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:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
The Asia Tigers Fund, Inc.
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(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 was 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.
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.
One World Financial Center
200 Liberty Street
New York, New York 10281
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
January 12, 2001
To the Stockholders:
The Annual Meeting of Stockholders of The Asia Tigers Fund, Inc. (the
"Fund") will be held at One World Financial Center, 200 Liberty Street, New
York, New York on the 40th floor, on Friday, February 16, 2001, at 10:00 a.m.,
for the purposes of considering and voting upon:
1. The election of directors (Proposal 1).
2. The ratification of the selection of PricewaterhouseCoopers LLP as
the independent accountants of the Fund for the year ending October
31, 2001 (Proposal 2).
3. Any other business that may properly come before the meeting.
The close of business on January 3, 2001 has been fixed as the record date
for the determination of stockholders entitled to notice of and to vote at the
meeting.
By Order of the Board of Directors,
/s/ Bryan McKigney
Bryan McKigney
President and Secretary
--------------------------------------------------------------------------------
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:
<TABLE>
<CAPTION>
REGISTRATION
<S> <C>
Corporate Accounts Valid Signature
(1) ABC Corp. ............................... ABC Corp. (by John Doe, Treasurer)
(2) ABC Corp. ............................... John Doe, Treasurer
(3) ABC Corp. c/o John Doe, Treasurer ....... John Doe
(4) ABC Corp. Profit Sharing Plan ........... John Doe, Trustee
Trust Accounts
(1) ABC Trust ............................... Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee u/t/d 12/28/78 ..... Jane B. Doe
Custodial or Estate Accounts
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA ............. John B. Smith
(2) John B. Smith ........................... John B. Smith, Jr., Executor
</TABLE>
<PAGE>
The Asia Tigers Fund, Inc.
One World Financial Center
200 Liberty Street
New York, New York 10281
---------------
PROXY STATEMENT
---------------
This proxy statement is furnished in connection with a solicitation by the
Board of Directors of The Asia Tigers Fund, Inc. (the "Fund") of proxies to be
used at the Annual Meeting of Stockholders of the Fund (the "Annual Meeting") to
be held at One World Financial Center, 200 Liberty Street, New York, New York on
the 40th floor, on Friday, February 16, 2001, at 10:00 a.m. (and at any
adjournment or adjournments thereof) for the purposes set forth in the
accompanying Notice of Annual Meeting of Stockholders. This proxy statement and
the accompanying form of proxy are first being mailed to stockholders on or
about January 12, 2001. On December 28, 2000, the Fund sent a copy of its annual
report containing financial statements for the fiscal year ended October 31,
2000 to each stockholder of the Fund. Any stockholder may request an additional
copy of the Fund's annual report, free of charge, by contacting Advantage
Advisers, Inc. at the address listed below or by calling 1-800-421-4777.
Stockholders who execute proxies retain the right to revoke them in person at
the Annual Meeting or by written notice received by the Secretary of the Fund at
any time before they are voted. Unrevoked proxies will be voted in accordance
with the specifications thereon and, unless specified to the contrary, will be
voted FOR the Election of Directors and FOR Proposal 2. The close of business on
January 3, 2001 has been fixed as the record date for the determination of
stockholders entitled to notice of and to vote at the Annual Meeting. Each
stockholder is entitled to one vote for each full share and an appropriate
fraction of a vote for each fractional share held. On the record date, there
were 19,691,784.252 shares of Common Stock outstanding.
In the event that a quorum is not present at the Annual Meeting, or in the
event that a quorum is present but sufficient votes to approve any of the
proposals are not received, the persons named as proxies may propose one or more
adjournments of the Annual Meeting to a date not more than 120 days after the
original record date to permit further solicitation of proxies. Any such
adjournment will require the affirmative vote of a majority of those shares
represented at the Annual Meeting in person or by proxy. The persons named as
proxies will vote those proxies which they are entitled to vote FOR or AGAINST
any such proposal at their discretion. A stockholder vote may be taken on one or
more of the proposals in this proxy statement prior to any such adjournment if
sufficient votes have been received for approval. Under the By-Laws of the Fund,
a quorum is constituted by the presence in person or by proxy of the holders of
record of a majority of the outstanding shares of Common Stock of the Fund
entitled to vote at the Annual Meeting.
