UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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 ASIA TIGERS 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:
___________________________________________________________________
(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 ASIA TIGERS FUND, INC.
345 Park Avenue
New York, New York 10154
January 9, 2006
DEAR STOCKHOLDER:
We are pleased to enclose the notice and proxy statement for the Annual
Meeting of Stockholders of The Asia Tigers Fund, Inc. (NYSE: GRR; the "Fund") to
be held on February 24, 2006, at the offices of Simpson Thacher & Bartlett LLP,
425 Lexington Avenue, Conference Room J, 30th Floor, New York, New York at 11:00
a.m., New York time. I would like to provide you with additional background and
ask for your vote on important proposals affecting the Fund.
As you may know, on November 8, 2005, after careful consideration of
possible alternatives to the Fund's investment management arrangements, the
Board of Directors approved a new management agreement with Blackstone Asia
Advisors L.L.C. ("Blackstone Advisors"), an affiliate of The Blackstone Group
L.P. ("Blackstone"). Since December 4, 2005, Blackstone Advisors has served as
the investment manager pursuant to an interim agreement, as permitted by the
Investment Company Act of 1940, as amended (the "1940 Act"). Punita Kumar-Sinha,
the Fund's portfolio manager for the last six years, remains the portfolio
manager of the Fund under new arrangements with Blackstone, and the fees
incurred by the Fund under the new agreement will not increase. At the Meeting,
you will be asked to consider and vote upon this agreement.
In addition, you are also being asked to vote on the election of
Directors.
THE BOARD OF DIRECTORS OF THE FUND BELIEVES THE PROPOSALS ARE IN THE BEST
INTEREST OF THE FUND AND ITS STOCKHOLDERS AND RECOMMENDS THAT YOU VOTE "FOR" THE
APPROVAL OF THE NEW MANAGEMENT AGREEMENT AND "FOR" THE ELECTION OF DIRECTORS.
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 or
by following the enclosed instructions to vote by telephone or over the
Internet. Please familiarize yourself with the proposals and vote immediately,
even if you plan to attend the Meeting.
Following this letter we have included questions and answers regarding
this proxy statement. This information is designed to help you answer questions
you may have and help you cast your votes, and is being provided as a supplement
to, not a substitute for, the proxy statement, which we urge you to review
carefully.
If your completed proxy card is not received, you may be contacted by
representatives of the Fund or by our proxy solicitor, Georgeson Shareholder
Communications Inc. ("Georgeson"). Georgeson has been engaged to assist the Fund
in soliciting proxies. Representatives of Georgeson will remind you to vote your
shares. You may also call the number provided on your proxy card for additional
information.
Sincerely,
/s/ Prakash A. Melwani
Prakash A. Melwani
Director and President
[THIS PAGE INTENTIONALLY LEFT BLANK]
QUESTIONS AND ANSWERS
REGARDING THE PROXY STATEMENT AND
ANNUAL MEETING OF STOCKHOLDERS
WHILE WE ENCOURAGE YOU TO READ THE FULL TEXT OF THE ENCLOSED PROXY STATEMENT,
FOR YOUR CONVENIENCE, WE HAVE PROVIDED A BRIEF OVERVIEW OF THE MATTERS TO BE
VOTED ON.
Q. What am I being asked to vote "FOR" in this proxy?
A. You are being asked to vote in favor of proposals to:
1. Approve a new management agreement between the Fund and Blackstone
Advisors, pursuant to which Blackstone Advisors will become the
Fund's new investment manager.
2. Elect two Directors to the Board of Directors.
3. Transact such other business as may be properly presented at the
Meeting or any adjournments thereof.
Q. Why am I being asked to vote on a new management agreement?
A. On November 8, 2005, after careful consideration of possible alternatives
to the Fund's investment management arrangements, the Board of Directors,
including a majority of the Independent Directors, determined that it
would be in the best interest of the Fund and its Stockholders to select
Blackstone Advisors as the new investment adviser for the Fund and
approved, subject to Stockholder approval, a new management agreement. In
addition, the Board of Directors, as permitted by the 1940 Act, approved
an interim management agreement which became effective December 4, 2005.
Pursuant to the interim agreement, Blackstone Advisors currently serves as
interim investment manager to the Fund. Blackstone Advisors is also the
Fund's administrator.
Blackstone Advisors is a newly-formed registered investment adviser and an
affiliate of Blackstone. Blackstone is a leading investment and advisory
firm founded in 1985, with offices in New York, Boston, Atlanta, London,
Hamburg and Mumbai. As of December 31, 2005, Blackstone had raised
approximately $50 billion for alternative investing. Blackstone manages
investment funds, including hedge funds and private equity, real estate,
mezzanine debt and senior debt funds, and also provides corporate
advisory, mergers and acquisitions and restructuring services to a variety
of clients. Blackstone's alternative asset management group, with
approximately $10 billion under management in the hedge fund industry,
manages assets for some of the world's leading corporations, pension plans
and foundations. Blackstone Advisors' management of the Fund and The India
Fund, Inc. represents Blackstone's entry into the management of registered
investment companies.
Q. Will there be any significant changes to the Fund's portfolio management?
A. No. Punita Kumar-Sinha, the Fund's portfolio manager for the last six
years, supported by her investment team, continues to manage the Fund's
assets on a day-to-day basis as portfolio manager under new employment
arrangements with Blackstone Advisors. As a result, the day-to-day
portfolio management of the Fund will be substantially similar.
i
Q. How does the proposed new agreement differ from my Fund's previous
management agreement?
A. The proposed new management agreement is substantially identical to the
Fund's previous management agreement, except that changes have been made
to the Fund's fee schedule that could have the result of lowering the
Fund's fees paid at certain asset levels if the Fund were to grow
significantly.
Q. Will the Fund's total advisory and administration services fees increase?
A. No. The fees will not be increased under the new agreement with Blackstone
Advisors. In fact, under the new management agreement, changes have been
made to the management fee that would have the effect of lowering the
management fee if the Fund's assets were to grow significantly.
Q. What else am I being asked to approve?
A. Stockholders are also being asked to elect one Class II Director and one
Class III Director to the Board of Directors.
Q. How does the Fund's Board of Directors suggest I vote?
A. After careful consideration of possible alternatives to the previous
management arrangement, the Fund's Board of Directors has determined that
it would be in the best interest of the Fund and its Stockholders to
select Blackstone Advisors as the new investment manager for the Fund and
recommends that you vote "FOR" the approval of the new management
agreement.
After careful consideration, the Fund's Board of Directors, including its
Independent Directors, also recommends that you vote "FOR" the election of
each nominee for Director.
Q. Will my vote make a difference?
A. Your vote is needed to ensure that the proposals can be acted upon. The
Fund's Board of Directors encourages all Stockholders to participate in
the governance of their Fund.
Q. Whom do I call if I have questions?
A. If you need any assistance, or have any questions regarding the proposal
or how to vote your shares, please call Georgeson Shareholder
Communications Inc. at 1-877-847-1383.
Q. How do I go about voting my shares?
A. You can vote your shares by completing and signing the enclosed proxy
card, and mailing it in the enclosed postage-paid envelope. Alternatively,
you may vote by telephone by calling the toll-free number on the proxy
card or by computer by going to the Internet address provided on the proxy
card and following the instructions, using your proxy card as a guide.
ii
THE ASIA TIGERS FUND, INC.
345 Park Avenue
New York, New York 10154
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
January 9, 2006
TO THE STOCKHOLDERS:
An Annual Meeting of Stockholders of The Asia Tigers Fund, Inc. (the
"Fund") will be held on February 24, 2006, at the offices of Simpson Thacher &
Bartlett LLP, 425 Lexington Avenue, Conference Room J, 30th Floor, New York, New
York at 11:00 a.m., New York time, for the purpose of considering and voting
upon proposals to:
1. Approve a new management agreement between the Fund and Blackstone
Asia Advisors L.L.C. ("Blackstone Advisors"). (Proposal 1)
2. Elect one Class II Director and one Class III Director to the Board
of Directors. (Proposal 2)
3. Transact such other business as may be properly presented at the
Meeting or any adjournments thereof.
The close of business on January 2, 2006, 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/ Joshua B. Rovine
Joshua B. Rovine
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
ABC Corp ............................................ ABC Corp. (by John Doe, Treasurer)
ABC Corp ............................................ John Doe, Treasurer
ABC Corp. c/o John Doe, Treasurer ................... John Doe
ABC Corp. Profit Sharing Plan ....................... John Doe, Trustee
TRUST ACCOUNTS
ABC Trust ........................................... Jane B. Doe, Trustee
Jane B. Doe, Trustee u/t/d 12/28/78 ................. Jane B. Doe
CUSTODIAL OR ESTATE ACCOUNTS
John B. Smith, Cust. f/b/o John B. Smith, Jr. UGMA .. John B. Smith
John B. Smith ....................................... John B. Smith, Jr., Executor
THE ASIA TIGERS FUND, INC.
345 Park Avenue
New York, New York 10154
---------------
PROXY STATEMENT
---------------
This proxy statement is furnished in connection with a solicitation by the
Board of Directors of The Asia Tigers 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 J on the 30th Floor, on February 24, 2006, at
11:00 a.m., New York time (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 January 9, 2006.
At the Meeting, Stockholders will vote on proposals to:
1. Approve a new management agreement between the Fund and Blackstone
Asia Advisors L.L.C. ("Blackstone Advisors"). (Proposal 1)
2. Elect one new Class II Director and one Class III Director to the
Board of Directors. (Proposal 2)
This Proxy Statement sets forth concisely the information Stockholders of
the Fund should know before voting on the Proposals. Please read it carefully
and retain it for future reference. THE FUND'S ANNUAL REPORT, CONTAINING
FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED OCTOBER 31, 2005, AS FILED ON
FORM N-CSR, IS AVAILABLE FREE OF CHARGE BY CONTACTING BLACKSTONE ADVISORS, 345
PARK AVENUE, NEW YORK, NEW YORK 10154, BY CALLING 1-866-800-8933 TOLL-FREE OR ON
THE INTERNET AT WWW.BLACKSTONE.COM. Information about the Fund is included in
this proxy statement. Reports and other information filed by the Fund can be
inspected in person at the Public Reference Room maintained by the Securities
and Exchange Commission (the "SEC") at the address below, and copies of such
materials can be obtained from the Public Reference Branch at the address below.
