<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
SCHRODER ASIAN GROWTH FUND, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
-----------------------------------------------------------------------
(4) Date Filed:
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<PAGE>
SCHRODER ASIAN GROWTH FUND, INC.
787 SEVENTH AVENUE
NEW YORK, NEW YORK 10019
NOTICE OF 1997 ANNUAL MEETING OF STOCKHOLDERS
JUNE 3, 1997
TO THE STOCKHOLDERS OF
SCHRODER ASIAN GROWTH FUND, INC.:
Notice is hereby given that the 1997 Annual Meeting of Stockholders (the
"Meeting") of Schroder Asian Growth Fund, Inc., a Maryland corporation (the
"Fund"), will be held at 787 Seventh Avenue, Fourth Floor Auditorium, New York,
New York 10019, on Tuesday, June 3, 1997, at 2:30 p.m. for the following
purposes:
(1) To elect one director of the Fund to hold office until the 1998
Annual Meeting of Stockholders and until her successor is elected and
qualifies; and to elect two directors of the Fund to hold office until the
2000 Annual Meeting of Stockholders and until their respective successors
are elected and qualify;
(2) To consider and act upon a proposal to ratify the selection of
Coopers & Lybrand L.L.P. as independent accountants of the Fund for its
fiscal year ending October 31, 1997; and
(3) To transact such other business as may properly come before the
Meeting or any adjournment or postponement thereof.
The Board of Directors of the Fund has fixed the close of business on April
8, 1997, as the record date for the determination of stockholders entitled to
notice of and to vote at the Meeting and at any adjournment or postponement
thereof.
You are cordially invited to attend the Meeting. Stockholders who do not
expect to attend the Meeting in person are requested to complete, date and sign
the enclosed form of proxy and return it promptly in the envelope provided for
that purpose. Your vote is important. The enclosed proxy is being solicited on
behalf of the Board of Directors of the Fund.
By Order of the Board of Directors
[LOGO]
Margaret H. Douglas-Hamilton
Secretary
New York, New York
Dated: April 17, 1997
<PAGE>
[THIS PAGE INTENTIALLY LEFT BLANK.]
<PAGE>
PROXY STATEMENT
SCHRODER ASIAN GROWTH FUND, INC.
787 SEVENTH AVENUE
NEW YORK, NEW YORK 10019
1997 ANNUAL MEETING OF STOCKHOLDERS
JUNE 3, 1997
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Schroder Asian Growth Fund, Inc.,
a Maryland corporation (the "Fund"), to be voted at the 1997 Annual Meeting of
Stockholders of the Fund (the "Meeting"), to be held at 787 Seventh Avenue,
Fourth Floor Auditorium, New York, New York 10019, on Tuesday, June 3, 1997, at
2:30 p.m. The approximate mailing date of this Proxy Statement is April 17,
1997.
The Board of Directors of the Fund knows of no business other than that
mentioned in Items 1 and 2 of the Notice of Meeting which will be presented for
consideration at the Meeting. If any other matter is properly presented, it is
the intention of the persons named in the enclosed proxy to vote in their
discretion in accordance with their best judgment.
Pursuant to the terms and conditions set forth in the Fund's Offer to
Purchase dated February 19, 1997, the Fund repurchased 3,500,000 of its shares
through a tender offer conducted during the first calendar quarter of 1997,
leaving 16,107,100 shares issued and outstanding. Following the expiration of
the tender offer on March 20, 1997, the Board of Directors determined,
consistent with its obligations as set forth in the Fund's prospectus dated
December 22, 1993, that it would be appropriate to take steps to give
stockholders the opportunity to vote on possible alternatives to annual tender
offers as a means of addressing the shares' market price discount to net asset
value, including the option of converting to open-end status. Subsequent to the
Meeting, the Board of Directors will convene to consider what specific proposals
will be put before the stockholders early in the third quarter of 1997.
Accordingly, no further information about the proposals will be available until
after such meeting of the Board. Proxy materials relating to such special
meeting will be distributed separately to stockholders.
