RNS Number:1098R
BarclaysGlbl Inv Endowment Fd II Ld
21 October 2003


    Barclays Global Investors Endowment Fund II Limited

         Results for the year ended 31 August 2003

Barclays Global Investors Endowment Fund II Limited (BGIEF
II),  launched  in  December 1996, is a  Jersey-registered
closed-ended investment company, which invests in a  range
of  traded  with-profits endowment policies; it  does  not
invest  in  other  UK  listed  investment  companies.  The
policies held are written by a wide range of life  offices
having a diverse range of policy terms and maturity dates,
thereby  seeking to achieve for shareholders  a  strategic
objective  of  an  attractive  level  of  capital   growth
combined with low investment risk.

The  Directors have stated their intention  to  repay  the
Company's   share   capital,  together  with   accumulated
profits, in five annual tranches in each of the years 2005
and  2009,  and to wind up the Company after  1  September
2009   distributing   all   the   remaining   assets    to
shareholders.


Financial  results  for  the year  ended  31  August  2003
include:
     * Fall in Net Asset Value of 22% or 29.52p per share,
          from 122.80p to 93.28p

     * Return per ordinary share of -29.52p

     * The Company's share price saw no net change over the
          period, and stood at 77.0p per share at the year-end. By
          comparison the FTSE All Share Index rose during the year
          by 0.91%.

Prospective returns after Company expenses to an  investor
holding shares to redemption (*see assumptions in Notes to
Editors)

        a) 16.0% to an investor buying shares at 77.5p on  30
           September 2003
        b) 2.9% to an initial shareholder who bought shares at
           100p


Commenting on the results, Paul Seymour, Chairman, said:

"TEP   values   have  been  hit  hard   by   every   bonus
announcement.  With  no compensating investor  demand  the
Company's net asset value has consequently fallen  sharply
over the year as a whole."

"Despite  that, the rates of return from maturing policies
have remained relatively high as the benefits of smoothing
persist,  and still look good compared to many alternative
asset classes."

"If  comments from within the life offices are  true  that
operating  conditions of the past year  are,  indeed,  the
worst  ever seen in the life industry, it may also be  the
case that the worst is over."

"I suspect that recovery will be protracted, and that even
when  the  costs of introducing new regulations have  been
absorbed, returns to policyholders are likely to be modest
for some time to come."


-Ends-


For further information please contact:

Barclays Global Investors Endowment Fund II Limited
Paul   Seymour                      01242 547 477

Barclays Global Investors Limited
Glenn Houchell                      020 7668 8089


Weber Shandwick Square Mile
Roddy Watt                          020 7067 0708


Chairman's Statement

Overview
The  general  background for TEP investment  has  remained
very poor throughout the year, though the business outlook
and the rise in equity market values since March have been
more  positive.  In contrast to previous years,  when  the
Company's  net assets and share price have  held  up  very
well  relative to general UK equity prices, this year  the
accumulation  of problems for the life industry  seems  to
have  grown.  This  has  resulted  in  draconian  cuts  to
bonuses,  with the inevitable result that TEP values  have
been hit hard by every bonus announcement.

With  no  compensating investor demand the  Company's  net
asset value has consequently fallen sharply over the  year
as  a  whole.  Despite  that, the  rates  of  return  from
maturing  policies have remained relatively  high  as  the
benefits  of  smoothing  persist,  and  still  look   good
compared   to  many  alternative  asset  classes.   I   am
optimistic  that  stock  market recovery  will  help  life
offices  to  stabilise  bonus  levels,  and  believe  that
policyholders'  funds  are  under  better  management  and
regulatory control than for some years.

Results for the year
Over  the  year to 31 August 2003 the Company's net  asset
value  (NAV)  fell  by 29.52p per share,  or  24.0%,  from
122.80p   to   93.28p  per  share.  Although   fluctuating
considerably  in  the  course of the year,  the  Company's
share  price saw no net change over the period, and  stood
at 77.0p per share at the year-end. By comparison the FTSE
All Share Index rose during the year by 0.91%, and the  5-
15 year Government Bond Index saw a decline of 1.35%.

Investment background and share price performance
Despite  the poor business background for the  year  as  a
whole,  economic  data  published  in  recent  months  has
gradually  become  more positive, so  that  stock  markets
since   March  have  responded  with  optimism.   It   was
interesting to note that the Company's net asset value and
share  price, having fallen for most of the twelve  months
in  response  to the deep cuts in bonuses,  seem  to  have
stabilised since the spring, though we have not  yet  seen
any signs of recovery.

The questions now for with-profits policyholders relate to
how much of the positive economic and market optimism will
translate into policy returns and how much is likely to be
absorbed   by  costs  of  rebuilding  smoothing  reserves,
meeting  solvency  ratios or new regulatory  requirements,
life office restructuring, or supporting low cost products
such as stakeholder pensions. It seems safe to assume that
there will be no early return to bonus increases for  most
life  offices, though I believe that the life industry  is
probably in the process of gaining a more secure long term
footing than before.

Bonus trends
Reductions in both annual and terminal bonuses  have  been
conspicuous. The sharpness of the downward trend continued
throughout  the  year and probably surpassed  in  severity
anything  seen  since  the 1930's - possibly  ever.  After
whittling away annual bonuses to fairly low levels in  the
course of recent years, the major offices announced during
the  reporting period an average annual bonus rate at just
half the rate of the previous year.

