Annual Report and Accounts

Atlantis Japan Growth Fund Ld
24 July 2003


FOR IMMEDIATE RELEASE

RELEASED BY MANAGEMENT INTERNATIONAL (GUERNSEY) LIMITED

ATLANTIS JAPAN GROWTH FUND LIMITED

PRELIMINARY ANNOUNCEMENT

THE BOARD OF DIRECTORS OF ATLANTIS JAPAN GROWTH FUND LIMITED ANNOUNCE AUDITED
RESULTS FOR THE YEAR ENDED 30 APRIL 2003:

                                                 BALANCE SHEET

                                               As at 30 April 2003

                                     (Expressed in United States Dollars)
                                                                                          2003                   2002
                                                                                         $'000                  $'000

FIXED ASSETS

Investments at market value                                                            195,836                217,759
(cost $207,041,000; 2002 - $239,644,000)

CURRENT ASSETS

Due from brokers                                                                         1,082                  1,380
Dividends and interest receivable                                                        1,199                  1,061
Bank balances                                                                            1,063                  1,538
                                                                                         3,344                  3,979
CURRENT LIABILITIES

Due to brokers                                                                             811                    794

Creditors and accrued expenses                                                             381                    456

Loans payable                                                                           25,193                 23,356

                                                                                        26,385                 24,606

NET CURRENT LIABILITIES                                                               (23,041)               (20,627)

TOTAL NET ASSETS                                                                      $172,795               $197,132

Represented by:

CAPITAL & RESERVES

Called-up share capital                                                                    204                    204
Share premium                                                                          192,650                192,650
Other reserves                                                                        (20,059)                  4,278

TOTAL SHAREHOLDERS' FUNDS                                                             $172,795               $197,132

NET ASSET VALUE PER ORDINARY                                                             $8.46                  $9.65
SHARE


Based on 20,435,627 (2002 - 20,435,627) ordinary shares and a Net Asset Value of
$172,795,000 (2002 - $197,132,000)


                           STATEMENT OF TOTAL RETURN

                      (incorporating the Revenue Account)

                        For the year ended 30 April 2003

                      (Expressed in United States Dollars)
                                                                        Revenue            Capital                Total
                                                                          $'000              $'000                $'000

Realised loss on sales of investments                                         -           (31,860)             (31,860)

Unrealised appreciation of investments                                        -             10,680               10,680

Exchange gain/(loss)                                                        133            (2,067)              (1,934)

Investment income                                                         2,932                  -                2,932

Deposit interest                                                             20                  -                   20

                                                                          3,085           (23,247)             (20,162)

Investment management fee                                                 2,767                  -                2,767

Custodian fees                                                              188                  -                  188

Administration fees                                                         218                  -                  218

Registrar and transfer agent fees                                            19                  -                   19

Directors' fees and expenses                                                113                  -                  113

Interest expense and bank charges                                           253                  -                  253

Insurance fees                                                               28                  -                   28

Audit fee                                                                    19                  -                   19

Printing and advertising fees                                                57                  -                   57

Legal and professional fees                                                  43                  -                   43

Listing fees                                                                 27                  -                   27

Miscellaneous expenses                                                        3                  -                    3

                                                                          3,735                  -                3,735

DEFICIT ON ORDINARY
ACTIVITIES BEFORE TAX                                                     (650)           (23,247)             (23,897)

Tax on ordinary activities                                                (440)                  -                (440)

DEFICIT ATTRIBUTABLE TO
EQUITY SHAREHOLDERS                                                     (1,090)           (23,247)             (24,337)

DEFICIT PER
ORDINARY SHARE :                                                       $(0.053)           $(1.138)             $(1.191)

Based on the weighted average of 20,435,627 Ordinary Shares and the deficit
Attributable to Equity Shareholders noted above.