All properly executed proxies received prior to the Meeting will be voted at
the Meeting in accordance with the instructions marked thereon or otherwise as
provided therein. In the absence of instructions to the contrary, proxies will
be voted as recommended by the Board of Directors. Any proxy may be revoked at
any time prior to the exercise thereof by giving written notice to the Secretary
of the Fund at the Fund's address indicated above, by properly executing and
delivering a later dated proxy, or by voting in person at the Meeting.
The Board of Directors has fixed the close of business on April 8, 1997, as
the record date for the determination of stockholders entitled to notice of and
to vote at the Meeting and at any adjournment or postponement thereof.
Stockholders will be entitled to one vote for each share of
<PAGE>
Common Stock, par value $0.01 per share ("Common Stock"), held on the record
date, on each matter submitted to a vote at the Meeting, with no shares having
cumulative voting rights.
As of April 8, 1997, the Fund had outstanding 16,107,100 shares of Common
Stock. To the knowledge of the management of the Fund, no person owned
beneficially more than 5% of the Fund's outstanding shares of Common Stock at
such date.
ELECTION OF DIRECTORS
In the absence of contrary instructions, the persons named on the enclosed
proxy card intend to vote all proxies (a) for the nominee listed below as a
Class III director of the Fund to serve until the 1998 Annual Meeting of
Stockholders and until her successor is elected and qualifies, and (b) for the
election of the two nominees listed below as Class II directors of the Fund to
serve until the 2000 Annual Meeting of Stockholders and until their respective
successors are elected and qualify. The Board of Directors of the Fund knows of
no reason why any of these nominees will be unable to serve, but in any event of
such unavailability, the proxies received will be voted for such substitute
nominees as the Board of Directors may recommend.
The Board of Directors is divided into three classes. Peter E. Guernsey and
I. Peter Sedgwick serve as Class I directors for terms expiring at the 1999
Annual Meeting of Stockholders. John I. Howell and David M. Salisbury serve as
Class II directors for terms expiring at the 1997 Annual Meeting of Stockholders
and each has been nominated to serve for a further three-year term expiring at
the 2000 Annual Meeting of Stockholders. William L. Means and Madelon DeVoe
Talley serve as Class III directors for terms expiring at the 1998 Annual
Meeting of Stockholders. Effective January 15, 1997, Laura E. Luckyn-Malone
resigned as President and a Class III director of the Fund. On January 16, 1997,
the remaining directors, including a nominating committee comprised of all of
the directors who are not "interested persons" of the Fund as defined by the
Investment Company Act of 1940, as amended (the "1940 Act"), elected Louise
Croset to fill such vacancies in the office of President and as a Class III
director. Accordingly, Ms. Croset has been nominated to serve as a Class III
director for the balance of Ms. Luckyn-Malone's term, until the 1998 Annual
Meeting of Stockholders and until her successor is elected and qualifies. The
directors each serve for their elected terms and until their respective
successors are elected and qualify.
At each Annual Meeting of Stockholders, the directors chosen to succeed
those whose terms are expiring shall be identified as being of the same class as
the directors whom they succeed and shall be elected to serve until the third
succeeding Annual Meeting of Stockholders subsequent to their election and until
their successors are elected and qualify.
The election of each person nominated as a director requires the vote of a
plurality of all the votes cast at a meeting of the stockholders duly called and
at which a quorum is present. Each share of Common Stock may be voted for as
many individuals as there are directors to be elected.
2
<PAGE>
Abstentions will be counted toward the presence of a quorum but will not count
as votes cast and therefore will have no effect on the result of the vote. THE
BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR EACH NOMINEE.
The following table sets forth certain information concerning the directors
of the Fund who have been nominated to continue to serve as Class II or, as
relevant, Class III directors of the Fund. Unless otherwise noted, each of the
nominees has engaged in the principal occupations listed in the following table
for more than five years, but not necessarily in the same capacity.
NOMINEES
A. Nominee to serve as Class III director until the 1998 Annual Meeting of
Stockholders:
<TABLE>
<CAPTION>
DIRECTOR OF
THE SHARES OF
FUND (WHICH COMMON STOCK
COMMENCED OF THE FUND
OPERATIONS BENEFICIALLY
NAME, AGE AND ADDRESS PRINCIPAL OCCUPATIONS AND 12/31/93) OWNED AT
OF NOMINEE PUBLIC DIRECTORSHIPS SINCE APRIL 8, 1997
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------
Louise Croset*, 41 First Vice President and Director, Schroder 1/16/97 None
(1), (4) Capital Management International Inc.; First Vice
President and Director, Schroder Capital
Management International Ltd.; 1987-1993, Vice
President, Wellington Management Co.
