<PAGE>
[GRAPHIC OMITTED]
JARDINE FLEMING INDIA FUND, INC.
1285 Avenue of the Americas
New York, N.Y. 10019
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 13, 1999
TO THE STOCKHOLDERS OF JARDINE FLEMING INDIA FUND, INC.:
Notice is hereby given that the Annual Meeting (the "Meeting") of
Stockholders of Jardine Fleming India Fund, Inc. (the "Company") will be held
at One Liberty Plaza, 39th Floor Conference Center, New York, N.Y. 10006, on
Thursday, May 13, 1999 at 11:00 a.m. for the following purposes:
(1) to elect two Class I directors of the Company, to hold office for a
term expiring on the date of the annual meeting of stockholders in 2002 or
until respective successors has been duly elected and qualified; and one
Class III director of the Company, to hold office for a term expiring on
the date of the annual meeting of stockholders in 2001 or until his
successor has been duly elected and qualified;
(2) to consider and act upon a proposal to ratify the appointment of
PricewaterhouseCoopers LLP as independent accountants of the Company for
the fiscal year 1999; and
(3) to consider and act upon such other business as may properly come
before the Meeting or any adjournments thereof.
The Board of Directors have fixed February 22, 1999 as the record date for
determination of stockholders entitled to notice of and to vote at the Meeting
or any adjournments thereof.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Julian M.I. Reid
Julian M.I. Reid
President
March 15, 1999
YOUR VOTE IS IMPORTANT - TO AVOID THE UNNECESSARY EXPENSE OF FURTHER
SOLICITATION, PLEASE EXECUTE AND RETURN THE ENCLOSED PROXY PROMPTLY, WHETHER
OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING OF JARDINE FLEMING INDIA FUND,
INC.
<PAGE>
JARDINE FLEMING INDIA FUND, INC.
[GRAPHIC OMITTED]
1285 Avenue of the Americas
New York, N.Y. 10019
PROXY STATEMENT
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors (the "Board") of Jardine Fleming India Fund, Inc. (the
"Company") of proxies to be voted at the Annual Meeting of Stockholders (the
"Meeting") of the Company to be held at One Liberty Plaza, 39th Floor
Conference Center, New York, N.Y. 10006, on Thursday, May 13, 1999 at
11:00 a.m. or any adjournments thereof, for the following purposes:
(1) to elect two Class I directors of the Company, to hold office for the
term indicated or until respective successors have been duly elected
and qualified; and one Class III director of the Company, to hold
office for a term expiring on the date of the annual meeting of
stockholders in 2001 or until his successor has been duly elected and
qualified;
(2) to consider and act upon a proposal to ratify the appointment of
PricewaterhouseCoopers LLP as independent accountants of the Company
for fiscal year 1999; and
(3) to consider and act upon such other business as may properly come before
the Meeting or any adjournments thereof.
The enclosed Proxy Card and this Proxy Statement are first being sent to
stockholders on or about March 15, 1999.
The Board has selected Mr. Julian M.I. Reid and Mr. Brian S. Shlissel, and
either of them, to act as proxies with full power of substitution. All properly
executed proxies received prior to the Meeting will be voted at the Meeting in
accordance with the instructions marked thereon or otherwise as provided
therein. Unless instructions to the contrary are marked, shares represented by
the proxies will be voted "FOR" all the proposals. Any proxy may be revoked at
any time prior to the exercise thereof by submitting another proxy bearing a
later date or by giving written notice to the Secretary of the Company at the
New York address indicated above or by voting in person at the Meeting.
The Board has fixed the close of business on February 22, 1999, as the
record date for the determination of stockholders entitled to notice of and to
vote at the Meeting or any adjournments thereof. At that date there were
11,307,169 shares of Common Stock, par value $0.001 per share outstanding and
entitled to vote. Stockholders of the Company on that date will be entitled to
one vote on each matter to be voted for each share held (and one such vote for
each director to be elected), with no shares having cumulative voting rights.
Abstentions and broker non-votes will be counted for purposes of determining
whether a quorum is present but will not be counted as votes cast with respect
to any proposal.
The principal executive offices of the Company are located at 1285 Avenue
of the Americas, New York, N.Y. 10019.
