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MERCHBANC SICAV 40 subscription can be received solely on the basis of financial reports. Subscriptions are only valid if made on the basis of the current prospectus accompanied by the atest muai report and the most recent semi-annuai report, if published thereafter. Société d’Investissement à Capital Variable Luxembourg AUDITED ANNUAL REPORT for the year ended September 30,2008
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Page 1: ANNUAL REPORT - Fundsquare

MERCHBANC SICAV

40 subscription can be received solely on the basis of financial reports. Subscriptions are only valid if made on the basis of the current prospectus accompanied by the atest m u a i report and the most recent semi-annuai report, if published thereafter.

Société d’Investissement à Capital Variable Luxembourg

AUDITED ANNUAL REPORT

for the year ended September 30,2008

Page 2: ANNUAL REPORT - Fundsquare

MERCHBANC SICAV

USD Short-Term Statement of Investments Investment Breakdowns

EURO Short-Term Statement of Investments Investment Breakdowns

Global in EURO Statement of Investments Investment Breakdowns

Global in USD

2

3

4

5

7

8

9

11

12

13 14

15 16

17 19

20 21

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Page 3: ANNUAL REPORT - Fundsquare

MERCHBANC SICAV

Mrs. Annemarie ARENS Vice President, RBC Dexia Investor Services Bank S.A., Luxembourg, Grand-Duchy of Luxembourg

Managers

Mr. Joaquin LOPEZ VERAZA Chairman of Merchbanc, Barcelona, Spain

Mrs. Josefa CAMARDONS Operations Chief, Merchbanc, Barcelona, Spain

ADMINISTRATION

Management and Administration I RC.S. Luxembourg No B-51646

BOARD OF DiRECTORS

Chairman Mr. Joaquin LOPEZ VERAZA Chairman of Merchbanc, Barcelona, Spain

Directors Mr. Henry VERREY I Director of Semely Consult & Management Ltd, Geneva, Switzerland

Mr. José ISEILU ROVIRA General Manager of Merchbanc, Barcelona, Spain

Investment Manager and Distributor MERCHBOLSA, Agencia de Valores S.A. ,279, Diputacibn, E-O8007 Barcelona, Spain

Custodian

IRBC Dexia Investor Services Bank S.A. 14, Porte de France, L-4360 Esch-sur-Alzette, Grand-Duchy of Luxembourg

(Central Administration

RBC Dexia Investor Services Bank S.A. 114, Porte de France, L-4360 Esch-sur-Alzette, Grand-Duchy of Luxembourg

Registrar and Transfer Agent

IRBC Dexia Investor Services Bank S.A. 14, Porte de France, L-4360 Esch-sur-Alzette, Grand-Duchy of Luxembourg

Auditors Deloitte S.A. 560, rue de Neudorf, L-2220 LUXEMBOURG, Grand-Duchy of Luxembourg

3

Page 4: ANNUAL REPORT - Fundsquare

MERCHBANC SICAV I , General information

The Annual General Meeting of shareholders of the Company is held at the registered office of the Company or at such other place in Luxembourg on the last Wednesday of the month of January in each year at 3.00 pm., or if any such day is not a bank business day in Luxembourg, on the next following bank business day in Luxembourg.

Notices of ail general meetings are published in the Mémorial, Recueil des Sociétés et Associations, of Luxembourg (the “Mémorial”) to the extent required by Luxembourg law, in the “d’ Wort” and are sent to each holder of registered shares by post at least eight days prior to the meeting at their addresses in the register of shareholders. Such notices include the agenda and specie the time and place of the meeting and the conditions of admission and refer to the requirements of Luxembourg law with regard to the necessary quorum and majorities required for the meeting.

Audited annual reports are published within four months after the financial year-end and unaudited semi-annuai reports are published within two months after the end of the relevant period. Such reports are mailed to each registered shareholder at their registered address and are made available at the registered office of the Company during normal business hours. The financial year of the Company starts on the first day of October in each year and ends on the last day of September of the next year.

The net asset values and the issue, conversion and sale prices of the shares in any sub-fund are made public and available at the registered ofice of the Company.

Under current legislation, shareholders are not subject to any capital gains, income, withholding, inheritance or other taxes in Luxembourg (except for shareholders domiciled, resident or having a permanent establishment in Luxembourg, or non-residents of Luxembourg who hold more than 10% of the Shares of the Company and who dispose of all or part of their holdings within 6 months fiom the date of acquisition or in some limited cases, some former residents of Luxembourg who hold more than 10% of the Shares of the Company).

Investors should consult their professional advisers on the possible tax or other consequences of buying, holding, converting, transfemng or selling any of the shares under the laws of their countries of citizenship, residence or domicile.

I

Page 5: ANNUAL REPORT - Fundsquare

MERCHBANC SICAV

The composition of the total net assets of the Sub-Fund is 37.02% invested in fixed income securities, 5.48% invested in stocks in the Swiss stock market, 2.82% invested in the Euro zone stock markets, 5.54% invested in the UK stock market, 2.14% invested in the Japanese stock market, 41.06% invested in the United Stated of America stock market, 6.88% cash in current account and 0.94 accruals.

The stocks in the portfolio have been selected by the Investment Manager’s team, and are fairly diversified between twenty seven companies with presence mainly in the sectors of pharmaceuticals healthcare services, semiconductors, communications, distribution, leisure and entertainment, energy, industry, retailers, biotechnology, banks and financial institutions, commercial services and other.

