SCHEDULE 14A INFORMATION
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
[X] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
THE INDIA FUND, INC.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it is determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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THE INDIA FUND, INC.
April 5, 2004
DEAR STOCKHOLDERS:
We are pleased to enclose the notice and proxy statement for the Annual
Meeting of Stockholders of The India Fund, Inc. (the "Fund") to be held on
Wednesday, April 28, 2004 at the offices of Simpson Thacher & Bartlett LLP, 425
Lexington Avenue, Conference Room 30J, 30th Floor, New York, New York at 11:00
a.m., New York time.
The stockholders of the Fund are being asked to vote on the election of
Directors.
After careful consideration, the Board of Directors, including its
independent directors, recommends that stockholders of the Fund vote "FOR" each
of the nominees. Whether or not you intend to attend the Meeting, you may vote
by proxy by signing and returning your proxy card in the enclosed postage-paid
envelope.
We urge you to review the enclosed materials for all the details for the
proposal described above. It is very important that you complete and return the
enclosed proxy card.
As always, we thank you for your confidence and support.
Sincerely,
/s/ Deborah Kaback
Deborah Kaback
Secretary
[THIS PAGE INTENTIONALLY LEFT BLANK]
THE INDIA FUND, INC.
200 Park Avenue, 24th Floor
New York, New York 10166
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
April 5, 2004
TO THE STOCKHOLDERS:
The Annual Meeting of Stockholders of The India Fund, Inc. (the "Fund")
will be held at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington
Avenue, New York, New York in Conference Room 30J, 30th Floor, on Wednesday,
April 28, 2004, at 11:00 a.m., for the purposes of considering and voting upon:
1. The election of Directors.
2. Any other business that may properly come before the Meeting.
The close of business on March 26, 2004 has been fixed as the record date
for the determination of stockholders entitled to notice of and to vote at the
Meeting.
By Order of the Board of Directors,
/s/ Deborah Kaback
Deborah Kaback
Secretary
--------------------------------------------------------------------------------
TO AVOID UNNECESSARY EXPENSE OF FURTHER SOLICITATION, WE URGE YOU
to indicate voting instructions on the enclosed proxy card, date and sign it
and return it promptly in the envelope provided, no matter how large or small
your holdings may be.
--------------------------------------------------------------------------------
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance to
you and avoid the time and expense to the Fund in validating your vote if you
fail to sign your proxy card properly.
1. INDIVIDUAL ACCOUNTS: Sign your name exactly as it appears in the
registration on the proxy card.
2. JOINT ACCOUNTS: Either party may sign, but the name of the party signing
should conform exactly to a name shown in the registration.
3. OTHER ACCOUNTS: The capacity of the individual signing the proxy card
should be indicated unless it is reflected in the form of registration. For
example:
REGISTRATION
CORPORATE ACCOUNTS VALID SIGNATURE
(1) ABC Corp. ................................... ABC Corp. (by John Doe, Treasurer)
(2) ABC Corp. ................................... John Doe, Treasurer
(3) ABC Corp. c/o John Doe, Treasurer ........... John Doe
(4) ABC Corp. Profit Sharing Plan ............... John Doe, Trustee
TRUST ACCOUNTS
(1) ABC Trust ................................... Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee u/t/d 12/28/78 ......... Jane B. Doe
CUSTODIAL OR ESTATE ACCOUNTS
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA ............... John B. Smith
(2) John B. Smith ............................... John B. Smith, Jr., Executor
THE INDIA FUND, INC.
200 Park Avenue, 24th Floor
New York, New York 10166
---------------
PROXY STATEMENT
---------------
This proxy statement is furnished in connection with a solicitation by the
Board of Directors of The India Fund, Inc. (the "Fund") of proxies to be used at
the Annual Meeting of Stockholders of the Fund (the "Meeting") to be held at the
offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New
York in Conference Room 30J on the 30th Floor, on Wednesday, April 28, 2004, at
11:00 a.m. (and at any adjournment or adjournments thereof) for the purposes set
forth in the accompanying Notice of Annual Meeting of Stockholders. This proxy
statement and the accompanying form of proxy are first being mailed to
stockholders on or about April 5, 2004. ANY STOCKHOLDER MAY REQUEST AN
ADDITIONAL COPY OF THE FUND'S ANNUAL REPORT CONTAINING FINANCIAL STATEMENTS FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2003, FREE OF CHARGE, BY CONTACTING ADVANTAGE
ADVISERS, INC. ("ADVANTAGE") AT THE ADDRESS LISTED BELOW OR BY CALLING
1-800-421-4777. Stockholders who execute proxies retain the right to revoke them
in person at the Meeting or by written notice received by the Secretary of the
Fund at any time before they are voted. Unrevoked proxies will be voted in
accordance with the specifications thereon and, unless specified to the
contrary, will be voted FOR the Election of Directors. The close of business on
March 26, 2004 has been fixed as the record date for the determination of
stockholders entitled to notice of and to vote at the Meeting. Each stockholder
is entitled to one vote for each full share and an appropriate fraction of a
vote for each fractional share held. On the record date, there were 23,302,828
shares of the Fund's common stock outstanding.
At the Meeting, stockholders will be asked to vote on the election of Class
I, Class II and Class III Directors of the Fund. In the event that a quorum is
not present at the Meeting, or in the event that a quorum is present but
sufficient votes to approve any of the proposals are not received, the persons
named as proxies may propose one or more adjournments of the Meeting to a date
not more than 120 days after the original record date to permit further
solicitation of proxies. Any such 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 which they are entitled to
vote FOR or AGAINST any such proposal at their discretion. A stockholder vote
may be taken on one or more of the proposals in this proxy statement prior to
any such adjournment if sufficient votes have been received for approval. Under
the By-Laws of the Fund, a quorum is constituted by the presence in person or by
proxy of the holders of record of a majority of the outstanding shares of common
stock of the Fund entitled to vote at the Meeting.
Stockholders who plan on attending the Meeting will be required to provide
valid identification in order to gain admission.
Advantage, whose principal business address is 200 Park Avenue, 24th Floor,
New York, New York 10166, is the Fund's investment manager. Advantage is a
wholly-owned subsidiary of Oppenheimer Asset Management Inc., which is an
affiliate of Oppenheimer & Co. Inc.
Imperial Investment Advisors Private Limited ("Imperial"), whose principal
business address is Taj President-Mumbai, Room No. 802, 90, Cuffe Parade,
Mumbai-400 005, India, is the Fund's country adviser. Imperial is currently a
99%-owned subsidiary of Advantage India, Inc., which in turn is a wholly-owned
subsidiary of Oppenheimer & Co. Inc.
The principal business address of the Fund is 200 Park Avenue, 24th Floor,
New York, New York 10166. The Fund is a closed-end management investment
company, registered under the Investment Company Act of 1940, as amended (the
"1940 Act").