Advantage Advisers, Inc. ("Advantage"), whose principal business address
is One World Financial Center, 200 Liberty Street, New York, New York 10281, is
the Fund's investment manager.
1
<PAGE>
PROPOSAL 1: ELECTION OF DIRECTORS
In accordance with the Fund's Charter, the Fund's Board of Directors is
divided into three classes: Class I, Class II and Class III. At the Annual
Meeting, stockholders will be asked to elect two Class III Directors to hold
office until the 2004 Annual Meeting of Stockholders, or thereafter when their
respective successors are elected and qualified. The term of office of the Class
I and II Directors expires at the Annual Meeting of Stockholders in 2002 and
2003, respectively, or thereafter in each case when their respective successors
are elected and qualified. The effect of these staggered terms is to limit the
ability of other entities or persons to acquire control of the Fund by delaying
the replacement of a majority of the Board of Directors.
The persons named in the accompanying form of proxy intend to vote at the
Annual Meeting (unless directed not to vote) FOR the election of the nominees
listed below. Each nominee has indicated that he will serve if elected, but if
either nominee should be unable to serve, the proxy will be voted for any other
person determined by the persons named in the proxy in accordance with their
judgment. Howard M. Singer was elected to the Board of Directors by the
directors of the Fund effective July 11, 2000.
The following table provides information concerning the nominees for
election as directors:
<TABLE>
<CAPTION>
Shares of Common Stock
Beneficially Owned,
Nominees and Principal Occupations Directly or Indirectly, on
During the Past Five Years Director Since Age January 2, 2001 (A)
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Nominees to serve until the year 2004
Annual Meeting of Stockholders
Howard M. Singer*, Chairman of the Board of Directors; 2000 37 500
Managing Director, CIBC World Markets Corp.
Charles F. Barber, Chairman of Audit Committee; 1993 83 1,000
Member of Nominating Committee; Consultant;
formerly Chairman of the Board, ASARCO Incorporated.
</TABLE>
-----------------
* "Interested person" as defined in the Investment Company Act of 1940, as
amended (the "1940 Act") because of a relationship with Advantage.
(A) The holdings of no director represented more than 1% of the outstanding
shares of the Fund. Each director has sole voting and investment power
with respect to the listed shares.
2
<PAGE>
The following table provides information concerning the directors serving
until the year 2002 and 2003 Annual Meetings of Stockholders:
<TABLE>
<CAPTION>
Shares of Common Stock
Beneficially Owned,
Directors and Principal Occupations Directly or Indirectly, on
During the Past Five Years Director Since Age January 2, 2001 (A)
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Directors serving until the year 2002
Annual Meeting of Stockholders
Leslie H. Gelb, Member of Audit and Nominating Committees; 1994 63 100
President, The Council on Foreign Relations (1993-Present);
Columnist (1991-1993), Deputy Editorial Page Editor
(1986-1990) and Editor, Op-Ed Page (1988-1990),
The New York Times; Board Member, Britannica.com
(2000-Present).
Luis Rubio, Member of Audit and Nominating Committees; 1999 45 0
President, Centro de Investigacion para el Desarrollo, A.C.
(Center of Research and Development) (1981-Present);
frequent contributor of op-ed pieces to The Los Angeles Times
and The Wall Street Journal.
Director serving until the year 2003
Annual Meeting of Stockholders
Jeswald W. Salacuse, Member of Audit Committee; 1993 62 312
Chairman of Nominating Committee; Henry J. Braker
Professor of Commercial Law, The Fletcher School of
Law & Diplomacy (1990-Present); Dean, The Fletcher
School of Law & Diplomacy, Tufts University (1986-1994).
</TABLE>
-----------------
(A) The holdings of no director represented more than 1% of the outstanding
shares of the Fund. Each director has sole voting and investment power
with respect to the listed shares.