The five top stocks are Imclone Systems (7.98%), Amgen (4.93%), Boston Scientific (4.49%), Qualcomm (4.24%) and Roche (3.50%). These stocks represent 25.14% of the total portfolio of the Sub-Fund. The Sub-Fund has complied with the investment policy and restrictions specified in the Prospectus.

The equity part of the investment of the sub-fund has been kept mainly in US Stock Markets, and therefore most of the assets are kept in US Dollars. The US Dollar has passed from a parity of 1.4179 US$Euro as of 28th September 2007 to 1.4303 US$/Euro as of 30th September 2008. The investment manager has covered the position in US Dollars purchasing futures.

Director’s Report to shareholders for the year ended September 30,2008 I Evolution of the Sub-Funds

EURO Short-Term

The total net assets of the Sub-Fund as of 30th September 2008 are of 1,427,045 Euro, and the net asset value per share is 4.247 Euro. The performance of the Sub-Fund for the fiscal year 30th September 2007 to 30th September 2008 has been 1.36%, which is a return consistent with market conditions.

I I

The composition of the total net assets of the Sub-Fund as at 30* September 2008 is 91.28% invested in fixed income securities, 14.96% invested in time deposits, 1.09% cash in account and -7.33% accruals.

As of 30th September 2008, the fixed income securities are diversified in seven different issues and none of them exceeds the 30% of the Sub- Fund’s portfolio. The issuers are Member States of OECD (France and Germany) and the duration of the issues is very low. The longest maturity of

I I the securities is February 2009.

The time deposits are placed with RBC Dexia Investor Services Bank, S.A. in Luxembourg, and they mature on a weekly basis.

Therefore, the Sub-Fund complies with the investment policy and restrictions specified in the Prospectus.

USD Short-Term

The portfolio of the Sub-Fund as of 30th September 2008 is of 7,150,533 USD, and the net asset value per share is 7.178 USD. The performance of the Sub-Fund for the fiscal year 30th September 2007 to 30th September 2008 has been 1.37%, which is a return consistent with market conditions.

The composition of the portfolio of the Sub-Fund is 82.71 invested in fixed income securities, 13.17% invested in time deposits, 4.05% cash in accounts and 0.07% accruals.

As of 30th September 2008, the fixed income securities are diversified in seven different issues and none of them exceeds the 30% of the Sub- Fund’s portfolio. The issuer is a Member State of OECD (United States of America) and the duration of the issues is very low. The longest maturity of the securities is February 2009.

The time deposits are placed with RBC Dexia Investor Services Bank, S.A. in Luxembourg, and they mature on a weekly basis. I Inerefore, the Sub-Fund complies with the investment policy and restrictions specified in the Prospectus.

IGlobal in Euro

The total net assets of the Sub-Fund as of 30th September 2008 are of 4,745,490 Euro, and the net asset value per share is 5.883 Euro. The performance of the Sub-Fund for the fiscal year 30” September 2007 to 30th September 2008 has been - 8.39%, which is a retum consistent with the I investment policy.

5

Page 6: ANNUAL REPORT - Fundsquare

(MERCHBANC Directors’ Report to shareholders for the year ended September 30,2008 (continued)

Global Communications

The Board of Directors considered that the current market situation limited the outlook for the volume of the Sub-Fund Global Communications and the Sub-Fund Global in Euro, and therefore a merger of Global Communications into Global in Euro would benefit to shareholders of those Sub- Funds. The merger took place on 30th September 2008 and the shares of Global Communications were exchanged for shares of Global in Euro at a

Global in USD

The total net assets of the Sub-Fund as of 30th September 2008 are of 2,567,297 USD, and the net asset value per share is 9.894 USD. The performance of the Sub-Fund for the fiscal year 30* September 2007 to 30th September 2008 has been -10.21%, which is a return consistent with the investment policy.

The composition of the portfolio of the Sub-Fund is 30.04% invested in fixed income securities, 67.77% invested in the United Stated of America lstock market, 3.67% cash in account and -1.48% accruals.

The stocks in the portfolio have been selected by the Investment Manager’s team, and are fairly diversified between thirty companies with presence mainly in the sectors of food and distilleries, biotechnology, communications, building companies, retailers, leisure and entertainment, I pharmaceuticals, office equipment and computers, semiconductor, banks and financial institutions, healthcare services, software and others.

The five top stocks are Imclone Systems (10.15%), Qualcomm (6.95%), Amgen (6.93%), Genzyme (4.88%) and Boston Scientific (4.30%). These lstocks represent 33.21% ofthe total portfolio ofthe Sub-Fund.

Therefore, the Sub-Fund complies with the investment policy and restrictions specified in the Prospectus.

I I

Extraordinary situation in financial markets

!At the end of the current business year there have been a worrisome set of unexpected financial events both in the fuiancial markets, and in many , important financial institutions. These events make very difficult to foresee the final consequences for our own activity. What it is certain is that the future appears to be riskier and therefore our company should stress its precautions in general. On the other side, we should keep an eye on the size I of our portfolios, as we have done in the case of Global Communications Sub-Fund.

The Board of Directors

I 28‘h November 2008 I

Page 7: ANNUAL REPORT - Fundsquare

MERCHBANC SICAV

Auditor’s Report I

To the shareholders of

1 E:rt;Z S2Y

I L-1470 Luxembourg

Following our appointment by the annual general meeting of the shareholders dated January 30,2008, we have audited the accompanying Combined financial statements of Merchbanc SICAV, and of each of its sub-funds, which comprise the combined statement of net assets and the statements of investments as at September 30,2008 and the combined statement of operations and changes in net assets for the year then ended and a summary of significant accounting policies and other explanatory notes to the financial statements.