PROPOSAL 1: ELECTION OF DIRECTORS
In accordance with the Fund's Charter, the Fund's Board of Directors is
divided into three classes: Class I, Class II and Class III. At the Meeting,
stockholders will be asked to elect one Class I Director to hold office until
the 2006 Annual Meeting of Stockholders, one Class II Director to hold office
until the 2005 Annual Meeting of Stockholders and two Class III Directors to
hold office until the 2007 Annual Meeting of Stockholders, or, in each case,
thereafter until their respective successors are elected and qualified. The
effect of these staggered terms is to limit the ability of other entities or
persons to acquire control of the Fund by delaying the replacement of a majority
of the Board of Directors.
The persons named in the accompanying form of proxy intend to vote at the
Meeting (unless directed not to vote) FOR the election of the nominees listed
below. The nominees have indicated that they will serve if elected, but if the
nominees should be unable to serve, the proxy will be voted for any other person
determined by the persons named in the proxy in accordance with their judgment.
The following table provides information concerning the nominees for
election as Class I, II and III Directors:
NUMBER OF
FUNDS IN
FUND
COMPLEX
OVERSEEN BY OTHER
NOMINEE DIRECTORSHIPS
POSITION HELD LENGTH OF PRINCIPAL OCCUPATION (INCLUDING HELD BY
NAME, ADDRESS AND AGE WITH FUND TERM SERVED DURING PAST 5 YEARS THE FUND) NOMINEE
---------------------- ------------- ----------- -------------------- ----------- -------------
NOMINEE TO SERVE AS A CLASS I DIRECTOR UNTIL THE 2006 ANNUAL MEETING OF STOCKHOLDERS
NON-INTERESTED DIRECTOR NOMINEE
Lawrence K. Becker+ Director and Since 2003 Treasurer of The France 11 None
8039 Harbor View Terrace Member of Growth Fund, Inc.
Brooklyn, NY 11209 the Audit and (February 2004-Present);
Age: 48 Nominating Private Investor, Real
Committees Estate Investment
Management (July 2003-
Present); Vice President,
Controller/Treasurer,
National Financial
Partners (2002-2003);
Managing Director,
Controller/Treasurer,
Oppenheimer Capital-
PIMCO (1981-2000).
----------------------
+ Mr. Becker was recommended to the Fund's Nominating Committee by an
independent director of the Fund.
2
NUMBER OF
FUNDS IN
FUND
COMPLEX
OVERSEEN BY OTHER
NOMINEE DIRECTORSHIPS
POSITION HELD LENGTH OF PRINCIPAL OCCUPATION (INCLUDING HELD BY
NAME, ADDRESS AND AGE WITH FUND TERM SERVED DURING PAST 5 YEARS THE FUND) NOMINEE
---------------------- ------------- ----------- -------------------- ----------- -------------
NOMINEE TO SERVE AS A CLASS II DIRECTOR UNTIL THE 2005 ANNUAL MEETING OF STOCKHOLDERS
NON-INTERESTED DIRECTOR NOMINEE
Stephane R.F. Henry+ Director and Since Managing Director, 1 Boyer Allan
c/o Premium Asset Management Ltd. Member of 2004 Premium Asset India Fund Inc.
Jamalacs, Vieux Conseil Street the Management Ltd.,
Port Louis, Mauritius Nominating (1998-present).
Age: 37 Committee
NOMINEES TO SERVE AS CLASS III DIRECTORS UNTIL THE 2007 ANNUAL MEETING OF STOCKHOLDERS
NON-INTERESTED DIRECTOR NOMINEE
J. Marc Hardy Director and Since Managing Director, 1 None
c/o Multiconsult Limited Member of 2002 Mainstream Ltd.
Frere Felix de Valois Street the (independent financial
Port Louis, Mauritius Nominating advisor) and Value
Age: 49 Committee Investors Ltd. (private
investment company).
INTERESTED DIRECTOR NOMINEE
Bryan McKigney* Director, Since Managing Director, 2 None
90 Broad Street President and 1999 Oppenheimer Asset
New York, NY 10004 Chairman of Management Inc. (June
Age: 45 the Board 2003-Present); Managing
Director (2000-June
2003) and Executive
Director (1993-2000),
CIBC World Markets
Corp.; Managing
Director, CIBC
Oppenheimer Advisers,
L.L.C. and Advantage;
President of The Asia
Tigers Fund, Inc.; and
formerly, Vice President
and Division Executive,
Head of Derivative
Operations (1986-1993).
----------------------
+Mr. Henry was recommended to the Fund's Nominating Committee by an
independent director of the Fund.
*Mr. McKigney is an "interested person," as defined in the 1940 Act, because
he serves as Managing Director of Advantage and a director and/or officer of
affiliates of Advantage, the Fund's investment manager.
3
The following table provides information concerning the Directors serving
until the year 2005 and 2006 Annual Meetings of Stockholders:
NUMBER OF
FUNDS IN
FUND
COMPLEX
OVERSEEN BY OTHER
NOMINEE DIRECTORSHIPS
POSITION HELD LENGTH OF PRINCIPAL OCCUPATION (INCLUDING HELD BY
NAME, ADDRESS AND AGE WITH FUND TERM SERVED DURING PAST 5 YEARS THE FUND) NOMINEE
---------------------- ------------- ----------- -------------------- ----------- -------------
CLASS II DIRECTORS SERVING UNTIL THE YEAR 2005 ANNUAL MEETING OF STOCKHOLDERS
NON-INTERESTED DIRECTORS
Leslie H. Gelb Director and Since President Emeritus, The 2 Britannica.com;
The Counsel on Foreign Member of 1994 Council on Foreign Director of 31
Relations the Audit and Relations (2003-Present); registered
58 East 68th Street Nominating President, The Council investment
New York, NY 10021 Committees on Foreign Relations companies
Age: 66 (1993-2003); Columnist advised by
(1991-1993); Deputy Salomon
Editorial Page Editor Brothers Asset
(1985-1990) and Editor, Management
Op-Ed Page (1988-1990), ("SBAM").
THE NEW YORK TIMES.
Luis F. Rubio Director and Since President, Centro de 11 None
Jaime Balmes No. 11, D-2 Member of the 1999 Investigacion para el
Los Morales, Polanco Audit and Desarrollo, A.C. (Center
Mexico, D.F. 11510 Nominating of Research for
Age: 48 Committees Development) (2002-
Present) Director
General, Centro de
Investigacion para el
Desarrollo, A.C. (1984-
2002); frequent
contributor of op-ed
pieces to THE LOS ANGELES
TIMES and THE WALL
STREET JOURNAL.
