<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 / No fee required
/ / Fee computed on table below per Exchange Act Rule 14a-
6(i)(1) 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):
- ----------------------------------------------------------------
<PAGE>
(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.
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:
2
<PAGE>
<PAGE>
[LOGO OF ALLIANCE CAPITAL APPEARS HERE] THE SOUTHERN AFRICA FUND, INC.
- -------------------------------------------------------------------------------
1345 Avenue of the Americas, New York, New York 10105
Toll Free (800) 221-5672
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 30, 1998
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 Thursday, April 30, 1998 at 11:00 a.m., for the following purposes,
all of which are more fully described in the accompanying Proxy Statement
dated March 23, 1998:
1. To elect three 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, 1998;
3. To approve amendments to the Sub-Advisory Agreement dated February 25,
1994 (the "Sub-Advisory Agreement") among the Fund, Alliance Capital
Management L.P., the Fund's investment adviser, and Sanlam Asset Management
(Gibraltar) Limited, the Fund's sub-adviser ("Sanlam Asset Management"), to
(a) increase the annual sub-advisory fee to be paid to Sanlam Asset
Management, without increasing the total of the annual advisory and sub-
advisory fees payable by the Fund, (b) remove from the Sub-Advisory Agreement
a provision requiring stockholder approval of future amendments thereto, other
than stockholder approval mandated by the Investment Company Act of 1940, as
amended, and (c) make certain conforming, updating and miscellaneous other
changes; and
4. To transact such other business as may properly come before the Meeting.
The Board of Directors has fixed the close of business on February 20, 1998
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
March 23, 1998
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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
APRIL 30, 1998
----------------
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
Thursday, April 30, 1998 at 11:00 a.m. The solicitation will be by mail and
the cost will be borne by the Fund. The Notice for this Meeting, this Proxy
Statement and the accompanying Proxy Card are being mailed to stockholders on
or about March 23, 1998.
The Board of Directors has fixed the close of business on February 20, 1998
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 then 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 three Directors, (ii) for the ratification of
the selection of Ernst & Young LLP as the Fund's independent auditors for its
fiscal year ending November 30, 1998, and (iii) for the approval of a proposal
to amend the Sub-Advisory Agreement dated February 25, 1994 (the "Sub-Advisory
Agreement") among the Fund, Alliance Capital Management L.P., the Fund's
investment adviser ("Alliance"), and Sanlam Asset Management (Gibralter)
Limited, the Fund's sub-adviser ("Sanlam Asset Management"), to (a) increase
the annual sub-advisory fee to be paid to Sanlam Asset Management, without
increasing the total of the annual advisory and sub-advisory fees payable by
the Fund, (b) remove from the Sub-Advisory Agreement a provision requiring
stockholder approval of future amendments thereto, other than stockholder
approval mandated by the Investment Company Act of 1940, as amended (the
"Act"), and (c) make certain conforming, updating and miscellaneous other
changes. Any stockholder may revoke that stockholder's 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.
1
<PAGE>
If a proxy properly executed is returned accompanied by instructions to
withhold authority to vote (an abstention) or represents 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 to vote), the shares represented thereby,
with respect to matters to be determined by a plurality or specified majority
of the votes cast on such matters (i.e., Proposals One and Two), will be
considered present for purposes of determining the existence of a quorum for
the transaction of business but, not being cast, will have no effect on the
outcome of such matters. With respect to Proposal Three, the adoption of which
requires the affirmative vote of a specified proportion of Fund shares, an
abstention or broker non-vote will be considered present for purposes of
determining the existence of a quorum but will have the effect of a vote
against the matter.
A quorum for the Meeting will consist of a majority of the shares
outstanding. In the event that a quorum is not represented at the Meeting or,
even if a quorum is so represented, in the event that sufficient votes in
favor of any proposal set forth in the Notice of Meeting are not received
prior to the Meeting, the persons named as proxies may, but are under no
obligation to, with no other notice than announcement at the Meeting, propose
and vote for one or more adjournments of the Meeting in order to permit
further solicitation of proxies with respect to such proposal. The Meeting may
be adjourned with respect to fewer than all the proposals in the Proxy
Statement, and a stockholder vote may be taken on any one of the proposals
prior to any adjournment if sufficient votes have been received for approval
thereof. Shares represented by proxies indicating a vote against a proposal
will be voted against adjournment as to that proposal.
