DEF 14A
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. )
þ Filed by the Registrant
o Filed by a Party other than the Registrant
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ Definitive Proxy Statement
o Definitive Additional Materials
o 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):
þ No fee required.
o 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: |
o Fee paid previously with preliminary materials.
o |
|
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
February 5, 2008
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 Friday,
February 22, 2008, 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.
At the meeting, you will be asked to vote on the election of
Directors.
After careful consideration, the Board of Directors of the
Fund, including all of the Independent Directors, recommends
that you vote FOR the election of each of the
nominees.
Whether or not you intend to attend the meeting, you may vote by
proxy by signing and returning your proxy card in the enclosed
postage-paid envelope or by following the instructions on your
proxy card to vote by telephone or over the Internet. Please
familiarize yourself with the proposal and vote immediately,
even if you plan to attend the meeting.
If your completed proxy card is not received, you may be
contacted by representatives of the Fund or by our proxy
solicitor, Georgeson 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.
As always, we thank you for your confidence and support.
Sincerely,
Prakash A. Melwani
Director and President
The
Asia Tigers Fund, Inc.
345 Park Avenue
New York, New York 10154
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS
February 5,
2008
To the Stockholders:
An Annual Meeting of Stockholders of The Asia Tigers Fund, Inc.
(the Fund) will be held on Friday, February 22,
2008, 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.
|
Elect two Class I Directors to the Board of Directors.
|
|
|
2.
|
Transact such other business as may be properly presented at the
Meeting or any adjournments or postponements thereof.
|
The close of business on January 25, 2008, has been fixed
as the record date for the determination of Stockholders
entitled to notice of and to vote at the meeting. The enclosed
proxy is being solicited on behalf of the Board of Directors of
the Fund.
By order of the Board of Directors,
Joshua B. Rovine
Secretary
TO AVOID THE UNNECESSARY EXPENSE OF FURTHER SOLICITATION, WE
URGE YOU to indicate voting instructions on the enclosed
proxy card, date and sign it and return it promptly in the
envelope provided, or to vote promptly by telephone or over the
Internet according to the instructions on the enclosed proxy
card, 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 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 Friday, February 22, 2008, at
11:00 a.m., New York time, and at any adjournments or
postponements thereof (the Meeting), 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 February 5,
2008.
At the Meeting, Stockholders will vote on a proposal to elect
two Class I Directors to the Board of Directors.
This Proxy Statement sets forth concisely the information
Stockholders of the Fund should know before voting on the
proposal. Please read it carefully and retain it for future
reference. The Funds Annual Report, containing
financial statements for the fiscal year ended October 31,
2007, as filed on
Form N-CSR,
is available free of charge by contacting Blackstone Asia
Advisors L.L.C., 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 SECs 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 nominees for Director.
The close of business on January 25, 2008, 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 4,445,421.7648 shares of the
Funds common stock outstanding.
In the event that a quorum is not present at the Meeting, 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 that they
are entitled to vote FOR or AGAINST any such proposal at their
discretion. 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.
Votes cast by proxy or in person at the Meeting will be
tabulated by the inspector of election appointed for the
Meeting. The inspector of election will determine whether or not
a quorum is present at the Meeting. The inspector 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.
2
For purposes of the election of Directors, abstentions and
broker non-votes will not be considered votes cast and will not
affect the plurality vote required for Directors. 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 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 Fund is a non-diversified, closed-end management investment
company registered under the 1940 Act. The principal business
address of the Fund is 345 Park Avenue, New York, New York 10154.
The date of this Proxy Statement is February 5, 2008.
3
PROPOSAL 1.
ELECTION OF DIRECTORS
Background
In accordance with the Funds Charter, the Funds
Board of Directors is divided into three classes: Class I,
Class II and Class III. At the Meeting, Stockholders
will be asked to elect two Class I Directors, each to hold
office until the 2011 Annual Meeting of Stockholders, or
thereafter until his successor is elected and qualified. The
term of office of the Class II Director expires at the
Annual Meeting of Stockholders in 2009, or thereafter until his
successor is duly elected and qualified. The terms of office of
the Class III Directors expire at the Annual Meeting of
Stockholders in 2010, or thereafter until their respective
successors are duly elected and qualified. These staggered terms
have the effect of limiting 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 and could
have the effect of depriving Stockholders of an opportunity to
sell their shares at a premium over prevailing market prices by
discouraging a third party from seeking to obtain control of the
Fund.