CLASS I DIRECTOR SERVING UNTIL THE YEAR 2006 ANNUAL MEETING OF STOCKHOLDERS
NON-INTERESTED DIRECTOR
Jeswald W. Salacuse Director and Since Henry J. Braker 2 Director of 31
The Fletcher School Chairman of 1993 Professor of Commercial registered
of Law & Diplomacy the Audit and Law, The Fletcher investment
at Tufts University Nominating School of Law & companies
Medford, MA 02155 Committees Diplomacy (1986- advised by
Age: 66 Present); Dean, The SBAM.
Fletcher School of Law &
Diplomacy, Tufts
University (1986-1994).
4
The following table provides information concerning the number and dollar
range of equity securities owned beneficially by each Director and nominee for
election as Director as of March 26, 2004:
AGGREGATE DOLLAR
RANGE OF EQUITY
DOLLAR RANGE SECURITIES IN ALL
OF EQUITY FUNDS OVERSEEN BY
NUMBER OF SECURITIES IN DIRECTOR/NOMINEE AND
NAME OF DIRECTOR/NOMINEE SHARES THE FUND ADVISED BY ADVANTAGE
--------------------------- --------------- --------------- -------------------------
NON-INTERESTED DIRECTORS/NOMINEES
Lawrence K. Becker None None None
Leslie H. Gelb None None None
J. Marc Hardy None None None
Stephane R.F. Henry None None None
Luis F. Rubio None None None
Jeswald W. Salacuse 326 $1 - 10,000 $1 - 10,000
INTERESTED DIRECTOR/NOMINEE
Bryan McKigney* 1,000 None None
ALL DIRECTORS AND EXECUTIVE OFFICERS (AS A GROUP) 1,326 n/a n/a
----------------------
* Mr. McKigney is an "interested person," as defined in the 1940 Act, because
he serves as Managing Director of Advantage and a director and/or officer of
affiliates of Advantage, the Fund's investment manager.
As of March 26, 2004, the holdings of no Director or executive officer, nor
the Directors and executive officers of the Fund as a group, represented more
than 1% of the outstanding shares of the Fund's common stock. At March 26, 2004,
no Director or nominee for election as Director who is not an "interested
person" of the Fund as defined in the 1940 Act, nor any immediate family member
of such persons, had any interest in Advantage, the Fund's investment manager,
Imperial, the Fund's country adviser, or person or entity (other than the Fund)
directly or indirectly controlling, controlled by, or under common control with
Advantage or Imperial.
The following table sets forth the beneficial ownership of shares of the
Fund, as of March 26, 2004, by each person (including any group) known to the
Fund to be deemed to be the beneficial owner of more than 5% of the outstanding
shares of the Fund:
NAME OF BENEFICIAL OWNER NUMBER OF SHARES PERCENT OWNERSHIP
------------------------ BENEFICIALLY -----------------
OWNED
----------------
Barclays Global Investors, N.A. (1) 911,101 3.89%
45 Fremont Street
San Francisco, CA 94105
Barclays Global Investors, Ltd. (1) 707,903 3.02%
Murray House
1 Royal Mint Court
London EC3N 4HH
United Kingdom
Barclays Life Assurance Company Limited (1) 5,017 0.02%
Unicorn House, 5th Floor
252 Romford Road, Forest Gate
London 37 9JB
United Kingdom
(1) Based solely upon information presented in Schedule 13G, providing
information as of December 31, 2003, filed jointly by the above-listed
entities, which, in each case, reports sole voting and dispositive power
as to all such shares. Each such entity disclaims membership in a group.
The aggregate ownership of the above-listed entities is equal to 6.93%.
In addition, as of March 26, 2004, Cede & Co., a nominee for participants
in The Depository Trust Company, held of record 23,206,743 shares, equal to 99%
of the outstanding shares of the Fund.
RESPONSIBILITIES OF THE BOARD OF DIRECTORS
The Board of Directors is responsible for ensuring that the Fund is managed
in the best interest of its stockholders. The Directors oversee the Fund's
business by, among other things, meeting with the Fund's management and
evaluating the performance of the Fund's service providers including Advantage,
Imperial, the custodian, the transfer agent and the administrator. As part of
this process, the Directors consult with the Fund's independent auditors and
with their own separate independent counsel.
The Board of Directors has four regularly scheduled meetings each year and
additional meetings are scheduled as needed. In addition, the Board has an Audit
Committee and a Nominating Committee which meet periodically during the year and
whose responsibilities are described below.
5
The Directors regularly review the Fund's financial statements, performance
and market price as well as the quality of the services being provided to the
Fund. As part of this process, the Directors review the Fund's fees and expenses
to determine if they are reasonable and competitive in light of the services
being received, while also ensuring that the Fund continues to have access to
high quality services in the future. Based on these reviews, the Directors
periodically make suggestions to the Fund's management and monitor to ensure
that responsive action is taken. The Directors also monitor potential conflicts
of interest among the Fund, Advantage, Imperial and its affiliates and other
funds and clients managed by Advantage to ensure that the Fund is managed in a
manner which is in the best interest of the Fund's stockholders.
The executive officers of the Fund are chosen each year at the first
meeting of the Board of Directors of the Fund following the Annual Meeting of
Stockholders, to hold office until the meeting of the Board following the next
Annual Meeting of Stockholders and until their successors are chosen and
qualified. In addition to Mr. McKigney, the current executive officers of the
Fund are:
LENGTH
OF
POSITIONS HELD TERM PRINCIPAL OCCUPATION
NAME, ADDRESS AND AGE WITH FUND SERVED DURING PAST 5 YEARS
---------------------------- ---------------- ------------ -----------------------------------------------
Deborah Kaback Secretary Since 2003 Senior Vice President and Senior Counsel,
200 Park Avenue Oppenheimer Asset Management Inc. since June
24th Floor 2003; Executive Director, CIBC World Markets
New York, NY 10166 Corp. (August 2001-June 2003); Vice President
Age: 52 and Senior Counsel, Oppenheimer Funds, Inc.
(November 1999-August 2001); Senior Vice
President and Deputy General Counsel,
Oppenheimer Capital (April 1989-November 1999).
Alan E. Kaye Treasurer Since 1999 Senior Vice President, Oppenheimer Asset
90 Broad Street Mangement Inc. since June 2003 and Executive
New York, NY 10004 Director (1995-June 2003); CIBC World
Age: 52 Markets Corp. formerly, Vice President,
Oppenheimer & Co., Inc. (1986-1994).
The Fund's Audit Committee is composed entirely of Directors who are not
"interested persons" of the Fund or of Advantage, Imperial or its affiliates
within the meaning of the 1940 Act, and who are "independent" as defined in the
New York Stock Exchange listing standards. Currently, Messrs. Becker, Gelb,
Rubio and Salacuse are members of the Audit Committee. The Audit Committee
convened six times during the fiscal year ended December 31, 2003. The principal
functions of the Audit Committee are to appoint and retain the Fund's
independent accountants, to review with the independent accountants the scope,
performance and anticipated cost of their audit and to receive and consider a
report from the independent accountants concerning their conduct of the audit,
including the form of the opinion proposed to be rendered and any comments or
recommendations the independent accountants might want to make in that
connection. The Board has determined that Mr. Becker will serve as the "audit
committee financial expert," as defined in Section 401(h) of Regulation S-K. The
Fund adopted an Audit Committee Charter in February 2000, which was most
recently amended and restated in December 2003. A copy of the charter as amended
is attached hereto as Exhibit A.