PROPOSAL ONE
ELECTION OF DIRECTORS
Pursuant to the Articles of Incorporation and By-laws of the Fund, the Board
of Directors has been divided into three classes. The term of office of the
members of Class Three will expire as of the Meeting, that of Class One will
expire as of the Annual Meeting of Stockholders to be held in 1999 and that of
Class Two will expire as of the Annual Meeting of Stockholders to be held in
2000. Upon expiration of the term of office of each class as set forth above,
those persons then elected as Directors in that class would serve for a term
of three years following their election and until their successors are elected
and qualified. Messrs. T.N. Chapman and David D.T. Hatendi and Dr. Reba W.
Williams are currently members of Class Three; Mr. Dave H. Williams, Prof.
Dennis Davis and Mr. Stephen Koseff are currently members of Class One; and
Dr. Willem de Klerk and Messrs. Moss L. Leoka, Ronnie Masson, Frank Savage and
Peter G.A. Wrighton are currently members of Class Two.
Under this class structure, 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
the Fund'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.
2
<PAGE>
At a meeting of the Board of Directors held on October 18, 1997, Messrs.
Chapman and Hatendi and Dr. Williams were each nominated as Directors in Class
Three for election at the Meeting. At the Meeting, each of them is to be
elected 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 each nominee. Each nominee has consented to serve as a Director.
The Board of Directors knows of no reason why any of the 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.
Certain information concerning the Fund's Directors is set forth below. Mr.
Dave H. Williams and Dr. Reba W. Williams are each a director or trustee of
one or more other investment companies sponsored by Alliance.
<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 FEBRUARY 20, 1998
---------------------------------- ---------- ----------- -----------------
<S> <C> <C> <C>
* Dave H. Williams, Chairman,
65. Chairman of the Board of
Alliance Capital Management
Corporation, the general
partner of Alliance ("ACMC"),
since prior to 1993; Director
of The Equitable Companies 1999
Incorporated.................. 1994 (Class One) 10,000
++# T.N. Chapman, Director, 64.
Chairman of The Southern Life
Association Limited; Chairman
of Airports Co. Limited;
Chairman of First National
Bank of Southern Africa
Limited; Director of Anglo
American Corporation of S.A.
Ltd. and Oceana Fishing Group 2001+
Limited....................... 1994 (Class Three) 925
++# Prof. Dennis Davis, Director,
47. Director of The Centre for
Applied Legal Studies,
University of the 1999
Witwatersrand................. 1994 (Class One) -0-
++# David D.T. Hatendi, Director,
44. Managing Director of
Merchant Bank of Central
Africa Limited and a Director 2001+
of Old Mutual (Zimbabwe)...... 1994 (Class Three) -0-
</TABLE>
- --------
* "Interested person," as defined in the Act, of the Fund because of
affiliation with Alliance.
+ If elected at the Meeting.
++ Member of the Nominating Committee.
# Member of the Audit Committee.
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 FEBRUARY 20, 1998
---------------------------------- ---------- ------------- -----------------
<S> <C> <C> <C>
++# Dr. Willem de Klerk, Director,
69. Professor of Journalism and
Political Communications; 2000
political consultant........... 1994 (Class Two) -0-
**Stephen Koseff, Director, 46.
Chief Executive Officer and
Director of Investec Bank
Limited; Director of Investec
Bank UK Ltd., Investec Group
Ltd., Investec Holdings Ltd.,
Fedsure Holdings Ltd., Bidvest
Ltd., Carr Sheppards Ltd.,
Israel General Bank Ltd., Clive
Discount Co. Ltd., Council of
South African Bankers, JCI Ltd. 1999
and Ernst & Company ........... 1994 (Class One) -0-
*Moss L. Leoka, Director, 47.
Managing Director of Moss Leoka
Communications; Chief Executive
Officer of Alliance Odyssey
Capital Management (Pty) Ltd.
(South Africa), Director of
Cadbury S.A. (Pty) Ltd.,
Regional Resources Ltd.,
Airports Company Limited,
Platgold Minerals Ltd.,
Vincemus Investments Ltd. and 2000
Promat College of Education.... 1994 (Class Two) -0-
##Ronnie Masson, Director, 61.
