The India Fund, Inc.
One World Financial Center
200 Liberty Street
New York, New York 10281

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
March 9, 2001

To the Stockholders:

The Annual Meeting of Stockholders of The India 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, April 20, 2001, at 1:00 p.m., for the
purposes of considering and voting upon:

1. The election of directors (Proposal 1).

2. The approval of a new country advisory agreement between Advantage
Advisers, Inc. and Advantage India, Inc. (Proposal 2).

3. Any other business that may properly come before the meeting.

The close of business on March 2, 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,

Bryan McKigney
President, Director 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.

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. (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

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 One World Financial Center, 200 Liberty Street, New
York, New York on the 40th floor, on Friday, April 20, 2001, at 1:00 p.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 9, 2001. On February 26, 2001, the Fund sent
a copy of its annual report containing financial statements for the fiscal
year ended December 31, 2000 to stockholders 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 the approval of a new country advisory agreement. The close of
business on March 2, 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 [ - ] shares of the Fund's 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.

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 one Class II and two
Class III Directors to hold office until the 2003 and 2004 Annual Meetings of
Stockholders, respectively, or thereafter when their respective successors
are elected and qualified. The term of office of the Class I Directors
expires at the Annual Meeting of Stockholders in 2002 or thereafter when
their 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. Bryan McKigney and Howard M. Singer were
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:

Shares of Common
Stock Beneficially
Owned, Directly
Nominees and Principal Occupations During or Indirectly, on
the Past five Years Director Since Age March [2], 2001 <F(A)>

Nominee to serve until the year 2003
Annual Meeting of Stockholders
Howard M. Singer,<F*> Managing Director, CIBC World 2000 37 [500]
Markets Corp.

Nominees to serve until the year 2004
Annual Meeting of Stockholders
Bryan McKigney,<F*> President and Secretary of the Fund; 2000 42 [1000]
Managing Director (2000-Present) and Executive
Director (1993-2000), CIBC World Markets Corp.; Vice
President and Division Executive, Head of Derivative
Operations (1986-1993) and Assistant Vice President,
Securities and Commodity Operations (1981-1985),
Chase Manhattan Bank.

Sir Rene Maingard, C.B.E., Chairman of the Board of 1994 83 [0]
Directors; Director, Rogers & Co., Ltd. (shipping,
banking).

__________________
[FN]
* "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.

The following table provides information concerning the directors
serving until the Year 2002 and 2003 Annual Meetings of Stockholders:

Shares of Common
Stock Beneficially
Owned, Directly
Directors and Principal Occupations During or Indirectly, on
the Past Five Years Director Since Age March [2], 2001 <F(A)>

Directors serving until the year 2002
Annual Meeting of Stockholders
Leslie H. Gelb, Member of Audit and Nominating 1994 64 [100]
Committees; 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.

Luis Rubio, Member of Audit and Nominating Committees; 1999 45 [408]
President, Centro de Investigacion para el
Desarrollo, A.C. (Center of Research for Development)
(1981-Present), frequent contributor of op-ed pieces
to The Los Angeles Times and The Wall Street Journal.

Gabriel Seeyave, Tax Advisor; formerly Partner, De 1994 70 [0]
Chazal Du Mee & Co. (chartered accountants);
Director, The United Basalt Products Limited.

Directors serving until the year 2003
Annual Meeting of Stockholders
Charles F. Barber, Chairman of Audit Committee; Member 1994 84 [1,000]
of Nominating Committee; Consultant; formerly
Chairman of the Board, ASARCO Incorporated.

Jeswald W. Salacuse, Member of Audit Committee; 1994 63 [403]
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).

[FN]
(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,
six registered investment companies co-advised by PIMCO Advisors L.P. ("PIMCO
Advisors") and Salomon Brothers Asset Management Inc ("SBAM") and seven other
registered investment companies advised by 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 five 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 eight other registered investment companies
advised by CIBC Advisers.

At March [2], 2001, directors and officers of the Fund as a group
owned beneficially less than 1% of the outstanding shares of the Fund.

