<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
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
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
The India Growth Fund Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] 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 (set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] 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:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
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Notes:
<PAGE>
THE INDIA GROWTH FUND INC.
C/O MITCHELL HUTCHINS ASSET MANAGEMENT INC.
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
(212) 713-2848
August 29, 1997
Dear Stockholders:
The Annual Meeting of Stockholders of The India Growth Fund Inc. (the "Fund")
will be held on Monday, October 6, 1997 at 2:00 P.M., New York time, at the
offices of Rogers & Wells, 200 Park Avenue, New York, New York 10166. A Notice
and Proxy Statement, proxy card and postage prepaid envelope are enclosed.
At the Annual Meeting, the stockholders will (i) elect one Class I director
for a term of two years; four Class II directors for a term of three years; and
one Class III director for a term of one year, (ii) ratify the selection of
Price Waterhouse LLP as independent public accountants of the Fund and (iii)
transact such other business as may properly be brought before the meeting.
The Board recommends that stockholders vote in favor of proposals (i) and
(ii) above.
You are cordially invited to attend the meeting. If you do not plan to
attend, however, we urge you to complete and return your signed and dated proxy
in the envelope provided.
Respectfully,
Mr. G.P. Gupta
President & Chairman of the Board
<PAGE>
THE INDIA GROWTH FUND INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of
The India Growth Fund Inc.:
Notice Is Hereby Given that the Annual Meeting of Stockholders of The India
Growth Fund Inc. (the "Fund") will be held on Monday, October 6, 1997 at 2:00
P.M., New York time, at the offices of Rogers & Wells, 200 Park Avenue, New
York, New York 10166, for the following purposes:
1. To elect one Class I director to serve for a term expiring on the date
of the annual meeting of stockholders in 1999; to elect four Class II
directors to serve for a term expiring on the date of the annual meeting
of stockholders in 2000; and to elect one Class III director to serve
for a term expiring on the date of the annual meeting of stockholders in
1998.
2. To ratify the selection of Price Waterhouse LLP as independent public
accountants of the Fund for its fiscal year ending June 30, 1998.
3. To transact such other business as may properly come before the meeting
or any adjournments thereof.
The Board of Directors has fixed the close of business on August 6, 1997 as
the record date for the determination of stockholders entitled to notice of and
to vote at the meeting or any adjournments thereof.
By order of the Board of Directors,
Dr. S.S. Nayak
August 29, 1997
STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE
REQUESTED TO COMPLETE, DATE AND SIGN THE ENCLOSED FORM OF PROXY AND
RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED FOR THAT PURPOSE.
<PAGE>
THE INDIA GROWTH FUND INC.
C/O MITCHELL HUTCHINS ASSET MANAGEMENT INC.
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
------------------
PROXY STATEMENT
------------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of The India Growth Fund Inc. (the "Fund")
for use at the Annual Meeting of Stockholders, to be held on Monday, October
6, 1997 at 2:00 P.M., New York time, at the offices of Rogers & Wells, 200
Park Avenue, New York, New York 10166, and at any adjournments thereof. The
purpose of the meeting and the matters to be acted upon are set forth in the
accompanying Notice of Annual Meeting of Stockholders.
This Proxy Statement and the form of proxy are being mailed to stockholders
on or about August 29, 1997. Any stockholder giving a proxy has the power to
revoke it by mail (addressed to the Fund, c/o PNC Bank, National Association,
P.O. Box 9426,Wilmington, Delaware 19809-9938) or in person at the meeting, by
executing a superseding proxy or by submitting a notice of revocation to the
Fund. All properly executed proxies received in time for the meeting will be
voted as specified in the proxy or, if no specification is made, "FOR" each
proposal referred to in this Proxy Statement.
The Board of Directors has fixed the close of business on August 6, 1997 as
the record date for the determination of stockholders entitled to notice of
and to vote at the meeting and at any adjournments thereof. Stockholders on
the record date will be entitled to one vote for each share held, with no
shares having cumulative voting rights. As of the record date, the Fund had
outstanding 9,830,611 shares of common stock.
THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT FOR ITS
FISCAL YEAR ENDED JUNE 30, 1997 TO ANY STOCKHOLDER REQUESTING SUCH REPORT.
