AnnualReport JPMorgan Brazil Investment Trust plcJPMorgan Brazil Investment Trust plc. Annual Report & Accounts 2014 1 Financial Results for the year ended 30th April 2014 Total returns

JPMorgan Brazil Investment Trust plc

Annual Report & Accounts for the year ended 30th April 2014

Annual Report2014

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Features

Contents

1 Financial Results

Strategic Report

2 Chairman’s Statement5 Investment Managers’ Report9 Summary of Results10 Ten Largest Holdings11 Sector Analysis 12 List of Investments13 Business Review

Governance

17 Board of Directors18 Directors’ Report20 Corporate Governance26 Directors’ Remuneration Report29 Statement of Directors’

Responsibilities

30 Independent Auditor’s Report

Financial Statements

32 Income Statement33 Reconciliation of Movements in

Shareholders’ Funds34 Balance Sheet35 Cash Flow Statement36 Notes to the Accounts

Shareholder Information

53 Notice of Annual General Meeting56 Glossary of Terms and Definitions61 Information about the Company

ObjectiveTo provide shareholders with long term total returns, predominantly comprisingcapital growth but with the potential for income, by investing primarily in Brazilianfocused companies.

Investment Policies– To invest primarily in Brazilian companies and those incorporated or listed outsideBrazil whose Brazilian operations constitute a material part of their business. Up to10% of assets may be invested in companies focused on other Latin Americancountries.

– There will be no limit placed on the market capitalisation or sector of any investeecompanies. However, the Company may reduce its equity holdings to a minimum of60% of its gross assets if it is considered to be beneficial to performance.

– The Company may invest in listed or unlisted securities or equity-linked securities,in addition to fixed income bonds. Unlisted securities will not exceed 10% of grossassets at the time of investment.

– To use gearing when appropriate to increase potential returns to shareholders.

Benchmark The Company’s benchmark is the MSCI Brazil 10/40 Index (in sterling terms), with netdividends reinvested. This index limits the maximum weight of an individual stockconstituent to 10% and limits the sum of the weights of all stocks representing morethan 5% individually to 40%.

Capital Structure At 30th April 2014, the Company’s share capital comprised 61,728,898 Ordinaryshares of 1p each including 8,607,579 shares held in Treasury.

Continuation VoteIn accordance with the Company’s Articles of Association, the Directors are requiredto propose a resolution that the Company continue as an investment trust at theAnnual General Meeting in 2016 and every third year thereafter.

Management Company and Company SecretaryPrior to 1st July 2014, the Company employed JPMorgan Asset Management (UK)Limited (‘JPMAM’ or the ‘Manager’) to manage its assets. With effect from 1st July 2014,JPMorgan Funds Limited (‘JPMF’) or the ‘Manager’), an affiliate of JPMAM wasappointed as the Company’s Alternative Investment Fund Manager (‘AIFM’) and theCompany Secretary.

FCA regulation of ‘non-mainstream pooled investments’The Company currently conducts its affairs so that the shares issued by JPMorgan BrazilInvestment Trust plc can be recommended by Independent Financial Advisers toordinary retail investors in accordance with the FCA’s rules in relation to non-mainstream investment products and intends to continue to do so for theforeseeable future.

The shares are excluded from the FCA’s restrictions which apply to non-mainstreaminvestment products because they are shares in an investment trust.

AICThe Company is a member of the Association of Investment Companies.

WebsiteThe Company’s website, which can be found at www.jpmbrazil.co.uk, includes usefulinformation on the Company, such as daily prices, factsheets and current and historic halfyear and annual reports.


JPMorgan Brazil Investment Trust plc. Annual Report & Accounts 2014 1

Financial Resultsfor the year ended 30th April 2014

Total returns (includes dividends reinvested)

–26.0%Return to Ordinaryshareholders1

(2013: –2.7%)

–24.4%Return on net assets2

(2013: +2.7%)

–17.1%Benchmark3

(2013: +0.2%)

A glossary of terms and definitions is provided on page 56.

1Source: Morningstar.2Source: J.P. Morgan.3Source: Datastream. The Company’s benchmark is the MSCI Brazil 10/40 Index, with net dividends reinvested in sterling terms.

0.85pDividend(2013: 1.00p)

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JPMorgan Brazil Investment Trust plc. Annual Report & Accounts 20142

Introduction and Performance

The year to 30th April 2014 was a difficult period for emerging markets as a whole, withthe broad MSCI Emerging Markets index falling 11.5% in the year, underperformingdeveloped markets, which rose 6.25%. The Brazilian market was hit hard by thisnegative investor sentiment towards emerging markets, falling further than thebroader emerging markets index as local concerns about earnings growth andperceived government intervention in the economy saw valuations fall. The fall in theequity market was exacerbated by the weakness of the currency, with the BrazilianReal weakening against sterling by some 21% over the year. The Company recordeda total return on net assets for the year of –24.4%, underperforming the benchmark,the MSCI Brazil 10/40 Index which returned –17.1% for the same period. The shareprice return to Ordinary shareholders of –26.0%, reflected the widening of the shareprice discount from 7.2% to 9.1% over the year. At the time of writing this report, itstood at 5.2%.

The Trust’s disappointing results for the year resulted from the poor selection of theindividual stocks in which to invest the Trust’s capital. The value lost through this poorselection of stocks was, to a degree, mitigated by the value created in the selection ofthe board industrial sectors in which to invest. The investment managers providea detailed commentary on the markets and portfolio activity in their report

Revenue and Dividends

Gross revenue for the year amounted to £1,412,000 (2013: £1,605,000) and netrevenue after taxation amounted to £487,000 (2013: £599,000).

The Company’s dividend policy has been to distribute all, or substantially all, of theavailable income each year. The Board recommends a dividend of 0.85p per Ordinaryshare. Subject to shareholders’ approval at the forthcoming Annual General Meetingon 12th September 2014, the dividend will be payable on 19th September 2014 toshareholders on the register at 22nd August 2014. Whilst this is a reduction on the1.00p per Ordinary share paid last year, shareholders are reminded that theCompany’s investment objective, and thus the basis of the investment managers’decisions, is to provide shareholders over the longer term with returnspredominantly in the form of capital.

Asset Allocation

In accordance with the Company’s investment policy, the investment managers havecontinued to be substantially invested in equities. As at 30th April 2014, theCompany’s portfolio had 0.5% in cash.

Share Repurchases and Issuance

At last year’s Annual General Meeting (‘AGM’), shareholders granted Directorsauthority to repurchase the Company’s shares. During the financial year, theCompany repurchased a total of 5,154,624 Ordinary shares into Treasury ata discount, thereby marginally enhancing NAV per share. The Board’s objective

Strategic ReportChairman’s Statement



remains to use the share repurchase authority to manage imbalances between thesupply of and demand for the Company’s shares, thereby reducing the volatility of thediscount. The Board believes this mechanism has been helpful and thereforeproposes and recommends that powers to repurchase up to 14.99% of the Company’sissued share capital be renewed for a further period.

Challenging market conditions have made it impossible to continue the shareissuance at a premium, which the Company achieved in the period following flotation,and which benefited shareholders because it enhances NAV per share and improvesliquidity in the market for the Company’s shares. The Board intends to resume suchissuance when market conditions permit, and therefore resolutions renewing theauthorities to issue shares from Treasury and to issue new shares at a premium toNAV, and to disapply pre–emption rights over such issues, will be submitted forapproval at the forthcoming AGM.

During the financial year, 3,000 Ordinary shares were issued upon conversion ofSubscription shares. The Subscription share rights lapsed after the final subscriptiondate of 30th June 2013 and in accordance with the shareholder resolutions passed on13th and 16th September 2013, all outstanding Subscription shares were convertedinto deferred shares, repurchased by the Company and cancelled. The listing of theSubscription shares was cancelled on 30th September 2013.

Alternative Investment Fund Managers Directive

The Company was required to comply with the Alternative Investment FundManagers Directive (‘AIFMD’) in advance of its final implementation date of 22nd July2014. As a result of this new European legislation and its incorporation into the locallaw and regulations in place in the UK, the Company has made a number of changesto its service providers to bring it into compliance with the AIFMD from 1st July 2014.The Company has appointed JPMorgan Funds Limited (‘JPMF’), an affiliate ofJPMorgan Asset Management (UK) Limited (‘JPMAM’) as its Alternative InvestmentFund Manager (‘AIFM’) subject to the terms and conditions of a new investmentmanagement agreement. This new agreement leaves the Managers’ remunerationand other commercial terms unchanged from the preceding agreement with JPMAM.From a portfolio management perspective, there will be no change in the resourcesor team working on behalf of the Trust as JPMF has delegated portfolio managementto JPMAM. JPMF also acts as the new Company Secretary from 1st July 2014, replacingJPMAM in the role.

In complying with the AIFMD, the Company has also appointed Bank of New YorkMellon to act as its Depositary from 1st July 2014. The Company’s Custodian,JPMorgan Chase Bank will remain as the Custodian as a delegate of the Depositary.

Annual General Meeting

The AGM will be held at 60 Victoria Embankment, London EC4Y 0JP on Friday,12th September 2014 at 2.00 p.m. The meeting will include a presentation from theinvestment managers on investment policy and performance. There will also be an



opportunity for shareholders to meet the Board and representatives of JPMorganafter the meeting.

If you wish to raise any detailed or technical questions at the Meeting, it would behelpful if you could mention them in advance by writing to the Company Secretary at60 Victoria Embankment, London EC4Y 0JP. Shareholders who are unable to attendthe Meeting in person are encouraged to use their proxy votes.

Outlook

Near term prospects for Brazil’s market are likely to be influenced by politicaldevelopments, rather than fundamentals and an economic recovery which appearslikely with companies continuing to meet earnings growth expectations. That said,the low ratings of Brazil stocks should provide better prospects for positive returnsfrom the current levels. Additionally, and despite short term protests over the events,Brazil will benefit from longer term positive implications of hosting the World Cup thisyear and the Olympic games in 2016.

Regardless of who wins the forthcoming election later this year, the winner will facesubstantial economic challenges and a need to regain the confidence of investors. Asa result the Board expects the new administration to introduce more market-friendlypolicies and reduce political interference in many aspects of the economy. TheBoard’s concerns centre around the potential impact on the Company’s investmentsof cyclical challenges in Brazil’s economy and the resilience of the global economy inthe face of rising interest rates.

Notwithstanding these short-term factors, the Board remains confident in theInvestment Manager’s approach of identifying companies with strong financialcharacteristics and niche growth opportunities, together with high qualitymanagement, for the Company’s portfolio to achieve good long-term returns.

Howard Myles Chairman 25th July 2014

Strategic Report continuedChairman’s Statement continued



Market Review and Outlook

2013 was a difficult year for the Brazilian stock market with a combination of currencyweakness, disappointing earnings, weak commodity prices and governmentinterference all contributing to poor returns. Towards the end of the period underreview, the Brazilian market picked up as opinion polls showed a decline in the votingintentions in favour of President Dilma Rouseff ahead of the October election. During2013, the Real (BRL) declined steeply against Sterling and the US dollar (USD) ascapital fled from Emerging Markets in response to concerns over current accountdeficits and as a result of worries over the impact of reduced quantitative easing inthe US. In response to these flows domestic interest rates rose from 7.25% to 11%,dampening domestic growth. Following the decline in the market over the last12 months, the market now appears good value. Earnings revisions have stabilisedand we believe there should be nominal earnings growth of around 14% over thenext 12 months. However we remain concerned about the currency. Our estimationof fair value is approximately 2.5 BRL/USD, so that even after falling significantly overthe last 18 months, we believe the Brazilian Real is approximately 15% overvalued.Selic, the benchmark interest rate, rose 0.25% in April, but the Brazilian Central Banksignalled that this is likely to end the current monetary tightening cycle. As a resultwe do not see a threat that interest rates will have to rise significantly. It is also worthremembering that government finances are more robust than many comparableEmerging Markets with debt to GDP at a relatively modest 57%.

Brazil is likely to remain volatile in the face of political uncertainty ahead of theelections later in the year. Dilma Rousseff’s approval ratings have fallen in responseto higher inflation and much future government policy (e.g. towards energysubsidies) remains unclear. However, markets could react positively if there isa mandate for reform.

It is interesting to note that within Brazil, some 70% of installed energy generationcapacity comes from hydro-electric power. With lower than expected rainfall inFebruary and record low reservoir levels, the risk of electricity rationing continues toincrease, representing a significant threat to the economy and hence to thegovernment. With increasing usage of thermoelectric sources, the most likelyscenario is one with much higher energy costs, which will have an impact on inflationand fiscal accounts as the government is likely to mitigate the impact on tariffs.Considering the impact on public opinion, we believe that the authorities will waituntil the situation becomes extreme before announcing any measures.

Portfolio Review

Investing in this challenging environment requires fund managers to be selective andmore demanding on valuations, particularly in markets that are facing currency andcapital flow pressures. The clear tilt of our strategy towards quality companies withstrong cash flows certainly helps mitigate the risks.

We continue to be overweight in consumer and industrial businesses. Consumerrelated stocks will benefit from long term trends like rising incomes, demographics

Luis Carrillo

Sophie Bosch De Hood

Investment Managers’ Report


Strategic Report continuedInvestment Managers’ Report continued


and the increased penetration of organised services, e.g. credit cards, mortgages,insurance, modern retailing. Clear examples of this are Lojas Renner (a clothingretailer), Arezzo (a shoe retailer) and Linx (an IT retail service provider). Industrialstocks benefit from domestic and external demand across the region which webelieve to be at cyclical lows and set to improve over the coming year. In addition, weare able to find a number of world class exporters that deliver consistent profitabilityafter years of productivity enhancing investment. Brazilian exporters should benefitfrom weakness in the BRL as the currency trends towards fair value. We also have alarge exposure to financials. The privately-owned banks are benefiting from lowercompetition from the state banks, higher margins, and lower costs.

In the out-of-favour commodity space, we continue to struggle to find compellinginvestments, given the uncertainty around product prices and, in a market such asBrazil, the risk of government intervention. We believe that the changing mix ofeconomic growth in China and a global over-investment in capacity means thecommodity super-cycle will continue to unwind. This is not a good environment forcommodity businesses, many of which do not create value through the delivery offinancial returns above their cost of capital through the cycle. Despite this view, weare pragmatic and will own high quality assets at the right valuation regardless of ourlonger term fundamentally negative views on the sector. In line with our views onpolitical risk, we have moved to maintain a neutral position in Petrobras and Valerelative to the benchmark index as we think the stock will be driven by politics, notfundamentals, through the rest of the year.

Performance Commentary and Attribution

The trust underperformed its benchmark on a NAV basis over the twelve months toend April 2014, returning –24.4% versus the benchmark decline of 17.1%. During avery challenging and volatile period, sector allocation detracted from performancewhile stock selection contributed, albeit to a lesser degree.

The economic slowdown experienced by Brazil in the past year led to earningsdowngrades for many Brazilian companies. These downgrades were particularlymarked in the Industrial and Consumer sectors where we have been overweight, withthe effects of a slowing economy and rising domestic interest rates yet to be balancedby any benefit arising from a weakened currency.

Given the prevalence of reduced confidence, and short term pessimism amonginvestors in the market, it is not surprising that many investors were prepared to paya premium for the larger, more liquid stocks in the market. As a result the small capnames in the portfolio detracted most significantly from performance, with domesticfocused businesses suffering in the face of currency depreciation.

The top contributor was Itau, the leading Brazilian bank, and our largest position inabsolute terms. We have been becoming more positive on financials after concernsearlier this year of rising non-performing loans as the central bank tightened policy.Despite the weakness in the domestic economy, the company announced strongresults for 2013, which exceeded the market’s expectations. It also announced an



acquisition which will see it expanding and diversifying its business in Latin America,reducing its reliance on Brazil.

Consumer discretionary names detracted from performance in aggregate, whilsta more limited, underweight exposure to defensive stocks, particularly consumerstaples contributed as investors started to move away from the more expensivelypriced, growth stocks. In consumer discretionary, the best performing sub-sector wasEducation. The government sponsored student loan program has stimulated demandand lead to over 30% growth in earnings for the sector. We did not hold enough in thesector and the position was built late in the year. In consumer staples, we trimmedour positions in Ambev and Souza Cruz during the year because of valuation.This contributed postiviely to performance.

Underweight positions, the size of which varied during the period, in both Petrobrasand Vale, the bluechips of the Brazilian market, detracted from performance as thesought-after liquidity these names provided in challenging market conditions helpedtheir resilience. As set out above, we have sought to build an index neutral position inthese holdings towards the year end.

Performance attributionYear to Year to

30th April 2014 30th April 2013Contributions to total return % % % %

Benchmark return –17.1 0.2

Asset allocation 0.5 7.1Stock selection –6.4 –2.6Gearing/cash –0.2 –0.3

Investment Manager’s contribution –6.1 4.2

Portfolio return –23.2 4.4

Management fee/other expenses –1.7 –1.6Performance fee — –0.3Share buybacks 0.5 0.2

Other effects –1.2 –1.7

Return on net assets –24.4 2.7

Impact of change in discount –1.6 –5.4

Return to Ordinary shareholders –26.0 –2.7

Source: Xamin/Datastream/Morningstar. All figures are on a total return basis.

Performance attribution analyses how the Company achieved its recorded performancerelative to its benchmark.

