Edgar Filing: INDIA FUND INC

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 22, 2004

Securities Act File No. 33-
Investment Company Act File No. 811-8266
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. [ ]
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 5 [X]
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THE INDIA FUND, INC.
(Exact Name of Registrant as Specified In Charter)
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200 Park Avenue, 24th Floor, New York, New York 10166
(Address of Principal Executive Offices)
(800) 421-4777
(Registrant's Telephone Number, including Area Code)
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Bryan McKigney
The India Fund, Inc.
200 Park Avenue, 24th Floor
New York, New York 10166
(Name and Address of Agent for Service)
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COPIES TO:
Cynthia G. Cobden, Esq. Frank P. Bruno, Esq.
Simpson Thacher & Bartlett LLP Sidley Austin Brown & Wood LLP
425 Lexington Avenue 787 Seventh Avenue
New York, New York 10017 New York, New York 10019
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APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practicable
after the effective date of this Registration Statement.

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If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the U.S.
Securities Act of 1933, as amended (the "Securities Act"), other than securities
offered only in connection with dividend or interest reinvestment plans, check
the following box. [ ]

It is proposed that this filing will become effective (check
appropriate box)

[X] when declared effective pursuant to section 8(c).

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CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF BEING OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES BEING REGISTERED REGISTERED(1) PER UNIT(1) OFFERING PRICE(1) FEE(2)
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Common Stock (par value $.001 per share) 9,709,513 shares $19.00 $184,480,747 $23,374
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(1) Estimated solely for the purpose of calculating the registration fee.

(2) The registration fee for the securities offered hereby has been calculated
under Rule 457(c) of the Securities Act.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.

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THE INDIA FUND, INC.

CROSS-REFERENCE SHEET
PARTS A AND B OF PROSPECTUS*

ITEMS IN PARTS A AND B OF FORM N-2 LOCATION IN PROSPECTUS
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Item 1. Outside Front Cover......................... Cover of Prospectus

Item 2. Cover Pages; Other Offering Information..... Cover of Prospectus

Item 3. Fee Table and Synopsis...................... Summary of Expenses

Item 4. Financial Highlights........................ Financial Highlights

Item 5. Plan of Distribution........................ Not Applicable

Item 6. Selling Shareholders........................ Not Applicable

Item 7. Use of Proceeds............................. The Offer; Use of Proceeds; Investment Objective and Policies;
Additional Investment Activities

Item 8. General Description of the Registrant....... Cover of Prospectus; The Fund; Investment Objective and Policies;
Additional Investment Activities; Semi-Annual Repurchases of
Securities; Investment Restrictions; Risk Factors; Description of
Capital Stock; Net Asset Value; Financial Statements

Item 9. Management.................................. Management of the Fund; Investment Management and Other Services;
Description of Capital Stock; Enforceability of Civil
Liabilities; Custodians, Transfer Agent, Dividend Paying Agent
and Registrar

Item 10. Capital Stock, Long-Term Debt, and Other
Securities.............................. Dividends and Distributions; Dividend Reinvestment and Cash
Purchase Plan; Taxation; Description of Capital Stock; Risk
Factors

Item 11. Defaults and Arrears on Senior Securities... Not Applicable

Item 12. Legal Proceedings........................... Not Applicable

Item 13. Table of Contents of the Statement of Table of Contents of the Statement of Additional
Additional Information.................. Information

Item 14. Cover Page.................................. Cover Page of the Statement of Additional
Information

Item 15. Table of Contents........................... Table of Contents of the Statement of Additional
Information

Item 16. General Information and History............. Not Applicable

Item 17. Investment Objective and Policies........... Investment Objective and Policies; Additional Investment
Activities; Investment Restrictions; Portfolio Transactions

Item 18. Management.................................. Management of the Fund; Investment Management and Other Services;
Custodians, Transfer Agent, Dividend Paying Agent and Registrar;
Statement of Additional Information

Item 19. Control Persons and Principal Holders of
Securities.............................. Control Persons and Principal Holders of Securities; Management
of the Fund

Item 20. Investment Advisory and Other Services...... Investment Management and Other Services; Custodians, Transfer
Agent, Dividend Paying Agent and Registrar; Experts

Item 21. Brokerage Allocation and Other Practices.... Portfolio Transactions

Item 22. Tax Status.................................. Dividends and Distributions; Dividend Reinvestment and Cash
Purchase Plan; Taxation

Item 23. Financial Statements........................ Financial Statements

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* All information required to be set forth in "Part B: Statement of
Additional Information" has been included in "Part A: The Prospectus,"
except for the Fund's proxy voting policies and procedures, which are
required to be disclosed pursuant to Item 18 of Form N-2 and which are
included in the Statement of Additional Information. All items required to
be set forth in "Part C: Other Information" are set forth in Part C.

SUBJECT TO COMPLETION, DATED JUNE 22, 2004

PRELIMINARY PROSPECTUS

THE INDIA FUND, INC.

7,767,610 SHARES OF COMMON STOCK
ISSUABLE UPON EXERCISE OF NON-TRANSFERABLE
RIGHTS TO SUBSCRIBE FOR SHARES OF COMMON STOCK

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.

The India Fund, Inc. (the "Fund") is offering to its common
stockholders of record as of , 2004 non-transferable rights. These rights will
allow you to subscribe for one share of common stock for each three rights held.
You will receive one right for each whole share of common stock that you hold of
record as of , 2004 rounded to the nearest number of rights evenly divisible by
three. The rights will not be listed for trading on the New York Stock Exchange
(the "NYSE") or any other exchange. The subscription price will be 95% of the
net asset value per share as of the close of business on the expiration date of
the offer.

THE OFFER WILL EXPIRE AT 5:00 P.M., EASTERN STANDARD TIME, ON , 2004,
UNLESS EXTENDED. The Fund announced the offer after the close of business on the
NYSE on May 24, 2004. The net asset value per share at the close of business on
May 21, 2004 and , 2004 was $20.82 and $ , respectively. The last reported sale
price of a share of common stock on the NYSE on May 24, 2004 and , 2004 was
$22.05 and $ , respectively. Because the expiration date and the date upon which
the price of the rights will be determined will be the same date, stockholders
who exercise their rights will not know the purchase price of the shares when
they make their investment decision. Once you subscribe for shares and the Fund
receives payment or a guarantee of payment, you will not be able to change your
decision. If the market price of the Fund's common stock is below 95% of the net
asset value per share, it may not be in your interest to participate in this
offering.

The Fund is a closed-end investment company whose shares of common
stock are listed and traded on the NYSE under the symbol "IFN" and whose primary
investment goal is long-term capital appreciation by investing primarily in
Indian equity securities. The Fund operates under an interval fund structure
pursuant to which it conducts semi-annual repurchase offers for between 5% and
25% of the Fund's outstanding common stock at prices equal to the net asset
value of the Fund as of a specified date after the repurchase request deadline,
with payment for tendered shares being distributed within one week thereafter.
See "Semi-Annual Repurchases of Securities" and "Risk Factors--Risks Related to
the Fund's Operations--The Fund's 'interval fund' structure involves certain
risks and special considerations not typically associated with other closed-end
funds" in this prospectus.

INVESTMENT IN THE FUND INVOLVES CERTAIN SPECIAL CONSIDERATIONS AND
RISKS ARISING IN PART FROM THE FUND'S INVESTMENT IN SECURITIES OF INDIAN
COMPANIES, WHICH ARE NOT INVOLVED IN INVESTMENTS IN SECURITIES OF U.S. COMPANIES
OR CERTAIN OTHER NON-U.S. ISSUERS. THE FUND MAY ALSO INVEST IN DEBT OBLIGATIONS
THAT MAY BE RATED BELOW INVESTMENT GRADE OR IN COMPARABLE DEBT OBLIGATIONS. DEBT
OBLIGATIONS OF BELOW INVESTMENT GRADE QUALITY ARE REGARDED AS HAVING
PREDOMINATELY SPECULATIVE CHARACTERISTICS WITH RESPECT TO CAPACITY TO PAY
INTEREST AND REPAY PRINCIPAL AND ARE COMMONLY REFERRED TO AS "JUNK BONDS." THERE
ARE SPECIAL RISKS AND CONSIDERATIONS ASSOCIATED WITH INVESTING IN SUCH HIGH
YIELD/HIGH RISK DEBT OBLIGATIONS. YOU COULD LOSE SOME OR ALL OF YOUR INVESTMENT
AND YOU SHOULD CAREFULLY CONSIDER THE "RISK FACTORS" BEGINNING ON PAGE 33 OF
THIS PROSPECTUS BEFORE PARTICIPATING IN THIS OFFER.

This prospectus contains important information you should know before
investing. Please read it before you invest and keep it for future reference. A
Statement of Additional Information dated , 2004 containing additional
information about the Fund has been filed with the Securities and Exchange
Commission and legally forms a part of this prospectus. The table of contents of
the Statement of Additional Information appears on page 69 of this prospectus.
You may obtain a copy of the Statement of Additional Information without charge
by contacting the Fund at (800) 421-4777.

Stockholders who do not fully exercise their rights will own a smaller
proportional interest in the Fund. In addition, because the subscription price
will be less than the net asset value per share, the offer will result in an

immediate dilution of the net asset value per share for all stockholders. See
"Risk Factors and Special Considerations at a Glance" on page 5 of this
prospectus.

This prospectus sets forth concisely the information about the Fund
that a prospective investor ought to know before investing. Investors are
advised to read this prospectus and to retain it for future reference.

FOR INFORMATION REGARDING THE OFFER, CONTACT GEORGESON SHAREHOLDER
COMMUNICATIONS, INC., THE INFORMATION AGENT, AT (866) 297-1264.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

ESTIMATED PRICE TO ESTIMATED SALES ESTIMATED PROCEEDS
PUBLIC (1) LOAD TO THE FUND (2)(3)

Per Share..................................... None
Total......................................... None

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(1) The estimated subscription price to the public is based upon 95% of the Fund's net asset value per share on ,
2004, which is the record date for the offering.

(2) Before deduction of expenses payable to the Fund, estimated at $ .

(3) If the Fund increases the number of shares subject to subscription by 25%, the proceeds, before expenses, to
the Fund will be $ .

The Fund may increase the number of shares of common stock subject to
subscription by up to 25%, or up to an additional 1,941,903 shares, for an
aggregate total of 9,709,513 shares.

The shares will be ready for delivery on or about , 2004.

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The date of this prospectus is , 2004.

TABLE OF CONTENTS

PROSPECTUS SUMMARY.............................................................1

Summary of Expenses...........................................................11

Financial Highlights..........................................................12

The Fund......................................................................14

Investment in India...........................................................14

The Offer.....................................................................17

Use of Proceeds...............................................................25

Investment Objective and Policies.............................................25

Additional Investment Activities..............................................28

Investment Restrictions.......................................................31

Risk Factors..................................................................34

Management of the Fund........................................................44

Control Persons and Principal Holders of Securities ..........................49

Portfolio Transactions........................................................49

Semi-Annual Repurchases of Securities.........................................50

Dividends and Distributions; Dividend Reinvestment and Cash Purchase Plan ....52

Taxation......................................................................53

Net Asset Value...............................................................60

Description of Capital Stock..................................................61

Investment Management and Other Services......................................64

Custodians, Transfer Agent, Dividend Paying Agent and Registrar ..............67

Experts.......................................................................67

Legal Matters.................................................................68

Enforceability of Civil Liabilities...........................................68

Official Documents............................................................68

Additional Information........................................................68

Table of Contents of the Statement of Additional Information .................69

Financial Highlights.........................................................F-1

Appendix A: General Characteristics and Risks
of Hedging..............................................................A-1

Appendix B: The Republic of India............................................B-1

Appendix C: The Indian Securities Market.....................................C-1

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THE INFORMATION CONTAINED IN THIS PROSPECTUS SPEAKS ONLY AS OF THE DATE
OF THIS PROSPECTUS UNLESS THE INFORMATION SPECIFICALLY INDICATES THAT ANOTHER
DATE APPLIES. NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED HEREIN AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY US. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN OUR AFFAIRS SINCE THE DATE HEREOF.

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In this prospectus and except as the context otherwise requires or
indicates:

o The "Fund" means The India Fund, Inc., a Maryland corporation.

o "Advantage" or "Investment Manager" means Advantage Advisers,
Inc., a Delaware corporation.

o "Imperial" or "Country Adviser" means Imperial Investment
Advisors Private Limited, a company organized under the laws
of India.

In this prospectus, unless otherwise indicated, all references to "U.S.
dollars," "US$," "dollars" and "$" are to United States dollars, the lawful
currency of the United States of America, and all reference to "rupees" and
"Rs." are to Indian rupees. On June 16, 2004, the U.S. dollar value of the
Indian rupee was Rs. 45.331 = US$1.00, as reported in The Wall Street Journal on
June 17, 2004.

FORWARD-LOOKING STATEMENTS

Certain statements in this prospectus constitute forward-looking
statements, which involve known and unknown risks, uncertainties and other
factors that may cause the Fund's actual results or level of performance to be
materially different from any future results or level of performance expressed
or implied by such forward-looking statements. Such factors include, among
others, those listed under "Risk Factors" and elsewhere in this prospectus. As a
result of these and other factors, we cannot give you any assurances as to our
future results or level of performance, and neither we nor any other person
assumes responsibility for the accuracy and completeness of such statements. To
the extent required by law, we undertake to amend or supplement this prospectus
to reflect any material changes to us after the date of this prospectus.

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PROSPECTUS SUMMARY

YOU SHOULD READ THE ENTIRE PROSPECTUS, INCLUDING THE STATEMENT OF
ADDITIONAL INFORMATION THAT LEGALLY FORMS PART OF THIS PROSPECTUS, BEFORE YOU
DECIDE WHETHER TO EXERCISE YOUR RIGHTS. IN PARTICULAR, YOU SHOULD CAREFULLY READ
THE RISKS OF INVESTING IN THE SHARES, AS DISCUSSED UNDER "RISK FACTORS."

THE OFFER AT A GLANCE

THE OFFER

The India Fund, Inc., or the Fund, is offering to its common
stockholders of record as of , 2004 non-transferable rights. These rights
will allow you to subscribe for one share of common stock, par value $.001 per
share, for each three rights held. You will receive one right for each whole
share of common stock that you hold of record as of , 2004, rounded to the
nearest number of rights evenly divisible by three. The rights will not be
listed for trading on the NYSE or any other exchange. Rights may be exercised at
any time from , 2004 through 5:00 p.m., Eastern Standard Time, on ,
2004, unless extended. Since the expiration date is prior to the pricing date,
stockholders who exercise their rights will not know the subscription price at
the time they exercise their rights. If the market price of the Fund's common
stock is below 95% of the net asset value per share, it may not be in your
interest to participate in this offering. Once you subscribe for shares and the
Fund receives payment or a guarantee of payment, you will not be able to change
your decision. The Fund may increase the number of shares of common stock
subject to subscription by up to 25% of the shares. We refer to any such
additional shares as "additional shares." See "The Offer."

SUBSCRIPTION PRICE

The subscription price will be 95% of the net asset value per share as
of the close of business on the expiration date of the offer. See "The
Offer--Subscription Price."

OVER-SUBSCRIPTION PRIVILEGE

If you fully exercise all rights issued to you, you will be entitled to
subscribe for additional shares that were not subscribed for by other
stockholders. This is known as the "over-subscription privilege." If sufficient
shares are available, all stockholders' over-subscription requests will be
honored in full. If sufficient shares are not available to honor all requests
for over-subscription, the Fund may increase the number of shares available by
up to 25%, or 1,941,903 shares in order to satisfy over-subscription requests.
If the requests for additional shares exceed the shares available, the available
shares, including any additional shares, will be allocated pro rata among
stockholders who over-subscribe based on the number of rights originally issued
to them by the Fund. See "The Offer--Over-Subscription Privilege."

HOW TO EXERCISE RIGHTS

Rights may be exercised by stockholders who fill in and sign the
accompanying subscription certificate and mail it in the envelope provided or
deliver the completed and signed subscription certificate to the subscription
agent, together with any required payment for the shares as described below
under "The Offer--Payment for Shares." Rights may also be exercised by a
stockholder contacting his or her broker, bank or trust company, which can
arrange, on the stockholder's behalf, to guarantee delivery, by using a notice
of guaranteed delivery, of a properly completed and executed subscription
certificate and payment for the shares. The broker, bank or trust company may
charge a fee for this service. Stockholders who choose to exercise their rights
will not know at the time of exercise the subscription price for shares being
acquired and will be required initially to pay for such shares at the estimated
subscription price of $ per share. Fractional shares will not be issued.
Completed subscription certificates must be received by the subscription agent
prior to 5:00 p.m., Eastern Standard Time, on the expiration date, which is ,
2004 (unless payment is to be effected by means of a notice of guaranteed
delivery). See "The Offer--Payment for Shares."

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RIGHTS MAY NOT BE PURCHASED OR SOLD

You may not purchase or sell the rights, and they will not trade on any
exchange. If you do not exercise your rights before the conclusion of this
offer, your rights will expire without value.

RESTRICTIONS ON FOREIGN SHAREHOLDERS

The Fund will not mail subscription certificates to stockholders whose
record addresses are outside the United States. PFPC Inc. will hold the rights
to which subscription certificates relate for foreign stockholders accounts
until instructions are received to exercise the rights. If no instructions are
received prior to the expiration date, which is , 2004, the rights will
expire.

OBTAINING SUBSCRIPTION INFORMATION

If you have any questions or requests for assistance, please contact
Georgeson Shareholder Communications, Inc., the information agent, toll-free at
(866) 297-1264. You may also call your broker or nominee for information with
respect to this offer. See "The Offer--Information" and "--Subscription Agent."
Please note that the dates in the table may change if the offer is extended.

IMPORTANT DATES TO REMEMBER
EVENT DATE
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Record Date........................................................
Subscription Period................................................
Expiration Date....................................................
Pricing Date.......................................................
Subscription Certificate and Payment for Shares or Notice of
Guaranteed Delivery Due..........................................
Nominee Subscription Certificate and Payment for Shares Due for
Those Using Notice of Guaranteed Delivery
Confirmation to Participants.......................................
Final Payment for Shares...........................................

TAX CONSEQUENCES

For federal income tax purposes, neither the receipt nor the exercise
of the rights will result in taxable income to you. You will not realize a
taxable loss if your rights expire without being exercised. See "The
Offer--United States Federal Income Tax Consequences of the Offer."

USE OF PROCEEDS

We estimate the net proceeds of this offer to be approximately $ . If
the Fund increases the number of shares subject to subscription by 25%, then the
additional net proceeds of the offer will be approximately $ . These figures
assume (i) all rights are exercised in full, (ii) a subscription price of $
and (iii) payment of offering expenses of approximately $ .

The Fund anticipates that investment of the net proceeds of this offer
in accordance with the Fund's investment goal and policies may take up to six
months from their receipt by the Fund, depending on market conditions and the
availability of appropriate securities. The Fund may require up to six months
due to the Fund's need to invest substantially all of its assets in the
securities of issuers organized under the laws of a foreign jurisdiction. See
"Use of Proceeds" and "Risk Factors--Risks Related to the Fund's Operations."

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THE FUND AT A GLANCE

THE FUND

The Fund is a Maryland corporation organized on December 27, 1993 and
is a non-diversified, closed-end management investment company. As of , 2004,
the net assets of the Fund were approximately $ million.

INVESTMENT IN INDIA

The Fund's investment objective and policies reflect the Investment
Manager's opinion that economic and political developments and changes in the
last several years have well positioned India to experience a period of
significant economic growth. The Investment Manager believes that India should
continue to grow as an economic force and that investment in its securities
market offers significant potential returns. For a detailed description of India
and its securities market, see "Appendix B: The Republic of India" and "Appendix
C: The Indian Securities Market."

The Fund invests in India pursuant to the Securities and Exchange Board
of India (Foreign Institutional Investors) Regulations, 1995, which we refer to
as the "FII Regulations" and which were established by the Securities and
Exchange Board of India ("SEBI") to regulate investment by foreign institutional
investors in Indian securities. The FII Regulations allow direct investment in
Indian securities by registered foreign institutional investors or their
clients, also known as "sub-accounts". Under the FII regulations, the Fund
invests in India as a sub-account of the Investment Manager, which is registered
with SEBI as a foreign institutional investor. The Investment Manager in its
capacity as a foreign institutional investor acts on behalf of the Fund and
other approved clients. The Fund's investments are held in the Fund's name
through the Fund's custodian, Deutsche Bank AG. See "Risk Factors--Risks Related
to the Fund's Operations" and "Investment in India."

INVESTMENT OBJECTIVE AND POLICIES

The Fund's investment objective is long-term capital appreciation by
investing primarily in the equity securities of Indian companies. Under normal
market conditions, at least 80% of the Fund's total assets are invested in
equity securities of Indian companies. Equity securities include common and
preferred stock (including convertible preferred stock), American, global or
other types of depositary receipts, convertible bonds, notes and debentures,
equity interests in trusts, partnerships, joint ventures or similar enterprises
and common stock purchase warrants and rights. Most of the equity securities
purchased by the Fund are traded on an Indian or other foreign stock exchange or
over-the-counter market. However, the Fund may invest to a limited extent in
securities that are not publicly traded and in investment funds that invest
principally in securities in which the Fund is authorized to invest. The Fund
invests in such investment funds when the Investment Manager believes that such
investments may be more advantageous to the Fund than a direct market purchase
of such securities. For temporary defensive purposes, the Fund may invest
without limitation in temporary investments. No assurance can be given that the
Fund's investment objective will be realized. See "Investment Objective and
Policies" and "Risk Factors--Risks Related to the Fund's Operations."

Indian companies include companies that:

o are organized under the laws of India;

o regardless of where organized, derive at least 50% of their
revenues from goods produced or sold, investments made, or
services performed, in India, or have at least 50% of their
assets in India; or

o have securities which are traded principally on any Indian
stock exchange or in the Indian over-the-counter market.

See "Investment Objective and Policies--Portfolio Structure" for other
eligible investments.

Up to 20% of the Fund's total assets may be invested, subject to
certain restrictions, in:
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o equity securities of companies (other than companies meeting
the definition of Indian companies), regardless of where
organized, which the Investment Manager and the Country
Adviser believe derive, or will derive, at least 25% of their
revenues from business in or with India, or have at least 25%
of their assets in India;

o debt securities denominated in Indian rupees or issued or
guaranteed by an Indian company, the Government of India or an
Indian governmental entity; and

o short-term debt securities of the type described under
"Investment Objective and Policies--Temporary Investments."

See "Risk Factors--Risks Related to the Fund's Operations."

The Fund's assets may be invested in debt securities (other than
temporary investments) when the Investment Manager believes that, based upon
factors such as relative interest rate levels and foreign exchange rates, such
securities offer opportunities for long-term capital appreciation.

LISTING

The Fund's common stock is listed and traded on the NYSE under the
symbol "IFN."

DIVIDENDS AND DISTRIBUTIONS

The Fund distributes annually to holders of common stock substantially
all of its net investment income and distributes any net realized capital gains
at least annually.

Under the Fund's dividend reinvestment and cash purchase plan, all
dividends and distributions are automatically reinvested in additional shares of
common stock of the Fund unless a stockholder elects to receive cash.
Participants also have the option of making additional cash payments, annually,
to be used to acquire additional shares of common stock of the Fund in the open
market. Stockholders whose shares are held in the name of a broker or nominee
should contact such broker or nominee to confirm that they are able to
participate in the plan. See "Dividends and Distributions; Dividend Reinvestment
and Cash Purchase Plan."

SEMI-ANNUAL SHARE REPURCHASES

In April 2003, stockholders of the Fund voted to adopt an interval fund
structure, pursuant to which the Fund conducts semi-annual repurchase offers for
between 5% and 25% of the Fund's outstanding common stock. Pursuant to this
policy, the Fund has conduced two repurchase offers of up to 15% and 5%,
respectively, of its outstanding common stock. See "Semi-Annual Repurchases of
Securities."

INVESTMENT MANAGER AND COUNTRY ADVISER

The Investment Manager is Advantage Advisers, Inc., a wholly owned
subsidiary of Oppenheimer Asset Management Inc., which is an affiliate of
Oppenheimer & Co. Inc., the Fund's administrator. The Country Adviser is
Imperial Investment Advisors Private Limited, which is a 99%-owned subsidiary of
Advantage India, Inc., which is wholly owned by Oppenheimer & Co. Inc.

The Fund pays the Investment Manager a monthly fee at an annual rate of
1.10% of the Fund's average weekly net assets for its services, and the
Investment Manager pays the Country Adviser a fee to be agreed upon by the
Investment Manager and the Country Adviser from to time to time so long as such
fee does not exceed 1.10% of the Fund's average net weekly assets.

Because the Investment Manager receives fees based on net assets, it
will benefit from the increase in assets that will result from this offer.

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In connection with this offer, the Investment Manager has agreed to
lower its fee to a rate of 0.95% of the Fund's average weekly net assets on any
assets in excess of $600 million. See "Investment Management and Other
Services--Investment Manager."

The advisory fees paid by the Fund are higher than those paid by most
other investment companies that invest predominately in the securities of U.S.
companies, primarily due to the additional time and expense required of the
Investment Manager and the Country Adviser in pursuing the Fund's objective.

FUND ADMINISTRATORS

Oppenheimer & Co. Inc. serves as the Fund's administrator. The Fund
pays Oppenheimer & Co. Inc. a monthly fee at an annual rate of .20% of the
Fund's average monthly net assets for its services. Because the Fund
administrator receives fees based on net assets, it will benefit from the
increase in assets that will result from this offer. Oppenheimer & Co. Inc.
subcontracts certain of its services to PFPC Inc.

Multiconsult Ltd. serves as the Fund's Mauritius administrator. The
Fund pays Multiconsult Ltd. a monthly fee of $1,500 for its services and a
quarterly fee of $1,000 for its calculation of net asset value. The Fund also
reimburses Multiconsult Ltd. for certain additional expenses.

See "Investment Management and Other Services--Administrator" and
"--Mauritian Administrator."

CUSTODIAN, TRANSFER AGENT, DIVIDEND PAYING AGENT AND REGISTRAR

Deutsche Bank AG is custodian of the assets of the Fund. Deutsche Bank
(Mauritius) Limited acts as custodian of the cash assets of the Fund. PFPC Inc.
acts as transfer agent, dividend paying agent and registrar for the Fund.

RISK FACTORS AND SPECIAL CONSIDERATIONS AT A GLANCE

YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING FACTORS, AS WELL AS THE
OTHER INFORMATION IN THIS PROSPECTUS, BEFORE MAKING AN INVESTMENT IN THE FUND
UNDER THIS OFFER.

YOU WILL INCUR IMMEDIATE DILUTION AS A RESULT OF THIS OFFER.

If you do not exercise all of your rights, you should expect that you
will, at the completion of this offer, own a smaller proportional interest in
the Fund than you owned prior to the offer. In addition, an immediate dilution
of the net asset value per share will be experienced by all stockholders as a
result of the offer because the subscription price will be less than the net
asset value per share, and the number of shares outstanding after the offer will
have increased proportionately more than the increase in the size of the Fund's
net assets. This dilution of net asset value will disproportionately affect
stockholders who do not exercise their rights. Whether or not you exercise your
rights, you will experience a dilution of net asset value because you will
indirectly bear the expenses of this offer. If you do not submit a subscription
request pursuant to the over-subscription privilege, you may also experience
dilution in your Fund ownership if the Fund offers additional shares for
subscription. We cannot state precisely the amount of any decrease because we do
not know at this time how many shares will be subscribed for or what the net
asset value pre share will be at the pricing date. For example, assuming that
all rights are exercised and that the subscription price of $ is 5% below the
Fund's net asset value per share on , 2004, the Fund's net asset value per share
(after payment of estimated expenses) would be reduced by approximately $ per
share. As of , 2004, the Fund's net asset value per share was $ . See "The
Offer--Dilution" and "Risk Factors--Risk Relating to the Offer--You will incur
immediate dilution as a result of this offer."

YOU MAY LOSE MONEY BY INVESTING IN THE FUND, INCLUDING THE POSSIBILITY THAT YOU
MAY LOSE ALL OF YOUR INVESTMENT.

An investment in the Fund is not a deposit in a bank and is not insured
or guaranteed by the U.S. Federal Deposit Insurance Corporation or any other
governmental agency.

--------------------------------------------------------------------------------

Among the principal risks of investing in the Fund is market risk,
which is the risk that the value of your investment may fluctuate as stock
markets fluctuate.

As an investment company that primarily holds common stocks, the Fund's
portfolio is subject to the possibility that common stock prices will decline
over short or even extended periods. The Fund may remain substantially fully
invested during periods when stock prices generally rise and also during periods
when they generally decline. Risks are inherent in investments in equities, and
Fund stockholders should be able to tolerate significant fluctuations in the
value of their investment in the Fund.

In addition, the Fund may invest up to 20% of its assets in debt
securities whose value will tend to decrease as interest rates rise. Interest
rates are at historical lows and, accordingly, it is likely that they will
increase over time.

The Fund is intended to be a long-term investment vehicle and is not
designed to provide investors with a means of speculating on short-term stock
market movements. Investors should not consider the Fund a complete investment
program. See "Risk Factors--Risks Related to the Offer--You may lose money by
investing in the Fund, including the possibility that you may lose all of your
investment."

THE FUND'S "INTERVAL FUND" STRUCTURE INVOLVES CERTAIN RISKS AND SPECIAL
CONSIDERATIONS NOT TYPICALLY ASSOCIATED WITH OTHER CLOSED-END FUNDS.

In April 2003, the Fund's stockholders voted to adopt an interval fund
structure whereby the Fund conducts semi-annual repurchase offers for between 5%
and 25% of the Fund's outstanding common stock. The Fund's required semi-annual
repurchases are likely to continually decrease the overall size of the Fund
which could over time:

o harm investment performance in part by limiting the extent to
which the fund may invest in illiquid securities;

o increase the Fund's expense ratio as the Fund's assets
decrease;

o threaten the Fund's continued listing on the NYSE, and,
consequently, the liquidity of its shares; and

o jeopardize the Fund's viability and continued existence.

Moreover, there are additional risks associated with the Fund's
repurchase offers, including the risk that:

o if the repurchase offer is over-subscribed, stockholders may
be unable to liquidate all or a given percentage of their
investment at net asset value during the repurchase offer;

o due to the potential for pro-ration if the repurchase offer is
over-subscribed, some investors may tender more shares than
they wish to have repurchased in order to ensure the
repurchase of a specific number of shares;

o the repurchase offer may not eliminate any discount at which
the Fund's shares trade;

o because the Fund expects to liquidate portfolio securities in
order to fund repurchase offers, the need to sell such
securities may in turn affect the market for such securities
and accordingly diminish the value of the Fund's investments;
and

o share values may decrease as a result of currency fluctuations
between the date of tender and the repurchase pricing date.

--------------------------------------------------------------------------------

See "Risk Factors--Risks Related to the Fund's Operations-- The Fund's
'interval fund' structure involves certain risks and special considerations not
typically associated with other closed-end funds" and "Semi-Annual Repurchases
of Securities."

INVESTING IN INDIA INVOLVES CERTAIN RISKS AND SPECIAL CONSIDERATIONS NOT
TYPICALLY ASSOCIATED WITH INVESTING IN U.S. COMPANIES.

Investing in Indian equity securities involves certain risks and
special considerations not typically associated with investing in the securities
of established U.S. companies, including:

o greater political, economic and social uncertainty;

o significantly greater price volatility, substantially less
liquidity and much smaller market capitalization of securities
markets;

o less developed corporate disclosure and governance standards;

o greater difficulty in enforcing judgments;

o restrictions on foreign investment and repatriation of
capital;

o exchange control regulations;

o currency exchange rate fluctuations, which may increase the
costs associated with conversion of investment principal and
income from one currency to another;

o higher rates of inflation; and

o greater governmental involvement in the economy.

See "Risk Factors--Risks Related to the Fund's Operations."

THE EXTENT TO WHICH THE FUND INVESTS IN HIGH YIELD/HIGH RISK AND UNRATED DEBT
MAY ADVERSELY AFFECT THE FUND'S PERFORMANCE.

The Fund has not established any rating criteria for the debt
securities in which it may invest. Securities rated in medium to low rating
categories of nationally recognized statistical rating organizations and unrated
securities of comparable credit quality, or "high yield/high risk securities,"
are speculative with respect to the capacity to pay interest and repay principal
in accordance with the terms of the security and generally involve a greater
volatility of price than securities in higher-rated categories. These securities
are commonly referred to as "junk bonds." The value of Indian debt securities
held by the Fund may be expected to vary inversely in relation to fluctuations
in interest rates in India. See "Risk Factors--Risks Related to the Fund's
Operations--The extent to which the Fund invests in high yield/high risk and
unrated debt may adversely affect the Fund's performance."

THE FUND'S INVESTMENTS IN ILLIQUID SECURITIES MAY RESTRICT ITS ABILITY TO
DISPOSE OF ITS INVESTMENTS IN A TIMELY FASHION AND AT A PRICE APPROXIMATING THE
VALUE AT WHICH THE FUND CARRIES THE SECURITIES ON ITS BOOKS.

The Fund may invest up to 20% of its total assets in illiquid
securities, for which there may be no or only a limited trading market and for
which a low trading volume of a particular security may result in abrupt and
erratic price movements. The Fund may encounter substantial delays and could
incur losses in attempting to resell illiquid securities. See "Additional
Investment Activities" and "Risk Factors--Risks Related to the Fund's
Operations--The Fund's investments in illiquid securities may restrict its
ability to dispose of its investments in a timely fashion and at a price
approximating the value at which the Fund carries the securities on its books."

--------------------------------------------------------------------------------

THE CONCENTRATION OF THE FUND'S INVESTMENTS IN SPECIFIC ECONOMIC SECTORS AND
RELATED INDUSTRIES MAY EXPOSE IT TO GREATER RISK OF LOSS WITH RESPECT TO ITS
PORTFOLIO SECURITIES.

From time to time, the Fund may invest a greater proportion of its
assets in the securities of companies that are part of specific sectors and
related industries of the Indian economy. For example, at March 31, 2004, the
Fund maintained 20.3% of its total assets in the securities of Indian companies
in the petroleum sector and related industries. The Fund is therefore subject to
greater risk of loss with respect to its portfolio securities as a result of its
concentration in such sectors and related industries. See "Risk Factors--Risks
Related to the Fund's Operations--The concentration of the Fund's investments in
specific economic sectors and related industries may expose it to greater risk
of loss."

THE FUND'S ABILITY TO SUCCESSFULLY HEDGE AGAINST FINANCIAL RISKS MAY ADVERSELY
AFFECT THE FUND'S NET ASSET VALUE.

The Fund may purchase and sell options on securities, financial
futures, fixed income indices and other financial instruments, enter into
financial futures contracts, enter into interest rate transactions, enter into
currency transactions, enter into equity swaps and related transactions, enter
into securities transactions on a when-issued or delayed delivery basis, enter
into repurchase agreements, sell securities short and lend portfolio securities.
Hedging involves special risks, including possible default by the other party to
the transaction, illiquidity and, to the extent the Investment Manager's view as
to certain market movements is incorrect, the risks that the use of hedging
could result in losses greater than if they had not been used. The extent to
which the Fund can engage in such investment practices in India may be limited.
See "Additional Investment Activities," "Investment Objective and
Policies--Other Investments" "Risk Factors--Risks Related to the Fund's
Operations--The Fund's ability to successfully hedge against financial risks may
adversely affect the Fund's net asset value" and "Appendix A: General
Characteristics and Risks of Hedging."

THE EXTENT TO WHICH THE FUND UTILIZES LEVERAGE TO HEDGE AGAINST FINANCIAL RISKS
MAY INCREASE ITS EXPENSES AND ADVERSELY AFFECT THE FUND'S PERFORMANCE.

Although the Fund has no present intention to do so to any significant
extent, the Fund may utilize leverage by borrowing or by issuing preferred stock
or short-term debt securities in an amount up to 25% of the Fund's total assets.
Leverage by the Fund creates an opportunity for increased return but, at the
same time, creates special risks. For example, leverage may exaggerate changes
in the net asset value of the Fund's common stock and in the return on the
Fund's portfolio. Although the principal of any leverage will be fixed, the
Fund's assets may change in value during the time the leverage is outstanding.
Leverage will create expenses for the Fund that can, during any period, exceed
the income from the assets acquired with the proceeds of the leverage.
Furthermore, an increase in interest rates could reduce or eliminate the
benefits of leverage and could reduce the value of the Fund's securities. The
Fund may also borrow by entering into reverse repurchase agreements, which will
subject the Fund to additional market risk, as well as credit risk with respect
to the buyer of the securities under such an agreement. See "Risk Factors--Risks
Related to the Fund's Operations--The extent to which the Fund utilizes leverage
to hedge against financial risks may increase its expenses and adversely affect
the Fund's performance."

A CHANGE IN THE FUND'S TAX STATUS COULD ADVERSELY AFFECT THE FUND'S RETURN ON
ITS INVESTMENTS.

The Fund currently operates through a branch in the Republic of
Mauritius to take advantage of favorable tax treatment by the Indian government
pursuant to a taxation treaty between India and Mauritius. Recently, the Supreme
Court of India upheld the validity of this tax treaty in response to a lower
court challenge contesting the treaty's applicability to entities such as the
Fund. Any change in the provision of this treaty or in its applicability to the
Fund could result in the imposition of withholding and other taxes on the Fund
by India, which would reduce the return to the Fund on its investments.

The Fund has historically elected and intends to continue to elect to
"pass-through" to the Fund's stockholders as a deduction or credit the amount of
foreign taxes paid by the Fund. The taxes passed through to stockholders are
included in each stockholder's income. Certain stockholders, including some
non-U.S. stockholders, are not entitled to the benefit of a deduction or credit
with respect to foreign taxes paid by the Fund. Other foreign taxes, such as
transfer taxes, may be imposed on the Fund, but would not give rise to a credit,
or be

--------------------------------------------------------------------------------

eligible to be passed through to stockholders. See "Risk Factors--Risks
Related to the Fund's Operations--A change in the Fund's tax status could
adversely affect the Fund's return on its investments" and "Taxation."

THE FUND'S SHARES HAVE TRADED AND MAY IN THE FUTURE TRADE AT A DISCOUNT TO NET
ASSET VALUE.

Although the Fund's shares of common stock have recently traded on the
NYSE at a premium to their net asset value, the Fund's shares have in the past
traded at a discount to their net asset value. There can also be no assurance
that the Fund's shares will trade at a premium in the future or that the present
premium is sustainable. The Fund's shares have traded at discounts of as much as
40% in the past five years.

In addition, you should note that shares of closed-end investment
companies frequently trade at a discount from net asset value. This
characteristic is a risk separate and distinct from the risk that the Fund's net
asset value will decrease as a result of its investment activities. The Fund
cannot predict whether its shares will trade at, above or below net asset value.
The Fund is intended primarily for long-term investors and should not be
considered as a vehicle for trading purposes. See "Risk Factors--Risks Related
to the Fund's Operations--The Fund's shares have traded and may trade in the
future at a discount to net asset value."

THE FUND'S STATUS AS A "NON-DIVERSIFIED" INVESTMENT COMPANY MAY EXPOSE IT TO
GREATER RISK OF LOSS WITH RESPECT TO ITS PORTFOLIO SECURITIES.

The Fund is classified as a "non-diversified" investment company under
the U.S. Investment Company Act of 1940, which means that the Fund is not
limited in the proportion of its assets that may be invested in the securities
of a single issuer. However, the Fund complies with the diversification
requirements imposed by the U.S. Internal Revenue Code of 1986 for qualification
as a regulated investment company. As a non-diversified investment company, the
Fund may invest a greater proportion of its assets in the securities of a
smaller number of issuers and, as a result, is subject to greater risk of loss
with respect to its portfolio securities. See "Risk Factors--Risks Related to
the Fund's Operations--The Fund's status as a `non-diversified' investment
company may expose it to greater risk of loss with respect to its portfolio
securities."

THERE ARE NO FIXED LIMITATIONS REGARDING PORTFOLIO TURNOVER.

Frequency of portfolio turnover is not a limiting factor if the Fund
considers it advantageous to purchase or sell securities. The Fund anticipates
that its annual portfolio turnover rate will not exceed 150%. For the year ended
December 31, 2003, the Fund's portfolio turnover rate was 33.89%. A high rate of
portfolio turnover involves correspondingly greater aggregate payments for
brokerage commissions than a lower rate, which expenses must be borne by the
Fund and its stockholders, while a lower rate of portfolio turnover involves
correspondingly lower aggregate payments and stockholder expenses. See "Risk
Factors--Risks Related to the Fund's Operations--There are no fixed limitations
regarding portfolio turnover."

THE ANTI-TAKEOVER PROVISIONS IN THE FUND'S ARTICLES OF AMENDMENT AND RESTATEMENT
AND AMENDED AND RESTATED BY-LAWS MAY LIMIT YOUR ABILITY TO SELL YOUR SHARES AT A
PREMIUM.

The Fund's articles of amendment and restatement and amended and
restated by-laws contain certain anti-takeover provisions that, among other
things, may have the effect of inhibiting the Fund's possible conversion to
open-end status and delaying or limiting the ability of other persons to acquire
control of the Fund. In certain circumstances, these provisions may also inhibit
the ability of holders of common stock to sell their shares at a premium over
prevailing market prices by discouraging a third party from seeking to obtain
control of the Fund. The Fund's board of directors has determined that these
provisions are in the best interests of stockholders generally. See "Risk
Factors--Risks Related to the Fund's Operations--The anti-takeover provisions in
the Fund's articles of amendment and restatement and amended and restated
by-laws may limit your ability to sell your shares at a premium."

--------------------------------------------------------------------------------

THE OPERATING EXPENSES OF THE FUND ARE HIGHER THAN INVESTMENT COMPANIES THAT
INVEST PRIMARILY IN THE SECURITIES OF U.S. COMPANIES.

The Fund's estimated annual operating expenses are higher than those of
most other investment companies that invest predominately in the securities of
U.S. companies, primarily because of the additional time and expense required of
the Investment Manager and the Country Adviser in pursuing the Fund's objective
of long-term capital appreciation through investing in equity securities of
Indian Companies. Investments in Indian equity securities require additional
time and expense because the available public information regarding such
securities is more limited in comparison to, and not as comprehensive as, the
information available for U.S. equity securities. In addition, brokerage
commissions, custodial fees and other fees are generally higher for investments
in foreign securities markets. As a result of these higher expected operating
expenses, the Fund needs to generate higher relative returns to provide
investors with an equivalent economic return. See "Risk Factors--Risks Related
to the Fund's Operations--The operating expenses of the Fund are higher than
investment companies that invest primarily in the securities of U.S. companies."

FUTURE MARKET DISRUPTIONS RESULTING FROM TERRORIST ATTACKS IN THE UNITED STATES
AND ELSEWHERE OR U.S. MILITARY ACTION ABROAD COULD NEGATIVELY AND ADVERSELY
AFFECT THE MARKET FOR THE FUND'S COMMON STOCK.

As a result of the terrorist attacks on the World Trade Center and the
Pentagon on September 11, 2001, some of the U.S. securities markets were closed
for a four-day period. These terrorist attacks and related events have led to
increased short-term market volatility. Moreover, the ongoing U.S. military and
related action in Iraq and other events in the Middle East could have
significant adverse effects on U.S. and world economies and markets. The Fund
does not know how long the securities markets will continue to be affected by
these and other geopolitical events and cannot predict the effects of military
action or similar events in the future on the U.S. economy and securities
markets. A similar disruption of the U.S. or world financial markets could
affect interest rates, secondary trading, ratings, credit risk, inflation and
other factors relating to the Fund's common stock. See "Risk Factors--Risks
Related to the Fund's Operations--Future market disruptions resulting from
terrorist attacks in the United States and elsewhere or U.S. military action
abroad could negatively and adversely affect the market for the Fund's common
stock."

--------------------------------------------------------------------------------

SUMMARY OF EXPENSES

Stockholder transaction expenses
Sales load........................................................................... None
Distribution reinvestment and cash purchase plan fees................................ *
Repurchase offer fees................................................................ %

Annual expenses (as a percentage of average net assets attributable to common stock)
Management fees (1).................................................................. %
Interest payments in borrowed funds.................................................. None
Other expenses (2)................................................................... %
Total annual expenses (2).............................................................. %

----------
* Participants in the Fund's dividend reinvestment and cash purchase plan pay
only transaction-based charges. Actual costs will vary for each participant
depending on the nature and number of transactions made. See "Dividends and
Distributions; Dividend Reinvestment and Cash Purchase Plan."

(1) The amount shown is based upon the net assets of the Fund after giving
effect to this offer and reflects the reduction in the management fee for
assets in excess of $600 million. See "The Offer--Purposes of the Offer."

(2) Based upon estimated expenses for the current fiscal year and upon the net
assets of the Fund after giving effect to the anticipated net proceeds of
this offer, including proceeds from the issuance of up to 25% of the shares
under the over-subscription privilege. This figure does not include
expenses of the Fund incurred in connection with this offer, which are
estimated at $ . Total expenses for the fiscal year ended December 31, 2003
were 1.76% of average net assets.

EXAMPLE

The following example demonstrates the projected dollar amount of total
cumulative expense that would be incurred over various periods with respect to a
hypothetical investment in the Fund. These amounts are based upon payment by the
Fund of investment management and advisory fees and other expenses at the levels
set forth in the above table.

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------

You will pay the following expenses on
a $1,000 investment, assuming a 5% annual return: $ $ $ $

This example further assumes that the percentage amounts listed under
Annual Expenses in the table above remain the same in the years shown, the
reinvestment of all dividends and distributions at net asset value and the full
exercise of all the rights. The above tables and the assumption in the example
of a 5% annual return and reinvestment at net asset value are required by
regulation of the U.S. Securities and Exchange Commission, which we refer to as
the "SEC," and are applicable to all investment companies, and the assumed 5%
annual return is not a prediction of, and does not represent, the projected
performance of the Fund's common stock. In addition, although the example
assumes reinvestment of all distributions at net asset value, this may not be
the case for participants in the dividend reinvestment and cash purchase plan.
See "Dividends and Distributions; Dividend Reinvestment and Cash Purchase Plan."

WE HAVE PREPARED THE FOREGOING TABLE AND EXAMPLE TO ASSIST YOU IN
UNDERSTANDING THE VARIOUS COSTS AND EXPENSES THAT YOU WILL BEAR, DIRECTLY OR
INDIRECTLY. YOU SHOULD NOT CONSIDER THIS EXAMPLE OR THE FOREGOING TABLE AS A
REPRESENTATION OF FUTURE EXPENSES OR RATE OF RETURN. THE FUND'S ACTUAL EXPENSES
MAY BE MORE OR LESS THAN THOSE SHOWN.

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the
Fund's financial performance for the periods presented and reflects financial
results for a single Fund share. The information for each of the years
presented, except for "Total Investment Return Based on Net Asset Value," has
been derived from financial statements audited by PricewaterhouseCoopers LLP,
the Fund's independent registered public accounting firm, whose report is
included in the Fund's financial statements which are incorporated by reference
in this prospectus. The following information should be read in conjunction with
the financial statements and notes, which legally form a part of this prospectus
and are available upon request.

YEARS ENDED DECEMBER 31,
------------------------------------------------------------
2003 2002 2001 2000 1999
-------- -------- -------- -------- --------

PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of year.. $ 12.72 $ 11.93 $ 16.18 $ 23.21 $ 8.85
-------- -------- -------- -------- --------
Net investment income (loss)........ 0.11(1) 0.09 0.07 (0.16) (0.10)
Net realized and unrealized gain
(loss) on investments, foreign currency
holdings, and translation of other
assets and liabilities denominated in
foreign currency.................. 11.00(1) 0.76 (4.29) (7.27) 14.36
-------- -------- -------- -------- --------
Net increase (decrease) from
investment operations............. 11.11 0.85 (4.22) (7.43) 14.26
-------- -------- -------- -------- --------
Less: Dividends and Distributions
Dividends from net investment
income.......................... (0.13) (0.09) (0.07) -- --
Distributions from net realized
gains........................... -- -- -- -- --
-------- -------- -------- -------- --------
Total dividends and distributions... (0.13) (0.09) (0.07) -- --
-------- -------- -------- -------- --------
CAPITAL SHARE TRANSACTIONS
Anti-dilutive effect of Share
Repurchase Program................ 0.06 0.01 0.04 0.40 0.10
Anti-dilutive effect of Tender Offer -- 0.02 -- -- --
-------- -------- -------- -------- --------
Total capital share transactions.... 0.06 0.03 0.04 0.40 0.10
-------- -------- -------- -------- --------
Net asset value, end of year........ $ 23.76 $ 12.72 $ 11.93 $ 16.18 $ 23.21
======== ======== ======== ======== ========
Per share market value, end of year. $ 25.20 $ 10.59 $ 9.50 $ 12.06 $ 16.75
TOTAL INVESTMENT RETURN BASED
ON MARKET VALUE(2)................ 139.04% 12.36% (20.69)% (27.99)% 165.35%
TOTAL INVESTMENT RETURN BASED ON
NET ASSET VALUE(2)................ 87.64% 7.47% (25.75)% (30.29)% 162.26%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in 000s). $556,811 $350,838 $366,491 $504,769 $768,948
Ratios of expenses to average net
assets............................ 1.76% 1.73% 1.70% 1.59% 1.84%
Ratios of net investment income
(loss) to average net assets...... 0.72% 0.65% 0.57% (0.75)% (0.68)%
Portfolio turnover.................. 33.89% 39.36% 16.06% 19.24% 18.65%

FOR THE
PERIOD
FEBRUARY 23,
1994
(COMMENCEMENT
OF
OPERATIONS)
THROUGH
YEARS ENDED DECEMBER 31, DECEMBER 31,
----------------------------------------------- ------------
1998 1997* 1996 1995 1994
-------- -------- -------- -------- -----------

PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period $ 8.11 $ 7.56 $ 8.94 $ 13.92 $ 13.98(4)
-------- -------- -------- -------- --------
Net investment income (loss)........ (0.03) (0.03) 0.02 (0.05) (0.01)
Net realized and unrealized gain
(loss) on investments, foreign currency
holdings, and translation of other
assets and liabilities denominated in
foreign currency.................. 0.77 0.58 (1.39) (4.93) 0.08
-------- -------- -------- -------- --------
Net increase (decrease) from
investment operations............. 0.74 0.55 (1.37) (4.98) 0.07
-------- -------- -------- -------- --------
Less: Dividends and Distributions
Dividends from net investment
income.......................... -- -- (0.01) -- --
-------- -------- -------- -------- --------
Distributions from net realized
gains........................... -- -- -- -- (0.13)
-------- -------- -------- -------- --------
Total dividends and distributions... -- -- (0.01) -- (0.13)
-------- -------- -------- -------- --------
CAPITAL SHARE TRANSACTIONS
Anti-dilutive effect of Share
Repurchase Program................ -- -- -- -- --
-------- -------- -------- -------- --------
Total capital share transactions.... -- -- -- -- --
-------- -------- -------- -------- --------
Net asset value, end of year........ $ 8.85 $ 8.11 $ 7.56 $ 8.94 $ 13.92
======== ======== ======== ======== ========
Per share market value, end of year. $ 6.31 $ 7.37 $ 7.62 $ 8.87 $ 10.75
TOTAL INVESTMENT RETURN BASED ON
MARKET VALUE(2)................... (14.41)% (3.28)% (14.08)% (17.44)% (23.32)%
TOTAL INVESTMENT RETURN BASED ON
NET ASSET VALUE(2)................ 9.12% 7.28% (15.34)% (35.78)% 0.51%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in 000s). $300,523 $275,814 $257,156 $303,940 $473,241
Ratios of expenses to average net
assets............................ 2.03% 1.98% 2.03%(3) 2.03% 1.98(5)
Ratios of net investment income
(loss) to average net assets...... (0.34)% (0.37)% 0.22%(3) (0.38)% (0.06)%(5)
Portfolio turnover.................. 28.85% 42.61% 33.57% 25.28% 20.93%

----------
* Barclays Global Investors International Inc., formerly known as Barclays de Zoete Wedd Investment
Management Inc., served as the Fund's investment adviser until August 1, 1997.

(1) Based on average shares outstanding.

(2) Total investment return is calculated assuming a purchase of common stock on the opening of the first
day and a sale on the closing of the last day of each period reported, except that for the period ended
December 31, 1994, total investment return is based on a beginning of period price of $14.02 (initial
offering price of $15.00 less underwriting discount of $0.98). Dividends and distributions, if any, are
assumed, for purposes of this calculation, to be reinvested at prices obtained under the Fund's
dividend reinvestment plan. Total investment return does not reflect brokerage commissions or sales
charges and is not annualized.

(3) Includes expense waivers by The Bank of New York, as custodian. If such expenses had not been waived,
the ratio of expenses to average net assets and the ratio of net investment income to average net
assets would have been 2.12% and 0.13%, respectively, for the year ended December 31, 1996.

(4) Initial public offering price $15.00 per share less underwriting discount of $0.98 per share and
offering costs of $0.04 per share.

(5) Annualized.

THE FUND

The Fund, which was incorporated in Maryland on December 27, 1993, is a
non-diversified, closed-end management investment company registered under the
U.S. Investment Company Act of 1940, as amended. The Fund's investment objective
is long-term capital appreciation, which it seeks to achieve by investing
primarily in the equity securities of Indian companies. The Fund cannot assure
that its investment objective will be realized. Due to the risks inherent in
international investments generally, you should consider the Fund as a vehicle
for investing a portion of your assets in foreign securities markets and not as
a complete investment program.

INVESTMENT IN INDIA

The Fund's investment objective and policies reflect the Investment
Manager's opinions that economic and political developments and changes in the
last several years have well positioned India to experience a period of
significant economic growth. The Investment Manager believes that India should
grow as an economic force over the next ten years and that investment in its
securities markets offers significant potential returns. For a detailed
description of India and its securities market see "Appendix B: The Republic of
India" and "Appendix C: The Indian Securities Market."

