<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))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-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:
-------------------------------------------------------------
<PAGE>
Schroder Asian Growth Fund, Inc.
787 Seventh Avenue, 34th Floor
New York, N.Y. 10019-6016
FOR IMMEDIATE RELEASE
Contact: Mary E. Kunkemueller
Catherine A. Mazza
Schroder Asian Growth Fund, Inc.
1-800-730-2932
SCHRODER ASIAN GROWTH FUND, INC.
RE-EXTENDS PERIOD FOR SHAREHOLDER ACTION
TO APPROVE OPEN-ENDING
New York, N.Y., October 1, 1997 -- Schroder Asian Growth Fund, Inc. (NYSE:
SHF) announced today that proxies representing more than 62% of the
holders of the Fund's outstanding shares voted in favor of the proposal to
open-end the Fund. Approval of the proposal to open-end the Fund requires the
favorable vote of two-thirds of the outstanding shares. Therefore, to
provide additional time to obtain the votes required, the Special Meeting of
Stockholders which re-convened today has again been adjourned until 8:30
a.m., October 24, 1997 at the offices of the Fund, 787 Seventh Avenue, 5th
Floor, New York, New York. Shareholder Communications Corporation, the
Fund's proxy solicitation agent, will continue its active efforts to reach
all of the Fund's stockholders who are entitled to vote and have not yet
voted.
In announcing the second adjournment, Mr. I. Peter Sedgwick, Chairman of the
Fund, stated, "The proposal needs favorable votes from an additional 677,657
shares, or about 4.2% of the total shares outstanding. We therefore urge
stockholders who favor open-ending the Fund but have not yet voted to vote
promptly to help us achieve this goal and avoid additional costs of further
solicitation."
Stockholders of record at the close of business on July 18, 1997 are entitled to
vote at the Special Meeting or any adjournment thereof. Stockholders who have
questions or need information can call Shareholder Communications Corporation
toll free at 1-800-733-8481 extension 484.
The Fund is a non-diversified closed-end U.S. registered investment company.
The Fund, with current assets of approximately $184 million, invests primarily
in equity securities of Asian companies.
2
<PAGE>
SCHRODER ASIAN GROWTH FUND, INC.
787 Seventh Avenue
New York, New York 10019
NOTICE: SPECIAL MEETING OF STOCKHOLDERS
TO BE ADJOURNED TO OCTOBER 24, 1997
Dear Stockholder:
Several weeks ago you were mailed proxy material for the Special Meeting of
Stockholders scheduled to be held on September 17, 1997. Due to inadequate
stockholder response, the meeting has been adjourned a second time, until
OCTOBER 24, 1997, in order to give you additional time to register your vote.
Contrary to many stockholders' belief, all votes are vital no matter how many
shares you hold and YOUR SHARES CANNOT BE REPRESENTED UNLESS WE RECEIVE VOTING
INSTRUCTIONS FROM YOU! In order for your shares to be represented, you need to
vote on or before FRIDAY, OCTOBER 24, 1997.
The main objective of the Special Meeting is to consider a proposal by the Board
of Directors to convert the Fund from a closed-end investment company to an
open-end investment company (the "Conversion"). The Fund is presently organized
as a closed-end fund with shares listed for trading on the New York Stock
Exchange. If the Fund converts to an open-end structure, stockholders will be
able to realize the value of their shares by redeeming them at net asset value
("NAV") so that there will not be any market price discount to NAV.
THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE CONVERSION AND STRONGLY
RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE APPROVAL OF THE OPEN-ENDING PROPOSAL.
There are two easy methods by which you can vote at the Special Meeting of
Stockholders to be held on October 24, 1997.
BY PHONE: Simply dial 1-800-733-8481, EXT. "484" between the hours of 9:00
a.m. and 11:00 p.m. Eastern Time.
BY MAIL: Return your executed proxy in the enclosed postage paid envelope.
We urge you to act promptly in order to allow the Fund to obtain a sufficient
number of votes at the Special Meeting, avoiding any further adjournments in
order to continue gathering votes.
Thank you for acting promptly.
3
<PAGE>
SCHRODER ASIAN GROWTH FUND, INC.
787 Seventh Avenue
New York, New York 10019
NOTICE: SPECIAL MEETING OF STOCKHOLDERS
TO BE ADJOURNED TO OCTOBER 24, 1997
Dear Stockholder:
Several weeks ago you were mailed proxy material for the Special Meeting of
Stockholders scheduled to be held on September 17, 1997. Due to inadequate
stockholder response, the meeting has been adjourned a second time, until
OCTOBER 24, 1997, in order to give you additional time to register your vote.
Contrary to many stockholders' belief, all votes are vital no matter how many
shares you hold and YOUR SHARES CANNOT BE REPRESENTED UNLESS WE RECEIVE VOTING
INSTRUCTIONS FROM YOU! In order for your shares to be represented, you need to
vote on or before FRIDAY, OCTOBER 24, 1997.
The main objective of the Special Meeting is to consider a proposal by the Board
of Directors to convert the Fund from a closed-end investment company to an
open-end investment company (the "Conversion"). The Fund is presently organized
as a closed-end fund with shares listed for trading on the New York Stock
Exchange. If the Fund converts to an open-end structure, stockholders will be
able to realize the value of their shares by redeeming them at net asset value
("NAV") so that there will not be any market price discount to NAV.
THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE CONVERSION AND STRONGLY
RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE APPROVAL OF THE OPEN-ENDING PROPOSAL.
There are two easy methods by which you can vote at the Special Meeting of
Stockholders to be held on October 24, 1997.
BY PHONE: Simply dial 1-800-454-8683 and follow the simple instructions.
BY MAIL: Return your executed proxy in the enclosed postage paid envelope.
We urge you to act promptly in order to allow the Fund to obtain a sufficient
number of votes at the Special Meeting, avoiding any further adjournments in
order to continue gathering votes.
Thank you for acting promptly.
4
