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, 2001

                                       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, 2001, 47,831,864 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 filed 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


<TABLE>
<CAPTION>
                                                                                                                Page
                                                                                                                ----
<S>                                                                                                             <C>
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..................................................... 29

   Item 6.    Directors, Senior Management and Employees....................................................... 35

   Item 7.    Major Shareholders and Related Party Transactions................................................ 43

   Item 8.    Financial Information............................................................................ 46

   Item 9.    The Offer and Listing............................................................................ 47

   Item 10.   Additional Information........................................................................... 47

   Item 11.   Qualitative and Quantitative Disclosures About Risk.............................................. 57

   Item 12.   Description of Securities Other Than Equity Securities........................................... 57

Part II........................................................................................................ 58

   Item 13.   Default, Dividend Arrearages and Delinquencies................................................... 58

   Item 14.   Material Modifications to the Rights of Security Holders and Use of Proceeds..................... 58

   Item 15.   [Reserved]....................................................................................... 58

   Item 16.   [Reserved]....................................................................................... 58

Part III....................................................................................................... 58

   Item 17.   Financial Statements............................................................................. 58

   Item 18.   Financial Statements............................................................................. 58

   Item 19.   Exhibits......................................................................................... 58
</TABLE>


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<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, or inability to implement, business strategy or
          development plans;

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

     o    changes in contingent liabilities;

     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.


                                     Part I.

Item 1. Identity of Directors, Senior Management and Advisors

     Not Applicable.

Item 2. Offer Statistics and Expected Timetable

     Not Applicable.


<PAGE>

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, 2001, 2000, 1999, 1998 and 1997 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
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, or U.S. GaaP, as they are commonly
known.

<TABLE>
<CAPTION>
                                                                        As of, and for the Year ended, December 31,(1)
                                                             -----------------------------------------------------------------------
                                                               2001           2000           1999           1998             1997
                                                             --------       --------       --------       --------          --------
Income Statement Data:                                                       (in thousands, except per share data)
<S>                                                          <C>            <C>            <C>            <C>               <C>
Revenues:
   Fees ..............................................       $115,993       $149,351       $153,307       $121,043          $ 88,580
   Commissions .......................................         39,695         48,273         35,511         27,574            20,379
   Interest and Other ................................          5,028          5,680          4,501          3,662             1,719
                                                             --------       --------       --------       --------          --------
                                                              160,716        203,304        193,319        152,279           110,678
                                                             --------       --------       --------       --------          --------
Expenses:
   Employee Compensation and Benefits ................         28,246         38,546         37,385         29,718(2)         34,446
   Marketing Fees ....................................          4,816         10,581         13,916         11,480             6,572
   Commissions, Clearance and Trading ................          7,717          9,412          7,973          7,743             5,816
   Research and Administration .......................         13,516         14,523         13,775         11,195             9,468
   Depreciation and Amortization .....................          7,527          7,538          3,918            493               553
   Other Operating ...................................         11,444         12,529         13,187         10,430             4,300
                                                             --------       --------       --------       --------          --------
                                                               73,266         93,129         90,154         71,059            61,155
                                                             --------       --------       --------       --------          --------
Income Before Taxes ..................................         87,450        110,175        103,165         81,220            49,523
Provision for Taxes(3) ...............................          7,153         11,029          8,410          8,654             3,854
                                                             --------       --------       --------       --------          --------
Net Income ...........................................       $ 80,297       $ 99,146       $ 94,755       $ 72,566          $ 45,669
                                                             ========       ========       ========       ========          ========
Earnings Per Share:(4)
   Basic Earnings Per Share ..........................       $   1.85       $   2.37       $   2.37       $   1.89          $   1.26
                                                             ========       ========       ========       ========          ========
   Diluted Earnings Per Share ........................       $   1.71       $   2.18       $   2.21       $   1.80          $   1.23
                                                             ========       ========       ========       ========          ========
Weighted Average Shares Used in Computation:
   Basic .............................................         43,425         41,873         40,036         38,374            36,349
   Diluted ...........................................         46,943         45,524         42,864         40,416            37,215
Balance Sheet Data:
Total Assets .........................................       $143,278       $114,262       $ 71,201       $ 43,258          $ 18,507
Total Liabilities ....................................       $ 29,238       $ 31,430       $ 32,300       $ 26,179          $  2,890
Shareholders' Equity .................................       $114,040       $ 82,832       $ 38,901       $ 17,079          $ 15,617
</TABLE>

<TABLE>
<CAPTION>
Other Data (unaudited)................................                      (in millions, except per share data)
<S>                                                          <C>            <C>            <C>            <C>
Long-Term Debt .......................................       $   17.5       $   18.1       $   18.6       $   16.9                --
Cash Dividends Per Share .............................       $   1.20       $   1.73       $   1.94       $   1.72          $   1.08
Assets Under Management ..............................       $  9,171       $ 10,324       $ 12,255       $ 11,157          $  8,562
</TABLE>


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<PAGE>

(1)  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.

(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
     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 most 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 clients' portfolios, and our
revenues, would fall as well.

     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



                                       3
<PAGE>


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 and goodwill, 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 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.

     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 primarily 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;

     o    W.P. Stewart Asset Management (NA), Inc. pays U.S. income tax on its
          taxable client servicing 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
          U.S. income tax on approximately 5% of their earnings in 1999 and on
          approximately 10% of their earnings in 2000, and expect to pay U.S.
          income tax on approximately 5% of their earnings in 2001, (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.



                                       4
<PAGE>


     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 1999, 2000 and 2001. In particular, no portion
of the income of W.P. Stewart Securities Limited, W.P. Stewart & Co. (Europe),
Ltd., W.P. Stewart Asset Management (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 8.2% for 1999 and 10% in 2000. We
believe that the overall tax rate will not exceed 8.2% for 2001 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 subsidiary 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.

     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


                                       5
<PAGE>


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 authorized and regulated by the Financial Services Authority, or FSA as
it is commonly known, previously regulated by the Investment Management
Regulatory Organisation Limited, or IMRO as it was 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, money laundering 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 or our affiliates' current or former employees or
directors and our and their affiliates own approximately 73% of the common
shares. All shareholders of WPS II, Inc., our largest shareholder, owning 41% of
the common shares as of March 20, 2002, 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 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.



                                       6
<PAGE>


     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 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. 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    Any shareholding entity for the purpose of our employee benefit plans
          that may be established and 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, 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



                                       7
<PAGE>


     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, 2001, there were 47,831,864 common shares issued and
outstanding. Of these shares, 17,268,364 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 34,310,321 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
June 1, 2002 without the consent of Goldman, Sachs & Co. and Lazard Freres & Co.
LLC, which 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 4,452,590 would otherwise be 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."

     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:



                                       8
<PAGE>


     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 $9.2 billion in assets as of December 31, 2001. 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 26.4% of our assets under management from non-U.S.
clients as of December 31, 2001.

     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 21.9% and 20.7%, after fees, on funds under discretionary
management from January 1, 1975 through December 31, 2001, as compared with a
return of 14.8% for the S&P 500 over the same period. Our compound annualized
returns for the five and 10 years ended December 31, 2001, before fees, were
12.8% and 13.7%, respectively, as compared to 10.7% and 12.9%, respectively, for
the S&P 500 during the same periods. Our compound annualized returns for the
five and 10 years ended December 31, 2001, after fees, were 11.5% and 12.4%,
respectively. Our return for the year ended December 31, 2001, before fees, was
-5.8% as compared to a return of -11.9% for the S&P 500 during the same period.
Our return for the year ended December 31, 2001, after fees, was -6.9%. See Item
4 B 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, 2001, individuals who are our current or former employees or
directors and affiliates of us and such individuals owned approximately 73% of
our outstanding common shares.



                                       9
<PAGE>


     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, 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. As consideration for
the TPRS Services 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.

     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 16 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



                                       10
<PAGE>


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 for us. In addition, W.P. Stewart Asset
Management (NA), Inc. currently provides client services for approximately $495
million of our assets under management. 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 former 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. No such shares have been repurchased to
date.

     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 advisory companies (W.P.
Stewart & Co., Ltd. and W.P. Stewart Asset Management Ltd.). With six 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.

     On November 14, 2001, we acquired a controlling interest in TPR & Partners
NV, an asset gathering firm based in The Netherlands via the acquisition of
shares in a Bermuda holding company that indirectly owns 100% of the shares of
TPR. TPR was subsequently renamed W.P. Stewart Asset Management (Europe) N.V.
Going forward, the Bermuda company, which is named W.P. Stewart Asset Management
(Europe), Ltd., serves as the umbrella for our European asset gathering and
client servicing activities. In the transaction, we initially acquired 9,000 of
W.P. Stewart Asset Management (Europe), Ltd.'s 12,000 outstanding shares in
exchange for 330,000 of our common shares. The former beneficial owners of TPR
and their assigns will continue to hold the remaining 3,000 shares of W.P.
Stewart Asset Management (Europe), Ltd. until June 30, 2006, at which time we
have agreed to acquire those shares at a fair value price determined on that
date. In addition, W.P. Stewart Asset Management (Europe), Ltd. currently
provides client services for approximately $2.1 billion of our assets under
management, and 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.



                                       11
<PAGE>


     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 share 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 21.9% compound annual return before
fees (20.7% after fees) for client accounts from January 1, 1975 to December 31,
2001.

     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 and have
internalized relationships with our strongest partners. 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 27 years. Our experienced
investment team consists of 21 investment analyst/portfolio managers with an
average of more than 16 years of experience in the industry. Eleven of our
analyst/portfolio managers have worked at the Stewart Group for five years or
longer. With eight 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,
2001, individuals who are our or our affiliates' current and former employees
and directors and our and their affiliates owned approximately 73% of our
outstanding common shares. As a policy, we do not 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. Pursuant to our 2001 Employee Equity Incentive Plan,
approximately 1,500,000 restricted share awards and option grants were made in
2001, and another 1,000,000 shares have been reserved for future awards and
grants. All employee options and share 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."



                                       12
<PAGE>


     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 27-year period from January 1, 1975 through December 31, 2001,
we experienced a 21.9% compound annual return, before fees, and a 20.7% compound
annual return, after fees, compared to a 14.8% return for the S&P 500 Index for
the same period. The years ended December 31, 1993, 2000 and 2001 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 12% during the period from December 31, 1995 to December
31, 2001.

     Look Through Earning Power

     W.P. Stewart & Co., Ltd. concentrates its investments in large, generally
less cyclical, growing businesses. Throughout most of the Company's 27-year
history, the growth in earning power behind clients' portfolios has ranged from
approximately 11% to 22% annually.

     The extraordinary combination of economic and political events in 2001
resulted in the growth in portfolio earning power in 2001 dropping below the
historical range. However, portfolio earnings growth remained solidly positive
in 2001 and significantly outperformed that of the S&P Industrials.

     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,



                                       13
<PAGE>


such as the company's growth prospects, business and product line strength,
management capabilities, 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 15-20 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.



                                       14
<PAGE>


     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 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 27-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 shareholders.

     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
our ownership of approximately 40% of 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 has minimized 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., TPRS
Services N.V. and TPR & Partners NV, including its wholly owned subsidiary, TPR
Curacao N.V. and our establishment of W.P. Stewart & Co. (Europe), Ltd. and W.P.
Stewart Asset Management (Europe), Ltd. have increased our access to a broader
Europe-based clientele, provided us with a Europe-based investment management
team and formed the basis for our European client servicing and asset gathering
activities.