                           STATEMENT OF TOTAL RETURN

                      (incorporating the Revenue Account)

                        For the year ended 30 April 2002

                      (Expressed in United States Dollars)
                                                                          Revenue            Capital               Total
                                                                            $'000              $'000               $'000


Realised loss on sales of investments                                           -           (43,697)            (43,697)
Unrealised appreciation of investments                                          -             22,707              22,707
Exchange loss                                                                (26)              (721)               (747)
Investment income                                                           2,629                  -               2,629
Bond interest                                                                   5                  -                   5
Deposit interest                                                               75                  -                  75
                                                                            2,683           (21,711)            (19,028)
Investment management fee                                                   3,044                  -               3,044
Custodian fees                                                                234                  -                 234
Administration fees                                                           226                  -                 226
Registrar and transfer agent fees                                              25                  -                  25
Directors' fees and expenses                                                  120                  -                 120
Interest expense and bank charges                                             304                  -                 304
Insurance fees                                                                 30                  -                  30
Audit fee                                                                      18                  -                  18
Printing and advertising fees                                                  38                  -                  38
Legal and professional fees                                                    32                  -                  32
Listing fees                                                                    5                  -                   5
Miscellaneous expenses                                                          8                  -                   8

                                                                            4,084                  -               4,084

DEFICIT ON ORDINARY
ACTIVITIES BEFORE TAX                                                     (1,401)           (21,711)            (23,112)

Tax on ordinary activities                                                  (391)                  -               (391)

DEFICIT ATTRIBUTABLE TO
EQUITY SHAREHOLDERS                                                       (1,792)           (21,711)            (23,503)

DEFICIT RETURN PER
ORDINARY SHARE :                                                         $(0.088)           $(1.062)            $(1.150)

  Based on the weighted average of 20,435,627 Ordinary Shares and the Deficit
                Attributable to Equity Shareholders noted above.


                            STATEMENT OF CASH FLOWS

                        For the year ended 30 April 2003

                      (Expressed in United States Dollars)

                                                                                   2003                             2002
                                                                $'000             $'000          $'000             $'000

OPERATING ACTIVITIES

Net cash outflow from operating activities                                      (1,045)                          (1,370)

SERVICING OF FINANCE

Interest paid                                                                     (258)                            (318)

FINANCIAL INVESTMENT

Purchase of investments                                     (141,520)                        (178,195)
Sale of investments                                           142,578                          170,248
Net cash inflow/(outflow)
from investing activities                                                         1,058                          (7,947)

FINANCING

Subscription of shares on
conversion of warrants                                                                -                            4,174
Decrease in cash                                                                  (245)                          (5,461)

RECONCILIATION OF NET CASH FLOW TO
MOVEMENT IN NET DEBT

Decrease in cash as above                                                         (245)                          (5,461)
Exchange movements                                                              (2,067)                            (721)
Movement in net debt in the year                                                (2,312)                          (6,182)
Net debt at 1st May                                                            (21,818)                         (15,636)
Net debt at 30th April                                                        $(24,130)                        $(21,818)

                       ATLANTIS JAPAN GROWTH FUND LIMITED

                              CHAIRMAN'S STATEMENT

                       FOR THE YEAR ENDED 30TH APRIL 2003

It is my pleasure to report to you in my capacity as Chairman of the Fund having
taken over from Bill Brown at the Annual General Meeting last September. I'm
sure that you will join with me in thanking Bill for his work on behalf of the
Fund since its establishment in the spring of 1996.

It has been another challenging year for investors in the Fund and Japan in
general as 20 year lows for the market have recently been tested. Nearly $1.8
trillion has been wiped off the value of the Japanese market since the peak 13
years ago. Despite this difficult environment, your Fund has performed
relatively well but it is of little consolation as we have been unable to
deliver positive returns to you. For the reasons I am about to explain, we are
hopeful that the foundations are currently being established for a sustained
rise in absolute terms over the longer term.

SHARE PRICE DISCOUNT

The discount or premium on the Fund represents the share price relative to its
net asset value. Whilst Japan has been out of favour with investors, the
prevailing discount has widened. At times when investment in Japan is popular,
the discount tends to narrow and it is possible for the share price to go to a
premium to Net Asset Value. The discount on the Fund averaged 13.6% with a range
of 3% to 20%* during the period, reflecting Japan's unpopularity with investors.
You have empowered your Board to monitor this discount and repurchase shares if
the discount moves out of line with Funds of a similar nature. Currently, the
discount is not out of line with the peer group consequently, to date, no
repurchases have been made. The Board will continue to monitor this situation
and will take action if necessary.

