects of an investment in the Company.

Exchange controls and withholding taxThe Company may from time to time purchase investments that will subject the Company toexchange controls or withholding taxes in various jurisdictions. In the event that exchange controlsor withholding taxes are imposed with respect to any of the investments comprising the Portfolio,the effect will generally be to reduce the income received by the Company from such investments.Any reduction in the income received by the Company may lead to a reduction in the dividends, ifany, paid by the Company.

United States Tax Withholding and Reporting under the Foreign Account Tax Compliance Act(FATCA)Sections 1471 to 1474 of the Internal Revenue Code, an agreement entered into pursuant to suchsections of the Internal Revenue Code, an intergovernmental agreement entered into in furtheranceof such sections of the Internal Revenue Code, or non-US laws implementing such as anintergovernmental agreement (collectively FATCA) impose certain information reporting requirementson a foreign financial institution (FFI) or other non-US entity and, in certain cases, US federalwithholding tax on certain US source payments and gross proceeds from a sale of assetsgenerating US source payments. Due to the fact that the Company is likely to be treated as adeemed-compliant FFI, any payments made to the Company are generally exempt from FATCAwithholding and information reporting under applicable exemptions contained within FATCA.However, an FFI may be required to withhold US tax at the rate of 30 per cent. on “foreignpassthru payments” made after 31 December 2018 (at the earliest) to persons that are notcompliant with FATCA or that do not provide the necessary information or documents, to the extentsuch payments are treated as attributable to certain US source payments. The Company istherefore potentially subject to the “foreign passthru payment” rules.

There can be no assurance that any payments in respect of the New JPM Elect Shares will not besubject to withholding under FATCA. To the extent such withholding applies, the Company is notrequired to pay any additional amounts. Accordingly, all prospective US and non-US Shareholdersshould consult their own tax advisors about the effect of FATCA on an investment in the New JPMElect Shares.

Common Reporting StandardThe Common Reporting Standard has been implemented in the European Union through theRevised Directive on Administrative Co-operation (Council Directive 2014/107/EU). The UnitedKingdom is a signatory jurisdiction to the Common Reporting Standard and exchanges informationwith tax authorities of other signatory jurisdictions. The Common Reporting Standard has beenimplemented in the United Kingdom and guidance on the requirements has been published. Therequirements may impose additional burdens and costs on the Company or Shareholders. Althoughthe Company will attempt to satisfy any obligations imposed on it by the Common ReportingStandard, no assurance can be given that it will be able to satisfy such obligations. Implementationof the Common Reporting Standard may require the Company to conduct additional due diligenceand report upon accounts held with it by Shareholders who are reportable persons in otherparticipating jurisdictions. The Company may require certain additional financial information fromShareholders to comply with its diligence and reporting obligations under the Common ReportingStandard. Failure by the Company to comply with the obligations under the Common ReportingStandard may result in fines being imposed on the Company and in such event, the target returnsof the Company may be materially affected.

US Investment Company ActThe Company has not been and does not intend to become registered with the SEC as an“investment company” under the US Investment Company Act and related rules which providecertain protections to investors and impose certain restrictions on companies that are registered asinvestment companies. However, if the Company were to become subject to the US InvestmentCompany Act because of a change of law or otherwise, the various restrictions imposed by the US

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Investment Company Act, and the substantial costs and burdens of compliance therewith, couldadversely affect the operating results and financial performance of the Company. Moreover, partiesto a contract with an entity that has improperly failed to register as an investment company underthe US Investment Company Act may be entitled to cancel or otherwise void their contracts with theunregistered entity and shareholders in that entity may be entitled to withdraw their investment. Inorder to ensure compliance with exemptions that permit the Company to avoid being required toregister as an investment company under the US Investment Company Act and related rules, theCompany has implemented restrictions on the ownership and transfer of JPM Elect Shares, whichmay materially affect an investor’s ability to hold or transfer New JPM Elect Shares and may incertain circumstances require the investor to transfer or sell its New JPM Elect Shares.

RISK RELATING TO THE SCHEMENo guarantee that the Scheme or the Issue will be implementedThe implementation of the Scheme is subject to a number of conditions and there is no certaintythat the Scheme will be implemented. In particular, the implementation of the Scheme and the Issueis conditional, among other things, upon the El Oro Scheme Resolutions being passed at the ElOro Scheme Meeting (or at any adjournment thereof) and all conditions to the El Oro SchemeResolutions being fulfilled (excluding any condition relating to the passing of any other El OroScheme Resolution). In the event that any of the El Oro Scheme Resolutions is not passed or anyother condition of the Scheme is not met, the Scheme will not be implemented. If the Proposals arenot approved or if the Scheme does not become unconditional, the Winding-up Resolution will, inany event, be put to El Oro Shareholders at the El Oro Scheme Meeting.

IF INVESTORS ARE IN ANY DOUBT AS TO THE CONSEQUENCES OF THEIR ACQUIRING,HOLDING OR DISPOSING OF NEW JPM ELECT SHARES, THEY SHOULD CONSULT THEIRSTOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENTFINANCIAL ADVISER.

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IMPORTANT INFORMATION

This Prospectus has been approved by the FCA as a Prospectus which may be used to offersecurities to the public for the purposes of section 73A FSMA and the Prospectus Directive. Noarrangement has, however, been made with the competent authority in any other EEA State (or anyother jurisdiction) for the use of this Prospectus as an approved prospectus in such jurisdiction andaccordingly no public offer is to be made in such jurisdictions. This Prospectus does not constitutean offer to sell, or the solicitation of an offer to subscribe for or buy, New JPM Elect Shares in anyjurisdiction in which such offer or solicitation is unlawful. The issue or circulation of this Prospectusmay be prohibited in some countries.

This Prospectus should be read in its entirety before Eligible El Oro Shareholders make anydecision as to whether or not (and to what extent) they wish to make an election for New JPMElect Shares under the Scheme. In assessing an investment in the Company, investors should relyonly on the information in this Prospectus and any supplementary prospectus published by theCompany prior to Admission. No person has been authorised to give any information or make anyrepresentations other than those contained in this Prospectus and such supplementary prospectusand, if given or made, such information or representations must not be relied on as having beenauthorised by the Company, the Board, the Investment Manager or Winterflood and any of theirrespective affiliates, directors, officers, employees or agents or any other person.

Without prejudice to any obligation of the Company to publish a supplementary prospectus, neitherthe delivery of this Prospectus nor any issue of New JPM Elect Shares made pursuant to thisProspectus shall, under any circumstances, create any implication that there has been no change inthe affairs of the Company since, or that the information contained herein is correct at any timesubsequent to, the date of this Prospectus.

Apart from the liabilities and responsibilities (if any) which may be imposed on Winterflood by FSMAor the regulatory regime established thereunder, Winterflood does not make any representation orwarranty, express or implied, nor accepts any responsibility whatsoever for the contents of thisProspectus including its accuracy, completeness or verification or for any other statement made orpurported to be made by it or on its behalf in connection with the Company, the InvestmentManager, the New JPM Elect Shares, the Scheme or the Issue. Winterflood (and its affiliates,directors, officers or employees) accordingly disclaims all and any liability (save for any statutoryliability) whether arising in tort or contract or otherwise which it might otherwise have in respect ofthis Prospectus or any such statement.

Winterflood and its affiliates may have engaged in transactions with, and provided variousinvestment banking, financial advisory and other services for, the Company or the InvestmentManager for which they would have received fees. Winterflood and its affiliates may provide suchservices to the Company, the Investment Manager, or any of their respective affiliates in the future.

Investment considerationsAn investment in the Company is suitable only for investors who are capable of evaluating the risksand merits of such investment, who understand the potential risk of capital loss, for whom aninvestment in the New JPM Elect Shares constitutes part of a diversified investment portfolio, whofully understand and are willing to assume the risks involved in investing in the Company and whohave sufficient resources to bear any loss (which may be equal to the whole amount invested)which might result from such investment. Typical investors in the Company are expected to beinstitutional and sophisticated investors, investment professionals, high net worth bodies corporate,unincorporated associations, partnerships and trustees of high value trusts and private clients (someof whom may invest through brokers). Investors may wish to consult their stockbroker, bankmanager, solicitor, accountant or other independent financial adviser before deciding whether or not(and to what extent) they wish to make an election for New JPM Elect Shares under the Scheme.

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The contents of this Prospectus or any other communications from the Company, the InvestmentManager or Winterflood and any of their respective affiliates, directors, officers, employees or agentsare not to be construed as advice relating to legal, financial, taxation, investment or any othermatters. Investors should inform themselves as to:

* the legal requirements within their own countries for the purchase, holding, conversion transferor other disposal of the New JPM Elect Shares;

* any foreign exchange restrictions applicable to the purchase, holding, conversion transfer orother disposal of the New JPM Elect Shares which they might encounter; and

* the income and other tax consequences which may apply in their own countries as a result ofthe purchase, holding, conversion transfer or other disposal of the New JPM Elect Shares.

Investors must rely upon their own representatives, including their own legal advisers andaccountants, as to legal, tax, investment or any other related matters concerning the Company andan investment therein.

An investment in the Company should be regarded as a long-term investment. There can be noassurance that the Company’s investment objectives will be achieved. It should be remembered thatthe price of securities and the income from them can go down as well as up.

All Shareholders are entitled to the benefit of, are bound by and are deemed to have notice of theprovisions of the Articles, which investors should review. A summary of the Articles can be found inPart 7 of this Prospectus.

Forward-looking statementsThis Prospectus includes statements that are, or may be deemed to be, “forward-lookingstatements”. These forward-looking statements can be identified by the use of forward-lookingterminology, including the terms “believes”, “estimates”, “anticipates”, “forecasts”, “projects”,“expects”, “intends”, “may”, “will” or “should” or, in each case, their negative or other variations orcomparable terminology. These forward-looking statements include all matters that are not historicalfacts.

All forward-looking statements address matters that involve risks and uncertainties and are notguarantees of future performance. Accordingly, there are or will be important factors that couldcause the Company’s actual results of operations, performance or achievement or industry results todiffer materially from those indicated in these statements. These factors include, but are not limitedto, those described in the part of this Prospectus entitled “Risk Factors”, which should be read inconjunction with the other cautionary statements that are included in this Prospectus.

Any forward-looking statements in this Prospectus reflect the Company’s current views with respectto future events and are subject to these and other risks, uncertainties and assumptions relating tothe Company’s operations, results of operations, growth strategy and liquidity.

Given these uncertainties, prospective investors are cautioned not to place any undue reliance onsuch forward-looking statements.

These forward-looking statements apply only as of the date of this Prospectus. Subject to anyobligations under the Listing Rules, the Disclosure Guidance and Transparency Rules and theProspectus Rules, the Company undertakes no obligation publicly to update or review any forward-looking statement whether as a result of new information, future developments or otherwise.Prospective investors should specifically consider the factors identified in this Prospectus whichcould cause actual results to differ before making an investment decision.

Nothing in the preceding paragraphs should be taken as limiting or seeking to qualify the workingcapital statement in Part 7 of this Prospectus.

No incorporation of websiteThe contents of the JPMorgan Asset Management website at http://am.jpmorgan.co.uk/investment-trusts/trusts/elect-jpm-it.aspx do not form part of this Prospectus. Prospective investors should basetheir decision to invest in the Company on the contents of this Prospectus alone and anysupplementary prospectus published by the Company prior to Admission, and should consult theirprofessional advisers prior to deciding how to make any election under the Scheme.

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Market, economic and industry dataMarket, economic and industry data used throughout this Prospectus is derived from variousindustry and other independent sources. The Company confirms that such data has been accuratelyreproduced and, so far as it is aware and able to ascertain from information published from suchsources, no facts have been omitted which would render the reproduced information inaccurate ormisleading.

For the attention of US investorsThe New JPM Elect Shares have not been and will not be registered under the US Securities Actor with any securities regulatory authority of any state or other jurisdiction of the United States andmay not be offered, sold, exercised, resold, transferred or delivered, directly or indirectly, in or intothe United States or to or for the account or benefit of any US Person absent: (i) registration underthe US Securities Act; or (ii) an available exemption from registration under the US Securities Act.In addition, the Company has not been, and will not be, registered under the US InvestmentCompany Act. Accordingly, New JPM Elect Shares are being offered and issued to investors whoare not US Persons or persons acquiring for the account or benefit of US Persons outside theUnited States in “offshore transactions” within the meaning of and in reliance on Regulation S. TheCompany reserves the right, in its absolute discretion, to refuse to permit a transfer of interests inthe Company and to require compulsory transfer of interests in the Company and intends toexercise this discretion as the Company determines to be necessary for purposes of compliancewith the US Securities Act, the US Investment Company Act and other US legislation.

New JPM Elect Shares may not be acquired by investors subject to Title I of ERISA, or to theprohibited transaction provisions of section 4975 of the Internal Revenue Code, or by others holdingthe assets of such investors as defined in section 3(42) of ERISA and applicable regulations.

The New JPM Elect Shares have not been approved or disapproved by the SEC or any statesecurities commission, nor has any such regulatory authority passed upon or endorsed the merits ofthis offering or the accuracy or adequacy of this Prospectus. Any representation to the contrary isunlawful.

Regulatory informationThis Prospectus does not constitute an offer to sell, or the solicitation of an offer to subscribe for orbuy New JPM Elect Shares in any jurisdiction in which such offer or solicitation is unlawful. Theissue and/or circulation of this Prospectus may be prohibited in some countries.

Information to distributorsSolely for the purposes of the product governance requirements contained within: (a) EU Directive2014/65/EU on markets in financial instruments, as amended (MiFID II); (b) Articles 9 and 10 ofCommission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementingmeasures (together, the MiFID II Product Governance Requirements), and disclaiming all andany liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for thepurposes of the MiFID II Product Governance Requirements) may otherwise have with respectthereto, the New JPM Elect Shares have been subject to a product approval process, which hasdetermined that the New JPM Elect Shares are: (i) compatible with an end target market of retailinvestors and investors who meet the criteria of professional clients and eligible counterparties, eachas defined in MiFID II; and (ii) eligible for distribution through all distribution channels as arepermitted by MiFID II (the Target Market Assessment). Notwithstanding the Target MarketAssessment, distributors should note that: the price of the New JPM Elect Shares may decline andinvestors could lose all or part of their investment; the New JPM Elect Shares offer no guaranteedincome and no capital protection; and an investment in the New JPM Elect Shares is compatibleonly with investors who do not need a guaranteed income or capital protection, who (either alone orin conjunction with an appropriate financial or other adviser) are capable of evaluating the meritsand risks of such an investment and who have sufficient resources to be able to bear any lossesthat may result therefrom. The Target Market Assessment is without prejudice to the requirements ofany contractual, legal or regulatory selling restrictions in relation to the Issue. Furthermore, it isnoted that, notwithstanding the Target Market Assessment, Winterflood will only procure investorswho meet the criteria of professional clients and eligible counterparties.

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For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessmentof suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to anyinvestor or group of investors to invest in, or purchase, or take any other action whatsoever withrespect to the New JPM Elect Shares. Each distributor is responsible for undertaking its own targetmarket assessment in respect of the New JPM Elect Shares and determining appropriatedistribution channels.

DefinitionsA list of defined terms used in this Prospectus is set out on pages 99 to 107 of this Prospectus.

Governing lawUnless otherwise stated, statements made in this Prospectus are based on the law and practicecurrently in force in England and Wales, and the United States (where relevant) and are subject tochanges therein.

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EXPECTED TIMETABLE

Publication of this Prospectus 24 May 2019

Publication of the El Oro Scheme Circular 24 May 2019

El Oro Scheme Meeting 12 noon on 20 June 2019

Result of Scheme announced 20 June 2019

Scheme Effective Date 21 June 2019

Admission and unconditional dealings in New JPM ElectShares commence

24 June 2019

Crediting of CREST stock accounts in respect of the New JPMElect Shares

24 June 2019

Share certificates in respect of the New JPM Elect Sharesdispatched

week commencing 1 July 2019

Each of the times and/or dates in the expected timetable may (where permitted by law) beextended or brought forward without further notice (including by reason of an extension inaccordance with the terms of the Scheme). If any of the above times and/or dates change, therevised time(s) and/or date(s) will be notified by an announcement through a Regulatory InformationService. All references to times in this document are to London time.

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ISSUE STATISTICS

Number of existing Managed Growth Shares in issue as at thedate of this Prospectus

37,985,673

Number of existing Managed Income Shares in issue as at thedate of this Prospectus

78,518,126

Number of existing Managed Cash Shares in issue as at thedate of this Prospectus

6,829,154

Issue Price per new Managed Growth Share NAV per Managed Growth Share plusthe Issue Premium

Issue Price per new Managed Income Share NAV per Managed Income Share plusthe Issue Premium

Issue Price per new Managed Cash Share NAV per Managed Cash Share plusthe Issue Premium

Maximum number of new Managed Growth Shares to beissued

8,000,000

Maximum number of new Managed Income Shares to beissued

55,000,000

Maximum number of new Managed Cash Shares to be issued 55,000,000

DEALING CODES

Legal Entity Identifier 549300FIUYKKL39ILD07

Managed Growth Shares – ISIN GB0008528142

Managed Growth Shares – SEDOL 0852814

Managed Growth Shares – Ticker JPE

Managed Income Shares – ISIN GB0034080217

Managed Income Shares – SEDOL 3408021

Managed Income Shares – Ticker JPEI

Managed Cash Shares – ISIN GB0034080092

Managed Cash Shares – SEDOL 3408009

Managed Cash Shares – Ticker JPEC

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DIRECTORS, INVESTMENT MANAGER AND ADVISERS

Directors Alan Hodson (Chairman)James RobinsonCarla StentKarl SternbergRupert Dickinson

Registered Office of theCompany

60 Victoria EmbankmentLondon EC4Y 0JP

Investment Manager JPMorgan Asset Management (UK) Limited60 Victoria EmbankmentLondon EC4Y 0JP

AIFM JPMorgan Funds Limited3 Lochside ViewEdinburgh ParkEdinburghEH12 9DH

Depositary BNY Mellon Trust & Depositary (UK) LimitedBNY Mellon Centre160 Queen Victoria StreetLondon EC4V 4LA

Custodian J.P. Morgan Chase Bank, National Association, London Branch25 Bank StreetCanary WharfLondon E14 5JP

Company Secretary JPMorgan Funds Limited3 Lochside ViewEdinburgh ParkEdinburgh EH12 9DH

Sponsor and Financial Adviser Winterflood Securities LimitedThe Atrium BuildingCannon Bridge House25 Dowgate HillLondon EC4R 2GA

Legal Advisers to the Companyas to English law

Norton Rose Fulbright LLP3 More London RiversideLondon SE1 2AQ

Legal Advisers to the Companyas to Guernsey law

Carey Olsen (Guernsey) LLPPO Box 98Carey HouseLes BanquesSt Peter PortGuernsey GY1 4BZ

Reporting Accountant PricewaterhouseCoopers LLP1 Embankment PlaceLondon WC2N 6RH

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Auditor Ernst & Young LLPChartered Accountants and Statutory Auditor1 More London PlaceLondon SE1 2AF

Registrar and Receiving Agent Equiniti LimitedAspect HouseSpencer RoadLancingWest Sussex BN99 6DA

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PART 1

THE COMPANY

IntroductionThe Company is a closed-ended investment company incorporated in England and Wales on16 September 1999 with registered number 3845060. The Company intends to carry on itsbusiness at all times so that it qualifies for approval as an investment trust in accordance withsection 1158 of the Corporation Tax Act 2010 (as amended). The registered address of theCompany is 60 Victoria Embankment, London, EC4Y 0JP. The Company’s Legal Entity Identifier(LEI) is 549300FIUYKKL39ILD07.

Each class of JPM Elect Shares has a premium listing on the London Stock Exchange. In seekingto achieve its investment objectives, JPMorgan Elect employs JPMorgan Funds Limited which, inturn, delegates portfolio management to JPMorgan Asset Management (UK) Limited to manage itsassets actively.

JPMorgan Elect has three share classes, Managed Growth Shares, Managed Income Shares andManaged Cash Shares, each with distinct investment policies, objectives and underlying investmentportfolios. Each share class is listed separately and traded on the London Stock Exchange.

As at the Latest Practicable Date, the unaudited value of the Managed Growth Pool wasapproximately £267.2 million, the NAV per Managed Growth Share (unaudited) was 854.9p and themarket capitalisation of the Managed Growth Shares was approximately £258.6 million.

As at the Latest Practicable Date, the unaudited value of the Managed Income Pool wasapproximately £74.1 million, the NAV per Managed Income Share (unaudited) was 109.7p and themarket capitalisation of the Managed Income Shares was approximately £72.6 million.

As at the Latest Practicable Date, the unaudited value of the Managed Cash Pool wasapproximately £7.0 million, the NAV per Managed Cash Share (unaudited) was 102.8p and themarket capitalisation of the Managed Cash Shares was approximately £6.9 million.

The ProposalsUnder the terms of the Scheme, El Oro will be wound up on or around 20 June 2019 by means ofa members’ voluntary liquidation pursuant to a scheme of reconstruction which will be in a formsimilar to a reconstruction under section 110 of the UK Insolvency Act 1986 (as amended). EligibleEl Oro Shareholders will have the opportunity (subject to the passing of the El Oro SchemeResolutions) to realise all or part of their investment in El Oro Shares as cash and/or to roll over allor part of their investment in El Oro Shares into any combination of New JPM Elect Shares.

At a general meeting and class meetings of the Company held on 15 February 2019, theCompany’s Shareholders approved the issue of the New JPM Elect Shares in connection with theScheme.

Subject to the passing of the El Oro Scheme Resolutions, the Rollover Fund will be transferred tothe Company in connection with the Scheme pursuant to the Transfer Agreement.

Under the terms of the Scheme, Eligible El Oro Shareholders who make a valid election for NewJPM Elect Shares will receive:

* Managed Growth Shares issued at a price equivalent to NAV per Managed Growth Share plusthe Issue Premium;

* Managed Income Shares issued at a price equivalent to NAV per Managed Income Share plusthe Issue Premium; and/or

* Managed Cash Shares issued at a price equivalent to NAV per Managed Cash Share plus theIssue Premium.

To the extent that an Eligible El Oro Shareholder does not make a valid Election in respect of all orpart of their holding of El Oro Shares, they will be deemed to have elected for Managed IncomeShares for that proportion of their holding of El Oro Shares.

In the event that the value of assets represented by the interests of Eligible El Oro Shareholderselecting to roll their El Oro Shares into the Company is less than £40 million then the Issue

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Premium will be set at 1.0 per cent. In the event that the value of such assets exceeds or equals£40 million then the Issue Premium will reduce on a straight line basis such that if the value ofsuch assets equals £50 million or more the Issue Premium will be set at 0.65 per cent.

The New JPM Elect Shares will be issued in consideration for the transfer of part of the investmentundertaking of El Oro which will then be invested in accordance with the investment policy of therelevant Pool. El Oro currently invests, amongst other things, in a portfolio of equities (both listedand unlisted) and real estate. In advance of the Scheme becoming effective, it is expected that ElOro will have, to the extent practicable, realised or realigned its investments in accordance with theScheme and the Elections made or deemed to have been made thereunder. It is expected thatNew JPM Elect Shares will only be issued pursuant to the Scheme in return for cash (or cashequivalents or other liquid securities). The Company will not receive in specie transfers of assetsfrom El Oro.

The Company’s assets on completion of the Scheme will continue to be managed in accordancewith the Company’s stated investment objectives and policies.

The New JPM Elect Shares will rank pari passu with existing JPM Elect Shares, including fordividends (excluding for the avoidance of doubt the dividend declared on 9 May 2019 and due tobe paid on 21 June 2019). In addition, it should be noted that by issuing the New JPM ElectShares pursuant to the Scheme the retained revenue reserves associated with the JPM ElectShares will, on a per share basis, be diluted. The extent of any dilution cannot be determined atthis stage and will depend on various factors, including the number of Eligible El Oro Shareholdersrolling their interests in El Oro Shares into the Company as well as the share classes into whichthese investors elect to roll.

Rationale for Proposals and Reasons for the IssueEl Oro is a Guernsey incorporated investment company listed on the Official List of the TISE whichhad net assets of approximately £42.7 million as at the Latest Practicable Date. The portfolio ofassets being transferred to the Company pursuant to the Scheme will be comprised of only theseliquid assets. Any illiquid assets held by El Oro on the Transfer Date will be transferred to theliquidators of El Oro to be realised over time, the proceeds of which will be distributed to all El OroShareholders on El Oro’s register of shareholders at the Record Date.

After consideration by the El Oro Board of a wide range of options for the future direction of thatcompany, the El Oro Board has agreed to provide a rollover option for El Oro Shareholders.

The Board and the Investment Manager regularly review the options available for increasing the sizeof the Company and in this regard have determined that the Company be available to EligibleEl Oro Shareholders seeking a rollover in connection with the Scheme.

The Company’s costs in connection with the Scheme will not be borne by existing Shareholders. Asa result, and to the extent that New JPM Elect Shares are issued under the Scheme, the Boardconsiders that Shareholders should benefit from the spreading of fixed costs over a wider assetbase, and a correspondingly lower Ongoing Charges Ratio, and potentially greater liquidity in eachclass of Shares in which New JPM Elect Shares are issued.

Conditions of the IssueThe Issue is conditional, among other things, upon:

(i) the passing of all the necessary El Oro Scheme Resolutions to be proposed at the El OroScheme Meeting (or any adjournment thereof) and all conditions to such El Oro SchemeResolutions (excluding any condition relating to the passing of any other El Oro SchemeResolution) being fulfilled;

(ii) the El Oro Directors not resolving to abandon the Scheme; and

(iii) the FCA having agreed to admit, the New JPM Elect Shares to be issued pursuant to theScheme to the premium segment of the Official List and the London Stock Exchange havingagreed to admit such New JPM Elect Shares to trading on the main market for listedsecurities of the London Stock Exchange.

