<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 30, 1999
Dear Stockholders:
The Annual Meeting of Stockholders of The India Growth Fund Inc. (the
"Fund") will be held on Thursday, September 30, 1999, 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.
The matters on which you, as a stockholder of the Fund, are being asked to
vote are: (i) the election of three Class I directors for a term of three
years and the election of two Class III directors for a term of two years;
(ii) ratification of the selection of PricewaterhouseCoopers LLP as
independent accountants of the Fund and (iii) approval of the change of the
Fund's sub-classification under the Investment Company Act of 1940, as
amended, from a diversified investment company to a non-diversified investment
company, and approval of the elimination of the Fund's corresponding
investment restriction regarding diversification.
The Board of Directors recommends that stockholders vote in favor of
proposals (i), (ii) and (iii) 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. P.S. Subramanyam
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 Thursday, September 30, 1999, 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 I directors to serve for a term expiring on the
date of the annual meeting of stockholders in 2002 and to elect two 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, 2000.
3. To approve the change of the Fund's sub-classification under the
Investment Company Act of 1940, as amended, from a diversified investment
company to a non-diversified investment company, and approve the
elimination of the Fund's corresponding investment restriction regarding
diversification.
4. To transact such other business as may properly come before the
meeting or adjournments thereof.
The Board of Directors has fixed the close of business on August 6, 1999, 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,
J.S. Mascarenhas
Dated: August 30, 1999
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 Thursday,
September 30, 1999, 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 30, 1999. 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, 1999, 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
9,830,611 outstanding 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, 1999. 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, 2 and 3 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. Thomas L. Hansberger,
Narayan Murthy and Antoine W. van Agtmael, constituting the Class I directors,
expire at the 1999 Annual Meeting of Stockholders. Mr. Murthy was elected by
the Fund's Board of Directors as a Class I director at a meeting held on
January 20, 1999, and Mr. Hansberger was elected by the Fund's Board of
Directors as a Class I director at a meeting held on July 5, 1999. Messrs.
Dinan and Gujadhur were elected by the Fund's Board of Directors as Class III
directors by unanimous written consent dated as of February 18, 1999 and are
standing for election because this is the first meeting of stockholders
following their election by the Board of Directors. Persons named in the
accompanying form of proxy intend, in the absence of contrary instructions, to
vote all proxies "FOR" the election of the five nominees listed below for a
term expiring on the date of the Annual Meeting of Stockholders in 2002 for
the Class I directors and 2001 for the Class III directors, or until their
successors are elected and qualified:
Class I
Thomas L. Hansberger
Narayan Murthy
Antoine W. van Agtmael
Class III
Pierre Dinan
Uday Kumar Gujadhur
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.
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 Shares
During Beneficially
Past Five Years and Owned
Name and Address Directorships Director August 6, Percent
of Director (Age) in Publicly Held Companies Since 1999(1) of Class
----------------- ----------------------------- -------- ------------ --------
<S> <C> <C> <C> <C>
*P.S. Subramanyam (57).. President and Chairman of 1998 None --
c/o Unit Trust of India the Fund; Chairman, Unit
13 Sir Vithaldas Trust of India ("UTI") since
Thackersey Marg September 1998; Executive
New Marine Lines Director, Industrial
Mumbai 400-020 Development Bank of India
India ("IDBI") from October 1996
to September 1998; Chief
General Manager, IDBI from
August 1991 to September
1996.
Pierre Dinan (62)....... Director, Multiconsult 1999 None --
11 Eliacin Francois Limited since 1993; Partner,
Street De Chazal Du Mee (DCDM),
Rose Hill since 1985.
Mauritius
Uday Kumar Gujadhur Director, Multiconsult 1999 None --
(44).................... Limited since 1994; Partner,
8E, Lislet Geoffroy De Chazal Du Mee (DCDM),
Street since 1988.