                       ATLANTIS JAPAN GROWTH FUND LIMITED

                        CHAIRMAN'S STATEMENT (continued)

                       FOR THE YEAR ENDED 30TH APRIL 2003

OUTLOOK

It has been another difficult year for investment in Japan but the Investment
Manager has met the challenge presented to them. The Japanese stock market has
hit a series of new 20-year lows recently and much of the bad news must surely
be reflected in share prices. The expectation is now that the stock market is in
the bottom zone and that careful stock picking will be the best strategy during
the coming year. With little sign of an immediate catalyst for a sustained
rally, we are confident that our Manager can identify companies with growth
potential. We expect another year of increasing corporate profits growth through
restructuring and improved productivity. A gradual improvement in the Japanese
economy would serve as a useful backdrop for corporate profit growth over the
years ahead. With the yield on the long-term government bond yield paying a
paltry 0.7%, the average yield on the Tokyo Stock Exchange of 1.5% may be seen
as quite appealing. Some companies are paying in excess of 5% per annum!

The Company maintains a heavy weighting in small and medium sized companies.
Many smaller companies in Japan have market capitalisations less than their
liquidation value and will be showing earnings growth this year. Over time, the
Company may move to accumulate larger companies, but for now, better value can
be found amongst the medium sized and smaller stocks.

I would urge all investors in the Fund to remain patient. We hope that most of
the pain is now behind us. Valuations in Japan appear compelling and should reap
rewards for those prepared to take a long-term view.

Tim Guinness

Chairman

June 2003

* Source: Bloomberg

                       ATLANTIS JAPAN GROWTH FUND LIMITED

                          INVESTMENT MANAGER'S REPORT

                       FOR THE YEAR ENDED 30TH APRIL 2003

PERFORMANCE

In the year ended 30th April 2003, the Company's Net Asset Value declined by
12.3% in U.S. dollar terms, with net assets per share standing at $8.46 at
period-end. In comparison, the Tokyo First Market index (Topix) was down 20.7%
in dollar terms while the Tokyo Second Market index declined by 6.1%. While the
portfolio value fell, performance did manage to beat both the Topix and the
Nikkei, the two most widely used indices.

Since inception on 10th May 1996, Net Asset Value per share in U.S. dollars
terms has fallen 14.7% compared with a 58.7% decline in the Topix and a 38.4%
decline in the Tokyo Second Market index. The decline in value has been partly
due to the weakness of the Japanese yen, which has depreciated by 12.0% against
the US Dollar over this time frame. In yen terms, the Net Asset Value is down by
3.1% since inception.

As of the end of April 2003, the Company had no foreign exchange hedges or
foreign exchange contracts. During the year under review, the Japanese yen
strengthened against U.S. dollar, with the yen-dollar exchange rate moving to Y
119.08/US$ from Y128.45/US$ one year earlier. The strengthening of the yen had a
positive impact on the value of the portfolio in dollar terms.

Borrowings totalled Y3 billion at the end of April 2003, equivalent to about
14.58% of the Net Asset Value. Cash stood at Y125 million, equivalent to about
0.6% of net assets.



MARKET COMMENT

The Japanese economy continued to limp along during the fiscal year ended March
2003. GNP grew at an annual rate of only about 1.6% (preliminary only) somewhat
better than expected, but still disappointingly slow. Exports and consumer
spending were the main locomotives of growth for the economy. Both public
investment and housing investment fell during the year. Companies continued to
restructure, in some cases aggressively, and earnings before taxes and
extraordinary losses generally showed an impressive recovery. In the financial
sector, however, banks and life insurance companies continued to report huge
losses and a number of major banks came to the market with new preferred share
issues to fortify their capital structure.

Japan's central bank kept interest rates low, and the yield on the bellwether
long-term government bond slipped below 0.7%, near the all-time low. Prices
continued to decline as Japan remained in the grip of deflation, and economists
continued to debate inflation targets as a possible cure for the weak economy.
The Bank of Japan pumped additional money into the economy and has even been
buying stocks as a means of providing further support to the big banks, which
have been liquidating their stock portfolios. But, as has too often been the
case, the measures taken thus far have proved too little and too late.