Maturity  payouts,  incorporating terminal  bonuses,  have
also  suffered  heavily, and yet a number of authoritative
reports have stated in recent months that payouts on with-
profits  policies have provided returns that still compare
well with other asset classes. For instance, according  to
Money    Management    Magazine   with-profits    policies
outperformed  funds in the Balanced Managed,  and  UK  All
Companies sectors over 10, 15, 20 and 25 years.

Payouts  on some maturing with-profits policies may  still
be above their underlying asset shares. To that extent the
maturity payouts on long-term polices issued by those life
offices  could continue to fall for a time.  While  it  is
probably the case that most payouts have now been  brought
back  into  line with asset shares as a result  of  recent
cuts  in  terminal bonuses, we should nevertheless  expect
cuts in payouts for some years to come as a result of  the
shift  from the high return environment of the  1980s  and
early  1990s  to  the relatively low growth  economies  of
today.  It  is also the case that smoothing reserves  will
need to be rebuilt.

Guaranteed sums
I  wrote to shareholders in October 2002 to make the point
that the value of each policy held by your Company is  not
based only on the current value of the assets backing  the
policy  but  is also protected by a sum that is guaranteed
by  life  offices  under  the with-profits  contract.  The
purpose  of my writing at that time was to point out  that
the  guaranteed element is made up of the sum assured  and
attaching annual bonuses which, once declared, cannot  be
withdrawn subsequently because stock market conditions are
poor,, and therefore acts to increase the guaranteed value
backing each policy.

Between  October  2002 and June 2003 we published  monthly
not  only the value per share of the guaranteed sums  less
future premiums, but also the illustrative rates of return
based  on  those guaranteed sums. I am very sorry  to  say
that  the  Managers discovered an error in the model  that
performs  the  latter calculation. Although the  published
guaranteed  sums  per  share were correct,  the  rates  of
return  based on the share price were overstated by  about
5%  per annum. Because of the fundamental difficulties  in
the  basis  of  calculation,  we  decided  to  discontinue
publication of such returns after June 2003.

Outlook
If  it  is true that the operating conditions of the  past
year  are,  indeed,  the  worst  ever  seen  in  the  life
industry, it may also be the case that the worst is  over.
It might be comforting for me to suggest that we could see
an  early return to bull markets based on solid growth  in
the  major economies, combined with a more confident  life
industry, operating securely and profitably within its new
regulatory  framework. I suspect, however,  that  recovery
will  be  protracted,  and that even  when  the  costs  of
introducing new regulations have been absorbed, returns to
policyholders  are likely to be modest for  some  time  to
come.

The  Directors' intend to make the first redemption of the
Company's share capital in less than two years time. Given
the recent history of policy payouts, it seems unlikely at
this  time that the redemption price per share can be much
higher than the current net asset value.  Nevertheless,  I
believe that we are likely to see some increases in policy
maturity values later in the life of the Company, so  that
there  should be scope for redemption payments  at  higher
levels   in  subsequent  years.  The  table  on  page   13
illustrates the kind of attractive return that a buyer  at
the current share price could expect.

Paul Seymour, Chairman
16 October 2003

Manager's Review
Economic and market background
The  US  stock  market has risen about 25% since  its  low
point  on the eve of the Iraq war and currently stands  at
its highest level in a year. Although the early stages  of
the  rally were driven more by sentiment, it has  probably
been  the  improving  flow of economic news,  particularly
consumer spending, which has prolonged market momentum.

A  slightly  different picture has emerged in Japan  where
the  economy  has  performed better than  investors  dared
hope.  A  striking increase in capital investment combined
with  strong, if erratic, industrial production has  given
way to prospects of good export-led recovery. However,  it
looks  unlikely that recent economic growth rates will  be
sustained, and the Japanese equity market recovery may now
slow.

By  contrast,  European activity remains sluggish  despite
some  improvement  in  confidence  among  economists   and
investors.  In the first half of the year Germany,  Italy,
Switzerland   and   the  Netherlands  all   succumbed   to
recession.  Despite  that, European  equity  markets  have
risen  sharply since their low points in March, performing
almost as well as the US and Japan.

In  the  UK it is still mainly retail consumption that  is
driving  the  economy. An unexpectedly severe slowdown  in
consumer  spending  growth during the first  half  of  the
year,  together with the weak overseas climate,  persuaded
the  Bank  of  England to cut interest rates.  Since  then
household  spending  has proved surprisingly  robust,  but
with debt standing at a record 120% of income this may not
last.  Some commentators believe that weaker sterling  may
now  help raise industrial production through exports  and
overseas earnings.

Meanwhile, UK investors have received little help from the
gilt market, which is close to its low point for the year.
The substantial 27% rise in the FTSE All Share Index since
its  March low point may look too optimistic, perhaps  due
to  relief  following the Iraq conflict and  an  increased
appetite  for risk. However, some market analysts consider
that  emerging global recovery combined with  the  outlook
for  UK  corporate profits still leave room for UK  equity
prices to rise significantly.

