SECURITIES AND EXCHANGE COMMISSION

                                    FORM 20-F

[ ]   REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE
       SECURITIES EXCHANGE ACT OF 1934

                                      OR

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 -- FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

                                      OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 -- For the transition period from
      _____________ to _____________

                        Commission file number: 011-16245

                            W.P. STEWART & CO., LTD.

             (Exact name of Registrant as specified in its charter)

                                     BERMUDA

                 (Jurisdiction of incorporation or organization)

                                  Trinity Hall
                                 43 Cedar Avenue
                                P.O. Box HM 2905
                                 Hamilton, HM LX
                                     Bermuda

                    (Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12 (b) of the Act:

                                                   Name of each exchange
        Title of Each Class                         on which registered
-----------------------------------------       -------------------------------
Common Shares, par value $0.001 per share          New York Stock Exchange

Securities registered or to be registered pursuant to Section 12 (g) of the Act:

                                      None

Securities for which there is a reporting obligation pursuant to Section 15 (d)
of the Act:

                                      None

Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the Annual
Report:

As of December 31, 2000, 47,912,112 common shares, par value $0.001 per share,
were issued and outstanding.

Indicate by check mark whether the registrant (1) has filed all reports required
to be filled by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark which financial statement item the registrant has elected
to follow.  Item 17 [X] Item 18 [ ]


<PAGE>


                                Table of Contents

                                                                           Page
                                                                           ----

Part I........................................................................2

   Item 1.    Identity of Directors, Senior Management and Advisors...........2

   Item 2.    Offer Statistics and Expected Timetable.........................2

   Item 3.    Key Information.................................................2

   Item 4.    Information on the Company......................................9

   Item 5.    Operating and Financial Review and Prospects...................28

   Item 6.    Directors, Senior Management and Employees.....................32

   Item 7.    Major Shareholders and Related Party Transactions..............38

   Item 8.    Financial Information..........................................40

   Item 9.    The Offer and Listing..........................................41

   Item 10.   Additional Information.........................................42

   Item 11.   Qualitative and Quantitative Disclosures About Risk............51

   Item 12.   Description of Securities Other Than Equity Securities.........51

Part II......................................................................52

   Item 13.   Default, Dividend Arrearages and Delinquencies.................52

   Item 14.   Material Modifications to the Rights of Security Holders and
              Use of Proceeds................................................52

   Item 15.   [Reserved].....................................................52

   Item 16.   [Reserved].....................................................52

Part III.....................................................................52

   Item 17.   Financial Statements...........................................52

   Item 18.   Financial Statements...........................................52

   Item 19.   Exhibits.......................................................52


<PAGE>


         Forward-Looking Statements

         Certain statements in this Annual Report are forward-looking
statements, including, without limitation, statements concerning our
assumptions, expectations, beliefs, intentions, plans or strategies regarding
the future. Such forward-looking statements are based on beliefs of our
management as well as on estimates and assumptions made by and information
currently available to our management. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors that may cause our
actual results, performance or achievements, or industry results, to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors include,
among others, the risk factors set forth in this Annual Report as well as the
following:

     o    general economic and business conditions;

     o    industry capacity and trends;

     o    competition;

     o    the loss of major clients;

     o    changes in demand for our services;

     o    changes in business strategy or development plans;

     o    changes in the laws and/or regulatory circumstances in the United
          States, Bermuda, the United Kingdom, Ireland or other jurisdictions;

     o    quality of management;

     o    actions taken or omitted to be taken by third parties including our
          shareholders, clients, competitors, legislative, regulatory, judicial
          and governmental authorities; and

     o    availability, terms and deployment of capital.

         Should one or more of these risks or uncertainties materialize, or
should the underlying assumptions prove incorrect, actual results may vary
significantly from those anticipated, believed, estimated, expected, intended or
planned. We do not intend to review or revise any particular forward-looking
statements made in this Annual Report in light of future events. You are
cautioned not to put undue reliance on any forward-looking statements.


<PAGE>


                                     Part I.

Item 1.   Identity of Directors, Senior Management and Advisors

         Not Applicable.

Item 2.   Offer Statistics and Expected Timetable

         Not Applicable.

Item 3.   Key Information

         A. Selected Financial and Unaudited Other Data

         The following table sets forth selected financial and unaudited other
data for the Stewart Group, which includes W.P. Stewart & Co., Ltd. and its
subsidiaries and predecessors, for the periods and as of the dates indicated.
The data set forth below are presented on a consolidated or a
combined/consolidated basis.

         The income statement and balance sheet data set forth below as of and
for the years ended December 31, 2000, 1999, 1998, 1997 and 1996 are derived
from our audited financial statements. You should read the financial data set
forth below in conjunction with "Operating and Financial Review and Prospects"
and the combined/consolidated audited financial statements and related notes of
the Stewart Group included elsewhere in this Annual Report. The audited
financial statements were prepared and presented in accordance with accounting
principles generally accepted in the United States of America.

<TABLE>
<CAPTION>
                                                                       As of, and for the Year ended, December 31, (1)
                                                                       -----------------------------------------------
                                                                   2000         1999         1998         1997        1996
                                                                 --------     --------     --------     --------     -------
                                                                               (in thousands, except per share data)
<S>                                                              <C>          <C>          <C>          <C>          <C>
Income Statement Data:
Revenues:
  Fees .....................................................     $149,351     $153,307     $121,043     $ 88,580     $61,622
  Commissions ..............................................       48,273       35,511       27,574       20,379      15,941
  Interest and Other .......................................        5,680        4,501        3,662        1,719       1,423
                                                                 --------     --------     --------     --------     -------
                                                                  203,304      193,319      152,279      110,678      78,986
                                                                 --------     --------     --------     --------     -------
Expenses:
  Employee Compensation and Benefits .......................       38,546       37,385       29,718(2)    34,446      25,746
  Marketing Fees ...........................................       10,581       13,916       11,480        6,572       3,848
  Commissions, Clearance and Trading .......................        9,412        7,973        7,743        5,816       5,340
  Research and Administration ..............................       14,523       13,775       11,195        9,468       6,726
  Depreciation and Amortization ............................        7,538        3,918          493          553         160
  Other Operating ..........................................       12,529       13,187       10,430        4,300       2,190
                                                                 --------     --------     --------     --------     -------
                                                                   93,129       90,154       71,059       61,155      44,010
                                                                 --------     --------     --------     --------     -------
  Income Before Taxes ......................................      110,175      103,165       81,220       49,523      34,976
  Provision for Taxes(3) ...................................       11,029        8,410        8,654        3,854       3,210
                                                                 --------     --------     --------     --------     -------
  Net Income ...............................................     $ 99,146     $ 94,755     $ 72,566     $ 45,669     $31,766
                                                                 ========     ========     ========     ========     =======
  Earnings Per Share(4):
    Basic Earnings Per Share ...............................     $   2.37     $   2.37     $   1.89     $   1.26     $  1.11
                                                                 ========     ========     ========     ========     =======
    Diluted Earnings Per Share .............................     $   2.18     $   2.21     $   1.80     $   1.23     $  1.06
                                                                 ========     ========     ========     ========     =======
  Weighted Average Shares Used in Computation:
    Basic ..................................................       41,873       40,036       38,374       36,349      28,683
    Diluted ................................................       45,524       42,864       40,416       37,215      30,045
  Balance Sheet Data:
    Total Assets ...........................................     $115,537     $ 72,721     $ 43,258     $ 18,507     $10,958
    Total Liabilities ......................................     $ 32,705     $ 33,820     $ 26,179     $  2,890     $ 4,033
    Shareholders' Equity ...................................     $ 82,832     $ 38,901     $ 17,079     $ 15,617     $ 6,925

Other Data (unaudited)......................................                   (in millions, except per share data)
Long-Term Debt..............................................     $   18.1     $   18.6     $   16.9           --          --
Cash Dividends Per Share....................................     $   1.73     $   1.94     $   1.72     $   1.08     $  1.09
Assets Under Management.....................................     $ 10,324     $ 12,255     $ 11,157     $  8,562     $ 6,396
</TABLE>


                                       2


<PAGE>


----------
(1)   Beginning in 1996, the results of operations of Capital Managers Limited
      are included in our results of operations. Capital Managers Limited, a
      Bermuda company, was merged into W.P. Stewart & Co., Ltd. on October 30,
      1998. Capital Managers Limited, which was incorporated in August 1996, was
      the owner of 100% of the outstanding shares of W.P. Stewart Securities
      Limited, a Bermuda-based broker-dealer, beginning on July 1, 1997. Capital
      Managers Limited acquired effective control of W.P. Stewart Asset
      Management Ltd., a Bermuda-based investment advisory subsidiary, on
      December 30, 1996. Accordingly, W.P. Stewart Asset Management Ltd. has
      been consolidated with Capital Managers Limited for financial statement
      purposes. See Item 4 under the caption "Information on the Company."

(2)   In 1998, the percentage of operating profit allocated to compensation was
      reduced as part of a generational transition by which the founding
      partners reduced their participation and increased participation was given
      to the next generation of managers. This transition involved retirements,
      reassignments, reallocation of compensation and an increase in equity
      participation in our company. See Item 5 under the caption "Operating and
      Financial Review and Prospects."

(3)   Prior to June 30, 1998, our U.S. predecessor company operated as an S
      Corporation under the provisions of the Internal Revenue Code and,
      accordingly, was not subject to U.S. federal income tax; however, it was
      subject to certain state and local income taxes. For information regarding
      our U.S. predecessor company, see Item 4 under the caption "Information on
      the Company."

(4)   Common shares purchased by our employees are subject to vesting. For
      treatment of non-vested common shares, see Note 4 of the notes to the
      combined/consolidated financial statements contained herein.


         B. Capitalization and Indebtedness

         Not Applicable

         C. Reasons for the Offer and Use of Proceeds

         Not Applicable

         D. Risk Factors

         Volatility in the securities markets could result in a decrease in the
         market value of our assets under management which, in turn, would
         result in a decrease in our earnings.

         The securities markets are highly volatile, and securities prices may
increase or decrease for many reasons, including economic, financial or
political events, which we cannot control. These events could result in a
decrease in the overall value or amount of assets that we manage and on which we
earn our fees.

         We earn almost all of our revenues from asset management contracts with
clients. Under these contracts, clients pay us an asset management fee equal to
a percentage of the market value of the assets we manage. As a result, if
securities prices fluctuate, the market value of the assets may fluctuate, and
our revenues and profitability may fluctuate as well. All other factors being
equal, if securities prices fall, the value of our client's portfolios, and our
revenues, would fall as well.


                                       3


<PAGE>


         If securities prices fall, securities may become less attractive
investments as compared to other investments. Clients have the right to remove
their assets from our management at any time, and may be more likely to do so
when securities prices decrease. In that case, the amount of assets we manage
may also decrease, and our revenues and net income may fall as well. If our
revenues were to decrease substantially, there could be an impairment of the
value of our acquired intangible assets, which would in turn have an adverse
effect on our reportable earnings.

         The ability of all of our clients to terminate their asset management
         contracts with us at will makes our future client and revenue base
         unpredictable.

         Our clients have the right to terminate their asset management
contracts with us at any time without paying any penalty. Therefore, we cannot
be certain that we will continue to receive the fees that the client agreed to
pay in its asset management contract with us, particularly if the client decides
that a competitor's services or fees are more attractive. In addition, if
clients terminate agreements covering a significant portion of the assets we
manage, this would result in a significant loss in our revenues which would
adversely affect our financial condition.

         The market for qualified personnel is highly competitive. If we are
         unable to continue to attract and retain qualified personnel we will be
         unable to adequately serve our client base.

         Our asset management approach depends on the expertise of our personnel
and their ability to work together as an effective team. Our business depends on
our ability to attract and retain highly skilled asset management, investment
advisory, research and administrative professionals. Competition for employees
with the necessary qualifications is intense, especially for asset management
and research professionals. If we are unable to attract and retain these
professionals, we will be unable to continue to provide a consistent level of
service to our clients. A failure to adequately serve our clients could result
in clients withdrawing their assets from our management and could also affect
our ability to attract new clients.

         Our core investment management team currently consists of managers who
have been with us for an average of more than eight years. If a substantial
number of these managers were to leave the Stewart Group within a short period
of time, it would be difficult to replace them without disrupting our business.
A disruption in our business could also cause us to lose clients.

         Two of our former portfolio managers left the Stewart Group as of
November 30, 2000 on amicable terms to pursue other interests. Although similar
departures, as well as these two managers' departures to date, have not resulted
in a material loss of assets under management, we cannot be certain that the
departure of these two former portfolio managers will not have a negative impact
on our assets under management.

         Our U.S. tax status could be challenged. If U.S. federal, state or
         local taxing authorities successfully challenge our assessment of how
         much of our net income was derived from activities in the United
         States, we could be forced to pay significant additional taxes.

         The Internal Revenue Service, or IRS as it is commonly known, and/or
other U.S. taxing authorities may assert that the Stewart Group has
significantly understated its taxable income and impose tax on the
understatement. The U.S. income tax we have paid and expect to pay is as
follows:

         o    W.P. Stewart & Co., Inc. pays U.S. income tax on its taxable
              income, consisting of fees received from W.P. Stewart & Co., Ltd.
              and W.P. Stewart Asset Management Ltd. for sub-advisory and
              research services less applicable expenses;


                                       4


<PAGE>


         o    W.P. Stewart Asset Management (NA), Inc. pays U.S. income tax on
              its taxable solicitation fee income on a consolidated federal
              basis with its wholly-owned subsidiary, W.P. Stewart Asset
              Management, Inc.; and

         o    W.P. Stewart & Co., Ltd. and W.P. Stewart Asset Management Ltd.
              paid in 1998 and 1999 U.S. income tax on approximately 5%, and
              expect to pay in 2000 U.S. income tax on approximately 10%, of
              their earnings (as computed under U.S. GAAP), the percentage which
              is, or is expected to be, derived from activities directly carried
              on in the United States.

         We continue to take the position, which we believe is supported under
existing authority, that no U.S. income tax will be imposed on any additional
income of the Stewart Group for 1998, 1999 and 2000. In particular, no portion
of the income of W.P. Stewart Securities Limited, W.P. Stewart & Co. (Europe),
Ltd., NS Money Management Ltd. or TPRS Services N.V. should be subject to U.S.
income tax. As a consequence, the overall effective tax rate on our earnings was
10.7% for 1998 and 8.2% for 1999. We believe that the overall tax rate will not
exceed 10% for 2000 and intend to file tax returns on that basis. The overall
effective tax rate on our earnings in future years using a similar methodology
will vary in accordance with the relative nature and extent of our activities in
the United States and in countries other than the United States.

         The IRS, New York State and/or New York City may disagree with our
positions and assert that (i) the fees paid to W.P. Stewart & Co., Inc. (50
basis points annually calculated on the assets in accounts for which W.P.
Stewart & Co., Inc. provides sub-advisory services and $1.2 million annually for
research relating to other accounts) or W.P. Stewart Asset Management (NA), Inc.
and its subsidiaries understated their taxable incomes and/or (ii) the net
income of W.P. Stewart & Co., Ltd. and W.P. Stewart Asset Management Ltd. from
business that they carry on directly in the United States represents more than
the amount reported by those two companies. Any additional net income attributed
to W.P. Stewart & Co., Inc., W.P. Stewart Asset Management (NA), Inc. and its
subsidiaries or the directly-conducted U.S. business of W.P. Stewart & Co., Ltd.
and W.P. Stewart Asset Management Ltd. would be subject to U.S. taxes, at rates
that are currently up to 62.62%.

         Competition in our industry is intense. This competition makes client
         retention difficult and our revenue base uncertain.

         The asset management business is highly competitive. Our ability to
compete is based on a number of factors, including:

         o    investment performance;

         o    business reputation;

         o    continuity of client relationships and of assets under management;
              and

         o    the level of fees charged for services.

         We currently compete with a large number of other asset management
firms, as well as broker-dealers, commercial banks, investment banks, insurance
companies and other financial institutions. Because the cost of entering the
asset management business is relatively low, entities may easily be formed which
also may compete with us. If we are not able to compete successfully against
existing and future competitors, current clients may withdraw their assets from
our management, and we may be unable to attract a sufficient number of new
clients to maintain or improve our revenue base and net income.


                                       5


<PAGE>


         We are subject to the control of many regulatory bodies. These
         regulators have the power to restrict or limit our business activities,
         to cause us to change the manner in which we conduct our businesses and
         to levy substantial penalties or fines on us.

         The asset management industry is subject to regulation in most of the
jurisdictions in which we do business. Our Bermuda companies are subject to the
Investment Business Act 1998 of Bermuda, but by virtue of their regulation in
other jurisdictions and/or the nature of their clients, they are exempt from the
requirement to hold a license under that Act. W.P. Stewart & Co., Ltd. and W.P.
Stewart & Co., Inc. are registered as investment advisers with the U.S.
Securities and Exchange Commission, or SEC as it is commonly known, and various
state regulatory agencies. W.P. Stewart Securities Limited, our Bermuda-based
broker-dealer, is registered with the SEC and various state regulatory agencies
as a broker-dealer. In addition, W.P. Stewart Securities Limited is regulated by
the National Association of Securities Dealers, Inc., or NASD as it is commonly
known. W.P. Stewart & Co. (Europe), Ltd. is regulated by the Investment
Management Regulatory Organisation Limited, or IMRO as it is commonly known, and
W.P. Stewart Fund Management Limited, our Dublin-based fund management company,
is regulated by the Central Bank of Ireland.

         These regulatory regimes are designed to protect clients and other
third parties who deal with us and our subsidiaries and to ensure the integrity
of the financial markets. They are not designed to protect our shareholders.

         These regulations often limit our activities through requirements
relating to customer protection, market conduct and net capital. We also face
the risk of significant intervention by regulatory authorities, including
extended investigation and surveillance activity, adoption of costly or
restrictive new regulations and judicial or administrative proceedings that may
result in substantial penalties to us. Among other things, if we were found to
have violated a significant regulatory requirement, we could be fined or
enjoined from engaging in certain business activities, and the registration of
certain members of the Stewart Group as investment advisers, broker-dealers or
fund managers could be terminated. If new regulations are adopted, these
consequences could be more significant.

         As a shareholder of a Bermuda company you may, in some instances, have
         fewer rights and protections than you would have as a shareholder of a
         U.S. company.

         W.P. Stewart & Co., Ltd. is incorporated in Bermuda and its corporate
affairs are governed by its memorandum of association, its bye-laws and Bermuda
law. Under Bermuda law, shareholders have fewer rights than they might have as
shareholders of a corporation incorporated in a U.S. jurisdiction, and these
rights are less well-defined. It is also more difficult in some respects for
investors to protect their interests in connection with actions by the
management, board of directors or controlling shareholders of a company. For a
description of some of the rights that you will have as a shareholder of W.P.
Stewart & Co., Ltd., see Item 10 B under the caption "Additional Information -
Memorandum and Articles of Association."

         The United States and Bermuda do not have a treaty requiring Bermuda
courts to recognize and enforce U.S. court judgments in civil or criminal
matters. It is not clear that a Bermuda court would enforce a United States
court judgment based solely on the U.S. federal securities laws.

         We are and will continue to be controlled by affiliated shareholders.

         Individuals who are our current or former employees or directors and
affiliates of us and such individuals own approximately 72% of the common
shares. All shareholders of WPS II, Inc., our largest shareholder, owning 41% of
the common shares as of March 20, 2001, are current or former employees of the
Stewart Group, members of their families or trusts for members of their
families. Furthermore, these shareholders will not be subject to the voting
limitations described below. WPS II, Inc. and these


                                       6



<PAGE>


affiliated individuals, therefore, will have the power (without the consent of
our other shareholders) to elect the entire board of directors and, as a result,
to control the management and policies of the Stewart Group, including making
all decisions about mergers, acquisitions, sales, borrowings, issuances and
redemptions of our securities and declaration of dividends on the common shares.
They also will be able to decide all other matters submitted to our shareholders
for approval, including amendments to our memorandum of association and
bye-laws.

         Our bye-laws restrict shareholders' voting rights. You may not be able
         to vote all of the common shares that you own.

         Our bye-laws limit the voting power of natural persons to 5% of all
votes attributable to our outstanding shares (including the common shares) and
the voting power of other entities, "groups" (as defined in the Securities
Exchange Act of 1934) and persons other than natural persons to 9.5% of the
votes attributable to our outstanding shares. These limitations apply regardless
of how many common shares are actually owned or controlled by a shareholder.
These restrictions, however, will not apply to:

         o    WPS II, Inc.;

         o    Other shareholders or groups of shareholders who were shareholders
              of W.P. Stewart & Co., Ltd. immediately before our initial public
              offering in December 2000; and

         o    Certain persons, entities or groups that are designated by our
              board of directors.

         The votes that could have been cast by shareholders who are subject to
these voting restrictions will be allocated to the other shareholders pro rata
based on the number of shares they hold. However, no shareholder subject to
these restrictions may be allocated additional voting rights to the extent that
the allocation would cause that shareholder to have more than 5% (for natural
persons) or 9.5% (for legal persons, entities or groups) of the total voting
power. This voting limitation was put in place to reduce the likelihood that we
will become a controlled foreign corporation for U.S. tax purposes. See Item 10
E under the caption "Additional Information -- Taxation" for a discussion of the
tax consequences associated with our becoming a controlled foreign corporation.

         Our bye-laws also limit the overall voting power of all persons,
entities or groups to 20% of the total number of all votes attributable to our
outstanding shares (including the common shares). These limitations apply
regardless of how many common shares are actually owned or controlled by a
shareholder and regardless of whether the voting restrictions described in the
previous paragraph apply to that shareholder. These restrictions, however, will
not apply to:

         o    WPS II, Inc. or its affiliates;

         o    Direct or indirect subsidiaries of W.P. Stewart & Co., Ltd.;

         o    New or existing employee benefit plans of W.P. Stewart & Co.,
              Ltd., as may be designated by our board of directors; and

         o    Other persons, entities or groups that are designated by our board
              of directors.

         This voting limitation was put in place to reduce the likelihood of
inadvertent terminations of our advisory agreements as a result of "assignments"
of such contracts.

         These voting limitations and reallocation provisions in our bye-laws
make it difficult or impossible for any person, entity or group to acquire
control of us unless our board of directors, WPS II,


                                       7


<PAGE>


Inc. and the other affiliated shareholders discussed above agree. These
provisions also may make it difficult to remove incumbent directors of the
Stewart Group and may limit the price that investors will be willing to pay in
the future for common shares.

         A change of control of the Stewart Group would automatically terminate
         our clients' investment advisory agreements with us unless the clients
         elect not to terminate and could prevent us for a two-year period from
         increasing the investment advisory fees we are able to charge our
         clients.

         Under the Investment Advisers Act of 1940, as amended, or the Advisers
Act as it is commonly known, a client's investment management agreement will
terminate unless the client elects otherwise if the agreement is "assigned" by
the investment adviser without the client's consent. An advisory agreement is
considered to be assigned to another party when a "controlling block" of the
adviser's voting securities is transferred. In our case, an assignment of the
Stewart Group's asset management contracts may occur if, among other things, we
sell or issue a certain number of additional common shares. We cannot be certain
that our clients will consent to the assignment of investment advisory
agreements or approve new agreements with the Stewart Group if a change of
control occurs.

         While the limitation in our bye-laws prohibiting any person or group
from voting more than 20% of the total number of shares of W.P. Stewart & Co.,
Ltd. was put in place to reduce the likelihood of inadvertent terminations of
our advisory agreements as a result of "assignments" of such contracts, there
can be no guarantee that this voting limitation will prevent such a termination
from occurring.

         Under the Investment Company Act of 1940, as amended, or the Investment
Company Act as it is commonly known, a party that acquires control of an
investment company may not impose an "unfair burden" on that company for a
two-year period after a change of control. The term "unfair burden" has been
interpreted to include certain increases in investment advisory fees. This
restriction, along with the difficulty of obtaining a controlling voting
interest in the Stewart Group described above, may discourage potential
purchasers from acquiring a controlling interest in W.P. Stewart & Co., Ltd.

         Future sales of currently restricted common shares could cause the
         market price for the common shares to decline. If too many shareholders
         who are currently restricted from selling their common shares decide to
         sell these shares once the restrictions are lifted, the market price of
         your common shares could be adversely affected.

         As of December 31, 2000, there were 47,912,112 common shares issued and
outstanding. Of these shares, 19,396,317 common shares are freely transferable
without restriction or further registration under the Securities Act of 1933, as
amended or the Securities Act, as it is commonly known.

         Approximately 36,751,500 of the outstanding common shares are owned by
individuals and entities who in connection with our initial public offering
signed agreements that generally provide that the shares cannot be sold until
May 31, 2002 without the consent of Goldman, Sachs & Co. and Lazard Freres & Co.
LLC, who may release all or any portion of the common shares subject to these
lock-up agreements at any time in their sole discretion. Of such shares,
approximately 6,150,010 would otherwise have been available for sale under the
Securities Act. After the lock-up period expires, the holders of these common
shares will be able to sell their shares, subject to the requirements of the
Securities Act. WPS II, Inc. additionally has agreed to retain at least
7,000,000 common shares until the later of December 13, 2003 or the expiration
of its indemnity obligation relating to tax liabilities resulting from the
merger with our U.S. predecessor. See Item 7 under the caption "Major
Shareholders and Related Party Transactions."


                                       8


<PAGE>


         Sales of substantial numbers of common shares, or the possibility of
such sales, pursuant to Rule 144 under the Securities Act or otherwise, may
adversely affect the market price of the common shares and make it more
difficult for us to raise capital by issuing equity securities.

         The market price of the common shares will fluctuate.

         The market price for the common shares may be volatile and may
fluctuate based upon a number of factors including, but not limited to:

         o    our operating results;

         o    changes in financial estimates by securities analysts for the
              Stewart Group and/or its competitors;

         o    conditions or trends in the asset management industry;

         o    adoption of new accounting standards affecting the investment
              advisory business;

         o    news announcements; or

         o    changes in general economic and market conditions.

         In addition, the stock market in recent years and months has
experienced extreme price and volume fluctuations that often have been unrelated
or disproportionate to the operating performance of companies. These
fluctuations may materially affect the market price of our common shares.

Item 4.  Information on the Company

         A.   History and Development of the Company

         The Stewart Group

         The Stewart Group, which includes W.P. Stewart & Co., Ltd. and its
subsidiaries and predecessors, is an asset management company that has provided
research-intensive equity investment management services to clients throughout
the world since 1975. Headquartered in Hamilton, Bermuda and with additional
operations or affiliates in the United States, Europe and Asia, we managed
approximately $10.3 billion in assets as of December 31, 2000. Our client
accounts are primarily for high net-worth individuals and trusts, partnerships,
private corporations and other entities in which high net-worth individuals have
a substantial interest, as well as for institutions. Our client base is
geographically diverse, with 22.2% of our assets under management from non-U.S.
clients as of December 31, 2000.

