THE ASIA TIGERS FUND, INC.
Oppenheimer Tower
One World Financial Center
200 Liberty Street
New York, New York 10281
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
January 10, 1997
TO THE STOCKHOLDERS:
The Annual Meeting of Stockholders of The Asia Tigers Fund, Inc. (the "Fund")
will be held at Oppenheimer Tower, One World Financial Center, 200 Liberty
Street, New York, New York on the 40th floor, on Friday, February 21, 1997,
at 10:00 a.m. for the purposes of considering and voting upon:
1. The election of directors (Proposal 1).
2. The ratification of the selection of Price Waterhouse LLP as the
independent accountants of the Fund for the year ending
October 31, 1997 (Proposal 2).
3. Any other business that may properly come before the meeting.
The close of business on January 2, 1997, 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/Robert I. Kleinberg
Robert I. Kleinberg
SECRETARY
TO AVOID THE 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.
<PAGE>
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance
to you in order to avoid the time and expense to the Fund involved 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.
(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
<PAGE>
THE ASIA TIGERS FUND, INC.
Oppenheimer Tower
One World Financial Center
200 Liberty Street
New York, New York 10281
PROXY STATEMENT
This proxy statement is furnished in connection with a solicitation by the
Board of Directors of The Asia Tigers Fund, Inc. (the "Fund") of proxies to
be used at the Annual Meeting of Stockholders of the Fund (the "Annual
Meeting") to be held at Oppenheimer Tower, One World Financial Center,
200 Liberty Street, New York, New York on the 40th floor, on Friday,
February 21, 1997, at 10:00 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 January 10, 1997.
THE FUND'S ANNUAL REPORT CONTAINING FINANCIAL STATEMENTS FOR THE FISCAL YEAR
ENDED OCTOBER 31, 1996, IS AVAILABLE, FREE OF CHARGE, BY CONTACTING ADVANTAGE
ADVISERS, INC., 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 Annual 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 and FOR Proposal 2.
The close of business on January 2, 1997, has been fixedas the record date
for the determination of stockholders entitled to notice of and to vote at
the Annual Meeting. Each stockholder is entitled to onevote for each full
share and an appropriate fraction of a vote for each fractional share held.
On the record date there were 20,514,984 shares of Common Stock outstanding
In the event that a quorum is not present at the Annual 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 Annual 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 Annual 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 in 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 Annual Meeting.
Advantage Advisers, Inc. ("Advantage"), whose principal business address is
Oppenheimer Tower, One World Financial Center, 200 Liberty Street, New York,
New York 10281, is the Fund's investment
<PAGE>
manager. Barclays Global Investors International Inc. ("BGI"), whose
principal business address is Tower 49, 12 East 49th Street, New York,
New York 10017, is the Fund's investment adviser.
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 Annual
Meeting, stockholders will be asked to elect two Class II Directors to hold
office until the year 2000 Annual Meeting of Stockholders or thereafter when
his respective successor is elected and qualified. The terms of office of the
Class I and the Class III Directors expire at the Annual Meetings of
Stockholders in 1999 and 1998, respectively, or thereafter in each case when
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
Annual Meeting (unless directed not to vote) FOR the election of the nominees
listed below. All of the directors have previously been elected to the Fund's
Board of Directors by stockholders, except for Mr. Blum, who was elected to
the Board of Directors on May 14, 1996. Mr. Blum has indicated that he will
serve if elected, but if Mr. Blum 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 directors:
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED,
NOMINEES AND PRINCIPAL OCCUPATIONS DIRECTLY OR INDIRECTLY, ON
DURING THE PAST FIVE YEARS DIRECTOR SINCE AGE DECEMBER 31, 1996 (A)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
NOMINEES TO SERVE UNTIL 2000
ANNUAL MEETING OF STOCKHOLDERS
Jeswald W. Salacuse, Member of Audit Committee; 1993 58 309
Henry J. Braker Professor of Commercial Law,
and formerly Dean, The Fletcher School of Law
& Diplomacy, Tufts University.
Robert A. Blum*, Assistant Secretary; Managing Director 1996 36 500
and Associate General Counsel, Oppenheimer & Co., Inc.
(1994-Present); Senior Vice President, Oppenheimer &
Co., Inc. (1991-1994); Vice President, Oppenheimer &
Co., Inc. (1989-1991).
</TABLE>
<PAGE>
The following table provides information concerning the directors serving
until the 1998 and 1999 Annual Meetings of Stockholders:
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED,
DIRECTORS AND PRINCIPAL OCCUPATIONS DIRECTLY OR INDIRECTLY, ON
DURING THE PAST FIVE YEARS DIRECTOR SINCE AGE DECEMBER 31, 1996 (A)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
DIRECTORS SERVING UNTIL 1998
ANNUAL MEETING OF STOCKHOLDERS
Alan H. Rappaport*, Chairman and President, 1993 43 1000
Executive Vice President, Oppenheimer & Co., Inc.
