SCHEDULE 14A INFORMATION
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
[X] Filed by the Registrant
[ ] 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)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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THE INDIA FUND, INC.
March 24, 2005
DEAR STOCKHOLDERS:
We are pleased to enclose the notice and proxy statement for the Annual
Meeting of Stockholders of The India Fund, Inc. (the "Fund") to be held on
Thursday, April 21, 2005 at the offices of Simpson Thacher & Bartlett LLP, 425
Lexington Avenue, Conference Room 30J, 30th Floor, New York, New York at 11:00
a.m., New York time.
The stockholders of the Fund are being asked to vote on the election of
Directors.
After careful consideration, the Board of Directors, including its
independent directors, recommends that stockholders of the Fund vote "FOR" each
of the nominees. Whether or not you intend to attend the Meeting, you may vote
by proxy by signing and returning your proxy card in the enclosed postage-paid
envelope.
We urge you to review the enclosed materials for all the details for the
proposal described above. It is very important that you complete and return the
enclosed proxy card.
As always, we thank you for your confidence and support.
Sincerely,
/s/ Deborah Kaback
Deborah Kaback
Secretary
[THIS PAGE INTENTIONALLY LEFT BLANK]
THE INDIA FUND, INC.
200 Park Avenue, 24th Floor
New York, New York 10166
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
March 24, 2005
TO THE STOCKHOLDERS:
The Annual Meeting of Stockholders of The India Fund, Inc. (the "Fund") will
be held at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue,
New York, New York in Conference Room 30J, 30th Floor, on Thursday, April 21,
2005, at 11:00 a.m., for the purposes of considering and voting upon:
1. The election of Directors.
2. Any other business that may properly come before the Meeting.
The close of business on March 17, 2005 has been fixed as the record date for
the determination of stockholders entitled to notice of and to vote at the
Meeting. The enclosed proxy is being solicited on behalf of the Board of
Directors of the Fund.
By Order of the Board of Directors,
/s/ Deborah Kaback
Deborah Kaback
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 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.
200 Park Avenue, 24th Floor
New York, New York 10166
---------------
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 "Meeting") to be held at the
offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New
York in Conference Room 30J on the 30th Floor, on Thursday, April 21, 2005, at
11:00 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 24, 2005. ANY STOCKHOLDER MAY REQUEST AN
ADDITIONAL COPY OF THE FUND'S ANNUAL REPORT CONTAINING FINANCIAL STATEMENTS FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2004, FREE OF CHARGE, BY CONTACTING ADVANTAGE
ADVISERS, INC. ("ADVANTAGE") 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 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. The close of business on
March 17, 2005 has been fixed as the record date for the determination of
stockholders entitled to notice of and to vote at the 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
32,084,649.4388 shares of the Fund's common stock outstanding.
At the Meeting, stockholders will be asked to vote on the election of Class
II Directors of the Fund. In the event that a quorum is not present at the
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 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 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 Meeting.
Stockholders who plan on attending the Meeting will be required to provide
valid identification in order to gain admission.
Advantage, whose principal business address is 200 Park Avenue, 24th Floor,
New York, New York 10166, is the Fund's investment manager. Advantage is a
wholly-owned subsidiary of Oppenheimer Asset Management Inc., which is an
affiliate of Oppenheimer & Co. Inc.
Imperial Investment Advisors Private Limited ("Imperial"), whose principal
business address is Taj President-Mumbai, Room No. 802, 90, Cuffe Parade,
Mumbai-400 005, India, is the Fund's country adviser. Imperial is currently a
99%-owned subsidiary of Advantage India, Inc., which in turn is a wholly-owned
subsidiary of Oppenheimer & Co. Inc.
The principal business address of the Fund is 200 Park Avenue, 24th Floor,
New York, New York 10166. The Fund is a closed-end management investment
company, registered under the Investment Company Act of 1940, as amended (the
"1940 Act").