If the Company ceases to be a rollover option for Eligible El Oro Shareholders the Issue will notproceed.

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Certain El Oro Shareholders which, together, represent approximately 55.4 per cent. of the votingshare capital of El Oro, have undertaken to vote in favour of the El Oro Scheme Resolutions andhave undertaken to elect for New JPM Elect Shares under the Scheme in respect of 27,560,643 ElOro Shares in aggregate, representing approximately 43.6 per cent. of the issued share capital of ElOro. These undertakings are conditional upon the Scheme not lapsing and expire on 30 June 2019.

Investment objectives and policiesInvestment objective – Managed GrowthThe objective of the Managed Growth portfolio is to achieve long term capital growth from investingin a range of investment trusts and open-ended funds managed principally by JPMAM.

Investment objective – Managed IncomeThe objective of the Managed Income portfolio is to achieve a growing income return with potentialfor long term capital growth by investing primarily in UK equities.

Investment objective – Managed CashThe investment objective of the Managed Cash portfolio is to achieve a return in excess of sterlingmoney markets by investing primarily in GBP denominated short-term debt securities.

Investment policy – Managed GrowthIn order to achieve its stated investment policy and to seek to manage investment risks, theManaged Growth portfolio is invested in a diversified range of investment trusts and open-endedfunds, which themselves invest in the UK and overseas. The number of investments in the portfoliowill normally range between 30 and 50.

Investment Restrictions and Guidelines* No more than 10 per cent. of the value of the portfolio’s gross assets will be invested in any

single investment.

* The portfolio does not invest more than 10 per cent. of its gross assets in any company thatitself may invest more than 15 per cent. of its gross assets in UK listed investment companies.

* An investment in any open-ended fund will not exceed 25 per cent. of the market capital ofthe investee fund.

* Investments in third party managed funds will not normally exceed 40 per cent. of theportfolio’s gross assets.

* Board permission has been granted for the limited use of futures for tactical asset allocationpurposes. Other than this, the portfolio will not normally invest in derivative instruments – priorapproval is required from the Board if such an investment is desired. Investments inderivatives will only be made for the purposes of efficient portfolio management.

* The Board does not intend to utilise borrowings to increase the funds available for investmentfor the Managed Growth Share class. The Board monitors closely the level of indirect gearingthrough the underlying investments.

* The underlying portfolio should be invested 95-120 per cent.

All of the above limits will be tested at the time of making, or adding to, the relevant investment.

Investment policy – Managed IncomeIn order to achieve its stated investment policy and to seek to manage investment risks, theManaged Income portfolio is invested in a diversified portfolio of UK equities and may invest ininvestment companies and open-ended funds. The number of investments in the portfolio willnormally range between 50 and 80.

Investment Restrictions and Guidelines* No more than 10 per cent. of the value of the portfolio’s gross assets will be invested in any

single investment.

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* The portfolio does not invest more than 10 per cent. of its gross assets in any company thatitself may invest more than 15 per cent. of its gross assets in UK listed investment companies.

* The investment managers may write options within parameters set by the Board. Priorapproval is required from the Board for investment in all other derivative instruments. Boardpermission has been granted for the limited use of futures for tactical asset allocationpurposes. Investments in derivatives will only be made for the purposes of efficient portfoliomanagement.

* The Managed Income Share class has the ability to use short term gearing to increasepotential returns to shareholders. Its policy is to operate within a gearing range of 15 per cent.net cash to 12.5 per cent. geared.

All of the above limits will be tested at the time of making, or adding to, the relevant investment.

Investment policy – Managed CashA change in the investment policy of the Managed Cash Shares was approved by the FCA inJanuary 2019 and the Managed Cash Shareholders in February 2019. Following such approvals, inorder to achieve its stated investment objective and seek to manage investment risks, the Companywill invest all or substantially all of the assets of the Managed Cash share class in JSMRF, anexisting UCITS fund launched on 22 August 2016, or any successor vehicle of JSMRF. Theinvestment policy of JSMRF is to invest primarily in GBP denominated short-term debt securities.

The Company, through its investment in JSMRF, will maintain a diversified portfolio of investments.In particular, the Company will adhere to the following restrictions calculated as a percentage of thegross assets of JSMRF attributable to the Company, as at the time of investment:

* maximum of 35 per cent. in any one issuer of transferable securities and money marketinstruments issued or guaranteed by a sovereign nation, any EU public local authority, or anypublic international body to which one or more EU Member States belongs;

* maximum of 25 per cent. in any one issuer of bonds issued by an EU credit institution;

* maximum of 10 per cent. in any one issuer of other transferable securities and money marketinstruments; and

* maximum of 20 per cent. in any one Undertakings for Collective Investments in TransferableSecurities (UCITS) fund or Undertakings for Collective Investments (UCI) fund (excluding theinvestment in JSMRF).

The Company does not intend to utilise borrowings to increase the funds available for investmentfor the Managed Cash Share Class.

In the event that JSMRF changes its investment policy, the Directors will take appropriate action toamend the Managed Cash investment policy or will consider removing the assets of the ManagedCash portfolio from JSMRF so that the Company is not in breach of any applicable regulation.

Monitoring of ComplianceCompliance with the Board’s investment restrictions and guidelines for all three portfolios ismonitored continuously by the AIFM and is reported to the Board on a monthly basis.

The IssueThe Issue relates solely to the Scheme. It is expected that the Scheme will be implemented inaccordance with the expected timetable set out on page 32 of this Prospectus.


The maximum number of New JPM Elect Shares which may be issued by the Company pursuantto the Issue is up to 8,000,000 Managed Growth Shares, up to 55,000,000 Managed IncomeShares and up to 55,000,000 Managed Cash Shares. These figures are based on the assumptionthat all El Oro Shareholders are eligible to participate in the Scheme and elect to roll into the sameclass of JPM Elect Shares and do not make Elections to receive cash. Investors should not takethe foregoing maximum numbers of New JPM Elect Shares as being indicative of the actual numberof New JPM Elect Shares that will be issued pursuant to the Issue.

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Eligible El Oro Shareholders who participate in the Scheme and make valid Elections for New JPMElect Shares will be issued New JPM Elect Shares at the applicable Issue Price.


On completion of the Scheme, assuming that all El Oro Shareholders are Eligible El OroShareholders and elect to receive New JPM Elect Shares in respect of all their El Oro Shares, hadthe Issue occurred on the Latest Practicable Date, the Company’s net assets would have increasedby a minimum of £42.7 million.

Further details of the Scheme and the Transfer Agreement are set out in Part 7 of this Prospectusand in the El Oro Scheme Circular.

DistributionsThe Company will only pay dividends on the JPM Elect Shares to the extent that it has profitsavailable for that purpose from the relevant Pool. A reduction of income from the investments in aPool may adversely affect the dividend payable to Shareholders in that Pool. Such a reduction couldarise, for example, from lower dividends or rates of interest paid on investments.

The market values of any debt investments in the Managed Income Pool could be adverselyaffected by a change in market sentiment or a general rise in interest rates. Certain investments ofthe Company may have a fixed life and, as they mature, it may be difficult to identify replacementinvestments having similar financial characteristics.

Discount controlThe Board has for several years operated share issue and repurchase programmes which seek toaddress imbalances in supply and demand of the Company’s shares within the market and therebyseek to reduce the volatility and absolute level of the discount/premium to NAV per JPM ElectShare at which the JPM Elect Shares trade.

While the Board does not believe that it is appropriate to introduce a hard discount target, it isintended that the Company will use its buyback authority in the event that the JPM Elect Sharestrade at a meaningful and sustained discount to NAV. In assessing the level of discount at which tobuy back JPM Elect Shares, the Board will have regard to the Company’s absolute level ofdiscount, overall market conditions, prevailing discounts in comparable investment trusts or sectorsand the views of its Shareholders.

Repurchases of sharesJPM Elect Shares will only be repurchased at a price which, after repurchase costs, represents adiscount to the NAV per JPM Elect Share. Repurchased JPM Elect Shares will be cancelled or mayalternatively be held in treasury. JPM Elect Shares may only be reissued from treasury at a pricewhich, after issue costs, is not less than the NAV per JPM Elect Share at the relevant time.

All JPM Elect Share repurchases will be conducted in accordance with the Listing Rules applicablefrom time to time and will be announced to the market on the same day or by 7:00 a.m. on thefollowing business day.

The exercise by the Directors of the Company’s powers to repurchase JPM Elect Shares and thetiming and structure of any such purchases is entirely discretionary and no expectation or relianceshould be placed on the Directors exercising such discretion.

A Shareholder resolution was passed at the Company’s 2018 AGM granting the Board generalauthority to make market purchases of Managed Cash Shares, Managed Growth Shares andManaged Income Shares up to 14.99 per cent. of the issued share capital of the relevant class atthe date of that resolution, such authority to expire at the conclusion of the Company’s AGM in2019 or on the date immediately preceding the date which is 18 months after the passing of suchresolution, whichever is earlier.

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Further issues of sharesShareholder resolutions were passed at the Company’s 2018 AGM disapplying pre-emption rightsand granting the Board general authority to allot further Managed Cash Shares, Managed IncomeShares and Managed Growth Shares representing, in each case, approximately 10 per cent. of theshares of that class in issue at 8 November 2018.

In addition, Shareholder resolutions were passed at a general meeting and class meetings of theCompany held on 15 February 2019 granting the Board authority to issue the New JPM ElectShares and dis-apply pre-emption rights in respect of the issue of such New JPM Elect Sharespursuant to the Scheme.

Except where authorised by Shareholders, no Managed Income Shares, Managed Cash Shares orManaged Growth Shares will be issued at a price which is less than the NAV per JPM Elect Shareat the time of their issue unless they are first offered pro rata to Shareholders on a pre emptivebasis.

Fees and expensesFees and expenses in connection with the Issue and SchemeThe costs of the Company’s participation in the Scheme will be met, in the first instance, by theIssue Premium at which the New JPM Elect Shares will be issued. To the extent that the IssuePremium does not cover these costs, JPMF has agreed to meet any such shortfall.

To the extent that the Issue Premium relating to a class of JPM Elect Shares amounts to more thanthe costs of the Scheme borne by that class, such surplus will accrue to the benefit of the holdersof shares in that class. For these purposes, the costs of the Scheme borne by the Company will beallocated to each class of JPM Elect Shares in proportion to the value of the assets to betransferred to each Pool pursuant to the Scheme. As a result of these arrangements, the Scheme isnot expected to result in any decrease in the NAV per share of any of the Company’s shareclasses.

Transaction taxes, stamp duty/stamp duty reserve tax (if any) payable on the transfer of assetspursuant to the Scheme to the Company shall be borne by the Company.

JPMF has also agreed to meet the Company’s costs incurred in relation to the Scheme in the eventthat the Company ceases to be a rollover option for the El Oro Shareholders.

Ongoing fees and expensesThe Investment Manager is entitled to a management fee payable by the Company. Please seePart 3 of this Prospectus for further details on the management fee.

In addition, the Company will pay the administration and custody fees of the Company and all otherfees and expenses incurred in the operation of its business including expenses of registrars, legal,auditing and other professional services, the cost of listing the New JPM Elect Shares, the costs ofDirectors’ insurance, and the fees and out-of-pocket expenses of the Directors.

Calculation and publication of NAV per JPM Elect ShareThe valuation function is performed by the AIFM. The valuation function is performed independentlyfrom the portfolio management function.

The Company’s business is investing in financial assets with a view to profiting from their totalreturn in the form of income and capital growth. This portfolio of financial assets is managed and itsperformance evaluated on a fair value basis, in accordance with a documented investment strategyand information is provided internally on that basis to the Board.

Accordingly, upon initial recognition the investments are designated by the Company as ‘held at fairvalue through profit or loss’. They are included initially at fair value which is taken to be their cost,excluding expenses incidental to purchase which are written off in the capital column of the incomestatement at the time of acquisition. Subsequently the investments are valued at fair value, whichare quoted bid prices for investments traded in active markets.

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For investments which are not traded in active markets, unlisted and restricted investments, theAIFM takes into account the latest traded prices, other observable market data and asset valuesbased on the latest management accounts.

The NAV per JPM Elect Share for each share class is published daily via the London StockExchange. The market price is shown daily in the Financial Times, The Times, The Daily Telegraph,The Scotsman and on the Company’s internet site at www.jpmelect.co.uk, where the JPM ElectShare prices are updated every fifteen minutes during trading hours.

TaxationInformation on the UK tax treatment of the JPM Elect Shares is set out in Part 5 of this Prospectus.

Information on the UK tax implications of the Scheme is set out in the El Oro Scheme Circular.

Any investor who is in any doubt as to his or her tax position or who is subject to tax in ajurisdiction other than the United Kingdom should consult an appropriate professional adviser.

Risk factorsThe Company’s business depends on many factors, and investors are advised to read the whole ofthis Prospectus and in particular the section headed “Risk factors” on pages 19 to 27 of thisProspectus.

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PART 2

THE INVESTMENT OPPORTUNITY, INVESTMENT CASE AND PORTFOLIO

The Investment Manager, whose registered office appears on page 34 of this Prospectus, acceptsresponsibility for the information and opinions contained under this Part 2 (“The InvestmentOpportunity, Investment Case and Portfolio”) of this Prospectus and any other information or opinionrelated to or attributed to it. To the best of the knowledge of the Investment Manager, which hastaken all reasonable care to ensure that such is the case, the information or opinions contained inthis Prospectus related to or attributed to it are in accordance with the facts and does not omitanything likely to affect the import of such information.

1 Investment opportunityManaged GrowthManaged Growth aims to provide investors with long-term capital growth from investing in a rangeof investment trusts and open-ended funds managed principally by JPMorgan Asset Management. Itis managed by Katy Thorneycroft, a Managing Director working in the Multi-Asset Solutions teamwithin the Investment Manager.

The portfolio is constructed to reflect investment themes generated from three main sources:

* Fund Selection

The Investment Manager looks to invest with fund managers that are able to consistentlyoutperform their own benchmarks. These managers are selected through a quantitative reviewof historical performance and the underlying investment process, combined with qualitativeanalysis augmented by regular meetings with the managers of underlying funds.

* Regional Asset Allocation

Fund holdings reflect the Investment Manager’s intermediate term views of the relativeattractiveness of investible regions and asset classes. These views are derived from a thrice-yearly meeting of senior portfolio managers and strategists within the Multi-Asset-Solutionsteam who set the global asset allocation views for JPMorgan Asset Management as a whole.

* Discount Movements

Buying investment trust holdings at a discount can provide an additional source of returnshould the discount then tighten. Historical analysis of individual holdings and sector discountsare reviewed regularly both to highlight potential investment opportunities when a favouredinvestment trust is trading at a wide discount and to identify selling opportunities should aninvestment trust holding be trading at a discount the Investment Manager considers to beunsustainable.

As at the Latest Practicable Date, the performance of the Managed Growth Shares has been asfollows:

1 Year 3 Years 5 Years

Share Price 0.83% 47.36% 65.27%NAV 0.77% 48.59% 65.88%Benchmark 1.62% 44.98% 56.78%

Source: Morningstar/JPMorgan Asset Management. The Managed Growth portfolio’s benchmark is a composite comprising 50 percent. FTSE All-Share Index and 50 per cent. FTSE World Index (ex-UK) (all total return). Returns are based on Cum Income NAVs.

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The table below sets out the yearly performance of the Managed Growth Shares for the past fiveyears to 28 February in each year:

Year to28 February

2019

Year to28 February

2018

Year to28 February

2017

Year to28 February

2016

Year to28 February

2015

Share Price 1.22% 11.54% 25.50% (2.73)% 8.95%NAV 0.43% 12.45% 25.85% (2.91)% 8.30%Benchmark 2.41% 5.73% 30.05% (4.42)% 11.43%

Source: Morningstar/JPMorgan Asset Management. The Managed Growth portfolio’s benchmark is a composite comprising 50 percent. FTSE All-Share Index and 50 per cent. FTSE World Index (ex-UK). Returns are based on Cum Income NAVs.

Over the 12 months to 30 April 2019, the Managed Growth Shares have traded between a discountof 1.95 per cent. and a discount of 3.74 per cent. (on a month end to month end basis).

Managed IncomeManaged Income aims to provide investors with a growing income and the potential for capitalgrowth over the long-term from a portfolio comprised primarily of UK equities with the additionalflexibility to invest in bonds or funds should they present an attractive investment opportunity. Theportfolio is managed by John Baker, a Managing Director, and Ketan Patel, an Executive Director,both working in the Investment Manager’s European Equity Group.

The portfolio managers follow an investment approach that aims to invest in high quality stockssupported by positive momentum from a universe of some 900 UK stocks. In this context, theInvestment Manager considers a high quality company to be one that is profitable, has sustainableearnings and has a management team with good capital discipline. Furthermore, the InvestmentManager believes its process favours companies that are able to sustain profit growth and marginsover a long period of time and that have management teams that are prudent, not profligate, withshareholder funds.

To identify stocks with positive momentum, the Investment Manager looks at both share price andearnings. It is the Investment Manager’s belief that stocks that have performed well over the last12 months can be expected to continue to perform well and conversely stocks that have performedpoorly can be expected to continue to underperform. The Investment Manager believes earningsmomentum is important to the investment process, as one revision to expected earnings tends tobe followed by another revision in the same direction. In the Investment Manager’s experience thedirection and magnitude of any changes are often an indicator that a stock will outperform orunderperform going forward.

As at the Latest Practicable Date, the performance of the Managed Income Shares has been asfollows:

1 Year 3 Years 5 Years

Share Price (5.02)% 24.05% 32.03%NAV (6.91)% 22.22% 28.91%Benchmark (3.36)% 29.26% 30.93%

Source: Morningstar/JPMorgan Asset Management. The Managed Income portfolio’s benchmark is the FTSE All-Share Index (TotalReturn). Prior to 1 March 2018 the benchmark was a composite comprising 85 per cent. FTSE All-Share Index and 15 per cent.Barclays Capital Global Corporate Bond Index (hedged) in sterling terms. Returns are based on Cum Income NAVs.

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The table below sets out the yearly performance of the Managed Income Shares for the past fiveyears to 28 February in each year:

Year to28 February

2019

Year to28 February

2018

Year to28 February

2017

Year to28 February

2016

Year to28 February

2015

Share Price (1.86)% 5.65% 15.02% (2.61)% 6.75%NAV (2.18)% 4.66% 15.76% (3.19)% 6.37%Benchmark 1.66% 3.95% 20.14% (6.31)% 5.86%

Source: Morningstar/JPMorgan Asset Management. The Managed Income portfolio’s benchmark is the FTSE All-Share Index (totalreturn). Prior to 1 March 2018 the benchmark was a composite comprising 85 per cent. FTSE All-Share Index and 15 per cent.Barclays Capital Global Corporate Bond Index (hedged) in sterling terms. Returns are based on Cum Income NAVs.

Over the 12 months to 30 April 2019, the Managed Income Shares have traded between a discountof 1.02 per cent. and a discount of 2.85 per cent. (on a month end to month end basis).

Managed CashManaged Cash offers the preservation of capital with an objective to achieve a return in excess ofsterling money markets by investing primarily in GBP denominated short-term debt securities.

Exposure is obtained via an investment in JSMRF, an existing UCITS fund launched on 22 August2016.

A change in the investment policy of the Managed Cash Shares was approved by the FCA inJanuary 2019 and the Managed Cash Shareholders on 15 February 2019. As at the LatestPracticable Date the share price and NAV total return since 15 February 2019 is 0 per cent. and0.39 per cent. respectively. (Source: Morningstar/JPMorgan Asset Management. Returns are basedon Cum Income NAVs.)

Set out in the table below is the performance of JSMRF (on a gross basis) from its inception inAugust 2016 until 28 February 2019, shown on a yearly performance basis.

Year to28 February

2019

Year to28 February

2018

Inception to28 February

2017

Year to28 February

2016

Year to28 February

2015

NAV 0.92% 0.54% 0.36% N/A N/A

Source: Morningstar/JPMorgan Asset Management. JSMRF’s benchmark is the ICE BofAML Sterling 3-Month Government BillIndex (Total Return Gross). Returns are based on Cum Income NAVs.

Since 15 February 2019 to 30 April 2019, the Managed Cash Shares have traded between adiscount of 1.37 per cent, and a discount of 1.66 per cent, (on a month end to month end basis).

2 Investment outlookManaged Growth PoolThe Investment Manager has recently reduced its underweight position in the UK as its overall viewimproved. However, it still sees significant headwinds from both political uncertainty and theresultant impact on Sterling and therefore remains underweight. The portfolio has had an overweightposition to North America during the first half of the financial year and it remains the InvestmentManager’s preferred region. The recent change in policy from the US Federal Reserve, indicatingthat it would pause its rate rises for the foreseeable future, should be a boost to global growth andlikely extends the eventual length of the business cycle by a couple of quarters. However, recentmeasures of economic activity and global business surveys have moderated, which warrantscaution. Whilst the outlook for equities has improved compared to the last quarter of 2018, anyextended move higher from this point would need to rely largely on earnings exceeding marketexpectations.

Managed Income PoolGrowth in the UK is holding up with jobs and incomes data confounding expectations of weaknessdue to the uncertainty of the outcome of the ‘Brexit’ negotiations. With many outstanding macro and

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geopolitical issues markets are likely to be volatile in the short-term but on a medium-term view theInvestment Manager believes that the risk/reward in UK equities for investors is attractive.

The Investment Manager will continue to add those stocks where earnings, valuations and dividendyields are attractive. Gearing remains at relatively low levels which will allow the InvestmentManager to selectively take advantage of market-related falls in favoured companies and newinvestment opportunities.

Managed Cash PoolBrexit uncertainty continues to constrain the Bank of England from significantly altering its directionof monetary policy. If Brexit uncertainty is at least partially resolved, and a risk of no-deal is takenoff the table, it is likely that the Bank of England would like to see rates higher than their currentlow levels. This point is reiterated by the Bank of England’s latest forecast, which still sees inflationabove its 2 per cent. target in the medium term.

3 PortfolioManaged GrowthThe Managed Growth pool invests in listed investment trusts and open-ended funds, all of whichare sterling denominated and themselves invest in the UK and/or overseas. Below is ManagedGrowth’s full portfolio as well as geographical breakdown as at the Latest Practicable Date.

InvestmentPortfolio

(%)

JPMORGAN AMERICAN INVESTMENT TRUST PLC/FUND CLOSED-END FUND 10.12%JPMORGAN CLAVERHOUSE INVESTMENT TRUST PLC/FUND CLOSED-END FUND 9.73%FINSBURY GROWTH & INCOME TRUST PLC/FUND CLOSED-END FUND 9.24%JPMORGAN FUNDS – US EQUITY ALL CAP FUND OPEN-END FUND 8.88%JPM UK DYNAMIC FUND – C INC 7.69%JPMORGAN INVESTMENT FUNDS – US SELECT EQUITY FUND OPEN-END FUND 6.58%JPM UK EQUITY PLUS FUND – C INC 5.30%JPMORGAN JAPANESE INVESTMENT TRUST PLC/FUND CLOSED-END FUND 4.45%MURRAY INCOME TRUST PLC CLOSED-END FUND 4.06%JPMORGAN EUROPEAN INVESTMENT TRUST PLC – GROWTH/FUND CLOSED-ENDFUND 4.04%ALLIANZ TECHNOLOGY TRUST PLC CLOSED-END FUND 3.65%MERCANTILE INVESTMENT TRUST PLC CLOSED-END FUND 3.06%BAILLIE GIFFORD UK GROWTH FUND CLOSED-END FUND 2.72%JPMORGAN US SMALLER COMPANIES INVESTMENT TRUST PLC CLOSED-ENDFUND 2.15%FIDELITY SPECIAL VALUES PLC CLOSED-END FUND 2.03%IMPAX ENVIRONMENTAL MARKETS PLC CLOSED-END FUND 1.90%JPMORGAN EURP SM ORD 1.90%JPMORGAN EMERGING MARKETS INVESTMENT TRUST PLC CLOSED-END FUND 1.78%JPMORGAN SMALLER COMPANIES INVESTMENT TRUST PLC CLOSED-END FUND 1.66%JPMORGAN ASIAN INVESTMENT TRUST PLC/FUND CLOSED-END FUND 1.43%BLACKROCK SMALLER COS TRUST PLC CLOSED-END FUND 1.10%EDINBURGH INVESTMENT TRUST PLC/THE CLOSED-END FUND 1.10%CITY OF LONDON INVESTMENT TRUST PLC/THE CLOSED-END FUND 0.95%BAILLIE GIFFORD US GROWTH TRUST PLC MUTUAL FUND 0.77%BLACKROCK FRONTIERS INVESTMENT TRUST PLC CLOSED-END FUND 0.77%WORLDWIDE HEALTHCARE TRUST PLC/FUND CLOSED-END FUND 0.71%FIDELITY EUROPEAN VALUES PLC CLOSED-END FUND 0.66%PERPETUAL INCOME AND GROWTH INVESTMENT TRUST PLC CLOSED-END FUND 0.56%JPMORGAN INDIAN INVESTMENT TRUST PLC/FUND CLOSED-END FUND 0.53%JPMORGAN JAPAN SMALLER COS TRUST PLC/FUND CLOSED-END FUND 0.48%Total 100%


46

Regional breakdownPortfolio

(%)

UK 49.9%North America 33.4%Continental Europe 6.7%Japan 5.0%Asia (excluding Japan) 3.2%Emerging Markets and others 1.8%Total 100.0%

Source: J.P. Morgan Asset Management.