REQUESTS FOR THE ANNUAL REPORT SHOULD BE MADE IN WRITING TO MITCHELL HUTCHINS
ASSET MANAGEMENT INC., 1285 AVENUE OF THE AMERICAS, 32ND FLOOR, NEW YORK, NEW
YORK 10019 OR BY CALLING PNC BANK, NATIONAL ASSOCIATION, THE FUND'S TRANSFER
AGENT, AT 1-800-852-4750.
Mitchell Hutchins Asset Management Inc. is the Fund's administrator. Its
business address is 1285 Avenue of the Americas, New York, New York 10019.
Unit Trust of India Investment Advisory Services Limited is the Fund's
investment adviser. Its business address is Commerce Centre 1, 8th Floor,
G.D. Somani Marg, Cuffe Parade, Mumbai, India 400 005.
Management of the Fund knows of no business other than that mentioned in
Items 1 and 2 of the Notice of Annual Meeting of Stockholders which will be
presented for consideration at the meeting. If any other matter is properly
presented, it is the intention of the persons named in the enclosed proxy to
vote in accordance with their best judgment.
<PAGE>
(1) ELECTION OF DIRECTORS
The Fund's Board of Directors has been divided into three classes, the term
of one of which expires each year. Mr. Glen Moreno, a Class I director whose
term expires in 1999, is standing for election at this Annual Meeting of
Stockholders because he has not been previously elected by the Stockholders.
The terms of Messrs. S.H. Khan, A.C. Muthiah, Peter J. Pearson and Christopher
Reeves, constituting the Class II directors, expire at the 1997 Annual Meeting
of Stockholders. Mr. G.P. Gupta, a Class III Director whose term expires in
1998, is also standing for election at this Annual Meeting of Stockholders
because he has not been previously elected by the Stockholders. Persons named
in the accompanying form of proxy intend, in the absence of contrary
instructions, to vote all proxies "FOR" the election of the six nominees listed
below, one of which is to serve as a Class I director of the Fund for a term
expiring on the date of the 1999 Annual Meeting of Stockholders or until his
successor is elected and qualified; four of which are to serve as Class II
directors of the Fund for a term expiring on the date of the Annual Meeting of
Stockholders in 2000 or until their successors are elected and qualified; and
one of which is to serve as a Class III director of the Fund for a term
expiring on the date of the 1998 Annual Meeting of Stockholders or until his
successor is elected and qualified:
<TABLE>
<CAPTION>
CLASS I CLASS II CLASS III
------- -------- ---------
<S> <C> <C>
Glen Moreno S.H. Khan G.P. Gupta
A.C. Muthiah
Peter J. Pearson
Christopher Reeves
</TABLE>
If any such nominee should be unable to serve, an event not now anticipated,
the proxies will be voted "FOR" such person, if any, as shall be designated by
the Board of Directors to replace any such nominee. In January 1997, Mr.
Jagdish Capoor resigned as a director of the Fund. Effective January 1997, the
Board of Directors elected Mr. Gupta to fill the vacancy created by Mr.
Capoor's resignation. Also, effective July 1997, the Board of Directors elected
Mr. Glen Moreno as an additional non-interested director of the Fund.
INFORMATION CONCERNING NOMINEES AND MEMBERS OF THE BOARD OF DIRECTORS
The following table sets forth certain information concerning each of the
directors and nominees for director. Each of the nominees is currently a
director of the Fund.
<TABLE>
<CAPTION>
PRESENT OFFICE WITH THE FUND, PRINCIPAL SHARES
OCCUPATIONS OR EMPLOYMENT DURING BENEFICIALLY
NAME AND ADDRESS PAST FIVE YEARS AND DIRECTORSHIPS DIRECTOR OWNED PERCENT
OF DIRECTOR (AGE) IN PUBLICLY HELD COMPANIES SINCE AUGUST 6, 1997(1) OF CLASS
----------------- --------------------------------------- -------- ----------------- --------
<S> <C> <C> <C> <C>
*Mr. G.P. Gupta (56).... President and Chairman of the 1997 None --
13, Sir Vithaldas Board of the Fund; Chairman,
Thackersey Marg Unit Trust of India, since
New Marine Lines January 1997; Chairman, Unit
Mumbai 400 020 Trust of India Investment
India Advisory Services Limited,
since March 1997; Executive
Director, Industrial
Development Bank of India
("IDBI") from January 1966 to
December 1996; Director,
Industrial Finance Corporation
of India Ltd., since 1966;
Director, Small Industries
Development Bank of India,
from May 1995 to January 1997;
Director, IDBI Bank Ltd., from
September 1994 to January
1997; Director, Tata
Iron & Steel Co. Ltd., from
August 1994 to January 1997;
Director, IDBI Investment Co.