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. Messrs. Gelb and
Rubio are currently members of the Funds Board of
Directors. The nominees have consented to their being named in
this proxy statement and have indicated that they will serve if
elected. If a nominee should be unable to serve, the proxy will
be voted for any other person determined by the persons named as
proxies in their discretion.
4
The following table provides information concerning the nominees
for election as Class I Directors:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
Funds in
|
|
Other
|
|
|
|
|
|
|
|
|
Fund
|
|
Board
|
|
|
|
|
|
|
|
|
Complex
|
|
Memberships
|
|
|
|
|
Length
|
|
|
|
Overseen by
|
|
Held by
|
|
|
Position(s)
|
|
of
|
|
Principal
|
|
Nominee
|
|
Nominee
|
|
|
Held with
|
|
Time
|
|
Occupation(s)
|
|
(including the
|
|
During Past
|
Name, Address and Age
|
|
Fund
|
|
Served
|
|
During Past 5 Years
|
|
Fund)
|
|
Five Years
|
|
Nominees to serve as Class I Directors until the 2011
Annual Meeting of Stockholders
|
|
|
|
|
|
|
|
|
|
Independent Directors/Nominees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Leslie H. Gelb
c/o Blackstone
Asia
Advisors L.L.C.
345 Park Avenue
New York, New York
10154
Birth Year: 1937
|
|
Director and Member of the Audit and Nominating Committees
|
|
Since 1994
|
|
President Emeritus, The Council on Foreign Relations
(2003Present); President, The Council on Foreign Relations
(19932003); Columnist
(19911993), Deputy Editorial Page Editor (19851990)
and Editor, Op-Ed Page (19881990), The New York
Times
|
|
2
|
|
Britannica.com; Director of 22 registered investment companies
advised by Legg Mason Partners Fund Advisor, LLC
(LMPFA) and its affiliates
|
|
|
|
|
|
|
|
|
|
|
|
Luis F. Rubio
c/o Blackstone
Asia
Advisors L.L.C.
345 Park Avenue
New York, New York
10154
Birth Year: 1955
|
|
Director and Member of the Audit and Nominating Committees
|
|
Since 1999
|
|
President, Centro de Investigacion para el Desarrollo, A.C.
(Center of Research for Development)
(2000Present); frequent contributor of op-ed pieces to
The Los Angeles Times and The Wall Street Journal
|
|
2
|
|
Member of Board of Trustees or Board of Managers of four
registered investment companies advised by Advantage Advisers
L.L.C. or its affiliates (Advantage)
|
5
The following table provides information concerning the
Class II and Class III Directors currently serving
until the year 2009 and 2010 Annual Meetings of Stockholders,
respectively:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
Other
|
|
|
|
|
|
|
|
|
Funds in
|
|
Board
|
|
|
|
|
|
|
|
|
Fund
|
|
Memberships
|
|
|
|
|
|
|
|
|
Complex
|
|
Held by
|
|
|
|
|
Length
|
|
|
|
Overseen by
|
|
Director
|
|
|
Position(s)
|
|
of
|
|
Principal
|
|
Director
|
|
During
|
|
|
Held with
|
|
Time
|
|
Occupation(s)
|
|
(including
|
|
Past
|
Name, Address and Age
|
|
Fund
|
|
Served
|
|
During Past 5 Years
|
|
the Fund)
|
|
Five Years
|
|
Class II Directors serving until the 2009 Annual Meeting
of Stockholders
|
|
|
|
|
|
|
|
|
|
|
|
Independent Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeswald W. Salacuse
c/o Blackstone
Asia
Advisors L.L.C.
345 Park Avenue
New York, New York
10154
Birth Year: 1938
|
|
Director and
Member of the
Audit and
Nominating
Committees
|
|
Since 1993
|
|
Henry J. Braker Professor of Commercial Law, The Fletcher School
of Law & Diplomacy, Tufts University
(1986Present); Consultant
|
|
2
|
|
Director of 22 registered investment companies advised by LMPFA
and its affiliates
|
|
Class III Directors serving until the 2010 Annual
Meeting of Stockholders
|
|
|
|
|
|
|
|
|
|
|
|
Interested Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prakash A.
