SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|X| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(c)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
The Asia Tigers 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)(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 is 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: __________________________________________________________
<PAGE>
August __, 1997
THE ASIA TIGERS FUND, INC.
THE INDIA FUND, INC.
THE MEXICO EQUITY AND INCOME FUND, INC.
Dear Stockholder:
We are pleased to invite you to a special meeting of stockholders of each
of the above funds (the "Funds") to be held on September 30, 1997.
As you may know, CIBC Wood Gundy Securities Corp. ("CIBC Wood Gundy"),
Oppenheimer Group, Inc. and Oppenheimer Equities, Inc. have entered into an
agreement for CIBC Wood Gundy to acquire all of the stock of Oppenheimer
Holdings, Inc., whose subsidiary, Advantage Advisers, Inc. ("Advantage"), serves
as investment manager to The Asia Tigers Fund, Inc. and The India Fund, Inc. and
as U.S. co-adviser to The Mexico Equity and Income Fund, Inc. Because such
acquisition will result in a termination of the Funds' existing management and
co-advisory agreements with Advantage, each Fund's meeting will permit its
stockholders to consider a new management or co-advisory agreement, as
applicable, with Advantage to be in effect following such acquisition. Each such
new agreement will be substantially identical to the existing agreement with
such Fund.
It is important to keep in mind that CIBC Wood Gundy is acquiring
Advantage, not the Funds. Your Fund shares and the management fees charged each
Fund will not change as a result of the acquisition. Moreover, CIBC Wood Gundy
has advised each Fund's Board of Directors that it expects the current senior
management team of Advantage to continue following the acquisition to provide
the high-quality services to which you've grown accustomed. The acquisition does
not involve Barclays Global Investors International Inc. ("BGI"), Infrastructure
Leasing & Financial Services Limited ("ILFS") or Acci Worldwide, S.A. de C.V.
("Acci"), which serve as the investment adviser, country adviser and Mexican
co-adviser, respectively, to The Asia Tigers Fund, Inc., The India Fund, Inc.
and The Mexico Equity and Income Fund, Inc., respectively. However, because
Advantage is a party to the current advisory agreements between BGI and The Asia
Tigers Fund, Inc. and between ILFS and The India Fund, Inc., stockholders of
those Funds are being asked to consider new agreements with BGI and ILFS,
respectively.
Because the Funds are affected similarly by the acquisition, the Board of
Directors of each Fund determined it would be most efficient to prepare a single
combined proxy statement to be sent to the stockholders of all Funds. If you are
a stockholder of more than one Fund, you will receive a notice of meetings,
proxy statement and proxy card for each such Fund. Each Fund votes separately,
so please sign and return all of your proxy cards if you are a stockholder of
more than one Fund.
<PAGE>
2
Please note that you are not being asked to vote on every proposal included
in the proxy statement. The enclosed notice of meetings describes which Funds'
stockholders are being asked to vote on each proposal, and the proxy card
provides for voting only with respect to the proposals relating to such Funds.
After careful consideration, the Board of Directors of each Fund, including
its independent directors, approved the proposals relating to such Fund and
recommends that its stockholders vote "FOR" each such proposal. Whether or not
you intend to attend the meeting, you may vote by proxy by signing and returning
your proxy card in the enclosed postage-paid envelope.
We thought it would be helpful to provide the questions and answers
regarding the acquisition and the related proposals on the reverse side of this
page. They are designed to help answer questions you may have and help you cast
your votes, and are being provided as a supplement to, not a substitute for, the
proxy statement, which we urge you to carefully review. As always, we thank you
for your confidence and support.
Please feel free to call the proxy solicitor, D.F. King & Co., Inc., at
1-800-735-3568 to answer any questions you may have regarding the voting of your
shares, and please feel free to call us at 1-800-421-4777 to answer any
questions regarding the transaction or other matters.
Sincerely,
The Chairmen of the Boards and Presidents of:
THE ASIA TIGERS FUND, INC.
THE INDIA FUND, INC.
THE MEXICO EQUITY AND INCOME FUND, INC.
<PAGE>
3
QUESTIONS & ANSWERS
Q. WHO IS BEING ACQUIRED IN THE ACQUISITION?
A. CIBC Wood Gundy has agreed to acquire all of the stock of Oppenheimer
Holdings, Inc., whose subsidiary, Advantage, serves as investment
manager or co-adviser to each Fund. The Funds themselves are not being
acquired.
Q. WHY AM I BEING ASKED TO VOTE ON THESE PROPOSALS?
A. Pursuant to the Investment Company Act of 1940, as amended,
consummation of the acquisition will cause the automatic termination
of each of the existing management or co-advisory agreements with
Advantage and each of the existing investment advisory agreements with
BGI and ILFS. Therefore, in order to ensure continuity of management,
stockholders are being asked to approve substantially identical new
agreements with Advantage, BGI and ILFS.
Q. HOW WILL THE TRANSACTION AFFECT ME AS A FUND STOCKHOLDER?
A. Your Fund shares and the fees charged each Fund will not change as a
result of the acquisition. Moreover, CIBC Wood Gundy has advised each
Fund's Board that it expects the current senior management team of
Advantage to continue following the acquisition to provide the
high-quality services to which you've grown accustomed. Consequently,
management of each Fund believes that the acquisition will not
adversely affect the operations of the Fund.
Q. HOW DO THE BOARDS RECOMMEND THAT I VOTE?
A. After careful consideration, the Board of Directors of each Fund,
including its independent directors, recommends that stockholders vote
"FOR" each of the proposals relating to such Fund on the enclosed proxy
card.
Q. WHOM DO I CALL IF I HAVE QUESTIONS?
A. If you have any questions, please feel free to call the proxy
solicitor, D.F. King & Co., Inc., at 1-800-735-3568 to answer any
questions you may have regarding the voting of your shares, and please
feel free to call us at 1-800-421-4777 to answer any questions
regarding the acquisition or other matters.
PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD(S)
IN THE POSTAGE-PAID ENVELOPE
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN
<PAGE>
THE ASIA TIGERS FUND, INC.
THE INDIA FUND, INC.
THE MEXICO EQUITY AND INCOME FUND, INC.
---------------
NOTICE OF SPECIAL MEETINGS OF STOCKHOLDERS
---------------
August __, 1997
To the stockholders of the above funds:
Notice is hereby given that special meetings of the stockholders of each of
the above funds (each, a "Fund" and, collectively, the "Funds"), will be held on
September 30, 1997, at Oppenheimer Tower, 200 Liberty Street, One World
Financial Center, New York, New York on the 40th Floor at the following times:
The Asia Tigers Fund, Inc.: 10:00 a.m.
The India Fund, Inc.: 10:30 a.m.
The Mexico Equity and Income Fund, Inc.: 11:00 a.m.
The meetings will be held for the following purposes:
The following proposal relates to each Fund:
1. The approval of a new management or co-advisory agreement between
Advantage Advisers, Inc. ("Advantage") and the Fund. No fee increase is
proposed.
The following proposal relates to The Asia Tigers Fund, Inc.:
2. The approval of a new investment advisory agreement among Advantage,
Barclays Global Investors International Inc. and the Fund. No fee increase is
proposed.
The following proposal relates to The India Fund, Inc.:
3. The approval of a new country advisory agreement among Advantage,
Infrastructure Leasing & Financial Services Limited and the Fund. No fee
increase is proposed.
<PAGE>
2
The following relates to each Fund:
To conduct any other business as may properly come before the meeting or
any adjournments thereof.
The close of business on Thursday, August 21, 1997 has been fixed as the
record date for the determination of stockholders who will be entitled to
receive notice of, and to vote at, each of the meetings and any adjournments
thereof.
By Order of the Boards of Directors,
Robert I. Kleinberg, Secretary of the following Funds:
THE ASIA TIGERS FUND, INC.
THE INDIA FUND, INC.
Robert A. Blum, Secretary of the following Fund:
THE MEXICO EQUITY AND INCOME FUND, INC.
New York, New York
August __, 1997
- --------------------------------------------------------------------------------
TO AVOID UNNECESSARY EXPENSE OF FURTHER SOLICITATION, WE URGE YOU
to indicate voting instructions on the enclosed proxy card, date and sign it and
return it promptly in the envelope provided, no matter how large or small your
holdings may be.
- --------------------------------------------------------------------------------
<PAGE>
THE ASIA TIGERS FUND, INC.
THE INDIA FUND, INC.
THE MEXICO EQUITY AND INCOME FUND, INC.
COMBINED PROXY STATEMENT
Meetings of Stockholders
This combined proxy statement is furnished in connection with a
solicitation of proxies by the Board of Directors of each of the above funds
(each, a "Fund" and, collectively, the "Funds"), to be used at special meetings
of stockholders (in each case, the "Meeting") of the Funds and any adjournments
thereof. Each Meeting will be held on September 30, 1997, at Oppenheimer Tower,
200 Liberty Street, One World Financial Center, New York, New York on the 40th
Floor at the following times: 10:00 a.m. for The Asia Tigers Fund, Inc., 10:30
a.m. for The India Fund, Inc. and 11:00 a.m. for The Mexico Equity and Income
Fund, Inc. This proxy statement and the accompanying form of proxy are first
being mailed to stockholders on or about August __, 1997.
The purpose of the Meetings is to permit each Fund's stockholders to
consider one or more new investment advisory agreements to take effect upon
consummation of the acquisition (the "Acquisition") contemplated by the Stock
Acquisition Agreement, dated as of July 22, 1997 (the "Stock Acquisition
Agreement"), by and between CIBC Wood Gundy Securities Corp. ("CIBC Wood Gundy")
and Oppenheimer Group, Inc. ("Oppenheimer Group") and its subsidiary,
Oppenheimer Equities, Inc. ("Oppenheimer Equities" and, collectively with
Oppenheimer Group, "Oppenheimer"). Pursuant to the Stock Acquisition Agreement,
CIBC Wood Gundy will acquire from Oppenheimer Equities all of the stock of
Oppenheimer Holdings, Inc. ("Oppenheimer Holdings"), whose indirect subsidiary,
Advantage Advisers, Inc. ("Advantage"), serves as investment manager to The Asia
Tigers Fund, Inc. and The India Fund, Inc. and as co-adviser to The Mexico
Equity and Income Fund, Inc. For a discussion of the Acquisition, see "The
Acquisition" under Proposal 1 below. Pursuant to the Investment Company Act of
1940, as amended (the "Investment Company Act"), consummation of the Acquisition
will cause the automatic termination of each Fund's management or co-advisory
agreement with Advantage. Therefore, in order to ensure continuity in the
management of the Funds, stockholders of each Fund are being asked to approve a
new management or co-advisory agreement, as the case may be, with Advantage.
Moreover, since Advantage is a party to the investment advisory agreement with
The Asia Tigers Fund, Inc. and Barclays Global Investors International Inc.
("BGI"), which serves as investment adviser to such Fund, and is a party to the
country advisory agreement with The India Fund, Inc. and Infrastructure Leasing
& Financial Services Limited ("ILFS"), which serves as country adviser to such
Fund, stockholders of each such Fund are being asked to approve new investment
advisory agreements with BGI and ILFS, respectively, so that such advisers may
continue to serve as investment adviser or country adviser, as the case may be,
to such Funds.
<PAGE>
2
Stockholders who execute proxies retain the right to revoke them in person
at the relevant Meeting or by written notice received by the Secretary of the
relevant 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 each of the proposals set forth below (each, a
"Proposal" and, collectively, the "Proposals"). The close of business on
Thursday, August 21, 1997 has been fixed as the record date (the "Record Date")
for the determination of stockholders of each Fund entitled to notice of, and to
vote at, the relevant Meeting and any adjournments thereof. Each stockholder is
entitled to one vote for each full share (and a fractional vote for each
fractional share) held of record on the Record Date, with no shares having
cumulative voting rights. On the Record Date, The Asia Tigers Fund, Inc., The
India Fund, Inc. and The Mexico Equity and Income Fund, Inc. had ____, ____ and
____ shares of common stock issued and outstanding, respectively. Stockholders
of each Fund may vote only on those Proposals affecting their Fund, and
stockholders of each Fund will vote separately on each such Proposal from
stockholders of the other Funds voting on such Proposal.
The Proposals are to be voted upon by stockholders of the Funds as follows:
================================================================================
Proposal Funds to which the Proposal Applies
- --------------------------------------------------------------------------------
1. Approval of a new management or All Funds.
co-advisory agreement between
Advantage and the Fund.
- --------------------------------------------------------------------------------
2. Approval of a new investment The Asia Tigers Fund, Inc.
advisory agreement among
Advantage, BGI and the Fund.
- --------------------------------------------------------------------------------
3. Approval of a new country The India Fund, Inc.
advisory agreement among
Advantage, ILFS and the Fund.
================================================================================
Abstentions and Broker Non-Votes (reflected by signed but unvoted proxies),
as defined below, do not count as votes cast with respect to any Proposal. With
respect to a Proposal requiring the affirmative vote of a majority of a Fund's
outstanding shares of capital stock, the effect of abstentions and Broker
Non-Votes is the same as a vote against such Proposal. In all other
circumstances, abstentions and Broker Non-Votes have no effect on the vote on a
Proposal. "Broker Non-Votes" are shares held in the name of a broker or nominee
for which an executed proxy is received by a Fund, but are not voted on the
Proposal because voting instructions have not been received from the beneficial
owners or persons entitled to vote and the broker or nominee does not have
discretionary voting power.
<PAGE>
3
Each Fund will furnish, without charge, a copy of its most recent Annual
Report to Stockholders and its most recent Semi-Annual Report to Stockholders
succeeding such Annual Report, to any stockholder upon request. Requests should
be directed to the Secretary of the relevant Fund in writing at its address
below or by calling 1-800-421-4777.
The principal executive offices of each Fund are located at Oppenheimer
Tower, 200 Liberty Street, One World Financial Center, New York, New York 10281.
Each of the Funds is a closed-end management investment company.
In the event that a quorum is not present at the Meeting of any Fund, or in
the event that a quorum is present but sufficient votes to approve any of the
Proposals to be acted on at such Meeting are not received, the persons named as
proxies may propose one or more adjournments of the Meeting to a date not more
than 120 days after the Record Date to permit further solicitation of proxies
without establishing a new Record Date. Any such adjournment will require the
affirmative vote of a majority of those shares present at the relevant 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 with respect to a Fund prior to any such adjournment if
sufficient votes have been received for approval. Under the By-Laws of each
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 the Fund entitled
to vote at the Meeting.
PROPOSAL 1. APPROVAL OF A NEW MANAGEMENT OR
CO-ADVISORY AGREEMENT BETWEEN ADVANTAGE AND THE FUND
Stockholders of each of the Funds will vote on this Proposal.
Introduction
Advantage serves as investment manager to each of The Asia Tigers Fund,
Inc. and The India Fund, Inc. pursuant to management agreements with such Funds
dated as of November 11, 1993 and February 14, 1994, respectively, and as
co-adviser to The Mexico Equity and Income Fund, Inc. pursuant to a co-advisory
agreement, dated as of August 14, 1990, with such Fund (in each case, the
"Existing Advantage Agreement" and, collectively, the "Existing Advantage
Agreements").