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 Meeting,
stockholders will be asked to elect three Class II Directors to hold office
until the 2008 Annual Meeting of Stockholders, or thereafter until their
respective successors are elected and qualified. The term of office of the Class
I and III Directors expires at the Annual Meeting of Stockholders in 2006 and
2007, respectively, or thereafter in each case when their respective successors
are duly 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
Meeting (unless directed not to vote) FOR the election of the nominees listed
below. All of the nominees are currently members of the Fund's Board of
Directors. The nominees have indicated that they will serve if elected, but if
the nominees 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.
The following table provides information concerning the nominees for election
as Class II Directors:
NUMBER OF
FUNDS IN
FUND
COMPLEX
OVERSEEN BY OTHER
PRINCIPAL NOMINEE DIRECTORSHIPS
POSITION(S) HELD LENGTH OF OCCUPATION(S) (INCLUDING HELD BY
NAME, ADDRESS AND AGE WITH FUND TERM SERVED DURING PAST 5 YEARS THE FUND) NOMINEE
---------------------- ---------------- ----------- -------------------- ----------- -------------
NOMINEES TO SERVE AS CLASS II DIRECTORS UNTIL THE 2008 ANNUAL MEETING OF STOCKHOLDERS
NON-INTERESTED DIRECTOR NOMINEE
Leslie H. Gelb Director and Since President Emeritus, The 2 Britannica.com;
The Counsel on Foreign Member of 1994 Council on Foreign Director of 34
Relations the Audit Relations (2003-Present); registered
58 East 68th Street Committee President, The Council investment
New York, NY 10021 and on Foreign Relations companies
Age: 67 Nominating (1993-2003); Columnist advised by
Committee (1991-1993); Deputy Salomon
Editorial Page Editor Brothers Asset
(1985-1990) and Editor, Management
Op-Ed Page (1988-1990), ("SBAM").
THE NEW YORK TIMES.
2
NUMBER OF
FUNDS IN
FUND
COMPLEX
OVERSEEN BY OTHER
PRINCIPAL NOMINEE DIRECTORSHIPS
POSITION(S) HELD LENGTH OF OCCUPATION(S) (INCLUDING HELD BY
NAME, ADDRESS AND AGE WITH FUND TERM SERVED DURING PAST 5 YEARS THE FUND) NOMINEE
---------------------- ---------------- ----------- -------------------- ----------- -------------
NOMINEES TO SERVE AS CLASS II DIRECTORS UNTIL THE 2008 ANNUAL MEETING OF STOCKHOLDERS
NON-INTERESTED DIRECTOR NOMINEE
Stephane R.F. Henry Director and Since Managing Director, 1 Boyer Allan
c/o Premium Asset Management Member of 2004 Premium Asset India Fund Inc.
Ltd. the Management Ltd.,
Jamalacs, Vieux Conseil Nominating (1998-present).
Street Committee
Port Louis, Mauritius
Age: 38
Luis F. Rubio Director and Since President, Centro de 9 None
Jaime Balmes No. 11, D-2 Member of 1999 Investigacion para el
Los Morales, Polanco the Audit Desarrollo, A.C. (Center
Mexico, D.F. 11510 Committee of Research for
Age: 49 and Development) (2002-
Nominating Present) Director
Committee General, Centro de
Investigacion para el
Desarrollo, A.C. (1984-
2002); frequent
contributor of op-ed
pieces to THE LOS ANGELES
TIMES and THE WALL
STREET JOURNAL.
The following table provides information concerning the Directors serving
until the year 2006 and 2007 Annual Meetings of Stockholders:
NUMBER OF
FUNDS IN
FUND
COMPLEX
OVERSEEN BY OTHER
PRINCIPAL NOMINEE DIRECTORSHIPS
POSITION(S) HELD LENGTH OF OCCUPATION(S) (INCLUDING HELD BY
NAME, ADDRESS AND AGE WITH FUND TERM SERVED DURING PAST 5 YEARS THE FUND) NOMINEE
---------------------- ---------------- ----------- -------------------- ----------- -------------
CLASS I DIRECTORS SERVING UNTIL THE YEAR 2006 ANNUAL MEETING OF STOCKHOLDERS
NON-INTERESTED DIRECTORS
Lawrence K. Becker Director and Since Treasurer of The France 9 None
8039 Harbor View Terrace Member of 2003 Growth Fund, Inc.
Brooklyn, NY 11209 the Audit (February 2004-Present);
Age: 49 Committee Private Investor, Real
and Estate Investment
Nominating Management (July 2003-
Committees Present); Vice President,
Controller/Treasurer,
National Financial
Partners (2000-2003);
Managing Director,
Controller/Treasurer,
Oppenheimer Capital-
PIMCO (1981-2000).