Ltd., from December 1991 to
December 1996; Director,
Industrial Credit Investment
Corporation of India; Council
Member, Indian Institute of
Bankers.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
PRESENT OFFICE WITH THE FUND, PRINCIPAL SHARES
OCCUPATIONS OR EMPLOYMENT DURING BENEFICIALLY
NAME AND ADDRESS PAST FIVE YEARS AND DIRECTORSHIPS DIRECTOR OWNED PERCENT
OF DIRECTOR (AGE) IN PUBLICLY HELD COMPANIES SINCE AUGUST 6, 1997(1) OF CLASS
----------------- --------------------------------------- -------- ----------------- --------
<S> <C> <C> <C> <C>
Antoine W. van Agtmael President and Chief Investment 1988 None --
(52)................... Officer, Emerging Markets
1001 Nineteenth Street, Investors Corporation and
N.W. Emerging Markets Management,
16th Floor LLC since 1987; Vice President
Arlington, VA 22209- and Managing Director,
1722 Strategic Investment Partners,
USA Inc., Strategic Investment
Management and Strategic
Investment Management
International, since 1987;
Deputy Director, International
Finance Corporation, from 1986
to 1987; Division Chief, World
Bank, from 1984 to 1985;
Investment Officer,
International Finance Corpora-
tion, from 1979 to 1984.
Rahul Bajaj (59)........ Chairman and Managing Director, 1988 None --
Akurdi Bajaj Auto Limited, since
Pune 411 035, India 1970; Chairman, Indian
Airlines, from 1986 to 1989;
Director of various other
Indian companies.
*S.H. Khan (59)......... Chairman and Managing Director, 1994 None --
IDBI Towers IDBI, since December 1993;
Cuffe Parade Managing Director, IDBI, from
Mumbai, India February 1992 to December
1993; Executive Director,
IDBI, from June 1986 to
February 1992.
Glen Moreno (54)........ Director, Fidelity 1997 None --
Route 1, Box 73 International, since 1987;
Madison, VA 22727 Director, Rea Bros. Group plc,
since 1991; Director, ED & F
Man Group plc, since 1994;
Member, Advisory Board of The
India Fund, since 1988;
Chairman, Indonesian Capital
Fund Ltd., from 1989 to July
1997.
A.C. Muthiah (56)....... Vice Chairman and President, 1988 None --
97 Mount Road Southern Petrochemical
Guindy Madras Industries Corporation
600 032, India Limited, since January 1983;
Director of various other
Indian companies.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
PRESENT OFFICE WITH THE FUND, PRINCIPAL SHARES
OCCUPATIONS OR EMPLOYMENT DURING BENEFICIALLY
NAME AND ADDRESS PAST FIVE YEARS AND DIRECTORSHIPS DIRECTOR OWNED PERCENT
OF DIRECTOR (AGE) IN PUBLICLY HELD COMPANIES SINCE AUGUST 6, 1997(1) OF CLASS
----------------- --------------------------------------- -------- ----------------- --------
<S> <C> <C> <C> <C>
Peter J. Pearson (51)... Partner, The Berwick Group, 1988 None --
51 Lincoln's Inn Fields since December 1993; Chairman,
London WG2A 3LZ Bockhampton Investments, since
United Kingdom January 1992; Managing
Director, Enskilda Asset
Management, from March 1990 to
May 1993; Chief Executive, NM
Rothschild Asset Management
Ltd., from 1988 to 1990;
Managing Director,
Fidelity International
Investment Management (Hong
Kong) Limited, from 1981 to
1988.