Cunepipe
Mauritius
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Present Office with the Fund,
Principal
Occupations or Employment Shares
During Beneficially
Past Five Years and Owned
Name and Address Directorships Director August 6, Percent
of Director (Age) in Publicly Held Companies Since 1999(1) of Class
----------------- ----------------------------- -------- ------------ --------
<S> <C> <C> <C> <C>
*Mr. G.P. Gupta (58).... Chairman, IDBI since July 1997 None --
IDBI, IDBI Towers 1998; President and Chairman
Cuffe Parade of the Board of the Fund
Mumbai 400-005 from 1997 to 1998; Chairman,
India UTI, from January 1997 to
June 1998; Chairman, Unit
Trust of India Investment
Advisory Services Limited,
from March 1997 to June
1998; Executive Director,
IDBI from September 1992 to
December 1996; Director,
Industrial Finance
Corporation of India Ltd.,
since 1998; 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>
4
<PAGE>
<TABLE>
<CAPTION>
Present Office with the Fund,
Principal
Occupations or Employment Shares
During Beneficially
Past Five Years and Owned
Name and Address Directorships Director August 6, Percent
of Director (Age) in Publicly Held Companies Since 1999(1) of Class
----------------- ----------------------------- -------- ------------ --------
<S> <C> <C> <C> <C>
Thomas L. Hansberger Chairman, Chief Executive 1999 None --
(66).. Hansberger Global Officer, President, Director
Investors and Treasurer, Hansberger
515 East Las Olas Blvd. Global Investors Inc. since
Suite 1300 1994; Director, Hansberger
Fort Lauderdale, FL Global Fund PLC since 1994;
33301 Director, Hansberger Global
USA Investors Ltd., since 1994;
Director, Hansberger Global
Investors (HK) Limited since
1996; Director, VK AC
Holdings from 1994-1996;
Director, Van Kampen
American Capital, Inc. from
1994-1996; Director,
Franklin Resources, Inc.
from 1992-1993; Chairman,
President and Chief
Executive Officer, Templeton
Worldwide, Inc., the parent
holding company of the
Templeton group of companies
from 1992-1993; Director,
The DAIS Group, Inc. from
1990-1993; Director,
Structured Asset Management,
Inc. from 1990-1993.
Narayan Murthy (53)..... Chairman and Chief Executive 1999 None --
c/o Infosys Technology Officer of Infosys
Limited Technology Limited, since
Itosur Road July 1981; Director,
3rd Cross, Electronic Industrial Credit Investment
City Corporation of India, since
Bangalore 561-229 August 1998; Director of
India Videsh Sanchar Nigam
Limited, since December
1998.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Present Office with the Fund,
Principal
Occupations or Employment Shares
During Beneficially
Past Five Years and Owned
Name and Address Directorships Director August 6, Percent
of Director (Age) in Publicly Held Companies Since 1999(1) of Class
----------------- ----------------------------- -------- ------------ --------
<S> <C> <C> <C> <C>
Peter J. Pearson (53)... Partner, The Berwick Group, 1988 None --
51 Lincoln's Inn Fields since December 1993;
London WC2A 3LZ Managing Director, Enskilda
United Kingdom Asset Management, from 1990
to 1993; Chief Executive,
Rothschild Asset Management
Ltd., from 1988 to 1990;
Managing Director, Fidelity
International Investment
Management (Hong Kong)
Limited, from 1981 to 1988;
Director of various other
Asian funds.
*Christopher Reeves Senior Adviser, Merrill 1991 None --
(63).................... Lynch Europe Holdings
Ropemaker Place Limited, since February
25 Ropemaker Street 1999; Chairman, Merrill
London EC2Y 9LY Lynch Europe PLC, since
United Kingdom September 1993; Chairman,
Merrill Lynch International,
since September 1993; Deputy
Chairman, Merrill Lynch
International, from February
1998 to February 1999; Vice
Chairman, Merrill Lynch
International Limited, from
March 1989 to September
1993; Senior Advisor to the
President of Merrill Lynch
Capital Markets, from 1988
to 1989; Director, DSP
Merrill Lynch International,
since March 1995.
