Edgar Filing: INDIA FUND INC /NY NEW

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934

[X] Filed by the Registrant
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[ ] Preliminary Proxy Statement
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[X] Definitive Proxy Statement
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THE INDIA FUND, INC.

(Name of Registrant as Specified In Its Charter)

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THE INDIA FUND, INC.

March 18, 2003

DEAR STOCKHOLDERS:

We are pleased to enclose the notice and proxy statement for the Annual
Meeting of Stockholders of The India Fund, Inc. (the "Fund") to be held on
Wednesday, April 23, 2003 at the offices of Simpson Thacher & Bartlett, 425
Lexington Avenue, Conference Room J, 30th Floor, New York, New York at 2:00
p.m., New York time.

As you may know, on January 2, 2003, Fahnestock Viner Holdings Inc.,
its subsidiary Fahnestock & Co. Inc. ("Fahnestock & Co."), CIBC World Markets
Corp. ("CIBC World Markets") and Canadian Imperial Bank of Commerce, entered
into an agreement for Fahnestock & Co. to acquire all of the asset management
business of CIBC World Markets, including ownership and control of Advantage
Advisers, Inc. ("Advantage"), the investment manager of the Fund. Because the
acquisition will result in the termination of the Fund's existing management
agreement with Advantage and the Fund's existing country advisory agreement with
Imperial Investment Advisors Private Limited ("Imperial"), stockholders of the
Fund are being asked at the Annual Meeting of Stockholders to consider a new
management agreement with Advantage and a new country advisory agreement with
Imperial to be in effect following the acquisition. The new agreements will be
substantially identical to the existing agreements for the Fund.

It is important to keep in mind that Fahnestock & Co. is acquiring
Advantage and Imperial, not the Fund. Your Fund shares and the management fees
charged to the Fund will not change as a result of the acquisition. Moreover,
Fahnestock & Co. has advised the Fund's Board of Directors that it currently
anticipates the existing senior management team of Advantage and Imperial will
continue following the acquisition to provide the same high-quality services to
which you've grown accustomed.

In addition, stockholders of the Fund are being asked to vote on the
election of Directors.

Lastly, the stockholders of the Fund are being asked to consider and
approve a fundamental policy whereby the Fund would adopt an interval fund
structure with semi-annual repurchases.

After careful consideration, the Board of Directors, including its
independent directors, approved these proposals and recommends that stockholders
of the Fund vote "FOR" these proposals.

Whether or not you intend to attend the Meeting, you may vote by proxy
by signing and returning your proxy card in the enclosed postage-paid envelope.

We urge you to review the enclosed materials for all the details for
the proposals described above. It is very important that you complete and return
the enclosed proxy card.

We thought that it would be helpful to provide the following questions
and answers regarding the approval of the new management agreement and the new
country advisory agreement and the election of a Director. They are designed to
help you answer questions you may have and help you cast your votes, and are
being provided as a supplement to, not a substitute for, the proxy statement,
which we urge you to review carefully.

Please feel free to contact 1-877-456-6399 to answer any questions you
may have regarding the voting of your shares. If we have not received your proxy
card prior to the date of the Meeting, you may receive a telephone call from a
representative of your Fund encouraging you to exercise your right to vote. As
always, we thank you for your confidence and support.

Sincerely,

/S/ HOWARD M. SINGER
Howard M. Singer
Chairman

QUESTIONS AND ANSWERS

Q: WHAT IS BEING ACQUIRED IN THE ACQUISITION?

A: Fahnestock & Co. has agreed to acquire the asset management business of
CIBC World Markets, which includes ownership and control of Advantage,
the investment manager of the Fund, as well as ownership and control of
Imperial, the country advisor of the Fund. The Fund itself is not being
acquired.

Q: WHY AM I BEING ASKED TO VOTE ON THIS PROPOSAL?

A: Pursuant to the Investment Company Act of 1940, as amended,
consummation of the acquisition will cause the automatic termination of
the existing management agreement with Advantage and of the existing
country advisory agreement with Imperial. Therefore, in order to ensure
the continuity of management, stockholders are being asked to approve a
new management agreement with Advantage and a new country advisory
agreement with Imperial, both of which are substantially identical to
the existing agreements.

Q: HOW WILL THE ACQUISITION AFFECT ME AS A FUND STOCKHOLDER?

A: Your Fund shares and the fees charged to the Fund will not change as a
result of the acquisition. Moreover, Fahnestock & Co. has advised the
Fund's Board of Directors that it currently anticipates the existing
senior management team of Advantage and Imperial will continue
following the acquisition to provide the same high-quality services to
which you've grown accustomed. Consequently, management of the Fund
believes that the acquisition will not adversely affect the operations
of the Fund.

Q: WHAT ELSE AM I BEING ASKED TO APPROVE?

A: Stockholders are also being asked to elect four Directors to the Board
of Directors as part of the regular business of the Meeting. In
addition, stockholders are being asked to consider and approve a
fundamental policy whereby the Fund would adopt an interval fund
structure with semi-annual repurchases.

Q: HOW DOES AN INTERVAL FUND STRUCTURE DIFFER FROM THE FUND'S CURRENT
STRUCTURE?

A: The Fund currently operates as a closed-end investment company. An
interval structure would combine aspects of a closed-end structure with
certain elements of an open-ended structure. In particular,
stockholders would gain the ability to have their shares redeemed by
the Fund at pre-determined times, at a price approximating the Fund's
net asset value.

Q: HOW WILL AN INTERVAL FUND STRUCTURE AFFECT THE FUND'S VALUE?

A: Shares in closed-end funds historically trade at a discount to their
net asset value. The periodic ability of stockholders to redeem their
shares at a price approximating net asset value, combined with
continued trading of shares on national exchanges, could result in a
reduction in the trading discount of the shares.

Q: HOW OFTEN WILL REPURCHASES UNDER THE PROPOSED INTERVAL FUND STRUCTURE
BE AVAILABLE?

A: The interval fund structure approved by the Board provides for
semi-annual repurchase offers. Assuming stockholders approve the
interval fund structure, the first such offer is expected to occur in
September 2003, with further offers occurring approximately every six
months.

Q: HOW DOES THE BOARD RECOMMEND THAT I VOTE?

A: After careful consideration, the Board of Directors of the Fund,
including its independent Directors, recommends that stockholders vote
"FOR" the election of each nominee for Director, "FOR" the approval of
the new management agreement, "FOR" the approval of the new country
advisory agreement and "FOR" the fundamental policy adopting an
interval fund structure.

Q: WHERE SHOULD I CALL IF I HAVE QUESTIONS?

A: Call 1-877-456-6399 with any questions you may have regarding the
voting of your shares.

PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE
POSTAGE-PAID ENVELOPE. YOUR VOTE IS IMPORTANT NO
MATTER HOW MANY SHARES YOU OWN.

THE INDIA FUND, INC.

622 Third Avenue, 8th Floor
New York, New York 10017

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

March 18, 2003
To the Stockholders:

The Annual Meeting of Stockholders of The India Fund, Inc. (the "Fund")
will be held at the offices of Simpson Thacher & Bartlett, 425 Lexington Avenue,
New York, New York in Conference Room 30J on the 30th Floor, on Wednesday, April
23, 2003, at 2:00 p.m., for the purposes of considering and voting upon:

1. The election of Directors (Proposal 1).

2. Approval of a new management agreement between Advantage Advisers, Inc. and
the Fund (Proposal 2).

3. Approval of a new country advisory agreement between Advantage Advisers, Inc.
and Imperial Investment Advisors Private Limited (Proposal 3).

4. Approval of a fundamental policy whereby the Fund would adopt an interval
fund structure (Proposal 4).

5. Any other business that may properly come before the Meeting.

The close of business on February 10, 2003 has been fixed as the record
date for the determination of stockholders entitled to notice of and to vote at
the Meeting.

By Order of the Board of Directors,

/S/ BRYAN MCKIGNEY
Bryan McKigney
President, Director and Secretary
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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.
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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
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CORPORATE ACCOUNTS VALID SIGNATURE
(1) ABC Corp. ................................. ABC Corp. (by John Doe, Treasurer)
(2) ABC Corp. ................................. John Doe, Treasurer
(3) ABC Corp. c/o John Doe, Treasurer.......... John Doe
(4) ABC Corp. Profit Sharing Plan ............. John Doe, Trustee

TRUST ACCOUNTS
(1) ABC Trust.................................. Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee u/t/d 12/28/78........ Jane B. Doe

CUSTODIAL OR ESTATE ACCOUNTS
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA............ John B. Smith
(2) John B. Smith.............................. John B. Smith, Jr., Executor

THE INDIA FUND, INC.

622 Third Avenue, 8th Floor
New York, New York 10017

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PROXY STATEMENT
---------------------------------

This proxy statement is furnished in connection with a solicitation by
the Board of Directors of The India Fund, Inc. (the "Fund") of proxies to be
used at the Annual Meeting of Stockholders of the Fund (the "Meeting") to be
held at the offices of Simpson Thacher & Bartlett, 425 Lexington Avenue, New
York, New York in Conference Room 30J on the 30th Floor, on Wednesday, April 23,
2003, at 2:00 p.m. (and at any adjournment or adjournments thereof) for the
purposes set forth in the accompanying Notice of Annual Meeting of Stockholders.
This proxy statement and the accompanying form of proxy are first being mailed
to stockholders on or about March 18, 2003. ANY STOCKHOLDER MAY REQUEST AN
ADDITIONAL COPY OF THE FUND'S ANNUAL REPORT CONTAINING FINANCIAL STATEMENTS FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2002, FREE OF CHARGE, BY CONTACTING ADVANTAGE
ADVISERS, INC. AT THE ADDRESS LISTED BELOW OR BY CALLING 1-800-421-4777.
Stockholders who execute proxies retain the right to revoke them in person at
the Meeting or by written notice received by the Secretary of the Fund at any
time before they are voted. Unrevoked proxies will be voted in accordance with
the specifications thereon and, unless specified to the contrary, will be voted
FOR the Election of Directors (Proposal 1) and FOR Proposals 2, 3 and 4. The
close of business on February 10, 2003 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
30,698,333 shares of the Fund's common stock outstanding.

At the Meeting, stockholders will be asked to vote on the
election of three Class I and one Class III Directors of the Fund. In addition,
stockholders will be asked to approve a new management agreement and a new
country advisory agreement, each to take effect upon the consummation of the
acquisition by Fahnestock & Co. Inc. ("Fahnestock & Co.") of the asset
management business of CIBC World Markets Corp. ("CIBC World Markets"),
including ownership and control of Advantage Advisers, Inc. ("Advantage"), the
investment manager to the Fund, and of Imperial Investment Advisors Private
Limited ("Imperial"), the country adviser to the Fund (the "Acquisition"). For a
discussion of the Acquisition, see "The Acquisition" under Proposal 2 below.
Pursuant to the Investment Company Act of 1940, as amended (the "1940 Act"),
consummation of the Acquisition will cause the automatic termination of the
Fund's existing management agreement with Advantage and of the Fund's existing
country advisory agreement, as amended and assigned, with Imperial. Therefore,
in order to ensure continuity in the management of the Fund, stockholders are
being asked to approve a new substantially identical management agreement with
Advantage and a new substantially identical country advisory agreement with
Imperial.

Stockholders will also be asked to consider and approve a fundamental
policy whereby the Fund would adopt an interval fund structure with semi-annual
repurchases.

In the event that a quorum is not present at the Meeting, or in the
event that a quorum is present but sufficient votes to approve any of the
proposals are not received, the persons named as proxies may propose one or more
adjournments of the Meeting to a date not more than 120 days after the original
record date to permit further solicitation of proxies. Any such adjournment will
require the affirmative vote of a majority of those shares represented at the
Meeting in person or by proxy. The persons named as proxies will vote those
proxies which they are entitled to vote FOR or AGAINST any such proposal at
their discretion. A stockholder vote may be taken on one or more of the
proposals in this proxy statement prior to any such adjournment if sufficient
votes have been received for approval. Under the By-Laws of the Fund, a quorum
is constituted by the presence in person or by proxy of the holders of record of
a majority of the outstanding shares of common stock of the Fund entitled to
vote at the Meeting.