A glossary of terms and definitions is provided on page 56



Outlook

In 2014, the Brazilian market is not trading on fundamentals but is driven byspeculation on the outcome of the election. Consumer confidence has deteriorated,investment has stalled leading to an output gap, inflation has spiked above the band,unemployment looks low but this is artificially led by the drop of participation in thelabour force. The deterioration of the economic backdrop increases the chance of achange of administration, but regardless of who is in power following the elections,2015 will be challenging because there will be fiscal adjustments required. Howeverthe promise of renewed political stability could stimulate investment and move thiscontinental-sized economy back on track for growth.

There is hope and valuations do not look demanding with the market trading on aPE ratio of 12, despite the rally since March.

Luis CarrilloSophie Bosch De HoodInvestment Managers 25th July 2014

Strategic Report continuedInvestment Managers’ Report continued



2014 2013

Total returns for the year ended 30th AprilReturn to Ordinary shareholders1 –26.0% –2.7%Return on net assets2 –24.4% +2.7%Benchmark3 –17.1% +0.2%

% change

Net asset value, share price and discountNet assets (£’000) 38,478 56,506 –31.9Ordinary shares in issue (excluding shares held in Treasury) 53,121,319 58,272,943 –8.8Subscription shares in issue4 — 8,213,724Net asset value per Ordinary share 72.4p 97.0p –25.4Ordinary share price 65.8p 90.0p –26.9Subscription share price4 — 3.6pOrdinary share price discount to net asset value per

Ordinary share 9.1% 7.2%

Revenue for the year ended 30th AprilGross revenue attributable to Ordinary shareholders (£’000) 1,412 1,605 –12.0Net revenue attributable to Ordinary shareholders (£’000) 487 599 –18.7Return per Ordinary share 0.88p 1.01p –12.9Dividend per Ordinary share 0.85p 1.00p –15.0

Gearing/(net cash) at 30th April5 (0.5)% (4.2)%

Ongoing charges6 1.90% 1.67%

A glossary of terms and definitions is provided on page 56.

1Source: Morningstar2Source: J.P. Morgan.3Source: Datastream. The Company’s benchmark is the MSCI Brazil 10/40 Index, with net dividends reinvested, in sterling terms.4On 30th June 2013, the Subscription share rights lapsed.5Gearing represents the excess amount above shareholders’ funds of total assets expressed as a percentage of the shareholders’ funds. Total assets include total investments and netcurrent assets/liabilities less cash/cash equivalents. If the amount calculated is negative, this is shown as a ‘net cash’ position. 6Management fee and all other operating expenses excluding performance fee, expressed as a percentage of the average daily net assets during the year.

Summary of Results



2014 2013Valuation Valuation

Company Sector £’000 %1 £’000 %1

Itaú Unibanco ADR Financials 4,134 10.7 5,437 9.6Attracts deposits and offers retail, commercial, corporate, and privatebanking services.

Petroleo Brasileiro Petrobras Energy 3,478 9.0 5,678 10.1Explores for and produces oil and natural gas.

Vale ADR2 Materials 2,669 6.9 — —Produces and sells iron ore, pellets, manganese, alloys, gold and other metalderivatives. The company also owns and operates railroads and maritimeterminals.

Banco Bradesco ADR Financials 2,003 5.2 2,772 4.9Attracts deposits and offers commercial banking services.

Cielo3 Information Technology 1,887 4.9 592 1.1An electronic payment solutions company based in Brazil and Latin America.The company is responsible for accreditation of commercial establishmentsas well as capture, transmission, processing and settlement of transactionsmade with credit and debit cards and as network management services.

Ambev ADR2 Consumer Staples 1,878 4.9 — —The primary business is the production and distribution of beer. Thecompany also operates in the soft drinks and non-alcoholic andnon-carbonated businesses with proprietary brands. The company hasexclusive bottler and distributor rights for Pepsi products in Brazil.

Embraer ADR3 Industrials 1,561 4.1 1,307 2.3Manufactures and markets commercial, corporate, and defence aircraft. Thecompany also provides maintenance and repair services and markets spareparts for its jets. The company markets its aircraft to commercial airlinesmainly in the United States, Europe and to governments in Europe and LatinAmerica.

Valid Soluções e Serviços de Segurança em Meios de Industrials 1,552 4.0 2,580 4.6Pagamento e IdentificaçãoProvides security printing and payment services to financial institutions,telecom companies, governments and public agencies.

Eternit Materials 1,291 3.4 1,722 3.0Manufactures and distributes construction materials in Brazil.

Brasil Insurance Participações3 Financials 1,275 3.3 688 1.2Acts as a holding company investing in Insurance companies and as anInsurance broker. The company offers insurance products, open pensionplans, and special savings bonds.

Total 21,728 56.4

1Based on total assets less current liabilities of £38.5m (2013: £56.5m).2Not held in the portfolio at 30th April 2013.3Not within ten largest investments at 30th April 2013.4At 30th April 2013, the value of the ten largest investments amounted to £29.2m representing 51.6% of total assets less current liabilities.

Year-on-year movements in valuation reflect the effect of sales and purchases as well as changes in share prices.

Strategic Report continuedTen Largest Equity Investmentsat 30th April 2014



30th April 2014 30th April 2013Portfolio Benchmark Portfolio Benchmark

%1 % %1 %

Financials 30.7 32.2 31.6 28.2

Industrials 19.7 6.1 16.4 7.1

Materials 13.6 13.5 9.8 15.5

Consumer Staples 10.4 14.6 13.2 14.7

Energy 9.3 12.4 10.0 13.1

Consumer Discretionary 8.0 6.2 10.7 6.0

Information Technology 6.0 4.2 1.0 3.1

Health Care 1.5 0.8 1.7 1.1

Utilities — 6.6 1.5 7.4

Telecommunication Services — 3.4 — 3.8

Liquidity Fund — — 1.7 —

Net current assets 0.8 — 2.4 —

Total 100.0 100.0 100.0 100.0

1Based on total assets less current liabilities of £38.5m (2013: £56.5m).

Sector Analysisat 30th April 2014



ValuationCompany £’000

FinancialsItaú Unibanco ADR 4,134Banco Bradesco ADR 2,003Brasil Insurance Participações 1,275Itaúsa Investimentos Itaú1 931BM&F Bovespa Sa Bolsa de Valores 879Credicorp2 (Peruvian) 725Banco do Brasil 572LPS Brasil – Consultoria De Movei 544Banco do Estado do Rio Grande do Sul 527Qualitas Controladora Sab De CV 210

Total Financials 11,800

IndustrialsEmbraer ADR 1,561Valid Soluções e Serviços de Segurança em

Meios de Pagamento e Identificaçao 1,552Mills Estruturas e Serviços 974Localiza Rent a Car 892Marcopolo 843Iochpe-Maxion 722Wilson Sons 627Randon Implementos e Participações 416

Total Industrials 7,587

MaterialsVale ADR 2,669Eternit 1,291Eucatex Industria e Comercio 566Gerdau 362Mexichem2 (Mexican) 360

Total Materials 5,248

Consumer StaplesAmbev ADR 1,878BRF Brasil Foods ADR 695Drogasil 611M Dias Branco 509Souza Cruz 315

Total Consumer Staples 4,008

ValuationCompany £’000

EnergyPetroleo Brasileiro Petrobras1 3,478Tenaris ADR 81

Total Energy 3,559

Consumer DiscretionaryLojas Renner 817Alpargatas Preference 511Anhanguera Educacional Participacoe 458Fras-Le 350VIA Varejo 282Arezzo Industria E Comercio 261Estacio Participacoes 199EZ Tec Empreendimentos 186

Total Consumer Discretionary 3,064

Information TechnologyCielo 1,887Linx 427

Total Information Technology 2,314

Health CareOdontoprev 571

Total Health Care 571

Total Investment Portfolio 38,151

1Includes Preference shares.2Non-Brazilian holdings.

The portfolio comprises investments in equity shares and ADRs.

Strategic Report continuedList of Investmentsat 30th April 2014



The aim of the Strategic Report is to provide shareholders withthe ability to assess how the Directors have performed theirduty to promote the success of the Company during the yearunder review. To assist shareholders with this assessment, theStrategic Report sets out the structure and objective of theCompany, its investment policies and risk management,performance and key performance indicators, share capital,principal risks and how the Company seeks to manage thoserisks, the Company’s environmental, social and ethical policyand finally its future developments.

Business ReviewStructure and Objective of the CompanyJPMorgan Brazil Investment Trust plc is an investment trustcompany that has a premium listing on the London StockExchange. Its objective is to provide shareholders with longterm total returns, predominantly comprising capital growthbut with the potential for income, by investing primarily inBrazilian focused companies. In seeking to achieve thisobjective, the Company employed JPMorgan AssetManagement (UK) Limited (‘JPMAM’ or the ‘Manager’) up to30th June 2014 to actively manage the Company’s assets. Witheffect from 1st July 2014, JPMorgan Funds Limited (‘JPMF’ orthe ‘Manager’), an affiliate of JPMAM has been appointed asthe Company’s Alternative Investment Fund Manager (‘AIFM’)to manage its assets and also to act as the new CompanySecretary. The Board has determined an investment policy andrelated guidelines and limits as described below.

The Company is an investment company within the meaningof Section 833 of the Companies Act 2006 and has beenapproved by HM Revenue & Customs as an investment trust(for the purposes of Sections 1158 and 1159 of the CorporationTax Act 2010) for the year ended 30th April 2013 and futureyears. The Directors have no reason to believe that theCompany will not continue to qualify as an investment trust.As a result, the Company is not liable for taxation arising oncapital gains. The Company is not a close company for taxationpurposes.

The Company is subject to UK and European legislation andregulations including UK company law, Financial ReportingStandards, the UK Listing, Prospectus, Disclosure andTransparency Rules, taxation law and the Company’s ownArticles of Association.

Investment Policies and Risk ManagementIn order to achieve the Company’s investment objective and toseek to manage risk, the Board imposes various investmentlimits and restrictions.

• The Company invests primarily in Brazilian companies andthose incorporated or listed outside Brazil whose Brazilianoperations constitute a material part of their business.Up to 10% of assets may be invested in companies focusedon other Latin American countries.

• There is no limit placed on the market capitalisation orsector of any investee companies. However, the Companymay reduce its equity holdings to a minimum of 60% of itsgross assets if it is considered to be beneficial toperformance.

• The Company may invest in listed or unlisted securities orequity-linked securities, in addition to fixed income bonds.Unlisted securities will not exceed 10% of gross assets atthe time of investment.

• The Company may invest no more than 15% of gross assetsin any one company or group at the time of investment.

• The Company may invest no more than 10% of gross assetsin other UK listed investment companies (includinginvestment trusts) at the time of investment.

Compliance with the Board’s investment restrictions andguidelines is monitored continuously by the Manager and isreported to the Board on a monthly basis.

PerformanceIn the year to 30th April 2014, the Company produced aportfolio return of –23.2% pre-expenses and share buy backs,compared with the return on the Company’s benchmark indexof –17.1%. Portfolio return net of fees and expenseswas –24.4%. At 30th April 2014, the value of the Company’sinvestment portfolio was £38.1 million (2013: £55.2 million).The Investment Managers’ Report on pages 5 to 8 includesa review of developments during the period as well asinformation on investment activity within the Company’sportfolio.

Total Return, Revenue and Dividends Gross total loss amounted to £12.8 million (2013: £2.3 millionreturn) and net total loss after deducting administrativeexpenses and taxation, amounted to £13.7 million (2013:£1.2 million return). Distributable income for the yearamounted to £0.5 million (2013: £0.6 million).

The Directors recommend a final dividend of 0.85p (2013:1.00p) per Ordinary share payable on 19th September 2014to holders on the register at the close of business on22nd August 2014. This dividend will cost £452,000 (2013:£583,000) and the revenue reserve after allowing for thedividend will amount to £496,000 (2013: £438,000).


Strategic Report continuedBusiness Review continued


Key Performance Indicators (‘KPIs’) The Board uses a number of financial KPIs to monitor andassess the performance of the Company. The principal KPIsare:

• Performance against the benchmark This is the most important KPI by which performance is

judged and it is discussed in the Investment Manager’sreport in more detail on pages 5 to 8.

Performance Relative to BenchmarkFigures have been rebased to 100 at 25th April 2010

Source: Morningstar/MSCI.

JPMorgan Brazil – Ordinary share price.

JPMorgan Brazil – diluted net asset value per Ordinary share.

The Company’s benchmark (represented by the grey dotted line) is the MSCI Brazil10/40 Index, with net dividends reinvested, in sterling terms.

Performance since InceptionFigures have been rebased to 100 at 25th April 2010


JPMorgan Brazil – Ordinary share price.

JPMorgan Brazil – diluted net asset value per Ordinary share.

Benchmark.

• Performance against the Company’s peers The principal objective is to achieve capital growth relative

to the benchmark. The Board also monitors performance

compared with a broad range of competitor funds,however, there is a limited degree of comparability with theCompany’s unique investment objective and policies.

• Share price premium/(discount) to net asset value (‘NAV’)per share

The Board has adopted a share repurchase policy thatseeks to address imbalances in supply of and demand forthe Company’s shares in the market and thereby seeks tomanage the volatility and absolute level of the premium ordiscount to NAV per share at which the Company’s sharestrade. The Board’s intention is to use its share repurchaseand issuance powers with the aim of establishing areasonably stable long term level of premium or discount.In the year to 30th April 2014, the shares traded at adiscount varying between 2.9% and 8.1%.

In addition, a tender offer may be triggered if the Ordinaryshares have traded on average at a discount of more than5% to the Net Asset Value per Ordinary share in the30 calendar days ending on 31st July and 31st January ineach year. If such a discount arises in any calculationperiod, the Board, subject to its overriding discretion notto proceed with a tender offer at any time and to thesatisfaction of any relevant conditions, will seek to procurethat there will be a tender offer for 15% of the thenoutstanding issued ordinary share capital on each suchoccasion. The price at which the Ordinary shares will beacquired will be determined by the Board at the time butit is currently intended to reflect the costs of realising theCompany’s investments in order to generate cash proceedsfor exiting investors less an additional exit charge of 2% ofthis price. No tender offer was triggered during thefinancial year.

Premium (+)/Discount (–)

Source: Datastream.

JPMorgan Brazil – Ordinary share price premium/(discount) to diluted net assetvalue per Ordinary share.

85

90

95

100

105

110

115

30/04/14

28/02/14

31/12/13

31/10/13

31/08/13

30/06/13

30/04/13

28/02/13

31/12/12

31/10/12

30/08/12

30/06/12

30/04/12

29/02/12

31/12/11

31/10/11

31/08/11

30/06/11

30/04/11

28/02/11

31/12/10

31/10/10

31/08/10

30/06/10

30/04/10

25/04/10

50

60

70

80

90

100

110

120

30/04/14

28/02/14

31/12/13

31/10/13

31/08/13

30/06/13

30/04/13

28/02/13

31/12/12

31/10/12

30/08/12

30/06/12

30/04/12

29/02/12

31/12/11

31/10/11

31/08/11

30/06/11

30/04/11

28/02/11

31/12/10

31/10/10

31/08/10

30/06/10

30/04/10

25/04/10

-10-8-6-4-20246810

30/04/14

28/02/14

31/12/13

31/10/13

30/08/13

30/06/13

30/04/13

28/02/13

31/12/12

31/10/12

31/08/12

30/06/12

30/04/12

29/02/12

30/12/11

31/10/11

31/08/11

30/06/11

30/04/11

28/02/11

31/12/10

31/10/10

31/08/10

30/06/10

30/04/10

26/04/10



• Ongoing Charges The Ongoing Charges represents the Company’s

management fee and all other operating expenses excludingperformance fee, expressed as a percentage of the averagedaily net assets during the year. The Ongoing Charges for theyear were 1.90% (2013: 1.67%). The Board pays closeattention to the level of expenses. The charges for the yearunder review were considered reasonable, particularly giventhe smaller size of the Company, and no further action wasconsidered necessary.

Share CapitalThe Company has authority to issue new shares, to repurchaseshares into Treasury and to repurchase shares for cancellation.

During the year, the Company repurchased a total of 5,154,624Ordinary shares into Treasury, this represented 8.8% of theissued share capital. As at 30th April 2014, 8,607,579 shareswere held in Treasury. The Company will reissue shares held inTreasury only at a premium to NAV. There were nil sharesrepurchased for cancellation.

During the year the Company issued 3,000 Ordinary sharesfollowing the conversion of Subscription shares for a totalconsideration of £3,000. The Company had issued 9,348,270Subscription shares at the launch of the Company as a bonusissue to the Ordinary shareholders on the basis of oneSubscription share for every five Ordinary shares held. TheSubscription Share rights lapsed after the final subscriptiondate of 30th June 2013 and, in accordance with theshareholder resolutions passed on 13th and 16th September2013, all outstanding Subscription shares were converted intodeferred shares, repurchased by the Company and cancelled.The UKLA cancelled the listing of the Subscription shares on30th September 2013.

Resolutions to renew the authority to repurchase shares andissue new shares will be put to shareholders at theforthcoming Annual General Meeting. More details are givenon pages 19 and 20 and the full text of the resolutions is set outin the Notice of Meeting on pages 53 and 54.

