THE EUROPE FUND, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 12, 1996
To the Stockholders of
The Europe Fund, Inc.:
The annual meeting of the stockholders of The Europe Fund, Inc. will be
held on Wednesday, June 12, 1996 at 10:00 a.m., New York City time, at the
Waldorf-Astoria Hotel, 301 Park Avenue, 4th Floor, New York, New York for the
following purposes:
1. To elect directors.
2. To ratify or reject the selection of Ernst & Young LLP as
independent accountants for the Fund for the fiscal year ending December
31, 1996.
3. To transact such other business as may properly come before the
meeting.
Stockholders of record at the close of business on April 15, 1996 will be
entitled to vote at the meeting.
By order of the Board of Directors,
STEVEN W. GOLANN
Secretary
New York, N.Y.
April 26, 1996
YOUR VOTE IS IMPORTANT. IT IS REQUIRED THAT THE HOLDERS OF MORE THAN 50% OF
THE OUTSTANDING SHARES BE REPRESENTED IN PERSON OR BY PROXY AT THIS MEETING.
YOU ARE URGED TO SPECIFY YOUR CHOICE AND SIGN, DATE AND RETURN PROMPTLY THE
ENCLOSED PROXY IN THE ENCLOSED ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND
THE MEETING. YOU MAY NEVERTHELESS VOTE IN PERSON IF YOU DO ATTEND. NO POSTAGE
NEED BE AFFIXED IF MAILED IN THE UNITED STATES.
(This page has been left blank intentionally.)
THE EUROPE FUND, INC.
780 Third Avenue
New York, New York 10017
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P R O X Y S T A T E M E N T
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This proxy statement is furnished to stockholders of The Europe Fund,
Inc. (the "Fund") in connection with the solicitation of proxies for the
Annual Meeting of Stockholders of the Fund to be held at 10:00 a.m. on
Wednesday, June 12, 1996 at the Waldorf-Astoria Hotel, 301 Park Avenue, New
York, New York in accordance with the attached notice of meeting. It is
expected that this proxy statement and the accompanying form of proxy will be
mailed to stockholders of the Fund on April 26, 1996 or as soon as possible
thereafter.
The solicitation of the accompanying form of proxy is made on behalf of
the Board of Directors of the Fund (the "Board of Directors"). Revocation of
any proxy may be effected orally at the meeting prior to voting or by notice
in writing to the Secretary of the Fund provided the notice is received by the
Secretary prior to voting. Each valid proxy received in time will be voted at
the meeting in favor of Proposals 1 and 2, or, if a contrary choice is
specified on the proxy, will be voted in accordance with the specification.
It is required that holders of more than 50% of the outstanding shares be
represented in person or by proxy at this meeting for a quorum to be
established. Proposals 1 and 2 require the favorable vote of the holders of a
majority of the shares entitled to vote at the meeting at which a quorum is
present. The Fund intends to treat properly executed proxies that are marked
"abstain" as present for the purpose of determining whether a quorum has been
achieved. The Fund does not intend to treat a broker "non-vote" (that is, a
proxy from a broker or nominee indicating that such person 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) as present for quorum purposes unless the proxy
represented by that non-vote votes on at least one proposal. Broker non-votes
will have no effect on the majority vote required for approval of the
proposals (unless the proxy voted for one Proposal), while abstentions will
have the effect of a vote against the Proposals.
There were 10,066,319 shares of common stock of the Fund outstanding on
the record date, April 15, 1996. Each of these shares will be entitled to one
noncumulative vote. If a stockholder participates in the Fund's Automatic
Distribution Reinvestment and Cash Purchase Plan (the "Plan"), any proxy given
by the stockholder will also govern the voting of all shares held for the
stockholder's account under the Plan, unless contrary instructions are
received by The Bank of New York, as agent under the Plan.
