| UNITED STATES |
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| SECURITIES AND EXCHANGE COMMISSION |
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| Washington, D.C. 20549 |
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| SCHEDULE 14A |
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Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by Registrant x | |
Filed by Party other than the Registrant o | |
Check the appropriate box: | |
o | Preliminary Proxy Statement |
o | Confidential for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
x | Definitive Proxy Statement |
o | Definitive Additional Materials |
o | Soliciting Material Pursuant to §240.14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x | No fee required. | |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. | |
(1) | Title of each class of securities to which transaction applies: | |
(2) | Aggregate number of securities to which transaction applies: | |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11. (Set forth the amount on which the filing fee is calculated and state how it was determined): | |
(4) | Proposed maximum aggregate value of transaction: | |
(5) | Total fee paid: | |
o | Fee paid previously with preliminary materials. | |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
(1) | Amount previously paid: | |
(2) | Form, Schedule or Registration Statement No.: | |
(3) | Filing Party: | |
(4) | Date Filed: | |
1 Beacon Street, 18th Floor
Boston, Massachusetts 02108, USA
Chairman
1 Beacon Street, 18th Floor
Boston, Massachusetts 02108, USA
TO BE HELD ON MAY 14, 2009
(1) | to elect two Directors of the Fund, to hold office for the term indicated and until their successors shall have been elected and qualified; and |
(2) | to consider and act upon such other business as may properly come before the Meeting or any adjournments or postponements thereof. |
Secretary
April 3, 2009
Whether or not you plan to attend the Fund’s Annual Meeting,
please execute and return the enclosed proxy promptly in the postage-paid envelope provided.
THE SHAREHOLDER MEETING TO BE HELD ON MAY 14, 2009
1 Beacon Street, 18th Floor
Boston, Massachusetts 02108, USA
(1) | to elect two Directors of the Fund, to hold office for the term indicated and until their successors shall have been elected and qualified; and |
(2) | to consider and act upon such other business as may properly come before the Meeting or any adjournments or postponements thereof. |
P.O. Box 43010
Providence, Rhode Island 02940-3010, USA
800-426-5523
www.computershare.com
Title of Class | | Name and Address | | Number of Shares and Nature of Ownership | | Percent of Class | ||||||||
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Common Stock | CEDE & Co. c/o Depository Trust Company Box 20 New York, New York 10004-9998 | 6,366,206 | 98.74%1 | |||||||||||
Common Stock | City of London Investment Group PLC2 77 Gracechurch Street London, England EC3MlLX | 1,005,135 | 15.59% | |||||||||||
Common Stock | Lazard Asset Management LLC3 30 Rockefeller Plaza 59th Floor New York, New York 10112 | 984,843 | 15.27% | |||||||||||
Common Stock | Levin Capital Strategies, L.P.4 One Rockefeller Center Plaza New York, New York 11579 | 470,794 | 7.30% | |||||||||||
1 | Because some or all of the shares attributed to CEDE & Co. may be held through the Depository Trust Company by City of London Investment Group PLC, Lazard Asset Management LLC and/or Levin Capital Strategies, L.P., the total percentage in this column may exceed 100%. |
2 | Information as to beneficial ownership of City of London Investment Group PLC is based on a report filed with the SEC on January 30, 2009. |
3 | Information as to beneficial ownership of Lazard Asset Management LLC is based on a report filed with the Securities and Exchange Commission (the “SEC”) on February 10, 2009. |
4 | Information as to beneficial ownership of Levin Capital Strategies, L.P. is based on a report filed with the SEC on January 20, 2009. |
Title of Class | | Name and Address | | Number of Shares and Nature of Ownership | | Percent of Class* | ||||||||
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Common Stock | The Rt. Hon. The Earl of Cromer (Nominee) Finsbury Dials 20 Finsbury Street London EC2Y 9AQ United Kingdom | 3,160 | 0.04% | |||||||||||
Alexander Reid Hamilton P.O. Box 12343 General Post Office Hong Kong | 651 | 0.01% | ||||||||||||
Julian M.I. Reid Finsbury Dials 20 Finsbury Street London EC2Y 9AQ United Kingdom | 632 | 0.01% | ||||||||||||
John R. Rettberg 1 Beacon Street 18th Floor Boston MA, 02108 USA | —— | —— | ||||||||||||
Simon J. Crinage (Nominee) Finsbury Dials 20 Finsbury Street London EC2Y 9AQ United Kingdom | —— | —— | ||||||||||||
Michael J. James Finsbury Dials 20 Finsbury Street London EC2Y 9AQ United Kingdom | —— | —— | ||||||||||||
Christopher D. Legg Finsbury Dials 20 Finsbury Street London EC2Y 9AQ United Kingdom | —— | —— | ||||||||||||
