nvcsr
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: 212-583-5000
Date of
fiscal year end: December 31, 2010
Date of
reporting period: December 31, 2010
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.
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Item 1. |
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Reports to Stockholders. |
The Report to Shareholders is attached herewith.
The India
Fund, Inc.
February 25, 2011
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, 2010.
The Funds net asset value (NAV) per share was
$35.71 on December 31, 2010, representing an increase of
21.94%, including the reinvestment of dividends, from the
Funds NAV per share on December 31, 2009, which was
$32.78. The Fund outperformed comparative indices such as the
MSCI India (USD) Index*, the S&P/IFC Investable India (USD)
Index* and the Dollex (USD) Index* which rose 19.4%, 19.8% and
21.6% respectively. However, it slightly underperformed one
other comparative index, the BSE-500 (USD) Index* which rose
22.6%.
Asian equity markets finished 2010 with solid gains, helped by
an impressive rally in the final four months, which lifted the
MSCI regional benchmark index by 17% for the year. The Indian
markets approximate 20% gain outperformed the regional
average, despite a fourth quarter correction that brought it
well down from its peak. In terms of Indian companies share
price performance, consumption related sectors significantly
outperformed the broader market with Consumer Durables surging
76% while Autos, Healthcare, Banks, and Consumer Staples gained
between 41% 46%. Conversely, Real Estate
sharply underperformed, plunging 23% as tightening liquidity,
rising land prices, and corporate governance issues rattled
investor sentiment. Overall, small and mid-cap stocks
outperformed large caps, which was in line with the global trend.
The year had a rocky start, as the positive buying momentum
carried over from 2009 quickly dissipated in the midst of
intensifying global macro concerns, including
U.S. double-dip fears, Chinas
stepped-up
monetary tightening, and, most importantly, the onset of the
European Sovereign Debt Crisis. Although Asian markets tried to
recover in mid-first quarter, they soon fell back again with
India basically following the same trajectory as the rest of the
region. A key difference during the first halfs two sharp
sell-offs, however, was that India managed to bounce harder off
its lows a result, we believe, of the countrys
own positive domestic developments such as surprisingly strong
industrial production growth and a hugely successful
3rd
Generation (3G) wireless spectrum auction.
In fact, up until the late fourth quarter, Indian equities were
remarkably resilient. For example, in the February 2010 Budget,
the government announced a partial pullback of the previous
years stimulus as well as hikes in selected excise duties;
nevertheless, Indian shares rallied. By late August, when the US
Federal Reserve clearly signaled that it would be pursuing a
second round of quantitative easing (QE2), it would
be the spark that ensured almost all Asian markets would finish
the year higher. For the year, foreign institutional investment
inflows into India surged to a record high $29 billion,
accounting for over 40% of Asia ex-Japans total inflows
(ex-China)**.
1
THE
INDIA FUND, INC.
Overall, we believe the Indian markets strong 2010
performance had solid fundamental underpinnings. In the first
half of the year especially, the Congress party-led government
made substantive progress in tackling structural reform, as both
the 3G license auction and petrol price deregulation were
unqualified successes. Moreover, the economy showed clear signs
of renewed vigor, driven by strong domestic demand and further
boosted by previously allocated budget funds that were deployed
into rural infrastructure development and job creation schemes.
Indias policy focus on these areas has had a meaningful
impact on the economy, with its Gross Domestic Product
(GDP) surging 7.4% in the fiscal year
(FY) ending March 2010 and 8.9% in the first half of
FY 2011. On the fiscal side, Indias target to cut its
budget deficit has also made impressive headway, with it set to
fall to 5.5% of GDP for FY 2011, from 6.8% of GDP in the
previous period. Finally, the government has also been
successful in raising Rs 228 billion from asset
divestments, making progress towards its targeted Rs
400 billion by FY 2011.
Unfortunately, we believe recent political developments have
been less favorable. Over the past several months, the
government has been hit with a number of separate corruption
allegations, including accusations of fraud related to the
October 2010 Commonwealth Games as well as alleged malfeasance
in the
2007-08
allocation of 2G licenses. Although an unwelcome distraction, at
this point we still believe the chance of the government having
to face a mid-term election is low. Moreover, Corporate India
has also seen a number of recent scandals, with the crime
detection agency Central Bureau of Investigation arresting
several state-owned bank employees on loan-related graft
charges. Indias market watchdog, the Securities and
Exchange Board of India, has also initiated a number of separate
actions against several listed companies on allegations of price
rigging. For the market, the effect was felt immediately, with
telecom, real estate, and certain banking stocks selling off
sharply. We believe additional news about further government and
corporate scandals could potentially serve to erode Indias
regional valuation premium. At the very least, we believe
investors will pay close attention to signals from the
government that it is dealing vigorously and effectively with
corrupt officials and company managements.
Looking ahead on the macro front, we believe the most worrisome
issue for investors in 2011 not just for India, but
for the entire Asian region will continue to be
inflation, especially food inflation. Moreover, being a net
importer of most other key resources, such as oil, adds to
Indias vulnerability. While wholesale-price inflation does
appear to be ebbing, having fallen from 10.0%
year-over-year
(YoY) growth in July 2010 to 8.4% YoY growth by
year-end, we believe it remains much too high for comfort. More
worrisome, despite strong agricultural production growth,
Indias food inflation index grew by a whopping 18.3% YoY
in the final month of 2010, which can be at least partly
attributed to higher logistics and distribution costs.
Indias central bank, the Reserve Bank of India
(RBI), after raising rates by 125 basis points
(bps) in 2010, announced a moderate 25 bps
increase in repurchase and reverse repurchase rates each to 6.5%
and 5.5% respectively in early January 2011. More rate hikes are
possible as the RBI revised its inflation target upwards from
5.5% to 7.0% for FY 2011 and advised banks to restrain credit
growth, which is currently at 24.0% and growing at a far quicker
pace than the current 16.5% deposit growth. The RBI also
expressed fears of potential capital outflows and their impact
on Indias already wide current account deficit
projected at 3.5% of GDP for FY 2011.
At 15x forward earnings, Indian stocks are trading roughly in
the middle of their historical valuation range, and at a 15%
premium to Asian peers. The premium to the region is generally
seen as justifiable given the
2
THE
INDIA FUND, INC.
countrys superior domestic growth story, low external
debt/GDP ratio of 19%, and companies higher returns on
capital. For FY 2011, high double-digit revenue growth is
expected to help deliver 17% earnings per share
(EPS) growth, while consensus forecasts call for 18%
EPS growth for FY 2012 and 17% for FY 2013^. While these
are some of the strongest forecasted growth rates in Asia, the
robust earnings outlook is being at least partially offset by
near-term macro risks of higher inflation and rising interest
rates. Given this environment, we believe 2011 will likely see
increased investor focus on company-specific fundamentals, i.e.,
well-run companies with growth, strong cash flows, reasonable
leverage, and credible managements, as investors seek to cope
with what we believe are likely to be volatile broader markets
and further negative news flow on the political and corporate
governance fronts in India.
On behalf of the Board of Directors and Punita Kumar-Sinha,
Chief Investment Officer, 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 A. Melwani
Director and President
* Please note that the
S&P/IFC Investable (USD) Index, the MSCI India (USD) Index,
the BSE-500 (USD) Index, and the Dollex (USD) Index are all
unmanaged indices. Investors cannot directly invest in any of
these indices. The indices do not reflect transaction costs or
manager fees.
** Source: Credit Suisse,
Asian stock exchanges
^ Source: Factset
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
THE
INDIA FUND, INC.
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
THE
INDIA FUND, INC.
December 31,
2010
Schedule of Investments
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INDIA (100% of
holdings)
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COMMON
STOCKS (99.99% 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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India
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99.99%
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Airlines
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0.04%
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36,968
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Jet Airways (India), Ltd.+
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$
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444,139
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$
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630,684
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444,139
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630,684
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Beverages Alcoholic
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0.77%
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2,320,710
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Radico Khaitan, Ltd.
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8,093,931
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8,189,825
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132,280
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United Spirits, Ltd.
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2,286,723
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4,320,733
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10,380,654
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12,510,558
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Building & Construction
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1.82%
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7,996,152
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Hindustan Construction Co., Ltd.
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11,002,105
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8,753,475
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1,576,904
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IRB Infrastructure Developers, Ltd.
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8,708,128
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7,955,933
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2,270,168
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Jaiprakash Associates, Ltd.
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2,167,415
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5,376,513
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1,418,820
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KEC International, Ltd.
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1,270,882
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3,318,989
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1,587,350
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Sadbhav Engineering, Ltd.
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4,536,998
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4,245,713
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27,685,528
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29,650,623
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Building Residential/Commercial
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0.24%
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533,827
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Sobha Developers, Ltd.
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3,283,869
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3,872,231
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3,283,869
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3,872,231
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Cement
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0.50%
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88,687
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Grasim Industries, Ltd.
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3,142,056
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4,642,704
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143,429
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UltraTech Cement, Ltd.
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2,164,131
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3,471,133
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5,306,187
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8,113,837
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Chemicals
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0.10%
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444,000
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Phillips Carbon Black, Ltd.
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1,994,609
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1,700,436
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1,994,609
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1,700,436
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Coal
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0.59%
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1,365,468
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Coal India, Ltd.+
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9,931,351
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9,603,929
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9,931,351
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9,603,929
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Computer Hardware
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0.24%
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1,491,200
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HCL Infosystems, Ltd.
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4,961,792
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3,906,834
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4,961,792
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3,906,834
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5
See accompanying notes to financial
statements.
THE
INDIA FUND, INC.
December 31,
2010
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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India (continued)
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Computer Software & Programming
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13.76%
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474,975
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Everonn Education, Ltd.
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$
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4,194,007
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$
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6,669,195
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1,814,909
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Infosys Technologies, Ltd.
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20,341,587
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139,826,938
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1,888,673
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KPIT Cummins Infosystems, Ltd.
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1,510,189
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6,111,841
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3,784,091
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Redington (India), Ltd.
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5,404,254
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6,935,173
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2,120,728
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Tata Consultancy Services, Ltd.
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23,120,301
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55,255,600
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891,551
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Wipro, Ltd.
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2,624,086
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9,774,860
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57,194,424
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224,573,607
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Consumer Non-Durables
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3.06%
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12,796,579
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ITC, Ltd.
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22,855,224
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49,938,567
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22,855,224
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49,938,567
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Consumer Products
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0.90%
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877,640
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HSIL, Ltd.
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2,734,802
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2,480,906
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984,947
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Jyothy Laboratories, Ltd.
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4,143,814
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5,947,348
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1,181,300
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Marico, Ltd.
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1,338,090
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3,196,630
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37,504
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Titan Industries, Ltd.
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615,403
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3,020,533
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8,832,109
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14,645,417
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Diversified Financial Services
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2.66%
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5,795,774
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IFCI, Ltd.
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7,517,253
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8,723,149
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1,981,155
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Indiabulls Financial Services, Ltd.