</TABLE>
B. Nominees to serve as Class II directors until the 2000 Annual Meeting of
Stockholders:
<TABLE>
<CAPTION>
DIRECTOR OF
THE SHARES OF
FUND (WHICH COMMON STOCK
COMMENCED OF THE FUND
OPERATIONS BENEFICIALLY
NAME, AGE AND ADDRESS PRINCIPAL OCCUPATIONS AND 12/31/93) OWNED AT
OF NOMINEE PUBLIC DIRECTORSHIPS SINCE APRIL 8, 1997
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------
John I. Howell, 80 Trustee, Schroder Capital Funds, Schroder Capital 11/16/93 1,000
(2), (3) Funds (Delaware) and Schroder Capital Funds II;
Honorary Director, American International Group;
Director, American International Life Assurance
Company of New York; since 1996, Trustee,
Schroder Series Trust (formerly WSIS Series
Trust); private consultant since 1987.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
DIRECTOR OF
THE SHARES OF
FUND (WHICH COMMON STOCK
COMMENCED OF THE FUND
OPERATIONS BENEFICIALLY
NAME, AGE AND ADDRESS PRINCIPAL OCCUPATIONS AND 12/31/93) OWNED AT
OF NOMINEE PUBLIC DIRECTORSHIPS SINCE APRIL 8, 1997
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
David M. Salisbury*, 45 Vice Chairman of the Fund; Chairman, Chief 11/5/93 1,650
(1), (4) Executive and Director, Schroder Capital
Management International Inc. and Schroder
Capital Management International Ltd.; Director
and Chairman, Schroder Investment Management Ltd.
(Joint Chief Executive 1995-1996); Director,
Schroder Capital Management Inc. (Chairman
1995-1997); Director of various offshore
investment funds for which an affiliate of
Schroders plc serves as investment manager; since
1996, Director, Schroder Incorporated (investment
adviser) and Schroder Investment Management
(Japan) Ltd.; since 1995, Director, Schroder
Investment Management (Europe) Ltd.; 1989-1996,
Director, Dimensional Fund Advisors Inc.
(investment adviser) and DFA Securities, Inc.
(broker-dealer).
</TABLE>
CONTINUING DIRECTORS
The following table sets forth certain information regarding the Class I and
Class III directors, whose terms continue, in the case of the Class I directors,
until the 1999 Annual Meeting of Stockholders and, in the case of the Class III
directors (other than Ms. Croset), until the 1998 Annual Meeting of
Stockholders.
4
<PAGE>
CLASS I
<TABLE>
<CAPTION>
DIRECTOR OF
THE SHARES OF
FUND (WHICH COMMON STOCK
COMMENCED OF THE FUND
OPERATIONS BENEFICIALLY
NAME, AGE AND ADDRESS PRINCIPAL OCCUPATIONS AND 12/31/93) OWNED AT
OF DIRECTOR PUBLIC DIRECTORSHIPS SINCE APRIL 8, 1997
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------
Peter E. Guernsey, 75 Trustee, Schroder Capital Funds, Schroder Capital 11/16/93 None
(2), (3) Funds (Delaware) and Schroder Capital Funds II;
since 1986, insurance consultant; prior thereto,
Senior Vice President, Marsh & McLennan, Inc.
(insurance brokers).
I. Peter Sedgwick*, 61 Chairman of the Fund; Director and Chairman, 11/5/93 1,680
(5) Schroder Wertheim & Co. Inc.; since 1996,
President and Chief Executive Officer of
Schroders Incorporated, Chairman, Schroder
Securities Limited; since 1995, Vice Chairman,
Schroders plc, Chairman, Schroder International
Limited, and Non-Executive Director, Singleton
Birch Limited; since 1994, Non-Executive Chair-
man, Severn Trent MIS Trustees Limited and Severn
Trent WPS Trustees Limited; since 1992, Chairman,
New City and Commercial Investment Trust plc;
since 1991, Director, The Equitable Life
Assurance Society, and Non-Executive Director,
INVESCO Blue Chip Trust plc; 1984-1995, Director,
Schroder Capital Management International Inc.