(1994-Present); Director and President, Advantage
Advisers, Inc. (1993-Present)
Charles F. Barber, Chairman of Audit Committee; 1993 79 1000
Consultant; formerly Chairman of the Board,
ASARCO Incorporated.
DIRECTORS SERVING UNTIL 1999
ANNUAL MEETING OF STOCKHOLDERS
Leslie H. Gelb, Member of the Audit Committee; 1994 59 0
President, The Council on Foreign Relations
(1993-Present); Columnist (1991-1993),
Deputy Editorial Page Editor (1986-1990) and
Editor, Op-Ed Page (1988-1990), The New
York Times.
* "Interested person" as defined in the Investment Company Act of 1940
(the "1940 Act") because of a relationship with Advantage.
(A) The holdings of no director represented more than 1% of the
outstanding shares of the Fund. Each director has sole voting and
investment power with respect to the listed shares.
</TABLE>
Each of the Fund's directors serves as a director of certain other U.S.
registered investment companies, as described below. Mr. Barber is a director
of one other registered investment company co-advised by Advantage and BGI,
six registered investment companies co-advised by Advantage and Salomon
Brothers Asset Management Inc ("SBAM") and seven other registered investment
companies advised by SBAM. Mr. Barber also serves as a director for six
registered investment companies advised by investment advisory affiliates
of Smith Barney Inc. and as a trustee of Lehman Brothers Institutional Funds
Group Trust. In addition, Mr. Barber serves as a director of Min Ven Inc.
Messrs. Blum, Gelb, Salacuse and Rappaport are directors of one other
registered investment company co-advised by Advantage and BGI, and Messrs.
Gelb, Salacuse and Rappaport are directors of four registered investment
companies co-advised by Advantage and SBAM. Mr. Salacuse is a director of
one other registered investment company advised by Advantage
and three other registered investment companies advised by SBAM. Mr.
Rappaport is a director of two other registered investment companies advised
by Advantage, and Mr. Gelb is a director of one other registered investment
company advised by Advantage. Mr. Blum is an individual General Partner of
one other registered investment company advised by an affiliate of Advantage.
At December 31, 1996, directors and officers of the Fund as a group owned
beneficially less than 1% of the outstanding shares of the Fund. No person
owned of record, or to the knowledge of
<PAGE>
management owned beneficially, more than 5% of the Fund's outstanding shares
at that date, except that Cede & Co., a nominee for participants in
Depository Trust Company, held of record 20,074,659 shares, equal to 97.85%
of the outstanding shares of the Fund.
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 Messrs. Rappaport and Blum, the current
executive officers of the Fund are:
NAME OFFICE AGE OFFICER SINCE
---------------------------------------------------------------
Dennis E. Feeney Treasurer 45 1993
Robert I. Kleinberg Secretary 59 1993
Mr. Feeney is Executive Vice President (1995-Present), Chief Financial
Officer (1994-Present) and Controller (1986-1994) of Oppenheimer & Co.,
Inc. Mr. Kleinberg is also Executive Vice President (1982-Present), Secretary
(1981-Present) and General Counsel (1980-Present) of Oppenheimer & Co., Inc.,
and Director and Secretary of Advantage. Messrs. Blum, Feeney, Kleinberg and
Rappaport also serve as officers of various other registered investment
companies advised by Advantage.
The Fund's Audit Committee is composed of Messrs. Barber, Gelb and Salacuse.
The principal functions of the Audit Committee are to recommend to the Board
the appointment of the Fund's independent accountants, to review with the
independent accountants the scope and anticipated cost of their audit and
to receive and consider a report from the independent accountants concerning
their conduct of the audit, including any comments or recommendations they
might want to make in that connection. This Committee met two times during
the year ended October 31, 1996. The Fund has no nominating or compensation
committees.
During the fiscal year ended October 31, 1996, the Board of Directors met
seven times. Each director attended at least 75% of the meetings of the Board
or the Audit Committee of the Board for which he was eligible.
Under the federal securities laws, the Fund is required to provide to
stockholders in connection with the Annual 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 and/or BGI. The
following table provides information concerning the approximate compensation
paid during the year ended October 31, 1996, to each director of the Fund.
Please note that the Fund does not provide any pension or retirement benefits
to directors. In addition, no remuneration was paid during the year ended
October 31, 1996, by the Fund to either Mr. Blum or Mr. Rappaport, who as
officers or employees of Advantage and Oppenheimer & Co., Inc., are
interested persons as defined under the 1940 Act.