In addition, shares of common stock of the Fund are listed on the New York Stock
Exchange (the "NYSE") under the ticker symbol "GRR". Reports and other
information concerning the Fund can be inspected by contacting the NYSE at New
York Stock Exchange, Inc., 11 Wall Street, New York, New York 10005. The Fund is
subject to the informational requirements of the Securities Exchange Act of
1934, as amended, and the Investment Company Act of 1940, as amended (the "1940
Act"), and in accordance therewith, file reports and other information,
including proxy materials and charter documents, with the SEC.
You also may view or obtain these documents from the SEC:
In Person: At the SEC's Public Reference Room at 100 F Street, N.E.,
Washington, D.C. 20549
By Phone: 1-800-SEC-0330
By Mail: Public Reference Branch
Officer of Consumer Affairs and Information Services
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
(duplicating fee required)
By Email: publicinfo@sec.gov
(duplicating fee required)
By Internet: www.sec.gov
Stockholders who execute proxies retain the right to revoke them in person
at the Meeting, by written notice received by the Secretary of the Fund at any
time before they are voted or by delivering a duly executed proxy bearing a
later date. Proxies that are not revoked will be voted in accordance with the
specifications thereon and, unless specified to the contrary, will be voted FOR
each of the Proposals.
The close of business on January 2, 2006, 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 5,712,490.5666 shares of the Fund's common
stock outstanding.
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, without notice other
than by announcement at the meeting, one or more adjournments or postponements
of the Meeting to a date not more than 120 days after the original record date
to permit further solicitation of proxies or until a quorum shall attend. 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.
2
Votes cast by proxy or in person at the Meeting will be tabulated by the
inspectors of election appointed for the Meeting. The inspectors of election
will determine whether or not a quorum is present at the Meeting. The inspectors
of election will treat abstentions and "broker non-votes" (i.e., shares held by
brokers or nominees, typically in "street name," as to which proxies have been
returned but (i) instructions have not been received from the beneficial owners
or persons entitled to vote and (ii) the broker or nominee does not have
discretionary voting power on a particular matter) as present for purposes of
determining a quorum.
Approval of each proposal will occur only if a sufficient number of votes
at the Meeting are cast FOR that proposal. Abstentions and broker non-votes are
not considered "votes cast" and, therefore, do not constitute a vote FOR.
Abstentions and broker non-votes will have the same effect as a vote AGAINST
Proposal 1. Abstentions and broker non-votes will have no effect on the vote on
Proposal 2. The persons named as proxies will have discretionary authority to
vote all shares for which they serve as proxies, including abstentions and
broker non-votes, on the adjournment of the Meeting, whether or not a quorum is
present, to a date not more than 120 days after the original record date to
permit further solicitation of proxies.
Stockholders who plan on attending the Meeting will be required to provide
valid identification in order to gain admission.
The principal business address of the Fund is 345 Park Avenue, New York,
New York 10154. The Fund is a closed-end management investment company,
registered under the 1940 Act. The principal business address of Blackstone
Advisors is 345 Park Avenue, New York, New York 10154.
The Board of Directors of the Fund knows of no business other than that
discussed above that will be presented for consideration at the Meeting. If any
other matter is properly presented, it is the intention of the persons named in
the enclosed proxy to vote in accordance with their best judgment.
The date of this Proxy Statement is January 9, 2006.
3
PROPOSAL 1. APPROVAL OF NEW MANAGEMENT AGREEMENT
BETWEEN THE FUND AND BLACKSTONE ADVISORS
At the Meeting, you will be asked to approve a new management agreement
between the Fund and Blackstone Advisors. Blackstone Advisors has acted as the
Fund's interim investment manager since December 4, 2005. A general description
of the proposed new management agreement is included below. The form of new
management agreement is attached hereto as Exhibit A.
On November 8, 2005, after careful consideration of possible alternatives
to the Fund's management arrangement, the Board of Directors, including a
majority of the Independent Directors, determined that it would be in the best
interest of the Fund and its Stockholders to select Blackstone Advisors as the
new investment manager for the Fund. At this meeting, the Directors approved,
subject to Stockholder approval, a new management agreement, pursuant to which
Blackstone Advisors would become the Fund's new investment manager. At the
meeting, the Board of Directors also approved an interim management agreement,
as permitted under the 1940 Act, pursuant to which Blackstone Advisors has
served as interim investment manager to the Fund since December 4, 2005. The
Board of Directors also approved a new administration agreement, pursuant to
which Blackstone Advisors currently serves as the Fund's administrator.
Blackstone Advisors hired the Fund's existing portfolio manager and certain
other members of the existing portfolio management team, thereby ensuring
continuity of day-to-day management of the Fund's portfolio.
Blackstone Advisors is a newly-formed registered investment adviser and an
affiliate of The Blackstone Group L.P. ("Blackstone"). Blackstone is a leading
investment and advisory firm founded in 1985, with offices in New York, Boston,
Atlanta, London, Hamburg and Mumbai. As of December 31, 2005, Blackstone had
raised approximately $50 billion for alternative investing. Blackstone manages
investment funds, including hedge funds and private equity, real estate,
mezzanine debt and senior debt funds, and also provides corporate advisory,
mergers and acquisitions and restructuring services to a variety of clients.
Blackstone's alternative asset management group, with approximately $10 billion
under management in the hedge fund industry, manages assets for some of the
world's leading corporations, pension plans and foundations. Prior to December
4, 2005, Blackstone Advisors did not manage any investment companies registered
under the 1940 Act.
COMPARISON OF THE FUND'S PREVIOUS MANAGEMENT AGREEMENT AND THE NEW MANAGEMENT
AGREEMENT
The proposed new management agreement with Blackstone Advisors (the "new
management agreement") is identical to the previous management agreement except
for the name of the investment manager, the date of commencement and the date of
termination of the agreements and revisions to the management fee schedule. The
interim management agreement is also substantially similar to the Fund's
previous management agreement. The following description of the new management
agreement for the Fund is qualified in its entirety by reference to the form of
agreement attached hereto as Exhibit A.
SERVICES TO BE PROVIDED
Pursuant to the new management agreement, the investment manager will
supervise the Fund's investment program, including advising and consulting with
the Fund's Board of Directors regarding the
4
Fund's overall investment strategy, make, in consultation with the Fund's Board
of Directors, investment strategy decisions for the Fund and manage the
investing and reinvesting of the Fund's assets. Blackstone Advisors will also
provide access to research and statistical data to the Fund. These services are
identical to those in the previous management agreement.
EXPENSES AND ADVISORY FEES
The new management agreement provides that the Fund is responsible for all
of its expenses and liabilities, except that the investment manager is
responsible for expenses in connection with maintaining a staff within its
organization to furnish the above services to the Fund.
In consideration of the services to be rendered under the new management
agreement, the Fund will pay Blackstone Advisors a monthly fee at an annual rate
of: (i) 1.00% of the Fund's average weekly net assets for the first
$500,000,000; (ii) 0.95% of the Fund's average weekly net assets for the next
$500,000,000; and (iii) 0.90% of the Fund's average weekly net assets in excess
of $1,000,000,000. Under the previous management agreement, the Fund paid
Advantage Advisers, Inc. ("Advantage") a monthly fee at an annual rate of 1.00%
of the Fund's average weekly net assets. While these changes will not have any
immediate impact on the management fee, they would have the effect of lowering
the fee on any assets in excess of $500,000,000 if the Fund's assets were to
grow significantly.
LIMITATION OF LIABILITY
In the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard for its obligations under the new management agreement
("disabling conduct"), Blackstone Advisors shall not be liable to the Fund or
its Stockholders for any act or omission in the course of or in connection with
the rendering of its services thereunder. In addition, the Fund, under certain
circumstances, will indemnify Blackstone Advisors against any losses or expenses
incurred, including amounts paid in satisfaction of judgments and reasonable
legal costs, not resulting from disabling conduct. These provisions are
identical to those contained in the previous management agreement.
DURATION AND TERMINATION
The new management agreement has an initial term of two years, 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 the agreement or "interested persons" (as defined in the 1940
Act) of any such party ("Independent Directors"), 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, the agreement
(a) may nevertheless be terminated at any time, without penalty, by the Fund's
Board of Directors, by vote of the holders of a majority of the outstanding
voting securities (as defined in the 1940 Act) of the Fund, upon 60 days'
written notice delivered to each party to the agreement, and (b) shall
automatically be terminated in the event of its assignment (as defined in the
1940 Act). This is identical to the previous management agreement.
5
COMPARATIVE FEE INFORMATION
The following table provides fee information with respect to the Fund and
The India Fund, Inc., a fund with a similar objective for which Blackstone
Advisors also serves as investment adviser. The management fee described below
is the Fund's current fee schedule under the interim management agreement and is
identical to the fee schedule in the proposed new management agreement.
MANAGEMENT FEE (AS A PERCENTAGE OF APPROXIMATE NET ASSETS AS OF
AGREEMENT AVERAGE WEEKLY NET ASSETS) DECEMBER 31, 2005
--------------------------- ---------------------------------- ----------------------------
The Asia Tigers Fund, Inc.* 1.00% up to $500,000,000 $87,274,860.91
0.95% for next $500,000,000
0.90% over $1,000,000,000
The India Fund, Inc.* 1.10% up to $500,000,000 $1,109,055,415.00
0.90% for next $500,000,000
0.85% for next $500,000,000
0.75% over $1,500,000,000
----------
* Blackstone Advisors has served as investment adviser since December 4,
2005 pursuant to an interim investment management agreement.
