Half-yearly Report

LONDON--()--

The World Trust Fund
Unaudited Half-Yearly Report
September 30th, 2012

Financial Highlights
for the six months ended September 30th, 2012

 

 

US$

 

£

Net Asset Value as at September 30th, 2012

Basic: 3.42 Basic: 2.12
Diluted: 3.39 Diluted: 2.10

Change in Net Asset Value per share

Basic: 0.6% Basic: -0.5%
Diluted: 0.6% Diluted: -0.5%

Share Price as at

September 30th, 2012

3.02 1.87

Decrease in Share Price

-2.7% -1.8%

Decrease in MSCI AC World Index

-0.9% -0.2%

Total Net Asset as at

September 30th, 2012

166.1m 102.9m

Discount to Net Asset Value as at

September 30th, 2012

-10.8% -10.8%

Corporate Information

Directors

Philip R. McLoughlin (Chairman)
Duncan Budge *†
James Cave *††
John M. Hignett *
Howard Myles **†
Alexander E. Zagoreos

* Member of the Audit Committee
** Chairman of the Audit Committee
† Member of the Nominations Committee
†† Chairman of the Nominations Committee

Domiciliary, Registrar, Transfer and

Administrative Agent

 

Custodian, Listing and Paying Agent

State Street Bank Luxembourg S.A.

49, avenue J.F. Kennedy

L-1855 Luxembourg

State Street Bank Luxembourg S.A.

49,avenue J.F.Kennedy

L-1855 Luxembourg

Registered Office Financial Adviser and Broker
State Street Bank Luxembourg S.A.

49, avenue J.F. Kennedy

L-1855 Luxembourg

Westhouse Securities Limited

One Angel Court

London EC2R 7HJ

United Kingdom

Manager   Company Secretary
Lazard Asset Management LLC

30 Rockefeller Plaza

New York, NY 10112 USA.

Capita Company Secretarial Services

Beaufort House

51 New North Road

Exeter EX4 4EP

United Kingdom

Approved Statutory Auditor Website
Deloitte Audit Société à responsabilité limitée

560, rue de Neudorf

L-2220 Luxembourg

www.theworldtrustfund.com

General Information

● NAV stands for Net Asset Value and represents shareholders’ funds expressed as an amount per individual share. Shareholders’ funds are the total value of the Fund’s assets at current market value less its liabilities.

● The Net Asset Value per Share is expressed in US Dollars (“US$”) and, since October 30th, 2009 the Fund’s shares are traded in Pounds Sterling (“£”). For information purposes only the Fund’s Net Asset Value per Share is since October 30th, 2009 is also reported in its Pounds Sterling equivalent.

● Unaudited half-yearly reports and audited annual reports are made available at the Registered Office of the Fund and are mailed to each registered Shareholder.

● The Annual General Meeting of Shareholders is held in Luxembourg each year at 3 p.m on the third Tuesday in August or, if any such day is not a business day for banks in Luxembourg, on the next following business day. Notices of General Meetings, including their agenda, time and place and containing details of attendance, quorum and majority requirements under Luxembourg law, will be sent to the registered address of Shareholders not less than 21 days before the date of the Meeting.

● Annual reports (including audited accounts) will be posted to Shareholders not less than 21 days before the day fixed for the Annual General Meeting at which they are to be considered.

● A dividend has not been paid since the Fund’s inception.

● The Shares of the Fund are listed on the main market of the London Stock Exchange. The quotation is published daily in the London edition of the “Financial Times” under “Investment Companies”, and also on Bloomberg.

Directors’ Responsibility Statement

The Directors confirm that, to the best of their knowledge:

● the financial statements, which have been prepared in accordance with the applicable set of accounting standards (being the legal and regulatory requirements in Luxembourg relating to investment funds) give a true and fair view of the assets, liabilities, financial position and profit or loss of the Fund as at September 30th, 2012 and for the financial period then ended; and

● the Manager’s Review includes a fair review of the development and performance of the business and the position of the Fund, together with a description of the principal risks and uncertainties that it faces; and

● the financial statements include a fair review of any related party transactions that have materially affected the financial position or the performance of the Fund and any changes to the related party transactions described in the last Annual Report that could have material effect on the financial position or performance of the Fund.

On behalf of the Board

Philip R. McLoughlin
Chairman

November 14th, 2012

Investment Objective

The Fund seeks to achieve long-term capital appreciation by investing primarily in a diversified portfolio of companies whose shares trade at a discount to the underlying net asset value. The Fund measures its performance against the MSCI All Country World Index.

Investment Policy

Asset Allocation

The Fund invests in closed-end funds, investment trusts, holding companies and other similarly traded companies whose shares are listed or traded on international exchanges and generally at a discount to their net asset value. The Fund seeks actively to encourage boards and managements to take steps to enhance shareholder value and seeks to take a constructive and active role to help reduce the discount at which the shares of the underlying companies trade.

Risk Diversification

The Fund seeks to provide broad exposure to the markets through holding a diversified portfolio of investment companies, including closed-end funds, investment trusts, holding companies and similarly traded companies.