Stockholders who plan on attending the Meeting will be required to
provide valid identification in order to gain admission.

Advantage, whose principal business address is 622 Third Avenue, 8th
Floor, New York, New York 10017, is the Fund's investment manager. Advantage is
currently a subsidiary of CIBC World Markets.

Imperial, whose principal business address is Taj President - Mumbai,
Room No. 802, 90, Cuffe Parade, Mumbai - 400 005, India, is the Fund's country
adviser. Imperial is currently a 99%-owned subsidiary of Advantage India, Inc.,
which in turn is a wholly-owned subsidiary of CIBC World Markets.

The principal business address of the Fund is 622 Third Avenue, 8th
Floor, New York, New York 10017. The Fund is a closed-end management investment
company registered under the 1940 Act.

PROPOSAL 1. ELECTION OF DIRECTORS

In accordance with the Fund's Charter, the Fund's Board of Directors is
divided into three classes: Class I, Class II and Class III. At the Meeting,
stockholders will be asked to elect three Class I and one Class III Directors to
hold office until the 2006 and 2004 Annual Meetings of Stockholders,
respectively, or thereafter when their respective successors are elected and
qualified. The term of office of the Class II Directors expires at the Annual
Meeting of Stockholders in 2005, or thereafter when their successors are elected
and qualified. The effect of these staggered terms is to limit the ability of
other entities or persons to acquire control of the Fund by delaying the
replacement of a majority of the Board of Directors.

The persons named in the accompanying form of proxy intend to vote at
the Meeting (unless directed not to vote) FOR the election of the nominees
listed below. Each nominee has indicated that he will serve if elected, but if
any nominee should be unable to serve, the proxy will be voted for any other
person determined by the persons named in the proxy in accordance with their
judgment. As of February 2003, Sir Rene Maingard retired from his position as a
Director of the Fund.

The following table provides information concerning the nominees for
election as Class I and III Directors:

NUMBER OF FUNDS
IN FUND COMPLEX
OVERSEEN BY
NOMINEE
POSITION HELD WITH LENGTH OF PRINCIPAL OCCUPATION (INCLUDING THE OTHER DIRECTORSHIPS
NAME, ADDRESS AND AGE FUND TERM SERVED DURING PAST 5 YEARS FUND) HELD BY NOMINEE
---------------------- ------------------ ----------- -------------------- --------------- -------------------

NOMINEES TO SERVE AS CLASS I DIRECTORS UNTIL THE 2006 ANNUAL MEETING OF STOCKHOLDERS

NON-INTERESTED DIRECTOR NOMINEES

Charles F. Barber Director, Chairman Since 1993 Consultant; formerly, 6 None
66 Glenwood Drive of Audit Committee Chairman of the Board,
Greenwich, CT 06830 and Member of ASARCO Incorporated
Age: 85 Nominating Committee (producer of copper and
other metals).

Jeswald W. Salacuse Director, Member of Since 1993 Henry J. Braker 2 Director of 13
The Fletcher School Audit Committee and Professor of Commercial registered investment
of Law & Diplomacy Chairman of Law (1990-Present), and companies advised by
at Tufts University Nominating Committee formerly Dean Salomon Brothers
Medford, MA 02155 (1986-1994), The Asset Manage-ment Inc
Age: 65 Fletcher School of Law ("SBAM").
& Diplomacy, Tufts
University; formerly
Fulbright Distinguished
Chair in Comparative Law,
University of Trento,
Italy (2000).

INTERESTED DIRECTOR NOMINEE

Howard M. Singer* Chairman and Since 2000 Managing Director, CIBC 11 None
622 Third Avenue Director of the World Markets, CIBC
8th Floor Board of Directors Oppenheimer Advisers,
New York, NY 10017 L.L.C. and Advantage.
Age: 39

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* Mr. Singer is an "interested person," as defined in the 1940 Act, because he serves as Managing Director of Advantage
and a director and/or officer of affiliates of Advantage, the fund's investment adviser.

NOMINEE TO SERVE AS A CLASS III DIRECTOR UNTIL THE 2004 ANNUAL MEETING OF STOCKHOLDERS

NON-INTERESTED DIRECTOR NOMINEE

J. Marc Hardy Director and Member Since 2000 Managing Director, 1 None
De Chazal Du Mee of the Nominating Mainstream Ltd.
Building 10 Committee (independent financial
Frere Felix de Valois advisor) and Value
Street Investors Ltd. (private
Port Louis, Mauritius investment company).
Age: 48

The following table provides information concerning the Class II and
remaining Class III Directors:

NON-INTERESTED DIRECTORS

Leslie H. Gelb Director and Since 1994 President, The 2 Britannica.com;
The Council on Foreign Member of the Council on Foreign Director of 13
Relations Audit and Relations registered
58 East 68th Street Nominating (1993-Present); investment
New York, NY 10021 Committees Columnist companies
Age: 65 (1991-1993), Deputy advised by SBAM.
Editorial Page Editor
(1986-1990) and
Editor, Op-Ed Page
(1988-1990), THE NEW
YORK TIMES.

Luis F. Rubio Director and Since 1999 President, Centro de 7 None
Jaime Balmes No. 11, Member of the Investigacion para el
D-2 Audit and Desarrollo, A.C.
Los Morales Polanco Nominating (Center of Research
Mexico, D.F. 11510 Committees for Development)
Age: 47 (1981-Present);
frequent
contributor of
op-ed pieces to
THE LOS ANGELES
TIMES and THE
WALL STREET
JOURNAL.

Gabriel Seeyave Director Since 1994 Tax Advisor 1 Director, The
De Chazal Du Mee (1993-present); United Basalt
Building 10 formerly Partner, De Products Limited.
Frere Felix de Valois Chazal Du Mee & Co.
Street (chartered
Port Luis, Mauritius accountants).
Age: 71

CLASS III DIRECTOR SERVING UNTIL THE YEAR 2004 ANNUAL MEETING OF STOCKHOLDERS

INTERESTED DIRECTOR

Bryan McKigney* Director, Since 2000 Managing Director 1 None
622 Third Avenue President and (2000-Present) and
8th Floor Secretary Executive Director
New York, NY 10017 (1993-2000), CIBC World
Age: 44 Markets; Managing
Director, CIBC
Oppenheimer Advisers,
L.L.C. and Advantage;
President and Secretary
of The Asia Tigers
Fund, Inc.; formerly,
Vice President and
Division Executive,
Head of Derivative
Operations (1986-1993)
and Assistant Vice
President, Securities
and Commodity
Operations (1981-1985),
Chase Manhattan Bank.
-----------------------

* Mr. McKigney is an "interested person," as defined in the 1940 Act, because he serves as Managing Director of Advantage
and a director and/or officer of affiliates of Advantage, the Fund's investment adviser.

The following table provides information concerning the number and
dollar range of equity securities owned beneficially by each Director and
nominee for election as Director as of February 10, 2003:

AGGREGATE DOLLAR RANGE OF
EQUITY SECURITIES IN ALL
FUNDS OVERSEEN BY
NUMBER OF DOLLAR RANGE OF EQUITY DIRECTOR/NOMINEE AND ADVISED
NAME OF DIRECTOR/NOMINEE SHARES SECURITIES IN THE FUND BY ADVANTAGE
----------------------------------------- --------- ---------------------- ----------------------------

NON-INTERESTED DIRECTORS/NOMINEES

Charles F. Barber 1,000 $10,001 - $50,000 $10,001 - $50,000
Leslie H. Gelb None None None
J. Marc Hardy None None None
Luis F. Rubio 480 $1 - $10,000 $10,001 - $50,000
Jeswald W. Salacuse 402 $1 - $10,000 $1 - $10,000
Gabriel Seeyave None None None

INTERESTED DIRECTORS/NOMINEES

Howard M. Singer* 1,000 $10,001 - $50,000 $10,001 - $50,000
Bryan McKigney* 1,000 $10,001 - $50,000 $10,001 - $50,000

ALL DIRECTORS AND EXECUTIVE OFFICERS (AS
A GROUP) 3,882 n/a n/a

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* Messrs. Singer and McKigney are "interested persons" as defined in the 1940 Act, because each serves as a
director of Advantage and a director and/or officer of affiliates of Advantage.

At February 10, 2003, 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 February
10, 2003, 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, had any interest in, Advantage, the Fund's
investment manager, Imperial, the Fund's country adviser, or person or entity
(other than the Fund) directly or indirectly controlling, controlled by, or
under common control with Advantage or Imperial.

The following table sets forth the beneficial ownership of shares of
the Fund, at February 10, 2003, by each person known to the Fund to be deemed to
be the beneficial owner of more than 5% of the outstanding shares of the Fund:

NUMBER OF SHARES
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED PERCENT OWNERSHIP
--------------------------------------------------------------- ------------------ ------------------

President and Fellows of Harvard College (1) 4,345,128 14.2%
c/o Harvard Management Company, Inc.
600 Atlantic Avenue
Boston, MA 02210

Deutsche Bank AG (2)
Taunusanlage 12, D-60325 2,143,989 7.0%
Frankfurt am Main
Federal Republic of Germany

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(1) Based solely upon information presented in Schedule 13G/A, providing information as of December 31, 2002,
filed by the President and Fellows of Harvard College, which reports sole voting and dispositive power as
to all such shares.

(2) Based solely upon information presented in Schedule 13G, providing information as of December 31, 2002,
filed by Deutsche Bank AG, which reports sole voting and dispositive power as to all such shares.

In addition, at February 10, 2003, Cede & Co., a nominee for
participants in The Depository Trust Company, held of record 27,464,080 shares,
equal to 89.46% of the outstanding shares of the Fund.

RESPONSIBILITIES OF THE BOARD OF DIRECTORS

The Board of Directors is responsible for ensuring that the Fund is
managed in the best interest of its stockholders. The Directors oversee the
Fund's business by, among other things, meeting with the Fund's management and
evaluating the performance of the Fund's service providers including Advantage,
Imperial, the custodian, the transfer agent and the administrator. As part of
this process, the Directors consult with the Fund's independent auditors and
with their own separate independent counsel.

The Board of Directors has four regularly scheduled meetings each year
and additional meetings are scheduled as needed. In addition, the Board has an
Audit Committee and a Nominating Committee which meet periodically during the
year and whose responsibilities are described below.

The Directors regularly review the Fund's financial statements,
performance and market price as well as the quality of the services being
provided to the Fund. As part of this process, the Directors review the Fund's
fees and expenses to determine if they are reasonable and competitive in light
of the services being received, while also ensuring that the Fund continues to
have access to high quality services in the future. Based on these reviews, the
Directors periodically make suggestions to the Fund's management and monitor to
ensure that responsive action is taken. The Directors also monitor potential
conflicts of interest among the Fund, Advantage, Imperial and their affiliates
and other funds and clients managed by Advantage to ensure that the Fund is
managed in a manner which is in the best interest of the Fund's stockholders.

The executive officers of the Fund are chosen each year at the first
meeting of the Board of Directors of the Fund following the Annual Meeting of
Stockholders, to hold office until the meeting of the Board following the next
Annual Meeting of Stockholders and until their successors are chosen and
qualified. In addition to Messrs. McKigney and Singer, the current executive
officer of the Fund is:

POSITION(S) HELD LENGTH OF PRINCIPAL OCCUPATION
NAME, ADDRESS AND AGE WITH FUND TERM SERVED DURING PAST 5 YEARS
--------------------- --------- ----------- -------------------

Alan E. Kaye Treasurer 1999 Executive Director of CIBC World
CIBC World Markets Corp. Markets (1995-Present); formerly, Vice
622 Third Avenue President, Oppenheimer & Co., Inc.
8th Floor (1986-1994).
New York, NY 10017
Age: 51

The Fund's Audit Committee is composed entirely of Directors who are
not "interested persons" of the Fund or of Advantage, Imperial or their
affiliates within the meaning of the 1940 Act, and who are "independent" as
defined in the New York Stock Exchange listing standards. Currently, Messrs.
Barber, Gelb, Rubio and Salacuse are members of the Audit Committee. The Audit
Committee convened three times during the fiscal year ended December 31, 2002.
The principal functions of the Audit Committee are to recommend to the Board the
appointment of the Fund's independent accountants, to review with the
independent accountants the scope, performance and anticipated cost of their
audit and to receive and consider a report from the independent accountants
concerning their conduct of the audit, including the form of the opinion
proposed to be rendered and any comments or recommendations the independent
accountants might want to make in that connection. The Fund adopted an Audit
Committee Charter in February 2000, which was subsequently amended in May 2000.

