UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-8F
I. GENERAL IDENTIFYING INFORMATION
1. Reason fund is applying to deregister (check ONLY ONE; for descriptions,
SEE Instruction 1 above):
[ ] MERGER
[ ] LIQUIDATION
[X] ABANDONMENT OF REGISTRATION
(Note: Abandonments of Registration answer ONLY questions 1 through
15, 24 and 25 of this form and complete verification at the end of the
form.)
[ ] Election of status as a BUSINESS DEVELOPMENT COMPANY
(Note: Business Development Companies answer ONLY questions 1 through
10 of this form and complete verification at the end of the form.)
2. Name of fund: Jardine Fleming Asia Infrastructure Fund, Inc.
3. Securities and Exchange Commission File No.: 811-8458
4. Is this an initial Form N-8F or an amendment to a previously filed Form
N-8F?
[ ] Initial Application [X] Amendment
5. Address of Principal Executive Office (include No. & Street, City, State,
Zip Code):
1345 Avenue of the Americas
New York, NY 10105
6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form:
Douglas A. Tanner, Esq.
3007 Alexandra House
16 Chater Road
Central, Hong Kong
7. Name, address and telephone number of individual or entity responsible
for maintenance and preservation of fund records in accordance with
rules 31a-1 and 31a-2 under the Act [17 CFR 270.3la-1, .31a-2]:
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NOTE: ONCE DEREGISTERED, A FUND IS STILL REQUIRED TO MAINTAIN AND
PRESERVE THE RECORDS DESCRIBED IN RULES 31A-1 AND 31A-2 FOR THE PERIODS
SPECIFIED IN THOSE RULES.
8. Classification of fund (check only one):
[X] Management company;
[ ] Unit investment trust; or
[ ] Face-amount certificate company.
9. Subclassification if the fund is a management company (check only one):
[ ] Open-end [X] Closed-end
10. State law under which the fund was organized or formed (E.G., Delaware,
Massachusetts):
Maryland
11. Provide the name and address of each investment adviser of the fund
(including sub-advisers) during the last five years, even if the fund's
contracts with those advisers have been terminated:
Jardine Fleming International Management, Inc.
46/F, Jardine House
One Connaught Place
Central, Hong Kong S.A.R.
China
12. Provide the name and address of each principal underwriter of the fund
during the last five years, even if the fund's contracts with those
underwriters have been terminated:
No public offering of securities was ever made.
13. If the fund is a unit investment trust ("UIT") provide:
(a) Depositor's name(s) and address(es):
(b) Trustee's name(s) and address(es):
14. Is there a UIT registered under the Act that served as a vehicle for
investment in the find (E.G., an insurance company separate account)?
[ ]Yes [x] No
If Yes, for each UIT state:
Name(s):
File No.: 811-_____
Business Address:
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15. (a) Did the fund obtain approval from the board of directors concerning
the decision to engage in a Merger, Liquidation or Abandonment of
Registration?
[ ]Yes [x]No
If Yes, state the date on which the board vote took place: [INSERT]
If No, explain: the fund was never fully organized.
(b) Did the fund obtain approval from the shareholders concerning
the decision to engage in a Merger, Liquidation or Abandonment
of Registration?
[ ]Yes [x]No
If Yes, state the date on which the shareholder vote took place
If No, explain: No activities taken
II. DISTRIBUTIONS TO SHAREHOLDERS
16. Has the fund distributed any assets to its shareholders in connection with
the Merger or Liquidation.?
[ ]Yes [ ]No
(a) If Yes, list the date(s) on which the fund made those distributions:
(b) Were the distributions made on the basis of net assets?
[ ]Yes [ ]No
(c) Were the distributions made PRO RATA based on share ownership?
[ ]Yes [ ]No
(d) If No to (b) or (c) above, describe the method of distributions to
shareholders. For Mergers, provide the exchange ratio(s) used and
explain how it was calculated:
(e) LIQUIDATIONS ONLY:
Were any distributions to shareholders made in kind?
[ ]Yes [ ]No
If Yes, indicate the percentage of fund shares owned by affiliates, or
any other affiliation of shareholders:
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17. CLOSED-END FUNDS ONLY:
Has the find issued senior securities?
[ ]Yes [ ]No
If Yes, describe the method of calculating payments to senior
securityholders and distributions to other shareholders:
18. Has the fund distributed ALL of its assets to the fund's shareholders?
[ ]Yes [ ]No
If No,
(a) How many shareholders does the fund have as of the date this form
is filed?
(b) Describe the relationship of each remaining shareholder to the
fund:
19. Are there any shareholders who have not yet received distributions in
complete liquidation of their interests?
[ ]Yes [ ]No
If Yes, describe briefly the plans (if any) for distributing to, or
preserving the interests of, those shareholders:
III. ASSETS AND LIABILITIES
20. Does the fund have any assets as of the date this form is filed? (SEE
QUESTION 18 ABOVE)
[ ]Yes [ ]No
If Yes,
(a) Describe the type and amount of each asset retained by the fund as
of the date this form is filed:
(b) Why has the fund retained the remaining assets?
(c) Will the remaining assets be invested in securities?
[ ]Yes [ ]No
21. Does the fund have any outstanding debts (other than face-amount
certificates if the fund is a face-amount certificate company) or any
other liabilities?
[ ]Yes [ ]No
If Yes,
(a) Describe the type and amount of each debt or other liability:
(b) How does the fund intend to pay these outstanding debts or other
liabilities?
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IV. INFORMATION ABOUT EVENT(S) LEADING TO REQUEST FOR DEREGISTRATION
22. (a) List the expenses incurred in connection with the Merger or
Liquidation:
(i) Legal expenses:
(ii) Accounting expenses:
(iii) Other expenses (list and identify separately):
(ix) Total expenses (sum of lines (i)-(iii) above):
(b) How were those expenses allocated?
(c) Who paid those expenses?
(d) How did the fund pay for unamortized expenses (if any)?
23. Has the fund previously filed an application for an order of the
Commission regarding the Merger or Liquidation?
[ ]Yes [ ]No
If Yes, cite the release numbers of the Commission's notice and order
or, if no notice or order has been issued, the file number and date
the application was filed:
V. CONCLUSION OF FUND BUSINESS
24. Is the fund a party to any litigation or administrative proceeding?
[ ]Yes [X]No
If Yes, describe the nature of any litigation or proceeding and the
position taken by the fund in that litigation:
25. Is the find now engaged, or intending to engage, in any business
activities other than those necessary for winding up its affairs?
[ ]Yes [X]No
If Yes, describe the nature and extent of those activities:
VI. MERGERS ONLY
26. (a) State the name of the fund surviving the Merger:
(b) State the Investment Company Act file number of the fund surviving
the Merger: 811-___
(c) If the merger or reorganization agreement has been filed with
the Commission, state the file number(s), form type used and
date the agreement was filed:
(d) If the merger or reorganization agreement has NOT been filed
with the Commission, provide a copy of the agreement as an
exhibit to this form.
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VERIFICATION
The undersigned states that (i) he or she has executed this Form N-8F
application for an order under section 8(f) of the Investment Company Act of
1940 on behalf of JARDINE FLEMING ASIA INFRASTRUCTURE FUND, INC. , (ii) he or
she is the Head of Finance of Jardine Fleming Investment Management Ltd., and
(iii) all actions by shareholders, directors, and any other body necessary to
authorize the undersigned to execute and file this Form N-8F application have
been taken. The undersigned also states that the facts set forth in this Form
N-8F application are true to the best of his or her knowledge, information and
belief.
(Signature)
/S/ SIMON WALLS
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Title: Head of Finance
