N-CSR
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED
SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT
COMPANIES
Investment
Company Act file number 811-08266
The
India Fund, Inc.
(Exact name of registrant as specified in charter)
345 Park Avenue
New York, NY 10154
(Address of principal executive offices) (Zip code)
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
(Name and address of agent for service)
Registrants telephone number, including area code:
212-583-5344
Date of fiscal year end:
December 31, 2007
Date of reporting period:
December 31, 2007
Form N-CSR is to be used by management investment companies to file reports with the Commission not
later than 10 days after the transmission to stockholders of any report that is required to be
transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR
270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory,
disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission
will make this information public. A registrant is not required to respond to the collection of
information contained in Form N-CSR unless the Form displays a currently valid Office of Management
and Budget (OMB) control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the burden to Secretary,
Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed
this collection of information under the clearance requirements of 44 U.S.C. § 3507.
Item 1. Reports to Stockholders.
The Report to Shareholders is attached herewith.
The India
Fund, Inc.
February 26, 2008
Dear Fund
Shareholder,
We are pleased to provide you with the audited financial
statements of The India Fund, Inc. (the Fund)
for the fiscal year ended December 31, 2007.
The Funds net asset value (NAV) per share was
$64.78 on December 31, 2007, representing an increase of
78.7%, including the reinvestment of dividends, from the
Funds NAV per share on December 31, 2006, which was
$42.65. The Fund slightly outperformed the IFC Investable
Index*, which gained 78.5% during the same period.
It was another impressive year for the Indian stock market, with
the BSE Sensex share index rising 66% in U.S. dollar terms.
Domestic currency strength contributed significantly to this
performance, with the Indian rupee appreciating 11% against the
U.S. dollar. Interestingly, the year 2007 didnt have
the most encouraging start for India, and even by mid-August,
the stock market was actually a laggard relative to much of the
region, having risen only 10% year-to-date. However, unlike most
other Asian markets which recovered from
Augusts turmoil only to see renewed weakness in the
fourth quarter the Indian stock market
maintained its momentum in the fourth quarter and never looked
back. As a result, approximately 85% of Indian equities
gains in 2007 came in the final 15 weeks of the year.
We believe the bulk of Indias outperformance in 2007 was
fundamentally driven, although we believe multiples expansion
(i.e., price earnings multiples) also played a role. Overall,
the Indian economy expanded 9.6% during the countrys
fiscal year ended March 31, 2007, the second straight year
of greater than 9% growth and the fastest growth rate seen since
1989. Foreign reserves surged to $270 billion by year-end,
a key factor keeping upward pressure on the Indian rupee. Indian
companies also delivered strong results, with corporate earnings
increasing over 20% as a result of both organic growth and in
some cases value-adding merger and acquisition activity. With
strong foreign and retail buying interest, the primary market
boomed, as companies raised a total of $10.9 billion,
double the $5.4 billion raised in 2006.
However, 2007 was not without challenges. Throughout the year,
the Indian government struggled to keep commodity-price
inflation under control. In addition, the rupees sharp
appreciation though a benefit for U.S. dollar
based investors presented another serious challenge
for the Indian government as well as Indias
export-oriented companies, including those
1
in the technology and textiles
industries. Partly in an effort to dampen foreign portfolio
inflows, in October 2007, Indias securities market
regulator, the Securities and Exchange Board of India
(SEBI), announced a total ban on foreign investments
executed through promissory notes, although in return investors
were reassured that their applications for Foreign Institutional
Investor (FII) status would be more efficiently and
expeditiously processed. Although SEBIs announcement was
initially expected to have serious repercussions for the market,
the investor sell-off was surprisingly mild and temporary which
we believe was a testament to both ample global liquidity and
the strong investor interest in Indias growth story. For
the year, FIIs bought $17.36 billion of Indian equities,
nearly equaling the cumulative amount invested by FIIs in Indian
equities in the previous two years.
After rising by almost 150% in U.S. dollar terms in the
past two years, we believe the Indian market will face stronger
headwinds in 2008, largely due to global uncertainties. We
believe unsettled global credit markets, worldwide commodity
inflation, and the potential for a U.S. recession are
likely to negatively impact all emerging markets this year.
However, we believe India can see another year of strong gross
domestic product expansion and corporate earnings growth largely
led by domestic consumption and investment. Within Asia, in our
opinion, India is arguably the least exposed to a U.S. led
global slowdown because of its more insular economy. Although
rising, gross exports remain only 15% of Indias gross
domestic product, compared to 38% for China, 97% for Malaysia,
65% for Taiwan and 61% for Thailand.
Domestically, we believe the news appears more positive for
India than on the global front. For investors, infrastructure
will continue to be a major theme as the Indian government plans
to earmark $492 billion for spending on infrastructure
(roads, power, ports, water, airport, railway, irrigation) over
the next 5 years. In addition, Indias central bank,
the Reserve Bank of India (RBI), already spent much
of 2007 increasing interest rates to combat inflation. As the
risk of inflation now appears to be receding, this could pave
the way for easing interest rates at some point in 2008 which
could have a positive impact on credit availability and consumer
spending. Finally, we believe a major theme that emerged last
year is the exciting number of investment opportunities found in
the small-cap and mid-cap segments of the Indian market. As many
of these high-quality companies continue to expand in size and
liquidity and deliver on earnings growth and
returns we believe these sectors will continue to
find favor with investors. We see exciting prospects for the
Indian market overall and maintain our positive outlook over the
medium to long term, notwithstanding the possibility of a short
term pullback.
2
THE
INDIA FUND, INC.
On behalf of the Board of Directors, we thank you for your
participation and continued support of the Fund. If you have any
questions, please do not hesitate to visit our website at
www.blackstone.com or call our toll-free number, 1-866-800-8933.
Sincerely,
Prakash Melwani
Director and President
* Please note that the
IFC Investable Index is an unmanaged index. Investors cannot
directly invest in the index. The index does not reflect
transaction costs or manager fees.
PAST PERFORMANCE IS NO
GUARANTEE OF FUTURE
RESULTS. There is
no guarantee that the Funds or any other investment
technique will be effective under all market conditions.
3
Fundamental
Periodic Repurchase Policy
The Fund has adopted the following
fundamental policy regarding periodic repurchases:
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a)
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The Fund will make offers to
repurchase its shares at semi-annual intervals pursuant to
Rule 23c-3
under the Investment Company Act of 1940, as amended from time
to time (Offers). The Board of Directors may place
such conditions and limitations on Offers as may be permitted
under
Rule 23c-3.
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b)
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14 days prior to the last
Friday of the Funds 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.
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c)
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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
the Funds first and third fiscal quarters, or the next
business day if such day is not a business day.
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d)
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Offers may be suspended or
postponed under certain circumstances, as provided for in
Rule 23c-3.
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(For further details, see
Note F to the Financial Statements.)
4
December 31,
2007
Schedule of Investments
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INDIA (100% of
holdings)
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COMMON
STOCKS (97.48% of holdings)
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NUMBER
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PERCENT OF
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OF
SHARES
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SECURITY
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HOLDINGS
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COST
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VALUE
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Apparel Manufacturers
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0.38%
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350,000
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Provogue (India), Ltd. (Preferential Shares)**
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$
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3,564,477
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$
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11,152,670
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3,564,477
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11,152,670
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Beverages
Alcoholic
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0.89%
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509,140
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United Spirits, Ltd.
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13,101,016
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25,722,453
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13,101,016
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25,722,453
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Building &
Construction
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1.63%
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676,365
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C&C Constructions, Ltd. (Preferential shares)**+
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4,000,008
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4,543,992
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900,542
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IVRCL Infrastructures and Projects, Ltd.
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5,422,405
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12,667,906
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608,843
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KEC International, Ltd.
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7,095,331
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12,704,375
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763,800
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Madhucon Projects, Ltd.
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5,199,722
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11,888,654
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601,900
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Nagarjuna Construction Co., Ltd.
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2,781,681
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5,388,314
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24,499,147
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47,193,241
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Cement
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1.60%
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355,894
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Grasim Industries, Ltd.
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17,215,341
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32,971,776
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1,000,000
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Sagar Cements, Ltd. (Preferential shares)**
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4,291,361
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10,157,808
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120,650
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UltraTech Cement, Ltd.
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2,657,051
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3,105,402
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24,163,753
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46,234,986
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Chemicals
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0.33%
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1,073,300
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United Phosphorus, Ltd.
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8,148,011
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9,498,086
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8,148,011
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9,498,086
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Coal
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0.28%
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2,382,550
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Gujarat NRE Coke, Ltd.
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6,162,015
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8,012,356
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6,162,015
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8,012,356
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Computer Software &
Programming
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7.95%
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3,115,577
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Infosys Technologies, Ltd.
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62,555,543
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139,784,000
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223,999
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KPIT Cummins Infosystems, Ltd.
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435,353
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760,113
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2,869,317
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Satyam Computer Services, Ltd.
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26,916,719
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32,697,037
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1,196,122
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Tanla Solutions, Ltd.
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12,182,556
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22,913,406
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605,162
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Tata Consultancy Services, Ltd.
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17,203,573
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16,633,319
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1,324,450
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Wipro, Ltd.
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15,637,413
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17,661,574
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134,931,157
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230,449,449
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Consumer Non-Durables
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2.31%
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4,635,899
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Hindustan Unilever, Ltd.
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23,013,741
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25,158,412
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7,830,195
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ITC, Ltd.
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23,605,152
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41,778,257
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46,618,893
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66,936,669
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5
THE
INDIA FUND, INC.
December 31,
2007
Schedule of Investments (continued)
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COMMON
STOCKS (continued)
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NUMBER
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PERCENT OF
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OF
SHARES
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SECURITY
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HOLDINGS
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COST
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VALUE
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Diversified Financial
Services
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3.95%
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46,521
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Edelweiss Capital, Ltd.
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$
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971,887
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$
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1,904,511
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705,150
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Indiabulls Financial Service, Ltd.
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3,751,344
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17,528,116
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4,808,465
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Infrastructure Development Finance Co., Ltd.
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8,632,355
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27,869,944
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62,995
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Motilal Oswal Financial Services, Ltd.
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2,313,464
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2,950,368
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4,897,447
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Power Finance Corp.
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16,680,473
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32,616,512
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337,267
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Reliance Capital, Ltd.
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6,952,584
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22,156,598
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1,482,642
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SREI Infrastructure Finance, Ltd.
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4,012,914
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9,578,962
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43,315,021
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114,605,011
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Diversified Industries
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1.46%
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110,750
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Aban Offshore, Ltd.
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6,259,851
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13,889,761
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180,200
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Adani Enterprises, Ltd.
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4,161,391
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5,252,614
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1,556,070
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Elecon Engineering Co., Ltd.
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3,303,295
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12,775,447
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69,339
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NEPC India, Ltd. GDR+
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3,467
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13,868
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105,892
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Sesa Goa, Ltd.
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9,066,696
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10,256,734
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22,794,700
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42,188,424
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Electronics &
Electrical Equipment
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10.86%
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419,745
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ABB, Ltd.
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1,438,932
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16,105,578
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119,318
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Bharat Electronics, Ltd.
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4,806,087
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6,362,618
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1,791,524
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Bharat Heavy Electricals, Ltd.
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14,324,120
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117,461,522
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538,425
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Easun Reyrolle Relays & Devices, Ltd.
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1,494,460
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4,893,158
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2,074,200
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Exide Industries, Ltd.
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2,726,201
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3,962,635
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660,000
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HBL Nife Power Systems, Ltd.
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2,857,900
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7,083,090
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610,010
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Indo Tech Transformers, Ltd.
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3,445,716
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11,304,105
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2,704,874
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Jyoti Structures, Ltd.
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2,874,046
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19,153,377
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3,432,935
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Kei Industries, Ltd.+
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4,987,889
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8,770,685
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286,600
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Lanco Infratech, Ltd.
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5,096,704
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6,130,106
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3,053,350
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NTPC, Ltd.
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12,576,756
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19,370,548
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1,280,300
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Punj Lloyd, Ltd.
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9,509,214
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18,018,075
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648,681
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|
|
Reliance Energy, Ltd.
|
|
|
8,758,206
|
|
|
|
35,130,647
|
|
|
518,984
|
|
|
Siemens India, Ltd.
|
|
|
6,519,089
|
|
|
|
24,930,719
|
|
|
115,487
|
|
|
Tata Power Company, Ltd.
|
|
|
2,402,930
|
|
|
|
4,309,923
|
|
|
512,745
|
|
|
UTV Software Communications, Ltd.
|
|
|
6,496,150
|
|
|
|
11,590,912
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
90,314,400
|
|
|
|
314,577,698
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Engineering
|
|
|
3.09%
|
|
|
|
|
|
|
|
|
|
|
2,465,520
|
|
|
Jaiprakash Associates, Ltd.
|
|
|
8,389,643
|
|
|
|
26,650,636
|
|
|
290,850
|
|
|
Larsen & Toubro, Ltd.
|
|
|
19,746,068
|
|
|
|
30,784,792
|
|
|
1,515,270
|
|
|
Thermax, Ltd.
|
|
|
3,043,406
|
|
|
|
32,098,812
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31,179,117
|
|
|
|
89,534,240
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6
THE
INDIA FUND, INC.
December 31,
2007
Schedule of Investments (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMMON
STOCKS (continued)
|
|
NUMBER
|
|
|
|
|
PERCENT OF
|
|
|
|
|
|
|
|
OF
SHARES
|
|
|
SECURITY
|
|
HOLDINGS
|
|
|
COST
|
|
|
VALUE
|
|
|
|
|
|
|
|
|
Finance
|
|
|
15.22%
|
|
|
|
|
|
|
|
|
|
|
435,000
|
|
|
Axis Bank, Ltd.
|
|
$
|
2,570,850
|
|
|
$
|
10,888,050
|
|
|
507,600
|
|
|
Bank of Baroda
|
|
|
2,969,207
|
|
|
|
5,918,888
|
|
|
1,042,200
|
|
|
Bank of India
|
|
|
5,348,351
|
|
|
|
9,663,123
|
|
|
670,000
|
|
|
Banking Index Benchmark Exchange Traded
Scheme Bank BeES
|
|
|
8,342,759
|
|
|
|
16,788,084
|
|
|
5,881,150
|
|
|
Dena Bank, Ltd.
|
|
|
7,368,914
|
|
|
|
12,705,313
|
|
|
1,210,713
|
|
|
HDFC Bank, Ltd.
|
|
|
20,898,533
|
|
|
|
53,072,940
|
|
|
1,295,548
|
|
|
Housing Development Finance Corp., Ltd.
|
|
|
19,419,658
|
|
|
|
94,415,752
|
|
|
3,501,241
|
|
|
ICICI Bank, Ltd.
|
|
|
34,361,429
|
|
|
|
109,474,297
|
|
|
1,981,181
|
|
|
Indian Bank
|
|
|
5,655,555
|
|
|
|
9,771,447
|
|
|
593,600
|
|
|
Kotak Mahindra Bank, Ltd.
|
|
|
12,088,669
|
|
|
|
19,521,104
|
|
|
921,500
|
|
|
Oriental Bank of Commerce
|
|
|
4,122,303
|
|
|
|
6,517,014
|
|
|
500,000
|
|
|
PSU Bank Benchmark Exchange Traded Scheme-PSU Bank BeES
|
|
|
3,965,086
|
|
|
|
4,107,156
|
|
|
884,631
|
|
|
Punjab National Bank, Ltd.
|
|
|
9,661,534
|
|
|
|
14,910,684
|
|
|
4,078,140
|
|
|
South Indian Bank, Ltd.
|
|
|
6,558,369
|
|
|
|
22,969,607
|
|
|
742,750
|
|
|
State Bank of India
|
|
|
3,596,997
|
|
|
|
44,679,951
|
|
|
45,550
|
|
|
State Bank of India GDR
|
|
|
525,435
|
|
|
|
5,557,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
147,453,649
|
|
|
|
440,960,510
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Services
|
|
|
0.15%
|
|
|
|
|
|
|
|
|
|
|
331,766
|
|
|
Network 18 Fincap Pvt, Ltd.+
|
|
|
772,928
|
|
|
|
4,329,414
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
772,928
|
|
|
|
4,329,414
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Food
|
|
|
0.31%
|
|
|
|
|
|
|
|
|
|
|
1,785,450
|
|
|
Balrampur Chini Mills, Ltd.
|
|
|
4,223,977
|
|
|
|
5,109,698
|
|
|
560,250
|
|
|
Lakshmi Energy & Foods, Ltd.
|
|
|
905,948
|
|
|
|
3,937,315
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,129,925
|
|
|
|
9,047,013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hotels &
Leisure
|
|
|
0.30%
|
|
|
|
|
|
|
|
|
|
|
2,172,230
|
|
|
Indian Hotels Co., Ltd.
|
|
|
6,550,944
|
|
|
|
8,793,081
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,550,944
|
|
|
|
8,793,081
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Media
|
|
|
1.35%
|
|
|
|
|
|
|
|
|
|
|
669,000
|
|
|
Balaji Telefilms, Ltd.
|
|
|
3,607,811
|
|
|
|
6,022,952
|
|
|
2,353,275
|
|
|
Deccan Chronicle Holdings, Ltd.
|
|
|
10,590,322
|
|
|
|
13,185,863
|
|
|
2,405,348
|
|
|
Zee Telefilms, Ltd.
|
|
|
12,119,951
|
|
|
|
20,034,904
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,318,084
|
|
|
|
39,243,719
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Metal
Diversified
|
|
|
1.65%
|
|
|
|
|
|
|
|
|
|
|
1,817,953
|
|
|
Sterlite Industries India, Ltd.
|
|
|
19,199,491
|
|
|
|
47,728,473
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,199,491
|
|
|
|
47,728,473
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7
THE
INDIA FUND, INC.
December 31,
2007
Schedule of Investments (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMMON
STOCKS (continued)
|
|
NUMBER
|
|
|
|
|
PERCENT OF
|
|
|
|
|
|
|
|
OF
SHARES
|
|
|
SECURITY
|
|
HOLDINGS
|
|
|
COST
|
|
|
VALUE
|
|
|
|
|
|
|
|
|
Petroleum Related
|
|
|
15.23%
|
|
|
|
|
|
|
|
|
|
|
677,900
|
|
|
Cairn India, Ltd.+
|
|
$
|
3,097,281
|
|
|
$
|
4,432,192
|
|
|
531,739
|
|
|
Indian Oil Corp., Ltd.
|
|
|
4,127,282
|
|
|
|
10,715,050
|
|
|
2,474,637
|
|
|
Oil and Natural Gas Corp., Ltd.
|
|
|
35,353,030
|
|
|
|
77,632,577
|
|
|
4,768,823
|
|
|
Reliance Industries, Ltd.
|
|
|
68,025,593
|
|
|
|
348,578,397
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
110,603,186
|
|
|
|
441,358,216
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pharmaceuticals
|
|
|
1.93%
|
|
|
|
|
|
|
|
|
|
|
851,481
|
|
|
Dishman Pharmaceuticals & Chemicals, Ltd.
|
|
|
4,039,845
|
|
|
|
8,011,461
|
|
|
1,086,350
|
|
|
Glenmark Pharmaceuticals, Ltd.
|
|
|
11,667,746
|
|
|
|
16,366,222
|
|
|
523,315
|
|
|
Lupin, Ltd.
|
|
|
6,066,043
|
|
|
|
8,413,668
|
|
|
801,400
|
|
|
Panacea Biotec, Ltd.
|
|
|
6,620,971
|
|
|
|
7,846,258
|
|
|
496,262
|
|
|
Sun Pharmaceutical Industries, Ltd.
|
|
|
9,297,359
|
|
|
|
15,386,451
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,691,964
|
|
|
|
56,024,060
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Publishing
|
|
|
0.04%
|
|
|
|
|
|
|
|
|
|
|
600,000
|
|
|
Business India Publications (Preferential Shares)
|
|
|
1,003,792
|
|
|
|
1,141,697
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,003,792
|
|
|
|
1,141,697
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate Operation /
Development
|
|
|
1.45%
|
|
|
|
|
|
|
|
|
|
|
386,662
|
|
|
DLF, Ltd.
|
|
|
4,972,447
|
|
|
|
10,534,001
|
|
|
416,250
|
|
|
Housing Development and Infrastructure, Ltd.
|
|
|
8,109,187
|
|
|
|
11,341,664
|
|
|
504,650
|
|
|
Indiabulls Real Estate, Ltd.+
|
|
|
2,513,322
|
|
|
|
9,550,772
|
|
|
491,237
|
|
|
Mahindra GESCO Developers, Ltd.
|
|
|
8,711,104
|
|
|
|
10,512,085
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,306,060
|
|
|
|
41,938,522
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shipbuilding
|
|
|
1.05%
|
|
|
|
|
|
|
|
|
|
|
676,150
|
|
|
Bharati Shipyard, Ltd.
|
|
|
2,580,887
|
|
|
|
13,197,062
|
|
|
234,987
|
|
|
Mundra Port and Special Economic Zone, Ltd
|
|
|
5,796,642
|
|
|
|
7,563,225
|
|
|
4,700,000
|
|
|
Pipavav Shipyard, Ltd.
|
|
|
9,488,959
|
|
|
|
9,539,515
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,866,488
|
|
|
|
30,299,802
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8
THE
INDIA FUND, INC.