REASONS FOR APPROVING THE NEW MANAGEMENT AGREEMENT AND BOARD'S RECOMMENDATION
The Board, including the Independent Directors, recommends that
Stockholders of the Fund approve the new management agreement.
At a meeting held in person on November 8, 2005, the Board considered both
the proposed interim and new management agreements between the Fund and
Blackstone Advisors. The Board, including the Independent Directors, approved,
subject to Stockholder approval, the new management agreement and recommended
that Stockholders of the Fund approve the agreement. In making this decision,
the Independent Directors were represented by independent counsel who assisted
them in their deliberations prior to and during the Board meeting and in the
meeting's executive session.
In addition, the Board of Directors, as permitted by the 1940 Act,
approved an interim management agreement which became effective December 4,
2005. Pursuant to the interim agreement, Blackstone Advisors currently serves as
interim investment manager to the Fund. The Board of Directors also approved a
new administration agreement, pursuant to which Blackstone Advisors currently
serves as the Fund's administrator.
BACKGROUND
In the spring of 2005, in light of the fact that there was no employment
contract in place with the Fund's portfolio manager, the Independent Directors
undertook certain actions in order to gather information, including the
formation of a joint committee of the Boards of various funds and participation
in meetings of the joint committee to assist in evaluating the then-current
management. The Independent Directors met several times with the then-current
management and with the Fund's portfolio manager to
6
discuss the portfolio manager's employment arrangements and likelihood of
continued employment. The Board of Directors also established a subcommittee to
review various management alternatives. The subcommittee met several times and
approached several organizations that it believed might have an interest in
managing the Fund. The subcommittee also consulted regularly with counsel to the
Independent Directors.
In August 2005, the Independent Directors met in person to hear
presentations and consider proposals from four firms, including the then-current
investment manager, for the management of the Fund. At that meeting,
representatives of Blackstone made presentations to and responded to questions
from the Board of Directors and informed the Board that Blackstone was willing
to hire the Fund's existing portfolio manager and certain other members of the
existing management team in order to ensure the continuity of day-to-day
management. Subsequently, the Independent Directors indicated that it was their
intention not to renew the existing agreement with Advantage Advisers, Inc.
which expired on December 4, 2005. The Board further indicated that it intended
to consider an investment advisory arrangement with Blackstone at a subsequent
meeting and invited Blackstone to make an additional presentation.
To assist the Board in its consideration of the proposed agreement,
Blackstone provided materials and information about Blackstone and Blackstone
Advisors (collectively referred to in this Proposal as "Blackstone"), which
included, among other things, descriptions of Blackstone Advisors'
qualifications as an investment manager and a description of the principal
activities in which these entities anticipated being involved, including and in
addition to their services to the Fund. Blackstone also provided descriptions of
its business, personnel and operations, services, proposed compensation by the
Fund and compliance. In addition, the Independent Directors consulted with their
counsel on numerous occasions, discussing, among other things, the legal
standards and certain other considerations relevant to the Directors'
deliberations. Fund counsel also provided the Directors with a memorandum
outlining the legal duties of the Board.
The Independent Directors, through their independent legal counsel,
requested and received additional information from Blackstone, including, among
other things, various compliance matters. The lead Independent Director and
independent counsel held several conference calls with Blackstone to review the
actions being taken by Blackstone to enable a smooth transition for the Fund.
The Independent Directors also requested that Blackstone consider modifying and
reducing the advisory and administrative fees. On November 1, 2005, the
Independent Directors met with Blackstone to preliminarily discuss the materials
provided and to further discuss Blackstone's qualifications as investment
manager, including its proposed compliance program, and its general plans and
intentions regarding the Fund. Blackstone also gave a detailed presentation
describing the substantial efforts Blackstone had undertaken to ensure a smooth
transition for the Fund. Blackstone also agreed to modify the breakpoints in the
advisory fee and the administrative fee, which, while not having an immediate
impact, could reduce fees if the Fund's assets were to grow significantly. The
Independent Directors also conferred separately with their counsel on a number
of occasions, including in connection with these meetings.
At an in-person Board of Directors meeting on November 8, 2005, the Board
of Directors further reviewed the material provided by Blackstone and
representatives of Blackstone were available to respond to questions from the
Board of Directors. The Independent Directors then met in executive session with
7
their counsel to consider the interim management agreement as well as the new
management and administration agreements.
FACTORS CONSIDERED
In approving the agreement and determining to submit the new management
agreement to Stockholders for approval, the Directors considered a wide variety
of factors. Among other things, the Directors considered:
(i) THE QUALIFICATIONS OF BLACKSTONE ADVISORS, INCLUDING THE NATURE,
EXTENT AND QUALITY OF SERVICES TO BE PROVIDED AND THE INVESTMENT PERFORMANCE OF
THE PORTFOLIO MANAGER: The Directors first considered whether Blackstone was
qualified to assume the management of the Fund. The Directors considered the
various significant strengths of and services which could be provided by
Blackstone as a firm, including Blackstone's well-capitalized organization with
global resources, relationships, reputation and financial strength, its access
to existing shared knowledge in capital markets and trends, its private equity,
corporate debt, real estate, restructuring and corporate advisory services, and
its ability to attract highly-qualified professional talent. The Board noted
particularly Blackstone's considerable experience in managing the assets of
various clients, including large corporations, pension plans and foundations.
Next, the Directors considered the fact that Blackstone intended to hire
the Fund's existing portfolio manager and certain other members of the existing
management team, thereby ensuring continuity of day-to-day management of the
portfolio. The Directors noted that the existing investment manager had no
employment contract in place with the portfolio manager. In particular, the
Directors considered the performance and track record of the portfolio manager,
who had served as the Fund's portfolio manager for six years. Among other
things, they took into consideration the favorable history of the portfolio
manager for the Fund, finding that this has had, and would likely continue to
have, a favorable impact on the success of the Fund. The Directors also took
into account Blackstone's methodology for compensating the portfolio manager and
the rest of the portfolio management, trading and research team and the factors
that affect their compensation and discussed the portfolio manager's
satisfaction with such arrangements. The Directors also discussed with
Blackstone whether the Fund's portfolio manager will manage other accounts, and
Blackstone indicated that there were no current plans for the Fund's portfolio
manager to manage any other accounts other than the Fund and The India Fund,
Inc.
The Directors also considered Blackstone's commitment to Asia, including
its plans to make significant private equity investments in India, as well as
its existing office in Mumbai staffed with a combination of Blackstone
professionals from New York and investment professionals hired locally to
facilitate integration with the rest of the firm and to ensure adoption of
Blackstone best practices in Asia.
The Directors also considered Blackstone's investment philosophy with
respect to and its investment outlook for the Fund and discussed whether changes
would be made to the way investment decisions would be made, executed and
recorded. The Directors further considered the strength of Blackstone's
portfolio management activities generally. Blackstone also informed the
Directors that it intended to hire an additional analyst in Boston as well as a
trading support professional and assured the Directors that it would provide the
portfolio management team with such additional resources, including improved
systems
8
and administrative support, as are required or helpful to ensure professional
growth and development and to seek continued market and peer out-performance.
The Directors weighed these significant advantages against the fact that
that Blackstone had not previously served as investment adviser to any U.S.
registered investment company and that Blackstone Advisors was newly
established. The Directors therefore particularly examined Blackstone's
capability of operating the Fund pursuant to all applicable regulations. The
Directors were advised by Blackstone that it had undertaken all regulatory
action necessary for Blackstone Advisors to assume the role as investment
manager of the Fund, including registering Blackstone Advisors with the SEC as
an investment adviser under the Investment Advisers Act of 1940, as amended (the
"Advisers Act").
The Directors also particularly considered whether Blackstone would be
able to meet the compliance demands set forth under various regulations, noting
that Blackstone generally had extensive compliance operations (including sixteen
registered investment advisers) with extensive codes of conduct and compliance
manuals for each of its business groups and had recently developed extensive
compliance programs specifically designed for their management of registered
investment companies. Blackstone also indicated to the Directors that it had
added to its compliance staff to ensure that all of the compliance activities
associated with management of the Fund are appropriately handled. The Directors
also reviewed materials regarding Blackstone Advisors' compliance program,
including its compliance manual, and discussed in detail Blackstone's methods of
dealing with potential conflicts of interest. Further, the Directors also noted
that while Blackstone has no other registered investment company clients, it has
extensive experience and an elaborate infrastructure to deal with investors.
Finally, the Directors also considered the administration of the Fund,
noting that Blackstone intended to continue to use the Fund's existing
sub-administrator and accounting agent, transfer agent and custodian to help
ensure continuity of high quality services to the Fund. Blackstone assured the
Directors that as Fund administrator it would be fully accountable to the Board
for the Fund's administrative operations. Blackstone also indicated that it
would regularly monitor the performance of all of the Fund's third party
providers and it would consider making any changes to the Fund's administrative
operations and services to its Stockholders that it believes would benefit the
Fund. The Directors further noted Blackstone's extensive finance, accounting and
administrative staff which performs those functions for its existing asset
management businesses and which Blackstone assured the Directors was capable of
handling the additional needs of the Fund. Blackstone also stated that it
planned to add to additional administrative staff and would add additional
finance, accounting and administrative staff in the future if necessary. In
addition, Blackstone retained two consultants, both of whom previously worked
with the Fund, to ensure a smooth transition of the Fund's administrative and
compliance functions.
Blackstone also noted that it planned to implement a new
trading/compliance system and a portfolio accounting system in the future.
Blackstone assured the Directors that the systems would allow for more efficient
trading, compliance and reconciliation processes, as the systems would link
electronically to the custodians and sub-administrator systems. These platforms
would also allow the portfolio management team to analyze the Fund's positions
in a more real-time format. Blackstone indicated that it also intended to
implement other appropriate changes to strengthen the operations of the Fund.