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Present Office with the Fund,
Principal
Occupations or Employment Shares
During Beneficially
Past Five Years and Owned
Name and Address Directorships Director August 6, Percent
of Director (Age) in Publicly Held Companies Since 1999(1) of Class
----------------- ----------------------------- -------- ------------ --------
<S> <C> <C> <C> <C>
Antoine W. van Agtmael President and Chief 1988 None --
(54).................... Investment Officer, Emerging
1001 Nineteenth Street, Markets Investors
N.W. Corporation and Emerging
16th Floor Markets Management, LLC,
Arlington, VA 22209-1722 since 1987; Vice President
USA and Managing Director,
Strategic Investment
Partners, 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.
</TABLE>
- --------
* Directors considered to be "interested persons" (as defined in the
Investment Company Act of 1940, as amended (the "1940 Act")) of the Fund or
of the Fund's investment adviser, Unit Trust of India Investment Advisory
Services Limited (the "Adviser"). Mr. P.S. Subramanyam is deemed to be an
interested person because of his affiliation with UTI, the parent company
of 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. 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. Currently, Mr. P.S. Subramanyam is the
only member of the Executive Committee. The Executive Committee did not meet
during the fiscal year ended June 30, 1999.
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. Pearson and van Agtmael. The Audit Committee met
four times during the fiscal year ended June 30, 1999.
The Board of Directors of the Fund met four times during the fiscal year
ended June 30, 1999. Messrs. Gupta, Pearson, Subramanyam and van Agtmael
attended fewer than 75% of the total number of Board meetings and meetings of
committees on which they serve.
7
<PAGE>
Executive Officers of the Fund
Mr. P.S. Subramanyam (age 57), has been President and Chairman of the Board
of Directors of the Fund since October 9, 1998 (see information provided
above).
Mr. J.S. Mascarenhas (age 48), was elected Secretary and Treasurer of the
Fund by the Board of Directors by unanimous written consent dated as of August
27, 1999. He was also appointed Chief Executive Officer of the Adviser of the
Fund in July 1999. Mr. Mascarenhas serves as the manager of the Fund and is
primarily responsible for the day-to-day management of the Fund's portfolio.
Prior to his promotion to Chief Executive Officer of the Adviser, he served in
a number of other positions with UTI over the course of almost thirty years.
From January 1995 to July 1999, he was General Manager and Executive Assistant
to the Chairman of UTI, from June 1994 to December 1994, he was General
Manager of the Department of Accounts and Investment Accounts, and from May
1989 to May 1994, he was in charge of one of UTI's largest branch offices in
Ahmedabad.
Mr. Mascarenhas replaced Dr. S.S. Nayak as Secretary and Treasurer of the
Fund. Dr. Nayak served as Secretary and Treasurer of the Fund from January
1995 until July 28, 1999 when he resigned from those positions due to his
promotion to Chief General Manager of UTI.
Mr. P.S. Subramanyam and Mr. J.S. Mascarenhas are considered to be
"interested persons" of the Fund and the Adviser as defined in the 1940 Act.
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 all directors not
affiliated with UTI or the Adviser was approximately $41,000 during the fiscal
year ended June 30, 1999. Each such unaffiliated director currently receives
fees, paid by the Fund, of $500 per directors' meeting and committee meeting
attended and an annual directors fee of $5,000.
UTI, which pays the compensation and certain expenses of Mr. Subramanyam,
receives a fee for administration of the trust fund arrangement under which
the Funds assets are held in India, including accounting and portfolio
valuation services.