The life assurance industry
Most of the issues faced by life offices during the period
were  not  new, though the relative importance of  matters
shifted  subtly.  Despite some recovery  in  stock  market
values  since  March, sector news has been  dominated  for
most  of  the  year by continuing reports of the  negative
impact  of  stock  market returns on life  funds  and  the
resulting poor bonuses.

The  decline  in  strength of some  life  company  balance
sheets  as a result of weak markets has caused the  rating
agencies   to  reduce  some  individual  credit   ratings,
including those for parts of the Aviva group, and Royal  &
Sun Alliance.

During the year a number of offices responded to the FSA's
invitation  to  request  waivers in  respect  of  solvency
ratios  releasing  them from obligations  to  make  forced
sales  of equities. According to one estimate the  current
bear market has caused a #50 billion loss in the value  of
endowment and pension policies issued by UK life offices.

However, there is now some evidence that, despite the well-
publicised  pressure last year to sell  down  equities  in
favour  of  bonds in order to meet solvency  requirements,
the  proportion  of equities in most life funds  has  been
reduced more by the relative movements in equity and  bond
prices  than  by switching one asset class to  the  other.
This  should provide some optimism about the benefits that
would accrue in the event of a significant recovery in the
equity markets.

In  some  cases  poor  investment returns  have  seriously
threatened  solvency,  though  the  grave  struggles   for
survival that some offices faced earlier in the year  have
now  largely diminished with the recovery in market levels
and measures taken to shore up balance sheets. A number of
offices  are  reported to be operating at solvency  ratios
just  above  those  set by the FSA, while  others  are  no
longer   accepting   new  business.  This   situation   is
paralleled  in many overseas jurisdictions  where  it  has
also produced corporate restructuring, asset sales, rights
issues,  job cuts, and at least one insolvency in Germany.
To   put   the  problem  into  perspective,  a  Nottingham
University  study  states that in 2002  the  average  free
asset ratio of UK life offices dropped from 22.9% to 6.6%.

Bonus trends
We have seen repeated cuts in bonuses throughout the year,
with most offices making more than one announcement, and a
number of them indicating that further cuts are likely. By
contrast,  the  Prudential's August  interim  report  read
fairly positively, with indications that the company  does
not  intend  to  cut  payouts in the  foreseeable  future,
believing  the decline in investment returns to  be  over.
Clearly,  the investment experience is mixed,  emphasising
the  importance  of selecting policies from  the  stronger
offices,  but  it is significant that the average  cut  in
annual bonus rate declared by the major offices since 2000
is over 52%.

Regardless  of the Prudential's optimism, we believe  that
some life offices are still paying out at maturity sums in
excess  of asset shares. Indeed, Standard Life, as one  of
the  best  performing  offices, has  put  itself  in  this
category.  It  seems possible that some firms  in  such  a
position  will feel obliged to continue to reduce  payouts
in  the near future in order to bring them back into  line
with  asset shares, and we anticipate a further  reduction
in  the  average  annual return on policies  held  by  the
Company.

Regulations and corporate governance
Last  year  the FSA declared its intention to introduce  a
number of changes to improve the way in which life offices
are run and the way in which life products are sold. These
changes were proposed in response to public concerns,  and
the  FSA and Treasury Select Committee actively questioned
many  of the long-standing practices in the life industry.
Indeed,   many  commentators  questioned  the  FSA's   own
handling  of  the  Equitable  Life  affair.  Besides,  the
Sandler Report on Medium and Long-Term Savings, which  was
published  in  2002, made a number of recommendations  for
the treatment of with-profits products by life offices and
intermediaries.

Amongst  the most important of FSA initiatives since  then
has  been  its proposed new set of rules to determine  how
much  capital should be held by life offices, and to  link
this  more  directly  to how bonus payments  are  made  to
policyholders in practice.

The   proposals  aim  firstly  to  change  the  way  firms
calculate  the financial resources they need  to  hold  in
order  to  "provide an adequate degree of  certainty  that
they  will  be  able  to  make  contractual  and  expected
discretionary   payments,  such  as   terminal   bonuses."
Secondly, they will require a firm to conduct "stress  and
scenario  testing  to  test the overall  adequacy  of  its
financial  resources". This means  that  offices  will  be
required  to hold larger amounts of capital to  cover  the
risks inherent in smoothing. Measures are also proposed to
make reporting requirements more transparent and frequent.

Importantly,  these  proposals have also  been  framed  in
order  to deal with problems resulting from falling equity
markets last year and earlier this year. At that time life
funds that may have wished to continue holding equities in
the expectation of longer term gains came under short term
pressure   to   sell  equities  to  meet   the   reserving
requirements  of  current  FSA solvency  ratios.  The  new
proposals   aim   to  provide  policyholders   with   some
protection  from the risk that their terminal bonuses  may
be  adversely  affected  by a temporary  downturn  in  the
market.

The consultation process for the new proposals is expected
to  be  complete  by Spring 2004, with implementation  due
later  that  year. Also, the FSA will introduce  later  in
2004  its  planned  change  from  the  "appointed  actuary
regime" by which life and pensions products are internally
regulated, to a regime with an "actuarial function holder"
and  a  "with-profits actuary". It is envisaged that under
the  new  regime auditors will have a wider responsibility
for   scrutinising  policyholder  liabilities   and   that
directors will have an obligation to certify the values of
the liabilities.

