<PAGE>
[GRAPHIC OMITTED]
JARDINE FLEMING INDIA FUND, INC.
51 W. 52nd Street
New York, N.Y. 10019
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 11, 2000
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 11, 2000 at 11:00 a.m. for the following purposes:
(1) to elect two Class II directors of the Company, to hold office for
a term expiring on the date of the annual meeting of stockholders in 2003
or until respective successors have 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 2000; 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 March 21, 2000 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
[GRAPHIC OMITTED]
Julian M.I. Reid
Chairman
March 27, 2000
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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.
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<PAGE>
JARDINE FLEMING INDIA FUND, INC.
[GRAPHIC OMITTED]
51 W. 52nd Street
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 11, 2000 at 11:00 a.m. or any
adjournments thereof, for the following purposes:
(1) to elect two Class II directors of the Company, to hold office for the
term indicated or until respective successors have 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 2000; 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 27, 2000.
The Board has selected Mr. Julian M.I. Reid and Mr. Paul H. Schubert, 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 March 21, 2000, 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 10,178,769
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" (as defined below) are counted for purposes of determining
whether a quorum is present for purposes of convening the meeting. "Broker
non-votes" are shares held by a broker or nominee for which an executed proxy is
received by the Company but are not voted as to one or more proposals 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. For proposals 1 and 2, which must be approved by a percentage of votes
cast on each proposal, abstentions and broker non-votes will not be counted as
"votes cast" on the proposal and will have no effect on the result of the vote.
The principal executive offices of the Company are located at 51 W. 52nd
Street, 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 51 W. 52nd Street, 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 II directors, Mr. Jean Jocelyn de Chasteauneuf and Dr.
Ashok V. Desai, expire at the Meeting. Mr. de Chasteauneuf and Dr. Desai have
been nominated to be elected to serve as Class II directors for a term of three
years. Mr. A. Douglas Eu was elected the President of the Company on July 22,
1999, while Mr. Julian M.I. Reid, the former President, became the Chairman of
the Company effective July 22, 1999.
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.
As of March 21, 2000, the following directors owned shares of Common Stock
of the Company:
NAME NUMBER OF SHARES HELD
Timothy R.H. Kimber 2,500
Julian M.I. Reid 1,000
None of the other directors or officers of the Company had any beneficial
ownership in any stock of the Company, and the officers and directors as a group
own less than 1% of the Common Stock of the Company.
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, 1998.
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 other 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.
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.
<PAGE>
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.
<TABLE>
<CAPTION>
NAME, CLASS AND AGE (1) PRINCIPAL OCCUPATIONS OR EMPLOYMENT IN PAST FIVE YEARS
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<S> <C>
Julian M.I. Reid (3) (4) Chief Executive Officer of Anglo American Asset
Class I, Age: 55 Management Limited; Chairman of the Board of the
Company; Director of Jardine Fleming China Region Fund,
Inc., JF Philippine Fund Inc., and JF Indonesia Fund Inc.;
former Director of Jardine Fleming International Holdings
Limited and Jardine Fleming Investment Management
Limited.
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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.
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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
(1991-93).
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*A. Douglas Eu (3) President (effective July 22, 1999) of the Company; Chief
Class III, Age: 38 Operations Officer and Secretary of the Investment Adviser;
Director of Jardine Fleming China Region Fund, Inc., JF
Philippine Fund Inc., and JF Indonesia Fund Inc.; former
Director of Jardine Fleming Investment Management
Limited.
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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; Deputy Treasurer of Lancaster
University.
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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.
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</TABLE>
(1) The Class II directors' term of office expires at the Meeting with the
position then becoming one for a subsequent three-year term; the Class III
directors' term of office expires at the 2001 Annual Meeting with the position
then becoming one for subsequent three-year terms; and the Class I directors'
term of office expires at the 2002 Annual Meeting with the position then
becoming one for subsequent three-year terms.
(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.
<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
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 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.
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 Company:
<TABLE>
<CAPTION>
NAME, AGE, TITLE AND DATE OF APPOINTMENT PRINCIPAL OCCUPATIONS OR EMPLOYMENT IN PAST FIVE YEARS
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<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 since Inc.; Treasurer for other investment companies for which
July 9, 1999 Mitchell Hutchins serves as investment adviser/administrator.
Ms. Joanne Kilkeary Vice President of Mitchell Hutchins Asset Management Inc.;
Age: 32 Assistant Treasurer for other investment companies for which
Assistant Treasurer since Mitchell Hutchins serves as investment adviser/administrator.
January 20, 2000
</TABLE>
Each executive officer is considered an "interested person" within the
meaning of Section 2(a)(19) of the 1940 Act.
<PAGE>
PRINCIPAL HOLDERS
As of March 21, 2000, 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:
NAME AND ADDRESS AMOUNT OF
OF RECORD/BENEFICIAL RECORD/BENEFICIAL PERCENTAGE OF
OWNER OWNERSHIP OUTSTANDING SHARES
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(Record Owner)
Cede & Co., as nominee for 10,055,817 shares 98.80%
The Depository Trust Company
P.O. Box 20
Bowling Green Station
New York, NY 10204
(Beneficial Owners)
President & Fellows of 2,351,000 shares 23.10%
Harvard College
600 Atlantic Avenue
Boston, MA 02210
Barclays Bank PLC 1,082,000 shares 10.63%
54 Lombard St.
London ENEC3P3AH
COMPENSATION OF DIRECTORS AND OFFICERS+
For the Fiscal Year 1999, the directors received the following compensation from
the Company:
<TABLE>
<CAPTION>
TOTAL COMPENSATION
FROM COMPANY AND
NAME OF PERSON, TOTAL COMPENSATION FUND COMPLEX WITH
POSITION FROM COMPANY TWO FUNDS
-------- ------------ ---------
<S> <C> <C>
1. Julian M. I. Reid, $15,634 $29,634
Chairman and Director
2. Jean Jocelyn de Chasteauneuf, $13,500 $13,500
Director
3. Dr. Ashok V. Desai, $13,500 $13,500
Director
4. Timothy R.H. Kimber, $13,500 $13,500
Director
5. E.L. Rene Noel $13,500 $13,500
Director
</TABLE>
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+ Only independent board members are compensated by the Company 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 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. In addition, a premium of $2,500 per annum is
payable to the Chairman effective July 22, 1999. The Company's directors do not
receive any pension or retirement benefits as compensation for their services as
directors of the Company. Mr. Eu does not receive such fees because of his
affiliation with the Investment Adviser.
None of the executive officers of the Company received any compensation
from the Company 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 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 1999.
<PAGE>
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), to audit the
accounts of the Company for and during the period December 1, 1999 through
November 30, 2000 ("Fiscal Year 2000") (subject to ratification by the
stockholders at the Meeting). PWC served as independent accountants of the
Company for 1999. 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 1999, 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 1999.
The Audit Committee of the Board recommended the selection of PWC as
independent accountants for Fiscal Year 2000 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 PWC
AS THE COMPANY'S INDEPENDENT ACCOUNTANTS FOR FISCAL YEAR 2000.
DEADLINE FOR STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the 2001 Annual Meeting
of the Stockholders of the Company must be received by November 2, 2000, to be
included in the Proxy Statement and the form of proxy relating to that meeting;
the Company expects that the 2001 Annual Meeting will be held in May of 2001.
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 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.
<PAGE>
In the event that sufficient votes in favor of any proposal set forth in
the Notice of this Meeting are not received by May 11, 2000, 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
[GRAPHIC OMITTED]
Julian M. I. Reid
Chairman
JFCIF-PS-99