December 31,
2007
Schedule of Investments (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMMON
STOCKS (continued)
|
|
NUMBER
|
|
|
|
|
PERCENT OF
|
|
|
|
|
|
|
|
OF
SHARES
|
|
|
SECURITY
|
|
HOLDINGS
|
|
|
COST
|
|
|
VALUE
|
|
|
|
|
|
|
|
|
Steel
|
|
|
9.43%
|
|
|
|
|
|
|
|
|
|
|
400,000
|
|
|
Adhunik Metaliks, Ltd.
|
|
$
|
2,194,471
|
|
|
$
|
2,339,718
|
|
|
710,514
|
|
|
Jindal Saw, Ltd.
|
|
|
8,762,093
|
|
|
|
19,452,383
|
|
|
268,137
|
|
|
Jindal Steel & Power, Ltd.
|
|
|
7,434,433
|
|
|
|
104,487,713
|
|
|
1,063,293
|
|
|
JSW Steel, Ltd.
|
|
|
7,935,557
|
|
|
|
35,567,643
|
|
|
433,750
|
|
|
Monnet Ispat & Energy, Ltd.
|
|
|
3,582,693
|
|
|
|
6,601,166
|
|
|
243,972
|
|
|
Shree Precoated Steels, Ltd.+
|
|
|
1,495,323
|
|
|
|
2,537,519
|
|
|
5,870,025
|
|
|
Steel Authority of India, Ltd.
|
|
|
16,845,705
|
|
|
|
42,347,878
|
|
|
3,492,667
|
|
|
Sujana Metals Products, Ltd.+
|
|
|
1,115,584
|
|
|
|
3,943,262
|
|
|
3,492,667
|
|
|
Sujana Towers, Ltd.+
|
|
|
4,196,719
|
|
|
|
17,394,660
|
|
|
1,357,865
|
|
|
Tata Steel, Ltd.
|
|
|
15,424,851
|
|
|
|
32,204,293
|
|
|
557,900
|
|
|
Welspun-Gujarat Stahl Rohren, Ltd
|
|
|
5,160,487
|
|
|
|
6,466,488
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
74,147,916
|
|
|
|
273,342,723
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Telecommunications
|
|
|
8.41%
|
|
|
|
|
|
|
|
|
|
|
5,100,560
|
|
|
Bharti Airtel, Ltd.+
|
|
|
68,667,405
|
|
|
|
128,701,305
|
|
|
6,075,371
|
|
|
Reliance Communication, Ltd.
|
|
|
46,252,391
|
|
|
|
115,064,429
|
|
|
++
|
|
|
Shyam Telecom, Ltd.+
|
|
|
14
|
|
|
|
1
|
|
|
8
|
|
|
Shyam Telelink, Ltd.+
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
114,919,810
|
|
|
|
243,765,735
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Televisions
|
|
|
0.61%
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|
Dish TV India, Ltd.+
|
|
|
2
|
|
|
|
2
|
|
|
628,220
|
|
|
Television Eighteen India, Ltd.
|
|
|
1,636,309
|
|
|
|
8,898,522
|
|
|
4,231,545
|
|
|
Zee News, Ltd.+
|
|
|
5,859,777
|
|
|
|
8,728,266
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,496,088
|
|
|
|
17,626,790
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Textiles
|
|
|
0.48%
|
|
|
|
|
|
|
|
|
|
|
1,091,621
|
|
|
Bombay Rayon Fashions, Ltd.
|
|
|
5,325,859
|
|
|
|
9,928,863
|
|
|
921,982
|
|
|
S. Kumars Nationwide, Ltd.+
|
|
|
1,845,303
|
|
|
|
3,865,470
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,171,162
|
|
|
|
13,794,333
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transportation
|
|
|
0.24%
|
|
|
|
|
|
|
|
|
|
|
139,771
|
|
|
Container Corp. of India, Ltd.
|
|
|
5,812,275
|
|
|
|
6,844,045
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,812,275
|
|
|
|
6,844,045
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vehicle Components
|
|
|
1.97%
|
|
|
|
|
|
|
|
|
|
|
1,471,125
|
|
|
Amtek Auto, Ltd.
|
|
|
6,685,101
|
|
|
|
15,879,491
|
|
|
662,864
|
|
|
ANG Auto, Ltd.
|
|
|
4,156,122
|
|
|
|
2,849,735
|
|
|
3,644,801
|
|
|
Cummins India, Ltd.
|
|
|
20,018,857
|
|
|
|
38,417,673
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,860,080
|
|
|
|
57,146,899
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9
THE
INDIA FUND, INC.
December 31,
2007
Schedule of Investments (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMMON
STOCKS (continued)
|
|
NUMBER
|
|
|
|
|
PERCENT OF
|
|
|
|
|
|
|
|
OF
SHARES
|
|
|
SECURITY
|
|
HOLDINGS
|
|
|
COST
|
|
|
VALUE
|
|
|
|
|
|
|
|
|
Vehicles
|
|
|
2.93%
|
|
|
|
|
|
|
|
|
|
|
264,646
|
|
|
Bajaj Auto, Ltd.
|
|
$
|
14,876,139
|
|
|
$
|
17,546,604
|
|
|
1,341,184
|
|
|
Mahindra & Mahindra, Ltd.
|
|
|
15,302,733
|
|
|
|
29,290,656
|
|
|
466,703
|
|
|
Maruti Udyog, Ltd.
|
|
|
9,786,507
|
|
|
|
11,722,930
|
|
|
1,393,193
|
|
|
Tata Motors, Ltd.
|
|
|
21,544,640
|
|
|
|
26,230,839
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
61,510,019
|
|
|
|
84,791,029
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
COMMON STOCKS
|
|
|
1,147,605,568
|
|
|
|
2,824,281,344
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PREFERRED
STOCK (0.09% of holdings)
|
|
|
|
|
|
|
|
|
|
|
|
|
Steel
|
|
|
0.09%
|
|
|
|
|
|
|
|
|
|
|
976,761
|
|
|
Tata Steel (Preferential Shares )
|
|
|
2,479,089
|
|
|
|
2,758,176
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
PREFERRED STOCK
|
|
|
2,479,089
|
|
|
|
2,758,176
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RIGHTS
(0.01% of holdings)
|
|
|
|
|
|
|
|
|
|
|
|
|
Electronics & Electrical
Equipment
|
|
|
0.01%
|
|
|
|
|
|
|
|
|
|
|
149,000
|
|
|
Exide Industries Rights
|
|
|
0
|
|
|
|
171,247
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
RIGHTS
|
|
|
0
|
|
|
|
171,247
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SHORT
-TERM INVESTMENTS (2.42% of holdings)
|
|
|
|
|
|
|
|
|
|
46,865,195
|
|
|
Birla Cash Plus Inst+
|
|
|
14,982,224
|
|
|
|
15,032,176
|
|
|
37,246,299
|
|
|
HDFC Liquid Fund Premium Plus
Plan Growth
|
|
|
14,982,224
|
|
|
|
15,030,533
|
|
|
67,562,885
|
|
|
Prudential ICICI Liquid Plan Super
Institutional Growth+
|
|
|
19,837,233
|
|
|
|
20,004,373
|
|
|
66,153,272
|
|
|
Reliance Liquidity Fund Growth Option+
|
|
|
19,837,233
|
|
|
|
19,997,539
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
SHORT-TERM INVESTMENTS
|
|
|
69,638,914
|
|
|
|
70,064,621
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
INVESTMENTS*
|
|
|
100.00%
|
|
|
$
|
1,219,723,571
|
|
|
$
|
2,897,275,388
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Footnotes and
Abbreviations
|
|
|
GDR
|
|
Global Depository
Receipts
|
|
|
|
+
|
|
Non-income producing.
|
++
|
|
Less than one share
|
*
|
|
As of December 31, 2007, the
aggregate cost for federal income tax purposes was $1,232,438,410
|
|
|
|
|
|
Excess of value over tax cost
|
|
$
|
1,667,510,931
|
|
Excess of tax cost over value
|
|
|
(2,673,953
|
)
|
|
|
|
|
|
|
|
$
|
1,664,836,978
|
|
|
|
|
|
|
|
|
|
**
|
|
Denotes restricted shares. Sale of
these shares is restricted for one year from the date of
purchase.
|
As of
December 31, 2007, the Fund held the following restricted
securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Security
|
|
Acquisition
Date
|
|
|
Cost
|
|
|
% of Net
Assets
|
|
|
|
C&C Constructions, Ltd.
|
|
|
02/20/2007
|
|
|
$
|
4,000,008
|
|
|
|
0.16
|
%
|
Provogue (India), Ltd.
|
|
|
03/02/2007
|
|
|
$
|
3,564,477
|
|
|
|
0.40
|
%
|
Sagar Cements, Ltd.
|
|
|
03/14/2007
|
|
|
$
|
4,291,361
|
|
|
|
0.37
|
%
|
10
See accompanying notes to financial
statements.
THE
INDIA FUND, INC.
Statement of Assets and
Liabilities
December 31,
2007
|
|
|
|
|
ASSETS
|
|
|
|
|
Investments, at value (Cost $1,219,723,571)
|
|
$
|
2,897,275,388
|
|
Cash (including Indian Rupees of $179,588,796 with a cost of
$179,393,022)
|
|
|
180,748,307
|
|
Receivables:
|
|
|
|
|
Dividends
|
|
|
1,358,231
|
|
Interest
|
|
|
4,456
|
|
Securities sold
|
|
|
30,918,172
|
|
Prepaid expenses
|
|
|
237,975
|
|
|
|
|
|
|
Total
Assets
|
|
|
3,110,542,529
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
Distributions Payable
|
|
|
347,787,179
|
|
Accrued tax and interest expense payable
|
|
|
4,963,632
|
|
Due to Investment Manager
|
|
|
2,131,234
|
|
Due to Administrator
|
|
|
439,464
|
|
Accrued Custodian fees
|
|
|
24,324
|
|
Accrued expenses
|
|
|
1,072,299
|
|
|
|
|
|
|
Total
Liabilities
|
|
|
356,418,132
|
|
|
|
|
|
|
Net
Assets
|
|
$
|
2,754,124,397
|
|
|
|
|
|
|
NET
ASSET VALUE PER SHARE
($2,754,124,397 / 42,516,770 shares issued and
outstanding)
|
|
$
|
64.78
|
|
|
|
|
|
|
|
|
|
|
|
NET
ASSETS CONSIST OF:
|
|
|
|
|
Capital stock, $0.001 par value; 48,537,743 shares
issued
(100,000,000 shares authorized)
|
|
$
|
48,337
|
|
Paid-in capital
|
|
|
1,035,671,623
|
|
Cost of 6,020,973 shares repurchased
|
|
|
(193,746,891
|
)
|
Distribution in excess of net investment income
|
|
|
(2,162,924
|
)
|
Accumulated net realized gain on investments
|
|
|
236,560,743
|
|
Net unrealized appreciation in value of investments, foreign
currency holdings and on translation of other assets and
liabilities denominated in foreign currency
|
|
|
1,677,753,509
|
|
|
|
|
|
|
|
|
$
|
2,754,124,397
|
|
|
|
|
|
|
11
See accompanying notes to financial
statements.
THE
INDIA FUND, INC.
|
|
|
|
|
|
|
|
|
Statement of Operations
|
|
For
the Year Ended December 31, 2007
|
|
|
Investment
Income
|
|
|
|
|
|
|
|
|
Dividends (net of taxes withheld of $0)
|
|
|
|
|
|
$
|
19,733,594
|
|
Interest (net of taxes withheld of $215,366)
|
|
|
|
|
|
|
1,508,811
|
|
|
|
|
|
|
|
|
|
|
Total
Investment Income
|
|
|
|
|
|
|
21,242,405
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
Management fees
|
|
|
20,086,320
|
|
|
|
|
|
Administration fees
|
|
|
4,188,263
|
|
|
|
|
|
Printing
|
|
|
652,280
|
|
|
|
|
|
Custodian fees
|
|
|
616,394
|
|
|
|
|
|
Legal fees
|
|
|
595,000
|
|
|
|
|
|
Tax Expense
|
|
|
420,229
|
|
|
|
|
|
Insurance
|
|
|
297,818
|
|
|
|
|
|
Audit fees and tax fees
|
|
|
294,198
|
|
|
|
|
|
Directors fees
|
|
|
201,800
|
|
|
|
|
|
NYSE fees
|
|
|
86,341
|
|
|
|
|
|
ICI fees
|
|
|
36,797
|
|
|
|
|
|
Transfer agent fees
|
|
|
24,580
|
|
|
|
|
|
Miscellaneous expenses
|
|
|
27,999
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Expenses
|
|
|
|
|
|
|
27,528,019
|
|
|
|
|
|
|
|
|
|
|
Net
Investment Loss
|
|
|
|
|
|
|
(6,285,614
|
)
|
|
|
|
|
|
|
|
|
|
Net
Realized and Unrealized Gain on Investments, Foreign Currency
Holdings and Translation of Other Assets and Liabilities
Denominated in Foreign Currency:
|
|
|
|
|
|
|
|
|
Net realized gain on:
|
|
|
|
|
|
|
|
|
Security transactions
|
|
|
|
|
|
|
589,053,349
|
|
Foreign currency related transactions
|
|
|
|
|
|
|
5,315,051
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
594,368,400
|
|
|
|
|
|
|
|
|
|
|
Net change in unrealized appreciation in value of investments,
foreign currency holdings and translation of other assets and
liabilities denominated in foreign currency
|
|
|
|
|
|
|
791,935,835
|
|
|
|
|
|
|
|
|
|
|
Net realized and unrealized gain on investments, foreign
currency holdings and translation of other assets and
liabilities denominated in foreign currency
|
|
|
|
|
|
|
1,386,304,235
|
|
|
|
|
|
|
|
|
|
|
Net increase in net assets resulting from operations
|
|
|
|
|
|
$
|
1,380,018,621
|
|
|
|
|
|
|
|
|
|
|
12
See accompanying notes to financial
statements.
THE
INDIA FUND, INC.
Statements of Changes in Net Assets
|
|
|
|
|
|
|
|
|
|
|
For the Year
|
|
|
For the Year
|
|
|
|
ended
|
|
|
ended
|
|
|
|
December 31,
2007
|
|
|
December 31,
2006
|
|
|
INCREASE
(DECREASE) IN NET ASSETS
|
|
|
|
|
|
|
|
|
Operations
|
|
|
|
|
|
|
|
|
Net investment loss
|
|
$
|
(6,285,614
|
)
|
|
$
|
(5,034,445
|
)
|
Net realized gain on investments and foreign currency related
transactions
|
|
|
594,368,400
|
|
|
|
217,410,941
|
|
Net change in unrealized appreciation in value of investments,
foreign currency holdings and translation of other assets and
liabilities denominated in foreign currency
|
|
|
791,935,835
|
|
|
|
370,390,791
|
|
|
|
|
|
|
|
|
|
|
Net increase in net assets resulting from operations before
income taxes
|
|
|
1,380,018,621
|
|
|
|
582,767,287
|
|
|
|
|
|
|
|
|
|
|
Income tax reversal (see note B)
|
|
|
|
|
|
|
20,551,036
|
|
|
|
|
|
|
|
|
|
|
Net increase in net assets resulting from operations after
income taxes
|
|
|
1,380,018,621
|
|
|
|
603,318,323
|
|
|
|
|
|
|
|
|
|
|
Distribution to
Shareholders
|
|
|
|
|
|
|
|
|
Net investment income ($0.13 per share, and $0.14 per share,
respectively)
|
|
|
(5,527,180
|
)
|
|
|
(4,699,809
|
)
|
Short term capital gains ($0.82 per share, and $0.14 per share,
respectively)
|
|
|
(34,863,751
|
)
|
|
|
(6,281,146
|
)
|
Long term capital gains ($8.66 per share, and $4.84 per share,
respectively)
|
|
|
(368,195,229
|
)
|
|
|
(204,622,749
|
)
|
|
|
|
|
|
|
|
|
|
Decrease in net assets resulting from distributions
|
|
|
(408,586,160
|
)
|
|
|
(215,603,704
|
)
|
|
|
|
|
|
|
|
|
|
Capital Share
Transactions
|
|
|
|
|
|
|
|
|
Reinvestments
(98,828 shares at $42.94 per share and 12,991, 7,067 and
33,894 shares at $44.79, $52.83 and $39.14 per share,
respectively)
|
|
|
4,243,663
|
|
|
|
2,281,888
|
|
Exercise of Rights
(0 and 13,206,525 shares at $34.00 per share, net of
expenses of $1,127,708 )
|
|
|
|
|
|
|
447,894,142
|
|
Shares repurchased under Repurchase Offer
(2,447,384 and 200,789 shares, respectively) (net of
repurchase fee of $2,749,918 and $163,183, respectively)
(including expenses of $135,162 and $268,361, respectively)
|
|
|
(134,892,365
|
)
|
|
|
(8,264,261
|
)
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in net assets resulting from capital
share transactions
|
|
|
(130,648,702
|
)
|
|
|
441,911,769
|
|
|
|
|
|
|
|
|
|
|
Total increase in net assets
|
|
|
840,783,759
|
|
|
|
829,626,388
|
|
|
|
|
|
|
|
|
|
|
NET
ASSETS
|
|
|
|
|
|
|
|
|
Beginning of period
|
|
|
1,913,340,638
|
|
|
|
1,083,714,250
|
|
|
|
|
|
|
|
|
|
|
End of period (distribution in excess of net investment income
of $2,162,924 and $2,366,395 respectively)
|
|
$
|
2,754,124,397
|
|
|
$
|
1,913,340,638
|
|
|
|
|
|
|
|
|
|
|
13
See accompanying notes to financial
statements.
THE
INDIA FUND, INC.