3
NUMBER OF
FUNDS IN
FUND
COMPLEX
OVERSEEN BY OTHER
PRINCIPAL NOMINEE DIRECTORSHIPS
POSITION(S) HELD LENGTH OF OCCUPATION(S) (INCLUDING HELD BY
NAME, ADDRESS AND AGE WITH FUND TERM SERVED DURING PAST 5 YEARS THE FUND) NOMINEE
---------------------- ---------------- ----------- -------------------- ----------- -------------
CLASS I DIRECTORS SERVING UNTIL THE YEAR 2006 ANNUAL MEETING OF STOCKHOLDERS
NON-INTERESTED DIRECTORS
Jeswald W. Salacuse Director and Since Henry J. Braker 2 Director of 34
The Fletcher School Chairman of 1993 Professor of Commercial registered
of Law & Diplomacy the Audit Law, The Fletcher investment
at Tufts University Committee School of Law & companies
Medford, MA 02155 and Diplomacy (1986- advised by
Age: 67 Nominating Present); Dean, The SBAM.
Committee Fletcher School of Law &
Diplomacy, Tufts
University (1986-1994).
CLASS III DIRECTORS SERVING UNTIL THE YEAR 2007 ANNUAL MEETING OF STOCKHOLDERS
NON-INTERESTED DIRECTOR
J. Marc Hardy Director and Since Managing Director, 1 None
c/o Multiconsult Limited Member of 2002 Mainstream Ltd.
Frere Felix de Valois the (independent financial
Street Nominating advisor) and Value
Port Louis, Mauritius Committee Investors Ltd. (private
Age: 50 investment company).
INTERESTED DIRECTOR
Bryan McKigney* Director, Since Managing Director, 9 None
90 Broad Street President and 1999 Oppenheimer Asset
New York, NY 10004 Chairman of Management Inc. (June
Age: 46 the Board 2003-Present); Managing
Director (2000-June
2003) and Executive
Director (1993-2000),
CIBC World Markets Corp.;
Managing Director, CIBC
Oppenheimer Advisers,
L.L.C. and Advantage;
President of The Asia
Tigers Fund, Inc.; and
formerly, Vice President
and Division Executive,
Head of Derivative
Operations (1986-1993).
----------------------
* Mr. McKigney is an "interested person," as defined in the 1940 Act, because
he serves as Managing Director of Advantage and a director and/or officer of
affiliates of Advantage, the Fund's investment manager.
4
The following table provides information concerning the number and dollar
range of equity securities owned beneficially by each Director and nominee for
election as Director as of March 17, 2005:
AGGREGATE DOLLAR
RANGE OF EQUITY
DOLLAR RANGE SECURITIES IN ALL
OF EQUITY FUNDS OVERSEEN BY
NUMBER OF SECURITIES IN DIRECTOR/NOMINEE AND
NAME OF DIRECTOR/NOMINEE SHARES THE FUND ADVISED BY ADVANTAGE
----------------------------- ------------- ----------------- ------------------------
NON-INTERESTED DIRECTORS/NOMINEES
Lawrence K. Becker None None None
Leslie H. Gelb None None None
J. Marc Hardy None None None
Stephane R.F. Henry None None None
Luis F. Rubio None None None
Jeswald W. Salacuse 569.4303 $10,000 - 50,000 $10,000 - 50,000
INTERESTED DIRECTOR/NOMINEE
Bryan McKigney* 2,000 $50,000 - 100,000 $50,000 - 100,000
ALL DIRECTORS AND EXECUTIVE OFFICERS
(AS A GROUP) 2,569.4303 n/a n/a
----------------------
* Mr. McKigney is an "interested person," as defined in the 1940 Act, because
he serves as Managing Director of Advantage and a director and/or officer of
affiliates of Advantage, the Fund's investment manager.