Managed IncomeThe Managed Income pool invests in a diversified portfolio of sterling denominated UK equities.Below is Managed Income’s full portfolio as well as a sector breakdown as at the Latest PracticableDate.

InvestmentPortfolio

(%)

ROYAL DUTCH SHELL PLC COMMON STOCK 10.13%BP PLC COMMON STOCK 6.33%HSBC HOLDINGS PLC COMMON STOCK 4.99%GLAXOSMITHKLINE PLC COMMON STOCK 4.68%RIO TINTO PLC COMMON STOCK 4.24%DIAGEO PLC COMMON STOCK 4.04%BRITISH AMERICAN TOBACCO PLC COMMON STOCK 2.90%BHP GROUP PLC COMMON STOCK 2.88%UNILEVER PLC COMMON STOCK 2.72%PRUDENTIAL PLC COMMON STOCK 2.63%AVIVA PLC COMMON STOCK 2.31%ASTRAZENECA PLC COMMON STOCK 2.24%LEGAL & GENERAL GROUP PLC COMMON STOCK 1.94%GAMES WORKSHOP GROUP PLC COMMON STOCK 1.90%PHOENIX GROUP HOLDINGS PLC COMMON STOCK 1.83%TESCO PLC COMMON STOCK 1.83%NATIONAL GRID PLC COMMON STOCK 1.82%LLOYDS BANKING GROUP PLC COMMON STOCK 1.81%FORTERRA PLC COMMON STOCK 1.56%IMPERIAL BRANDS PLC COMMON STOCK 1.50%VODAFONE GROUP PLC COMMON STOCK 1.45%TAYLOR WIMPEY PLC COMMON STOCK 1.43%MONDI PLC COMMON STOCK 1.40%NATIONAL EXPRESS GROUP PLC COMMON STOCK 1.40%SABRE INSURANCE GROUP PLC COMMON STOCK 1.39%PERSIMMON PLC COMMON STOCK 1.30%ANGLO AMERICAN PLC COMMON STOCK 1.25%CINEWORLD GROUP PLC COMMON STOCK 1.24%DIRECT LINE INSURANCE GROUP PLC COMMON STOCK 1.23%INTERNATIONAL CONSOLIDATED AIRLINES GROUP SA COMMON STOCK 1.17%BT GROUP PLC COMMON STOCK 1.10%EVRAZ PLC 1.06%GREENE KING PLC COMMON STOCK 1.05%DUNELM GROUP PLC COMMON STOCK 1.04%BAE SYSTEMS PLC COMMON STOCK 1.00%BURFORD CAPITAL LTD COMMON STOCK 0.98%ONESAVINGS BANK PLC COMMON STOCK 0.94%

47

InvestmentPortfolio

(%)

TATE & LYLE PLC COMMON STOCK 0.89%SPIRENT COMMUNICATIONS PLC COMMON STOCK 0.89%FERGUSON PLC COMMON STOCK 0.88%CHARTER COURT FINANCIAL SERVICES GROUP PLC COMMON STOCK 0.87%MJ GLEESON PLC COMMON STOCK 0.86%ASHTEAD GROUP PLC COMMON STOCK 0.78%JUDGES SCIENTIFIC PLC COMMON STOCK 0.77%NEXT PLC COMMON STOCK 0.73%COMPUTACENTER PLC COMMON STOCK 0.71%SEVERN TRENT PLC COMMON STOCK 0.70%AIB GROUP PLC COMMON STOCK 0.64%TBC BANK GROUP PLC COMMON STOCK 0.63%WATKIN JONES PLC COMMON STOCK 0.63%MORGAN ADVANCED MATERIALS PLC COMMON STOCK 0.63%PAGEGROUP PLC COMMON STOCK 0.60%ANGLO PACIFIC GROUP PLC COMMON STOCK 0.58%INTERMEDIATE CAPITAL GROUP PLC COMMON STOCK 0.58%WH SMITH PLC COMMON STOCK 0.54%HOLLYWOOD BOWL GROUP PLC COMMON STOCK 0.46%TT ELECTRONICS PLC COMMON STOCK 0.44%ALPHA FINANCIAL MARKETS CONSULTING PLC COMMON STOCK 0.42%TELECOM PLUS PLC COMMON STOCK 0.41%MORGAN SINDALL GROUP PLC COMMON STOCK 0.33%CENTRAL ASIA METALS PLC COMMON STOCK 0.32%Total 100%


SectorPortfolio

(%)Financials 22.8%Consumer Goods 18.1%Oil & Gas 16.5%Basic Materials 11.7%Consumer Services 9.5%Industrials 7.4%Health Care 6.9%Telecommunications 3.0%Utilities 2.5%Technology 1.6%Total 100%

Source: J.P. Morgan Asset Management. Analysis excludes Managed Income’s holding in JPM Global Corporate Bond fund.

Managed CashThe Managed Cash pool invests solely in JPMorgan Funds – Sterling Managed Reserves Fund(JSMRF), an existing UCITS fund launched on 22 August 2016.

No Material ChangeThere has been no material change in the Company’s investments as described above in thisparagraph 3 between the Latest Practicable Date and the date of this Prospectus.

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PART 3

DIRECTORS, MANAGEMENT AND ADMINISTRATION

The BoardThe Board has overall responsibility for the Company’s activities and the determination of itsinvestment policies and strategies, including the review of investment activity and performance andthe control and supervision of the AIFM and the Investment Manager. The Investment Manager isnot required to, and generally will not, submit individual investment decisions for the approval of theBoard.

The Board, chaired by Alan Hodson, currently consists of five non-executive Directors, all of whomare regarded by the Board as independent, including the Chairman. The Directors have a breadthof investment, business and financial skills and experience relevant to the Company’s business. TheBoard constructively challenges the Investment Manager, who assists the Board in the developmentof the Company’s strategy.

The Directors, all of whom are non-executive, are as follows:

Alan Hodson, ChairmanMr Hodson has been a Director since January 2012. He is Chairman of the Board and theNomination Committee and is a member of the Audit Committee.

Mr Hodson is a senior independent non-executive director of HarbourVest Global Private EquityLimited. Mr Hodson joined SGWarburg (subsequently UBS) in 1984, rising to Global Head ofEquities, a member of the Executive Committee of UBS Investment Bank and of the UBS AG GroupManaging Board until his retirement in June 2005. He holds 10,000 Managed Growth Shares and25,000 Managed Income Shares.

Karl Sternberg, Senior Independent Non-Executive DirectorKarl Sternberg, has been a Director since 16 December 2016. He is a member of the NominationCommittee and the Audit Committee.

Mr Sternberg is a director of Jupiter Fund Management PLC, Lowland Investment Company plc,The Monks Investment Trust Public Limited Company, Clipstone Logistics REIT plc, HeraldInvestment Trust plc, Alliance Trust PLC and Railway Pension Investments Limited. He is formerlythe Chairman of JPMorgan Income & Growth Investment Trust plc, and he was Chief InvestmentOfficer of Deutsche Asset Management Ltd and the Chief Executive of Oxford InvestmentPartners Ltd. He is also a Fellow of St Catherine’s College Oxford. He holds 2,085 ManagedGrowth Shares and 13,650 Managed Income Shares.

James Robinson, Independent Non-Executive DirectorMr Robinson has been a Director since April 2012. He is Chairman of the Audit Committee and isa member of the Nomination Committee.

Mr Robinson is chairman of Polar Capital Global Healthcare Trust plc and a non-executive directorof Montanaro UK Smaller Companies Investment Trust plc. He was chief investment officer,investment trusts and director of hedge funds at Henderson Global Investors prior to his retirementin 2005.

A chartered accountant, Mr Robinson has 38 years’ investment experience. He holds5,000 Managed Growth Shares.

Carla Stent, Independent Non-Executive DirectorMs Stent has been a Director since April 2015. She is a member of the Nomination Committee andthe Audit Committee.

Ms Stent is a director of Marex Spectron Group Ltd, Post Office Limited (including Chair of theAudit, Compliance and Risk Committees) and is Deputy Chair of Power to Change Trust. Ms Stentalso serves as chairwoman of several start-up companies. She spent over 20 years in senior,

49

international executive positions in banking, branded private equity and retail industries for blue chiporganisations such as Barclays Bank plc, Thomas Cook AG and the Virgin Group. Ms Stent is aqualified Chartered Accountant, she has had direct responsibility for finance, post-mergerintegration, strategy, business operations, brand development and business transformation. Sheholds 4,919 Managed Growth Shares in the Company.

Rupert Dickinson, Independent Non-Executive DirectorRupert Dickinson joined the Board on 19 December 2018. He is a member of the Audit and theNominations Committees. Rupert Dickinson joined Barclays Bank Plc in 2000 rising to ChiefExecutive of Barclays Stockbrokers Limited and a member of the Executive Committee of theWealth Management division from 2012 until his retirement in 2018. A trained lawyer and qualifiedchartered accountant, Mr. Dickinson has 20 years’ experience in the Wealth and InvestmentPlatform industry in executive, strategic, governance and finance roles. He has also served as anon-executive director of PIMFA and Absa Stockbrokers and Portfolio Management (Pty) Limited.

Corporate GovernanceAudit CommitteeThe purpose of the Audit Committee is to monitor and review the principles, policies and practicesadopted in the preparation and audit of the accounts of the Company and the integrity of thefinancial statements and any other announcement relating to the Company’s financial performance.The Audit Committee also monitors the effectiveness of the internal controls and the riskmanagement framework, the external auditors’ independence and objectivity, the effectiveness of theaudit process, corporate governance standards and regulatory compliance and reports its findings tothe Board. A full list of the Audit Committee’s responsibilities is detailed in the terms of reference,which can be found on the Company’s website at www.jpmelect.co.uk.

All members of the Audit Committee are independent non-executive Directors. The Chairman of theAudit Committee is James Robinson.

Nomination CommitteeThe purpose of the Nomination Committee is to review the size, structure and composition of theBoard, lead the process for board appointments, review the adequacy of succession plans, overseean annual performance evaluation of the Board, the Committees and each of the Directors and tomake recommendations on the appropriateness of Directors’ fees and the Board’s policy ondiversity. A full list of the Nomination Committee’s responsibilities is detailed in the terms ofreference, which can be found on the Company’s website at www.jpmelect.co.uk.

All members of the Nomination Committee are independent non-executive Directors. The Chairmanof the Nomination Committee is Alan Hodson, who is also Chairman of the Board.

Management Engagement CommitteeThe Board as a whole fulfils the function of a Management Engagement Committee and thereforethe establishment of a separate committee is not considered to be necessary. The Board regularlyreviews the performance of the Investment Manager and other third party service providers.

Remuneration CommitteeThe Board as a whole fulfils the function of a Remuneration Committee and therefore theestablishment of a separate committee is not considered to be necessary. The Board is responsiblefor monitoring, reviewing and making representations on all elements of the remuneration of theCompany’s advisers. Fees and salaries are reviewed at least annually.

AIC Code and UK Corporate Governance CodeThe Board is committed to high standards of corporate governance. The Board has considered theprinciples and recommendations of the AIC Code by reference to the AIC Guide and has put inplace a framework for corporate governance which it believes is appropriate for an investment trust,the principal activity of which is portfolio investment.

The AIC Code, as explained by the AIC Guide, addresses all the principles set out in the UKCorporate Governance Code, as well as setting out additional principles and recommendations on

50

issues that are of specific relevance to the Company. Companies who report against the AIC Codeand who follow the AIC Guide meet their obligations in relation to the UK Corporate GovernanceCode and paragraph 9.8.6 of the Listing Rules. In addition, the Board considers that reportingagainst the principles and recommendations of the AIC Code, and by reference to the AIC Guide(which incorporates the UK Corporate Governance Code), provides better information toShareholders.

The UK Corporate Governance Code includes provisions relating to: (i) having a senior independentdirector; (ii) the role of the chief executive; (iii) tenure of the chair; (iv) executive directors’remuneration; and (v) an internal audit function. For the reasons set out in the AIC Guide, and asexplained in the UK Corporate Governance Code, the Board considers these provisions are notrelevant to the position of the Company, being an externally managed investment company, and willaccordingly not comply with them.

Directors’ Share dealingsThe Board has agreed to adopt and implement a dealing code for Directors and other PDMRswhich imposes restrictions on conducting transactions in the Company’s securities beyond thoseimposed by law. Its purpose is to ensure that the Directors, other PDMRs and their closelyassociated persons do not abuse, and do not place themselves under suspicion of abusing, insideinformation they may be thought to have, in particular during periods leading up to anannouncement of the Company’s results.

Investment Manager and AIFMThe Investment Manager of the Company is JPMorgan Asset Management (UK) Limited and theAIFM of the Company is JPMorgan Funds Limited.

As at 31 March 2019, the J.PMorgan Asset Management group had approximately US$2.1 trillion ofassets under management. The Investment Manager has managed the Company’s portfolio inpursuance of its investment objective since its incorporation in 1999.

The Investment Management Agreement between the Company and the AIFM sets out the matterswhich have been delegated to the AIFM. This includes management of the Company’s assets andthe provision of accounting, company secretarial, administration and some marketing services. Allother matters are reserved for the approval of the Board. A formal schedule of matters reserved tothe Board for decision has been approved. This includes determination and monitoring of theCompany’s investment objectives and policies and its future strategic direction, gearing policy,management of the capital structure, appointment and removal of third party service providers,review of key investment and financial data and the Company’s corporate governance and riskcontrol arrangements.

The AIFM has delegated its responsibility for portfolio management to the Investment Manager.

Management FeeThe management fee is calculated and paid quarterly in arrear and is charged at the followingrates:

* Managed Growth assets: The management fee is 0.3 per cent. per annum on assets investedin JPMorgan managed funds and 0.6 per cent. per annum on assets invested in non-JPMorgan managed funds and direct investments. Investments in JPMorgan’s retail open-ended pooled funds qualify for a partial rebate of the underlying fee which is paid back to theCompany.

* Managed Income assets: There is no management fee on assets invested in JPMorganmanaged funds. The management fee is 0.6 per cent. per annum on assets invested in non-JPMorgan managed funds and direct investments. Investments in JPMorgan’s retail open-ended pooled funds qualify for a partial rebate of the underlying fee.

* Managed Cash assets: no management fee is charged.

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Management of the PortfolioKaty Thorneycroft, Investment Manager, Managed Growth and Managed CashKaty Thorneycroft, Managing Director, is a portfolio manager in the Multi-Asset Solutions team,focusing on multi-strategy investing, including benchmark oriented, flexible and total returnstrategies, as well as funds of investment trusts. An employee since 1999, Katy was previously aportfolio manager in the convertible bonds team and a member of the Multi-Asset Solutions team inNew York. Prior to this, Katy was a portfolio manager in the European Equity group in Londonfocusing on small and mid-cap strategies. Katy obtained a M.Chem from the University of Oxfordand is a CFA charterholder.

John Baker, Investment Manager, Managed IncomeJohn Baker, Managing Director, is a portfolio manager within the European Equities team. Anemployee since 1994, John was previously an assistant on the UK Retail Funds desk, nowintegrated in the European Equity Group. Prior to this, he was an administrator in the Life &Pensions department at Save & Prosper. John obtained a B.A. in European Studies, French andItalian from University College Cork, Ireland and earned a Diploma in Business Studies fromUniversity College Galway, Ireland. He is an Associate of the Institute of Investment Management &Research.

Katen Patel, Investment Manager, Managed IncomeKaten Patel, Executive Director, is a portfolio manager in the Europe Small/Mid Cap Team within theJ.P. Morgan Asset Management International Behavioural Finance Team. He is the co-manager ofthe JPM UK Smaller Companies Fund, the JPMorgan Smaller Companies Investment Trust and theJPMorgan Mid Cap Investment Trust. An employee since April 2013, he previously worked at HSBCBank Plc in a European equity sales role. He obtained a B.Sc. in Management from the LondonSchool of Economics. Katen is a CFA charterholder.

Conflicts of interestThe Investment Manager (including its associates) undertakes investment management services onbehalf of multiple clients, which include both funds and managed accounts. These investmentmanagement services may on occasion give rise to conflicts of interest with the Company and mayentail a material risk of damage to the interests of the Company. References to the InvestmentManager in this section also include, where applicable, the AIFM.

The type of conflict which may arise may include, amongst other things, situations where theInvestment Manager: (i) is likely to make a financial gain, or avoid a financial loss, at the expenseof the Company; (ii) has an interest in the outcome of a service provided to the Company or of atransaction carried out on behalf of the Company, which is distinct from the Company’s interest inthat outcome; (iii) has a financial or other incentive to favour the interest of another client or groupof clients over the interests of the Company; (iv) carries on the same business as the client; and(v) receives or will receive from a person other than the Company an inducement in relation to aservice provided to the Company, in the form of monies, goods or services other than the standardcommission or fee for that service.

In particular, the Investment Manager may provide investment management services to other fundsand accounts which have similar investment objectives and/or policies to that of the Company andmay receive ad valorem and/or performance-related fees for doing so. The Investment Manager maygive advice or take action with respect to such other clients that differs from the advice given oractions taken with respect to the Company.

As a result, the Investment Manager may have conflicts of interest as a result of its activities, buthas policies and procedures in place to deal with identified conflicts. Pursuant to the InvestmentManagement Agreement, the Investment Manager has undertaken, in accordance with the AIFMDirective and any other applicable requirements, to take all reasonable steps to avoid conflicts ofinterest. The Investment Management Agreement also provides that the Investment Manager shallcomply with the AIFM Directive and any other applicable requirements in connection with theavoidance, identification, management, monitoring and disclosure of conflicts of interest and that, ifsuch conflicts of interest cannot be avoided, the Investment Manager shall take all reasonable stepsto identify, manage, monitor and (where applicable) disclose the conflicts of interest in order to

52

prevent them from adversely affecting the interests of the Company and Shareholders. There can beno assurance that the Investment Manager will resolve all conflicts of interest in a manner that isfavourable to the Company. However, in the event of a conflict of interest arising, the InvestmentManager will take reasonable steps to ensure fair treatment for the Company in accordance withthe FCA’s Conduct of Business Sourcebook.

The Investment Manager has implemented a policy on conflicts of interest which sets out the typesof actual or potential conflicts of interest which affect the Investment Manager’s business andprovides details of how these are managed in order to safeguard the interest of its clients. Theconflicts policy sets out how the Investment Manager identifies circumstances which may give riseto conflicts of interest (including a material risk of damage to the interests of its clients) and themechanisms and systems which have been implemented in order to manage the conflicts.

Pursuant to this policy on conflicts of interest, the Investment Manager has put in place an internalescalation procedure so that it is able to address actual and potential conflicts (such as those listedabove) as they arise. This escalation process is as described below.

If an employee of the Investment Manager becomes aware of any such potential conflict of interestor a material change to the risk level or control environment affecting an existing conflict, theemployee is required to escalate this to the internal conflicts assessor who is assigned to thatemployee’s area of the business. Details of the risk are recorded or updated in the internal record-keeping system. The conflicts assessors assess on an annual basis whether appropriate controlsare in place for each relevant conflicts-related risk. If a control is deemed by the InvestmentManager to be inadequate, the Investment Manger will establish an appropriate action-plan toensure that the conflict is managed appropriately. If additional guidance is required, this matter maybe referred to the Investment Manager’s internal compliance committee or its internal oversight andcontrol committee. The Investment Manager also has an internal conflicts committee who maintainsoversight of the existence and status of current conflicts by monitoring the updates made in theInvestment Manager’s internal record-keeping system.

The Board has satisfied itself that the Investment Manager has adequate procedures in place toaddress conflicts of interest of the types listed above.

Other arrangementsDepositaryBNY Mellon Trust & Depositary (UK) Limited is the Depositary of the Company pursuant to theDepositary Agreement with the Company and the AIFM. As Depositary of the Company it willperform those duties prescribed under the AIFM Directive.

Under the terms of the Depositary Agreement, the Depositary is entitled to a fee of 0.017 per cent.(1.7 basis points) or a minimum of £10,000 per annum of the value of assets held by theDepositary. The fees for the delegated custody component of the Depositary’s role are dependenton the value of assets under management and the number and nature of transactions undertakenby the Company.

Further details relating the Depositary are set out in paragraph 1.6 of Part 7 of this Prospectus.

CustodianThe Depositary has appointed J.P. Morgan Chase Bank, National Association, London Branch ascustodian to the Company. The Custodian is responsible for the safe keeping, monitoring andoversight of the Company’s assets and cash.

The fees payable to the Custodian are covered by the fees payable by the Company to theDepositary under the Depositary Agreement.

Further details relating the Custodian are set out in paragraph 1.7 of Part 7 of this Prospectus.

RegistrarEquiniti Limited has been appointed as the Registrar pursuant to the Registrar Agreement. TheRegistrar is responsible for the maintenance of the Register, dealing with routine correspondenceand enquiries, and the performance of all the usual duties of a registrar in relation to the Company.

53

AuditorThe Auditor to the Company is Ernst & Young LLP. Ernst & Young LLP is independent of theCompany and is registered to carry out audit work in the UK and Ireland by the Institute ofChartered Accountants in England and Wales. Ernst & Young LLP is a member of the Institute ofChartered Accountants of England & Wales.

The Auditor’s responsibility is to audit and express an opinion on the financial statements of theCompany in accordance with applicable law and auditing standards. The annual report andaccounts will be prepared according to UK GAAP.

54

PART 4

THE ISSUE

IssueThe Issue relates solely to the Scheme. It is expected that the Scheme will be implemented inaccordance with the expected timetable set out on page 32 of this Prospectus.

Under the terms of the Scheme, El Oro will be wound up on or around 20 June 2019 by means ofa members’ voluntary liquidation pursuant to a scheme of reconstruction and Eligible El OroShareholders will have the opportunity (subject to the passing of the El Oro Scheme Resolutions) torealise all or part of their investment in El Oro Shares as cash and/or to roll over all or part of theirinvestment in El Oro Shares into any combination of New JPM Elect Shares.


Under the terms of the Scheme, Eligible El Oro Shareholders who make a valid election for NewJPM Elect Shares will receive:


* Managed Income Shares issued at a price equivalent to NAV per Managed Income Share plusthe Issue Premium; and/or

* Managed Cash Shares issued at a price equivalent to NAV per Managed Cash Share plus theIssue Premium.


The Company’s assets on completion of the Scheme will continue to be managed in accordancewith the Company’s existing investment objectives and policies.

The maximum number of New JPM Elect Shares which may be issued by the Company pursuantto the Issue is up to 8,000,000 Managed Growth Shares, up to 55,000,000 Managed IncomeShares and up to 55,000,000 Managed Cash Shares. These figures are based on the assumptionthat all El Oro Shareholders are eligible to participate in the Scheme and elect to roll into the sameclass of JPM Elect Shares and do not make Elections to receive cash. Investors should not takethe foregoing maximum numbers of New JPM Elect Shares as being indicative of the actual numberof New JPM Elect Shares that will be issued pursuant to the Issue.

The Company’s costs in connection with the Scheme will not be borne by existing Shareholders. Asa result, and to the extent that New JPM Elect Shares are issued under the Scheme, the Boardconsiders that Shareholders should benefit from the spreading of fixed costs over a wider assetbase, and a correspondingly lower Ongoing Charges Ratio, and potentially greater liquidity in eachclass of Shares in which New JPM Elect Shares are issued.

The New JPM Elect Shares are denominated in Sterling. The Issue is not being underwritten.

On completion of the Scheme, assuming that all El Oro Shareholders are Eligible El OroShareholders and elect to receive New JPM Elect Shares in respect of all their El Oro Shares, hadthe Issue occurred on the Latest Practicable Date, the Company’s net assets would have increasedby a minimum of £42.7 million.

Further details of the Transfer Agreement are set out in Part 7 of this Prospectus and in the El OroScheme Circular.

Conditions of the IssueThe Issue is conditional, among other things, upon:

55

(i) the passing of all the necessary El Oro Scheme Resolutions to be proposed at the El OroScheme Meeting (or any adjournment thereof) and all conditions to such El Oro SchemeResolutions (excluding any condition relating to the passing of any other El Oro SchemeResolution) being fulfilled;

(ii) the El Oro Directors not resolving to abandon the Scheme; and

(iii) the UK Listing Authority having agreed to admit the New JPM Elect Shares to be issuedpursuant to the Scheme to the premium segment of the Official List and the London StockExchange having agreed to admit such New JPM Elect Shares to trading on the main marketfor listed securities of the London Stock Exchange.

Certain El Oro Shareholders which, together, represent approximately 55.4 per cent. of the votingshare capital of El Oro, have undertaken to vote in favour of the El Oro Scheme Resolutions andhave undertaken to elect for New JPM Elect Shares under the Scheme in respect of 27,560,643 ElOro Shares in aggregate, representing approximately 43.6 per cent. of the issued share capital of ElOro. These undertakings are conditional upon the Scheme not lapsing and expire on 30 June 2019.

Subject to the satisfaction of the conditions of the Scheme, El Oro will be placed into members’voluntary liquidation and the Scheme will take effect. It is expected that the Scheme will becomeeffective on the Effective Date, whereupon provided the conditions of the Issue are fulfilled andEligible El Oro Shareholders have elected to receive any combination of New JPM Elect Sharesunder the Scheme, the Rollover Fund will be transferred to the Company in connection with theScheme pursuant to the Transfer Agreement.

Potential dilution of retained revenue reservesIt should be noted that the issue of the New JPM Elect Shares pursuant to the Scheme will meanthat the retained revenue reserves associated with the JPM Elect Shares will, on a per share basis,be diluted. The extent of any dilution cannot be determined at this stage and will depend on variousfactors, including the number of Eligible El Oro Shareholders rolling their interests in El Oro Sharesinto the Company as well as the share classes into which these investors elect to roll.