I Board of Directors’ of the SICAV responsibility for the financial statements

The Board of Directors of the SICAV is responsible for the preparation and fair presentation of these financial statements in accordance with Luxembourg legal and regulatory requirements relating to the preparation of the financial statements. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fiaud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Responsibility of the Réviseur d’entreprises

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing as adopted by the Institut des Reviseurs d’Entreprises. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the combined financial statements. The procedures selected depend on the judgement of the reviseur d’entreprises, including the assessment of the risks of material misstatement of the combined financial statements, whether due to fraud or error. In making those risk assessments, the réviseur d’entreprises considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control.

An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of Directors of the SICAV, as well as evaluating the overall presentation of the combined financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

I

I

I In our opinion, the combined financial statements give a true and fair view of the financial position of Merchbanc SICAV and of each of its subfunds as of September 30,2008 and of the results of their operations and changes in their net assets for the year then ended in accordance with the Luxembourg legal and regulatory requirements relating to the preparation of the combined financial statements.

Other matter

Supplementary information included in the annual report has been reviewed in the context of our mandate but has not been subject to specific audit procedures carried out in accordance with the standards described above. Consequently, we express no opinion on such information. However, we have no observation to make concerning such information in the context of the combined financial statements taken as a whole.

I

Deloitte S.A. Réviseur d’entreprises 560, rue de Neudorf L-2220 Luxembow *7- 2 Jean h‘ . ac elet Partner

Page 8: ANNUAL REPORT - Fundsquare

I I MERCHBANC SICAV

Combined Statement of Net Assets as at September 30,2008

USD EURO Global in Global in Short-Term Short-Term EURO USD Total

USD EUR EUR USD EUR

I I I ASSETS

Investment portfolio at market value Cash at bank Interest and dividends receivable Unrealised profit on futures contracts

I E ~ i T ~ ~ s E T s

LIABILITIES Bank overdraft Amounts payable on purchase of investments Management commission payable Performance commission payable Taxes and expenses payable TOTAL LIABILITIES

(2) 5,914,534 1,23 1,327

26,510

4,661 7,177,032

(6) O

O O

(3) 2,996 (3) 4,796 (5) 18,707

26,499

TOTAL NET ASSETS

Net asset value per share

Number of shares outstanding

7,150,533

7.178

996,104.807

1,302,664 229,094

36,330 O O

1,568,088

O 127,936

594 2,310

10,203 141,043

1,427,045

4.247

336,007.678

4,463,572 1,719,055

47,826 42,525

75 6,273,053

100,110 1,383,168

6,096 O

38,189 1,527,563

4,745,490

5.883

806,586.086

2,511,194 366,054

10,164 20,725

O 2,908,137

33,275 269,528

3,284 O

34,753 340,840

2,567,297

9.894

259,487.163

1 1,657,159 3,064,972

109,797 57,015 3,334

14,892,277

123,375 1,698,941

11,081 5,663

85,769 1,925,434

12,966,843

The accompanying notes form an integral part of these financial statements.

Page 9: ANNUAL REPORT - Fundsquare

MERCHBANC SICAV

Combined Statement of Operations and Changes in Net Assets lfor the year ended September 30,2008

USD EURO Global in Global in Short-Term Short-Tern EURO USD

Note USD EUR EUR USD

I I

NET ASSETS AT THE BEGINNING OF THE YEAR

I INCOME Dividends interest on bonds Bank interest TOTAL INCOME

7,382,000

O 203,619

36,028 239,647

EXPENSES Management commission Performance commission Depositary bank commission Domiciliation, administration and transfer agent fees Audit fees, printing and publishing expenses Subscription tax Bank charges and correspondent fees Other charges TOTAL EXPENSES

NET INCOME / (LOSS) FROM INVESTMENTS

Net realised profit/(loss) on sale of investments Net reaiised profit on futures Net realised loss on foreign exchange NET REALISED PROFIT/(LOSS)

Change in net unrealised appreciatiord(depreciati0n) on investments Change in net unrealised appreciation/(depreciation) on futures contracts NET NCREASE/@ECREASE) IN NET ASSETS AS A RESULT OF OPERATIONS

EVOLUTION OF THE CAPITAL Subscriptions of shares Redemption of shares

NET ASSETS AT THE END OF THE YEAR

(3) (3)

(4)

33,647 4,796

10,469 55,251

8,800 688

2,083 4,645

120,379

119,268

11,111 O

(190) 130,189

(39,068)

O

91,121

5,671,151

O 84,982 16,801

10 1,783

13,893 2,310 4,360

3 1,320 3,103

177 1,643 1,892

58,698

43,085

6,536 O

(4) 49,617

(5,725)

O

43,892

8,245,696

90,400 35,063 12,988

138,451

83,741 O

8,05 1 34,961 12,508 2,474 8,486 5,154

155,375

(16,924)

(359,026) 262,040 (17,795)

(131,705)

(506,96 I )

(64,390)

(703,056)

3,392,427

38,210 15,433 4,466

58,109

41,510 O

5,919 49,465 15,199 1,316 3,697 2,309

119,415

(61306)

134,520 42,630

(17) 115,827

(431,470)

20,725

(294,918)

3,618,428 834,655 1,350,590 46,425 (3,941,016) (5,122,653) (4,147,741) (576,637)

7,150,533 1,427,045 4,745,489 2,567,297

The accompanying notes form an integral part of these financial statements.

