WPL W.P. Stewart & CO. Ltd.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO
(Amendment No. 1)

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

Mal Serure David J. Heymann
c/o Arrow Advisors LLC Post Heymann & Koffler LLP
499 Park Avenue Two Jericho Plaza, Wing A, Suite 211
New York, New York 10022 Jericho, New York 11753
Tel: 212-243-7338 Tel: 516-681-3636
Fax: 212-243-2195 Fax: 516-433-2777

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

 Calculation of Filing Fee

Transaction valuation* Amount of Filing Fee
---------------------- --------------------

$31,843,200 $1,252

* For purposes of the filing fee only assumes the purchase of 19,902,000 shares at a purchase price of $1.60 per share in cash.

|X| Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $1,252 Form or Registration No.: SC TO-T Filing Party: Arrow Partners LP Date Filed: May 28, 2008

|_| Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

|X| third-party tender offer subject to Rule 14d-1.

|_| issuer tender offer subject to Rule 13e-4.

|_| going-private transaction subject to Rule 13e-3.

|_| amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: |_|

TENDER OFFER

This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO (the "Schedule TO") filed by Arrow Masters LP, a Delaware limited partnership, Arrow Partners LP, a Delaware limited partnership, Arrow Offshore, Ltd., a Cayman Island exempted company, Arrow Advisors LLC, a Delaware limited liability company, Arrow Offshore Advisors, LLC, a Delaware limited liability company, Arrow Capital Management LLC, a Delaware limited liability company ("Management"), Alexandre von Furstenberg and Mal Serure to purchase up to 19,902,000 common shares (the "Shares") in W.P. Stewart & Co., Ltd. (the "Corporation"), as set forth in the Schedule TO. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed thereto in the Schedule TO.

The Schedule TO is hereby amended as follows:

Item 6. Purposes of the Transaction and Plans or Proposals of the Schedule
TO is hereby amended by adding the following:

Mal Serure and Alexandre von Furstenberg, the principals of Management, and members of the Corporation's management recently began discussions regarding possible areas of cooperation between Management and the Corporation. As a result, Management and the Corporation have begun informally sharing insights with respect to research and potential investments for the Corporation's clients' portfolios. Although no agreements in this regard have been entered into, Management currently anticipates entering into negotiations with the Corporation with respect to a collaborative arrangement for sharing of research and, possibly, involving Messrs. Serure and von Furstenberg in the Corporation's research efforts. In addition, Management is engaged in preliminary discussions regarding the Corporation providing marketing services for the Purchaser and other funds advised by Management. Management has also expressed a willingness to provide assistance in helping the Corporation develop arrangements with third parties with regard to marketing its products and/or client development. There can be no assurance that any such arrangements will ultimately be entered into.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

ARROW MASTERS LP

By: Arrow Advisors LLC
General Partner

By: /s/ Mal Serure
 ---------------------------
 Mal Serure
 Co-Managing Member

ARROW PARTNERS LP

By: Arrow Advisors LLC
General Partner

By: /s/ Mal Serure
 ---------------------------
 Mal Serure
 Co-Managing Member

ARROW OFFSHORE, LTD.

By: /s/ Mal Serure
 -------------------------------
 Mal Serure
 Director

ARROW ADVISORS LLC

By: /s/ Mal Serure
 -------------------------------
 Mal Serure
 Co-Managing Member

ARROW OFFSHORE ADVISORS LLC

By: /s/ Mal Serure
 -------------------------------
 Mal Serure
 Co-Managing Member

ARROW CAPITAL MANAGMENT LLC

 By: /s/ Mal Serure
 -------------------------------
 Mal Serure
 Co-Managing Member


 /s/ Mal Serure
 -----------------------------------
 Mal Serure


 /s/ Alexandre von Furstenberg
 -----------------------------------
 Alexandre von Furstenberg

Dated: June 27, 2008

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