RNS Number:3044Y
Marshall Wace Tops Fund Limited
13 February 2006

MARSHALL WACE TOPS FUND LIMITED



(an exempted company incorporated with limited liability under the laws of the

Cayman Islands with registered number 142326)


Directors                                         Registered Office

Fritz Becker                                      PO Box 30362 SMB
Ronan Daly                                        3rd Floor
Paul Marshall                                     Harbour Centre
Linburgh Martin                                   George Town
Tarek Toubale                                     Grand Cayman
                                                  Cayman Islands
                                                  British West Indies



This document is important and requires your immediate attention. If you are in
any doubt as to the action you should take, you are advised to consult your
financial adviser.



If you have sold all your shares in the Fund, please send this letter to the
purchaser or transferee or to the stockbroker, bank or agent through whom the
sale was effected, for transmission to the purchaser or transferee.





To all holders of Class H, Class J and Class K ordinary shares     13 February
2006



Dear Shareholder

Change of Investment Process and Other Developments

Introduction

The purpose of this letter is to describe certain changes that are proposed to
be made (i) to the investment process implemented by sub-funds H and J of
Marshall Wace TOPS Fund Limited (the "Fund"), and (ii) to the dealing and
valuation days of sub-fund K of the Fund.  Appended to this letter are the
written resolutions through which your consent to the relevant changes will be
sought.

New Investment Process

The trustee of Marshall Wace TOPS Trust, the master fund in which the Fund
invests (the "Master Fund"), proposes to amend the investment process of
Sub-Trust H (Select) and Sub-Trust J (Diversified) (together the "Revised
Sub-Trusts").  As each sub-fund of the Fund invests in the corresponding
sub-trust of the Master Fund, it is necessary to seek the approval of the Class
H and Class J shareholders to the changes made to the Revised Sub-Trusts.  The
revised investment process proposed for each of the relevant sub-funds is as
follows:-

"Class H Sub-Fund

The Class H Sub-Fund will invest all or substantially all of its assets in
Sub-Trust H (Select).

The investment process of Sub-Trust H (Select) is to trade systematically a
small sub-set of the investment ideas selected by the TOPS optimisation process.
The selection criteria for this sub-set may include, but will not be limited to,
contributor stock and sector success ratios, and historical investment idea
duration and return profile. Investment ideas will be driven by valuation and
fundamental criteria, prevailing market themes and stock-specific events. The
resulting portfolio is expected to be liquid but relatively concentrated and
characterised by medium to long-term holding periods. The Investment Manager
expects that this portfolio will exhibit higher levels of volatility than the
diversified TOPS strategies.



The Investment Manager may also pursue a discretionary hedging policy to control
market, sector and thematic exposures.



Sub-Trust H (Select)'s net market exposure will vary according to the Investment
Manager's view of market prospects and the Investment Manager will have
discretion to be net short of markets.  However, the overall net market exposure
of Sub-Trust H (Select) is not normally expected to exceed a range from 5020 per
cent net short to 15080 per cent net long.

The use of borrowing and other leverage in respect of Sub-Trust H (Select) is
limited to 200 per cent of Net Asset Value (representing leverage of 300 per
cent), excluding for this purpose currency transactions entered into to hedge
Sub-Trust H (Select)'s exposure to non-Euro denominated investments and
transactions entered into to hedge Sub-Trust H (Select)'s equity exposure.



Class J Sub-Fund



The Class J Sub-Fund will invest all or substantially all of its assets in
Sub-Trust J (Diversified).

The investment process of Sub-Trust J (Diversified) is to trade systematically a
broad sub-set of all the investment ideas selected by the TOPS optimisation
process. The selection criteria for this sub-set may include, but will not be
limited to, contributor stock and sector success ratios, historic return
profiles, sector and position concentration, and individual stock volatility.
The resulting portfolio is expected to be liquid and highly diversified in terms
of number of positions, market capitalisation of the underlying companies and
holding periods.

Sub-Trust J (Diversified)'s net market exposure will vary according to the
Investment Manager's view of market prospects and the Investment Manager will
have discretion to be net short of markets.  However, the overall net market
exposure of Sub-Trust J (Diversified) is not normally expected to exceed a range
from 1020 per cent net short to 60100 per cent net long. The Investment Manager
will also pursue a discretionary hedging policy to limit drawdown and preserve
investors' capital.  Additional hedging positions will be used to control
market, sector and thematic exposures.

The Investment Manager expects that this portfolio will exhibit relatively low
levels of volatility.