     Investment Management Team

     Our highly experienced and motivated team of investment professionals has
been critical to our strong long-term investment performance. We have 21 senior
investment professionals and 19 associate portfolio managers who directly



                                       15
<PAGE>

participate in the investment process. The following table identifies the senior
investment professionals and summarizes their experience in the industry as of
March 20, 2002:

<TABLE>
<CAPTION>
                                                                                           Years in        Years with
                       Name                                 Location            Age        Industry         Company
----------------------------------------------         -----------------        ---        --------        ----------
<S>                                                                             <C>           <C>               <C>
John A. Allison................................        Bermuda                  53            19                6

David Altman...................................        New York                 44            20                8

Marilyn G. Breslow.............................        New York                 57            18               11

Ebrahim Busheri................................        New York                 36            13                1

Tomaso Cremonesi...............................        London                   32             5                1

Samantha Epstein-Smith.........................        New York                 32            10                3

Alexander Farman-Farmaian......................        Bermuda                  36            13               13

Alexandra V.C. Harries.........................        London                   33            13                2

Andrew Headley.................................        London                   28             8                1

Peter H. Jennison..............................        New York                 40            17               12

Frans Jurgens..................................        London                   32            11                4

Robert Kahn....................................        New York                 69            42               27

Celina Lin.....................................        Hong Kong                43            13               16*

Miguel Nogales.................................        London                   28             6                2

Robert L. Rohn.................................        New York                 40            14               10

Harry W. Segalas...............................        New York                 41            19               11

Lisa M. Stewart................................        Hong Kong                44            19                8*

William P. Stewart.............................        Bermuda                  64            47               27

Alexandre Stucki...............................        London                   29             5                4

Naoko Takemura.................................        Hong Kong                40            17                4*

James T. Tierney...............................        New York                 35            14                2
</TABLE>

----------
*    Includes years with Bowen Asia Limited.



                                       16
<PAGE>

     Historical Performance Record

     January 1, 1975-December 31, 2001 Performance

     We have achieved a 21.9% compound annual return before fees, and a 20.7%
compound annual return after fees for the period from January 1, 1975 through
December 31, 2001. This compares to a 14.8% return of the S&P 500 Index over the
same period computed on a comparable basis. Our compound annualized returns for
the five and 10 years ended December 31, 2001, before fees, were 12.8% and
13.7%, respectively, as compared to 10.7% and 12.9%, respectively, for the S&P
500 during the same periods. Our compound annualized returns for the five and 10
years ended December 31, 2001, after fees, were 11.5% and 12.4%, respectively.
Our return for the year ended December 31, 2001, before fees, was -5.8% as
compared to a return of -11.9% for the S&P 500 during the same period. Our
return for the year ended December 31, 2001, after fees, was -6.9%. 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 five down market years experienced since
our formation (1977, 1981, 1990, 2000 and 2001), the S&P 500 Index declined by
approximately 7.4%, 5.0%, 3.1%, 9.1% and 11.9%, 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% and
5.8% in 2000 and 2001, in each case before fees, as calculated in the manner
described below.



                                       17
<PAGE>

     The chart below illustrates our annual return in client accounts in our
W.P. Stewart U.S. Equity Composite from January 1, 1975 through December 31,
2001. See "Method of Performance Calculation" below.

                          Managed Accounts vs. S&P 500

 [THE FOLLOWING TABLE WAS REPRESENTED BY A LINE GRAPH IN THE PRINTED MATERIAL.]

      Year            S&P 500      WPS Pre-Fee        WPS Post-Fee
      ----            -------      -----------        ------------
      '74                 100              100                 100
      '75                 137              165                 164
      '76                 170              217                 213
      '77                 157              251                 245
      '78                 167              284                 273
      '79                 197              377                 361
      '80                 261              504                 477
      '81                 248              558                 523
      '82                 301              764                 710
      '83                 369              980                 903
      '84                 391            1,154               1,052
      '85                 515            1,720               1,554
      '86                 611            2,083               1,863
      '87                 642            2,266               2,005
      '88                 748            2,482               2,170
      '89                 986            3,377               2,925
      '90                 955            3,823               3,266
      '91               1,247            5,892               4,988
      '92               1,342            6,307               5,274
      '93               1,477            6,177               5,108
      '94               1,496            6,377               5,212
      '95               2,059            8,592               6,950
      '96               2,532           11,682               9,352
      '97               3,377           15,444              12,242
      '98               4,343           20,486              16,074
      '99               5,256           22,901              17,762
      '00               4,778           22,613              17,318
      '01               4,210           21,296              16,116

     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, 2001, including the three, five and 10 year periods ended December
31, 2001.

     Method of Performance Calculation

     Account Inclusion. Our performance data, since 1989, reflects the
performance of all client U.S. 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



                                       18
<PAGE>


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, 2001 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.

     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, 2001 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, 2001 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.



                                       19
<PAGE>


     Assets Under Management

     The following table shows assets under management during the period from
January 1, 1999 through December 31, 2001. Changes between beginning and ending
assets under management include capital appreciation or depreciation, net
contributions and net new accounts opened/closed.

                             ASSETS UNDER MANAGEMENT

                                                          Year Ended
                                                          December 31,
                                              ----------------------------------
                                               2001         2000          1999
                                              -------      -------       -------
                                                         (in millions)

Beginning Assets Under Management........     $10,324      $12,255       $11,157
                                              =======      =======       =======

Ending Assets Under Management...........     $ 9,171      $10,324       $12,255
                                              =======      =======       =======

     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 or depreciation in assets under
management with the exception of the amount attributable to withdrawals and
accounts closed.

                      NET FLOWS OF ASSETS UNDER MANAGEMENT

                                                          Year Ended
                                                          December 31,
                                                -------------------------------
                                                  2001        2000       1999
                                                -------     -------     -------
Existing Accounts                                         (in millions)
   Contributions ...........................    $ 1,011     $   750     $   814
   Withdrawals .............................     (1,130)     (1,344)     (1,345)
                                                -------     -------     -------
Net Flows of Existing Accounts .............       (119)       (594)       (531)
Accounts Opened ............................        353         277         859
Accounts Closed ............................       (593)       (999)       (259)
                                                -------     -------     -------
Net Flows of Assets Under Management .......    $  (359)    $(1,316)    $    69
                                                =======     =======     =======

     The following table shows client retention information for the last three
years.

                                ACCOUNT RETENTION

                                                            Year Ended
                                                           December 31,
                                                    ----------------------------
                                                     2001      2000        1999
                                                     ----      ----        ----
Number of Accounts at Beginning of Period .....     2,346      2,383      1,980
Number of Accounts Closed During Period .......       249        221         98
Retention Rate ................................      89.4%      90.7%      95.1%

     Client Base

     Our client base is diverse. Approximately 61% of our assets under
management, and 82.4% of our accounts, as of December 31, 2001, were associated
with high net-worth individuals and their affiliates. As of December 31, 2001,
approximately 26.4% of our assets under management were contributed by non-U.S.
clients. The following tables set forth information regarding our client base
and changes in our assets under management over time.



                                       20
<PAGE>


     The following tables show, as of December 31, 2001, 2000 and 1999, 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

                                                    As of December 31,
                                          --------------------------------------
                                           2001            2000            1999
                                          ------         -------         -------
                                                       (in millions)
Direct Relationship .............         $8,334         $ 9,320         $11,061

Consultant Related ..............            837           1,004           1,194
                                          ------         -------         -------

     Total ......................         $9,171         $10,324         $12,255
                                          ======         =======         =======

     Over the years we have established relationships with a select group of
symbiotic marketers that refer portfolio management clients to us in return for
a share of the fees paid by such clients. The value of direct relationship
accounts referred by our symbiotic marketers as of December 31, 2001, 2000 and
1999 represented 36.4%, 34.1% and 36.7%, respectively, of our direct
relationship accounts as of such dates.

                               NUMBER OF ACCOUNTS
                              BY RELATIONSHIP TYPE

                                                       As of December 31,
                                               ---------------------------------
                                                2001          2000          1999
                                               -----         -----         -----
Direct Relationship ..................         2,051         2,136         2,221

Consultant Related ...................           200           210           162
                                               -----         -----         -----

     Total ...........................         2,251         2,346         2,383
                                               =====         =====         =====



                                       21
<PAGE>
     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, 2001                         December 31, 2001
                                             ------------------------------------         -------------------------------
                                               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* .......     $3,664         $1,941         $5,605         1,678         178         1,856

Foundations & Other
     Relationship Directed
     Institutional .....................      2,763            179          2,942           279           4           283

Other Institutional ....................        318            306            624            49          63           112
                                             ------         ------         ------         -----         ---         -----

     Total .............................     $6,745         $2,426         $9,171         2,006         245         2,251
                                             ======         ======         ======         =====         ===         =====
</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

                                                    As of December 31,
                                          --------------------------------------
                                           2001            2000            1999
                                          ------         -------         -------
                                                      (in millions)
U.S. Clients ....................         $6,745         $ 8,037         $ 9,591

Non-U.S. Clients ................          2,426           2,287           2,664
                                          ------         -------         -------

     Total ......................         $9,171         $10,324         $12,255
                                          ======         =======         =======

     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 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
service, although we make this service available to our clients for whom we
manage equity portfolios. Clients' funds held on a long-term basis in fixed
income investments ($33 million at December 31, 2001) are subject to a 0.30%
annual fee. Fees under our investment advisory contracts are billed and payable



                                       22
<PAGE>

quarterly, in advance. The following table shows the average annualized gross
management fee, as a percentage of assets under management received by us from
various segments of our client base during the year ended December 31, 2001:


                                                       Average Gross Management
                                                      Fee as a Percent of Assets
                                                           Under Management
                                                      --------------------------
                                                              Year Ended
Client Type                                                December 31, 2001
---------------------------------------------------   --------------------------
Institutional......................................              1.14%

Non-Institutional..................................              1.34%

U.S. Clients.......................................              1.27%

Non-U.S. Clients...................................              1.22%

Overall Weighted Average...........................              1.26%

     The average gross management fee was 1.26% for the year ended December 31,
2001. 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.

     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,
2001, 2000 and 1999 were as follows:

                                                 Fee Revenue
                              --------------------------------------------------
                                  2001               2000              1999
                              ------------       ------------       ------------
U.S. ..................       $ 90,348,326       $113,865,779       $115,187,546
Non-U.S ...............         25,644,745         35,484,673         38,119,130
                              ------------       ------------       ------------

Total .................       $115,993,071       $149,350,452       $153,306,676
                              ============       ============       ============

     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, 2001, we also served as
investment adviser to 40 collective investment funds and other pooled vehicles
organized to meet the fiscal and regulatory requirements of certain U.S. and



                                       23
<PAGE>

non-U.S. clients. The following table sets forth information regarding
collective investment funds and other pooled vehicles with assets under
management in excess of $50 million as of December 31, 2001:


                       Jurisdiction of                           Assets Under
                      Formation of Fund                           Management
--------------------------------------------------------      ------------------
                                                                 (in millions)
Netherlands Antilles....................................          $  496

British Virgin Islands..................................             172

Luxembourg..............................................             159

Austria.................................................             126

Panama..................................................              84

United States...........................................              61

Luxembourg..............................................              57

Netherlands Antilles....................................              55

     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



                                       24
<PAGE>


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. During 2001, IMRO's regulatory function was subsumed into the
Financial Services Authority, which became the sole UK regulatory body for the
investment management business. W.P. Stewart & Co. (Europe), Ltd. is authorized
and regulated by the Financial Services Authority. 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.
In The Netherlands and the Netherlands Antilles, De Nederlandsche Bank N.V.,
known as the Dutch Central Bank, is presently responsible for the regulation of
fund management activities. It is the regulatory body that supervises WPSH
Management N.V. and the funds that it manages, including W.P. Stewart Holdings
N.V., the shares of which fund are traded on the Euronext exchange. Those
responsibilities of the Dutch Central Bank are scheduled to be transferred to
the Netherlands Authority for the Financial Markets, formerly known as the Dutch
Securities Board, as of July 1, 2002.

     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. Both W.P. Stewart &
Co., Ltd. and W.P. Stewart & Co., Inc. also are subject to the requirements of
the USA Patriot Act of 2001 including the money laundering prevention provisions
thereof.

     Under the Advisers Act, every investment advisory agreement with a client
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



                                       25
<PAGE>


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 all 50 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 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 could 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, 2001, 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 $17.8 million,
or approximately $17.7 million in excess of the amount required. W.P. Stewart
Securities Limited also is subject to the requirements of the USA Patriot Act of
2001 including the money laundering prevention provisions thereof.