Each of Messrs. Barber, Gelb, Rubio, Salacuse and Singer serves as a
director of certain other U.S. registered investment companies, as described
below. Mr. Barber is a director of one other registered investment company
advised by Advantage, four registered investment companies advised by CIBC
Oppenheimer Advisers, L.L.C. ("CIBC Advisers"), an affiliate of Advantage and
six registered investment companies co-advised by PIMCO Advisors L.P. ("PIMCO
Advisors") and Salomon Brothers Asset Management Inc. ("SBAM"). Mr. Gelb is a
director of one other registered investment company advised by Advantage, six
other registered investment companies co-advised by PIMCO Advisors and SBAM and
one other registered investment company advised by CIBC Advisers and TDA Capital
Partners. Mr. Rubio is a director of one other registered investment company
advised by Advantage and four registered investment companies advised by CIBC
Advisers. Mr. Salacuse is a director of one other registered investment company
advised by Advantage, six other registered investment companies co-advised by
PIMCO Advisors and SBAM, four other registered investment companies advised by
SBAM, one other registered investment company advised by PIMCO Advisors and one
other registered investment company advised by CIBC Advisers. Mr. Singer is a
director of one other registered investment company advised by Advantage and
seven other registered investment companies advised by CIBC Advisers.
At January 2, 2001, directors and officers of the Fund as a group owned
beneficially less than 1% of the outstanding shares of the Fund.
3
<PAGE>
The following table sets forth the beneficial ownership of shares of the
Fund, at January 2, 2001 by each person known to the Fund to be deemed to be the
beneficial owner of more than 5% of the outstanding shares of the Fund.
<TABLE>
<CAPTION>
Number of Shares
Name of Beneficial Owner Beneficially Owned Percent Ownership
----------------------------------------------------------------------------------------------------
<S> <C> <C>
President and Fellows of Harvard College (1) 4,363,002 21.3%
c/o Harvard Management Company, Inc.
600 Atlantic Avenue
Boston, MA 02210
City of London Investment Group PLC (2) 2,250,790 10.97%
10 Eastcheap
London EC3M ILX
England
FMR Corp. (3) 1,569,900 7.652%
82 Devonshire Street
Boston, MA 02109
</TABLE>
-----------------
(1) Based solely upon information presented in Schedule 13G, providing
information as of December 11, 2000, filed by the President and Fellows of
Harvard College, which reports sole voting and dispositive power as to all
such shares.
(2) Based solely upon information presented in Schedule 13G, providing
information as of December 31, 1999, filed by City of London Investment
Group PLC ("City of London PLC"), which reports sole voting and
dispositive power as to all such shares. According to the Schedule 13G
filed by City of London PLC, such shares were acquired by its wholly-owned
subsidiaries, City of London Unit Trust Managers Limited and City of
London Investment Management Company Limited, which has filed its own
Schedule 13G that indicates that as of December 31, 2000 it beneficially
owns 1,997,690 of the shares listed in City of London PLC's Schedule 13G.
(3) Based solely upon information presented in Schedule 13G, providing
information as of February 11, 2000, jointly filed by FMR Corp. ("FMR"),
Edward C. Johnson 3d and Abigail P. Johnson, which reports sole voting
power as to such shares. According to the Schedule 13G, 1,553,700 of such
shares are beneficially owned by Fidelity Management & Research Company, a
wholly-owned subsidiary of FMR, as a result of acting as investment
adviser to various investment companies and 16,200 shares are beneficially
owned by Fidelity Management Trust Company, a wholly-owned subsidiary of
FMR, as a result serving as investment manager to institutional accounts.
In addition, at January 2, 2001, Cede & Co., a nominee for participants in
The Depository Trust Company, held of record 19,547,879 shares, equal to 99.3%
of the outstanding shares of the Fund.