9

Page 10: ANNUAL REPORT - Fundsquare

MERCHBANC SICAV

Combined Statement of Operations and Changes in Net Assets (for the year ended September 30,2008 (continued)

Global Communications* Total

Note EUR EUR

I I

NET ASSETS AT THE BEGINNING OF THE YEAR

I INCOME Dividends Interest on bonds Bank interest TOTAL INCOME

3,943,324

15,252 47,710

7,386 70,348

EXPENSES Management commission Performance commission Depositary bank commission Domiciliation, administration and transfer agent fees Audit fees, printing and publishing expenses Subscription tax Bank charges and correspondent fees Other charges TOTAL EXPENSES

NET INCOME / (LOSS) FROiM INVESTMENTS

Net realised profW(1oss) on sale of investments Net realised profit on futures Net realised loss on foreign exchange NET REALISED PROFITI(L0SS)

Change in net unrealised appreciation/(depreciation) on investments Change in net unrealised appreciation/(depreciation) on futures contracts NET NCREASE/@ECREASE) IN NET ASSETS AS A RESULT OF OPERATIONS

EVOLUTION OF THE CAPITAL Subscriptions of shares Redemption of shares Currency translation

NET ASSETS AT THE END OF THE YEAR

(4)

37,164 O

3,923 33,726 10,157

1,040 8,876 2,488

97,374

(27,026)

(708,608) 127,134

(22,516) (63 1 ,O1 6)

193,975

(24,438)

(461,479)

180 (3,482,025)

O

O

25,459,030

132,367 320,907

65,487 5 18,76 1

187,345 5,663

27,792 173,220 42,547

5,092 23,046 14,396

479,101

39,660

(959,279) 4 18,979 (40,460)

(541,100)

(647,692)

(74,3 3 8)

(1,263,129)

4,747,740 (15,910,976)

(65,821)

12,966,843

The sub-fund Merchbanc SICAV - Global Communications merged into Merchbanc SICAV - Global in EURO as at September 30,2008.

The accompanying notes form an integral part of these financial statements.

Page 11: ANNUAL REPORT - Fundsquare

MERCHBANC SICAV

Changes in the number of shares 1 for the year ended September 30,2008

USD Short-Tern EURO Short-Term Global in EURO Global in USD Global Communications*

Registered shares Number of shares outstanding at the beginning of the year 1,042,522.512 1,353,603.565 1,283,946.824 307,858.145 390,087.777 Number of shares issued 504,38 1.485 198,037.545 225,727.578 4,446.208 19.297 Number of shares redeemed (550,799.190) (1,215,633.432) (703,088.3 16) (52,817.190) (390,107.074) Number of shares outstanding

I at the end of the year 996,104.807 336,007.678 806,586.086 259,487.163 0.000

The sub-fimd Global Communications merged into Merchbanc SICAV - Global in EURO as at September 30,2008.

The accompanying notes form an integral part of these financial statements.

11

Page 12: ANNUAL REPORT - Fundsquare

MERCHBANC SICAV

Statistics I I USD Short-Term ECXO Short-Term Global in EURO Global in USD Global

Communications*

I USD EUR EUR USD EUR

Total Net Asset Value September 30,2008 7,150,533 1,427,045 4,745,490 2,567,297 September 30,2007 7,382,000 5,671,151 8,245,696 3,392,427 3,943,324 September 30,2006 5,929,755 9,130,053 11,988,865 5,382,110 1,213,512

NAV per share at the end of the year September 30,2008

September 30,2007

September 30,2006

Registered Shares 7.178 4.247 5.883 9.894

Registered Shares 7.081 4.190 6.422 11.019

Registered Shares 6.842 4.097 5.965 9.709

10.109

10.101

The sub-fund Merchbanc SICAV - Global Communications merged into Merchbanc SICAV - Global in EURO as at September 30,2008.

The accompanying notes form an integral part of these financial statements.

Page 13: ANNUAL REPORT - Fundsquare

MERCHBANC SICAV

USD Short-Term

I Statement of Investments as at September 30,2008 I (expressed in USD)

Description Quantityff ace Currency Cost Market Value YO net value assets

Transferable securities admitted to an official stock exchange listing I Bonds I

United States of America USA 3.375% 03-15.12.08 S.L-08

I Total - Bonds

I Transferable securities dealt on other regulated markets

Total - Transferable securities admitted to an official stock exchange listing

Bonds

United States of America USA 4.875%06-31.10.08TBO AA08

Total - Bonds Total - Transferable securities dealt on other regulated markets

Other transferable securities

Treasury Bills

United States of America USA 0% 08-6.11.08 TB USA 0% 08-20.11.08 TB USA 0% 08-8.1.09 TB USA 0% 08-15.01.09 TB USA 0% 08-12.02.09 TB

975,000 USD 988,711 980,484 13.71 988,711 980,484 13.71 988,711 980,484 13.71 988,711 980,484 13.71

800,000 USD 816,375 802,750 11.23 816,375 802,750 11.23 816,375 802,750 11.23

816,375 802,750 11.23

500,000 1,000,000

450,000 1,000,000 1,200,000

USD 495,503 USD 992,016 USD 446,378 USD 993,400 USD 1,191,650

4,118,947 4,118,947

4,118,947 5,924,033

499,049 997,153 447,844 994,169

1,192,485 4,131,300 4,131,300

4,131,300

5,914,534

6.98 13.94 6.26

13.91 16.68 57.77 57.77 57.77

82.71

Total - Treasury Bills Total - Other transferable securities TOTAL INVESTAMEAT PORTFOLIO

I

The accompanying notes form an integral part of these financial statements

13

Page 14: ANNUAL REPORT - Fundsquare

MERCHBANC SICAV

USD Short-Term

Investments Breakdowns I as at September 30,2008

(expressed as a percentage of net assets)

Geographic breakdown % Economic breakdown % I

United States of America 82.71 States, provinces and municipalities 82.71

82.71 82.71

The accompanying notes form an integral part of these financial statements.