<PAGE>
<TABLE>
<CAPTION>
Total Compensation
from Other Funds Total Compensation
Aggregate Co-Advised by from Other Funds Total Compensation
Compensation Advantage and Advised by from Other Funds
Name of Director from Fund BGI Advantage Advised by BGI Total Compensation
- ---------------- ------------ ------------------ ------------------ ------------------ ------------------
<S> <C> <C> <C> <C> <C>
Directorships* Directorships* Directorships* Directorships*
Leslie H. Gelb $8,600 $8,700(1) $37,000(5) $0 $54,300(7)
Jeswald W. Salacuse $8,600 $8,700(1) $33,200(5) $0 $50,500(7)
Charles F. Barber $8,600 $8,700(1) $48,600(6) $0 $65,900(8)
- ----------------
* The numbers in parentheses indicate the applicable number of investment company directorships held by that director.
</TABLE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(f) 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,
BGI, and their respective 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 all relevant persons complied with applicable filing
requirements during the fiscal year ended October 31, 1996.
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.
PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors of the Fund has selected Price Waterhouse LLP as
independent accountants of the Fund for the year ending October 31, 1997.
The appointment of independent accountants is approved annually by the
Board of Directors and is subsequently submitted to the stockholders for
ratification. The Fund has been advised by Price Waterhouse LLP that at
October 31, 1996, neither the firm nor any of its partners had any direct
or material indirect financial interest in the Fund. A representative of
Price Waterhouse LLP will be at the Annual Meeting to answer questions
concerning the Fund's financial statements and will have an opportunity
to make a statement if he or she chooses to do so.
THE DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, UNANIMOUSLY
RECOMMEND THAT THE STOCKHOLDERS VOTE "FOR" RATIFICATION OF THE SELECTION
OF INDEPENDENT ACCOUNTANTS.
<PAGE>
REQUIRED VOTE
Ratification of the selection of Price Waterhouse LLP as independent
accountants of the Fund requires the affirmative vote of the holders of a
majority of the votes cast by 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 this proposal, abstentions and broker non-votes will not be
considered votes cast for the foregoing purpose.
ADDITIONAL INFORMATION
Oppenheimer & Co., Inc. ("OpCo") serves as the Fund's administrator. The
address of OpCo is Oppenheimer Tower, One World Financial Center, 200 Liberty
Street, New York, New York 10281. OpCo subcontracts certain of its
responsibilities to PFPC Inc. The address of PFPC Inc. is 400 Bellevue
Parkway, Wilmington, Delaware 19809.
OTHER BUSINESS
The Board of Directors of the Fund does not know of any other matter which
may come before the Annual Meeting. If any other matter properly comes before
the Annual 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 1998 must
be received by the Fund for inclusion in the Fund's proxy statement and
proxy relating to that meeting no later than September 12, 1997.
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 BGI 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.
January 10, 1997
<PAGE>
THE ASIA TIGERS FUND, INC.
ANNUAL MEETING OF STOCKHOLDERS-FEBRUARY 21, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS
The undersigned hereby appoints Robert I. Kleinberg, Robert A. Blum and
Charles J. DeMarco, 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 Oppenheimer Tower, One World Financial Center, New York,
New York 10281 on Friday, February 21, 1997, at 10:00 a.m., and at any
adjournments thereof, upon the matters set forth in the Notice of Meeting
and Proxy Statement dated January 10, 1997, 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 PROPOSALS 1 (INCLUDING ALL NOMINEES FOR DIRECTOR) AND 2. Please
refer to the Proxy Statement for a discussion of the Proposals.
HAS YOUR ADDRESS CHANGED?
__________________________________________
__________________________________________
__________________________________________
DO YOU HAVE ANY COMMENTS?
__________________________________________
__________________________________________
__________________________________________
(Continued, and to be signed and dated, on the reverse side)
<PAGE>
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSALS 1
(INCLUDING ALL NOMINEES FOR DIRECTORS) AND 2.
1. Election of Directors
[ ] FOR the nominees [ ] WITHHOLD AUTHORITY [ ] EXCEPTIONS
listed below to vote for the nominees.
(INSTRUCTIONS: To withhold authority to vote for any individual nominee,
mark the "Exceptions" box and strike a line through that nominee"s name.)
Directors to serve until the year 2000 Annual Meeting: Jeswald W. Salacuse,
Robert A. Blum
2. The ratification of the selection of Price Waterhouse LLP as the
independent accountants of the Fund for the year ending October 31, 1997.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Any other business that may properly come before the meeting.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. I will attend the meeting. [ ] [ ] Change of Address and/or
Comments Mark Here
Note: Please sign exactly as your name appears
on this Proxy. If joint owners, EITHER may sign
this Proxy. When signing as attorney,
executor, administrator, trustee, guardian or
corporate officer, please give your full title.
Date __________________________________ , 1997
_______________________________________________
_______________________________________________
Signature(s), Title(s), if applicable
PLEASE SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