As required by the Investment Company Act, each Existing Advantage
Agreement provides for its automatic termination in the event of its
"assignment", as defined in such Act. As discussed below, consummation of the
Acquisition will constitute an assignment of the Existing Advantage Agreement
with each Fund. Therefore, in anticipation of the Acquisition, the Board of
Directors of each Fund is proposing that its stockholders approve a new
management or co-advisory agreement, as the case may be, between the Fund and
Advantage (in each case, the "New Advantage Agreement" and, collectively, the
"New Advantage
<PAGE>
4
Agreements"). The New Advantage Agreement proposed for each Fund is
substantially identical to its Existing Advantage Agreement. A description of
the New Advantage Agreement proposed for each Fund, including the services to be
provided by Advantage thereunder, is set forth below. The descriptions of the
New Advantage Agreements for The Asia Tigers Fund, Inc., The India Fund, Inc.
and The Mexico Equity and Income Fund, Inc. are qualified in their entirety by
reference to the forms of New Advantage Agreements attached hereto as Exhibit
A-1, Exhibit A-2 and Exhibit A-3, respectively.
Information Concerning Advantage
Advantage is a corporation organized under the laws of Delaware on May 31,
1990 and a registered investment adviser under the Investment Advisers Act of
1940, as amended (the "Advisers Act"). Advantage has served as investment
manager or co-adviser, as the case may be, to each Fund pursuant to such Fund's
Existing Advantage Agreement since commencement of the Fund's operations.
Advantage is a wholly-owned subsidiary of Oppenheimer & Co., Inc. ("OpCo").
All of the issued and outstanding stock of OpCo is owned by Oppenheimer
Holdings, which in turn currently is a wholly-owned subsidiary of Oppenheimer
Equities. Oppenheimer Equities is a wholly-owned subsidiary of Oppenheimer
Financial Corp., which in turn is a wholly-owned subsidiary of Oppenheimer
Group. Oppenheimer & Co., L.P. ("OpCo LP") currently owns approximately 71% of
the common stock of Oppenheimer Group. Nathan Gantcher and Stephen Robert are
the managing general partners of OpCo LP, the remaining general and limited
partner interests of which are owned by employees of OpCo and its affiliates,
including Alan H. Rappaport, Robert I. Kleinberg and Dennis E. Feeney, each of
whom is both a general and limited partner of OpCo LP and serves as a director
and/or officer of two or more of the Funds, and Robert A. Blum, who is a limited
partner of OpCo LP and serves as a director and/or officer of each of the Funds.
The principal business address of each of the foregoing entities is Oppenheimer
Tower, 200 Liberty Street, One World Financial Center, New York, New York 10281.
The principal business address of Advantage following the Acquisition is not
expected to change.
<PAGE>
5
The names, titles and principal occupations of the current directors and
executive officers of Advantage are set forth in the following table. The
business address of each person listed below is Oppenheimer Tower, 200 Liberty
Street, One World Financial Center, New York, New York, 10281.
Title and
Name Principal Occupation
---- --------------------
Stephen Robert.................. Chairman of Advantage and Chairman and
Co-Chief Executive Officer of OpCo
Alan H. Rappaport............... President and Member of the Board of
Advantage and Executive Vice President of
OpCo
Mark C. Biderman................ Executive Vice President of Advantage and
Managing Director of OpCo
Nitin Sheth..................... Vice President of Advantage and Managing
Director and Director of Corporate Taxes
of OpCo
Charles J. DeMarco.............. Vice President of Advantage and Senior Vice
President of OpCo
Melvin S. Herman................ Treasurer of Advantage and Managing
Director and Treasurer of OpCo
Robert I. Kleinberg............. Secretary and Member of the Board of
Advantage and Executive Vice President,
Secretary and General Counsel of OpCo
Robert A. Blum.................. Assistant Secretary of Advantage and
Associate General Counsel and Managing
Director of OpCo
Joyce L. Kramer................. Assistant Secretary of Advantage and Deputy
General Counsel and Managing Director of
OpCo
CIBC Wood Gundy has advised each Fund's Board of Directors that it
anticipates that the foregoing persons will continue with Advantage in their
present or similar capacities following the Acquisition.
<PAGE>
6
The following table provides information regarding the directors and
officers of each Fund who are also directors, officers or employees of
Advantage.
<TABLE>
<CAPTION>
Position with
Position with Position with The Mexico Equity
The Asia The India and Income Position with
Name Tigers Fund, Inc. Fund, Inc. Fund, Inc. Advantage
---- ----------------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
Alan H. Rappaport Chairman of the Board Chairman of the Board Chairman of the Board President and Member
of the Board
Robert I. Kleinberg Secretary Secretary -- Secretary and Member
of the Board
Robert A. Blum President, President, President and Assistant Secretary
Assistant Secretary Assistant Secretary Secretary
and Member of the and Member of the
Board Board
</TABLE>
In addition to the foregoing directors and executive officers, Dennis E. Feeney,
the Treasurer of each Fund, is Executive Vice President and Chief Financial
Officer of OpCo and Frederick M. Bohen, a Director of The Mexico Equity and
Income Fund, Inc., is a Director of OpCo.
In connection with the consummation of the Acquisition, it is expected that
Mr. Blum will resign from the Board of The Asia Tigers Fund, Inc. and The India
Fund, Inc. (but will retain his officer positions with each Fund) and Mr. Bohen
will resign from the Board of The Mexico Equity and Income Fund, Inc., as
discussed below under "Section 15(f) of the Investment Company Act."
Information Concerning CIBC Wood Gundy
CIBC Wood Gundy is the broker-dealer subsidiary of The Canadian Imperial
Bank of Commerce, North America's seventh largest and Canada's second largest
bank. CIBC Wood Gundy is a wholly-owned subsidiary of CIBC Wood Gundy Holdings,
Inc., which in turn is owned 98% by CIBC Wood Gundy Securities Inc., a Canadian
investment dealer, and 2% by CIBC Wood Gundy Funding LLC. CIBC Wood Gundy
Funding LLC is owned 50% by CIBC Wood Gundy Securities Inc. and 50% by Wood
Gundy Mortgage Corp. CIBC Wood Gundy Securities Inc. is a wholly-owned
subsidiary of The CIBC Wood Gundy Corporation, a Canadian firm owned by The
Canadian Imperial Bank of Commerce.
The Acquisition
On July 22, 1997, CIBC Wood Gundy and Oppenheimer entered into the Stock
Acquisition Agreement, pursuant to which CIBC Wood Gundy will acquire all of the
stock of Oppenheimer Holdings from Oppenheimer Equities. The aggregate purchase
price is $350 million in cash (the "Purchase Price"), of which amount $75
million will be retained by CIBC Wood Gundy to discharge certain indemnification
obligations of Oppenheimer Equities to CIBC Wood Gundy. In addition, the
Purchase Price is subject to certain post-closing adjustments based on the
change in shareholders' equity of Oppenheimer Holdings and its subsidiaries on a
consolidated basis from April 30, 1997 until the closing of the Acquisition.
<PAGE>
7
In addition, a retention pool of up to $175 million will be paid out over a
period of up to three years.
The Acquisition is subject to various conditions being satisfied prior to
closing, including, among other things, the consents of stockholders of the
Funds described in each Proposal and the receipt of requisite regulatory
approvals, including any approvals required by the Federal Reserve Board and the
expiration of the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976. If for any reason the Acquisition is not
consummated, the Existing Advantage Agreements, the Existing BGI Agreement (as
defined below under Proposal 2) and the Existing ILFS Agreement (as defined
below under Proposal 3) will remain in effect in accordance with their terms.
Upon consummation of the Acquisition, Advantage will be an indirect
wholly-owned subsidiary of CIBC Wood Gundy. Therefore, consummation of the
Acquisition will involve a change of control of Advantage, which will constitute
an assignment, and thus cause a termination, of each Existing Advantage
Agreement. In addition, since Advantage is a party to the Existing BGI Agreement
and the Existing ILFS Agreement, the Acquisition will constitute an assignment
of, and thus a termination of, each such agreement. CIBC Wood Gundy has advised
each Fund's Board of Directors that it does not expect any changes, other than
changes in the ordinary course of business, in the senior management team of
Advantage, or in the manner in which Advantage renders services to the Funds.
CIBC Wood Gundy has further advised each Fund's Board of Directors that it
anticipates that the eligibility of Advantage to serve as an investment manager
or co-adviser, as the case may be, will not be affected by the Acquisition, that
Advantage will continue to provide management or co-advisory services with no
material changes in operating conditions, and, in particular, that the
Acquisition will not affect the ability of Advantage to fulfill its obligations
under the New Advantage Agreements.
Section 15(f) of the Investment Company Act
Section 15(f) of the Investment Company Act is available to Oppenheimer in
connection with CIBC Wood Gundy's acquisition of Advantage. Section 15(f)
provides in substance that when a sale of a controlling interest in an
investment adviser occurs, the investment adviser or any of its affiliated
persons may receive any amount or benefit in connection therewith as long as two
conditions are satisfied. First, an "unfair burden" must not be imposed on the
investment company as a result of the transaction relating to the sale of such
interest, or any express or implied terms, conditions or understandings
applicable thereto. The term "unfair burden" (as defined in the Investment
Company Act) includes any arrangement during the two-year period after the
transaction whereby the investment adviser (or predecessor or successor
adviser), or any "interested person" (as defined in the Investment Company Act)
of any such adviser, receives or is entitled to receive any compensation,
directly or indirectly, from the investment company or its security holders
(other than fees for bona fide investment advisory or other services) or from
any person in connection with the purchase or sale of securities or other
property to, from or on behalf of the investment company. Each Fund's Board of
Directors is aware of no circumstances arising from the Acquisition that might
result in an unfair burden being imposed on the Fund. Moreover,
<PAGE>
8
CIBC Wood Gundy has agreed with Oppenheimer that it will use reasonable best
efforts to insure that no unfair burden will be imposed on a Fund by or as a
result of the Acquisition during such two-year period. The second condition of
Section 15(f) is that during the three-year period following the consummation of
a transaction, at least 75% of the investment company's board of directors must
not be "interested persons" of the investment adviser or predecessor adviser. In
connection with satisfaction of such 75% disinterested board requirement, it is
anticipated that Robert A. Blum will resign from the Boards of Directors of The
Asia Tigers Fund, Inc. and The India Fund, Inc. and Frederick M. Bohen will
resign from the Board of Directors of The Mexico Equity and Income Fund, Inc. In
addition, CIBC Wood Gundy has agreed with Oppenheimer that it will use
reasonable best efforts to insure compliance with such requirement during such
three-year period.
Approval of Existing Advantage Agreements
The Board of Directors of The Asia Tigers Fund, Inc., The India Fund, Inc.
and The Mexico Equity and Income Fund, Inc., including a majority of the
directors who are not "interested persons" (as defined in the Investment Company
Act) of such Funds or Advantage, most recently approved their respective
Existing Advantage Agreements on October 22, 1996, January 6, 1997 and June 6,
1997, respectively. The stockholders of The Asia Tigers Fund, Inc. and The India
Fund, Inc. most recently approved the Existing Advantage Agreements on November
17, 1993 and February 10, 1994, respectively, in connection with the initial
organization of such Funds. The stockholders of The Mexico Equity and Income
Fund, Inc. most recently approved the Existing Advantage Agreement on
November 7, 1994.
Pursuant to an investment advisory agreement among Advantage, BGI and The
India Fund, Inc., BGI served as investment adviser to such Fund from its
inception until August 1, 1997, at which time BGI's resignation as investment
adviser to such Fund was effective. As of such date, Advantage took over
responsibility for providing the services previously provided by BGI pursuant to
the Existing Advantage Agreement with such Fund.
Existing and New Advantage Agreements
The Existing Advantage Agreement and the New Advantage Agreement for each
Fund are substantially identical. The following descriptions of the New
Advantage Agreements for The Asia Tigers Fund, Inc., The India Fund, Inc. and
The Mexico Equity and Income Fund, Inc. are qualified in their entirety by
reference to the forms of New Advantage Agreements attached hereto as Exhibit
A-1, Exhibit A-2 and Exhibit A-3, respectively.
Services to be Performed
Pursuant to its New Advantage Agreement with The Asia Tigers Fund, Inc.,
Advantage will continue to supervise the Fund's investment program, including
advising and consulting with BGI regarding the Fund's overall investment
strategy. Advantage also will provide access to economic information, research
and assistance to the Fund.
<PAGE>
9
Pursuant to its New Advantage Agreement with The India Fund, Inc.,
Advantage will continue to supervise the Fund's investment program, including
advising and consulting with the Fund's Board of Directors regarding the Fund's
overall business strategy, make, in consultation with the Fund's Board of
Directors, investment strategy decisions for the Fund and manage the investing
and reinvesting of the Fund's assets. Advantage will also continue to provide
access to research and statistical data to the Fund.
Pursuant to its New Advantage Agreement with The Mexico Equity and Income
Fund, Inc., Advantage will continue to furnish the Fund's adviser, Acci
Worldwide, S.A. de C.V. ("Acci"), and the Fund with advice, research and
economic information, provide investors with certain information concerning the
Fund and the Mexican economy and supervise and coordinate the work of the Fund's
administrator.
Expenses and Advisory Fees
The New Advantage Agreements for The Asia Tigers Fund, Inc. and The India
Fund, Inc. provide that the Fund is responsible for all of its expenses and
liabilities, except that Advantage is responsible for expenses in connection
with maintaining a staff within its organization to furnish the above services
to the Fund and, in the case of The Asia Tigers Fund, Inc., to the investment
adviser.
The New Advantage Agreement for The Mexico Equity and Income Fund, Inc.
provides that Advantage is responsible for the expenses of maintaining office
space and facilities for the Fund, as well as for the expenses of maintaining a
staff within its organization to furnish the above services to the Fund.
For each Fund, the rate used to determine fees payable by the Fund pursuant
to its New Advantage Agreement is identical to the rate in its Existing
Advantage Agreement. Consequently, each Fund will pay Advantage a monthly fee at
a rate under its New Advantage Agreement which is identical to the fee rate for
its Existing Advantage Agreement, which is set forth below under "Management Fee
Information".
Limitation of Liability
Each New Advantage Agreement provides that, in the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard for its
obligations thereunder ("disabling conduct"), Advantage shall not be liable to
the Fund or its stockholders for any act or omission in the course of or in
connection with the rendering of its services thereunder. In addition, the New
Advantage Agreements for The Asia Tigers Fund, Inc. and The India Fund, Inc.
provide that the Fund, under certain circumstances, will indemnify Advantage
against any losses or expenses incurred, including amounts paid in satisfaction
of judgments and reasonable legal costs, not resulting from disabling conduct.
<PAGE>
10
Duration and Termination
Each Fund's New Advantage Agreement will have an initial term of two
years, and thereafter will continue in effect for successive annual periods
provided such continuance is specifically approved at least annually by (i) a
majority of the members of the Fund's Board of Directors who are not parties to
the New Advantage Agreement, and who are not "interested persons" (as defined in
the Investment Company Act) of any such party, and (ii) a majority of the Fund's
Board of Directors or the holders of a "majority of the outstanding voting
securities" (as defined in the Investment Company Act) of the Fund. For each
Fund, its New Advantage Agreement may be terminated, without penalty, on 60
days' notice, by the Fund's Board of Directors, by a vote of the holders of a
"majority of the outstanding voting securities" of the Fund, or by Advantage,
and each New Advantage Agreement will terminate automatically in the event of
its "assignment" (as defined in the Investment Company Act).
Management Fee Information
The following table provides information with respect to the management fee
rate paid to Advantage by each Fund and the approximate net assets of each Fund
as of July 31, 1997.
