UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
x
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Filed by the Registrant
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¨
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Filed by a Party other than the Registrant
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Check the appropriate box:
¨
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Preliminary Proxy Statement
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¨
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Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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x
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Definitive Proxy Statement
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¨
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Definitive Additional Materials
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¨
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Soliciting Material Pursuant to Rule
14a-11(c)
or Rule
14a-12
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The Asia Tigers Fund, Inc.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (check the appropriate box):
¨
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Fee computed on table below per Exchange Act Rules
14a-6(i)(1)
and
0-11.
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(1)
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Title of each class of securities to which transaction
applies:
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(2)
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Aggregate number of securities to which transaction
applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule
0-11
(set forth the amount on which
the filing fee is calculated and state how it is
determined):
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(4)
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Proposed maximum aggregate value of
transaction:
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¨
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Fee paid previously with preliminary materials.
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¨
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Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2)
and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously
Paid:
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(2)
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Form, Schedule or Registration Statement
No.:
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THE ASIA TIGERS FUND, INC.
1735 Market Street, 32nd Floor
Philadelphia, PA 19103
February 14, 2014
Dear Stockholder:
We are
pleased to enclose the notice and proxy statement for the Annual Meeting of Stockholders of The Asia Tigers Fund, Inc. (NYSE: GRR; the Fund) to be held on Thursday, March 27, 2014, at the offices of Aberdeen Asset Management Inc.,
712 Fifth Avenue, 49th Floor (entrance on 56th Street), New York, New York, at 9:30 a.m., New York time.
At the
meeting, you will be asked to vote on the election of two Directors.
After careful consideration, the Board of Directors of the Fund, including all
of the Independent Directors, recommends that you vote FOR the election of each of the nominees.
Whether or not you intend to attend the meeting, you may vote by proxy by signing and returning your proxy card in the enclosed postage-paid envelope or by following the instructions on your proxy card to
vote by telephone or over the Internet. Please familiarize yourself with the proposal and vote immediately, even if you plan to attend the meeting.
If your completed proxy card is not received, you may be contacted by representatives of the Fund or by our proxy solicitor, Georgeson Inc. (Georgeson). Georgeson has been engaged to assist the
Fund in soliciting proxies. Representatives of Georgeson will remind you to vote your shares. You may also call the number provided on your proxy card for additional information.
As always, we thank you for your confidence and support.
Sincerely,
Alan Goodson
President
THE ASIA TIGERS FUND, INC.
1735 Market Street, 32nd Floor
Philadelphia, PA 19103
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on March 27, 2014
February 14, 2014
To the Stockholders:
An
Annual Meeting of Stockholders of The Asia Tigers Fund, Inc. (the Fund) will be held on Thursday, March 27, 2014, at the offices of Aberdeen Asset Management Inc., 712 Fifth Avenue, 49th Floor (entrance on 56th Street), New York,
New York at 9:30 a.m., New York time, for the purpose of considering and voting upon proposals to:
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1.
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Elect two Class I Directors to the Board of Directors.
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2.
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Transact such other business as may be properly presented at the Meeting or any adjournments or postponements thereof.
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The close of business on February 7, 2014, has been fixed as the record date for the determination of Stockholders entitled to notice
of and to vote at the Meeting and any adjournments or postponements thereof. The enclosed proxy is being solicited on behalf of the Board of Directors of the Fund.
By order of the Board of Directors,
Megan Kennedy
Secretary
TO AVOID THE UNNECESSARY EXPENSE OF FURTHER SOLICITATION, WE
URGE YOU
to indicate voting instructions on the enclosed proxy card, date and sign it and return it promptly in the envelope provided, or to vote promptly by telephone or over the Internet
according to the instructions on the enclosed proxy card, no matter how large or small your holdings may be.
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance to you and may avoid the time and expense to the Fund involved in
validating your vote if you fail to sign your proxy card properly.
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Individual Accounts.
Sign your name exactly as it appears in the registration on the proxy card.
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2.
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Joint Accounts.
Either party may sign, but the name of the party signing should conform exactly to a name
shown in the registration.
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3.
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Other Accounts.
The capacity of the individual signing the proxy card should be indicated unless it is
reflected in the form of registration. For example:
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REGISTRATION
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Corporate Accounts
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Valid Signature
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ABC Corp.
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ABC Corp. (by John Doe, Treasurer)
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ABC Corp.
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John Doe, Treasurer
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ABC Corp. c/o John Doe, Treasurer
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John Doe
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ABC Corp. Profit Sharing Plan
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John Doe, Trustee
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Trust
Accounts
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ABC Trust
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Jane B. Doe, Trustee
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Jane B. Doe, Trustee u/t/d 12/28/78
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Jane B. Doe
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Custodial or Estate Accounts
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John B. Smith, Cust. f/b/o John B. Smith, Jr. UGMA
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John B. Smith
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John B. Smith
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John B. Smith, Jr., Executor
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The Asia Tigers Fund, Inc.
1735 Market Street, 32nd Floor
Philadelphia, PA 19103
PROXY
STATEMENT
This proxy statement is furnished in connection with a solicitation by the Board of Directors of The Asia Tigers Fund, Inc. (the Fund) of proxies to be used at the Annual Meeting of Stockholders
of the Fund to be held at the offices of Aberdeen Asset Management Inc, 712 Fifth Avenue, on the 49th Floor (entrance on 56th Street), New York, New York, on Thursday, March 27, 2014, at 9:30 a.m., New York time, and at any
adjournments or postponements thereof (the Meeting), for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders.
This proxy statement and the accompanying form of proxy are first being mailed to Stockholders on or about February 14, 2014.
At the Meeting, Stockholders will vote on a proposal to elect two Class I Directors to the Board of Directors.
This Proxy Statement sets forth concisely the information Stockholders of the Fund should know before voting on the proposal. Please read it carefully and retain it for future reference.
The Funds Annual Report, containing financial statements for the fiscal year ended October 31, 2013, as filed on
Form N-CSR,
is available free of
charge by contacting Aberdeen Asset Management Inc., 1735 Market Street, 32
nd
Floor, Philadelphia, PA 19103, by
calling
1-866-839-5205
toll-free or on the Internet at www.aberdeengrr.com.
Information about the Fund is included in this proxy statement. Reports
and other information filed by the Fund can be inspected in person at the Public Reference Room maintained by the Securities and Exchange Commission (the SEC) at the address below, and copies of such materials can be obtained from the
Public Reference Branch at the address below. In addition, shares of common stock of the Fund are listed on the New York Stock Exchange (the NYSE) under the ticker symbol GRR. Reports and other information concerning the Fund
can be inspected by contacting the NYSE at New York Stock Exchange, Inc., 11 Wall Street, New York, New York 10005. The Fund is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and the Investment
Company Act of 1940, as amended (the 1940 Act), and in accordance therewith, file reports and other information, including proxy materials and charter documents, with the SEC.
You also may view or obtain these documents from the SEC:
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In Person:
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At the SECs Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549
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By Phone:
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1-800-SEC-0330
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By Mail:
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Public Reference Branch
Office of Consumer Affairs and Information Services
Securities and Exchange Commission
100 F Street,
N.E.
Washington, D.C. 20549
(duplicating fee required)
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By Email:
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publicinfo@sec.gov
(duplicating fee required)
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By Internet:
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www.sec.gov
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Stockholders who execute proxies retain the right to revoke them in person at the Meeting, by
written notice received by the Secretary of the Fund at any time before they are voted or by delivering a duly executed proxy bearing a later date. Proxies that are not revoked will be voted in accordance with the specifications thereon and, unless
specified to the contrary, will be voted FOR each of the nominees for Director.
