CURRIE MARTIN BUSINESS TRUST, POS AMI, 1999-09-01

CURRIE MARTIN BUSINESS TRUST
POS AMI, 1999-09-01

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File No. 811-08612

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON AUGUST 31, 1999

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No. / /

Post-Effective Amendment No. / /

REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940

Amendment No. 7 / X /

MARTIN CURRIE BUSINESS TRUST
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(Exact Name of Registrant as Specified in Charter)

Saltire Court, 20 Castle Terrace,
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Edinburgh, Scotland EH1 2ES
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(Address of principal executive offices)

011-44-131-229-5252

(Registrant's telephone number, including area code)

Julian M. C. Livingston
Martin Currie, Inc.
Saltire Court
20 Castle Terrace
Edinburgh
Scotland EH1 2ES

with a copy to:

Steven Johnson J.B. Kittredge, Esq.
Martin Currie Investor Services, Inc. Ropes & Gray
53 Forest Avenue One International Place

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Old Greenwich, CT 06870 Boston, Massachusetts 02110
(Name and address of agents for service)

It is proposed that this filing will become effective immediately upon filing in
accordance with Section 8 of the Investment Company Act of 1940 and the rules
thereunder.

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EXPLANATORY NOTE

This Amendment No. 7 to the Registration Statement has been filed by the
Registrant pursuant to Section 8(b) of the Investment Company Act of 1940, as
amended. However, beneficial interests in the Registrant have not been and will
not be registered under the Securities Act of 1933, as amended (the "1933 Act"),
since such interests have been and will continue to be issued and sold solely in
private transactions which do not involve any "public offering" within the
meaning of Section 4(2) of the 1933 Act. Investments in the Registrant may only
be made by individuals or entities which are "accredited investors" within the
meaning of Regulation D under the 1933 Act. This Amendment No. 7 to the
Registration Statement does not constitute an offer to sell or the solicitation
of an offer to buy any beneficial interests in the Registrant.

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Part A. INFORMATION REQUIRED IN A PROSPECTUS

Item 1. FRONT AND BACK COVER PAGE

Not applicable. See Paragraph 2(b) of General Instruction B.

Item 2. RISK/RETURN SUMMARY: INVESTMENTS, RISKS AND PERFORMANCE

Not applicable. See Paragraph 2(b) of General Instruction B.

Item 3. RISK/RETURN SUMMARY: FEE TABLE

Not applicable. See Paragraph 2(b) of General Instruction B.

Item 4. INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES, AND RELATED
RISKS

See the Cover Page and the sections entitled "Investment Objectives ,
Principal Investment Strategies and Related Risks" and "More
Information About the Funds' Investment Strategies and Risks" in the
Private Placement Memorandum attached as Appendix A to this Part A
(the "Private Placement Memorandum").

Item 5. MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE

Not applicable. See Paragraph 2(b) of General Instruction B.

Item 6. MANAGEMENT, ORGANIZATION AND CAPITAL STRUCTURE

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See the sections entitled "Summary of Expenses;" "Management of the
Trust" and "Redemption of Shares" in the Private Placement Memorandum.

Item 7. SHAREHOLDER INFORMATION

See the Cover Page and the sections entitled "Determination of Net
Asset Value;" "Purchase of Shares;" "Redemption of Shares;"
"Distributions" and "Taxes" in the Private Placement Memorandum.

Item 8. DISTRIBUTION ARRANGEMENTS

See the Cover Page and the sections entitled "Purchase of Shares" and
"Distribution and Servicing Plans" in the Private Placement
Memorandum.

Item 9. FINANCIAL HIGHLIGHTS INFORMATION

Not applicable. See Paragraph 2(b) of General Instruction B.

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Appendix A to Part A

MARTIN CURRIE BUSINESS TRUST

c/o Martin Currie, Inc.
Saltire Court
20 Castle Terrace
Edinburgh, Scotland
United Kingdom EH1 2ES
011-44-131-229-5252

PRIVATE PLACEMENT MEMORANDUM
August 31, 1999

Martin Currie Business Trust (the "Trust") is an open-end, management
investment company consisting of five diversified series (each a "Fund")
offering portfolios with different objectives and strategies.

MCBT OPPORTUNISTIC EAFE FUND (the "Opportunistic EAFE Fund") seeks capital
appreciation through investments in an international portfolio. Under normal
conditions, the Fund will not invest in securities of issuers located in Canada
or the United States or its territories.

MCBT GLOBAL EMERGING MARKETS FUND (the "Global Emerging Markets Fund")
seeks capital appreciation through investment in equity securities of issuers
located in countries with emerging markets and developing economies.

MCBT JAPAN SMALL COMPANIES FUND (the "Japan Small Companies Fund") seeks
capital appreciation through investment primarily in equity securities of
issuers located in Japan with relatively small equity capitalization, which may
include companies without wide market recognition.

MCBT ASIA PACIFIC EX JAPAN FUND (the "Asia Pacific Fund") (formerly the
MCBT Emerging Asia Fund) seeks capital appreciation through investment primarily
in securities of issuers located in Asian countries other than Japan.

MCBT EMEA FUND (The "EMEA Fund") seeks capital appreciation through
investment primarily in equity securities of issuers located in the emerging
markets and developing economies in Central and Eastern Europe, the Middle East
and Africa.

THE FUNDS MAY INVEST IN LOWER-RATED BONDS, COMMONLY KNOWN AS "JUNK BONDS."
INVESTMENTS OF THIS TYPE ARE SUBJECT TO A GREATER RISK OF LOSS OF PRINCIPAL AND
NON-PAYMENT OF INTEREST. INVESTORS SHOULD CAREFULLY ASSESS THE RISKS ASSOCIATED
WITH AN INVESTMENT IN THE

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FUNDS. PLEASE SEE "MORE INFORMATION ABOUT THE FUNDS' INVESTMENT STRATEGIES AND
RISKS -- LOWER RATED SECURITIES."

Shares of each Fund may be purchased directly from the Trust in cash or in
kind by means of exchanging securities which are eligible for purchase by the
relevant Fund. There is a purchase premium in the case of cash investments in
the Opportunistic EAFE Fund. Shares of any Fund may be redeemed in cash or
in-kind. There is a redemption fee in the case of cash redemptions from the
Opportunistic EAFE Fund. All purchase premiums and redemption fees are paid to
and retained by the Opportunistic EAFE Fund and are intended to offset brokerage
and transaction costs arising in connection with the purchase or redemption. The
purchase premium and redemption fee may be waived by the Manager, however, if
the brokerage and transaction costs in connection with the purchase or
redemption are minimal or in other circumstances in the Manager's discretion.
See "Purchase of Shares" and "Redemption of Shares" in this Memorandum. The
minimum investment in any Fund must generally be worth at least $1,000,000;
subsequent investments in any Fund must be worth at least $100,000. The Manager
may, in its discretion, permit smaller initial or subsequent investments and may
choose not to accept any investment for any or no reason. An exchange of
securities for shares of a Fund to effect an in-kind purchase of the Fund's
shares will generally be a taxable transaction for an exchanging shareholder
subject to U.S. federal income tax.

The Fund's manager is Martin Currie, Inc. (the "Manager").

This Private Placement Memorandum concisely describes the information that
investors should know before investing. Please read it carefully and keep it for
future reference.

A Statement of Additional Information (the "Statement") dated August
31, 1999 is available free of charge by contacting the Transfer Agent, State
Street Bank & Trust Company, Transfer Agent Operations, P.O. Box 1978, Boston,
MA 02105, fax 617-985-9626 by 5:00 p.m. (New York time) on any business day or
the Manager at Saltire Court, 20 Castle Terrace, Edinburgh, Scotland EH1 2ES fax
011-44-131-479-4747 or during hours in which the Manager's office is closed you
may also contact Martin Currie Investor Services, Inc., 53 Forest Avenue, Old
Greenwich, Connecticut 06870, fax 203-698-9037. The Statement, which contains
more detailed information about the Trust and the Funds, is incorporated by
reference into this Memorandum.

IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS
AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR
STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING
AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS
DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED OR THE SECURITIES LAWS OF ANY STATE, AND
MAY NOT BE TRANSFERRED OR RESOLD UNLESS SO REGISTERED OR EXEMPT THEREFROM.
HOWEVER, THE SECURITIES ARE REDEEMABLE AS DESCRIBED IN THIS PRIVATE PLACEMENT
MEMORANDUM. IN CERTAIN CASES INVESTORS MAY BE REDEEMED "IN KIND" AND RECEIVE
PORTFOLIO SECURITIES HELD BY THE FUND IN LIEU OF CASH UPON REDEMPTION. IN
SUCH CASE, AN INVESTOR WILL INCUR COSTS WHEN THE INVESTOR SELLS THE
SECURITIES DISTRIBUTED.

NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY REPRESENTATIONS OR PROVIDE ANY
INFORMATION WITH RESPECT TO THE SHARES EXCEPT SUCH INFORMATION AS IS CONTAINED
IN THIS MEMORANDUM AND IN THE STATEMENT OF ADDITIONAL INFORMATION OR IN OTHER
MATERIALS APPROVED BY THE TRUST. NO SALES MADE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN MATTERS
DISCUSSED HEREIN SINCE THE DATE HEREOF.

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TABLE OF CONTENTS

<TABLE>
<S> <C>
SUMMARY OF EXPENSES..........................................................4

INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT
STRATEGIES AND RELATED RISKS ...............................................6

MORE INFORMATION ABOUT THE FUNDS'
INVESTMENT STRATEGIES AND RISKS............................................10

PURCHASE OF SHARES......................................................... 17

REDEMPTION OF SHARES....................................................... 18

DISTRIBUTION AND SERVICING PLANS........................................... 19

DETERMINATION OF NET ASSET VALUE........................................... 19

DISTRIBUTIONS.............................................................. 19

TAXES...................................................................... 20

MANAGEMENT OF THE TRUST.................................................... 20

DESCRIPTION OF THE TRUST AND OWNERSHIP OF SHARES........................... 21

ADMINISTRATOR; CUSTODIAN; TRANSFER AND DIVIDEND
PAYING AGENT.............................................................. 21

INDEPENDENT ACCOUNTANTS.................................................... 22

LEGAL COUNSEL.............................................................. 22

SHAREHOLDER INQUIRIES...................................................... 22
</TABLE>

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SUMMARY OF EXPENSES

The following information is provided to assist in understanding the
various expenses that an investor in a Fund will bear directly or indirectly.
Information is based on annualized expenses for the Funds' fiscal year ended
April 30, 1999. The information below should not be considered a representation
of future expenses, as actual expenses may be greater or less than those shown.
Also, the assumed 5% annual return in the examples should not be considered a
representation of investment performance as actual performance will depend upon
actual investment results of securities held in the particular Fund's portfolio.

<TABLE>
<CAPTION>
Emerging
Opportunistic Markets
EAFE Fund (2) Fund
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<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Purchase Premium 0.75% N/A
(as a percentage
of amount purchased)(1)
Redemption Fee (as a percentage 0.75 N/A
of amount redeemed)(1)

ANNUAL FUND OPERATING EXPENSES:
(after waiver) (as a percentage
of average net assets)
Management Fees(3) 0.70 0.80
Other Expenses(3) 0.26 0.32
Total Operating Expenses(3) 0.96 1.12

EXAMPLES:
You would pay the following expenses
on a $1,000 investment assuming a
5% annual return and (1) redemption
at the end of each time period:
One Year $ 25 $ 11
Three Years 46 36
Five Years 70 62
Ten Years 136 137

(2) assuming no redemption:
One Year $ 17 $ 11
Three Years 38 36
Five Years 60 62
Ten Years 125 137
</TABLE>

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(1) Purchase premiums and redemption fees are paid to the Opportunistic
EAFE Fund, apply only to cash purchases and redemptions and may be
waived or reduced in certain cases. See "Purchase of Shares" and
"Redemption of Shares."

(2) These examples assume the payment of both a purchase premium and a
redemption fee even though such purchase premium and redemption fee
may not be applicable.

(3) The Manager and its affiliates advise other investment companies
(including offshore funds) and private accounts for which they receive
fees. Generally, for purposes of determining the fees charged on
accounts managed separately by the Manager or its affiliates, the
Manager does not count assets invested in investment companies it or
its affiliates advise. Assets invested in such investment companies
are excluded from clients' global fee calculations. In the case of
assets invested in the Trust, the Manager credits all indirect
advisory fees paid to the Trust against the Manager's investment
advisory account fees.

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SUMMARY OF EXPENSES

<TABLE>
<CAPTION>
Japan
Small Asia
Companies Pacific EMEA
Fund Fund(2) Fund
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<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Purchase Premium N/A N/A N/A
(as a percentage
of amount purchased)
Redemption Fee (as a percentage N/A N/A N/A
of amount redeemed)

ANNUAL FUND OPERATING EXPENSES:
(after waiver) (as a percentage
of average net assets)
Management Fees(1) 1.00 1.50 1.50
Other Expenses(1) 0.31 .33 0.63
Total Operating Expenses(1) 1.31 1.83 2.13

EXAMPLES:
You would pay the following expenses
on a $1,000 investment assuming a
5% annual return and (1) redemption
at the end of each time period:
One Year $ 13 $ 19 $ 22
Three Years 42 58 67
Five Years 72 100 115
Ten Years 159 216 248

(2) assuming no redemption:
One Year $ 13 $ 19 $ 22
Three Years 42 58 67
Five Years 72 100 115
Ten Years 159 216 248
</TABLE>

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(1) The Manager and its affiliates advise other investment companies
(including offshore funds) and private accounts for which they receive
fees. Generally, for purposes of determining the fees charged on
accounts managed separately by the Manager or its affiliates, the
Manager does not count assets invested in investment companies it or
its affiliates advise. Assets invested in such investment companies
are excluded from clients' global fee calculations. In the case of
assets invested in the Trust, the Manager credits all indirect fees
paid to the Trust against the Manager's investment advisory account
fees.

(2) Formerly, the MCBT Emerging Asia Fund.

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INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS

The Trust currently consists of five Funds offering investors a range of
foreign and international investment choices. Each Fund has its own investment
objective and strategies designed to meet its specific goals. No Fund, nor the
Trust as a whole, is intended or is appropriate as a complete investment program
and the Trust and the Funds should be considered as only part of an overall
investment strategy. Because all of the Funds will be invested substantially in
foreign issuers and many of the Funds will be invested in issuers located in
developing countries with emerging markets and/or in issuers with relatively
modest capitalization that are subject to unique risks, the Funds generally
present greater risks than most U.S. mutual funds. An investor should pay
particular attention to the risks of investing in the Funds described below,
under "More Information About The Funds' Investment Strategies and Risks," and
in the Statement.

Unless otherwise noted, the investment objectives and principal investment
strategies described below are non-fundamental and may be changed by the
trustees of the Trust without shareholder approval.

THE OPPORTUNISTIC EAFE FUND

The investment objective of the Opportunistic EAFE Fund is capital
appreciation through investments in an international portfolio of equity
securities. Current income will not be a consideration. Under normal conditions,
the Fund will not invest in securities of issuers located in Canada or the
United States or its territories.

The Opportunistic EAFE Fund pursues an "opportunistic" strategy relative
to the Morgan Stanley Capital International EAFE Index (the "MSCI EAFE Index").
The MSCI EAFE Index is an index of the securities traded in Europe, Australia
and the Far East, weighted by market capitalization. The strategy is
opportunistic because the Manager will typically invest more or less in
securities traded in a particular country than would be suggested by the
weighting of that country's market capitalization in the MSCI EAFE Index. In
order to limit the investment risks associated with such a strategy, the Manager
will typically limit the Fund to an exposure of no more than 20 percentage
points above or below the current level of the MSCI EAFE Index as it applies to
each of the major investment regions of the United Kingdom, Continental Europe,
Japan, Pacific ex Japan, Latin America and EMEA countries (as defined below).
The Opportunistic EAFE Fund has no prescribed limits on geographic asset
distribution and it has the authority to invest in securities traded in any
securities market of any country in the world, including over-the-counter
markets. In making the allocation of assets among the securities markets, the
Manager will consider such factors as it considers appropriate, including the
condition and growth potential of the various economies and securities markets
and the issuers located therein, currency and taxation considerations and other
pertinent financial, legal, social, national and political factors which may
have an effect upon the climate for investing within such securities markets.
Under normal market circumstances, at least 65% of the Opportunistic EAFE Fund's
investment will involve securities of issuers located in European, Australian
and Far Eastern countries.

The Fund will invest primarily in equity securities which, in addition to
common stocks, may include convertible bonds, convertible preferred stocks,
warrants, rights or other securities convertible into common stock. The Fund may
also invest in foreign issuers by way of ADRs, GDRs and EDRs. See "More
Information About the Funds' Investment Strategies and Risks -- Depositary
Receipts." Because the Fund invests primarily in securities of foreign issuers
and in securities traded in foreign markets, an investment in the Fund involves
special

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risks. See "More Information About the Funds' Investment Strategies and Risks --
Special Risks of Foreign Investments."

When the Manager believes that conditions in overseas securities markets
warrant investing in the United States for temporary defensive purposes, the
Opportunistic EAFE Fund may invest a portion of its assets in securities
(including equity securities) principally traded in the United States; provided,
however, that the Fund's weighting of investments in U.S. equity securities will
not exceed the U.S. weighting in the MSCI World Index by more than 20%. Also for
defensive purposes, the Opportunistic EAFE Fund may invest some or all of its
assets in debt instruments as described below under "More Information About the
Funds' Investment Strategies and Risks -- Temporary Defensive Strategies."

For a description of additional investment strategies that may be utilized
by the Opportunistic EAFE Fund and the risks associated with all of the Fund's
investment strategies, see "More Information About the Funds' Investment
Strategies and Risks" below and the Statement.

THE GLOBAL EMERGING MARKETS FUND

The investment objective of the Global Emerging Markets Fund is capital
appreciation and the principal investment strategy is investment in equity
securities of issuers located in countries with emerging markets and developing
economies. In the opinion of the Manager, such countries are currently found in
Asia, the Indian subcontinent, Latin and Central America, the Middle and Near
East, Eastern and Central Europe and Africa. A number of these markets are less
accessible to foreign investors due to their tax structures or limited liquidity
making investments by the Fund less feasible. However, many emerging markets
have, in recent years, liberalized access and more are expected to do so over
the coming few years if the present trend continues.

