Annual Financial Report

RNS Number : 7565K

Atlantis Japan Growth Fund Ld

24 August 2012

ATLANTIS JAPAN GROWTH FUND LIMITED ("AJGF" or the "Company")

(a closed-ended investment company incorporated in Guernsey with registration number 30709)

Annual Results For The Year Ended 30 April 2012

24 August 2012

Introduction

INVESTMENT OBJECTIVE

The Company aims to achieve long term capital growth through investment wholly or mainly in listed Japanese equities.

INVESTMENT POLICY

The Company may invest up to 100 per cent of its gross assets in companies quoted on any Japanese stock exchange including, without limitation, the Tokyo Stock Exchange, Jasdaq, Tokyo AIM, Tosho Mothers, or the regional stock exchanges of Fukuoka, Nagoya, Osaka and Sapporo.

The Company may also invest up to 20 per cent of its Net Asset Value (the "NAV") at the time of investment in companies listed or traded on other stock exchanges but which are either controlled and managed from Japan or which have a material exposure to the Japanese economy.

The Company may also invest up to 10 per cent of its NAV at the time of investment in securities which are neither listed or traded on any stock exchange or over-the-counter market.

In general, investment will be through investments in equity shares in, or debt issued by, investee companies. However, the Company may also invest up to 20 per cent of its NAV at the time of investment in equity warrants and convertible debt.

The Company will not invest in more than 10 per cent of any class of securities of an investee company. The Company will not invest in derivative instruments save for the purpose of efficient portfolio management.

Under UK taxation rules for investment trusts, the maximum amount which may be invested in any one company is 15 per cent of the Company's investments. However, such concentration is unlikely to occur and in practice it would be unusual for more than 10 per cent to be invested in one company.

The Company may not invest more than 10 per cent in aggregate, of the value of its total assets in other listed closed-ended investment funds except in the case of investment in closed-ended investment funds which themselves have published investment policies to invest no more than 15 per cent of their total assets in other listed closed-ended investment funds, in which case the limit is 15 per cent.

The Company may borrow, with a view to enhancing capital returns, up to a maximum of an amount not exceeding 20 per cent of NAV at the time of borrowing.

Investment Policy for the Redemption Pool

With regard to the redemption pool, the Company aims to liquidate the necessary assets to meet qualifying redemption request in a timely manner, and to minimise the impact that such redemptions will have to existing shareholders and the Company as a whole.

The management and impact of the risk associated with the investment policies are described in detail in the notes to the Financial Statements (Note 15).

MANAGER AND INVESTMENT ADVISER

AFMG Limited (formerly Atlantis Fund Managers (Guernsey) Limited) has been appointed as Investment Manager of the Company.

On 29 February 2012 the Company appointed Tiburon Partners LLP as its Investment Advisor replacing Atlantis Investment Management Limited. Atlantis Investment Research Corporation, established in Tokyo, will, through Edwin Merner and his colleagues in that office, advise the Investment Adviser on the day-to-day conduct of the Company's investment business, the role it has played since the launch of the Company in May 1996.

Chairman's Statement

For the year ended 30 April 2012

PERFORMANCE

During the year to 30 April 2012 the Tokyo stock market experienced considerable volatility. After a big sell-off in the middle of the year, the Topix TR Index rallied to finish almost unchanged.

The Company's net asset value per share increased by 9.61% during the year compared with a decrease in the Topix TR Index of 1.50% (figures in US dollars).

Net Asset Value Total Return (US$)	Since Inception	1 Year	3 Year	5 Year	10 Year
Atlantis Japan Growth Fund	+49.27%	+9.61%	+63.81%	-35.18%	+53.44%
Benchmark Return (US$)
Topix TR	-22.47%	-1.50%	+24.87%	-22.13%	+39.03%

Year to 30 April	At Inception	2003	2004	2005	2006	2007	2008	2009	2010	2011	2012
Total Net Assets (US$m)	198	173	401	429	610	467	324	185	270	211#	130#
NAV per Share (US$)*	0.99	0.84	1.96	2.10	2.98	2.28	1.58	0.90	1.31	1.35	1.48

* The Company was subject to a 10:1 stock split in December 2010 prior year figures have been restated showing the split for comparative purposes.

Source: Tiburon Partners and Bloomberg. As of 30 April 2012.

# Total Net Assets after redemptions during year see page 4 "Redemption Facility".

In December 2010 the Company's quote on the London Stock Exchange was changed from US dollars to pounds sterling. The underlying Fund is still denominated in US dollars. The share price returns and peer group comparison data shown below is in pounds sterling:

Share Price Total Return (GBP)	Since Inception	1 Year	3 Year	5 Year	10 Year
Atlantis Japan Growth Fund	+25.27%	+11.04%	+61.38%	-30.31%	+45.19%
Citywire Japanese Smaller Companies Investment Trust universe average	-	-2.06%	+45.42%	-29.50%	+6.86%
Citywire Japan Investment Trust universe average	-	-3.63%	+19.50%	-15.40%	+16.87%

Source: Bloomberg and Citywire. Atlantis Japan Growth Fund returns are as of 30 April 2012. Citywire peer universe returns are as of 4 May 2012.

MARKET BACKGROUND

Japan's economy was severely impacted by the earthquake, tsunami and subsequent meltdown of nuclear reactors at Fukushima in March 2011. Industrial production fell sharply with serious disruption caused to the supply chain. GDP growth suffered and also corporate earnings. The floods in Thailand also had a negative impact on the Japanese supply chain, further depressing industrial production and GDP growth.

The Japanese stock market fell during the summer of 2011 on account of these adverse factors but then recovered substantially from November onwards as investors began to look ahead to a recovery in 2012.

GEARING

At the start of the financial year, gearing stood at 10.7%. In December 2011, the existing facility for Yen 1.65bn from ING Bank was repaid at the same time a new loan facility agreement for Yen 2bn was entered into with the Royal Bank of Scotland of which Yen 1.45bn was drawn down. Gearing stood at 12.9% on 30 April 2012.

REDEMPTION FACILITY

During the year the redemption facility was operated in accordance with the four-monthly cycle in June 2011, October 2011 and February 2012. Approximately 28.90% (21.47%) of the Company's shares were successfully tendered at the June 2011 redemption point, 10.44% (5.71%) in October 2011 and 11.93% (5.84%) in February 2012. The percentage of the initial shares is shown in brackets. Together with 23.57% redeemed in February 2011, this represents a cumulative total of 56.59% of the initial shares in issue when the facility was introduced. An analysis of the realisations showed that the market impacts (defined as the prices achieved versus the move in the Topix index to the date of each individual sale to date) were as follows: February 2011 (-0.57%), June 2011 (-1.75%), October 2011 (-1.27%), February 2012 (-0.34%).

The size of the outflows as a percentage of the initial shares in issue has declined to 5-6% as a percentage of the initial shares in issue and the market impact has averaged 0.98%. The facility is operating smoothly and serving its purpose of providing a mechanism for shareholders to exit every four months at around a 2.5% - 4% discount to NAV depending on market price impact. What we would now like to see is transactions in the market increasingly taking place in a 2-6% range, so that shareholders could increasingly use the market rather than the redemption facility for liquidity.

The Board wishes to make clear that it has no intention of terminating the redemption facility approved by shareholders on 15 December 2010 or of increasing the Exit Charge of two per cent as set out in the circular to shareholders dated 30 November 2010. While the Directors retain the right to terminate the redemption facility they would not envisage doing so without giving shareholders a final opportunity to redeem on the terms contained in the circular. The redemption facility is working efficiently as a back stop mechanism whereby shareholders are able to dispose of some or all of their shares without being dependent on the market liquidity of AJGF shares and as such the Directors hope that in time new issuance, as well as redemptions, will be possible if there are significant imbalances of supply and demand.

The central objective of the redemption facility was to encourage investors to use the Company as a good way of offering exposure to Japanese equities with an ability to add a good proportion in less liquid securities. The Board is particularly seeking to provide a structure that appeals to existing long term shareholders who are optimistic about prospects for Japanese equities as well as new shareholders who share the Investment Managers confidence in the better outlook for the Japanese market.

SHARE BUY-BACKS

In order to assist in managing the discount at which the Company's shares trade and to enhance the NAV per Share of remaining shareholders, the Company exercised its authority to buy back shares on eight occasions during the year at an average discount of 8.08%. The shares bought back, representing 0.85% of current issued shares, are held in treasury. Since the year end the Company has bought back a further 0.26%.

RESTRUCTURING OF THE MANAGER

After an extended period of discussion and debate, the restructuring of the Company's Manager referred to in my statement last year was finally concluded in February 2012. Under these arrangements the Investment Manager AFMG Limited ("AFMG") (formerly Atlantis Fund Managers (Guernsey) Limited) appointed Tiburon Partners LLP ("Tiburon Partners") as Investment Adviser in London in place of Atlantis Investment Management Limited ("AIML"). This was subsequent to a reorganisation of the ownership of the Atlantis companies whereby Ed Merner and the staff of Atlantis Investment Research Corporation ("AIRC") became the controlling shareholders of AFMG and relinquished any interest in AIML. The Company was party to this appointment pursuant to a new Investment Advisory Agreement dated 27 February 2012 between AFMG, the Company and Tiburon Partners.

AIRC's role, as Sub-Adviser in Tokyo, under Ed Merner's leadership, has remained unchanged. Taeko Setaishi continues as assistant fund manager. Sean Lenihan, previously a senior investment manager in Tokyo for Wellington Management joined AIRC in October 2011.

Tiburon Partners is an FSA authorised and regulated fund management business with a strong Asian focus.

The Board believes that Tiburon Partners' objectives are well aligned to those of the Company and will complement the services provided by AFMG and AIRC.

PROSPECTS

Unlike most other Asian countries, Japan is now a mature economy which of course is both good and bad from the point of view of potential investors. Economic growth will be much lower than say China or Indonesia but Japan will continue to remain strong in certain industries, for instance precision instruments including lenses, semi-conductor manufacturing equipment, medical equipment, new materials, carbon fibre, titanium and luxury cars like the Lexus. Also Japan continues to pour money into R&D ranking second after the US.

In manufacturing, Japan also dominates or remains a leader in key high value areas including spindle motors, dialysis equipment, small speakers, copy machines, oil-less bearings and higher quality machine tools.

Many Japanese companies have moved their low and medium tech production offshore but continue to own and directly operate these overseas factories while at the same time improving profit margins by reducing their cost base and in many instances have managed to protect their high market shares. Even after the rush to move some production offshore, manufacturing accounts for a large percentage of GDP compared to the US and most European countries.

There is little or no inflation in Japan and interest rates are expected to remain low for some time, usually a positive for the market. The Bank of Japan is expected to continue to pump money into the system and continue the current easy money policy.

Based on projected valuations Japanese stocks look undervalued in terms of Price to Book Ratio, Price Earnings Ratio, real dividend yield, and Price to Earn Growth ratio, perhaps the lowest in 20 or 30 years.

The media remains mostly negative on Japan and little press time is now given to Japan and the medium and long-term outlook. This could very well be the cyclical buying opportunity that comes along only every 20 or 25 years, similar to the New York market in the early 1980s.

In summary I would like to stress the following points. Barring a major financial or economic crisis, the Japanese economy can be expected to show good growth over the next few years and for the current year ending March 2013 earnings growth of around 40-50% is projected. At current levels Japanese stocks are cheap and the downside risk appears low.

I also wish to particularly thank my fellow directors for the time and effort they have all contributed to your Company's affairs over the last year.

Tim Guinness

Chairman

Investment Manager's Report

For the year ended 30 April 2012

PERFORMANCE

The economy is now recovering from the effects of last year's earthquake, tsunami and meltdown of the nuclear reactors at Fukushima. Most stocks are up from their lows of 2011 recorded after the disaster and by 30 April 2012, the end of the Company's fiscal year, the NAV per share had climbed 9.61% in US dollar terms ending the period at $1.48 per share. This compares with drop of 1.5% on a total return basis for the Topix over the same period.

At the end of April 2012, the Company's borrowings stood at Y1.45 billion, about $18.1 million, and cash at Y73.72 million, about $0.92 million. On a net basis the gearing is around 12.9%. There are no foreign exchange hedges and the Fund has no exposure to convertible bonds, warrants, or any kind of derivatives. The yen ended the period at Y80.15 to the US dollar, a gain of 1.9% from the end of the last fiscal year. The stronger yen had a positive impact on the portfolio's US dollar performance.