The Fund will furnish to shareholders upon request and without charge a
copy of its annual report (and the most recent semi-annual report succeeding
the annual report, if any). To obtain a copy, call toll free (800) 543-6217 or
write Princeton Administrators, L.P., P.O. Box 9011, Princeton, New Jersey
08543-9011.
PROPOSAL 1
Election of Directors
Eight directors are to be elected for the ensuing year and until their
successors have been elected and have qualified. The names of the persons
nominated for election as directors, their principal occupations and other
directorships and their previous occupations during the past five years are
set forth below.
Except where a stockholder has indicated that he does not wish his proxy
to be voted for all nominees or for any particular nominee or nominees, it is
intended that the proxies received in the accompanying form will be voted for
the election of all such nominees, all of whom are currently directors. Each
of the directors has indicated his willingness to serve for the ensuing term.
If for any reason any of the nominees shall become unavailable for election,
discretionary authority may be exercised by the persons named in the proxy to
vote for substitute nominees proposed by the Board of Directors.
Number of Shares of Date of
Name, Principal Occupations and Common Stock Owned Election to
Other Directorships and Previous Beneficially as of Board of
Occupations March 15, 1996*** Directors Age
- ----------------------------------- ------------------ --------- ---
Anthony M. Solomon, Chairman of the Board 1,200 February 1990 76
Chairman, The United Kingdom Fund Inc.;
Director: Health Science Properties,
Inc., since 1994; Adviser: Banca
Commerciale Italiana, Blackstone Group;
previously, Chairman, S.G. Warburg
(U.S.A.) Inc., President, Federal Reserve
Bank of New York, Director, S.G. Warburg
Group plc (investment banking),
Boards of Overseers: Teachers Insurance
and Annuity Association and College
Retirement Equities Fund, until 1994,
Syntex Corporation, until 1994
George F. Bennett 2,000 February 1990 84
Director: Gefinor S.A., The United
Kingdom Fund Inc.; previously, Chairman,
President and Chief Executive Officer,
State Street Research & Management
Co., Chairman and/or President of various
State Street investment funds and
affiliated companies (investment management)
and Trustee of Met Life - State
Street investment funds; Director, Mercury
Asset Management International
Ltd.; Chairman, Capital Trust Ltd.
**Sir Arthur Bryan 956 February 1990 73
Director: The United Kingdom Fund Inc.,
Friends' Provident Life Office, The
Rank Organization plc; previously, Lord
Lieutenant of Staffordshire,
Chairman and Managing Director, Josiah
Wedgwood & Sons Ltd. (manufacturers
of fine china and crystal), Director,
JCB Inc. of America
*Peter Stormonth Darling None February 1990 63
Chairman, Mercury Asset Management
International Ltd.; Director, consultant
and former Chairman, Mercury Asset
Management Group plc; Chairman: Mercury
European Privatisation Trust plc, The
First Hungary Fund; Director: Mercury
Asset Management Canada, Ltd., Scottish
Equitable Life Assurance Society,
Scottish Hydro-Electric plc, The United
Kingdom Fund Inc., Deltec Panamerica
S.A., Mercury Selected Trust and other
Mercury-advised Funds; previously,
Director, The Orion Insurance Company plc
Leon Levy 500 February 1990 70
General Partner, Odyssey Partners, L.P.
(private investors); Chairman, Avatar
Holdings, Inc., Oppenheimer Mutual Funds;
Director: The United Kingdom Fund
Inc. and various Mercury and other
investment funds; previously, Chairman,
Oppenheimer Management Corporation,
Director: Mercury Asset Management Group
plc, until 1994, Long Lake Energy
Corporation
**J. Murray Logan 1,200 April 1990 61
Vice President and Chairman of Investment
Policy Committee, Rockefeller & Co.,
Inc. (investment management); General
Partner, various Rockefeller & Co., Inc.