The Audit Committee has received written disclosures and the letter
required by Independence Standards Board Standard No. 1 from
PricewaterhouseCoopers LLP ("PwC"), the Fund's independent accountants, and has
discussed with PwC its independence. The Audit Committee has also reviewed and
discussed the audited financial statements with Fund management and PwC, and
discussed certain matters with PwC required to be discussed by Statements on
Auditing Standards No. 61 and No. 90. Based on the foregoing, the Audit
Committee recommended to the Board of Directors that the Fund's audited
financial statements be included in the Fund's Annual Report for the fiscal year
ended December 31, 2002.

A representative of PwC will be available at the Meeting to answer
appropriate questions and will have an opportunity to make a statement if he or
she chooses to do so.

The Fund's Nominating Committee, whose principal function is to
recommend nominees for election as directors of the Fund, is composed of Messrs.
Barber, Gelb, Hardy, Rubio, Salacuse and Seeyave. This Committee met twice
during the fiscal year ended December 31, 2002. The Nominating Committee will
accept nominations for the office of Director made by the stockholders in a
written request addressed to the Secretary of the Fund which includes
biographical data and sets forth the qualifications of the proposed nominee. The
Fund has no compensation committee.

During the fiscal year ended December 31, 2002, 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 of the Board on which he
served.

ADDITIONAL MATTERS

Under the federal securities laws, the Fund is required to provide to
stockholders in connection with the Meeting information regarding compensation
paid to Directors by the Fund as well as by the various other U.S. registered
investment companies advised by Advantage, Imperial, the Fund's country adviser,
or affiliates thereof during the Fund's prior fiscal year. The following table
provides information concerning the approximate compensation paid during the
fiscal year ended December 31, 2002 to each Director of the Fund. No
remuneration was paid during the fiscal year ended December 31, 2002 by the Fund
to Messrs. McKigney and Singer who, as officers and employees of Advantage and
CIBC World Markets, are "interested persons" as defined under the 1940 Act. The
Fund does not provide any pension or retirement benefits to Directors.

TOTAL COMPENSATION
AGGREGATE FROM OTHER FUNDS TOTAL COMPENSATION
COMPENSATION ADVISED BY FROM FUND
NAME OF DIRECTOR FROM FUND ADVANTAGE AND FUND COMPLEX
------------------- ----------------- ------------------- ------------------
DIRECTORSHIPS (A) DIRECTORSHIPS (A)

Charles F. Barber $7,900 $8,000(1) $47,100(6)
Leslie H. Gelb $7,200 $7,300(1) $14,500(2)
J. Marc Hardy $3,483.33* $0(0) $3,483.33(1)
Luis F. Rubio $6,600 $6,700(1) $41,527.40(7)
Jeswald W. Salacuse $7,900 $8,000(1) $15,900(2)
Gabriel Seeyave $7,200 $0(0) $7,200(1)

-----------------------
(A) The numbers in parentheses indicate the applicable number of registered
investment company directorships held by that Director. * Mr. Hardy became
a Director of the Fund on October 29, 2002.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 and Section 30(h)
of the 1940 Act in combination require the Fund's Directors and officers,
persons who own more than ten percent of the Fund's common stock, Advantage,
Imperial and its directors and officers, to file reports of ownership and
changes in ownership of the Fund's securities with the Securities and Exchange
Commission and the New York Stock Exchange, Inc. The Fund believes that the
Fund's Directors and officers, Advantage, Imperial and their directors and
officers have complied with applicable filing requirements during the fiscal
year ended December 31, 2002, except that Mr. Gelb did not timely file a Form 4.

REQUIRED VOTE

Directors are elected by a plurality of the votes cast by the holders
of shares of Common Stock of the Fund present in person or represented by proxy
at a meeting with a quorum present. For purposes of the election of Directors,
abstentions and broker non-votes will not be considered votes cast, and do not
affect the plurality vote required for Directors.

Please note that unless otherwise instructed, the proxies will vote FOR
each of the nominees for Director.

THE DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, UNANIMOUSLY RECOMMEND
THAT THE STOCKHOLDERS VOTE "FOR" EACH OF THE NOMINEES FOR DIRECTOR.

PROPOSAL 2. APPROVAL OF A NEW MANAGEMENT AGREEMENT
BETWEEN ADVANTAGE AND THE FUND

INTRODUCTION

In anticipation of the Acquisition, which is discussed in detail below,
the Board of Directors of the Fund is proposing that its stockholders approve a
new management agreement between the Fund and Advantage (the "New Management
Agreement"). The New Management Agreement is substantially identical to the
existing management agreement.

THE ACQUISITION

On December 10, 2002, Fahnestock Viner Holdings Inc. ("FVH") and
Canadian Imperial Bank of Commerce ("CIBC") announced that Fahnestock & Co., the
principal operating subsidiary of FVH, or an affiliated company would acquire
the U.S. brokerage and asset management businesses of CIBC World Markets, a
wholly-owned subsidiary of CIBC.

CIBC World Markets serves as the administrator of the Fund. Advantage,
a wholly owned subsidiary of CIBC World Markets, serves as investment manager to
the Fund pursuant to a management agreement dated as of August 7, 1998 (the
"Existing Management Agreement"). Imperial, a wholly owned subsidiary of CIBC
World Markets, serves as country adviser to the Fund pursuant to a country
advisory agreement dated as of August 1, 2001 (the "Existing Country Advisory
Agreement"). CIBC World Markets also serves as investment adviser and/or
administrator to several other registered and unregistered funds and acts as
investment adviser and sponsor of various wrap fee programs and managed
accounts. CIBC World Markets and Fahnestock & Co. each are registered as
investment advisers under the Investment Advisers Act of 1940, as amended (the
"Advisers Act"), and as broker-dealers under the Securities Exchange Act of
1934, as amended, and are members of the National Association of Securities
Dealers, Inc.

FVH is a publicly traded company listed on the New York Stock Exchange.
Fahnestock & Co., the principal operating subsidiary of FVH, is a full-service,
self-clearing securities brokerage firm headquartered in New York, and an
investment adviser. Fahnestock & Co. is a member firm of the New York Stock
Exchange and all principal U.S. exchanges. Following the Acquisition, the
combined firm will have over seventeen hundred financial consultants and will
rank among the top ten independent full-service retail broker-dealers in the
United States, based on financial consultants and client assets.

Fahnestock & Co. is a wholly-owned subsidiary of Viner Finance Inc.,
which in turn is wholly-owned by E.A. Viner International Co., which in turn is
wholly-owned by FVH. In excess of 50% of the Class B (voting) shares of FVH are
owned by Phase II Financial Limited, an Ontario corporation controlled by Albert
G. Lowenthal; in excess of 44% of the Class B (voting) shares of FVH are owned
by Elka Estates Limited, an Ontario corporation which is controlled by Olga
Roberts. The address for Fahnestock & Co. is 125 Broad Street, New York, New
York 10004-2472.

In connection with the Acquisition, CIBC and/or CIBC World Markets, on
the one hand, and FVH and/or Fahnestock & Co., on the other, entered into a
series of related agreements pursuant to which there would be an ongoing
relationship between the parties following the closing. These agreements relate
primarily to the sale of the U.S. brokerage business, including CIBC World
Markets' providing research to Fahnestock & Co. and clearing transactions
executed by Fahnestock & Co. In addition, CIBC agreed for a period of time not
to compete against or solicit certain clients of FVH in connection with the
brokerage business being acquired. Additionally, CIBC agreed for a period of
time not to solicit certain employees or clients of Fahnestock & Co. in
connection with the asset management business being acquired.

Upon closing, the aggregate consideration in connection with the sale
of the brokerage and asset management businesses will be approximately
US$241,000,000 (Cdn$380,000,000) of which (i) approximately U.S. $13 million was
paid in cash at closing from cash on hand; (ii) approximately U.S. $2 million
will be paid in cash upon the completion of the Acquisition; (iii) approximately
U.S. $65 million was paid by the issuance of a promissory note by Viner Finance
Inc.; and (iv) approximately U.S. $161 million was paid by issuance of
debentures issued to CIBC by E.A. Viner International Co., a Delaware
corporation and a wholly owned subsidiary of FVH, which, subject to certain
conditions, are exchangeable for approximately 6.9 million Class A non-voting
shares of FVH (representing approximately 35% of the shares of FVH on a fully
diluted basis).

The acquisition of the U.S. brokerage business of CIBC World Markets
closed on January 3, 2003, and the purchase agreement with respect to the asset
management business was executed as of January 2, 2003. Upon completion of the
Acquisition, which is scheduled to occur on or about April 30, 2003, Fahnestock
& Co. will replace CIBC World Markets as the administrator of the Fund.
Fahnestock & Co. or one of its affiliated companies will also acquire all of the
equity interests of Advantage, the investment adviser to the Fund, as well as
CIBC World Markets' equity interest in Imperial, the country adviser to the
Fund.

EFFECT OF THE ACQUISITION ON THE FUND

Fahnestock & Co. has represented to the Fund's Board of Directors that,
following the Acquisition, it does not anticipate any material changes in the
Fund's investment policies or strategies or in the day-to-day management of the
Fund. The Fund's investment adviser will continue to be Advantage, the Fund's
country adviser will continue to be Imperial, and the Fund's portfolio manager
will continue to be Punita Kumar-Sinha.

As required by the 1940 Act, the Existing Management Agreement provides
for its automatic termination in the event of its "assignment", as defined in
the 1940 Act. Consummation of the Acquisition will constitute an assignment of
the Existing Management Agreement. As a result, the Board of Directors has
considered and approved the New Management Agreement, which is substantially
similar to the Existing Management Agreement. The terms of the New Management
Agreement and the Board's evaluation of the New Management Agreement are
discussed in more detail below.

EXISTING AND NEW MANAGEMENT AGREEMENTS

The Existing Management Agreement and the New Management Agreement are
identical except for the date of commencement and the date of termination of the
agreements, and the replacement of references to CIBC World Markets with
references to Fahnestock & Co. The Board of Directors of the Fund, including a
majority of the Directors who are not "interested persons" (as defined in the
1940 Act) of the Fund or Advantage, most recently approved the Existing
Management Agreement on October 29, 2002. The stockholders of the Fund most
recently approved the Existing Management Agreement on September 30, 1997, in
connection with the acquisition of Advantage by CIBC World Markets (formerly
CIBC Wood Gundy Securities Corp.). The following description of the New
Management Agreement for the Fund is qualified in its entirety by reference to
the form of New Management Agreement attached hereto as Exhibit "A".

Services to be Performed
------------------------

As in the Existing Management Agreement, pursuant to the New Management
Agreement, Advantage will continue to supervise the Fund's investment program,
including advising and consulting with the Fund's Board of Directors regarding
the Fund's overall business 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. Advantage will also continue to
provide access to research and statistical data to the Fund.

Expenses and Advisory Fees
--------------------------

As in the Existing Management Agreement, the New Management Agreement
provides that the Fund is responsible for all of its expenses and liabilities,
except that Advantage is responsible for expenses in connection with maintaining
a staff within its organization to furnish the above services to the Fund.

THE RATE USED TO DETERMINE FEES PAYABLE BY THE FUND PURSUANT TO THE NEW
MANAGEMENT AGREEMENT IS IDENTICAL TO THE RATE IN THE EXISTING MANAGEMENT
AGREEMENT. Consequently, under the Existing Management Agreement or the New
Management Agreement, the Fund will pay Advantage a monthly fee at an annual
rate of 1.10% of average weekly net assets.

Limitation of Liability
-----------------------

As in the Existing Management Agreement, the New Management Agreement
provides that, in the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard for its obligations thereunder ("disabling
conduct"), Advantage 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 New Management Agreement provides that the
Fund, under certain circumstances, will indemnify Advantage against any losses
or expenses incurred, including amounts paid in satisfaction of judgments and
reasonable legal costs, not resulting from disabling conduct.