Entitlements of Eligible El Oro Shareholders under the SchemeEligible El Oro Shareholders can elect to receive any combination of the following in respect of allor part of their holding of El Oro Shares:


* Managed Income Shares issued at a price equivalent to NAV per Managed Income Share plusthe Issue Premium;

* Managed Cash Shares issued at a price equivalent to NAV per Managed Cash Share plus theIssue Premium; and/or

* cash.


Further details relating to the entitlements of Eligible El Oro Shareholders under theScheme are set out in the El Oro Scheme Circular.

Announcement regarding the IssueThe results of the Issue are expected to be announced by the Company through a RegulatoryInformation Service on 20 June 2019 and in any event prior to Admission.

Settlement and dealingsApplications will be made to the FCA and the London Stock Exchange for the New JPM ElectShares to be admitted to the premium segment of the Official List and to trading on the LondonStock Exchange’s main market for listed securities. It is expected that Admission will become

56

effective, and that dealings in such New JPM Elect Shares will commence, at 8.00 am on24 June 2019.

All New JPM Elect Shares will be issued, fully paid, with effect from the date of Admission, and willbe delivered in uncertificated form (unless otherwise requested). CREST accounts will be creditedwith the New JPM Elect Shares on 24 June 2019 (or as soon as practicable thereafter). Temporarydocuments of title will not be issued pending the despatch of definitive certificates for New JPMElect Shares issued in certificated form, which is expected to take place from the weekcommencing 1 July 2019. Pending despatch of definitive certificates for New JPM Elect Sharestransfers will be certified against the register. New JPM Elect Shares initially issued in certificatedform may subsequently be deposited into CREST in accordance with normal CREST procedures.

Dealings in the New JPM Elect Shares in advance of the crediting of the relevant CREST accountsor the issue of certificates will be at the risk of the persons concerned.

Further information relating to settlement of New JPM Elect Shares is set out in the El Oro SchemeCircular.

DilutionThe Issue is not being made on a pre-emptive basis. Therefore, to the extent existing Shareholdersare not also Eligible El Oro Shareholders who make an election to roll over their investment in ElOro Shares into the New JPM Elect Shares, their percentage holding of JPM Elect Shares will bediluted following Admission. In the case that the maximum number of New JPM Elect Shares areissued pursuant to the Issue, Shareholders holdings would be diluted by approximately 10.9 percent. on Admission.

Costs of the IssueThe costs of the Company’s participation in the Scheme will be met, in the first instance, by theIssue Premium at which the New JPM Elect Shares will be issued. To the extent that the IssuePremium does not cover these costs, JPMF has agreed to meet any such shortfall.

To the extent that the Issue Premium relating to a class of JPM Elect Shares amounts to more thanthe costs of the Scheme borne by that class, such surplus will accrue to the benefit of the holdersof shares in that class. For these purposes, the costs of the Scheme borne by the Company will beallocated to each class of JPM Elect Shares in proportion to the value of the assets to betransferred to each Pool pursuant to the Scheme. As a result of these arrangements, the Scheme isnot expected to result in any decrease in the NAV per share of any of the Company’s shareclasses.

Transaction taxes, stamp duty/stamp duty reserve tax (if any) payable on the transfer of assetspursuant to the Scheme to the Company shall be borne by the Company.

JPMF has also agreed to meet the Company’s costs incurred in relation to the Scheme in the eventthat the Company ceases to be a rollover option for the El Oro Shareholders.

Overseas investorsThe issue of New JPM Elect Shares to persons not resident in, or who are outside, the UnitedKingdom may be affected by the laws or regulatory requirements of relevant jurisdictions. RestrictedPersons should inform themselves about and observe any applicable legal requirements.

It is the responsibility of Restricted Persons to satisfy themselves as to the full observance of thelaws of the relevant jurisdiction in connection with the Issue, including obtaining any governmental orother consents which may be required, compliance with all necessary formalities and the paymentof any issue, transfer or other taxes due to such jurisdiction.

Those El Oro Shareholders with a registered address in the United States, Canada, Australia,Japan, New Zealand or the Republic of South Africa should note that they are not meant to receivethis Prospectus and will receive cash out of the Liquidation Fund as a result of the Proposalsunless they satisfy the Directors and the El Oro Directors that it is lawful for the Rollover Fund toissue Securities to them under any relevant overseas laws and regulations.

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Restrictions on the transfer of JPM Elect SharesThe Board may, in its absolute discretion, refuse to register any transfer of a share or renunciationof a renounceable letter of allotment unless:

(a) it is in respect of a share which is fully paid up;

(b) it is in respect of only one class of shares;

(c) it is in favour of a single transferee or not more than four joint transferees;

(d) it is duly stamped (if so required); and

(e) it is delivered for registration to the registered office for the time being of the Company orsuch other place as the Board may from time to time determine, accompanied except in thecase of:

(i) a transfer by a recognised person where a certificate has not been issued;

(ii) a transfer of an uncertificated share; or

(iii) a renunciation,

by the certificate for the share to which it relates and such other evidence as the Board mayreasonably require to prove the title of the transferor or person renouncing and the dueexecution of the transfer or renunciation by him or, if the transfer or renunciation is executedby some other person on his behalf, the authority of that person to do so, provided that theBoard shall not refuse to register a transfer or renunciation of a partly paid share on thegrounds that it is partly paid in circumstances where such refusal would prevent dealings insuch share from taking place on an open and proper basis on the market on which suchshare is admitted to trading.

The Board may refuse to register a transfer of an uncertificated share in such other circumstancesas may be permitted or required by the regulations and the relevant electronic system.

Unless the Board otherwise determines, a transfer of JPM Elect Shares will not be registered if thetransferor or any other person whom the Company reasonably believes to be interested in thetransferor’s JPM Elect Shares has been duly served with a notice pursuant to section 793 of the2006 Act.

In addition, the Board may, in its absolute discretion, decline to transfer, convert or register anytransfer of JPM Elect Shares to any person: (i) whose ownership of JPM Elect Shares may causethe Company’s assets to be deemed “plan assets” for the purposes of ERISA or the InternalRevenue Code; (ii) whose ownership of JPM Elect Shares may cause the Company to be requiredto register as an “investment company” under the US Investment Company Act (including becausethe holder of the JPM Elect Shares is not a “qualified purchaser” as defined in the US InvestmentCompany Act or a “qualified institutional buyer” as defined in the US Securities Act); (iii) whoseownership of JPM Elect Shares may cause the Company to register under the US Exchange Act orany similar legislation; (iv) whose ownership of JPM Elect Shares may cause the Company to be a“controlled foreign corporation” for the purposes of the Internal Revenue Code, or may cause theCompany to suffer any pecuniary disadvantage under ERISA, the Internal Revenue Code or FATCA;or (v) whose ownership of the JPM Elect Shares may cause the Company to cease to beconsidered a “foreign private issuer” for the purposes of the US Securities Act or the US ExchangeAct (including, without limitation, where the percentage of the outstanding JPM Elect Shares inwhich US residents have any interest is such that the Directors, in their absolute discretion,determine that there is a material risk that the Company may in the future cease to be considered a“foreign private issuer”).

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PART 5

TAXATION

1 IntroductionThe following statements are based upon current UK tax law and what is understood to be thecurrent practice of HMRC, both of which are subject to change, possibly with retrospective effect.The statements are intended only as a general guide and may not apply to certain Shareholders,such as dealers in securities, insurance companies, collective investment schemes or Shareholderswho have (or are deemed to have) acquired their New JPM Elect Shares by virtue of an office oremployment, who may be subject to special rules. They apply only to Shareholders resident in theUK for UK tax purposes (except in so far as express reference is made to the treatment of non- UKresidents), who hold New JPM Elect Shares as an investment rather than trading stock and whoare the absolute beneficial owners of those New JPM Elect Shares.

The information contained in this Prospectus relating to taxation matters is a summary ofthe taxation matters which the Directors consider should be brought to the attention ofinvestors and is based upon the law and published practice currently in force and is subjectto changes therein (possibly with retrospective effect). All potential investors, and inparticular those who are in any doubt about their tax position, or who are resident orotherwise subject to taxation in a jurisdiction outside the UK, should consult their ownprofessional advisers on the potential tax consequences of subscribing for, purchasing,holding or selling New JPM Elect Shares under the laws of their country and/or state ofcitizenship, domicile or residence.

2 SchemeFor the purposes of UK taxation of chargeable gains, the Company has been advised that theexchange of El Oro Shares for New JPM Elect Shares pursuant to the Scheme constitutes ascheme of reconstruction and such exchange should not constitute a disposal by the Eligible El OroShareholders of their El Oro Shares for the purposes of UK taxation of chargeable gains.

The New JPM Elect Shares should instead be treated for the purposes of the UK taxation ofchargeable gains as replacing the El Oro Shares for which they were exchanged and should betreated as acquired at the same time and for the same base cost as the exchanged El Oro Shares.

Further details relating to the taxation consequences of the Scheme are set out in the El OroScheme Circular.

3 The CompanyIt is the intention of the Directors to continue to conduct the affairs of the Company so that itsatisfies the conditions necessary for it to be eligible as an investment trust under Chapter 4 ofPart 24 of the Corporation Tax Act 2010 and the Investment Trust (Approved Company) (Tax)Regulations 2011. However, neither the AIFM nor the Directors can guarantee that this approval andeligibility will be maintained. One of the conditions for a company to qualify as an investment trust isthat it is not a close company. The Directors consider that the Company should not be a closecompany immediately following Admission. In respect of each accounting period for which theCompany continues to be approved by HMRC as an investment trust the Company will be exemptfrom UK taxation on its capital gains. The Company will, however, be liable to UK corporation taxon its income in the normal way. Income arising from overseas investments may be subject toforeign withholding taxes at varying rates, but double taxation relief may be available. The Companyshould in practice be exempt from UK corporation tax on dividend income received, provided thatsuch dividends (whether from UK or non UK companies) fall within one of the “exempt classes” inPart 9A of the Corporation Tax Act 2009.

4 ShareholdersTaxation of chargeable gainsA transfer or disposal of New JPM Elect Shares (including a disposal on a winding-up of theCompany) by a Shareholder who is resident in the UK for tax purposes or who is not so residentbut carries on business in the United Kingdom through a branch agency or permanent

59

establishment with which their investment in the Company is connected may give rise to achargeable gain or an allowable loss for the purposes of UK taxation of chargeable gains or capitalgains, depending on the Shareholder’s circumstances and subject to any available exemption orrelief.

Individual Shareholders have an annual exemption, such that capital gains tax is chargeable only ongains arising from all sources during the tax year in excess of this figure. The annual exemption is£12,000 for the tax year 2019-2020. For such individual Shareholders, capital gains realised ondisposal of the New JPM Elect Shares which are in excess of an individual’s annual exemptionwould be subject to capital gains tax at the rate of 10 per cent. for basic rate taxpayers or 20 percent. for higher or additional rate taxpayers. No indexation allowance is available to individualShareholders.

Shareholders who are individuals and who are temporarily non-resident in the UK may, under anti-avoidance legislation, still be liable to UK tax on any capital gain realised (subject to any availableexemption or relief).

Corporate Shareholders who are resident in the UK for tax purposes will generally be subject tocorporation tax (currently 19 per cent. but expected to reduce to 17 per cent. with effect from April2020) on chargeable gains arising on a disposal of their New JPM Elect Shares. Indexationallowance for corporate shareholders has been removed as of 1 January 2018, which results inindexation applying from the months of acquisition to 31 December 2017, regardless of the actualdate of disposal of the New JPM Elect Shares. The indexation allowance may reduce the amount ofchargeable gain that is subject to corporation tax but may not create or increase any allowable loss.

Taxation of dividendsThe Company will not be required to withhold tax under UK tax law when paying a dividend.

UK resident individuals will be entitled to an annual tax free dividend allowance of £2,000 ofdividend income (which is subject to UK income tax at 0 per cent.). To the extent that dividendincome exceeds £2,000 tax will be levied at the rate of 7.5 per cent. for basic rate taxpayers,32.5 per cent. for higher rate taxpayers and 38.1 per cent. for additional rate taxpayers.

A corporate Shareholder who is tax resident in the UK or carries on a trade in the UK through apermanent establishment in connection with which its New JPM Elect Shares are held will besubject to UK corporation tax (currently 19 per cent. but expected to reduce to 17 per cent. witheffect from April 2020) on the gross amount of any dividends paid by the Company, unless thedividend falls within one of the exempt classes set out in Part 9A of the Corporation Tax Act 2009.It is anticipated that dividends paid on the New JPM Elect Shares to UK tax resident corporateShareholders would generally (subject to anti-avoidance rules) fall within one of those exemptclasses, however, such Shareholders are advised to consult their independent professional taxadvisers to determine whether such dividends will be subject to UK corporation tax.

A Shareholder tax resident outside the UK may be subject to foreign taxation on dividend incomeunder local law.

It is particularly important that investors who are not resident in the UK for tax purposesobtain their own tax advice concerning tax liabilities on dividends received from theCompany.

5 Stamp duty and stamp duty reserve tax (SDRT)Issue of New JPM Elect Shares pursuant to the SchemeThe issue of New JPM Elect Shares pursuant to the Scheme should not give rise to any stampduty or SDRT.

Subsequent transfersTransfers on sale of New JPM Elect Shares will generally be subject to UK stamp duty at the rateof 0.5 per cent. (with a rounding up to the nearest £5) of the consideration given for the transfer.The purchaser normally pays the stamp duty.

An agreement to transfer New JPM Elect Shares will normally give rise to a charge to SDRT at therate of 0.5 per cent. of the amount or value of the consideration payable for the transfer. If a duly

60

stamped transfer in respect of the agreement is produced within six years of the date on which theagreement is made (or, if the agreement is conditional, the date on which the agreement becomesunconditional) any SDRT paid is repayable, generally with interest, and otherwise the SDRT chargeis cancelled. SDRT is, in general, payable by the purchaser.

Paperless transfers of New JPM Elect Shares within the CREST system will generally be liable toSDRT, rather than stamp duty, at the rate of 0.5 per cent. of the amount or value of theconsideration payable. CREST is obliged to collect SDRT on relevant transactions settled within theCREST system. Deposits of New JPM Elect Shares into CREST will not generally be subject toSDRT, unless the transfer into CREST is itself for consideration (in which case SDRT may apply atthe rate of 0.5 per cent. of the value of the consideration given).

Special rules apply to agreements made by market makers and broker-dealers in the ordinarycourse of their business. Such persons should seek their own professional advice in respect ofthese rules.

6 ISAS, Junior ISAS, SIPPs and SSASNew JPM Elect Shares in the Company should be eligible to be held in an ISA or Junior ISA,subject to applicable annual subscription limits. In the case of ISAs this limit is £20,000 in the taxyear 2019-2020, and in the case of Junior ISAs this limit is £4,368 in the tax year 2019-2020.

Investments held in ISAs or Junior ISAs will be free of UK tax on both capital gains and income.The opportunity to invest in New JPM Elect Shares through an ISA is restricted to UK tax residentindividuals aged 18 or over. UK resident individuals aged under 18 can invest in a Junior ISA.Sums received by a Shareholder on a disposal of New JPM Elect Shares would not count towardsthe Shareholder’s annual limit; but a disposal of New JPM Elect Shares held in an ISA will notserve to make available again any part of the annual subscription limit that has already been usedby the Shareholder in that tax year.

The Directors have been advised that the New JPM Elect Shares should be eligible for inclusion ina SIPP or a SSAS, subject to the discretion of the trustees of the SIPP or the SSAS, as the casemay be.

Individuals wishing to invest in New JPM Elect Shares through an ISA, Junior ISA, SSAS orSIPP should contact their professional advisers regarding their eligibility.

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PART 6

FINANCIAL INFORMATION

1 Documents incorporated by referenceThe following documents are incorporated in their entirety by reference in, and form part of, thisProspectus:

(i) the interim report and financial statements of the Company for the six month period ending28 February 2019;

(ii) the interim report and financial statements of the Company for the six month period ending28 February 2018;

(iii) the annual report and audited financial statements of the Company for the financial year ended31 August 2018;

(iv) the annual report and audited financial statements of the Company for the financial year ended31 August 2017; and

(v) the annual report and audited financial statements of the Company for the financial year ended31 August 2016.

Copies of all documents incorporated by reference in this Prospectus have been filed with theNational Storage Mechanism and can be obtained, free of charge, upon request at the registeredoffice of the Company: JPM Elect plc, 60 Victoria Embankment, London EC4Y 0JP.

2 Historical financial information2.1 The interim report and financial statements of the Company for the six month periods ended

28 February 2019 and 28 February 2018 contain the unaudited consolidated financialstatements of the Company for those period including on the pages specified in the crossreference table below, the following information, which is incorporated by reference into thisdocument:

Interim report(unaudited)

for the six monthperiod ending28 February

2019(Page No.(s))

Interim report(unaudited)

for the six monthperiod ending28 February

2018(Page No.(s))

Consolidated statement of comprehensive income 32 22Consolidated statement of changes in equity 33 23Consolidated statement of financial position 34 24Consolidated statement of cash flows 35 25Accounting policies 36 26Notes to the financial statements 36-40 26-30

There have been no significant changes to the Company’s financial condition and operatingresults during or subsequent to the period covered by the historical financial information above.

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2.2 The annual report and financial statements of the Company for the financial years ended31 August 2018, 31 August 2017 and 31 August 2016 contain the audited consolidatedfinancial statements of the Company for those periods together with the audit reports by theCompany’s Auditor thereon including on the pages specified in the cross reference tablebelow, the following information, which is incorporated by reference into this document:

AnnualAccounts

(audited) forthe financial

period to31 August

2018(Page No.(s))

AnnualAccounts


period to31 August

2017(Page No.(s))

AnnualAccounts


period to31 August

2016(Page No.(s))

Consolidated statement of comprehensiveincome 66 53 53Consolidated statement of changes in equity 67 54 54Consolidated statement of financial position 68 55 55Consolidated statement of cash flows 69 — —Accounting policies 70-72 56-58 56-59Notes to the financial statements 70-91 56-74 56-75Audit report 58-64 47-52 47-52

There have been no significant changes to the Company’s financial condition and operatingresults during or subsequent to the period covered by the historical financial information above.

3 Selected financial informationThe selected historical financial information set out in the table below, which includes the keyfigures that summarise the financial condition of the Company, has been extracted without materialadjustment from the (unaudited) interim report and financial statements of the Company for the sixmonth periods ended 28 February 2019 and 28 February 2018 and the audited annual report andfinancial statements of the Company for the financial years ended 31 August 2018, 31 August 2017and 31 August 2016.

As at28 February

2019(unaudited)

As at28 February

2018(unaudited)

As at31 August

2018(audited)

As at31 August

2017(audited)

As at31 August

2016(audited)

Total assets (£m) 347.3 355.2 375.1 354.3 283.6Total liabilities (£m) (10.7) (0.8) (5.5) (0.2) (0.6)Net assets (£m) 336.6 354.4 369.6 354.1 283.0Net assets per ManagedCash Share (p) 102.4 102.0 102.2 102.2 101.7Net assets per ManagedGrowth Share (p) 806.0 815.8 879.3 785.6 664.2Net assets per ManagedIncome Share (p) 105.9 112.7 114.0 117.2 105.7

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4 Operating and financial reviewThe (unaudited) interim report and financial statements of the Company for the six month periodsended 28 February 2019 and 28 February 2018 and the audited annual report and financialstatements of the Company for the financial years ended 31 August 2018, 31 August 2017 and31 August 2016 (which have been incorporated in this Prospectus by reference) included adescription of changes in the Company’s financial condition (in both capital and revenue terms) anddetails of the Company’s portfolio of investments for those periods in the sections headed“Chairman’s Statement” and “Investment Manager’s Report” on the pages specified in the tablebelow:

As at28 February

2019(unaudited)Page No(s)

As at28 February

2018(unaudited)Page No(s)

As at31 August

2018(audited)

Page No(s)

As at31 August

2017(audited)

Page No(s)

As at31 August

2016(audited)

Page No(s)

Chairman’s Statement 9-11 2-3 5-7 2-4 2-3Investment Manager’s Report onManaged Growth Share Class 14-15 6-7 11-13 7-8 5-7Investment Manager’s Report onManaged Income Share Class 20-22 13-14 20-23 14-15 13-16Investment Manager’s Report onManaged Cash Share Class 27 19 30-31 22 23

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PART 7

GENERAL INFORMATION

1 The Company, the Investment Manager, the AIFM, the Depositary and the Custodian1.1 Incorporation of the Company

(a) The Company is a closed-ended investment company incorporated in England and Waleson 16 September 1999 with registered number 3845060. The Company changed itsname to JPMorgan Fleming Managed Growth plc on 5 December 2002. The Company’sname was changed to JPMorgan Fleming Elect plc on 14 January 2004 following thecapital reorganisation and combination of JPMorgan Fleming Managed Growth plc andJPMorgan Fleming Managed Income plc. The Company adopted its present name,JPMorgan Elect plc on 2 February 2006.

(b) The Company intends to carry on its business at all times so that it qualifies for approvalas an investment trust in accordance with section 1158 of the Corporation Tax Act 2010(as amended).

(c) The Company is a UK public limited company and has been approved as an investmenttrust and, accordingly, the New JPM Elect Shares will be excluded securities for thepurposes of the FCA’s restrictions which apply to non- mainstream investment productssince they are shares in an investment trust. As such, the New JPM Elect Shares maybe recommended by Independent Financial Advisers to ordinary retail investors.

(d) The Company is resident for tax purposes in the United Kingdom and currently has noemployees.

(e) The principal activity of the Company is to invest its assets in accordance with theinvestment policies set out in Part 1 of this Prospectus.

(f) The Company operates under the 2006 Act and is not regulated as a collectiveinvestment scheme by the FCA. Its registered office and principal place of business is at60 Victoria Embankment, London EC4Y 0JP. The Company’s telephone number is+44 (0) 20 7742 4000.

1.2 Principal activities of the Company

The Company has been approved by HMRC as an investment trust company and intends atall times to conduct its affairs so as to enable it to qualify as an investment trust for thepurposes of Part 4 of Chapter 24 of the Corporation Tax Act 2010 and the Investment Trust(Approved Company) (Tax) Regulations 2011 (as amended). In summary, the conditions thatmust be met for a company to maintain its approval as an investment trust for an accountingperiod are that, in relation to that accounting period:

(a) all, or substantially all, of the business of the company is to invest its funds in shares,land or other assets with the aim of spreading investment risk and giving members of thecompany the benefit of the results of the management of its funds;

(b) the shares making up the company’s ordinary share capital (or, if there are such sharesof more than one class, those of each class) are admitted to trading on a regulatedmarket;

(c) the company is not a venture capital trust or a company UK REIT;

(d) the company is not a close company (as defined in section 439 of the Corporation TaxAct 2010); and

(e) subject to particular rules that may apply where the company has accumulated revenuelosses brought forward from previous accounting periods, the company does not retainan amount which is greater than the higher of:

(i) 15 per cent. of its income for the accounting period; and

(ii) any amount of income that the company is required to retain in respect of theaccounting period by virtue of a restriction imposed by law.

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1.3 AIFM

The AIFM is JPMorgan Funds Limited, a private limited company incorporated on27 November 1936 in Scotland with registered number SC019438. It is authorised andregulated by the FCA in the United Kingdom. The registered office of the AIFM is 3 LochsideView, Edinburgh Park, Edinburgh EH12 9DH and its telephone number is+44 (0) 800 20 40 20.

1.4 Investment Manager

The Investment Manager is JPMorgan Asset Management (UK) Limited, a private limitedcompany incorporated on 27 February 1974 in England and Wales with registered number01161446. It is authorised and regulated by the FCA in the United Kingdom. The registeredoffice of the Investment Manager is 25 Bank Street, Canary Wharf, London, E14 5JP and itstelephone number is +44 (0) 20 7742 4000.

1.5 Auditor

Ernst & Young LLP has been appointed as Auditor of the Company. Ernst & Young LLP is amember of the Institute of Chartered Accountants of England & Wales.

1.6 Depositary

BNY Mellon Trust & Depositary (UK) Limited is the Depositary of the Company pursuant to theDepositary Agreement. The Depositary is a private limited company incorporated in Englandand Wales on 25 June 1998 with registered number 03588038. It is authorised by the FCA forthe purpose of providing depositary services. The registered office of the Depositary is 160Queen Victoria Street, London, EC4V 4LA and its telephone number is +44 (0) 20 3322 4806.

1.7 Custodian

The Depositary has appointed J.P. Morgan Chase Bank, National Association, London Branch,whose place of business is 25 Bank Street, Canary Wharf, London, E14 5JP. The Custodian’sbusiness in the UK is regulated by the FCA.