8
<PAGE>
The following table sets forth the aggregate compensation from the Fund paid
to each director during the fiscal year ended June 30, 1999. 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
from the
Name of Director Fund(1)
---------------- ------------
<S> <C>
Mr. P.S. Subramanyam(2)...................................... $ 0
Rahul Bajaj(3)............................................... $8,000
Pierre Dinan(4).............................................. $ 0
Uday Kumar Gujadhur(4)....................................... $ 0
G.P. Gupta(2)................................................ $ 0
Thomas L. Hansberger(5)...................................... $ 0
S.H. Khan(6)................................................. $ 0
Glen Moreno(7)............................................... $7,500
Narayan Murthy............................................... $3,500
A.C. Muthiah(8).............................................. $7,000
Peter J. Pearson............................................. $7,500
Christopher Reeves(2)........................................ $ 0
Antoine W. van Agtmael....................................... $7,500
</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. P.S. Subramanyam and Mr. G.P. Gupta, 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.
(3) Mr. Bajaj resigned from the Board of Directors effective July 10, 1999.
(4) Messrs. Dinan and Gujadhur have waived their fees for serving as
directors.
(5) Mr. Hansberger was elected as a director at a meeting held on July 5,
1999, and thus did not receive any fees for the fiscal year ended June 30,
1999.
(6) Mr. Khan resigned as a director of the Fund effective September 22, 1998.
(7) Mr. Moreno resigned as a director of the Fund effective July 5, 1999.
(8) Mr. Muthiah resigned as a director of the Fund effective August 12, 1999.
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, 1999,
except that, inadvertently, such reports were not filed on a timely basis for
Messrs. Dinan, Gujadhur, Murthy and Subramanyam.
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.
9
<PAGE>
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE "FOR" THE
ELECTION OF THE FIVE NOMINEES AS DIRECTORS.
(2) RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
At a meeting held on July 5, 1999, 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, 2000. PricewaterhouseCoopers
LLP has served as independent accountants for the Fund for prior fiscal years.
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, 1999 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.
(3) APPROVAL OF THE CHANGE OF THE FUND'S SUB-CLASSIFICATION
UNDER THE 1940 ACT AND ELIMINATION OF THE FUND'S
INVESTMENT RESTRICTION REGARDING DIVERSIFICATION
Under Section 5(b) of the 1940 Act, the Fund is currently sub-classified as
a "diversified company." In connection with this sub-classification, the Fund
is currently subject to an investment restriction which reads as follows:
"The Fund may not:
(4) Purchase any security (other than obligations of the United States
Government or any agency or instrumentality thereof) if, as a result:
(i) as to 75% of the Fund's total assets, more than 5% of such assets
(calculated at current market value) would be invested in securities of
a single issuer, or (ii) the Fund would then own more than 10% of the
voting securities of any single issuer."
The Board of Directors has approved, and recommends that the stockholders
also approve, a change in the Fund's sub-classification under Section 5(b)
from "diversified" to "non-diversified," and the elimination of the investment
restriction quoted above. The Fund, however, intends to continue to comply
with the diversification and other requirements of the Internal Revenue Code
of 1986, as amended (the "Code"), applicable to regulated investment companies
so that the Fund will not be subject to U.S. federal income taxes on its net
investment income. In this regard, the applicable diversification requirements
imposed by the Code provide that the Fund
10
<PAGE>
must diversify its holdings so that at the end of each quarter of the taxable
year: (i) at least 50% of the market value of the Fund's assets are
represented by cash and cash items, U.S. government securities, the securities
of other regulated investment companies and other securities, with such other
securities of any one issuer limited for purposes of this calculation to an
amount not greater than 5% of the value of the Fund's total assets and 10% of
the outstanding voting securities of such issuer; and (ii) not more than 25%
of the value of its total assets are invested in the securities (other than
U.S. government securities or the securities of other regulated investment
companies) of any one issuer or of any two or more issuers that the Fund
controls and that are determined to be engaged in the same business or similar
or related businesses.
The Adviser believes that the requirements under the 1940 Act for
diversified funds may, at times, hinder the Fund's ability to invest in
attractive, suitable securities, particularly given the Fund's size and
investment focus in India. The Adviser believes the change to a non-
diversified investment company would give the Fund the additional flexibility
(as described below) necessary to invest its assets effectively in India.