Principal RisksWith the assistance of the Manager, the Board has drawn upa risk matrix, which identifies the key risks to the Company.These key risks fall broadly into the following categories:

• Investment and Strategy: An inappropriate investmentstrategy, for example asset allocation or the level ofgearing, may lead to underperformance against theCompany’s benchmark index and peer companies,

resulting in the Company’s shares trading on a widerdiscount. The Board manages these risks by diversificationof investments through its investment restrictions andguidelines, which are monitored and reported on. TheManager provides the Directors with timely and accuratemanagement information, including performance data andattribution analysis, revenue estimates, liquidity reportsand shareholder analyses. The Board monitors theimplementation and results of the investment process withthe investment managers who attend all Board meetings,and reviews data which show statistical measures of theCompany’s risk profile. The investment managers would befree to employ the Company’s gearing tactically, within astrategic range set by the Board. The Board holds aseparate meeting devoted to strategy each year. In additionto the regular Board meetings, the Board visits Brazil on anannual basis to discuss strategy and consider all relevantaspects of investment in Brazil.

• Financial: The financial risks faced by the Company includeforeign currency risk, interest rate risk, other price risk,liquidity risk and credit risk. Further details are disclosed innote 21 on pages 46 to 51.

• Accounting, Legal and Regulatory: In order to qualify as aninvestment trust, the Company must comply withSection 1158. Details of the Company’s approval are givenunder ‘Business of the Company’ above. Were the Companyto breach Section 1158, it might lose investment trust statusand, as a consequence, gains within the Company’sportfolio could be subject to Capital Gains Tax. TheSection 1158 qualification criteria are continuallymonitored by the Manager and the results reviewed by theBoard each month. The Company must also comply withthe provisions of the Companies Act 2006 and, since itsshares are listed on the London Stock Exchange, the UKLAListing Rules. A breach of the Companies Act could result inthe Company and/or the Directors being fined or thesubject of criminal proceedings. Breach of the UKLAListing Rules could result in the Company’s shares beingsuspended from listing which in turn would breachSection 1158. The Board relies on the services of itsCompany Secretary to ensure compliance with theCompanies Act 2006 and the UKLA Listing Rules and DTRs.

• Corporate Governance and Shareholder Relations: Detailsof the Company’s compliance with Corporate Governancebest practice, including information on relations withshareholders, are set out on pages 20 to 25.



• Operations: Disruption to, or failure of, the Manager’saccounting, dealing or payments systems or thecustodian’s records could prevent accurate reporting andmonitoring of the Company’s financial position. Details ofhow the Board monitors the services provided by theManager and its associates and the key elements designedto provide effective risk management and internal controlare included on page 24.

• Political and Economic: Changes in financial or taxlegislation, including in Brazil, may adversely affect theCompany. The Manager makes recommendations to theBoard on accounting, dividend and tax policies and theBoard seeks external advice where appropriate. Inaddition, the Company is subject to administrative risks,such as the imposition of restrictions on the freemovement of capital. The Board monitors the impact of anychanges in such restrictions on the Company.

Board Diversity

The Board has no current intention of making any changes tothe Board composition. When recruiting a new Director infuture, the Board’s policy is to introduce diversity subject toidentifying candidates with optimum skill, knowledge andexperience relevant to the Company’s requirements.

Employees, Social, Community and Human Rights Issues

The Company has a management contract with the Manager.It has no employees and all of its Directors are non-executive.The day to day activities are carried out by third parties. Thereare therefore no disclosures to be made in respect ofemployees. The Board notes the Manager’s policy statementsin respect of Social, Community and Environmental andHuman Rights issues, as highlighted in italics:

Social, Community, Environmental and Human Rights

The Manager believes that companies should act in a socially responsiblemanner. Although our priority at all times is the best economic interestsof our clients, we recognise that, increasingly, non-financial issues such

as social and environmental factors have the potential to impact theshare price, as well as the reputation of companies. Specialists within theManager’s environmental, social and governance (‘ESG’) team are taskedwith assessing how companies deal with and report on social andenvironmental risks and issues specific to their industry.

The Manager is also a signatory to the United Nations Principles ofResponsible Investment, which commits participants to six principles,with the aim of incorporating ESG criteria into their processes whenmaking stock selection decisions and promoting ESG disclosure. Ourdetailed approach to how we implement the principles is available onrequest.

Greenhouse Gas Emissions

The Company is managed by the Manager. It has no employeesand all of its Directors are non-executive, the day to dayactivities being carried out by third parties. There are thereforeno disclosures to be made in respect of employees. TheCompany itself has no premises, consumes no electricity, gasor diesel fuel and consequently does not have a measurablecarbon footprint. The Company’s manager, is a signatory to theCarbon Disclosure Project and JPMorgan Chase is a signatoryto the Equator Principles on managing social andenvironmental risk in project finance.

Future Developments

Clearly, the future development of the Company is muchdependent upon the success of the Company’s investmentstrategy in the light of economic and equity marketdevelopments and the continued support of its shareholders.The Investment Managers discuss the outlook in their reporton page 8.

For and on behalf of the Board Howard Myles,Chairman

25th July 2014

Strategic Report continuedBusiness Review continued



All Directors are members of the Audit Committee and are considered independent of theManager.

Howard Myles

Chairman since 24th February 2010.

Remuneration: £30,000 (with effect from 1 May 2013).Qualifications for Board Membership: He was a partner in Ernst & Young from 2001 untilJune 2007 and was responsible for the investment funds corporate advisory team. He waspreviously with UBS Warburg from 1987 to 2001. Mr. Myles began his career in stockbrokingin 1971 as an equity salesman and joined Touche Ross in 1975 where he qualified as achartered accountant. In 1978 he joined W. Greenwell & Co. in the corporate broking teamand in 1987 moved to SG Warburg Securities where he was involved in a wide range ofcommercial and industrial transactions in addition to leading Warburg’s corporate financefunction for investment funds. He is a fellow of the Institute of Chartered Accountantsin England and Wales and of The Chartered Securities Institute. He is currently anon-executive director of Blackrock Hedge Selector Limited, Aberdeen Private EquityFund Ltd, Baker Steel Resources Trust, The World Trust Fund, Small Companies DividendTrust plc and BBGI SICAV S.A.

Connections with Manager: None.

Shared directorships with other Directors: None.

Shareholding in Company: nil.

Mark Bridgeman

Chairman of the Audit Committee.

A Director since 24th February 2013.

Remuneration: £27,000 (with effect from 1 May 2013).Qualifications for Board Membership: He was Global Head of Research at Schroders PLC untillate 2008, when he left to manage his own family farming business. Over the course of19 years spent at Schroders he worked both as an investment analyst and fund manager inthe UK and around the world, where his roles included being an Emerging Markets fundmanager and Head of Emerging Markets research. Since leaving Schroders he has taken on anumber of non-executive and advisory roles within the investment trust, private equity, landmanagement and charity sectors. He is currently a non-executive director of The EasternEuropean Trust plc and The Law Debenture Trust Corporation plc.



Shareholding in Company: 21,007 Ordinary Shares.

Victor Bulmer-Thomas

A Director since 24th February 2010.

Remuneration: £24,000 (with effect from 1 May 2013).

Qualifications for Board Membership: He is currently a non executive director of New IndiaInvestment Trust PLC. From 2001 to 2006 he was the Director of Chatham House. From 1992to 1998 he was the Director of the Institute of Latin American studies at the University ofLondon. He was made a Commander of the Order of the Southern Cross by the Braziliangovernment in 1998.



Shareholding in Company: 108,300 Ordinary Shares.

GovernanceBoard of Directors



The Directors present their report and audited financialstatements for the year ended 30th April 2014.

A number of disclosures previously incorporated in theDirectors’ Report are now included in the Strategic Review.These include: Business of the Company; Investment Objective;Investment Policies and Risk Management; InvestmentRestrictions and Guidelines; Performance; Total Return.Revenue and Dividends; KPIs; Share Capital; Principal Risks;Employee, Social, Community and Human Rights Issues andFuture Developments.

Management of the Company

The Manager and Secretary was JPMAM up to 30th June 2014.JPMAM is a wholly owned subsidiary of JPMorgan Chase Bankwhich, through other subsidiaries, also provides banking,dealing and custodial services to the Company. With effectfrom 1st July 2014, JPMF, an affiliate of JPMAM has beenappointed the Manager and Secretary.

The Board conducts a formal evaluation of the Manager on anannual basis. The evaluation includes consideration of theinvestment strategy and process of the Manager, performanceagainst the benchmark over the long term and the supportthat the Company receives from the Manager. As a result of theevaluation process, the Board is of the opinion that thecontinuing appointment of the Manager is in the interestsof the shareholders.

Management Fee

The Manager is employed under a contract which is subject tosix months’ notice of termination. If the Company wishes toterminate the contract on less than six months’ notice, thebalance of the six months’ remuneration is payable by wayof compensation.

Under the terms of the Management Agreement, themanagement fee is charged at the rate of 1.0% per annum ofthe Company’s total assets less current liabilities. The fee iscalculated and paid monthly in arrears. Investments made bythe Company in investment funds on which the Manager or amember of its group earns a fee are excluded from thecalculation and therefore attract no management fee.

In addition, the Manager is entitled to receive a performancefee equivalent to 10% of any outperformance of theCompany’s Net Asset Value per Ordinary share (on a totalreturn basis) over the Company’s benchmark index, the MSCI

Brazil 10/40 Index (in sterling terms) with net dividendsreinvested, over a performance fee measurement period.A performance fee measurement period ends, and restarts, ata financial year end when outperformance of the Company’sbenchmark has been achieved and a performance fee earned.That is, the period may be more than one year. The maximumperformance fee that can be paid to the Manager in any oneyear is capped at 1.0% of the Company’s average monthly totalassets less current liabilities, and in a year when the Companyproduces a negative net asset value total return per share, thisamount will be accrued but not paid. Any amount earned inexcess of this cap will be carried forward and will be offsetagainst any underperformance in future years. During the yearended 30th April 2014, the Company produced a negative netasset value total return per share, and underperformed itsbenchmark index. As a result, a negative performance feeamounting to £300,000 will be offset against anyoverperformance in future years.

Going Concern

The Directors believe that, having considered the Company’sinvestment objective (see page 13), risk management policies(see pages 46 to 51), capital management policies andprocedures (see page 52), the nature of the portfolio andexpenditure projections, that the Company has adequateresources, an appropriate financial structure and suitablemanagement arrangements in place to continue in operationalexistence for the foreseeable future. For these reasons, theyconsider that there is reasonable evidence to continue to adoptthe going concern basis in preparing the accounts.A continuation vote was passed by the Company’s shareholdersin 2013. This will be put to shareholders again at the 2016 AGM.

Directors

All Directors served throughout the year and their details areincluded on page 17. Details of their beneficial shareholdingsmay be found in the Directors’ Remuneration Report onpage 27.

Victor Bulmer-Thomas will stand for reappointment at theforthcoming Annual General Meeting.

Director Indemnification and Insurance

As permitted by the Company’s Articles of Association, theDirectors have the benefit of an indemnity which is a qualifyingthird party indemnity, as defined by Section 234 of the

Governance continuedDirectors’ Report



Companies Act 2006. The indemnities were in place during theperiod and as at the date of this report.

An insurance policy is maintained by the Company whichindemnifies the Directors of the Company against potentialliabilities arising in the conduct of their duties. There is nocover against fraudulent or dishonest actions.

Disclosure of information to the Auditor

In the case of each of the persons who are Directors of theCompany at the time when this report was approved:

(a) so far as each of the Directors is aware, there is no relevantaudit information (as defined in the Companies Act 2006)of which the Company’s auditor is unaware, and

(b) each of the Directors has taken all the steps that he oughtto have taken as a Director in order to make himself awareof any relevant audit information (as defined) and toestablish that the Company’s auditor is aware of thatinformation.

The above confirmation is given and should be interpreted inaccordance with the provision of Section 418 of the CompaniesAct 2006.

Independent Auditor

Ernst & Young LLP have expressed their willingness tocontinue in office as auditor to the Company and a resolutionproposing their reappointment and to authorise the Directorsto agree their remuneration for the ensuing year will be put toshareholders at the forthcoming Annual General Meeting.

Section 992 Companies Act 2006

The following disclosures are made in accordance withSection 992 of the Companies Act 2006.

Capital StructureThe Company’s capital structure is summarised on the‘Features’ page.

Voting Rights in the Company’s sharesDetails of the voting rights in the Company’s shares as at thedate of this report are given in note 16 to the Notice of Meetingon page 53.

Notifiable Share InterestsAt the financial year-end, the following had declared anotifiable interest in the Company’s voting rights:

Ordinary shares Number of Shareholders shares held %

JPMorgan Chase & Co 8,792,848 16.08Rathbone Investment Management Ltd 3,534,190 6.67Brewin Dolphin Limited 2,628,523 4.95Investec Wealth & Investment Ltd 1,638,187 3.09

The Company is also aware that approximately 18.7% of theCompany’s total voting rights are held by individuals throughsavings products managed by the Manager and registered inthe name of Chase Nominees Limited. If those voting rights arenot exercised by the beneficial holders, in accordance with theterms and conditions of the savings products, under mostcircumstances the Manager has the right to exercise thosevoting rights. That right is subject to certain limits andrestrictions and falls away at the conclusion of the relevantgeneral meeting.

The rules concerning the appointment and replacement ofDirectors, amendment of the Articles of Association andpowers to issue or buy back the Company’s shares arecontained in the Articles of Association of the Company andthe Companies Act 2006.

There are no restrictions concerning the transfer of securitiesin the Company; no special rights with regard to controlattached to securities; no agreements known to the Companybetween holders of securities regarding their transfer;no agreements which the Company is party to that affect itscontrol following a takeover bid; and no agreements betweenthe Company and its directors concerning compensation forloss of office.

Annual General Meeting

NOTE: THIS SECTION IS IMPORTANT AND REQUIRES YOURIMMEDIATE ATTENTION. If you are in any doubt as to the actionyou should take, you should seek your own personal financialadvice from your stockbroker, bank manager, solicitor or otherfinancial adviser authorised under the Financial Services andMarkets Act 2000.

Resolutions relating to the following items of special businesswill be proposed at the forthcoming Annual General Meeting:

(i) Authority to allot relevant Securities (resolution 7) The Directors will seek authority at the Annual GeneralMeeting to issue new shares equivalent to 10% of the presentissued share capital. This authority will remain in effect until


Governance continuedDirectors’ Report continued


the Annual General Meeting in 2015 unless renewed at anearlier general meeting. The full text of the resolution is set outin the Notice of Meeting on page 53.

The Directors intend to use this authority when they considerthat it is in the best interests of shareholders to do so and tosatisfy continuing demand for the Company’s Ordinary shares.It is also advantageous for the Company to be able to issuenew shares (or to sell Treasury shares) to participantspurchasing shares through the JPMorgan savings products.As such issues are only made at prices greater than the NAV,they are not dilutive. They increase the assets underlying eachshare and spread the Company’s administrative expenses,other than the management fee which is charged on the valueof the Company’s assets, over a greater number of shares.

(ii) Disapplication of pre-emption rights (resolution 8) Resolution 7 seeks authority to disapply statutory pre-emptionrights on any issues of new shares. This avoids the legalrequirement to offer them pro rata to all shareholders. Thefull text of the resolution is set out in the Notice of Meeting onpage 53.

(iii) Authority to repurchase the Company’s shares (resolution 9) A resolution will be proposed at the Annual General Meetingthat the Company be authorised to purchase in the market upto 14.99% of the Company’s issued share capital as at the dateof the passing of this resolution using its distributable reserves.

The decision as to whether the Company repurchases anyshares will be at the discretion of the Board and purchases willbe made in the market and at prices below the prevailing netasset value per share. Under the rules of the London StockExchange, the maximum price that may be paid on a purchaseby a company of its shares under a general authority is 105% ofthe average of the middle market quotations of the shares forthe five business days immediately before the day on which thepurchase is made. The minimum price that the Company willpay for a share will be one pence (the nominal value of eachshare). The Company will utilise the authority to purchaseshares on an ad hoc basis by either a single purchase or a seriesof purchases as and when market conditions are appropriate.

The authority to purchase shares will last until the AnnualGeneral Meeting in 2015 or until the whole of the 14.99% hasbeen acquired, whichever is the earlier. The authority may berenewed by shareholders at any time at a general meeting.

Recommendation The Board considers that resolutions 7 to 9 are likely topromote the success of the Company and are in the bestinterests of the Company and its shareholders as a whole.The Directors unanimously recommended that you vote infavour of the resolutions as they intend to do in respect of theirown beneficial holdings.

Corporate Governance Compliance

The Company is committed to high standards of corporategovernance. This statement, together with the Statement ofDirectors’ Responsibilities on page 29, indicates how theCompany has applied the principles of good governance of theFinancial Reporting Council’s UK Corporate Governance Code(the ‘UK Corporate Governance’) and the AIC’s Code ofCorporate Governance (the ‘AIC Code’), which complementsthe UK Corporate Governance Code and provides a frameworkof best practice for investment trusts.

The Board is responsible for corporate governance andconsiders that the Company has complied with the bestpractice provisions of the UK Corporate Governance Code,insofar as they are relevant to the Company’s business, and theAIC Code throughout the period under review and up to thedate of approval of the annual report and accounts.

Role of the Board

A management agreement between the Company and theManager sets out the matters which have been delegated to theManager. This includes management of the Company’s assetsand the provision of accounting, company secretarial,administration, and some marketing services. All other mattersare reserved for the approval of the Board. A formal schedule ofmatters reserved to the Board for decision has been approved.This includes determination and monitoring of the Company’sinvestment objectives and policy and its future strategicdirection, 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’scorporate governance and risk control arrangements.