The close of business on February 7, 2014,
has been fixed as the record date for the determination of Stockholders entitled to notice of and to vote at the Meeting and any adjournments or postponements thereof. Each Stockholder is entitled to one vote for each full share and an appropriate
fraction of a vote for each fractional share held.
On the record date, there were 3,599,864.0945 shares of the Funds
common stock outstanding.
In the event that a quorum is not present at the Meeting, the Chairman of the Meeting, without notice
other than by announcement at the Meeting, may adjourn the Meeting to a date not more than 120 days after the original record date to permit further solicitation of proxies or until a quorum shall attend. Under the
By-Laws
of the Fund, a quorum is constituted by the presence in person or by proxy of the holders of record of a majority of the outstanding shares of common stock of the Fund entitled to vote at the Meeting.
Votes cast by proxy or in person at the Meeting will be tabulated by the inspector of election appointed for the Meeting. The
inspector of election will determine whether or not a quorum is present at the Meeting. The inspector of election will treat abstentions and broker non-votes (i.e., shares held by brokers or nominees, typically in street
name, as to which proxies have been returned but (i) instructions have not been received from the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular
matter) as present for purposes of determining a quorum.
For purposes of the election of Directors, abstentions and broker
non-votes will not be considered votes cast and will not affect the plurality vote required for Directors. The persons named as proxies will have discretionary authority to vote all shares for which they serve as proxies, including abstentions and
broker non-votes, on the adjournment of the Meeting, whether or not a quorum is present, to a date not more than 120 days after the original record date to permit further solicitation of proxies.
Stockholders who plan to attend the Meeting will be required to provide valid identification in order to gain admission.
The Board of Directors of the Fund knows of no business other than that discussed above that will be presented for consideration at the
Meeting. If any other matter is properly presented, it is the intention of the persons named in the enclosed proxy to vote in accordance with their best judgment.
The Fund is a closed-end management investment company registered under the 1940 Act. The principal business address of
the Fund is 1735 Market Street, 32
nd
Floor, Philadelphia, PA
19103.
The date of this Proxy Statement is February 14, 2014.
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to be Held on March 27, 2014:
The proxy statement and related materials are available at
www.aberdeenGRR.com
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2
PROPOSAL 1. ELECTION OF DIRECTORS
Background
In accordance
with the Funds Charter, the Funds Board of Directors is divided into three classes: Class I, Class II and Class III. At the Meeting, Stockholders will be asked to elect two Class I Directors, each to hold office until
the 2017 Annual Meeting of Stockholders or thereafter until his successor is elected and qualified. The terms of office of the Class II Directors expire at the Annual Meeting of Stockholders in 2015 or thereafter until their respective
successors are duly elected and qualified. The terms of office of the Class III Directors expire at the Annual Meeting of Stockholders in 2016 or thereafter until their respective successors are duly elected and qualified. These staggered terms
have the effect of limiting the ability of other entities or persons to acquire control of the Fund by delaying the replacement of a majority of the Board of Directors and could have the effect of depriving Stockholders of an opportunity to sell
their shares at a premium over prevailing market prices by discouraging a third party from seeking to obtain control of the Fund.
Mr. Leslie H. Gelb and Mr. Luis F. Rubio are the nominees for election as Class I Directors and have been members of the Funds
Board of Directors since 1994 and 1999, respectively.
The persons
named in the accompanying form of proxy intend to vote at the Meeting (unless directed not to vote) FOR the election of the nominees listed below.
The nominees have consented to being named
in this proxy statement and have indicated that they will serve if elected. If a nominee should be unable to serve, the proxy will be voted for any other person determined by the persons named as proxies in their discretion.
The following table provides information concerning the nominees for election as Class I Directors:
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Name, Address
and Age
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Position(s)
Held with Fund
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Length of Time
Served
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Principal Occupation(s)
during Past 5
Years
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Number of
Funds in
Fund
Complex*
Overseen by
Nominee
(including
the
Fund)
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Other
Board
Memberships Held
by Nominee During
Past Five Years
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Nominees to serve as Class I Directors until the 2017 Annual Meeting of
Stockholders
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Independent Directors
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Leslie H. Gelb
c/o Aberdeen Asset
Management Inc.
1735 Market Street,
32
nd
Floor,
Philadelphia,
PA 19103
Birth Year: 1937
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Director and Member of the Audit and Nominating Committees
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Since 1994
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President Emeritus of The Council on Foreign Relations since 2003. Previously, a Columnist, Deputy Editorial Page Editor and Editor, Op-Ed Page, of
The New York Times,
as well
as a senior official in the departments of State and Defense.
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2
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Director of 34 registered investment companies advised by Legg Mason Partners Fund Advisor, LLC and its affiliates.
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3
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Name, Address
and Age
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Position(s)
Held with Fund
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Length of Time
Served
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Principal Occupation(s)
during Past 5
Years
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Number of
Funds in
Fund
Complex*
Overseen by
Nominee
(including
the
Fund)
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Other
Board
Memberships Held
by Nominee During
Past Five Years
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Luis F. Rubio
c/o Aberdeen Asset
Management Inc.
1735 Market Street,
32
nd
Floor,
Philadelphia,
PA 19103
Birth Year: 1955
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Director and Member of the Audit and Nominating Committees
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Since 1999
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Chairman of Centro de Investigacion para el Desarrollo, A.C. (Center of Research for Development) since 2000. He is also a frequent contributor of op-ed pieces to
The Wall Street
Journal.
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2
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Director of two registered investment companies advised by Advantage Advisers L.L.C. or its affiliates.
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The following table provides information concerning the Class II and Class III Directors currently
serving until the year 2015 and 2016 Annual Meetings of Stockholders, respectively:
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Name, Address
and Age
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Position(s)
Held with Fund
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Length of Time
Served
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Principal Occupation(s)
during Past 5
Years
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Number of
Funds in
Fund
Complex*
Overseen by
Director
(including
the
Fund)
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Other
Board
Memberships Held
by Director During
Past Five Years
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Class II Directors serving until the 2015 Annual Meeting of
Stockholders
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Independent Director
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Jeswald W. Salacuse
c/o Aberdeen Asset
Management Inc.
1735 Market Street,
32
nd
Floor,
Philadelphia,
PA 19103
Birth Year: 1938
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Director, Chairman of the Board of Directors and Chairman of the Audit, Nominating and Valuation Committees
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Since 1993
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Henry J. Braker Professor of Commercial Law at The Fletcher School of Law & Diplomacy, Tufts University, since 1986. He has also served as International Arbitrator, Arbitration
Tribunal, ICSID, World Bank since 2004.
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2
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Director of 34 registered investment companies advised by Legg Mason Partners Fund Advisor, LLC and its affiliates.
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4
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Name, Address
and Age
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Position(s)
Held with Fund
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Length of Time
Served
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Principal Occupation(s)
during Past 5
Years
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Number of
Funds in
Fund
Complex*
Overseen by
Director
(including
the
Fund)
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Other
Board
Memberships Held
by Director During
Past Five Years
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Interested Director
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Martin
Gilbert
1
c/o Aberdeen
Asset
Management Inc.
1735 Market Street,
32
nd
Floor, Philadelphia,
PA 19103
Birth Year: 1955
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Director
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Since January 2012
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Founding Director and shareholder, and Chief Executive of Aberdeen Asset Management PLC, the holding company of the fund management group that was established in 1983. Director of
Aberdeen Asset Management Asia Limited since 1991 and Aberdeen Asset Management Limited since 2000. Director since 1995 and President since 2006 of Aberdeen Asset Management, Inc. Mr. Gilbert also serves as officer and/or Director of various Group
subsidiary companies, Aberdeen-managed investment trusts and funds boards.
