<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
The Southern Africa Fund, Inc.
- ----------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- ----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
/X / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rule 14a-
6(i)(4) and 0-11.
(1) Title of each class of securities to which
transaction applies:
- ----------------------------------------------------------------
(2) Aggregate number of securities to which transaction
applies:
- ----------------------------------------------------------------
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11
(Set forth the amount on which the filing fee is
calculated and state how it was determined):
- ----------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- ----------------------------------------------------------------
(5) Total fee paid:
- ----------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously.
<PAGE>
Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its
filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
<PAGE>
[LOGO OF ALLIANCE CAPITAL THE SOUTHERN AFRICA FUND, INC.
APPEARS HERE]
- -------------------------------------------------------------------------------
1345 Avenue of the Americas, New York, New York 10105
Toll Free (800) 221-5672
- -------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MARCH 19, 1996
To the Stockholders of The Southern Africa Fund, Inc.:
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of The Southern Africa Fund, Inc. (the "Fund") will be held at the
offices of the Fund, 1345 Avenue of the Americas, 33rd Floor, New York, New
York, on Tuesday, March 19, 1996 at 11:00 a.m., for the following purposes,
all of which are more fully described in the accompanying Proxy Statement
dated February 12, 1996:
1. To elect five Directors of the Fund, each to hold office for a term of
three years, and until his or her successor is duly elected and qualified;
2. To ratify the selection of Ernst & Young LLP as independent auditors of
the Fund for its fiscal year ending November 30, 1996; and
3. To transact such other business as may properly come before the Meeting.
The Board of Directors has fixed the close of business on January 19, 1996
as the record date for the determination of stockholders entitled to notice
of, and to vote at, the Meeting or any adjournment thereof. The enclosed proxy
is being solicited on behalf of the Board of Directors.
By order of the Board of Directors,
Edmund P. Bergan, Jr.
Secretary
New York, New York
February 12, 1996
- -------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, SIGN
AND DATE IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF
MAILED IN THE UNITED STATES. IN ORDER TO SAVE THE FUND ANY ADDITIONAL EXPENSE
OF FURTHER SOLICITATION, PLEASE MAIL YOUR PROXY PROMPTLY.
- -------------------------------------------------------------------------------
(R) This registered service mark used under license from the owner, Alliance
Capital Management L.P.
<PAGE>
PROXY STATEMENT
THE SOUTHERN AFRICA FUND, INC.
1345 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10105
----------------
ANNUAL MEETING OF STOCKHOLDERS
MARCH 19, 1996
----------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of The Southern Africa Fund, Inc.,
a Maryland corporation (the "Fund"), to be voted at the Annual Meeting of
Stockholders of the Fund (the "Meeting"), to be held at the offices of the
Fund, 1345 Avenue of the Americas, 33rd Floor, New York, New York, on Tuesday,
March 19, 1996 at 11:00 a.m. Such solicitation will be by mail and the cost
will be borne by the Fund. The Notice of Meeting, Proxy Statement and Proxy
Card are being mailed to stockholders on or about February 12, 1996.
The Board of Directors has fixed the close of business on January 19, 1996
as the record date for the determination of stockholders entitled to notice
of, and to vote at, the Meeting and at any adjournment thereof. The
outstanding voting shares of the Fund as of January 19, 1996 consisted of
6,007,100 shares of common stock, each share being entitled to one vote. All
properly executed proxies received prior to the Meeting will be voted at the
Meeting in accordance with the instructions marked thereon or otherwise
provided therein. Accordingly, unless instructions to the contrary are marked,
proxies will be voted (i) for the election of five Directors and (ii) for the
ratification of the selection of Ernst & Young LLP as the Fund's independent
auditors for its fiscal year ending November 30, 1996. Any stockholder may
revoke his proxy at any time prior to exercise thereof by giving written
notice to the Secretary of the Fund at the Fund's offices at 1345 Avenue of
the Americas, New York, New York 10105, by signing another proxy of a later
date or by personally voting at the Meeting.