As of March 17, 2005, the holdings of no Director or executive officer, nor
the Directors and executive officers of the Fund as a group, represented more
than 1% of the outstanding shares of the Fund's common stock. At March 17, 2005,
no Director or nominee for election as Director who is not an "interested
person" of the Fund as defined in the 1940 Act, nor any immediate family member
of such persons, owned beneficially or of record any shares of Advantage, the
Fund's investment manager, Imperial, the Fund's country adviser, or any person
or entity (other than the Fund) directly or indirectly controlling, controlled
by, or under common control with Advantage or Imperial.
The following table sets forth the beneficial ownership of shares of the
Fund, as of March 17, 2005, by each person (including any group) known to the
Fund to be deemed to be the beneficial owner of more than 5% of the outstanding
shares of the Fund:
NUMBER OF
SHARES
BENEFICIALLY PERCENT
NAME OF BENEFICIAL OWNER OWNED OWNERSHIP
--------------------------------- ---------------- ---------------
Barclays Global Investors, N.A. (1) 742,256 3.28%
45 Fremont Street
San Francisco, CA 94105
Barclays Global Investors, Ltd. (1) 642,150 2.84%
Murray House
1 Royal Mint Court
London EC3N 4HH
United Kingdom
----------------------
(1) Based solely upon information presented in Schedule 13G, providing
information as of December 31, 2004, filed jointly by the above-listed
entities, which, in each case, reports sole voting and dispositive power as
to all such shares. Each such entity disclaims membership in a group. The
aggregate ownership of the above-listed entities is equal to 6.12%.
5
In addition, as of March 17, 2005, Cede & Co., a nominee for participants in
The Depository Trust Company, held of record 31,982,593.0000 shares, equal to
99.7% of the outstanding shares of the Fund.
RESPONSIBILITIES OF THE BOARD OF DIRECTORS
The Board of Directors is responsible for ensuring that the Fund is managed
in the best interest of its stockholders. The Directors oversee the Fund's
business by, among other things, meeting with the Fund's management and
evaluating the performance of the Fund's service providers including Advantage,
Imperial, the custodian, the transfer agent and the administrator. As part of
this process, the Directors consult with the Fund's independent registered
public accounting firm and with their own separate independent counsel.
The Board of Directors has four regularly scheduled meetings each year and
additional meetings are scheduled as needed. In addition, the Board has an Audit
Committee and a Nominating Committee which meet periodically during the year and
whose responsibilities are described below.
The Directors regularly review the Fund's financial statements, performance
and market price as well as the quality of the services being provided to the
Fund. As part of this process, the Directors review the Fund's fees and expenses
to determine if they are reasonable and competitive in light of the services
being received, while also ensuring that the Fund continues to have access to
high quality services in the future. Based on these reviews, the Directors
periodically make suggestions to the Fund's management and monitor to ensure
that responsive action is taken. The Directors also monitor potential conflicts
of interest among the Fund, Advantage, Imperial and its affiliates and other
funds and clients managed by Advantage to ensure that the Fund is managed in a
manner which is in the best interest of the Fund's stockholders.
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. McKigney, the current executive officers of the
Fund are:
LENGTH
OF
POSITIONS HELD TERM PRINCIPAL OCCUPATION
NAME, ADDRESS AND AGE WITH FUND SERVED DURING PAST 5 YEARS
------------------------- -------------- -------------- -------------------------------------------------
Deborah Kaback Secretary Since 2003 Senior Vice President and Senior Counsel,
200 Park Avenue Oppenheimer Asset Management Inc. since June
24th Floor 2003; Executive Director, CIBC World Markets
New York, NY 10166 Corp. (August 2001-June 2003); Vice President
Age: 53 and Senior Counsel, Oppenheimer Funds, Inc.