<TABLE>
<CAPTION>
Investment Advisory or Management Approximate net assets
Fee (as a percentage of as of July 31, 1997
Name of Fund average weekly net assets) (in millions)
- ------------ -------------------------- -------------
<S> <C> <C>
The Asia Tigers Fund, Inc. 1.00% (1) $
The India Fund, Inc. 1.10% (2)
The Mexico Equity and Income Fund, Inc. 0.40%
</TABLE>
- ------------------
(1) Advantage remits a portion of its fee to BGI at an annual rate of 0.50% of
the Fund's average weekly net assets.
(2) Advantage remits a portion of its fee to ILFS at an annual rate of 0.30% of
the Fund's average weekly net assets.
The aggregate amount of investment management or co-advisory fees paid by
each Fund to Advantage for the Fund's most recently completed fiscal year under
its Existing Advantage Agreement was $____ in the case of The Asia Tigers Fund,
Inc., $____ in the case of The India Fund, Inc. and $____ in the case of The
Mexico Equity and Income Fund, Inc. Advantage remitted a certain percentage of
such fees to (i) BGI, pursuant to the Existing BGI Agreement (for a discussion
of such agreement, see Proposal 2) and pursuant to the advisory agreement among
Advantage, BGI and The India Fund, Inc. (which agreement terminated as of August
1, 1997) and (ii) ILFS, pursuant to the Existing ILFS Agreement (for a
discussion of such agreement, see Proposal 3).
Evaluation by the Boards of Directors
At meetings held on August 11, 1997 (with respect to The Mexico Equity and
Income Fund, Inc.) and August 13, 1997 (with respect to The Asia Tigers Fund,
Inc. and The India Fund, Inc.), each Fund's Board of Directors, including the
Board members who are not "interested persons" (as defined in the Investment
Company Act) of the Fund, Advantage, CIBC Wood Gundy or their affiliates,
approved the New Advantage Agreement for such Fund and recommended that
stockholders of the Fund approve such agreement. Each New
<PAGE>
11
Advantage Agreement will become effective on the later of the date the
Acquisition is consummated and the date the stockholders of the relevant Fund
approve such agreement.
In approving the New Advantage Agreement and determining to submit it to
stockholders for their approval, the Board of Directors of each Fund has
determined that continuity and efficiency of advisory services after the
Acquisition can best be assured by approving the New Advantage Agreement on
behalf of the Fund. The Board of Directors of each Fund believes that the New
Advantage Agreement will enable the Fund to obtain high-quality services at
costs which it deems appropriate and reasonable and that approval of the New
Advantage Agreement is in the best interests of the Fund and its stockholders.
In connection with its review of the New Advantage Agreement, each Fund's Board
of Directors requested and reviewed, with the assistance of its own legal
counsel, materials furnished by Advantage and CIBC Wood Gundy. These materials
included written information regarding CIBC Wood Gundy and its personnel,
operations and financial condition.
In approving the New Advantage Agreement, the Board of Directors of each
Fund focused primarily on the nature, quality and scope of the operations and
services to date provided by Advantage to the Fund, which are expected to
continue to be provided after the Acquisition with no change in fees, and the
fact that the Existing Advantage Agreement and the New Advantage Agreement for
such Fund, including the terms relating to the services to be performed
thereunder by Advantage and the expenses and fees payable by the Fund, are
substantially identical. In connection with these primary considerations,
comparisons were made between the New Advantage Agreement and similar
arrangements by other investment companies, particularly with regard to levels
of fees, and the benefits to Advantage of its relationship with each Fund. In
addition, each Fund's Board of Directors considered the commitment of CIBC Wood
Gundy to maintain and enhance the services provided to the Fund by Advantage,
and met with representatives of CIBC Wood Gundy to discuss their current
intentions with respect to Advantage.
In addition to the foregoing primary considerations, each Fund's Board of
Directors considered the likelihood of Advantage's continued financial stability
following consummation of the Acquisition, particularly in light of the overall
experience and reputation of CIBC Wood Gundy and its financial stability, and
whether there are any aspects of the Acquisition likely to affect the ability of
Advantage to retain and attract qualified personnel following consummation. In
connection with these considerations, each Board considered possible
alternatives to approval of the New Advantage Agreement.
Based upon its review of the above factors, the Board of Directors of each
Fund concluded that the New Advantage Agreement is in the best interests of the
Fund and its stockholders.
Certain directors and officers of each Fund may have a substantial interest
in the approval of the New Advantage Agreement for such Fund as a result of
their interests in Advantage or affiliates thereof, as described above under
"Information Concerning Advantage".
<PAGE>
12
Required Vote
As provided by the Investment Company Act, approval of each Fund's New
Advantage Agreement will require the affirmative vote of a "majority of the
outstanding voting securities", which means the affirmative vote of the lesser
of (a) 67% or more of the shares of the Fund entitled to vote thereon present or
represented by proxy at the Meeting, if the holders of more than 50% of the
outstanding shares of the Fund entitled to vote thereon are present or
represented by proxy, or (b) more than 50% of the total outstanding shares of
the Fund entitled to vote thereon.
THE DIRECTORS OF EACH FUND, INCLUDING THE DIRECTORS WHO ARE NOT
"INTERESTED PERSONS" (AS DEFINED IN THE INVESTMENT COMPANY ACT) OF THE
FUND, ADVANTAGE, CIBC WOOD GUNDY OR THEIR AFFILIATES, RECOMMEND THAT THE
STOCKHOLDERS OF THE FUND VOTE IN FAVOR OF THE NEW ADVANTAGE AGREEMENT.
PROPOSAL 2. APPROVAL OF A NEW INVESTMENT ADVISORY
AGREEMENT AMONG ADVANTAGE, BGI AND THE FUND
Stockholders of The Asia Tigers Fund, Inc. will vote on this Proposal.
Introduction
BGI serves as investment adviser to The Asia Tigers Fund, Inc. pursuant to
an investment advisory agreement with Advantage and the Fund dated as of
November 18, 1993 (the "Existing BGI Agreement").
As required by the Investment Company Act, the Existing BGI Agreement
provides for its automatic termination in the event of its "assignment", as
defined in such Act. Since Advantage is a party to the Existing BGI Agreement,
consummation of the Acquisition will constitute an assignment by Advantage of
such agreement. For a discussion of the Acquisition, see "The Acquisition" under
Proposal 1 above. Therefore, in anticipation of the Acquisition, the Board of
Directors of the Fund is proposing that its stockholders approve a new
investment advisory agreement among Advantage, BGI and the Fund (the "New BGI
Agreement"). The New BGI Agreement is substantially identical to its Existing
BGI Agreement. A description of the New BGI Agreement, including the services to
be provided by BGI thereunder, is set forth below. The description is qualified
in its entirety by reference to the form of New BGI Agreement attached hereto as
Exhibit A-4.
Information Concerning BGI
BGI is a corporation organized under the laws of Delaware on May 22, 1990
and a registered investment adviser under the Advisers Act. BGI has served as
investment adviser
<PAGE>
13
to The Asia Tigers Fund, Inc. pursuant to the Existing BGI Agreement since
commencement of the Fund's operations.
BGI is a wholly-owned subsidiary of Barclays de Zoete Wedd US Holdings
Inc., which in turn is an indirect wholly-owned subsidiary of Barclays Bank PLC.
Barclays Bank PLC, is a wholly-owned subsidiary of Barclays PLC. The principal
business address of BGI is Tower 49, 12 East 49th Street, New York, New York
10017.
The names, titles and principal occupations of the current directors and
executive officers of BGI are set forth in the following table. The business
address of each person listed below is Tower 49, 12 East 49th Street, New York,
New York 10017.
Title and
Name Principal Occupation
---- --------------------
Philip Stafford...................... President of BGI and Principal of
Barclays Global Investors Limited
Deborah Ferris....................... U.S. Compliance Officer of BGI and
Compliance Officer of Barclays
Global Investors Inc.
Steven Lombardo...................... Treasurer of BGI and
Treasurer/Financial Officer of Barclays
de Zoete Wedd Securities Inc.
Lindsey Richardson................... Director of BGI
Thomas Bonham Carter................. Director of BGI and Chief Executive
Officer of Barclays Global Investors
International Inc. Hong Kong
Approval of Existing BGI Agreement
The Board of Directors, including a majority of the directors who are not
"interested persons" (as defined in the Investment Company Act) of the Fund,
Advantage or BGI, most recently approved the Existing BGI Agreement on October
22, 1996. The stockholders of the Fund most recently approved the Existing BGI
Agreement on November 17, 1993 in connection with the initial organization of
the Fund.
Existing and New BGI Agreements
The Existing BGI Agreement and the New BGI Agreement for The Asia Tigers
Fund, Inc. are substantially identical. The following description of the New BGI
Agreement for the Fund is qualified in its entirety by reference to the form of
New BGI Agreement attached hereto as Exhibit A-4.
<PAGE>
14
Services to be Performed
Pursuant to the New BGI Agreement, subject to the direction and control of
the Fund and in consultation with Advantage, BGI will continue to make
investment strategy decisions for the Fund, manage the investing and reinvesting
of assets in accordance with the Fund's stated policies, place purchase and sale
orders for the Fund, provide research and data to the Fund and be responsible
for compliance with applicable laws and regulations.
Expenses and Advisory Fees
The New BGI Agreement provides that the Fund is responsible for all of its
expenses and liabilities, except that BGI is responsible for the expenses in
connection with providing facilities and personnel reasonably necessary for the
performance of the services to be provided by it to the Fund.
The rate used to determine fees payable by Advantage to BGI pursuant to the
New BGI Agreement is identical to the rate in the Existing BGI Agreement.
Consequently, BGI will be paid a monthly fee at a rate under the Fund's New BGI
Agreement which is identical to the fee rate for the Existing BGI Agreement,
which is set forth below under "BGI Advisory Fee Information."
Limitation of Liability
The New BGI Agreement provides that in the absence of disabling conduct,
BGI shall not be liable to the BGI Fund or its stockholders for any act or
omission in the course of or in connection with the rendering of its services
thereunder. In addition, the New BGI Agreement provides that the BGI Fund, under
certain circumstances, will indemnify BGI against any losses or expenses
incurred, including amounts paid in satisfaction of judgments and reasonable
legal costs, not resulting from disabling conduct.
Duration and Termination
The New BGI Agreement will have an initial term of two years, and
thereafter will continue in effect for successive annual periods provided such
continuance is specifically approved at least annually by (i) a majority of the
members of the Fund's Board of Directors who are not parties to the New BGI
Agreement, and who are not "interested persons" (as defined in the Investment
Company Act) of any such party, and (ii) a majority of the Fund's Board of
Directors or the holders of a "majority of the outstanding voting securities"
(as defined in the Investment Company Act) of the Fund. The New BGI Agreement
may be terminated, without penalty, on 60 days' notice, by the Board of
Directors, by a vote of the holders of a "majority of the outstanding voting
securities" of the Fund, or by Advantage, and the New BGI Agreement will
terminate automatically in the event of its "assignment" (as defined in the
Investment Company Act).
<PAGE>
15
BGI Advisory Fee Information
Under the Fund's Existing BGI Agreement, BGI is paid by Advantage a monthly
fee at an annual rate of 0.50% of the Fund's average weekly net assets. As of
July 31, 1997, the Fund's net assets were approximately $____. The aggregate
amount of fees paid by Advantage to BGI for the Fund's fiscal year ended October
31, 1996 under the Existing BGI Agreement was $____.
Evaluation by the Boards of Directors
At a meeting held on August 13, 1997, the Board of Directors of The Asia
Tigers Fund, Inc., including the Board members who are not "interested persons"
(as defined in the Investment Company Act) of the Fund, Advantage, CIBC Wood
Gundy, BGI or their affiliates, approved the New BGI Agreement for such Fund and
recommended that stockholders of the Fund approve such agreement. The New BGI
Agreement will become effective on the later of the date the Acquisition is
consummated and the date the stockholders of the Fund approve such agreement.
In approving the New BGI Agreement and determining to submit it to the
stockholders for their approval, the Board of Directors of The Asia Tigers Fund,
Inc. has determined that continuity and efficiency of advisory services after
the Acquisition can best be assured by approving the New BGI Agreement on behalf
of the Fund. The Board believes that the New BGI Agreement is in the best
interests of the Fund and its stockholders.
In connection with its review of the New BGI Agreement, the Board of
Directors of The Asia Tigers Fund, Inc. requested and reviewed, with the
assistance of its own legal counsel, materials furnished by BGI. These materials
included written information regarding BGI and its personnel, operations and
financial condition.
In approving the New BGI Agreement, the Board of Directors of The Asia
Tigers Fund, Inc. focused primarily on the nature, quality and scope of the
services provided to date by BGI to the Fund, and the fact that the Existing BGI
Agreement and the New BGI Agreement, including the terms relating to the
services to be performed thereunder by BGI and the expenses and fees payable to
BGI, are substantially identical. In connection with these primary
considerations, comparisons were made between the New BGI Agreement and similar
arrangements by other investment companies, particularly with regard to levels
of fees, and the benefits to BGI of its relationship with the Fund. In addition,
the Fund's Board of Directors considered the commitment of BGI to maintain and
enhance the services provided to the Fund by it.
In addition to the foregoing primary considerations, the Fund's Board of
Directors considered the likelihood of BGI's continued financial stability and
the fact that the Acquisition will have no impact on BGI, its personnel or the
services it provides to the Fund. In connection with these considerations, the
Fund's Board considered possible alternatives to approval of the New BGI
Agreement.
<PAGE>
16
Based upon its review of the above factors, the Board of Directors of The
Asia Tigers Fund, Inc. concluded that the New BGI Agreement is in the best
interests of the Fund and its stockholders.
Certain directors and officers of The Asia Tigers Fund, Inc. may have a
substantial interest in the approval of the New BGI Agreement for such Fund as a
result of their interests in Advantage or affiliates thereof, as described above
under "Information Concerning Advantage."
Required Vote
As provided by the Investment Company Act, approval of the New BGI
Agreement will require the affirmative vote of a "majority of the outstanding
voting securities" of The Asia Tigers Fund, Inc. For a discussion of the
definition of a "majority of the outstanding voting securities", see "Required
Vote" under Proposal 1 above.
THE DIRECTORS OF EACH FUND, INCLUDING THE DIRECTORS WHO ARE NOT
"INTERESTED PERSONS" (AS DEFINED IN THE INVESTMENT COMPANY ACT) OF THE
FUND, ADVANTAGE, BGI, CIBC WOOD GUNDY OR THEIR AFFILIATES, RECOMMEND THAT
THE STOCKHOLDERS OF THE FUND VOTE IN FAVOR OF THE NEW BGI AGREEMENT.
PROPOSAL 3. APPROVAL OF A NEW COUNTRY ADVISORY AGREEMENT
AMONG ADVANTAGE, ILFS AND THE FUND
Stockholders of The India Fund, Inc. will vote on this Proposal.
Introduction
ILFS serves as country adviser to The India Fund, Inc. pursuant to a
country advisory agreement among Advantage, ILFS and the Fund dated February 14,
1994, as amended as of August 1, 1997 (the "Existing ILFS Agreement").
