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MCBT ALL COUNTRIES WORLD EX U.S. FUND
DISTRIBUTION AND SERVICING PLAN
This Plan (the "Plan") constitutes the Distribution and Servicing Plan of
MCBT All Countries World ex U.S. Fund (the "Fund"), a separate series of Martin
Currie Business Trust, a Massachusetts business trust (the "Trust"), adopted
pursuant to the provisions of Rule 12b-1 under the Investment Company Act of
1940 (the "Act"). During the effective term of this Plan, Martin Currie, Inc.,
the Fund's investment adviser ("Martin Currie") may make payments out of the
investment advisory fees to be received by Martin Currie from the Fund to
investment dealers, placement agents and other persons providing services to the
Fund upon the terms and conditions hereinafter set forth. No payments shall be
made directly by the Fund under this Plan for the purposes set forth in Section
1.
Section 1. Martin Currie may make payments to investment dealers, placement
agents or other persons providing services to the Fund, in the form of fees or
reimbursements, as compensation for services provided and expenses incurred for
purposes of obtaining sales of shares of the Fund, reducing redemptions of
shares, or maintaining or improving services provided to shareholders by
investment dealers, placement agents and other persons. The amount of such
payments and the purposes for which they are made shall be determined by Martin
Currie. Martin Currie's payments covered by this Plan shall not exceed in any
fiscal year the annual rate of 0.25% of the average monthly net asset value of
the Fund. A majority of the Qualified Trustees (as defined below) may, at any
time and from time to time, may reduce the amount of such payments covered by
this Plan, or may suspend the operation of the Plan for such period or periods
of time as they may determine.
Section 2. This Plan shall not take effect until:
a. it has been approved by a vote of a majority of the outstanding voting
securities of the Fund; and
b. it has been approved, together with any related agreements, by votes,
of the majority (or whatever greater percentage may, from time to
time, be required by Section 12(b) of the Act or the rules and
regulations thereunder) of both (i) the Trustees of the Trust, and
(ii) the Qualified Trustee of the Trust, cast in person at a meeting
called for the purpose of voting on this Plan or such agreement.
Section 3. This Plan shall continue in effect for a period of more than one
year after it takes effect only so long as such continuance is specifically
approved at least annually in the manner provided for approval of this Plan in
Section 2(b).
Section 4. Martin Currie shall provide to the Trustees of the Trust, and
the Trustees shall review, at least quarterly, a written report of the amounts
covered by this Plan and the purposes for which such expenditures were made.
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Section 5. This Plan may be terminated at any time by vote of a majority of
the Qualified Trustees, or by vote of a majority of the Fund's outstanding
voting securities.
Section 6. All agreements with any person relating to implementation of
this Plan shall be in writing, and any agreement related to this Plan shall
provide:
a. that such agreement may be terminated at any time, without payment of
any penalty, by vote of a majority of the Qualified Trustees or by
vote of a majority of the Fund's outstanding voting securities, on
not more than 60 days' written notice to any other party to the
agreement; and
b. that such agreement shall terminate automatically in the event of its
assignment.
Section 7. This Plan may not be amended to increase materially the amount
of distribution expenses permitted pursuant to Section 1 hereof without the
approval of a majority of the outstanding voting securities of the Fund, and all
material amendments to this Plan shall be approved in the manner provided for
approval of this Plan in Section 2(b).
Section 8. As used in this Plan, (a) the term "Qualified Trustees" shall
mean those Trustees of the Trust who are not interested persons of the Trust,
and have no direct or indirect financial interest in the operation of this Plan
or any agreements related to it, and (b) the terms "assignment", "interested
person" and "vote of a majority of the outstanding voting securities" shall have
the respective meaning specified in the Act and the rules and regulations
thereunder, subject to such exemptions as may be granted by the Securities and
Exchange Commission.
Section 9. A copy of the Amended and Restated Declaration of Trust of the
Trust is on file with the Secretary of The Commonwealth of Massachusetts and
notice is hereby given that this instrument is executed on behalf of the
Trustees of the Trust as Trustees and not individually, and that the obligations
of or arising out of this instrument are not binding upon any of the Trustees,
officers or shareholders individually but are binding only upon the assets and
property of the Fund.
Adopted as of May 11, 2000.