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6,486,022
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7,693,784
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1,330,381
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Power Finance Corp.
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4,040,420
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9,220,286
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|
1,020,642
|
|
|
Shriram Transport Finance Co., Ltd.
|
|
|
12,589,291
|
|
|
|
17,816,440
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,632,986
|
|
|
|
43,453,659
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diversified Manufacturing
|
|
|
0.50%
|
|
|
|
|
|
|
|
|
|
|
2,117,964
|
|
|
Escorts, Ltd.
|
|
|
10,595,930
|
|
|
|
8,177,714
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,595,930
|
|
|
|
8,177,714
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diversified Operations
|
|
|
0.93%
|
|
|
|
|
|
|
|
|
|
|
625,729
|
|
|
Aban Offshore, Ltd.
|
|
|
10,127,967
|
|
|
|
11,418,872
|
|
|
6,313,399
|
|
|
REI Agro, Ltd.
|
|
|
2,641,023
|
|
|
|
3,840,422
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,768,990
|
|
|
|
15,259,294
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
E-Services &
Consulting
|
|
|
0.51%
|
|
|
|
|
|
|
|
|
|
|
1,279,956
|
|
|
Core Projects & Technologies, Ltd.
|
|
|
7,542,753
|
|
|
|
8,308,336
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,542,753
|
|
|
|
8,308,336
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electric Integrated
|
|
|
0.69%
|
|
|
|
|
|
|
|
|
|
|
707,236
|
|
|
CESC, Ltd.
|
|
|
4,903,036
|
|
|
|
5,784,895
|
|
|
1,925,757
|
|
|
PTC India, Ltd.
|
|
|
2,966,885
|
|
|
|
5,480,321
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,869,921
|
|
|
|
11,265,216
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6
See accompanying notes to financial
statements.
THE
INDIA FUND, INC.
December 31,
2010
Schedule of Investments (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMMON
STOCKS (continued)
|
|
NUMBER
|
|
|
|
|
PERCENT OF
|
|
|
|
|
|
|
|
OF
SHARES
|
|
|
SECURITY
|
|
HOLDINGS
|
|
|
COST
|
|
|
VALUE
|
|
|
|
|
|
|
|
|
India (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electric Transmission
|
|
|
1.40%
|
|
|
|
|
|
|
|
|
|
|
3,166,503
|
|
|
Crompton Greaves, Ltd.
|
|
$
|
15,277,727
|
|
|
$
|
21,981,047
|
|
|
380,555
|
|
|
Power Grid Corp. of India, Ltd.
|
|
|
751,548
|
|
|
|
835,749
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,029,275
|
|
|
|
22,816,796
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electronics & Electrical Equipment
|
|
|
3.83%
|
|
|
|
|
|
|
|
|
|
|
594,430
|
|
|
Bharat Heavy Electricals, Ltd.
|
|
|
10,615,857
|
|
|
|
30,904,644
|
|
|
1,057,385
|
|
|
Exide Industries, Ltd.
|
|
|
1,242,653
|
|
|
|
3,944,354
|
|
|
3,363,300
|
|
|
JSW Energy, Ltd.
|
|
|
7,181,949
|
|
|
|
7,487,790
|
|
|
10,655,073
|
|
|
Lanco Infratech, Ltd.+
|
|
|
12,431,395
|
|
|
|
15,119,409
|
|
|
270,612
|
|
|
Reliance Infrastructure, Ltd.
|
|
|
2,992,573
|
|
|
|
5,095,724
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34,464,427
|
|
|
|
62,551,921
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Energy Alternate Sources
|
|
|
0.10%
|
|
|
|
|
|
|
|
|
|
|
721,346
|
|
|
Websol Energy Systems, Ltd.+
|
|
|
2,991,830
|
|
|
|
1,584,977
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,991,830
|
|
|
|
1,584,977
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Engineering
|
|
|
1.88%
|
|
|
|
|
|
|
|
|
|
|
557,264
|
|
|
Larsen & Toubro, Ltd.
|
|
|
12,574,861
|
|
|
|
24,664,057
|
|
|
312,159
|
|
|
Thermax, Ltd.
|
|
|
184,069
|
|
|
|
6,036,191
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,758,930
|
|
|
|
30,700,248
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance
|
|
|
21.47%
|
|
|
|
|
|
|
|
|
|
|
1,282,348
|
|
|
Allahabad Bank, Ltd.
|
|
|
7,066,457
|
|
|
|
6,476,983
|
|
|
925,816
|
|
|
Axis Bank, Ltd.
|
|
|
17,502,292
|
|
|
|
27,941,154
|
|
|
1,228,473
|
|
|
Bank of Baroda
|
|
|
9,784,552
|
|
|
|
24,629,901
|
|
|
4,627,815
|
|
|
Development Credit Bank, Ltd.+
|
|
|
6,030,103
|
|
|
|
6,075,204
|
|
|
1,405,762
|
|
|
Federal Bank, Ltd.
|
|
|
10,106,246
|
|
|
|
12,499,854
|
|
|
959,858
|
|
|
HDFC Bank, Ltd.
|
|
|
18,489,857
|
|
|
|
50,370,274
|
|
|
3,377,399
|
|
|
Housing Development Finance Corp., Ltd.
|
|
|
7,282,264
|
|
|
|
54,983,285
|
|
|
3,625,531
|
|
|
ICICI Bank, Ltd.
|
|
|
51,480,882
|
|
|
|
92,809,215
|
|
|
617,754
|
|
|
Kotak Mahindra Bank, Ltd.
|
|
|
7,081,193
|
|
|
|
6,250,761
|
|
|
330,234
|
|
|
Oriental Bank of Commerce
|
|
|
2,538,966
|
|
|
|
2,994,742
|
|
|
531,043
|
|
|
Punjab National Bank, Ltd.
|
|
|
5,309,332
|
|
|
|
14,510,900
|
|
|
1,024,979
|
|
|
Rural Electrification Corp., Ltd.
|
|
|
3,424,004
|
|
|
|
6,835,486
|
|
|
568,945
|
|
|
State Bank of India
|
|
|
2,515,122
|
|
|
|
35,767,256
|
|
|
22,550
|
|
|
State Bank of India GDR
|
|
|
257,070
|
|
|
|
2,919,774
|
|
|
769,647
|
|
|
Yes Bank, Ltd.
|
|
|
4,598,985
|
|
|
|
5,382,279
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
153,467,325
|
|
|
|
350,447,068
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance Other Services
|
|
|
0.20%
|
|
|
|
|
|
|
|
|
|
|
995,301
|
|
|
Manappuram General Finance & Leasing, Ltd.
|
|
|
2,919,162
|
|
|
|
3,331,025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,919,162
|
|
|
|
3,331,025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7
See accompanying notes to financial
statements.
THE
INDIA FUND, INC.
December 31,
2010
Schedule of Investments (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMMON
STOCKS (continued)
|
|
NUMBER
|
|
|
|
|
PERCENT OF
|
|
|
|
|
|
|
|
OF
SHARES
|
|
|
SECURITY
|
|
HOLDINGS
|
|
|
COST
|
|
|
VALUE
|
|
|
|
|
|
|
|
|
India (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Food
|
|
|
0.23%
|
|
|
|
|
|
|
|
|
|
|
1,717,410
|
|
|
Shree Renuka Sugars, Ltd.
|
|
$
|
3,159,578
|
|
|
$
|
3,727,488
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,159,578
|
|
|
|
3,727,488
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Household Appliances
|
|
|
0.16%
|
|
|
|
|
|
|
|
|
|
|
73,870
|
|
|
TTK Prestige, Ltd.
|
|
|
2,624,262
|
|
|
|
2,677,839
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,624,262
|
|
|
|
2,677,839
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Independent Power Producers
|
|
|
0.56%
|
|
|
|
|
|
|
|
|
|
|
3,137,965
|
|
|
Adani Power, Ltd.+
|
|
|
8,310,840
|
|
|
|
9,130,029
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,310,840
|
|
|
|
9,130,029
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Companies
|
|
|
1.11%
|
|
|
|
|
|
|
|
|
|
|
928,402
|
|
|
Bajaj Holdings and Investment, Ltd.
|
|
|
15,501,305
|
|
|
|
18,094,652
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,501,305
|
|
|
|
18,094,652
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Media
|
|
|
0.13%
|
|
|
|
|
|
|
|
|
|
|
606,061
|
|
|
Eros International Media, Ltd.+
|
|
|
2,321,056
|
|
|
|
2,145,577
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,321,056
|
|
|
|
2,145,577
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Media Conglomerates
|
|
|
0.41%
|
|
|
|
|
|
|
|
|
|
|
537,964
|
|
|
UTV Software Communications, Ltd.+
|
|
|
6,351,443
|
|
|
|
6,656,726
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,351,443
|
|
|
|
6,656,726
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Metal Aluminum
|
|
|
1.37%
|
|
|
|
|
|
|
|
|
|
|
541,443
|
|
|
Ess Dee Aluminum, Ltd.
|
|
|
5,370,652
|
|
|
|
5,515,538
|
|
|
3,055,933
|
|
|
Hindalco Industries, Ltd.
|
|
|
12,275,409
|
|
|
|
16,812,245
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,646,061
|
|
|
|
22,327,783
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Metal Diversified
|
|
|
0.86%
|
|
|
|
|
|
|
|
|
|
|
240,604
|
|
|
Hindustan Zinc, Ltd.
|
|
|
1,540,061
|
|
|
|
7,356,677
|
|
|
1,584,565
|
|
|
Sterlite Industries (India), Ltd.
|
|
|
2,174,667
|
|
|
|
6,612,542
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,714,728
|
|
|
|
13,969,219
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Miscellaneous Manufactures
|
|
|
0.27%
|
|
|
|
|
|
|
|
|
|
|
300,140
|
|
|
V.I.P. Industries, Ltd.
|
|
|
4,449,646
|
|
|
|
4,469,042
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,449,646
|
|
|
|
4,469,042
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Motorcycle/Motor Scooter
|
|
|
1.75%
|
|
|
|
|
|
|
|
|
|
|
829,808
|
|
|
Bajaj Auto, Ltd.
|
|
|
13,672,723
|
|
|
|
28,606,710
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,672,723
|
|
|
|
28,606,710
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8
See accompanying notes to financial
statements.
THE
INDIA FUND, INC.