The following table sets forth the beneficial ownership of shares of
the Fund, at March [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.
[to be updated as of March [2], 2001]

Name of Beneficial Owner Number of Shares Percent Ownership
Beneficially Owned

City of London Investment [2,448,250] [7.32%]
Group PLC (1)
10 Eastcheap
London EC3M ILX
England

(1) [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"), which reports sole voting and dispositive
power as to all such shares, as well as a Schedule 13G, providing
information as of December 31, 1999, filed by City of London Investment
Management Company Limited, which reports voting and dispositive power
as to 2,332,396 shares of the Fund. According to the Schedule 13G filed
by City of London, such shares were acquired by its subsidiaries, City
of London Investment Management Company Limited and City of London Unit
Trust Managers Limited. The Fund's understanding is that the aggregate
beneficial ownership of shares of the Fund by these affiliated entities

is reflected in the Schedule 13G filed by City of London. Pursuant to
this understanding, as of December 31, 1999, such ownership would be
2,448,250 shares, representing 7.32% of the outstanding shares of the
Fund as of such date.] [to be updated as of March 2, 2001]

In addition, at March [2], 2001, Cede & Co., a nominee for
participants in The Depository Trust Company, held of record [-] shares,
equal to [-]% 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 Messrs. McKigney and Singer, the current executive
officer of the Fund is:

Name Office Age Officer
Since

Alan E. Kaye Treasurer 49 1999

Mr. Kaye is Executive Director of CIBC World Markets Corp. ("CIBC
World Markets") (1995-Present). Mr. Kaye previously served as Vice President
of Oppenheimer & Co., Inc. (1986-1994). Messrs. Kaye, McKigney and Singer
also serve as officers of various other registered investment companies
advised by Advantage or affiliates of CIBC World Markets.

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 twice during the fiscal year ended December 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 December 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 December 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 December 31, 2000, the Board of
Directors met five 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, Infrastructure
Leasing and Financial Services Limited ("ILFS"), the Fund's country adviser,
or affiliates thereof during the Fund's prior fiscal year. The following
table provides information concerning the approximate compensation paid
during the fiscal year ended December 31, 2000 to each director of the Fund.
No remuneration was paid during the fiscal year ended December 31, 2000 by
the Fund to Messrs. McKigney and Singer who, as officers and employees of
Advantage and CIBC World Markets, are "interested persons" as defined under
the 1940 Act. Please note that the Fund does not provide any pension or
retirement benefits to directors.

Total Compensation
Aggregate from Other Funds Total Compensation
Compensation Advised by from Fund
Name of Director from Fund Advantage and Fund Complex

Directorships (A) Directorships (A)
Charles F. Barber $9,550 $8,000(1) $43,652(6)
Leslie H. Gelb $9,050 $5,850(1) $14,900(3)
Sir Rene Maingard $9,050 0 $9,050(1)
Luis Rubio $9,150 $8,800(2) $47,382(7)
Jeswald W. Salacuse $9,150 $7,900(1) $22,350(3)
Gabriel Seeyave $9,050 0 $9,050(1)

(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, ILFS, 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 December 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: APPROVAL OF A NEW COUNTRY ADVISORY AGREEMENT

Introduction

ILFS has served as country adviser to the Fund pursuant to a country
advisory agreement among Advantage, ILFS and the Fund since 1994 (the "ILFS
Agreement"). Due to affiliations between ILFS and the Indian government, the
Fund has been precluded from participating in certain government
privatizations and from purchasing securities of certain financial
institutions in India. As a result, the Board of Directors of the Fund has
determined that it would be in the best interests of the Fund and its
stockholders to explore alternatives to ILFS.

Therefore, the Board of Directors of the Fund is proposing that the
Fund's stockholders approve a new country advisory agreement between
Advantage and Advantage India, Inc. (the "New Agreement"). The New Agreement
is substantially identical to the ILFS Agreement. A description of the New
Agreement, including the services to be provided by Advantage India, Inc.
thereunder, is set forth below. The description is qualified in its entirety
reference to the form of New Agreement attached to this Proxy Statement as
Exhibit B.

Information Concerning Advantage India, Inc.

