Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
/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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it is determined):
---------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------------
(5) Total fee paid:
---------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
--------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
--------------------------------------------------------------------
(3) Filing Party:
--------------------------------------------------------------------
(4) Date Filed:
--------------------------------------------------------------------
THE INDIA FUND, INC.
622 Third Avenue, 8th Floor
New York, New York 10017
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
March 18, 2002
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, 425
Lexington Avenue, New York, New York in Conference Room 30J on the 30th Floor,
on Friday, April 26, 2002, at 10:00 a.m., for the purposes of considering and
voting upon:
1. The election of directors (Proposal 1); and
2. Any other business that may properly come before the meeting.
The close of business on March 11, 2002 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/ Bryan McKigney
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
2
THE INDIA FUND, INC.
622 Third Avenue, 8th Floor
New York, New York 10017
---------------------------------
PROXY STATEMENT
---------------------------------
This proxy statement is furnished in connection with a solicitation
by the Board of Directors of The India Fund, Inc. (the "Fund") of proxies to
be used at the Annual Meeting of Stockholders of the Fund (the "Annual
Meeting") to be held at the offices of Simpson Thacher & Bartlett, 425
Lexington Avenue, New York, New York in Conference Room 30J on the 30th Floor,
on Friday, April 26, 2002, 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 18, 2002. Any
stockholder may request an additional copy of the Fund's annual report
containing financial statements for the fiscal year ended December 31, 2001,
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. The close of business on March 11, 2002 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 30,668,333 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.
Stockholders who plan on attending the Annual Meeting will be
required to provide valid identification in order to gain admission.
Advantage Advisers, Inc. ("Advantage"), whose principal business
address is 622 Third Avenue, 8th Floor, New York, New York 10017, is the
Fund's investment manager.
3
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 three Class I Directors to hold
office until the 2005 Annual Meetings of Stockholders, respectively, or
thereafter when their respective successors are elected and qualified. The
term of office of the Class II and III Directors expires at the Annual Meeting
of Stockholders in 2003 and 2004, respectively, 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.
The following table provides information concerning the nominees for
election as Director:
Number
of Funds
in Fund
Complex
Overseen
by
Nominee Other
Position Held Length of Principal Occupation (including Directorships
Name, Address and Age with Fund Term Served during Past 5 Years the Fund) Held by Nominee
-------------------------- ------------- ----------- -------------------- ---------- ---------------
Leslie H. Gelb Director and Since 1994 President, The 2 Britannica.com;
The Council on Foreign Member of the Council on Foreign Director of 10
Relations Audit and Relations registered
58 East 68th Street Nominating (1993-Present); investment
New York, NY 10021 Committees Columnist companies
Age: 65 (1991-1993), Deputy advised by
Editorial Page Editor Salomon Brothers
(1986-1990) and Asset Management
Editor, Op-Ed Page ("SBAM").
(1988-1990), The New
York Times.
Luis F. Rubio Director and Since 1999 President, Centro de 5 None
Jaime Balmes No. 11, D-2 Member of the Investigacion para el
Los Morales Polanco Audit and Desarrollo, A.C.
Mexico, D.F. 11510 Nominating (Center of Research
Age: 46 Committees for Development)
(1981-Present);
frequent
contributor of
op-ed pieces to
The Los Angeles
Times and The
Wall Street
Journal.
Gabriel Seeyave Director Since 1994 Tax Advisor 1 Director, The
De Chazal De Mee Building (1993-present); United Basalt
10 formerly Partner, De Products
Frere Felix de Valois Chazul De Mee & Co. Limited.
Street (chartered
Port Luis, Mauritius accountants).
Age: 71
4
The following table provides information concerning the
Directors serving until the year 2003 and 2004 Annual Meetings of
Stockholders:
Number
of Funds
in Fund
Complex
Overseen
by Other
Nominee Directorships
Position Held Length of Principal Occupation (including Held by
Name, Address and Age with Fund Term Served during Past 5 Years the Fund) Director
-------------------------- ------------- ----------- -------------------- ---------- ---------------
Class II Directors serving until the Year 2003 Annual Meeting of Stockholders
Charles F. Barber Director, Since 1993 Consultant; formerly, 6 Director of 3
66 Glenwood Drive Chairman of Chairman of the Board, registered
Greenwich, CT 06830 Audit ASARCO Incorporated investment
Age: 85 Committee and (producer of copper companies
Member, Audit and other metals). advised by
Committee SBAM.
Jeswald W. Salacuse Director, Since 1993 Henry J. Braker 2 Director of 10
The Fletcher School Member of Professor of registered investment
of Law & Diplomacy at Audit Commercial Law companies advised by SBAM;
Tufts University Committee and (1990-Present) and Director, Municipal
Medford, MA 02155 Chairman of formerly Dean Advantage Fund Inc.