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29
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Member of Board of: Bogey One Limited, British Sky Broadcasting Group PLC, FirstGroup PLC, St. Julegar Limited, World Media Rights Limited
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Class III Director serving until the 2016 Annual Meeting of
Stockholders
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Independent Director
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Lawrence K. Becker
c/o Aberdeen Asset
Management Inc.
1735 Market Street,
32
nd
Floor,
Philadelphia,
PA 19103
Birth Year: 1955
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Director and Member of the Audit and Nominating Committees
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Since 2003
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Private Investor, Real Estate Investment Management since July 2003; Treasurer of the France Growth Fund from 2004 to 2008;
and Vice President and Controller/Treasurer of National Financial Partners from 2000 to 2003.
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2
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Director of two registered investment companies advised by Advantage Advisers L.L.C. or its affiliates.
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*
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Aberdeen Asia-Pacific Income Fund, Inc., Aberdeen Global Income Fund, Inc., Aberdeen Australia Equity Fund, Inc., Aberdeen Chile Fund, Inc., Aberdeen
Emerging Markets Smaller Company Opportunities Fund, Inc., Aberdeen Israel Fund, Inc., Aberdeen Indonesia Fund, Inc., Aberdeen Latin America Equity Fund, Inc., Aberdeen Singapore Fund, Inc., The India Fund, Inc., The Asia Tigers Fund, Inc., Aberdeen
Greater China Fund, Inc., The Japan Equity Fund, Inc., Aberdeen Funds, Aberdeen Investment Funds, and Aberdeen Global Select Opportunities Fund, Inc. have a common investment manager and/or investment adviser, or an
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investment adviser that is affiliated with the investment manager and/or investment adviser of the Funds, and may thus be deemed to be part of the same Fund Complex.
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1
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Mr. Gilbert is an interested person, as defined in the 1940 Act because he serves as Chief Executive of Aberdeen Asset Management PLC,
the parent company of the Funds investment manager and administrator.
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Each Director was selected to join
the Board based on a variety of factors including, but not limited to the Directors ability to carry out his or her duties as a Director, the Directors background, business and professional experience, qualifications and skills. Each
Director possesses the following specific characteristics: Mr. Becker is a private investor with financial and accounting experience as treasurer and controller of other companies and experience as a member of the Board of other investment
companies who, the Board has determined, is an audit committee financial expert as explained further below; Mr. Gelb has academic and foreign affairs experience and has served as a board member of other investment companies;
Mr. Rubio has business and academic experience as president of a not-for-profit think tank focused on Mexicos economic and democratic development and has served as a board member of other investment companies; Mr. Salacuse has
academic and foreign affairs experience and has served as a board member of other investment companies; and Mr. Gilbert is a founder and CEO of a global asset management company with experience as a board member of other investment trusts and a
member of several financial organizations.
Director Compensation
Under the federal securities laws, the Fund is required to provide to Stockholders in connection with the Meeting information regarding
compensation paid to Directors by the Fund as well as by the various other U.S. registered investment companies advised by the investment manager or an affiliate of the investment manager during the Funds prior fiscal year. The following table
provides information concerning the approximate compensation paid during the fiscal year ended October 31, 2013 to each Director of the Fund and the aggregate compensation paid to them from all registered funds in the Aberdeen Fund Complex for
the fiscal year ended October 31, 2013. The Fund does not provide any pension or retirement benefits to Directors.
A Fund
Complex means two or more registered investment companies that hold themselves out to investors as related companies for purposes of investment and investor services, or that have a common investment manager or that have an investment manager that
is an affiliated person of the investment manager of any of the other registered investment companies. Investment companies are considered to be in the same family if they share the same investment manager or principal underwriter and hold
themselves out to investors as related companies for purposes of investment and investor services.
Officers of the Fund and
Directors who are interested persons of the Fund do not receive any compensation directly from the Fund or any other fund in the Fund Complex for performing their duties as officers or Directors, respectively, although they are reimbursed by the
Fund for reasonable out-of-pocket travel expenses for attending Board meetings.
6
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Name of Director
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Aggregate
Compensation
from Fund
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Total
Compensation
from
Other Funds
Advised by
Adviser
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Total
Compensation
from Fund and
Fund Complex
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Lawrence K. Becker
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$
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13,000
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$
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62,500
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$
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75,500
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Leslie H. Gelb
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$
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13,000
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$
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62,500
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$
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75,500
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Luis F. Rubio
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$
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13,000
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$
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62,500
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$
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75,500
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Jeswald W. Salacuse
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$
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15,500
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$
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80,000
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$
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95,500
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Martin Gilbert
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$
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0
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$
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0
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$
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0
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Beneficial Share Ownership
Based upon a review of the most recent filings made pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the 1934 Act), as of December 31, 2013, the following
table shows certain information concerning persons who may be deemed beneficial owners of 5% of more of the outstanding shares of the Fund:
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Shares
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Percentage
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Name
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Address
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196,594
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5.18%
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Peter Ciampi
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16 Saddle Club Rd.
Lexington, MA 02420
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Cede & Co., a nominee for participants in The Depository Trust
Company, held of record 3,523,224 shares, equal to approximately 97.87% of the outstanding shares of the Fund.
Ownership of Securities
The following table provides information concerning the number and dollar range of equity securities beneficially owned by
each Director as of February 7, 2014:
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Name of Director
or Nominee
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Dollar Range of Equity
Securities in the Fund
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Aggregate Dollar Range
of Equity Securities in
All Funds Overseen by
Director or Nominee
in
Aberdeen Family of
Investment Companies
(1)
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Directors
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Lawrence K. Becker
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$10,001-$50,000
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$50,001-$100,000
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Leslie H. Gelb
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$10,001-$50,000
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$10,001-$50,000
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Martin Gilbert
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$10,001-$50,000
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$50,001-$100,000
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Luis F. Rubio
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$10,001-$50,000
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$10,001-$50,000
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Jeswald W. Salacuse
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$10,001-$50,000
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$10,001-$50,000
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All Directors and Executive Officers (as a group)
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$50,001-$100,000
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Over $100,000
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(1)
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Aberdeen Family of Investment Companies means those registered investment companies that share Aberdeen or an affiliate as the investment
adviser and that hold themselves out to investors as related companies for purposes of investment and investor services.
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As of February 7, 2014, the holdings of no Director or executive officer, nor the Directors and executive officers of the Fund as a group, represented more than 1% of the outstanding shares of the
Funds common stock. At February 7, 2014, no Director or nominee for election as Director who is not an interested person of the Fund as defined in the 1940 Act, nor any immediate family member of such
7
persons, owned beneficially or of record any shares of Aberdeen Asset Management Asia Limited (AAMAL), the Funds investment manager, or any person or entity (other than the
Fund) directly or indirectly controlling, controlled by, or under common control with AAMAL.
Responsibilities of the Board of Directors
The Board of Directors is responsible under applicable state law for overseeing generally the operation of the Fund. The
Directors oversee the Funds operations by, among other things, meeting at regularly scheduled meetings and as otherwise needed with the Funds management and evaluating the performance of the Funds service providers including AAMAL,
the Funds custodian, and the transfer agent. As part of this process, the Directors consult with the Funds independent registered public accounting firm, and the independent directors as defined in the 1940 Act (Independent
Directors) consult with their own separate independent counsel.