Duration and Termination
------------------------

Like the Existing Management Agreement, the New Management Agreement
will have an initial term of two years, and thereafter will continue in effect
for successive annual periods provided such continuance is specifically approved
at least annually by (i) a majority of the members of the Fund's Board of
Directors who are not parties to the New Management Agreement, and who are not
"interested persons" (as defined in the 1940 Act) of any such party, and (ii) a
majority of 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. The
New Management Agreement may be terminated, without penalty, on 60 days' notice,
by the Fund's Board of Directors, by a vote of the holders of a "majority of the
outstanding voting securities" of the Fund, or by Advantage, and the New
Management Agreement will terminate automatically in the event of its
"assignment" (as defined in the 1940 Act).

EVALUATION BY THE BOARD OF DIRECTORS

At a meeting held in person on January 17, 2003, the Fund's Board of
Directors, including the Board members who are not "interested persons" (as
defined in the 1940 Act) of the Fund, Advantage, Fahnestock & Co. or their
affiliates, approved the New Management Agreement and recommended that
stockholders of the Fund approve the New Management Agreement. The New
Management Agreement will become effective on the later of the date the
Acquisition is consummated and the date the stockholders of the Fund approve the
New Management Agreement.

In approving the New Management Agreement and determining to submit it
to stockholders for their approval, the Board of Directors of the Fund has
determined that continuity and efficiency of advisory services after the
Acquisition can best be assured by approving the New Management Agreement on
behalf of the Fund. The Board of Directors of the Fund believes that the New
Management Agreement will enable the Fund to obtain high-quality services at
costs which it deems appropriate and reasonable and that approval of the New
Management Agreement is in the best interests of the Fund and its stockholders.
In connection with its review of the New Management Agreement, the Board of
Directors requested and reviewed, with the assistance of its own legal counsel,
materials furnished by Advantage and Fahnestock & Co. These materials included
written information regarding FVH and Fahnestock & Co. and their personnel,
operations and financial condition.

In approving the New Management Agreement, the Board of Directors of
the Fund focused primarily on the nature, quality and scope of the operations
and services to date provided by Advantage to the Fund, and the fact that the
Existing Management Agreement and the New Management Agreement, including the
terms relating to the services to be performed thereunder by Advantage and the
expenses and fees payable by the Fund, are substantially identical. Among other
things, the Board of Directors noted that the New Management Agreement would not
result in any increased fees or in any material change in the level of services
being provided. In connection with these considerations, comparisons were made
between the New Management Agreement and similar arrangements by other
investment companies, particularly with regard to levels of fees, and the
benefits to Advantage of its relationship with the Fund. In addition, the Fund's
Board of Directors considered the commitment of Fahnestock & Co. to maintain and
enhance the services provided to the Fund by Advantage, and met with
representatives of Fahnestock & Co. to discuss their current intentions with
respect to Advantage. The Board of Directors further noted that Fahnestock & Co.
intends to employ all of the current CIBC World Markets investment management
professionals and administrative staff necessary to provide services to the
Fund.

In addition to the foregoing, the Fund's Board of Directors considered
the likelihood of Advantage's continued financial stability following
consummation of the Acquisition, particularly in light of the overall experience
and reputation of FVH and Fahnestock & Co. and their financial stability, and
whether there are any aspects of the Acquisition likely to affect the ability of
Advantage to retain and attract qualified personnel following consummation. In
connection with these considerations, the Board considered possible alternatives
to approval of the New Management Agreement. Based upon its review of the above
factors, the Board of Directors of the Fund concluded that the New Management
Agreement is in the best interests of the Fund and its stockholders. The Board
of Directors determined that if the New Management Agreement is not approved by
stockholders, the Board would then further consider all available alternatives.

The Board of Directors recommends that stockholders vote "FOR" the
proposal to approve the New Management Agreement.

Messrs. Singer and McKigney and the officers of the Fund may have a
substantial interest in the approval of the New Management Agreement for the
Fund as a result of their interests in and/or positions with Advantage or
affiliates thereof.

INFORMATION CONCERNING ADVANTAGE

Advantage is a corporation organized under the laws of Delaware on May
31, 1990 and a registered investment adviser under the Advisers Act. Advantage
has served as investment manager to the Fund since commencement of the Fund's
operations.

Advantage is currently a wholly-owned subsidiary of CIBC World Markets.
CIBC World Markets is wholly-owned by CIBC World Markets Holdings Inc., which is
98% owned by CIBC Delaware Holdings Inc. CIBC World Markets Inc., a Canadian
company, owns 83% of CIBC Delaware Holdings Inc., and CIBC, a Canadian bank,
owns 100% of CIBC World Markets Inc. The principal business address of CIBC
World Markets, CIBC World Markets Holdings Inc. and CIBC Delaware Holdings Inc.
is 425 Lexington Avenue, New York, New York 10017. The principal business
address of CIBC World Markets Inc. is BCE Place, 161 Bay Street, Toronto,
Ontario, M5J 2S8 Canada, and the principal business address of CIBC is Commerce
Court, Toronto, Ontario, M5L 1A2 Canada. The principal business address of
Advantage following the Acquisition is expected to change to one of FVH's
offices. Stockholders of the Fund will be advised of the new principal location
of Advantage.

The names, titles and principal occupations of the current directors
and executive officers of Advantage are set forth in the following table. The
business address of each person listed below is 622 Third Avenue, 8th Floor, New
York, New York 10017.

NAME TITLE AND PRINCIPAL OCCUPATION
---- ------------------------------
Howard M. Singer*.................. President, Managing Director and Member of
the Board
Bryan E. McKigney*................. Managing Director
Paul Rubacky....................... Chief Financial Officer
Patricia Bourdon................... Secretary
Joyce Burns........................ Managing Director
Elliot Ganz........................ Assistant Secretary
Barbara Pires*..................... Executive Director

* also serves as officer to the Fund

Mr. Singer is Chairman and a Director of the Fund, and Mr. McKigney is
President, a Director and Secretary of the Fund. Both are "interested persons"
of the Fund and Advantage because they are officers and directors of Advantage,
the Fund's investment manager.

Fahnestock & Co. has advised the Fund's Board of Directors that it
anticipates that the foregoing persons will continue with Advantage in their
present or similar capacities following the Acquisition, except for Paul
Rubacky, Patricia Bourdon, Joyce Burns and Elliot Ganz, who will remain
employees of CIBC World Markets.

SECTION 15(F) OF THE 1940 ACT

CIBC World Markets and Fahnestock & Co. intend to comply with the "safe harbor"
provisions afforded by Section 15(f) of the 1940 Act. Section 15(f) provides in
substance that when a sale of a controlling interest in an investment advisory
business occurs, the investment adviser or its affiliates may receive any amount
or benefit in connection with the sale as long as two conditions are satisfied.
First, an "unfair burden" must not be imposed on the investment company clients
of the adviser as a result of the transaction relating to the sale of such
interest, or any express or implied terms, conditions or understandings
applicable to the transaction. The term "unfair burden" (as defined in the 1940
Act) includes any arrangement during the two-year period after the transaction
whereby the investment adviser (or predecessor or successor adviser), or any
"interested person" (as defined in the 1940 Act) of any such adviser, receives
or is entitled to receive any compensation, directly or indirectly, from the
investment company or its security holders (other than fees for bona fide
investment advisory or other services) or from any person in connection with the
purchase or sale of securities or other property to, from or on behalf of the
investment company (other than bona fide ordinary compensation as principal
underwriter for the company). The Fund's Board of Directors is not aware of any
circumstances arising from the Acquisition that might result in an unfair burden
being imposed on the Fund. Moreover, Fahnestock & Co. has agreed with CIBC World
Markets that it will use reasonable best efforts to insure that no unfair burden
will be imposed on the Fund by or as a result of the Acquisition during such
two-year period.

The second condition of Section 15(f) is that during the three-year
period after the transaction, at least 75% of the investment company's board of
directors must not be "interested persons" of the investment adviser (or
predecessor or successor adviser). In connection with the satisfaction of such
75% disinterested board requirement, Fahnestock & Co. has agreed with CIBC World
Markets that it will use reasonable best efforts to insure compliance with such
requirement during such three-year period. It is expected that the Board of
Directors will continue to satisfy that condition of Section 15(f) for the
requisite three-year period.

COMPARATIVE FEE INFORMATION

The following table provides information with respect to the Fund and
The Asia Tigers Fund, Inc., another investment company for which Advantage also
serves as investment manager and which has a similar investment objective:

MANAGEMENT FEE (AS A FEES PAID BY FUND TO
PERCENTAGE OF AVERAGE APPROXIMATE NET ASSETS ADVANTAGE DURING YEAR ENDED
NAME OF FUND WEEKLY NET ASSETS) AS OF DECEMBER 31, 2002 DECEMBER 31, 2002
------------ ------------------------- ----------------------- -----------------

The India Fund, Inc. 1.10% $350,838,505 $4,021,761.09
The Asia Tigers Fund, Inc. 1.00% $ 99,645,867 $1,330,056.06

PAYMENTS TO AFFILIATES OF ADVANTAGE AND IMPERIAL BY THE FUND

Advantage and Imperial are currently indirect, wholly-owned
subsidiaries of CIBC. There have been no commissions paid to Affiliated Brokers,
as defined in Rule 14a-101 under the Securities Exchange Act of 1934, as
amended, of Advantage or Imperial during the Fund's fiscal year ended December
31, 2002.

CIBC World Markets, an indirect wholly-owned subsidiary of CIBC, serves
as the Fund's administrator. For these administrative services, CIBC World
Markets receives a fee computed monthly and paid quarterly at an annual rate of
0.20% of the value of the Fund's average monthly net assets. For the year ended
December 31, 2002, these fees amounted to $731,229. In connection with the
Acquisition, Fahnestock & Co. will replace CIBC World Markets as the Fund's
administrator, at the same rate currently being paid by the Fund, under a new
administration agreement substantially identical to the Fund's current
administration agreement with CIBC World Markets.

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.

Please note that unless otherwise instructed, the proxies will vote FOR
Proposal 2.

THE DIRECTORS OF THE FUND, INCLUDING THE DIRECTORS WHO ARE NOT "INTERESTED
PERSONS" (AS DEFINED IN THE 1940 ACT) OF THE FUND, ADVANTAGE, FAHNESTOCK & CO.
OR THEIR AFFILIATES, RECOMMEND THAT STOCKHOLDERS OF THE FUND VOTE IN FAVOR OF
THE NEW MANAGEMENT AGREEMENT.

PROPOSAL 3. APPROVAL OF A NEW COUNTRY ADVISORY AGREEMENT
BETWEEN ADVANTAGE AND IMPERIAL

INTRODUCTION

In anticipation of the Acquisition, which is discussed in detail under
Proposal 2 above, the Board of Directors of the Fund is proposing that its
stockholders approve a new country advisory agreement between the Fund and
Imperial (the "New Country Advisory Agreement"). Imperial currently serves as
country adviser to the Fund pursuant to the Existing Country Advisory Agreement.
The New Country Advisory Agreement is substantially identical to the Existing
Country Advisory Agreement.

THE ACQUISITION

For a description of the Acquisition, FVH and Fahnestock & Co., please
see "The Acquisition" under Proposal 2 above.

EFFECTS OF THE ACQUISITION ON THE FUND

As required by the 1940 Act, the Existing Country Advisory Agreement
provides for its automatic termination in the event of its "assignment", as
defined in the 1940 Act. Consummation of the Acquisition will constitute an
assignment of the Existing Country Advisory Agreement. As a result, the Board of
Directors has considered and approved the New Country Advisory Agreement, which
is substantially similar to the Existing Country Advisory Agreement. The terms
of the New Country Advisory Agreement and the Board's evaluation of the New
Country Advisory Agreement are discussed in more detail below.