(Chairman 1987-1995, Chief Executive 1982-1987);
1985-1996, Director, Schroder Investment
Management Ltd. (Chief Executive 1985-1994);
1989-1995, Chairman and Director, Schroder
Capital Management International Ltd., and
Director, Church, Charity & Local Authority Fund
Managers (investment advisers); Director, various
offshore investment funds for which an affiliate
of Schroders plc serves as investment manager.
</TABLE>
5
<PAGE>
CLASS III
<TABLE>
<CAPTION>
DIRECTOR OF
THE SHARES OF
FUND (WHICH COMMON STOCK
COMMENCED OF THE FUND
OPERATIONS BENEFICIALLY
NAME, AGE AND ADDRESS PRINCIPAL OCCUPATIONS AND 12/31/93) OWNED AT
OF DIRECTOR PUBLIC DIRECTORSHIPS SINCE APRIL 8, 1997
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------
William L. Means, 60 1983-1994, Chief Investment Officer, Alaska 2/10/95 1,000
(2), (3) Permanent Fund Corporation; 1973-1983, Investment
Officer, State of Alaska, Department of Revenue,
Treasury Division; 1960-1973, Security Pacific
National Bank.
Madelon DeVoe Talley, Since 1986, Vice Chairman, W.P. Carey & Co. 11/16/93 1,000
65 (2), (3) (asset manager); since 1987, Board Member and
Trustee, Smith Barney Equity Funds, Income Funds
and Trak Fund (mutual funds); since 1990,
Director, Global Asset Management Funds, Inc.
(mutual fund); since 1993, Director, Alliance
Capital Management L.P. (investment adviser);
since 1994, Director, Laidlaw Covenant Fund
(mutual fund); since 1995, Commissioner, The Port
Authority of New York and New Jersey; since 1996,
Trustee, Schroder Series Trust (formerly WSIS
Series Trust); 1990-1996, Director, Biocraft
Laboratories (generic drugs); 1993-1996,
marketing consultant, Three Cities Research
(venture capital).
</TABLE>
- ------------------------
* "Interested person," as defined by Section 2(a)(19) of the Investment
Company Act of 1940, of the Fund.
(1) Director, officer, employee or stockholder of Schroder Capital Management
International Inc.
(2) Member of Audit Committee and Nominating Committee of the Board of
Directors.
(3) Address: c/o Schroder Asian Growth Fund, Inc., 787 Seventh Avenue, 34th
Floor, New York, New York 10019.
(4) Address: Schroder Capital Management International Inc., 33 Gutter Lane,
London, England EC2V 8AS.
(5) Address: Schroder Wertheim & Co., 787 Seventh Avenue, 5th Floor, New York,
New York 10019.
6
<PAGE>
COMMITTEE AND BOARD MEETINGS. The Board of Directors has a standing Audit
Committee and Nominating Committee, each of which consists of the directors who
are not "interested persons" of the Fund (the "Independent Directors") within
the meaning of the 1940 Act. The principal purpose of the Audit Committee is to
recommend to the Board of Directors the firm of independent accountants to
conduct the Fund's annual audit, as well as to review the scope of the annual
audit conducted by the Fund's independent accountants and the evaluation by such
accountants of the accounting procedures followed by the Fund. The principal
purpose of the Nominating Committee is to recommend proposed nominees to serve
as directors of the Fund.
The Nominating Committee does not presently consider nominees recommended by
stockholders. However, stockholders may nominate persons for election to the
Board of Directors at an annual meeting of the Fund by delivering proper and
timely notice thereof in writing to the Secretary of the Fund.
During the fiscal year ended October 31, 1996, the Board of Directors held
eight meetings. Each then-incumbent director, except for I. Peter Sedgwick,
attended at least 75% of the total number of meetings of the Board of Directors,
and each then-incumbent director attended at least 75% of the total number of
meetings of the committees on which they served. Louise Croset was elected to
the Board of Directors on January 16, 1997 to fill the vacancy created by the
resignation of Laura Luckyn-Malone, who resigned from the Board of Directors
effective January 15, 1997. During the fiscal year ended October 31, 1996, the
Audit Committee held three meetings and the Nominating Committee did not meet.