Financial Highlights
For
a Share Outstanding throughout Each Year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year
|
|
|
For the Year
|
|
|
For the Year
|
|
|
For the Year
|
|
|
For the Year
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
|
Dec. 31,
2007
|
|
|
Dec. 31,
2006
|
|
|
Dec. 31,
2005
|
|
|
Dec. 31,
2004
|
|
|
Dec. 31,
2003
|
|
|
|
|
Per Share
Operating Performance
|
Net asset value, beginning of year
|
|
$
|
42.65
|
|
|
$
|
34.07
|
|
|
$
|
28.47
|
|
|
$
|
23.76
|
|
|
$
|
12.72
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss)
|
|
|
(0.14
|
)2
|
|
|
(0.14
|
)2
|
|
|
0.04
|
2
|
|
|
0.08
|
2
|
|
|
0.11
|
2
|
Net realized and unrealized gain (loss) on investments, foreign
currency holdings, and translation of other assets and
liabilities denominated in foreign currency
|
|
|
31.82
|
|
|
|
13.83
|
|
|
|
11.35
|
|
|
|
6.14
|
|
|
|
11.00
|
|
Income tax (expense) reversal
|
|
|
|
|
|
|
0.56
|
3
|
|
|
(0.80
|
)4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) from investment operations after income
taxes
|
|
|
31.68
|
|
|
|
14.25
|
|
|
|
10.59
|
|
|
|
6.22
|
|
|
|
11.11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: dividends and distributions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(0.13
|
)
|
|
|
(0.14
|
)
|
|
|
(0.06
|
)
|
|
|
(0.01
|
)
|
|
|
(0.13
|
)
|
Short term capital gains
|
|
|
(0.82
|
)
|
|
|
(0.14
|
)
|
|
|
(0.51
|
)
|
|
|
|
|
|
|
|
|
Long term capital gains
|
|
|
(8.66
|
)
|
|
|
(4.84
|
)
|
|
|
(3.89
|
)
|
|
|
(1.51
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total dividends and distributions
|
|
|
(9.61
|
)
|
|
|
(5.12
|
)
|
|
|
(4.46
|
)
|
|
|
(1.52
|
)
|
|
|
(0.13
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital share transactions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anti-dilutive (dilutive) effect of Share Repurchase Program
|
|
|
0.06
|
|
|
|
|
5
|
|
|
(0.01
|
)
|
|
|
0.01
|
|
|
|
0.06
|
|
Anti-dilutive effect of Tender Offer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dilutive effect of Rights Offer
|
|
|
|
|
|
|
(0.55
|
)
|
|
|
(0.52
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital share transactions
|
|
|
0.06
|
|
|
|
(0.55
|
)
|
|
|
(0.53
|
)
|
|
|
0.01
|
|
|
|
0.06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of period
|
|
$
|
64.78
|
|
|
$
|
42.65
|
|
|
$
|
34.07
|
|
|
$
|
28.47
|
|
|
$
|
23.76
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per share market value, end of period
|
|
$
|
62.26
|
|
|
$
|
45.90
|
|
|
$
|
39.73
|
|
|
$
|
29.63
|
|
|
$
|
25.20
|
|
Total Investment
Return Based on:
|
Market
Value1
|
|
|
59.57
|
%
|
|
|
29.05
|
%
|
|
|
49.32
|
%
|
|
|
23.51
|
%
|
|
|
139.04
|
%
|
Ratios/Supplemental
Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets, end of period (in 000s)
|
|
$
|
2,754,124
|
|
|
$
|
1,913,341
|
|
|
$
|
1,083,714
|
|
|
$
|
644,672
|
|
|
$
|
556,811
|
|
Ratios of expenses after income taxes to average net assets
|
|
|
1.21
|
%
|
|
|
0.00
|
%
|
|
|
4.13
|
%
|
|
|
1.64
|
%
|
|
|
1.76
|
%
|
Ratios of expenses before income taxes to average net assets
|
|
|
1.21
|
%
|
|
|
1.41
|
%
|
|
|
1.49
|
%
|
|
|
1.64
|
%
|
|
|
1.76
|
%
|
Ratios of net investment income (loss) to average net assets
|
|
|
(0.28
|
)%
|
|
|
(0.34
|
)%
|
|
|
0.12
|
%
|
|
|
0.33
|
%
|
|
|
0.72
|
%
|
Portfolio turnover
|
|
|
29.39
|
%
|
|
|
35.02
|
%
|
|
|
50.28
|
%
|
|
|
35.90
|
%
|
|
|
33.89
|
%
|
14
See accompanying notes to financial
statements.
THE
INDIA FUND, INC.
Financial Highlights (concluded)
For
a Share Outstanding throughout Each Year
|
|
|
1 |
|
Total investment return is
calculated assuming a purchase of common stock at the market
price on the first day and a sale at the market price on the
last day of each period reported. Dividends and distributions,
if any, are assumed, for purposes of this calculation, to be
reinvested at prices obtained under the Funds dividend
reinvestment plan. Total investment return does not reflect
brokerage commissions or sales charges and is not annualized.
Past performance is not a guarantee of future results.
|
2 |
|
Based on average shares
outstanding.
|
3 |
|
A reversal of $20,551,036 was made
in 2006 to the prior years tax provision described below
(see Note B).
|
4 |
|
A provision of $25,507,350 was
made for U.S. federal income tax purposes for the fiscal
year ended December 31, 2005. This provision was made as,
at that time, it was unclear whether the Fund qualified as a
regulated investment company (a RIC) under
Subchapter M of the Internal Revenue Code for the taxable
year ended December 31, 2004 (see Note B).
|
5 |
|
Less than $0.01 per share.
|
15
See accompanying notes to financial
statements.
THE
INDIA FUND, INC.
|
|
Notes
to Financial Statements
|
December 31,
2007 |
NOTE A:
ORGANIZATION
The India Fund, Inc. (the Fund) was incorporated in
Maryland on December 27, 1993, and commenced operations on
February 23, 1994. The Fund operates through a branch in
the Republic of Mauritius. The Fund is registered under the
Investment Company Act of 1940, as amended (the 1940
Act), as a
non-diversified
closed-end management investment company. The Funds
investment objective is
long-term
capital appreciation by investing primarily in Indian equity
securities.
NOTE B:
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following significant accounting policies are in conformity
with generally accepted accounting principles in the United
States of America (GAAP), which are consistently
followed by the Fund in the preparation of its financial
statements.
The preparation of financial statements in conformity with GAAP
requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of increases
and decreases in net assets from operations during the reported
period. Actual results could differ from those estimates.
Significant
accounting policies are as follows:
Portfolio Valuation. Investments are stated at value
in the accompanying financial statements. All securities for
which market quotations are readily available are valued at:
|
|
|
|
(i)
|
the last sales price prior to the time of determination, if
there was a sale on the date of determination,
|
|
|
(ii)
|
at the mean between the last current bid and asked prices, if
there was no sales price on such date and bid and asked
quotations are available, or
|
|
|
(iii)
|
at the bid price if there was no sales price on such date and
only bid quotations are available.
|
Securities that are traded
over-the-counter
are valued, if bid and asked quotations are available, at the
mean between the current bid and asked prices. Securities for
which sales prices and bid and asked quotations are not
available on the date of determination may be valued at the most
recently available prices or quotations under policies adopted
by the Board of Directors. Investments in short-term debt
securities having a maturity of 60 days or less are valued
at amortized cost which approximates market value. Securities
for which market values are not readily ascertainable are
carried at fair value as determined in good faith by or under
the supervision of the Board of Directors. The net asset value
per share of the Fund is calculated weekly and at the end of
each month.
Investment Transactions and Investment
Income. Investment transactions are accounted for on
the trade date. The cost of investments sold is determined by
use of the specific identification method for both
16
THE
INDIA FUND, INC.
|
|
Notes
to Financial Statements (continued)
|
December 31,
2007 |
financial reporting and income tax reporting purposes. Interest
income is recorded on the accrual basis; dividend income is
recorded on the ex-dividend date or, using reasonable diligence,
when known. The collectibility of income receivable from Indian
securities is evaluated periodically, and any resulting
allowances for uncollectible amounts are reflected currently in
the determination of investment income.
Tax Status. No provision is made for
U.S. federal income or excise taxes for 2007 as it is the
Funds intention to continue to qualify as a regulated
investment company (a RIC) under Subchapter M
of the Internal Revenue Code of 1986, as amended (the
Code) and to make the requisite distributions to its
shareholders that will be sufficient to relieve it from all or
substantially all federal income and excise taxes.
For the year ended December 31, 2005, a provision of
$25,507,350 was made for U.S. federal income tax purposes
as, at that time, it was unclear whether the Fund qualified as a
RIC under Subchapter M of the Code for the taxable year ended
December 31, 2004. In order to preserve the Funds
status as a RIC under Subchapter M of the Code for the taxable
year ended December 31, 2004, on April 20, 2006 the
Fund distributed a deficiency dividend to shareholders in the
amount of $1.07 per share, of which $0.95 per share
was designated as a Capital Gain Dividend. Under the deficiency
dividend procedure, the maximum amount that the Fund will be
obligated to pay to the Internal Revenue Service in interest and
penalties is approximately $4,956,314. Accordingly, a reversal
of $20,551,036 was made in 2006 to the prior years tax
provision.
Income and capital gain distributions are determined in
accordance with U.S. federal income tax regulations, which
may differ from GAAP.
The tax character of distributions paid during the year ended
December 31, 2007 were as follows:
|
|
|
|
|
Ordinary income
|
|
$
|
40,390,931
|
|
Long term capital gains
|
|
|
368,195,229
|
|
|
|
|
|
|
Total
|
|
$
|
408,586,160
|
|
|
|
|
|
|
At December 31, 2007, the Fund had the following
undistributed income on a tax basis:
|
|
|
|
|
Ordinary income
|
|
$
|
29,742,396
|
|
Long term capital gains
|
|
|
217,370,263
|
|
Foreign Currency Translation. The books and records
of the Fund are maintained in U.S. dollars. Foreign
currency amounts are translated into U.S. dollars on the
following basis:
|
|
|
|
(i)
|
value of investment securities, assets and liabilities at the
prevailing rates of exchange on the valuation date; and
|
|
|
|
|
(ii)
|
purchases and sales of investment securities and investment
income at the relevant rates of exchange prevailing on the
respective dates of such transactions.
|
17
THE
INDIA FUND, INC.
|
|
Notes
to Financial Statements (continued)
|
December 31,
2007 |
The Fund generally does not isolate the effect of fluctuations
in foreign exchange rates from the effect of fluctuations in the
market prices of securities. However, the Fund does isolate the
effects of fluctuations in foreign currency rates when
determining the gain or loss upon the sale of foreign currency
denominated debt obligations pursuant to U.S. federal
income tax regulations; such amounts are categorized as foreign
currency gains or losses for federal income tax purposes. The
Fund reports certain realized foreign exchange gains and losses
as components of realized gains and losses for financial
reporting purposes, whereas such amounts are treated as ordinary
income for U.S. federal income tax reporting purposes.
Securities denominated in currencies other than
U.S. dollars are subject to changes in value due to
fluctuations in foreign exchange rates. Foreign security and
currency transactions may involve certain considerations and
risks not typically associated with those of domestic origin as
a result of, among other factors, the level of governmental
supervision and regulation of foreign securities markets, the
possibility of political or economic instability and the fact
that foreign securities markets may be smaller and may have less
developed and less reliable settlement and share registration
procedures.
Distribution of Income and Gains. The Fund intends
to distribute annually to shareholders substantially all of its
net investment income, including foreign currency gains, and to
distribute annually any net realized gains after the utilization
of available capital loss carryovers. An additional distribution
may be made to the extent necessary to avoid payment of a 4%
U.S. federal excise tax.
Distributions to shareholders are recorded on the ex-dividend
date. The amount of dividends and distributions from net
investment income and net realized gains are determined in
accordance with federal income tax regulations, which may differ
from GAAP. These book/tax differences are either
considered temporary or permanent in nature. To the extent these
differences are permanent in nature, such amounts are
reclassified at the end of each fiscal year with the capital
accounts based on their U.S. federal tax-basis treatment;
temporary differences do not require reclassification. Dividends
and distributions which exceed net investment income and net
realized capital gains for financial reporting purposes but not
for tax purposes are reported as dividends in excess of net
investment income and net realized capital gains. To the extent
they exceed net investment income and net realized gains for tax
purposes, they are reported as distributions of additional
paid-in capital.
During the year ended December 31, 2007, the Fund
reclassified $12,016,265 from accumulated realized gain on
investments to over distribution of net investment income. This
was the result of currency and investments in Passive Foreign
Investment Companies, and net assets were not affected by this
reclassification.
NOTE C: MANAGEMENT,
INVESTMENT ADVISORY, ADMINISTRATIVE SERVICES AND
DIRECTORS
Blackstone Asia Advisors L.L.C. (Blackstone
Advisors), an affiliate of The Blackstone Group L.P.
(Blackstone), serves as the Funds Investment
Manager under the terms of a management agreement
18
THE
INDIA FUND, INC.
|
|
Notes
to Financial Statements (continued)
|
December 31,
2007 |
dated March 16, 2006 (the Management
Agreement). Blackstone Fund Services India Private Limited
(Blackstone India), an affiliate of Blackstone,
serves as the Funds Country Adviser under the terms of a
country advisory agreement dated March 16, 2006 (the
Country Advisory Agreement). Pursuant to the
Management Agreement, Blackstone Advisors supervises the
Funds investment program and is responsible on a
day-to-day
basis for investing the Funds portfolio in accordance with
its investment objective and policies. Pursuant to the Country
Advisory Agreement, Blackstone India provides statistical and
factual information and research regarding economic and
political factors and investment opportunities in India to
Blackstone Advisors. For its services, Blackstone Advisors
receives monthly fees at an annual rate of: (i) 1.10% for
the first $500,000,000 of the Funds average weekly net
assets; (ii) 0.90% for the next $500,000,000 of the
Funds average weekly net assets; (iii) 0.85% for the
next $500,000,000 of the Funds average weekly net assets;
and (iv) 0.75% of the Funds average weekly net assets
in excess of $1,500,000,000. Blackstone India receives from
Blackstone Advisors a monthly fee at an annual rate of 0.10% of
the Funds average weekly net assets. For the year ended
December 31, 2007, the Fund paid a total of $20,086,320 in
management fees to Blackstone Advisors.
Blackstone Advisors also serves as the Funds Administrator
pursuant to an administration agreement dated January 1,
2006. Blackstone Advisors provides certain administrative
services to the Fund. For its services, Blackstone Advisors
receives a fee that is computed monthly at an annual rate of:
(i) 0.20% of the value of the Funds average monthly
net assets for the first $1,500,000,000 of the Funds
average monthly net assets and (ii) 0.15% of the value of
the Funds average monthly net assets in excess of
$1,500,000,000 of the Funds average monthly net assets.
For the year ended December 31, 2007, the Fund paid a total
of $4,167,265 in administrative fees to Blackstone Advisors.
Blackstone Advisors subcontracts certain of these services to
PFPC Inc.
In addition, Multiconsult Ltd. (the Mauritius
Administrator) provides certain administrative services
relating to the operation and maintenance of the Fund in
Mauritius. The Mauritius Administrator receives a monthly fee of
$1,500 and is reimbursed for certain additional expenses. For
the year ended December 31, 2007, fees and expenses of the
Mauritius Administrator amounted to $20,998.
The Fund pays each of its directors who is not a director,
officer or employee of Blackstone Advisors, Blackstone India or
any affiliate thereof (each Independent Director) an
annual fee of $20,000. The Fund pays an additional annual fee of
$10,000 to the Chairman of the Fund. The Fund also pays each
Independent Director a fee of (i) $2,000 for each in-person
meeting, including each in-person committee meeting;
(ii) $4,000 for traveling to Mauritius to attend an
in-person meeting; (iii) $1,000 for each telephonic meeting
of thirty minutes or less; and (iv) $1,500 for each
telephonic meeting lasting over thirty minutes. In addition, the
Fund reimburses all directors for travel and
out-of-pocket
expenses incurred in connection with Board of Directors meetings.
19
THE
INDIA FUND, INC.
|
|
Notes
to Financial Statements (continued)
|
December 31,
2007 |
NOTE D: PORTFOLIO
ACTIVITY
Purchases and sales of securities, other than short-term
obligations, aggregated $655,999,065 and $1,099,425,862
respectively, for the year ended December 31, 2007.
NOTE E: FOREIGN
INCOME TAX
The Fund conducts its investment activities in India as a tax
resident of Mauritius and expects to obtain benefits under the
double taxation treaty between Mauritius and India (the
tax treaty or treaty). To obtain
benefits under the tax treaty, the Fund must meet certain tests
and conditions, including the establishment of Mauritius tax
residence and related requirements. The Fund has obtained a
certificate from the Mauritian authorities that it is a resident
of Mauritius under the tax treaty between Mauritius and India.
Under current regulations, a fund which is a tax resident in
Mauritius under the treaty, but has no branch or permanent
establishment in India, will not be subject to capital gains tax
in India on the sale of securities or to tax on dividends paid
by Indian companies. The Fund is subject to and accrues Indian
withholding tax on interest earned on Indian securities at the
rate of 20.91%.
The Fund will, in any year that it has taxable income for
Mauritius tax purposes, pay tax on its net income for Mauritius
tax purposes at any rate between 0% and 15%.
The Fund continues to: (i) comply with the requirements of
the tax treaty between India and Mauritius; (ii) be a tax
resident of Mauritius; and (iii) maintain that its central
management and control resides in Mauritius, and therefore
management believes that the Fund will be able to obtain the
benefits of the tax treaty between India and Mauritius.
Accordingly, no provision for Indian income taxes has been made
in accompanying financial statements of the Fund for taxes
related to capital gains or dividends.
The foregoing is based upon current interpretation and practice
and is subject to future changes in Indian or Mauritian tax laws
and in the treaty between India and Mauritius.
NOTE F: SEMI-ANNUAL
REPURCHASE OFFERS
In February 2003, the Board of Directors approved, subject to
stockholder approval, a fundamental policy whereby the Fund
would adopt an interval fund structure pursuant to
Rule 23c-3
under the 1940 Act. Stockholders of the Fund approved the policy
on April 30, 2003. As an interval fund, the Fund makes
semi-annual repurchase offers at net asset value (less a 2%
repurchase fee) to all Fund stockholders. The percentage of
outstanding shares that the Fund can repurchase in each offer is
established by the Funds Board of Directors shortly before
the commencement of each semi-annual offer and is between 5% and
25% of the Funds then-outstanding shares.
20
THE
INDIA FUND, INC.
|
|
Notes
to Financial Statements (continued)
|
December 31,
2007 |
During the year ended December 31, 2007, the results of the
semi-annual repurchase offers were as follows:
|
|
|
|
|
|
|
Repurchase
Offer #8
|
|
Repurchase
Offer #9
|
|
|
|
|
|
Commencement Date
|
|
February 23, 2007
|
|
August 24, 2007
|
|
|
|
|
|
Expiration Date
|
|
March 16, 2007
|
|
September 14, 2007
|
|
|
|
|
|
Repurchase Offer Date
|
|
March 23, 2007
|
|
September 21, 2007
|
|
|
|
|
|
% of Issued and Outstanding Shares of Common Stock
|
|
5%
|
|
5%
|
|
|
|
|
|
Shares Validly Tendered
|
|
209,659.0000
|
|
7,375,410.0000
|
|
|
|
|
|
Final Pro-ration Odd Lot Shares
|
|
no proration
|
|
113,785.27
|
|
|
|
|
|
Final Pro-ration Non-Odd Lot Shares
|
|
no proration
|
|
2,123,939.734
|
|
|
|
|
|
% of Non-Odd Lot Shares Accepted
|
|
no proration
|
|
29.28000%
|
|
|
|
|
|
Shares Accepted for Tender
|
|
209,659.0000
|
|
2,237,725.0000
|
|
|
|
|
|
Net Asset Value as of Repurchase Offer Date ($)
|
|
41.30
|
|
57.58
|
|
|
|
|
|
Repurchase Fee per Share ($)
|
|
0.8260
|
|
1.1515
|
|
|
|
|
|
Repurchase Offer Price ($)
|
|
40.4740
|
|
56.4285
|
|
|
|
|
|
Repurchase Fee ($)
|
|
173,178
|
|
2,576,740
|
|
|
|
|
|
Expenses ($)
|
|
51,039
|
|
84,123
|
|
|
|
|
|
Total Cost ($)
|
|
8,536,777
|
|
126,355,588
|
|
|
|
|
|
21
THE
INDIA FUND, INC.
|
|
Notes
to Financial Statements (continued)
|
December 31,
2007 |
During the year ended December 31, 2006, the results of the
semi-annual repurchase offer were as follows:
|
|
|
|
|
|
|
Repurchase
Offer #6
|
|
Repurchase
Offer #7
|
|
|
|
|
|
Commencement Date
|
|
February 24, 2006
|
|
August 25, 2006
|
|
|
|
|
|
Expiration Date
|
|
March 17, 2006
|
|
September 15, 2006
|
|
|
|
|
|
Repurchase Offer Date
|
|
March 24, 2006
|
|
September 22, 2006
|
|
|
|
|
|
% of Issued and Outstanding Shares of Common Stock
|
|
5%
|
|
5%
|
|
|
|
|
|
Shares Validly Tendered
|
|
150,937.1444
|
|
49,852.2809
|
|
|
|
|
|
Final Pro-ration Odd Lot Shares
|
|
no proration
|
|
no proration
|
|
|
|
|
|
Final Pro-ration Non-Odd Lot Shares
|
|
no proration
|
|
no proration
|
|
|
|
|
|
% of Non-Odd Lot Shares Accepted
|
|
no proration
|
|
no proration
|
|
|
|
|
|
Shares Accepted for Tender
|
|
150,937.1444
|
|
49,852.2809
|
|
|
|
|
|
Net Asset Value as of Repurchase Offer Date ($)
|
|
41.05
|
|
39.38
|
|
|
|
|
|
Repurchase Fee per Share ($)
|
|
0.8210
|
|
0.7876
|
|
|
|
|
|
Repurchase Offer Price ($)
|
|
40.2290
|
|
38.5910
|
|
|
|
|
|
Repurchase Fee ($)
|
|
123,919
|
|
39,264
|
|
|
|
|
|
Expenses ($)
|
|
151,493
|
|
116,868
|
|
|
|
|
|
Total Cost ($)
|
|
6,223,543
|
|
2,040,718
|
|
|
|
|
|
22
THE
INDIA FUND, INC.
|
|
Notes
to Financial Statements (continued)
|
December 31,
2007 |
NOTE G: 2005
RIGHTS OFFER
On December 17, 2004, the Fund commenced a rights offering
and issued to stockholders as of December 17, 2004 one
right for each share of common stock held. The rights were not
transferable and, consequently, were not listed on any exchange.
