Annual Financial Report
(Thomson Reuters ONE) - MW TOPS LimitedRegistered in Guernsey No. 45728Annual Financial ReportFor the year ended 30 September 2009CONTENTS Background to the Company 1-4 Financial Highlights 5-7 Chairman's Statement 8 Background to the Investment Manager 9-10 Investment Manager's Report 11-15 Directors 16 Directors' Report 17-22 Management Report 23 Independent Auditor's Report 24-25 Audited Financial Statements 26-57 Company Information 58-59BACKGROUND TO THE COMPANYMW TOPS Limited (the "Company") is a closed-ended investment company registeredand incorporated in Guernsey on 25( )October 2006. A continuation vote for eachclass of Share will be put to Shareholders of the relevant class at the generalmeeting of the Company in 2013 and every seven years thereafter.The Company's share capital comprises three classes of shares: Euro shares,Sterling shares and US$ shares. Each of these share classes were initiallyadmitted to listing on the Euronext Amsterdam stock market. On 18 June 2008,these shares were admitted to listing on the Official List of the UK ListingAuthority and admitted to trading on the main market of the London StockExchange. On 1 July 2009 the shares were de-listed from Euronext Amsterdam.In November 2008, the Company offered its shareholders an option to redeem allor part of their holdings at net asset value per share, less costs.Immediately following the redemption the shares in issue were as follows: Share class Number of issued shares remaining (excluding treasury shares) Euro 5,678,426 Sterling 7,300,798 US$ 1,618,575At an extraordinary general meeting of shareholders on 8 January 2009,shareholders voted in favour of resolutions amending the Articles to effect thefollowing: 1. to delete the discount management provisions of the Company and to replace such provisions with an annual cash exit facility, under which the Directors may, in their absolute discretion, offer to redeem up to all of the shares in issue, or up to all of the shares in issue in a particular class or classes, once in any 12 month calendar period on or about the time of the annual general meeting commencing in 2010, at the Net Asset Value ("NAV") per share of the relevant class, less the aggregate of a discount of up to 2 per cent of such NAV per share and the costs and expenses of implementing such an offer; and 2. to insert additional provisions empowering the Board to redeem compulsorily shares of any class if the aggregate NAV of the shares in issue of the relevant class, or the number of holders of shares of the relevant class, are such that the continued existence of such class ceases, in the Board's opinion, ceases to be viable.Investment Objective of the CompanyThe investment objective of the Company is to provide consistent absolutereturns primarily derived through trading in equities of companies incorporatedin or whose principal operations are in Europe (including Eastern Europe).Investment Policy of the CompanyThe investment policy of the Company is to invest its assets primarily inEuropean equity markets both by utilising the TOPS investment process andinvesting in opportunities chosen by Marshall Wace LLP. TOPS is a framework ofproprietary Marshall Wace applications and models which seek to capture,appraise, optimise and act upon securities trading ideas received from MarshallWace's extensive network of contributors within the brokerage community.BACKGROUND TO THE COMPANY (CONTINUED)The Company will pursue its investment policy indirectly through investment inthe sub-trusts of the TOPS Trust (an umbrella unit trust) or in other fundsmanaged by Marshall Wace (the "Underlying Funds"), the assets of which are usedto trade systematically on the basis of those ideas of the brokerage communityselected by TOPS and to invest in opportunities chosen by Marshall Wace. Theinvestment policy of each of the Underlying Funds is therefore consistent withthe Company's investment policy. Marshall Wace may in the future seek toidentify opportunities for the Company to invest up to 100 per cent of itsassets in other Underlying Funds than those investing in at the year end, whileremaining within the Company's investment objective and policy.The Company may also retain amounts in cash or cash equivalents, pendingreinvestment, if this is considered appropriate to the objective of seekingconsistent absolute returns.The Underlying Funds may invest in a wide range of instruments including listedand unlisted equities, futures, other derivatives and debt securities and willtake long and short positions over a variety of time periods. The Company willonly enter into derivative