     W.P. Stewart & Co. (Europe), Ltd. is a member of, and subject to regulation
by, FSA 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. FSA 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.



                                       26
<PAGE>


     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.


                                       27
<PAGE>


     C. Organization Structure

     The organizational chart set forth below shows our operating structure, our
principal 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.

<TABLE>
<S>              <C>           <C>             <C>           <C>            <C>            <C>            <C>            <C>
                                                     -------------------------
                                                     W.P. Stewart & Co., Ltd.,
                                                         our Bermuda-based
                                                         investment adviser
                                                     -------------------------

    75%                                                                                                                    Approx.
                                                                                                                           40%
------------     ---------     -----------     ----------    -----------    -----------    -----------    ----------     -----------
W.P. Stewart        W.P.         NS Money         W.P.          W.P.           W.P.           W.P.           TPRS           Bowen
   Asset         Stewart &      Management     Stewart &       Stewart        Stewart        Stewart        Services         Asia
 Management         Co.         Ltd., our      Co., Inc.,       Asset        Securities       Asset        N.V., our     Limited,(1)
 (Europe),       (Europe),       Bermuda-       our New       Management      Limited,      Management      Curacao-         our
Ltd.,(2) our     Ltd., our     based asset       York-        Ltd., our         our        (NA), Inc.,       based        Hong Kong-
 Bermuda -        London-        manager         based         Bermuda-       Bermuda-       our New         asset          based
   based           based                        research        based          based          York-         gatherer       research
  umbrella        research                     affiliate      investment      broker-         based                       affiliate
company for      affiliate                                     adviser         dealer         asset
  European                                                                                   gatherer
   asset
 gathering
------------     ---------     -----------     ----------    -----------    -----------    -----------    ----------     -----------

    (3)

------------                                                 ------------
W.P. Stewart                                                 W.P. Stewart
   Asset                                                         Fund
 Management                                                   Management
  (Europe)                                                   Limited, our
 N.V., our                                                   Dublin-based
Netherlands-                                                     fund
based asset                                                   management
  gatherer                                                     company
------------                                                 ------------
</TABLE>

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

2.   W.P. Stewart & Co., Ltd. has entered into an agreement pursuant to which it
     will acquire the remaining 25% on June 30, 2006.

3.   Indirectly owned.



                                       28
<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; Curacao, Netherlands
Antilles; and Oegstgeest, The Netherlands. 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. Our policy is to
bill clients 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 revenue primarily consists of 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 policies, 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
analysts/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. Under a completed
refinement of our variable compensation program, which heavily weights
compensation against profit performance, compensation expense currently may vary
between 20.7% and 24.5% of actual operating profit. Compensation expense for the
year ended December 31, 2001 was approximately 21.5% of operating profit versus
25% for the year ended December 31, 2000. It is currently anticipated that
compensation expense for the year ending December 31, 2002 will be approximately
23%.

     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



                                       29
<PAGE>


accounts and vary based on new account generation and fluctuations in the market
value of referred accounts.

     Commissions, clearance and trading expenses include fees incurred related
to brokerage activities. These transaction-related costs vary directly with
trading activity.

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

     Other operating expenses include professional fees consisting of
accounting, auditing, tax, legal and consulting fees, charitable contributions,
marketing support and other administration expenses.

     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, 2001 as Compared to Year Ended December 31, 2000

     Assets Under Management

     Assets under management were $9.2 billion at December 31, 2001, a decrease
of $1.1 billion, or 10.7% from $10.3 billion at December 31, 2000.

     The following table sets forth the net flows of assets under management for
the years ended December 31, 2001 and 2000, which include changes in net
contributions and net new accounts opened/closed. The table excludes total
capital appreciation or depreciation in assets under management with the
exception of the amount attributable to withdrawals and closed accounts.

                      Net Flows of Assets Under Management
                                 ( in millions )

                                                        Years Ended December 31,
                                                        ------------------------
                                                         2001            2000
                                                        -------         -------
Existing Accounts

    Contributions                                       $ 1,011         $   750

    Withdrawals                                          (1,130)         (1,344)
                                                        -------         -------

Net Flows of Existing Accounts                             (119)           (594)

Accounts Opened                                             353             277

Accounts Closed                                            (593)           (999)
                                                        -------         -------

Net Flows of Assets Under Management                    $  (359)        $(1,316)
                                                        =======         =======



                                       30
<PAGE>


     Revenues

     Revenues were $160.7 million for the year ended December 31, 2001, a
decrease of $42.6 million or 21.0% from $203.3 million earned during the year
ended December 31, 2000. The changes were due to a $33.4 million or 22.3%
decrease in fee revenue, an $8.6 million or 17.8% decrease in commission revenue
and a $0.6 million or 11.5% decrease in interest and other revenues. Included in
2000 revenues were performance fees of $3.7 million and $2.3 million recorded in
March and December, respectively, for one of our accounts. There was no
performance fee paid by this account in 2001. The average fee earned from client
accounts was 1.26% at December 31, 2001 and 1.27% at December 31, 2000, which
included performance fees that applied to two accounts. The decrease was due to
a slight change in client account mix due to larger accounts subject to our fee
break. The decrease in commission revenue was primarily due to lower levels of
trading volume during 2001 as compared with the higher levels of trading volume
experienced in 2000, which were primarily due to a reallocation and rebalancing
of accounts in 2000. Interest and other revenues decreased $0.6 million
primarily due to a decrease of $0.7 million in earnings from our unconsolidated
affiliates offset by an increase of $0.1 million in interest and other revenue.

     Expenses

     Expenses, excluding income taxes, decreased $19.9 million, or 21.3%, to
$73.3 million for the year ended December 31, 2001, from $93.1 million in the
same period of the prior year. The decrease was primarily due to a decline in
variable expenses, including a decrease of $5.8 million in fees paid to
marketers, which are directly related to assets under management of referred
accounts. This included an adjustment to marketing fees payable of $1.5 million
in the third quarter of 2001. There was a decrease of $1.7 million in
commissions, clearance and trading costs, which vary with account activity.
Research and administration expenses decreased $1.0 million due to lower costs.
Other operating expenses decreased $1.1 million, primarily due to lower levels
of expenditures relating to our global expansion in 2001. Employee compensation
and benefits decreased $10.3 million due to a decrease in adjusted operating
profit and a refinement to the compensation program, as noted above.

     Our income tax expense decreased $3.9 million, to $7.2 million, for the
year ended December 31, 2001 from $11.0 million in the same period of the prior
year. The effective tax rate for 2001 was 8.2%. This is the result of our
anticipated 10% tax rate for 2001 less an adjustment in our prior year's tax
accrual determined when our tax returns were finalized in December 2001.

     Net Income

     Net income for the year ended December 31, 2001 decreased $18.8 million, or
19.0%, to $80.3 million, from $99.1 million for the prior year as a result of
the items described above.

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 following table sets forth the net flows of assets under management for
the years ended December 31, 2000 and 1999, which include changes in net
contributions and net new accounts



                                       31
<PAGE>


opened/closed. The table excludes total capital appreciation or depreciation in
assets under management with the exception of the amount attributable to
withdrawals and accounts closed.

                      Net Flows of Assets Under Management
                                 ( in millions )

                                                        Years Ended December 31,
                                                        ------------------------
                                                          2000           1999
                                                        -------         -------
Existing Accounts

  Contributions                                         $   750         $   814

  Withdrawals                                            (1,344)         (1,345)
                                                        -------         -------

Net Flows of Existing Accounts                             (594)           (531)

Accounts Opened                                             277             859

Accounts Closed                                            (999)           (259)
                                                        -------         -------

Net Flows of Assets Under Management                    $(1,316)        $    69
                                                        =======         =======

     Revenues

     Revenues were $203.3 million for the year ended December 31, 2000, an
increase of $10.0 million or 5.2% 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 and an
increase of $1.2 million or 26.2%, 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 apply 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 due 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, increased $2.9 million or 3.3% to $93.1
million for the year ended December 31, 2000, from $90.2 million in the same
period of the prior year. 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 intangibles 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.



                                       32
<PAGE>


     Income tax expense increased $2.6 million to $11.0 million, for the year
ended December 31, 2000 from $8.4 million in the same period of the prior year
due to the Company's effective tax rate increasing to 10% 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 for the prior year 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.

     Contractual Obligations and Contingent Commitments

     W.P. Stewart & Co., Ltd. has contractual obligations to make future
payments under long-term debt and non-cancelable lease agreements and has
contingent commitments as disclosed in the notes to the consolidated financial
statements. The following tables set forth these contractual obligations and
contingent commitments as of December 31, 2001:

                             Contractual Obligations
                                  (in millions)

<TABLE>
<CAPTION>
                                                                                     2007 -
                                         2002     2003 - 2004     2005 - 2006      Thereafter       Total
                                         ----     -----------     -----------      ----------       -----
<S>                                      <C>          <C>             <C>             <C>           <C>
Long-Term Debt (1)                       $0.6         $1.3            $1.5            $14.7         $18.1
Minimum Rental Commitments (2)           $2.4         $5.3            $5.1            $ 8.5         $21.3
</TABLE>

(1)  See Note 8 to the consolidated financial statements for additional
     information

(2)  See Note 16 to the consolidated financial statements for additional
     information

                             Contingent Commitments
                                  (in millions)

<TABLE>
<CAPTION>
                                                Amount of Commitment Expiration Per Period
                                   --------------------------------------------------------------------
                                                                                   2007 -
                                   2002        2003 - 2004      2005 - 2006      Thereafter       Total
                                   ----        -----------      -----------      ----------       -----
<S>                                 <C>           <C>                <C>             <C>            <C>
Commitments under letters of
credit (3)                          --            $1.2               --              $0.7           $1.9
</TABLE>

(3)  See Note 9 to the consolidated financial statements for additional
     information

In February 1999, the Company entered into an agreement with Shamrock Aviation,
Inc. 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
obligations of approximately $37 million, to participate in the purchase of an
additional aircraft, delivery of which is scheduled for 2002. 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


                                       33
<PAGE>


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 million. Management does not believe that this agreement will have any
material adverse effect on the financial condition or results of operations of
the Company.

     B. Liquidity and Capital Resources

     Our financial condition is highly liquid with principal assets including
cash and cash equivalents and receivables from clients. Cash equivalents are
primarily short-term, highly liquid investments with an original maturity of
three months or less at the date of purchase. 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 those 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 Securities and
Exchange Commission and Financial Services Authority (and the former Investment
Management Regulatory Organisation Limited), respectively, as well as by other
regulatory authorities. Historically, we have met our liquidity requirements
with cash generated from our operations.

     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.

     Other Events

     Our liquidity, facilities and overall financial condition were not
materially affected by the terrorist attacks against the United States on
September 11, 2001, the terrorist acts and threats against the United States
thereafter nor the declaration and conduct of war against terrorism by the
United States. Our operational, securities trading and information systems have
been functioning throughout this period and continue to function. Although these
events have caused, and may continue to cause, additional weakness in the
general business and economic environment, it appears that any direct market
effects on our business and operations, including without limitation assets
under management and capital flows, have been transitory in nature.



                                       34
<PAGE>


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

     Not Applicable.

     D. Trend Information

     Net flows of assets under management during 2001 reflect a reduced rate of
account closures and withdrawals, and an increased rate of contributions and
account openings, as compared to 2000. While investment performance in the W.P.
Stewart & Co., Ltd. U.S. Equity Composite was significantly better than the S&P
500 for 2001, prevailing market conditions contributed to a decline in assets
under management during 2001.

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.

