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(e)(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / 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.
<PAGE>
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
The Asia Tigers Fund, Inc.
June __, 1998
Dear Stockholder:
We are pleased to invite you to a Special Meeting of Stockholders of The
Asia Tigers Fund, Inc. (the "Fund") to be held on Friday, ______, 1998, at
10:00 a.m.
The Special Meeting has been called because on May 12, 1998, Barclays
Bank Plc entered into an agreement to sell its Hong Kong subsidiary, Barclays
Global Investors Hong Kong Limited ("BGIHK"), to AXA Investment Managers SA,
the global investment management arm of AXA group, one of the largest
insurance and investment management companies in the world. While the
transaction did not directly involve Barclays Global Investors International
Inc. ("BGII"), which had served as the Fund's investment adviser since the
inception of the Fund, BGII provided investment advice to the Fund through
the services of BGIHK's investment advisory personnel. Upon consummation of
the transaction on June __, 1998, all of BGIHK's investment advisory
personnel involved in the management of the Fund became associated with AXA.
Since the closing of the transaction, the former BGIHK advisory personnel
have continued to provide investment advice to the Fund through AXA's U.S.
registered investment advisory affiliate, AXA Asset Management Partenaires
("AAM-P"). In order to provide for continuity in the management of the Fund
and due to the desire of Barclays Bank and AXA to close their transaction as
soon as possible, a new investment advisory agreement among Advantage
Advisers, Inc., AAM-P and the Fund was approved by the Fund's Board of
Directors on May 20, 1998, subject to further stockholder approval at the
Special Meeting. Please note that the new investment advisory agreement is
substantially identical to the prior investment advisory agreement among
Advantage, BGII and the Fund.
At the Special Meeting, stockholders will also be requested to approve
certain amendments to the existing management agreement between the Fund and
Advantage. The amended management agreement is substantially identical to
the existing management agreement and would provide Advantage with the
additional authority to manage the Fund's assets directly, which will then be
delegated to AXA pursuant to the new investment advisory agreement for the
term of the new investment advisory agreement.
After careful consideration, the Board of Directors of the Fund,
including its independent directors, approved the two proposals and
recommended that the stockholders vote "FOR" each proposal. Whether or not
you plan to attend the meeting, you may vote by proxy by signing and
returning your proxy card in the enclosed postage-paid envelope.
Please feel free to call us at 1-800-421-4777 to answer any questions
regarding the proposal or other matters.
Sincerely,
Alan H. Rappaport
The Chairman of the Board of
THE ASIA TIGERS FUND, INC.
<PAGE>
The Asia Tigers Fund, Inc.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
June __, 1998
To the Stockholders:
Notice is hereby given that a Special Meeting of the Stockholders of The
Asia Tigers Fund, Inc. (the "Fund"), will be held on Friday, _______, 1998,
at CIBC Oppenheimer Tower, One World Financial Center, 200 Liberty Street,
New York, New York on the 40th Floor at 10:00 a.m., for the purposes of
considering and voting upon:
1. The approval of the new investment advisory agreement among
Advantage, AXA Asset Management Partenaires and the Fund. No fee
increase is proposed.
2. The approval of certain amendments to the management agreement
between Advantage Advisers, Inc. and the Fund. No fee increase
is proposed.
The close of business on June __, 1998 has been fixed as the record date
for the determination of stockholders who will be entitled to receive notice
of, and to vote at, the meeting and any adjournments thereof.
By Order of the Board of Directors,
Robert I. Kleinberg, Secretary
THE ASIA TIGERS FUND, INC.
New York, New York
June __, 1998
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>
Instructions for Signing Proxy Cards
The following general rules for signing proxy cards may be of assistance to
you and avoid the time and expense to the Fund involved in validating your
vote if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the party signing
should conform exactly to a name shown in the registration.
3. Other Accounts: The capacity of the individual signing the proxy card
should be indicated unless it is reflected in the form of registration.
For example:
Registration
Corporate Accounts Valid Signature
(1) ABC Corp. . . . . . . . . . . . . . . . . . ABC Corp.
(2) ABC Corp. . . . . . . . . . . . . . . . . . John Doe, Treasurer
(3) ABC Corp. . . . . . . . . . . . . . . . . . John Doe
c/o John Doe, Treasurer
(4) ABC Corp. Profit Sharing Plan . . . . . . . John Doe, Trustee
Trust Accounts
(1) ABC Trust . . . . . . . . . . . . . . . . . Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee . . . . . . . . . . . . Jane B. Doe
u/t/d/ 12/28/78
Custodial or Estate Accounts
(1) John B. Smith, Cust. . . . . . . . . . . . John B. Smith
f/b/o John B. Smith, Jr. UGMA
(2) John B. Smith . . . . . . . . . . . . . . . John B. Smith, Jr., Executor
<PAGE>
The Asia Tigers Fund, Inc.
