MW TOPS LD RED PART PREF 
By
MW TOPS Limited
Registered in Guernsey No. 45728
Annual Financial Report
For the year ended 30 September 2009
CONTENTS
Background to the Company 1-4
Financial Highlights 5-7
Chairman's Statement 8
Background to the Investment Manager 9-10
Investment Manager's Report 11-15
Directors 16
Directors' Report 17-22
Management Report 23
Independent Auditor's Report 24-25
Audited Financial Statements 26-57
Company Information 58-59
BACKGROUND TO THE COMPANY
MW TOPS Limited (the "Company") is a closed-ended investment company registered
and incorporated in Guernsey on 25( )October 2006. A continuation vote for each
class of Share will be put to Shareholders of the relevant class at the general
meeting of the Company in 2013 and every seven years thereafter.
The Company's share capital comprises three classes of shares: Euro shares,
Sterling shares and US$ shares. Each of these share classes were initially
admitted to listing on the Euronext Amsterdam stock market. On 18 June 2008,
these shares were admitted to listing on the Official List of the UK Listing
Authority and admitted to trading on the main market of the London Stock
Exchange. On 1 July 2009 the shares were de-listed from Euronext Amsterdam.
In November 2008, the Company offered its shareholders an option to redeem all
or part of their holdings at net asset value per share, less costs.
Immediately following the redemption the shares in issue were as follows:
Share class Number of issued shares remaining (excluding treasury shares)
Euro 5,678,426
Sterling 7,300,798
US$ 1,618,575
At an extraordinary general meeting of shareholders on 8 January 2009,
shareholders voted in favour of resolutions amending the Articles to effect the
following:
1. to delete the discount management provisions of the Company and to replace
such provisions with an annual cash exit facility, under which the Directors
may, in their absolute discretion, offer to redeem up to all of the shares
in issue, or up to all of the shares in issue in a particular class or
classes, once in any 12 month calendar period on or about the time of the
annual general meeting commencing in 2010, at the Net Asset Value ("NAV")
per share of the relevant class, less the aggregate of a discount of up to
2 per cent of such NAV per share and the costs and expenses of implementing
such an offer; and
2. to insert additional provisions empowering the Board to redeem compulsorily
shares of any class if the aggregate NAV of the shares in issue of the
relevant class, or the number of holders of shares of the relevant class,
are such that the continued existence of such class ceases, in the Board's
opinion, ceases to be viable.
Investment Objective of the Company
The investment objective of the Company is to provide consistent absolute
returns primarily derived through trading in equities of companies incorporated
in or whose principal operations are in Europe (including Eastern Europe).
Investment Policy of the Company
The investment policy of the Company is to invest its assets primarily in
European equity markets both by utilising the TOPS investment process and
investing in opportunities chosen by Marshall Wace LLP. TOPS is a framework of
proprietary Marshall Wace applications and models which seek to capture,
appraise, optimise and act upon securities trading ideas received from Marshall
Wace's extensive network of contributors within the brokerage community.
BACKGROUND TO THE COMPANY (CONTINUED)
The Company will pursue its investment policy indirectly through investment in
the sub-trusts of the TOPS Trust (an umbrella unit trust) or in other funds
managed by Marshall Wace (the "Underlying Funds"), the assets of which are used
to trade systematically on the basis of those ideas of the brokerage community
selected by TOPS and to invest in opportunities chosen by Marshall Wace. The
investment policy of each of the Underlying Funds is therefore consistent with
the Company's investment policy. Marshall Wace may in the future seek to
identify opportunities for the Company to invest up to 100 per cent of its
assets in other Underlying Funds than those investing in at the year end, while
remaining within the Company's investment objective and policy.
The Company may also retain amounts in cash or cash equivalents, pending
reinvestment, if this is considered appropriate to the objective of seeking
consistent absolute returns.
The Underlying Funds may invest in a wide range of instruments including listed
and unlisted equities, futures, other derivatives and debt securities and will
take long and short positions over a variety of time periods. The Company will
only enter into derivative transactions for the purposes of efficient portfolio
management and not for speculative purposes.
The Company may employ direct borrowings up to a maximum of 20 per cent of the
NAV at the time of borrowing in order to fund share buy backs and the payment of
fees and expenses by the Company.
The Company has adopted the following investment restrictions for so long as
they remain requirements of the UK Listing Authority:
* the Company will avoid cross-financing between business forming part of its
investment portfolio;
* the Company will avoid the operation of common treasury functions as between
the Company and investee companies;
* neither the Company nor any subsidiary (other than business forming part of
the investment portfolio) will conduct any trading activity which is
significant in the context of the group as a whole; and
* the Company does not intend to invest in other closed-ended investment
funds, and in any case, will not invest more than 10 per cent of the total
assets of the Company in other closed-ended investment funds except for
those which themselves have stated investment policies to invest no more
than 15 per cent of their gross assets in other closed-ended investment
funds.
The investment policy of the Company may only be amended with the consent of a
simple majority of shareholders.