related partnerships; Director: Mercury
Selected Trust (SICAV), The United
Kingdom Fund Inc., World Trust Fund
(SICAV); previously, Trustee and Chairman,
Committee for Investments, The Johns
Hopkins University
**James S. Martin None February 1990 60
Director: The United Kingdom Fund Inc.;
previously, Executive Vice President,
Chief Investment Officer and Trustee,
College Retirement Equities Fund, until
April, 1995
Francois-Xavier Ortoli None April 1990 71
Honorary Chairman and Director, Total
S.A. (oil company); Director: Total
Raffinage Distribution, Total Transports
Maritimes, Philips N.V., Credit
Lyonnais Europe, Marceau Investissements;
Vice Chairman, M.C. European Capital
Ltd.; Advisory Committee, Energy
International; previously, Director,
Omnium Financier de Paris, Athena, Total
Chimie, Unilever; Advisor, Credit Suisse
First Boston Ltd.
- --------------------
* An "interested person" of the Fund, as defined by the Investment Company
Act of 1940, as amended (the "1940 Act"). Mr. Darling is an "interested"
director because he owns beneficially 385,787 shares of Mercury Asset
Management Group plc, an affiliate of the Fund's Investment Manager and
Investment Adviser, with sole voting and investment power, and 50,000
non-beneficial interests in shares. Mr. Darling is also an "interested"
director because he is chairman of Mercury Asset Management International,
Ltd., the Fund's Investment Adviser.
** A member of the Audit Committee of the Board of Directors.
*** All shares listed in this table are owned with sole voting and investment
power.
No directors have owned shares during the last five years in Princeton
Administrators, L.P., the Fund's Administrator, or any of its parents,
including Merrill Lynch & Co., Inc.
During the fiscal year ended December 31, 1995, five meetings of the
Board of Directors were held. Messrs. Darling, Martin and Ortoli attended
fewer than 75% of the total number of meetings of the Board of Directors and
the committees on which they served.
The Audit Committee is responsible for (1) reviewing with the independent
accountants the scope and results of their examination of the financial
statements of the Fund, changes in accounting practices or auditing standards,
and such other matters as the Committee may determine; (2) recommending each
year to the Board of Directors independent accountants to examine the
financial statements of the Fund; (3) reporting to the Board of Directors with
respect to (1) and (2); and (4) reviewing generally the maintenance and
safekeeping of the records and documents of the Fund. The Audit Committee held
two meetings during the past fiscal year. At the present time, the Board of
Directors has no compensation or nominating committees, or other committees
performing similar functions.
No officer or director of the Fund received aggregate remuneration from
the Fund of over $60,000 during the fiscal year ended on December 31, 1995.
The officers received no remuneration from the Fund. Each director who is not
an interested person (as defined in the 1940 Act) received from the Fund an
annual fee of $10,000 for the fiscal year ended December 31, 1995 plus $500
for each meeting of the Board of Directors attended by that director and all
directors were entitled to receive any out-of-pocket travel expenses for
attendance at meetings. In addition, Mr. Solomon received as Chairman of the
Board an additional annual fee of $5,000. During the past fiscal year, all
directors as a group received aggregate remuneration amounting to $87,500.
<TABLE>
1995 Compensation Table
<CAPTION>
Pension or Total Compensation
Retirement Benefits From Fund and
Aggregate Compensation Accrued As Part Fund Complex*
Name and Position From Fund of Fund Expenses Paid to Directors
----------------- ---------------------- -------------------- ------------------
<S> <C> <C> <C>
Anthony M. Solomon
Chairman of the Board.... $17,000 None $30,000
George F. Bennett
Director................. 12,000 None 19,500
Sir Arthur Bryan
Director................. 12,000 None 19,500
Peter Stormonth Darling
Director................. None None None
Leon Levy
Director................. 12,000 None 19,500
J. Murray Logan
Director................. 12,000 None 19,500
James S. Martin
Director................. 12,000 None 19,500
Francois-Xavier Ortoli
Director................. 10,500 None 10,500
<FN>
- ------------
* The Fund Complex includes two funds: the Fund and The United Kingdom Fund
Inc.