ECONOMIC AND MARKET COMMENT

Due in part to the impact of the disaster in March 2011, Japan's economy suffered with a sharp fall in industrial production, a slump in exports, and serious disruption to the supply chain causing a severe contraction in manufacturing. Tourism dropped sharply, consumer spending slumped and GDP growth was negatively impacted which in turn depressed corporate earnings.

Business moved quickly to the rescue including repairing damaged factories and in some cases moving production to plants in other areas. The government pumped huge amounts of money into reconstruction projects and the Bank of Japan made every effort to keep interest rates low and expand credit, especially to medium and smaller businesses. However it has taken over a year to get back to normal or almost normal.

The flooding in Thailand last autumn also impacted the Japanese supply chain since many basic parts including electronic parts, chips, and even lenses including eye glass lenses were affected which in turn depressed industrial production and GDP growth in Japan.

The Japanese Stock Market was adversely affected by the aftermath of the Tsunami and moved lower into the summer of 2011 but then recovered as investors looked ahead they began to realise that the Japanese economy was likely to begin recovering in 2012 and see a V shaped recovery with above average GDP Growth in the fiscal year ending March 2013.

Furthermore the stronger yen, the on-going financial crisis in Europe and slowing Chinese economy had a negative impact on the economy, corporate earnings and investor sentiment. Prime Minister Noda's government also struggled and to date has failed to pass the new consumption tax but is still hoping to pass the proposed bill as soon as possible. However there is always the possibility that there will be a national election later this year, which could result in a deteriorating political climate.

PROSPECTS

Factors likely to impact the market during the current fiscal year include domestic economic growth and the trend of corporate earnings, the yen rate, the world economy including the US, Europe, and Asia, especially China, monetary policy, and the political climate in Japan. Approval for the hike in the consumption tax is also very important for the long term-fiscal health of Japan.

For the current fiscal year which began in April 2012 we think Japanese GDP growth in real terms could reach 2.5-3% and hopefully continue to expand during the following fiscal year. Most economists are predicting that corporate earnings could very well jump 40-50% for the current fiscal year. But the above estimate assumes a relatively stable yen and a slowly improving world economy.

As we have emphasised in previous reports, the manager places importance on stock picking and continues to believe that the best value and growth are mostly in the medium sized and smaller companies. However we also think that at present some of the larger companies are very undervalued and have good growth potential.

Currently the portfolio includes some larger companies such as Toyota, Sumitomo Mitsui Financial, TDK, and several others. Nevertheless we continue to be heavily weighted in medium sized and smaller stocks.

Since we do buy smaller stocks, which at times can be relatively illiquid, we aim to hold a diversified portfolio - currently about 84 stocks. Having a large number of stocks helps to offset the illiquidity of any one stock.

The portfolio contains a wide spectrum of companies in many different businesses. However at present we are concentrated in several major areas including electronic parts, auto parts, retail, service, health care, trucking and logistics. The portfolio is underweight in the smoke-stack industries including iron and steel, non-ferrous metals, shipbuilding, construction, shipping, airlines, oil, mining, electric power, food and railways.

The stock picking focus means the manager, has little or no exposure to many sectors and therefore at times the portfolio can perform quite differently from the major indices. We are aiming to buy and hold companies which we think are both undervalued and have above average long-term earnings growth potential. We are also buying a number of cyclical growth companies and even some recovery situations.

The Atlantis Japan Growth Fund, as the name implies, is invested in growth stocks and tends to do especially well when the market is rising and investors are seeking earnings growth and value. We are encouraged by the fact that market outlook now seems to be improving and that there are currently a wide range of attractive companies selling at bargain prices.

Our investment style remains unchanged and we will continue to buy and hold undervalued growth and cyclical growth companies.

AFMG Limited

21 May 2012

BOARD OF DIRECTORS

TIMOTHY GUINNESS (Chairman, aged 65, appointed to the Board on 26th September 2002), British, graduated from Cambridge University with an MA in Engineering followed by an MBA from the Sloan School M.I.T. He began his investment banking career in Baring Brothers in 1970. He moved to Guinness Mahon in 1977, becoming Senior Investment Director in 1982. He was co-founder of Guinness Flight Global Asset Management in 1987. After its acquisition by Investec Asset Management in 1998, he served as Joint Chairman of Investec Asset Management until 31 March 2003.

He is the Chairman and Chief Investment Officer of two investment management companies - Guinness Asset Management and Guinness Atkinson Asset Management since 2003. These companies specialise in investment in equities in three areas - energy; Asia ex Japan; and innovation. He also has a number of non-executive directorships. These include the chairmanship of Brompton Bicycle Company Ltd and directorship of Quayle Munro plc.

ERIC BOYLE FCSI (aged 58, appointed to the Board on 17th October 2000), British, is a director of Smith & Williamson Investment Management. He has over 30 years' experience in stockbroking and investment banking with NCL Investments - now part of Smith & Williamson. He became a member of the London Stock Exchange in 1982 and has specialised in Japan and emerging markets since 1989 in particular, by way of country and regional closed or open-ended funds. With the experience gained in studying a variety of companies in this capacity, he has held directorships in a number of companies and funds. During his career, he has raised new money for several groups launching new products investing in both emerging and developed markets.

NOEL LAMB (aged 55 was appointed to the Board on 1 February 2011), British and is a Barrister-at-law. He joined Lazard Brothers & Co Limited in 1987 and from 1992 to 1997 he was the managing director of Lazard Japan Asset Management where he was the fund manager for their Japanese equities. In 1997, Noel moved to the Russell Investment Group as their Director Portfolio Manager, London. He established the investment management capability of Russell London increasing their assets significantly over a 5 year period. In 2002, Noel was promoted to CIO, North America, a role he held until 2008.

ANDREW MARTIN SMITH (aged 60, appointed to the Board on 26th September 2002), British, graduated from Oxford University with an MA in Politics and Economics. He began his career with Allied Hambro Unit Trust Company and worked in the corporate finance and capital markets divisions of Hambros Bank Limited becoming a director in 1986. He was chief executive of Hambros' fund management activities from 1993 to 1997 prior to the merger with Guinness Flight. He has over 30 years experience in the financial services industry. He works as an adviser and consultant at Guinness Asset Management and is a Director of Guinness Asset Management Funds in Dublin. He is Chairman of Parmenion Capital Management LLP and a non- executive Director of Church House Investments and North Investment Partners and M & G High Income and TR European Growth Investment Trusts.

TAKESHI MURAKAMI (aged 68, appointed to the Board on 29th November 2007), Japanese, graduated from Doshisha University in Kyoto with BA in Economics. He has 38 years of experience in both stock broking and investment management. He started his career at Sanyo Securities, Osaka in 1966 where he was primarily engaged in international business promotion at its New York office between 1972-1978 and at its London office for two years between 1982-1984. He then joined Schroder Securities in London in 1984, before moving to its Tokyo office in 1986. He served as Schroder's Tokyo Branch Manager for ten years until he moved to Schroder Investment Management Japan in 1996 as Director, where he promoted the Japanese pension fund management business. Having retired from Schroder's at the age of 60 in 2003, Takeshi resumed his career at Instinet Japan as Chairman in 2004 for a year.

Details of Ten Largest Investments

The ten largest investments comprise a fair value of $50,641,118 (2011: $75,946,205) representing 39.1% of Net Asset Value (2011: 34.6%) with details as below:

MonotaRO (364,400 shares, cost $1,027,162)

The company is an Osaka based specialised mail order house and sells a wide range of products to smaller and medium sized companies via the internet/fax including imported products. The company provides quick delivery at low prices and has an outstanding growth record. (Fair value of $6,496,913 representing 5.0% of the Net Asset Value (2011: 2.7%)

Hamakyorex (176,700 shares, cost $3,786,167)

Hamakyorex has two major businesses which include trucking, third party logistics services and consulting. The company has been expanding its customer base and has managed to turn around a subsidiary which was acquired a few years ago. The investment manager is looking for expanding sales and earnings growth in coming years.

(Fair value of $6,243,474 representing 4.8% of the Net Asset Value (2011: 4.6%)

JSR (299,700 shares, cost $5,593,984)

The company produces a wide range of petrochemical products including elastomers such as synthetic rubber, plastics, optical material, biomedical materials, emulsions, electronic materials, precision material, thermoplastic elastomers, display material, etc. The company's products are used in cars, lithium-ion batteries, fuel cells, LETs, health and medical care, building and construction and many other areas. The company has high market shares in many niche markets and the investment manager is looking for growing sales and earnings over the medium to longer term.

(Fair value of $5,919,215 representing 4.6% of the Net Asset Value (2011: 0%)

Toyota Motor (138,700 shares, cost $5,414,246)

Toyota is Japan's leading auto manufacturer and has a worldwide sales and production network. Toyota was impacted by parts shortages after the earthquake but is now recovering and the investment manager is looking for above average sales and earnings growth over the medium to longer term.

(Fair value of $5,711,668 representing 4.4% of the Net Asset Value (2011: 0%)

Toyota Tsusho (269,100 shares, cost $2,645,683)

Toyota Tsusho, 21.5% owned by Toyota Motors, is a medium/large scale trader involved in selling steel, autos and auto parts, chemicals and non-ferrous metals. Overseas sales account for almost 60% of total turnover.

(Fair value of $5,338,353 representing 4.1% of the Net Asset Value (2011: 3.3%)

Kintetsu World Express (135,400 shares, cost $3,320,833)

Kintetsu is a leading Japanese air freight forwarder and provides a wide range of services related to importing, exporting and distributing products, especially to and from Japan. The company is concentrating on air freight and is especially strong in business related to Asia and Japan's other leading trade partners. The business is very sensitive to Japanese trade flows which the investment manager expects should expand over the longer term.

(Fair value of $4,841,627 representing 3.7% of the Net Asset Value (2011: 2.9%)

Sumitomo Mitsui Financial (140,100 shares, cost $4,419,063)

Sumitomo Mitsui is one of Japan's leading city banks and after suffering from the after effects of the 20 year bubble period is now growing again and is focusing on retail banking. This includes home mortgages, expansion into Asia, domestic corporate loans, and the brokerage business. The shares are selling at a discount to book value, have an above average yield, and the investment manager believes this looks cheap in terms of PBR and long term projected PER. The investment manager is looking for above average earnings growth in the medium to longer term.

(Fair value of $4,515,013 representing 3.5% of the Net Asset Value (2011: 3.1%)

Bit-isle (369,700 shares, cost $1,994,863)

The company runs data centres which house racks and related equipment which are used to store information and are also used in Cloud computing. The company has been expanding capacity and sales and earnings have been growing steadily and the investment manager expects the company to continue to maintain a high level of expansion as capacity increases.

(Fair value of $4,252,819 representing 3.3% of the Net Asset Value (2011: 2.7%)

Kohnan Shoji (258,000 shares, cost $4,469,466)

Kohnan is an Osaka based company which runs a chain of DIY stores and has been expanding into other geographic areas including the greater Tokyo region. Consumer spending shows signs of slow recovery and the investment manager is looking for positive sales and earnings growth over the next few years. The stock is selling on low valuations and the manager believes it is undervalued.

(Fair value of $3,733,999 representing 2.9% of the Net Asset Value (2011: 0%)

Hikari Tsushin (110,100 shares, cost $2,768,566)

Hikari is involved in selling cellular telephones, insurance, and office equipment. After going through a bad period a few years ago the company is now growing again and sales and earnings have been increasing steadily. The stronger economy and expansion of the company's sales network are helping to drive sales and earnings growth.

