THE EUROPE FUND, INC.
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 15, 1999
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To the Stockholders of
The Europe Fund, Inc.:
The annual meeting of the stockholders of The Europe Fund, Inc.
will be held on Tuesday, June 15, 1999 at 11:00 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, 1999.
3. To transact such other business as may properly come before the
meeting.
Stockholders of record at the close of business on April 20, 1999 will
be entitled to vote at the meeting.
By order of the Board of Directors,
Rita J. Kleinman
Secretary
New York, New York
May 12, 1999
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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.
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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 11:00 a.m. on
Tuesday, June 15, 1999 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 May 12, 1999 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
and present at a 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 20, 1999. 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 stockholders upon request and without charge
a copy of its annual report (and its 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 principal occupations during at least 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.
<TABLE>
<CAPTION>
Number of Shares of
Common Stock Owned
Name, Principal Occupations and Beneficially as of Date of Election to
Other Directorships and Previous Occupations March 1, 1999*** Board of Directors Age
- - ------------------------------------------------------------------ ------------------- ------------------- ---
<S> <C> <C> <C>
Anthony M. Solomon, Chairman of the Board 1,200 February 1990 79
Chairman, The United Kingdom Fund Inc.; Director,
Alexandria Real Estate Inc.; Adviser to the Blackstone Group
and to the Chairman of Toyota. Previously: 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, Syntex Corporation.
George F. Bennett 2,000 February 1990 87
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); Trustee of Met
Life - State Street investment funds; Director, Mercury Asset
Management International Ltd. and Warburg Investment
Management International; Chairman, Capital Trust Ltd.
**Sir Arthur Bryan 1,189 February 1990 76
Director, The United Kingdom Fund Inc., Dartington Crystal
Ltd.; Chairman, Wedgwood Museum Trust. Previously: Lord
Lieutenant of Staffordshire; Director, Friends' Provident Life
Office; Chairman and Managing Director, Josiah Wedgwood
& Sons Ltd. (manufacturers of fine china and crystal);
Director, JCB Inc. of America, The Rank Organization plc.
*Peter Stormonth Darling None February 1990 66
Chairman, Mercury European Privatisation Trust plc, Deltec
International S.A.; Director, Aegon (UK) plc, Scottish &
Southern Energy plc, The United Kingdom Fund Inc.,
Greenwich Associates, Mercury Keystone Investment Trust
plc, Sagitta Asset Management. Previously: Chairman,
Mercury Asset Management International Ltd. and Director,
Mercury Asset Management Group plc.
Leon Levy 500 February 1990 73
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, Long Lake Energy
Corporation.
**J. Murray Logan 1,200 April 1990 64
Investment Manager, Rockefeller & Co., Inc. (investment
management); Managing Partner, L-R Global Partners, L.P.;
Director, The United Kingdom Fund Inc., The World Trust
Fund (SICAV), Purchase Soft, Inc. Previously: Trustee and
Chairman, Committee for Investments, The Johns Hopkins
University.
**James S. Martin None February 1990 63
Director, The United Kingdom Fund Inc. Previously:
Executive Vice President, Chief Investment Officer and
Trustee, College Retirement Equities Fund.
Francois-Xavier Ortoli None April 1990 74
Honorary Chairman and Director, Total S.A. (oil company);
Director, Marceau Investissements, Marcuard Holding SA;
President, Asean Mezzanine Infrastructure Fund, MC &
Capital Holding; Vice President, TOTAL Foundation.
Previously: Director, Philips, Unilever; Advisory Committee,
Energy International.
</TABLE>
______________
* Mr. Stormonth Darling is an "interested person" of the Fund, as
defined by the Investment Company Act of 1940, as amended (the "1940
Act"). He is an "interested" director because he owns beneficially
12,000 shares of Merrill Lynch & Co., Inc. ("Merrill Lynch"), an
affiliate of the Fund's Investment Manager and Investment Adviser, with
sole voting and investment power; and owns non-beneficially 3,200
shares of Merrill Lynch.