EXISTING AND NEW COUNTRY ADVISORY AGREEMENTS

The Existing Country Advisory Agreement and the New Country Advisory
Agreement are identical except for the date of commencement and the date of
termination of the agreements. The Board of Directors of the Fund, including a
majority of the Directors who are not "interested persons" (as defined in the
1940 Act) of the Fund or Imperial, most recently approved the Existing Country
Advisory Agreement on October 29, 2002. The stockholders of the Fund most
recently approved the Existing Country Advisory Agreement on April 20, 2001. The
following description of the New Country Advisory Agreement for the Fund is
qualified in its entirety by reference to the form of New Country Advisory
Agreement attached hereto as Exhibit "B".

Services to be Performed
------------------------

As in the Existing Country Advisory Agreement, pursuant to the New
Country Advisory Agreement, subject to the direction and control of the
directors of the Fund and in consultation with Advantage, Imperial will provide
or procure statistical and factual information and research regarding economic
and political factors and trends in India and its surrounding region and provide
or procure research and statistical data in relation to investing and other
opportunities in India and its surrounding region. All investment decisions will
continue to be made by Advantage.

Expenses and Sub-advisory Fees
------------------------------

As in the Existing Country Advisory Agreement, the New Country Advisory
Agreement provides that Imperial is responsible for all of its expenses and
liabilities, including expenses in connection with providing office space,
office facilities and personnel reasonably necessary for performance of the
services to be provided by it to Advantage.

THE PROVISION RELATING TO THE FEES PAYABLE BY ADVANTAGE TO IMPERIAL
PURSUANT TO THE NEW COUNTRY ADVISORY AGREEMENT IS IDENTICAL TO THAT IN THE
EXISTING COUNTRY ADVISORY AGREEMENT. Consequently, under the Existing Country
Advisory Agreement or the New Country Advisory Agreement, Advantage will pay
Imperial a monthly fee to be agreed upon by Advantage and Imperial from time to
time that will not exceed 1.10% of the Fund's average weekly net assets, which
is the rate of fees payable by the Fund to Advantage.

Duration and Termination
------------------------

Like the Existing Country Advisory Agreement, the New Country Advisory
Agreement will have an initial term of two years, and thereafter will continue
in effect for successive annual periods provided such continuance is
specifically approved at least annually by (i) a majority of the members of the
Fund's Board of Directors who are not parties to the New Country Advisory
Agreement, and who are not "interested persons" (as defined in the 1940 Act) of
any such party, and (ii) a majority of 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. The New Country Advisory Agreement may be terminated,
without penalty, on 60 days' notice, by the Fund's Board of Directors, by a vote
of the holders of a "majority of the outstanding voting securities" of the Fund,
or by Advantage, and the New Country Advisory Agreement will terminate
automatically in the event of its "assignment" (as defined in the 1940 Act).

EVALUATION BY THE BOARD OF DIRECTORS

At a meeting held in person on January 17, 2003, the Fund's Board of
Directors, including the Board members who are not "interested persons" (as
defined in the 1940 Act) of the Fund, Imperial, Fahnestock & Co. or their
affiliates, approved the New Country Advisory Agreement and recommended that
stockholders of the Fund approve the New Country Advisory Agreement. The New
Country Advisory Agreement will become effective on the later of the date the
Acquisition is consummated and the date the stockholders of the Fund approve the
New Country Advisory Agreement.

In approving the New Country Advisory Agreement and determining to
submit it to stockholders for their approval, the Board of Directors of the Fund
has determined that continuity and efficiency of advisory services after the
Acquisition can best be assured by approving the New Country Advisory Agreement
on behalf of the Fund. The Board of Directors of the Fund believes that the New
Country Advisory Agreement will enable the Fund to obtain high-quality services
at costs which it deems appropriate and reasonable and that approval of the New
Country Advisory Agreement is in the best interests of the Fund and its
stockholders. In connection with its review of the New Country Advisory
Agreement, the Board of Directors requested and reviewed, with the assistance of
its own legal counsel, materials furnished by Imperial and Fahnestock & Co.
These materials included written information regarding Fahnestock and its
personnel, operations and financial condition.

In approving the New Country Advisory Agreement, the Board of Directors
of the Fund focused primarily on the nature, quality and scope of the operations
and services to date provided by Imperial to the Fund, and the fact that the
Existing Country Advisory Agreement and the New Country Advisory Agreement,
including the terms relating to the services to be performed thereunder by
Imperial and the expenses and fees payable by Advantage, are substantially
identical. Among other things, the Board of Directors noted that the New Country
Advisory Agreement would not result in any increased fees to the Fund or in any
material change in the level of services being provided. In connection with
these considerations, comparisons were made between the New Country Advisory
Agreement and similar arrangements by other investment companies, particularly
with regard to levels of fees, and the benefits to Imperial of its relationship
with the Fund. In addition, the Fund's Board of Directors considered the
commitment of Fahnestock & Co. to maintain and enhance the services provided to
the Fund by Imperial, and met with representatives of Fahnestock & Co. to
discuss their current intentions with respect to Imperial. The Board of
Directors further noted that Fahnestock & Co. intends to employ virtually all of
the investment management and administrative professionals that provide services
to the Fund as employees of CIBC World Markets.

In addition to the foregoing, the Fund's Board of Directors considered
the likelihood of Imperial's continued financial stability following
consummation of the Acquisition, particularly in light of the overall experience
and reputation of Fahnestock and its financial stability, and whether there are
any aspects of the Acquisition likely to affect the ability of Imperial to
retain and attract qualified personnel following consummation. In connection
with these considerations, the Board considered possible alternatives to
approval of the New Country Advisory Agreement. Based upon its review of the
above factors, the Board of Directors of the Fund concluded that the New Country
Advisory Agreement is in the best interests of the Fund and its stockholders.
The Board of Directors determined that if the New Country Advisory Agreement is
not approved by stockholders, the Board would then further consider all
available alternatives.

The Board of Directors recommends that stockholders vote "FOR" the
proposal to approve the New Country Advisory Agreement.

INFORMATION CONCERNING IMPERIAL

Imperial is a corporation organized under the laws of India and a
registered investment adviser under the Advisers Act. Imperial has served as
country adviser to the Fund since May 1, 2002.

Imperial is currently 1% owned by CIBC World Markets and 99% owned by
Advantage India, Inc. Advantage India, Inc. is wholly owned by CIBC World
Markets. CIBC World Markets is wholly-owned by CIBC World Markets Holdings Inc.,
which is 98% owned by CIBC Delaware Holdings Inc. CIBC World Markets Inc., a
Canadian company, owns 83% of CIBC Delaware Holdings Inc., and CIBC, a Canadian
bank, owns 100% of CIBC World Markets Inc. The address of Imperial is Taj
President - Mumbai, Room No. 802, 90, Cuffe Parade, Mumbai - 400 005, India. The
principal business address of Imperial following the Acquisition is not expected
to change.

The names, titles and principal occupations of the current directors
and executive officers of Imperial are set forth in the following table. The
business address of each person listed below is 622 Third Avenue, 8th Floor, New
York, New York 10017, except for Michael D. Haight, whose business address is 1
Federal Street, 22nd Floor, Boston, Massachusetts 02110.

NAME TITLE AND PRINCIPAL OCCUPATION
---- ------------------------------
Michael D. Haight............................... Director
Barbara F. Pires*............................... Director
Joyce Burns..................................... Vice President - Tax
Paul Rubacky.................................... Vice President - Finance
Patricia Bourdon................................ Secretary

------------------------
* Ms. Pires is also an officer of the Fund.

Fahnestock & Co. has advised the Fund's Board of Directors that it
anticipates that the foregoing persons will continue with Imperial in their
present or similar capacities following the Acquisition, except for Paul
Rubacky, Patricia Bourdon and Joyce Burns, who will remain employees of CIBC
World Markets.

SECTION 15(F) OF THE 1940 ACT

Please refer to the section entitled "Section 15(f) of the 1940 Act"
under Proposal 2 above.

PAYMENTS TO AFFILIATES OF ADVANTAGE AND IMPERIAL BY THE FUND

Please refer to the section entitled "Payments to Affiliates of
Advantage and Imperial by the Fund" under Proposal 2 above.

REQUIRED VOTE

As provided by the 1940 Act, approval of the New Country Advisory
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.

Please note that unless otherwise instructed, the proxies will vote FOR
Proposal 3.

THE DIRECTORS OF THE FUND, INCLUDING THE DIRECTORS WHO ARE NOT "INTERESTED
PERSONS" (AS DEFINED IN THE 1940 ACT) OF THE FUND, IMPERIAL, FAHNESTOCK & CO. OR
THEIR AFFILIATES, RECOMMEND THAT STOCKHOLDERS OF THE FUND VOTE IN FAVOR OF THE
NEW COUNTRY ADVISORY AGREEMENT.

PROPOSAL 4. APPROVAL OF A FUNDAMENTAL POLICY WHEREBY THE FUND WOULD
ADOPT AN INTERVAL FUND STRUCTURE

INTRODUCTION

The Board of Directors recommends that the Fund adopt an "interval
fund" structure pursuant to Rule 23c-3 ("Rule 23c-3") under the 1940 Act, which
will provide stockholders with a semi-annual opportunity to liquidate a portion
of their shares of the Fund at net asset value (less a 2% repurchase fee), while
maintaining many of the advantages inherent in a closed-end fund structure.

BACKGROUND

Since the Fund's inception, it has operated as a closed-end investment
company and has enjoyed many of the benefits inherent in a closed-end structure.
For example, the Fund has a permanent capital base and is not subject to
continuous asset in-flows and out-flows, which might force the Fund to liquidate
its holdings at inopportune times in order to meet redemption demands. In
addition, closed-end funds do not have any prescribed limitations on holding
thinly traded securities. This has allowed the Fund to build its positions in
promising growth companies without the prospect of having to liquidate these
positions on short notice, thereby jeopardizing the Fund's long-term net asset
value.

However, shares of closed-end funds such as the Fund often trade at a
discount to their net asset value. The Board of Directors has actively sought
solutions to narrow or eliminate the Fund's discount and it has reviewed and
employed a number of initiatives. In 1999 and 2000, the Board of Directors
instituted share repurchase programs, which resulted in the repurchase of over
three million shares as of January 31, 2003. Additionally, in September 2002 the
Fund completed a tender offer to repurchase up to an additional 10% of the
Fund's outstanding shares. These programs have had a measurable impact on the
Fund's discount, which was reduced to 15.69% as of February 21, 2003.

Nevertheless, the Board of Directors has concluded that a more
ambitious solution is needed to further reduce the Fund's discount and provide
liquidity to stockholders. The Board of Directors has extensively reviewed
possible alternatives for reducing the Fund's discount and determined that
converting the Fund to an interval structure is in the best interests of the
Fund and its stockholders. Accordingly, for reasons set forth below, the Board
of Directors is proposing that the Fund's stockholders approve a fundamental
policy whereby the Fund would adopt an interval structure.

ADOPTION OF AN INTERVAL FUND STRUCTURE

Rule 23c-3 provides that closed-end management investment companies,
such as the Fund, may make repurchase offers of their securities at
approximately net asset value at periodic intervals. The periodic repurchase
offers are intended to allow closed-end investment companies to provide their
investors with a limited ability to resell shares to the fund at approximately
net asset value, a manner of sale that traditionally has been available only to
open-end investment company stockholders. Periodic repurchases must be made
pursuant to a fundamental policy approved by stockholders.

If the adoption of an interval fund structure is approved, the Fund
would make semi-annual repurchase offers. The percentage of outstanding shares
that the Fund can offer to repurchase in each offer must be established by the
Fund's Board of Directors shortly before the commencement of each offer, and
must be between 5% and 25% of the Fund's then outstanding shares. However,
currently the expectation is that repurchase offers would not be for less than
10% of the Fund's then outstanding shares. If the offer is oversubscribed, the
Fund may, but is not required to, repurchase up to an additional 2%. For any
amounts above that, however, the Fund must, subject to certain limited
exceptions described below, repurchase pro rata among all subscribers. The Fund
will impose a repurchase fee of 2% of the repurchase proceeds to help defray the
costs associated with the repurchase offers. The Fund will send all stockholders
a notification containing specified information about the basic terms of each
offer and the procedures for the repurchase at least 21 and no more than 42 days
before each repurchase request deadline. The repurchase pricing date will be on
the last Friday in the months of March and September, the Fund's first and third
fiscal quarters, or the next business day if such Friday is not a business day,
and the repurchase request deadline will be 14 days prior to the pricing date.
Payment for any shares repurchased must be made by seven days after the
repurchase pricing date. The Fund will not be able to suspend or postpone a
repurchase offer except in very limited circumstances set forth in Rule 23c-3,
which are described below.