9
(ii) THE REASONABLENESS OF THE ADVISORY FEES: In evaluating the costs of
the services to be provided by Blackstone Advisors under the new management
agreement and the profitability of Blackstone Advisors with the Fund, the
Directors considered, among other things, whether advisory (or management) and
administrative fees or other expenses would change as a result of the new
agreement. Based on their review of the materials provided and the assurances
they had received from Blackstone, the Directors determined that the new
agreement would not increase the total fees payable for advisory (or management)
services and that overall Fund expenses were not expected to increase materially
as a result.
As part of their analysis, the Directors gave substantial consideration to
the comparisons of fees of the Fund as described in the materials provided by
Blackstone. The Directors also noted Blackstone's responsiveness to the
Directors' request to modify the advisory fee. Under the new management
agreement, the Directors noted that changes will be made to the Fund's fee
schedule. Under the new management agreement, the Fund will pay the Blackstone
Advisors a monthly fee at an annual rate of: (i) 1.00% of the Fund's average
weekly net assets for the first $500,000,000; (ii) 0.95% of the Fund's average
weekly net assets for the next $500,000,000; and (iii) 0.90% of the Fund's
average weekly net assets in excess of $1,000,000,000. Under the previous
management agreement, the Fund paid a monthly fee at an annual rate of 1.00% of
the Fund's average weekly net assets. The Directors noted that, while these
changes would not have any immediate impact on the Fund's management fee, they
would have the effect of lowering the management fee if the Fund's assets were
to grow significantly.
The Directors reviewed the past investment performance of the Fund under
the portfolio manager, now employed by Blackstone, during her tenure with the
Fund. In particular, the Directors focused on the analysis of the Fund's
performance during the past six years, recalling that the Fund's performance was
comparable with that of its peer funds, and that the Fund outperformed its
benchmark over the last three years, the last five years and since inception for
both annualized and cumulative returns. Further, the Fund's performance was
strong over all periods in absolute terms. The Directors recognized that past
performance is not an indicator of future performance, but concluded that the
portfolio manager had the necessary expertise to continue to manage the Fund in
accordance with its investment objectives and strategies.
In reviewing the investment advisory fees, the Directors noted that the
fee under the new management agreement was generally comparable with that of the
Fund's peer funds. The Directors noted that the Fund's expense ratio, which was
not expected to increase materially as a result of the new agreements, was
generally comparable with that of its peer funds. Further, the Directors
considered the extent to which Blackstone believed economies of scale would be
realized as the Fund grows and whether the fee levels reflect economies of scale
for the benefit of the Fund's Stockholders, noting that the changes in the fee
structure would have the effect of lowering the Fund's fees paid at certain
asset levels. The Directors were unable to compare the proposed fees with fees
charged by Blackstone to other large institutional and other clients with
comparable objectives, as Blackstone did not have any other clients which have
investment objectives comparable to those of the Fund.
(iii) THE OPERATING EXPENSES OF THE FUND: The Directors recalled that they
had recently considered the operating expenses of the Fund against those of its
peers and concluded that the expenses of the Fund were reasonable. In
re-evaluating the operating expenses, the Directors considered, among other
things, whether the operating expenses were likely to change as a result of the
new agreement. Blackstone
10
assured the Directors that it did not anticipate that the operating expenses or
the annualized expense ratio would materially increase as a result of the new
agreement. The Directors noted that new breakpoints had been added to the
advisory and administrative fees and, while this would not have any immediate
impact, it would have the effect of lowering fees if the Fund's assets were to
grow significantly. Under the new administration agreement, the Fund pays
Blackstone Advisors 0.20% of the Fund's average weekly net assets for the first
$1,500,000,000 and 0.15% of the Fund's average weekly net assets in excess of
$1,500,000,000. The Directors concluded that the expenses of the Fund were
reasonable.
(iv) PORTFOLIO TRANSACTIONS: The Directors evaluated the policies and
practices of the Fund and considered the newly implemented policies and
practices of Blackstone Advisors in effecting portfolio transactions. The
Directors inquired as to how Blackstone intended to ensure that portfolio
transactions would be carried out competently and within the scope of applicable
governmental and Fund policy limitations. Blackstone also discussed its plan to
implement a new trading/compliance system in the future, which would help to
ensure more efficient and compliant portfolio trading. The Directors also
inquired of Blackstone about anticipated Fund transactions with affiliates,
portfolio turnover rates, the recapture of brokerage commissions and the
consideration of research services in placing portfolio transactions. The
Directors also noted that Blackstone did not intend to use soft dollars in
connection with portfolio transactions for the Fund. Although Blackstone may
receive unsolicited proprietary research reports from brokers that execute
transactions for the Fund, it will not select brokers based on this research.
(v) BLACKSTONE ADVISORS' MANAGEMENT OF OTHER FUNDS AND OTHER CLIENT
ACCOUNTS AND FEES PAID: The Directors also considered Blackstone Advisors'
management of other funds and other investment products and the fees paid in
those instances. The Directors noted that Blackstone Advisors did not manage any
other similar funds or accounts, and, accordingly, a comparison was not
possible.
(vi) THE PROFITABILITY OF BLACKSTONE ADVISORS AND ITS AFFILIATES WITH
RESPECT TO THEIR RELATIONSHIP TO THE FUND: The Directors considered what
benefits Blackstone would derive from the management of the Fund and whether it
would have a financial interest in the matters that were being considered. The
Directors reviewed information regarding the estimated profitability to
Blackstone Advisors of its relationship with the Fund and considered whether the
profits would be reasonable. The profitability analysis took into consideration
fall-out benefits from Blackstone Advisors' relationship with the Fund,
including fees received under the agreement and fees received pursuant to the
administration agreement, although the Directors noted that any such benefits
were difficult to quantify with certainty at this time, and indicated that they
would continue to evaluate them going forward. The Directors found that the
estimated profits to be realized by Blackstone Advisors from its relationship
with the Fund were likely to be reasonable and consistent with fiduciary duties.
Blackstone also indicated that it and its affiliates would receive the benefits
of synergies with Blackstone's private equity operations in India.
(vii) BLACKSTONE'S COMMITMENT TO THE CONTINUITY OF THE FUND: The Directors
also considered Blackstone's commitment to the continuity of the Fund. The
Directors noted the terms and conditions of the new management agreement were
substantially identical to those of the previous management agreement.
Blackstone Advisors also intended to hire the Fund's existing portfolio manager
and certain other members of the existing management team, thereby ensuring
continuity of day-to-day management
11
of the Fund's portfolio. The Directors also noted the fact that Blackstone
intended to maintain the Fund's relationships with its service providers,
including, among others, the custodian and the transfer agent, and intended to
maintain the division of responsibilities between the adviser and the service
providers and the services provided by each of them, which would also help to
ensure continuity.
The Directors lastly noted that Blackstone had worked very closely with
the portfolio management team and the Directors themselves in planning for a
potential transition, including performing numerous interviews with the
portfolio management team, the custodians, the administrator and the external
accountants in order to understand the current operations of the Fund and to
consider where improvements of the operations of the Fund can be made.
(viii) ALTERNATIVES TO THE AGREEMENTS: The Board also considered possible
alternatives to the management arrangement from the standpoint of the Fund and
its Stockholders. As discussed above under "Background", the Directors undertook
an extensive review and evaluation of prior management and carefully considered
a variety of alternatives. The Directors considered the relative advantages and
disadvantages of retaining a new investment manager (or managers) or hiring
internal management to perform all or a part of the advisory, administrative or
operational tasks. In connection with their examination of these alternatives,
the Directors considered all of the factors described above. The Directors
further considered whether the Fund would have the ability on its own to
attract, retain and supervise highly qualified personnel and obtain high quality
services.
APPROVAL AND RECOMMENDATION
As a result of the considerations described above, the Board of Directors
determined to consider and approve a new management arrangement with Blackstone.
In considering whether to approve the new agreement, the Directors did not
identify any particular information that was all-important or controlling. Nor
did the Board identify any single factor that was determinative to the decision
of the Board and each Director may have attributed different weights to the
various factors. The Directors evaluated all information available to them. The
Directors also considered comparative information received in connection with
their most recent approval of the continuation of the previous management and
administration agreements in addition to information provided by Blackstone in
connection with their evaluation of the terms and conditions of the new
agreements. Based upon their discussions which took place throughout the year
and at the May 17, August 9 and November 8, 2005 board meetings, as well as on
the recommendations of the Board's subcommittee, and after weighing each of the
presentations of the other firms, the Independent Directors are satisfied that
Blackstone Advisors is qualified to manage the Fund's investment portfolio. The
Directors, including a majority of Independent Directors, concluded that the
terms of the new management agreement are fair and reasonable, that the fees
stated therein are reasonable in light of the services to be provided to the
Fund, and for these reasons they therefore have concluded that the new
management agreement should be approved and recommended to Fund Stockholders.
12
INFORMATION CONCERNING BLACKSTONE ADVISORS
Blackstone Advisors is a Delaware limited liability company and a
registered investment adviser under the Advisers Act. Blackstone Advisors is
managed and controlled by Peter G. Peterson and Stephen A. Schwarzman. The
principal business address of Blackstone and Blackstone Advisors is 345 Park
Avenue, New York, New York 10154. Blackstone Advisors is an affiliate of
Blackstone and Blackstone Fund Services India Private Limited.
The names, titles and principal occupations of the current principal
executive officers of Blackstone Advisors are set forth in the following table.
The business address of each person listed below is 345 Park Avenue, New York,
New York 10154.
NAME TITLE AND PRINCIPAL OCCUPATION
------------------ ----------------------------------------------------
Hamilton E. James President
Robert L. Friedman Chief Administrative Officer and Chief Legal Officer
Barbara F. Pires Chief Compliance Officer
Michael A. Puglisi Chief Financial Officer
REQUIRED VOTE
As provided by the 1940 Act, approval of the new management agreement will
require the affirmative vote of a "majority of the outstanding voting
securities" of the Fund, which means the affirmative vote of the lesser of (a)
67% or more of the shares of the Fund entitled to vote thereon present or
represented by proxy at the Meeting, if the holders of more than 50% of the
outstanding shares of the Fund entitled to vote thereon are present or
represented by proxy, or (b) more than 50% of the total outstanding shares of
the Fund entitled to vote thereon. For this purpose, abstentions and broker
non-votes will be counted as shares present at the Meeting for quorum purposes
but not voting and will have the same effect as votes cast against the Proposal.