Advantage India, Inc., a corporation organized on February 15, 2001
under the laws of Delaware, commenced operations in 2001. Its principal
business address is [address]. It is a wholly owned subsidiary of Advantage.
Advantage India, Inc. is in the process of becoming registered as an
investment adviser under the Investment Advisers Act of 1940.

The names, titles and principal occupations of the current directors
and executive officers of Advantage India, Inc. are set forth in the
following table. Except as otherwise provided, the business address of each
person listed below is [address].

Name Title and Principal Occupation
[to be completed]

Description of the New Agreement

The Board of Directors, including a majority of the directors who are
not "interested persons" (as defined in the 1940 Act) of the Fund, Advantage,
Advantage India, Inc. or CIBC World Markets most recently approved the New
Agreement on February 13, 2001.

The New Agreement and the ILFS Agreement are substantially identical.
The following description of the New Agreement is qualified in its entirety
by reference to the form of the New Agreement attached hereto as Exhibit B.

Services to be Performed

Pursuant to the New Agreement, subject to the direction and control
of the Directors of the Fund and in consultation with Advantage, Advantage
India, Inc. will: (i) provide or procure statistical and factual information
and research regarding economic and political factors and trends in India and
its surrounding region; (ii) provide or procure research and statistical
data in relation to investing and other opportunities in India and its
surrounding region; and (iii) provide assistance in the implementation and
coordination of execution of investment decisions as directed by Advantage.
All investment decisions will continue to be made by Advantage.

Expenses and Advisory Fees

The New Agreement provides that Advantage India, Inc. is responsible
for all of its expenses and liabilities, including expenses in connection
with providing office space, office facilities and personnel reasonably
necessary for performance of the services to be provided by it to Advantage.

The rate used to determine the fees payable by Advantage to Advantage
India, Inc. pursuant to the New Agreement will be agreed upon by Advantage
and Advantage India, Inc. from time to time and will not exceed 1.10% of the
Fund's average weekly net assets, which is the rate of fees payable by the
Fund to Advantage.

Duration and Termination

The New Agreement will have an initial term of two years, and
thereafter will continue in effect for successive annual periods provided
such continuance is specifically approved at least annually by (i) a majority
of the members of the Fund's Board of Directors who are not parties to the
New Agreement, and who are not "interested persons" (as defined in the 1940
Act) of any such party, and (ii) a majority of the Fund's Board of Directors
or the holders of a "majority of the outstanding voting securities" (as
defined in the 1940 Act) of the Fund. The New Agreement may be terminated,
without penalty, on 60 days' notice, by the Fund's Board of Directors, by a
vote of the holders of a "majority of the outstanding voting securities" of
the Fund, or by Advantage, and the New Agreement will terminate automatically
in the event of its "assignment" (as defined in the 1940 Act).

Sub-Advisory Fee Information

Under the Fund's current ILFS Agreement, ILFS is paid by Advantage a
monthly fee at an annual rate of 0.20% of the Fund's average net weekly
assets. Under the New Agreement, Advantage India, Inc. will be paid by

Advantage a monthly fee to be agreed upon from time to time by both Advantage
and Advantage India, Inc. that will not exceed an annual rate of 1.10% of the
Fund's average net weekly assets, the fee paid by the Fund to Advantage. As
of February 28, 2001, the Fund's net assets were approximately $[-] million.
The aggregate amount of the fees paid by Advantage to ILFS for the Fund's
fiscal year ended December 31, 2000 under the ILFS Agreement was $[-].

Evaluation by the Boards of Directors

At meetings held on October 17, 2000 and February 13, 2001, the Board
of Directors of the Fund reviewed various proposals for alternatives to ILFS.
At the meeting on February 13, 2001, the Board, including the Board members
who are not "interested persons" (as defined in the 1940 Act) of the Fund,
Advantage, Advantage India, Inc., CIBC World Markets or ILFS, approved the
New Agreement and recommended that the stockholders of the Fund approve such
agreement. The New Agreement will become effective on [date].