CIBC Oppenheimer Tower
One World Financial Center
200 Liberty Street
New York, New York 10281
PROXY STATEMENT
Special Meeting of Stockholders
This proxy statement is furnished in connection with a solicitation of
proxies by the Board of Directors of The Asia Tigers Fund, Inc. (the "Fund"),
to be used at the Special Meeting of Stockholders (the "Meeting") and any
adjournments thereof for the purposes set forth in the accompanying Notice of
Special Meeting of Stockholders. The Meeting will be held on Friday,
_______, 1998, at CIBC Oppenheimer Tower, One World Financial Center, 200
Liberty Street, New York, New York on the 40th Floor at 10:00 a.m. This
proxy statement and the accompanying form of proxy are first being mailed to
stockholders on or about June __, 1998.
The purpose of the Meeting is to permit the Fund's stockholders to
consider approval of a new investment advisory agreement and amendments to
the existing management agreement, each of which have been approved by the
Board of Directors. Stockholders who execute proxies retain the right to
revoke them in person at the Meeting or by written notice received by the
Secretary of the Fund at any time before they are voted. Unrevoked proxies
will be voted in accordance with the specifications thereon and, unless
specified to the contrary, will be voted FOR the proposals set forth below
(the "Proposals"). The close of business on June __, 1998 has been fixed as
the record date (the "Record Date") for the determination of stockholders
entitled to notice of, and to vote at, the 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, there
were 20,514,984 shares of common stock issued and outstanding.
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 with respect to 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 a 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.
The Fund will furnish, without charge, a copy of its most recent Annual
Report to any stockholder upon request. Requests should be directed to the
Secretary of the Fund in writing at its address below or by calling
1-800-421-4777.
The principal executive offices of the Fund are located at CIBC
Oppenheimer Tower, One World Financial Center, 200 Liberty Street, New York,
New York 10281. The Fund is a non-diversified closed-end management
investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act").
<PAGE>
In the event that a quorum is not present at the Meeting, or in the event
that a quorum is present but sufficient votes to approve the Proposals 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 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 proposal in their discretion. A stockholder vote may
be taken on the Proposals in this proxy statement prior to any such
adjournment if sufficient votes have been received for approval. Under the
By-Laws of the Fund, a quorum is constituted by the presence in person or by
proxy of the holders of record of a majority of the outstanding shares of the
Fund entitled to vote at the Meeting.
PROPOSAL 1. APPROVAL OF THE NEW INVESTMENT ADVISORY AGREEMENT AMONG
ADVANTAGE, AXA AND THE FUND
Introduction
On May 12, 1998, Barclays Bank Plc entered into an agreement to sell its
subsidiary, Barclays Global Investors Hong Kong Limited ("BGIHK"), to AXA
Investment Managers SA, the investment management arm of AXA group, one of
the largest insurance and investment management companies in the world. The
transaction was consummated on June __, 1998. While the transaction did not
directly involve Barclays Global Investors International Inc. ("BGII"), which
had served as the Fund's investment adviser since the inception of the Fund,
BGII provided investment advice to the Fund through the services of BGIHK's
investment advisory personnel. Upon consummation of the transaction on June
__, 1998, all of BGIHK's investment advisory personnel involved in the
management of the Fund became associated with AXA.
In order to provide for continuity in the management of the Fund and due
to the desire of Barclays Bank and AXA to close their transaction as soon as
possible, a new investment advisory agreement among Advantage, AXA Asset
Management Partenaires ("AAM-P") and the Fund (the "New Advisory Agreement')
was approved by the Fund's Board of Directors on May 20, 1998, subject to
further stockholder approval of the Agreement at the Special Meeting.
Section 15 of the 1940 Act requires stockholder approval of investment
company investment advisory contracts. In light of the desire to consummate
their transaction as soon as possible, on May __, 1998, AXA and Barclays
applied for an order granting exemptive relief from the Securities and
Exchange Commission ( the "SEC Order") with respect to the New Advisory
Agreement. While the relief has not yet been granted, notice of the
application for such relief was recently published in the Federal Register.
