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Jupiter Second Split Trust PLC : Annual Financial Report

           Jupiter Second Split Trust PLC : Annual Financial Report

                        Jupiter Second Split Trust PLC

          Annual Financial Report for the year ended 31 October 2012

The following is an extract from the Company's Annual Report and Accounts for
the year ended 31 October 2012. The Annual Report and Accounts have been
submitted to the National Storage Mechanism and will shortly be available at
www.hemscott.com/nsm.do.

The Annual Report and Accounts will shortly be available to be viewed on or
downloaded from the Company's website at www.jupiteronline.com

                             CHAIRMAN'S STATEMENT
 In the period from 1 November 2011 to 31 October 2012, your Company's total
 assets increased by 3.6%. This compares favourably with the rate of 0.9% for
 your Company's Benchmark index, 3 month Sterling LIBOR, and the cost of the
 accrued entitlement of the Company's Zero Dividend Preference shares at 4.3%
                     of total assets for the same period.

The geared split  capital structure of  the Company resulting  from the  prior 
entitlement of the Zero  Dividend Preference shares meant  that the Net  Asset 
Value of the  Company's Geared Ordinary  shares decreased by  2.3% during  the 
period under review. The Packaged Units are not geared by the Company's  split 
capital structure since they each comprise  one Geared Ordinary share and  two 
Zero Dividend Preference shares (the rights of which balance one another). The
Net Asset Value  of the Packaged  Units increased in  line with the  Company's 
total assets by 3.6% over the period under review to 108.07p per Packaged Unit
from 104.34p.  The Net  Asset Value  of the  Zero Dividend  Preference  shares 
increased by  6.9% from  33.13p  to 35.43p  during  the period  under  review. 
Revenues after tax for the year to 31 October 2012 amounted to £1.155  million 
representing 0.53p  per  Geared Ordinary  share  (compared to  £1.928  million 
representing 0.86p per Geared Ordinary shares for the same period last year).

Market Highlights

It  was  another  year  of  tremendous  economic  uncertainty,  which   caused 
significant fluctuations in  capital markets  throughout the  world. The  most 
acute stresses were in the  eurozone at the start  of the period when  markets 
had lost patience with a divisive and glacially slow political process and the
reluctance of  richer states  to  commit more  funds  to bolster  the  bailout 
mechanism in the face of the growing  risks that Spain or Italy might  require 
assistance. Interest  rates for  the bonds  of these  countries soared,  while 
Standard and Poor's downgraded nine countries in the region, including France.
As large holders of regional government bonds, Europe's banks saw heavy  falls 
in their  share prices  and unsecured  lending to  these banks  dried up.  The 
region appeared  to  be on  the  brink of  a  credit crisis  with  potentially 
catastrophic consequences for the global economy.

With the political  process proving  dysfunctional, market  pundits feared  an 
unravelling of the single market. The  resolve of newly appointed head of  the 
European Central Bank (ECB) Mario  Draghi was therefore met with  considerable 
surprise. Working  with  a  limiting constitutional  framework,  he  did  what 
politicians were reluctant to do: introduce a policy on a par with the  crisis 
he sought to address.  Through its Long  Term Refinancing Operation  ('LTRO'), 
the central bank injected over €1 trillion into European banks. This not  only 
averted a credit crisis by  recapitalising the region's banks, but  encouraged 
domestic banks to buy sovereign debt in the region, thereby lowering borrowing
costs for highly indebted countries.

The calm  this  policy  created  was  short-lived,  however.  Spain's  economy 
contracted sharply and  its banking  sector required a  €100 billion  bailout. 
Meanwhile, the growing mood of anti-austerity led to the collapse of the Dutch
government and rise  of radical political  parties in Greece  which led to  an 
undecided election in May.  This ignited worry that  the country would  either 
renege on bailout  conditions or  opt out of  the eurozone  all together  when 
elections were re-run in  June. Both outcomes  were averted, albeit  narrowly. 
The election of socialist President Francois  Hollande in France added to  the 
political  uncertainty  in  the  region.  Hollande  fought  an  anti-austerity 
campaign and  his victory  undermined  the united  front  it had  shared  with 
Germany under Sarkozy's government.

