Fleming Funds
NSAR Information
NSAR Items 1-7:
On August 1, 2000, The Chase Manhattan
Corporation ("Chase") acquired Robert Fleming
Holdings Limited, RFI's indirect partner. The
acquisition constituted an "assignment" of the then-
current advisory agreement between the Corporation
and RFI (the "Old Agreement"), which, under
Section 15(a) of the Investment Company Act of
1940 (the "1940 Act"), automatically terminated the
Old Agreement.
Since the acquisition, RFI has continued to serve as
the investment adviser to each Fund under an interim
advisory agreement, as provided for under the 1940
Act Rule 15a-4. Under the interim advisory
agreement, RFI provides the same advisory services
for the same compensation as in the Old Agreement.
In accordance with Rule 15a-4, the interim advisory
agreement will terminate on December 27, 2000.
It is being proposed that RFI continue to serve as
the Funds' investment adviser under the New
Agreement after the interim agreement terminates.
Under Section 15(a) of the 1940 Act, however, RFI
may not serve as the Funds' adviser under the New
Agreement unless each Fund's shareholders approve
the New Agreement. Accordingly, the Board of
Directors of the Corporation has called the special
meeting of shareholders to ask shareholders to
approve the New Agreement. The terms of the New
Agreement are identical to the terms of the Old
Agreement, except for the dates of execution,
effectiveness and termination.