(Fair value of $3,588,037 representing 2.8% of the Net Asset Value (2011: 0%)

Schedule of Investments

	Number of	Fair Value	Percentage
Financial assets at fair value through profit or loss	Shares	$'000	of NAV

Aerospace/Defence: 0.71% (2011: 0.00%)
Sumitomo Precision Products	169,000	917	0.71

Auto Manufacturers: 4.40% (2011: 0.00%)
Toyota Motor	138,700	5,712	4.40

Auto Parts & Equipment: 4.77% (2011: 2.52%)
Imasen Electric Industrial	98,300	1,343	1.03
Muro	121,400	1,184	0.91
Stanley Electric	100,800	1,548	1.19
Sumitomo Rubber Industries	154,100	2,132	1.64

Banks: 4.68% (2011: 5.97%)
Seven Bank	210,000	516	0.40
Sumitomo Mitsui Financial Group	140,100	4,516	3.48
Sumitomo Mitsui Trust Holdings	352,000	1,036	0.80

Building Materials: 1.91% (2011: 2.78%)
Daikin Industries	94,000	2,484	1.91

Chemicals: 10.15% (2011: 7.11%)
Adeka	351,900	3,231	2.49
JSR	299,700	5,919	4.56
Nippon Carbon	362,000	980	0.75
Sanyo Chemical Industries	477,000	3,047	2.35

Commercial Services: 4.96% (2011: 0.96%)
Hito Communications	176,400	2,384	1.84
Kanamoto	66,000	726	0.56
Nihon M&A Center Inc	90,200	2,583	1.99
Paraca	751	740	0.57

Computers: 4.35% (2011: 0.00%)
Information Services International-Dentsu	88,100	713	0.55
NEC Networks & System Integration	145,900	2,161	1.66
TDK	52,800	2,777	2.14

Cosmetics/Personal Care: 1.39% (2011: 2.04%)
Unicharm	32,500	1,804	1.39

Distribution/Wholesale: 4.11% (2011: 5.66%)
Toyota Tsusho	269,100	5,339	4.11

Diversified Financial Services: 2.77% (2011: 4.79%)
Japan Securities Finance	344,700	1,793	1.38
Kyokuto Securities	101,800	903	0.70
Sawada Holdings	78,900	578	0.45
Tokai Tokyo Financial Holdings	88,000	315	0.24

Electric: 2.00% (2011: 0.43%)
Electric Power Development	94,200	2,600	2.00

Electrical Computers & Equipment: 0.00% (2011: 1.34%)		-	-

Electronics: 4.52% (2011: 13.10%)
Dai-ichi Seiko	51,000	1,250	0.96
Fujitsu General	175,000	1,498	1.15
Japan Aviation Electronics Industry	133,000	1,220	0.94
Sumida	108,300	647	0.50
Suzuki	56,700	455	0.35
Tokyo Electron Device	434	800	0.62

Engineering & Construction: 0.55% (2011: 0.15%)
Mirait Holdings	100,000	716	0.55

Food: 2.51% (2011: 2.15%)
Belc	97,000	1,441	1.11
EAT & Co	138,300	1,815	1.40

Hand/Machine Tools: 0.93% (2011: 11.30%)
Aichi Electric	109,000	498	0.38
A-One Seimitsu	212	714	0.55

Healthcare-Products: 2.01% (2011: 2.15%)
Asahi Intecc	44,600	1,200	0.92
Mani Inc	39,600	1,413	1.09

Home Builders: 2.53% (2011: 2.39%)
Sekisui House	355,000	3,291	2.53

Home Furnishings: 2.49% (2011: 0.54%)
Foster Electric	116,400	1,735	1.34
JVC Kenwood	351,100	1,494	1.15

Insurance: 1.61% (2011: 0.00%)
Lifenet Insurance Company	140,000	2,084	1.61

Internet: 8.92% (2011: 5.62%)

Adways	309	517	0.40
Bit-isle Inc	369,700	4,253	3.28
GMO Cloud	497	309	0.24
MonotaRO	364,400	6,497	5.00

Leisure Time: 0.00% (2011: 2.58%)		-	-

Machinery - Construction & Mining: 0.00% (2011: 0.06%)		-	-

Machinery-Diversified: 0.99% (2011: 0.27%)
Nippon Yusoki	66,000	206	0.16
Nittoku Engineering	73,100	1,081	0.83

Media: 0.00% (2011: 0.35%)

Metal Fabrication/Hardware: 0.85% (2011: 0.71%)
Daiichi Jitsugyo	215,000	1,100	0.85

Mining: 0.00% (2011: 0.49%)

Miscellaneous Manufacturing: 0.56% (2011: 0.95%)
Kito	839	721	0.56

Oil & Gas: 0.00% (2011: 5.68%)

Packaging & Containers: 1.50% (2011: 1.76%)
Fuji Seal International	101,700	1,950	1.50

Pharmaceuticals: 1.14% (2011: 0.65%)
Fuji Pharma	102,500	1,482	1.14

Real Estate: 2.49% (2011: 2.12%)
Fuji Corp	117,000	645	0.50
Mitsui Fudosan	53,000	975	0.75
Nisshin Fudosan	127,000	808	0.62
Star Mica	395	306	0.24
Wadakohsan	87,500	495	0.38
REITS: 4.17% (2011: 2.08%)
Fukuoka	219	1,574	1.21
Industrial & Infrastructure Fund Investment	143	862	0.66
Japan Logistics Fund	131	1,146	0.88
Mori Trust Sogo	133	1,168	0.90
Sekisui House SI Investment	170	681	0.52

Retail: 9.29% (2011: 5.93%)
Aisei Pharmacy	13,800	890	0.69
Growell Holdings	11,000	351	0.27
Handsman	78,700	859	0.66
Hiday Hidaka	106,440	1,673	1.29
Himaraya	107,100	822	0.63
Jin	10,000	177	0.14
Kohnan Shoji	258,000	3,734	2.88
Nihon Chouzai	48,700	1,549	1.19
VT Holdings	212,400	1,913	1.47
Yamato International	19,900	94	0.07

Semiconductors: 0.00% (2011: 0.49%)

Software: 1.10% (2011: 0.12%)
Nexon	75,000	1,426	1.10

Telemunications: 2.76% (2011: 0.00%)
Hikari Tsushin	110,100	3,588	2.76

Textiles: 1.71% (2011: 2.13%)
Teijin	361,000	1,212	0.93
Toray Industries	132,000	1,014	0.78

Transportation: 13.03% (2011: 12.52%)
Hamakyorex	176,700	6,243	4.81
Higashi Twenty One	46,400	233	0.18
Kintetsu World Express	135,400	4,842	3.73
Sakai Moving Service	139,800	2,997	2.31
Trancom	121,000	2,595	2.00

Total Japan (2011: 109.87%)		145,240	111.86

Total Equities (2011: 109.87%)		145,240	111.86


Total Investments		145,240	111.86

Cash		920	0.71

Other Net Liabilities		(16,330)	(12.57)

Net Assets
		129,830	100.00

Directors' Report

The Directors are pleased to present their sixteenth Report and the Audited Financial Statements of the Company for the year ended 30 April 2012.

PRINCIPAL ACTIVITY

Atlantis Japan Growth Fund Limited ("the Company") is a Guernsey authorised closed ended investment company listed on the London Stock Exchange. The Company has a premium listing on the London Stock Exchange. Trading in the Company's ordinary shares commenced on 10 May 1996.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The Directors are responsible for preparing Financial Statements for each financial year which give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that year. In preparing these Financial Statements, the Directors are required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and estimates that are reasonable and prudent;

- state whether applicable accounting standards have been followed subject to any material departures disclosed and explained in the Financial Statements; and

- prepare the Financial Statements on a going concern basis unless it is inappropriate to presume that the Company will continue in business.

We confirm, to the best of our knowledge, that:

- this Annual Report and Financial Statements, prepared in accordance with International Financial Reporting Standards ("IFRS"), give a true and fair view of the assets, liabilities, financial position and loss of the Company; and

- this Annual Report and Financial Statements includes information detailed in the Directors' Report, the Investment Manager's Report and Notes to the Financial Statements, which provides a fair review of the information required by:

a) DTR 4.1.8 of the Disclosure and Transparency Rules ("DTR") being a fair review of the Company business and a description of the principal risks and uncertainties facing the Company; and

b) DTR 4.1.11 of the DTR being an indication of important events that have occurred since the beginning of the financial year and likely future development of the Company.

The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the Financial Statements comply with The Companies (Guernsey) Law, 2008. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for ensuring that the Directors' Report and other information included in the Annual Report is prepared in accordance with company law applicable in Guernsey. They are also responsible for ensuring that the Annual Report includes information required by the Listing Rules of the Financial Services Authority.

The Directors who held office at the date of the approval of the financial statements confirm that, so far as they are aware:

· There is no relevant audit information of which the Company's auditor is unaware; and

· They have taken all the steps they ought to have taken as Directors to make themselves aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

The Directors confirm that these Financial Statements comply with these requirements.

BUSINESS REVIEW AND TAX STATUS

The Company is a Guernsey based closed-ended investment company, whose Ordinary Shares are listed on the London Stock Exchange. In the opinion of the Directors, the Company has conducted its affairs so as to be able to seek approved investment trust status from HM Revenue and Customs under section 1158 of Corporation Tax Act 2010 for the accounting year ended 30 April 2012.

Pursuant to arrangements between the Association of Investment Companies and HM Revenue and Customs, who have agreed that written approval of investment trust status can be granted within the Corporation Tax Self Assessment Regime, written approval for all accounting periods to 30 April 2011 has been received.

REDEMPTION FACILITY

The purpose of this facility is to permit shareholders to request the redemption of part or all of their shareholding on a four-monthly basis, please refer to Note 17 to the financial statements for more details.

The Directors shall be entitled at their absolute discretion to determine the procedures for the redemption of the Ordinary Shares (subject to the facilities and requirements of CREST and the Companies Law). Without prejudice to the Directors discretion, it is intended that the procedure described below shall apply.

Redemptions may take place on any redemption point. Upon redemption all ordinary shares so redeemed shall be cancelled.

Shareholders may request the redemption of all or any of their ordinary shares on any redemption point, provided that they held the relevant ordinary shares at the immediately preceding redemption point and continue to be beneficially interested in those shares at all times since that date until the redemption point. For the avoidance of doubt, the lending of shares will be regarded as a disposal of beneficial interest.

The right of shareholders to request the redemption of all or any of their ordinary shares on any redemption point shall be exercised by the shareholder delivering to the receiving agent (or to such other person as the Directors may designate for this purpose) a duly completed redemption request. Redemption request forms are available upon request from the Administrator. Redemption requests shall not be valid (unless the Company otherwise agrees) unless they are received by the receiving agent not earlier than 20 days nor later than 10 days before the relevant redemption point.

DIVIDEND

The provisions of section 1158 of Corporation Tax Act 2010 ('s.1158') include a retention test which states that the Company should not retain in respect of any accounting period an amount which is greater than 15% of the income it derives from shares and securities. In general, UK companies are excluded from this condition if they have a negative balance on their revenue reserve, as the Companies Act in the UK does not allow distributions in those circumstances. The relevant laws in Guernsey however, do not prevent such distributions and in order to meet the retention test, on 26 July 2012, the Board declared an interim dividend amounting to $0.25 cents per share. The dividend will be paid on 31 August 2012 to all shareholders on the register on 10 August 2012.

CAPITAL VALUES

At 30 April 2012 the value of net assets available to shareholders was $129,830,251 (2011 - $210,637,076) (net of redemption liability) and the Net Asset Value per share was $1.48 (2011 - $1.35).

PREPARATION OF FINANCIAL STATEMENTS

The financial statements of the Company have been prepared in accordance with IFRS, which comprise standards and interpretations approved by the European Union, and International Accounting Standards, and Standing Interpretations Committee interpretations approved by the IASC that remain in effect.

DIRECTORS' INTERESTS

Certain Directors had a beneficial interest in the Company by way of their investment in the ordinary shares of the Company.

The details of these interests as at 30 April 2012 and 30 April 2011 are as follows:

	Ordinary Shares	Ordinary Shares
	2012	2011
T. Guinness	100,000	100,000
A. Martin Smith	25,000	25,000
N. Lamb	10,000	10,000

The above interests were unchanged at the date of this report.

There were no relevant contracts in force during or at the end of the year in which any Director had an interest. There are no service contracts in issue in respect of the Company's Directors.

No Directors had a non-beneficial interest in the Company during the year under review.

SIGNIFICANT SHAREHOLDINGS

In accordance with the Company's Articles of Association (15 December 2010) the Directors have the ability to request nominee shareholders to disclose the beneficial shareholders they represent. This power has been enforced and based on the information received the following shareholders have a holding in the Company in excess of 3%.

Shareholder	%	Ordinary Shares
South Yorkshire Pension Authority	12.82	11,271,000
LIM Advisors	10.10	8,884,920
1607 Capital Partners	8.70	7,650,330
Miton Asset Management	7.59	6,674,750
CG Asset Management	6.79	5,967,865
Reed Elsevier Pensions	4.86	4,278,250
Investec Asset Management	4.03	3,542,990
Reliance Mutual	3.01	2,650,000

SECRETARY

The Secretary is Northern Trust International Fund Administration Services (Guernsey) Limited.