Page 15: ANNUAL REPORT - Fundsquare

MERCHBANC SICAV

EURO Short-Term

'Statement of Investments as at September 30,2008

[(expressed in Em)

QuantityFace Currency Cost Market Value YO net I value assets

Transferable securities admitted to an official stock exchange listing

IBonds

Germany GERMANY 3.75% 06-12.12.08 GERMANY 3.5% 03-10.10.08 (RBG) GERMANY 3.75% 99-09

France FRANCE 8.5% OAT 92-25.10.2008 FRANCE 3.5% 04-12.1.09 BTAN

Total - Bonds Total - Transferable securities admitted to an official stock exchange listing

Other transferable securities

Treasury Bills

Germany GERMANY 0% 08-18.02.09 TB GERMANY 0% 08-19.11.08 TB

Total - Treasury Bills Total - Other transferable securities TOTAL IhTESTMEZiT PORTFOLIO

190,000 EUR 189,98 1 126,000 EUR 125,652 150,000 EUR 149,568

465,201

200,000 EUR 206,340 249,000 EUR 249,48 1

455,821 921,022

921,022

190,309 13.34 126,OO 1 8.83 150,448 10.54 466,758 32.71

200,487 14.05 249,099 17.45 449,586 31.50 916,344 64.21

916,344 64.21

130,000 EUR 127,582 127,856 8.96 260,000 EUR 255,762 258,464 18.11

383,344 386,320 27.07

383,344 386,320 27.07

383,344 386,320 27.07 1,304,366 1,302,664 91.28

The accompanying notes form an integral part of these financial statements.

15

Page 16: ANNUAL REPORT - Fundsquare

MERCHBANC SICAV

EURO Short-Term

Investments Breakdowns as at September 30,2008

I

I (expressed as a percentage of net assets)

I Geographic breakdown % Economic breakdown % Germany 59.78 States, provinces and municipalities 91.28

-

1 France 3 1.50 91.28 r

91.28

16

I

The accompanying notes form an integral part of these financial statements

Page 17: ANNUAL REPORT - Fundsquare

MERCHBANC SICAV I

I Global in Em0

I Statement of Investments

as at September 30,2008 1 (expressed in EUR)

Description QuantityFace Currency Cost Market Value 'YO net value assets

Transferable securities admitted to an official stock exchange listing

Shares I

Bonds

Germany GERMANY 3.75% 99-09 GERMANY 3.75% 06-12.12.08 GERMANY 3.5% 03-io.io.oa (RBG)

rota1 - Bonds rota1 - Transferable securities admitted to an official stock exchange listing

Switzerland ROCHE HOLDING AG IGENUSSSCHEIN LOGITECH INTERNATIONAL SA

France S ANOFI- AVENTIS

Great Britain KINGFISHER PLC ASTRAZENECA PLC CSR PLC ROYAL DUTCH SHELL PLC-A-

Japan ADVANTEST CORP. CANON NC.

Netherlands TOMTOM NV

United States of America

ADVANCED MICRO DEVICES N C AMGEN INC. BOSTON SCIENTIFIC COW. CITIGROUP INC COACH INC EBAY INC GENENTECH INC. GENZYME COW. IMCLONE SYSTEMS INC INTEL cow. PDL BIOPHARMA INC QUALCOMM INC. SANDISK CORP SIRF TECHNOLOGY HOLDINGS INC TENET HEALTHCARE CORP TIME WARNER INC

VIACOM INC -B-

1,500 CHF 173,367 165,938 5,908 CHF 106,733 94,234

280,100 260,172

1,600 EUR 106,035 74,480 106,035 74,480

24,500 GBP 85,444 40,828 4,150 GBP 165,433 129,179

13,291 GBP 9 1,262 43,557 2,405 EUR 63,718 49,483

405,857 263,047

3,500 JPY 59,244 50,708 2,000 JPY 58,053 50,774

117,297 101,482

4,630 EUR 135,730 59,264 135,730 59,264

2,200 14,589 5,650

1,000 4,349

750 1,400

4,000 23,715 6,700 4,600 6,359

41,300 5,600

24,850

8,000

8,675

USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD

96,172 73,217

153,395 342,190 36,164

145,063 42,710 37,450

179,332 74,142

125,770

71,603

80,400

298,248

78,369

102,894 168,702

2,105,821 3,150,840

38,207 53,550

234,129 2 13,179

14,340 76,137

125,176 46,501 79,176

378,709 52,381

20 1,286 62,875

154,364

6,624 160,257 51,329

1,948,220 2,706,665

500,000 EUR 504,000 50 1,493 635,000 EUR 636,778 636,033 410,000 EUR 409,795 410,002

1,550,573 1,547,528 1,550,573 1,547,528 4,701,413 4,254,193

The accompanying notes form an integral part of these financial statements

3.50

5.48 1.98

1.57 1.57

0.86 2.72 0.92 1.04 5.54

1.07 1.07 2.14

1.25 1.25

0.81 1.13 4.93 4.49 0.30 1.61 2.64

1.67

1.10 3.25 4.24 1.33 0.14

0.98

7.98

3.38 1 .oa

41.06 57.04

10.57 13.40

32.61 32.61

89.65

8.64

17

Page 18: ANNUAL REPORT - Fundsquare

MERCHBANC SICAV

1 Global in Em0

18

1 Statement of Investments (continued)

as at September 30,2008 I (expressed in E m )

QuantityFace Currency Cost Market Value % net I Description value assets

I Treasury Bills

Other transferable securities

United States of America I USA 0% 08-8.1.09 TB

Total - Treasury Bills Total - Other transferable securities TOTAL INVESTMENT PORTFOLIO

300,000 USD 2 0 8,7 0 8 209,379 208,708 209,379 208,708 209,379

208,708 209,379

4,910,121 4,463,572

4.41 4.41 4.41

4.41

94.06

The accompanying notes form an integral part of these financial statements.