2 Share capital2.1 JPM Elect Shares

(a) The ISIN, SEDOL and ticker symbol in respect of each class of JPM Elect Shares is setout below:

ISIN SEDOL Ticker

Managed Growth Shares GB0008528142 0852814 JPEManaged Income Shares GB0034080217 3408021 JPEIManaged Cash Shares GB0034080092 3408009 JPEC

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(b) A history of the Company’s share capital from 1 September 2015 to the date ofpublication of this Prospectus is set out in the table below:

Managed Cash Shares

Issue Date Number of Shares Repurchase Date Number of Shares

01-Sep-15 14,879 22-Apr-16 -34,92330-Nov-15 19,752 10-Mar-17 -124,20129-Feb-16 78,566 17-Mar-17 -72,80931-May-16 248,446 07-Apr-17 -100,00031-Aug-16 94,962 13-Apr-17 -81,72830-Nov-16 27 28-Apr-17 -76,68602-Dec-16 422,142 05-May-17 -72,97928-Feb-17 73,97021-Mar-17 1,783,13931-May-17 470,12031-Aug-17 239,08129-Nov-17 209,24528-Feb-18 367,75231-May-18 2,022,97231-Aug-18 1,435,57730-Nov-18 194,09428-Feb-19 121,226

Managed Growth Shares


30-Nov-15 637 01-Sep-15 -100,00029-Feb-16 13,047 04-Sep-15 -34,38331-May-16 12,881 11-Sep-15 -14,23331-Aug-16 8,269 02-Oct-15 -45,83730-Nov-16 3,407 09-Oct-15 -50,01902-Dec-16 313,428 16-Oct-15 -9,57528-Feb-17 7,937 30-Oct-15 -76,82621-Mar-17 1,024,554 13-Nov-15 -27,59531-May-17 19,349 20-Nov-15 -77,00031-Aug-17 53,147 04-Dec-15 -18,25229-Nov-17 72,952 08-Jan-16 -78,06128-Feb-18 45,358 29-Jan-16 -28,73031-May-18 29,660 05-Feb-16 -19,26531-Aug-18 20,618 26-Feb-16 -24,79030-Nov-18 3,230 04-Mar-16 -21,72728-Feb-19 121,330 11-Mar-16 -19,065

18-Mar-16 -38,70921-Mar-16 -100,00024-Mar-16 -24,66901-Apr-16 -29,65608-Apr-16 -27,21615-Apr-16 -73,50829-Apr-16 -55,52506-May-16 -45,00013-May-16 -47,14920-May-16 -15,74403-Jun-16 -34,44410-Jun-16 -31,37217-Jun-16 -87,65408-Jul-16 -85,415

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01-Aug-16 -100,00005-Aug-16 -74,80212-Aug-16 -36,76402-Sep-16 -65,81709-Sep-16 -23,07930-Sep-16 -64,38207-Oct-16 -10,38428-Oct-16 -32,12003-Nov-16 -42,99109-Dec-16 -73,80123-Dec-16 -9,48230-Dec-16 -35,30013-Jan-17 -70,21620-Jan-17 -62,94027-Jan-17 -21,98103-Feb-17 -24,56310-Feb-17 -100,00016-Feb-17 -92,83524-Feb-17 -22,21510-Mar-17 -51,28224-Mar-17 -67,89531-Mar-17 -43,50407-Apr-17 -42,34521-Apr-17 -75,11305-May-17 -50,35419-May-17 -38,01402-Jun-17 -100,00023-Jun-17 -37,69030-Jun-17 -13,37107-Jul-17 -22,31814-Jul-17 -45,53421-Jul-17 -6,82211-Aug-17 -52,78101-Sep-17 -49,32408-Sep-17 -42,37615-Sep-17 -17,13313-Oct-17 -50,00027-Oct-17 -19,27703-Nov-17 -51,69917-Nov-17 -5,70008-Dec-17 -100,00008-Dec-17 -33,32922-Dec-17 -13,26319-Jan-18 -21,31802-Feb-18 -54,48309-Feb-18 -15,00020-Feb-18 -20,86906-Mar-18 -15,39122-Mar-18 -19,20129-Mar-18 -44,00004-Apr-18 -22,04806-Apr-18 -22,69310-Apr-18 -31,73712-Apr-18 -11,43125-Apr-18 -26,14104-May-18 -10,00010-May-18 -16,88224-May-18 -17,671

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25-May-18 -11,50029-May-18 -28,33004-Jun-18 -17,18412-Jun-18 -50,00006-Jul-18 -15,26507-Aug-18 -11,97313-Aug-18 -21,92615-Aug-18 -8,12224-Aug-18 -39,97028-Aug-18 -27,44603-Sep-18 -17,92511-Sep-18 -24,54804-Oct-18 -20,73709-Oct-18 -9,76511-Oct-18 -25,04315-Oct-18 -9,96002-Nov-18 -10,46419-Nov-18 -11,65428-Nov-18 -21,62929-Nov-18 -8,75804-Dec-18 -37,00006-Dec-18 -40,72117-Dec-18 -9,21810-Jan-19 -10,28423-Jan-19 -7,29018-Feb-19 -32,11704-Mar-19 -35,00011-Mar-19 -15,02915-Mar-19 -42,96227-Mar-19 -21,75408-Apr-19 -26,82009-Apr-19 -18,02415-Apr-19 -34,19117-Apr-19 -16,00018-Apr-19 -25,00030-Apr-19 -43,12502-May-19 -7,13403-May-19 -15,84307-May-19 -15,79809-May-19 -54,76413-May-19 -23,04515-May-19 -19,48520-May-19 -16,918

Managed Income Shares


30-Nov-15 3,574 11-Sep-15 -20,44329-Feb-16 245,384 18-Sep-15 -29,85531-May-16 116,205 18-Dec-15 -25,43731-Aug-16 284,962 26-Feb-16 -11,50630-Nov-16 19,912 10-Mar-16 -100,00002-Dec-16 18,059,588 24-Mar-16 -125,00028-Feb-17 219,803 08-Apr-16 -13,71921-Mar-17 3,889,242 22-Apr-16 -98,67131-May-17 279,097 29-Apr-16 -79,309

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31-Aug-17 207,695 03-Jun-16 -16,64329-Nov-17 3,488,263 21-Jul-16 -100,00028-Feb-18 1,190,139 22-Jul-16 -200,00031-May-18 516,760 02-Sep-16 -27,76031-Aug-18 364,887 30-Sep-16 -16,37730-Nov-18 721,759 07-Oct-16 -28,32528-Feb-19 81,385 28-Oct-16 -23,676

08-Nov-16 -59,77409-Dec-16 -100,00016-Dec-16 -100,00013-Jan-17 -127,41220-Jan-17 -22,29227-Jan-17 -82,54103-Feb-17 -129,16810-Feb-17 -96,58124-Feb-17 -50,65007-Mar-17 -100,00017-Mar-17 -79,46631-Mar-17 -55,28807-Apr-17 -63,29813-Apr-17 -34,27221-Apr-17 -88,74728-Apr-17 -69,25805-May-17 -42,99119-May-17 -71,31202-Jun-17 -95,42207-Jun-17 -100,00008-Jun-17 -62,88823-Jun-17 -32,33430-Jun-17 -44,12107-Jul-17 -41,95514-Jul-17 -24,69628-Jul-17 -27,75902-Aug-17 -125,00004-Aug-17 -100,00011-Aug-17 -34,13401-Sep-17 -73,32915-Sep-17 -47,93827-Oct-17 -14,01303-Nov-17 -62,70717-Nov-17 -200,23920-Nov-17 -224,94001-Dec-17 -179,00008-Dec-17 -35,30129-Dec-17 -15,51205-Jan-18 -16,38912-Jan-18 -100,00019-Jan-18 -53,49302-Feb-18 -250,00009-Feb-18 -180,50216-Feb-18 -91,96001-Mar-18 -100,00012-Mar-18 -76,11819-Mar-18 -90,00022-Mar-18 -23,49504-Apr-18 -234,80805-Apr-18 -55,20209-Apr-18 -22,179

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12-Apr-18 -23,54418-Apr-18 -33,20225-Apr-18 -91,09103-May-18 -68,50009-May-18 -85,82424-May-18 -100,00029-May-18 -41,47804-Jun-18 -39,23313-Jun-18 -80,94002-Jul-18 -19,03506-Jul-18 -45,55817-Jul-18 -36,30501-Aug-18 -84,00007-Aug-18 -95,45204-Sep-18 -100,00009-Oct-18 -15,88215-Oct-18 -30,77923-Oct-18 -24,42826-Oct-18 -65,00001-Nov-18 -69,91205-Nov-18 -86,37612-Nov-18 -29,02716-Nov-18 -66,57228-Nov-18 -40,61606-Dec-18 -42,77410-Dec-18 -73,59414-Dec-18 -73,91018-Feb-19 -100,00027-Feb-19 -55,00007-Mar-19 -87,95012-Mar-19 -100,00014-Mar-19 -100,00019-Mar-19 -1,180,00020-Mar-19 -62,16125-Mar-19 -38,33729-Mar-19 -45,87105-Apr-19 -100,00008-Apr-19 -82,14711-Apr-19 -68,97312-Apr-19 -73,83016-Apr-19 -62,83124-Apr-19 -65,00025-Apr-19 -80,00026-Apr-19 -30,00030-Apr-19 -62,81107-May-19 -75,87009-May-19 -51,12313-May-19 -60,97815-May-19 -95,60220-May-19 -30,441

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(c) The following table shows the issued share capital of the Company as at the date of thisProspectus (in each case, excluding any JPM Elect Shares held in Treasury):

Nominal value (p) Number

Managed Cash Shares 0.001 6,829,154Managed Growth Shares 0.00426657 37,985,673Managed Income Shares 0.001 78,518,126Founder Shares 100 50,000

(d) The JPM Elect Shares are fully paid up. The Founder Shares are partly paid as to25 pence each.

(e) The New JPM Elect Shares will be issued in accordance with the Articles and the 2006Act.

(f) All New JPM Elect Shares will be fully paid on Admission.

2.2 Issue of New JPM Elect Shares and repurchases of JPM Elect Shares

(a) On 15 February 2019 the Directors were authorised in connection with the Issue to allotup to 8,000,000 Managed Growth Shares, up to 55,000,000 Managed Income Sharesand up to 55,000,000 Managed Cash Shares, such authority to expire at the earlier ofAdmission or the abandonment by the El Oro Directors of the Scheme.

(b) The Directors were empowered to allot the New JPM Elect Shares as referred to inparagraph 2.20 above on a non pre-emptive basis provided that such power will expireupon the expiry of the authority to allot the New JPM Elect Shares referred to inparagraph 2.20 above.

(c) Save as provided elsewhere in this Prospectus and in the Articles, JPM Elect Shares arefreely transferable.

(d) There are no pre-emption rights relating to the JPM Elect Shares in the Articles.Statutory pre-emption rights in the 2006 Act apply, save to the extent disapplied byShareholders.

(e) Save as disclosed in this Prospectus, since 1 September 2015, no share or loan capitalof the Company has been issued or agreed to be issued, or is now proposed to beissued, either for cash or any other consideration and no commissions, discounts,brokerages or other special terms have been granted by the Company in connection withthe issue or sale of any such capital. No share or loan capital of the Company is underoption or has been agreed, conditionally or unconditionally, to be put under option.

(f) The New JPM Elect Shares will be issued in registered form and may be held in eithercertificated or uncertificated form and settled through CREST from Admission. In the caseof New JPM Elect Shares to be issued in uncertificated form, these will be transferred tosuccessful applicants through CREST. Accordingly, settlement of transactions in the NewJPM Elect Shares following Admission may take place within CREST if any Shareholderso wishes.

2.3 Redemptions at the option of Shareholders

There is no right or entitlement attaching to the JPM Elect Shares that allows them to beredeemed or repurchased by the Company at the option of the Shareholder.

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3 Interests of Directors, Major Shareholders and Related Party Transactions3.1 Directors’ interests

As at the date of this Prospectus, the interests of the Directors with respect to the JPM ElectShares together with any options in respect of such JPM Elect Shares, including any personclosely associated with any Director that would, if the person were a Director, be required tobe disclosed, and the existence of which is known or could with reasonable diligence beascertained by that Director, are set out below:

Director

Number ofManaged

CashShares



% of issuedSharecapital

Alan Hodson 0 10,000 25,000 0.028James Robinson 0 5,000 0 0.004Carla Stent 0 4,919 0 0.004Karl Sternberg 0 2,085 13,650 0.013Rupert Dickinson 0 0 0 0

As at the date of this Prospectus, there are no potential conflicts of interest between anyduties owed to the Company of any of the Directors and their private interests and/or otherduties. Save as disclosed in this section, immediately following Admission, no Director willhave any interest, whether beneficial or non- beneficial, in the share or loan capital of theCompany.

3.2 Directors’ contracts with the Company

(a) No Director has a service contract with the Company, nor are any such contractsproposed, each Director having been appointed pursuant to a letter of appointmententered into with the Company.

(b) The Directors’ appointments can be terminated in accordance with the Articles andwithout compensation. The Directors are subject to annual re-election.

(c) There is no notice period specified in the letters of appointment or Articles for theremoval of Directors. The Articles provide that the office of Director may be terminatedby, among other things: (i) written resignation; (ii) unauthorised absences from boardmeetings for six consecutive months or more; or (iii) the written request of all Directorsother than the Director whose appointment is being terminated.

(d) The Board recently decided to increase the fees paid to Directors to better reflect currentmarket rates, the time spent on the Company’s business and to ensure that candidatesof a high calibre are recruited to the Board and retained. From 1 September 2018,Directors’ fees are paid at the following rates: Chairman £36,500; Chairman of the AuditCommittee £31,000; and the other Directors £25,500. The increase in Directors’ feesremains within the Shareholder approved maximum aggregate annual limit of £200,000.

(e) The Company has not made any loans to the Directors which are outstanding, nor has itever provided any guarantees for the benefit of any Director or the Directors collectively.No amounts have been set aside or accrued by the Company to provide pension,retirement or similar benefits.

(f) In relation to the last full financial year, Directors’ fees were paid at the followingrates: Chairman £36,000, Chairman of the Audit Committee £30,000 and other Directors£25,000. The Directors did not receive any bonus payments or pension contributions fromthe Company and did and do not hold options to acquire shares in the Company. Noother payments were made to Directors, other than the reimbursement of reasonableout-of-pocket expenses incurred in attending the Company’s business.

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3.3 Other interests

(a) As at the date of this Prospectus, the Directors hold or have held during the five yearspreceding the date of this Prospectus the following directorships (apart from theirdirectorships of the Company) or memberships and administrative, management orsupervisory bodies and/or partnerships:

DirectorCurrent directorships andpartnerships

Past directorships andpartnerships

Alan Hodson The Charity Bank LimitedHarbourVest Global Private EquityLimitedQuantum Teddington LLPTriodos New Horizons Limited

Quantum Sherborne LLPPlatinum Skies Quantock HouseLLPBlackrock Commodities IncomeInvestment Trust PlcBlackrock Commodities SecuritiesIncome Company LimitedGreat Ormond Street HospitalChildren’s CharityMill Street AssetManagement LLP (subject tovoluntary liquidation in 2014)Mill Street PartnershipManagement LLP (subject tovoluntary liquidation in 2015)The Friends Of The Children OfGreat Ormond StreetThe Mill Street Partnership LLP(subject to voluntary liquidation in2015)Woodford Patient Capital Trust plc

James Robinson Montanaro UK SmallerCompanies Trust plcPolar Capital Global HealthcareTrust plcLord Wandsworth CollegePCGH ZDP PLC

Fidelity European Values plcAberdeen New Thai InvestmentTrust PlcInvesco Asia Trust plcBritish Heart Foundation

Carla Stent Littlefish FX LtdMalherbe LimitedMarex Spectron Group LimitedMCS Advisory LimitedPost Office LimitedPower to Change Trust LimitedPower to Change Trustee LimitedSavernake Capital LimitedSavernake Technology LimitedSavernake Management LimitedThis Is The Big Deal Limited

Christian AidYWCA England & Wales

Karl Sternberg Alliance Trust PLCClipstone Industrial REIT plcHerald Investment Trust plcJupiter Fund Management PLCLowland Investment Company plcThe Monks Investment TrustPublic Limited CompanyRailway Pension InvestmentsLimitedIsland House Investments LLP

Friends Life Holdings plcFriends Life Group LimitedJPMorgan Income & GrowthInvestment Trust plc

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DirectorCurrent directorships andpartnerships

Past directorships andpartnerships

Rupert Dickinson N/A Absa Stockbrokers and PortfolioManagement (Pty) LimitedBarclays Stockbrokers LimitedBarclays SharedealingBarclays Equity Holdings LimitedBarclays Direct InvestingNominees LimitedBarclayshare Nominees LimitedBarclays Nominees (Branches)LimitedBarclays Nominees (Provincial)LimitedSharelink Nominees LimitedBarclays Global ShareplansNominee LimitedBarclays Singapore GlobalShareplans Nominee LimitedBarclays Direct InvestingNominees LimitedLombard Street Nominees LimitedPersonal Investment ManagementAnd Financial Advice Association

(b) The Directors, in the five years before the date of this Prospectus:

(i) have not had any convictions in relation to fraudulent offences;

(ii) have not been associated with any bankruptcies, receiverships or liquidations of anypartnership or company through acting in the capacity as a member of theadministrative, management or supervisory body or as a partner, founder or seniormanager of such partnership or company; and

(iii) have not been subject to any official public incrimination and/or sanctions bystatutory or regulatory authorities (including designated professional bodies) andhave not been disqualified by a court from acting as a member of theadministration, management or supervisory bodies of any issuer or from acting inthe management or conduct of the affairs of any issuer.

3.4 Major shareholders

(a) As at the date of this Prospectus, so far as the Directors are aware, no person otherthan those listed below was interested, directly or indirectly, in 3 per cent. or more of theCompany’s share capital:

Shareholder

Number ofManaged

CashShares



% ofissuedShare

Brewin Dolphin Limited 15,800 626,187 6,647,152 3.71

(b) None of the Shareholders has or will have voting rights attached to the JPM Elect Sharesheld by them which are different from the voting rights attached to any other JPM ElectShares in the same class in the Company. As at the date of this Prospectus, theCompany, insofar as is known to the Company, will not immediately following the Issuebe directly or indirectly owned or controlled by any single person or entity and there areno arrangements known to the Company the operation of which may subsequently resultin a change of control of the Company. There are no provisions in the Articles that would

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have the effect of delaying, deferring or preventing a change of control of the Company.The Articles do not prescribe any ownership threshold above which shareholderownership must be disclosed.

(c) All Shareholders have the same voting rights in respect of the share capital of theCompany.

4 The ArticlesThe Articles contain, inter alia, material provisions to the following effect:

4.1 Articles

The JPM Elect Shares shall have the rights and privileges attached to them as are set out inthe Articles.

(a) Establishment of the Pools

The Directors shall create and maintain the Pools in accordance with the restructuring ofthe Company described in the circular to the Company’s shareholders dated28 November 2003, so that the investments and other assets of the Pools shall be heldand maintained separately, or shall otherwise be distinguishable from each other. Anyincrease or diminution in the value of the investments or assets of a Pool shall beapplied to that Pool.

(b) Return of Assets

On a return of assets, on liquidation or otherwise the surplus assets of the Companyavailable for distribution first will be paid to the holders of Redeemable Shares, pro ratafrom the assets attributable to the Pools over which the Redeemable Shares had rightsbefore they were so classified. The amount paid in respect of each such share will bethe nominal amount thereof and shall in no circumstances exceed that nominal amount.

On a return of assets, on liquidation or otherwise, the surplus assets of the Companyavailable for distribution secondly will be paid to the holders of the Founder Shares, prorata from the assets attributable to the Pools, in respect of each such share the amountpaid up thereon and shall in no circumstances exceed that amount.

On a return of assets, on a liquidation or otherwise, the surplus assets of the Companycomprised in any of the Managed Income Pool, Managed Growth Pool, Managed CashPool or Repurchase Pool after payment of all debts and satisfaction of those liabilitiesincurred by the Company relating to the management of the assets attributable to theshares of the relevant Pool and any borrowings or indebtedness associated with therelevant Pool, including the Share Liabilities not otherwise paid and satisfied, shall bepaid to the holders of the shares of the particular Pool and distributed amongst suchholders rateably according to the amounts paid up on the relevant shares held by themrespectively.

On a return of assets, the holders of the Deferred Shares and the Deferred C Sharesshall not be entitled to any repayment of capital (except for whichever is the lesser of:

(i) 1p per Deferred Share or Deferred C Share; or

(ii) the nominal value of each such Deferred Share or Deferred C Share, payable (ineither such case) only after the sum of £10,000 has been paid in respect of eachManaged Income Share, Managed Growth Share, Managed Cash Share andRepurchase Share).

If, in the course of the liquidation of the Company, an amount of a debt or liability whichis attributable to one Pool is met in whole or in part from assets attributable to any otherPool or Pools then assets of the first mentioned Pool of a value (conclusively determinedby the Board) equivalent to such amount shall become attributed to the Pool or Poolsfrom which the debt or liability has been met.

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If, in the course of liquidation of the Company the assets attributable to a particular Poolare insufficient to satisfy the Share Liabilities attributable to that Pool and that Pool’s prorata share of any other liabilities, the outstanding liabilities shall be attributed to the otherPools pro rata to the net assets of the respective Pools at whichever is the later of:

(i) the last day of the preceding financial year; or

(ii) the immediately preceding Conversion Date.

(c) Voting

Holders of shares with rights over a Pool shall have the right to receive notice of and toattend and vote at any general meeting of the Company. At a general meeting on a showof hands a holder of a class of share who is present shall have one vote and on a poll aholder of a class of share who is present shall, in respect of that class of share, have anumber of votes equal to the relevant Share Voting Number for that class, multiplied bythe number of shares of that class held by the holder of that class of shares.

Notwithstanding the above, holders of shares with rights over a Pool shall not have theright to vote at a general meeting of the Company on the declaration of a dividendrelating to shares with rights over other Pools, on changes (material or otherwise) to theinvestment policy of other Pools, or the termination of any such appointment or the terms(including any amendment or variation thereof) of any contract appointing a manager toother Pools, or on any other resolutions which the Board determines are not relevant tothe holders of the shares in that Pool.

The Company shall not, without the previous sanction of a special resolution of theholders of the shares with rights over a particular Pool, passed at a separate meeting ofsuch holders convened and held in accordance with the provisions of the Articles:

(i) pass a resolution to reduce the share capital or share premium of the Companyattributable to the shares with rights over the relevant Pool in any manner; or

(ii) pass a resolution to alter, increase, consolidate, divide, cancel or purchase by theCompany its share capital, except:

(A) as required on a conversion of shares or in circumstances contemplated inArticle 10 of the Articles;

(B) to authorise the purchase by the Company, pursuant to chapter 4 of Part 18 ofthe 2006 Act of such number of shares as shall together constitute not morethan 15 per cent. of any class of the equity shares of the Company (or suchhigher number as shall be permitted by the Listing Rules from time to time) asat the date of such resolution and so that:

(1) the purchase of shares with rights over any other Pool shall be deemednot to constitute a variation of the class rights of holders of shares withrights over the Pool; and

(2) there shall be no limit to the number of such resolutions which may bepassed;

(C) to authorise the purchase of Deferred Shares or Deferred C Shares, pursuantto Chapter 4 of Part 18 of the 2006 Act for a nominal consideration and sothat the purchase of Deferred Shares shall be deemed not to constitute avariation of the class rights of holders of shares; or

(iii) pass a resolution to authorise the issue and allotment of any security convertibleinto any share capital of the Company except:

(A) as required on a conversion of shares in the manner contemplated inArticle 10 of the Articles;

(B) to authorise the allotment by the Company, pursuant to section 551 of the2006 Act of relevant securities or any security convertible into any sharecapital of the Company up to an aggregate nominal amount not exceeding onethird of the then issued share capital of the Company as shown in the thenlatest published annual accounts of the Company;

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(C) to authorise the allotment by the Company, pursuant to sections 570, 571 and573 of the 2006 Act of equity securities or any security convertible into anyshare capital of the Company for cash on a non- pre-emptive basis, of theentire unissued share capital of the Company as shown in the then latestpublished annual accounts of the Company and so that section 561 of the2006 Act does not apply to the allotment of such equity securities or anysecurity convertible into any share capital of the Company; or

(iv) pass a resolution for the voluntary winding-up of the Company; or

(v) alter the Articles of the Company in such a way as to materially affect the classrights of holders of shares of the relevant Pool; or

(vi) pass a resolution authorising a liquidator to distribute assets of the Companyattributable to the Pool on a winding-up of the Company; or

(vii) pass a resolution sanctioning borrowings of the Company in excess of the limitimposed in the Articles.

Neither the holders of the Redeemable Shares nor, so long as there are Managed CashShares, Managed Growth Shares or Managed Income Shares in issue, the holders of theFounder Shares will have the right to receive notice of, or vote at, any general meetingsof the Company. In such circumstances, each holder of a Founder Share who is presentin person (or, being a corporation, by representative) at a general meeting will have on ashow of hands one vote and on a poll every such holder who is present in person or byproxy (or, being a corporation, by representative) will have one vote in respect of eachFounder Share held by him.

The holders of the Deferred Shares and the Deferred C Shares shall not be entitled toreceive notice of, attend or vote at a general meeting of the Company.

Until the relevant C Share Conversion the consent of each of

(i) the holders of each class of relevant C Shares as a class; and

(ii) the holders of each class of relevant Existing Ordinary Shares as a class shall berequired to approve, and accordingly the special rights attached to the relevantC Shares and the relevant Existing Ordinary Shares shall be deemed to be varied,inter alia, by:

(A) any alteration to the Articles; or

(B) any alteration, increase, consolidation, division, sub-division, cancellation,reduction or purchase by the Company of any issued or authorised sharecapital of the Company other than (i) pursuant to Article 10(ii), (ii) on therelevant C Share Conversion, and (iii) on the repurchase of Deferred C Sharesin accordance with the provisions of the Articles; or

(C) any allotment or issue of any security convertible into or carrying a right tosubscribe for any share capital of the Company or any other right to subscribeor acquire share capital of the Company; or

(D) the passing of any resolution to wind up the Company; or

(E) the selection of any accounting reference date other than 31 August.

(d) Conversion of shares

Subject to Article 10 of the Articles, each holder of shares having rights over a Pool(other than the Repurchase Pool) shall be entitled as set out in the Articles, to convert allor any of his/her shares into shares having rights over the Managed Cash Pool, ManagedGrowth Pool or Managed Income Pool). The Board shall reclassify such shares inaccordance with and subject to the procedure set out in Article 10 of the Articles.