     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 Director(1)(2)             June 1998
John C. Russell....................  Deputy Chairman, Managing Director and Director(1)               June 1998
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
Salim Chaar........................  Deputy Managing Director - Administration                        September 2001
Mark A. Henderson..................  Deputy Managing Director                                         November 1998
Lisa D. Levey......................  Deputy Managing Director - General Counsel                       September 2001
Rocco Macri........................  Deputy Managing Director - Chief Financial Officer               September 2001
Richard Rawlinson..................  Deputy Managing Director                                         December 2001
Robert D. Rosenthal................  Deputy Managing Director                                         January 2000
Peter Jan Rubingh..................  Deputy Managing Director                                         January 2001
Frederick M. Ryan..................  Deputy Managing Director - Investor Relations                    September 2001
Charles G.R. Target................  Deputy Managing Director                                         June 1999
Susan G. Leber.....................  Director of Financial Operations                                 December 2001
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.


                                       35
<PAGE>


     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. From 1997-2002, Mr. Breeden served as Chairman, President and Chief
Executive Officer of Equivest Finance, Inc., a publicly traded company in the
resort development and financing business. Since 1996, Mr. Breeden also served
as the court-appointed bankruptcy trustee of The Bennett Funding Group, Inc. Mr.
Breeden also has owned his own financial consulting firm since 1996. 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 more than 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



                                       36
<PAGE>


various capacities since 1973. In May 1997, Mr. Smith was appointed Deputy
Chairman of the Bermuda Stock Exchange Council and is 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.

     Salim Chaar has served as Deputy Managing Director - Administration of W.P.
Stewart & Co., Ltd. since September 2001. He joined W.P. Stewart from Bowen
Capital Management, the company's Hong Kong-based research and sub-advisory
affiliate, where he served as its Managing Director, and a member of the board
of directors of its parent company, Bowen Asia Limited, since March 2000. Mr.
Chaar began his career with Banque Indosuez in Paris in 1976, and worked in
various management capacities for Indosuez in the Middle East and in Asia until
1993, including Chief Operating Officer and then Managing Director of Indosuez
Investment Services in Hong Kong from 1988 to 1992. Mr. Chaar was based in Paris
from 1993 to 1997, as President and Chief Operating Officer of Union Financiere
de France Banque, an asset management, brokerage and insurance subsidiary of
Indosuez listed on the French stock exchange. He left Banque Indosuez in 1997,
and joined the Belgian group Generale de Banque, where he was appointed Chief
Executive Officer of Grand Generale Asset Management Ltd.

     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 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.

     Lisa D. Levey, has served as Deputy Managing Director - General Counsel of
W.P. Stewart & Co. Ltd. since September 2001. She started her legal career in
1981 with the New York law firm of Anderson Kill Olick & Oshinsky, P.C., where
she was a partner specializing in commercial transactions until January 1991.
Ms. Levey left that firm to become General Counsel and Corporate Secretary of
Danielson Holding Corporation, a publicly traded financial services holding
company, and Whitman Heffernan Rhein & Co., Inc., an affiliated investment
advisory firm, where she served from 1991 until August 1996. She joined W.P.
Stewart & Company in April 1997 as its General Counsel.

     Rocco Macri has served as Deputy Managing Director - Chief Financial
Officer of W.P. Stewart & Co., Ltd. since September 2001 and as Finance Director
since March 1999. Mr. Macri is a Certified



                                       37
<PAGE>


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.

     Richard Rawlinson has served as Deputy Managing Director of W.P. Stewart &
Co. Ltd. and Chairman and Chief Executive Officer of W.P. Stewart & Co.
(Europe), Ltd., the Company's London-based research and investment sub-advisory
subsidiary, since December 2001. Mr. Rawlinson previously served as a Director
of Monitor Company, a strategy consulting firm. He joined Monitor in 1984,
founded their European consultancy practice in 1985, ran their operations in
Japan from 1990 to 1993 and established their Hong Kong operations between 1993
and 1996. Prior to joining Monitor, he was a Banking Executive with J Henry
Schroder Wagg & Co Limited and an Associate Fellow at Harvard Business School.

     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 - Investor
Relations of W.P. Stewart & Co., Ltd. since September 2001. Mr. Ryan served as
Deputy Managing Director from February 1999 through August 2001 and 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.



                                       38
<PAGE>


     Susan G. Leber has served as Director of Financial Operations since
December 2001 and as Deputy Finance Director-Group Controller since March 1999.
Ms. Leber is a Certified Public Accountant. From 1993 to 1999 she was a Senior
Manager with the accounting firm of Lopez Edwards Frank & Co., LLP, and was
manager of the Stewart Group audit.

     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 2001 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 $7.6 million. During that year, these individuals were granted
options to purchase an aggregate of 523,333 common shares of W.P. Stewart & Co.
Ltd. For the terms of these options, see Item 6 E below under the caption "Share
Ownership".

     We sponsor both a defined contribution profit-sharing plan (including a
401(k) feature) and a defined contribution money-purchase plan in the United
States. In 2000, we implemented a Bermuda pension plan and in 2001 a plan was
created in the United Kingdom. These plans cover substantially all employees who
meet the minimum age, service and eligibility requirements. The aggregate amount
paid, set aside or accrued by W.P. Stewart & Co., Ltd. in 2001 to provide
pension, retirement or other employee benefits to individuals serving as
directors and executive officers during that year was $227,099.

     Prior to 2002, W.P. Stewart & Co., Ltd. had agreed to pay each of Messrs.
Breeden, Brunner, Smith and Spangler (the "non-executive directors") $30,000 per
annum for his services on the board of directors. In 2001, each of the
non-executive directors was granted options to acquire 6,000 common shares of
W.P. Stewart & Co., Ltd. In addition, each non-executive director purchased an
additional 3,000 common shares of W.P. Stewart & Co., Ltd. In consideration of
the grant of options, the 2002 annual fee to be paid by W.P. Stewart & Co., Ltd.
to the non-executive directors was reduced by agreement from $30,000 to $20,000.

     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 a 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



                                       39
<PAGE>


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. 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 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, 1999, 2000 and 2001, we employed 70, 80 and 105 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 by our directors and executive officers:

                                         Number of Common
                  Name                      Shares Owned            Percentage
-----------------------------------    ---------------------      --------------
William P. Stewart (1)                      4,174,140                  8.73%

John A. Allison                               524,187                  1.10%

Peter Jan Rubingh (2)                         920,419                  1.92%

All other Directors and Executive
Officers as a group (3)                     1,568,263                    *

     * Each individual's ownership is less than 1%.

(1)  Includes 4,144,140 shares owned by trusts for which Mr. Stewart serves as
     trustee (with respect to which Mr. Stewart disclaims beneficial ownership).

(2)  Includes 80,000 shares which are owned by two trusts established for Mr.
     Rubingh's children, for which Mr. Rubingh is the trustee.

(3)  Includes 167,400 shares held by trusts (with respect to 138,867 of which
     the respective individuals disclaim beneficial ownership).

     Our directors and executive officers own options to purchase an aggregate
of 523,333 of our common shares. Each option vests in equal portions on the
first seven anniversaries of the grant date.



                                       40
<PAGE>


390,000 of these options were granted on October 24, 2001 at an exercise price
of $20.80 per share and will expire on October 24, 2008. The remaining 133,333
of these options were granted on December 3, 2001 at an exercise price of $25.65
and will expire on December 3, 2008.

     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 8.5% or 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.

     W.P. Stewart & Co., Ltd. 2001 Employee Equity Incentive Plan, as amended

     We operate a share option and restricted share plan, the W.P. Stewart &
Co., Ltd. 2001 Employee Equity Incentive Plan, as amended, to promote the
interests of W.P. Stewart and its shareholders by aiding us and our affiliates
in attracting and retaining employees and directors capable of assuring our
future success, by offering such persons incentives to put forth maximum efforts
for the success of our business, and by affording such persons an opportunity to
acquire a proprietary interest in our Company.

     The plan was adopted by our board of directors and became effective on July
24, 2001, provided that options granted under the plan will not be exercisable
unless the plan is approved by our shareholders at the next annual general
meeting. The plan was amended on January 25, 2002. Our board of directors may
further amend, alter, suspend, discontinue or terminate the plan at any time,
except that no alteration or amendment will be effective without shareholder
approval if absent such approval:

     o    it would violate the rules or regulations of the New York Stock
          Exchange or any other securities exchanges that are applicable to us;
          or

     o    it would cause us to be unable, under the U.S. Internal Revenue Code
          of 1986, as amended, to grant incentive stock options under the plan.

     The plan will continue in effect until July 23, 2004. No award will be
granted under the plan after the termination of the plan. Unless otherwise
expressly provided in the plan or in an award agreement, any award granted may
extend beyond the termination of the plan, and the authority of management and
our Compensation and Executive Committees to administer the plan and our board
of directors to amend it, will extend beyond the termination of the plan.

     The shares available for awards under the plan will be authorized but
unissued shares of W.P. Stewart & Co., Ltd or shares that will have been
previously reacquired by a subsidiary of ours. As originally adopted, the plan
provided for a maximum of 1,500,000 shares available for granting awards. The
amendment in January 2002 increased this number by 1,000,000 shares, which
remain available as of the date of this report.

     All of our or our affiliates' employees and all of our directors are
eligible to receive awards under the plan. In determining which eligible persons
shall receive an award and the terms of any award, the committee administering
the plan will periodically review the recommendations of management and may take
into account the nature of the services provided by the eligible persons, their
present and potential contributions to our success, and such other factors as
the committee, in its discretion, shall deem relevant. An incentive stock option
will not be granted to an employee of an affiliate unless the affiliate is also
our "subsidiary corporation" within the meaning of Section 424(f) of the
Internal Revenue Code of 1986, as amended, or any successor provision.



                                       41
<PAGE>


     The plan is administered by our management, subject to oversight by the
Compensation and Executive Committees of our board of directors. Subject to
review and approval by the committee, as appropriate, management has the
authority to:

     o    designate participants;

     o    determine the type or types of awards to be granted to each
          participant under the plan;

     o    determine the number of shares to be covered by (or the method by
          which payments or other rights are to be calculated in connection
          with) each award;

     o    determine the terms and conditions of any award or award agreement;

     o    subject to certain conditions, amend the terms and conditions of any
          award or award agreement and accelerate the exercisability of any
          award or the lapse of restrictions relating to any award;

     o    determine whether, to what extent and under what circumstances awards
          may be exercised with the payment of cash, shares, other securities,
          other awards or other property, or canceled, forfeited or suspended;

     o    determine whether, to what extent and under what circumstances cash,
          shares, other securities, other awards, other property and other
          amounts payable by W.P. Stewart with respect to an award under the
          plan shall be deferred either automatically or at the election of the
          holder thereof or the committee;

     o    interpret and administer the plan and any instrument or agreement,
          including any award agreement, relating to the plan;

     o    establish, amend, suspend or waive such rules and regulations and
          appoint such agents as it shall deem appropriate for the proper
          administration of the plan; and

     o    make any other determination and take any other action that the
          committee deems necessary or desirable for the administration of the
          plan.

     The plan permits the granting of:

     o    share options that are not intended to meet the requirements for
          "incentive stock options" under Section 422 of the Internal Revenue
          Code;

     o    share options that are "incentive stock options" within the meaning of
          Section 422 of the Internal Revenue Code; and

     o    restricted shares.

     Subject to limited exceptions permitted by the committee, awards may not be
transferred other than by will or by the laws of descent and distribution.
Except as otherwise provided in the plan, no award or right under an award may
be pledged, alienated, attached or otherwise encumbered, and any attempt to
pledge, alienate, attach or encumber an award will be void and unenforceable
against us or any of our affiliates.

     The committee may waive any conditions of or our rights under any
outstanding award, prospectively or retroactively. Except as otherwise provided
in the plan or an award agreement, unless we or the committee obtains consent
from the participant, holder or beneficiary of the award, the committee may not
amend, alter, suspend, discontinue or terminate any outstanding award
prospectively or retroactively.



                                       42
<PAGE>


     If the committee determines that any event affecting the shares, would
result in the dilution or enlargement of any of the benefits or potential
benefits intended to be made available under the plan, the committee will, in a
manner it deems equitable, adjust any or all of:

     o    the number and type of shares (or other securities or other property)
          that may be made the subject of awards;

     o    the number and type of shares (or other securities or other property)
          subject to outstanding awards; and

     o    the purchase or exercise price with respect to any award.