Page 19: ANNUAL REPORT - Fundsquare

MERCHBANC SICAV

I Global in EURO

I Investments Breakdowns as at September 30,2008

(expressed as a percentage of net assets)

Geographic breakdown YO United States of America 45.47

32.61

I

I Z Z Z t a i n 5.54

Switzerland 5.48 I Japan 2.14

France 1.57

Netherlands 1.25

94.06

Economic breakdown YO States, provinces and municipalities 37.02

Pharmaceuticals and cosmetics Biotechnology News transmission Electronic semiconductor Retail Healthcare education & social services Office equipment, computers Textile Electronics and electrical equipment Graphic art, publishing Petrol Banks and financial institutions

20.26

10.84

5.97

4.37

3.50

3.38

3.31

1.60

1.25

1.08

1.04

0.30

Holding and finance companies 0.14

94.06

I I I I

I I I

I I I The accompanying notes form an integral part of these financial statements.

19

Page 20: ANNUAL REPORT - Fundsquare

MERCHBANC SICAV

I Statement of Investments as at September 30,2008 (expressed in USD)

I Description QuantityRace Currency Cost Market Value YO net value assets

Transferable securities admitted to an official stock exchange listing

Shares

United States of America PFIZER INC. AKAMAI TECHNOLOGIES INC ADVANCED MICRO DEVICES INC

Ah4GEN INC. ARIAD PHARMACEUTICALS BOSTON SCIENTlFIC CORP. QUALCOMM INC. SANDlSK COW

SIRF TECHNOLOGY HOLDINGS INC BRISTOL MYERS SQUIBB CO CITIGROUP INC COACH INC EBAY INC GENENTECH NC. GENZYME COW. HSN INC DEL /W.ISS. HANSEN NATURAL IAClINTERACTIVECORP /W.ISS. TELLABS INC. TENET HEALTHCARE COW TICKETMASTER / WHEN ISSUED TIME WARNER INC TREE.COM INC /WHEN ISSUED IMCLONE SYSTEMS INC INTEL CORP. INTERVAL LEISURE GlWHEN ISSUED PDL BIOPHARMA INC SUN MICROSYSTEMS INC

VIACOM N C -B-

SCHERING-PLOUGH CORP

Total - Shares Total - Transferable securities admitted to an ofilcial stock exchange listing

I lTransferable securities dealt on other regulated markets

I""""',,,, States of America

ITotal - Bonds

USA 4.875%06-31.10.08TBO AAO8

Total - Transferable securities dealt on other regulated markets

lother transferable securities

Treasury Bills

~ United States of America USA 0% 08-8.1.09 TB

Total - Treasury Bills Total - Other transferable securities TOTAL ISXESTMEYI' PORTFOLIO

3,000 2,859

10,774 1,000 3,000 3,250 9,000 4,150 2,587

800 2,348

950 675

3,231 4,450

900 1,550

200 400 500

7,691 17,404

200 3,400

33 4,175 1,700

200 9,500 1,300

USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD

84,180 78,756 78,803 40,628

183,270 20,540

2 16,895 139,399 65,213 15,863 38,532 23,655 33,538 86,575

15 1,226 72,261 93,512 2,788

15,256 16,046 47,670 79,582 4,2 10

58,050 224

130,858 43,243 2,896

185,535 19,137

2,028,341 2,028,341 2,028,341

55,320 49,861 56,563 24,840

177,810 8,028

110,430 178,325 50,576 14,776 3,499

19,808 13,844 80,904 99,591 79,812

125,379 2,202

12,100 8,650

3 1,225 96,592 2,146

44,574 159

260,687 31,841 2,080

88,445 9,880

1,739,947 1,739,947 1,739,947

2.15 1.94 2.20 0.97 6.93 0.3 1 4.30 6.95 1.97 0.58 0.14 0.77 0.54 3.15 3.88 3.11 4.88 0.09 0.47 0.34 1.22 3.76 0.08 1.74 0.01

10.15 1.24 0.08 3.44 0.38

67.77 67.77

67.77

500,000 USD 502,344 501,719 19.54 502,344 501,719 19.54 502,344 501,719 19.54

502,344 501,719 19.54

270,000 USD 269,528 269,528 10.50 269,528 269,528 10.50 269,528 269,528 10.50 269,528 269,528 10.50

2,800,213 2,511,194 97.81

20 The accompanying notes form an integral part of these financial statements.

Page 21: ANNUAL REPORT - Fundsquare

MERCHBANC SICAV

hvestrnents Breakdowns as at September 30,2008

(expressed as a percentage of net assets) I

Geographic breakdown % Economic breakdown YO 30.04

97.8 1 Biotechnology 18.36 Pharmaceuticals and cosmetics 18.27

Retail 3.88 Healthcare education & social services 3.76

Textile 3.15 Office equipment, computers 2.35 Internet software 2.03

Banks and financial institutions 0.54 Food and distilleries 0.47 Miscellaneous 0.16

I

I I

I

United States of America 97.8 1 States, provinces and municipalities

News transmission 9.47

Electronic semiconductor 3.44

Graphic art, publishing 1.74 I

I Holding and finance companies 0.14

97.81 Real estate companies 0.01

I

I

The accompanying notes form an integral part of these financial statements. 21

Page 22: ANNUAL REPORT - Fundsquare

MERCHBANC SICAV

Notes to the financial statements las at September 30,2008

rE MERCHBANC - GENERAL SICAV (the “Company”) is an open-ended self managed investment Company with variable capital, incorporated in the Grand Duchy of Luxembourg as a “societe anonyme“ on the basis of the law of 1915 as amended and qualifies as a “Societe d’Investissement A Capital Variable” (“SICAV”) on the basis of part I of the Law of December 20,2002 as amended.