December 31,
2010
Schedule of Investments (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMMON
STOCKS (continued)
|
|
NUMBER
|
|
|
|
|
PERCENT OF
|
|
|
|
|
|
|
|
OF
SHARES
|
|
|
SECURITY
|
|
HOLDINGS
|
|
|
COST
|
|
|
VALUE
|
|
|
|
|
|
|
|
|
India (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Petroleum Related
|
|
|
13.23%
|
|
|
|
|
|
|
|
|
|
|
1,180,047
|
|
|
Cairn India, Ltd.+
|
|
$
|
4,630,754
|
|
|
$
|
8,773,490
|
|
|
3,772,828
|
|
|
GAIL India, Ltd.
|
|
|
31,175,938
|
|
|
|
43,098,749
|
|
|
1,131,645
|
|
|
Oil and Natural Gas Corp., Ltd.
|
|
|
15,614,977
|
|
|
|
32,733,303
|
|
|
2,188,415
|
|
|
Petronet LNG, Ltd.
|
|
|
5,624,858
|
|
|
|
6,115,229
|
|
|
5,292,211
|
|
|
Reliance Industries, Ltd.
|
|
|
26,220,484
|
|
|
|
125,248,402
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
83,267,011
|
|
|
|
215,969,173
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pharmaceuticals
|
|
|
6.98%
|
|
|
|
|
|
|
|
|
|
|
349,093
|
|
|
Aurobindo Pharma, Ltd.
|
|
|
7,022,502
|
|
|
|
10,288,543
|
|
|
908,358
|
|
|
Cadila Healthcare, Ltd.
|
|
|
10,071,072
|
|
|
|
15,723,339
|
|
|
812,120
|
|
|
Cipla, Ltd.
|
|
|
6,573,858
|
|
|
|
6,718,175
|
|
|
708,912
|
|
|
Dr. Reddys Laboratories, Ltd.
|
|
|
17,811,353
|
|
|
|
26,358,082
|
|
|
74,200
|
|
|
Dr. Reddys Laboratories, Ltd. ADR
|
|
|
1,444,758
|
|
|
|
2,742,432
|
|
|
2,638,505
|
|
|
Glenmark Pharmaceuticals, Ltd.
|
|
|
16,881,422
|
|
|
|
21,401,895
|
|
|
2,858,768
|
|
|
Lupin, Ltd.
|
|
|
10,553,023
|
|
|
|
30,716,652
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
70,357,988
|
|
|
|
113,949,118
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Publishing
|
|
|
0.67%
|
|
|
|
|
|
|
|
|
|
|
53,995
|
|
|
HT Media, Ltd.
|
|
|
168,422
|
|
|
|
175,697
|
|
|
3,662,254
|
|
|
Jagran Prakashan, Ltd.
|
|
|
7,082,574
|
|
|
|
10,794,701
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,250,996
|
|
|
|
10,970,398
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate Operation/Development
|
|
|
0.50%
|
|
|
|
|
|
|
|
|
|
|
44,722
|
|
|
Agre Developers, Ltd.+
|
|
|
236,247
|
|
|
|
100,015
|
|
|
1,246,614
|
|
|
Anant Raj Industries, Ltd.
|
|
|
3,741,895
|
|
|
|
2,991,428
|
|
|
1,316,635
|
|
|
Prestige Estates Projects, Ltd.+
|
|
|
5,407,702
|
|
|
|
5,091,048
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,385,844
|
|
|
|
8,182,491
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail Major Department Stores
|
|
|
0.45%
|
|
|
|
|
|
|
|
|
|
|
894,438
|
|
|
Pantaloon Retail India, Ltd.
|
|
|
7,638,647
|
|
|
|
7,346,133
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,638,647
|
|
|
|
7,346,133
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rubber
|
|
|
0.28%
|
|
|
|
|
|
|
|
|
|
|
982,540
|
|
|
Jain Irrigation Systems, Ltd.
|
|
|
4,483,824
|
|
|
|
4,631,990
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,483,824
|
|
|
|
4,631,990
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Schools
|
|
|
0.03%
|
|
|
|
|
|
|
|
|
|
|
844,229
|
|
|
Zee Learn, Ltd.+
|
|
|
160,059
|
|
|
|
523,926
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
160,059
|
|
|
|
523,926
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9
See accompanying notes to financial
statements.
THE
INDIA FUND, INC.
December 31,
2010
Schedule of Investments (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMMON
STOCKS (continued)
|
|
NUMBER
|
|
|
|
|
PERCENT OF
|
|
|
|
|
|
|
|
OF
SHARES
|
|
|
SECURITY
|
|
HOLDINGS
|
|
|
COST
|
|
|
VALUE
|
|
|
|
|
|
|
|
|
India (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shipbuilding
|
|
|
0.71%
|
|
|
|
|
|
|
|
|
|
|
823,400
|
|
|
ABG Shipyard, Ltd.
|
|
$
|
6,979,699
|
|
|
$
|
7,727,604
|
|
|
1,955,342
|
|
|
Pipavav Shipyard, Ltd.+
|
|
|
3,947,694
|
|
|
|
3,778,185
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,927,393
|
|
|
|
11,505,789
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steel
|
|
|
2.14%
|
|
|
|
|
|
|
|
|
|
|
752,124
|
|
|
Jindal Saw, Ltd.
|
|
|
1,041,678
|
|
|
|
3,076,451
|
|
|
851,075
|
|
|
Jindal Steel & Power, Ltd.
|
|
|
779,071
|
|
|
|
13,574,565
|
|
|
508,355
|
|
|
JSW Steel, Ltd.
|
|
|
8,107,573
|
|
|
|
13,371,959
|
|
|
326,086
|
|
|
Tata Steel, Ltd.
|
|
|
4,655,784
|
|
|
|
4,951,271
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,584,106
|
|
|
|
34,974,246
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Telecommunications
|
|
|
1.00%
|
|
|
|
|
|
|
|
|
|
|
2,038,479
|
|
|
Bharti Airtel, Ltd.
|
|
|
4,957,563
|
|
|
|
16,338,832
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,957,563
|
|
|
|
16,338,832
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Televisions
|
|
|
1.32%
|
|
|
|
|
|
|
|
|
|
|
1,102,109
|
|
|
Network 18 Media & Investments, Ltd.+
|
|
|
3,637,575
|
|
|
|
3,247,296
|
|
|
950,696
|
|
|
Sun TV Network, Ltd.
|
|
|
8,225,486
|
|
|
|
11,223,805
|
|
|
2,139,000
|
|
|
Zee Entertainment Enterprises, Ltd.
|
|
|
4,410,984
|
|
|
|
7,034,327
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,274,045
|
|
|
|
21,505,428
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Textiles
|
|
|
0.10%
|
|
|
|
|
|
|
|
|
|
|
349,106
|
|
|
Bombay Rayon Fashions, Ltd.
|
|
|
1,584,144
|
|
|
|
1,552,883
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,584,144
|
|
|
|
1,552,883
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Travel Services
|
|
|
0.17%
|
|
|
|
|
|
|
|
|
|
|
2,025,000
|
|
|
Thomas Cook (India), Ltd.
|
|
|
2,998,712
|
|
|
|
2,785,139
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,998,712
|
|
|
|
2,785,139
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vehicle Components
|
|
|
1.79%
|
|
|
|
|
|
|
|
|
|
|
7,819,939
|
|
|
Apollo Tyres, Ltd.
|
|
|
7,692,922
|
|
|
|
11,664,764
|
|
|
642,275
|
|
|
Cummins India, Ltd.
|
|
|
4,220,232
|
|
|
|
11,221,678
|
|
|
2,112,252
|
|
|
JK Tyre & Industries, Ltd.
|
|
|
7,077,165
|
|
|
|
6,370,059
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,990,319
|
|
|
|
29,256,501
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vehicles
|
|
|
7.58%
|
|
|
|
|
|
|
|
|
|
|
2,695,250
|
|
|
Ashok Leyland, Ltd.
|
|
|
851,545
|
|
|
|
3,851,649
|
|
|
958,340
|
|
|
Mahindra & Mahindra, Ltd.
|
|
|
2,924,426
|
|
|
|
16,664,593
|
|
|
421,544
|
|
|
Maruti Suzuki India, Ltd.
|
|
|
9,939,307
|
|
|
|
13,392,495
|
|
|
2,433,079
|
|
|
Tata Motors, Ltd.
|
|
|
43,889,429
|
|
|
|
71,079,751
|
|
10
See accompanying notes to financial
statements.
THE
INDIA FUND, INC.
December 31,
2010
Schedule of Investments (concluded)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMMON
STOCKS (concluded)
|
|
NUMBER
|
|
|
|
|
PERCENT OF
|
|
|
|
|
|
|
|
OF
SHARES
|
|
|
SECURITY
|
|
HOLDINGS
|
|
|
COST
|
|
|
VALUE
|
|
|
|
|
|
|
|
|
India (concluded)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vehicles (concluded)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
745,600
|
|
|
Tata Motors, Ltd. A
|
|
$
|
7,935,613
|
|
|
$
|
13,107,820
|
|
|
191,950
|
|
|
Tata Motors, Ltd. ADR
|
|
|
3,575,860
|
|
|
|
5,631,813
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
69,116,180
|
|
|
|
123,728,121
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
INDIA
|
|
|
|
|
|
|
844,639,888
|
|
|
|
1,632,068,210
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL COMMON
STOCKS
|
|
|
|
|
|
|
844,639,888
|
|
|
|
1,632,068,210
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WARRANTS
(0.01% of holdings)
|
|
|
|
|
Building Heavy Construction
|
|
|
0.01%
|
|
|
|
|
|
|
|
|
|
|
113,010
|
|
|
Sadbhav Engineering, Ltd. Warrants +
(expiration date 03/15/12)
|
|
|
0
|
|
|
|
174,513
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
WARRANTS
|
|
|
0
|
|
|
|
174,513
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
INVESTMENTS++
|
|
|
100.00%
|
|
|
$
|
844,639,888
|
|
|
$
|
1,632,242,723
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Footnotes and
Abbreviations
|
|
|
ADR
|
|
American Depository
Receipts
|
GDR
|
|
Global Depository
Receipts
|
|
|
|
+
|
|
Non income producing.
|
++
|
|
As of December 31, 2010 the
aggregate cost for federal income tax purposes was $849,012,905.
|
|
|
|
|
|
Excess of value over tax cost
|
|
$
|
801,253,443
|
|
Excess of tax cost over value
|
|
|
(18,023,625
|
)
|
|
|
|
|
|
|
|
$
|
783,229,818
|
|
|
|
|
|
|
11
See accompanying notes to financial
statements.
THE
INDIA FUND, INC.