6
The Audit Committee has received written disclosures and the letter
required by Independence Standards Board Standard No. 1 from
PricewaterhouseCoopers LLP ("PwC"), the Fund's independent accountants, and has
discussed with PwC its independence. The Audit Committee has also reviewed and
discussed the audited financial statements with Fund management and PwC, and
discussed certain matters with PwC required to be discussed by Statements on
Auditing Standards No. 61 and No. 90. Based on the foregoing, the Audit
Committee recommended to the Board of Directors that the Fund's audited
financial statements be included in the Fund's Annual Report for the fiscal year
ended December 31, 2003.
Pursuant to the Fund's Audit Committee Pre-Approval policy, the Audit
Committee pre-approved audit and non-audit services provided by PwC to the Fund
in 2003.
A representative of PwC will be available at the Meeting to answer
appropriate questions and will have an opportunity to make a statement if he or
she chooses to do so.
The Nominating Committee is composed entirely of Directors who are not
"interested persons" of the Fund, Advantage or of Imperial or its affiliates
within the meaning of the 1940 Act, and who are "independent" as defined in the
New York Stock Exchange listing standards. Currently Messrs. Becker, Hardy,
Henry, Gelb, Rubio and Salacuse are members of the Nominating Committee. This
Committee met one time during the fiscal year ended December 31, 2003. The
principal function of the Nominating Committee is to select and nominate persons
for election as Directors of the Fund. The Fund adopted a Nominating Committee
Charter on December 18, 2003. The Fund's Nominating Committee Charter is
attached hereto as Exhibit B.
In identifying and evaluating nominees, the Nominating Committee considers
factors it deems relevant which include: whether or not the person is qualified
under applicable laws and regulations to serve on the Board of Directors of the
Fund; whether or not the person has any relationship that might impair his or
her independence; whether or not the person serves on boards of competing
organizations or funds; the character and integrity of the person and the
contribution which the person can make to the Board. The Nominating Committee
will accept nominations for the office of Director made by Fund stockholders.
Stockholders who wish to recommend a nominee should send nominations to the
Secretary of the Fund which include biographical information and set forth the
qualifications of the proposed nominee. There are no differences in the manner
in which the Nominating Committee evaluates nominees based on whether such
nominees are recommended by a stockholder.
The Fund does not pay a fee to any third party or parties to identify or
evaluate or assist in identifying or evaluating potential nominees.
The Nominating Committee did not receive a recommended nominee from a
stockholder who beneficially owned, or a group of stockholders who beneficially
owned, more than 5% of the Fund's shares for at least one year as of the date
the recommendation was made.
During the fiscal year ended December 31, 2003, the Board of Directors held
four regular meetings and five special meetings. Each Director attended at least
75% of the meetings of the Board or the committee of the Board on which he
served.
7
STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS.
The Fund has adopted procedures by which Fund stockholders may send
communications to the Board of Directors. Stockholders may mail written
communications to the Board to the attention of the Board of Directors India
Fund, c/o the Fund's Chief Legal Officer, 200 Park Avenue, 24th Floor, New York,
New York 10166. Stockholder communications must (i) be in writing and be signed
by the stockholder and (ii) identify the number of shares held by the
stockholder. The Chief Legal Officer of the Fund is responsible for reviewing
properly submitted stockholder communications. The Chief Legal Officer shall
either (i) provide a copy of each properly submitted stockholder communication
to the Board at its next regularly schedule board meeting or (ii) if the Chief
Legal Officer determines that the communication requires more immediate
attention, forward the communication to the Directors promptly after receipt.
The Chief Legal Officer may, in good faith, determine that a stockholder
communication should not be provided to the Board because it does not reasonably
relate to the Fund or its operations, management, activities, policies, service
providers, Board, officers, stockholders or other matters relating to an
investment in the Fund or is otherwise ministerial in nature. These procedures
shall not apply to (i) any communication from an officer or Director of the
Fund, (ii) any communication from an employee or agent of the Fund, unless such
communication is made solely in such employee's or agent's capacity as a
stockholder of the Fund, or (iii) any stockholder proposal submitted pursuant to
Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or any
communication made in connection with such a proposal.
The Fund's Directors are not required to attend the Fund's Annual Meeting
of Stockholders or to otherwise make themselves available to stockholders for
communications, other than by the aforementioned procedures. None of the Fund's
Directors attended the Fund's April 23, 2003 Annual Meeting of Stockholders.
ADDITIONAL MATTERS
Under the federal securities laws, the Fund is required to provide to
stockholders in connection with the Meeting information regarding compensation
paid to Directors by the Fund as well as by the various other U.S. registered
investment companies advised by Advantage, Imperial, the Fund's country adviser,
or an affiliate of Advantage during the Fund's prior fiscal year. The following
table provides information concerning the approximate compensation paid during
the fiscal year ended December 31, 2003 to each Director of the Fund. No
remuneration was paid during the fiscal year ended December 31, 2003 by the Fund
to Mr. McKigney who, as an officer or employee of Advantage and Oppenheimer
Asset Management Inc., is an "interested person" as defined under the 1940 Act.
The Fund does not provide any pension or retirement benefits to Directors.
8
TOTAL COMPENSATION
AGGREGATE FROM OTHER FUNDS TOTAL COMPENSATION
COMPENSATION ADVISED BY FROM FUND
NAME OF DIRECTOR FROM FUND ADVANTAGE AND FUND COMPLEX
----------------------- ---------------- ---------------------- ---------------------
Directorships (A) Directorships (A)
Lawrence K. Becker $2,050 $19,600 $21,650 (11)
Leslie H. Gelb $5,850 $ 6,800 (1) $12,650 (2)
J. Marc Hardy $6,600 $ 0 $ 6,600 (1)
Stephane R.F. Henry $ 0 $ 0 $ 0 (1)
Luis F. Rubio $6,350 $75,200 (1) $81,550 (11)
Jeswald W. Salacuse $7,150 $ 8,000 (1) $15,150 (2)
----------------------
(A) The numbers in parentheses indicate the applicable number of funds in the
fund complex held by that Director (including the Fund).
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(h) of
the 1940 Act in combination require the Fund's Directors and officers, persons
who own more than ten percent of the Fund's common stock, Advantage, Imperial
and its directors and officers, to file reports of ownership and changes in
ownership of the Fund's securities with the Securities and Exchange Commission
and the New York Stock Exchange, Inc. The Fund believes that the Fund's
Directors and officers, and Advantage, Imperial and its directors and officers
have complied with applicable filing requirements during the fiscal year ended
December 31, 2003.