The rights entitled holders to subscribe for an aggregate of
7,546,991 shares of the Funds common stock. In
addition, the Fund had the option of issuing additional shares
in an amount up to 25% of the shares that were available in the
primary offering, or 1,886,747 shares, for an aggregate
total of 9,433,738 shares. The offer expired on
January 31, 2005. The Fund sold 9,433,738 shares at
the subscription price per share of $26.50 (representing 95% of
the Funds net asset value per share on the expiration date
of the offer). The total proceeds of the rights offering were
$249,994,057, and the Fund incurred costs of $572,549.
NOTE H: 2006
RIGHTS OFFER
On July 3, 2006, the Fund commenced a second rights
offering and issued to stockholders as of July 3, 2006 one
right for each share of common stock held. The rights were not
transferable and, consequently, were not listed on any exchange.
The rights entitled holders to subscribe for an aggregate of
10,565,220 shares of the Funds common stock. In addition,
the Fund had the option of issuing additional shares in an
amount up to 25% of the shares that were available in the
primary offering, or 2,641,305 shares, for an aggregate total of
13,206,525 shares. The offer expired on August 4, 2006. The
Fund sold 13,206,525 shares at the subscription price per
share of $34.00 (representing 95% of the Funds net asset
value per share on the expiration date of the offer). The total
proceeds of the rights offering were $449,021,850, and the Fund
incurred costs of $1,127,708.
NOTE I:
CONCENTRATION OF RISKS
At December 31, 2007, substantially all of the Funds
net assets were invested in Indian securities. The Indian
securities markets are among other things substantially smaller,
less developed, less liquid, subject to less regulation and more
volatile than the securities markets in the United States.
Consequently, and as further discussed above, acquisitions and
dispositions of securities by the Fund involve special risks and
considerations not present with respect to U.S. securities.
At December 31, 2007, the Fund has a concentration of its
investment in finance, petroleum-related and diversified
industries. The values of such investments may be affected by
changes in such industry sectors.
Securities denominated in currencies other than
U.S. dollars are subject to changes in value due to
fluctuations in foreign exchange. Foreign security and currency
transactions involve certain considerations and risks not
typically associated with those of domestic origin as a result
of, among other factors, the level of governmental supervision
and regulation of foreign securities markets and the
possibilities of political or economic instability, the fact
that foreign securities markets may be smaller and less
developed and the fact that securities, tax and corporate laws
may have only recently developed or are in developing stages,
and laws may not exist to cover all contingencies or to protect
investors adequately.
23
THE
INDIA FUND, INC.
|
|
Notes
to Financial Statements (continued)
|
December 31,
2007 |
In the normal course of business, the Fund may enter into
contracts that contain a variety of representations and
warranties and which may provide for general indemnifications.
The Funds maximum exposure under these arrangements is
unknown, as this would involve future claims that may be made
against the Fund that have not yet occurred. However, based on
experience, management expects the risk of loss to be remote.
NOTE J:
RECENT ACCOUNTING PRONOUNCEMENTS
In June 2006, the Financial Accounting Standards Board (FASB)
issued FASB Interpretation 48 (FIN 48),
Accounting for Uncertainty in Income Taxes. This
standard defines the minimum threshold for financial statement
recognition of the benefit of positions taken in filing tax
returns as more-likely-than-not to be sustained by
the relevant taxing authority and requires measurement of a tax
position meeting the more-likely-than not criterion. Management
has analyzed the Funds tax positions taken on income tax
returns in all jurisdictions for all open tax years (tax years
ended December 31, 2003 - 2007) for purposes of
implementing FIN 48, and has concluded that no provision
for income tax is required in the Funds financial
statements except as discussed in Note B. Management is not
aware of any events that are to occur in the next twelve months
that would result in the amount of any unrecognized tax benefits
significantly increasing or decreasing for the Fund.
The Fund files U.S. federal income tax returns and returns
in various foreign jurisdictions in which it invests. While the
statute of limitations remains open to examine the Funds
U.S. federal income tax returns filed for the fiscal years
2004 to 2006, no examinations are in progress or anticipated at
this time. The Fund is not aware of any tax positions for which
it is reasonably possible that the total amounts of unrecognized
tax benefits will significantly change in the next twelve months.
In September 2006, Statement of Financial Accounting Standards
No. 157, Fair Value Measurements
(SFAS 157), was issued and is effective for
fiscal years beginning after November 15, 2007, and interim
periods within those fiscal years. SFAS 157 defines fair
value, establishes a framework for measuring fair value and
expands disclosures about fair value measurements. As of
December 31, 2007, Management does not believe the adoption
of SFAS No. 157 will impact the amounts reported in
the Funds financial statements; however, Management is
currently evaluating the impact the adoption of SFAS 157
will have on the Funds financial statement disclosures.
The Fund will be adopting SFAS 157 effective with the
March 31, 2008 quarterly reporting on portfolio holdings.
24
THE
INDIA FUND, INC.
Report of Independent
Registered Public Accounting Firm
To the Board of Directors and Shareholders of
The India Fund, Inc.
In our opinion, the accompanying statement of assets and
liabilities, including the schedule of investments, and the
related statement of operations and statements of changes in net
assets and the financial highlights present fairly, in all
material respects, the financial position of The India Fund,
Inc. (hereafter referred to as the Fund) at
December 31, 2007, the results of its operations for the
year then ended, the changes in its net assets for each of the
two years in the period then ended and the financial highlights
for each of the five years in the period then ended, in
conformity with accounting principles generally accepted in the
United States of America. These financial statements and
financial highlights (hereafter referred to as financial
statements) are the responsibility of the Funds
management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our
audits of these financial statements in accordance with the
standards of the Public Company Accounting Oversight Board
(United States.) Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant
estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits,
which included confirmation of securities at December 31,
2007 by correspondence with the custodian and brokers, provide a
reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 22, 2008
25
THE
INDIA FUND, INC.
The following sections of this Annual Report are not a part of
the audited financial statements.
Continuation of the Management
Agreement
Approval
of Continuation of Management Agreement
The Investment Company Act of 1940, as amended (the 1940
Act), requires that the Funds Board of Directors,
including a majority of its Directors who are not affiliated
with the Funds investment adviser (the Independent
Directors) voting separately, approve the Funds
advisory agreements and the related fees for its initial term of
two years and on an annual basis thereafter at a meeting called
for the purpose of voting on the agreements approval or
continuation. At a meeting held in person on October 23,
2007, the Board, including the Independent Directors, considered
the first annual continuation of the management agreement (the
Management Agreement) dated March 16, 2006
between the Fund and Blackstone Asia Advisors L.L.C.
(Blackstone Advisors) as well as the country
advisory agreement (the Country Advisory Agreement)
dated March 16, 2006 between Blackstone Advisors and
Blackstone Fund Services India Private Limited
(Blackstone India). At the meeting, the Board, including
the Independent Directors, unanimously approved the continuation
of the Management Agreement for an additional one-year term, or
through March 15, 2009. In making this decision, the
Independent Directors were represented by independent counsel
(independent counsel) who assisted them in their
deliberations prior to and during the Board meeting and in an
executive session with just the Independent Directors and their
independent counsel present. The Board of Directors also
approved the continuation of the administration agreement dated
January 1, 2006 between the Fund and Blackstone Advisors,
pursuant to which Blackstone Advisors serves as the Funds
administrator.
In considering the continuation of the Management Agreement and
the Country Advisory Agreement, the Independent Directors,
through their independent counsel, requested and received
information from Blackstone Advisors and Blackstone India, which
included, among other things, information about Blackstone
Advisors and Blackstone Indias business, personnel
and operations, services, compensation from and other benefits
from its relation with the Fund and compliance activities. The
materials provided by Blackstone Advisors and Blackstone India
also included information regarding the Funds investment
performance and expenses compared to those of other funds with
investment objectives and policies similar to those of the Fund
and to the Funds comparative index as well as an analysis
of the profitability of the investment advisory relationship to
Blackstone Advisors. Fund counsel provided the Board a
memorandum outlining its legal duties. Independent counsel
provided a memorandum to the Independent Directors outlining
their responsibilities with respect to approval of the
Management Agreement and the Country Advisory Agreement. This
information supplemented the information received by the Board
at meetings throughout the past year and the Directors
general knowledge and familiarity of the Fund, including their
knowledge and familiarity with the investment management
capabilities of Blackstone Advisors and Blackstone India and the
scope and quality of their services to the Fund. The information
and materials provided by Blackstone Advisors and Blackstone
India in connection with the Boards consideration of the
continuation of the Management Agreement and the Country
Advisory Agreement were reviewed in light of commitments and
undertakings made by Blackstone
26
THE
INDIA FUND, INC.
Continuation of the Management
Agreement
(continued)
Advisors and Blackstone India in connection with the
Boards approval of the Management Agreement and the
Country Advisory Agreement for their initial terms as to
Blackstone Advisors and Blackstone Indias plans and
intentions for the management, operations and administration of
the Fund and the Funds compliance program.
In considering the continuation of the Management Agreement and
the Country Advisory Agreement, the Board considered the
following factors, among others:
1. The qualifications of Blackstone Advisors and
Blackstone India, including the nature, extent and quality of
the services to be provided and the investment performance of
the Fund. Blackstone Advisors and Blackstone India. The
Directors reviewed the services that Blackstone Advisors and
Blackstone India provide to the Fund, including, but not limited
to, making the day-to-day decisions for investing the
Funds assets in accordance with the Funds objectives
and policies and investment restrictions, subject to the
supervision and direction of the Board. Blackstone Advisors also
makes available research and statistical data to the Fund and
monitors the performance of the Funds outside service
providers, including the Funds sub-administrator, transfer
agent and custodian.
In addition, the Directors considered the education, background
and experience of the personnel and management teams at
Blackstone Advisors and Blackstone India, and in particular, the
performance record of Punita Kumar-Sinha, the Funds
portfolio manager. Among other things, they took into
consideration the favorable history of Ms. Kumar-Sinha for
the Fund, finding that this has had, and would likely continue
to have, a favorable impact on the success of the Fund. The
Directors also discussed at length Blackstone Advisors and
Blackstone Indias employee turnover, compensation and
budget structure and its ability and efforts to attract and
retain quality and experienced personnel. They discussed at
length the quality of the support provided by Blackstone
Advisors, Blackstone India and their affiliates to the Fund. The
Directors also discussed Blackstone Advisors investment
outlook for the Fund. The Directors concluded that they were
satisfied with the services that had been provided to the Fund
by Blackstone Advisors and Blackstone India.
The Directors reviewed the past investment performance of the
Fund, Blackstone Advisors and Blackstone India as well as the
past investment performance of the Funds peers. In
particular, the Directors focused on the analysis of the
Funds performance in the materials provided by Blackstone
Advisors and Blackstone India, noting that the Funds
performance exceeded that of each member of its peer group
during the one-year period ending August 31, 2007 as well
as the performance of the IFC Investable India Index during the
period commencing on July 31, 1997, the date
Ms. Kumar-Sinha became the Funds portfolio manager,
and ending August 31, 2007. The Directors noted that the
Fund underperformed the IFC Investable India Index, over the
one-year, three-year and five-year periods ending
August 31, 2007. However, the Directors considered
Blackstone Advisors explanation of the underperformance
relative to the IFC Investable India Index and that the
Funds performance was strong over each period reviewed in
27
THE
INDIA FUND, INC.
Continuation of the Management
Agreement
(continued)
absolute terms. The Directors recognized that past performance
is not an indicator of future performance, but concluded that
Blackstone Advisors has appropriate expertise to continue to
manage the Fund in accordance with its investment objectives and
strategies.
2. The reasonableness of the advisory fees. The
Directors considered the costs of the services provided by
Blackstone Advisors and Blackstone India. As part of their
analysis, the Directors gave substantial consideration to the
comparisons of fees and expense ratios of the Fund as described
in the materials provided by Blackstone Advisors. Under the
Management Agreement, the Fund pays to Blackstone Advisors a
monthly fee at an annual rate of: (i) 1.10% for the first
$500,000,000 of the Funds average weekly net assets;
(ii) 0.90% for the next $500,000,000 of the Funds
average weekly net assets; (iii) 0.85% for the next
$500,000,000 of the Funds average weekly net assets; and
(iv) 0.75% of the Funds average weekly net assets in
excess of $1,500,000,000. Under the Country Advisory Agreement,
Blackstone Advisors pays Blackstone India a monthly fee at an
annual rate of 0.10% of the Funds average weekly net
assets.
In reviewing the investment advisory fees, the Directors
reviewed the advisory fee and noted that the Funds fee is
in the lower end of the range of fees paid by the funds in its
peer group. The Directors also noted that the Fund had the
lowest expense ratio among the funds in its peer group during
2006. The Directors considered the other benefits to Blackstone
Advisors, Blackstone India and their affiliates from the
relationship with the Fund, including, among others, the
administration fees paid to Blackstone Advisors. Further, the
Directors considered the extent to which Blackstone Advisors
believes economies of scale may be realized if the Fund grows
and whether the fee levels reflect economies of scale for the
benefit of the Funds stockholders, noting that the fee
structure would have the effect of lowering the Funds fees
paid at certain asset levels. The Board determined that the
current amount and structure of the fee is appropriate in light
of the nature, quality and scope of the investment advisory
services provided by Blackstone Advisors and Blackstone India to
the Fund.
3. The operating expenses of the Fund. The Directors
reviewed the operating expenses of the Fund, on an absolute
basis and as compared to those of its peer group. The Directors
noted that, as described in the materials provided by Blackstone
Advisors, the annualized expense ratio had slightly decreased in
2006 as compared to 2005 due, in part, to the increased assets
in the Fund, thanks in large part to the rights offering
completed in 2006. The Directors concluded that the expenses of
the Fund have been reasonable.
4. Portfolio transactions. The Directors discussed
the policies and practices of the Fund and Blackstone Advisors
in effecting portfolio transactions. The Directors considered
the Funds general policies with respect to brokerages,
including payment levels, allocation policies among clients and
use of soft dollars, as described in the materials provided by
Blackstone Advisors, and discussed whether the transactions were
carried out competently and within the scope of applicable
governmental and Fund policy limitations. The Directors also
discussed transactions with affiliates, portfolio turnover
rates, the
28
THE
INDIA FUND, INC.
Continuation of the Management
Agreement
(continued)
recapture of brokerage commissions and the consideration of
research services in placing portfolio transactions. The
Directors took into consideration other benefits derived by
Blackstone Advisors in connection with the Management Agreement,
noting particularly that Blackstone Advisors does not use soft
dollars in connection with portfolio transactions for the Fund.
Although it may receive unsolicited proprietary research reports
from brokers that execute transactions for the Fund, Blackstone
Advisors advised the Board that brokers are not selected based
on this research.
5. Blackstone Advisors and Blackstone Indias
management of other funds and other investments and fees
paid. The Directors discussed Blackstone Advisors and
Blackstone Indias management of other funds and other
investment products and the fees paid in those instances, noting
that Blackstone Advisors managed one other registered fund and
other unregistered funds that invest in Asia. The Directors
compared both the services rendered and the fees paid under the
Management Agreement and the Country Advisory Agreement to the
services rendered to and fees paid by the other funds, and the
Directors determined that the services and fees are comparable
to those being offered to the other funds by Blackstone Advisors
and Blackstone India.
6. The profitability of Blackstone Advisors and its
affiliates with respect to their relationship to the Fund.
The Directors reviewed information regarding the
profitability to Blackstone Advisors of its relationship with
the Fund. The Board considered the level of Blackstone
Advisors profits and whether the profits were reasonable
for Blackstone Advisors. The profitability analysis took into
consideration fall-out benefits from Blackstone Advisors
relationship with the Fund, including fees paid to Blackstone
Advisors under the Management Agreement and under the
Administration Agreement. The Directors found that the profits
realized by Blackstone Advisors from its relationship with the
Fund were not unreasonable in light of the nature, scope and
quality of services provided by Blackstone Advisors and
Blackstone India to the Fund.
In considering whether to approve the continuation of the
Management Agreement and the Country Advisory Agreement, the
Board did not identify nor was any single factor determinative
to the decision of the Board. The Board also separately
considered the operational, administrative and other services
provided to the Fund under the Administration Agreement between
the Fund and Blackstone Advisors. The Independent Directors were
satisfied with the services provided by Blackstone Advisors and
Blackstone India to the Fund and with the investment performance
and expense levels (including the advisory fees). On that basis,
the Independent Directors determined that the continuation of
the Management Agreement and the continuation of the Country
Advisory Agreement were in the best interests of the Fund and
its stockholders.
29
THE
INDIA FUND, INC.
Annual Chief Executive Officer and
Chief
Financial Officer Certifications
The Funds Chief Executive Officer has submitted to the New
York Stock Exchange the required annual certification, and the
Fund has included the certifications of the Funds Chief
Executive Officer and Chief Financial Officer required by
Section 302 and Section 906 of the Sarbanes-Oxley Act
in the Funds
Form N-CSR
filed with the Securities and Exchange Commission for the period
of this report.
30
THE
INDIA FUND, INC.
Information About Directors and
Officers
(unaudited)
The business and affairs of the Fund are managed under the
direction of the Board of Directors. Information pertaining to
the Directors and executive officers of the Fund is set forth
below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
Funds
|
|
|
|
|
|
|
|
|
|
|
in Fund
Complex
|
|
|
|
|
|
|
Term of Office
|
|
Principal
|
|
Overseen by
|
|
Other Board
|
|
|
Position(s)
Held
|
|
and Length of
|
|
Occupation(s)
|
|
Director
(including
|
|
Memberships
|
Name, Address and
Age
|
|
with
Fund1
|
|
Time
Served1
|
|
During Past
5 Years
|
|
the
Fund)
|
|
Held by
Director
|
|
DISINTERESTED DIRECTORS
|
|
Lawrence K. Becker
c/o Blackstone Asia
Advisors L.L.C.