COMPENSATION OF DIRECTORS. Schroder Capital Management International Inc.
("SCMI"), the investment adviser to the Fund, pays all compensation of each
director of the Fund who is affiliated with SCMI or any of its affiliates,
including the Fund, except that the Fund bears the out-of-pocket expenses of
such directors to the extent that such expenses relate to attendance at meetings
of the Board of Directors of the Fund or any committees thereof. The Fund pays
each director not affiliated with SCMI an annual fee of $7,500 plus $500 per
meeting attended, together with such director's actual out-of-pocket expenses
relating to attendance at meetings. Such fees and expenses aggregated $59,932
for the fiscal year ended October 31, 1996.
7
<PAGE>
The following table sets forth, for the periods indicated, the compensation
paid by the Fund to its directors and certain officers and the aggregate
compensation paid by all investment companies managed or advised by SCMI to the
directors and such officers:
COMPENSATION TABLE
Fiscal Year Ended October 31, 1996
<TABLE>
<CAPTION>
PENSION OR TOTAL COMPENSATION
AGGREGATE RETIREMENT BENEFITS FROM FUND
COMPENSATION ACCRUED AS PART COMPLEX*
NAME FROM THE FUND OF FUND EXPENSES PAID TO DIRECTORS
- ------------------------------------------------ -------------- ------------------- ------------------
<S> <C> <C> <C>
Louise Croset+.................................. None None None
Peter E. Guernsey............................... $ 13,000 None $ 18,750
John I. Howell.................................. $ 13,000 None $ 21,500
Laura E. Luckyn-Malone+......................... None None None
William L. Means................................ $ 13,000 None $ 13,000
David M. Salisbury.............................. None None None
I. Peter Sedgwick............................... None None None
Madelon DeVoe Talley............................ $ 12,500 None $ 15,250
</TABLE>
- ------------------------
* In addition to the Fund, the "Fund Complex" includes (a) Schroder Capital
Funds, Schroder Capital Funds (Delaware) and Schroder Capital Funds II, and
their series funds, which are Schroder International Fund, Schroder U.S.
Equity Fund, Schroder U.S. Smaller Companies Fund, Schroder Emerging Markets
Fund Institutional Portfolio, Schroder International Smaller Companies Fund
and Schroder International Bond Portfolio, and (b) Schroders Series Trust
(which during the fiscal year ended October 31, 1996 was named the WSIS
Series Trust) and its series funds Schroder Equity Value Fund, Schroder
Small Capitalization Value Fund, Schroder High Yield Income Fund, Schroder
Investment Grade Income Fund, and Schroder Short-Term Investment Fund.
+ Ms. Luckyn-Malone resigned from the Board of Directors effective January 15,
1997; Ms. Croset was elected to the Board of Directors on January 16, 1997.
EXECUTIVE OFFICERS OF THE FUND. The following table sets forth certain
information concerning the executive officers of the Fund. Officers of the Fund
are elected and appointed by the Board of Directors of the Fund and hold office
until the next annual meeting of the Board of Directors and until such officers'
successors are elected and qualify.
8
<PAGE>
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
OF THE FUND
BENEFICIALLY
EXECUTIVE OWNED AT
NAME, AGE AND OFFICE PRINCIPAL OCCUPATIONS OFFICER APRIL 8,
WITH THE FUND DURING PAST FIVE YEARS SINCE 1997
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------
Heather F. Crighton, 30 Vice President, SCMI and Schroder Capital 6/23/94 None
Vice President Management International Ltd.; 1988-1992,
Portfolio Manager, Mercantile and General
Reinsurance Co.
Louise Croset, 41 First Vice President and Director, SCMI; 1/16/97 None
President and Director First Vice President and Director, Schroder
Capital Management International Ltd.;
1987-1993, Vice President, Wellington
Management Co.
Margaret H. Secretary, Senior Vice President and General 11/7/93 340
Douglas-Hamilton, 55 Counsel, Schroders Incorporated; Secretary,
Secretary SCMI, Schroder Fund Advisors Inc., Schroder
Structured Investments Inc., Schroder
Venture Managers Inc., and Boston Waterfront
Corp.; Vice President, Schroder Capital
Funds, Schroder Capital Funds (Delaware) and
Schroder Capital Funds II.