The Board has procedures in place to deal with potentialconflicts of interest and, in accordance with the requirements



of the Bribery Act 2010, has adopted appropriate proceduresdesigned to prevent bribery. It confirms that the procedureshave operated effectively during the period under review.

The Board meets on at least four occasions during the year andadditional meetings are arranged as necessary. Full and timelyinformation is provided to the Board to enable it to functioneffectively and to allow Directors to discharge theirresponsibilities.

There is an agreed procedure for Directors to takeindependent professional advice if necessary and at theCompany’s expense. This is in addition to the access that everyDirector has to the advice and services of the CompanySecretary, which is responsible to the Board for ensuring thatBoard procedures are followed and for compliance withapplicable rules and regulations.

Board Composition

The Board consists of three non-executive Directors, all ofwhom are regarded by the Board as independent of theCompany’s Manager and Secretary. The Directors have abreadth of investment, business and financial skills andexperience relevant to the Company’s business. Briefbiographical details of each Director are set out on page 17.

A review of Board composition and balance is included as partof the annual performance evaluation of the Board, details ofwhich may be found below. The Board has considered whethera senior independent director should be appointed and hasconcluded that, as the Board is composed entirely ofnon-executive directors, this is unnecessary at present.However, the Chairman of the Audit Committee leads theevaluation of the performance of the Chairman and is availableto shareholders if they have concerns that cannot be resolvedthrough discussion with the Chairman.

Tenure

Directors are initially appointed until the following AnnualGeneral Meeting when, under the Company’s Articles ofAssociation, it is required that they be reappointed byshareholders. Thereafter, a Director’s appointment runs for aterm of three years. In the light of the performance evaluationcarried out each year, the Board will decide whether it isappropriate for the Director to seek an additional term.

A Director’s continuing appointment is subject to re-electionby shareholders on retirement by rotation in accordance withthe Company’s Articles of Association. The Company’s Articlesof Association require that Directors stand for re-election atleast every three years.

The Board recommends the reappointment of VictorBulmer-Thomas following a performance review conductedby the Audit Committee which concluded that he continuesto add value to the Board.

The Board does not believe that length of service in itselfnecessarily disqualifies a Director from seeking reappointmentbut, when making a recommendation, the Board will takeinto account the ongoing requirements of the UK CorporateGovernance Code, including the need to refresh the Board andits Committees.

The terms and conditions of Directors’ appointments are setout in formal letters of appointment, copies of which areavailable for inspection on request at the Company’sregistered office and at the Annual General Meeting.

Meetings and Committees

The Board delegates certain responsibilities and functions tothe Audit Committee. Details of membership of the AuditCommittee are shown with the Directors’ profiles on page 17.

The table below details the number of Board and AuditCommittee meetings attended by each Director. During theperiod under review there were four Board meetings, as wellas a private meeting of the Directors to evaluate the Managerand three Audit Committee meetings.

Audit Board Committee Meetings Meetings Held HeldDirector (Attended) (Attended)

Mark Bridgeman 5(5) 3(3)Victor Bulmer-Thomas 5(5) 3(3)Howard Myles 5(5) 3(3)

In addition, there were a number of other ad hoc meetings foradministrative purposes.




Training and Appraisal

On appointment, the Manager and Company Secretary provideall Directors with induction training. Thereafter regularbriefings are provided on changes in regulatory requirementsthat affect the Company and Directors. Directors areencouraged to attend industry and other seminars coveringissues and developments relevant to investment trusts.

The Board has agreed procedures for the formal evaluation ofthe Manager, its own performance and that of the AuditCommittee and individual Directors. Questionnaires, drawn upby the Board, are completed by each Director. The responsesare collated and then discussed at a private meeting of theAudit Committee. The evaluation of individual Directors is ledby the Chairman, on the basis of the questionnaires, and theAudit Committee Chairman leads the evaluation of theChairman’s performance.

Board Committee

Audit Committee The Audit Committee, chaired by Mark Bridgeman, andcomprising all the independent Directors, meets at least twiceeach year to consider audit matters. The members of the AuditCommittee consider that they have the requisite skills andexperience to fulfil the responsibilities of the Committee.

The Committee reviews the actions and judgements of theManager in relation to the half year and annual accounts andthe Company’s compliance with the UK Corporate GovernanceCode.

During its review of the Company’s financial statements forthe year ended 30th April 2014, the Audit Committeeconsidered the following significant issues, including thosecommunicated by the Auditors during their reporting:

Significant issue How the issue was addressed

The valuation of investments isundertaken in accordance with theaccounting policies, disclosed in note 1to the accounts on page 36. Controlsare in place to ensure that valuationsare appropriate and existence isverified through Custodianreconciliations.

Significant issue How the issue was addressed

Consideration is given to themethodology used to calculate fees,matched against the criteria set out inthe Investment ManagementAgreement. The Auditor independentlyrecalculates the fee calculations andhas not reported any exceptions aspart of its work on this area

Share transactions are accounted for inaccordance with accounting policynote 1(k) to (m) to the accounts onpages 37 to 38. The Committeediscussed with the Auditor its review ofthe accounting treatment adopted forshare transactions as part of its annualaudit work.

Approval for the Company as aninvestment trust under Sections 1158and 1159 for financial yearscommencing on or after 1st April 2013has been obtained and ongoingcompliance with the eligibility criteriais monitored by the Board on a regularbasis.

The Board was made fully aware of any significant financialreporting issues and judgements made in connection with thepreparation of the financial statements.

As a result of the work performed above, the Committee hasconcluded that the Annual Report for the year ended30th April 2014, taken as a whole, is fair, balanced andunderstandable and provides the information necessary forshareholders to assess the Company’s performance, businessmodel and strategy, and has reported on these findings to theBoard. The Board’s conclusions in this respect are set out inthe Statement of Directors’ Responsibilities on page 29.

The Committee reviews the terms of the managementagreement and examines the effectiveness of the Company’srisk management and internal control systems, receivesinformation from the Manager’s Compliance department andreviews the scope and results of the external audit, its

Valuation, existenceand ownership ofinvestments

Accounting for sharetransactions

Compliance withSections 1158 and 1159

Calculation ofmanagement andperformance fees



effectiveness and cost effectiveness, the balance of audit andnon-audit services, and the independence and objectivity ofthe external Auditor. In the Directors’ opinion the Auditors areindependent. The Committee also has a primary responsibilityfor making recommendations to the Board on thereappointment and removal of external Auditors.Representatives of the Company’s Auditor attend theCommittee meeting at which the draft annual report andaccounts are considered.

Having reviewed the performance of the external Auditors,including assessing the quality of work, timing ofcommunications and work with the Manager, the Committeeconsidered it appropriate to recommend their reappointment.The Board supported this recommendation which will be putto shareholders at the forthcoming Annual General Meeting.The current audit firm has audited the company’s financialstatements since its launch in 2010. The Company’s year ended30th April 2014 is the current Audit Partner’s second of a fiveyear maximum term. The performance of the Auditors willcontinue to be reviewed annually by the Committee, takinginto account all relevant guidance and best practice.

The Directors’ statement on the Company’s system of riskmanagement and internal control is set out on page 24.

The Committee fulfils the role of a Nomination Committee andmeets at least once a year to ensure that the Board has anappropriate balance of skills to carry out its fiduciary dutiesand to select and propose suitable candidates when necessaryfor appointment. A variety of sources, including externalsearch consultants, may be used to ensure that a wide range ofcandidates is considered. The Board’s policy on diversity,including gender, is to take account of the benefits of theseduring the appointment process. However, the Board remainscommitted to appointing the most appropriate candidate,regardless of gender or other forms of diversity. Therefore, notargets have been set against which to report.

The Committee undertakes an annual performance evaluationto ensure that all its members have devoted sufficient time andcontributed adequately to the work of the Board. In the light ofthese evaluations, the Committee makes recommendations tothe Board concerning the reappointment by shareholders ofany Director under the ‘retirement by rotation’ provisions inthe Company’s Articles of Association. The Committee alsoreviews Directors’ fees and makes recommendations to theBoard as and when required in relation to remuneration policy.

On an annual basis each Director submits a list of potentialconflicts of interest for approval. These are consideredcarefully, taking into account the circumstances surroundingthem and, if considered appropriate, are approved for a periodof one year.

Terms of ReferenceThe Audit Committee has written terms of reference whichdefine clearly its responsibilities. Copies are available forinspection on request at the Company’s registered office andat the Annual General Meeting.

Relations with Shareholders

The Board regularly monitors the shareholder profile of theCompany. It aims to provide shareholders with a fullunderstanding of the Company’s activities and performanceand reports formally to shareholders twice a year by way of theAnnual Report and Accounts and the Half Year Report. This issupplemented by daily publication, through the London StockExchange, of the net asset value of the Company’s shares.Shareholders may also visit the Company’s website atwww.jpmbrazil.co.uk, where the share price is updated every15 minutes during trading hours.

All shareholders have the opportunity, and are encouraged, toattend the Company’s Annual General Meeting, at which theDirectors and representatives of the Manager are available inperson to meet shareholders and answer their questions, anda presentation is given by the investment managers, whoreview the Company’s performance. During the year theCompany’s brokers, the investment managers, and theManager hold regular discussions with larger shareholders andmake the Board fully aware of their views. The Chairman andDirectors make themselves available as and when required tosupport these meetings and to address shareholder queries.The Directors may be contacted through the CompanySecretary whose details are shown on page 61.

The Company’s Annual Report and Accounts is published intime to give shareholders at least 21 days’ notice of the AnnualGeneral Meeting. Shareholders who cannot attend the meetingbut wish to raise questions in advance of the meeting areencouraged to write to the Company Secretary at the addressshown on page 61.

Details of the proxy voting position on each resolution will bepublished on the Company’s website shortly after the AnnualGeneral Meeting.




Risk Management and Internal Control

The UK Corporate Governance Code requires the Directors, atleast annually, to review the effectiveness of the Company’ssystem of risk management and internal control and to reportto shareholders that they have done so. This encompasses areview of all controls, which the Board has identified asincluding business, financial, operational, compliance and riskmanagement controls.

The Directors are responsible for the Company’s system of riskmanagement and internal control, which is designed tosafeguard the Company’s assets, maintain proper accountingrecords and ensure that financial information used within thebusiness, or published, is reliable. However, such a system canonly be designed to manage rather than eliminate the risk offailure to achieve business objectives and therefore can onlyprovide reasonable, but not absolute, assurance against fraud,material mis-statement or loss.

Since investment management, custody of assets and alladministrative services are provided to the Company by theManager and its associates, the Company’s system of riskmanagement and internal control mainly comprisesmonitoring the services provided by the Manager and itsassociates, including the operating controls established bythem, to ensure they meet the Company’s business objectives.The Company does not have an internal audit function of itsown, but relies on the internal audit department of theManager, and the Board keeps this arrangement under review.The key elements designed to provide effective riskmanagement and internal control are as follows:

Financial Reporting – Regular and comprehensive review bythe Board of key investment and financial data, includingmanagement accounts, revenue projections, analysis oftransactions and performance comparisons.

Management Agreement – Appointment of a manager andcustodian regulated by the Financial Conduct Authority (FCA),whose responsibilities are clearly defined in a writtenagreement.

Management Systems – The Manager’s system of riskmanagement and internal control includes organisationalagreements which clearly define the lines of responsibility,delegated authority, control procedures and systems. Theseare monitored by the Manager’s Compliance Departmentwhich regularly monitors compliance with FCA rules.

Investment Strategy – Authorisation and monitoring of theCompany’s investment strategy and exposure limits by theBoard.

The Board, either directly or through the Audit Committee,keeps under review the effectiveness of the Company’s systemof risk management and internal control by monitoring theoperation of the key operating controls of the Manager and itsassociates as follows:

• the Board, through the Audit Committee, reviews the termsof the management agreement and regular reports fromthe Manager’s Compliance department;

• the Board reviews the report on the risk management andinternal controls and operations of its custodian, JPMorganChase Bank, which is itself independently reviewed; and

• the Directors review every six months an independentreport on the risk management and internal controls andthe operations of the Manager.

By means of the procedures set out above, the Board confirmsthat it has reviewed the effectiveness of the Company’s systemof risk management and internal control for the year ended30th April 2014, and to the date of approval of this AnnualReport and Accounts.

The Board confirms that any failings or weaknesses identifiedduring the course of its review of the system of riskmanagement and internal control were not significant anddid not impact the Company.

Corporate Governance and Voting Policy

The Company delegates responsibility for voting to theManager. The following is a summary of the Manager’s policystatements on corporate governance, voting policy and socialand environmental issues, which has been reviewed and notedby the Board. Details on social and environmental issues areincluded in the Strategic Report on page 16.

Corporate Governance The Manager believes that corporate governance is integral to ourinvestment process. As part of our commitment to delivering superiorinvestment performance to our clients, we expect and encourage thecompanies in which we invest to demonstrate the highest standards ofcorporate governance and best business practice. We examine the sharestructure and voting structure of the companies in which we invest, aswell as the board balance, oversight functions and remuneration policy.



These analyses then form the basis of our proxy voting and engagementactivity.

Proxy Voting The Managermanages the voting rights of the shares entrusted to it as itwould manage any other asset. It is the policy of the Manager to vote in aprudent and diligent manner, based exclusively on our reasonablejudgement of what will best serve the financial interests of our clients. Sofar as is practicable, we will vote at all of the meetings called by companiesin which we are invested.

Stewardship/EngagementThe Manager recognises its wider stewardship responsibilities to itsclients as a major asset owner. To this end, we support the introduction ofthe FRC Stewardship Code, which sets out the responsibilities ofinstitutional shareholders in respect of investee companies. Under theCode, managers should:

– publicly disclose their policy on how they will discharge theirstewardship responsibilities to their clients;

– disclose their policy on managing conflicts of interest;

– monitor their investee companies;

– establish clear guidelines on how they escalate engagement;

– be willing to act collectively with other investors where appropriate;

– have a clear policy on proxy voting and disclose their voting record;and

– report to clients.

The Manager endorses the Stewardship Code for its UK investments andsupports the principles as best practice elsewhere. We believe thatregular contact with the companies in which we invest is central to ourinvestment process and we also recognise the importance of being an‘active’ owner on behalf of our clients.

Social & EnvironmentalThe Manager believes that companies should act in a socially responsiblemanner. Although our priority at all times is the best economic interestsof our clients, we recognise that, increasingly, non-financial issues suchas social and environmental factors have the potential to impact theshare price, as well as the reputation of companies. Specialists within theManager’s environmental, social and governance (‘ESG’) team are taskedwith assessing how companies deal with and report on social andenvironmental risks and issues specific to their industry.

The Manager is also a signatory to the United Nations Principles ofResponsible Investment, which commits participants to six principles,with the aim of incorporating ESG criteria into their processes whenmaking stock selection decisions and promoting ESG disclosure. Ourdetailed approach to how we implement the principles is available onrequest. The Manager is also a signatory to Carbon Disclosure Project.JPMorgan Chase is a signatory to the Equator Principles on managingsocial and environmental risk in project finance.

The Manager’s Voting Policy and Corporate GovernanceGuidelines are available on request from the CompanySecretary or can be downloaded from the Manager’s website:http://www.jpmorganinvestmenttrusts.co.uk/governance,which also sets out its approach to the seven principles of theFRC Stewardship Code, its policy relating to conflicts of interestand its detailed voting record.

By order of the Board Divya Amin, for and on behalf of JPMorgan Funds Limited, Secretary

25th July 2014



The Board has prepared this report in accordance with therequirements of Section 421 of the Companies Act 2006 asamended.

The law requires the Company’s auditor to audit certain of thedisclosures provided in this report. Where disclosures havebeen audited they are indicated as such. The auditor’s opinionis included in their report on page 30.

Remuneration of the Directors is considered by theNomination and Remuneration Committee on a regular basis.The Committee makes recommendations to the Board as andwhen appropriate.

Directors’ Remuneration Policy

The Directors’ Remuneration Policy is subject to a triennialbinding vote and therefore an ordinary resolution to approvethis policy will be put to shareholders at the forthcomingAnnual General Meeting. The policy subject to the vote is setout in full below and is currently in force.

The Board’s policy for this and subsequent years is thatDirectors’ fees should properly reflect the time spent by theDirectors on the Company’s business and should be at a levelto ensure that candidates of a high calibre are recruited to theBoard and retained. The Chairman of the Board and theChairman of the Audit Committee are paid higher fees than theother Director, reflecting the greater time commitmentinvolved in fulfilling those roles.

Reviews are based on information provided by the Manager,and industry research carried out by third parties on the levelof fees paid to the directors of the Company’s peers and withinthe investment trust industry generally. The involvement ofremuneration consultants has not been deemed necessary aspart of this review. The Company has no Chief Executive Officerand no employees and therefore no consultation of employeesis required and there is no employee comparative data toprovide, in relation to the setting of the remuneration policyfor Directors.

All of the Directors are non-executive. There are noperformance-related elements to their fees and the Companydoes not operate any type of incentive, share scheme, awardor pension scheme and therefore no Directors receive bonuspayments or pension contributions from the Company or holdoptions to acquire shares in the Company. Directors are not

granted exit payments and are not provided withcompensation for loss of office. No other payments are madeto Directors, other than the reimbursement of reasonableout-of-pocket expenses incurred in attending the Company’sbusiness.

In the year under review, Directors’ fees were paid at thefollowing annual rates: Chairman £30,000; Chairman of theAudit Committee £27,000; and other Director £24,000.

