<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to Rule 14a-11(c) or Section Rule 14a-12
JARDINE FLEMING INDIA FUND, INC.
---------------------------------------
(Name of Registrant as Specified in its Charter)
JARDINE FLEMING INDIA FUND, INC.
---------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] 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: (1)
---------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------
5) Total fee paid.
---------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
---------------------------------------------------------
<PAGE>
PAGE 2
(1) Set forth the amount on which the filing fee is calculated and state how it
was determined.
[ ] 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:
---------------------------------------------------------
-----------------------------------------------------------------
2
<PAGE>
[GRAPHIC OMITTED]
JARDINE FLEMING INDIA FUND, INC.
51 W. 52nd Street
New York, NY 10019
Dear Shareholder:
You are cordially invited to attend the Special Meeting of Shareholders of
Jardine Fleming India Fund, Inc. (the "Fund") to be held at One Liberty Plaza,
39th Floor Conference Center, New York, NY 10006, on November 22, 2000, at
10:00 a.m.
Jardine Fleming International Management Inc. ("JFIMI") currently serves
as the Fund's investment adviser. JFIMI is an indirect subsidiary of Robert
Fleming Holdings Limited ("RFH"). On August 1, 2000, The Chase Manhattan
Corporation ("Chase") acquired a majority interest in RFH. This transaction
resulted in a change of control of JFIMI. Under the Investment Company Act of
1940, the investment advisory and management agreement between the Fund and
JFIMI (the "Agreement") was immediately terminated upon consummation of the
transaction. Because of this termination, a new agreement now must be approved
by the Fund's shareholders and the Board of Directors of the Fund (the
"Board"). On October 18, 2000, the Board decided to recommend to shareholders a
new agreement that is virtually identical to the old one.
Accordingly, you are being asked to vote on this matter. The Board has
given full and careful consideration to this matter and, in its judgment, has
determined that the proposal is in the best interest of the Fund and its
shareholders. The Board therefore recommends that you read the enclosed
materials carefully and vote "FOR" the proposal.
Your vote is important. To assure your representation at the meeting,
please vote by signing and dating the enclosed proxy and returning it promptly
in the accompanying envelope, whether or not you expect to be present at the
meeting. If you attend the meeting, you may revoke your proxy and vote your
shares in person.
If you have any questions about this proxy solicitation, the transaction
with Chase, or voting your shares, please do not hesitate to contact us
toll-free at 877-504-7026.
Sincerely,
[GRAPHIC OMITTED]
Julian Reid
Chairman, Jardine Fleming India Fund, Inc.
<PAGE>
[GRAPHIC OMITTED]
JARDINE FLEMING INDIA FUND, INC.
51 W. 52nd Street
New York, NY 10019
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 22, 2000
A Special Meeting (the "Meeting") of Shareholders of Jardine Fleming India
Fund, Inc. (the "Fund") will be held at One Liberty Plaza, 39th Floor
Conference Center, New York, New York 10006, on November 22, 2000, at 10:00
a.m., to consider and act upon a proposal to approve the new Investment
Advisory and Management Agreement between the Fund and Jardine Fleming
International Management Inc. ("JFIMI"), pursuant to which JFIMI will continue
to serve as the investment adviser with respect to the assets of the Fund.
October 19, 2000, was fixed by the Board of Directors as the record date
for determination of shareholders entitled to notice of, and to vote at, the
Meeting or any adjournments thereof.
BY ORDER OF THE BOARD OF DIRECTORS
[GRAPHIC OMITTED]
Paul H. Schubert
Secretary
New York, New York
October 25, 2000
-----------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT -- PLEASE EXECUTE AND RETURN THE ENCLOSED PROXY
PROMPTLY, WHETHER OR NOT YOU PLAN TO ATTEND THE JARDINE FLEMING INDIA FUND,
INC. SPECIAL MEETING OF SHAREHOLDERS.
-----------------------------------------------------------------------------
<PAGE>
[GRAPHIC OMITTED]
JARDINE FLEMING INDIA FUND, INC.