December 31,
2010
Statement of Assets and Liabilities
|
|
|
|
|
ASSETS
|
|
|
|
|
Investments, at value (Cost $844,639,888)
|
|
$
|
1,632,242,723
|
|
Cash (including Indian Rupees of $111,863,369 with a cost of
$110,879,396)
|
|
|
115,699,309
|
|
Receivables:
|
|
|
|
|
Tax Refund Receivable
|
|
|
1,123,540
|
|
Dividends
|
|
|
168,750
|
|
Securities sold
|
|
|
7,659,496
|
|
Prepaid expenses
|
|
|
162,956
|
|
|
|
|
|
|
Total
Assets
|
|
|
1,757,056,774
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
Distribution payable
|
|
|
167,397,253
|
|
Accrued tax and interest expense payable
|
|
|
4,956,314
|
|
Accrued foreign tax
|
|
|
1,380,544
|
|
Due to Investment Manager
|
|
|
1,331,592
|
|
Due to Administrator
|
|
|
280,273
|
|
Accrued audit fees
|
|
|
101,514
|
|
Accrued expenses
|
|
|
241,719
|
|
|
|
|
|
|
Total
Liabilities
|
|
|
175,689,209
|
|
|
|
|
|
|
Net
Assets
|
|
$
|
1,581,367,565
|
|
|
|
|
|
|
NET
ASSET VALUE PER SHARE
($1,581,367,565 / 44,284,988 shares issued and
outstanding)
|
|
$
|
35.71
|
|
|
|
|
|
|
|
|
|
|
|
NET
ASSETS CONSIST OF:
|
|
|
|
|
Capital stock, $0.001 par value; 60,419,183 shares
issued
(100,000,000 shares authorized)
|
|
$
|
60,219
|
|
Paid-in capital
|
|
|
1,323,500,628
|
|
Cost of 16,134,195 shares repurchased
|
|
|
(561,382,232
|
)
|
Undistributed net investment income
|
|
|
150,978
|
|
Accumulated net realized gain on investments
|
|
|
30,437,105
|
|
Net unrealized appreciation in value of investments, foreign
currency holdings and on translation of other assets and
liabilities denominated in foreign currency
|
|
|
788,600,867
|
|
|
|
|
|
|
|
|
$
|
1,581,367,565
|
|
|
|
|
|
|
12
See accompanying notes to financial
statements.
THE
INDIA FUND, INC.
|
|
|
|
|
|
|
|
|
|
|
For the Year
Ended
|
|
Statement of Operations
|
|
December 31,
2010
|
|
|
Investment
Income
|
|
|
|
|
|
|
|
|
Dividends (net of taxes withheld of $0)
|
|
|
|
|
|
$
|
20,653,431
|
|
|
|
|
|
|
|
|
|
|
Total
investment income
|
|
|
|
|
|
|
20,653,431
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
Management fees
|
|
|
15,263,354
|
|
|
|
|
|
Administration fees
|
|
|
3,230,321
|
|
|
|
|
|
Foreign tax expense
|
|
|
1,058,160
|
|
|
|
|
|
Custodian fees
|
|
|
495,444
|
|
|
|
|
|
Printing
|
|
|
321,410
|
|
|
|
|
|
Legal fees
|
|
|
298,035
|
|
|
|
|
|
Directors fees
|
|
|
283,500
|
|
|
|
|
|
Audit fees and tax fees
|
|
|
218,357
|
|
|
|
|
|
Insurance
|
|
|
187,716
|
|
|
|
|
|
NYSE fees
|
|
|
63,485
|
|
|
|
|
|
ICI fees
|
|
|
31,937
|
|
|
|
|
|
Transfer Agent fee
|
|
|
26,533
|
|
|
|
|
|
Miscellaneous expenses
|
|
|
52,989
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
expenses
|
|
|
|
|
|
|
21,531,241
|
|
|
|
|
|
|
|
|
|
|
Net
investment loss
|
|
|
|
|
|
|
(877,810
|
)
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
211,901,217
|
|
Foreign currency related transactions
|
|
|
|
|
|
|
1,145,130
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
213,046,347
|
|
|
|
|
|
|
|
|
|
|
Net change in unrealized appreciation in value of investments,
foreign currency holdings and translation of other assets and
liabilities denominated in foreign currency
|
|
|
|
|
|
|
100,383,353
|
|
|
|
|
|
|
|
|
|
|
Net realized and unrealized gain on investments, foreign
currency holdings and translation of other assets and
liabilities denominated in foreign currency
|
|
|
|
|
|
|
313,429,700
|
|
|
|
|
|
|
|
|
|
|
Net increase in net assets resulting from operations
|
|
|
|
|
|
$
|
312,551,890
|
|
|
|
|
|
|
|
|
|
|
13
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,
2010
|
|
|
December 31,
2009
|
|
|
INCREASE
(DECREASE) IN NET ASSETS
|
|
|
|
|
|
|
|
|
Operations
|
|
|
|
|
|
|
|
|
Net investment loss
|
|
$
|
(877,810
|
)
|
|
$
|
(372,825
|
)
|
Net realized gain on investments and foreign currency related
transactions
|
|
|
213,046,347
|
|
|
|
15,667,700
|
|
Net change in unrealized appreciation in value of investments,
foreign currency holdings and translation of other assets and
liabilities denominated in foreign currency
|
|
|
100,383,353
|
|
|
|
648,417,767
|
|
|
|
|
|
|
|
|
|
|
Net increase in net assets resulting from operations
|
|
|
312,551,890
|
|
|
|
663,712,642
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distribution to
shareholders
|
|
|
|
|
|
|
|
|
Dividends in excess of net investment income and net realized
capital gains ($0.09 per share, and $0 per share, respectively)
|
|
|
(3,985,649
|
)
|
|
|
|
|
Short term capital gains ($0.10 per share, and $0 per share,
respectively)
|
|
|
(4,428,499
|
)
|
|
|
|
|
Long term capital gains ($3.68 per share, and $0 per share,
respectively)
|
|
|
(162,968,754
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease in net assets resulting from distributions
|
|
|
(171,382,902
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Share
Transactions
|
|
|
|
|
|
|
|
|
Reinvestments
(0 shares and 29,085 shares at $0.00 and $16.36 per
share, respectively)
|
|
|
|
|
|
|
475,831
|
|
Exercise of Rights
(0 shares and 11,614,192 shares at $26.42 per share,
net of expenses of $921,470, respectively)
|
|
|
|
|
|
|
305,925,482
|
|
Shares repurchased under Repurchase Offer
(4,784,251 shares and 1,183,586 shares, respectively)
(net of repurchase fee of $3,428,394 and $655,886, respectively)
(including expenses of $427,244 and $445,490, respectively)
|
|
|
(168,418,564
|
)
|
|
|
(32,583,905
|
)
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in net assets resulting from capital
share transactions
|
|
|
(168,418,564
|
)
|
|
|
273,817,408
|
|
|
|
|
|
|
|
|
|
|
Total increase (decrease) in net assets
|
|
|
(27,249,576
|
)
|
|
|
937,530,050
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
ASSETS
|
|
|
|
|
|
|
|
|
Beginning of year
|
|
|
1,608,617,141
|
|
|
|
671,087,091
|
|
|
|
|
|
|
|
|
|
|
End of Year (including undistributed net investment income of
$150,978 and $2,457,156, respectively)
|
|
$
|
1,581,367,565
|
|
|
$
|
1,608,617,141
|
|
|
|
|
|
|
|
|
|
|
14
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,
2010
|
|
|
Dec. 31,
2009
|
|
|
Dec. 31,
2008
|
|
|
Dec. 31,
2007
|
|
|
Dec. 31,
2006
|
|
Per Share
Operating Performance
|
Net asset value, beginning of year
|
|
$
|
32.78
|
|
|
$
|
17.38
|
|
|
$
|
64.78
|
|
|
$
|
42.65
|
|
|
$
|
34.07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss)
|
|
|
(0.02
|
)2
|
|
|
(0.01
|
)2
|
|
|
(0.07
|
)2
|
|
|
(0.14
|
)2
|
|
|
(0.14
|
)2
|
Net realized and unrealized gain (loss) on investments, foreign
currency holdings, and translation of other assets and
liabilities denominated in foreign currency
|
|
|
6.76
|
|
|
|
15.85
|
|
|
|
(40.28
|
)
|
|
|
31.82
|
|
|
|
13.83
|
|
Income tax (expense) reversal
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.56
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) from investment operations after income
taxes
|
|
|
6.74
|
|
|
|
15.84
|
|
|
|
(40.35
|
)
|
|
|
31.68
|
|
|
|
14.25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: dividends and distributions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends in excess of net investment income and net realized
capital gains
|
|
|
(0.09
|
)
|
|
|
|
|
|
|
(0.26
|
)
|
|
|
(0.13
|
)
|
|
|
(0.14
|
)
|
Short term capital gains
|
|
|
(0.10
|
)
|
|
|
|
|
|
|
(0.52
|
)
|
|
|
(0.82
|
)
|
|
|
(0.14
|
)
|
Long term capital gains
|
|
|
(3.68
|
)
|
|
|
|
|
|
|
(6.34
|
)
|
|
|
(8.66
|
)
|
|
|
(4.84
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total dividends and distributions
|
|
|
(3.87
|
)
|
|
|
|
|
|
|
(7.12
|
)
|
|
|
(9.61
|
)
|
|
|
(5.12
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital share transactions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anti-dilutive (dilutive) effect of Share
Repurchase Program
|
|
|
0.06
|
|
|
|
|
4
|
|
|
0.07
|
|
|
|
0.06
|
|
|
|
|
4
|
Dilutive effect of Rights Offer
|
|
|
|
|
|
|
(0.44
|
)
|
|
|
|
|
|
|
|
|
|
|
(0.55
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital share transactions
|
|
|
0.06
|
|
|
|
(0.44
|
)
|
|
|
0.07
|
|
|
|
0.06
|
|
|
|
(0.55
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of year
|
|
$
|
35.71
|
|
|
$
|
32.78
|
|
|
$
|
17.38
|
|
|
$
|
64.78
|
|
|
$
|
42.65
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per share market value, end of year
|
|
$
|
35.11
|
|
|
$
|
30.70
|
|
|
$
|
18.30
|
|
|
$
|
62.26
|
|
|
$
|
45.90
|
|
Total Investment
Return Based on:
|
Market
Value1
|
|
|
28.01
|
%
|
|
|
67.76
|
%
|
|
|
(57.63
|
)%
|
|
|
59.57
|
%
|
|
|
29.05
|
%
|
Ratios/Supplemental
Data
|
Net assets, end of year (in 000s)
|
|
$
|
1,581,368
|
|
|
$
|
1,608,617
|
|
|
$
|
671,087
|
|
|
$
|
2,754,124
|
|
|
$
|
1,913,341
|
|
Ratios of expenses after income taxes to
average net assets
|
|
|
1.32
|
%
|
|
|
1.25
|
%
|
|
|
1.28
|
%
|
|
|
1.21
|
%
|
|
|
0.00
|
%
|
Ratios of expenses before income taxes to
average net assets
|
|
|
1.32
|
%
|
|
|
1.25
|
%
|
|
|
1.28
|
%
|
|
|
1.21
|
%
|
|
|
1.41
|
%
|
Ratios of net investment income (loss) to
average net assets
|
|
|
(0.05
|
)%
|
|
|
(0.04
|
)%
|
|
|
(0.17
|
)%
|
|
|
(0.28
|
)%
|
|
|
(0.34
|
)%
|
Portfolio turnover
|
|
|
50.55
|
%
|
|
|
49.64
|
%
|
|
|
49.41
|
%
|
|
|
29.39
|
%
|
|
|
35.02
|
%
|
15
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 |
|
Less than $0.01 per share.
|
16
See accompanying notes to financial
statements.
THE
INDIA FUND, INC.
December 31,
2010
Notes to Financial Statements
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 and
those differences could be material.