BACKGROUND

Since 2000, foreign investment in Indian securities has been regulated
by the Indian Foreign Exchange Management Act, 1999 and the rules, regulations
and notifications issued thereunder. This Act is the principal legislation that
governs foreign investment and foreign exchange in India. Its objective is to
facilitate foreign trade and payments and to promote the development and
maintenance of foreign exchange markets in India.

In 2000, the Reserve Bank of India issued the Indian Foreign Exchange
Management (Transfer or Issue of Security by a Person Resident Outside India)
Regulations, 2000, which we refer to as the "FEMA Regulations," to regulate the
issue of Indian securities to persons who reside outside India and the transfer
of Indian securities by or to such persons. Under the FEMA regulations, a
foreign investor may invest in Indian securities through either an "automatic"
route, which does not require the prior approval of the Indian government or the
Reserve Bank of India but which is nonetheless subject to government-imposed
foreign investment restrictions in certain economic sectors, or an "approval"
route. The FEMA regulations also prescribe rules for the transfer of Indian
securities between foreign, domestic, Indian and non-Indian security holders.
Such transfers often require the approval of either the Indian government or the
Reserve Bank of India.

INVESTMENTS BY FOREIGN INSTITUTIONAL INVESTORS

In 1992, the Indian government issued guidelines that enable foreign
institutional investors and their sub-accounts to make portfolio investments in
securities of listed and unlisted Indian companies. In 1995, the Securities and
Exchange Board of India ("SEBI") issued regulations applicable to foreign
institutional investors and sub-accounts investing in Indian securities, which
we refer to as the "FII Regulations."

Foreign institutional investors and sub-accounts wishing to invest and
trade in Indian securities in India are required to register with SEBI. Once
qualified under applicable Indian law, a foreign institutional investor or its
sub-account, subject to the restrictions noted below, may:

o buy and sell securities of Indian companies;

o realize capital gains on investments;

o participate in rights offerings for shares;

o appoint a domestic custodian for custody of investments made; and

o repatriate capital, capital gains, dividends, interest income and any
proceeds received in connection with the sale of Indian securities.

Under applicable Indian law, a foreign institutional investor or a
sub-account may only invest in the following Indian securities:

o securities in the primary and secondary Indian markets including
shares, debentures and warrants of Indian companies;

o securities of Indian mutual funds;

o Government securities;

o derivatives traded on a recognized Indian stock exchange; and

o commercial paper.

Investments by all foreign institutional investors and sub-accounts
under the FEMA Regulations in the primary and secondary markets are subject to
an aggregate ceiling of 24% of the equity capital or the value of each series of
convertible debentures of any Indian company, with certain exceptions. The
ceiling would apply to the total holdings of foreign institutional investors
collectively in an Indian company. The FII Regulations prescribe that each
foreign institutional investor investing through its sub-account or each
sub-account can invest up to 10% of the equity capital of an Indian company.
Investments by the foreign institutional investor made in its own behalf would
be registered in the name of the foreign institutional investor while
investments by the sub-accounts in Indian securities may be registered in the
name of either the foreign institutional investor or the sub-account. A foreign
institutional investor cannot purchase shares or convertible debentures of an
Indian company which is engaged in the print media sector.

If a foreign institutional investor or a sub-account wishes to invest
in securities through the Indian secondary market, it must, with certain
exceptions, conduct its securities transactions through brokers certified by
SEBI.

With some exceptions, the total investments in equity and
equity-related instruments, such as convertible debentures and tradeable
warrants, made by a foreign institutional investor, whether on account of itself
or its sub-accounts, cannot generally be less than 70% of the aggregate of all
the investments of the foreign institutional investor in India, made on its own
or through its various sub-accounts. Additionally, applicable Indian law imposes
aggregate investment limitations on the dollar amount of certain Indian
securities held by a foreign institutional investor.

A foreign institutional investor or a sub-account may generally issue,
deal in or hold any off-shore derivative instruments such as participatory
notes, equity-linked notes or other similar instruments against underlying
securities listed or proposed to be listed on an Indian stock exchange.
Moreover, a foreign institutional investor is required to disclose periodically
certain information relating to off-shore derivative instruments entered into by
such foreign institutional investor or its sub-accounts with respect to Indian
securities such as the name of the parties involved, and the principal terms of,
such off-shore derivative transactions.

At present, foreign institutional investor registrations are granted
for five-year periods and may be renewed for further five-year periods by SEBI.
The registration for each sub-account must be renewed upon renewal of the
relevant registration if the sub-account intends to continue investing in India.
The Investment Manager is registered with SEBI as a foreign institutional
investor to invest in India on behalf of the Fund, its sub-account, and its
other approved clients.

Registered foreign institutional investors and sub-accounts are
generally subject to tax under Section 115AD of the Indian Income Tax Act of
1961. There is uncertainty under Indian law as to the tax regime applicable

to foreign institutional investors or sub-accounts that hold and trade in
American depositary shares. See "Taxation--Indian Taxes."

EXCHANGE CONTROLS

A foreign institutional investor or its sub-account may open both
foreign currency denominated accounts and "special non-resident rupee" accounts
with Indian banks, and any amount that the investor or its sub-account transfers
between these accounts may occur at the prevailing rate of exchange. However,
under rules and policies promulgated by the Reserve Bank of India, a foreign
institutional investor or its sub-account may only invest in Indian securities
out of its special non-resident rupee account. In addition, it may only
repatriate amounts from its foreign currency account after its designated bank
or custodian has deducted and paid all withholding taxes relating to any capital
gains.

THE OFFER

TERMS OF THE OFFER

The Fund is offering to stockholders of record as of the close of
business on , 2004 non-transferable rights to subscribe for 7,767,610 shares of
common stock of the Fund. The Fund may increase the number of shares of common
stock subject to subscription by up to 25% of the shares, or up to 1,941,903
additional shares, for an aggregate total of 9,709,513 shares.

Each stockholder is being issued one right for each whole share of
common stock owned on the record date. The rights entitle you to acquire at the
subscription price one share for each three rights held, rounded to the nearest
number of rights evenly divisible by three. Fractional shares will not be issued
upon the exercise of rights. In the case of shares held of record by a
broker-dealer, bank or other financial intermediary, which we collectively refer
to as a nominee, the number of rights issued to such nominee will be adjusted to
permit rounding up (to the nearest number of rights evenly divisible by three)
of the rights to be received by each of the beneficial owners for which it is
the holder of record only if the nominee provides to the Fund, on or before the
close of business on , 2004 a written representation of the number of rights
required for such rounding.

Rights may be exercised at any time during the subscription period,
which commences on , 2004 and ends at 5:00 p.m., Eastern Standard Time, on ,
2004, unless extended by the Fund (such date, as it may be extended, is referred
to in this prospectus as the "expiration date," and such period, as it may be
extended, is referred to in this prospectus as the "subscription period"). A
stockholder's right to acquire one additional share for each three rights held
during the subscription period at the subscription price is referred to as the
"primary subscription." The rights are evidenced by subscription certificates,
which will be mailed to subscribing stockholders.

In addition, any stockholder who fully exercises all rights issued to
him or her is entitled to subscribe for additional shares, which were not
otherwise subscribed for in the primary subscription, at the subscription price,
which we refer to as the "over-subscription privilege." Shares acquired pursuant
to the over-subscription privilege are subject to allotment and may be subject
to increase, which is more fully discussed below under "--Over-Subscription
Privilege."

The subscription price will be 95% of the net asset value per share as
of the close of business on the expiration date of the offer.

Because the expiration date and the date upon which the price of the
rights will be determined will be the same date, stockholders who exercise their
rights will not know the purchase price of the shares when they make their
investment decision. If the market price of the Fund's common stock is below 95%
of the net asset value per share, it may not be in your interest to participate
in this offering. Once you subscribe for shares and the Fund receives payment or
a guarantee of payment, you will not be able to change your decision.

The rights are non-transferable. Therefore, only the underlying shares,
and not the rights, will be listed for trading on the NYSE.

PURPOSES OF THE OFFER

The board of directors of the Fund has determined that it would be in
the best interests of the Fund and its stockholders to increase the assets of
the Fund through this offer.

In consultation with the Investment Manager, the board determined that
this offer may provide the following benefits:

O A greater ability to take advantage of investment
opportunities without being required to sell current portfolio
positions that the Investment Manager believes should be
retained.

o Additional investment flexibility, including the ability to
diversify the Fund by investing in a greater number of small-
and mid-capitalization companies.

o Lower the Fund's expense ratios by spreading the Fund's fixed
costs over a larger asset base. Moreover, the Investment
Manager has agreed to reduce its fees to 0.95% of the average
weekly net assets on such net assets of the Fund in excess of
$600 million.

o Improved market visibility for the Fund.

o Improved liquidity of the trading market for shares on the
NYSE.

o An opportunity for existing stockholders by providing them
with an opportunity to purchase additional shares potentially
at a price below the current market price.

Prior to reaching this conclusion, the Fund's board of directors, in
consultation with the Investment Manager and others, reviewed the structure,
timing and terms of this offer, as well as its dilutive effect on both
shareholders who exercise their rights and those who do not and other
potentially adverse consequences resulting from this offer. The board of
directors also considered the fact that the Fund's semi-annual repurchase offers
will tend to diminish assets over time and that that diminution in assets will
offset in whole or in part the potential benefits discussed above. After careful
consideration, the board of directors voted unanimously to approve the terms of
this offer. However, there can be no assurance that the offer will provide any
of the benefits listed above.

One of the Fund's directors who voted to authorize this offer is
affiliated with the Investment Manager, the Country Adviser and Oppenheimer &
Co. Inc., the Fund's administrator, and therefore could benefit indirectly from
this offer. The other six directors are not "interested persons" of the Fund
within the meaning of the U.S. Investment Company Act of 1940, as amended.
Although the Investment Manager has agreed to lower its monthly fee by adding a
breakpoint to its management fee, subject to certain conditions as noted above,
the Investment Manager, as well as the Fund's administrator, may also benefit
from this offer because their fees are based on the net assets of the Fund. See
"Investment Management and Other Services--Investment Manager" and
"--Administrator." It is not possible to state precisely the amount of
additional compensation the Investment Manager and the Fund's administrator
might receive as a result of this offer because it is not known how many shares
will be subscribed for and because the proceeds of this offer will be invested
in additional portfolio securities, which will fluctuate in value.

The Fund may, in the future, choose to make additional rights offerings
from time to time for a number of shares and on terms that may or may not be
similar to this offer. Any such future rights offerings will be made in
accordance with the then applicable requirements of the U.S. Investment Company
Act of 1940, as amended, and the U.S. Securities Act of 1933, as amended.

There can be no assurance that the Fund or its stockholders will
achieve any of the foregoing objectives or benefits through this offer.

OVER-SUBSCRIPTION PRIVILEGE

If some stockholders do not exercise all of the rights initially issued
to them, any shares for which subscriptions have not been received from
stockholders will be offered by means of the over-subscription privilege to
those stockholders who have exercised all of the rights initially issued to them
and who wish to acquire additional shares. Stockholders who exercise all of the
rights initially issued to them should indicate on the subscription certificate
how many shares they are willing to acquire through this over-subscription
privilege. If sufficient shares are available, all over-subscription requests
will be honored in full. If sufficient shares are not available to honor all
requests for over-subscription, the Fund may increase the number of shares
available by up to 25%, or 1,941,903 shares in order to satisfy
over-subscription requests.

To the extent that there are not sufficient shares to honor all
over-subscription requests, the available shares will be allocated among those
who over-subscribe based on the number of rights originally issued to them by

the Fund, so that the number of shares issued to stockholders who subscribe
through the over-subscription privilege will generally be in proportion to the
number of shares of the Fund owned by them on the record date. The percentage of
remaining shares each over-subscribing stockholder may acquire may be rounded up
or down to result in delivery of whole shares. The allocation process may
involve a series of allocations in order to ensure that the total number of
shares available for over-subscriptions is distributed, as nearly as may be
practicable, on a pro rata basis. The Fund will not offer or sell any shares
that are not subscribed for through the primary subscription or the
over-subscription privilege.

SUBSCRIPTION PRICE

The subscription price will be 95% of the net asset value per share as
of the close of business on the expiration date of the offer.

The Fund announced the offer after the close of business on the NYSE on
May 24, 2004. The net asset value per share at the close of business on May 21,
2004 and , 2004 was $20.82 and $ , respectively. The last reported sale price of
a share of common stock on the NYSE on May 24, 2004 and , 2004 was $22.05 and $
, respectively.

RIGHTS MAY NOT BE PURCHASED OR SOLD

The rights are non-transferable. You may not purchase or sell them. The
rights will not trade on the NYSE or any other exchange. The shares to be issued
upon the exercise of the rights, however, will trade on the NYSE under the
symbol "IFN." If you do not exercise your rights before the conclusion of this
offer, your rights will expire without value.

EXPIRATION OF THE OFFER

The expiration date is 5:00 p.m., Eastern Standard Time, on , 2004,
unless extended by the Fund. The rights will expire on the expiration date and
may not be exercised after that date. Because the expiration date and the date
upon which the price of the rights will be determined will be the same date,
stockholders who exercise their rights will not know the purchase price of the
shares when they make their investment decision. If the market price of the
Fund's common stock is below 95% of the net asset value per share, it may not be
in your interest to participate in this offering. Once you subscribe for shares
and the Fund receives payment or a guarantee of payment, you will not be able to
change your decision.

SUBSCRIPTION AGENT

The subscription agent for this offer is The Colbent Corporation, which
will receive, for its administrative, processing, invoicing and other services
as subscription agent, an estimated fee of $53,000 and reimbursement for all
out-of-pocket expenses related to this offer. Stockholder inquiries may be
directed to Georgeson Shareholder Communications, Inc., the information agent,
toll-free at (866) 297-1264.

THE SIGNED SUBSCRIPTION CERTIFICATES SHOULD BE SENT TO THE COLBENT
CORPORATION, by one of the following methods:

BY FIRST CLASS MAIL: BY EXPRESS MAIL OR OVERNIGHT COURIER: BY HAND:

The Colbent Corporation The Colbent Corporation Securities Transfer & Reporting
Attn: Corporate Actions Attn: Corporate Actions Services, Inc.
P.O. Box 859208 161 Bay State Road c/o The Colbent Corporation
Braintree, MA 02185-9208 Braintree, MA 02184-5203 Attn: Corporate Actions
100 Williams Street, Galleria
New York, NY 10038

BY FACSIMILE TRANSMISSION:

CONFIRM BY TELEPHONE:

THE FUND WILL ONLY ACCEPT SUBSCRIPTION CERTIFICATES ACTUALLY RECEIVED ON A
TIMELY BASIS. IF YOU DELIVER THE CERTIFICATES TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE, THAT DELIVERY WILL NOT BE EFFECTIVE.

INFORMATION AGENT

Any questions or requests for assistance may be directed to the
information agent at its telephone number listed below:

Georgeson Shareholder Communications, Inc.
Toll Free: (866) 297-1264

Stockholders may also call their nominees, who hold shares for the
account of others, for information with respect to this offer.

The Fund will pay an estimated fee of $15,000 to Georgeson Shareholder
Communications, Inc. and reimburse it for all out-of-pocket expenses related to
its services as information agent.

METHOD FOR EXERCISING RIGHTS

Rights may be exercised by stockholders who fill in and sign the
accompanying subscription certificate and mail it in the envelope provided or
deliver the completed and signed subscription certificate to the subscription
agent, together with any required payment for the shares as described below
under "--Payment for Shares." Rights may also be exercised by a stockholder
contacting his or her broker, bank or trust company, which can arrange, on the
stockholder's behalf, to guarantee delivery, using a "notice of guaranteed
delivery," of a properly completed and executed subscription certificate and
payment for the shares. The broker, bank or trust company may charge a fee for
this service. Fractional shares will not be issued. Completed subscription
certificates must be received by the subscription agent prior to 5:00 p.m.,
Eastern Standard Time, on the expiration date (unless payment is to be effected
by means of a notice of guaranteed delivery at the offices of the subscription
agent. See "--Payment for Shares."

Depending on your status, the following methods of delivery should be
used:

o FOR STOCKHOLDERS WHO ARE RECORD OWNERS. Stockholders who are record
owners can choose between either option set forth below under
"--Payment for Shares." If time is of the essence, option (1) set
forth below under "--Payment for Shares" will permit delivery of
the subscription certificate and payment after the expiration date.

o FOR INVESTORS WHOSE SHARES ARE HELD THROUGH A NOMINEE. Stockholders
whose shares are held by a nominee such as a broker, bank or trust
company must contact that nominee to exercise their rights. In

that case, the nominee will complete the subscription certificate
on behalf of the stockholder and arrange for proper payment by one
of the methods set forth below under "--Payment for Shares."

o FOR NOMINEES. Nominees, who hold shares for the account of others,
should notify the respective beneficial owners of such shares as
soon as possible to ascertain the beneficial owners' intentions and
to obtain instructions with respect to the rights. If the
beneficial owner so instructs, the nominee should complete the
subscription certificate and submit it to the subscription agent,
together with the proper payment described below under "--Payment
for Shares."

PAYMENT FOR SHARES

Stockholders who acquire shares in the primary subscription or pursuant
to the over-subscription privilege may choose between the following methods of
payment:

(1) If, prior to 5:00 p.m., Eastern Standard Time, on the expiration
date, the subscription agent has received a notice of guaranteed
delivery by facsimile or otherwise from a bank, trust company or a
NYSE member firm guaranteeing delivery of (a) payment of the full
subscription price for the shares subscribed for in the primary
subscription and any additional shares subscribed for through the
over-subscription privilege and (b) a properly completed and
executed subscription certificate, the subscription will be
accepted by the subscription agent. The bank, trust company or NYSE
member firm may charge you a fee for this service. The subscription
agent will not honor a notice of guaranteed delivery if a properly
completed and executed subscription certificate is not received by
the subscription agent by the close of business on the third
business day after the expiration date and full payment for the
shares is not received by it by the close of business on the tenth
day after the confirmation date.

(2) Alternatively, a record owner can send payment for the shares
acquired in the primary subscription, together with the
subscription certificate, to the subscription agent based on an
assumed purchase price of $ per share. To be accepted, such
payment, together with the subscription certificate, must be
received by the subscription agent prior to 5:00 p.m., Eastern
Standard Time, on the expiration date.

IF THE SECOND METHOD DESCRIBED ABOVE IS USED, PAYMENT BY CHECK MUST
ACCOMPANY ANY SUBSCRIPTION CERTIFICATE FOR THE SUBSCRIPTION CERTIFICATE TO BE
ACCEPTED.

If the market price of the Fund's common stock is below 95% of the net
asset value per share, it may not be in your interest to participate in this
offering. You will have no right to rescind your subscription after receipt of
your payment for shares by the subscription agent, except as provided below
under "--Notice of Net Asset Value Decline/Possible Suspension or Withdrawal of
the Offer."

The subscription agent will deposit all checks received by it prior to
the final due date into a segregated interest bearing account pending
distribution of the shares. Interest will accrue to the benefit of the Fund
regardless of whether shares are issued by the Fund.

THE METHOD OF DELIVERY OF SUBSCRIPTION CERTIFICATES AND PAYMENT OF THE
SUBSCRIPTION PRICE TO THE FUND WILL BE AT YOUR ELECTION AND RISK, BUT, IF SENT
BY MAIL, WE RECOMMEND THAT YOU SEND THE SUBSCRIPTION CERTIFICATES AND PAYMENT BY
REGISTERED MAIL, PROPERLY INSURED WITH RETURN RECEIPT REQUESTED, AND THAT A
SUFFICIENT NUMBER OF DAYS BE ALLOWED TO ENSURE DELIVERY TO THE FUND PRIOR TO
5:00 P.M., EASTERN STANDARD TIME, ON THE EXPIRATION DATE. THE FUND RESERVES THE
RIGHT NOT TO ACCEPT YOUR PAYMENT IF PAYMENT IS NOT RECEIVED IN A TIMELY FASHION.
YOU ARE THEREFORE STRONGLY ENCOURAGED TO PAY, OR ARRANGE FOR PAYMENT, BY MEANS
OF A CERTIFIED OR BANK CASHIER'S CHECK.

A confirmation will be sent by the subscription agent to each
stockholder (or, if the Fund's shares on the record date are held by a nominee,
to such nominee) by , 2004, showing:

o the number of shares acquired pursuant to the primary subscription;

o the number of shares, if any, acquired through the
over-subscription privilege;

o the per share and total purchase price for the shares; and

o any additional amount payable by the stockholder to the Fund or any
excess to be refunded by the Fund to the stockholder, in each case
based on the subscription price as determined on the Pricing Date.

In the case of any stockholder who exercises his or her right to acquire shares
pursuant to the over-subscription privilege, any excess payment which would
otherwise be refunded to the stockholder will be applied by the Fund toward
payment for additional shares acquired pursuant to exercise of the
over-subscription privilege. Any additional payment required from a stockholder
must be received by the subscription agent within 10 days after the confirmation
date. Any excess payment to be refunded by the Fund to a stockholder will be
mailed by the subscription agent to such stockholder as promptly as possible
within 10 days after the confirmation date. All payments by a stockholder must
be made in United States dollars by money order or check drawn on a bank located
in the United States of America and payable to The India Fund, Inc.

Issuance and delivery of certificates for the shares purchased are
subject to collection of checks and actual payment through any notice of
guaranteed delivery.

If a stockholder who acquires shares pursuant to the primary
subscription or over-subscription privilege does not make payment of all amounts
due by the tenth business day after the confirmation date, the Fund reserves the
right to:

o find other purchasers for such subscribed and unpaid shares;

o apply any payment actually received by it toward the purchase of
the greatest number of whole shares which could be acquired by such
stockholder upon exercise of the primary subscription and/or
over-subscription privilege; and/or

o exercise any and all other rights and/or remedies to which it may
be entitled, including, without limitation, the right to set-off
against payments actually received by it with respect to such
subscribed shares.

All questions concerning the timeliness, validity, form and eligibility
of any exercise of rights will be determined by the Fund, whose determinations
will be final and binding. The Fund may, in its sole discretion, waive any
defect or irregularity, or permit a defect or irregularity to be corrected
within such time as it may determine, or reject the purported exercise of any
right. Subscriptions will not be deemed to have been received or accepted until
all irregularities have been waived or cured within such time as the Fund
determines in its sole discretion. The Fund will not be under any duty to give
notification of any defect or irregularity in connection with the submission of
subscription certificates or incur any liability for failure to give such
notification.

NOTICE OF NET ASSET VALUE DECLINE/POSSIBLE SUSPENSION OR WITHDRAWAL OF THE OFFER

The Fund has, as required by the SEC, undertaken to suspend this offer
until it amends this prospectus if, subsequent to , 2004, the effective date of
the Fund's Registration Statement, the Fund's net asset value declines more than
10% from its net asset value as of the effective date. Accordingly, the Fund
will notify stockholders of any such decline and thereby permit them to cancel
their exercise of rights.

DELIVERY OF SHARE CERTIFICATES

Participants in the Fund's dividend reinvestment and cash purchase plan
will have any shares acquired in the primary subscription and pursuant to the
over-subscription privilege credited to their accounts in the plan. Stock
certificates will not be issued for shares credited to plan accounts.
Stockholders whose shares are held of record by a nominee on their behalf will
have any shares acquired in the primary subscription and pursuant to the
over-subscription privilege credited to the account of such nominee. For all
other stockholders, stock certificates for all shares acquired will be mailed
promptly after full payment for the subscribed shares has been received and
cleared.

RESTRICTIONS ON FOREIGN SHAREHOLDERS

UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE OFFER

Stockholders who receive rights pursuant to this offer will not
recognize taxable income for United States federal income tax purposes upon
their receipt of the rights. If rights issued to a stockholder expire without
being exercised, no basis will be allocated to such rights, and the stockholder
will not recognize any gain or loss for U.S. federal income tax purposes upon
such expiration.

Provided that the fair market value of the rights distributed pursuant
to this offer is less than 15% of the fair market value of the Fund's common
stock at the time of distribution (which the Fund expects will be the case), the
tax basis of a stockholder's common stock will remain unchanged, and the
stockholder's basis in the rights will be zero. A stockholder may, however,
elect to allocate his basis in his common stock between his rights and common
stock based on their relative fair market values on the date of distribution of
the rights; this allocation is mandatory if the fair market value of the rights
distributed pursuant to this offer is at least equal to 15% of the fair market
value of the Fund's common stock at the time of distribution. A stockholder who
exercises rights will not recognize any gain or loss for United States federal
income tax purposes upon the exercise. The basis of the newly acquired common
stock will equal the subscription price paid for the common stock. Upon a sale
or exchange of the common stock so acquired, the stockholder will recognize gain
or loss measured by the difference between the proceeds of the sale or exchange
and the cost basis of such common stock. Assuming the stockholder holds the
common stock as a capital asset, any gain or loss realized upon its sale will
generally be treated as a capital gain or loss, and the gain or loss will be
long-term capital gain or loss if the common stock has a holding period of more
than one year at the time of the sale. However, any loss recognized upon the
sale of shares of common stock with a tax holding period of 6 months or less
will be treated as a long-term capital loss to the extent of any capital gain
distribution previously received by the stockholder with respect to such shares,
and a loss may be disallowed under wash sale rules to the extent that the
stockholder purchases additional common stock (including by reinvestment of
distributions) within 30 days before or after the sale date. The holding period
for common stock acquired upon the exercise of rights will begin on the date of
exercise of the rights.

The foregoing is a summary of certain U.S. federal income tax
consequences of this offer under the provisions of U.S. Internal Revenue Code of
1986 and applicable existing and proposed regulations thereunder, all as
currently in effect and all subject to change at any time, perhaps with
retroactive effect. It does not include any state, local or foreign tax
consequences of this offer. This summary is generally applicable to stockholders
that are United States persons as defined in the U.S. Internal Revenue Code.
Further, this summary is not intended to be, nor should it be, construed as
legal or tax advice, and stockholders are urged to consult their own tax
advisors to determine the tax consequences to them of this offer and their
ownership of rights and common stock.

DILUTION

If you do not fully exercise your rights, you should expect that you
will, at the completion of this offer, own a smaller proportional interest in
the Fund than you owned prior to the offer. In addition, an immediate dilution
of

net asset value per share will be experienced by all stockholders as a result
of the offer because he subscription price will be less than the net asset value
per share, and the number of shares outstanding after the offer will have
increased proportionately more than the increase in the size of the Fund's net
assets. This dilution of net asset value will disproportionately affect
stockholders who do not exercise their rights. Further, if you do not submit a
subscription request pursuant to the over-subscription privilege, you may also
experience dilution in your Fund ownership if the Fund offers additional shares
for subscription. We cannot determine the extent of this dilution at this time
because we do not know what proportion of the Fund's shares will be purchased as
a result of this offer.

You will experience dilution in your holdings because you will
indirectly bear the expenses of this offer and because the subscription price is
a price lower than the net asset value per share of the Fund. We cannot state
precisely the amount of any such decrease in net asset value because we do not
know at this time how many shares will be subscribed for or what the net asset
value per share will be at the Pricing Date.

For example, assuming all of the shares are sold at the estimated
subscription price and after deducting all expenses relating to the issuance of
the shares, the Fund's current net asset value would be reduced by $ and
$ , respectively.

As of , the Fund's net asset value per share was $ , and the
Fund's market price per share was . Except as described in this prospectus, you
will have no right to rescind your subscription requests after receipt of your
payment for shares by the subscription agent.

USE OF PROCEEDS

o all rights are exercised in full;

o a subscription price of $ ; and

o payment of offering expenses of approximately $ .

The Investment Manager anticipates that investment of the net proceeds
of this offer in accordance with the Fund's investment goal and policies may
take up to six months from their receipt by the Fund, depending on market
conditions and the availability of appropriate securities. The Fund may require
up to six months due to the Fund's need to invest substantially all of its
assets in the securities of issuers organized under the laws of a foreign
jurisdiction. See "Risk Factors--Risks Related to the Fund's Operations."
Pending investment, the net proceeds of this offer will be held in the types of
short-term debt securities and instruments in which the Fund may invest. See
"Investment Objective and Policies." As a result of this short-term investment
of the proceeds, a lower yield may be realized.

INVESTMENT OBJECTIVE AND POLICIES

The investment objective of the Fund is long-term capital appreciation,
which it seeks to achieve by investing primarily in the equity securities of
Indian companies. Equity securities include common and preferred stock
(including convertible preferred stock), American, global or other types of
depositary receipts, or ADRs, convertible bonds, notes and debentures, equity
interests in trusts, partnerships, joint ventures or similar enterprises and
common stock purchase warrants and rights. Most of the equity securities
purchased by the Fund are expected to be traded on an Indian stock exchange or
in an Indian over-the-counter market.

The Fund's investment objective and its policy to invest, under normal
market conditions, at least 80% of its assets in equity securities of Indian
companies are fundamental policies of the Fund that may not be changed without
the approval of a majority of the Fund's outstanding voting securities. See
"Investment Restrictions."

PORTFOLIO STRUCTURE

Under normal market conditions, at least 80% of the Fund's total assets
are invested in equity securities of Indian companies. "Indian companies"
include companies that:

o are organized under the laws of India,

o regardless of where organized, derive at least 50% of their
revenues or profits from goods produced or sold, investments
made, or services performed, in India, or have at least 50% of
their assets in India, or

o have securities which are traded principally on any Indian
stock exchange or in the Indian over-the-counter market.

Up to 20% of the Fund's total assets may be invested, subject to
certain restrictions, in:

o equity securities of companies (other than companies
considered "Indian companies" under the above criteria),
regardless of where organized, which the Investment Manager
believes derive, or will derive, at least 25% of their
revenues from business in or with India, or have at least 25%
of their assets in India,

o debt securities denominated in Indian rupees or issued or
guaranteed by an Indian company, the Government of India or an
Indian governmental entity, and

o debt securities of the type described under "--Temporary
Investments." We refer to these securities as "temporary
investments."

The Fund's assets may be invested in debt securities, other than
temporary investments, when the Investment Manager believes that, based upon
factors such as relative interest rate levels and foreign exchange rates, such
securities offer opportunities for long-term capital appreciation. The Fund may
invest up to 100% of its assets in temporary investments for temporary defensive
purposes due to political, market or other factors affecting markets in India.

The Fund may invest in investment funds that invest principally in
securities in which the Fund is authorized to invest. The Fund may invest in
investment funds as a means of investing in other equity securities in which the
Fund is authorized to invest when the Investment Manager believes that such
investments may be more advantageous to the Fund than a direct market purchase
of such securities. Under the U.S. Investment Company Act of 1940, as amended,
the Fund is restricted in the amount it may invest in such funds. See
"Additional Investment Activities--Investment Funds."

The Fund may invest its assets in a broad spectrum of industries. In
selecting industries and companies for investment, the Investment Manager will
consider overall growth prospects, financial condition, competitive position,
technology, research and development, productivity, labor costs, raw material
costs and sources, profit margins, return on investment, structural changes in
local economies, capital resources, the degree of government regulation or
deregulation, management and other factors. The Fund does not presently invest
more than 25% of its total assets in securities of issuers conducting their
principal business activities in the same industry but retains limited
flexibility to do so from time to time, if certain conditions are met, including
prior approval by the Fund's board of directors. The Fund may invest in
companies of any size, including large, medium and small capitalization
companies. See "Investment Restrictions."

TEMPORARY INVESTMENTS

The Fund may hold and/or invest its assets in cash and/or temporary
investments for cash management purposes, pending investment in accordance with
the Fund's investment objective and policies and to meet operating expenses. In
addition, the Fund may take a temporary defensive posture and invest without
limitation in temporary investments. The Fund may assume a temporary defensive
posture when, due to political, market or other factors broadly affecting
markets, the Investment Manager determines that either opportunities for capital
appreciation in those markets may be significantly limited or that significant
diminution in value of the securities traded in those markets may occur. To the
extent that the Fund invests in temporary investments, it may not achieve its
investment objective.

Specifically, "temporary investments" are debt securities denominated
in U.S. dollars or in another freely convertible currency including:

o short-term (less than 12 months to maturity) and medium-term
(not greater than five years to maturity) obligations issued
or guaranteed by:

o the U.S. government or the Indian government or their
agencies or instrumentalities, or

o international organizations designated or supported by
multiple foreign governmental entities to promote economic
reconstruction or development;

o finance company obligations, corporate commercial paper and
other short-term commercial obligations, in each case rated,
or issued by companies with similar securities outstanding
that are rated, Prime-1 or A or better by Moody's Investors
Service, Inc. or A-1 or A or better by Standard

& Poor's Ratings Services, a division of the McGraw Hill
Companies, Inc., or, if unrated, of comparable quality as
determined by the Investment Manager;

o obligations (including certificates of deposit, time deposits,
demand deposits and bankers' acceptances) of banks, subject to
the restriction that the Fund may not invest more than 25% of
its total assets in bank securities; and

o repurchase agreements with respect to securities in which the
Fund may invest. The banks whose obligations may be purchased
by the Fund and the banks and broker-dealers with which the
Fund may enter into repurchase agreements include any member
bank of the U.S. Federal Reserve System and any broker-dealer
or any foreign bank that has been determined by the Investment
Manager to be creditworthy.

Repurchase agreements are contracts pursuant to which the seller of a
security agrees at the time of sale to repurchase the security at an agreed upon
price and date. When the Fund enters into a repurchase agreement, the seller
will be required to maintain the value of the securities subject to the
repurchase agreement, marked to market daily, at not less than their repurchase
price. Repurchase agreements may involve risks in the event of insolvency or
other default by the seller, including possible delays or restrictions upon the
Fund's ability to dispose of the underlying securities.

OTHER INVESTMENTS

ILLIQUID SECURITIES. The Fund may invest up to 20% of its total assets
in illiquid securities for which there may be no or only a limited trading
market and for which a low trading volume of a particular security may result in
abrupt and erratic price movements. The Fund may be unable to dispose of its
holdings in illiquid securities at then-current market prices and may have to
dispose of such securities over extended periods of time. See "Risk
Factors--Risks Related to the Fund's Operations--The Fund's investments in
illiquid securities may restrict its ability to dispose of its investments in a
timely fashion and at a price approximating the value at which the Fund carries
the securities on its books." In many cases, illiquid securities will be subject
to contractual or legal restrictions on transfer. In addition, issuers whose
securities are not publicly traded may not be subject to the disclosure and
other investor protection requirements that may be applicable if their
securities were publicly traded.

RULE 144A SECURITIES. The Fund may purchase certain restricted
securities, or Rule 144A securities, for which there is a secondary market of
qualified institutional buyers, as contemplated by Rule 144A under the U.S.
Securities Act of 1933, as amended. Rule 144A provides an exemption from the
registration requirements of the Securities Act for the resale of certain
restricted securities to qualified institutional buyers. One effect of Rule 144A
is that certain restricted securities may now have liquidity, though there is no
assurance that a liquid market for Rule 144A securities will develop or be
maintained. To the extent that the number of qualified institutional buyers is
reduced, a previously liquid Rule 144A security may be determined to be
illiquid, thus increasing the percentage of illiquid assets in the Fund's
portfolio. The board of directors has adopted policies and procedures for the
purpose of determining whether securities that are eligible for resale under
Rule 144A are liquid or illiquid securities. Pursuant to those policies and
procedures, the board of directors has delegated to the Investment Manager the
determination as to whether a particular security is liquid or illiquid.

CONVERTIBLE SECURITIES. A convertible security is a bond, debenture,
note, preferred stock or other security that may be converted into or exchanged
for a prescribed amount of common stock of the same or a different issuer within
a particular period of time at a specified price or formula. A convertible
security entitles the holder to receive interest generally paid or accrued on
debt or the dividend paid on preferred stock until the convertible security
matures or is redeemed, converted or exchanged. Convertible securities have
several unique investment characteristics such as:

o higher yields than common stocks but lower yields than comparable
nonconvertible securities;

o a lesser degree of fluctuation in value than the underlying stock
since they have fixed income characteristics; and

o the potential for capital appreciation if the market price of the
underlying common stock increases.

A convertible security might be subject to redemption at the option of
the issuer at a price established in the convertible security's governing
instrument. If a convertible security held by the Fund is called for redemption,
the Fund may be required to permit the issuer to redeem the security, convert it
into the underlying common stock or sell it to a third party.

In selecting convertible debt securities for the Fund, the following
factors, among others, may be considered by the Investment Manager:

o the creditworthiness of the issuers of the securities;

o the interest income generated by the securities;

o the potential for capital appreciation of the securities and the
underlying stock;

o the conversion prices of the securities relative to the underlying
stocks; and

o the conversion prices of the securities relative to other
comparable securities.

WARRANTS. The Fund may invest in warrants, which are securities
permitting but not obligating their holder to subscribe for other securities.
Warrants do not carry with them the right to dividends or voting rights with
respect to the securities that they entitle their holder to purchase, and they
do not represent any rights in the assets of an issuer. As a result, an
investment in warrants may be considered more speculative than certain other
types of investments. In addition, the value of a warrant does not necessarily
change with the value of the underlying securities, and a warrant ceases to have
value if it is not exercised prior to its expiration date.

EQUITY-LINKED DEBT SECURITIES. The Fund may invest in equity-linked
debt securities. The amount of interest and/or principal payments that an issuer
of equity-linked debt securities is obligated to make is linked to the
performance of a specified index of equity securities and may be significantly
greater or less than payment obligations in respect of other types of debt
securities. As a result, an investment in equity-linked debt securities may be
considered more speculative than other types of debt securities. In selecting
equity-linked debt securities for the Fund, the Investment Manager may consider,
among other factors, the creditworthiness of the issuers of the securities and
the volatility of the index of equity securities.

ADDITIONAL INVESTMENT ACTIVITIES

In addition to the investment policies discussed above, the Fund may
engage in certain additional investment activities. These activities may be
limited by Indian law or regulations.

HEDGING

The Fund is authorized to use various hedging and investment strategies
described below to hedge various market risks (such as broad or specific market
movements and interest rates and currency exchange rates), to manage the
effective maturity or duration of debt instruments held by the Fund or to seek
to increase the Fund's income or gain. Although these strategies are regularly
used by some investment companies and other institutional investors, few of
these strategies can practicably be used to a significant extent by the Fund at
the present time and may not become available for extensive use in the future.
In addition, techniques and instruments may change over time as new instruments
and strategies are developed or regulatory changes occur. Limitations on the
portion of the Fund's assets that may be used in connection with the investment
strategies described below are set out in "Appendix A: General Characteristics
and Risks of Hedging."

Subject to the constraints described above, the Fund may purchase and
sell interest rate, currency or stock index futures contracts and enter into
currency forward contracts and currency swaps. It may purchase and sell (or
write) exchange listed and over-the-counter put and call options on debt and
equity securities, currencies, futures

contracts, fixed income and stock indices and other financial instruments. And,
it may enter into interest rate transactions, equity swaps and related
transactions and other similar transactions that may be developed to the extent
the Investment Manager determines are consistent with the Fund's investment
objective and policies and applicable regulatory requirements. The Fund's
futures transactions will ordinarily be entered into for traditional hedging
purposes. There is, however, no limit on the Fund's assets that can be put at
risk through the use of futures contracts and options thereon, and the value of
the Fund's futures contracts and options thereon may equal or exceed 100% of the
Fund's total assets. The Fund's interest rate transactions may take the form of
swaps, caps, floors and collars, currency forward contracts, currency futures
contracts, currency swaps and options on currency or currency futures contracts.

Hedging may be used to attempt to protect against possible changes in
the market value of securities held in or to be purchased for the Fund's
portfolio resulting from securities markets or currency exchange rate
fluctuations, to protect the Fund's unrealized gains in the value of its
portfolio securities, to facilitate the sale of those securities for investment
purposes, to manage the effective maturity or duration of the Fund's portfolio
or to establish a position in the derivatives markets as a temporary substitute
for purchasing or selling particular debt or equity securities. The ability of
the Fund to utilize hedging successfully will depend on the Investment Manager's
ability to predict pertinent market movements, and this ability cannot be
assured. These skills are different from those needed to select portfolio
securities. The use of hedging in certain circumstances will require that the
Fund segregate cash, U.S. government securities or other liquid debt obligations
to the extent the Fund's obligations are not otherwise "covered" through
ownership of the underlying security, financial instrument or currency.

A detailed discussion of hedging, including applicable requirements of
the U.S. Commodity Futures Trading Commission, the requirement to segregate
assets with respect to these transactions and special risks associated with such
strategies, appears in this prospectus as "Appendix A: General Characteristics
and Risks of Hedging." See also "Risk Factors--Risks Related to the Fund's
Operations--The Fund's ability to successfully hedge against financial risks may
adversely affect the Fund's net asset value."

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES

The Fund may purchase securities on a when-issued or delayed delivery
basis. Securities purchased on a when-issued or delayed delivery basis are
purchased for delivery beyond the normal settlement date at a stated price. No
income accrues to the purchaser of a security on a when-issued or delayed
delivery basis prior to delivery. Such securities are recorded as an asset and
are subject to changes in value based upon changes in market prices. Purchasing
a security on a when-issued or delayed delivery basis can involve a risk that
the market price at the time of delivery may be lower than the agreed-upon
purchase price, in which case there could be an unrealized loss at the time of
delivery. The Fund will only make commitments to purchase securities on a
when-issued or delayed delivery basis with the intention of actually acquiring
the securities, but it may sell them before the settlement date if it is deemed
advisable. The Fund generally will establish a segregated account in which it
will maintain liquid assets in an amount at least equal in value to the Fund's
commitments to purchase securities on a when-issued or delayed delivery basis.
If the value of these assets declines, the Fund will place additional liquid
assets in the account on a daily basis so that the value of the assets in the
account is equal to the amount of such commitments. As an alternative, the Fund
may elect to treat when-issued or delayed delivery securities as senior
securities representing indebtedness, which are subject to asset coverage
requirements under the U.S. Investment Company Act of 1940, as amended. See
"Investment Restrictions."

LOANS OF PORTFOLIO SECURITIES

The Fund may lend portfolio securities. By doing so, the Fund attempts
to earn income through the receipt of interest on the loan. In the event of the
bankruptcy of the other party to a securities loan, the Fund could experience
delays in recovering the securities that it lent. To the extent that, in the
meantime, the value of the securities that the Fund has lent has increased, the
Fund could experience a loss.

The Fund may lend securities from its portfolio if liquid assets in an
amount at least equal to the current market value of the securities lent
(including accrued interest thereon) plus the interest payable to the Fund with
respect to the loan is maintained by the Fund in a segregated account. Any
securities that the Fund may receive as collateral will not become a part of its
portfolio at the time of the loan and, in the event of a default by the
borrower,

the Fund will, if permitted by law, dispose of such collateral except for such
part thereof that is a security in which the Fund is permitted to invest. During
the time that securities are on loan, the borrower will pay the Fund any accrued
income on those securities, and the Fund may invest the cash collateral and earn
additional income or receive an agreed-upon fee from a borrower that has
delivered cash equivalent collateral. Cash collateral received by the Fund will
be invested in securities in which the Fund is permitted to invest. The value of
securities lent will be marked to market daily. Portfolio securities purchased
with cash collateral are subject to possible depreciation. Loans of securities
by the Fund will be subject to termination at the Fund's or the borrower's
option. The Fund may pay reasonable negotiated fees in connection with loaned
securities, so long as such fees are set forth in a written contract and
approved by the Fund's board of directors.

INVESTMENT FUNDS

The Fund may invest in investment funds, other than those for which the
Investment Manager or Country Adviser or serve as investment adviser or sponsor
and which invest principally in securities in which the Fund is authorized to
invest. Under the U.S. Investment Company Act of 1940, as amended, the Fund may
invest a maximum of 10% of its total assets in the securities of other
investment companies. In addition, the Fund may not invest more than 5% of its
total assets in the securities of any one investment company, and it may not
invest in any investment company if it would own more than 3% of the outstanding
voting stock of that company. To the extent that the Fund invests in other
investment funds, the Fund's stockholders will incur certain duplicative fees
and expenses, including investment advisory fees.

SHORT SALES

Although the Fund does not presently do so or intend to do so to any
significant extent, the Fund may from time to time sell securities short without
limitation by its investment policies. A short sale is a transaction in which
the Fund would sell securities it does not own (but has borrowed) in
anticipation of a decline in the market price of the securities. When the Fund
makes a short sale, the proceeds it receives from the sale will be held on
behalf of a broker until the Fund replaces the borrowed securities. To deliver
the securities to the buyer, the Fund will need to arrange through a broker to
borrow the securities, and, in so doing, the Fund will become obligated to
replace the securities borrowed at their market price at the time of
replacement, whatever that price may be. The Fund may have to pay a premium to
borrow the securities and must pay any dividends or interest payable on the
securities until they are replaced.

The Fund's obligation to replace the securities borrowed in connection
with a short sale will be secured by collateral deposited with the broker that
consists of cash, U.S. government securities or other liquid debt obligations.
In addition, the Fund will place in a segregated account with its custodian, or
designated sub-custodian, an amount of cash, U.S. government securities or other
liquid debt obligations equal to the difference, if any, between the market
value of the securities sold at the time they were sold short and any cash, U.S.
government securities or other liquid obligations deposited as collateral with
the broker in connection with the short sale (not including the proceeds of the
short sale). Until it replaces the borrowed securities, the Fund will maintain
the segregated account daily at a level so that the amount deposited in the
account plus the amount deposited with the broker (not including the proceeds
from the short sale) will equal the current market value of the securities sold
short and the amount deposited in the account plus the amount deposited with the
broker (not including the proceeds from the short sale) will not be less than
the market value of the securities at the time they were sold short.

Short sales by the Fund involve certain risks and special
considerations. Possible losses from short sales differ from losses that could
be incurred from a purchase of a security because losses from short sales may be
unlimited whereas losses from purchases can equal only the total amount
invested.

LEVERAGE

Although the Fund does not presently do so or intend to do so to any
significant extent, the Fund may utilize leverage by borrowing or by issuing
preferred stock or short-term debt securities in an amount up to 25% of the
Fund's total assets. Borrowings may be secured by the Fund's assets. Temporary
borrowings in an additional amount of up to 5% of the Fund's total assets may be
made without regard to the foregoing limitation for temporary or emergency
purposes such as clearance of portfolio transactions, share repurchases and
payment of dividends.

Leverage by the Fund creates an opportunity for increased return but,
at the same time, creates special risks. For example, leverage may exaggerate
changes in the net asset value of the common stock and in the return on the
Fund's portfolio. Although the principal of any leverage will be fixed, the
Fund's assets may change in value during the time the leverage is outstanding.
Leverage will create expenses for the Fund that can exceed the income from the
assets acquired with the proceeds of the leverage. Furthermore, an increase in
interest rates could reduce or eliminate the benefits of leverage and could
reduce the value of the Fund's common stock.

The Fund also may enter into reverse repurchase agreements with any
member bank of the U.S. Federal Reserve System and any broker-dealer or any
foreign bank that has been determined by the Investment Manager to be
creditworthy. Under a reverse repurchase agreement, the Fund would sell
securities and agree to repurchase them at a mutually agreed upon date and
price. At the time the Fund enters into a reverse repurchase agreement, it may
establish and maintain a segregated account with its custodian or a designated
sub-custodian that contains cash, U.S. government securities or other liquid
debt obligations that have a value not less than the repurchase price (including
accrued interest). Reverse repurchase agreements involve the risk that the
market value of the securities purchased with the proceeds of the sale of
securities received by the Fund may decline below the price of the securities
that the Fund is obligated to repurchase. In the event that the buyer of
securities under a reverse repurchase agreement files for bankruptcy or becomes
insolvent, the buyer or its trustee or receiver may receive an extension of time
to determine whether to enforce the Fund's obligations to repurchase the
securities, and the Fund's use of proceeds of the reverse repurchase agreement
may effectively be restricted pending the decision. Reverse repurchase
agreements will be treated as borrowings for purposes of calculating the Fund's
borrowing limitation to the extent the Fund does not establish and maintain a
segregated account.

ASSET COVERAGE REQUIREMENTS

The U.S. Investment Company Act of 1940, as amended, requires the Fund
to satisfy an asset coverage requirement of 300% of its indebtedness, including
amounts borrowed, measured at the time that the Fund incurs the indebtedness.
This requirement, which we refer to as the "asset coverage requirement," means
that the value of the Fund's total indebtedness may not exceed one-third of the
value of its total assets (including such indebtedness), measured at the time
the Fund incurs the indebtedness. The staff at the SEC's Division of Investment
Management has taken the position that short sales of securities, reverse
repurchase agreements, use of margin, sales of put and call options on specific
securities or indices, investments in certain other types of instruments
(including certain derivatives, such as swap agreements) and the purchase and
sale of securities on a when-issued or forward commitment basis may be deemed to
constitute indebtedness subject to the asset coverage requirement.

The SEC's staff has stated, however, that it will not deem a portfolio
position involving these instruments to be subject to the asset coverage
requirement if an investment company "covers" its position by segregating liquid
securities on its books or in account with its custodian in an amount sufficient
to offset the liability associated with the position. Generally, in conjunction
with portfolio positions that are deemed to constitute senior securities, the
Fund must:

o observe the asset coverage requirement;

o maintain daily a segregated account in cash or liquid securities at
such a level that the amount segregated plus any amounts pledged to
a broker as collateral will equal the current value of the
position; or

o otherwise cover the portfolio position with offsetting portfolio
securities.

Segregation of assets or covering portfolio positions with offsetting portfolio
positions may limit the Fund's ability to otherwise invest those assets or
dispose of those securities. If the Fund were to issue preferred stock, the
asset coverage requirement with respect to such preferred stock would be 200%.

INVESTMENT RESTRICTIONS

The following restrictions, along with the Fund's investment objective,
its policy to invest at least 80% of the Fund's total assets in equity
securities of Indian companies under normal market conditions and its interval
fund structure, are, subject to the next sentence, the Fund's only fundamental
policies, that is, policies that cannot be changed without the approval of the
holders of a majority of the Fund's outstanding voting securities. In addition,
as a matter of fundamental policy and notwithstanding any other fundamental
investment policy or limitation, the Fund may invest all or a portion of its
assets invested in India through a subsidiary, trust or other similar
arrangement (including a branch) established by the Fund at any such time that
the board of directors of the Fund determines that it is in the best interests
of the Fund's stockholders. As used in here and otherwise in this prospectus, a
"majority of the Fund's outstanding voting securities" means the lesser of (i)
67% of the shares represented at a meeting at which more than 50% of the
outstanding shares are represented or (ii) more than 50% of the outstanding
shares. The other policies and investment restrictions referred to in this
prospectus are not fundamental policies of the Fund and may be changed by the
Fund's board of directors without stockholder approval. If a percentage
restriction set forth below is adhered to at the time a transaction is effected,
later changes in any percentage resulting from any cause other than actions by
the Fund will not be considered a violation.

Under its fundamental restrictions, the Fund may not:

o purchase any securities that would cause more than 25% of the value
of its total assets at the time of such purchase to be invested in
securities of one or more issuers conducting their principal
business activities in the same industry, except that there is no
limitation with respect to (a) investment in obligations issued or
guaranteed by the U.S. government, its agencies or
instrumentalities or (b) the purchase of securities of issuers
whose primary business activity is in the telecommunications,
petroleum, real estate or banking industries. In each case, the
Fund's board of directors must determine, on the basis of factors
such as liquidity, availability of investments and anticipated
returns, that the Fund's ability to achieve its investment
objective would be materially adversely affected if the Fund were
not permitted to invest more than 25% of its total assets in those
securities. Also in each case, the Fund must notify its
stockholders of any decision by the board of directors to permit or
cease to permit the Fund to invest more than 25% of its total
assets in those securities, and such notice must include a
discussion of any increased investment risks to which the Fund may
be subject as a result of the board's determination. Any such
investments noted above are subject to SEC permission;

o issue senior securities or borrow money, except for (a) senior
securities (including borrowing money, margin transactions if the
margin securities are owned and entering into reverse repurchase
agreements, or any similar transactions) not in excess of 25% of
its total assets (including the amount borrowed) and (b) borrowings
of up to 5% of its total assets (including the amount borrowed) for
temporary or emergency purposes (including for the clearance of
transactions, repurchase of its shares or payment of dividends),
without regard to the amount of senior securities outstanding under
clause (a) above. However, with respect to the above, the Fund's
obligations under when-issued and delayed delivery and similar
transactions and reverse repurchase agreements are not treated as
senior securities if covering assets are appropriately segregated,
and the use of hedging shall not be treated as involving the
issuance of a "senior security" or a "borrowing." Also, for
purposes of clauses (a) and (b) above, the term "total assets"
shall be calculated after giving effect to the net proceeds of
senior securities issued by the Fund reduced by any liabilities and
indebtedness not constituting senior securities, except for such
liabilities and indebtedness as are excluded from treatment as
senior securities by this second bullet. The Fund's obligations
under interest rate, currency and equity swaps are not treated as
senior securities;

o purchase or sell commodities or commodity contracts, including
futures contracts and options thereon, except that the Fund may
engage in hedging, as described in the section titled "Additional
Investment Activities--Hedging";

o make loans, except that: (1) the Fund may (a) purchase and hold
debt instruments (including bonds, debentures or other obligations
and certificates of deposit, bankers' acceptances and fixed time
deposits) in accordance with its investment objective and policies,
(b) enter into repurchase agreements with respect to portfolio
securities and (c) make loans of portfolio securities, as described
under

"Additional Investment Activities--Loans of Portfolio Securities"
in this prospectus; and (2) delays in the settlement of securities
transactions will not be considered loans;

o underwrite the securities of other issuers, except to the extent
that, in connection with the disposition of portfolio securities,
it may be deemed to be an underwriter;

o purchase real estate, real estate mortgage loans or real estate
limited partnership interests (other than securities secured by
real estate or interests therein or securities issued by companies
that invest in real estate or interests therein);

o purchase securities on margin, except (1) as provided in the second
bullet above and (2) (a) for delayed delivery or when-issued
transactions, (b) such short-term credits as are necessary for the
clearance of transactions and (c) margin deposits in connection
with transactions in futures contracts, options on futures
contracts, options on securities and securities indices and
currency transactions); or

o invest for the purpose of exercising control over the management of
any company.

