THE INDIA FUND, INC.
Oppenheimer Tower
One World Financial Center
200 Liberty Street
New York, New York 10281
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
March 11, 1997
TO THE STOCKHOLDERS:
The Annual Meeting of Stockholders of The India Fund, Inc. (the "Fund") will
be held at Oppenheimer Tower, One World Financial Center, 200 Liberty Street,
New York, New York on the 40th floor, on April 18, 1997, 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,
1997 (Proposal 2).
3. Any other business that may properly come before the meeting.
The close of business on February 21, 1997, 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
SECRETARY
TO AVOID THE 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.
(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.
Oppenheimer Tower
One World Financial Center
200 Liberty Street
New York, New York 10281
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PROXY STATEMENT
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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 Oppenheimer Tower, One World Financial Center, 200 Liberty Street,
New York, New York on the 40th floor, on Friday, April 18, 1997 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, 1997. THE FUND'S ANNUAL REPORT CONTAINING
FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996, 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
February 21, 1997, 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.
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 II Directors to hold
office until the year 2000 Annual Meeting of Stockholders or thereafter when
their successors are elected and qualified. The term of office of the Class
III Directors, Messrs. Rappaport and Maingard, expires at the Annual Meeting
of Stockholders in 1998, and the term of office of the Class I Directors,
Messrs. Gelb, Seeyave and Blum, expires at the Annual Meeting of Stockholders
in 1999, 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:
SHARES OF COMMON STOCK
BENEFICIALLY OWNED,
NOMINEES AND PRINCIPAL OCCUPATIONS DIRECTLY OR INDIRECTLY, ON
DURING THE PAST FIVE YEARS DIRECTOR SINCE AGE DECEMBER 31, 1996 <F2>
- -------------------------------------------------------------------------------------------------------------------------
NOMINEES TO SERVE UNTIL THE YEAR 2000
ANNUAL MEETING OF STOCKHOLDERS
Jeswald W. Salacuse, Member of Audit Committee; 1994 59 202
Henry J. Braker Professor of Commercial Law,
The Fletcher School of Law & Diplomacy, Tufts
University; formerly Dean, The Fletcher School
of Law & Diplomacy, Tufts University.
Charles F. Barber, Member of Audit Committee; 1994 80 1,000
Consultant; formerly Chairman of the Board,
ASARCO Incorporated.
The following table provides information concerning the directors serving
until the 1998 and 1999 Annual Meetings of Shareholders:
SHARES OF COMMON STOCK
BENEFICIALLY OWNED,
DIRECTORS AND PRINCIPAL OCCUPATIONS DIRECTLY OR INDIRECTLY, ON
DURING THE PAST FIVE YEARS DIRECTOR SINCE AGE DECEMBER 31, 1996 <F2>
- -------------------------------------------------------------------------------------------------------------------------
DIRECTORS SERVING UNTIL THE YEAR 1998
ANNUAL MEETING OF STOCKHOLDERS
Alan H. Rappaport<F1>, Chairman and President; 1994 43 1,000
Executive Vice President, Oppenheimer & Co., Inc.
(1994-Present); Director and President, Advantage
Advisers, Inc. (1993-Present).
Sir Rene Maingard C.B.E.; Director, 1994 79 0
Rogers & Co., Ltd. (shipping, banking).
DIRECTORS SERVING UNTIL THE YEAR 1999
ANNUAL MEETING OF STOCKHOLDERS
Leslie H. Gelb, Member of the Audit Committee; 1995 60 0
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.
Gabriel Seeyave, Tax Advisor; formerly Partner, 1994 65 0
De Chazal Du Mee & Co. (chartered accountants).
Robert A. Blum<F1>, Assistant Secretary; Managing 1995 36 500
Director and Associate General Counsel,
Oppenheimer & Co., Inc. (1994-present); Senior
Vice President, Oppenheimer & Co., Inc. (1991-1994).
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<F1> "Interested person" as defined in the Investment Company Act of 1940 (the "1940 Act") because of a relationship
with Advantage Advisers, Inc. ("Advantage"), the Fund's investment manager.
<F2> 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. Blum, 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
co-advised by Advantage and Barclays Global Investors International Inc.
("BGI"), the Fund's investment adviser, six registered investment companies
co-advised by Advantage and Salomon Brothers Asset Management Inc ("SBAM")
and seven other registered investment companies advised by SBAM. Mr. Barber
also serves as a Director Emeritus for six registered investment companies
advised by investment advisory affiliates of Smith Barney Inc. In addition,
Mr. Barber serves as a director of Min Ven Inc. Messrs. Blum, Gelb, Salacuse
and Rappaport are directors of one other registered investment company
co-advised by Advantage and BGI, and Messrs. Gelb, Salacuse and Rappaport
are directors of four registered investment companies co-advised by Advantage
and SBAM. Mr. Salacuse is a director of one other registered investment
company advised by Advantage and three other registered investment companies
advised by SBAM. Mr. Rappaport is a director of two other registered
investment companies advised by Advantage, and Mr. Gelb is a director of one
other registered investment company advised by Advantage. Mr. Blum is an
Individual General Partner of one other registered investment company advised
by an affiliate of Advantage.