transactions for the purposes of efficient portfoliomanagement and not for speculative purposes.The Company may employ direct borrowings up to a maximum of 20 per cent of theNAV at the time of borrowing in order to fund share buy backs and the payment offees and expenses by the Company.The Company has adopted the following investment restrictions for so long asthey remain requirements of the UK Listing Authority: * the Company will avoid cross-financing between business forming part of its investment portfolio; * the Company will avoid the operation of common treasury functions as between the Company and investee companies; * neither the Company nor any subsidiary (other than business forming part of the investment portfolio) will conduct any trading activity which is significant in the context of the group as a whole; and * the Company does not intend to invest in other closed-ended investment funds, and in any case, will not invest more than 10 per cent of the total assets of the Company in other closed-ended investment funds except for those which themselves have stated investment policies to invest no more than 15 per cent of their gross assets in other closed-ended investment funds.The investment policy of the Company may only be amended with the consent of asimple majority of shareholders.Portfolio HistoryThe Company originally invested 50% of the net proceeds of the global offeringin Euro-denominated units of Sub-Trust C (Opportunistic Hedged) of the TOPSTrust ("Sub-Trust C"), 50% in Euro-denominated units of Sub-Trust D(Fundamental-Hedged) of the TOPS Trust ("Sub-Trust D"), this was realigned on18 February 2008 to invest 10% of assets of the Company in to Euro-denominatedunits of Sub-Trust N (Market Neutral) of the TOPS Trust ("Sub-Trust N") and theinvestments into Sub-Trust C and Sub-Trust D were reduced proportionately. Forthe period from 1 June 2009 to 31 July 2009 the portfolio was reviewed andreinvested in to the following Euro-denominated Sub-Trusts:BACKGROUND TO THE COMPANY (CONTINUED)Sub-Trust A (Opportunistic) 35%Sub-Trust B (Fundamental) 35%Sub-Trust H (Balanced Europe) 10%Sub-Trust N (Market Neutral) 20%With effect from 1 August 2009 the portfolio was reviewed again and reinvestedin the following Euro-denominated Sub Trusts:Sub-Trust H (Balanced Europe) 10%Sub-Trust European TOPS 70%Sub-Trust N (Market Neutral) 20%Following the year end, the Board announced its intention to redeem all, orsubstantially all, of its holding in the TOPS Trust and to invest all, orsubstantially all, of its assets in equivalent units of one or more sub-trustsof Marshall Wace Investment Strategies, an umbrella unit trust established underthe laws of Ireland. Each Sub-Trust employs Marshall Wace's Trade OptimisedPortfolio System ("TOPS").The TOPS investment process comprises a framework of proprietary applicationsand models that seeks to capture, analyse, optimise and act upon the investmentideas of contributors from the brokerage community and to aggregate them in adynamic portfolio construction process. At the end of September 2009, MarshallWace was polling contributors from 314 firms located in over 50 countries.Marshall Wace believes that investment advice received from the brokeragecommunity, if systematically monitored and analysed, can be combined into adiversified portfolio with attractive risk-reward characteristics.The assets of the Sub-Trusts are used to trade systematically ideas selected byoptimisation models developed by Marshall Wace to exploit these opportunitiesand to effect additional investment opportunities chosen by the relevantinvestment managers.The investment process of Sub-Trust H (Balanced Europe) is to trade investmentideas driven by valuation and fundamental criteria, prevailing market themes andstock-specific events. The resulting portfolio is expected to be liquid andcharacterised by medium to long-term holding periods. The Investment Managerexpects that Sub-Trust H (Balanced Europe)'s portfolio will exhibit higherlevels of volatility than the other sub-trusts with more diversified strategies.The Investment Manager may also pursue a discretionary hedging policy to controlmarket, sector and thematic exposures. Sub-Trust H (Balanced Europe)'s netmarket exposure will vary but will not normally exceed a range from 20 per centnet short to 80 per cent net long. Where deemed appropriate, Sub-Trust H(Balanced Europe) may employ leverage including, without limitation, throughborrowing securities and other investments and by entering into derivativestransactions. The gross exposure of Sub-Trust H (Balanced Europe) will notexceed 500 per cent of its