If granted, such relief would allow AAM-P to receive advisory fees pursuant
to the Agreement for the period of time prior to stockholder approval, such
fees to be held in escrow pending stockholder approval, which must occur
within 120 days after the transaction. Under the terms of the relief, for
the period from the time of the closing of the transaction on June __, 1998
until the receipt of the SEC Order, AAM-P would be entitled to receive as an
advisory fee reimbursement for its actual costs in providing services for the
Fund, rather than full the advisory fees that it would otherwise be entitled
to receive under the New Advisory Agreement.
<PAGE>
The Board of Directors is proposing that the Fund's stockholders approve
the New Advisory Agreement. The New Advisory Agreement is substantially
identical to the prior investment advisory agreement with BGII (the "BGII
Agreement"), except for provisions relating to the escrow of fees. A
description of the New Advisory Agreement, including the services provided by
AAM-P thereunder, is set forth below. The description is qualified in its
entirety by reference to the New Advisory Agreement attached hereto as
Exhibit A.
Information Concerning AAM-P
AAM-P is registered as an investment adviser under the Investment
Advisers Act of 1940 (the "Investment Advisers Act"). AAM-P is 99.72% owned
by AXA-UAP and certain of AXA-UAP's direct subsidiaries. AXA-UAP is
controlled by four French mutual insurance companies acting as a group, AXA
Assurances IARD Mutuelle, AXA Assurances Vie Mutuelle AXA, AXA Courtage
Assurances Mutuelle and Alpha Assurances Vie Mutuelle (the "Mutuelles AXA").
The Mutuelles AXA control AXA-UAP through a holding company, Finaxa, which
owns 29.8% of AXA-UAP. Banque Paribas, a subsidiary of Compagnie Financiere
de Paribas, a French financial institution engaged in banking and related
activities, owns 14.6% of Finaxa.
The names, titles and principal occupations of the current directors and
executive officers of AAM-P are set forth in the following table. The
business address of each person listed below is 46 Avenue De La Grande Armee,
75017 Paris, France.
Title and
Principal Occupation
Name
Jean-Pierre Gilbert Hellebucyk . . . . . . . . . . President, Director
Christian Maurice Paul Rabeau . . . . . . . . . . . Director
Kevin Claude Dolan . . . . . . . . . . . . . . . . Director
Gerald Pierre Harlin . . . . . . . . . . . . . . . Director
Thierry Deheuvels . . . . . . . . . . . . . . . . .
Jean-Baptiste de Gorostarzu . . . . . . . . . . . . Head of European Equities
Approval of BGII Agreement and the New Advisory Agreement
The Board of Directors, including a majority of the directors who are not
"interested persons" (as defined in the Investment Company Act of 1940 (the
"Investment Company Act")) of the Fund, Advantage, BGII or their affiliates,
most recently approved the BGII Agreement on August 13, 1997. The
stockholders most recently approved the BGII Agreement on September 30, 1997.
The New Advisory Agreement was approved by the Board of Directors on May 20,
1998, subject to approval by the Fund's stockholders at the Special Meeting.
BGII and New Advisory Agreements
The BGII Agreement and the New Advisory Agreement are substantially
identical, except for the provisions in the New Advisory Agreement for the
escrow of advisory fees until stockholder approval of the New Advisory
Agreement. The following description of the New Advisory Agreement is
qualified in its entirety by reference to the New Advisory Agreement attached
hereto as Exhibit A.
<PAGE>
Services to be Performed
Pursuant to the New Advisory Agreement, subject to the direction and
control of the Fund and in consultation with Advantage, AAM-P will have the
authority 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 Advisory Agreement provides that the Fund is responsible for all
of its expenses and liabilities, except that AAM-P is responsible for
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 AAM-P pursuant to
the New Advisory Agreement will be equal to 0.50% on an annualized basis,
which is identical to that paid by Advantage to BGI under the BGII Agreement.
For the period from the closing of the transaction to issuance of the SEC
Order, AAM-P will only be entitled to receive as an advisory fee
reimbursement for its actual out-of-pocket costs for the services it provides
to the Fund rather than the full advisory fees that it otherwise would be
entitled to receive under the New Advisory Agreement.