Portfolio History
The Company originally invested 50% of the net proceeds of the global offering
in Euro-denominated units of Sub-Trust C (Opportunistic Hedged) of the TOPS
Trust ("Sub-Trust C"), 50% in Euro-denominated units of Sub-Trust D
(Fundamental-Hedged) of the TOPS Trust ("Sub-Trust D"), this was realigned on
18 February 2008 to invest 10% of assets of the Company in to Euro-denominated
units of Sub-Trust N (Market Neutral) of the TOPS Trust ("Sub-Trust N") and the
investments into Sub-Trust C and Sub-Trust D were reduced proportionately. For
the period from 1 June 2009 to 31 July 2009 the portfolio was reviewed and
reinvested in to the following Euro-denominated Sub-Trusts:
BACKGROUND TO THE COMPANY (CONTINUED)
Sub-Trust A (Opportunistic) 35%
Sub-Trust B (Fundamental) 35%
Sub-Trust H (Balanced Europe) 10%
Sub-Trust N (Market Neutral) 20%
With effect from 1 August 2009 the portfolio was reviewed again and reinvested
in the following Euro-denominated Sub Trusts:
Sub-Trust H (Balanced Europe) 10%
Sub-Trust European TOPS 70%
Sub-Trust N (Market Neutral) 20%
Following the year end, the Board announced its intention to redeem all, or
substantially all, of its holding in the TOPS Trust and to invest all, or
substantially all, of its assets in equivalent units of one or more sub-trusts
of Marshall Wace Investment Strategies, an umbrella unit trust established under
the laws of Ireland. Each Sub-Trust employs Marshall Wace's Trade Optimised
Portfolio System ("TOPS").
The TOPS investment process comprises a framework of proprietary applications
and models that seeks to capture, analyse, optimise and act upon the investment
ideas of contributors from the brokerage community and to aggregate them in a
dynamic portfolio construction process. At the end of September 2009, Marshall
Wace was polling contributors from 314 firms located in over 50 countries.
Marshall Wace believes that investment advice received from the brokerage
community, if systematically monitored and analysed, can be combined into a
diversified portfolio with attractive risk-reward characteristics.
The assets of the Sub-Trusts are used to trade systematically ideas selected by
optimisation models developed by Marshall Wace to exploit these opportunities
and to effect additional investment opportunities chosen by the relevant
investment managers.
The investment process of Sub-Trust H (Balanced Europe) is to trade investment
ideas driven by valuation and fundamental criteria, prevailing market themes and
stock-specific events. The resulting portfolio is expected to be liquid and
characterised by medium to long-term holding periods. The Investment Manager
expects that Sub-Trust H (Balanced Europe)'s portfolio will exhibit higher
levels of volatility than the other sub-trusts with more diversified strategies.
The Investment Manager may also pursue a discretionary hedging policy to control
market, sector and thematic exposures. Sub-Trust H (Balanced Europe)'s net
market exposure will vary but will not normally exceed a range from 20 per cent
net short to 80 per cent net long. Where deemed appropriate, Sub-Trust H
(Balanced Europe) may employ leverage including, without limitation, through
borrowing securities and other investments and by entering into derivatives
transactions. The gross exposure of Sub-Trust H (Balanced Europe) will not
exceed 500 per cent of its NAV.
The investment process of Sub-Trust European TOPS is to trade investment ideas
driven by: (a) general factors such as stock and market momentum, and prevailing
market themes and events affecting an individual stock in particular (e.g. a
merger or takeover, and earnings release, changes to the management of the
issuer, or any other commercially significant event); and (b) valuation and
fundamental criteria such as earnings growth and outlook for a specific stock.
The resulting portfolio is expected to be relatively liquid and diversified and
characterised by relatively high turnover.
BACKGROUND TO THE COMPANY (CONTINUED)
The Investment Manager may pursue a discretionary hedging policy to limit
drawdown and preserve investors' capital. Additional hedging positions will be
used to control market, sector and thematic exposures. The net market exposure
of Sub-Trust European TOPS will vary according to the Investment Manager's view
of market prospects and the Investment Manager will have discretion to be net
short of markets. However, the overall net market exposure of Sub-Trust European
TOPS is not normally expected to exceed a range from 50 per cent net short to
150 per cent net long. Where deemed appropriate, Sub-Trust European TOPS may
employ leverage including, without limitation, through borrowing securities and
other investments and by entering into derivatives transactions. The gross
exposure of Sub-Trust European TOPS will not exceed 300 per cent of its NAV. The
Investment Manager may from time to time consider hedging currency exposure, but
will not generally enter into contracts involving a speculative position in any
currency.
The investment process of Sub-Trust N (Market Neutral) is to trade on the basis
of investment ideas driven by (a) general factors such as stock and market
momentum and prevailing market themes and events affecting an individual stock
in particular (e.g. a merger or takeover, an earnings release, changes to the
management of the issuer, or any other commercially significant event); and (b)
valuation and fundamental criteria such as earnings growth and outlook for a
specific stock. The resulting portfolio is expected to be relatively liquid and
diversified. The Investment Manager will pursue a discretionary hedging policy
to preserve investors' capital in line with its long-term investment strategy.