The Fund invests, under normal market conditions, at least 65% of its
total assets in securities of issuers located in countries with emerging
markets. For this purpose, emerging markets will include any countries (i)
having an "emerging stock market" as defined by the International Finance
Corporation; or (ii) with low- to middle-income economies according to the
International Bank for Reconstruction and Development (the World Bank); or (iii)
where, in the opinion of the Manager, the markets may not fully reflect the
potential of the developing economy. The countries which the Manager believes do
NOT constitute emerging markets are the United States, the United Kingdom,
Ireland, France, Germany, Italy, Japan, Canada, The Netherlands, Australia, Hong
Kong, New Zealand, Singapore, the Scandinavian countries and Spain.

The Fund may also invest up to 35% of its assets in issuers located in
countries with more established markets and economies not considered as emerging
as described above.

The Fund will invest primarily in equity securities listed on emerging
stock exchanges or in over-the-counter markets. Equity securities, in addition
to common stocks, include convertible bonds, convertible preferred stocks,
warrants, rights and other securities convertible into common stock. The Fund
may also make investments through ADRs, GDRs and EDRs. See "More Information
About the Funds' Investment Strategies and Risks -- Depositary Receipts."

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For temporary defensive purposes, the Fund may invest some or all of its
assets in debt instruments and may invest up to 100% of its assets in securities
(including equity securities) principally traded in the United States. See "More
Information About the Funds' Investment Strategies and Risks -- Temporary
Defensive Strategies."

Generally, the securities markets of different nations are expected by the
Manager to move relatively independently of one another, because business cycles
and other economic or political events that influence one country's securities
markets may have little effect on the securities markets of other countries. By
investing in an international portfolio, the Global Emerging Markets Fund seeks
to reduce the risks associated with investing in the economy of only one country
and with investing in foreign securities generally. See "More Information About
the Funds' Investment Strategies and Risks -- Special Risks of Foreign
Investments" below.

For a description of additional investment strategies that may be utilized
by the Global Emerging Markets Fund and the risks associated with all of the
Fund's investment strategies, see "More Information About the Funds' Investment
Strategies and Risks" below and the Statement.

THE JAPAN SMALL COMPANIES FUND

The investment objective of the Japan Small Companies Fund is capital
appreciation and the principal investment strategy is investment in equity
securities of issuers located in Japan with relatively small equity
capitalization, which may include companies without wide market recognition.
Current income will not be a consideration. Under normal market conditions, at
least 65% of the Fund's assets will be invested in issuers located in Japan with
equity capitalization of less than approximately U.S. $2.5 billion at the time
of initial purchase using current exchange rates.

The Japan Small Companies Fund will invest primarily in equity securities
which, in addition to common stocks, may include convertible bonds, convertible
preferred stocks, warrants, rights or other securities convertible into common
stock. The Fund will invest in securities traded in Japanese or other foreign
securities markets (including over-the-counter markets) and may also make
investments by way of ADRs, GDRs and EDRs if desirable issues are available. See
"More Information About the Funds' Investments -- Depositary Receipts."

Because the Fund invests primarily in securities of foreign issuers and
in securities traded in foreign markets, an investment in the Fund involves
special risks. See "More Information About the Funds' Investment Strategies and
Risks -- Special Risks of Foreign Investments." These risks are increased and
additional risks are present in the case of a fund such as the Japan Small
Companies Fund which will invest most of its assets in the issuers of a single
foreign country. This means that the Fund's performance will be directly
affected by political, economic and market conditions in Japan. In addition,
since the Japanese economy is dependent to a significant extent on foreign
trade, the relationships between Japan and its trading partners and between the
yen and other currencies are expected to have a significant impact on particular
Japanese companies and on the Japanese economy generally. The Fund is designed
for investors who are willing to accept the risks associated with changes in
such conditions and relationships.

An investment in the Japan Small Companies Fund is subject to special
risks because all or a substantial portion of the Fund's assets may be
invested in securities of companies with relatively low equity market
capitalization. These may include securities traded over-the-counter and
securities of companies with limited operating histories. Companies in which
the Fund may invest may have more restricted product lines or more limited
financial resources than larger, more established companies. For these and
other reasons, they may be more severely affected by economic downturns or
other adverse developments than are larger, more established

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companies. Trading volume of these companies' securities may also be
low and their market values volatile.

For a description of additional investment strategies that may be utilized
by the Japan Small Companies Fund and the risks associated with all of the
Fund's investment strategies, see "More Information About the Funds' Investment
Strategies and Risks" below and the Statement.

THE ASIA PACIFIC EX JAPAN FUND

The investment objective of the Asia Pacific Fund is capital appreciation
and the principal investment strategy is investment primarily in securities of
issuers located in Asian and Pacific countries other than Japan. Such countries
may include Hong Kong, the Peoples Republic of China, India, Indonesia, the
Philippines, Sri Lanka, Pakistan, Thailand, Vietnam, South Korea, Taiwan,
Singapore, Malaysia, Australia and New Zealand. The Fund may also invest in
other countries in the Pacific Basin when their markets, in the opinion of the
Manager, become sufficiently diversified.

Under normal conditions, the Asia Pacific ex Japan Fund will invest at
least 65% of its assets in securities of issuers located in Asian and Pacific
countries. Such securities may, in addition to common stocks, include bonds,
sovereign debt, convertible bonds, convertible preferred stocks, warrants,
rights and other securities convertible into common stocks. The Fund may also
invest in below investment grade debt of Asian and Pacific issuers. In addition
to investing in securities listed on the exchanges of Asian and Pacific
countries, the Fund may invest in securities through ADRs and EDRs. See "More
Information About the Funds' Investment Strategies and Risks -- Depositary
Receipts." The Fund may also invest in securities traded in over-the-counter
markets. The Fund may also invest in non-Asian markets, including United States
and non-United States dollar denominated bonds.

For temporary defensive purposes, the Asia Pacific Fund may invest up to
100% of its assets in securities (including equity securities) principally
traded in the United States. See "More Information About the Funds' Investment
Strategies and Risks -- Temporary Defensive Strategies."

For a description of additional investment strategies that may be utilized
by the Asia Pacific ex Japan Fund and the risks associated with all of the
Fund's investment strategies, see "More Information About the Funds' Investment
Strategies and Risks" below and the Statement.

THE EMEA FUND

The investment objective of the EMEA Fund is capital appreciation and the
principal investment strategy is investment primarily in equity securities of
issuers located in the emerging markets and developing economies in Central and
Eastern

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Europe, the Middle East and Africa ("EMEA Countries"). Such EMEA Countries may
include Botswana, Croatia, Czech Republic, Egypt, Ghana, Greece, Hungary,
Israel, Jordan, Kazakhstan, Kenya, Lebanon, Mauritius, Morocco, Namibia,
Nigeria, Oman, Poland, Portugal, Russia, Slovakia, Slovenia, South Africa,
Turkey, Ukraine and Zimbabwe. The Fund may also invest in other countries in
Europe, the Middle East or Africa when, in the opinion of the Manager, their
markets become sufficiently developed. In addition to investing in securities
listed on the exchanges of EMEA Countries, the Fund may invest in securities
listed on more established securities markets through ADRs, GDRs, and EDRs. See
"More Information About the Funds' Investment Strategies and Risks -- Depositary
Receipts." The Fund may also invest in securities traded in over-the-counter
markets.

Under normal conditions, the EMEA Fund will be primarily invested in
equity securities. Such securities may, in addition to common stocks, include
convertible bonds, convertible preferred stocks, warrants, rights and other
securities convertible into common stock.

For temporary defensive purposes, the EMEA Fund may invest some or all of
its assets in debt instruments and may invest up to 100% of its assets in
securities (including equity securities) principally traded in the United
States. See "More Information About the Funds' Investments -- Temporary
Defensive Strategies."

For a description of additional investment strategies that may be utilized
by the EMEA Fund and the risks associated with all of the Fund's investment
strategies, see "More Information About the Funds' Investment Strategies and
Risks" below and the Statement.

MORE INFORMATION ABOUT THE FUNDS' INVESTMENT STRATEGIES AND RISKS

LOCATION OF ISSUERS. A number of the Funds' principal investment
strategies are determined by reference to whether an issuer is "located in" a
particular country or group of countries. In determining whether an issuer is
"located in" a particular country for those purposes, the Manager will
consider: (i) whether the issuer's securities are principally traded in the
country's markets; (ii) where the issuer's principal offices or operations
are located; and (iii) whether a significant portion of the issuer's revenues
are derived from goods or services sold or manufactured in the country. No
single factor will necessarily be determinative nor must all be present for
the Manager to determine that an issuer is "located in" a particular country.
The Manager may also consider other factors in making this determination.

INVESTMENT RISKS. A description of the principal risks associated with
investment in the Funds appears below. For any given Fund, this section should
be read together with the corresponding section under the heading "Investment
Objectives, Principal Investment Strategies and Related Risks" above.

An investment in any Fund involves risks similar to those of investing in
common stock or other equity securities directly. Investment in a Fund's shares
is, like investment in equity securities, more volatile and risky than some
other forms of investment. Just as with such securities, the value of Fund
shares may increase or decrease depending on market, economic, political,
regulatory and other conditions affecting the Fund's portfolio. These types of
risks may be greater with respect to the Funds because they invest primarily in
securities of foreign issuers and may be further heightened in the case of those
Funds which invest primarily in emerging market securities. In addition, a
Fund's investments will often be denominated in foreign currencies, whose values
continually change in relation to the dollar. These varying relationships will
also affect the value of a Fund's shares.

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SPECIAL CONSIDERATIONS OF FOREIGN INVESTMENTS. All of the Funds will
invest extensively in foreign securities (i.e., those which are not listed on a
United States securities exchange). Investing in foreign securities involves
risks not typically found in investing in U.S. markets. These include risks of
adverse change in foreign economic, political, regulatory and other conditions,
and changes in currency exchange rates, exchange control regulations (including
currency blockage), expropriation of assets or nationalization, imposition of
withholding taxes on capital, dividend or interest payments, and possible
difficulty in obtaining and enforcing judgments against foreign entities.
Furthermore, issuers of foreign securities are subject to different, and often
less comprehensive, accounting, reporting and disclosure requirements than
domestic issuers. The securities of some foreign companies and foreign
securities markets are less liquid and at times more volatile than securities of
comparable U.S. companies and U.S. securities markets. Foreign brokerage
commissions, custodial and other fees are also generally higher than in the
United States. There are also special tax considerations which apply to
securities of foreign issuers and securities principally traded overseas. See
"Taxes."

RISKS OF EMERGING MARKETS. The risks of investing in foreign securities
may be heightened in the case of investments in emerging markets or countries
with limited or developing capital markets. Security prices in emerging markets
can be significantly more volatile than in the more developed nations of the
world, reflecting the greater uncertainties of investing in less established
markets and economies. In particular, countries with emerging markets may have
relatively unstable governments, present the risk of nationalization of
business, restrictions on foreign ownership, or prohibitions on repatriation of
assets, and may have less protection for property rights than more developed
countries. Political change or instability may adversely affect the economies
and securities markets of such countries. Expropriation, nationalization or
other confiscation due to political change could result in a Fund's loss of its
entire investment in the country involved. The possibility or reality of
nationalization, expropriation or confiscatory taxation, currency blockage,
political changes, government regulation, political or social instability or
diplomatic developments could affect adversely the economies of countries and
the value of the Funds' investments in those countries. For example, in
September 1998 Malaysia imposed a tax on repatriated foreign portfolio
principal. The economies of individual countries may differ favorably or
unfavorably and significantly from the U.S. economy in such respects as
growth of gross domestic product ("GDP") or gross national product, rate of
inflation, currency depreciation, capital reinvestment, resource
self-sufficiency, structural unemployment and balance of payments position.
The domestic economies of emerging countries are generally not as diversified
as those of the United States and certain Western European countries. A
significant portion of many of such countries' national GDPs are represented
by one commodity or groups of commodities. World fluctuations in the prices
of certain commodities may significantly affect the economy involved. Such
countries' economies may also be dependent on international aid or
development assistance, may be highly vulnerable to changes in local or
global trade conditions, including trade barriers, and may suffer from
extreme and volatile debt burdens or inflation rates. Local securities
markets may trade a small number of securities and may be unable to respond
effectively to increases in trading volume, potentially making prompt
liquidation of substantial holdings difficult or impossible at times.
Consequently, securities of issuers located in countries with emerging
markets may have limited marketability and may be subject to more abrupt or
erratic price movements. Also, such local markets typically offer less
regulatory protections for investors.

As described above under "Investment Objectives, Principal Investment
Strategies and Related Risks" all of the Funds may invest in issuers of emerging
markets and several of the Funds may invest primarily in such markets. Several
of the Funds may concentrate their investments in particular regions, such as in
the emerging markets of Latin America and the Pacific Basin. Such Funds will be
subject to all of the general risks described above as well as special risks
(some of which are described below) that may affect the region where the Fund
invests. Also, adverse developments in certain regions such as Southeast Asia or
Russia can, however, adversely affect securities of issuers located in countries
or regions, such as Latin America, whose economies appear to be unrelated.

ASIA. The Asia Pacific Fund is susceptible to political and economic
factors affecting issuers in Pacific Basin countries. Although the Fund will not
invest in Japanese companies or focus its investments in Chinese companies, some
Asian economies are directly affected by Japanese capital investment in the
region, by Japanese consumer demands and by the Chinese economy in general.
Securities of issuers located in some Asian countries tend to have volatile
prices and may offer significant potential for loss as well as gain. Further,
certain companies in Asia may not have firmly established product markets, may
lack depth of management, or may be more vulnerable to political or economic
developments such as nationalization of their own industries. However, many of
the countries of the Pacific Basin are developing both economically and
politically. Such countries may have relatively unstable governments, economies
based on only a few commodities or industries, and securities markets trading
infrequently or in low volumes. Some Asian countries restrict the extent to
which foreigners may invest in their securities markets. Taiwan, for example,
permits foreign investment only through authorized qualified foreign
institutional investors ("QFII"). The Manager has been granted QFII status with
its own investment quota enabling the Trust to purchase Taiwanese investments
through various sub-accounts. The Manager will not collect charges or fees for
the use of

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these facilities; however, the Funds' sub-accounts will owe custodial or
transaction fees relating to investments through these facilities. Recently, the
region has experienced political and economic uncertainty, increased market
volatility, decline in foreign currency exchange rates, slower economic growth,
high inflation and higher interest rates. In addition, a number of regional
currencies, including those in China and Hong Kong have been under pressure in
the markets.

LATIN AMERICA. Although there have been significant improvements in recent
years, the Latin American economies continue to experience significant problems,
including high inflation rates and high interest rates. Inflation and rapid
fluctuations in inflation rates have had and may continue to have very negative
effects on the economies and securities markets of certain Latin American
countries. The emergence of the Latin American economies and securities markets
will require continued economic and fiscal discipline which has been lacking at
times in the past, as well as stable political and social conditions. There is
no assurance that economic initiatives will be successful. Recovery may also be
influenced by international economic conditions, particularly those in the
United States, and by world prices for oil and other commodities.

MIDDLE EAST/AFRICA. The securities markets of Middle Eastern and African
countries are significantly smaller than the U.S. securities markets and have
substantially less trading volume. There may be a high concentration of market
capitalization and trading volume in a small number of issuers representing a
limited number of industries, as well as high concentrations of investors and
financial intermediaries. Many of the Middle Eastern and African countries may
be subject to a greater degree of economic, political and social instability
than is the case in the United States and Western Europe. Such instability may
result from, among other things; (i) authoritarian governments or military
involvement in political and economic decision-making, including changes in
government through extra-constitutional means; (ii) popular unrest associated
with demands for improved political, economic and social conditions; (iii)
internal insurgencies and terrorist activities; (iv) hostile relations with
neighboring counties; and (v) ethnic, religious and racial disaffection. Such
economic, political and social instability could severely disrupt the principal
financial markets in which the Fund invests and could severely affect the value
of the Fund's assets. In addition, governments of many Middle Eastern and
African countries have exercised and continue to exercise substantial influence
over many aspects of the private sector. In certain cases, the government owns
or controls many companies, including the largest in the country. Accordingly,
governmental actions in the future could have a significant effect on economic
conditions in Middle Eastern and African countries, which could affect private
sector companies and the Fund, as well as the value of securities in the Fund's
portfolio. The legal systems in certain Middle Eastern and African countries
also may have an adverse impact on the Fund. For example, while the potential
liability for a shareholder in a U.S. corporation with respect to acts of the
corporation generally is limited to the amount of the shareholder's investment,
the notion of limited liability is less clear in certain Middle Eastern and
African countries. Similarly, the rights of investors in Middle Eastern and
African issuers may be more limited than those of shareholders of U.S.
corporations. It may be difficult or impossible to obtain and/or enforce a
judgement in a Middle Eastern or African country.

CURRENCY RISKS; HEDGING TRANSACTIONS. The Funds may invest without
limitation in securities quoted or denominated in currencies other than the U.S.
dollar and may hold such currencies. As a result, fluctuations in currency
exchange rates and currency devaluations, if any, will affect the U.S. dollar
value of the Funds' portfolio securities as well as the net asset value of the
Funds' shares. The Funds may use various investment products to reduce certain
risks to the Funds of exposure to local currency movements. These products
include currency forward contracts, futures contracts and options thereon, and
options and "spot" transactions directly in foreign currencies. A Fund may, but
is not obligated to, attempt to hedge up to 75% of its foreign currency exposure
using such techniques. The Funds' ability to use these products and the other
strategies discussed below, may be limited by market conditions, regulatory
limits and tax considerations and there can be no assurance that any of these
products or strategies would succeed in reducing the risk to the Fund of
exposure to local currency movements. In addition, in certain cases these
products and strategies may be unavailable or the Funds may choose not to use
them when, in retrospect, these products and strategies would have been helpful
to the Funds. Movements in the prices or values of these investment products may
not correlate precisely with changes in the value of the related currency. New
financial products and risk management techniques continue to be developed and
the Funds may use these new investments and techniques to the extent consistent
with their investment objective and policies. Hedging against a decline in the
value of a currency does not eliminate fluctuations in the prices of portfolio
securities or prevent losses if the prices of such securities decline. Such
transactions also preclude the opportunity for gain if the value of the hedged
currency should rise. Moreover, it may not be possible for a Fund to hedge
against a devaluation that is so generally anticipated that the Fund is not able
to contract to sell the currency at a price above the devaluation level it
anticipates.

