As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/23/15  Martin Currie Business Trust      N-8F/A                 1:77K                                    Merrill Corp-MD/FA

Document/Exhibit                   Description                      Pages   Size 

 1: N-8F/A      Amendment to Application for Deregistration of a    HTML     45K 
                          Registered Investment Company                          

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form N-8F

 

I.                                        General Identifying Information

 

1.                                      Reason fund is applying to deregister (check only one; for descriptions, see Instruction 1 above):

 

o                                    Merger

 

x                                  Liquidation

 

o                                    Abandonment of Registration

(Note:  Abandonment of Registration answer only questions 1 through 15, 24 and 25 of this form and complete verification at the end of the form.)

 

o                                    Election of status as a Business Development Company

(Note:  Business Development Companies answer only questions 1 through 10 of this form and complete verification at the end of the form.)

 

2.                                      Name of fund: MARTIN CURRIE BUSINESS TRUST (the “Fund”)

 

3.                                      Securities and Exchange Commission File No. 811-08612

 

4.                                      Is this an initial Form N-8F or an amendment to a previously filed Form N-8F?

 

o                                    Initial Application

x                                  Amendment

 

5.                                      Address of Principal Executive Office (include No. & Street, City, State, Zip Code):

 

Saltire Court

20 Castle Terrace

Edinburgh, Scotland EH1 2ES

 

6.                                      Name, address and telephone number of individual the Commission staff should contact with any questions regarding this form:

 

Nigel Anderson
c/o Martin Currie, Inc.	George B. Raine, Esq.
Saltire Court	Ropes & Gray LLP
20 Castle Terrace	800 Boylston Street
Edinburgh, Scotland EH1 2ES	Boston, MA 02199
011-44-131-479-5920; or,	(617) 951-7556

 

7.                                      Name, address and telephone number of individual or entity responsible for maintenance and preservation of Fund records in accordance with Rules 31a-1 and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2]:

 

NOTE:  Once deregistered, a fund is still required to maintain and preserve the records described in rules 31a-1 and 31a-2 for the periods specified in those rules.

 

(a)	Martin Currie, Inc., Saltire Court, 20 Castle Terrace, Edinburgh, Scotland EH1 2ES Tel: 011-44-131-

 

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	229-5252; (records relating to its function as investment adviser).
(b)	State Street Bank & Trust Co., 200 Newport Avenue, North Quincy, MA 02171, Tel: 617-985-1602 (records relating to its function as administrator, custodian, transfer agent and dividend-paying agent).

 

8.                                      Classification of Fund (check only one):

 

x                                  Management company;

 

o                                    Unit investment trust; or

 

o                                    Face-amount certificate company.

 

9.                                      Subclassification if the Fund is a management company (check only one):

 

x                                  Open-end

o                                    Closed-end

 

10.                               State law under which the Fund was organized or formed (e.g., Delaware, Massachusetts):

 

Massachusetts

 

11.                               Provide the name and address of each investment adviser of the Fund (including sub-advisers) during the last five years, even if the Fund’s contracts with those advisers have been terminated.

 

Martin Currie, Inc.

Saltire Court

20 Castle Terrace

Edinburgh, Scotland EH1 2ES

 

12.                               Provide the name and address of each principal underwriter of the Fund during the last five years, even if the Fund’s contracts with those underwriters have been terminated:

 

Not applicable.

 

13.                               If the Fund is a unit investment trust (“UIT”) provide:

 

(a) Depositor’s name(s) and address(es):                       Not applicable.

 

(b) Trustee’s name(s) and address(es):                                   Not applicable.

 

14.                               Is there a UIT registered under the Act that served as a vehicle for investment in the Fund (e.g., an insurance company separate account)?

 

o Yes            x No

 

If Yes, for each UIT state:

Name(s):

File No.:

Business Address:

 

15.                               (a)                                 Did the Fund obtain approval from the board of directors concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration?

 

x Yes            o No

 

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If Yes, state the date on which the board vote took place:  November 25, 2014

 

If No, explain:

 

(b)                                 Did the Fund obtain approval from the shareholders concerning the decision to engage in Liquidation or Abandonment of Registration?

 

o Yes            x No

 

If Yes, state the date on which the shareholder vote took place:  Not applicable.

 

If No, explain: The Fund's Agreement and Declaration of Trust permits the termination of the Fund (including all series thereof) without shareholder approval. Shareholders of each existing series of the Fund (as of the date on which the Board of Trustees of the Fund met to consider liquidation), namely the MCBT Global Emerging Markets Fund and the MCBT Opportunistic EAFE Fund, received 43 days notice of the termination.