REQUIRED VOTE
Directors are elected by a plurality of the votes cast by the holders of
shares of common stock of the Fund present in person or represented by proxy at
a meeting with a quorum present. For purposes of the election of Directors,
abstentions and broker non-votes will not be considered votes cast, and do not
affect the plurality vote required for Directors.
THE DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTOR, UNANIMOUSLY
RECOMMEND THAT THE STOCKHOLDERS VOTE "FOR" EACH OF THE NOMINEES
FOR DIRECTOR.
9
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ADDITIONAL INFORMATION
INVESTMENT MANAGEMENT
ADVANTAGE ADVISERS, INC.
Advantage serves as the Fund's investment manager. The address of Advantage
is 200 Park Avenue, 24th Floor, New York, New York 10166.
IMPERIAL INVESTMENT ADVISORS PRIVATE LIMITED
As of May 1, 2002, Imperial serves as the Fund's country adviser. Imperial
is a subsidiary of Advantage India, Inc., which served as the Fund's country
adviser from August 1, 2001 to April 30, 2002. The address of Imperial is Taj
President-Mumbai, Room No. 802, 90, Cuffe Parade, Mumbai-400 005, India. The
address of Advantage India, Inc. is 200 Park Avenue, 24th Floor, New York, New
York 10166.
OPPENHEIMER & CO. INC.
Oppenheimer & Co. Inc. currently serves as the Fund's administrator. The
address of Oppenheimer & Co. Inc. is 125 Broad Street, New York, New York 10004.
Oppenheimer & Co. Inc. subcontracts certain of its responsibilities to PFPC Inc.
The address of PFPC Inc. is 103 Bellevue Parkway, Wilmington, Delaware 19809.
MULTICONSULT LTD.
Multiconsult Ltd. serves as Mauritius administrator to the Fund.
Multiconsult Ltd.'s address is De Chazal Du Mee (DDM) Building 10, Frere Felix
de Valois Street, Port Luis, Mauritius.
FEES PAID TO INDEPENDENT ACCOUNTANTS
AUDIT FEES. The aggregate fees paid to PwC in connection with the annual
audit of the Fund's financial statements and for services normally provided by
PwC in connection with the statutory and regulatory filings of the Fund for the
fiscal years ended December 31, 2002 and December 31, 2003 were $116,000 and
$95,550, respectively, including out of pocket expenses.
AUDIT RELATED FEES. The aggregate fees paid to PwC in connection with
assurance and related services related to the annual audit of the Fund and for
review of the Fund's financial statements, other than the Audit Fees described
above, for the fiscal years ended December 31, 2002 and December 31, 2003 were
$0 and $3,638, respectively.
TAX FEES. The aggregate fees paid for domestic and international
tax-related services, including tax compliance, tax advice and tax planning,
rendered by PwC to the Fund for the fiscal years ended December 31, 2002 and
December 31, 2003 were $69,356 and $65,265, respectively.
11
ALL OTHER FEES. The aggregate fees billed for all other non-audit services
rendered by PwC to the Fund for the fiscal years ended December 31, 2002 and
December 31, 2003 were $0 and $0, respectively. The aggregate non-audit fees
billed by PwC for services rendered to the Fund, Advantage and any entity
controlling, controlled by, or under common control with Advantage that provides
ongoing services to the Fund for the fiscal years ended December 31, 2002 and
December 31, 2003 were $472,000 and $50,050, respectively. The Audit Committee
has determined that the provision of non-audit services is compatible with
maintaining the independence of PwC.
OTHER BUSINESS
The Board of Directors of the Fund does not know of any other matter which
may come before the Meeting. If any other matter properly comes before the
Meeting, it is the intention of the persons named in the proxy to vote the
proxies in accordance with their judgment on that matter.
PROPOSALS TO BE SUBMITTED BY STOCKHOLDERS
All proposals by stockholders of the Fund which are intended to be
presented at the Fund's next Annual Meeting of Stockholders, to be held in 2005,
must be received by the Fund (addressed to The India Fund, Inc., 200 Park
Avenue, 24th Floor, New York, New York 10166) for inclusion in the Fund's proxy
statement and proxy relating to that meeting no later than December 6, 2004. Any
stockholder who desires to bring a proposal for consideration at the Fund's year
2005 Annual Meeting of Stockholders without including such proposal in the
Fund's proxy statement must deliver written notice thereof to the Secretary or
Assistant Secretary of the Fund (addressed to The India Fund, Inc., 200 Park
Avenue, 24th Floor, New York, New York 10166) during the 30-day period from
December 31, 2004 to January 31, 2005.
EXPENSES OF PROXY SOLICITATION
The costs of preparing, assembling and mailing material in connection with
this solicitation of proxies will be borne by the Fund. Proxies may also be
solicited personally by officers of the Fund and by regular employees of
Advantage and Oppenheimer & Co. Inc. or their respective affiliates, or other
representatives of the Fund or by telephone or telegraph, in addition to the use
of mails. Brokerage houses, banks and other fiduciaries may be requested to
forward proxy solicitation material to their principals to obtain authorization
for the execution of proxies, and they will be reimbursed by the Fund for
out-of-pocket expenses incurred in this connection.
April 5, 2004
12
EXHIBIT A
THE INDIA FUND, INC.
THE ASIA TIGERS FUND, INC.
AUDIT COMMITTEE CHARTER
December 18, 2003
This charter sets forth the purpose, authority and responsibilities of the
Audit Committee of the Board of Managers/Board of Directors/Board of Trustees
(each, a "Board") of each investment company set forth on Exhibit A (each, a
"Fund" and collectively, the "Funds").
PURPOSES
The Audit Committee of the Board (the "Committee") has, as its primary
purpose, oversight responsibility with respect to: (a) the adequacy of the
Fund's accounting and financial reporting processes, policies and practices; (b)
the integrity of the Fund's financial statements and the independent audit
thereof; (c) the adequacy of the Fund's overall system of internal controls and,
as appropriate, the internal controls of certain service providers; (d) the
Fund's compliance with certain legal and regulatory requirements; (e)
determining the qualification and independence of the Fund's independent
auditors; and (f) the Fund's internal audit function.
The function of the Committee is oversight; it is the responsibility of the
Fund's investment adviser (the "Adviser") to maintain appropriate systems for
accounting and internal control, and the independent auditors' responsibility to
plan and carry out a proper audit.
AUTHORITY
The Committee has been duly established by the Board and shall have the
resources and authority appropriate to discharge its responsibilities, including
the authority to retain counsel and other experts or consultants at the expense
of the Fund and approve the fees payable to such advisors and any other terms of
their retention. The Committee has the authority and responsibility to retain
and terminate the Fund's independent auditors. In connection therewith, the
Committee must evaluate the independence of the Fund's independent auditors and
receive the auditors' specific representations as to their independence.