345 Park Avenue
New York, N.Y. 10154
Birth year: 1955
|
|
Director and Member of the Audit Committee and Nominating
Committee, Class I
|
|
Since 2003
|
|
Private Investor, Real Estate Investment Management (July
2003 Present); Vice President, Controller/ Treasurer,
National Financial Partners (2000 2003); Managing
Director, Controller/Treasurer, Oppenheimer Capital- PIMCO
(1981 2000)
|
|
2
|
|
Member of Board of Trustees or Board of Managers of four
registered investment companies advised by Advantage Advisers,
L.L.C. or its affiliates (Advantage)
|
|
Leslie H. Gelb
c/o Blackstone Asia
Advisors L.L.C.
345 Park Avenue
New York, N.Y. 10154
Birth year: 1937
|
|
Director and Member of the Audit Committee and Nominating
Committee, Class II
|
|
Since 1994
|
|
President Emeritus, The Council on Foreign Relations (2003
Present); President, The Council on Foreign Relations
(1993 2003); Columnist (1991 1993), Deputy Editorial
Page Editor (1985 1990) and Editor, Op- Ed Page
(1988 1990), The New York Times
|
|
2
|
|
Britannica.com; Director of 22 registered investment companies
advised by Legg Mason Partners Fund Advisor, LLC
(LMPFA) and its affiliates
|
|
J. Marc Hardy
c/o Multiconsult Limited
Frere Felix de Valois Street
Port Louis, Mauritius
Birth year: 1954
|
|
Director and Member of the Nominating Committee, Class III
|
|
Since 2002
|
|
Managing Director, Mainstream Ltd. (independent financial
advisor) and Value Investors Ltd. (private investment company)
|
|
1
|
|
None
|
31
THE
INDIA FUND, INC.
Information about Directors and
Officers (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
Funds
|
|
|
|
|
|
|
|
|
|
|
in Fund
Complex
|
|
|
|
|
|
|
Term of Office
|
|
Principal
|
|
Overseen by
|
|
Other Board
|
|
|
Position(s)
Held
|
|
and Length of
|
|
Occupation(s)
|
|
Director
(including
|
|
Memberships
|
Name, Address and
Age
|
|
with
Fund1
|
|
Time
Served1
|
|
During Past
5 Years
|
|
the
Fund)
|
|
Held by
Director
|
|
Stephane R. F. Henry
c/o Investment
Professionals Ltd.
6th Floor
Harbor Front
Port Louis, Mauritius
Birth year: 1967
|
|
Director and Member of the Nominating Committee, Class II
|
|
Since 2004
|
|
Managing Director, Investment Professionals Ltd., (1998-Present)
|
|
1
|
|
Boyer Allan India Fund, Inc., Arisaig Partners Ltd. (fund
management)
|
|
Luis F. Rubio
c/o Blackstone Asia
Advisors L.L.C.
345 Park Avenue
New York, N.Y. 10154
Birth year: 1955
|
|
Director and Member of the Audit Committee and Nominating
Committee, Class II
|
|
Since 1999
|
|
President, Centro de Investigacion para el Desarrollo, A.C.
(Center of Research for Development) (2000 Present);
frequent contributor of op-ed pieces to The Los Angeles
Times and The Wall Street Journal
|
|
2
|
|
Member of Board of Trustees or Board of Managers of four
registered investment companies advised by Advantage; Director
of certain other private investment funds
|
|
Jeswald W. Salacuse
c/o Blackstone Asia
Advisors L.L.C.
345 Park Avenue
New York, N.Y. 10154
Birth year: 1938
|
|
Director, Chairman of the Board and Chairman of the Audit
Committee and Nominating Committee, Class I
|
|
Since 1993
|
|
Henry J. Braker Professor of Commercial Law, The Fletcher School
of Law & Diplomacy (1986 Present); Consultant to
various corporate clients
|
|
2
|
|
Director of 22 registered investment companies advised by LMPFA
and its affiliates
|
32
THE
INDIA FUND, INC.
Information about Directors and
Officers (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
Funds
|
|
|
|
|
|
|
|
|
|
|
in Fund
Complex
|
|
|
|
|
|
|
Term of Office
|
|
Principal
|
|
Overseen by
|
|
Other Board
|
|
|
Position(s)
Held
|
|
and Length of
|
|
Occupation(s)
|
|
Director
(including
|
|
Memberships
|
Name, Address and
Age
|
|
with
Fund1
|
|
Time
Served1
|
|
During Past
5 Years
|
|
the
Fund)
|
|
Held by
Director
|
|
|
|
INTERESTED DIRECTORS
|
|
Prakash A. Melwani
The Blackstone Group L.P.
345 Park Avenue
New York, N.Y. 10154
Birth year: 1958
|
|
Director and President, Class III
|
|
Since 2005
|
|
Senior Managing Director, Private Equity Group, The Blackstone
Group L.P. (May 2003 Present); Founder and Chief Executive
Officer, Vestar Capital Partners (1998 2003)
|
|
2
|
|
Pinnacle Foods Group L.L.C., Vistar Corporation, RGIS Holdings
L.L.C. and Kosmos Energy L.L.C.
|
|
Peter G. Peterson
The Blackstone Group L.P.
345 Park Avenue
New York, N.Y. 10154
Birth year: 1926
|
|
Director, Class I
|
|
Since 2005
|
|
Senior Chairman, The Blackstone Group L.P. (since 1985);
Chairman, Federal Reserve Bank of New York (2000 2004)
|
|
1
|
|
Chairman, Council on Foreign Relations; Chairman, Institute for
International Economics (Washington, D.C.); President,
Concord Coalition; Trustee, Committee for Economic Development;
Trustee, Japan Society; Trustee, Museum of Modern Art; Director,
National Bureau of Economic Research; Director, Public Agenda
Foundation; Director, The Nixon Center
|
33
THE
INDIA FUND, INC.
Information about Directors and
Officers (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
Funds
|
|
|
|
|
|
|
|
|
|
|
in Fund
Complex
|
|
|
|
|
|
|
Term of Office
|
|
Principal
|
|
Overseen by
|
|
Other Board
|
|
|
Position(s)
Held
|
|
and Length of
|
|
Occupation(s)
|
|
Director
(including
|
|
Memberships
|
Name, Address and
Age
|
|
with
Fund1
|
|
Time
Served1
|
|
During Past
5 Years
|
|
the
Fund)
|
|
Held by
Director
|
|
|
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
|
|
Robert L. Friedman
The Blackstone Group L.P.
345 Park Avenue
New York, N.Y. 10154
Birth year: 1943
|
|
Chief Legal Officer and Vice President
|
|
Since 2005
|
|
Chief Administrative Officer and Chief Legal Officer, The
Blackstone Group L.P. (2003 Present); Senior Managing
Director, Blackstone (1999 Present)
|
|
N/A
|
|
N/A
|
|
Joshua B. Rovine
The Blackstone Group L.P.
345 Park Avenue
New York, N.Y. 10154
Birth year: 1965
|
|
Secretary
|
|
Since 2005
|
|
Managing Director, Finance and Administration Group, The
Blackstone Group L.P. (2003 Present); Partner, Sidley
Austin Brown & Wood LLP (1994 2003)
|
|
N/A
|
|
N/A
|
|
Joseph M. Malangoni
Blackstone Asia Advisors L.L.C.
53 State Street
Boston. M.A. 02109
Birth year: 1976
|
|
Treasurer and Vice President
|
|
Since 2007
|
|
Chief Financial Officer, Blackstone Asia Advisors L.L.C.
(2007 Present); Controller and Chief Compliance Officer,
Steadfast Financial L.L.C. (2002 2007)
|
|
N/A
|
|
N/A
|
|
Barbara F. Pires
Blackstone Asia Advisors L.L.C. 345 Park Avenue
New York, N.Y. 10154
Birth year: 1952
|
|
Chief Compliance Officer and Vice President
|
|
Since 2005
|
|
Chief Compliance Officer and Principal, Blackstone Asia Advisors
L.L.C. (2006 Present); Consultant, BFP Consulting L.L.C.
(2005 2006); Chief Compliance Officer, The Asia
Tigers Fund, Inc. and The India Fund, Inc. (2005); Senior Vice
President, Oppenheimer Asset Management, Inc. (1996 2005)
|
|
N/A
|
|
N/A
|
|
34
THE
INDIA FUND, INC.
Information about Directors and
Officers (concluded)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
Funds
|
|
|
|
|
|
|
|
|
|
|
in Fund
Complex
|
|
|
|
|
|
|
Term of Office
|
|
Principal
|
|
Overseen by
|
|
Other Board
|
|
|
Position(s)
Held
|
|
and Length of
|
|
Occupation(s)
|
|
Director
(including
|
|
Memberships
|
Name, Address and
Age
|
|
with
Fund1
|
|
Time
Served1
|
|
During Past
5 Years
|
|
the
Fund)
|
|
Held by
Director
|
|
Punita Kumar-Sinha
Blackstone Asia Advisors L.L.C. 345 Park Avenue
New York, N.Y. 10154
Birth year: 1962
|
|
Portfolio Manager Chief Investment Officer
|
|
Since 1997
Since 2005
|
|
Senior Managing Director, The Blackstone Group L.P. (2006
Present); Managing Director and Senior Portfolio Manager,
Advantage Advisers, Inc., an affiliate of Oppenheimer &
Co., Inc. (1997 2005); Portfolio Manager, The Asia Tigers
Fund, Inc. (1999 Present) and The India Fund, Inc.
(1997 Present)
Senior Portfolio Manager and Chief Investment Officer, The Asia
Opportunities Fund (2007 Present)
|
|
N/A
|
|
N/A
|
|
|
|
|
1 |
|
The Funds Board of Directors
is divided into three classes: Class I, Class II, and
Class III. The terms of office of the Class I, Class
II, and Class III Directors expire at the Annual Meeting of
Stockholders in the year 2009, year 2008, and year 2010,
respectively, or thereafter in each case when their respective
successors are duly elected and qualified. The Funds
executive officers are chosen each year at the first meeting of
the Funds Board of Directors 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 duly elected and qualified.
|
35
THE
INDIA FUND, INC.
Dividends and Distributions
DIVIDEND
REINVESTMENT AND CASH PURCHASE PLAN
The Fund intends to distribute annually to shareholders
substantially all of its net investment income, and to
distribute any net realized capital gains at least annually. Net
investment income for this purpose is income other than net
realized long and short-term capital gains net of expenses.
Pursuant to the Dividend Reinvestment and Cash Purchase Plan
(the Plan), shareholders whose shares of Common
Stock are registered in their own names will be deemed to have
elected to have all distributions automatically reinvested by
the Plan Agent in Fund shares pursuant to the Plan, unless such
shareholders elect to receive distributions in cash.
Shareholders who elect to receive distributions in cash will
receive all distributions in cash paid by check in dollars
mailed directly to the shareholder by the dividend paying agent.
In the case of shareholders such as banks, brokers or nominees
that hold shares for others who are beneficial owners, the Plan
Agent will administer the Plan on the basis of the number of
shares certified from time to time by the shareholders as
representing the total amount registered in such
shareholders names and held for the account of beneficial
owners that have not elected to receive distributions in cash.
Investors that own shares registered in the name of a bank,
broker or other nominee should consult with such nominee as to
participation in the Plan through such nominee, and may be
required to have their shares registered in their own names in
order to participate in the Plan.
The Plan Agent serves as agent for the shareholders in
administering the Plan. If the directors of the Fund declare an
income dividend or a capital gains distribution payable either
in the Funds Common Stock or in cash, nonparticipants in
the Plan will receive cash and participants in the Plan will
receive Common Stock, to be issued by the Fund or purchased by
the Plan Agent in the open market, as provided below. If the
market price per share on the valuation date equals or exceeds
net asset value per share on that date, the Fund will issue new
shares to participants at net asset value; provided, however,
that if the net asset value is less than 95% of the market price
on valuation date, then such shares will be issued at 95% of the
market price. The valuation date will be the dividend or
distribution payment date or, if that date is not a
New York Stock Exchange trading day, the next preceding
trading day. If net asset value exceeds the market price of Fund
shares at such time, or if the Fund should declare an income
dividend or capital gains distribution payable only in cash, the
Plan Agent will, as agent for the participants, buy Fund shares
in the open market, on the New York Stock Exchange or elsewhere,
for the participants accounts on, or shortly after, the
payment date. If, before the Plan Agent has completed its
purchases, the market price exceeds the net asset value of a
Fund share, the average per share purchase price paid by the
Plan Agent may exceed the net asset value of the Funds
shares, resulting in the acquisition of fewer shares than if the
distribution had been paid in shares issued by the Fund on the
dividend payment date.
Because of the forgoing difficulty with respect to open market
purchases, the Plan provides that if the Plan Agent is unable to
invest the full dividend amount in open-market purchases during
the purchase period or if the market discount shifts to a market
premium during the purchase period, the Plan Agent will cease
36
THE
INDIA FUND, INC.
DIVIDEND
REINVESTMENT AND CASH PURCHASE PLAN (continued)
making open-market purchases and shareholders will receive the
uninvested portion of the dividend amount in newly issued shares
at the close of business on the last purchase date.
Participants have the option of making additional cash payments
to the Plan Agent, annually, in any amount from $100 to $3,000,
for investment in the Funds Common Stock. The Plan Agent
will use all such funds received from participants to purchase
Fund shares in the open market on or about February 15.
Any voluntary cash payment received more than 30 days prior
to this date will be returned by the Plan Agent, and interest
will not be paid on any uninvested cash payment. To avoid
unnecessary cash accumulations, and also to allow ample time for
receipt and processing by the Plan Agent, it is suggested that
participants send in voluntary cash payments to be received by
the Plan Agent approximately ten days before an applicable
purchase date specified above. A participant may withdraw a
voluntary cash payment by written notice, if the notice is
received by the Plan Agent not less than 48 hours before
such payment is to be invested.
The Plan Agent maintains all shareholder accounts in the Plan
and furnishes written confirmations of all transactions in an
account, including information needed by shareholders for
personal and tax records. Shares in the account of each Plan
participant will be held by the Plan Agent in the name of the
participant, and each shareholders proxy will include
those shares purchased pursuant to the Plan.
There is no charge to participants for reinvesting dividends or
capital gains distributions or voluntary cash payments. The Plan
Agents fees for the reinvestment of dividends and capital
gains distributions and voluntary cash payments will be paid by
the Fund. There will be no brokerage charges with respect to
shares issued directly by the Fund as a result of dividends or
capital gains distributions payable either in stock or in cash.
However, each participant will pay a pro rata share of brokerage
commissions incurred with respect to the Plan Agents
open-market purchases in connection with the reinvestment of
dividends and capital gains distributions and voluntary cash
payments made by the participant. Brokerage charges for
purchasing small amounts of stock for individual accounts
through the Plan are expected to be less than the usual
brokerage charges for such transactions, because the Plan Agent
will be purchasing stock for all participants in blocks and
prorating the lower commissions thus attainable.
37
THE
INDIA FUND, INC.
DIVIDEND
REINVESTMENT AND CASH PURCHASE PLAN (continued)
The receipt of dividends and distributions under the Plan will
not relieve participants of any income tax that may be payable
on such dividends or distributions.
Experience under the Plan may indicate that changes in the Plan
are desirable. Accordingly, the Fund and the Plan Agent reserve
the right to terminate the Plan as applied to any voluntary cash
payments made and any dividend or distribution paid subsequent
to notice of the termination sent to members of the Plan at
least 30 days before the record date for such dividend or
distribution. The Plan also may be amended by the Fund or the
Plan Agent, but (except when necessary or appropriate to comply
with applicable law, rules or policies of a regulatory
authority) only by at least 30 days written notice to
participants in the Plan. All correspondence concerning the Plan
should be directed to the Plan Agent at
P.O. Box 43027, Westborough, Massachusetts 01581.
We are providing this information as required by the Internal
Revenue Code. The amounts shown may differ from those elsewhere
in this report because of differences between tax and financial
reporting requirements.
For taxable non-corporate shareholders, 36.24% of the
Funds ordinary income distributions paid during the year
ended December 31, 2007, represent qualified dividend
income subject to the 15% rate category.
THE
INDIA FUND, INC.
PRIVACY
POLICY OF
BLACKSTONE
ASIA ADVISORS L.L.C.
YOUR PRIVACY IS
PROTECTED
An important part of our commitment to you is our respect for
your right to privacy. Protecting all the information we are
either required to gather or which accumulates in the course of
doing business with you is a cornerstone of our relationship
with you. While the range of products and services we offer
continues to expand, and the technology we use continues to
change, our commitment to maintaining standards and procedures
with respect to security remains constant.
COLLECTION OF
INFORMATION
The primary reason that we collect and maintain information is
to more effectively administer our customer relationship with
you. It allows us to identify, improve and develop products and
services that we believe could be of benefit. It also permits us
to provide efficient, accurate and responsive service, to help
protect you from unauthorized use of your information and to
comply with regulatory and other legal requirements. These
include those related to institutional risk control and the
resolution of disputes or inquiries.
Various sources are used to collect information about you,
including (i) information you provide to us at the time you
establish a relationship, (ii) information provided in
applications, forms or instruction letters completed by you,
(iii) information about your transactions with us or our
affiliated companies,
and/or
(iv) information we receive through an outside source, such
as a bank or credit bureau. In order to maintain the integrity
of client information, we have procedures in place to update
such information, as well as to delete it when appropriate. We
encourage you to communicate such changes whenever necessary.
DISCLOSURE OF
INFORMATION
We do not disclose any nonpublic, personal information (such as
your name, address or tax identification number) about our
clients or former clients to anyone, except as permitted or
required by law. We maintain physical, electronic and procedural
safeguards to protect such information, and limit access to such
information to those employees who require it in order to
provide products or services to you.
The law permits us to share client information with companies
that are affiliated with us which provide financial, credit,
insurance, trust, legal, accounting and administrative services
to us or our clients. This allows us to enhance our relationship
with you by providing a broader range of products to better meet
your needs and to protect the assets you may hold with us by
preserving the safety and soundness of our firm.
39
THE
INDIA FUND, INC.
PRIVACY POLICY
OF
BLACKSTONE
ASIA ADVISORS L.L.C.
Finally, we are also permitted to disclose nonpublic, personal
information to unaffiliated outside parties who assist us with
processing, marketing or servicing a financial product,
transaction or service requested by you, administering benefits
or claims relating to such a transaction, product or service,
and/or
providing confirmations, statements, valuations or other records
or information produced on our behalf.
It may be necessary, under anti-money laundering or other laws,
to disclose information about you in order to accept your
subscription. Information about you may also be released if you
so direct, or if we or an affiliate are compelled to do so by
law, or in connection with any government or self-regulatory
organization request or investigation.
We are committed to upholding this Privacy Policy. We will
notify you on an annual basis of our policies and practices in
this regard and at any time that there is a material change that
would require your consent.
40
THE
INDIA FUND, INC.
Investment
Manager:
Blackstone Asia Advisors L.L.C.,
an affiliate of The Blackstone Group L.P.
Administrator:
Blackstone Asia Advisors L.L.C.
Sub-Administrator:
PFPC Inc.
Transfer
Agent:
PFPC Inc.
Custodian:
Deutsche Bank AG
The Fund has adopted the Investment Managers proxy voting
policies and procedures to govern the voting of proxies relating
to its voting securities. You may obtain a copy of these proxy
voting procedures, without charge, by calling
1-866-800-8933
or by visiting the Securities and Exchange Commissions
website at www.sec.gov.
Information regarding how the Fund voted proxies relating to
portfolio securities during the most recent 12-month period
ended June 30 is available without charge, upon request, by
calling the Funds toll-free number at 1-866-800-8933
or by visiting the Securities and Exchange Commissions
website at www.sec.gov.
The Fund files its complete schedule of portfolio holdings with
the Securities and Exchange Commission for the first and third
quarters of its fiscal year on
Form N-Q.
You may obtain a copy of these filings by visiting the
Securities and Exchange Commissions website at www.sec.gov
or its Public Reference Room in Washington, D.C.
Information on the operation of the Public Reference Room may be
obtained by calling
1-800-SEC-0330.
This report is sent to shareholders of the Fund for their
information. It is not a Prospectus, circular or representation
intended for use in the purchase or sale of shares of the Fund
or of any securities mentioned in this report.