As required by the Investment Company Act, the Existing ILFS Agreement
provides for its automatic termination in the event of its "assignment", as
defined in such Act. Since Advantage is party to the Existing ILFS Agreement,
consummation of the Acquisition will constitute an assignment by Advantage of
such Agreement. For a discussion of the Acquisition, see "The Acquisition" under
Proposal 1 above. Therefore, in anticipation of the Acquisition, the Board of
Directors of the India Fund, Inc., is proposing that its stockholders approve a
new country advisory agreement among Advantage, ILFS and the Fund (the "New ILFS
Agreement"). The New ILFS Agreement is substantially identical to its Existing
ILFS Agreement. A description of the New ILFS Agreement, including the services
to be provided by ILFS thereunder, is set forth below. The description is
qualified in its entirety by reference to the form of New ILFS Agreement
attached hereto as Exhibit A-5.
<PAGE>
17
Information Concerning ILFS
ILFS, a corporation organized under the laws of India and a registered
investment adviser under the Advisers Act, commenced operations in 1988. ILFS
has served as country adviser to The India Fund, Inc. since commencement of the
Fund's operations. The principal business address of ILFS is Mahindra Towers,
Road No. 13, P.B. Marg, Worli, Mumbai, Maharashtra, India 400 018.
The following table sets forth the percentage holdings in ILFS and
principal business addresses of each of ILFS's principal shareholders.
Principal Business
Shareholder Percentage Holdings Address
----------- ------------------- -------
Unit Trust of India................... 31.04%
ORIX Corporation...................... 20.01
Central Bank of India................. 11.09
Housing Development
Finance Corporation.................. 11.04
The names, titles and principal occupations of the current directors
executive officers of ILFS are set forth in the following table. The business
address of each person listed below is Mahindra Towers, Road No. 13, P.B. Marg,
Worli, Mumbai, Maharashtra, India 400 018.
Title and
Name Principal Occupation
---- --------------------
Deepak S. Parekh................... Chairman of the Board of ILFS and
Chairman, Housing Development Finance
Corporation
Brij Gopal Daga.................... Director of ILFS and Chief General Manager
of Unit Trust of India
Yoshihiko Miyauchi................. Director of ILFS and President, Group Chief
Executive and Member of the Board of
ORIX Corporation
<PAGE>
18
Title and
Name Principal Occupation
---- --------------------
Yoshiaki Ishida................. Director of ILFS and Deputy President of
Orix Corporation
HN Sinor........................ Director of ILFS and Executive Director
of Central Bank of India
Rashad Kaldany.................. Director of ILFS and Senior Manager
(Investment Operations) of International
Finance Corporation
DK Contractor................... Director of ILFS and (Retired) Executive
Directors of Central Bank of India
Keshub Mahindra................. Director of ILFS and Chairman of
Mahindra Group
RC Bhargava..................... Director of ILFS and Managing Director
of Maruti Udyog Limited
NP Singh........................ Director of ILFS and Secretary of the
Ministry of Urban Affairs, Government of
India
Ravi Parthasarathy.............. Vice Chairman and Managing Director of
ILFS
Vimal Bhandari.................. Executive Director of ILFS
Ashok Totlani................... Executive Director -- Infrastructure Director
of ILFS
Arun K. Saha.................... Executive Director -- Finance and Operations
and Company Secretary of ILFS
Gopal Rajagopalan............... Executive Director -- New Initiatives
Director of ILFS
Approval of Existing ILFS Agreement
The Board of Directors, including a majority of the directors who are not
"interested persons" (as defined in the Investment Company Act) of the Fund,
Advantage or ILFS, most recently approved the Fund's Existing ILFS Agreement on
July 1, 1997. The stockholders of the Fund most recently approved the Existing
ILFS Agreement on February 10, 1994 in connection with the initial organization
of the Fund.
<PAGE>
19
Existing and New ILFS Agreements
The Existing ILFS Agreement and the New ILFS Agreement for The India Fund,
Inc. are substantially identical. The following description of the New ILFS
Agreement for such Fund is qualified in its entirety by reference to the form of
New ILFS Agreement attached hereto as Exhibit A-5.
Services to be Performed
Pursuant to the New ILFS Agreement, subject to the direction and control of
the directors of the Fund and in consultation with Advantage, ILFS will continue
to furnish advice and make recommendations regarding the purchase, sale or
holding of particular Indian securities, provide research and data to the Fund
and provide assistance in the implementations and execution of investment
decisions.
Expenses and Advisory Fees
The New ILFS Agreement provides that the Fund is responsible for all of its
expenses and liabilities, except that ILFS is responsible for the expenses in
connection with providing office space, office facilities and personnel
reasonably necessary for performance of the services to be provided by it to the
Fund.
The rate used to determine fees payable by Advantage to ILFS pursuant to
the New ILFS Agreement is identical to the rate in the Existing ILFS Agreement.
Consequently, ILFS will be paid a monthly fee at a rate under the New ILFS
Agreement which is identical to the fee rate for the Existing ILFS Agreement,
which is set forth below under "ILFS Advisory Fee Information".
Limitation of Liability
The New ILFS Agreement provides that in the absence of disabling conduct,
ILFS shall not be liable to the Fund or its stockholders for any act or omission
in the course of or in connection with the rendering of its services thereunder.
In addition, the New ILFS Agreement provides that the Fund, under certain
circumstances, will indemnify ILFS against any losses or expenses incurred,
including amounts paid in satisfaction of judgments and reasonable legal costs,
not resulting from disabling conduct.
Duration and Termination
The New ILFS Agreement will have an initial term of two years, and
thereafter will continue in effect for successive annual periods provided such
continuance is specifically approved at least annually by (i) a majority of the
members of the Fund's Board of Directors who are not parties to the New ILFS
Agreement, and who are not "interested persons" (as defined in the Investment
Company Act) of any such party, and (ii) a majority of the Fund's Board of
Directors or the holders of a "majority of the outstanding voting securities"
(as defined in the Investment Company Act) of the Fund. The New ILFS Agreement
may be
<PAGE>
20
terminated, without penalty, on 60 days' notice, by the Fund's Board of
Directors, by a vote of the holders of a "majority of the outstanding voting
securities" of the Fund, or by Advantage, and the New ILFS Agreement will
terminate automatically in the event of its "assignment" (as defined in the
Investment Company Act).
ILFS Advisory Fee Information
Under the Fund's Existing ILFS Agreement, ILFS is paid by Advantage a
monthly fee at an annual rate of 0.30% of the Fund's average net weekly assets.
As of July 31, 1997, the Fund's net assets were approximately $____. The
aggregate amount of the fees paid by Advantage to ILFS for the Fund's fiscal
year ended December 31, 1996 under the Existing ILFS Agreement, was $____.
Evaluation by the Boards of Directors
At a meeting held on August 13, 1997, the Board of Directors of The India
Fund, Inc., including the Board members who are not "interested persons" (as
defined in the Investment Company Act) of the Fund, Advantage, CIBC Wood Gundy
or ILFS, approved the New ILFS Agreement for such Fund and recommended that the
stockholders of the Fund approve such agreement. The New ILFS Agreement will
become effective on the later of the date the Acquisition is consummated and the
date the stockholders of the Fund approve such agreement.
In approving the New ILFS Agreement and determining to submit it to
stockholders for their approval, the Board of Directors of The India Fund, Inc.
has determined that continuity and efficiency of advisory services after the
Acquisition can best be assured by approving the New ILFS Agreement on behalf of
the Fund. The Board believes that the New ILFS Agreement is in the best
interests of the Fund and its stockholders.
In connection with its review of the New ILFS Agreement, the Board of
Directors of The India Fund, Inc. requested and reviewed, with the assistance of
its own legal counsel, materials furnished by ILFS. These materials included
written information regarding ILFS and its personnel, operations and financial
condition.
In approving the New ILFS Agreement, the Board of Directors of The India
Fund, Inc. focused primarily on the nature, quality and scope of the services
provided to date by ILFS to the Fund and the fact that the Existing ILFS
Agreement and the New ILFS Agreement, including the terms relating to the
services to be performed thereunder by ILFS and the expenses and fees payable to
ILFS, are substantially identical. In connection with these primary
considerations, comparisons were made between the New ILFS Agreement and similar
arrangements by other investment companies, particularly with regard to levels
of fees, and the benefits to ILFS of its relationship with the Fund. In
addition, the Fund's Board of Directors considered the commitment of ILFS to
maintain and enhance the services provided to the Fund by it.
<PAGE>
21
In addition to the foregoing primary considerations, the Fund's Board of
Directors considered the likelihood of ILFS's continued financial stability and
the fact that the Acquisition will have no impact on ILFS, its personnel or the
services it provides to the Fund. In connection with these considerations, the
Fund's Board considered possible alternatives to approval of the New ILFS
Agreement.
Based upon its review of the above factors, the Board of Directors of The
India Fund, Inc. concluded that the New ILFS Agreement is in the best interests
of the Fund and its stockholders.
Certain directors and officers of The India Fund, Inc. may have a
substantial interest in the approval of the New ILFS Agreement for such Fund as
a result of their interests in Advantage or affiliates thereof, as described
above under "Information Concerning Advantage."
Required Vote
As provided by the Investment Company Act, approval of the New ILFS
Agreement will require the affirmative vote of a "majority of the outstanding
voting securities" of The India Fund, Inc. For a discussion of the definition of
a "majority of the outstanding voting securities", see "Required Vote" under
Proposal 1 above.
THE DIRECTORS OF EACH FUND, INCLUDING THE DIRECTORS WHO ARE NOT
"INTERESTED PERSONS" (AS DEFINED IN THE INVESTMENT COMPANY ACT) OF THE
FUND, ADVANTAGE, ILFS, CIBC WOOD GUNDY OR THEIR AFFILIATES, RECOMMEND THAT
THE STOCKHOLDERS OF THE FUND VOTE IN FAVOR OF THE NEW ILFS AGREEMENT.
<PAGE>
22
INFORMATION PERTAINING TO CERTAIN STOCKHOLDERS
The following table provides information regarding the number and
percentage of outstanding shares of common stock of each Fund owned beneficially
by each director and executive officer of such Fund, and all directors and
executive officers of each Fund as a group, in each case as of July 31, 1997.
<TABLE>
<CAPTION>
The Asia Tigers The India The Mexico Equity and
Name Fund, Inc. Name Fund, Inc. Name Income Fund, Inc.
- ---- ---------- ---- ---------- ---- -----------------
<S> <C> <C>
Charles F. Barber Charles F. Barber Frederick M. Bohen
Robert A. Blum Robert A. Blum Carroll W. Brewster
Leslie H. Gelb Leslie H. Gelb Sol Gittleman
Alan H. Rappaport Sir Rene Maingard C.B.E. Alan Rappaport
Jeswald W. Salacuse Alan H. Rappaport Luis Rubio
Dennis E. Feeney Jeswald W. Salacuse Robert A. Blum
Robert I. Kleinberg Gabriel Seeyave Dennis E. Feeney
Dennis E. Feeney
Robert I. Kleinberg
All Directors and All Directors and All Directors and
Executive Officers Executive Officers Executive Officers
(as a group) (as a group) (as a group)
</TABLE>
For each of the Funds, the holdings of no director or executive officer,
nor the directors and executive officers of such Fund as a group, represented
more than 1% of the outstanding shares of such Fund's common stock as of July
31, 1997. [Except as otherwise noted above,] each director and executive officer
has sole voting and investment power with respect to the listed shares.
No person owned of record, or to the knowledge of such Fund owned
beneficially, more than 5% of a Fund's outstanding shares as of August 4, 1997,
except that [__________ held of record ___% of the outstanding shares of common
stock of The Mexico Equity and Income Fund, Inc., and] Cede & Co., as nominee
for the participants in Depository Trust Company, held of record the number and
percentage of shares of common stock set forth in the following table.
Number of Percentage of
Shares of Outstanding Shares
Name of Fund Common Stock of Common Stock
- ------------ ------------ ---------------
The Asia Tigers Fund, Inc.
The India Fund, Inc.
The Mexico Equity and Income Fund, Inc.
<PAGE>
23
ADDITIONAL INFORMATION
OpCo serves as the administrator to each Fund. Multiconsult Ltd.
("Multiconsult") serves as Mauritius administrator to The India Fund, Inc.
Multiconsult's address is Les Jamalacs-Vieux Conseil Street, Port Louis,
Mauritius.
The following table provides information regarding the fee rate paid by
each Fund to OpCo for its administrative services and the aggregate amount of
fees paid by each such Fund to OpCo for the Fund's most recently completed
fiscal year.
Administrative Fee
(as a percentage of
average weekly Fees Paid by
Name of Fund net assets) Fund to OpCo
- ------------ ----------- ------------
The Asia Tigers Fund, Inc.
The India Fund, Inc.
The Mexico Equity and Income Fund, Inc.
OpCo subcontracts certain of the administrative services it is required to
provide to each of the Funds to PFPC Inc., whose address is 103 Bellevue
Parkway, Wilmington, Delaware 19809.
Acciones y Valores de Mexico, S.A. de C.V. ("AVM"), an affiliate of Acci,
sometimes serves as a broker in connection with the sale of securities to or by
The Mexico Equity and Income Fund, Inc. For the Fund's fiscal year ended July
31, 1997, the aggregate amount of commissions paid to AVM was $___________,
which represented __% of the aggregate brokerage commissions paid by the Fund.
OTHER BUSINESS
Each Fund's Board of Directors does not know of any other matter which may
come before the Meeting. If any other matter properly comes before the Meeting,
it is the intention of the persons named in the proxy to vote the shares
represented thereby in accordance with their judgment on that matter.
PROPOSALS TO BE SUBMITTED BY STOCKHOLDERS
Any proposals which stockholders of a Fund plan to submit at the next
annual meeting of such Fund to be held in 1997 or 1998, as the case may be, must
be or have been received by the date set forth in the following table if they
are to be included in the proxy statement and form of proxy relating to such
annual meeting.
Name of Fund Date
- ------------ ----
The Asia Tigers Fund, Inc. September 12, 1997
The India Fund, Inc. November 11, 1997
The Mexico Equity and Income Fund, Inc. May 30, 1997
<PAGE>
24
EXPENSES OF THE MEETING
The expenses of the Meeting of each Fund will be borne by CIBC Wood Gundy
if the closing of the Acquisition occurs, and otherwise by Oppenheimer.
Proxies may be solicited personally by officers of each Fund and by regular
employees of Advantage or its affiliates, or other representatives of each 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 for such out-of-pocket expenses. In
addition, each Fund has retained D.F. King & Co, Inc., a proxy solicitation
firm, to assist in the solicitation of the proxy vote. It is anticipated that
D.F. King & Co., Inc. will be paid for such solicitation services in an amount
not to exceed $1,000 per Fund plus reasonable out-of-pocket expenses. Therefore,
expenses of the Meetings will include costs of (i) preparing, assembling and
mailing material in connection with the solicitation, (ii) soliciting proxies by
officers or employees, personally or by telephone or telegraph, (iii)
reimbursing brokerage houses, banks and other fiduciaries and (iv) compensating
the proxy solicitor.
D.F. King & Co., Inc. may call stockholders to ask if they would be willing
to have their votes recorded by telephone. The telephone voting procedure is
designed to authenticate stockholders' identities, to allow stockholders to
authorize the voting of their shares in accordance with their instructions and
to confirm that their instructions have been recorded properly. Each Fund has
been advised by counsel that these procedures are consistent with the
requirements of applicable law. A stockholder voting by telephone would be asked
for his or her social security number or other identifying information and would
be given an opportunity to authorize proxies to vote his or her shares in
accordance with his or her instructions. To insure that the stockholder's
instructions have been recorded correctly, he or she will receive a confirmation
of such instructions in the mail. The confirmation is a replica of the proxy
card but with marks indicating how the stockholder voted along with a special
toll-free number which will be available in the event the stockholder wishes to
change or revoke the vote. Although a stockholder's vote may be taken by
telephone, each stockholder will receive a copy of this proxy statement and may
vote by mail using the enclosed proxy card. If you have any questions or need
assistance in voting, please contact D.F. King & Co., Inc. at their toll-free
number, 1-800-735-3568.