51 W. 52nd Street
New York, NY 10019
QUESTIONS & ANSWERS
WE RECOMMEND THAT YOU READ ALL OF THIS PROXY STATEMENT. FOR YOUR CONVENIENCE,
WE HAVE PROVIDED A BRIEF OVERVIEW OF THE ISSUE TO BE VOTED UPON AT THE SPECIAL
MEETING OF SHAREHOLDERS.
Q: WHAT IS HAPPENING?
A: On August 1, 2000, The Chase Manhattan Corporation ("Chase") acquired Robert
Fleming Holdings Limited ("RFH"), the indirect corporate parent of Jardine
Fleming International Management Inc. ("JFIMI"). JFIMI is the investment
adviser for Jardine Fleming India Fund, Inc. (the "Fund"). As a result of
this acquisition, there has been a change of control of JFIMI which
requires the Fund to enter into a new investment advisory and management
agreement. We are convening a Special Meeting of Shareholders to give the
Fund's shareholders the opportunity to approve a new investment advisory
and management agreement for the Fund.
Q: WHY AM I BEING ASKED TO VOTE?
A: The Investment Company Act of 1940, which regulates investment companies in
the United States such as the Fund, requires a shareholder vote to approve
a new investment advisory and management agreement whenever there is a
change in control of a fund's investment adviser.
Q: HOW WILL THE NEW AGREEMENT AFFECT MY SHARES?
A: The Fund and its investment objectives will remain the same. JFIMI's fee
structure, and underlying expenses will not change as a result of the
acquisition of RFH by Chase. JFIMI does, however, expect to change its name
to reflect its status as a part of the new Chase Flemings Asset Management
organization. The primary consequence of the transaction is that RFH became
a subsidiary of Chase. The new investment advisory and management agreement
between the Fund and JFIMI would be virtually identical to the old
investment advisory and management agreement and calls for JFIMI to operate
as it has done in the past. You will continue to receive the same level of
services that you have come to expect over the years.
Q: WILL THE INVESTMENT ADVISORY FEES BE THE SAME?
A: Yes, the investment advisory fees paid by the Fund to JFIMI will remain the
same.
Q: WILL MY VOTE MAKE A DIFFERENCE?
A: Yes, your vote is needed to ensure that the new investment advisory and
management agreement is approved. It is important that as many shareholders
as possible be represented in the voting process.
Q: HOW DOES THE BOARD SUGGEST THAT I VOTE?
A: The Board of Directors for the Fund recommends that you vote "FOR" the
proposed new investment advisory and management agreement between the Fund
and JFIMI.
Q: WHO IS PAYING FOR EXPENSES RELATED TO THE SPECIAL MEETING OF
SHAREHOLDERS?
A: All costs of the proxy solicitation and the Special Meeting of Shareholders
will be paid by JFIMI. None of the costs associated with the transaction or
this shareholder vote will be borne by the Fund.
2
<PAGE>
Q: WHO DO I CALL IF I HAVE QUESTIONS?
A: We will be happy to answer your questions about the proxy solicitation.
Please call us at 877-504-7026.
Q: WHERE DO I MAIL MY PROXY CARD?
A: You may mail your proxy card using the enclosed postage paid envelope.
3
<PAGE>
[GRAPHIC OMITTED]
JARDINE FLEMING INDIA FUND, INC.
51 W. 52nd Street,
New York, NY 10019
PROXY STATEMENT
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Jardine Fleming India Fund, Inc. (the "Fund") of
proxies to be voted at the Special Meeting of Shareholders (the "Meeting") of
the Fund to be held at One Liberty Plaza, 39th Floor Conference Center, New
York, NY 10006, on November 22, 2000, at 10:00 a.m., and at any adjournments
thereof, to consider and act upon a proposal to approve the new investment
advisory and management agreement between the Fund and Jardine Fleming
International Management Inc. ("JFIMI"), pursuant to which JFIMI will continue
to serve as the investment adviser with respect to the assets of the Fund. The
enclosed proxy and this Proxy Statement are being sent to the Fund's
shareholders on or about October 25, 2000.
