SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the registrant [x]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[ ] Definitive proxy statement
[x] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
THE EUROPE FUND, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[x] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transactions applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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(4) Proposed maximum aggregate value of transaction:
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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THE EUROPE FUND, INC.
We recently mailed to you proxy material relating to the January
23, 1996 Special Meeting of The Europe Fund, Inc. (the "Fund"), in which
you were asked to consider whether to amend and restate the Fund's charter
to convert the Fund from a closed-end investment company to an open-end
investment company. This proposal was made based upon a requirement in the
Fund's original charter to submit such a proposal to stockholders for
consideration by January 31, 1996 if certain circumstances occurred.
As you may recall, the Board has determined that it is in the
long-term best interests of stockholders of the Fund for the Fund to remain
a closed-end investment company and recommends that stockholders vote
against the Proposal. In reaching this decision, the Board considered the
Fund's past performance, its investment strategy, the current and historic
level of the discount of the Fund's shares relative to net asset value, the
views of research analysts and stockholders and the advantages and
disadvantages between open-end and closed-end investment companies.
At the January 23, 1996 Special Meeting, the Fund did not have a
sufficient number of shares present in person or by proxy to establish a
quorum. Accordingly, the Special Meeting was adjourned. The Special
Meeting is scheduled to be reconvened on February 27, 1996 at 10:00 p.m. at
the Waldorf-Astoria, 301 Park Avenue, New York, New York.
To date, your executed proxy has not been received. As the owner
of shares on the record date, only you can vote those shares. Please take
a few minutes to execute and return your proxy in the enclosed postage paid
business reply envelope.
Thank you for your cooperation.
THE EUROPE FUND, INC.
P R O X Y
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
SPECIAL MEETING OF STOCKHOLDERS -- JANUARY 23, 1996
The undersigned, revoking previous proxies, hereby appoints Anthony M.
Solomon, Steven W. Golann and James M. Donald, and each of them, the proxies
of the undersigned, with power of substitution to each of them, to vote all
shares of common stock of The Europe Fund, Inc. which the undersigned is
entitled to vote at the Special Meeting of Stockholders of The Europe Fund,
Inc. to be held at The Waldorf-Astoria Hotel, 301 Park Avenue, 4th Floor, New
York, New York, on January 23, 1996 at 10:00 A.M., New York City time, and at
any and all adjournments thereof.
(Continued on reverse side)
Please mark boxes or X in blue or black ink. Unless otherwise specified in
the squares provided, the undersigned's vote will be cast AGAINST the
Proposal.
AMENDMENT AND RESTATEMENT OF THE CHARTER TO CONVERT THE FUND FROM A CLOSED-END
INVESTMENT COMPANY TO AN OPEN-END INVESTMENT COMPANY:
FOR +2[ ]-2 AGAINST +2[ ]-2 ABSTAIN +2[ ]-2
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE AGAINST THE PROPOSAL
Please mark, date and sign as
your name appears and return
in the enclosed envelope. If
acting as executor,
administrator, trustee,
guardian, etc., you should so
indicate when signing. If the
signer is a corporation,
please sign the full
corporate name, by duly
authorized officer. If shares
are held jointly, each
stockholder named should
sign.
The undersigned hereby
acknowledges receipt of a
copy of the accompanying
notice of meeting and proxy
statement and hereby revokes
any proxy or proxies
heretofore given.
____________________________
Signature
____________________________
Signature
Date __________________, 199_
PLEASE SIGN AND RETURN PROMPTLY IN ENCLOSED ENVELOPE - NO POSTAGE IS REQUIRED