The new management agreement will become effective on the date Stockholders of
the Fund approve the agreement.
Please note that unless otherwise instructed, the proxies will vote FOR
Proposal 1.
THE DIRECTORS, INCLUDING THE DIRECTORS WHO ARE NOT
"INTERESTED PERSONS" (AS DEFINED IN THE 1940 ACT) OF THE FUND,
BLACKSTONE, BLACKSTONE ADVISORS OR ANY OF THEIR RESPECTIVE
AFFILIATES RECOMMEND THAT STOCKHOLDERS VOTE "FOR"
THE APPROVAL OF THE NEW MANAGEMENT AGREEMENT.
13
PROPOSAL 2. ELECTION OF DIRECTORS
BACKGROUND
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 one Class II Director to hold office until
the 2009 Annual Meeting of Stockholders, or thereafter until his successor is
elected and qualified, and one Class III Director to hold office until the 2007
Annual Meeting of Stockholders, or thereafter until his successor is elected and
qualified. The terms of office of the Class I Directors expires at the Annual
Meeting of Stockholders in 2008, or thereafter 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. Mr. Salacuse and Mr. Melwani 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 and Class III Directors:
NUMBER OF
FUNDS IN OTHER
FUND BOARD
COMPLEX MEMBERSHIPS
OVERSEEN BY HELD BY
POSITION(S) LENGTH OF PRINCIPAL NOMINEE NOMINEE
HELD WITH TIME OCCUPATION(S) (INCLUDING DURING PAST
NAME, ADDRESS AND AGE FUND SERVED DURING PAST 5 YEARS THE FUND) FIVE YEARS
--------------------- ------------- --------- ------------------------ ----------- --------------
NOMINEE TO SERVE AS A CLASS II DIRECTOR UNTIL THE 2009 ANNUAL MEETING OF STOCKHOLDERS
INDEPENDENT DIRECTOR/NOMINEE
Jeswald W. Salacuse Director, Since Henry J. Braker 2 Director of 34
The Fletcher School of Law & Chairman of 1993 Professor of Commercial registered
Diplomacy at Tufts University the Board and Law, The Fletcher investment
Medford, MA 02155 Chairman of School of Law & companies
Age: 67 the Audit Diplomacy advised by
Committee (1986-Present); Dean, Salomon
and Fletcher School of Law Brothers Asset
Nominating & Diplomacy, Tufts Management
Committee University (1986-1994) Inc. ("SBAM")
14
NUMBER OF
FUNDS IN OTHER
FUND BOARD
COMPLEX MEMBERSHIPS
OVERSEEN BY HELD BY
POSITION(S) LENGTH OF PRINCIPAL NOMINEE NOMINEE
HELD WITH TIME OCCUPATION(S) (INCLUDING DURING PAST
NAME, ADDRESS AND AGE FUND SERVED DURING PAST 5 YEARS THE FUND) FIVE YEARS
--------------------- ------------- --------- ------------------------ ----------- --------------
NOMINEE TO SERVE AS A CLASS III DIRECTOR UNTIL THE 2007 ANNUAL MEETING OF STOCKHOLDERS
INTERESTED DIRECTOR/NOMINEE
Prakash A. Melwani* Director and Since Senior Managing 2 Aspen
Blackstone Asia Advisors L.L.C. President 2005 Director, Private Equity Insurance
345 Park Avenue Group, Blackstone (May Holdings
New York, NY 10154 2003-Present); Founder Limited, Texas
Age: 47 and Chief Investment Genco LLC,
Officer, Vestar Capital Kosmos Energy
Partners (1988-1993) Holdings and
Foundation
Coal Holdings,
Inc.
----------
* Mr. Melwani is an "interested person," as defined in the 1940 Act because
he serves as President of the Fund.
The following table provides information concerning the Class III and
Class I Directors currently serving until the year 2007 and 2008 Annual Meetings
of Stockholders:
NUMBER OF
FUNDS IN OTHER
FUND BOARD
COMPLEX MEMBERSHIPS
OVERSEEN BY HELD BY
POSITION(S) LENGTH OF PRINCIPAL DIRECTOR NOMINEE
HELD WITH TIME OCCUPATION(S) (INCLUDING DURING PAST
NAME, ADDRESS AND AGE FUND SERVED DURING PAST 5 YEARS THE FUND) FIVE YEARS
--------------------- ------------- --------- ------------------------ ----------- ---------------------
CLASS III DIRECTOR SERVING UNTIL THE 2007 ANNUAL MEETING OF STOCKHOLDERS
INDEPENDENT DIRECTOR
Lawrence K. Becker Director and Since Private Investor, Real 2 Member of the Boards
8039 Harbor View Terrace Member of 2003 Estate Investment of eight registered
Brooklyn, N.Y. 11209 the Audit Management (July investment companies
Age: 50 Committee 2003-Present); Vice advised by Advantage
and President,
Nominating Controller/Treasurer,
Committee National Financial
Partners (2000-2003);
Managing Director,
Controller/Treasurer,
Oppenheimer Capital-
PIMCO (1981-2000)
15
NUMBER OF
FUNDS IN OTHER
FUND BOARD
COMPLEX MEMBERSHIPS
OVERSEEN BY HELD BY
POSITION(S) LENGTH OF PRINCIPAL DIRECTOR NOMINEE
HELD WITH TIME OCCUPATION(S) (INCLUDING DURING PAST
NAME, ADDRESS AND AGE FUND SERVED DURING PAST 5 YEARS THE FUND) FIVE YEARS
--------------------- ------------- --------- ------------------------ ----------- ---------------------
CLASS I DIRECTORS SERVING UNTIL THE 2008 ANNUAL MEETING OF STOCKHOLDERS
INDEPENDENT DIRECTORS
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 investment
58 East 68th Street Committee President, The Council companies advised by
New York, N.Y. 10021 and on Foreign Relations SBAM
Age: 68 Nominating (1993-2003); Columnist
Committee (1991-1993), Deputy
Editorial Page Editor
(1985-1990) and Editor,
Op-Ed Page (1988-1990),
THE NEW YORK TIMES
Luis F. Rubio Director and Since President, Centro de 2 Member of the Board
Jaime Balmes No. 11, D-2 Member of 1999 Investigacion para el of eight registered
Los Morales Polanco the Audit Desarrollo, A.C. (Center investment companies
Mexico, D.F. 11510 Committee of Research for advised by Advantage
Age: 50 and Development) and certain other
Nominating (2002-Present) Director offshore private
Committee General, Centro de investment funds
Investigacion para el
Desarrollo, A.C.
(1984-2002); frequent
contributor of op-ed
pieces to THE LOS
ANGELES TIMES and THE
WALL STREET JOURNAL
DIRECTOR COMPENSATION
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 the investment manager, the subadvisor or an
affiliate of the investment manager during the Fund's prior fiscal year. The
following table provides information concerning the approximate compensation
paid during the fiscal year ended October 31, 2005 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 October 31, 2005. The Fund does not
provide any pension or retirement benefits to Directors.
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 manager or that have an
investment manager that is an affiliated person of the investment manager of any
of the other registered investment companies. Investment companies are
considered to be
16
in the same family if they share the same investment manager or principal
underwriter and hold themselves out to investors as related companies for
purposes of investment and investor services.
TOTAL
COMPENSATION TOTAL
FROM COMPENSATION
AGGREGATE OTHER FUNDS FROM
COMPENSATION ADVISED BY FUND AND
NAME OF DIRECTOR FROM FUND ADVISER FUND COMPLEX
--------------------- ------------ ------------ ------------
Lawrence K. Becker $7,100 $7,100 $14,200
Leslie H. Gelb 6,900 7,000 13,900
Prakash A. Melwani 0 0 0
Luis F. Rubio 7,000 7,200 14,200
Jeswald W. Salacuse 7,100 7,100 14,200
The Fund does not provide any pension or retirement benefits to Directors.
BENEFICIAL SHARE OWNERSHIP
The following table sets forth the beneficial ownership of shares of the
Fund, as of January 2, 2006, 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
------------------------ ------------ ---------
None
In addition, as of January 2, 2006, Cede & Co., a nominee for participants
in The Depository Trust Company, held of record 5,640,014.0000 shares, equal to
99% of the outstanding shares of the Fund.
17
SECURITY OWNERSHIP OF MANAGEMENT
The following table provides information concerning the number and dollar
range of equity securities owned beneficially by each Director as of January 2,
2006:
AGGREGATE DOLLAR RANGE OF
EQUITY SECURITIES IN ALL FUNDS
DOLLAR RANGE OF OVERSEEN OR TO BE OVERSEEN
NAME OF DIRECTOR EQUITY SECURITIES BY DIRECTOR OR NOMINEE IN
OR NOMINEE IN THE FUND FAMILY OF INVESTMENT COMPANIES
--------------------- ----------------- ------------------------------
DIRECTORS
Lawrence K. Becker None None
Leslie H. Gelb None None
Prakash A. Melwani None None
Luis F. Rubio None None
Jeswald W. Salacuse $1-$10,000 $10,001-$50,000
As of January 2, 2006, 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 January 2,
2006, 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 Blackstone
Advisors, the Fund's investment manager, or any person or entity (other than the
Fund) directly or indirectly controlling, controlled by, or under common control
with Blackstone Advisors.
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 Blackstone
Advisors, 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, Blackstone Advisors and their affiliates
and other funds and clients managed by Blackstone Advisors to ensure that the
Fund is managed in a manner which is in the best interest of the Fund's
Stockholders.