August __, 1997
<PAGE>
EXHIBIT A-1
FORM OF MANAGEMENT AGREEMENT
Agreement dated and effective as of _______________, 1997 between THE ASIA
TIGERS FUND, INC., a Maryland corporation (herein referred to as the "Fund"),
and Advantage Advisers, Inc., a Delaware corporation (herein referred to as the
"Investment Manager").
1. Appointment of Investment Manager. The Investment Manager hereby
undertakes and agrees, upon the terms and conditions herein set forth, to (i)
supervise the Fund's investment program, including advising and consulting with
the Fund's Board of Directors and Barclays Global Investors International Inc.
(the "Investment Adviser") regarding the Fund's overall investment strategy;
(ii) advise the Fund and the Investment Adviser with respect to all matters
relating to the Fund's use of leveraging techniques; (iii) consult with the
Investment Adviser on a regular basis regarding the Investment Adviser's
decisions concerning the purchase, sale or holding of particular securities;
(iv) provide access on a continuous basis to economic, financial and political
information, research and assistance concerning Asian Countries and, as
appropriate, to assist in the process of Asian Country selection; (v) monitor
the performance of the Fund's outside service providers, including the Fund's
administrator, transfer agent and custodian; and (vi) pay the salaries, fees and
expenses of such of the Fund's officers, directors or employees who are
directors, officers or employees of the Investment Manager or any of its
affiliates, except that the Fund will bear travel expenses or an appropriate
portion thereof of directors and officers of the Fund who are directors,
officers or employees of the Investment Manager. In addition, the Investment
Manager hereby undertakes and agrees to appoint Barclays Global Investors
International Inc. as investment adviser to (a) make, in consultation with the
Investment Manager and the Fund's Board of Directors, investment strategy
decisions for the Fund, (b) manage the investing and reinvesting of the Fund's
assets, (c) place purchase and sale orders on behalf of the Fund, (d) provide
research and statistical data to the Fund in relation to investing and other
matters within the scope of the investment objective and limitations of the Fund
and (e) be responsible for compliance by the Fund with U.S. federal, state and
other applicable laws and regulations. The Investment Adviser shall have
discretion over investment decisions for the Fund.
2. In connection herewith, the Investment Manager agrees to maintain a
staff within its organization to furnish the above services to the Fund and to
the Investment Adviser. The Investment Manager shall bear all expenses arising
out of its duties hereunder.
Except as provided in Section 1 hereof and subparagraph 3(a) of the
Investment Advisory Agreement among the Investment Adviser, the Investment
Manager and, with respect to certain sections, the Fund (the "Advisory
Agreement"), the Fund shall be responsible for all of the Fund's expenses and
liabilities, including organizational and offering expenses (which include
out-of-pocket expenses, but not overhead or employee costs of the Investment
Manager); expenses for legal, accounting and auditing services; taxes and
governmental fees; dues and expenses incurred in connection with membership in
investment company organizations; fees and expenses incurred in connection with
listing the Fund's shares on any stock exchange; costs of printing and
distributing shareholder reports, proxy
<PAGE>
2
materials, prospectuses, stock certificates and distribution of dividends;
charges of the Fund's custodians and sub-custodians, administrators and
sub-administrators, registrars, transfer agents, dividend disbursing agents and
dividend reinvestment plan agents; payment for portfolio pricing services to a
pricing agent, if any; registration and filing fees of the Securities and
Exchange Commission; expenses of registering or qualifying securities of the
Fund for sale in the various states; freight and other charges in connection
with the shipment of the Fund's portfolio securities; fees and expenses of
non-interested directors; travel expenses or an appropriate portion thereof of
directors and officers of the Fund who are directors, officers or employees of
the Investment Manager to the extent that such expenses relate to attendance at
meetings of the Board of Directors or any committee thereof; salaries of
shareholder relations personnel; costs of shareholders meetings; insurance;
interest; brokerage costs; and litigation and other extraordinary or
non-recurring expenses.
3. Remuneration. In consideration of the services to be rendered by the
Investment Manager under this Agreement, the Fund shall pay the Investment
Manager a monthly fee in United States dollars on the fifth business day of each
month for the previous month at an annual rate of 1.00% of the Fund's average
weekly net assets. If the fee payable to the Investment Manager pursuant to this
paragraph 3 begins to accrue before the end of any month or if this Agreement
terminates before the end of any month, the fee for the period from such date to
the end of such month or from the beginning of such month to the date of
termination, as the case may be, shall be prorated according to the proportion
which such period bears to the full month in which such effectiveness or
termination occurs. For purposes of calculating each such monthly fee, the value
of the Fund's net assets shall be computed at the time and in the manner
specified in the Registration Statement. Compensation of the Investment Adviser
for services provided under the Advisory Agreement is the sole responsibility of
the Investment Manager.
4. Representations and Warranties. The Investment Manager represents and
warrants that it is duly registered and authorized as an investment adviser
under the Investment Advisers Act of 1940, as amended, and the Investment
Manager agrees to maintain effective all requisite registrations, authorizations
and licenses, as the case may be, until the termination of this Agreement.
5. Services Not Deemed Exclusive. The services provided hereunder by the
Investment Manager are not to be deemed exclusive and the Investment Manager and
any of its affiliates or related persons are free to render similar services to
others and to use the research developed in connection with this Agreement for
other clients or affiliates. Nothing herein shall be construed as constituting
the Investment Manager an agent of the Investment Adviser or of the Fund.
6. Limit of Liability. The Investment Manager shall exercise its best
judgment in rendering the services in accordance with the terms of this
Agreement. The Investment Manager shall not be liable for any error of judgment
or mistake of law or for any act or omission or any loss suffered by the Fund in
connection with the matters to which this Agreement relates, provided that
nothing herein shall be deemed to protect or purport to protect the Investment
Manager against any liability to the Fund or its shareholders to which
<PAGE>
3
the Investment Manager would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence on its part in the performance of its
duties or from reckless disregard by it of its obligations and duties under this
Agreement ("disabling conduct"). The Fund will indemnify the Investment Manager
against, and hold it harmless from, any and all losses, claims, damages,
liabilities or expenses (including reasonable counsel fees and expenses),
including any amounts paid in satisfaction of judgments, in compromise or as
fines or penalties, not resulting from disabling conduct by the Investment
Manager. Indemnification shall be made only following: (i) a final decision on
the merits by a court or other body before whom the proceeding was brought that
the Investment Manager was not liable by reason of disabling conduct, or (ii) in
the absence of such a decision, a reasonable determination, based upon a review
of the facts, that the Investment Manager was not liable by reason of disabling
conduct by (a) the vote of a majority of a quorum of directors of the Fund who
are neither "interested persons" of the Fund nor parties to the proceeding
("disinterested non-party directors"), or (b) an independent legal counsel in a
written opinion. The Investment Manager shall be entitled to advances from the
Fund for payment of the reasonable expenses incurred by it in connection with
the matter as to which it is seeking indemnification in the manner and to the
fullest extent permissible under law. Prior to any such advance, the Investment
Manager shall provide to the Fund a written affirmation of its good faith belief
that the standard of conduct necessary for indemnification by the Fund has been
met and a written undertaking to repay any such advance if it should ultimately
be determined that the standard of conduct has not been met. In addition, at
least one of the following additional conditions shall be met: (a) the
Investment Manager shall provide a security in form and amount acceptable to the
Fund for its undertaking; (b) the Fund is insured against losses arising by
reason of the advance; or (c) a majority of a quorum of disinterested non-party
directors, or independent legal counsel, in a written opinion, shall have
determined, based on a review of facts readily available to the Fund at the time
the advance is proposed to be made, that there is reason to believe that the
Investment Manager will ultimately be found to be entitled to indemnification.
7. Duration and Termination. This Agreement shall remain in effect until
________________________, 1999 and shall continue in effect thereafter for
successive annual periods, but only so long as such continuance is specifically
approved at least annually by the affirmative vote of (i) a majority of the
members of the Fund's Board of Directors who are not parties to this Agreement
or "interested persons" (as defined in the Investment Company Act of 1940, as
amended (the "1940 Act")) of any such party, cast in person at a meeting called
for the purpose of voting on such approval, and (ii) the Fund's Board of
Directors or the holders of a majority of the outstanding voting securities (as
defined in the 1940 Act) of the Fund.
Notwithstanding the above, this Agreement (a) may nevertheless be
terminated at any time, without penalty, by the Fund's Board of Directors, by
vote of holders of a majority of the outstanding voting securities (as defined
in the 1940 Act) of the Fund or by the Investment Manager, upon 60 days' written
notice delivered to each party hereto, and (b) shall automatically be terminated
in the event of its assignment (as defined in the 1940 Act). Any such notice
shall be deemed given when received by the addressee.
<PAGE>
4
8. Governing Law. This Agreement shall be governed, construed and
interpreted in accordance with the laws of the State of New York, provided,
however, that nothing herein shall be construed as being inconsistent with the
1940 Act.
9. Notices. Any notice hereunder shall be in writing and shall be delivered
in person or by telex or facsimile (followed by delivery in person) to the
parties at the addresses set forth below.
If to the Fund:
The Asia Tigers Fund, Inc.
Oppenheimer Tower
World Financial Center
200 Liberty Street
New York, New York 10281
Tel:
Fax:
Attn:
If to the Investment Manager:
Advantage Advisers, Inc.
Oppenheimer Tower
World Financial Center
200 Liberty Street
New York, New York 10281
Tel:
Fax:
Attn:
with a copy to:
Oppenheimer & Co., Inc.
Oppenheimer Tower
World Financial Center
200 Liberty Street
New York, New York 10281
Tel:
Fax:
Attn:
or to such other address as to which the recipient shall have informed the other
party in writing.
<PAGE>
5
Unless specifically provided elsewhere, notice given as provided above
shall be deemed to have been given, if by personal delivery, on the day of such
delivery, and, if by facsimile and mail, on the date on which such facsimile or
mail is sent.
10. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto caused their duly authorized
signatories to execute this Agreement as of the day and year first written
above.
THE ASIA TIGERS FUND, INC.
By:________________________________
Name:
Title:
ADVANTAGE ADVISERS, INC.
By:________________________________
Name:
Title:
<PAGE>
EXHIBIT A-2
FORM OF MANAGEMENT AGREEMENT
Agreement dated and effective as of ____________, 1997 between THE INDIA
FUND, INC., a Maryland corporation (herein referred to as the "Fund"), and
Advantage Advisers, Inc., a Delaware corporation (herein referred to as the
"Investment Manager").
1. Appointment of Investment Manager. The Investment Manager hereby
undertakes and agrees, upon the terms and conditions herein set forth, to
provide overall investment management services for the Fund, and in connection
therewith to (i) supervise the Fund's investment program, including advising and
consulting with the Fund's Board of Directors regarding the Fund's overall
investment strategy; (ii) make, in consultation with the Fund's Board of
Directors, investment strategy decisions for the Fund; (iii) manage the
investing and reinvesting of the Fund's assets; (iv) place purchase and sale
orders on behalf of the Fund; (v) advise the Fund with respect to all matters
relating to the Fund's use of leveraging techniques; (vi) provide or procure the
provision of research and statistical data to the Fund in relation to investing
and other matters within the scope of the investment objective and limitations
of the Fund; (vii) monitor the performance of the Fund's outside service
providers, including the Fund's administrator, transfer agent and custodian;
(viii) be responsible for compliance by the Fund with U.S Federal, State and
other applicable laws and regulations, and (ix) pay the salaries, fees and
expenses of such of the Fund's directors, officers or employees who are
directors, officers or employees of the Investment Manager or any of its
affiliates, except that the Fund will bear travel expenses or an appropriate
portion thereof of directors and officers of the Fund who are directors,
officers or employees of the Investment Manager, to the extent that such
expenses relate to attendance at meetings of the Board of Directors or any
committees thereof. The Investment Manager may delegate any of the foregoing
responsibilities to a third party with the consent of the Fund.
2. Expenses. In connection herewith, the Investment Manager agrees to
maintain a staff within its organization to furnish the above services to the
Fund. The Investment Manager shall bear all expenses arising out of its duties
hereunder.
Except as provided in Section 1 hereof, the Fund shall be responsible for
all of the Fund's expenses and liabilities, including organizational and
offering expenses (which include out-of-pocket expenses, but not overhead or
employee costs of the Investment Manager); expenses for legal, accounting and
auditing services; taxes and governmental fees; dues and expenses incurred in
connection with membership in investment company organizations; fees and
expenses incurred in connection with listing the Fund's shares on any stock
exchange; costs of printing and distributing shareholder reports, proxy
materials, prospectuses, stock certificates and distribution of dividends;
charges of the Fund's custodians and sub-custodians, administrators and
sub-administrators, registrars, transfer agents, dividend disbursing agents and
dividend reinvestment plan agents; payment for portfolio pricing services to a
pricing agent, if any; registration and filing fees of the Securities and
Exchange Commission; expenses of registering or qualifying securities of the
Fund for sale in the various states; freight and other charges in connection
with the shipment of the Fund's portfolio securities; fees and expenses of
non-interested directors or non-interested members of any advisory or investment
board, committee or panel of the Fund; travel expenses or an
<PAGE>
2
appropriate portion thereof of directors and officers of the Fund, or members of
any advisory or investment board, committee or panel of the Fund, to the extent
that such expenses relate to attendance at meetings of the Board of Directors or
any committee thereof, or of any such advisory or investment board, committee or
panel; salaries of shareholder relations personnel; costs of shareholders
meetings; insurance; interest; brokerage costs; and litigation and other
extraordinary or non-recurring expenses.
3. Transactions with Affiliates. The Investment Manager is authorized on
behalf of the Fund, from time to time when deemed to be in the best interests of
the Fund and to the extent permitted by applicable law, to purchase and/or sell
securities in which the Investment Manager or any of its affiliates underwrites,
deals in and/or makes a market and/or may perform or seek to perform investment
banking services for issuers of such securities. The Investment Manager is
further authorized, to the extent permitted by applicable law, to select brokers
(including Oppenheimer & Co., Inc. or any other brokers affiliated with the
Investment Manager) for the execution of trades for the Fund.
4. Best Execution; Research Services. The Investment Manager is authorized,
for the purchase and sale of the Fund's portfolio securities, to employ such
dealers and brokers as may, in the judgment of the Investment Manager, implement
the policy of the Fund to obtain the best results taking into account such
factors as price, including dealer spread, the size, type and difficulty of the
transaction involved, the firm's general execution and operational facilities
and the firm's risk in positioning the securities involved. Consistent with this
policy, the Investment Manager is authorized to direct the execution of the
Fund's portfolio transactions to dealers and brokers furnishing statistical
information or research deemed by the Investment Manager to be useful or
valuable to the performance of its investment advisory functions for the Fund.