NAV.The investment process of Sub-Trust European TOPS is to trade investment ideasdriven by: (a) general factors such as stock and market momentum, and prevailingmarket themes and events affecting an individual stock in particular (e.g. amerger or takeover, and earnings release, changes to the management of theissuer, or any other commercially significant event); and (b) valuation andfundamental criteria such as earnings growth and outlook for a specific stock.The resulting portfolio is expected to be relatively liquid and diversified andcharacterised by relatively high turnover.BACKGROUND TO THE COMPANY (CONTINUED)The Investment Manager may pursue a discretionary hedging policy to limitdrawdown and preserve investors' capital. Additional hedging positions will beused to control market, sector and thematic exposures. The net market exposureof Sub-Trust European TOPS will vary according to the Investment Manager's viewof market prospects and the Investment Manager will have discretion to be netshort of markets. However, the overall net market exposure of Sub-Trust EuropeanTOPS is not normally expected to exceed a range from 50 per cent net short to150 per cent net long. Where deemed appropriate, Sub-Trust European TOPS mayemploy leverage including, without limitation, through borrowing securities andother investments and by entering into derivatives transactions. The grossexposure of Sub-Trust European TOPS will not exceed 300 per cent of its NAV. TheInvestment Manager may from time to time consider hedging currency exposure, butwill not generally enter into contracts involving a speculative position in anycurrency.The investment process of Sub-Trust N (Market Neutral) is to trade on the basisof investment ideas driven by (a) general factors such as stock and marketmomentum and prevailing market themes and events affecting an individual stockin particular (e.g. a merger or takeover, an earnings release, changes to themanagement of the issuer, or any other commercially significant event); and (b)valuation and fundamental criteria such as earnings growth and outlook for aspecific stock. The resulting portfolio is expected to be relatively liquid anddiversified. The Investment Manager will pursue a discretionary hedging policyto preserve investors' capital in line with its long-term investment strategy.Although the investment objective of Sub-Trust N (Market Neutral) is to provideinvestors with consistent absolute returns by implementing a long term marketneutral investment strategy, the net market exposure of Sub-Trust N (MarketNeutral) may temporarily vary according to the Investment Manager's view ofmarket prospects and the Investment Manager will have discretion to be net shortof markets. However, the overall net market exposure of Sub-Trust N (MarketNeutral) is not normally expected to exceed a range from 15 per cent net shortto 15 per cent net long. Where deemed appropriate, Sub-Trust N (Market Neutral)may employ leverage including, without limitation, through borrowing securitiesand other investments and by entering into derivatives transactions. The grossexposure of Sub-Trust N (Market Neutral) will not exceed 600 per cent of itsNAV.FINANCIAL HIGHLIGHTSNet Asset Value Summary * The NAV per share of each share class of MW TOPS Limited has outperformed the MSCI Europe AC TR Index since launch. * The multi-factor risk management framework governing the strategies in which MW TOPS Limited invests has contributed to a limited drawdown during the challenging market conditions of 2008 and Q1 2009. * NAV per share continues to exhibit low volatility as measured against the MSCI Europe AC TR Index. MW TOPS Limited Total Net Assets: EUR153,155,177 30 Sept 2009 30 Sept 2009 30 Sept 2009 Euro shares Sterling shares US$ shares EUR £ $ Net Assets 58,541,593 76,174,104 16,467,763 Net Asset Value per share 10.31 10.43 10.17 Mid market share price (LSE)(1) 9.43 9.53 9.33 Total number of shares in 5,678,426 7,300,798 1,618,575 issue(2)(1) Data source: Bloomberg(2) To the exclusion of those held in treasuryFINANCIAL HIGHLIGHTS (CONTINUED)Monthly Track Record MW TOPS % Limited Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep % Perf NAV 2008 2008 2008 2009 2009 2009 2009 2009 2009 2009 2009 2009 YTD Since Performance Inception Euro NAV 8.98 9.02 9.04 9.16 9.03 9.20 9.39 9.60 9.71 9.78 9.97 10.31 Euro Net -5.37% 0.45% 0.22% 1.33% -1.42% 1.88% 2.07% 2.24% 1.15% 0.67% 1.99% 3.41% 8.64% 3.10% Return GBP NAV 9.10 9.15 9.15 9.27 9.14 9.31 9.50 9.71 9.83 9.89 10.09 10.43 GBP Net -5.11% 0.55% 0.00% 1.31% -1.40% 1.86% 2.04% 2.21% 1.24% 0.63% 2.01% 3.37% 8.76% 4.30% Return US$ NAV 8.88 8.91 