Asia
Advisors L.L.C.
The India Fund, Inc.
Annual Report
December 31, 2007
The India Fund, Inc.
Item 2. Code of Ethics.
|
(a) |
|
As of the end of the period covered by this report, the registrant has adopted a Code
of Ethics (the Code of Ethics) that applies to the registrants principal executive
officer, principal financial officer, principal accounting officer or controller, or
persons performing similar functions, regardless of whether these individuals are employed
by the registrant or a third party. |
|
|
(b) |
|
Not Applicable. |
|
|
(c) |
|
There have been no amendments during the period covered by this report to any
provisions of the Code of Ethics. |
|
|
(d) |
|
The registrant has not granted any waivers during the period covered by this report,
including an implicit waiver, from any provisions of the Code of Ethics. |
|
|
(e) |
|
Not Applicable. |
|
|
(f) |
|
A copy of the registrants Code of Ethics is filed as an exhibit hereto. The
registrant undertakes to provide a copy of the Code of Ethics to any person without charge
upon request to the registrant at its address at 345 Park Avenue, New York, NY 10154. |
Item 3. Audit Committee Financial Expert.
The registrants board of directors has determined that the registrant has at least one audit
committee financial expert serving on its audit committee, Mr. Lawrence Becker, and that Mr. Becker
is independent. Mr. Becker was elected as a non-interested Director of the audit committee at a
meeting of the board of directors held on October 23, 2003.
Item 4. Principal Accountant Fees and Services.
Audit Fees
|
(a) |
|
The aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal accountant for the audit of the registrants annual
financial statements or services that are normally provided by the accountant in connection
with statutory and regulatory filings or engagements for those fiscal years are $107,900
for 2007 and $101,400 for 2006. |
Audit-Related Fees
|
(b) |
|
The aggregate fees billed in each of the last two fiscal years for assurance and
related services by the principal accountant that are reasonably related to the performance
of the audit of the registrants financial statements and are not reported under paragraph
(a) of this Item are $0 for 2007 and $0 for 2006. |
Tax Fees
|
(c) |
|
The aggregate fees billed in each of the last two fiscal years for professional
services rendered by the principal accountant for tax compliance, tax advice, and tax
planning are $80,400 for 2007 and $49,080 for 2006. Specifically, these fees were billed
for preparation of the Funds tax returns and tax services relating to the Funds
operations in India. |
All Other Fees
|
(d) |
|
The aggregate fees billed in each of the last two fiscal years for products and
services provided by the principal accountant, other than the services reported in
paragraphs (a) through (c) of this Item are $0 for 2007 and $0 for 2006. |
|
(e)(1) |
|
Disclose the audit committees pre-approval policies and procedures described in paragraph
(c)(7) of Rule 2-01 of Regulation S-X. |
THE ASIA TIGERS FUND, INC.
THE INDIA FUND, INC.
AUDIT COMMITTEE PRE-APPROVAL POLICIES
As amended on November 29, 2005
The Audit Committee (the Committee) of each of The Asia Tigers Fund, Inc. and The India
Fund, Inc. (each, a Fund) must pre-approve any independent accounting firms engagement to render
audit and/or permissible non-audit (including audit-related) services, as required by law. In
evaluating a proposed engagement by the Funds independent accountants, the Committee will evaluate
the effect that the engagement might reasonably be expected to have on the accountants
independence. That evaluation will be based on several factors, including:
|
|
|
a review of the nature of the professional services expected to be provided; |
|
|
|
|
the fees to be charged in connection with the services expected to be provided; |
|
|
|
|
a review of the safeguards put into place by the accounting firm to safeguard
independence; and |
|
|
|
|
periodic meetings with the accounting firm. |
I. Policy for Audit and Non-Audit Services to be Provided to the Fund
On an annual basis, the Funds Committee will review and pre-approve the scope of the audits
of the Fund and proposed audit fees and permitted non-audit services that may be performed by the
Funds independent accountants. At least annually, the Committee will receive a report of all
audit and non-audit services that were rendered in the previous calendar year pursuant to this
policy. The term of any pre-approval is twelve months from the date of pre-approval, unless the
Committee specifically provides otherwise. The Committee may modify any pre-approval at its
discretion. Fee levels for all services pre-approved under this policy will be established
annually by the Committee.
In addition to the Committees pre-approval of services pursuant to this policy, the
engagement of the independent accounting firm for any permitted non-audit service provided to the
Fund will also require the separate written pre-approval of the President of the Fund, who will
independently confirm that the accounting firms engagement will not adversely affect the firms
independence. All non-audit services performed by the independent accounting firm will be
disclosed, as required, in filings with the Securities and Exchange Commission (the SEC).
A. Audit Services
The categories of audit services and related fees to be reviewed and pre-approved annually by
the Committee are:
2
|
|
|
annual Fund financial statement audits (including applicable internal control
reports); |
|
|
|
|
seed audits (related to new product filings, as required); |
|
|
|
|
semiannual financial statement reviews (if applicable); and |
|
|
|
|
SEC and regulatory filings and consents issued in connection with any of the
above; |
B. Audit-Related Services
The following categories of audit-related services are considered to be consistent with the
role of the Funds independent accountants, and services falling under one of these categories will
be pre-approved by the Committee on an annual basis if the Committee deems the services to be
consistent with the accounting firms independence:
|
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accounting consultations; |
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Fund merger support services; |
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agreed-upon procedure reports; |
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attestation reports; |
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SEC and regulatory filings and consents issued in connection with filings
previously authorized by the Board of Directors; |
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comfort letters; and |
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internal control reports (other than issued pursuant to annual Fund financial
statement audits). |
Individual audit-related services that fall within one of these categories and are not
presented to the Committee as part of the annual pre-approval process may be pre-approved, if
deemed consistent with the accounting firms independence, by the Committee Chairman (or any other
Committee member who is a disinterested director under the Investment Company Act of 1940, as
amended (the Investment Company Act), to whom this responsibility has been delegated) so long as
the estimated fee for the services does not exceed $75,000. Any such pre-approval shall be
reported to the full Committee at its next regularly scheduled meeting.
C. Tax Services
The following categories of tax and tax compliance services are considered to be consistent
with the role of the Funds independent accountants, and services falling under one of these
categories will be pre-approved by the Committee on an annual basis if the Committee deems the
services to be consistent with the accounting firms independence:
3
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federal, state and local income tax compliance as well as sales and use tax
compliance; |
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timely regulated investment company qualification reviews; |
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tax distribution analysis and planning; |
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tax authority examination services; |
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tax appeals support services; |
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accounting methods studies; |
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Fund merger support services; and |
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other tax consulting services and related projects. |
Individual tax services that fall within one of these categories and are not presented to the
Committee as part of the annual pre-approval process may be pre-approved, if deemed consistent with
the accounting firms independence, by the Committee Chairman (or any other Committee member who is
a disinterested director under the Investment Company Act to whom this responsibility has been
delegated) so long as the estimated fee for the services does not exceed $75,000. Any such
pre-approval shall be reported to the full Committee at its next regularly scheduled meeting.
C. Proscribed Services
The Funds independent accountants will not render services in the following categories of
non-audit services:
|
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bookkeeping or other services related to the accounting records or financial
statements of the Fund; |
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financial information systems design and implementation; |
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appraisal or valuation services, fairness opinions or contribution-in-kind
reports; |
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actuarial services; |
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internal audit outsourcing services; |
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management functions or human resources; |
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broker/dealer, investment adviser or investment banking services; |
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legal and other expert services unrelated to the audit; and |
4
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any other service that the Public Company Accounting Oversight Board determines,
by regulation, is impermissible. |
II. |
|
Pre-Approval of Non-Audit Services Provided to Other Entities within the Investment
Company Complex |
The Committee will pre-approve annually any permitted non-audit services to be provided to
Blackstone Asia Advisors L.L.C. or any other investment manager to the Fund (but not including any
sub-adviser whose role is primarily portfolio management and is sub-contracted by the investment
manager) (the Investment Manager) and any entity controlling, controlled by or under common
control with the Investment Manager that provides ongoing services to the Fund (including
affiliated sub-advisers to the Funds), provided that, in each case, the engagement relates directly
to the operations and financial reporting of the Fund (such entities, including the Investment
Manager, shall be referred to herein as the Service Affiliates). Individual projects that are
not presented to the Committee as part of the annual pre-approval process may be pre-approved, if
deemed consistent with the accounting firms independence, by the Committee Chairman (or any other
Committee member who is a disinterested director under the Investment Company Act to whom this
responsibility has been delegated) so long as the estimated fee for the services does not exceed
$100,000. Any such pre-approval shall be reported to the full Committee at its next regularly
scheduled meeting.
The Committee will also receive an annual report from the Funds independent accounting firm
showing the aggregate fees for all services provided to the Service Affiliates.
III. |
|
De Minimus Exception to Requirement of Pre-Approval of Non-Audit Services |
With respect to the provision of permitted non-audit services to a Fund or Service Affiliates,
the pre-approval requirement is waived if each of the following requirements is met:
|
(1) |
|
The aggregate amount of all non-approved permitted non-audit services provided
constitutes no more than (i) with respect to such services provided to the Fund, five
percent (5%) of the total amount of revenues paid by the Fund to its independent
accountant during the fiscal year in which such services are provided and (ii) with
respect to such services provided to Service Affiliates, five percent (5%) of the total
amount of revenues paid to the Funds independent accountant by the Fund and the
Service Affiliates during the fiscal year in which such services are provided; |
|
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(2) |
|
Such services were not recognized by the Fund at the time of the engagement for
such services to be non-audit services; and |
|
|
(3) |
|
Such services are promptly brought to the attention of the Committee and
approved prior to the completion of the audit by the Committee or by the Committee
Chairman (or any other Committee member who is a disinterested director under the
Investment Company Act to whom this responsibility has been delegated). Any approval
by the Committee Chairman or other delegate shall be reported to the full Committee at
its next regularly scheduled meeting. |
5
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(e)(2) |
|
The percentage of services described in each of paragraphs (b) through (d) of this Item
that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of
Regulation S-X are as follows: |
|
(f) |
|
The percentage of hours expended on the principal accountants engagement to audit the
registrants financial statements for the most recent fiscal year that were attributed to
work performed by persons other than the principal accountants full-time, permanent
employees was 0%. |
|
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(g) |
|
The aggregate non-audit fees billed by the registrants accountant for services
rendered to the registrant, and rendered to the registrants investment adviser (not
including any sub-adviser whose role is primarily portfolio management and is subcontracted
with or overseen by another investment adviser), and any entity controlling, controlled by,
or under common control with the adviser that provides ongoing services to the registrant
for each of the last two fiscal years of the registrant was $0 for 2007 and $49,080 for
2006. |
|
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(h) |
|
The registrants audit committee of the board of directors has considered whether the
provision of non-audit services that were rendered to the registrants investment adviser
(not including any sub-adviser whose role is primarily portfolio management and is
subcontracted with or overseen by another investment adviser), and any entity controlling,
controlled by, or under common control with the investment adviser that provides ongoing
services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of
Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountants
independence. |
Item 5. Audit Committee of Listed registrants.
6
The registrant has a separately-designated audit committee consisting of all the independent
directors of the registrant. The members of the audit committee are Lawrence K. Becker, Leslie H.
Gelb, Luis F. Rubio, and Jeswald W. Salacuse.
Item 6. Schedule of Investments.
Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting
period is included as part of the report to shareholders filed under Item 1 of this form.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment
Companies. |
The Proxy Voting Policies are attached herewith.
APPENDIX F
PROXY VOTING PROCEDURES:
BLACKSTONE ASIA ADVISORS, LLC
TABLE OF CONTENTS
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Page |
INTRODUCTION |
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4 |
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CHAPTER 1 BOARD OF DIRECTORS |
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5 |
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Voting on Director Nominees In Uncontested Elections |
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5 |
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Chairman and CEO are the same person |
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5 |
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Independence of Directors |
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6 |
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Stock Ownership Requirements |
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7 |
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Charitable Contributions |
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8 |
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Director and Officer Indemnification And Liability Protection |
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9 |
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Size of the Board |
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11 |
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Voting on Director Nominees in Contested Elections |
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12 |
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Term Of Office |
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13 |
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Compensation Disclosure |
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14 |
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CHAPTER 2 AUDITORS |
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15 |
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Ratifying Auditors |
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16 |
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CHAPTER 3 TENDER OFFER DEFENSES |
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17 |
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Poison Pills |
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18 |
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Greenmail |
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19 |
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Supermajority Vote |
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20 |
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CHAPTER 4 MERGERS AND CORPORATE RESTRUCTURING |
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21 |
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Changing Corporate Name |
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22 |
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Reincorporation |
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23 |
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CHAPTER 5 PROXY CONTEST DEFENSES |
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24 |
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Board Structure: Staggered vs. Annual Elections |
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25 |
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i
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Page |
Cumulative Voting |
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26 |
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Shareholders Ability to Call Special Meeting |
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27 |
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Shareholders Ability to Alter Size of the Board |
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28 |
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CHAPTER 6 MISCELLANEOUS CORPORATE GOVERNANCE PROVISIONS |
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29 |
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Confidential Voting |
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30 |
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Shareholder Advisory Committees |
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31 |
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Foreign Corporate Matters |
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32 |
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Government Service List |
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33 |
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CHAPTER 7 SOCIAL AND ENVIRONMENTAL ISSUES |
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34 |
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Energy and Environmental Issues (CERES Principles) |
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35 |
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Northern Ireland (MacBride Principles) |
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36 |
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Maquiladora Standards and International Operations and Policies |
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37 |
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Equal Employment Opportunity And Discrimination |
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38 |
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Animal Rights |
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39 |
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CHAPTER 8 CAPITAL STRUCTURE |
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40 |
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Common Stock Authorization |
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41 |
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Blank Check Preferred Stock |
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42 |
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Preemptive Rights |
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43 |
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Stock Distributions: Splits and Dividends |
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44 |
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Stock Splits |
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44 |
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Reverse Stock Splits |
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45 |
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Adjustments to Par Value of Common Stock |
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46 |
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Debt Restructurings |
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47 |
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CHAPTER 9 EXECUTIVE AND DIRECTOR COMPENSATION |
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48 |
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Director Compensation |
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49 |
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ii
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Page |
Shareholder Proposal to Limit Executive and Director Pay |
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50 |
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Employee Stock Ownership Plans (ESOPs) |
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51 |
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Options Expensing |
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52 |
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Golden Parachutes |
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53 |
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Proposal to Ban Golden Parachutes |
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54 |
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Outside Directors Retirement Compensation |
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55 |
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CHAPTER 10 STATE OF INCORPORATION |
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56 |
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Control Share Acquisition Statutes |
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57 |
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Opt-Out of State Takeover Statutes |
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58 |
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Corporate Restructuring, Spin-Offs Asset Sales, Liquidations |
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59 |
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CHAPTER 11 CONFLICTS OF INTEREST |
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60 |
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Conflicts |
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61 |
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CHAPTER 12 GOVERNANCE COMMITTEE AND PROXY MANAGERS |
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63 |
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Governance Committee |
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64 |
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Proxy Managers |
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65 |
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CHAPTER 13 SPECIAL ISSUES WITH VOTING FOREIGN PROXIES |
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66 |
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Special Issues with Voting Foreign Proxies |
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67 |
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CHAPTER 14 RECORD KEEPING |
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68 |
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Record Keeping |
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69 |
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iii
INTRODUCTION
Rule 206(4)-6 (the Rule) adopted under the Investment Advisers Act of 1940, as amended (the
Advisers Act) requires all registered investment advisers that exercise voting discretion over
securities held in client portfolios to adopt proxy voting policies and procedures.
Blackstone Asia Advisors, LLC (the Adviser) is a registered investment adviser under the Advisers
Act and is therefore required to adopt proxy voting policies and procedures pursuant to the Rule.
When the Adviser has investment discretion over a clients investment portfolio, then the Adviser
votes proxies for the Account pursuant to the policies and procedures set forth herein.
4
CHAPTER 1
BOARD OF DIRECTORS
Voting on Director Nominees
In Uncontested Elections
These proposals seek shareholder votes for persons who have been nominated by a corporations board
of directors to stand for election to serve as members of that board. No candidates are opposing
these board nominees. |
|
In each analysis of an uncontested election of directors you should review: |
|
(1) |
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Company performance |
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|
(2) |
|
Composition of the board and key board committees |
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(3) |
|
Attendance at board meetings |
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(4) |
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Corporate governance provisions and takeover activity |
We may also consider:
|
(1) |
|
Board decisions concerning executive compensation |
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|
(2) |
|
Number of other board seats held by the nominee |
|
|
(3) |
|
Interlocking directorships |
Vote Recommendation
It is our policy to vote IN FAVOR of the
candidates proposed by the board.
We will look carefully at each candidates background contained in the proxy statement. In the
absence of unusual circumstances suggesting a nominee is clearly not qualified to serve as a member
of the board, we will vote with management.
Chairman and CEO are the same person
Shareholders may propose that different persons hold the positions of the chairman and the
CEO.
We would evaluate these proposals on a case by case basis depending on the size of the
company and performance of management.
5
Independence of Directors
Shareholders may request that the board be comprised of a majority of independent directors
and that audit, compensation and nominating committees of the Board consists exclusively of
independent directors. We believe that independent directors are important to corporate
governance.
Vote Recommendation
It is our policy to vote FOR proposals requesting
that a majority of the Board be independent and
that the audit, compensation and nominating
committees of the board include only independent
directors.
6
Stock Ownership Requirements
Shareholders may propose that directors be required to own a minimum amount of company stock
or that directors should be paid in company stock, not cash. This proposal is based on the view
that directors will align themselves with the interest of shareholders if they are shareholders
themselves. We believe that directors are required to exercise their fiduciary duty to the company
and its shareholders whether or not they own shares in the company and should be allowed to invest
in company stock based on their own personal considerations.
Vote Recommendation
Vote AGAINST proposals that require director
stock ownership.
7
Charitable Contributions
Charitable contributions by companies are generally useful for assisting worthwhile causes and
for creating goodwill between the company and its community. Moreover, there may be certain
long-term financial benefits to companies from certain charitable contributions generated from, for
example, movies spent helping educational efforts in the firms primary employment areas.
Shareholders should not decide what the most worthwhile charities are.
Vote Recommendation
(Shareholders Proposals)
Vote AGAINST proposals regarding charitable
contribution.
Shareholders have differing and equally sincere views as to which charities the company should
contribute to, and the amount it should contribute. In the absence of bad faith, self-dealing, or
gross negligence, management should determine which contributions are in the best interest of the
company.
8
Director and Officer Indemnification And Liability Protection
These proposals typically provide for protection (or additional protection) which is to be afforded
to the directors of a corporation in the form of indemnification by the corporation, insurance
coverage or limitations upon their liability in connection with their responsibilities as
directors.
When a corporation indemnifies its directors and officers, it means the corporation promises to
reimburse them for certain legal expenses, damages, and judgments incurred as a result of lawsuits
relating to their corporate actions. The corporation becomes the insurer for its officers and
directors.
Vote Recommendation
Vote AGAINST proposals that eliminate entirely
director and officers liability for monetary
damages for violating the duty of care.
Vote AGAINST indemnification proposals that would
expand coverage beyond just legal expenses to
acts, such as negligence, that are more serious
violations of fiduciary obligations than mere
carelessness.
Vote FOR only those proposals providing such
expanded coverage in cases when a directors or
officers legal defense was unsuccessful if: a)
the director was found to have acted in good
faith, and b) only if the directors legal
expenses would be covered.
The following factors should be considered:
|
(A) |
|
The present environment in which directors operate provides substantial risk
of claims or suits against them in their individual capacities arising out of the
discharge of their duties. |
9
|
(B) |
|
Attracting and retaining the most qualified directors enhances shareholder
value. |
10
Size of the Board
Typically there are three reasons for changing the size of the board. The first reason may
be to permit inclusion into the board of additional individuals who, by virtue of their
ability and experience, would benefit the corporation. The second reason may be to reduce
the size of the board due to expiration of terms, resignation of sitting directors or,
thirdly, to accommodate the corporations changing needs.