The cost of soliciting proxies and preparing the proxy materials will be
borne by JFIMI. The Fund's brokers, custodians, nominees, and fiduciaries are
to forward solicitation material to the beneficial owners of stock held of
record and JFIMI will reimburse them for their reasonable out-of-pocket
expenses in forwarding such solicitation material. In addition, proxies may be
solicited personally or by telephone by directors, officers, and employees of
the Fund without additional compensation to them.
The Fund's Board of Directors has selected Mr. Paul H. Schubert and Ms.
Joanne M. Kilkeary, and each 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 on or
otherwise provided in each proxy. Unless instructions to the contrary are
marked, shares represented by the proxies will be voted "FOR" the proposal. Any
proxy may be revoked at any time prior to its exercise by submitting another
proxy bearing a later date or by giving written notice to the Secretary of the
Fund at the New York address indicated above or by voting in person at the
Meeting. Unmarked proxy cards will be voted for approval of the new investment
advisory and management agreement. A shareholder who attends the Meeting,
however, is not required to revoke the proxy and vote in person.
The Board of Directors has fixed the close of business on October 19,
2000, as the record date for the determination of shareholders entitled to
notice of, and to vote at, the Meeting or any adjournment thereof. At that
date, there were outstanding and entitled to vote 6,709,252 shares of Common
Stock, par value $0.001 per share. Shareholders of the Fund on that date will
be entitled one vote on each matter to be voted for each share held.
The required majority for approval of the new investment advisory and
management agreement is the lesser of:
(1) 67% of the outstanding shares of the Fund present at the Meeting; or
(2) More than 50% of the outstanding shares of the Fund.
A quorum of shareholders is constituted by the presence in person or by
proxy of the holders of a majority of the outstanding shares of the Fund
entitled to vote at the Meeting. For purposes of determining the presence of a
quorum for transacting business at the Meeting, abstentions and "broker
non-votes" will be treated as shares that are present but which have not been
voted. "Broker non-votes" are shares held by a broker or nominee for which an
executed proxy is received by the Fund but are not voted as to the proposal
because instructions have not been received from the beneficial owners or
persons entitled to vote, and the broker or nominee does not have discretionary
voting power. In terms of the vote on the proposal to approve the new
investment advisory and management agreement, "broker non-votes" will have the
same effect as votes against the proposal.
4
<PAGE>
In the event that a quorum is not present at the Meeting, or if a quorum
is present but sufficient votes to approve the proposal are not received, the
persons named as proxies may propose one or more adjournments of the Meeting to
permit further solicitation of proxies. In determining whether to adjourn the
Meeting, the following factors may be considered: the nature of the proposal,
the percentage of votes actually cast, the percentage of negative votes
actually cast, the nature of any further solicitation and the information to be
provided to shareholders with respect to the reasons for the solicitation. Any
adjournment will require the affirmative vote of a majority of those shares
represented at the Meeting in person or by proxy. The persons named as proxies
will vote those proxies that they are entitled to vote "FOR" the proposal in
favor of an adjournment and will vote those proxies required to be voted
"AGAINST" the proposal against any adjournment. If following an adjournment or
adjournments a quorum cannot be established or a quorum is established but
sufficient votes to approve the proposal are not received, the proposal will
fail and the Fund will have to seek alternative arrangements for an investment
adviser.
The principal executive offices of the Fund are located at 51 W. 52nd
Street, New York, NY 10019.
PRINCIPAL HOLDERS
As of October 19, 2000, to the knowledge of the Fund, there were no
persons known to be control persons of the Fund, as such term is defined in
Section 2(a)(9) of the 1940 Act. As of such date, the only persons known to the
Fund 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 RECORD/BENEFICIAL RECORD/BENEFICIAL PERCENT OF
OWNER OWNERSHIP CLASS
------------------------------------------ ------------------- -----------
<S> <C> <C>
(Record Owner)
Cede & Co., nominee for 6,641,344 shares 98.99%
The Depository Trust Company
P.O. Box 20
Bowling Green Station
New York, NY 10204
(Beneficial Owners)
City of London 1,170,663 shares 11.50%
10 Eastcheap
London, EC3M ILX
England
President and Fellows of Harvard College 1,124,201 shares 9.94%
c/o Harvard Management Company, Inc.