RISK FACTORS

YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISKS AND THE OTHER
INFORMATION IN THIS PROSPECTUS BEFORE YOU DECIDE TO PARTICIPATE IN THIS OFFER.
THE RISKS AND UNCERTAINTIES DESCRIBED BELOW ARE NOT THE ONLY ONES FACING THE
FUND. ADDITIONAL RISKS AND UNCERTAINTIES MAY ALSO ADVERSELY AFFECT AND IMPAIR
THE FUND. IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCUR, THE FUND'S OPERATIONS,
RESULTS OF OPERATIONS AND FINANCIAL CONDITION WOULD LIKELY SUFFER, WHICH IN TURN
COULD MATERIALLY ADVERSELY AFFECT YOUR INVESTMENT IN THE FUND.

RISKS RELATING TO THE OFFER

YOU WILL INCUR IMMEDIATE DILUTION AS A RESULT OF THIS OFFER.

If you do not exercise all of your rights, you should expect that you
will, at the completion of the offer, own a smaller proportional interest in the
Fund than you owned prior to the offer. In addition, an immediate dilution of
the net asset value per share will be experienced by all stockholders as a
result of the offer because the subscription price will be less than the net
asset value per share, and the number of shares outstanding after the offer will
have increased proportionately more than the increase in the size of the Fund's
net assets. This dilution of net asset value will disproportionately affect
stockholders who do not exercise their rights. Whether or not you exercise your
rights, you will experience a dilution of net asset value because you will
indirectly bear the expenses of the offer. If you do not submit a subscription
request pursuant to the over-subscription privilege, you may also experience
dilution in your Fund ownership if the Fund offers additional shares for
subscription. We cannot state precisely the amount of any decrease because we do
not know at this time how many shares will be subscribed for or what the net
asset value pre share will be at the pricing date. For example, assuming that
all rights are exercised and that the subscription price of $ is 5% below the
Fund's net asset value per share on , 2004, the Fund's net asset value per share
(after payment of estimated expenses) would be reduced by approximately $ per
share. As of , 2004, the Fund's net asset value per share was $ .

YOU MAY LOSE MONEY BY INVESTING IN THE FUND, INCLUDING THE POSSIBILITY THAT YOU
MAY LOSE ALL OF YOUR INVESTMENT.

An investment in the Fund is not a deposit in a bank and is not insured
or guaranteed by the U.S. Federal Deposit Insurance Corporation or any other
governmental agency.

Among the principal risks of investing in the Fund is market risk,
which is the risk that the value of your investment may fluctuate as stock
markets fluctuate.

As an investment company that holds primarily common stocks, the Fund's
portfolio is subject to the possibility that common stock prices will decline
over short or even extended periods. The Fund may remain substantially fully
invested during periods when stock prices generally rise and also during periods
when they generally decline. Risks are inherent in investments in equities, and
Fund stockholders should be able to tolerate significant fluctuations in the
value of their investment in the Fund.

RISKS RELATED TO THE FUND'S OPERATIONS

THE FUND'S "INTERVAL FUND" STRUCTURE INVOLVES CERTAIN RISKS AND SPECIAL
CONSIDERATIONS NOT TYPICALLY ASSOCIATED WITH OTHER CLOSED-END FUNDS.

o harm investment performance in part by limiting the extent to which
the fund may invest in illiquid securities;

o increase the Fund's expense ratio as the Fund's assets decrease;

o threaten the Fund's continued listing on the NYSE, and,
consequently, the liquidity of its shares; and

o jeopardize the Fund's viability, investment opportunities and
continued existence.

Moreover, there are additional risks associated with the Fund's
repurchase offers, including that:

o if the repurchase offer is over-subscribed, stockholders may be
unable to liquidate all or a given percentage of their investment
at net asset value during the repurchase offer;

o due to the potential for pro-ration if the repurchase offer is
over-subscribed, some investors may tender more shares than they
wish to have repurchased in order to ensure the repurchase of a
specific number of shares;

o the repurchase offer may not eliminate any discount at which the
Fund's shares trade;

o because the Fund expects to liquidate portfolio securities in order
to fund repurchase offers, the need to sell such securities may in
turn affect the market for such securities and accordingly diminish
the value of the Fund's investments; and

o share values may decrease as a result of fluctuations between the
date of tender and the repurchase pricing date.

The decrease in the Fund's assets resulting from the semi-annual
repurchase offers will likely offset in whole or in part the potential benefits
to the Fund associated with having increased assets as a result of this offer.

See "Semi-Annual Repurchases of Securities."

POLITICAL, ECONOMIC, SOCIAL AND OTHER FACTORS IN INDIA MAY ADVERSELY AFFECT THE
FUND'S PERFORMANCE.

The value of the Fund's assets may be adversely affected by political,
economic, social and religious factors, changes in Indian law or regulations and
the status of India's relations with other countries. In addition, the economy
of India may differ favorably or unfavorably from the U.S. economy in such
respects as the rate of growth of gross domestic product, the rate of inflation,
capital reinvestment, resource self-sufficiency and balance of payments
position. Agriculture occupies a more prominent position in the Indian economy
than in the United States, and the Indian economy therefore is more susceptible
to adverse changes in weather. The Indian government has exercised and continues
to exercise significant influence over many aspects of the economy, and the
number of public sector enterprises in India is substantial. Accordingly, Indian
government actions in the future could have a significant effect on the Indian
economy, which could affect private sector companies and the Fund, market
conditions, and prices and yields of securities in the Fund's portfolio.

Since mid-1991, the Indian government has committed itself to
implementing an economic structural reform program with the objective of
liberalizing India's exchange and trade policies, reducing the fiscal deficit,
controlling inflation, promoting a sound monetary policy, reforming the
financial sector, and placing greater reliance on market mechanisms to direct
economic activity. A significant component of the program is the promotion of
foreign investment in key areas of the economy and the further development of,
and the relaxation of restrictions in, the private sector. These policies have
been coupled with the expressed intention to redirect the government's central
planning function away from the allocation of resources and toward the issuance
of indicative guidelines. While the government's policies have resulted in
improved economic performance there can be no assurance that the economic
recovery will be sustained. Moreover, there can be no assurance that these
economic reforms will persist. In April and May of 2004, general elections in
India took place in India resulting in a change in the ruling coalition
government of Prime Minister Atal Bihari Vajpayee which came to power in 1999.
There can be no assurance that the newly elected, Congress Party-led government
will continue the program of economic liberalization of the last government
which may adversely affect Indian laws and policies affecting foreign investment
and currency exchange. Such changes in economic policies could negatively affect
the general business and economic conditions in India, which could in turn
affect the Fund's investments.

Religious and border disputes persist in India. The longstanding
grievances between the Hindu and Muslim populations resulted in communal
violence during 1993 in the aftermath of the destruction of a mosque in Ayodhya
by radical elements of the Hindu population. More recently, there has been
communal violence between Hindus and Muslims in the western Indian state of
Gujarat. Moreover, India has from time to time experienced civil unrest and
hostilities with neighboring countries such as Pakistan. The Indian government
has confronted separatist movements in several Indian states. The longstanding
dispute with Pakistan over the border Indian state of Jammu and Kashmir, a
majority of whose population is Muslim, remains unresolved. If the Indian
government is unable to control the violence and disruption associated with
these tensions, the results could destabilize the economy and, consequently,
adversely affect the Fund's investments.

Since early 2003, there have also been military hostilities and civil
unrest in Afghanistan, Iraq and other Asian countries. These events could
adversely influence the Indian economy and, as a result, negatively affect the
Fund's investments. See "Appendix B: The Republic of India."

INDIAN SECURITIES MARKETS ARE SUBSTANTIALLY SMALLER, LESS LIQUID AND MORE
VOLATILE THAN SECURITIES MARKETS IN THE UNITED STATES.

There are 23 recognized stock exchanges in India, including The Over
the Counter Exchange of India. Most stock exchanges are governed by regulatory
boards. The Stock Exchange, Mumbai, which we refer to as the "BSE," and the
National Stock Exchange of India Limited, which we refer to as the "NSE," have
nationwide trading terminals and, taken together, are the principal Indian stock
exchanges in terms of the number of listed companies, market capitalization and
trading volume. The securities market in India is substantially smaller, less
liquid and significantly more volatile than the securities market in the United
States. At December 31, 2003, there were 6,700 companies listed on the BSE and
the NSE and the aggregate market capitalization of listed equity securities of
these companies was approximately $535 billion (Rs. 24,404 billion). For the
year ended December 31, 2003, the average daily equity trading values of listed
companies on the BSE and NSE were approximately $354 million (Rs. 16,117
million) and $784 million (Rs. 35,743 million), respectively, resulting in
aggregate trading values for the period of approximately $898 billion (Rs.
40,937 billion) and $1,992 billion (Rs. 90,778 bllion), respectively. By
comparison, for the year ended December 31, 2003, the average daily equity
trading value on the NYSE was approximately $38 billion and the aggregate
trading value for the period was $9.7 trillion. On December 31, 2003, the global
market capitalization of the NYSE was $16.8 trillion. The relatively small
market capitalizations of, and trading values on, the BSE and NSE may cause the
Fund's investments in securities listed on these exchanges to be comparatively
less liquid and subject to greater price volatility than comparable U.S.
investments.

A high proportion of the shares of many Indian issuers are held by a
limited number of persons, which may limit the number of shares available for
investment by the Fund. In addition, further issuances, or the perception that
such issuances may occur, of securities by Indian issuers in which the Fund has
invested could dilute the earnings per share of the Fund's investment and could
adversely affect the market price of such securities. Sales of securities by
such issuer's major shareholders, or the perception that such sales may occur,
may also significantly and adversely affect the market price of such securities
and, in turn, the Fund's investment. A limited number of issuers

represent a disproportionately large percentage of market capitalization and
trading value. At December 31, 2003, the 30 largest companies by market
capitalization accounted for approximately 50% and 59% of the aggregate market
capitalization of the BSE and NSE, respectively. The limited liquidity of the
Indian securities markets may also affect the Fund's ability to acquire or
dispose of securities at the price and time that it desires.

Anticipation of this offering in the Indian securities markets may
adversely influence the prices paid by the Fund in purchasing certain securities
for its portfolio and may affect the speed with which the Fund can initially
invest in Indian securities. In addition, the small trading volume concentrated
in a limited number of the largest companies, combined with certain investment
diversification requirements and other restrictions applicable to the Fund, also
may affect the rate at which the Fund can initially invest. Further, the stock
markets in India are presently at high levels that may not persist. Accordingly,
to the extent the Fund purchases securities at present levels, there may be
greater risk that the value of such securities may decline.

Indian stock exchanges, including the BSE and the NSE, have in the past
experienced substantial fluctuations in the prices of their listed securities.
They have also experienced problems such as temporary exchange closures, broker
defaults, settlement delays and broker strikes that, if they occur again in the
future, could affect the market price and liquidity of the Indian securities in
which the Fund invests. In addition, the governing bodies of the various Indian
stock exchanges have from time to time imposed restrictions on trading in
certain securities, limitations on price movements and margin requirements.
Disputes have also occurred from time to time among listed companies, the stock
exchanges and other regulatory bodies, and in some cases those disputes have had
a negative effect on overall market sentiment. Recently, there have been delays
and errors in share allotments relating to initial public offerings, which in
turn affect overall market sentiment and lead to fluctuations in the market
prices of the securities of those companies and others in which the Fund may
invest.

Uncertainties relating to the recent Indian general elections and the
corresponding potential changes in Indian economic policies may cause
significant volatility in the price and trading volumes of Indian securities.
For example, on May 17, 2004, the BSE and NSE recorded their biggest single-day
falls ever and trading was temporarily suspended in response to investors'
concerns over potential changes in Indian economic policies as a result of the
election of a new Congress Party-led government. These fluctuations may in turn
adversely affect the Fund's investments.

The foregoing factors could impede the ability of the Fund to effect
portfolio transactions on a timely basis and could have an adverse effect on the
net asset value of the Fund's shares of common stock and the price at which
those shares trade.

INDIA HAS DIFFERENT CORPORATE DISCLOSURE, GOVERNANCE AND REGULATORY REQUIREMENTS
THAN YOU MAY BE FAMILIAR WITH IN THE UNITED STATES.

In addition to their smaller size, lesser liquidity and greater
volatility, Indian securities markets are less developed than U.S. securities
markets. Disclosure and regulatory standards are in many respects less stringent
than U.S. standards. Issuers in India are subject to accounting, auditing and
financial standards and requirements that differ, in some cases significantly,
from those applicable to U.S. issuers. In particular, the assets and profits
appearing on the financial statements of an Indian issuer may not reflect its
financial position or results of operations in the way they would be reflected
had such financial statements been prepared in accordance with U.S. generally
accepted accounting principles. There is substantially less publicly available
information about Indian issuers than there is about U.S. issuers.

There is less regulation and monitoring of Indian securities markets
and the activities of investors, brokers and other participants than in the
United States. Moreover, issuers of securities in India are not subject to the
same degree of regulation as are U.S. issuers with respect to such matters as
insider trading rules, tender offer regulation, shareholder proxy requirements
and the timely disclosure of information. There is also less publicly available
information about Indian companies than U.S. companies. See "Appendix C: The
Indian Securities Market."

Legal principles relating to corporate affairs and the validity of
corporate procedures, directors' fiduciary duties and liabilities and
shareholders' rights may differ from those that may apply in other
jurisdictions. Shareholders' rights under Indian law may not be as extensive as
those that exist under the laws of the United States.

The Fund may therefore have more difficulty asserting its rights as a
shareholder of an Indian company in which it invests than it would as a
shareholder of a comparable American company.

THE FUND MAY HAVE DIFFICULTY ENFORCING FOREIGN JUDGMENTS AGAINST INDIAN
COMPANIES OR ITS MANAGEMENT.

The Indian companies in which the Fund invests are primarily limited
liability companies incorporated under the laws of India. Generally, the
directors, executive officers and a substantial portion of the assets of such
companies are located in India. It may be difficult for the Fund to obtain a
judgment in a court outside the United States to the extent that there is a
default with respect to the security of an Indian issuer or with respect to any
other claim that the Fund may have against any such issuer or its directors and
officers. As a result, even if the Fund initiates a suit against the issuer in a
U.S. court, it may not be possible for the Fund to effect service of process in
India. Moreover, if the Fund obtains a judgment in a U.S. court, it may be
difficult to enforce such judgment in India as India is not a party to any
international treaty with respect to the recognition or enforcement of foreign
judgments. Provisions of Indian law regulate the enforcement of foreign
judgments and such laws contain broad exceptions. For example, an Indian court
would not enforce any foreign judgment if it viewed the amount of damages
awarded as excessive or inconsistent with Indian practice. A party seeking to
enforce a foreign judgment in India is also required to obtain approval from the
Reserve Bank of India to execute such judgment or to repatriate any amount
recovered outside of India.

INDIAN INVESTMENT RESTRICTIONS APPLICABLE TO THE FUND MAY HINDER ITS ABILITY TO
INVEST IN CERTAIN COMPANIES OR INDUSTRIES.

The Fund will invest in India as a sub-account of the Investment
Manager, which is registered as a foreign institutional investor with SEBI.
Under SEBI regulations applicable to foreign institutional investors and subject
to certain exceptions, total investments by foreign institutional investors and
their sub-accounts, taken together, in the primary and secondary Indian markets
may not exceed 24% of the equity capital or the value of each series of
convertible debentures of any Indian company in which they invest. The ceiling
would apply to the total holdings in any Indian Company of all foreign
institutional investors and their sub-accounts collectively in a given Indian
company. In addition, to this 24% overall investment limitation, no individual
foreign institutional investor, together with its sub-accounts, may generally
invest more than 10% of the equity capital of any Indian company.

In addition, a foreign institutional investor and its sub-accounts, may
not, with certain exceptions, hold more than 30% of their total investments in
the debt securities of Indian companies

Foreign institutional investors are also limited in their ability to
invest in certain industries, such as the print media. In such industries, there
is often a ceiling on total foreign holdings, against which holdings of foreign
institutional investors are counted. To the extent that the ceiling has been
reached in that industry, further investment by foreign institutional investors
may not be permitted.

Accordingly, the ability of the Fund to invest in certain companies may
be restricted, and there can be no assurance that additional restrictions on
investments permissible for foreign institutional investors will not be imposed
in the future. There can be no assurance that the foreign institutional investor
guidelines will not be amended, clarified, interpreted by judicial or
administrative ruling or superseded in the future in such a way that may
adversely affect the Fund. At present, registrations for foreign institutional
investors and their sub-accounts are granted for five-year periods and may be
renewed for further five-year periods with the prior approval of SEBI. Renewal
is required so long as a foreign institutional investor and its sub-accounts
continue to invest in Indian securities.

FOREIGN CURRENCY FLUCTUATIONS COULD ADVERSELY AFFECT THE FUND'S PERFORMANCE.

The Fund's assets will be invested principally in securities of Indian
issuers and substantially all of the income received by the Fund will be in
Indian rupees. However, the Fund will compute and distribute its income in U.S.
dollars, and the computation of income will be made on the date that the income
is earned by the Fund at the foreign exchange rate on that date. Therefore, if
the value of the Indian rupee falls relative to the U.S. dollar between the
earning of the income and the time at which the Fund converts the Indian rupees
to U.S. dollars, the Fund may be required to liquidate securities in order to
make distributions if the Fund has insufficient cash in U.S.

dollars to meet distribution requirements. See "Taxation" and "Dividends and
Distributions; Dividend Reinvestment and Cash Purchase Plan."

THE LIQUIDATION OF INVESTMENTS, IF REQUIRED, MAY HAVE AN ADVERSE IMPACT ON THE
FUND'S PERFORMANCE.

Since the Fund will invest primarily in securities denominated or
quoted in Indian rupees, changes in the U.S. dollar-Indian rupee exchange rate
will affect the dollar value of securities in the Fund's portfolio and the
unrealized appreciation or depreciation of investments. The exchange rate
between the Indian rupee and the U.S. dollar has changed substantially in the
last two decades and may fluctuate substantially in the future. On an annual
average basis, the Indian rupee declined against the U.S. dollar from 1980 until
2002. From April 1, 1999 until March 31, 2002, the rupee lost approximately 15%
of value relative to the U.S. dollar. From April 1, 2003 until March 31, 2004,
the value of the Indian rupee appreciated 7% in value relative to the U.S.
dollar.

Furthermore, the Fund may incur costs in connection with conversions
between U.S. dollars and Indian rupees. Foreign exchange dealers realize a
profit based on the difference between the prices at which they are buying and
selling various currencies. Thus, a dealer normally will offer to sell a foreign
currency to the Fund at one rate, while offering a lesser rate of exchange
should the Fund desire immediately to resell that currency to the dealer. The
Fund will conduct its foreign currency exchange transactions either at the spot
rate prevailing in the foreign currency exchange market or through entering into
forward, futures or options contracts to purchase or sell foreign currencies, if
available.

EXCHANGE CONTROLS IN INDIA MAY RESTRICT THE FUND'S ABILITY TO REPATRIATE
INVESTMENT.

The ability of the Fund to invest in Indian securities, exchange Indian
rupees into U.S. dollars and repatriate investment income, capital and proceeds
of sales realized from its investments in Indian securities is subject to the
Indian Foreign Exchange Management Act, 1999 and the rules, regulations and
notifications issued thereunder. See "Investment in India."

There can be no assurance that the Indian government in the future,
whether for purposes of managing its balance of payments or for other reasons,
will not impose restrictions on foreign capital remittances abroad or otherwise
modify the exchange control regime applicable to FIIs in such a way that may
adversely affect the ability of the Fund to repatriate its income and capital.
If for any reason the Fund is unable, through borrowing or otherwise, to
distribute an amount equal to substantially all of its investment company
taxable income (as defined for U.S. tax purposes, without regard to the
deduction for dividends paid) within the applicable time periods, the Fund would
cease to qualify for the favorable tax treatment afforded to regulated
investment companies under the U.S. Internal Revenue Code.

INVESTMENTS IN UNSEASONED AND SMALL AND MID-CAPITALIZATION INDIAN COMPANIES MAY
EXPOSE THE FUND TO GREATER INVESTMENT RISK.

While the Fund invests a substantial portion of its assets in the
securities of established Indian companies, it also may invest in the securities
of less seasoned and smaller and mid-capitalization Indian companies.
Investments in the securities of these companies may present greater
opportunities for growth but also involve greater risks than are customarily
associated with investments in securities of more established and larger
capitalized companies. The securities of less seasoned and smaller capitalized
companies are often traded in the over-the-counter market and have fewer market
makers and wider price spreads, which may in turn result in more abrupt and
erratic market price movements and make the Fund's investments more vulnerable
to adverse general market or economic developments than would investments only
in large, more established Indian companies. It is more difficult to obtain
information about less seasoned and smaller capitalization companies because
they tend to be less well known and have shorter operating histories and because
they tend not to have significant ownership by large investors or be followed by
many securities analysts. Additionally, these companies may have limited product
lines, markets or financial resources, or they may be dependent upon a limited
management group that may lack depth and experience. Investments in larger and
more established companies present certain advantages in that such companies
generally have greater financial resources, more extensive research and
development, manufacturing, marketing and service capabilities, more stability
and greater depth of management and technical personnel.

The Fund has not established any minimum capitalization or length of
operating history for the smaller, less seasoned issuers in whose securities it
may invest.

THE EXTENT TO WHICH THE FUND INVESTS IN HIGH YIELD/HIGH RISK AND UNRATED DEBT
MAY ADVERSELY AFFECT THE FUND'S PERFORMANCE.

The Fund has not established any rating criteria for the debt
securities in which it may invest and such securities may not be rated at all
for creditworthiness. Securities rated in medium to low rating categories by
nationally recognized statistical rating organizations and unrated securities of
comparable quality, or "high yield/high risk securities," are speculative with
respect to the capacity to pay interest and repay principal in accordance with
the terms of the security and generally involve a greater volatility of price
than securities in higher rated categories. These securities are commonly
referred to as "junk bonds," and credit ratings issued with respect to such
securities evaluate only the safety of principal and interest in respect of such
securities and not the risk of change in market value. In purchasing such
securities, the Fund will rely on the Investment Manager's analysis, judgment
and experience in evaluating the creditworthiness of an issuer of such
securities. The Investment Manager will take into consideration, among other
things, the issuer's financial resources, its operating history, its sensitivity
to economic conditions and trends, the quality of the issuer's management and
regulatory matters.

The market values of high yield/high risk securities tend to reflect
individual issuer developments to a greater extent than do higher rated
securities, which react primarily to fluctuations in the general level of
interest rates. Issuers of high yield/high risk securities may be highly
leveraged and may not have available to them more traditional methods of
financing. Therefore, the risks associated with acquiring the securities of such
issuers generally are greater than is the case with higher rated securities. For
example, during a sustained period of rising interest rates or an economic
downturn, issuers of high yield/high risk securities may be more likely to
experience financial stress, especially if such issuers are highly leveraged.
During such periods, service of debt obligations also may be adversely affected
by the issuer's inability to meet specific projected business forecasts,
specific issuer developments or the unavailability of additional financing. The
risk of loss due to default by the issuer is significantly greater for the
holders of high yield/high risk securities because such securities may be
unsecured and may be subordinated to other creditors of the issuer.

High yield/high risk securities may have redemption or call features
that would permit an issuer to repurchase the securities from the Fund. If a
call were exercised by the issuer during a period of declining interest rates,
the Fund in all likelihood would have to replace the called securities with
lower yielding securities, thus decreasing the net investment income to the Fund
and dividends to stockholders.

The Fund may have difficulty disposing of certain high yield/high risk
securities, as there may be a thin trading market for such securities. To the
extent that a secondary trading market for high yield/high risk securities does
exist, it is generally not as liquid as the secondary market for higher rated
securities. Reduced secondary market liquidity may have an adverse impact on
market price and the Fund's ability to dispose of particular issues when
necessary to meet the Fund's liquidity needs or in response to a specific
economic event, such as a deterioration in the creditworthiness of the issuer.
Reduced secondary market liquidity for certain high yield/high risk securities
may also make it more difficult for the Fund to obtain accurate market
quotations for purposes of valuing the Fund's portfolio. Market quotations are
generally available on many high yield/high risk securities only from a limited
number of dealers and may not necessarily represent firm bids of such dealers of
prices for actual sales. The Fund's board of directors or the Investment Manager
will carefully consider the factors affecting the market for high yield/high
risk securities in determining whether any particular security is liquid or
illiquid and whether current market quotations are readily available. Adverse
publicity and investor perceptions, which may not be based on fundamental
analysis, also may decrease the value and liquidity of high yield/high risk
securities, particularly in a thinly traded market. Factors adversely affecting
the market value of high yield/high risk securities are likely to adversely
affect the Fund's net asset value. In addition, the Fund may incur additional
expenses to the extent it is required to seek recovery upon a default on a
portfolio holding or to participate in the restructuring of the obligations.

The Fund may invest up to 20% of its total assets in illiquid
securities. Illiquid securities are securities that are not readily marketable.
The prices of such securities may change abruptly and erratically, and
investment of the Fund's assets in illiquid securities may restrict the ability
of the Fund to dispose of its investments in a timely fashion and at a price
approximating the value at which the Fund carries the securities on its books,
as well as restrict its ability to take advantage of market opportunities. The
risks associated with illiquidity will be particularly acute in situations in
which the Fund's operations require cash, such as when the Fund repurchases
shares or pays dividends or distributions, and could result in the Fund
borrowing to meet short-term cash requirements or incurring capital losses on
the sale of illiquid investments. Further, companies whose securities are not
publicly traded are not subject to the disclosure and other investor protection
requirements that would be applicable if their securities were publicly traded.

THE CONCENTRATION OF THE FUND'S INVESTMENTS IN SPECIFIC ECONOMIC SECTORS AND
RELATED INDUSTRIES MAY EXPOSE IT TO GREATER RISK OF LOSS WITH RESPECT TO ITS
PORTFOLIO SECURITIES.

THE FUND'S ABILITY TO SUCCESSFULLY HEDGE AGAINST FINANCIAL RISKS MAY ADVERSELY
AFFECT THE FUND'S NET ASSET VALUE.

The risks and special considerations of certain of the investment
practices in which the Fund may engage are described under "Investment Objective
and Policies" and "Additional Investment Activities." Hedging involves special
risks, including possible default by the other party to the transaction,
illiquidity and, to the extent the Investment Manager's view as to certain
market movements is incorrect, the risk that the use of hedging could result in
losses greater than if they had not been used. Use of put and call options could
result in losses to the Fund, force the sale or purchase of portfolio securities
at inopportune times or for prices higher than (in the case of put options) or
lower than (in the case of call options) current market values, or cause the
Fund to hold a security that it might otherwise sell. The use of currency
transactions could result in the Fund's incurring losses as a result of the
imposition of exchange controls, suspension of settlements or the inability to
deliver or receive a specified currency. The use of options and futures
transactions entails certain special risks. In particular, the variable degree
of correlation between price movements of futures contracts and price movements
in the related portfolio position of the Fund could create the possibility that
losses on the hedging instrument will be greater than gains in the value of the
Fund's position. In addition, futures and options markets could be illiquid in
some circumstances, and certain over-the-counter options could have no markets.
As a result, in certain markets, the Fund might not be able to close out a
position without incurring substantial losses. To the extent that the Fund
utilizes futures and options transactions for hedging, such transactions should
tend to minimize the risk of loss due to a decline in the value of the hedged
position and, at the same time, limit any potential gain to the Fund that might
result from an increase in value of the position. There is, however, no limit on
the amount of the Fund's assets that can be put at risk through the use of
futures contracts and options thereon, and the value of the Fund's futures
contracts and options thereon may equal or exceed 100% of the Fund's total
assets. Finally, the daily variation margin requirements for futures contracts
create a greater ongoing potential financial risk than would purchases of
options, in which case the exposure is limited to the cost of the initial
premium and transaction costs. Losses resulting from the use of hedging will
reduce the Fund's net asset value, and possibly income, and the losses can be
greater than if hedging had not been used. See "Appendix A: General
Characteristics and Risks of Hedging."

THE EXTENT TO WHICH THE FUND UTILIZES LEVERAGE TO HEDGE AGAINST FINANCIAL RISKS
MAY INCREASE ITS EXPENSES AND ADVERSELY AFFECT THE FUND'S PERFORMANCE.

assets. Leverage by the Fund creates an opportunity for increased return but, at
the same time, creates special risks. For example, leverage may exaggerate
changes in the net asset value of the common stock and in the return on the
Fund's portfolio. Although the principal of any leverage will be fixed, the
Fund's assets may change in value during the time the leverage is outstanding.
Leverage will create expenses for the Fund that can, during any period, exceed
the income from the assets acquired with the proceeds of the leverage.
Furthermore, an increase in interest rates could reduce or eliminate the
benefits of leverage and could reduce the value of the Fund's securities. The
Fund may also borrow by entering into reverse repurchase agreements, which will
subject the Fund to additional market risk as well as credit risks with respect
to the buyer of the securities under the agreement.

A CHANGE IN THE FUND'S TAX STATUS COULD ADVERSELY AFFECT THE FUND'S RETURN ON
ITS INVESTMENTS.

THE FUND'S SHARES HAVE TRADED AND MAY TRADE IN THE FUTURE AT A DISCOUNT TO NET
ASSET VALUE.

Although the Fund's shares of common stock have recently traded on the
NYSE at a premium to their net asset value, the Fund's shares have traded at a
discount to their net asset value in the past. There can also be no assurance
that the Fund's shares will trade at a premium in the future or that the present
premium is sustainable. The Fund's shares have traded at discounts of as much as
40% in the past five years.

Shares of closed-end investment companies have frequently trade at a
discount from their net asset values and initial offering price. This
characteristic of shares of a closed-end fund is a risk separate and distinct
from the risk that a fund's net asset value will decrease. The Fund cannot
predict whether its own shares will trade at, below or above net asset value.

THE FUND'S STATUS AS A "NON-DIVERSIFIED" INVESTMENT COMPANY MAY EXPOSE IT TO
GREATER RISK OF LOSS WITH RESPECT TO ITS PORTFOLIO SECURITIES.

The Fund is classified as a non-diversified investment company under
the U.S. Investment Company Act of 1940, as amended, which means that the Fund
is not limited in the proportion of its assets that may be invested in the
obligations of a single issuer. The Fund, however, intends to comply with the
diversification requirements imposed by the U.S. Internal Revenue Code for
qualification as a regulated investment company. Because the Fund is not limited
by the U.S. Investment Company Act of 1940, as amended for diversification
purposes, the Fund may invest a greater proportion of its assets in the
securities of a smaller number of issuers and, as a result, will be subject to
greater risk of loss with respect to its portfolio securities. See "Taxation"
and "Investment Restrictions."

THERE ARE NO FIXED LIMITATIONS REGARDING PORTFOLIO TURNOVER.

borne by the Fund and its stockholders, while a lower rate of portfolio turnover
involves correspondingly lower aggregate payments and stockholder expenses.

THE ANTI-TAKEOVER PROVISIONS IN THE FUND'S ARTICLES OF AMENDMENT AND RESTATEMENT
AND AMENDED AND RESTATED BY-LAWS MAY LIMIT YOUR ABILITY TO SELL YOUR SHARES AT A
PREMIUM.

The Fund's articles of amendment and restatement and amended and
restated bylaws, contain certain anti-takeover provisions that, among other
things, may have the effect of inhibiting the Fund's possible conversion to
open-end status and delaying or limiting the ability of other persons to acquire
control of the Fund. In certain circumstances, these provisions might also
inhibit the ability of holders of common stock to sell their shares at a premium
over prevailing market prices by discouraging a third party from seeking to
obtain control of the Fund. The Fund's board of directors has determined that
these provisions are in the best interests of stockholders generally.

THE OPERATING EXPENSES OF THE FUND ARE HIGHER THAN INVESTMENT COMPANIES THAT
INVEST PRIMARILY IN THE SECURITIES OF U.S. COMPANIES.

MANAGEMENT OF THE FUND

The names of the directors and principal officers of the Fund are set
forth below, together with their positions with the Fund and their principal
occupations during the past five years. None of the Fund's nonresident directors
has authorized an agent in the United States to receive notice.

Directors considered by the Fund to be "interested persons" (as defined
in the U.S. Investment Company Act of 1940, as amended) of the Fund or of the
Investment Manager:

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

Bryan McKigney* Director, Since Managing Director, Oppenheimer 2 None
90 Broad Street President 1999; term Asset Management Inc. (June
New York, NY 10004 and expires 2007 2003-Present); Managing
Age: 45 Chairman of Director (2000-June 2003) and
the Board Executive Director
(1993-2000), CIBC World
Markets Corp.; Managing
Director, CIBC Oppenheimer
Advisers, L.L.C. and
Advantage; President of The
Asia Tigers Fund, Inc.; and
formerly, Vice President and
Division Executive, Head of
Derivative Operations
(1986-1993)

------------
* Mr. McKigney is an "interested person" because he serves as Managing Director of Advantage and a director and/or officer of
affiliates of the Investment Manager.

Directors considered by the Fund not to be "interested persons" (as
defined in the U.S. Investment Company Act of 1940, as amended) of the Fund or
the Investment Manager:

Lawrence K. Becker Director Since Treasurer of The France Growth 11 None
8039 Harbor View Terrace and Member 2003; Fund, Inc. (February
Brooklyn, NY 11209 of the term 2004-Present); Private
Age: 48 Audit and expires Investor, Real Estate
Nominating 2006 Investment Management (July
Committees 2003-Present); Vice President,
Controller/Treasurer, National
Financial Partners
(2002-2003); Managing
Director,
Controller/Treasurer,
Oppenheimer Capital-PIMCO
(1981-2000)

Leslie H. Gelb Director Since President Emeritus, The 2 Britannica.com;
The Counsel on Foreign Relations and Member 1994; Council on Foreign Relations Director of 31
58 East 68th Street of the term (2003-Present); President, The registered
New York, NY 10021 Audit and expires Council on Foreign Relations investment
Age: 66 Nominating 2005 (1993-2003); Columnist companies
Committees (1991-1993); Deputy Editorial advised by
Page Editor (1985-1990) and Salomon
Editor, Op-Ed Page Brothers Asset
(1988-1990), THE NEW YORK Management.
TIMES.

J. Marc Hardy Director Since Managing Director, Mainstream 1 None
c/o Multiconsult Ltd. and Member 2002; Ltd. (independent financial
Frere Felix de Valois Street of the term advisor) and Value Investors
Port Louis, Mauritius Nominating expires Ltd. (private investment
Age: 49 Committee 2007 company).

Stephane R.F. Henry Director Since Managing Director, Premium 1 Boyer Allan
c/o Premium Asset Management Ltd. and Member 2004; Asset Management Ltd., India Fund Inc.
Jamalacs, Vieux Conseil Street of the term (1998-present).
Port Louis, Mauritius Nominating expires
Age: 37 Committee 2005

Luis F. Rubio Director Since President, Centro de 11 None
Jaime Balmes No. 11, D-2 and Member 1999; Investigacion para el
Los Morales, Polanco of the term Desarrollo, A.C. (Center of
Mexico, D.F. 11510 Audit and expires Research for Development)
Age: 48 Nominating 2005 (2002-Present); Director
Committees General, Centro de
Investigacion para el
Desarrollo, A.C. (1984-2002);
frequent contributor of op-ed
pieces to THE LOS ANGELES
TIMES and THE WALL STREET
JOURNAL.

Jeswald W. Salacuse Director Since Henry J. Braker Professor of 2 Director of 31
The Fletcher School and 1993; Commercial Law, The Fletcher registered
of Law & Diplomacy Chairman of term School of Law & Diplomacy investment
at Tufts University the Audit expires (1986-Present); Dean, The companies
Medford, MA 02155 and 2006 Fletcher School of Law & advised by
Age: 66 Nominating Diplomacy, Tufts University Salomon
Committees (1986-1994). Brothers Asset
Managerment.

The following table provides information concerning the number and
dollar range of equity securities owned beneficially by each director as of ,
2004:

AGGREGATE DOLLAR RANGE
DOLLAR RANGE OF OF EQUITY SECURITIES IN
EQUITY ALL FUNDS OVERSEEN BY
SECURITIES IN DIRECTOR AND ADVISED BY
NAME OF DIRECTOR THE FUND ADVANTAGE
------------------------ --------------- -----------------------
NON-INTERESTED DIRECTORS

Lawrence K. Becker None None
Leslie H. Gelb None None
J. Marc Hardy None None
Stephane R.F. Henry None None
Luis F. Rubio None None
Jeswald W. Salacuse $1 - 10,000 $1 - 10,000

INTERESTED DIRECTOR

Bryan McKigney* $1 - 10,000 $1 - 10,000

----------

* Mr. McKigney is an "interested person" because he serves as Managing
Director of Advantage and a director and/or officer of affiliates of the
Investment Manager.

As of , 2004, the holdings of no director or executive officer,
nor the directors and executive officers of the Fund as a group, represented
more than 1% of the outstanding shares of the Fund's common stock. As of and
during calendar years 2002 and 2003, no director who is not an "interested
person" of the Fund (as defined in the U.S. Investment Company Act of 1940, as
amended) nor any immediate family member of such persons, had any interest in
Advantage, Imperial or person or entity (other than the Fund) directly or
indirectly controlling, controlled by or under common control with Advantage or
Imperial.

RESPONSIBILITIES OF THE BOARD OF DIRECTORS

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

The board of directors has four regularly scheduled meetings each year
and additional meetings are scheduled as needed. In addition, the Board has an
audit committee and a nominating committee that meet periodically during the
year and whose responsibilities are described below.

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

OFFICERS

The executive officers of the Fund are chosen each year at the first
meeting of the board of directors of the Fund following the Annual Meeting of
Stockholders, to hold office until the meeting of the board of directors
following the next Annual Meeting of Stockholders and until their successors are
chosen and qualified. In addition to Mr. McKigney, the current executive
officers of the Fund are:

POSITIONS
HELD WITH LENGTH OF
NAME, ADDRESS AND AGE FUND TERM SERVED PRINCIPAL OCCUPATION DURING PAST 5 YEARS
---------------------- ---------- ----------- -----------------------------------------------------

Deborah Kaback Secretary Since 2003 Senior Vice President and Senior Counsel, Oppenheimer
200 Park Avenue Asset Management Inc. (June 2003-Present); Executive
24th Floor Director, CIBC World Markets Corp. (August 2001-June
New York, NY 10166 2003); Vice President and Senior Counsel, Oppenheimer
Age: 52 Funds, Inc. (November 1999-August 2001); Senior Vice
President and Deputy General Counsel, Oppenheimer
Capital (April 1989-November 1999).

Alan E. Kaye Treasurer Since 1999 Senior Vice President, Oppenheimer Asset Management
90 Broad Street Inc. (June 2003-Present) and Executive Director
New York, NY 10004 (1995-June 2003); CIBC World Markets Corp.; Vice
Age: 52 President, Oppenheimer & Co., Inc. (1986-1994).

BOARD COMMITTEES AND MEETINGS

The Fund's audit committee is composed entirely of directors who are
not "interested persons" of the Fund or of Advantage, Imperial or its affiliates
within the meaning of the U.S. Investment Company Act of 1940, as amended, and
who are "independent" as defined in the NYSE listing standards. Currently,
Messrs. Becker, Gelb, Rubio and Salacuse are members of the audit committee. The
audit committee convened six times during the fiscal year ended December 31,
2003. The principal functions of the audit committee are to appoint and retain
the Fund's independent accountants, to review with the independent accountants
the scope, performance and anticipated cost of their audit and to receive and
consider a report from the independent accountants concerning their conduct of
the audit, including the form of the opinion proposed to be rendered and any
comments or recommendations the independent accountants might want to make in
that connection. The board has determined that Mr. Becker will serve as the
"audit committee financial expert," as defined in Section 401(h) of Regulation
S-K. The Fund adopted an audit committee charter in February 2000, which was
most recently amended and restated in December 2003.

The nominating committee is composed entirely of directors who are not
"interested persons" of the Fund, Advantage or of Imperial or its affiliates
within the meaning of the U.S. Investment Company Act of 1940, as amended, and
who are "independent" as defined in the NYSE listing standards. Currently
Messrs. Becker, Hardy, Henry, Gelb, Rubio and Salacuse are members of the
nominating committee. This Committee met one time during the fiscal year ended
December 31, 2003. The principal function of the nominating committee is to
select and nominate persons for election as directors of the Fund. The Fund
adopted a nominating committee charter in December 2003.

In identifying and evaluating nominees, the nominating committee
considers factors it deems relevant which include: whether or not the person is
qualified under applicable laws and regulations to serve on the board of
directors of the Fund; whether or not the person has any relationship that might
impair his or her independence; whether or not the person serves on boards of
competing organizations or funds; the character and integrity of the person and
the contribution which the person can make to the board. The nominating
committee will accept

nominations for the office of director made by Fund stockholders. Stockholders
who wish to recommend a nominee should send nominations to the secretary of the
Fund that include biographical information and set forth the qualifications of
the proposed nominee.

During the fiscal year ended December 31, 2003, the board of directors
held four regular meetings and five special meetings.

COMPENSATION OF DIRECTORS AND CERTAIN OFFICERS

The following table provides information concerning the approximate
compensation paid to directors and certain officers by the Fund as well as by
the various other U.S. registered investment companies advised by Advantage,
Imperial or an affiliate of Advantage during the fiscal year ended December 31,
2003. No remuneration was paid during the fiscal year ended December 31, 2003 by
the Fund to Mr. McKigney who, as an officer or employee of Advantage and
Oppenheimer Asset Management Inc., is an "interested person," as defined under
the U.S. Investment Company Act of 1940, as amended. The Fund does not provide
any pension or retirement benefits to directors.

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

Directorships (A) Directorships (A)
Lawrence K. Becker $ 2,050 $ 19,600 (1) $ 21,650 (11)
Leslie H. Gelb $ 5,850 $ 6,800 (1) $ 12,650 (2)
J. Marc Hardy $ 6,600 $ 0 $ 6,600 (1)
Stephane R.F. Henry (B) $ 0 $ 0 $ 0 (1)
Luis F. Rubio $ 6,350 $ 75,200 (1) $ 81,550 (11)
Jeswald W. Salacuse $ 7,150 $ 8,000 (1) $ 15,150 (2)

----------
(A) The numbers in parentheses indicate the applicable number of funds in the fund complex held by that
director (including the Fund).

(B) Mr. Henry was first elected as a director in February 2004.

CODE OF ETHICS

The Fund's Board of Directors approved a code of ethics, as amended,
under Rule 17j-1 of the U.S. Investment Company Act of 1940, as amended. Subject
to certain conditions and restrictions, each code of ethics permits directors,
officers and other personnel subject to its provisions to invest in securities,
including securities that may be purchased or held by the Fund.

The code of ethics can be reviewed and copied at the SEC's Public
Reference Room in Washington, D.C. Information about the operation of the Public
Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The code of
ethics is available on the EDGAR database on the SEC's website at
http://www.sec.gov. Copies may also be obtained, after paying a duplicating fee,
by electronic request to "publicinfo@sec.gov" or by writing to the SEC's Public
Reference Section, Washington, D.C. 20549-0102.

PROXY VOTING POLICIES AND PROCEDURES

The Fund has adopted the Investment Manager's policies and procedures
with respect to the voting of proxies related to portfolio securities. These
proxy voting policies and procedures delegate to the Investment Manager the
responsibility for voting proxy securities, subject to the board of directors'
continuing oversight. A copy of the Fund's proxy voting policies and procedures
is included in the Statement of Additional Information, which is available
without charge by calling the Fund at (800) 421-4777.

Information regarding how the Fund voted proxies relating to portfolio
securities for the 12-month period ended June 30, 2004 will be available after
such date, without charge, by calling 800-421-4777 or on the SEC's website at
http://www.sec.gov.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

As of June 22, 2004, there were 23,302,828 shares of common stock and
no shares of preferred stock of the Fund outstanding. The following table sets
forth the beneficial ownership of shares of the Fund, as of , 2004, by each
person (including any group) known to the Fund to be deemed to be the beneficial
owner of more than 5% of the outstanding shares of the Fund:

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

Barclays Global Investors, N.A. (1) 911,101 3.89%
45 Fremont Street
San Francisco, CA 94105

Barclays Global Investors, Ltd. (1) 707,903 3.02%
Murray House
1 Royal Mint Court
London EC3N 4HH
United Kingdom

Barclays Life Assurance Company Limited (1) 5,017 0.02%
Unicorn House, 5th Floor
252 Romford Road, Forest Gate
London 37 9JB
United Kingdom

----------
(1) Based solely upon information presented in Schedule 13G, providing information as
of December 31, 2003, filed jointly by the above-listed entities, which, in each
case, reports sole voting and dispositive power as to all such shares. Each such
entity disclaims membership in a group. The aggregate ownership of the above-listed
entities is equal to 6.93%.

In addition, as of , 2004, Cede & Co., a nominee for participants
in The Depository Trust Company, held of record shares, equal to % of the
outstanding shares of the Fund.

PORTFOLIO TRANSACTIONS

The Fund has no obligation to deal with any brokers or dealers in the
execution of transactions in portfolio securities. Subject to policy established
by the Fund's board of directors, the Investment Manager is primarily
responsible for the Fund's portfolio decisions and the initiation of the Fund's
portfolio transactions.

In placing orders, it is the policy of the Fund to obtain the best
results taking into account the general execution and operational facilities of
the broker or dealer, the type of transaction involved and other factors such as
the risk of the broker or dealer in positioning the securities involved. While
generally the best price is sought in placing orders, the Fund may not
necessarily be paying the lowest price available. Securities firms that provide
supplemental research to the Investment Manager or the Country Adviser may
receive orders for transactions by the Fund. In these circumstances, as
contemplated by Section 28(e) of the U.S. Securities Exchange Act of 1934, as
amended, the Fund may pay commissions that are higher than those that the Fund
might otherwise have paid to another broker if those services had not been
provided. Information so received will be in addition to and not in lieu of the
services that the Investment Manager and the Country Adviser must perform under
their respective agreements, and the expenses of the Investment Manager or the
Country Adviser will not necessarily be reduced as a result of the receipt of
such supplemental information. The Investment Manager and the Country Adviser
may use

the research services furnished to them by brokers who effect securities
transactions for the Fund in servicing other investment companies and accounts
that they manage. Similarly, the Investment Manager and the Country Adviser may
use the research services furnished to them by those brokers in servicing the
Fund. The Investment Manager and the Country Adviser do not use all of these
research services in managing any particular account, including the Fund. To the
extent that any services are provided by other NYSE members, the Fund has
determined that the commissions and fees with respect to those transactions are
fair and reasonable pursuant the Rule 17e-1 under the U.S. Investment Company
Act of 1940, as amended.

The Fund anticipates that, in connection with the execution of
portfolio transactions on its behalf, affiliated persons (as such term is
defined in the U.S. Investment Company Act of 1940, as amended) of the Fund, or
affiliated persons of such persons, may from time to time be selected to perform
brokerage services for the Fund, subject to the considerations discussed above.
The U.S. Investment Company Act of 1940, as amended prohibits such affiliated
persons from dealing with the Fund as principal in the purchase or sale of
securities. In order for such an affiliated person to be permitted to effect any
portfolio transactions for the Fund, the commissions, fees or other remuneration
received by such affiliated person must be reasonable and fair compared to the
commissions, fees or other remuneration received by other brokers in connection
with comparable transactions involving similar securities being purchased or
sold on a securities exchange during a comparable period of time. This standard
would allow such an affiliated person to receive no more than the remuneration
that an unaffiliated broker would expect to be receive in a commensurate
arm's-length transaction.

The Investment Manager makes investment decisions or recommendations
for the Fund independently from those rendered for other funds and accounts that
they advise or manage. The other funds and accounts that the Investment Manager
advises or manages may also invest in the same securities as the Fund. If those
funds or accounts are prepared to invest in, or desire to dispose of, the same
security at the same time as the Fund, however, transactions in such securities
will be made, insofar as feasible, for the respective funds and accounts in a
manner deemed equitable to all. In some cases, this procedure may adversely
affect the size of the position obtained for or disposed of by the Fund or the
price paid or received by the Fund. In addition, because of different investment
objectives, a particular security may be purchased for one or more funds or
accounts when one or more funds or accounts are selling the same security.

Although the management agreement does not contain any restrictions on
portfolio turnover, the Fund's policy is not to engage in transactions with the
objective of seeking profits from short-term trading. It is expected that the
annual portfolio turnover rate of the Fund will not exceed 150%. The portfolio
turnover rate is calculated by dividing the lesser of sales or purchases of
portfolio securities by the average monthly value of the Fund's portfolio
securities. For purposes of this calculation, portfolio securities exclude all
securities having a maturity when purchased of one year or less. Higher
portfolio turnover involves correspondingly higher transaction costs and may
result in greater amounts of short-term capital gains, which are taxed to
stockholders as ordinary income when distributed. See "Taxation--The Fund."

For the fiscal years ended December 31, 2003, 2002 and 2001, the Fund
paid commissions for the execution of its portfolio transactions amounting in
the aggregate to $1,483,875, $1,276,490 and $630,039, respectively.

SEMI-ANNUAL REPURCHASES OF SECURITIES

GENERAL

Under the U.S. Investment Company Act of 1940, as amended, the Fund may
repurchase its securities:

o on a securities exchange or such other open market designated
by the SEC (so long as the Fund has, in the case of purchases
of its stock, informed holders of the class of stock involved
within the preceding six months of its intention to repurchase
such stock);

o by a tender offer open to all holders of the class of
securities involved; or

o as otherwise permitted by the SEC, including, for example, by
electing for an interval fund structure.

In April 2003, stockholders of the Fund voted to adopt an "interval
fund" structure, pursuant to which the Fund conducts semi-annual repurchase
offers for between 5% and 25% of the Fund's outstanding common stock.
Accordingly, the Fund's board of directors authorized the Fund's two previous
repurchase offers of up to 15% and 5%, respectively, of its outstanding common
stock. See "--Procedures Relating to Semi-Annual Repurchase Offers." The Fund
currently intends to fund repurchase offers by using cash on hand and
liquidating portfolio securities and does not intend to make additional
discretionary repurchase offers.

If the Fund repurchases its shares of common stock for a price below
their net asset value, the net asset value of those shares of common stock that
remain outstanding would be enhanced, but this does not necessarily mean that
the market price of those outstanding shares would be affected, either
positively or negatively. Repurchases of shares of common stock by the Fund
would also decrease its total assets and accordingly may increase its expenses
as a percentage of average net assets. Further, interest on any borrowings to
finance any such share repurchase transactions would reduce the Fund's net
income.

FUNDAMENTAL POLICY REGARDING SEMI-ANNUAL REPURCHASE OFFERS

The Fund's fundamental policy with respect to repurchase offers is as
follows:

o The Fund will make offers to repurchase its shares at semi-annual
intervals pursuant to Rule 23c-3 under the U.S. Investment Company
Act of 1940, as amended, and the Fund's board of directors may
place such conditions and limitations on the repurchase offers as
may be permitted under Rule 23c-3;

o 14 days prior to the last Friday of each of the Fund's first and
third fiscal quarters (or the next business day if such Friday is
not a business day) will be the deadline, which we refer to as the
"repurchase request deadline," by which the Fund must receive
repurchase requests submitted by stockholders in response to the
repurchase offer;

o The date on which the repurchase price for shares is to be
determined shall occur no later than the last Friday of each of the
Fund's first and third fiscal quarters, or the next business day if
such Friday is not a business day; and

o Repurchase offers may be suspended or postponed only under certain
circumstances as provided for in Rule 23c-3 under the U.S.
Investment Company Act of 1940, as amended.

The foregoing policy cannot be changed without stockholder approval.

PROCEDURES RELATING TO SEMI-ANNUAL REPURCHASE OFFERS

As noted above, in April 2003, stockholders of the Fund voted to adopt
an "interval fund" structure, pursuant to which the Fund conducts semi-annual
repurchase offers for between 5% and 25% of the Fund's outstanding common stock.
Prior to each repurchase offer, the board of directors, in the exercise of its
fiduciary duties, will determine the number of shares subject to the repurchase
offer based upon such considerations as market demand and the Fund's net asset
value per share. If a repurchase offer is over-subscribed, the Fund may, but is
not obligated to, either:

o repurchase all additional shares tendered if the additional shares
do not exceed 2% of the Fund's outstanding common stock; or

o purchase all shares tendered on a pro rata basis.

All shares tendered may by withdrawn at any time prior to the repurchase request
deadline in accordance with certain procedures.

Repurchase prices are set at a price equal to the net asset value of
the Fund as of a specified date that occurs after the repurchase request
deadline. The Fund charges a repurchase fee of up to 2% of the value of the
shares that are repurchased. Payment for tendered shares is distributed within
one week thereafter. All repurchase offer materials are mailed to stockholders
of record before commencement of the repurchase offer. Stockholders whose shares
are held in the name of a broker, dealer, commercial bank, trust company or
other nominee should contact such firm if they desire to tender their shares in
the repurchase offer.

During repurchase offers, net asset value per share is calculated as of
the close of regular trading on the NYSE each Friday and each of the five
business days preceding the repurchase request deadline. Stockholders who wish
to obtain the net asset value during this period should contact the Fund's
information agent for the repurchase offer.

UPCOMING SEMI-ANNUAL REPURCHASE OFFER

The Fund intends to launch its next semi-annual tender offer on August
20, 2004, at which time it will offer to repurchase 5% of its outstanding common
stock. The deadline for participating in the repurchase offer will be September
10, 2004, and the repurchase offer pricing date will be September 17, 2004.
Materials relating to this repurchase offer will be mailed to stockholders on or
about August 20, 2004.

See "Taxation--U.S. Stockholders--Dispositions and Repurchases."

DIVIDENDS AND DISTRIBUTIONS; DIVIDEND REINVESTMENT
AND CASH PURCHASE PLAN

The Fund intends to distribute annually to stockholders substantially
all of its net investment income and to distribute any net realized capital
gains at least annually. Net investment income for this purpose is income other
than net realized long-and short-term capital gains net of expenses.