The Directors regularly review the Funds financial
statements, performance and market price as well as the quality of the services being provided to the Fund. As part of this process, the Directors review the Funds fees and expenses to determine if they are reasonable and competitive in light
of the services being received, while also ensuring that the Fund continues to have access to high quality services in the future. Based on these reviews, the Directors periodically make suggestions to the Funds management and monitor to
ensure that responsive action is taken. The Directors also monitor potential conflicts of interest among the Fund, AAMAL and its affiliates and other funds and clients managed by AAMAL with the objective that the Fund will be managed in a manner
that is in the best interest of the Funds Stockholders.
The Board of Directors has four regularly scheduled meetings each
year and additional meetings are scheduled as needed. Furthermore, the Board of Directors has a standing Audit Committee and a Nominating Committee, which meet periodically during the year and the responsibilities of which are described below.
The Board of Directors is currently comprised of five Directors, four of whom are independent as defined in the NYSE
listing standards. The Independent Directors have separate legal counsel and regularly meet apart from management. In fulfilling their general oversight responsibility, the Directors regularly receive reports from the Funds investment manager,
the Funds Chief Compliance Officer (CCO), counsel to the Fund and counsel to the Independent Directors. The Boards role in risk oversight of the Fund reflects its responsibility under applicable state law to oversee
generally, rather than to manage, the operations of the Fund. In line with this general oversight responsibility, the Board receives reports and makes regular inquiries at its quarterly meetings and as needed regarding the nature and extent of
significant Fund risks (including investment, compliance and valuation risks) that could potentially have a materially adverse impact on the business operations, investment performance or reputation of the Fund, but relies upon the Funds
management (including its portfolio managers and CCO, who report directly to the Board) and AAMAL to assist it in identifying and understanding the nature and extent of such risks and determining that such risks are being effectively managed by the
implementation of appropriate policies, procedures and controls. In addition to reports and other information received from Fund management and AAMAL regarding the Funds investment program and activities, the Board as part of its risk
oversight efforts meets at its quarterly meetings and as needed with the Funds CCO to discuss, among other things, any issues regarding the policies, procedures and controls of the Fund. The Board may
8
be assisted in performing aspects of its role in risk oversight by the Audit Committee and such other standing or special committees as may be established from time to time by the Board. Based on
a review of the Board and its functions, the Board has determined that the leadership structure of the Board of Directors, including its role in risk oversight, is appropriate given the characteristics and circumstances of the Fund.
The Board recognizes that not all risks that may affect the Fund can be identified, that it may not be practical or cost-effective to
eliminate or mitigate certain risks, that it may be necessary to bear certain risks (such as investment-related risks) to achieve the Funds goals, and that the processes, procedures and controls employed to address certain risks may be limited
in their effectiveness. Moreover, despite the periodic reports the Board receives, it may not be made aware of all of the relevant information of a particular risk. Most of the Funds investment management and business affairs are carried out
by or through the Funds management and AAMAL and other service providers, each of which has an independent interest in risk management but whose policies and the methods by which one or more risk management functions are carried out may differ
from the Funds and each others in the setting of priorities, the resources available or the effectiveness of relevant controls. As a result of the foregoing and other factors, the Boards risk management oversight is subject to
substantial limitations.
Officers of the Fund
The executive officers of the Fund are chosen annually to hold office until the next year and until their successors are chosen and qualified. The current executive officers of the Fund are:
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Name, Address and Age
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Position(s) Held with Fund
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Term of Office and
Length of Time Served
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Principal Occupation
During Past 5 Years
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Alan Goodson*
Aberdeen Asset Management Inc.
1735 Market Street, 32
nd
Floor
Philadelphia, PA 19103
Birth Year: 1974
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President
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Since 2011
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Currently, Head of Product US, overseeing both Product Management and Product Development for Aberdeens registered and unregistered investment companies in the US and Canada. Mr.
Goodson is Vice President of Aberdeen Asset Management Inc. (AAMI) and joined Aberdeen in 2000.
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Jeffrey Cotton*
Aberdeen Asset Management Inc.
1735 Market Street, 32
nd
Floor
Philadelphia, PA 19103
Birth Year: 1977
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Vice President Compliance and Chief Compliance Officer
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Since 2011
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Currently, Vice President and Head of Compliance-Americas for Aberdeen Asset Management Inc. Mr. Cotton joined Aberdeen in 2010. Prior to joining Aberdeen, Mr. Cotton was a Senior
Compliance Officer at Old Mutual Asset Management (2009-2010) supporting its affiliated investment advisers and mutual fund platform. Mr. Cotton was also a VP, Senior Compliance Manager at Bank of America/Columbia Management
(2006-2009).
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9
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Name, Address and Age
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Position(s) Held with Fund
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Term of Office and
Length of Time Served
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Principal Occupation
During Past 5 Years
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Lucia Sitar*
Aberdeen Asset Management Inc.
1735 Market Street, 32
nd
Floor
Philadelphia, PA 19103
Birth Year: 1971
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Vice President and Chief Legal Officer
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Since 2012
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Currently Managing U.S. Counsel for AAMI. Ms. Sitar joined AAMI in July 2007. Prior to that, Ms. Sitar was an associate attorney in the Investment Management Group of Stradley
Ronon Stevens & Young LLP (law firm) (2000-2007).
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Andrea Melia*
Aberdeen Asset Management PLC
1735 Market Street, 32
nd
Floor
Philadelphia, PA 19103
Birth Year: 1969
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Treasurer
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Since 2011
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Currently, Vice President and Head of Fund Administration US for AAMI (since 2009). Prior to joining Aberdeen, Ms. Melia was Director of Fund Administration and accounting
oversight for Princeton Administrators LLC, a division of BlackRock Inc. and had worked with Princeton Administrators since 1992.
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Megan Kennedy*
Aberdeen Asset Management Inc.
1735 Market Street, 32
nd
Floor
Philadelphia, PA 19103
Birth Year: 1974
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Vice President and Secretary
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Since 2011
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Currently, Head of Product Management for Aberdeen Asset Management Inc. Ms. Kennedy joined Aberdeen Asset Management Inc. in 2005 as a Senior Fund Administrator. Ms. Kennedy was
promoted to Assistant Treasurer Collective Funds/North American Mutual Funds in February 2008 and promoted to Treasurer Collective Funds/North American Mutual Funds in July 2008.
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Adrian Lim*
Aberdeen Asset Management Inc.
1735 Market Street, 32
nd
Floor
Philadelphia, PA 19103
Birth Year: 1971
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Vice President
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Since 2012
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Currently, Senior Investment Manager on the Asian Equities Team. Adrian joined Aberdeen in 2000 as a manager in private equity on the acquisition of Murray Johnstone and transferred to
his current position soon after.
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10
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Name, Address and Age
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Position(s) Held with Fund
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Term of Office and
Length of Time Served
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Principal Occupation
During Past 5 Years
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Gary Marshall*
Aberdeen Asset Management Inc.
1735 Market Street, 32
nd
Floor
Philadelphia, PA 19103
Birth Year: 1961
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Vice President
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Since 2011
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Head of Americas since January 2010, which role includes responsibility for overseeing registered and unregistered investment companies in the US and Canada. Mr. Marshall is the Chief
Executive of Aberdeen Asset Management Inc. and joined Aberdeen via the acquisition of Prolific Financial Management in 1997.
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Jennifer Nichols*
Aberdeen Asset Management Inc.