         Our investment management approach is to seek above-average long-term
investment returns, while accepting what we believe to be below-average risk. We
invest the capital entrusted to us in what we believe are some of the world's
finest growing businesses -- large enterprises that are leaders in their
respective fields and that operate businesses with relatively predictable
growth. We focus on a five-year investment horizon and do not engage in market
timing. Our investment approach has realized a compound annualized return,
before fees, of 23.2% and 21.9%, after fees, on funds under discretionary
management from January 1, 1975 through December 31, 2000, as compared with a
return of 16% for the S&P 500 over the same period. Our compound annualized
returns for the five and 10 years ended December 31, 2000, before fees, were
21.4% and 19.4%, respectively, as compared to 18.3% and 17.5%, respectively, for
the S&P 500 during the same periods. Our compound annualized returns for the
five and 10 years ended December 31, 2000, after fees, were 20.0% and 18.1%,
respectively. Our return for the


                                       9


<PAGE>


year ended December 31, 2000, before fees, was -1.3% as compared to a return of
-9.1% for the S&P 500 during the same period. Our return for the year ended
December 31, 2000, after fees, was -2.5%. See Item 4B under the caption
"Information on the Company -- Business Overview."

         Our culture emphasizes teamwork, reinforced by profit sharing and
equity ownership by our employees. All of our employees are given the
opportunity to become shareholders during their first year of employment with
us. As of December 31, 2000, individuals who are our current or former employees
or directors and affiliates of us and such individuals owned approximately 72%
of our outstanding common shares.

         We believe that our focused investment approach consistently applied,
together with our compensation policy and stock ownership practice, aligns the
interests of all of our employees with the interests of our clients and
shareholders. This has contributed to close and enduring relationships with our
clients and our record of significant growth in assets under management.

         The Stewart Group began its business in 1975. Expansion of our client
base throughout the world and enhancement of our global research capability have
been principal elements of our business strategy. We believe that our global
position, described below, formalizes a number of informal operating
relationships and will continue to increase our ability to execute this business
strategy and expand our marketing relationships.

         The Global Consolidation

         W.P. Stewart & Co., Ltd. was incorporated on June 29, 1998 under the
laws of Bermuda. On June 30, 1998, the shareholders of our U.S. predecessor
company exchanged all of their interests in that company for shares of WPS II,
Inc., a newly formed holding company. Effective as of July 1, 1998, our U.S.
predecessor company merged into W.P. Stewart & Co., Ltd. with W.P. Stewart &
Co., Ltd. continuing as the surviving company. Upon completion of this merger,
WPS II, Inc. received 29,321,436 common shares representing all of the
outstanding common shares of W.P. Stewart & Co., Ltd. at the effective time of
the merger.

         As the first step in the establishment of the Stewart Group's global
business, Capital Managers Limited, a Bermuda company under common control with
our U.S. predecessor company, was organized in 1996. As of October 30, 1998,
W.P. Stewart & Co., Ltd. merged with Capital Managers Limited with W.P. Stewart
& Co., Ltd. continuing as the surviving company. As a result of the Capital
Managers Limited merger, W.P. Stewart & Co., Ltd. became the owner of Capital
Managers Limited's subsidiaries, W.P. Stewart Securities Limited, W.P. Stewart
Asset Management Ltd. and W.P. Stewart Fund Management Limited. As consideration
in the merger, we issued 13,904,305 common shares to the Capital Managers
Limited shareholders. Each of the Capital Managers Limited shareholders was and
continues to be either an employee, a retired employee or director of the
Stewart Group or a trustee for the members of an employee's, or retired
employee's, family or a member of an employee's family. Each shareholder of WPS
II, Inc. is also a former shareholder of Capital Managers Limited.

         Global Expansion

         In 1999, we completed three acquisitions and established our London
subsidiary. By these actions, we increased our access to a broader European
clientele, enhanced our global research capability and improved our asset
gathering in Europe and North America.

         In 1999, we acquired 50% of the capital stock of TPRS Services N.V.
from TPR & Partners NV and TPR Curacao N.V. TPRS Services N.V. is a Curacao
company that is engaged in the business of gathering assets for us. In addition,
TPRS Services N.V. currently provides client services for approximately $1.014
billion of our assets under management. As consideration for the TPRS Services


                                       10


<PAGE>


N.V. acquisition, we issued 1,152,000 common shares. On December 29, 2000, we
consummated the acquisition of the remaining 50% of TPRS Services N.V. in
exchange for 814,000 common shares. We have agreed in principle to acquire 100%
of TPR & Partners NV, an asset gathering firm based in The Netherlands, in
exchange for 330,000 of our common shares. The closing of this transaction and
the issuance of the common shares are expected to occur during the second
quarter of 2001. TPR & Partners NV would become an indirect subsidiary of W.P.
Stewart Asset Management (Europe), Ltd., a subsidiary of W.P. Stewart & Co.,
Ltd. which was recently formed to conduct our European asset gathering and
client servicing activities. The principals of TPR & Partners NV and certain
other key employees of W.P. Stewart Asset Management (Europe) Ltd. would own
non-voting shares entitling them to up to approximately 25% of any dividends
declared and paid by W.P. Stewart Asset Management (Europe) Ltd. We would
acquire this minority interest, less any portion previously repurchased from
employees whose service terminates prematurely and not reissued to other
employees, on December 31, 2004 at a price determined on the basis of the
performance of W.P. Stewart Asset Management (Europe) Ltd. for the year 2004.

         In 1999, we acquired from Stewart Notz Stucki Limited, an affiliate of
the Notz Stucki group of companies, all of the outstanding capital stock of NS
Money Management Ltd. NS Money Management Ltd. is an international investment
adviser based in Bermuda that has more than $300 million in assets under
management. W.P. Stewart & Co., Ltd. serves as sub-adviser for all of NS Money
Management Ltd.'s client accounts. We issued 898,831 common shares as
consideration for the acquisition. We believe that the acquisition of NS Money
Management Ltd. has enabled us to benefit from several long-term Notz Stucki
advisory client relationships and has strengthened our 15 year relationship with
the Notz Stucki group of companies. Headquartered in Geneva, Switzerland, the
Notz Stucki group is an independent financial institution that specializes in
the management of investments of private individuals on a discretionary basis.
The Notz Stucki group of companies currently has over $8 billion in assets under
administration.

         We acquired, in 1999, from First Long Island Holdings, LLC, 100% of the
capital stock of First Long Island Investors, Inc. W.P. Stewart Asset Management
(NA), Inc. (as the company is now known), is an asset-gathering firm based in
Jericho, New York. W.P. Stewart Asset Management (NA), Inc. has been a
significant symbiotic marketer that was, as of December 31, 2000, responsible
for introducing $551 million of our assets under management to us. We issued
1,200,000 common shares as consideration for this acquisition. Robert D.
Rosenthal, a co-founder of First Long Island Investors, Inc., serves as Chairman
and Chief Executive Officer of W.P. Stewart Asset Management (NA), Inc. To
enhance our asset-gathering in North America, we entered into ongoing
arrangements with First Long Island Investors, LLC, an entity under common
ownership with First Long Island Holdings, LLC, under which First Long Island
Investors, LLC continues to service W.P. Stewart Asset Management (NA), Inc.'s
clients, refers new clients to us and assists us in developing, supervising and
coordinating our asset-gathering activities in North America. We believe that
First Long Island Investors, LLC's expertise in asset-gathering allows us to
accelerate growth of our new asset mandates while remaining focused on
investment performance.

         Under the terms of the acquisitions of TPRS Services N.V., First Long
Island Investors, Inc. and NS Money Management Ltd., we have the right to
repurchase at nominal consideration, on an annual basis in each year during the
four years after the effective dates of each of those transactions, a portion of
the common shares issued by W.P. Stewart & Co., Ltd. as consideration in those
transactions (not to exceed in the aggregate 80% of the common shares issued in
each transaction) if certain levels of assets under management are not
maintained by the acquired businesses.

         In January 2000, W.P. Stewart & Co. (Europe), Ltd. commenced its
investment management business in London. W.P. Stewart & Co. (Europe), Ltd., a
wholly-owned subsidiary of W.P. Stewart & Co., Ltd., provides investment
research and sub-advisory services to our two Bermuda investment


                                       11


<PAGE>


advisory companies (W.P. Stewart & Co., Ltd. and W.P. Stewart Asset Management
Ltd.). With five investment professionals, our London business has developed a
European portfolio for our clientele using the time-tested principles of our
U.S. investment philosophy and approach. Additionally, our London business has
now taken the lead role in nurturing established relationships, and developing
new relationships, with Europe-based clients and asset gatherers.

         W.P. Stewart & Co., Ltd.'s principal executive offices are located at
Trinity Hall, 43 Cedar Avenue, Hamilton HM12, Bermuda, telephone number: (441)
295-8585. W.P. Stewart & Co., Ltd.'s agent in the United States is W.P. Stewart
& Co., Inc., 527 Madison Avenue, 20th Floor, New York, New York 10022,
Attention: Lisa D. Levey, Esq., telephone number (212) 750-8585.

         B. Business Overview

         The Stewart Group offers research-intensive equity investment
management services worldwide. Central to our success are three interdependent
competitive strengths - culture, investment methodology and performance record.
We foster team effort, collaboration and a comprehensive focus on achieving
superior portfolio performance. The long-term commitment between the Stewart
Group and our employees is evidenced by our performance-based compensation
policies, employee stock ownership and the tenure of our employees. The culture
is a key factor in our ability to implement, over an extended period of time, an
investment methodology that requires intense, shared, continuous research and
debate.

         These elements have contributed to a 23.2% compound annual return
before fees (21.9% after fees) for client accounts from January 1, 1975 to
December 31, 2000.

         While investment performance is our primary focus, asset gathering is
also important to our business. We have developed mutually beneficial
relationships with select institutions and individuals to accumulate new assets.
We will continue to cultivate long-term relationships with our current network
of marketers and to establish relationships with additional marketers for
additional asset gathering.

         Finally, we intend to continue to pursue a global strategy, both in our
research effort and in the expansion of our client base.

         Competitive Strengths

         We believe we have a franchise, culture, long-term historical
performance record and investment methodology that position us well to continue
to compete in the global wealth management business. We have built a business
model we believe is unique and have developed and successfully implemented our
disciplined investment philosophy over the past 26 years. Our experienced
investment team consists of 18 investment analyst/portfolio managers with an
average of more than 17 years of experience in the industry. Eleven of our
analyst/portfolio managers have worked at the Stewart Group for five years or
longer. With six offices around the world and a selective network of marketing
relationships in more than 10 countries, we have established an international
presence and offer services to a broad range of high net-worth individuals and
institutions throughout the world.

         Culture

         We place great emphasis on teamwork and client service. Cooperation is
reinforced through a profit sharing plan and equity ownership by our employees.
All employee compensation is based solely on a percentage of the firm's annual
operating profits; our policy is not to pay fixed salaries or to guarantee
compensation. All of our employees are given the opportunity to become
shareholders during their first year of employment with us. As a result,
virtually every employee owns common shares of W.P. Stewart & Co., Ltd., which
have been accumulated through voluntary personal investments. As of December 31,
2000, individuals who are our current and former employees and directors and
affiliates of


                                       12


<PAGE>


us and such individuals owned approximately 72% of our outstanding common
shares. As a policy, we neither grant options nor issue shares to employees
without consideration. We intend to continue our performance-based compensation
practice and to reserve annually up to 1% of our outstanding common shares for
purchase by our employees. All employee stock purchases have been, and will
continue to be, subject to seven year vesting. It is our present intention to
continue to make available common shares for purchase by our employees in
proportion to their relative contributions to the Stewart Group. See Item 6 B
under the caption "Directors, Senior Management and Employees- Compensation."

         We believe that a key to our continued success is our highly motivated
team of experienced investment professionals. Each acts in the dual role of
analyst and portfolio manager, with every investment portfolio handled by an
individual manager, backed up by at least one other manager to provide
continuity and stability. The group of analyst/portfolio managers is relatively
small, a structure we intend to maintain. The investment professionals meet
regularly and are able to interact quickly, informally and effectively.

         All of our investment professionals share a common commitment to both
the demanding standards required to invest only in the world's best companies
and the discipline of our appraisal process. All of them have a record of
successful investing, and most of them have either known each other or worked
closely together for many years. Their investment performance and tenure show
them to be a complementary and effective team.

         Long-Term Performance Record

         During the 26-year period from January 1, 1975 through December 31,
2000, we experienced a 23.2% compound annual return, before fees, and a 21.9%
compound annual return, after fees, compared to a 16% return for the S&P 500
Index for the same period. The years ended December 31, 1993 and 2000 were the
only years since our inception that we experienced negative performance. We
believe that our long-term record and strong investment returns provide an
advantage in our efforts to accumulate assets through strategic marketing
relationships, client referrals and increases to existing client mandates. As a
result of retained investment gains as well as the contribution of new funds by
existing and new clients, our assets under management have grown at a compound
annual rate of approximately 18% during the period from December 31, 1995 to
December 31, 2000.

         Investment Methodology

         Our investment professionals focus on one objective - providing our
advisory clients with well above-average investment returns over a long period
of time, while accepting what we believe to be below-average risk. In making
investments, the investment team focuses on a five-year investment horizon and
does not engage in market timing. We believe that our investment research is
distinguished by its intensity. Our analysts/portfolio managers do their own
research on companies they select, and on many they do not select, and derive
investment research information from a variety of sources, both external and
internal. Our analysts visit these companies regularly, contact managements
frequently, talk to competitors, customers and suppliers, and draw upon other
diverse sources of information. While one analyst has the primary responsibility
for each company (generally four to six companies per analyst), information is
also gathered by other analysts and is shared among all investment
professionals.

         Because we consider ourself a long-term investor, the investment
professionals prepare detailed five-year projections for all investment
prospects and investments. These forecasts and the related appraisal of fair
current value for each company under review are used to determine what we
believe to be the intrinsic value of that company and are a critical tool in
developing a comprehensive and detailed evaluation of a company's business. This
appraisal technique systematically examines numerous factors, such as the
company's growth prospects, business and product line strength, management
capabilities,


                                       13


<PAGE>


financial resources and many others. The purpose of this appraisal technique is
to evaluate the investment potential and to assess the related risk of companies
under review. Our goal is to construct portfolios of great businesses, rather
than portfolios of stocks. As a result, we consider each client's portfolio to
be a quasi-holding company.

         The purpose of our thorough investment appraisal process is to
concentrate our clients' investments only in those businesses that appear to
offer the greatest long-term appreciation potential. The five-year forecasts,
and the appraisals for companies under review, are refined frequently as our
investment professionals update their research. This consistent coverage allows
our investment professionals to act decisively when changes in price and
circumstances occur.

         At any given time, few businesses meet our standards. Accordingly, our
worldwide investment universe has historically been limited to fewer than 50
investment candidates from each of the United States, Europe, Japan and
Asia-ex-Japan, which are selected based upon a consensus of our investment team.
This has allowed us to concentrate our clients' investments in a portfolio
typically of 20 companies that appear to offer the greatest long-term
appreciation potential. The businesses in which we invest normally increase
profits every year. These businesses normally achieve cumulative earnings growth
at a rate we expect will approximately double earning power behind a client's
portfolio every five years. We believe that this pattern of consistent, fairly
rapid, earnings growth has been the primary driver behind the improving value of
our clients' portfolios and the growth of our business over the years.

         Using thorough analysis and intensive research, we select investment
candidates based in part on the following criteria:

         o    a proven track record of consistent profit growth;

         o    strong financial condition;

         o    predictable earnings growth that we believe will continue for the
              next five years and beyond;

         o    accurate and reliable information that is readily available;

         o    successful, experienced management that is accessible to our
              investment team;

         o    strong product lines and competitive position, preferably with
              worldwide presence;

         o    lack of cyclicality; and

         o    large market capitalization and significant trading liquidity.

         The determination of whether a particular investment prospect is
eligible for inclusion in our investment universe is the result of a collective,
debate-driven process that actively involves all members of our investment team
and reflects their collective research and analytical judgment and experience.
While the entire investment team contributes to the research and appraisal
process, each member has the freedom and responsibility to make investment
decisions with respect to specific client accounts within the confines of the
defined universe.

         Business Strategy

         Our business strategy is to continue to provide premier equity
investment management services on a worldwide basis. We believe that our pursuit
of a more global clientele will lead to continued growth


                                       14


<PAGE>


in our assets under management and our revenues, and that both new and existing
clients will benefit from our increased focus on international research and
stock selection. We intend to adhere to the distinctive and disciplined
investment philosophy which we have pursued over our 26-year history. In
addition, we believe that a culture of ownership and compensation for
performance will be a key element for our continued growth and future success
and aligns the interests of our clients, employees and stockholders.

         Extend Investment Performance

         Central to our strategy is our objective to achieve above-average
investment returns over a long period of time for our clients while accepting
what we believe to be below-average risk. We intend to continue to adhere, in
expanding and contracting markets alike, without regard to "benchmarks", to a
philosophy that emphasizes investment over a relatively long-term horizon in
what we believe are high quality, steadily-growing businesses. We intend to
remain focused on investment performance while using our network of symbiotic
marketers as the primary means to gather assets.

         Increase Global Research Focus

         We want our clients to own equity in the finest growing businesses in
the world. We believe that having a global integrated research capability is a
critical element in providing the best investment product. We also believe that
the introduction of the euro in the European monetary union will lead to an
improvement in the quality and availability of financial information and a more
consistent basis for comparing European companies with competitors inside and
outside their home countries. As the universe of high quality companies expands
globally, we intend to maintain a research effort parallel with the growing
investment opportunities. This global research capability will also allow us to
meet particular client needs to the extent that they express any regional or
national preferences. The establishment of W.P. Stewart & Co. (Europe), Ltd. and
the increase in our ownership in Bowen Asia Limited, a British Virgin Islands
company operating in Hong Kong, have enabled us to expand our non-U.S. research
capability.

         Pursue Global Clientele

         We believe that our services and performance have been well-received by
clients throughout the world and that there exists significant opportunity to
expand our clientele internationally, especially in Europe. We believe that
non-U.S. investors are generally under-invested in equity securities and will
look to established professionals like the Stewart Group to invest their wealth.
The introduction of the euro will minimize currency risk within Europe and
should reduce the resulting tendency of Europe-based investors to consider
domicile an important factor in equity investing. As part of our strategy to
exploit this opportunity, our acquisition of NS Money Management Ltd. and our
establishment of W.P. Stewart & Co. (Europe), Ltd. have increased our access to
a broader Europe-based clientele and provided us with a Europe-based investment
management team, which we expect to expand over the next five years. Also, we
have established and expanded our relationships with our symbiotic marketers,
including TPR & Partners NV, TPR Curacao N.V., First Long Island Investors, LLC
and the Notz Stucki group of companies, who are shareholders of the Stewart
Group. We expect that TPR & Partners NV, TPR Curacao N.V., the Notz Stucki group
of companies and First Long Island Investors, LLC will continue to introduce new
clients to us.

         Investment Management Team

         Our highly experienced and motivated team of investment professionals
has been critical to our strong long-term investment performance. We have 18
senior investment professionals and 20 associate portfolio managers who directly
participate in the investment process. The following table identifies the senior
investment professionals and summarizes their experience in the industry as of
March 13, 2001:


                                       15


<PAGE>


<TABLE>
<CAPTION>
                                                                                          Years in     Years with
                       Name                                Location           Age         Industry      Company
                       ----                                --------           ---         --------     ----------
<S>                                                        <C>                <C>         <C>          <C>
John A. Allison ..................................         Bermuda             52            18             5

David Altman .....................................         New York            43            19             7

Marilyn G. Breslow ...............................         New York            56            17            10

Samantha Epstein-Smith ...........................         New York            31             9             2

Alexander Farman-Farmaian ........................         Bermuda             35            12            12

Alexandra V.C. Harries ...........................         London              32            12             1

Peter H. Jennison ................................         New York            40            16            11

Frans Jurgens ....................................         London              31            10             3

Robert Kahn ......................................         New York            68            41            26

Celina Lin .......................................         Hong Kong           42            12            15*

Miguel Nogales ...................................         London              27             5             1

Robert L. Rohn ...................................         New York            39            13             9

Harry W. Segalas .................................         New York            40            18            10

Lisa M. Stewart ..................................         Hong Kong           43            18             7*

William P. Stewart ...............................         Bermuda             63            46            26

Alexandre Stucki .................................         London              28             4             3

Naoko Takemura ...................................         Hong Kong           39            16             3*

James T. Tierney .................................         New York            34            13             1
</TABLE>

----------

*    Includes years with Bowen Asia Limited.

         Two of our former portfolio managers, who had each been with us
approximately 10 years, left the Stewart Group on amicable terms to pursue other
interests on November 30, 2000. As of December 31, 2000, these two managers
continued to own, directly and indirectly, an aggregate of approximately 3.9% of
our shares. The former portfolio managers are restricted, prior to December 1,
2001, by the terms of their employment agreements from engaging in business with
our clients or encouraging or soliciting any of our employees to resign or
become affiliated with a competitor in which the former portfolio manager has an
interest. We do not believe that these departures will result in a material
change in assets under management.

         Historical Performance Record

         January 1, 1975-December 31, 2000 Performance

         We have achieved a 23.2% compound annual return before fees, and a
21.9% compound annual return after fees for the period from January 1, 1975
through December 31, 2000. This compares to a 16% return of the S&P 500 Index
over the same period computed on a comparable basis. Our compound annualized
returns for the five and ten years ended December 31, 2000, before fees, were
21.4% and 19.4%, respectively, as compared to 18.3% and 17.5%, respectively, for
the S&P 500 during the same periods. Our compound annualized returns for the
five and ten years ended December 31, 2000, after fees, were 20.0% and 18.1%,
respectively. Our return for the year ended December 31, 2000, before fees, was


                                       16


<PAGE>


-1.3% as compared to a return of -9.1% for the S&P 500 during the same period.
Our return for the year ended December 31, 2000, after fees, was -2.5%. We
believe our superior investment results over long time periods are due largely
to our strict adherence to a consistent long-term investment philosophy.

         We believe that our concentration in less cyclical businesses reduces
risk relative to the S&P 500 Index. In the four down market years experienced
since our formation (1977, 1981, 1990 and 2000), the S&P 500 Index declined by
approximately 7.4%, 5.0%, 3.1% and 9.1%, respectively. In those years, accounts
managed by us appreciated by approximately 16.0%, 10.8% and 13.2% in 1977, 1981
and 1990, respectively, and depreciated by approximately 1.3% in 2000, in each
case before fees, as calculated in the manner described below.

         The chart below illustrates our annual return in client accounts from
January 1, 1975 through December 31, 2000.  See "Method of Performance
Calculation" below.

                          Managed Accounts vs. S&P 500

[Graph depicting the value of $100 invested on December 31, 1974 based on
returns of the S&P 500, us (pre-fee) and us (post-fee) for the years indicated.]

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
                          S&P 500               WPS PRE-FEE         WPS POST-FEE
-------------------------------------------------------------------------------
  <S>                      <C>                     <C>                 <C>
  '74                      100.00                  100.00               100.00
-------------------------------------------------------------------------------
  `74                      100.00                  100.00               100.00
-------------------------------------------------------------------------------
  '75                      137.00                  165.00               164.00
-------------------------------------------------------------------------------
  '76                      170.00                  217.00               213.00
-------------------------------------------------------------------------------
  '77                      157.00                  251.00               245.00
-------------------------------------------------------------------------------
  '78                      167.00                  284.00               273.00
-------------------------------------------------------------------------------
  '79                      197.00                  377.00               361.00
-------------------------------------------------------------------------------
  '80                      261.00                  504.00               477.00
-------------------------------------------------------------------------------
  '81                      248.00                  558.00               523.00
-------------------------------------------------------------------------------
  '82                      301.00                  764.00               710.00
-------------------------------------------------------------------------------
  '83                      369.00                  980.00               903.00
-------------------------------------------------------------------------------
  '84                      391.00                 1154.00              1052.00
-------------------------------------------------------------------------------
  '85                      515.00                 1720.00              1554.00
-------------------------------------------------------------------------------
  '86                      611.00                 2083.00              1863.00
-------------------------------------------------------------------------------
  '87                      642.00                 2266.00              2005.00
-------------------------------------------------------------------------------
  '88                      748.00                 2482.00              2170.00
-------------------------------------------------------------------------------
  '89                      986.00                 3377.00              2925.00
-------------------------------------------------------------------------------
  '90                      955.00                 3823.00              3266.00
-------------------------------------------------------------------------------
  '91                     1247.00                 5892.00              4988.00
-------------------------------------------------------------------------------
  '92                     1342.00                 6307.00              5274.00
-------------------------------------------------------------------------------
  '93                     1477.00                 6177.00              5108.00
-------------------------------------------------------------------------------
  '94                     1496.00                 6377.00              5212.00
-------------------------------------------------------------------------------
  '95                     2059.00                 8592.00              6950.00
-------------------------------------------------------------------------------
  '96                     2532.00                11682.00              9352.00
-------------------------------------------------------------------------------
  '97                     3377.00                15444.00             12242.00
-------------------------------------------------------------------------------
  '98                     4343.00                20486.00             16074.00
-------------------------------------------------------------------------------
  '99                     5256.00                22901.00             17762.00
-------------------------------------------------------------------------------
  '00                     4778.00                22613.00             17318.00
-------------------------------------------------------------------------------
</TABLE>


                                       17


<PAGE>


         Examination of Performance Record

         Our independent accountants, PricewaterhouseCoopers LLP, have performed
an examination of our performance record for the period January 1, 1989 through
December 31, 2000, including the three, five and ten year periods ended December
31, 2000.

         Method of Performance Calculation

         Account Inclusion. Our performance data, since 1989, reflects the
performance of all client equity accounts having at least $1 million in market
value as of January 1 of each year for which W.P. Stewart & Co., Ltd. (including
its U.S. predecessor company) and W.P. Stewart Asset Management Ltd., our
Bermuda-based investment adviser subsidiary, acted with complete discretionary
authority. With respect to periods prior to 1989, the data reflects performance
of a group of accounts believed by management to be representative of all fully
discretionary client equity accounts. If the criteria for account inclusion
since 1989 had been applied for periods prior to 1989, there is no assurance
that the results would be consistent, although we believe the results would not
be materially different. The accounts included for the period from January 1,
1975 through December 31, 2000 are referred to as the "composite" or the
"managed accounts."

         In the case of one portfolio manager who joined the Stewart Group as of
1981, the performance data includes the performance of portfolios managed by him
at a different firm during the period 1975 through 1980 using an investment
philosophy similar to that practiced by us at the time. The effect of this
inclusion is to increase the compound annual return since inception by
approximately one-tenth of one percentage point.

         The managed accounts exclude one portfolio manager's 1977 performance
data, in compliance with certain Advisers Act requirements. The performance
return excluding this data is substantially the same as the performance return
would have been if such data had been included.

         Performance Calculation. Beginning in 1989, performance figures for the
managed accounts have been calculated using a "time-weighted" rate of return
method, such that additions and withdrawals of capital are weighted based on the
amount of time such capital is held in the account during the period. The annual
performance of an account is derived by linking the periodic rates of return for
such account. Prior to 1989, performance figures were calculated using a linear
non-weighted method, such that beginning of year market values were adjusted to
reflect additions and withdrawals of capital during the year.