The Company's Investment Adviser is Jardine Fleming International
Management Inc. The Investment Adviser's principal offices are located at Road
Town, Tortola, British Virgin Islands.
The Company's Administrator is Mitchell Hutchins Asset Management Inc. The
Administrator's principal offices are located at 1285 Avenue of the Americas,
New York, N.Y. 10019.
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTOR
All six current members of the Board have been elected or appointed to
serve for varying terms of one to three years as indicated by Classes I, II or
III, or until their respective successors have been duly elected and qualified.
The terms of the Class I directors, Mr. Julian M.I. Reid and Mr. Timothy R.H.
Kimber, expire at the Meeting. Mr. Reid and Mr. Kimber have been nominated to
be elected to serve as Class I directors for a term of three years. Mr. A.
Douglas Eu, a Class III director whose term expires in 2001, is standing for
election at the Meeting because he was appointed to serve as a director on
July 17, 1998 and has not been previously elected by stockholders.
It is intended that all proxies received, unless otherwise indicated, will
be voted for the election of the nominees, further particulars of whom are
included in the table on the next page. The affirmative vote of a plurality of
the shares present at the Meeting and entitled to vote is required to elect
each nominee. THE BOARD RECOMMENDS THAT YOU VOTE "FOR" THE NOMINEES.
The Board knows of no reason why the nominees will be unable to serve. If
any nominee should become unable to serve, the proxies will be voted for the
election of such person as may be designated by the Board to replace such
nominee.
There have been no purchases or sales by any director or nominee for
election as director of securities of the Investment Adviser or its parents or
subsidiaries of either, exceeding 1% of the outstanding securities of any class
of such entities since December 1, 1997.
No director or nominee for election as director or officer of the Company
is, or was during the past five years, an officer, employee, director, general
partner or shareholder of the Investment Adviser, except that Mr. A. Douglas Eu
has been the Chief Operations Officer and the Secretary of the Investment
Adviser since 1992 and Mr. Julian M.I. Reid served as a Director of Jardine
Fleming International Holdings Limited through
June 30, 1998.
No director or nominee for election as director or officer owns any
securities or has had during the past five years, any other material direct or
indirect interest in the Investment Adviser or any person controlling,
controlled by, or under common control with the Investment Adviser.
No director or nominee for election as director has had during the past
five years any material direct or indirect interest in the Company's
Administrator.
No director or nominee for election as director has or has had any
material direct or indirect interest in any material transactions, or in any
proposed material transactions, to which the Investment Adviser, the
Administrator, any parent or subsidiary of such entities or any subsidiary of
such entities was or is to be a party.
There are no material pending legal proceedings to which any director or
nominee for election as director or affiliated person of any director or
nominee for election as director is a party adverse to the Company or any of
its affiliated persons or has a material interest adverse to the Company or any
of its affiliated persons.
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The following table represents information concerning the Board, including
the persons nominated by the Board for election as directors of the Company.
The information includes their positions and principal occupations during the
last five years. Each director or nominee who is an "interested person" within
the meaning of Section 2(a)(19) of the Investment Company Act of 1940 (the
"1940 Act") is indicated by an asterisk ("*") preceding his name. Julian M.I.
Reid is an "interested person" solely by virtue of his service as President of
the Company. Mr. Reid has no affiliation with, and is independent of, the
Investment Adviser.
<TABLE>
<CAPTION>
NAME, ADDRESS, CLASS AND AGE (1) PRINCIPAL OCCUPATIONS OR EMPLOYMENT IN PAST FIVE YEARS
- ---------------------------------------------------------------------------------------------------------
<S> <C>
*Julian M.I. Reid (2) (3) (4) Chief Executive Officer of Anglo American Asset
Class I, Age: 54 Management Limited. President of the Company, Director of
27 Burton Court, Investment Companies in the Jardine Fleming Group,
Franklins Row including the Jardine Fleming China Region Fund, Inc.
London SW3 45Z Former Director of Jardine Fleming International Holdings
United Kingdom Limited and Jardine Fleming Investment Management
Limited.
- ---------------------------------------------------------------------------------------------------------
Jean Jocelyn de Chasteauneuf (2) (4) Adviser to the Executive Committee of the Mauritius
Class II, Age: 61 Commercial Bank Limited. Director of Union Commercial
59B Botanical Garden Street Bank of the Malagasy Republic. Former Director of Banque
Curepipe Internationale des Mascaseignes Ltee.