AUDITORS

Grant Thornton Limited have indicated their willingness to continue in office.

Resolutions re-appointing them and authorising the Directors to fix their remuneration will be proposed at the Annual General Meeting.

PRINCIPAL RISKS AND UNCERTANTIES

As an investment trust, the Company invests in securities for the long term (excluding the redemption facility). The financial investments held as assets by the Company comprise of equity shares (see the Schedule of Investments for a breakdown). As such, the holding of securities, investing activities and financing associated with the implementation of the investment policy involves certain inherent risks. Events may occur that could result in either a reduction in the Company's net assets or a reduction of revenue profits available for distribution.

Set out below are the principal risks inherent in the Company's activities along with the actions taken to manage them. The Board reviews and agrees policies for managing these risks and these policies have remained substantially unchanged since 30 April 2006.

Performance

The Board regularly monitors the Company's investment performance against a number of indices and the peer group.

Discount

A disproportionate widening of the discount relative to the Company's peers could result in loss of value for shareholders. The Board reviews the discount level regularly. The introduction of the redemption facility has improved the liquidity in the Company's shares and minimised the discount to the NAV at which the shares trade.

Regulatory

The Company operates in a complex regulatory environment and faces a number of regulatory risks. Breaches of regulations, such as Section 1158 of the Corporation Tax Act 2010, Guernsey Company Law 2008 and the UKLA Listing Rules, could lead to a number of detrimental outcomes and reputational damage. Section 1158 qualification criteria are continually monitored. The Board relies on the services of the Administrator, Northern Trust International Fund Administration Services (Guernsey) Limited and its professional advisors to ensure compliance with Guernsey Company Law 2008 and the UKLA Listing Rules.

Operational

Like most other investment trust companies, the Company has no employees. The Company therefore relies upon the services provided by third parties and is dependent on the control systems of the Investment Manager, Investment Adviser, Tokyo Sub Adviser and the Company's service providers. The security, for example, of the Company's assets, dealing procedures, accounting records and maintenance of regulatory and legal requirements depends on the effective operation of these systems. These are regularly tested and monitored.

Financial

The financial risks faced by the Company are disclosed in note 15 to the Financial Statements.

Changes to the Board

There were no changes to the Board during the year.

CORPORATE GOVERNANCE AND SHAREHOLDER RELATIONS

Details of the Company's compliance with corporate governance best practice, including information on relations with shareholders, are set out in the Corporate Governance Report on pages 23 to 26 and this statement forms part of the directors' report.

GOING CONCERN

The Directors believe that the Company has adequate resources to continue in operational existence for the foreseeable future. The Company has introduced a redemption facility and as a result the Company has reduced in size over the last 15 months. Because the Company is invested in listed and readily realisable assets these outflows have had no material effect on the Company's ability to meet its ongoing obligations therefore the Directors believe the use of the going concern basis is still appropriate as there are no material uncertainties relating to events or conditions that may cast significant doubt about the ability of the Company to continue as a going concern.

Timothy Guinness Andrew Martin Smith

Chairman Director

23 August 2012

Directors' Remuneration Report

The Board has prepared this report, in accordance with the rules covering good communication to Shareholders. An ordinary resolution for the approval of this report will be put to the members at the forthcoming Annual General Meeting.

REMUNERATION COMMITTEE

The Board as a whole fulfils the function of a Remuneration Committee. The Company's financial adviser, corporate broker and company secretary, will be asked to provide advice when the Directors consider the level of Directors' fees.

POLICY ON DIRECTORS' FEES

The Board's policy is that the remuneration of non-executive Directors should reflect the experience of the Board as a whole and be fair and comparable to that of other investment trusts that are similar in size, have a similar capital structure and have a similar investment objective.

The fees for the non-executive Directors are determined within the limits of £200,000 set out in the Company's Articles of Association. The Directors are not eligible for bonuses, pension benefits, share options, long-term incentive schemes or other benefits.

DIRECTORS' SERVICE CONTRACTS

It is the Board's policy that none of the Directors have a service contract. Directors are appointed initially until the following Annual General Meeting when, under the Company's Articles of Association it is required that they be re-elected by shareholders. Thereafter two directors shall retire by rotation, or if only one director is subject to retire by rotation he shall retire. The retiring directors will then be eligible for re-appointment having been considered for re-appointment by the Chairman and other directors.

COMPANY'S PERFORMANCE

For the purpose of this report the Board is required to select an index against which the Company's performance can be measured. Although performance is not measured against a single benchmark the Topix TR (US$) and the Tokyo Second Market (US$) have been selected for this purpose. The graphs below show the fund price and total return over five years and from inception (assuming all dividends are reinvested) to Ordinary shareholders against the Topix TR (US$) and the Tokyo Second Market TR (US$ ) on a total return basis until 30 April 2012.

DIRECTORS' EMOLUMENTS FOR THE YEAR

Directors' emoluments are paid in sterling. The Directors who served in the year received the following emoluments in the form of fees:

		Year ended	Year ended
		30-Apr-12	30-Apr-11
Regular fees		GBP	GBP
Timothy Guinness		30,000	20,000
Noel Lamb	(appointed 1 February 2011)	25,000	3,750
Eric Boyle		25,000	15,000
Andrew Martin Smith		27,500	15,000
Takeshi Murakami		25,000	15,000
Christopher Jones	(retired 17 November 2010)	-	8,674
		132,500	77,424

Additional payment in respect of the restructuring of the Company and the implementation of the redemption facility for the year ended 30 April 2012.

Timothy Guinness	10,000	7,000
Eric Boyle	10,000	10,000
Andrew Martin Smith	10,000	10,000
	30,000	27,000

Total Payment	162,500	104,424

APPROVAL

A resolution for the approval of the Directors' Remuneration Report for the year ended 30 April 2012 will be proposed at the Annual General Meeting.

By order of the Board

Timothy Guinness Andrew Martin Smith

Chairman Director

23 August 2012

Corporate Governance

INTRODUCTION

The following Corporate Governance statement forms part of the Directors' Report on pages 17 to 20 (DTR 7.2.1). The Board of Atlantis Japan Growth Fund Limited (the "Company") has considered the principles and recommendations of the AIC Code of Corporate Governance ("AIC Code") by reference to the AIC Corporate Governance Guide for investment Companies ("AIC Guide"). The AIC Code, as explained by the AIC Guide, addresses all the principles set out in the UK Corporate Governance Code, as well as setting out additional principles and recommendations on issues that are of specific relevance to the Company.

On 30 September 2010, the Financial Reporting Council provided the AIC with an updated endorsement letter to cover the fifth edition of the AIC Code. The endorsement confirms that by following the AIC Code investment company boards should fully meet their obligations in relation to the UK Corporate Governance Code and paragraph LR 9.8.6 of the Listing Rules.

The Board considers that reporting against the principles and by reference to the AIC Guide (which incorporates the UK Corporate Governance Code), is appropriate notwithstanding that Guernsey Companies are not required to provide better information to shareholders.

The company has complied with the recommendations of the AIC Code and the relevant provisions of the UK Corporate Governance Code, except as set out below.

Ø        the role of the chief executive
Ø        executive directors' remuneration
Ø        the need for an internal audit function

For the reasons set out in the AIC Guide, and as explained in the UK Corporate Governance Code, the Board considers these provisions are not relevant to the position of the Company, being an externally managed investment company. The Company has therefore not reported further in respect of these provisions.

THE BOARD

Disclosures under Principle 5 of the AIC Code

The Board is comprised of five independent non-executive directors including the Chairman, Timothy Guinness. The Board does not consider it necessary to appoint a senior independent director.

The Board has not appointed a remuneration committee but being comprised of wholly independent directors, the whole Board considers these matters regularly. The Board considers Agenda Items formally laid out in the Notice and Agenda, which are formally circulated to the Board in advance of the Meeting as part of the Board Papers.

The primary focus at Board Meetings is a review of investment performance and associated matters such as gearing, asset allocation, marketing and investor relations, peer group information and industry issues. There were seven board meetings (2010-2011: 9) and two audit committee meetings (2010-2011: 2) held during the accounting year 1 May 2011 to 30 April. The table below shows the number of formal meetings attended by each director during the accounting year.

Director Board Meetings Attended Audit Committee Meetings Attended

Timothy Guinness 7 2

Eric Boyle 7 2

Andrew Martin Smith 7 2

Takeshi Murakami 7 n/a

Noel Lamb 7 2

In addition to the meetings held above there were also 14 other committee meetings held during the year in relation to the operation of the redemption facility and other operational matters.

THE BOARD (continued)

Disclosures under Principle 5 of the AIC Code (continued)

Directors are appointed initially until the following Annual General Meeting when, under the Company's Articles of Association it is required that they be re-elected by shareholders. Thereafter two directors shall retire by rotation, or if only one director is subject to retire by rotation he shall retire. The retiring directors will then be eligible for reappointment having been considered for reappointment by the Chairman and other directors.

The Board evaluates its performance and considers the tenure of each director on an annual basis, and considers that the mix of skills, experience, ages and length of service to be appropriate to the requirements of the Company.

In 2013 the Directors will make arrangements for an independent third party to carry out this evaluation in accordance with principle 7 of the AIC code.

Having served on the Board for more than nine years Mr Timothy Guinness, Mr Eric Boyle and Mr Andrew Martin Smith are subject to annual re-election in accordance with the UK Corporate Governance Code and all three directors will offer themselves for re-election. The Board considers that Messrs Guinness, Boyle and Martin Smith continue to be independent of mind and that their length of service and breadth of experience enhances the effective management of the company. In addition Mr Takeshi Murakami as well as Mr Boyle will retire by rotation in accordance with the articles of incorporation and offers themselves for re-election. The Board confirms the performance of all directors has been subject to formal evaluation and that they continue to be effective in their role. The Board firmly recommends to shareholders that all directors should be re-elected.

There is an agreed procedure for Directors to take independent professional advice if necessary, and at the Company's expense. This is in addition to the access which every Director has to the advice of the Company Secretary.

The Company has taken out Insurance with Heath Lambert in respect of the Directors' liability. For the period 1 May 2011 to 30 April 2012 the charge was GBP 13,735.

Gender diversity and Lord Davies review into Women on Boards

The Davies review into Women on Boards recommended that companies make available a formal statement over their intentions concerning gender diversity. The Board notes the proposals set out by Lord Davies in his Review on Women on Boards. They will be taken into account when considering new appointments to the Board. A good knowledge of investment management generally, Japan investment management specifically and investment trust industry matters and sophisticated investor concerns relevant to this company will nonetheless remain the key criteria by which new Board candidates will be sought.

INTERNAL CONTROLS

The Board has delegated the responsibility for the management of the Company's investment portfolio, the provision of custody services and the administration, registrar and corporate secretarial functions including the independent calculation of the Company's Net Asset Value and the production of the Annual Report and Financial Statements which are independently audited. Whilst the Board delegates responsibility, it retains responsibility for the functions it delegates out and is responsible for the risk management and systems of internal control. Formal contractual agreements have been put in place between the Company and providers of these services.

The Board of Directors directly on an ongoing basis and via its Audit Committee has implemented a system to identify and manage the risks inherent in such contractual arrangements by assessing and evaluating the performance of the service providers including financial, operational and compliance controls and risk management systems. On an ongoing basis compliance reports are provided at each Board Meeting from the Administrator, Northern Trust International Fund Administration Services (Guernsey) Limited and the Audit Committee reviews the SSAE 16 report on this service provider.

INTERNAL CONTROLS (continued)

The extent and quality of the systems of internal control and compliance adopted by the Investment Manager Investment Adviser and AIRC Investment Sub-Adviser, are also reviewed on a regular basis, and the primary focus at each Board Meeting is a review of investment performance and associated matters such as gearing, asset allocations, marketing and investment relations, peer group information and industry issues. The Board also closely monitors the level of discount and has the ability to buy back shares in the market should the discount be substantially greater than that of the Company's peer group.

The Board believes that it has implemented an effective system for the assessment of risk, but the Company has no staff, has no internal audit function and can only give reasonable but not absolute assurance that there has been no material financial misstatement or loss.

COMMITTEES

The Board has established an Audit Committee which is described below.

The Board has not appointed a Management Engagement Committee or Nomination Committee but has chosen to assess and review the performance of the Board and contractual arrangements with the manager and investment adviser on an annual basis by the entire Board who are independent non-executive directors. Details of the Investment Management agreement are shown in note 5 to the Financial Statements.