It is understood that in these circumstances, as contemplated by Section 28(e)
of the Securities Exchange Act of 1934, the commissions paid may be higher than
those which the Fund might otherwise have paid to another broker if those
services had not been provided. Information so received will be in addition to
and not in lieu of the services required to be performed by the Investment
Manager. It is understood that the expenses of the Investment Manager will not
necessarily be reduced as a result of the receipt of such information or
research. Research services furnished to the Investment Manager by brokers who
effect securities transactions for the Fund may be used by the Investment
Manager in servicing other investment companies and accounts which it manages.
Similarly, research services furnished to the Investment Manager by brokers who
effect securities transactions for other investment companies and accounts which
the Investment Manager manages may be used by the Investment Manager in
servicing the Fund. It is understood that not all of these research services are
used by the Investment Manager in managing any particular account, including the
Fund.
5. Remuneration. In consideration of the services to be rendered by the
Investment Manager under this Agreement, the Fund shall pay the Investment
Manager a monthly fee in United States dollars on the fifth business day of each
month for the previous month at an annual rate of 1.10% of the Fund's average
weekly net assets. If the fee payable to the Investment Manager pursuant to this
paragraph 5 begins to accrue before the end of any month or if this Agreement
terminates before the end of any month, the fee for the period
<PAGE>
3
from such date to the end of such month or from the beginning of such month to
the date of termination, as the case may be, shall be prorated according to the
proportion which such period bears to the full month in which such effectiveness
or termination occurs. For purposes of calculating each such monthly fee, the
value of the Fund's net assets shall be computed at the time and in the manner
specified in the Registration Statement.
6. Representations and Warranties. The Investment Manager represents and
warrants that it is duly registered and authorized as an investment adviser
under the Investment Advisers Act of 1940, as amended, and the Investment
Manager agrees to maintain effective all requisite registrations, authorizations
and licenses, as the case may be, until the termination of this Agreement.
7. Services Not Deemed Exclusive. The services provided hereunder by the
Investment Manager are not to be deemed exclusive and the Investment Manager and
any of its affiliates or related persons are free to render similar services to
others and to use the research developed in connection with this Agreement for
other clients or affiliates. Nothing herein shall be construed as constituting
the Investment Manager an agent of the Fund.
8. Limit of Liability. The Investment Manager shall exercise its best
judgment in rendering the services in accordance with the terms of this
Agreement. The Investment Manager shall not be liable for any error of judgment
or mistake of law or for any act or omission or any loss suffered by the Fund in
connection with the matters to which this Agreement relates, provided that
nothing herein shall be deemed to protect or purport to protect the Investment
Manager against any liability to the Fund or its shareholders to which the
Investment Manager would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence on its part in the performance of its duties or
from reckless disregard by it of its obligations and duties under this Agreement
("disabling conduct"). The Fund will indemnify the Investment Manager against,
and hold it harmless from, any and all losses, claims, damages, liabilities or
expenses (including reasonable counsel fees and expenses), including any amounts
paid in satisfaction of judgments, in compromise or as fines or penalties, not
resulting from disabling conduct by the Investment Manager. Indemnification
shall be made only following: (i) a final decision on the merits by a court or
other body before whom the proceeding was brought that the Investment Manager
was not liable by reason of disabling conduct, or (ii) in the absence of such a
decision, a reasonable determination, based upon a review of the facts, that the
Investment Manager was not liable by reason of disabling conduct by (a) the vote
of a majority of a quorum of directors of the Fund who are neither "interested
persons" of the Fund nor parties to the proceeding ("disinterested non-party
directors"), or (b) an independent legal counsel in a written opinion. The
Investment Manager shall be entitled to advances from the Fund for payment of
the reasonable expenses (including reasonable counsel fees and expenses)
incurred by it in connection with the matter as to which it is seeking
indemnification in the manner and to the fullest extent permissible under law.
Prior to any such advance, the Investment Manager shall provide to the Fund a
written affirmation of its good faith belief that the standard of conduct
necessary for indemnification by the Fund has been met and a written undertaking
to repay any such advance if it should ultimately be determined that the
standard of conduct has not been met. In addition, at least one of the following
additional conditions shall be met: (a)
<PAGE>
4
the Investment Manager shall provide a security in form and amount acceptable to
the Fund for its undertaking; (b) the Fund is insured against losses arising by
reason of the advance; or (c) a majority of a quorum of disinterested non-party
directors, or independent legal counsel, in a written opinion, shall have
determined, based on a review of facts readily available to the Fund at the time
the advance is proposed to be made, that there is reason to believe that the
Investment Manager will ultimately be found to be entitled to indemnification.
9. Duration and Termination. This Agreement shall remain in effect until
_________________________, 1999 and shall continue in effect thereafter for
successive annual periods, but only so long as such continuance is specifically
approved at least annually by the affirmative vote of (i) a majority of the
members of the Fund's Board of Directors who are not parties to this Agreement
or "interested persons" (as defined in the Investment Company Act of 1940, as
amended ("1940 Act")) of any such party, cast in person at a meeting called for
the purpose of voting on such approval, and (ii) the Fund's Board of Directors
or the holders of a majority of the outstanding voting securities (as defined in
the 1940 Act) of the Fund.
Notwithstanding the above, this Agreement (a) may nevertheless be
terminated at any time, without penalty, by the Fund's Board of Directors, by
vote of holders of a majority of the outstanding voting securities (as defined
in the 1940 Act) of the Fund or by the Investment Manager, upon 60 days' written
notice delivered to each party hereto, and (b) shall automatically be terminated
in the event of its assignment (as defined in the 1940 Act). Any such notice
shall be deemed given when received by the addressee.
10. Governing Law. This Agreement shall be governed, construed and
interpreted in accordance with the laws of the State of New York, provided,
however, that nothing herein shall be construed as being inconsistent with the
1940 Act.
11. Notices. Any notice hereunder shall be in writing and shall be
delivered in person or by telex or facsimile (followed by delivery in person) to
the parties at the addresses set forth below.
If to the Fund:
The India Fund, Inc.
Oppenheimer Tower
World Financial Center
200 Liberty Street
New York, New York 10281
Tel:
Fax:
Attn:
<PAGE>
5
If to the Investment Manager:
Advantage Advisers, Inc.
Oppenheimer Tower
World Financial Center
200 Liberty Street
New York, New York 10281
Tel:
Fax:
Attn:
with a copy to:
Oppenheimer & Co., Inc.
Oppenheimer Tower
World Financial Center
200 Liberty Street
New York, New York 10281
Tel:
Fax:
Attn:
or to such other address as to which the recipient shall have informed the other
party in writing.
Unless specifically provided elsewhere, notice given as provided above
shall be deemed to have been given, if by personal delivery, on the day of such
delivery, and, if by facsimile and mail, on the date on which such facsimile or
mail is sent.
12. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
<PAGE>
6
IN WITNESS WHEREOF, the parties hereto caused their duly authorized
signatories to execute this Agreement as of the day and year first written
above.
THE INDIA FUND, INC.
By:________________________________
Name:
Title:
ADVANTAGE ADVISERS, INC.
By:________________________________
Name:
Title:
<PAGE>
EXHIBIT A-3
FORM OF U.S. CO-ADVISORY AGREEMENT
Agreement dated and effective as of ______________, 1997, between THE
MEXICO EQUITY AND INCOME FUND, INC., a Maryland corporation (herein referred to
as the "Fund") and Advantage Advisers, Inc., a Delaware corporation (herein
referred to as the "U.S. Co-Adviser").
1. Appointment of U.S. Co-Adviser. The U.S. Co-Adviser hereby undertakes
and agrees, upon the terms and conditions herein set forth, (i) to furnish to
the Fund's Mexican Adviser, Acci Worldwide, S.A. de C.V. (hereinafter the
"Mexican Adviser") and the Fund such investment advice, research and assistance
as the Mexican Adviser and the Fund shall from time to time reasonably request;
(ii) to furnish to the Mexican Adviser and the Fund international economic
information and analysis with particular emphasis on macroeconomic issues within
the international economic community, particularly issues relating to Mexico and
North America; (iii) to consult with the Mexican Adviser and the Fund with
respect to emerging trends and developments in the international community with
particular emphasis on opportunities for Mexican entities both domestically and
internationally; (iv) to monitor the shares of the Fund with the shares of other
closed-end investment companies selected for such comparison jointly by the
Fund, the U.S. Co-Adviser and the Mexican Adviser, with respect to market price,
net asset value, distributions and other market indices and performance
indicators selected jointly by the Fund, the U.S. Co-Adviser and the Mexican
Adviser and to monitor the effect of issuer tender offers and share repurchase
programs; (v) to evaluate the trading pattern in the Fund's shares, the
potential causes of any discount from, or premium over, net asset value per
share and actions which might be taken with respect to any such variations from
net asset value; (vi) to furnish investment advice regarding global and U.S.
(including governmental and private issuers) debt securities, particularly with
respect to the period of initial investment of the Fund's assets in Mexican
securities as contemplated in the Fund's Prospectus, the investment of the
Fund's assets during defensive periods and the investment of the Fund's assets
held pending distributions to the Fund's shareholders or payment of the Fund's
expenses or pending reinvestment of the Fund's assets in securities; (vii) to
provide investors with information with respect to the Mexican economy and
securities market, the asset value of the Fund's portfolio and the general
composition of such portfolio and other asset management issues, including by
making available to investors, at the U.S. Co-Adviser's expense, a toll free
telephone number which may be used to access such information; (viii) to
supervise and coordinate the work of the Fund's Administrator with respect to
regulatory filings and the overall administration of the Fund in the United
States; (ix) to furnish, without undue expense to the U.S. Co-Adviser, for the
use of the Fund such office space and facilities as the Fund may require for its
reasonable needs in New York and to furnish, at the expense of the U.S.
Co-Adviser, clerical services in New York related to research, statistical and
investment work for the benefit of the Fund; and (x) to pay the salaries, fees
and expenses of such of the Fund's officers, directors or employees (including,
where applicable, the Fund's share of payroll taxes) as are directors, officers,
or employees of the U.S. Co-Advisor or any of its affiliates; provided, however,
that the Fund, and not the U.S. Co-Adviser, shall pay travel
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2
expenses or an appropriate fraction thereof of directors and officers of the
Fund who are directors, officers or employees of the U.S. Co-Adviser or any of
its affiliates to the extent that such expenses relate to attendance at meetings
of the Fund's Board of Directors or any committee thereof.
In connection herewith, the U.S. Co-Adviser agrees to maintain a staff
within its organization to furnish the above services to the Fund and to the
Mexican Adviser. The U.S. Co-Adviser shall bear all expenses arising out of its
duties hereunder.
2. Relationship with Mexican Co-Adviser. In connection with the rendering
of the services required under Section 1, the Fund has entered into an agreement
dated the date hereof with the Mexican Adviser, which is to furnish certain
services to the Fund pursuant to such agreement. Furthermore, it is agreed and
acknowledged that the U.S. Co-Adviser will participate in the process of
negotiating and structuring the Fund's acquisitions of convertible debt
securities directly from Mexican companies and will make all investment
decisions regarding these acquisitions jointly with the Mexican Adviser.
Pursuant to the Agreement entered into by the Fund and the Mexican Adviser, all
decisions to acquire these convertible debt securities will require the
concurrence of both the Mexican Adviser and U.S. Co-Adviser, and neither one
will be able to proceed with a proposed acquisition without the agreement of the
other. In the case of other securities transactions, the U.S. Co-Adviser will
provide advice and consultation to the Mexican Adviser regarding the Fund's
overall investment strategy and the Mexican Adviser's individual decisions to
buy, sell or hold particular securities.
3. Remuneration. The Fund agrees to pay in U.S. dollars to the U.S.
Co-Adviser, as full compensation for the services to be rendered and expenses to
be borne by the U.S. Co-Adviser hereunder, a monthly fee at an annual rate equal
to 0.40% of the value of the Fund's average monthly net assets. For purposes of
computing the fee, the average monthly net assets of the Fund are determined at
the end of each month on the basis of the average net assets of the Fund for
each week during the month. The assets for each weekly period are determined by
averaging the net assets at the last business day of a week with the net assets
at the last business day of the prior week. The value of the net assets of the
Fund shall be determined pursuant to the applicable provisions of the Investment
Company Act of 1940, as amended (the "1940 Act"), and the directions of the
Fund's Board of Directors. Such fee shall be computed beginning on the date on
which the Fund receives the net proceeds of the sale of its shares of common
stock in the initial public offering thereof (the "Effective Date") until the
termination, for whatever reason, of this Agreement. The fee for the period from
the end of the last month ending prior to termination of this Agreement to the
date of termination and the fee for the period from the Effective Date through
the end of the month during which the Effective Date occurs shall be prorated
according to the proportion which such period bears to the full monthly period.
Except as provided below, each payment of a monthly fee of the U.S. Co-Adviser
shall be made within ten days of the first day of each month following the day
as of which such payment is computed. Upon the termination of this Agreement
before the end of any month, such fee shall be payable on the date of
termination of this Agreement.
<PAGE>
3
4. Representations and Warranties. The U.S. Co-Adviser represents and
warrants that it is duly registered end authorized as an investment adviser
under the United States Investment Advisers Act of 1940, an amended, and the
U.S. Co-Adviser agrees to maintain effective all requisite registrations,
authorizations and licenses, as the case may be, until the termination of this
Agreement.
5. Services Not Deemed Exclusive. The services provided hereunder by the
U.S. Co-Adviser are not to be deemed exclusive and the U.S. Co-Adviser and any
of its affiliates or related persons are free to render similar services to
others and to use the research developed in connection with this Agreement for
other clients or affiliates. Nothing herein shall be construed as constituting
the U.S. Co-Adviser an agent of the Mexican Adviser or of the Fund.
6. Limit of Liability. The U.S. Co-Adviser may rely on information
reasonably believed by it to be accurate and reliable. Neither the U.S.
Co-Adviser nor its officers, directors, employees, agents or any controlling
persons as defined in the 1940 Act shall be subject to any liability for any act
or omission, error of judgment or mistake of law, or for any loss suffered by
the Fund in the course of, connected with or arising out of any services to be
rendered hereunder except by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of reckless disregard
on the part of the U.S. Co-Adviser of its obligations and duties under this
Agreement. Any person, even though also employed by the U.S. Co-Adviser, who may
be or become an employee of the Fund shall be deemed, when acting within the
scope of his employment by the Fund, to be acting in such employment solely for
the Fund and not as an employee or agent of the U.S. Co-Adviser.
7. Duration and Termination. This Agreement shall remain in effect for a
period of two years from the date hereof and shall continue in effect
thereafter, but only so long as such continuance is specifically approved at
least annually by the affirmative vote of (i) a majority of the members of the
Fund's Board of Directors who are not interested persons of the Fund or the U.S.
Co-Adviser, cast in person at a meeting called for the purpose of voting on such
approval, and (ii) a majority of the Fund's Board of Directors or the holders of
a majority of the outstanding voting securities of the Fund.
Notwithstanding the above, this Agreement (a) may nevertheless be
terminated at any time, without penalty, by the Fund's Board of Directors, by
vote of holders of a majority of the outstanding voting securities of the Fund
or by the U.S. Co-Adviser, upon 60 days' written notice delivered to each party
hereto, and (b) shall automatically be terminated in the event of its
assignment, provided, however, that a transaction which does not, in accordance
with the 1940 Act, result in a change of actual control or management of the
U.S. Co-Adviser shall not be deemed to be an assignment for purposes of this
Agreement. Any such notice shall be deemed given when received by the addressee.