Consolidation and rationalisation
Without   doubt,  life  offices  still  face  considerable
pressures on their balance sheets and revenue accounts, as
they  were at this time a year ago. Most of the underlying
causes  are  the same as they were then, and most  of  the
solutions too.

The  effects over recent years of having to cope with  the
costs  of  mis-selling  pensions  and  other  with-profits
products,  of  shrinking  asset values  -  in  some  cases
leading  to  solvency breaches, of recession  and  a  poor
business environment, as well as the need to deal with new
regulatory  measures, have combined to produce intolerable
conditions  for  much of the industry.  The  proposed  new
regulatory  measures, however commendable, will  impose  a
further burden on life offices.

A year ago it was clear that these conditions were leading
to  further  reductions in maturity payouts  and  dividend
cuts  for  the  proprietary companies.  This  process  has
continued,  and  many offices have since  then  also  sold
assets and cut staff numbers to improve viability, while a
number  of major groups, including Legal & General,  Royal
Sun  Alliance,  and  Aviva, have  raised  new  capital  or
restructured  in  order  to  strengthen  their   financial
resources.

We  are likely to see a continuation of these measures  in
the foreseeable future, and in some cases this will mean a
new willingness to merge or be taken over, or to raise new
capital  in order to strengthen balance sheets. In  short,
management  in  the  industry  is  likely  to  employ  any
strategy to ensure survival, in many cases without hope of
much business expansion in the near term.

Traded Endowment Policies
Faced  with  an  uncertain background and sharply  reduced
investment  demand, the TEP market has remained disorderly
and confused during the year. It has been characterised by
widely  differing  prices  between  market  makers  and  a
relatively  low  volume  of policies  traded  compared  to
levels seen 18 months ago.

The absence of pricing information in the market place and
the  lack  of a clear and consistent market structure  for
pricing  discount rates (PDRs) at any one time  has  meant
that we have been unable to use confidently the prices  in
the  secondary  market as the basis for our own  portfolio
valuations.

The lack of any clear market trend has led us to leave the
PDR  basis of our valuation unchanged throughout the year,
though  we  have  been  able to rely  to  some  extent  on
estimated asset shares backing each policy as a  basis  of
fundamental  value.  In any case,  we  have  aimed  to  be
conservative in our monthly and yearly valuations.

Activity by the Company
Windfall gains this year have been minimal. There were  no
gains  received  from demutualisations or other  corporate
activity, and just #97,748 was received from claims  as  a
result of five deaths.

In  order  to  finance its running costs  and  pay  policy
premiums  during the year the Company borrowed a total  of
#2.20  million plus rolled up interest of #542,000, making
the   total  additional  amount  drawn  on  the  borrowing
facility  during the year #2.74 million, and bringing  the
total  amount  of outstanding debt under the  facility  to
#14.09  million.  Amounts  have  been  borrowed  at  rates
between 3.87% and 4.48% p.a. during the year.

Outlook
Although  some  stock markets seem to have  run  ahead  of
earlier   expectations,  most  analysts  agree  that   the
improving  outlook in most developed economies  will  help
lift   equities  further  over  the  medium   term.   Even
Continental  European markets seem able  to  run  further,
despite  depressed economies, because many of their  large
multinational  companies  are  likely  to   benefit   from
recovery elsewhere in the world.

Although equities now represent less than 50% of many life
fund  portfolios,  the  impact  of  any  sustained  market
recovery  on  with-profits policies would be extensive  in
the  long  run.  Life office balance sheets  have  already
reflated to some extent with the recovery in stock  market
levels.  Since net surplus assets now stand in  excess  of
policyholder liabilities solvency is probably assured  for
the  great majority of offices. The overall welfare of the
industry depends substantially on the performance  of  the
markets  and the asset allocation strategies of individual
businesses,  together with the geographical mix  of  their
business activities.

Besides  a  direct impact on net assets,  continuing  good
market  performance would be likely to have  a  number  of
other  beneficial effects for policyholders.  Importantly,
sales  of  with-profits products should increase with  the
growth  of  consumer confidence, and the costs of  meeting
new  regulatory measures will be more easily  achieved  to
the advantage of policyholders.

Although economies and stock markets may have turned, life
funds are not yet totally out of trouble. In order for the
benefits of economic and market recovery to be realised in
the  form  of  increased bonuses it will be necessary  for
smoothing accounts to go through a period of adjustment in
which the over-payments of recent years are off-set  by  a
period  of under-payment. This process could take  several
years  to complete, but we anticipate some restoration  of
bonus levels as soon as conditions allow.


