<PAGE>
<PAGE>
THE AUSTRIA FUND, INC.
[Alliance Logo]
- -------------------------------------------------------------------------------
1345 Avenue of the Americas, New York, New York 10105
Toll Free (800) 221-5672
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
December 15, 1999
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., a Maryland corporation (the "Fund"),
will be held at the offices of the Fund, 1345 Avenue of the Americas, 33rd
Floor, New York, New York 10105, on Wednesday, December 15, 1999 at 11:00
a.m., for the following purposes, all of which are more fully described in the
accompanying Proxy Statement dated November 16, 1999.
1. To elect seven Directors of the Fund, each to hold office for a term of
one, two or three years, as the case may be, and until his or her successor is
duly elected and qualifies;
2. To ratify the selection of PricewaterhouseCoopers LLP as independent
accountants for the Fund for its fiscal year ending August 31, 2000; 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 1, 1999 as
the record date for the determination of stockholders entitled to notice of,
and to vote at, the Meeting or any postponement or 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 16, 1999
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YOUR VOTE IS IMPORTANT
Please indicate your voting directions 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. Your vote is very important no matter how many
shares you own. Please mark and mail your proxy promptly in order to save the
Fund any additional cost of further proxy solicitation and in order for the
Meeting to be held as scheduled.
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(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 15, 1999
----------------
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
Wednesday, December 15, 1999 at 11:00 a.m. The Notice of Meeting, this Proxy
Statement and the accompanying Proxy Card are being mailed to stockholders on
or about November 16, 1999.
The Board of Directors has fixed the close of business on October 1, l999 as
the record date for the determination of stockholders entitled to notice of,
and to vote at, the Meeting and at any postponement or adjournment thereof
(the "Record Date"). The outstanding voting shares of the Fund as of the
Record Date consisted of 7,947,357 shares of common stock, each share being
entitled to one vote. All properly executed and timely received proxies 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 solicited on behalf of the Board of Directors will be
voted for the election of seven Directors (Proposal One) and for the
ratification of the selection of PricewaterhouseCoopers LLP as the Fund's
independent accountants for its fiscal year ending August 31, 2000 (Proposal
Two). Any stockholder may revoke that stockholder's proxy at any time prior to
the 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.
Properly executed proxies may be returned with instructions to abstain from
voting or withhold authority to vote (an "abstention") or represent a broker
"non-vote" (which is a proxy from a broker or nominee indicating that the
broker or nominee has not received instructions from the beneficial owner or
other person entitled to vote shares on a particular matter with respect to
which the broker or nominee does not have discretionary power to vote). The
shares represented by such a proxy, with respect to Proposals One and Two,
which are matters to be determined by a plurality or specified majority of the
votes cast on such matters, will be considered present for purposes of
determining the existence of a quorum for the transaction of business. Those
shares, not being cast, will not affect the outcome of such matters. If any
proposal, other than Proposals One or Two, properly comes before the Meeting,
shares represented by proxies will be voted on all such proposals in the
discretion of the person or persons voting the proxies.
1
<PAGE>
A quorum for the Meeting will consist of the presence in person or by proxy
of the holders of a majority of the shares entitled to vote at the Meeting.
Whether or not a quorum is present at the Meeting, if sufficient votes in
favor of the position recommended by the Board of Directors on any proposal
described in the Proxy Statement are not timely received, the persons named as
proxies may, but are under no obligation to, with no other notice than
announcement at the Meeting, propose and vote for one or more adjournments of
the Meeting for up to 120 days after the Record Date to permit further
solicitation of proxies. The Meeting may be adjourned with respect to fewer
than all the proposals in the Proxy Statement, and a stockholder vote may be
taken on less than all of the proposals prior to adjournment if sufficient
votes have been received for approval thereof. Shares represented by proxies
indicating a vote contrary to the position recommended by a majority of the
Board of Directors on a proposal will be voted against adjournment as to that
proposal.