18
OFFICERS 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. The current executive officers of the Fund are:
TERM OF OFFICE
AND LENGTH
POSITIONS HELD OF TIME PRINCIPAL OCCUPATION
NAME, ADDRESS AND AGE WITH FUND SERVED DURING PAST 5 YEARS
------------------------------- ------------------ -------------- ------------------------------------------------
Prakash A. Melwani President Since 2005 Senior Managing Director, Private Equity Group,
Blackstone Asia Advisors L.L.C. and Director Blackstone (May 2003-Present); Founder and
345 Park Avenue Chief Investment Officer, Vestar Capital Partners
New York, N.Y. 10154 (1988-1993)
Age: 47
Robert L. Friedman Chief Legal Since 2005 Chief Administrative Officer and Chief Legal
Blackstone Asia Advisors L.L.C. Officer and Officer, Blackstone (2003-Present); Senior
345 Park Avenue Vice President Managing Director, Blackstone (1999-Present)
New York, N.Y. 10154
Age: 62
Joshua B. Rovine Secretary Since 2005 Managing Director, Finance and Administration
Blackstone Asia Advisors L.L.C. Group, Blackstone (2003-Present); Partner,
345 Park Avenue Sidley Austin Brown & Wood LLP (1994-2002)
New York, N.Y. 10154
Age: 40
Brian S. Chase Treasurer and Since 2005 Vice President and Chief Financial Officer,
Blackstone Asia Advisors L.L.C. Vice President Distressed Securities Advisors Group, Blackstone
345 Park Avenue (May 2005-Present); Controller, Fortress
New York, N.Y. 10154 Investment Group LLC (May 2002-May 2005)
Age: 28
Barbara F. Pires Chief Compliance Since 2005 Consultant (2005-Present); Chief Compliance
Blackstone Asia Advisors L.L.C. Officer and Officer, The Asia Tigers Fund, Inc. and The
345 Park Avenue Vice President India Fund, Inc. (2005); Senior Vice President,
New York, N.Y. 10154 Oppenheimer Asset Management, Inc. (1996-2005)
Age: 53
Punita Kumar-Sinha Portfolio Manager Since 2005 Portfolio Manager, The Asia Tigers Fund, Inc.
Blackstone Asia Advisors L.L.C. and Chief and The India Fund, Inc. (1999-Present)
345 Park Avenue Investment Officer
New York, N.Y. 10154
Age: 43
AUDIT COMMITTEE AND AUDIT COMMITTEE REPORT
The Fund's Audit Committee is composed entirely of Directors who are not
"interested persons" of the Fund, Advantage, Blackstone Advisors or their
affiliates within the meaning of the 1940 Act, and who are "independent" as
defined in the NYSE listing standards. Currently, Messrs. Becker, Gelb, Rubio
and Salacuse are members of the Audit Committee. The Audit Committee convened
two times during the fiscal year ended October 31, 2005. The principal functions
of the Audit Committee are to recommend to the
19
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 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 November 2005. The Fund's amended and restated Audit
Committee Charter is attached hereto as Exhibit B.
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 October 31, 2005.
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 2005. 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.
NOMINATING COMMITTEE
The Nominating Committee is composed entirely of Directors who are not
"interested persons" of the Fund, Blackstone Advisors or its affiliates within
the meaning of the 1940 Act, and who are "independent" as defined in the NYSE
listing standards. Currently Messrs. Becker, Gelb, Rubio and Salacuse are
members of the Nominating Committee. This Committee did not meet during the
fiscal year ended October 31, 2005. 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 and
the Charter was filed as an exhibit to the Proxy Statement filed by the Fund on
February 4, 2004.
20
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.
BOARD MEETINGS
During the fiscal year ended October 31, 2005, the Board of Directors held
three regular meetings and five special meetings. Each Director attended at
least 75% of the meetings of the Board or the committee of the Board on which he
served.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, 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,
Blackstone Advisors and its directors and officers, to file reports of ownership
and changes in ownership of the Fund's securities with the SEC and the NYSE.
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 Blackstone Advisors and
their directors and officers, have complied with applicable filing requirements
during the fiscal year ended October 31, 2005.
21
REQUIRED VOTE
Directors are elected by a plurality of all 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. A "plurality of the votes" cast means the
candidate must receive more votes than any other candidate for the same
position, but not necessarily a majority of the votes cast. 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.
Please note that unless otherwise instructed, the proxies will vote FOR
each nominee for Director.
THE DIRECTORS, INCLUDING THE DIRECTORS WHO ARE NOT
"INTERESTED PERSONS" (AS DEFINED IN THE 1940 ACT) OF THE FUND,
BLACKSTONE, BLACKSTONE ADVISORS OR ANY OF THEIR RESPECTIVE
AFFILIATES RECOMMEND THAT STOCKHOLDERS VOTE "FOR"
EACH NOMINEE FOR DIRECTOR.
22
ADDITIONAL INFORMATION
SERVICE PROVIDERS
Blackstone Advisors currently serves as the Fund's interim investment
manager under the interim management agreement and as the Fund's administrator
under the administration agreement. The address of Blackstone Advisors is 345
Park Avenue, New York, New York 10154. Blackstone Advisors subcontracts certain
of its responsibilities as administrator to PFPC Inc. The address of PFPC Inc.
is 103 Bellevue Parkway, Wilmington, Delaware 19809.
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
Blackstone Advisors or any entity controlling, controlled by, or under common
control with Blackstone Advisors 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 October 31, 2004 and October 31, 2005 were $68,500 and
$71,500, 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 than the Audit Fees described
above, for the fiscal years ended October 31, 2004 and October 31, 2005 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 October 31, 2004 and
October 31, 2005 were $34,645 and $45,100, 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 October 31, 2004 and
October 31, 2005 were $0 and $0, respectively.
The aggregate non-audit fees billed by PwC for services rendered to the
Fund, Blackstone Advisors and any entity controlling, controlled by, or under
common control with the Fund, Blackstone Advisors and Blackstone that provides
ongoing services to the Fund for the fiscal years ended October 31, 2004
23
and October 31, 2005 were $34,645 and $45,100, 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
October 31, 2005, 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 Fund's Board of Directors does not know of any other matter that 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.
STOCKHOLDER PROPOSALS
All proposals by Stockholders of the Fund that are intended to be
presented at the Fund's next Annual Meeting of Stockholders, to be held in 2007,
must be received by the Fund (addressed to The Asia Tigers Fund, Inc., 345 Park
Avenue, New York, New York 10154) for inclusion in the Fund's proxy statement
and proxy relating to that meeting no later than September 11, 2006. Any
Stockholder who desires to bring a proposal for consideration at the Fund's year
2007 Annual Meeting of Stockholders without including such proposal in the
Fund's proxy statement must deliver written notice thereof to the Secretary of
the Fund (addressed to The Asia Tigers Fund, Inc., 345 Park Avenue, New York,
New York 10154) during the 30-day period from October 27, 2006 to November 26,
2006.
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 of The
Asia Tigers Fund, Inc., c/o the Fund's Chief Legal Officer, 345 Park Avenue, New
York, New York 10154. 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.
24
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. The only Director
to attend the Fund's February 28, 2005 Annual Meeting of Stockholders was Bryan
McKigney, who resigned as a Director of the Fund effective December 4, 2005.
EXPENSES OF PROXY SOLICITATION
The costs of preparing, printing, assembling and mailing material in
connection with this solicitation of proxies will be borne by the Fund, even if
the proposals are not successful, as will all of the other costs in connection
with the Meeting. PROXIES MAY ALSO BE SOLICITED PERSONALLY BY DIRECTORS AND
OFFICERS OF THE FUND AND BY REGULAR EMPLOYEES OF BLACKSTONE, ITS RESPECTIVE
AFFILIATES, OR OTHER REPRESENTATIVES OF THE FUND, AND MAY BE ACCOMPLISHED BY
TELEPHONE 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.
In addition, Georgeson Shareholder Communications Inc. ("Georgeson"), a
proxy solicitation firm, has been retained to assist in the solicitation of the
proxy vote. It is anticipated that Georgeson will be paid an amount estimated at
$9,500 plus reasonable out-of-pocket expenses. Therefore, expenses of the
Meeting will include costs of (i) preparing, assembling and mailing material in
connection with the solicitation, (ii) soliciting proxies by officers or
employees, personally or by telephone or telegraph, (iii) reimbursing brokerage
houses, banks and other fiduciaries and (iv) compensating the proxy solicitor.
Georgeson may call Stockholders to ask if they would be willing to have
their votes recorded by telephone. The telephone voting procedure is designed to
authenticate Stockholders' identities, to allow Stockholders to authorize the
voting of their shares in accordance with their instructions and to confirm that
their instructions have been recorded properly. A Stockholder voting by
telephone would be asked for his or her social security number or other
identifying information and would be given an opportunity to authorize proxies
to vote his or her shares in accordance with his or her instructions. To ensure
that the Stockholder's instructions have been recorded correctly, he or she will
receive a confirmation of such instructions in the mail. The confirmation is a
replica of the proxy card but with marks indicating how the Stockholder voted,
along with a special toll-free number which will be available in the event the
Stockholder wishes to change or revoke the vote. Although a Stockholder's vote
may be taken by telephone, each Stockholder will receive a copy of this proxy
statement and may vote by mailing the enclosed proxy card. If you have any
questions or need assistance in voting, please contact Georgeson at its
toll-free number, 1-877-847-1383.
PLEASE VOTE PROMPTLY BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND
RETURNING IT IN THE ACCOMPANYING POSTAGE-PAID RETURN ENVELOPE OR BY FOLLOWING
THE INSTRUCTIONS TO VOTE BY TELEPHONE OR OVER THE INTERNET ON YOUR PROXY CARD.