*Christopher Reeves Chairman, Merrill Lynch Europe 1991 None --
(61)................... PLC, since September 1993;
Ropemaker Place Chairman, Merrill Lynch
25 Ropemaker Street International, since September
London EC2Y 9LY 1993; Vice Chairman, Merrill
United Kingdom Lynch International Limited,
from March 1989 to September
1993; Senior Advisor to the
President of Merrill Lynch
Capital Markets, from 1988 to
1989.
Ratan N. Tata (59)...... Chairman, Tata Industries 1988 None --
Bombay House Limited and Tata Sons Limited;
24, Homi Mody Street Chairman, Tata Engineering &
Mumbai 400 023, India Locomotive Company Limited,
since December 1988; Chairman
and Deputy Chairman, Vice
Chairman or Director of
various companies in the Tata
Group of industrial companies.
</TABLE>
- --------
* Directors considered to be "interested persons" (as defined in the
Investment Company Act of 1940) of the Fund or of the Fund's investment
adviser, Unit Trust of India Investment Advisory Services Limited (the
"Adviser"). Mr. G.P. Gupta is deemed to be an interested person because of
his affiliation with Unit Trust of India ("UTI"), of which the Adviser is a
wholly-owned subsidiary. Mr. S.H. Khan is deemed to be an interested person
because of his affiliation with IDBI, which owns 50% of the outstanding
equity of UTI. Mr. Christopher Reeves is deemed to be an interested person
because of his affiliation with Merrill Lynch Europe PLC, which is
affiliated with Merrill Lynch, Pierce, Fenner & Smith Incorporated, a
broker-dealer registered under the United States Securities Exchange Act of
1934, as amended (the "Exchange Act"), which has acted as an underwriter for
the Fund's shares.
(1) The information as to beneficial ownership is based on statements furnished
to the Fund by the directors.
The Fund's Board of Directors has an Executive Committee which may exercise
the powers of the Board to conduct the current and ordinary business of the
Fund while the Board is not in session. The current
4
<PAGE>
members of the Executive Committee are Messrs. Rahul Bajaj and G.P. Gupta. The
Executive Committee did not meet during the fiscal year ended June 30, 1997.
The Fund's Board of Directors has an Audit Committee which is responsible for
reviewing financial and accounting matters. The current members of the Audit
Committee are Messrs. Antoine W. van Agtmael, Rahul Bajaj, A.C. Muthiah, Peter
J. Pearson and Ratan N. Tata. The Audit Committee met three times during the
fiscal year ended June 30, 1997.
The Board of Directors of the Fund met three times during the fiscal year
ended June 30, 1997. Messrs. Antoine W. van Agtmael, Rahul Bajaj, S.H. Khan,
A.C. Muthiah, Peter J. Pearson, Christopher Reeves and Ratan Tata attended
fewer than 75% of the total number of Board meetings and meetings of committees
on which they serve. However, Messrs. van Agtmael, Bajaj, Khan, Muthiah,
Pearson, Reeves and Tata attended two out of three Board meetings during the
fiscal year ended June 30, 1997.
EXECUTIVE OFFICERS OF THE FUND
Mr. G.P. Gupta (age 56) has been president of the Fund since January 1997
(see information provided above).
Dr. S.S. Nayak (age 48), has been Secretary and Treasurer of the Fund and
General Manager of the Department of International Finance of UTI since January
1995. He is also the Chief Executive Officer of the Adviser of the Fund. Before
that, he served in a number of other positions at UTI. From January 1991 to
December 1994, he was Joint General Manager--Investments, and from 1986 to
1990, he served as Manager at the Chairman's Secretariat.
Mr. G.P. Gupta and Dr. S.S. Nayak are considered to be "interested persons"
of the Fund and the Adviser as defined in the Investment Company Act of 1940.
TRANSACTIONS WITH AND REMUNERATION OF OFFICERS AND DIRECTORS
The Adviser bears all salaries and expenses of the Fund's officers and
directors who are directors, trustees, officers or employees of the Adviser or
UTI, except that the Fund bears travel expenses or an appropriate fraction
thereof of such officers and directors of the Fund to the extent such expenses
relate to attendance at meetings of the Fund's Board of Directors or any
committee thereof. All executive officers of the Fund are affiliated with UTI
or the Adviser. The aggregate direct remuneration for directors not affiliated
with UTI or the Adviser was approximately $33,000 during the fiscal year ended
June 30, 1997. Each such unaffiliated director currently receives fees, paid by
the Fund, of $500 per directors' meeting and committee meeting attended and an
annual director's fee of $5,000.