     All awards under the plan are required to be evidenced by appropriate
agreements executed on our behalf and by the participants. Awards generally vest
over a seven-year period. The exercise price of a share option is not less than
the New York Stock Exchange closing price of our common shares on the date of
grant. Restricted shares may be purchased at a discount of up to 20% from the
New York Stock Exchange closing price value.

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, 2002 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."

Name                                  Number                     Percentage
-------------------            -------------------           -------------------
WPS II, Inc.                        19,775,834                     41.34%

     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."

     As of March 22, 2002, we had 323 shareholders of record, of which 220,
owning approximately 90% 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
share purchases, Messrs. Stewart, Russell, Breeden, Smith, Chaar, Henderson,
Macri, Ryan, Allison, Target and Rawlinson and Ms. Levey and Ms. Leber have
entered into loan agreements with, and signed promissory notes to, the Stewart
Group. Each of these loans accrues interest at a rate of either 8.5% or 10% per
annum.

     The table set forth below provides the details with respect to the
aggregate amount outstanding under these loan agreements and promissory notes as
of December 31, 2001 and the largest aggregate



                                       43
<PAGE>


amount of indebtedness outstanding under each of these loan agreements and
promissory notes during the year ended December 31, 2001 for each of the
above-named directors and executive officers.

                                                             Largest Amount
                                                           Outstanding During
                                 Amount Outstanding          the Year Ended
           Name                as of December 31, 2001     December 31, 2001
---------------------------    -----------------------     ------------------
William P. Stewart                   $   495,000              $   495,000

John C. Russell                          658,574                1,052,583

Richard C. Breeden                        88,871                   91,332

Henry B. Smith                            83,950                   93,793

Salim Chaar                              825,000                  825,000

Mark A. Henderson                        688,000                  808,000

Rocco Macri                              928,298                1,082,440

Frederick M. Ryan                        763,298                  917,440

John A. Allison                          495,000                  495,000

Charles G.R. Target                      558,638                  664,821

Richard Rawlinson                      1,312,007                1,312,007

Lisa D. Levey                            394,707                  461,479

Susan G. Leber                           546,649                  623,720

     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 amount was
$131,471 for the year ended December 31, 2001. We believe that the reimbursement
amounts that we receive from the Stewart family interests 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 approximately 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 beginning 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, $533,681
for the year ended December 31, 2001. 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, a
subsidiary of Bowen Asia Limited, which entitles us to receive solicitation fees
for client referrals to Bowen Capital Management. Total solicitation fees
received under the terms of this agreement were $27,004 for the year ended
December 31, 2001.

     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 his four adult children.
Mr.



                                       44
<PAGE>


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 $2,018,897 for the year ended December 31, 2001. 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 of approximately $37 million to
participate in the purchase of an additional aircraft. 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. 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 $2,415,044 for the year ended December 31, 2001. 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 $44,558 for the
year ended December 31, 2001. In addition, we pay to WPS Investissements S.A.,
an amount calculated on the basis of a portion of the brokerage commissions paid
by the fund from securities transactions. Such payments amounted to $27,622 for
the year ended December 31, 2001. We believe that the payments made to WPS
Investissements S.A. are as favorable as those 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, which represented an aggregate of approximately 92% of the amount
which may be payable by WPS II, Inc. under the indemnity.

     Prior to our acquisition of a controlling interest in TPR & Partners NV on
November 14, 2001, we paid TPR fees for marketing and client account services.
These fees amounted to $459,313 for the year ended December 31, 2001. One of the
principals of TPR & Partners NV, Peter Jan Rubingh, became Deputy Managing
Director of W.P. Stewart & Co., Ltd. in January 2001. See "Global Expansion"
under Item 4A and "Material Contracts" under Item 10C for a description of that
acquisition.

     The Company pays Carl Spangler Kapitalanlagegesellschaft mbH, which is
controlled by Heinrich Spangler, one of our directors, fees for solicitation
services. These fees amounted to $167,749 for the year ended December 31, 2001.



                                       45
<PAGE>


     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 $4,906,228 for the year ended December 31, 2001.

     The company owns a 40% interest in Kirk Management Ltd., a real estate
joint venture, incorporated in Bermuda. The remaining 60% interest is owned by
The Bank of Bermuda, of which one of our directors is the President and Chief
Executive Officer. Included in receivables from affiliates, net, is a
subordinated loan of $212,526 and accrued interest on such loan in the amount of
$34,132 due from Kirk Management Ltd. The loan has no fixed repayment date.
Interest income on the subordinated loan was $16,716 for the year ended December
31, 2001. Kirk Management Ltd. also owns and leases to W.P. Stewart & Co., Ltd.
its Hamilton, Bermuda headquarters. The lease expires in 2020 and calls for
annual rent of approximately $180,000.

     Included in investments available for sale at December 31, 2001 is an
amount of $866,716, which is an investment in a fund managed by W.P. Stewart
Fund Management Limited, an indirect wholly-owned subsidiary of W.P. Stewart &
Co., Ltd..

     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-23.

     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, 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.

     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
$1.20 per annum. We paid a dividend of $0.30 per share in January 2002 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.



                                       46
<PAGE>


     B. Significant Changes

     Not Applicable

Item 9. The Offer and Listing

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

     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 19, 2002, the last reported sale price for our common shares on
the New York Stock Exchange was $31.27 per share. As of that date there had been
no trading of our common shares on the Bermuda Stock Exchange.

                                                 New York Stock Exchange
                                            ----------------------------------
Period                                           High               Low
----------------------------------------    ---------------    ---------------
Annual

         2000                                    $27.125           $22.6875

         2001                                    $29.625           $18.01

Quarter

         Fourth Quarter 2000                     $27.125           $22.6875

         First Quarter 2001                      $29.625           $20.50

         Second Quarter 2001                     $27.25            $20.50

         Third Quarter 2001                      $26.50            $18.01

         Fourth Quarter 2001                     $26.50            $19.25

Month

         September 2001                          $24.95            $18.01

         October 2001                            $25.30            $19.25

         November 2001                           $23.20            $21.05

         December 2001                           $26.50            $24.30

         January 2002                            $28.10            $26.00

         February 2001                           $27.25            $25.25

         March 1 - 19, 2001                      $31.73            $26.85

Item 10. Additional Information

     A. Share Capital

     Not Applicable.



                                       47
<PAGE>


     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 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;



                                       48
<PAGE>


     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

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



                                       49
<PAGE>


     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, 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

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



                                       50
<PAGE>


     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 3 D 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.

     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.



                                       51
<PAGE>


     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), 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



                                       52
<PAGE>


20% of the 1,200,000 shares, for BD$0.001 per share, on 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 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 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 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, which represented 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.

     Pursuant to a share exchange agreement with TPR Holding B.V. dated as of
November 14, 2001, W.P. Stewart and Co., Ltd. exchanged 330,000 of its shares
for 75% of the outstanding shares of W.P. Stewart Asset Management (Europe),
Ltd., which in turn owns all of the shares of TPR & Partners NV. The parties
also entered into a deferred share exchange agreement as of November 14, 2001
pursuant to which W.P. Stewart & Co., Ltd. agreed to acquire the remaining
shares of W.P. Stewart Asset



                                       53
<PAGE>


Management (Europe), Ltd. as of June 30, 2006 at a fair value price determined
on that date and payable in shares of W.P. Stewart & Co., Ltd.

     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 at least 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.



                                       54
<PAGE>


     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.

     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.



                                       55
<PAGE>


     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
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



                                       56
<PAGE>


provides, however, that if a foreign corporation is "subject to" the branch
profits tax, then the above-described withholding tax does not apply.

     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.



                                       57
<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-23, 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

         4.8****      Amendment to 1996 Shareholder Agreement

         4.9          Share Exchange Agreement, dated as of November 14, 2001,
                      between W.P. Stewart & Co., Ltd. and TPR Holding B.V.


         4.10         Deferred Share Exchange Agreement, dated as of November
                      14, 2001, among W.P. Stewart & Co., Ltd., W.P. Stewart
                      Asset Management (Europe), Ltd. and TPR Holding B.V.


                                       58
<PAGE>



         8.1          Subsidiaries of the Registrant

         10.1         Consent of PricewaterhouseCoopers LLP

----------
*    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
     Registration 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).

**** Previously filed on March 30, 2001 as an exhibit to the Registrant's Report
     on Form 20-F(011-16245).




                                       59
<PAGE>


Index To Consolidated
Financial Statements



                                                                        Page
Consolidated Financial Statements as of,
  and for the three years ended
  December 31, 2001, 2000 and 1999
Report of Independent Accountants                                       F-2
Consolidated Statements of Financial Condition                          F-3
Consolidated Statements of Operations                                   F-4
Consolidated Statements of Changes in Shareholders' Equity              F-5
Consolidated Statements of Cash Flows                                   F-6
Notes to the Consolidated Financial Statements                      F-7 to F-23





                                      F-1
<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 consolidated statements of operations, changes in shareholders'
equity and of cash flows appearing on pages F-3 through F-23 present fairly, in
all material respects, the financial position of W.P. Stewart & Co., Ltd. and
its subsidiaries (the "Company") at December 31, 2001, 2000 and 1999, 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 of these financial
statements in accordance with auditing standards generally accepted in the
United States of America, which require that 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 LLP




New York, New York
February 28, 2002



                                      F-2
<PAGE>


                                  W.P. Stewart & Co., Ltd.
                       Consolidated Statements of Financial Condition
                              December 31, 2001, 2000 and 1999


<TABLE>
<CAPTION>
                                           Assets:

                                                                                  2001             2000            1999
                                                                              -------------    -------------    ------------
<S>                                                                           <C>              <C>              <C>
  Cash and cash equivalents                                                   $  62,302,344    $  56,764,420    $ 24,791,813
  Fees receivable                                                                 2,826,006        3,277,399       2,124,435
  Receivable from broker-dealer                                                     582,091        1,605,520       2,187,133
  Investments in unconsolidated affiliates (net of accumulated amortization
    of $82,372, $0 and $135,334 for 2001, 2000 and 1999, respectively)            3,979,317        3,649,298       7,189,982
  Receivables from affiliates, net                                                  666,192        1,761,858           --
  Investments, available for sale (cost $1,012,400, $575,140 and $571,840
    for 2001, 2000 and 1999, respectively)                                          879,116        1,025,458         589,710
  Investment in aircraft (net of accumulated depreciation of $12,633,445,
    $8,706,682 and $3,208,316 for 2001, 2000 and 1999, respectively)              9,818,030       13,744,793      19,243,159
  Goodwill                                                                        5,631,797            --              --
  Intangible assets (net of accumulated amortization of $4,464,891,
    $1,702,939 and $151,821 for 2001, 2000 and 1999, respectively)               44,299,495       24,763,700       6,462,247
  Furniture, equipment and leasehold improvements (net of
    accumulated depreciation and amortization of $2,361,376, $1,325,482
    and $676,273 for 2001, 2000 and 1999, respectively)                           4,789,744        4,944,497       3,709,851
  Interest receivable on shareholders' notes                                        317,292          366,030         536,365
  Income taxes receivable                                                         4,071,171            --              --
  Other assets                                                                    3,115,516        2,358,663       4,365,947
                                                                              -------------    -------------    ------------
                                                                              $ 143,278,111    $ 114,261,636    $ 71,200,642
                                                                              =============    =============    ============



                            Liabilities and Shareholders' Equity:

Liabilities:
  Loans payable                                                               $  18,098,337    $  18,646,226    $ 19,157,645
  Payables to affiliates, net                                                         --               --            327,868
  Employee compensation and benefits payable                                        983,824          447,973       1,781,169
  Marketing fees payable                                                            469,083        2,261,591       2,010,470
  Income taxes payable                                                            1,078,713        1,324,017       2,102,072
  Professional fees payable                                                       3,103,082        3,448,332       2,832,234
  Dividends payable                                                                   8,528           10,643          59,853
  Accrued expenses and other liabilities                                          5,430,916        5,291,236       4,028,149
                                                                              -------------    -------------    ------------
                                                                                 29,172,483       31,430,018      32,299,460
                                                                              -------------    -------------    ------------