A quorum for the Meeting will consist of a majority of the shares
outstanding and entitled to vote. In the event that such quorum is not
represented at the Meeting or, even if a quorum is so represented, in the
event that sufficient votes in favor of either of the proposals set forth in
the Notice of Meeting are not received by March 19, 1996, the persons named as
proxies may propose and vote for one or more adjournments of the Meeting with
no other notice than announcement at the Meeting, and further solicitation of
proxies with respect to such proposals may be made. Shares represented by
proxies indicating a vote against any such proposals will be voted against
such adjournment.
1
<PAGE>
PROPOSAL ONE
ELECTION OF DIRECTORS
At the Meeting, five Directors will be elected, each to serve for a term of
three years and until their successors are elected and qualified. The
affirmative vote of a plurality of the votes cast at the Meeting is required
to elect a Director. It is the intention of the persons named in the enclosed
proxy to nominate and vote in favor of the election of the persons in Class
One as described below.
Pursuant to the Articles of Incorporation and By-laws of the Fund, the Board
of Directors has been divided into three classes. The terms of office of the
members of Class One will expire as of the Meeting, the terms of office of the
members of Class Two will expire as of the annual meeting of stockholders to
be held in 1997 and the terms of office of the members of Class Three will
expire as of the annual meeting of stockholders to be held in 1998. Upon
expiration of the terms of office of the members of a class as set forth
above, those persons then elected as Directors in that class will serve until
the third annual meeting of stockholders following their election. Mr. Dave H.
Williams, Prof. Dennis Davis and Messrs. Douglas de Jager, Stephen Koseff and
Desmond K. Smith are currently members of Class One; Dr. Willem de Klerk and
Messrs. Moss L. Leoka, Ronnie Masson, Frank Savage and Peter G.A. Wrighton are
currently members of Class Two; and Dr. Enos Mabuza, Messrs. T.N. Chapman and
David D.T. Hatendi and Ms. Reba W. Williams are currently members of Class
Three.
As a result of this system, only those Directors in a single class may be
changed in any one year, and it would require two years to change a majority
of the Board of Directors (although under Maryland law, procedures are
available for the removal of Directors even if they are not then standing for
re-election and, under Securities and Exchange Commission regulations,
procedures are available for including appropriate stockholder proposals in
management's annual proxy statement). This system of electing Directors, which
may be regarded as an "anti-takeover" provision, may make it more difficult
for the Fund's stockholders to change the majority of Directors and, thus,
have the effect of maintaining the continuity of management.
At the Meeting, five Directors in Class One, four of whom were previously
elected by stockholders, are standing for re-election. Mr. Desmond K. Smith
was nominated for election by the Nominating Committee of the Board of
Directors and elected by the Board of Directors. Each nominee has consented to
serve as a Director. The Board of Directors knows of no reason why any of
these nominees will be unable to serve, but in the event of such inability,
the proxies received will be voted for such substitute nominees as the Board
of Directors may recommend. Although the Fund is a Maryland corporation,
certain of its directors and officers are not residents of the United States,
and substantially all of the assets of such persons may be located outside of
the United States. As a result, it may be difficult for United States
investors to effect service of process upon such Directors or officers within
the United States or to realize judgments of courts of the United States
predicated upon civil liabilities of such Directors or officers under the
federal securities laws of the United States.
2
<PAGE>
Certain information concerning the Fund's Directors and nominees for
election as Directors is set forth below. Mr. Williams and Ms. Williams are
each a director or trustee of one or more other investment companies sponsored
by Alliance Capital Management L.P. ("Alliance Capital"), the Fund's
investment adviser.
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME, AGE, POSITIONS AND OFFICES BENEFICIALLY
WITH THE FUND, PRINCIPAL YEAR FIRST YEAR TERM OWNED DIRECTLY OR
OCCUPATIONS DURING THE PAST BECAME A AS DIRECTOR INDIRECTLY AS OF
FIVE YEARS AND OTHER DIRECTORSHIPS DIRECTOR WILL EXPIRE JANUARY 19, 1996
---------------------------------- ---------- ----------- -----------------
<S> <C> <C> <C>
* Dave H. Williams, Chairman,
63. Chairman of the Board of
Alliance Capital Management
Corporation ("ACMC")**, since
prior to 1991; Director of The
Equitable Companies 1999+
Incorporated.................. 1994 (Class One) 10,000
++# T.N. Chapman, Director, 61.