** 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, other than as disclosed above.
During the fiscal year ended December 31, 1998, four meetings of the
Board of Directors were held. Each director attended 75% or more of the
total number of meetings of the Board of Directors and the committees on
which he 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 the foregoing; 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 $17,000 during the fiscal year ended on
December 31, 1998. 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,
1998 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 $88,500.
1998 Compensation Table
<TABLE>
<S> <C> <C> <C>
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
- - --------------------------------- ---------------------- ------------------- ------------------
Anthony M. Solomon
Chairman of the Board....... $17,000 None $29,500
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.................... 11,500 None 11,500
</TABLE>
* The Fund Complex includes two funds: the Fund and The United Kingdom
Fund Inc.
The executive officers of the Fund are:
<TABLE>
<S> <C> <C>
Principal Occupation
Name and Age Position with Fund During Past 5 Years
------------ ------------------ ---------------------
Stephen M.M. Miller, 51 President Executive Vice President, Princeton
Administrators, L.P.; Senior Vice
President, Merrill Lynch Asset
Management ("MLAM") and Princeton
Services, Inc.
Donald C. Burke, 38 Treasurer Senior Vice President and Treasurer,
MLAM, Fund Asset Management, L.P.
and Princeton Services, Inc.; Vice
President of Princeton Funds
Distributor, Inc. Previously, First Vice
President, Vice President and Director
of Taxation of MLAM.
Steven W. Golann, 55 Vice President Director, Mercury Asset Management
International Ltd.
Rita J. Kleinman, 42 Secretary Vice President, Mercury Asset
Management International Ltd.
Previously, Director of Client Services,
SBC Portfolio Management
International.
</TABLE>
Mr. Golann is a director and Ms. Kleinman is an officer of the
Fund's Investment Adviser.
The executive officers of the Fund are elected by the Board of
Directors.
No shares of the Fund are beneficially owned by any executive
officer of the Fund.
While the Fund is a Maryland corporation, Sir Arthur Bryan and
Messrs. Stormonth 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 1, 1999, the officers and directors of the Fund as a
group owned beneficially 6,089 shares, or less than 1.0% of the Fund's
outstanding shares.
As of April 20, 1999, no person or group was known to the Fund
to be the beneficial owner of more than 5.0% of the outstanding shares 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, 1999. 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 1999 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 LLP
OTHER MATTERS
The Investment Manager and the Investment Adviser
The Fund's Investment Manager is Mercury Asset Management
International Channel Islands Ltd and its Investment Adviser is Mercury Asset
Management International Ltd. The Investment Manager is a wholly-owned
subsidiary of the Investment Adviser, which in turn is a wholly-owned
subsidiary of Mercury Asset Management Ltd, one of the largest investment
managers in Europe, headquartered in London, England, at 33 King William
Street, EC4R 9AS and a wholly-owned subsidiary of Mercury Asset Management
Group Ltd ("MAM") of the same address whose ultimate parent is Merrill
Lynch & Co., Inc., located at 250 Vesey Street, New York, New York 10281, USA.
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, trusts 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 clients include
open-ended investment companies, charitable organizations, corporations,
pension plans and private investment companies. 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. Peter J. Gibbs, John Gillespie, Frank P. Le Feuvre and
Robin E.R. Rumboll are the directors of the Investment Manager. The principal
occupation of each director is as follows: Mr. Gibbs is a director of Mercury
Asset Management Ltd; Mr. Gillespie is secretary of the Investment Manager and
a director and secretary of Mercury Asset Management Channel Islands Ltd; Mr.
Le Feuvre is a director of Mercury Asset Management Channel Islands Ltd; and
Mr. Rumboll is a director of Mercury Asset Management Channel Islands Ltd and
an independent financial consultant. The address of Mr. Gibbs is 33 King
William Street, London, EC4R 9AS, England. The address of Messrs. Gillespie
and Le Feuvre 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.