The fees for the Chairman and all other Directors will remainthe same for the year ending 30th April 2015.

The Company’s Articles of Association provide that anyincrease in the maximum aggregate annual limit on Directors’fees, currently £175,000, requires both Board and shareholderapproval.

The Company has not sought shareholder views on itsremuneration policy. The Nomination and RemunerationCommittee considers any comments received fromshareholders on remuneration policy on an ongoing basis andtakes account of those views.

The terms and conditions of Directors’ appointments are setout in formal letters of appointment which are available forreview at the Company’s Annual General Meeting and theCompany’s registered office. Details of the Board’s policy ontenure are set out on page 21.

Directors’ Remuneration Policy Implementation

The Directors’ Remuneration Report, which includes details ofthe Directors’ remuneration policy and its implementation, issubject to an annual advisory vote and therefore an ordinaryresolution to approve this report will be put to shareholders atthe forthcoming Annual General Meeting. There have beenchanges to the policy compared with the year ended 30th April2013 (as detailed below). No changes are proposed for the yearending 30th April 2015.

At the Annual General Meeting held on 13th September 2013,of votes cast, 99.02% of votes cast were in favour of (orgranted discretion to the Chairman who voted in favour of) theremuneration report and 0.74% voted against. Abstentionswere received from 0.24% of the votes cast.

Details of voting on both the Remuneration Policy and theDirectors’ Remuneration Report from the 2014 Annual General

Governance continuedDirectors’ Remuneration Report



Meeting will be given in the annual report for the year ending30th April 2015. Thereafter, the reporting will be annually forthe advisory vote on the Directors’ Remuneration Report andtriennially for the Remuneration Policy.

Details of the implementation of the Company’s remunerationpolicy are given below. No advice from remunerationconsultants was received during the year under review.

Single total figure of remuneration

The single total figure of remuneration for each Director isdetailed below together with the prior year comparative.

Single total figure table1

Total fees

2014 2013

Howard Myles £30,000 £25,000Mark Bridgeman £27,000 £23,000Victor Bulmer-Thomas £24,000 £20,000

Total £81,000 £68,000

1Audited information. Other subject headings for the single figure table as prescribedby regulation are not included because there is nothing to disclose in relation thereto.

A table showing the total remuneration for the Chairman sincelaunch to 30th April 2014 is below:

Remuneration for the Chairman over the period from the date ofappointment on 24th February 2010 to 30th April 2014

Year ended 30th April Fees

2014 £30,0002013 £25,0002012 £25,00020111 £29,455

1The Company’s first remuneration reporting period was from the date of appointmenton 24th February 2010 to 30th April 2011.

Directors’ Shareholdings1

There are no requirements pursuant to the Company’s Articlesof Association for the Directors to own shares in the Company.The Directors’ shareholdings are detailed below. All shares areheld beneficially.

30th April 30th AprilDirectors 2014 2013

Howard Myles — —Mark Bridgeman 21,007 11,396Victor Bulmer-Thomas 108,300 50,500

129,307 61,896

1Audited information.

As at the latest practicable date before the publication of thisdocument, there have been no changes to the Directors’shareholdings.

The Directors have no other share interests or share options inthe Company and no share schemes are available.

A graph showing the Company’s Ordinary share price returncompared with its benchmark index since the date theCompany began investing is shown below.

Ordinary share price and benchmarkperformance for the period from launch on26th April 2010 to 30th April 2014


Ordinary share price.

Benchmark total return.

60

70

80

90

100

110

20142013201220112010



A table showing actual expenditure by the Company onremuneration and distributions to shareholders for the yearand the prior year is below:

Expenditure by the Company on remuneration and distributions toshareholders

Year ended 30th April 2014 2013

Remuneration paid to all Directors £81,000 £68,000Distribution to shareholders— by way of dividend £452,000 £583,000— by way of share repurchases £3,752,000 £1,856,000

For and on behalf of the Board Howard MylesChairman

25th July 2014

Governance continuedDirectors’ Remuneration Report continued



The Directors are responsible for preparing the Directors’Report and the financial statements in accordance withapplicable law and regulations.

Company law requires the Directors to prepare financialstatements for each financial year. Under that law the Directorshave elected to prepare the financial statements in accordancewith United Kingdom Generally Accepted Accounting Practice(United Kingdom Accounting Standards) and applicable law.Under company law the Directors must not approve thefinancial statements unless they are satisfied that they givea true and fair view of the state of affairs of the Company andof the total return or loss of the Company for that period.In preparing these financial statements, the Directors arerequired to:

• select suitable accounting policies and then apply themconsistently;

• make judgments and accounting estimates that arereasonable and prudent;

• state whether applicable UK Accounting Standards havebeen followed, subject to any material departuresdisclosed and explained in the financial statements; and

• prepare the financial statements on a going concern basisunless it is inappropriate to presume that the Company willcontinue in business.

and the Directors confirm that they have done so.

The Directors are responsible for keeping adequate accountingrecords that are sufficient to show and explain the Company’stransactions and disclose with reasonable accuracy at any timethe financial position of the Company and enable them toensure that the financial statements comply with theCompanies Act 2006. They are also responsible forsafeguarding the assets of the Company and hence for takingreasonable steps for the prevention and detection of fraud andother irregularities.

The accounts are published on the www.jpmbrazil.co.ukwebsite, which is maintained by the Company’s Manager.Themaintenance and integrity of the website maintained bythe Manager is, so far as it relates to the Company, theresponsibility of the Manager. The work carried out by theauditor does not involve consideration of the maintenance andintegrity of this website and, accordingly, the auditor acceptsno responsibility for any changes that have occurred to theaccounts since they were initially presented on the website.The accounts are prepared in accordance with UK legislation,which may differ from legislation in other jurisdictions.

Under applicable law and regulations the Directors are alsoresponsible for preparing a Directors’ Report and Directors’Remuneration Report that comply with that law and thoseregulations.

Each of the Directors, whose names and functions are listed onpage 17 confirms that, to the best of their knowledge thefinancial statements, which have been prepared in accordancewith United Kingdom Generally Accepted Accounting Practice(United Kingdom Accounting Standards and applicable law),give a true and fair view of the assets, liabilities, financialposition and return or loss of the Company. The Boardconfirms that it is satisfied that the annual report and accountstaken as a whole are fair, balanced and understandable andprovide the information necessary for shareholders to assessthe strategy and business model of the Company.

For and on behalf of the Board Howard MylesChairman

25th July 2014

Statement of Directors’ Responsibilities



To the Members of JPMorgan Brazil Investment Trust plc

We have audited the financial statements of JPMorgan BrazilInvestment Trust plc (the ‘Company’) for the year ended30th April 2014 which comprise the Income Statement, theReconciliation of Movements in Shareholders’ Funds, theBalance Sheet, the Cash Flow Statement and the relatednotes 1 to 23. The financial reporting framework that has beenapplied in their preparation is applicable law and UnitedKingdom Accounting Standards (United Kingdom GenerallyAccepted Accounting Practice). This report is made solely tothe Company’s members, as a body, in accordance withChapter 3 of Part 16 of the Companies Act 2006. Our audit workhas been undertaken so that we might state to the Company’smembers those matters we are required to state to them in anauditor’s report and for no other purpose. To the fullest extentpermitted by law, we do not accept or assume responsibility toanyone other than the Company and the Company’s membersas a body, for our audit work, for this report, or for the opinionswe have formed.

Respective responsibilities of directors and auditor

As explained more fully in the Directors’ ResponsibilitiesStatement set out on page 29, the directors are responsible forthe preparation of the financial statements and for beingsatisfied that they give a true and fair view. Our responsibilityis to audit and express an opinion on the financial statementsin accordance with applicable law and International Standardson Auditing (UK and Ireland). Those standards require us tocomply with the Auditing Practices Board’s Ethical Standardsfor Auditors.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts anddisclosures in the financial statements sufficient to givereasonable assurance that the financial statements are freefrom material misstatement, whether caused by fraud or error.This includes an assessment of: whether the accountingpolicies are appropriate to the Company’s circumstances andhave been consistently applied and adequately disclosed; thereasonableness of significant accounting estimates made bythe directors; and the overall presentation of the financialstatements.

In addition, we read all the financial and non-financialinformation in the Company’s annual report and accounts toidentify material inconsistencies with the audited financial

statements and to identify any information that is apparentlymaterially incorrect based on, or materially inconsistent with,the knowledge acquired by us in the course of performing theaudit. If we become aware of any apparent materialmisstatements or inconsistencies we consider the implicationsfor our report.

Opinion on financial statements

In our opinion the financial statements:

• give a true and fair view of the state of the Company’saffairs as at 30th April 2014 and of its loss for the year thenended;

• have been properly prepared in accordance with UnitedKingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirementsof the Companies Act 2006.

Our assessment of risks of material misstatement

We have identified the following risks of material misstatementthat had the greatest effect on the overall audit strategy, theallocation of resources in the audit, and directing the efforts ofthe engagement team:

• valuation, existence and ownership of the investmentportfolio;

• calculation of management and performance fees inaccordance with the Investment Management Agreement;and

• accounting for share transactions.

Our application of materiality

We apply the concept of materiality both in planning andperforming the audit, and in evaluating the effect ofmisstatements on the audit and of uncorrected misstatements,if any, on financial statements and in forming our audit opinion.

We determined materiality for the Company to be £385,000which is 1% of the total equity of the Company. This materialitycalculation provided a basis for completing our risk assessmentprocedures; identifying and assessing the risk of materialmisstatement in the financial statements; and determining thenature, timing and extent of our audit procedures.

On the basis of our risk assessment, together with ourassessment of the Company’s overall control environment, our

Independent Auditor’s Report



judgment was that overall performance materiality (i.e. ourtolerance for misstatement in an individual account orbalance) for the Company should be 75% of materiality,namely £289,000. Our objective in adopting this performancemateriality was to ensure that total uncorrected andundetected audit differences in all accounts did not exceedour materiality level.

We have agreed with the Audit Committee to report all auditdifferences in excess of £19,000, as well as differences belowthat threshold that, in our view, warrant reporting onqualitative grounds.

An overview of the scope of our audit

Our response to the risks identified above was as follows:

• we reviewed controls relevant to the pricing of the assetsin the investment portfolio, agreed the year end prices for allquoted investments to an independent source and agreedthe legal title of all investment holdings to a confirmationobtained directly from the investment custodian;

• we independently recalculated the management andperformance fee calculations for the year with referenceto contractual arrangements and agreed the calculationinputs to source data; and

• we have reviewed accounting treatment adopted for theshare transactions undertaken during the period withreference to the methodology outlined in the Articles ofAssociation and we have agreed all share transactions toan independent source.

Opinion on other matters prescribed by the Companies Act 2006

In our opinion:

• the part of the Directors’ Remuneration Report to beaudited has been properly prepared in accordance withthe Companies Act 2006; and

• the information given in the Strategic Report and theDirectors’ Report for the financial year for which thefinancial statements are prepared is consistent with thefinancial statements.

Matters on which we are required to report by exception

We have nothing to report in respect of the following:

Under the ISAs (UK and Ireland), we are required to report toyou if, in our opinion, information in the annual report is:

• materially inconsistent with the information in the auditedfinancial statements; or

• apparently materially incorrect based on, or materiallyinconsistent with, our knowledge of the Company acquiredin the course of performing our audit; or

• otherwise misleading.

In particular, we are required to consider whether we haveidentified any inconsistencies between our knowledgeacquired during the audit and the directors’ statement thatthey consider the annual report is fair, balanced andunderstandable and whether the annual report appropriatelydiscloses those matters that we communicated to the auditcommittee which we consider should have been disclosed.

Under the Companies Act 2006 we are required to report toyou if, in our opinion:

• adequate accounting records have not been kept, orreturns adequate for our audit have not been received frombranches not visited by us; or

• the financial statements and the part of the Directors’Remuneration Report to be audited are not in agreementwith the accounting records and returns; or

• certain disclosures of directors’ remuneration specified bylaw are not made; or

• we have not received all the information and explanationswe require for our audit.

Under the Listing Rules we are required to review:

• the directors’ statement, set out on page 18 in relation togoing concern; and

• the part of the Corporate Governance Statement relating tothe Company’s compliance with the nine provisions of theUK Corporate Governance Code specified for our review.

Michael-John Albert (Senior Statutory Auditor)for and on behalf ofErnst & Young LLP, Statutory AuditorLondon

28th July 2014



2014 2013Revenue Capital Total Revenue Capital Total

Notes £’000 £’000 £’000 £’000 £’000 £’000

(Losses)/gains on investments held at fair value through profit or loss 2 — (14,224) (14,224) — 911 911

Net foreign currency gains/(losses) — 18 18 — (177) (177)Income from investments 3 1,412 — 1,412 1,605 — 1,605

Gross return/(loss) 1,412 (14,206) (12,794) 1,605 734 2,339Management fee 4 (433) — (433) (543) — (543)Performance fee 4 — — — — (145) (145)Other administrative expenses 5 (373) — (373) (361) — (361)

Net return/(loss) on ordinary activities before taxation 606 (14,206) (13,600) 701 589 1,290

Taxation 6 (119) — (119) (102) — (102)

Net return/(loss) on ordinary activities after taxation 487 (14,206) (13,719) 599 589 1,188

Return/(loss) per Ordinary share– undiluted 8 0.88p (25.67)p (24.79)p 1.01p 1.00p 2.01p– diluted 8 — — — 1.01p 1.00p 2.01p

All revenue and capital items in the above statement derive from continuing operations. No operations were acquired ordiscontinued in the year.

The ‘Total’ column of this statement is the profit and loss account of the Company and the ‘Revenue’ and ‘Capital’ columnsrepresent supplementary information prepared under guidance issued by the Association of Investment Companies. The Totalcolumn represents all the information that is required to be disclosed in a Statement of Total Recognised Gains and Losses(‘STRGL’). For this reason a STRGL has not been presented.

The notes on pages 36 to 52 form an integral part of these accounts.

Financial StatementsIncome Statementfor the year ended 30th April 2014



Called up Capitalshare redemption Share Other Capital Revenue

capital reserve premium reserve reserves reserve Total£’000 £’000 £’000 £’000 £’000 £’000 £’000

At 30th April 2012 699 13 16,063 44,099 (4,123) 1,215 57,966Repurchase of shares into Treasury — — — (1,856) — — (1,856)Issue of Ordinary shares on exercise

of Subscription shares — — 1 — — — 1Net return from ordinary activities — — — — 589 599 1,188Dividends appropriated in the year — — — — — (793) (793)

At 30th April 2013 699 13 16,064 42,243 (3,534) 1,021 56,506Repurchase of shares into Treasury — — — (3,752) — — (3,752)Issue of Ordinary shares on exercise

of Subscription shares — — 3 — — — 3Cancellation of Subscription shares (82) — 82 — — — —Net (loss)/return from ordinary activities — — — — (14,206) 487 (13,719)Dividends appropriated in the year — — — — — (560) (560)

At 30th April 2014 617 13 16,149 38,491 (17,740) 948 38,478


Reconciliation of Movement in Shareholders’ Funds



2014 2013Notes £’000 £’000

Fixed assets Investments held at fair value through profit or loss 9 38,151 54,188Investments in liquidity funds at fair value through profit or loss — 964

Total Investments 38,151 55,152

Current assetsDebtors 10 212 1,452Cash and short term deposits 194 1,409

406 2,861

Creditors: amounts falling due within one year 11 (79) (1,507)

Net current assets 327 1,354

Total assets less current liabilities 38,478 56,506Provisions for liabilities and chargesPerformance fees 12 — —

Net assets 38,478 56,506

Capital and reservesCalled up share capital 13 617 699Capital redemption reserve 14 13 13Share premium 14 16,149 16,064Other reserve 14 38,491 42,243Capital reserves 14 (17,740) (3,534)Revenue reserve 14 948 1,021

Shareholders’ funds 38,478 56,506

Net asset value per Ordinary share– undiluted 15 72.4p 97.0p– diluted 15 — 97.0p

The accounts on pages 32 to 52 were approved by the Directors and authorised for issue on 25th July 2014 and are signed on theirbehalf by:

Howard MylesDirector


Company registration number: 7141630

Financial Statements continuedBalance Sheetat 30th April 2014



2014 2013Notes £’000 £’000

Net cash inflow from operating activities 16 398 657

Capital expenditure and financial investmentPurchases of investments (27,705) (36,123)Sales of investments 30,393 36,390Other capital charges (10) (18)

Net cash inflow from capital expenditure and financial investment 2,678 249

Dividend paid (560) (793)

Net cash inflowbefore financing 2,516 113

Financing Shares issued 3 1Repurchase of shares into Treasury (3,752) (1,856)

Net cash outflow from financing (3,749) (1,855)

Decrease in cash for the year 17 (1,233) (1,742)


Cash Flow Statementfor the year ended 30th April 2014



1. Accounting policies

(a) Basis of accountingThe accounts are prepared in accordance with the Companies Act 2006, United Kingdom Generally Accepted AccountingPractice (‘UK GAAP’) and with the Statement of Recommended Practice ‘Financial Statements of Investment Trust Companiesand Venture Capital Trusts’ (the ‘SORP’) issued by the AIC in January 2009.

All of the Company’s operations are of a continuing nature.

The accounts have been prepared on a going concern basis.