Limitation of Liability
The New Advisory Agreement is identical to the existing advisory
agreement and provides that, in the absence of disabling conduct, AAM-P 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 Advisory Agreement provides that the Fund, under certain
circumstances, will indemnify AAM-P 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 Advisory Agreement will continue until the earlier of stockholder
approval at the Special Meeting or October 31, 1998, and thereafter, if
approved by stockholders, would continue in effect until November 4, 1999,
and, for successive annual periods provided such continuance is specifically
approved at least annually by (i) a majority of the members of the Board of
Directors who are not parties to the New Advisory Agreement, and who are not
"interested persons" (as defined in the Investment Company Act) of any such
party, and (ii) a majority of the 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 Advisory Agreement may be terminated
(without penalty) on 60 days' prior written notice by the Board of Directors,
by a vote of the holders of a "majority of the outstanding voting securities"
<PAGE>
of the Fund, or by Advantage, and the New Advisory Agreement will terminate
automatically in the event of its "assignment" (as defined in the Investment
Company Act).
Advisory Fee Information
Under the BGII Agreement, BGII was paid by Advantage a monthly fee at an
annual rate of 0.50% of the Fund's average weekly net assets. As of
____________, 1998, the Fund's net assets were approximately $___._ million.
The aggregate amount of fees paid by Advantage to BGII for the Fund's fiscal
year ended October 31, 1997 under the BGII Agreement was $_________.
Evaluation by the Board of Directors
At the meeting held on May 20, 1998, the Board of Directors, including
the directors who are not "interested persons" (as defined in the Investment
Company Act) of the Fund, Advantage, BGII, AAM-P or their affiliates,
approved the New Advisory Agreement and recommended that stockholders of the
Fund approve such Agreement at the Special Meeting.
In approving the New Advisory Agreement and determining to submit it to
stockholders for their approval, the Board of Directors determined that
continuity of advisory services after the transaction can best be assured by
approving the New Advisory Agreement on behalf of the Fund, subject to
approval by the Fund's stockholders at the Special Meeting. The Board of
Directors of the Fund believes that the New Advisory Agreement is in the best
interests of the Fund and its stockholders.
In connection with its review of the New Advisory Agreement, the Board of
Directors requested and reviewed, with the assistance of its own legal
counsel, materials furnished by AAM-P. These materials included written
information regarding AAM-P and its personnel and operations.
In approving the New Advisory Agreement, the Board of Directors of the
Fund focused primarily on the nature, quality and scope of the operations and
services to date provided by BGII to the Fund, which are expected to continue
to be provided by substantially the same personnel who were associated with
BGII and are now associated with AAM-P, and the fact that the BGII Agreement
and the New Advisory Agreement, including the terms relating to the services
to be performed thereunder by AAM-P and the expenses and fees payable to AAM-
P, are substantially identical, except as discussed above. In connection
with these primary considerations, comparisons were made between the New
Advisory Agreement and similar arrangements by other investment companies,
particularly with regard to levels of fees, and the benefits to AAM-P of its
relationship with the Fund. In addition, the Fund's Board of Directors
considered the commitment of AAM-P to maintain and enhance the services
provided to the Fund. Based upon its review of these factors, the Board of
Directors concluded that the New Advisory Agreement is in the best interests
of the Fund and its stockholders.
Required Vote
As provided by the Investment Company Act, approval of the New Advisory
Agreement will require the affirmative vote of a "majority of the outstanding
voting securities" of the Fund, 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
<PAGE>
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. For this purpose,
abstentions and broker non-votes will be counted as shares present at the
Meeting for quorum purposes but not voting and will have the same effect as
votes cast against the Proposal.
THE BOARD OF DIRECTORS, INCLUDING THE DIRECTORS WHO ARE NOT "INTERESTED
PERSONS" (AS DEFINED IN THE INVESTMENT COMPANY ACT) OF THE FUND, ADVANTAGE,
AAM-P OR THEIR AFFILIATES, RECOMMEND THAT THE STOCKHOLDERS VOTE IN FAVOR OF
THE NEW ADVISORY AGREEMENT.
<PAGE>
PROPOSAL 2. APPROVAL OF THE AMENDED MANAGEMENT AGREEMENT BETWEEN ADVANTAGE
AND THE FUND
Introduction
Advantage has served as the investment manager to the Fund pursuant to a
management agreement with the Fund since the inception of the Fund. The
management agreement was most recently approved by the stockholders of the
Fund on September 30, 1997.
As investment manager, Advantage has been responsible for, among other
things, supervising the Fund's investment program, consulting with the Fund's
investment adviser regarding its decisions to purchase, sell, or hold certain
securities, providing research and information and monitoring the performance
of the Fund's various service providers. In addition, Advantage appointed
the Fund's investment adviser to manage the investing of the Fund's assets on
a day-to-day basis.