The executive officers of the Fund are chosen each year at the first
meeting of the Board of Directors of the Fund following the Annual Meeting of
Stockholders, to hold office until the meeting of the Board following the next
Annual Meeting of Stockholders and until their successors are chosen and
qualified. In addition to Mr. Singer, the current executive officers of the Fund
are:
Name Office Age Officer Since
--------------------------------------------------------------
Bryan McKigney President 42 1999
and Secretary
Alan A. Kaye Treasurer 49 1999
Mr. McKigney is Managing Director, CIBC World Markets Corp. ("CIBC World
Markets") (2000-Present). Mr. McKigney previously served as Executive Director,
CIBC World Markets (1993-2000), Vice President and Division Executive, Head of
Derivative Operations, Chase Manhattan Bank (1986-1993); Assistant Vice
President, Securities and Commodity Operations, Chase Manhattan Bank
(1981-1985). Mr. Kaye is Executive Director of CIBC World Markets (1995-
4
<PAGE>
Present). Mr. Kaye previously served as Vice President of Oppenheimer & Co.,
Inc. (1986-1994). Messrs. Singer, McKigney and Kaye also serve as officers of
various other registered investment companies advised by Advantage.
The Fund's Audit Committee is composed entirely of Directors who are not
"interested persons" of the Fund or of Advantage or its affiliates within the
meaning of the 1940 Act, and who are "independent" as defined in the New York
Stock Exchange listing standards. Currently, Messrs. Barber, Gelb, Rubio and
Salacuse are members of the Audit Committee. The Audit Committee convened three
times during the fiscal year ended October 31, 2000. The principal functions of
the Audit Committee are to recommend to the Board the appointment of the Fund's
independent accountants, to review with the independent accountants the scope,
performance and anticipated cost of their audit and to receive and consider a
report from the independent accountants concerning their conduct of the audit,
including the form of the opinion proposed to be rendered and any comments or
recommendations the independent accountants might want to make in that
connection. The Fund adopted an Audit Committee Charter in February 2000, which
was subsequently amended in May 2000. A copy of the Audit Committee Charter is
attached to this Proxy Statement as Exhibit A.
The Audit Committee has received written disclosures and the letter
required by Independence Standards Board Standard No. 1 from
PricewaterhouseCoopers LLP ("PwC"), the Fund's independent accountants, and has
discussed with PwC its independence. The Audit Committee has also reviewed and
discussed the audited financial statements with Fund management and PwC, and
discussed certain matters with PwC required to be discussed by Statements on
Auditing Standards No. 61. Based on the foregoing, the Audit Committee
recommended to the Board of Directors that the Fund's audited financial
statements be included in the Fund's Annual Report for the fiscal year ended
October 31, 2000.
The Fund's Nominating Committee, whose principal function is to recommend
nominees for election as directors of the Fund, is composed of Messrs. Barber,
Gelb, Rubio and Salacuse. This Committee held one meeting during the fiscal year
ended October 31, 2000. The Nominating Committee will accept nominations for the
office of director made by the stockholders in a written request addressed to
the Secretary of the Fund which includes biographical data and sets forth the
qualifications of the proposed nominee. The Fund has no compensation committee.
During the fiscal year ended October 31, 2000, the Board of Directors met
six times. Each director attended at least 75% of the meetings of the Board or
the committee of the Board on which he served.
Under the federal securities laws, the Fund is required to provide to
stockholders in connection with the Annual Meeting information regarding
compensation paid to directors by the Fund as well as by the various other U.S.
registered investment companies advised by Advantage or an affiliate of
Advantage during the Fund's prior fiscal year. The following table provides
information concerning the approximate compensation paid during the fiscal year
ended October 31, 2000 to each director of the Fund. No remuneration was paid
during the fiscal year ended October 31, 2000 by the Fund to Mr. Singer who, as
an officer or employee of Advantage and CIBC World Markets, is an "interested
person" as defined under the 1940 Act. Please note that the Fund does not
provide any pension or retirement benefits to directors.
