INDIA GROWTH FUND INC, DEF 14A, 1998-08-31

INDIA GROWTH FUND INC
DEF 14A, 1998-08-31

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<PAGE>

SCHEDULE 14A
(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. )

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
[_] 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)

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:

-------------------------------------------------------------------------

(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 the 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:

--------------------------------------------------------

<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 31, 1998

Dear Stockholders:

The Annual Meeting of Stockholders of The India Growth Fund Inc. (the
"Fund") will be held on Friday, October 9, 1998 at 3:00 P.M., New York time,
at the offices of Rogers & Wells LLP, 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 three Class III
directors for a term of three years, (ii) ratify the selection of
PricewaterhouseCoopers 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,

Dr. P.J. Nayak
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 Friday, October 9, 1998 at 3:00
P.M., New York time, at the offices of Rogers & Wells LLP, 200 Park Avenue,
New York, New York 10166, for the following purposes:

1. To elect three Class III directors to serve for a term expiring on the
date of the annual meeting of stockholders in 2001.

2. To ratify the selection of PricewaterhouseCoopers LLP as independent
accountants of the Fund for its fiscal year ending June 30, 1999.

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 21, 1998 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

Dated: August 31, 1998

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 Friday, October
9, 1998 at 3:00 P.M., New York time, at the offices of Rogers & Wells LLP, 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 31, 1998. 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 21, 1998 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 is furnishing together with this Proxy Statement a copy of its
annual report for its fiscal year ended June 30, 1998. 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. The terms of Messrs. Rahul Bajaj and G.P.
Gupta and Dr. P.J. Nayak, constituting the Class III directors, expire at the
1998 Annual Meeting of Stockholders. Dr. Nayak was elected by the Fund's Board
of Directors as a Class III director at a meeting held on July 3, 1998.
Persons named in the accompanying form of proxy intend, in the absence of
contrary instructions, to vote all proxies "FOR" the election of the three
nominees listed below for a term expiring on the date of the Annual Meeting of
Stockholders in 2001 or until their successors are elected and qualified:

CLASS III

Rahul Bajaj
G.P. Gupta
Dr. P.J. Nayak

If any such nominee should be unable to serve due to 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. Mr. Ratan N.
Tata resigned as a director of the Fund in June 1998, and the Board of
Directors accepted his resignation at the Board of Directors meeting held on
July 3, 1998. On that date, the Board of Directors elected Dr. P.J. Nayak as a
director of the Fund and also as the President and Chairman of the Board of
Directors of the Fund.

2
<PAGE>

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
OCCUPATIONS OR EMPLOYMENT
DURING
PAST FIVE YEARS AND SHARES
NAME AND ADDRESS DIRECTORSHIPS DIRECTOR BENEFICIALLY OWNED PERCENT
OF DIRECTOR (AGE) IN PUBLICLY HELD COMPANIES SINCE AUGUST 10, 1998(1) OF CLASS
----------------- ------------------------------- -------- ------------------ --------
<S> <C> <C> <C> <C>
*Dr. P.J. Nayak (51) ... President and Chairman of the 1998 None --
13, Sir Vithaldas, Fund; Executive Trustee, Unit
Thackersey Marg Trust of India since May 1996;
New Marine Lines Joint Secretary, Government of
Mumbai 400-020 India Ministry of Finance
India Department of Economic
Affairs, from July 1990 to
March 1996.
*Mr. G.P. Gupta (57).... Chairman, Industrial 1997 None --
IDBI, IDBI Towers Development Bank of India
Cuffe Parade ("IDBI") since July 1998;
Mumbai 400-005 President and Chairman of the
India Board of the Fund from 1997 to
1998; Chairman, Unit Trust of
India, from January 1997 to
June 1998; Chairman, Unit
Trust of India Investment
Advisory Services Limited,
from March 1997 to June 1998;
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>

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 10, 1998(1) OF CLASS
----------------- --------------------------------------- -------- ------------------ --------
<S> <C> <C> <C> <C>
Antoine W. van Agtmael President and Chief Investment 1988 None --
(53)................... 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
Corporation, from 1979 to
1984.
Rahul Bajaj (60)........ Chairman and Managing Director, 1988 None --
Akurdi Bajaj Auto Limited, since
Pune 411-035 1970; Chairman, Indian
India Airlines, from 1986 to 1989;
Director, of various other
Indian companies.
*S.H. Khan (60)......... Chairman and Managing Director, 1994 None --
Jolly Maker IDBI, from December 1993 to
Apt II June 1998; Managing Director,
6th Floor IDBI, from February 1992 to
Flat No. 61 December 1993; Executive
Cuffe Parade Director, IDBI, from June 1986
Mumbai 400-005 to February 1992.
India
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 (57)....... Vice Chairman and President, 1988 None --
97 Mount Road Southern Petrochemical
Guindy Madras Industries Corporation
600-032 Limited, since January 1983;
India Director of various other
Indian companies.
</TABLE>

4
<PAGE>

- --------
* 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"). Dr. P.J. Nayak is deemed to be an interested person because of
his affiliation with the Adviser. Mr. G.P. Gupta is deemed to be an
interested person because of his affiliation with IDBI, which owns 50% of
the outstanding equity of UTI. Mr. S.H. Khan is deemed to be an interested
person because of his affiliation with IDBI Bank, a subsidiary of IDBI. 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 members of the Executive
Committee are Mr. Rahul Bajaj and Dr. P.J. Nayak. The Executive Committee did
not meet during the fiscal year ended June 30, 1998.