The Board of Directors has determined that if this proposal is
approved, the first repurchase offer by the Fund would occur on or around the
end of the Fund's fiscal third quarter, which is on September 30, 2003, with
subsequent repurchase offers to be made semi-annually thereafter. The first
repurchase request deadline would be on September 12, 2003. The first repurchase
pricing date would be September 26, 2003. The Board of Directors will determine
the amount of each repurchase offer shortly before the commencement of the
offer.

FUNDAMENTAL POLICY

The Board of Directors has approved the following fundamental policy
(which cannot be changed without stockholder approval) and is submitting it to
stockholders for their approval:

(a) The Fund will make offers to repurchase its shares at semi-annual
intervals pursuant to Rule 23c-3, as amended from time to time
("Offers"). The Board of Directors may place such conditions and
limitations on Offers as may be permitted by Rule 23c-3.

(b) 14 days prior to the last Friday of each of the Fund's first and
third fiscal quarters, or the next business day if such Friday is not a
business day, will be the deadline (the "Repurchase Request Deadline")
by which the Fund must receive repurchase requests submitted by
stockholders in response to the most recent Offer.

(c) The date on which the repurchase price for shares is to be
determined (the "Repurchase Pricing Date") shall occur no later than
the last Friday of each of the Fund's first and third fiscal quarters,
or the next business day if such day is not a business day.

(d) Offers may be suspended or postponed under certain circumstances,
as provided for in Rule 23c-3.

REPURCHASES IN EXCESS OF THE REPURCHASE OFFER AMOUNT AND PRORATION

The Fund may, but is not obligated to, purchase up to an additional 2%
of the Fund shares outstanding on a Repurchase Request Deadline if the
acceptances of an Offer exceed the applicable repurchase offer amount. If the
Fund determines not to repurchase more than the repurchase offer amount, or if
the stockholders participating in the Offer tender shares in an amount exceeding
the repurchase offer amount plus 2% of the shares outstanding on the Repurchase
Request Deadline, the Fund will repurchase all the shares tendered on a pro rata
basis, except that (1) the Fund may accept all shares tendered by stockholders
who own fewer than 100 shares and who tender all of their shares, before
prorating shares tendered by others, and (2) the Fund may accept by lot shares
tendered by stockholders who tender all shares held by them and who, when
tendering their shares, elect to have either all or none, or at least a minimum
amount or none, accepted, so long as the Fund first accepts all shares tendered
by stockholders who do not so elect.

SOURCE OF FUNDS

From the time the Fund sends an Offer notification to stockholders
until the Repurchase Pricing Date, the Fund will be required to maintain liquid
assets (as defined in Rule 23c-3) in an amount equal to at least 100% of the
repurchase offer amount. The Fund anticipates using cash on hand and liquidating
portfolio securities to purchase shares acquired pursuant to the Offers.

RISKS TO THE FUND AND ITS STOCKHOLDERS

There is a risk that the Fund's need to sell securities to meet
repurchase requests may affect the market for the portfolio securities being
sold, which may, in turn, diminish the net asset value of shares of the Fund. As
a result of liquidating portfolio securities, the Fund may realize capital gains
or losses. In such event, some gains may be realized on securities held for less
than one year, which may generate income taxable to stockholders (when
distributed to them by the Fund) at ordinary income rates. Moreover, if a
significant number of shares are repurchased on a semi-annual basis, the Fund
may be unable to maintain a viable asset base to continue operating efficiently
given its limited ability to offer shares. The Fund's reduced net assets would
also result in a higher expense ratio, and the Fund may eventually be forced to
delist from the New York Stock Exchange if its asset base decreases
significantly. Because the Fund will be required to maintain liquid assets in an
amount equal to at least 100% of the repurchase offer amount, portfolio
management techniques may be modified accordingly.

POTENTIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

The sale of shares pursuant to an Offer would be a taxable transaction
to the tendering stockholder for United States federal income tax purposes,
either as a "sale or exchange," or under certain circumstances, as a "dividend."
Under Section 302(b) of the Internal Revenue Code of 1986, as amended (the
"Code"), a sale of shares pursuant to an Offer generally will be treated as a
"sale or exchange" if the receipt of cash by the stockholder: (a) results in a
"complete termination" of the stockholder's interest in the Fund, (b) is
"substantially disproportionate" with respect to the stockholder, or (c) is "not
essentially equivalent to a dividend" with respect to the stockholder. In
determining whether any of these tests has been met, shares actually owned, as
well as shares considered to be owned by the stockholder by reason of certain
constructive ownership rules set forth in Section 318 of the Code, generally
must be taken into account. If any of these three tests for "sale or exchange"
treatment is met, a stockholder will recognize gain or loss equal to the
difference between the price paid by the Fund for the shares purchased in the
Offer and the stockholder's adjusted basis in such shares. If such shares are
held as a capital asset, the gain or loss will be capital gain or loss. The
maximum tax rate applicable to net capital gains recognized by individuals and
other non-corporate taxpayers is (i) the same as the applicable ordinary income
rate for capital assets held for one year or less or (ii) 20% for capital assets
held for more than one year (or 18% for capital assets that have been held for
more than 5 years and whose holding periods began after December 31, 2000).

If none of the tests set forth in Section 302(b) of the Code is met,
amounts received by a stockholder who sells shares pursuant to the Offer will be
taxable to the stockholder as a dividend to the extent of such stockholder's
allocable share of the Fund's current or accumulated earnings and profits. To
the extent that amounts received exceed such stockholder's allocable share of
the Fund's current and accumulated earnings and profits, such excess will
constitute a non-taxable return of capital (to the extent of the stockholder's
adjusted basis in the shares sold pursuant to the Offer) and any amounts in
excess of the stockholder's adjusted basis will constitute taxable gain. Any
remaining adjusted basis in the shares tendered to the Fund will be transferred
to any remaining shares held by such stockholder.

In order to conduct an Offer, the Fund may be required to sell
portfolio securities. If, at the time of sale, the Fund's portfolio securities
have appreciated in value, the sale would result in realization of capital gains
which would then need to be distributed to stockholders. This may result in tax
liability for remaining stockholders.

SUSPENSION AND POSTPONEMENT OF OFFERS

The Fund may suspend or postpone an Offer by vote of a majority of the
Board of Directors (including a majority of the Directors who are not
"interested persons," as that term is defined in the 1940 Act, of the Fund), but
only (1) if repurchases pursuant to the Offer would impair the Fund's status as
a regulated investment company under the Code; (2) if repurchases pursuant to
the Offer would cause the shares to be neither listed on any national securities
exchange nor quoted on any inter-dealer quotation system of a national
securities association; (3) for any period during which the New York Stock
Exchange or any other market in which the securities owned by the Fund are
principally traded is closed, other than customary weekend and holiday closings,
or during which trading in such market is restricted; (4) for any period during
which an emergency exists as a result of which disposal by the Fund of
securities owned by it is not reasonably practicable, or during which it is not
reasonably practicable for the Fund fairly to determine the value of its net
assets; or (5) for such other periods as the Securities and Exchange Commission
may by order permit for the protection of stockholders of the Fund.

If an Offer is suspended or postponed, the Fund will provide notice
thereof to stockholders. If the Fund renews a suspended Offer or reinstitutes a
postponed Offer, the Fund will send a new notification to all stockholders.

EVALUATION BY THE BOARD OF DIRECTORS

The Board of Directors regularly reviews the Fund's discount to net
asset value as well as various alternatives designed to reduce the discount. At
a meeting held on February 4, 2003, the Board of Directors again reviewed a
number of proposals which would seek to reduce the discount. After considering
these proposals, which included additional large scale tender offers, share
repurchase programs, open-ending the Fund, liquidation of the Fund and merging
the Fund with an open-end Fund, the Board, including a majority of the Board
members who are not "interested persons" (as defined in the 1940 Act) of the
Fund, Advantage, Imperial or CIBC World Markets, determined that it was in the
best interests of the Fund and its stockholders that the Fund adopt an interval
fund structure and recommended that the proposal be submitted to stockholders.
As an interval fund, stockholders would be assured a semi-annual opportunity to
liquidate a portion of their shares of the Fund at net asset value (less a 2%
repurchase fee).

The Board of Directors determined that repurchase offers at semi-annual
intervals instead of quarterly intervals were in the best interests of the Fund
and its stockholders for a number of reasons. Repurchase offers at quarterly
intervals would prevent management from taking advantage of certain investment
opportunities in the market where daily liquidity is less frequent.

As one of the largest India-dedicated mutual funds, many investors keep
a keen eye on the activities and trading patterns of the Fund. If the Fund makes
repurchase offers on a frequent basis, some investors in the market may sell
some of the Fund's larger holdings in anticipation of the repurchase offer to
take advantage of price weakness that may occur in the stock. A cycle of
frequent repurchase offers could exacerbate this situation as it could involve
many of the Fund's largest holdings and could, in the investment managers'
opinion, harm the portfolio performance and affect the market as a whole. The
investment manager believes that a semi-annual repurchase offer could minimize
the market impact enabling the Fund to spread its cash raising needs over a
longer period of time. Frequent repurchase offers may also deter new investors
from purchasing the Fund as it may more rapidly increase expense ratios, shrink
fund size and change management's strategy.

The investment thesis in India is viewed by the investment manager as
a long-term growth story. There are many stocks that have tremendous growth
potential which has not yet been realized by the investing public. Typically,
these stocks have low market volumes; therefore, building a position can take
many months. Using the benefits of a closed-end structure, the Fund has been
able to invest in these emerging themes to reap the benefits months or years
later, without market liquidity being a primary factor. With frequent repurchase
offers, not only will the investment performance of the Fund be hurt by the
inability of the Fund to invest in these stocks, but the Fund may have to
deviate from its strategy of "buy and hold" and take a narrower approach. The
Fund would need to buy stocks with a principal focus on liquidity rather than
solely for investment fundamentals.

In addition, the Indian equity market is less liquid than most of
non-Japan Asia's other major developed markets (i.e., South Korea, Taiwan)
making a quarterly share repurchase program more onerous for the Fund. For
example, thus far in 2003, share trading value in India has averaged $800
million per day, compared to $1.5 billion per day in Taiwan and $2 billion per
day in South Korea. During 2002, India's share trading value ranged between
$800 million - $1.5 billion per day. However, in South Korea and Taiwan, share
trading value averaged between $2-5 billion and $1.5-3 billion per day,
respectively.

As with most single-country funds, the India Fund, is almost by
definition, a structurally less liquid fund compared to pan-regional or global
funds. With the investment universe focused on a single country, analysts can
spend less time on macro analysis, and more time analyzing a broader range of
companies, inevitably leading to a higher proportion of small-capitalization
companies. The investment manager estimates that, on average, roughly 20-30% of
the Fund's holdings can be considered shares with less-than-average liquidity.
The Fund's unique structure and the environment in which it operates would make
a quarterly share repurchase program far more burdensome for it as compared to a
pan-regional fund that has adopted a quarterly repurchase offer.

The Board of Directors believes that the adoption by the Fund of an
interval fund structure should have a positive effect on reducing the discount
from net asset value at which the Fund's shares have historically traded on the
New York Stock Exchange. There can be no assurance, however, that adoption of
the policy will reduce the discount or result in the Fund's shares trading at a
price that equals or approximates net asset value.

REQUIRED VOTE

As provided by the 1940 Act, approval of Proposal 4 requires 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
outstanding shares present or represented at the Meeting, if holders of more
than 50% of the outstanding shares of the Fund entitled to vote are present or
represented by proxy at the Meeting, or (b) more than 50% of the outstanding
shares of the Fund entitled to vote. Abstentions and broker "non-votes" will be
treated as votes present but not cast for purposes of Proposal 4.

Please note that unless otherwise instructed, the proxies will vote FOR
Proposal 4.