Although the investment objective of Sub-Trust N (Market Neutral) is to provide
investors with consistent absolute returns by implementing a long term market
neutral investment strategy, the net market exposure of Sub-Trust N (Market
Neutral) may temporarily vary according to the Investment Manager's view of
market prospects and the Investment Manager will have discretion to be net short
of markets. However, the overall net market exposure of Sub-Trust N (Market
Neutral) is not normally expected to exceed a range from 15 per cent net short
to 15 per cent net long. Where deemed appropriate, Sub-Trust N (Market Neutral)
may employ leverage including, without limitation, through borrowing securities
and other investments and by entering into derivatives transactions. The gross
exposure of Sub-Trust N (Market Neutral) will not exceed 600 per cent of its
NAV.
FINANCIAL HIGHLIGHTS
Net Asset Value Summary
* The NAV per share of each share class of MW TOPS Limited has outperformed
the MSCI Europe AC TR Index since launch.
* The multi-factor risk management framework governing the strategies in which
MW TOPS Limited invests has contributed to a limited drawdown during the
challenging market conditions of 2008 and Q1 2009.
* NAV per share continues to exhibit low volatility as measured against the
MSCI Europe AC TR Index.
MW TOPS Limited Total Net Assets: EUR153,155,177
30 Sept 2009 30 Sept 2009 30 Sept 2009
Euro shares Sterling shares US$ shares
EUR £ $
Net Assets 58,541,593 76,174,104 16,467,763
Net Asset Value per share 10.31 10.43 10.17
Mid market share price (LSE)(1) 9.43 9.53 9.33
Total number of shares in 5,678,426 7,300,798 1,618,575
issue(2)
(1) Data source: Bloomberg
(2) To the exclusion of those held in treasury
FINANCIAL HIGHLIGHTS (CONTINUED)
Monthly Track Record
MW TOPS %
Limited Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep % Perf
NAV 2008 2008 2008 2009 2009 2009 2009 2009 2009 2009 2009 2009 YTD Since
Performance Inception
Euro NAV 8.98 9.02 9.04 9.16 9.03 9.20 9.39 9.60 9.71 9.78 9.97 10.31
Euro Net -5.37% 0.45% 0.22% 1.33% -1.42% 1.88% 2.07% 2.24% 1.15% 0.67% 1.99% 3.41% 8.64% 3.10%
Return
GBP NAV 9.10 9.15 9.15 9.27 9.14 9.31 9.50 9.71 9.83 9.89 10.09 10.43
GBP Net -5.11% 0.55% 0.00% 1.31% -1.40% 1.86% 2.04% 2.21% 1.24% 0.63% 2.01% 3.37% 8.76% 4.30%
Return
US$ NAV 8.88 8.91 8.92 9.04 8.92 9.08 9.27 9.47 9.58 9.65 9.84 10.17
US$ Net -5.23% 0.34% 0.11% 1.35% -1.33% 1.79% 2.09% 2.16% 1.16% 0.70% 2.00% 3.35% 8.54% 1.70%
Return
FINANCIAL HIGHLIGHTS (CONTINUED)
Underlying Investment Details
Units held by
Holdings Unit Price in MW TOPS Limited Value of units held
EUR(1) in EUR
Sub-Trust H 163.71 95,796.72 15,682,881
(Balanced Europe)
Sub-Trust European 126.72 875,556.24 110,950,487
TOPS
Sub-Trust N (Market 105.25 287,517.96 30,261,265
Neutral)
(1) Unit price to 2 decimal places
Note: The above data is confirmed as at 30 September 2009
Data Source: Citi Hedge Fund Services Limited
Average Premium/Discount since launch 8 December 2006
MW TOPS Limited - EUR share class -6.04%
MW TOPS Limited - US$ share class -5.07%
MW TOPS Limited - GBP share class -4.58%
Industry Average (Single Manager Hedge Fund) -8.94%*
*Data Source: Kepler Partners. Industry average from 1 December 2006 - 30
September 2009
CHAIRMAN'S STATEMENT
I am pleased to present to shareholders the Annual Financial Report of the
Company in this, its third year of operation.
The share price performance of the Company against the continuing difficult
economic backdrop and volatile market conditions was satisfactory in absolute
terms with the Euro share price increasing from EUR8.70 to EUR 9.43, a rise of
+8.33%. This compares favourably to a return of European equity markets as
measured by the MSCI AC Daily TR Net Europe Local Index of +1.52%. The
Investment Manager's Report on pages 11 to 15 outlines the performance of the
Company's portfolio and its risk profile over what has been an exceptionally
challenging period. While the absolute return of the Company has been lower than
the objective set out in the prospectus it is notable that it has generated
positive net returns since inception (the NAV per share of the Euro class rising
3.15%) despite the market falling 19.17%.
In November 2008, in response to the torrid market conditions the Board offered
investors the opportunity to redeem all or part of their investment in the
Company at net asset value per share less costs. Redemption requests totalling
approximately 84% of the net assets of the Company were received. The redemption
offer provided liquidity for shareholders at a time of market distress and
demonstrated the Board's and the Investment Manager's commitment to act in
accordance with the interests of shareholders.
