SCHRODER ASIAN GROWTH FUND INC
DEFA14A, 1997-09-17
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                            SCHEDULE 14A INFORMATION
 
                  Proxy Statement Pursuant to Section 14(a) of
            the Securities Exchange Act of 1934 (Amendment No.    )
 
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    Check the appropriate box:
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    / /  Definitive Proxy Statement
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    / /  Soliciting Material Pursuant to Section 240.14a-11(c) or Section 
         240.14a-12

                        Schroder Asian Growth Fund, Inc.
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                (Name of Registrant as Specified In Its Charter)
 
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    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
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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.,
                     BASED ON POSITIVE SHAREHOLDER RESPONSE,
                      EXTENDS PERIOD FOR SHAREHOLDER ACTION   
                             TO APPROVE OPEN-ENDING

New York, N.Y., September 17, 1997 -- Schroder Asian Growth Fund, Inc. (NYSE: 
SHF) announced today that proxies representing more than 58% of the 
holders of the Fund's outstanding shares have 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.  To provide time 
to contact remaining stockholders entitled to vote in order to obtain the 
additional votes required, the Special Meeting of Stockholders held today has 
been adjourned until 8:30 a.m., October 1, 1997 at the offices of Debevoise & 
Plimpton, counsel to the Fund, 875 Third Avenue, 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 
have not yet voted. 

In announcing the adjournment, Mr. I. Peter Sedgwick, Chairman of the Fund, 
stated, "We have made considerable progress toward the two-thirds required 
vote to open-end the Fund.  However, the Fund cannot be open-ended without 
favorable votes from an additional 1,405,296 shares, or about 8.7% of the total
shares outstanding.  The Board of Directors strongly recommends that 
stockholders vote in favor of the proposal.  Accordingly, we urge 
stockholders who are in favor of open-ending the Fund and who have not yet 
voted to vote promptly to help us achieve the two-thirds majority required 
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 $192 million, invests 
primarily in equity securities of Asian companies. 

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                        SCHRODER ASIAN GROWTH FUND, INC.
                               787 Seventh Avenue
                            New York, New York  10019
                                        
                    NOTICE:  SPECIAL MEETING OF STOCKHOLDERS
                       TO BE ADJOURNED TO OCTOBER 1, 1997
                                        
Dear Stockholder:

Recently you were mailed proxy material for the SEPTEMBER 17, 1997 Special 
Meeting of Stockholders.  Due to inadequate stockholder response, the meeting 
has been adjourned to OCTOBER 1, 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 WEDNESDAY, 
OCTOBER 1, 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 (the "NYSE").  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 1, 1997.

1.  BY PHONE: Simply dial 1-800-733-8481, EXTENSION "484" between the hours of
              9:00 a.m. and 11:00 p.m. Eastern Time.

2.  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.




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