         For 1975 through 1988, the annual performance of the managed accounts
is the average of the average performance of the individual managers'
portfolios. Beginning in 1989, the annual performance is the average of all
accounts in the composite. For 1975 through 1992, accounts are given equal
weighting regardless of market value. Beginning in 1993, account performance has
been asset-weighted based on the beginning of year market value of all accounts
in the composite.

         The pre-fee performance of our accounts for all years shown on the
chart reflects the deduction of brokerage commissions but not the deduction of
advisory fees which would reduce the overall return. The post-fee performance of
our accounts for all years shown reflects the deduction of brokerage commissions
as well as advisory fees.

         Effect of Advisory Fees. After 1983, the post-fee performance of our
accounts reflects the deduction of the actual advisory fees charged each account
in the composite, adjusted for the effect of capital additions and withdrawals.
For the period 1975 through 1983, we have used the actual fee rates or the
highest fee rates then prevailing.


                                       18


<PAGE>


         From 1975 through 1988, advisory fees were deducted from performance at
the end of each year. If fees had been deducted from performance on a quarterly
basis when charged, the return since inception would have been decreased by
approximately one-tenth of one percentage point.

         S&P 500. The S&P 500 Index annual change shown in the chart relating to
our 1975 through December 31, 2000 performance includes the reinvestment of
dividend income, using a methodology similar to that used for our accounts. It
does not reflect the deduction of any transaction or custodial costs that would
be involved in investing in the S&P 500. The effect of these costs would be to
reduce the indicated return from 1975 through December 31, 2000 for the S&P 500
by an undetermined amount. The S&P 500 Index annual percentage change was
obtained from the Standard & Poor's Corporation, New York, New York.

         Assets Under Management

         The following table shows assets under management during the period
from January 1, 1998 through December 31, 2000. Changes between beginning and
ending assets under management include: capital appreciation, net contributions
and net new accounts opened/closed.

                             ASSETS UNDER MANAGEMENT

<TABLE>
<CAPTION>
                                                          Year Ended
                                                         December 31,
                                                  -----------------------------
                                                  2000        1999        1998
                                                  ----        ----        ----
                                                         (in millions)
<S>                                              <C>         <C>         <C>

Beginning Assets Under Management ..........     $12,255     $11,157     $ 8,562
                                                 =======     =======     =======
Ending Assets Under Management .............     $10,324     $12,255     $11,157
                                                 =======     =======     =======
</TABLE>

         The table below illustrates net flows of assets under management which
include: changes in net contributions and net new accounts opened/closed. The
table excludes total capital appreciation in assets under management with the
exception of the amount attributable to withdrawals and accounts closed.


                      NET FLOWS OF ASSETS UNDER MANAGEMENT

<TABLE>
<CAPTION>
                                                          Year Ended
                                                         December 31,
                                                -------------------------------
                                                  2000       1999         1998
                                                -------     -------     -------
                                                       (in millions)
<S>                                             <C>         <C>         <C>
Existing Accounts Contributions ............    $   750     $   814     $ 1,007

Withdrawals ................................     (1,344)     (1,345)     (1,426)
                                                -------     -------     -------
     Net Flows to Existing Accounts ........       (594)       (531)       (419)

Accounts Opened ............................        277         859         552

Accounts Closed ............................       (999)       (259)        (57)
                                                -------     -------     -------
Net Flows of Assets Under Management .......    $(1,316)    $    69     $    76
                                                =======     =======     =======
</TABLE>


                                       19


<PAGE>

         The following table shows our record since 1998 for retaining client
accounts.

                                ACCOUNT RETENTION

<TABLE>
<CAPTION>
                                                             Year Ended
                                                            December 31,
                                                     --------------------------
                                                     2000       1999       1998
                                                     ----       ----       ----
<S>                                                 <C>        <C>        <C>
Number of Accounts at Beginning of Period .....     2,383      1,980      1,598

Number of Accounts Closed During Period .......       221         98         43

Retention Rate ................................      90.7%      95.1%      97.3%
</TABLE>

      Client Base

         Our client base is diverse. Approximately 60% of our assets under
management, and 83.3% of our accounts, as of December 31, 2000, were associated
with high net-worth individuals and their affiliates. As of December 31, 2000,
approximately 22.2% of our assets under management were contributed by non-U.S.
clients. The following tables set forth information regarding our client base
and how our assets under management have grown over time.

         The following tables show, as of December 31, 2000, 1999 and 1998, the
amount of assets under management in direct relationship client accounts and in
consultant related client accounts, and the number of accounts by relationship
type.

                             ASSETS UNDER MANAGEMENT
                              BY RELATIONSHIP TYPE

<TABLE>
<CAPTION>
                                                      As of December 31,
                                             ----------------------------------
                                             2000           1999           1998
                                             ----           ----           ----
<S>                                        <C>            <C>            <C>
                                                       (in millions)

Direct Relationship ...............        $ 9,320        $11,061        $10,135

Consultant Related ................          1,004          1,194          1,022
                                           -------        -------        -------
  Total ...........................        $10,324        $12,255        $11,157
                                           =======        =======        =======
</TABLE>

         The value of direct relationship accounts referred by our symbiotic
marketers as of December 31, 2000, 1999 and 1998 represented 34.1%, 36.7% and
32.7%, respectively, of our direct relationship accounts as of such dates.


                                       20


<PAGE>


                               NUMBER OF ACCOUNTS
                              BY RELATIONSHIP TYPE

<TABLE>
<CAPTION>
                                                     As of December 31,
                                              ---------------------------------
                                              2000          1999           1998
                                              ----          ----           ----
<S>                                           <C>           <C>           <C>

Direct Relationship ..................        2,136         2,221         1,865

Consultant Related ...................          210           162           115
                                              -----         -----         -----
  Total .............................         2,346         2,383         1,980
                                              =====         =====         =====
</TABLE>

         The following table shows our assets under management by client type.

                             ASSETS UNDER MANAGEMENT
                                 BY CLIENT TYPE


<TABLE>
<CAPTION>
                                                         Assets Under Management as of             Number of Accounts as of
                                                                December 31, 2000                      December 31, 2000
                                                        -------------------------------           ----------------------------
                                                        U.S.       Non-U.S.       Total           U.S.     Non-U.S.      Total
                                                        ----       --------       -----           ----     --------      -----
                                                                  (in millions)
<S>                                                   <C>           <C>           <C>            <C>          <C>        <C>
High Net-Worth Individual
   Relationships/Pooled Funds* ...............        $4,357        $1,832        $ 6,189        1,766        188        1,954

Foundations & Other
   Relationship Directed
   Institutional .............................         3,310           177          3,487          289          6          295

Other Institutional ..........................           370           278            648           51         46           97
                                                      ------        ------        -------        -----        ---        -----
   Total .....................................        $8,037        $2,287        $10,324        2,106        240        2,346
                                                      ======        ======        =======        =====        ===        =====
</TABLE>

----------
*   Pooled funds have been included in High Net-Worth/Individual Relationships
    because the underlying clients of the pooled fund vehicles are high net
    worth individuals.



         The following table shows the amount of assets under management
contributed by U.S. and non-U.S. clients.

                             ASSETS UNDER MANAGEMENT
                              U.S./NON-U.S. CLIENTS


<TABLE>
<CAPTION>
                                                     As of December 31,
                                             ----------------------------------
                                             2000           1999           1998
                                             ----           ----           ----
                                                       (in millions)
<S>                                        <C>            <C>            <C>
U.S. Clients ......................        $ 8,037        $ 9,591        $ 8,721

Non-U.S. Clients ..................          2,287          2,664          2,436
                                           -------        -------        -------
  Total ...........................        $10,324        $12,255        $11,157
                                           =======        =======        =======
</TABLE>


         Investment Advisory Revenues

         Advisory fee revenues are generated from investment advisory contracts
between the Stewart Group and clients for whom we manage discretionary accounts.
These agreements are terminable at will


                                       21


<PAGE>


by either party on short notice. Under our current standard fee arrangement, we
receive a management fee equal to 1.5% per annum of the value of the client's
account up to $25 million, plus 1.25% of any account balance in excess of $25
million. Our standard fee arrangement is non-negotiable. We do not typically
offer fixed income investment management services. Clients' funds held on a
long-term basis in fixed income investments ($35 million at December 31, 2000)
are subject to a 0.50% annual fee. Fees under our investment advisory contracts
are billed and payable quarterly, in advance. The following table shows the
average annualized gross management fee, including performance fees that applied
to two accounts, as a percentage of assets under management received by us from
various segments of our client base during the year ended December 31, 2000:

<TABLE>
<CAPTION>
                                                      Average Gross Management
                                                     Fee as a Percent of Assets
                                                          Under Management
                                                          ----------------
                                                             Year Ended
Client Type                                               December 31, 2000
-----------                                               -----------------
<S>                                                       <C>
Institutional.........................................          1.13%

Non-Institutional.....................................          1.37%

U.S. Clients..........................................          1.26%

Non-U.S. Clients......................................          1.32%

Overall Weighted Average..............................          1.27%
</TABLE>

         The average percentage gross management fee, excluding performance
fees, was 1.27% for the year ended December 31, 2000. The average fee was less
than our standard fee of 1.5% because a number of advisory contracts were
entered into prior to 1989, when we adopted our current fee arrangement, and
because account balances in excess of $25 million are subject to a lower fee.

         Currently, each of our investment advisory contracts names either W.P.
Stewart & Co., Ltd. or W.P. Stewart Asset Management Ltd., our Bermuda-based
investment adviser subsidiary, as the investment adviser. These entities have
engaged and may engage in the future W.P. Stewart & Co., Inc., W.P. Stewart &
Co. (Europe), Ltd. or Bowen Asia Limited to act as sub-adviser for certain
accounts or mandates. Under written sub-advisory agreements, the sub-adviser is
entitled to receive from the named investment advisory entity a fee which is
comparable to fees charged by other unrelated advisers for similar mandates.
W.P. Stewart & Co., Inc. is the investment adviser with respect to W.P. Stewart
& Co. Growth Fund, Inc., a U.S. registered mutual fund sponsored by the Stewart
Group.


                                       22


<PAGE>

         Geographic Area Data

         The Company's primary business is the provision of investment advisory
services to clients located throughout the world. The amounts of fee revenue
received from clients in the U.S. and elsewhere for the years ended December 31,
2000, 1999 and 1998 were as follows:

<TABLE>
<CAPTION>
                                                 Fee Revenue
                                                 -----------
                                       2000           1999             1998
                                       ----           ----             ----
   <S>                            <C>             <C>             <C>
   U.S .......................    $113,865,779    $115,187,546    $ 94,620,595
   Non-U.S ...................      35,484,673      38,119,130      26,422,445
                                  ------------    ------------    ------------
   Total .....................    $149,350,452    $153,306,676    $121,043,040
                                  ============    ============    ============
</TABLE>

         Asset Accumulation

         We have established relationships with a small number of symbiotic
marketers that refer portfolio management clients to us in return for a share of
the fees paid by such clients. Currently, two of our most significant symbiotic
marketers are First Long Island Investors, Inc. and TPR & Partners NV together
with its affiliate, TPR Curacao N.V. The TPR companies began referring
investment advisory clients to us in 1993. As of December 31, 2000, client
accounts referred to us by TPR & Partners NV and TPR Curacao N.V. had an
aggregate market value of $1,014 million (representing 9.8% of our total assets
under management). First Long Island Investors, LLC and its affiliates,
including First Long Island Investors, Inc., which we acquired in 1999 (now
known as W.P. Stewart Asset Management (NA), Inc.), began referring investment
advisory clients to us in 1983. As of December 31, 2000, client accounts
referred to us by W.P. Stewart Asset Management (NA), Inc. had an aggregate
market value of $551 million (representing 5.3% of our total assets under
management).

         Collective Investment Funds

         Mutual fund and pooled accounts are not a primary focus of the Stewart
Group or its future business strategy. Our U.S. mutual fund is used primarily to
efficiently invest smaller accounts. As of December 31, 2000, we also served as
investment adviser to 38 collective investment funds organized to meet the
fiscal and regulatory requirements of certain non-U.S. clients and to one U.S.
collective investment trust for non-U.S. clients, as well as one U.S. common
trust fund. The following table sets forth information regarding collective
investment funds with assets under management in excess of $50 million as of
December 31, 2000:

<TABLE>
<CAPTION>
                                                             Jurisdiction                Assets Under
Fund Name                                                    of Formation                 Management
---------                                                    ------------                 ----------
                                                                                          (in millions)
<S>                                                        <C>                            <C>
W.P. Stewart Holdings, N.V..........................       Netherlands Antilles               $474

HH Managed Account 3 Ltd............................       British Virgin Islands              174

Long Term Value Trust...............................       Austria                             116

Com Selection.......................................       Luxembourg                           98

DGC Global Fund.....................................       Luxembourg                           91

Nostar Investments Inc..............................       Panama                               91

W.P. Stewart & Co. Growth Fund, Inc. ...............       United States                        70
</TABLE>


                                       23


<PAGE>


         Clearing Custodian and Brokerage Arrangements

         We do not hold any funds or securities of our clients. Clients' funds
and securities are held by custodians appointed either by the client or, if no
custodian is named by the client, by the Stewart Group. We currently utilize, on
a fully disclosed basis, the services of Neuberger Berman, LLC as clearing agent
and as custodian on accounts where the client makes no custodial designation. We
believe that our current relationship with Neuberger Berman, LLC is satisfactory
but believe that a comparable agreement with a different clearing agent and/or
custodian could be reached if necessary.

         Our investment advisory contracts authorize us to select the broker
through which any transaction may be executed and specifically authorize the use
of our affiliated broker-dealer, W.P. Stewart Securities Limited.

         Competition

         We believe that currently only a limited number of companies with a
similar investment philosophy and practice compete directly with us in our core
business of providing wealth management services to the upper tier of the wealth
management market. However, the investment management business in general is
intensely competitive. In providing investment management services, we compete
with a large number of asset management firms as well as broker-dealers, trust
companies, commercial banks and other specialized wealth management providers.
Our future growth and profitability will be affected by our ability to retain
and increase our market share, which could be adversely affected over the longer
term as competitors seek to develop high net-worth relationships. Many of our
current and potential competitors are significantly larger in terms of capital,
assets, geographic presence, distribution network and other important business
criteria, provide a wider range of services and may have access to greater
financial resources than the Stewart Group.

         Regulation

         Our business and the investment management industry in general are
subject to extensive regulation in Bermuda, the United States at both the
federal and state levels, the United Kingdom and the Republic of Ireland, as
well as by various self-regulatory organizations, or SROs as they are commonly
known, in these and other jurisdictions. A number of regulatory agencies of
various jurisdictions are charged with safeguarding the integrity of the
securities and other financial markets and with protecting the interests of
customers participating in markets in those jurisdictions.

         In Bermuda, our investment business is subject to the jurisdiction of
the Bermuda Monetary Authority. Effective January 1, 2000, the Investment
Business Act 1998 requires licensing of all persons carrying on investment
business in or from within Bermuda, unless there is an exemption available under
the Act. Our investment businesses are exempt from the licensing requirements of
the Act due to the nature of our clientele and our regulation by the SEC.

         In the United States, the SEC is the federal agency that is primarily
responsible for the regulation of investment advisers and broker-dealers, and
the Board of Governors of the Federal Reserve System promulgates regulations
applicable to securities credit transactions involving broker-dealers and
certain other U.S. persons. Investment advisers and broker-dealers are subject
to registration and regulation by state securities regulators in those states in
which they conduct business. Industry SROs, including the NASD and national
securities exchanges, have authority over the firms that are their members.

         In the United Kingdom, the main regulatory body is the Financial
Services Authority. At present, regulation of fund management businesses is
carried out principally by SROs, including IMRO by which W.P. Stewart & Co.
(Europe), Ltd. is regulated. Under current legislation, it is expected that
during 2001, IMRO's regulatory function will be subsumed into the Financial
Services Authority, which will become


                                       24
<PAGE>


the sole UK regulatory body for the investment management business. In the
Republic of Ireland the Central Bank of Ireland is responsible for the
regulation of fund management activities and is the regulatory body that
supervises W.P. Stewart Fund Management Limited and the Dublin domiciled
investment funds which it manages.

         W.P. Stewart & Co., Ltd. and W.P. Stewart & Co., Inc. are registered as
investment advisers with the SEC. As investment advisers, each is subject to the
requirements of the Advisers Act and the SEC's regulations thereunder. They, and
their employees engaged in advisory services, are also subject to certain state
securities laws and regulations, and to laws regarding fiduciaries. Federal and
state regulations impose, among other things, limitations on the ability of
investment advisers to charge performance-based or non-refundable fees to
clients, record-keeping and reporting requirements, disclosure requirements,
limitations on principal transactions between an adviser or its affiliates and
advisory clients, requirements as to fees paid to solicitors (paid client
referral sources), restrictions on commission and fee arrangements with
broker-dealers, and advertising restrictions, as well as general anti-fraud
prohibitions. The state securities law requirements applicable to employees of
investment advisers include certain qualification requirements as to advisory
employees. In addition, W.P. Stewart & Co., Inc., as investment adviser to a
mutual fund registered under the Investment Company Act, is subject to
requirements under the Investment Company Act and the SEC's regulations
thereunder. Such requirements include, among other things, record-keeping and
reporting requirements and procedures for handling funds.

         Under the Advisers Act, every investment advisory agreement with
clients must expressly provide that it may not be assigned by the investment
adviser without the consent of the client. Under the Investment Company Act,
every investment adviser's agreement with a registered investment company must
provide for the agreement's automatic termination in the event of its
assignment. Under both acts, an investment advisory agreement is deemed to have
been assigned when there is a direct or indirect transfer of the agreement,
including a direct assignment or a transfer of a "controlling block" of the
firm's voting securities or, under certain circumstances, upon the transfer of a
"controlling block" of the voting securities of its parent corporation. A
transaction is not an assignment under the Advisers Act or the Investment
Company Act, however, if it does not result in a change of actual control or
management of the investment adviser. Any assignment of our investment advisory
agreements would require, as to any registered investment company client, the
prior approval by a majority of its shareholders, and as to our other clients,
the prior consent of such clients to such assignments. Sales by WPS II, Inc. or
other shareholders or our issuances of common shares, among other things, could
result in a deemed assignment of our investment advisory agreements under such
statutes. See Item 3 D under the captions "Key Information -- Risk Factors -- We
Are Subject to the Control of Many Regulatory Bodies" and "Key Information --
Risk Factors -- A Change of Control of the Stewart Group Would Give Our Clients
the Right to Terminate Their Investment Advisory Agreements With Us."

         The officers, directors and employees of our investment management
business may from time to time own securities which are also owned by one or
more of their clients. We have internal policies with respect to, among other
things, individual investments, required reporting of securities transactions
and restrictions on certain transactions so as to reduce the possibility of
conflicts of interest.

         W.P. Stewart Securities Limited, our Bermuda-based broker-dealer, is
registered as a broker-dealer with the SEC and in 48 states of the United States
and is a member of, and subject to regulation by, the NASD. As a result of
federal and state broker-dealer registration and SRO memberships, W.P. Stewart
Securities Limited is subject to overlapping schemes of regulation which cover
many aspects of its securities business. Such regulations cover matters
including the use and safekeeping of clients' funds and securities,
record-keeping and reporting requirements, supervisory and organizational
procedures intended to assure compliance with securities laws and prevent
improper trading on material nonpublic information. As a broker-dealer
registered with the SEC and certain states and a member firm of the NASD, W.P.
Stewart Securities Limited is also subject to the capital requirements of the
SEC, the states


                                       25


<PAGE>


and the NASD. These capital requirements specify minimum levels of capital,
computed in accordance with regulatory requirements ("net capital"), that W.P.
Stewart Securities Limited is required to maintain and also limit the amount of
leverage that W.P. Stewart Securities Limited is able to obtain in its business.
A failure of W.P. Stewart Securities Limited to maintain its minimum required
capital would require it to cease executing client transactions until it
returned to capital compliance, and could cause it to lose its membership on an
exchange or in an SRO, lose its registration with the SEC or a state, or require
its liquidation. At December 31, 2000, W.P. Stewart Securities Limited was
required to maintain minimum net capital, in accordance with SEC rules, of
approximately $100,000 and had total net capital of approximately $7.2 million,
or approximately $7.1 million in excess of the amount required.

         W.P. Stewart & Co. (Europe), Ltd. is a member of, and subject to
regulation by, IMRO in the United Kingdom. Its permitted activities are limited
to providing investment management and investment advice, together with the
marketing of unregulated collective investment schemes. IMRO regulations cover
matters such as the use and safekeeping of clients' funds and securities,
record-keeping and reporting requirements, employee-related matters, including
qualification and approval of supervisory, investment management and sales
personnel, disclosure requirements, advertising restrictions and minimum levels
of capital. W.P. Stewart & Co. (Europe), Ltd. currently satisfies its minimum
capital requirements.

         W.P. Stewart Fund Management Limited is subject to the supervisory
control of the Central Bank of Ireland. The permitted activities of W.P. Stewart
Fund Management Limited include the provision of services consisting of the
establishment and management of specified collective investment undertakings,
the provision of management and administration services and of investment and
financial advice. W.P. Stewart Fund Management Limited also is subject to
minimum capital requirements, ongoing reporting and disclosure requirements and
such other prudential and supervisory requirements as the Central Bank of
Ireland may issue from time to time. W.P. Stewart Fund Management Limited
currently satisfies its minimum capital requirements.

         Compliance with many of the regulations applicable to us involves a
number of risks, particularly because applicable regulations in a number of
areas may be subject to varying interpretation. Regulators make periodic
examinations and review annual, monthly and other reports on our operations,
track record and financial condition. In the event of a violation of or
non-compliance with any applicable law or regulation, governmental regulators
and SROs may institute administrative or judicial proceedings that may result in
censure, fine, compensation orders, civil penalties (including treble damages in
the case of insider trading violations), criminal penalties, the issuance of
cease-and-desist orders, the deregistration or suspension of the non-compliant
firm, the suspension or disqualification of the firm's officers or employees and
other adverse consequences. We have not experienced any such penalties to date.
Such violations or non-compliance also could subject us and/or our employees to
civil actions by private persons. Any governmental, SRO or private proceeding
alleging violation of or non-compliance with laws or regulations could have a
material adverse effect upon our business, financial condition, results of
operations and business prospects.

         The regulatory environment in which we operate is subject to change. We
may be adversely affected as a result of new or revised legislation or
regulations imposed by the SEC, other U.S., state or non-U.S. governmental
regulatory authorities or SROs. We also may be adversely affected by changes in
the interpretation or enforcement of existing laws and rules by these
governmental authorities and SROs. Our businesses may be materially affected not
only by securities regulations but also by regulations of general application.
For example, the volume of our principal investment advisory business in a given
time period could be affected by, among other things, existing and proposed tax
legislation and other governmental regulations and policies (including the
interest rate policies of the Federal Reserve Board) and changes in the
interpretation or enforcement of existing laws and rules that affect the
business and financial communities.


                                       26


<PAGE>


C.       Organization Structure

         The organizational chart set forth below shows our operating structure,
our operating subsidiaries, the jurisdiction of incorporation of our
subsidiaries and the percentage of shares that we hold in those subsidiaries. We
believe this operating structure positions us effectively to service our global
clientele and pursue our global strategy.

                        W.P. Stewart Organization Chart(1)


     [Chart depicting the structure of the Company and its subsidiaries
including: W.P. Stewart & Co. (Europe), Ltd.; the Company's London-based
research affiliate; NS Money Management Ltd., the Company's Bermuda-based asset
manager; W.P. Stewart & Co., Inc., the Company's New York-based research
affiliate; W.P. Stewart Securities Limited, the Company's Bermuda-based
broker-dealer; W.P. Stewart Asset Management (NA), Inc., the Company's New
York-based asset gatherer; TPRS Services N.V., the Company's Curacao-based asset
gatherer; Bowen Asia Limited(2), the Company's Hong Kong-based research
affiliate (40%); and W.P. Stewart Asset Management Ltd., the Company's
Bermuda-based investment adviser and its subsidiary W.P. Stewart Fund Management
Limited, the Company's Dublin-based fund Management Company.]



1.  All entities are wholly-owned except where otherwise indicated.  This
    chart does not reflect the proposed acquisition of 100% of TPR &
    Partners NV by our recently formed subsidiary, W.P. Stewart Asset
    Management (Europe), Ltd., which currently has no operations. The closing
    of this transaction is expected to occur during the second quarter of 2001.

2.  W.P. Stewart & Co., Ltd. has entered into an agreement pursuant to which
    it has an option to increase ownership to 50% or more in 2004.


                                       27


<PAGE>


D.       Property, Plant and Equipment

         Our headquarters and certain of our executive offices are located at
Trinity Hall, 43 Cedar Avenue, Hamilton, Bermuda in a building owned by a joint
venture between the Stewart Group and The Bank of Bermuda Limited and leased to
us by the joint venture on arms-length commercial terms. We also lease offices
in New York, New York; Portland, Maine; London, England and Hong Kong, China. We
believe our facilities have been well maintained, are in good operating
condition, are adequate for our current operational requirements and could be
replaced, if necessary, on acceptable terms.

Item 5.  Operating and Financial Review and Prospects

         Overview

         W.P. Stewart & Co., Ltd., together with its subsidiaries, is a
research-focused investment counselor that manages assets for high net-worth
individuals and institutions located throughout the world. Our principal source
of revenues is investment advisory fees and, accordingly, fluctuations in
financial markets and client contributions and withdrawals have a direct effect
on revenues and net income. Significant components of our expenses are variable
in nature and partially offset fluctuations in revenue.

         Advisory fees are computed quarterly based on account market values and
fee rates pursuant to investment advisory contracts with clients. Clients are
billed quarterly, in advance.

         Commission revenues earned on our brokerage activities, substantially
all of which relate to client accounts, vary directly with account trading
activity and new account generation. Transaction costs are reviewed quarterly
and are competitive.

         Interest and other revenues primarily includes interest earned on notes
receivable for employee purchases of common shares, interest earned on our cash
management activities and equity income relating to our investments in
unconsolidated affiliates.

         We provide competitive rewards to our employees through our
compensation and benefits policy, together with our employee equity ownership
practices. Employee compensation and benefits are our largest operating expense,
the most significant component of which is compensation paid to our research
analyst/portfolio managers. Compensation for all employees varies with operating
profit. At the beginning of each year, each employee is allocated a
participation in our compensation pool. Compensation paid depends upon our
actual operating profit (as adjusted for amortization of intangibles and
retirement benefits). We review from time to time the percentage of operating
profit made available for the compensation pool and review annually the
allocation of the compensation pool among all employees.