Pursuant to the Fund's dividend reinvestment and cash purchase plan,
which we refer to as the "plan," stockholders whose shares of common stock are
registered in their own names will be deemed to have elected to have all
distributions automatically reinvested by PFPC Inc., which serves as the plan
agent, in Fund shares pursuant to the plan, unless such stockholders elect to
receive distributions in cash. Stockholders who elect to receive distributions
in cash will receive all distributions in cash paid by check in dollars mailed
directly to the stockholders by the dividend paying agent. In the case of
stockholders, such as banks, brokers or nominees, that hold shares for others
who are beneficial owners, the plan agent will administer the plan on the basis
of the number of shares certified from time to time by the stockholders as
representing the total amount registered in such stockholders' names and held
for the account of beneficial owners that have not elected to receive
distributions in cash. Investors that own shares registered in the name of a
bank, broker or other nominee should consult with such nominee as to
participation in the plan through such nominee, and may be required to have
their shares registered in their own names in order to participate in the plan.

The plan agent serves as agent for the stockholders in administering
the plan. If the directors of the Fund declare an income dividend or a capital
gains distribution payable either in the Fund's common stock or in cash,
nonparticipants in the plan will receive cash and participants in the plan will
receive common stock, to be issued by the Fund or purchased by the plan agent in
the open market. If the market price per share on the valuation date equals or
exceeds net asset value per share on that date, the Fund will issue new shares
to participants at net asset value, except if the net asset value is less than
95% of the market price on the valuation date, in which case such shares will
then be issued at 95% of the market price. The valuation date will be the
dividend or distribution payment date or, if that date is not a NYSE trading
day, the next preceding trading day. If the net asset value exceeds the market
price of Fund shares at such time, or if the Fund should declare an income
dividend or capital gains distribution payable only in cash, the plan agent
will, as agent for the participants, buy Fund shares in the open market, on the
NYSE or elsewhere, for the participants' accounts on, or shortly after, the
payment date. If, before the plan agent has completed its purchases, the market
price exceeds the net asset value of a Fund share, the average per-share
purchase price paid by the plan agent may exceed the net asset value of the
Fund's shares, resulting in the acquisition of fewer shares than if the
distribution had been paid in shares issued by the Fund on the dividend payment
date. Because of the foregoing difficulty with respect to open-market purchases,
the plan provides that if

the plan agent is unable to invest the full dividend amount in open-market
purchases during the purchase period or if the market discount shifts to a
market premium during the purchase period, the plan agent will cease making
open-market purchases and will receive the uninvested portion of the dividend
amount in newly issued shares at the close of business on the last purchase
date.

Participants have the option of making additional cash payments to the
plan agent annually in any amount from $100 to $3,000 for investment in the
Fund's common stock. The plan agent will use all such funds received from
participants to purchase Fund shares in the open market on or about February 15
of each year. Any voluntary cash payment received more than 30 days prior to
this date will be returned by the plan agent, and interest will not be paid on
any uninvested cash payment. To avoid unnecessary cash accumulations and also to
allow ample time for receipt and processing by the plan agent, it is suggested
that participants send in voluntary cash payments to be received by the plan
agent approximately 10 days before an applicable purchase date specified above.
A participant may withdraw a voluntary cash payment by written notice if the
notice is received by the plan agent not less than 48 hours before such payment
is to be invested.

The plan agent maintains all stockholder accounts in the plan and
furnishes written confirmations of all transactions in an account, including
information needed by stockholders for personal and tax records. Shares in the
account of each plan participant will be held by the plan agent in the name of
the participant, and each stockholder's proxy will include those shares
purchased pursuant to the plan.

There is no charge to participants for reinvesting dividends or capital
gains distributions or voluntary cash payments. The Fund will pay the plan
agent's fees for the reinvestment of dividends and capital gains distributions
and voluntary cash payments. There will be no brokerage charges with respect to
shares issued directly by the Fund as a result of dividends or capital gains
distributions payable either in stock or in cash. However, each participant will
pay a pro rata share of brokerage commissions incurred with respect to the plan
agent's open market purchases in connection with the reinvestment of dividends
and capital gains distributions and voluntary cash payments made by the
participant. Brokerage charges for purchasing small amounts of stock for
individual accounts through the plan are expected to be less than the usual
brokerage charges for such transactions, because the plan agent will be
purchasing stock for all participants in blocks and prorating the lower
commission thus attainable.

The receipt of dividends and distributions under the plan will not
relieve participants of any income tax which may be payable on such dividends or
distributions. See "Taxation."

Experience under the plan may later indicate that changes in the plan
are desirable. Accordingly, the Fund and the plan agent reserve the right to
terminate the plan as applied to any voluntary cash payments made and any
dividend or distribution paid subsequent to notice of the termination sent to
members of the plan at least 30 days before the record date for such dividend or
distribution. The plan also may be amended by the Fund or the plan agent, but
(except when necessary or appropriate to comply with applicable law, rules or
policies of a regulatory authority) only by at least 30 days' written notice to
participants in the plan. All correspondence concerning the plan should be
directed to the plan agent at P.O. Box 43027, Westborough, Massachusetts 43027
(telephone: (508) 871-8500).

TAXATION

The following is a general summary of certain United States federal
income tax considerations affecting the Fund and its stockholders. It is not
expected that stockholders will be subject to the alternative minimum tax as a
result of their investment in the Fund. No attempt is made to present a detailed
explanation of all federal, state, local and foreign income tax considerations,
and this discussion is not intended as a substitute for careful tax planning.
Accordingly, potential investors are urged to consult their own tax advisors
regarding an investment in the Fund. This summary reflects applicable tax laws
as of the date of this prospectus, which tax laws may be changed or subject to
new interpretations by the courts of the U.S. Internal Revenue Service (the
"IRS"), retroactively or prospectively.

THE FUND

The Fund has qualified as and intends to continue to qualify as a
"regulated investment company" for federal income tax purposes under the U.S.
Internal Revenue Code. In order to so qualify, the Fund must, among other
things, (a) derive in each taxable year at least 90% of its gross income from
dividends, interest, payments with respect to loans of securities, gains from
the sale or other disposition of stock or securities or foreign currencies, or
other income derived with respect to its business of investing in such stock,
securities or currencies (including, but not limited to, gains from options,
futures or forward contracts) and (b) diversify its holdings so that, at the end
of each quarter of each taxable year, (i) at least 50% of the value of the
Fund's assets is represented by cash, cash items, U.S. Government securities,
securities of other regulated investment companies, and other securities which,
with respect to any one issuer, do not represent more than 5% of the value of
the Fund's assets nor more than 10% of the voting securities of such issuer, and
(ii) not more than 25% of the value of the Fund's assets is invested in the
securities (other than U.S. government securities or the securities of other
regulated investment companies) of any one issuer, or any two or more issuers
that the Fund controls and that are engaged in the same, similar or related
trades or businesses.

If the Fund qualifies as a regulated investment company and distributes
to its stockholders at least 90% of its investment company taxable income (as
that term is defined in the U.S. Internal Revenue Code, without regard to the
deduction for dividends paid), then the Fund will not be subject to federal
income tax on the income so distributed. However, the Fund would be subject to
corporate income tax at a rate of 35% on any undistributed income. Investment
company taxable income includes dividends, interest, and net short-term capital
gains in excess of net long-term capital losses, but does not include "net
capital gain," which is net long-term capital gains in excess of net short-term
capital losses. If in any year the Fund should fail to qualify as a regulated
investment company, the Fund would be subject to federal income tax in the same
manner as an ordinary corporation, and distributions to stockholders would be
taxable to such holders as ordinary dividend income to the extent of the
earnings and profits of the Fund. Such distributions generally would be eligible
(i) to be treated as "qualified dividend income" (as discussed below) in the
case of individual stockholders and (ii) for the dividends-received deduction in
the case of corporate stockholders. Distributions in excess of earnings and
profits will be treated as a tax-free return of capital, to the extent of a
holder's basis in its shares, and any excess, as a long- or short-term capital
gain. In addition, the Fund will be subject to a nondeductible 4% excise tax on
the amount by which the aggregate income it distributes in any calendar year is
less than the sum of: (a) 98% of the Fund's ordinary income for such calendar
year, (b) 98% of the excess of capital gains over capital losses for the
one-year period ending on October 31 of such year, and (c) 100% of the
undistributed ordinary income and gains from prior years. For these purposes,
the Fund will be deemed to have distributed any income or gains on which it paid
corporate income tax.

The Fund intends to distribute sufficient income so as to avoid both
corporate income tax and the excise tax.

The Fund may engage in hedging involving foreign currencies, forward
contracts, options and futures contracts (including options and futures
contracts of foreign currencies). See "Additional Investment
Activities--Hedging." Such transactions will be subject to special provisions of
the U.S. Internal Revenue Code that, among other things, may affect the
character of gains and losses realized by the Fund (that is, may affect whether
gains or losses are ordinary or capital), accelerate recognition of income to
the Fund and defer recognition of certain of the Fund's losses. These rules
could therefore affect the character, amount and timing of distributions to
stockholders. In addition, these provisions (1) will require the Fund to
"mark-to-market" certain types of positions in its portfolio (that is, treat
them as if they were closed out) and (2) may cause the Fund to recognize income
without receiving cash with which to pay dividends or make distributions in
amounts necessary to satisfy the distribution requirements for avoiding income
and excise taxes. The Fund intends to monitor its transactions, will make the
appropriate tax elections and will make the appropriate entries in its books and
records when it acquires any forward contract, option, futures contract, or
hedged investment in order to mitigate the effect of these rules and prevent
disqualification of the Fund as a regulated investment company.

The Fund will maintain accounts and calculate income by reference to
the U.S. dollar for U.S. federal income tax purposes. Investments generally will
be maintained and income therefrom calculated by reference to certain foreign
currencies and such calculations will not necessarily correspond to the Fund's
distributable income and capital gains for U.S. federal income tax purposes as a
result of fluctuations in currency exchange rates. Under

Section 988 of the U.S. Internal Revenue Code, gains or losses attributable to
fluctuations in exchange rates between the time the Fund accrues income or
receivables or expenses or other liabilities denominated in a foreign currency
and the time the Fund actually collects such income or receivables or pays such
liabilities are generally treated as ordinary income or loss. Similarly, gains
or losses on foreign currency forward contracts and the disposition of debt
securities denominated in foreign currency, to the extent attributable to
fluctuations in exchange rates between the acquisition and disposition dates,
are also treated as ordinary income or loss.

Furthermore, exchange control regulations may restrict the ability of
the Fund to repatriate investment income or the proceeds of sales of securities.
These restrictions and limitations may limit the Fund's ability to make
sufficient distributions to satisfy the 90% distribution requirement and avoid
the 4% excise tax.

The tax treatment of certain investments of the Fund is not free from
doubt and it is possible that an IRS examination of the issuers of such
securities or of the Fund could result in adjustments to the income of the Fund.
An upward adjustment by the IRS to the income of the Fund may result in the
failure of the Fund to satisfy the 90% distribution requirement necessary for
the Fund to maintain its status as a regulated investment company under the U.S.
Internal Revenue Code. In such event, the Fund may be able to make a "deficiency
dividend" distribution to its stockholders with respect to the year under
examination to satisfy this requirement. Such distribution will be taxable as a
dividend to the stockholders receiving the distribution (whether or not the Fund
has sufficient current or accumulated earnings and profits for the year in which
such distribution is made) in the taxable year in which such dividends are
received. A downward adjustment by the IRS to the income of the Fund may cause a
portion of the previously made distribution with respect to the year under
examination not to be treated as a dividend. In such event, the portion of
distributions to each stockholder not treated as a dividend would be
recharacterized as a return of capital and reduce the stockholder's basis in the
shares held at the time of the previously made distributions. Accordingly, this
reduction in basis could cause a stockholder to recognize additional gain upon
the sale of such stockholder's shares.

The Fund intends to make investments which may, for federal income tax
purposes, constitute investments in shares of foreign corporations. If the Fund
purchases shares in certain foreign investment entities, called "passive foreign
investment companies" ("PFICs"), the Fund may be subject to U.S. federal income
tax on a portion of any "excess distribution" or gain from the disposition of
the shares even if the income is distributed as a taxable dividend by the Fund
to its stockholders. The Fund will generally not be able to pass through to its
stockholders any credit or deduction for this tax. Additional charges in the
nature of interest may be imposed with respect to deferred taxes arising from
the distributions or gains. If the Fund were to invest in a PFIC and (if the
Fund received the necessary information available from the PFIC, which may be
difficult to obtain) elected to treat the PFIC as a "qualified electing fund"
under the U.S. Internal Revenue Code, in lieu of the foregoing requirements, the
Fund would generally be required to include in income each year a portion of the
ordinary earnings and net capital gains of the PFIC, even if not distributed to
the Fund, and the amounts would be subject to the 90% and calendar year
distribution requirements described above.

Alternatively, the Fund may elect to "mark-to-market" any stock in a
PFIC it owns at the end of its taxable year. "Marking-to-market," in this
context, means including in ordinary income for each taxable year the excess, if
any, of the fair market value of the stock over the Fund's adjusted basis
therein as of the end of that year. Pursuant to the election, the Fund also may
deduct (as an ordinary, not capital, loss) the excess, if any, of its adjusted
basis in PFIC stock over the fair market value thereof as of the taxable
year-end, but only to the extent of any net mark-to-market gains with respect to
that stock the Fund included in income for prior taxable years under the
election. The Fund's adjusted basis in each PFIC's stock subject to the election
would be adjusted to reflect the amounts of income included and deductions taken
thereunder. Any income recognized by the Fund pursuant to the "mark-to-market"
election would be subject to the 90% and calendar year distribution requirements
described above.

U.S. STOCKHOLDERS

DISTRIBUTIONS. Distributions to stockholders of investment company
taxable income will, except in the case of distributions attributable to
"qualified dividend income" described below, be taxable as ordinary income to
the extent of the Fund's earnings and profits, whether such distributions are
paid in cash or reinvested in additional shares. It is not anticipated that a
significant portion of such dividends, if any, will qualify for the
dividends-received deduction generally available for corporate stockholders
under the U.S. Internal Revenue Code.

Stockholders receiving distributions from the Fund in the form of additional
shares pursuant to the dividend reinvestment plan will generally be treated for
federal income tax purposes as receiving a distribution in an amount equal to
the fair market value of the additional shares on the date of such a
distribution. Consequently, if the number of shares distributed reflects a
market premium, the amount distributed to stockholders participating in the plan
would exceed the amount of the cash distributed to nonparticipating
stockholders.

For taxable years beginning on or before December 31, 2008,
distributions of investment company taxable income that are designated by the
Fund as derived from "qualified dividend income" are taxed to individual
stockholders at the rates applicable to long-term capital gain, which reach a
maximum of 15%. Qualified dividend income includes dividends received from
foreign corporations only if such corporations are "qualified foreign
corporations" and the Fund meets holding period and other requirements with
respect to its investment in such corporations. The Fund will not be able to
pass through to any stockholder the tax treatment of qualified dividend income
(namely, that such income will be taxed at long-term capital gain rates) unless
that stockholder also meets the same holding period and other requirements with
respect to its investment in stock of the Fund. A foreign corporation is a
"qualified foreign corporation" if it is (i) eligible for benefits of a
comprehensive income tax treaty with the United States that the United States
Treasury Department determines is satisfactory for this purpose and that
includes an exchange of information program or (ii) any other foreign
corporation with respect to any dividend paid by such corporation if the stock
with respect to which such dividend is paid is readily tradable on an
established securities market in the United States. The United States Treasury
Department has issued a notice indicating that the income tax convention between
the United States and India currently in effect (the "Convention") satisfies the
requirements described in clause (i) of the preceding sentence. Accordingly,
dividends paid by Indian corporations that are eligible for the benefits of the
Convention will generally be eligible to be passed through to Fund stockholders
as qualified dividend income. Dividends paid by PFICs, however, will not be
treated as qualified dividend income. The provisions of the U.S. Internal
Revenue Code applicable to qualified dividend income and the 15% maximum
individual tax rate on long-term capital gains are currently effective through
2008. Thereafter, qualified dividend income will no longer be taxed at the rates
applicable to long-term capital gains, and the maximum individual tax rate on
long-term capital gains will increase to 20%, unless Congress enacts legislation
providing otherwise.

Distributions to stockholders of net capital gain that are designated
by the Fund as "capital gain dividends" will be taxable as long-term capital
gains, whether paid in cash or additional shares, regardless of how long the
shares have been held by such stockholders. Capital gain dividends will not be
eligible for the dividends-received deduction. The current maximum federal
income tax rate imposed on individuals with respect to long-term capital gains
is limited to 15%, whereas the current maximum federal income tax rate imposed
on individuals with respect to ordinary income (and short-term capital gains,
which are taxed at the same rates as ordinary income) is 35%. With respect to
corporate taxpayers, long-term capital gains are currently taxed at the same
federal income tax rates as ordinary income and short-term capital gains.

A distribution to a stockholder of an amount in excess of the Fund's
current and accumulated earnings and profits will be treated by the stockholder
as a return of capital which is applied against and reduces the stockholder's
basis in his shares. To the extent that the amount of any such distribution
exceeds the stockholder's basis in its shares, the excess will be treated by the
stockholder as gain from a sale or exchange of the shares.

The Fund may elect to retain its net capital gain or a portion thereof
for investment and be taxed at corporate rates on the amount retained. In such
case, it may designate the retained amount as undistributed capital gains in a
notice to its stockholders, who will be treated as if each received a
distribution of its pro rata share of such gain, with the result that each
stockholder will (i) be required to report his pro rata share of such gain on
his tax return as long-term capital gain, (ii) receive a refundable tax credit
for his pro rata share of tax paid by the Fund on the gain and (iii) increase
the tax basis for his shares by an amount equal to the deemed distribution less
the tax credit.

Dividends and distributions by the Fund are generally taxable to the
stockholders at the time the dividend or distribution is made (even if paid or
reinvested in additional shares). Any dividend declared by the Fund in October,
November or December of any calendar year, however, which is payable to
stockholders of record on a specified date in such a month and which is not paid
on or before December 31 of such year will be treated as paid

by the Fund and received by the stockholders as of December 31 of such year,
provided that the dividend is paid during January of the following year.

A notice detailing the tax status of dividends and distributions paid
by the Fund will be mailed annually to the stockholders of the Fund.

DISPOSITIONS AND REPURCHASES. Gain or loss, if any, recognized on the
sale or other disposition of shares of the Fund will be taxed as capital gain or
loss if the shares are capital assets in the stockholder's hands. Generally, a
stockholder's gain or loss will be a long-term gain or loss if the shares have
been held for more than one year. If a stockholder sells or otherwise disposes
of a share of the Fund before holding it for more than six months, any loss on
the sale or other disposition of such share shall be treated as a long-term
capital loss to the extent of any capital gain dividends received or deemed
received by the stockholder with respect to such share. A loss realized on a
sale or exchange of shares may be disallowed if other substantially identical
shares are acquired (whether under the plan or otherwise) within a 61-day period
beginning 30 days before and ending 30 days after the date that the shares are
disposed of. In such a case, the basis of the shares acquired will be adjusted
to reflect the disallowed loss.

A repurchase by the Fund of shares generally will be treated as a sale
of the shares by a stockholder provided that after the repurchase the
stockholder does not own, either directly or by attribution under Section 318 of
the U.S. Internal Revenue Code, any shares. If, after a repurchase a stockholder
continues to own, directly or by attribution, any shares, it is possible that
any amounts received in the repurchase by such stockholder will be taxable as a
dividend to such stockholder, and there is a risk that stockholders who do not
have any of their shares repurchased would be treated as having received a
dividend distribution as a result of their proportionate increase in the
ownership of the Fund. Use of the Fund's cash to repurchase shares may adversely
affect the Fund's ability to satisfy the 90% distribution requirement described
above. The Fund may also recognize income in connection with the liquidation of
portfolio securities to fund share purchases. Any such income would be taken
into account in determining whether the 90% distribution requirement has been
satisfied.

FOREIGN TAXES. The Fund will be subject to withholding and other taxes
imposed by India and may be subject to certain taxes imposed by other foreign
countries with respect to dividends, interest, capital gains and other income.
If the Fund qualifies as a regulated investment company, the 90% distribution
requirement discussed above is satisfied and more than 50% in value of the
Fund's total assets at the close of any taxable year consists of stocks or
securities of foreign corporations, which for this purpose should include
obligations issued by foreign governmental issuers, then the Fund may elect to
treat any foreign income taxes paid by it (if such taxes are treated as income
taxes under U.S. income tax principles) as paid by its stockholders. The Fund
has historically made and intends to continue to qualify for and to make this
election. For any year that the Fund makes such an election, an amount equal to
the foreign income taxes paid by the Fund that can be treated as income taxes
under U.S. income tax principles will be included in the income of its
stockholders. Each stockholder will be required to include in its gross income,
even though not actually received, his pro rata share of the foreign income
taxes paid by the Fund, and will be entitled (subject to certain limitations) to
credit the amount included in his income against his U.S. tax liabilities, if
any, or to deduct such amount from his U.S. taxable income, if any. Shortly
after any year for which it makes such an election, the Fund will report to its
stockholders, in writing, the amount per share of such foreign income taxes that
must be included in each stockholder's gross income and the amount that will be
available for deductions or credit. In general, a stockholder may elect each
year whether to claim deductions or credits for foreign taxes. No deductions for
foreign taxes may be claimed, however, by non-corporate stockholders (including
certain foreign stockholders as described below) who do not itemize deductions.
If a stockholder elects to credit foreign taxes, the amount of credit that may
be claimed in any year may not exceed the same proportion of the U.S. tax
against which such credit is taken that the stockholder's taxable income from
foreign sources (but not in excess of the stockholder's entire taxable income)
bears to his entire taxable income. This limitation must be applied separately
to certain categories of income and the related foreign taxes. In certain
circumstances, a stockholder that (i) has held shares of the Fund for less than
a specified minimum period during which it is not protected from risk of loss or
(ii) is obligated to make payments related to the dividends, will not be allowed
a foreign tax credit for foreign taxes deemed imposed on dividends paid on such
shares. Additionally, the Fund must meet this holding period requirement with
respect to its foreign stock and securities in order for "creditable" foreign
taxes to be passed through to its stockholders. Generally, under U.S. law,
capital gains realized by U.S. residents are treated as U.S. source income.
Under the Convention, however, capital gains realized by U.S. residents which
may be taxed in India will be treated as foreign source income, unless
inconsistent with U.S. law. Section 865(h) of the U.S. Internal

Revenue Code provides that if a taxpayer elects, gain from the sale of stock of
a foreign corporation by a U.S. resident (as defined in Section 865(g) of the
U.S. Internal Revenue Code) will be treated as foreign source if, pursuant to a
U.S. tax treaty (without regard to the general U.S. sourcing rule for capital
gains), such income is treated as foreign source. Accordingly, capital gains
realized by the Fund which may be subject to Indian capital gains tax should be
treated as foreign source if the election is made. Stockholders should consult
their own tax advisors with respect to making this election and the general
application of foreign tax credits.

BACKUP WITHHOLDING. The Fund may be required to withhold federal income
tax ("backup withholding") from dividends and redemption proceeds paid to
non-corporate stockholders. This tax may be withheld from dividends if (i) the
stockholder fails to furnish the Fund with the stockholder's correct taxpayer
identification number, (ii) the IRS notifies the Fund that the stockholder has
failed to report properly certain interest and dividend income to the IRS and to
respond to notices to that effect, or (iii) when required to do so, the
stockholder fails to certify that he or she is not subject to backup
withholding. Redemption proceeds may be subject to withholding under the
circumstances described in (i) above. Corporate stockholders and other
stockholders specified in the U.S. Internal Revenue Code or the Treasury
regulations promulgated thereunder are exempt from backup withholding. Backup
withholding is not an additional tax. Any amounts withheld under the backup
withholding rules from payments made to a stockholder may be credited against
such stockholder's federal income tax liability, provided the required
information is furnished to the IRS.

DISCLOSURE REGULATIONS. Under recently promulgated Treasury
regulations, if a stockholder recognizes a loss with respect to shares of $2
million or more for an individual stockholder or $10 million or more for a
corporate stockholder (or a greater loss over a combination of years), the
stockholder must file with the IRS a disclosure statement on IRS Form 8886.
Direct stockholders of portfolio securities are in many cases excepted from this
reporting requirement, but under current guidance, stockholders of a regulated
investment company are not excepted. Future guidance may extend the current
exception from this reporting requirement to stockholders of most or all
regulated investment companies. The fact that a loss is reportable under these
regulations does not affect the legal determination of whether the taxpayer's
treatment of the loss is proper. Stockholders should consult their own tax
advisors to determine the applicability of these regulations in light of their
individual circumstances.

FOREIGN STOCKHOLDERS

U.S. taxation of a stockholder who, as to the United States, is a
non-resident alien individual, a foreign trust or estate, a foreign corporation,
or a foreign partnership ("foreign stockholder"), depends on whether the income
from the Fund is "effectively connected" with a U.S. trade or business carried
on by such stockholder. Ordinarily, income from the Fund will not be treated as
so "effectively connected."

INCOME NOT EFFECTIVELY CONNECTED. If the income from the Fund is not
"effectively connected" with a U.S. trade or business carried on by the foreign
stockholder, distributions of investment company taxable income (including
dividends designated as qualified dividend income) will be subject to a U.S. tax
of 30% (or lower treaty rate), which tax is generally withheld from such
distributions. Furthermore, foreign stockholders may be subject to U.S. tax at
the rate of 30% (or lower treaty rate) of the income resulting from the Fund's
election to treat any foreign taxes paid by it as paid by its stockholders, but
will not be able to claim a credit or deduction for the foreign taxes as having
been paid by them.

Distributions of capital gain dividends to a non-resident alien who is
present in the United States for fewer than one hundred eighty-three days during
the taxable year will not be subject to the 30% U.S. withholding tax. An alien
individual who is physically present in the United States for more than one
hundred eighty-two days during the taxable year generally is treated as a
resident for U.S. federal income tax purposes, in which case he or she will be
subject to U.S. federal income tax on his or her worldwide income, including
ordinary income and capital gain dividends, at the graduated rates applicable to
U.S. citizens, rather than the 30% U.S. withholding tax. In the case of a
foreign stockholder who is a non-resident alien individual, the Fund may be
required to withhold U.S. federal income tax from distributions of capital gain
dividends under the backup withholding system unless the foreign stockholder
makes required certifications to the Fund on a properly completed IRS Form
W-8BEN (or other applicable form), or otherwise establishes an exemption. The
amount so withheld could be applied as a credit against any U.S. tax due from
the stockholder or, if no tax is due, refunded pursuant to a claim therefor
properly filed on an income tax return.

Any gain that a foreign stockholder realizes upon the sale or other
disposition of shares of the Fund will ordinarily be exempt from U.S.
withholding tax unless the stockholder is an alien individual who is physically
present in the United States for more than one hundred eighty-two days during
the taxable year (as discussed above), the gain is U.S. source income and
certain other requirements are met.

INCOME EFFECTIVELY CONNECTED. If the income from the Fund is
"effectively connected" with a U.S. trade or business carried on by a foreign
stockholder, then distributions of investment company taxable income and net
capital gain, and any gains realized upon the sale of shares or the Fund, will
be subject to U.S. federal income tax at the graduated rates applicable to U.S.
citizens, residents and domestic corporations. Corporate stockholders may also
be subject to the 30% branch profits tax.

The tax consequences to a foreign stockholder entitled to claim the
benefits of an applicable tax treaty may be different from those described
herein. Foreign stockholders are advised to consult their own tax advisers with
respect to the particular tax consequences to them of an investment in the Fund.

INDIAN TAXES

The income of foreign institutional investors, including the Fund, from
securities or capital gains arising from the transfer of securities is taxable
as per the provisions of section 115AD of the Indian Income Tax Act, 1961, which
are:

o the income received in respect of securities (other than (1) income
from dividends on which a dividend distribution tax has been paid
or (2) income of an Offshore Fund from units of the Unit Trust of
India or specified mutual funds covered by section 115AB of the
Indian Income Tax Act) is to be taxed at the rate of 20%;

o income by way of long-term capital gains arising from the transfer
of the said securities is to be taxed at the rate of 10%; and

o income by way of short-term capital gains arising from the transfer
of the said securities is to be taxed at the rate of 30%.

The tax on income in respect of securities as aforesaid will apply on the gross
amount of such income without allowing for any deduction under sections 28 to
44C, 57 and Chapter VIA of the Indian Income Tax Act.

The expression "securities" referred to above shall have the meaning
assigned to it in clause (h) of section 2 of the Indian Securities Contract
(Regulation) Act, 1956. These include:

o shares, scrips, stocks, bonds, debentures, derivatives, debenture
stock or other marketable securities of a like nature in or of any
incorporated or other body corporate;

o Indian Government securities; and

o Rights or interests in securities.

On account of the concessional rate of income tax on the capital gains,
the provisions otherwise applicable to non-residents for protection from
fluctuation of rupee value against foreign currency for computing capital gains
arising from the transfer of shares in, or debentures of, an Indian company,
will not apply to capital gains arising to foreign institutional investors and
their sub-accounts covered under the Indian Income Tax Act. Similarly, the
benefit of cost inflation indexation will also not be available to foreign
institutional investors while computing long-term capital gains arising to them
on transfer of securities.

Shares in a company or listed securities, shall have to be held for
more than 12 months in order to qualify as a long-term capital asset. Other
securities shall have to be held for more than 36 months in order to qualify as
a long-term capital asset.

Income of foreign institutional investors and their sub-accounts in
respect of securities shall be subject to deduction of tax at source. However,
no deduction of tax shall be made from any income by way of capital gains
arising from the transfer of securities. In order that the tax on capital gains
arising to foreign institutional investors and their sub-accounts can be
realized, each foreign institutional investor and its sub-account, while
applying for initial registration with SEBI, will have to specify an agent,
including a person who is treated as an agent under section 163 of the Indian
Income Tax Act for the said purpose.

Dividends paid to a foreign institutional investor or sub-account will
not be liable to tax. However, the Indian Company will be liable to pay a
"dividend distribution tax" currently at the rate of approximately 12.8125%
(inclusive of surcharge) on the total amount distributed as dividend.
Distribution to non-residents of bonus shares or rights to subscribe for shares
(for the purpose of this section, "Rights") made with respect to shares are not
subject to Indian tax.

CAPITAL LOSSES. Section 115AD does not contain provisions for the tax
treatment of capital losses arising on a transfer of shares in India. In
general, losses arising from a transfer of a capital asset in India can only be
set off against capital gains and not against any other income. To the extent
that the losses are not absorbed in the year of transfer, they may be carried
forward for a period of eight assessment years immediately succeeding the
assessment year for which the loss was first computed and may be set off against
the capital gains assessable for such subsequent assessment years. However, a
long-term capital loss can be set off only against a long-term capital gain. In
order to make use of capital losses in this manner, the foreign institutional
investor/sub-account would be required to file appropriate and timely tax
returns in Indian and undergo the usual assessment procedures.

TAX TREATIES. Currently dividend income is not subject to tax in India
in the hands of the holder of the shares. The provisions of Double Taxation
Avoidance Agreement entered into by the Government of India with the country of
residence of the foreign institutional investor or sub-account will be
applicable in the matter of taxation of income, gains or dividends (if
applicable). Where the Government of India has entered into a Double Taxation
Avoidance Agreement, then in relation to a foreign institutional investors or
sub-account the provisions of the Indian Income Tax Act shall apply to the
extent the provisions of the Indian Income Tax Act are more beneficial.

STAMP DUTY. Purchasers of shares who seek to register such shares on
the share register of the Indian company are required to pay Indian stamp duty
at the rate of Rs. 0.25 for every Rs. 100 or part thereof of the market value of
such shares. In order to register a transfer of shares in certificated form with
the Indian company, it is necessary to present a stamped deed of transfer. Upon
issue of shares, the Indian company will be required to pay stamp duty at the
applicable rate on the share certificate. However, the shares must be delivered
in uncertificated form, and no stamp duty is payable on the acquisition or
transfer of shares in such form.

WEALTH TAX, GIFT TAX AND INHERITANCE TAX. At present there are no taxes
on wealth, gifts and inheritances, which apply to bonds, GDSs and the underlying
shares.

SERVICE TAX. Brokerage or commission fees paid to stockbrokers in
connection with the sale or purchase of securities are now subject to an Indian
service tax of 8%. A stockbroker is responsible for collection of such service
tax at such rate and for paying the same to the relevant authority.

NET ASSET VALUE

The net asset value of the Fund's shares of common stock is calculated
no less frequently than weekly, on the last business day of each week and at
such other times as the board of directors may determine. In addition, during a
repurchase offer, the Fund makes this information available by telephone
toll-free at 800-421-4777. Currently, The Wall Street Journal, The New York
Times and Barron's publish net asset values for closed-end investment companies
weekly.

The net asset value per share of the common stock is determined by
dividing the value of the net assets of the Fund (the value of its assets less
its liabilities including borrowings, exclusive of capital stock and surplus) by
the total number of shares of common stock outstanding. In valuing the Fund's
assets, all securities for which market quotations are readily available are
valued:

o at the last sale price prior to the time of determination if there
was a sale on the date of determination,

o at the mean between the last current bid and asked prices if there
was no sales price on such date and bid and asked quotations are
available; and

o at the bid price if there was no sales price on such date and only
bid quotations are available. In instances where a price determined
above is deemed not to represent fair market value, the price is
determined in such manner as the board of directors may prescribe.

Securities may be valued by independent pricing services that use
prices provided by market-makers or estimates of market values obtained from
yield data relating to instruments or securities with similar characteristics.
Short-term investments having a maturity of 60 days or less are valued at
amortized cost, unless the board of directors determines that that valuation
does not constitute fair value. In valuing assets, prices denominated in foreign
currencies are converted to U.S. dollar equivalents at the current exchange
rate. Securities for which reliable quotations or pricing services are not
readily available and all other securities and assets are valued at fair value
as determined in good faith by, or under procedures established by, the board of
directors.

DESCRIPTION OF CAPITAL STOCK

GENERAL

The authorized capital stock of the Fund is 100,000,000 shares of
common stock, par value $.001 per share. The common stock is fully paid and
nonassessable. All shares of common stock are equal as to dividends,
distributions and voting privileges. There are no conversion, preemptive or
other subscription rights. In the event of liquidation, each share of common
stock is entitled to its proportion of the Fund's assets after debts and
expenses. There are no cumulative voting rights for the election of directors.
As a NYSE-listed company, the Fund is required to hold annual meetings of its
stockholders.

The Fund has no present intention of offering additional shares of its
common stock other than by this offering. Other offerings of its common stock,
if made, will require approval of the Fund's board of directors. Any additional
offering will be subject to the requirements of the U.S. Investment Company Act
of 1940, as amended, that shares of common stock may not be sold at a price
below the then-current net asset value (exclusive of underwriting discounts and
commissions) except in connection with an offering to existing stockholders or
with the consent of a majority of the Fund's outstanding common stock.

The following table shows the number of shares of (i) capital stock
authorized and (ii) capital stock outstanding for each class of authorized
securities of the Fund as of June 22, 2004 and as adjusted for this offer:

AMOUNT OUTSTANDING,
AMOUNT OUTSTANDING AS OF AS ADJUSTED FOR THE
TITLE OF CLASS AMOUNT AUTHORIZED JUNE 22, 2004 OFFER (2)
----------------------------- ---------------- ------------------------ --------------------

Common Stock............... 100,000,000 23,302,828 (1) 31,070,438

----------
* All figures have been rounded to the nearest whole share.

(1) The Fund does not hold any shares of common stock for its own account.

(2) This amount assumes that all rights are exercised. If the Fund increases the number of shares subject to this
offer by 25% in order to satisfy over-subscription requests, the amount of shares of common stock
outstanding, as adjusted, would be increased by 1,941,903 shares, to an aggregate of 33,012,341 shares
outstanding, as adjusted.

COMMON STOCK

The Fund's shares of common stock are publicly held and are listed and
traded on the NYSE under the symbol "IFN." The following table sets forth for
the periods indicated the high and low sales prices on the NYSE per share of the
common stock of the Fund and the net asset value per share on the dates of those
market highs and lows:

NET ASSET VALUE
MARKET PRICE PER SHARE PER SHARE ON DATE
AND RELATED OF MARKET HIGH
DISCOUNT (-)/PREMIUM (+) (2)(3) AND LOW (1)
----------------------------------- ------------------
QUARTER ENDED HIGH LOW HIGH LOW
---------------------------------------- --------------- -------------- ------ ------

June 30, 2002........................... $10.81 (-17.3%) $9.23 (-21.3%) $13.07 $11.73
September 30, 2002...................... $10.00 (-20.8%) $8.73 (-22.3%) $12.62 $11.23
December 31, 2002....................... $10.67 (-16.6%) $8.66 (-20.5%) $12.80 $10.89
March 31, 2003.......................... $11.10 (-13.1%) $10.01 (-14.5%) $12.77 $11.71
June 30, 2003........................... $12.25 (-13.8%) $9.50 (-16.3%) $14.21 $11.35
September 30, 2003...................... $15.56 (-14.2%) $12.29 (-15.1%) $18.13 $14.48
December 31, 2003....................... $25.75 (+8.4%) $15.53 (-16.9%) $23.76 $18.69
March 31, 2004.......................... $28.64 (+14.1%) $23.60 (+3.8%) $25.09 $22.74
June 30, 2004...........................

----------
(1) Based on the Fund's computations.

(2) Highest and lowest closing market price per share reported on the NYSE.

(3) "Related Discount (-) / Premium (+)" represents the discount or premium from net asset value of the
shares on the date of the high and low market price for the respective quarter.

Although the Fund's common stock has recently traded at a premium, it
has historically traded at a discount to its net asset value per share. In an
attempt to reduce this discount, the Fund may conduct periodic repurchases of
shares or, with the approval of shareholders, amend its articles of amendment
and restatement so that it may convert to an open-end investment company. The
Fund has, in the past, conducted open-market repurchases and a tender offer of
its shares. In April 2003, the Fund converted to an interval fund structure
pursuant to which it conducts semi-annual repurchase offers for between 5% and
25% of the Fund's outstanding common stock. The Fund's board of directors has
authorized two previous repurchase offers of up to 15% and 5%, respectively, of
its outstanding common stock.

There is no assurance that tendering for shares, conducting repurchase
offers or converting to an open-end fund will cause the shares to trade at or
above net asset value because the market price of the Fund's shares is, among
other things, determined the supply and demand for the Fund's shares, the Fund's
investment performance and investor perception of the Fund's overall
attractiveness as an investment as compared with alternative investments.

PREFERRED STOCK

The Fund's articles of amendment and restatement provide that the board
of directors may classify or reclassify any unissued shares of capital stock
into one or more additional or other classes or series, with rights as
determined by the board of directors, by action by the board of directors
without the approval of the holders of common stock. Holders of common stock
have no preemptive right to purchase any shares of preferred stock that might be
issued. The terms of any preferred stock, including its dividend rate,
liquidation preference and redemption provisions, will be determined by the
board of directors, subject to applicable law and the Fund's charter. Presently,
the Fund has no outstanding preferred stock and has no intention of offering
shares of preferred stock.

SPECIAL VOTING PROVISIONS

The Fund presently has provisions in its articles of amendment and
restatement and its amended and restated by-laws that are commonly referred to
as "anti-takeover" provisions and may have the effect of limiting the ability of
other entities or persons to acquire control of the Fund, to cause it to engage
in certain transactions or to modify its structure.

First, a director may be removed from office only for cause by vote of
at least 75% of the shares entitled to be cast for the election of directors.

Second, the affirmative vote of 75% of the entire board of directors is
required to authorize the conversion of the Fund from a closed-end to an
open-end investment company. The conversion also requires the affirmative vote
of holders of at least 75% of the common stock unless it is approved by a vote
of 75% of the continuing directors (as defined below), in which event such
conversion requires the approval of the holders of a majority of the common
stock. A "continuing director" for purposes of this section is any member of the
board of directors of the Fund who:

o is not a person or affiliate of a person who enters or
proposed to enter into a business combination (as defined
below) with the Fund (an "interested party"), and

o who has been a member of the board of directors for a period
of at least 12 months, or has been a member of the board of
directors since February 1, 1994, or is a successor of a
continuing director who is unaffiliated with an interested
party and is recommended to succeed a continuing director by a
majority of the continuing directors then on the board of
directors of the Fund.

Third, the board of directors is classified into three classes, each
with a term of three years with only one class of directors standing for
election in any year. Such classification may prevent replacement of a majority
of the directors for up to a two-year period. The affirmative vote of at least
75% of the shares will also be required to amend the charter or by-laws to
change any of the provisions in this paragraph and the preceding two paragraphs.

Additionally, the affirmative vote of 75% of the entire board of
directors and the holders of at least (i) 80% of the common stock and (ii) in
the case of a business combination (as defined below), 66 2/3% of the common
stock other than common stock held by an interested party who is (or whose
affiliate is) a party to a business combination or an affiliate or associate of
the interested party, are required to authorize any of the following
transactions:

o merger, consolidation or statutory share exchange of the Fund
with or into any other person;

o issuance or transfer by the Fund (in one or a series of
transactions in any 12-month period) of any securities of the
Fund to any person or entity for cash, securities or other
property (or combination thereof) having an aggregate fair
market value of $1,000,000 or more, excluding issuances or
transfers of debt securities of the Fund, sales of securities
of the Fund in connection with a public offering, issuances of
securities of the Fund pursuant to a dividend reinvestment
plan adopted by the Fund, issuances of securities of the Fund
upon the exercise of any stock subscription rights distributed
by the Fund, transfers by the Fund of securities or other
property to a corporation, trust, partnership or other entity
which is wholly owned by the Fund and portfolio transactions
effected by the Fund in the ordinary course of its business;

o sale, lease, exchange, mortgage, pledge, transfer or other
disposition by the Fund (in one or a series of transactions in
any 12-month period) to or with any person or entity of any
assets of the Fund having an aggregate fair market value of
$1,000,000 or more, excluding sales, exchanges, transfers or
other dispositions by the Fund to any person or entity which
is wholly owned by the Fund, and except for portfolio
transactions (including pledges of portfolio securities in
connection with borrowings) effected by the Fund in the
ordinary course of its business (we refer to the transactions
described in these first three bullets as "business
combinations");

o the voluntary liquidation or dissolution of the Fund, or an
amendment to the Fund's charter to terminate the Fund's
existence; or

o unless the U.S. Investment Company Act of 1940, as amended, or
federal law requires a lesser vote, any stockholder proposal
as to specific investment decisions made or to be made with
respect to the Fund's assets as to which stockholder approval
is required under federal or Maryland law.

However, the stockholder vote described above will not be required with
respect to the foregoing transactions (other than those set forth in the fifth
bullet above) if they are approved by a vote of 75% of the Continuing Directors.
In that case, if Maryland law requires, the affirmative vote of a majority of
the votes entitled to be cast thereon shall be required.

The Fund's by-laws contain provisions the effect of which is to prevent
matters, including nominations of directors, from being considered at a
stockholders' meeting where the Fund has not received notice of the matters at
least 60 days prior to the meeting (or 10 days following the date notice of such
meeting is given by the Fund if The Fund gives less than 70 days' notice of such
meeting).

Reference is made to the articles of amendment and restatement and
amended and restated by-laws of the Fund, each on file with the SEC, for the
full text of these provisions. The percentage of votes required under these
provisions, which is greater than the minimum requirements under Maryland law
absent the elections described above or in the U.S. Investment Company Act of
1940, as amended, will make more difficult a change in the Fund's business or
management and may have the effect of depriving stockholders of an opportunity
to sell shares at a premium over prevailing market prices by discouraging a
third party from seeking to obtain control of the Fund in a tender offer or
similar transaction. The Fund's board of directors, however, has considered
these anti-takeover provisions and believes they are in the best interests of
stockholders.

In addition, in the opinion of the Investment Manager, these provisions
offer several advantages. They may require persons seeking control of the Fund
to negotiate with its management regarding the price to be paid for the shares
required to obtain such control; they promote continuity and stability; and they
enhance the Fund's ability to pursue long-term strategies that are consistent
with its investment objective.

INVESTMENT MANAGEMENT AND OTHER SERVICES

INVESTMENT MANAGER

The Fund is party to a Management Agreement dated June 4, 2003 between
the Fund and Advantage Advisers, Inc., a Delaware corporation. Advantage
Advisers, Inc., which is a registered investment adviser under the U.S.
Investment Advisers Act of 1940, as amended, or the Advisers Act, has been the
Investment Manager of the Fund since the Fund's organization in 1993. The
Investment Manager is a wholly owned subsidiary of Oppenheimer Asset Management
Inc., which is an affiliate of Oppenheimer & Co. Inc., the Fund's administrator.
Oppenheimer & Co. Inc. has been engaged in the management of investment funds
for more than 44 years. As of December 31, 2003, total assets under management
by Oppenheimer & Co. Inc. and its affiliates were approximately $46 billion for
investment company, corporate, pension, profit-sharing and other accounts.
Oppenheimer & Co. Inc. is an indirect wholly owned subsidiary of Oppenheimer
Holdings, Inc. The address of the Investment Manager is 200 Park Avenue, 24th
Floor, New York, NY 10166.

The Investment Manager acts as an investment adviser of the Fund and is
responsible on a day-to-day basis for investing the Fund's portfolio in
accordance with its investment objective and policies. The Investment Manager
will have discretion over investment decisions for the Fund and, in that
connection, will initiate purchase and sale orders for the Fund's portfolio
securities. Punita Kumar-Sinha, as noted below, is the Fund's portfolio manager
and is primarily responsible for the day-to-day management of the Fund's
portfolio. In addition, the Investment Manager will make available research and
statistical data to the Fund.

The Investment Manager serves as investment manager or investment
adviser for two registered investment companies, including the Fund and The Asia
Tigers Fund, Inc., which was initially offered in November 1993 and has
approximately $92 million in assets.

Under the Fund's articles of amendment and restatement and Maryland
law, the Fund's business and affairs are managed under the direction of its
board of directors. Investment decisions for the Fund are made by Advantage,
subject to any direction it may receive from the Fund's board of directors,
which periodically reviews the Fund's investment performance.

COMPENSATION. The Fund pays the Investment Manager monthly fees at an
annual rate of 1.10% of the first $750 million of the Fund's average weekly net
assets and 0.95% of such assets in excess of $600 million. For the fiscal years
ended December 31, 2003, 2002 and 2001, the Fund paid the Investment Manager
$4,395,688, $4,021,761 and $4,348,875, respectively.

In reaching a decision to continue the engagement of the Investment
Manager, the Fund's board reviewed information derived from a number of sources
covering a range of issues. The board considered, among other things: the terms
of the management agreement; comparative fee information concerning other
investment companies advised by the Investment Manager; the terms of the
management or advisory agreements of any other similar investment companies,
particularly with respect to fee levels; the nature, quality and scope of the
operations and services to date provided to the Fund by the Investment Manager;
the commitment of the Investment Manager to maintain and enhance the services
provided to the Fund by the Investment Manager; the benefits to the Investment
Manager of its relationship with the Fund; the experience and reputation of the
Investment Manager and the likelihood of its continued financial stability.

Based on its review, the board of directors, including all of the
non-interested directors, concluded that it was satisfied with the nature and
quality of the services provided by the Investment Manager to the Fund and that
the management fee was reasonable in relation to such services. Accordingly, the
board of directors approved the continuation of the management agreement as
being in the interests of the Fund's stockholders.

EXPENSES. Except for the expenses borne by the Investment Manager
pursuant to the management agreement, the Fund pays or causes to be paid all of
their expenses and liabilities, including, among other things, organizational
and offering expenses (which include out-of-pocket expenses, but not overhead or
employee costs, of the Investment Manager); expenses for legal, accounting and
auditing services; taxes and governmental fees; dues and expenses incurred in
connection with membership in investment company organizations; fees and
expenses incurred in connection with listing the Fund's shares on any stock
exchange; costs of printing and distributing stockholder reports, proxy
materials, prospectuses, stock certificates and distributions of dividends;
charges of the Fund's custodians, sub-custodians, administrators and
sub-administrators, registrars, transfer agents, dividend disbursing agents and
dividend reinvestment plan agents; payment for portfolio pricing services to a
pricing agent, if any, registration and filing fees of the SEC; expenses of
registering or qualifying securities of the Fund for sale in the various states;
freight and other charges in connection with the shipment of the Fund's
portfolio securities; fees and expenses of non-interested directors or
non-interested members of any advisory or investment board, committee or panel
of the Fund; travel expenses or an appropriate portion thereof of directors and
officers of the Fund, or members of an advisory or investment board, committee,
or panel of the Fund, to the extent that such expenses relate to attendance at
meetings of the board of directors or any committee thereof, or of any such
advisory of investment board committee or panel; salaries of stockholder
relations personnel; costs of stockholders meetings; insurance; interest;
brokerage costs; and litigation and other extraordinary or non-recurring
expenses.

PORTFOLIO MANAGER. As noted above, Punita Kumar-Sinha is the Fund's
portfolio manager, the person associated with the Investment Manager who is
primarily responsible for the day-to-day management of the Fund's portfolio. Ms.
Kumar-Sinha has been portfolio manager since 1997. In addition to her service to
the Fund, Ms. Kumar-Sinha has also served as a Managing Director of Oppenheimer
Asset Management Inc., has been a Senior Portfolio Manager to The Asia Tigers
Fund, Inc. since 1999 and has also co-managed several funds not registered under
the U.S. Investment Company Act of 1940. She has both a masters and doctorate in
finance from The Wharton School, a masters of business administration from
Drexel University and a degree from the Indian Institute of Technology in
chemical engineering. She is a member of the Association of Investment
Management and Research, the Boston Security Analysts Association and the
Council on Foreign Relations.

COUNTRY ADVISER

The Fund is party to a Country Advisory Agreement dated June 4, 2003
between the Fund and Imperial Investment Advisors Private Limited, a company
organized under the laws of India. Imperial, which is a registered investment
adviser under the U.S. Investment Advisers Act of 1940, as amended, has been the
Country Adviser for the Fund since May 1, 2002. Imperial is a 99%-owned
subsidiary of Advantage India, Inc., which served as the Fund's country adviser
from August 1, 2001 to April 30, 2002. Advantage India, Inc. is a wholly owned
subsidiary of Oppenheimer & Co. Inc, the Fund's administrator. The address of
the Country Adviser is Taj President-Mumbai, Room No. 802, 90, Cuffe Parade,
Mumbai-400 005, India. The address of Advantage India, Inc. is 200 Park Avenue,
24th Floor, New York, New York 10166.

Pursuant to the country advisory agreement, the Country Adviser acts as
an adviser to the Fund and provides and procures statistical and factual
information and research for the Investment Manager regarding investing in
India. The Country Adviser is not responsible for the actual investment
decisions of the Fund. The Country Adviser has a team of four research analysts
that cover approximately 100 companies. The Country Adviser is registered as an
investment adviser under the U.S. Investment Advisers Act of 1940, as amended.

COMPENSATION. For its services, the Country Adviser receives from the
Investment Manager pays a fee to be agreed upon by the Investment Manager and
the Country Adviser from time to time, such fee not to exceed 1.10% of the
Fund's average weekly net assets. For the fiscal years ended December 31, 2003,
2002 and 2001, the Fund paid the Country Adviser $399,608, $495,029 and
$790,705, respectively. In 2001, the Fund's country adviser was Advantage India,
Inc.

EXPENSES. The Country Adviser, at its expense, provides office space,
office facilities and personnel reasonably necessary for the performance of its
services.

ADMINISTRATOR

The Fund is party to an Administration Agreement dated June 4, 2003
between the Fund and Oppenheimer & Co. Inc. (formerly known as Fahnestock & Co.
Inc.), a New York corporation. Oppenheimer & Co. Inc. has been the Fund's
administrator since 1994. The address of the administrator is 125 Broad Street,
New York, NY 10004.

The administrator performs various administrative services, including
providing the Fund with the services of persons to perform administrative and
clerical functions, maintenance of the Fund's books and records, preparation of
various filings, reports, statements and returns filed with government
authorities, and preparation of financial information for the Fund's proxy
statements and semiannual and annual reports to stockholders. The administrator
subcontracts certain of its responsibilities to PFPC Inc. The address of PFPC
Inc. is 103 Bellevue Parkway, Wilmington, Delaware 19809.

EXPENSES. Pursuant to the administration agreement, Oppenheimer & Co.
Inc. assumes all expenses incurred by it, except that the Fund reimburses
Oppenheimer & Co. Inc. for out-of-pocket expenses incurred by its employees in
connection with their attendance at meetings of the board of directors or any
committee thereof or any other meeting at which their attendance is required.

COMPENSATION. The Fund pays Oppenheimer & Co. Inc. a monthly fee at an
annual rate of .20% of the Fund's average monthly net assets. For the fiscal
years ended December 31, 2003, 2002 and 2001, the Fund paid administration fees
of $799,216, $731,299 and $790,704, respectively. In 2001 and 2002, the Fund's
adminstrator was CIBC World Markets Corp.

MAURITIAN ADMINISTRATOR

The Fund is party to a Mauritian Administration Agreement dated April
11, 1994 between the Fund and Multiconsult Ltd., a company organized under the
laws of Mauritius. Multiconsult Ltd. has been the Fund's Mauritius administrator
since 1994. Multiconsult Ltd.'s address is De Chazal Du Mee (DDM) Building, 10,
Frere Felix de Valois Street, Port Louis, Mauritius.

The Mauritian administrator performs several administrative services,
including the maintenance of certain books, records and statements and the
calculation of net asset value, and also reports quarterly on behalf of the Fund
to the Mauritius Financial Services Commission.

EXPENSES. Pursuant to the Mauritian administration agreement, the Fund
reimburses Multiconsult Ltd. for all reasonable out-of-pocket expenses incurred
by it in the performance of its duties.

COMPENSATION. The Fund pays Multiconsult Ltd. a monthly fee of $1,500
and a quarterly fee of $1,000 for its calculation of net asset value, and the
Fund also reimburses Multiconsult Ltd. for additional expenses. For the fiscal
years ended December 31, 2003, 2002 and 2001, the Fund paid the Mauritius
administrator $26,813, $23,713 and $25,502, respectively.

DURATION AND TERMINATION; NON-EXCLUSIVE SERVICES

Unless earlier terminated as described below, each of the management
agreement and the country advisory agreement will remain in effect until June 4,
2005, and from year to year thereafter if approved annually (i) by a majority of
the non-interested directors of the Fund and (ii) by the board of directors of
the Fund or by a majority of the outstanding voting securities of the Fund.