Melwani1
The Blackstone Group L.P. 345 Park Avenue New York, N.Y.
10154 Birth Year: 1958
|
|
Director and
President
|
|
Since 2005
|
|
Senior Managing Director, Private Equity Group, The Blackstone
Group L.P.
(May 2003Present); Founder and Chief Investment Officer,
Vestar Capital Partners
(1988-2003)
|
|
2
|
|
Aspen Insurance Holdings Limited and Kosmos Energy Holdings
|
|
|
|
|
|
|
|
|
|
|
|
Independent Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lawrence K. Becker
c/o Blackstone
Asia
Advisors L.L.C.
345 Park Avenue
New York, New York
10154
Birth Year: 1955
|
|
Director and
Member of the
Audit and
Nominating
Committees
|
|
Since 2003
|
|
Private Investor, Real Estate Investment Management (July
2003Present); Vice President, Controller/Treasurer,
National Financial Partners (20002003); Managing Director,
Controller/Treasurer, Oppenheimer CapitalPIMCO
(19812000)
|
|
2
|
|
Member of Board of Trustees or Board of Managers of four
registered investment companies advised by Advantage
|
|
|
1 |
Mr. Melwani is an interested person, as defined
in the 1940 Act, because he serves as a Senior Managing Director
of The Blackstone Group L.P., the parent company of the
Funds investment manager and administrator.
|
6
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 or an affiliate of
the investment manager during the Funds prior fiscal year.
The following table provides information concerning the
approximate compensation paid during the fiscal year ended
October 31, 2007 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,
2007. 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 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
|
|
$
|
9,250
|
|
|
$
|
38,500
|
|
|
$
|
47,750
|
|
Leslie H. Gelb
|
|
|
9,250
|
|
|
|
32,500
|
|
|
|
41,750
|
|
Prakash A. Melwani
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Luis F. Rubio
|
|
|
9,250
|
|
|
|
33,500
|
|
|
|
42,750
|
|
Jeswald W. Salacuse
|
|
|
11,750
|
|
|
|
47,500
|
|
|
|
59,250
|
|
Beneficial
Share Ownership
At January 25, 2008, to the knowledge of the Fund, no
person owned of record or owned beneficially more than 5% of the
outstanding shares of the Fund, except that Cede &
Co., a nominee for participants in The Depository
Trust Company, held of record 4,391,766 shares, equal
to approximately 98.79% of the outstanding shares of the Fund.
7
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 25, 2008:
|
|
|
|
|
|
|
|
|
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
|
All Directors and Executive Officers (as a group)
|
|
$1-$10,000
|
|
$10,001-$50,000
|
As of January 25, 2008, 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 Funds common stock. At January 25,
2008, 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 Asia Advisors
L.L.C. (Blackstone Advisors), the Funds
investment manager and administrator, or any person or entity
(other than the Fund) directly or indirectly controlling,
controlled by, or under common control with The Blackstone Group
L.P.
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 Funds business by, among other
things, meeting with the Funds management and evaluating
the performance of the Funds service providers including
Blackstone Advisors and the Funds custodian and the
transfer agent. As part of this process, the Directors consult
with the Funds 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 Funds 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 Funds 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 Funds 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
Funds Stockholders.
8
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
|
|
|
|
|
Position(s) Held
|
|
of Time
|
|
Principal Occupation
|
Name, Address and Age
|
|
with Fund
|
|
Served
|
|
During Past 5 Years
|
|
Prakash A. Melwani
The Blackstone Group L.P.
345 Park Avenue
New York, N.Y. 10154
Birth Year: 1958
|
|
President and
Director
|
|
Since 2005
|
|
Senior Managing Director, Private Equity Group, The Blackstone
Group L.P. (May 2003Present); Founder and Chief
Investment Officer, Vestar Capital Partners (19882003)
|
|
|
|
|
|
|
|
Robert L. Friedman
The Blackstone Group L.P.
345 Park Avenue
New York, N.Y. 10154
Birth Year: 1943
|
|
Chief Legal Officer and
Vice President
|
|
Since 2005
|
|
Chief Legal Officer, The Blackstone Group L.P.