Late in the summer, the ECB was forced again to seek ways to address a growing
liquidity crisis. For those countries in desperate need of economic  stability 
in order to balance budgets, a flight of investment capital was a debilitating
pattern that had been gathering pace  for several months. This capital  flight 
exposed the challenges  the ECB  faced in  trying to  implement policies  that 
addressed divergent economic and  fiscal needs across  the region. To  address 
this problem the ECB announced a  policy entitled Open Market Transactions  or 
OMT. This was an offer  to governments of the  most indebted countries to  buy 
their short-dated bonds in the secondary market and thus bring down  borrowing 
costs and buy time for reforms. At the time of writing, this policy is yet  to 
be taken up by any country, but the announcement in itself was enough to bring
down bond yields.

While the ECB's actions have gone  some considerable way to negating  systemic 
risk in  the region,  its problems  remain considerable.  Greece continues  to 
struggle to meet bailout  conditions, Spain appears  reluctant to take-up  the 
ECB's OMT  policy,  political factionalism  is  on  the rise  and  EU  summits 
continue to  end largely  in disappointment,  despite assurances  by  eurozone 
leaders that  they  remain committed  to  the project  overall.  Additionally, 
France and  Germany, which  have  hitherto shown  resilience  in the  face  of 
problems elsewhere in  the region,  appear to be  lurching towards  recession. 
Economic and policy risk in the region therefore remains high. 

While events in Europe were the root cause of much of the market's volatility,
economic conditions elsewhere in the world remain difficult. Japan, which  had 
recovered strongly after  the Tohoku  earthquake in March  2011, slipped  back 
toward recession later in the period. A marked increase in the Bank of Japan's
asset purchase programme  and the introduction  of a 1%  inflation target  did 
little to boost domestic  demand against a backdrop  of external weakness  and 
growing political tensions with China. 

The economic growth rate in China slowed for seven consecutive quarters before
it appeared to stabilise at a rate of 7.4% in the third quarter of 2012.  This 
slowdown was  led by  a contraction  in manufacturing  in the  face of  export 
weakness to Europe and other  Western countries. The once-a-decade process  of 
appointing a new  leader of the  Chinese Communist party,  which was mired  by 
controversy, appeared to  slow policy  intervention. However,  soon after  the 
appointment of Xi Jinping  as the country's next  president, the central  bank 
pumped some $60 billion into money markets to help facilitate the government's
drive to bolster investment in infrastructure. With inflation falling to  1.7% 
year on year in October,  officials have a lot of  room to support the  slower 
growth trajectory if necessary.

With Bush-era tax breaks due to expire at the end of 2012, the US presidential
election was closely watched by investors. Concern about policy paralysis post
the election led to caution among corporations and reluctance to commit to any
new capital spending. The Federal Reserve, which was concerned about the  slow 
pace of recovery, took  the step of introducing  QE3, an open-ended policy  of 
purchasing $40 billion tranches of mortgage-backed securities. Although the US
has a significant government  debt burden and fiscal  deficit to address,  the 
aggressive steps of policy makers in  recent years have led to stronger  banks 
and faster  public-sector deleveraging  than  other Western  countries.  Early 
signs suggest  that the  latest Federal  Reserve action  has lowered  mortgage 
rates and improved consumer confidence. Markets will be watching data  closely 
to see if this results  in the sort of  demand necessary to boost  employment, 
and therefore the tax receipts necessary to counteract a drop in stimulus  and 
ultimately grow to a level sufficient to reduce government debt.

Persistent macroeconomic uncertainty and market volatility have vindicated our
decision to restructure the Trust in November 2009. This has been reflected in
the steady absolute gain and very low volatility of returns that your  Manager 
has achieved since these changes  were implemented. The flexibility to  invest 
across a number of asset classes using sophisticated long and short investment
techniques has been particularly useful to neutralise asset price risks and  I 
recommend the Manager's review  for further details of  how he has  positioned 
the portfolio to profit during these uncertain conditions.

Gordon Campbell
Chairman
19 February 2013
Manager's Review

For the  year  to 31  October  2012 the  value  of the  Trust's  total  assets 
increased by 3.6%  compared to 0.9%  for its benchmark,  the 3 month  Sterling 
LIBOR Index. From the Trust's reconstruction on 3 November 2009 to 31  October 
2012, the value of total  assets has increased by  10.0% compared to 2.3%  for 
the benchmark.