5
<PAGE>
<TABLE>
<CAPTION>
Total Compensation
Aggregate from Other Funds Total Compensation
Compensation Advised by from Fund
Name of Director from Fund Advantage and Fund Complex
---------------- ------------- ------------------ ------------------
<S> <C> <C> <C>
Directorships (A) Directorships (A)
Leslie H. Gelb $6,500 $ 7,200(1) $13,700(2)
Jeswald W. Salacuse $8,550 $ 7,300(1) $16,050(3)
Charles F. Barber $8,750 $ 7,600(1) $35,780(6)
Luis Rubio $9,150 $10,950(2) $48,672(7)
</TABLE>
-----------------
(A) The numbers in parentheses indicate the applicable number of investment
company directorships held by that director.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(h) of
the 1940 Act in combination require the Fund's directors and officers, persons
who own more than ten percent of the Fund's Common Stock, Advantage and its
directors and officers, to file reports of ownership and changes in ownership of
the Fund's securities with the Securities and Exchange Commission and the New
York Stock Exchange, Inc. The Fund believes that the Fund's directors and
officers, and Advantage and its directors and officers have complied with
applicable filing requirements during the fiscal year ended October 31, 2000.
Required Vote
Directors are elected by a plurality of the votes cast by the holders of
shares of Common Stock of the Fund present in person or represented by proxy at
a meeting with a quorum present. For purposes of the election of directors,
abstentions and broker non-votes will not be considered votes cast, and do not
affect the plurality vote required for directors.
THE DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, UNANIMOUSLY
RECOMMEND THAT THE STOCKHOLDERS VOTE "FOR" EACH OF THE NOMINEES FOR DIRECTOR.
PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors of the Fund has selected PricewaterhouseCoopers LLP
or PwC as independent accountants of the Fund for the year ending October 31,
2001. The appointment of independent accountants is approved annually by the
Board of Directors and is subsequently submitted to the stockholders for
ratification. A representative of PwC will be available at the meeting to answer
appropriate questions and will have an opportunity to make a statement if he or
she chooses to do so.
THE DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, UNANIMOUSLY
RECOMMEND THAT THE STOCKHOLDERS VOTE "FOR" RATIFICATION OF THE SELECTION OF
INDEPENDENT ACCOUNTANTS.
6
<PAGE>
Required Vote
Ratification of the selection of PwC as independent accountants of the
Fund requires the affirmative vote of the holders of a majority of the votes
cast by holders of shares of Common Stock of the Fund present in person or
represented by proxy at the Annual Meeting with a quorum present. For purposes
of this proposal, abstentions and broker non-votes will not be considered votes
cast for the foregoing purpose.
ADDITIONAL INFORMATION
CIBC World Markets serves as the Fund's administrator. The address of CIBC
World Markets is One World Financial Center, 200 Liberty Street, New York, New
York 10281. CIBC World Markets subcontracts certain of its responsibilities to
PFPC Inc. The address of PFPC Inc. is 400 Bellevue Parkway, Wilmington, Delaware
19809.
OTHER BUSINESS
The Board of Directors of the Fund does not know of any other matter which
may come before the Annual Meeting. If any other matter properly comes before
the Annual Meeting, it is the intention of the persons named in the proxy to
vote the proxies in accordance with their judgment on that matter.
PROPOSALS TO BE SUBMITTED BY STOCKHOLDERS
All proposals by stockholders of the Fund which are intended to be
presented at the Fund's next Annual Meeting of Stockholders, to be held in 2002,
must be received by the Fund (addressed to The Asia Tigers Fund, Inc., One World
Financial Center, 200 Liberty Street, New York, New York 10281) for inclusion in
the Fund's proxy statement and proxy relating to that meeting no later than
September 14, 2001. Any stockholder who desires to bring a proposal at the
Fund's year 2002 Annual Meeting of Stockholders without including such proposal
in the Fund's proxy statement must deliver written notice thereof to the
Secretary or Assistant Secretary of the Fund (addressed to The Asia Tigers Fund,
Inc., One World Financial Center, 200 Liberty Street, New York, New York 10281)
during the thirty-day period from October 19, 2001 to November 18, 2001.