THE BOARD OF DIRECTORS BELIEVES THAT THE ADOPTION BY THE FUND OF AN INTERVAL
FUND IS IN THE BEST INTERESTS OF STOCKHOLDERS OF THE FUND. ACCORDINGLY, THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" PROPOSAL
4.

ADDITIONAL INFORMATION
----------------------

INVESTMENT MANAGEMENT

ADVANTAGE ADVISERS, INC.

Advantage serves as the Fund's investment manager. The address of
Advantage is 622 Third Avenue, 8th Floor, New York, New York 10017.

IMPERIAL INVESTMENT ADVISORS PRIVATE LIMITED

As of May 1, 2002, Imperial serves as the Fund's country adviser.
Imperial is a subsidiary of Advantage India, Inc., which served as the Fund's
country advisor from August 1, 2001 to April 30, 2002. The address of Imperial
is Taj President - Mumbai, Room No. 802, 90, Cuffe Parade, Mumbai - 400 005,
India. The address of Advantage India, Inc. is 622 Third Avenue, 8th Floor, New
York, New York 10017.

CIBC WORLD MARKETS CORP.

CIBC World Markets serves as the Fund's administrator. The address of
CIBC World Markets is 425 Lexington Avenue, New York, New York 10017. CIBC World
Markets subcontracts certain of its responsibilities to PFPC Inc. The address of
PFPC Inc. is 400 Bellevue Parkway, Wilmington, Delaware 19809.

MULTICONSULT LTD.

Multiconsult Ltd. serves as Mauritius administrator to the Fund.
Multiconsult Ltd.'s address is De Chazal Du Mee (DCDM) Building 10, Frere Felix
de Valois Street, Port Luis, Mauritius.

FEES PAID TO INDEPENDENT ACCOUNTANTS

AUDIT FEES. The aggregate fees paid to PwC in connection with the
annual audit of the Fund and the review of the Fund's financial statements for
the fiscal year ended December 31, 2002 was $113,000.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES. There
were no fees billed for information technology services rendered by PwC to the
Fund, Advantage, Imperial, CIBC World Markets and entities controlled by either
of the investment advisers that provide services to the Fund for the fiscal year
ended December 31, 2002.

ALL OTHER FEES. The aggregate fees billed for all other non-audit
services, including fees for tax-related services, rendered by PwC to the Fund,
Advantage, Imperial, CIBC World Markets, and entities controlled by either that
provide services to the Fund for the fiscal year ended December 31, 2002 was
$513,000. The Audit Committee has determined that the provision of non-audit
services is compatible with maintaining the independence of PwC.

OTHER BUSINESS

The Board of Directors of the Fund does not know of any other matter
which may come before the Meeting. If any other matter properly comes before the
Meeting, it is the intention of the persons named in the proxy to vote the
proxies in accordance with their judgment on that matter.

PROPOSALS TO BE SUBMITTED BY STOCKHOLDERS

All proposals by stockholders of the Fund which are intended to be
presented at the Fund's next Annual Meeting of Stockholders, to be held in 2004,
must be received by the Fund (addressed to The India Fund, Inc., 622 Third
Avenue, 8th Floor, New York, New York 10017) for inclusion in the Fund's proxy
statement and proxy relating to that meeting no later than November 18, 2003.
Any stockholder who desires to bring a proposal at the Fund's 2004 Annual
Meeting of Stockholders without including such proposal in the Fund's proxy
statement must deliver written notice thereof to the Secretary or Assistant
Secretary of the Fund (addressed to The India Fund, Inc., 622 Third Avenue, 8th
Floor, New York, New York 10017) during the thirty-day period from December 25,
2003 to January 24, 2004.

EXPENSES OF PROXY SOLICITATION

The costs of preparing, assembling and mailing material in connection
with this solicitation of proxies will be borne by the Fund and CIBC World
Markets. CIBC World Markets will bear the costs of the proxy solicitation firm,
as explained below, and any identifiable costs relating to the approval of the
New Management Agreement and the New Country Advisory Agreement. The Fund will
bear the costs relating to the election of directors, the approval of the
adoption of the interval fund structure and any other expenses of proxy
solicitation. Proxies may also be solicited personally by officers of the Fund
and by regular employees of Advantage and CIBC World Markets or their respective
affiliates, or other representatives of the Fund or by telephone or telegraph,
in addition to the use of mails. Brokerage houses, banks and other fiduciaries
may be requested to forward proxy solicitation material to their principals to
obtain authorization for the execution of proxies, and they will be reimbursed
by the Fund for out-of-pocket expenses incurred in this connection. In addition,
PFPC Inc. ("PFPC"), a proxy solicitation firm, has been retained to assist in
the solicitation of the proxy vote. It is anticipated that PFPC will be paid by
CIBC World Markets for such solicitation services in an amount estimated at
$10,000 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.

PFPC 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 insure
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 PFPC at its
toll-free number, 1-877-456-6399.

March 18, 2003

Exhibit A
---------

MANAGEMENT AGREEMENT

Agreement dated and effective as of [o], 2003 between The India Fund,
Inc., a Maryland corporation (herein referred to as the "Fund"), and Advantage
Advisers, Inc., a Delaware corporation (herein referred to as the "Investment
Manager") (this "Agreement").

1. APPOINTMENT OF INVESTMENT MANAGER. The Investment Manager hereby
undertakes and agrees, upon the terms and conditions herein set forth, to
provide overall investment management services for the Fund, and in connection
therewith to (i) supervise the Fund's investment program, including advising and
consulting with the Fund's Board of Directors regarding the Fund's overall
investment strategy; (ii) make, in consultation with the Fund's Board of
Directors, investment strategy decisions for the Fund; (iii) manage the
investing and reinvesting of the Fund's assets; (iv) place purchase and sale
orders on behalf of the Fund; (v) advise the Fund with respect to all matters
relating to the Fund's use of leveraging techniques; (vi) provide or procure the
provision of research and statistical data to the Fund in relation to investing
and other matters within the scope of the investment objective and limitations
of the Fund; (vii) monitor the performance of the Fund's outside service
providers, including the Fund's administrator, transfer agent and custodian;
(viii) be responsible for compliance by the Fund with U.S. Federal, State and
other applicable laws and regulations, and (ix) pay the salaries, fees and
expenses of such of the Fund's directors, officers or employees who are
directors, officers or employees of the Investment Manager or any of its
affiliates, except that the Fund will bear travel expenses or an appropriate
portion thereof of directors and officers of the Fund who are directors,
officers or employees of the Investment Manager, to the extent that such
expenses relate to attendance at meetings of the Board of Directors or any
committees thereof. The Investment Manager may delegate any of the foregoing
responsibilities to a third party with the consent of the Fund.

2. EXPENSES. In connection herewith, the Investment Manager agrees to
maintain a staff within its organization to furnish the above services to the
Fund. The Investment Manager shall bear all expenses arising out of its duties
hereunder.

Except as provided in Section 1 hereof, the Fund shall be responsible
for all of the Fund's expenses and liabilities, including organizational and
offering expenses (which include out-of-pocket expenses, but not overhead or
employee costs of the Investment Manager); expenses for legal, accounting and
auditing services; taxes and governmental fees; dues and expenses incurred in
connection with membership in investment company organizations; fees and
expenses incurred in connection with listing the Fund's shares on any stock
exchange; costs of printing and distributing shareholder reports, proxy
materials, prospectuses, stock certificates and distribution of dividends;
charges of the Fund's custodians and sub-custodians, administrators and
sub-administrators, registrars, transfer agents, dividend disbursing agents and
dividend reinvestment plan agents; payment for portfolio pricing services to a
pricing agent, if any; registration and filing fees of the Securities and

A-1

Exchange Commission; expenses of registering or qualifying securities of the
Fund for sale in the various states; freight and other charges in connection
with the shipment of the Fund's portfolio securities; fees and expenses of
non-interested directors or non-interested members of any advisory or investment
board, committee or panel of the Fund; travel expenses or an appropriate portion
thereof of directors and officers of the Fund, or members of any advisory or
investment board, committee or panel of the Fund, to the extent that such
expenses relate to attendance at meetings of the Board of Directors or any
committee thereof, or of any such advisory or investment board, committee or
panel; salaries of shareholder relations personnel; costs of shareholders
meetings; insurance; interest; brokerage costs; and litigation and other
extraordinary or non-recurring expenses.

3. TRANSACTIONS WITH AFFILIATES. The Investment Manager is authorized
on behalf of the Fund, from time to time when deemed to be in the best interests
of the Fund and to the extent permitted by applicable law, to purchase and/or
sell securities in which the Investment Manager or any of its affiliates
underwrites, deals in and/or makes a market and/or may perform or seek to
perform investment banking services for issuers of such securities. The
Investment Manager is further authorized, to the extent permitted by applicable
law, to select brokers (including Fahnestock & Co. Inc. or any other brokers
affiliated with the Investment Manager) for the execution of trades for the
Fund.

4. BEST EXECUTION; RESEARCH SERVICES. The Investment Manager is
authorized, for the purchase and sale of the Fund's portfolio securities, to
employ such dealers and brokers as may, in the judgment of the Investment
Manager, implement the policy of the Fund to obtain the best results taking into
account such factors as price, including dealer spread, the size, type and
difficulty of the transaction involved, the firm's general execution and
operational facilities and the firm's risk in positioning the securities
involved. Consistent with this policy, the Investment Manager is authorized to
direct the execution of the Fund's portfolio transactions to dealers and brokers
furnishing statistical information or research deemed by the Investment Manager
to be useful or valuable to the performance of its investment advisory functions
for the Fund. It is understood that in these circumstances, as contemplated by
Section 28(e) of the Securities Exchange Act of 1934, the commissions paid may
be higher than those which the Fund might otherwise have paid to another broker
if those services had not been provided. Information so received will be in
addition to and not in lieu of the services required to be performed by the
Investment Manager. It is understood that the expenses of the Investment Manager
will not necessarily be reduced as a result of the receipt of such information
or research. Research services furnished to the Investment Manager by brokers
who effect securities transactions for the Fund may be used by the Investment
Manager in servicing other investment companies and accounts which it manages.
Similarly, research services furnished to the Investment Manager by brokers who
effect securities transactions for other investment companies and accounts which
the Investment Manager manages may be used by the Investment Manager in
servicing the Fund. It is understood that not all of these research services are
used by the Investment Manager in managing any particular account, including the
Fund.

A-2

5. REMUNERATION. In consideration of the services to be rendered by the
Investment Manager under this Agreement, the Fund shall pay the Investment
Manager a monthly fee in United States dollars on the fifth business day of each
month for the previous month at an annual rate of 1.10% of the Fund's average
weekly net assets. If the fee payable to the Investment Manager pursuant to this
paragraph 5 begins to accrue before the end of any month or if this Agreement
terminates before the end of any month, the fee for the period from such date to
the end of such month or from the beginning of such month to the date of
termination, as the case may be, shall be prorated according to the proportion
which such period bears to the full month in which such effectiveness or
termination occurs. For purposes of calculating each such monthly fee, the value
of the Fund's net assets shall be computed at the time and in the manner
specified in the Registration Statement.

6. REPRESENTATIONS AND WARRANTIES. The Investment Manager represents
and warrants that it is duly registered and authorized as an investment adviser
under the Investment Advisers Act of 1940, as amended, and the Investment
Manager agrees to maintain effective all requisite registrations, authorizations
and licenses, as the case may be, until the termination of this Agreement.

7. SERVICES NOT DEEMED EXCLUSIVE. The services provided hereunder by
the Investment Manager are not to be deemed exclusive and the Investment Manager
and any of its affiliates or related persons are free to render similar services
to others and to use the research developed in connection with this Agreement
for other clients or affiliates. Nothing herein shall be construed as
constituting the Investment Manager an agent of the Fund.