         Marketing fees are fees paid to select banks, investment firms and
individuals in at least 10 countries with whom we have formal marketing
arrangements that make up our network of symbiotic marketers. We consider the
banks, investment firms and individuals who gather assets for us to be symbiotic
marketers of our services because of the mutual benefits that flow from the
relationship -- they are able to offer premier equity investment management
services to their clients and we are able to extend the reach of our
asset-gathering efforts. These marketing fees are based on the market value of
referred accounts and vary based on new account generation and fluctuations in
the market value of referred accounts.

         Commissions, clearance and trading expenses include fees paid at the
direction of clients to consultants based on commissions relating to referred
accounts, and clearance and trading fees incurred related to brokerage
activities. These transaction-related costs vary directly with trading activity.


                                       28


<PAGE>


         Research and administration expenses include research, travel and
entertainment, communications, occupancy and equipment.

         Other operating expenses include professional fees consisting of
accounting, auditing, tax, legal and consulting fees and charitable
contributions. A significant component of professional fees for the year ended
December 31, 2000 was nonrecurring and was related to our global expansion, and
for the year ended December 31, 1999 was nonrecurring and was related to our
global consolidation and preparation for our initial public offering in
December, 2000.

         The income tax status of the companies of the W.P. Stewart group of
companies has changed significantly since 1997. Prior to July 1, 1997, our
brokerage activities were conducted through our U.S. predecessor company which
then operated as an S Corporation under the provisions of the Internal Revenue
Code of 1986, as amended, or Internal Revenue Code as it is commonly known, and,
accordingly, the operating results were subject to U.S. federal income tax at
the shareholder level and not at the corporate level. Since July 1, 1997, the
brokerage activities have been performed in Bermuda by a subsidiary incorporated
as an exempt company under the laws of Bermuda and are not subject to U.S.
taxes.

         Prior to our merger with our U.S. predecessor company as of July 1,
1998, our investment advisory and research activities were performed primarily
through our U.S. predecessor company which operated as an S Corporation under
the provisions of the Internal Revenue Code and, accordingly, the operating
results were subject to U.S. federal income tax at the shareholder level and not
at the corporate level. Since our merger with our U.S. predecessor company, the
investment advisory activities have been performed by W.P. Stewart & Co., Ltd.
and certain subsidiaries incorporated as exempt companies under the laws of
Bermuda. A significant component of the operating profits of these subsidiaries,
which are derived from activities outside of the United States, is not expected
to be subject to U.S. federal income tax.

         Also since our merger with our U.S. predecessor company, research and
sub-advisory activities have been conducted by W.P. Stewart & Co., Inc., which
operates as a C Corporation and whose operating results are subject to U.S.
federal, state and local tax at the corporate level.

         All of our employees are given the opportunity to become shareholders
during their first year of employment with us. As a result, virtually all of our
employees are shareholders of W.P. Stewart & Co., Ltd. and all participate in
the results of our operations.

         A. Operating Results

         Year Ended December 31, 2000 as Compared to Year Ended December 31,
         1999

         Assets Under Management

         Assets under management decreased $2.0 billion or 16.3% to $10.3
billion at December 31, 2000 from $12.3 billion at December 31, 1999. The
decrease in assets under management included depreciation of $700 million, net
outflows from existing accounts of $1.3 billion and closed accounts of $1.0
billion, which were partially offset by new accounts of $250 million and
contributions to existing accounts of $750 million.

         Revenues

         Revenues for the year ended December 31, 2000 increased $10.0 million
or 5.2% to $203.3 million from $193.3 million earned during the year ended
December 31, 1999. The changes were due to a $4.0 million or 2.6% decrease in
fee revenue, a $12.8 million or 35.9% increase in commission revenue


                                       29


<PAGE>


and an increase of $1.2 million in interest and other revenues. Interest and
other revenues increased due to an increase of approximately $1.0 million from
our proportionate earnings of two of our unconsolidated affiliates, and more
efficient utilization of cash on hand. The average fee earned from client
accounts, including performance fees that applied to two accounts, decreased to
1.27% at December 31, 2000 from 1.31% at December 31, 1999 due to a slight
change in client account mix to larger accounts with lower fees. The increase in
commission revenue was primarily due to a reallocation of and a rebalancing in
accounts during the year.

         Expenses

         Expenses, excluding income taxes, for the year ended December 31, 2000
increased $2.9 million or 3.3% to $93.1 million from $90.2 million incurred
during the year ended December 31, 1999. The changes were primarily due to a
decrease in variable expenses, including a decrease of $3.3 million in fees paid
to marketers, which are directly related to assets under management of referred
accounts, and an increase of $1.4 million in commissions, clearance and trading
costs, which vary with account activity. Other operating expenses decreased $0.7
million, primarily due to a $2.5 million reimbursement received from the selling
shareholders in connection with our initial public offering. Employee
compensation and benefits increased $1.2 million due to an increase in adjusted
operating profit. Research and administration increased $0.7 million, reflecting
a substantial reduction in administrative costs related to our global expansion.

         Depreciation and amortization increased $3.6 million. Included in
depreciation and amortization is amortization of $1.4 million of assets acquired
(customer list and goodwill) related to our global expansion activities.
Depreciation expense associated with our aircraft was $5.5 million.

         Income tax expense increased $2.6 million to $11.0 million in 2000 from
$8.4 million in 1999 due to our effective tax rate increasing to 10.0% in 2000
from 8.2% in 1999.

         Net Income

         Net income for the year ended December 31, 2000 increased $4.3 million
or 4.6% to $99.1 million from $94.8 million earned during the year ended
December 31, 1999 as a result of the items described above.

         Year Ended December 31, 1999 as Compared to Year Ended December 31,
         1998

         Assets Under Management

         Assets under management increased $1.1 billion or 9.8% to $12.3 billion
at December 31, 1999 from $11.2 billion at December 31, 1998. The increase in
assets under management included appreciation of $1.0 billion and net new assets
of $0.1 billion. Gross new assets generated included new accounts of $859
million and contributions to existing accounts of $814 million which were
partially offset by closed accounts of $259 million and withdrawals of $1.3
billion.

         Revenues

         Revenues for the year ended December 31, 1999 increased $41.0 million
or 26.9% to $193.3 million from $152.3 million earned during the year ended
December 31, 1998. The increase was due to a $32.3 million or 26.7% increase in
fee revenue, a $7.9 million or 28.8% increase in commission revenue and an
increase of $0.8 million in interest and other revenues. The increase in fee
revenue was primarily due to a 22% increase in average assets under management,
an increase in the average fee rate from client accounts, including performance
fees that applied to two accounts, from 1.24% to 1.31%, and the fee


                                       30



<PAGE>


revenue earned by an entity acquired during 1999. Commission revenue increased
primarily due to activity in new accounts.

         Expenses

         Expenses, excluding income taxes, for the year ended December 31, 1999
increased $19.1 million or 26.9% to $90.2 million from $71.1 million incurred
during the year ended December 31, 1998. The increase was primarily due to an
increase in variable expenses, including increases of $2.4 million in fees paid
to marketers, which are directly related to assets under management of referred
accounts, and an increase of $0.2 million in commissions, clearance and trading
costs, which vary with account activity. Employee compensation and benefits
increased $7.7 million due to an increase in adjusted operating profit. Research
and administration and other operating expenses increased $2.6 million and $2.8
million, respectively, due to our global consolidation activities.

         Depreciation and amortization increased $3.4 million. Included in
depreciation and amortization is amortization of $0.3 million of assets acquired
(customer list and goodwill) related to our global expansion activities.
Depreciation expense associated with the aircraft was $3.2 million.

         Income tax expense decreased $0.3 million to $8.4 million in 1999 from
$8.7 million in 1998 due to our effective tax rate decreasing to 8.2% in 1999
from 10.7% in 1998.

         Net Income

         Net income for the year ended December 31, 1999 increased $22.2 million
or 30.6% to $94.8 million from $72.6 million earned during the year ended
December 31, 1998 as a result of the items described above.

         Inflation

         Our assets are largely liquid in nature and therefore not significantly
affected by inflation. However, the rate of inflation may affect our expenses,
such as information technology and occupancy costs which may not be readily
recoverable in the pricing of the services that we provide. To the extent
inflation results in rising interest rates and has other negative effects upon
the securities markets, it may adversely affect our financial position and
results of operations.

         B. Liquidity and Capital Resources

         Our financial condition is highly liquid with principal assets
including cash, short-term investments and receivables from clients. Short-term
investments are primarily money market instruments. Liabilities include
operating payables and accrued compensation. Our investment advisory activities
do not require us to maintain significant capital balances. However, the
activities of W.P. Stewart Securities Limited, our Bermuda-based broker-dealer,
and the sub-advisory activities of W.P. Stewart & Co. (Europe), Ltd., our
London-based research affiliate, require us to maintain certain minimum levels
of capital.

         We continually monitor and evaluate the adequacy of the capital
maintained for our brokerage and sub-advisory activities. W.P. Stewart
Securities Limited and W.P. Stewart & Co. (Europe), Ltd. have consistently
maintained net capital in excess of the regulatory requirements prescribed by
the SEC and IMRO, respectively, as well as by other regulatory authorities.
Historically, we have met our liquidity requirements with cash generated from
our operations.


                                       31


<PAGE>


         In 1998, we became a 40% joint venture owner of a building in Hamilton,
Bermuda which is our headquarters building. Capital expenditures associated with
the building approximated $2.5 million during 1998 and 1999.

         In addition, in 1998 a newly-formed limited liability company wholly
owned by us acquired, by assignment, the rights and obligations of Shamrock
Aviation, Inc., a company controlled by certain shareholders of W.P. Stewart &
Co., Ltd., under a purchase agreement to buy a Challenger aircraft for $22.5
million. The aircraft was placed in service on April 8, 1999. General Electric
Capital Corporation is financing the aircraft with 10-year, amortizing loans
with fixed rates that range from 6.87% to 7.35%. During 1999, we paid $22.5
million under the purchase agreement, of which General Electric Capital
Corporation provided $19.6 million under the loans. A company under common
control with Shamrock Aviation, Inc., controlled by certain shareholders of W.P.
Stewart & Co., Ltd., operates the Challenger aircraft for us. We are charged
actual cost of operations for such operating services. We believe that ownership
of this aircraft enables us to efficiently manage the heavy travel schedules of
our investment and research professionals, at rates more favorable to us than
would be charged by an unaffiliated charterer.

         We believe that our cash flow from operations is sufficient to meet our
debt and other obligations as they come due as well as our anticipated capital
requirements.

         C. Research and Development, Patents and Licenses, etc.

         Not Applicable.

         D. Trend Information

         As previously disclosed, net flows of assets under management during
2000 reflect a declining rate of account closures and withdrawals. A large part
of net new account flows (new accounts minus closed accounts) occurred in the
early part of 2000 as some newer clients were disappointed in our effort to
manage risk through under-weighting technology issues. While investment
performance in most of our client accounts was significantly better than the S&P
500 for 2000, prevailing market conditions contributed to a decline in assets
under management during the final three months of 2000, with most of that
decline occurring during the last few weeks of December 2000.

Item 6.  Directors, Senior Management and Employees

         A. Directors and Senior Management

         Members of the board of directors of W.P. Stewart & Co., Ltd. are
elected by the shareholders of W.P. Stewart & Co., Ltd. All directors serve
until re-elected at the next annual general meeting or their successors are
elected or appointed.


                                       32


<PAGE>


         The following table sets forth information with respect to the
directors and executive officers of W.P. Stewart & Co., Ltd.

<TABLE>
<CAPTION>
Name                                             Position                     Position Held Since
----                                            --------                      -------------------
<S>                                  <C>                                           <C>
William P. Stewart.................  Chairman, Chief Executive Officer and         June 1998
                                     Director(1)(2)
John C. Russell....................  Deputy Chairman, Managing Director and        June 1998
                                     Director(1)
Richard C. Breeden.................  Director(2)(3)                                June 1998
Edgar H. Brunner...................  Director(2)                                   June 1998
Beat Notz..........................  Director                                      January 1999
Henry B. Smith.....................  Director(1)(3)                                June 1998
Heinrich Spangler..................  Director(3)                                   June 1998
John A. Allison....................  Deputy Managing Director                      January 2001
Mark A. Henderson..................  Deputy Managing Director                      November 1998
Robert D. Rosenthal................  Deputy Managing Director                      January 2000
Peter Jan Rubingh..................  Deputy Managing Director                      January 2001
Frederick M. Ryan..................  Deputy Managing Director                      February 1999
Charles G.R. Target................  Deputy Managing Director                      June 1999
Rocco Macri........................  Finance Director                              March 1999
Debra Randall......................  Corporate Secretary                           January 2001
</TABLE>

----------
(1)   Denotes member of the Executive Committee of the board of directors.
(2)   Denotes member of the Compensation Committee of the board of directors.
(3)   Denotes member of the Audit Committee of the board of directors.

         William P. Stewart is Chairman, Chief Executive Officer and a Director
of W.P. Stewart & Co., Ltd. Mr. Stewart started on Wall Street in 1955 on the
trading floor of the New York Stock Exchange. He joined Spingarn, Heine & Co. in
1957 as an analyst/registered representative and, in 1961, moved to Pyne,
Kendall & Hollister in the same capacity. He was successively Director of
Research, General Partner responsible for the firm's investment advisory and
institutional operations, President of its international investment banking
subsidiary, Managing Partner and Chairman and Chief Executive Officer of Riter,
Pyne, Kendall & Hollister, Inc. After the sale of Riter, Pyne's principal
business in early 1973, Mr. Stewart joined Ruane, Cunniff & Co., an investment
management firm, as Vice Chairman, while simultaneously founding our U.S.
predecessor company as a corporate consultant. He established our U.S.
predecessor company as an investment advisory firm in 1975.

         John C. Russell serves as Deputy Chairman, Managing Director and a
Director of W.P. Stewart & Co., Ltd and is the Chairman of the Stewart Group's
Management Committee. He joined the Stewart Group in 1996 as General Counsel,
relinquishing that position after becoming the firm's Chief Operating Officer in
April 1997. From 1992 to 1996, Mr. Russell was a partner in the law firm of
Kroll & Tract. From 1987 through 1992, Mr. Russell served as President and Chief
Executive Officer of the Ohio Brass Company, a manufacturing company, and OB
Systems and Mining, Inc., another manufacturing company. From 1980 to 1987, he
served as President and Chief Executive Officer of Naarden International, Inc.,
an international fragrance company. In 1970, Mr. Russell was a founding partner
of the law firm Anderson Russell Kill & Olick. Mr. Russell has more than 40
years of experience in domestic and international corporate and securities law.

         Richard C. Breeden became a Director of W.P. Stewart & Co., Ltd. in
June 1998. Since 1997, Mr. Breeden has served as Chairman, President and Chief
Executive Officer of Equivest Finance, Inc., a publicly traded company in the
resort development and financing business. Mr. Breeden has served as the


                                       33


<PAGE>


court-appointed bankruptcy trustee of The Bennett Funding Group, Inc., which
owns a majority of the outstanding securities of Equivest, since 1996. Mr.
Breeden also has owned his own financial consulting firm since that time. From
1993 to 1996, Mr. Breeden served as the chairman of the worldwide financial
services practice of Coopers & Lybrand LLP. From 1989 to 1993, Mr. Breeden
served as Chairman of the U.S. Securities and Exchange Commission after
appointment to that position by President George Bush and confirmation by the
U.S. Senate. Prior to the Commission, Mr. Breeden served in the White House as
Assistant to the President (1989) and Deputy Counsel to the Vice President
(1982-1985). Mr. Breeden also practiced corporate and securities law in private
practice in New York City and Washington, D.C. Mr. Breeden has 25 years
experience with securities markets, financial accounting and corporate
transactions.

         Edgar H. Brunner has served as a Director of W.P. Stewart & Co., Ltd.
since June 1998. Dr. Brunner was a former General Partner with Armand von Ernst
& Cie. AG, a private bank in Berne, Switzerland and was appointed Chief
Executive Officer of that company in the acquisition of Armand von Ernst & Cie.
AG by Swiss Bank Corporation. In addition, he was a member of the Berne Council
of Burghers and President of the Swiss Private Bankers Association. From 1973
until 1997, Dr. Brunner served as Chairman of the Board of Bankers Trust AG of
Zurich, Switzerland.

         Beat Notz became a Director of W.P. Stewart & Co., Ltd. in January
1999. Mr. Notz is a founder and since 1964 has been a principal of the Notz
Stucki Group, a wealth management firm headquartered in Geneva, Switzerland. Mr.
Notz has a Masters degree from the Graduate School of International Studies at
the University of Geneva. In 1961, he was Vice President of Lehman Brothers
International. In 1968, he co-founded Haussmann Holdings, a multi-manager,
diversified investment strategy fund, with the Groupe Worms, a merchant banking
group, in Paris. Mr. Notz serves as a Director of the Quantum Fund and other
funds of the Quantum Group.

         Henry B. Smith has been a Director of W.P. Stewart & Co., Ltd. since
June 1998. Mr. Smith is President and Chief Executive Officer of The Bank of
Bermuda, with which he has been employed in various capacities since 1973. In
May 1997, Mr. Smith was appointed Deputy Chairman of the Bermuda Stock Exchange
Council and in July 1998, he was appointed Deputy Chairman of the Council
Partners Charitable Trust.

         Heinrich Spangler has served as a Director of W.P. Stewart & Co., Ltd.
since June 1998. For the last 21 years, Mr. Spangler has served in various
capacities, including managing partner, and presently serves as spokesman of the
Board of Management of Bankhaus Carl Spangler & Co., the oldest private bank in
Austria. Mr. Spangler has also served as Chairman of the Supervisory Board of
Carl Spangler Kapitalanlegegesellschaft, a private investment company located in
Salzberg, Austria.

         John A. Allison has been with W.P. Stewart since 1995 and became Deputy
Managing Director in January 2001. Mr. Allison serves as a member of the Stewart
Group's Management Committee. He began his professional career in 1973 as an
analyst of global economic trends for the Canadian government. From 1978 to
1983, he lectured in Western Intellectual and Economic History at Columbia
University. He joined Morgan Stanley Asset Management in 1983 where, as a Vice
President and senior portfolio manager/analyst, he managed large institutional
growth stock portfolios for major foreign and domestic clients. In 1989, Mr.
Allison joined Auchincloss & Lawrence Inc., where he became the firm's Chief
Executive and Investment Officer and its majority shareholder. Mr. Allison
combined his business with W.P. Stewart & Co., Inc. in November 1995.

         Mark A. Henderson has served as Deputy Managing Director of W.P.
Stewart & Co., Ltd. since November 1998. Mr. Henderson began his career in New
York with Rheem International, Inc., a steel manufacturer and subsidiary of City
Investing Corp. He was seconded by Rheem to South Africa between 1969 and 1973
to establish their South African subsidiary. In 1974 he joined Panmure Gordon &
Co., a


                                       34


<PAGE>


financial adviser, brokerage concern and member of the London Stock Exchange. He
became an individual member of the London Stock Exchange in 1979 and a partner
of Panmure Gordon & Co. in 1981. Panmure Gordon & Co. was acquired by
NationsBank Corp. in 1986. In that year he became a Director of NationsBank
(Europe) Ltd. and a member of the Executive Committee of Panmure Gordon & Co.,
Ltd. He was responsible for the international expansion of the firm's business
which included the establishment of an office in New York. He is currently a
member of The Securities Institute in London.

         Robert D. Rosenthal has served as Deputy Managing Director of W.P.
Stewart & Co., Ltd. since January 2000 and is Chairman and Chief Executive
Officer of W.P. Stewart Asset Management (NA), Inc. Mr. Rosenthal serves as a
member of the Stewart Group's Management Committee. As President and Chief
Executive Officer of First Long Island Investors, Inc., a wealth management
firm, Mr. Rosenthal oversaw the investment of over $1 billion in assets. On
October 1, 1999, substantially all of the business of First Long Island
Investors, Inc. was acquired by W.P. Stewart and Co., Ltd., and W.P. Stewart
Asset Management (NA), Inc. was created.

         Peter Jan Rubingh became Deputy Managing Director of W.P. Stewart and
Co., Ltd. in January 2001. He is a co-founder and Managing Director of TPR &
Partners NV, an Amsterdam-based business which has concentrated on gathering
assets and servicing clients for W.P. Stewart since TPR's inception in 1993. Mr.
Rubingh began his career at Moret & Limperg (now Ernst & Young), Amsterdam, in
1978 as an Assistant Accountant within the audit team. He joined Noro Nederland
B.V. (The Noro Group of Companies), a fund management group, in 1979 and served
in various capacities within the group, including Group Controller, Assistant
Managing Director, Management Team Member and Portfolio Manager (Venture
Capital) in The Netherlands, the United States and the Netherlands Antilles.
While at Noro, Mr. Rubingh also served as a non-executive member of the
Supervisory Boards of HomeBanc in Atlanta, Georgia and ICON International in New
York City.

         Frederick M. Ryan has served as Deputy Managing Director of W.P.
Stewart & Co., Ltd. since February 1999. Mr. Ryan served as Deputy Managing
Director - Europe from October 1998 through January 1999. Prior to that, Mr.
Ryan was a consultant with FMR Capital Advisory, financial and business
consultants. From 1991 through 1997, he was president of Canada Life Investment
Management. Mr. Ryan worked with the investment and business consulting group of
FMR & Associates from 1982 through 1991. From 1969 through 1982, Mr. Ryan was a
shareholder, officer and Director of R.A. Daly & Co., Ltd., a brokerage firm and
a former member firm of the Toronto Stock Exchange. Mr. Ryan has been a member
of the Association for Investment Management & Research since 1967 and served as
president of the Toronto Society of Financial Analysts (a constituent member
society of the Association for Investment Management & Research) in 1976-1977.

         Charles G.R. Target has served as Deputy Managing Director of W.P.
Stewart & Co., Ltd. since June 1999. Mr. Target is an Executive Director of our
Asian affiliate, Bowen Asia Limited. Prior to the founding of Bowen, Mr. Target
was a general partner and director of Alan Patricof Associates, the London-based
international venture capital company. Before joining Patricof in 1988, Mr.
Target served as Managing Director of Business International Asia/Pacific Ltd.,
an economic research and consulting company owned by the Economist Group, where
he was responsible for the Asian regional operations of the company.

         Rocco Macri has served as Finance Director of W.P. Stewart & Co., Ltd.
since March 1999. Mr. Macri is a Certified Public Accountant. From 1993 through
1999, he was a Partner with the accounting firm of Lopez Edwards Frank & Co.,
LLP, where he was a Manager from 1984 through 1993. From 1984 through 1998, Mr.
Macri had principal responsibility for our audit while a partner at our previous
independent accounting firm.


                                       35


<PAGE>


         Debra Randall has served as Corporate Secretary of W.P. Stewart & Co.,
Ltd. since January 2001. Ms. Randall, a certified Law Clerk in the Province of
Ontario, Canada and a student member of the Institute of Chartered Secretaries,
has more than 11 years' experience in the legal and corporate services sector.

         Charles Target is the son-in-law of William P. Stewart. There are no
other family relationships between any directors and executive officers. Robert
L. Rohn, the Chairman of W.P. Stewart & Co., Inc., serves as a member of the
Stewart Group's Management Committee.

         B. Compensation

         The aggregate compensation paid or accrued in 2000 by W.P. Stewart &
Co., Ltd. to individuals serving as directors and executive officers during that
year, including bonuses and compensation payable pursuant to employee benefit
plans, was $8.1 million.

         We sponsor a defined contribution profit-sharing plan (including a
401(k) feature), covering substantially all employees. Contributions to the
profit-sharing plan are determined quarterly by the board of directors. In
addition, on January 1, 1997, we started a defined contribution money-purchase
plan. This plan covers substantially all employees who meet the minimum age and
service requirements. Contributions cannot exceed $30,000 annually, per
employee. The aggregate amount paid, set aside or accrued by W.P. Stewart & Co.,
Ltd. in 2000 to provide pension, retirement or other employee benefits to
individuals serving as directors and executive officers during that year was
$136,823.

         W.P. Stewart & Co., Ltd. has agreed to pay each of Messrs. Breeden,
Brunner, Smith and Spangler $30,000 per annum for his services on W.P. Stewart &
Co., Ltd.'s board of directors.

         C. Board Practices

         The terms of office of our directors and officers will run until the
election of successor directors (or until the shareholders resolve in a general
meeting not to re-appoint the director) or the appointment of successor
officers.

         Executive Committee. The Executive Committee of the board of directors
is composed of Messrs. Russell, Smith and Stewart. The Executive Committee has
the power and authority to manage the affairs of the company on behalf of the
board of directors when it is not in session, consistent with the expressed
desires of the board of directors. The Executive Committee maintains a record of
any and all actions it takes and notifies the board of directors after it takes
any such action. The agenda for each regular quarterly meeting of the board of
directors includes discussion and ratification of actions that have been taken
by the Executive Committee since the previous regular quarterly board meeting.

         Compensation Committee. The Compensation Committee of the board of
directors is composed of Messrs. Breeden and Stewart and Dr. Brunner. The
Compensation Committee reviews, and makes recommendations to the board of
directors concerning, executive compensation policy and its implementation.

         Audit Committee. The Audit Committee of the board of directors is
composed of Messrs. Breeden, Smith and Spangler. Mr. Russell serves as an
ex officio member of the Audit Committee. The Audit Committee is responsible
for, among other things, reviewing the structure of our internal controls;
reviewing the internal audit function; considering and recommending to the board
the annual appointment of the external auditors; reviewing and recommending to
the board the terms of the annual external audit engagement; reviewing the
annual audit plan; reviewing our audited financial statements; reviewing
compliance with regulatory requirements; reviewing compliance with polices and
practices involving


                                       36


<PAGE>


ethics, conflicts and other such matters; and reviewing the above activities of
subsidiary companies. The Audit Committee meets and reports to the board of
directors no less than twice annually.

         We have not entered into any contracts with directors for benefits upon
termination of service.

         D. Employees

         At December 31, 1998, 1999 and 2000, we employed 53, 70 and 80 persons,
respectively. We consider our relations with our employees to be good.

         E. Share Ownership

         The following table presents information regarding the beneficial
ownership of our common shares as of March 13, 2001 by our directors and
executive officers:

<TABLE>
<CAPTION>
   Name                                                 Number        Percentage
   ----                                                 ------        ----------
<S>                                                   <C>                <C>

   William P. Stewart (1) ..................          4,144,140          8.60%

   John C. Russell .........................            321,695            *

   Richard C. Breeden ......................             10,000            *

   Edgar H. Brunner ........................             39,915            *

   Beat Notz ...............................                -0-           -0-

   Henry B. Smith ..........................             10,000            *

   Heinrich Spangler .......................             10,000            *

   John A. Allison .........................            494,187          1.02%

   Mark A. Henderson .......................            100,000            *

   Robert D. Rosenthal .....................             73,339            *

   Peter Jan Rubingh .......................            691,919          1.43%

   Frederick M. Ryan .......................             75,000            *

   Charles G.R. Target .....................             80,729            *

   Rocco Macri .............................             75,000            *

   Debra Randall ...........................                -0-           -0-

</TABLE>

* Less than 1%.