(b) Valuation of investmentsThe Company’s business is investing in financial assets with a view to profiting from their total return in the form of incomeand capital growth. This portfolio of financial assets is managed and its performance evaluated on a fair value basis inaccordance with a documented investment strategy and information is provided internally on that basis to the Company’sBoard of Directors. Accordingly, upon initial recognition the investments are designated by the Company as ‘held at fair valuethrough profit or loss’. They are included initially at fair value which is taken to be their cost, after deducting expensesincidental to purchase which are written off to capital in the income statement at the time of acquisition. Subsequently theinvestments are valued at fair value which are quoted bid market prices for investments traded in active markets.

All purchases and sales are accounted for on a trade date basis.

(c) Accounting for reservesGains and losses on sales of investments, including any related foreign exchange gains and losses, realised gains and losses onforeign currency, performance fee and any other capital charges are included in the Income Statement and dealt with incapital reserves within ‘Gains and losses on sales of investments’. Increases and decreases in the valuation of investments heldat the year end, including the related foreign exchange gains and losses, are included in the Income Statement and dealt within capital reserves within ‘Investment holding gains’.

(d) IncomeDividends receivable from equity shares are included in revenue on an ex-dividend basis except where, in the opinion of theBoard, the dividend is capital in nature, in which case it is included in capital.

Overseas dividends are included gross of any withholding tax.

Interest receivable on deposits and debt instruments is taken to revenue on an accruals basis using the effective interest ratemethod.

(e) ExpensesAll expenses are accounted for on an accruals basis. Expenses are allocated wholly to revenue with the following exceptions:

– Performance fees are allocated 100% to capital. The maximum performance fee that can be paid to the Manager in anyone year is capped at 1.0% of the Company’s average monthly total assets less current liabilities, and in a year when theCompany produces a negative net asset value total return per share, the performance fee will be accrued but not paid. Anyamount earned in excess of this cap will be carried forward and will be offset against any underperformance in future years.

– Expenses incidental to the purchase of an investment are written off to capital at the time of acquisition and thoseincidental to the sale are deducted from the sales proceeds. These expenses are commonly referred to as transaction costsand mainly comprise brokerage commissions. Details of transaction costs are given in note 9 on page 42.

(f) Financial instrumentsCash and short term deposits may comprise cash and demand deposits which are readily convertible to a known amount ofcash and are subject to insignificant risk of changes in value.

Other debtors and creditors do not carry any interest, are short term in nature and are accordingly stated at nominal value asreduced by appropriate allowances for estimated irrecoverable debtor amounts. The carrying value of all debtors andcreditors approximates to their fair value.

Financial StatementsNotes to the Accountsfor the year ended 30th April 2014



(g) Foreign currencyThe Company is required to nominate a functional currency, being the currency in which the Company predominantlyoperates. The Board, having regard to the currency of the Company’s share capital and the predominant currency in which itsshareholders operate, has determined the functional currency to be sterling. Sterling is also the currency in which theaccounts are presented.

Transactions denominated in foreign currencies are converted at actual exchange rates at the date of the transaction.Monetary assets, liabilities and equity investments held at fair value, denominated in foreign currencies at the year end aretranslated at the rates of exchange prevailing at the year end.

Any gain or loss arising on monetary assets and liabilities from a change in exchange rates subsequent to the date of thetransaction is included as an exchange gain or loss in revenue or capital, depending on whether the gain or loss is of a revenueor capital nature. Gains and losses on investments arising from a change in exchange rates are included in the IncomeStatement within ‘Gains or losses on investments held at fair value through profit or loss’ and charged or credited to capitalreserves.

(h) TaxationTax expense represents the sum of tax currently payable and deferred tax. Any tax payable is based on taxable profit for theperiod. Taxable profit differs from profit before tax as reported in the income statement because it excludes items of incomeor expenses that are taxable or deductible in other years and it further excludes items that are never taxable or deductible.

The Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by thebalance sheet date.

For the Company, any allocation of tax relief to capital is based on the marginal basis, such that tax allowable capital expensesare offset against taxable income.

As an investment trust which has received approval under the appropriate tax regulations, the Company is not liable fortaxation on capital gains.

Deferred taxation is provided on all timing differences that have originated but not reversed by the balance sheet date. Deferredtaxation liabilities are recognised for all taxable timing differences but deferred taxation assets are only recognised to the extentthat it is more likely than not that taxable profits will be available against which those timing differences can be utilised.

Deferred tax is measured at the tax rate which is expected to apply in the periods in which the timing differences are expectedto reverse, based on tax rates which have been enacted or substantively enacted at the balance sheet date and is measured onan undiscounted basis.

(i) Dividends payableFinal dividends are included in the accounts in the year in which they are approved by shareholders.

(j) Value Added Tax (‘VAT’)Irrecoverable VAT is included in the expense on which it has been suffered. VAT recoverable is calculated using the partialexemption method based on the proportion of zero rated supplies to total supplies.

(k) Share issue costsThe costs of issuing shares are charged against any premium received on those shares. If no premium is receivable, the costsare included in the Income Statement and charged to capital reserves.

(l) Conversion of Subscription sharesWhen the holders of Subscription shares exercise their right to convert their shares into Ordinary shares, the nominal value ofthose Subscription shares is transferred to the credit of share premium. The nominal value of the Ordinary shares into whichthe Subscription shares convert is credited to called up share capital and the balance of the consideration received is creditedto share premium.


Financial Statements continuedNotes to the Accounts continued


1. Accounting policies continued

(m)Repurchase of shares to hold in TreasuryThe cost of repurchasing shares into Treasury, including the related stamp duty and transaction costs, is charged to ‘Otherreserve’ and dealt with in the Reconciliation of Movements in Shareholders’ Funds. Share repurchase transactions areaccounted for on a trade date basis. Where shares held in Treasury are subsequently cancelled, the nominal value of thoseshares is transferred out of called up share capital and into the capital redemption reserve.

Should shares held in Treasury be reissued, the sales proceeds will be recognised in capital reserves up to the amount of thepurchase price of those shares and will be transferred to capital reserves. The excess of the sales proceeds over the purchaseprice will be transferred to share premium.

2014 2013£’000 £’000

2. (Losses)/gains on investments held at fair value through profit or loss Losses on sales of investments held at fair value through profit or loss

based on historical cost (4,687) (4,448)Amounts recognised in investment holding gains and losses in the

previous year in respect of investments sold during the year (1,658) 1,102

Realised losses on sales of investment based on carrying value at the previous balance sheet date (6,345) (3,346)

Net movement in investment holding (losses)/gains (7,868) 4,270Handling charges (11) (13)

Total (losses)/gains on investments held at fair value through profit or loss (14,224) 911

2014 2013£’000 £’000

3. Income Income from investmentsOverseas dividends 1,409 1,602Dividends from liquidity fund 3 3

Total income 1,412 1,605

2014 2013Revenue Capital Total Revenue Capital Total£’000 £’000 £’000 £’000 £’000 £’000

4. Management and performance fees Management fee 433 — 433 543 — 543Performance fee — — — — 145 145

433 — 433 543 145 688

Details of the management fee and performance fee are given in the Directors’ Report on page 18.



2014 2013£’000 £’000

5. Other administrative expensesAdministration expenses 215 230Directors’ fees1 81 68Savings scheme costs2 49 35Auditor’s remuneration for audit services3 28 28

373 361

1Full disclosure is given in the Directors’ Remuneration Report on pages 26 to 28.2These amounts were payable to the Manager for the marketing of savings scheme products. 3Fees payable to the Company’s auditor for the audit of the Company’s annual accounts. Includes £5,000 (2013: £5,000) irrecoverable VAT.

6. Taxation (a) Analysis of tax charge in the year


UK corporation tax at 22.84% (2013: 23.92%) — — — — — —Overseas withholding tax 119 — 119 102 — 102

Current tax charge for the year 119 — 119 102 — 102

Certain components of dividend distributions paid by Brazilian companies are subject to withholding tax.

(b) Factors affecting current tax charge for the yearThe tax charge for the year is lower (2013: lower) than the Company’s applicable rate of corporation tax of 22.84% (2013:23.92%). The difference is explained below:


Net return/(loss) on ordinary activities before taxation 606 (14,206) (13,600) 701 589 1,290

Net return/(loss) on ordinary activities before taxation multiplied by the applicable rate of corporation tax of 22.84% (2013: 23.92%) 138 (3,245) (3.107) 168 141 309

Effects of:Non taxable overseas dividends (128) — (128) (233) — (233)Non taxable capital losses/(gains) — 3,245 3,245 — (176) (176)Unutilised capital expenses (10) — (10) — 35 35Overseas withholding tax 119 — 119 102 — 102Unutilised expenses carried forward to future periods — — — 65 — 65

Current tax charge for the year 119 — 119 102 — 102




6. Taxation continued(c) Deferred taxation

The Company has an unrecognised deferred tax asset of £387,000 which comprises unutilised expenses of £1,845,000(2013: £378,000, unutilised expenses £1,642,000) based on a prospective corporation tax rate of 21% (2013: 23%). Thereduction in the standard rate of corporation tax was substantively enacted on 13th July 2013 and is effective from 1st April2014 The Government has also further reduced the main rate of tax 21% to 20% by 1st April 2015. The deferred tax asset hasarisen due to the cumulative excess of deductible expenses over taxable income. Given the composition of the Company’sportfolio, it is not likely that the Company will be able to utilise this asset in the foreseeable future and therefore no asset hasbeen recognised in the accounts.

Given the Company’s intention to meet the conditions required to obtain approval as an investment trust company, noprovision has been made for deferred tax on any capital gains or losses arising on the revaluation or disposal of investments.

7. Dividends(a) Dividends paid and proposed

2014 2013£’000 £’000

2013 Final dividend of 1.00p (2012: 1.35p) 560 793

Total dividends paid in the year 560 793

Final dividend proposed of 0.85p (2013: 1.00p) 452 583

The final dividend proposed in respect of the year ended 30th April 2013 amounted to £583,000. However, the actual paymentamounted to £560,000 due to shares repurchased and held in Treasury, between the date at which the financial statementswere issued and the date on which the dividend was paid.

The final dividend proposed in respect of the year ended 30th April 2014 is subject to shareholder approval at the forthcomingAnnual General Meeting. This dividend will be reflected in the accounts for the year ending 30th April 2015.

(b) Dividend for the purposes of Section 1158 of the Income and Corporation Tax Act 2010 (‘Section 1158’)The requirement of Section 1158 of the Income and Corporation Tax Act 2010 are considered on the basis of dividendsproposed in respect of the financial year, as follows:

2014 2013£’000 £’000

Final dividend proposed of 0.85p (2013: 1.00p) 452 583

Total dividends for s1158 purposes 452 583

The revenue available for distribution by way of dividend for the year is £487,000 (2013: £599,000).



8. (Loss)/return per Ordinary share

2014 2013£’000 £’000

(Loss)/return per Ordinary shareRevenue return 487 599Capital (loss)/return (14,206) 589

Total (loss)/return (13,719) 1,188

Weighted average number of Ordinary shares (excluding shares held in Treasury)in issue during the year used for the purpose of the undiluted calculation 55,333,798 59,032,266

Weighted average number of Ordinary shares (excluding shares held in Treasury)in issue during the year used for the purpose of the diluted calculation1 — 59,032,266

UndilutedRevenue return per share 0.88p 1.01pCapital (loss)/return per share (25.67)p 1.00p

Total (loss)/return per share (24.79)p 2.01p

Diluted1

Revenue return per share — 1.01pCapital return per share — 1.00p

Total return per share — 2.01p

1There was no dilution as the rights attaching to the Subscription shares had lapsed on 30th June 2013. The listing of these shares was subsequently cancelled on30th September 2013.

The diluted return per Ordinary share represents the return on ordinary activities after taxation divided by the weightedaverage number of Ordinary shares in issue during the period as adjusted in accordance with the requirements of FinancialReporting Standard 22 ‘Earnings per share’.




2014 2013£’000 £’000

9. Investments held at fair value through profit or lossInvestments listed on a recognised stock exchange 38,151 54,188Investments in liquidity funds — 964

38,151 55,152

Opening book cost 48,681 53,317Opening investment holding gains 6,471 1,099

Opening valuation 55,152 54,416

Movements in the period:Purchases at cost 26,508 37,320Sales – proceeds (29,296) (37,508)Realised losses on sales of investment based on the carrying value at the previous

balance sheet date (6,345) (3,346)Net movement in investment holding losses and gains (7,868) 4,270

38,151 55,152

Closing book cost 41,206 48,681Closing investment holding (losses)/gains (3,055) 6,471

Total investments held at fair value 38,151 55,152

During the year, prior year investment holding losses amounting to £1,658,000 were transferred to losses on sales ofinvestments as disclosed in notes 2 and 14.

Transaction costs on purchases during the year amounted to £47,000 (2013: £69,000) and on sales during the year amountedto £39,000 (2013: £66,000). These costs comprise mainly brokerage commission.

2014 2013£’000 £’000

10. DebtorsSecurities sold awaiting settlement 21 1,118Dividends and interest receivable 166 302Other debtors 25 32

212 1,452

The Directors consider that the carrying amount of debtors approximates to their fair value. No balances are considered to bepast due or impaired as at 30th April 2014 (2013: None).

Cash and short term depositsCash and short term deposits comprises bank balances and cash held by the Company, including short-term bank deposits.The carrying amount of these balances approximates to their fair value. Cash balances in excess of a predetermined amountare placed on short term deposit at market rates of interest.



2014 2013£’000 £’000

11. Creditors: amounts falling due within one year Securities purchased awaiting settlement — 1,197Performance fee — 215Other creditors and accruals 79 95

79 1,507

The Directors consider that the carrying amount of creditors falling due within one year approximates to their fair value.

2014 2013£’000 £’000

12. Provisions for liabilities and chargesPerformance feeProvision brought forward at the beginning of the year — 70Performance fee provision for the year — 145Amount payable at the year end — (215)

Provision carried forward at the end of the year — —

Details of the performance fee are given in the Directors’ Report on page 18.

2014 2013£’000 £’000

13. Called up share capital Ordinary shares – allotted and fully paidOpening balance of 58,272,943 (2013: 60,451,716) shares excluding shares held in Treasury 582 604Issue of 3,000 (2013: 700) Ordinary shares of 1p each on conversion of Subscription shares — —Repurchase of 5,154,624 (2013: 2,179,473) Ordinary shares into Treasury (51) (22)

Subtotal 531 5828,607,579 (2013: 3,452,955) Ordinary shares held in Treasury 86 35

Closing balance 53,121,319 (2013: 58,272,943) Ordinary shares of 1p each1 617 617

Subscription shares – allotted and fully paidOpening balance 8,213,724 (2013: 8,214,424) Subscription shares 82 82Conversion of 3,000 (2013: 700) Subscription shares into Ordinary shares — —Cancellation of 8,210,724 Subscription shares (82) —

Closing balance nil (2013: 8,213,724) Subscription shares of 1p each2 — 82

1Represents 61,728,898 (2013: 61,725,898) Ordinary shares of 1p each, including 8,607,579 (2013: 3,452,955) shares held in Treasury.2On 30th June 2013, the Subscription share rights lapsed and the listing of these shares was subsequently cancelled on 30th September 2013.

Share capital transactions During the year, the Company repurchased 5,154,624 shares into Treasury for a total consideration of £3,752,000. The reasonfor the purchases was to seek to manage the volatility and absolute level of the share price discount to net asset value pershare.

During the year, the holders of 3,000 (2013: 700) Subscription shares exercised their right to convert those shares intoOrdinary shares for a total consideration of £3,000 (2013: £700).




Capital reservesCalled up Capital Gains/(losses) Investment

share redemption Share Other on sales of holding Revenuecapital reserve premium reserve1 investments gains/(losses) reserve£’000 £’000 £’000 £’000 £’000 £’000 £’000

14. Reserves Opening balance 699 13 16,064 42,243 (10,005) 6,471 1,021Issue of Ordinary shares on exercise of Subscription shares — — 3 — — — —Net foreign currency gains on cash and short term deposits — — — — 18 — —Losses on sales of investments based on the carrying value

at the previous balance sheet date — — — — (6,345) — —Net movement in investment holding gains — — — — — (7,868) —Transfer on disposal of investments — — — — 1,658 (1,658) —Repurchase of shares into Treasury — — — (3,752) — — —Cancellation of Subscription shares (82) — 82 — — — —Handling charges — — — — (11) — —Dividend appropriated in the year — — — — — — (560)Retained revenue for the year — — — — — — 487

Closing balance 617 13 16,149 38,491 (14,685) (3,055) 948

1The share premium account was cancelled in July 2010 and the ‘Other reserve’ created for the purposes of financing share buybacks.

15. Net asset value per Ordinary share The net asset value per share is based on the net assets attributable to the Ordinary shareholders of £38,478,000 (2013:£56,506,000) and on the 53,121,319 (2013: 58,272,943) Ordinary shares in issue at the year end excluding 8,607,579 (2013:3,452,955) shares held in Treasury.

2014 2013£’000 £’000

16. Reconciliation of total return/(loss) on ordinary activities before taxation to net cash inflow from operating activities

Net (loss)/return on ordinary activities before taxation (13,600) 1,290Less: capital loss/(return) on ordinary activities before taxation 14,206 (589)Decrease in accrued income 136 36Decrease in other debtors 7 11(Decrease)/increase in accrued expenses (17) 11Overseas withholding tax (119) (102)Performance fee paid (215) —

Net cash inflow from operating activities 398 657



At At30th April Exchange 30th April

2013 Cash flow movement 2014£’000 £’000 £’000 £’000

17. Analysis of changes in net fundsCash and short term deposits 1,409 (1,233) 18 194

Net funds 1,409 (1,233) 18 194

18. Capital commitments and contingent liabilities

At the balance sheet date there were no capital commitments or contingent liabilities (2013: nil).