Gearing and Hedging

The Fund may use gearing (the ability to borrow), and the level of gearing may vary from time to time. The Board has authorised the Manager to use gearing in an amount not to exceed 15% of the Fund’s Net Asset Value. In future the Board may determine to increase the amount of gearing that the Manager is authorised to use to an amount not to exceed 25% of the Fund’s Net Asset Value. Shareholders should note that gearing increases the scale of any profits or losses.

The Fund is permitted to seek to hedge long positions by selling short stock indices, stocks, and shares of exchange-traded funds or closed-end funds up to 100% of the Fund’s Net Asset Value. The Fund may also hedge its currency exposure against the US Dollar. Shareholders should note that the use of such techniques involves risks, including the risk of complete loss of value of any short position.

Manager’s Review
For the six months from April 1st, 2012 to September 30th, 2012

During the reporting period, the Fund’s net asset value rose 0.6%, slightly lagging the Fund’s benchmark, the MSCI All Country World Index, which gained 0.9%. The World Trust Fund share price, as traded on the London Stock Exchange, lost 2.7%.

Market Review

Global equity markets were dominated by crises, unrest, and economic uncertainties during the six-month period under review. The European debt crisis continued to escalate, putting the very survival of the Euro itself in doubt. War and unrest continued to spread in the Middle East, with a potential war lurking on the nuclear issue involving Iran and Israel. A recession in Europe, continued high unemployment in the United States, and an unexpectedly severe slowdown in China, recently the world’s growth engine, all combined to pose a challenging investment environment. On the positive side, central banks eased aggressively to support economic growth, with more than 260 announced policy easing initiatives worldwide over the past 12 months. Global equity markets, as represented by the MSCI All Country World Index, continued to be volatile, falling 5.1% in the second quarter and then recovered 6.7% in the third quarter.

Performance

The Fund’s performance was negatively impacted by investments in emerging markets, and an underweight position in the United States relative to the benchmark as the United States held up well due to investors’ flight to quality. Not surprisingly, investments in China, Japan, the European smaller company sector and global resources/commodities underperformed. However, we see good value in these areas, and believe that the Fund is well positioned for the future. The average discount of the Fund holdings widened slightly over the period, which had a negative impact on returns.

On the other hand, short positions in Europe and the emerging markets helped protect the Fund from declining markets during the quarter ended June, and generated a positive contribution of 2.1%.

Selective investments generated positive returns. Among the good performers, BB Biotech and International Biotechnology Trust were defensive positions and both held up during volatile markets, as did the telecom services sector, represented by Gabelli Multi-Media Trust. Jardine Strategic Holdings recovered well during the calendar third quarter as a result of the good earnings of the underlying companies and its narrowing discount. In addition, corporate actions, which included tender offers, buybacks, management restructuring, and introductions of discount management plans, had a positive effect on the Fund’s net asset value.

*All percentages above are quoted in US Dollars, unless otherwise noted.

Share Information

  September 30th,   March 31st,   September 30th,
Share Data 2012 2012 2011
 
Share Price (£) 1.8725 1.93 1.69
Share Price (US$)* 3.02 3.08 2.63
Diluted NAV (US$)* 3.39 3.37 2.92
Diluted NAV (£) 2.10 2.11 1.87
Discount to NAV* (10.80%) (8.80%) (9.90%)

*Converted into U.S. Dollars using foreign exchange rates as determined by the Administrator.

The Portfolio

Regional and country allocations are the result of our bottom-up stock selection process, which is focused on identifying companies that trade at compelling discounts and owning assets that are undervalued.

  Weight
Top 10 holdings as at September 30th, 2012 %
 
First Pacific Company Limited 7.6%
Eaton Vance Tax-Managed Global Buy-Write Opportunities Trust 7.1%
JP Morgan Emerging Markets Investment Trust 4.3%
JP Morgan European Smaller Companies Trust 4.3%
Eurazeo 3.9%
Swiss Helvetia Fund 3.6%
General American Investors Company 3.6%
Clough Global Opportunities 3.5%
Polar Capital Technology Trust 3.3%
China Everbright 3.2%
 
Total (Top 10) 44.4%

The following list identifies the top five contributors and detractors by performance over the six-month period ended September 30th, 2012;

Top 5 Contributions to NAV Return

Company   Average Portfolio Weight Average %   Total Return %   Contribution Return %
 
BB Biotech 1.8% 22.9% 0.5%
Eaton Vance Global Buy-Write Opportunities Trust 4.2% 4.3% 0.3%
Jardine Strategic Holdings 2.5% 11.4% 0.3%
Gabelli Multi-Media Trust 1.9% 13.0% 0.3%
International Biotechnology Trust 1.5% 17.3% 0.3%

Top 5 Detractors from Returns (NAV)

Company   Average Portfolio Weight Average %   Total Return %   Contribution Return %
 
China Everbright 3.7% (14.4%) (0.7%)
Blackrock World Mining Trust 1.8% (12.0%) (0.3%)
JPM European Smaller Co. Trust 4.3% (5.2%) (0.3%)
JPMorgan Japanese Investment Trust 2.1% (9.2%) (0.2%)
Advance Developing Markets Fund 2.8% (6.5%) (0.2%)

Top 5 Country Weightings as at September 30th, 2012

Based on the exposures of the underlying holdings within investments held by the Fund

    % World Trust Fund Portfolio   % MSCI AC World

Index

 
United States 18.5% 47.3%
Japan 7.9% 7.2%
United Kingdom 7.6% 8.3%
China 7.4% 2.2%
Switzerland 6.5% 3.1%

Regional and country allocations are the result of our bottom-up stock selection process, which is focused on identifying companies that trade at compelling discounts and owning assets that are undervalued.