Market review
During the period under review, the  Western economy continued to be mired  in 
problems  related  to  dangerously  high  government-debt  levels.  This  made 
conditions in asset  markets particularly hazardous.  Europe remained of  most 
concern. Developments  in  this  region  sustained the  "risk  on,  risk  off" 
behaviour that has become  the norm in asset  markets since the credit  crisis 
some five years ago. Early in the period, the European Central Bank (ECB)  was 
forced to inject  €1 trillion in  cheap liquidity into  the banking sector  to 
avert a credit crisis. However, it was only a matter of months before the next
crisis ensued.  In  May, agitation  against  German-led austerity  across  the 
region led to the rise of radical parties in general elections and fears  that 
Greece was on the  brink of leaving the  monetary union. Meanwhile,  following 
the bailout of Bankia, Spain's  banks appeared dangerously close to  collapse, 
prompting the EU to commit €100 billion to buttress the sector. So grave  were 
the concerns about southern Europe, money  fled from the south and was  placed 
in the bonds  of perceived  havens such as  Germany at  negative yields  (i.e. 
investors were  willing  to  pay  to hold  these  bonds  rather  than  receive 
coupons). In attempt to stop this debilitating transfer of funds, the ECB  was 
forced  into   further   unorthodox   policies,   taking   the   radical   and 
constitutionally controversial step of proposing to backstop the bond  markets 
of beleaguered sovereigns, albeit conditionally.

The US economy, meanwhile, continued to  grow at a sluggish pace. Although  it 
remained in better shape than that of Europe, corporate profitability  started 
to contract towards the end of the period and businesses became nervous  about 
the looming  "fiscal cliff"  when some  $600 billion  in Bush-era  tax  breaks 
expire at the  end of 2012.  On concern that  the US economy  faced long  term 
structural damage  due to  a falling  job participation  rate and  languishing 
consumer demand, the US  Federal Reserve introduced  a programme of  unlimited 
quantitative easing ("QE3") in September. 

Investment

The Trust's cautious strategy continued  to generate a solid absolute  return, 
while keeping  the overall  volatility of  the Fund's  returns at  a very  low 
level, especially  in  comparison  to  stock  market  indices.  Overall,  this 
strategy involved a balance of positions in currency, fixed income and  equity 
markets, taking  care  to neutralise  asset  price risk  where  necessary.  In 
particular, direct exposure to individual equities was kept to the minimum due
to our on-going  concerns about  the potential  for market  shocks as  Western 
governments struggle to contain budget deficits and burgeoning sovereign  debt 
levels. Most notably, pairing a short position in the euro against longs in US
stock index derivatives paid off during  the year. We continue to believe  the 
pairing of a short in the euro with longs in US equities is sensible given the
marked divergence between the two economic regions.

We have been careful about  our exposure to the  US dollar, however. While  it 
has been prudent to hold longs  in this safe-haven currency during periods  of 
heightened concern about the eurozone, it  has been very sensitive to  Federal 
Reserve policy  and we  cut our  exposure to  the currency  ahead of  QE3  and 
remained cautious of the currency throughout the election period, particularly
as the re-election of Obama  ostensibly means protracted dilutive policies  of 
the Federal  Reserve. We  prefer  long positions  in  currencies such  as  the 
Norwegian krone and  Canadian dollar  (although not  exclusively), the  latter 
being somewhat of a proxy for  the US recovery without the government  balance 
sheet risk. These currencies are also backed by solid balance sheets and enjoy
relatively low levels of volatility.

The contribution of the fixed interest portion of the Fund was also  positive. 
Our pairing of longs  in AAA-rated Australian  Government bonds against  short 
positions in Japanese Government bonds added good value. Early in the  period, 
we took  the  decision  to  take  profits in  our  Australian  bonds  after  a 
significant rally, reinvesting  the proceeds  in a high-yield  bond issued  by 
Barclays. While  the latter  benefited from  the ECB's  liquidity measures  in 
December and January,  we took the  precaution of locking  in profits made  by 
this holding when the LIBOR scandal emerged in July (although this scandal had
limited impact on the price  of these bonds). Overall,  we continue to hold  a 
short position in  Japanese Government bonds  against high yielding  corporate 
bonds. The recent contraction in Japan's economy continues to put pressure on
the government's balance sheet at a time of political uncertainty.

Outlook
Western governments are making little headway in the battle to contain  fiscal 
deficits, forcing central banks into ever more radical policies to counter the
economic consequences of austerity and widespread deleveraging. Progress at  a 
policy level appears to  have stalled in Europe,  which continues to suffer  a 
downward austerity-led spiral in  the economy. In  a recent speech,  Germany's 
Chancellor Merkel  suggested  the  crisis  may  last  another  five  years,  a 
timeframe that may  be too long  given growing public  disquiet and  political 
fragmentation. In contrast to Europe, public-sector deleveraging in the US  is 
relatively advanced and bank  recapitalisation has left the  economy in a  far 
stronger position. An extension to tax breaks, combined with the Fed's current
quantitative easing programme, may improve conditions further, particularly if
the uptick in consumer confidence is sustained. However, the country's  longer 
term debt problem remains and  it will be a tough  battle to wean the  economy 
off the fiscal and monetary policies that have been elephantine in scale,  but 
managed to stimulate only a lukewarm recovery.