At the May 20, 1998 meeting, the Board of Directors approved amendments
to the existing management agreement (the "Amended Management Agreement")
between the Fund and Advantage. The Amended Management Agreement would
provide Advantage with the additional authority to manage the Fund's assets
directly, which will then be delegated to AAM-P pursuant to the New Advisory
Agreement for the term of the New Advisory Agreement. The New Advisory
Agreement may be terminated by the Fund, Advantage or AXA, by appropriate
notice to the other parties. Under the Amended Management Agreement,
Advantage would have the authority to manage the Fund's assets directly,
subject to Board of Director approval, in the event of the termination of the
New Advisory Agreement.
The Amended Management Agreement is attached hereto as Exhibit B.
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. Advantage has served as investment manager to the Fund since
commencement of the Fund's operations.
Advantage is a wholly-owned subsidiary of CIBC Oppenheimer Corp. ("CIBC
OpCo"). CIBC OpCo is indirectly owned by The Canadian Imperial Bank of
Commerce, North America's seventh largest and Canada's second largest bank.
The principal business address of Advantage and CIBC OpCo is CIBC
Oppenheimer Tower, 200 Liberty Street, New York, New York 10281. The
principal business address of The Canadian Imperial Bank of Commerce is
Commerce Court, Toronto, Ontario, Canada M5L 1A2.
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 CIBC Oppenheimer Tower, One
World Financial Center, 200 Liberty Street, New York, New York, 10281.
<PAGE>
Title and
Name Principal Occupation
Stephen Robert . . . . . . . . Chairman of Advantage and Vice Chairman
of CIBC OpCo
Alan H. Rappaport . . . . . . . President and Member of the Board of
Advantage and Managing Director of CIBC
OpCo
Dennis E. Feeney . . . . . . . Vice President of Advantage and Chief
Financial Officer and Managing Director
of CIBC OpCo
Nitin Sheth . . . . . . . . . . Vice President of Advantage and Managing
Director and Director of Corporate Taxes
of CIBC OpCo
Melvin S. Herman . . . . . . . Treasurer of Advantage and Managing
Director and Treasurer of CIBC OpCo
Robert I. Kleinberg . . . . . . Member of the Board of Advantage and
Managing Director and General Counsel of
CIBC OpCo
Robert A. Blum . . . . . . . . Assistant Secretary of Advantage and
Managing Director and Associate General
Counsel of CIBC OpCo
Miriam Katz . . . . . . . . . . Secretary of Advantage and of CIBC OpCo
The following table provides information regarding the directors and
officers of the Fund who are also directors, officers or employees of
Advantage.
Position with
Position with Advantage
Name The Fund
Alan H. Rappaport Chairman of the Board President and Member of
the Board
Robert I. Kleinberg Secretary Member of the Board
Robert A. Blum President, Assistant Assistant Secretary
Secretary
Approvals of Management Agreement
The Board of Directors, including a majority of the directors who are not
"interested persons" (as defined in Investment Company Act) of the Fund,
Advantage or their affiliates, previously approved the Fund's management
agreement with Advantage on August 13, 1997. The stockholders most recently
approved the management agreement at a special meeting of stockholders held
on September 30, 1997. As discussed above, the Board of Directors approved
the Amended Management Agreement on May 20, 1998, and recommended its
approval to the Fund's stockholders.
Advantage Management Agreement
The prior management agreement and the Amended Management Agreement are
substantially identical, except for the addition of provisions providing
Advantage with the discretion to manage the Fund's assets on a day-to-day
basis. The following description of the Amended Advantage Agreement is
qualified in its entirety by reference to the Amended Management Agreement
attached hereto as Exhibit B.
<PAGE>
Services to be Performed
Pursuant to the Amended Management Agreement, Advantage would continue to
(1) supervise the Fund's investment program, including advising and
consulting with the Fund's Board of Directors regarding the Fund's overall
business strategy; (2) provide research and information to the Fund; and (3)
monitor the performances of the Fund's various service providers. Advantage
will also continue to provide access to research and statistical data to the
Fund. In addition, Advantage would have the express authority to make the
day-to-day investment decisions for the Fund, and could delegate any of the
responsibilities under the Agreement.
Expenses and Advisory Fees
The Amended Management Agreement provides that the management fee paid to
Advantage would continue at the historical rate of 1.00% of the Fund's
average weekly net assets on an annualized basis. 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.
Limitation of Liability
The Amended Management Agreement is identical to the prior management
agreement and 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 Amended
Management Agreement provides 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.