The Company was incorporated in Luxembourg on July 14, 1995 for an unlimited period, with an initial capital of USD 45,000.-. The latest amendments to the Articles of Incorporation of the Company were made on April 27, 2005. The restated Articles of Incorporation were published in the “MCmorial, Recueil des SociCtes et Associations” of Luxembourg. The Company is registered with the “Registre de Commerce et des Societes”,

I ILuxernbourg, under number B-51646.

The capital of the Company is represented by Shares of no par value and shall at any time be equal to the total net assets of the Company. The I minimum capital of the Company shall at any time be EUR 1,250,000.-.

The Articles of Incorporation of the Company are on file with the “Registre de Commerce et des SocietCs” of Luxembourg, where they may be consulted and where copies may be obtained upon payment of the Registrar’s costs. I

I

’ The financial year (“Financial Year”) of the Company starts on the first day of October in each year and ends on the last day of September of the lnext year.

As of September 30,2008, the SICAV included four active sub-funds : - Merchbanc SICAV - USD Short-Term (expressed in USD) - Merchbanc SICAV - EURO Short-Term (expressed in EURO) - Merchbanc SICAV - Global in EURO (expressed in EURO) - Merchbanc SICAV - Global in USD (expressed in USD)

The sub-fund Merchbanc SICAV - Global Communications merged into Merchbanc SICAV - Global in EURO as at September 30, 2008.

As to the following sub-funds, the Board of Directors may decide at a later stage of an initial subscription period by a circular resolution: - Merchbanc SICAV - Global Mixed (expressed in EURO) - Merchbanc SICAV - MERCH Capsula 1 (expressed in EURO) - Merchbanc SICAV - MERCH Capsula 2 (expressed in EURO) - Merchbanc SICAV - MERCH Capsula 3 (expressed in EURO) - Merchbanc SICAV - MERCH Capsula 4 (expressed in EURO) - Merchbanc SICAV - MERCH Capsula 5 (expressed in EURO) - Merchbanc SICAV - MERCH Capsula 6 (expressed in EURO) - Merchbanc SICAV - MERCH Capsula 7 (expressed in EURO) - Merchbanc SICAV - MERCH Capsula 8 (expressed in EURO) - Merchbanc SICAV - MERCH Capsula 9 (expressed in EURO) I - Merchbanc SICAV - MERCH Capsula 10 (expressed in EURO)

I I

The Articles of Incorporation of the Company allow the Board of Directors of the SICAV to create additional sub-funds.

The Company’s objective is to provide subscribers with a variety of sub-funds investing in a wide range of transferable securities and money market instruments on a worldwide basis and featuring a diverse array of investment objectives, including capital growth and income, while retaining the administrative advantages of one single corporate entity.

By decision of the Board of Directors of the SICAV, the two sub-funds “Merchbanc SICAV - USD Short-Term”, “Merchbanc SICAV - EURO Short-Term” may invest their assets in repurchase agreements concluded with high quality financial institutions specialised in this type of

ansaction.

Shareholders may convert shares of any sub-fund into shares of any other existing sub-fund in accordance with the conditions set out in the rospectus. Conversions to the “Global Mixed” “MERCH Capsula l”, “MERCH Capsula 2”, “MERCH Capsula 3”, “MERCH Capsula 4” “MERCH

Capsula 5”, “MERCH Capsula 6”, “MERCH Capsula 7”, “MERCH Capsula 8“, “MERCH Capsula 9” and/or “MERCH Capsula lo”, if and when launched at a later stage by the Board of Directors of the SICAV, will not be permitted due to their specific investment policy and objectives. I

Page 23: ANNUAL REPORT - Fundsquare

MERCHBANC SICAV

Notes to the financial statements I as at September 30,2008 (continued)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a) Valuation of investment securities

1 - The value of securities which are quoted or dealt in on any stock exchange is in respect of each security, the latest available published price, and I where appropriate, the middle market price on the stock exchange which is normally the principal market for such security.

I 2 - Securities dealt in on another regulated market are valued in a manner as near as possible to that described in the preceding paragraph,

3 - In the event that any of the securities held in any portfolio on the relevant valuation day are not quoted or dealt in on a stock exchange or another regulated market or, for any of the securities, no price quotation is available, or if the price as determined pursuant to sub-paragraphs 1 and/or 2 is not in the opinion of the directors representative of the fair market value of the relevant securities, the value of such securities is determined based on the reasonably foreseeable sales price determined prudently and in good faith.

b) Income

I I I Dividends are accounted for on the ex-dividend date. Interest income is recorded on an accrual basis. Discounts on zero coupon bonds are accreted as adjustments to interest income.

c) Net realised profit / (loss) on sale of investments

The net realised profit / (loss) on sale of investments is calculated on the basis of the average cost of the securities sold.

d) Foreign exchange translation of each sub-fund

The total column of the combined statement of net assets and of the combined statement of changes in net assets is the sum of the statements of each sub-fund and is expressed in EURO. Bank accounts, other net assets and market value of the investment portfolio expressed in currencies other than EURO are translated into EURO at applicable exchange rates at September 30,2008.