Barclays Global Investors Limited
16 October 2003


Statement of Total Return
(incorporating the Revenue Account) for the year ended 31
August 2003

                                                  2003                                   2002

               Note   Revenue     Capital       Total     Revenue      Capital         Total
                       #           #           #           #            #             #
______________________________________________________________________________________________

Realised gains
on investments     1         -      39,998      39,998           -      182,437       182,437

Movement in
unrealised gains
on investments     6         -  (6,269,911) (6,269,911)          -   (1,913,614)   (1,913,614)

Interest
income             2     1,606           -       1,606       4,314            -         4,314

Administrive
expenses           3  (611,817)          -    (611,817)   (635,515)           -      (635,515)
______________________________________________________________________________________________

Net
return
before
finance
costs                 (610,211) (6,229,913) (6,840,124)   (631,201)  (1,731,177)   (2,362,378)

Interest
payable           10  (539,312)          -    (539,312)   (464,916)           -      (464,916)
______________________________________________________________________________________________
Return on ordinary
ordinary activities
for the financial
year                (1,149,523) (6,229,913) (7,379,436) (1,096,117)  (1,731,177)   (2,827,294)
______________________________________________________________________________________________
Transfer
from              13,
reserves          14(1,149,523) (6,229,913) (7,379,436) (1,096,117)  (1,731,177)   (2,827,294)
______________________________________________________________________________________________
Return per
Ordinary
Share              5                            (29.52p)                               (11.31p)
______________________________________________________________________________________________



Change in Net Asset Value per Share                                                      2003
______________________________________________________________________________________________                          
                          
Net asset value per share as at 31 August 2002                                         122.80p

Revenue return per Ordinary Share                                                       (4.60p)
(comprising   Interest   income   less   Administrative expenses and Interest payable)
Net unrealised loss per Ordinary Share                                                 (24.92p)
(comprising Realised gains on investments and  Movement in unrealised gains on
investments)
______________________________________________________________________________________________
Change in net asset value per Ordinary Share                                           (29.52p)
______________________________________________________________________________________________
Net asset value per share as at 31 August 2003                                         93.28p
______________________________________________________________________________________________


Balance Sheet as at 31 August 2003

                                                       2003                      2002
                             Note            #            #            #            #
_____________________________________________________________________________________
Fixed Assets
Investments                     6                37,265,153                42,023,745

Current Assets
Debtors                         8       16,906                     6,394
Cash at Bank                           291,874                   200,896
_____________________________________________________________________________________
                                       308,780                   207,290
Creditors
Amounts   falling   due
within one year                 9     (164,049)                 (184,148)
_____________________________________________________________________________________
Net Current Assets                                  144,731                    23,142
_____________________________________________________________________________________
Total    Assets    less
Current Liabilities                              37,409,884                42,046,887
Creditors:      amounts
falling due after  more
than one year                  10               (14,089,333)              (11,346,900)
_____________________________________________________________________________________
Net Assets                                       23,320,551                30,699,987
_____________________________________________________________________________________


Capital and Reserves
Called up Share Capital        11                   250,002                   250,002

Share Premium                  12                24,750,000                24,750,000

Capital Reserve                13                 4,132,758                10,362,671

Revenue Reserve                14                (5,812,209)               (4,662,686)
_____________________________________________________________________________________
Shareholders' Funds            15                23,320,551                30,699,987
_____________________________________________________________________________________

Approved by the Board on 16 October 2003 and signed on its
behalf by:

Paul A.C. Seymour                 Peter A.N. Bailey


Cash Flow Statement for the year ended 31 August 2003

                                                       2003                      2002
                                             #            #            #            #
_____________________________________________________________________________________

Net cash outflow from
operating  activities
(Note 1)
                                                   (637,701)                 (686,969)
Capital   expenditure
and         financial
investment

Payments  to  acquire
fixed asset
investments                           (129,898)                 (485,887)

Payments of premiums                (1,439,171)               (1,439,701)

Cash   received  from
disposal of policies                         -                    15,871

Cash   received  from
policies  ceasing  on
death                                   97,748                   172,375

Receipts         from
windfall on policies                         -                   178,180
_____________________________________________________________________________________
Net cash outflow from
capital   expenditure
and         financial
investment                                       (1,471,321)               (1,559,162)

Net    cash   outflow
before financing                                 (2,109,022)               (2,246,131)

Financing
Increase in loan                                  2,200,000                 1,950,000
_____________________________________________________________________________________
Net
increase/(decrease)
in cash                                              90,978                  (296,131)
_____________________________________________________________________________________


Reconciliation of net                                  2003                      2002
cash flow to movement                                     #                         #
in net debt
_____________________________________________________________________________________
Increase/(decrease)
in cash in the year                                  90,978                  (296,131)

Drawdown   of    loan
facility                                         (2,200,000)               (1,950,000)

Increase           in
borrowings   due   to
rolled up interest                                 (542,433)                 (670,795)

Net    debt   at    1
September 2002                                  (11,146,004)               (8,229,078)
_____________________________________________________________________________________
Net debt at 31 August 2003                      (13,797,459)              (11,146,004)
_____________________________________________________________________________________

Notes to the Cash Flow Statement
1.  Reconciliation  of net return before finance  costs  to
    net cash outflow from operating activities


                                                       2003                      2002
                                                          #                         #
    __________________________________________________________________________________
    Net   return  before   finance costs           (610,211)                 (631,201)
    Increase  in  revenue  account debtors          (10,512)                   (1,984)
    Decrease  in  revenue  account creditors        (16,978)                  (53,784)
    __________________________________________________________________________________
    Net    cash    outflow    from
    operating activities                           (637,701)                 (686,969)

2.  Analysis of net debt

                                        As at   Cash flows Non-cash flow     As at 31
                             1 September 2002                   movement  August 2003
                                            #            #             #            #
    _________________________________________________________________________________

    Cash at bank                      200,896       90,978             -      291,874
    Borrowings                    (11,346,900)  (2,200,000)     (542,433) (14,089,333)
    _________________________________________________________________________________
                                  (11,146,004) (2,109,022)      (542,433) (13,797,459)


Notes  to  the Financial Statements for the year ended  31 August 2003

Principal Accounting Policies
The  financial  statements have been  prepared  under  the
historical   cost   convention,  as   modified   for   the
revaluation of investments, and in accordance with  United
Kingdom  generally  accepted  accounting  principles.  The
Directors  consider that the accounting policies  set  out
below  are  suitable, have been consistently applied,  and
are supported by reasonable judgements and estimates.