Duration and Termination
If stockholder approval is received, the Amended Management Agreement
will continue to November __, 1999, 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 Board of
Directors who are not parties to the Amended Management Agreement and who are
not "interested persons" (as defined in the Investment Company Act) of any
such party, and (ii) a majority of the 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 Amended Management Agreement may be terminated
(without penalty) on 60 days' prior written 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 Amended Management Agreement will
terminate automatically in the event of its "assignment" (as defined in the
Investment Company Act).
<PAGE>
Advantage Management Fee Information
As of _________, 1998, the approximate net assets of the Fund were $___._
million. The management fee rate paid by the Fund to Advantage was 1.00% of
the Fund's average weekly net assets. The aggregate amount of this fee for
the Fund's most recently completed fiscal year under the prior management
agreement was $__________. Advantage has remitted a portion of the fee to
BGII at an annual rate of 0.50% of the Fund's average weekly net assets
pursuant to the advisory agreement among Advantage, BGII and the Fund.
Evaluation by the Board of Directors
At the meeting held on May 20, 1998, the Board of Directors, including
the directors who are not "interested persons" (as defined in the Investment
Company Act) of the Fund, Advantage or their affiliates, approved the Amended
Management Agreement for the Fund and recommended that stockholders approve
such Agreement.
In approving the Amended Management Agreement and determining to submit
it to stockholders for their approval, the Board of Directors has determined
that overall continuity and efficiency of advisory services can best be
assured by approving the Amended Management Agreement on behalf of the Fund.
The Board of Directors believes that the Amended Management Agreement will
enable the Fund to continue to obtain high-quality services at a cost which
it deems appropriate and reasonable and that approval of the Amended
Management Agreement is in the best interests of the Fund and its
stockholders.
In approving the Amended Management Agreement, the Board of Directors
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 to the Fund. In connection with these primary
considerations, comparisons were made between the Amended Management
Agreement and similar arrangements by other investment companies,
particularly with regard to levels of fees, and the benefits to Advantage of
its relationship with the Fund. In addition, the Board of Directors
considered the commitment of Advantage to maintain the services it provides
to the Fund. Based upon its review of these factors, the Board of Directors
concluded that the Amended Management Agreement is in the best interests of
the Fund and its stockholders.
Required Vote
As provided by the Investment Company Act, approval of the Amended
Management Agreement will require the affirmative vote of a "majority of the
outstanding voting securities" of the Fund. For a discussion of the
definition of a "majority of the outstanding voting securities," see
"Required Vote" under Proposal 1 above.
THE BOARD OF DIRECTORS, INCLUDING THE DIRECTORS WHO ARE NOT "INTERESTED
PERSONS" (AS DEFINED IN THE INVESTMENT COMPANY ACT) OF THE FUND, ADVANTAGE,
OR THEIR AFFILIATES, RECOMMEND THAT THE STOCKHOLDERS VOTE IN FAVOR OF THE
AMENDED MANAGEMENT AGREEMENT.
<PAGE>
INFORMATION PERTAINING TO CERTAIN STOCKHOLDERS
The following table provides information regarding the number and
percentage of outstanding shares of Common Stock owned beneficially by each
director and executive officer of the Fund, and all directors and executive
officers of the Fund as a group, as of __________, 1998.
<TABLE>
<CAPTION>
Shares of Common Stock,
Beneficially Owned,
Name Directly or Indirectly<F1>
<S> <C>
Charles F. Barber 1,000
Robert A. Blum 500
Leslie H. Gelb 0
Alan H. Rappaport 1,000
Jeswald W. Salacuse 310
Lenard Brafman 0
Robert I. Kleinberg 0
All Directors and Executive 2,810
Officers (as a group)
________________________________
<FN>
<F1>No holdings of a director or executive officer, nor of the directors and
executive officers as a group, represented more than 1% of the
outstanding shares of the Fund's Common Stock. Each director and
executive officer has sole voting and investment power with respect to
the listed shares.
</TABLE>
To the knowledge of the Fund, no person owns beneficially more than 5% of
the Fund's outstanding shares.
ADDITIONAL INFORMATION
CIBC OpCo serves as the Fund's administrator. The address of CIBC OpCo
is CIBC Oppenheimer Tower, One World Financial Center, 200 Liberty Street,
New York, New York, 10281. As of ___________, 1998, the administrative fee
rate paid by the Fund to CIBC OpCo was 0.20% of the Fund's average weekly net
assets. The aggregate amount of fees paid by the Fund to CIBC OpCo for the
Fund's most recently completed fiscal year was $________. CIBC OpCo
subcontracts certain of its responsibilities to PFPC Inc. The address of
PFPC Inc. is 400 Bellevue Parkway, Wilmington, Delaware 19809.