1735 Market Street, 32
nd
Floor
Philadelphia, PA 19103
Birth Year: 1978
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Vice President
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Since 2011
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Currently, Global Head of Legal for Aberdeen. Director, Vice President for AAMI since October 2006.
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Christian Pittard*
Aberdeen Asset Management Inc.
1735 Market Street, 32nd Floor,
Philadelphia, PA 19103
Birth Year: 1973
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Vice President
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Since 2011
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Currently, Group Head of Product Development, for Aberdeen Asset Management PLC and Director of Aberdeen Asset Managers Limited since 2010. Previously, Director and Vice President
(2006-2008), Chief Executive Officer (from October 2005 to September 2006) of Aberdeen Asset Management Inc.
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Hugh Young**
Aberdeen Asset Management Inc.
1735 Market Street, 32nd Floor,
Philadelphia, PA 19103
Birth Year: 1958
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Vice President
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Since 2012
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Mr. Young has been a member of the Executive Management Committee of Aberdeen Asset Management PLC since 1991. He has been Managing Director of Aberdeen Asset Management Asia
Limited since 1991.
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Kasey Deja*
Aberdeen Asset Management Inc.
1735 Market Street, 32nd Floor,
Philadelphia, PA 19103
Birth Year: 1979
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Assistant Secretary
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Since 2012
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Currently, Senior Product Manager within Product Management for AAMI. Ms. Deja joined Aberdeen in 2005 as an Analyst in Investment Operations and transferred to the U.S.
Transitions Team in 2007. In 2009, she became Manager of the U.S. Transitions Team and transferred to her current role in 2011.
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Name, Address and Age
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Position(s) Held with Fund
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Term of Office and
Length of Time Served
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Principal Occupation
During Past 5 Years
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Sharon Ferrari*
c/o Aberdeen Asset Management Inc.
Attn: US Legal
1735 Market Street, 32nd Floor,
Philadelphia, PA
19103
Year of Birth: 1977
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Assistant Treasurer
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Since 2013
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Currently, Senior Fund Administration Manager for AAMI. Ms. Ferrari joined AAMI as a Senior Fund Administrator in 2008. Prior to joining AAMI, Ms. Ferrari was an Accounting
Analyst at Delaware Investments.
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Sofia Rosala*
c/o Aberdeen Asset Management Inc.
Attn: US Legal
1735 Market Street, 32nd Floor,
Philadelphia, PA
19103
Year of Birth: 1974
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Vice President-Deputy Chief Compliance Officer
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Since 2013
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Currently U.S. Counsel / Deputy Fund CCO. She joined Aberdeen in 2012. Prior to joining Aberdeen, she worked as an Associate for Morgan, Lewis and Bockius and as Corporate Counsel
and Vice President at SEI Investments Company.
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*
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Messrs. Goodson, Cotton, Lim, Marshall, Pittard and Young and Mses. Sitar, Melia, Kennedy, Nichols, Deja, Ferrari, and Rosala hold officer position(s) in one or more of
the following: Aberdeen Asia-Pacific Income Fund, Inc., Aberdeen Global Income Fund, Inc., Aberdeen Australia Equity Fund, Inc., Aberdeen Chile Fund, Inc., Aberdeen Emerging Markets Smaller Company Opportunities Fund, Inc., Aberdeen Israel Fund,
Inc., Aberdeen Indonesia Fund, Inc., Aberdeen Latin America Equity Fund, Inc., Aberdeen Singapore Fund, Inc., The India Fund, Inc., The Asia Tigers Fund, Inc., The Japan Equity Fund, Inc., Aberdeen Greater China Fund, Inc., Aberdeen Funds, Aberdeen
Investment Funds, and Aberdeen Global Select Opportunities Fund, Inc. each of which may also be deemed to be a part of the same Fund Complex.
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**
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Mr. Young serves as an Interested Director on the Aberdeen Australia Equity Fund, Inc. and The India Fund, Inc. which have a common Investment Manager and/or
Investment Adviser with the Fund, or an investment adviser that is affiliated with the Investment Manager and Investment Adviser with the Fund, and may thus be deemed to be part of the same Fund Complex as the Fund.
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Audit Committee
The Funds Audit Committee is composed entirely of Directors who are not interested persons of the Fund, AAMAL or its affiliates within the meaning of the 1940 Act and who are
independent as defined in the NYSE listing standards. Currently, Mr. Salacuse is the Chairman and Messrs. Becker, Gelb and Rubio are members of the Audit Committee. The Audit Committee convened 5 times during the fiscal year
ended October 31, 2013. The principal functions of the Audit Committee are to appoint and retain the Funds independent registered public accounting firm, to review with the independent registered public accounting firm the scope,
performance and anticipated cost of their audit and to receive and consider a report from the independent registered public accounting firm concerning their conduct of the audit, including the form of the opinion proposed to be rendered and any
comments or recommendations the independent registered public accounting firm might want to make in that connection. The Board has determined that Mr. Becker is an audit committee financial expert, as defined in Section 401(h)
of Regulation S-K. The Fund adopted an Audit Committee Charter in February 2000, which was most recently amended in May 2013. The Audit Committee Charter states that no member of the Committee may serve on the audit committees of more than
three public companies, including the Fund, unless the Board of Directors determines that such simultaneous service would not impair the ability of such member to
12
serve on the Committee effectively. The Board of Directors has determined that the service by Messrs. Becker, Gelb and Salacuse on the audit committees of more than two other public companies
does not impair each of their ability to serve effectively on the Funds Audit Committee. The Funds amended and restated Audit Committee Charter is attached hereto as Appendix A.
The members of the Audit Committee are not professionally engaged in the practice of auditing or accounting and are not employed by the Fund
for accounting, financial management or internal control. Moreover, the Audit Committee relies on and makes no independent verification of the facts presented to it or representations made by management or the independent registered public
accounting firm. Accordingly, the Audit Committees oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principles and policies, or internal controls and
procedures, designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committees considerations and discussions referred to above do not provide assurance that the audit of the
Funds financial statements has been carried out in accordance with generally accepted auditing standards or that the financial statements are presented in accordance with generally accepted accounting principles.
Pursuant to the Funds Audit Committee Pre-Approval Policy, the Audit Committee pre-approved all audit and non-audit services provided
by PricewaterhouseCoopers LLP (PwC), the Funds independent registered public accounting firm, to the Fund in 2013. As set forth in the Audit Committee Pre-Approval Policies, the Audit Committee has authorized the Chairman of the
Audit Committee to pre-approve certain services to be performed by PwC, as necessary, between audit committee meetings which would then be presented to the full Audit Committee at its next regularly scheduled meeting. A representative of PwC will be
available during the Meeting to answer appropriate questions and will have an opportunity to make a statement if he or she chooses to do so.
Nominating Committee
The
Nominating Committee is composed entirely of Directors who are not interested persons of the Fund, AAMAL or its affiliates within the meaning of the 1940 Act and who are independent as defined in the NYSE listing standards.
Currently, Mr. Salacuse is the Chairman and Messrs. Becker, Gelb and Rubio are members of the Nominating Committee. This Committee convened 1 time during the fiscal year ended October 31, 2013. The principal function of the Nominating
Committee is to select and nominate persons for election as Directors of the Fund. The Funds Nominating Committee Charter was attached as Appendix A to the Proxy Statement filed by the Fund on February 15, 2013.
The Nominating Committee identifies potential nominees through its network of contacts. While the Nominating Committee meets to discuss and
consider such candidates qualifications and then chooses a candidate by majority vote, the Nominating Committee does not have specific, minimum qualifications for nominees and has not established specific qualities or skills that it regards as
necessary for one or more of the Funds Directors to possess (other than any qualities or skills that may be required by applicable law, regulation or listing standard).