The management agreement may be terminated without penalty by the
Fund's board of directors or by vote of a majority of the outstanding voting
securities of the Fund or upon 60 days' written notice by the Investment
Manager, and it will also terminate in the event it is assigned (as defined in
the U.S. Investment Company Act of 1940, as amended). The country advisory
agreement may be terminated without penalty by the Fund's board of directors, by
a vote of a majority of the outstanding voting securities of the Fund, upon 60
days' written notice by the Investment Manager or the Country Adviser, and it
will also terminate in the event it is assigned (as defined in the U.S.
Investment Company Act of 1940, as amended).

The administration agreement will remain in effect until the
termination thereof by Oppenheimer & Co. Inc. on 90 days' written notice or by
the Fund on 60 days' written notice, without penalty. The Mauritian
administration agreement will remain in effect until the termination thereof by
Multiconsult Ltd. on 3 written months' notice or by the Fund on 6 months'
written notice.

The services of the Investment Manager, the Country Adviser,
Oppenheimer & Co. Inc. and Multiconsult Ltd. are not deemed to be exclusive, and
nothing in the relevant service agreements will prevent any of them or their
affiliates from providing similar services to other investment companies and
other clients (whether or not their investment objectives and policies are
similar to those of the Fund) or from engaging in other activities.

CUSTODIANS, TRANSFER AGENT, DIVIDEND PAYING AGENT AND REGISTRAR

Deutsche Bank AG, whose address is Kodak House, 222, Dr. D. N. Road,
Fort Mumbai 400 001, India, acts as custodian of the assets of the Fund.
Deutsche Bank (Mauritius) Limited, whose address is 4th Floor, Barkly Wharf
East, Le Caudan Waterfront, Port Louis, Mauritius, acts as custodian of the cash
assets of the Fund.

PFPC Inc., whose address is 103 Bellevue Parkway, Wilmington Delaware
19809, acts as transfer agent and registrar for the Fund's shares. It also acts
as dividend paying agent under the dividend reinvestment and cash purchase plan.
PFPC Inc.'s address is P.O. Box 43027, Westborough, Massachusetts 43027.

EXPERTS

PricewaterhouseCoopers LLP, independent accountants, is the independent
registered public accounting firm of the Fund. The audited financial statements
of the Fund and certain of the information appearing under the caption
"Financial Highlights" included in this prospectus and appearing elsewhere
herein have been audited by PricewaterhouseCoopers LLP for the periods indicated
and are included in reliance upon such reports and upon the authority of such
firm as experts in accounting and auditing. PricewaterhouseCoopers LLP also
performs tax and

other professional services for the Fund. PricewaterhouseCoopers LLP's address
is 1177 Avenue of the Americas New York, New York 10036.

LEGAL MATTERS

The validity of the shares offered hereby will be passed on for the
Fund by Simpson Thacher & Bartlett LLP, which will rely as to matters of
Maryland law on Piper Rudnick LLP. Certain legal matters concerning Indian law
will be passed upon by AZB & Partners, Mumbai, India.

ENFORCEABILITY OF CIVIL LIABILITIES

Some of the Fund's directors (i.e., J. Marc Hardy, Stephane R.F. Henry
and Luis Rubio) reside and maintain most of their assets outside the United
States. These directors have not appointed an agent for service of process in
the United States. In addition, the Country Adviser is organized under the laws
of India, and AZB & Partners, which has passed upon certain legal matters
relating to Indian law, has its principal office in India. It may not be
possible, therefore, for investors to effect service of process within the
United States upon these persons or entities to enforce against them, in United
States courts or foreign courts, judgments obtained in United States courts
predicated upon the civil liability provisions of the federal securities laws of
the United States. In addition, it is not certain that a foreign court would
enforce, in original actions, liabilities against these persons or entities
predicated solely upon the U.S. securities laws.

OFFICIAL DOCUMENTS

Certain of the tabular and other statistical information set forth in
this prospectus is based upon or derived from official public documents of the
Indian government and its ministries, the Reserve Bank of India, the National
Stock Exchange and the Mumbai Stock Exchange.

ADDITIONAL INFORMATION

This registration statement and other information can be inspected and
copied at the Public Reference Room of the SEC located at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such materials,
including copies of all or a portion of the Registration Statement can be
obtained from the Public Reference Room of the SEC at prescribed rates. You can
call the SEC at 1-800-SEC-0330 to obtain information on the operation of the
Public Reference Room. Such materials may also be accessed electronically by
means of the SEC's home page on the Internet at http://www.sec.gov.

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

ADVANTAGE ADVISERS, INC. PROXY VOTING MANUAL

Page
----

INTRODUCTION...................................................................1

CHAPTER 1 BOARD OF DIRECTORS..................................................2

Voting on Director Nominees In Uncontested Elections .....................3

Chairman and CEO are the same person......................................4

Independence of Directors.................................................5

Stock Ownership Requirements..............................................6

Charitable Contributions..................................................7

Director and Officer Indemnification And Liability Protection ............8

Size of the Board........................................................10

Voting on Director Nominees in Contested Elections ......................11

Term Of Office...........................................................12

Compensation Disclosure..................................................13

CHAPTER 2 AUDITORS...........................................................14

Ratifying Auditors.......................................................15

CHAPTER 3 TENDER OFFER DEFENSES..............................................16

Poison Pills.............................................................17

Greenmail................................................................18

Supermajority Vote.......................................................19

CHAPTER 4 MERGERS AND CORPORATE RESTRUCTURING................................20

Changing Corporate Name..................................................21

Reincorporation..........................................................22

CHAPTER 5 PROXY CONTEST DEFENSES.............................................23

Board Structure: Staggered vs. Annual Elections ........................24

Cumulative Voting........................................................25

Shareholders' Ability to Call Special Meeting............................26

Shareholders' Ability to Alter Size of the Board.........................27

CHAPTER 6 MISCELLANEOUS CORPORATE GOVERNANCE PROVISIONS......................28

Confidential Voting......................................................29

Shareholder Advisory Committees..........................................30

Foreign Corporate Matters................................................31

Government Service List..................................................32

CHAPTER 7 SOCIAL AND ENVIRONMENTAL ISSUES....................................33

Energy and Environmental Issues (CERES Principles).......................34

Northern Ireland (MacBride Principles)...................................35

Maquiladora Standards and International Operations and Policies..........36

Equal Employment Opportunity And Discrimination..........................37

Animal Rights............................................................38

CHAPTER 8 CAPITAL STRUCTURE..................................................39

Common Stock Authorization...............................................40

Blank Check Preferred Stock..............................................41

Preemptive Rights........................................................42

Stock Distributions: Splits and Dividends...............................43

Stock Splits.............................................................43

Reverse Stock Splits.....................................................44

Adjustments to Par Value of Common Stock.................................45

Debt Restructurings......................................................46

CHAPTER 9 EXECUTIVE AND DIRECTOR COMPENSATION................................47

Director Compensation....................................................48

Shareholder Proposal to Limit Executive and Director Pay ................49

Employee Stock Ownership Plans (ESOPs)...................................50

Options Expensing........................................................51

Golden Parachutes........................................................52

Proposal to Ban Golden Parachutes........................................53

Outside Directors' Retirement Compensation...............................54

CHAPTER 10 STATE OF INCORPORATION............................................55

Control Share Acquisition Statutes.......................................56

Opt-Out of State Takeover Statutes.......................................57

Corporate Restructuring, Spin-Offs Asset Sales, Liquidations.............58

CHAPTER 11 CONFLICTS OF INTEREST.............................................59

Conflicts................................................................60

CHAPTER 12 GOVERNANCE COMMITTEE AND PROXY MANAGERS...........................62

Governance Committee.....................................................63

Proxy Managers...........................................................64

CHAPTER 13 SPECIAL ISSUES WITH VOTING FOREIGN PROXIES........................65

Special Issues with Voting Foreign Proxies...............................66

CHAPTER 14 RECORD KEEPING....................................................67

Record Keeping...........................................................68

FINANCIAL STATEMENTS

The audited financial statements for the year ended December 31, 2003
are included in the Fund's 2003 Annual Report and are incorporated by reference
into this prospectus. These statements include the Report of Independent
Auditors; Portfolio of Investments as of December 31, 2003; Statement of Assets
and Liabilities as of December 31, 2003; Statement of Operations for the fiscal
year ended December 31, 2003; Statements of Changes in Net Assets for the fiscal
years ended December 31, 2003 and December 31, 2002; Notes to Financial
Statements; and Financial Highlights for a share of common stock outstanding
during each of the fiscal years ended December 31, 2003, 2002, 2001, 2000 and
1999. A copy of our 2003 Annual Report was filed with the SEC on March 9, 2004
and is available on the SEC's website at http://www.sec.gov. It may also be
obtained without charge upon written or oral request from our information agent
at (866) 297-1264.

F-1

APPENDIX A

GENERAL CHARACTERISTICS AND RISKS OF HEDGING

A detailed discussion of the hedging (which we define below) that may
be done by the Investment Manager on behalf of the Fund follows below. The Fund
will not be obligated, however, to do any hedging and makes no representation as
to the availability of these techniques at this time or at any time in the
future. "Hedging," as used in this section, refers to entering into interest
rate, currency or stock index futures contracts, currency forward contracts and
currency swaps, the purchase and sale (or writing) of exchange listed and
over-the-counter put and call options on debt and equity securities, currencies,
interest rate, currency or stock index futures and fixed income and stock
indices and other financial instruments, entering into various interest rate
transactions such as swaps, caps, floors, collars, entering into equity swaps,
caps, floors or trading in other types of derivatives.

The Fund's ability to pursue certain of these strategies may be limited
by the federal income tax requirements applicable to regulated investment
companies that are not operated as commodity pools.

PUT AND CALL OPTIONS ON SECURITIES AND INDICES

The Fund may purchase and sell put and call options on debt and equity
securities and indices based upon the prices of debt or equity securities. A put
option on a security gives the purchaser of the option the right to sell, and
the writer the obligation to buy, the underlying security at the exercise price
during the option period. The Fund may also purchase and sell options on indices
based upon the prices of debt or equity securities ("index options"). Index
options are similar to options on securities except that, rather than taking or
making delivery of securities underlying the option at a specified price upon
exercise, an index option gives the holder the right to receive cash upon
exercise of the option if the level of the index upon which the option is based
is greater, in the case of a call, or less in the case of a put, than the
exercise price of the option. The purchase of a put option on a security would
be designed to protect against a substantial decline in the market value of a
security held by the Fund. A call option on a security gives the purchaser of
the option the right to buy and the writer the obligation to sell the underlying
security at the exercise price during the option period. The purchase of a call
option on a security would be intended to protect the Fund against an increase
in the price of a security that it intended to purchase in the future. In the
case of either put or call options that it has purchased, if the option expires
without being sold or exercised, the Fund will experience a loss in the amount
of the option premium plus any related commissions. When the Fund sells put and
call options, it receives a premium as the seller of the option. The premium
that the Fund receives for writing the option will serve as a partial hedge, in
the amount of the option premium, against changes in the value of the securities
in its portfolio. During the term of the option, however, a covered call seller
has, in return for the premium on the option, given up the opportunity for
capital appreciation above the exercise price of the option if the value of the
underlying security increases, but it has retained the risk of loss should the
price of the underlying security decline. Conversely, a secured put seller
retains the risk of loss should the market value of the underlying security
decline below the exercise price of the option, less the premium received on the
sale of the option. The Fund is authorized to purchase and sell exchange listed
options and over-the-counter options that are privately negotiated with the
counterparty to such contract. Listed options are issued by the Options Clearing
Corporation ("OCC"), which guarantees the performance of the obligations of the
parties to such options.

All such call options sold (written) by the Fund will be "covered" as
long as the call is outstanding (i.e., the Fund will own the instrument subject
to the call or other securities or assets acceptable under applicable
segregation and coverage rules). All such put options sold (written) by the Fund
will be secured by segregated assets consisting of cash or liquid debt
securities having a value not less than the exercise price.

The Fund's ability to close out its position as a purchaser or seller
of an exchange listed put or call option is dependent upon the existence of a
liquid secondary market. Among the possible reasons for the absence of a liquid
secondary market on an exchange are:

o insufficient trading interest in certain options;

o restrictions on transactions imposed by an exchange;

A-1

o trading halts, suspensions or other restrictions imposed with
respect to particular classes or series of options or
underlying securities;

o interruption of the normal operations on an exchange;

o inadequacy of the facilities of an exchange or the OCC to
handle current trading volume; or

o a decision by one or more exchanges to discontinue the trading
of options (or a particular class or series of options), in
which event the secondary market on that exchange (or in that
class or series of options) would cease to exist, although
outstanding options on that exchange that had been listed by
the OCC as a result of trades on that exchange would generally
continue to be exercisable in accordance with their terms.

Over-the-counter options are purchased from or sold to dealers,
financial institutions or other counterparties that have entered into direct
agreements with the Fund. With over-the-counter options, such variables as
expiration date, exercise price and premium will be agreed upon between the Fund
and the counterparty, without the intermediation of a third party such as the
OCC. If the counterparty fails to make or take delivery of the securities
underlying an option that it has written or otherwise settle the transaction in
accordance with the terms of that option as written, the Fund would lose the
premium paid for the option as well as any anticipated benefit of the
transaction. As the Fund must rely on the credit quality of the counterparty
rather than the guarantee of the OCC, it will only enter into OTC options with
counterparties with the highest long-term credit ratings and with primary U.S.
government securities dealers recognized by the Federal Reserve Bank of New
York.

The hours of trading for options on securities may not conform to the
hours during which the underlying securities are traded. To the extent that the
option markets close before the markets for the underlying securities,
significant price and rate movements can take place in the underlying markets
that cannot be reflected in the option markets.

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS

CHARACTERISTICS. The Fund may purchase and sell futures contracts on
interest rates and indices of debt and equity securities and purchase and sell
(write) put and call options on such futures contracts traded on recognized
domestic exchanges as a hedge against anticipated interest rate changes or
movements in equity markets. The sale of a futures contract creates an
obligation by the Fund, as seller, to deliver the specific type of financial
instrument called for in the contract at a specified future time for a specified
price. Options on futures contracts are similar to options on securities except
that an option on a futures contract gives the purchaser the right in return for
the premium paid to assume a position in a futures contract. That position is a
"long" position if the option is a call and a "short" position if the option is
a put.

MARGIN REQUIREMENTS. At the time a futures contract is purchased or
sold, the Fund must allocate cash or securities as a deposit payment, or an
"initial margin." It is expected that the initial margin that the Fund will pay
may range from approximately 1% to approximately 5% of the value of the
instruments underlying the contract. In certain circumstances, however, such as
during periods of high volatility, the Fund may be required by an exchange to
increase the level of its initial margin payment. Additionally, initial margin
requirements may be increased in the future pursuant to regulatory action. An
outstanding futures contract is valued daily and the payment in cash of
"variation margin" may be required, a process known as "marking to the market."
Transactions in listed options and futures are usually settled by entering into
an offsetting transaction, and are subject to the risk that the position may not
be able to be closed if no offsetting transaction can be arranged.

NO REGULATORY LIMITATIONS ON USE OF FUTURES CONTRACTS AND OPTIONS ON
FUTURES CONTRACTS. The Fund's futures transactions will ordinarily be entered
into for traditional hedging purposes. There is, however, no limit on the amount
of the Fund's assets that can be put at risk through the use of futures
contracts and options thereon, and the value of the Fund's futures contracts and
options thereon may equal or exceed 100% of the Fund's total assets. When
required, a segregated account of cash or cash equivalents will be maintained
and marked to market in an amount equal to the market value of the contract. The
Investment Manager reserves the right to comply with such

A-2

different standards as may be established from time to time by rules and
regulations of the U.S. Commodity Exchange Commission ("CFTC") with respect to
the purchase and sale of futures contracts and options thereon.

The Fund is operated by persons who have claimed exclusions from the
definition of the term "commodity pool operator" under the U.S. Commodity
Exchange Act and, therefore, are not subject to registration or regulation as
commodity pool operators under such Act.

CURRENCY TRANSACTIONS

The Fund may engage in currency transactions with counterparties to
hedge the value of portfolio securities denominated in particular currencies
against fluctuations in relative value. Currency transactions include currency
forward contracts, exchange listed currency futures contracts, exchange listed
and over-the-counter options on currencies and currency swaps. A forward
currency contract involves a privately negotiated obligation to purchase or sell
(with delivery generally required) a specific currency at a future date, which
may be any fixed number of days from the date of the contract agreed upon by the
parties, at a price set at the time of the contract. A currency swap is an
agreement to exchange cash flows based on the notional difference among two or
more currencies and operates similarly to an interest rate swap, which is
described below. The Fund may enter into currency transactions with
counterparties that have received (or the guarantors of the obligations of that
have received) a credit rating of P-1 or A-1 by Moody's Investors Service, Inc.
or Standard & Poor's Ratings Services, a division of the McGraw Hill Companies,
Inc., respectively, or that have an equivalent rating from an nationally
recognized statistical rating organization or (except for OTC currency options)
are determined to be of equivalent credit quality by the Investment Manager.

The Fund's dealings in forward currency contracts and other currency
transactions such as futures contracts, options, options on futures contracts
and swaps will be limited to hedging involving either specific transactions or
portfolio positions. Transaction hedging is entering into a currency transaction
with respect to specific assets or liabilities of the Fund, which will generally
arise in connection with the purchase or sale of the Fund's portfolio securities
or the receipt of income from them. Position hedging is entering into a currency
transaction with respect to portfolio security positions denominated or
generally quoted in that currency. The Fund will not enter into a transaction to
hedge currency exposure to an extent greater, after netting all transactions
intended wholly or partially to offset other transactions, than the aggregate
market value (at the time of entering into the transaction) of the securities
held in the Fund's portfolio that are denominated or generally quoted in or
currently convertible into the currency, other than with respect to proxy
hedging as described below.

The Fund may cross-hedge currencies by entering into transactions to
purchase or sell one or more currencies that are expected to decline in value
relative to other currencies to which the Fund has or in which the Fund expects
to have portfolio exposure. To reduce the effect of currency fluctuations on the
value of existing or anticipated holdings of portfolio securities, the Fund may
also engage in proxy hedging. Proxy hedging is often used when the currency to
which the Fund's portfolio is exposed is difficult to hedge or to hedge against
the dollar. Proxy hedging entails entering into a forward contract to sell a
currency, the changes in the value of which are generally considered to be
linked to a currency or currencies in which some or all of the Fund's portfolio
securities are or are expected to be denominated, and to buy dollars. The amount
of the contract would not exceed the value of the Fund's securities denominated
in linked currencies. Currency hedging involves some of the same risks and
considerations as other transactions with similar instruments, Currency
transactions can result in losses to the Fund if the currency being hedged
fluctuates in value to a degree or in a direction that is not anticipated.
Further, the risk exists that the perceived linkage between various currencies
may not be present or may not be present during the particular time that the
Fund is engaging in proxy hedging. If the Fund enters into a currency hedging
transaction, the Fund will comply with the asset segregation requirements
described below.

Currency transactions are subject to risks different from those of
other portfolio transactions. Because currency control is of great importance to
the issuing governments and influences economic planning and policy, purchases
and sales of currency and related instruments can be adversely affected by
government exchange controls, limitations or restrictions on repatriation of
currency and manipulations or exchange restrictions imposed by governments.
These forms of governmental actions can result in losses to the Fund if it is
unable to deliver or receive currency or monies in settlement of obligations and
could also cause hedges it has entered into to be rendered useless, resulting in
full currency exposure as well as incurring transaction costs. Buyers and
sellers of

A-3

currency futures are subject to the same risks that apply to the use of futures
generally. Further, settlement of a currency futures contract for the purchase
of most currencies must occur at a bank based in the issuing nation. The ability
to establish and close out positions on these options is subject to the
maintenance of a liquid market that may not always be available. Currency
exchange rates may fluctuate based on factors extrinsic to that country's
economy.

INTEREST RATE TRANSACTIONS

The Fund may enter into interest rate swaps and may purchase or sell
interest rate caps and floors. The Fund would enter into these transactions
primarily to preserve a return or spread on a particular investment or portion
of its portfolio, to manage the duration of its portfolio or to protect against
any increase in the price of the securities the Fund anticipates purchasing at a
later date. The Fund will not sell interest rate caps or floors that it does not
own.

The Fund may enter into interest rate swaps, caps and floors on either
an asset-based or liability-based basis, depending on whether it is hedging its
assets or liabilities, and it will usually enter into interest rate swaps on a
net basis, i.e., the two payment streams are netted out, with the Fund receiving
or paying, as the case may be, only the net amount of the two payments on the
payment date. The Fund will not enter into any interest rate swap, cap or floor
transaction unless the unsecured senior debt or the claims-paying ability of the
other party thereto is rated in the highest rating category of at least one
nationally recognized statistical rating organization at the time of entering
into such transaction. If there is a default by the other party to such a
transaction, the Fund will have contractual remedies pursuant to the agreements
related to the transaction. The swap market has grown substantially in recent
years with a large number of banks and investment banking firms acting both as
principals and as agents utilizing standardized swap documentation. Caps and
floors are less liquid than swaps.

EQUITY SWAPS AND RELATED TRANSACTIONS

The Fund may enter into equity swaps and may purchase or sell equity
caps and floors. The Fund would enter into these transactions primarily to
preserve a return or spread on a particular investment or portion of its
portfolio or to protect against any increase in the price of the securities that
the Fund anticipates purchasing at a later date. The Fund will not sell equity
caps or floors that it does not own.

The Fund may enter into equity swaps, caps and floors on either an
asset-based or liability-based basis, depending on whether it is hedging its
assets or liabilities, and it will usually enter into equity swaps on a net
basis, i.e., the two payment streams are netted out, with the Fund receiving or
paying, as the case may be, only the net amount of the two payments on the
payment date. The Fund will not enter into any equity swap, cap or floor
transaction unless the unsecured senior debt or the claims-paying ability of the
other party thereto is rated in the highest rating category of at least one
nationally recognized statistical rating organization at the time of entering
into such transaction. If there is a default by the other party to such a
transaction, the Fund will have contractual remedies pursuant to the agreements
related to the transaction. The swap market has grown substantially in recent
years with a large number of banks and investment banking firms acting both as
principals and as agents utilizing standardized swap documentation. Caps and
floors, as noted above, are less liquid than swaps.

RISKS OF HEDGING

Hedging involves special risks, including the possible default by the
other party to the transaction, illiquidity and, to the extent the Investment
Manager's view as to certain market movements is incorrect, the risk that the
use of hedging could result in losses greater than if such investment strategies
had not been used. Use of put and call options could result in losses to the
Fund, force the sale or purchase of portfolio securities at an inopportune time
or for prices higher than (in the case of put options) or lower than (in the
case of call options) current market values, or cause the Fund to hold a
security it might otherwise sell. The use of currency transactions could result
in the Fund's incurring losses as a result of the imposition of exchange
controls, suspension of settlements or the inability to deliver or receive a
specified currency. The use of options and futures transactions entails certain
special risks. In particular, the variable degree of correlation between price
movements of futures contracts and price movements in the related portfolio
position of the Fund could create the possibility that losses on the hedging
instrument are greater than gains in the value of the Fund's position. In
addition, futures and options markets could

A-4

be illiquid in some circumstances and certain over-the-counter options could
have no markets. As a result, in certain markets, the Fund might not be able to
close out a position without incurring substantial losses. Although the Fund's
use of futures and options transactions for hedging purposes should tend to
minimize the risk of loss due to a decline in the value of the hedged position,
at the same time, it will tend to limit any potential gain to the Fund that
might result from an increase in value of the position. There is, however, no
limit on the amount of the Fund's assets that can be put at risk through the use
of futures contracts and options thereon, an the value of the Fund's futures
contracts and options thereon may equal or exceed 100% of the Fund's total
assets. Finally, the daily variation margin requirements for futures contracts
create a greater ongoing potential financial risk than would purchases of
options, in which case the exposure is limited to the cost of the initial
premium and transaction costs. Losses resulting from hedging will reduce the
Fund's net asset value, and possibly its income, and the losses can be greater
than if the hedging had not been used.

When conducted outside the United States, hedging may not be regulated
as rigorously as in the United States, may not involve a clearing mechanism and
related guarantees, and will be subject to the risk of governmental actions
affecting trading in, or the prices of, foreign securities, currencies and other
instruments. The value of positions taken as part of non-U.S. hedging also could
be adversely affected by:

o other complex foreign political, legal and economic factors;

o lesser availability of data on which to make trading decisions
than in the United States;

o delays in the Fund's ability to act upon economic events
occurring in foreign markets during non-business hours in the
United States;

o the imposition of different exercise and settlement terms and
procedures and margin requirements than in the United States;
and

o lower trading volume and liquidity.

SEGREGATION AND COVER REQUIREMENTS

Much of the hedging that the Fund may enter into is subject to
segregation and coverage requirements established by either the CFTC or the SEC,
with the result that, if the Fund does not hold the instrument underlying the
futures contract or option, the Fund will be required to segregate on an ongoing
basis with its custodian cash, U.S. government securities or other liquid debt
obligations in an amount at least equal to the Fund's obligations with respect
to such instruments. Such amounts will fluctuate as the market value of the
obligations increases or decreases. The segregation requirement can result in
the Fund maintaining positions that it would otherwise liquidate and
consequently segregating assets with respect thereto at a time when it might be
disadvantageous to do so. In addition, with respect to futures contracts
purchased by the Fund, the Fund will also be subject to the segregation
requirements with respect to the value of the instruments underlying the futures
contracts. The Fund will accrue the net amount of the excess, if any, of the
Fund's obligations over its entitlements with respect to each swap on a daily
basis, and it will segregate with a custodian an amount of cash, U.S. government
securities, or other liquid debt obligations or liquid securities having an
aggregate net asset value at least equal the accrued excess.

OTHER LIMITATIONS

The degree of the Fund's use of hedging may be limited by certain
provisions of the U.S. Internal Revenue Code of 1986, as amended. See
"Taxation."

A-5

APPENDIX B

REPUBLIC OF INDIA

THE INFORMATION SET FORTH IN THIS APPENDIX B HAS BEEN EXTRACTED FROM
VARIOUS GOVERNMENT AND PRIVATE PUBLICATIONS. THE FUND, ITS BOARD OF DIRECTORS,
THE INVESTMENT MANAGER AND THE COUNTRY ADVISER MAKE NO REPRESENTATION AS TO THE
ACCURACY OF THE INFORMATION, NOR HAS THE FUND OR ITS BOARD OF DIRECTORS
ATTEMPTED TO VERIFY THE STATISTICAL INFORMATION PRESENTED IN THIS APPENDIX B.
FURTHERMORE, NO REPRESENTATION IS MADE THAT ANY CORRELATION EXISTS BETWEEN THE
REPUBLIC OF INDIA OR ITS ECONOMY IN GENERAL AND THE PERFORMANCE OF THE FUND.
REFERENCE IN THE TEXT BELOW TO CONSECUTIVE YEARS (FOR EXAMPLE, 2002/03) MEAN THE
FISCAL YEAR BEGINNING APRIL 1 OF THE FIRST YEAR LISTED AND ENDING MARCH 31 OF
THE SECOND YEAR LISTED.

THE COUNTRY

GEOGRAPHY

Situated in Southern Asia and covering an area of approximately 1.3
million square miles, India is the seventh largest country in the world. Bounded
by the Himalayas in the north, it stretches southwards into the Indian Ocean
between the Bay of Bengal to the southeast and the Arabian Sea to the west.
India is bordered by the People's Republic of China, Nepal and Bhutan to the
north, Pakistan to the west, and Myanmar and Bangladesh to the east. Sri Lanka
lies off its southern shores. The Andaman and Nicobar Islands in the Bay of
Bengal and the Lakshadweep Islands in the Arabian Sea are also part of India.

POPULATION

India is the world's second most populous country. The 2001 census
estimated the total population of India as approximately 1.03 billion, and that
figure is projected to increase to 1.11 billion by 2006, 1.19 billion by 2011
and 1.27 billion by 2016. Although migration from rural to urban centers has
increased steadily, India's population remains predominantly rural. The 2001
census reported that 72.2% of the total population still lives in rural areas.

Control of population growth is a declared objective of government
policy. India's population growth rate has occurred despite an intensive birth
control program. The 2001 census reported a population growth rate of
approximately 1.96% during the years from 1991 to 2001, which is lower than the
2.15% growth rate from 1981 to 1991. Approximately 35.6% of the Indian
population is below 14 years of age.

The following table sets forth information regarding the total
population and its rate of growth during the period from 1951 to 2001:

DYNAMICS OF POPULATION GROWTH
1951 - 2001

TOTAL POPULATION GROWTH RATE (%)
(MILLIONS) AT THE END OF -----------------------
THE PERIOD (AS OF MARCH 1) DECADAL ANNUAL
-------------------------- ------- ------

1951-1961..................................... 439 21.6 1.98
1961-1971..................................... 548 24.8 2.24
1971-1981..................................... 684 24.8 2.24
1981-1991..................................... 846 23.7 2.15
1991-2001..................................... 1,027 21.4 1.96

----------
Source: ECONOMIC SURVEY, 2002-03.

Life expectancy has increased from 32.5 years for males and 31.7 years
for females in 1950/1951 to 63.87 and 66.91 years, respectively, in 2000/2001.
Literacy during the same period increased from 18.33% to 65.38% of the
population, and the per capita net national product at factor cost (in 1993/94
prices) increased from Rs. 3,687 to Rs. 10,754. The Indian government estimated
that 26.10% of the population lived below the poverty line in 1999/2000, as
compared with 38.9% in 1987/88.

B-1

Hindi is the official national language and is spoken by approximately
40% of the population. English is recognized as an "official language" under the
Indian Constitution and is widely used as the language of jurisprudence,
commercial transactions and higher and technical education.

ETHNIC AND CULTURAL DIVERSITY AND CONFLICT

India has a diverse mix of ethnic and cultural groups. The major line
of distinction is generally religion, which in some areas closely mirrors
cultural or ethnic divisions as well. Many religions are practiced in India, and
Hinduism is the principal religion, followed by an estimated 82% of the total
population. The other principal religious groups are Muslims, Christians, Sikhs,
Buddhists and Jains. Muslins constitute an estimated 12.12% of the total
population.

Religious and ethnic differences are a recurring source of conflict in
India throughout its post-independence era and on several occasions have erupted
in violence. In 1992, Hindu fundamentalist groups, encouraged by elements within
the Bhartiya Janta Party, a fundamentalist Hindu party, were responsible for the
destruction of a 16th century mosque in Ayodhya. This incident led to a major
conflict between elements of the Hindu and Muslim populations and to widespread
communal rioting throughout the country. Related bombings in Mumbai in March
1993 killed more than 250 people and temporarily closed the Mumbai Stock
Exchange. Terrorist bombings occur from time to time in a number of other Indian
cities.

In March 2002, the state of Gujarat experienced communal violence
between Hindus and Muslims, and approximately 800 people died. The Indian
government has controlled the separatist movement in the state of Punjab and has
achieved some success at controlling the movement in the state of Assam.
However, the states of Nagaland, Mizoram and Manipur in the northeastern part of
India continue to experience insurgencies and separatist movements.

Since 1990, the Indian government has been involved in a struggle with
Muslim separatist guerilla groups in the states of Jammu and Kashmir, which has
strained India's relations with its neighbors. Recent peace initiatives led by
Indian Prime Minister Atal Bihari Vajpayee and Pakistani President Pervez
Musharraf have improved relations between the two countries. See
"Politics--International Relations" in this Appendix B.

GOVERNMENT

CONSTITUTIONAL STRUCTURE

India gained its independence from the United Kingdom in August 1947,
and the Indian Constitution took effect on January 26, 1950. India is a federal
republic with certain powers reserved to its twenty-nine states and six "union
territories." The Indian Constitution separates the responsibilities of the
national and state governments and also provides for the separation of
executive, legislative and judicial powers. It also delineates areas where the
national and state governments exercise joint jurisdiction.

NATIONAL GOVERNMENT

The Indian Constitution vests legislative power in a bicameral
parliament consisting of the Lok Sabha (House of the People) and the Rajya Sabha
(Council of States). All but two members of the Lok Sabha (who are nominated by
the President to represent Anglo-Indians) are directly elected in single-member
constituencies for a term of five years on the basis of universal adult
suffrage. The Indian Constitution provides that the Rajya Sabha cannot consist
of more than 250 members, twelve of whom are nominated by the president and the
remainder of whom are elected indirectly by representatives of the states and
union territories. Elected members of the Rajya Sabha serve six-year terms, and
one-third of its members are up for election every two years.

The executive branch is headed by a president who, as the head of
state, exercises power under the Indian Constitution with the advice of the
Council of Ministers, which is headed by the prime minister. The president is
elected for five-year terms by an electoral college, which consists of elected
members of the national and state legislatures. The president performs a
primarily ceremonial function. Executive power in practice resides with the

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prime minister, who is responsible to the Lok Sabha. The president appoints the
prime minister, and the president appoints other ministers on the advice of the
prime minister.

The highest appellate court is the Supreme Court of India. The judicial
system of India is based on the English system, and its jurisprudence derives
from the common law.

STATE GOVERNMENT AND UNION TERRITORIES

The system of state government closely resembles that of the national
government, with each state having a legislature, governor, chief minister and a
council of ministers. There are twenty-nine states in India. India has an
extensive system of local government that reaches down to the municipality and
village level. The national government administers the six union territories,
and rural and urban local bodies, which were empowered by 1993 amendments to the
Indian Constitution, serve as further institutions of self-government.

POLITICS

DOMESTIC

India is the largest democracy in the world. Since its independence in
1947, the Congress (I) Party and its prime ministers selected from its
leadership have dominated politics at the national level. Previous Congress (I)
Party prime ministers include: Jawaharlal Nehru (1947 to 1964); Lad Bahadur
Shastri (1964 to 1966); Mr. Nehru's daughter, Indira Gandhi (1966 to 1977 and
1980 to 1984); Ms. Gandhi's son, Rajiv Gandhi (1984 to 1989); P.V. Narasimha Rao
(1991 to 1996); H.D. Deva Gowda of Janata Dal (1996 to 1997); and I.K. Gujaral
(1997 to 1998). Atal Bihari Vajpayee of the Bhartiya Janta Party served as
India's prime minister from March 1998 until May 2004, at which time he led a
twenty-five party coalition called the National Democratic Alliance. Following
the Indian general elections held in April and May of 2004, the Congress (I)
Party again leads the Indian government under the leadership of Prime Minister
Manmohan Singh. The Congress (I) Party is likely to form a coalition based on
support from leftist and other secular parties.

The Indian Constitution requires general elections to the Lok Sabha
every five years. There have been three different controlling parties since
1989. The Janata Dal Party defeated the Congress (I) Party in a general election
in 1989. The Samajwadi Janata Party briefly replaced the Janata Dal Party less
than one year later, and the Congress (I) Party returned to power in 1991.
Although the Congress (I) Party was unable to gain a majority in the
parliamentary elections held that year; it formed a minority government under
the leadership of then-Prime Minister Rao.

The Congress (I) Party historically represents a secular, socialist
platform. However, since the formation of Prime Minister Rao's government in
1991, the party has promoted private sector and market-oriented reforms. These
economic reforms have received broad-based political support, including that of
the Bhartiya Janta Party. Nevertheless, the Indian government's political
position has been challenged by the aftermath of a 1992 financial scandal, its
failure to prevent the outbreak of countrywide communal violence, the continuing
challenges presented by insurgent separatist movements in several of the Indian
states and allegations of financial improprieties against certain members of the
Indian government. The Indian government narrowly survived a no-confidence vote
in July 1993. In 1996, Prime Minister Rao's government stepped down following a
corruption scandal.

INTERNATIONAL RELATIONS

India is one of the charter members of the United Nations and its
affiliated bodies and is a founding member of the International Monetary Fund,
the International Bank for Reconstruction and Development, the Asian Development
Bank and the African Development Bank. India is also a member of the British
Commonwealth of Nations, the Non-Aligned Movement, the South Asian Association
for Regional Cooperation and the World Trade Organization.

With the exception of Pakistan, India's foreign relations have
generally remained stable. In 1993, India renegotiated its foreign debt to
Russia and undertook to rebuild its trade ties with the Central Asian states
emerging

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from the break-up of the former Soviet Union. In addition, India and
China in September 1993 agreed to pursue a negotiated settlement of the two
countries' longstanding border dispute. India's external affairs minister
visited China in June 1999, which marked the resumption of high level dialogue,
and both sides agreed on the need for a bilateral security dialogue. The Indian
president visited China in 2001, and the Chinese premier visited India in 2002.
India and China agreed to establish a bilateral dialogue mechanism to fight
terrorism and to accelerate the process of clarification and confirmation of the
"line of actual control" along the India-China boundary. The execution of six
memorandums of understanding between the two countries has also led to
improvements in India-China relations. Relations with the United States have
also generally improved since the breakup of the former Soviet Union.

India's relations with Pakistan have been tense for many years. The two
countries have fought three major wars since their partition in 1947. The
principal dispute between India and Pakistan relates to the claim on the Indian
border states of Jammu and Kashmir. India fought two wars with Pakistan (from
1947-1948 and in 1965) in order to retain its control over Jammu and Kashmir,
and a third war with Pakistan in 1971 resulted in the secession of Pakistan's
eastern province, which is now the People's Republic of Bangladesh. More
recently, India accused Pakistan of involvement in a terrorist attack on the
Indian parliament in December 2001, and another large-scale war was threatened.
Although that war was averted, the two countries downgraded their diplomatic
ties from an ambassadorial level to the level of charge d'affaires and
discontinued their land and air links and trade ties. A massive troop build up
took place on the India-Pakistan border. The two summits whose purpose was to
improve relations failed.

Relations between India and Pakistan have improved in the past year. In
2003, Prime Minister Vajpayee announced his willingness to commence a dialogue
between the countries, and the Pakistani prime minister responded positively to
Prime Minister Vajpayee's offer. Ambassadorial ties and land and air-traffic
ties have been restored. Pakistan announced a ceasefire along the India-Pakistan
border, and the ensuing truce between the two nations led to an end to
cross-border hostilities for the first time since an insurgency began in 1989.
The Indian cricket team visited Pakistan in 2004 in yet another step toward the
thawing of relations between the two countries.

THE INDIAN ECONOMY

OVERVIEW

Following independence, India pursued a developmental policy based on
strong centralized planning, regulation and control of private enterprise, state
ownership, trade protectionism and strict limits on the penetration of foreign
capital and technology. This protectionist regime limited India's economic
development until the mid-1980s, at which time a movement towards liberalization
and market orientation of the economy began.

India experienced a crisis in its balance of payments in early 1991,
which threatened to destabilize the economy. At that time, India was running a
current account deficit of approximately $10 billion. Reserve levels were down
to two weeks of imports despite an International Monetary Fund loan of $1.8
billion. India's financial credibility was very low; commercial borrowing was
impossible; inflation was high; and an inflow of foreign currency from
non-resident Indians had been reversed. A number of factors contributed to this
crisis, including the continuing drain of the government's deficit spending, an
increase in petroleum imports accompanied by increases in oil prices that
resulted from tensions in the Persian Gulf, the collapse of the Soviet and
Eastern European economies and the resulting pressures on India's exports,
domestic political instability and the reduction of workers' remittances from
the Persian Gulf states at the time of the Persian Gulf crisis. In response to
this crisis, then-Prime Minister Rao and Finance Minister Singh instituted a
program of structural reforms aimed at stabilizing the economy and promoting
reliance on market mechanisms. The main components of the structural reform
program are exchange and trade liberalization, financial sector reform and
control of budget deficits, inflation and currency supplies. The program
promotes foreign technology transfers and foreign investment in certain sectors
of the economy as well as further development of the private sector.

Despite political instability between 1996 and 1999, the Indian economy
grew by 6.6%. The Indian government instituted significant reform initiatives
such as deregulation of the petroleum sector and the rationalization of income
tax rates during this period. From 1999 to the present, India's politics have
largely stabilized, and further reform initiatives have been promoted. Among
other laws and programs:

B-4

o The Indian Electricity Act was passed in 2003, which aims at
introducing competition into the power sector;

o The Indian Fiscal Responsibility Act was passed in 2003, which
provides a legal and institutional framework for controlling
deficits and stabilizing debt; and

o The Indian National Highway Development Program was created,
under which the construction of 14,846 kilometers of highways
will be built.

In addition, foreign direct investment limits in the telecommunications,
refining and banking sectors have been raised, and the Indian government now
allows such investment in the insurance sector. The Indian privatization program
has also gained momentum, and India has surpassed its disinvestment target for
2003/2004.

The Indian government's policies have resulted in improved economic
performance. Average gross domestic product ("GDP") grew 6.1% from 1992/1993 to
2001/2002, and the Indian government aims for 8% growth in its Tenth Five-Year
Plan period. Inflation has been reduced from double to single digits, and fiscal
deficits as a proportion of GDP have also been reduced. Foreign exchange
reserves have increased substantially and, as of May 14, 2004, were
approximately $118.6 billion. The Indian rupee was made fully convertible on the
trade account in 1993 and has since been generally stable against the U.S.
dollar.

ECONOMIC PLANNING

India began the process of planned development with the start of the
First Five-Year Plan in 1951. The essential goals of Indian planning are the
elimination of poverty, development of self-reliance, growth in national and per
capita income, industrialization and expansion of employment opportunities.

The principal planning body is the Planning Commission, which was
established in 1950. The Planning Commission undertakes the formulation of a
five-year plan every five years in consultation with the various departments of
the national and state governments. After extensive debate and discussions, the
plan is made effective by parliamentary approval.

The Tenth Five-Year Plan, which covers the period from 2002 to 2007,
aims for 8% average GDP growth in order to double per capita income within the
next ten years and to create 100 million employment opportunities during the
same period. The Tenth Five-Year Plan anticipates further GDP growth to 9.3% per
year during the Eleventh Five-Year Plan period. The growth strategy relies upon
a combination of increased investment and improvement in economic efficiency,
policy constraints, procedural rigidities and price distortions. The Tenth
Five-Year Plan also emphasizes privatization of public enterprises and the
easing of legal and procedural barriers to transfers of assets. It also
emphasizes qualitative factors relating to poverty, employment, social issues
and the environment.

GROSS DOMESTIC PRODUCT

GDP GROWTH

Average yearly real GDP growth from 1998/1999 to 2002/2003 was 5.3%.
The deceleration of GDP growth in 2002/2003 was largely due to the poor
performance of the agricultural sector following that year's monsoon season.
Overall economic performance was offset though by strong industrial activity and
a resurgence of growth in the services sector. The Indian government estimates
that real GDP growth will be above 8% for 2003/2004 due to a stronger
agricultural sector and the manufacturing and services sectors.

The following table sets forth changes in India's GDP for the period
1998/1999 through 2003/2004:

B-5

CHANGES IN GROSS DOMESTIC PRODUCT

ABSOLUTE VALUES % CHANGE OVER PREVIOUS YEAR
------------------------------------ ------------------------------------
CURRENT PRICES 1993/94 PRICES (a) CURRENT PRICES 1993/94 PRICES (a)
-------------- ------------------ -------------- ------------------
(RS. BILLION)

1998/1999 15,981 10,825 15.0 6.5
1999/2000 17,619 11,484 10.3 6.1
2000/2001 19,177 11,987 8.8 4.4
2001/2002 (b) 20,910 12,678 9.0 5.8
2002/03 (c) 22,495 13,183 7.6 4.0
2003/2004 (d) 25,169 14,245 11.9 8.1

----------
(a) At factor cost.

(b) Provisional.

(d) Advance estimates.

Source: ECONOMIC SURVEY 2002/03, GOVERNMENT OF INDIA MINISTRY OF FINANCE AND CENTRAL STATISTICAL ORGANISATION
DATA

COMPOSITION OF GDP

Agriculture has been the largest historical contributor to GDP.
However, since the post-independence era, the Indian economy has progressively
depended less on agricultural output and more on the manufacturing and services
sectors.

The following table sets forth changes in the Indian economy by
economic sector:

SECTORAL DISTRIBUTION OF GROSS DOMESTIC PRODUCT
(% OF TOTAL GDP)

1951/52 1956/57 1961/62 1966/67 1971/72 1976/77 1981/82 1986/87 1991/92 1996/97
TO TO TO TO TO TO TO TO TO TO
1955/56 1960/61 1965/66 1970/71 1975/76 1980/81 1985/86 1990/91 1995/96 2000/2001

Agriculture........... 52.45 48.94 45.19 47.03 44.21 38.94 35.76 31.94 30.41 27.17
Mining and Quarrying.. 0.83 0.98 1.11 1.07 1.13 1.57 2.91 2.80 2.51 2.31
Manufacturing......... 11.31 12.69 14.47 13.20 14.80 16.30 16.34 16.69 16.67 16.22
Electricity Gas &
Water Supply...... 0.31 0.48 0.67 0.92 1.06 1.59 1.80 2.09 2.47 2.50
Construction.......... 2.96 3.44 4.07 4.65 4.41 4.79 4.85 5.43 5.27 5.69
Trade Hotels &
Restaurants....... 6.59 7.19 7.85 8.39 9.40 10.82 12.21 12.46 12.84 13.96
Transport, storage &
Communications.... 3.67 4.09 4.25 4.08 4.18 4.81 5.01 5.84 6.44 7.03
Finance............... 11.69 12.32 11.90 10.35 9.98 9.72 9.52 10.25 11.32 11.73
Public Administration
and Defense....... 3.45 3.76 4.42 4.59 4.94 5.15 5.37 6.04 5.60 6.06
Other Services........ 6.73 6.11 6.07 5.72 5.89 6.32 6.24 6.45 6.46 7.32

----------
Source: NATIONAL ACCOUNTS STATISTICS, 2003

Growth rates of the various economic sectors (measured in 1993/94
prices) during the period from 1998/1999 to 2003/2004 are set forth below.

B-6

GROWTH IN GDP BY SECTOR
(% ANNUAL REAL CHANGE)

1998/99 1999/00 2000/01 2001/02 (a) 2002/03 (b) 2003/04 (c)
------- ------- ------- ----------- ----------- -----------

Agriculture, forestry, logging,
fishing, mining and quarrying............. 5.9 0.6 -0.1 6.4 -4.0 8.6
Manufacturing, construction,
electricity, gas and water supply.......... 3.8 5.0 7.0 3.4 6.2 6.7
Transport, communication and trade........... 7.7 8.6 6.9 8.6 7.0 10.9
Banking, insurance, real estate and
business services.......................... 7.4 10.6 3.5 4.5 8.8 6.4
Community, social and personal
services................................... 10.4 12.2 5.6 5.3 5.8 5.9
Total GDP.................................. 6.5 6.1 4.4 5.8 4.0 8.1

----------

Source: CENTRAL STATISTICAL ORGANISATION DATA

(a) Provisional

(b) Quick estimate

PUBLIC SECTOR ENTERPRISES

The national and state governments own or control a substantial number
of enterprises that account for a significant portion of the country's
non-agricultural economic activity. State ownership is prevalent in the mining,
public utilities, railway, banking, insurance, communications, heavy
engineering, chemicals, shipbuilding, paper and financial services sectors.
Sectors of total GDP attributable to state ownership rose rapidly in the 1960s
and 1970s and less rapidly in the 1980s and the 1990s. State ownership accounted
for between 24% to 25% of GDP during the period from 1993/1994 to 2000/2001.
Nowadays, state ownership is less dominant in many critical sectors and is
likely to decline further in the future.

Through the 1990s, there has been an increasing consensus on the merits
of privatization. Beginning in 1991/1992, minority holders began to sell some of
their interests in state-owned industries, but the majority of those companies'
ownership was still state-owned. From 1990/2000 onwards, however, the emphasis
shifted to "strategic sales" whereby even those majority stakes have been
privatized. To date, the Indian central government controls 240 companies; since
1991, it has divested its equity in forty-eight companies and raised Rs. 450.66
billion from such sales. In 2003/2004, the Indian government collected Rs.
155.47 billion in divestiture sales, which exceeded its target of Rs. 132.00
billion.

INFLATION

Inflation has decreased over the past several years due to adequate
food stocks, adequate foreign exchange reserves and a stronger rupee in an
environment of subdued global inflationary expectations. Indian monetary policy
has also contained inflationary expectations.

From 1993/1994 to 1999/2000, the inflation rate was 4% per annum, as
compared to 7% per annum from 1993/1994 to 1998/1999. The inflation rate as
measured by the consumer price index for industrial workers, which measures
changes in prices for goods and services consumed by industrial workers, was
3.9% during 2003/2004, a decrease of 0.1% from 2002/2003. The wholesale price
index, which measures changes in prices of all commodities in India, declined to
4.47% in the last week of 2003/2004 and is within the target set by the Ministry
of Finance and the Reserve Bank of India. The Ministry of Finance aims to keep
the inflation rate below 5% during 2004/2005.

The following table sets forth annual percentage changes in the rate of
inflation during the period from 1998/1999 to 2003/2004:

B-7

ANNUAL RATES OF INFLATION
(% CHANGE OVER PREVIOUS YEAR)

1998/1999 1999/2000 2000/2001 2001/2002 2002/2003 2003/2004
--------- --------- --------- --------- --------- ---------

Wholesale Price Index.......... 5.9 3.3 7.1 3.6 3.4 5.5
Consumer Price Index for
Industrial Workers........... 13.1 3.4 3.8 4.3 4.0 3.9

----------

Source: MINISTRY OF INDUSTRY AND MINISTRY OF LABOUR

WAGES AND EMPLOYMENT

From 1982/1983 to 1999/2000, employment grew at an average annual rate
of 2.02%, and the labor force grew at an average annual rate of 1.96%. The total
labor force is presently estimated to be 597.7 million, and the Indian
government expects the workforce to increase by approximately 49.99 million from
2002 to 2007 and another 59.18 million from 2007 to 2012. While the percentage
of the workforce employed in the agricultural sector has declined in recent
years, agriculture labor continues to account for approximately 57% of the work
force.

Estimates of unemployment are not readily available in India.
Unemployment figures are reported for urban areas only and only for laborers
that register with unemployment offices. Unemployment data also does not reflect
those that are under-employed in the Indian economy, which constitutes a large
portion of the workforce.

While unions attempt to increase wages through trade unions, their
overall effect on labor costs and prices is small due to their weak bargaining
power in a labor-surplus economy. Although India has a minimum wage, its rates
vary from state to state and are not applicable to small companies.

AGRICULTURE

The growth rate of GDP was in the past strongly influenced by the
agricultural sector. More recently, the sector's share of GDP has fallen
significantly, and, as a result, aggregate GDP has become less sensitive to
fluctuations in agricultural performance.

Nevertheless, agriculture remains a key sector of the Indian economy.
Agriculture accounts for approximately 14.7% of total export earnings and
provides raw material such as textiles, silk, sugar, rice and dairy products to
many Indian industries. Rural areas are the largest market for low and
mid-priced durable and non-durable consumer goods. The agricultural sector is
growing annually at approximately 2.2%.

Within the last forty years, India has expanded irrigation
capabilities, improved its technical and mechanical production capabilities and
introduced an extensive hybridization program. India figures prominently in the
production of many agricultural goods. For example:

o India is the largest producer of pulses in the world, the second
largest producer of rice and wheat and the fourth largest
producer of coarse grains;

o India is among the world's largest producers of cotton, sugar,
sugarcane, peanuts, jute, tea and spices;

o India accounts for about 10% of the world fruit production and
ranks first in the production of mangos, bananas, sapota and
acid lime;

o India's milk production, estimated at 84.6 million tons, is the
highest in the world;

o India is the fifth largest producer of eggs and seventh largest
producer of meat; and

o India is the largest producer of coconuts, areca nuts, cashew
nuts, ginger, turmeric and black pepper.

In recent years, there has been a considerable emphasis on crop
diversification, and horticulture (i.e., fruits, vegetables, ornamental crops,
medicinal and aromatic plants and spices) and plantation crops (i.e., coconut,
cashew

B-8

nut and cocoa) have been promoted. Critical infrastructure for cold storage,
refrigerated transportation, rapid transit, grading, processing, packaging and
quality control has aided these new emphases.

The annual monsoon significantly affects the agricultural sector. The
country experienced a severe drought in July 2002, which is a crucial month for
sowing and plant growth, and the drought was followed by below average rainfall.
The events contributed to a decline of approximately 5.2% agricultural GDP.

The following table sets forth the results of agricultural production
during the period 1999/2000 through 2003/2004:

PERFORMANCE OF AGRICULTURAL PRODUCTION

1999/2000 2000/2001 2001/2002 2002/2003 2003/2004(c)
--------- --------- --------- --------- ------------
(MILLION TONS)

Rice.................................... 89.68 84.98 93.08 72.66 87.94
Wheat................................... 76.37 69.68 71.81 65.10 76.12
Coarse cereals.......................... 30.34 31.08 33.94 25.29 33.72
Total Pulses............................ 13.41 11.07 13.19 11.14 14.42
Total food grains....................... 209.8 196.81 212.02 174.19 212.20
Total Nine Oilseeds..................... 207.1 184.40 208.00 150.58 249.75
Sugarcane (cane)........................ 2,993.2 2,959.60 3,001.00 2,815.75 2,554.56
Cotton (a).............................. 115.3 95.20 100.90 87.16 123.88
Jute and mesta (b)...................... 105.5 105.60 116.40 113.77 115.92

1999/2000 2000/2001 2001/2002 2002/2003 2003/2004(c)
--------- --------- --------- --------- ------------
(MILLION TONS)
(% CHANGE IN PRODUCTION OVER THE PREVIOUS YEAR)
-----------------------------------------------------------------------

Rice.................................... 4.2 -5.2 9.5 -21.9 21.0
Wheat................................... 7.1 -8.8 3.1 -9.3 16.9
Coarse cereals.......................... -3.2 2.4 9.2 -25.5 33.3
Pulses.................................. -10.1 -17.4 19.2 -15.5 29.4
Total food grains....................... 3.0 -6.2 7.7 -17.8 21.8
Oilseeds................................ -16.3 -11.0 12.8 -27.6 65.9
Sugarcane............................... 3.7 -1.1 1.4 -6.2 -9.3
Cotton.................................. -6.2 -17.4 6.0 -13.6 42.1
Jute and mesta.......................... 7.5 0.1 10.2 -2.3 1.9

----------
(a) Million bales of 170 kilograms each.