600 Atlantic Avenue,
Boston, Massachusetts 02210
Barclays Bank PLC 933,900 shares 8.26%
54 Lombard St.
London ENEC3P3AH
</TABLE>
The above beneficial shareholder information is based on publicly
available Schedule 13G disclosures filed with the Securities and Exchange
Commission as of October 19, 2000 and does not reflect any change for shares
accepted for tender by the Fund during its recent tender offer.
PROPOSAL
TO APPROVE OR DISAPPROVE THE NEW
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
BACKGROUND & ACQUISITION OF ROBERT FLEMING HOLDINGS LTD. BY
CHASE MANHATTAN
Jardine Fleming International Management Inc. ("JFIMI"), incorporated in
the British Virgin Islands in 1992 and registered as an investment adviser
under the Investment Advisers Act of 1940, currently serves as
5
<PAGE>
the investment adviser to Jardine Fleming India Fund, Inc. (the "Fund"). Prior
to August 1, 2000, JFIMI was an indirect subsidiary of Robert Fleming Holdings
Limited ("RFH"), a global asset management and investment banking group. RFH
owned a 90% interest in JFIMI and Jardine Matheson Holdings Limited owned the
remaining 10%. On August 1, 2000, The Chase Manhattan Corporation ("Chase")
acquired 100% of the issued share capital of RFH. On August 15, 2000, Chase
acquired Jardine Matheson's remaining 10% interest in JFIMI, thereby making
JFIMI a wholly-owned subsidiary of Chase. The acquisition of RFH resulted in a
change of control of JFIMI. Under the Investment Company Act of 1940, this
change of control was an "assignment" which caused the immediate termination of
the Investment Advisory and Management Agreement dated as of March 2, 1994, as
amended on July 22, 1999 and further amended on January 20, 2000 (the "Prior
Agreement"). The Board of Directors of the Fund (the "Board") approved a
temporary agreement (the "Interim Agreement") which will terminate
automatically on December 28, 2000 (150 days subsequent to the consummation of
the Chase acquisition of RFH). The Interim Agreement's function is to allow
time for shareholders to vote on a new agreement.
INFORMATION CONCERNING CHASE
Chase is one of the world's largest financial services institutions with
approximately $406 billion in assets. Its $4 billion sales and trading
organization serves institutional investors and corporations. Chase, through
its private banking industry group, Chase Asset Management, also manages
approximately $232 billion in client assets. Chase's Global Investment Banking
advises and provides integrated financial solutions to corporations, financial
institutions, governments and entrepreneurs.
SECTION 15(F) OF THE INVESTMENT COMPANY ACT OF 1940
The acquisition of RFH by Chase is subject to Section 15(f) of the
Investment Company Act. Section 15(f) provides in substance that, when a sale
of controlling interest in an investment adviser occurs, the investment adviser
or any of its affiliated persons, as defined in the Investment Company Act, may
receive any amount or benefit in connection with the sale as long as two
conditions are satisfied.
First, an "unfair burden" must not be imposed on the investment company as
a result of the transaction relating to the sale of such interest, or any
express or implied terms, conditions or understandings applicable to the sale.
The term "unfair burden" (as defined in the Investment Company Act) includes
any arrangement during the two-year period after the transaction whereby the
investment adviser (or predecessor or successor adviser), or any "interested
person" (as defined in the Investment Company Act) of any such adviser,
receives or is entitled to receive any compensation, directly or indirectly,
from the investment company or its security holders (other than fees for bona
fide investment advisory or other services) or from any person in connection
with the purchase or sale of securities or other property to, from or on behalf
of the investment company. The Board is not aware of any circumstances arising
from the acquisition that might result in an unfair burden being imposed on the
Fund. All parties involved in the transaction have agreed that they will use
their reasonable best efforts to ensure that no unfair burden is placed on the
Fund as a result of the acquisition during the two-year period following the
acquisition.
The second condition of Section 15(f) is that during the three-year period
following the completion of a transaction, at least 75% of the investment
company's directors must not be "interested persons" (as defined in the
Investment Company Act) of the investment adviser or predecessor adviser or its
affiliates. The Fund's current Board complies with this requirement and the
Fund intends to maintain a Board similarly comprised for at least the three
years required by Section 15(f).
