EXHIBIT INDEX
EXHIBIT A:
Attachment to item 77C: Submission of matters to a vote of
Security holders.
EXHIBIT B:
Attachment to item 77Q1: Management Agreement
EXHIBIT C:
Attachment to item 77Q1: Country Advisory Agreement
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EXHIBIT A:
Results of Annual Meeting of Stockholders
The Fund held its Annual Meeting of Stockholders on April 23,
2003. At the meeting, stockholders elected each of the nominees
proposed for election to the Fund's Board of Directors.
Stockholders also voted on an approval of a new management
agreement between Advantage Advisers, Inc. and the Fund
(Proposal 2), an approval of a new country advisory agreement
between Advantage Advisers, Inc. and Imperial Investment
Advisors Private Limited (Proposal 3), and an approval of a
fundamental policy whereby the Fund would adopt an interval fund
structure (Proposal 4). Proposal 4 was adjourned to April 30,
2003. The following tables provide information concerning the
matters voted on at the meeting:
I. Election of Directors
NOMINEE VOTES VOTES NON-VOTING TOTAL
FOR WITHHELD SHARES VOTING SHARES
Xxxxxxx X. Xxxxxx* 17,261,204 2,080,465 8,229,231 27,570,900
X. Xxxx Xxxxx 17,334,282 2,007,387 8,229,231 27,570,900
Xxxxxxx X. Xxxxxxxx 17,261,554 2,080,115 8,229,231 27,570,900
Xxxxxx X. Xxxxxx* 17,338,200 2,003,469 8,229,231 27,570,900
At June 30, 2003, in addition to X. Xxxx Xxxxx and Xxxxxxx X.
Xxxxxxxx, the other directors of the Fund were as follows:
Xxxxxx X. Xxxx
Xxxxx XxXxxxxx
Xxxx X. Xxxxx
Xxxxxxx Xxxxxxx
XX. Approval of a new management agreement between Advantage
Advisers, Inc. and the Fund.
Votes For: 17,002,834
Votes Against: 2,197,497
Votes Abstained: 141,338
Non-Voting Shares: 8,229,231
Total Voting Shares: 27,570,900
III. Approval of a new country advisory agreement between
Advantage Advisers, Inc. and Imperial Investment Advisors
Private Limited.
Votes For: 16,988,052
Votes Against: 2,206,401
Votes Abstained: 147,216
Non-Voting Shares: 8,229,231
Total Voting Shares: 27,570,900
IV. Approval of a fundamental policy whereby the Fund would adopt
an interval fund structure.
Votes For: 14,069,169
Votes Against: 2,779,725
Votes Abstained: 63,919
Non-Voting Shares: 10,658,087
Total Voting Shares: 27,570,900
*Resigned as Director of the Fund effective May 8, 2003.
Xxxxx XxXxxxxx was appointed Chairman of the Fund as of May 8, 2003.
EXHIBIT B:
MANAGEMENT AGREEMENT
Agreement dated and effective as of June 4, 2003
between The India Fund, Inc., a Maryland corporation (herein
referred to as the "Fund"), and Advantage Advisers, Inc., a
Delaware corporation (herein referred to as the "Investment
Manager") (this "Agreement").
1. Appointment of Investment Manager. The Investment
Manager hereby undertakes and agrees, upon the terms and
conditions herein set forth, to provide overall investment
management services for the Fund, and in connection therewith to
(i) supervise the Fund's investment program, including advising
and consulting with the Fund's Board of Directors regarding the
Fund's overall investment strategy; (ii) make, in consultation
with the Fund's Board of Directors, investment strategy
decisions for the Fund; (iii) manage the investing and
reinvesting of the Fund's assets; (iv) place purchase and sale
orders on behalf of the Fund; (v) advise the Fund with respect
to all matters relating to the Fund's use of leveraging
techniques; (vi) provide or procure the provision of research
and statistical data to the Fund in relation to investing and
other matters within the scope of the investment objective and
limitations of the Fund; (vii) monitor the performance of the
Fund's outside service providers, including the Fund's
administrator, transfer agent and custodian; (viii) be
responsible for compliance by the Fund with U.S Federal, State
and other applicable laws and regulations, and (ix) pay the
salaries, fees and expenses of such of the Fund's directors,
officers or employees who are directors, officers or employees
of the Investment Manager or any of its affiliates, except that
the Fund will bear travel expenses or an appropriate portion
thereof of directors and officers of the Fund who are directors,
officers or employees of the Investment Manager, to the extent
that such expenses relate to attendance at meetings of the Board
of Directors or any committees thereof. The Investment Manager
may delegate any of the foregoing responsibilities to a third
party with the consent of the Fund.