5
<PAGE>

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 Glen Moreno. The Audit Committee met three times during
the fiscal year ended June 30, 1998.

The Board of Directors of the Fund met four times during the fiscal year
ended June 30, 1998. Messrs. Antoine W. van Agtmael, S.H. Khan, Glen Moreno
and Ratan N. Tata attended fewer than 75% of the total number of Board
meetings and meetings of committees on which they serve.

EXECUTIVE OFFICERS OF THE FUND

Dr. P.J. Nayak (age 51) has been President and Chairman of the Board of
Directors of the Fund since July 3, 1998 (see information provided above).

Dr. S.S. Nayak (age 49), 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. Form
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.

Dr. P.J. Nayak 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 $44,000 during the fiscal year ended
June 30, 1998. 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.

The following table sets forth the aggregate compensation from the Fund paid
to each director during the fiscal year ended June 30, 1998. 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>
Dr. P.J. Nayak(2)........................................... $0
G.P. Gupta(3)............................................... $0
Antoine W. van Agtmael...................................... $7,000
Rahul Bajaj................................................. $8,500
S.H. Khan(3)................................................ $0
Glen Moreno................................................. $6,500
A.C. Muthiah................................................ $8,500
Peter J. Pearson............................................ $8,500
Christopher Reeves(3)....................................... $0
Ratan N. Tata(4)............................................ $5,000
</TABLE>

6
<PAGE>

- --------
(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) Dr. P.J. Nayak was elected as a Director of the Fund by the Board of
Directors effective July 3, 1998.
(3) Mr. G.P. Gupta and Mr. S.H. Khan, who are affiliated with the Adviser, and
Mr. Christopher Reeves, who is affiliated with a broker-dealer registered
under the Exchange Act, are "interested persons" of the Fund and,
therefore, did not receive any compensation from the Fund for their
service as directors.
(4) Mr. Ratan N. Tata resigned as a Director of the Fund effective July 3,
1998.

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, 1998,
except that the Form 3 Initial Statement of Beneficial Ownership of Securities
for Mr. Gupta and Mr. Moreno were inadvertently filed late by management of
the Fund, which had undertaken to file the form on their 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 THREE NOMINEES AS DIRECTORS.

(2) RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS

At a meeting held on July 3, 1998, the Board of Directors of the Fund,
including a majority of the directors who are not interested persons of the
Fund, selected PricewaterhouseCoopers LLP to act as independent accountants
for the Fund for the fiscal year ending June 30, 1999. Price Waterhouse LLP
has served as independent accountants for the Fund for prior fiscal years.
Effective July 1, 1998, Price Waterhouse LLP merged with Coopers & Lybrand LLP
to form PricewaterhouseCoopers LLP. The Fund knows of no direct financial or
material indirect financial interest of such firm in the Fund. One or more
representatives of PricewaterhouseCoopers 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, 1998 were
audited by PricewaterhouseCoopers 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.

7
<PAGE>

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 21, 1998. 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.

In the event that sufficient votes in favor of any proposal set forth in the
Notice of this meeting are not received by October 9, 1998, 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.

8
<PAGE>

STOCKHOLDER PROPOSALS

Any proposal by a stockholder of the Fund intended to be presented at the
1999 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 May 3, 1999.

By order of the Board of Directors,

Dr. S.S. Nayak
Secretary
1285 Avenue of the Americas
New York, New York 10019
August 31, 1998

9
<PAGE>

THE INDIA GROWTH FUND INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Stockholders - October 9, 1998

The undersigned hereby appoints Dr. P.J. Nayak, Dr. 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 9, 1998 at 3:00 P.M.,
New York time, at the offices of Rogers & Walls LLP, 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).
<TABLE>
<S> <C> <C>
1. The Election of Directors: [ ] FOR all the nominees listed to the below [ ] WITHHOLD AUTHORITY (to vote for
(except as marked to the contrary below) all nominees listed below)
</TABLE>
NOMINEES: Rahul Bajaj, G.P. Gupta and Dr. P.J. Nayak as Class III directors

(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)

- ------------------------------------------

2. Ratification of the selection of PricewaterhouseCoopers LLP as
independent certified public accountants of the Fund for its fiscal
year ending June 30, 1999.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

Continued and to be signed on reverse side.
<PAGE>

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)

Dated , 1998
---------------------------

PLEASE SIGN AND PROMPTLY RETURN IN THE ACCOMPANYING ENVELOPE.
NO POSTAGE IS REQUIRED.