8. LIMIT OF LIABILITY. The Investment Manager shall exercise its best
judgment in rendering the services in accordance with the terms of this
Agreement. The Investment Manager shall not be liable for any error of judgment
or mistake of law or for any act or omission or any loss suffered by the Fund in
connection with the matters to which this Agreement relates, provided that
nothing herein shall be deemed to protect or purport to protect the Investment
Manager against any liability to the Fund or its shareholders to which the
Investment Manager would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence on its part in the performance of its duties or
from reckless disregard by it of its obligations and duties under this Agreement
("disabling conduct"). The Fund will indemnify the Investment Manager against,
and hold it harmless from, any and all losses, claims, damages, liabilities or
expenses (including reasonable counsel fees and expenses), including any amounts
paid in satisfaction of judgments, in compromise or as fines or penalties, not
resulting from disabling conduct by the Investment Manager. Indemnification
shall be made only following: (i) a final decision on the merits by a court or
other body before whom the proceeding was brought that the Investment Manager
was not liable by reason of disabling conduct, or (ii) in the absence of such a
decision, a reasonable determination, based upon a review of the facts, that the
Investment Manager was not liable by reason of disabling conduct by (a) the vote
of a majority of a quorum of directors of the Fund who are neither "interested
persons" of the Fund nor parties to the proceeding ("disinterested non-party
directors"), or (b) an independent legal counsel in a written opinion. The
Investment Manager shall be entitled to advances from the Fund for payment of
the reasonable expenses (including reasonable counsel fees and expenses)
incurred by it in connection with the matter as to which it is seeking
indemnification in the manner and to the fullest extent permissible under law.
Prior to any such advance, the Investment Manager shall provide to the Fund a
written affirmation of its good faith belief that the standard of conduct
necessary for indemnification by the Fund has been met and a written undertaking
to repay any such advance if it should ultimately be determined that the

A-3

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 [o] and shall continue in effect thereafter for successive annual periods,
but only so long as such continuance is specifically approved at least annually
by the affirmative vote of (i) a majority of the members of the Fund's Board of
Directors who are not parties to this Agreement or "interested persons" (as
defined in the Investment Company Act of 1940, as amended ("1940 Act")) of any
such party, cast in person at a meeting called for the purpose of voting on such
approval, and (ii) the Fund's Board of Directors or the holders of a majority of
the outstanding voting securities (as defined in the 1940 Act) of the Fund.

Notwithstanding the above, this Agreement (a) may nevertheless be
terminated at any time, without penalty, by the Fund's Board of Directors, by
vote of holders of a majority of the outstanding voting securities (as defined
in the 1940 Act) of the Fund or by the Investment Manager, upon 60 days' written
notice delivered to each party hereto, and (b) shall automatically be terminated
in the event of its assignment (as defined in the 1940 Act). Any such notice
shall be deemed given when received by the addressee.

10. GOVERNING LAW. This Agreement shall be governed, construed and
interpreted in accordance with the laws of the State of New York, provided,
however, that nothing herein shall be construed as being inconsistent with the
1940 Act.

11. NOTICES. Any notice hereunder shall be in writing and shall be
delivered in person or by telex or facsimile (followed by delivery in person) to
the parties at the addresses set forth below.

If to the Fund:

The India Fund, Inc.
[622 Third Avenue]
New York, New York [10017]
Attn: Howard Singer
Chairman

If to the Investment Manager:

Advantage Advisers, Inc.
[622 Third Avenue]
New York, New York [10017]
Attn: Howard Singer
President

with a copy to:

Fahnestock & Co. Inc.
125 Broad Street
New York, New York 10004-2472
Attn: General Counsel

A-4

or to such other address as to which the recipient shall have informed the other
party in writing.

Unless specifically provided elsewhere, notice given as provided above
shall be deemed to have been given, if by personal delivery, on the day of such
delivery, and, if by facsimile and mail, on the date on which such facsimile or
mail is sent.

12. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto caused their duly authorized
signatories to execute this Agreement as of the day and year first written
above.

THE INDIA FUND, INC.

By: _____________________________
Name:
Title:

ADVANTAGE ADVISERS, INC.

By: _____________________________
Name:
Title:

A-5

Exhibit B
---------

COUNTRY ADVISORY AGREEMENT

Advantage Advisers, Inc.
622 Third Avenue
New York, New York 10017

[o], 2003

Imperial Investment Advisors Private Limited
Taj President - Mumbai
Room No. 802
90, Cuffe Parade
Mumbai - 400 005
India

Dear Sirs:

This will confirm the agreement among the undersigned (the "Investment
Manager") and you (the "Country Adviser") as follows:

1. The Investment Manager has been employed pursuant to a management
agreement dated as of [ o ], 2003 between an investment company (the "Company")
registered under the Investment Company Act of 1940, as amended (the "1940 Act")
and the Investment Manager. The Company engages in the business of investing and
reinvesting its assets in the manner and in accordance with the investment
objective and limitations specified in the Company's articles of incorporation,
as amended from time to time in the registration statement on Form N-2, as in
effect from time to time, and in such manner and to such extent as may from time
to time be authorized by the Board of Directors of the Company. Copies of the
documents referred to in the preceding sentence have been furnished to the
Country Adviser. Any amendments to these documents shall be furnished to the
Country Adviser.

2. Subject to the approval by the Company, the Investment Manager
engages the Country Adviser on an independent contractor relationship basis, to
(a) provide and procure statistical and factual information and research
regarding economic and political factors and trends in India and its surrounding
region and (b) provide or procure research and statistical data in relation to
investing and other opportunities in India and its surrounding region. The
Country Adviser will not make any investment decisions with respect to the
Company.

3. The Country Adviser shall, at its expense, provide office space,
office facilities and personnel reasonably necessary for performance by it of
the services to be provided by the Country Adviser pursuant to this Agreement.

B-1

4. The Country Adviser may contract on its own behalf with or
consult with such banks, other securities firms, brokers or other parties,
without additional expense to the Company, as it may deem appropriate regarding
research and statistical data or otherwise.

5. In consideration of the services to be rendered by the Country
Adviser under this Agreement, the Investment Manager shall pay the Country
Adviser a monthly fee in United States dollars on the fifth business day of each
month for the previous month as agreed from time to time by the Investment
Manager and the Country Adviser but not to exceed the annual rate of 1.10% of
the Fund's average weekly net assets. If the fee payable to the Investment
Adviser pursuant to this paragraph 5 begins to accrue before the end of any
month or if this Agreement terminates before the end of any month, the fee for
the period from such date to the end of such month or from the beginning of such
month to the date of termination, as the case may be, shall be prorated
according to the proportion which such period bears to the full month in which
such effectiveness or termination occurs.

6. The Country Adviser represents and warrants that it will be duly
registered and authorized as an investment adviser under the Investment Advisers
Act of 1940, as amended (the "Advisers Act"), and the Country Adviser agrees to
maintain effective all requisite registrations, authorizations and licenses, as
the case may be, until termination of this Agreement.

7. This Agreement shall continue in effect until two years from the
date hereof and shall continue in effect thereafter for successive annual
periods, provided that such continuance is specifically approved at least
annually (a) by the vote of a majority of the Company's outstanding voting
securities (as defined in the 1940 Act) or by the Company's Board of Directors
and (b) by the vote, cast in person at a meeting called for the purpose, of a
majority of the Company's directors who are not parties to this Agreement or
"interested persons" (as defined in the 1940 Act) of any such party.
Notwithstanding the above, this Agreement (a) may nevertheless be terminated at
any time, without penalty, by the Company's Board of Directors, by vote of
holders of a majority of the outstanding voting securities (as defined in the
1940 Act) of the Company or by the Investment Manager, upon 60 days' written
notice delivered to each party hereto, and (b) shall automatically be terminated
in the event of its assignment (as defined in the 1940 Act). Any such notice
shall be deemed given when received by the addressee.

8. Nothing herein shall be deemed to limit or restrict the right of
the Country Adviser, or any affiliate of the Country Adviser, or any employee of
the Country Adviser, to engage in any other business or to devote time and
attention to the management or other aspects of any other business, whether of a
similar or dissimilar nature, or to render services of any kind to any other
corporation, firm, individual or association. Nothing herein shall be construed
as constituting the Country Adviser an agent of the Investment Manager or the
Company.

9. This Agreement shall be governed by the laws of the State of New
York; PROVIDED, HOWEVER, that nothing herein shall be construed as being
inconsistent with the 1940 Act.

B-2

10. NOTICES. Any notice hereunder shall be in writing and shall be
delivered in person or by telex or facsimile (followed by delivery in person) to
the parties at the addresses set forth below.

If to the Country Adviser:

Imperial Investment Advisors Private Limited
Taj President - Mumbai
Room No. 802
90, Cuffe Parade
Mumbai - 400 005
India
Attn: Barbara Pires
Director

If to the Investment Manager:

Advantage Advisers, Inc.
[622 Third Avenue]
New York, New York [10017]
Attn: Bryan McKigney
Managing Director

or to such other address as to which the recipient shall have informed the other
party in writing.

11. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.

If the foregoing correctly sets forth the agreement between the
Investment Manager and the Country Adviser, please so indicate by signing and
returning to the Investment Manager the enclosed copy hereof.

Very truly yours,

ADVANTAGE ADVISERS, INC.

By:
--------------------
Name: Howard Singer
Title: President

B-3

ACCEPTED:

IMPERIAL INVESTMENT ADVISORS
PRIVATE LIMITED

By:
--------------------
Name: Barbara Pires
Title: Director

B-4

DETACH HERE

THE INDIA FUND, INC.
ANNUAL MEETING OF STOCKHOLDERS - APRIL 23, 2003

THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS

The undersigned hereby appoints Bryan McKigney, Barbara Pires, Daisy
Liguori, and each of them, attorneys and proxies for the undersigned, with full
power of substitution and revocation, to represent the undersigned at the Annual
Meeting of Stockholders of the Fund to be held at the offices of Simpson Thacher
& Bartlett, 425 Lexington Avenue, New York, New York 10017, in Conference Room
30J on the 30th Floor on Wednesday, April 23, 2003, at 2:00 p.m., and at any
adjournments thereof, upon the matters set forth in the Notice of Meeting and
Proxy Statement dated March 18, 2003 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 PROPOSALS 1, 2, 3 AND 4 (WHICH INCLUDES ALL NOMINEES FOR DIRECTOR). Please
refer to the Proxy Statement for a discussion of the Proposals.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

________________________________________ ___________________________________

----------------- ---------------
SEE REVERSE (CONTINUED, AND TO BE SIGNED AND DATED, SEE REVERSE
SIDE ON THE REVERSE SIDE.) SIDE
----------------- ---------------

DETACH HERE

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR"
PROPOSALS 1, 2, 3 AND 4 (INCLUDING ALL NOMINEES FOR DIRECTOR).

1. Election of Directors. 4. Approval of a fundamental policy
whereby the Fund would adopt an
Nominees (Class I) to serve until the interval fund structure.
year 2006 Annual Meeting:
| | | | | |
FOR AGAINST ABSTAIN
(01) Charles F. Barber; (02)
Jeswald W. Salacuse; (03)
Howard M. Singer

Nominee (Class III) to serve until the
year 2004 Annual Meeting of Stockholders

(04) J. Marc Hardy

| | | |
FOR WITHHOLD AUTHORITY 5. The persons named as proxies are | |
the nominees to vote for the authorized to vote in their
listed above nominees listed above discretion on any other business
as may properly come before the
| | ________________________________ Meeting.
(INSTRUCTION: To withhold authority to
vote for any individual nominee, write
that nominee's name in the space
provided above.) Please mark the box at right if you | |
plan to attend. Please bring valid
identification.

2. Approval of a new management
agreement between Advantage Advisers,
Inc. and the Fund.

| | | | | | CHANGE OF ADDRESS AND/OR COMMENTS MARK
FOR AGAINST ABSTAIN HERE | |

FOR AGAINST
ABSTAIN

3. Approval of a new country agreement Note: Please sign exactly as your name
between Advantage Advisers, Inc. and appears on this Proxy. If joint owners,
Imperial Investment Advisors Private EITHER may sign this Proxy. When signing
Limited. as attorney, executor, administrator,
trustee, guardian or corporate officer,
| | | | | | please given your full title.
FOR AGAINST ABSTAIN
PLEASE SIGN, DATE AND RETURN THE PROXY
PROMPTLY USING THE ENCLOSED ENVELOPE.

Signature:_________________ Date:_____________ Signature:_________________ Date:_____________