Income and expenses in currencies other than EURO are translated into EURO at exchange rates prevailing at the transaction date.

Exchange rates used as at September 30, 2008:

1 EURO = 1.43029 USD

e) Currency translation

Opening net assets are maintained at the closing rate of the previous year. Exchange differences arising in aggregate are included in the combined I statement of changes in net assets for the year under “currency translation”.

f ) Cost of investment securities of each sub-fund

Cost of investment securities expressed in currencies other than the sub-fund’s currency is translated into the sub-fund’s currency at the exchange rate applicable at the purchase date.

I I g) Valuation of forward foreign exchange contracts

Forward foreign exchange contracts are recorded off balance sheet and are valued on the basis of the latest price applicable on the valuation date. Realized and changes in unrealized profits or losses are recorded in the statement of changes in net assets.

h) Valuation of futures

IThe valuation of fbtures admitted to an official listing or any other organised market is based on the last known price. Futures that are not listed or traded on a stock exchange or any other organised market will be valued at their probable market value estimated conservatively and in good faith. The financial futures contracts open as at September 30,2008 are detailed in note 6.

23

Page 24: ANNUAL REPORT - Fundsquare

MERCHBANC SICAV

Notes to the financial statements I As at September 30,2008 (continued)

NOTE 3 - MANAGEMENT AND PERFORMANCE FEES

I As remuneration for its services, the Investment Manager receives kern the Company a monthly fee at the following annual rates applicable on the average net assets of each sub-fund :

- 0.5% for USD Short-Term I - 0.5% for EURO Short-Term - 1.5% for Global in EURO - 1.5% for Global in USD I - 1.5% for Global Communications (merged into the sub-fund Merchbanc SICAV - Global in EURO as at September 30,2008.)

I of each sub-fund calculated over a 12 month-period corresponding in practice to a financial year. The Company also pays to the Investment Manager an additional performance fee at the following percentages on the increase in the total net assets

This calculation, in respect of each sub-fund, is based on the total net asset figures before deduction of the accrued performance fee and is adjusted for any proceeds received on subscriptions andor for any amount paid on redemptions :

- 5% for USD Short-Term - 5% for EURO Short-Term - 10% for Global in EURO - 10% for Global in USD - 10% for Global Communications (merged into the sub-fund Merchbanc SICAV -Global in EURO as per September 30,2008.)

I I I The performance fee is calculated at the end of each fmancial year (last day of September) and is payable yearly at the beginning of the subsequent

I for a financial year will not carry over into the succeeding years.

financial year.

The performance will be measured independently of the positive or negative performance of the previous financial year, any negative performance

NOTE 4 - SUBSCRIPTION TAX

Under current law and practice, the Company is not liable to any Luxembourg income tax, nor are dividends paid by the Company liable to any Luxembourg withholding tax. The Company is, however, liable in Luxembourg to a tax of 0.05% per annum of its net assets, such tax being payable quarterly and calculated on the basis of the net assets of all its sub-funds at the end of the relevant quarter. By virtue of paragraph (2)a of article 129 of the modified Law of December 20, 2002 on Undertakings for Collective Investment, the subscription tax amounts to 0.0 1% p.a. of their net assets for the sub-funds Merchbanc SICAV - USD Short-Term and Merchbanc SICAV - EURO Short-Term. I IN0 subscription tax is payable on the assets held by the Company in other UCITS already subject to that tax in Luxembourg.

NOTE 5 - TAXES AND EXPENSES PAYABLE I

USD EURO Global in Global in S hort-Term Short-Term EURO USD

I USD EUR EUR USD

I

Subscription tax (note 4) 179 36 587 321 Depositary bank commission, domiciliation, administration and transfer agent fees 17,898 9,520 19,032 14,286 Audit fees, printing and publication expenses 630 647 18,570 20,146

18,707 10,203 38,189 34,753

24

Page 25: ANNUAL REPORT - Fundsquare

MERCHBANC SICAV

I

Notes to the financial statements (as at September 30,2008 (continued)

NOTE 6 - FUTURES CONTRACTS

(As at September 30, 2008, the Company has the following futures contracts outstanding:

I Maturity Net unrealised

Quantity Description date Currency Commitment gain

~ Global in EURO DAX-INDEX Sale 19/12/2008 EUR 147,200 2,138 EUR

DOW JONES EURO STOXX 50 Sale 19/12/2008 EUR 183,720 (120) EUR

EUR/USD SPOT-CROSS RATES Purchase 15/12/2008 USD 3,180,150 40,507 EUR

I

42,525 EUR

Global in USD (1) S&P 500 INDICES Sale 18/12/2008 USD 292,250 20,725 USD

20,725 USD

25

Page 26: ANNUAL REPORT - Fundsquare

MERCHBANC SICAV

Notes to the financial statements (as at September 30,2008 (continued)

NOTE 6 - FUTURES CONTRACTS

)As at September 30, 2008, the Company has the following futures contracts outstanding:

Maturity Net unrealised I , Quantity Description date Currency Commitment gain

~ Global in EliRO I (1) DAX-INDEX Sale 19/12/2008 EUR 147,200 2,138 EUR

(6 ) DOW JONES EURO STOXX 50 Sale 19/12/2008 EUR 183,720 (120) EUR

EUR/USD SPOT-CROSS RATES Purchase 15/12/2008 USD 3,180,150 40,507 EUR I l8 42,525 EUR

Global in USD (1) S&P 500 INDICES Sale 18/12/2008 USD 292,250 20,725 USD

20,725 USD

25


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