The solicitation of proxies on behalf of the Board will be by mail, and the
cost will be borne by the Fund. The Fund has engaged Shareholder
Communications Corporation, 17 State Street, New York, New York 10004, to
assist the Fund in soliciting proxies for the Meeting. Shareholder
Communications Corporation will receive a fee of $3,500 for its solicitation
services plus reimbursement of out-of-pocket expenses.
PROPOSAL ONE
ELECTION OF DIRECTORS
At the Meeting, five Directors will be elected to serve for terms of three
years, one Director will be elected to serve a term of two years and one
Director will be elected to serve a term of one year and, in each case, until
their successors are elected and qualify. 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 election of the persons listed below.
Pursuant to the charter and Bylaws of the Fund, the Board of Directors has
been divided into three classes. The terms of the members of Class Three will
expire as of the Meeting, the terms of the members of Class One will expire as
of the annual meeting of stockholders for the year 2000, and the terms of the
members of Class Two will expire as of the annual meeting of stockholders for
the year 2001. Upon expiration of the terms of the members of a class as set
forth above, the term of their successors in that class will continue until
the third annual meeting of stockholders following their election and until
their successors are duly elected and qualify. Messrs. Dave H. Williams,
William H.M. de Gelsey and Peter Nowak, Dipl. Ing. Dr. Hellmut Longin and Mag.
Reinhard Ortner are currently the members constituting Class One; Messrs. Gary
A. Bentz, Ralph W. Bradshaw, William A. Clark, Ronald G. Olin and Dipl. Ing.
Peter Mitterbauer are currently the members constituting Class Two; and
Messrs. John D. Carifa, Thomas G. Lachs and Andras Simor, and Drs. Reba W.
Williams and Stefan K. Zapatocky, are currently the members constituting Class
Three.
Under this classified Board structure, only those Directors in a single
class may be replaced in any one year. It would require two years to replace a
majority of the Board of Directors, although Maryland law provides that
stockholders may remove Directors under certain circumstances, even if they
are not then standing for reelection and, under regulations of the Securities
and Exchange Commission (the "Commission"), appropriate stockholder proposals
may be included in the Fund's annual proxy statement. This classified Board
structure, 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, has the effect of maintaining the continuity of management.
2
<PAGE>
The Board of Directors has nominated Mr. Dave H. Williams for election as a
Director in Class One, Dipl. Ing. Peter Mitterbauer for election as a Director
in Class Two, and Messrs. John D. Carifa, Thomas G. Lachs and Andras Simor,
and Drs. Reba W. Williams and Stefan K. Zapatocky, each for election as a
Director in Class Three. 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 any nominee is unable to serve or for good
cause will not serve, the proxies received indicating a vote in favor of such
nominee will be voted for a substitute nominee as the Board of Directors may
recommend.
Earlier this year, the Board of Directors amended the Fund's Bylaws to
require, among other requirements, that to be eligible thereafter for
nomination or election as a Director, an individual must have, or have
previously had, either (i) a substantial Austrian connection of a type
specified, or (ii) be, or previously have been, connected in a specified
manner with the investment adviser or subadviser (or any of their affiliates).
The Nominating Committee of the Board of Directors, all of the members of
which are not "interested persons" of the Fund under the Investment Company
Act of 1940, as amended (the "Act"), determines whether an individual is so
qualified and has determined that each of the seven nominees named below
satisfies the Bylaw requirements. These Bylaw requirements and other actions
taken by certain of the Directors, including certain of these nominees, are
the subject of the following lawsuit.
On October 1, 1999, a complaint in a purported class action on behalf of
stockholders of the Fund, entitled Steiner v. Williams et al., 99 Civ. 10186
(JSM), was filed in the U.S. District Court for the Southern District of New
York by an individual claiming to be a Fund stockholder against the Fund and
certain of its Directors alleging that the defendants have breached fiduciary
duties to stockholders under the Act and Maryland law by, among other things,
(a) adopting certain amendments to the Fund's Bylaws, including provisions (i)
increasing the percentage of the Fund's outstanding shares which stockholders
must own to convene a special meeting of stockholders, (ii) requiring nominees
for election as Directors to possess substantial contacts with Austria in
order to qualify as an independent Director of the Fund, and (iii) vesting
exclusive authority to amend the Bylaws with the Fund's Directors, (b)
expanding the size of the Board to allow appointment to the vacancies of
individuals who were defeated for reelection as Directors at the prior annual
meeting of stockholders, and (c) failing to take action to open-end the Fund.
The principal relief sought by the plaintiff is that the Bylaw amendments
complained of be declared null and void, that the defendants be ordered to
take all appropriate steps to eliminate the Fund's market value discount and
obstacles to stockholder exercise of voting rights, and that plaintiff be
awarded his costs and attorneys' fees. The defendants believe that the
allegations in the complaint are entirely without merit.
Although the Fund is a Maryland corporation, certain of the Fund's Directors
and officers are residents of Austria, Hungary 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, Hungary or 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 any of Austria, Hungary or the United
Kingdom would subject Directors and officers residing in these countries to
effective enforcement of the criminal penalties of the federal securities
laws.
3
<PAGE>
Certain information concerning the Fund's Directors, including the nominees
for election as Directors, is set forth below. Messrs. Dave H. Williams and
John D. Carifa and Dr. Reba W. Williams are each a director or trustee of one
or more other investment companies sponsored by Alliance Capital Management
L.P., the Fund's investment adviser and administrator ("Alliance"). Mr.
Williams and Dr. Williams are husband and wife.
<TABLE>
<CAPTION>
Number of shares
of the Fund
beneficially owned
Name, age, positions and offices with the Year first Year term directly or
Fund, principal occupations during became a as a Director indirectly as of
the past five years and other Directorships Director will expire October 1, 1999
- ------------------------------------------- ---------- ------------- ------------------
<S> <C> <C> <C>
* Dave H. Williams, Chairman and 1989 2000+ 18,000
President, 67. Chairman of the (Class One)
Board, and until 1998
President, of Alliance Capital
Management Corporation
("ACMC"),** and Director of
The Equitable Companies
Incorporated and The Equitable
Life Assurance Society of the
United States.
Gary A. Bentz, Director, 43. 1999 2001 2,800
Chief Financial Officer, Vice (Class Two)
President and Treasurer of
Deep Discount Advisors, Inc.
("DDA"); Director of Clemente
Strategic Value Fund, Inc.
Ralph W. Bradshaw, Director, 1999 2001 354
48. Vice President and (Class Two)
Secretary of DDA; Director of
The Central European Value
Fund, Inc., Clemente Strategic
Value Fund, Inc. and The
Portugal Fund, Inc.
* John D. Carifa, Director, 54. 1991 2002+ 1,118
President, Chief Operating (Class Three)
Officer and Director of ACMC.
William A. Clark, Director, 1999 2001 300
54. Principal of Research for (Class Two)
DDA; Director of Clemente
Strategic Value Fund, Inc.
*** William H.M. de Gelsey, 1991 2000 1,005
Director, 77. Senior Advisor (Class One)
to the Managing Board of CA IB
Investmentbank AG since 1997;
Senior Advisor to the Managing
Board of Creditanstalt AG,
Vienna from 1988 to 1997;
prior thereto, Deputy Chairman
of Orion Royal Bank Ltd.,
London; and currently Director
of Okura Ltd., Grand Cayman,
Provence Europe, Paris, Gedeon
Richter Chemical Works Ltd.,
Budapest, Royal Tokaji
Boraszari Kft, Mad and CA
Management Company Ltd.
</TABLE>
- --------
* "Interested person", as defined in the Act, of the Fund because of an
affiliation with Alliance.
** ACMC is the sole general partner of Alliance.
*** "Interested person", as defined in the Act, of the Fund because of an
affiliation with the Fund's sub-adviser, BAI Fondsberatung Ges.m.b.H
("BAI").
+ If elected at the Meeting.
4
<PAGE>
<TABLE>
<CAPTION>
Number of shares
of the Fund
beneficially owned
Name, age, positions and offices with the Year first Year term directly or
Fund, principal occupations during became a as a Director indirectly as of
the past five years and other Directorships Director will expire October 1, 1999
- ------------------------------------------- ---------- ------------- ------------------
<S> <C> <C> <C>
++ Thomas G. Lachs, Director, 61. 1999 2002+ -0-
Independent consultant; (Class Three)
Executive Director of
Oesterreichische Nationalbank
from 1982 until 1997.
++ Dipl. Ing. Dr. Hellmut Longin, 1989 2000 1,000
Director, 65. Honorary Chairman (Class One)
of the Board of Radox-Heraklith
Industriebeteiligungs A.G.;
Chairman, Federation of Mining
and Steel Producing Industry of
Austria; Chairman of the Board
of Directors of Mining
University of Loeben; Vice-
Chairman of the Boards of
Umdasch AG, Zumtobel Holding AG
and Zumtobel AG; Vice President
of Federation of Austrian
Industry; and member of the
Boards of Federation of
Austrian Industry Eisenhutte
Osterreich, Auricon
Beteiligungs AG and Bank
Gutmann AG.
++ Dipl. Ing. Peter Mitterbauer, 1989 2001+ 1,080
Director, 57. Chairman of the (Class Two)
Executive Board of Miba A.G.;
Chairman of the Supervisory
Boards of Miba Gleitlager A.G.
and Miba Sintermetall A.G.; and
Member of the Supervisory
Boards of Strabag Osterreich
A.G., Teufelberger Holding
A.G., Bank fur Oberosterreich
and Salzburg, SCA Laakitchen AG
and EA-Generali AG.
++ Peter Nowak, Director, 54. 1990 2000 1,000
Managing Director of CDI- (Class One)
Beteiligungsberatung GmbH;
member of the Boards of Roth
Beteilingungs AG, Adolf Darbo
AG and The Romanian Investment
Fund; formerly Director of
Erste Bank AG, Investment Bank
Austria AG and GiroCredit Bank
AG.
Ronald G. Olin, Director, 54. 1999 2001 8,054
Chairman and Chief Executive (Class Two)
Officer of DDA; Chief Executive
Officer and General Partner of
Ron Olin Investment Management
Co.; Chairman of the Board of
Clemente Strategic Value Fund,
Inc.; Director of The Central
European Value Fund, Inc. and
The Portugal Fund, Inc.
</TABLE>
- --------
+ If elected at the Meeting.
++ Member of the Audit Committee and the Nominating Committee.
5
<PAGE>
<TABLE>
<CAPTION>
Number of shares
of the Fund
beneficially owned
Name, age, positions and offices with the Year first Year term directly or
Fund, principal occupations during became a as a Director indirectly as of
the past five years and other Directorships Director will expire October 1, 1999
- ------------------------------------------- ---------- ------------- ------------------
<S> <C> <C> <C>
++ Mag. Reinhard Ortner, 1992 2000 2,500
Director, 50. Member of the (Class One)
Management Board of Erste Bank
AG; Chairman of the Supervisory
Boards of Amanda
Industriebeteiligungen GesmbH,
Bjelovarska Banka and
Vereinigte Pensionskasse AG;
and member of the Supervisory
Boards of Generali Holding AG,
Leasfinanz AG, Oesterreichische
Kontrollbank AG and
Oesterreichische Lotterlen
GesmbH.
++ Andras Simor, Director, 45. 1998 2002+ -0-
Chairman of the Budapest Stock (Class Three )
Exchange; and Director of The
Romanian Investment Fund and
Central European Telecom
Investments; previously,
Chairman of the Managing Board
of CA-IB Investment Bank AG
(Vienna) during 1997 and 1998;
and prior thereto, Chief
Executive Officer of
Creditanstalt Securities Ltd.
(Budapest) since 1989.
* Dr. Reba W. Williams, 1991 2002+ 18,000
Director, 63. Director of ACMC; (Class Three)
Director of Special Projects of
ACMC; art historian and writer;
formerly Vice President and
security analyst for Mitchell
Hutchins, Inc. and an analyst
for McKinsey & Company, Inc.
*** Dr. Stefan K. Zapatocky, 1999 2002+ -0-
Director, 46. Senior General (Class Three)
Manager of Bank Austria
Aktiengesellschaft.
</TABLE>
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* "Interested person", as defined in the Act, of the Fund because of an
affiliation with Alliance.
*** "Interested person", as defined in the Act, of the Fund because of an
affiliation with BAI.
+ If elected at the Meeting.
++ Member of the Audit Committee and the Nominating Committee.
During the fiscal year ended August 31, 1999, the Board of Directors met
eight times, the Audit Committee met twice for the purposes described below in
Proposal Two, and the Nominating Committee met three times. Both the Audit
Committee and the Nominating Committee are standing committees of the Board.
John D. Carifa and Dr. Reba W. Williams attended fewer than 75% of the meetings
of the Fund's Board of Directors. The Nominating Committee was constituted for
the purpose
6
<PAGE>
of selecting and nominating persons to fill any vacancies on the Board of
Directors and is responsible for determining whether all candidates for
election as Directors satisfy the qualifications prescribed by the Fund's
Bylaws which all candidates must meet. The Nominating Committee does not
otherwise consider for nomination candidates recommended by stockholders.
The aggregate compensation paid by the Fund to each of the Directors during
its fiscal year ended August 31, 1999, the aggregate compensation paid to each
of the Directors during the calendar year 1998 by all of the investment
companies to which Alliance provides 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 Number
of Investment
Portfolios
Total Total Number of within the
Compensation Funds in the Alliance Fund
from the Alliance Fund Complex,
Aggregate Alliance Fund Complex, Including the
Compensation Complex, Including the Fund, as to
from the Fund Including the Fund, as to which which the
During the Fiscal Fund, During the the Director is a Director is a
Name of Director of Year Ended Fiscal Year Ended Director or Director or
the Fund August 31, 1999 August 31, 1999 Trustee Trustee
------------------- ----------------- ----------------- ----------------- -------------
<S> <C> <C> <C> <C>
Dave H. Williams........ $ 0 $ 0 6 15
Gary A. Bentz........... $ 5,250 $ 5,250 1 1
Ralph W. Bradshaw....... $ 5,250 $ 5,250 1 1
John D. Carifa.......... $ 0 $ 0 50 116
William A. Clark........ $ 5,250 $ 5,250 1 1
William H.M. de Gelsey.. $10,250 $10,250 1 1
Thomas G. Lachs......... $ 0 $ 0 1 1
Dipl. Ing. Dr. Hellmut
Longin................. $10,250 $10,250 1 1
Dipl. Ing. Peter
Mitterbauer............ $ 9,250 $ 9,250 1 1
Peter Nowak............. $10,750 $10,750 1 1
Ronald G. Olin.......... $ 5,250 $ 5,250 1 1
Mag. Reinhard Ortner.... $ 9,750 $ 9,750 1 1
Andras Simor............ $ 5,750 $ 5,750 1 1
Dr. Reba W. Williams.... $ 0 $ 0 3 3
Dr. Stefan K.
Zapatocky.............. $ 0 $ 0 1 1
</TABLE>
As of the Record Date, the Directors and officers of the Fund as a group
owned less than 1% of the shares of the Fund.
The Board of Directors recommends that the stockholders vote FOR the
election of each of the foregoing nominees to serve as a Director of the Fund.
7
<PAGE>
PROPOSAL TWO
RATIFICATION OF SELECTION
OF INDEPENDENT ACCOUNTANTS
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
August 5, 1999, selected PricewaterhouseCoopers LLP, independent accountants
("Pricewaterhouse"), to audit the accounts of the Fund for the fiscal year
ending August 31, 2000. Pricewaterhouse (or its predecessor) 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. The affirmative vote of a majority of the votes cast at the
Meeting is required to ratify such selection.
A representative of Pricewaterhouse is expected to attend the Meeting and
will have the opportunity to make a statement and 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 the
independent accountants to discuss the scope of the independent accountants'
engagement and review the financial statements of the Fund and the results of
their examination thereof.
Your Board of Directors recommends that the stockholders vote FOR the
ratification of the selection of PricewaterhouseCoopers 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. Each of the officers listed below
also serves as an officer of one or more of the other registered investment
companies sponsored by Alliance.
Dave H. Williams, Chairman (see page 4 for biographical information).
Norman S. Bergel, Vice President, 49, a Senior Vice President of ACMC since
prior to 1994; Director and a Senior Vice President of Alliance Capital
Limited ("ACL") since prior to 1994.
Mark H. Breedon, Vice President, 46, a Vice President of ACMC since prior to
1994; Director and a Senior Vice President of ACL since prior to 1994.
Russell Brody, Vice President, 33, a Vice President and Head Trader of the
London Desk of ACL, with which he has been associated since July 1997; prior
thereto, he was Head of European Equity Dealing with Lombard Odier Cie, London
office, since prior to 1994.
Mark D. Gersten, Treasurer and Chief Financial Officer, 49, a Senior Vice
President of Alliance Fund Services, Inc. ("AFS"), with which he has been
associated since prior to 1994.
Edmund P. Bergan, Jr., Secretary, 49, a Senior Vice President and the
General Counsel of Alliance Fund Distributors, Inc. and AFS, with which he has
been associated since prior to 1994.
Vincent S. Noto, Controller, 34, an Assistant Vice President of AFS, with
which he has been associated prior to 1994.
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 Messrs. Bergel, Breedon and Brody is c/o Alliance Capital
Management International, 53 Stratton Street, London, W1X 6JJ. The address of
Messrs. Gersten and Noto 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, which on October 29, 1999 succeeded in a structural
reorganization to the business of the Fund's then adviser and administrator of
the same name. The Fund's sub-adviser is BAI Fondsberatung Ges.m.b.H., with
principal offices at Burgring 3, A1010, Vienna, Austria.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 30(h) 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 Commission and the New York
Stock Exchange initial reports of ownership and reports of changes in
ownership of shares of the Fund. For the fiscal year ended August 31, 1999,
all such reports were timely filed.
9
<PAGE>
OTHER MATTERS
Management of the Fund does not know of any matters properly to be presented
at the Meeting other than those mentioned in this Proxy Statement. Therefore,
the only other matters that may properly come before the Meeting in accordance
with the Bylaws are those presented by or at the direction of the Board of
Directors. If any such matter were properly to come before the Meeting, the
shares represented by proxies will be voted with respect thereto in the
discretion of the person or persons voting the proxies.
According to information filed with the Commission, as of November 15, 1999,
the following person was the beneficial owner of more than 5% of the Fund's
common stock.
<TABLE>
<CAPTION>
Percent of
Common Stock
Based on
Shares
Outstanding
Name and Address Amount of Beneficial as of the
of Beneficial Owner Ownership Record Date
------------------- -------------------- ------------
<S> <C> <C>
Bank Austria Aktiengesellschaft
Vordere Zollamtsstrasse 13
A-1030 Vienna, Austria................. 2,518,500 shares 31.69
</TABLE>
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 19,
2000 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 requirements under the federal securities
laws and the Maryland General Corporation Law and must be submitted in
accordance with the Fund's Bylaws. If not received by the Fund by July 19,
2000 and includable in the Fund's proxy statement and form of proxy relating
to the next annual meeting of stockholders of the Fund, for a Stockholder
proposal to be presented at that meeting, in accordance with the Fund's Bylaws
the proposal must be delivered by a stockholder of record to the Secretary
after the close of business on August 16, 2000 and before the close of
business on September 15, 2000.
The persons named as proxies for the Annual Meeting of Stockholders for 2000
will with respect to proxies in effect at that meeting have discretionary
authority to vote on any matter presented by a stockholder for action at that
meeting unless the Fund receives notice of the matter by September 15, 2000
(the date specified in the advance notice provision in the Fund's Bylaws). If
the Fund receives such timely notice, these persons will not have this
authority except as provided in the applicable rules of the Commission.