Portfolio Hedging

During the six-month period, two short sales of exchange-traded funds were made and later covered.

    Position   Total Return   Contribution
 
iShares Germany (5.0%) (18.5%) +0.9%
iShares Emerging (10.0%) (12.4%) +1.2%

Corporate Events & Restructuring

Over the six-month period, a significant number of the Fund’s holdings announced or completed corporate action and restructuring measures aimed at reducing discounts and enhancing shareholder value. These include open endings of closed-end funds, share buybacks, increased or special distributions, and tender offers. Several companies recorded more than one event during the period. Listed below are the most significant examples.

Tender Offers

Five holdings conducted tender offers. China Fund conducted a tender offer for 25% of the shares at a discount of 1%. We were able to sell 44.79% of the Fund’s investments. Taiwan Fund tendered for 50% of the shares at a discount of 1%, and we sold 60.4% of the Fund’s investments at the tender. JPMorgan European Smaller Companies Trust, Morgan Stanley Asia Pacific, and New Germany Fund all conducted smaller-scale tenders.

Open Ending

Dexion Equity Alternative proposed a 20% tender offer in July, but with 74% of investors requesting redemptions, the board withdrew the offer and instead proposed a winding up of the company.

Share Buybacks

Three of the Fund’s holdings announced new and enhanced share buyback programs: First Pacific, Eaton Vance Tax-Managed Global Buy-Write Opportunities Fund, and BB Biotech.

Distributions

Two holdings implemented a new distribution policy. BB Biotech will pay a 10% dividend and F&C Private Equity will pay a dividend of at least 4%.

Discounts

The Fund is listed on the London Stock Exchange and its shares, listed in Sterling, traded at an average discount of 11.3% during the six-month period, ranging from a high of 14.4% to a low of 8.1%. At the end of the period the Fund traded at a discount of 10.8%. Both the Board and the manager are actively monitoring the Fund’s discount.

Outlook

War, social unrest, and political and economic crises are daily occurrences. Financial markets are certain to be volatile. While the future is uncertain, we are comfortable with the attractive market valuations, in the context of unprecedented global liquidity. The Fund’s current investments are well-diversified across geographies, sectors, and companies; we believe our approach should profit from the current abundance of opportunities around the world.

Kun Deng, CFA

Lazard Asset Management LLC
Manager

November 14th, 2012

Statement of Net Assets (in US$)

  As at

September 30th, 2012

  As at

March 31st, 2012

Assets    
 
Securities portfolio at market value (Cost: US$ 158,574,921) 167,796,380 166,439,233
Cash 198,643 -
Receivable from broker in respect of securities sold short (see Note 14) - 25,083,895
Receivable on sales of securities - 1,182,004
Income receivable on portfolio 322,435 159,297
     
Total assets 168,317,458 192,864,429
 
Liabilities    
 
Securities sold short at market value - 25,080,500
Bank liabilities - 3,412
Interest payable on bank liabilities 8,334 6,189
Accrued expenses 530,899 493,456
     
Total liabilities 539,233 25,583,557
     
Net Assets at the End of the Period 167,778,225 167,280,872
     
Number of Shares outstanding

(see Note 6)

48,999,603 49,236,902
 
Net Asset Value per Share in US$ (see Note 1) 3.42 3.40
Equivalent Net Asset Value per Share in £ (see Note 1) 2.12 2.13
 
Diluted Net Asset Value per Share in US$ 3.39 3.37
Equivalent Diluted Net Asset Value per Share in £ 2.10 2.11

Shareholders’ Equity (in US$)

  As at

September 30th, 2012

  As at

March 31st, 2012

Capital and Reserves    
 
Original Capital: 93,317,380 Shares at US$ 0.2 (see Note 6) 18,663,476 18,663,476
Share Premium 70,220,782 70,220,782
Legal Reserve (see Note 7) 1,866,348 1,866,348
Profit brought forward 159,158,143 150,484,447
Cost of 12,617,747 Shares held in Treasury (see Note 5) (19,408,565) (18,708,183)
Cost of 31,700,030 Shares cancelled (see Note 6) (67,103,990) (67,103,990)
     
Total Capital and Reserves 163,396,194 155,422,880
 
     
Repurchase of 1,334,756 Warrants (issued 1991) (8,631,613) (8,631,613)
Net realised profit for the Period 3,792,720 8,673,696
Unrealised appreciation on securities 9,221,459 11,814,539
Unrealised appreciation/depreciation on foreign exchange (535) 1,370
     
Total Shareholders’ Equity 167,778,225 167,280,872

Statement of Operations (in US$)

  For the period ended

September 30th, 2012

  For the period ended March 31st, 2012   For the period ended September 30th,

2011

 
Income      
Dividends, net (including return of capital) 2,297,945 5,880,298 2,623,329
Interest on bank accounts 255 - 6
 
       
Total income 2,298,200 5,880,298 2,623,335
 
Expenses      
Management fees

(see Note 3)