In addition, the Board instigated a review of the expenses of the Company to
ensure that costs were being efficiently managed. The most significant result of
this review was the decision to concentrate the Company's trading activity on a
single exchange and consequently the Board decided to delist the Company's
shares from NYSE Euronext Amsterdam on 1 July 2009 and to maintain its listing
on the London Stock Exchange.
While the restrictions on short selling have been eased since December 2008 and
replaced with reporting requirements, the regulatory environment for hedge funds
continues to be in a state of flux. Wide ranging proposals have been put forward
by the European Commission and other national governmental bodies. The
Investment Manager has advised the Board that it believes that these proposals
will not affect its ability to implement the Company's investment strategy.
However, the Investment Manager continues to monitor the developments.
In February this year, Sir Andrew Large announced his resignation from the Board
after serving just over two years as chairman. I was pleased to accept the
Board's offer to succeed Sir Andrew and I would like to thank him for his
contribution to the Company.
The Board maintains an open and constructive relationship with the Investment
Manager and continues to have confidence in the ability of the TOPS strategy to
deliver both alpha and absolute returns.
Dr Cameron McPhail
Chairman
28 January 2010
BACKGROUND TO THE INVESTMENT MANAGER
Marshall Wace LLP ("Marshall Wace" or "MW") was founded by Paul Marshall and Ian
Wace in 1997 and, since the launch of the flagship Eureka Fund in 1998, has
established itself as one of Europe's foremost hedge fund managers.
At the heart of MW's success is the drive to deliver investment performance of
the highest quality for investors. MW is dedicated to building sustainable
competitive advantage within the investment management industry and strives
continuously to enhance its investment process to achieve this aim.
MW's proprietary approach combines both process-driven and manager led
("European Core") strategies. Both approaches draw on an unrivalled information
edge, developed through the unique relationships established with those
providing investment recommendations. The dynamics of this relationship have
aligned the interests of investor, fund manager and service provider in a
virtuous circle and have led to the creation of a revolutionary process-driven
strategy known as TOPS (Trade Optimised Portfolio System).
The TOPS strategies have formed an important platform for the development of MW
due to its direct transferability to other liquid capital markets. In July
2004, recognising this potential and in anticipation of the launch of Americas
TOPS, Marshall Wace opened its first overseas office in the United States. The
roll-out of TOPS continued in 2006 with the expansion of the programme to
include Asian markets and the subsequent opening of an office in Hong Kong in
October that year.
In December 2006, wishing to make the TOPS strategies available to a wider group
of investors, Marshall Wace announced the listing of MW TOPS Limited (the
"Company") on the NYSE Euronext Exchange. The listing of the Company on the
London Stock Exchange followed in June 2008.
The launch of the Marshall Wace TOPS UCITS Fund, incorporated as a Luxembourg
SICAV in November 2007, was intended to broaden the firm's investor base
further, offering an alternative access point to certain MW TOPS strategies for
investors unable to allocate to traditional offshore hedge funds.
The formation of a joint venture, Marshall Wace GaveKal Asia Limited, in June
2008 reflects the Company's strategic objective to develop a greater presence in
Asia. The bringing together of GaveKal's knowledge of the Asia-Pacific region
alongside the innovative product design, portfolio construction and discipline
risk management of Marshall Wace is expected to have powerful synergies. The
offering of a range of funds under the umbrella of the joint venture is intended
to allow investors to capitalise on the long-term growth prospects in Asia.
Paul Marshall
Paul Marshall is a founding partner of Marshall Wace LLP and was responsible for
the development of the "Core" investment management process, utilised both
within the flagship Eureka (Euro) Fund and also now available as a stand-alone
strategy. As CIO for manager-led strategies he has overall responsibility for
the development of this part of the firm's business. Within his role as
Chairman, Paul has responsibility for business development and corporate
governance and, through his chairmanship of the Partnership Management Committee
and the Investment Advisory Committee, plays a central role in the strategic
direction of the firm.
BACKGROUND TO THE INVESTMENT MANAGER (CONTINUED)
Paul was formerly a director of Mercury Asset Management, where he was Chief
Investment Officer for European Equities. At the time of his departure in 1997
he was responsible for a team of 15 managing US$12 billion in European Equities.
Ian Wace
Ian Wace is a founding partner of Marshall Wace LLP. As CEO, he has overseen the
growth and development of the firm since the launch of the Eureka (Euro) Fund in
1997. Marshall Wace employs over 160 personnel, and operates from offices in
London, Greenwich, Connecticut and Hong-Kong. Under his stewardship, the firm
pioneered the development of TOPS and is now extending its manager based product
offering. The firm is one of Europe's largest privately-owned alternative asset
managers, recognised for its robust infrastructure and investment processes. As
CEO, Ian is closely involved with all aspects of the management of the firm and
is instrumental in driving forward the broad range of initiatives which will
take the firm through its next phase of growth.
Prior to founding Marshall Wace, Ian was Global Head of Equity and Derivative
Trading at Deutsche Morgan Grenfell ("DMG"), where he was responsible for Equity
Sales Trading, Programme Trading, Proprietary Trading, Stock Lending and Balance
Sheet Management. Prior to joining DMG in 1995, he worked for eleven years at SG
Warburg, where in 1988, as the youngest ever director, he was appointed head of
European Equity Sales and in 1993, head of Proprietary Trading.