PROPOSALS TO BE SUBMITTED BY STOCKHOLDERS
Any proposals which stockholders of the Fund plan to submit at the next
annual meeting to be held in 1999 must be received by September 11, 1998 if
they are to be included in the Fund's proxy statement and form of proxy
relating to that meeting.
<PAGE>
EXPENSES OF THE MEETING AND PROXY SOLICITATION
The expenses of the Meeting and the costs of preparing, assembling and
mailing material in connection with this solicitation of proxies will be
borne by Barclays Bank and/or AXA, and not by the Fund. Proxies may also be
solicited personally by officers of the Fund and by regular employees of
Advantage, CIBC OpCo, or their respective affiliates, or other
representatives of the Fund or by telephone or telegraph, in addition to the
use of mails. Brokerage houses, banks and other fiduciaries may be requested
to forward proxy solicitation material to their principals to obtain
authorization for the execution of proxies, and they will be reimbursed for
such out-of-pocket expenses. In addition, [ ], a proxy solicitation
firm, has been retained to assist in the solicitation of the proxy vote. It
is anticipated that [ ] will be paid for such solicitation
services in an amount not to exceed [$ ] plus reasonable out-of-pocket
expenses. Therefore, expenses of the Meeting 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.
[ ] 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. The 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 wished 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
[ ] at its toll-free number, 1-800-[ ].
June __, 1998
<PAGE>
THE ASIA TIGERS FUND, INC.
SPECIAL MEETING OF STOCKHOLDERS--________, 1998
This Proxy is Solicited on Behalf of the Directors
The undersigned hereby appoints Robert I. Kleinberg, Robert A. Blum,
Carmine Angone and Maureen Seaman, and each of them, attorneys and proxies
for the undersigned, with full power of substitution and revocation, to
represent the undersigned at a Special Meeting of Stockholders of the Fund to
be held at CIBC Oppenheimer Tower, One World Financial Center, New York, New
York 10281 on Friday, _______, 1998, at 10:00 a.m., and at any adjournments
thereof, upon the matters set forth in the Notice of Meeting and Proxy
Statement dated June _, 1998.
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 the new Investment Advisory Agreement among Advantage
Advisers, Inc., AXA Asset Management Partenaires and the Fund.
FOR AGAINST ABSTAIN
2. The approval of the Amended Management Agreement between Advantage
Advisers, Inc. and the Fund.
FOR AGAINST ABSTAIN
3. Any other business that may properly come before the meeting.
4. I will be attending the meeting.
Change of Address and/
or Comments Mark Here
Note: Please sign
exactly as your name
appears on this Proxy.
If joint owners, EITHER
may sign this Proxy.
When signing as
attorney, executor,
administrator, trustee,
guardian or corporate
officer, please give
your full title.
Date , 1998
Signature(s), Title(s),
if applicable
Votes MUST be indicated
Please Sign, Date and Return the Proxy Promptly (x) in Black or Blue
Using the Enclosed Envelope. ink.
<PAGE>
EXHIBIT A
INVESTMENT ADVISORY AGREEMENT
Advantage Advisers, Inc.
CIBC Oppenheimer Tower
One World Financial Center
New York, New York 10281
June __, 1998
AXA Asset Management Partenaires
46 Avenue De La Grande Armee
75017 Paris, France
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 subparagraph 3(b) and paragraphs 6, 7, 10 and 11 of this agreement) as
follows:
1. The Investment Manager has been employed by The Asia Tigers Fund, Inc.
(the "Fund") pursuant to a management agreement 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 Fund, (b) manage
the investing and reinvesting of the Fund's assets as specified in paragraph
1, (c) place 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.
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.
<PAGE>
(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 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
committee thereof; 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 from time to time.