In approving the New Agreement and determining to submit it to
stockholders for their approval, the Board of Directors of the Fund has
determined that it continues to believe having advisory personnel in India is
beneficial to the Fund but that it would be desirable to eliminate the
investment restrictions currently imposed as a result of the government
affiliations of ILFS. Further, the relationship between Advantage and
Advantage India, Inc. should help assure open and efficient communications
between the Fund's investment manager and the new country adviser which
should result in better service for the Fund. The Board determined that the
New Agreement is in the best interests of the Fund and its stockholders.

In connection with its review of the New Agreement, the Board of
Directors of the Fund requested and reviewed, with the assistance of its own
legal counsel, materials and information furnished by Advantage. These
materials included information regarding Advantage and its personnel,
operations and financial condition.

In approving the New Agreement, the Board of Directors of the Fund
focused primarily on the nature, quality and scope of the services provided
to date by ILFS to the Fund and the fact that the ILFS Agreement and the New
Agreement, including the terms relating to the services to be performed
thereunder by Advantage India, Inc., and that the expenses and fees payable
to ILFS and Advantage India, Inc., are substantially similar. In connection
with these primary considerations, comparisons were made between the New
Agreement and similar arrangements by other investment companies,
particularly with regard to levels of fees, and the benefits to Advantage
India, Inc. of its relationship with the Fund. In addition, the Fund's Board
of Directors considered the commitment of CIBC World Markets to provide
capital, personnel and various resources to Advantage India, Inc. to enable
it to provide high quality services to the Fund.

Based upon its review of the above factors, the Board of Directors of
the Fund concluded that the New Agreement is in the best interests of the
Fund and its stockholders.

Certain directors and officers of the Fund may have a substantial
interest in the approval of the New Agreement as a result of their interests
in Advantage or affiliates thereof, as described above under "Proposal 1:
Election of Directors."

Required Vote

As provided by the 1940 Act, approval of the New Agreement will
require the affirmative vote of a "majority of the outstanding voting
securities" of the Fund, which means the affirmative vote of the lesser of
(a) 67% or more of the outstanding shares present or represented at the
Annual Meeting, if holders of more than 50% of the outstanding shares of the
Fund entitled to vote are present or represented by proxy at the Annual
Meeting, or (b) more than 50% of the outstanding shares of the Fund entitled
to vote.

THE DIRECTORS OF THE FUND, INCLUDING THE DIRECTORS WHO ARE NOT
"INTERESTED PERSONS" (AS DEFINED IN 1940 ACT) OF THE FUND, ADVANTAGE,
ADVANTAGE INDIA, INC., CIBC WORLD MARKETS OR THEIR AFFILIATES, RECOMMEND THAT
THE STOCKHOLDERS OF THE FUND VOTE IN FAVOR OF THE NEW AGREEMENT.

ADDITIONAL INFORMATION

INVESTMENT MANAGEMENT

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 advisor. The address of ILFS is
ITTS House, 5th Floor, 28, K Dubhash Marg., Bombay, India 400 023.
CIBC World Markets Multiconsult Ltd.

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.

Multiconsult Ltd.

Multiconsult Ltd. serves as Mauritius administrator to the Fund.
Multiconsult Ltd.'s address is De Chazal Du Mee (DCDM) Building 10, Frere
Felix de Valois Street, Port Luis, Mauritius.

FEES PAID TO INDEPENDENT ACCOUNTANTS

Audit Fees. The aggregate fees paid to PwC in connection with the
annual audit of the Fund and the review of the Fund's financial statements
for the fiscal year ended December 31, 2000 was $[_________].

[Financial Information Systems Design and Implementation Fees. The
aggregate fees billed for information technology services rendered by PwC to
the Fund, Advantage, CIBC World Markets and entities controlled by either of
the investment advisers that provide services to the Fund for the fiscal year
ended December 31, 2000 was $[_________].] [The Audit Committee of the Fund

has determined that the provision of these information technology services is
compatible with maintaining the independence of PwC.]

All Other Fees. The aggregate fees billed for all other non-audit
services, including fees for tax-related services, rendered by PwC to the
Fund, Advantage CIBC World Markets, and entities controlled by either that
provide services to the Fund for the fiscal year ended December 31, 2000 was
$[_________]. [The Audit Committee has determined that the provision of non-
audit services is compatible with maintaining the independence of PwC.]