Audit Committee

The Audit Committee operates within defined terms of reference. The Audit Committee's responsibilities include:

- Review of draft Annual and Interim report and financial statements

- Review of independence and objectivity of the Auditors

- Review of audit fees

The Audit Committee is appointed by the Board and comprises Mr Martin Smith as Chairman, Mr Guinness, Mr Boyle and Mr Lamb.

The function of the Audit Committee is to ensure that the Company maintains the highest standards of integrity, financial reporting and internal control.

The Audit Committee meets with the Company's external auditors annually to review the Audited Accounts.

The Audit Committee meets at least twice a year and may meet more frequently if the Audit Committee deems necessary or if required by the Company's Auditors.

The Company's Auditors are advised of the timing of the Audit Committee Meetings. The Audit Committee has access to the Compliance officers of the Investment Adviser, the Administrator and the Custodian.

The Company Secretary is the Secretary of the Audit Committee and attends all Meetings of the Audit Committee.

The Audit Committee is satisfied that auditor objectivity and independence is not impaired by the performance by Grant Thornton UK LLP of non-audit tax services, which cover UK tax compliance services. The Audit Committee considers that the appointment of a third party unfamiliar with the Company to carry out non-audit services of UK tax compliance would not benefit shareholders since they would incur unnecessary additional expense. Grant Thornton UK LLP is UK-based and provides non-audit tax advice to the Company. The auditors are Grant Thornton Limited, based in Guernsey.

The Audit Committee is authorised by the Board to investigate any activity within its terms of reference. It is authorised to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.

SHAREHOLDER RELATIONS

The Board monitors the trading activity and shareholder profile on a regular basis and maintains contact with the Company's stockbroker to ascertain the views of shareholders. Shareholders where possible are contacted directly on a regular basis, and shareholders are invited to attend the Company's Annual General Meeting in person and ask questions of the Board of Directors and Investment Manager. Following the Annual General Meeting each year the Investment Manager gives a presentation to the shareholders.

The Company reports to Shareholders twice a year and a proxy voting card is sent to shareholders with the Annual Report and Financial Statements. The Registrar monitors the voting of the shareholders and proxy voting is taken into consideration when votes are cast at the Annual General Meeting. Shareholders may contact the Directors via the Company Secretary.

EVALUATION OF PERFORMANCE OF INVESTMENT MANAGER

The investment performance is reviewed at each regular Board meeting at which representatives of the Investment Manager are required to provide answers to any questions raised by the Board. The Board has instigated a periodic formal review of the Investment Manager which includes consideration of:

§ performance compared with benchmark and peer group;

§ investment resources dedicated to the company;

§ investment management fee arrangements and notice period compared with peer group; and

§ marketing effort and resources provided to the Company.

In the opinion of the Directors the continuing appointment of the Manager on the terms agreed is in the interests of the Company's shareholders as a whole.

By order of the Board

Timothy Guinness Andrew Martin Smith

Chairman Director

23 August 2012

Independent Auditor's Report to the Members of

Atlantis Japan Growth Fund Limited

For the year ended 30 April 2012

We have audited the financial statements of Atlantis Japan Growth Fund Limited for the year ended 30 April 2012 which comprise the Statement of Comprehensive Income, the Statement of Changes in Equity, the Statement of Financial Position, the Statement of Cash Flows, and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

This report is made solely to the company's members, as a body, in accordance with Section 262 of The Companies (Guernsey) Law, 2008. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of directors and auditors

As described in the Statement of Directors' Responsibilities on page 17 the company's directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view.

Our responsibility is to audit and express an opinion on the financial statements, in accordance with applicable legal and regulatory requirements and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the annual report to identify material inconsistencies with the audited financial statements. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

Opinion on the financial statements

In our opinion the financial statements:

· give a true and fair view of the state of the company's affairs as at 30 April 2012 and of its profit or loss and changes in the financial position for the year then ended;

· have been properly prepared in accordance with IFRSs as adopted by the European Union; and

· have been prepared in accordance with the requirements of The Companies (Guernsey) Law, 2008.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where The Companies (Guernsey) Law, 2008 requires us to report to you, if in our opinion:

· the company has not kept proper accounting records; or

· the financial statements are not in agreement with the accounting records and returns; or

· we have not received all the information and explanations, which to the best of our knowledge and belief, are necessary for the purposes of our audit.

Under the Listing Rules we are required to to review:

· the part of the Corporate Governance Statement relating to the Company's compliance with the nine provisions of the 2010 UK Corporate Governance Code specified for our review: and

· certain elements of the report to the shareholders by the Board on directors' remuneration.

Grant Thornton Limited

Chartered Accountants

St Peter Port, Guernsey, Channel Islands

23 August 2012

Statement of Comprehensive Income

For the year ended 30 April 2012

		Revenue	Capital	Total	Revenue	Capital	Total
Notes		$'000	$'000	$'000	$'000	$'000	$'000
	Income
4	Gains on investments held at fair value	-	8,585	8,585	-	11,956	11,956
	Exchange gain/(loss)	-	939	939	-	(2,669)	(2,669)
	Dividend income	3,867	-	3,867	5,395	-	5,395

		3,867	9,524	13,391	5,395	9,287	14,682
	Expenses
5	Investment management fee	1,634	-	1,634	3,611	-	3,611
6	Custodian fees	135	-	135	173	-	173
7	Administration fees	209	-	209	243	-	243
17	Redemption facility expenses	(190)	-	(190)	1,176	-	1,176
	Registrar and transfer agent fees	24	-	24	25	-	25
8	Directors' fees and expenses	238	-	238	203	-	203
	Insurance fees	22	-	22	31	-	31
	Audit fee	35	-	35	31	-	31
	Printing and advertising fees	33	-	33	35	-	35
	Legal and professional fees	206	-	206	178	-	178
	Listing fees	5	-	5	7	-	7
	Miscellaneous expenses	25	-	25	7	-	7

		2,376	-	2,376	5,720	-	5,720
	Finance cost
	Interest expense and bank charges	513	-	513	524	-	524

	Profit/(loss) before tax	978	9,524	10,502	(849)	9,287	8,438

9	Taxation	(270)	-	(270)	(376)	-	(376)
	Profit/(loss) and total
	comprehensive income for the year	708	9,524	10,232	(1,225)	9,287	8,062

10	Earnings/(deficit) per ordinary share	$0.006	$0.087	$0.093	$(0.006)	$0.047	$0.041

All of the Company's income and expenses are included in the profit/loss for the year and therefore the profit for the year is also the Company's comprehensive income for the year, as defined by IAS 1(revised). In arriving at the result for the year, all amounts above relate to continuing activities.

The total column in this statement represents the Company's Statement of Comprehensive Income, prepared in accordance with IFRS. The supplementary revenue and capital columns are both prepared under guidance published by the Association of Investment Companies.

Statement of Changes In Equity

For the year ended 30 April 2012

		Ordinary			Capital	Capital	Capital Reserve/
		Share	Share	Revenue	Reserve/	Reserve/	Exchange
		Capital	Premium	Reserve	Realised	Unrealised	Differences	Total
Notes		$'000	$'000	$'000	$'000	$'000	$'000	$'000
	Balances at 1st May 2011	-	126,804	(21,795)	87,649	32,767	(14,788)	210,637

	Movements during the year
	Redemptions	-	(90,065)	-	-	-	-	(90,065)
	Shares bought into treasury	-	-	(974)	-	-	-	(974)
4	Gain on investments sold	-	-	(21,287)	21,287	-	-	-
4	Movement on loss on valuation of investments	-	-	12,702	-	(12,702)	-	-
	Gain on foreign exchange	-	-	(939)	-	-	939	-
	Total comprehensive income	-	-	10,232	-	-	-	10,232

	Balances at 30th April 2012	-	36,739	(22,061)	108,936	20,065	(13,849)	129,830

					Capital	Capital	Capital Reserve/
		Ordinary Share	Share	Revenue	Reserve/	Reserve/	Exchange
		Capital	Premium	Reserve	Realised	Unrealised	Differences	Total
		$'000	$'000	$'000	$'000	$'000	$'000	$'000
	Balances at 1st May 2010	204	192,650	(20,571)	73,750	34,711	(12,119)	268,625
								-
	Movements during the year							-
	Stock split	(204)	204	-	-	-	-	-
	Redemptions	-	(66,050)	-	-	-	-	(66,050)
	Shares bought into treasury	-	-	-	-	-	-	-
4	Gain on investments sold	-	-	(13,899)	13,899	-	-	-
4	Movement on loss on valuation of investments	-	-	1,944	-	(1,944)	-	-
	Loss on foreign exchange	-	-	2,669	-	-	(2,669)	-
	Total comprehensive income	-	-	8,062	-	-	-	8,062

	Balances at 30th April 2011	-	126,804	(21,795)	87,649	32,767	(14,788)	210,637

Statement of Financial Position

As at 30 April 2012

		30th April 2012	30th April 2011
Notes		$'000	$'000
	Non Current Assets
2(f),11	Financial assets at fair value
	through profit or loss	145,240	231,434


	Current Assets
	Due from brokers	746	1,252
2(d)	Dividends and other receivables	1,524	2,359
2(g)	Cash and cash equivalents	920	17,499

		3,190	21,110
	Current Liabilities
	Due to brokers	(148)	(1,071)
	Due to shareholders	-	(9,513)
	Payables and accrued expenses	(322)	(719)
2(h), 12	Loans payable	(18,130)	(30,604)

		(18,600)	(41,907)
	Net Current Liabilities	(15,410)	(20,797)


15	Net Assets	129,830	210,637

	Equity
14	Ordinary share capital	-	-
14	Share premium	36,739	126,804
	Revenue reserve	(22,061)	(21,795)
2(l)	Capital reserve	115,152	105,628

17	Net Assets Attributable to Equity Shareholders	129,830	210,637

	Net Asset Value per Ordinary Share*	$1.48	$1.35

*Based on the Net Asset Value at the year end divided by the number of shares in issue: 87,948,865 (30 April 2011 - 156,182,220)

Approved by the Board of Directors on 23 August 2012 and signed on its behalf by:

Timothy Guinness Andrew Martin Smith

Chairman Director

Statement of Cash Flows

For the year ended 30 April 2012

		30th April 2012	30th April 2011
Notes		$'000	$'000
	Reconciliation of profit for the year to net cash flow
	from operating activities
	Profit before taxation	10,502	8,438
4	Gain on investments held at fair value	(8,585)	(11,956)
	Exchange (gain)/loss	(939)	2,669
	Interest expense	513	524
	Decrease/(Increase) in debtors and accrued income	835	(54)
	Decrease in creditors	(397)	(2)
9	Taxation paid	(270)	(376)

	Net cash flows from operating activities	1,659	(757)

	Investing Activities
	Purchase of investments	(206,282)	(190,822)
	Sale of investments	300,643	267,433

	Net cash inflow from investing activities	94,361	76,611

	Net cash inflow before financing	96,020	75,854

	Cash flows from financing activities
	Interest paid	(586)	(481)
	Redemptions	(100,552)	(56,536)
	Net loans repaid	(12,816)	(5,293)


	Net cash outflow from financing activities	(113,954)	(62,310)

	Net (decrease)/increase in cash and cash equivalents	(17,934)	13,544

	Exchange movements	1,355	1,912

	Movement in cash and cash equivalents in the year	(16,579)	15,456

	Cash and cash equivalents at beginning of year	17,499	2,043

	Cash and cash equivalents at end of year	920	17,499

Notes to the Financial Statements

For the year ended 30 April 2012

1. GENERAL

Atlantis Japan Growth Fund Limited (the "Company") was incorporated in Guernsey on
13 March 1996. The Company commenced activities on 10 May 1996. The Company has a premium listing on the London Stock Exchange.

2. ACCOUNTING POLICIES

a) Statement of Compliance

The financial statements of the Company have been prepared in accordance with International Financial Reporting Standards ("IFRS"), which comprise standards and interpretations approved by the European Union and International Accounting Standards, and Standing Interpretations Committee interpretations approved by the IASC that remain in effect.

Basis of accounting

The annual Financial Statements have been prepared under the historical cost convention, as modified by the revaluation of financial assets and financial liabilities held at fair value through profit or loss, and in accordance with International Financial Reporting Standards (IFRS), The Association of Investment Companies (AIC Code) and Statement of Recommended Practice (SORP) for Investment Trust Companies and Venture Capital Trusts which are not in conflict with IFRS and the Principal Documents.