</TABLE>
The executive officers of the Fund are:
<TABLE>
<CAPTION>
Name and Age Position with Fund During Past 5 Years
- -------------------- -------------------- -----------------------------
<S> <C> <C>
Steven W. Golann, 52 Vice President and Director, Mercury Asset
Secretary Management International Ltd.;
previously, Managing Director,
Wertheim Philippe
International
James M. Donald, 35 Vice President, Treasurer Vice President, Mercury Asset
and Assistant Secretary Management International Ltd.;
previously, Vice President and
Senior Officer, Mercury Asset
Management Canada Ltd., Fund
Manager, Mercury Asset
Management plc
</TABLE>
On April 19, 1996, Richard J. Oldfield resigned as President of the Fund.
The Board anticipates appointing a new President at its next regularly
scheduled meeting on June 12, 1996. Mr. Golann is a director and Mr. Donald is
an officer of the Fund's Investment Adviser.
The executive officers of the Fund are elected by the Board of Directors.
While the Fund is a Maryland corporation, Sir Arthur Bryan and Messrs.
Darling and Ortoli are not residents of the United States and substantially
all of their assets may be located outside of the United States. As a result,
it may be difficult for U.S.investors to effect service of process upon them
within the United States or to realize judgments against them of courts of the
United States predicated upon civil liabilities under the Federal securities
laws of the United States.
On March 15, 1996, the officers and directors of the Fund as a group
owned beneficially 5,856 shares, or less than 1.0% of the Fund's outstanding
shares.
As of April 15, 1996 no person or group was known to the Fund to be the
beneficial owner of more than 5.0% of the common stock of the Fund.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR ALL OF THE NOMINEES LISTED ABOVE
PROPOSAL 2
Ratification or Rejection of Selection of Independent Accountants
Pursuant to the 1940 Act, a majority of the directors of the Fund who
are not "interested persons" of the Fund have selected Ernst & Young LLP as
independent accountants for the Fund for the fiscal year ending December 31,
1996. Ernst & Young LLP has advised the Fund that neither that firm nor any of
its partners have any direct or indirect material financial interest in the
Fund. In accordance with the By-Laws of the Fund and the 1940 Act, this
selection is being presented to stockholders for ratification or rejection. A
representative of Ernst & Young LLP will be present at the 1996 Annual Meeting
with the opportunity to make a statement if he so desires and will be
available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR
RATIFICATION OF THE REAPPOINTMENT OF ERNST & YOUNG
OTHER MATTERS
The Investment Manager and the Investment Adviser
The Fund's Investment Manager is Mercury Asset Management International
Channel Islands Ltd. (formerly known as Warburg Investment Management
International (Jersey) Limited) and its Investment Adviser is Mercury Asset
Management International Ltd. (formerly known as Warburg Investment Management
International Limited) (individually, the "Investment Manager" and the
"Investment Adviser", respectively, and together the "Advisers"). The
Investment Manager is a wholly-owned subsidiary of the Investment Adviser,
which in turn is a wholly-owned subsidiary of Mercury Asset Management plc,
one of the largest investment managers in Europe. It is headquartered in
London, England, at 33 King William Street, EC4R 9AS and is a wholly-owned
subsidiary of Mercury Asset Management Group plc ("MAM") of the same address.
Prior to July 2, 1995, MAM was 75% owned by S.G. Warburg Group plc
("Warburg Group"), a holding company whose shares are listed on the London
Stock Exchange. At an Extraordinary General Meeting held on June 1, 1995, the
shareholders of Warburg Group approved the sale of the investment banking
business of Warburg Group to Swiss Bank Corporation. The completion of the
sale took place on July 2, 1995. On July 26, 1995, MAM became a fully
independent company, 25% owned by MAM minority shareholders with the balance
held by Warburg Group shareholders, who, prior to the sale, indirectly owned
the same shares. The Advisers do not believe these changes affect the Fund or
its shareholders in any significant manner and, in the opinion of Fund
counsel, there was no "change of control" of MAM, the Investment Manager or
Investment Adviser for purposes of Section 15(a)(4) of the 1940 Act.