 

II.                                   Distributions to Shareholders

 

16.                               Has the Fund distributed any assets to its shareholders in connection with the Merger or Liquidation?

 

x Yes            o No

 

(a)                                 If Yes, list the date(s) on which the Fund made those distributions:

 

January 30, 2015

 

(b)                                 Were the distributions made on the basis of net assets?

 

x Yes            o No

 

(c)                                  Were the distributions made pro rata based on share ownership?

 

x Yes            o No

 

(d)                                 If No to (b) or (c) above, describe the method of distributions to shareholders.  For Mergers, provide the exchange ratio(s) used and explain how it was calculated: Not applicable.

 

(e)                                  Liquidations only:

 

Were any distributions to shareholders made in kind?

 

o Yes            x No

 

If Yes, indicate the percentage of Fund shares owned by affiliates, or any other affiliation of shareholders:

 

17.                               Closed-end funds only:

 

Has the Fund issued senior securities?

 

o Yes            o No

 

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If Yes, describe the method of calculating payments to senior security holders and distributions to other shareholders:

 

Not applicable.

 

18.                               Has the Fund distributed all of its assets to the Fund’s shareholders?

 

x Yes            o No

 

If No,

 

(a)                                 How many shareholders does the Fund have as of the date this form is filed?  [   ]

 

(b)                                 Describe the relationship of each remaining shareholder to the Fund:  [   ]

 

19.                               Are there any shareholders who have not yet received distributions in complete liquidation of their interests?

 

o Yes            x No

 

If Yes, describe briefly the plans (if any) for distributing to, or preserving the interests of, those shareholders:

 

III.                              Assets and Liabilities

 

20.                               Does the Fund have any assets as of the date this form is filed?

(See question 18 above)

 

o Yes            x No

 

If Yes,

 

(a)                                 Describe the type and amount of each asset retained by the Fund as of the date this form is filed:

 

(b)                                 Why has the Fund retained the remaining assets?

 

(c)                                  Will the remaining assets be invested in securities?

 

o Yes            o No

 

21.                               Does the Fund have any outstanding debts (other than face-amount certificates if the Fund is a face-amount certificate company) or any other liabilities?

 

o Yes            x No

 

If Yes,

 

(a)                                 Describe the type and amount of each debt or other liability:

 

(b)                                 How does the Fund intend to pay these outstanding debts or other liabilities?

 

IV.                               Information About Event(s) Leading to Request For Deregistration

 

22.                               (a)                                 List the expenses incurred in connection with the Merger or Liquidation:

 

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(i)                                     Legal expenses:          Approximately $65,000

 

(ii)                                  Accounting expenses:  Approximately $0

 

(iii)                               Other expenses (list and identify separately):

 

Director and Officer Insurance Coverage:     Approximately $22,460

 

(iv)                              Total expenses (sum of lines (i)-(iii) above): Approximately $87,460

 

(b)                                 How were those expenses allocated?

 

All expenses were borne and paid by Martin Currie, Inc., the Investment Manager of the Fund.

 

(c)                                  Who paid those expenses?

 

All expenses were borne and paid by Martin Currie, Inc., the Investment Manager of the Fund.

 

(d)                                 How did the Fund pay for unamortized expenses (if any)?

 

Not applicable

 

23.                               Has the Fund previously filed an application for an order of the Commission regarding the Merger or Liquidation?

 

o Yes            x No

 

If Yes, cite the release numbers of the Commission’s notice and order or, if no notice or order has been issued, the file number and date the application was filed:

 

V.                                    Conclusion of Fund Business

 

24.                               Is the Fund a party to any litigation or administrative proceeding?

 

o Yes            x No

 

If Yes, describe the nature of any litigation or proceeding and the position taken by the Fund in that litigation:

 

 

25.                               Is the Fund now engaged, or intending to engage, in any business activities other than those necessary for winding up its affairs?

 

o Yes            x No

 

If Yes, describe the nature and extent of those activities:

 

[   ]

 

VI.                               Mergers Only

 

Not Applicable.

 

26.                               (a)                                 State the name of the Fund surviving the Merger:

 

(b)                                 State the Investment Company Act file number of the Fund surviving the Merger:

 

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Investment Company Act Registration No.

 

(c)                                  If the merger or reorganization agreement has been filed with the Commission, state the file number(s), form type used and date the agreement was filed:

 

(d)                                 If the merger or reorganization agreement has not been filed with the Commission, provide a copy of the agreement as an exhibit to this form.

 

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