8. Non-Assignment and Amendment. This Agreement shall not be transferred,
assigned, sold or in any manner hypothecated or pledged by any party hereto
other than as permitted pursuant to Section 7. It may be amended by mutual
agreement, but only after
<PAGE>
4
authorization of such amendment by the affirmative vote of (i) the holders of a
majority of the outstanding voting securities of the Fund; and (ii) a majority
of the members of the Fund's Board of Directors who are not interested persons
of the Fund or the U.S. Co-Adviser or of any entity regularly furnishing
investment advisory services with respect to the Fund pursuant to any agreement
with the U.S. Co-Adviser, cast in person at a meeting called for the purpose of
voting on such approval.
9. Governing Law. This Agreement shall be governed, construed and
interpreted in accordance with the laws of the State of New York, provided,
however, that nothing herein shall be construed as being inconsistent with the
1940 Act. As used herein the terms "interested person", "assignment" and "vote
of a majority of the outstanding voting securities" shall have the meanings set
forth in the 1940 Act.
10. Notices. Any notice hereunder shall be in writing and shall be
delivered in person or by telex or facsimile (followed by delivery in person) to
the parties at the addresses set forth below.
If to the Fund:
The Mexico Equity and Income Fund, Inc.
200 Liberty Street
New York, New York 10281
Tel: (212) 667-5000
Fax: (212) 667-6047
Attn: President
If to the U.S. Co-Adviser:
Advantage Advisers, Inc.
200 Liberty Street
New York, New York 10281
Tel: (212) 667-5000
Fax: (212) 667-5851
Attn: President
or to such other address as to which the recipient shall have informed the other
parties in writing.
Unless specifically provided elsewhere, notice given as provided above
shall be deemed to have been given, if by personal delivery, on the day of such
delivery, and, if by telex or facsimile and mail, on the date on which such
telex or facsimile is sent.
11. Consent to Jurisdiction. Each party hereto irrevocably agrees that any
suit, action or proceeding against the U.S. Co-Adviser or the Fund arising out
of or relating to this Agreement shall be subject exclusively to the
jurisdiction of the United States District Court for the Southern District of
New York and the Supreme Court of the State of New York, New
<PAGE>
5
York County, and each party hereto irrevocably submits to the jurisdiction of
each such court in connection with any such suit, action or proceeding. Each
party hereto waives any objection to the laying of venue of any such suit,
action or proceeding in either such court, and waives any claim that such suit,
action or proceeding has been brought in an inconvenient forum. Each party
hereto irrevocably consents to service of process in connection with any such
suit, action or proceeding by mailing a copy thereof by registered or certified
mail, postage prepaid, to their respective addresses as set forth in this
Agreement.
12. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto caused their duly authorized
signatories to execute this Agreement as of the day and year first written
above.
THE MEXICO EQUITY AND INCOME
FUND, INC.
By:________________________________
Name:
Title:
ADVANTAGE ADVISERS, INC.
By:________________________________
Name:
Title:
<PAGE>
EXHIBIT A-4
FORM OF INVESTMENT ADVISORY AGREEMENT
Advantage Advisers, Inc.
One World Financial Center
New York, New York 10281
, 1997
Barclays Global Investors
International Inc.
Tower 49
12 E. 49th Street
New York, New York 10017
Dear Sirs:
This will confirm the agreement among the undersigned (the "Investment
Manager"), you (the "Investment Adviser") and the Fund (but only with respect to
paragraph 2, subparagraph 3(b) and paragraphs 6, 7, 10 and 11 of this agreement)
as follows:
1. The Investment Manager has been employed by The India Fund, Inc. (the
"Fund") pursuant to a management agreement dated as of _____________, 1997
between the Fund and the Investment Manager (the "Management Agreement"). The
Fund is a closed-end, non-diversified management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"). The Fund
engages in the business of investing and reinvesting its assets in the manner
and in accordance with the investment objective and limitations specified in the
Fund's Articles of Incorporation, as amended from time to time (the "Articles"),
in the Registration Statement on Form N-2, as in effect from time to time (the
"Registration Statement"), filed with the Securities and Exchange Commission
(the "SEC") by the Fund under the 1940 Act and the Securities Act of 1933, as
amended, and in such manner and to such extent as may from time to time be
authorized by the Board of Directors of the Fund. Copies of the documents
referred to in the preceding sentence have been furnished to the Investment
Adviser. Any amendments to these documents shall be furnished to the Investment
Adviser.
2. The Investment Manager employs the Investment Adviser, subject to the
direction and control of the directors of the Fund, including without limitation
any approval of the directors of the Fund required by the 1940 Act, to (a) make,
in consultation with the Investment Manager and the Fund's Board of Directors,
investment strategy decisions for the
<PAGE>
2
Fund, (b) manage the investing and reinvesting of the Fund's assets as specified
in paragraph 1, (c) initiate purchase and sale orders on behalf of the Fund, (d)
provide or procure the provision of research and statistical data to the Fund in
relation to investing and other matters within the scope of the investment
objective and limitations of the Fund and (e) be responsible for compliance by
the Fund with U.S. federal, state and other applicable laws and regulations and
(f) pay the salaries, fees and expenses of such of the Fund's directors,
officers or employees who are directors, officers or employees of the Investment
Adviser or any of its affiliates, except that the Fund will bear travel expenses
or an appropriate portion thereof of directors and officers of the Fund who are
directors, officers or employees of the Investment Adviser to the extent that
such expenses relate to attendance at meetings of the Board of Directors or any
committees thereof.
3. (a) The Investment Adviser shall, at its expense, provide the Fund with
office space, office facilities and personnel reasonably necessary for
performance of the services to be provided by the Investment Adviser pursuant to
this Agreement.
(b) Except as provided in subparagraph 3(a) hereof and Section 1 of the
Management Agreement, the Fund shall be responsible for all of the Fund's
expenses and liabilities, including organizational and offering expenses (which
include out-of-pocket expenses, but not overhead or employee costs of the
Investment Adviser); expenses for legal, accounting and auditing services; taxes
and governmental fees; dues and expenses incurred in connection with membership
in investment company organizations; fees and expenses incurred in connection
with listing the Fund's shares on any stock exchange; costs of printing and
distributing shareholder reports, proxy materials, prospectuses, stock
certificates and distribution of dividends; charges of the Fund's custodians and
sub-custodians, administrators and sub-administrators, registrars, transfer
agents, dividend disbursing agents and dividend reinvestment plan agents;
payment for portfolio pricing services to a pricing agent, if any; registration
and filing fees of the Securities and Exchange Commission; expenses of
registering or qualifying securities of the Fund for sale in the various states;
freight and other charges in connection with the shipment of the Fund's
portfolio securities; fees and expenses of non-interested directors; travel
expenses or an appropriate portion thereof of directors and officers of the
Fund, or members of any advisory or investment board or committee of the Fund,
to the extent that such expenses relate to attendance at meetings of the Board
of Directors or any committee thereof, or of any such advisory or investment
board or committee of the Fund; salaries of shareholder relations personnel;
costs of shareholders meetings; insurance; interest; brokerage costs; and
litigation and other extraordinary or non-recurring expenses.
4. The Investment Adviser shall have discretion over investment decisions
for the Fund and shall make investments for the Fund's account in accordance
with the investment objective and limitations set forth in the Articles, the
Registration Statement, the 1940 Act, the provisions of the Internal Revenue
Code of 1986, as amended relating to regulated investment companies, and policy
decisions adopted by the Fund's Board of Directors or the Investment Manager
from time to time. The Investment Adviser shall advise the Fund's officers and
Board of Directors, and the Investment Manager, at such times as the Fund's
Board of Directors or the Investment Manager may specify, of investments made
for
<PAGE>
3
the Fund's account and shall, when requested by the Fund's officers or Board of
Directors or the Investment Manager, supply the reasons for making such
investments.
5. The Investment Adviser may contract with or consult with such banks,
other securities firms, brokers or other parties, without additional expense to
the Fund, as it may deem appropriate regarding investment advice, research and
statistical data or otherwise.
6. The Investment Adviser is authorized on behalf of the Fund, from time to
time when deemed to be in the best interests of the Fund and to the extent
permitted by applicable law, to purchase and/or sell securities in which the
Investment Adviser or the Investment Manager or any of their affiliates
underwrites, deals in and/or makes a market and/or may perform or seek to
perform investment banking services for issuers of such securities. The
Investment Adviser is further authorized, to the extent permitted by applicable
law, to select brokers (including BZW Securities Inc., Oppenheimer & Co., Inc.
or any other brokers affiliated with the Investment Adviser or the Investment
Manager) for the execution of trades for the Fund.
7. The Investment Adviser is authorized, for the purchase and sale of the
Fund's portfolio securities, to employ such dealers and brokers as may, in the
judgment of the Investment Adviser, implement the policy of the Fund to obtain
the best results taking into account such factors as price, including dealer
spread, the size, type and difficulty of the transaction involved, the firm's
general execution and operational facilities and the firm's risk in positioning
the securities involved. Consistent with this policy, the Investment Adviser is
authorized to direct the execution of the Fund's portfolio transactions to
dealers and brokers furnishing statistical information or research deemed by the
Investment Adviser to be useful or valuable to the performance of its investment
advisory functions for the Fund. It is understood that in these circumstances,
as contemplated by Section 28(e) of the Securities Exchange Act of 1934, the
commissions paid may be higher than those which the Fund might otherwise have
paid to another broker if those services had not been provided. Information so
received will be in addition to and not in lieu of the services required to be
performed by the Investment Adviser. It is understood that the expenses of the
Investment Adviser will not necessarily be reduced as a result of the receipt of
such information or research. Research services furnished to the Investment
Adviser by brokers who effect securities transactions for the Fund may be used
by the Investment Adviser in servicing other investment companies and accounts
which it manages. Similarly, research services furnished to the Investment
Adviser by brokers who effect securities transactions for other investment
companies and accounts which the Investment Adviser manages may be used by the
Investment Adviser in servicing the Fund. It is understood that not all of these
research services are used by the Investment Adviser in managing any particular
account, including the Fund.
8. In consideration of the services to be rendered by the Investment
Adviser under this agreement, the Investment Manager shall pay the Investment
Adviser a monthly fee in United States dollars on the fifth business day of each
month for the previous month at an annual rate of 0.30% of the Fund's average
weekly net assets. If the fee payable to the Investment Adviser pursuant to this
paragraph 8 begins to accrue before the end of any month or if this agreement
terminates before the end of any month, the fee for the period
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4
from such date to the end of such month or from the beginning of such month to
the date of termination, as the case may be, shall be prorated according to the
proportion which such period bears to the full month in which such effectiveness
or termination occurs. For purposes of calculating each such monthly fee, the
value of the Fund's net assets shall be computed at the time and in the manner
specified in the Registration Statement.
9. The Investment Adviser represents and warrants that it is duly
registered and authorized as an investment adviser under the Investment Advisers
Act of 1940, as amended, and the Investment Adviser agrees to maintain effective
all requisite registrations, authorizations and licenses, as the case may be,
until termination of this Agreement.
10. The Investment Adviser shall exercise its best judgment in rendering
the services in accordance with the terms of this agreement. The Investment
Adviser shall not be liable for any error of judgment or mistake of law or for
any act or omission or any loss suffered by the Fund in connection with the
matters to which this agreement relates, provided that nothing herein shall be
deemed to protect or purport to protect the Investment Adviser against any
liability to the Fund or its shareholders to which the Investment Adviser would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or from reckless
disregard by it of its obligations and duties under this agreement ("disabling
conduct"). The Fund will indemnify the Investment Adviser against, and hold it
harmless from, any and all losses, claims, damages, liabilities or expenses
(including reasonable counsel fees and expenses), including any amounts paid in
satisfaction of judgments, in compromise or as fines or penalties, not resulting
from disabling conduct by the Investment Adviser. Indemnification shall be made
only following: (i) a final decision on the merits by a court or other body
before whom the proceeding was brought that the Investment Adviser was not
liable by reason of disabling conduct, or (ii) in the absence of such a
decision, a reasonable determination, based upon a review of the facts, that the
Investment Adviser was not liable by reason of disabling conduct by (a) the vote
of a majority of a quorum of directors of the Fund who are neither "interested
persons" of the Fund (as defined in the 1940 Act) nor parties to the proceeding
("disinterested non-party directors"), or (b) an independent legal counsel in a
written opinion. The Investment Adviser shall be entitled to advances from the
Fund for payment of the reasonable expenses (including reasonable counsel fees
and expenses) incurred by it in connection with the matter as to which it is
seeking indemnification in the manner and to the fullest extent permissible
under law. The Investment Adviser shall provide to the Fund a written
affirmation of its good faith belief that the standard of conduct necessary for
indemnification by the Fund has been met and a written undertaking to repay any
such advance if it should ultimately be determined that the standard of conduct
has not been met. In addition, at least one of the following additional
conditions shall be met: (a) the Investment Adviser shall provide security in
form and amount acceptable to the Fund for its undertaking; (b) the Fund is
insured against losses arising by reason of the advance; or (c) a majority of a
quorum of disinterested non-party directors, or independent legal counsel, in a
written opinion, shall have determined, based on a review of facts readily
available to the Fund at the time the advance is proposed to be made, that there
is reason to believe that the Investment Adviser will ultimately be found to be
entitled to indemnification.
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5
11. This agreement shall continue in effect until _________, 1999 and shall
continue in effect and thereafter for successive annual periods, provided that
such continuance is specifically approved at least annually (a) by the vote of a
majority of the Fund's outstanding voting securities (as defined in the 1940
Act) or by the Fund's Board of Directors and (b) by the vote, cast in person at
a meeting called for the purpose, of a majority of the Fund's directors who are
not parties to this agreement or "interested persons" (as defined in the 1940
Act) of any such party. Notwithstanding the above, this Agreement (a) may
nevertheless be terminated at any time, without penalty, by the Fund's Board of
Directors, by vote of holders of a majority of the outstanding voting securities
(as defined in the 1940 Act) of the Fund or by the Investment Manager, upon 60
days' written notice delivered to each party hereto, and (b) shall automatically
be terminated in the event of its assignment (as defined in the 1940 Act). Any
such notice shall be deemed given when received by the addressee.
12. Nothing herein shall be deemed to limit or restrict the right of the
Investment Adviser, or any affiliate of the Investment Adviser, or any employee
of the Investment Adviser, to engage in any other business or to devote time and
attention to the management or other aspects of any other business, whether of a
similar or dissimilar nature, or to render services of any kind to any other
corporation, firm, individual or association. Nothing herein shall be construed
as constituting the Investment Adviser an agent of the Investment Manager or the
Fund.
13. This Agreement shall be governed by the laws of the State of New York;
provided, however, that nothing herein shall be construed as being inconsistent
with the 1940 Act.
14. Notices. Any notice hereunder shall be in writing and shall be
delivered in person or by telex or facsimile (followed by delivery in person) to
the parties at the addresses set forth below.
If to the Investment Adviser:
Barclays Global Investors International Inc.
Tower 49
12 E. 49th Street
New York, New York 10017
Tel:
Fax:
Attn:
If to the Investment Manager:
Advantage Advisers, Inc.
Oppenheimer Tower
One World Financial Center
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6
New York, New York 10281
Tel:
Fax:
Attn:
with a copy to:
Oppenheimer & Co., Inc.
Oppenheimer Tower
One World Financial Center
New York, New York 10281
Tel:
Fax:
Attn:
or to such other address as to which the recipient shall have informed the other
party in writing.