(1)  Consists of shares owned by trusts for which Mr. Stewart serves as trustee
     (with respect to which Mr. Stewart disclaims beneficial ownership).


                                       37


<PAGE>


         W.P. Stewart & Co., Ltd. periodically sells common shares to its
employees and those of its affiliates at fair value for cash and/or installment
notes. The installment notes are full recourse, bear interest at 10% per annum
and are collateralized by the shares purchased. The principal amount of the note
is payable in 28 quarterly installments, subject to mandatory payment in full
upon termination of employment. Shares vest in 28 equal quarterly installments.
Unvested shares are, and vested shares may be, repurchased from the employee
upon termination. Different, but substantially equivalent, terms may apply in
respect of individuals employed in certain countries outside Bermuda and the
United States.

Item 7.  Major Shareholders and Related Party Transactions

         A. Major Shareholders

         The following table presents information regarding the beneficial
ownership of our common shares as of March 20, 2001 by persons or groups of
affiliated persons known to us to own more than 5% of our common shares. See
also Item 6 E above under the caption "Directors, Senior Management and
Employees - Share Ownership."

<TABLE>
<CAPTION>
     Name                                Number              Percentage
     ----                                ------              ----------
     <S>                               <C>                     <C>
     WPS II, Inc.                      19,775,834              41.00%
</TABLE>

         The above-listed beneficial owner has the same voting rights per share
as all other holders of common shares; however, our bye-laws specifically exempt
such holder from the limitations on voting power that may apply to other holders
if they become owners of more than a specified percentage of common shares. See
Item 3 D under the caption "Key Information -- Risk Factors -- Our bye-laws
restrict shareholders' voting rights."

         WPS II, Inc. sold 9,545,602 shares in the initial public offering of
shares of W.P. Stewart & Co., Ltd. Prior to the offering, WPS II, Inc. held
61.96% of our shares.

         As of March 13, 2001, we had 154 shareholders of record, of which 116,
owning approximately 93% of our common shares, were U.S. persons.

         B. Related Party Transactions

         In connection with purchases of shares of W.P. Stewart & Co., Ltd. and
its predecessors, since at least 1991, our employees, including our officers and
directors, have entered into loan agreements with, and signed promissory notes
to us in respect of some or all of the purchase price of such shares. Most of
our employees are or have been parties to such loans. In connection with such
stock purchases, Messrs. Russell, Breeden, Smith, Henderson, Ryan, Macri,
Allison and Target have entered into loan agreements with, and signed promissory
notes to, the Stewart Group. Each of these loans accrues interest at a rate of
10% per annum. As of December 31, 2000, the aggregate amount outstanding under
these loan agreements and promissory notes for each of the above-named directors
and executive officers was, respectively: $805,083, $41,832, $44,293, $808,000,
$834,940, $834,940, $0 and $664,821. The largest aggregate amount of
indebtedness outstanding under each of these loan agreements and promissory
notes during the year ended December 31, 2000 for each of the above-named
directors and executive officers was, respectively: $2,239,435, $54,136,
$54,136, $1,125,000, $989,083, $989,083, $545,954 and $843,750. In addition, in
connection with the 1999 acquisition by W.P. Stewart & Co., Ltd. of a 50%
interest in TPRS Services N.V., the sellers, in which Mr. Rubingh is a
principal, signed a promissory note to W.P. Stewart Asset Management Ltd. in the
principal amount of $2,750,000. The note, which accrued


                                       38


<PAGE>


interest at the rate of 6.625% per annum, was secured by the W.P. Stewart & Co.,
Ltd. common shares received in the acquisition. The note was repaid in full
during December 2000.

         The lease agreement relating to W.P. Stewart & Co., Inc.'s office space
in New York covers space utilized by Stewart family interests that reimburse
W.P. Stewart & Co., Inc., on a monthly basis, for that portion of the rental and
other costs associated with the space so utilized. Such lease-related amounts
were approximately $184,900 for the year ended December 31, 2000. We believe
that the reimbursement amounts that we receive from Mr. Stewart for the
utilization of this space are as favorable as the amounts we could receive from
an unaffiliated party for utilization of the same space.

         W.P. Stewart & Co., Ltd. owns 40% of Bowen Asia Limited. Ms. Lisa M.
Stewart, the daughter of Mr. William P. Stewart, and Mr. Charles G.R. Target,
Ms. Stewart's husband and a Deputy Managing Director of W.P. Stewart & Co.,
Ltd., together own a majority of the stock of Bowen Asia Limited. We have been
granted an option exercisable in 2004 to expand our ownership of Bowen Asia
Limited to a majority interest. In addition to payments in connection with our
investment in Bowen Asia Limited, we pay solicitation, sub-advisory and research
fees to Bowen Asia Limited. Such fees were, in the aggregate, $520,900 for the
year ended December 31, 2000. We believe that the solicitation, sub-advisory and
research fees that we pay to Bowen Asia Limited are as favorable as the fees we
would pay to an unaffiliated party for similar services. We have entered into an
agreement with Bowen Capital Management, an affiliate of Bowen Asia Limited,
which will entitle us to receive solicitation fees for client referrals to Bowen
Capital Management. Total fees under the terms of this agreement were $30,539
for the year ended December 31, 2000.

         Since April 30, 1999, we have used an aircraft owned by Shamrock
Aviation, Inc. and have compensated Shamrock Aviation, Inc. for its use by
paying charter fees that we believe are more favorable to the Stewart Group than
the fees that would be paid to an unaffiliated charterer. Shamrock Aviation,
Inc. is owned by Mr. William P. Stewart and trusts for the benefit of the four
adult children of Mr. Stewart; Mr. Stewart serves as President, and Mr. Gregory
S. Stewart, his son, serves as Vice President, of Shamrock Aviation, Inc. We
paid fees to Shamrock Aviation, Inc. in the amount of $2,302,000 for the year
ended December 31, 2000. In February 1999, we entered into an agreement with
Shamrock Aviation, Inc. in which Shamrock Aviation, Inc. agreed to delay the
sale of an aircraft owned by Shamrock Aviation, Inc. so that such aircraft will
continue to be available for use in our business. At the same time, Shamrock
Aviation, Inc. agreed to release W.P. Stewart & Co., Inc. from any and all
obligations to participate in the purchase of an additional aircraft for
approximately $37 million, delivery of which is scheduled for 2001. In return,
we have agreed to indemnify Shamrock Aviation, Inc. for any loss in value of the
aircraft that Shamrock Aviation, Inc. has agreed not to sell from the time the
agreement was made until the aircraft is sold or replaced. The value of that
aircraft as of the date of the agreement was estimated to be $27 million. Based
upon an appraisal received from Mike Berger & Associates on January 18, 2001, we
do not believe that this agreement will have any material adverse effect on our
financial condition or results of operations. We have an agreement pursuant to
which an entity affiliated with Shamrock Aviation, Inc. has agreed to provide
operational and maintenance services at cost for a Challenger aircraft owned by
one of our subsidiaries. These costs, reflected in research and administration
expenses, include approximately $2,141,700 for the year ended December 31, 2000.
We believe that the terms of this transaction are more favorable to us than the
terms that we could obtain from an unaffiliated party in a comparable
transaction.

         W.P. Stewart Fund Management Limited serves as the investment manager
to an Irish fund solely managed by WPS Investissements S.A., a Swiss investment
management firm. WPS Investissements S.A. is principally owned by Mr. William P.
Stewart III, a son of Mr. William P. Stewart. The Stewart Group has no ownership
interest in either the Irish fund or WPS Investissements S.A. W.P. Stewart Fund
Management Limited collects and remits to WPS Investissements S.A. all of the
advisory fees in respect of such fund. Such fees amounted to $327,711 for the
year ended December 31, 2000. In addition, we


                                       39


<PAGE>


pay to WPS Investissements S.A. a portion of the brokerage commissions charged
to the fund from securities transactions for such fund. Such commissions
amounted to $20,089 for the year ended December 31, 2000. We believe that the
fees and commissions that we pay to WPS Investissements S.A. are as favorable as
the fees and commissions we would pay to an unaffiliated party in a similar
transaction.

         W.P. Stewart & Co., Ltd. believes, upon advice of Nixon Peabody LLP,
special tax counsel, that, at the time of our merger with our U.S. predecessor
company, WPS II, Inc. qualified as an S corporation and our U.S. predecessor
company qualified as a "qualified subchapter S subsidiary" for U.S. federal
income tax purposes and that, accordingly, W.P. Stewart & Co., Ltd. incurred no
U.S. tax liability as a result of the Bermuda merger. Notwithstanding such
belief, WPS II, Inc. has agreed to indemnify W.P. Stewart & Co., Ltd. for any
harm suffered by W.P. Stewart & Co., Ltd. arising from any U.S. tax liability
imposed upon W.P. Stewart & Co., Ltd. as a result of our merger with our U.S.
predecessor company. In addition, certain stockholders of WPS II, Inc. have
agreed to severally guarantee their proportionate shares of the indemnity
obligation of WPS II, Inc. based on their interests in WPS II, Inc. at the time
of the merger, representing an aggregate of approximately 92% of the amount
which may be payable by WPS II, Inc. under the indemnity.

         We pay TPRS Services N.V. fees for marketing services. These fees
amounted to approximately $5,694,885 for the year ended December 31, 2000.
Inter-company eliminations of approximately $2,847,443 resulting from our 50%
ownership in TPRS Services N.V. up to December 29, 2000, resulted in a net
expense to W.P. Stewart & Co., Ltd. of $2,847,442 for the year ended December
31, 2000.

         We pay TPR & Partners NV fees for marketing and client account
services. One of the principals of TPR & Partners NV, Peter Jan Rubingh, became
Deputy Managing Director of W.P. Stewart & Co., Ltd. in January 2001. Commencing
in 2001, we have agreed to similarly pay fees for such services to Carl Spangler
Kapitalanlagegesellschaft mbH, which is owned by Heinrich Spangler, one of our
directors.

         Certain directors of W.P. Stewart & Co., Ltd. have served as directors
of funds from which we have received investment advisory fees and commissions.
Such fees and commissions were $11,629,389 for the year ended December 31, 2000.

         Included in receivables from affiliates is a subordinated loan of
$212,526 and accrued interest on such loan in the amount of $17,416 due from
Kirk Management Ltd., a 40% unconsolidated affiliate. The loan has no fixed
repayment date.

         In connection with the initial public offering completed in December
2000, we have been reimbursed by the selling shareholders in the amount for
$2,500,000.

         C. Interests of Experts and Counsel

         Not Applicable.

Item 8.  Financial Information

         A. Consolidated Statement and Other Financial Information

         See pages F-1 to F-22.

         We currently have no pending litigation of a material nature.

         The holders of our common shares are entitled to receive on a pro rata
basis such dividends when, as and if declared by our board of directors.
Dividends may be paid only in accordance with the


                                       40


<PAGE>


Companies Act 1981 of Bermuda, which provides that dividends and other
distributions to shareholders may not be paid if there are reasonable grounds
for believing that:

         o    W.P. Stewart & Co., Ltd. is, or would after the dividend payment
              be, unable to pay its liabilities as they become due; or

         o    the realizable value of W.P. Stewart & Co., Ltd.'s assets after
              such payment would be less than the aggregate of its liabilities
              and its issued share capital and share premium accounts.

         W.P. Stewart & Co., Ltd.'s ability to declare dividends on the common
shares may also be limited by regulatory restrictions derived from the net
capital rules of various regulatory bodies applicable to W.P. Stewart & Co.,
Ltd. and its subsidiaries. Rights to dividends and distributions that have not
been claimed within six years after the date on which they were declared revert
to W.P. Stewart & Co., Ltd.

         We have a policy of declaring quarterly dividends on the common shares.
We expect that the amount of those dividends will be determined as approximately
60% of earnings. We paid a dividend of $0.30 per share in January 2001 and
currently anticipate similar dividends in April, July and October of this year.
However, the declaration and payment of dividends to holders of common shares is
in the discretion of the board of directors and depends on our capital
requirements, operating and financial condition and business plan at the time,
legal restrictions, regulatory restrictions and such other factors as the board
of directors may deem relevant.

         B. Significant Changes

         Not Applicable

Item 9.  The Offer and Listing

         Not Applicable, except for Items 9A(4) and 9C.

         Trading Markets

         Our common shares, par value US $0.001 per share, have traded on the
New York Stock Exchange under the symbol "WPL" since December 8, 2000 and have
been listed on the Bermuda Stock Exchange under the symbol "WPS" since December
11, 2000. Prior to December 8, 2000, there was no established market for our
common shares. On March 23, 2001, the last reported sale price for our common
shares on the New York Stock Exchange was $21.40 per share. As of that date
there had been no trading of the shares on the Bermuda Stock Exchange.


<TABLE>
<CAPTION>
                                                 New York Stock Exchange
                                                 -----------------------
Period                                           High               Low
------                                           ----               ---
<S>                                            <C>                <C>
December 8 - 31, 2000                          27.2500            21.5000

January 2001                                   29.6250            24.0000

February 2001                                  28.4000            22.8000

March 1 - 23, 2001                             27.0000            20.5000
</TABLE>


                                       41


<PAGE>


Item 10. Additional Information

         A. Share Capital

         Not Applicable.

         B. Memorandum and Articles of Association

         Organization and Register

         W.P. Stewart & Co., Ltd. is a company incorporated under the Companies
Act 1981 of Bermuda. It is registered in the Register maintained by the Bermuda
Registrar of Companies under the entry number "EC25146."

         Objects and Purposes

         Clause 6 of our Memorandum of Association states that W.P. Stewart &
Co., Ltd. was formed for the following objects:

         o    To carry on business as a holding company and to acquire and hold
              shares, stocks, debenture stock, bonds, mortgages, obligations and
              securities of any kind issued or guaranteed by any company,
              corporation or undertaking of whatever nature and wherever
              constituted or carrying on business, and shares, stock,
              debentures, debenture stock, bonds, obligations and other
              securities issued or guaranteed by any government, sovereign
              ruler, commissioners, trust, local authority or other public body,
              whether in Bermuda or elsewhere, and to vary, transpose, dispose
              of or otherwise deal with from time to time as may be considered
              expedient any of our investments for the time being;

         o    To acquire any such shares and other securities as are mentioned
              in the preceding paragraph by subscription, syndicate
              participation, tender, purchase, exchange or otherwise and to
              subscribe for the same, either conditionally or otherwise, and to
              guarantee the subscription thereof and to exercise and enforce all
              rights and powers conferred by or incident to the ownership
              thereof;

         o    To co-ordinate the administration, policies, management,
              supervision, control, research, planning, trading and any and all
              other activities of any company or companies now or hereafter
              incorporated or acquired which may be or may become a company,
              wherever incorporated, which is or becomes a holding company or a
              subsidiary of, or affiliated with, us within the meanings
              respectively assigned to those terms in the Companies Act 1981 or,
              with the prior written approval of the Minister of Finance, any
              company or companies now or hereafter incorporated or acquired
              with which we may be or may become associated;

         o    To act as sponsors or representatives for any company, unit trust,
              partnership or other entity seeking a listing of its shares, units
              or other instruments on any stock exchange, and to act as agent or
              representative of any company listed on any stock exchange and to
              arrange and sponsor public and private issues of shares and loan
              capital and to negotiate and underwrite such issues;

         o    To act as agents for the sale and purchase of any stocks, shares
              or securities, or for any other monetary or mercantile transaction
              and as managers and investment advisers for any company,
              partnership, public or private body, association, individual or
              entity


                                       42


<PAGE>


              wherever incorporated, formed or based outside Bermuda and, with
              the prior permission in writing of the Minister of Finance for any
              person or any class or group of persons incorporated, formed or
              based in Bermuda;

         o    To act as underwriters, sponsors and agents for any government and
              other authority and, for any person and, with the prior permission
              in writing of the Minister of Finance, any person incorporated,
              formed or based in Bermuda;

         o    To provide financial services, advice and facilities of every
              description, including (but without limiting the generality of the
              foregoing words) all these capable of being provided by
              stockholders, stockjobbers, promoters and managers of investment
              vehicles, investment media, financial advisers, underwriters and
              issuing houses to any person and, with the prior permission in
              writing of the Minister of Finance, any persons incorporated,
              formed or based in Bermuda;

         o    To invest the funds of or available to us in the share or loan
              capital of any other company, partnership or other enterprise
              wherever incorporated, formed or carrying on business, and in the
              bonds or other obligations of any authority, undertaking or
              corporation, whether public or private; and

         o    As set forth in paragraphs (b) to (n) and (p) to (u) inclusive in
              the Second Schedule to the Companies Act 1981.

         Directors' Interests

         Pursuant to the terms of clause 96 of our bye-laws, a director shall
not vote at a meeting of the board of directors or of a committee of the board
of directors on any resolution concerning a matter in which he has a material
interest unless such interest arises only because the situation falls within one
or more of the following:

         o    the resolution relates to our giving the director a guarantee,
              security or indemnity in respect of a liability incurred by him
              for our benefit;

         o    the resolution relates to our giving a third party a guarantee,
              security or indemnity in respect of an obligation of ours for
              which the director has assumed responsibility under a guarantee or
              indemnity or by the giving a security;

         o    the director's interest arises in relation to the subscription or
              purchase by him of our securities pursuant to a general offer to
              our shareholders or to the public;

         o    the director's interest arises from being a participant in the
              underwriting of any of our securities;

         o    the resolution relates to a proposal concerning another
              corporation in which he holds less than 1% of the shares;

         o    the resolution relates to a retirement benefits scheme which has
              been approved by the authorities of any country for tax purposes;

         o    the resolution relates to any contract or arrangement for the
              benefit of our employees and does not provide the director any
              advantage or privilege not accorded to the employees; or


                                       43


<PAGE>


         o    any proposal concerning any insurance which we are empowered to
              purchase for the benefit of any of our directors.

         The board of directors may exercise all the powers of the company to
borrow money and to mortgage or charge all or any part of our undertaking,
property and assets and to issue debentures and other securities, whether
outright or as collateral security for any debt, liability or obligation of ours
or of any other person.

         Shareholders' Rights

         The holders of our common shares are entitled to receive on a pro rata
basis such dividends when, as and if declared by our board of directors.
Dividends may be paid only in accordance with the Companies Act 1981 of Bermuda
which provides that dividends and other distributions to shareholders may not be
paid if there are reasonable grounds for believing that:

         o    W.P. Stewart & Co., Ltd. is, or would after the dividend payment
              be, unable to pay its liabilities as they become due; or

         o    the realizable value of W.P. Stewart & Co., Ltd.'s assets after
              such payment would be less than the aggregate of its liabilities
              and its issued share capital and share premium accounts.

         W.P. Stewart & Co., Ltd.'s ability to declare dividends on the common
shares may also be limited by regulatory restrictions derived from the net
capital rules of various regulatory bodies applicable to W.P. Stewart & Co.,
Ltd. and its subsidiaries. Rights to dividends and distributions that have not
been claimed within six years after the date on which they were declared revert
to W.P. Stewart & Co., Ltd.

         Subject to the provisions set forth below and any other special rights
or restrictions as to voting for the time being attached to any class of shares
by or in accordance with our bye-laws, at any general meeting on a poll, every
shareholder who is present in person or by proxy shall have one vote for every
common share of which such person is the holder. Most matters to be approved by
holders of common shares require approval by a simple majority vote of the
common shares represented at the shareholders' meeting. A resolution passed by
the holders of a majority of the issued common shares either in person or by
proxy at a general meeting is required to approve an amalgamation with another
company. Shareholders do not have cumulative voting rights. Shareholders have
the power to elect directors, appoint auditors and make changes in the amount of
authorized share capital of W.P. Stewart & Co., Ltd. The current maximum number
of directors is 10; however seven directors have been elected. All directors are
elected at each annual general meeting, except that the board of directors may
fill interim vacancies (including the vacancies caused by the difference between
the maximum and actual numbers of directors) between general meetings.

         Our bye-laws limit the voting power of natural persons to 5% of all
votes attributable to our outstanding shares (including the common shares) and
the voting power of other entities, "groups" (as defined in the Securities
Exchange Act of 1934) and persons other than natural persons to 9.5% of the
votes attributable to our outstanding shares. These limitations apply regardless
of how many common shares are actually owned or controlled by a shareholder.
These restrictions, however, will not apply to:

         o    WPS II, Inc.;

         o    Other shareholders or groups of shareholders who were shareholders
              of W.P. Stewart & Co., Ltd. immediately before our initial public
              offering; and


                                       44


<PAGE>


         o    Additional persons, entities or groups that are designated by our
              board of directors either before or after our initial public
              offering.

         The votes that could have been cast by shareholders who are subject to
these voting restrictions will be allocated to the other shareholders pro rata
based on the number of shares they hold.

          However, no shareholder subject to these restrictions may be allocated
additional voting rights to the extent that the allocation would cause that
shareholder to have more than 5% (for natural persons) or 9.5% (for legal
persons, entities or groups) of the total voting power. This voting limitation
was put in place to reduce the likelihood of our becoming a controlled foreign
corporation for U.S. tax purposes. See Item 3D under the caption "Risk Factors
-- Our U.S. tax status could be challenged..." and Item 10 E under the caption
"Taxation -- United States -- Controlled Foreign Corporation Rules" for a
discussion of the tax consequences associated with our becoming a controlled
foreign corporation.

         Our bye-laws also limit the overall voting power of all persons,
entities or groups to 20% of the total number of all votes attributable to our
outstanding shares (including the common shares). These limitations apply
regardless of how many common shares are actually owned or controlled by a
shareholder and regardless of whether the voting restrictions described in the
previous paragraph apply to that shareholder. These restrictions, however, will
not apply to:

         o    WPS II, Inc. or its affiliates;

         o    Direct or indirect subsidiaries of W.P. Stewart & Co., Ltd.;

         o    New or existing employee benefit plans of W.P. Stewart & Co.,
              Ltd., as may be designated by our board of directors either before
              or after our initial public offering; and

         o    Other persons, entities or groups that are designated by our board
              of directors either before or after our initial public offering.

         If W.P. Stewart & Co., Ltd. is wound up, the liquidator may, with the
sanction of a resolution of shareholders, divide among the shareholders in kind
all or part of our assets and may, with that sanction, vest all or part of the
assets in trustees of trusts for the benefit of the shareholders in the
liquidator's discretion, provided that a shareholder may not be compelled to
accept any securities or other assets which would subject that shareholder to
liability.

         Changes in Shareholders' Rights

         Any change in the rights relating to the common shares requires either
the adoption of a resolution by the holders of a majority of the common shares
at a duly held meeting of the common shareholders of W.P. Stewart & Co., Ltd. or
the written consent of the holders of not less than 75% of the common shares.

         General Meetings of Shareholders

         The annual general meeting of shareholders shall be held at such time
and place as the board of directors shall appoint. The board may convene special
general meetings of shareholders on its own initiative or when requisitioned by
shareholders in accordance with applicable Bermuda law. Under the Companies Act
1981 of Bermuda, the directors of the Company are required, on the request of
shareholders holding not less than 10% of the paid-up voting share capital of
the Company, to convene a special general meeting of the Company for the purpose
stated in the request.


                                       45


<PAGE>


         The quorum required for a meeting of shareholders consists of at least
two shareholders present in person or by proxy representing not less than
one-third in nominal value of the total issued common shares. Shareholders'
meetings are convened upon advance notice of at least 14 days.

         No Limitation on Foreign Ownership

         There are no limitations under Bermuda law or our memorandum of
association on the rights of persons who are not citizens or residents of
Bermuda, as such, to hold or vote our shares.

         Change in Control

         There are no provisions in our memorandum of association or bye-laws
that would have the effect of delaying, deferring or preventing a change in
control of W.P. Stewart & Co., Ltd. and that would only operate with respect to
an amalgamation, acquisition or corporate restructuring involving it or any of
its subsidiaries.

         Disclosure of Share Holdings

         Our bye-laws do not require shareholders to disclose their
shareholdings.

         As an exempted company, W.P. Stewart & Co., Ltd. is exempted from
Bermuda laws which restrict the percentage of share capital that may be held by
non-Bermudians, but, as an exempted company, we may not, except with the express
authorization of the Bermuda legislature or under a license granted by the
Minister of Finance of Bermuda, participate in certain business transactions
including:

         o    the acquisition or holding of land in Bermuda (except as required
              for our business and held by way of lease or tenancy for terms of
              not more than 50 years or with the consent of the Minister of
              Finance of Bermuda, as required to provide accommodation or
              recreational facilities for our employees and held by way of lease
              or tenancy for terms of not more than 21 years);

         o    the taking of mortgages on land in Bermuda to secure an amount in
              excess of BD$50,000 without the consent of the Minister of Finance
              of Bermuda;

         o    the acquisition of any bonds or debentures secured on any land in
              Bermuda except bonds or debentures issued by the Bermuda
              government or a public authority; or

         o    the carrying on of business of any kind in Bermuda other than with
              persons outside Bermuda, except in certain limited circumstances
              such as doing business with another exempted company in
              furtherance of the business of W.P. Stewart & Co., Ltd. carried on
              outside Bermuda.

         C. Material Contracts

         Pursuant to an agreement to which we became party on October 30, 1998,
shareholders of W.P. Stewart & Co., Ltd. who currently own or control
approximately 20% of the outstanding common shares have certain demand and
piggyback registration rights with respect to their common shares. The demand
registration rights will only be available if a sufficient number of
shareholders with similar rights join in the request so that at least 15% of the
outstanding common shares are to be registered; and the offerings will be firm
commitment underwritten offerings.

         W.P. Stewart & Co., Ltd. exchanged 1,200,000 of its shares for all of
the issued and outstanding capital stock of First Long Island Investors, Inc.
(now known as W.P. Stewart Asset Management (NA),


                                       46


<PAGE>


Inc.) pursuant to a share exchange agreement dated March 1999 with First Long
Island Holdings, LLC. The parties also entered into a stock restriction
agreement under which, if certain performance criteria are not met by First Long
Island Investors, Inc., W.P. Stewart & Co., Ltd. will automatically repurchase
up to 20% of the 1,200,000 shares, for BD$0.001 per share, on each of January 1,
2002 and January 1, 2003. The agreement imposes certain restrictions on
transfers of shares by First Long Island Holdings, LLC.

         W.P. Stewart & Co., Ltd. exchanged 1,152,000 of its shares for 50% of
the issued and outstanding capital stock of TPRS Services N.V. pursuant to a
share exchange agreement dated as of May 19, 1999 with TPR & Partners NV and TPR
Curacao N.V. The parties also entered into a stock restriction agreement
under which, if certain performance criteria are not met by TPRS Services N.V.,
W.P. Stewart & Co., Ltd. will automatically repurchase up to 20% of the
1,152,000 shares, for BD$0.001 per share, on each of January 1, 2002 and January
1, 2003. W.P. Stewart & Co., Ltd. exchanged 814,000 of its shares for the
remaining 50% of the issued and outstanding shares of TPRS Services N.V.
pursuant to a share exchange agreement with TPR & Partners NV, dated as of
December 29, 2000. The parties also entered into a stock restriction agreement
under which, if certain performance criteria are not met by TPRS Services N.V.,
W.P. Stewart & Co., Ltd. will automatically repurchase up to 20% of the 814,000
shares, for US$0.001 per share, on each of July 1 of 2001, 2002, 2003 and 2004.
The agreement imposes certain restriction on transfers of shares by TPR &
Partners NV and TPR Curacao N.V.