8.92 9.04 8.92 9.08 9.27 9.47 9.58 9.65 9.84 10.17 US$ Net -5.23% 0.34% 0.11% 1.35% -1.33% 1.79% 2.09% 2.16% 1.16% 0.70% 2.00% 3.35% 8.54% 1.70% ReturnFINANCIAL HIGHLIGHTS (CONTINUED)Underlying Investment Details Units held by Holdings Unit Price in MW TOPS Limited Value of units held EUR(1) in EUR Sub-Trust H 163.71 95,796.72 15,682,881 (Balanced Europe) Sub-Trust European 126.72 875,556.24 110,950,487 TOPS Sub-Trust N (Market 105.25 287,517.96 30,261,265 Neutral)(1) Unit price to 2 decimal placesNote: The above data is confirmed as at 30 September 2009Data Source: Citi Hedge Fund Services Limited Average Premium/Discount since launch 8 December 2006 MW TOPS Limited - EUR share class -6.04% MW TOPS Limited - US$ share class -5.07% MW TOPS Limited - GBP share class -4.58% Industry Average (Single Manager Hedge Fund) -8.94%**Data Source: Kepler Partners. Industry average from 1 December 2006 - 30September 2009CHAIRMAN'S STATEMENTI am pleased to present to shareholders the Annual Financial Report of theCompany in this, its third year of operation.The share price performance of the Company against the continuing difficulteconomic backdrop and volatile market conditions was satisfactory in absoluteterms with the Euro share price increasing from EUR8.70 to EUR 9.43, a rise of+8.33%. This compares favourably to a return of European equity markets asmeasured by the MSCI AC Daily TR Net Europe Local Index of +1.52%. TheInvestment Manager's Report on pages 11 to 15 outlines the performance of theCompany's portfolio and its risk profile over what has been an exceptionallychallenging period. While the absolute return of the Company has been lower thanthe objective set out in the prospectus it is notable that it has generatedpositive net returns since inception (the NAV per share of the Euro class rising3.15%) despite the market falling 19.17%.In November 2008, in response to the torrid market conditions the Board offeredinvestors the opportunity to redeem all or part of their investment in theCompany at net asset value per share less costs. Redemption requests totallingapproximately 84% of the net assets of the Company were received. The redemptionoffer provided liquidity for shareholders at a time of market distress anddemonstrated the Board's and the Investment Manager's commitment to act inaccordance with the interests of shareholders.In addition, the Board instigated a review of the expenses of the Company toensure that costs were being efficiently managed. The most significant result ofthis review was the decision to concentrate the Company's trading activity on asingle exchange and consequently the Board decided to delist the Company'sshares from NYSE Euronext Amsterdam on 1 July 2009 and to maintain its listingon the London Stock Exchange.While the restrictions on short selling have been eased since December 2008 andreplaced with reporting requirements, the regulatory environment for hedge fundscontinues to be in a state of flux. Wide ranging proposals have been put forwardby the European Commission and other national governmental bodies. TheInvestment Manager has advised the Board that it believes that these proposalswill not affect its ability to implement the Company's investment strategy.However, the Investment Manager continues to monitor the developments.In February this year, Sir Andrew Large announced his resignation from the Boardafter serving just over two years as chairman. I was pleased to accept theBoard's offer to succeed Sir Andrew and I would like to thank him for hiscontribution to the Company.The Board maintains an open and constructive relationship with the InvestmentManager and continues to have confidence in the ability of the TOPS strategy todeliver both alpha and absolute returns.Dr Cameron McPhailChairman28 January 2010BACKGROUND TO THE INVESTMENT MANAGERMarshall Wace LLP ("Marshall Wace" or "MW") was founded by Paul Marshall and IanWace in 1997 and, since the launch of the flagship Eureka Fund in 1998, hasestablished itself as one of Europe's foremost hedge fund managers.At the heart of MW's success is the drive to deliver investment performance ofthe highest quality for investors. MW is dedicated to building sustainablecompetitive advantage within the investment management industry and strivescontinuously to enhance its investment process to achieve this aim.MW's proprietary approach combines both process-driven and manager led("European Core") strategies. Both approaches draw on an unrivalled informationedge, developed through the unique relationships established with thoseproviding investment recommendations. The dynamics of this relationship