Phillip Gibbs
Jupiter Asset Management Limited
19 February 2013

                             Investment Objective

The objective of the Company is to achieve absolute returns. The Company aims
to provide Geared Ordinary shareholders with capital growth, with income as  a 
secondary objective and to provide Zero Dividend Preference shareholders  with 
a predetermined final capital entitlement on the Winding-Up Date.

                              Investment Policy

The investment policy of the Company is to invest in listed equities and
equity related securities (such as convertible securities, preference shares,
convertible unsecured loan stock, warrants and other similar securities).

The Investment Manager ('Jupiter Asset Management Limited') is not limited in
the asset allocation of the Company's investment portfolio between sectors,
geographic regions or the types of equities and equity related securities in
which the Company may invest, but instead the Investment Manager considers
each potential investment on its own merits. The Investment Manager focuses
on the sectors that he considers to be the most undervalued areas of the
market from time to time and the allocation of assets between different
sectors will be determined by the Investment Manager in its absolute
discretion.

In addition to equities, and equity related securities (including
derivatives), the types of investment and assets in which the property of the
Company may be invested include cash, near cash, fixed interest securities,
currency exchange transactions, index linked securities, money market
instruments (MMIs) and deposits.

These instruments may be used for the purposes of both efficient portfolio
management and, when it is considered to be appropriate for investment
purposes by the Investment Manager and the Board, to adopt an investment
strategy aimed at achieving positive returns across market cycles with low
levels of volatility. This strategy will seek to take advantage of specific
macroeconomic circumstances and market pricing anomalies.

At times the portfolio may be concentrated in any one or a combination of such
assets and as well as holding physical long positions the Investment Manager
may create synthetic long and short positions through the use of equity
related securities.

The Investment Manager will seek to limit volatility through diversified
portfolio holdings and sector exposures, active management of the Company's
net and gross portfolio exposure to the market, and through the use of
derivatives.

The Company's investment portfolio is focused on companies where, in the
opinion of the Investment Manager, valuations are low and growth in earnings
or assets is not fully appreciated. The Investment Manager seeks to identify
companies within growth industries which enjoy certain key characteristics,
including an imaginative, proven and incentivised management team and balance
sheet strength. 

The Company manages an adequate spread of investment risk, with no one
investment making up more than 10% of the Total Assets of the Company at the
time of investment.

The Board has not set an objective of a specific Portfolio Yield for the
Company and the level of such yield is expected to vary with the sectors and
geographical regions to which the company's portfolio is exposed at any given
time. However, substantially all distributable revenues that are generated
from the Company's investment portfolio are expected to be paid out in the
form of annual dividends.

It is the Company's stated policy that not more than 10%, in aggregate, of
Total Assets may be invested in other UK investment companies unless such
companies have stated investment policies to invest no more than 15% of the
Total Assets in other UK listed investment companies (including listed
investment trusts).

The Company may make use of short-term borrowings such as an overdraft
facility for liquidity and investment purposes in order to gear the returns on
the Company's investment portfolio but in any event borrowings will not
exceed, at any one time, 25% of Total Assets without shareholder approval by
ordinary resolution.

The Company may also hedge currency exposures. The Company may also purchase
unlisted securities (up to a maximum of 5% of Total Assets). 

Any material change in the investment policy of the Company described above
may only be made with the approval of Shareholders by an ordinary resolution
and the separate class approval of Geared Ordinary shareholders.

                               BENCHMARK INDEX

3 month sterling LIBOR calculated as at the first business day of each
calendar month.

RISKS AND UNCERTAINTIES
The principal risk factors that may affect the Company and its business can be
divided into the following areas:

1.Investment Strategy and Share Price Movement

2.Foreign currency Movements 

3.Interest Rates

4.Derivatives

5.Liquidity Risk

6.Gearing Risk

7.Discount to Net Asset Value

8.Regulatory Risk

9.Credit and Counterparty Risk

10.Loss of Key Personnel

11.Operational

12.Financial

The investment Manager's policies for managing the financial risks are  either 
summarised below or can be found in the Annual Report & Accounts for the  year 
ended 31  October  2012, (which  will  be  available short  on  the  Company's 
website) and have been applied throughout the year.

