THE EUROPE FUND, INC.
-----------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 20, 2000
-----------------------
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 20, 2000 at 12:00 noon, 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, 2000.
3. To transact such other business as may properly come before the
meeting.
Stockholders of record at the close of business on May 5, 2000 will be
entitled to vote at the meeting.
By order of the Board of Directors,
ROBERT E. PUTNEY, III
Secretary
New York, New York
May 9, 2000
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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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<PAGE>
THE EUROPE FUND, INC.
800 Scudders Mill Road
Plainsboro, New Jersey 08536
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P R O X Y S T A T E M E N T
-------------------------
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 12:00 noon on Tuesday, June
20, 2000 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 10, 2000 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, May 5, 2000. 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 9095, Princeton, New Jersey
08543-9095.
<PAGE>
PROPOSAL 1
Election of Directors
The directors of the Fund, with the exception of Sir Arthur Bryan, have
decided not to stand for re-election to the Board in order to facilitate the
integration of the Fund into the group of funds advised by Mercury Asset
Management ("Mercury"), an affiliate of Merrill Lynch & Co., Inc. The new
proposed directors serve on the Boards of the Mercury funds. Sir Arthur Bryan
would remain on the Board to provide continuity of supervision and first-hand
experience on European issues that may arise from time to time. The Board
recommends election of the candidates listed below. The Board believes the Fund
will benefit from the transition into the Mercury group of funds because the
Fund will experience economies from operating as part of a mutual fund group
that cannot be realized by remaining a single, stand-alone fund with a separate
board of directors.
Six 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. Each of the nominees has indicated his or
her 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.
<TABLE>
Number of Shares of
Common Stock Owned Date of Election
Name, Principal Occupations and Beneficially as of to Board of
Other Directorships and Previous Occupations March 1, 2000*** Directors Age
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
David O. Beim None N/A 59
Professor of Finance and Economics at the Columbia
University Graduate School of Business; Chairman, Outward
Bound USA; Chairman, Wave Hill Inc.; Trustee, Mercury
Asset Management Master Trust; Director, Mercury Asset
Management Funds, Inc. and Mercury Asset Management V.I.
Funds, Inc.
**Sir Arthur Bryan 1,169 February 1990 77
Director, Dartington Crystal Ltd.; Chairman, Wedgwood
Museum Trust. Previously: Lord Lieutenant of Staffordshire;
Director, The United Kingdom Fund Inc., 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.
2
<PAGE>
Number of Shares of
Common Stock Owned Date of Election
Name, Principal Occupations and Beneficially as of to Board of
Other Directorships and Previous Occupations March 1, 2000*** Directors Age
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
James T. Flynn None N/A 60
Trustee, Merrill Lynch Funds for Institutions Series and
Merrill Lynch Intermediate Government Bond Fund; Trustee,
Mercury Asset Management Master Trust; Director, Mercury
Asset Management Funds, Inc. and Mercury Asset
Management V.I. Funds, Inc. Previously, Chief Financial
Officer and employee in various capacities, J.P. Morgan & Co.
Inc.
*Terry K. Glenn None N/A 59
Chairman of the Americas region, Merrill Lynch Asset
Management Group; Executive Vice President of Merrill
Lynch Asset Management and Fund Asset Management;
Executive Vice President and Director of Princeton Services,
Inc.; President and Director of Princeton Funds Distributor,
Inc.; President of Princeton Administrators, L.P.; Director
and/or President of various Merrill Lynch and Mercury Funds.
W. Carl Kester None N/A 48
Industrial Bank of Japan Professor of Finance, Senior
Associate Dean and Chairman of the MBA Program, Harvard
University Graduate School of Business Administration;
Trustee, Merrill Lynch Funds for Institutions Series and
Merrill Lynch Intermediate Government Bond Fund; Trustee,
Mercury Asset Management Master Trust; Director, Mercury
Asset Management Funds, Inc. and Mercury Asset
Management V.I. Funds, Inc. Previously, James R. Williston
Professor of Business Administration, Harvard University
Graduate School of Business; MBA Class of 1958 Professor of
Business Administration, Harvard University Graduate School
of Business Administration; Independent Consultant.
3
<PAGE>
Number of Shares of
Common Stock Owned Date of Election
Name, Principal Occupations and Beneficially as of to Board of
Other Directorships and Previous Occupations March 1, 2000*** Directors Age
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Karen P. Robards None N/A 50
President, Robards & Company; Director, Enable Medical
Corporation; Director, Cine Muse Inc.; Director, Cooke Center
for Learning and Development; Trustee, Mercury Asset
Management Master Trust; Director, Mercury Asset
Management Funds, Inc. and Mercury Asset Management V.I.
Funds, Inc.
</TABLE>
- -------------------
* Mr. Terry Glenn 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 is a shareholder of Merrill Lynch & Co., Inc.
("Merrill Lynch"), an affiliate of the Fund's Investment Manager and 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 nominees or 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, 1999, four meetings of the Board
of Directors were held. The sole director standing for reelection attended 75%
or more of the total number of meetings of the Board of Directors and the
committee 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 $16,500 during the fiscal year ended on December 31, 1999. 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, 1999 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 $80,167.
4
<PAGE>
<TABLE>
1999 Compensation Table
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............ 16,500 None $32,625
George F. Bennett
Director......................... 11,500 None 20,875
Sir Arthur Bryan
Director......................... 12,000 None 21,375
Peter Stormonth Darling
Director......................... None None None
Leon Levy **
Director......................... 6,667 None 16,042
J. Murray Logan
Director......................... 11,000 None 20,375
James S. Martin
Director......................... 11,500 None 20,875
Francois-Xavier Ortoli
Director......................... 11,000 None 11,000
</TABLE>
* The Fund Complex includes two funds: the Fund and The United Kingdom
Fund Inc. (which dissolved on August 2, 1999).
** Mr. Levy resigned as a Director in the Fall of 1999.
5
<PAGE>
The executive officers of the Fund are:
<TABLE>
Principal Occupation
Name and Age Position with Fund During Past 5 Years
------------ ------------------- --------------------
<S> <C> <C>
Stephen M.M. Miller, 52 President Executive Vice President, Princeton
Administrators, L.P.; Senior Vice
President, Merrill Lynch Asset
Management ("MLAM") and
Princeton Services, Inc.
Donald C. Burke, 39 Vice President and Senior Vice President and Treasurer,
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.
Robert E. Putney, III, 39 Secretary Director (Legal Advisory) of MLAM
and Princeton Administrators, L.P.;
Previously, Vice President of MLAM
and Princeton Administrators, L.P.
</TABLE>
The executive officers of the Fund are elected by the Board of Directors.
Section 16(a) Beneficial Ownership Reporting Compliance. Due to clerical
errors, Mr. Putney's Form 3, which set forth that he owned no shares of the
Fund, was filed late. 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 is not a
resident of the United States and substantially all of his 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 him within the United States or to
realize judgments against him of courts of the United States predicated upon
civil liabilities under the Federal securities laws of the United States.
On May 5, 2000, the officers and directors of the Fund as a group owned
beneficially approximately 4,451 shares of the Fund, or less than 1.0% of the
Fund's outstanding shares.
As of May 5, 2000, 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.
6
<PAGE>
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,
2000. 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 2000 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, until recently dissolved, 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 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 Chairman and principal executive
officer of the Investment Adviser and is a director of Mercury Asset Management
Ltd; Mr. Gillespie is
7
<PAGE>
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 225 Liberty Street, World Financial
Center, South Tower, 10080, 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, 1999,
the Investment Manager received from the Fund investment management fees
totaling $1,480,013. 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 $296,003 for the fiscal year
ended December 31, 1999.
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.
8
<PAGE>
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 Board of Directors present at the November 23, 1999 board meeting approved
the continuation of the Agreements. At the same meeting, 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 $357,718 for the
fiscal year ended December 31, 1999. The rate of total portfolio turnover of
the Fund for the fiscal year ended December 31, 1999 was 47%.
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.
9
<PAGE>
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 9095,
Princeton, New Jersey 08543-9095. 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 two (2) open-end and twenty (20) closed-end investment companies
with more than $4.4 billion in net assets. Pursuant to the Administration
Agreement dated April 26, 1990, 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, 1999,
the aggregate fee amounted to $492,822.
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 Georgeson Shareholder Communications 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 2001 annual meeting of stockholders,
the stockholder proposal must be received by the Fund on or before February 1,
2001 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 9, 2000
10
<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 20, 2000
The undersigned, revoking previous proxies, hereby appoints Anthony M.
Solomon, Stephen M.M. Miller and Robert E. Putney, III, 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 20, 2000 at 12:00 noon, New York City time, and at any and
all adjournments thereof.
(Continued on reverse side)
11
<PAGE>
Please mark boxes [ ] (filled in box) 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.
<TABLE>
<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)
</TABLE>
(INSTRUCTION: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name in the list below).
David O. Beim, Sir Arthur Bryan, James T. Flynn, Terry K. Glenn, W. Carl
Kester, Karen P. Robards
2--Ratification of selection of Ernst & Young LLP as independent accountants
for the fiscal year ending December 31, 2000.
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 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.
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Signature
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Signature
Date , 2000
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PLEASE SIGN AND RETURN PROMPTLY IN ENCLOSED ENVELOPE - NO POSTAGE IS REQUIRED