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FORWARD CONTRACTS: A forward contract is an obligation to purchase
or sell a specific currency for an agreed price at a future date which is
individually negotiated and privately traded by currency traders and their
customers.

CURRENCY FUTURES CONTRACTS: The Funds may enter into financial
futures contracts for the purchase or sale for future delivery of foreign
currencies. A sale of a futures contract entails entering into a
contractual obligation to deliver the foreign currency called for by the
contract at a specified price on a specified date. A purchase of a futures
contract entails entering into a contractual obligation to acquire the
foreign currency called for by the contract at a specified price on a
specified date.

Currency futures contracts are traded only on commodity exchanges --
known as "contract markets" -- approved for such trading by the Commodity
Futures Trading Commission ("CFTC"), and must be executed through a
futures commission merchant, or brokerage firm, which is a member of the
relevant contract market.

Although futures contracts by their terms often call for actual
delivery or acceptance, in most cases the contracts are closed out before
the settlement date without the making or taking of delivery. Closing out
a futures contract sale is effected by purchasing a futures contract for
the same aggregate amount of the specific type of financial instrument or
commodity and the same delivery date. If the price of the initial sale of
the futures contract exceeds the price of the offsetting purchase, the
seller is paid the difference and realizes a gain. Conversely, if the
price of the offsetting purchase exceeds the price of the initial sale,
the seller realizes a loss. Similarly, the closing out of a futures
contract purchase is effected by the purchaser entering into a futures
contract sale. If the offsetting sale price exceeds the purchase price,
the purchaser realizes a gain, and if the purchase price exceeds the
offsetting sale price, he realizes a loss.

The purchase or sale of a currency futures contract differs from the
purchase or sale of a security, in that no price or premium is paid or
received. Instead, an amount of cash or U.S. Treasury bills generally not
exceeding 5% of the contract amount must be deposited with the broker.
This amount is known as initial margin. Subsequent payments to and from
the broker, known as variation margin, are made on a daily basis as the
price of the underlying futures contract fluctuates making the long and
short positions in the futures contract more or less valuable, a process
known as "marking to the market." At any time prior to the settlement date
of the futures contract, the position may be closed out by taking an
opposite position which will operate to terminate the position in the
futures contract. A final determination of variation margin is then made,
additional cash is required to be paid to or released by the broker, and
the purchaser realizes a loss or gain. In addition, a commission is paid
on each completed purchase and sale transaction.

OPTIONS ON CURRENCY FUTURES. Unlike a currency futures contract,
which requires the parties to buy and sell currency on a set date, an
option on a currency futures contract entitles its holder to decide on or
before a future date whether to enter into such a contract. If the holder
decides not to enter into the contract, the premium paid for the option is
lost. Since the value of the option is fixed at the point of sale, there
are no daily payments of cash by the holder of the option in the nature of
"variation" or "maintenance" margin payments to reflect the change in the
value of the underlying contract as there are by a purchaser or seller of
a currency futures contract.

The ability to establish and close out positions on options on
futures will be subject to the development and maintenance of a liquid
secondary market. It is not certain that this market will develop or be
maintained.

A Fund will write (sell) only covered put and call options on
currency futures. This means that the Fund will provide for its
obligations upon exercise of the option by segregating sufficient cash or
short-term obligations or by holding an offsetting position in the option
or underlying currency future, or a combination of the foregoing. Set
forth below is a description of methods of providing cover that the Funds
currently expect to employ, subject to applicable exchange and regulatory
requirements. If other methods of providing appropriate cover are
developed, the Fund reserves the right to employ them to the extent
consistent with applicable regulatory and exchange requirements.

A Fund will, so long as it is obligated as the writer of a call
option on currency futures, own on a contract-for-contract basis an equal
long position in currency futures with the same delivery date or a call
option on currency futures with the difference, if any, between the market
value of the call written and the market value of the call or long
currency futures purchased maintained by the Fund in cash, Treasury bills,
or other high-grade short-term obligations in a segregated account with
its Custodian. If at the close of business on any day the market value of
the call purchased by a Fund falls below 100% of the market value of the
call written by the Fund, the Fund will so segregate an amount of cash,
Treasury bills or other high grade short-term obligations equal in value
to the difference.

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In the case of put options on currency futures written by the Fund,
the Fund will hold the aggregate exercise price in cash, Treasury bills,
or other high grade short-term obligations in a segregated account with
its Custodian, or own put options on currency futures or short currency
futures, with the difference, if any, between the market value of the put
written and the market value of the puts purchased or the currency futures
sold maintained by the Fund in cash, Treasury bills or other high grade
short-term obligations in a segregated account with its Custodian. If at
the close of business on any day the market value of the put options
purchased or the currency futures sold by the Fund falls below 100% of the
market value of the put options written by the Fund, the Fund will so
segregate an amount of cash, Treasury bills or other high grade short-term
obligations equal in value to the difference.

OPTIONS ON FOREIGN CURRENCIES: The Funds may purchase and write put
options on foreign currencies traded on securities exchanges or boards of
trade (foreign and domestic) or over-the-counter. As in the case of other
kinds of options, the writing of an option on a foreign currency
constitutes only a partial hedge, up to the amount of the premium
received, and the Funds could be required to purchase or sell foreign
currencies at disadvantageous exchange rates, thereby incurring losses.
The purchase of an option on a foreign currency may constitute an
effective hedge against fluctuations in exchange rates although, in the
event of rate movements adverse to expected movements, it may forfeit the
entire amount of the premium plus related transaction costs. There is no
specific percentage limitation on the Funds' investments in options on
foreign currencies.

LIMITATIONS ON THE USE OF CURRENCY FUTURES PORTFOLIO STRATEGIES. The
Funds' ability to engage in currency futures strategies described above
will depend on the availability of liquid markets in such instruments.
Markets in futures with respect to currencies are relatively new and still
developing. It is impossible to predict the amount of trading interest
that may exist in various types of currency futures. Therefore no
assurance can be given that the Funds will be able to utilize these
instruments effectively for the purposes set forth above. Furthermore, the
Funds' ability to engage in such transactions may be limited by tax
considerations.

RISK FACTORS IN CURRENCY FORWARD AND FUTURES TRANSACTIONS. The
Funds' investment in currency forward and futures contracts involves risk.
Some of that risk may be caused by an imperfect correlation between
movements in the price of the forward or futures contract and the price of
the related currency. The risk of imperfect correlation generally tends to
diminish as the maturity date of the forward or futures contract
approaches.

Also, when a Fund purchases currency forward or futures contracts
(or options thereon) to hedge against a possible increase in the price of
currency in which is denominated the securities the Fund anticipates
purchasing, it is possible that the market may instead decline. If the
Fund does not then invest in such securities because of concern as to
possible further market decline or for other reasons, the Fund may realize
a loss on the forward or futures contract that is not offset by a
reduction in the price of the securities purchased.

The amount of risk a Fund assumes when it purchases an option on a
currency futures contract is the premium paid for the option plus related
transaction costs. In addition to the correlation risks discussed above,
the purchase of an option also entails the risk that changes in the value
of the underlying futures contract will not be fully reflected in the
value of the option purchased. By writing a call option, the Fund limits
its opportunity to profit from any increase in the market value of the
underlying contract above the exercise price of the option. By writing a
put option, the Fund assumes the risk that it may be required to purchase
the underlying contract for an exercise price higher than its then current
market value, resulting in a potential loss unless the contract
subsequently appreciates in value.

The liquidity of a secondary market in a futures contract or related
option may be adversely affected by "daily price fluctuation limits"
established by commodity exchanges which limit the amount of fluctuation
in a futures contract price during a single trading day. Once the daily
limit has been reached in the contract, no trades may be entered into at a
price beyond the limit, thus preventing the liquidation of open futures
positions. Prices have in the past exceeded the daily limit on a number of
consecutive trading days.

INDEX FUTURES. To the extent opportunities are available, each Fund may
purchase futures contracts or options on futures contracts on various stock
indices ("Index Futures") for investment purposes. An Index Future is a contract
to buy an integral number of units of a stock index at a specified future date
at a price agreed upon when the contract is made. A unit is the value from time
to time of the relevant Index.

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The Funds may invest in Index Futures while the Manager seeks favorable
terms from brokers to effect transactions in common stocks selected for
purchase. Each Fund may also invest in Index Futures when the Manager believes
that there are not enough attractive common stocks available to maintain the
standards of diversity and liquidity set for a Fund pending investment in such
stocks if and when they do become available. Through this use of Index Futures,
a Fund may maintain a portfolio with diversified risk without incurring the
substantial brokerage costs which may be associated with investment in multiple
issuers. This use may also permit a Fund to avoid potential market and liquidity
problems (e.g., driving up the price by purchasing additional shares of a
portfolio security or owning so much of a particular issuer's stock that the
sale of such stock depresses that stock's price) which may result from increases
in positions already held by a Fund.

As contrasted with purchases of a common stock, no price is paid or
received by a Fund upon the purchase of a futures contract. Upon entering into a
contract, a Fund will be required to deposit with its custodian in a segregated
account in the name of the futures broker a specified amount of cash or
securities. This is known by participants in the market as "initial margin." The
type of instruments that may be deposited as initial margin, and the required
amount of initial margin, will be determined by the futures exchange on which
Index Futures are traded before trading of Index Futures commences. The nature
of initial margin in futures transactions is different from that of margin in
securities transactions in that futures contract margin does not involve the
borrowing of funds by the customer to finance the transactions. Rather, the
initial margin is in the nature of a performance bond or good faith deposit on
the contract which is returned to the Fund upon termination of the futures
contract, assuming all contractual obligations have been satisfied. Subsequent
payments, called "variation margin," to and from the broker, will be made on a
daily basis as the price of the particular Index fluctuates, making the position
in the futures contract more or less valuable, a process known as "marking to
the market."

A Fund may close out a futures contract purchase by entering into a
futures contract sale. This will operate to terminate the Fund's position in the
futures contract. Final determinations of variation margin are then made,
additional cash is required to be paid by or released to the Fund, and the Fund
realizes a loss or a gain.

A Fund's investment in Index Futures involves risk. The Fund's ability to
use Index Futures may be limited by market conditions, or the Funds may choose
not to use Index Futures when, in retrospect, such Index Futures would have been
beneficial to the Funds. Positions in Index Futures may be closed out by a Fund
only on the futures exchanges on which Index Futures are then traded. There can
be no assurance that a liquid market will exist for any particular contract at
any particular time. The liquidity of the market in futures contracts could be
adversely affected by "daily price fluctuation limits" established by the
relevant futures exchange which limit the amount of fluctuation in the price of
an Index Futures contract during a single trading day. Once the daily limit has
been reached in the contract, no trades may be entered into in the price beyond
the limit. In such events, it may not be possible for a Fund to close its
futures contract purchase, and, in the event of adverse price movements, the
Fund would continue to be required to make daily cash payments of variation
margin. When a Fund has purchased a futures contract, its risk is, however,
limited to the amount of the contract. The futures market may attract more
speculators than does the securities market, because deposit requirements in the
futures market are less onerous than margin requirements in the securities
market. Increased participation by speculators in the futures market may also
cause price distortions. In addition, investment in Index Futures involves the
risk of an imperfect correlation between movement in the relevant Index and the
price of Index Futures. This lack of correlation may result from investors
closing out futures contracts in order to avoid additional margin deposit
requirements or from the fact that trading hours for Index Futures may not
correspond perfectly to hours of trading on the relevant foreign exchanges.
Before a United States entity may purchase or sell futures contracts traded on
foreign exchanges, the CFTC must approve the contract for purchase and sale by
U.S. persons. Those contracts may involve greater risks, including less
liquidity and less governmental supervision.

DEPOSITARY RECEIPTS. Each Fund may invest in American Depositary Receipts
(ADRs), Global Depositary Receipts (GDRs) and European Depositary Receipts
(EDRs) (collectively, "Depositary Receipts") if issues of such Depositary
Receipts are available that are consistent with a Fund's investment objective.
Depositary Receipts generally evidence an ownership interest in a corresponding
security on deposit with a financial institution. Transactions in Depositary
Receipts usually do not settle in the same currency as the underlying securities
are denominated or traded. Generally, ADRs, in registered form, are designed for
use in the U.S. securities markets and EDRs, in bearer form, are designed for
use in European securities markets. GDRs may be traded in any public or private
securities markets and may represent securities held by institutions located
anywhere in the world.

LOWER RATED SECURITIES. Each Fund may invest some or all of its assets in
securities rated below investment grade (that is, rated below BBB by Standard &
Poor's or below Baa by Moody's) at the time of purchase, including securities in
the lowest rating categories, and comparable unrated securities ("Lower Rated
Securities"). Lower Rated Securities generally

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provide higher yields, but are subject to greater credit and market risk, than
higher quality fixed income securities. Lower Rated Securities are considered
predominantly speculative with respect to the ability of the issuer to meet
principal and interest payments. The market for Lower Rated Securities may be
more severely affected than some other financial markets by economic recession
or substantial interest rate increases, by changing public perceptions of this
market or by legislation that limits the ability of certain categories of
financial institutions to invest in these securities. In addition, the secondary
market may be less liquid for Lower Rated Securities. This reduced liquidity at
certain times may affect the values of these securities and may make the
valuation and sale of these securities more difficult.

INVESTMENT COMPANIES. Each of the Funds may invest up to 10% of its total
assets through investment companies or other collective investment vehicles
designed to permit investments in a portfolio of securities listed in a
particular developing country or region, particularly in the case of countries
in which such an investment vehicle is the exclusive or main vehicle for foreign
portfolio investment. The Trust takes the position that this limitation and the
other applicable provisions of the Investment Company Act of 1940, do not apply
to foreign investment companies not required to register under the 1940 Act due
to their private placement and the limited number and/or sophistication of their
shareholders. As a shareholder of these kinds of investment vehicles, a Fund may
indirectly bear fees which are in addition to the fees the Fund pays its own
service providers. To the extent a Fund invests in an affiliated fund, these
assets are excluded for purposes of calculating the fee payable to the Manager.

Section 17(a) of the Investment Company Act of 1940 (the "1940 Act")
prohibits most purchase and sale transactions between a registered investment
company and its affiliates (and their affiliates), including transactions
between separate series of a single investment company. Thus, the sale or
purchase of securities or other property to or from any series of the Trust by
an affiliate of such series (or an affiliate of such an affiliate) is
prohibited. This would include any other series of the Trust, and any other
investment company or account managed by Martin Currie, Inc. or an affiliate.
Rule 17a-7 under the 1940 Act provides an exemption for sales and purchases
among investment companies and other persons (or accounts) which are affiliated
solely by reason of having a common investment adviser (or affiliated investment
advisers), common board members and/or common officers, provided that certain
conditions (designed to ensure that the transaction is fair to the investment
company) are met. Rule 17a-7 requires that the trustees of an investment company
adopt procedures designed to ensure that any transactions subject to the rule
comply with the rule's conditions and that trustees review all transactions
effected pursuant to such procedures on a quarterly basis. The trustees of the
Trust approved such procedures governing transactions permitted by Rule 17a-7 on
June 6, 1994.

TEMPORARY DEFENSIVE STRATEGIES. For temporary defensive purposes, each
Fund may vary from its investment strategies during periods in which conditions
in certain countries or securities markets or other economic or political
conditions warrant. Each Fund may reduce its position in securities relating to
its investment objective and may invest without limit in short-term debt
securities (for this purpose, securities with a remaining maturity of one year
or less) issued or guaranteed by the U.S. Government, its agencies or
instrumentalities ("U.S. Government Securities") and U.S. dollar-denominated
money market instruments or foreign currency-denominated short-term debt
securities issued or guaranteed by a foreign government or any of its political
subdivisions, authorities, agencies or instrumentalities, which in each case are
rated BB or higher by Standard & Poor's Corporation ("S&P") or Baa or higher by
Moody's Investors Service, Inc. ("Moody's") or, if not so rated, deemed to be of
equivalent quality by the Manager. Each Fund may also at any time temporarily
invest funds awaiting reinvestment or held as reserves for dividends and other
distributions to shareholders in any of the foregoing types of securities as
well as in repurchase agreements as described below under the sub-caption
"-Repurchase Agreements." Also for defensive purposes, each Fund may invest its
assets in securities (including equity securities) principally traded in the
United States; PROVIDED; HOWEVER, that the Opportunistic EAFE Fund's weighting
of investments in U.S. equity securities will not exceed the U.S. weighting in
the MSCI EAFE Index by more than 20%. Although the Funds have the flexibility to
use these temporary defensive strategies, the Manager may choose not to for a
variety of reasons, even in very volatile market conditions. Use of these
strategies may prevent a Fund from achieving its investment objective.

REPURCHASE AGREEMENTS. As a means of earning income for periods as short
as overnight, each Fund may enter into repurchase agreements with selected banks
and broker/dealers. Under a repurchase agreement, a Fund acquires securities
subject to the seller's agreement to repurchase at a specified time and price.
If the seller under a repurchase agreement becomes insolvent, a Fund's right to
dispose of the securities may be restricted. In the event of the commencement of
bankruptcy or insolvency proceedings with respect to the seller of the security
under a repurchase agreement, a Fund may encounter delay and incur costs before
being able to sell the security. Also, if a seller defaults, the value of such
securities may decline before a Fund is able to dispose of them.

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ILLIQUID SECURITIES. Each Fund may invest up to 15% of its net assets in
"illiquid securities," that is, securities which the Fund may not readily
dispose of within 7 days at a price approximately the value used by the Fund for
purposes of calculating its net asset value. These securities include those
whose disposition is restricted by securities laws. Investment in illiquid
securities involves the risk that, because of the lack of consistent market
demand for such securities, a Fund may be forced to sell them at a discount.