Minority Interest                                                                    65,639            --              --
                                                                              -------------    -------------    ------------

Commitments and contingencies

Shareholders' Equity:
  Common shares (see Note 2) $0.001 par value (125,000,000 shares
        authorized, 47,831,864, 47,912,112 and 47,225,336 shares issued
        and outstanding for 2001, 2000 and 1999, respectively)                       47,832           47,912          47,225
  Subscriptions for common shares                                                     --           4,036,200           --
  Additional paid-in-capital                                                    105,472,859      101,482,513      81,646,968
  Contingently returnable shares (1,788,732, 2,601,699 and 2,600,665
        shares for 2001, 2000 and 1999, respectively)                           (24,902,377)     (35,541,596)    (28,061,175)
  Accumulated other comprehensive income                                           (471,369)         217,413         (13,920)
  Retained earnings                                                              57,007,661       31,630,834      10,922,661
                                                                              -------------    -------------    ------------
                                                                                137,154,606      101,873,276      64,541,759

Less: notes receivable for common shares                                        (23,114,617)     (15,005,458)    (25,640,577)
Less: subscriptions receivable                                                        --          (4,036,200)          --
                                                                              -------------    -------------    ------------

                                                                                114,039,989       82,831,618      38,901,182
                                                                              -------------    -------------    ------------

                                                                              $ 143,278,111    $ 114,261,636    $ 71,200,642
                                                                              =============    =============    ============
</TABLE>


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


                                      F-3
<PAGE>


                        W.P. Stewart & Co., Ltd.
                 Consolidated Statements of Operations
          For the Years Ended December 31, 2001, 2000 and 1999


<TABLE>
<CAPTION>
                                                   2001                    2000                    1999
                                               ------------            ------------            ------------
<S>                                            <C>                     <C>                     <C>
Revenue:
  Fees                                         $115,993,071            $149,350,452            $153,306,676
  Commissions                                    39,695,130              48,273,444              35,510,982
  Interest and other                              5,027,579               5,679,876               4,500,782
                                               ------------            ------------            ------------
                                                160,715,780             203,303,772             193,318,440
                                               ------------            ------------            ------------


Expenses:
  Employee compensation and benefits             28,245,788              38,545,634              37,385,006
  Marketing fees                                  4,815,593              10,581,144              13,915,886
  Commissions, clearance and trading              7,717,044               9,411,648               7,973,290
  Research and administration                    13,515,984              14,522,756              13,774,753
  Depreciation and amortization                   7,527,195               7,537,669               3,917,782
  Other operating                                11,444,512              12,529,425              13,187,190
                                               ------------            ------------            ------------
                                                 73,266,116              93,128,276              90,153,907
                                               ------------            ------------            ------------

Income before taxes                              87,449,664             110,175,496             103,164,533

Provision for taxes                               7,152,803              11,029,612               8,409,958
                                               ------------            ------------            ------------

Net income                                     $ 80,296,861            $ 99,145,884            $ 94,754,575
                                               ============            ============            ============

Earnings per share:

Basic earnings per share                       $       1.85            $       2.37            $       2.37
                                               ============            ============            ============

Diluted earnings per share                     $       1.71            $       2.18            $       2.21
                                               ============            ============            ============
</TABLE>


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


                                      F-4
<PAGE>



                            W.P. Stewart & Co., Ltd.
           Consolidated Statements of Changes in Shareholders' Equity
              For the Years Ended December 31, 2001, 2000 and 1999

<TABLE>
<CAPTION>

                                                          Common Shares                            Additional     Contingently
                                                    --------------------------                      Paid-In        Returnable
                                                      Shares         Amount      Subscriptions      Capital          Shares
                                                    ----------    ------------   -------------    ------------    ------------
<S>                                                 <C>           <C>             <C>             <C>             <C>
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     (28,061,175)
    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     (28,061,175)

  Issuance of common shares, at $0.001 par value
    Acquisitions                                       814,000             814                      18,118,826     (14,495,712)
    Cash                                                59,189              59                         770,582
    Notes receivable                                   107,593             108                       1,400,753

  Subscriptions for common shares                                                   4,036,200

  Contingently returnable shares, no longer
   subject to repurchase                                                                             1,449,870       7,015,291

  Repurchase and cancellation 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     (35,541,596)

  Issuance of common shares, at $0.001 par value
    Acquisitions                                       330,000             330                       8,051,670
    Cash                                               134,000             134                       2,210,866
    Notes receivable                                   826,017             826                      12,761,656

  Contingently returnable shares, no longer
   subject to repurchase                                                                             7,164,364      10,639,219

  Repurchase and cancellation of common
   shares, at $0.001 par value                      (1,357,545)         (1,357)                    (26,145,340)

  Cancellation of common shares, at $0.001
   par value                                           (12,720)            (13)                        (87,099)

  Non-cash compensation                                                                                 34,229

  Net income

  Dividends

  Other comprehensive income

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

Balance at December 31, 2001                        47,831,864    $     47,832    $     --        $105,472,859    $(24,902,377)
                                                    ==========    ============    ===========     ============    ============


<CAPTION>
                                                      Accumulated
                                                        Other
                                                     Comprehensive     Retained        Notes
                                                        Income         Earnings      Receivable         Total
                                                     -------------   ------------   ------------    ------------
<S>                                                   <C>            <C>            <C>             <C>
Balance at December 31, 1998                          $   --         $  1,998,118   $(22,031,536)   $ 17,079,632

  Issuance of common shares, at $0.001 par value
    Acquisitions                                                                                       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                            (13,920)       10,922,661    (25,640,577)     38,901,182

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

  Subscriptions for common shares                                                                      4,036,200

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

  Repurchase and cancellation 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                            217,413        31,630,834    (15,005,458)     82,831,618

  Issuance of common shares, at $0.001 par value
    Acquisitions                                                                                       8,052,000
    Cash                                                                                               2,211,000
    Notes receivable                                                                 (12,762,482)           --

  Contingently returnable shares, no longer
   subject to repurchase                                                                              17,803,583

  Repurchase and cancellation of common
   shares, at $0.001 par value                                                                       (26,146,697)

  Cancellation of common shares, at $0.001
   par value                                                                              87,112            --

  Non-cash compensation                                                                                   34,229

  Net income                                                           80,296,861                     80,296,861

  Dividends                                                           (54,920,034)                   (54,920,034)

  Other comprehensive income                           (688,782)                                        (688,782)

  Proceeds from notes receivable
    for common shares                                                                  4,566,211       4,566,211
                                                      ---------       -----------   ------------    ------------

Balance at December 31, 2001                          $(471,369)      $57,007,661   $(23,114,617)   $114,039,989
                                                      =========       ===========   ============    ============
</TABLE>

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



                                      F-5
<PAGE>



                            W.P. Stewart & Co., Ltd.
                     Consolidated Statements of Cash Flows
              For the Years Ended December 31, 2001, 2000 and 1999


<TABLE>
<CAPTION>
                                                                                   2001                2000                1999
                                                                               ------------       -------------       -------------
<S>                                                                            <C>                <C>                 <C>
Cash flows from operating activities:
  Net income                                                                   $ 80,296,861       $  99,145,884       $  94,754,575
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Unrealized gain on available for sale securities                             (525,354)               --                  --
      Depreciation and amortization                                               7,527,195           7,537,669           3,917,782
      Equity in income of unconsolidated affiliates                                (412,391)           (500,575)           (445,150)
      Non-cash compensation                                                          34,229                --                  --
      Minority interest                                                               8,905                --                  --
  Changes in operating assets and liabilities:
      Fees receivable                                                               451,393          (1,152,964)          2,328,176
      Receivable from broker-dealer                                               1,023,429             581,613             139,090
      Receivables from affiliates, net                                            1,095,666          (1,761,858)               --
      Investments, available for sale                                                  --                  --                17,870
      Income taxes receivable                                                    (3,645,444)               --                  --
      Other assets                                                                 (366,162)          1,794,758          (1,714,946)
      Payables to affiliates, net                                                      --              (327,868)             91,090
      Employee compensation and benefits payable                                    535,851          (1,333,196)          1,781,169
      Marketing fees payable                                                     (1,792,508)            251,121             455,806
      Income taxes payable                                                         (245,304)           (778,055)         (1,301,928)
      Professional fees payable                                                    (345,250)            616,098             442,549
      Accrued expenses and other liabilities                                     (1,016,240)          1,263,087           2,953,798
                                                                               ------------       -------------       -------------

               Net cash provided by operating activities                         82,624,876         105,335,714         103,419,881
                                                                               ------------       -------------       -------------

Cash flows (used in) investing activities:
  Investments in unconsolidated affiliates                                             --                  --              (929,963)
  Proceeds from sale of available for sale securities                             1,115,064                --                  --
  Purchase of available for sale securities                                      (1,009,100)             (3,300)               --
  Cash dividends paid on shares subject to repurchase                            (2,244,159)         (3,374,363)         (3,789,900)
  Investment in aircraft                                                               --                  --            (1,769,400)
  Cash acquired in purchase acquisition                                             136,620                --                  --
  Purchase of furniture, equipment and leasehold improvements                      (171,540)         (1,858,166)         (2,276,215)
                                                                               ------------       -------------       -------------

               Net cash (used in) investing activities                           (2,173,115)         (5,235,829)         (8,765,478)
                                                                               ------------       -------------       -------------

Cash flows (used for) financing activities:
  Proceeds from loans payable                                                          --                  --             2,280,000
  Payments on loans payable                                                        (547,889)           (511,419)           (462,355)
  Proceeds from issuance of common shares                                         2,211,000             770,641             708,867
  Repurchase of common shares                                                   (26,146,697)           (106,020)               --
  Proceeds from notes receivable for common shares                                4,566,211          10,237,220           4,418,952
  Interest receivable on shareholders' notes                                         48,738             170,335            (156,210)
  Distributions and dividends to shareholders                                   (54,922,149)        (78,486,921)        (85,770,179)
                                                                               ------------       -------------       -------------

               Net cash (used for) financing activities                         (74,790,786)        (67,926,164)        (78,980,925)

Effect of exchange rate changes in cash                                            (123,051)           (201,114)            (13,920)
                                                                               ------------       -------------       -------------

Net increase in cash and cash equivalents                                         5,537,924          31,972,607          15,659,558

 Cash and cash equivalents, beginning of year                                    56,764,420          24,791,813           9,132,255
                                                                               ------------       -------------       -------------

 Cash and cash equivalents, end of year                                        $ 62,302,344       $  56,764,420       $  24,791,813
                                                                               ============       =============       =============

Supplemental disclosures of cash flows information
  Cash paid during the period for:

               Income taxes                                                    $ 11,044,418       $  10,118,293       $   7,773,786
                                                                               ============       =============       =============
               Interest expense                                                $  1,271,010       $   1,307,480       $   1,301,584
                                                                               ============       =============       =============
</TABLE>

Supplemental Schedule of Non-Cash Investing and Financing Activities:

In 2001, 20% of the shares originally 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 $4,001,591, $5,342,400 and $8,459,592, respectively (see Note 2).
In addition, as discussed in Note 2, in 2000, 20% of the shares originally
issued in connection with the 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, and the Company issued common shares
with a fair value of $3,623,928 to acquire the remaining 50% of TPRS Services
N.V..

On November 14, 2001, as discussed in Note 2, in connection with our acquisition
of a controlling interest in W.P. Stewart Asset Management (Europe), Ltd. the
Company issued 330,000 common shares which were recorded with a fair value of
$8,052,000.