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 India 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 November 9, 2001. Any stockholder who desires to bring a proposal
at the Fund's 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 India
Fund, Inc., One World Financial Center, 200 Liberty Street, New York, New
York 10281) during the thirty-day period from December 21, 2001 to January
19, 2002.

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, CIBC World Markets 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 $-plus disbursements.]
March 9, 2001

Exhibit A
THE INDIA 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 Section 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.

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<F1>.

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.<F2>.

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.
______________________
[FN]
<F1> 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.

<F2> 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. Investigate any improprieties or suspected improprieties in the Fund's
financial and accounting operations.

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

Exhibit B

COUNTRY ADVISORY AGREEMENT
Advantage Advisers, Inc.
One World Financial Center
200 Liberty Street
New York, New York 10281
[date] , 2001
Advantage India, Inc.
[address to be provided]
Dear Sirs:
This will confirm the agreement among the undersigned (the

"Investment Manager") and you (the "Country Adviser") as follows:

1. The Investment Manager has been employed pursuant to
a management agreement dated as of November 3, 1997 between an investment
company (the "Company") incorporated under the Investment Company Act of
1940, as amended (the "1940 Act") the Company and the Investment Manager.
The Company engages in the business of investing and reinvesting its assets
in the manner and in accordance with the investment objective and limitations
specified in the Company's Articles of Incorporation, as amended from time to
time in the Registration Statement on Form N-2, as in effect from time to
time, and in such manner and to such extent as may from time to time be
authorized by the Board of Directors of the Company. Copies of the documents
referred to in the preceding sentence have been furnished to the Country
Adviser. Any amendments to these documents shall be furnished to the Country
Adviser.

2. Subject to the approval by the Company, the
Investment Manager engages the Country Adviser on an independent contractor
relationship basis, to (a) provide and procure statistical and factual
information and research regarding economic and political factors and trends
in India and its surrounding region, (b) provide or procure research and
statistical data in relation to investing and other opportunities in India
and its surrounding region and (c) provide assistance in the implementation
and coordination of execution of investment decisions as directed by the
Investment Manager. The Country Adviser will not make any investment
decisions with respect to the Company.

3. The Country Adviser shall, at its expense, provide
office space, office facilities and personnel reasonably necessary for
performance by it of the services to be provided by the Country Adviser
pursuant to this Agreement.

4. The Country Adviser may contract on its own behalf
with or consult with such banks, other securities firms, brokers or other

parties, without additional expense to the Company, as it may deem
appropriate regarding research and statistical data or otherwise.

5. In consideration of the services to be rendered by
the Country Adviser under this agreement, the Investment Manager shall pay
the Country Adviser a monthly fee in United States dollars on the fifth
business day of each month for the previous month as agreed from time to time
by the Investment Manager and the Country Adviser but not to exceed the
annual rate of 1.10% of the Fund's average weekly net assets. If the fee
payable to the Investment Adviser pursuant to this paragraph 5 begins to
accrue before the end of any month or if this agreement terminates before the
end of any month, the fee for the period from such date to the end of such
month or from the beginning of such month to the date of termination, as the
case may be, shall be prorated according to the proportion which such period
bears to the full month in which such effectiveness or termination occurs.

6. The Country Adviser represents and warrants that it
will be duly registered and authorized as an investment adviser under the
Investment Advisers Act of 1940, as amended (the "Advisers Act"), and the
Country Adviser agrees to maintain effective all requisite registrations,
authorizations and licenses, as the case may be, until termination of this
Agreement.

7. This agreement shall continue in effect until two
years from the date hereof and shall continue in effect thereafter for
successive annual periods, provided that such continuance is specifically
approved at least annually (a) by the vote of a majority of the Company's
outstanding voting securities (as defined in the 1940 Act) or by the
Company's Board of Directors and (b) by the vote, cast in person at a meeting
called for the purpose, of a majority of the Company's directors who are not
parties to this agreement or "interested persons" (as defined in the 1940
Act) of any such party. Notwithstanding the above, this Agreement (a) may
nevertheless be terminated at any time, without penalty, by the Company's
Board of Directors, by vote of holders of a majority of the outstanding
voting securities (as defined in the 1940 Act) of the Company or by the
Investment Manager, upon 60 days' written notice delivered to each party
hereto, and (b) shall automatically be terminated in the event of its
assignment (as defined in the 1940 Act). Any such notice shall be deemed
given when received by the addressee.