Age: 64 Nominating (1986-1994), The Fletcher
Committee School of Law & Diplomacy,
Tufts University.
*Howard M. Singer Director and Since 2000 Managing Director, 9 None
622 Third Avenue Chairman of CIBC World Markets
8th Floor the Board of Corp., CIBC
New York, NY 10017 Directors Oppenheimer Advisers,
Age: 38 L.L.C. and Advantage.
Class III Directors serving until the Year 2004 Annual Meeting of Stockholders
Sir Rene Maingard, Director Since 1994 Retired 1 Director, Rogers
C.B.E. & Co. Ltd.
De Chazal De Mee (shipping,
Building 10 banking).
Frere Felix de Valois
Street
Port Louis, Mauritius
Age: 84
*Bryan McKigney Director, Since 2000 Managing Director 1 None
622 Third Avenue President and (2000-Present) and
8th Floor Secretary Executive Director
New York, NY 10017 (1993-2000), CIBC
Age: 43 World Markets Corp.;
Managing Director,
CIBC Oppenheimer
Advisers, L.L.C. and
Advantage; President
and Secretary of The
Asia Tigers Fund,
Inc.; formerly, Vice
President and
Division Executive,
Head of Derivative
Operations
(1986-1993) and
Assistant Vice
President, Securities
and Commodity
Operations
(1981-1985), Chase
Manhattan Bank.
---------
* Mr. Singer and Mr. McKigney are "interested persons," as defined in the
Investment Company Act of 1940, as amended (the "1940 Act"), because each
serves as Managing Director of Advantage and a director and/or officer of
affiliates of Advantage, the Fund's investment adviser.
5
The following table provides information concerning the
dollar range of equity securities owned beneficially by each Director and
nominee for election as Director.
Aggregate Dollar Range of Equity
Securities in All Funds Overseen
Dollar Range of Equity by Director/Nominee and Advised
Name of Director/Nominee Securities in the Fund by Advantage
------------------------------------ ---------------------- --------------------------------
Charles F. Barber $1 - $10,000 $10,001 - $50,000
Leslie H. Gelb $1 - $10,000 $1 - $10,000
Sir Rene Maingard None None
*Brian McKigney $1 - $10,000 $1 - $10,000
Luis F. Rubio $1 - $10,000 $10,001 - $50,000
Jeswald W. Salacuse $1 - $10,000 $1 - $10,000
Gabriel Seeyave None None
*Howard M. Singer $1 - $10,000 $10,001 - $50,000
---------
* Mr. Singer and Mr. McKigney are "interested persons" as defined in the 1940 Act.
The holdings of no Director represented more than 1% of the
outstanding shares of the Fund. At March 11, 2002, Directors and officers of
the Fund as a group owned beneficially less than 1% of the outstanding shares
of the Fund. Similarly, at March 11, 2002, none of the Directors nor nominees
for election as Director who are not "interested persons" of the Fund as
defined in the 1940 Act, nor their immediate family members, owned
beneficially or of record any class of securities of Advantage, the Fund's
investment adviser, Advantage India, Inc., the Fund's country adviser, or
person or entity (other than the Fund) directly or indirectly controlling,
controlled by, or under common control with Advantage or Advantage India, Inc.
The following table sets forth the beneficial ownership of shares of
the Fund, at March 11, 2002 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.
Number of Shares
Name of Beneficial Owner Beneficially Owned Percent Ownership
----------------------------------------------------- ------------------ -----------------
City of London Investment Group PLC (1) 2,846,950 8.37%
10 Eastcheap
London EC3M ILX
England
President and Fellows of Harvard College (2) 2,127,201 6.8%
c/o Harvard Management Company, Inc.
600 Atlantic Avenue
Boston, MA 02210
---------
(1) Based solely upon information presented in Schedule 13G, providing
information as of December 31, 2001, 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, 2001, filed by City of London Investment
Management Company Limited, which reports voting and dispositive power
as to 2,846,950 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, 2001, such ownership would be
2,846,950 shares, representing 8.37% of the outstanding shares of the
Fund as of such date.
(2) Based solely upon information presented in Schedule 13G, providing
information as of December 31, 2001, filed by President and Fellows of
Harvard College, which reports sole voting and dispositive power as to
all such shares.