Policy

a.Foreign Currency Risk

The Company may hedge against  foreign currency movements affecting the  value 
of the  investment  portfolio  where adverse  movements  are  anticipated  but 
otherwise takes account of this risk when making investment decisions.

b.Market Price Risk

By the very nature of its activities, the Company's investments are exposed to
market price fluctuations. The Company's exposure to market price risk as  at 
31 October 2012  is represented by  its investments held  on the Statement  of 
Financial Position under the heading  "Investments held at Fair Value  through 
Profit  or  Loss".  Further  information  on  the  investment  portfolio  and 
investment policy is set out in the Manger's Review.

c.Interest Rate Risk

Interest rate movements may affect:

         a.The fair value of investment of fixed interest securities

         b.The level of income receivable from interest-bearing securities
             and cash at bank and on deposit

d.Liquidity Risk

The Company's assets comprise mainly readily realisable securities which can
be sold to meet funding requirements if necessary.

e.Credit and counterparty risk

The failure of the counterparty to a transaction to discharge its  obligations 
under that transaction could result in the Company suffering a loss. 

f.Primary Financial Instruments

Fair values of financial  assets and financial liabilities  are given in  Note 
15(f) to the Accounts

g.Financial Assets and liabilities - full  details are given in Note 15  (g) 
    to the accounts

h.Fair value hierarchy 

The Company adopted the amendments to IFRS 7 full details are given in Note 15
(h) to the accounts

(i)    Movements in Level 3 investments

                                 2012
                                £'000
At the beginning of the year     1,317
Movement during the year :
Movements in valuation           (578)
                               _______
At the end of the year             739
                               _______

i.Use of Derivatives

The Company  may take  short  positions (using  contracts for  difference)  in 
respect of a small number of large capital securities with the view to enhance
the returns to shareholders and manage risk of the portfolio.

                      STATEMENT OF COMPREHENSIVE INCOME
                      for the year ended 31 October 2012

                         Year ended 31 October 2012 Year ended 31 October 2011
                           Revenue  Capital          Revenue  Capital       
                            Return   Return            Return   Return
                                              Total                      Total
                             £'000    £'000   £'000     £'000    £'000   £'000
Gain/(loss)           on         -    2,045   2,045         -  (2,041) (2,041)
investments
at  fair  value  through 
profit or
loss
Foreign exchange gain            -    6,252   6,252         -    3,929   3,929
Income from investments      3,399        -   3,399     4,010        -   4,010
Interest                       661        -     661       602        -     602
                            ______   ______  ______    ______    _____   _____
Total income                 4,060    8,297  12,537     4,612    1,888   6,500
                            ______   ______  ______    ______    _____   _____
Investment management      (1,752)        - (1,752)   (1,655)        - (1,655)
fee
Investment performance           -      (9)     (9)         -        -       -
fee
Other expenses               (414)        -   (414)     (387)     (17)   (404)
                            ______   ______  ______    ______    _____   _____
Total expenses             (2,166)      (9) (2,175)   (2,042)     (17) (2,059)
                            ______   ______  ______    ______    _____   _____
Net return before
finance costs and
taxation                     1,894    8,288  10,182     2,570    1,871   4,441
Interest payable                 1        -       1      (11)        -    (11)
Finance costs of Zero            -  (9,944) (9,944)         -  (9,274) (9,274)
Dividend      Preference 
shares
                            ______   ______  ______    ______    _____   _____
Net return before
taxation                     1,895  (1,656)     239     2,559  (7,403) (4,884)
Taxation                     (740)     (10)   (750)     (631)       21   (610)
                            ______   ______  ______    ______    _____   _____
Net return after             1,155  (1,666)   (511)     1,928  (7,382) (5,454)
taxation
                            ______   ______  ______    ______    _____   _____
Return per Geared             0.53     0.77  (0.24)      0.89   (3.41)    2.52
Ordinary share (pence)
                                                 

The total column  of this statement  is the  profit and loss  of the  Company, 
prepared in accordance with IFRS. The supplementary revenue return and capital
return columns are both prepared under guidance produced by the Association of
Investment Companies  (AIC). All  items  in the  above statement  derive  from 
continuing operations.   No operations were  acquired or discontinued  during 
the year.

