SCHEDULE 14A
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
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to §240.14a-12
JF China Region Fund, Inc.
(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
[ ] 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:_______________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] 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 12, 2011
1. | to elect one Director of the Fund, to hold office for the term indicated and until their successors shall have been elected and qualified; |
2. | to consider an amendment to the Fund’s Investment Policies; and |
3. | to consider and act upon such other business as may properly come before the Meeting or any adjournments or postponements thereof. |
Secretary
April 15, 2011
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 12, 2011
atwww.jfchinaregion/proxystatement.pdf
1 Beacon Street, 18th Floor
Boston, Massachusetts 02108, USA
(1) | to elect one Director of the Fund, to hold office for the term indicated and until his successor shall have been elected and qualified; and |
(2) | to consider an amendment to the Fund’s Investment Policies; and |
(3) | 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 | | Percent of Class1 | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Common Stock | CEDE & Co. c/o Depository Trust Company Box 20 New York, New York 10004-9998 | 6,389,185 | 99.09 | |||||||||||
Common Stock | City of London Investment Group PLC2 77 Gracechurch Street London, England EC3MlLX | 2,255,996 | 34.98 | |||||||||||
Common Stock | Lazard Asset Management LLC3 30 Rockefeller Plaza 59th Floor New York, New York 10112 | 1,004,559 | 15.58 | |||||||||||
Common Stock | Levin Capital Strategies, L.P.4 One Rockefeller Center Plaza New York, New York 11579 | 391,241 | 6.07 |
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 Securities and Exchange Commission (the “SEC”) on February 10, 2011. |
3 | Information as to beneficial ownership of Lazard Asset Management LLC is based on a report filed with the SEC on February 4, 2011. |
4 | Information as to beneficial ownership of Levin Capital Strategies, L.P. is based on a report filed with the SEC on February 11, 2011. |
Title of Class | | Name and Address | | Number of Shares | | Percent of Class* | ||||||||
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Common Stock | The Rt. Hon. The Earl of Cromer Finsbury Dials 20 Finsbury Street London EC2Y 9AQ United Kingdom | 7,160 | 0.11% | |||||||||||
Alexander R. Hamilton P.O. Box 12343 General Post Office Hong Kong | 651 | 0.01% | ||||||||||||
Julian M.I. Reid (Nominee) 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 | 500 | 0.01% | ||||||||||||
Simon J. Crinage Finsbury Dials 20 Finsbury Street London EC2Y 9AQ United Kingdom | —— | —— | ||||||||||||
Michael J. James 21st Floor, Chater House 8 Connaught Road Central Hong Kong | —— | —— | ||||||||||||
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* |
* | The holdings of each director and officer, and the nominee and the holdings of all directors and officers, and the nominee as a group does not exceed 1% of the Fund’s outstanding common stock. |
ELECTION OF DIRECTORS
on U.S. Investment Companies. Mr. Reid is an Affiliate of the Securities Industry of Australia and has been licensed by the respective regulatory bodies in the UK, Hong Kong, Singapore and Australia. Mr. Reid has 40 years experience in the financial services industry spanning Europe, Asia and the U.S.A. He has previously sat or presently sits on Boards of companies listed on the exchanges of London, New York, Hong Kong, Australia and Pakistan.
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 During the Past Five Years | |||||||||||||
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INDEPENDENT DIRECTORS OR NOMINEE | |||||||||||||||||||||||
The Rt. Hon. The Earl of Cromer (June 3, 1946) Finsbury Dials 20 Finsbury Street London EC2Y 9AQ United Kingdom | Chairman and Class I Director | Three year term ends in 2012; Chairman and Director since 1994 | Chairman of the Board of the Fund; Chairman of the Board, Western Provident Association (insurance), LG India Plus Fund Ltd (financial); Pedder Street Asia Absolute Return Fund Limited (financial); LG Asia Plus Fund Limited (financial); Director, Cheetah Korea Fund Ltd (financial) and Chief Executive Officer, Cromer Associates Limited (family business). | 1 | See Principal Occupation. | ||||||||||||||||||
Alexander R. Hamilton (October 4, 1941) 21st Floor, 8 Connaught Road Central, Hong Kong | Class II Director | Three year term ends in 2013; 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) and Octopus Cards Limited (financial services). | 1 | See Principal Occupation | ||||||||||||||||||
John R. Rettberg (September 1, 1937) 1 Beacon Street 18th Floor Boston MA, 02108 USA | Class II Director | Three year term ends in 2013; Director since 2008 | Former Trustee, JPMorgan Alternative Products mutual fund Board 1997 to 2009. | 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 During the Past Five Years | |||||||||||||
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Julian M.I. Reid (Nominee) (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 of 3a Funds Group (financial); Director and Chairman of Morgan’s Walk Properties Limited (property), Director and Chairman of The Korea Fund, Inc. (financial); 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 | See Principal Occupation | ||||||||||||||||||