The use of borrowing and other leverage in respect of Sub-Trust J (Diversified)
is limited to 200 per cent of Net Asset Value (representing leverage of 300 per
cent), excluding for this purpose currency transactions entered into to hedge
Sub-Trust J (Diversified)'s exposure to non-Euro denominated investments and
transactions entered into to hedge Sub-Trust J (Diversified)'s equity exposure."



New Dealing Cycle (Class K only)



It is proposed that the dealing cycle (for subscriptions and redemptions) of the
Class K sub-fund be amended from a monthly dealing cycle to a quarterly dealing
cycle.

As a result, it is proposed that the dealing day (for subscriptions and
redemptions) for the Class K ordinary shares be changed from the first business
day of each month and/or such other day or days as the Directors may from time
to time determine to the first business day of each calendar quarter and/or such
other day or days as the Directors may from time to time determine.

Additionally, it is proposed that the valuation day for the Class K ordinary
shares be changed from the business day immediately preceding a dealing day and/
or such other day or days as the Directors may from time to time determine to
the last business day of each calendar month and/or such other day or days as
the Directors may from time to time determine.



Recommendation



The Directors consider that, in their opinion, the proposed amendments to
investment process and dealing cycle of the relevant sub-funds are in the best
interests of the Class H, Class J and Class K shareholders respectively.  The
Directors therefore recommend that you approve the proposed amendments.



Required Approval



The adoption of the revised investment process and dealing cycle of the relevant
sub-funds will require the approval of a majority of the shareholders of each of
the affected sub-funds.



Action to be taken



You will find enclosed with this letter a form of written resolution.  To the
extent that you approve the proposed amendments, the enclosed form of written
resolution should be signed and returned to BISYS Hedge Fund Services (Ireland)
Limited, Fourth Floor, 1 George's Quay Plaza, George's Quay, Dublin 2, Ireland
so as to be received as soon as possible but in any event not later than 5:00
p.m. on 10 March 2006.



A copy of the revised prospectus, referred to in the written resolutions, will
be available for inspection by the Class H, Class J and Class K shareholders
from the date of this document until 10 March 2006 at the offices of BISYS Hedge
Fund Services (Ireland) Limited, Fourth Floor, 1 George's Quay Plaza, George's
Quay, Dublin 2, Ireland.



Further Information



If you require any further information in relation to the above, please contact
Anthony Marber at Marshall Wace LLP on telephone: +44 (0)20 7316 2256, email:
a.marber@mwam.com.



Yours faithfully



Daly Ronan

Director

















WRITTEN RESOLUTIONS OF ALL OF THE SHAREHOLDERS OF THE CLASS H SUB-FUND OF
MARSHALL WACE TOPS FUND LIMITED (THE "SUB-FUND")

_____________________________________________________________________________



IT IS HEREBY RESOLVED as an ordinary resolution:

THAT the amendments to the investment process of the Sub-Fund (as detailed in
the circular dated 13 February 2006 to the holders of Class H, Class J and Class
K ordinary shares of Marshall Wace TOPS Fund Limited), attached hereto as
appendix 1, be and are hereby approved.





Marshall Wace Asset Management Limited

Date: ______________________ 2006




WRITTEN RESOLUTIONS OF ALL OF THE SHAREHOLDERS OF THE CLASS J SUB-FUND OF
MARSHALL WACE TOPS FUND LIMITED (THE "SUB-FUND")

_____________________________________________________________________________



IT IS HEREBY RESOLVED as an ordinary resolution:

THAT the amendments to the investment process of the Sub-Fund (as detailed in
the circular dated 13 February 2006 to the holders of Class H, Class J and Class
K ordinary shares of Marshall Wace TOPS Fund Limited), attached hereto as
appendix 1, be and are hereby approved.





Marshall Wace Asset Management Limited

Date: ______________________ 2006




WRITTEN RESOLUTIONS OF ALL OF THE SHAREHOLDERS OF THE CLASS K SUB-FUND OF
MARSHALL WACE TOPS FUND LIMITED (THE "SUB-FUND")

_____________________________________________________________________________



IT IS HEREBY RESOLVED as an ordinary resolution:

THAT the amendments to the dealing and valuation days of the Sub-Fund (as
detailed in the circular dated 13 February 2006 to the holders of Class H, Class
J and Class K ordinary shares of Marshall Wace TOPS Fund Limited), attached
hereto as appendix 1, be and are hereby approved.





Marshall Wace Asset Management Limited

Date: ______________________ 2006





This announcement has been issued through the Companies Announcement Service of

                           the Irish Stock Exchange.






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