PORTFOLIO TURNOVER. Portfolio turnover, which measures the extent to which
a Fund engages in active and frequent trading of its portfolio securities, is
not a limiting factor with respect to investment decisions for the Funds. The
portfolio turnover rates for the Funds' last three fiscal years are set forth
below:

Portfolio Turnover Rates for

<TABLE>
<CAPTION>
Years Ended April 30,

Fund 1999 1998 1997
---- ---- ---- ----
<S> <C> <C> <C>
The Opportunistic EAFE Fund 82% 63% 49%
The Global Emerging Markets Fund 140% 89% 0%
The Japan Small Companies Fund 27% 26% 26%
The Asia Pacific Fund 158% 162% 118%
The EMEA Fund 117% 81% N/A
</TABLE>

In any particular year market conditions may well result in greater
rates than are presently anticipated. The rate of a Fund's turnover may vary
significantly from time to time depending on the volatility of economic and
market conditions. High portfolio turnover involves correspondingly greater
brokerage commissions and other transaction costs, which will be borne directly
by the relevant Fund. To the extent portfolio turnover results in the
realization of short-term capital gains, such gains will generally be taxed to
shareholders at ordinary income tax rates.

PURCHASE OF SHARES

You may make an initial purchase of shares of any Fund by submitting a
completed subscription agreement (attached as Exhibit A) and payment to the
Trust in accordance with the instructions set forth in the subscription
agreement.

While purchases are permitted on any business day, the Trust encourages
investors to make purchases on the first day of a month as this will allow the
Trust to avoid the expense of determining a Fund's net asset value other than
once a month. See "Determination of Net Asset Value." In order for a purchase
order to be effective as of a particular day, the Fund must have accepted the
order and have received immediately available funds by 5:00 p.m. (New York time)
on such day.

The minimum initial investment in each Fund must be worth at least
$1,000,000; subsequent investments must be worth at least $100,000. The Trust
reserves the right to waive these minimums in its sole discretion.

Shares of each Fund may be purchased by (i) giving cash, (ii)
exchanging securities on deposit with a custodian acceptable to the Manager or
(iii) a combination of such securities and cash. Purchase of shares of the Funds
in exchange for securities is subject in each case to the determination by the
Manager that the securities to be exchanged are acceptable for purchase by the
Fund. In all cases the Manager reserves the right to reject any particular
investment. In particular, and without limiting the generality of the foregoing,
the Manager may reject an investment if, in the opinion of the Manager, the size
of the investment and/or the transaction costs associated with the investment
are such that there would be a material discrepancy between the purchase premium
and the Fund's transaction expenses. Securities accepted by the Manager in
exchange for Fund shares will be valued in the same manner as the Fund's assets
as described below as of the time of the

-17-
<PAGE>

Fund's next determination of net asset value after such acceptance. All
dividends and subscription or other rights which are reflected in the market
price of accepted securities at the time of valuation become the property of the
Funds and must be delivered to the Funds upon receipt by the investor from the
issuer. A gain or loss for federal income tax purposes is realized upon the
exchange by an investor that is subject to federal income taxation, depending
upon the investor's basis in the securities tendered. A shareholder who wishes
to purchase shares by exchanging securities should obtain instructions by
calling the Trust (Attention: Timothy Hall) at 011-44-131-229-5252 before 12:00
noon (New York time) on business days.

The purchase price of shares of a Fund (other than the Opportunistic
EAFE Fund)is the net asset value next determined after a purchase order is
received. The purchase price of shares of the Opportunistic EAFE Fund is (i) the
net asset value next determined after a purchase order is received plus (ii)in
the case of cash investments, a purchase premium equal to .75% of the amount
invested PROVIDED, HOWEVER, that the Manager will waive such premium on behalf
of the Trust if, in the view of the Manager, there are minimal brokerage and
transaction costs incurred in connection with the purchase. To the extent that
shares of the Opportunistic EAFE Fund are purchased at a time when other shares
of the Opportunistic EAFE Fund are being redeemed, the Manager will treat the
purchase (up to the amount being concurrently redeemed) as involving minimal
brokerage and transaction costs and will charge any purchase premium only with
respect to the excess, if any, of the amount of the purchase over the amount of
the concurrent redemption. If there is more than one purchase at the time of a
concurrent redemption, each of the purchasers will share, pro rata, in the
reduction in purchase premium caused by the concurrent redemption. There is no
purchase premium on purchases in-kind or on purchases effected through the
reinvestment of dividends. All purchase premiums are paid to and retained by the
Opportunistic EAFE Fund and are intended to cover brokerage and other expenses
of the Opportunistic EAFE Fund arising in connection with a cash purchase.

The Manager will not approve the acceptance of securities in exchange
for Fund shares unless (1) the Manager, in its sole discretion, believes the
securities are appropriate investments for the Fund; (2) the investor represents
and agrees that all securities offered to a Fund are not subject to any
restrictions upon their sale by the Fund under the Securities Act of 1933, or
otherwise; and (3) the securities may be acquired under the Fund's investment
policies and restrictions. No investor owning 5% or more of a Fund's shares may
purchase additional Fund shares by exchange of securities.

Upon acceptance of your order, the Trust opens an account for you,
applies the payment to the purchase of full and fractional Fund shares of
beneficial interest and mails a statement of the account confirming the
transaction. After an account has been established, you may send subsequent
investments at any time upon notification to the Trust and confirmation by the
Trust (Attention: Timothy Hall at tel. 011-44-131-229-5252, fax
011-44-131-479-4747.

Purchases of shares in any Fund are limited to persons who are
"accredited investors" as defined in Regulation D under the Securities Act of
1933, as amended, and who have completed and signed a subscription agreement in
the form attached hereto as Exhibit A. Each Fund reserves the right to reject
any purchase order for any reason which the Fund in its sole discretion deems
appropriate. Purchasers must be acquiring shares for their own account and for
investment purposes only. Each Fund reserves the right to suspend or change the
terms of the offering of its shares.

REDEMPTION OF SHARES

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE TRANSFERRED OR RESOLD UNLESS SO REGISTERED OR EXEMPT THEREFROM. However,
the securities are redeemable.

You can redeem your shares by sending a written request by mail or by
telecopy to the Trust (c/o Martin Currie, Inc., Saltire Court, 20 Castle
Terrace, Edinburgh, Scotland EH1 2ES; Attention: Timothy Hall; Telecopy #
011-44-131-479-4747 AND to the Transfer Agent (State Street Bank and Trust
Company, Transfer Agent Operations, P.O. Box 1978, Boston, MA 02105; Telecopy #
617-985-9626). The request must include the name of the Fund, your account
number, the exact name(s) in which your shares are registered, and the number of
shares or the dollar amount to be redeemed. All owners of the shares must sign
the request in the exact names in which the shares are registered and should
indicate any special capacity in which they are signing (such as officers,
trustees or custodian or on behalf of a partnership, corporation or other
entity).

Shares of a Fund may be redeemed on any business day. However, the
Trust encourages investors to make redemptions on the first day of a month as
this will allow the Trust to avoid the expense of determining a Fund's net asset
value other than once a month. See "Determination of Net Asset Value."

-18-
<PAGE>

The redemption price of shares of a Fund (other than the Opportunistic
EAFE Fund) is the net asset value per share next determined after the redemption
request and any necessary special documentation are received by the Trust in
proper form. The redemption price of shares of the Opportunistic EAFE Fund is
(i) the net asset value per share next determined after the redemption request
and any necessary special documentation are received by the Trust in proper
form, less (ii), in the case of cash redemptions, a redemption fee equal to .75%
of the amount redeemed. To the extent that shares of the Opportunistic EAFE Fund
are redeemed at a time when other shares are being purchased, the Manager will
treat the redemption (up to the amount being concurrently purchased) as
involving minimal brokerage and transaction costs and will charge a redemption
fee only with respect to the excess, if any, of the amount of the redemption
over the amount of the concurrent purchase. If there is more than one redemption
at the time of a concurrent purchase, each of the redeeming shareholders will
share, pro rata, in the reduction in redemption fee caused by the concurrent
purchase. Redemption fees will be paid to and retained by the Opportunistic EAFE
Fund and are intended to cover brokerage and other expenses of the Opportunistic
EAFE Fund in connection with cash redemptions.

Shares of a Fund may be redeemed by the payment of the redemption price
in whole or in part by a distribution in kind of securities held by the Fund in
lieu of cash if the Manager determines, in its sole discretion, that it would be
detrimental to the best interests of the remaining shareholders of the Fund to
make payment wholly or partly in cash. Securities used to redeem Fund shares in
kind will be valued in accordance with the Funds' procedures for valuation
described under "Determination of Net Asset Value." Securities distributed by a
Fund in kind will be selected by the Manager in light of the Fund's objective
and will not generally represent a pro rata distribution of each security held
in the Fund's portfolio. Investors may incur brokerage charges on the sale of
any such securities so received in payment of redemptions.

Payment on redemption will be made as promptly as possible and normally
within seven days after the request for redemption is received by the Trust in
good order. If an investor purchased shares by check and the check was deposited
less than fifteen days prior to the redemption request, a Fund may withhold
redemption proceeds until that check has cleared. A redemption request is in
good order if it includes the exact name in which shares are registered and the
number of shares or the dollar amount of shares to be redeemed and if it is
signed exactly in accordance with the form of registration. Persons acting in a
fiduciary capacity, or on behalf of a corporation, partnership or trust, must
specify, in full, the capacity in which they are acting. Cash payments will be
made by transfer of Federal funds for payment into the investor's account.

When opening an account with the Trust, shareholders will be required
to designate the account(s) to which funds may be transferred upon redemption.
Designation of additional accounts and any change in the accounts originally
designated must be made in writing with the signature guaranteed by any of the
following entities: U.S. banks, foreign banks having a U.S. correspondent bank,
credit unions, savings associations, U.S. registered dealers and brokers,
municipal securities dealers and brokers, government securities dealers and
brokers, national securities exchanges, registered securities associations and
clearing agencies.

The Trust may suspend the right of redemption and may postpone payment
for any Fund for more than seven days during an emergency which makes it
impracticable for a Fund to dispose of its securities or to fairly determine the
value of the net assets of the Fund, or during any other period permitted by the
Securities and Exchange Commission for the protection of investors.

DISTRIBUTION AND SERVICING PLANS

The Trust has adopted a distribution and servicing plan pursuant to
Rule 12b-1 under the Investment Company Act of 1940 for each Fund (the "Plans").
The Plans authorize the Manager to spend an amount of the advisory fees it
collects from each Fund up to 0.25% per annum of the average monthly net assets
of the Fund for activities or services primarily intended to result in the sale
of shares of the relevant Fund or for the provision of personal services to
shareholders of such Fund.

DETERMINATION OF NET ASSET VALUE

The net asset value of a share of each Fund will be determined as of
the close of the business day in New York on any day on which an order for
purchase or redemption of a Fund's shares is received. While the Trust will
accept purchase or redemption orders on any day, shareholders are encouraged to
submit purchase and redemption orders on the last day of a month so as to permit
the Trust to avoid the expense of determining the net asset value of a Fund
especially for the purpose of accommodating the purchase or redemption. The net
asset value per share for a Fund is determined by dividing the total market
value of the Fund's portfolio investments and other assets, less any
liabilities, by the total outstanding shares of that

-19-
<PAGE>

Fund. Portfolio securities listed on a securities exchange for which market
quotations are available are valued at the last quoted sale price on each
business day, or, if there is no such reported sale, at the mean of the most
recent quoted bid and ask prices unless the trustees, or persons acting on their
behalf, determine that such value is not the fair value of such a security.
Price information on listed securities is generally taken from the closing price
on the exchange where the security is primarily traded. Unlisted securities for
which market quotations are readily available are valued at the mean of the most
recent quoted bid and ask prices, except that debt obligations with sixty days
or less remaining until maturity may be valued at their amortized cost. Other
assets and securities for which no quotations are readily available (or for
which quotations are not believed by the trustees to be reliable) are valued at
fair value as determined in good faith by the trustees of the Trust, or by
persons acting pursuant to procedures established by the trustees. Because
certain Funds will, under normal conditions, hold securities that are primarily
listed on foreign exchanges that trade on weekends or other days when the Funds
do not price their shares, the net asset value of those Funds' shares may change
on days when shareholders will not be able to purchase or redeem shares.

DISTRIBUTIONS

The Funds intend to pay out as dividends substantially all of their net
"investment company taxable income", if any (which comes from dividends and any
interest they receive from investments and net realized short-term capital
gains). For these purposes and for federal income tax purposes, a portion of the
premiums from certain expired call or put options on currency futures written by
a Fund, net gains from certain closing purchase and sale transactions with
respect to such options and a portion of net gains from other options and
futures transactions may be treated as short-term capital gain. The Funds also
intend to distribute substantially all of their net realized capital gains, if
any, after giving effect to any net short-term capital losses, including any
available capital loss carryover. Each Fund's policy is to declare and pay
distributions of its net investment company taxable income annually, although
any Fund may do so more frequently as determined by the trustees of the Trust.
Each Fund's policy is to distribute net realized short-term capital gains and
net realized long-term gains annually although any Fund may do so more
frequently as determined by the trustees of the Trust to the extent permitted by
applicable regulations. For tax purposes, distributions to shareholders will be
deemed to be increased by each shareholder's allocable share of a portion of the
Fund's expenses, including the Fund's advisory expenses.

All dividends and/or distributions will be paid in shares of the
relevant Fund at net asset value unless the shareholder elects in the
subscription agreement to receive cash. There is no purchase premium on
reinvested dividends or distributions, even in the case of the Opportunistic
EAFE Fund, which generally charges a purchase premium on cash investments.
Shareholders may make this election by marking the appropriate box on the
subscription agreement.

TAXES

Each Fund intends to qualify each year as a regulated investment
company under Subchapter M of the Internal Revenue Code of 1986, as amended. So
long as a Fund qualifies for treatment as a regulated investment company, the
Fund itself will not pay federal income tax on its dividend, interest and
certain other income, its net realized short-term gains and its net realized
long-term capital gains distributed to its shareholders. Dividend distributions
(i.e., distributions derived from interest, dividends and certain other income,
including in general short-term capital gains) will be taxable to shareholders
subject to income tax as ordinary income. Distributions of long-term gains will
be taxable to shareholders as such, regardless of how long a shareholder has
held the shares in the Fund. Distributions from the Fund will be taxed as
described above whether received in cash or in shares through reinvestment of
dividends. Dividends and distributions on a Fund's shares are generally subject
to federal income tax as described herein to the extent they do not exceed the
Fund's realized income and gains, even though such dividends and distributions
may economically represent a return of a particular shareholder's investment.
Such distributions are likely to occur in respect of shares purchased at a time
when a Fund's net asset value reflects gains that are either unrealized, or
realized but not distributed. Such realized gains may be required to be
distributed even when a Fund's net asset value also reflects unrealized losses.
A distribution paid to shareholders by a Fund in January of a year is generally
deemed to have been received by shareholders on December 31 of the preceding
year, if the distribution was declared and payable to shareholders of record on
a date in October, November or December of that preceding year. A Fund's
transactions in foreign currencies and hedging activities will likely produce a
difference between its book income and taxable income. This difference may cause
a portion of a Fund's income distributions to constitute a return of capital for
tax purposes or require a Fund to make distributions exceeding book income to
qualify as a regulated investment company. The sale or redemption of shares of
Fund, including a redemption in-kind, is a taxable event to the selling or
redeeming shareholder.

-20-
<PAGE>

The Trust will provide federal tax information annually, including
information about dividends and distributions paid during the preceding year.

Each Fund may make an election with the Internal Revenue Service for
each fiscal year which would allow shareholders who are U.S. citizens or U.S.
corporations to claim a foreign tax credit or deduction (but not both) on their
U.S. income tax return for foreign income taxes paid by the Fund. As a result,
income of a Fund from non-U.S. sources that is distributed to Fund shareholders
would be treated as income from non-U.S. sources to the shareholders. The amount
of foreign income taxes paid by a Fund would be treated as foreign taxes paid
directly by Fund shareholders and, in addition, this amount would be treated as
additional income to Fund shareholders from non-U.S. sources regardless of
whether the Fund shareholder would be eligible to claim a foreign tax credit or
deduction. Investors should consult their tax advisors for further information
relating to the foreign tax credit and deduction, which are subject to certain
restrictions and limitations (including, with respect to the foreign tax credit,
a holding period requirement applied at both the Fund and the shareholder
level).

The foregoing is a general summary of the federal income tax
consequences for shareholders who are U.S. citizens or corporations. Fund
shareholders who are not U.S. citizens or which are foreign corporations may
receive substantially different tax treatment of distributions by the Funds.
Shareholders should consult their own tax advisors about the tax consequences of
an investment in a Fund in light of each shareholder's particular tax situation.
Shareholders should also consult their own tax advisors about consequences under
foreign, state, local or other applicable tax laws.

MANAGEMENT OF THE TRUST

Each Fund is advised and managed by Martin Currie, Inc., Saltire Court,
20 Castle Terrace, Edinburgh Scotland (the "Manager"). The Manager is a
registered investment adviser which, together with its affiliates, advises other
mutual funds, ERISA Group Trusts and other private accounts.

The primary responsibility for the day-to-day management by the Manager
of the Funds' respective portfolios rests with committees organized for that
purpose.

Under the Management Contract with the Trust on behalf of each Fund,
the Manager selects and reviews each Fund's investments and provides executive
and other personnel for the management of the Trust. Pursuant to the Trust's
Agreement and Declaration of Trust, the Board of Trustees supervises the affairs
of the Trust as conducted by the Manager. In the event that the Manager ceases
to be the manager of the Funds, the right of the Trust to use the identifying
name "Martin Currie" with respect to any Fund may be withdrawn.

Under the Management Contract, each Fund pays the Manager a quarterly
management fee at the following annual rate of the respective Fund's average net
assets:

<TABLE>
<CAPTION>
Fund Management Fee
---- --------------
<S> <C>
The Opportunistic EAFE Fund 0.70
The Global Emerging Markets Fund 0.80
The Japan Small Companies Fund 1.00
The Asia Pacific Fund 1.50
The EMEA Fund 1.50
</TABLE>

The Manager has voluntarily undertaken to reduce its fee to certain of the Funds
until further notice to the extent necessary to limit each Fund's annual
expenses (including the management fee but excluding brokerage commissions,
transfer taxes, and extraordinary expenses) to the percentage shown under
"Summary of Expenses" above. The Manager's fee for management of each Fund may
be higher than that paid by most other mutual funds but is comparable to the
management fees of mutual funds with similar investment objectives.