6
In addition, at March 11, 2002, Cede & Co., a nominee for
participants in The Depository Trust Company, held of record 30,535,174
shares, equal to 99.57% 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:
Position(s) Held Length of Principal Occupation
Name, Address and Age with Fund Term Served during Past 5 Years
------------------------ ---------------- ----------- ---------------------------------------
Alan E. Kaye Treasurer 1999 Executive Director of CIBC World
CIBC World Markets Corp. Markets Corp. (1995-Present); formerly,
622 Third Avenue Vice President, Oppenheimer & Co., Inc.
8th Floor (1986-1994).
New York, NY 10017
Age: 49
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, 2001. 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.
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, 2001.
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 did not meet during
the fiscal year ended December 31, 2001. 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, 2001, the Board of
Directors met six times. Each director attended at least 75% of the meetings
of the Board or the committee of the Board on which he served.
7
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, Advantage India,
Inc., 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, 2001
to each Director of the Fund. No remuneration was paid during the fiscal year
ended December 31, 2001 by the Fund to Messrs. McKigney and Singer who, as
officers and employees of Advantage and CIBC World Markets Corp., 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 $7,850 $7,600(1) $47,750(6)
Leslie H. Gelb $7,850 $7,500(1) $15,350(2)
Sir Rene Maingard $7,850 0 $7,850(1)
Luis Rubio $8,450 $8,100(1) $40,250(5)
Jeswald W. Salacuse $8,450 $8,100(1) $16,550(2)
Gabriel Seeyave $7,750 0 $7,750(1)
---------
(A) The numbers in parentheses indicate the applicable number of registered
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, Advantage India, Inc. 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, 2001.
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.
8
Additional Information
Investment Management
Advantage Advisers, Inc.
Advantage serves as the Fund's investment manager. The address of
Advantage is 622 Third Avenue, 8th Floor, New York, New York 10017.
Advantage India, Inc.
As of August 1, 2001, Advantage India, Inc. serves as the Fund's
country adviser. The address of Advantage is 622 Third Avenue, 8th Floor, New
York, New York 10017. Prior to August 1, 2001, Infrastructure Leasing and
Financial Services Limited ("ILFS") served as the Fund's country adviser. The
address of ILFS is Mahindra Towers, 4th Floor, Dr. G.M. Bhosale Marg, Mumbai,
India 400 021.
CIBC World Markets Corp.
CIBC World Markets Corp. serves as the Fund's administrator. The
address of CIBC World Markets Corp. is 622 Third Avenue, 8th Floor, New York,
New York 10017. CIBC World Markets Corp. 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, 2001 was $110,000.
Financial Information Systems Design and Implementation Fees. There
were no aggregate fees billed for information technology services rendered by
PwC to the Fund, Advantage, Advantage India, Inc., CIBC World Markets Corp.
and entities controlled by either of the investment advisers that provide
services to the Fund for the fiscal year ended December 31, 2001.
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, Advantage India, Inc., CIBC World Markets Corp., and entities
controlled by either that provide services to the Fund for the fiscal year
ended December 31, 2001 was $210,000. The Audit Committee has determined that
the provision of non-audit services is compatible with maintaining the
independence of PwC.
9
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
2003, must be received by the Fund (addressed to The India Fund, Inc., 622
Third Avenue, 8th Floor, New York, New York 10017) for inclusion in the Fund's
proxy statement and proxy relating to that meeting no later than November 18,
2002. 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., 622 Third
Avenue, 8th Floor, New York, New York 10017) during the thirty-day period from
December 27, 2002 to January 26, 2003.
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 Corp. and Advantage India, 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 18, 2002
10
DETACH HERE
THE INDIA FUND, INC.
ANNUAL MEETING OF STOCKHOLDERS - APRIL 26, 2002
This Proxy is Solicited on Behalf of the Directors
The undersigned hereby appoints Bryan McKigney, Barbara Pires, Megan
Weilert, 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, 425 Lexington Avenue, New York, New York 10017, in
Conference Room 30J on the 30th Floor on Friday, April 26, 2002, 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 18, 2002 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 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" PROPOSAL 1
(including all nominees for Director)
1. Election of Directors. 2. The persons named as proxies are
authorized to vote in their
discretion on any other business
as may properly come before the
Annual Meeting. /_/
Nominees (Class I) to serve until
the year 2005 Annual Meeting:
Please mark the box at right if
(01) Leslie H. Gelb; (02) Luis F. you plan to attend. Please
Rubio; (03) Gabriel Seeyave bring valid identification. /_/
/_/ /_/
FOR WITHHOLD AUTHORITY Change of Address and/or
The nominees to vote for the Comments Mark Here /_/
listed above nominees listed
above
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 Proxy
to vote for any individual nominee, Promptly Using the Enclosed Envelope.
write that nominee's name in the
space provided above.)
Signature: Date: Signature: Date:
------------- ------ ------------- ------