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 INDIA 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:
______________________________________________________________________
(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 is 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>
THE INDIA FUND, INC.
One World Financial Center
200 Liberty Street
New York, New York 10281
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
March 11, 1998
To the Stockholders:
The Annual Meeting of Stockholders of The India Fund, Inc. (the "Fund")
will be held at the offices of CIBC Oppenheimer Corp., One World Financial
Center, 200 Liberty Street, New York, New York on the 40th floor, on Friday,
April 24, 1998, 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 Price Waterhouse LLP as the
independent accountants of the Fund for the year ending December 31,
1998 (Proposal 2).
3. Any other business that may properly come before the meeting.
The close of business on March 6, 1998 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/ Robert I. Kleinberg
Robert I. Kleinberg
Secretary
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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.
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<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.
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
2
<PAGE>
THE INDIA 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 India 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 the offices of CIBC Oppenheimer Corp., One World Financial Center, 200
Liberty Street, New York, New York on the 40th floor, on Friday, April 24, 1998
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 March 11, 1998. The Fund's annual report containing
financial statements for the fiscal year ended December 31, 1997 is available,
free of charge, by contacting Advantage Advisers, Inc. at the address listed
above 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 March 6, 1998 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 34,007,133 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 in 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.
3
<PAGE>
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. On November 3, 1997, CIBC Wood Gundy Securities
Corp., the broker-dealer subsidiary of The Canadian Imperial Bank of Commerce,
acquired all of the stock of Oppenheimer Holdings, Inc., which was at the time
the indirect parent company of Oppenheimer & Co., Inc. and Advantage.
Oppenheimer & Co., Inc. is now CIBC Oppenheimer Corp. ("CIBC OpCo"). Robert A.
Blum, who previously served as a director of the Fund, resigned from the Board
of Directors effective November 3, 1997 in order for the Fund's Board of
Directors to be in compliance with Section 15(f) of the Investment Company Act
of 1940 (the "1940 Act") upon completion of the transaction.
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 year 2001 Annual Meeting of Stockholders or thereafter when
their successors are elected and qualified. The terms of office of the Class I
and the Class II Directors expire at the Annual Meetings of Stockholders in 1999
and 2000, 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
any 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. Each of the nominees has been previously elected to the Board of
Directors by shareholders.
The following table provides information concerning the nominees for
election as directors:
<TABLE>
<CAPTION>
Common Stock
Beneficially Owned,
Directly or Indirectly, on
Nominees and Principal Occupations February 1, 1998
During the Past Five Years Director Since Age Shares (A)
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Nominees to serve until the year 2001
Annual Meeting of Stockholders
Alan H. Rappaport*, Chairman; Managing 1994 45 2,012
Director, CIBC Oppenheimer Corp.; Director
and President, Advantage Advisers, Inc.
Sir Rene Maingard C.B.E.; Director, Rogers & 1994 80 -0-
Co., Ltd. (shipping, banking).
</TABLE>
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<PAGE>
The following table provides information concerning the directors serving
until the year 1999 and 2000 Annual Meetings of Stockholders:
<TABLE>
<CAPTION>
Common Stock
Beneficially Owned,
Directly or Indirectly, on
Directors and Principal Occupations February 1, 1998
During the Past Five Years Director Since Age Shares (A)
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Directors serving until the year 2000
Annual Meeting of Stockholders
Jeswald W. Salacuse, Member of Audit Committee; 1994 44 402
Henry J. Braker Professor of Commercial Law,
The Fletcher School of Law & Diplomacy,
Tufts University (1990-Present);
Dean, The Fletcher School of Law & Diplomacy,
Tufts University (1986-1994).
Charles F. Barber, Member of Audit Committee; 1994 81 1,000
Consultant; formerly Chairman of the Board,
ASARCO Incorporated.
Directors serving until the year 1999
Annual Meeting of Stockholders
Leslie H. Gelb, Member of Audit Committee; President, 1995 61 -0-
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.