Vote Recommendation
Vote FOR the boards recommendation to increase
or decrease the size of the board.
The following factors should be considered:
|
1. |
|
These proposals may aim at reducing or increasing the influence of certain
groups of individuals. |
|
|
2. |
|
This is an issue with which the board of directors is uniquely qualified to
deal, since they have the most experience in sitting on a board and are up-to-date on
the specific needs of the corporation. |
11
Voting on Director Nominees in Contested Elections
Votes in contested elections of directors are evaluated on a CASE-BY-CASE basis.
The following factors are considered:
|
1. |
|
managements track record |
|
|
2. |
|
background to the proxy contest |
|
|
3. |
|
qualifications of director nominees |
12
Term Of Office
This is a shareholders proposal to limit the tenure of outside directors. This requirement may
not be an appropriate one. It is an artificial imposition on the board, and may have the result of
removing knowledgeable directors from the board.
Vote Recommendation
Vote AGAINST shareholder proposals to limit the
tenure of outside directors.
The following factors should be considered:
|
1. |
|
An experienced director should not be disqualified because he or she has
served a certain number of years. |
|
|
2. |
|
The nominating committee is in the best position to judge the directors
terms in office due to their understanding of a corporations needs and a directors
abilities and experience. |
|
|
3. |
|
If shareholders are not satisfied with the job a director is doing, they can
vote him/her off the board when the term is up. |
13
Compensation Disclosure
These proposals seek shareholder approval of a request that the board of directors disclose the
amount of compensation paid to officers and employees, in addition to the disclosure of such
information in the proxy statement as required by the SEC regulations.
Vote Recommendation
(shareholders policy)
Vote AGAINST these proposals that require
disclosure, unless we have reason to believe that
mandated disclosures are insufficient to give an
accurate and meaningful account of senior
management compensation.
The following factors should be considered:
|
1. |
|
Federal securities laws require disclosure in corporate proxy statements of
the compensation paid to corporate directors and officers. |
|
|
2. |
|
Employees other than executive officers and directors are typically not in
policy-making roles where they have the ability to determine, in a significant way,
the amount of their own compensation. |
|
|
3. |
|
The disclosure of compensation of lower-level officers and employees
infringes upon their privacy and might create morale problems. |
14
Ratifying Auditors
Shareholders must make certain that auditors are responsibly examining the financial statements of
a company, that their reports adequately express any legitimate financial concerns, and that the
auditor is independent of the company it is serving.
Vote Recommendation
Vote FOR proposal to ratify auditors.
The following factors should be considered:
|
1. |
|
Although lawsuits are sometimes filed against accounting firms, including
those nationally recognized, these firms typically complete their assignments in a
lawful and professional manner. |
|
|
2. |
|
Sometimes it may be appropriate for a corporation to change accounting firms,
but the board of directors is in the best position to judge the advantages of any such
change and any disagreements with former auditors must be fully disclosed to
shareholders. |
|
|
3. |
|
If there is a reason to believe the independent auditor has rendered an
opinion which is neither accurate nor indicative of the companys financial position,
then in this case vote AGAINST ratification. |
16
CHAPTER 3
TENDER OFFER DEFENSES
17
Poison Pills
Poison pills are corporate-sponsored financial devices that, when triggered by potential acquirers,
do one or more of the following: a) dilute the acquirers equity in the target company, b) dilute
the acquirers voting interests in the target company, or c) dilute the acquirers equity holdings
in the post-merger company. Generally, poison pills accomplish these tasks by issuing rights or
warrants to shareholders that are essentially worthless unless triggered by a hostile acquisition
attempt.
A poison pill should contain a redemption clause that would allow the board to redeem it even after
a potential acquirer has surpassed the ownership threshold. Poison pills may be adopted by the
board without shareholder approval. But shareholders must have the opportunity to ratify or reject
them at least every two years.
Vote Recommendation
Vote FOR shareholder proposals asking that a
company submit its poison pill for shareholder
ratification.
Vote on a CASE-BY-CASE basis regarding
shareholder proposals to redeem a companys
poison pill.
Vote on a CASE-BY-CASE basis regarding management
proposals to ratify a poison pill.
18
Greenmail
Greenmail payments are targeted share repurchases by management of company stock from individuals
or groups seeking control of the company. Since only the hostile party receives payment, usually
at a substantial premium over the market, the practice discriminates against all other
shareholders.
Greenmail payments usually expose the company to negative press and may result in lawsuits by
shareholders. When a companys name is associated with such a practice, company customers may
think twice about future purchases made at the expense of the shareholders.
Vote Recommendation
Vote FOR proposals to adopt anti Greenmail or
bylaw amendments or otherwise restrict a
companys ability to make Greenmail payments
Vote on a CASE-BY-CASE basis regarding
anti-Greenmail proposals when they are bundled
with other charter or bylaw amendments.
The following factors should be considered:
|
1. |
|
While studies by the SEC and others show that Greenmail devalues the
companys stock price, an argument can be made that a payment can enable the company
to pursue plans that may provide long-term gains to the shareholders. |
19
Supermajority Vote
Supermajority provisions violate the principle that a simple majority of voting shares should be
all that is necessary to effect change regarding a company and its corporate governance provisions.
These proposals seek shareholder approval to exceed the normal level of shareholder participation
and approval from a simple majority of the outstanding shares to a much higher percentage.
Vote Recommendations
Vote AGAINST management proposals to require a
Supermajority shareholder vote to approve mergers
and other significant business combinations.
Vote FOR shareholder proposals to lower
Supermajority vote requirements for mergers and
other significant business combinations.
The following factors should be considered:
|
1. |
|
Supermajority requirements ensure broad agreement on issues that may have a
significant impact on the future of the company. |
|
|
2. |
|
Supermajority vote may make action all but impossible. |
|
|
3. |
|
Supermajority requirements are counter to the principle of majority rule. |
20
CHAPTER 4
MERGERS AND CORPORATE RESTRUCTURING
21
Changing Corporate Name
This proposal seeks shareholder approval to change the corporations name. It is probably better
to vote for the proposed name change before management goes back to the drawing board and spends
another small fortune attempting again to change the name.
Vote Recommendation
Vote FOR changing the corporate name.
The following factors should be considered:
|
1. |
|
A name of a corporation symbolizes its substance. |
|
|
2. |
|
There are many reasons a corporation may have for changing its name,
including an intention to change the direction of the business or to have a
contemporary corporate image. |
|
|
3. |
|
The board of directors is well-positioned to determine the best name for the
corporation because, among other reasons, it usually seeks professional advice on such
matters. |
22
Reincorporation
These proposals seek shareholder approval to change the state in which a company is incorporated.
Sometimes this is done to accommodate the companys most active operations or headquarters. More
often, however, the companies want to reincorporate in a state with more stringent anti-takeover
provisions. Delawares state laws, for instance, including liability and anti-takeover provisions,
are more favorable to corporations.
Vote Recommendation
Vote on a CASE-BY-CASE basis, carefully reviewing
the new states laws and any significant changes
the company makes in its charter and by-laws.
The following factors should be considered:
|
1. |
|
The board is in the best position to determine the companys need to
incorporate. |
|
|
2. |
|
Reincorporation may have considerable implications for shareholders,
affecting a companys takeover defenses, its corporate structure or governance
features. |
|
|
3. |
|
Reincorporation in a state with stronger anti-takeover laws may harm
shareholder value. |
23
CHAPTER 5
PROXY CONTEST DEFENSES
24
Board Structure: Staggered vs. Annual Elections
A company that has a classified, or staggered, board is one in which directors are typically
divided into three classes, with each class serving three-year terms; each classs reelection
occurs in different years. In contrast, all directors of an annually elected board serve one year
and the entire board stands for election each year.
Classifying the board makes it more difficult to change control of a company through a proxy
contest involving election of directors. Because only a minority of the directors are elected each
year, it will be more difficult to win control of the board in a single election.
Vote Recommendations
Vote AGAINST proposals to classify the board.
Vote FOR proposals to repeal classified boards
and to elect all directors annually.
The following factors should be considered:
|
1. |
|
The annual election of directors provides an extra check on managements
performance. A director who is doing a good job should not fear an annual review of
his/her directorship. |
25
Cumulative Voting
Most companies provide that shareholders are entitled to cast one vote for each share owned, the
so-called one share, one vote standard. This proposal seeks to allow each shareholder to cast
votes in the election of directors proportionate to the number of directors times the number of
shares owned by each shareholder for one nominee.
Vote Recommendation
Vote AGAINST proposals that permit cumulative
voting.
The following factors should be considered:
|
1. |
|
Cumulative voting would allow a minority owner to create an impact
disproportionate to his/her holdings. |
|
|
2. |
|
Cumulative voting can be used to elect a director who would represent special
interests and not those of the corporation and its shareholders. |
|
|
3. |
|
Cumulative voting can allow a minority to have representation. |
|
|
4. |
|
Cumulative Voting can lead to a conflict within the board which could
interfere with its ability to serve the shareholders best interests. |
26
Shareholders Ability to Call Special Meeting
Most state corporation statutes allow shareholders to call a special meeting when they want to take
action on certain matters that arise between regularly scheduled annual meetings.
Vote Recommendation
Vote AGAINST proposals to restrict or prohibit
shareholder ability to call special meetings.
Vote FOR proposals that remove restrictions on
the right of shareholders to act independently of
management.
27
Shareholders Ability to Alter Size of the Board
Proposals which would allow management to increase or decrease the size of the board at its own
discretion are often used by companies as a takeover defense.
Shareholders should support management proposals to fix the size of the board at a specific number
of directors, preventing management from increasing the size of the board without shareholder
approval. By increasing the size of the board, management can make it more difficult for
dissidents to gain control of the board.
Vote Recommendations
Vote FOR proposal which seek to fix the size of
the board.
Vote AGAINST proposals which give management the
ability to alter the size of the board without
shareholder approval.
28
CHAPTER 6
MISCELLANEOUS CORPORATE GOVERNANCE PROVISIONS
29
Confidential Voting
Confidential voting, also known as voting by secret ballot, is one of the key structural issues in
the proxy system. All proxies, ballots, and voting tabulations that identify individual
shareholders are kept confidential.
Vote Recommendations
Vote FOR shareholder proposals requesting that
corporations adopt confidential voting.
Vote FOR management proposals to adopt
confidential voting.
The following factors should be considered:
|
1. |
|
Some shareholders elect to have the board not know how they voted on certain
issues. |
|
|
2. |
|
Should the board be aware of how a shareholder voted, the board could attempt
to influence the shareholder to change his/her vote, giving itself an advantage over
those that do not have access to this information. |
|
|
3. |
|
Confidential voting is an important element of corporate democracy which
should be available to the shareholder. |
30
Shareholder Advisory Committees
These proposals request that the corporation establish a shareholder advisory committee to review
the boards performance. In some instances, it would have a budget funded by the corporation and
would be composed of salaried committee members with authority to hire outside experts and to
include reports in the annual proxy statement.
Vote Recommendation
Vote AGAINST proposals to establish a shareholder
advisory committee.
The following factors should be considered:
|
1. |
|
Directors already have fiduciary responsibility to represent shareholders and
are accountable to them by law, thus rendering shareholder advisory committees
unnecessary. |
|
|
2. |
|
Adding another layer to the current corporate governance system would be
expensive and unproductive. |
31
Foreign Corporate Matters
These proposals are usually submitted by companies incorporated outside of the United States
seeking shareholder approval for actions which are considered ordinary business and do not require
shareholder approval in the United States (i.e., declaration of dividends, approval of financial
statements, etc.).
Vote Recommendation
Vote FOR proposals that concern foreign companies
incorporated outside of the United States.
The following factors should be considered:
|
1. |
|
The laws and regulations of various countries differ widely as to those
issues on which shareholder approval is needed, usually requiring consent for actions
which are considered routine in the United States. |
|
|
2. |
|
The board of directors is well positioned to determine whether or not these
types of actions are in the best interest of the corporations shareholders. |
32
Government Service List
This proposal requests that the board of directors prepare a list of employees or consultants to
the company who have been employed by the government within a specified period of time and the
substance of their involvement.
Solicitation of customers and negotiation of contractual or other business relationships is
traditionally the responsibility of management. Compilation of such a list does not seem to serve
a useful purpose, primarily because existing laws and regulations serve as a checklist on conflicts
of interest.
Vote Recommendation
Vote AGAINST these proposals which request a list
of employees having been employed by the
government.
The following factors should be considered:
|
1. |
|
For certain companies, employing individuals familiar with the regulatory
agencies and procedures is essential and, therefore, is in the best interests of the
shareholders. |
|
|
2. |
|
Existing laws and regulations require enough disclosure and serve as a check
on conflicts of interest. |
|
|
3. |
|
Additional disclosure would be an unreasonable invasion of such individuals
privacy. |
33
CHAPTER 7
SOCIAL AND ENVIRONMENTAL ISSUES
34
Energy and Environmental Issues
(CERES Principles)
CERES proposals ask management to sign or report on process toward compliance with ten principles
committing the company to environmental stewardship. Principle 10 directs companies to fill out
the CERES report. This report requires companies to disclose information about environmental
policies, toxic emissions, hazardous waste management, workplace safety, energy use, and
environmental audits.
Vote Recommendation
Vote AGAINST proposals requesting that companies
sign the CERES Principles.
The following factors should be considered:
|
1. |
|
We do not believe a concrete business case is made for this proposal. In our
opinion, the company will be best served by continuing to carry on its business as it
did before the proposal was made. |
35
Northern Ireland
(MacBride Principles)
It is well documented that Northern Irelands Catholic community faces much higher unemployment
figures then the Protestant community. Most proposals ask companies to endorse or report on
progress with respect to the MacBride Principles.
In evaluating a proposal to adopt the MacBride Principles, you must decide if the principles will
cause the company to divest, and worsen unemployment problems.
Vote Recommendation
REFRAIN from voting on proposals that request
companies to adopt the MacBride Principles.
The following factors should be considered:
|
1. |
|
We believe that human and political rights are of the utmost importance for
their own sake as well as for the enhancement of economic potential of a nation. |
|
|
2. |
|
We do not believe a concrete business case has been made for this proposal.
We will refrain from making social or political statements by voting for these
proposals. We will only vote on proposals that maximize the value of the issuers
status without regard to (i.e., we will not pass judgement upon) the non-economic
considerations. |
36
Maquiladora Standards and
International Operations and Policies
Proposals in this area generally request companies to report on or to adopt certain principles
regarding their operations in foreign countries.
The Maquiladora Standards are a set of guidelines that outline how U.S. companies should conduct
operations in Maquiladora facilities just across the U.S.-Mexican border. These standards cover
such topics as community development, environmental policies, health and safety policies, and fair
employment practices.
Vote Recommendation
ABSTAIN from providing a Vote Recommendation on
proposals regarding the Maquiladora Standards and
international operating policies.
The following factors should be considered:
|
1. |
|
We believe that human rights are of the utmost importance for their own sake
as well as for the enhancement of economic potential of a nation. |
|
|
2. |
|
We do not believe that a concrete business case has been made for these
proposals. We will refrain from making social statements by voting for these
proposals. We will not only vote on proposals that maximize the value of the issuers
securities without regard to (i.e., we will not pass judgement upon) the non-economic
considerations. |
37
Equal Employment Opportunity
And Discrimination
In regards to equal employment and discrimination, companies without comprehensive EEO programs
will find it hard to recruit qualified employees and find them at a long-term competitive
disadvantage. Companies who are not carefully watching their human resource practices could also
face lawsuits.
Vote Recommendation
REFRAIN from voting on any proposals regarding
equal employment opportunities and
discrimination.
The following factors should be considered:
|
1. |
|
We feel that the hiring and promotion of employees should be free from
prohibited discriminatory practices. We also feel that many of these issues are
already subject to significant state and federal regulations. |
38
Animal Rights
A Corporation is requested to issue a report on its progress towards reducing reliance on animal
tests for consumer product safety.
Vote Recommendation
REFRAIN from making Vote Recommendations on
proposals regarding animal rights.
The following factors should be considered:
|
1. |
|
Needless cruelty to animals should never be tolerated. However, the testing
of products on animals may be very important to the health and safety of consumers. |
|
|
2. |
|
We also feel that this issue is already subject to significant state and
federal regulation. |
39
CHAPTER 8
CAPITAL STRUCTURE
40
Common Stock Authorization
The ability to increase the number of authorized shares could accommodate the sale of equity, stock
splits, dividends, compensation-based plans, etc. The board can usually be trusted to use
additional shares for capital-raising and other transactions that are in the corporations best
interests.
However, excessive escalation in the number of authorized shares may allow the board to radically
change the corporations direction without shareholder approval. Be careful to view that the
increased number of shares will not enable the company to activate a poison pill.
Vote Recommendation
Vote Case-By-Case on proposals to increase the
number of shares of common stock authorized for
issue.
Vote AGAINST proposed common share authorization
that increase existing authorization by more then
100 percent unless a clear need for the excess
shares is presented by the company.
The following factors should be considered:
|
1. |
|
Is this company going to make frequent business acquisitions over a period of
time? |
|
|
2. |
|
Is the company expanding its operations? |
|
|
3. |
|
Within the company, are there any debt structuring or prepackaged bankruptcy
plans? |
41
Blank Check Preferred Stock
The terms of blank check preferred stock give the board of directors the power to issue shares of
preferred stock at their discretion, with voting, conversion, distribution and other rights to be
determined by the board at the time of the issue.
Blank check preferred stock can provide corporations with the flexibility to meet changing
financial conditions. However, once the blank check preferred stock has been authorized, the
shareholders have no further power over how or when it will be allocated.
Vote Recommendation
Vote AGAINST proposals authorizing the creation
of new classes of preferred stock with
unspecified voting, conversion, dividend
distribution, and other rights.
The following factors should be considered:
|
1. |
|
Blank check preferred stock can be used as the vehicle for a poison pill
defense against hostile suitors, or it may be placed in friendly hands to help block a
takeover bid. |
42
Preemptive Rights
These proposals request that the corporation provide existing shareholders with an opportunity to
acquire additional shares in proportion to their existing holdings whenever new shares are issued.
In companies with a large shareholder base and ease in which shareholders could preserve their
relative interest through purchases of shares on the open market, the cost of implementing
preemptive rights does not seem justifiable in relation to the benefits.
Vote Recommendation
Vote AGAINST proposals seeking preemptive rights.
The following factors should be considered:
|
1. |
|
The existence of preemptive rights can considerably slow down the process of
issuing new shares due to the logistics involved in protecting such rights. |
|
|
2. |
|
Preemptive rights are not necessary for the shareholder in todays
corporations, whose stock is held by a wide range of owners and is, in most cases,
highly liquid. |
43
Stock Distributions: Splits and Dividends
Stock Splits
The corporation requests authorization for a stock split.
Vote Recommendation
Vote FOR management proposal to authorize stock
splits unless the split will result in an
increase of authorized but unissued shares of
more than 100% after giving effect to the shares
needed for the split.
44
Reverse Stock Splits
Vote Recommendation
Vote FOR management proposal to authorize reverse
stock split unless the reverse stock split
results in an increase of authorized but unissued
shares of more than 100% after giving effect to
the shares needed for the reverse split.
45
Adjustments to Par Value of Common Stock
The purpose of par value stock is to establish the maximum responsibility of stockholder in the
event that a corporation becomes insolvent. It represents the maximum amount that a shareholder
must pay the corporation if the stock is to be fully paid when issued.
The corporation requests permission to reduce the par value of its stock. In most cases, adjusting
par value is a routine financing decision and should be supported.
Vote Recommendation
Vote FOR management proposals to reduce the par
value of common stock.
The following factors should be considered:
|
1. |
|
State laws sometimes prohibit issuance of new stock priced below that of the
outstanding shares. |
|
|
2. |
|
A corporation may be unable to raise capital if the par value is overstated. |
46
Debt Restructurings
The corporation may propose to increase common and/or preferred shares and to issue shares as part
of a debt restructuring plan.