Robert Jackowitz, 30 Comptroller and Vice President, SCMI; Vice 11/7/93 None
Treasurer President and Assistant Treasurer, Schroders
Incorporated; Treasurer, Schroder Fund
Advisors Inc., Schroder Capital Funds,
Schroder Capital Funds (Delaware) and
Schroder Capital Funds II.
Catherine A. Mazza, 37 Since 1996, First Vice President, SCMI (Vice 1/16/97 None
Vice President and President since 1994); Vice President of
Assistant Secretary Schroder Capital Funds, Schroder Capital
Funds (Delaware) and Schroder Capital Funds
II; Vice President of Schroder Series Trust
(Clerk 1995-1996); President, Schroder Fund
Advisors Inc.; 1985-1994, Vice President,
Alliance Capital.
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
OF THE FUND
EXECUTIVE BENEFICIALLY
NAME, AGE AND OFFICE PRINCIPAL OCCUPATIONS OFFICER OWNED AT
WITH THE FUND DURING PAST FIVE YEARS SINCE APRIL 8, 1997
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------
Alexandra Poe, 36 Vice President, SCMI; Senior Vice 11/26/96 None
Assistant Secretary President and Fund Counsel,
Schroder Fund Advisors Inc.; Clerk,
Schroder Series Trust; Vice
President and Secretary, Schroder
Capital Funds, Schroder Capital
Funds (Delaware) and Schroder
Capital Funds II; 1994-1996,
Associate, Gordon Altman Butowsky
Weitzen Shalov & Wein; 1989-1994,
Citibank Global Asset Management.
Mark J. Smith, 35 Senior Vice President and Director, 11/7/93 None
Vice President SCMI and Schroder Capital
Management International Ltd.; Vice
President and Director, Schroder
Fund Advisors Inc.; Trustee and
President, Schroder Capital Funds,
Schroder Capital Funds (Delaware)
and Schroder Capital Funds II;
Deputy Group Operations Director,
Schroder Investment Management
Ltd.; Director, various offshore
investment funds for which an
affiliate of Schroders plc serves
as investment manager.
</TABLE>
At April 8, 1997, the directors and officers of the Fund as a group (12
persons) owned an aggregate of 6,670 shares, less than 1% of the outstanding
shares of Common Stock of the Fund.
SELECTION OF INDEPENDENT ACCOUNTANTS
On the recommendation of the Audit Committee, the Board of Directors of the
Fund and by separate action a majority of the Independent Directors have
unanimously selected the firm of Coopers & Lybrand L.L.P. ("Coopers & Lybrand")
as independent accountants to audit the
10
<PAGE>
financial statements of the Fund for the fiscal year ending October 31, 1997.
Such selection is subject to ratification or rejection by the stockholders of
the Fund. Unless a contrary specification is made, the accompanying proxy will
be voted for ratifying the selection of Coopers & Lybrand.
Representatives of Coopers & Lybrand are expected to be present at the
Meeting and will have the opportunity to make a statement if they desire to do
so. Such representatives will be available to respond to appropriate questions.
The Fund knows of no direct or indirect financial interest of Coopers &
Lybrand in the Fund. Coopers & Lybrand also serves as the independent
accountants for other funds advised by SCMI, as well as for SCMI and the other
subsidiaries of Schroders plc. The Board of Directors of the Fund considered the
fact that Coopers & Lybrand has been retained as the independent accountants for
these other entities in its evaluation of the ability of Coopers & Lybrand to
also function in that capacity for the Fund.
Ratification of the selection of independent accountants requires the
affirmative vote of a majority of all the votes cast at a meeting of the
stockholders duly called and at which a quorum is present. Abstentions will be
counted toward the presence of a quorum but will not count as votes cast and
therefore will have no effect on the result of the vote. THE BOARD OF DIRECTORS
RECOMMENDS THAT STOCKHOLDERS VOTE FOR RATIFICATION OF THE SELECTION OF COOPERS &
LYBRAND AS INDEPENDENT ACCOUNTANTS.