Significant
accounting policies are as follows:
Portfolio Valuation. Investments are stated at
estimated fair 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 last available closing price if no bid or asked price is
available on such date, if deemed representative of fair value.
|
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 or for which the spread
between the bid and asked prices is considered excessive 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 generally 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 daily.
17
THE
INDIA FUND, INC.
December 31,
2010
Notes to Financial Statements
(continued)
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 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 2010 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. As of December 31, 2010, the matter is still
under review by the Internal Revenue Service.
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 years ended
December 31, 2010 and December 31, 2009 were as
follows:
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
Ordinary income
|
|
$
|
8,414,148
|
|
|
$
|
0
|
|
Long term capital gains
|
|
|
162,968,754
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
171,382,902
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
Dividends from net investment income and short-term capital
gains are treated as ordinary income dividends for federal
income tax purposes.
At December 31, 2010, the Fund had tax basis undistributed
ordinary income of $4,141,599 and long-term capital gains of
$31,340,658.
Under federal tax law, capital losses realized after
October 31 may be deferred and treated as occurring on the
first day of the following year. For the year ended
December 31, 2010, the Fund will defer
post-October
currency losses of $521,157 to the year ended December 31,
2011.
18
THE
INDIA FUND, INC.
December 31,
2010
Notes to Financial Statements
(continued)
Accounting for Uncertainty in Income Taxes sets forth a minimum
threshold for financial statement recognition of the benefit of
a tax position taken or expected to be taken in a tax return.
Management has analyzed the Funds tax positions and has
concluded that no provision for income tax is required in the
Funds financial statements. 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. The Funds federal tax returns
for the prior three fiscal years remain subject to examination
by the Internal Revenue Service. The Fund files tax returns as
prescribed by the tax laws of the jurisdictions in which it
operates. In the ordinary course of business, the fund is
subject to examination by federal, state, local and foreign
jurisdictions, where applicable.
At December 31, 2010, the Fund has recorded no liability
for net unrecognized tax benefits relating to uncertain income
tax positions it has taken or expects to take in future tax
returns. However, managements conclusions regarding
uncertain tax positions may be subject to review and adjustment
at a later date based on factors including, but not limited to,
further implementation guidance from the FASB, new tax laws,
regulations and administrative interpretations (including court
decisions).
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.
|
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.
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
19
THE
INDIA FUND, INC.
December 31,
2010
Notes to Financial Statements
(continued)
are reclassified at the end of each fiscal year within 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.
The following permanent difference is primarily attributable to
foreign currency gains (losses) and investments in Passive
Foreign Investment Companies and has been reclassified to the
accounts in the chart below as of December 31, 2010. Net
assets were not affected by this reclassification.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Undistributed
|
|
|
Accumulated
|
|
Paid-in
Capital
|
|
|
Net Investment
Loss
|
|
|
Net Realized
Gain
|
|
|
$
|
0
|
|
|
$
|
2,557,281
|
|
|
$
|
(2,557,281
|
)
|
|
|
|
|
|
|
|
|
|
|
|
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 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, 2010, the Fund paid a total of $15,263,354 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
20
THE
INDIA FUND, INC.
December 31,
2010
Notes to Financial Statements
(continued)
Funds average monthly net assets. For the year ended
December 31, 2010, the Fund paid a total of $3,202,047 in
administrative fees to Blackstone Advisors. Prior to
July 1, 2010, Blackstone Advisors subcontracted certain of
these services to PNC Global Investment Servicing (U.S.) Inc. On
July 1, 2010. The PNC Financial Services Group, Inc. sold
the outstanding stock of PNC Global Investment Servicing Inc. to
The Bank of New York Mellon Corporation. At the closing of the
sale PNC Global Investment servicing (U.S.) Inc. changed its
name to BNY Mellon Investment Servicing (US) Inc. BNY Mellon
Investment Servicing (US) Inc. serves as Sub-Administrator to
the Fund.
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, 2010, fees and expenses of the
Mauritius Administrator amounted to $28,274.
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) $4,500 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. For the year ended December 31, 2010, the Fund
paid $283,500 in Directors fees.
NOTE D: PORTFOLIO
ACTIVITY
Purchases and sales of securities, other than short-term
obligations, aggregated $804,609,314 and $1,051,120,897,
respectively, for the year ended December 31, 2010.
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 21.115%.
21
THE
INDIA FUND, INC.
December 31,
2010
Notes to Financial Statements
(continued)
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 a rate of 15%. The Fund is not taxed on
long-term capital gains for Mauritius tax purposes.
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 the 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.
During the year ended December 31, 2010, the results of the
semi-annual repurchase offers were as follows:
|
|
|
|
|
|
|
Repurchase
Offer #14
|
|
Repurchase
Offer #15
|
|
|
|
|
|
Commencement Date
|
|
February 19, 2010
|
|
August 20, 2010
|
|
|
|
|
|
Expiration Date
|
|
March 12, 2010
|
|
September 10, 2010
|
|
|
|
|
|
Repurchase Offer Date
|
|
March 19, 2010
|
|
September 17, 2010
|
|
|
|
|
|
% of Issued and Outstanding Shares of Common Stock
|
|
5%
|
|
5%
|
|
|
|
|
|
Shares Validly Tendered
|
|
5,667,819.0000
|
|
6,816,175.6318
|
|
|
|
|
|
Final Pro-ration Odd Lot Shares
|
|
36,335.25
|
|
52,100.00
|
|
|
|
|
|
Final Pro-ration Non-Odd Lot Shares
|
|
2,417,126.75
|
|
2,278,689.00
|
|
|
|
|
|
% of Non-Odd Lot Shares Accepted
|
|
42.92%
|
|
33.69%
|
|
|
|
|
|
Shares Accepted for Tender
|
|
2,453,462.0000
|
|
2,330,789.0000
|
|
|
|
|
|
Net Asset Value as of Repurchase Offer Date ($)
|
|
33.74
|
|
38.03
|
|
|
|
|
|
Repurchase Fee per Share ($)
|
|
0.6748
|
|
0.7606
|
|
|
|
|
|
Repurchase Offer Price ($)
|
|
33.0652
|
|
37.2694
|
|
|
|
|
|
Repurchase Fee ($)
|
|
1,655,596
|
|
1,772,798
|
|
|
|
|
|
Expenses ($)
|
|
217,596
|
|
209,648
|
|
|
|
|
|
Total Cost ($)
|
|
81,341,808
|
|
87,076,756
|
|
|
|
|
|
22
THE
INDIA FUND, INC.
December 31,
2010
Notes to Financial Statements
(continued)
During the year ended December 31, 2009, the results of the
semi-annual repurchase offers were as follows:
|
|
|
|
|
|
|
Repurchase
Offer #12
|
|
Repurchase
Offer #13
|
|
|
|
|
|
Commencement Date
|
|
February 20, 2009
|
|
August 21, 2009
|
|
|
|
|
|
Expiration Date
|
|
March 13, 2009
|
|
September 11, 2009
|
|
|
|
|
|
Pricing Date
|
|
March 20, 2009
|
|
September 18, 2009
|
|
|
|
|
|
% of Issued and Outstanding Shares of Common Stock
|
|
5%
|
|
5%
|
|
|
|
|
|
Shares Validly Tendered
|
|
160,011.1776
|
|
1,023,575.0577
|
|
|
|
|
|
Final Pro-ration Odd Lot Shares
|
|
no proration
|
|
no proration
|
|
|
|
|
|
Final Pro-ration Non-Odd Lot Shares
|
|
no proration
|
|
no proration
|
|
|
|
|
|
% of Non-Odd Lot Shares Accepted
|
|
no proration
|
|
no proration
|
|
|
|
|
|
Shares Accepted for Tender
|
|
160,011.1776
|
|
1,023,575.0577
|
|
|
|
|
|
Net Asset Value per share as of Pricing Date ($)
|
|
15.41
|
|
29.63
|
|
|
|
|
|
Repurchase Fee per Share ($)
|
|
0.3082
|
|
0.5926
|
|
|
|
|
|
Repurchase Offer Price ($)
|
|
15.1018
|
|
29.0374
|
|
|
|
|
|
Repurchase Fee ($)
|
|
49,315
|
|
606,571
|
|
|
|
|
|
Expenses ($)
|
|
241,973
|
|
203,517
|
|
|
|
|
|
Total Cost ($)
|
|
2,658,430
|
|
29,925,475
|
|
|
|
|
|
NOTE G: 2006
RIGHTS OFFER
On July 3, 2006, the Fund commenced a 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 H: 2009
RIGHTS OFFER
On July 20, 2009, the Fund commenced a rights offering and
issued to stockholders as of July 20, 2009, 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
12,826,207 shares of
23
THE
INDIA FUND, INC.
December 31,
2010
Notes to Financial Statements
(continued)
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
3,206,551 shares, for an aggregate total of 16,032,758 shares.
The offer expired on August 14, 2009. The Fund sold
11,614,192 shares at the subscription price per share of $26.42
(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 $306,846,952, and the Fund incurred costs
of $921,470.
NOTE I:
CONCENTRATION OF RISKS
At December 31, 2010, 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, 2010, the Fund had a concentration of its
investment in the finance, computer software and programming,
and petroleum related 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.
The Fund is subject to counterparty risk to the extent a broker
or custodian that conducts business with the Fund is unable to
deliver securities or cash, including foreign currency. The Fund
monitors the financial conditions of the brokers that the Fund
conducts business with and the Funds custodian Deutsche
Bank AG and believes the likelihood of a material loss under the
aforementioned circumstances is remote. The entire cash balance
as of December 31, 2010, is held by the Funds
custodian Deutsche Bank AG.
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: FAIR
VALUE MEASUREMENTS
In accordance with the authoritative guidance on fair value
measurements and disclosures under GAAP, the Fund discloses the
fair value of its investments in a hierarchy that prioritizes
the inputs to valuation
24
THE
INDIA FUND, INC.
December 31,
2010
Notes to Financial Statements
(continued)
techniques used to measure the fair value. The hierarchy gives
the highest priority to valuations based upon unadjusted quoted
prices in active markets for identical assets or liabilities
(level 1 measurement) and the lowest priority to valuations
based upon unobservable inputs that are significant to the
valuation (level 3 measurements). The guidance establishes
three levels of the fair value hierarchy as follows:
|
|
|
|
|
Level 1 price quotations in active
markets/exchanges for identical securities
|
|
|
|
Level 2 other significant observable inputs
(including, but not limited to quoted prices for similar
securities, interest rates, credit risk, etc.)
|
|
|
|
Level 3 significant unobservable inputs
(including the Funds own assumptions used in determining
the fair value of investments).
|
A financial instruments level within the fair value
hierarchy is based upon the lowest level of any input that is
significant to the fair value measurement. However, the
determination of what constitutes observable
requires significant judgment by the Investment Manager. The
Investment Manager considers observable data to be market data
which is readily available, regularly distributed or updated,
reliable and verifiable, not proprietary, and provided by
independent sources that are actively involved in the relevant
market.