                       STATEMENT OF FINANCIAL POSITION

                            as at 31 October 2012

                                                                2012      2011
                                                               £'000     £'000
Non-current assets
Investments held at fair value through profit or              43,059    94,562
loss
Current assets
Receivables                                                    4,708    18,348
Open forward contracts                                       143,753   103,133
Cash and cash equivalents                                    189,119   115,841
                                                             _______   _______
                                                             337,580   237,322
                                                             _______   _______
Creditors: amounts falling due within one year                (953)   (1,329)
Open forward contracts                                     (145,875) (104,230)
                                                             _______   _______
Net current assets                                           190,752   131,763
                                                             _______   _______
Total assets less current liabilities                        233,811   226,325
                                                             _______   _______
Creditors: amounts falling due after more than
one year
Zero Dividend Preference shares                            (153,313) (143,369)
                                                             _______   _______
Total net assets                                              80,498    82,956
                                                             =======   =======
Capital and reserves
Called up share capital                                        1,237     1,237
Share premium                                                 26,321    26,321
Special reserve                                               30,530    30,530
Retained earnings                                             22,410    24,868
                                                             _______   _______
Total equity                                        80,498    82,956
                                                             =======   =======
Net Asset Value per Geared Ordinary share                     37.21p   38.08p*

Approved by the Board of Directors and authorised
for issue on 19 February 2013 and signed on its
behalf by:
G A Campbell
Chairman

Company Registration Number - 5207714

*For consistency 2011 figures included JSST
Securities Limited

                        STATEMENT OF CHANGES IN EQUITY
                      for the year ended 31 October 2012

                                                                       
                                     Share   Share Special  Retained       
                                   Capital Premium Reserve  Earnings   Total
                                     £'000   £'000   £'000     £'000   £'000
For the year ended 31 October 2012
31 October 2011                      1,237  26,321  30,530     24,868  82,956
Net return for the year                  -       -       -      (511)   (511)
Dividend paid                            -       -       -    (1,947) (1,947)
                                    ______   _____   _____    _______ _______
Balance at 31 October 2012           1,237  26,321  30,530     22,410  80,498
                                    ______   _____   _____    _______ _______
                                                                       
                                    Share   Share Special  Retained       
                                  Capital Premium Reserve  Earnings   Total
                                    £'000   £'000   £'000     £'000   £'000
For the year ended 31 October 2011
31 October 2010                      1,237  26,321  30,530    32,035  90,141
Net return for the year                  -       -       -    (5,454) (5,454)
Dividend paid                            -       -       -    (1,731) (1,731)
                                    ______   _____   _____    _______ _______
Balance at 31 October 2011           1,237  26,321  30,530     24,868  82,956
                                    ______   _____   _____    _______ _______

                             CASH FLOW STATEMENT
                      for the year ended 31 October 2012



                                                    Year ended      Year ended
                                               31 October 2012 31 October 2011
                                                         £'000           £'000
Cash flows from operating activities
Purchases of investments                              (79,890)       (136,180)
Sales of investments                                   133,932         152,643
Realised gain on foreign currency                        6,252           3,929
Investment income received                               4,090           4,819
Deposit Interest received                                  658             599
Investment management fee paid                         (1,729)         (1,649)
Other cash expenses                                      (398)           (361)
Change in open forward currency contracts                1,025         (2,132)
Payments from/(to) Contracts for Difference             12,745        (12,900)
(CFD) and Futures and Options counterparty
                                                       _______         _______
Net cash inflow from operating activities               76,685           8,768
before finance costs and taxation
                                                       _______         _______
Interest received/(paid)                                     1            (11)
Taxation                                               (1,171)           (667)
                                                       _______         _______
Net cash inflow from operating activities               75,515           8,090
                                                       _______         _______
Cash flows from investing activities
Issue costs paid                                             -            (17)
Dividend paid                                          (1,947)         (1,731)
Payments to subsidiary                                   (290)           (246)
                                                       _______         _______
Increase in cash                                        73,278           6,096
                                                       _______         _______
Change in cash and cash equivalents
Cash and cash equivalents at start of year             115,841         109,745
                                                       _______         _______
Cash and cash equivalents at end of year               189,119         115,841
                                                       _______         _______



NOTES:

1. Income

                                       Year ended      Year ended
                                  31 October 2012 31 October 2011
                                            £'000           £'000
Income from investments:
Dividends from UK companies                     -              39
Dividends from overseas companies             178             220
Corporate Bond Income                       2,388           2,742
Income from government stock                  833           1,009
                                            3,399           4,010
                                              ___             ___
Other income:
Deposit interest                              661             602
                                              ___             ___
Total Income                                4,060           4,612
Total income comprises
Dividends                                     178             259
Fixed Interest                              3,221           3,751
Deposit interest                              661             602
                                            4,060           4,612
Income from investments:
Listed in the UK                            1,498           1,349
Listed overseas                             1,901           2,661
                                            3,399           4,010