Muriel Y.K. Sung 21st Floor, Chater House 8 Connaught Road Central Hong Kong | —— | —— | ||||||||||||
All Directors and Officers as a Group* | 4,443 | 0.07% |
* | The holdings of each director, nominee and officer and the holdings of all directors, nominees and officers as a group does not exceed 1% of the Fund’s outstanding common stock. |
ELECTION OF DIRECTORS
Name, Address and DOB | | Position(s) Held with Fund | | Term of Office and Length of Time Served | | Principal Occupation(s) During Past 5 Years | | Number of Funds in Fund Complex Overseen by Director* | | Other Directorships Held by Director | |||||||||||||
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INDEPENDENT DIRECTORS OR NOMINEES | |||||||||||||||||||||||
The Rt. Hon. The Earl of Cromer (Nominee) (June 3, 1946) Finsbury Dials 20 Finsbury Street London EC2Y 9AQ United Kingdom | Chairman and Class I Director | Three year term ends in 2009; Chairman and Director since 1994 | Chairman of the Board of the Fund; Chief Executive Officer of Cromer Associates Limited (family business), Director of Schroder Asia Pacific Fund Limited (financial), London Asia Capital plc (financial), Pedder Street Asia Absolute Return Fund Limited (financial); Chairman of Japan High Yield Property Fund Limited (financial), China IPO Group Limited (financial) and Western Provident Association (insurance). | 1 | See Principal Occupation. | ||||||||||||||||||
Alexander Reid Hamilton (October 4, 1941) P.O. Box 12343 General Post Office Hong Kong | Class II Director | Three year term ends in 2010; Director since 1994 | Director of Citic Pacific Limited (infrastructure), China Cosco Holdings Company Limited (shipping); Esprit Holdings Limited (clothing retail), Shangri-La Asia Limited (hotels), Octopus Cards Limited (financial services) and China Central Properties Limited (property). | 1 | See Principal Occupation | ||||||||||||||||||
Julian M.I. Reid (August 7, 1944) Finsbury Dials 20 Finsbury Street London EC2Y 9AQ United Kingdom | Class III Director | Three year term ends 2011; Director since 1998 | Chief Executive Officer and Director of 3a Asset Management Limited (financial); Director and Chairman of Morgan’s Walk Properties Limited (property), Director and Chairman of Prosperity Voskhod Fund (financial); Director and Chairman of ASA Limited (financial) and Director of 3a Global Growth Fund Limited (financial). | 1 | Director and Chairman of The Korea Fund, Inc. | ||||||||||||||||||
John R. Rettberg (September 1, 1937) 1 Beacon Street 18th Floor Boston MA, 02108 USA | Class II Director | Term ends in 2010; Director since 2008 | Director of Enalasys (energy), Director of VLPS (lighting) and Trustee of J.P. Morgan Series Trust II. Formerly Corporate Vice President and Treasurer, Northrop Grumman Corporation (defense contractor). | 1 | See Principal Occupation |
Name, Address and DOB | | Position(s) Held with Fund | | Term of Office and Length of Time Served | | Principal Occupation(s) During Past 5 Years | | Number of Funds in Fund Complex Overseen by Director* | | Other Directorships Held by Director | |||||||||||||
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INTERESTED DIRECTOR NOMINEE | |||||||||||||||||||||||
Simon J. Crinage (Nominee) (October 5, 1965) Finsbury Dials 20 Finsbury Street London EC2Y 9AQ United Kingdom | President and Class I Director Nominee | President since 2003** | Managing Director, J.P. Morgan Asset Management 2008 to present; Vice President, J.P. Morgan Asset Management 2000 to 2008. | 1 | None | ||||||||||||||||||
OFFICERS WHO ARE NOT DIRECTORS | |||||||||||||||||||||||
Michael J. James (May 11, 1967) Finsbury Dials 20 Finsbury Street London EC2Y 9AQ United Kingdom | Treasurer | Since 2006** | Vice President, J.P. Morgan Asset Management since September 2000. | N/A | N/A | ||||||||||||||||||
Christopher D. Legg (March 12, 1982) Finsbury Dials 20 Finsbury Street London EC2Y 9AQ United Kingdom | Secretary | Since 2008** | Associate, J.P. Morgan Asset Management since 2008. | N/A | N/A | ||||||||||||||||||
Muriel Y.K. Sung (September 25, 1966) 21st Floor, 8 Connaught Road Central, Hong Kong | Chief Compliance Officer | Since 2004** | Vice President, J.P. Morgan Asset Management since 2004. | N/A | N/A |
* | JF China Region Fund, Inc. is the sole fund in the fund complex. |
** | The officers of the Fund serve at the discretion of the Board. |
Name of Director | | Dollar Range of Equity Securities in the Fund1 | ||||
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INDEPENDENT DIRECTORS2 | ||||||
The Rt. Hon. The Earl of Cromer | $10,001 – 50,000 | |||||
Alexander Reid Hamilton | $1 – 10,000 | |||||
Julian M.I. Reid | $1 – 10,000 | |||||
John R. Rettberg | None | |||||
INTERESTED DIRECTOR NOMINEE3 | ||||||
Simon J. Crinage | None |
1 | Valuation as of March 20, 2009. |
2 | “Independent Directors” is defined as those directors who are not “interested persons” within the meaning of Section 2(a)(19) of the Investment Company Act of 1940 (the “1940 Act”). |