The inputs or methodology used for valuing securities are not
necessarily an indication of the risk associated with investing
in those securities. A summary of the inputs used to value the
Funds net assets as of December 31, 2010, is as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value at
Reporting Date Using
|
|
|
|
|
|
|
Quoted Prices
in
|
|
|
Significant
Other
|
|
|
Significant
|
|
|
|
|
|
|
Active Markets
for
|
|
|
Observable
|
|
|
Unobservable
|
|
|
|
Value at
|
|
|
Identical
Assets
|
|
|
Inputs
|
|
|
Inputs
|
|
|
|
December 31,
2010
|
|
|
(Level
1)
|
|
|
(Level
2)
|
|
|
(Level
3)
|
|
|
Common Stocks
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Common Stocks
|
|
$
|
1,632,068,210
|
|
|
$
|
1,632,068,210
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rights
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Rights
|
|
$
|
174,513
|
|
|
$
|
174,513
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total*
|
|
$
|
1,632,242,723
|
|
|
$
|
1,632,242,723
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
See Schedule of Investments for
identification of securities by security type and industry
classification.
|
25
THE
INDIA FUND, INC.
December 31,
2010
Notes to Financial Statements
(concluded)
The following is a reconciliation of Level 3 investments
for which significant unobservable inputs were used in
determining fair value:
|
|
|
|
|
|
|
|
|
|
|
Investments in
Equity Securities
|
|
|
|
|
|
|
Electronics
&
|
|
|
|
Publishing
|
|
|
Electrical
Equipment
|
|
|
Balance, as of December 31, 2009
|
|
$
|
1,268,837
|
|
|
$
|
6,728,735
|
|
Realized gain (loss)
|
|
|
(816,187
|
)
|
|
|
0
|
|
Change in unrealized appreciation (depreciation)
|
|
|
934,778
|
|
|
|
85,610
|
|
Net purchases (sales)
|
|
|
(187,605
|
)
|
|
|
0
|
|
Net transfers in/out of Level 3
|
|
|
(1,199,823
|
)
|
|
|
(6,814,345
|
)
|
|
|
|
|
|
|
|
|
|
Balance, as of December 31, 2010
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
NOTE K:
FINANCIAL DERIVATIVE INSTRUMENTS
Effective January 1, 2009, the Fund adopted amendments to
authoritative guidance on disclosures about derivative
instruments and hedging activities which require that the Fund
disclose a) how and why an entity uses derivative
instruments, b) how derivative instruments and related
hedged items are accounted for, and c) how derivative
instruments and related hedged items affect an entitys
financial position, financial performance and cash flows. The
adoption of the additional disclosure requirements did not
materially impact the Funds financial statements. At
December 31, 2010, the Fund held no derivative instruments.
NOTE L:
SUBSEQUENT EVENTS
Management has evaluated the impact of all subsequent events on
the Fund following the year ended December 31, 2010, and
has determined that there were no subsequent events requiring
recognition or disclosure in the financial statements.
26
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 statements of operations and of changes in net assets
and the financial highlights present fairly, in all material
respects, the financial position of The India Fund, Inc. (the
Fund) at December 31, 2010, 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, 2010 by correspondence with the
custodian, provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 25, 2011
27
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 26,
2010, the Board, including the Independent Directors, considered
the 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 October 26, 2010 meeting,
the Board, including the Independent Directors, unanimously
approved the continuation of the Management Agreement for an
additional one-year term through December 31, 2011. 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 prepared by 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, compliance activities
and other accounts managed by Blackstone Advisors. 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
determined by Blackstone Advisors to have 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 separately 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 with 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.
28
THE
INDIA FUND, INC.
Continuation of the Management
Agreement
(continued)
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 and Chief Investment Officer. Among other
things, they took into consideration the favorable history of
Ms. Kumar-Sinha for the Fund. The Directors also discussed
at length Blackstone Advisors and Blackstone Indias
employee compensation and budget structure and its ability to
retain quality and experienced personnel. They discussed at
length the nature, extent and quality of the support provided by
Blackstone Advisors, Blackstone India and their affiliates to
the Fund. Blackstone Advisers presented preliminary information
at the meeting regarding tentative future proposals for delivery
of services to the Fund. The Directors also discussed Blackstone
Advisors investment outlook for the Fund and relevant
financial and capital markets.
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 over a one-year
period ended on September 30, 2010, the Fund
under-performed two of the three other funds in its peer group
and for the three-year period ended September 30, 2010,
underperformed one of the three other funds in its peer group.
However, the long and medium term track record of the Fund
relative to competitors continued to be very good. In addition,
the Fund outperformed the IFC Investable India Index for the
one-year and three-year periods ended September 30, 2010
and during the period commencing on July 31, 1997, the date
Ms. Kumar-Sinha became the Funds portfolio manager,
and ended September 30, 2010. The Directors noted that the
Fund underperformed the IFC Investable India Index, over the
five-year period ended September 30, 2010 and considered
the explanation for such performance provided by Blackstone
Advisors. However, the Funds performance was strong over
that period in absolute terms. The Directors recognized that
past performance is not an indicator of future performance, but
concluded that Blackstone Advisors has appropriate expertise to
29
THE
INDIA FUND, INC.
Continuation of the Management
Agreement
(continued)
continue to manage the Fund in accordance with its investment
objectives and strategies under current and anticipated market
conditions.
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 fees paid by the
Fund on a twelve month trailing basis through December 31,
2009 were lower than all but one fund in its peer group. The
peer group consisted of the Fund and three other funds. The
Directors also noted that the Funds expense ratio on a
twelve month trailing basis through December 31, 2009 was
lower than all but one fund in its peer group. The Directors
noted that the small number and the varying sizes of funds in
the peer group made meaningful comparisons difficult. 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 estimated
annualized expense ratio had decreased slightly in 2010 as
compared to 2009. The Directors concluded that the expenses of
the Fund have been reasonable under the circumstances.
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
brokerage commissions, including payment levels and allocation
policies among clients, 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 recapture of brokerage
30
THE
INDIA FUND, INC.
Continuation of the Management
Agreement
(continued)
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 advised that soft dollars are not used
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 manages one other
registered fund and one unregistered fund 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. The Directors
requested information regarding a comparison of investment
advisory fees paid under the Management Agreement to investment
advisory fees paid to Blackstone Advisors and its affiliates by
institutional accounts with investment objectives comparable to
those of the Fund and were advised that Blackstone Advisors and
its affiliates do not manage any such accounts.
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 high 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.
31
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.
32
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); Treasurer, France Growth Fund (2004-2008);
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); formerly Columnist, Deputy Editorial Page
Editor and Editor, Op- Ed Page, The New York Times
|
|
2
|
|
Director of 24 registered investment companies advised by Legg
Mason Partners Fund Advisers, LLC (LMPFA) and its
affiliates
|
|
J. Marc Hardy
c/o Multiconsult Limited
Rogers House
5 President
John Kennedy Street
Port Louis, Mauritius
Birth year: 1954
|
|
Director and Member of the Audit Committee and Nominating
Committee, Class III
|
|
Since 2002
|
|
Treasurer/Investment Manager of New Mauritius Hotels Ltd.
(2010-Present); Independent Financial Advisor, ACMS Fund
Management Ltd. (2003-2010)
|
|
1
|
|
Director Hanover Reinsurance Ltd. (Mauritius) Ltd.
|
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
|
|
Stephane R. F. Henry
c/o Investment
Professionals Ltd.
6th Floor
Harbour Front
John F. Kennedy Street
Port Louis, Mauritius
Birth year: 1967
|
|
Director and Member of the Audit Committee and Nominating
Committee, Class II
|
|
Since 2004
|
|
Managing Director, Investment Professionals Ltd., (1998-Present)
|
|
1
|
|
Director of Boyer Allan Asia Pacific Fund, Arisaig (Partners)
Ltd. and Foreign Colonial India Ltd.
|
|
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) (2002 Present);
frequent contributor of op-ed pieces to The Wall Street
Journal
|
|
2
|
|
Member of Board of Trustees or Board of Managers of four
registered investment companies advised by Advantage
|
|
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, Tufts University (1986
Present); President Arbitration Tribunal, ICSID, World Bank
(2004-Present)
|
|
2
|
|
Director of 24 registered investment companies advised by LMPFA
|
|
|
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 (1988 2003)
|
|
2
|
|
Pinnacle Foods Group L.L.C., Performance Foods Group LLC, RGIS
Holdings L.L.C. and Kosmos Energy L.L.C., and Ariel Holdings
|
|
Robert L. Friedman
The Blackstone Group L.P.
345 Park Avenue
New York, N.Y. 10154
Birth year: 1943
|
|
Director and Chief Legal Officer and Vice President, Class I
|
|
Since 2009
|
|
Chief Legal Officer, The Blackstone Group L.P. (2003
2010); Senior Managing Director, Blackstone (1999 Present)
|
|
1
|
|
TRW Automotive Holding Corp., Axis Capital Holdings Ltd. and
FGIC Corporation
|
|
34
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
|
|
Joshua B. Rovine
The Blackstone Group L.P.
345 Park Avenue
New York, N.Y. 10154
Birth year: 1965
|
|
Secretary
|
|
Since 2005
|
|
Managing Director,
General Counsel
Advisory Services, The Blackstone Group L.P. (2003 Present)
|
|
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 and Vice President, 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); Managing Member, BFP Consulting
L.L.C. (2005 2006); Chief Compliance Officer, The
Asia Tigers Fund, Inc. (2005-Present); Chief Compliance Officer,
Oppenheimer Asset Management, Inc. (formerly CIBC World
Markets)
(1996 2005)
|
|
N/A
|
|
N/A
|
|
35
THE
INDIA FUND, INC.
Information about Directors and
Officers (concluded)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Number of
Funds
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in Fund
Complex
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Term of Office
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Principal
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Overseen by
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Other Board
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Position(s)
Held
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and Length of
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Occupation(s)
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Director
(including
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Memberships
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Name, Address and
Age
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with
Fund1
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Time
Served1
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During Past
5 Years
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the
Fund)
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Held by
Director
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Punita Kumar-Sinha
Blackstone Asia Advisors L.L.C. 53 State Street
Boston, M.A. 02109
Birth year: 1962
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Portfolio Manager Chief Investment Officer
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Since 1997
Since 2005
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Senior Managing Director and Chief Investment Officer, The
Blackstone Group L.P. and Chief Investment Officer Blackstone
Asia Advisors L.L.C. (2005 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);
Senior Portfolio Manager and Chief Investment Officer, The Asia
Opportunities Fund L.L.C. (2007 Present)
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N/A
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N/A
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1 |
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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 2012, year 2011, and year 2013,
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.
|
36
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 foregoing 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
37
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.
38
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.
39
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.
40
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.
41
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blank)
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:
BNY Mellon Investment Servicing (US) Inc.
Transfer
Agent:
BNY Mellon Investment Servicing (US) Inc.