Chairman of The Southern Life
Association Limited; Vice
Chairman of First National
Bank of Southern Africa
Limited; Director of Palabora
Mining Company, Anglo American
Corporation of S.A. Ltd.,
Hansard Financial Trust and 1998
Telkom S.A. Ltd............... 1994 (Class Three) -0-
++# Prof. Dennis Davis, Director,
44. Director of The Centre for
Applied Legal Studies,
University of the 1999+
Witwatersrand................. 1994 (Class One) -0-
++# David D.T. Hatendi, Director,
42. General Manager-Executive
Director of Merchant Bank of 1998
Central Africa Limited........ 1994 (Class Three) -0-
++# Douglas de Jager, Director,
45. Executive Chairman of 1999+
Lenco Holdings Ltd. .......... 1994 (Class One) -0-
++# Dr. Willem de Klerk, Director,
67. Professor of Journalism
and Political Communications; 1997
political consultant.......... 1994 (Class Two) -0-
##Stephen Koseff, Director, 44.
Managing Director of Investec
Bank Limited; Director of
Investec Holdings Limited,
Allied Trust Bank Limited,
Metboard Property Fund
Managers Limited, Growthpoint
Properties Limited, Fedsure
Holdings Limited, Bidcorp 1999+
Limited and Sechold Limited .. 1994 (Class One) -0-
</TABLE>
- --------
* "Interested person," as defined in the Investment Company Act of 1940, as
amended (the "Act"), of the Fund because of affiliation with Alliance
Capital.
** For purposes of this Proxy Statement, ACMC refers to Alliance Capital
Management Corporation, the sole general partner of Alliance Capital, and
to the predecessor general partner of the same name.
+ If elected at the Meeting.
++ Member of the Nominating Committee.
# Member of the Audit Committee.
## "Interested person," as defined in the Act, of the Fund because of
affiliation with Investec Asset Management (International) Limited
("Investec").
3
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME, AGE, POSITIONS AND OFFICES BENEFICIALLY
WITH THE FUND, PRINCIPAL YEAR FIRST YEAR TERM OWNED DIRECTLY OR
OCCUPATIONS DURING THE PAST BECAME A AS DIRECTOR INDIRECTLY AS OF
FIVE YEARS AND OTHER DIRECTORSHIPS DIRECTOR WILL EXPIRE JANUARY 19, 1996
---------------------------------- ---------- ------------- -----------------
<S> <C> <C> <C>
++#Moss L. Leoka, Director, 45.
Managing Director of Moss
Leoka Communications; Director
of Cadbury S.A. (Pty) Ltd.,
Regional Resources Ltd.,
Airports Company Limited,
Platgold Minerals Ltd.,
Vincemus Investments Ltd. and 1997
Promat College of Education... 1994 (Class Two) -0-
++#Dr. Enos Mabuza, Director, 56.
Non-executive director of
Anglovaal Limited, Corporate
Africa Holdings, Hunt Leuchars
& Hepburn Holdings Ltd., South
African Breweries, Shell South
Africa, Standard Bank
Investment Corporation, Times
Media Limited and Volkswagen
of South Africa; Consultant to 1998
the Premier Group............. 1994 (Class Three) -0-
Ronnie Masson, Director, 59.
Formerly Senior General
Manager-Investments, Sanlam
Asset Management (Gibraltar)
Limited ("Sanlam"); Director
of Genbel, Sanlamtrust
Managers, San Lameer and 1997
Sanlam Properties............. 1994 (Class Two) -0-
* Frank Savage, Director, 57.
Director of ACMC; Chairman of
Alliance Capital Management
International and Alliance
Corporate Finance Group
Incorporated; Director of
Essence Communications,
Lockheed Martin Corporation
and ARCO Chemical Company.
Formerly Chairman of Equitable
Capital Management 1997
Corporation................... 1994 (Class Two) 850
##Desmond K. Smith, Director, 49.