(November 1999-August 2001); Senior Vice
President and Deputy General Counsel,
Oppenheimer Capital (April 1989-November 1999).
Alan E. Kaye Treasurer Since 1999 Senior Vice President, Oppenheimer Asset
90 Broad Street Management Inc. since June 2003 and Executive
New York, NY 10004 Director (1995-June 2003), CIBC World Markets
Age: 53 Corp.; formerly, Vice President, Oppenheimer &
Co., Inc. (1986-1994).
6
The Fund's Audit Committee is composed entirely of Directors who are not
"interested persons" of the Fund or of Advantage, Imperial 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. Becker, Gelb,
Rubio and Salacuse are members of the Audit Committee. The Audit Committee
convened five times during the fiscal year ended December 31, 2004. The
principal functions of the Audit Committee are to appoint and retain the Fund's
independent registered public accounting firm, to review with the independent
registered public accounting firm the scope, performance and anticipated cost of
their audit and to receive and consider a report from the independent registered
public accounting firm concerning their conduct of the audit, including the form
of the opinion proposed to be rendered and any comments or recommendations the
independent registered public accounting firm might want to make in that
connection. The Board has determined that Mr. Becker will serve as the "audit
committee financial expert," as defined in Section 401(h) of Regulation S-K. The
Fund adopted an Audit Committee Charter in February 2000, which was most
recently amended and restated in December 2003.
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 registered public accounting firm, 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 and No. 90. 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, 2004.
The members of the Audit Committee are not professionally engaged in the
practice of auditing or accounting and are not employed by the Fund for
accounting, financial management or internal control. Moreover, the Audit
Committee relies on and makes no independent verification of the facts presented
to it or representations made by management or the independent registered public
accounting firm. Accordingly, the Audit Committee's oversight does not provide
an independent basis to determine that management has maintained appropriate
accounting and financial reporting principles and policies, or internal controls
and procedures, designed to assure compliance with accounting standards and
applicable laws and regulations. Furthermore, the Audit Committee's
considerations and discussions referred to above do not provide assurance that
the audit of the Fund's financial statements has been carried out in accordance
with generally accepted auditing standards or that the financial statements are
presented in accordance with generally accepted accounting principles.
Pursuant to the Fund's Audit Committee Pre-Approval policy, the Audit
Committee pre-approved audit and non-audit services provided by PwC to the Fund
in 2004.
A representative of PwC will be available at the Meeting to answer
appropriate questions and will have an opportunity to make a statement if he or
she chooses to do so.
The Nominating Committee is composed entirely of Directors who are not
"interested persons" of the Fund, Advantage or of Imperial 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. Becker, Hardy,
Henry, Gelb, Rubio and Salacuse are members of the Nominating Committee. This
Committee met one time during the fiscal year ended December 31, 2004. The
principal function of the Nominating Committee is to select and nominate persons
for election as Directors of the Fund. The Fund adopted a Nominating Committee
Charter on December 18, 2003.
7
The Nominating Committee identifies potential nominees through its network of
contacts. While the Nominating Committee meets to discuss and consider such
candidates' qualifications and then chooses a candidate by majority vote, the
Nominating Committee does not have specific, minimum qualifications for nominees
and has not established specific qualities or skills that it regards as
necessary for one or more of the Fund's Directors to possess (other than any
qualities or skills that may be required by applicable law, regulation or
listing standard).
In identifying and evaluating nominees, the Nominating Committee considers
factors it deems relevant which include: whether or not the person is an
"interested person" as defined in the 1940 Act and whether the person is
otherwise qualified under applicable laws and regulations to serve on the Board
of Directors of the Fund; whether or not the person has any relationship that
might impair his or her independence, such as any business, financial or family
relationships with Fund management, the investment manager of the Fund, Fund
service providers or their affiliates; whether or not the person serves on
boards of, or is otherwise affiliated with, competing organizations or funds;
and the character and integrity of the person and the contribution which the
person can make to the Board. The Nominating Committee will accept nominations
for the office of Director made by Fund stockholders. Stockholders who wish to
recommend a nominee should send nominations to the Secretary of the Fund which
include biographical information and set forth the qualifications of the
proposed nominee. There are no differences in the manner in which the Nominating
Committee evaluates nominees based on whether such nominees are recommended by a
stockholder.