UTI, which pays the compensation and certain expenses of the officers of UTI
who serve as directors and officers of the Fund, receives a fee for
administration of the trust fund arrangement under which the Fund's assets are
held in India, including accounting and portfolio valuation services.
5
<PAGE>
The following table sets forth the aggregate compensation from the Fund paid
to each director during the fiscal year ended June 30, 1997. The Adviser and
its affiliates do not advise any other U.S. registered investment companies and
therefore the Fund is not considered part of a Fund Complex.
<TABLE>
<CAPTION>
AGGREGATE
COMPENSATION
NAME OF DIRECTOR FROM THE FUND(1)
---------------- ----------------
<S> <C>
G.P. Gupta(2)............................................... $0
Jagdish Capoor(2)(3)........................................ $0
Antoine W. van Agtmael...................................... $7,000
Rahul Bajaj................................................. $6,000
S.H. Khan(2)................................................ $0
Glen Moreno(4).............................................. $0
A.C. Muthiah................................................ $7,000
Peter J. Pearson............................................ $7,000
Christopher Reeves(2)....................................... $0
Ratan N. Tata............................................... $7,000
</TABLE>
- --------
(1) Includes all compensation paid to directors by the Fund. The Fund's
directors do not receive any pension or retirement benefits as compensation
for their service as directors of the Fund.
(2) Mr. G.P. Gupta, Mr. S.H. Khan and Mr. Jagdish Capoor, who are (or were)
affiliated with the Adviser, and Mr. Christopher Reeves, who is affiliated
with a broker-dealer registered under the Exchange Act, are (or were)
"interested persons" of the Fund and, therefore, did not receive any
compensation from the Fund for their service as directors.
(3) Mr. Capoor has resigned as a Director of the Fund.
(4) Mr. Moreno was elected as a Director of the Fund by the Board of Directors,
effective July 1997.
Section 16(a) of the Exchange Act requires the Fund's officers and directors,
and persons who own more than ten percent of a registered class of the Fund's
equity securities, to file reports of ownership and changes in ownership with
the Securities and Exchange Commission and the New York Stock Exchange, Inc.
The Fund believes that its officers and directors complied with all applicable
filing requirements for the fiscal year ended June 30, 1997, except that the
Form 3--Initial Statement of Beneficial Ownership of Securities for Mr. Gupta,
a director of the Fund since January, was inadvertently filed late by
management of the Fund, which had undertaken to file the form on his behalf.
The election of the nominees as directors requires the affirmative vote of a
majority of the votes cast at a meeting at which a quorum is present. The
presence in person or by proxy of the holders of record of a majority of the
shares of the common stock of the Fund issued and outstanding and entitled to
vote at the meeting shall constitute a quorum. For this purpose, abstentions
and broker non-votes will be counted in determining whether a quorum is present
at the meeting, but will not be counted as votes cast at the meeting.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE "FOR" THE
ELECTION OF THE SIX NOMINEES AS DIRECTORS
(2) RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
At a meeting held on July 11, 1997, the Board of Directors of the Fund,
including a majority of the directors who are not interested persons of the
Fund, selected Price Waterhouse LLP to act as independent accountants for the
Fund for the fiscal year ending June 30, 1998. The Fund knows of no direct
financial or material indirect financial interest of such firm in the Fund. One
or more representatives of Price Waterhouse
6
<PAGE>
LLP are expected to be present at the meeting and will have an opportunity to
make a statement if they so desire. Such representatives are expected to be
available to respond to appropriate questions from stockholders.
The Fund's financial statements for the fiscal year ended June 30, 1997 were
audited by Price Waterhouse LLP.