THE INTERIM INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
JFIMI is serving as the investment adviser for the Fund under the Interim
Agreement dated August 1, 2000. Pursuant to Section 15(a)(4) of the 1940 Act,
following the consummation of Chase's 90% acquisition of RFH on August 1, 2000,
the Prior Agreement was immediately terminated. On July 20, 2000, the Board
authorized the current Interim Agreement to operate for 150 days after the
acquisition of RFH by Chase. The 150 day-period expires on December 28, 2000.
The Interim Agreement operates exactly as the Prior Agreement did with the
following exception: all payment and compensation earned during the term of the
Interim
6
<PAGE>
Agreement will be held in an interest-bearing escrow account with the Fund's
custodian or a bank. If the new investment advisory and management agreement is
approved by the Board and a majority of the shareholders (see below) then the
entire amount in the escrow account, including the earned interest, will be
paid to JFIMI. If, however, the new agreement is not approved by the Board and
a majority of the shareholders, then JFIMI will be paid out of the escrow
account the lesser of (i) any costs incurred by JFIMI in performing under the
Interim Agreement (plus interest earned on that amount while in escrow), or
(ii) the entire amount in the escrow account (including interest earned).
The Prior Agreement was originally executed on March 2, 1994, was last
approved by the Fund's shareholders on May 11, 1995, and was amended by the
Board on July 22, 1999 and January 20, 2000 to reflect reductions in annual
fees, effective from December 1, 1999. As was the case under the Prior
Agreement, JFIMI is entitled to receive from the Fund under the Interim
Agreement an annual fee equal to 1.15% of the value of the weekly net assets of
the Fund. The Interim Agreement's fee is computed beginning on August 1, 2000,
the date of the consummation of Chase's acquisition of RFH.
THE NEW INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
On October 18, 2000, the Board voted to recommend to shareholders a new
investment advisory and management agreement (the "New Agreement") which will,
if approved by the Fund's shareholders and the Board, replace the Interim
Agreement. Shareholders will vote on the New Agreement at the Special Meeting
of Shareholders and the Board will vote at a meeting to be attended by
Directors in person, as required by the 1940 Act. The New Agreement is
identical to the Prior Agreement except that the effective date will be
December 29, 2000. The only substantive change that will occur if the New
Agreement is approved is that the escrow account set out in the Interim
Agreement will be eliminated.
Under the New Agreement, JFIMI will continue to provide the same
investment advisory services to the Fund that it provided under the Prior
Agreement, including deciding what securities will be purchased and sold by the
Fund, when purchases and sales are to be made, and arranging for such purchases
and sales, all in accordance with the provisions of the Investment Company Act
and any rules thereunder, the governing documents of Fund and any policies and
determinations of the Board.
As compensation for its services to the Fund under the New Agreement,
JFIMI will be entitled to receive from the Fund fees calculated at the same
rate as those charged under the Prior Agreement. If approved by shareholders,
the New Agreement will become effective on December 29, 2000, and will remain
in effect for an initial term of two years and shall continue thereafter
provided its continuance is specifically approved by:
1. A majority vote of the Board, cast in person at a meeting called for
that purpose; or
2. A vote of the holders of a majority of the outstanding voting securities
of the Fund; and
3. In either event, by a majority of the Board who are not parties to the
New Agreement or interested persons of the Board or of any such party
("Independent Directors").
The New Agreement provides that it may be terminated at any time, without
penalty, by either party upon 60 days' written notice, provided that
termination by the Fund shall be directed or approved by a vote of the Board or
by a vote of holders of a majority of the shares of the Fund.
THE BOARD'S CONSIDERATION
On October 18, 2000, the Board, including all of the Independent
Directors, met and unanimously voted to recommend the New Agreement to
shareholders. In an effort to maximize continuity in the management of the
Fund, the Board in approving the Interim Agreement and recommending the New
Agreement decided to maintain the same management relationship with JFIMI. The
Board expressed its desire that the Fund continue to be managed by the current
portfolio management team, based on the Fund's performance record and JFIMI's
highly regarded investment capability in the Asian region, including the India
market. The Board also determined that the current fee level is appropriate and
fair to the Fund.