Republic of Mauritius
- ---------------------------------------------------------------------------------------------------------
Ashok V. Desai (2) (4) Consultant Editor of Business Standard. Former Secretary
Class II, Age: 63 and Chief Consultant, Ministry of Finance, Government of
B308 Purvasha India (1991-93).
Mayur Vihar I
Delhi 110091
India
- ---------------------------------------------------------------------------------------------------------
*A. Douglas Eu (3) Chief Operations Officer and Secretary of the Investment
Class III, Age: 37 Adviser. Assistant Director of Jardine Fleming Investment
6220 Cape Mansion Management Limited.
62 Mt. Davis Road
Hong Kong
- ---------------------------------------------------------------------------------------------------------
Timothy R.H. Kimber (2) (4) Chairman of Dartmoor Investment Trust Plc., Exeter
Class I, Age: 62 Preferred Capital Investment Trust Plc., Martin Currie Pacific
Newton Hall Trust Plc. and Taiwan Opportunity Fund. Director of New
Whittington, via Carnforth Zealand Investment Trust Plc., Invesco Japan Discovery Trust
Lancashire L46 2NZ Plc., Adam & Company Investment & Management Ltd.,
United Kingdom Border Asset Management Ltd., Noble Group Ltd., and The
Cumberland Building Society. Deputy Treasurer of Lancaster
University.
- ---------------------------------------------------------------------------------------------------------
E. L. Rene Noel (2) (4) Chairman of Mauritius Sugar Industry Research Institute,
Class III, Age: 74 Director of Central Electricity Board and Member of the
Royal Road Mauritius Sugar Authority, International Sugar Consultant.
Cap Malheureux Former Chairman and Managing Director of
Republic of Mauritius Compagnie de Beau-Vallon Group of Companies.
- ---------------------------------------------------------------------------------------------------------
</TABLE>
(1) The Class I directors' term of office expires at the Meeting with the
position then becoming one for a subsequent three-year term; the Class II
directors' term of office expires at the 2000 Annual Meeting with the position
then becoming one for subsequent three-year terms; and the Class III directors'
term of office expires at the 2001 Annual Meeting with the position then
becoming one for subsequent three-year terms.
(2) Denotes member of the Audit Committee of the Board. Mr. Julian M.I.
Reid became a member of the Audit Committee with effect from July 17, 1998.
(3) Denotes member of the Pricing Committee of the Board.
(4) Denotes member of the Management Engagement Committee of the Board.
<PAGE>
The Board has an Audit Committee which reviews with management and the
independent accountants for the Company, among other things, the scope of the
audit and the controls of the Company and its agents, reviews and approves in
advance the type of services to be rendered by the independent accountants,
recommends the selection of independent accountants for the Company to the
Board, and in general considers and reports to the Board on matters regarding
the Company's accounting and bookkeeping practices. The Audit Committee members
are Mr. Jean Jocelyn de Chasteauneuf, Dr. Ashok Desai, Mr. Timothy R.H. Kimber,
Mr. E.L. Rene Noel and Mr. Julian M.I. Reid. The Audit Committee met three
times during the period from December 1, 1997 through November 30, 1998
("Fiscal Year 1998") with Mr. Jean Jocelyn de Chasteauneuf, Dr. Ashok Desai and
Mr. Timothy R. H. Kimber, attending all three meetings, and Mr. E.L. Rene Noel
attending two such meetings. Mr. Julian M.I. Reid attended both audit committee
meetings since his appointment on July 17, 1998.
A Pricing Committee was established by the Board of Directors at the Board
meeting held on July 17, 1998. Mr. Julian M.I. Reid and Mr. A. Douglas Eu were
appointed as members of this Committee with effect from July 17, 1998. The
Pricing Committee considers pricing and valuation policy issues and reviews
bonus issues. The quorum requirement was set at any one member.
A Management Engagement Committee was established by the Board of
Directors at the Board meeting held on October 20, 1998, comprising all
independent directors. The Management Engagement Committee evaluates the
investment performance of the Company's portfolio and considers the renewal of
the Company's investment management contract for an additional one-year period.