2. Expenses. In connection herewith, the Investment
Manager agrees to maintain a staff within its organization to
furnish the above services to the Fund. The Investment Manager
shall bear all expenses arising out of its duties hereunder.
Except as provided in Section 1 hereof, the Fund shall
be responsible for all of the Fund's expenses and liabilities,
including organizational and offering expenses (which include
out-of-pocket expenses, but not overhead or employee costs of
the Investment Manager); expenses for legal, accounting and
auditing services; taxes and governmental fees; dues and
expenses incurred in connection with membership in investment
company organizations; fees and expenses incurred in connection
with listing the Fund's shares on any stock exchange; costs of
printing and distributing shareholder reports, proxy materials,
prospectuses, stock certificates and distribution of dividends;
charges of the Fund's custodians and sub-custodians,
administrators and sub-administrators, registrars, transfer
agents, dividend disbursing agents and dividend reinvestment
plan agents; payment for portfolio pricing services to a pricing
agent, if any; registration and filing fees of the Securities
and Exchange Commission; expenses of registering or qualifying
securities of the Fund for sale in the various states; freight
and other charges in connection with the shipment of the Fund's
portfolio securities; fees and expenses of non-interested
directors or non-interested members of any advisory or
investment board, committee or panel of the Fund; travel
expenses or an appropriate portion thereof of directors and
officers of the Fund, or members of any advisory or investment
board, committee or panel of the Fund, to the extent that such
expenses relate to attendance at meetings of the Board of
Directors or any committee thereof, or of any such advisory or
investment board, committee or panel; salaries of shareholder
relations personnel; costs of shareholders meetings; insurance;
interest; brokerage costs; and litigation and other
extraordinary or non-recurring expenses.
3. Transactions with Affiliates. The Investment
Manager is authorized on behalf of the Fund, from time to time
when deemed to be in the best interests of the Fund and to the
extent permitted by applicable law, to purchase and/or sell
securities in which the Investment Manager or any of its
affiliates underwrites, deals in and/or makes a market and/or
may perform or seek to perform investment banking services for
issuers of such securities. The Investment Manager is further
authorized, to the extent permitted by applicable law, to select
brokers (including Xxxxxxxxxx & Co. Inc. or any other brokers
affiliated with the Investment Manager) for the execution of
trades for the Fund.
4. Best Execution; Research Services. The Investment
Manager is authorized, for the purchase and sale of the Fund's
portfolio securities, to employ such dealers and brokers as may,
in the judgment of the Investment Manager, implement the policy
of the Fund to obtain the best results taking into account such
factors as price, including dealer spread, the size, type and
difficulty of the transaction involved, the firm's general
execution and operational facilities and the firm's risk in
positioning the securities involved. Consistent with this
policy, the Investment Manager is authorized to direct the
execution of the Fund's portfolio transactions to dealers and
brokers furnishing statistical information or research deemed by
the Investment Manager to be useful or valuable to the
performance of its investment advisory functions for the Fund.
It is understood that in these circumstances, as contemplated by
Section 28(e) of the Securities Exchange Act of 1934, the
commissions paid may be higher than those which the Fund might
otherwise have paid to another broker if those services had not
been provided. Information so received will be in addition to
and not in lieu of the services required to be performed by the
Investment Manager. It is understood that the expenses of the
Investment Manager will not necessarily be reduced as a result
of the receipt of such information or research. Research
services furnished to the Investment Manager by brokers who
effect securities transactions for the Fund may be used by the
Investment Manager in servicing other investment companies and
accounts which it manages. Similarly, research services
furnished to the Investment Manager by brokers who effect
securities transactions for other investment companies and
accounts which the Investment Manager manages may be used by the
Investment Manager in servicing the Fund. It is understood that
not all of these research services are used by the Investment
Manager in managing any particular account, including the Fund.