19. Transactions with the Manager and affiliates of the Manager

The management fee payable to JPMorgan Asset Management (UK) Limited (‘JPMAM’) for the period was £433,000 (2013:£543,000) of which £nil (2013: £nil) was outstanding at the year end.

Based on the negative performance of the Company over the year, a negative performance fee of £300,000 (2013: £145,000earned) will be carried forward and offset against future over performance under the terms of the Management Agreementand £nil (2013: £215,000) was payable at the year end.

Expenses amounting to £49,000 (2013: £35,000) were payable to JPMAM for the marketing of savings scheme products duringthe year, of which £nil (2013: £2,000) was outstanding at the year end.

Included in administration expenses in note 5 are safe custody fees amounting to £25,000 (2013: £39,000) payable toJPMorgan Investor Services Limited of which £4,000 (2013: £6,000) was outstanding at the year end.

The Manager may carry out some of its dealing transactions through group subsidiaries. These transactions are carried out atarm’s length. The commission payable in the year in respect of these transactions was £500 (2013: £nil) of which £nil(2013; £nil) was outstanding at the year end.

At the year end, a bank balance of £194,000 (2013: £1,409,000) was held with JPMorgan Chase. A net amount of interest of £nil(2013: £nil) was receivable by the Company during the year from JPMorgan Chase, of which £nil (2013: £nil) was outstanding atthe year end.

20. Disclosures regarding financial instruments measured at fair value

The Company’s financial instruments that are held at fair value comprise its investment portfolio.

The investments are categorised into a hierarchy consisting of the following three levels.

Level 1 – valued using quoted prices in active markets;

Level 2 – valued by reference to valuation techniques using observable inputs other than quoted market prices includedwithin Level 1.

Level 3 – valued by reference to valuation techniques using inputs that are not based on observable market data.

Categorisation within the hierarchy has been determined on the basis of the lowest level input that is significant to the fairvalue measurement of the relevant asset.

Details of the valuation techniques used by the Company are given in note 1(b) on page 36.




20. Disclosures regarding financial instruments measured at fair value continued

The following table sets out the fair value measurements using the hierarchy above at 30th April:

2014Level 1 Level 2 Level 3 Total£’000 £’000 £’000 £’000

Financial instruments held at fair value through profit or loss Equity investments 38,151 — — 38,151

Total 38,151 — — 38,151

2013Level 1 Level 2 Level 3 Total£’000 £’000 £’000 £’000

Financial instruments held at fair value through profit or loss Equity investments 54,188 — — 54,188Liquidity fund 964 — — 964

Total 55,152 — — 55,152

There have been no transfers between Levels 1, 2 or 3 during the year (2013: nil).

21. Financial instruments’ exposure to risk and risk management policies

As an investment trust, the Company invests in equities and other securities for the long term so as to secure its investmentobjective stated on the ‘Features’ page. In pursuing this objective, the Company is exposed to a variety of risks that couldresult in a reduction in the Company’s net assets or a reduction in the profits available for dividends. These risks includemarket risk (comprising currency risk, interest rate risk and other price risk), liquidity risk and credit risk. The Directors’ policyfor managing these risks is set out below. The Company Secretary, in close co-operation with the Board and the Manager,co-ordinates the Company’s risk management strategy.

The objectives, policies and processes for managing these risks and the methods used to measure these risks are set outbelow.

The Company’s financial instruments may comprise the following:

– investments in equity shares, ADRs or ADS’s of Brazilian focused companies and a US Dollar liquidity fund which are heldin accordance with the Company’s investment objective; and

– short term debtors, creditors and cash arising directly from its operations.

(a) Market risk The fair value or future cash flows of a financial instrument held by the Company may fluctuate because of changes in marketprices. This market risk comprises three elements – currency risk, interest rate risk and other price risk. Information to enablean evaluation of the nature and extent of these three elements of market price risk is given in parts (i) to (iii) of this note,together with sensitivity analyses where appropriate. The Board reviews and agrees policies for managing these risks. TheManager assesses the exposure to market risk when making each investment decision and monitors the overall level ofmarket risk on the whole of the investment portfolio on an ongoing basis.



(i) Currency risk Most of the Company’s assets, liabilities and accrued income entitlements are denominated in currencies other thansterling (the Company’s functional currency and the currency in which it reports). As a result, movements in exchangerates may affect the sterling value of those items.

Management of currency risk The Manager monitors the Company’s exposure to foreign currencies on a daily basis and reports to the Board, whichmeets on at least four occasions each year. The Manager measures the risk to the Company of the foreign currencyexposure by considering the effect on the Company’s net asset value and income of a movement in the rates of exchangeto which the Company’s assets, liabilities, income and expenses are exposed. Foreign currency borrowing may be used tolimit the Company’s exposure to anticipated changes in exchange rates which might otherwise adversely affect the sterlingvalue of the portfolio of investments. This borrowing would be limited to currencies and amounts commensurate with theasset exposure to those currencies. Income denominated in foreign currencies is converted to sterling on receipt. TheCompany may use short term forward currency contracts to manage working capital requirements. It is currently not theCompany’s policy to hedge against foreign currency risk.

Foreign currency exposure The fair values of the Company’s monetary items that have foreign currency exposure at 30th April 2014 are shown below.Where the Company’s equity investments (which are not monetary items) are priced in a foreign currency, they have beenincluded separately in the analysis so as to show the overall level of exposure.

2014 2013US Brazilian Mexican US Brazilian Mexican

Dollar Real Peso Total Dollar Real Peso Total£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000

Investments held at fair value through profit or loss that are monetary items — — — — 964 — — 964

Current assets 151 180 — 331 499 2,332 1 2,832

Foreign currency exposure on net monetary items 151 180 — 331 1,463 2,332 1 3,796

Investments held at fair value throughprofit or loss that are equities 13,166 24,415 570 38,151 21,274 32,631 283 54,188

Total net foreign currency exposure 13,317 24,595 570 38,482 22,737 34,963 284 57,984

In the opinion of the Directors, the above year end amounts are broadly representative of the exposure to foreign currencyrisk during the current and prior year.

Foreign currency sensitivity The following tables illustrate the sensitivity of the return after taxation for the year and net assets with regard to theCompany’s monetary financial assets and financial liabilities and exchange rates. The sensitivity analysis is based on theCompany’s monetary currency financial instruments held at the balance sheet date and assumes a 10% (2013: 10%)appreciation or depreciation in sterling against the US dollar and the Brazilian Real, which is considered to be a reasonableillustration based on the volatility of exchange rates during the year.




21. Financial instruments’ exposure to risk and risk management policies continued

(a) Market risk continued(i) Currency risk continued

Foreign currency sensitivity continuedIf sterling had weakened by 10%, this would have had the following effect:

2014 2013£’000 £’000

Income statement return after taxationRevenue return 141 160Capital return 33 380

Total return after taxation for the year 174 540

Net assets 174 540

Conversely, if sterling had strengthened by 10% this would have had the following effect:

2014 2013£’000 £’000

Income statement return after taxationRevenue return (141) (160)Capital return (33) (380)

Total return after taxation for the year (174) (540)

Net assets (174) (540)

In the opinion of the Directors, the above sensitivity analysis is broadly representative of the whole year.

(ii) Interest rate risk Interest rate movements may affect the level of income receivable on cash deposits, the interest payable on variable ratecash borrowings and the fair value of fixed interest rate financial instruments during the year and at year end.

Management of interest rate risk The Company aims to be fully invested in normal market conditions, so exposure to interest rate risk will be limited. Shortterm borrowings may be used if required.

Interest rate exposure The Company had no exposure to fixed interest rate financial instruments at the year end.

The exposure of financial assets and liabilities to floating interest rates using the year end figures, giving cash flow interestrate risk when rates are reset, is shown below.

2014 2013£’000 £’000

Amounts exposed to floating interest rates:Cash and short term deposits 194 1,409JPMorgan US Dollar Liquidity Fund — 964

Total exposure 194 2,373

Interest receivable on cash balances is at a margin below LIBOR.



Interest rate sensitivity The following table illustrates the sensitivity of the return after taxation for the year and net assets to a 1% (2013: 1%)increase or decrease in interest rates with regard to the Company’s monetary financial assets and financial liabilities.This level of change is considered to be a reasonable illustration based on observation of current market conditions. Thesensitivity analysis is based on the Company’s monetary financial instruments held at the balance sheet date, with all othervariables held constant.

2014 20131% Increase 1% Decrease 1% Increase 1% Decrease

in rate in rate in rate in rate£’000 £’000 £’000 £’000

Income statement – return after taxationRevenue return 2 (2) 24 (24)Capital return — — — —

Total return after taxation for the year 2 (2) 24 (24)

Net assets 2 (2) 24 (24)

In the opinion of the Directors, the above sensitivity analysis may not be representative of the Company’s future exposureto interest rate changes due to fluctuations in the level of cash balances. The maximum and minimum balance of cash andshort term deposits held during the year amounted to £6,917,000 and £114,000 respectively.

(iii) Other price risk Other price risk includes changes in market prices, other than those arising from interest rate risk or currency risk, whichmay affect the value of equity investments related securities.

Management of other price risk The Board meets on at least four occasions each year to consider the asset allocation of the portfolio and the riskassociated with particular industry sectors. The investment management team has responsibility for monitoring theportfolio, which is selected in accordance with the Company’s investment objectives and seeks to ensure that individualstocks meet an acceptable risk/reward profile.

The Company’s total exposure to changes in market prices at 30th April 2014 comprises its holdings in equity investmentsand related securities as follows:

2014 2013£’000 £’000

Equity investments held at fair value through profit or loss 38,151 54,188

In the opinion of the Directors, the above year end amounts are broadly representative of the expected exposure to otherprice risk during the current and prior year.




21. Financial instruments’ exposure to risk and risk management policies continued

(a) Market risk continued(iii) Other price risk continued

Concentration of exposure to other price risk The Company’s investments are listed on page 12. This shows that substantially all of the investments’ value is in Brazil.Accordingly there is a concentration of exposure to that country. However, it should be noted that an investment may notbe wholly exposed to the economic conditions in its country of domicile or of listing.

Other price risk sensitivity The following table illustrates the sensitivity of the return after taxation for the year and net assets to an increase ordecrease of 10% (2013: 10%) in the fair value of the Company’s equities and other related securities. This level of change isconsidered to be a reasonable illustration based on observation of current market conditions. The sensitivity analysis isbased on the Company’s equities and adjusting for change in the management fee, but with all other variables heldconstant.

2014 201310% Increase 10% Decrease 10% Increase 10% Decrease

£’000 £’000 £’000 £’000

Income statement – return after taxationRevenue return (38) 38 (54) 54Capital return 3,815 (3,815) 5,419 (5,419)

Total return after taxation for the year and net assets 3,777 (3,777) 5,365 (5,365)

(b) Liquidity risk This is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities that aresettled by delivering cash or another financial asset during the year and at year end.

Management of the risk Liquidity risk is not significant as the Company’s assets comprise mainly readily realisable securities, the liquidity of which innormal markets is frequently tested by the investment managers and which can be sold to meet funding requirements ifnecessary.

Short term flexibility is achieved through the use of overdraft facilities.

Liquidity risk exposure Contractual maturities of the financial liabilities at the year end, based on the earliest date on which payment can be requiredare as follows:

2014 2013Three Three

months monthsor less Total or less Total£’000 £’000 £’000 £’000

Creditors: amounts falling due within one yearSecurities purchased awaiting settlement — — 1,197 1,197Performance fee — — 215 215Other creditors and accruals 79 79 95 95

79 79 1,507 1,507



(c) Credit risk Credit risk is the risk that the counterparty to a transaction fails to discharge its obligations under that transaction which couldresult in loss to the Company.

Management of credit risk Portfolio dealingThe Company invests in markets that operate Delivery Versus Payment (‘DVP’) settlement. The process of DVP mitigates therisk of losing the principal of a trade during the settlement process. The Manager continuously monitors dealing activity toensure best execution, a process that involves measuring various indicators including the quality of trade settlement andincidence of failed trades. Counterparty lists are maintained and adjusted accordingly.

CashCounterparties are subject to daily credit analysis by the Manager and trades can only be placed with counterparties that havea minimum rating of A1/P1 (2013: A1/P1) from Standard & Poor’s and Moody’s respectively.

Exposure to JPMorgan ChaseThe Company’s assets are ring-fenced in client designated accounts. Therefore these assets are designed to be protected fromcreditors in the event that JPMorgan Chase were to cease trading. However, no absolute guarantee can be given to investorson the protection of all of the assets of the Company.

Credit risk exposure The following table shows amounts extracted from the balance sheet and the related maximum exposure to credit risk at thecurrent and comparative year end.

2014 2013Balance Maximum Balance Maximumsheet exposure sheet exposure£’000 £’000 £’000 £’000

Fixed assets – investments held at fair value through profit or loss 38,151 — 55,152 964Current assetsDebtors 212 212 1,452 1,452Cash and short term deposits 194 194 1,409 1,409

38,557 406 58,013 3,825

(d) Fair values of financial assets and financial liabilitiesAll financial assets and liabilities are either included in the balance sheet at fair value or the carrying amount in the balancesheet is a reasonable approximation of fair value.



22. Capital management policies and procedures

The Company’s capital management objectives are to ensure that it will continue as a going concern and to maximise totalreturn to shareholders.

The Company’s capital comprises the following:

2014 2013£’000 £’000

EquityEquity share capital 617 699Reserves 37,861 55,807

Total capital 38,478 56,506

The Board’s policy is to utilise gearing when the Manager believes it appropriate to do so, up to a maximum of 20% geared atthe time of drawdown. Gearing for this purpose is defined as the excess amount above shareholders’ funds of total assets(including net current assets/liabilities) less cash/cash equivalents, expressed as a percentage of the shareholders’ funds. Ifthe amount so calculated is negative, this is shown as a ‘net cash’ position.

2014 2013£’000 £’000

Investments held at fair value excluding liquidity fund holdings 38,151 54,188Current assets excluding cash 212 1,452Current liabilities (79) (1,507)

Total assets 38,284 54,133Net assets 38,478 56,506

Gearing (0.5)% (4.2)%

The Board, with the assistance of the Manager, monitors and reviews the broad structure of the Company’s capital on anongoing basis. This review includes:

- the planned level of gearing, which takes into account the Manager’s views on the market;

- the need to buy back equity shares, either for cancellation or to hold in Treasury, which takes into account the share pricediscount or premium; and

- the need for issues of new shares, including issues from Treasury.

23. Subsequent Events

The Directors have considered the period since the year end and have not noted any subsequent events that warrantadjustments in the accounts.




Notice is hereby given that the fourth Annual GeneralMeeting of JPMorgan Brazil Investment Trust plc will be heldat 60 Victoria Embankment, London EC4Y 0JP on Friday,12th September, 2014 2.00 p.m. for the following purposes:

1. To receive the Directors’ Report & Accounts and theAuditor’s Report for the year ended 30th April 2014.

2. To approve the Directors’ Remuneration Policy.

3. To approve the Directors’ Remuneration Report for theyear ended 30th April 2014.

4. To approve a final dividend of 0.85p per Ordinary share.

5. To reappoint Victor Bulmer-Thomas as a Director of theCompany.

6. To reappoint Ernst & Young LLP as auditor of the Companyand to authorise the Directors to determine theirremuneration.

Special Business

To consider the following resolutions:

Authority to allot new ordinary shares – Ordinary Resolution 7. THAT the Directors of the Company be and they are herebygenerally and unconditionally authorised, (in substitutionof any authorities previously granted to the Directors),pursuant to and in accordance with Section 551 of theCompanies Act 2006 (the ‘Act’) to exercise all the powersfor the Company to allot relevant securities (in theCompany and to grant rights to subscribe for, or to convertany security into shares in the Company (‘Rights’)) up to anaggregate nominal amount of £5,115, representingapproximately 10% of the Company’s issued Ordinary sharecapital (excluding treasury shares) at the date of thepassing of this resolution provided that this authority shallexpire at the Company’s Annual General Meeting in 2014,save that the Company may before such expiry make offers,agreements or arrangements which would or might requirerelevant securities to be allotted after such expiry and sothat the Directors of the Company may allot relevantsecurities in pursuance of such offers, agreements orarrangements as if the authority conferred hereby hadnot expired.

Authority to disapply pre-emption rights on allotment of shares –Special Resolution 8. THAT subject to the passing of Resolution 7 set out above,the Directors of the Company be and they are herebyempowered pursuant to Section 570 and 573 of the Act toallot equity securities (within the meaning of Section 560 ofthe Act) for cash pursuant to the authority conferred byResolution 7 or by way of sale of Treasury shares as ifSection 561(1) of the Act did not apply to any such allotment,provided that this power shall be limited to the allotment ofequity securities for cash up to an aggregate nominalamount of £5,115, representing approximately 10% of theOrdinary issued share capital (excluding treasury shares) asat the date of the passing of this resolution at a price of notless than the Net Asset Value per share and shall expire atthe Company’s Annual General Meeting in 2015, save thatthe Company may before such expiry make offers,agreements or arrangements which would or might requireequity securities in pursuance of such offers, agreements orarrangements as if the power conferred hereby had notexpired.