Statement of Recommended Practice
The  financial statements have been prepared in accordance
with  the Statement of Recommended Practice issued by  the
Association  of  Investment Trust  Companies  in  December
1995.

Revenue and expenses
Deposit  interest  and expenses are accounted  for  on  an
accruals basis.

Investments
Investments are included in the Balance Sheet at valuation
and a corresponding capital reserve established to reflect
differences between value and cost.

Endowment  policies  have been valued  by  the  Consulting
Actuary  (N.H. Taylor FIA, ASA) as at 31 August 2003.  The
method  used calculates a formula maturity value for  each
policy  by  reference  to current reversionary  bonus  and
terminal bonus rates. Using standard actuarial formulae, a
pricing discount rate, fixed by the Consulting Actuary, is
then  applied  to  the formula maturity value  and  future
premium liabilities to give the net present value of  each
policy.  The  base  pricing discount  rates  used  by  the
Consulting  Actuary in his valuation as at 31 August  2003
were  9.25%  for policies maturing up to 31  August  2005,
9.75%  for policies maturing between 1 September 2005  and
31   August   2007,  and  10.25%  for  policies   maturing
thereafter. Adjustments are then made to the base  pricing
discount  rates by the Consulting Actuary to  reflect  the
particular circumstances of some life offices.  (The  base
pricing  discount rate used by the Consulting  Actuary  in
his  valuation as at 31 August 2002 was 9.25% for policies
maturing up to 31 August 2005, 9.75% for policies maturing
between  1  September 2005 and 31 August 2007, and  10.25%
for  policies maturing thereafter). No allowance  is  made
for mortality. Premiums are accounted for on a paid basis,
and are treated as an increase in the cost of investment.

The  valuation of any listed investments is based on  mid-
market  prices  at  the  close of  business  on  the  last
business day of the year.

Recognition of windfall gains
Windfall  gains from demutualisations and other  corporate
activity  are  accrued once they receive  Court  or  other
relevant  approval. Where there is uncertainty as  to  the
amount  of  any  windfall  the  Directors'  accrue  on   a
conservative basis.

1.  Realised Gains on Investments
                                                       2003                      2002
                                                          #                         #
    _________________________________________________________________________________
    Gains  on policies ceasing  on
    death of the life assured                        39,998                    69,514
    Gains  on policies surrendered
    or sold                                               -                     4,743
    Windfall gains*                                       -                   108,180
    _________________________________________________________________________________
                                                     39,998                   182,437
    _________________________________________________________________________________

    *  Windfall  gains in 2002 comprised amounts  received
    from  the  demutualisation of Scottish Provident  that
    were  in  excess of the amounts accrued and recognised
    in the previous year.

2.   Interest Income
                                                       2003                      2002
                                                          #                         #
    _________________________________________________________________________________
    Interest on bank deposits                         1,606                     4,314
    _________________________________________________________________________________

3.  Administrative Expenses
                                                       2003                      2002
                                                          #                         #
    _________________________________________________________________________________
    Investment management fee*                      213,410                   219,343
    Administrative and secretarial  fees             57,176                    69,290
    Other   policy  administration  services        209,896                   219,343
    Banks'  commitment  fees and other charges       27,470                    23,943
    Directors' emoluments                            27,500                    27,500
    Auditors' remuneration                           11,500                     9,963
    Other expenses                                   64,865                    66,134
    _________________________________________________________________________________
                                                    611,817                   635,515
    _________________________________________________________________________________


   *   The  terms  of the investment management  agreement
       are set out on page 17.

    Directors'  emoluments disclosed above include  amounts paid to:

                                                       2003                      2002
                                                          #                         #
    _________________________________________________________________________________

    Chairman  and  highest  paid Director             7,500                     7,500

4.  Taxation
    The  Company  qualifies as a Jersey Exempt Company  and
    is  not  subject to taxation, other than Jersey  Exempt
    Company fee of #600 per annum (2002: #600).

5.  Return per Ordinary Share
    Return  per  Ordinary  Share  has  been  calculated  by
    dividing  the total investment return for the  year  of
    (#7,379,436) (2002: loss of #2,827,294) by the  average
    number  of  Ordinary  Shares  in  issue  of  25,000,000
    (2002: 25,000,000).