During Fiscal Year 1998, this committee met twice with Mr. Jean Jocelyn de
Chasteauneuf, Dr. Ashok V. Desai, Mr. Timothy R.H. Kimber, Mr. E.L. Rene Noel
and Mr. Julian M.I. Reid in attendance at both meetings.
During Fiscal Year 1998, the Board met five times. Each director attended
at least 75% of the meetings of the Board. Mr. A. Douglas Eu attended one Board
meeting as there was only one meeting held subsequent to his appointment.
In addition to Mr. Reid, the President of the Company, the following
executive officer holds the following positions with the Company:
<TABLE>
<CAPTION>
NAME, AGE, TITLE AND DATE OF APPOINTMENT PRINCIPAL OCCUPATIONS OR EMPLOYMENT IN PAST FIVE YEARS
- ------------------------------------------------------------------------------------------------------
<S> <C>
Mr. Brian S. Shlissel Vice President of Mitchell Hutchins Asset Management Inc.
Age: 34
Treasurer & Secretary since
May 2, 1997
</TABLE>
Each executive officer is considered an "interested person" within the
meaning of Section 2(a)(19) of the 1940 Act.
As of February 22, 1999, Mr. Timothy R.H. Kimber and Mr. Julian M.I. Reid
owned 2,500 and 1,000 shares, respectively, of the common stock of the Company.
This represented less than 1% of the Company's outstanding common stock. None
of the other members of the Board have any beneficial ownership in any stock of
the Company. As of this date, none of the officers of the Company, other than
Mr. Julian M.I. Reid, had any beneficial ownership in any stock of the Company.
<PAGE>
PRINCIPAL HOLDERS
As of February 22, 1999, to the knowledge of the management of the
Company, there were no persons known to be control persons of the Company, as
such term is defined in Section 2(a)(9) of the 1940 Act. As of such date, the
only persons known to the Company to have record or beneficial ownership of
more than 5% of the outstanding common stock are the following:
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT OF
OF RECORD/BENEFICIAL RECORD/BENEFICIAL PERCENTAGE OF
OWNER OWNERSHIP OUTSTANDING SHARES
- ---------------------------------- ------------------- -------------------
<S> <C> <C>
(Record Owner)
Cede & Co., as nominee for 11,153,637 shares 98.6%
The Depository Trust Company
P.O. Box 20
Bowling Green Station
New York, NY 10204
(Beneficial Owners)
Hansberger Global Investors Inc. 780,300 shares 6.9%
515 E. Las Olas Blvd, #1300
Ft. Lauderdale, FL 33301
Miller Anderson & Sherrard LLP 751,000 shares 6.6%
1 Tower Bridge, Suite 1100
West Conshohoken, PA 19428
</TABLE>
COMPENSATION OF DIRECTORS AND OFFICERS
For the Fiscal Year 1998, the directors received the following compensation
from the Company:
<TABLE>
<CAPTION>
NAME OF PERSON, TOTAL COMPENSATION
POSITION FROM COMPANY
- ------------------------------------ -------------------
<S> <C>
1. Julian M. I. Reid, $ 6,192
President and Director
2. Jean Jocelyn de Chasteauneuf, $13,500
Director
3. Dr. Ashok V. Desai, $13,500
Director
4. A. Douglas Eu $ 0
Director
5. Timothy R.H. Kimber, $13,500
Director
6. E.L. Rene Noel $12,500
Director
</TABLE>
The above compensation from the Company is comprised solely of director's
and attendance fees. The fees are paid on the basis of an annual fee of $10,000
plus $500 per meeting attended. The Company's directors do not receive any
pension or retirement benefits as compensation for their services as directors
of the Company. Subsequent to Mr. Reid's departure from Jardine Fleming group
with effect from July 1, 1998, Mr. Reid received director's and attendance fees
from then onwards. Mr. Eu does not receive such fees because of his affiliation
with the Investment Adviser.
None of the officers of the Company received any compensation from the
Company during Fiscal Year 1998.
<PAGE>
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(f) of
the 1940 Act in combination require the Company's directors and officers,
persons who beneficially own more than ten percent of the Company's common
stock, and certain other persons to file reports of ownership of the Company's
securities and changes in such ownership with the Securities and Exchange
Commission and the New York Stock Exchange. To the best of its knowledge, the
Company believes that all relevant persons have complied with the applicable
filing requirements during Fiscal Year 1998.