5. Remuneration. In consideration of the services to
be rendered by the Investment Manager under this Agreement, the
Fund shall pay the Investment Manager a monthly fee in United
States dollars on the fifth business day of each month for the
previous month at an annual rate of 1.10% of the Fund's average
weekly net assets. If the fee payable to the Investment Manager
pursuant to this paragraph 5 begins to accrue before the end of
any month or if this Agreement terminates before the end of any
month, the fee for the period from such date to the end of such
month or from the beginning of such month to the date of
termination, as the case may be, shall be prorated according to
the proportion which such period bears to the full month in
which such effectiveness or termination occurs. For purposes of
calculating each such monthly fee, the value of the Fund's net
assets shall be computed at the time and in the manner specified
in the Registration Statement.
6. Representations and Warranties. The Investment
Manager represents and warrants that it is duly registered and
authorized as an investment adviser under the Investment
Advisers Act of 1940, as amended, and the Investment Manager
agrees to maintain effective all requisite registrations,
authorizations and licenses, as the case may be, until the
termination of this Agreement.
7. Services Not Deemed Exclusive. The services
provided hereunder by the Investment Manager are not to be
deemed exclusive and the Investment Manager and any of its
affiliates or related persons are free to render similar
services to others and to use the research developed in
connection with this Agreement for other clients or affiliates.
Nothing herein shall be construed as constituting the Investment
Manager an agent of the Fund.
8. Limit of Liability. The Investment Manager shall
exercise its best judgment in rendering the services in
accordance with the terms of this Agreement. The Investment
Manager shall not be liable for any error of judgment or mistake
of law or for any act or omission or any loss suffered by the
Fund in connection with the matters to which this Agreement
relates, provided that nothing herein shall be deemed to protect
or purport to protect the Investment Manager against any
liability to the Fund or its shareholders to which the
Investment Manager would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence on its part
in the performance of its duties or from reckless disregard by
it of its obligations and duties under this Agreement
("disabling conduct"). The Fund will indemnify the Investment
Manager against, and hold it harmless from, any and all losses,
claims, damages, liabilities or expenses (including reasonable
counsel fees and expenses), including any amounts paid in
satisfaction of judgments, in compromise or as fines or
penalties, not resulting from disabling conduct by the
Investment Manager. Indemnification shall be made only
following: (i) a final decision on the merits by a court or
other body before whom the proceeding was brought that the
Investment Manager was not liable by reason of disabling
conduct, or (ii) in the absence of such a decision, a reasonable
determination, based upon a review of the facts, that the
Investment Manager was not liable by reason of disabling conduct
by (a) the vote of a majority of a quorum of directors of the
Fund who are neither "interested persons" of the Fund nor
parties to the proceeding ("disinterested non-party directors"),
or (b) an independent legal counsel in a written opinion. The
Investment Manager shall be entitled to advances from the Fund
for payment of the reasonable expenses (including reasonable
counsel fees and expenses) incurred by it in connection with the
matter as to which it is seeking indemnification in the manner
and to the fullest extent permissible under law. Prior to any
such advance, the Investment Manager shall provide to the Fund a
written affirmation of its good faith belief that the standard
of conduct necessary for indemnification by the Fund has been
met and a written undertaking to repay any such advance if it
should ultimately be determined that the standard of conduct has
not been met. In addition, at least one of the following
additional conditions shall be met: (a) the Investment Manager
shall provide a security in form and amount acceptable to the
Fund for its undertaking; (b) the Fund is insured against losses
arising by reason of the advance; or (c) a majority of a quorum
of disinterested non-party directors, or independent legal
counsel, in a written opinion, shall have determined, based on a
review of facts readily available to the Fund at the time the
advance is proposed to be made, that there is reason to believe
that the Investment Manager will ultimately be found to be
entitled to indemnification.