6.  Fixed Asset Investments

    Endowment Policies                                 2003                      2002
                                                          #                         #
    _________________________________________________________________________________
    Cost
    Balance as at 1 September 2002               26,554,016                26,165,247
    Cost of policies purchased during the year      129,898                   485,887
    Cost  of  policies surrendered or sold                -                   (11,128)
    Cost  of  policies ceasing  at death            (45,522)                  (85,990)
    _________________________________________________________________________________
    Balance as at 31 August 2003                 26,638,392                26,554,016
    _________________________________________________________________________________
    Premiums
    Balance as at 1 September 2002                6,496,783                 5,073,953
    Premiums paid in year                         1,439,171                 1,439,701
    Transferred on death                            (12,228)                  (16,871)
    _________________________________________________________________________________
    Balance as at 31 August 2003                  7,923,726                 6,496,783
    _________________________________________________________________________________
    Unrealised appreciation
    Balance as at 1 September 2002                8,972,946                10,886,560
    Decrease in year                             (6,269,911)               (1,913,614)
    _________________________________________________________________________________
    Balance as at 31 August 2003                  2,703,035                 8,972,946
    _________________________________________________________________________________

    Valuation as at 31 August 2003               37,265,153                42,023,745
    _________________________________________________________________________________

7.  Contingent Liabilities and Commitments
    At   31   August   2003   there  were   no   contingent liabilities.

    Future   premiums  payable  in  respect  of   endowment
    policies held at 31 August 2003 were as follows:
                                                       2003                      2002
                                                          #                         #
    _________________________________________________________________________________
    Due within one year                           1,392,209                 1,440,651
    Due after more than one year                  3,061,447                 4,446,452
    _________________________________________________________________________________
                                                  4,453,656                 5,887,103
    _________________________________________________________________________________

8.  Debtors
                                                       2003                      2002
                                                          #                         #
    _________________________________________________________________________________
    Other debtors                                    16,906                     6,394
    _________________________________________________________________________________

9.  Creditors
                                                       2003                      2002
                                                          #                         #
    _________________________________________________________________________________
    Amounts falling due within one year:
    Other creditors                                 164,049                   184,148
    _________________________________________________________________________________

10. Bank Facility
    Under  an agreement dated 21 November 1996 between  the
    Company  and  Barclays  Bank  PLC,  Barclays  Bank  PLC
    agreed  to  make available a revolving credit facility,
    amounting initially to #22 million, for the purpose  of
    financing,  inter alia, the payment of policy  premiums
    and  the  interest,  fees  and ongoing  management  and
    administrative  expenses payable by the  Company.  This
    facility  has subsequently been reduced to #18 million.
    Under  its terms the Company pays interest at 0.45  per
    cent  over  the London Inter-Bank Offered Rate  on  the
    drawn portion of the facility. The Company also pays  a
    commitment fee of 0.225 per cent per annum on  the  non
    utilised   portion  of  the  facility.  The   Company's
    obligations  to  Barclays Bank PLC under  the  facility
    are  secured  on  the  basis of a  fixed  and  floating
    charge  over the Company's undertakings and assets  and
    is repayable over the years 2005-2009.

    Interest  payable  for  the year  in  respect  of  this
    facility  was #539,312 (2002: #464,916). These  charges
    were funded from the principal amounts drawn down.

    The  movement of the borrowings under the facility were
    as follows:
                                                       2003                      2002
                                                          #                         #
    _________________________________________________________________________________
    Drawn  portion of the  facility
    as at 1 September 2002                       11,346,900                 8,726,105
    Principal amounts drawn down in the year      2,742,433                 2,620,795
    _________________________________________________________________________________
    Drawn  portion of the  facility
    as at 31 August 2003                         14,089,333                11,346,900
    _________________________________________________________________________________

11. Called up Share Capital
                                                                        2003 and 2002
                                                                                    #
    _________________________________________________________________________________                                   
              2002   and
    Authorised
    Equity:  25,000,000 Ordinary  Shares  of  1p each                         250,000
    Non equity: 200,000 Preference Shares of  #1 each                         200,000
    _________________________________________________________________________________
                                                                              450,000
    _________________________________________________________________________________

    Allotted and fully paid

    25,000,000 Ordinary Shares of 1p each                                     250,000
    2 Preference Shares of #1 each                                                  2
    _________________________________________________________________________________
                                                                              250,002
    _________________________________________________________________________________
    The  preference  shares do not  confer  any  rights  to
    dividends. They do not have voting rights except  where
    the  rights of the preference shares are to  be  varied
    but  have a preferential right to return of capital  on
    a winding up.

12. Share Premium
                                                       2003                      2002
                                                          #                         #
    _________________________________________________________________________________
    Balance as at 31 August 2003 and
    1 September 2002                             24,750,000                24,750,000
    _________________________________________________________________________________

13. Capital Reserve
                                                   Realised    Unrealised       Total
                                                          #             #           #
    _________________________________________________________________________________
    Capital  reserve at 1 September 2002          1,389,725     8,972,946  10,362,671
    Realised gains on investments                    39,998             -      39,998
    Unrealised  depreciation   on
    investments for the year                              -    (6,269,911) (6,269,911)
    _________________________________________________________________________________
    Capital reserve at 31  August 2003            1,429,723     2,703,035   4,132,758
    _________________________________________________________________________________

14. Revenue Reserve
                                                       2003                      2002
                                                          #                         #
    _________________________________________________________________________________
    Balance as at 1 September 2002               (4,662,686)               (3,566,569)
    Deficit for the year                         (1,149,523)               (1,096,117)
    _________________________________________________________________________________
    Balance as at 31 August 2003                 (5,812,209)               (4,662,686)
    _________________________________________________________________________________
    The  Fund  is not intended to generate revenue returns,
    and all return is in the form of capital.