PROPOSAL NO. 2
RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP ("PWC") has been selected as the independent
accountants by the Board, including a majority of the directors who are not
"interested persons" of the Company (as defined in the 1940 Act) by votes cast
in person (subject to ratification by the stockholders at the Meeting), to
audit the accounts of the Company for and during the period December 1, 1998
through November 30, 1999 ("Fiscal Year 1999"). This firm served as independent
accountants of the Company since its inception. The Board does not know of any
direct or indirect financial interest of PWC in the Company.
A representative of PWC will be present at the Meeting, will have the
opportunity to make a statement if he desires to do so, and will be available
to answer questions.
During Fiscal Year 1998, PWC performed various professional services for
the Company, including the examination of the financial statements of the
Company for that year. PWC has also been engaged to assist with the preparation
of the Company's corporate tax returns for Fiscal Year 1998.
The Audit Committee of the Board recommended the selection of PWC as
independent accountants for Fiscal Year 1999 and approved and ratified both the
audit and non-audit services provided by the firm and the related fees. The
Committee considered the possible effect of the non-audit services on the
independence of PWC and concluded there was no effect upon their independence.
PWC, Mauritius, will audit and issue a report on the financial statements
of the Company to be filed in Mauritius in compliance with Mauritian
regulations.
The affirmative vote of a simple majority of shares present and voting at
the Meeting is required to ratify the appointment of PWC. THE BOARD RECOMMENDS
THAT THE STOCKHOLDERS VOTE "FOR" THE PROPOSAL TO RATIFY THE APPOINTMENT OF THIS
FIRM AS THE COMPANY'S INDEPENDENT ACCOUNTANTS FOR FISCAL YEAR 1999.
DEADLINE FOR STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the 2000 Annual Meeting
of the Stockholders of the Company must be received by November 2, 1999, to be
included in the Proxy Statement and the form of proxy relating to that meeting;
the Company expects that the 2000 Annual Meeting will be held in May of 2000.
OTHER MATTERS
The Board of the Company knows of no other matters to be presented for
action at the Meeting other than those previously mentioned; however, if any
other matters properly come before the Meeting, it is intended that the persons
named in the accompanying proxy will vote on such other matters in accordance
with their judgment of the best interests of the Company.
All proxies received will be voted in favor of all the proposals, unless
otherwise directed therein.
MISCELLANEOUS
Proxies will be solicited by mail and may be solicited in person or by
telephone or telegraph by officers of the Company or personnel of the
Investment Adviser. The Company has retained Shareholder Communications
Corporation to assist in the proxy solicitation. The cost of their services is
estimated at $3,500 plus out-of-pocket expenses. The expenses connected with
the solicitation of these proxies and with any further proxies which may be
solicited by the Company's officers or agents in person, by telephone or by
telegraph will
<PAGE>
be borne by the Company. The Company will reimburse banks, brokers, and other
persons holding the Company's shares registered in their names or in the names
of their nominees for their expenses incurred in sending proxy material to and
obtaining proxies from the beneficial owners of such shares.
In the event that sufficient votes in favor of any proposal set forth in
the Notice of this Meeting are not received by May 13, 1999, the persons named
as attorneys in the enclosed proxy may propose one or more adjournments of the
Meeting to permit further solicitation of proxies. Any such adjournments will
require the affirmative vote of the holders of a majority of the shares present
in person or by proxy at the session of the Meeting to be adjourned. The
persons named as attorneys in the enclosed proxy will vote in favor of such
adjournments those proxies which they are entitled to vote in favor of the
proposal for which further solicitation of proxies is to be made. They will
vote against any such adjournments those proxies required to be voted against
such proposal. The costs of any such additional solicitation and of any
adjourned session will be borne by the Company.
THE COMPANY WILL FURNISH, WITHOUT CHARGE, COPIES OF THE ANNUAL REPORT TO
STOCKHOLDERS UPON REQUEST. REQUESTS FOR COPIES OF SUCH REPORTS SHOULD BE
DIRECTED TO:
STATE STREET BANK & TRUST COMPANY
P.O. BOX 8200
BOSTON, MA 02266-8200
800-426-5523
By order of the Board of Directors
/s/ Julian M. I. Reid
Julian M. I. Reid
President
JFCIF-PS-99