2 Reconciliation of Net return before  finance costs and taxation to net  cash 
inflow from operating activities

                                                                2012      2011
                                                               £'000     £'000
Net return before finance costs and taxation                  10,182     4,441
Gain on fixed asset investments through profit or loss       (2,045)   (2,041)
Loss on contracts for difference                             (1,192)   (8,211)
Gain on futures & options                                        999     5,420
Purchases of investments                                    (79,890) (136,180)
Sales of investments                                         133,932   152,643
Increase in open forward contract liability                    1,025     2,132
Issue costs charged to capital                                     -      (17)
Decrease in prepayments, other debtors and accrued income        690       513
Decrease/(increase) in amount due from contracts for          12,938  (10,110)
difference and futures & options counterparty
Increase in other creditors and accruals                          46        28
                                                               _____     _____
                                                              76,685     8,768

3.Related parties



Mr Richard Pavry  is an  employee of  Jupiter Asset  Management Limited  which 
receives investment management fees as detailed below. Jupiter  Administration 
Services Limited, a company within the same group as Jupiter Asset  Management 
Limited receives administration fees as set out below.

Jupiter  Asset  Management  Limited   is  contracted  to  provide   investment 
management services to the Company (subject to termination by not less than 12
months' notice by either party)  for a quarterly fee  of 0.1875% of the  Total 
Assets less current  liabilities of  the Company  excluding the  value of  any 
Jupiter managed investments  payable in arrears  on 31 January,  30 April,  31 
July and 31 October in each year. Management fees of £438,504 were outstanding
as at 31 October 2012 (2011: £415,324).

Jupiter Asset Management Limited is also entitled to an investment performance
fee if Total Assets less current liabilities (after adding back any  dividends 
paid or performance  fee accrued) at  the end of  any given accounting  period 
have increased over the greatest of three 'high water marks', being

(i)  the Initial Total Assets;

(ii) the Total Assets  on the last  business day of  a calculation period  in 
respect of  which a  performance fee  was last  paid (after  deduction of  any 
performance fee paid to the Investment Manager in respect of that period); and

(iii) the Total Assets on the  last business day of the previous  calculation 
period (after deduction of any performance fee paid to the Investment  Manager 
in respect of  that period)  increased by the  total return  on the  Benchmark 
index over the course of the calculation period,

The Benchmark index being the higher of:

(i) the annualised cost of the ZDP Share accrual expressed as a percentage of
Total Assets;

(ii) the Hurdle Rate on the ZDP Shares; and

(iii) 3 month sterling LIBOR calculated as  at the first business day of  each 
calendar month.

In such circumstances,  the performance  fee will amount  to 15%  of any  such 
excess. The calculation  of the total  amount of any  performance fee will  be 
adjusted for the repurchase  or redemption of Shares  in any given  accounting 
period and/or for the  change in any  borrowings by the  Company in any  given 
accounting period.

The performance fee  will be  calculated by  reference to  the Adjusted  Total 
Asset Value  as  at the  last  day of  the  relevant calculation  period.  The 
combined amount of any management and  performance fees payable in respect  of 
any 12 month period will not exceed 4.99% of the Net Asset Value of the Geared
Ordinary shares and the ZDP Shares (as at the last day of the relevant period)
and, to the extent that any such fees would otherwise exceed 4.99% of such Net
Asset Value, they will  be waived by  the Investment Manager  and will not  be 
carried forward.

There was an investment performance fee payable for the year ended 31  October 
2012 of £9,585 (2011: nil) which was outstanding at the year end.

Jupiter Administration Services Limited is contracted to provide  secretarial, 
accounting and administration  services to the  Company for an  annual fee  of 
£94,393 adjusted  each  year in  line  with  the Retail  Price  Index  payable 
quarterly. None of the fee payable for the year ended
31 October 2012 was outstanding at the year end (2011: nil).

The Company  has  invested from  time  to time  in  funds managed  by  Jupiter 
Investment Management Group Limited or its subsidiaries. As at 31 October 2012
there was one such investment, East European Food Fund representing 0.004%  of 
total assets including cash. (2011: two investments representing 2.4%).

4. Going Concern

The Company's business activities, capital structure and borrowing facilities,
together with the factors likely to affect its future development, performance
and position are set out in the Manager's Review above and the Report of
Directors which is contained within the Annual Report & Accounts which will be
published shortly. In addition, Note 15 to the financial statements includes
the Company's objectives, policies and processes for managing its capital; its
financial risk management objectives; details of its financial instruments;
and its exposures to credit risk and liquidity risk.