The organizational expenses of the Funds as well as all other expenses
incurred in the operation of the Funds are borne by the relevant Fund, including
but not limited to brokerage commissions, transfer taxes and extraordinary
expenses in

-21-
<PAGE>

connection with its portfolio transactions, all applicable taxes, the
compensation of trustees who are not directors, officers or employees of the
Manager or its affiliates, interest charges, charges of custodians, auditing and
legal expenses.

DESCRIPTION OF THE TRUST AND OWNERSHIP OF SHARES

The Trust is an open-end series investment company, registered under
the 1940 Act, and organized as a Massachusetts business trust under the laws of
Massachusetts by an Agreement and Declaration of Trust ("Declaration of Trust")
dated May 20, 1994, as amended.

The Declaration of Trust permits the trustees to issue an unlimited
number of full and fractional shares of beneficial interest which are presently
divided into nine series, four of which are currently inactive. Each share of a
series represents an equal proportionate interest in that series with each other
share. The Declaration of Trust also permits the trustees, without shareholder
approval, to subdivide any series of shares into various sub-series (or
"classes") of shares with such dividend preferences and other rights as the
trustees may designate. The trustees may also, without shareholder approval,
establish one or more additional separate portfolios for investments in the
Trust or merge two or more existing portfolios. Shareholders' investments in
such a portfolio would be evidenced by a separate series of shares.

Subject to the restrictions described under "Redemption of Shares," the
Trust's shares are freely transferable. Shareholders are entitled to dividends
as declared by the trustees, and, in liquidation of the relevant Fund's
portfolio, are entitled to receive the net assets of the portfolio. Shareholders
are entitled to vote at any meetings of shareholders. The Trust does not
generally hold annual meetings of shareholders and will do so only when required
by law. Special meetings of shareholders may be called for purposes such as
electing or removing trustees, changing a fundamental investment policy or
approving an investment advisory agreement. In addition, a special meeting of
shareholders of the Fund will be held if, at any time, less than a majority of
the trustees then in office have been elected by shareholders of the Fund.

The Declaration of Trust provides for the perpetual existence of the
Trust. The Trust, may, however, be terminated at any time by vote of at least
two-thirds of the outstanding shares of the Trust. The Declaration of Trust
further provides that the trustees may also terminate the Trust or any Fund upon
written notice to the shareholders.

ADMINISTRATOR; CUSTODIAN; TRANSFER AND DIVIDEND PAYING AGENT

State Street Bank & Trust Company, 225 Franklin Street, Boston, MA
02110 serves as the Trust's administrator, custodian and transfer and dividend
paying agent. Each Fund pays the Administrator a fee at the rate of 0.08% of
such Fund's average net assets up to $125 million, 0.06% of the next $125
million, and 0.04% of those assets in excess of $250 million, subject to certain
minimum requirements, plus certain out of pocket costs. The amount paid to the
Administrator under this contract for each of the Fund's last three fiscal years
are set forth below:

<TABLE>
<CAPTION>
Years Ended April 30,

Fund 1999 1998 1997
---- ---- ---- ----
<S> <C> <C> <C>
The Opportunistic EAFE Fund $122,425 $103,773 $91,658
The Global Emerging Market Fund 73,785 54,976 8,372(1)
The Japan Small Companies Fund 55,000 59,817 63,807
The Asia Pacific Fund 82,673 58,649 101,600
The EMEA Fund 55,000 33,551 0(2)
</TABLE>

(1) Began operations February 14, 1997.

-22-
<PAGE>

(2) Began operations June 25, 1997.

State Street Bank and Trust Company also receives fees and compensation
of expenses for certain custodian and transfer agent services.

INDEPENDENT ACCOUNTANTS

PricewaterhouseCoopers LLP, 160 Federal Street, Boston, MA 02110 serves
as the Trust's independent accountants.

LEGAL COUNSEL

Ropes & Gray, One International Place, Boston, MA 02110, is the Trust's
legal counsel.

SHAREHOLDER INQUIRIES

Shareholders may direct inquiries to the Trust c/o Martin Currie, Inc.,
Saltire Court, 20 Castle Terrace, Edinburgh, Scotland, United Kingdom EH1 2ES
(Attention: Timothy Hall), tel. 011-44-131-229-5252, fax 011-44-131-479-4747.
During hours in which the offices in Scotland are closed, institutional
investors in the U.S. may contact Martin Currie Investor Services, Inc., an
affiliate of the Manager, 53 Forest Avenue, Old Greenwich, CT 06870, tel.
203-698-9031 (Attention: Steven Johnson).

-23-

<PAGE>

Part B. INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL
INFORMATION

Item 10. COVER PAGE AND TABLE OF CONTENTS

See the Cover Page and the Table of Contents of the Statement of
Additional Information attached as Appendix B to this Part B of the
Registration Statement (the "Statement of Additional Information").

Item 11. FUND HISTORY

See the section entitled "Description of the Trust" in the Statement
of Additional Information.

Item 12. DESCRIPTION OF THE FUND AND ITS INVESTMENTS AND RISKS

See the sections entitled "Description of the Trust" and "Investment
Objectives, Policies and Restrictions" in the Statement of Additional
Information.

Item 13. MANAGEMENT OF THE FUND

See the section entitled "Management of the Trust" in the Statement of
Additional Information.

Item 14. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

See the section entitled "Management of the Trust" in the Statement of
Additional Information.

Item 15. INVESTMENT ADVISORY AND OTHER SERVICES

See the section entitled "Investment Advisory and Other Services" and
"Distribution and Servicing Plans" in the Statement of Additional
Information.

Item 16. BROKERAGE ALLOCATION AND OTHER PRACTICES

-5-
<PAGE>

See the section entitled "Portfolio Transactions and Brokerage" in the
Statement of Additional Information.

Item 17. CAPITAL STOCK AND OTHER SECURITIES

See the Cover Page of the Private Placement Memorandum and the
sections entitled "Description of the Trust"; "Redemptions" and
"Income Dividends, Capital Gain Distributions and Tax Status" in the
Statement of Additional Information.

Item 18. PURCHASE, REDEMPTION AND PRICING OF SHARES

See the sections entitled "How to Buy Shares" "Redemptions" and "Net
Asset Value and Offering Price" in the Statement of Additional
Information.

Item 19. TAXATION OF THE FUND

See the section entitled "Income Dividends, Capital Gain Distributions
and Tax Status" in the Statement of Additional Information.

Item 20. UNDERWRITERS

Not applicable.

Item 21. CALCULATION OF PERFORMANCE DATA

Not applicable.

Item 22. FINANCIAL STATEMENTS

See the section entitled "Financial Statements" in the Statement of
Additional Information.

-6-
<PAGE>

Appendix B to Part B

MARTIN CURRIE BUSINESS TRUST

MCBT Opportunistic EAFE Fund
MCBT Global Emerging Markets Fund
MCBT Japan Small Companies Fund
MCBT Asia Pacific ex Japan Fund
MCBT EMEA Fund

STATEMENT OF ADDITIONAL INFORMATION

August 31, 1999

This Statement of Additional Information is not a prospectus. This
Statement of Additional Information relates to the Martin Currie Business Trust
Private Placement Memorandum dated August 31, 1999, and should be read in
conjunction therewith. Certain disclosure has been incorporated by reference to
portions of the Trust's Annual Reports to Shareholders. A free copy of the
Trust's Annual Reports to Shareholders or Private Placement Memorandum may be
obtained by writing or telephoning (by collect call) Martin Currie Business
Trust, c/o Martin Currie, Inc., Saltire Court, 20 Castle Terrace, Edinburgh,
Scotland EH1 2ES (Attention: Timothy Hall), tel. 011-44-131-229-5252, fax
011-44-131- 479-4747 or c/o Martin Currie Investor Services, Inc., 53 Forest
Avenue, Old Greenwich, Connecticut 06870 (Attention: Steven Johnson), tel.
203-698-9031.

<PAGE>

- --------------------------------------------------------------------------------

TABLE OF CONTENTS
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS............................ 1

MANAGEMENT OF THE TRUST..................................................... 4

INVESTMENT ADVISORY AND OTHER SERVICES...................................... 8

DISTRIBUTION AND SERVICING PLANS........................................... 10

PORTFOLIO TRANSACTIONS AND BROKERAGE....................................... 11

DESCRIPTION OF THE TRUST................................................... 13

HOW TO BUY SHARES.......................................................... 16

NET ASSET VALUE AND OFFERING PRICE......................................... 16

REDEMPTIONS................................................................ 16

INCOME DIVIDENDS, CAPITAL GAIN
DISTRIBUTIONS AND TAX STATUS.............................................. 17

FINANCIAL STATEMENTS....................................................... 19
</TABLE>

<PAGE>

- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS

- --------------------------------------------------------------------------------

The investment objective and policies of each series ("Fund") of Martin
Currie Business Trust (the "Trust"), are summarized in the Private Placement
Memorandum under "Investment Objectives, Principal Investment Strategies and
Related Risks" and "More Information About the Funds' Investment Strategies and
Risks." The investment objective and policies of each Fund set forth in the
Private Placement Memorandum and in this Statement of Additional Information may
be changed by the Trust's trustees, without shareholder approval except that any
policy explicitly identified as "fundamental" may not be changed without the
approval of the holders of a majority of the outstanding shares of the relevant
Fund (which means the lesser of (i) 67% of the shares of that Fund represented
at a meeting at which 50% of the outstanding shares are represented or (ii) more
than 50% of the outstanding shares).

In addition to its investment objective and policies set forth in the
Private Placement Memorandum, the following investment restrictions are policies
of each Fund (and those marked with an asterisk are fundamental policies of each
Fund):

Each Fund will not:

*(1) Act as underwriter of securities issued by other persons, except to
the extent that, in connection with the disposition of portfolio securities, it
may be deemed to be an underwriter under certain federal securities laws.

(2) Change its classification pursuant to Section 5(b) of the 1940 Act from
a "diversified" management investment company to a "non-diversified" one without
shareholder approval.

*(3) Borrow money in excess of 10% of its total assets (taken at cost) or
5% of its total assets (taken at current value), whichever is lower, nor borrow
any money except as a temporary measure for extraordinary or emergency purposes,
however, any sale coupled with an agreement to repurchase or any Fund's use of
reverse repurchase agreements and "dollar roll" arrangements shall not
constitute borrowing by such Fund for purposes of this restriction.

*(4) Purchase or sell real estate or interests in real estate, except that
the Fund may purchase and sell securities that are secured by real estate or
interests in real estate and may purchase securities issued by companies that
invest or deal in real estate.

-1-
<PAGE>

*(5) Invest in commodities, except that the Fund may invest in financial
futures contracts and options thereon, and options on currencies.

*(6) Make loans to others, except through the purchase of qualified debt
obligations, the entry into repurchase agreements and/or the making of loans of
portfolio securities consistent with the Fund's investment objectives and
policies.

*(7) Purchase any securities which would cause more than 25% of the value
of the Fund's total assets at the time of purchase to be invested in the
securities of issuers conducting their principal business activities in the same
industry; provided that there shall be no limit on the purchase of U.S.
government securities, including securities issued by any agency or
instrumentality of the U.S. government, and related repurchase agreements. The
SEC takes the position that government securities of a single foreign country
(including agencies and instrumentalities of such government, to the extent such
obligations are backed by the assets and revenues of such government) are a
separate industry for these purposes.

*(8) Pledge, hypothecate, mortgage or otherwise encumber the Fund's assets
except to secure borrowings and as margin or collateral for financial futures,
swaps, and other negotiable transactions in the over-the-counter market.

The Trust understands that the staff of the SEC deems certain transactions
that a Fund may enter into to involve the issuance of a senior security unless
certain cash, U.S. government securities, high grade debt instruments or other
liquid securities are deposited in a segregated account or are otherwise
covered. Such transactions include: short sales, reverse repurchase agreements,
forward contracts, futures contracts and options thereon, options on securities
and currencies, dollar rolls, and swaps, caps, floors and collars.

CONVERTIBLE SECURITIES

Convertible securities are fixed income securities that may be converted at
either a stated price or a stated rate into underlying shares of common stock.
Convertible securities have general characteristics similar to both fixed income
and equity securities. Although to a lesser extent than with fixed income
securities generally, the market value of convertible securities tends to
decline as interest rates increase and, conversely, tends to increase as
interest rates decline. In addition, because of the conversion feature, the
market value of convertible securities tends to vary with fluctuations in the
market value of the underlying common stocks and, therefore, also will react to
variations in the general market for equity securities.

Like fixed income securities, convertible securities are investments which
provide for a stable stream of income with generally higher yields than common
stocks. Of course, like all fixed income securities, there can be no assurance
of current income because the issuers

-2-
<PAGE>

of the convertible securities may default on their obligations. Convertible
securities, however, generally offer lower interest or dividend yields than
non-convertible securities of similar quality because of the potential for
capital appreciation. A convertible security, in addition to providing fixed
income, offers the potential for capital appreciation through the conversion
feature, which enables the holder to benefit from increases in the market price
of the underlying common stock. However, there can be no assurance of capital
appreciation because securities prices fluctuate.

Convertible securities generally are subordinated to other similar but
non-convertible securities of the same issuer, although convertible bonds enjoy
seniority in right of payment to all equity securities, and convertible
preferred stock is senior to common stock of the same issuer. Because of the
subordination feature, however, convertible securities typically have lower
ratings than similar non-convertible securities.

-3-
<PAGE>

YANKEE BONDS

The Funds may invest in U.S. dollar denominated bonds sold in the United
States by non-U.S. issuers ("Yankee bonds"). As compared with bonds issued in
the United States, such bond issues normally carry a higher interest rate but
are less actively traded.

REPURCHASE AGREEMENTS

Pursuant to guidelines adopted by the trustees of the Trust, each Fund may
enter into repurchase agreements, by which the Fund purchases a security and
obtains a simultaneous commitment from the seller (a bank or, to the extent
permitted by the Investment Company

-4-
<PAGE>

Act of 1940 (the "1940 Act"), a recognized securities dealer) to repurchase the
security at an agreed upon price and date (usually seven days or less from the
date of original purchase). The resale price is in excess of the purchase price
and reflects an agreed upon market rate unrelated to the coupon rate on the
purchased security. Such transactions afford the Funds the opportunity to earn a
return on temporarily available cash at minimal market risk. While the
underlying security may be a bill, certificate of indebtedness, note or bond
issued by an agency, authority or instrumentality of the United States
Government, the obligation of the seller is not guaranteed by the U.S.
Government and there is a risk that the seller may fail to repurchase the
underlying security. In such event, the Fund would attempt to exercise rights
with respect to the underlying security, including possible disposition in the
market. However, the Fund may be subject to various delays and risks of loss,
including (a) possible declines in the value of the underlying security during
the period while the Fund seeks to enforce its rights thereto and (b) inability
to enforce rights and the expenses involved in attempted enforcement. Pursuant
to the guidelines, the Manager maintains an approved list of banks and non-bank
dealers with which the Trust may engage in repurchase agreement transactions,
and the Manager may propose changes to such list which are reviewed by the
trustees of the Trust on at least a quarterly basis.

Currently, State Street Bank and Trust Company is the only counterparty on the
approved list.

TEMPORARY DEFENSIVE STRATEGIES

FOR TEMPORARY DEFENSIVE PURPOSES, EACH FUND MAY VARY ITS INVESTMENT POLICY
DURING PERIODS IN WHICH CONDITIONS IN CERTAIN COUNTRIES OR SECURITIES MARKETS OR
OTHER ECONOMIC OR POLITICAL CONDITIONS WARRANT. FOR DISCUSSION OF THE TYPES OF
INVESTMENTS EACH FUND MAY MAKE IN ASSUMING A TEMPORARY DEFENSIVE POSITION, SEE
"INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS" AND
"MORE INFORMATION ABOUT THE FUNDS' INVESTMENT STRATEGIES AND RISK -- TEMPORARY
DEFENSIVE STRATEGIES" IN THE PRIVATE PLACEMENT MEMORANDUM.

-5-
<PAGE>

- --------------------------------------------------------------------------------

MANAGEMENT OF THE TRUST

- --------------------------------------------------------------------------------

THE TRUSTEES OF THE TRUST ARE RESPONSIBLE FOR GENERALLY OVERSEEING THE
CONDUCT OF FUND BUSINESS. SUBJECT TO SUCH POLICIES AS THE TRUSTEES MAY
DETERMINE, THE MANAGER FURNISHES A CONTINUING INVESTMENT PROGRAM FOR EACH FUND
AND MAKES INVESTMENT DECISIONS ON ITS BEHALF. SUBJECT TO THE CONTROL OF THE
TRUSTEES, THE MANAGER ALSO MANAGES EACH FUND'S OTHER AFFAIRS AND BUSINESS.

The trustees and officers of the Trust and their principal occupations
during the past five years are as follows:

C. JAMES P. DAWNAY* 51-- TRUSTEE AND PRESIDENT. Director of Corporate
Development at Martin Currie Ltd. since 1992. Formerly, Director of Mercury
Asset Management and Chairman of Mercury Fund Managers.

PATRICK R. WILMERDING 56 -- TRUSTEE. 79 Milk Street, Room 907, Boston, MA
02109. Self-employed investment manager since 1993. Director of The Providence
Journal. Formerly, Director of Lenox Capital and Division Executive of The First
National Bank of Boston.

SIMON D. ECCLES 64-- TRUSTEE. 27 Chestnut Street, Boston, MA 02108.
Chairman and Manager of Venturi Investment Trust.