Anthony Clake
Anthony Clake has been responsible for the evolution of the MW TOPS strategies
since their inception in 2001. As the Global Product Manager for MW TOPS, he has
overseen the geographic expansion of this investment process across Europe,
Asia, North and South America as well as Emerging Markets. In recognition of his
contribution to the development of Marshall Wace, Anthony was made a partner of
the firm in 2004.
Anthony joined Marshall Wace in August 2001 directly from university following
consultancy work with the firm during 1999 and 2000. Previously he studied
Philosophy, Politics and Economics at Queen's College, Oxford. He was elected to
the Gibbs scholarship for obtaining the highest marks awarded in preliminary and
final examinations.
INVESTMENT MANAGER'S REPORT
Financial Year ending 30 September 2009
Within the 12 month period covered by this review the global financial crisis
reached its nadir. The severity of the economic contraction in Q4 2008 and level
of cross-regional contagion within the international banking system was
underscored by the release of numerous statistics in early 2009. The continued
fragility of the financial industry together with the efforts of the asset
management community to quickly deleverage combined to heighten equity market
uncertainty in Q1 2009, resulting in heightened levels of volatility at the
single stock, inter- and intra-sector level. However, while the fundamentals of
the global economy continued in Q2 2009 to hamper belief in any sustained
recovery, equity market participants became more optimistic that the attempts by
various governments to inject liquidity into the economy through monetary policy
and fiscal stimuli and to recapitalise a number of financial institutions might
be sufficient in staving off a deeper global recession. Consequently in Q2 2009
sentiment changed within equity markets, which resulted in a large proportion of
equity indices rallying sharply.
During the 12 month period under review, European equity markets* returned only
+1.52% with a volatility of 27.59%, falling -30.10% from 1 October 2008 to 29
February 2009 and then rallying +45.24% from 1 March 2009 to 30 September 2009.
The NAV per share of the Euro, Sterling and US$ classes showed considerable
resilience in this volatile market environment, rising +8.69%, +8.78% and +8.48%
respectively over the financial year and drawing down only -4.78%, -4.64% and
-4.86% during the particularly testing initial 5 months period. With the
improvement in market sentiment, the net and gross market exposures of MW TOPS
Limited (the "Company") incrementally increased (as detailed below). The steady
pace of this portfolio adjustment meant that the Company maintained conservative
levels of risk, while capturing a portion of the market upside, with the NAV per
share of the Euro, Sterling and US$ classes returning +14.14%, +14.08 and
+14.02% respectively from 1 March to 30 September.
* As measured by the MSCI AC Daily TR Net Europe Local Index
Since Inception to 30 September 2009
Since the launch of the Company on 8 December 2006 to the end of September
2009, the greater proportion of the assets of the Company have delivered a level
of capital protection for investors against the background of a rapidly
deteriorating global equity market. Despite a market fall of 19.17% with a
volatility of 20.94% during this period, the NAV per share of the Euro, Sterling
and US$ classes have generated positive net returns of +3.15%, +4.32% and +1.64%
with a volatility of 8.84%, 8.80% and 9.19% respectively. This represents the
delivery of +7.29%, +8.51% and +5.76% net alpha since inception.
Portfolio Composition
The Investment Manager's objective is to generate absolute returns and deliver
consistent alpha from each of the underlying strategies that comprise the
Company within a robust risk framework which seeks to manage volatility and
limit downside. Since inception, the majority of the assets within the Company
have continued to be invested equally in Sub-trust C and Sub-trust D of the
Marshall Wace TOPS Trust. However, from 1 August 2009, a decision was taken to
allocate the assets of the Company to the relevant Sub-trusts of the Marshall
Wace TOPS Trust according to the following approximate proportions: 70% to
Sub-trust European TOPS, 20% to Sub-trust N (Market Neutral) and 10% to
Sub-trust H (Balanced Europe). The allocation to Sub-trusts N and H, was made as
part of a strategy aimed at ensuring that the Company continues to meet its
long-term target risk-return profile, while delivering a more diversified and
decorrelated source of alpha.
INVESTMENT MANAGER'S REPORT (CONTINUED)
As an illustration of diversified nature of the Company, the bar charts below
show the average sector and country exposures of the combined strategies during
September 2009.
While markets moved initially significantly lower and then rebounded sharply
over the period covered by this review, the greatest positive contribution to
return came from Materials and Banks. The table below sets out the top 5 long
and short sectors in terms of P&L attribution from 1 October 2008 to 30
September 2009.
INVESTMENT MANAGER'S REPORT (CONTINUED)
Top 5 Holdings as at 30 September 2009
Over the Company's financial year, typically no single position has represented
more than 3% of NAV and aggregate exposure to mid-cap securities (http://www.frc.org.uk/>.
DIRECTORS' REPORT (CONTINUED)
The Board meets formally at least four times a year. In addition to these
scheduled meetings, the Board has met on an ad hoc basis and has consulted the
Investment Manager regularly. The Directors are satisfied that they have been
kept fully informed of the investment performance, financial and operational
controls, and other matters relevant to the business of the Company. The
Directors have, where necessary to the furtherance of their duties, taken
independent professional advice at the expense of the Company. The risk
management systems in relation to the financial reporting process are
incorporated by reference in the Management Report on page 23.