         W.P. Stewart & Co., Ltd. exchanged 898,831 of its shares for all of the
issued and outstanding shares of NS Money Management Ltd. pursuant to a share
exchange agreement dated as of June 1, 1999 with Stewart Notz Stucki Ltd. The
parties also entered into a stock call agreement under which, if certain
performance criteria are not met by NS Money Management Ltd., W.P. Stewart &
Co., Ltd. will automatically repurchase up to 179,766 of the W.P. Stewart & Co.,
Ltd. shares for US$0.001 per share, on each of January 1, 2002 and January 1,
2003.

         Pursuant to an agreement with Bowen Asia Limited and its shareholders,
dated as of June 30, 1999, W.P. Stewart & Co., Ltd., increased its total
investment in Bowen Asia Limited from 21.9% to 40%. The price of this increase
was $500,000 and 27,769 of our shares. We have the option (exercisable from June
30, 2004 to June 30, 2009) to purchase such number of shares of Bowen as would
increase our ownership to 50.1% of Bowen's issued and outstanding shares. If we
exercise this option, the Bowen shareholders will have the option to put their
remaining shares in Bowen to us. In either case the option price per share would
equal 15 times Bowen's trailing four quarters' after-tax earnings (or, if
greater, $10 million in the case of our purchase option), divided by the number
of outstanding Bowen shares. The agreement imposes limitations on any transfers
or issuances of Bowen shares. If there is a change of control of W.P. Stewart &
Co., Ltd., Bowen has the right to repurchase all Bowen shares then owned by W.P.
Stewart & Co., Ltd. Bowen and its shareholders have a right of first refusal in
the event we propose to sell any of our Bowen shares. The agreement also calls
for us to have representation on Bowen's board of directors and imposes
limitations on distributions or dividends to Bowen shareholders until after June
30, 2002.

         By agreement dated as of December 7, 2000, WPS II, Inc. agreed to
indemnify W.P. Stewart & Co., Ltd. for any harm suffered by W.P. Stewart & Co.,
Ltd. arising from any U.S. tax liability imposed upon W.P. Stewart & Co., Ltd.
as a result of our merger with our U.S. predecessor company. In addition,
certain stockholders of WPS II, Inc. have agreed to severally guarantee their
proportionate shares of the indemnity obligation of WPS II, Inc. based on their
interests in WPS II, Inc. at the time of the merger, representing an aggregate
of approximately 92% of the amount which may be payable by WPS II, Inc. under
the indemnity. WPS II, Inc. also has agreed to continue to own at least
7,000,000 of our shares during the period of the indemnity.


                                       47


<PAGE>


         D. Exchange Controls

         Because we have been designated as non-resident in Bermuda for exchange
control purposes, there are no restrictions on our ability to transfer funds in
and out of Bermuda or to pay dividends to non-Bermuda residents who are holders
of our shares, other than in local Bermuda currency.

         E. Taxation

         The following summary describes the principal tax consequences under
U.S. federal income tax law and the laws of Bermuda of the ownership and
disposition of the common shares. Except where otherwise noted, this summary
does not describe any tax consequences arising under the law of any State,
locality or taxing jurisdiction other than Bermuda or the U.S. federal
government. There is no income tax treaty between Bermuda and the United States.

         The discussion below is based upon the nature and conduct of our
business, which may change, and upon our understanding of our position under the
tax laws of the various countries in which we have assets or conduct activities,
which position is subject to review and possible challenge by taxing authorities
and to possible changes in law, which may have retroactive effect.

         Bermuda

         We have obtained from the Minister of Finance of Bermuda under the
Exempted Undertakings Tax Protection Act 1966 (as amended), an undertaking that,
in the event that Bermuda enacts any legislation imposing tax computed on
profits, income, any capital asset, gain or appreciation, or any tax in the
nature of estate duty or inheritance tax, then the imposition of such tax will
not be applicable to the shares, debentures or other obligations of W.P. Stewart
& Co., Ltd., until March 28, 2016. Under current Bermuda law, no income,
withholding or other taxes or stamp or other duties are imposed upon the issue,
transfer or sale of the common shares or on any payments thereunder.

         United States

         This summary is based on the Internal Revenue Code, Treasury
regulations and rulings promulgated thereunder and judicial decisions in effect
or available on the date of this Annual Report. All of the foregoing are subject
to change with or without retroactive effect, which could affect the continued
accuracy of this summary. No advance rulings have been or will be sought from
the IRS regarding the matters discussed in this Annual Report. Accordingly, you
are urged to consult your tax adviser to determine the U.S. federal, state,
local and foreign income and other tax consequences to you of acquiring, holding
and disposing of common shares.

         U.S. Holders. As used in this section, the term "U.S. person" means for
U.S. federal income tax purposes:

         o    a citizen or resident of the United States or any political
              subdivision thereof;

         o    a corporation or partnership created or organized in the United
              States or under the laws of the United States or of any State; or

         o    an estate or trust the income of which is subject to U.S. federal
              income taxation regardless of its source.

         The term "U.S. holder" means a person, a holder or a beneficial owner
of common shares who is a U.S. person. A "non-U.S. holder" is any holder who is
not a U.S. holder.


                                       48


<PAGE>


         In general, U.S. holders will include dividends in income, in
accordance with their method of accounting, as ordinary income. Assuming the
common shares are held as a capital asset, gain or loss on a subsequent sale or
other taxable disposition of the stock will be a capital gain or loss, which
will be long term if such stock is held for more than one year. At least a
portion of any dividend will constitute foreign source dividend income, which
may be relevant for a U.S. holder's foreign tax credit limit computation.

         Passive Foreign Investment Company Rules. W.P. Stewart & Co., Ltd.,
based on the nature of its assets and income, does not believe it should
currently be classified as a "passive foreign investment company" (as defined
below). However, it is possible, though W.P. Stewart & Co., Ltd. believes it
unlikely, that W.P. Stewart & Co., Ltd. could be classified as a passive foreign
investment company in the future.

         A foreign corporation will be treated as a passive foreign investment
company if either 75% or more of its gross income is "passive income" or at
least 50% of the average percentage of its assets are assets which produce or
are held for the production of "passive income" (hereinafter "passive assets").
"Passive income" is generally defined as any income included in the definition
of "foreign personal holding company income" under Section 954(c) of the
Internal Revenue Code. Among these items are income consisting of:

         o    dividends, interest, rent, royalties; and

         o    gains and losses from the sale of property giving rise to the
              income described in the preceding item, as well as other types of
              income not here relevant.

         For these purposes, cash held by a foreign corporation generally
constitutes a passive asset, but trade or service receivables resulting from a
business which produces non-passive income does not. Intangibles that produce
identifiable types of income (including goodwill) are similarly characterized in
terms of the type of income they produce. A foreign corporation owning at least
25% by value of the stock of another corporation is treated, for purposes of
passive foreign investment company classification, as if it held its
proportionate share of such corporate assets and received directly its
proportional share of such corporation's income.

         If a foreign corporation constitutes a passive foreign investment
company, any U.S. person holding any amount of stock in such corporation will
generally be subject to an interest charge on "excess distributions" of the
passive foreign investment company. Alternatively, such U.S. person may elect to
be taxed currently on its share of passive foreign investment company income by
being treated as receiving a distribution of its pro rata share of the passive
foreign investment company earnings and profits. A U.S. person may also make a
"mark-to-market" election with respect to "marketable" passive foreign
investment company stock to recognize (at the close of each taxable year) any
excess of the fair market value of such stock over its adjusted basis as
ordinary income and any excess of the adjusted basis of such stock over its fair
market value as ordinary loss.

         Controlled Foreign Corporation Rules. Our bye-laws contain provisions
which attempt to prevent us from becoming a "controlled foreign corporation."
Specifically, the provisions restrict the voting rights associated with voting
shares in the case of any shareholder who acquires sufficient shares to become a
U.S. Shareholder (as defined below) if the effect of such acquisition would be
to cause us to become a controlled foreign corporation. In any event, the
controlled foreign corporation rules will not apply to a U.S. holder that never
owns 10% or more of the common shares.

         In general, a foreign corporation will constitute a controlled foreign
corporation if more than 50% of the shares of the corporation, measured by
reference to combined voting power or value, is held, directly or indirectly, by
"U.S. Shareholders." A "U.S. Shareholder", for this purpose, is any person that


                                       49


<PAGE>


is a U.S. person for U.S. federal income tax purposes that possesses 10% or more
of the combined voting power of all classes of shares of a corporation. Neither
W.P. Stewart & Co., Ltd. nor any of its foreign affiliates is a controlled
foreign corporation.

         If W.P. Stewart & Co., Ltd. (or any foreign affiliate) were in the
future to constitute a controlled foreign corporation, a U.S. Shareholder of
W.P. Stewart & Co., Ltd. would be treated, subject to certain exceptions, as
receiving a dividend at the end of our taxable year in an amount equal to that
person's pro rata share of the "subpart F income" and certain U.S. source income
of W.P. Stewart & Co., Ltd. (or any controlled foreign corporation foreign
affiliate), whether or not distributed. Among other items, and subject to
certain exceptions, "subpart F income" includes dividends, interest, annuities,
gains from the sale of shares and securities, certain gains from commodities
transactions, certain types of insurance income and income from certain
transactions with related parties. If W.P. Stewart & Co., Ltd. (or any foreign
affiliate) were in the future to constitute a controlled foreign corporation, we
believe only a relatively small portion of our income would be subpart F income.

         In addition, however, if a U.S. person owning 10% or more of the
combined voting power of all classes of stock entitled to vote of a controlled
foreign corporation sells or exchanges such stock, the gain recognized is
treated as ordinary dividend income (and not capital gain) to the extent of the
earnings and profits of such corporation accumulated after December 31, 1962 and
during the period(s) the stock was held by such U.S. person while such foreign
corporation was a controlled foreign corporation.

         If W.P. Stewart & Co., Ltd. were treated as a controlled foreign
corporation, a U.S. Shareholder of W.P. Stewart & Co., Ltd. would be taxable on
the subpart F income of W.P. Stewart & Co., Ltd. under rules described in the
preceding paragraph and not under the passive foreign investment company rules
previously described.

         Backup Withholding. A U.S. holder of common shares may, under certain
circumstances, be subject to "backup withholding" at the rate of 31% with
respect to dividends paid on the common shares or the proceeds of sale, exchange
or redemption of common shares unless such U.S. holder:

         o    is a corporation or comes within certain other exempt categories,
              and, when required, demonstrates this fact; or

         o    provides a correct taxpayer identification number, certifies that
              such holder is not subject to backup withholding and otherwise
              complies with applicable requirements of the backup withholding
              rules.

         Any amount withheld under these rules will be creditable against the
U.S. holder's U.S. federal income tax liability. A U.S. holder who does not
provide a correct taxpayer identification number may be subject to penalties
imposed by the IRS. Assuming proper shareholder information is provided, we
believe that back-up withholding will not be required.

         Non-U.S. Holders. Dividends paid by foreign corporations are treated as
income from U.S. sources and subject to withholding at a rate of 30% if 25% or
more of the foreign corporation's gross income for the three-year period (or
such part of the period such corporation was in existence) ending with the close
of its taxable year preceding the declaration of such dividend was effectively
connected (or treated as effectively connected) with the conduct of a U.S. trade
or business, but only in an amount that bears the same ratio to the dividend as
the gross income which is effectively connected with a U.S. trade or business
bears to the foreign corporation's gross income from all sources. The Internal
Revenue Code provides, however, that if a foreign corporation is "subject to"
the branch profits tax, then the above-described withholding tax does not apply.


                                       50


<PAGE>


         Accordingly, because W.P. Stewart & Co., Ltd. and W.P. Stewart Asset
Management Ltd., if more than 25% of their gross income were deemed connected
with the United States, will be subject to the branch profits tax we do not
believe that non-U.S. holders will be subject to the 30% withholding tax.

         Moreover, gains and losses on the sale or exchange of common shares
generally will not be subject to U.S. income or withholding tax unless:

         o    in the case of a non-U.S. holder who is an individual, such
              non-U.S. holder is present in the United States for a period or
              periods aggregating 183 days or more during the taxable year of
              disposition (in which case such individual may be taxed as a U.S.
              holder in any event); or

         o    any gain is effectively connected with the non-U.S. holder's trade
              or business in the United States.

         The value of common shares should not be includible in the gross estate
of any individual non-U.S. holder for purposes of determining such non-U.S.
holder's liability, if any, for U.S. estate tax on non-resident alien
individuals.

         F. Dividends and Paying Agents

         Not Applicable.

         G. Statements by Experts

         Not Applicable.

         H. Documents on Display

         You may read and copy any documents filed by W.P. Stewart & Co., Ltd.
at the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information about the
public reference room. You may also access our filings electronically at
www.sec.gov. Although we make many of our filings with the SEC electronically,
as a foreign private issuer we are not obligated to do so. Our filings with the
SEC are also available to the public through the New York Stock Exchange, 20
Broad Street, New York, New York 10005, on which the common shares are listed.

         I. Subsidiary Information

         Not Applicable

Item 11. Qualitative and Quantitative Disclosures About Risk

         Not Applicable

Item 12. Description of Securities Other Than Equity Securities

         Not Applicable.


                                       51


<PAGE>


                                    Part II.

Item 13. Default, Dividend Arrearages and Delinquencies

         Not Applicable.

Item 14. Material Modifications to the Rights of Security Holders and Use of
         Proceeds

         Not Applicable.

Item 15. [Reserved]

Item 16. [Reserved]

                                    Part III.

Item 17. Financial Statements

         See pages F-1 through F-22, incorporated herein by reference.

Item 18. Financial Statements

         Not Applicable

Item 19. Exhibits

       1.1*     Memorandum of Association

       1.2*     Bye-Laws

       2.1**    Form of Stock Certificate

       4.1*     1996 Shareholders Agreement among Global Reach, Limited and
                Shareholders of Global Reach Limited

       4.2*     Share Exchange Agreement, dated March 1999, between W.P. Stewart
                & Co. Ltd. and First Long Island Holdings, LLC

       4.3*     Share Exchange Agreement, dated as of May 1999, among W.P.
                Stewart & Co. Ltd., TPR & Partners NV and TPR Curacao N.V.

       4.4*     Share Exchange Agreement, dated as of June 1, 1999, between W.P.
                Stewart & Co. Ltd. and Stewart Notz Stucki Ltd.

       4.5*     Purchase Agreement, dated as of June 30, 1999, between W.P.
                Stewart & Co., Ltd. and Bowen Asia Limited.

       4.6***   Indemnity Agreement by WPS II, Inc. and the Guarantors
                thereunder in favor of W.P. Stewart & Co., Ltd.

       4.7      Share Exchange Agreement, dated as of December 29, 2000, between
                W.P. Stewart & Co., Ltd. and TPR & Partners NV


                                       52


<PAGE>


       4.8      Amendment to 1996 Shareholder Agreement

       8.1      Subsidiaries of the Registrant

----------
*     Previously filed on November 21, 2000 as an exhibit to the Registrant's
      Registration Statement on Form F-1 (333-49420)

**    Previously filed on December 6, 2000 as an exhibit to the Registrant's
      Statement on Form 8-A/A (011-16245).

***   Previously filed on December 6, 2000 as an exhibit to the Registrant's
      Registration Statement on Form F-1 (333-49420)


                                       53
<PAGE>

Index To Combined / Consolidated
Financial Statements

                                                                       Page

Combined/Consolidated Financial Statements as of and for the three
  years ended December 31, 2000, 1999 and 1998
Report of Independent Accountants                                       F-2
Consolidated Statements of Financial Condition                          F-3
Combined/Consolidated Statements of Operations                          F-4
Combined/Consolidated Statements of Changes in
  Shareholders' Equity                                                  F-5
Combined/Consolidated Statements of Cash Flows                          F-6
Notes to the Combined/Consolidated Financial Statements              F-7 to F-21


<PAGE>


                        Report of Independent Accountants

To the Board of Directors and
Shareholders of W.P. Stewart & Co. Ltd.

In our opinion, the accompanying consolidated statements of financial condition
and the related combined/consolidated statements of operations and changes in
shareholders' equity and of cash flows appearing on pages F-3 through F-22
present fairly, in all material respects, the financial position of W.P. Stewart
& Co. Ltd. and its subsidiaries and predecessors (the "Company") at December 31,
2000, 1999 and 1998, and the results of its operations and its cash flows for
the years then ended in conformity with accounting principles generally accepted
in the United States of America. These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits on these financial statements in accordance with auditing standards
generally accepted in the United States of America, which require we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers

Chartered Accountants
Hamilton, Bermuda
February 14, 2001


                                       F-2


<PAGE>

                            W.P. Stewart & Co., Ltd.
                 Consolidated Statements of Financial Condition
                        December 31, 2000, 1999 and 1998

<TABLE>
<CAPTION>
                                                                                  2000                 1999                  1998
                                                                                  ----                 ----                  ----
<S>                                                                         <C>                   <C>                  <C>
Assets:
Cash and cash equivalents                                                   $  56,764,420         $ 24,791,813         $  9,132,255
Fees receivable                                                                 3,277,399            2,124,435            4,452,611
Fees receivable - affiliates                                                    2,718,058            1,271,211               53,850
Receivable from broker-dealer                                                   1,605,520            2,187,133            2,326,223
Investments in unconsolidated affiliates (net of
    accumulated amortization of $0, $135,334 and $0
    for 2000, 1999 and 1998, respectively)                                      3,649,298            7,189,982            1,261,454
Receivables from affiliates, net                                                  318,755              249,005              125,465
Investments, available for sale (cost $575,140,
    $571,840 and $571,840 for 2000, 1999 and 1998,
    respectively)                                                               1,025,458              589,710              607,580
Investment in aircraft (net of accumulated
    depreciation of $8,706,682, $3,208,316 and $0 for
    2000, 1999 and 1998, respectively)                                         13,744,793           19,243,159           20,682,075
Goodwill (net of accumulated amortization of
    $691,120, $97,714 and $0 for 2000, 1999 and 1998,
    respectively)                                                              10,419,127            2,900,472                   --
Customer lists (net of accumulated amortization of
    $1,011,819, $54,107 and $0 for 2000, 1999 and
    1998, respectively)                                                        14,344,573            3,561,775                   --
Furniture, equipment and leasehold improvements (net
    of accumulated depreciation and amortization of
    $1,325,482, $676,273 and $349,440 for 2000, 1999
    and 1998, respectively)                                                     4,944,497            3,709,851            1,855,948
Interest receivable on shareholders' notes                                        366,030              536,365              380,155
Other assets                                                                    2,358,663            4,365,947            2,380,809
                                                                            -------------         ------------         ------------
                                                                            $ 115,536,591         $ 72,720,858         $ 43,258,425
                                                                            =============         ============         ============
Liabilities and Shareholders' Equity:
Liabilities:
    Loans payable                                                           $  18,646,226         $ 19,157,645         $ 17,340,000
    Employee compensation and benefits payable                                    447,973            1,781,169                   --
    Marketing fees payable                                                      2,261,591            2,010,470            1,554,664
    Marketing fees payable - affiliates                                         1,274,955            1,848,084              416,093
    Taxes payable                                                               1,324,017            2,102,072            3,404,000
    Professional fees payable                                                   3,448,332            2,832,234            2,389,685
    Dividends payable                                                              10,643               59,853                   --
    Accrued expenses and other liabilities                                      5,291,236            4,028,149            1,074,351
                                                                            -------------         ------------         ------------
                                                                               32,704,973           33,819,676           26,178,793
                                                                            -------------         ------------         ------------
Commitments and contingencies
Shareholders' equity:
    Common shares  (see Notes 1 and 2)
      $0.001 par value (125,000,000 shares
      authorized, 47,912,112, 47,225,336 and
      43,255,656 shares issued and outstanding for
      2000, 1999 and 1998, respectively)                                           47,912               47,225               43,256
    Subscriptions for common shares                                             4,036,200                   --                   --
    Additional paid-in-capital                                                101,482,513           81,646,968           37,069,794
    Contingently returnable shares (2,601,699,
      2,600,665 and 0 shares for 2000, 1999 and 1998,
      respectively)                                                           (35,541,596)         (28,061,175)                  --
    Accumulated other comprehensive income                                        217,413              (13,920)                  --
    Retained earnings                                                          31,630,834           10,922,661            1,998,118
                                                                            -------------         ------------         ------------
                                                                              101,873,276           64,541,759           39,111,168

Less: shareholders' notes receivable                                          (15,005,458)         (25,640,577)         (22,031,536)
Less: subscriptions receivable                                                 (4,036,200)                  --                   --
                                                                            -------------         ------------         ------------
                                                                               82,831,618           38,901,182           17,079,632
                                                                            -------------         ------------         ------------
                                                                            $ 115,536,591         $ 72,720,858         $ 43,258,425
                                                                            =============         ============         ============
</TABLE>

                 The accompanying notes are an integral part of
                    these consolidated financial statements.

                                       F-3

<PAGE>


                            W.P. Stewart & Co., Ltd.
                Combined/Consolidated Statements of Operations
              For the Years Ended December 31, 2000, 1999 and 1998

<TABLE>
<CAPTION>
                                                                            2000                    1999                    1998
                                                                            ----                    ----                    ----
<S>                                                                     <C>                     <C>                     <C>
Revenue:
  Fees                                                                  $149,350,452            $153,306,676            $121,043,040
  Commissions                                                             48,273,444              35,510,982              27,574,389
  Interest and other                                                       5,679,876               4,500,782               3,662,084
                                                                        ------------            ------------            ------------
                                                                         203,303,772             193,318,440             152,279,513
                                                                        ------------            ------------            ------------
Expenses:
  Employee compensation and benefits                                      38,545,634              37,385,006              29,718,220
  Marketing fees                                                          10,581,144              13,915,886              11,480,163
  Commissions, clearance and trading                                       9,411,648               7,973,290               7,743,118
  Research and administration                                             14,522,756              13,774,753              11,194,758
  Depreciation and amortization                                            7,537,669               3,917,782                 493,581
  Other operating                                                         12,529,425              13,187,190              10,429,558
                                                                        ------------            ------------            ------------
                                                                          93,128,276              90,153,907              71,059,398
                                                                        ------------            ------------            ------------
Income before taxes                                                      110,175,496             103,164,533              81,220,115

Provision for taxes                                                       11,029,612               8,409,958               8,654,000
                                                                        ------------            ------------            ------------
Net income                                                              $ 99,145,884            $ 94,754,575            $ 72,566,115
                                                                        ============            ============            ============
Earnings per share:

Basic earnings per share                                                $       2.37            $       2.37            $       1.89
                                                                        ============            ============            ============
Diluted earnings per share                                              $       2.18            $       2.21            $       1.80
                                                                        ============            ============            ============
</TABLE>


                 The accompanying notes are an integral part of
                these combined/consolidated financial statements.

                                       F-4


<PAGE>


                            W.P. Stewart & Co., Ltd.
       Combined/Consolidated Statement of Changes in Shareholders' Equity
              For the Years Ended December 31, 2000, 1999 and 1998

<TABLE>
<CAPTION>
                                                                Common Shares                                             Additional
                                                         ---------------------------                                      Paid -In
                                                         Shares               Amount            Subscriptions             Capital
                                                         ------               ------            -------------             -------
<S>                                                    <C>                  <C>                 <C>                   <C>
Balance at December 31, 1997                           13,995,912           $ 108,468           $        --           $  28,358,002

W.P. Stewart & Co., Inc. retired shares                (3,498,978)             (3,499)                                        3,499

Issuance of common shares, at $0.001 par value
  W.P. Stewart & Co., Ltd.                             29,321,436              29,321                                       (29,321)

Issuance of common shares, at $0.01 par value
  Capital Managers Limited Cash                         3,407,371              34,074                                       367,774

  Notes receivable                                                                                                        5,248,871

Capital Managers merger common shares
  par value adjustment                                                       (125,138)                                      125,138

W.P. Stewart & Co., Inc. merger                                                                                           2,995,831

Net income

Dividends and distributions

Issuance of common shares, at $0.001 par value
  W.P. Stewart & Co., Ltd.                                 29,915                  30

Proceeds from notes receivable for
  common shares                                       -----------           ---------           -----------           -------------

Balance at December 31, 1998                           43,255,656              43,256                    --              37,069,794

Issuance of common shares, at $0.001 par value
  Acquisitions                                          3,346,552               3,346                                    35,840,937
  Cash                                                     60,717                  60                                       708,807
  Notes receivable                                      1,144,500               1,145                                    12,735,700

Cancellation of common shares, at $0.001
  par value                                              (582,089)               (582)                                   (4,708,270)

Net income

Dividends

Other comprehensive income

Proceeds from notes receivable for
   common shares
                                                      -----------           ---------           -----------           -------------

Balance at December 31, 1999                           47,225,336              47,225                    --              81,646,968

Insurance of common shares, at $0.001 par value
  Acquisitions                                            814,000                 814                                    18,118,826
  Cash                                                     59,189                  59                                       770,582
  Notes receivable                                        107,593                 108                                     1,400,753

Subscription for common shares                                                                    4,036,200

Contingently returnable shares, no longer
  subject to repurchase                                                                                                   1,449,870

Repurchase of common shares, at $0.001 par value           (8,143)                 (8)                                     (106,012)

Cancellation of common shares, at $0.001
  par value                                              (285,863)               (286)                                   (1,798,474)

Net income

Dividends

Other comprehensive income

Proceeds from notes receivable for
  common shares

Subscriptions receivable                                                                         (4,036,200)
                                                      -----------           ---------           -----------           -------------
Balance at December 31, 2000                           47,912,112           $  47,912           $        --           $ 101,482,513
                                                      ===========           =========           ===========           =============
</TABLE>


                 The accompanying notes are an integral part of
                these combined/consolidated financial statements.