Custodian:
Deutsche Bank AG
Legal
Counsel:
Simpson Thacher & Bartlett LLP
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, 2010
The India Fund, Inc.
|
(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 Lawrence Becker, a member of the board of
directors audit committee, possesses the technical attributes identified in instruction 2(b) of
Item 3 to Form N-CSR to qualify as an audit committee financial expert, and has designated Mr.
Becker as the audit committees financial expert. Mr. Becker in an independent director pursuant
to paragraph (a)(2) of Item 3 to Form N-CSR.
|
|
|
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 $98,346 for
2010 and $97,566 for 2009. |
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 2010 and $13,963 for 2009. Specifically, these fees were billed
for preparation of the Funds tax returns and tax services relating to the Funds
operations in India. |
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 $97,195 for 2010 and $145,480 for 2009. |
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 2010 and $0 for 2009. |
|
(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 CHARTER
December 18, 2003, as amended on
November 8, 2005, October 27, 2009 and July 27, 2010
This charter sets forth the purpose, authority and responsibilities of each of the Audit
Committee of the Board of Directors (the Board) of the investment companies set forth above
(each, a Fund).
Purposes
The Audit Committee of the Board (the Committee) has, as its primary purpose, oversight
responsibility with respect to: (a) the adequacy of the Funds accounting and financial reporting
processes, policies and practices; (b) the integrity of the Funds financial statements and the
independent audit thereof; (c) the adequacy of the Funds overall system of internal controls and,
as appropriate, the internal controls of certain service providers; (d) the Funds compliance with
certain legal and regulatory requirements; (e) determining the qualification and independence of
the Funds independent auditors; and (f) the Funds internal audit function, if any.
The function of the Committee is oversight; it is the responsibility of the Funds investment
adviser (the Adviser) to maintain appropriate systems for accounting and internal control, and
the independent auditors responsibility to plan and carry out a proper audit.
Authority
The Committee has been duly established by the Board and shall have the resources and
authority appropriate to discharge its responsibilities, including the authority to retain counsel
and other experts or consultants at the expense of the Fund and approve the fees payable to such
advisors and any other terms of their retention. The Committee has the authority and
responsibility to retain and terminate the Funds independent auditors. In connection therewith,
the Committee must evaluate the independence of the Funds independent auditors and receive the
auditors specific representations as to their independence.
Composition and Term of Committee Members
The Committee shall be comprised of the Directors who are Independent, which term shall mean
each Director (i) who is not an interested person, as defined in the Investment Company Act of
1940, as amended, of the Fund; and (ii) who has not accepted directly or indirectly any consulting,
advisory, or other compensatory fee from the Fund (other than fees for serving as a Director or
member of the Committee or any other committee of the Board). The members of the Committee shall
designate one member to serve as Chairman of the Committee.
No member of the Committee may serve on the audit committees of more than three public
companies, unless the Board determines that such simultaneous service would not impair the ability
of such member effectively to serve on the Committee. For the purposes of this determination,
service on multiple audit committees within the same fund complex shall be counted as service on a
single audit committee. The Fund shall disclose in its annual proxy statement any such
determination.
Each member of the Committee shall be Independent, as defined in the New York Stock Exchange
(the NYSE) Listed Company Manual §303A, and shall be free of any relationship that, in the
judgment of the Board, may interfere with the exercise of his or her independent judgment.
Each member of the Committee shall serve until a successor is appointed.
The Board shall determine whether: the Committee has at least one member who is an audit
committee financial expert (ACFE), as such term is defined in the rules adopted under Section
407 of the Sarbanes-Oxley Act of 2002. The designation of a person as an ACFE is not intended to
impose any greater responsibility or liability on that person than the responsibility and liability
imposed on such person as a member of the Committee, nor does it decrease the duties and
obligations of other Committee members or the Board. In addition, with respect to those Funds
listed on the NYSE, each member of the Committee must be financially literate and at least one
member of the Audit Committee must have accounting or related financial management expertise, as
the Board of Directors interprets such qualifications in its business judgment under the NYSE
listing requirements.
Meetings
The Committee shall meet on a regular basis, no less frequently than semi-annually, and is
empowered to hold special meetings as circumstances require. Periodically, the Committee shall
meet to discuss with management the Funds annual audited financial statements and semi-annual
financial statements. Periodically, the Committee should meet separately with management, the
Funds administrator and independent auditors to discuss any matters that the Committee or any of
these persons or firms believe should be discussed privately. The Committee may request any
officer or employee of the Adviser or the Funds legal counsel (or counsel to the Independent Board
members) or independent auditors to attend a meeting of the Committee or to meet with any members
of, or consultants to, the Committee.
Minutes of each meeting will be taken and circulated to all members of the Committee in a
timely manner.
Any action of the Committee requires the vote of a majority of the Committee members present,
whether in person or otherwise, at the meeting at which such action is considered. At any meeting
of the Committee, one member of the Committee shall constitute a quorum for the purpose of taking
any action.
2
Duties and Powers and of the Committee
The duties and powers of the Committee include, but are not limited to, the following:
|
|
bear direct responsibility for the appointment, compensation, retention and oversight of
the work of the Funds independent auditors for the purpose of preparing or issuing an audit
report or performing other audit, review or attest services for the Fund, and the independent
auditors must report directly to the Committee; |
|
|
prepare an audit committee report to be included in the Funds annual proxy statement as
required by Item 407(d)(3)(i) of Regulation S-K; |
|
|
set the compensation of the independent auditors, such amount to be paid by the Fund; |
|
|
evaluate the independence of the Funds independent auditors, including whether the
auditors provide any consulting services to the Adviser or its affiliated companies, and
receive the auditors specific representations as to their independence; |
|
|
to the extent required by applicable law, pre-approve: (i) all audit and non-audit
services that the Funds independent auditors provide to the Fund, and (ii) all non-audit
services that the Funds independent auditors provide to the Adviser and any entity
controlling, controlled by, or under common control with the Adviser that provides ongoing
services to the Fund, if the engagement relates directly to the operations and financial
reporting of the Fund; provided that the Committee may implement policies and procedures by
which such services are approved other than by the full Committee prior to their ratification
by the Committee. |
|
|
meet with the Funds independent auditors, including private meetings, as necessary to (i)
review the arrangements for and scope of the annual audit, including the audit procedures to
be utilized in the review of the Funds financial statements, and any special audits; (ii)
discuss any matters of concern relating to the Funds financial statements, including any
adjustments to such statements recommended by the auditors, or other results of the audit(s);
(iii) consider the auditors comments with respect to the Funds financial policies,
procedures and internal accounting controls and managements responses thereto; and (iv)
review the form of opinion the auditors propose to render to the Directors and the members of
the Fund; |
|
|
review reports prepared by the Funds independent auditors detailing the fees paid to the
Funds independent auditors for: (i) audit services (includes all services necessary to
perform an audit, services provided in connection with statutory and regulatory filings or
engagements and other services generally provided by independent auditors, such as comfort
letters, statutory audits, attest services, consents and assistance with, and review of,
documents filed with the Securities and Exchange Commission (SEC)); (ii) audit-related
services (covers assurance and due diligence services, including, employee benefit plan
audits, due diligence related to mergers and acquisitions, consultations and audits in
connection with acquisitions, internal control reviews and consultations concerning |
3
|
|
financial accounting and reporting standards); (iii) tax services (services performed by a professional
staff in the accounting firms tax division, except those services related to the audit,
including tax compliance, tax planning and tax advice) and (iv) other services (includes
financial information systems implementation and design). |
|
|
ensure that the Funds independent auditors prepare and deliver annually to the Committee a
written statement (the Auditors Statement) describing: (i) the auditors internal quality
control procedures; (ii) any material issues raised by the most recent internal quality
control review or peer review of the auditors, or by any inquiry or investigation by
governmental or professional authorities within the preceding five years respecting one or
more independent audits carried out by the auditors, and any steps taken to deal with any such
issues; and (iii) all relationships between the independent auditors and the Fund, including
each non-audit service provided to the Fund and the matters set forth in PCAOB Rule 3526; |
|
|
receive and review a written report (or update, with respect to a semi-annual filing), as
of a date 90 days or less prior to the filing of the Funds annual (or semi-annual) report
with the SEC, to the Committee from the Funds independent auditors regarding any: (i)
critical accounting policies to be used; (ii) alternative accounting treatments that have been
discussed with the Funds management along with a description of the ramifications of the use
of such alternative treatments and the treatment preferred by the independent auditors; (iii)
material written communications between the auditor and management of the Fund; and (iv) all
non-audit services provided to any entity in the Funds investment company complex that were
not pre-approved by the Committee; |
|
|
review matters relating to the Funds internal controls and annual and semi-annual
financial reporting process, including results of the annual audit. Review internal
accounting controls relating to the activities of the Funds custodian and administrator and
the Adviser through the periodic review of reports, discussions with appropriate officers and
consideration of reviews provided by internal audit staff; |
|
|
meet with the Funds internal auditors (or other personnel responsible for the internal
audit function), if any, following an internal audit of the Fund to discuss significant risks
and exposures, if any, to the Funds risk management processes and system of internal
controls, and the steps taken to monitor and minimize such risks; |
|
|
review of any issues brought to the Committees attention by independent auditors or the
Funds management, including those relating to any deficiencies in the design or operation of
internal controls which could adversely affect the Funds ability to record, process,
summarize and report financial data, any material weaknesses in internal controls and any
fraud, whether or not material, that involves management or other employees who have a
significant role in the Funds internal controls; |
|
|
review and evaluate the qualifications, performance and independence of the lead partner of
the Funds independent auditors; |
4
|
|
require the Funds independent auditors to report any instance of an audit partner of those
auditors earning or receiving compensation based on that partner procuring engagements with
the Fund to provide any services other than audit, review or attest services; |
|
|
resolve any disagreements between the Funds management and independent auditors concerning
the Funds financial reporting; |
|
|
to the extent there are Directors who are not members of the Committee, report its
activities to the full Board on a regular basis and make such recommendations with respect to
the above and other matters as the Committee may deem necessary or appropriate; |
|
|
discuss with management and the independent auditors, prior to the printing and
distribution of the Funds annual report, the Funds audited financial statements, including
any narrative discussion concerning the Funds financial condition and investment performance
and, if appropriate, recommend the publication of the Funds annual audited financial
statements in the Funds annual report; |
|
|
discuss with management, prior to the printing and distribution of the Funds semi-annual
report, the Funds unaudited financial statements, including any narrative discussion
concerning the Funds financial condition and investment performance; |
|
|
discuss the Funds earnings press releases, financial information and earnings guidance
provided to analysts and ratings agencies, if any; |
|
|
review policies with respect to risk assessment and risk management; |
|
|
review hiring policies for employees or former employees of the Funds independent
auditors; |
|
|
establish and maintain the procedures set forth in Exhibit A regarding: (i) the receipt,
retention and treatment of complaints received by the Funds or the Adviser regarding
accounting, internal accounting controls or auditing matters; and (ii) the confidential,
anonymous submission by employees of the Fund, the Adviser, any sub-adviser, administrator,
principal underwriter or provider of accounting-related services of concerns regarding
questionable accounting or auditing matters; and |
|
|
review such other matters as may be appropriately delegated to the Committee by the Board. |
Annual Performance and Charter Evaluation
The Committee shall perform a review and evaluation, at least annually, of the performance of
the Committee and its members, including reviewing the compliance of the Committee with this
charter. The Committee shall also perform a review and evaluation of the adequacy of this Charter
at least annually and recommend any proposed changes to the Charter
5
to the Board for approval. The Committee shall conduct such evaluations and reviews in such manner as it deems appropriate in its
judgment.