The performance of the investments held by the Company over the reporting period
and the outlook for the future are described in the Investment Manager's Report.
The Company's financial position, its cash flows and liquidity position are set
out in the financial statements. Its financial instruments and associated risks,
including but not limited to its capital and risk management, and the details of
the market, equity price, interest rate, currency, liquidity and credit risks
are set out at note 7 to the financial statements.
The attendance record of Directors during the year is set out below.
Quarterly Ad hoc Treasury Conversion Audit Other Ad
Meetings Board Board share Committee Committee hoc
attended Meetings Meetings Committee Meetings Meetings Committee
Meetings Meetings
No. of 4 5 2 11 2
Meetings 3
Held
Sir Andrew 1 1 0 0 1 0
Large
Nicholas 4 5 1 1 3 2
Falla
Duncan 4 2 0 0 1 0
Ford
Cameron 3 3 0 0 1 1
McPhail
John Le 4 4 1 10 1 0
Prevost
The focus at Board meetings is a review of investment performance,
marketing/investor relations, risk management, general administration and
compliance, peer group information and industry issues. Board papers are
circulated in advance, allowing Directors the opportunity to add agenda items
they consider appropriate for Board discussion. Each Director is required to
inform the Board of any potential or actual conflicts of interest prior to Board
discussion. The committees of the Board are described later in this Directors'
Report.
The Board evaluates its performance and the performance of individual Directors
on an annual basis, and believes that the current mix of skills and experience
of the Directors are appropriate to the requirements of the Company.
Directors' Duties and Responsibilities
The Company is a member of the Association of Investment Companies ("AIC") and
follows, where applicable, the AIC Code on Corporate Governance. A summary of
the Directors' duties according to the AIC Code is set out below:
* Statutory obligations and public disclosure;
* Strategic matters and financial reporting;
* Oversight of management and personnel matters;
* Risk assessment and management, including reporting, monitoring, governance
and control; and
* Other matters having a material effect on the Company.
DIRECTORS' REPORT (CONTINUED)
Committees of the Board
The Board has created the committees disclosed below. The Board has not deemed
it necessary to appoint a nomination or remuneration committee as, being
comprised wholly of non-executive Directors, the whole Board considers these
matters.
The Management Engagement Committee
At the first meeting held on 29 November 2007, it was resolved that the Company
would not have a separate Management Engagement Committee but the activities of
the Management Committee will be carried out at the meetings of the full Board.
The Directors do pay full regard to Conflicts of Interests and will, where
appropriate, absent themselves from discussions and decisions where there is the
potential for these to exist.
In the opinion of the Directors, no additional benefit could be gained for
shareholders by changing the Company's Investment Manager and it is in the
interests of shareholders as a whole to retain for the foreseeable future the
Investment Manager on the terms agreed.
Audit Committee
An Audit Committee, with defined terms of reference and duties considers
inter-alia: (a) annual accounts, (b) auditors reports, and (c) terms of
appointment and remuneration for the auditor (including overseeing the
independency of the auditor, particularly as it relates to non-audit services).
In addition the Audit Committee ensures that the Company maintains high
standards of integrity, financial reporting and internal controls. The Board
appointed the following as members: Nicholas Falla (Chairman), Dr Cameron
McPhail, John Le Prevost and Duncan Ford.
Treasury Share Committee
At a Board meeting held on 22 May 2008 the Board resolved that any one Guernsey
resident director may form a Treasury Share Committee. The Committee is
authorised to cancel shares held in treasury if it believes that shares held in
treasury are likely to exceed 10% of the issued share capital of the Company.
Conversion Committee
At a Board meeting held on 11 August 2008 the Board resolved that any one
Guernsey resident director may form a Conversion Committee. The Committee is
authorised to approve the monthly conversion ratios between share classes and to
authorise applications for admission of new shares to any stock exchange the
Company's shares are listed on.
Internal Controls
The Directors review all controls including operations, compliance and risk
management and not just internal financial controls and we report as follows.
The Board is ultimately responsible for the Company's system of internal control
and for reviewing its effectiveness. The Board has developed a framework that is
designed to identify, evaluate and manage the primary operating risks faced by
the Company. The framework specifies an on-going review timetable that ensures
at least an annual review of the Company's system of internal controls,
including financial, operational, compliance and risk management.
DIRECTORS' REPORT (CONTINUED)
The Board has delegated to third parties the management of the Company's
investment portfolio, the provision of custody services, the administration,
registration and corporate secretarial functions (including the independent
calculation of the Company's Net Asset Value), and the production of the Annual
Financial Report which is independently audited. The Board retains
accountability for the functions it delegates and is responsible for the systems
of internal control. Formal contractual arrangements have been put in place
between the Company and the providers of these services.
Compliance reports are provided at each quarterly Board meeting by the
Secretary, Anson Fund Managers Limited.
John Le Prevost has been appointed the Company's Compliance Officer for the
purposes of the Netherlands Authority for the Financial Markets.