From our perspective, the Tokyo market has recently been driven more by
technical factors (that is, demand and supply) than fundamentals. Corporations
continued to sell off crossholdings, though this was more than offset by the
many companies that bought back their own shares. In fact, with the exception of
the banks and insurance companies, Japanese corporations were large net buyers
of equities during the year under review. Overseas investors were also net
buyers, and local investment trusts were small net buyers but had only a limited
impact on the market. Pension funds were aggressive major sellers, especially
during the latter half of the year, as they moved to liquidate their portfolio
holdings and return the money to the government pension fund, which usually
accepts only cash and is heavily weighted in bonds. Individual local investors,
although mostly net buyers in recent months, were on the sell side during the
year.

An encouraging sign at this time is net buying by overseas investors, local
retail investors, and corporate investors. Unfortunately, buying from these
investors has been more than offset by aggressive selling on the part of
corporate pension funds, which as mentioned earlier, are returning money to the
government-run pension fund.

Over the last one-year period, the Japanese market has slumped to a series of
lows, with the Nikkei index hitting a twenty-year low only recently.

Uncertainties continue to hang over the market, including the expectation of
continued selling by pension funds, the still-weak domestic economy, and the
absence of effective government action. Outside of Japan, there is also concern
over the outlook for world economy and, most recently, the spread of SARS.

The clouded outlook notwithstanding, we believe that at current levels the
Japanese stock market has already discounted most of the bad news, and that the
market is now in the process of finding a bottom from which to build. Some
support for stock prices should come from improving corporate earnings, which
are expected to see another year of positive growth in the March 2004 fiscal
year.



THE COMPANY

The portfolio now includes investments in 168 separate issues, including one
convertible bond investment that accounts for just under 0.6% of Net Asset
Value. The portfolio is about 14% leveraged, reflecting the Manager's confidence
in finding attractive issues and strong conviction that the market will
eventually move higher over the medium to longer term. We would hasten to add,
however, that thanks to a combination of low borrowing costs and dividend income
from a number of relatively high-yielding issues in the portfolio, portfolio
income is more than covering the cost of borrowing at this time.

As mentioned in last year's annual report, the Manager plans no hedges or
currency swaps at this time, but will continue to keep an open mind as to the
possible future use of such strategies if and when deemed prudent.

                       ATLANTIS JAPAN GROWTH FUND LIMITED

                    INVESTMENT MANAGER'S REPORT (continued)

                       FOR THE YEAR ENDED 30TH APRIL 2003

At the present time, the portfolio is heavily weighted toward the retail,
service, health care, real estate investment trusts (REITs) and technology
sectors. Underweighted sectors include financials, iron/steel, utilities,
chemicals, shipping, construction, and most 'smokestack' industries and low-tech
manufacturing.

The Manager continues to believe that the best value and growth is to be found
among smaller and medium-sized companies and, accordingly, the portfolio is
heavy weighted in this direction. The portfolio is underweighted in large-cap
stocks, including many well-known blue chips that are considered to have gone
ex-growth or are overvalued.

The Manager continues to emphasise long-term growth potential and value. In
addition, the portfolio includes investments in a number of recovery-type
situations that also appear to have long-term growth potential; in many cases,
these companies are benefiting from restructuring. A steady stream of new
listings has also been providing the Manager with buy candidates; frequently,
good investment opportunities in new issues have been found after a stock has
fallen to unusually low levels after listing.

With a number of companies in the portfolio being small in terms of market
capitalisation, the Manager generally limits exposure to any one stock. This
partially explains the high number of stocks included in the portfolio. The
portfolio has no exposure to warrants at this time and no warrant purchases are
planned.

Despite weak stock market conditions, the Manager is encouraged by the large
number of cheap stocks that are available to choose from. Many are selling at
extremely low levels, in some cases twenty-year or even all-time lows.

As always, the Manager is maintaining a busy company visit schedule. These
ongoing efforts are aimed at finding interesting buy candidates as well as
keeping abreast of the latest developments at companies already represented in
the portfolio.


Ed Merner

Atlantis Fund Management (Guernsey) Limited

May 2003

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            The company news service from the London Stock Exchange