9. Duration and Termination. This Agreement shall
remain in effect until June 4, 2005 and shall continue in effect
thereafter for successive annual periods, but only so long as
such continuance is specifically approved at least annually by
the affirmative vote of (i) a majority of the members of the
Fund's Board of Directors who are not parties to this Agreement
or "interested persons" (as defined in the Investment Company
Act of 1940, as amended ("1940 Act")) of any such party, cast in
person at a meeting called for the purpose of voting on such
approval, and (ii) the Fund's Board of Directors or the holders
of a majority of the outstanding voting securities (as defined
in the 1940 Act) of the Fund.
Notwithstanding the above, this Agreement (a) may
nevertheless be terminated at any time, without penalty, by the
Fund's Board of Directors, by vote of holders of a majority of
the outstanding voting securities (as defined in the 1940 Act)
of the Fund or by the Investment Manager, upon 60 days' written
notice delivered to each party hereto, and (b) shall
automatically be terminated in the event of its assignment (as
defined in the 1940 Act). Any such notice shall be deemed given
when received by the addressee.
10. Governing Law. This Agreement shall be governed,
construed and interpreted in accordance with the laws of the
State of New York, provided, however, that nothing herein shall
be construed as being inconsistent with the 1940 Act.
11. Notices. Any notice hereunder shall be in writing
and shall be delivered in person or by telex or facsimile
(followed by delivery in person) to the parties at the addresses
set forth below.
If to the Fund:
The India Fund, Inc.
000 Xxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxx XxXxxxxx
Chairman
If to the Investment Manager:
Advantage Advisers, Inc.
000 Xxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxx XxXxxxxx
Managing Director
with a copy to:
Xxxxxxxxxx & Co. Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attn: General Counsel
or to such other address as to which the recipient shall have
informed the other party in writing.
Unless specifically provided elsewhere, notice given
as provided above shall be deemed to have been given, if by
personal delivery, on the day of such delivery, and, if by
facsimile and mail, on the date on which such facsimile or mail
is sent.
12. Counterparts. This Agreement may be executed in
two or more counterparts, each of which shall be deemed to be an
original, but all of which together shall constitute one and the
same instrument.
IN WITNESS WHEREOF, the parties hereto caused their
duly authorized signatories to execute this Agreement as of the
day and year first written above.
THE INDIA FUND, INC.
By: ________________________________
Name: Xxxxxxx Xxxxxx
Title: Secretary
ADVANTAGE ADVISERS, INC.
By: ______________________________
Name: Xxxxx XxXxxxxx
Title: Managing Director
EXHIBIT C:
COUNTRY ADVISORY AGREEMENT
Advantage Advisers, Inc.
000 Xxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
June 4, 2003
Imperial Investment Advisors Private Limited
Taj President - Mumbai
Room Xx. 000
00, Xxxxx Xxxxxx
Xxxxxx - 000 000
Xxxxx
Dear Sirs:
This will confirm the agreement among the undersigned
(the "Investment Manager") and you (the "Country Adviser") as
follows:
1. The Investment Manager has been employed pursuant
to a management agreement dated as of June 4, 2003 between an
investment company (the "Company") registered under the
Investment Company Act of 1940, as amended (the "1940 Act") and
the Investment Manager. The Company engages in the business of
investing and reinvesting its assets in the manner and in
accordance with the investment objective and limitations
specified in the Company's articles of incorporation, as amended
from time to time in the registration statement on Form N-2, as
in effect from time to time, and in such manner and to such
extent as may from time to time be authorized by the Board of
Directors of the Company. Copies of the documents referred to
in the preceding sentence have been furnished to the Country
Adviser. Any amendments to these documents shall be furnished
to the Country Adviser.
2. Subject to the approval by the Company, the
Investment Manager engages the Country Adviser on an independent
contractor relationship basis, to provide and procure
statistical and factual information and research regarding
economic and political factors and trends in India and its
surrounding region and provide or procure research and
statistical data in relation to investing and other
opportunities in India and its surrounding region. The Country
Adviser will not make any investment decisions with respect to
the Company.
3. The Country Adviser shall, at its expense,
provide office space, office facilities and personnel reasonably
necessary for performance by it of the services to be provided
by the Country Adviser pursuant to this Agreement.