Gabriel Seeyave, Tax Advisor; formerly Partner, 1994 66 -0-
De Chazal Du Mee & Co. (chartered accountants).
</TABLE>
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* "Interested person" as defined in 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.
Each of Messrs. Gelb, Salacuse, Barber and Rappaport 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, six registered investment companies co-advised by Value Advisors LLC
("Value Advisors") and Salomon Brothers Asset Management Inc ("SBAM") and ten
other registered investment companies advised by SBAM. In addition, Mr. Barber
serves as a director of Min Ven Inc. Messrs. Gelb and Salacuse are directors of
one other registered investment company advised by Advantage, four registered
investment companies co-advised by Value Advisors and SBAM and one other
registered investment company advised by Value Advisors. Mr. Salacuse is a
director of three other registered investment companies advised by SBAM. Mr.
Rappaport is a director of two other registered investment companies advised by
Advantage.
5
<PAGE>
At February 1, 1998, directors and officers of the Fund as a group owned
beneficially less than 1% of the outstanding shares of the Fund. No person owned
of record, or to the knowledge of management owned beneficially, more than 5% of
the Fund's outstanding shares at that date, except that Cede & Co., a nominee
for participants in Depository Trust Company, held of record 33,660,719 shares,
equal to 98.9% 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. Rappaport, the present executive officers of the
Fund are:
Name Office Age Officer Since
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Robert A. Blum President 37 1994
Lenard Brafman Treasurer 43 1998
Robert I. Kleinberg Secretary 60 1994
Mr. Blum is Managing Director, CIBC OpCo (1994-Present) and Associate
General Counsel, CIBC OpCo. Mr. Blum previously served as Senior Vice President
(1991-1994), CIBC OpCo. Mr. Brafman is an Executive Director of CIBC OpCo
(1993-Present) and previously was a Vice President of CIBC OpCo (1989-1993). Mr.
Kleinberg is also Managing Director, Secretary and General Counsel of CIBC OpCo
and Director and Secretary of Advantage. Messrs. Rappaport, Blum, Kleinberg and
Brafman also serve as officers of various other registered investment companies
advised by Advantage.
The Fund's Audit Committee is composed of Messrs. Barber, Gelb and
Salacuse. 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 and anticipated cost of their audit and to
receive and consider a report from the independent accountants concerning their
conduct of the audit, including any comments or recommendations they might want
to make in that connection. This Committee met three times during the year ended
December 31, 1997. The Fund has no nominating or compensation committees.
During the fiscal year ended December 31, 1997, the Board of Directors met
eight times. Each director attended at least 75% of the meetings of the Board or
the Committee of the Board for which he was eligible.
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
investment companies advised by Advantage. The following table provides
information concerning the approximate compensation paid during the year ended
December 31, 1997
6
<PAGE>
to each director of the Fund. Please note that the Fund does not provide any
pension or retirement benefits to directors. In addition, no remuneration was
paid during the year ended December 31, 1997 by the Fund to Mr. Rappaport, who
as an officer or employee of Advantage and/or CIBC OpCo is an interested person
as defined under the 1940 Act.
Total Compensation
Aggregate from Other Funds
Compensation Advised by
Name of Director from Fund Advantage Total Compensation
--------------- ------------ ------------------- -------------------
Directorships (A)(B) Directorships (A)(B)
Leslie H. Gelb $7,800 $9,300(1) $17,100(2)
Gabriel Seeyave $8,000 -0- $8,000(1)
Jeswald W. Selacuse $7,900 $9,400(1) $17,300(2)
Charles F. Barber $8,000 $9,500(1) $17,500(2)
Sir Rene Maingard $8,000 -0- $8,000(1)
- ----------
(A) The numbers in parentheses indicate the applicable number of investment
company directorships held by that director.
(B) Does not include for Messrs. Gelb, Salacuse and Barber, registered
investment companies for which Advantage no longer serves as an investment
adviser, effective November 4, 1997.