(2003Present); Senior Managing Director, The Blackstone
Group L.P. (1999Present)
|
|
|
|
|
|
|
|
Joshua B. Rovine
The Blackstone Group L.P.
345 Park Avenue
New York, N.Y. 10154
Birth Year: 1965
|
|
Secretary
|
|
Since 2005
|
|
Managing Director, Finance and Administration Group, The
Blackstone Group L.P. (2003Present); Partner, Sidley
Austin Brown & Wood LLP (19942003)
|
|
|
|
|
|
|
|
Joseph M. Malangoni
Blackstone Asia Advisors L.L.C.
53 State Street
Boston, Mass. 02109
Birth Year: 1976
|
|
Treasurer and
Vice President
|
|
Since 2005
|
|
Chief Financial Officer, Blackstone Asia Advisors L.L.C.
(2007Present); Controller and Chief Compliance Officer,
Steadfast Financial LLC (20022007)
|
|
|
|
|
|
|
|
Barbara F. Pires
Blackstone Asia Advisors L.L.C.
345 Park Avenue
New York, N.Y. 10154
Birth Year: 1952
|
|
Chief Compliance Officer and
Vice President
|
|
Since 2005
|
|
Chief Compliance Officer and Principal, Blackstone Asia Advisors
L.L.C. (2006Present); Consultant, BFP Consulting, L.L.C.
(20052006); Chief Compliance Officer, The Asia Tigers
Fund, Inc. and The India Fund, Inc. (2005Present); Senior
Vice President, Oppenheimer Asset Management, Inc.
(19962005)
|
|
|
|
|
|
|
|
Punita Kumar-Sinha
Blackstone Asia Advisors L.L.C.
345 Park Avenue
New York, N.Y. 10154
Birth Year: 1962
|
|
Portfolio Manager
Chief Investment Officer
|
|
Since 1999
Since 2005
|
|
Senior Managing Director, The Blackstone Group L.P.
(2006Present); Managing Director and Senior Portfolio
Manager, Advantage Advisers, Inc., an affiliate of Oppenheimer
& Co., Inc. (19972005); Portfolio Manager, The Asia
Tigers Fund, Inc. (1999Present) and The India Fund,
Inc.
(1997Present); Senior Portfolio Manager and Chief
Investment Officer, The Asia Opportunities Fund L.L.C.
(2007-Present)
|
9
Audit
Committee
The Funds Audit 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 Audit Committee. The
Audit Committee convened three times during the fiscal year
ended October 31, 2007. The principal functions of the
Audit Committee are to appoint and retain the Funds
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 is an 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 Funds amended and restated Audit Committee Charter was
filed as Exhibit B to the Proxy Statement filed by the Fund
on January 9, 2006.
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
Committees 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 Committees considerations and
discussions referred to above do not provide assurance that the
audit of the Funds 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 Funds Audit Committee Pre-Approval Policy,
the Audit Committee pre-approved all audit and non-audit
services provided by PwC to the Fund in 2007. 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, 2007. 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, which was filed as
Exhibit A to the Proxy Statement filed by the Fund on
January 17, 2007.
10
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 Funds
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 Funds shares for at least one year as of the date
the recommendation was made.
Board
Meetings
During the fiscal year ended October 31, 2007, the Board of
Directors held four regular meetings and one special meeting.
Each Director attended at least 75% of the meetings of the Board
or the committee(s) 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 Funds Directors and officers, persons who own
more than ten percent of the Funds common stock,
Blackstone Advisors and its directors and officers, to file
reports of ownership and changes in ownership of the Funds
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 Funds Directors and officers,
and Blackstone Advisors and their directors and officers, have
complied with applicable filing requirements during the fiscal
year ended October 31, 2007.