                                      F-5

<PAGE>


                            W.P. Stewart & Co., Ltd.
       Combined/Consolidated Statement of Changes in Shareholders' Equity
         For the Years Ended December 31, 2000, 1999 and 1998(continued)

<TABLE>
<CAPTION>
                                                                          Accumulated
                                                           Contingently      Other
                                                            Returnable   Comprehensive    Retained        Notes
                                                              Shares         Income       Earnings      Receivable         Total
                                                              ------         ------       --------      ----------         -----
<S>                                                       <C>             <C>          <C>             <C>             <C>
Balance at December 31, 1997                              $         --    $      --    $  6,712,981    $(19,562,620)  $  15,616,831

W.P. Stewart & Co., Inc. retired shares                                                                                          --

Issuance of common shares, at $0.001 par value
  W.P. Stewart & Co., Ltd.                                                                                                       --

Issuance of common shares, at $0.01 par value
  Capital Managers Limited Cash                                                                                             401,848
  Notes receivable                                                                                       (5,248,871)             --

Capital Managers merger common shares
  par value adjustment                                                                                                           --

W.P. Stewart & Co., Inc. merger                                                          (2,995,831)                             --

Net income                                                                               72,566,115                      72,566,115

Dividends and distributions                                                             (74,285,147)                    (74,285,147)
Issuance of common shares, at $0.001 par value
  W.P. Stewart & Co., Ltd.                                                                                                       30

Proceeds from notes receivable for
  common shares                                                                                           2,779,955       2,779,955
                                                          ------------    ---------    ------------    ------------   -------------

Balance at December 31, 1998                                        --           --       1,998,118     (22,031,536)     17,079,632

Issuance of common shares, at $0.001 par value
  Acquisitions                                             (28,061,175)                                                   7,783,108
  Cash                                                                                                                      708,867
  Notes receivable                                                                                      (12,736,845)             --

Cancellation of common shares, at $0.001
  par value                                                                                               4,708,852              --

Net income                                                                               94,754,575                      94,754,575

Dividends                                                                               (85,830,032)                    (85,830,032)

Other comprehensive income                                                  (13,920)                                        (13,920)

Proceeds from notes receivable for
  common shares                                                                                           4,418,952       4,418,952
                                                          ------------    ---------    ------------    ------------   -------------

Balance at December 31, 1999                               (28,061,175)     (13,920)     10,922,661     (25,640,577)     38,901,182

Insurance of common shares, at $0.001 par value
  Acquisitions                                             (14,495,712)                                                   3,623,928
  Cash                                                                                                                      770,641
  Notes receivable                                                                                       (1,400,861)             --

Subscription for common shares                                                                                            4,036,200

Contingently returnable shares, no longer
  subject to repurchase                                      7,015,291                                                    8,465,161

Repurchase of common shares, at $0.001 par value                                                                           (106,020)

Cancellation of common shares, at $0.001
  par value                                                                                               1,798,760              --

Net income                                                                               99,145,884                      99,145,884

Dividends                                                                               (78,437,711)                    (78,437,711)

Other comprehensive income                                                  231,333                                         231,333

Proceeds from notes receivable for
  common shares                                                                                          10,237,220      10,237,220

Subscriptions receivable                                                                                                 (4,036,200)
                                                         ------------    ----------    ------------    ------------   -------------

Balance at December 31, 2000                             $(35,541,596)   $  217,413    $ 31,630,834    $(15,005,458)  $  82,831,618
                                                         ============    ==========    ============    ============   =============
</TABLE>

                 The accompanying notes are an integral part of
                these combined/consolidated financial statements.

                                      F-6

<PAGE>


                            W.P. Stewart & Co., Ltd.
                 Combined/Consolidated Statements of Cash Flows
              For the Years Ended December 31, 2000, 1999 and 1998


<TABLE>
<CAPTION>
                                                                                    2000                1999               1998
                                                                                    ----                ----               ----
<S>                                                                        <C>                   <C>                   <C>
Cash flows from operating activities:
  Net income                                                                   $  99,145,884       $  94,754,575       $ 72,566,115
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Depreciation and amortization                                                7,537,669           3,917,782            493,581
      Equity in income of unconsolidated affiliates                                 (500,575)           (445,150)                --
  Changes in operating assets and liabilities:
      Fees receivable                                                             (2,599,811)          1,110,815           (475,098)
      Receivable from broker-dealer                                                  581,613             139,090         (1,934,043)
      Investments owned, at market                                                        --              17,870          1,935,170
      Other assets                                                                 1,794,758          (1,714,946)        (1,800,758)
      Employee compensation and benefits payable                                  (1,333,196)          1,781,169                 --
      Marketing fees payable                                                        (322,008)          1,887,797            997,059
      Taxes payable                                                                 (778,055)         (1,301,928)         3,095,500
      Professional fees payable                                                      616,098             442,549          2,018,073
      Accrued expenses and other liabilities                                       1,263,087           2,953,798           (162,092)
                                                                               -------------       -------------       ------------
         Net cash provided by operating activities                               105,405,464         103,543,421         76,733,507
                                                                               -------------       -------------       ------------
Cash flows (used in) investing activities:
  Investments in unconsolidated affiliates                                                --            (929,963)          (570,114)
  Investments, available for sale                                                     (3,300)                 --                 --
  Purchase of intangible assets                                                   (3,374,363)         (3,789,900)                --
  Receivables from affiliates, net                                                   (69,750)           (123,540)           221,393
  Investment in aircraft                                                                  --          (1,769,400)       (20,682,075)
  Purchase of furniture, equipment and leasehold improvements                     (1,858,166)         (2,276,215)          (947,756)
                                                                               -------------       -------------       ------------
         Net cash (used in) investing activities                                  (5,305,579)         (8,889,018)       (21,978,552)
                                                                               -------------       -------------       ------------
Cash flows (used for) financing activities:
  Proceeds from loans payable                                                             --           2,280,000         17,340,000
  Payments on loans payable                                                         (511,419)           (462,355)                --
  Proceeds from issuance of common shares                                            770,641             708,867            401,848
  Repurchase of common shares                                                       (106,020)                 --                 --
  Proceeds from notes receivable for common shares                                10,237,220           4,418,952          2,779,955
  Interest receivable on shareholders' notes                                         170,335            (156,210)          (105,547)
  Distributions and dividends to shareholders                                    (78,486,921)        (85,770,179)       (74,285,147)
                                                                               -------------       -------------       ------------
         Net cash (used for) financing activities                                (67,926,164)        (78,980,925)       (53,868,891)

Effect of exchange rate changes in cash                                             (201,114)            (13,920)                --
                                                                               -------------       -------------       ------------
Net increase in cash and cash equivalents                                         31,972,607          15,659,558            886,064

 Cash and cash equivalents, beginning of year                                     24,791,813           9,132,255          8,246,191
                                                                               -------------       -------------       ------------
 Cash and cash equivalents, end of year                                        $  56,764,420       $  24,791,813       $  9,132,255
                                                                               =============       =============       ============
Supplemental Disclosures of Cash Flows Information
  Cash Paid During the Period for:

         Income taxes                                                          $  10,118,293       $   7,773,786       $  5,849,535
                                                                               =============       =============       ============
         Interest expense                                                      $   1,307,480       $   1,301,584       $         --
                                                                               =============       =============       ============
</TABLE>

Supplemental Schedule of Non-cash Investing and Financing Activities:
   As discussed in Note 2, in 2000 20% of the original shares issued in
connection with our acquisitions of NS Money Management (Bermuda) Limited, First
Long Island Investors, Inc. and TPRS Services N.V. ceased to be subject to
repurchase, and were recorded with a fair value of $2,340,553, $3,124,800 and
$2,999,808, respectively. In addition, as discussed in Note 2, the Company
issued common shares with a fair value of $3,623,928 to acquire the remaining
50% of TPRS Services N.V. In 1999 the Company issued common shares with a fair
value of $1,939,675, $ 2,589,600, $2,486,016 and $299,628 to acquire its
investments in NS Money Management (Bermuda) Limited, First Long Island
Investors, Inc., TPRS Services N.V. and Bowen Asia Limited, respectively.
   As discussed in Note 10, the Company issued common shares for notes
receivable for the years ended December 31, 2000, 1999 and 1998, in the amounts
of $1,400,861, $12,736,845 and $5,248,871, respectively, and cancelled
outstanding notes of $1,798,760 and $4,708,852 for the years ended December 31,
2000 and 1999, respectively.
   At December 31, 2000 and 1999, the Company had dividends payable to
   shareholders of $10,643 and $59,853, respectively.
   As discussed in Note 9, the Company had subscriptions for 310,000 common
   shares at December 31, 2000.

                 The accompanying notes are an integral part of
                these combined/consolidated financial statements.

                                      F-7

<PAGE>


NOTES TO THE COMBINED/CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1: BASIS OF PRESENTATION

The accompanying  combined/consolidated  financial  statements of W.P. Stewart &
Co., Ltd., formerly Global Reach Limited, a Bermuda exempt company  incorporated
on August 16, 1996 and a registered  investment  adviser under the United States
of America ("US") Investment Advisers Act of 1940, as amended ("WPS & Co., Ltd."
and,  together  with its  subsidiaries  and  predecessors,  the  "Company")  are
presented on a combined/consolidated basis and include the historical operations
of the Company.

For the year  ended  December  31,  1998,  the  Company's  combined/consolidated
statement of operations  includes the statement of operations of W.P.  Stewart &
Co.,  Inc.  for the period from  January 1, 1998  through  June 30, 1998 and the
consolidated  statement of operations of W.P. Stewart & Co., Ltd. for the period
from July 1, 1998  through  December  31, 1998  combined  with the  consolidated
statement of operations of Capital  Managers  Limited  (formerly W.P.  Stewart &
Co.,  Ltd.) for the period from January 1, 1998 through  October 31, 1998.  (see
Note 2)

NOTE 2: BACKGROUND AND ORGANIZATION

For the years ended December 31, 2000, 1999 and 1998, the  combined/consolidated
Company consisted of several worldwide affiliated entities under common control,
which provide investment advisory and related securities brokerage services. The
Company's  revenues  will  fluctuate  based upon the market  performance  of its
client's  investments in US and European financial  markets.  The background and
organization  of the entities  presented in the Company's  combined/consolidated
financial statements is as follows:

The Company's subsidiaries and affiliates include:

W.P. Stewart Asset Management Ltd.  ("WPSAM"),  formerly W.P. Stewart & Company,
Limited,  a wholly-owned  subsidiary,  which was incorporated in Bermuda on July
10, 1995 and is an investment adviser for clients throughout the world.

W.P.  Stewart   Securities  Limited   ("WPSSL"),   a  wholly-owned   subsidiary,
incorporated  as an exempt company under the laws of Bermuda on January 2, 1996.
WPSSL acts as an introducing  broker,  clearing all transactions  with, and for,
customers of its  affiliates on a  fully-disclosed  basis through an independent
clearing broker.  WPSSL is a registered  broker-dealer under the U.S. Securities
Exchange Act of 1934, as amended, and is a member of the National Association of
Securities Dealers.

W.P. Stewart Fund Management Limited ("WPS Dublin"),  a wholly-owned  subsidiary
of WPSAM,  was incorporated in Ireland on January 27, 1997. The primary business
of WPS Dublin is providing management and administrative  services to investment
funds.  WPS Dublin is the  manager of W.P.  Stewart  Funds plc and W.P.  Stewart
Global Fund plc, two umbrella-type  open-ended investment companies regulated by
the Central Bank of Ireland.

W.P.  Stewart  &  Co.,  Inc.  ("WPSI"),   formerly  WPS  III,  Inc.,  which  was
incorporated in Delaware on May 15, 1998 and became a wholly-owned subsidiary of
WPS & Co., Ltd. on June 30, 1998. WPSI is a registered  investment adviser under
the US Investment  Advisers Act of 1940.  Its  principal  business is to provide
investment research and sub-advisory services to the Company.

W.P.  Stewart & Co. (Europe),  Ltd. ("WPS Europe")  formerly W.P. Stewart Global
Management,  Ltd., is a wholly-owned subsidiary of the Company and was formed on
September 14, 1998 in the United Kingdom under the laws of England and Wales, as
a private limited company. WPS Europe is a member


                                      F-8


<PAGE>


of and regulated by the Investment  Management  Regulatory  Organisation Limited
("IMRO").   Its  principal  business  is  to  provide  investment  research  and
sub-advisory services to the Company.

WPS Aviation  Holdings LLC ("WPS  Aviation")  was formed in Delaware on November
12, 1998, and is a wholly-owned subsidiary of WPSI.

W.P. Stewart & Co., Inc. ("Historic WPS") was incorporated in Delaware on August
2,  1973.  Historic  WPS  was a  registered  investment  adviser  under  the  US
Investment Advisers Act of 1940 and provided  investment  management services to
high net worth  individuals and institutions  from its inception until it ceased
operations on June 30, 1998.

Global  Reach  Limited  ("Global  Reach"),   a  Bermuda  holding  company,   was
incorporated  as an exempt company under the laws of Bermuda on August 16, 1996.
On October 21, 1997,  Global Reach changed its name to W.P.  Stewart & Co., Ltd.
("WPSCL")  and on March 13,  1998,  WPSCL  changed its name to Capital  Managers
Limited ("Capital Managers").

Global Consolidation Activities

On June 30, 1998,  the  shareholders  of Historic WPS exchanged all 3,498,978 of
their shares for 29,321,436 shares (an exchange ratio of 8.38:1) of WPS II, Inc.
WPS  II,  Inc.  is a  holding  company  that  is  owned  ratably  by the  former
shareholders of Historic WPS. Tendered shares of Historic WPS were retired,  and
WPS II, Inc. thus became the sole shareholder of Historic WPS.

In an amalgamation and merger  effective July 1, 1998, WPS II, Inc.  transferred
all of its  net  operating  assets  and  the  continuing  investment  management
business of Historic WPS to WPS & Co., Ltd., the surviving  entity. In exchange,
WPS II, Inc. received 29,321,436 shares of WPS & Co., Ltd.

On October 30, 1998,  Capital  Managers  merged into WPS & Co.,  Ltd. WPS & Co.,
Ltd. exchanged its shares, on a one-for-one basis, for all outstanding shares of
Capital Managers and remained in existence as the surviving  entity. As a result
of the merger, on October 30, 1998, WPS & Co., Ltd. became the sole owner of all
of the subsidiary entities of Capital Managers.

Recent Acquisitions

On May 19, 1999, the Company  consummated  its acquisition of 50% of the capital
stock of TPRS Services N.V.  ("TPRS"),  a newly formed  Curacao  company that is
engaged in marketing of investment  services,  in exchange for 1,152,000  common
shares of the Company,  subject to repurchase  provisions.  On December 29, 2000
the Company consummated its acquisition of the remaining 50% of TPRS in exchange
for 814,000 common shares of the Company, subject to repurchase provisions.

On  June  1,  1999,  the  Company  consummated  its  acquisition  of  all of the
outstanding capital shares of NS Money Management  (Bermuda) Limited,  currently
known as NS Money  Management  Ltd.  ("NSMM"),  a Bermuda  holding  company,  in
exchange  for  898,831  common  shares of the  Company,  subject  to  repurchase
provisions.   NSMM  operates  as  an  investment  adviser  for  clients  located
throughout the world.

On  October 1, 1999,  the  Company  consummated  its  acquisition  of all of the
outstanding capital stock of First Long Island Investors,  Inc. ("FLII") a newly
formed company engaged in marketing of investment services, in consideration for
1,200,000  common  shares of the  Company,  subject  to  repurchase  provisions.
Operations of this entity continue under the name W.P.  Stewart Asset Management
(NA), Inc.

The  repurchase  provisions of the TPRS,  NSMM and FLII  acquisition  agreements
specify that 80% of the Company's  common shares issued in connection  therewith
can be  repurchased  ("contingently  returnable  shares")  at par  value  by the
Company up to a maximum of 20% per year as of  January 1, 2000,  2001,


                                      F-9


<PAGE>


2002 and 2003,  except in the case of the  December  29,  2000 TPRS  acquisition
where the reference dates are July 1, 2001, 2002, 2003 and 2004, if assets under
management which were part of the acquisitions  decrease below defined reference
amounts at the specified dates.

The recorded purchase price for each acquisition is determined by the sum of:

1.  the  number of shares  issued  on  acquisition  not  subject  to  repurchase
    multiplied  by the fair value of each of those shares at  acquisition  date;
    and

2.  the  number  of  shares  that  cease to be  subject  to  repurchase  at each
    anniversary  date  multiplied  by the fair value of each of those  shares at
    that date; and

3.  the cumulative cash dividends paid on shares subject to repurchase.

The shares issued in connection with the TPRS, NSMM and FLII  acquisitions  were
initially  reported  in  shareholders'  equity  (within  share  capital and as a
contra-equity  account  captioned  contingently   returnable  shares)  at  their
issuance prices as of the dates the acquisitions were consummated.  On the dates
on which the contingently  returnable  shares cease to be subject to repurchase,
the  contra-equity  account is relieved and any  difference  between the initial
issue price and the then current fair value of the shares is charged or credited
to additional  paid-in  capital.  Cash  dividends on shares no longer subject to
repurchase are recorded as a reduction of shareholders' equity.

The following  table shows  information  for each  acquisition as of and for the
year ended December 31, 2000.

<TABLE>
<CAPTION>
                                                                         Cash
                                                                       Dividends
                                                                        Paid on
                  Aggregate        Shares Not       Contingently      Contingently        Purchase         Intangible
                  Number of        Subject to        Returnable        Returnable           Price         Amortization
Acquisition         Shares         Repurchase          Shares            Shares          Allocation       for the Year
-----------         ------         ----------          ------            ------          ----------       ------------
<S>               <C>              <C>               <C>              <C>                <C>               <C>
TPRS              1,966,000          623,600         1,342,400        $ 1,195,776        $12,208,632       $  534,783
NSMM                898,831          359,532           539,299            932,987          5,821,131          299,671
FLII              1,200,000          480,000           720,000          1,245,600          7,968,688          557,922
                  ---------        ---------        ----------        -----------        -----------       ----------
                  4,064,831        1,463,132         2,601,699        $ 3,374,363        $25,998,451       $1,392,376
                  =========        =========        ==========        ===========        ===========       ==========
</TABLE>


                                      F-10


<PAGE>


The following  table shows  information  for each  acquisition as of and for the
year ended December 31, 1999.

<TABLE>
<CAPTION>
                                                                        Cash
                                                                      Dividends
                                                                       Paid on
                 Aggregate        Shares Not       Contingently      Contingently        Purchase         Intangible
                 Number of        Subject to        Returnable        Returnable           Price         Amortization
Acquisition        Shares         Repurchase          Shares            Shares          Allocation       for the Year
-----------        ------         ----------          ------            ------          ----------       ------------
<S>              <C>              <C>               <C>              <C>                <C>               <C>
TPRS             1,152,000          230,400           921,600        $ 1,327,104        $ 4,389,120       $135,334
NSMM               898,831          179,766           719,065          1,035,453          2,547,591         74,305
FLII             1,200,000          240,000           960,000            432,000          3,598,288         54,107
                 ---------        ---------        ----------        -----------        -----------       --------
                 3,250,831          650,166         2,600,665        $ 2,794,557        $10,534,999       $263,746
                 =========        =========        ==========        ===========        ===========       ========
</TABLE>

NOTE 3: ACCOUNTING POLICIES

These  combined/consolidated  financial  statements  are presented in conformity
with accounting principles generally accepted in the US. The functional currency
for the Company and its  affiliates  is the US dollar with the  exception of WPS
Europe for which the pound sterling is the functional currency.

The  process  of  preparing   combined/consolidated   financial   statements  in
conformity  with  generally  accepted  accounting  principles in the US requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities  and disclosures of contingent  assets and liabilities at
the  dates of the  combined/consolidated  financial  statements,  as well as the
reported  amounts of revenue and expenses during the reporting  periods.  Actual
results may differ from those estimates.

Principles of Consolidation

The  Company  consolidates  all  affiliated  entities in which it has a majority
ownership interest or maintains  effective control.  All material  inter-company
transactions have been eliminated.

Business Combinations

The Company's policy is to account for purchase business  combinations as of the
date the acquisitions are consummated.

Cash and Cash Equivalents

The Company  considers cash in banks,  money market funds and short-term  highly
liquid investments with an original maturity of three months or less at the date
of purchase to be cash  equivalents.  The Company  custodied the majority of its
cash  as  of  December   31,   2000  and  1999  at  The  Bank  of   Bermuda,   a
Bermuda-domiciled  bank,  and is  exposed  to credit  risk  resulting  from this
concentration of cash.

Investments in Unconsolidated Affiliates

The Company  includes its  investments in the common stock of investees in which
it owns between 20-50% in the caption "Investments in Unconsolidated Affiliates"
and accounts for such investments under the equity method of accounting.


                                      F-11


<PAGE>


Investments, Available for Sale

Investments in equity securities have been classified as "available for sale" in
accordance with Statement of Financial Accounting Standards No. 115, "Accounting
for  Certain  Investments  in Debt and  Equity  Securities"  and,  as such,  are
recorded at quoted  market  values.  Transactions  are  recorded on a trade date
basis.   Unrealized   gains  and  losses  are  recorded  in  accumulated   other
comprehensive income within shareholders' equity.

Furniture, Equipment, Leasehold Improvements and Investment in Aircraft

Furniture,  equipment,  leasehold  improvements  and  investment in aircraft are
stated at cost less accumulated  depreciation and amortization.  Depreciation is
computed using  straight-line and accelerated  methods over the estimated useful
lives of the assets.  Software  costs are  amortized  over a three year  period.
Leasehold  improvements  are amortized over the shorter of the lease term or the
estimated  life of the  improvements.  The  aircraft  is  depreciated  using  an
accelerated method over seven years.

Revenue Recognition

Fees

Fees for the  management of client  accounts are based on terms stated in client
contracts and are based upon a percentage of assets under management  determined
as of the last day of the prior quarter as specified in the contracts.  Fees are
recognized  in the period in which they are  earned.  Included  within  fees are
performance   fees  which  the  company  earns  in  accordance   with  specified
performance terms in certain client contracts.  Performance fees are recorded as
of the date on which they are earned.

Commissions

Commissions on brokerage  activities and related trading costs are recorded on a
trade date basis.

Income Taxes

The  Company  uses the asset and  liability  method  required  by  Statement  of
Financial  Accounting  Standards  No. 109  "Accounting  for Income Taxes" ("SFAS
109"),  to record  income taxes.  SFAS 109 states that  "deferred tax assets and
liabilities  are recognized  principally  for the expected tax  consequences  of
temporary  differences between the tax bases of assets and liabilities and their
reported amounts".  A valuation  allowance is established to reduce deferred tax
assets to amounts that are expected to be realized.

Foreign Currency Translation

The Company  accounts  for  foreign  currency  translation  in  accordance  with
Statement  of  Financial   Accounting   Standards  No.  52,  "Foreign   Currency
Translation".  Assets and  liabilities  are  translated  at the exchange rate in
effect at year-end, and revenue and expenses are translated at the average rates
of exchange  prevailing  during the year. Gains or losses resulting from foreign
currency  transactions  are  included in net income.  The United  States  dollar
effect that arises from  translating the net assets of WPS Europe is recorded in
accumulated other  comprehensive  income, a separate  component of shareholders'
equity.

Intangible Assets

Customer lists are amortized on a  straight-line  basis over 15 years.  Goodwill
arising from the Company's recent  acquisitions (see Note 2) is accounted for by
the purchase method and is amortized on a straight-


                                      F-12


<PAGE>


line basis over 20 years.  The  carrying  value of the  intangibles  acquired is
reviewed for impairment  whenever  events or changes in  circumstances  indicate
that they may not be recoverable based upon expectations of future  undiscounted
cash flows over their remaining lives.  Where the undiscounted cash flow is less
than the carrying  amount of the asset,  an impairment  loss will be recognized.
The loss  will be the  difference  between  the fair  value of the asset and the
carrying value of the asset.

Earnings Per Share

Basic  earnings per share is computed by dividing the net income  applicable  to
common shares outstanding by the weighted average number of shares  outstanding,
excluding unvested employee and contingently returnable shares. Diluted earnings
per share is computed  using the same method as basic  earnings  per share,  but
also reflects the impact of contingently  returnable  shares and unvested shares
issued to employees of the Company or its  affiliates  using the treasury  stock
method.

Business Segments

The Company  operates  predominantly  in one business  segment,  the  investment
advisory and asset management industry.

Reclassification of Comparative Financial Statements

Certain prior year amounts have been  reclassified  to conform with current year
presentation.

New Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards No. 133 "Accounting for Derivative Instruments
and Hedging Activities" ("SFAS 133"). In June 1999, the FASB issued Statement of
Financial Accounting  Standards No. 137, "Accounting for Derivative  Instruments
and Hedging  Activities - Deferral of the Effective  Date of FASB  Statement No.
133". In June 2000, the FASB issued Statement of Financial  Accounting Standards
No. 138,  "Accounting  for Certain  Derivative  Instruments  and Certain Hedging
Activities",  which amends  certain  provisions  of SFAS 133.  These  Statements
establish  accounting and reporting  standards  requiring that all  derivatives,
including  certain  derivative  instruments  embedded  in  other  contracts,  be
recorded on the balance  sheet as either an asset or liability  measured at fair
value and that changes in fair value be recognized currently in earnings, unless
specific hedge accounting  criteria are met. These  Statements  become effective
for the Company on January 1, 2001.

In September 2000, the FASB issued Statement of Financial  Accounting  Standards
No. 140,  "Accounting  for  Transfers  and  Servicing  of  Financial  Assets and
Extinguishment of Liabilities"  ("SFAS 140"). SFAS 140 revises the standards for
accounting  for  securitizations  and other  transfers of  financial  assets and
collateral  and requires  certain  disclosures,  but it carries over most of the
provisions of Statement of Financial  Accounting  Standards No. 125, "Accounting
for  Transfers  and  Servicing  of  Financial  Assets  and   Extinguishments  of
Liabilities",  without reconsideration.  SFAS 140 is effective for transfers and
servicing of financial assets and extinguishment of liabilities  occurring after
March  31,  2001.  In  addition,  SFAS  140 is  effective  for  recognition  and
reclassification  of collateral and for disclosures  relating to  securitization
transactions and collateral for fiscal years ending after December 15, 2000.

The Company does not anticipate  that the  application of the provisions of SFAS
133 or SFAS  140  will  have a  material  impact  on the  Company's  results  of
operations or financial position.

Effective  as of January 1, 2000,  the Company  adopted  Statement  of Financial
Accounting   Standards  No.  136,   "Transfer  of  Assets  to  a  Not-for-Profit
Organization or Charitable Trust That Raises or Holds  Contributions for Others"
("SFAS 136"). This Statement did not have any impact on the Company.


                                      F-13


<PAGE>

NOTE 4: EARNINGS PER SHARE
<TABLE>
<CAPTION>
                                                               2000                1999                 1998
                                                               ----                ----                 ----
<S>                                                        <C>                  <C>                  <C>
Basic Earnings Per Share:
Net income                                                 $99,145,884          $94,754,575          $72,566,115
                                                           ===========          ===========          ===========
Weighted average basic shares outstanding                   41,873,418           40,035,574           38,374,290
                                                           -----------          -----------          -----------
Net income per share                                       $      2.37          $      2.37          $      1.89
                                                           ===========          ===========          ===========
Diluted Earnings Per Share:
Net income                                                 $99,145,884          $94,754,575          $72,566,115
                                                           ===========          ===========          ===========
Weighted average basic shares outstanding                   41,873,418           40,035,574           38,374,290

Add:  Unvested and contingently returnable shares            3,650,203            2,827,964            2,041,286
                                                           -----------          -----------          -----------

Weighted average diluted shares outstanding                 45,523,621           42,863,538           40,415,576
                                                           -----------          -----------          -----------
Net income per share                                       $      2.18          $      2.21          $      1.80
                                                           ===========          ===========          ===========
</TABLE>

Basic  earnings per share is computed by dividing the net income  applicable  to
common shares outstanding by the weighted average number of shares  outstanding,
excluding unvested employee and contingently returnable shares. Diluted earnings
per share is computed  using the same method as basic  earnings  per share,  but
also reflects the impact of contingently  returnable  shares and unvested shares
issued to employees of the Company or its  affiliates  using the treasury  stock
method.