ADDITIONAL INFORMATION
The presence at the Meeting, in person or by proxy, of holders of shares of
Common Stock entitled to cast a majority of the votes entitled to be cast at the
Meeting constitutes a quorum for the transaction of business. Shares as to which
a valid proxy is signed and returned, including any proxies marked "Withhold" as
to the election of directors or "Abstain" as to any other matter, will be
counted as present for purposes of determining the existence of a quorum at the
Meeting. "Broker non-votes" with respect to shares of Common Stock are those
shares for which a valid proxy has been returned by a broker-dealer firm, as
record holder, without casting a vote on non-routine matters for which such firm
is not authorized to vote. However, because the matters described in Items 1 and
2 of the Notice of Meeting are routine, there can be no "broker non-votes" with
respect to these matters. If a broker-dealer firm returns a valid proxy but does
not vote or abstain, the shares are deemed present for purposes of determining
the existence of a quorum and the proxy may be voted in the proxy holders'
discretion in accordance with their best judgment.
In the absence of a quorum, the holders of a majority of shares entitled to
vote at the Meeting and present in person or by proxy or, if no stockholder
entitled to vote is present in person or by proxy, any officer present and
entitled to preside or act as secretary of the Meeting may adjourn the Meeting
SINE DIE or from time to time without further notice to a date not more than 120
days after April 8, 1997. Any business that might have been transacted at the
Meeting may be transacted at any such adjourned meeting at which a quorum is
present.
11
<PAGE>
The Fund expects that broker-dealer firms holding shares of the Fund in
"street name" for the benefit of their customers and clients will request the
instructions of such customers and clients on how to vote their shares on each
proposal before the Meeting. The Fund understands that, under the rules of the
New York Stock Exchange, such broker-dealers may, without instructions from
their customers and clients, grant authority to the proxies designated by the
Fund to vote on the items to be considered at the Meeting if no instructions
have been received prior to the date specified in the broker-dealer firm's
request for voting instructions. Certain broker-dealer firms may exercise
discretion over shares held in their name for which no instructions are received
by voting such shares in the same proportion as they have voted shares for which
they have received instructions.
While the Fund is a Maryland corporation, certain of its directors and
officers are non-residents of the United States and have all, or a substantial
part, of their assets located outside of the United States. As a result, it may
be difficult for U.S. investors to effect service of process upon such directors
or officers within the United States or effectively to enforce judgments of
courts of the United States predicated upon civil liabilities of such directors
or officers under the federal securities laws of the United States. In addition,
such civil remedies as are afforded by the federal securities laws of the United
States may not be enforceable in the United Kindgom, the residence of the
non-U.S. resident directors and officers of the Fund.
The Fund's investment adviser is Schroder Capital Management International
Inc., 787 Seventh Avenue, 34th Floor, New York, New York 10019. The Fund's
administrator is Princeton Administrators, L.P., 800 Scudders Mill Road,
Plainsboro, New Jersey 08536. The Fund's custodian is The Chase Manhattan Bank,
N.A., Global Custody Division, Chase MetroTech Center, Brooklyn, New York 11245.
The Fund's transfer agent is State Street Bank and Trust Company, 225 Franklin
Street, Boston, Massachusetts 02110.
The expense of preparing, printing and mailing the enclosed form of proxy
and accompanying Notice of Meeting and Proxy Statement will be borne by the
Fund. The Fund will reimburse banks, brokers and others for their reasonable
expenses in forwarding proxy solicitation material to the beneficial owners of
the shares of the Fund. In addition to the solicitation of proxies by mail,
proxies may be solicitated in person or by telephone. The Fund has retained at
is expense Tritech Services to perform certain proxy solicitation services in
respect of the Meeting, for a fee of $2,500, together with reimbursement of such
firm's expenses. The address of Tritech Services is Four Corporate Place,
Corporate Park 287, Piscataway, New Jersey 08854.
The Fund sends annual and quarterly reports to stockholders. THE FUND WILL
FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL REPORT AND SEMI-ANNUAL
REPORT SUCCEEDING SUCH ANNUAL REPORT, IF ANY, TO STOCKHOLDERS UPON REQUEST TO
THE FUND'S ADMINISTRATOR, PRINCETON ADMINISTRATORS, L.P., 800 SCUDDERS MILL
ROAD, PLAINSBORO, NEW JERSEY 08536 (OR CALL 1-800-688-0928).