11
Report of
the Audit Committee
The Audit Committee reports that it has: (i) reviewed and
discussed the Funds audited financial statements for the
fiscal year ended October 31, 2007 with management; and
(ii) discussed with PricewaterhouseCoopers LLP
(PwC), the Funds independent registered public
accounting firm, the matters required to be discussed by
Statement on Auditing Standards No. 61 (SAS
61). SAS 61 requires the independent registered public
accounting firm to communicate to the Audit Committee matters
including, if applicable: (i) methods used to account for
significant unusual transactions; (ii) the effect of
significant accounting policies in controversial or emerging
areas for which there is a lack of authoritative guidance or
consensus; (iii) the process used by management in
formulating particularly sensitive accounting estimates and the
basis for the auditors conclusions regarding the
reasonableness of those estimates; and (iv) disagreements
with management over the application of accounting principles
and certain other matters.
The Audit Committee also reports that it previously received
written confirmation from PwC that it is independent and written
disclosures regarding such independence as required by
Independence Standards Board Standard No. 1 and discussed
with PwC the independent registered public accounting
firms independence. In addition, the Audit Committee has
reviewed the aggregate fees billed by PwC for professional
services rendered to the Fund and for non-audit services
provided to Blackstone Asia Advisors, L.L.C. (Blackstone
Advisors), the Funds investment manager, and any
entity controlling, controlled by or under common control with
Blackstone Advisors that provided services to the Fund. As part
of this review, the Committee considered, in addition to other
practices and requirements relating to selection of the
Funds independent registered public accounting firm,
whether the provision of such non-audit services was compatible
with maintaining the independence of PwC.
Based on the foregoing review and discussions, the Audit
Committee presents this report to the Board of Directors and
recommends that: (i) the Funds audited financial
statements for the fiscal year ended October 31, 2007 be
included in the Funds annual report to stockholders for
such fiscal year; (ii) such annual report be filed with the
Securities and Exchange Commission and the New York Stock
Exchange; and (iii) PwC be reappointed as the Funds
independent registered public accounting firm for the fiscal
year ending October 31, 2008.
Submitted
by the Audit Committee of the Funds Board of
Directors
Lawrence K. Becker
Leslie H. Gelb
Luis F. Rubio
Jeswald W. Salacuse
December 19, 2007
12
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 Independent Directors, recommend that
Stockholders vote
FOR each nominee for Director.
13
ADDITIONAL
INFORMATION
Service Providers
Blackstone Advisors currently serves as the Funds
investment manager and as the Funds administrator. The
address of Blackstone Advisors is 345 Park Avenue, New York, New
York 10154. Blackstone Advisors is a wholly-owned subsidiary of
The Blackstone Group L.P.
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 Funds Audit Committee has adopted written policies
relating to the pre-approval of the audit and non-audit services
performed by the Funds 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
Funds 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 Funds 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, 2006 and October 31, 2007 were
$75,790 and $79,000, respectively, including out-of-pocket
expenses.
Audit-Related Fees. The aggregate fees paid to PwC in
connection with assurance and related services related to the
annual audit of the Fund and for review of the Funds
financial statements, other than the Audit Fees described above,
for the fiscal years ended October 31, 2006 and
October 31, 2007 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, 2006 and October 31,
2007 were $55,400 and $33,400, 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, 2006 and October 31, 2007 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 or
Blackstone Advisors that provides ongoing services to the Fund
for the fiscal years ended October 31, 2006 and
October 31, 2007 were $0 and $0, respectively. The Audit
Committee has determined that the provision of non-audit
services is compatible with maintaining the independence of PwC.
14
In addition, the aggregate non-audit fees billed by PwC for
services rendered to Advantage Advisers, Inc., the
registrants investment adviser prior to December 4,
2005 and any entity controlling, controlled by or under common
control with Advantage Advisers, Inc. that provided ongoing
services to the Fund was $0 for the period November 1, 2005
to December 4, 2005.
None of the services described above, provided in the fiscal
year ended October 31, 2007, 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 Funds 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 Funds next Annual Meeting of
Stockholders, to be held in 2009, 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 Funds
proxy statement and proxy relating to that meeting no later than
October 8, 2008. Any Stockholder who desires to bring a
proposal for consideration at the Funds year 2009 Annual
Meeting of Stockholders without including such proposal in the
Funds proxy statement must deliver written notice thereof
to the Secretary or Assistant Secretary of the Fund (addressed
to The Asia Tigers Fund, Inc., 345 Park Avenue, New York, New
York 10154) during the period from October 24, 2008 to
November 24, 2008. However, if the Funds 2009 Annual
Meeting of Stockholders is held earlier than January 23,
2009 or later than April 23, 2009, such written notice must
be delivered to the Secretary or Assistant Secretary of the Fund
no earlier than 120 days before the date of the 2009 Annual
Meeting of Stockholders and no later than the later of
90 days before the date of the 2009 Annual Meeting of
Stockholders or 10 days following the public announcement
of the date of the 2009 Annual Meeting of Stockholders.