The ratification of the selection of independent accountants requires the
affirmative vote of a majority of the votes cast at a meeting at which a quorum
is present. For this purpose, abstentions and broker non-votes will be counted
in determining whether a quorum is present at the meeting, but will not be
counted as votes cast at the meeting.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL
NO. 2
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Set forth below is information with respect to persons who, to the knowledge
of the management of the Fund, owned beneficially more than 5% of the Fund's
outstanding shares as of August 6, 1997. The information is based on publicly
available Schedule 13D and 13G disclosures filed with the Securities and
Exchange Commission.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE
OF OF PERCENT
TITLE OR CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
-------------- ---------------- -------------------- --------
<C> <C> <S> <C>
Common Stock.... Has shared power to vote and 6.89%
United Nations Joint Staff dispose of 677,334 shares with
Pension Fund its investment adviser,
United Nations Fiduciary Trust Company
New York, NY 10017 International.
Common Stock.... Fiduciary Trust Company Has shared power to vote and 6.89%
International dispose of 677,334 shares.
Two World Trade Center
New York, NY 10048
Common Stock.... John G. Pearson, M.D. Has sole power to vote and 5.07%
Riverdale Drive dispose of 458,500 shares and
Murfreesboro, TN 37129 shares power to vote and
dispose of 40,000 shares with
partners in Nashville
Nephrology Associates.
</TABLE>
MISCELLANEOUS
Proxies will be solicited by mail and may be solicited in person or by
telephone or telegraph by officers of the Fund or personnel of the Adviser. The
Fund 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 Fund's officers or
agents in person, by telephone or by telegraph will be borne by the Fund. The
Fund will reimburse banks, brokers, and other persons holding the Fund'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.
7
<PAGE>
In the event that sufficient votes in favor of any proposal set forth in the
Notice of this meeting are not received by October 6, 1997, 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 adjournment 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
adjournment 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 adjournment 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 Fund.
STOCKHOLDER PROPOSALS
Any proposal by a stockholder of the Fund intended to be presented at the
1998 meeting of stockholders of the Fund must be received by the Fund, c/o
Mitchell Hutchins Asset Management Inc., 1285 Avenue of the Americas, 32nd
Floor, New York, New York 10019 not later than April 21, 1998.
By order of the Board of Directors,
Dr. S.S. Nayak
Secretary
1285 Avenue of the Americas
New York, New York 10019
August 29, 1997
8
<PAGE>
PROXY PROXY
THE INDIA GROWTH FUND INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Stockholders -- October 6, 1997
The undersigned hereby appoints G.P. Gupta, S.S. Nayak and Laurence E. Cranch,
and each of them, the proxies of the undersigned, with power of substitution
to each of them, to vote all shares of The India Growth Fund Inc. which the
undersigned is entitled to vote at the Annual Meeting of Stockholders of The
India Growth Fund Inc. to be held on October 6, 1997 at 2:00 P.M., New York
time, at the offices of Rogers & Wells, 200 Park Avenue, New York, New York
10166, and at any adjournments thereof.
UNLESS OTHERWISE SPECIFIED IN THE SQUARES AND/OR ON THE LINE PROVIDED, THE
UNDERSIGNED'S VOTE WILL BE CAST FOR ITEMS (1) AND (2).
1. The election of FOR all nominees [_] WITHHOLD AUTHORITY [_]
directors: listed below (except to vote for all nominees
as marked to the below
contrary below)
NOMINEES: Glen Moreno as a Class I director, S.H. Khan, A.C. Muthiah, Peter J.
Pearson and Christopher Reeves as Class II directors and G.P. Gupta as a Class
III director.
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
- -------------------------------------------------------------------------------
<PAGE>
2. Ratification of the selection of FOR [_] AGAINST [_] ABSTAIN [_]
Price Waterhouse LLP as independent
certified public accountants of the
Fund for its fiscal year ending June
30, 1998.
3. In their discretion on any other
business which may properly come
before the meeting or any adjournments
thereof.
Please sign exactly as your name or names appear at
left. When signing as attorney, executor,
administrator, trustee or guardian, please give
your full title as such.
----------------------------------------------------
(Signature of Stockholder)
----------------------------------------------------
(Signature of joint owner, if any)
Date _________________________________________, 1997
PLEASE SIGN AND RETURN PROMPTLY IN ENCLOSED ENVELOPE
NO POSTAGE IS REQUIRED