The preparation of the Financial Statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and the reported amounts of assets and liabilities, income and expense. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates.

The accounting policies adopted are consistent with those of the previous financial year and are set out below:

New and revised IFRSs applied with no material effect in the financial statements

IAS 24 Related Party Disclosures

The main change compared to the existing IAS 24 is a revised definition of related parties, together with miscellaneous other changes.

Amendments to IFRS 7: Disclosures - Transfers of Financial Assets

The amendments increase the disclosure requirements for transactions involving transfers of financial assets. These amendments are intended to provide greater transparency around risk exposures when a financial asset is transferred but the transferor retains some level of continuing exposure in the asset. The amendments also require disclosures where transfers of financial assets are not evenly distributed throughout the period.

IFRIC 19: Extinguishing Financial Liabilities with Equity Instruments

IFRIC 19 addresses the accounting by an entity when the terms of a financial liability are renegotiated and result in the entity issuing equity instruments to a creditor to extinguish all or part of the financial liability. These transactions are sometimes referred to as 'debt for equity swaps'.

New and revised IFRSs in issue but not yet effective

IFRS 9 Financial Instruments

IFRS 9, Financial Instruments issued in November 2009 and October 2010, is being issued in phases and introduces new requirements dealing with recognition, classification, and measurement and derecognition of financial assets and liabilities. These chapters are effective for annual periods beginning 1 January 2015. Further chapters dealing with impairment methodology and hedge accounting are still being developed. The Company's management have yet to assess the impact of this new standard on the Company's Financial Statements. However, they do not expect to implement IFRS 9 until all of its chapters have been published and they can comprehensively assess the impact of all changes.

IFRS 13 Fair Value Measurement

IFRS 13 does not affect which items are required to be fair-valued, but clarifies the definition of fair value and provides related guidance and enhanced disclosures about fair value measurements. It is applicable for annual periods beginning on or after 1 January 2013. The Company's management has yet to assess the impact of this new standard.

Amendments to IAS 1 Presentation of Financial Statements

The IAS 1 Amendments require an entity to group items presented in other comprehensive income into those that, in accordance with other IFRSs: (a) will not be reclassified subsequently to profit or loss and (b) will be reclassified subsequently to profit or loss when specific conditions are met. It is applicable for annual periods beginning on or after 1 July 2012. This will change the presentation of items in other comprehensive income but will not affect the measurement or recognition of such items. This does not affect the Company since there are no items in other comprehensive income.

b) Going Concern

The Directors believe that the Company has adequate resources to continue in operational existence for the foreseeable future. Following the introduction of the redemption facility the fund has halved in size in 2 years from a Net Asset Value of $269m at 30 April 2010 to $130m at 30 April 2012 with $90m being redeemed during the current financial year. The Directors are actively monitoring the redemptions to ensure that there are adequate funds available for the Company to meet its ongoing obligations therefore the Directors believe the use of the going concern basis is still appropriate as there are no material uncertainties relating to events or conditions that may cast significant doubt about the ability of the Company to continue as a going concern.

c) Presentation of Statement of Comprehensive Income

In order to better reflect the activities of an investment trust company supplementary information which analyses the Statement of Comprehensive Income between items of a revenue and capital nature has been presented alongside the Statement of Comprehensive Income.

d) Income Recognition

Dividends arising on the Company's investments are accounted for on an ex-dividend basis. Investment income is accounted for gross of withholding tax.

e) Expenses

All expenses are recognised on an accruals basis and have been charged against revenue, with the exception of transaction costs, which have been charged against capital.

f) Investments

The Company's business is investing in financial assets with a view to profiting from their total return in the form of income and capital growth. This portfolio of financial assets is managed and its performance evaluated on a fair value basis, in accordance with a documented investment strategy, and information about the portfolio is provided internally on that basis to the Company's Board of Directors.

Accordingly, upon initial recognition the investments are designated by the Company as 'at fair value through profit or loss'. They are included initially at fair value, which is taken to be their cost (excluding expenses incidental to the acquisition which are written off in the Statement of Comprehensive Income, and allocated to the capital column of the Statement of Comprehensive Income at the time of acquisition). Subsequently, the investments listed overseas are valued at 'fair value', which is bid price (where a bid price is available) or otherwise at fair value based on published price quotations.

Gains and losses on non-current asset investments are included in the Statement of Comprehensive Income as capital.

g) Cash and Cash Equivalents

Cash and cash equivalents comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less.

For the purposes of the Statement of Cash Flows, cash and cash equivalents consist of cash and cash equivalents, as defined above, net of outstanding bank overdrafts.

h) Loans Payable

All loans are initially recognised at cost, being the fair value of the consideration received, less issue costs where applicable. After initial recognition, all interest bearing loans and borrowings are subsequently measured at amortised cost. Amortised cost is calculated by taking into account discount or premium on settlement. Any costs of arranging any interest-bearing loans are capitalised and amortised over the life of the loan.

i) Foreign Currencies

The Company's investments are predominately denominated in Japanese yen. The Company's obligation to shareholders is denominated in US dollars and when appropriate, the Company may hedge the exchange rate risk from yen to US dollars. Therefore, the functional currency is US dollars, which is also the presentational currency of the Company. Transactions involving currencies other than US dollars, are recorded at the exchange rate ruling on the transaction date. At each Statement of Financial Position date, monetary items and non-monetary assets and liabilities that are fair valued, which are denominated in foreign currencies, are retranslated at the closing rates of exchange.

Exchange differences arising from retranslating at the Statement of Financial Position date:

- investments and other financial instruments measured at fair value through profit or loss; and

- other monetary items;

and arising on settlement of monetary items, are included in the Statement of Comprehensive Income and allocated as capital if they are of a capital nature, or as revenue if they are of a revenue nature.

j) Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on the taxable profit for the year. Taxable profit differs from net profit as reported in the Statement of Comprehensive Income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that were applicable at the Statement of Financial Position date.

In line with the recommendations of the AIC SORP, the allocation method used to calculate tax relief on expenses presented against capital returns in the supplementary information in the Statement of Comprehensive Income is the "marginal basis". Under this basis, if taxable income is capable of being offset entirely by expenses presented in the revenue return column of the Statement of Comprehensive Income, then no tax relief is transferred to the capital return column.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. A deferred tax liability is recognised in full for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Investment trusts which have approval as such under section 1158 of the Corporation Tax Act 2010 are not liable for taxation on capital gains.

The carrying amount of deferred tax assets is reviewed at each Statement of Financial Position date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the Statement of Comprehensive Income, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

k) Financial Liabilities

Financial liabilities are recognised when the Company becomes a party to the contractual agreements of the instrument. Trade and other payables are initially recognised at their nominal value and subsequently measured at amortized cost less settlement payments. Financial liabilities are derecognised from the Statement of Financial Position only when the obligations are extinguished either through discharge, cancellation or expiration.

l) Capital Reserve

The capital reserve distinguishes between gains/(losses) on sale or disposals and valuation gains/(losses) on investments. The capital reserve consists of realised gains/(losses) on investments, movement in valuation gains/(losses) on investments and gains/(losses) relating to foreign exchange.

3. OPERATING SEGMENTS

The Board of Directors makes the strategic resource allocations on behalf of the Company and is responsible for the Company's entire portfolio. The Board is of the opinion that the Company is engaged in a single geographic and economic segment business. The asset allocation decisions are based on a single, integrated investment strategy, and the Company's performance is evaluated on an overall basis.

The internal reporting provided to the Directors for the Company's assets, liabilities and performance is prepared on a consistent basis with the measurement and recognition principles of IFRS.

As required by IFRS 8, the total fair value of the financial instruments held by the Company by each major geographical segment, and the equivalent percentages of the total value of the Company, are reported in the Portfolio Statement.

Revenue earned is reported separately on the face of the Statement of Comprehensive Income as dividend income received from Japanese equities.

4. GAINS ON INVESTMENTS HELD AT FAIR VALUE

	2012	2011
	$'000	$'000

Proceeds from sales of investments	300,138	268,833
Original cost of investments sold	(278,851)	(254,448)

Gains on investments sold during the year	21,287	14,385

Net valuation loss for the year	(12,702)	(2,429)

Gains on investments held at fair value	8,585	11,956

5. INVESTMENT MANAGEMENT FEE

The Company pays to the Investment Manager a fee accrued weekly and paid monthly in arrears at the annual rate of 1 per cent of the weekly Net Asset Value of the Company. For the year ended 30th April 2012, total investment management fees were $1,633,747 (2011 - $3,611,010) of which $108,814 (2011 - $157,844) is due and payable as at that date.

On 29 February 2012 the Company appointed Tiburon Partners LLP as its Investment Advisor replacing Atlantis Investment Management Limited. Under the terms of the Investment Management Agreement dated 27 February 2012, the Investment Manager, AFMG Limited, will continue in office until a resignation is tendered or the contract is terminated. In both circumstances, a resignation or termination must be given with a notice period which must not be less than three months, and be in accordance with the Investment Management Agreement. Fees payable to the Investment Adviser are met by the Investment Manager.

6. CUSTODIAN FEES

The Company pays to the Custodian a fee accrued weekly at a rate of 0.03 per cent of the total weekly Net Asset Value of the assets held by the Custodian or Sub-Custodian, together with transaction charges.

Redemption Pool Fees

The custodian shall also be entitled to receive a fee from the Company of 0.03 per cent per annum of the Net Asset Value of any redemption pool together with transaction charges. (Please refer to note 17 for details of the redemption pool facility).

For the year ended 30 April 2012, total custodian fees were $135,185 (2011 - $172,939) of which $10,342 (2011- $20,805) is due and payable as at that date.

7. ADMINISTRATION FEES

The Company pays to the Administrator a fee accrued weekly and paid monthly in arrears at the annual rate of:

Market Value Annual Rate

Up to US$50,000,000 0.18%

US$50,000,001 to US$100,000,000 0.135%

US$100,000,001 to US$200,000,000 0.0675%

Thereafter 0.02%

Redemption Pool Administration Fees

At each redemption date a charge in respect of the preparatory work for the set-up and calculation of investment and redemption prices at £7,500 will be payable. (Please refer to note 17 for details of the redemption pool facility).

An additional fee will be payable on the market value of the assets of that redemption pool of:

Market Value Annual Rate

Up to US$25,000,000 0.18%

US$25,000,001 to US$50,000,000 0.135%

Thereafter 0.0675%

For the year ended 30 April 2012, total administration and registrar fees were $224,686 (2011 - $267,099) of which $32,638 (2011 - $19,833) is due and payable as at that date.

8. DIRECTORS' FEES AND EXPENSES

Each of the Directors is entitled to receive a fee from the Company, being £30,000 per annum for the Chairman, £27,500 per annum for the Chairman of the audit committee and £25,000 per annum for each of the other Directors. In addition, the Company reimburses all reasonably incurred out-of-pocket expenses of the Directors. For the year ended 30 April 2012, total directors' fees and expenses were $238,457 (2011 - $202,839) of which $66,609 (2011 -$78,596) is due and payable as at that date.

In addition to the directors' regular annual fee a payment of £10,000 was made to Mr Timothy Guinness, Mr Eric Boyle and Mr Andrew Martin Smith in relation to the additional work carried out on behalf of the Company in respect of the restructuring of the Company and the implementation of the redemption facility. The Directors are the only key management personnel. The total key management compensation was $162,500 (2011: $104,424).

9. TAXATION

The Company is exempt from taxation in Guernsey under the provisions of The Income Tax (Exempt Bodies) (Guernsey) Ordinance, 1989 and has paid an annual exemption fee of £600, however the Company is subject to UK tax being a UK tax resident to comply with the Section 1158 of the Corporation Tax Act 2010.

	2012	2011
	$'000	$'000

Corporation tax at 27.8% (2011: 27.8%)	-	-
Irrecoverable overseas tax	270	376
Tax charge in respect of the current year	270	376

Current Taxation

The current taxation charge for the year is different from the standard rate of corporation tax in the UK (28%). The differences are explained below.

	2012	2011
	$'000	$'000
Profit before tax	10,502	8,438
Capital profit for the year	(9,524)	(9,287)
Tax gain/(loss) for the year	978	(849)

Theoretical tax at UK corporation tax rate of 27.8% (2011 - 27.8%)	272	(238)

Effects of:
Relief for losses brought forward	(197)	343
Relief for overseas tax suffered	(75)	(105)
Overseas tax written off	270	376
Actual current tax charge	270	376

The Company is an investment trust and therefore is not taxable on capital gains.