Mrs. C. Consuelo Brooke and Messrs. David M.F. Scott, Peter J.
Gibbs, Steven W. Golann and J. Eric Nelson are the directors of the
Investment Adviser. The principal occupation of each director is as
follows: Mrs. Brooke and Mr. Scott are fund managers of the Investment
Adviser; Mr. Gibbs is chairman and principal executive officer of the
Investment Adviser and a director of Mercury Asset Management Ltd; and
Messrs. Golann and Nelson are directors of the Investment Adviser. The
address of Mrs. Brooke and Messrs. Gibbs and Scott is 33 King William
Street, London, EC4R 9AS, England. The address of Messrs. Golann and
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 December 11,
1997 between the Fund and the Investment Manager ("the Investment
Management Agreement"), 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 December 11, 1997
between the Investment Manager and the Investment Adviser (together with
the Investment Management Agreement, the "Agreements"), 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, 1998, the Investment Manager received from the Fund
investment management fees totaling $1,619,313. 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 $318,261 for the fiscal year ended
December 31, 1998.
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 February
25, 1998. The prior Investment Management Agreement and the prior
Investment Advisory Agreement, both dated as of April 26, 1990
(collectively, the "Prior Agreements"), had been approved by the
stockholders of the Fund on June 5, 1991. On December 22, 1997, the Prior
Agreements terminated pursuant to the 1940 Act as a result of the
acquisition by Merrill Lynch of MAM (the "Acquisition"). The Investment
Manager and the Investment Adviser provided services under interim
arrangements, in accordance with an order granted by the Securities and
Exchange Commission, between December 22, 1997 and January 12, 1998 (at no
more than cost) and between January 12, 1998 and February 25, 1998 (at
standard fee levels).
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 $537,375 for
the fiscal year ended December 31, 1998. The rate of total portfolio
turnover of the Fund for the fiscal year ended December 31, 1998 was 54%.
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, research capabilities, 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 firms 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 securities transactions
with the Investment Manager, the Investment Adviser or their affiliates,
except pursuant to an exemptive order under the Investment Company Act of
1940.
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. The Administrator provides administrative services,
including record-keeping, preparation of reports, accounting services and
legal support services. The Administrator currently provides third-party
fund administration services to five (5) open-end and twenty-one (21)
closed-end investment companies with more than $4.7 billion in net assets.
Pursuant to the Administration Agreement dated December 11, 1997, by and
between the Fund and the Administrator, the Administrator is paid by the
Fund on the first business day of each calendar month a fee for the
previous month at the annual rate of 0.25% of the Fund's average weekly net
assets up to U.S. $200 million and 0.20% in excess thereof subject to a
minimum fee. For the fiscal year ended December 31, 1998, the aggregate
fee amounted to $538,229.
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 D.F. King & Co., Inc. to
assist in the solicitation of proxies for a fee of $3,500 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 2000 annual meeting of
stockholders, the stockholder proposal must be received by the Fund on or
before February 1, 2000 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
May 12, 1999
11
<PAGE>
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 15, 1999
The undersigned, revoking previous proxies, hereby appoints
Anthony M. Solomon, Stephen M.M. Miller and Thaddea M. Maguire, 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 15, 1999 at 11:00 A.M., New York City
time, and at any and all adjournments thereof.
(Continued on reverse side)
<PAGE>
<TABLE>
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.
<S> <C> <C>
1 -- ELECTION OF DIRECTORS. [ ] FOR ALL NOMINEES LISTED BELOW [ ] WITHHOLD AUTHORITY
(except as marked to the contrary below) (to vote for all nominees
listed below)
(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list 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
2 -- Ratification of selection of Ernst & Young LLP as independent accountants for
the fiiscal year ended December 31, 1999.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3 -- To transact such other business as may properly come before the meeting.
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______________________, 1999
PLEASE SIGN AND RETURN PROMPTLY IN ENCLOSED ENVELOPE - NO POSTAGE IS REQUIRED
</TABLE>