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,
Infrastructure Leasing & Financial Services Limited ("ILFS"), the Fund's country
adviser, and their respective directors and officers, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and the New York Stock Exchange, Inc. The Fund believes that all relevant
persons have complied with applicable filing requirements during the fiscal year
ended December 31, 1997.
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.
PROPOSAL 2: RATIFICATION OF SELECTION OF
INDEPENDENT ACCOUNTANTS
The Board of Directors of the Fund has selected Price Waterhouse LLP as
independent accountants of the Fund for the year ending December 31, 1998. The
appointment of independent accountants is approved annually by the Board of
Directors and is subsequently submitted to the stockholders for ratification.
The Fund has been advised by Price Waterhouse LLP that at December 31, 1997
neither the firm nor any of its partners had any direct or material indirect
7
<PAGE>
financial interest in the Fund. A representative of Price Waterhouse LLP will be
at the Annual Meeting to answer questions concerning the audit of the Fund's
financial statements 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.
Required Vote
Ratification of the selection of Price Waterhouse LLP 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 a 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
Investment Manager and Investment Adviser
Advantage Advisers, Inc.
Advantage serves as the Fund's investment manager. The address of Advantage
is One World Financial Center, 200 Liberty Street, New York, New York 10281.
Infrastructure Leasing & Financial Services Limited
ILFS serves as the Fund's country adviser. The address of ILFS is ITTS House,
5th Floor, 28, K Dubhash Marg., Bombay, India 400 023.
ADMINISTRATION
CIBC OpCo serves as the Fund's administrator. The address of CIBC OpCo is One
World Financial Center, 200 Liberty Street, New York, New York 10281. CIBC OpCo
subcontracts certain of its responsibilities to PFPC Inc. The address of PFPC
Inc. is 400 Bellevue Parkway, Wilmington, Delaware 19809.
Multiconsult Ltd. serves as Mauritius administrator to the Fund.
Multiconsult Ltd.'s address is Les Jamalacs-Vieux Conseil Street, Port Louis,
Mauritius.
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.
8
<PAGE>
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 1999
must be received by the Fund for inclusion in the Fund's proxy statement and
proxy relating to that meeting no later than November 11, 1998.
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 ILFS 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. Corporate Investor Communications, Inc.
has been retained to assist in the solicitation of proxies at a fee to be paid
by the Fund and estimated at $5,000 plus disbursements.
March 11, 1998
9
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11
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THE INDIA FUND, INC.
ANNUAL MEETING OF STOCKHOLDERS - April 24, 1998
This Proxy is Solicited on Behalf of the Directors
The undersigned hereby appoints Robert I. Kleinberg, Robert A. Blum,
Maureen Seaman, and Carmine Angone, 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
the offices of CIBC Oppenheimer Corp., One World Financial Center, New York, New
York 10281 on Friday, April 24, 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 March 11, 1998 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 (including all nominees for Director) and 2. Please refer to the Proxy
Statement for a discussion of the Proposals.
HAS YOUR ADDRESS CHANGED?
__________________________________
__________________________________
__________________________________ THE INDIA FUND, INC.
P.O. BOX 11311
DO YOU HAVE ANY COMMENTS NEW YORK, N.Y. 10203-0311
__________________________________
__________________________________
__________________________________
(Continued, and to be signed and dated,
on the reverse side)
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<PAGE>
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Detach Proxy Card Here
\/ \/
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|__|
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSALS 1
(including all nominees for Director) AND 2.
1. Election of Directors
FOR all nominees WITHHOLD AUTHORITY *EXCEPTIONS
listed below |_| to vote for the nominees |_| |_|
(INSTRUCTIONS: To withhold authority to vote for any individual nominee,
mark the "Exceptions" box and strike a line through that nominee's name.)
Directors to serve until the year 2001 Annual Meeting: Alan M. Rappaport,
Sir Rene Maingard
2. The ratification of the selection of Price Waterhouse LLP as the
independent accountants of the Fund for the year ending December 31, 1998.
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
accounts, 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 by
(x) in Black or Blue Ink. |_|
Please Sign, Date and Return the Proxy Promptly Using the Enclosed Envelope.
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