(b) Million bales of 180 kilograms each.

Source: MINISTRY OF AGRICULTURE

INDUSTRY

The strategy of Indian industrialization did not change significantly
prior to 1990. It emphasized heavy industry, public ownership, and import
substitution. Most of India's industry during the early years of the
post-independence era revolved around the processing of primary goods such as
textiles. The government's import substitution policies have contributed to the
development of a large industrial base, which produces, among other items,
capital goods and components, cement, steel, consumer durables and consumer
products.

The Indian government introduced a new industrial policy in 1991 that
was designed to promote industrial expansion and greater participation by the
private sector. The new industrial policy has abolished a licensing system for
industrial activity that previously existed in all but fifteen strategic
industries, including industries relating to defense equipment, aerospace and
petroleum. In addition, since 1991, the Indian government has permitted the

B-9

private sector to participate in industrial activity relating to the core and
basic sectors of the economy (i.e., electricity, coal, petroleum, petroleum
refining, steel and cement), which were previously reserved for the public
sector enterprises only.

The following table sets forth changes in the Index of Industrial
Production, which is an index that measures the growth of industrial activity in
the Indian economy:

ANNUAL PERCENTAGE GROWTH RATES IN MAJOR SECTORS OF INDUSTRY

WEIGHTING(a) 1998/1999 1999/2000 2000/2001 2001/2002 2002/2003 2003/2004
------------ --------- --------- --------- --------- --------- ---------

Mining............. 104.73 -0.79 1.00 2.84 1.26 5.80 4.52
Manufacturing...... 793.58 4.40 7.16 5.35 2.85 6.01 6.75
Electricity........ 101.69 6.43 7.34 3.97 3.10 3.22 4.31
General............ 1,000 4.10 6.62 5.02 2.69 5.78 6.34

----------
(a) % of General Index of Industrial Production accounted for by particular industrial sector.

Source: CSO DATA

A modest increase in industrial activity beginning in March 2002
permeated all economic segments during 2002/2003 and 2003/2004, and
manufacturing contributed more than 80% of the overall growth of industrial
production during that period. A sharp rise in the production and imports of
capital goods indicated greater investment demand. Business confidence improved
in all sectors against the backdrop of improved performance in the corporate
sector, less inventory accumulation and an expansion in capacity utilization and
order books. Industrial activity was also broadly insulated from the impact of
the drought of 2002/2003, except for the durable consumer goods segment where
the decreased income adversely affected production.

TEXTILES.

The textile industry is a labor intensive industry with a low cost of
labor. India is one of the largest producers of textiles in the world and
competes with countries like China, Bangladesh and Pakistan in this field.
Textiles contribute significantly to India's exports.

The textile industry was one of the first industries privatized in
connection with the Indian government's structural reform program, and the
industry has undergone a major restructuring in recent years. Specifically,
textile mills have modernized their plants and machinery and devoted greater
attention to exports. To promote garment exports, the Indian government has
begun a program called the Apparel Park for Exports, which subsidizes the
construction and development of apparel manufacturing facilities.

CHEMICALS

India is a major producer of fertilizer and produced 31 million tons in
the 2002/2003, as compared with 20 million tons during 1993/1994. It imported
approximately 3 million tons during 2002/2003 to meet its demand requirement.
India is largely self-sufficient in its requirements of caustic soda, soda ash,
potash, paints and varnishes, soaps, detergents and drugs, pharmaceuticals and
other chemicals. Its production of petrochemicals is not sufficient to meet
demand. .

ELECTRONICS

The electronics industry has experienced high growth since the 1960s.
From 1996/97 to 2001/2002, the industry experienced a 300% growth rate. Software
exports have become increasingly important to India's exports and international
image and rely upon public investments in human capital, decreased trade
barriers and a highly competitive private sector.

A unique feature of this industry is its emphasis on exports. Software
exports have grown at a compound growth rate of over 50% per year for the last
five years. Electronics hardware exports also grew sharply in

B-10

2000/2001 and 2001/2002 and reached a level of Rs. 58.71 billion in 2001/2002, a
growth of 22.6% as compared with the previous year.

The Indian information technology market grew from Rs. 54.5 billion
(US$1.73 billion) in 1994/1995 to Rs. 793.4 billion (US$16.5 billion) in
2002/2003, accounting for 3% of India's GDP in 2002/2003. The industry employed
approximately 700,000 professionals in India in 2002/2003.

Other important electronic segments include the information
technology-enabled services sector and business process outsourcing. These
segments grew 59% and reached a level of Rs. 113 billion (US$2.3 billion) in
2002/2003.

STEEL

India's developmental policies have historically promoted the steel
industry, and those policies have resulted in the construction of a series of
integrated plants. In the late 1990s, the steel industry experienced slow output
growth due to a combination of weak domestic demand growth and competition from
imports. Over the past three years, the situation has improved. World steel
prices have risen since January 2002. Domestic steel demand has also risen due
in part to a highway construction project undertaken under the National Highway
Authority of India.

CEMENT

The cement industry has recovered since 2001/2002. It registered a
growth rate of 9.52% during 2001/2002 and maintained that trend in 2002/2003 due
to an increase in capital expenditures. The first phase of the highway project
noted above generated estimated demand for ten million tons of cement. The
growth of the housing sector has also increased demand for cement. Cement
producers exported 5.14 million tons in 2001/2002.

ENERGY

Energy is one of the major factors in Indian economic development. An
important recent development in the energy sector is the privatization of power
distribution in the Indian cities of Orissa and Delhi, which aimed to emulate
the success of private sector distribution in the Indian cities of Mumbai,
Kolkata and Ahmedabad.

ELECTRICITY

Total power generation in February 2004 was measured at 460.36 billion
kilowatt hours, an increase of 12.1% over the same period of the previous year.
Thermal and hydro-generation grew by 9.8 % and 47.2% respectively. Nuclear power
generation declined by 11.9%. Total electricity generation recorded a growth of
3.6% in 2002/2003 as compared with the previous year. On March 31, 2002, thermal
plants accounted for 71% of capacity and 82 % of generation. The "plant load
factor," which is a measure of operational efficiency of thermal power plants,
improved from 64.7% in 1997/1998 to 71.1% in 2002/2003.

The power sector has been delivering unsatisfactory performance in
terms of reliable access to electricity. The energy and peak shortages of power
have been around 7.5% and 12.1%, respectively. To address the problems, the
Tenth Five-Year Plan aims to increase generation capacity by 40%.

The basic problem faced by this sector is the gap between the cost of
user charges and the cost of supply. Despite reform efforts, the gap between the
cost of supply and the average tariff increased in recent years from a level of
Rs. 0.23 in 1992/1993 to about Rs. 1.1 in 2001/2002. Revenues dropped from 82.2%
of costs to 68.6% during that same period.

The Indian parliament passed the Indian Electricity Act 2003 in 2003,
which replaced the predecessor Indian Electricity Act of 1910, the Indian
Electricity (Supply) Act of 1948 and the Indian Electricity Regulatory
Commissions Act of 1990. The Indian Electricity Act 2003 aims to encourage
competition and choice and reduce government regulation.

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COAL

The total production of coal and lignite increased from 320.2 million
tons in 1997/1998 to 367.3 million tons in 2002/2003. The production of coal
grew 5% from April 2003 to February 2004 as compared with a growth of 4.2% in
the corresponding period of the previous year. India was a net exporter of coal
until 1978/1979, after which the import level increased significantly. The net
imports of coal increased from 8.8 million tons in 1995/1996 to 20.9 million
tons in 2002/2003.

PETROLEUM AND NATURAL GAS

The oil and natural gas industry has recently experienced major efforts
at liberalization. Refining capacity in late 2000/2001 increased such that India
is now a net exporter of the petroleum products. Net exports of petroleum
products were 3.08 million tons in 2001/2002, and 2.11 million tons from April
to November 2002. Three new refineries under construction will add a capacity of
twenty-four million tons.

Total crude petroleum production in 2002/2003 and 2001/2002 was at 30.2
and 29.2 million tons, respectively. From April 2003 to February 2004, crude
petroleum production grew by 0.9%, as compared with a growth of 3.4% in the same
period of the previous year. Net imports of crude oil registered grew from 20.7
million tons in 1990/1991 to 57.8 million tons in 1999/2000--an annual average
growth rate of 12.1% during the 1990s. Net imports of crude oil grew to 82
million tons in 2002-03. Offshore crude oil production accounted for
approximately 63% of the total production in 2001/2002.

Natural gas is an important alternative to liquid fuels, which have
increased in importance in the last decade. Natural gas production rose to 20.61
billion cubic meters from April to December 2002, which is 4.5% higher than the
corresponding period in the previous year. Total production during 2001/2002 was
29.71 billion cubic meters, which is an increase of 0.8% over the previous
year's period.

INFRASTRUCTURE

Indian government efforts have substantially improved some areas of
Indian infrastructure over the past decade. Its efforts involved new
institutional arrangements like a "build-operate-transfer" program whereby a
private company builds and operates a public infrastructure project and later
sells it to the government, user charges, new technologies, private sector
production and a regulatory framework that fosters competition. The Indian
government implemented the "Central Sector Projects" to promote infrastructure
development in the power, petroleum and coal sectors. Most projects relate to
the railways and the surface transport sectors.

Economic growth in the 1980s and 1990s highlighted weaknesses in Indian
infrastructure, especially gaps relating to power, roads, highways, ports and
telecommunications. Despite a diminishing demand-supply gap in the second half
of the 1990s, infrastructural weaknesses remain the major impediment to higher
growth. Financing continues to be a critical issue in the infrastructure
development.

Energy transport infrastructure will restrict significant acceleration
in GDP growth during the Tenth Five-Year Plan period. GDP growth of
approximately 8% would require an industrial sector growth of over 10%.

RAILWAY

India's rail system is among the largest railway systems in the world.
India's railway system has an extensive network covering 63,140 kilometers, of
which approximately 25% is electrified. The railways had originating
revenue-earning freight loading of 555.74 million tons during 2003/2004,
representing an increase of 7.1% as compared with 2002/2003.

Indian railways have instituted several reforms in the face of
competition from other modes of transportation in an attempt to increase its
share in the transportation ector. Some of these initiatives include:

o a rationalization of its freight structure;

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o undertaking operational improvements; and

o delegating more powers to railway general managers.

ROADS

The total road network in India spans more than 3.3 million kilometers.
National highways constitute 58,100 kilometers and carry approximately 45% of
the total road traffic.

The Indian government's creation of a Central Road Fund as a major new
source of funding for national, state and rural roads is an important recent
innovation. It is part of the National Highway Development Project that aims to
expand existing two-lane highways to four or six lanes as well as strengthen
existing lanes on nearly 13,000 kilometers of highway. The Indian government has
estimated the annual toll potential of the "Golden Quadrilateral," which
includes India's four major cities, to be Rs. 37.00 billion and of the
North-South and East-West corridors to be Rs. 45.00 billion.

PORTS

Twelve major and 184 minor and intermediate ports service the Indian
coastline. Major ports service approximately 75% of India's port traffic while
minor and intermediate ports service the remainder. During 2001/2002, major
ports serviced approximately 288 million tons of cargo out of a total capacity
of 344 million tons. The Tenth Five-Year Plan projects that the total capacity
of major Indian ports will reach 470 million tons. The total cargo serviced at
major ports registered 8.7% growth in from April to December 2002, as compared
with 1.6% in the previous year's corresponding period. The Indian government has
also proposed privatizing major Indian ports.

AIR TRANSPORT

The civil aviation sector has made significant improvements in coping
with the growth of international and domestic traffic. Two "scheduled" non-state
owned airlines provide regular domestic air services in addition to the
state-owned Indian Airlines. There are forty "non-scheduled" operators, which
are airlines that do not serve the public or operate under regular or published
schedules.

Private operators carry 52.6% of the domestic air-traffic. The number
of passengers using private sector air services in India has increased from
15,000 in 1990 to about 6.7 million in 2001. Although the Indian government
sought to privatize Indian Airlines and Air India, that privatization has been
delayed due to lack of bidder interest.

TELECOMMUNICATIONS

The telecommunications sector has grown since 1995. Total telephone
connections on March 31, 2004 numbered 76.16 million, consisting of 42.58
million fixed lines and 33.58 million cellular connections. Mobile connections
and fixed connections grew by 160% and 3%, respectively, in 2003/2004 as
compared with the previous year. Long distance and mobile phone tariffs
decreased by 25% and 74%, respectively, in 2003/2004 as compared with the
previous year. The number of phone lines per 100 persons of the population
increased from 3.6 in March 2001 to 4.9 by December 2002. The Indian government
aims to increase this figure to 9.91 by March 2007.

The Indian telecom sector ranked first in terms of actual foreign
direct investment inflow from August 1991 to February 2003. The sector attracted
foreign direct investment valued at Rs. 98.72 billion from August 1991 to
January 2004.

FISCAL POLICY

Indian fiscal policy plays a key role in the country's macroeconomic
stability. However, India's increasing competition and economic transparency
complicate its fiscal policy formulation because the government is unable to
predict certain economic elements, including the magnitude, speed and direction
of foreign trade and capital flows.

B-13

In an increasingly privatized and open economy, fiscal policy depends, among
other things, upon the nature of India's monetary and exchange rate policies,
capital market transparency and prevailing macroeconomic conditions.

Fiscal reforms in the 1990s substantially restructured the Indian tax
system. The reforms focused on the stability of tax rates, rationalization and
simplification of tax laws and tax compliance. Marginal income tax rates were
reduced substantially, and compliance costs have been reduced. The Indian
government reduced customs and input and output tariff rates in order to align
the tariff structure with that of the other developing countries in the region.
In 2003, a government task force also proposed removing tax exemptions, reducing
transaction costs for taxpayers and making the tax system neutral with respect
to the allocation of resources. The government has not yet implemented this
proposal but received it favorably.

High fiscal deficits continue to concern India's economic policy
planners due to declining taxes and increases in government expenditures. The
fiscal deficit increased from 6.8% of GDP in 1996/1997 and to 10.0% of GDP by
the end of 2002; in 2002/2003, it was 5.4% of GDP. The revenue deficit also
increased from 3.6% of GDP to 6.3% of GDP from 1996/1997 by the end of 2002. In
2003/2004, the fiscal deficit has been contained at 4.8% of GDP (which is below
the budgetary estimate of 5.6%) due to government tax collections and because
the privatization proceeds received by the Indian government have exceeded
estimates.

Indian fiscal policy for 2003/2004 emphasizes:

o poverty eradication;

o infrastructure development;

o fiscal consolidation;

o development of agriculture processes, including irrigation; and

o increasing efficiency in the manufacturing sector.

The Indian government is effecting fiscal consolidation through tax
reforms and the elimination of budgetary drags such as the excise duty and the
service tax. Debt restructuring and cash management as part of expenditure
management are also integral elements of fiscal consolidation. Tax
rationalization measures announced in January 2004 are expected to further
strengthen Indian fiscal reform.

The Indian government aims to reduce deficits at both the central
government and state levels. The Indian government aims to increase the central
government's gross tax revenue to 9.9% of GDP by the end of 2006/2007, as
compared with 8.2% in the 2001/2002.

The following table sets forth government expenditures:

B-14

TOTAL EXPENDITURES OF THE NATIONAL GOVERNMENT

2000/2001 2001/2002 2002/2003* 2003/2004RE 2004/2005BE
--------- --------- ---------- ----------- -----------
(RS. BILLION)

Total Expenditures................... 3,255.92 3,624.53 4,003.96 4,742.55 4,574.34
Non-Plan Expenditures, including..... 2,429.23 2,611.16 2,889.42 3,527.48 3,223.63
(a) Interest Payments**............ 993.14 1,074.6 1,178.04 1,245.55 1,295
(b) Defense Expenditures***........ 496.22 542.66 556.62 603 660
(c) Subsidies...................... 268.38 312.1 435.15 447.0726 451.7535
Tenth Five-Year Plan Expenditures.... 826.69 1,011.94 1,114.55 1,215.07 1,350.71
Revenue Expenditures................. 2,778.39 3,016.11 3,396.27 3,628.87 3,807.42
Capital Expenditures................. 477.53 608.42 607.69 1,113.68 766.92

AS % OF TOTAL EXPENDITURES (%)

2000/2001 2001/2002 2002/2003 2003/2004 RE 2004/2005 BE

Non-Plan Expenditures, including..... 74.6 72.0 72.2 74.4 70.5
(a) Interest Payments.............. 30.5 29.6 29.4 26.3 28.3
(b) Defense Expenditures........... 15.2 15.0 13.9 12.7 14.4
(c) Subsidies...................... 8.2 8.6 10.9 9.4 9.9
Plan Expenditures.................... 25.4 27.9 27.8 25.6 29.5
Revenue Expenditures................. 85.3 83.2 84.8 76.5 83.2
Capital Expenditures................. 14.7 16.8 15.2 23.5 16.8

----------
* Actuals of 2002/2003 are provisional.

** RE 2003/2004 includes premium of Rs. 40.80 billion for prepayment of foreign and internal debt.

*** Net of defense receipts. Includes defense capital expenditure

Source: ANNUAL BUDGET (INTERIM), 2004/2005

The Indian government's increasing reliance on borrowing has led to a
continuous growth in total outstanding debt. Internal liabilities increased from
54.6% of GDP in 1999/2000 to 68.3% in 2003/2004. Despite a reduction in external
debt as a percentage of GDP, total outstanding liabilities as a percentage of
GDP has increased from 57.9% in 1999/2000 to 70.7% in 2003/2004.

Greater internal liabilities have raised interest rates. The average
rate of interest on internal government debt rose from 7.35% in 1991/1992 to
9.08% in 1997/1998 and increased further to 10.82% in 2001/2002. More recently
however, the average interest rate on internal debt fell to 9.93% in 2002/2003
revised estimates, and the average interest rate on the external debt declined
from 9.55% in 1992/93 to 6.31% in 2002/2003 revised estimates.

OUTSTANDING LIABILITIES OF THE GOVERNMENT OF INDIA

1999/2000 2000/2001 2001/2002 2002/2003(a) 2003/2004(b)
(RS. BILLION)

1. Internal liabilities............. 9625.92 11,025.95 12,948.63 15,042.26 17,191.33
a) Internal debt.................. 7142.54 8,036.97 9,130.61 10,371.63 11,586.39
b) Other internal liabilities..... 2483.38 2,988.98 3,818.02 4,670.63 5,604.94
2.External debt (outstanding)*...... 584.37 659.45 715.46 576.5 609.31
3.Total outstanding liabilities (1+2) 10,210.29 11,685.4 13,664.09 15,618.76 17,800.64
4.Amount due from Pakistan
on account of share of partition
debt 3 3 3 3 3
5.Net liabilities (3-4)............. 10,207.29 11,682.4 13,661.09 15,615.76 17,797.64
6.Total assets...................... 6,077.1 6,765.8 7,605.9 8,547.6 9,564.4
7.Excess of liabilities over assets (5-6) 4,130.2 4,916.6 6,055.2 7,068.2 8,233.2

AS % OF GDP AT CURRENT PRICES
1.Internal liabilities (outstanding) 54.6 57.5 61.9 66.9 68.3
a) Internal debt.................. 40.5 41.9 43.7 46.1 46
b) Other internal liabilities..... 14.1 15.6 18.3 20.8 22.3
2. External debt (outstanding)*..... 3.3 3.4 3.4 2.6 2.4
3.Total outstanding liabilities..... 57.9 60.9 65.3 69.4 70.7
6.Total assets...................... 34.5 35.3 36.4 38 38
7.Excess of liabilities over assets. 23.4 25.6 29 31.4 32.7

----------
(a) Revised estimate

(b) Budget estimate

* External debt figures represent borrowings by the government from external sources and are based upon historical
rates of exchange

Source: ECONOMIC SURVEY 2002/2003, GOVERNMENT OF INDIA MINISTRY OF FINANCE

MONETARY POLICY

Indian monetary policy changed in recent years in response to financial
sector reforms and the growing external orientation of the Indian economy.
Current monetary policy aims to enhance financial sector efficiency, preserve
financial stability and improve transmission mechanisms by transitioning from
direct to indirect monetary instruments. Current monetary policy seeks to ensure
adequate monetary "liquidity" that can meet credit growth and

B-15

support investment demand while at the same time controlling inflation and
promoting softer interest rates and greater medium-term flexibility in India's
interest rate structure.

Bank rate changes, combined with the cash reserve ratio and repo-rate
changes, have emerged as important liquidity and monetary management tools.
India's "liquidity adjustment facility" has evolved as an effective mechanism
for absorbing and increasing day-to-day monetary liquidity, providing a corridor
for the "call" money market. During 2002/2003, government reforms in the banking
sector promoted a soft interest rate regime and greater bank operational
efficiency, as well as stronger bank regulatory mechanisms and better banking
technology.

The following table sets forth changes in the "M1" and "M3" money
supply from 1993/1994 to 2002/2003. "M1" includes all currency in circulation as
well as demand and other deposits with the public. "M3" includes all components
of M1 as well as fixed deposits and savings deposits.

CHANGES IN THE MONEY SUPPLY

1998/1999 1999/2000 2000/2001 2001/2002 2002/2003
(RS. BILLION)

Currency in circulation.............. 1,758.5 1,970.6 2,182.1 2,509.7 2,824.7
Demand deposits...................... 1,363.9 1,496.8 1,662.7 1,782.8 1,986.0
Money (Ml)........................... 3,090.7 3,418.0 3,794.5 4,225.3 4,728.3
M1 growth (%)........................ 15.4 10.6 11.0 11.4 11.9
Time deposits with banks............. 6,718.9 7,823.8 9,337.7 10,774.7 12,524.0
Broad money supply (M3).............. 9,809.6 11,241.7 13,132.2 15,000.0 17,252.2
M3 growth (%)........................ 19.4 14.6 16.8 14.2 15.0

Source: RESERVE BANK OF INDIA

BANKING AND FINANCE

THE RESERVE BANK OF INDIA

The Reserve Bank of India is the central bank of India and is entrusted
with monetary stability, currency management and supervision of the financial
and payments systems. It was established in 1935, and its functions and focus
have evolved in response to India's changing economic environment. As the
central bank of India, it acts as the banker to the state and national
governments, the lender of last resort and the controller of the country's money
supply and foreign exchange. The Reserve Bank of India is the sole authority for
the issue of bank notes and the supervisory body of all banking operations in
the country.

COMMERCIAL BANKS

Commercial banks in India provide term finance and working capital for
industry, agriculture and trade. Commercial banks are categorized as either
"scheduled" or "non-scheduled" banks. Of late, public sector banks have
contained their interest expenses within reasonable levels due to high liquidity
conditions. Declining interest rates also allowed banks to realize gains on the
sale of appreciated securities. Provisions and contingencies increased for most
domestic bank groups, reflecting their attempts to improve their credit
portfolio, but declined for most foreign banks, reflecting improvements in their
asset portfolio.

Capital levels of the banking sector improved with the overall capital
adequacy of scheduled banks rising from 10.4% in March 1997 to 12.6% in March
2003 due to the increased reinvestment of profits into reserves. All public
sector banks had capital above the stipulated minimum. At the aggregate level,
out of the 93 scheduled banks (and excluding regional rural banks), two did not
satisfy the stipulated 9.0% capital adequacy ratio.

Bank credit risk management has also improved due to improved risk
management practices, greater recovery efforts and the Indian Securitisation and
Reconstruction of Financial Assets and Enforcement of Security Interest Act.
Overall non-performing assets in the banking sector declined in March 2003 by
over Rs. 20.00 billion,

B-16

or 8.8% of gross advances. Indian banks recovered approximately Rs. 5 billion
through June 2003. Banks are also improving their provisioning levels.
Cumulative provisioning against gross non-performing assets of public sector
banks increased from 42.5% in 2001/2002 to 47.2% in 2002/2003. Due to this
increased provisioning, net non-performing assets to net advances of public
sector banks declined from 5.8% in 2001/2002 to 4.5% in 2002/2003.

Increased competition has also affected the Indian banking system.
Interest margin for scheduled banks, which is the excess of interest income over
interest expense normalized by total assets, has declined. Banks have also
curtailed expenditures, decreased operating expenses and increased worker
productivity.

OTHER FINANCIAL INSTITUTIONS

Most Indian financial institutions were initially established when
Indian capital markets were relatively underdeveloped and incapable of
adequately meeting the long-term financing needs of the economy. With the
improvement of the long-term funds market though and increased financial sector
reform, the subsidized credit from financial institutions that previously
existed is no longer as important. Further, as concessional sources of finance
decrease and Indian financial institutions and banks become more alike, Indian
financial institutions not only must raise funds at prevailing market rates but
must also compete in their asset and liability aspects. Structural changes in
the Indian financial system, coupled with the recent industrial slowdown, have
diminished the business volume and profitability of Indian financial
institutions. As a result, Indian financial institutions are adjusting their
businesses, diversifying their client bases, activities and products.

The Indian financial institution sector includes term-lending
institutions, investment institutions, specialized financial institutions and
refinance institutions. Nine financial institutions fall within the regulatory
and supervisory domain of the Reserve Bank of India. These are the Industrial
Development Bank of India, IFCI Ltd., the Industrial Investment Bank of India
Ltd., the Small Industries Development Bank of India, the Export-Import Bank of
India, the Tourism Finance Corporation of India Ltd., Infrastructure Development
Finance Company Ltd., the National Bank for Agriculture and Rural Development
and the National Housing Bank.

In contrast to the rising trend in financial assistance sanctioned and
disbursed by financial institutions from 1996 to 2000, a sharp decline in such
assistance occurred in 2001/2002 and 2002/2003. Lack of demand for new projects,
exhaustion of unutilized capacities for meeting the increased demand for
industrial products, competition from commercial banks and project delays have
all contributed to a substantial decline in financial assistance sanctioned and
disbursed by select financial institutions. This trend continued despite recent
growth in the services sector because service industries are generally human
capital-intensive and do not require long-term or project finance.

In 2002/2003, the financial performance of financial institutions
declined against the previous year due to declines in spread and non-interest
income as well as a rise in other expenses. IFCI Ltd. and Industrial Investment
Bank of India Ltd. accumulated high levels of non-performing assets and
provisioning, which led to decreased profitability and capital erosion.
Excluding these two institutions, financial institutions registered positive
operating and net profits in 2003/2003 against previous year. The increase in
non-performing assets at many Indian financial institutions is due, in part, to
slow economic recovery and non-efficient investment thresholds that exist in
some economic sectors.

Strengthening the financial sector and improving the financial markets
are the core objectives of financial reform in India. Specifically, the reforms
aim to create greater accountability and market discipline. They also promote
improved capital adequacy, asset classification and provisioning, accounting
standards, exposure and disclosure norms, investment and risk management and
asset liability management.

CREDIT ALLOCATION

India's cash reserve ratio, its bank rate and repo rate changes have
emerged as important tools of Indian monetary policy. Indian monetary policy has
traditionally reflected a policy bias for soft interest rates and a flexible
interest rate structure. The cash reserve ratio was reduced from 5.5% to 5.0% in
June 2002, then to 4.75% in November 2002 and to 4.5% in June 2003. As a
consequence, Indian banks' lendable resources increased by

B-17

approximately Rs. 135.00 billion. India's bank rate and liquidity adjustment
facility repo rate were each reduced by .25% in October 2002, and the liquidity
adjustment facility repo rate was reduced by another 0.50% in March 2003.
However, bank lending rates exhibited somewhat sluggish downward movements.

CAPITAL MARKETS

The Indian government has instituted many measures since 1991 to
promote the development of the Indian capital markets, including the decontrol
of offering prices, the opening of an over-the-counter market and development of
a national stock exchange. Recent policies aim to enhance market efficiency and
improve investor protection by promoting greater transparency and improved
trading and settlement systems. The Indian government enacted the Indian
Companies (Second Amendment) Act, 2002, which provides for new insolvency laws
and requires insolvent companies to rehabilitate and wind up within two years.
The Securities and Exchange Board of India, which we refer to as "SEBI," was
vested with search and seizure powers in cases relating to insider trading and
market manipulations.

BALANCE OF PAYMENTS

India's foreign exchange reserves has improved substantially from a
reserve drawdown of US$1.28 billion in 1990/1991 to a reserve build-up of
US$16.9 billion in 2002/2003. The current account deficit, which signifies a
country's overall current liabilities, has decreased from 3.1% of GDP in
1990/1991 to a current account surplus of 0.7% of GDP in 2002/2003. Inflows have
generally remained buoyant. The country's overall balance of payments position
has improved significantly in the past decade.

The improvement in India's external sector position is in part due to
an openness in terms of the share of tradeables in the economy. The ratio of
exports to GDP has increased from 8.3% in 1998/1999 to 10.4% of GDP in
2002/2003. The share of imports to GDP has increased from 11.5% in 1998/1999 to
12.8% in 2002/2003. The rise in the overall current account surplus is due to
the increasing contribution of service sector exports, in particular information
technology-related exports. Software exports have surged from US$1.7 billion in
1997/1998 to an estimated US$9.6 billion in 2002/2003. The rise in current
receipts has had positive effects on debt service capabilities and on import
purchasing power. Bank capital movements, supported by stable non-resident
deposits, brought in higher net capital flows, notwithstanding substantial
pre-payments of multilateral debt in 2002/2003.

In 2003/2004, a combination of lower global interest rates and U.S.
dollar weakness resulted in a surge in external commercial borrowings and
private transfers. Buoyancy in equity markets resulted in record high foreign
institutional investor inflows. There was an unprecedented order of accumulation
of foreign exchange reserves. Reserves reached US$100 billion in December 2003.
At the end of March 2004, reserves were at levels equal to approximately 16
months of imports.

India initiated a gradual process of capital account liberalization in
the early 1990s. The government's initial reform measures following a balance of
payments crisis in 1991 were predominantly aimed at current account
convertibility. Thereafter, the government further liberalized its policies
regarding foreign direct investment, portfolio investment and long-term
commercial borrowings. As the external sector increasingly consolidates, the
government has also liberalized its restrictions on outflows.

Although restrictions still exist in several sectors, in January 2004,
the Indian government--in an attempt to encourage foreign direct investment
inflows, new technologies and improved management practices--revised its foreign
direct investment limits in several sectors, including the banking, petroleum
and natural gas sectors. Guidelines for external commercial borrowings and
foreign currency convertible bonds have been revised in respect of eligibility,
end-use restrictions and spreads.

The following table sets forth the main components of India's balance
of payments from 1998/1999 to 2002/2003:

B-18

BALANCE OF PAYMENTS: MAIN COMPONENTS

1998/1999 1999/2000 2000/2001 2001/2002 2002/2003(a)
(US$MILLION)

Exports, f.o.b........................ 34,298 37,542 44,894 44,915 53,000
Imports, c.i.f........................ 47,544 55,383 59,264 57,618 65,474
Trade Balance (1-2)................... -13,246 -17,841 -14,370 -12,703 -12,474
Invisibles, net....................... 9,208 13,143 10,780 13,485 16,182
Current Account Balance (3+4)......... -4,038 -4,698 -3,590 782 3,708
Foreign Investment, net............... 2,412 5,191 5,862 6,692 4,555
External Assistance, Net.............. 820 901 410 1,117 -2,460
Commercial Borrowings, net............ 4,362 313 3,737 -1,576 -1,698
Short Term Credit, net................ -748 377 105 -891 979
Banking Capital....................... 698 2,127 811 5,592 8,243
Rupee Debt Service.................... -802 -711 -617 -519 -474
Other Capital, net.................... 1,693 2,246 -290 158 3,493
Total Capital Account (6 to 12)....... 8,435 10,444 10,018 10,573 12,638
Errors & Omissions.................... -175 656 -572 402 634
Overall Balance (5+13+14)............. 4,222 6,402 5,856 11,757 16,980
International Monetary Fund, Net...... -393 -260 -26 0 0
Reserves and Monetary Gold (Increase
(-), Decrease (+)).................. -3,829 -6,142 -5,830 -11,757 -16,980

(% OF GDP)

Exports............................. 8.3 8.4 9.8 9.3 10.4
Imports............................. 11.5 12.4 12.9 12.0 12.8
Trade balance....................... -3.2 -4.0 -3.0 -2.6 -2.4
Invisibles balance.................. 2.2 2.9 2.4 2.8 3.1
Current account..................... -1.0 -1.1 -0.8 0.2 0.7

----------
(a) Provisional estimates

Source: ANNUAL REPORT, 2002/2003, Reserve Bank of India

FOREIGN TRADE

India has experienced persistent trade deficits since the early 1980s.
Prior to the introduction of a structural reform program in 1991, India's
economic policy did not encourage exports and aimed instead for broad
self-sufficiency in most products through import substitution. The government
gradually recognized its need to correct this "anti-export" bias, and several
export promotion measures were instituted.

Apart from a move to a unified market-determined exchange rate system
in 1993, India's new trade policy emphasizes lower nominal tariffs, less import
restrictions and the gradual removal of "import licensing" requirements. The
trade policy reforms also emphasize export incentives and move away from direct
subsidies toward indirect export promotion. The "peak" tariff rate decreased
from 150% in 1991/1992 to 25% in 2003/2004. In January 2004, the peak rate of
customs duty on non-agricultural goods was further reduced to 20%. The Indian
government has also recently established export promotion zones and trade
agreements with certain Asian countries and has provided assistance to Indian
states for infrastructure development to promote foreign exports.

The following table sets forth changes in the composition of India's
trade balance during the period 1998/1999 through 2003/2004:

B-19

FOREIGN TRADE BALANCE

% CHANGE IN TRADE
---------------------- DEFICIT AS %
IMPORTS EXPORTS TRADE BALANCE IMPORTS EXPORTS OF EXPORTS
------- ------- ------------- ------- ------- ----------
(RS. BILLION)

1998/1999.............. 1,783.3 1,397.5 -385.8 15.7 7.4 27.6
1999/2000.............. 2,152.4 1,595.6 -556.8 20.7 14.2 34.9
2000/2001.............. 2,308.7 2,035.7 -273.0 7.3 27.6 13.4
2001/2002.............. 2,419.3 2,090.2 -329.1 4.8 2.7 15.7
2002/2003.............. 2,911.3 2,551.4 -360.0 20.3 22.1 14.1
2003/2004 (a).......... 3,464.7 2,836.0 -628.7 19.0 11.2 22.2

(US$BILLION) (%)

1998/1999.............. 42.4 33.2 -9.2 2.2 -5.1 27.6
1999/2000.............. 49.7 36.8 -12.8 17.2 10.8 34.9
2000/2001.............. 50.5 44.6 -6.0 1.7 21.0 13.4
2001/2002.............. 50.7 43.8 -7.0 0.4 -1.7 15.9
2002/2003.............. 60.2 52.7 -7.4 18.6 20.4 14.1
2003/2004 (a).......... 75.2 61.8 -13.4 25.0 17.3 21.6

----------
(a) Provisional estimates

Source: MINISTRY OF COMMERCE AND INDUSTRY, GOVERNMENT OF INDIA

The following tables set forth the composition of India's imports and
exports during the indicated periods:

COMPOSITION OF IMPORTS

1999/2000 2000/2001 2001/2002 2002/2003P 1999/2000 2000/2001 2001/2002 2002/2003P
(RS. BILLION) (US$MILLION)

I.BULK IMPORTS......... 851.3 951 966.4 1,168.5 19,646 20,816 20,263 24145
A.Petroleum, Crude and
Products............. 546.5 715 667.7 853.7 12,611.4 15,650 14,000 17,640
B.Bulk Consumption
Goods................ 104.7 65.9 97.5 114.6 2,416.9 1,443 2,043 2,368
C.Other Bulk Items..... 200.1 170.1 201.2 200.2 4,617.8 3,722 4,220 4137
1.Fertilizers...... 60.6 34.4 32.4 28.4 1,399.1 752 679 588
2.Non Ferrous Metals 23.7 24.4 30.9 31.2 546.9 534 647 645
3.Paper, Paperboards,
incl. News Prints 19.4 20.6 21.3 21.3 447.2 451 447 440
4.Crude Rubber, incl.
Synthetic and
Reclaimed........ 6.2 6.9 8.3 8.8 143.3 152 174 181
5.Pulp and Waste
Paper............ 11.1 12.9 14.1 16.5 255.2 282 295 340
6.Metalliferrous Ores,
Metal Scrap, etc. 37.9 35.4 54.6 48.6 874.5 774 1,144 1,003
7.Iron and Steel... 41.2 35.5 39.8 45.5 951.7 778 834 940
II.NON-BULK IMPORTS 1,301 1,357.8 1,485.6 1,797.5 30,025 29,721 31,150 37,142
A.Capital Goods....... 388.5 408.5 471.3 616.9 8,965.5 8,941 9,882 12,746
1.Manufactures
of Metals........ 17.6 17.8 19.4 23.2 405 390 407 480
2.Machine Tools.... 11.3 10 9.2 11.3 261.5 219 193 233
3.Machinery except
Electrical and
Electronic....... 118.9 123.8 141.7 166.5 2745 2709 2,971 3,441
4.Electrical Machinery
except Electronic 19 22 28.4 31 437.8 481 594 641
5.Electronic Goods
including computer
software......... 129.7 168.8 190.7 272.9 2,993.6 3,695 3,999 5,638
6.Transport Equipment 49.3 32 54.8 86.8 1,136.6 700 1,149 1,794
7.Project Goods.... 42.7 34.1 27.1 25.2 986 747 569 520
B.Mainly Export Related
Items.............. 395.1 368.2 393.9 495.1 9,117.3 8,059 8,260 10,230
1.Pearls, Precious
and Semi-Precious
Stones........... 235.6 219.6 220.5 293 5436 4,808 4,623 6,054
2.Organic and
Inorganic
Chemicals........ 124.2 111.7 133.5 143.5 2866.3 2,444 2,800 2,966
3.Textile Yarn,
Fabrics, Made-ups,
etc.............. 23.3 27.3 35.7 46.3 538.4 597 747 956
4.Cashew Nuts...... 12 9.6 4.3 12.3 276.5 210 90 254

C.Others........... 517.5 581.2 620.4 685.6 11,941.8 12,721 13,008 14,166
III.TOTAL IMPORTS (I+II) 2,152.4 2,308.7 2,452 2,966 49,671 50,536 51,413 61,286

1999/2000 2000/2001 2001/2002 2002/2003(a)
(%)

I.BULK IMPORTS......... 39.6 41.2 39.4 39.4
A.Petroleum, Crude and
Products............. 25.4 31.0 27.2 28.8
B.Bulk Consumption
Goods................ 4.9 2.9 4.0 3.9
C.Other Bulk Items..... 9.3 7.4 8.2 6.8
1.Fertilizers...... 2.8 1.5 1.3 1.0
2.Non Ferrous Metals 1.1 1.1 1.3 1.1
3.Paper, Paperboards,
incl. News Prints 0.9 0.9 0.9 0.7
4.Crude Rubber, incl.
Synthetic and
Reclaimed........ 0.3 0.3 0.3 0.3
5.Pulp and Waste
Paper............ 0.5 0.6 0.6 0.6
6.Metalliferrous Ores
Metal Scrap, etc. 1.8 1.5 2.2 1.6
7.Iron and Steel... 1.9 1.5 1.6 1.5
II.NON-BULK IMPORTS 60.4 58.8 60.6 60.6
A.Capital Goods........ 18.0 17.7 19.2 20.8
1.Manufactures
of Metals..... 0.8 0.8 0.8 0.8
2.Machine Tools.... 0.5 0.4 0.4 0.4
3.Machinery except
Electrical and
Electronic....... 5.5 5.4 5.8 5.6
4.Electrical Machinery
except Electronic 0.9 1.0 1.2 1.0
5.Electronic Goods
including computer
software......... 6.0 7.3 7.8 9.2
6.Transport Equipment 2.3 1.4 2.2 2.9
7.Project Goods.... 2.0 1.5 1.1 0.8
B.Mainly Export Related
Items.............. 18.4 15.9 16.1 16.7
1.Pearls, Precious
and Semi-Precious
Stones........... 10.9 9.5 9.0 9.9
2.Organic and
Inorganic
Chemicals........ 5.8 4.8 5.4 4.8
3.Textile Yarn,
Fabrics, Made-ups,
etc.............. 1.1 1.2 1.5 1.6
4.Cashew Nuts...... 0.6 0.4 0.2 0.4

C.Others........... 24.0 25.2 25.3 23.1
III.TOTAL IMPORTS (I+II) 100.0 100.0 100.0 100.0

----------
(a) Provisional estimates

Source: ANNUAL REPORT, 2002/2003, Reserve Bank of India

B-20

COMPOSITION OF EXPORTS

1999/2000 2000/2001 2001/2002 2002/2003P 1999/2000 2000/2001 2001/2002 2002/2003P
(RS. BILLION) (US$MILLION)

I. Primary Products..... 283 326 342 402 6,524 7,126 7,164 8,312
A. Agricultural & Allied
Products............. 243 273 281 310 5,608 5,973 5,901 6,412
1. Tea.................. 18 18 17 16 412 392 360 335
2. Coffee............... 14 12 11 9.74 331 259 230 201
3. Rice................. 31 29 32 54 721 642 666 1,108
4. Oil Meal............. 16 20 23 14 378 448 474 285
5. Marine Products...... 51 64 59 67 1,183 1,394 1,237 1,381
B. Ores & Minerals...... 40 53 60 92 916 1,153 1,262 1,900
II. Manufactured Goods... 1,288 1,569 1,591 1,856 29,714 34,335 33,370 38,353
A. Leather & Manufactures 69 89 91 86 1,590 1,944 1,910 1,787
B. Chemicals & Related
Products............. 204 269 289 340 4,707 5,886 6,052 7,031
C. Engineering Goods.... 223 312 332 406 5,152 6,819 6,958 8,393
D. Textiles............. 395 487 461 511 9,126 10,657 9,665 10,567
E. Gems and Jewellery... 325 337 348 428 7,502 7,384 7,306 8,854
F. Handicrafts.......... 29 30 26 35 669 662 549 721
G. Carpets.............. 28 27 24 24 645 582 510 497
III. Petroleum, Crude &
Products........... 1.68 86 101 117 39 1,892 2,119 2,421
IV. Others............. 24 55 56 152 545 1,206 1,174 3,149
TOTAL EXPORTS
(I+II+III+IV)...... 1,596 2,036 2,090 2,528 36,822 44,560 43,827 52,234

1999/2000 2000/2001 2001/2002 2002/2003(a)
(%)

I. Primary Products..... 17.7 16.0 16.3 15.9
A. Agricultural & Allied
Products............. 15.2 13.4 13.5 12.3
1. Tea.................. 1.1 0.9 0.8 0.6
2. Coffee............... 0.9 0.6 0.5 0.4
3. Rice................. 2.0 1.4 1.5 2.1
4. Oil Meal............. 1.0 1.0 1.1 0.5
5. Marine Products...... 3.2 3.1 2.8 2.6
B. Ores & Minerals...... 2.5 2.6 2.9 3.6
II. Manufactured Goods... 80.7 77.1 76.1 73.4
A. Leather & Manufactures 4.3 4.4 4.4 3.4
B. Chemicals & Related
Products............. 12.8 13.2 13.8 13.5
C. Engineering Goods.... 14.0 15.3 15.9 16.1
D. Textiles............. 24.8 23.9 22.1 20.2
E. Gems and Jewellery... 20.4 16.6 16.7 17.0
F. Handicrafts.......... 1.8 1.5 1.3 1.4
G. Carpets.............. 1.8 1.3 1.2 1.0
III. Petroleum, Crude &
Products........... 0.1 4.2 4.8 4.6
IV. Others............. 1.5 2.7 2.7 6.0
TOTAL EXPORTS
(I+II+III+IV)...... 100.0 100.0 100.0 100.0

----------
(a) Provisional estimates

Source: ANNUAL REPORT, 2002/2003, RESERVE BANK OF INDIA

During the 1990s, India was increasingly consistent in its exports to
Organization for Economic Cooperation and Development ("OECD countries") and the
European Union. India has also increased exports to OPEC countries, Eastern
Europe and other developing countries. The United States has remained India's
main trading partner, followed by the United Kingdom and Belgium.

DIRECTION OF FOREIGN TRADE

1998/1999 1999/2000 2000/2001 2001/2002
(RS. BILLION)

OECD Countries
Exports........................... 724.18 807.44 914.61 1,072.38
Imports........................... 792.93 919.64 925.21 920.92
Balance........................... -68.75 -112.20 -10.60 151.46
OPEC Members
Exports........................... 131.38 149.92 169.10 222.23
Imports........................... 350.07 327.11 483.94 123.85
Balance........................... -218.69 -177.19 -314.84 98.38
Eastern Europe
Exports........................... 42.04 38.11 48.94 49.64
Imports........................... 28.8 28.64 33.54 29.68
Balance........................... 13.24 9.47 15.40 19.96
Other Less Developed Countries (a)
Exports........................... 273.24 342.18 409.06 542.82
Imports........................... 275.89 376.30 445.85 403.47
Balance........................... -2.65 -34.12 -36.79 139.35
Others
Exports........................... 54.14 59.87 53.90 148.64
Imports........................... 91.56 131.61 263.83 830.80
Balance........................... -37.42 -71.74 -209.93 -682.16
Total
Exports........................... 1,063.53 1,397.52 1,595.61 2,035.71
Imports........................... 1,541.76 1,783.32 2,152.36 2,308.73
Balance........................... -478.23 -385.80 -556.75 -273.02

----------
(a) Excludes OPEC members.

Source: ECONOMIC SURVEY, 2002/2003, GOVERNMENT OF INDIA, MINISTRY OF FINANCE

B-21

DIRECTION OF FOREIGN TRADE

1997/1998 1998/1999 1999/2000 2000/2001 2001/2002
(% OF TOTAL)

EXPORTS
OECD Countries...................... 55.7 55.6 55.7 57.8 57.3
OPEC Members........................ 9.7 9.7 10.1 10.7 10.6
Eastern Europe...................... 3.8 2.9 3.2 2.7 3.1
Other Less Developed Countries (a).. 25.7 27.1 26.2 24.5 25.6
Others.............................. 5.1 4.7 4.8 4.3 3.4
IMPORTS
OECD Countries...................... 52.4 49.7 51.4 51.6 43.0
OPEC Members........................ 20.9 26.0 22.7 18.3 22.5
Eastern Europe...................... 3.4 4.8 2.0 1.6 1.6
Other Less Developed Countries (a).. 18.3 16.7 17.9 21.1 20.7
Others.............................. 5.0 2.7 5.9 7.4 12.2

----------
(a) Excludes OPEC members.

Source: ECONOMIC SURVEY 2002/2003, GOVERNMENT OF INDIA, MINISTRY OF FINANCE

FOREIGN EXCHANGE RESERVES

The following table indicates India's foreign exchange reserves, which
have improved steadily since September 2000:

FOREIGN EXCHANGE RESERVES

FOREIGN FOREIGN
CURRENCY CURRENCY
END OF MOUTH SDRS GOLD ASSETS TOTAL SDRS GOLD ASSETS TOTAL
-------------- ---- ------ -------- -------- ----- ----- ------ ------
(RS. BILLION) (US$BILLION)

March 2000.............. 0.16 129.73 1,529.24 1,659.13 0.004 2.974 35,058 38,036
June 2000............... 0.38 131.73 1,509.01 1,641.12 0.008 2.948 33,774 36,730
September 2000.......... 0.08 130.57 1,501.95 1,632.60 0.002 2.834 32,602 35,438
December 2000........... 0.07 131.43 1,742.07 1,873.57 0.002 2.811 37,264 40,077
March 2001.............. 0.11 127.11 1,844.82 1,972.04 0.002 2.725 39,554 42,281
June 2001............... 0.20 131.63 1,912.26 2,044.09 0.004 2.798 40,652 43,454
September 2001.......... 0.21 139.98 2,007.62 2,147.81 0.004 2.925 41,948 44,877
December 2001........... 0.25 137.61 2,180.21 2,318.07 0.005 2.856 45,251 48,112
March 2002.............. 0.50 148.68 2,491.18 2,640.36 0.010 3.047 51,049 54,106
June 2002............... 0.47 162.72 2,673.33 2,836.52 0.010 3.330 54,703 58,043
September 2002.......... 0.48 159.64 2,886.48 3,046.60 0.010 3.300 59,663 62,973
December 2002........... 0.33 165.42 3,217.74 3,383.49 0.007 3.444 66,994 70,445
March 203............... 0.19 167.85 3,414.76 3,582.80 0.004 3.534 71,890 75,428
June 2003............... 0.06 171.82 3,650.01 3,821.89 0.001 3.698 78,546 82,245
September 2003.......... 0.17 179.67 3,998.70 4,178.54 0.004 3.919 87,213 91,136
December 2003........... 0.13 192.25 4,452.32 4,644.70 0.003 4.215 97,617 101,835

----------
Source: RESERVE BANK OF INDIA

FOREIGN INVESTMENT

Foreign investment has historically had a limited role in India's
economic development. However, after the Persian Gulf crisis in the early 1990s,
India government policy began emphasizing and encouraging non-debt creating
capital inflows over debt-creating capital inflows. Progressively liberal
policies related thereto have led to increasing inflows of foreign investment in
India, both in terms of foreign direct investment as well as portfolio
investment. Foreign investment is now allowed in all sectors, including the
services sector, but continues to be subject to government-imposed foreign
investment limits that still exist in certain industries.

To encourage foreign direct investment inflows, the Indian government
has also granted permission for 100% foreign direct investment in the
development of integrated townships and regional urban infrastructure, the tea
sector and advertising and film production. In January 2004, the Indian
government revised foreign direct investment limits in several sectors,
including the banking, petroleum and natural gas sectors. For example, in the
private banking sector, the Indian government raised the foreign direct
investment limit (including both direct and

B-22

portfolio investment) to 74%. Foreign direct investment in India, which was
US$97.0 million in 1990/1991, reached a peak of US$6.1 billion in 2001/2002.
Foreign direct investment from 1990/1991 to 2002/2003 was US$30.0 billion.

The table below sets forth trends in foreign direct investment in India
since 1992/1993:

TREND IN FOREIGN INSTITUTIONAL INVESTMENT

CUMULATIVE NET
INVESTMENT AT
US$MILLION
GROSS PURCHASES GROSS SALES NET INVESTMENT NET INVESTMENT AT MONTHLY
(RS. BILLION) (RS. BILLION) (RS. BILLION) (IN US$MILLION) EXCHANGE RATE

1992/1993.......... 0.2 0.0 0.1 4.2 4.2
1993/1994.......... 55.9 4.7 51.3 1,634.0 1,638.3
1994/1995.......... 76.3 28.3 48.0 1,528.3 3,166.6
1995/1996.......... 96.9 27.5 69.4 2,035.7 5,202.3
1996/1997.......... 155.5 69.8 85.7 2,431.9 7,634.2
1997/1998.......... 186.9 127.4 59.6 1,650.1 9,284.3
1998/1999.......... 161.2 177.0 -15.8 -386.1 8,898.2
1999/2000.......... 568.6 467.3 101.2 2,339.1 11,237.3
2000/2001.......... 740.5 641.2 99.3 2,158.8 13,396.1
2001/2002.......... 499.2 411.7 87.6 1,846.2 15,242.3
2002/2003(a)....... 470.6 443.7 26.9 562.4 15,804.7
TOTAL.............. 3,011.9 2,398.6 613.3 15,804.6 91,508.5

----------
(a) Provisional

Note: Figures in brackets are outflows

Source: ANNUAL REPORT, 2002/2003, SECURITIES AND EXCHANGE BOARD OF INDIA.

Prior to 1992, only non-resident Indians and "overseas corporate
bodies" were allowed to make portfolio investments in India. In September 1992,
the Indian government issued guidelines which, subject to certain limits noted
above, allow foreign institutional investors, such as pension funds, mutual
funds, investment trusts, asset management companies, nominee companies and
incorporated/institutional portfolio managers or their agents, to invest in
securities traded on the primary and secondary markets. See "Investment in
India" in the prospectus. The Reserve Bank of India monitors foreign investment
limits for the companies to ensure compliance. When the total holdings of
foreign institutional investors is within 2% of the applicable limit, the
Reserve Bank of India issues a notice that any further investments in that
company require their approval.

As of March 31, 2004, approximately 540 foreign institutional investors
were registered with SEBI.

EXTERNAL DEBT

India's external debt situation has improved considerably since the
crisis in the early 1990s. India's external debt stock stood at US$104.2 billion
in 2002/2003 as against US$98.2 billion in March 2000. Despite the trend toward
external debt in recent years, the key debt indicators have improved
considerably over time. The external debt to GDP ratio, signifying the extent of
external debt VIS-A-VIS domestic output, has almost halved from its peak of
38.7% in March 1992 to 20.3% in March 2003. Similarly, the debt service ratio
has more than halved from its peak of 35.3% in 1990/91 to 14.7% in 2002/2003.
The improvement in India's external debt position is attributable to a conscious
debt management policy that focused on high growth rate of current receipts,
encouraging non-debt creating flows, keeping the maturity structure as well as
the total amount of commercial debt under manageable limits and encouraging
stable non-resident deposits through interest rates close to international
levels. In the recent period, external debt has been further consolidated
through recourse to pre-payment by the Indian government as well as the Indian
corporations.

B-23

EXTERNAL DEBT

1999/2000 2000/2001 2001/2002 2002/2003(a)
(US$MILLION)

1. Multilateral................................ 31,438 31,105 31,898 29,919
A. Government.............................. 27,584 27,417 28,289 27,234
B. Non-Government.......................... 3,854 3,691 3,609 2,685
2. Bilateral................................... 18,175 15,974 15,323 16,826
A. Government.............................. 13,966 12,176 11,540 12,651
B. Non-Government.......................... 4,209 3,798 3,783 4,175
3. International Monetary Fund................. 26 0 0 0
4. Trade Credit................................ 6,780 5,923 5,351 5,003
5. Commercial Borrowing........................ 19,943 24,215 23,248 22,157
6. Non-resident Indian deposits, foreign
currency deposits, bank and others
deposits ................................... 13,559 16,568 17,154 23,423
7. Total Long-Term Debt (1 through 6).......... 94,327 97,504 96,016 100,143
8. Short-Term Debt............................. 3,936 3,628 2,745 4,093
9. Gross Total (7+8)........................... 98,263 101,132 98,761 104,236

DEBT INDICATORS (%)
Total Debt/GDP Ratio............................ 21.1 22.4 21 20.3
Debt-Service Ratio (including debt service on
non-civilian credits) (a)................... 16.2 17.3 13.9 14.7

----------
(a) Provisional

* Multilateral loans do not include revaluation of World Bank pooled loans and exchange rate adjustments.