Managing Director of Sanlam
Asset Management (Gibraltar)
Limited, Chairman of Sanlam
Unit-Trust and Sanlam Namibia
Ltd., Director of Dalsig 1999+
Investments................... 1995 (Class One) -0-
* Reba W. Williams, Director, 59.
Director of ACMC; Director of
Special Projects, ACMC; art
historian and writer. She was
formerly a financial writer
and consultant, Vice President
and a security analyst for
Mitchell-Hutchins, Inc. and an
analyst for McKinsey & 1998
Company, Inc. ................ 1994 (Class Three) 10,000
++#Peter G.A. Wrighton, 61,
Director. Chairman of Elephant
Pass Wine Company (Pty) Ltd.
and Africa Resources Limited,
Director of Consolidated Frame
Textiles Ltd., First National
Bank Holdings Ltd., First
National Bank of Southern
Africa Ltd., Frame Group
Holdings Ltd.; Pusela Farm
(Pty) Ltd. and The SA
Institute of Business Ethics
(Pty) Ltd; former Director of
Liberty Holdings Ltd., Liberty
Life Association of Africa
Ltd., and Liblife Strategic
Investments Ltd., former
Chairman and Chief Executive 1997
of The Premier Group ......... 1994 (Class Two) -0-
</TABLE>
- --------
*"Interested person," as defined in the Act, of the Fund because of
affiliation with Alliance Capital.
+If elected at the Meeting.
++Member of the Nominating Committee.
#Member of the Audit Committee.
##"Interested person," as defined in the Act, of the Fund because of
affiliation with Sanlam.
4
<PAGE>
During the fiscal year ended November 30, 1995, the Board of Directors met
three times, the Audit Committee met once for the purposes described below in
Proposal Two, and the Nominating Committee did not meet. The Nominating
Committee was constituted for the purpose of selecting and nominating persons
to fill any vacancies on the Board of Directors. The Nominating Committee does
not currently consider candidates proposed by stockholders for election as
Directors. Mr. Stephen Koseff attended fewer than 75% of the meetings of the
Fund's Board of Directors.
The Fund does not pay any fees to, or reimburse expenses of, its Directors
who are considered "interested persons" of the Fund. The aggregate
compensation paid by the Fund to each of the Directors during its fiscal year
ended November 30, 1995, the aggregate compensation paid to each of the
Directors during calendar year 1995 by all of the Funds to which Alliance
Capital provides investment advisory services (collectively, the "Alliance
Fund Complex"), and the total number of funds in the Alliance Fund Complex
with respect to which each of the Directors serves as a director or trustee,
are set forth below. Neither the Fund nor any other fund in the Alliance Fund
Complex provides compensation in the form of pension or retirement benefits to
any of its directors or trustees.
<TABLE>
<CAPTION>
AGGREGATE TOTAL TOTAL NUMBER OF FUNDS
COMPENSATION COMPENSATION IN THE ALLIANCE FUND
FROM THE FUND DURING FROM THE FUND AND COMPLEX, INCLUDING THE
THE FISCAL YEAR THE ALLIANCE FUND FUND, AS TO WHICH THE
ENDED NOVEMBER 30, COMPLEX DURING DIRECTOR IS A DIRECTOR
1995 CALENDAR YEAR 1995 OR TRUSTEE
NAME OF DIRECTOR -------------------- ------------------ ----------------------
<S> <C> <C> <C>
Dave H. Williams........ $ 0 $ 0 6
T.N. Chapman............ $12,500 $10,000 1
Prof. Dennis Davis...... $11,500 $ 9,000 1
David D.T. Hatendi...... $12,500 $10,000 1
Douglas de Jager........ $11,500 $ 9,500 1
Dr. Willem de Klerk..... $12,500 $10,500 1
Stephen Koseff.......... $ 0 $ 0 1
Moss L. Leoka........... $13,000 $10,500 1
Dr. Enos Mabuza......... $12,500 $10,000 1
Ronnie Masson........... $ 2,500 $ 2,500 1
Frank Savage............ $ 0 0 1
Desmond K. Smith........ $ 0 0 1
Reba W. Williams........ $ 0 0 3
Peter G.A. Wrighton..... $12,500 $10,000 1
</TABLE>
As of January 19, 1996, the Directors and officers of the Fund as a group
owned less than 1% of the shares of the Fund. Since February 25, 1994 (the
Fund's commencement of operations), none of the Fund's Directors engaged in a
purchase or sale of the securities of Alliance Capital, Investec or Sanlam or
any of their respective parents or subsidiaries, in an amount exceeding 1% of
the relevant class of outstanding securities.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
ELECTION OF THE FOREGOING NOMINEES TO SERVE AS DIRECTORS OF THE FUND.