COLIN WINCHESTER 50-- VICE PRESIDENT AND TREASURER. Director of Finance and
Administration of Martin Currie Ltd. since 1997. Associated with Martin Currie
Ltd. since 1994. Formerly director of Dunedin Development Co. Ltd, Dunedin
Property Investment Co. Ltd, Dunedin Property Development Co. (Retail) Ltd,
Dunedin Property Management Services, Ltd, Dunedin Property Development Co. Ltd,
Dunedin Mortgage Co. Ltd, LAS Unit Trust Managers Ltd and LAS Investment
Management Ltd.

J. GRANT WILSON 36-- VICE PRESIDENT. Director at Martin Currie Investment
Management Ltd. Formerly a North American fund manager at Gartmore Investments.

JULIAN M.C. LIVINGSTON 39-- CLERK. Group Legal Director at Martin Currie
Group since April 1997. Formerly Legal Executive and Compliance officer at
Martin

- -----------------------

* Trustees who are "interested persons" (as defined in the 1940 Act) of the
Trust or the Manager.

-6-
<PAGE>

Currie Group since August 1992.

Previous positions during the past five years with Martin Currie are
omitted, if not materially different from the positions listed.

The address of each trustee and officer of the Trust affiliated with Martin
Currie is Saltire Court, 20 Castle Terrace, Edinburgh, Scotland EH1 2ES. The
Trust pays no compensation to its officers or to the trustees listed above who
are interested persons of the Trust. For the fiscal year ended April 30, 1999,
Simon Eccles and Patrick Wilmerding were paid $10,000 each. Currently, the Trust
pays both Messrs. Eccles and Wilmerding $10,000 per annum.

As of the date hereof, the trustees and officers as a group owned less than
1% of the outstanding shares of each Fund.

The following table sets forth the name, address and percentage ownership
of the control persons and each other holder of 5% or more of a Fund's
outstanding securities as of August 20, 1999. Other than those shareholders
noted below, the Trust believes that no person or group owns, of record or
beneficially, 5% or more of the shares of any Fund. A holder is deemed to
control a Fund through possession of beneficial ownership, either directly or
indirectly, of more than 25% of the Fund's shares:

<TABLE>
<CAPTION>
Shareholder Address Percentage of Shares Held
----------- ------- -------------------------
<S> <C> <C>
Opportunistic EAFE Fund

Children's Memorial 2300 Children's Plaza 20.3
Medical Center Chicago, IL 60614

National Geographic 1145 17th Street NW 7.5
Society Washington, D.C. 20036

Georgia Tech 225 N Avenue, NW 8.1
Foundation Inc. Atlanta, GA 30332-0182

Medtronics Inc. 7000 Central Ave, N.E. 9.2
Minneapolis, MN 55432

Southcoast Health System 500 Washington Avenue 7.1
Suite 1010
St. Louis, MO 63102
<CAPTION>
-7-
<PAGE>

<S> <C> <C>
The Fresh Air Fund 1040 Avenue of the 8.1
Americas
New York, NY 10018

GLOBAL EMERGING
MARKETS FUND

State Universities 1901 Fox Drive 99.9
Retirement System of P.O. Box 2710
Illinois Champaign, IL 61825-
2710

Japan Small Companies
Fund

State Universities 1901 Fox Drive 7.7
Retirement System of P.O. Box 2710
Illinois Champaign, IL 61825-2710

Vought Aircraft Co. 2301 West 120th Street 5.3
Employee Benefit Mail Zone 152/N5-1
Account Fund Hawthorne, CA 90250

Pennsylvania Public P.O. Box 125 35.2
Schools Employee Harrisburg, PA 17108-0125
Retirement System

Maine State Retirement State House Station #46 7.1
System Augusta, ME 04333

<S> <C> <C>
ASIA PACIFIC FUND

State Universities 1901 Fox Drive 8.8
Retirement System of P.O. Box 2710
Illinois Champaign, IL 61825-
2710

Pennsylvania Public P.O. Box 125 40.6
Schools Employee Harrisburg, PA 17108-
Retirement System 0125

CAAT Pension Plan Suite 902 5.1
50 Burnhamthorpe Road
West
Mississauga, Ontario
Canada L5B 3CZ

Maine State State House Station #46 8.1
Retirement System Augusta, ME 04333

EMEA FUND

Maine State Retirement State House Station #46 10.4
System Augusta, ME 04333

Pennsylvania Public P.O. Box 125 52.7

<S> <C> <C>
Schools Employee Harrisburg, PA 17108-0125
Retirement System

State Universities 1901 Fox Drive 11.3
Retirement System P.O. Box 2710
of Illinois Champaign, IL 61825-
2710
</TABLE>

- --------------------------------------------------------------------------------

INVESTMENT ADVISORY AND OTHER SERVICES

- --------------------------------------------------------------------------------

ADVISORY AGREEMENTS Martin Currie serves as the investment adviser of each
Fund under a separate investment advisory agreement dated May 23, 1994 and
subsequently reapproved. Martin Currie is a wholly-owned subsidiary of Martin
Currie, Ltd. Martin Currie, Ltd. is the parent company of the Martin Currie
group, which is one of the oldest Scottish investment advisors providing
investment management, advisory, secretarial and administrative services to
its clients. Under each investment advisory agreement, Martin Currie manages
the investment and reinvestment of the assets of the relevant Fund, subject
to supervision by the trustees of the Trust. Martin Currie furnishes, at its
own expense, all necessary office space, facilities and equipment, services
of executive and other personnel of the Fund and certain administrative
services. For these services, the investment advisory agreements provide that
each Fund shall pay Martin Currie a quarterly investment advisory fee as
stated in the Private Placement Memorandum.

Under each investment advisory agreement, if the total ordinary business
expenses of a Fund or the Trust as a whole for any fiscal year exceed the lowest
applicable limitation (based on percentage of average net assets or income)
prescribed by any state in which the shares of the Fund or the Trust are
qualified for sale, Martin Currie shall pay such excess.

-10-
<PAGE>

Presently, none of the Funds nor the Trust as a whole is subject to any such
expense limitation, however.

As described in the Private Placement Memorandum, Martin Currie has agreed
to certain voluntary arrangements to limit Fund expenses. These arrangements may
be modified or terminated by Martin Currie at any time.

During each Fund's last three fiscal years (or, for each Fund that does not
have three full fiscal years of operations, during each fiscal year from each
such Fund's commencement of operations (shown below) to April 30, 1999), Martin
Currie received the following amount of investment advisory fees from each Fund
(before voluntary fee reductions and expense assumptions) and bore the following
amounts of fee reductions and expense assumptions for each Fund:

-11-
<PAGE>

<TABLE>
<CAPTION>
Commencement Advisory Fees for fiscal year Fee Waivers and Expense Limitations for
Fund of Operations ending April 30, fiscal year ending April 30
- ---- ------------- ---------------- ---------------------------
1999 1998 1997 1999 1998 1997
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Opportunistic 7/1/94 $1,148,111 $934,444 $786,120 $0 $0 $0
EAFE Fund

<S> <C> <C> <C> <C> <C> <C> <C>
Japan Small 8/15/94 608,552 712,359 797,216 0 0 0
Companies Fund

Asia Pacific Fund 3/24/95 1,340,186 640,772 1,911,419 0 96,494 123,328

Global Emerging 2/14/97 691,612 518,048 77,760 0 0 0
Markets Fund

EMEA Fund 6/25/97 669,841 729,204 N/A 0 0 N/A
</TABLE>

Each investment advisory agreement provides that it will continue in effect
for two years from its date of execution and thereafter from year to year if its
continuance is approved at least annually (i) by the trustees of the Trust or by
vote of a majority of the outstanding voting securities of the relevant Fund and
(ii) by vote of a majority of the trustees who are not "interested persons" of
the Trust, as that term is defined in the 1940 Act, cast in person at a meeting
called for the purpose of voting on such approval. Any amendment to an advisory
agreement must be approved by vote of a majority of the outstanding voting
securities of the relevant Fund and by vote of a majority of the trustees who
are not interested persons, cast in person at a meeting called for the purpose
of voting on such approval. Each investment advisory agreement may be terminated
without penalty by vote of the trustees or by vote of a majority of the
outstanding voting securities of the relevant Fund, upon sixty days' written
notice, or by Martin Currie upon sixty days' written notice, and each terminates
automatically in the event of its assignment.

Each advisory agreement provides that Martin Currie shall not be subject to
any liability in connection with the performance of its services thereunder in
the absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of its obligations and duties.

Martin Currie acts as investment adviser to other registered investment
companies and to numerous other corporate and fiduciary clients.

Certain officers and trustees of the Trust also serve as officers,
directors and trustees of other investment companies and clients advised by
Martin Currie. The other investment companies and clients sometimes invest in
securities in which the Funds also invest. If a Fund and such other investment
companies or clients desire to buy or sell the same portfolio securities at the
same time, purchases and sales may be allocated, to the extent practicable, on a
pro rata basis in proportion to the amounts desired to be purchased or sold for
each. It is recognized that in some cases the practices described in this
paragraph could have a detrimental effect on the price or amount of the
securities which a Fund purchases or sells. In other cases, however, it is
believed that these practices may benefit the Funds. It is the opinion of the
trustees that the desirability of retaining Martin Currie as adviser for the
Funds outweighs the disadvantages, if any, which might result from these
practices.

-13-
<PAGE>

CUSTODIAL ARRANGEMENTS State Street Bank and Trust Company ("State Street
Bank"), Boston, Massachusetts 02110, provides certain administrative services to
each Fund and serves as the Trust's custodian. As such, State Street Bank or
sub-custodians acting at its direction hold in safekeeping certificated
securities and cash belonging to the Funds and, in such capacity, are the
registered owners of securities held in book entry form belonging to the Funds.
Upon instruction, State Street Bank or such sub-custodians receive and deliver
cash and securities of the Funds in connection with Fund transactions and
collect all dividends and other distributions made with respect to Fund
portfolio securities.

With respect to securities obtained by the Trust through the Manager's
investment quota granted by authorities in Taiwan, such purchases will be made
through various sub-accounts, the custody of which will be maintained by the
Hong Kong and Shanghai Banking Corporation Limited, Taipei, acting on
instructions from State Street Bank relating to order confirmation and the
settlement of transactions.

INDEPENDENT ACCOUNTANTS The Fund's independent accountants are
PricewaterhouseCoopers LLP, 160 Federal Street, Boston, Massachusetts.
PricewaterhouseCoopers LLP conducts an annual audit of the Trust's financial
statements, assists in the preparation of the Funds' federal and state income
tax returns and consults with the Funds as to matters of accounting and federal
and state income taxation.

AFFILIATED BROKER-DEALER Martin Currie Investor Services, Inc. ("MCIS") is
under common control with the Manager and was registered with the National
Association of Securities Dealers, Inc. on April 23, 1996. Investors may be
solicited for investment in the Funds by MCIS and MCIS may charge a fee for
these services. MCIS does not have custody of customer funds or securities.

- --------------------------------------------------------------------------------

DISTRIBUTION AND SERVICING PLANS

- --------------------------------------------------------------------------------

-14-
<PAGE>

- --------------------------------------------------------------------------------

PORTFOLIO TRANSACTIONS AND BROKERAGE

- --------------------------------------------------------------------------------

In placing orders for the purchase and sale of portfolio securities for
each Fund, Martin Currie always seeks the best price and execution. Transactions
in unlisted securities are carried out through broker-dealers who make the
primary market for such securities unless, in the judgment of Martin Currie, a
more favorable price can be obtained by carrying out such transactions through
other brokers or dealers.

Martin Currie selects only brokers or dealers which it believes are
financially responsible, will provide efficient and effective services in
executing, clearing and settling an order and will charge commission rates
which, when combined with the quality of the foregoing services, will produce
best price and execution for the transaction. This does not necessarily mean
that the lowest available brokerage commission will be paid. However, the
commissions are believed to be competitive with generally prevailing rates.
Martin Currie will use its best efforts to obtain information as to the general
level of commission rates being charged by the brokerage community from time to
time and will evaluate the overall reasonableness of brokerage commissions paid
on transactions by reference to such data. In making such evaluation, all
factors affecting liquidity and execution of the order, as well as the amount of
the capital commitment by the broker in connection with the order, are taken
into account. The Funds may pay a broker a commission at a higher rate than
otherwise available for the same transaction in recognition of the value of
research services provided by the broker or in recognition of the value of any
other services provided by the broker.

Receipt of research services from brokers may sometimes be a factor in
selecting a broker which Martin Currie believes will provide best price and
execution for a transaction. These research services include not only a wide
variety of reports on such matters as economic and political developments,
industries, companies, securities, portfolio strategy, account performance,
daily prices of securities, stock and bond market conditions and projections,
asset allocation and portfolio structure, but also meetings with management
representatives of issuers and with other analysts and specialists. Although it
is not possible to assign an exact dollar value to these services, they may, to
the extent used, tend to reduce Martin Currie's expenses. Such services may be
used by Martin Currie in servicing other client accounts and in some cases may
not be used with respect to the Funds. Receipt of services or products other
than research from brokers is not a factor in the selection of brokers.

The following table sets forth for each Fund's last three fiscal years (or,
for each Fund that does not have three full fiscal years of operations, for each
fiscal year from each such Fund's commencement of operations (shown below) to
April 30, 1999) (1) the aggregate dollar amount of brokerage commissions paid on
portfolio transactions during the period; (2) the dollar amount of transactions
on which commissions

-15-
<PAGE>

were paid during such period that were directed to brokers providing research
services ("directed transactions"); and (3) the dollar amount of commissions
paid on directed transactions during such period:

<TABLE>
<CAPTION>
Aggregate
Brokerage
Commission Commissions
Commencement for fiscal year Directed on Directed
Fund of Operations ending April 30, Transactions Transactions
---- ------------- ---------------- ------------ ------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Opportunistic EAFE Fund 7/1/94 $656,362 $354,011 $284,371 N/A N/A

Japan Small Companies
Fund 8/15/94 112,819 123,592 136,976 N/A N/A

Asia Pacific Fund 3/24/95 1,213,193 703,503 1,757,693 N/A N/A

Global Emerging Markets
Fund 2/14/97 817,956 332,523 118,786 N/A N/A

EMEA Fund 6/25/97 384,649 342,376 N/A N/A N/A
</TABLE>

-16-
<PAGE>

- --------------------------------------------------------------------------------

DESCRIPTION OF THE TRUST

- --------------------------------------------------------------------------------

The Trust, registered with the SEC as an open-end management investment
company, is organized as a Massachusetts business trust under the laws of
Massachusetts by an Agreement and Declaration of Trust (the "Declaration of
Trust") dated May 20, 1994, as amended. The Trust currently consists of five
diversified series, being the Funds.

The Declaration of Trust permits the trustees to issue an unlimited number
of full and fractional shares of each series. Each share of each Fund represents
an equal proportionate interest in such Fund with each other share of that Fund
and is entitled to a proportionate interest in the dividends and distributions
from that Fund. The shares of each Fund do not have any preemptive rights. Upon
termination of any Fund, whether pursuant to liquidation of the Trust or
otherwise, shareholders of that Fund are entitled to share pro rata in the net
assets of that Fund available for distribution to shareholders. The Declaration
of Trust also permits the trustees to charge shareholders directly for
custodial, transfer agency and servicing expenses.

The assets received by each Fund for the issue or sale of its shares and
all income, earnings, profits, losses and proceeds therefrom, subject only to
the rights of creditors, are allocated to, and constitute the underlying assets
of, that Fund. The underlying assets are segregated and are charged with the
expenses with respect to that Fund and with a share of the general expenses of
the Trust. Any general expenses of the Trust that are not readily identifiable
as belonging to a particular Fund are allocated by or under the direction of the
trustees in such manner as the trustees determine to be fair and equitable.
While the expenses of the Trust are allocated to the separate books of account
of each Fund, certain expenses may be legally chargeable against the assets of
all Funds.

The Declaration of Trust also permits the trustees, without shareholder
approval, to issue shares of the Trust in one or more series, and to subdivide
any series of shares into various classes of shares with such dividend
preferences and other rights as the trustees may designate. While the trustees
have no current intention to exercise this power, it is intended to allow them
to provide for an equitable allocation of the impact of any future regulatory
requirements which might affect various classes of shareholders differently, or
to permit shares of a series to be distributed through more than one
distribution channel, with the costs of the particular means of distribution (or
costs of related services) to be borne by the shareholders who purchase through
that means of distribution. The trustees may also, without shareholder approval,
establish one or more additional separate portfolios for investments in the
Trust or merge two or more existing portfolios. Shareholders' investments in
such an additional or merged portfolio would be evidenced by a separate series
of shares (i.e., a new "Fund").

-17-
<PAGE>

The Declaration of Trust provides for the perpetual existence of the Trust.
The Trust or any Fund, however, may be terminated at any time by vote of at
least two-thirds of the outstanding shares of each Fund affected. The
Declaration of Trust further provides that the trustees may also terminate the
Trust or any Fund upon written notice to the shareholders.

VOTING RIGHTS

As summarized in the Private Placement Memorandum shareholders are entitled
to one vote for each full share held (with fractional votes for each fractional
share held) and may vote (to the extent provided in the Declaration of Trust) in
the election of trustees and the termination of the Trust and on other matters
submitted to the vote of shareholders.

The Declaration of Trust provides that on any matter submitted to a vote of
all Trust shareholders, all Trust shares entitled to vote shall be voted
together irrespective of series or sub-series unless the rights of a particular
series or sub-series would be affected by the vote, in which case a separate
vote of that series or sub-series shall also be required to decide the question.
Also, a separate vote shall be held whenever required by the 1940 Act or any
rule thereunder. Rule 18f-2 under the 1940 Act provides in effect that a class
shall be deemed to be affected by a matter unless it is clear that the interests
of each class in the matter are substantially identical or that the matter does
not affect any interest of such class. On matters affecting an individual
series, only shareholders of that series are entitled to vote. Consistent with
the current position of the SEC, shareholders of all series vote together,
irrespective of series, on the election of trustees and the selection of the
Trust's independent accountants, but shareholders of each series vote separately
on other matters requiring shareholder approval, such as certain changes in
fundamental investment policies of that series or the approval of the investment
advisory agreement relating to that series.