6
EXHIBIT A
WHISTLEBLOWER PROCEDURES
A. |
|
Responsibilities of Audit Committee of the Fund (the Audit Committee) With Respect to
Specified Complaints |
1. The Audit Committee shall receive, retain, investigate and act on complaints and concerns
of Covered Persons1 (Reports) regarding:
(a) questionable accounting, internal accounting controls and auditing matters,
including those regarding the circumvention or attempted circumvention of internal
accounting controls or that would otherwise constitute a violation of the Funds accounting
policies (each an Accounting Allegation);
(b) compliance with legal and regulatory requirements (Legal Allegation); and
(c) retaliation against Covered Persons who make Accounting Allegations or Legal
Allegations (Retaliatory Act).
2. In the discretion of the Audit Committee, responsibilities of the Audit Committee created
by these procedures may be delegated to the Chairman of the Audit Committee.
B. |
|
Procedures for Receiving Reports |
1. Any Report that is made directly to management, whether openly, confidentially or
anonymously, shall be promptly reported to the Audit Committee.
2. Each Report forwarded to the Audit Committee by management and each Report that is made
directly to the Audit Committee, whether openly, confidentially or anonymously,
|
|
|
1 |
|
For purposes of these Procedures, Covered Person means any Fund Covered Person or Vendor
Covered Person; Fund Covered Persons means officers of the Fund as well as those employees of the
Funds investment adviser and sub-adviser that provide services on behalf of those entities to the Fund; and Vendor
Covered Persons means those employees of the Funds custodian, administrator, transfer agent, auction agent and
other third-party agents that, pursuant to agreements with the Fund, provide services to or on behalf of the Fund. |
shall be reviewed by the Audit Committee, who may, in their discretion, consult with any member of management who is
not the subject of the allegation and who may have appropriate expertise to assist the Audit
Committee. The Audit Committee shall determine whether the Audit Committee or management should
investigate the Report, taking into account the considerations set forth in Section C below.
(a) If the Audit Committee determines that management should investigate the Report,
the Audit Committee shall notify the Funds Chief Legal Officer in writing of that
conclusion. Management shall thereafter promptly investigate the Report and shall report
the results of its investigation, in writing, to the Audit Committee. Management shall be
free in its discretion to engage outside auditors, counsel or other experts to assist in the
investigation and in the analysis of results.
(b) If the Audit Committee determines that it should investigate the Report, the Audit
Committee shall promptly determine what professional assistance, if any, it needs in order
to conduct the investigation. The Audit Committee shall be free in its discretion to engage
outside auditors, counsel or other experts to assist in the investigation and in the
analysis of results.
C. |
|
Considerations Relative To Whether the Audit Committee or Management Should Investigate a
Report |
In determining whether management or the Audit Committee should investigate a Report, the
Audit Committee shall consider, among any other factors that are appropriate under the
circumstances, the following:
1. Who is the alleged wrongdoer? If an executive officer, senior financial officer or other
high management official is alleged to have engaged in wrongdoing, that factor alone may militate
in favor of the Audit Committee conducting the investigation.
A-2
2. How serious is the alleged wrongdoing? The more serious the alleged wrongdoing, the more
appropriate that the Audit Committee should undertake the investigation. If the alleged wrongdoing
would constitute a crime involving the integrity of the financial statements of the Fund, that
factor alone may militate in favor of the Audit Committee conducting the investigation.
3. How credible is the allegation of wrongdoing? The more credible the allegation, the more
appropriate that the Audit Committee should undertake the investigation. In assessing credibility,
the Audit Committee should consider all facts surrounding the allegation, including but not limited
to whether similar allegations have been made in the press or by analysts.
D. |
|
Protection of Whistleblowers |
Consistent with the policies of the Fund, the Audit Committee shall not retaliate, and shall
not tolerate any retaliation by management or any other person or group, directly or indirectly,
against anyone who, in good faith, makes an Accounting Allegation or Legal Allegation, reports a
Retaliatory Act or provides assistance to the Audit Committee, management or any other person or
group, including any governmental, regulatory or law enforcement body, investigating a Report. The
Audit Committee shall not, unless compelled by judicial or other legal process, reveal the identity
of any person who makes an Accounting Allegation or Legal Allegation or reports a Retaliatory Act
and who asks that his or her identity as the person who made such Report remain confidential and
shall not make any effort, or tolerate any effort made by any other person or group, to ascertain
the identity of any person who makes a Report anonymously.
A-3
The Audit Committee shall retain for a period of seven years all records relating to any
Accounting Allegation or Legal Allegation or report of a Retaliatory Act and to the investigation
of any such Report.
F. |
|
Procedures for Making Complaints |
In addition to any other avenue available to a Covered Person, any Covered Person may report
to the Audit Committee openly, confidentially or anonymously any Accounting Allegation or Legal
Allegation or report of a Retaliatory Act. Accounting Allegations, Legal Allegations and reports
of a Retaliatory Act can be made orally or in writing to the Chairman of the Audit Committee. Such
Reports can also be made directly to management openly, confidentially or anonymously by contacting
the Funds Chief Legal Officer in writing or in person.
A-4
|
(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%. |
|
(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 2010 and
$0 for 2009. |
|
(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
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|
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. |
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, Jeswald W. Salacuse, J. Marc Hardy, and Stephane Henry.
(a) |
|
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. |
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Item 7. |
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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
1
TABLE OF CONTENTS
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Page |
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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 |
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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 |
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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) |
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Composition of the board and key board committees |
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(3) |
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Attendance at board meetings |
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(4) |
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Corporate governance provisions and takeover activity |
We may also consider:
|
(1) |
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Board decisions concerning executive compensation |
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|
(2) |
|
Number of other board seats held by the nominee |
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|
(3) |
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Interlocking directorships |
Vote Recommendation
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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
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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
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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
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(Shareholders Proposals) |
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|
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
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Vote AGAINST proposals that eliminate entirely
director and officers liability for monetary damages
for violating the duty of care. |
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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. |
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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
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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 |
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|
2. |
|
background to the proxy contest |
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|
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
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|
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
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(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
|
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|
|
Vote FOR shareholder proposals asking that a company
submit its poison pill for shareholder ratification. |
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Vote on a CASE-BY-CASE basis regarding shareholder
proposals to redeem a companys poison pill. |
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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
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|
|
Vote FOR proposals to adopt anti Greenmail or bylaw
amendments or otherwise restrict a companys ability
to make Greenmail payments |
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|
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. |
|
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|
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
|
|
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|
|
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.
(a) Portfolio Manager. The Fund is managed by Punita Kumar-Sinha, Chief Investment Officer,
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
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, 2010, the total assets of The Asia Tigers Fund, Inc. were $72,106,513, and the total
assets of the unregistered pooled investment vehicle were approximately $11,274,445. 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 and Blackstone stock.
The level of this bonus is based upon evaluations and determinations made by Blackstones
Compensation Committee. 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. Ms. Kumar-Sinhas
performance is evaluated for the prior calendar year and also takes into account her long term
record.
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, 2010, Ms. Kumar-Sinha beneficially
owned between $10,001 and $50,000 in the common stock of the Fund.
|
|
|
Item 9. |
|
Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated
Purchasers. |
REGISTRANT PURCHASES OF EQUITY SECURITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(c) Total Number of Shares |
|
(d) Maximum Number (or |
|
|
(a) Total Number of |
|
(b) Average |
|
(or Units) Purchased as Part |
|
Approximate Dollar Value) of Shares |
|
|
Shares (or |
|
Price Paid per |
|
of Publicly Announced Plans |
|
(or Units) that May Yet Be Purchased |
Period |
|
Units) Purchased |
|
Share (or Unit) |
|
or Programs |
|
Under
the Plans or Programs |
07/01/2010 to 07/31/2010 |
|
None |
|
None |
|
None |
|
None |
|
|
|
|
|
|
|
|
|
08/01/2010 to 08/31/2010 |
|
None |
|
None |
|
None |
|
None |
|
|
|
|
|
|
|
|
|
09/01/2010
to 09/30/2010 |
|
2,330,789 |
|
$37.2694 |
|
2,330,789(1) |
|
None |
|
|
|
|
|
|
|
|
|
10/01/2010
to 10/31/2010 |
|
None |
|
None |
|
None |
|
None |
|
|
|
|
|
|
|
|
|
11/01/2010
to 11/30/2010 |
|
None |
|
None |
|
None |
|
None |
|
|
|
|
|
|
|
|
|
12/01/2010
to 12/31/2010 |
|
None |
|
None |
|
None |
|
None |
|
|
|
|
|
|
|
|
|
Total |
|
2,330,789 |
|
$37.2694 |
|
2,330,789 |
|
None |
|
|
|
(1) |
|
These shares were repurchased in connection with the Funds regular, semi-annual
repurchase offer announced on August 20, 2010 that expired on September 10, 2010. In connection
with this repurchase offer, the Fund offered to repurchase up to 2,330,789 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 17, 2010. |
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. |
|
(a) |
|
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)). |
|
|
(b) |
|
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. |
|
(a)(1) |
|
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. |
|
|
(a)(3) |
|
Not applicable. |
|
|
(b) |
|
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.
|
|
|
|
|
|
|
(registrant) |
|
The India Fund, Inc. |
|
|
|
|
|
|
|
|
|
By (Signature and Title)* |
|
/s/ Prakash A. Melwani |
|
|
|
|
|
|
Prakash A. Melwani, President
|
|
|
|
|
|
|
(principal executive officer) |
|
|
|
|
|
|
|
|
|
Date
|
|
|
|
February 28, 2011 |
|
|
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.
|
|
|
|
|
|
|
By (Signature and Title)* |
|
/s/ Prakash A. Melwani |
|
|
|
|
|
|
Prakash A. Melwani, President
|
|
|
|
|
|
|
(principal executive officer) |
|
|
|
|
|
|
|
|
|
Date
|
|
|
|
February 28, 2011 |
|
|
|
|
|
|
|
|
|
By (Signature and Title)* |
|
/s/ Joseph M. Malangoni |
|
|
|
|
|
|
Joseph M. Malangoni, Treasurer and Vice President
|
|
|
|
|
|
|
(principal financial officer) |
|
|
|
|
|
|
|
|
|
Date
|
|
|
|
February 28, 2011 |
|
|
|
|
|
* |
|
Print the name and title of each signing officer under his or her signature. |