The Investment Manager is a corporation organized under the laws of
Jersey (Channel Islands), with its principal office at Forum House, Grenville
Street, St. Helier, Jersey JE4 8RL, Channel Islands. The Investment Manager
was formed in January 1983 for the purposes of providing investment advisory
and management services for international portfolios desiring to utilize the
services of the Investment Adviser and is registered as an investment adviser
with the Securities and Exchange Commission. The Investment Manager's other
clients include individuals, a charitable organization and a registered
investment company, The United Kingdom Fund Inc. The Investment Adviser is a
corporation incorporated in 1981 under the Companies Act of Great Britain with
its registered office and principal place of business at 33 King William
Street, London EC4R 9AS, England. The Investment Adviser is registered as an
investment adviser with the Securities and Exchange Commission and is
regulated by the United Kingdom's Investment Management Regulatory
Organization Ltd. The Investment Adviser's advisory clients include
charitable organizations, corporations and pension plans. The Investment
Adviser has also entered into a sub-advisory contract with the Investment
Manager to provide advisory services to The United Kingdom Fund Inc.
The Advisers now act as investment adviser or sub-investment adviser for
other persons and entities and may, under agreements with the Fund, act as
investment adviser or sub-investment adviser to other registered investment
companies.
Messrs. Frank P. Le Feuvre and Robin E.R. Rumboll are the directors of
the Investment Manager. On April 19, 1996, Richard J. Oldfield resigned from
his position as director of the Investment Manager. Mr. John Gillespie is the
Secretary of the Investment Manager. The address of Mr. Le Feuvre and Mr.
Gillespie is Forum House, Grenville Street, St. Helier, Jersey JE4 8RL,
Channel Islands. The address of Mr. Rumboll is Windsor House, St. Lawrence,
Jersey, Channel Islands.
Ms. C. Consuelo Brooke and Messrs. Steven W. Golann, Roderick J. MacLeod,
J. Eric Nelson and David M.F. Scott are the directors of the Investment
Adviser. Mr. Peter Stormonth Darling is Chairman and Mr. Charles B.
Farquharson is Secretary of the Investment Adviser. On April 19, 1996,
Richard J. Oldfield resigned from his position as Managing Director of the
Investment Adviser. The address of Ms. Brooke and Messrs. Darling,
Farquharson, MacLeod, Oldfield and Scott is 33 King William Street, London,
EC4R 9AS, England. The address of Mr. Golann and Mr. Nelson is 780 Third
Avenue, 34th Floor, New York, NY, 10017, USA.
The Investment Management Agreement and the Investment Advisory Agreement
Under the Investment Management Agreement dated as of April 26, 1990
between the Fund and the Investment Manager, the Investment Manager, on the
basis of advice given by the Investment Adviser, will structure the Fund's
portfolio, manage the Fund's investments and make investment decisions on
behalf of the Fund in accordance with the Fund's stated investment objective,
policies and limitations and subject to the supervision, review and direction
of the Board of Directors.
Under the Investment Advisory Agreement dated as of April 26, 1990
between the Investment Manager and the Investment Adviser, the Investment
Adviser will advise the Investment Manager with respect to the investment and
reinvestment of the assets of the Fund in accordance with the Fund's stated
investment objective, policies and limitations and subject to the supervision,
review and direction of the Board of Directors.
Under the Agreements, the Investment Manager or the Investment Adviser,
with the consent of the Investment Manager, will select and place orders with
brokers and dealers to execute portfolio transactions on behalf of the Fund.
The Advisers are obligated to provide to the Fund at least once every six
months a statement of the contents and valuation of the Fund's investments
(not necessarily including any evaluation of the performance of the Fund
during that period).
The Investment Management Agreement provides that the Fund will pay the
Investment Manager a fee at the annual rate of 0.75% of the Fund's average
weekly net assets up to $250 million and 0.65% of such assets in excess of
$250 million based upon net asset value at the end of each week and payable on
the last day of each calendar month. For the fiscal year ended December 31,
1995, the Investment Manager received from the Fund investment management fees
totalling $1,045,219. The fee paid by the Fund to the Investment Manager is
higher than that paid by most investment companies, although lower than the
fee paid by most other closed-end investment companies which invest primarily
in the securities of companies in foreign countries. Pursuant to the
Investment Advisory Agreement, the Investment Adviser is paid by the
Investment Manager a fee at the annual rate of 0.15% of the average weekly net
assets of the Fund, based upon net asset value at the end of each week and
payable on the last day of each calendar month, which fee amounted to $261,305
for the fiscal year ended December 31, 1995.
The Agreements provide that neither the Investment Manager nor the
Investment Adviser will be liable for any error of judgment or for any loss
suffered by the Fund in connection with the matters to which the Investment
Management Agreement or the Investment Advisory Agreement, respectively,
relate, except a loss resulting from willful misfeasance, bad faith or gross
negligence on its part in the performance, or from reckless disregard by it,
of its obligations and duties under the Agreements.
Each of the Agreements provides that each party will bear all expenses of
its employees and overhead incurred by it in connection with its duties under
the Agreements. Each party (other than the Fund) further agrees to pay all
salaries and fees of the Fund's directors and officers who are "interested
persons" of that party. The Fund will bear all of its own expenses, including
but not limited to: expenses of organizing the Fund; fees of the Fund's
directors who are not "interested persons" of any other party; out-of-pocket
travel expenses for all directors and officers in connection with their
attendance at, and other expenses incurred by the Fund relating to, directors'
or committee meetings; interest expense; taxes and governmental fees;
brokerage commissions and other expenses incurred in acquiring or disposing of
the Fund's portfolio securities; expenses of preparing stock certificates;
expenses in connection with the issuance, offering, distribution, sale or
underwriting of securities by the Fund; expenses of registering and qualifying
the Fund's shares for sale with the Securities and Exchange Commission and in
various states and foreign jurisdictions; auditing, accounting, insurance and
legal costs; administrator's fee; custodian, dividend disbursing and transfer
agent expenses; expenses of obtaining and maintaining the listing of the
Fund's shares on the New York Stock Exchange; membership dues to professional
organizations; expenses of stockholders' meetings and preparing and
distributing proxies and reports to stockholders; and costs of information
obtained from services other than the Investment Manager or its affiliated
persons relating to the valuation of securities.
Both the Investment Management Agreement and the Investment Advisory
Agreement were approved by the stockholders of the Fund on June 5, 1991. The
Board of Directors present at subsequent annual meetings approved the
continuation of the Agreements. At the same meetings the Agreements were
approved unanimously by a majority of the directors who are not "interested
persons" of the Fund. Each Agreement may be terminated at any time by the Fund
on 60 days' written notice, without the payment of any penalty, upon the vote
of a majority of the Fund's Board of Directors or a majority of the
outstanding voting securities of the Fund. Each Agreement will terminate
automatically in the event of its assignment, as defined in the 1940 Act. The
Investment Adviser may terminate the Investment Advisory Agreement without
penalty on 90 days' written notice to the Fund and the Investment Manager. In
addition, the Investment Manager may terminate the Investment Management
Agreement on 90 days' written notice to the Fund and the Investment Advisory
Agreement on 90 days' written notice to the Fund and the Investment Adviser.
Securities Transactions For and With the Fund
Total brokerage commissions paid by the Fund amounted to $258,794 for the
fiscal year ended December 31, 1995. The rate of total portfolio turnover of
the Fund for the fiscal year ended December 31, 1995 was 52%.
The Investment Manager is responsible for the selection of brokers to
execute the Fund's portfolio transactions. In placing such transactions, the
Investment Manager will seek to obtain best execution for the Fund, taking
into account factors such as price, commission, size of order, difficulty of
execution, skill required of the broker and investment market and statistical
information provided by the broker. In seeking best execution of its
transactions, the Fund may employ several different brokers.