605,974 1,309,231 688,495
Directors’ fees and expenses (see Note 10) 194,876 402,920 187,275
Professional fees (see Note 8) 92,258 835,516 203,576
Custodian fees (see Note 9) 65,590 127,867 69,000
Company Secretarial fees and expenses (see Note 11) 59,794 164,040 -
Central administration costs 56,409 112,266 58,071
Taxe d’abonnement (see Note 4) 41,851 82,028 19,865
Interest paid 12,415 52,674 42,345
Other expenses 69,121 157,039 68,626
 
Total expenses 1,198,288 3,243,581 1,337,253
       
Net Investment Income 1,099,912 2,636,717 1,286,082
 
Net Realised Gain/Loss      
 
- on securities 2,699,770 6,841,964 2,921,311
- on forward foreign exchange contracts 5,008 (14,025) (12,933)
- on foreign exchange (11,970) (790,960) (129,136)
       
Total Net Realised Gain/Loss 2,692,808 6,036,979 2,779,242
  For the period ended   For the period ended   For the period ended
September 30th, 2012 March 31st,

2012

September 30th, 2011
Change in Unrealised Gain/loss
- on securities (2,593,080) (18,267,084) (36,897,796)
- on foreign exchange (1,905) 2,454 798
       
Total Change in Unrealised Loss (2,594,985) (18,264,630) (36,896,998)
       
Result of Operations* 1,197,735 (9,590,934) (32,831,674)

* Result of Operations is the sum of Net Investment Income, Total Net Realised Gain and Total Change in Unrealised Loss.

Statement of Changes in Net Assets (in US$)

  As at   As at
  September 30th, 2012 March 31st, 2012
 
Net assets at the beginning of the period 167,280,872 191,624,596
Net investment income 1,099,912 2,636,717
Net realised gain on securities 2,699,770 6,841,964
Net realised gain/loss on forward foreign exchange contracts

5,008

(14,025)

Net realised loss on foreign exchange (11,970) (790,960)
     
Total net realised gain 2,692,808 6,036,979
 
Change in unrealised loss on securities (2,593,080) (18,267,084)
Change in unrealised gain/loss on foreign exchange

(1,905)

2,454

     
Total change in unrealised loss (2,594,985) (18,264,630)
     
Repurchase and issue of Shares (700,352) (14,752,790)
     
Net Assets at the end of the period 167,778,225 167,280,872

Statistical Information about the Fund (in US$)

    September 30th, 2012   March 31st, 2012   September 30th, 2011
 
Total Net Assets 167,778,225 167,280,872 157,399,506

Net Asset Value per Share in US$

(see Note 1)

 

 

3.42

 

 

3.40

 

 

2.92

Equivalent Net Asset Value per Share in £ (see Note 1)

 

 

2.12

 

 

2.13

 

 

1.87

Statement of Changes in Shares Outstanding

For the Six Months Ended September 30th, 2012 (See Note 6)

Number of Shares Outstanding at the beginning of the period   49,236,902
Number of Shares issued 2,701
Number of Shares repurchased (see Note 5) (240,000)
Number of Shares outstanding at the end of the period 48,999,603

Statement of Investments and Other Net Assets
September 30th, 2012

Description   Number of Shares   Acquisition Cost (US$)   Market value (US$)   Currency  

% of total net assets (US$)

 
     
 
Investments in Securities
 
Transferable Securities admitted to an Official Stock Exchange Listing
 
Securities Held Long
First Pacific Company Limited

11,777,600

7,474,221

12,789,109

HKD

7.62

F&C Private Equity Trust Plc

1,078,580

11,651,188

11,972,238

US$

7.14

JP Morgan Emerging Markets Investment Trust Plc

 

832,200

 

3,238,032

 

7,283,591

 

£

 

4.34

JP Morgan European Smaller Companies Trust Plc

 

676,930

 

6,077,098

 

7,274,621

 

£

 

4.34

Eurazeo 142,538 4,483,632 6,529,954 EUR 3.89
Swiss Helvetia Fund Inc.

556,343

7,690,294

5,997,378

US$

3.57

General American Investors Company Inc.

204,923

5,823,199

5,959,161

US$

3.55

Clough Global Opportunities Fund

508,181

5,367,222

5,945,718

US$

3.54

Polar Capital Technology Trust Plc

888,408

2,770,130

5,619,331

£

3.35

China Everbright Ltd 4,252,000 4,620,639 5,313,595 HKD 3.17
Aberdeen Emerging Markets Telecommunications and Infrastructure Fund Inc.

245,396

3,313,575

5,074,789

US$

3.02

China Merchants China Direct Investments Ltd

 

3,619,190

 

8,056,861

 

4,695,488

 

HKD

 

2.80

Advance Developing Markets Trust Plc

677,582

1,733,831

4,565,378

£

2.72

Jardine Strategic Holdings Ltd

125,500

3,369,722

4,256,960

US$

2.54

ASA Ltd 157,969 3,484,399 3,980,819 US$ 2.37
RCM Technology Trust Plc

777,396

2,497,126

3,979,423

£

2.37

BB Biotech AG 38,828 3,164,272 3,911,699 CHF 2.33
New Germany Fund Inc.

260,478

3,531,300

3,779,536

US$

2.25

Gabelli Global Multimedia Trust Inc.