havealigned the interests of investor, fund manager and service provider in avirtuous circle and have led to the creation of a revolutionary process-drivenstrategy known as TOPS (Trade Optimised Portfolio System).The TOPS strategies have formed an important platform for the development of MWdue to its direct transferability to other liquid capital markets. In July2004, recognising this potential and in anticipation of the launch of AmericasTOPS, Marshall Wace opened its first overseas office in the United States. Theroll-out of TOPS continued in 2006 with the expansion of the programme toinclude Asian markets and the subsequent opening of an office in Hong Kong inOctober that year.In December 2006, wishing to make the TOPS strategies available to a wider groupof investors, Marshall Wace announced the listing of MW TOPS Limited (the"Company") on the NYSE Euronext Exchange. The listing of the Company on theLondon Stock Exchange followed in June 2008.The launch of the Marshall Wace TOPS UCITS Fund, incorporated as a LuxembourgSICAV in November 2007, was intended to broaden the firm's investor basefurther, offering an alternative access point to certain MW TOPS strategies forinvestors unable to allocate to traditional offshore hedge funds.The formation of a joint venture, Marshall Wace GaveKal Asia Limited, in June2008 reflects the Company's strategic objective to develop a greater presence inAsia. The bringing together of GaveKal's knowledge of the Asia-Pacific regionalongside the innovative product design, portfolio construction and disciplinerisk management of Marshall Wace is expected to have powerful synergies. Theoffering of a range of funds under the umbrella of the joint venture is intendedto allow investors to capitalise on the long-term growth prospects in Asia.Paul MarshallPaul Marshall is a founding partner of Marshall Wace LLP and was responsible forthe development of the "Core" investment management process, utilised bothwithin the flagship Eureka (Euro) Fund and also now available as a stand-alonestrategy. As CIO for manager-led strategies he has overall responsibility forthe development of this part of the firm's business. Within his role asChairman, Paul has responsibility for business development and corporategovernance and, through his chairmanship of the Partnership Management Committeeand the Investment Advisory Committee, plays a central role in the strategicdirection of the firm.BACKGROUND TO THE INVESTMENT MANAGER (CONTINUED)Paul was formerly a director of Mercury Asset Management, where he was ChiefInvestment Officer for European Equities. At the time of his departure in 1997he was responsible for a team of 15 managing US$12 billion in European Equities.Ian WaceIan Wace is a founding partner of Marshall Wace LLP. As CEO, he has overseen thegrowth and development of the firm since the launch of the Eureka (Euro) Fund in1997. Marshall Wace employs over 160 personnel, and operates from offices inLondon, Greenwich, Connecticut and Hong-Kong. Under his stewardship, the firmpioneered the development of TOPS and is now extending its manager based productoffering. The firm is one of Europe's largest privately-owned alternative assetmanagers, recognised for its robust infrastructure and investment processes. AsCEO, Ian is closely involved with all aspects of the management of the firm andis instrumental in driving forward the broad range of initiatives which willtake the firm through its next phase of growth.Prior to founding Marshall Wace, Ian was Global Head of Equity and DerivativeTrading at Deutsche Morgan Grenfell ("DMG"), where he was responsible for EquitySales Trading, Programme Trading, Proprietary Trading, Stock Lending and BalanceSheet Management. Prior to joining DMG in 1995, he worked for eleven years at SGWarburg, where in 1988, as the youngest ever director, he was appointed head ofEuropean Equity Sales and in 1993, head of Proprietary Trading.Anthony ClakeAnthony Clake has been responsible for the evolution of the MW TOPS strategiessince their inception in 2001. As the Global Product Manager for MW TOPS, he hasoverseen the geographic expansion of this investment process across Europe,Asia, North and South America as well as Emerging Markets. In recognition of hiscontribution to the development of Marshall Wace, Anthony was made a partner ofthe firm in 2004.Anthony joined Marshall Wace in August 2001 directly from university followingconsultancy work with the firm during 1999 and 2000. Previously he studiedPhilosophy, Politics and Economics at Queen's College, Oxford. He was elected tothe Gibbs scholarship for obtaining the highest marks awarded