** Debt-service ratio includes the revised private transfer contra-entry on account of gold and silver imports

Source: ANNUAL REPORT, 2002/2003, Reserve Bank of India

FOREIGN EXCHANGE

EXCHANGE RATES

The exchange rate for the Indian rupee is market-based, except for
occasional counter-cyclical operations by the Reserve Bank of India. Indian
exchange rate management policy continues to emphasize exchange rate stability
without a fixed rate target and allows underlying demand and supply conditions
to determine exchange rate movements. The Reserve Bank of India monitors
financial market developments in India and abroad to coordinate market
operations with its regulatory measures.

The Indian rupee depreciated against the U.S. dollar from Rs. 31.366
per U.S. dollar in 1993/94 to Rs. 48.395 per U.S. dollar in 2002/2003. In
2003/2004, the Reserve Bank of India became a net purchaser of U.S. dollars in
order to maintain the exchange rate in the face of foreign investment inflows
and private remittances.

The following table sets forth changes in the Indian rupee-U.S. dollar
exchange rate during the indicated periods:

EXCHANGE RATES (A)
(RUPEES PER U.S. DOLLAR)

1993/94 ............................................... 31,366
1994/95 ............................................... 31,399
1995/96 ............................................... 33,450
1996/97 ............................................... 35,500
1997/1998 ............................................. 37,165
1998/1999 ............................................. 42,071
1999/2000 ............................................. 43,333
2000/2001 ............................................. 45,684
2001/2002 ............................................. 47,692
2002/2003 ............................................. 48,395
2003/2004(b) .......................................... 45,967

----------
(a) Annual/monthly averages

(b) Provisional

Source: ANNUAL REPORT, 2002/2003, RESERVE BANK OF INDIA
RESERVE BANK OF INDIA BULLETIN, RESERVE BANK OF INDIA

B-24

EXCHANGE CONTROLS

The Reserve Bank of India administers India's exchange control system
and has broad powers to regulate both inbound and outbound remittances of
foreign exchange. The central government may also, in consultation with the
Reserve Bank of India, impose reasonable restrictions on current account
transactions.

The Reserve Bank of India promotes foreign currency exchange to
resident Indians and non-resident Indians. It has relaxed exchange limits for
study abroad, travel, medical treatment, employment and foreign currency
denominated accounts in India. In addition, a person residing in India is free
to hold, own, transfer or invest in foreign currency, foreign securities or any
immovable property situated outside India if such currency, security or property
was acquired, held or owned by that person when he resided outside India.

B-25

APPENDIX C

THE INDIAN SECURITIES MARKET

THE INFORMATION SET FORTH IN THIS APPENDIX C HAS BEEN EXTRACTED FROM
VARIOUS GOVERNMENT AND PRIVATE PUBLICATIONS, INCLUDING PUBLICATIONS ISSUED BY
THE INDIAN GOVERNMENT, THE SECURITIES AND EXCHANGE BOARD OF INDIA AND THE MUMBAI
STOCK EXCHANGE. INFORMATION WAS ALSO GATHERED FROM ACADEMIC LITERATURE AND
INTERVIEWS OF GOVERNMENT OFFICIALS, STOCK EXCHANGE OFFICIALS AND INDIAN
SECURITIES MARKETS PARTICIPANTS AND PROFESSIONALS. THE FUND, ITS BOARD OF
DIRECTORS, THE INVESTMENT MANAGER AND THE COUNTRY ADVISER MAKE NO REPRESENTATION
AS TO THE ACCURACY OF THE INFORMATION, NOR HAS THE FUND OR ITS BOARD OF
DIRECTORS ATTEMPTED TO VERIFY THE STATISTICAL INFORMATION PRESENTED IN THIS
APPENDIX C. REFERENCE IN THE TEXT BELOW TO CONSECUTIVE YEARS (FOR EXAMPLE,
2002/2003) MEANS THE FISCAL YEAR BEGINNING APRIL 1 OF THE FIRST YEAR LISTED AND
ENDING MARCH 31 OF THE SECOND YEAR LISTED.

BACKGROUND

The earliest recorded capital market dealings in India were
transactions in loan stocks of the East India Company at the end of the
eighteenth century. By 1830, a wide range of bank and cotton mill securities
were traded in Bombay and Calcutta. In 1875, the first stockbrokers'
organization, which later became the Mumbai Stock Exchange (the "BSE"), was
formally established.

Growth in stock market activity in the two decades following
independence in 1947 was slow. Public sector enterprises played a primary role
in Indian government central planning during this period, and private sector
growth suffered. The enactment of the Indian Foreign Exchange Regulation Act of
1973 significantly affected the Indian securities market. Under the Act, Indian
corporations with foreign shareholders were generally required to reduce the
equity stake of foreign shareholders to less than 40%. As a result, many such
corporations offered equity to the Indian public, which diluted the interests of
foreign equity holders. These offerings, most of which were made by well-known
consumer goods manufacturers, were heavily oversubscribed and served to increase
the liquidity and broaden the investor base of the Indian securities market.

Activity and broad interest in the market have increased in recent
years compared to historical norms. This increase reflects the growth of the
private sector in the Indian economy and greater participation in the market by
individual investors. In addition, the Indian government has actively promoted
expanded capital market activity by both foreign and domestic investors and has
adopted policies designed to increase domestic companies' reliance on the
capital markets as a source of financing.

RECENT DEVELOPMENTS

To keep pace with the global markets, the financial markets in India
have gone through various stages of liberalization that have increased India's
degree of integration with global markets. Liberalization has included measures
such as opening up the economy for investment and trade, decontrolling interest
and exchange rates and creating regulatory institutions to ensure the safety and
integrity of the financial markets.

In an effort to improve the efficiency of Indian markets, the Indian
central authority discontinued its practice of allocating resources among
companies and instead allowed companies to issue their securities and raise
funds at market-determined rates. Screen-based trading began, and the secondary
markets were able to overcome previously existing geographical barriers.
Counter-party guarantees encouraged trading, derivative securities were allowed,
and trading cycles were shortened. All "deferral" products, which enabled
speculative brokers to borrow securities in amounts far in excess of their net
worth at pre-determined interest rates, were banned. Certificated securities are
now rare, and a variety of derivative securities are permitted. See "Regulatory
Structure--Secondary Markets" in this Appendix C.

In March 2001, the Indian government announced the demutualization of
Indian stock exchanges as a measure to improve institutional mechanisms and
trading practices, and it also "corporatized" Indian stock exchanges such that
ownership, management and trading membership are separate. It also instituted
"straight through processing," which Indian markets have adopted and which has
increased market efficiency. The Securities

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and Exchange Board of India ("SEBI") has also instituted more rigorous corporate
governance standards through company listing agreements. To enhance market and
investment decision transparency, in July 2000, SEBI also advised all Indian
mutual funds to create records of their investment decisions. In September 2001,
SEBI issued guidelines that require the agents and distributors of mutual funds
to receive certification by the Indian Association of Mutual Funds.

The Indian government has recently amended many market regulations. It
has promoted disinvestment by state public sector units, created new corporate
disclosure requirements and eased restrictions on corporate changes in control.
With respect to the latter, the government now allows for changes of control by
special resolution instead of ordinary resolution and has eliminated the
requirement that acquiring companies submit press releases to SEBI, the Indian
stock exchanges and target companies in advance of their release.

In 2002, the Indian government also enacted the Indian Securitization
and Reconstruction of Financial Assets and Enforcement of Security Interest Act,
2002 and the Indian Security Interest (Enforcement) Rules, 2002. These laws
allows for the enforcement of security interests without the need for judicial
intervention and promote the creditors' ability to enforce their security
interests and recover amounts owing from borrowers. The concept of a "central
listing authority" has also been promoted so that issuers would be subject to a
more uniform application, review and delisting process.

RECENT BANKING AND SECURITIES MARKET SCANDALS

Despite a number of market reforms noted above, periodic financial and
banking candals have nevertheless occurred. For example:

o In 1997, the CRB mutual fund, a SEBI-licensed fund, stole
invested funds.

o In 1998, Mr. Harshad Mehta was accused of manipulating stock
prices with the assistance of several companies' management and
the BSE.

o Between 1997 and 2001, according to a government-appointed
committee, the Unit Trust of India made unauthorized investments
equal to Rs. 30 billion in the securities of twenty-four
companies. This mismanagement and poor investment approval
process has allegedly contributed to its low net asset value.

o In 1998, the Unit Scheme 1964, which is an Indian savings and
retirement banking instrument, reported a significant net asset
value drop. Corruption was alleged, and the Indian government
was forced to contribute Rs. 18 billion to avoid its collapse.
The Unit Scheme 1964 paid a dividend yield of 18% in 1993/1994
and now pays 7.5%.

CAPITAL STRUCTURE

PUBLIC AND PRIVATE COMPANIES

Indian law permits three types of companies--companies limited by
shares, companies limited by guarantees and companies with unlimited liability.
Only limited share companies may publicly traded.

Indian law regulates public companies with respect to public offerings,
management, borrowing and interactions with shareholders and creditors. Public
companies must register with the Indian Registrar of Companies and distribute to
security holders audited annual financial statements that comply with the
minimum disclosure requirements and regulations that govern their manner of
presentation. The Indian Companies Act regulates corporate governance and
requires that listed companies submit quarterly financial statements to their
stock exchange as well as immediately notify their stock exchange immediately of
any information that would affect their stock price.

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The Indian accounting profession is self-regulated by the Institute of
Chartered Accountants of India, which follows the accounting system and
procedures prevalent in the United Kingdom. All accountants must comply with its
standards. The Institute and SEBI require Indian companies to account for
deferred taxation, consolidate their financial reports and disclose related
party transactions. They also required Indian companies to account for
intangible assets and impairments of assets.

EQUITY

Under the Indian Companies Act, 1956, Indian companies may issue only
"ordinary (equity) shares" and "preference shares." Ordinary shares may have
voting rights or preferential rights to dividends or voting, and preferential
shares may have preferential rights to dividends or repayment of capital.
Preference shares have no voting rights except when their dividends are in
arrears for a period of two years or when a company proposal would affect their
rights.

Subject to its charter, Indian companies may also issue "redeemable
preference shares" that are redeemable within twenty years of their issuance. A
company may only redeem such shares out of its profits or from the proceeds of a
new share issuance designed specifically for the purposes of the redemption.
Moreover, a company may not redeem any redeemable preference share unless all
shares are fully paid in and the premium, if any, was provided for out of the
company's profits of or a "share premium account." In some instances, a company
must also transfer the redemption amount to a special "capital redemption
reserve account." Companies may also issue "sweat" equity shares to employees
and directors so long as the shareholders authorize the issue. Companies may not
issue such shares prior to the end of the first year after which they commenced
operations.

Shareholders of public Indian companies possess preemptive rights by
statute, which any shareholder may decline, and shares obtained pursuant to such
rights are known as "rights" shares, which are offered to existing and
registered shareholders in proportion to their paid-in capital as of a certain
date. Preference shareholders have no preemptive rights. In addition, neither
the issuance nor the conversion of convertible debenture will trigger a
preemptive right if the company's shareholders approved the issuance of the
debenture.

The Indian Companies Act and SEBI guidelines permit a company, pursuant
to a shareholder resolution, to issue "bonus shares," or stock dividends, to
existing stockholders. Bonus shares must be issued pro rata to the amount of
paid in capital by the shareholder. SEBI guidelines state that no company shall,
pending conversion of any convertible security, issue any bonus shares unless it
confers a similar benefit to convertible security holders. In order to issue
such shares, a company may not be in payment default in respect of fixed
deposits and outstanding debentures. A company must also not have reason to
believe that it has defaulted in the payment of any statutory dues of the
employee, i.e., contribution to a provident fund, gratuity or bonus. Bonus
shares must be issued within six months of their approval by the company's board
of directors or its stockholders, whichever is later.

Indian companies may not make market purchases of their own shares, but
they may buy back their securities and reduce their share capital in compliance
with certain Indian laws.

DIVIDENDS

Under Indian law, shareholders have no power to declare a dividend
without recommendation of the board of directors. The dividend must be
distributed and paid to shareholders in proportion to their paid-in capital as
of a certain record date.

An Indian company may, pursuant to a shareholder resolution, issue
"bonus shares," or stock dividends, to existing stockholders. Bonus shares must
be issued pro rata to the shareholder's paid in capital, and no company shall,
pending the conversion of any convertible security, issue bonus shares unless it
confers a similar benefit to convertible security holders. In order to issue
such shares, a company may not be in payment default on any fixed deposits and
outstanding debentures. A company must also not have reason to believe that it
has defaulted in the payment of any statutory employee dues, i.e., contribution
to a provident fund, a gratuity or a bonus. Bonus shares must be issued within
six months of their approval by the company's board of directors or its
stockholders, whichever occurs later.

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A company may also pay interim cash dividends. Under the Indian
Companies Act, such dividends may only be paid in cash to shareholders listed on
the register of shareholders as of a specified record date. A shareholder may
not receive dividends so long as any lien in respect of unpaid calls on any of
their shares remains outstanding. Cash dividends must be paid within thirty days
from the date that they are declared, and any dividend that remains unpaid or
unclaimed after that period will be transferred to a special "unpaid dividend"
account. Any money that remains unpaid or unclaimed for seven years thereafter
will be transferred to the Indian governments' Investor Education and Protection
Fund, and the shareholder will lose all rights or claims to the dividend.

Under the Indian Companies Act, an Indian company can only pay a cash
dividend in excess of 10% of its paid-in capital out of its profits and after it
has transferred to a reserve account a percentage of its profits ranging from
2.5% to 10%. The Indian Companies Act also provides that, if a company's profit
for a year is insufficient to meet the dividend, the dividend may be paid out of
the company's accumulated profits from prior years, subject to the following
conditions:

o the dividend rate may not exceed the lesser of (a) the average
dividend rate for the preceding five years or (b) 10% of paid-in
capital;

o the total amount to be paid out of accumulated profits from
previous years may not exceed an amount equal to 10% of paid-in
capital and reserves, and the amount to be paid must first be used
to offset any losses incurred in the prior financial year; and

o the balance of reserves after withdrawals may not be below 15% of
paid-in capital.

SPECIFIED AND NON-SPECIFIED SECURITIES

Securities are classified into two categories: specified securities and
non-specified securities. Securities traded on the BSE are further classified
into three categories:

o an "A" group;

o a "B1" group; and

o a "B2," "F," "G" and "Z" group.

The BSE classification system is based on certain qualitative and quantitative
parameters that include, among other factors, the number of trades and the
market value of the security.

SPECIFIED SECURITIES

As of June 2003, equity shares of 198 "A" companies were classified as
specified shares. "A" companies have a large capital base with widespread
shareholding, pay regular dividends and have a good growth record and a large
trading volume in the secondary market. Specified shares account for
approximately 85% of the market capitalization of the BSE.

The "B1" group includes 790 relatively liquid specified securities, and
the "B2" group includes approximately 1,830 specified securities.

NON-SPECIFIED SECURITIES

Non-specified securities consist of all other listed equity shares,
debentures and permitted securities, and their settlement period is 14 days.

The "F," "G" and "Z" groups are classified as non-specified shares. The
"F" group represents BSE-traded fixed income securities and included 730
securities as of June 2003. The "G" group represents BSE-traded government
securities and included 85 such securities as of June 2003. The "Z" group
includes companies that have

C-4

failed to comply with BSE listing requirements, have failed to resolve investor
complaints or have not made the required arrangements with the Indian Central
Depository Services (I) Ltd. and the Indian National Securities Depository Ltd.
for the issue of their securities in uncertificated form. As of June 2003, the
"Z" group included 2,776 companies.

CORPORATE DEBT

The Indian corporate sector relies heavily on raising capital through
debt issues, including bonds, debentures, fixed deposits and commercial paper.
The securitized debt market has grown at more than 60% in the last four years,
and more than 90% of recent Indian corporate debt bond issues have been effected
through private placements. Nevertheless, while some corporate debt securities
trade on the Indian stock exchanges, the Indian secondary market for such
securities is not yet mature.

Issuers with outstanding debt securities must make regular disclosures
pursuant to SEBI guidelines and their listing agreement with their securities
exchange. Issuers must also appoint a SEBI-registered debenture trustee in
respect of all debt securities, and their debt securities can be traded and
issued only in a uncertificated form.

All listed debt securities, regardless of their maturity period, must
carry a credit rating from a SEBI-registered Indian credit rating agency that is
not below investment grade. Four credit rating agencies currently operate in
India: CRISIL Ltd., Indian Credit Rating Agency, Credit Analysis and Research
Limited and Fitch Rating India Pvt. Limited.

GOVERNMENT SECURITIES

Indian government securities form the oldest and most dominant part of
the debt market in India. The market for Indian government securities includes
securities issued by the Indian central government and the Indian state
governments. Recently, municipalities have also begun to access the Indian debt
markets. The Indian central government conducts its issues principally through
dated securities and treasury bills, and Indian state governments rely solely on
state development loans. The major investors in Indian government securities are
banks, insurance companies, primary dealers and financial institutions.

ISSUANCES OF GOVERNMENT SECURITIES
(RS. BILLIONS)

YEAR ENDED CENTRAL STATE OTHER
MARCH 31 GOVERNMENT GOVERNMENTS AGENCIES TOTAL
--------------------------------------- ---------- ----------- -------- --------

1999................................... 939.53 121.14 8.04 1,060.67
2000................................... 996.30 137.06 3.67 1,133.36
2001................................... 1,151.83 133.00 4.33 1,284.83
2002................................... 1,338.01 187.07 5.84 1,525.08
2003(a)................................ 1,511.26 308.53 6.72 1,819.79
2004(b)................................ 1,662.30 281.45 0 1,943.75

----------
(a) Revised Estimates
(b) Budget Estimates
Source: ANNUAL REPORT, 1999/2000 TO 2002/03, RESERVE BANK OF INDIA

REGULATORY STRUCTURE

INTRODUCTION

Although the government's Department of Economic Affairs, its
Department of Company Affairs, the Reserve Bank of India and SEBI collectively
regulate the Indian securities markets, SEBI is the principal regulator.

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SEBI was established in 1988 and was given statutory authority to
promulgate and enforce regulations in April 1992. It was created because the
regulatory framework existing prior to its creation was fragmented, making
regulatory supervision of the markets and the enforcement of statutes and
regulations difficult and ineffective. SEBI's framework provides for investor
safeguards through disclosure requirements and accounting standards, arbitration
procedures and the establishment of a small investors' protection fund. It also
promulgates rules against insider trading and other market abuses.

Some of the principal legislation governing the Indian securities
markets includes the following:

o The Indian Companies Act, 1956, which is described in more
detail above under "Capital Structure."

o The Indian Depositories Act, 1996, which provides for the
electronic transfer of uncertificated securities and book-entry
recordkeeping. This Act provides for the establishment of
securities depositories and promotes the transfer of securities
with speed, accuracy and security by making securities of
public limited companies more freely transferable. By making
the securities of all public limited companies more freely
transferable, this Act has restricted a company's right to
exercise discretion in effecting transfers in its securities.

o The Indian SEBI Act, 1992, which establishes SEBI and its
objectives and powers. The Act empowers SEBI to protect the
investors' interests and promote and regulate the Indian
securities markets. SEBI's regulatory jurisdiction covers
corporations that issue equity or transfer securities as well
as all market intermediaries. In addition to the above, SEBI
also regulates self-regulatory organizations, merchant banks,
mutual funds, venture capital funds, foreign institutional
investors, custodians, underwriters, debenture trustees, share
registrars and transfer agents, portfolio managers,
stockbrokers and sub-brokers.

PUBLIC OFFERINGS

Indian companies can raise capital in the primary market through
initial public offerings, rights issues or private placements, the latter of
which is discussed under "--Private Offerings" below. An issuer may conduct its
initial public offering through several methods, including the "fixed price"
method, a "book building" method or a combination thereof, and underwriting is
mandatory for all initial public offerings. Under the book building method,
underwriters must keep the "book" open for a specified period, during which time
investors submit bids at various prices above or equal to a set price floor.
Once the book closes, the issue price is determined based on certain criteria
and calculations. Under the fixed price method, the issue price is
pre-determined.

Primary issues may be managed by domestic merchant bankers, which are
generally are merchant banking divisions of commercial banks and major financial
institutions or affiliates of large brokerage houses or financial services
companies. All organizations that conduct merchant banking or underwriting
activities must register with SEBI and are subject to its regulations. SEBI will
review offering documentation before it is distributed to the investing public,
and an issuer's board of directors must approve all draft prospectuses and
related resolutions prior thereto.

The following table sets out the amount of new issues listed on the BSE
from 1999 through 2003:

NEW ISSUES LISTED ON THE MUMBAI STOCK EXCHANGE
(RS. BILLIONS)

YEAR ENDED MARCH 31, 1999 2000 2001 2002 2003
------ ------ ------ ----- -----

Initial Public Offerings
Common Stock........................ 18.22 14.00 27.48 25.45 9.63
Preferred Stock..................... -- 0.57 -- -- --
Debentures and Bonds (1)............ -- 1.67 0.09 1.70 --
Total............................. 18.22 16.24 27.57 27.15 9.63
Further Issues of Existing Companies
Common Stock (2).................... 23.29 43.40 41.75 15.89 39.60
Preferred Stock..................... 5.64 1.00 0.51 0.26 0.10
Debentures and Bonds (l)............ 75.49 45.16 32.18 16.55 35.68
Total............................. 104.42 89.57 74.44 32.70 75.38
TOTAL................................. 122.64 105.81 102.01 59.85 85.01

----------
(1) Includes convertible debentures and equity-linked debentures.
(2) Includes rights offerings, public offerings and bonus offerings.
Source: BSE

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PRIVATE OFFERINGS

Private placements involve the issue of debt or equity securities to no
more than 50 qualified subscribers, such as banks, financial institutions,
mutual funds and high net worth individuals. Merchant bankers arrange the
placements and act as agents of the issuer in soliciting potential investors. In
2002/2003, 171 institutional and corporate issuers raised Rs. 484.2 billion
through 485 privately placed debt issues. In 2002/2003, 22 NSE-listed companies
raised Rs. 0.6 billion through private placement equity issues.

INTERNATIONAL OFFERINGS

Indian companies also raise resources internationally through Foreign
Currency Convertible Bonds, Global Depository Receipts ("GDRs") and American
Depository Receipts ("ADRs"). ADRs and GDRs are foreign currency denominated
instruments traded on a stock exchange in Europe or the United States. In India,
GDRs and ADRs are considered foreign direct investment and thus must conform to
the existing foreign direct investment policies and limits. Since the 1990s,
Indian companies have increasingly raised funds through Euro issues by way of
Foreign Currency Convertible Bonds, GDRs and ADRs. During 2002/2003, Indian
companies raised Rs. 342.7 billion through Euro issues, as compared with Rs.
234.4 billion during 2001/2002.

SECONDARY MARKETS

EQUITIES

The number of stock exchanges in India has increased from eleven in
1990 to twenty-three today, and all exchanges are fully computerized and offer
full on-line trading. As of March 30, 2003, the securities of 9,413 companies
traded on the Indian stock exchanges. In 2002/2003, the NSE accounted for
approximately 64% of the trading volume among the 23 stock exchanges, and the
BSE accounted for approximately 32%.

CORPORATE DEBENTURES

While some corporate debentures trade on stock exchanges, the secondary
market for corporate debt debenture has yet to fully develop. Corporate
debentures are short and medium-term obligations issued by private sector
companies. The typical maturity of a corporate debenture is between three and
twelve years, and all public issues of debentures with maturities over eighteen
months must be rated by one of India's credit rating agencies, which are noted
above under "Capital Structure--Corporate Debt." Debentures with maturities of
less than three years are typically issued as debentures convertible partly or
fully into equity. Trading in such debentures is mainly over-the-counter, though
an increasing proportion is traded through the debt market segment of the NSE.

The Indian corporate sector relies in part on raising capital through
debt issues, including bonds and commercial paper, the former of which occurs
increasingly through private placements. Over the past few years, Indian issuer
increasingly issue corporate bonds with embedded put and call options.

GOVERNMENT SECURITIES

As noted above under "Capital Structure--Government Securities," the
various levels of Indian government are regular issuers of fixed-income debt
securities. Since the 1990s, as the Indian capital markets have

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grown, the investor base for government securities has also grown. In addition
to banks and insurance companies, which were the traditional investors in
government securities, Indian companies and individual investors are also now
investing in these securities. The increasing liberalization of the financial
markets and the gradual lowering of the statutory liquidity requirement and cash
reserve ratio, as described in "The Indian Economy--Monetary Policy" in Appendix
B, enabled the Indian government to borrow at near-market rates.

Trading in central and state government securities, including treasury
bills, through "subsidiary general ledger" transactions reached Rs. 19,557
billion in 2002/2003, or 24.3% growth as compared with the previous year.

PARTICIPANTS AND BROKERS

SEBI regulates the registration of stockbrokers. Under SEBI guidelines,
stockbrokers must be certified in order to buy, sell or deal in securities. SEBI
regulations also create broker codes of conduct and rules that require fair
treatment of each other and of investors and certain recordkeeping, and the
regulations also allow SEBI to inspect all stockbroker books. In the event of a
violation, SEBI may suspend of revoke the broker's license. As of March 31,
2004, there were 9,519 brokers and 13,291 sub-brokers (including multiple
registrations) registered with SEBI. The NSE and the BSE accounted for 87% of
total sub-broker registration.

LISTINGS

Under Indian law and the rules and the listing applications of certain
stock exchanges, listed companies are subject to continuing disclosure
requirements. If a company breaches its disclosure or other listing obligations,
the governing body of the stock exchange may suspend that company's trading.

NON-CERTIFICATED SECURITIES

While investors have a right to hold securities in either certificated
or uncertificated form, SEBI has required that trading and settlement in certain
securities occur only in uncertificated form. In addition, Indian companies
making initial public offerings in excess of Rs. 100 million must issue the
securities in uncertificated form.

As of March 2003, 4,761 and 4,628 companies transacted through the
Central Depository Services (I) Ltd. and National Securities Depository Ltd.,
respectively. The number of uncertificated securities increased from 56.5
billion in March 2002 to 76.9 billion in March 2003. During the same period, the
value of uncertificated securities increased from Rs. 4,669 billion to Rs. 5,875
billion.

DERIVATIVE TRADING

Indian law now includes derivatives in the definition of "securities,"
and the regulatory framework now covers trading in derivatives securities. SEBI
allows the NSE, the BSE and their respective clearinghouses to trade and settle
in derivative contracts that it approves.

At present, SEBI has approved trading in index futures contracts based
on the S&P CNX Nifty Index and the BSE Sensitive Index (the "Sensex"). It has
also approved option trading based on these two indices and as well as option
trading in individual securities, future contracts on individual stocks,
interest rate derivatives, 91-day notional T-Bills and coupon bonds. Foreign
institutional investors may trade in all exchange-traded derivative contracts so
long as they comply with certain position limits. As of March 2003, the NSE
"futures and options" segment had 553 members.

SETTLEMENT PERIOD

Rolling settlement on T+5 basis was made compulsory in all stock
exchanges for 200 actively traded securities and was extended to cover all such
securities after December 2001. The settlement cycle was further shortened to
T+3 after April 2002, T+2 in April 2003 and, beginning July 2004, T+1.

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NEW INSIDER TRADING REGULATIONS

SEBI promulgated India's first restrictions on insider trading in
November 1992. The regulations prohibit an "insider" from dealing in listed
securities on the basis of "unpublished price sensitive information," the
communication of such information or the counsel or procurement of any other
person to deal in securities on the basis of such information. The term
"insider" includes directors, officers, certain employees, professionals
affiliated with the company, affiliated companies, members of the securities
market community and relatives of any of the foregoing. SEBI may initiate
criminal proceedings if it believes insider trading has occurred.

Any person who holds more than 5% of the equity or voting rights of any
listed company is required to regularly and promptly disclose to the company the
number of shares or voting rights held and any change in that person's
shareholding or voting rights.

SEBI has also required listed companies to adopt codes of conduct that
address trading on price sensitive information, market rumors and the disclosure
of shareholder ownership.

DEPOSITORIES

In August 1996, the Indian Parliament enacted the Indian Depositories
Act, 1996, which established securities depositories to record ownership and
transfer securities in book-entry form. The depository system has significantly
improved the operations of the Indian securities markets.

Trading in book-entry form commenced in December 1996. In January 1998,
SEBI required various companies to commence trading in uncertificated securities
only for certain categories of investors, including foreign institutional
investors and retail investors. Other investors are permitted to trade in
certificated securities outside stock exchanges in lots of less than 500
securities and when exchange reporting requirements are not imposed. SEBI
requires Indian companies to extend security holders the option to receive and
hold securities in uncertificated form with a depository.

Book-entry transfers require both the seller and the purchaser of
security to establish accounts with registered depository participants.
Transaction and custodian charges vary depending upon the practice of ethe
depository participant and are paid by the account holder.

Upon delivery, shares are registered in the name of the relevant
depository on the company's books, and the depository records the investor in
its records as the beneficial owner. All transfers in beneficial ownership are
effected through the depository. Beneficial owners are entitled to all rights
and benefits and subject to all liabilities of security holders.

TAKEOVER REGULATIONS

SEBI regulates certain disclosure and mandatory bid obligations for
listed Indian companies in the event of takeovers. The primary features of the
SEBI regulations are as follows:

o Any person who, directly or indirectly, acquires or agrees to
acquire shares or voting rights in a company that would entitle him
to more than 5% or 10% or 14% of the shares or voting rights in a
company must promptly disclose his aggregate holdings or voting
rights to the company and to each stock exchange on which the
company's shares are listed. The acquiring person must do so at
each percentage threshold in the preceding sentence.

o A person who holds 15% of more of the shares or voting rights of a
company must make annual disclosure of his holdings to that
company.

o In addition to the requirement in the second bullet point above,
any person who holds more than 15% but less than 75% of the shares
or voting rights of a company must promptly disclose to the company
and to each stock exchange on which the company's shares are listed
any purchase or sale of shares that exceeds 2% of the share capital
of the company.

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o An acquirer and those acting in concert with him that hold between
15% and 75% of the shares or voting rights of a company cannot
acquire additional shares or voting rights if that acquisition
would enable to exercise more than 5% of the voting rights of the
company in any financial year unless the acquirer makes a public
tender offer for an additional 20% of the shares of the target
company. Similar rules apply for acquisitions in any percentage by
an acquirer that holds more than 75% of the shares or voting rights
of the target company.

Regardless of the acquisition of shares or voting rights and except in
the event of a special shareholder resolution, no acquirer may, directly or
indirectly, acquire control of a company (i.e., the right to appoint a majority
of the board of directors or the power to control the management or policy
decisions of the company) unless the acquirer first makes a public tender offer
for at least 20% of the company's shares at specified prices. The minimum price
must be the higher of:

o the negotiated price under the acquisition agreement;

o the highest price paid by the acquirer or those acting in concert
with him for any acquisition during the 26-week period prior to the
tender offer; or

o (a) the average of the weekly high and low closing price of the
company's shares on the stock exchange where the company's shares
traded most frequently during the 26-week period prior to the
tender offer or (b) the average of the daily high and low closing
price of the company's shares on the stock exchange where the
company's shares traded most frequently during the 2-week period
preceding the tender offer, whichever is greater.

Following such a public tender offer, a company whose public shareholding is
below 10% of the voting capital of the company must delist itself and make a
second public tender offer to the remaining public shareholders

These takeover regulations do not apply to certain acquisitions,
including:

o certain initial public offerings and rights issues;

o shares acquired pursuant to an underwriting agreement;

o shares acquired by registered stockbrokers in the ordinary course
of their business on behalf of their clients;

o shares in unlisted companies;

o shares acquired pursuant to a scheme of reconstruction or
amalgamation; and

o shares acquired in the ordinary course of business by public
financial institutions for their own account or as a pledgee.

STOCK EXCHANGES

BACKGROUND

The Indian stock markets are among the oldest in Asia. The BSE, which
is one of the principal exchanges in India, began its operations in 1875. There
are now twenty-three stock exchanges in India. The NSE, which was recognized as
a stock exchange in 1993, is India's leading stock exchange. In 2002/2003, the
capital market trading volume of Indian stock exchanges was Rs. 9,689.1 billion,
and the government security trading volume on the "wholesale debt market" and
"subsidized general ledger" segments of the NSE was Rs. 10,328.3 billion and Rs.
19,557.3 billion, respectively.

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The NSE and the BSE now have trading stations in over 400 centers in
India, which has diminished the importance of India's 19 regional stock
exchanges. The nineteen regional stock exchanges, which accounted for as much as
Rs. 2,390 billion, or 45.6%, of Indian trading volume in 1995/1996, accounted
for Rs. 8,960 billion, or 8.4%, of trading volume in 2001/2002. Presently,
virtually no trading takes place on the regional stock exchanges.

In 1999, in an attempt to revive small stock exchanges, SEBI permitted
the regional stock exchanges to create subsidiaries that could acquire the
membership rights of other stock exchanges such that the regional stock
exchanges could benefit from wider market access and higher trading volumes. The
Delhi Stock Exchange has sought to gain membership on the NSE through this
method, and the Hyderabad Stock Exchange has sought to acquire membership on the
BSE. Members of the Bangalore Stock Exchange may now trade on the derivatives
segment of the NSE. The smaller, regional stock exchanges also attempted to
create the Interconnected Stock Exchange of India Ltd., which was not successful
and which is not discussed further herein.

India also has the "Over the Counter Exchange of India" that was
incorporated in 1990 and is modeled after the American Nasdaq market. It has
screen-based nationwide trading and presently has 115 listings. In 1993, it
became the first Indian exchange to open "investor grievance cells" that field
complaints and questions from investors regarding brokers and companies that
trade on its exchange. The Over the Counter of Exchange of India is not
discussed in detail herein.

INDIAN STOCK EXCHANGES*

YEAR MEMBERS LISTED TOTAL MARKET CAPITALIZATION
ESTABLISHED (1) CORPORATIONS (RS. BILLIONS)
----------- ------- ------------ ---------------------------

BSE.............. 1,875 713 5,650 5,722.00
NSE.............. 1,994 872 818 5,371.33

* All figures are as of March 31, 2003.
Source: BSE, NSE

THE CENTRAL LISTING AUTHORITY

An Indian "central listing authority," which should commence operations
in the near future, will scrutinize all listing applications on any Indian stock
exchange in India. It seeks uniformity in the review and processing of listing
applications and addresses multiple listing of the same security on different
exchanges. More specifically, its functions include:

o processing listing applications made by any corporation, mutual
fund or collective investment scheme;

o making recommendations to the exchange regarding a company's
conditions to listing; and

o making recommendations to the exchange or SEBI with respect to
investor protection measures, market regulations and offering
document disclosure.

INDIAN MARGIN PRACTICES

India historically had no system of margin trading due in part to
concerns that brokers were not permitted to lend funds for such trading under
Indian law. In 1997, SEBI reviewed these laws and stated that a broker could
lend and borrow funds if it is incidental to his overall securities transactions
and so long as the broker does not lend funds as a regular business activity. In
light of the SEBI pronouncement, some brokers now engage in margin trading.

C-11

To supplement brokers' resources for margin trading, the Indian
government opened a bank line of credit for brokers. Banks may now lend for
margin trading subject to the following parameters:

o Bank exposure to fluctuations in Indian markets, including margin
trading, should not exceed 5% of total bank exposure;

o A minimum margin of 40% should be maintained on the funds lent for
margin trading;

o Shares purchased through margin trading should uncertificated and
pledged to the lending bank; and

o No individual may borrow in excess of Rs. 1 million for margin
trading certificated securities and Rs. 2 million for
uncertificated securities.

Despite this policies, margin trading has not significantly increased
in India due to legal and procedural ambiguities, uncertainty over the roles of
brokers, and the restrictions noted above.

In March 2004, SEBI began allowing brokers to provide margin trading
facilities to their clients in the BSE's cash segment. Margin trading is however
only allowed for certain types of securities and is subject to other
restrictions, including margin requirements, certain record maintenance
procedures and rules regarding the sources of broker funds and broker
eligibility.

THE MUMBAI STOCK EXCHANGE

The BSE was the first stock exchange recognized under Indian law. 5,650
companies had securities listed on the BSE as of March 31, 2003, and the BSE's
market capitalization on that date was approximately Rs. 12,012 billion. In
2002/2003, its average daily trading volume was Rs. 12.5 billion, and its
average daily number of trades executed was 563,000.

BSE GOVERNANCE AND MEMBERSHIP

The BSE is a self-regulatory organization owned by its members and
governed by a 20-person board of governors that decide the policies of and
regulate the exchange. The board of governors consists of nine elected directors
from the broking community, three SEBI nominees, six public representatives, an
executive director and chief executive and operating officer. The executive
director and chief executive and operating officer are responsible for the
day-to-day administration of the exchange.

Investors can trade at the exchange either through the members of the
exchange or through sub-brokers, who are registered with SEBI through the
members. An individual or a company formed in compliance with the provisions of
Section 12 or Section 322 of the Indian Companies Act, 1956 can become a member
of the exchange.

A Membership Committee reviews all applications for membership, and a
Governing Board then elects the applicants upon a recommendation from the
Membership Committee. After paying the requisite fees, the applicant is admitted
as a member of the exchange and the exchange then forwards the application to
SEBI for registration. After SEBI registration, a member is required to comply
with the requirements of network connectivity, insurance, maintenance of base
minimum capital and other requirements before commencing operations on the
exchange.

The following table sets forth the annual and average daily trading
volume on the BSE for the indicated period:

TRADING VOLUME ON THE MUMBAI STOCK EXCHANGE

ANNUAL VOLUME AVERAGE DAILY VOLUME
CALENDAR YEAR* (RS. BILLION) (RS. BILLION)
------------------ ------------- --------------------
1998.......................... 2,661.85 12.13
1999.......................... 5,279.60 21.28
2000.......................... 9,986.55 39.94
2001.......................... 4,752.79 19.16
2002.......................... 3,329.09 13.26
2003.......................... 4,093.73 16.11

----------
* For the period January 1 to December 31.
Source: BSE

C-12

LIQUIDITY OF THE BSE

The BSE has a high daily trading volume in terms of both number of
transactions and value. Nevertheless, the BSE is not extremely liquid because
BSE trading is highly concentrated in the securities of relatively few issuers
and the vast majority of securities listed on the BSE are traded infrequently or
not at all. In addition, only a limited portion of many companies' shares are
part of the public float.

The growing illiquidity of listed stocks also affects India's other
stock exchanges. India's top ten equities account for over 75% of the exchanges'
trading volume, and its top 100 equities account for approximately 99% of the
exchanges' trading volume. In March 2003, of 7,363 securities listed on the BSE,
only approximately 2,190 securities were traded. In 2002/2003, only 67.7% of
BSE-listed companies traded for more than 100 days. 8.8% of BSE-listed companies
traded for less than 10 days. A 1989 study indicated that liquidity is largely
determined by profitability and company size and that the securities of large,
profitable companies are the most liquid.

BSE INDICES

Several indices measure the performance of India's stock markets. While
each major Indian stock exchange has its own index, the most watched
exchange-sponsored indices are the Sensex and the BSE 100 Index, which are
described below. The Economic Times Index and the Financial Express index, which
are not discussed herein, are the principal non-exchange sponsored indices.

THE SENSEX.

The Sensex is a market capitalization-weighted index of thirty stocks
that represent large, well-established and leading Indian companies. Its base
year is 1978/1979, and, while its initial calculations were based on full market
capitalization, it shifted to the free-float methodology in September 2003. Its
equity review policy aims to be transparent, and the float of all Sensex
equities should represent at least 0.5% of the index.

On March 31, 2003, the market capitalization of the Sensex was Rs.
3,047.7 billion, and, on March 31, 2004, Sensex securities represented
approximately 25% of the total BSE market capitalization. While it is widely
followed, the Sensex does not reflect broad market trends; five companies
account for more than 50% of the Sensex market capitalization.

SENSEX MARKET CAPITALIZATION
(RS. IN BILLIONS)
YEAR ENDED
MARCH 31, HIGH LOW AVERAGE (1)
------------------ ---- ----- -----------
1999....................... 4,281 3,295 2,764
2000....................... 5,934 4,659 3,245
2001....................... 5,542 4,270 3,541
2002....................... 3,742 3,332 2,600
2003....................... 3,513 3,206 2,834

----------
(1) Weighted average is calculated on a daily basis.
Source: BSE

C-13

THE BSE 100 INDEX

The BSE 100 Index is based on the prices of certain BSE-traded
equities. It is considered to be more representative of the overall Indian
market than the Sensex because it uses the share prices of 100 companies. All
thirty Sensex companies are included in the BSE 100 Index, and all major Indian
industries are represented.

Like the Sensex, the BSE 100 Index switched to free-float methodology
in April 2004.

As of April 5, 2004, the BSE 100 Index consisted of equities from the
following sectors of the Indian economy:

INDUSTRY NO. OF COMPANIES
-------- ----------------

Power Generation and Supply ................................ 3
Banking and Financial Institutions.......................... 12
Transport and Transport Equipment........................... 11
Textiles.................................................... 6
Oil and Gas................................................. 6
Chemicals, Fertilizer, Pharmaceuticals, Paints and Dyes..... 15
Cement ..................................................... 2
Software.................................................... 6
General Engineering ........................................ 5
Diversified................................................. 2
Telecom..................................................... 5
Media and Entertainment..................................... 2
Iron and Steel.............................................. 2
Aluminum.................................................... 2
Fast Moving Consumer Goods.................................. 6
Electrical Equipment and Cables............................. 4
Shipping.................................................... 2
Hotels, Travel and Tourism.................................. 2
Paper and Hardboard ........................................ 1
Miscellaneous............................................... 6
TOTAL..................................................... 100

Source: BSE

As of March 31, 2003, the market capitalization of BSE 100 Index was
Rs. 9,079.7 billion. On March 31,2004, BSE 100 Index securities represented
75.5% of the total BSE market capitalization.

BSE 100 INDEX MARKET CAPITALIZATION
(RS. IN BILLIONS)

YEAR ENDED
MARCH 31, HIGH LOW AVERAGE (1)
------------ ------- ------- -----------
1999........................ 1,889.9 1,234.6 1,457.1
2000........................ 3,839.1 1,408.8 2,278.2
2001........................ 3,044.8 1,678.0 2,170.5
2002........................ 1,826.1 1,216.4 1,587.7
2003........................ 1,793.0 1,413.6 1,597.8

----------
(1) Weighted average calculated on a daily basis.
Source: BSE

C-14

MUMBAI STOCK EXCHANGE TRADING MECHANICS

TRADING HOURS

Trading on the BSE "online trading system" may occur Monday to Friday
from 9:55 a.m. to 3:30 p.m. The BSE is closed on bank holidays and certain
religious holidays.

NON-CERTIFICATED SECURITIES

Due to the Indian government's emphasis on trading in uncertificated
securities in order to improve the markets' efficiency and transparency, the
movement toward "decertification" of equity securities has been swift. All
BSE-listed equity securities must now settle in uncertificated form. The market
capitalization of these companies is now 80% of the total BSE market
capitalization. As of March 31, 2002, 377 companies were depository participants
in the National Securities Depository Ltd. and Central Depository Services
(India) Ltd. Uncertificated securities represent 99.7% of all security
deliveries on the BSE and NSE.

TRADING PROCEDURES

Before March 1995, the BSE used a live trading floor where
member-brokers assembled in a trading ring to execute securities transactions.
Since 1995, the BSE has become fully automated through its online trading
system. Member-brokers now execute orders from work stations installed in their
offices rather than a live trading ring.

CLEARING HOUSE

Since December 2001, trading all BSE-traded equities trade on a
so-called "compulsory rolling settlement segment." All traded executed by
member-brokers in this segment are settled on a T+2 basis. Settlement is
generally routed through BSE's clearing house, which is BOI Shareholding Ltd.
The Bank of India is a 51% equity owner of BOI Shareholding. The BSE owns the
remainder of the BOI Shareholding's equity.

BASKET TRADING

Derivatives began trading on the BSE in June 2000 so that investors
could hedge risks. Although index futures were initially the only derivates
traded, index options and options and futures in select individual stocks now
trade on the BSE.

"Basket trading" began on the BSE in August 2000. In basket trading,
investors can trade all thirty Sensex securities at one time in proportion to
their respective Sensex weights without the need to calculate the quantity of
Sensex securities to be traded. Investors can also create their own "baskets" by
removing certain securities from their thirty Sensex securities or modifying the
weights assigned to each Sensex securitiy. This system allows arbitrageurs to
take advantage of the price differences in Sensex securities and their futures,
which the BSE hopes will balance prices in both the cash and futures markets.

All trades executed under the basket trading and online trading system
are subject to intra-day trading and gross exposure limits.

TRANSACTION COSTS

The BSE has not established minimum brokerage fees for securities
transactions. The maximum brokerage fee cannot exceed 2.5% of the value of the
trade. Otherwise, brokerage fees are negotiable, and the average brokerage fee
charged by broker-members is typically below the 2.5% limit.

Stamp duties on trades involving certificated securities are imposed
and are typically paid by the buyer when registering the securities in his name.
The duty is Rs. 0.5 for every Rs. 100 traded. The stamp duty payable upon
transfers of debentures varies depending on the Indian state in which the
transaction occurred and the location of the issuer's registered office.

C-15

CIRCUIT BREAKERS

Previously, "circuit breakers" in the Indian markets applied to
specific securities and restricted those securities from moving excessively in
any direction within a specified time period. Nowadays, only market-wide circuit
breakers exist, and all BSE trading is suspended for varying periods when the
Sensex's price volality exceeds a 10%, 15% or 20% threshold. For example:

o In the event of a 10% price movement before 1:00 p.m., the BSE
will suspend trading for one hour. If the movement occurs after
1:00 p.m. but before 2:30 p.m., the BSE will suspend trading
for thirty minutes. If the movement occurs at or after 2:30
p.m., the BSE will not suspend trading.

o In the event of a 15% price movement before 1:00 p.m., the BSE
will suspend trading for two hours. If the movement occurs
after 1:00 p.m. but before 2:00 p.m., the BSE will suspend
trading for one hour. If the movement occurs at or after 2:00
p.m., the BSE will suspend trading for the remainder of the
day.

o In the event of a 20% price movement, the BSE will suspend
trading for the remainder of the day.

THE NATIONAL STOCK EXCHANGE

The NSE was established in April 1993 with the following objectives:

o to establish a nationwide trading facility for all types of
securities;

o to provide a fair, efficient and transparent securities market
with an electronic trading system;

o to enable shorter settlement cycles and book-entry settlements;
and

o to meet the standards of other prominent international markets.

The securities of approximately 800 companies that represent a broad
spectrum of Indian companies trade on the NSE, and all trading data is
distributed worldwide through various news agencies. The NSE includes both a
capital market (equities) segment and a wholesale debt market segment, and all
NSE-listed companies must satisfy stringent financial, public distribution and
management requirements.

NSE LISTINGS

NO. OF COMPANIES MARKET CAPITALIZATION
YEAR LISTED* (IN RS. BILLION)
---------------- ---------------------
1999/2000........................ 720 10,204.26
2000/2001........................ 785 6,578.47
2001/2002........................ 793 6,368.61
2002/2003........................ 818 5,371.33
2003/2004........................ 909 11,209.76

----------
* As of the end of the period indicated. This figure includes suspended
companies.
Source: NSE

NSE GOVERNANCE AND MEMBERSHIP

The NSE is one of the first demutualized stock exchanges in India. It
is organized as a public limited company and is owned by India's leading
financial institutions, including banks, insurance companies and financial
intermediaries. It is managed by professionals who do not directly or indirectly
trade on its exchange, and its board of directors includes senior executives
from promoter institutions, lawyers, economists, accountants, finance and tax
experts, SEBI nominees, representatives of the public and a full-time exchange
executive.

C-16

Any prospective member that wishes to trade on the capital market,
wholesale debt market or futures and options portions of the NSE must have at
least two directors who are university graduates as well as dealers who have
passed a certification exam. Prospective members should have equity capital of
at least Rs. 3 million and net worth of at least Rs. 20 million. All prospective
members must be solely engaged in the securities business and not any fund-based
activity.

LIQUIDITY OF THE NSE

The following table sets forth the annual and average daily trading
volume on the NSE:

TRADING VOLUME ON THE NATIONAL STOCK EXCHANGE
(RS. IN BILLIONS)

YEAR ENDED
MARCH 31, ANNUAL VOLUME AVERAGE DAILY VOLUME
---------------- ------------- --------------------
1999/2000................... 8,390.52 33.03
2000/2001................... 13,395.10 53.37
2001/2002................... 5,131.67 20.78
2002/2003................... 6,179.89 24.62
2003/2004 .................. 7,133.01 519.5
Source: NSE

THE S&P CNX NIFTY INDEX

The S&P CNX Nifty Index is a well-diversified stock index of fifty
companies that includes twenty-three sectors of the Indian economy. It serves as
a benchmark for fund portfolios, index based derivatives and index funds. It is
owned and managed by India Index Services and Products Ltd., a joint venture
between the NSE and CRISIL Ltd. The trading value of S&P CNX Nifty stocks
represents 70% of the NSE's total trading value, and it represents approximately
59% of the NSE's total market capitalization.

VALUES OF THE S&P CNX NIFTY

YEAR ENDED
MARCH 31 HIGH LOW DAILY AVERAGE
----------------------- -------- -------- -------------
1999/2000............................. 1,818.15 916.00 1,368.62
2000/2001............................. 1,636.95 1,098.75 1,334.76
2001/2002............................. 1,207.00 849.95 1,077.03
2002/2003............................. 1,153.30 920.10 1,037.23
2003/2004............................. 2,014.65 920.00 1,427.50

Source: NSE

NATIONAL STOCK EXCHANGE TRADING MECHANICS

TRADING HOURS

The NSE is open from 9:55 a.m. until 3:30 p.m. Monday through Friday.
The NSE holds a "closing session" between 3:50 p.m. and 4:00 p.m on these days,
and it may extend, advance or reduce trading hours as it deems necessary.

C-17

UNCERTIFICATED SECURITIES

Since January 1998, all investors must trade securities on the NSE in
uncertificated form. Companies that fail to establish accounts with depositories
for such trading trade on a "trade for trade" settlement window. The NSE also
allows small investors to trade up to 500 certificated securities at specified
trading windows.

TRADING PROCEDURE

Securities are traded, cleared and settled under the NSE and SEBI
supervision, and the NSE is the first exchange in the world to use satellite
communication technology for trading. Its trading system, which is known as the
National Exchange for Automated Trading, is an online, fully-automated,
nationwide system screen that is anonymous and order driven. This system reduces
the time required to execute trades and increases the number of market
participants by making trading more accessible, thereby improving the depth and
liquidity of the market.

The NSE also has an back-up site in Chennai that includes a satellite
station and a high-speed optical fiber link with Mumbai in the event of an
emergency.

CLEARING HOUSE

The National Securities Clearing Corporation Ltd. clears and settles
equities and derivatives trades on the NSE through a well-defined settlement
cycle that aggregates trades over a trading period and then nets its members'
positions. Its eight clearing banks--Canara Bank, HDFC Bank, IndusInd Bank,
ICICI Bank Ltd., the Unit Trust of India Bank, the Bank of India, IDBI Bank and
Standard Chartered Bank--provide computerized banking services to its trading
members that include real-time account access and dedicated branch facilities.
The National Securities Clearing Corporation also provides working capital
funds, stock lending facilities and other capital market-related facilities.

SECURITIES SETTLEMENT

Members' securities obligations are downloaded daily after the close of
trading. For certificated securities, members' custodians must deliver
securities to the clearing house during business hours, and, for uncertificated
securities, custodians must make the securities available to pooled accounts.
All transactions must settle before 10:00 a.m. on the "pay in" day. All
recipients of certificated securities receive specific time slots on a "pay out"
day to collect their documents and securities from the clearing house.
Recipients of uncertificated securities receive their account credits after 2:30
p.m. on the "pay out" day.

MARGIN PRACTICES AND COSTS

NSE stocks are categorized into three groups for margin-trading
purposes "Group I" and "Group II" equities are equities that traded on at least
80% of the NSE's trading days for the previous eighteen months, and equities
that have a "mean impact cost" of 1% or less are "Group I" equities, whereas
those whose mean impact cost is greater than 1% are "Group II" equities. All
remaining equities are "Group III." Mean impact cost is calculated on the
fifteenth day of every month. Equities may switch between groups based on their
mean impact cost on the first day of each month.

Members pay "daily margins" consisting of a "value at risk" ("VAR")
margin and a "mark to market" margin. The VAR margin is applicable for all
securities on a rolling settlement basis. Its calculation is based upon a
security's daily volatility and the index future market and depends upon whether
the security is classified as Group I, II or III. Mark to market margin is
calculated by marking each scrip transaction against the closing price at the
end of the day's trading. If the security has not traded on that day, the latest
available closing price is used.

See also "Stock Exchanges--Indian Margin Practices" above.

C-18

TRANSACTION COSTS

In addition to stamp fees that are imposed by the states, the NSE
imposes annual fees on all brokers that are based on their total turnover.
Presently, trading members must pay turnover fees equal Rs. 4 for Rs. 100,000 of
turnover.

Brokers in turn charge their clients transaction fees that may not
exceed 2.5% of the contract price. This ceiling does not include statutory
levies such as the turnover fee noted above but does include sub-broker fees,
which may not exceed 1.5% of contract price.

CIRCUIT BREAKERS

In addition to price bands that exist for certain securities, the NSE
has index-based, market-wide circuit breakers. The circuit breakers apply when
the Sensex or S&P CNX Nifty index fluctuates in value more than 10%, 15% of 20%.
Once triggered, all equity and equity derivative markets cease to trade
nationwide.