The Company's assets consist mainly of securities which are readily
realisable, its ongoing expenses are low relative to its net assets and
therefore the Directors consider that the Company has appropriate financial
resources to enable it to meet its day-to-day working capital
requirements.

The Directors review a rolling 12 month forecast and the Company's list of
investments at each meeting and they consider that the Company has adequate
resources to continue in operational existence for the foreseeable future.
Thus they continue to adopt the going concern basis of accounting in preparing
the annual financial statements.

5. Directors' Responsibilities for the Financial Statements

The Directors are responsible  for preparing the  Annual Report and  financial 
statements  in  accordance  with  applicable  United  Kingdom  law  and  those 
International  Financial  Reporting  Standards  ('IFRS')  as  adopted  by  the 
European Union.

Under Company  law the  Directors must  not approve  the financial  statements 
unless they are satisfied that they  present fairly the financial position  of 
the Company and the  financial performance and cash  flows of the Company  for 
that period. In preparing the financial statements, the Directors are required
to:

(i)  select  suitable accounting  policies in accordance  with IAS  8 
Accounting Policies,  Changes  in Accounting  Estimates  and Errors  and  then 
applying them consistently;

(ii) present information,  including accounting  policies, in  a manner  that 
provides relevant, reliable, comparable and understandable information;

(iii)  provide  additional  disclosures  when  compliance  with  the  specific 
requirements in IFRSs is insufficient to enable users to understand the impact
of particular  transactions,  other  events and  conditions  on  the  entity's 
financial position and financial performance;

(iv) state that the  Company has complied with  IFRS, subject to any  material 
departures disclosed and explained in the financial statements; and

(v) make judgements and estimates that are reasonable and prudent.

The Directors are responsible for  keeping proper accounting records that  are 
sufficient to show and  explain the Company's  transactions and disclose  with 
reasonable accuracy at  any time  the financial  position of  the Company  and 
enable them to ensure  that the Company financial  statements comply with  the 
Companies Act 2006. They are also  responsible for safeguarding the assets  of 
the Company  and hence  for taking  reasonable steps  for the  prevention  and 
detection of fraud and other irregularities.

The Directors  are  responsible  for  the maintenance  and  integrity  of  the 
corporate and financial  information included on  the Company's website.  The 
work carried  out  by  the  Auditor does  not  include  consideration  of  the 
maintenance and integrity of the  website and accordingly the Auditor  accepts 
no responsibility  for  any  changes  that  have  occurred  to  the  financial 
statements when they are  presented on the website.  Visitors to the  website 
need to  be  aware  that  legislation in  the  United  Kingdom  governing  the 
preparation  and  dissemination  of  financial  statements  may  differ   from 
legislation in other jurisdictions.

The Directors, who are listed on page 6 of the Report & Accounts, confirm to
the best of their knowledge that:

(i)  the financial statements, prepared in accordance with the applicable set
of accounting standards, give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Company; and

(ii) the  Manager's  Review includes  a  fair  view of  the  development  and 
performance of the business  and the position of  the Company together with  a 
description of the principal risks and uncertainties that the Company faces.

So far as each of the directors is aware at the time the report is approved:

(i) there is no  relevant audit information of  which the Company's  auditors 
are not aware; and

(ii) the Directors have taken all steps that they ought to have taken to make
themselves aware of any relevant audit  information and to establish that  the 
auditors are aware of that information.

The Annual General Meeting of the  Company has been convened for Wednesday  27 
March 2013 at 11.30am. 

The above  financial information  does not  constitute statutory  accounts  as 
defined in  section 434(3)  of the  Companies Act  2006 of  the Company.  The 
statutory accounts for the year to 31 October 2011 have been delivered to  the 
Registrar of Companies.

The Annual Report  and Accounts are  expected to be  posted to all  registered 
shareholders shortly and copies  may shortly be  obtained from the  registered 
office of the Company at 1 Grosvenor Place, London SW1X 7JJ or downloaded from
the  Company's  section   of  Jupiter  Asset   Management  Limited's   website 
(www.jupiteronline.com).

Monthly factsheets for  Jupiter's investment trust  clients are available  for 
download from www.jupiteronline.com  and by post  or fax on  request from  the 
company secretarial department.

Enquiries:

Celia Whitten
Company Secretarial Department
Jupiter Asset Management Limited
cwhitten@jupiter-group.co.uk
020 7314 5565

Richard Pavry
Jupiter Asset Management Limited
020 7412 0703

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Source: Jupiter Second Split Trust PLC via Thomson Reuters ONE
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