The Investment Adviser shall advise the Fund's officers and Board of
Directors, at such times as the Fund's Board of Directors may specify, of
investments made for the Fund's account and shall, when requested by the
Fund's officers or Board of Directors, 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 CIBC Oppenheimer Corp. 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
<PAGE>
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 0.50% of the Fund's
average weekly net assets; provided, however, that during the period of time
commencing on the date of this agreement and continuing until the issuance of
the Securities and Exchange Commission Order on the requested exemptive
relief pursuant to Section 6(c) of the 1940 Act, the Investment Adviser shall
be entitled only to reimbursement of its reasonable costs for providing
services to the Fund, which shall be certified to the satisfaction of the
Investment Manager; and provided further, that during the period of time
commencing on the date hereof and continuing until the earlier of (a) such
time as this agreement is approved by a vote of a majority of the Fund's
outstanding voting securities (as defined in the 1940 Act) or (b) October 31,
1998, the fees payable to the Investment Adviser under this agreement shall
be paid into an interest-bearing account (the "Account") maintained by an
escrow agent. Such escrow agent shall not be an "affiliated person" (as
defined in the 1940 Act) of any of the parties hereto. All amounts paid into
the Account (including interest earned on such fees) may be paid to the
Investment Adviser upon the approval of a majority of the Fund's outstanding
voting securities (as defined in the 1940 Act) of this agreement. In the
event that the stockholders of the Fund fail to approve this agreement prior
to October 31, 1998, all amounts in the Account shall be paid to the Fund.
The parties hereto expressly acknowledge that the escrow agent may release
the moneys in the Account only upon receipt of a certificate from an officer
of the Company (who shall not be an "interested person" (as defined in the
1940 Act) of the Investment Adviser) stating that the moneys are to be
delivered to the Investment Adviser and that this agreement has been approved
by a majority of the outstanding voting securities of the Fund (as defined in
the 1940 Act) or, in the event that the shareholders of the Fund failed to
approve the agreement prior to the date specified above, that the moneys in
the Account are to be delivered to the Fund. If the fee payable to the
Investment Adviser pursuant to this paragraph 8 begins to accrue before the
<PAGE>
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.
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 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.
<PAGE>
11. This agreement shall continue in effect until October 1, 1998, 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 the 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 or the Investment Adviser, 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:
AXA Asset Management Partenaires
46 Avenue De La Grande Armee
75017 Paris, France
Tel:
Fax:
Attn:
If to the Investment Manager:
Advantage Advisers, Inc.
CIBC Oppenheimer Tower
One World Financial Center
New York, New York 10281
Tel:
Fax:
Attn:
with a copy to:
CIBC Oppenheimer Corp.
CIBC Oppenheimer Tower
One World Financial Center
New York, New York 10281
Tel:
Fax:
Attn:
<PAGE>
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.
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:
AXA ASSET MANAGEMENT PARTENAIRES
By:__________________________________
Name:
Title:
The Asia Tigers Fund, Inc. hereby
acknowledges and agrees to the
provisions of subparagraph 3(b)
and paragraphs 6, 7, 10 and
11 of this agreement.
THE ASIA TIGERS FUND, INC.
By:__________________________________
Name:
Title:
<PAGE>
EXHIBIT B
AMENDED MANAGEMENT AGREEMENT
Agreement dated and effective as of ________ __, 1998 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").
(i) 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 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) 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
(vi) advise the Fund with respect to all matters relating to the Fund's use
of leveraging techniques; (vii) monitor the performance of the Fund's
outside service providers, including the Fund's administrator, transfer agent
and custodian; and (viii) 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. The Investment Manager may delegate any of the foregoing
responsibilities to a third party with the consent of the Fund.
(ii) 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; 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;
<PAGE>
insurance; interest; brokerage costs; and litigation and other extraordinary
or non-recurring expenses.
(iii)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 CIBC Oppenheimer Corp. or any
other brokers affiliated with the Investment Manager) for the execution of
trades for the Fund.
(iv)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.
(v) 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 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>
(vi) 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.
(vii) 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.
(viii) 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 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.
<PAGE>
(ix) Duration and Termination. This Agreement shall remain in effect
until ______________, 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.
(x) 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.
(xi) 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.
CIBC Oppenheimer Tower
One World Financial Center
200 Liberty Street
New York, New York 10281
Tel: (212) 667-5000
Fax: (212) 667-7950
Attn: Alan H. Rappaport
Chairman
If to the Investment Manager:
Advantage Advisers, Inc.
CIBC Oppenheimer Tower
One World Financial Center
200 Liberty Street
New York, New York 10281
Tel: (212) 667-5000
Fax: (212) 667-7950
Attn: Alan H. Rappaport
President
<PAGE>
with a copy to:
CIBC Oppenheimer Corp.
CIBC Oppenheimer Tower
One World Financial Center
200 Liberty Street
New York, New York 10281
Tel: (212) 667-7300
Fax: (212) 667-6908
Attn: General Counsel
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.
(xii) 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:
