<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
The Austria Fund, Inc.
- ----------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- ----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X / No fee required
/ / Fee computed on table below per Exchange Act Rule 14a-
6(i)(1) and 0-11.
(1) Title of each class of securities to which
transaction applies:
- ----------------------------------------------------------------
(2) Aggregate number of securities to which transaction
applies:
- ----------------------------------------------------------------
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11
(Set forth the amount on which the filing fee is
calculated and state how it was determined):
- ----------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- ----------------------------------------------------------------
(5) Total fee paid:
- ----------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously.
<PAGE>
Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its
filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
<PAGE>
Alliance Capital [LOGO] THE AUSTRIA FUND, INC.
- -------------------------------------------------------------------------------
1345 Avenue of the Americas, New York, New York 10105
Toll Free (800) 221-5672
- -------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
DECEMBER 17, 1996
To the Stockholders of The Austria Fund, Inc.:
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of The Austria Fund, Inc. (the "Fund") will be held at the offices
of the Fund, 1345 Avenue of the Americas, 33rd Floor, New York, New York
10105, on Tuesday, December 17, 1996 at 11:00 a.m., for the following
purposes, all of which are more fully described in the accompanying Proxy
Statement dated November 8, 1996:
1. To elect three Directors of the Fund, each to hold office for a term of
three years and until his or her successor is duly elected and qualified;
2. To ratify the selection of Price Waterhouse LLP as independent
accountants of the Fund for its fiscal year ending August 31, 1997; and
3. To transact such other business as may properly come before the Meeting.
The Board of Directors has fixed the close of business on October 31, 1996
as the record date for the determination of stockholders entitled to notice
of, and to vote at, the Meeting or any adjournment thereof. The enclosed proxy
is being solicited on behalf of the Board of Directors.
By Order of the Board of Directors,
Edmund P. Bergan, Jr.
Secretary
New York, New York
November 8, 1996
- -------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, SIGN
AND DATE IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF
MAILED IN THE UNITED STATES. IN ORDER TO SAVE THE FUND ANY ADDITIONAL EXPENSE
OF FURTHER SOLICITATION, PLEASE MAIL YOUR PROXY PROMPTLY.
- -------------------------------------------------------------------------------
(R) This registered service mark used under license from the owner, Alliance
Capital Management L.P.
<PAGE>
PROXY STATEMENT
THE AUSTRIA FUND, INC.
1345 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10105
----------------
ANNUAL MEETING OF STOCKHOLDERS
DECEMBER 17, 1996
----------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of The Austria Fund, Inc., a
Maryland corporation (the "Fund"), to be voted at the Annual Meeting of
Stockholders of the Fund (the "Meeting"), to be held at the offices of the
Fund, 1345 Avenue of the Americas, 33rd Floor, New York, New York 10105, on
Tuesday, December 17, 1996 at 11:00 a.m. The solicitation will be by mail and
the cost will be borne by the Fund. The Notice of Meeting, Proxy Statement and
Proxy Card are being mailed to stockholders on or about November 8, 1996.
The Board of Directors has fixed the close of business on October 31, 1996
as the record date for the determination of stockholders entitled to notice
of, and to vote at, the Meeting and at any adjournment thereof. The
outstanding voting shares of the Fund as of October 31, 1996 consisted of
11,703,031 shares of common stock, each share being entitled to one vote. All
properly executed proxies received prior to the Meeting will be voted at the
Meeting in accordance with the instructions marked thereon or otherwise
provided therein. Accordingly, unless instructions to the contrary are marked,
proxies will be voted for the election of three Directors and for the
ratification of the selection of Price Waterhouse LLP as the Fund's
independent accountants for its fiscal year ending August 31, 1997. Any
stockholder may revoke that stockholder's proxy at any time prior to exercise
thereof by giving written notice to the Secretary of the Fund at 1345 Avenue
of the Americas, New York, New York 10105, by signing another proxy of a later
date or by personally voting at the Meeting.
A quorum for the Meeting will consist of a majority of the shares
outstanding and entitled to vote. In the event that a quorum is not
represented at the Meeting or, even if a quorum is so represented, in the
event that sufficient votes in favor of any proposal set forth in the Notice
of Meeting are not received by December 17, 1996, the persons named as proxies
may propose and vote for one or more adjournments of the Meeting with no other
notice than announcement at the Meeting, and further solicitation of proxies
with respect to such proposal may be made. Shares represented by proxies
indicating a vote against any proposal will be voted against adjournment.
<PAGE>
PROPOSAL ONE
ELECTION OF DIRECTORS
At the Meeting, three Directors will be elected to serve for terms of three
years, and until their successors are elected and qualified. The affirmative
vote of a plurality of the votes cast at the Meeting is required to elect a
Director. It is the intention of the persons named in the enclosed proxy to
nominate and vote in favor of the election of the persons in Class Three as
described below.
Pursuant to the Articles of Incorporation and By-laws of the Fund, the Board
of Directors has been divided into three classes. The terms of office of the
members of Class Three will expire as of the Meeting, the terms of office of
the members of Class One will expire as of the annual meeting of stockholders
to be held in 1997 and the terms of office of the members of Class Two will
expire as of the annual meeting of stockholders to be held in 1998. Upon
expiration of the terms of office of the members of a class as set forth
above, those persons then elected as Directors in that class will serve until
the third annual meeting of stockholders following their election. Mr. John D.
Carifa, Dr. Hans Haumer and Ms. Reba W. Williams are currently members of
Class Three; Messrs. William H.M. de Gelsey, Peter Nowak and Dipl. Ing.
Hellmut Longin are currently members of Class One; and Mr. Dave H. Williams,
Mag. Reinhard Ortner, Dipl. Ing. Peter Mitterbauer, Dr. Walter Wolfsberger,
and Dr. Maria Schaumayer are currently members of Class Two.
As a result of this system, only those Directors in a single class may be
changed in any one year, and it would require two years to change a majority
of the Board of Directors (although, under Maryland law, procedures are
available for the removal of Directors even if they are not then standing for
re-election and, under Securities and Exchange Commission regulations,
procedures are available for including appropriate stockholder proposals in
management's annual proxy statement). This system of electing Directors, which
may be regarded as an anti-takeover provision, may make it more difficult for
the Fund's stockholders to change the majority of Directors and, thus, have
the effect of maintaining the continuity of management.
At the Meeting, each of the Directors in Class Three, all of whom were
previously elected by stockholders, are standing for re-election. Each nominee
has consented to serve as a Director. The Board of Directors knows of no
reason why any of these nominees would be unable to serve, but in the event of
such inability, the proxies received will be voted for such substitute
nominees as the Board of Directors may recommend.
Certain of the Fund's Directors and officers are residents of Austria or the
United Kingdom and substantially all of the assets of such persons may be
located outside of the United States. As a result, it may be difficult for
United States investors to effect service upon such Directors or officers
within the United States, or to realize judgments of courts of the United
States predicated upon civil liabilities of such Directors or officers under
the federal securities laws of the United States. The Fund has been advised
that there is substantial doubt as to the enforceability in Austria or in the
United Kingdom of the civil remedies and criminal penalties afforded by the
federal securities laws of the United States. Also it is unclear if
extradition treaties now in effect between the United States and Austria and
the United Kingdom would subject Directors and officers residing in these
countries to effective enforcement of the criminal penalties of the federal
securities laws.
2
<PAGE>
Certain information concerning the Fund's Directors and nominees for election
as Directors is set forth below.
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME, AGE, POSITIONS AND OFFICES BENEFICIALLY
WITH THE FUND, PRINCIPAL YEAR FIRST YEAR TERM OWNED DIRECTLY OR
OCCUPATIONS DURING THE PAST FIVE YEARS BECAME A AS DIRECTOR INDIRECTLY AS OF
AND OTHER DIRECTORSHIPS DIRECTOR WILL EXPIRE OCTOBER 31, 1996
-------------------------------------- ---------- ------------- -----------------
<C> <S> <C> <C> <C>
* Dave H. Williams, Chairman,
64. Chairman of the Board of
Alliance Capital Management
Corporation ("ACMC")** since
prior to 1991 and Director of
The Equitable Companies
Incorporated................. 1989 1998 18,000
(Class Two)
* John D. Carifa, Director, 51.
President, Chief Operating
Officer and a Director of
ACMC......................... 1991 1999+ 1,118
(Class Three)
***++ William H.M. de Gelsey,
Director, 74. Senior Advisor
to the Managing Board of
Creditanstalt-Bankverein,
Vienna since 1988; prior
thereto, Deputy Chairman of
Orion Royal Bank, London,
England...................... 1991 1997 -0-
(Class One)
</TABLE>
- --------
* "Interested person," as defined in the Investment Company Act of 1940, as
amended (the "Act"), of the Fund because of affiliation with Alliance
Capital Management L.P. ("Alliance").
** For purposes of this Proxy Statement, ACMC refers to Alliance Capital
Management Corporation, the sole general partner of Alliance, and to the
predecessor general partner of the same name.
*** Member of the Audit Committee.
+ If re-elected at the Meeting.
++ Member of the Nominating Committee.
3
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME, AGE, POSITIONS AND OFFICES BENEFICIALLY
WITH THE FUND, PRINCIPAL YEAR FIRST YEAR TERM OWNED DIRECTLY OR
OCCUPATIONS DURING THE PAST FIVE YEARS BECAME A AS DIRECTOR INDIRECTLY AS OF
AND OTHER DIRECTORSHIPS DIRECTOR WILL EXPIRE OCTOBER 31, 1996
-------------------------------------- ---------- ------------ -----------------
<C> <S> <C> <C> <C>
***++ Dr. Hans Haumer, Director,
56. Chairman of the
Managing Board of Bank
Liechtenstein
and Director BIL GT Group;
former
Chairman of the Managing
Board of GiroCredit Bank
Aktiengesellschaft der
Sparkassen; formerly
Chairman of Die Erste
Osterreichische SparCasse-
Bank...................... 1989 1999+ -0-
(Class Three)
*++*** Dipl. Ing. Hellmut Longin,
Director, 62. Chairman of
the Management Board and
Chief Executive Officer of
Radex-Heraklith
Industriebeteiligungs
A.G.; Chairman of the
Supervisory Board of all
subsidiaries of Radex-
Heraklith (mining
industries); Member of the
Supervisory Board of
Interunfall Versicherungs
A.G. (insurance); Member
of the Supervisory Boards
of Maculan Holding A.G.
(building industry),
Zumtobel A.G. and Zumtobel
Holding A.G.; Member of
Supervisory Board of BA-GC
Investment Bank Austria
AG; Member of Supervisory
Board of Umdasch AG
(supplier
to building industry)..... 1989 1997 -0-
(Class One)
</TABLE>
- --------
* "Interested person," as defined in the Act, of the Fund because of
affiliation with BAI Fondsberatung Ges. m.b.H. ("BAI Fund Adviser").
*** Member of the Audit Committee.
+ If re-elected at the Meeting.
++ Member of the Nominating Committee.
4
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME, AGE, POSITIONS AND OFFICES BENEFICIALLY
WITH THE FUND, PRINCIPAL YEAR FIRST YEAR TERM OWNED DIRECTLY OR
OCCUPATIONS DURING THE PAST FIVE YEARS BECAME A AS DIRECTOR INDIRECTLY AS OF
AND OTHER DIRECTORSHIPS DIRECTOR WILL EXPIRE OCTOBER 31, 1996
-------------------------------------- ---------- ----------- -----------------
<C> <S> <C> <C> <C>
***++ Dipl. Ing. Peter Mitterbauer,
Director, 53. Chairman of the
Executive Board of Miba A.G.
(diversified engineering
company); Chairman of the
Supervisory Boards of Miba
Gleitlager A.G., Miba
Sintermetall A.G., Miba
Frictec Ges. m.b.H. and
Alcatel Austria A.G.;
President of the Upper
Austrian Chamber of Industry
and Commerce; and Member of
the Supervisory Boards of
Strabag Osterreich A.G.,
Creditanstalt-Bankverein,
Gmundener Zementwerke A.G.,
Teufelberger Holding A.G.,
Bank fur Oberosterreich and
Salzburg and SCA Laakitchen
AG. ......................... 1989 1998 -0-
(Class Two)
* Peter Nowak, Director, 51.
Chairman of BA-GC Investment
Bank Austria AG; Member of
the Supervisory Boards of
Heraklith Baustoffe A.G.,
Darbo Beteiligungs-A.G., Rath
Beteilgungs A.G. and
Sparinvest Kapitalanlage
Aktiengesellschaft........... 1990 1997 -0-
(Class One)
*++*** Mag. Reinhard Ortner,
Director, 47. Member of
Management Board of First
Austrian Bank; Member of
Supervisory Boards of
GiroCredit Bank AG der
Sparkassen, Sparkassenverlag
Ges. m.b.H. (trading), SPV-
Druck Gesellschaft m.b.H.
(printing) and Generali
Allgemeine Lebensversicherung
AG; Director of First
Austrian International....... 1992 1998 1,500
(Class Two)
</TABLE>
- --------
* "Interested person," as defined in the Act, of the Fund because of
affiliation with BAI Fund Adviser.
*** Member of the Audit Committee.
++ Member of the Nominating Committee.
5
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME, AGE, POSITIONS AND OFFICES BENEFICIALLY
WITH THE FUND, PRINCIPAL YEAR FIRST YEAR TERM OWNED DIRECTLY OR
OCCUPATIONS DURING THE PAST FIVE YEARS BECAME A AS DIRECTOR INDIRECTLY AS OF
AND OTHER DIRECTORSHIPS DIRECTOR WILL EXPIRE OCTOBER 31, 1996
-------------------------------------- ---------- ------------ -----------------
<C> <S> <C> <C> <C>
***++ Dr. Maria Schaumayer,
Director, 64. Former Governor
of the Austrian National
Bank. She was formerly Deputy
Chairman of the Supervisory
Board of Constantia
Privatbank A.G., Vienna...... 1995+++ 1998 -0-
(Class Two)
* Reba W. Williams, Director,
60. Director of ACMC;
Director of Special Projects,
ACMC; art historian and
writer. She was formerly a
financial writer and
consultant, Vice President
and security analyst,
Mitchell Hutchins, Inc. and
an analyst for McKinsey &
Company, Inc. ............... 1991 1999+ 18,000
(Class Three)
***++ Dr. Walter Wolfsberger,
Director, 66. Vice Chairman
of the Supervisory Boards,
Siemens A.G. Austria and
Zurich Kosmos Versicherungs
AG (electronics)............. 1991 1998 -0-
(Class Two)
</TABLE>
- --------
*"Interested person," as defined in the Act, of the Fund because of
affiliation with Alliance.
***Member of the Audit Committee.
+If re-elected at the Meeting.
++Member of the Nominating Committee.
+++Dr. Schaumayer previously served as a Director of the Fund from 1989-1990.
6
<PAGE>
During the fiscal year ended August 31, 1996, the Board of Directors met
four times, the Audit Committee met twice for the purposes described below in
Proposal Two, and the Nominating Committee met once. John D. Carifa attended
fewer than 75% of the meetings of the Fund's Board of Directors. The
Nominating Committee was constituted for the purpose of selecting and
nominating persons to fill any vacancies on the Board of Directors. The
Nominating Committee of the Fund does not currently consider candidates
proposed by stockholders for election as Directors.
The aggregate compensation paid by the Fund to each of the Directors during
its fiscal year ended August 31, 1996, the aggregate compensation paid to each
of the Directors during the calendar year 1995 by all of the funds to which
Alliance provides investment advisory services (collectively, the "Alliance
Fund Complex") and the total number of funds in the Alliance Fund Complex with
respect to which each of the Directors serves as a director or trustee, are
set forth below. Neither the Fund nor any other fund in the Alliance Fund
Complex provides compensation in the form of pension or retirement benefits to
any of its directors or trustees.
<TABLE>
<CAPTION>
TOTAL
TOTAL NUMBER OF
COMPENSATION FUNDS IN THE
AGGREGATE FROM THE ALLIANCE FUND
COMPENSATION ALLIANCE FUND COMPLEX,
FROM THE FUND COMPLEX, INCLUDING THE
DURING THE INCLUDING FUND, AS TO
FISCAL YEAR THE FUND, WHICH THE
ENDED DURING THE DIRECTOR IS
AUGUST 31, 1995 CALENDAR A DIRECTOR
NAME OF DIRECTOR 1996 YEAR OR TRUSTEE
---------------- ------------- ------------- -------------
<S> <C> <C> <C>
Dave H. Williams...................... $ 0 $ 0 6
John D. Carifa........................ $ 0 $ 0 50
William H.M. de Gelsey................ $10,000 $10,500 1
Dr. Hans Haumer....................... $ 9,500 $ 5,000 1
Dipl. Ing. Hellmut Longin............. $10,000 $10,500 1
Dipl. Ing. Peter Mitterbauer.......... $10,000 $11,000 1
Peter Nowak........................... $ 0 $ 0 1
Mag. Reinhard Ortner.................. $10,000 $10,500 1
Dr. Maria Schaumayer.................. $ 8,000 $ 3,000 1
Reba W. Williams...................... $ 0 $ 0 3
Dr. Walter Wolfsberger................ $10,000 $10,500 1
</TABLE>
Alliance has instituted a policy applicable to all funds in the Alliance
Fund Complex contemplating, in the case of the Fund, that the Directors of the
Fund will each invest at least $10,000 in shares of the Fund before the end of
1997.
As of October 31, 1996, the Directors and officers of the Fund as a group
owned less than 1% of the shares of the Fund. Since September 1, 1995, none of
the Fund's Directors engaged in a purchase or sale of the securities of
Alliance, BAI Fund Adviser or any of their respective parents or subsidiaries,
in an amount exceeding 1% of the relevant class of outstanding securities.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
ELECTION OF THE FOREGOING NOMINEES TO SERVE AS DIRECTORS OF THE FUND.
7
<PAGE>
PROPOSAL TWO
RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors recommends that the stockholders of the Fund ratify
the selection of Price Waterhouse LLP, independent accountants, to audit the
accounts of the Fund for the fiscal year ending August 31, 1997. Their
selection was approved by the vote, cast in person, of a majority of the Board
of Directors, including a majority of the Directors who are not interested
persons of the Fund as defined in the Act, at a meeting held on October 4,
1996. The affirmative vote of a majority of the votes cast at the Meeting is
required to ratify such selection. Price Waterhouse LLP has audited the
accounts of the Fund since the Fund's commencement of operations and does not
have any direct financial interest or any material indirect financial interest
in the Fund. A representative of Price Waterhouse LLP is expected to attend
the Meeting and to have the opportunity to make a statement and to respond to
appropriate questions from the stockholders.
The Audit Committee of the Board of Directors generally meets twice during
each fiscal year with representatives of Price Waterhouse LLP to discuss the
scope of the independent accountants' engagement and review the financial
statements of the Fund and the results of their examination thereof.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
RATIFICATION OF THE SELECTION OF PRICE WATERHOUSE LLP AS INDEPENDENT
ACCOUNTANTS OF THE FUND.
8
<PAGE>
INFORMATION AS TO THE FUND'S PRINCIPAL OFFICERS, INVESTMENT ADVISER AND
ADMINISTRATOR, AND THE FUND'S SUB-ADVISER
The principal officers of the Fund and their principal occupations during
the past five years are set forth below.
Dave H. Williams, Chairman (see page 3 for biographical information).
Norman S. Bergel, Vice President, 46, a Vice President of ACMC since prior
to 1991; Director and a Vice President of Alliance Capital Limited ("ACL").
Mark H. Breedon, Vice President, 43, a Vice President of ACMC since prior to
1991; Director and a Vice President of ACL.
Nicholas Crossland, Vice President, 25, an Assistant Vice President of ACL,
with which he has been associated since 1991.
Mark D. Gersten, Treasurer and Chief Financial Officer, 46, a Senior Vice
President of Alliance Fund Services, Inc. ("AFS") since prior to 1991.
Edmund P. Bergan, Jr., Secretary, 46, a Senior Vice President and the
General Counsel of Alliance Fund Distributors, Inc. and AFS and a Vice
President and an Assistant General Counsel of ACMC since prior to 1991.
The address of Messrs. Williams and Bergan is c/o Alliance Capital
Management L.P., 1345 Avenue of the Americas, New York, New York 10105. The
address of Mr. Bergel is c/o Alliance Capital Management International, 55
Stratton Street, London, W1X 6JJ. The address of Messrs. Breedon and Crossland
is c/o Alliance Capital Limited, 55 Stratton Street, London, W1X 6JJ. The
address of Mr. Gersten is c/o Alliance Fund Distributors, Inc., 500 Plaza
Drive, Secaucus, New Jersey 07094.
The investment adviser and administrator for the Fund is Alliance Capital
Management L.P., with principal offices at 1345 Avenue of the Americas, New
York, New York 10105. BAI Fondsberatung Ges. m.b.H., with principal offices at
Burgring 3, A1010, Vienna, Austria, serves as the Fund's sub-adviser.
Section 30(f) of the Act and the rules under Section 16 of the Securities
Exchange Act of 1934 require that the Directors and officers of the Fund and
the Directors of ACMC, among others, file with the Securities and Exchange
Commission and the New York Stock Exchange initial reports of ownership of
shares and reports of changes in ownership of shares of the Fund. For the
fiscal year ended August 31, 1996, there were no delinquent reports filed with
respect to the Fund.
9
<PAGE>
SUBMISSION OF PROPOSALS FOR THE NEXT ANNUAL MEETING OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the next annual meeting
of stockholders of the Fund must be received by the Fund by July 11, 1997 for
inclusion in the Fund's proxy statement and form of proxy relating to that
meeting. The submission by a stockholder of a proposal for inclusion in the
proxy statement does not guarantee that it will be included. Stockholder
proposals are subject to certain regulations under federal securities laws.