At December 31, 1996, 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
33,423,920 shares, equal to 98.29% 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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Dennis E. Feeney Treasurer 45 1994
Robert I. Kleinberg Secretary 59 1994
Mr. Feeney is also Executive Vice President and Chief Financial Officer of
Oppenheimer & Co., Inc. Mr. Kleinberg is also Executive Vice President,
Secretary and General Counsel of Oppenheimer & Co., Inc. and Director and
Secretary of 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 four times during the year ended December 31, 1996. The Fund has no
nominating or compensation committees.
During the fiscal year ended December 31, 1996, 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 and/or BGI. The following table
provides information concerning the approximate compensation paid during the
year ended December 31, 1996, 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, 1996,
by the Fund to either Mr. Rappaport or Mr. Blum, who as officers or employees
of Advantage and/or Oppenheimer & Co., Inc., are interested persons as
defined under the 1940 Act.
TOTAL COMPENSATION
FROM OTHER FUNDS TOTAL COMPENSATION
AGGREGATE CO-ADVISED BY FROM OTHER FUNDS TOTAL COMPENSATION
COMPENSATION ADVANTAGE AND ADVISED BY FROM OTHER FUNDS
FROM FUND BGI ADVANTAGE ADVISED BY BGI TOTAL COMPENSATION
NAME OF DIRECTOR (DOLLARS) (DOLLARS) (DOLLARS) (DOLLARS) (DOLLARS)
- ---------------- ------------ ------------------ ------------------ ------------------ ------------------
Directorships<F1> Directorships<F1> Directorships<F1> Directorships<F1>
Leslie H. Gelb ......... $10,000 $9,300 (1) $35,300 (5) $0 $54,600 (7)
Gabriel Seeyave ........ $10,000 $0 $0 $0 $10,000 (1)
Jeswald W. Salacuse .... $10,100 $9,400 (1) $40,600 (5) $0 $60,100 (7)
Charles F. Barber ...... $10,100 $9,500 (1) $49,100 (6) $0 $68,700 (8)
Sir Rene Maingard ...... $10,000 $0 $0 $0 $10,000 (1)
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<F1> 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(f) 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, BGI,
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, 1996.
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, 1997.
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, 1996, neither the firm nor any of its partners had any direct or
material indirect 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 ADVISERS
ADVANTAGE ADVISERS, INC.
Advantage serves as the Fund's investment manager. The address of Advantage
is Oppenheimer Tower, One World Financial Center, 200 Liberty Street,
New York, New York 10281.
BARCLAYS GLOBAL INVESTORS INTERNATIONAL INC.
BGI serves as the Fund's investment adviser. The address of BGI is
Tower 49, 12 East 49th Street, New York, New York 10017.
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
Oppenheimer & Co., Inc. ("OpCo") serves as the Fund's administrator. The
address of OpCo is Oppenheimer Tower, One World Financial Center, 200 Liberty
Street, New York, New York 10281. 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.
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 1998 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, 1997.
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, BGI 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 $4,500 plus disbursements.
March 11, 1997
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THE INDIA FUND, INC.
ANNUAL MEETING OF STOCKHOLDERS -- APRIL 18, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS
The undersigned hereby appoints Robert I. Kleinberg, Robert A. Blum and
Charles J. DeMarco, 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 Oppenheimer Tower, One World Financial Center, New York, New York 10281 on
Friday, April 18, 1997, 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, 1997 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? DO YOU HAVE ANY COMMENTS?
- -------------------------------- --------------------------------
- -------------------------------- --------------------------------
- -------------------------------- --------------------------------
(Continued, and to be signed and dated, on the reverse side)
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSALS 1
(INCLUDING ALL NOMINEES FOR DIRECTORS) AND 2.
1. Election of Directors
[ ] FOR the 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 2000 Annual Meeting:
Jeswald W. Salacuse, Robert A. Blum
2. The ratification of the selection of Price Waterhouse LLP as the
independent accountants of the Fund for the year ending December 31, 1997.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Any other business that may properly come before the meeting.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. I will attend the meeting. [ ]
[ ] Change of Address and/or Comments 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.
Date , 1997
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Signature(s), Title(s), if applicable
PLEASE SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE
ENCLOSED ENVELOPE.