The Company does not have a separate internal audit facility. All the Company's
management and administration functions are delegated to independent third
parties and in the Board's opinion there is therefore no need for the Company to
have an internal audit function.
Corporate Responsibility
The Company considers with the Investment Manager the ongoing concerns of
investors on the basis of open and regular dialogue.
The Company keeps abreast of regulatory and statutory changes and responds as
appropriate.
The Board assesses its performance on an annual basis based on the guidelines
set out by the AIC and the Combined Code.
Relations with Shareholders
The Investment Manager maintains a regular dialogue with institutional
shareholders, the feedback from which is reported to the Board. In addition, the
Investment Manager conducts continuous marketing, with the objectives of
ensuring that shareholders remain fully informed as to the Company's investment
process and performance and marketing the Company to potential investors.
The Board monitors the Company's trading activity on a regular basis and
maintains contact with the Company's principal broker. Shareholder sentiment is
gauged in part, by reviewing the relative discounts/premiums experienced by the
Company's peer group.
The Company reports formally to shareholders four times per year. Additionally,
current information is provided to shareholders on an ongoing basis through the
Company's website and monthly newsletter. All holders of shares in the Company
have the right to attend and vote at the general meetings, during which the
Board and the Manager are available to discuss issues affecting the Company.
Shareholders may also contact the Directors via the Secretary,
DIRECTORS' REPORT (CONTINUED)
Substantial Shareholdings
As at the financial year end, the Company has not been notified of any
significant holdings of shares in the Company.
As at the financial year end no director had a substantial interest in the
Company's share capital.
Audit Information
So far as each of the Directors is aware, there is no relevant audit information
of which the Company's auditor is unaware, and each has taken all the steps he
ought to have taken as a Director to make himself aware of any relevant audit
information and to establish that the Company's auditor is aware of that
information.
Summary of the Investment Management Agreement
Pursuant to the Investment Management Agreement dated 10 November 2006 between
the Company and Marshall Wace, Marshall Wace has been appointed to manage and
invest the investments of the Company in its discretion in pursuit of the
Company's investment objective and policy.
The Investment Management Agreement contains provisions under which the Company
exempts Marshall Wace from all liabilities and indemnifies Marshall Wace against
all liabilities suffered by Marshall Wace in its capacity as investment manager
except where due to the negligence, wilful default, fraud of or material breach
of the Investment Management Agreement by Marshall Wace. Marshall Wace
indemnifies the Company against all liabilities suffered by the Company as a
result of negligence, wilful default, fraud of, or material breach of the
Investment Management Agreement by, Marshall Wace.
In respect of its appointment as investment manager to the Company under the
Investment Management Agreement, Marshall Wace is entitled to receive an
investment management fee and a performance fee. No other fees are payable by
the Company to Marshall Wace under the Investment Management Agreement save in
circumstances where the Company terminates the Investment Management Agreement
on less than 24 months' notice without cause, in which case the Company will pay
an amount equal to the aggregate investment management fee which would otherwise
have been paid to Marshall Wace during the 24 months following the date of such
notice (such amount to be calculated by reference to the Net Asset Value of the
Company as at the date of termination).
DIRECTORS' REPORT (CONTINUED)
Statement of Directors' Responsibility
The Directors are responsible for the preparation of financial statements for
each financial year which give a true and fair view of the Company's state of
affairs as at the end of the year and the results of operations for the year
then ended.
In preparing those financial statements, the Directors are required to:
* select suitable accounting policies and then apply them on a consistent
basis;
* make judgments and estimates that are reasonable and prudent; and,
* prepare the financial statements on the going concern basis unless it is not
appropriate to presume that the Company will continue in business.
The Directors are responsible for keeping proper accounting records, which
disclose with reasonable accuracy at any time the financial position of the
Company and to enable them to ensure that the financial statements comply with
The Companies (Guernsey) Law, 2008 (as amended). They are also responsible for
the system of internal controls for safeguarding the assets of the Company and
hence for taking reasonable steps for the prevention and detection of fraud and
other irregularities.
Auditor
Ernst and Young LLP has expressed its willingness to continue in office as
auditor. A resolution proposing its reappointment will be submitted at the
forthcoming General Meeting to be held pursuant to Section 199 of The Companies
(Guernsey) Law, 2008 (as amended).
By order of the Board
Cameron McPhail Nicholas Falla
Chairman Director
28 January 2010
MANAGEMENT REPORT
A description of important events which have occurred during the financial year
and their impact on the performance of the Company as shown in the financial
statements and uncertainties facing the Company is given in the Investment
Manager's Report on pages 11 to 15 and is incorporated here by reference. A
description of the principal risks and uncertainties facing the Company is given
at note 7 to the financial statements.
Details of all related party transactions are given in note 10 to the financial
statements.
Going Concern
The Board considers that the Company is a going concern and on the expectation
of the Directors that the Company will continue for the foreseeable future, the
financial statements have been prepared on a going concern basis.
The Board conducts a rigorous and proportionate assessment of the Company's
operational and financial risk with particular reference to:
* cash flow requirements;
* liquidity requirements;
* the liquidity of the underlying sub-trusts;
* the Company's debt position, which is currently debt free; and
* the continuing viability of the Company on a reduced net asset value and
cost base.