EXPENSES OF PROXY SOLICITATION
The costs of preparing, assembling and mailing material in connection with
this solicitation of proxies will be borne by the Fund. Proxies may also be
solicited personally by officers of the Fund and by regular employees of
Advantage and CIBC World Markets or their respective affiliates, or other
representatives of the Fund or by telephone or telegraph, in addition to the use
of mails. Brokerage houses, banks and other fiduciaries may be requested to
forward proxy solicitation material to their principals to obtain authorization
for the execution of proxies, and they will be reimbursed by the Fund for
out-of-pocket expenses incurred in this connection.
January 12, 2001
7
<PAGE>
Exhibit A
The Asia Tigers Fund, Inc.
AUDIT COMMITTEE CHARTER
Statement of Policy
The Audit Committee shall oversee the Fund's accounting and financial
reporting policies and practices and its internal controls. The Audit Committee
shall oversee the quality and objectivity of the Fund's financial statements and
the independent audit of the financial statements. The Audit Committee shall
also act as a liaison between the Fund's independent accountants and the Board
of Directors.
The Audit Committee's role is limited to oversight. Fund management is
responsible for Fund accounting and internal control systems, and the
independent accountants are responsible for conducting a proper audit of the
Fund's financial statements. The independent accountants are ultimately
accountable to the Fund's Board of Directors and the Audit Committee.
Membership
The Audit Committee shall be comprised of as many directors as the Board
of Directors shall determine, but in any event no less than three. No member
shall be an "interested person" of the Fund, as defined in Section 2(a)(19) of
the Investment Company Act of 1940, as amended. In addition, each member of the
Audit Committee shall also meet the requirements of being "Independent," as
defined in the New York Stock Exchange Listed Company Manual ss. 303.01, and
shall be free of any relationship that, in the judgment of the Board of
Directors, may interfere with the exercise of his or her independent judgment.
Each member of the Audit Committee shall be financially literate, as such
qualification is interpreted by the Fund's Board of Directors in its business
judgment under the NYSE listing requirements.
At least one member of the Audit Committee must have accounting or related
financial management expertise, as the Board of Directors interprets such
qualification in its business judgment under the NYSE listing requirements.
Responsibilities and Duties
The Audit Committee policies and procedures shall remain flexible to
facilitate the Audit Committee's ability to react to changing conditions and to
generally discharge its functions. The following responsibilities describe areas
of attention in broad terms.
8
<PAGE>
The Audit Committee shall:
1. Recommend the selection, retention or termination of the Fund's
independent accountants based on an evaluation of their independence and the
nature and performance of the audit and other services. The Audit Committee and
the Board of Directors have the ultimate authority and responsibility to select,
evaluate and, where appropriate, replace the outside auditor (or to nominate the
outside auditor to be proposed for shareholder approval in any proxy statement).
2. Receive on a periodic basis formal written disclosures and letters from
the independent accountants as required by the Independence Standards Board
Standard No. 1.(1)
3. Engage in a dialogue with the independent accountants and the Board of
Directors concerning any relationships between the independent accountants and
the Fund or any other relationships that might adversely affect the objectivity
and independence of the independent accountants.
4. Review the fees charged by the independent accountants for audit and
other services.
5. Review with the independent accountants arrangements for and the scope
of the annual audit and any special audits including the form of any opinion
proposed to be rendered to the Board of Directors and stockholders.
6. Review with management and the independent accountants the annual
financial statements, including a discussion with the independent accountants of
matters required by Statement of Accounting Standards No. 61.(2)
7. Discuss with the independent accountants any matters of concern
relating to the Fund's financial statements.
8. Consider with the independent accountants their comments on the Fund's
accounting and financial reporting policies, practices and internal controls and
management's responses thereto, including the effect on the Fund of any
recommendation of changes in accounting principles or practices by management or
the independent accountants.
9. Investigate any improprieties or suspected improprieties in the Fund's
financial and accounting operations.
-----------------
(1) ISB Standard No. 1 generally requires, among other things, that an auditor
(i) disclose to the Audit Committee, in writing, all relationships between
the auditor and its related entities and the company and its related
entities that in the auditor's professional judgment may reasonably be
thought to bear on independence; (ii) confirm in the letter that, in its
professional judgment, it is independent of the company within the meaning
of the Securities Act of 1933, as amended and the Securities Exchange Act
of 1934; and (iii) discuss the auditor's independence with the audit
committee.