8. Nothing herein shall be deemed to limit or restrict
the right of the Country Adviser, or any affiliate of the Country Adviser, or
any employee of the Country Adviser, to engage in any other business or to
devote time and attention to the management or other aspects of any other
business, whether of a similar or dissimilar nature, or to render services of
any kind to any other corporation, firm, individual or association. Nothing
herein shall be construed as constituting the Country Adviser an agent of the
Investment Manager or the Company.

9. This Agreement shall be governed by the laws of the
State of New York; provided, however, that nothing herein shall be construed
as being inconsistent with the 1940 Act.

10. Notices. Any notice hereunder shall be in writing
and shall be delivered in person or by telex or facsimile (followed by
delivery in person) to the parties at the addresses set forth below.

If to the Country Adviser:

Advantage India, Inc.
[address]
Attn: [to be provided]

If to the Investment Manager:

Advantage Advisers, Inc.
One World Financial Center
200 Liberty Street
New York, New York 10281
Attn: Bryan McKigney
President

or to such other address as to which the recipient shall have informed the
other party in writing.

Unless specifically provided elsewhere, notice given as
provided above shall be deemed to have been given, if by personal delivery,
on the day of such delivery, and, if by facsimile and mail, on the date on
which such facsimile is sent or mailed.

11. Counterparts. This agreement may be executed in two
or more counterparts, each of which shall be deemed to be an original, but
all of which together shall constitute one and the same instrument.
If the foregoing correctly sets forth the agreement between the Investment
Manager and the Country Adviser, please so indicate by signing and returning
to the Investment Manager the enclosed copy hereof.

Very truly yours,

ADVANTAGE ADVISERS, INC.

By:________________________
Name:
Title:

ACCEPTED:

ADVANTAGE INDIA, INC.

By:____________________
Name:
Title:

DETACH HERE

THE INDIA FUND, INC.
ANNUAL MEETING OF STOCKHOLDERS -APRIL 20, 2001

This Proxy is Solicited on Behalf of the Directors

The undersigned hereby appoints [Bryan McKigney, Barbara Pires,
William Fink, Michael O'Donnell] 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, April 20,
2001, at 1:00 p.m., and at any adjournments thereof, upon the matters set
forth in the Notice of Meeting and Proxy Statement dated March 9, 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 (which includes all nominees for Director).
Please refer to the Proxy Statement for a discussion of the Proposals.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

_______________________________________ ________________________________
_______________________________________ ________________________________
_______________________________________ _________________________________

SEE REVERSE (Continued, and to be signed and dated, SEE REVERSE
SIDE on the reverse side.) SIDE

DETACH HERE

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSALS 1 and 2
(including all nominees for Director)

1.Election of Directors. 2. The approval of a new country
advisory agreement between Advantage
Advisers, Inc. and Advantage India,
Inc.

Nominee (Class II) to serve until / / / / / /
the year 2003 Annual Meeting: FOR AGAINST ABSTAIN
(01) Howard M. Singer

Nominees (Class III) to serve until 3. The persons named as proxies are
the year 2004 Annual Meeting: authorized to vote in their / /
(02) Bryan McKigney; discretion on any other business
(03) Sir. Rene Manigard as may properly come before the
Meeting.
/ / / / 4. Please mark the box at right
FOR WITHHOLD AUTHORITY if you plan to attend. / /
The nominees to vote for the Change of Address and/or Comments
listed above nominees 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.
/ /_________________________________
(INSTRUCTION: To withhold authority Please Sign, Date and Return the
to vote for any individual nominee, Proxy Promptly Using the Enclosed
write that nominee's name in the Envelope.
space provided above.)

Signature:____________ Date:_________ Signature:_____________ Date:________