15. Reconciliation of Movements in Shareholders' Funds
                                                       2003                      2002
                                                          #                         #
    _________________________________________________________________________________
    Deficit for year                             (1,149,523)               (1,096,117)
    Recognised capital losses  for this year     (6,229,913)               (1,731,177)
    _________________________________________________________________________________
    Net  decrease in Shareholders' Funds         (7,379,436)               (2,827,294)
    Opening Shareholders' Funds                  30,699,987                33,527,281
    _________________________________________________________________________________
    Closing Shareholders' Funds                  23,320,551                30,699,987
    _________________________________________________________________________________

    Shareholders' funds are attributable to each class  of
    share as follows:
                                                       2003                      2002
                                                          #                         #
    _________________________________________________________________________________
    Equity shares                                23,320,549                30,699,985
    Non-equity shares                                     2                         2
    _________________________________________________________________________________
                                                 23,320,551                30,699,987
    _________________________________________________________________________________

16. Financial Instruments and Risk
    The   Company's  investment  policy  is  to   seek   an
    attractive  level of capital growth combined  with  low
    risk  by  investing  in  a range  of  traded  endowment
    policies. The policies are written by a number of  life
    offices  with a diversified range of policy  terms  and
    dates.  It is the intention of the directors to  redeem
    one  fifth of the Company's shares in each of the years
    2005 to 2009.

    To  achieve this policy the Company must hold or  enter
    into financial instruments, which may include:

    *   Traded endowment policies, fixed income deposits;
    *   Cash, liquid resources and short-term debtors and
        creditors that arise directly from its activities; and
    *   Revolving credit facilities to enable the payment of
        policy premiums and other company expenses.

    The  holding of financial instruments pursuant  to  the
    above   investment  policy  involves  certain  inherent
    risks.   Events  may  occur  that  would  result  in  a
    reduction in the Company's net assets.

    The  main  risks  arising from the Company's  financial
    instruments   are  listed  below  together   with   the
    policies  adopted by the Board to manage  these  risks.
    The   policies  adopted  by  the  Board  have  remained
    unchanged since the launch of the Company.

    Market Price Risk
    Market  risk arises mainly from uncertainty surrounding
    reversionary and terminal bonus rates declared by  life
    offices,  affecting policies held.  Market  values  and
    ultimately   returns  to  shareholders  are   adversely
    affected  to the extent that life offices reduce  bonus
    rates  or that interest rates are increased, which  may
    affect  the  pricing discount rates on which  TEPs  are
    valued.

    It  is  the policy of the Company to minimise the  risk
    of  short-term  market  price fluctuations  by  holding
    policies  to maturity rather than actively trading  the
    portfolio.   However,  in  the  long-term   shareholder
    returns will be dependent on bonus rate declarations.

   The  Company  also  minimises  market  price  risk   by
   requiring  that  the Manager meets regularly  with  the
   Consulting Actuary to consider the asset allocation  of
   the  portfolio  in order to manage the risk  associated
   with  particular  life  offices  whilst  continuing  to
   follow stated investment policies.

   Foreign Currency Risk
   It  is  the  policy of the Company only  to  invest  in
   sterling  denominated with-profit  endowment  policies,
   and  as  a  result it faces no direct foreign  currency
   risk.

   Assignment Risk
   Investing  in  traded  endowment policies  exposes  the
   Company  to a higher than average risk that good  title
   is not passed on acquisition of a new policy.
   It  is  the policy of the Company to minimise the  risk
   by  buying and selling endowment policies only  through
   an   approved  market  maker  who  is  responsible  for
   ensuring  that each assignment is legal and good  title
   is passed to the Company.

   Management of Liquid Resources
   It  is  the  policy  of the Company  to  maintain  only
   minimal  holdings of cash.  In the event of large  cash
   proceeds  arising  from  deaths  or  de-mutualisations,
   fixed  deposits  are made only as a  temporary  measure
   whilst  appropriate endowment policies  are  sought  in
   the  market  or  pending repayment of  the  outstanding
   loan.

   Interest Risk Rate on Borrowing facility
   As  set out in the prospectus, it is the policy of  the
   Company  to  fund  premiums payable on traded  policies
   and   operating  expenses  of  the  Company  with  bank
   borrowings.  It  is currently the Company's  policy  to
   borrow  at  short-term interest rates. Under  the  loan
   facility  agreement  the  Company  has  the  option  to
   borrow  at  periods of up to 12 months. Longer  periods
   may be arranged by special negotiation.

   The   Company,  as  a  result  of  its  use   of   bank
   borrowings,  is  exposed to the risk  of  movements  in
   interest  rates. Rises in interest rates would increase
   the   cost  of  the  Company's  borrowings  and  reduce
   returns  to  shareholders.  The  applicable  terms  and
   rates  associated with bank borrowings as at the  year-
   end are set out in Note 10.



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