There will normally be no meetings of shareholders for the purpose of
electing trustees except that, in accordance with the 1940 Act, (i) the Trust
will hold a shareholders' meeting for the election of trustees at such time as
less than a majority of the trustees holding office have been elected by
shareholders, and (ii) if, as a result of a vacancy on the board of trustees,
less than two-thirds of the trustees holding office have been elected by the
shareholders, that vacancy may be filled only by a vote of the shareholders. In
addition, trustees may be removed from office by a written consent signed by the
holders of two-thirds of the outstanding shares and filed with the Trust's
custodian or by a vote of the holders of two-thirds of the outstanding shares at
a meeting duly called for that purpose, which meeting shall be held upon the
written request of the holders of not less than 10% of the outstanding shares.

Upon written request by the holders of shares having a net asset value
constituting of 1% of the outstanding shares stating that such shareholders wish
to communicate with the other shareholders for the purpose of obtaining the
signatures necessary to demand a meeting to

-18-
<PAGE>

consider removal of a trustee, the Trust has undertaken to provide a list of
shareholders or to disseminate appropriate materials (at the expense of the
requesting shareholders).

Except as set forth above, the trustees shall continue to hold office and
may appoint successor trustees. Voting rights are not cumulative.

No amendment may be made to the Declaration of Trust without the
affirmative vote of a majority of the outstanding shares of the Trust, except
(i) to change the Trust's name or to cure technical problems in the Declaration
of Trust, (ii) to establish, change or eliminate the par value of any shares
(currently all shares have no par value) and (iii) to issue shares of the Trust
in one or more series, and to subdivide any series of shares into various
classes of shares with such dividend preferences and other rights as the
trustees may designate.

SHAREHOLDER AND TRUSTEE LIABILITY

Under Massachusetts law shareholders could, under certain circumstances, be
held personally liable for the obligations of the Fund of which they are
shareholders. However, the Declaration of Trust disclaims shareholder liability
for acts or obligations of each Fund and requires that notice of such disclaimer
be given in each agreement, obligation or instrument entered into or executed by
the Trust or the trustees. The Declaration of Trust provides for indemnification
out of Fund property for all loss and expense of any shareholder held personally
liable for the obligations of the Fund. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is considered
remote since it is limited to circumstances in which the disclaimer is
inoperative and the Fund itself would be unable to meet its obligations.

The Declaration of Trust further provides that the trustees will not be
liable for errors of judgment or mistakes of fact or law. However, nothing in
the Declaration of Trust protects a trustee against any liability to which the
trustee would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
his office. The By-Laws of the Trust provide for indemnification by the Trust of
the trustees and officers of the Trust except with respect to any matter as to
which any such person did not act in good faith in the reasonable belief that
such action was in or not opposed to the best interests of the Trust. No officer
or trustee may be indemnified against any liability to the Trust or the Trust's
shareholders to which such person would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his or her office.

-19-
<PAGE>

- --------------------------------------------------------------------------------

HOW TO BUY SHARES

- --------------------------------------------------------------------------------

The procedures for purchasing shares of the Funds are summarized in the
Private Placement Memorandum under "Purchase of Shares".

- --------------------------------------------------------------------------------

NET ASSET VALUE AND OFFERING PRICE

- --------------------------------------------------------------------------------

The net asset value of the shares of each Fund is determined by dividing
that Fund's total net assets (the excess of its assets over its liabilities) by
the total number of shares of the Fund outstanding and rounding to the nearest
cent. Such determination is made monthly and as of the close of regular trading
on the New York Stock Exchange on any day on which an order for purchase or
redemption of a Fund's shares is received that the Exchange is open for
unrestricted trading. Equity securities listed on an established securities
exchange or on the NASDAQ National Market System are normally valued at their
last sale price on the exchange where primarily traded or, if there is no
reported sale during the day, and in the case of over the counter securities not
so listed, at the mean between the last bid and asked price. Other securities
for which current market quotations are not readily available (including
restricted securities, if any) and all other assets are taken at fair value as
determined in good faith by the trustees, although the actual calculations may
be made by persons acting pursuant to the direction of the trustees or by
pricing services.

Generally, trading in foreign securities markets is substantially completed
each day at various times prior to the close of regular trading on the New York
Stock Exchange. Occasionally, events affecting the value of foreign fixed income
securities and of equity securities of non-U.S. issuers not traded on a U.S.
exchange may occur between the completion of substantial trading of such
securities for the day and the close of regular trading on the New York Stock
Exchange, which events will not be reflected in the computation of a Fund's net
asset value. If events materially affecting the value of any Fund's portfolio
securities occur during such period, then these securities will be valued at
their fair value as determined in good faith by or in accordance with procedures
approved by the trustees.

- --------------------------------------------------------------------------------

REDEMPTIONS

- --------------------------------------------------------------------------------

-20-
<PAGE>

The procedures for redemption of Fund shares are summarized in the Private
Placement Memorandum under "How to Redeem Shares."

- --------------------------------------------------------------------------------

INCOME DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS AND TAX STATUS

- --------------------------------------------------------------------------------

As described in the Private Placement Memorandum under "Distributions," it
is the policy of each Fund to pay its shareholders, as dividends, substantially
all net investment income, if any, and to distribute annually all net realized
capital gains, if any, after offsetting any capital loss carryovers.

Income dividends and capital gain distributions are payable in full and
fractional shares of the particular Fund based upon the net asset value
determined as of the close of regular trading on the New York Stock Exchange on
the record date for each dividend or distribution. Shareholders, however, may
elect to receive their distributions in cash. The election may be made at any
time by submitting a written request directly to the Trust. In order for a
change to be in effect for any dividend or distribution, it must be received by
the Trust on or before the record date for such dividend or distribution.

As required by federal law, detailed federal tax information will be
furnished to each shareholder for each calendar year on or before January 31 of
the succeeding year.

Each Fund intends to qualify each year as a regulated investment company
under Subchapter M of the Code. To the extent it qualifies for treatment as a
regulated investment company, the Fund will not be subject to federal income tax
on income paid to its shareholders in the form of dividends or capital gain
distributions.

Non-tax-exempt shareholders of each Fund will be subject to federal income
taxes on distributions made by the Fund whether received in cash or additional
shares of the Fund. Distributions by each Fund of net income and short-term
capital gains, if any, will be taxable to shareholders as ordinary income.
Distributions of long-term gains will be taxable to shareholders as such,
regardless of how long a shareholder has held the shares in the Fund.

Dividends and distributions on a Fund's shares are generally subject to
federal income tax as described herein to the extent they do not exceed the
Fund's realized income and gains, even though such dividends and distributions
may economically represent a return of a particular shareholder's investment.
Such distributions are likely to occur in respect of shares purchased at a time
when the Fund's net asset value reflects gains that are either unrealized, or
realized but not distributed.

-21-
<PAGE>

Redemptions and exchanges of each Fund's shares are taxable events and,
accordingly, shareholders may realize gains and losses on these transactions. If
shares have been held for more than one year gain or loss realized will be
long-term capital gain or loss, provided the shareholder holds the shares as a
capital asset. However, if a shareholder sells Fund shares at a loss within six
months after purchasing the shares, the loss will be treated as a long-term
capital loss to the extent of any long-term capital gain distributions received
by the shareholder. Furthermore, no loss will be allowed on the sale of Fund
shares to the extent the shareholder acquired other shares of the same Fund
within 30 days prior to the sale of the loss shares or 30 days after such sale.

The Fund is generally required to withhold and remit to the U.S. Treasury
31% of all dividends from net investment income and capital gain distributions,
whether distributed in cash or reinvested in shares of the Fund, paid or
credited to any shareholder account for which an incorrect or no taxpayer
identification number has been provided or where the Fund is notified that the
shareholder has underreported income in the past (or the shareholder fails to
certify that he is not subject to such withholding). In addition, the Fund will
generally be required to withhold and remit to the U.S. Treasury 31% of the
amount of the proceeds of any redemption of Fund shares from a shareholder
account for which an incorrect or no taxpayer identification number has been
provided.

The Internal Revenue Service recently revised its regulations affecting the
application to foreign investors of the back-up withholding and withholding tax
rules described above. The new regulations will generally be effective for
payments made after December 31, 2000. In some circumstances, the new rules will
increase the certification and filing requirements imposed on foreign investors
in order to qualify for exemption from the 31% back-up withholding tax and for
reduced withholding tax rates under income tax treaties. Foreign investors in a
Fund should consult their tax advisors with respect to the potential application
of these new regulations.

A Fund's transactions in options, futures contracts, hedging transactions,
forward contracts, straddles and foreign currencies will be subject to special
tax rules (including constructive sale, mark-to-market, straddle, wash-sale and
short-sale rules), the effect of which may be to accelerate income to the Fund,
defer losses to the Fund, cause adjustments in the holding periods of the Fund's
securities, convert long-term capital gains into short-term capital gains and
convert short-term capital losses into long-term capital losses. These rules
could therefore affect the amount, timing and character of distributions to
shareholders.

The Fund may be subject to foreign withholding taxes on income and gains
derived from foreign investments. Such taxes would reduce the yield on the
Fund's investments, but, as discussed in the Private Placement Memorandum, may
be taken as either a deduction or a credit by U.S. citizens and corporations.

-22-
<PAGE>

The foregoing is a general and abbreviated summary of the applicable
provisions of the Code and regulations currently in effect. For the complete
provisions, reference should be made to the pertinent Code sections and
regulations. The Code and regulations are subject to change by legislative or
administrative action.

Dividends and distributions also may be subject to foreign, state and local
taxes. Shareholders are urged to consult their tax advisers regarding specific
questions as to foreign, federal, state or local taxes.

The foregoing discussion relates solely to U.S. federal income tax law.
Non-U.S. investors should consult their tax advisers concerning the tax
consequences of ownership of shares of the Fund, including the possibility that
distributions may be subject to a 30% United States withholding tax (or a
reduced rate of withholding provided by treaty).

- --------------------------------------------------------------------------------

FINANCIAL STATEMENTS

- --------------------------------------------------------------------------------

Financial statements of each Fund for the fiscal year ended April 30, 1999
are incorporated by reference to the Annual Reports for each Fund filed on July
9, 1999. These financial statements have been incorporated by reference in
reliance on the report of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of said firm as experts in auditing and accounting.

-23-
<PAGE>

<PAGE>

Exhibit A

MARTIN CURRIE BUSINESS TRUST

SUBSCRIPTION AGREEMENT
for
Shares of Beneficial Interest

Amount of
Subscription
(US$)

MCBT Opportunistic EAFE Fund ----------

MCBT Global Emerging Markets Fund ----------

MCBT Japan Small Companies Fund ----------

MCBT Asia Pacific Fund ----------

MCBT EMEA Fund ----------

Total Amount Subscribed $____________

SUBSCRIBER INFORMATION

Name of Subscriber:

- ---------------------------------------------------------------
(hereinafter "SUBSCRIBER")

Name for Registration

- ---------------------------------------------------------------
(if different from above)

Person Signing (if different):

- ---------------------------------------------------------------
Capacity (if applicable):

- ---------------------------------------------------------------
Address:

- ---------------------------------------------------------------

<PAGE>

(Number and Street)

- ---------------------------------------------------------------
(City) (State) (Zip Code)

Telephone:

- ---------------------------------------------------------------
Fax:

- ---------------------------------------------------------------

BANK INFORMATION

Bank Name:

- ---------------------------------------------------------------
ABA Number:

- ---------------------------------------------------------------
Address:

- ---------------------------------------------------------------
(Number and Street)

- ---------------------------------------------------------------
(City) (State) (Zip Code)

Telephone:

- ---------------------------------------------------------------
Fax:

- ---------------------------------------------------------------
Account Name:

- ---------------------------------------------------------------
Account Number:

- ---------------------------------------------------------------

-2-
<PAGE>

SUBSCRIBER hereby agrees as follows:

1. SUBSCRIBER hereby subscribes for shares of beneficial interest in the one
or more series (each a "Fund") of Martin Currie Business Trust (the
"Trust") indicated above and in the dollar amount(s) set forth above. Upon
completion of this Subscription Agreement, SUBSCRIBER should send this
agreement by telecopy and courier to:

Martin Currie Business Trust
c/o Martin Currie, Inc.
20 Castle Terrace
Edinburgh, Scotland
United Kingdom EH1 2ES
ATTENTION: Timothy Hall
TELECOPY: 011-44-131-479-4747

After the Trust has reviewed the completed Subscription Agreement,
SUBSCRIBER will receive telephonic notice of the acceptance or
non-acceptance of the subscription. If the subscription is accepted by the
Trust, SUBSCRIBER agrees to wire immediately available funds in the
amounts indicated on the cover of this Subscription Agreement to:

State Street Bank and Trust Company
Boston, Massachusetts
ABA # 011000028

BNF = AC-42306662 "Mutual Fund F/B/O
Martin Currie Business Trust"

OBI = "NAME OF FUND"
Shareholder Name

2. SUBSCRIBER agrees that, unless the Trust is otherwise specifically
notified, this subscription will be treated as a subscription for shares
of beneficial interest in the indicated Funds (the "Shares") to become
effective as of the first day of the month following the satisfaction of
all of the conditions specified in Section 3 of this Subscription
Agreement unless otherwise agreed by the Trust. Any funds received by the
Trust before such date will be held for investment on such first day of
the month.

3. SUBSCRIBER understands and agrees that this subscription for the Shares is
ineffective and that SUBSCRIBER will not become a shareholder of the Trust
until (i) SUBSCRIBER completes all applicable information requested in
this Subscription Agreement, (ii) SUBSCRIBER executes this Subscription
Agreement and delivers it to

-3-
<PAGE>

the Trust, (iii) the Subscription Agreement is accepted by or on behalf of
the Trust, which acceptance may be withheld in the Trust's sole
discretion, and (iv) the Trust can and has confirmed that the subscription
amount has been received in the account listed in Section 1 above.

4. SUBSCRIBER represents and warrants to the Trust that SUBSCRIBER has
received a copy of the Private Placement Memorandum dated August __, 1999
(the "Placement Memorandum") relating to the offer for sale by the Trust
of the Shares and has had an opportunity to request a Statement of
Additional Information dated as of August __, 1999 (the "SAI"), and has
reviewed the Placement Memorandum carefully prior to executing this
Subscription Agreement. SUBSCRIBER acknowledges that SUBSCRIBER had the
opportunity to ask questions of, and receive answers from, representatives
of the Trust concerning terms and conditions of the Offering and to obtain
any additional information necessary to verify the accuracy of the
information contained in the Placement Memorandum or the SAI. SUBSCRIBER
further acknowledges that no person is authorized to give any information
or to make any representation which is contrary to the information
contained in the Placement Memorandum or the SAI and that, if given or
made, any such contrary information or representation may not be relied
upon as having been authorized.

5. SUBSCRIBER understands and agrees that an entry expense may be applicable
to this subscription for the Shares according to the terms described in
the Placement Memorandum, and that some of the funds paid under this
Agreement may be applied to such entry expense.

6. SUBSCRIBER hereby elects:

To reinvest all distributions of income and realized capital gains
/ / from a Fund in additional shares of that Fund OR

To receive all distributions of income and realized capital gains
/ / from a Fund as cash when declared OR

To reinvest all realized capital gains from a Fund in additional
/ / shares of the Fund and to receive all distributions of income as
cash.

SUBSCRIBER understands and agrees that, unless otherwise indicated above,
SUBSCRIBER will be deemed to have elected to reinvest all distributions of
income and capital gains.

-4-
<PAGE>

7. SUBSCRIBER understands and acknowledges that, in selling the Shares to
SUBSCRIBER, the Trust is relying on the representations made and
information supplied in this Subscription Agreement to determine that the
sale of the Shares to SUBSCRIBER complies with (or meets the requirements
of any applicable exemption from) the Securities Act of 1933, as amended
(the "1933 Act"), and applicable state securities laws.

8. SUBSCRIBER represents that it is acquiring the Shares subscribed for by
this Subscription Agreement for its own account for investment only and
not with a view to any resale or distribution.

9. SUBSCRIBER represents that it (either alone or together with its purchaser
representative, whose identity has been disclosed to the Trust, if any)
has such knowledge and experience in financial and business matters to be
capable of evaluating the merits and risks of the investment represented
by the Trust and that SUBSCRIBER is able to bear the economic risk of this
investment including the risk of loss of the investment.

10. SUBSCRIBER understands that the Trust will offer the Shares only to
investors which qualify as "accredited investors" as defined in Regulation
D under the 1933 Act. SUBSCRIBER represents that it qualifies as an
"accredited investor" because SUBSCRIBER is described in the paragraph or
paragraphs indicated below: (CHECK ONE OR MORE).

/ / A natural person who had an individual income in excess of $200,000
in each of the two most recent years or joint income with his or her
spouse in excess of $300,000 in each of those years and has a
reasonable expectation of reaching the same income level in the
current year.

/ / A natural person whose individual net worth, or joint net worth with
his or her spouse, exceeds $1,000,000 at the time of purchase of the
Shares.

/ / A trust, with total assets in excess of $5,000,000, not formed for
the specific purpose of acquiring the Shares offered, whose purchase
is directed by a sophisticated person as described in Rule
506(b)(2)(ii) of Regulation D of the 1933 Act.

/ / An organization described in Section 501(c)(3) of the Internal
Revenue Code, corporation, Massachusetts or similar business trust,
or partnership, not formed for the specific purpose of acquiring the
Shares offered, with total assets in excess of $5,000,000.

-5-
<PAGE>

/ / A private business development company as defined in Section
202(a)(22) of the Investment Advisers Act of 1940, as amended.

/ / A bank as defined in Section 3(a)(2) of the 1933 Act, or savings
and loan association or other institution as defined in Section
3(a)(5)(A) of the 1933 Act, whether acting in its individual or
fiduciary capacity; a broker or dealer registered pursuant to
Section 15 of the Securities Exchange Act of 1934; an insurance
company as defined in Section 2(13) of the 1933 Act; an investment
company registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), or a business development company as
defined in Section 2(a)(48) of the 1940 Act; a Small Business
Investment Company licensed by the U.S. Small Business
Administration under Section 301(c) or (d) of the Small Business
Investment Act of 1958; an employee benefit plan within the meaning
of Title I of the Employee Retirement Income Security Act of 1974,
if the investment decision is made by a plan fiduciary, as defined
in Section 3(21) of such Act, which is either a bank, savings and
loan association, insurance company, or registered investment
adviser, or if the employee benefit plan has total assets in excess
of $5,000,000 or, if a self-directed plan, with investment decisions
made solely by persons that are accredited investors.