The Fund does not pay a fee to any third party or parties to identify or
evaluate or assist in identifying or evaluating potential nominees.
The Nominating Committee did not receive a recommended nominee from a
stockholder who beneficially owned, or a group of stockholders who beneficially
owned, more than 5% of the Fund's shares for at least one year as of the date
the recommendation was made.
During the fiscal year ended December 31, 2004, the Board of Directors held
four regular meetings and five special meetings. Except for Mr. Henry, each
Director attended at least 75% of the meetings of the Board or the committee of
the Board on which he served.
REPORT OF THE AUDIT COMMITTEE
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. Becker, Gelb, Rubio and
Salacuse are members of the Audit Committee. The Audit Committee convened five
times during the fiscal year ended December 31, 2004. The principal functions of
the Audit Committee are to recommend to the Board the appointment of the Fund's
independent registered public accounting firm, to review with the independent
registered public accounting firm the scope, performance and anticipated cost of
their audit and to receive and consider a report from the independent public
accounting firm concerning their conduct of the audit, including the form of the
opinion proposed to be rendered and any comments or recommendations the
independent public accounting firm might want to make in that connection. The
Fund adopted an Audit Committee Charter in February 2000, which was most
recently amended in December 2003.
8
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 public accounting firm, 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 and No. 90. 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, 2004.
STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS.
The Fund has adopted procedures by which Fund stockholders may send
communications to the Board of Directors. Stockholders may mail written
communications to the Board to the attention of the Board of Directors India
Fund, c/o the Fund's Chief Legal Officer, 200 Park Avenue, 24th Floor, New York,
New York 10166. Stockholder communications must (i) be in writing and be signed
by the stockholder and (ii) identify the number of shares held by the
stockholder. The Chief Legal Officer of the Fund is responsible for reviewing
properly submitted stockholder communications. The Chief Legal Officer shall
either (i) provide a copy of each properly submitted stockholder communication
to the Board at its next regularly scheduled board meeting or (ii) if the Chief
Legal Officer determines that the communication requires more immediate
attention, forward the communication to the Directors promptly after receipt.
The Chief Legal Officer may, in good faith, determine that a stockholder
communication should not be provided to the Board because it does not reasonably
relate to the Fund or its operations, management, activities, policies, service
providers, Board, officers, stockholders or other matters relating to an
investment in the Fund or is otherwise ministerial in nature. These procedures
shall not apply to (i) any communication from an officer or Director of the
Fund, (ii) any communication from an employee or agent of the Fund, unless such
communication is made solely in such employee's or agent's capacity as a
stockholder of the Fund, or (iii) any stockholder proposal submitted pursuant to
Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or any
communication made in connection with such a proposal.
The Fund's Directors are not required to attend the Fund's Annual Meeting of
Stockholders or to otherwise make themselves available to stockholders for
communications, other than by the aforementioned procedures. None of the Fund's
Directors attended the Fund's April 28, 2004 Annual Meeting of Stockholders.
ADDITIONAL MATTERS
Under the federal securities laws, the Fund is required to provide to
stockholders in connection with the 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, Imperial, the Fund's country adviser,
or an affiliate of Advantage during the Fund's prior fiscal year. The following
table provides information concerning the approximate compensation paid during
the fiscal year ended December 31, 2004 to each Director of the Fund and the
aggregate compensation paid to them from all registered funds in the Fund
Complex for the fiscal year ended December 31, 2004. No remuneration was paid
during the fiscal year ended December 31, 2004 by the Fund to Mr. McKigney who,
as an officer or employee of Advantage and Oppenheimer Asset Management Inc., is
an "interested person" as defined under the 1940 Act. The Fund does not provide
any pension or retirement benefits to Directors.