Authority to repurchase the Company’s shares – Special Resolution 9. THAT the Company be generally and subject as hereinafterappears unconditionally authorised in accordance withSection 701 of the Companies Act 2006 (the ‘Act’) to makemarket purchases (within the meaning of Section 693 of theAct) of its issued Ordinary shares, on such terms and in suchmanner as the Directors may from time to time determine.

PROVIDED ALWAYS THAT

(i) the maximum number of Ordinary shares herebyauthorised to be purchased shall be 7,667,582, or if less,that number of Ordinary shares which is equal to14.99% of the issued share capital as at the date of thepassing of this Resolution or such number as is equal to14.99% of the issued Ordinary shares as at the date ofthe passing of its Resolution;

(ii) the minimum price which may be paid for any Ordinaryshare shall be 1p;

(iii) the maximum price which may be paid for a share shallbe an amount equal to the highest of: (a) 105% of theaverage of the middle market quotations for a an

Shareholder InformationNotice of Annual General Meeting

Brazil_AR_pp53_60_Brazil_AR_pp53_60 24/07/2014 18:13 Page 53

Shareholder Information continuedNotice of Annual General Meeting continued


Ordinary share, taken from and calculated by referenceto the London Stock Exchange Daily Official List for thefive business days immediately preceding the day onwhich the share is contracted to be purchased; or(b) the price of the last independent trade; or (c) thehighest current independent bid;

(iv) any purchase of shares will be made in the market forcash at prices below the prevailing net asset value pershare (as determined by the Directors);

(v) the authority hereby conferred shall expire on12th March 2016 unless the authority is renewed at anyother general meeting prior to such time; and

(vi) the Company may make a contract to purchaseOrdinary shares under the authority and may makea purchase of ordinary shares pursuant to any suchcontract notwithstanding such expiry.

By order of the BoardDivya Amin, for and on behalf of JPMorgan Funds Limited, Secretary

30th July 2014

Notes

These notes should be read in conjunction with the notes on thereverse of the proxy form.

1. A member entitled to attend and vote at the Meeting may appointanother person(s) (who need not be a member of the Company) toexercise all or any of his rights to attend, speak and vote at theMeeting. A member can appoint more than one proxy in relation tothe Meeting, provided that each proxy is appointed to exercise therights attaching to different shares held by him.

2. A proxy does not need to be a member of the Company but mustattend the Meeting to represent you. Your proxy could be theChairman, another Director of the Company or another personwho has agreed to attend to represent you. Details of how toappoint the Chairman or another person(s) as your proxy orproxies using the proxy form are set out in the notes to the proxyform. If a voting box on the proxy form is left blank, the proxy orproxies will exercise his/their discretion both as to how to vote andwhether he/they abstain(s) from voting. Your proxy must attendthe Meeting for your vote to count. Appointing a proxy or proxiesdoes not preclude you from attending the Meeting and voting inperson.

3. Any instrument appointing a proxy, to be valid, must be lodged inaccordance with the instructions given on the proxy form.

4. You may change your proxy instructions by returning a new proxyappointment. The deadline for receipt of proxy appointments alsoapplies in relation to amended instructions. Any attempt toterminate or amend a proxy appointment received after therelevant deadline will be disregarded. Where two or more validseparate appointments of proxy are received in respect of thesame share in respect of the same Meeting, the one which is lastreceived (regardless of its date or the date of its signature) shall betreated as replacing and revoking the other or others as regardsthat share; if the Company is unable to determine which was lastreceived, none of them shall be treated as valid in respect of thatshare.

5. To be entitled to attend and vote at the Meeting (and for thepurpose of the determination by the Company of the number ofvotes they may cast), members must be entered on the Company’sregister of members as at 6.00 p.m. two business days prior to theMeeting (the ‘specified time’). If the Meeting is adjourned to a timenot more than 48 hours after the specified time applicable to theoriginal Meeting, that time will also apply for the purpose ofdetermining the entitlement of members to attend and vote (andfor the purpose of determining the number of votes they may cast)at the adjourned Meeting. If, however, the Meeting is adjourned fora longer period then, to be so entitled, members must be enteredon the Company’s register of members as at 6.00 p.m. twobusiness days prior to the adjourned Meeting or, if the Companygives notice of the adjourned Meeting, at the time specified in thatnotice. Changes to entries on the register after this time shall bedisregarded in determining the rights of persons to attend or voteat the Meeting or adjourned Meeting.



6. Entry to the Meeting will be restricted to shareholders and theirproxy or proxies, with guests admitted only by prior arrangement.

7. A corporation, which is a shareholder, may appoint an individual(s)to act as its representative(s) and to vote in person at the Meeting(see instructions given on the proxy form). In accordance with theprovisions of the Companies Act 2006, each such representativemay exercise (on behalf of the corporation) the same powers as thecorporation could exercise if it were an individual member of theCompany, provided that they do not do so in relation to the sameshares. It is therefore no longer necessary to nominate adesignated corporate representative. Representatives should bringto the Meeting evidence of their appointment, including anyauthority under which it is signed.

8. Members that satisfy the thresholds in Section 527 of theCompanies Act 2006 can require the Company to publish astatement on its website setting out any matter relating to: (a) theaudit of the Company’s accounts (including the Auditors’ reportand the conduct of the audit) that are to be laid before the AGM;or (b) any circumstances connected with Auditors of the Companyceasing to hold office since the previous AGM, which the memberspropose to raise at the Meeting. The Company cannot require themembers requesting the publication to pay its expenses. Anystatement placed on the website must also be sent to theCompany’s Auditors no later than the time it makes its statementavailable on the website. The business which may be dealt with atthe AGM includes any statement that the Company has beenrequired to publish on its website pursuant to this right.

9. Pursuant to Section 319A of the Companies Act 2006, the Companymust cause to be answered at the AGM any question relating to thebusiness being dealt with at the AGM which is put by a memberattending the Meeting except in certain circumstances, including ifit is undesirable in the interests of the Company or the good orderof the Meeting or if it would involve the disclosure of confidentialinformation.

10. Under Sections 338 and 338A of the 2006 Act, members meetingthe threshold requirements in those sections have the right torequire the Company: (i) to give, to members of the Companyentitled to receive notice of the Meeting, notice of a resolutionwhich those members intend to move (and which may properly bemoved) at the Meeting; and/or (ii) to include in the business to bedealt with at the Meeting any matter (other than a proposedresolution) which may properly be included in the business at theMeeting. A resolution may properly be moved, or a matter properlyincluded in the business unless: (a) (in the case of a resolution only)it would, if passed, be ineffective (whether by reason of anyinconsistency with any enactment or the Company’s constitution orotherwise); (b) it is defamatory of any person; or (c) it is frivolous orvexatious. A request made pursuant to this right may be in hardcopy or electronic form, must identify the resolution of whichnotice is to be given or the matter to be included in the businessmust be accompanied by a statement setting out the grounds forthe request, must be authenticated by the person(s) making it andmust be received by the Company not later than the date that is six

clear weeks before the Meeting, and (in the case of a matter to beincluded in the business only) must be accompanied by astatement setting out the grounds for the request.

11. A copy of this notice has been sent for information only to personswho have been nominated by a member to enjoy informationrights under Section 146 of the Companies Act 2006 (a ‘NominatedPerson’). The rights to appoint a proxy can not be exercised by aNominated Person: they can only be exercised by the member.However, a Nominated Person may have a right under anagreement between him and the member by whom he wasnominated to be appointed as a proxy for the Meeting or to havesomeone else so appointed. If a Nominated Person does not havesuch a right or does not wish to exercise it, he may have a rightunder such an agreement to give instructions to the member as tothe exercise of voting rights.

12. In accordance with Section 311A of the Companies Act 2006, thecontents of this notice of meeting, details of the total number ofshares in respect of which members are entitled to exercise votingrights at the AGM, the total voting rights members are entitled toexercise at the AGM and, if applicable, any members’ statements,members’ resolutions or members’ matters of business receivedby the Company after the date of this notice will be available on theCompany’s website www.jpmbrazil.co.uk.

13. The register of interests of the Directors and connected persons inthe share capital of the Company and the Directors’ letters ofappointment are available for inspection at the Company’sregistered office during usual business hours on any weekday(Saturdays, Sundays and public holidays excepted). it will also beavailable for inspection at the Annual General Meeting. No Directorhas any contract of service with the Company.

14. You may not use any electronic address provided in this Notice ofMeeting to communicate with the Company for any purposes otherthan those expressly stated.

15. As an alternative to completing a hard copy Form of Proxy/VotingInstruction Form, you can appoint a proxy or proxies electronicallyby visiting www.sharevote.co.uk. You will need your Voting ID, TaskID and Shareholder Reference Number (this is the series ofnumbers printed under your name on the Form of Proxy/VotingInstruction Form). Alternatively, if you have already registered withEquiniti Limited’s online portfolio service, Shareview, you cansubmit your Form of Proxy at www.shareview.co.uk. Fullinstructions are given on both websites.

16. As at 24th July 2014 (being the latest business day prior to thepublication of this Notice), the Company’s issued share capitalconsists of 51,151,319 Ordinary shares (excluding treasury shares)carrying one vote each. Therefore the total voting rights in theCompany are 51,151,319.

Electronic appointment CREST membersCREST members who wish to appoint a proxy or proxies by utilising theCREST electronic proxy appointment service may do so for the Meetingand any adjournment(s) thereof by using the procedures described inthe CREST Manual. See further instructions on the proxy form.



Return to Ordinary shareholdersTotal return to the investor, on a mid-market price tomid-market price basis, assuming that all dividends receivedwere reinvested, without transaction costs, into the shares ofthe Company at the time the shares were quoted ex-dividend.

Return on net assetsTotal return on net asset value (‘NAV’) per share, on a bid valueto bid value basis, assuming that all dividends paid out by theCompany were reinvested into the shares of the Company atthe NAV per share at the time the shares were quotedex-dividend.

In accordance with industry practice, dividends payable whichhave been declared but which are unpaid at the balance sheetdate are deducted from the NAV per share when calculatingthe return on net assets.

Benchmark total returnTotal return on the benchmark, on a mid market value tomid-market value basis, assuming that all dividends receivedwere reinvested, without transaction costs, in the shares ofthe underlying companies at the time the share were quotedex-dividend.

The benchmark is a recognised index of stocks which shouldnot be taken as wholly representative of the Company’sinvestment universe. The Company’s investment strategy doesnot follow or ‘track’ this index and consequently, there will besome divergence between the Company’s performance andthat of the benchmark.

Ordinary share price discount/premium to net asset value (‘NAV’)per Ordinary shareIf the share price of an investment trust is lower than the NAVper share, the shares are said to be trading at a discount. Thediscount is shown as a percentage of the NAV. The opposite ofa discount is a premium. It is more common for an investmenttrust’s shares to trade at a discount than at premium.

Gearing/(net cash)Gearing represents the excess amount above shareholders’funds of total assets expressed as a percentage of theshareholders’ funds. Total assets include total investments andnet current assets/liabilities less cash/cash equivalents. If theamount calculated is negative, this is shown as a ‘net cash’position.

Ongoing ChargesManagement fees and all other operating expenses excludingperformance fee, expressed as a percentage of the averagedaily net assets during the year.

Performance AttributionAnalysis of how the Company achieved its recordedperformance relative to its benchmark.

Performance Attribution Definitions:

Asset AllocationMeasures the impact of allocating assets differently from thosein the benchmark, via the portfolio’s weighting in differentcountries, sectors or asset types.

Stock SelectionMeasures the effect of investing in securities to a greater orlesser extent than their weighting in the benchmark, or ofinvesting in securities which are not included in thebenchmark.

Gearing/CashGearing represents the excess amount above shareholders’funds of total assets (including net current assets/liabilities)less cash/cash equivalents, expressed as a percentage of theshareholders’ funds. If the amount so calculated is negative,this is shown as a ‘net cash’ position.

Management Fees/Other ExpensesThe payment of fees and expenses reduces the level of totalassets, and therefore has a negative effect on relativeperformance.

Exercise of Subscription sharesMeasures the negative impact on the net asset value (NAV) pershare arising from the exercise of Subscription shares intoOrdinary shares at a price less than the NAV per share.

Subscription share dilutionMeasures the dilutive impact on the net asset value (NAV) pershare arising from the potential exercise of all the outstandingSubscription shares into Ordinary shares at a price less thanthe NAV per share.

Shareholder Information continuedGlossary of Terms and Definitions



Fraudsters use persuasive and high-pressure tactics to lure investors into scams. They may offer to sell shares that turn out to beworthless or non-existent, or to buy shares at an inflated price in return for an upfront payment. While high profits are promised, ifyou buy or sell shares in this way you will probably lose your money.

Keep in mind that firms authorised by the FCAare unlikely to contact you out of the blue withan offer to buy or sell shares.

Do not get into a conversation, note the nameof the person and firm contacting you and thenend the call.

Check the Financial Services Register fromwww.fca.org.uk to see if the person and firmcontacting you is authorised by the FCA.

Beware of fraudsters claiming to be from anauthorised firm, copying its website or givingyou false contact details.

Use the firm’s contact details listed on theRegister if you want to call it back.

Call the FCA on 0800 111 6768 if the firm doesnot have contact details on the Register or youare told they are out of date.

Search the list of unauthorised firms to avoid atwww.fca.org.uk/scams.

Consider that if you buy or sell shares from anunauthorised firm you will not have access to theFinancial Ombudsman Service or FinancialServices Compensation Scheme.

Think about getting independent financial andprofessional advice before you hand over anymoney.

Remember: if it sounds too good to be true, itprobably is!

If you are approached by fraudsters please tell theFCA using the share fraud reporting form atwww.fca.org.uk/scams, where you can find outmore about investment scams.

You can also call the FCA Consumer Helpline on0800 111 6768.

If you have already paid money to share fraudstersyou should contact Action Fraud on 0300 123 2040.

5,000 people contact the Financial ConductAuthority about share fraud each year,with victims losing an average of £20,000

1 6

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Beware of share fraud

How to avoid share fraud

Report a scam

In association with:

Financial Conduct Authority



Notes



Notes



Notes


History

JPMorgan Brazil Investment Trust plc is an investment trust which waslaunched in April 2010 to provide investors with exposure to Brazilianinvested equities through a closed-ended structure.

Company Numbers

Company registration number: 7141630

Ordinary Shares

London Stock Exchange ISIN code: GB00B602HS43 Bloomberg code: JPBSEDOL B602HS4

Market Information

The Company’s unaudited net asset value (‘NAV’) is published daily, viathe London Stock Exchange.

The Company’s shares are listed on the London Stock Exchange.Themarket price is shown daily in the Financial Times, The Times,The Daily Telegraph, The Scotsman and on the JPMorgan website atwww.jpmbrazil.co.uk, where the share price is updated every fifteenminutes during trading hours.

Website

www.jpmbrazil.co.uk

Share Transactions

The Company’s shares may be dealt in directly through a stockbrokeror professional adviser acting on an investor’s behalf. They may alsobe purchased and held through the J.P. Morgan Investment Account,J.P. Morgan ISA and J.P. Morgan SIPP. These products are all availableon the online wealth manager service, J.P. Morgan WealthManager+available at www.jpmorganwealthmanagerplus.co.uk

Manager and Company Secretary

JPMorgan Asset Management (UK) Limited up to 30th June 2014.JPMorgan Funds Limited from 1st July 2014 onwards.

Company’s Registered Office

60 Victoria EmbankmentLondon EC4Y 0JPTelephone number: 020 7742 4000

For company secretarial and administrative matters please contactDivya Amin at the above address.

Custodian

JPMorgan Chase Bank, N.A.25 Bank StreetCanary WharfLondon E14 5JP

Depositary (from 1st July 2014)

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

Registrars

Equiniti LimitedReference 3533Aspect HouseSpencer RoadLancingWest Sussex BN99 6DATelephone number: 0871 384 2814

Calls to this number cost 8p per minute plus network extras. Lines open8.30 a.m. to 5.30 p.m., Monday to Friday. The overseas helpline is+44 (0) 121 415 0225

Notifications of changes of address and enquiries regarding sharecertificates or dividend cheques should be made in writing to theRegistrar quoting reference 3533. Registered shareholders can obtainfurther details on their holdings on the internet by visitingwww.shareview.co.uk.

Independent Auditor

Ernst & Young LLPStatutory Auditor1 More London PlaceLondon SE1 2AF

Brokers

Numis Securities LimitedThe London Stock Exchange Building10 Paternoster SquareLondon EC4M 7LT

Savings Product Administrators

For queries on the J.P. Morgan Investment Account, J.P. Morgan ISAand J.P. Morgan SIPP, call the JPMorgan Helpline on Freephone0800 20 40 20 or +44 (0)20 7742 9995.

Information about the Company

Financial CalendarFinancial year end 30th AprilFinal results announced JulyHalf year end 31st OctoberHalf year results announced DecemberInterim Management Statements announced March and SeptemberAnnual General Meeting September

A member of the AIC



J.P. Morgan HelplineFreephone 0800 20 40 20 or +44 (0)20 7742 9995

Your telephone call may be recorded for your security

www.jpmbrazil.co.uk


Documents

AnnualReport JPMorgan Brazil Investment Trust plcJPMorgan Brazil Investment Trust plc. Annual Report & Accounts 2014 1 Financial Results for the year ended 30th April 2014 Total returns