On December 31, 2000, 1999 and 1998,  respectively,  47,912,112,  47,225,336 and
43,255,656  shares were issued and  outstanding.  The shareholders of record are
entitled to full  voting  rights (see Note 11) and  dividends  on these  shares;
2,515,657, 3,797,477 and 4,042,399 of these shares were unvested and held by the
Company's  or  affiliates'  employees  on  December  31,  2000,  1999 and  1998,
respectively.

NOTE 5: COMPREHENSIVE INCOME

The following table details the components of comprehensive  income as described
in Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive
Income".

<TABLE>
<CAPTION>
                                                       2000                   1999                   1998
                                                       ----                   ----                   ----
<S>                                                <C>                    <C>                    <C>
Net income                                         $ 99,145,884           $ 94,754,575           $72,566,115
Other comprehensive income, net of tax
   Unrealized gains on marketable investments           432,447                     --                    --
   Foreign currency translation adjustment             (215,034)               (13,920)                   --
                                                   ------------           ------------           -----------
Comprehensive income                               $ 99,363,297           $ 94,740,655           $72,566,115
                                                   ============           ============           ===========
</TABLE>


                                      F-14


<PAGE>

NOTE 6:       INVESTMENTS IN UNCONSOLIDATED AFFILIATES

Investments in unconsolidated affiliates include the following:

<TABLE>
<CAPTION>
                                                2000                    1999                  1998
                                                ----                    ----                  ----
<S>                                          <C>                    <C>                    <C>
Investment in TPRS Services, N.V                     --             $4,698,936                     --
Investment in Bowen Asia Limited             $2,641,387              1,629,591             $  400,000
Investment in Kirk Management Ltd.            1,007,911                861,455                861,454
                                             ----------             ----------             ----------

Total                                        $3,649,298             $7,189,982             $1,261,454
                                             ==========             ==========             ==========
</TABLE>


Bowen Asia Limited  ("Bowen"),  is a company  incorporated in the British Virgin
Islands.  As of  January 1, 1998 the  Company  held a 22.5%  interest  in Bowen.
During the year ended  December 31, 1999,  the Company  purchased an  additional
interest in Bowen for  $1,229,591  ($929,963  and 27,769 shares of the Company),
increasing the Company's investment to 40%.

The Company  owns a 40%  interest in Kirk  Management  Ltd., a real estate joint
venture  incorporated  in Bermuda.  Kirk  Management  Ltd.  owns Trinity Hall, a
building  located in Hamilton,  Bermuda  which is leased by the Company from the
joint venture, and serves as the Company's headquarters.

In connection  with our  acquisition  of TPRS, TPR & Partners NV and TPR Curacao
N.V.  (the  sellers) in 1999 signed a promissory  note to WPSAM in the amount of
$2,750,000.  The note  bore  interest  at the rate of  6.625%  per annum and was
collateralized  by shares of W.P. Stewart & Co., Ltd. issued in the acquisition.
The terms of the repayment provided for quarterly  installments of principal and
nterest  commencing on October 20, 1999.  During December 2000, this amount was
repaid in full.

NOTE 7: RELATED PARTY TRANSACTIONS

Research and  administrative  expenses  include travel expenses of approximately
$2,302,000,  $3,352,700  and  $2,747,000  for the years ended December 31, 2000,
1999 and 1998,  respectively,  paid to Shamrock Aviation,  Inc. ("Shamrock"),  a
company owned by principal  shareholders  of the Company (see Note 8). The terms
of an operating  agreement  with  Shamrock in effect during the period from 1996
until  April  30,  1999   provided  that  the  Company  would  pay  to  Shamrock
approximately  $175,000  per month for the use of  airplanes  owned by Shamrock.
Since April 30, 1999,  the Company has  continued  to use one airplane  owned by
Shamrock and has compensated Shamrock for its use by paying charter fees.

The Company has entered into an agreement pursuant to which an entity affiliated
with Shamrock has agreed to provide operational and maintenance services at cost
for the  Challenger  aircraft  owned by the Company  (see Note 8).  These costs,
reflected  in  research  and  administration  expenses,   include  approximately
$2,141,700  and  $1,683,900  for the years  ended  December  31,  2000 and 1999,
respectively.

Included in other assets at December 31, 1998, is a non-interest bearing advance
in the amount of  $1,630,000,  which is due from Shamrock in connection  with an
aircraft  purchase  made at the request of WPSI for the use of WPSI.  The amount
was repaid in full in June 1999.

A portion of the office space  located in New York  includes  space  occupied by
Stewart  family  interests.  WPSI is  reimbursed on a monthly basis for rent and
other  costs  associated  with the  space.  Such  costs  approximated  $184,900,
$257,400  and $237,000  for the years ended  December  31, 2000,  1999 and 1998,
respectively.


                                      F-15


<PAGE>


WPS Dublin serves as the  investment  manager to an Irish fund solely advised by
WPS  Investissements  S.A.,  a  Swiss  investment  money  management  firm.  WPS
Investissements  S.A. is  principally  owned by Mr.  William P.  Stewart  III, a
beneficial  owner of a minority  interest  in the  Company.  The  Company has no
ownership  interest  in either the Irish fund or WPS  Investissements  S.A.  WPS
Dublin collects and remits to WPS Investissements  S.A. all of the advisory fees
in respect of such fund. Such fees amounted to $327,711, $1,222,915 and $515,601
for the years ended December 31, 2000, 1999 and 1998, respectively. In addition,
the Company pays WPS Investissements S.A. a portion of the brokerage commissions
charged to the fund from securities transactions for such fund. Such commissions
amounted to $20,089,  $20,585 and $43,125 for the years ended December 31, 2000,
1999 and 1998, respectively.

The Company pays Bowen,  a principal  owner of which is a beneficial  owner of a
minority  interest in the  Company,  fees for  solicitation,  sub-advisory,  and
research services.  Such costs approximated $520,900,  $491,000 and $218,000 for
the years ended December 31, 2000, 1999 and 1998, respectively. During 2000, the
Company entered into an agreement with Bowen Capital Management, an affiliate of
Bowen Asia Limited,  which will entitle the Company to receive solicitation fees
for client referrals to Bowen Capital Management.  Total fees under the terms of
this agreement for the year ended December 31, 2000 are $30,539.

The Company accrued a contribution of approximately  $484,000 for the year ended
December  31,  1999,  which was paid on March 15,  2000,  and  contributed  $1.7
million on December 31, 1998 to the W.P.  Stewart & Co.  Foundation,  Inc.  (the
"Foundation"), a private charitable foundation incorporated on December 7, 1998.
The  Foundation  makes  charitable  grants  at  the  discretion  of a  committee
appointed  by the  Foundation's  board from members of the board of directors of
WPSI and WPS & Co., Ltd.  This  committee has been created to monitor and direct
the Company's charitable activities.

The  Company  pays TPRS fees for  marketing  services.  These fees  amounted  to
approximately  $5,694,885  and  $1,840,000 for the years ended December 31, 2000
and 1999, respectively.  Inter-company  eliminations of approximately $2,847,443
and $920,000  resulting  from the Company's 50% ownership in TPRS up to December
29, 2000,  resulted in a net expense to the Company of  $2,847,442  and $920,000
for the years ended December 31, 2000 and 1999, respectively.

Certain  directors  of the Company  have served as directors of funds from which
the Company has received investment advisory fees and commissions. Such fees and
commissions  were  $11,629,389,  $14,706,927 and $11,022,989 for the years ended
December 31, 2000, 1999 and 1998, respectively.

Included in receivables  from affiliates is a subordinated  loan of $212,526 and
accrued  interest on such loan in the amount of $17,416 due from Kirk Management
Ltd.,  a 40%  unconsolidated  affiliate  of the  Company.  The loan has no fixed
repayment date.

In connection with the Company's  initial public offering  completed in December
2000, the Company has been reimbursed by the selling  shareholders in the amount
of $2,500,000.

NOTE 8: LONG-TERM DEBT

On December 16, 1998,  WPS Aviation  assumed  from  Shamrock  Aviation,  all the
rights and obligations of a purchase agreement ("Challenger Purchase Agreement")
dated July 8, 1998,  relating to the  purchase of a Canadair  604  Aircraft.  On
December  17,  1998,  WPS  Aviation  entered  into a 10  year,  amortizing  loan
agreement with General Electric  Capital  Corporation to finance the obligations
of the  Challenger  Purchase  Agreement.  The loan was for the  principal sum of
$17,340,000  at a fixed  interest  rate  of  6.87%  to be  paid  in 120  monthly
installments  of principal and interest of $133,326 and a final  installment  of
$11,621,076  plus any  outstanding  principal  and  interest.  The first monthly
periodic  installment  was due


                                      F-16


<PAGE>


and paid on January 17, 1999 and the remaining installments were and are due and
payable on the same day of each succeeding month.

On  February  10,  1999,  WPS  Aviation  entered  into an  additional  10  year,
amortizing  loan agreement with General  Electric  Capital  Corporation  for the
principal  sum of  $757,382 at a fixed  interest  rate of 6.89% to be paid in an
initial  installment  of $1,015 and 118 monthly  installments  of principal  and
interest  of $5,869 and a final  installment  of $507,635  plus any  outstanding
principal and interest. The first monthly periodic installment was paid on March
17, 1999 and the remaining installments were and are due and payable on the same
day of each succeeding month.

On March 30, 1999, WPS Aviation  entered into an additional 10 year,  amortizing
loan agreement with General Electric  Capital  Corporation for the principal sum
of  $1,522,618  at a fixed  interest  rate  of  7.35%  to be paid in an  initial
installment of $5,285 and 116 monthly  installments of principal and interest of
$12,380 and a final installment of $1,021,114 plus any outstanding principal and
interest.  The first monthly  periodic  installment was paid on May 17, 1999 and
the remaining  installments were and are due and payable on the same day of each
succeeding month.

Future principal payments on the loans as of December 31, 2000 are as follows:

          2001                                      $547,769
          2002                                       586,833
          2003                                       628,683
          2004                                       673,519
          2005                                       721,554
          Thereafter (through 2009)               15,487,868
                                                 -----------
                                                 $18,646,226
                                                 ===========

All loans are collateralized by the Challenger aircraft.

Interest expense on these loans totaled  $1,307,480 and $1,301,584 for the years
ended December 31, 2000 and 1999, respectively.

The fair value of these loans based on  discounted  cash flow  techniques  as of
December 31, 2000 amounts to $18 million.

Provisions  of the loan  agreements  require  the  Company to  maintain  certain
financial  ratios and a minimum  level of $15 million of tangible  net worth (as
defined in the loan agreements).

NOTE 9: COMMITMENTS AND CONTINGENCIES

At December 31, 2000, the Company was contingently  liable on three  irrevocable
standby  letters of credit.  One letter of credit is in the amount of $1,000,000
in favor of Wachovia  Corporate  Services Inc.  ("Wachovia") and  collateralizes
amounts  received  from the Company's  clients that Wachovia  wires daily to the
Company's account at The Bank of Bermuda.  The second letter of credit is in the
amount of $200,000,  in favor of WPSI's landlord.  The third letter of credit is
in the amount of  $699,033  in favor of WPS  Europe's  landlord.  This amount is
guaranteed by the Company, and is secured by a fixed deposit cash account, which
will remain intact over the term of the lease. This amount is reflected in other
assets at December 31, 2000 and 1999.

In February 1999,  the Company  entered into an agreement with Shamrock in which
Shamrock  agreed to delay the sale of an aircraft owned by Shamrock so that such
aircraft will continue to be available for use in the Company's business. At the
same time,  Shamrock  agreed to  release  WPSI from any and all


                                      F-17


<PAGE>


obligations  to  participate  in  the  purchase  of an  additional  aircraft  of
approximately  $37 million,  delivery of which is scheduled  for early 2001.  In
return,  the Company has agreed to  indemnify  Shamrock for any loss in value of
the  aircraft  Shamrock has agreed not to sell from the time the  agreement  was
made until the  aircraft is sold or replaced.  The value of that  aircraft as of
the  date  of  Shamrock's  agreement  with  the  Company  was  estimated  to  be
$27,000,000.  Based upon that appraisal  received,  management  does not believe
that this  agreement  will have any  material  adverse  effect on the  financial
condition or results of operations of the Company.

WPSSL  conducts  business  with a  clearing  broker on  behalf of its  customers
subject to a clearing  agreement.  WPSSL  earns  commissions  as an  introducing
broker for the  transactions of its customers,  which are normally  settled on a
delivery-against-settlement  basis.  Under  the  clearing  agreement,  WPSSL has
agreed to indemnify  the clearing  broker for  non-performance  by any customers
introduced  by WPSSL.  WPSSL is  subject to credit  risk to the extent  that the
clearing broker may be unable to repay amounts owed.

The Company  accepted  subscriptions  from employees to purchase  310,000 common
shares,  at  an  aggregate  purchase  price  of  $4,036,200.   Pursuant  to  the
subscription agreements,  the employees' right to receive shares was not subject
to sale, assignment or transfer. All shares were issued on February 1, 2001.

NOTE 10: NOTES RECEIVABLE FOR COMMON SHARES

In  connection  with the  issuance  of  shares  to  employees  of the  Company's
predecessor the Company received collateralized  promissory notes. The notes are
full recourse,  bear interest at 6.5% or 10% per annum and are collateralized by
the shares  issued.  The principal  amount of such notes is payable in quarterly
installments until paid in full. Each principal  payment,  as defined in each of
the promissory  notes, is generally paid in an amount equal to  one-fifteenth or
one  twenty-eighth  of the  original  purchase  amount  reduced  by any  prepaid
principal  amount.  However,  if the amount of the Company's  distributions,  as
defined in the pledge and  assignment  agreement  between the  borrower  and the
Company, payable to the borrowers for the calendar quarter immediately preceding
the relevant  payment date, is not  sufficient to pay the principal and interest
payments due, the borrowers  must make a principal  payment equal to the greater
of the amount  equal to the  assigned  payment,  as defined,  less the  interest
payment due or an amount equal to one  twenty-third  of the  original  principal
amount reduced by any prepaid principal amount.

In  connection  with the  issuance  of shares  subsequent  to October 1, 1997 to
employees  of the Company and to employees  of certain  affiliates,  the Company
received  collateralized  promissory  notes.  The notes are full recourse,  bear
interest  at 10% per annum and are  collateralized  by the shares  issued.  Each
principal  payment,  as defined in each of the promissory notes, is equal to one
twenty-eighth of the total outstanding note receivable.

Pursuant to  employee  purchase  agreements  for common  shares,  in the event a
purchaser,  as  defined,  is not in the  employment  of,  or does not serve as a
director of, the Company or any of its  affiliates,  the purchaser,  as defined,
shall  transfer  to the Company all rights to shares that have not vested at the
time of  such  termination.  The  remaining  balance  of the  outstanding  notes
receivable related to the unvested shares shall be abated.

On April 1, 1998, Capital Managers issued an additional 761,810 common shares to
certain  employees and employees of affiliates,  for installment  notes totaling
$5,248,871.  The installment  notes are full recourse,  bear interest at 10% per
annum and are collateralized by the shares issued.  Each principal  payment,  as
defined in each of the promissory  notes, is equal to one  twenty-eighth  of the
total  outstanding  note  receivable.  The repayment terms associated with these
notes are the same as described  for all notes issued  subsequent  to October 1,
1997.


                                      F-18


<PAGE>


In  connection  with the  merger of Capital  Managers  into WPS & Co.,  Ltd.  on
October 31, 1998, all of the Capital Managers  outstanding  notes receivable for
common shares were transferred to WPS & Co., Ltd.

During the year ended  December  31,  1999,  the  Company  issued an  additional
1,144,500  common  shares,  to certain  employees  and  employees of  affiliated
entities, for installment notes totaling $12,736,845.  The installment notes are
full  recourse,  bear  interest at 10% per annum and are  collateralized  by the
shares  issued.  Each  principal  payment,  as defined in each of the promissory
notes, is equal to one  twenty-eighth of the total  outstanding note receivable.
The repayment  terms  associated  with these notes are the same as described for
all notes issued subsequent to October 1, 1997.

In addition,  pursuant to the terms of the purchase agreements,  during the year
ended December 31, 1999, 582,089 unvested common shares of former employees were
repurchased and their installment notes totaling $4,708,852 were abated.

During the year ended  December  31,  2000,  the  Company  issued an  additional
107,593  common  shares,  to  certain  employees  and  employees  of  affiliated
entities,  for installment notes totaling $1,400,861.  The installment notes are
full  recourse,  bear  interest at 10% per annum and are  collateralized  by the
shares  issued.  Each  principal  payment,  as defined in each of the promissory
notes, is equal to one  twenty-eighth of the total  outstanding note receivable.
The repayment  terms  associated  with these notes are the same as described for
all notes issued subsequent to October 1, 1997.

In addition,  pursuant to the terms of the purchase agreements,  during the year
ended December 31, 2000, 285,863 unvested common shares of former employees were
repurchased and their installment notes totaling $1,798,760 were abated.

All the common shares issued above are subject to vesting provisions.

Future minimum payments  expected to be received on the notes as of December 31,
2000 are as follows:

          2001                                     $3,221,470
          2002                                      2,910,474
          2003                                      2,915,495
          2004                                      2,921,038
          2005                                      2,017,787
          Thereafter (through 2007)                 1,019,194
                                                  -----------
                                                  $15,005,458
                                                  ===========


Interest income on the notes was  $2,337,933,  $2,667,825 and $2,181,830 for the
years ended December 31, 2000, 1999 and 1998, respectively.

NOTE 11: SHAREHOLDERS' VOTING RIGHTS

The Company's  Bye-Laws limit the voting power of natural persons to 5%, and the
voting  power of other  entities,  "groups"  (as  defined  in the US  Securities
Exchange Act of 1934) and persons other than natural  persons (legal persons) to
9.5%,  of the  votes  attributable  to the  outstanding  shares  of the  Company
regardless  of how many of our  shares  (including  common  shares)  they own or
control.  This  restriction  does not  apply to  parties  who were  shareholders
immediately  before our initial  public  offering,  including  WPS II, Inc.  and
certain  individuals  designated  by the  Company's  Board of Directors  who are
currently  affiliated  with the  Company.  Votes  that  could  have been cast by
shareholders  but for  these  voting  restrictions  are  allocated  to the other
holders of the common shares  pro-rata  based on the number of shares they hold,
except that no shareholder subject to the restrictions may receive an allocation
to the extent that it would result in the shareholder  holding more than 5% (for
natural  persons) or 9.5% (for


                                      F-19
<PAGE>


legal  persons,  entities or groups) of the total voting  power.  The  Company's
Board of Directors  may approve the  exemption  of other  persons or groups from
this restriction.

In addition,  the  Bye-Laws  provide that no person or group (other than WPS II,
Inc. or its affiliates,  direct or indirect subsidiaries of the Company, certain
employee  benefit  plans  designated  by the  Board of  Directors  which  may be
established  by the Company or as otherwise  exempted by the Board of Directors)
deemed to be a beneficial  owner of common  shares may vote more than 20% of the
total number of votes attributable to the common shares outstanding.

NOTE 12: INCOME TAXES

Under  current  Bermuda  law, the Company and its Bermuda  subsidiaries  are not
required to pay any Bermuda taxes on their income or capital gains.  The Company
and its  Bermuda  subsidiaries  will be exempt  from such forms of  taxation  in
Bermuda until March 2016.

Income  from  the  Company's  operations  in  the  United  States  and  from  US
subsidiaries   of  the  Company  is  subject  to  income  taxes  imposed  by  US
authorities.

The provision for income taxes detailed below represents the Company's  estimate
of taxes on income  applicable  to US  jurisdictions  and is calculated at rates
equal to the statutory income tax rate in each jurisdiction.

The income tax  provision,  all current,  for the years ended December 31, 2000,
1999 and 1998 is as follows:

<TABLE>
<CAPTION>
                                       2000             1999             1998
                                       ----             ----             ----
<S>                                <C>               <C>              <C>
Federal                            $ 8,568,658       $6,190,927       $3,112,000
State and local                      2,460,954        2,219,031        5,542,000
                                   -----------       ----------       ----------
                                   $11,029,612       $8,409,958       $8,654,000
                                   ===========       ==========       ==========
</TABLE>

A  reconciliation  of the statutory  Bermuda rate and the  effective  rate is as
follows:

<TABLE>
<CAPTION>
                                                     2000     1999       1998
                                                     ----     ----       ----
<S>                                                  <C>      <C>         <C>
Statutory Bermuda rate                                 0%        0%         0%
Earnings in jurisdictions taxed at
  rates different from the statutory
  Bermuda rate                                        10%      8.2%      10.7%
                                                     ----     ----       ----
                                                      10%      8.2%      10.7%
                                                     ====     ====       ====
</TABLE>

Prior to June 30,  1998,  Historic WPS  operated as an S  Corporation  under the
provisions of the United States Internal Revenue Code and, accordingly,  was not
subject to US federal income tax;  however,  it was subject to certain state and
local taxes.

Deferred  income  taxes  reflect  the net tax effects of  temporary  differences
between the carrying  amounts of assets and liabilities for financial  reporting
purposes and the amounts used for income tax  purposes.  At December 31, 2000, a
deferred tax asset of $145,000, arising from currently non-deductible charitable
contributions,  is fully  subject to a valuation  allowance  due to  uncertainty
regarding  the  extent to which such  contributions  will be  deductible  in the
five-year carryover period provided by US law.


                                      F-20


<PAGE>


NOTE 13: PENSION BENEFITS

The Company  sponsors a defined  contribution  profit-sharing  plan (including a
401(k)  feature),  covering  substantially  all employees.  Contributions to the
profit-sharing  plan are  determined  quarterly  by the Board of  Directors.  On
January 1, 1997, the Company started a defined contribution money-purchase plan.
In addition,  on January 1, 2000,  the company  started a Bermuda  pension plan.
These  plans  cover  substantially  all  employees  who meet the minimum age and
service  requirements.   Contributions  cannot  exceed  $30,000  annually,   per
employee.

Total employer contributions  amounted to $1,165,643,  $867,304 and $942,838 for
the years ended December 31, 2000, 1999 and 1998, respectively. Participants are
immediately vested in their account balances.

NOTE 14:      LEASE COMMITMENTS

The Company has several lease agreements in various locations including Bermuda,
New York, Maine and London. The lease agreements are for various periods through
December 31, 2021. The leases are subject to escalation charges based on
increases in real estate taxes and maintenance costs.

Future minimum rental  commitments  under  non-cancellable  operating  leases in
effect as of December 31, 2000 were as follows:

<TABLE>
<CAPTION>
          <S>                                 <C>
          2001                                $1,970,680
          2002                                 1,970,680
          2003                                 1,987,038
          2004                                 1,959,090
          2005                                 1,984,764
          Thereafter (through 2021)            9,758,358
                                             -----------
                                             $19,630,610
                                             ===========
</TABLE>

Total rent  expense for all  operating  leases was  $1,785,499,  $1,640,838  and
$1,341,508, for the years ended December 31, 2000, 1999 and 1998, respectively.

Included in the table above is an annual  amount of $180,000 and an aggregate 20
year total  commitment  amount of $3,600,000  payable to Kirk Management Ltd., a
40%  unconsolidated  affiliate of the  Company,  which owns  Trinity  Hall,  the
Company's headquarters in Hamilton, Bermuda.

NOTE 15: GEOGRAPHIC AREA DATA

The Company's primary business is the provision of investment  advisory services
to clients located  throughout the world, in primarily two geographic  areas, as
follows:


<TABLE>
<CAPTION>
                                                Fee Revenue
                                                -----------
                                 2000                1999                1998
                                 ----                ----                ----
<S>                         <C>                 <C>                 <C>
US                          $113,865,779        $115,187,546        $ 94,620,595
Non-US                        35,484,673          38,119,130          26,422,445
                            ------------        ------------        ------------
Total                       $149,350,452        $153,306,676        $121,043,040
                            ============        ============        ============
</TABLE>

NOTE 16: SUBSEQUENT EVENTS

The  Company's  agreement in principle to acquire TPR & Partners NV ("TPR"),  an
asset gathering firm based in The Netherlands,  has been modified slightly.  The
parties  have agreed that the Company  will


                                      F-21


<PAGE>


acquire 100% of the shares of TPR in exchange for 330,000  common  shares of the
Company.  The closing of this  transaction and the issuance of the common shares
are  expected to occur  during the second  quarter of 2001.  TPR would become an
indirect   subsidiary  of  W.P.   Stewart  Asset   Management   (Europe),   Ltd.
("WPSAM-Europe"),  a  subsidiary  of the Company  which was  recently  formed to
conduct the Company's European asset gathering and client servicing  activities.
The principals of TPR and certain other key employees of WPSAM-Europe  would own
non-voting  shares of WPSAM-Europe  entitling them to up to approximately 25% of
any dividends declared and paid by WPSAM-Europe.  This minority  interest,  less
any portion  previously  repurchased  from  employees  whose service  terminates
prematurely  and not  reissued  to other  employees,  would be  acquired  by the
Company  on  December  31,  2004  at a  price  determined  on the  basis  of the
performance of WPSAM-Europe for the year 2004.

On January  18,  2001,  the  Company  declared a dividend  of $0.30 per share to
shareholders  of record as of January 26,  2001,  payable on January 31, 2001 in
the aggregate amount of $14,373,634.

On January 1,  2001,  in  accordance  with the TPRS,  NSMM and FLII  acquisition
agreements,  repurchase provisions on 20% of the initial number of shares issued
and recorded as  contingently  returnable  shares as at December 31, 2000 lapsed
(see Note 2).  Accordingly,  the  shareholders'  equity  account,  "contingently
returnable shares" was relieved of $7,015,291 and additional paid-in capital was
credited with $7,457,404,  being the excess of the shares' fair value over their
initial issue price.  The respective  purchase price  allocations were increased
accordingly.

As  of  January  1,  2001,  the  Company  had  the  right  to  repurchase  6,000
contingently returnable shares. Such right has not been exercised.


                                      F-22


<PAGE>


                                   SIGNATURES

         The Registrant hereby certifies that it meets all of the requirements
for filing on Form 20-F and that it has duly caused and authorized the
undersigned to sign this annual report on its behalf.

                                             W.P. STEWART & CO., LTD.


                                             By: /s/ John C. Russell
                                                 ------------------------------
                                                 Name: John C. Russell
                                                 Title: Managing Director

Date:  March 30, 2001


<PAGE>


                                INDEX TO EXHIBITS

Number         Exhibit
------         -------

4.7            Share Exchange Agreement, dated as of December 29, 2000, between
               W.P. Stewart & Co., Ltd. and TPR & Partners NV

4.8            Amendment to 1996 Shareholders Agreement

8.1            Subsidiaries of the Registrant



                                       E-1