The Board has, over the years, considered the significance of the
existence of the discount to net asset value ("NAV") at which the Fund's shares
have traded on the New York Stock Exchange and the effect this
7
<PAGE>
discount has on shareholders. To address this concern, in recent months the
Board has authorized the Fund to conduct two rounds of share repurchases, each
for up to 10% of the Fund's outstanding shares, and a partial tender offer for
the Fund's outstanding shares.
The share repurchase, during which approximately 10% of the outstanding
shares of the Fund were repurchased, was conducted from February 1, 2000,
through March 16, 2000. The second share repurchase, in which the Board
authorized the Fund to repurchase an additional 10% of its outstanding shares,
was announced and commenced on August 11, 2000, and has been suspended as a
result of the tender offer. The Board may decide to resume the second round
repurchase after the termination of the tender offer.
The Fund's purchase of shares in the tender offer settled on October 18,
2000, and the Fund repurchased the full 30% of outstanding shares authorized by
the Board. The discount of the market price of the Fund's shares to NAV was
24.04% on August 24, 2000, when the Board decided to make the Tender Offer and
was 22.41% on October 12, 2000, when the Tender Offer closed. Further
information regarding the tender offer and the Fund's share repurchase program
is provided in the Fund's Offer to Purchase, dated September 14, 2000, and its
Supplement to the Offer to Purchase, dated September 25, 2000, copies of which
are available to shareholders upon request.
The Board will continue to seek actively to manage the discount to NAV at
which the Fund's shares trade in the market in the future, including by a
possible resumption of share repurchases. The Board has in the past and in the
future will continue to consider both the absolute level of the discount and
its level relative to other similar funds.
The Board will continue to monitor both the liquidity of the Fund's shares
and the Funds's expense ratio in the light of any actions taken to control the
discount.
The Board recommends that the shareholders vote "FOR" the proposal to
approve the new investment advisory and management agreement between the Fund
and JFIMI.
BOARD OF DIRECTORS
The following table presents information concerning the current Board of
Directors. The information includes their positions and principal occupations
during the last five years. Each director who is an "interested person" of the
Fund (within the meaning of Section 2(a)(19) of the Investment Company Act) is
indicated by an asterisk ("*") preceding his name.
<TABLE>
<CAPTION>
NAME, ADDRESS AND AGE (1) PRINCIPAL OCCUPATIONS DURING PAST FIVE YEARS
-------------------------------------- -------------------------------------------------------------
<S> <C>
Julian M. I. Reid (3)(4) Chief Executive Officer of Anglo American Asset
Class I, Age: 56 Management Limited; Chairman of the Board of the Fund;
Director of Jardine Fleming China Region Fund, Inc. and JF
Philippine Fund Inc.; former Director of Jardine Fleming
International Holdings Limited and Jardine Fleming
Investment Management Limited.
-------------------------------------- -------------------------------------------------------------
*A. Douglas Eu (3) President of the Fund; Chief Operations Officer and
Class III, Age: 39 Secretary of the Investment Adviser; Director of Jardine
Fleming China Region Fund, Inc. and JF Philippine Fund
Inc.; former Director of Jardine Fleming Investment
Management Limited.
-------------------------------------- -------------------------------------------------------------
Jean Jocelyn de Chasteauneuf (2)(4) Adviser to the Executive Committee of the Mauritius
Class II, Age: 62 Commercial Bank Limited; Director of Union Commercial
Bank of the Malagasy Republic; former Director of Banque
Internationale des Mascaseignes Ltee.
-------------------------------------- -------------------------------------------------------------
Ashok V. Desai (2)(4) Consultant Editor of Business Standard; former Secretary and
Class II, Age: 64 Chief Consultant, Ministry of Finance, Government of India
( 1991-1993).