OTHER MATTERS
Management of the Fund does not know of any matters to be presented at the
Meeting other than those mentioned in this Proxy Statement. If any other
matters properly come before the Meeting, the shares represented by proxies
will be voted with respect thereto in accordance with the best judgment of the
person or persons voting the proxies.
REPORTS TO STOCKHOLDERS
The Fund will furnish each person to whom the proxy statement is delivered
with a copy of the Fund's latest annual report to stockholders upon request and
without charge. To request a copy, please call Alliance Fund Services at (800)
227-4618 or contact Christina Santiago at Alliance Capital Management L.P.,
1345 Avenue of the Americas, New York, New York 10105.
By Order of the Board of Directors,
Edmund P. Bergan, Jr.
Secretary
November 8, 1996
New York, New York
10
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS PAGE
- -------------------------------------------------------------------------------
<S> <C>
Introduction.............................................................. 1
Proposal One: Election of Directors....................................... 2
Proposal Two: Ratification of Selection of Independent Accountants........ 8
Information as to the Fund's Principal Officers, Investment Adviser and
Administrator, and Sub-Adviser........................................... 9
Submission of Proposals for the Next Annual Meeting of Stockholders....... 10
Other Matters............................................................. 10
Reports to Stockholders................................................... 10
</TABLE>
THE AUSTRIA FUND, INC.
- -------------------------------------------------------------------------------
Alliance Capital [LOGO]
Alliance Capital Management L.P.
- -------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT DECEMBER 17, 1996
<PAGE>
APPENDIX
PROXY PROXY
THE AUSTRIA FUND, INC.
INSTRUCTIONS TO THE STOCKHOLDERS OF THE AUSTRIA FUND, INC. (the
"Corporation") IN CONNECTION WITH THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON DECEMBER 17, 1996.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE CORPORATION.
The undersigned hereby instructs Christina Santiago and Carol H.
Rappa to vote all shares of the Common Stock of the Corporation
registered in the name of the undersigned at the Annual Meeting
of Stockholders of the Corporation to be held at 11:00 a.m.,
Eastern Standard Time, on December 17, 1996 at the offices of the
Corporation, 1345 Avenue of the Americas, in the Audio-Visual
Conference Room, 33rd Floor, New York, New York, 10105, and at
all adjournments thereof. The undersigned hereby acknowledges
receipt of the Notice of Meeting and accompanying Proxy Statement
and hereby instructs said proxies to vote said shares as
indicated hereon.
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR ELECTION OF THE NOMINEES AS DIRECTORS AND FOR
ANY PROPOSAL FOR WHICH NO CHOICE IS INDICATED.
PLEASE REFER TO THE PROXY STATEMENT FOR
A DISCUSSION OF EACH OF THE PROPOSALS.
PLEASE VOTE, DATE AND SIGN ON OTHER SIDE
AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
Please sign this proxy exactly as your name appears on the books
of the Corporation. Joint owners should each sign personally.
Trustees and other fiduciaries should indicate the capacity in
which they sign, and where more than one name appears, a majority
must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
___________________________ ______________________________
___________________________ ______________________________
<PAGE>
/X/ PLEASE MARK VOTES AS IN THIS EXAMPLE
1. Election of Directors. For All
For Withhold Except
/ / / / / /
Class Three Directors (term expires in 1999)
JOHN D. CARIFA, DR. HANS HAUMER and
REBA W. WILLIAMS
IF YOU DO NOT WISH YOUR SHARES VOTED "FOR" ANY PARTICULAR
NOMINEE, MARK THE "FOR ALL EXCEPT" BOX AND STRIKE A LINE
THROUGH THAT NOMINEE'S NAME. YOUR SHARES SHALL BE VOTED FOR
THE REMAINING NOMINEES.
2. RATIFICATION OF THE
SELECTION OF PRICE For Against Abstain
WATERHOUSE LLP as the / / / / / /
independent accountants
for the Corporation
for the fiscal year
ending August 31, 1997.
3. In their discretion, as For Against Abstain
such other matters / / / / / /
as may properly come
before the Annual Meeting
or any adjournments thereof.
Please be sure to sign and date this Proxy. Date
Shareholder sign here Co-owner sign here
Mark box at right if comments or address change / /
have been noted on the reverse side of the card.
RECORD DATE SHARES:
00250000.AW3