10
<PAGE>
REPORTS TO STOCKHOLDERS
The Fund will furnish each person to whom this 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, Inc. 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 16, 1999
New York, New York
11
<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 the Fund's Sub- Adviser.............................. 9
Other Matters............................................................ 10
Submissions of Proposals for the Next Annual Meeting of Stockholders..... 10
Reports to Stockholders.................................................. 11
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The Austria Fund, Inc.
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[LOGO OF ALLIANCE CAPITAL]
Alliance Capital Management L.P.
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NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS AND
PROXY STATEMENT
November 16, 1999
<PAGE>
PROXY THE AUSTRIA FUND, INC. PROXY
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON DECEMBER 15, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE CORPORATION.
The undersigned stockholder of The Austria Fund, Inc., a Maryland corporation
(the "Corporation"), hereby instructs each of Carol H. Rappa and Anthony
Tammaro, or either of them, as proxies for the undersigned, each with full power
of substitution, to attend the Annual Meeting of Stockholders of the Corporation
to be held at 11:00 a.m., Eastern Time, on December 15, 1999 at the offices of
the Corporation, 1345 Avenue of the Americas, 33rd Floor, New York, New York
10105, and any postponement or adjournment thereof, to cast on behalf of the
undersigned all votes that the undersigned is entitled to cast at the meeting
and otherwise to represent the undersigned with all powers possessed by the
undersigned if personally present at such meeting. The undersigned hereby
acknowledges receipt of the Notice of Meeting and accompanying Proxy Statement.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE
UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF. IF
NO DIRECTION IS MADE AS REGARDS A PARTICULAR PROPOSAL OR OTHER MATTERS, SUCH
VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST "FOR" THE ELECTION OF
THE NOMINEES REFERRED TO IN PROPOSAL ONE AS DIRECTORS, "FOR" THE RATIFICATION OF
THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT ACCOUNTANTS FOR
THE CORPORATION (PROPOSAL TWO), "FOR" ANY POSTPONEMENT OR ADJOURNMENT OF THE
MEETING WITH RESPECT TO ANY PROPOSAL DESCRIBED IN THE ABOVE-REFERENCED
PROXY STATEMENT IN THE EVENT THAT SUFFICIENT VOTES IN FAVOR OF THE POSITION ON
SUCH PROPOSAL RECOMMENDED BY THE BOARD OF DIRECTORS ARE NOT TIMELY RECEIVED,
AND IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY
PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT
THEREOF.
Please refer to the Proxy Statement for a discussion of each
of the Proposals.
NOTE: Please sign this proxy exactly as your name(s) appear(s) 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, the signature should
be that of an authorized officer who should state his or her title.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND RETURN THE SIGNED
PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
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THE AUSTRIA FUND, INC.
CONTROL NUMBER:
Please mark votes as in this example: /x/
FOR ALL WITH- FOR ALL
1. Election of Directors. NOMINEES HOLD EXCEPT
Class One Director (term / / / / / /
expires 2000):
Dave H. Williams
Class Two Director (term expires 2001):
Dipl. Ing. Peter Mitterbauer
Class Three Directors (term expires 2002):
John D. Carifa Dr. Reba W. Williams
Thomas G. Lachs Dr. Stefan K. Zapatocky
Andras Simor
Your Board of Directors recommends a vote "FOR" the election
of all Nominees.
NOTE:If you do not wish your shares voted "FOR" a particular Nominee, mark
the "For All Except" box and strike a line through the name(s) of such
Nominee(s). Your shares will be voted for the remaining Nominee(s).
2. Ratification of the selection of FOR AGAINST ABSTAIN
PricewaterhouseCoopers LLP as / / / / / /
independent accountants for the
Corporation for the fiscal
year ending August 31, 2000
(Proposal Two).
Your Board of Directors recommends a vote "FOR" Proposal Two.
3. In the discretion of the Proxy holder(s), to vote and otherwise
represent the undersigned upon any other matters that may properly come
before the Annual Meeting or any postponement or adjournment thereof.
RECORD DATE SHARES:
Please be sure to sign and date this Proxy.
Dated:
_________________, 1999
_______________________ ________________________
Stockholder sign here Co-owner sign here
00250.000