In relation to any shares that are in certificated form on any Conversion Date, or DeferredConversion Date, the right to convert shall be exercised (and treated by the Company asexercised) on that Conversion Date or Deferred Conversion Date, if a notice in such formas the Board may from time to time prescribe (a Certificated Conversion Notice) is

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duly completed and lodged with the Registrars at any time during the Conversion NoticePeriod ending immediately prior to that Conversion Date or Deferred Conversion Date, asthe case may be, together with such other evidence (if any) as the Board mayreasonably require of title and claim of the person exercising such right to convert.

In relation to any shares that are in uncertificated form on any Conversion Date orDeferred Conversion Date, as the case may be, the right to convert shall be exercised(and treated by the Company as exercised) on that Conversion Date or DeferredConversion Date, as the case may be, if an Uncertificated Conversion Notice is receivedas referred to below at any time during the Conversion Notice Period ending immediatelyprior to that Conversion Date or Deferred Conversion Date, as the case may be.

A Conversion Notice once lodged, in the case of Certificated Conversion Notice, orreceived, in the case of an Uncertificated Conversion Notice, may not be withdrawnwithout the consent in writing of the Board. To be effective, a Conversion Notice orUncertificated Conversion Notice must specify the number of Converting Shares whichare to be converted, which number must not, in the case of a class of share, be lessthan 1,000. The Board may permit different arrangements to apply to nominee holders orother holders at its discretion.

Conversion of such Converting Shares as are due to be converted on any ConversionDate shall be effected in accordance with Articles 10(H) to 10(J) of the Articles.

The assets transferred in connection with any conversion of Converting Shares toResulting Shares and the accounting treatment of such transfers shall be determined byor in accordance with guidelines set by the Board.

The Company will use its reasonable endeavours to procure that shares arising onconversion (other than Deferred Shares) are admitted to the Official List of the FCA andadmitted to trading by the London Stock Exchange.

Shares arising on conversion (other than Deferred Shares) shall carry the right to receiveall dividends and other distributions declared, paid or made on the shares having rightsover the Resulting Pool by reference to a record date falling after the ConversionCalculation Time at which they arise, but not by reference to a record date falling beforethat Conversion Calculation Time and shall otherwise rank pari passu, in all respects withthe shares having rights over the Resulting Pool then in issue and fully paid.

The Board has set guidelines for the determination of the value of investments, currentassets and liabilities of the Company used in the calculation of the ratio to be used inthe conversion which is set out in the Articles. These guidelines include the method ofvaluing quoted and unquoted investments, the treatment of any non- sterling denominatedinvestments, assets or liabilities, the accrual policy for income and expenses and suchother matters as the Board considers appropriate. The Board shall be entitled to makesuch changes to the guidelines as may be fair and reasonable, subject to the approval ofthe auditors from time to time of the Company.

The Board may make changes to some parts of the procedure set out in the Articlesrelating to the conversion of the shares.

The Board may, having consulted with the auditors, dissolve the Managed Growth Pool orManaged Income Pool or Managed Cash Pool or Pools (“Dissolving Pool”) if the netassets of the relevant Pool are less than £5 million. The Board shall discharge the ShareLiabilities attributable to the Dissolving Pool from the assets attributable to that Pool. Anyexisting holders of shares with rights over that Pool shall be deemed to have elected toconvert their shareholding in accordance with the Articles and their shares shall beconverted into the shares of another Pool, as determined by the Board in its absolutediscretion, in accordance with Articles 10(H) to 10(J) of the Articles.

The Company shall comply with all legislation and regulations in force from time to timein dissolving such Dissolving Pool and removing its shares from the Official List of theFCA and trading on the London Stock Exchange.

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The Board may at any time set a maximum number of Managed Cash Shares, ManagedGrowth Shares or Managed Income Shares which may be converted on any ConversionDate and may change such maximum in their absolute discretion from time to time. If thislimit is exceeded the number of Managed Cash Shares, Managed Growth Shares orManaged Income Shares shall be reduced pro rata according to the number of ManagedCash Shares, Managed Growth Shares or Managed Income Shares to which each suchConversion Notice relates and each such Conversion Notice will be deemed not to applyto the balance of the Managed Cash Shares, Managed Growth Shares or ManagedIncome Shares to which it would otherwise apply.

(e) Reclassification of Managed Cash Shares and Repurchase of Managed Cash Shares andRepurchase Shares

The Managed Cash Shares may, at the discretion of the Board, be reclassified asRepurchase Shares, but not unless the holder thereof has requested this in the mannerand subject to the provisions set out in the Articles.

Where Managed Cash Shares are to be converted into Repurchase Shares pursuant tothe provisions of the Articles, each Managed Cash Share will be reclassified as a fullypaid Repurchase Share with a nominal value equal to the nominal value of the ManagedCash Shares immediately before such reclassification.

The Repurchase Shares to which a holder is entitled on reclassification of ManagedCash Shares will rank pari passu in all respects and form one class with any otherRepurchase Shares issued on the same day.

The Board may in its absolute discretion from time to time decide the manner in whichManaged Cash Shares are to be reclassified as Repurchase Shares, subject to theprovisions of the Articles the 2006 Act, the CREST Regulations and every other statutefor the time being in force concerning companies and affecting the Company.

(f) C Share Issue Rights and Conversion – Dividends

Holders of C Shares are not entitled to receive, in that capacity, and shall not be paid,any dividends.

No dividend or other distribution shall be declared, made or paid by the Company on anyof its Shares by reference to a record date falling between the relevant C ShareCalculation Date and the relevant C Share Conversion Date, in each case inclusive.

The New Ordinary Shares arising on C Share Conversion shall rank in full for alldividends and other distributions declared after the relevant C Share Conversion Sate,and the Board shall have the discretion to determine the rankings relating to the NewOrdinary Shares for such dividends as were declared before the relevant C ShareConversion Date.

The relevant Deferred C Shares shall entitle the holders thereof to a dividend at a fixedrate of 0.01 per cent. of the nominal amount thereof (the Deferred C Share Dividend)on the date six months after the relevant C Share Conversion Date.

(g) C Share Issue Rights and Conversion – Rights as to Capital

The capital and assets of the Company shall on a winding up or on a return of capitalprior, in each case, to the relevant C Share Conversion be applied as follows:

(i) first, the relevant C Share Surplus shall be divided among holders of the relevantC Shares pro rata according to their holdings of those Shares; and

(ii) secondly, if there are for the time being Deferred C Shares in issue, in paying tothe Deferred C Shareholders whichever is the lesser of: (a) 1p per DeferredC Share; or (b) the nominal value of each such Deferred C Share in respect ofeach Deferred C Share of which they are respectively the holders, payable (in eithersuch case) only after the sum of £10,000 has been repaid in respect of eachOrdinary Share, Managed Cash Share and Repurchase Share.

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(h) C Share Issue Rights and Conversion – Voting Rights

Except as provided in paragraph 4.1(k) below, the C Shares shall not carry any right toattend or vote at any general meeting of the Company. The Deferred C Shares shall notcarry any right to receive notice of, to attend or vote at any general meeting of theCompany.

(i) C Share Issue Rights and Conversion – Redemption

The C Shares are issued on terms that the Deferred C Shares, but not the New OrdinaryShares arising on the relevant C Share Conversion, shall be redeemable by theCompany in accordance with the terms set out in the Articles.

The Company shall not be obliged to issue share certificates to the holders of theDeferred C Shares in respect of the Deferred C Shares and shall not be obliged toaccount to any holder of Deferred C Shares for the redemption monies in respect ofsuch shares unless the relevant holder applies to the Company in writing requestingpayment of the said redemption monies.

The Company may issue renounceable letters of allotment to the holders of C Shares inrespect of the C Shares but shall not be obliged to issue definitive certificates in respectof the C Shares.

(j) C Share Issue Rights and Conversion – Conversion

C Shares shall be sub-divided and converted into Ordinary Shares and DeferredC Shares on the relevant C Share Conversion Date in accordance with the conversionprocess set out at Article 13(I) of the Articles.

(k) C Share Issue Rights and Conversion – Class Consents and Variation of Rights

Until the relevant C Share Conversion the consent of each of: (i) the holders of eachclass of relevant C Shares as a class; and (ii) the holders of each class of relevantExisting Ordinary Shares as a class shall be required to approve and accordingly thespecial rights attached to the relevant C Shares and the relevant Existing OrdinaryShares shall be deemed to be varied, inter alia, by:

(i) any alteration to the Articles; or

(ii) any alteration, increase, consolidation, division, sub-division, cancellation, reductionor purchase by the Company of any issued or authorised share capital of theCompany other than:

(A) pursuant to Article 10(ii) of the Articles;

(B) on the relevant C Share Conversion; and

(C) on repurchase of Deferred C Shares in accordance with the provisions of theArticles;

(iii) any allotment or issue of any security convertible into or carrying a right tosubscribe for any share capital of the Company or any other right to subscribe oracquire share capital of the Company;

(iv) the passing of any resolution to wind up the Company; or

(v) the selection of any accounting reference date other than 31 August.

(l) C Share Issue Rights and Conversion – Undertakings

Until the relevant C Share Conversion and without prejudice to its obligations under theCompanies Acts, the Company shall:

(i) procure that the Company’s records and bank accounts shall be operated so thatthe assets attributable to the relevant C Fund can, at all times, be separatelyidentified and, in particular but without prejudice to the generality of the foregoing,the Company shall, without prejudice to any obligations pursuant to the CompaniesActs, procure that a separate cash pool account, investment settlement account andincome account shall be created and maintained in the books of the Company forthe assets attributable to the relevant C Fund;

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(ii) allocate to the assets attributable to the relevant holders of C Shares suchproportion of the expenses and liabilities of the Company incurred or accruedbetween the date of issue of the C Shares and the relevant C Share CalculationDate (both dates inclusive) as the Directors fairly consider to be allocable to therelevant C Fund; and

(iii) give appropriate instructions to the relevant manager to manage the Company’sassets so that such undertakings can be complied with by the Company.

(m) C Share Issue Rights and Conversion – The Conversion Process

Pursuant to the procedure set out in the Articles the Directors shall procure that withineight business days of the relevant C Share Calculation Date, both the relevant C ShareConversion Ratio as at the C Share Calculation Date and the numbers of New OrdinaryShares and Deferred C Shares to which each holder of C Shares shall be entitled on therelevant C Share Conversion, shall be calculated.

On the relevant C Share Conversion Date, the C Shares held by each registered holderof such C Shares shall be converted into that number of New Ordinary Shares resultingfrom multiplying the number of such C Shares by the C Share Conversion Ratio but sothat:

(i) if the aggregate nominal value of the C Shares is greater than the aggregatenominal value of the New Ordinary Shares which would arise upon such conversion:

(A) the C Shares shall be consolidated, sub-divided and converted into suchnumber of New Ordinary Shares as aforesaid; and

(B) one Deferred C Share shall also arise in respect of each C Share with anominal value equal to the difference between the aggregate nominal value ofthe C Shares and the aggregate nominal value of the resulting New OrdinaryShares divided by the number of Deferred Shares so created; and

(ii) if the aggregate nominal value of the C Shares is less than the aggregate nominalvalue of the New Ordinary Shares which would arise upon such conversion:

(A) the C Shares shall be consolidated, sub-divided and converted into NewOrdinary Shares with a nominal value equal to the aggregate nominal value ofsuch C Shares divided by the number of New Ordinary Shares thereby arising;and

(B) contemporaneously with the conversion of the C Shares, each share of theclass into which the C Shares are being converted (other than the NewOrdinary Shares arising on such conversion and any shares of that classwhich are C Shares) shall be sub-divided into New Ordinary Shares with anominal value equal to the nominal value determined pursuant to Article 13(I)(iv)(a) and a Deferred C Share with a nominal value equal to the differencebetween the nominal value of a New Ordinary Share immediately prior to suchsub-division and the nominal value referred to in Article 13(I)(iv)(a) of theArticles

The New Ordinary Shares and Deferred C Shares arising upon the relevant C ShareConversion shall be divided among the former C Shareholders immediately prior to therelevant C Share Conversion pro rata according to their respective former holdings of therelevant C Shares (provided always that the Directors may deal in such manner as theythink fit with fractional entitlements to New Ordinary Shares and Deferred C Sharesarising upon C Share Conversion including, without prejudice to the generality of theforegoing, selling any such shares representing such fractional entitlements and retainingthe proceeds for the benefit of the Company).

Forthwith upon the relevant C Share Conversion, the renounceable letters of allotmentrelating to the C Shares shall be cancelled and the Company shall issue to each formerC Shareholder certificates in respect of the New Ordinary Shares which have arisen uponthe relevant C Share Conversion or, in the case of uncertificated shares, the Board shallact in accordance with the procedures set out in the Uncertificated SecuritiesRegulations.

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Forthwith upon the relevant C Share Conversion, the rights attaching to the relevantC Shares under the Articles shall lapse and forthwith upon redemption of the DeferredC Shares the rights attaching to the Deferred C Shares under the Articles shall lapse orin the case of uncertificated shares the Board shall act in accordance with theprocedures set out in the Uncertificated Securities Regulations.

(n) Conversion of Redeemable Shares

The Shares (excluding the Redeemable Shares) are liable, at the option of the Board onany Conversion Date in the manner and subject to the provisions of the Articles, to beconverted into Redeemable Shares, provided that no Share may be so converted unlessthe holder has requested that they be so converted in the manner and subject to theprovisions of the Articles.

The Shares to be converted will be converted into such number of fully paid RedeemableShares as have an aggregate nominal value equal to the aggregate Net Asset Value ofthe Shares to be converted on the relevant conversion date. For the purpose of thisparagraph Net Asset Value means the net asset value of the relevant Shares calculatedin accordance with the guidelines from time to time published by the AIC or on suchother basis as the Board may determine.

If as a result of conversion relevant holders would otherwise become entitled to fractionsof a Redeemable Share, such fractions will not be allotted and relevant holders’entitlements will be rounded down to the nearest whole number of Redeemable Shares.

The Board may at any time set a maximum number of Shares to be converted intoRedeemable Shares on any Conversion Date and may change such maximum in theirabsolute discretion from time to time. The number of Shares to be converted shall bereduced pro rata if the maximum number is exceeded.

The Redeemable Shares to which a holder is entitled on conversion of the Shares will(save as regards ranking for dividend) rank pari passu in all respects and form one classwith any other Redeemable Shares then in issue.

Shares which are converted on a Conversion Date into Redeemable Shares will not rankfor any dividend declared or paid on the shares after the Conversion Date.

(o) Rights as to redemption

Each holder of Redeemable Shares may in accordance with the procedure set out in theArticles redeem the whole or any number of Redeemable Shares comprised in hisholding of Redeemable Shares at par together with the amount of any accruals of thepreferential dividend, to be calculated down to and including the Redemption Date, to bepayable whether or not the preferential dividend has been declared or earned. For thispurpose “Redemption Date” means each Conversion Date and any other date determinedby the Directors. On 31 July 2050 the Company will redeem at par any RedeemableShares remaining in issue provided that this may not be done if it will mean there are notShares in issue.

The Company shall not be liable for any loss or damage suffered or incurred by anyholder of Shares or Redeemable Shares or any other person as a result of or arising outof late settlement, howsoever such loss or damage may arise.

As from the redemption date, the fixed preferential dividend ceases to accrue in respectof Redeemable Shares unless:

(i) in the case of certificated Redeemable Shares, on the presentation of the certificate(or certificates) for the shares to be redeemed and a receipt for the redemptionmoneys signed and authenticated in such manner as the Board require, payment ofthe redemption moneys is refused; or

(ii) in the case of uncertificated Redeemable Shares, the procedures stated in theredemption notice have been complied with and payment of the redemption moneysis refused.

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(p) Declarations and other Distributions – Declaration of Dividends by the Company

Subject to Article 9 of the Articles, the Company may by ordinary resolution declaredividends in accordance with the respective rights of the members, but no dividend shallexceed the amount recommended by the Directors.

The Directors may pay interim dividends if it appears to them that they are justified bythe profits of the Company available for distribution. If the share capital is divided intodifferent classes, the Directors may pay interim dividends on shares which conferdeferred or non- preferred rights with regard to dividend as well as on shares whichconfer preferential rights with regard to dividend, but no interim dividend shall be paid onshares carrying deferred or non- preferred rights if, at the time of payment, anypreferential dividend is in arrear. The Directors may also pay at intervals settled by themany dividend payable at a fixed rate if it appears to them that the profits available fordistribution justify the payment. If the Directors act in good faith they shall not incur anyliability to the holders of shares conferring preferred rights for any loss they may suffer bythe lawful payment of an interim dividend on any shares having deferred or non-preferredrights.

(q) Managed Cash, Managed Growth, Managed Income and Repurchase Shares

The holders of the Managed Income, Managed Growth, Managed Cash and RepurchaseShares shall have the right to receive the revenue profits of the Company (includingaccumulated revenue reserves) attributable to the Pool relating to those Shares andavailable for distribution and determined to be distributed by way of interim or finaldividend at such times as the Board may determine. In respect of any financial year, tothe extent that there remain outstanding revenue profits of the Company attributable to aPool and accumulated revenue reserves of the Company as a whole, the Board maydetermine to distribute such profits and reserves by way of dividend to holders of theShares with rights over that Pool taking into account the number of Converting Shares insuch financial year based upon the distribution policy stated.

No dividend shall be paid otherwise than out of profits available for distribution inaccordance with the Companies Acts. Any surplus over the book value derived from thesale or realisation of any capital asset and any other sums representing capital profitswithin the meaning of section 833(2) of the 2006 Act or other accretions to capitalassets, including in particular any sums resulting from the writing up of the book valuesof any capital assets and any surpluses arising from the realisation of investments, shallnot be available for dividend or any other distribution otherwise than by way of theredemption or purchase of any of the Company’s shares in accordance with Chapter 3 or4 of Part 18 of the 2006 Act.

(r) Declarations and other Distributions – Redeemable Shares

The Redeemable Shares shall entitle the holders to a preferential dividend at a fixed rateof 0.01 per cent. of the nominal amount of each Redeemable Share. Such dividend willbe payable in priority to the payment of a dividend to the holders of any other class ofshare of the Company pro rata from the assets attributable to the Pools over which theRedeemable Shares had rights before they were classified as such, but the RedeemableShares do not confer any further right to participate in the Company’s profits.

(s) Declarations and other Distributions – Founder Shares

The Founder Shares shall entitle the holders to a preferential dividend at a fixed rate of0.01 per cent. of the nominal amount of each of the Founder Shares, payable annually,such dividend to be borne by the Pools pro rata. Such dividend will be payable afterpayment of a dividend to the holders of any other class of share and the Founder Sharesconfer no other right to participate in the Company’s profits.

(t) Declarations and other Distributions – Deferred Shares

The Deferred Shares shall entitle the holders to a dividend at a fixed rate of 0.001 percent., of the total nominal amount thereof.

(u) Declarations and other Distributions – C Shares and Deferred C Shares

Shall have the rights to dividends as set out at 4.1(f) above

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(v) Declarations and other Distributions – Dividends Not in Cash

Any general meeting declaring a dividend may, upon the recommendation of the Board,direct that it shall be satisfied wholly or partly by the distribution of specific assets, and inparticular of fully paid shares or debentures of any other company.

(w) Declarations and other Distributions – Scrip Dividends

The Directors may, if authorised by an ordinary resolution, subject to the class votingrights of the shareholders, offer any holders of Shares the right to elect to receiveManaged Cash Shares, Managed Growth Shares or Managed Income Sharesrespectively, credited as fully paid, instead of cash in respect of the whole (or some part,to be determined by the directors) of any dividend specified by the ordinary resolution.

(x) Declarations and other Distributions – Forfeiture of Unclaimed Dividends

Any dividend which has remained unclaimed for 12 years from the date when it becamedue for payment shall, if the Directors so resolve, be forfeited and cease to remain owingby the Company.

(y) Declarations and other Distributions – Uncashed Dividends

The Company may cease to send any cheque or warrant (or to use any other method ofpayment) for any dividend payable in respect of a share if:

(i) in respect of at least two consecutive dividends payable on that share the chequeor warrant has been returned undelivered or remains uncashed (or that othermethod of payment has failed); or

(ii) following one such occasion, reasonable enquiries have failed to establish any newaddress or account of the person entitled to the payment,

but, subject to the provisions of the Articles, may recommence sending cheques orwarrants (or using another method of payment) for dividends payable on that share if theperson or persons entitled so request and have supplied in writing a new address oraccount to be used for that purpose.

(z) Variation of Rights

Subject to the Articles all or any of the rights attached to any class of shares may bechanged if this is approved either in writing by shareholders holding not less than three-quarters in nominal value of the issued Shares of that class, or, in the case of Shareswith rights over a Pool, not less than three- fourths of the NAV (as defined in Article 9 ofthe Articles) of that Pool (excluding any shares of that class held as treasury shares), orby a special resolution passed at a separate general meeting of the holders of thoseshares (a class meeting). At every such class meeting (except an adjourned meeting)the quorum is two persons holding or representing by proxy not less than one-third innominal value or, in the case of Shares with rights over a Pool, not less than one-third ofthe NAV (as defined in Article 9 of the Articles) of the issued shares of that class(excluding any shares of that class held as treasury shares), (but so that at anyadjourned meeting one holder entitled to vote and present in person or by proxy(whatever the number of shares held by him) shall be a quorum), that every holder ofshares of the class present in person or by proxy and entitled to vote shall be entitled ona poll in the case of holders of shares which do not have rights over a Pool to one votefor every share of the class held by him (subject to any rights or restrictions attached toany class of shares) and, in the case of holders of shares which have rights over a Poolas such voting rights are described in Article 9 of the Articles. Any holder of shares ofthe class present in person or by proxy and entitled to vote may demand a poll. Theforegoing provisions of this paragraph shall apply to the variation of the special rightsattached to some only of the shares of any class as if each group of shares of the classdifferently treated formed a separate class and their special rights were to be varied.

(aa) Alteration of Share Capital

The Company may by ordinary resolution;

(i) consolidate and divide all or any of its share capital into shares of larger amountthan its existing shares;

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(ii) sub-divide its shares, or any of them, into shares of smaller amount than its existingshares; and

(iii) determine that, as between the shares resulting from such a sub-division, any ofthem may have any preference or advantage as compared with the others,

and where any difficulty arises in regard to any consolidation or division, the Directorsmay settle such difficulty as they see fit. In particular, without limitation, the Directors maysell to any person (including the Company) the shares representing the fractions for thebest price reasonably obtainable and distribute the net proceeds of sale in due proportionamong those members or retain such net proceeds for the benefit of the Company and:

(A) in the case of shares in certificated form, the Directors may authorise anyperson to execute an instrument of transfer of the shares to the purchaser or aperson nominated by the purchaser; and

(B) in the case of shares in uncertificated form, the Directors may, to enable theCompany to deal with the shares in accordance with the provisions of thisarticle, require the Operator of a relevant system to convert the shares intocertificated form; and after such conversion, authorise any person to executean instrument of transfer and/or take such other steps (including the giving ofdirections to or on behalf of the holder, who shall be bound by them) as theythink fit to effect the transfer.

The transferee shall not be bound to see to the application of the purchase money norshall his title to the shares be affected by any irregularity in or invalidity of theproceedings in reference to the sale.

(bb) Appointment of Directors

Directors may be appointed by shareholders by ordinary resolution or by the Directors.

A Director appointed by the Directors must retire from office at the first annual generalmeeting after his appointment. A Director who retires in this way is then eligible forelection but is not taken into account when deciding which and how many Directorsshould retire by rotation at that meeting.

(cc) Retirement of Directors by rotation

At every annual general meeting of the Company there shall retire from office by rotation:

(i) Directors who were in office at the time of the two previous annual generalmeetings and who did not retire at either of them; and

(ii) at least one third of the Directors. If the number retiring is not three or any multipleof three then the minimum number required to retire shall be the nearest to andless than one-third. Such Directors shall be those Directors who have been longestin office since their office since their last appointment or reappointment, but, asbetween persons who became or were last reappointed Directors on the same day,those to retire shall (unless they otherwise agree among themselves) be determinedby lot.

Any Director who is to retire at or prior to the annual general meeting for any reasonother than retirement by rotation under the Articles shall not be taken into account indetermining the number or identity of the Directors to retire by rotation at that meeting.

Any non-executive Director other than the chairman who has held office as a non-executive Director for nine years or more shall retire from office at each annual generalmeeting and shall be eligible for reappointment.

(dd) Removal of Directors by Special Resolution

The Company’s shareholders can by special resolution remove any Director before theexpiration of his period of office.

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(ee) Remuneration of Directors

Until otherwise determined by the Company by ordinary resolution, there shall be paid tothe Directors (other than alternate Directors) such fees for their services in the office ofdirector as the Directors may determine and not exceeding in the aggregate an annualsum of £200,000 or such larger amount as the Company may by ordinary resolutiondecide, divided between the Directors as they may determine, or, failing suchdetermination, equally. His/her fees shall be deemed to accrue from day to day and shallbe distinct from and additional to any remuneration or other benefits which may be paidor provided to any Director pursuant to any other provision of the Articles.

Notwithstanding the above, any Director who performs, or undertakes to perform,services which the Directors consider go beyond the ordinary duties of a Director may bepaid such additional remuneration (whether by way of fixed sum, bonus, commission,participation in profits or otherwise) as the Directors may determine.

The Directors may also be paid all reasonable expenses properly incurred by them inconnection with their attendance at meetings of the Directors or of committees of theDirectors or general meetings or separate meetings of the holders of any class of sharesor of debentures of the Company and any reasonable expenses properly incurred bythem otherwise in connection with the exercise of their powers and the discharge of theirresponsibilities in relation to the Company.