As discussed in Note 10, the Company issued common shares for notes receivable
for the years ended December 31, 2001, 2000 and 1999, in the amounts of
$12,762,482, $1,400,861 and $12,736,845, respectively, and cancelled outstanding
notes of $87,112, $1,798,760 and $4,708,852 for the years ended December 31,
2001, 2000 and 1999, respectively.

At December 31, 2001, 2000 and 1999, the Company had dividends payable to
shareholders of $8,528, $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 consolidated financial statements.


                                      F-6
<PAGE>


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1: BASIS OF PRESENTATION

The accompanying 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, the "Company") are presented on a consolidated
basis and include the historical operations of the Company.

NOTE 2: BACKGROUND AND ORGANIZATION

For the years ended December 31, 2001, 2000 and 1999, the consolidated Company
consisted of several worldwide affiliated entities under common control, which
provide investment advisory and related services including securities brokerage.
The Company's revenues will fluctuate based upon the market performance of its
clients' investments in US, European and Asian financial markets. The background
and organization of the entities presented in the Company's consolidated
financial statements are set out below.

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 US 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, W.P. Stewart
(Distributor) Funds plc and W.P. Stewart Global Fund plc, 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 authorized and regulated by the
Financial Services Authority ("FSA"), previously


                                      F-7
<PAGE>


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.

Business Acquisitions

On May 19, 1999, the Company consummated its acquisition of 50% of the capital
stock of TPRS Services N.V. ("TPRS"), a then 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 then
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, 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 and are not replaced.

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;

     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.


                                      F-8
<PAGE>


The following table shows information for each acquisition as of and for the
year ended December 31, 2001.

<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      1,016,800          949,200       $1,236,720      $21,904,944       $1,224,254
NSMM                  898,831        539,299          359,532          431,439       10,254,161          545,951
FLII                1,200,000        720,000          480,000          576,000       13,887,088          944,644
                    ---------     ----------       ----------      -----------      -----------     ------------
                    4,064,831      2,276,099        1,788,732       $2,244,159      $46,046,193       $2,714,849
                    =========     ==========       ==========      ===========      ===========     ============
</TABLE>

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>

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>



                                      F-9
<PAGE>


Recent Acquisition

On November 14, 2001, the Company acquired a controlling interest in TPR &
Partners NV ("TPR"), an asset-gathering firm based in The Netherlands via the
acquisition of shares in a Bermuda holding company that indirectly owns 100% of
the shares of TPR. Going forward, the Bermuda company which is named W.P.
Stewart Asset Management (Europe), Ltd. ("WPSAM- Europe"), will serve as the
umbrella for the Company's European asset gathering and client servicing
activities. In the transaction, the Company initially acquired 9,000 of
WPSAM-Europe's 12,000 outstanding shares in exchange for 330,000 common shares
of the Company. The former beneficial owners of TPR and their assigns will
continue to hold the remaining 3,000 shares of WPSAM-Europe until June 30, 2006,
at which time the Company will acquire those shares at a fair value price
determined on that date. The acquisition price of $8,052,000 less the fair value
of net assets acquired of $170,203 has been allocated to intangible assets and
goodwill. For the year ended December 31, 2001 there were no changes in the
carrying value of goodwill.

NOTE 3: ACCOUNTING POLICIES

These 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 exceptions of WPS
Europe and WPSAM-Europe for which the pound sterling and the Dutch guilder,
respectively, are the functional currencies.

The process of preparing 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 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.

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 maintains the majority of its
cash in money market funds at The Bank of Bermuda, a Bermuda-domiciled bank.

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-10
<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 clients' 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 US dollar effect that
arises from translating the net assets of WPS Europe and WPSAM-Europe is
recorded in "accumulated other comprehensive income", a separate component of
shareholders' equity.

Intangible Assets and Goodwill

Intangible assets arising from the Company's business acquisitions (see Note 2),
are amortized on a straight-line basis over periods of five to 20 years. The
carrying value of the intangibles acquired is reviewed, at least annually, 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


                                      F-11
<PAGE>


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.

Goodwill arising from the Company's recent acquisition (see Note 2) is accounted
for pursuant to Statement of Financial Accounting Standards No. 142, "Goodwill
and Other Intangible Assets" ("SFAS No. 142"). In accordance with SFAS No. 142
goodwill is not amortized but will be tested at least annually for impairment.

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 shares issued to employees of the Company or its affiliates,
contingently returnable shares and unvested employee options. Diluted earnings
per share is computed using the same method as basic earnings per share, but
also reflects the impact of unvested shares issued to employees of the Company
or its affiliates, contingently returnable shares and the dilutive effect of
unvested options issued to employees of the Company or its affiliates using the
treasury stock method.

Stock-Based Compensation

The Company has elected to account for its stock-based employee compensation
plan in accordance with Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees" ("APB No. 25"). In accordance with APB No. 25,
compensation expense is not recognized for employee options that have no
intrinsic value on the date of grant.

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 October 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" ("SFAS No. 144"), which addresses
the accounting and reporting for the impairment and disposal of long-lived
assets. SFAS No. 144 became effective January 1, 2002 for the Company and will
be applied prospectively. The Company does not expect that this Statement will
have a material impact on the Company's results of operations or financial
position.

In July 2001, the FASB issued Statement of Financial Accounting Standards No.
141, "Business Combinations" ("SFAS No. 141") and SFAS No. 142. These Statements
make significant changes to the accounting for business combinations, goodwill
and intangible assets. SFAS No. 141 eliminates the pooling-of-interests method
of accounting for business combinations with limited exceptions for combinations
initiated prior to July 1, 2001. In addition, it further clarifies the criteria
for recognition of intangible assets separately from goodwill. This Statement is
effective for business combinations completed after June 30, 2001. SFAS No. 142
discontinues the practice of amortizing goodwill and allows indefinite lived
intangible assets. Such assets will be subject to annual impairment tests, at a
minimum. Intangible assets with a determinable useful life will continue to be
amortized over that period. The amortization provisions apply to goodwill and
intangible assets acquired after June 30, 2001. Intangible assets acquired prior
to July 1, 2001 may be affected following the Company's adoption of the
Statement on January 1, 2002 for those



                                      F-12
<PAGE>


assets. Beginning January 1, 2002, the Company will perform the required
impairment tests for goodwill and other indefinite lived intangible assets.
Management does not expect the results of these tests to have a material effect
on the Company's financial condition or results of operations.

NOTE 4: EARNINGS PER SHARE

<TABLE>
<CAPTION>
                                                           2001                  2000                  1999
                                                        -----------           -----------           -----------
<S>                                                     <C>                   <C>                   <C>
Basic Earnings Per Share:

Net income                                              $80,296,861           $99,145,884           $94,754,575
                                                        ===========           ===========           ===========
Weighted average basic shares outstanding                43,424,732            41,873,418            40,035,574
                                                        -----------           -----------           -----------
Net income per share                                    $      1.85           $      2.37           $      2.37
                                                        ===========           ===========           ===========

Diluted Earnings Per Share:

Net income                                              $80,296,861           $99,145,884           $94,754,575
                                                        ===========           ===========           ===========
Weighted average basic shares outstanding                43,424,732            41,873,418            40,035,574

Add:  Unvested shares, contingently returnable
       shares and unvested options                        3,517,959             3,650,203             2,827,964
                                                        -----------           -----------           -----------

Weighted average diluted shares outstanding              46,942,691            45,523,621            42,863,538
                                                        -----------           -----------           -----------
Net income per share                                    $      1.71           $      2.18           $      2.21
                                                        ===========           ===========           ===========
</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 shares issued to employees of the Company or its affiliates,
contingently returnable shares and unvested employee options. Diluted earnings
per share is computed using the same method as basic earnings per share, but
also reflects the impact of unvested shares issued to employees of the Company
or its affiliates, contingently returnable shares and the dilutive effect of
unvested options issued to employees of the Company or its affiliates using the
treasury stock method.

On December 31, 2001, 2000 and 1999, respectively, 47,831,864, 47,912,112 and
47,225,336 shares were issued and outstanding. The shareholders of record are
entitled to full voting rights (see Note 13) and dividends on these shares;
2,764,620, 2,515,657 and 3,797,477 of these shares were unvested and held by the
Company's or affiliates' employees on December 31, 2001, 2000 and 1999,
respectively.



                                      F-13
<PAGE>



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>
                                                          2001                   2000                   1999
                                                      ------------           ------------           ------------
<S>                                                   <C>                    <C>                    <C>
Net income                                            $ 80,296,861           $ 99,145,884           $ 94,754,575
Other comprehensive income, net of tax
     Reclassification adjustment for
        realized gains on available for
        sale securities included in
        interest and other                                (432,447)                  --                     --
     Unrealized (losses)/gains on available
        for sale securities                               (133,284)               432,447                   --
     Foreign currency translation
        adjustment                                        (123,051)              (201,114)               (13,920)
                                                      ------------           ------------           ------------
Comprehensive income                                  $ 79,608,079           $ 99,377,217           $ 94,740,655
                                                      ============           ============           ============
</TABLE>

NOTE 6: INVESTMENTS IN UNCONSOLIDATED AFFILIATES

Investments in unconsolidated affiliates include the following:

                                               2001         2000         1999
                                            ----------   ----------   ----------
Investment in TPRS Services, N.V                  --           --     $4,698,936
Investment in Bowen Asia Limited            $2,897,703   $2,641,387    1,629,591
Investment in Kirk Management Ltd.           1,081,614    1,007,911      861,455
                                            ----------   ----------   ----------
Total                                       $3,979,317   $3,649,298   $7,189,982
                                            ==========   ==========   ==========

In 1999, the Company purchased an additional interest in Bowen Asia Limited
("Bowen"), a company incorporated in the British Virgin Islands, for $1,229,591
($929,963 and 27,769 shares of the Company), increasing the Company's investment
to 40%. At December 31, 2001, the Company owned approximately 40% of Bowen.

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 50% of TPRS in 1999, TPR and TPR Curacao
N.V. (the sellers) 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
interest commencing on October 20, 1999. During December 2000, this amount was
repaid in full.


                                      F-14
<PAGE>


NOTE 7: RELATED PARTY TRANSACTIONS

Research and administrative expenses include travel expenses of approximately
$2,018,897, $2,302,000 and $3,352,700 for the years ended December 31, 2001,
2000 and 1999, respectively, paid to Shamrock Aviation, Inc. ("Shamrock"), a
company owned by principal shareholders of the Company (see Note 8).

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
$2,415,044, $2,141,700 and $1,683,900 for the years ended December 31, 2001,
2000 and 1999, respectively.

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, which approximated $131,471, $184,900 and
$257,400 for the years ended December 31, 2001, 2000 and 1999, respectively.
These amounts are directly affected by the actual space utilized in each of
those years.

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 $44,558, $327,711 and $1,222,915
for the years ended December 31, 2001, 2000 and 1999, respectively. In addition,
the Company pays WPS Investissements S.A. an amount calculated on the basis of a
portion of the brokerage commissions charged to the fund from securities
transactions for such fund. Such payments amounted to $27,622, $20,089 and
$20,585 for the years ended December 31, 2001, 2000 and 1999, respectively.

The Company pays Bowen, an unconsolidated affiliate of the Company (see Note 6),
and 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 $533,681, $520,900 and $491,000 for the years ended December
31, 2001, 2000 and 1999, respectively. The Company receives solicitation fees
from Bowen Capital Management ("BCM"), a subsidiary of Bowen, for client
referrals to BCM. Total solicitation fees received from BCM for the years ended
December 31, 2001 and 2000 were $27,004 and $30,539, respectively.

The Company accrued a contribution of approximately $484,000 for the year ended
December 31, 1999, which was paid on March 15, 2000, 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 Boards of Directors of WPSI and WPS & Co., Ltd. This committee was created
to monitor and direct the Company's charitable activities.



                                      F-15
<PAGE>


Prior to the completion of the acquisition of 100% of TPRS on December 29, 2000,
the Company paid 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 related to the Company's 50% ownership in TPRS, 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.