January 9, 2006
25
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EXHIBIT A
FORM OF NEW MANAGEMENT AGREEMENT
Management Agreement dated and effective as of [ ], 200[6], between The
Asia Tigers Fund, Inc., a Maryland corporation (herein referred to as the
"Fund"), and Blackstone Asia Advisors L.L.C., a Delaware limited liability
company (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 (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) 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; (vi) advise the Fund with
respect to all matters relating to the Fund's use of leveraging techniques;
(vii) monitor the performance of the Fund's outside service providers, including
the Fund's administrator, transfer agent and custodian; and (viii) pay the
salaries, fees and expenses of such of the Fund's officers, directors 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. The Investment
Manager may delegate any of the foregoing responsibilities to a third party with
the consent of the Fund.
2. 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; 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 committee thereof; 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 any 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, as amended, 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: (i) 1.00% of the Fund's
average weekly net assets for the first $500,000,000 of the Fund's average
weekly net assets; (ii) 0.95% of the Fund's average weekly net assets for the
next $500,000,000 of the Fund's average weekly net assets; and (iii) 0.90% of
the Fund's average weekly net assets in excess of $1,000,000,000 of the Fund's
average weekly net assets. If the fee payable to the Investment Manager pursuant
to this Section 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
A-2
amended (the "1940 Act"), 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 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
[two years after shareholder approval], 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 1940 Act) of any such
party, cast in person at a meeting called for the purpose
A-3
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 the 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 Asia Tigers Fund, Inc.
345 Park Avenue
New York, New York 10154
Attn: Joshua Rovine
If to the Investment Manager:
Blackstone Asia Advisors L.L.C.
345 Park Avenue
New York, New York 10154
Attn: Joshua Rovine
with a copy to:
Barbara Pires
Chief Compliance Officer
Blackstone Asia Advisors L.L.C.
345 Park Avenue
New York, New York 10154
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.
A-4
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 ASIA TIGERS FUND, INC.
By: ____________________________________
Name: [name]
Title: [title]
BLACKSTONE ASIA ADVISORS L.L.C.
By: ____________________________________
Name: [name]
Title: [title]
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EXHIBIT B
THE ASIA TIGERS FUND, INC.
THE INDIA FUND, INC.
AUDIT COMMITTEE CHARTER
December 18, 2003, as amended on November 8, 2005
This charter sets forth the purpose, authority and responsibilities of the
Audit Committee of each of the Board of Directors (the "Board") of the
investment companies set forth above (each, a "Fund").
PURPOSES
The Audit Committee of the Board (the "Committee") has, as its primary
purpose, oversight responsibility with respect to: (a) the adequacy of the
Fund's accounting and financial reporting processes, policies and practices; (b)
the integrity of the Fund's financial statements and the independent audit
thereof; (c) the adequacy of the Fund's overall system of internal controls and,
as appropriate, the internal controls of certain service providers; (d) the
Fund's compliance with certain legal and regulatory requirements; (e)
determining the qualification and independence of the Fund's independent
auditors; and (f) the Fund's internal audit function, if any.
The function of the Committee is oversight; it is the responsibility of
the Fund's investment adviser (the "Adviser") to maintain appropriate systems
for accounting and internal control, and the independent auditors'
responsibility to plan and carry out a proper audit.
AUTHORITY
The Committee has been duly established by the Board and shall have the
resources and authority appropriate to discharge its responsibilities, including
the authority to retain counsel and other experts or consultants at the expense
of the Fund and approve the fees payable to such advisors and any other terms of
their retention. The Committee has the authority and responsibility to retain
and terminate the Fund's independent auditors. In connection therewith, the
Committee must evaluate the independence of the Fund's independent auditors and
receive the auditors' specific representations as to their independence.
COMPOSITION AND TERM OF COMMITTEE MEMBERS
The Committee shall be comprised of the Directors who are "Independent,"
which term shall mean each Director (i) who is not an "interested person," as
defined in the Investment Company Act of 1940, as amended, of the Fund; and (ii)
who has not accepted directly or indirectly any consulting, advisory, or other
compensatory fee from the Fund (other than fees for serving as a Director or
member of the Committee or any other committee of the Board). The members of the
Committee shall designate one member to serve as Chairman of the Committee.
No member of the Committee may serve on the audit committees of more than
three public companies, including the Funds, unless the Board determines that
such simultaneous service would not impair the ability of such member
effectively to serve on the Committee.
Each member of the Committee shall be "Independent," as defined in the New
York Stock Exchange (the "NYSE") Listed Company Manual ss.303A, and shall be
free of any relationship that, in the judgment of the Board, may interfere with
the exercise of his or her independent judgment.
Each member of the Committee shall serve until a successor is appointed.
The Board shall determine whether: the Committee has at least one member
who is an "audit committee financial expert" ("ACFE"), as such term is defined
in the rules adopted under Section 407 of the Sarbanes-Oxley Act of 2002. The
designation of a person as an ACFE is not intended to impose any greater
responsibility or liability on that person than the responsibility and liability
imposed on such person as a member of the Committee, nor does it decrease the
duties and obligations of other Committee members or the Board. In addition,
with respect to those Funds listed on the NYSE, each member of the Committee
must be financially literate and at least one member of the Audit Committee must
have accounting or related financial management expertise, as the Board of
Directors interprets such qualifications in its business judgment under the NYSE
listing requirements.
MEETINGS
The Committee shall meet on a regular basis, no less frequently than
semi-annually, and is empowered to hold special meetings as circumstances
require. Periodically, the Committee shall meet to discuss with management the
Fund's annual audited financial statements and semi-annual financial statements.
Periodically, the Committee should meet separately with management, the Fund's
administrator and independent auditors to discuss any matters that the Committee
or any of these persons or firms believe should be discussed privately. The
Committee may request any officer or employee of the Adviser or the Fund's legal
counsel (or counsel to the Independent Board members) or independent auditors to
attend a meeting of the Committee or to meet with any members of, or consultants
to, the Committee.
Minutes of each meeting will be taken and circulated to all members of the
Committee in a timely manner.
Any action of the Committee requires the vote of a majority of the
Committee members present, whether in person or otherwise, at the meeting at
which such action is considered. At any meeting of the Committee, one member of
the Committee shall constitute a quorum for the purpose of taking any action.
DUTIES AND POWERS AND OF THE COMMITTEE
The duties and powers of the Committee include, but are not limited to,
the following:
o bear direct responsibility for the appointment, compensation,
retention and oversight of the work of the Fund's independent
auditors for the purpose of preparing or issuing an audit report or
performing
B-2
other audit, review or attest services for the Fund, and the
independent auditors must report directly to the Committee;
o set the compensation of the independent auditors, such amount to be
paid by the Fund;
o evaluate the independence of the Fund's independent auditors,
including whether the auditors provide any consulting services to
the Adviser or its affiliated companies, and receive the auditors'
specific representations as to their independence;
o to the extent required by applicable law, pre-approve: (i) all audit
and non-audit services that the Fund's independent auditors provide
to the Fund, and (ii) all non-audit services that the Fund's
independent auditors provide to the Adviser and any entity
controlling, controlled by, or under common control with the Adviser
that provides ongoing services to the Fund, if the engagement
relates directly to the operations and financial reporting of the
Fund; provided that the Committee may implement policies and
procedures by which such services are approved other than by the
full Committee prior to their ratification by the Committee;
o meet with the Fund's independent auditors, including private
meetings, as necessary to (i) review the arrangements for and scope
of the annual audit and any special audits; (ii) discuss any matters
of concern relating to the Fund's financial statements, including
any adjustments to such statements recommended by the auditors, or
other results of the audit(s); (iii) consider the auditors' comments
with respect to the Fund's financial policies, procedures and
internal accounting controls and management's responses thereto; and
(iv) review the form of opinion the auditors propose to render to
the Directors and the members of the Fund;
o review reports prepared by the Fund's independent auditors detailing
the fees paid to the Fund's independent auditors for: (i) audit
services (includes all services necessary to perform an audit,
services provided in connection with statutory and regulatory
filings or engagements and other services generally provided by
independent auditors, such as comfort letters, statutory audits,
attest services, consents and assistance with, and review of,
documents filed with the Securities and Exchange Commission
("SEC")); (ii) audit-related services (covers assurance and due
diligence services, including, employee benefit plan audits, due
diligence related to mergers and acquisitions, consultations and
audits in connection with acquisitions, internal control reviews and
consultations concerning financial accounting and reporting
standards); (iii) tax services (services performed by a professional
staff in the accounting firm's tax division, except those services
related to the audit, including tax compliance, tax planning and tax
advice) and (iv) other services (includes financial information
systems implementation and design);
o ensure that the Fund's independent auditors prepare and deliver
annually to the Committee a written statement (the "Auditors'
Statement") describing: (i) the auditors' internal quality control
procedures; (ii) any material issues raised by the most recent
internal quality control review or peer review of the auditors, or
by any inquiry or investigation by governmental or professional
authorities within the preceding five years respecting one or more
independent audits carried out by the auditors, and any steps taken
to deal with any such issues; and (iii) all relationships between
the
B-3
independent auditors and the Fund, including each non-audit service
provided to the Fund and the matters set forth in Independence
Standards Board No. 1;
o receive and review a written report (or update, with respect to a
semi-annual filing), as of a date 90 days or less prior to the
filing of the Fund's annual (or semi-annual) report with the SEC, to
the Committee from the Fund's independent auditors regarding any:
(i) critical accounting policies to be used; (ii) alternative
accounting treatments that have been discussed with the Fund's
management along with a description of the ramifications of the use
of such alternative treatments and the treatment preferred by the
independent auditors; (iii) material written communications between
the auditor and management of the Fund; and (iv) all non-audit
services provided to any entity in the Fund's investment company
complex that were not pre-approved by the Committee;
o oversee the Fund's internal controls and annual and semi-annual
financial reporting process, including results of the annual audit.