In identifying and evaluating nominees, the Nominating Committee considers factors it deems relevant which include: whether or not the person is an interested person as defined in the 1940 Act
and whether the person is otherwise qualified under applicable laws and regulations to serve on the Board of
13
Directors of the Fund; whether or not the person has any relationship that might impair his or her independence, such as any business, financial or family relationships with Fund management, the
investment manager of the Fund, Fund service providers or their affiliates; whether or not the person serves on boards of, or is otherwise affiliated with, competing organizations or funds; and the character and integrity of the person and the
contribution which the person can make to the Board. The Nominating Committee does not have a formal diversity policy, but may also consider diversity of professional experience, education and skills when evaluating potential nominees. The
Nominating Committee will accept nominations for the office of Director made by Stockholders. Stockholders who wish to recommend a nominee should send nominations to the Secretary of the Fund which include biographical information and set forth the
qualifications of the proposed nominee. There are no differences in the manner in which the Nominating Committee evaluates nominees based on whether such nominees are recommended by a Stockholder.
The Fund does not pay a fee to any third party or parties to identify or evaluate or assist in identifying or evaluating potential nominees.
The Nominating Committee did not receive a recommended nominee from a Stockholder who beneficially owned, or a group of Stockholders who beneficially owned, more than 5% of the Funds shares for at least one year as of the date the
recommendation was made.
Board Meetings
During the fiscal year ended October 31, 2013, the Board of Directors held 4 regular meetings and 1 special meeting. Each Director attended at least 75% of the meetings of the Board or the
committee(s) of the Board on which he served.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the 1934 Act and Section 30(h) of the 1940 Act in combination require the Funds Directors and officers,
persons who own more than ten percent of the Funds common stock, and AAMAL and its directors and officers, to file reports of ownership and changes in ownership of the Funds securities with the SEC and the NYSE. These persons and
entities are required by SEC regulation to furnish the Fund with copies of all such forms they file.
Based solely on a review of
those forms furnished to the Fund, and except as provided in the following sentence, the Fund believes that the Funds Directors and Officers, and AAMAL and its directors and officers, have complied with applicable filing requirements during
the fiscal year ended October 31, 2013.
Based solely on a review of those forms furnished to the Fund, the Fund believes
that the Funds Directors and Officers, and AAMAL and its directors and officers, complied with applicable filing requirements during the fiscal year ended October 31, 2013 in a timely manner, except that a Form 5 report was filed on
January 13, 2014 by Mr. Leslie H. Gelb, a Director of the Fund, reflecting a purchase of shares of common stock on July 31, 2013.
Report of the Audit Committee
The Audit Committee reports that it has:
(i) reviewed and discussed the Funds audited financial statements for the fiscal year ended October 31, 2013 with management; and (ii) discussed with PricewaterhouseCoopers LLP (PwC), the Funds independent
registered public accounting firm, the
14
matters required to be discussed by Statement on Auditing Standards No. 61 (SAS 61). SAS 61 requires the independent registered public accounting firm to communicate to the Audit
Committee matters including, if applicable: (i) methods used to account for significant unusual transactions; (ii) the effect of significant accounting policies in controversial or emerging areas for which there is a lack of authoritative
guidance or consensus; (iii) the process used by management in formulating particularly sensitive accounting estimates and the basis for the auditors conclusions regarding the reasonableness of those estimates; and (iv) disagreements
with management over the application of accounting principles and certain other matters.
The Audit Committee also reports that
it previously received written confirmation from PwC that it is independent and written disclosures regarding such independence as required by the Public Company Accounting Oversight Board Rule 3526 and discussed with PwC the independent registered
public accounting firms independence. In addition, the Audit Committee has reviewed the aggregate fees billed by PwC for professional services rendered to the Fund and for non-audit services provided to: Aberdeen Asset Management Asia Limited
(AAMAL), the Funds investment manager, and any entity controlling, controlled by or under common control with AAMAL that provided services to the Fund. As part of this review, the Committee considered, in addition to other
practices and requirements relating to selection of the Funds independent registered public accounting firm, whether the provision of such non-audit services was compatible with maintaining the independence of PwC.
Based on the foregoing review and discussions, the Audit Committee presents this report to the Board of Directors and recommends that the
Funds audited financial statements be included in the Funds annual report to stockholders for the fiscal year ended October 31, 2013 and filed with the Securities and Exchange Commission.
Submitted by the Audit Committee of the Funds Board of Directors
Lawrence K. Becker
Leslie H. Gelb
Luis
F. Rubio
Jeswald W. Salacuse
December 23, 2013
Required Vote
Directors are elected by a plurality of all the votes cast by the holders of shares of common stock of the Fund present in person or
represented by proxy at a meeting with a quorum present. A plurality of the votes cast means the candidate must receive more votes than any other candidate for the same position, but not necessarily a majority of the votes cast. For
purposes of the election of Directors, abstentions and broker non-votes will not be considered votes cast, and do not affect the plurality vote required for Directors.
Please note that unless otherwise instructed, the proxies will vote FOR the nominees for Directors.
The Directors, including the Independent Directors, recommend that Stockholders vote FOR the nominees for Directors.
15
ADDITIONAL INFORMATION
Service Providers
AAMAL currently serves as the Funds investment
manager. The address of AAMAL is 21 Church Street, #01-01, Capital Square Two, Singapore 049480. AAMAL is a wholly-owned subsidiary of Aberdeen Asset Management PLC.
Aberdeen Asset Management Inc. currently serves as the Funds administrator. The address of Aberdeen Asset
Management Inc. is 1735 Market Street, 32
nd
Floor, Philadelphia,
PA 19103. Aberdeen Asset Management Inc. is a wholly-owned subsidiary of Aberdeen Asset Management PLC.
Aberdeen Asset
Management Inc. subcontracts certain of its responsibilities as administrator to State Street Bank and Trust Company. The address of State Street Bank and Trust Company is One Heritage Drive, North Quincy, MA 02171.
Independent Registered Public Accounting Firm
The Funds Audit Committee has adopted written policies relating to the pre-approval of the audit and non-audit services performed by the Funds independent registered public accounting firm.
Unless a type of service to be provided by the independent registered public accounting firm has received general pre-approval, it requires specific pre-approval by the Audit Committee. Under the policies, on an annual basis, the Funds Audit
Committee reviews and pre-approves the services to be provided by the independent registered public accounting firm. In addition, the Audit Committee pre-approves any permitted non-audit services to be provided by the independent registered public
accounting firm to AAMAL or any entity controlling, controlled by, or under common control with AAMAL if such services relate directly to the operations and financial reporting of the Fund. As set forth in the Audit Committee Pre-Approval Policies,
the Audit Committee has authorized the Chairman of the Audit Committee to pre-approve certain services to be performed by PwC, as necessary, between audit committee meetings which would then be presented to the full Audit Committee at its next
regularly scheduled meeting.
Audit Fees
. The aggregate fees paid to PwC in connection with the annual audit of the
Funds financial statements and for services normally provided by PwC in connection with the statutory and regulatory filings of the Fund for the fiscal years ended October 31, 2012 and October 31, 2013 were $82,555 and $82,555,
respectively, including out-of-pocket expenses.
Audit-Related Fees
. The aggregate fees paid to PwC in connection with
assurance and related services reasonably related to the annual audit of the Fund and for review of the Funds financial statements, other than the Audit Fees described above, for the fiscal years ended October 31, 2012 and
October 31, 2013 were $0 and $5,000, respectively.