See also "Mumbai Stock Exchange Trading Mechanics--Circuit Breakers" in
this Appendix C.

C-19

THE INDIA FUND, INC.

7,767,610 SHARES OF COMMON STOCK
ISSUABLE UPON EXERCISE OF NON-TRANSFERABLE
RIGHTS TO SUBSCRIBE FOR SHARES OF COMMON STOCK

--------------------
PROSPECTUS
, 2004
--------------------

SUBJECT TO COMPLETION, DATED JUNE 22, 2004

THE INDIA FUND, INC.

STATEMENT OF ADDITIONAL INFORMATION

This Statement of Additional Information does not constitute a
prospectus but should be read in conjunction with the Fund's prospectus relating
thereto dated , 2004, as it may be supplemented. This Statement of Additional
Information does not include all information that a prospective investor ought
to know before investing in the Fund, and investors are advised to read the
Fund's prospectus and retain it for future reference. You may obtain a copy of
the Fund's prospectus or this Statement of Additional Information without charge
by contacting the Fund at (800) 421-4777.

This Statement of Additional Information is not complete and may be
changed. The Fund may not sell the securities offered by the prospectus until
the registration statement relating thereto that has been filed with the
Securities and Exchange Commission is effective.

This Statement of Additional Information is dated , 2004.

ADVANTAGE ADVISERS, INC. PROXY VOTING MANUAL

TABLE OF CONTENTS

Page
----

INTRODUCTION...................................................................1

CHAPTER 1 BOARD OF DIRECTORS..................................................2

VOTING ON DIRECTOR NOMINEES IN UNCONTESTED ELECTIONS......................3

CHAIRMAN AND CEO ARE THE SAME PERSON......................................4

INDEPENDENCE OF DIRECTORS.................................................5

STOCK OWNERSHIP REQUIREMENTS..............................................6

CHARITABLE CONTRIBUTIONS..................................................7

DIRECTOR AND OFFICER INDEMNIFICATION AND LIABILITY PROTECTION.............8

SIZE OF THE BOARD........................................................10

VOTING ON DIRECTOR NOMINEES IN CONTESTED ELECTIONS.......................11

TERM OF OFFICE...........................................................12

COMPENSATION DISCLOSURE..................................................13

CHAPTER 2 AUDITORS...........................................................14

RATIFYING AUDITORS.......................................................15

CHAPTER 3 TENDER OFFER DEFENSES..............................................16

POISON PILLS.............................................................17

GREENMAIL................................................................18

SUPERMAJORITY VOTE.......................................................19

CHAPTER 4 MERGERS AND CORPORATE RESTRUCTURING................................20

CHANGING CORPORATE NAME..................................................21

REINCORPORATION..........................................................22

CHAPTER 5 PROXY CONTEST DEFENSES.............................................23

BOARD STRUCTURE: STAGGERED VS. ANNUAL ELECTIONS.........................24

CUMULATIVE VOTING........................................................25

SHAREHOLDERS' ABILITY TO CALL SPECIAL MEETING............................26

SHAREHOLDERS' ABILITY TO ALTER SIZE OF THE BOARD.........................27

CHAPTER 6 MISCELLANEOUS CORPORATE GOVERNANCE PROVISIONS......................28

CONFIDENTIAL VOTING......................................................29

SHAREHOLDER ADVISORY COMMITTEES..........................................30

FOREIGN CORPORATE MATTERS................................................31

GOVERNMENT SERVICE LIST..................................................32

CHAPTER 7 SOCIAL AND ENVIRONMENTAL ISSUES....................................33

ENERGY AND ENVIRONMENTAL ISSUES (CERES PRINCIPLES).......................34

NORTHERN IRELAND (MACBRIDE PRINCIPLES)...................................35

MAQUILADORA STANDARDS AND INTERNATIONAL OPERATIONS AND POLICIES..........36

EQUAL EMPLOYMENT OPPORTUNITY AND DISCRIMINATION..........................37

ANIMAL RIGHTS............................................................38

CHAPTER 8 CAPITAL STRUCTURE..................................................39

COMMON STOCK AUTHORIZATION...............................................40

BLANK CHECK PREFERRED STOCK..............................................41

PREEMPTIVE RIGHTS........................................................42

STOCK DISTRIBUTIONS: SPLITS AND DIVIDENDS...............................43

STOCK SPLITS.............................................................43

REVERSE STOCK SPLITS.....................................................44

ADJUSTMENTS TO PAR VALUE OF COMMON STOCK.................................45

DEBT RESTRUCTURINGS......................................................46

CHAPTER 9 EXECUTIVE AND DIRECTOR COMPENSATION................................47

DIRECTOR COMPENSATION....................................................48

SHAREHOLDER PROPOSAL TO LIMIT EXECUTIVE AND DIRECTOR PAY.................49

EMPLOYEE STOCK OWNERSHIP PLANS (ESOPS)...................................50

OPTIONS EXPENSING........................................................51

GOLDEN PARACHUTES........................................................52

PROPOSAL TO BAN GOLDEN PARACHUTES........................................53

OUTSIDE DIRECTORS' RETIREMENT COMPENSATION...............................54

CHAPTER 10 STATE OF INCORPORATION............................................55

CONTROL SHARE ACQUISITION STATUTES.......................................56

OPT-OUT OF STATE TAKEOVER STATUTES.......................................57

CORPORATE RESTRUCTURING, SPIN-OFFS ASSET SALES, LIQUIDATIONS.............58

CHAPTER 11 CONFLICTS OF INTEREST.............................................59

CONFLICTS................................................................60

CHAPTER 12 GOVERNANCE COMMITTEE AND PROXY MANAGERS...........................62

GOVERNANCE COMMITTEE.....................................................63

PROXY MANAGERS...........................................................64

CHAPTER 13 SPECIAL ISSUES WITH VOTING FOREIGN PROXIES........................65

SPECIAL ISSUES WITH VOTING FOREIGN PROXIES...............................66

CHAPTER 14 RECORD KEEPING....................................................67

RECORD KEEPING...........................................................68

INTRODUCTION
------------

Rule 206(4)-6 (the "Rule") adopted under the Investment Advisers Act of 1940, as
amended (the "Advisers Act") requires all registered investment advisers that
exercise voting discretion over securities held in client portfolios to adopt
proxy voting policies and procedures.

Advantage Advisers, Inc., (the "Adviser") is a registered investment adviser
under the Advisers Act and is therefore required to adopt proxy voting policies
and procedures pursuant to the Rule.

When the Adviser has investment discretion over a client's investment portfolio,
then the Adviser votes proxies for the Account pursuant to the policies and
procedures set forth herein.

CHAPTER 1

BOARD OF DIRECTORS

VOTING ON DIRECTOR NOMINEES
---------------------------
IN UNCONTESTED ELECTIONS
------------------------

These proposals seek shareholder votes for persons who have been nominated by a
corporation's board of directors to stand for election to serve as members of
that board. No candidates are opposing these board nominees.

In each analysis of an uncontested election of directors you should review:

a) Company performance

b) Composition of the board and key board committees

c) Attendance at board meetings

d) Corporate governance provisions and takeover activity

We may also consider:

a) Board decisions concerning executive compensation
b) Number of other board seats held by the nominee
c) Interlocking directorships

VOTE RECOMMENDATION

It is our policy to vote IN
FAVOR of the candidates
proposed by the board.

We will look carefully at each candidate's background contained in the proxy
statement. In the absence of unusual circumstances suggesting a nominee is
clearly not qualified to serve as a member of the board, we will vote with
management.

CHAIRMAN AND CEO ARE THE SAME PERSON
------------------------------------

Shareholders may propose that different persons hold the positions of
the chairman and the CEO.

We would evaluate these proposals on a case by case basis depending on
the size of the company and performance of management.

INDEPENDENCE OF DIRECTORS
-------------------------

Shareholders may request that the board be comprised of a majority of
independent directors and that audit, compensation and nominating
committees of the Board consists exclusively of independent directors.
We believe that independent directors are important to corporate
governance.

VOTE RECOMMENDATION

It is our policy to vote FOR
proposals requesting that a
majority of the Board be
independent and that the
audit, compensation and
nominating committees of the
board include only
independent directors.

STOCK OWNERSHIP REQUIREMENTS
----------------------------

Shareholders may propose that directors be required to own a minimum
amount of company stock or that directors should be paid in company
stock, not cash. This proposal is based on the view that directors will
align themselves with the interest of shareholders if they are
shareholders themselves. We believe that directors are required to
exercise their fiduciary duty to the company and its shareholders
whether or not they own shares in the company and should be allowed to
invest in company stock based on their own personal considerations.

VOTE RECOMMENDATION

Vote AGAINST proposals that
require director stock
ownership.

CHARITABLE CONTRIBUTIONS
------------------------

Charitable contributions by companies are generally useful for
assisting worthwhile causes and for creating goodwill between the
company and its community. Moreover, there may be certain long-term
financial benefits to companies from certain charitable contributions
generated from, for example, movies spent helping educational efforts
in the firm's primary employment areas. Shareholders should not decide
what the most worthwhile charities are.

VOTE RECOMMENDATION

(Shareholders Proposals)
Vote AGAINST proposals
regarding charitable
contribution.

Shareholders have differing and equally sincere views as to which
charities the company should contribute to, and the amount it should
contribute. In the absence of bad faith, self-dealing, or gross
negligence, management should determine which contributions are in the
best interest of the company.

DIRECTOR AND OFFICER INDEMNIFICATION
------------------------------------
AND LIABILITY PROTECTION
------------------------

These proposals typically provide for protection (or additional protection)
which is to be afforded to the directors of a corporation in the form of
indemnification by the corporation, insurance coverage or limitations upon their
liability in connection with their responsibilities as directors.

When a corporation indemnifies its directors and officers, it means the
corporation promises to reimburse them for certain legal expenses, damages, and
judgements incurred as a result of lawsuits relating to their corporate actions.
The corporation becomes the insurer for its officers and directors.

VOTE RECOMMENDATION

Vote AGAINST proposals that
eliminate entirely director
and officers' liability for
monetary damages for
violating the duty of care.

Vote AGAINST
indemnification proposals
that would expand coverage
beyond just legal expenses
to acts, such as
negligence, that are more
serious violations of
fiduciary obligations than
mere carelessness.

Vote FOR only those
proposals providing such
expanded coverage in cases
when a director's or
officer's legal defense was
unsuccessful if: a) the
director was found to have
acted in good faith, and b)
only if the director's
legal expenses would be
covered.

The following factors should be considered:

1. The present environment in which directors operate provides substantial
risk of claims or suits against them in their individual capacities
arising out of the discharge of their duties.

2. Attracting and retaining the most qualified directors enhances
shareholder value.

SIZE OF THE BOARD
-----------------

Typically there are three reasons for changing the size of the board.
The first reason may be to permit inclusion into the board of
additional individuals who, by virtue of their ability and experience,
would benefit the corporation. The second reason may be to reduce the
size of the board due to expiration of terms, resignation of sitting
directors or, thirdly, to accommodate the corporation's changing needs.

VOTE RECOMMENDATION

Vote FOR the board's
recommendation to increase
or decrease the size of the
board.

The following factors should be considered:

1. These proposals may aim at reducing or increasing the influence of
certain groups of individuals.

2. This is an issue with which the board of directors is uniquely qualified
to deal, since they have the most experience in sitting on a board and
are up-to-date on the specific needs of the corporation.

VOTING ON DIRECTOR NOMINEES IN CONTESTED ELECTIONS
--------------------------------------------------

Votes in contested elections of directors are evaluated on a CASE-BY-CASE basis.

The following factors are considered:

1. management's track record

2. background to the proxy contest

3. qualifications of director nominees

TERM OF OFFICE
--------------

This is a shareholder's proposal to limit the tenure of outside directors. This
requirement may not be an appropriate one. It is an artificial imposition on the
board, and may have the result of removing knowledgeable directors from the
board.

VOTE RECOMMENDATION

Vote AGAINST shareholder
proposals to limit the
tenure of outside
directors.

The following factors should be considered:

1. An experienced director should not be disqualified because he or she has
served a certain number of years.

2. The nominating committee is in the best position to judge the directors'
terms in office due to their understanding of a corporation's needs and
a director's abilities and experience.

3. If shareholders are not satisfied with the job a director is doing, they
can vote him/her off the board when the term is up.

COMPENSATION DISCLOSURE
-----------------------

These proposals seek shareholder approval of a request that the board of
directors disclose the amount of compensation paid to officers and employees, in
addition to the disclosure of such information in the proxy statement as
required by the SEC regulations.

VOTE RECOMMENDATION

(shareholders policy)
Vote AGAINST these
proposals that require
disclosure, unless we have
reason to believe that
mandated disclosures are
insufficient to give an
accurate and meaningful
account of senior
management compensation.

The following factors should be considered:

1. Federal securities laws require disclosure in corporate proxy statements
of the compensation paid to corporate directors and officers.

2. Employees other than executive officers and directors are typically not
in policy-making roles where they have the ability to determine, in a
significant way, the amount of their own compensation.

3. The disclosure of compensation of lower-level officers and employees
infringes upon their privacy and might create morale problems.

CHAPTER 2

AUDITORS

RATIFYING AUDITORS
------------------

Shareholders must make certain that auditors are responsibly examining the
financial statements of a company, that their reports adequately express any
legitimate financial concerns, and that the auditor is independent of the
company it is serving.

VOTE RECOMMENDATION

Vote FOR proposal to ratify
auditors.

The following factors should be considered:

1. Although lawsuits are sometimes filed against accounting firms,
including those nationally recognized, these firms typically complete
their assignments in a lawful and professional manner.

2. Sometimes it may be appropriate for a corporation to change accounting
firms, but the board of directors is in the best position to judge the
advantages of any such change and any disagreements with former auditors
must be fully disclosed to shareholders.

3. If there is a reason to believe the independent auditor has rendered an
opinion which is neither accurate nor indicative of the company's
financial position, then in this case vote AGAINST ratification.

CHAPTER 3

TENDER OFFER DEFENSES

POISON PILLS
------------

Poison pills are corporate-sponsored financial devices that, when triggered by
potential acquirers, do one or more of the following: a) dilute the acquirer's
equity in the target company, b) dilute the acquirer's voting interests in the
target company, or c) dilute the acquirer's equity holdings in the post-merger
company. Generally, poison pills accomplish these tasks by issuing rights or
warrants to shareholders that are essentially worthless unless triggered by a
hostile acquisition attempt.

A poison pill should contain a redemption clause that would allow the board to
redeem it even after a potential acquirer has surpassed the ownership threshold.
Poison pills may be adopted by the board without shareholder approval. But
shareholders must have the opportunity to ratify or reject them at least every
two years.

VOTE RECOMMENDATION

Vote FOR shareholder
proposals asking that a
company submit its poison
pill for shareholder
ratification.

Vote on a CASE-BY-CASE
basis regarding shareholder
proposals to redeem a
company's poison pill.

Vote on a CASE-BY-CASE
basis regarding management
proposals to ratify a
poison pill.

GREENMAIL
---------

Greenmail payments are targeted share repurchases by management of company stock
from individuals or groups seeking control of the company. Since only the
hostile party receives payment, usually at a substantial premium over the
market, the practice discriminates against all other shareholders.

Greenmail payments usually expose the company to negative press and may result
in lawsuits by shareholders. When a company's name is associated with such a
practice, company customers may think twice about future purchases made at the
expense of the shareholders.

VOTE RECOMMENDATION

Vote FOR proposals to adopt
anti Greenmail or bylaw
amendments or otherwise
restrict a company's
ability to make Greenmail
payments

Vote on a CASE-BY-CASE
basis regarding
anti-Greenmail proposals
when they are bundled with
other charter or bylaw
amendments.

The following factors should be considered:

1. While studies by the SEC and others show that Greenmail devalues the
company's stock price, an argument can be made that a payment can enable
the company to pursue plans that may provide long-term gains to the
shareholders.

SUPERMAJORITY VOTE
------------------

Supermajority provisions violate the principle that a simple majority of voting
shares should be all that is necessary to effect change regarding a company and
its corporate governance provisions. These proposals seek shareholder approval
to exceed the normal level of shareholder participation and approval from a
simple majority of the outstanding shares to a much higher percentage.

VOTE RECOMMENDATIONS

Vote AGAINST management
proposals to require a
Supermajority shareholder
vote to approve mergers and
other significant business
combinations.

Vote FOR shareholder
proposals to lower
Supermajority vote
requirements for mergers
and other significant
business combinations.

The following factors should be considered:

1. Supermajority requirements ensure broad agreement on issues that may
have a significant impact on the future of the company.

2. Supermajority vote may make action all but impossible.

3. Supermajority requirements are counter to the principle of majority
rule.

CHAPTER 4

MERGERS
AND
CORPORATE
RESTRUCTURING

CHANGING CORPORATE NAME
-----------------------

This proposal seeks shareholder approval to change the corporation's name. It is
probably better to vote for the proposed name change before management goes back
to the drawing board and spends another small fortune attempting again to change
the name.

VOTE RECOMMENDATION

Vote FOR changing the
corporate name.

The following factors should be considered:

1. A name of a corporation symbolizes its substance.

2. There are many reasons a corporation may have for changing its name,
including an intention to change the direction of the business or to
have a contemporary corporate image.

3. The board of directors is well-positioned to determine the best name for
the corporation because, among other reasons, it usually seeks
professional advice on such matters.

REINCORPORATION
---------------

These proposals seek shareholder approval to change the state in which a company
is incorporated. Sometimes this is done to accommodate the company's most active
operations or headquarters. More often, however, the companies want to
reincorporate in a state with more stringent anti-takeover provisions.
Delaware's state laws, for instance, including liability and anti-takeover
provisions, are more favorable to corporations.

VOTE RECOMMENDATION

Vote on a CASE-BY-CASE
basis, carefully reviewing
the new state's laws and
any significant changes the
company makes in its
charter and by-laws.

The following factors should be considered:

1. The board is in the best position to determine the company's need to
incorporate.

2. Reincorporation may have considerable implications for shareholders,
affecting a company's takeover defenses, its corporate structure or
governance features.

3. Reincorporation in a state with stronger anti-takeover laws may harm
shareholder value.

CHAPTER 5

PROXY
CONTEST
DEFENSES

BOARD STRUCTURE: STAGGERED VS. ANNUAL ELECTIONS
-----------------------------------------------

A company that has a classified, or staggered, board is one in which directors
are typically divided into three classes, with each class serving three-year
terms; each class's reelection occurs in different years. In contrast, all
directors of an annually elected board serve one year and the entire board
stands for election each year.

Classifying the board makes it more difficult to change control of a company
through a proxy contest involving election of directors. Because only a minority
of the directors are elected each year, it will be more difficult to win control
of the board in a single election.

VOTE RECOMMENDATIONS

Vote AGAINST proposals to
classify the board. Vote
FOR proposals to repeal
classified boards and to
elect all directors
annually.

The following factors should be considered:

1. The annual election of directors provides an extra check on management's
performance. A director who is doing a good job should not fear an
annual review of his/her directorship.

CUMULATIVE VOTING
-----------------

Most companies provide that shareholders are entitled to cast one vote for each
share owned, the so-called "one share, one vote" standard. This proposal seeks
to allow each shareholder to cast votes in the election of directors
proportionate to the number of directors times the number of shares owned by
each shareholder for one nominee.

VOTE RECOMMENDATION

Vote AGAINST proposals that
permit cumulative voting.

The following factors should be considered:

1. Cumulative voting would allow a minority owner to create an impact
disproportionate to his/her holdings.

2. Cumulative voting can be used to elect a director who would represent
special interests and not those of the corporation and its shareholders.

3. Cumulative voting can allow a minority to have representation.

4. Cumulative Voting can lead to a conflict within the board which could
interfere with its ability to serve the shareholders' best interests.

SHAREHOLDERS' ABILITY TO CALL SPECIAL MEETING
---------------------------------------------

Most state corporation statutes allow shareholders to call a special meeting
when they want to take action on certain matters that arise between regularly
scheduled annual meetings.

VOTE RECOMMENDATION

Vote AGAINST proposals to
restrict or prohibit
shareholder ability to call
special meetings.

Vote FOR proposals that
remove restrictions on the
right of shareholders to
act independently of
management.

SHAREHOLDERS' ABILITY TO ALTER SIZE OF THE BOARD
------------------------------------------------

Proposals which would allow management to increase or decrease the size of the
board at its own discretion are often used by companies as a takeover defense.

Shareholders should support management proposals to fix the size of the board at
a specific number of directors, preventing management from increasing the size
of the board without shareholder approval. By increasing the size of the board,
management can make it more difficult for dissidents to gain control of the
board.

VOTE RECOMMENDATIONS

Vote FOR proposal which
seek to fix the size of the
board.

Vote AGAINST proposals
which give management the
ability to alter the size
of the board without
shareholder approval.

CHAPTER 6

MISCELLANEOUS
CORPORATE
GOVERNANCE
PROVISIONS

CONFIDENTIAL VOTING
-------------------

Confidential voting, also known as voting by secret ballot, is one of the key
structural issues in the proxy system. All proxies, ballots, and voting
tabulations that identify individual shareholders are kept confidential.

VOTE RECOMMENDATIONS

Vote FOR shareholder
proposals requesting that
corporations adopt
confidential voting.

Vote FOR management
proposals to adopt
confidential voting.

The following factors should be considered:

1. Some shareholders elect to have the board not know how they voted on
certain issues.

2. Should the board be aware of how a shareholder voted, the board could
attempt to influence the shareholder to change his/her vote, giving
itself an advantage over those that do not have access to this
information.

3. Confidential voting is an important element of corporate democracy which
should be available to the shareholder.

SHAREHOLDER ADVISORY COMMITTEES
-------------------------------

These proposals request that the corporation establish a shareholder advisory
committee to review the board's performance. In some instances, it would have a
budget funded by the corporation and would be composed of salaried committee
members with authority to hire outside experts and to include reports in the
annual proxy statement.

VOTE RECOMMENDATION

Vote AGAINST proposals to
establish a shareholder
advisory committee.

The following factors should be considered:

1. Directors already have fiduciary responsibility to represent
shareholders and are accountable to them by law, thus rendering
shareholder advisory committees unnecessary.

2. Adding another layer to the current corporate governance system would be
expensive and unproductive.

FOREIGN CORPORATE MATTERS
-------------------------

These proposals are usually submitted by companies incorporated outside of the
United States seeking shareholder approval for actions which are considered
ordinary business and do not require shareholder approval in the United States
(i.e., declaration of dividends, approval of financial statements, etc.).

VOTE RECOMMENDATION

Vote FOR proposals that
concern foreign companies
incorporated outside of the
United States.

The following factors should be considered:

1. The laws and regulations of various countries differ widely as to those
issues on which shareholder approval is needed, usually requiring
consent for actions which are considered routine in the United States.

2. The board of directors is well positioned to determine whether or not
these types of actions are in the best interest of the corporation's
shareholders.

GOVERNMENT SERVICE LIST
-----------------------

This proposal requests that the board of directors prepare a list of employees
or consultants to the company who have been employed by the government within a
specified period of time and the substance of their involvement.

Solicitation of customers and negotiation of contractual or other business
relationships is traditionally the responsibility of management. Compilation of
such a list does not seem to serve a useful purpose, primarily because existing
laws and regulations serve as a checklist on conflicts of interest.

VOTE RECOMMENDATION

Vote AGAINST these
proposals which request a
list of employees having
been employed by the
government.

The following factors should be considered:

1. For certain companies, employing individuals familiar with the
regulatory agencies and procedures is essential and, therefore, is in
the best interests of the shareholders.

2. Existing laws and regulations require enough disclosure and serve as a
check on conflicts of interest.

3. Additional disclosure would be an unreasonable invasion of such
individual's privacy.

CHAPTER 7

SOCIAL
AND
ENVIRONMENTAL
ISSUES

ENERGY AND ENVIRONMENTAL ISSUES
-------------------------------
(CERES PRINCIPLES)
------------------

CERES proposals ask management to sign or report on process toward compliance
with ten principles committing the company to environmental stewardship.
Principle 10 directs companies to fill out the CERES report. This report
requires companies to disclose information about environmental policies, toxic
emissions, hazardous waste management, workplace safety, energy use, and
environmental audits.

VOTE RECOMMENDATION

Vote AGAINST proposals
requesting that companies
sign the CERES Principles.

The following factors should be considered:

1. We do not believe a concrete business case is made for this proposal. In
our opinion, the company will be best served by continuing to carry on
its business as it did before the proposal was made.

NORTHERN IRELAND
----------------
(MACBRIDE PRINCIPLES)
---------------------

It is well documented that Northern Ireland's Catholic community faces much
higher unemployment figures then the Protestant community. Most proposals ask
companies to endorse or report on progress with respect to the MacBride
Principles.

In evaluating a proposal to adopt the MacBride Principles, you must decide if
the principles will cause the company to divest, and worsen unemployment
problems.

VOTE RECOMMENDATION

REFRAIN from voting on
proposals that request
companies to adopt the
MacBride Principles.

The following factors should be considered:

1. We believe that human and political rights are of the utmost importance
for their own sake as well as for the enhancement of economic potential
of a nation.

2. We do not believe a concrete business case has been made for this
proposal. We will refrain from making social or political statements by
voting for these proposals. We will only vote on proposals that maximize
the value of the issuers' status without regard to (i.e., we will not
pass judgement upon) the non-economic considerations.

MAQUILADORA STANDARDS AND
-------------------------
INTERNATIONAL OPERATIONS AND POLICIES
-------------------------------------

Proposals in this area generally request companies to report on or to adopt
certain principles regarding their operations in foreign countries.

The Maquiladora Standards are a set of guidelines that outline how U.S.
companies should conduct operations in Maquiladora facilities just across the
U.S.-Mexican border. These standards cover such topics as community development,
environmental policies, health and safety policies, and fair employment
practices.

VOTE RECOMMENDATION

ABSTAIN from providing a
Vote Recommendation on
proposals regarding the
Maquiladora Standards and
international operating
policies.

The following factors should be considered:

1. We believe that human rights are of the utmost importance for their own
sake as well as for the enhancement of economic potential of a nation.

2. We do not believe that a concrete business case has been made for these
proposals. We will refrain from making social statements by voting for
these proposals. We will not only vote on proposals that maximize the
value of the issuers' securities without regard to (i.e., we will not
pass judgement upon) the non-economic considerations.

EQUAL EMPLOYMENT OPPORTUNITY
----------------------------
AND DISCRIMINATION
------------------

In regards to equal employment and discrimination, companies without
comprehensive EEO programs will find it hard to recruit qualified employees and
find them at a long-term competitive disadvantage. Companies who are not
carefully watching their human resource practices could also face lawsuits.

VOTE RECOMMENDATION

REFRAIN from voting on any
proposals regarding equal
employment opportunities
and discrimination.

The following factors should be considered:

1. We feel that the hiring and promotion of employees should be free from
prohibited discriminatory practices. We also feel that many of these
issues are already subject to significant state and federal regulations.

ANIMAL RIGHTS
-------------

A Corporation is requested to issue a report on its progress towards reducing
reliance on animal tests for consumer product safety.

VOTE RECOMMENDATION

REFRAIN from making Vote
Recommendations on
proposals regarding animal
rights.

The following factors should be considered:

1. Needless cruelty to animals should never be tolerated. However, the
testing of products on animals may be very important to the health and
safety of consumers.

2. We also feel that this issue is already subject to significant state and
federal regulation.

CHAPTER 8

CAPITAL
STRUCTURE

COMMON STOCK AUTHORIZATION
--------------------------

The ability to increase the number of authorized shares could accommodate the
sale of equity, stock splits, dividends, compensation-based plans, etc. The
board can usually be trusted to use additional shares for capital-raising and
other transactions that are in the corporation's best interests.

However, excessive escalation in the number of authorized shares may allow the
board to radically change the corporation's direction without shareholder
approval. Be careful to view that the increased number of shares will not enable
the company to activate a poison pill.

VOTE RECOMMENDATION

Vote CASE-BY-CASE on
proposals to increase the
number of shares of common
stock authorized for issue.

Vote AGAINST proposed
common share authorization
that increase existing
authorization by more then
100 percent unless a clear
need for the excess shares
is presented by the
company.

The following factors should be considered:

1. Is this company going to make frequent business acquisitions over a
period of time?

2. Is the company expanding its operations?

3. Within the company, are there any debt structuring or prepackaged
bankruptcy plans?

BLANK CHECK PREFERRED STOCK
---------------------------

The terms of blank check preferred stock give the board of directors the power
to issue shares of preferred stock at their discretion, with voting, conversion,
distribution and other rights to be determined by the board at the time of the
issue.

Blank check preferred stock can provide corporations with the flexibility to
meet changing financial conditions. However, once the blank check preferred
stock has been authorized, the shareholders have no further power over how or
when it will be allocated.

VOTE RECOMMENDATION

Vote AGAINST proposals
authorizing the creation of
new classes of preferred
stock with unspecified
voting, conversion,
dividend distribution, and
other rights.

The following factors should be considered:

1. Blank check preferred stock can be used as the vehicle for a poison pill
defense against hostile suitors, or it may be placed in friendly hands
to help block a takeover bid.

PREEMPTIVE RIGHTS
-----------------

These proposals request that the corporation provide existing shareholders with
an opportunity to acquire additional shares in proportion to their existing
holdings whenever new shares are issued. In companies with a large shareholder
base and ease in which shareholders could preserve their relative interest
through purchases of shares on the open market, the cost of implementing
preemptive rights does not seem justifiable in relation to the benefits.

VOTE RECOMMENDATION

Vote AGAINST proposals
seeking preemptive rights.

The following factors should be considered:

1. The existence of preemptive rights can considerably slow down the
process of issuing new shares due to the logistics involved in
protecting such rights.

2. Preemptive rights are not necessary for the shareholder in today's
corporations, whose stock is held by a wide range of owners and is, in
most cases, highly liquid.

STOCK DISTRIBUTIONS: SPLITS AND DIVIDENDS
-----------------------------------------

STOCK SPLITS
------------

The corporation requests authorization for a stock split.

VOTE RECOMMENDATION

Vote FOR management
proposal to authorize stock
splits unless the split
will result in an increase
of authorized but unissued
shares of more than 100%
after giving effect to the
shares needed for the
split.

REVERSE STOCK SPLITS
--------------------

VOTE RECOMMENDATION

Vote FOR management
proposal to authorize
reverse stock split unless
the reverse stock split
results in an increase of
authorized but unissued
shares of more than 100%
after giving effect to the
shares needed for the
reverse split.

ADJUSTMENTS TO PAR VALUE OF COMMON STOCK
----------------------------------------

The purpose of par value stock is to establish the maximum responsibility of
stockholder in the event that a corporation becomes insolvent. It represents the
maximum amount that a shareholder must pay the corporation if the stock is to be
fully paid when issued.

The corporation requests permission to reduce the par value of its stock. In
most cases, adjusting par value is a routine financing decision and should be
supported.

VOTE RECOMMENDATION

Vote FOR management
proposals to reduce the par
value of common stock.

The following factors should be considered:

1. State laws sometimes prohibit issuance of new stock priced below that of
the outstanding shares.

2. A corporation may be unable to raise capital if the par value is
overstated.

DEBT RESTRUCTURINGS
-------------------

The corporation may propose to increase common and/or preferred shares and to
issue shares as part of a debt restructuring plan.

VOTE RECOMMENDATION

It is our policy to vote
CASE-BY-CASE on debt
restructuring.

The following factors should be considered:

1. Dilution - How much will ownership interest of existing shareholders be
reduced and how extreme will dilution to future earnings be?

2. Change in Control - Will the transaction result in a change of control
of the company?

3. Bankruptcy - Is the threat of bankruptcy, which would result in severe
losses in shareholder value, the main factor driving the debt
restructuring?

CHAPTER 9

EXECUTIVE
AND
DIRECTOR
COMPENSATION

DIRECTOR COMPENSATION
---------------------

Directors represent shareholders and are responsible for protecting shareholder
interests. Companies state in the proxy material that they pay directors well in
order to attract the most qualified candidates. All compensation packages for
any executive, director or employee should include a pay-for-performance
component.

VOTE RECOMMENDATION

Vote on a CASE-BY-CASE
basis for director
compensation.

The following factors should be considered:

1. As directors take an increasingly active role in corporate
decision-making and governance, their compensation is becoming more
performance-based.

SHAREHOLDER PROPOSAL TO LIMIT EXECUTIVE AND DIRECTOR PAY
--------------------------------------------------------

Shareholder compensation proposals that set limits or reduce executive
compensation should be closely scrutinized. Many of these proposals may be
flawed in their emphasis on an absolute dollar figure in compensation.

VOTE RECOMMENDATION

Vote on a CASE-BY-CASE
basis.

The following factors should be considered:

1. Executive compensation is established by a committee that consists of
independent directors who have fiduciary responsibility to act in the
best interest of the shareholders and who are best placed to make
compensation decisions.

EMPLOYEE STOCK OWNERSHIP PLANS (ESOPS)
--------------------------------------

These proposals ask for stockholder endorsement of compensation plans for key
employees which involve the issuance of company shares by granting of stock
options, SARs, restricted stock, etc. These plans help attract and retain
best-qualified corporate personnel and tie their interests more closely to those
of the shareholders.

VOTE RECOMMENDATION

Vote FOR proposals to adopt
share-based compensation
plans when the following
items are involved:

1. The exercise price for stock options is less than 85% of fair market
value on the date of the grant.

2. It is an omnibus stock plan which gives directors broad discretion in
deciding how much and what kind of stock to award, when and to whom.

3. The shares for issue exceed 8% of the company's outstanding shares; or,
in the case of the evergreen plans, the amount of increase exceeds 1.5%
of the total number of shares outstanding.

Vote AGAINST proposals
adopting share based
compensation plans when the
following items are
involved:

o Re-load options (new options issued for any exercised).

o The plan would allow for management to pyramid their holdings by
using stock to purchase more stock, without having to lay out cash.
Vote YES if this is for directors.

OPTIONS EXPENSING
-----------------

Shareholder proposal to expense options.

VOTE RECOMMENDATION

It is our policy to vote
FOR proposals to expense
options.

GOLDEN PARACHUTES
-----------------

Golden parachutes are designed to protect the employees of a corporation in the
event of a change in control. The change in control agreement will specify the
exact payments to be made under the golden parachutes. The calculation for
payout is usually based on some multiple of an employee's annual or monthly
compensation. Golden parachutes are generally given to employees whose annual
compensation exceeds $112,000.

Recent experience has shown a willingness of many managements to treat severance
agreements as equal to equity investments and to reward themselves as if
substantial amounts of equity were at risk.

VOTE RECOMMENDATION

Vote FOR proposals which
seek to limit additional
compensation payments.

Vote FOR shareholder
proposals to have golden
parachutes submitted for
shareholder ratification.

The following factors should be considered:

1. The stability of management may be affected by an attempted acquisition
of the corporation.

2. There is a tendency on the part of an entrenched management to overstate
the value of their continuing control of and influence on the day-to-day
functions of a corporation.

PROPOSAL TO BAN GOLDEN PARACHUTES
---------------------------------

Based on the foregoing information:

VOTE RECOMMENDATION

We are FOR this proposal,
which essentially bans
golden parachutes, because
we feel management's
compensation should be
solely based on real-time
contributions to the
corporation while they are
serving it. Deferred
current compensation is
viewed differently than
future, contingent
compensation for current
services.

OUTSIDE DIRECTORS' RETIREMENT COMPENSATION
------------------------------------------

We believe that directors should only be compensated while serving the company.

VOTE RECOMMENDATIONS

Vote AGAINST proposals
establishing outside
directors' retirement
compensation.

Vote FOR proposals that
revoke outside directors'
retirement compensation.

CHAPTER 10

STATE
OF
INCORPORATION

CONTROL SHARE ACQUISITION STATUTES
----------------------------------

These proposals suggest that the board of directors solicit shareholder approval
before committing acquisitions or divestiture of a business exceeding stipulated
threshold levels. Such statutes function by denying shares their voting rights
when they contribute to ownership in excess of certain thresholds.

VOTE RECOMMENDATION

Vote AGAINST proposals
which request the board to
seek shareholder approval
before committing to an
acquisition.

The following factors should be considered:

1. These proposals deprive the board of directors of its ability to act
quickly in propitious circumstances.

2. Conforming to these requirements can be expensive.

3. The board of directors is uniquely qualified and positioned to be able
to make these decisions without prior shareholder approval.

4. The threshold levels usually imposed by these proposals are much more
stringent than required by law.

OPT-OUT OF STATE TAKEOVER STATUTES
----------------------------------

These proposals seek shareholder approval to opt-out (not be governed by)
certain provisions of the anti-takeover laws of various states. Delaware law,
for instance, dictates that a bidder has to acquire at least 85% of a company's
stock before exercising control, unless he or she has board approval. This means
that a company may thwart an otherwise successful bidder by securing 15% of its
stock in friendly hands.

VOTE RECOMMENDATION

Vote on a CASE-BY-CASE
basis for these proposals.

The following factors should be considered:

1. It is the directors' responsibility to act on behalf of the shareholders
in opposing coercive takeover attempts.

2. Creating deterrents to corporate takeovers may allow for entrenchment of
inefficient management.

3. These statutes strengthen the board's ability to deal with potential
buyers on fair and reasonable terms.

4. Shareholders should have the final say on whether the company should be
merged or acquired.

CORPORATE RESTRUCTURING, SPIN-OFFS ASSET SALES, LIQUIDATIONS
------------------------------------------------------------

Votes on corporate restructuring, spin-offs, asset sales and liquidations are
evaluated on a CASE BY CASE basis.

CHAPTER 11

CONFLICTS
OF
INTEREST

CONFLICTS
---------

From time to time, proxy voting proposals may raise conflicts between the
interests of the Advisers clients and the interests of the Adviser, its
affiliates and its employees. Conflicts of interest may arise when:

1. Proxy votes regarding non-routine matters are solicited by an issuer
that may have a separate account relationship with an affiliate of the
Adviser or an investment banking relationship with Fahnestock & Co. Inc.

2. A proponent of a proxy proposal has a business relationship with the
Adviser or one of its affiliates or the Adviser or one of its affiliates
has a business relationship with participants in proxy contests,
corporate directors or director candidates.

3. An employee of the Adviser has a personal interest in the outcome of a
particular matter before shareholders. If the Adviser receives a proxy
that to the knowledge of the Proxy Manager raises a conflict of
interest, the Proxy Manager shall advise the Governance Committee which
shall determine whether the conflict is "material" to any specific
proposal involved in the proxy. The Governance Committee will determine
whether the proposal is material as follows:

a. Routine proxy proposals are presumed not to involve a material
conflict of interest.

b. Non-routine proxy proposals. Proxy proposals that are "non-routine"
will be presumed to involve a material conflict of interest unless
the Governance Committee determines that the conflict is unrelated to
the proposal. Non-routine proposals would include a merger,
compensation matters for management and contested elections of
directors.

CONFLICTS CONT'D
----------------

c. The Governance Committee may determine on a case-by-case basis that
particular non-routine proposals do not involve a material conflict
of interest because the proposal is not directly related to the
Adviser's conflict vis-a-vis the issue. The Governance Committee will
record the basis for any such determination. With respect to any
proposal that the Governance Committee determines presents a material
conflict of interest, the Adviser may vote regarding that proposal in
any of the following ways:

a) Obtain instructions from the client on how to vote.

b) Use existing proxy guidelines if the policy with respect to the
proposal is specifically addressed and does not involve a
case-by-case analysis.

c) Vote the proposal that involves the conflict according to the
recommendations of an independent third party such as
Institutional Share Services Inc. or Investor Responsibility
Research Center.

CHAPTER 12

GOVERNANCE COMMITTEE
AND
PROXY MANAGERS

GOVERNANCE COMMITTEE
--------------------

The Governance Committee is responsible for the maintenance of the Proxy Voting
Policies and Procedures and will determine whether any conflict between the
interest of clients and the Advisers in voting proxies is material. The
Governance Committee includes the following: (1) Bryan McKigney, (2) Barbara
Pires, and (3) Punita Kumar-Sinha.

PROXY MANAGERS
--------------

The Proxy Manager for the Adviser is Punita Kumar-Sinha, Portfolio Manager. The
Proxy Manager will determine how votes will be cast on proposals that are
evaluated on a case-by case basis.

CHAPTER 13

SPECIAL ISSUES WITH VOTING
FOREIGN PROXIES

SPECIAL ISSUES WITH VOTING FOREIGN PROXIES
------------------------------------------

Voting proxies with respect to shares of foreign stock may involve significantly
greater effort and corresponding cost than voting proxies in the U.S domestic
market. Issues in voting foreign proxies include the following:

1. Each country has its own rules and practices regarding shareholder
notification, voting restrictions, registration conditions and share
blocking.

2. In some foreign countries shares may be "blocked" by custodian or
depository or bearer shares deposited with specific financial
institutions for a certain number of days before or after the
shareholders meeting. When blocked, shares typically may not be traded
until the day after the blocking period. Advantage may refrain from
voting shares of foreign stocks subject to blocking restrictions where
in the Adviser's judgment the benefit from voting the shares is
outweighed by the interest in maintaining client liquidity in the
shares. This decision is made on a case-by-case basis based on a
relevant factors including the length of the blocking period, the
significance of the holding and whether the stock is considered by a
long-term holding.

3. Time frames between shareholder notification, distribution of proxy
materials, book closures and the actual meeting date may be too short to
allow timely action.

4. In certain countries, applicable regulations require that votes must be
made in person at the shareholder meeting. The Adviser will weigh the
costs and benefits of voting on proxy proposals in countries that
require in-person voting on a case-by-case basis and make decisions on
whether voting on a given proxy proposal is prudent. Generally, the
Adviser will not vote shares in countries that require in person voting
on routine matters such as uncontested elections of directors,
ratification of auditors.

CHAPTER 14

RECORD KEEPING

RECORD KEEPING
--------------

Advantage will maintain the following records:

1. Copies of these policies

2. A copy of each proxy statement that the Adviser receives regarding
client securities. The Adviser may satisfy this requirement by relying
on a third party to keep copies of proxy statements provided that the
Adviser has an undertaking from the third party to provide a copy of the
proxy statement promptly upon request.

3. A record of each vote cast on behalf of a client. A third party may keep
these voting records provided that the Adviser has an undertaking from
the third party to provide a copy of the record promptly upon request.

4. A copy of any document created by the Adviser that was material to
making a decision on how to vote proxies or that memorializes the basis
for that decision.

5. A copy of each written client request for information on how an Adviser
voted proxies on behalf of the client and a copy of written response by
the Adviser to any client request for information on how the Adviser
voted proxies on behalf of the client.

The above records shall be maintained for five years from the end of the fiscal
year during which the last entry was made on such record, the first two years in
an appropriate office of the Adviser.

PART C--OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

1. The audited financial statements for the year ended December 31, 2003 are
included in the Fund's 2003 Annual Report and are incorporated herein by
reference. These statements include:

Report of Independent Auditors;

Portfolio of Investments as of December 31, 2003;

Statement of Assets and Liabilities as of December 31, 2003;

Statement of Operations for the fiscal year ended December 31, 2003;

Statements of Changes in Net Assets for the fiscal years ended December
31, 2003 and December 31, 2002;

Notes to Financial Statements; and

Financial Highlights for a share of common stock outstanding during
each of the fiscal years ended December 31, 2003, 2002, 2001, 2000 and 1999

2. Exhibits:

(a) Articles of Amendment and Restatement dated February 14, 1994
(filed herewith)

(b) Amended and Restated By-Laws. (1)

(d) Form of specimen certificate representing shares of common stock. (2)

(e) Dividend Reinvestment and Cash Purchase Plan (the "Plan"). (2)

(f) Not applicable.

(g) (1) Management Agreement dated June 4, 2003 (the "Management Agreement")
between the Fund and Advantage Advisers, Inc. ("Advantage"). (3)

(2) Country Advisory Agreement dated June 4, 2003 (the "Country Advisory
Agreement") between Advantage and Imperial Investment Advisors
Private Limited. (3)

(h) Not applicable.

(i) Not applicable.

(j) (1) Custody Agreement dated September 28, 2000 (the "Custody Agreement")
between the Fund and Deutsche Bank AG (filed herewith).

(2) Cash Custody Agreement dated September 28, 2000 (the "Cash
Custody Agreement") between the Fund and Deutsche Bank (Mauritius)
Limited (filed herewith).

(k) (1) Form of Subscription Certificate (filed herewith).

(2) Form of Notice of Guaranteed Delivery (filed herewith).

(3) Form of Subscription Agent Agreement. (4)

(4) Form of Information Agent Agreement. (4)

(l) (1) Opinion and Consent of Simpson Thacher & Bartlett LLP. (4)

(2) Opinion and Consent of Piper Rudnick LLP. (4)

(m) Not applicable.

(n) Consent of PricewaterhouseCoopers LLP, independent registered
public accounting firm for the Fund (filed herewith).

C-1

(o) Not applicable.

(p) Not applicable.

(q) Not applicable.

(r) Code of Ethics dated July 26, 2001, as amended July 14, 2003 (filed
herewith).

(s) Power of Attorney (included on signature page).

----------
(1) Incorporated by reference to the Fund's Form NSAR-B, filed with the SEC on
February 27, 2003.

(2) Incorporated by reference to the Fund's Registration Statement on Form N-2,
filed with the SEC on February 14, 1994 (File No. 33-73652).

(3) Incorporated by reference to the Fund's Form NSAR-A, filed with the SEC on
August 26, 2003.

(4) To be filed by amendment.

ITEM 25. MARKETING ARRANGEMENTS

Not applicable.

ITEM 26. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the estimated expenses to be incurred in
connection with the offering described in this Registration Statement:

ESTIMATED
CATEGORY EXPENSES
--------------------------------------------------------- ---------
Registration......................................................
Blue Sky Qualification Fees (Including Fees of Counsel)...........
New York Stock Exchange Listing Fees..............................
Printing Expenses.................................................
Subscription Agent Fees and Expenses..............................
Information Agent Fees and Expenses...............................
Accounting Fees and Expenses......................................
Legal Fees and Expenses...........................................
NASD Fees.........................................................
Miscellaneous.....................................................
Total.............................................................

ITEM 27. PERSON CONTROLLED BY OR UNDER COMMON CONTROL WITH FUND

None

ITEM 28. NUMBER OF HOLDERS OF SECURITIES

The following information is given as of June 22, 2004:

NUMBER OF
RECORD HOLDERS, ROUNDED TO THE
TITLE OF CLASS NEAREST WHOLE SHARE
--------------------------------------------- ------------------------------
Common Stock, par value $.001 per share...... 23,302,828

C-2

ITEM 29. INDEMNIFICATION

Reference is made to Section 2-418 of the Maryland General Corporation
Law, Article VII of the Fund's Articles of Amendment and Restatement (the
"Charter"), Article VI of the Fund's Amended and Restated By-Laws (the
"By-Laws"), the management agreement and the administration agreement dated June
4, 2003 between the Fund and Oppenheimer & Co. Inc., formerly known as
Fahnestock & Co. Inc., each of which provide for indemnification.

Section 2-418 of the Maryland General Corporation Law empowers a
corporation, subject to certain limitations, to indemnify its directors,
officers, employees and agents against expenses (including attorneys' fees,
judgments, penalties, fines and settlements) actually and reasonably incurred by
them in connection with any suit or proceeding to which they are a party so long
as they acted in good faith and without active and deliberate dishonesty, or
they received no actual improper personal benefit in money, property or
services, or, with respect to any criminal proceeding so long as they had no
reasonable cause to believe their conduct to be unlawful.

Article VII of the Fund's Charter provides that the Fund shall
indemnify its currently acting and former directors and officers to the fullest
extent permitted by the Maryland General Corporation Law. The Fund's board of
directors may make further provision for indemnification of directors, officers,
employees and agents to the fullest extent permitted by Maryland law. The
Charter provides, however, that the Fund's directors and officers shall not be
indemnified against liability arising from willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of their
office.

Article VI of the Fund's By-Laws indemnifies current and former
directors and officers of the Fund to the extent permissible under the Maryland
General Corporation Law and other applicable law. Employees and agents who are
not officers or directors of the Fund may be indemnified in the same manner and
to such further extent as permissible under Maryland General Corporation Law.

The Management Agreement obligates the Fund to indemnify Advantage
against, and hold it harmless from, any and all losses, claims, damages,
liabilities or expenses (including reasonable counsel fees and expenses),
including any amounts paid in satisfaction of judgments, in compromise or as
fines or penalties, not resulting from disabling conduct by the Advantage.

The Administration Agreement obligates the Fund to indemnify and hold
harmless Oppenheimer & Co. Inc. ("Oppenheimer") and its stockholders, officers,
directors, employees and agents against any liability for any damages, expenses
(including reasonable value of time spend by Oppenheimer employees) or direct
losses reasonably incurred as a result of any failure by the Fund to comply with
the U.S. Investment Advisers Act of 1940, as amended, the Internal Revenue Code
of 1986, as amended, and with its investment policies and limitations as in
effect, or as a result of Oppenheimer's acting as an administrator pursuant to
the Administration Agreement, and not resulting from disabling conduct by
Oppenheimer.

Insofar as indemnification for liability arising under the Securities
Act, may be permitted to directors, officers and controlling persons of the Fund
pursuant to the foregoing provisions or otherwise, the Fund has been advised
that, in the opinion of the SEC, such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Fund of expenses incurred or paid by a director, officer or
controlling person of the Fund in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Fund will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

The Fund, its officers and directors, Advantage and certain others are
presently insured under a Adviser/Mutual Fund Professional Liability Policy
issued by American International Specialty Lines, Inc. that generally covers
claims by the Fund's stockholders and third persons based on or alleging
negligent acts, misstatements or omissions by the insureds and the costs and
expenses of defending those claims, up to a limit of $10,000,000, with a
deductible amount of $250,000.

C-3

ITEM 30. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

Information as to directors and officers of each of the Investment
Manager and Country Adviser is included in their respective Forms ADV filed with
the SEC (File Nos. 801-36997 and 801-61067, respectively) and incorporated
herein by reference.

ITEM 31. LOCATION OF ACCOUNTS AND RECORDS

1. The India Fund, Inc.
200 Park Avenue, 24th Floor
New York, New York 10166

(Records relating to its functions as Investment Manager)

2. Advantage Advisers, Inc.
200 Park Avenue, 24th Floor
New York, New York 10166

(Records relating to its functions as Country Adviser)

3. Imperial Investment Advisors Private Limited
Taj President-Mumbai
Room 802
90, Cuffe Parade
Mumbai-400 005, India

(Records relating to its functions as Subscription Agent for the Fund)

4. The Colbent Corporation
225 Franklin Street
Boston, Massachusetts 02110
Attention: The India Fund, Inc.

(Records relating to its functions as Information Agent for the Fund)

5. Georgeson Shareholder Communications, Inc.
17 State Street
New York, New York 10004

(Records relating to its functions as Administrator of the Fund)

6. Oppenheimer & Co. Inc.
125 Broad Street
New York, New York 10004

(Records relating to its functions as Mauritian Administrator to the Fund)

7. Multiconsult Ltd.
De Chazal Du Mee (DDM) Building
10, Frere Felix de Valois Street
Port Louis, Mauritius

(Records relating to its Transfer Agent and Plan Agent for the Fund)

8. PFPC Inc.
103 Bellevue Parkway
Wilmington, Delaware 19809

P.O. Box 43027
Westborough, Massachusetts 43027

4400 Computer Drive
Westborough, Massachusetts 01581

C-4

ITEM 32. MANAGEMENT SERVICES

Not applicable.

ITEM 33. UNDERTAKINGS

(1) The Fund undertakes to suspend the offering of its shares until it
amends its prospectus if (a) subsequent to the effective date of the
Registration Statement, the net asset value of its shares declines more
than 10% from its net asset value as of the effective date of the
Registration Statement or (b) the net asset value increases to an
amount greater than its net proceeds as stated in the prospectus.

(2) Not applicable.

(3) Not applicable.

(4) (a) The Fund undertakes to file, during any period in which offers or
sales are being made, a post-effective amendment to the
Registration Statement: (i) to include any prospectus required by
Section 10(a)(3) of the Securities Act; (ii) to reflect in the
prospectus any facts or events after the effective date of the
Registration Statement (or the most recent post-effective amendment
thereof) that, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration
Statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement.

(b) The Fund undertakes that, for the purpose of determining any
liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
those securities at that time shall be deemed to be the initial
bona fide offering thereof.

(c) The Fund undertakes to remove from registration by means of a
post-effective amendment any of the securities that remain unsold
at the termination of the offering.

(5) Not applicable.

(6) Not applicable.

C-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, the Fund has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York and State of New York on the
22nd day of June, 2004.

THE INDIA FUND, INC.

By: /s/ Bryan McKigney
------------------
Bryan McKigney
President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and
appoints Bryan McKigney the true and lawful attorney-in-fact and agent of the
undersigned, with full power of substitution and resubstitution, for and in the
name, place and stead of undersigned, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement and to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the Securities and Exchange Commission,
and hereby grants to such attorney-in-fact and agent full power and authority to
do and perform each and every act and anything necessary to be done, as fully to
all intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitute, or substitutes, may lawfully do or cause to be done by virtue
hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

/s/ Bryan McKigney June 22, 2004
------------------
Bryan McKigney President and Director (Principal
Executive Officer)
/s/ Alan E. Kaye June 22, 2004
----------------
Alan E. Kaye Treasurer (Principal Financial and
Accounting Officer)
/s/ Lawrence K. Becker June 22, 2004
----------------------
Lawrence K. Becker Director

/s/ Leslie H. Gelb June 22, 2004
------------------
Leslie H. Gelb Director

/s/ J. Marc Hardy June 22, 2004
-----------------
J. Marc Hardy Director

/s/ Stephane R.F. Henry June 22, 2004
----------------------
Stephane R.F. Henry Director

/s/ Luis F. Rubio June 22, 2004
-----------------
Luis F. Rubio Director

/s/ Jeswald W. Salacuse June 22, 2004
-----------------------
Jeswald W. Salacuse Director

C-6