Unless specifically provided elsewhere, notice given as provided above
shall be deemed to have been given, if by personal delivery, on the day of such
delivery, and, if by facsimile and mail, on the date on which such facsimile is
sent or mailed.
15. Counterparts. This agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
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7
If the foregoing correctly sets forth the agreement between the Investment
Manager and the Investment Adviser, please so indicate by signing and returning
to the Investment Manager the enclosed copy hereof.
Very truly yours,
ADVANTAGE ADVISERS, INC.
By:________________________
Name:
Title:
ACCEPTED:
BARCLAYS GLOBAL INVESTORS
INTERNATIONAL INC.
By:___________________________
Name:
Title:
The India Fund, Inc. hereby
acknowledges and agrees to the
provisions of paragraph 2, subparagraph
3(b) and paragraphs 6, 7, 10 and
11 of this agreement.
THE INDIA FUND, INC.
By:___________________________
Name:
Title:
<PAGE>
EXHIBIT A-5
FORM OF COUNTRY ADVISORY AGREEMENT
Advantage Advisers, Inc.
One World Financial Center
New York, New York 10281
, 1997
Infrastructure Leasing & Financial
Services Limited
ITTS House
5th Floor
28, K Dubhash Marg.
Mumbai, India 400 023
Dear Sirs:
This will confirm the agreement among the undersigned (the "Investment
Manager"), you (the "Country Adviser") and the Fund (but only with respect to
paragraph 2, subparagraph 3(b) and paragraphs 7 and 8 of this agreement) as
follows:
1. The Investment Manager has been employed by The India Fund, Inc. (the
"Fund") pursuant to a management agreement dated as of __________, 1997 between
the Fund and the Investment Manager (the "Management Agreement"). The Fund is a
closed-end, non-diversified management investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"). The Fund engages in
the business of investing and reinvesting its assets in the manner and in
accordance with the investment objective and limitations specified in the Fund's
Articles of Incorporation, as amended from time to time (the "Articles"), in the
Registration Statement on Form N-2, as in effect from time to time (the
"Registration Statement"), filed with the Securities and Exchange Commission
(the "SEC") by the Fund under the 1940 Act and the Securities Act of 1933, as
amended, and in such manner and to such extent as may from time to time be
authorized by the Board of Directors of the Fund. Copies of the documents
referred to in the preceding sentence have been furnished to the Country
Adviser. Any amendments to these documents shall be furnished to the Country
Adviser.
2. Subject to the approval by the Fund, the Investment Manager engages the
Country Adviser on an independent contractor relationship basis, to (a) furnish
advice and make recommendations regarding the purchase, sale or holding of
particular Indian securities,
<PAGE>
2
(b) provide or procure research and statistical data in relation to investing
and other matters within the scope of the investment objective and limitations
of the Fund and (c) provide assistance in the implementation and execution of
investment decisions.
3. (a) The Country Adviser shall, at its expense, provide office space,
office facilities and personnel reasonably necessary for performance by it of
the services to be provided by the Country Adviser pursuant to this Agreement.
(b) Except as provided in subparagraph 3(a) hereof and Section 1 of the
Management Agreement, the Fund shall be responsible for all of the Fund's
expenses and liabilities, including organizational and offering expenses (which
include out-of-pocket expenses, but not overhead or employee costs of the
Country Adviser); expenses for legal, accounting and auditing services; taxes
and governmental fees; dues and expenses incurred in connection with membership
in investment company organizations; fees and expenses incurred in connection
with listing the Fund's shares on any stock exchange; costs of printing and
distributing shareholder reports, proxy materials, prospectuses, stock
certificates and distribution of dividends; charges of the Fund's custodians and
sub-custodians, administrators and sub-administrators, registrars, transfer
agents, dividend disbursing agents and dividend reinvestment plan agents;
payment for portfolio pricing services to a pricing agent, if any; registration
and filing fees of the Securities and Exchange Commission; expenses of
registering or qualifying securities of the Fund for sale in the various states;
freight and other charges in connection with the shipment of the Fund's
portfolio securities; fees and expenses of non-interested directors; travel
expenses or an appropriate portion thereof of directors and officers of the
Fund, or members of any advisory or investment board or committee of the Fund,
to the extent that such expenses relate to attendance at meetings of the Board
of Directors or any committee thereof, or of any such advisory or investment
board or committee of the Fund; salaries of shareholder relations personnel;
costs of shareholders meetings; insurance; interest; brokerage costs; and
litigation and other extraordinary or non-recurring expenses.
4. The Country Adviser may contract on its own behalf with or consult with
such banks, other securities firms, brokers or other parties, without additional
expense to the Fund, as it may deem appropriate regarding research and
statistical data or otherwise.
5. In consideration of the services to be rendered by the Country Adviser
under this agreement, the Investment Manager shall pay the Country Adviser a
monthly fee in United States dollars on the fifth business day of each month for
the previous month at an annual rate of 0.30% of the Fund's average weekly net
assets. If the fee payable to the Investment Adviser pursuant to this paragraph
5 begins to accrue before the end of any month or if this agreement terminates
before the end of any month, the fee for the period from such date to the end of
such month or from the beginning of such month to the date of termination, as
the case may be, shall be prorated according to the proportion which such period
bears to the full month in which such effectiveness or termination occurs. For
purposes of calculating each such monthly fee, the value of the Fund's net
assets shall be computed at the time and in the manner specified in the
Registration Statement.
<PAGE>
3
6. The Country Adviser represents and warrants that it is duly registered
and authorized as an investment adviser under the Investment Advisers Act of
1940, as amended (the "1940 Act"), and the Country Adviser agrees to maintain
effective all requisite registrations, authorizations and licenses, as the case
may be, until termination of this Agreement.
7. The Country Adviser shall exercise its best judgment in rendering the
services in accordance with the terms of this agreement. The Country Adviser
shall not be liable for any error of judgment or mistake of law or for any act
or omission or any loss suffered by the Fund in connection with the matters to
which this agreement relates, provided that nothing herein shall be deemed to
protect or purport to protect the Country Adviser against any liability to the
Fund or its shareholders to which the Country Adviser would otherwise be subject
by reason of willful misfeasance, bad faith or gross negligence on its part in
the performance of its duties or from reckless disregard by it of its
obligations and duties under this agreement ("disabling conduct"). The Fund will
indemnify the Country Adviser against, and hold it harmless from, any and all
losses, claims, damages, liabilities or expenses (including reasonable counsel
fees and expenses), including any amounts paid in satisfaction of judgments, in
compromise or as fines or penalties, not resulting from disabling conduct by the
Country Adviser. Indemnification shall be made only following: (i) a final
decision on the merits by a court or other body before whom the proceeding was
brought that the Country Adviser was not liable by reason of disabling conduct,
or (ii) in the absence of such a decision, a reasonable determination, based
upon a review of the facts, that the Country Adviser was not liable by reason of
disabling conduct by (a) the vote of a majority of a quorum of directors of the
Fund who are neither "interested persons" of the Fund (as defined in the 1940
Act) nor parties to the proceeding ("disinterested non-party directors"), or (b)
an independent legal counsel in a written opinion. The Country Adviser shall be
entitled to advances from the Fund for payment of the reasonable expenses
(including reasonable counsel fees and expenses) incurred by it in connection
with the matter as to which it is seeking indemnification in the manner and to
the fullest extent permissible under law. The Country Adviser shall provide to
the Fund a written affirmation of its good faith belief that the standard of
conduct necessary for indemnification by the Fund has been met and a written
undertaking to repay any such advance if it should ultimately be determined that
the standard of conduct has not been met. In addition, at least one of the
following additional conditions shall be met: (a) the Country Adviser shall
provide security in form and amount acceptable to the Fund for its undertaking;
(b) the Fund is insured against losses arising by reason of the advance; or (c)
a majority of a quorum of disinterested non-party directors, or independent
legal counsel, in a written opinion, shall have determined, based on a review of
facts readily available to the Fund at the time the advance is proposed to be
made, that there is reason to believe that the Country Adviser will ultimately
be found to be entitled to indemnification.
8. This agreement shall continue in effect until ________, 1999 and shall
continue in effect and thereafter for successive annual periods, provided that
such continuance is specifically approved at least annually (a) by the vote of a
majority of the Fund's outstanding voting securities (as defined in the 1940
Act) or by the Fund's Board of Directors and (b) by the vote, cast in person at
a meeting called for the purpose, of a majority of the Fund's directors who are
not parties to this agreement or "interested persons" (as
<PAGE>
4
defined in the 1940 Act) of any such party. Notwithstanding the above, this
Agreement (a) may nevertheless be terminated at any time, without penalty, by
the Fund's Board of Directors, by vote of holders of a majority of the
outstanding voting securities (as defined in the 1940 Act) of the Fund or by the
Investment Manager, upon 60 days' written notice delivered to each party hereto,
and (b) shall automatically be terminated in the event of its assignment (as
defined in the 1940 Act). Any such notice shall be deemed given when received by
the addressee.
9. Nothing herein shall be deemed to limit or restrict the right of the
Country Adviser, or any affiliate of the Country Adviser, or any employee of the
Country Adviser, to engage in any other business or to devote time and attention
to the management or other aspects of any other business, whether of a similar
or dissimilar nature, or to render services of any kind to any other
corporation, firm, individual or association. Nothing herein shall be construed
as constituting the Country Adviser an agent of the Investment Manager or the
Fund.
10. This Agreement shall be governed by the laws of the State of New York;
provided, however, that nothing herein shall be construed as being inconsistent
with the 1940 Act.
11. Notices. Any notice hereunder shall be in writing and shall be
delivered in person or by telex or facsimile (followed by delivery in person) to
the parties at the addresses set forth below.
If to the Country Adviser:
Infrastructure Leasing & Financial
Services Limited
Mahinda Towers
4th Floor
Road No. 13
Worli
Mumbai, India 400 018
Attn:
If to the Investment Manager:
Advantage Advisers, Inc.
Oppenheimer Tower
One World Financial Center
New York, New York 10281
Attn:
<PAGE>
5
or to such other address as to which the recipient shall have informed the other
party in writing.
Unless specifically provided elsewhere, notice given as provided above
shall be deemed to have been given, if by personal delivery, on the day of such
delivery, and, if by facsimile and mail, on the date on which such facsimile is
sent or mailed.
12. Counterparts. This agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
If the foregoing correctly sets forth the agreement between
the Investment Manager and the Country Adviser, please so indicate by signing
and returning to the Investment Manager the enclosed copy hereof.
Very truly yours,
ADVANTAGE ADVISERS, INC.
By:________________________
Name:
Title:
ACCEPTED:
INFRASTRUCTURE LEASING & FINANCIAL
SERVICES LIMITED
By:___________________________
Name:
Title:
The India Fund, Inc. hereby
acknowledges and agrees to the
provisions of paragraph 2,
subparagraph 3(b) and paragraphs
7 and 8 of this Agreement.
THE INDIA FUND, INC.
By:___________________________
Name:
Title:
<PAGE>
FORMS OF PROXY
THE MEXICO EQUITY AND INCOME FUND, INC.
SPECIAL MEETING OF STOCKHOLDERS -- SEPTEMBER 30, 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 Special Meeting of Stockholders of the Fund to be held at Oppenheimer Tower,
200 Liberty Street, One World Financial Center, New York, New York on the 40th
Floor on Tuesday, September 30, 1997, at 11:00 a.m., New York time, and at any
adjournments thereof, upon the matters set forth in the Notice of Meetings and
Proxy Statement dated August __, 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 PROPOSAL
1. Please refer to the Proxy Statement for a discussion of the Proposal.
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 RECOMMENDS A VOTE "FOR" PROPOSAL 1.
1. The approval of a new U.S. co-advisory agreement between Advantage
Advisers, Inc., the Fund's U.S. co-adviser, and the Fund.
FOR |_| AGAINST |_| ABSTAIN |_|
The Proxies are authorized to vote in their discretion on any other
business as may properly come before the meeting or any adjournment
thereof.
I will attend the meeting. |_| Change of Address and/ |_|
or Comments Mark Here
Note: Please sign exactly as your name
appears on this Proxy. Joint owners
should each sign personally. When
signing as attorney, executor,
administrator, trustee, guardian or
corporate officer, please give your
full title.
Date _______________________, 1997
_____________________________________
_____________________________________
Signature(s), Title(s), if applicable
Votes MUST be indicated
(x) in Black or Blue ink. |x|
Please Sign, Date and Return the Proxy Promptly Using the Enclosed Envelope.
<PAGE>
THE ASIA TIGERS FUND, INC.
SPECIAL MEETING OF STOCKHOLDERS -- SEPTEMBER 30, 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 Special Meeting of Stockholders of the Fund to be held at Oppenheimer Tower,
200 Liberty Street, One World Financial Center, New York, New York on the 40th
Floor on Tuesday, September 30, 1997, at 10:00 a.m., New York time, and at any
adjournments thereof, upon the matters set forth in the Notice of Meetings and
Proxy Statement dated August __, 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 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 RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2.
1. The approval of a new management agreement between Advantage Advisers,
Inc., the Fund's investment manager, and the Fund.
FOR |_| AGAINST |_| ABSTAIN |_|
2. The approval of a new investment advisory agreement among Advantage
Advisers, Inc., Barclays Global Investors International Inc., the Fund's
investment adviser, and the Fund.
FOR |_| AGAINST |_| ABSTAIN |_|
The Proxies are authorized to vote in their discretion on any other
business as may properly come before the meeting or any adjournment
thereof.
I will attend the meeting. |_| Change of Address and/ |_|
or Comments Mark Here
Note: Please sign exactly as your name
appears on this Proxy. Joint owners
should each sign personnally. When
signing as attorney, executor,
administrator, trustee, guardian or
corporate officer, please give your
full title.
Date _______________________, 1997
_____________________________________
_____________________________________
Signature(s), Title(s), if applicable
Votes MUST be indicated
(x) in Black or Blue ink. |x|
Please Sign, Date and Return the Proxy Promptly Using the Enclosed Envelope.
<PAGE>
THE INDIA FUND, INC.
SPECIAL MEETING OF STOCKHOLDERS -- SEPTEMBER 30, 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 Special Meeting of Stockholders of the Fund to be held at Oppenheimer Tower,
200 Liberty Street, One World Financial Center, New York, New York on the 40th
Floor on Tuesday, September 30, 1997, at 10:30 a.m., New York time, and at any
adjournments thereof, upon the matters set forth in the Notice of Meetings and
Proxy Statement dated August __, 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 AND 3. 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 RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 3.
1. The approval of a new management agreement between Advantage Advisers,
Inc., the Fund's investment manager, and the Fund.
FOR |_| AGAINST |_| ABSTAIN |_|
3. The approval of a new country advisory agreement among Advantage Advisers,
Inc., Infrastructure Leasing & Financial Services Limited, the Fund's
country adviser, and the Fund.
FOR |_| AGAINST |_| ABSTAIN |_|
The Proxies are authorized to vote in their discretion on any other
business as may properly come before the meeting or any adjournment
thereof.
I will attend the meeting. |_| Change of Address and/ |_|
or Comments Mark Here
Note: Please sign exactly as your name
appears on this Proxy. Joint owners
should each sign personally. When
signing as attorney, executor,
administrator, trustee, guardian or
corporate officer, please give your
full title.
Date _______________________, 1997
_____________________________________
_____________________________________
Signature(s), Title(s), if applicable
Votes MUST be indicated
(x) in Black or Blue ink. |x|
Please Sign, Date and Return the Proxy Promptly Using the Enclosed Envelope.