Tax Fees
. The aggregate fees paid for domestic and international
tax-related services, including tax compliance, tax advice and tax planning, rendered by PwC to the Fund for the fiscal years ended October 31, 2012 and October 31, 2013 were $48,695 and $16,195, respectively.
All Other Fees
. The aggregate fees billed for all other non-audit services rendered by PwC to the Fund for the fiscal years ended
October 31, 2012 and October 31, 2013 were $0 and $0, respectively.
16
The aggregate non-audit fees billed by PwC for services rendered to the Fund, AAMAL, and any
entity controlling, controlled by or under common control with the Fund or AAMAL that provided ongoing services to the Fund for the fiscal years ended October 31, 2012 and October 31, 2013 were $2,234,410 and $845,290, respectively. The
Audit Committee has determined that the provision of non-audit services is compatible with maintaining the independence of PwC.
None of the services described above, provided in the fiscal year ended October 31, 2013, were approved pursuant to the
de
minimis
exception provided in Rule 2-01(c)(7)(i)(C) of Regulation S-X promulgated by the SEC.
Other Business
The Funds Board of Directors does not know of any other matter that may come before the Meeting. If any other matter properly comes
before the Meeting, it is the intention of the persons named in the proxy to vote the proxies in accordance with their judgment on that matter.
Stockholder Proposals
All proposals by Stockholders of the Fund that are intended to be presented at the Funds next Annual Meeting of Stockholders, to be held in 2015, must be received by the Fund (addressed to The Asia
Tigers Fund, Inc., 1735 Market Street, 32
nd
Floor, Philadelphia,
PA 19103) for inclusion in the Funds proxy statement and proxy relating to that meeting no later than October 17, 2014. Any Stockholder who desires to bring a proposal for consideration at the Funds year 2015 Annual Meeting of
Stockholders without including such proposal in the Funds proxy statement must deliver written notice thereof to the Secretary or Assistant Secretary of the Fund (addressed to The Asia Tigers Fund, Inc., 1735 Market Street, 32
nd
Floor, Philadelphia, PA 19103) during the period from
November 27, 2014 to December 27, 2014. However, if the Funds 2015 Annual Meeting of Stockholders is held earlier than February 25, 2015 or later than May 26, 2015, such written notice must be delivered to the Secretary of
the Fund no earlier than 120 days before the date of the 2015 Annual Meeting of Stockholders and no later than the later of 90 days before the date of the 2015 Annual Meeting of Stockholders or 10 days following the public announcement of the
date of the 2015 Annual Meeting of Stockholders.
Any Stockholder proposal, including any accompanying supporting statement, may
not exceed 500 words. A Stockholder desiring to submit a proposal must be a record or beneficial owner of shares with a market value of $2,000 and must have held such shares for at least one year. Further, the Stockholder must continue to hold
such shares through the date on which the Annual Meeting is held. Documentary support regarding the foregoing must be provided along with the proposal. There are additional requirements regarding proposals of Stockholders, and a Stockholder
contemplating submission of a proposal is referred to
Rule 14a-8
promulgated under the 1934 Act and Section 4(b) of the
By-Laws
of the Fund. The timely
submission of a proposal does not guarantee its inclusion in a Funds proxy materials.
Stockholder Communications with the Board of
Directors
The Fund has adopted procedures by which Fund Stockholders may send communications to the Board of Directors.
Stockholders may mail written communications to the Board of Directors to the attention of the
17
Board of Directors of The Asia Tigers Fund, Inc., c/o the Funds Chief Legal Officer, 1735 Market Street, 32
nd
Floor, Philadelphia, PA, 19103. Stockholder communications must (i) be in writing and be signed by the
Stockholder and (ii) identify the number of shares held by the Stockholder. The Chief Legal Officer of the Fund is responsible for reviewing properly submitted Stockholder communications. The Chief Legal Officer shall either (i) provide a
copy of each properly submitted Stockholder communication to the Board of Directors at its next regularly scheduled board meeting or (ii) if the Chief Legal Officer determines that the communication requires more immediate attention, forward
the communication to the Directors promptly after receipt. The Chief Legal Officer may, in good faith, determine that a Stockholder communication should not be provided to the Board because it does not reasonably relate to the Fund or its
operations, management, activities, policies, service providers, Board, officers, Stockholders or other matters relating to an investment in the Fund or is otherwise ministerial in nature. These procedures shall not apply to (i) any
communication from an officer or Director of the Fund, (ii) any communication from an employee or agent of the Fund, unless such communication is made solely in such employees or agents capacity as a Stockholder of the Fund, or
(iii) any Stockholder proposal submitted pursuant to Rule 14a-8 under the 1934 Act, as amended, or any communication made in connection with such a proposal.
The Fund does not have a formal policy regarding attendance by Directors at Annual Meetings of Stockholders.
Expenses of Proxy Solicitation
The costs of preparing, printing, assembling
and mailing material in connection with this solicitation of proxies will be borne by the Fund, even if the proposal is not successful, as will all of the other costs in connection with the Meeting.
Proxies may also be solicited personally by Directors and officers of the Fund and by regular employees of AAMAL, its respective affiliates or other representatives of the Fund, and may be accomplished
by telephone in addition to the use of mails.
Brokerage houses, banks and other fiduciaries may be requested to forward proxy solicitation material to their principals to obtain
authorization for the execution of proxies, and they will be reimbursed by the Fund for out-of-pocket expenses so incurred.
In
addition, Georgeson Inc. (Georgeson), a proxy solicitation firm, has been retained to assist in the solicitation of the proxy vote. It is anticipated that Georgeson will be paid an amount estimated at $5,500 plus reasonable out-of-pocket
expenses. Therefore, expenses of the Meeting will include costs of (i) preparing, assembling and mailing material in connection with the solicitation, (ii) soliciting proxies by officers or employees, personally or by telephone or
telegraph, (iii) reimbursing brokerage houses, banks and other fiduciaries and (iv) compensating the proxy solicitor.
Georgeson may call Stockholders to ask if they would be willing to have their votes recorded by telephone. The telephone voting procedure is
designed to authenticate Stockholders identities, to allow Stockholders to authorize the voting of their shares in accordance with their instructions and to confirm that their instructions have been recorded properly. A Stockholder voting by
telephone would be asked for his or her social security number or other identifying information and would be given an opportunity to authorize proxies to vote his or her shares in accordance with his or her instructions. To ensure that the
Stockholders instructions have been recorded correctly, he or she will receive a confirmation of such instructions in the
18
mail. The confirmation is a replica of the proxy card but with marks indicating how the Stockholder voted, along with a special toll-free number which will be available in the event the
Stockholder wishes to change or revoke the vote. Although a Stockholders vote may be taken by telephone, each Stockholder will receive a copy of this proxy statement and may vote by mailing the enclosed proxy card. If you have any questions or
need assistance in voting, please contact Georgeson at its toll-free number, 1-877-847-1383.
Please vote promptly by signing and dating the enclosed proxy card and returning it in the accompanying postage-paid return envelope or by following the instructions on the enclosed proxy card for
voting by telephone or over the Internet.
February 14, 2014
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Appendix A
THE ASIA TIGERS FUND, INC.
THE INDIA FUND, INC.
AUDIT COMMITTEE CHARTER
December 18, 2003, as amended on
November 8, 2005, October 27, 2009,
July 27, 2010 and May 7, 2013
This charter sets forth the purpose, authority and responsibilities of the Audit
Committee of the Board of Directors (the Board) of each 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.