The Directors may appoint one or more of their number to the office of managingDirector or to any other executive office of the Company and any such appointment maybe made for such term, at such remuneration and on such other conditions as thedirectors think fit

(ff) Pensions and gratuities for Directors

The Directors may (by the establishment of, or maintenance of, schemes or otherwise)provide benefits, whether by the payment of allowances, gratuities or pensions, or byinsurance or death, sickness or disability benefits or otherwise, for any Director or anyformer Director of the Company or of any body corporate which is or has been asubsidiary of the Company or a predecessor in business of the Company or of any suchsubsidiary, and for any member of his family (including a spouse or civil partner or aformer spouse or former civil partner) or any person who is or was dependent on himand may (before as well, as after he ceases to hold such office) contribute to any fundand pay premiums for the purchase or provision of any such benefit.

(gg) Permitted interests of Directors

If the Companies Acts allow and provided he/she has disclosed the nature and extent ofhis/her interest to the Directors, a Director can: (i) have an interest in any transaction orarrangement with the Company or in which the Company is otherwise interested; and(ii) may be a director or other officer of, or employed by, or a party to any transaction orarrangement with, or otherwise interested in, any body corporate in which the Companyis interested,

and

(i) he/she shall not, by reason of his/her office, be accountable to the Company for anybenefit which he/she derives from any such office or employment or from any suchtransaction or arrangement or from any interest in any such body corporate;

(ii) he/she shall not infringe his/her duty to avoid a situation in which he has, or canhave, a direct or indirect interest that conflicts, or possibly may conflict, with theinterests of the Company as a result of any such office or employment or any suchtransaction or arrangement or any interest in any such body corporate;

(iii) he/she shall not be required to disclose to the Company, or use in performing his/her duties as a Director of the Company, any confidential information relating tosuch office or employment if to make such a disclosure or use would result in abreach of a duty or obligation of confidence owed by him/her in relation to or inconnection with such office or employment;

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(iv) he/she may absent himself/herself from discussions, whether in meetings of theDirectors or otherwise, and exclude himself/herself from information, which will ormay relate to such office, employment, transaction, arrangement or interest; and

(v) no such transaction or arrangement shall be liable to be avoided on the ground ofany such interest or benefit.

(hh) Restrictions on voting

A Director shall not vote at a meeting of the Directors on any resolution concerning amatter in which he/she has, directly or indirectly, a material interest (other than an interestin shares, debentures or other securities of, or otherwise in or through, the Company),unless his/her interest arises only because the case falls within one or more of thefollowing sub-paragraphs:

(i) the resolution relates to the giving to him/her of a guarantee, security, or indemnityin respect of money lent to, or an obligation incurred by him/her for the benefit of,the Company or any of its subsidiary undertakings;

(ii) the resolution relates to the giving to a third party of a guarantee, security, orindemnity in respect of an obligation of the Company or any of its subsidiaryundertakings for which the Director has assumed responsibility in whole or part andwhether alone or jointly with others under a guarantee or indemnity or by the givingof security;

(iii) the resolution relates to the giving to him/her of any other indemnity which is onsubstantially the same terms as indemnities given or to be given to all of the otherDirectors and/or to the funding by the Company of his/her expenditure on defendingproceedings or the doing by the Company of anything to enable him/her to avoidincurring such expenditure where all other Directors have been given or are to begiven substantially the same arrangements;

(iv) the resolution relates to the purchase or maintenance for any Director or Directorsof insurance against any liability;

(v) his/her interest arises by virtue of his/her being, or intending to become, aparticipant in the underwriting or sub-underwriting of an offer of any shares in ordebentures or other securities of the Company for subscription, purchase orexchange;

(vi) the resolution relates to an arrangement for the benefit of the employees andDirectors and/or former employees and former Directors of the Company or any ofits subsidiary undertakings, and/or the members of their families (including a spouseor civil partner or a former spouse or former civil partner) or any person who is orwas dependent on such persons, including but without being limited to a retirementbenefits scheme and an employees’ share scheme, which does not accord to anyDirector any privilege or advantage not generally accorded to the employees and/orformer employees to whom the arrangement relates;

(vii) the resolution relates to a transaction or arrangement with any other company inwhich he/she is interested, directly or indirectly, provided that he/she is not theholder of or beneficially interested in 1 per cent., or more of any class of the equityshare capital of that company (or of any other company through which his/herinterest is derived) and not entitled to exercise 1 per cent. or more of the votingrights available to members of the relevant company (and for the purpose ofcalculating the said percentage there shall be disregarded: (i) any shares held bythe Director as a bare or custodian trustee and in which he/she has no beneficialinterest; (ii) any shares comprised in any authorised unit trust scheme in which theDirector is interested only as a unit holder; and (iii) any shares of that class held astreasury shares).

Where proposals are under consideration concerning the appointment (including the fixingor varying of terms of appointment) of two or more Directors to offices or employmentswith the Company or any body corporate in which the Company is interested, theproposals may be divided and considered in relation to each Director separately and

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(provided he/she is not by virtue of paragraph (vii) directly above, or otherwise under thatparagraph, or for any other reason, precluded from voting) each of the Directorsconcerned shall be entitled to vote and be counted in the quorum in respect of eachresolution except that concerning his/her own appointment.

The Company may by ordinary resolution suspend or relax to any extent, in respect ofany particular matter, any provision of the Articles prohibiting a Director from voting at ameeting of the Directors or of a committee of the Directors.

(ii) Borrowing and other powers

The Directors shall restrict the borrowings of the Company and exercise all powers ofcontrol exercisable by the Company in relation to its subsidiary undertakings so as tosecure that:

(i) the aggregate principal amount (including any premium payable on final repayment)outstanding of all money borrowed by the Group (excluding amounts borrowed byany member of the Group from any other member of the Group, other than amountsto be taken into account under Article 104 (3)(c) (money borrowed by apartly-owned subsidiary undertaking and not owing to another member of theGroup) and Article 104 (3)(d) (money borrowed and owing to a partly-ownedsubsidiary undertaking by another partly-owned subsidiary undertaking) shall not atany time, save with the previous sanction of an ordinary resolution of the Company,exceed the Borrowing Limit; and

(ii) the aggregate principal amount (including any premium payable on final repayment)outstanding of all money borrowed in respect of any Pool (excluding amountsborrowed by any member of the Group from any other member of the Group, otherthan amounts to be taken into account under Article 104 (3)(c) (money borrowed bya partly-owned subsidiary undertaking and not owing to another member of theGroup) and Article 104 (3)(d) (money borrowed and owing to a partly-ownedsubsidiary undertaking by another partly-owned subsidiary undertaking) shall not atany time, save with the previous sanction of an ordinary resolution of the Company,exceed that proportion of the Borrowing Limit that the Net Asset Value (as definedin Article 9 of the Articles) of the relevant Pool bears to the Net Asset Value of theCompany as a whole,

and, for the purposes of this paragraph (ii), the “Borrowing Limit” shall be an amountequal to two times the aggregate of:

(A) the amount paid up, or credited as paid up, on the share capital of theCompany (excluding any share capital presented as debt); and

(B) the total of any credit balance on the distributable and undistributable reservesof the Group, but excluding amounts attributable to outside shareholders insubsidiary undertakings of the Company and deducting any debit balance onany reserve,

all as shown in the then latest audited consolidated balance sheet of the Group, butadjusted as may be necessary in respect of any variation in the paid up share capital orshare premium account or capital redemption reserve of the Company since the date ofthat balance sheet and further adjusted as the Directors may reasonably consider to beappropriate to reflect any change since that date in the companies comprising the Groupand, for the avoidance of doubt any balance representing the Company’s own shares(whether held pursuant to an employees’ share scheme (within the meaning of section1166 of the 2006 Act) or as treasury shares) shall reduce the reserves of the Group forthe purposes of sub-paragraph (B) of this paragraph (ii).

In this paragraph (ii) “the Group” means the Company and its subsidiary undertakings (ifany); and “subsidiary undertaking” means a subsidiary undertaking which falls to betreated as such in the audited accounts of the Group.

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(jj) Votes of Members

Subject to the provisions in the Articles relating to holders of shares which have rightsover a Pool and the variation of class rights and any other special terms as to votingupon which any shares may be issued or may at the relevant time be held and to anyother provisions of the Articles:

(i) on a show of hands:

(A) every member who is present in person has one vote;

(B) every proxy present who has been duly appointed by one or more membersentitled to vote on the resolution has one vote, except that if the proxy hasbeen duly appointed by more than one member entitled to vote on theresolution and is instructed by one or more of those members to vote for theresolution and by one or more others to vote against it, or is instructed by oneor more of those members to vote in one way and is given discretion as tohow to vote by one or more others (and wishes to use that discretion to votein the other way) he has one vote for and one vote against the resolution; and

(C) every corporate representative present who has been duly authorised by acorporation has the same voting rights as the corporation would be entitled to;

(ii) on a poll every member present in person or by duly appointed proxy or corporaterepresentative has one vote for every share of which he is the holder or in respectof which his appointment as proxy or corporate representative has been made.

(kk) Capital Reserve

The Board shall establish a reserve to be called the “capital reserve” and shall eithercarry to the credit of such reserve from time to time or apply in providing for depreciationor contingencies, all capital profits arising on the sale, transfer, conversion, payment of, orrealisation of any investments or other capital assets of the Company in excess of thebook value thereof, all other capital profits, and all unrealised appreciation of investmentsor other assets representing or in the nature of accretion to capital assets. Any lossesrealised on the sale, transfer, conversion, payment of or realisation of any investment orother capital assets and provisions in respect of the diminution in value or depreciation inthe value of capital assets shall be carried to the debit of the capital reserve except in sofar as the Board may in its discretion decide to make good the same out of other fundsof the Company.

The Board may determine whether any amount received by the Company is to be dealtwith as income or capital or partly one and partly the other. The Board may determinewhether any cost, liability or expense (including any costs incurred or sums expended inconnection with the management of the assets of the Company or any interest charge) isto be treated as a cost, liability or expense chargeable to capital or to revenue or partlyone and partly the other, having regard, inter alia, to the investment objectives of theCompany, and to the extent the Board determines that any such cost, liability or expenseshould reasonably and fairly be apportioned to capital the Board may debit or charge thesame to the capital reserve.

All sums carried and standing to the capital reserve may be applied for any of thepurposes to which sums standing to any reserve of the Company are applicable, exceptand provided that no part of the capital reserve or any sums representing capital profitswithin the meaning of section 833(2)(c) of the 2006 Act or any other monies in the natureof accretion to capital (including, without limitation, any surpluses arising from therealisation of investments) shall in any event be transferred to revenue account or beregarded or treated as profits of the Company available for dividend or other distributionotherwise than by way of the redemption or purchase of any of the Company’s ownShares in accordance with Chapter 3 or 4 of Part 18 of the 2006 Act.

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(ll) Shareholders Resident Abroad or on Branch Registers

Any Shareholder whose registered address is not within the United Kingdom can give theCompany a postal address within the United Kingdom at which notices or documentsmay be sent to him. Otherwise, a Shareholder whose address on the register is outsidethe United Kingdom is not entitled to receive any notice or document from the Company.

5 The City Code on Takeovers and Mergers5.1 Mandatory Bid

The Takeover Code applies to the Company. Under Rule 9 of the Takeover Code, if:

(a) any person acquires, whether by a series of transactions over a period of time orotherwise, an interest in shares which, when taken together with shares already held byhim or persons acting in concert with him, carry 30 per cent. or more of the voting rightsin the Company; or

(b) any person, together with persons acting in concert with him, is interested in shareswhich in the aggregate carry not less than 30 per cent. of the voting rights of theCompany but does not hold shares carrying more than 50 per cent. of such voting rightsand such person, or any person acting in concert with him, acquires an interest in anyother shares which increases the percentage of shares carrying voting rights in which heis interested,

(c) such person would be required (except with the consent of the Panel on Takeovers andMergers) to make a cash or cash alternative offer for the outstanding shares at a pricenot less than the highest price paid for any interests in the shares by the person or theirconcert parties during the previous 12 months. Such an offer must only be conditionalon:

(i) the person having received acceptances in respect of shares which (together withshares already acquired or agreed to be acquired) will result in the person and anyperson acting in concert with him holding shares carrying more than 50 per cent. ofthe voting rights; and

(ii) no reference having been made in respect of the offer to the Competition andMarkets Authority by either the first closing date, or the date when the offerbecomes or is declared unconditional as to acceptances, whichever is the later.

5.2 Compulsory Acquisition

(a) Under sections 974 to 991 of the 2006 Act, if an offeror acquires or contracts to acquire(pursuant to a takeover offer) not less than 90 per cent. of the shares (in value and byvoting rights) to which such offer relates it may then compulsorily acquire the outstandingshares not assented to the offer. It would do so by sending a notice to the other holdersof shares telling them that it will compulsorily acquire their shares and then, six weekslater, it would execute a transfer of the outstanding shares in its favour and pay theconsideration to the Company, which would hold the consideration on trust for theholders of those shares subject to the transfer. The consideration offered to the holderswhose shares are compulsorily acquired under the 2006 Act must, in general, be thesame as the consideration that was available under the takeover offer.

(b) In addition, pursuant to section 983 of the 2006 Act, if an offeror acquires or agrees toacquire not less than 90 per cent. of the shares (in value and by voting rights, pursuantto a takeover offer that relates to all the shares in the Company) to which the offerrelates, any holder of shares to which the offer relates who has not accepted the offermay require the offeror to acquire his shares on the same terms as the takeover offer.

(c) The offeror would be required to give any holder of shares notice of his right to bebought out within one month of that right arising. Such sell-out rights cannot be exercisedafter the end of the period of three months from the last date on which the offer can beaccepted or, if later, three months from the date on which the notice is served on theholder of shares notifying them of their sell-out rights. If a holder of shares exercises theirrights, the offeror is bound to acquire those shares on the terms of the offer or on suchother terms as may be agreed.

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6 Share options and share scheme arrangementsNo share or loan capital of the Company is under option or agreed conditionally orunconditionally to be put under option.

7 Investment restrictions7.1 The Company will at all times invest and manage its assets with the objective of spreading

investment risk and in accordance with its published investment policies as set out in Part 1 ofthis Prospectus.

7.2 The Listing Rules currently restrict the Company from investing more than 10 per cent. of itstotal assets in other listed closed-ended investment funds, save that this investment restrictiondoes not apply to investments in closed-ended investment funds which themselves havepublished investment policies to invest no more than 15 per cent. of their total assets in otherlisted closed-ended investment funds. The Company will comply with this investment restriction(or any variant thereof) for so long as such restriction remains applicable.

7.3 The Company intends to continue to conduct its affairs so as to qualify as an investment trustfor the purposes of sections 1158 and 1159 of the Corporation Tax Act 2010, and itsinvestment activities will therefore be subject to the restrictions set out under “Principalactivities of the Company” in paragraph 1.2 of this Part 7.

7.4 The Company must not conduct any trading activity which is significant in the context of itsgroup as a whole.

7.5 In the event of material breach of these investment restrictions applicable to the Company,Shareholders will be informed of the actions to be taken by the AIFM through anannouncement via a Regulatory Information Service.

8 Material agreementsThe following is a summary of each material contract, other than contracts entered into in theordinary course of business, to which the Company is a party or which contains any provisionunder which the Company has any obligation or entitlement which is material to it at the dateof this Prospectus.

8.1 Investment Management Agreement

(a) Pursuant to the Investment Management Agreement, the AIFM has been appointed asAIFM to the Company and is responsible for the management, including the portfoliomanagement and risk management, of the Company’s assets on behalf of the Companyfor the purposes of the AIFM Directive Requirements. The AIFM has delegatedresponsibility for portfolio management to the Investment Manager.

(b) In consideration for its services, the AIFM is entitled to a management fee. Themanagement fee is calculated and paid quarterly in arrear and is charged at the followingrates:

(i) Managed Growth assets: The management fee is 0.3 per cent. per annum onassets invested in JPMorgan managed funds and 0.6 per cent. per annum onassets invested in non- JPMorgan managed funds and direct investments.Investments in JPMorgan’s retail open-ended pooled funds qualify for a partialrebate of the underlying fee which is paid back to the Company.

(ii) Managed Income assets: There is no management fee on assets invested inJPMorgan managed funds. The management fee is 0.6 per cent. per annum onassets invested in non- JPMorgan managed funds and direct investments.Investments in JPMorgan’s retail open-ended pooled funds qualify for a partialrebate of the underlying fee.

(iii) Managed Cash assets: no management fee charged.

(c) The Investment Management Agreement may be terminated by either party giving to theother at least 12 months’ prior notice. The Investment Management Agreement may alsobe terminated by either party with immediate effect if the other has gone into liquidation(except a voluntary liquidation for the purposes of reconstruction or amalgamation on

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terms previously agreed in writing by the other party), administration or receivership (or ifsome event having an equivalent effect occurs), the Investment Management Agreementmay be terminated by the Company with immediate effect if the AIFM is unable to pay itsdebts as they fall due or has committed a material breach of the Investment ManagementAgreement and, where such breach is capable of remedy, fails to remedy the samewithin 30 days of notice of such breach being given or ceases, or takes steps to cease,to carry on its business or substantially the whole of its business, or makes or threatensto make any material alteration to the nature of its business, or ceases to hold thepermissions or any other authorisations necessary to the performance of its obligationsunder the Investment Management Agreement, or the AIFM ceases, without the priorapproval of the Board of the Company to be a subsidiary of JPMorgan Chase Co., or theCompany is required by any relevant regulatory authority to terminate the InvestmentManagement Agreement. The AIFM may terminate the Investment ManagementAgreement if the Board proposes a material change to the Investment Guidelines of suchsignificance that the AIFM would no longer be able to meet the requirements of theservice standard under the Investment Agreement, or in some circumstances where thereis a change to the Company’s thresholds, limits and risk tolerances.

(d) The Investment Management Agreement contains provisions for the indemnification bythe Company of the AIFM against claims by third parties made against the AIFM inconnection with its services under the Investment Management Agreement, except to theextent that the claim arises as a direct result of the negligence, wilful default or fraud ofthe AIFM.

8.2 Sponsor Agreement

(a) Pursuant to the Sponsor Agreement, Winterflood has conditionally agreed to act assponsor.

(b) The Company, the Directors and the AIFM have given certain warranties to Winterfloodrelating to the Issue which are usual for a contract of this nature and the Company andthe AIFM have separately agreed to indemnify Winterflood in respect of certain liabilitiesand expenses.

(c) The Sponsor Agreement is conditional, inter alia, on:

(i) the El Oro Scheme Resolutions being passed without material amendment at the ElOro Scheme Meeting;

(ii) Admission occurring not later than 8.00 am on 24 June 2019 or such later timeand/or date as may be agreed between the Company, the Investment Manager andWinterflood, not being later than 31 July 2019 2019; and

(iii) the Scheme becoming effective and not otherwise being withdrawn or abandoned inaccordance with its terms.

8.3 Transfer Agreement

Provided that the Scheme is approved by the El Oro Shareholders and becomes effective, ElOro will enter into the Transfer Agreement pursuant to the Scheme. The Transfer Agreementis, as at the date of this Prospectus, in a form agreed between the Company, the Liquidatorsand El Oro. The Transfer Agreement provides, among other things, that the assets of El Oro inthe Rollover Fund are to be transferred to the Company in consideration for the allotment bythe Company of New JPM Elect Shares to the Liquidators, as nominees for the Eligible El OroShareholders entitled to them in accordance with the Scheme. Thereafter, the Liquidators willrenounce the allotments of the New JPM Elect Shares in favour of such Eligible El OroShareholders and such New JPM Elect Shares will be issued by the Company to such EligibleEl Oro Shareholders pursuant to the Scheme. The Transfer Agreement excludes any liability onthe part of the Liquidators for entering into and carrying into effect the Transfer Agreement orthe Scheme.

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8.4 Depositary Agreement

(a) The Depositary, the Company and the AIFM have entered into the Depositary Agreement.Under the terms of the Depositary Agreement the safekeeping of the Company’s assetswill be entrusted to the Depositary who will be required to provide depositary services tothe Company in fulfilment of the AIFM Directive Requirements.

(b) The liability of the Depositary under the AIFM Directive Requirements shall not beaffected by any delegation of the Depositary’s custody functions, as set out in the AIFMDirective Requirements, unless the Depositary has discharged itself of its liability inaccordance with the requirements of Article 21(13) or (14) of the AIFM Directive.

(c) In consideration for its services, the Depositary is entitled to a fee of 0.017 per cent. (1.7basis points) or a minimum of £10,000 per annum of the value of assets held by theDepositary. The fees for the delegated custody component of the Depositary’s role aredependent on the value of assets under management and the number and nature oftransactions undertaken by the Company. Any additional services provided by theDepositary will incur additional charges.

(d) The Depositary Agreement contains provisions to allow for its termination by any party onnot less than 90 days’ prior written notice to each other party, or immediately in the caseof specified circumstances of fault. In addition, termination will not be effective until a newdepositary is appointed.

(e) The Depositary Agreement contains certain customary warranties and indemnities by theCompany in favour of the Depositary.

8.5 Registrar Agreement

(a) Pursuant to the Registrar Agreement, the Registrar is responsible for maintaining andupdating the Register, managing the Company’s treasury shares, maintaining andupdating dividend and interest payment instructions, administering services in relation tothe Company’s dividend reinvestment plan, providing monthly shareholder analysis,dealing with routine correspondence and enquiries and performing all the usual duties ofa registrar in relation to the Company.

(b) The Registrar receives an annual fee for each open and closed account. This feeincludes services in connection with share register activity, dividend payments and annualgeneral meetings. Additional fees may be payable for services in connection with ad hocrequests and corporate activities.

(c) The Registrar Agreement may be terminated by either party on not less than six months’notice in writing to the other party.

8.6 Receiving Agent Agreement

(a) Pursuant to the Receiving Agent Agreement, the Receiving Agent has agreed to providereceiving agent duties and services to the Company in respect of the Issue.

(b) Under the terms of the Receiving Agent Agreement, the Receiving Agent is entitled to afixed fee to cover the ongoing planning, logistical and technical requirements of the Issuewhich include the provision of customary receiving agent professional advisory services.The Receiving Agent will also be entitled to reimbursement of all out of pocket expensesincurred by it in connection with its duties. These fees will be for the account of theCompany.

9 Meetings, Reports and Accounts9.1 The Company holds its annual general meeting around December each year. The annual

report and accounts of the Company are made up to 31 August in each year with copiesexpected to be sent to Shareholders within the following four months.

9.2 The Company will also publish unaudited interim reports to 28 February each year.

9.3 Any ongoing disclosures required to be made to Shareholders pursuant to the AIFM Directivewill (where applicable) be contained in the Company’s monthly, interim or annual reports, onthe Company’s website, or will be communicated to Shareholders in written form as required.

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10 Related Party TransactionsExcept with respect to the appointment letters entered into between the Company and eachDirector and the agreement entered into with the Investment Manager as set out inparagraph 8.1 of this Part 7, the Company has not entered into any related party transactionduring the period from 1 September 2015 to the date of this Prospectus.

11 LitigationThere have been no governmental, legal or arbitration proceedings, and the Company is notaware of any governmental, legal or arbitration proceedings pending or threatened, nor of anysuch proceedings having been pending or threatened during the period of 12 monthspreceding the date of this Prospectus which may have, or have had in the recent past, asignificant effect on its financial position or profitability.

12 Significant changeAs at the date of this Prospectus, there have been no significant changes to the financial ortrading position of the Company since 28 February 2019 (being the last date in respect ofwhich the Company has published unaudited financial information), save as set out below.

Since 28 February 2019, the Company has repurchased 430,892 Managed Growth sharespursuant to the Company’s ongoing discount control mechanism, equivalent to 1.3% of NAV ofManaged Growth Shares.

Since 28 February 2019, the Company has repurchased 2,554,315 Managed Income sharespursuant to the Company’s ongoing discount control mechanism, equivalent to 3.6% of NAV ofManaged Income Shares.

Since 28 February 2019, the Company has repurchased 52,429 Managed Cash sharespursuant to the repurchase provisions in the Articles, equivalent to 0.8% of NAV of ManagedCash Shares.

On 9 May 2019, the Company declared a third quarterly interim dividend of 4.45 pence perManaged Growth Share in respect of the year ending 31 August 2019, this will be paid on21 June 2019 to Shareholders who were on the Company’s register at the close of businesson 24 May 2019.

On 9 May 2019, the Company declared a third quarterly interim dividend of 1.10 pence perManaged Income Share, in respect of the year ending 31 August 2019, will be paid on21 June 2019 to Shareholders who were on the Company’s register at the close of businesson 24 May 2019.

13 Working capitalThe Company is of the opinion that the working capital available to it is sufficient for itspresent requirements, that is for at least 12 months from the date of this Prospectus.

14 Capitalisation and IndebtednessThe following table sets out the indebtedness of the Company as at 30 April 2019:

Total current debt (£’000)

Guaranteed 0Secured 0Unguaranteed/unsecured 0

Total non- current debt (excluding current portion of long-term debt) (£’000)

Guaranteed 0Secured 0Unguaranteed/unsecured 5,000

Total Indebtedness 5,000

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The information on total current debt and total non-current debt set out above has beenextracted from the unaudited management accounts of the Company for the period 30 April2019.

The following table has been extracted from the unaudited accounts of the Company for thefinancial period to 28 February 2019 and sets out the capitalisation of the Company as at28 February 2019:

Shareholders’ equity (£’000)

Share capital 16Legal reserves 0Other reserves 135,711

Total Capitalisation 135,727

Net indebtedness (£’000)

A. Cash 1,414B. Cash equivalent 3,951C. Trading securities 350,226D. Liquidity (A + B + C) 355,591E. Current financial receivable 1,553F. Current bank debt 0G. Current proportion of non- current debt 0H. Other current financial debt 0I. Current financial debt (F + G + H) 0J. Net current financial indebtedness (I – E – D) (357,144)K. Non-current bank loans 5,000L. Bonds issued 0M. Other non- current loans 0N. Non-current financial indebtedness (K + L + M) 5,000O. Net financial indebtedness (J + N) (352,144)

There is no indirect or contingent indebtedness.