3 | “Interested” is defined within the meaning of Section 2(a)(19) of the 1940 Act. |
Name of Person, Position | | Aggregate Compensation From Fund | | Pension or Retirement Benefits Accrued as Part of Fund Expenses* | | Estimated Annual Benefits Upon Retirement* | | Total Compensation From Fund and Fund Complex Paid to Directors | ||||||||||
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The Rt. Hon. The Earl of Cromer, Chairman and Director | $ | 53,750 | None | None | $ | 53,750 | ||||||||||||
Alexander Reid Hamilton, Director | $ | 47,000 | None | None | $ | 47,000 | ||||||||||||
Julian M.I. Reid, Director | $ | 44,000 | None | None | $ | 44,000 | ||||||||||||
John R. Rettberg, Director** | $ | 14,500 | None | None | $ | 14,500 | ||||||||||||
Total | $ | 159,250 | None | None | $ | 159,250 |
* | The Directors of the Fund do not receive any pension or retirement benefits from the Fund or the Fund’s Investment Adviser. |
** | Mr. Rettberg was elected by the Board as a Director on October 1, 2008. |
1. | Review of the Fund’s Audited Financial Statements for the year ended December 31, 2008 |
Alexander R. Hamilton, Chairman
The Rt. Hon. The Earl of Cromer
Julian M.I. Reid
John R. Rettberg
Fiscal Year Ended December 31 | Audit Fees | Audit-Related Fees* | Tax Fees | All Other Fees | ||||||||||||||
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2007 | $53,885 | —— | $5,600 | |||||||||||||||
2008 | $55,000 | —— | $5,740 | $9,408** |
* | “Audit-Related Fees” are those fees billed to the Fund by PwC in connection with services reasonably related to the performance of the audit of the Fund’s financial statements. |
** | “Other Fees” are those fees billed to the Fund by PwC in connection with non-recurring tax advice provided in connection with the 2007 spillback dividend and the 2008 excise tax dividend. |
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Using ablack inkpen, mark your votes with anXas shown in | X |
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Annual Meeting Proxy Card |
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| A | Election of Directors — The Board of Directors recommends a vote FOR the nominees listed. |
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| 1. Nominee: | For |
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| 01 - The Rt. Hon. | o |
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| 02 - Simon J. Crinage | o |
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| B | Non-Voting Items |
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Change of Address— Please print new address below. |
| Comments— Please print your comments below. |
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| C | Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below |
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| Date (mm/dd/yyyy) — Please print date below. |
| Signature 1 — Please keep signature within the box. |
| Signature 2 — Please keep signature within the box. |
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<STOCK#> 011ZUB
Dear Stockholder,
Please take note of the important information enclosed with this Proxy Ballot. Your vote counts, and you are strongly encouraged to exercise your right to vote your shares.
Please mark the box on this proxy card to indicate how your shares will be voted. Then sign and date, and return your proxy vote in the enclosed postage paid envelope. Your vote must be received prior to the Annual Meeting of Stockholders, May 14, 2009.
Thank you in advance for your prompt consideration of this matter.
Sincerely,
JF China Region Fund, Inc.
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Proxy — JF China Region Fund, Inc. |
Proxy Solicited on Behalf of the Board of Directors
THE UNDERSIGNED STOCKHOLDER of JF China Region Fund, Inc. (the “Fund”) hereby appoints Helen Robichaud the lawful attorney and proxy of the undersigned with full power of substitution to vote, as designated below, all shares of Common Stock of the Fund which the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held on Thursday, May 14, 2009, at 10:00 a.m., at the offices of J.P. Morgan Asset Management, 245 Park Avenue, New York, New York 10167, and at any and all adjournments thereof with respect to the matters set forth below and described in the Notice of Annual Meeting and Proxy Statement dated April 3, 2009, receipt of which is hereby acknowledged, and any other matters arising before such Annual Meeting or any adjournment thereof.
Properly executed proxies will be voted (or the vote on such matters will be withheld on specific matters) in accordance with instructions appearing on the proxy. In the absence of specific instructions, proxies will be voted FOR the election of the nominees as directors and in the best discretion of the proxyholders as to any other matters. Please refer to the Proxy Statement for a discussion of the proposal.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.