Accordingly, the Adviser recommends that stockholders of the Fund vote to
change the Fund from a diversified to a non-diversified fund.
Although the Fund would remain subject to the diversification standards
imposed by the Code, a change in the Fund's classification to a non-
diversified investment company would permit the Fund to concentrate its
investments in fewer issuers than is presently the case. While greater
concentration may prove beneficial when the companies in which the Fund
invests outperform the market, greater concentration in fewer issuers will
also magnify negative performance by portfolio companies. Furthermore, since
the Fund would be able to invest a relatively higher percentage of its assets
in the obligations of a limited number of issuers, it may be more susceptible
to any single economic, political, or regulatory occurrence than it currently
is as a diversified fund. In general, the Fund's net asset value and related
market price may become more volatile.
The Fund's Board of Directors believes that the Fund's investment
performance could benefit in comparison to its benchmark indexes if the Fund
changed its sub-classification under the 1940 Act. To this end, the Board of
Directors and the Adviser recommend that the Fund's stockholders approve
changing the Fund's sub-classification under the 1940 Act from a diversified
investment company to a non-diversified investment company.
Approval of this proposal requires the affirmative vote of a "majority of
the outstanding voting securities" of the Fund, which, as used in this Proxy
Statement and as defined in the 1940 Act, means the affirmative vote of the
lesser of: (i) more than 50% of the outstanding shares of the Fund; or, (ii)
67% or more of the shares of the Fund present at the Meeting if holders of
more than 50% of the outstanding shares are present in person or by proxy at
the Meeting.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL
NO. 3.
11
<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 6, 1999. 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 Percent
Title or Class of Beneficial Owner Beneficial Ownership of Class
-------------- ------------------- -------------------- --------
<C> <C> <S> <C>
Common Stock.. City of London Investment Group PLC Has sole power to vote 8.96%
10 Eastcheap and
London, EC3M ILX dispose of 881,000
England shares.
Common Stock.. City of London Investment Management Has sole power to vote 7.75%
Company Ltd. and
10 Eastcheap dispose of 762,130
London, EC3M ILX shares.
England
Common Stock.. President and Fellows of Harvard Management Has sole power to vote 11.2%
Company, Inc. and dispose of 1,099,300
600 Atlantic Avenue shares.
Boston, MA 02210
</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 $7,500, 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 Funds
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 September 30, 1999, 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.
12
<PAGE>
Stockholder Proposals
Any proposal by a stockholder of the Fund intended to be presented at the
2000 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, 2000.
By order of the Board of Directors,
J.S. Mascarenhas
Secretary
1285 Avenue of the Americas
New York, New York 10019
August 30, 1999
13
<PAGE>
THE INDIA GROWTH FUND INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Stockholders -- September 30, 1999
The undersigned hereby appoints Mr. P.S. Subramanyam, Mr. J.S. Mascarenhas 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 September 30, 1999 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.
<PAGE>
Unless otherwise specified in the squares and/or on the line provided, the
undersigned's vote will be cast FOR items (1), (2) and (3).
1. The Election of Directors: [ ] FOR all the nominees listed below (except as
marked to the contrary below)
[ ] WITHHOLD AUTHORITY (to vote for all nominees
listed below)
NOMINEES: Thomas L. Hansberger, Narayan Murthy and Antoine W. van Agtmael as
Class I directors and Pierre Dinan and Uday Kumar Gujadhur 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 accountants of the Fund for its fiscal year ending June 30, 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Approval of the change of the Fund's sub-classification under the Investment
Company Act of 1940, as amended, from a diversified investment company to a
non-diversified investment company, and approval of the elimination of the
Fund's corresponding investment restriction regarding diversification.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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 __________________________, 1999
PLEASE SIGN AND PROMPTLY RETURN IN THE ACCOMPANYING ENVELOPE.