12
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Pursuant to Section 30(f) of the 1940 Act, officers and directors of the
Fund and officers and directors of SCMI are required to file with the Securities
and Exchange Commission reports under Section 16 of the Securities Exchange Act
of 1934, as amended, with respect to their beneficial ownership of shares of
Common Stock of the Fund. Based solely upon a review of copies of such reports
received by it, for its fiscal year ended October 31, 1996, the Fund states that
a late filing of a Form 3 initial statement of beneficial ownership was made
with respect to the following persons, each of whom, to the knowledge of the
Fund, has made such filing and timely made all other required reports with
respect to their beneficial ownership of shares of Common Stock of the Fund:
Phillipa Gould, a Senior Vice President and director of SCMI since July 11,
1996, did not hold any shares of Common Stock at the time of her filing on Form
3. SCMI, the investment adviser to the Fund, acquired 7,100 shares of Common
Stock prior to the date of the Fund's initial public offering in order to
provide the required "seed" money for the Fund, and also filed a Form 3 to such
effect. The Fund believes that for such fiscal year all other required filings
were timely made.
PROPOSALS OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the next annual
meeting of stockholders of the Fund must be received by the Fund for inclusion
in its proxy statement and form of proxy relating to that meeting by December
18, 1997.
By Order of the Board of Directors
[LOGO]
Margaret H. Douglas-Hamilton
Secretary
New York, New York
Dated: April 17, 1997
13
<PAGE>
SCHRODER ASIAN GROWTH FUND, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
Annual Meeting of Stockholders - June 3, 1997
The undersigned stockholder of Schroder Asian Growth Fund, Inc., a Maryland
corporation (the "Fund"), hereby appoints Mr. David M. Salisbury and Mr. I.
Peter Sedgwick and each of them, as the proxies for the undersigned, with full
power of substitution in each of them, to attend the Annual Meeting of
Stockholders of the Fund to be held at 787 Seventh Avenue, Fourth Floor
Auditorium, New York, New York 10019, on June 3, 1997 at 2:30 p.m., Eastern
time, and any adjournment or postponement thereof and to cast on behalf of the
undersigned all votes that the undersigned is entitled to cast at such meeting
and otherwise to represent the undersigned at the meeting with all powers
possessed by the undersigned if personally present at the meeting. The
undersigned hereby acknowledges receipt of notice of the meeting and of the
accompanying Proxy Statement and revokes any proxy previously given with respect
to the meeting.
Unless otherwise specified in the squares provided, the undersigned's vote will
be cast FOR each numbered item listed on the reverse side.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ------------------------------- ------------------------------
- ------------------------------- ------------------------------
- ------------------------------- ------------------------------
<PAGE>
/x/ PLEASE MARK VOTES
AS IN THIS EXAMPLE
With- For All
1) The election of all nominees as Directors. For hold Except
/ / / / / /
Nominees:
Class II Directors (to serve until the 2000 Annual Meeting of
Stockholders):
John I. Howell, David M. Salisbury
Class III Director (to serve until the 1998 Annual Meeting of
Stockholders):
Louise Croset
If you do not wish your shares voted "FOR" a particular nominee, mark
the "For All Except" box and strike a line through that nominee's
name. Your shares will be voted for the remaining nominees.
2) Ratification of the selection of Coopers For Against Abstain
& Lybrand L.L.P. as independent accountants / / / / / /
for the fiscal year ending October 31, 1997.
3) The proxies are authorized to vote in their discretion in accordance
with their best judgment on any other business which may properly
come before the meeting or any adjournments or postponements thereof.
- ------------------------------------------------------------------------------
Please be sure to sign and date this Proxy. Please sign exactly as your name or
names appear on this Proxy. When signing as attorney, executor, administrator,
trustee, guardian, or officer, please give your full title as such.
-----------
Date
- ----------------------------------------------------
RECORD DATE SHARES:
Shareholder sign here Co-owner sign here
- ----------------------------------------------------
Mark box at right if comments or address change / /
have been noted on the reverse side of this card.