Vote Recommendation
It is our policy to vote CASE-BY-CASE on debt
restructuring.
The following factors should be considered:
|
1. |
|
Dilution How much will ownership interest of existing shareholders be
reduced and how extreme will dilution to future earnings be? |
|
|
2. |
|
Change in Control Will the transaction result in a change of control of the
company? |
|
|
3. |
|
Bankruptcy Is the threat of bankruptcy, which would result in severe losses
in shareholder value, the main factor driving the debt restructuring? |
47
CHAPTER 9
EXECUTIVE AND DIRECTOR COMPENSATION
48
Director Compensation
Directors represent shareholders and are responsible for protecting shareholder interests.
Companies state in the proxy material that they pay directors well in order to attract the most
qualified candidates. All compensation packages for any executive, director or employee should
include a pay-for-performance component.
Vote Recommendation
Vote on a CASE-BY-CASE basis for director
compensation.
The following factors should be considered:
|
1. |
|
As directors take an increasingly active role in corporate decision-making
and governance, their compensation is becoming more performance-based. |
49
Shareholder Proposal to Limit Executive and Director Pay
Shareholder compensation proposals that set limits or reduce executive compensation should be
closely scrutinized. Many of these proposals may be flawed in their emphasis on an absolute dollar
figure in compensation.
Vote Recommendation
Vote on a CASE-BY-CASE basis.
The following factors should be considered:
|
1. |
|
Executive compensation is established by a committee that consists of
independent directors who have fiduciary responsibility to act in the best interest of
the shareholders and who are best placed to make compensation decisions. |
50
Employee Stock Ownership Plans (ESOPs)
These proposals ask for stockholder endorsement of compensation plans for key employees which
involve the issuance of company shares by granting of stock options, SARs, restricted stock, etc.
These plans help attract and retain best-qualified corporate personnel and tie their interests more
closely to those of the shareholders.
Vote Recommendation
Vote FOR proposals to adopt share-based
compensation plans when the following items are
involved:
|
1. |
|
The exercise price for stock options is less than 85% of fair market value on
the date of the grant. |
|
|
2. |
|
It is an omnibus stock plan which gives directors broad discretion in
deciding how much and what kind of stock to award, when and to whom. |
|
|
3. |
|
The shares for issue exceed 8% of the companys outstanding shares; or, in
the case of the evergreen plans, the amount of increase exceeds 1.5% of the total
number of shares outstanding. |
Vote AGAINST proposals adopting share based
compensation plans when the following items are
involved:
|
1. |
|
Re-load options (new options issued for any exercised). |
|
|
2. |
|
The plan would allow for management to pyramid their holdings by using stock
to purchase more stock, without having to lay out cash. Vote YES if this is for
directors. |
51
Options Expensing
Shareholder proposal to expense options.
Vote Recommendation
It is our policy to vote FOR proposals to expense
options.
52
Golden Parachutes
Golden parachutes are designed to protect the employees of a corporation in the event of a change
in control. The change in control agreement will specify the exact payments to be made under the
golden parachutes. The calculation for payout is usually based on some multiple of an employees
annual or monthly compensation. Golden parachutes are generally given to employees whose annual
compensation exceeds $112,000.
Recent experience has shown a willingness of many managements to treat severance agreements as
equal to equity investments and to reward themselves as if substantial amounts of equity were at
risk.
Vote Recommendation
Vote FOR proposals which seek to limit additional
compensation payments.
Vote FOR shareholder proposals to have golden
parachutes submitted for shareholder
ratification.
The following factors should be considered:
|
1. |
|
The stability of management may be affected by an attempted acquisition of
the corporation. |
|
|
2. |
|
There is a tendency on the part of an entrenched management to overstate the
value of their continuing control of and influence on the day-to-day functions of a
corporation. |
53
Proposal to Ban Golden Parachutes
Based on the foregoing information:
Vote Recommendation
We are FOR this proposal, which essentially bans
golden parachutes, because we feel managements
compensation should be solely based on real-time
contributions to the corporation while they are
serving it. Deferred current compensation is
viewed differently than future, contingent
compensation for current services.
54
Outside Directors Retirement Compensation
We believe that directors should only be compensated while serving the company.
Vote Recommendations
Vote AGAINST proposals establishing outside
directors retirement compensation.
Vote FOR proposals that revoke outside directors
retirement compensation.
55
CHAPTER 10
STATE OF INCORPORATION
56
Control Share Acquisition Statutes
These proposals suggest that the board of directors solicit shareholder approval before committing
acquisitions or divestiture of a business exceeding stipulated threshold levels. Such statutes
function by denying shares their voting rights when they contribute to ownership in excess of
certain thresholds.
Vote Recommendation
Vote AGAINST proposals which request the board to
seek shareholder approval before committing to an
acquisition.
The following factors should be considered:
|
1. |
|
These proposals deprive the board of directors of its ability to act quickly
in propitious circumstances. |
|
|
2. |
|
Conforming to these requirements can be expensive. |
|
|
3. |
|
The board of directors is uniquely qualified and positioned to be able to
make these decisions without prior shareholder approval. |
|
|
4. |
|
The threshold levels usually imposed by these proposals are much more
stringent than required by law. |
57
Opt-Out of State Takeover Statutes
These proposals seek shareholder approval to opt-out (not be governed by) certain provisions of the
anti-takeover laws of various states. Delaware law, for instance, dictates that a bidder has to
acquire at least 85% of a companys stock before exercising control, unless he or she has board
approval. This means that a company may thwart an otherwise successful bidder by securing 15% of
its stock in friendly hands.
Vote Recommendation
Vote on a CASE-BY-CASE basis for these proposals.
The following factors should be considered:
|
1. |
|
It is the directors responsibility to act on behalf of the shareholders in
opposing coercive takeover attempts. |
|
|
2. |
|
Creating deterrents to corporate takeovers may allow for entrenchment of
inefficient management. |
|
|
3. |
|
These statutes strengthen the boards ability to deal with potential buyers
on fair and reasonable terms. |
|
|
4. |
|
Shareholders should have the final say on whether the company should be
merged or acquired. |
58
Corporate Restructuring, Spin-Offs Asset Sales, Liquidations
Votes on corporate restructuring, spin-offs, asset sales and liquidations are evaluated on a case
by case basis.
59
CHAPTER 11
CONFLICTS OF INTEREST
60
Conflicts
From time to time, proxy voting proposals may raise conflicts between the interests of the Advisers
clients and the interests of the Adviser, its affiliates and its employees. Conflicts of interest
may arise when:
|
1. |
|
Proxy votes regarding non-routine matters are solicited by an issuer that may
have a separate account relationship with an affiliate of the Adviser. |
|
|
2. |
|
A proponent of a proxy proposal has a business relationship with the Adviser
or one of its affiliates or the Adviser or one of its affiliates has a business
relationship with participants in proxy contests, corporate directors or director
candidates. |
|
|
3. |
|
An employee of the Adviser has a personal interest in the outcome of a
particular matter before shareholders. |
If the Adviser receives a proxy that to the knowledge of the Proxy Manager raises a conflict of
interest, the Proxy Manager shall advise the Governance Committee which shall determine whether the
conflict is material to any specific proposal involved in the proxy. The Governance Committee
will determine whether the proposal is material as follows:
|
1. |
|
Routine proxy proposals are presumed not to involve a material conflict of
interest. |
|
|
2. |
|
Non-routine proxy proposals. Proxy proposals that are non-routine will be
presumed to involve a material conflict of interest unless the Governance Committee
determines that the conflict is unrelated to the proposal. Non-routine proposals
would include a merger, compensation matters for management and contested elections of
directors. |
61
Conflicts contd
|
3. |
|
The Governance Committee may determine on a case-by-case basis that
particular non-routine proposals do not involve a material conflict of interest
because the proposal is not directly related to the Advisers conflict vis-à-vis the
issue. The Governance Committee will record the basis for any such determination.
With respect to any proposal that the Governance Committee determines presents a
material conflict of interest, the Adviser may vote regarding that proposal in any of
the following ways: |
|
a) |
|
Obtain instructions from the client on how to vote. |
|
|
b) |
|
Use existing proxy guidelines if the policy with respect to
the proposal is specifically addressed and does not involve a case-by-case
analysis. |
|
|
c) |
|
Vote the proposal that involves the conflict according to the
recommendations of an independent third party such as Institutional Share
Services Inc. or Investor Responsibility Research Center. |
62
CHAPTER 12
GOVERNANCE COMMITTEE
AND
PROXY MANAGERS
63
Governance Committee
The Governance Committee is responsible for the maintenance of the Proxy Voting Policies and
Procedures and will determine whether any conflict between the interest of clients and the Advisers
in voting proxies is material. The Governance Committee includes the following: (1) Joseph
Malangoni, (2) Barbara Pires, and (3) Punita Kumar-Sinha.
64
Proxy Managers
The Proxy Manager for the Adviser is Punita Kumar-Sinha, Portfolio Manager. The Proxy Manager will
determine how votes will be cast on proposals that are evaluated on a case-by case basis.
65
CHAPTER 13
SPECIAL ISSUES WITH VOTING
FOREIGN PROXIES
66
Special Issues with Voting Foreign Proxies
Voting proxies with respect to shares of foreign stock may involve significantly greater effort and
corresponding cost than voting proxies in the U.S domestic market. Issues in voting foreign
proxies include the following:
|
1. |
|
Each country has its own rules and practices regarding shareholder
notification, voting restrictions, registration conditions and share blocking. |
|
|
2. |
|
In some foreign countries shares may be blocked by custodian or depository
or bearer shares deposited with specific financial institutions for a certain number
of days before or after the shareholders meeting. When blocked, shares typically may
not be traded until the day after the blocking period. Blackstone may refrain from
voting shares of foreign stocks subject to blocking restrictions where in the
Advisers judgment the benefit from voting the shares is outweighed by the interest in
maintaining client liquidity in the shares. This decision is made on a case-by-case
basis based on a relevant factors including the length of the blocking period, the
significance of the holding and whether the stock is considered by a long-term
holding. |
|
|
3. |
|
Time frames between shareholder notification, distribution of proxy
materials, book closures and the actual meeting date may be too short to allow timely
action. |
|
|
4. |
|
In certain countries, applicable regulations require that votes must be made
in person at the shareholder meeting. The Adviser will weigh the costs and benefits
of voting on proxy proposals in countries that require in-person voting on a
case-by-case basis and make decisions on whether voting on a given proxy proposal is
prudent. Generally, the Adviser will not vote shares in countries that require in
person voting on routine matters such as uncontested elections of directors,
ratification of auditors. |
67
CHAPTER 14
RECORD KEEPING
68
Record Keeping
Blackstone will maintain the following records:
|
1. |
|
Copies of these policies |
|
|
2. |
|
A copy of each proxy statement that the Adviser receives regarding client
securities. The Adviser may satisfy this requirement by relying on a third party to
keep copies of proxy statements provided that the Adviser has an undertaking from the
third party to provide a copy of the proxy statement promptly upon request. |
|
|
3. |
|
A record of each vote cast on behalf of a client. A third party may keep
these voting records provided that the Adviser has an undertaking from the third party
to provide a copy of the record promptly upon request. |
|
|
4. |
|
A copy of any document created by the Adviser that was material to making a
decision on how to vote proxies or that memorializes the basis for that decision. |
|
|
5. |
|
A copy of each written client request for information on how an Adviser voted
proxies on behalf of the client and a copy of written response by the Adviser to any
client request for information on how the Adviser voted proxies on behalf of the
client. |
The above records shall be maintained for five years from the end of the fiscal year during which
the last entry was made on such record, the first two years in an appropriate office of the
Adviser.
69
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Portfolio Manager. As of December 31, 2007, the Fund is managed by Punita Kumar-Sinha, who has
primary responsibility for the day-to-day implementation of the Funds investment strategies. Ms.
Kumar-Sinha has been the portfolio manager for the Fund since 1997. Ms Kumar-Sinha joined
Blackstone Asia Advisors L.L.C. (the Investment Manager) in December 2005 and is a Senior
Managing Director. Prior to joining the Investment Manager, Ms. Kumar-Sinha was a Managing Director
and Senior Portfolio Manager at Oppenheimer Asset Management Inc. and CIBC World Markets, where she
was also the portfolio manager for the Fund.
Other Accounts Managed by Portfolio Manager. In addition to managing the Fund, Ms. Kumar-Sinha
also is primarily responsible for the day-to-day portfolio management of one registered investment
company, The Asia Tigers Fund, Inc., and one unregistered pooled investment vehicle. As of
December 31, 2007, the total assets of The Asia Tigers Fund, Inc. were $148,140,923, and the total
assets of the unregistered pooled investment vehicle were approximately $79,367,764 million. Ms.
Kumar-Sinha manages no other registered investment companies, pooled investment vehicles or
accounts. None of the accounts managed by Ms. Kumar-Sinha have fees based on performance.
Portfolio Manager Compensation. The portfolio managers overall compensation is determined by
Blackstones Management Committee. Blackstones compensation structure is designed to pay
competitive salaries to attract and retain top quality investment professionals. Ms. Kumar-Sinhas
compensation consists of two elementsbase salary and bonus.
Base salary. The base salary is generally a fixed amount. The base salary is reviewed annually
and may be adjusted based on a variety of factors, including competitive market factors and the
skill, experience and responsibilities of the individual. While investment performance is a
factor in determining the portfolio managers compensation, it is not necessarily a decisive
factor.
Bonus. Ms. Kumar-Sinha is also eligible to receive an annual cash bonus. The level of this bonus
is based upon evaluations and determinations made by the portfolio managers supervisor. These
reviews and evaluations often take into account a variety of factors, including the
effectiveness of the portfolio managers investment strategies, the performance of the accounts
for which she serves as portfolio manager relative to any benchmarks established for those
accounts over the course of the year (currently the IFC Investable Index, the Dollex, the Bombay
Stock Exchange 500 Index, the MSCI AC Asia Ex-Japan Index, the MSCI
India Index and the MSCI AC Far East Ex-Japan Index), the amount of the Investment Managers
total assets under management, her ability to work with colleagues and to supervise her
investment staff and her overall contribution to the Investment Manager in achieving its
business objectives.
Potential Conflicts of Interest. Potential conflicts of interest may arise when a funds
portfolio manager has day-to-day management responsibilities with respect to one or more other
funds or other accounts, as is the case for Ms. Kumar-Sinha. Ms. Kumar-Sinhas simultaneous
management of the Fund, The Asia Tigers Fund, Inc. and an unregistered pooled investment vehicle
may present actual or apparent conflicts of interest with respect to the allocation of Ms.
Kumar-Sinhas time and attention as well as with respect to the allocation and aggregation of
securities orders placed on behalf of these accounts. The Fund, The Asia Tigers Fund, Inc. and the
unregistered pooled investment vehicle have, to varying degrees, overlapping investment objectives
since all three accounts may invest in Indian securities. Potential conflicts may arise, for
example, when there is a limited quantity of an investment that may be suitable for more than one
of these accounts and the investment must be allocated between them. It is also possible that, in
light of different objectives, benchmarks, industry and sector exposures and time horizons, the
portfolio manager may take differing positions in the three accounts.
In the future, Ms. Kumar-Sinha may manage other funds or accounts that may also invest in the
same or similar securities as the Fund, which may present similar or additional conflicts of
interest. The Investment Manager believes that such potential conflicts are mitigated by the fact
that the Investment Manager has adopted policies that address potential conflicts of interest,
including strict adherence to investment objectives, policies and guidelines as well as best
execution and trade allocation policies that are designed to ensure (1) that portfolio management
is seeking the best price for portfolio securities under the circumstances, (2) fair and equitable
allocation of investment opportunities among accounts over time and (3) compliance with applicable
regulatory requirements. All accounts are treated in a non-preferential manner, such that
allocations are not based upon account performance, fee structure or preference of the portfolio
manager.
Portfolio Manager Securities Ownership. As of December 31, 2007, Ms. Kumar-Sinha beneficially owned
between $10,001 and $50,000 in the common stock of the Fund.
(b) Not applicable.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated
Purchasers.
REGISTRANT PURCHASES OF EQUITY SECURITIES
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(a) Total |
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(c) Total Number of |
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(d) Maximum Number (or |
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Number of |
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(b) Average |
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Shares (or Units) |
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Approximate Dollar Value) of |
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Shares (or |
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Price Paid per |
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Purchased as Part of |
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Shares (or Units) that May Yet |
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Units) |
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Share (or |
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Publicly Announced |
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Be Purchased Under the Plans or |
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Period |
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Purchased |
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Unit) |
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Plans or Programs |
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Programs |
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07/01/2007 to
07/31/2007 |
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None |
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None |
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None |
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None |
08/01/2007 to
08/31/2007 |
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None |
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None |
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None |
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None |
09/01/2007 to
09/30/2007 |
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2,237,725 |
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$56.4285 |
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2,237,725 (1) |
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None |
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(a) Total |
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(c) Total Number of |
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(d) Maximum Number (or |
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Number of |
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(b) Average |
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Shares (or Units) |
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Approximate Dollar Value) of |
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Shares (or |
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Price Paid per |
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Purchased as Part of |
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Shares (or Units) that May Yet |
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Units) |
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Share (or |
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Publicly Announced |
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Be Purchased Under the Plans or |
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Period |
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Purchased |
|
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Unit) |
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Plans or Programs |
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Programs |
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10/01/2007 to
10/31/2007 |
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None |
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None |
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None |
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None |
11/01/2007 to
11/30/2007 |
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None |
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None |
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None |
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None |
12/01/2007 to
12/31/2007 |
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None |
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None |
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None |
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None |
Total |
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2,237,725 |
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$56.4285 |
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2,237,725 |
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None |
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(1) |
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These shares were repurchased in connection with the Funds regular, semi-annual
repurchase offer announced on August 24, 2007 that expired on September 14, 2007. In connection
with this repurchase offer, the Fund offered to repurchase up to 2,237,725 shares of its common
stock, an amount equal to 5% of its outstanding shares of common stock, for cash at a price
approximately equal to the Funds net asset value as of September 21, 2007. |
Item 10. Submission of Matters to a Vote of Security Holders.
There have been no material changes to the procedures by which the shareholders may recommend
nominees to the registrants board of directors, where those changes were implemented after the
registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of
Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR
240.14a-101)), or this Item.
Item 11. Controls and Procedures.
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(a) |
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The registrants principal executive and principal financial officers, or persons
performing similar functions, have concluded that the registrants disclosure controls and
procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as
amended (the 1940 Act) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days
of the filing date of this report, based on their evaluation of these controls and
procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules
13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR
240.13a-15(b) or 240.15d-15(b)). |
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(b) |
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There were no changes in the registrants internal control over financial reporting (as
defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the
registrants second fiscal quarter of the period covered by this report that has materially
affected, or is reasonably likely to materially affect, the registrants internal control
over financial reporting. |
Item 12. Exhibits.
|
(a)(1) |
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Code of ethics, or any amendment thereto, that is the subject of disclosure required by
Item 2 is attached hereto. |
|
(a)(2) |
|
Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the
Sarbanes-Oxley Act of 2002 are attached hereto. |
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(a)(3) |
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Not applicable. |
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(b) |
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Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the
Sarbanes-Oxley Act of 2002 are attached hereto. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act
of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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(registrant)
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The India Fund, Inc. |
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By (Signature and Title)*
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/s/ Prakash A. Melwani |
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Prakash A. Melwani, President |
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(principal executive officer) |
Date
March 5, 2008
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act
of 1940, this report has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
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By (Signature and Title)*
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/s/ Prakash A. Melwani |
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Prakash A. Melwani, President |
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(principal executive officer) |
Date
March 5, 2008
|
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By (Signature and Title)*
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/s/ Joseph Malangoni |
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Joseph Malangoni, Treasurer and Vice President |
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(principal financial officer) |
Date
March 5, 2008
|
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* |
|
Print the name and title of each signing officer under his or her signature. |