The information set out above has been extracted from the unaudited management accountsof the Company for the period to 30 April 2019.

15 Calculation and publication of NAV per JPM Elect Share15.1 The valuation function is performed by the AIFM. The valuation function is performed

independently from the portfolio management function.

15.2 The Company’s business is investing in financial assets with a view to profiting from their totalreturn in the form of income and capital growth. This portfolio of financial assets is managedand its performance evaluated on a fair value basis, in accordance with a documentedinvestment strategy and information is provided internally on that basis to the Board.

15.3 Accordingly, upon initial recognition the investments are designated by the Company as ‘heldat fair value through profit or loss’. They are included initially at fair value which is taken to betheir cost, excluding expenses incidental to purchase which are written off in the capitalcolumn of the income statement at the time of acquisition. Subsequently the investments arevalued at fair value, which are quoted bid prices for investments traded in active markets.

15.4 For investments which are not traded in active markets, unlisted and restricted investments,the AIFM takes into account the latest traded prices, other observable market data and assetvalues based on the latest management accounts.

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15.5 The NAV per JPM Elect Share for each share class is published daily via the London StockExchange. The market price is shown daily in the Financial Times, The Times, The DailyTelegraph, The Scotsman and on the Company’s internet site at www.jpmelect.co.uk, wherethe JPM Elect Share prices are updated every fifteen minutes during trading hours.

15.6 The Board may temporarily suspend the calculation of NAV during a period when, as a resultof political, economic, military or monetary events or any circumstances outside the control,responsibility or power of the Board, disposal or valuation of investments comprising theCompany’s portfolio or other transactions in the ordinary course of the Company’s businessare not reasonably practicable without being materially detrimental to the interests ofShareholders or if, in the opinion of the Board: (i) the NAV cannot be fairly calculated;(ii) there is a breakdown of the means of communication normally employed in determining thecalculation of NAV; or (iii) it is not reasonably practicable to determine the NAV on an accurateand timely basis.

15.7 Any suspension in the calculation of the NAV, to the extent required under the Articles or bythe Listing Rules, will be notified through a Regulatory Information Service as soon aspracticable after any such suspension occurs.

16 Third party information and consents16.1 Where third party information has been referenced in this Prospectus, the source of that third

party information has been disclosed. Where information contained in this Prospectus hasbeen so sourced, the Company confirms that such information has been accuratelyreproduced and, as far as the Company is aware and able to ascertain from informationpublished by such third parties, no facts have been omitted which would render thereproduced information inaccurate or misleading.

16.2 Winterflood has given and not withdrawn its written consent to the inclusion in this Prospectusof references to its name in the form and context in which it appears.

16.3 The Investment Manager has given and not withdrawn its written consent to the inclusion inthis Prospectus of references to its name in the form and context in which it appears and theinclusion of information and opinions contained under the sections entitled “InvestmentOpportunity, Investment Case and Portfolio” in Part 2 of this Prospectus and any otherinformation or opinion related to or attributed to it and the references thereto in the form andcontext in which they appear and has authorised such information and opinions.

16.4 The Investment Manager accepts responsibility for the information and opinions containedunder the sections entitled “Investment Opportunity, Investment Case and Portfolio” in Part 2 ofthis Prospectus and any other information or opinion related to or attributed to it. To the bestof the knowledge of the Investment Manager, which has taken all reasonable care to ensurethat such is the case, the information or opinions contained in this Prospectus related to orattributed to it are in accordance with the facts and does not omit anything likely to affect theimport of such information.

17 General17.1 The Company is not dependent on patents or licences, industrial, commercial or financial

contracts or new manufacturing processes which are material to the Company’s business orprofitability.

17.2 In accordance with the Prospectus Rules, the Company will file with the FCA, and makeavailable for inspection by the public, details of the number of New JPM Elect Shares issuedunder this Prospectus. The Company will also notify the issue of the New JPM Elect Sharesthrough a Regulatory Information Service.

18 Documents on display18.1 The following documents will be available for inspection once published during Business Hours

on any day (Saturdays, Sundays and public holidays excepted) at the registered office of theCompany, 60 Victoria Embankment, London EC4Y 0JP until the date of Admission:

(a) this Prospectus;

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(b) the El Oro Scheme Circular;

(c) the Shareholder Circular;

(d) the Articles;

(e) the annual report and audited financial statements of the Company for the financial yearended 31 August 2018;

(f) the annual report and audited financial statements of the Company for the financial yearended 31 August 2017; and

(g) the annual report and audited financial statements of the Company for the financial yearended 31 August 2016.

18.2 In addition, copies of this Prospectus are available, for inspection only, from the NationalStorage Mechanism (http://www.morningstar.co.uk/uk/NSM).

18.3 Further copies of this Prospectus may be obtained, free of charge, from the respectiveregistered offices of the Company and the Investment Manager.

Dated: 24 May 2019

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DEFINITIONS

In this Prospectus, unless the context otherwise requires, the expressions as set out below shallbear the following meanings:

2006 Act the UK Companies Act 2006, as amended

2010 PD Amending Directive Directive 2010/73/EU of 24 November 2010 amending Directives2003/71/EC on the prospectus to be published when securitiesare offered to the public or admitted to trading and 2004/109/ECon the harmonisation of transparency requirements in relation toinformation about issuers whose securities are admitted to tradingon a regulated market

ABS asset based securities

Admission admission of the New JPM Elect Shares to listing on the premiumsegment of the Official List and to trading on the London StockExchange’s main market for listed securities becoming effective inaccordance with the Listing Rules and the LSE AdmissionStandards

AGM an annual general meeting of the Company

AIC Association of Investment Companies

AIC Code the AIC Code of Corporate Governance, as amended from time totime

AIFM or JPMF JPMorgan Funds Limited, being the alternative investment fundmanager for the purposes of the AIFM Directive

AIFM Directive EU Alternative Investment Fund Managers Directive 2011/61/EU

AIFM Directive Requirements the AIFM Directive as implemented into English law by anyrelevant legislation, the Commission Delegated Regulation (EU)No 231/2013 of 19 December 2012 supplementing the AIFMDirective, and by any applicable rules, requirements, guidance orpractices stated by the Prudential Regulation Authority, the FCA orany successor or replacement regulatory authority, or any of themas the case may be

AIFM Regulations The Alternative Investment Fund Managers Regulations 2013 (SI2013/1773)

Articles the articles of association of the Company, a summary of which isset out in paragraph 4.1 of Part 7 of this Prospectus

Audit Committee the Company’s audit committee as described under theparagraph headed “Audit Committee” in Part 3 of this Prospectus

Auditor Ernst & Young LLP

Board or Directors the directors of the Company whose names are set out in theparagraph headed “The Board” in Part 3 of this Prospectus

Business Day a day (excluding Saturdays and Sundays or public holidays inEngland and Wales) on which banks generally are open forbusiness in London for the transaction of normal business

C Fund either the Managed Income C Fund or the Managed GrowthC Fund, as the case may be

Calculation Time shall have the meaning given to it in the Articles

Certificated Conversion Notice has the meaning given to it in Article 10(D) of the Articles

certificated or in certificatedform

not in uncertificated form

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Chairman the chairman of the Board as elected from time to time

City Code The City Code on Takeovers and Mergers

Common Reporting Standard the standard for Automatic Exchange of Financial AccountInformation, as developed by the OECD

Companies Acts as defined in section 2 of the 2006 Act in so far as they apply tothe Company

Company or JPM Elect JPMorgan Elect plc

Conversion Calculation Time in relation to a Conversion Date or Deferred Conversion Date, theclose of business on that Conversion Date or Deferred ConversionDate, as the case may be, or such other time as the Board maydetermine in accordance with Article 10(c) of the Articles

Conversion Date subject to Article 10(C) of the Articles, each 31 May and30 November (provided that, if any Conversion Date wouldotherwise fall on a day which is not a business day, suchConversion Date shall be the next following business day)

Conversion Notice in relation to any shares in the Company that are in certificatedform on any Conversion Date, a Certificated Conversion Notice,or, in relation to any shares that are in uncertificated form on anyConversion Date, an Uncertificated Conversion Notice

Conversion Notice Period subject to Article 10(c) of the Articles, the period commencing60 days before, and ending at close of business on the day that is30 days before the relevant Conversion Date or if such date is nota business day, on the next following business day, and such otherperiods and dates as the Board may determine

Converting Shares shares in respect of which valid Conversion Notices have beenreceived and accepted which are to be reclassified pursuant toArticle 10 of the Articles

CREST the facilities and procedures for the time being of the relevantsystem of which Euroclear has been approved as operatorpursuant to the CREST Regulations

CREST Account an account in CREST

CREST Regulations the UK Uncertificated Securities Regulations 2001 (SI 2001No. 2001/3755), as amended

C Share Calculation Date means in respect of any class of C Shares either the earlier of:

(a) close of business on such date as the Board in its discretionshall determine in relation to the relevant C Shares;

(b) close of business on the day to be determined by theDirectors occurring not more than five business days afterthe day on which the manager of the Company’s assetsgives notice to the Directors that at least 80 per cent., of theassets attributable to the relevant holders of C Shares areinvested in accordance with the investment policy of theManaged Income Pool or the Managed Growth Pool, as thecase may be; and

(c) close of business on the day on which the Directors resolvethat Force Majeure Circumstances (as defined in theArticles) have arisen or are imminent

C Share Conversion conversion of the relevant C Shares in accordance with Article 13of the Articles

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C Share Conversion Date in relation to a class of C Shares means the earlier of:

(a) close of business on the date that is two business days afterthe C Share Calculation Date; and

(b) close of business on the day selected by the Directorsfollowing a resolution of the Directors that Force MajeureCircumstances (as defined in the Articles) have arisen or areimminent

C Share Conversion Ratio shall have the meaning given to it in the Articles

C Shares either Managed Income C Shares or the Managed GrowthC Shares as the case may be

Custodian J.P. Morgan Chase Bank, National Association, London Branch

Deferred C Shares redeemable deferred shares of 0.01 pence each in the capital ofthe Company arising on the relevant C Share Conversion

Deferred Conversion Date the date on which the Board certifies that realignment of the Poolsis completed, provided that such date is, so far as is reasonablypracticable, not later than one month after the Conversion Datethat would have otherwise applied

Deferred Shares shares arising pursuant to Article 10(J) of the Articles with therights set out in Article 10(O) of the Articles, which shares shallhave the nominal value or values determined in accordance withArticle 10 of the Articles

Deferred Shares the deferred shares as described in paragraph 4.1 of Part 7 of thisProspectus

Depositary BNY Mellon Trust & Depositary (UK) Limited

Depositary Agreement the agreement dated 27 June 2014, between the Depositary, theCompany and the AIFM, the principal terms of which aresummarised in paragraph 8.4 of Part 7 of this Prospectus

Disclosure Guidance andTransparency Rules

the disclosure guidance and transparency rules made by the FCAunder Part VII of FSMA

EEA European Economic Area

EEA State a member of the EEA

Effective Date the Transfer Date

El Oro El Oro Ltd., being a company incorporated in Guernsey withregistration number 49778 and with its registered address at EastWing, Trafalgar Court, St Peter Port Guernsey GY1 3PP

El Oro Directors or El OroBoard

the board of directors of El Oro

El Oro Scheme Circular the circular expected to be published by El Oro and sent to El OroShareholders on or about 24 May 2019 in connection with theScheme and containing a notice of general meeting in respect ofthe El Oro Scheme Meeting

El Oro Scheme Meeting the extraordinary general meeting of El Oro expected to beconvened for 12 noon on 20 June 2019 at Norton Rose FulbrightLLP, 3 More London Riverside, London, SE1 2AQ (or anyadjournment thereof) and any other general meeting(s) of El Orothat may be required to implement the Scheme

El Oro Scheme Resolutions the resolutions in respect of the Scheme to be proposed at the ElOro Scheme Meeting (or at any adjournments thereof)

El Oro Shareholder a holder of El Oro Shares

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El Oro Shares ordinary shares of no par value in El Oro

Election an election made by an Eligible El Oro Shareholder to receiveshares in the Rollover Fund and/or cash payable to them in theliquidation of El Oro pursuant to the Scheme (including, where thecontext so permits, a deemed election)

Eligible El Oro Shareholders El Oro Shareholders who are not Restricted Persons

ERISA the United States Employee Retirement Income Security Act of1974, as amended from time to time

EU the European Union

Euroclear Euroclear UK & Ireland Limited, the operator of CREST

Existing Ordinary Shares in the case of the Managed Income C Shares means the ManagedIncome Shares and in the case of the Managed Growth C Sharesmeans the Managed Growth Shares in issue immediately prior toC Share Conversion

FATCA the US Foreign Account Tax Compliance Act

FCA the Financial Conduct Authority of the United Kingdom includingany replacement or substitute therefor, and any regulatory body orperson succeeding, in whole or in part, to the functions thereof

Founder Shares the founder shares of 100 pence each in the share capital of theCompany

FSMA Financial Services and Markets Act 2000, as amended from timeto time

HMRC Her Majesty’s Revenue and Customs

Internal Revenue Code the US Internal Revenue Code of 1986, as amended

Investment ManagementAgreement

the investment management agreement between the Companyand the AIFM, a summary of which is set out in paragraph 8.1 ofPart 7 of this Prospectus

Investment Manager or JPMAM JP Morgan Asset Management (UK) Limited

ISA an individual savings account maintained in accordance with theUK Individual Savings Account Regulations 1998 (as amendedfrom time to time)

ISIN International Securities Identification Number

Issue the issue of New JPM Elect Shares pursuant to the Scheme

Issue Premium the issue premium as described in the section titled “TheProposals” in Part 1 of this Prospectus

Issue Price in the case of:

(a) the Managed Cash Shares, the price equivalent to the NAVper Managed Cash Share plus the Issue Premium;

(b) the Managed Growth Shares, the price equivalent to theNAV per Managed Growth Share plus the Issue Premium;and

(c) the Managed Income Shares, the price equivalent to theNAV per Managed Income Share plus the Issue Premium

JPM Elect Shares the existing Managed Cash Shares, Managed Growth Shares andManaged Income Shares as at the date of this Prospectus, as thecontext requires

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Junior ISA a junior individual savings account maintained in accordance withthe Individual Savings Account Regulations 1998 (SI 1998/1870)(as amended from time to time)

JSMRF JPMorgan Funds – Sterling Managed Reserves Fund

Latest Practicable Date 22 May 2019 being the latest practicable date prior to thepublication of this Prospectus

Liquidation Fund the liquidation fund to be retained by the Liquidators to meet allknown and unknown liabilities of El Oro, the UIC subsidiaries andother contingencies

Liquidators the proposed joint liquidators of El Oro, namely Nick Vermeulenand Christiaan Van Den Berg of PricewaterhouseCoopers CI LLP

Listing Rules the listing rules made by the FCA under section 73A of FSMA

London Stock Exchange London Stock Exchange plc

LSE Admission Standards the rules issued by the London Stock Exchange in relation to theadmission to trading of, and continuing requirements for,securities admitted to the London Stock Exchange

Main Market the main market of the London Stock Exchange for listedsecurities

Managed Cash Pool the assets of the Company from time to time attributable to theManaged Cash Shares

Managed Cash Shares ordinary shares of 0.001 pence each in the capital of the Companydesignated as Managed Cash Shares

Managed Cash Shares Option the option for an Eligible El Oro Shareholder under the Scheme toelect to receive Managed Cash Shares in respect of some or all oftheir El Oro Shares on the winding up of El Oro

Managed Growth C Fund the assets of the Company from time to time attributable to theManaged Growth C Shares

Managed Growth C Shares shares with rights over the Managed Growth C Fund, whichshares shall have a nominal value of 100 pence

Managed Growth Pool the assets of the Company from time to time attributed to theManaged Growth Shares

Managed Growth Shares ordinary shares of 0.00426657 pence each in the capital of theCompany designated as Managed Growth Shares

Managed Growth SharesOption

the option for an Eligible El Oro Shareholder under the Scheme toelect to receive Managed Growth Shares in respect of some or allof their El Oro Shares on the winding up of El Oro

Managed Income C Fund the assets of the Company from time to time attributable to theManaged Income C Shares

Managed Income C Shares shares with rights over the Managed Income C Fund, whichshares shall have a nominal value of £1.00

Managed Income Pool the assets of the Company from time to time attributable to theManaged Income Shares

Managed Income Shares ordinary shares of 0.001 pence each in the capital of the Companydesignated as Managed Income Shares

Managed Income SharesOption

the option for an Eligible El Oro Shareholder under the Scheme toelect to receive Managed Income Shares in respect of some or allof their El Oro Shares on the winding-up of El Oro

MBS mortgage based securities

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NAV net asset value

NAV per Managed Cash Share the net asset value of a Managed Cash Share being the value ofthe portfolio of assets attributable to the Managed Cash Sharesless any liabilities attributable to the Managed Cash Shares,calculated in accordance with the Company’s normal accountingpolicies, on a cum-income debt at par basis, and adjusted to takeinto account any dividends declared but not paid prior to theEffective Date by the Company to the holders of Managed CashShares

NAV per Managed GrowthShare

the net asset value of a Managed Growth Share being the value ofthe portfolio of assets attributable to the Managed Growth Sharesless any liabilities attributable to the Managed Growth Shares,calculated in accordance with the Company’s normal accountingpolicies, on a cum-income debt at par basis, and adjusted to takeinto account any dividends declared but not paid prior to theEffective Date by the Company to the holders of Managed GrowthShares

NAV per Managed IncomeShare

the net asset value of a Managed Income Share being the value ofthe portfolio of assets attributable to the Managed Income Sharesless any liabilities attributable to the Managed Income Shares,calculated in accordance with the Company’s normal accountingpolicies, on a cum-income debt at par basis, and adjusted to takeinto account any dividends declared but not paid prior to theEffective Date by the Company to the holders of Managed IncomeShares

New JPM Elect Shares the new: (i) Managed Cash Shares; (ii) Managed Growth Shares;and (ii) Managed Income Shares, to be issued pursuant to theScheme

New Ordinary Shares those new Ordinary Shares arising on the relevant C ShareConversion which, when issued, shall rank pari passu in allrespects (save as otherwise provided in the Articles) and form asingle class with the relevant class of Existing Ordinary Shares

OECD the Organisation for Economic Co-operation and Development

Official List the official list maintained by the UK Listing Authority pursuant toPart VI of FSMA

Ongoing Charges Ratio the figure representing the Company’s management fee and allother operating expenses, excluding finance costs, expressed asa percentage of the average daily net assets during the year andcalculated in accordance with guidance issued by the AIC

Ordinary Shares in the case of Managed Income C Shares, means ManagedIncome Shares and in the case of Managed Growth C Sharesmeans Managed Growth Shares

Overseas Holder any El Oro Shareholder who is a citizen of or resident in ajurisdiction other than the United Kingdom, the Channel Islandsand the Isle of Man

Panel the Panel on Takeovers and Mergers

Plan Participants holders of JPM Elect Shares via the J.P. Morgan ISA, J.P. MorganJunior ISA and/or J.P. Morgan Investment Account

Pool any one, or any combination of, the Managed Cash Pool, theManaged Growth Pool and the Managed Income Pool

Pools the Managed Income Pool, the Managed Growth Pool, theManaged Cash Pool and the Repurchase Pool

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Portfolio the portfolio attributable to the Managed Cash Shares, theportfolio attributable to the Managed Growth Shares and theportfolio attributable to the Managed Income Shares

Proposals the proposals and the El Oro Scheme Resolutions described inthe El Oro Scheme Circular for the scheme of reconstruction of ElOro, and the winding-up of El Oro which require the passing of theEl Oro Scheme Resolutions

Prospectus this document

Prospectus Directive Directive 2003/71/EC of the European Parliament and of theCouncil of the European Union and any relevant implementingmeasure in each Relevant Member State (and the amendmentsthereto, including the 2010 PD Amending Directive)

Prospectus Rules the prospectus rules made by the UK Listing Authority undersection 73A of FSMA

Receiving Agent Equiniti Limited

Receiving Agent Agreement the agreement dated 24 May 2019, between the Company and theReceiving Agent, as summarised in paragraph 8.6 of Part 7 of thisProspectus

Record Date the record date in respect of El Oro Shareholders makingElections under the Scheme, being 6.00 p.m. on 17 June 2019

Redeemable Shares Redeemable Shares of £1.00 each in the capital of the Company

Register the Register of members of the Company

Registrar Equiniti Limited

Registrar Agreement the agreement dated 1 August 2012, between the Company andthe Registrar, as summarised in paragraph 8.5 of Part 7 of thisProspectus

Regulation S Regulation S under the US Securities Act

Regulatory Information Service a regulatory information service that is on the list of regulatoryinformation services maintained by the FCA

Repurchase Pool the assets of the Company from time to time attributable to theRepurchase Shares including: (i) the cash or other proceeds orsubscription for, or the payment up of, any Repurchase Shares;and (ii) all rights or assets of the Company directly or indirectlyattaching to, referable to, derived from or acquired using cash orother proceeds

Repurchase Shares the Managed Cash Shares which are reclassified as RepurchaseShares in accordance with Article 11 of the Articles, and havingrepurchase rights in the share capital of the Company

Restricted Person (unless the El Oro Directors and the Directors otherwisedetermine in any particular case) an Overseas Holder or any ElOro Shareholder whom El Oro and/or the Company believe to bean Overseas Holder or to be holding El Oro Shares on behalf of anOverseas Holder

Resulting Pool the Pool over which the relevant Converting Shares will have rightsfollowing conversion pursuant to Article 10 of the Articles

Resulting Shares shares arising from a reclassification of Converting Sharespursuant to Article 10 of the Articles, having rights over therelevant Resulting Pool

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Rollover Fund the fund comprising the pool of assets attributable to the El OroShares in respect of which Elections are made for New JPM ElectShares

Scheme the scheme of reconstruction of El Oro

SEC the United States Securities and Exchange Commission

SEDOL Stock Exchange Daily Official List

Share Liabilities those liabilities incurred by the Company relating to themanagement of the assets attributable to the Managed IncomeShares, Managed Growth Shares, Managed Cash Shares andRepurchase Shares and any borrowings or indebtednessassociated with the Pools

Share Voting Number in respect of a class of share, means a number equal to the NetAsset Value (as such term is defined in the Articles) of that Pooldivided by the number of shares in that Pool calculated at theVoting Calculation Date or, if the Board in its sole discretion, soresolves as at the Second Voting Calculation Date

Shareholder Circular the circular published by the Company on 21 January 2019

Shareholders holders of Shares

Shares Managed Cash Shares, Managed Growth Shares and ManagedIncome Shares

SIPP a self-invested personal pension as defined in Regulation 3 of theRetirement Benefits Schemes (Restriction on Discretion toApprove) (Permitted Investments) Regulations 2001 of the UK

Sponsor Agreement the agreement dated 24 May 2019, between the Company andWinterflood, as summarised in paragraph 8.2 of Part 7 of thisProspectus

Sterling or £ pounds sterling, the lawful currency of the UK

Tax Code the United States Internal Revenue Code of 1986, as amended

TISE The International Stock Exchange

Transfer Agreement the agreement to be entered into between El Oro (acting throughthe Liquidators), the Liquidators (in their personal capacity) andthe Company providing, inter alia, for the transfer of the RolloverFund from El Oro to the Company

Transfer Date 21 June 2019 or such other date as determined under theScheme

UCITS undertakings for Collective Investment in Transferable Securities

UK AIFM Directive Rules the laws, rules and regulations implementing the AIFM Directive inthe UK, including without limitation, the Alternative InvestmentFund Managers Regulations 2013 and the investment fundssourcebook within the FCA Handbook referred to as “FUND”

UK Corporate GovernanceCode

the United Kingdom Corporate Governance Code as published bythe UK Financial Reporting Council, as amended from time to time

UK GAAP UK Generally Accepted Accounting Practice

UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland

UK Listing Authority the FCA acting in its capacity as the UK Listing Authority

Uncertificated ConversionNotice

a properly authenticated dematerialised instruction and/or otherinstruction or notification is to be treated as received by the

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Company or by such person as it may require and may treatinstructions or notifications as received only once settled

uncertificated or inuncertificated form

recorded in the Company’s register of members as being held inuncertificated form in CREST and title to which, by virtue of theCREST Regulations, may be transferred by means of CREST

Uncertificated SecuritiesRegulations

the Uncertificated Securities Regulations 2001

uncertificated share a share of a class which is at the relevant time a participating classtitle to which is recorded on the Register as being held inuncertificated form and references in these articles to a sharebeing held in uncertificated form shall be construed accordingly

United States or US the United States of America, its territories and possessions, anystate of the United States of America and the District of Columbia

US Exchange Act the United States Securities Exchange Act of 1934, as amended,and the rules and regulations of the SEC promulgated pursuant toit

US Investment Advisers Act the United States Investment Advisors Act of 1940, as amended,and the rules and regulations of the SEC promulgated pursuant toit

US Investment Company Act the United States Investment Company Act of 1940, as amended

US Person a US person as defined by Regulation S

US Securities Act the United States Securities Act of 1933, as amended

VAT Value Added Tax

Voting Calculation Date the last day of the preceding financial year (First VotingCalculation Date) or, if the Board so resolves, in accordancewith Article 9(C) of the Articles, the date that is either (a) six weeksbefore the date for which the relevant general meeting is originallyconvened or (b) if that day is not a business day the next followingbusiness day (Second Voting Calculation Date)

Winding-up Resolution the special resolution to place El Oro into members’ voluntaryliquidation and to appoint the Liquidators to be proposed at the ElOro Scheme Meeting

Winterflood Winterflood Securities Limited

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