COMPOSITION AND TERM OF COMMITTEE MEMBERS
The Committee shall be comprised of the Managers/Directors/Trustees who are
"Independent," which term shall mean each Manager/Director/Trustee (i) who is
not an "interested person," as defined in the Investment Company Act of 1940, as
amended, of the Fund; and (ii) who has not accepted directly or indirectly any
consulting, advisory, or other compensatory fee from the Fund (other than fees
for serving as
A-1
a Manager/Director/Trustee or member of the Committee or any other committee of
the Board). The members of the Committee shall designate one member to serve as
Chairman of the Committee.
For those Funds listed on the New York Stock Exchange ("NYSE"), no member
of the Committee may serve on the audit committees of more than three public
companies, including the Funds, unless the Board determines that such
simultaneous service would not impair the ability of such member effectively to
serve on the Committee.
For those Funds listed on the NYSE, each member of the Committee shall be
"Independent," as defined in the NYSE Listed Company Manual ss.303.01, and shall
be free of any relationship that, in the judgment of the Board, may interfere
with the exercise of his or her independent judgment.
Each member of the Committee shall serve until a successor is appointed.
The Board shall determine whether: the Committee has at least one member
who is an "audit committee financial expert" ("ACFE"), as such term is defined
in the rules adopted under Section 407 of the Sarbanes-Oxley Act of 2002. The
designation of a person as an ACFE is not intended to impose any greater
responsibility or liability on that person than the responsibility and liability
imposed on such person as a member of the Committee, nor does it decrease the
duties and obligations of other Committee members or the Board. In addition,
with respect to those Funds listed on the NYSE, each member of the Committee
must be financially literate and at least one member of the Audit Committee must
have accounting or related financial management expertise, as the Board of
Directors interprets such qualifications in its business judgment under the NYSE
listing requirements.
MEETINGS
The Committee shall meet on a regular basis, no less frequently than
semi-annually, and is empowered to hold special meetings as circumstances
require. Periodically, the Committee shall meet to discuss with management the
Fund's annual audited financial statements and semi-annual financial statements.
Periodically, the Committee should meet separately with management, the Fund's
administrator and independent auditors to discuss any matters that the Committee
or any of these persons or firms believe should be discussed privately. The
Committee may request any officer or employee of the Adviser or the Fund's legal
counsel (or counsel to the Independent Board members) or independent auditors to
attend a meeting of the Committee or to meet with any members of, or consultants
to, the Committee.
Minutes of each meeting will be taken and circulated to all members of the
Committee in a timely manner.
Any action of the Committee requires the vote of a majority of the
Committee members present, whether in person or otherwise, at the meeting at
which such action is considered. At any meeting of the Committee, one member of
the Committee shall constitute a quorum for the purpose of taking any action.
A-2
DUTIES AND POWERS AND OF THE COMMITTEE
The duties and powers of the Committee include, but are not limited to, the
following:
o bear direct responsibility for the appointment, compensation,
retention and oversight of the work of the Fund's independent auditors
for the purpose of preparing or issuing an audit report or performing
other audit, review or attest services for the Fund, and the
independent auditors must report directly to the Committee;
o set the compensation of the independent auditors, such amount to be
paid by the Fund;
o evaluate the independence of the Fund's independent auditors,
including whether the auditors provide any consulting services to the
Adviser or its affiliated companies, and receive the auditors'
specific representations as to their independence;
o to the extent required by applicable law, pre-approve: (i) all audit
and non-audit services that the Fund's independent auditors provide to
the Fund, and (ii) all non-audit services that the Fund's independent
auditors provide to the Adviser and any entity controlling, controlled
by, or under common control with the Adviser that provides ongoing
services to the Fund, if the engagement relates directly to the
operations and financial reporting of the Fund; provided that the
Committee may implement policies and procedures by which such services
are approved other than by the full Committee prior to their
ratification by the Committee;
o meet with the Fund's independent auditors, including private meetings,
as necessary to (i) review the arrangements for and scope of the
annual audit and any special audits; (ii) discuss any matters of
concern relating to the Fund's financial statements, including any
adjustments to such statements recommended by the auditors, or other
results of the audit(s); (iii) consider the auditors' comments with
respect to the Fund's financial policies, procedures and internal
accounting controls and management's responses thereto; and (iv)
review the form of opinion the auditors propose to render to the
Managers and the members of the Fund;
o review reports prepared by the Fund's independent auditors detailing
the fees paid to the Fund's independent auditors for: (i) audit
services (includes all services necessary to perform an audit,
services provided in connection with statutory and regulatory filings
or engagements and other services generally provided by independent
auditors, such as comfort letters, statutory audits, attest services,
consents and assistance with, and review of, documents filed with the
Securities and Exchange Commission ("SEC")); (ii) audit-related
services (covers assurance and due diligence services, including,
employee benefit plan audits, due diligence related to mergers and
acquisitions, consultations and audits in connection with
acquisitions, internal control reviews and consultations concerning
financial accounting and reporting standards); (iii) tax services
(services performed by a professional staff in the accounting firm's
tax division, except those services related to the audit, including
tax compliance, tax planning and tax advice) and (iv) other services
(includes financial information systems implementation and design);
A-3
o ensure that the Fund's independent auditors prepare and deliver
annually to the Committee a written statement (the "Auditors'
Statement") describing: (i) the auditors' internal quality control
procedures; (ii) any material issues raised by the most recent
internal quality control review or peer review of the auditors, or by
any inquiry or investigation by governmental or professional
authorities within the preceding five years respecting one or more
independent audits carried out by the auditors, and any steps taken to
deal with any such issues; and (iii) all relationships between the
independent auditors and the Fund, including each non-audit service
provided to the Fund and the matters set forth in Independence
Standards Board No. 1;
o receive and review a written report (or update, with respect to a
semi-annual filing), as of a date 90 days or less prior to the filing
of the Fund's annual (or semi-annual) report with the SEC, to the
Committee from the Fund's independent auditors regarding any: (i)
critical accounting policies to be used; (ii) alternative accounting
treatments that have been discussed with the Fund's management along
with a description of the ramifications of the use of such alternative
treatments and the treatment preferred by the independent auditors;
(iii) material written communications between the auditor and
management of the Fund; and (iv) all non-audit services provided to
any entity in the Fund's investment company complex that were not
pre-approved by the Committee;
o oversee the Fund's internal controls and annual and semi-annual
financial reporting process, including results of the annual audit.