INTERESTED DIRECTOR | |||||||||||||||||||||||
Simon J. Crinage (May 10, 1965) Finsbury Dials 20 Finsbury Street London EC2Y 9AQ United Kingdom | President and Class I Director | Three year term ends in 2012; Director since 2009; 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) 21st Floor, 8 Connaught Road Central, Hong Kong | 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** | Managing Director, J.P. Morgan Asset Management since January 2010; Vice President, J.P. Morgan Asset Management 2004 to 2010. | 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 | Over $100,000 | |||||
Alexander R. Hamilton | $1 – 10,000 | |||||
Julian M.I. Reid | $1 – 10,000 | |||||
John R. Rettberg | $1 – 10,000 | |||||
INTERESTED DIRECTOR3 | ||||||
Simon J. Crinage | None |
1 | Valuation as of March 24, 2011. |
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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INDEPENDENT DIRECTORS | ||||||||||||||||||
The Rt. Hon. The Earl of Cromer, Chairman and Director | $ | 62,000 | None | None | $ | 62,000 | ||||||||||||
Alexander R. Hamilton, Director | $ | 56,000 | None | None | $ | 56,000 | ||||||||||||
Julian M.I. Reid, Director | $ | 52,000 | None | None | $ | 52,000 | ||||||||||||
John R. Rettberg, Director | $ | 52,000 | None | None | $ | 52,000 | ||||||||||||
INTERESTED DIRECTOR | ||||||||||||||||||
Simon J. Crinage | Nil | None | None | Nil | ||||||||||||||
Total | $ | 222,000 | None | None | $ | 222,000 |
* | The Directors of the Fund do not receive any pension or retirement benefits from the Fund or the Fund’s Investment Advisor. |
AMENDMENT TO THE FUND’S INVESTMENT POLICIES
if the income or capital appreciation from the securities purchased with such funds is not sufficient to cover the cost of leverage or if the Fund incurs capital losses, the return of the Fund to Stockholders will be less than if leverage had not been used. The Investment Advisor may determine to maintain the Fund’s leveraged position if it expects that the long-term benefits to Stockholders of maintaining the leveraged position will outweigh the current reduced return. Capital raised through borrowing will be subject to interest costs that may or may not exceed the income and appreciation on the assets purchased. The Fund also may be required to maintain minimum average balances in connection with borrowings or to pay a commitment or other fee to maintain a line of credit; either of these requirements would increase the cost of borrowing over the stated interest rate. Under the 1940 Act, the Fund is not permitted to incur indebtedness unless immediately after such borrowing the Fund has an asset coverage of at least 300% of the aggregate outstanding principal balance of indebtedness (that is, such indebtedness may not exceed 331/3% of the value of the Fund’s total assets). Additionally, under the 1940 Act, the Fund may not declare any dividend or other distribution upon any class of its shares, or purchase any such shares, unless the aggregate indebtedness of the Fund has, at the time of the declaration of any such dividend or distribution or at the time of any such purchase, an asset coverage of at least 300% after deducting the amount of such dividend, distribution, or purchase price, as the case may be.
(1) | Membership and Role of the Audit Committee |
(2) | Review of the Fund’s Audited Financial Statements for the year ended December 31, 2010 |
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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2009 | $55,000 | —— | $5,740 | —— | ||||||||||||||
2010 | $56,500 | —— | $5,940 | —— |
* | “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. |
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| IMPORTANT ANNUAL MEETING INFORMATION |
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Using ablack inkpen, mark your votes with anXas shown in | X |
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Annual Meeting Proxy Card |
![(LOGO)](https://capedge.com/proxy/DEF 14A/0001174947-11-000174/img007.jpg)
![(LOGO)](https://capedge.com/proxy/DEF 14A/0001174947-11-000174/img007.jpg)
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| A | Proposals — The Board of Directors recommends a vote FOR the nominee listed in Proposal 1 and FOR Proposal 2. |
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| B | 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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015M2B
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 12, 2011.
Thank you in advance for your prompt consideration of this matter.
Sincerely,
JF China Region Fund, Inc.
![(LOGO)](https://capedge.com/proxy/DEF 14A/0001174947-11-000174/img007.jpg)
![(LOGO)](https://capedge.com/proxy/DEF 14A/0001174947-11-000174/img007.jpg)
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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 Lori O’Brien and Charles Daly the lawful attorneys and proxies 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 12, 2011, at 10:00 a.m., at the offices of J.P. Morgan Asset Management, 270 Park Avenue, New York, New York 10017, 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 15th, 2011, 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 nominee as director and will be voted FOR the amendment to the Fund’s Investment Policies 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.