4. The Country Adviser may contract on its own
behalf with or consult with such banks, other securities firms,
brokers or other parties, without additional expense to the
Company, as it may deem appropriate regarding research and
statistical data or otherwise.
5. In consideration of the services to be rendered
by the Country Adviser under this Agreement, the Investment
Manager shall pay the Country Adviser a monthly fee in United
States dollars on the fifth business day of each month for the
previous month as agreed from time to time by the Investment
Manager and the Country Adviser but not to exceed the annual
rate of 1.10% of the Fund's average weekly net assets. If the
fee payable to the Investment Adviser pursuant to this paragraph
5 begins to accrue before the end of any month or if this
Agreement terminates before the end of any month, the fee for
the period from such date to the end of such month or from the
beginning of such month to the date of termination, as the case
may be, shall be prorated according to the proportion which such
period bears to the full month in which such effectiveness or
termination occurs.
6. The Country Adviser represents and warrants that
it will be duly registered and authorized as an investment
adviser under the Investment Advisers Act of 1940, as amended
(the "Advisers Act"), and the Country Adviser agrees to maintain
effective all requisite registrations, authorizations and
licenses, as the case may be, until termination of this
Agreement.
7. This Agreement shall continue in effect until two
years from the date hereof and shall continue in effect
thereafter for successive annual periods, provided that such
continuance is specifically approved at least annually (a) by
the vote of a majority of the Company's outstanding voting
securities (as defined in the 1940 Act) or by the Company's
Board of Directors and (b) by the vote, cast in person at a
meeting called for the purpose, of a majority of the Company's
directors who are not parties to this Agreement or "interested
persons" (as defined in the 1940 Act) of any such party.
Notwithstanding the above, this Agreement (a) may nevertheless
be terminated at any time, without penalty, by the Company's
Board of Directors, by vote of holders of a majority of the
outstanding voting securities (as defined in the 1940 Act) of
the Company or by the Investment Manager, upon 60 days' written
notice delivered to each party hereto, and (b) shall
automatically be terminated in the event of its assignment (as
defined in the 1940 Act). Any such notice shall be deemed given
when received by the addressee.
8. Nothing herein shall be deemed to limit or
restrict the right of the Country Adviser, or any affiliate of
the Country Adviser, or any employee of the Country Adviser, to
engage in any other business or to devote time and attention to
the management or other aspects of any other business, whether
of a similar or dissimilar nature, or to render services of any
kind to any other corporation, firm, individual or association.
Nothing herein shall be construed as constituting the Country
Adviser an agent of the Investment Manager or the Company.
9. This Agreement shall be governed by the laws of
the State of New York; provided, however, that nothing herein
shall be construed as being inconsistent with the 1940 Act.
10. Notices. Any notice hereunder shall be in
writing and shall be delivered in person or by telex or
facsimile (followed by delivery in person) to the parties at the
addresses set forth below.
If to the Country Adviser:
Imperial Investment Advisors Private Limited
Taj President - Mumbai
Room Xx. 000
00, Xxxxx Xxxxxx
Xxxxxx - 000 000
Xxxxx
Attn: Xxxxxxx Xxxxx, Director
If to the Investment Manager:
Advantage Advisers, Inc.
000 Xxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxx XxXxxxxx, Managing Director
or to such other address as to which the recipient shall have
informed the other party in writing.
Unless specifically provided elsewhere, notice given
as provided above shall be deemed to have been given, if by
personal delivery, on the day of such delivery, and, if by
facsimile and mail, on the date on which such facsimile is sent
or mailed.
11. Counterparts. This Agreement may be executed in
two or more counterparts, each of which shall be deemed to be an
original, but all of which together shall constitute one and the
same instrument.
If the foregoing correctly sets forth the agreement
between the Investment Manager and the Country Adviser, please
so indicate by signing and returning to the Investment Manager
the enclosed copy hereof.
Very truly yours,
ADVANTAGE ADVISERS, INC.
By:
Name: Xxxxx XxXxxxxx
Title: Managing Director
ACCEPTED:
IMPERIAL INVESTMENT ADVISORS
PRIVATE LIMITED
By:
Name: Xxxxxxx Xxxxx
Title: Director