Prior to our acquisition of a controlling interest in TPR, the Company paid TPR,
a principal owner of which is an executive officer of the Company, fees for
marketing services. These fees amounted to $459,313 for the year ended December
31, 2001.

The Company pays Carl Spangler Kapitalanlagegesellschaft mbH, which is
controlled by one of the Company's directors, fees for solicitation services.
These fees amounted to $167,749 for the year ended December 31, 2001.

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 $4,906,228, $11,629,389 and $14,706,927 for the years ended
December 31, 2001, 2000 and 1999, respectively.

The Company owns a 40% interest in Kirk Management Ltd. (see Note 6), a real
estate joint venture incorporated in Bermuda. The remaining 60% interest is
owned by The Bank of Bermuda, of which one of the Company's directors is the
President and Chief Executive Officer.

Included in receivables from affiliates, net, at December 31, 2001 and 2000 is a
subordinated loan of $212,526 and accrued interest on such loan in the amount of
$34,132 and $17,416 for the years ended December 31, 2001 and 2000,
respectively, due from Kirk Management Ltd. The loan has no fixed repayment
date. Interest income on the subordinated loan was $16,716 and $17,416 for the
years ended December 31, 2001 and 2000, respectively.

Included in investments available for sale at December 31, 2001 is an amount of
$866,716, which is an investment in a fund managed by WPS Dublin, a wholly-owned
subsidiary of the Company.

In connection with the Company's initial public offering completed in December
2000, the Company was 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 Challenger 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 and paid on January 17, 1999 with installments 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



                                      F-16
<PAGE>


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 with installments 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 with
installments due and payable on the same day of each succeeding month.

Future principal payments on the loans as of December 31, 2001 are as follows:

          2002                                   $   586,833
          2003                                       628,683
          2004                                       673,519
          2005                                       721,554
          2006                                       773,016
          Thereafter (through 2009)               14,714,732
                                                 -----------
                                                 $18,098,337
                                                 ===========

All loans are collateralized by the Challenger aircraft.

Interest expense on long-term debt totaled $1,271,010, $1,307,480 and $1,301,584
for the years ended December 31, 2001, 2000 and 1999, respectively.

The fair value of these loans based on discounted cash flow techniques as of
December 31, 2001 amounted 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, 2001, 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. The latter amount
is guaranteed by the Company, and is collateralized by a fixed deposit cash
account, which will remain intact over the term of the lease and, is reflected
in other assets at December 31, 2001, 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 obligations of
approximately $37 million, to participate in the purchase of an additional
aircraft, delivery of which is scheduled for 2002. In return, the Company has
agreed to



                                      F-17
<PAGE>


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 million. 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.

In 2000, the Company had 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 2001, the Company issued 826,017 common shares to certain employees and
employees of affiliates, including 191,050 common shares issued in connection
with the Company's 2001 Employee Equity Incentive Plan, for installment notes
totaling $12,762,482. The installment notes are full recourse, bear interest at
8.5% to 10% per annum, are for a term of seven years 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 face value of the note. During
2001, the Company also issued 134,000 common shares to certain employees and
employees of affiliates, including 99,000 common shares issued in connection
with the Company's 2001 Employee Equity Incentive Plan, for cash payments
totaling $2,211,000.

Pursuant to purchase agreements for common shares, in the event a purchaser is
not in the employment of, or does not serve as a director of, the Company or any
of its affiliates, the purchaser, 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.

Pursuant to the terms of the purchase agreements, during the year ended December
31, 2001, 12,720 unvested common shares of former employees were repurchased and
their installment notes totaling $87,112 were abated.

During the year ended December 31, 2000, the Company issued 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.

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.



                                      F-18
<PAGE>


During the year ended December 31, 1999, the Company issued 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.

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.

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

Future minimum payments expected to be received on notes receivable for common
shares as of December 31, 2001 are as follows:

         2002                                    $ 4,475,601
         2003                                      4,469,029
         2004                                      4,439,510
         2005                                      3,629,564
         2006                                      2,596,756
         Thereafter (through 2009)                 3,504,157
                                                 -----------
                                                 $23,114,617

Interest income on all such notes was $1,367,874, $2,337,933 and $2,667,825 for
the years ended December 31, 2001, 2000 and 1999, respectively.

NOTE 11: 2001 EMPLOYEE EQUITY INCENTIVE PLAN

On July 24, 2001 the Company's Board of Directors adopted the W.P. Stewart &
Co., Ltd. 2001 Employee Equity Incentive Plan (the "Plan"). The Plan provides
for awards of up to 1,500,000 common shares of the Company, to be granted to
eligible employees of the Company and its affiliates in the form of restricted
common shares and/or options (see Note 18).

During the fourth quarter of 2001, the Company granted awards under the Plan
that consisted of rights to purchase 290,050 restricted common shares, which
vest in equal amounts in each of the 28 calendar quarters following the grant,
and options to purchase 1,201,500 shares which vest in equal amounts on each of
the first seven anniversaries of the grant date. The exercise price of the
options is equal to the market value of the Company's shares on the date of the
grant.

NOTE 12: SHARE OPTIONS

In addition to the options granted under the 2001 Employee Equity Incentive Plan
(see Note 11), during the fourth quarter of 2001 the Company granted a total of
157,333 options to purchase its common shares to employees and to certain
non-employee directors of the Company. The exercise price of the options is
equal to the market value of the Company's shares on the date of the grant. All
awards vest and are exercisable in equal annual amounts on each of the first
seven anniversaries, beginning in 2002, of the respective grant dates. The
dilutive effect of these options is included in the weighted average diluted
shares outstanding in accordance with Statement of Financial Accounting
Standards No. 128, "Earnings Per Share" ("SFAS No. 128").


                                      F-19
<PAGE>


The options outstanding as of December 31, 2001 are set forth below:

<TABLE>
<CAPTION>
                           Options           Weighted Average Remaining      Weighted Average Exercise
Exercise Prices          Outstanding          Contractual Life (Years)                  Price
---------------          -----------         --------------------------      -------------------------
<C>      <C>              <C>                             <C>                          <C>
$20.80 - $25.65           1,358,833                       7                            $21.24
</TABLE>

The Company applies APB No. 25 and related interpretations in accounting for
options granted to employees. No compensation cost has been recognized for
options granted as the exercise price of the options is equal to the market
value of the Company's shares on the date of the grant. Had compensation cost
for the Company's options been determined based on fair value at the grant dates
for awards under the Plan consistent with the method of Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS
No. 123"), the Company's net income and net income per share diluted in 2001
would have been the following pro forma amounts:

(In thousands, except per share data)                                  2001
-------------------------------------                                  ----
Net income, as reported                                         $80,296,821
Pro forma net income                                            $80,049,745
Earnings per share, as reported:
Basic                                                                 $1.85
Diluted                                                               $1.71
Pro forma earnings per share:
Basic                                                                 $1.84
Diluted                                                               $1.71

In the preceding table, pro forma compensation expense associated with option
grants is recognized over the relevant vesting period.

The following range assumptions were applied in determining pro forma
compensation cost:

Expected Life                                                   1 to 7 years
Risk free interest rate                                        2.44% - 5.44%
Dividend yield                                                 4.78% - 5.89%
Volatility                                                            25.74%

The effects of applying SFAS No. 123 on pro forma disclosures of net income and
earnings per share for 2001 are not likely to be representative of the pro forma
effects on net income and earnings per share in future years for the following
reasons: (i) the number of future shares to be


                                      F-20
<PAGE>


issued under the Plan is not known, and (ii) the assumptions used to determine
the fair value can vary significantly.

Disclosures of the fair value of options granted for the year ended December 31,
2001, have been estimated at the date of grant using a Black-Scholes
option-pricing model. The Black-Scholes option model was developed for use in
estimating the fair value of traded options that have no vesting restrictions
and are fully transferable. In addition, option valuation models require the
input of highly subjective assumptions, including the expected share price
volatility. The Company's options have characteristics significantly different
from those of traded options, and changes in the subjective input assumptions
can materially affect the fair value estimate. The weighted average fair value
of the options at the date of grant for the options granted under the Plan was
$3.65.

NOTE 13: 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 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 14: 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 at least 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. In addition, the Company's non-US subsidiaries are subject to
income taxes imposed by the jurisdictions in which those subsidiaries conduct
business.

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



                                      F-21
<PAGE>


The income tax provision, all current, for the years ended December 31, 2001,
2000 and 1999 is as follows:

                                     2001              2000             1999
                                  -----------       -----------       ----------
US:
Federal                           $ 5,852,480       $ 8,568,658      $ 6,190,927
State and local                     1,286,945         2,460,954        2,219,031
                                  -----------       -----------      -----------
                                    7,139,425        11,029,612        8,409,958
Other:                                 13,378              --               --
                                  -----------       -----------      -----------
                                  $ 7,152,803       $11,029,612      $ 8,409,958
                                  ===========       ===========      ===========

NOTE 15: PENSION BENEFITS

The Company sponsors both a defined contribution profit-sharing plan (including
a 401(k) feature) and a defined contribution money-purchase plan in the US. In
2000, the Company implemented a Bermuda pension plan and in 2001 a plan was
created in the United Kingdom. These plans cover substantially all employees who
meet the minimum age, service and eligibility requirements.

Total employer contributions amounted to $1,258,631, $1,165,643 and $867,304 for
the years ended December 31, 2001, 2000 and 1999, respectively. Participants are
immediately vested in their account balances.

NOTE 16: LEASE COMMITMENTS

The Company has several lease agreements in various locations including Bermuda,
New York, Maine, London and The Netherlands. 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, 2001 were as follows:

           2002                                     $  2,387,646
           2003                                        2,650,791
           2004                                        2,622,843
           2005                                        2,648,517
           2006                                        2,512,544
           Thereafter (through 2021)                   8,515,188
                                                    ------------
                                                    $ 21,337,529
                                                    ============

Total rent expense for all operating leases was $2,173,441, $1,785,499 and
$1,640,838, for the years ended December 31, 2001, 2000 and 1999, respectively.



                                      F-22
<PAGE>


Included in the table above is an annual amount of $180,000 and an aggregate 19
year total commitment amount of $3,300,000 payable to Kirk Management Ltd., a
40% unconsolidated affiliate of the Company, which owns Trinity Hall, the
Company's headquarters in Hamilton, Bermuda. In addition, included in the table
above is an annual amount of $135,973 and an aggregate four year total
commitment amount of approximately $544,000 payable to a company owned by the
former principals of TPR & Partners N.V.

NOTE 17: 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:

                                                Fee Revenue
                                                -----------
                                2001                2000                1999
                            ------------        ------------        ------------
US                          $ 90,348,326        $113,865,779        $115,187,546
Non-US                        25,644,745          35,484,673          38,119,130
                            ------------        ------------        ------------
Total                       $115,993,071        $149,350,452        $153,306,676
                            ============        ============        ============

NOTE 18: SUBSEQUENT EVENTS

On January 1, 2002, 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 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 $8,315,623, being
the excess of the shares' fair value over their initial issue price. The
respective purchase price allocations were increased accordingly.

On January 4, 2002, the Company declared a dividend of $0.30 per share to
shareholders of record as of January 18, 2002, payable on January 31, 2002 in
the aggregate amount of $14,349,559.

On January 25, 2002, the Board of Directors of the Company adopted an amendment
to the 2001 Employee Equity Incentive Plan, which, among other changes,
increased the number of common shares available for awards under the Plan by one
million.


                                      F-23
<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 28, 2002


<PAGE>



                                INDEX TO EXHIBITS


Number                 Exhibit
------    ---------------------------------------------------------------------
4.9       Share Exchange Agreement, dated as of November 14, 2001, between W.P.
          Stewart & Co., Ltd. and TPR Holding B.V.

4.10      Deferred Share Exchange Agreement, dated as of November 14, 2001,
          among W.P. Stewart & Co., Ltd., W.P. Stewart Asset Management
          (Europe), Ltd. and TPR Holding B.V.

8.1       Subsidiaries of the Registrant

10.1      Consent of PricewaterhouseCoopers LLP


                                      E-1