Oversee internal accounting controls relating to the activities of the
Fund's custodian and administrator and the Adviser through the
periodic review of reports, discussions with appropriate officers and
consideration of reviews provided by internal audit staff;
o meet with the Fund's internal auditors (or other personnel responsible
for the internal audit function), if any, following an internal audit
of the Fund to discuss significant risks and exposures, if any, to the
Fund's risk management processes and system of internal controls, and
the steps taken to monitor and minimize such risks;
o review of any issues brought to the Committee's attention by
independent auditors or the Fund's management, including those
relating to any deficiencies in the design or operation of internal
controls which could adversely affect the Fund's ability to record,
process, summarize and report financial data, any material weaknesses
in internal controls and any fraud, whether or not material, that
involves management or other employees who have a significant role in
the Fund's internal controls;
o review and evaluate the qualifications, performance and independence
of the lead partner of the Fund's independent auditors;
o require the Fund's independent auditors to report any instance of an
audit partner of those auditors earning or receiving compensation
based on that partner procuring engagements with the Fund to provide
any services other than audit, review or attest services;
o resolve any disagreements between the Fund's management and
independent auditors concerning the Fund's financial reporting;
A-4
o to the extent there are Managers/Trustees/Directors who are not
members of the Committee, report its activities to the full Board on a
regular basis and make such recommendations with respect to the above
and other matters as the Committee may deem necessary or appropriate;
o review the Committee's charter at least annually and recommend for
adoption by the Board any material changes that the Committee believes
to be necessary or appropriate;
o review policies with respect to risk assessment and risk management;
o review hiring policies for employees or former employees of the Fund's
independent accountants;
o establish and maintain the procedures set forth in Exhibit B
regarding: (i) the receipt, retention and treatment of complaints
received by the Funds or the Adviser regarding accounting, internal
accounting controls or auditing matters; and (ii) the confidential,
anonymous submission by employees of the Funds, the Adviser, any
sub-adviser, administrator, principal underwriter or provider of
accounting-related services of concerns regarding questionable
accounting or auditing matters; and
o review such other matters as may be appropriately delegated to the
Committee by the Board.
ANNUAL PERFORMANCE EVALUATION
The Committee shall perform a review and evaluation, at least annually, of
the performance of the Committee and its members, including reviewing the
compliance of the Committee with this charter. In addition, the Committee shall
review and reassess, at least annually, the adequacy of this charter and
recommend to the Board any improvements to this charter that the Committee
considers necessary or valuable. The Committee shall conduct such evaluations
and reviews in such manner as it deems appropriate.
A-5
EXHIBIT A
1. THE INDIA FUND, INC.
2. THE ASIA TIGERS FUND, INC.
A-6
EXHIBIT B
WHISTLEBLOWER PROCEDURES
A. Responsibilities of Audit Committee of the Fund (The "Audit Committee")
-----------------------------------------------------------------------
With Respect to Specified Complaints
------------------------------------
1. The Audit Committee shall receive, retain, investigate and act on
complaints and concerns of Covered Persons1 ("Reports") regarding:
(a) questionable accounting, internal accounting controls and auditing
matters, including those regarding the circumvention or attempted
circumvention of internal accounting controls or that would otherwise
constitute a violation of the Fund's accounting policies (each an
"Accounting Allegation");
(b) compliance with legal and regulatory requirements ("Legal
Allegation"); and
(c) retaliation against Covered Persons who make Accounting
Allegations or Legal Allegations ("Retaliatory Act").
2. In the discretion of the Audit Committee, responsibilities of the Audit
Committee created by these procedures may be delegated to the Chairman of the
Audit Committee.
B. Procedures for Receiving Reports
--------------------------------
1. Any Report that is made directly to management, whether openly,
confidentially or anonymously, shall be promptly reported to the Audit
Committee.
2. Each Report forwarded to the Audit Committee by management and each
Report that is made directly to the Audit Committee, whether openly,
confidentially or anonymously, shall be reviewed by the Audit Committee, who
may, in their discretion, consult with any member of management who is not the
subject of the allegation and who may have appropriate expertise to assist the
Audit Committee. The Audit Committee shall determine whether the Audit Committee
or management should investigate the Report, taking into account the
considerations set forth in Section C below.
(a) If the Audit Committee determines that management should
investigate the Report, the Audit Committee shall notify the Fund's Chief
Legal Officer in writing of that conclusion. Management shall thereafter
promptly investigate the Report and shall report the results of its
investigation, in writing, to the Audit Committee. Management shall be free
in its discretion to engage outside auditors, counsel or other experts to
assist in the investigation and in the analysis of results.
----------------------
1 For purposes of these Procedures, "Covered Person" means any "Fund Covered
Person" or "Vendor Covered Person"; "Fund Covered Persons" means officers of
the Fund as well as those employees of the Fund's investment adviser and
sub-adviser that provide services on behalf of those entities to the Fund;
and "Vendor Covered Persons" means those employees of the Fund's custodian,
administrator, transfer agent, auction agent and other third-party agents
that, pursuant to agreements with the Fund, provide services to or on behalf
of the Fund.
A-7
(b) If the Audit Committee determines that it should investigate the
Report, the Audit Committee shall promptly determine what professional
assistance, if any, it needs in order to conduct the investigation. The
Audit Committee shall be free in its discretion to engage outside auditors,
counsel or other experts to assist in the investigation and in the analysis
of results.
C. Considerations Relative To Whether the Audit Committee or Management Should
---------------------------------------------------------------------------
Investigate a Report
--------------------
In determining whether management or the Audit Committee should investigate
a Report, the Audit Committee shall consider, among any other factors that are
appropriate under the circumstances, the following:
1. Who is the alleged wrongdoer? If an executive officer, senior financial
officer or other high management official is alleged to have engaged in
wrongdoing, that factor alone may militate in favor of the Audit Committee
conducting the investigation.
2. How serious is the alleged wrongdoing? The more serious the alleged
wrongdoing, the more appropriate that the Audit Committee should undertake the
investigation. If the alleged wrongdoing would constitute a crime involving the
integrity of the financial statements of the Fund, that factor alone may
militate in favor of the Audit Committee conducting the investigation.
3. How credible is the allegation of wrongdoing? The more credible the
allegation, the more appropriate that the Audit Committee should undertake the
investigation. In assessing credibility, the Audit Committee should consider all
facts surrounding the allegation, including but not limited to whether similar
allegations have been made in the press or by analysts.
D. Protection of Whistleblowers
----------------------------
Consistent with the policies of the Fund, the Audit Committee shall not
retaliate, and shall not tolerate any retaliation by management or any other
person or group, directly or indirectly, against anyone who, in good faith,
makes an Accounting Allegation or Legal Allegation, reports a Retaliatory Act or
provides assistance to the Audit Committee, management or any other person or
group, including any governmental, regulatory or law enforcement body,
investigating a Report. The Audit Committee shall not, unless compelled by
judicial or other legal process, reveal the identity of any person who makes an
Accounting Allegation or Legal Allegation or reports a Retaliatory Act and who
asks that his or her identity as the person who made such Report remain
confidential and shall not make any effort, or tolerate any effort made by any
other person or group, to ascertain the identity of any person who makes a
Report anonymously.