/ / A Trustee or Executive Officer of the Trust whose purchase exceeds
$1,000,000.

/ / An entity in which all of the equity owners are accredited investors
as defined above.

11. SUBSCRIBER represents that it is a resident of (or, if SUBSCRIBER is an
entity, its principal offices are located in) __________________.
(U.S. State)

12. SUBSCRIBER agrees to promptly notify the Trust of any development that
causes any of the representations made or information supplied in this
Subscription Agreement to be untrue at any time.

13. SUBSCRIBER understands that the Shares are not publicly traded and that
there will be no public market for the Shares upon completion of the
Offering.

14. SUBSCRIBER understands and agrees that the Shares are being sold in a
transaction which is exempt from the registration requirements of the 1933
Act and, in certain cases, of state securities laws, and that such
interests will be subject to transfer restrictions under the 1933 Act and
applicable state securities laws and, except to

-6-
<PAGE>

the extent that redemption is permitted as described in the Placement
Memorandum and the SAI, must be held indefinitely unless subsequently
registered under the 1933 Act and applicable state securities laws or an
exemption from such registration is available. The undersigned further
understands and agrees that the Trust is under no obligation to register
such Shares and that any exemptions are extremely limited.

15. SUBSCRIBER agrees to transfer all or any part of its Shares only in
compliance with all applicable conditions and restrictions contained in
this Subscription Agreement, the Placement Memorandum, the SAI, the 1933
Act and any applicable state securities laws.

16. SUBSCRIBER hereby agrees to be bound by all terms and conditions of this
Subscription Agreement.

17. This Subscription Agreement shall be governed by and construed under the
laws of The Commonwealth of Massachusetts and is intended to take effect
as an instrument under seal and shall be binding on SUBSCRIBER in
accordance with its terms.

-7-
<PAGE>

18. Please sign this Subscription Agreement exactly as you wish your Shares to
be registered. (The information supplied by you below should conform to
that given on the cover page).

Dated: __________, _____ Name of SUBSCRIBER:____________________

By:_______________________

Name of Person Signing if different
from SUBSCRIBER:______________________
(please print)

Capacity:______________________
(please print)

Accepted:

MARTIN CURRIE BUSINESS TRUST

By:___________________________
Name:
Title:

A copy of the Agreement and Declaration of Trust establishing the Trust is
on file with the Secretary of State of The Commonwealth of Massachusetts, and
notice is hereby given that this Agreement is executed on behalf of the Trust by
officers of the Trust as officers and not individually and that the obligations
of or arising out of this Agreement are not binding upon any of the trustees,
officers or shareholders of any Fund individually but are binding only upon the
assets and property belonging to the Funds.

-8-

Part C. OTHER INFORMATION

Item 23. EXHIBITS

1. (a) Agreement and Declaration of Trust of Martin Currie Business
Trust (the "Trust") dated May 20, 1994 and (b) Amendment No. 1 to
Agreement and Declaration of Trust dated May 27, 1994
incorporated by reference to the original registration statement
on Form N-1A (File No. 811-8612) filed on July 7, 1994 (the
"Registration Statement") and (c) Amendment No. 2 to Agreement
and Declaration of Trust dated June 13, 1997 incorporated by
reference to the Trust's Amendment No. 3 to the Registration
Statement filed on Form POS-AMI on June 16, 1997.

2. By-Laws of the Trust incorporated by reference to the
Registration Statement filed on July 7, 1994.

3. Not Applicable.

4. (a) Investment Advisory Agreements between the Trust and Martin
Currie, Inc. ("Martin Currie") for each of MCBT Global Growth
Fund, MCBT Opportunistic EAFE Fund, MCBT Global Emerging Markets
Fund, MCBT Japan Small Companies Fund, MCBT Emerging Americas
Fund, and MCBT Asia Pacific Fund incorporated by reference to the
Registration Statement filed on July 7, 1994 and (b) Investment
Advisory Agreement between the Trust and Martin Currie for the
MCBT EMEA Fund incorporated by reference to the Trust's Amendment
No. 3 to the Registration Statement filed on Form POS-AMI on June
16, 1997.

-1-
<PAGE>

5. Not Applicable. See Paragraph 2(b) of General Instruction B.

6. Not Applicable.

7. (a) Form of Custodian Agreement between the Trust and State
Street Bank and Trust Company ("State Street") incorporated by
reference to the Registration Statement filed on July 7, 1994 and
(b) form of letter amendment to Custodian Agreement between the
Trust and State Street dated June 10, 1997 relating to the MCBT
EMEA Fund incorporated by reference to the Trust's Amendment No.
3 to the Registration Statement filed on Form POS-AMI on June 16,
1997.

8. (a) Form of Administration Agreement between the Trust and State
Street incorporated by reference to the Registration Statement
filed on July 7, 1994.

(b) Form of letter amendment to Administration Agreement between
the Trust and State Street dated June 10, 1997 relating to the
MCBT EMEA Fund incorporated by reference to the Trust's Amendment
No. 3 to the Registration Statement filed on Form POS-AMI on June
16, 1997.

(c) Form of Transfer Agency and Service Agreement between the
Trust and State Street incorporated by reference to the
Registration Statement filed on July 7, 1994.

(d) Form of letter amendment to Transfer Agency and Service
Agreement between the Trust and State Street dated June 10, 1997
relating to the MCBT EMEA Fund incorporated by reference to the
Trust's Amendment No. 3 to the Registration Statement filed on
Form POS-AMI on June 16, 1997.

(e) Form of Subscription Agreement for the purchase of Shares of
any series of the Trust filed herewith.

9. Not Applicable. See Paragraph 2(b) of General Instruction G.

10. Consent of PricewaterhouseCoopers LLP.

11. Not Applicable. See Paragraph 2(b) of General Instruction G.

12. Not Applicable.

13. (a) Distribution and Servicing Plans adopted pursuant to Rule
12b-1 for each of MCBT Global Growth Fund, MCBT Opportunistic
EAFE Fund, MCBT

-2-
<PAGE>

Global Emerging Markets Fund, MCBT Japan Small Companies Fund,
MCBT Emerging Americas Fund, MCBT Asia Pacific Fund
incorporated by reference to the Registration Statement filed
on July 7, 1994 and (b) Distribution and Servicing Plan
adopted pursuant to Rule 12b-1 for MCBT EMEA Fund incorporated
by reference to the Trust's Amendment No. 3 to the
Registration Statement filed on Form POS-AMI on June 16, 1997.

14. Not Applicable.

Item 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND

Not applicable.

Item 25. INDEMNIFICATION

Article VIII of the Registrant's Agreement and Declaration of Trust
(Exhibit 1 hereto) provides for indemnification of its trustees and
officers. The effect of this provision is to provide indemnification
for each of the Registrant's trustees and officers against liabilities
and counsel fees reasonably incurred in connection with the defense of
any legal proceeding in which such trustee or officer may be involved
by reason of being or having been a trustee or officer,

-3-
<PAGE>

except with respect to any matter as to which such trustee or officer
shall have been adjudicated to be liable to the Trust or its
Shareholders by reason of wilful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct
of such person's office. As to any matter disposed of without an
adjudication by a court or other body, indemnification will be
provided to the Registrant's trustees and officers if (a) such
indemnification is approved by a majority of the disinterested
trustees, or (b) an opinion of independent legal counsel is obtained
that such indemnification would not protect the trustee or officer
against any liability to which he would otherwise be subject by reason
of wilful misfeasance, bad faith, gross negligence or reckless
disregard of duties.

Item 26. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER

Martin Currie is a New York corporation and is registered as an
investment adviser under the Investment Advisers Act of 1940. Its
principal place of business is Saltire Court, 20 Castle Terrace,
Edinburgh, Scotland EH1 2ES. Martin Currie and its parent company,
Martin Currie Ltd., provide investment advice to other registered
investment companies and advise and manage individual and
institutional accounts.

Other business, profession, vocation or employment of a substantial
nature in which each director or officer of Martin Currie is or has
been, at any time during the past two fiscal years, engaged for his
own account or in the capacity of director, officer, employee, partner
or trustee is as follows:

Name and Position with
Martin Currie Business and Other Connections
------------- ------------------------------

A.P. Hanlon Director of Martin Currie Investment
Director and Vice President Management Limited, Martin Currie
Services Limited and Martin Currie, Inc.

P. J. Scott Plummer Director and President Director of
Martin Currie Limited (formerly Martin
Currie International Limited), Martin
Currie Investment Management Limited,
Martin Currie Unit Trusts Limited,
Martin Currie Services Limited, Martin
Currie Trustees Limited, Martin Currie,
Inc., Candover Investments Plc, Candover
Partners Ltd, Near East Opportunities
Fund Limited, Scottish Unit Managers
Limited, Edinburgh International

-4-
<PAGE>

Investment Trust, Ltd., Martin Currie
Private Clients Ltd., Martin Currie
Portfolio Investment Trust Plc, and The
Merchants Trust Ltd.

J. M. A. Fairweather Director of Martin Currie Investment
Directors and Vice President Management Limited, Martin Currie, Inc.,
Martin Currie European Investment Trust
Plc and Martin Currie Unit Trusts
Limited.

J. G. Wilson Director of Martin Currie Investment
Director and Vice President Management Limited and Martin Currie,
Inc.

J. K. R. Falconer Director of Martin Currie Investment
Director and Vice President Management Limited, Martin Currie
Limited, Martin Currie, Inc., Martin
Currie Management Limited, Martin Currie
Gefinor Fund Management Co. SA,
Edinburgh International Investments
Trust Ltd., Martin Currie Services Ltd.,
The Western Canada Investment Ltd., 3i
Smaller Quoted Companies Trust plc and
Clifton Hall School Limited.

C. J. P. Dawnay Director of Martin Currie Investment
Director and Vice President Management Ltd., Martin Currie, Inc.,
Martin Currie Unit Trusts Limited,
Martin Currie Limited, China Heartland
Fund, Martin Currie Business Trust,
Taiwan American Fund, and Heartland
Investment Consulting Corporation.

M. W. Thomas Director of Martin Currie Investment
Director and Vice President Management Limited, Martin Currie
Pacific Trust plc, Martin Currie, Inc.,
Martin Currie, Limited, Martin Currie
Japan Investment Trust plc and Schroder
Korea Fund.

Colin Winchester Director of Martin Currie Services
Director and Secretary Limited, Martin Currie Trustees Limited,
Martin Currie Bermuda Limited, Martin

-5-
<PAGE>

Currie Limited, Martin Currie Management
Ltd., Martin Currie Trustees Ltd. and
The Western Canada Investment Ltd.

J. M. C. Livingston Group Legal Director, Martin Currie
General Counsel Investment Management Limited, Director
of Martin Currie Services Ltd., Director
of Martin Currie Private Clients Ltd.,
Director of Martin Currie (Bermuda) Ltd.
and Saltire Private Fund Managers
Limited.

S. N. Johnson Vice President and Director, Martin
Director and Vice President Currie, Inc. and President, Martin
Currie Investor Services, Inc.

Timothy J.D. Hall Director, Martin Currie Investment
Director and Vice President Management Limited, Martin Currie
Private Clients Limited, Martin Currie,
Inc. and Saltire Private Fund Managers
Limited.

A.D. MacLeod Director, Martin Currie Investment
Director and Vice President Management Limited and Martin Currie,
Inc.

The principal business address of Martin Currie Ltd. and its affiliates is
Saltire Court, 20 Castle Terrace, Edinburgh, Scotland EH1 2ES.

Item 27. PRINCIPAL UNDERWRITERS

Not Applicable.

Item 28. LOCATION OF ACCOUNTS AND RECORDS

The following companies maintain possession of the documents required
by the specified rules:

(a)
Registrant
Rule 31a-1(b)(4), (9), (10), (11)
Rule 31a-2(a)

-6-
<PAGE>

(b)

State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02110

Rule 31a-1(a)
Rule 31a-1(b)(1), (2), (3), (5), (6), (7), (8)
Rule 31a-2(a)

Rule 31a-1(f)
Rule 31a-2(e)

Item 29. MANAGEMENT SERVICES

Not Applicable.

Item 30. UNDERTAKINGS

Not Applicable.

-7-
<PAGE>

* * * * * * * * * * *

NOTICE

A copy of the Agreement and Declaration of Trust of Martin Currie Business
Trust (the "Trust") is on file with the Secretary of State of The Commonwealth
of Massachusetts and the Clerk of the City of Boston and notice is hereby given
that this Registration Statement has been executed on behalf of the Trust and
each of its series ("Funds") by an officer of the Trust as an officer and by its
trustees as trustees and not individually and the obligations of or arising out
of this Registration Statement are not binding upon any of the trustees,
officers or shareholders individually but are binding only upon the assets and
property of the Trust Funds, as the case may be.

-8-
<PAGE>

SIGNATURE

Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has duly caused this Amendment No. 7 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in
Edinburgh, Scotland on this 31st day of August, 1999.

MARTIN CURRIE BUSINESS TRUST

By: /s/C. James P. Dawnay
--------------------------------

C. James P. Dawnay,
President

-9-
<PAGE>

Exhibit Index

Exhibit # Description
--------- -----------

8(e) Form of Subscription Agreement
10 Consent of PricewaterhouseCoopers LLP

-10-

<PAGE>

Exhibit 8(e)

MARTIN CURRIE BUSINESS TRUST

SUBSCRIPTION AGREEMENT
for
Shares of Beneficial Interest

Amount of
Subscription
(US$)

MCBT Opportunistic EAFE Fund ----------

MCBT Global Emerging Markets Fund ----------

MCBT Japan Small Companies Fund ----------

MCBT Asia Pacific Fund ----------

MCBT EMEA Fund ----------

Total Amount Subscribed $____________

SUBSCRIBER INFORMATION

Name of Subscriber:

- ---------------------------------------------------------------
(hereinafter "SUBSCRIBER")

Name for Registration

- ---------------------------------------------------------------
(if different from above)

Person Signing (if different):

- ---------------------------------------------------------------
Capacity (if applicable):

- ---------------------------------------------------------------
Address:

- ---------------------------------------------------------------

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(Number and Street)

- ---------------------------------------------------------------
(City) (State) (Zip Code)

Telephone:

- ---------------------------------------------------------------
Fax:

- ---------------------------------------------------------------

BANK INFORMATION

Bank Name:

- ---------------------------------------------------------------
ABA Number:

- ---------------------------------------------------------------
Address:

- ---------------------------------------------------------------
(Number and Street)

- ---------------------------------------------------------------
(City) (State) (Zip Code)

Telephone:

- ---------------------------------------------------------------
Fax:

- ---------------------------------------------------------------
Account Name:

- ---------------------------------------------------------------
Account Number:

- ---------------------------------------------------------------

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<PAGE>

SUBSCRIBER hereby agrees as follows:

Martin Currie Business Trust
c/o Martin Currie, Inc.
20 Castle Terrace
Edinburgh, Scotland
United Kingdom EH1 2ES
ATTENTION: Timothy Hall
TELECOPY: 011-44-131-479-4747

State Street Bank and Trust Company
Boston, Massachusetts
ABA # 011000028

BNF = AC-42306662 "Mutual Fund F/B/O
Martin Currie Business Trust"

OBI = "NAME OF FUND"
Shareholder Name

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6. SUBSCRIBER hereby elects:

To reinvest all distributions of income and realized capital gains
/ / from a Fund in additional shares of that Fund OR

To receive all distributions of income and realized capital gains
/ / from a Fund as cash when declared OR

To reinvest all realized capital gains from a Fund in additional
/ / shares of the Fund and to receive all distributions of income as
cash.

SUBSCRIBER understands and agrees that, unless otherwise indicated above,
SUBSCRIBER will be deemed to have elected to reinvest all distributions of
income and capital gains.

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<PAGE>

8. SUBSCRIBER represents that it is acquiring the Shares subscribed for by
this Subscription Agreement for its own account for investment only and
not with a view to any resale or distribution.

/ / A natural person whose individual net worth, or joint net worth with
his or her spouse, exceeds $1,000,000 at the time of purchase of the
Shares.

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<PAGE>

/ / A private business development company as defined in Section
202(a)(22) of the Investment Advisers Act of 1940, as amended.

/ / A Trustee or Executive Officer of the Trust whose purchase exceeds
$1,000,000.

/ / An entity in which all of the equity owners are accredited investors
as defined above.

11. SUBSCRIBER represents that it is a resident of (or, if SUBSCRIBER is an
entity, its principal offices are located in) __________________.
(U.S. State)

12. SUBSCRIBER agrees to promptly notify the Trust of any development that
causes any of the representations made or information supplied in this
Subscription Agreement to be untrue at any time.

13. SUBSCRIBER understands that the Shares are not publicly traded and that
there will be no public market for the Shares upon completion of the
Offering.

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<PAGE>

16. SUBSCRIBER hereby agrees to be bound by all terms and conditions of this
Subscription Agreement.

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<PAGE>

18. Please sign this Subscription Agreement exactly as you wish your Shares to
be registered. (The information supplied by you below should conform to
that given on the cover page).

Dated: __________, _____ Name of SUBSCRIBER:____________________

By:_______________________

Name of Person Signing if different
from SUBSCRIBER:______________________
(please print)

Capacity:______________________
(please print)

Accepted:

MARTIN CURRIE BUSINESS TRUST

By:___________________________
Name:
Title:

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Exhibit 10

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Statement of
Additional Information constituting part of this Post-Effective Amendment No. 7
to the registration statement on Form N- 1A (the "Registration Statement") of
Martin Currie Business Trust (hereafter referred to as the "Trust") of our
reports dated June 24, 1999, relating to the financial statements and financial
highlights of each of the five funds constituting the Trust appearing in the
Annual Reports to Shareholders, which are also incorporated by reference into
the Registration Statement. We also consent to the reference to us under the
headings "Independent Accountants" in the Private Placement Memorandum which
constitutes part of this Registration Statement and "Investment Advisory and
Other Services-Independent Accounts" and "Financial Statements" in the Statement
of Additional Information.

/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
August 31, 1999