Oversee internal accounting controls relating to the activities of
the Fund's custodian and administrator and the Adviser through the
periodic review of reports, discussions with appropriate officers
and consideration of reviews provided by internal audit staff;
o meet with the Fund's internal auditors (or other personnel
responsible for the internal audit function), if any, following an
internal audit of the Fund to discuss significant risks and
exposures, if any, to the Fund's risk management processes and
system of internal controls, and the steps taken to monitor and
minimize such risks;
o review of any issues brought to the Committee's attention by
independent auditors or the Fund's management, including those
relating to any deficiencies in the design or operation of internal
controls which could adversely affect the Fund's ability to record,
process, summarize and report financial data, any material
weaknesses in internal controls and any fraud, whether or not
material, that involves management or other employees who have a
significant role in the Fund's internal controls;
o review and evaluate the qualifications, performance and independence
of the lead partner of the Fund's independent auditors;
o require the Fund's independent auditors to report any instance of an
audit partner of those auditors earning or receiving compensation
based on that partner procuring engagements with the Fund to provide
any services other than audit, review or attest services;
o resolve any disagreements between the Fund's management and
independent auditors concerning the Fund's financial reporting;
o to the extent there are Directors who are not members of the
Committee, report its activities to the full Board on a regular
basis and make such recommendations with respect to the above and
other matters as the Committee may deem necessary or appropriate;
B-4
o discuss the Fund's earnings press releases, financial information
and earnings guidance provided to analysts and ratings agencies, if
any;
o review policies with respect to risk assessment and risk management;
o review hiring policies for employees or former employees of the
Fund's independent accountants;
o establish and maintain the procedures set forth in Exhibit B
regarding: (i) the receipt, retention and treatment of complaints
received by the Funds or the Adviser regarding accounting, internal
accounting controls or auditing matters; and (ii) the confidential,
anonymous submission by employees of the Fund, the Adviser, any
sub-adviser, administrator, principal underwriter or provider of
accounting-related services of concerns regarding questionable
accounting or auditing matters; and
o review such other matters as may be appropriately delegated to the
Committee by the Board.
ANNUAL PERFORMANCE EVALUATION
The Committee shall perform a review and evaluation, at least annually, of
the performance of the Committee and its members, including reviewing the
compliance of the Committee with this charter. The Committee shall conduct such
evaluations and reviews in such manner as it deems appropriate.
B-5
EXHIBIT A
WHISTLEBLOWER PROCEDURES
A. RESPONSIBILITIES OF AUDIT COMMITTEE OF THE FUND (THE "AUDIT COMMITTEE")
WITH RESPECT TO SPECIFIED COMPLAINTS
1. The Audit Committee shall receive, retain, investigate and act on
complaints and concerns of Covered Persons(1) ("Reports") regarding:
(a) questionable accounting, internal accounting controls and
auditing matters, including those regarding the circumvention
or attempted circumvention of internal accounting controls or
that would otherwise constitute a violation of the Fund's
accounting policies (each an "Accounting Allegation");
(b) compliance with legal and regulatory requirements ("Legal
Allegation"); and
(c) retaliation against Covered Persons who make Accounting
Allegations or Legal Allegations ("Retaliatory Act").
2. In the discretion of the Audit Committee, responsibilities of the
Audit Committee created by these procedures may be delegated to the
Chairman of the Audit Committee.
B. PROCEDURES FOR RECEIVING REPORTS
1. Any Report that is made directly to management, whether openly,
confidentially or anonymously, shall be promptly reported to the
Audit Committee.
2. Each Report forwarded to the Audit Committee by management and each
Report that is made directly to the Audit Committee, whether openly,
confidentially or anonymously, shall be reviewed by the Audit
Committee, who may, in their discretion, consult with any member of
management who is not the subject of the allegation and who may have
appropriate expertise to assist the Audit Committee. The Audit
Committee shall determine whether the Audit Committee or management
should investigate the Report, taking into account the
considerations set forth in Section C below.
(a) If the Audit Committee determines that management should
investigate the Report, the Audit Committee shall notify the
Fund's Chief Legal Officer in writing of that conclusion.
Management shall thereafter promptly investigate the Report
and shall report the results of its investigation, in writing,
to the Audit Committee. Management shall be free in its
discretion to
----------
(1) For purposes of these Procedures, "Covered Person" means any "Fund Covered
Person" or "Vendor Covered Person"; "Fund Covered Persons" means officers
of the Fund as well as those employees of the Fund's investment adviser
and sub-adviser that provide services on behalf of those entities to the
Fund; and "Vendor Covered Persons" means those employees of the Fund's
custodian, administrator, transfer agent, auction agent and other
third-party agents that, pursuant to agreements with the Fund, provide
services to or on behalf of the Fund.
B-6
engage outside auditors, counsel or other experts to assist in
the investigation and in the analysis of results.
(b) If the Audit Committee determines that it should investigate
the Report, the Audit Committee shall promptly determine what
professional assistance, if any, it needs in order to conduct
the investigation. The Audit Committee shall be free in its
discretion to engage outside auditors, counsel or other
experts to assist in the investigation and in the analysis of
results.
C. CONSIDERATIONS RELATIVE TO WHETHER THE AUDIT COMMITTEE OR MANAGEMENT
SHOULD INVESTIGATE A REPORT
In determining whether management or the Audit Committee should
investigate a Report, the Audit Committee shall consider, among any other
factors that are appropriate under the circumstances, the following:
1. Who is the alleged wrongdoer? If an executive officer, senior
financial officer or other high management official is alleged to
have engaged in wrongdoing, that factor alone may militate in favor
of the Audit Committee conducting the investigation.
2. How serious is the alleged wrongdoing? The more serious the alleged
wrongdoing, the more appropriate that the Audit Committee should
undertake the investigation. If the alleged wrongdoing would
constitute a crime involving the integrity of the financial
statements of the Fund, that factor alone may militate in favor of
the Audit Committee conducting the investigation.
3. How credible is the allegation of wrongdoing? The more credible the
allegation, the more appropriate that the Audit Committee should
undertake the investigation. In assessing credibility, the Audit
Committee should consider all facts surrounding the allegation,
including but not limited to whether similar allegations have been
made in the press or by analysts.
D. PROTECTION OF WHISTLEBLOWERS
Consistent with the policies of the Fund, the Audit Committee shall not
retaliate, and shall not tolerate any retaliation by management or any other
person or group, directly or indirectly, against anyone who, in good faith,
makes an Accounting Allegation or Legal Allegation, reports a Retaliatory Act or
provides assistance to the Audit Committee, management or any other person or
group, including any governmental, regulatory or law enforcement body,
investigating a Report. The Audit Committee shall not, unless compelled by
judicial or other legal process, reveal the identity of any person who makes an
Accounting Allegation or Legal Allegation or reports a Retaliatory Act and who
asks that his or her identity as the person who made such Report remain
confidential and shall not make any effort, or tolerate any effort made by any
other person or group, to ascertain the identity of any person who makes a
Report anonymously.
B-7
E. RECORDS
The Audit Committee shall retain for a period of seven years all records
relating to any Accounting Allegation or Legal Allegation or report of a
Retaliatory Act and to the investigation of any such Report.
F. PROCEDURES FOR MAKING COMPLAINTS
In addition to any other avenue available to a Covered Person, any Covered
Person may report to the Audit Committee openly, confidentially or anonymously
any Accounting Allegation or Legal Allegation or report of a Retaliatory Act.
Accounting Allegations, Legal Allegations and reports of a Retaliatory Act can
be made orally or in writing to the Chairman of the Audit Committee. Such
Reports can also be made directly to management openly, confidentially or
anonymously by contacting the Fund's Chief Legal Officer in writing or in
person.
B-8
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TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE
...............................................................................
THE ASIA TIGERS FUND, INC.
ANNUAL MEETING OF STOCKHOLDERS--FEBRUARY 24, 2006
THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS
P The undersigned hereby appoints Robert L. Friedman, Joshua B. Rovine and
Barbara Pires, and each of them, attorneys and proxies for the
undersigned, with full power of substitution and revocation, to represent
R the undersigned at the Annual Meeting of Stockholders of The Asia Tigers
Fund, Inc. (the "Fund") to be held at the offices of Simpson Thacher &
Bartlett LLP, 425 Lexington Avenue, New York, New York 10017, in
O Conference Room J on the 30th Floor on Friday, February 24, 2006, at
11:00 a.m., and at any adjournments or postponements thereof, upon the
matters set forth in the Notice of Meeting and Proxy Statement dated
X January 9, 2006 and upon all other matters properly coming before said
Meeting.
Y Please indicate your vote by an "X" in the appropriate box on the reverse
side. This Proxy, if properly executed, will be voted in the manner
directed by the stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2. Please refer to the Proxy Statement for a
discussion of the Proposals.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
----------------------------------- -----------------------------------
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SEE REVERSE SIDE Continued and to be SEE REVERSE SIDE
------------------- signed on reverse side. -----------------
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VOTING BY MAIL
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TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE
...............................................................................
| | PLEASE MARK ---|
| X | VOTES AS IN |
| | THIS EXAMPLE. |
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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSALS
1 AND 2 (INCLUDING ALL NOMINEES FOR DIRECTOR).
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1. To approve a new management agreement FOR AGAINST ABSTAIN
between the Fund and Blackstone Asia ----- ----- ------
Advisors L.L.C. | | | | | |
| | | | | |
2. To elect two Directors to the Board of | | | | | |
Directors ----- ----- ------
(01) Jeswald W. Salacuse (to serve as FOR ALL WITHHOLD
Class II Director until the 2009 Annual NOMINEES AUTHORITY TO VOTE
Meeting of Stockholders) FOR ALL NOMINEES
(02) Prakash A. Melwani (to serve as Class ------ ------
III Director until the 2007 Annual Meeting | | | |
of Stockholders) | | | |
| | | |
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(Instruction: to withhold authority to
vote for any individual nominee, write
that nominee's name in the space provided
above.)
3. The persons named as proxies are
authorized to vote in their discretion on
any other business as may properly come
before the Meeting.
Please mark the box at right if you plan to attend the Meeting. ------
(Please bring valid identification.) | |
| |
| |
------
Change of address and/or comments appear on reverse. ------
| |
| |
| |
Date , 2006 ------
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(Signature)
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(Signature)
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.
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