9
A Fund Complex means two or more registered investment companies that hold
themselves out to investors as related companies for purposes of investment and
investor services, or that have a common investment adviser or that have an
investment adviser that is an affiliated person of the investment adviser of any
of the other registered investment companies. Investment companies are
considered to be in the same family if they share the same investment adviser or
principal underwriter and hold themselves out to investors as related companies
for purposes of investment and investor services.
PENSION OR TOTAL TOTAL
RETIREMENT ESTIMATED COMPENSATION COMPENSATION
BENEFITS ANNUAL FROM OTHER FROM FUND
ACCRUED BENEFITS AGGREGATE FUNDS AND
AS PART OF UPON COMPENSATION ADVISED BY FUND
NAME OF DIRECTOR FUND EXPENSE RETIREMENT FROM FUND ADVANTAGE COMPLEX
--------------------- ------------ ---------- ------------ ----------------- -----------------
Directorships (A) Directorships (A)
Lawrence K. Becker None None $9,000 $97,400 $106,400 (11)
Leslie H. Gelb None None $8,300 $ 8,000 (1) $ 16,300 (2)
J. Marc Hardy None None $8,800 $ -- $ 8,800 (1)
Stephane R.F. Henry None None $5,950 $ -- $ 5,950 (1)
Luis F. Rubio None None $8,400 $96,600 (1) $105,000 (11)
Jeswald W. Salacuse None None $8,900 $ 8,600 (1) $ 17,500 (2)
Gabriel Seeave None None $ 800 $ -- $ 800 (1)
----------------------
(A) The numbers in parentheses indicate the applicable number of funds in the
fund complex held by that Director (including the Fund).
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, Imperial 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. These persons and entities are required by
SEC regulation to furnish the Fund with copies of all such forms they file.
Based solely on a review of those forms furnished to the Fund, the Fund believes
that the Fund's Directors and officers, and Advantage, Imperial and its
directors and officers have complied with applicable filing requirements during
the fiscal year ended December 31, 2004.
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" DIRECTOR, UNANIMOUSLY
RECOMMEND THAT THE STOCKHOLDERS VOTE "FOR" EACH OF THE NOMINEES
FOR DIRECTOR.
10
ADDITIONAL INFORMATION
INVESTMENT MANAGEMENT
ADVANTAGE ADVISERS, INC.
Advantage serves as the Fund's investment manager. The address of Advantage
is 200 Park Avenue, 24th Floor, New York, New York 10166.
IMPERIAL INVESTMENT ADVISORS PRIVATE LIMITED
As of May 1, 2002, Imperial serves as the Fund's country adviser. Imperial is
a subsidiary of Advantage India, Inc., which served as the Fund's country
adviser from August 1, 2001 to April 30, 2002. The address of Imperial is Taj
President-Mumbai, Room No. 802, 90, Cuffe Parade, Mumbai-400 005, India. The
address of Advantage India, Inc. is 200 Park Avenue, 24th Floor, New York, New
York 10166.
OPPENHEIMER & CO. INC.
Oppenheimer & Co. Inc. currently serves as the Fund's administrator. The
address of Oppenheimer & Co. Inc. is 125 Broad Street, New York, New York 10004.
Oppenheimer & Co. Inc. subcontracts certain of its responsibilities to PFPC Inc.
The address of PFPC Inc. is 103 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 (DDM) Building 10, Frere Felix de Valois
Street, Port Luis, Mauritius.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Fund's Audit Committee has adopted written policies relating to the
pre-approval of the audit and non-audit services performed by the Fund's
independent registered public accounting firm. Unless a type of service to be
provided by the independent registered public accounting firm has received
general pre-approval, it requires specific pre-approval by the Audit Committee.
Under the policies, on an annual basis, the Fund's Audit Committee reviews and
pre-approves the services to be provided by the independent registered public
accounting firm without having obtained specific pre-approval from the Audit
Committee. In addition, the Audit Committee pre-approves any permitted non-audit
services to be provided by the independent registered public accounting firm to
Advantage or any entity controlling, controlled by, or under common control with
Advantage if such services relate directly to the operations and financial
reporting of the Fund.