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
NAME, ADDRESS AND AGE (1) PRINCIPAL OCCUPATIONS DURING PAST FIVE YEARS
------------------------------ ---------------------------------------------------------------
<S> <C>
Timothy R. H. Kimber (2)(4) Chairman of Dartmoor Investment Trust Plc., Exeter
Class I, Age: 63 Preferred Capital Investment Trust Plc., Martin Currie Pacific
Trust Plc. And Taiwan Opportunity Fund; Director of New
Zealand Investment Trust Plc., Invesco Japan Discovery Trust
Plc., Adam & Company Investment & Management Ltd.,
Border Asset Management Ltd., Noble Group Ltd., and the
Cumberland Building Society.
-------------------------------------- -------------------------------------------------------------
E.L. Rene Noel (2)(4) Chairman of Mauritius Sugar Industry Research Institute;
Class III, Age: 75 Director of Central Electricity Board and Member of the
Mauritius Sugar Authority, International Sugar Consultant;
former Chairman and Managing Director of Compagnie de
Beau-Vallon Group of Companies.
-------------------------------------- -------------------------------------------------------------
</TABLE>
(1) The Class III directors' term of office expires at the 2001 Annual
Meeting with the position then becoming one for subsequent three-year terms;
the Class I directors' term of office expires at the 2002 Annual Meeting with
the position then becoming one for subsequent three-year terms and the Class II
directors' term of office expires at the 2003 Annual Meeting with the position
then becoming one for a subsequent three-year term.
(2) Denotes member of the Audit Committee of the Board.
(3) Denotes member of the Pricing Committee of the Board.
(4) Denotes member of the Management Engagement Committee of the Board.
The Board has an Audit Committee which reviews with management and the
independent accountants for the Fund, among other things, the scope of the
audit and the controls of the Fund 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 Fund to the Board,
and in general considers and reports to the Board on matters regarding the
Fund's accounting and bookkeeping practices. The Audit Committee members are
Mr. Jean Jocelyn de Chasteauneuf, Dr. Ashok Desai, Mr. Timothy R.H. Kimber and
Mr. E.L. Rene Noel. The Audit Committee met two times during the period from
December 1, 1998 through November 30, 1999 ("Fiscal Year 1999") with each
committee member attending both meetings. The Board does not have a Nominating
Committee or a Compensation Committee.
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 issue offerings. 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 1999, this committee met once with all the indipendent
directors in attendance.
During Fiscal Year 1999, the Board met four times. Each director attended
all four of the meetings of the Board.
In addition to Mr. Eu, the executive officers listed below hold the
following positions with the Fund:
9
<PAGE>
<TABLE>
<CAPTION>
NAME, AGE AND TITLE PRINCIPAL OCCUPATIONS OR EMPLOYMENT IN PAST FIVE YEARS
-----------------------------------------------------------------------------------
<S> <C>
Mr. Paul H. Schubert Senior Vice President and Director of the mutual fund
Age: 37 finance department of Mitchell Hutchins Asset Management
Treasurer & Secretary Inc.; Treasurer for other investment companies for which
Mitchell Hutchins serves as investment adviser/administrator.
-----------------------------------------------------------------------------------
Ms. Joanne M. Kilkeary Vice President of Mitchell Hutchins Asset Management Inc.;
Age: 32 Assistant Treasurer for other investment companies for which
Assistant Treasurer Mitchell Hutchins serves as investment adviser/administrator.
-----------------------------------------------------------------------------------
</TABLE>
Each executive officer is considered an "interested person" within the
meaning of Section 2(a)(19) of the Investment Company Act.
COMPENSATION OF DIRECTORS AND OFFICERS
The table below sets forth the compensation paid by the Fund to its
directors for Fiscal Year 1999:
<TABLE>
<CAPTION>
TOTAL COMPENSATION
FROM FUND AND
NAME OF PERSON, TOTAL COMPENSATION FUND COMPLEX WITH
POSITION FROM FUND TWO FUNDS
-------------------------------------- -------------------- -------------------
<S> <C> <C>
Julian M. I. Reid, $15,634 $29,634
Chairman and Director
Jean Jocelyn de Chasteauneuf, $13,500 $13,500
Director
Ashok V. Desai, $13,500 $13,500
Director
Timothy R.H. Kimber, $13,500 $13,500
Director
E.L. Rene Noel, $13,500 $13,500
Director
</TABLE>
Only independent board members are compensated by the Fund and the
Complex; board members who are "interested persons" as defined by the
Investment Company Act, do not receive compensation.