in preliminary andfinal examinations.INVESTMENT MANAGER'S REPORTFinancial Year ending 30 September 2009Within the 12 month period covered by this review the global financial crisisreached its nadir. The severity of the economic contraction in Q4 2008 and levelof cross-regional contagion within the international banking system wasunderscored by the release of numerous statistics in early 2009. The continuedfragility of the financial industry together with the efforts of the assetmanagement community to quickly deleverage combined to heighten equity marketuncertainty in Q1 2009, resulting in heightened levels of volatility at thesingle stock, inter- and intra-sector level. However, while the fundamentals ofthe global economy continued in Q2 2009 to hamper belief in any sustainedrecovery, equity market participants became more optimistic that the attempts byvarious governments to inject liquidity into the economy through monetary policyand fiscal stimuli and to recapitalise a number of financial institutions mightbe sufficient in staving off a deeper global recession. Consequently in Q2 2009sentiment changed within equity markets, which resulted in a large proportion ofequity indices rallying sharply.During the 12 month period under review, European equity markets* returned only+1.52% with a volatility of 27.59%, falling -30.10% from 1 October 2008 to 29February 2009 and then rallying +45.24% from 1 March 2009 to 30 September 2009.The NAV per share of the Euro, Sterling and US$ classes showed considerableresilience in this volatile market environment, rising +8.69%, +8.78% and +8.48%respectively over the financial year and drawing down only -4.78%, -4.64% and-4.86% during the particularly testing initial 5 months period. With theimprovement in market sentiment, the net and gross market exposures of MW TOPSLimited (the "Company") incrementally increased (as detailed below). The steadypace of this portfolio adjustment meant that the Company maintained conservativelevels of risk, while capturing a portion of the market upside, with the NAV pershare of the Euro, Sterling and US$ classes returning +14.14%, +14.08 and+14.02% respectively from 1 March to 30 September.* As measured by the MSCI AC Daily TR Net Europe Local IndexSince Inception to 30 September 2009Since the launch of the Company on 8 December 2006 to the end of September2009, the greater proportion of the assets of the Company have delivered a levelof capital protection for investors against the background of a rapidlydeteriorating global equity market. Despite a market fall of 19.17% with avolatility of 20.94% during this period, the NAV per share of the Euro, Sterlingand US$ classes have generated positive net returns of +3.15%, +4.32% and +1.64%with a volatility of 8.84%, 8.80% and 9.19% respectively. This represents thedelivery of +7.29%, +8.51% and +5.76% net alpha since inception.Portfolio CompositionThe Investment Manager's objective is to generate absolute returns and deliverconsistent alpha from each of the underlying strategies that comprise theCompany within a robust risk framework which seeks to manage volatility andlimit downside. Since inception, the majority of the assets within the Companyhave continued to be invested equally in Sub-trust C and Sub-trust D of theMarshall Wace TOPS Trust. However, from 1 August 2009, a decision was taken toallocate the assets of the Company to the relevant Sub-trusts of the MarshallWace TOPS Trust according to the following approximate proportions: 70% toSub-trust European TOPS, 20% to Sub-trust N (Market Neutral) and 10% toSub-trust H (Balanced Europe). The allocation to Sub-trusts N and H, was made aspart of a strategy aimed at ensuring that the Company continues to meet itslong-term target risk-return profile, while delivering a more diversified anddecorrelated source of alpha.INVESTMENT MANAGER'S REPORT (CONTINUED)As an illustration of diversified nature of the Company, the bar charts belowshow the average sector and country exposures of the combined strategies duringSeptember 2009.While markets moved initially significantly lower and then rebounded sharplyover the period covered by this review, the greatest positive contribution toreturn came from Materials and Banks. The table below sets out the top 5 longand short sectors in terms of P&L attribution from 1 October 2008 to 30September 2009.INVESTMENT MANAGER'S REPORT (CONTINUED)Top 5 Holdings as at 30 September 2009Over the Company's financial year, typically no single position has representedmore than 3% of NAV and aggregate exposure to mid-cap securities (
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