AUDIT FEES. The aggregate fees paid to PwC in connection with the annual
audit of the Fund's financial statements and for services normally provided by
PwC in connection with the statutory and regulatory filings of the Fund for the
fiscal years ended December 31, 2003 and December 31, 2004 were $95,550 and
$107,000, respectively, including out of pocket expenses.
AUDIT RELATED FEES. The aggregate fees paid to PwC in connection with
assurance and related services related to the annual audit of the Fund and for
review of the Fund's financial statements, other
11
than the Audit Fees described above, for the fiscal years ended December 31,
2003 and December 31, 2004 were $0 and $0, respectively.
TAX FEES. The aggregate fees paid for domestic and international tax-related
services, including tax compliance, tax advice and tax planning, rendered by PwC
to the Fund for the fiscal years ended December 31, 2003 and December 31, 2004
were $65,265 and $60,000, respectively.
ALL OTHER FEES. The aggregate fees billed for all other non-audit services
rendered by PwC to the Fund for the fiscal years ended December 31, 2003 and
December 31, 2004 were $0 and $0, respectively. The aggregate non-audit fees
billed by PwC for services rendered to the Fund, Advantage and any entity
controlling, controlled by, or under common control with the Fund, Advantage and
Oppenheimer & Co. Inc. that provides ongoing services to the Fund for the fiscal
years ended December 31, 2003 and December 31, 2004 were $50,050 and $50,000,
respectively. The Audit Committee has determined that the provision of non-audit
services is compatible with maintaining the independence of PwC.
None of the services described above, provided in the fiscal year ended
December 31, 2004, were approved pursuant to the de minimis exception provided
in Rule 2-01(c)(7)(i)(C) of Regulation S-X promulgated by the SEC.
OTHER BUSINESS
The Board of Directors of the Fund does not know of any other matter which
may come before the Meeting. If any other matter properly comes before the
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 2006, must be
received by the Fund (addressed to The India Fund, Inc., 200 Park Avenue, 24th
Floor, New York, New York 10166) for inclusion in the Fund's proxy statement and
proxy relating to that meeting no later than December 6, 2005. Any stockholder
who desires to bring a proposal for consideration at the Fund's year 2005 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., 200 Park Avenue, 24th
Floor, New York, New York 10166) during the 30-day period from December 31, 2005
to January 31, 2006.
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 Oppenheimer & Co. Inc. 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.
March 24, 2005
12
THE INDIA FUND, INC.
ANNUAL MEETING OF STOCKHOLDERS - APRIL 21, 2005
THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS
The undersigned hereby appoints Bryan McKigney and Daisy Liguori, 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 Simpson Thacher &
Bartlett LLP, 425 Lexington Avenue, New York, New York 10017, in Conference Room
30J on the 30th Floor on Thursday, April 21, 2005, at 11:00 a.m., and at any
adjournments thereof, upon the matters set forth in the Notice of Meeting and
Proxy Statement dated March 24, 2005 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 PROPOSAL
1 (WHICH INCLUDES ALL NOMINEES FOR DIRECTOR). Please refer to the Proxy
Statement for a discussion of the Proposal.
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
----------- -----------
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSAL 1 (WHICH INCLUDES ALL NOMINEES FOR DIRECTOR).
1. Election of Directors.
NOMINEE (CLASS II) TO SERVE UNTIL THE YEAR 2008 ANNUAL 2. The persons named as proxies are authorized to vote
MEETING: in their discretion on any other business as may
(01) Leslie H. Gelb properly come before the Meeting.
(02) Stephane R.F. Henry
(03) Luis F. Rubio
FOR THE WITHHOLD AUTHORITY
NOMINEES LISTED [ ] [ ] TO VOTE FOR THE NOMINEES
ABOVE LISTED ABOVE
[ ]___________________________________________________
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE, WRITE THAT NOMINEE'S NAME IN THE
SPACE PROVIDED ABOVE.) Please mark the box at right if you plan to attend.
Please bring valid identification. [ ]
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.
PLEASE SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE
ENCLOSED ENVELOPE.
Signature: Date: Signature: Date:
------------------------------ ------------ -------------------------------- ----------