Factors that may affect future tax charges

The investment trust has excess management expenses of $31,171,467 (2011 - $31,946,907) that are available to offset future taxable revenue. A deferred tax asset has not been recognised in respect of these amounts as they will be recoverable only to the extent that there is sufficient future taxable revenue.

Future tax changes

The main changes to HMRC's new ITC tax regime which will apply from next year are as follows:-

· New tax regime for accounting periods beginning on or after 1 January 2012

· Retrospective annual approval process replaced by a single initial process and meeting ongoing obligations

· Requirement to register by 90 days after the end of the first accounting period for which approval is sought

· New rules abolish 15% holding test and the requirements to prohibit distribution of capital as dividends

· New white list will avoid trading concerns

It is the Company's intention to apply these changes going forward.

10. EARNINGS/(DEFICIT) PER ORDINARY SHARE

The earnings per ordinary share figure is based on the net profit for the year of $10,231,923 (2011 - $8,061,922) and on 109,002,406 being the weighted average number of shares in issue at 30 April 2012 (2011: 196,173,281).

The earnings/(deficit) per ordinary share figure can be further analysed between revenue and capital, as below.

	2012	2011
	$'000	$'000

Net revenue gain/(loss)	708	(1,225)
Net capital profit	9,524	9,287
Net total profit	10,232	8,062

Weighted average number of ordinary shares
in issue during the year	109,002,406	196,173,281

	$	$
Revenue gain/(loss) per ordinary share	0.006	(0.006)
Capital profit per ordinary share	0.087	0.047
Total profit per ordinary share	0.093	0.041

11. FINANCIAL ASSESTS AT FAIR VALUE THROUGH PROFIT OR LOSS

	2012	2011
	$'000	$'000

Cost of investments brought forward	198,667	262,551
Cost of purchase of investments	205,359	191,050
Proceeds on disposal of investments	(300,138)	(268,833)
Gain on disposal of investments	21,287	13,899
Cost of investments carried forward	125,175	198,667


Cost of investments	125,175	198,667
Gain on valuation	20,065	32,767
Fair value of investments at year end	145,240	231,434

12. LOANS PAYABLE

Loan	Interest	Maturity	2012	2011
Amount	Rate	Date	$'000	$'000

5 year committed fixed rate
credit facility
Y1,453,000,000	1.55%	7 June 2012	18,130	-
Y1,500,000,000	2.03%	7 July 2011	-	18,362
Y1,000,000,000	2.05%	31 July 2011	-	12,242

Loan due for repayment within one year			18,130	30,604

13. FORWARD CURRENCY CONTRACTS

There were no open contracts at 30 April 2012.

At 30 April 2011 the following forward currency contract was open.

Currency Bought		Currency Sold		Maturity Date		Unrealised gain
GBP 14,917		US$ 24,493		03/05/2011		US$352

14. SHARE CAPITAL AND SHARE PREMIUM

	2012	2011
a) Authorised	$'000	$'000

87,948,865 Ordinary Shares of no par value (2011: - 156,182,220)	88	204

The Company may also issue C shares being a convertible share in the capital of the company of no par value. C shares shall not have the right to attend or vote at any general meeting of the Company. The holders of C shares of the relevant class shall be entitled, in that capacity to receive a special dividend such amount as the directors may resolve to pay out of the net assets attributable to the relevant C share class and from income received and accrued attributable to the relevant C share class for the period up to the conversion date payable on a date falling before, on or after the conversion date as the Directors may determine. There are no C shares currently in issue.

The rights which the ordinary shares convey upon the holders thereof are as follows:

Voting Rights

(i) on a show of hands, every Member who is present shall have one vote; and ii) on a poll a Member present in person or by proxy shall be entitled to one vote per ordinary share held.

Entitlement to Dividends

The Company may declare dividends in respect of the ordinary shares.

Rights in a Winding-up

The holders of ordinary shares will be entitled to share in the Net Asset Value of the Company as determined by the Liquidator.

b) Issued
Ordinary Shares	Number of Shares	Share Capital	Share Premium
		$'000	$'000

In issue at 30 April 2012	87,948,865	-	36,739

In issue at 30 April 2011	156,182,220	-	126,804

Reconciliation of number of shares	Number of Shares	Number of Shares
	2012	2011
Shares of no par value
Issued shares at the start of the year (i)	156,182,220	204,356,270
Issue of new shares	-	-
Redemption of shares	(67,485,171)	(48,174,050)
Purchase of shares into Treasury	(748,184)	-
Number of shares at the end of the year	87,948,865	156,182,220

Shares held in Treasury
Opening balance at the start of the year	-	-
Shares bought in to Treasury during the year	748,184	-
Treasury shares cancelled	-	-
Number of shares at the end of the year	748,184	-

(i) After stock split 16 December 2010 (10 shares for every 1 share held)

Shareholders are entitled to receive any dividends or other distributions out of profits lawfully available for distribution and on winding up they are entitled to the surplus assets remaining after payment of all the creditors of the Company. Revenue reserve is the amount of distributable reserve by way of dividend.

The shares redeemed in the current year were cancelled immediately.

15. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

In accordance with its investment objectives and policies, the Company holds financial instruments which at any one time may comprise the following:

* securities held in accordance with the investment objectives and policies

* cash and short-term debtors and creditors arising directly from operations

* borrowing used to finance investment activity

* derivative transactions including investment in warrants and forward currency contracts

* options or futures for hedging purposes

The financial instruments held by the Company principally comprise equities listed on the stock market in Japan. The specific risks arising from the Company's exposure to these instruments, and the Manager/Investment Adviser's policies for managing these risks, which have been applied throughout the year, are summarised below.

Capital Management

The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

The Company may not borrow or otherwise use leverage exceeding 20% of its net assets for investment purposes, to settle facilities for specific investments such as bridge financing. In connection with the facility agreement, the Company entered into a English law multi currency revolving credit facility with RBS over its custody accounts held with Northern Trust (Guernsey) Limited.

The Company does not have any externally imposed capital requirements apart from the fact that it should not retain more than 15% of the income, in order to comply with section 1158 of Corporation Tax Act 2010. The Company has complied with this requirement.

The Company is a closed-ended investment company. The Company's capital is represented by ordinary shares of no par and each share carries one vote. They are entitled to dividends when declared.

In addition to the shares redeemed during the year via the new redemption facility (refer to note 17) 748,184 shares were repurchased in to treasury during the year ended 30 April 2012 (2011: Nil).

Market Price Risk

The Company's investment portfolio - particularly its equity investments - is exposed to market price fluctuations which are monitored by the Manager/Investment Adviser in pursuance of the investment objectives and policies. Adherence to investment guidelines and to investment and borrowing powers set out in the scheme particulars mitigates the risk of excessive exposure to any particular type of security or issuer.

At 30 April 2012, the Fund's market price risk is affected by three main components: changes in market prices, currency exchange rates and interest rate risk. Currency exchange rate movements and interest rate movements, which are dealt with under the relevant headings below, primarily affect the fair values of the Fund's exposures to equity securities, related derivatives and other instruments. Changes in market prices primarily affect the fair value of the Fund's exposures to equity securities, related derivatives and other instruments.

Exceptional risks associated with investment in Japanese smaller companies may include:

· greater price volatility, substantially less liquidity and significantly smaller market capitalisation, and

· more substantial government intervention in the economy, including restrictions on investing in companies or in industries deemed sensitive to relevant national interests.

Market price sensitivity analysis

If the price of each of the equity securities to which the Fund had exposure at 30 April 2012 had increased or decreased by 5% with all other variables held constant, this would have increased or decreased net assets attributable to holders of ordinary shares of the Fund by:

	2012	2011
	+/-	+/-
Net Asset Value	$7,262,007	$11,571,699
Net Asset Value per share	$0.06	$0.07

Foreign Currency Risk

The Company principally invests in securities denominated in currencies other than United States Dollar, the functional currency of the Company. Therefore, the Statement of Financial Position may be affected by movements in the exchange rates of such currencies against the US dollar. The Manager/Investment Advisor has the power to manage exposure to currency movements by using forward currency contracts. No such instruments were held at the date of these Financial Statements.

It is not the present intention of the Directors to hedge the currency exposure of the Company, but the Directors reserve the right to do so in the future if they consider this to be desirable.

The treatment of currency transactions other than in US dollars is set out in Note 2(i) to the Financial Statements.

The Company's net currency exposure is as follows:

The Company has a GBP cash exposure of £210,999 ($343,602).

					Japanese Yen
As at 30 April 2012:					$'000

Assets
Cash and cash equivalents					510
Investments held at fair value					145,635
Other assets					2,228
Total assets					148,373

Liabilities
Loans payable					(18,130)
Other liabilities					(148)
Total liabilities					(18,278)

Total net assets					130,095

					Japanese Yen
As at 30 April 2011:					$'000

Assets
Cash and cash equivalents					17,272
Investments held at fair value					231,434
Other assets					3,470
Total assets					252,176

Liabilities
Loans payable					(30,604)
Other liabilities					(1,071)
Total liabilities					(31,675)

Total net assets					220,501

Foreign Currency Sensitivity Analysis

If the exchange rate at 30 April 2012 between the functional currency and all other currencies had increased or decreased by a 5% currency movement (2011: 5%) this should be a reasonably possible change for a period of one year, or less if the next financial period will be less than one year with all other variables held constant, this would have increased or reduced net assets attributable to holders of ordinary shares of the Company by:

	2012	2011
	+/-	+/-
Net Asset Value	$6,504,335	$11,034,726
Net Asset Value per share	$0.07	$0.07

No benchmark is used in the calculation of the above information.

Interest Rate Risk

Substantially all the Company's financial assets and its liabilities are non-interest bearing except for the one outstanding loan payable detailed in note 12, and any excess cash and cash equivalents are invested at short-term market interest rates.

As at 30 April 2012, the Company has a small exposure to interest rate risk regarding the loan facility and cash and cash equivalents.

Increases in interest rates may increase the costs of the Company's borrowings. The rate of interest on each Royal Bank of Scotland International Limited ("RBS") drawdown loan for each interest period is the percentage rate per annum which is the aggregate of the applicable; (i) margin, (ii) LIBOR and (iii) mandatory cost. Interest on the loan is payable on the last day of each interest period. For the year ended 30 April 2012 the interest accrued on the loan was $42,865 (2011: $115,537).

The following financial assets and liabilities disclosures exclude prepayments and taxation debtors and creditors:

	Cash flow	Fair value
	interest	interest	Total
	rate risk	rate risk
As at 30 April 2012:	$'000	$'000	$'000

Financial assets
Cash and bank balances	920	-	920

Financial liabilities
Loans payable	-	(18,130)	(18,130)


Net financial assets/(liabilities)	920	(18,130)	(17,210)

	Cash flow	Fair value
	interest	interest	Total
	rate risk	rate risk
As at 30 April 2011:	$'000	$'000	$'000

Financial assets
Cash and bank balances	17,499	-	17,499

Financial liabilities
Loans payable	-	(30,604)	(30,604)


Net financial assets/(liabilities)	17,499	(30,604)	(13,105)

The cash flow interest rate risk comprises those financial assets and liabilities with a floating interest rate, for example cash deposits at local market rates. Cash and cash equivalents earn interest at the prevailing market interest rate. Although this portion of the Net Asset Value is not subject to fair value risk as a result of possible fluctuations in the prevailing market interest rates, the future cashflows of the Company could be adversely or positively impacted by decreases or increases in those prevailing market interest rates.

The fair value interest rate risk comprises those financial assets and liabilities with a fixed interest rate, for example loans payable and loan interest payable.

	Weighted average		Weighted average period for
	interest rate		which rate is fixed (years)
	2012	2011	2012	2011
Japanese Yen
Loans payable	1.55%	2.04%	0.21	0.21

Fair Value

All assets and liabilities are carried at fair value with the exception of short term borrowings which are carried at amortised cost using the effective interest rate method.

Short term Debtors and Creditors

Trade and other receivables do not carry interest and are short term in nature. They are stated at amortised cost as reduced by appropriate allowances for irrecoverable amounts in the case of receivables.

Liquidity Risk

Liquidity risk is the risk that the Company will encounter in realising assets or otherwise raising funds to meet financial commitments.