Orders may be placed with brokers and banks who supply research to the
Fund, the Investment Manager and the Investment Adviser. The research may be
used by the Investment Manager and the Investment Adviser in advising other
clients, and the Fund's commissions to brokers supplying research may not
represent the lowest obtainable commission rates. Although the Fund may
receive research from banks affiliated with the Investment Manager or the
Investment Adviser, the Fund will not pay any higher commission to these
entities than would have been paid if that affiliated entity had not provided
any research.
The Fund cannot engage in principal transactions with the Investment
Manager, the Investment Adviser or their affiliates.
Administrator
The Fund's Administrator is Princeton Administrators, L.P. (the
"Administrator") which is headquartered in Plainsboro, New Jersey at 800
Scudders Mill Road and the mailing address for which is P.O. Box 9011,
Princeton, New Jersey 08543-9011. The Administrator is an affiliate of Merrill
Lynch & Co., Inc.
General
The Management of the Fund does not intend to present to the meeting any
business other than the matters stated in the related notice. As of the date
of this proxy statement, the Management of the Fund was not aware of any other
matters which might be presented for action at the meeting. If any matter not
referred to in the enclosed proxy should properly come before the meeting, the
persons named in the enclosed proxy will have discretionary authority to vote
all proxies in accordance with their best judgment.
The cost of soliciting proxies for the annual meeting will be borne by
the Fund. In addition to the solicitation by mail, the Fund's officers may
solicit proxies personally, for which they will receive no special
compensation. The Fund also has retained Tritech Services, an indirect
affiliate of the Administrator, to assist in the solicitation of proxies for a
fee of $1,750 plus out-of-pocket expenses. The Fund may reimburse brokers or
persons holding stock in their names or in the name of their nominees for
their expenses in sending proxy material to the beneficial owners.
In the event that sufficient votes in favor of any of the items set forth
in the notice of annual meeting of stockholders are not received by the time
scheduled for the annual meeting of the stockholders, the persons named as
proxies may propose one or more adjournments of such annual meeting to permit
further solicitation of proxies with respect to any such items. Any such
adjournment will require the affirmative vote of a majority of the shares
present in person or by proxy at the session of such annual meeting to be
adjourned. The persons named as proxies will vote in favor of such
adjournment, if proposed, those proxies which they are entitled to vote in
favor of such items and against such adjournment those proxies required to be
voted against such items. Broker non-votes and abstentions will have no
effect on the majority vote required for adjournment.
In order for any stockholder proposal to be included in the Fund's proxy
statement and form of proxy for the Fund's 1997 annual meeting of
stockholders, the stockholder proposal must be received by the Fund on or
before February 2, 1997 and must satisfy other applicable legal requirements.
By order of the Board of Directors,
ANTHONY M. SOLOMON
Chairman of the Board
New York, New York
April 26, 1995
THE EUROPE FUND, INC.
P R O X Y
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS -- JUNE 12, 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 Annual 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 June 12, 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 FOR
Proposals 1 and 2 below.
1 -- ELECTION OF DIRECTORS [ ] FOR ALL NOMINEES LISTED BELOW
(except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY
(to vote for all nominees listed below)
Anthony M. Solomon, George F. Bennett, Sir Arthur Bryan, Peter Stormonth
Darling, Leon Levy, J. Murray Logan, James S. Martin and Francois-Xavier
Ortoli
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name on the space provided below).
2 -- RATIFICATION OF SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT ACCOUNTANTS
FOR THE FISCAL YEAR ENDING DECEMBER 31, 1996:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE IN FAVOR OF PROPOSALS 1 AND 2.
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 __________________, 1996
PLEASE SIGN AND RETURN PROMPTLY IN ENCLOSED ENVELOPE - NO POSTAGE IS REQUIRED