The Company no longer has an automatic cash exit/buy back facility, and a cash
exit remains at the discretion of the Directors to make such an offer. The
Directors have no immediate plans to make a cash exit offer.
The only financial commitments of the Company are its ongoing fees and expenses
stated in note 6 to the financial statements. After making enquiries, the
Directors have a reasonable expectation that the Company has adequate resources
to continue in operational existence for the foreseeable future.
The Directors confirm that to the best of their knowledge:
a. the financial statements, prepared in accordance with International
Financial Reporting Standards,give a true and fair view of the assets,
liabilities, financial position and profit or loss of the Company; and
b. the Management Report includes or incorporates by reference a fair review 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 they face.
John Le Prevost Nicholas Falla
Director Director
28 January 2010
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MW TOPS LIMITED
We have audited the Company's financial statements for the year ended 30
September 2009 which comprise the Balance Sheet, the Income Statement, the
Statement of Changes in Net Assets Attributable to Participating shares, the
Cash Flow Statement and the related Notes 1 to 12. These financial statements
have been prepared under the accounting policies set out therein.
This report is made solely to the Company's members, as a body, in accordance
with Section 262 of The Companies (Guernsey) Law, 2008. Our audit work has been
undertaken so that we might state to the Company's members those matters we are
required to state to them in an auditor's report and for no other purpose. To
the fullest extent permitted by law, we do not accept or assume responsibility
to anyone other than the Company and the Company's members as a body, for our
audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
The Directors are responsible for the preparation of the financial statements in
accordance with applicable Guernsey law as set out in the Statement of
Directors' Responsibilities.
Our responsibility is to audit the financial statements in accordance with
relevant legal and regulatory requirements and International Standards on
Auditing (UK and Ireland).
We report to you our opinion as to whether the financial statements give a true
and fair view and are properly prepared in accordance with The Companies
(Guernsey) Law, 2008. We also report to you if, in our opinion, the Company has
not kept proper accounting records, if the financial statements are not in
agreement with the accounting records, or if we have not received all the
information and explanations we require for our audit.
We read other information contained in the Annual Report and consider whether it
is consistent with the audited financial statements. The other information
comprises only the Background to the Company, Financial Highlights, Chairman's
Statement, Background to the Investment Manager, Investment Manager's Report,
Directors, Directors' Report, Management Report, and Company Information. We
consider the implications for our report if we become aware of any apparent
misstatements or material inconsistencies with the financial statements. Our
responsibilities do not extend to any other information.
Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing
(UK and Ireland) issued by the Auditing Practices Board. An audit includes
examination, on a test basis, of evidence relevant to the amounts and
disclosures in the financial statements. It also includes an assessment of the
significant estimates and judgments made by the Directors in the preparation of
the financial statements, and of whether the accounting policies are appropriate
to the Company's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the financial statements
are free from material misstatement, whether caused by fraud or other
irregularity or error. In forming our opinion we also evaluated the overall
adequacy of the presentation of information in the financial statements.
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MW TOPS LIMITED (CONTINUED)
Opinion
In our opinion the financial statements give a true and fair view, in accordance
with International Financial Reporting Standards, of the state of the Company's
affairs as at 30 September 2009 and of its loss for the year then ended and have
been properly prepared in accordance with The Companies (Guernsey) Law, 2008.
Ernst & Young LLP
Guernsey
January 2010
MW TOPS Limited (the "Company")
BALANCE SHEET
As at 30 September 2009
+-----------------------+---------------+----------------------+---------------+
| | Notes| 2009| 2008|
+-----------------------+---------------+----------------------+---------------+
| | | EUR| EUR|
+-----------------------+---------------+----------------------+---------------+
|Assets | | | |
+-----------------------+---------------+----------------------+---------------+
|Cash and cash | | 16,572 | 1,916,196|
|equivalents | | | |
+-----------------------+---------------+----------------------+---------------+
|Financial assets at | 4| 156,894,633 | 1,063,305,461|
|fair value through | | | |
|profit or loss | | | |
+-----------------------+---------------+----------------------+---------------+
|Trade and other | | 29,523| 136,001|
|receivables | | | |
+-----------------------+---------------+----------------------+---------------+
+-----------------------+---------------+----------------------+---------------+
|Total assets | | 156,940,728| 1,065,357,658|
+-----------------------+---------------+----------------------+---------------+
+-----------------------+---------------+----------------------+---------------+
|Liabilities | | | |
+-----------------------+---------------+----------------------+---------------+
|Financial liabilities | 4| 3,372,891| -|
|at fair value through | | | |
|profit or loss | | | |
+-----------------------+---------------+----------------------+---------------+
|Investment management | 6| 255,693| 1,560,590|
|fee | | | |
+-----------------------+---------------+----------------------+---------------+
|Administration fees | 6| 9,820| 10,240|
+-----------------------+---------------+----------------------+---------------+
|Trade and other | | 147,147| 312,461|
|payables | | | |
+----------
MW TOPS USD NPV : Annual Financial Report
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