E. Records
-------
The Audit Committee shall retain for a period of seven years all records
relating to any Accounting Allegation or Legal Allegation or report of a
Retaliatory Act and to the investigation of any such Report.
A-8
F. Procedures for Making Complaints
--------------------------------
In addition to any other avenue available to a Covered Person, any Covered
Person may report to the Audit Committee openly, confidentially or anonymously
any Accounting Allegation or Legal Allegation or report of a Retaliatory Act.
Accounting Allegations, Legal Allegations and reports of a Retaliatory Act can
be made orally or in writing to the Chairman of the Audit Committee at (617)
627-3633. Such Reports can also be made directly to management openly,
confidentially or anonymously by contacting the Fund's Chief Legal Officer in
writing or in person at (212) 667-4395.
A-9
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EXHIBIT B
THE INDIA FUND, INC.
THE ASIA TIGERS FUND, INC.
NOMINATING COMMITTEE CHARTER
ORGANIZATION
The Nominating Committee (the "Committee") of each of The India Fund, Inc. and
The Asia Tigers Fund, Inc. (each, a "Fund") shall be composed solely of
Directors who are not "interested persons" of the Fund as defined in Section
2(a)(19) of the Investment Company Act of 1940, as amended (the "1940 Act"), and
who are "independent" as defined in the New York Stock Exchange listing
standards. The Board of Directors of the Fund (the "Board") shall nominate the
members of the Committee and shall designate the Chairman of the Committee. The
Chairman shall preside at each meeting of the Committee.
RESPONSIBILITIES
The Committee shall select and nominate persons for election as Directors of the
Fund.
IDENTIFICATION AND EVALUATION OF POTENTIAL NOMINEES
In identifying and evaluating a person as a potential nominee to serve as a
Director of the Fund, the Committee should consider among other factors it may
deem relevant:
o whether or not the person is an "interested person" as defined in the
1940 Act and whether the person is otherwise qualified under
applicable laws and regulations to serve as a Director or Independent
Director of the Fund;
o whether or not the person has any relationships that might impair his
or her independence, such as any business, financial or family
relationships with Fund management, the investment manager of the
Fund, Fund service providers or their affiliates;
o whether or not the person serves on boards of, or is otherwise
affiliated with, competing financial service organizations or their
related mutual fund complexes;
o whether or not the person is willing to serve, and willing and able to
commit the time necessary for the performance of the duties of a
Director of the Fund;
o the contribution which the person can make to the Board and the Fund,
with consideration being given to the person's business and
professional experience, education and such other factors as the
Committee may consider relevant;
o the character and integrity of the person; and
B-1
o whether or not the selection and nomination of the person would be
consistent with the requirements of the Fund's retirement policies.
While the Committee is solely responsible for the selection and nomination of
the Fund's Directors, the Committee shall accept nominations for the office of
Director made by Fund stockholders as it deems appropriate. Stockholders who
wish to recommend a nominee should send nominations to the Secretary of the Fund
which include biographical information and set forth the qualifications of the
proposed nominee.
QUORUM
A majority of the members of the Committee shall constitute a quorum for the
transaction of business, and the act of a majority of the members of the
Committee present at any meeting at which there is quorum shall be the act of
the Committee.
NOMINATION OF DIRECTORS
After a determination by the Committee that a person should be selected and
nominated as a Director of the Fund, the Committee shall present its
recommendation to the full Board for its consideration.
MEETINGS
The Committee may meet either on its own or in conjunction with meetings of the
Board. Meetings of the Committee may be held in person, video conference or by
conference telephone. The Committee may take action by unanimous written consent
in lieu of a meeting.
Adopted: December 18, 2003
B-2
THE INDIA FUND, INC.
ANNUAL MEETING OF STOCKHOLDERS - APRIL 28, 2004
THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS
The undersigned hereby appoints Bryan McKigney, Barbara Pires, Daisy
Liguori, and each of them, attorneys and proxies for the undersigned, with full
power of substitution and revocation, to represent the undersigned at the Annual
Meeting of Stockholders of the Fund to be held at the offices of Simpson Thacher
& Bartlett LLP, 425 Lexington Avenue, New York, New York 10017, in Conference
Room 30J on the 30th Floor on Wednesday, April 28, 2004, at 11:00 a.m., and at
any adjournments thereof, upon the matters set forth in the Notice of Meeting
and Proxy Statement dated April 5, 2004 and upon all other matters properly
coming before said Meeting.
Please indicate your vote by an "X" in the appropriate box on the reverse
side. This Proxy, if properly executed, will be voted in the manner directed by
the stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL
1 (WHICH INCLUDES ALL NOMINEES FOR DIRECTOR). Please refer to the Proxy
Statement for a discussion of the Proposal.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
___________________________________ _______________________________
___________________________________ _______________________________
___________________________________ _______________________________
----------- -----------
SEE REVERSE (CONTINUED, AND TO BE SIGNED SEE REVERSE
SIDE AND DATED, ON THE REVERSE SIDE.) SIDE
----------- -----------
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSAL 1 (WHICH INCLUDES ALL NOMINEES FOR DIRECTOR).
1. Election of Directors.
NOMINEE (CLASS I) TO SERVE UNTIL THE YEAR 2006 ANNUAL 2. The persons named as proxies are authorized to vote
MEETING: in their discretion on any other business as may
(01) Lawrence K. Becker properly come before the Meeting.
NOMINEE (CLASS II) TO SERVE UNTIL THE YEAR 2005 ANNUAL Please mark the box at right if you plan to attend.
MEETING OF STOCKHOLDERS: Please bring valid identification. [ ]
(02) Stephane R.F. Henry
NOMINEES (CLASS III) TO SERVE UNTIL THE YEAR 2007 ANNUAL
MEETING OF STOCKHOLDERS Change of address and/or comments mark here [ ]
(03) J. Marc Hardy; (04) Bryan McKigney
NOTE: Please sign exactly as your name appears on this
Proxy. If joint owners, EITHER may sign this Proxy.
FOR THE WITHHOLD AUTHORITY When signing as attorney, executor, administrator,
NOMINEES LISTED [ ] [ ] TO VOTE FOR THE NOMINEES trustee, guardian or corporate officer, please give
ABOVE LISTED ABOVE your full title.
PLEASE SIGN, DATE AND RETURN THE PROXY PROMPTLY USING
THE ENCLOSED ENVELOPE.
[ ]___________________________________________________
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE, WRITE THAT NOMINEE'S NAME IN THE
SPACE PROVIDED ABOVE.)
Signature: Date: Signature: Date:
--------------------------- ------------ ----------------------------- ----------