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
Funds 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,
15
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 employees or
agents capacity as a Stockholder of the Fund, or
(iii) any Stockholder proposal submitted pursuant to
Rule 14a-8
under the Securities Exchange Act of 1934, as amended, or any
communication made in connection with such a proposal.
The Fund does not have a formal policy regarding attendance by
Directors at Annual Meetings of Stockholders. Prakash A. Melwani
attended the Funds February 23, 2007 Annual Meeting
of Stockholders.
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. It
is estimated that the Funds costs related to the
solicitation will total approximately $35,500. Proxies may
also be solicited personally by Directors and officers of the
Fund and by regular employees of Blackstone Advisors, 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 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 Stockholders 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 Stockholders 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 on the enclosed proxy
card for voting by telephone or over the Internet.
February 5, 2008
16
TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE |
THE ASIA TIGERS FUND, INC. ANNUAL MEETING OF STOCKHOLDERSFEBRUARY 22, 2008 THIS PROXY
IS SOLICITED ON BEHALF OF THE DIRECTORS |
The undersigned hereby appoints Robert L. Friedman, Joshua B. Rovine and Dana Buono, and each
P
of them, attorneys and proxies for the undersigned, with full power of substitution and
revocation, to represent the undersigned at the Annual Meeting of Stockholders of the Fund to be
held at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York
10017, in Conference Room J on the 30th Floor on Friday, February 22, 2008, 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
R
O
dated February 5, 2008 and upon all other matters properly coming before said Meeting.
Please indicate your vote by an X in the appropriate box on the reverse side. This Proxy, if
properly executed, will be voted in the manner directed by the Stockholder. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR EACH NOMINEE FOR DIRECTOR IN PROPOSAL 1 AND IN THE
Y
DISCRETION OF THE PERSONS NAMED AS PROXIES ON ALL OTHER BUSINESS THAT MAY PROPERLY COME BEFORE
THE MEETING. Please refer to the Proxy Statement for a discussion of the Proposals.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
SEE REVERSE SIDE |
Continued and to be signed and dated, see the reverse side.
SEE REVERSE SIDE
THERE ARE THREE WAYS TO VOTE YOUR PROXY
TELEPHONE VOTING |
This method of voting is available for residents of the
U.S. and Canada. On a touch tone telephone, call TOLL FREE 1-800-786-8302, 24 hours a day, 7 days a
week. Have this proxy card ready, then follow the prerecorded instructions. Your vote will be
confirmed and cast as you have directed. Available 24 hours a day, 7 days a week until 5:00 p.m.
New York Time on February 21, 2008. |
Visit the Internet voting Web site at http://proxy.georgeson.com. Have this proxy card ready and
follow the instructions on your screen. You will incur only your usual Internet charges. Available
24 hours a day, 7 days a week until 5:00 p.m. New York Time on February 21, 2008. |
Simply sign and date your proxy card and return it in the postage-paid envelope to Georgeson Inc.,
Wall Street Station, P.O. Box 1100, New York, NY 10269-0646. If you are voting by telephone or the
Internet, please do not mail your proxy card. |
TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE |
X
Please mark votes as in this example. |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EACH NOMINEE
FOR DIRECTOR IN PROPOSALS 1.
|
1. To elect two Class I Directors to the Board of Directors to serve until
the 2011 Annual Meeting of Stockholders (01) Leslie H. Gelb (02) Louis F. Rubio
(Instruction: to withhold authority to vote for any individual nominee, write
that nominees name in the space provided above.) 2. The persons named as
proxies are authorized to vote in their discretion on any other business as may
properly come before the Meeting. FOR ALL NOMINEES WITHHOLD AUTHORITY TO
VOTE FOR ALL NOMINEES
|
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. |
(Signature)
(Signature)
(Title) |
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. |