As at 30 April 2012, the Company had drawn down a loan facility of JPY 1,453,000,000 ($18,130,443). In connection with the facility agreement, the Company entered into a English law multi currency revolving credit facility with RBS over its custody accounts held with Northern Trust (Guernsey) Limited. The loan may be used for the following purposes:-

· the acquisition of investments in accordance with the investment policy;

· its working capital requirements in the ordinary course of business and

· funding permitted redemptions which in each case will be repaid other than by way of rollover loan within 30 days of the relevant drawing.

and must be repaid on the last day of its interest period.

The Company invests primarily in listed securities.

The Company's liquidity risk is managed by the Investment Manager who monitors the cash positions on a regular basis.

The maturity analysis of the Company's financial assets and liabilities (excluding prepayments and tax balances) at 30 April 2012 is as follows

	Up to 1 year	1 to 5	Total
	or on demand	years
As at 30 April 2012:	$'000	$'000	$'000

Financial assets
Cash and bank balances	920	-	920
Investments held at fair value	145,240	-	145,240
Other financial assets	2,270	-	2,270
Total financial assets	148,430	-	148,430

Financial liabilities
Loans payable	(18,130)	-	(18,130)
Other financial liabilities	(470)	-	(470)
Total financial liabilities	(18,600)	-	(18,600)

Excess of financial assets over gross contractual liabilities	129,830	-	129,830

	Up to 1 year	1 to 5	Total
	or on demand	years
As at 30 April 2011:	$'000	$'000	$'000

Financial assets
Cash and bank balances	17,499	-	17,499
Investments held at fair value	231,434	-	231,434
Other financial assets	3,611	-	3,611
Total financial assets	252,544	-	252,544

Financial liabilities
Loans payable	(30,604)	-	(30,604)
Other financial liabilities	(11,303)	-	(11,303)
Total financial liabilities	(41,907)	-	(41,907)

Excess of financial assets over gross contractual liabilities	210,637	-	210,637

Credit risk

Credit risk is the risk that an issuer or counterparty will be unable or unwilling to meet a commitment that it has entered into with the Company.

In accordance with the investment restrictions as described in its placing Memorandum, the Company may not invest more than 10% of the Company's gross assets in securities of any one company or issuer. However, this restriction shall not apply to securities issued or guaranteed by a government or government agency of the Japanese or US Governments. In adhering to these investment restrictions, the Company mitigates the risk of any significant concentration of credit risk arising on broker and dividend receivables.

As the Company invests primarily in publicly traded equity securities the Company is not exposed to credit risk from these positions. However, the Company will be exposed to a credit risk on parties with whom it trades and will bear the risk of settlement default. The Company minimises concentrations of credit risk by undertaking transactions with a large number of regulated counterparties on recognised and reputable exchanges. All transactions in listed securities are settled/paid for upon delivery using approved brokers. The risk of default is considered minimal, as delivery of securities sold is only made once the broker has received payment. Payment is made on a purchase once the securities have been received by the broker. The trade will fail if either party fails to meet its obligation. The Company is exposed to credit risk on cash and investment balances held with the Custodian. The Investment Manager regularly reviews concentrations of credit risk.

All of the cash assets are held with Northern Trust (Guernsey) Limited (NTGL). Cash deposited with NTGL is deposited as banker and is held on its Balance Sheet. Accordingly, in accordance with usual banking practice, NTGL's liability to the Company in respect of such cash deposits shall be that of debtor and the Company will rank as a general creditor of NTGL. The financial assets are held with the Custodian, Northern Trust Guernsey Limited. These assets are held distinct and separately from the proprietary assets of the Custodian. Securities are clearly recorded to ensure they are held on behalf of the Company. Bankruptcy or insolvency of the Custodian and or one of its agents or affiliates may cause the Company's rights with respect to the securities held by the Custodian to be delayed or limited.

NTGL is a wholly owned subsidiary of Northern Trust Corporation. As at 30 April 2012 Northern Trust Corporation had a long term rating from Standard & Poor's of AA-. Risk is managed by monitoring the credit quality and financial positions of the Custodian the Fund uses. Northern Trust acts as its own sub-custodian in the U.S., the U.K., Ireland and Canada. In all other markets Northern Trust appoints a local sub - custodian. Northern Trust continually reviews its sub-custodian network to ensure clients have access to the most efficient, creditworthy and cost-effective provider in each market.

The securities held by the Company are legally held with the Custodian, which holds the securities in segregated accounts, and subject to any security given by the Company to secure its overdraft facilities, the Company's securities should be returned to the Company in the event of the insolvency of the Custodian or its appointed agents, although it may take time for the Company to prove its entitlement to the securities and for them to be released by the liquidator of the insolvent institution. The Company will however only rank as an unsecured creditor in relation to any cash deposited or derivative positions with the Custodian, their related companies and their appointed agents, and is therefore subject to the credit risk of the relevant institution in this respect.

The assets exposed to credit risk at year end amounted to US$1,666,852 (Restated 2011: US$18,750,301 previously USD$17,679,367). The calculation of the credit risk amount has been changed to exclude the amounts due to broker.

Fair Value Hierarchy

The fair value of financial assets and liabilities traded in active markets (such as publicly traded derivatives and trading securities) are based on quoted market prices at the close of trading on the Financial Position date. The quoted market price used for financial assets held by the Company is the current bid price; the appropriate quoted market price for financial liabilities is the current asking price. When the Company holds derivatives with offsetting market risks, it uses mid-market prices as a basis for establishing fair values for the offsetting risk positions and applies this bid or asking price to the net open position, as appropriate. If a significant movement in fair value occurs subsequent to the close of trading on the year end date, valuation techniques will be applied to determine the fair value.

A financial instrument is regarded as quoted in an active market if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm's length basis.

The fair value of financial assets and liabilities that are not traded in an active market is determined by using valuation techniques.

For instruments for which there is no active market, the Company may use internally developed models, which are usually based on valuation methods and techniques generally recognised as standard within the industry. Valuation models may be used primarily to value unlisted equity, debt securities and other debt instruments for which markets were or have been inactive during the financial year. Some of the inputs to these models may not be market observable and are therefore estimated based on assumptions.

The following table sets out fair value measurements using the IFRS 7 fair value hierarchies:

Financial assets at fair value through profit or loss
At 30 April 2012
	Total	Level 1	Level 2	Level 3
Atlantis Japan Growth Fund	$'000	$'000	$'000	$'000
Equity Investments	145,240	145,240	-	-

Financial assets at fair value through profit or loss
At 30 April 2011
	Total	Level 1	Level 2	Level 3
Atlantis Japan Growth Fund	$'000	$'000	$'000	$'000
Equity Investments	231,434	231,434	-	-

Categorisation within the hierarchy has been determined on the basis of the lowest level input that is significant to the fair value measurement of the relevant asset as follows:

Level 1 - valued using quoted prices in active markets for identical assets or liabilities.

Level 2 - valued by reference to valuation techniques using observable inputs other than quoted prices included within level 1.

Level 3 - valued by reference to valuation techniques using inputs that are not based on observable market data.

All the listed equity instruments have been issued by publicly traded companies in Japan. Fair values for these securities have been determined by reference to their quoted bid prices at the reporting date.

16. RECONCILIATION OF NET ASSET VALUE TO PUBLISHED NET ASSET VALUE

	30 April 2012	Per Share
	$'000	$

Published Net Asset Value	130,225	1.48
Loss on revaluation of securities at bid prices	(395)	-
	129,830	1.48

	30 April 2011	Per Share
	$'000	$

Published Net Asset Value	211,394	1.35
Loss on revaluation of securities at bid prices	(757)	-
	210,637	1.35

In accordance with IFRS the Company's investments have been valued at bid price. However, in accordance with the Company's prospectus for the purposes of determining the daily net asset value per share the investments are valued at mid prices.

17. REDEMPTION FACILITY

Shareholders have the opportunity to make redemptions of part or all of their shareholding on a four monthly basis with the Board's discretion in declining any redemption requests. The following redemptions were made during the year:-

Redemption date	Shares redeemed	US$'000
	2012	2012

28/02/2011 (2nd tranche) paid after 30/04/2011	-	9,513
31/10/2011	11,674,105	(14,423)
29/02/2012	11,933,394	(16,135)
30/06/2011	43,877,672	(69,020)
	67,485,171	(90,065)

Redemption date	Shares redeemed	US$'000
	2011	2011

28/02/2011 (1st tranche)	48,174,050	(56,537)
28/02/2011 (2nd tranche) paid after 30/04/2011	-	(9,513)
	48,174,050	(66,050)

The salient features of the redemption facility are as follows:-

1) the Company retains its investment trust status and remains listed on the London Stock Exchange;

2) the Company's share capital has been reorganised to permit investors to request the redemption of part or all of their shareholding on a four-monthly basis. The redemption value will be based upon the realisation value of the portfolio, less an exit charge set initially at 4% and scaling down to 2% at the fifth redemption opportunity which is on 29 June 2012 and then staying at this rate for future redemptions. This charge will be retained by the Company and will enhance the NAV per share for continuing shareholders;

3) the Board has discretion to decline such redemption requests when it considers it is in the interests of shareholders as a whole;

4) the Company has renewed its buy back powers, holding any shares so bought back in treasury;

5) any shares bought into treasury can be sold at a discount narrower than that at which they were bought; and

6) the Board has been given authority to issue new shares in the Company, if demand so warrants.

Costs associated with the funds reorganisation to enable the redemption facility included a closing accrual at 30 April 2011 of $240,342. Additional charges of $50,171 have been incurred in the current period and the balance of $190,171 was not utilised and appears as a credit for this amount in the statement of comprehensive income.

18. DIVIDEND

The following interim dividend was declared by the board of directors:-

Distribution	Date			Date	Amount
per unit	declared	Ex-date	Record Date	paid	US$	Relevant period

0.0025	2 August 2012	8 August 2012	10 August 2012	31 August 2012	178,530	1 May 2011 - 30 April 2012

19. ONGOING CHARGES

The ongoing charges using the AIC recommended methodology was 1.69% as at 30 April 2012 (2011 1.82%).

20. SUBSEQUENT EVENTS

On 29 June 2012, 16,536,591 shares (approx 18.92% of the total shares in issue) were redeemed by shareholders. Subsequent to the redemption, the Company had 70,872,274 ordinary shares in issue.

There have been no other events subsequent to the year ended 30 April 2012.

Administration

Directors

Timothy Guinness (Chairman)

Eric Boyle

Andrew Martin Smith

Takeshi Murakami

Noel Lamb

Registered Office

Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3QL, Channel Islands

Investment Manager

AFMG Limited

P.O. Box 255, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3QL, Channel Islands

Investment Adviser (29 February 2012 to 30 April 2012)

Tiburon Partners LLP

21 St James Square, London SW1Y 4JP

(Telephone no. 020-7747-5771)

Investment Adviser (1 May 2011 to 28 February 2012)

Atlantis Investment Management Limited (regulated by FSA)

5th Floor, 10 King William Street, London EC4N 7TW

(Telephone no. 020-7877-3377)

Sub Investment Adviser

Atlantis Investment Research Corporation

Hamamatsu-cho Square

Studio 1805

1-30-5 Hamamatsu-cho

Minato-ku

Tokyo 105-0013

Japan

Custodian

Northern Trust (Guernsey) Limited

Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3DA, Channel Islands

Administrator, Secretary and Principal Registrar

Northern Trust International Fund Administration Services (Guernsey) Limited

Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3QL, Channel Islands

Sub-Registrar

Computershare Investor Services (Jersey) Limited

P.O. Box 329, Queensway House, Hilgrove Street, St. Helier, Jersey JE4 9XY,

Channel Islands

Financial Adviser (appointed 22 December 2011)

LCF Edmond de Rothschild Securities Limited

Orion House

5 Upper Saint Martin's Lane

London WC2H 9EA

Corporate Broker

Singer Capital Markets Limited

One Hanover Street

London W1S 1YZ

Auditors

Grant Thornton Limited

P.O. Box 313, Lefebvre House

Lefebvre Street, St Peter Port, Guernesey, GY1 3TF

Channel Islands

Legal Advisers (as to English law)

Stephenson Harwood

1 Finsbury Circus

London EC2M 7SH

Legal Advisers (as to Guernsey law)

Ogier

Ogier House, St. Julian's Avenue, St Peter Port, Guernsey, GY1 1WA

This information is provided by RNS

The company news service from the London Stock Exchange

END

FR SEFFSLFESELA

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Atlantis Japan Growth Fund Ltd. (AJG)

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