5
<PAGE>
PROPOSAL TWO
RATIFICATION OF SELECTION OF
INDEPENDENT AUDITORS
The Board of Directors recommends that the stockholders of the Fund ratify
the selection of Ernst & Young LLP, independent auditors, to audit the
accounts of the Fund for the fiscal year ending November 30, 1996. Their
selection was approved by the vote, cast in person, of a majority of the Board
of Directors, including a majority of the Directors who are not "interested
persons" of the Fund, as defined in the Act, at a meeting held on October 13,
1995. The affirmative vote of a majority of the votes cast at the Meeting is
required to ratify such selection. Ernst & Young LLP has audited the accounts
of the Fund since the Fund's commencement of operations and does not have any
direct financial interest or any material indirect financial interest in the
Fund. A representative of Ernst & Young LLP is expected to attend the Meeting
and to have the opportunity to make a statement and to respond to appropriate
questions from the stockholders. The Audit Committee of the Board of Directors
generally meets twice a year with representatives of Ernst & Young LLP to
discuss the scope of their engagement and review the financial statements of
the Fund and the results of their examination thereof.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS OF
THE FUND.
INFORMATION ABOUT THE PRINCIPAL OFFICERS, THE INVESTMENT ADVISER, THE
SUBADVISERS AND THE ADMINISTRATOR OF THE FUND
The principal officers of the Fund and their principal occupations during
the past five years are set forth below. Each of the officers listed below
serves as an officer of one or more of the other registered investment
companies sponsored by Alliance Capital.
Dave H. Williams, Chairman and President (see Proposal One, "Election of the
Directors," at page 3 for biographical information).
Norman S. Bergel, Senior Vice President, 45, Vice President of ACMC since
prior to 1991; Director and Vice President of Alliance Capital Limited ("ACL")
since prior to 1991.
Mark H. Breedon, Senior Vice President, 43, Vice President of ACMC since
prior to 1991, Director and Senior Vice President of ACL since prior to 1991.
Mark D. Gersten, Treasurer and Chief Financial Officer, 45, a Senior Vice
President of Alliance Fund Services, Inc. ("AFS"), with which he has been
associated since prior to 1991.
Edmund P. Bergan, Jr., Secretary, 45, a Senior Vice President and the
General Counsel of Alliance Fund Distributors, Inc. and AFS; a Vice President
and Assistant General Counsel of ACMC, with which he has been associated since
prior to 1991.
6
<PAGE>
The Fund's investment adviser is Alliance Capital Management L.P., with
principal offices at 1345 Avenue of the Americas, New York, New York 10105.
The Fund's sub-advisers are Investec Asset Management (International) Limited,
with principal offices at Tropic Isle Building, Road Town, Tortola, British
Virgin Islands and Sanlam Asset Management (Gilbraltar) Limited, with
principal offices at Suite 110, Neptune House, Marina Bay, Gilbraltar.
The Fund's administrator is Middlesex Administrators L.P., with principal
offices at 800 Scudders Mill Road, Plainsboro, New Jersey 08536.
Section 30(f) of the Act and the rules under Section 16 of the Securities
Exchange Act of 1934, as amended, require that the Directors and officers of
the Fund and the Directors of ACMC and the managing directors of Investec and
Sanlam, among others, file with the Securities and Exchange Commission and the
New York Stock Exchange initial reports of ownership and reports of changes in
ownership of shares of the Fund. During the Fund's fiscal year ended November
30, 1995, there were no deliquent reports filed with respect to the Fund.