The above compensation from the Fund 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. In addition, a premium of $2,500 per annum is
payable to the Chairman effective July 22, 1999. The Fund's directors do not
receive any pension or retirement benefits as compensation for their services
as directors of the Fund. Mr. Eu does not receive such fees because of his
affiliation with JFIMI.
None of the executive officers of the Fund received any compensation from
the Fund during Fiscal Year 1999.
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(f) of
the 1940 Act in combination require the Fund's directors and officers, persons
who beneficially own more than ten percent of the Fund's common stock, and
certain other persons to file reports of ownership of the Fund'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 Fund believes that
all relevant persons have complied with the applicable filing requirements
during Fiscal Year 1999.
THE INVESTMENT ADVISER
The Fund's Investment Adviser is Jardine Fleming International Management
Inc. ("JFIMI"), which was incorporated in the British Virgin Islands in 1992
and is registered as an investment adviser under the Investment Advisers Act.
The Investment Adviser's principal address is 47th Floor, Jardine House, 1
Connaught Place, Hong Kong.
10
<PAGE>
The following table represents information concerning the principal
executive officers and directors of JFIMI. The address of each, as it relates
to his duties at JFIMI, is the same as that of JFIMI:
<TABLE>
<CAPTION>
NAME POSITION WITH JFIMI AND PRINCIPAL OCCUPATION
-----------------------------------------------------------------------------------
<S> <C>
Mark B.E. White Director and Chief Executive Officer of JFIMI.
-----------------------------------------------------------------------------------
Hugh M.G. Forsgate Director of JFIMI; Non-executive Director of Jardine
Engineering Corporation Ltd.; Chairman and Director of
Eralda Industries Ltd.
-----------------------------------------------------------------------------------
Michael D. Testa Director of JFIMI; Director of Fleming International Fixed
Interest Management Ltd.; Director of T. Rowe Price
International, Inc.
-----------------------------------------------------------------------------------
A. Douglas Eu Chief Operations Officer and Secretary of JFIMI; Director of
Jardine Fleming India Fund, Inc., Jardine Fleming China
Region Fund, Inc. and JF Philippine Fund Inc.
-----------------------------------------------------------------------------------
</TABLE>
The table below shows the fee schedule for the two funds JFIMI acts as an
adviser for and the amount of advisory fees paid to JFIMI with respect to each
fund for the fiscal year ended December 31, 1999 for Jardine Fleming China
Region Fund and November 30, 1999 for the Fund.
ANNUAL ADVISORY FEE RATE
<TABLE>
<CAPTION>
NAME OF FUND (PERCENTAGE OF DAILY NET ASSETS) ADVISORY FEE
----------------------------------------- ---------------------------------- -------------
<S> <C> <C>
Jardine Fleming China Region Fund, Inc. 1.25% up to $75 million, $1,061,548
1.00% thereafter
Jardine Fleming India Fund, Inc. 1.15% $1,449,791
</TABLE>
THE ADMINISTRATOR
The Fund's Administrator is Mitchell Hutchins Asset Management Inc., whose
address is 51 W. 52nd Street, New York, NY 10019.
DEADLINE FOR SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the 2001 Annual Meeting
of the Shareholders of the Company must be received by November 16, 2000, to be
included in the Proxy Statement for that meeting. A Shareholder seeking to have
a proposal considered at the 2001 Annual Meeting whose proposal is not received
by November 16, 2000, should notify the Fund no later than January 31, 2001. If
notice is not received by January 31, 2001, then the persons appointed as
proxies may vote on the proposal as they see fit notwithstanding that
shareholders have not been advised of the proposal in the Proxy Statement.
OTHER MATTERS
The Board of Directors of the Fund knows of no other matters to be
presented for action at the Meeting other than those mentioned above; 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 Fund.
11
<PAGE>
THE FUND WILL FURNISH, WITHOUT CHARGE, COPIES OF THE ANNUAL REPORT TO
SHAREHOLDERS 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
[GRAPHIC OMITTED]
Julian Reid
Chairman
12