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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 the Committee of the Funds shall be counted
as service on a single audit committee and 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.
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Duties and Powers and of the Committee
The duties and powers of the Committee include, but are not limited to, the following:
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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;
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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;
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set the compensation of the independent auditors, such amount to be paid by the Fund;
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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;
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to the extent required by applicable law, pre-approve: (i) all audit and permissible non-audit services
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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.
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The Committee shall not approve non-audit services that the Committee believes may impair the independence of the independent auditors. As of the date of the approval of
this Audit Committee Charter, permissible non-audit services include any professional services (including tax services), that are not prohibited services as described below, provided to the Fund by the independent auditors, other than those provided
to the Fund in connection with an audit or a review of the financial statements of the Fund. Permissible non-audit services may
not
include: (i) bookkeeping or other services related to the accounting records or financial statements of
the Fund; (ii) financial information systems design and implementation; (iii) appraisal or valuation services, providing fairness opinions or preparing contribution-in-kind reports; (iv) actuarial services; (v) internal audit
outsourcing services; (vi) management functions; (vii) human resources; (viii) broker or dealer, investment adviser or investment banking services; (ix) legal services; (x) expert services unrelated to the audit; and
(xi) any other service the Public Company Accounting Oversight Board (PCAOB) determines, by regulation, is impermissible.
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Pre-approval by the Committee of any permissible non-audit services is not required so long as: (i) the aggregate amount of all such permissible non-audit services
provided to the Fund, the Adviser and any service providers controlling, controlled by or under common control with the Adviser that provide ongoing services to the Fund (Covered Service Providers) constitutes not more than 5% of the
total amount of revenues paid to the independent auditors during the fiscal year in which the permissible non-audit services are provided to (a) the Fund, (b) the Adviser and (c) any entity controlling, controlled by or under common
control with the Adviser that provides ongoing services to the Fund during the fiscal year in which the services are provided that would have to be approved by the Committee; (ii) the permissible non-audit services were not recognized by the
Fund at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the Committee and approved by the Committee (or its delegate(s)) prior to the completion of the audit.
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Pursuant to the Funds Audit Committee Pre-Approval Policies, as amended on November 29, 2005, individual tax or audit-related services that fall within certain
enumerated categories and are not presented to the Committee as part of the annual pre-approval process may be pre-approved, if deemed consistent with the independent auditors independence, by the Chairman (or any other Committee member who is
a disinterested director under the Investment Company Act of 1940, as amended, to whom this responsibility has been delegated) so long as the estimated fee for the services does not exceed $75,000. Any such pre-approval shall be reported to the full
Committee at its next regularly scheduled meeting.
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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;
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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 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).
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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;
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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;
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at least annually, inquire of the independent auditors whether the Funds financial statements have been selected by the PCAOB for inspection. To the
extent the Fund has been selected, the Committee should discuss with the independent auditors any areas of the Funds financial statements, internal controls and the audits thereof that are under review and whether any concerns have been raised
regarding the Funds financial statements, internal controls and the
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audits thereof. The Committee shall be apprised on a real time basis of any material developments in connection with this inspection. Finally, following the issuance by the PCAOB of
any inspection reports relating to the independent registered public accountants, such firm shall discuss with the Committee any findings included in the report (whether the public or private portions of the report) to the extent relevant to the
Fund;
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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;
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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;
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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;
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review and evaluate the qualifications, performance and independence of the lead partner of the Funds independent auditors and confirm that the
independent auditors have ensured the appropriate rotation of the lead partner pursuant to applicable regulations;
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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;
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resolve any disagreements between the Funds management and independent auditors concerning the Funds financial reporting;
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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;
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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;
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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;
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discuss the Funds earnings press releases, financial information and earnings guidance provided to analysts and ratings agencies, if any;
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review policies with respect to risk assessment and risk management;
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review hiring policies for employees or former employees of the Funds independent auditors;
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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
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review such other matters as may be appropriately delegated to the Committee by the Board.
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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 to the Board for approval. The Committee shall conduct such evaluations and reviews in such
manner as it deems appropriate in its judgment.
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EVERY STOCKHOLDERS VOTE IS IMPORTANT
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EASY VOTING OPTIONS:
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VOTE ON THE INTERNET
Log on to:
www.proxy-direct.com
or scan the QR code
Follow
the on-screen instructions
available 24 hours
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VOTE BY PHONE
Call 1-800-337-3503
Follow the recorded instructions
available 24 hours
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VOTE BY MAIL
Vote, sign and date this Proxy
Card and return in the
postage-paid envelope
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VOTE IN PERSON
Attend Stockholder Meeting
712 Fifth Avenue, 49
th
Floor
(entrance on 56th Street)
New York, NY 10019
on March
27, 2014
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Please detach at perforation before mailing.
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PROXY
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THE ASIA TIGERS FUND, INC.
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 27, 2014
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PROXY
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THIS PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS.
The undersigned Stockholder(s) of The Asia Tigers
Fund, Inc., revoking previous proxies, hereby appoints Alan Goodson, Megan Kennedy, and Kasey Deja or any one of them true and lawful attorneys with power of substitution of each, to vote all shares of The Asia Tigers Fund, Inc. which the
undersigned is entitled to vote, at the Annual Meeting of Stockholders to be held on March 27, 2014, at 9:30 a.m. New York time, at the offices of Aberdeen Asset Management Inc., 712 Fifth Avenue, 49th Floor (entrance on 56th Street), New York, New
York 10019, and at any adjournment or postponement thereof as indicated on the reverse side.
In their discretion, the proxy
holders named above are authorized to vote upon such other matters as may properly come before the meeting or any adjournment or postponement thereof.
Receipt of the Notice of the Annual Meeting and the accompanying Proxy Statement is hereby acknowledged. If this Proxy is executed but no instructions are given, the votes entitled to be cast by the undersigned
will be cast FOR the nominees for director (Proposal 1).
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VOTE VIA THE INTERNET: www.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-800-337-3503
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Note
: Please sign exactly as your name(s)
appear(s) on this Proxy. Joint owners should each sign personally. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the
signature.
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Signature and Title, if applicable
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Signature (if held jointly)
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Date
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GRR_25345_011614
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PLEASE SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
EVERY STOCKHOLDERS VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the
The Asia Tigers Fund, Inc.
Stockholders Meeting to Be Held on March 27, 2014, at 9:30 a.m. (New York time)
The Proxy Statement for this meeting is available at:
http://www.aberdeenGRR.com
IF YOU VOTE ON THE INTERNET OR BY TELEPHONE,
YOU NEED NOT RETURN THIS PROXY CARD
Please detach at perforation before mailing.
In their discretion, the proxy holders are authorized to vote upon the matters set forth in the Notice of Meeting and Proxy Statement
dated February 14, 2014 and upon all other such matters as may properly come before the meeting or any adjournment or postponement thereof.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE NOMINEES FOR DIRECTOR IN PROPOSAL 1.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR
BLACK INK. Example:
n
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1. To elect two Class I Directors to the Board of Directors to serve until the 2017 Annual Meeting of
Stockholders.
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FOR
ALL
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WITHHOLD
ALL
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FOR ALL
EXCEPT
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01 Leslie H.
Gelb 02 Luis F. Rubio
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¨
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¨
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¨
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INSTRUCTIONS:
To withhold authority to vote for any individual
nominee(s), mark the box FOR ALL EXCEPT and write the nominees number on the line provided below.
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2. To transact such other business as may properly come before the Annual Meeting.
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PLEASE SIGN AND DATE ON THE REVERSE SIDE
GRR_25345_011614
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