(2) SAS No. 61 ("Communication with Audit Committees") requires independent
auditors to inform the audit committee of certain matters, including among
others, (i) methods used to account for significant unusual transactions,
(ii) the process used by management in formulating sensitive accounting
estimates on the basis of the auditors' conclusion as to the
reasonableness of those estimates and (iii) disagreements with management
over the application of accounting principles.
9
<PAGE>
10. Provide a report in the Fund's proxy statement disclosing whether the
Audit Committee has fulfilled the duties set forth above in items #2, #3 and #6.
11. Provide a statement whether, based on its review of the Fund's audited
financial statements, the Audit Committee recommends to the Board of Directors
that the audited financial statements be included in the Fund's Annual Report.
12. Report to the Board of Directors regularly on the Audit Committee's
activities and make any necessary recommendations as to the Fund's accounting
and financial reporting policies, practices and its internal controls.
13. Review and reassess the adequacy of this Charter at least annually and
recommend any changes to the Board of Directors.
14. Review with counsel legal and regulatory matters that have a material
impact on the Fund's financial and accounting reporting policies, practices or
its internal controls.
15. Perform such other functions consistent with this Charter, the Fund's
By-laws and governing law, as the Audit Committee or the Board of Directors
deems necessary or appropriate.
Meetings
The Audit Committee shall meet at least once annually with the independent
accountants (outside the presence of Fund management) and at least once annually
with the representatives of Fund management responsible for the financial and
accounting operations of the Fund. The Audit Committee shall hold special
meetings when and if circumstances require.
Outside Resources and Assistance from Management
The appropriate officers of the Fund shall provide or arrange to provide
such information, data and services as the Audit Committee may request. The
Audit Committee shall have the authority to discharge its responsibility,
including the authority to retain counsel and other experts and consultants
whose expertise would be considered helpful to the Audit Committee at the
expense of the Fund.
Dated: May 2000
10
<PAGE>
Votes MUST be
|X| indicated (x) in
Black or Blue ink.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND
2 (including all nominees for Director).
1. Election of Directors.
Nominees (Class III) to serve until the year 2004 Annual Meeting:
(01) Charles F. Barber; (02) Howard M. Singer
FOR |_| WITHHOLD AUTHORITY |_|
the nominees to vote for the nominees
listed above listed above
|_| __________________________________________________________________________
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided above.)
2. The ratification of the selection of PricewaterhouseCoopers LLP as the
independent accountants of the Fund for the year ending October 31, 2001.
FOR AGAINST ABSTAIN
|_| |_| |_|
3. The persons named as proxies are authorized to vote in their discretion on
any other business as may properly come before the Meeting.
4. Please mark the box at right if you plan to attend. |_|
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.
Please Sign, Date and Return the Proxy Promptly Using the Enclosed Envelope.
Signature: ______________________________________ Date: ________________________
Signature: ______________________________________ Date: ________________________
<PAGE>
THE ASIA TIGERS FUND, INC.
ANNUAL MEETING OF STOCKHOLDERS - FEBRUARY 16, 2001
This Proxy is Solicited on Behalf of the Directors
The undersigned hereby appoints Bryan McKigney, Barbara Pires, William
Fink, and each of them, attorneys and proxies for the undersigned, with full
power of substitution and revocation, to represent the undersigned at the Annual
Meeting of Stockholders of the Fund to be held at One World Financial Center,
New York, New York 10281 on Friday, February 16, 2001, at 10:00 a.m., and at any
adjournments thereof, upon the matters set forth in the Notice of Meeting and
Proxy Statement dated January 12, 2001 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 (including the nominees for Director). Please refer to the Proxy
Statement for a discussion of the Proposals.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
___________________________________ ______________________________
___________________________________ ______________________________
___________________________________ ______________________________
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SEE REVERSE (Continued, and to be signed and dated, SEE REVERSE
SIDE on the reverse side.) SIDE
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