442,800

4,037,750

3,484,836

US$

2.08

JP Morgan Japanese Investment Trust Plc 1,385,000 4,806,250 3,455,388 £ 2.06
JP Morgan Japanese Smaller Companies Investment Trust Plc 1,400,000 9,113,388 3,074,578 £ 1.83
- Subscription shares

280,000

-

24,868

£

0.01

Central Europe and Russia Fund Inc.

87,363

3,650,482

2,917,051

US$

1.74

Blackrock World Mining Trust Plc

303,724

2,128,187

2,839,725

£

1.69

International Biotechnology Trust Plc

 

779,900

 

1,463,895

 

2,682,484

 

£

 

1.60

MS Asia Pacific Fund Inc.

189,403

2,375,479

2,645,960

US$

1.58

F&C Private Equity Trust Plc

797,700

2,809,915

2,144,729

£

1.28

Investor AB 91,585 1,661,028 2,016,075 SEK 1.20
Dexion Equity Alternative Ltd

1,004,992

1,612,830

1,981,918

£

1.18

Herald Investment Trust Plc

230,480

1,631,398

1,901,834

£

1.13

Oryx International Growth Fund Ltd

455,000

1,663,909

1,873,571

£

1.12

Fidelity Japanese Values Plc

2,300,000

2,541,655

1,857,019

£

1.11

- Subscription shares 460,000 - 12,999 £ 0.01
Mexico Fund Inc. 68,066 2,248,643 1,835,740 US$ 1.09
Tri-Continental Corp. 102,410 1,531,299 1,661,090 US$ 0.99
Schroder Japan Growth Fund Plc

1,200,000

1,640,920

1,654,362

£

0.99

Templeton Emerging Markets Investment Trust Plc

 

176,295

 

1,574,893

 

1,579,980

 

£

 

0.94

Metro Pacific Investments Corp.

15,160,000

965,978

1,522,723

PHP

0.91

The Henderson Smaller Companies Investment Trust Plc

 

207,008

 

912,514

 

1,137,375

 

£

 

0.68

Invesco Perpetual UK Smaller Companies Investment Trust Plc

 

319,406

 

955,945

 

1,099,249

 

£

 

0.66

The Taiwan Fund Inc. 62,992 883,778 1,039,368 US$ 0.62
Haci Omer Sabanci Holdings AS

230,300

920,250

1,009,745

TRY

0.60

Utilico Emerging Markets Ltd

392,033

797,461

1,006,557

£

0.60

British Empire Securities and General Trust Plc

 

124,592

 

811,190

 

881,217

 

£

 

0.53

China Fund Inc. 39,406 1,193,325 878,360 US$ 0.52
Prospect Japan Fund Ltd

1,050,000

2,203,391

834,750

US$

0.50

North Atlantic Smaller Companies Investment Trust Plc

 

36,000

 

608,375

 

610,975

 

£

 

0.36

Tau Capital Plc 997,500 997,500 467,578 US$ 0.28
Biotech Capital Ltd 7,435,950 2,304,861 308,532 AUD 0.18
Dolphin Capital Investors Ltd 475,000 832,280 176,417 £ 0.10
 
149,225,510 159,545,841 95.08
           
           
 
Other Transferable Securities
Money Market Instrument
 
State Street Institutional Investment Trust 8,250,539 8,250,539 8,250,539 US$ 4.92
 
Companies in Liquidation*
 
Advance UK Trust Plc 275,518 - - £ -
Italy Fund Inc. 195,906 - - US$ -
Trans Balkan Investments Ltd

61,400

1,098,872

-

£

-

           
Total Investments in Securities

158,574,921

167,796,380

100.00

Other Net Assets/Liabilities** (18,155) -
           
Total Net Assets 167,778,225 100.00

* Shares in liquidation and held at zero value unless otherwise advised by liquidator and where cost is nil.

** Other net assets/liabilities are denominated in US$.

   
Currency Exposure of Portfolio
 
United States Dollar (USD) 70,981,871 42.31
Pound Sterling (£) 58,717,589 34.99
Hong Kong Dollar (HKD) 22,798,192 13.59
European Euro (EUR) 6,529,954 3.89
Swiss Francs (CHF) 3,911,699 2.33
Swedish Krona (SEK) 2,016,075 1.20
Philippine Peso (PHP) 1,522,723 0.91
Turkish Lira (TRY) 1,009,745 0.60
Australian Dollar (AUD) 308,532 0.18
           
167,796,380 100.00

Notes to the Financial Statements September 30th, 2012

Note 1 – General

The World Trust Fund (the “Fund”) is an investment company with limited liability organized as a «société anonyme» under the laws of the Grand Duchy of Luxembourg and is governed by part II of the Luxembourg law of December 17th, 2010 on Collective Investment Undertakings.

The Fund was incorporated in Luxembourg on June 20th, 1991 for an unlimited duration. The Fund’s Articles of Incorporation (the “Articles”) have been published in the ‘Mémorial, Recueil des Sociétés et Associations’.

The Fund’s primary investment objective is to achieve long-term capital appreciation, primarily through investments in closed-end funds, investment trusts, holding companies, and other similarly traded companies whose shares are listed or traded on international exchanges, and generally at a discount to net asset value.

The currency in which the Fund’s Shares are traded was changed from US$ to £ on October 30th, 2009.

The equivalent Net Asset Value (‘’NAV’’) per Share in £ represents the NAV per Share in US$ converted with the exchange rate at September 30th, 2012 (Note 2).

Note 2 – Significant Accounting Policies

a) Presentation of Accounts

The financial statements are presented in conformity with the legal and regulatory requirements in Luxembourg relating to investment funds. The Fund keeps its books and records in US$.

b) Valuation

1) The NAV per Share is calculated in accordance with Article 22 of the Articles on each Valuation Date (as defined in the Articles).

The NAV per Share is determined by dividing the Net Assets of the Fund, being the value of its assets less liabilities, by the number of Shares then in issue.

2) In calculating the NAV per Share, income and expenditure are treated as accruing from day to day and the Articles provide, inter alia, that:

(i) securities which are quoted or dealt in on any stock exchange or other regulated market are valued at the settlement or closing price on the last full business day on which such exchange or market is open for trading preceding the applicable Valuation Date;

(ii) if securities are quoted, listed, traded or dealt on more than one stock exchange or regulated market, the Board of Directors (the “Board”) may select for the purposes of valuation the stock exchange or regulated market which they consider provides the fairest criterion of value for the relevant securities; and

(iii) if securities are not quoted or dealt on any stock exchange or regulated market or if, with respect to securities quoted or dealt on any stock exchange or dealt on any regulated market, the price as determined pursuant to paragraph (i) above is not representative of the fair market value of the relevant securities, the value of such securities will be determined by reference to their reasonably foreseeable sales price determined prudently and in good faith.

3) Purchases of securities are recorded at cost. Realised gains or losses on securities sold are computed on an average cost basis.

4) The value of cash in hand or on deposit, bills and notes payable on presentation, accounts due, prepaid expenses and dividends and interest declared and fallen due but not yet received generally consists of the nominal value of such assets. However, in the event that it seems improbable that such value can be realised, the value is determined by deducting a sum which the Board considers appropriate to reflect the realisable value of such asset.

The value of any cash on hand or on deposit, bills and demand notes and accounts receivables, prepaid expenses, cash dividends and interest declared or accrued as aforesaid and not yet received shall be deemed to be the full amount thereof, unless in any case the same is unlikely to be paid or received in full, in which case the value thereof shall be arrived at after making such discount as the Fund may consider appropriate in such case to reflect the true value thereof.

5) Foreign currencies: Monetary assets and liabilities denominated in foreign currencies in the Statement of Net Assets are translated into US$ at the rates of exchange ruling at the end of the period. Transactions in foreign currencies are recorded in US$ based on the exchange rates applicable at the date of the transactions.

The following significant exchange rates have been applied for the conversion as of September 30th, 2012:

            US$
1 AUD Australian Dollar 1.037300281
1 CHF Swiss Francs 1.063264221
1 EUR Euro 1.285049731
1 £ Pound Sterling 1.614799313
1 HKD Hong Kong Dollar 0.128964864
1 KRW South Korean Won 0.000899746
1 PHP Philippine Peso 0.023972192
1 SEK Swedish Krona 0.152234807
1 TRY Turkish Lira 0.556405620

c) Income Recognition

Interest and dividend income is recorded on an accrual basis, net of any withholding taxes in the relevant country.

Note 3 – Management and Performance Related Fees

The Manager is entitled to receive a fee at the rate of 0.75% per annum calculated each quarter on the basis of the daily NAV per Share during the relevant quarter and paid quarterly.

At each fiscal year end, the appreciation over the previous 2 year period of the Fund against the Benchmark with net reinvested dividends is calculated and converted into a per annum rate. If the rate of appreciation of the Fund so calculated (the “Actual Rate”) exceeds by more than 5% the rate of appreciation of the Benchmark so calculated (the “Reference Rate”), the Manager shall be entitled to a performance related fee at the rate of:

(i) 5% of the amount by which the NAV per Share has exceeded by 5% or more, but by less than 10%, and

(ii) 10% of the amount by which the NAV per Share has exceeded by 10% or more, but by less than 15%, and

(iii) 15% of the amount by which the NAV per Share has exceeded by 15% or more, but by less than 20%, and

(iv) 20% of the amount by which the NAV per Share has exceeded by 20% or more;

(in each case) per annum the compound growth rate of the Benchmark during the two preceding years, provided that the growth of the Benchmark during such period is positive.

For the six months ended September 30th, 2012, there was no performance fee payable by the Fund.

Out of its fees, the Manager will pay its own expenses and those of any investment advisers retained by it.

Note 4 – Taxes

As a Luxembourg investment company, under present laws the Fund is not subject to income taxes in Luxembourg. Irrecoverable taxes may be withheld at the source on dividends and interest received on investment securities.

According to the amended law of December 17th, 2010, the Fund is subject to Luxembourg subscription duty (“taxe d’abonnement”) at the rate of 0.05% per annum of its Net Assets, such tax being payable quarterly on the basis of the Total Net Assets of the Fund at the end of the relevant quarter.

However, the value of investments in other investment companies already subject to Luxembourg subscription duty is no longer subject to this tax.

Note 5 – Repurchases of Shares

During the six months ended September 30th, 2012 the Fund made the following repurchases of its shares, to be held in Treasury:

Date   Shares   Price per
    Share (£)
August 15th, 2012 140,000 1.8675
September 13th, 2012 100,000 1.8475
     
240,000

Note 6 – Capital

The Fund has authorised Share capital of US$ 30,000,000 represented by 150,000,000 Shares of a par value of US$ 0.2 each.

The initial subscribed capital amounted to US$ 45,000 and was represented by 45,000 Units (each Unit consists of five Shares and one Warrant).

All Shares have been fully paid in cash of US$45,000 together with total issue premiums of US$ 180,000.

On September 27th, 1991 the Board decided to increase the capital to US$ 17,777,490 by the issue of 8,888,745 additional Shares and 1,773,249 additional Warrants attached thereto, against payment in cash of a total of US$ 17,732,490 and a total Share premium of US$ 66,496,838. This increase was approved by notarial deed dated October 18th, 1991.

The Warrant holders could exercise their subscription rights in any of the years 1996 to 2001 inclusive. Each Warrant gave the right to subscribe to one Share at a price of US$ 10.

By a resolution of the meeting of the Board dated June 6th, 2002 the Board decided to increase the capital by creation of 442,993 new Shares of US$ 2 each, with a Share premium of US$ 3,543,944. All the 442,993 Shares had been entirely subscribed and fully paid in cash, so that the amount of US$ 4,429,930 was received by the Fund.

The balance of the Warrants had been converted into Shares in accordance with the prospectus.

The Fund is required by Luxembourg law to transfer 5% of its yearly net profits to a non distributable legal reserve until such reserve amounts to 10% of the Fund’s nominal Share capital. This reserve is not available for dividend distribution.

At an EGM of the Fund held on June 27th, 2008 the Fund was granted the authority to make market purchases of up to 10% of its issued Share capital. Three further resolutions were proposed at this EGM, but since the requisite quorum was not obtained, a second EGM was held on July 31st, 2008, at which the following resolutions were proposed and duly passed:

1. reducing the Fund’s Share capital by cancelling the 3,170,003 Ordinary Shares held in Treasury and amending the Articles of Incorporation (“Articles”) accordingly;

2. amending Article 20 of the Articles in order to comply with the Listing Rules and the price at which Ordinary Shares may be bought back by the Fund; and

3. amending the Articles in order to reflect a number of updates to the Luxembourg law of August 10th, 1915 concerning commercial companies.

At an EGM of the Fund held on February 2nd, 2010 the following resolutions were proposed and unanimously passed:

1. subdivision of the Share capital of the Fund so that Shareholders receive 10 New Ordinary Shares of nominal value US$ 0.2 each in exchange for each existing Share;

2. amending Article 20 of the Articles to reflect the amendments of the Luxembourg law of August 10th, 1915 concerning commercial companies in relation to share buy backs; and

3. granting the Board authority to repurchase up to 14.99% of the Fund’s issued Share capital, provided that certain conditions are met.

From February 3rd, 2010 following the subdivision, the Fund’s Share capital amounted to 60,217,350 Ordinary Shares.

On August 31st, 2011 the Share capital of the Fund was reduced, by a resolution at the EGM, cancelling 6,179,287 shares held in Treasury.

On September 9th, 2011, the Fund issued 10,807,612 warrants by way of a bonus issue to shareholders on a one for five basis.

Each Warrant confers the right, exercisable by notice to the Fund which may be given semi-annually on the last business day in March and September between March 2012 and March 2014, inclusive, to subscribe, on the relevant date, for one share of the Fund at a Subscription Price of US$3.23 (if exercised on the Subscription Dates up to and including the last business day in March 2013) and US$3.51 (if exercised on the Subscription Dates in September 2013 and March 2014).

On April 11th, 2012, following the exercise of Warrants, the Board approved the issue and allotment of 2,701 Ordinary Shares, which were listed and admitted to trading on the London Stock Exchange on April 18th, 2012.

As at September 30th, 2012 the Fund’s issued Share capital consisted of 54,040,764 Ordinary Shares, of which 48,999,603 Ordinary Shares were with voting rights and 5,041,161 Ordinary Shares held in Treasury were without voting rights.

Note 7 – Legal Reserve

In accordance in Luxembourg requirements, at least 5% of the annual net profit must be transferred to a legal reserve. This requirement is satisfied when the reserve is equal to 10% of issued share capital.

The legal reserve is not available for distribution.

Note 8 – Professional Fees

For the six months ended September 30th, 2012, the professional fees of US$ 92,258 were incurred principally to the following:

● legal fees paid to Stephenson Harwood, Elvinger Hoss and Prusser, Wilmer Hale and Schulte, Roth & Zabel LLP (including advice in relation to the issue of warrants (see Note 6)).

● retainer fees paid to Westhouse Securities.

Note 9 – Custodian Fees

The Custodian receives, under the terms of the Custodian Agreement, fees for its services at rates to be agreed from time to time between the Fund and the Custodian in accordance with Luxembourg practice.

Note 10 – Directors’ Fees and Expenses

Each of the Directors is paid a fee for his services at such a rate as the Board has determined provided that the aggregate of such fees shall not exceed US$ 500,000 per annum (in respect of the resolution of the Annual General Meeting held on August 21st, 2012) or such higher amount as may from time to time be determined by the Shareholders in General Meeting.

The Directors may also be paid all reasonable travelling, hotel and other expenses properly incurred by them in the course of their duties relating to the Fund.

The fees due to each Director for the six months ended September 30th, 2012 were as follows:

Duncan Budge   £12,500
James A. Cave £12,500
John M. Hignett £12,500
Philip R. McLoughlin £17,500
Howard Myles £15,000
Alexander E. Zagoreos £12,500

Note 11 – Company Secretarial Fees and Expenses

For the six months ended September 30th, 2012, the Company Secretarial fees and expenses of US$ 59,794 reflect the half year of the corporate secretarial services, which included charges related to the maintenance of the Fund’s website as well as for periodic administration of the Fund’s Depositary Interest Register.

Note 12 – Commitments

Occasionally, the Fund will hedge its currency exposure against the US$. This will be done in expectation of the US$ strengthening against other currencies, and only for hedging purposes.

As of the date of the report the Fund was not engaged in any forward exchange contracts or currency options.

Note 13 – Securities Lending

As of the date of the report the Fund had no securities lending facility in place.

Note 14 – Short Positions

During the six months ended September 30th, 2012, the short positions to the value of US$ 25,083,895 as reported at March 31st, 2012, were all closed.

Note 15 – Beneficial Interest of the Directors and Related Parties in the Share Capital

As at the date of the report, the beneficial interests of the Directors and related parties in the Share Capital and newly issued Warrants of the Fund are the following:

  Beneficial  
  Shares Warrants
Directors
Philip R. McLoughlin (Chairman) 10,000 2,000
Duncan Budge - -
James A. Cave - -
John M. Hignett 450,000 90,000
Howard Myles - -
Alexander E. Zagoreos 577,750 115,550
 
Manager
Kun Deng, CFA 202,700 40,540

Note 16 – Directors’ Interest in Significant Contracts

Alexander E. Zagoreos is a Senior Advisor to Lazard Asset Management LLC.

Note 17 – Substantial Shareholdings

As of the date of the report, the Board had been informed of the following interests in the Shares of the Fund:

   

 

 

 

Shares

 

Percentage of Issued Capital (excluding treasury shares)

- FSA Denominator¹

  Percentage of Issued Capital (including treasury shares)

- Luxembourg Denominator²

City of London Investment Management Co. Ltd 14,494,326 29.6% 26.8%
Lazard Asset Management 10,351,830 21.1% 19.2%
Lehman Brothers International (Europe)* 4,443,230 9.1% 8.2%
1607 Capital partners LLC 3,067,500 6.3% 5.7%

* The company has been in administration with PricewaterhouseCoopers since September 15th, 2008.

¹ Percentage based on voting rights 48,999,603.

² Percentage based on total shares in issue of 54,040,764 (including 5,041,161 shares held in treasury).

All issued Shares of the Fund are on deposit with a registered clearing house and, accordingly, with the exception of those Shareholdings of which the Board has been notified, the Board is not in a position to state the exact size of any Shareholdings in the Fund.

Note 18 – Changes of the Investment Portfolio

The changes in the investment portfolio during the period of the report are available from the registered office of the Fund without charge.

Note 19 – Ongoing Charges

For the six months ended September 30th, 2012, the Ongoing Charges were calculated using the following formula:

Semi-Annualised Ongoing Charges/Average net assets undiluted x 100/2 = Ongoing Charges % where:

  • the semi-annualised ongoing charges contain the management fees and professional fees, directors’ fees and expenses, custodian fees, company secretarial fees, central administration costs and other expenses (printing, postage, semi-annual fees). Please see Note 8.
  • the average net assets undiluted represent the arithmetic mean of the total net assets over the period.
  • tax d’abonnement, interest paid and other expenses are not included in the ongoing charges.

Ongoing Charges 1.48%

Note 20 – Line of Credit Advanced

The Fund has an unsecured US$ 25 million Line of Credit Agreement (the “Agreement”) with Citibank, N.A. Interest on borrowings is payable at the Federal Funds rate plus 1.25%, from April 1st, 2012 to September 30th, 2012, on an annualised basis. Under the Agreement, the Fund has also agreed to pay a 0.10% per annum fee from April 1st, 2012 to September 30th, 2012 on the amount of the commitment.

As of September 30th, 2012, the Fund had no borrowings under the Agreement.

Note 21 – Subsequent Events

Since September 30th, 2012 the Fund has made the following repurchases of its Ordinary Shares, to be held in Treasury:

  • October 15th, 2012 – 65,974 Ordinary Shares at £ 1.875 per Share

On October 12th, 2012, following the exercise of Warrants, the Board approved the issue and allotment of 700 Ordinary Shares, which were listed and admitted to trading on the London Stock Exchange on October 18th, 2012.

Following the above subsequent events the Fund’s issued Ordinary Share capital consists of 54,041,464 Ordinary Shares with voting rights (including 5,107,135 Ordinary Shares which are held in Treasury without voting rights).

The total number of Warrants remaining in issue is 10,804,211.

Listing Category: Premium – Equity Closed-ended Investment Fund

Category Code: IR
Sequence Number: 351943
Time of Receipt (offset from UTC): 20121114T160448+0000

Contacts

World Trust Fund

Contacts

World Trust Fund