SUBMISSION OF PROPOSALS FOR THE NEXT
ANNUAL MEETING OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the next annual
meeting of stockholders of the Fund must be received by the Fund by October
15, 1996 for inclusion in the Fund's proxy statement and form of proxy
relating to that meeting. The submission by a stockholder of a proposal for
inclusion in the proxy statement does not guarantee that it will be included.
Stockholder proposals are subject to certain regulations under federal
securities laws.
OTHER MATTERS
Management of the Fund does not know of any matters to be presented at the
Meeting other than those mentioned in this Proxy Statement. If any other
matters properly come before the Meeting, the shares represented by proxies
will be voted with respect thereto in accordance with the best judgment of the
person or persons voting the proxies.
7
<PAGE>
REPORTS TO STOCKHOLDERS
The Fund will furnish each person to whom the proxy statement is delivered
with a copy of the Fund's latest annual report to stockholders upon request and
without charge. To request a copy, please call Alliance Fund Services at (800)
227-4618 or contact Nancy Davis at Alliance Capital Management L.P., 1345
Avenue of the Americas, New York, New York 10105.
By order of the Board of Directors,
Edmund P. Bergan, Jr.
Secretary
February 12, 1996
New York, New York
8
<PAGE>
THE SOUTHERN AFRICA FUND, INC.
<TABLE>
<CAPTION>
TABLE OF CONTENTS PAGE
- -------------------------------------------------------------------------------
<S> <C>
Introduction.............................................................. 1
Proposal One: Election of Directors....................................... 2
Proposal Two: Ratification of Selection of Independent Auditors........... 6
Information About the Principal Officers, the Investment Adviser, the
Subadvisers and the Administrator of the Fund............................ 6
Submission of Proposals for the Next Annual Meeting of Stockholders....... 7
Other Matters............................................................. 7
Reports to Stockholders................................................... 8
</TABLE>
- -------------------------------------------------------------------------------
[LOGO OF ALLIANCE CAPITAL APPEARS HERE]
- -------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT MARCH 19, 1996
<PAGE>
APPENDIX
THE SOUTHERN AFRICA FUND, INC.
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS, MARCH 19, 1996
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints each of Nancy E. Davis and
Carol H. Rappa as proxies, each with the power to appoint her
substitute, and authorizes each of them to represent and to vote,
as designated on the reverse hereof, all the Common Stock of The
Southern Africa Fund, Inc. (the "Fund") held of record by the
undersigned on January 19, 1996 at the Annual Meeting of
Stockholders of the Fund to be held at 11:00 a.m., Eastern
Standard Time on March 19, 1996 at the offices of the Fund, 1345
Avenue of the Americas, 33rd Floor, New York, New York 10105, and
at all adjournments thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION
IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
(Continued and to be signed on the
reverse side)
THE SOUTHERN AFRICA FUND, INC.
P.O. BOX 11372
NEW YORK, N.Y. 10203-0372
<PAGE>
FOR all WITHHOLD *EXCEPTIONS
nominees AUTHORITY
listed below to vote for
all nominees
listed below
1. Election of Directors / / / / / /
Nominees: Class One to serve until 1999.
Dave H. Williams, Dennis Davis, Douglas de Jager, Stephen Koseff,
Desmond K. Smith.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, MARK THE EXCEPTION BOX AND WRITE THAT NOMINEE'S NAME IN
THE SPACE PROVIDED.)
*Exceptions ____________________________________________________
2. Ratification of the selection of Ernst & Young LLP as the
independent auditors for the Fund for the fiscal year ending
November 30, 1996.
FOR AGAINST ABSTAIN
/ / / / / /
3. In the discretion of such proxies, upon such other business
as may properly come before the Annual Meeting or any
adjournment thereof.
Change of Address or
Comments Mark Here / /
Please sign this proxy in the space provided below. Execution by
stockholders who are not individuals must be made by an
authorized signatory.
Dated: _________________________, 199_
______________________________________
Name of Stockholder
______________________________________
Signature
Votes must be indicated (x) in Black or Blue ink. / X /
Please Sign, Date and Return Promptly in the Enclosed Envelope -
No Postage is Required.
00250160.AT1