Formerly Senior General
Manager-Investments, Sanlam
Asset Management; Director of
Genbel, Gensec, Sanlam Asset
Management and Sanlam 2000
Properties..................... 1994 (Class Two) -0-
*Frank Savage, Director, 59.
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 2000
Management Corporation......... 1994 (Class Two) 850
*Dr. Reba W. Williams, Director,
61. 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 & Company, 2001+
Inc. .......................... 1994 (Class Three) 10,000
</TABLE>
- --------
* "Interested person," as defined in the Act, of the Fund because of
affiliation with Alliance.
** "Interested person," as defined in the Act, of the Fund by reason of
affiliation with a broker-dealer registered under the Securities Exchange
Act of 1934.
+ 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 Asset Management.
4
<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 FEBRUARY 20, 1998
---------------------------------- ---------- ----------- -----------------
<S> <C> <C> <C>
++# Peter G.A. Wrighton, Director,
63. 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., The SA
Institute of Business Ethics
(Pty) Ltd. and Capestar Growth
Investments Ltd.; Trustee of
Nelson Mandela Children's
Fund; former Director of
Liberty Holdings Ltd., Liberty
Life Association of Africa
Ltd., and Liblife Strategic
Investments Ltd., former
Chairman and Chief Executive 2000
of The Premier Group ......... 1994 (Class Two) 1,140
</TABLE>
- --------
++Member of the Nominating Committee.
#Member of the Audit Committee.
During the fiscal year ended November 30, 1997, the Board of Directors met
five times, the Audit Committee met three times 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.
5
<PAGE>
The Fund does not pay any fees to, or reimburse expenses of any Director
during a time in which such Director is considered an "interested person" of
the Fund. The aggregate compensation paid by the Fund to each of the Directors
during its fiscal year ended November 30, 1997, the aggregate compensation
paid to each of the Directors during the calendar year 1997 by all of the
investment companies to which Alliance provides investment advisory services
(collectively, the "Alliance Fund Complex"), and the total number of
investment companies 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 investment company in the Alliance Fund Complex
provides compensation in the form of pension or retirement benefits to any of
its directors or trustees.
<TABLE>
<CAPTION>
TOTAL TOTAL NUMBER OF
AGGREGATE COMPENSATION INVESTMENT COMPANIES
COMPENSATION FROM THE FUND AND IN THE ALLIANCE FUND
FROM THE FUND DURING THE ALLIANCE FUND COMPLEX, INCLUDING THE
THE FISCAL YEAR COMPLEX, INCLUDING FUND, AS TO WHICH THE
ENDED NOVEMBER 30, THE FUND, DIRECTOR IS A DIRECTOR
1997 DURING 1997 OR TRUSTEE
NAME OF DIRECTOR -------------------- ------------------ ----------------------
<S> <C> <C> <C>
Dave H. Williams........ $ 0 $ 0 6
T.N. Chapman............ $13,000 $10,500 1
Prof. Dennis Davis...... $12,500 $10,500 1
David D.T. Hatendi...... $12,500 $10,500 1
Dr. Willem de Klerk..... $12,500 $10,500 1
Stephen Koseff.......... $ 9,500 $ 9,500 1
Moss L. Leoka........... $ 7,500 $ 5,000 1
Dr. Enos Mabuza......... $12,500 $10,000 1
Ronnie Masson........... $ 7,500 $ 5,000 1
Frank Savage............ $ 0 $ 0 1
Dr. Reba W. Williams.... $ 0 $ 0 3
Peter G.A. Wrighton..... $13,000 $10,500 1
</TABLE>
Alliance has instituted a policy applicable to all funds in the Alliance
Fund Complex contemplating, in the case of the Fund, that each Director will
each invest at least $10,000 in shares of the Fund before the end of 1998.
As of February 20, 1998, the Directors and officers of the Fund as a group
owned less than 1% of the shares of the Fund. Since December 1, 1996, none of
the Fund's Directors engaged in a purchase or sale of the securities of
Alliance or Sanlam Asset Management 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.
6
<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, 1998. 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 18,
1997. 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.
PROPOSAL THREE
APPROVAL OF AMENDMENTS TO THE SUB-ADVISORY AGREEMENTAMONG THE FUND, ALLIANCE
AND SANLAM ASSET MANAGEMENT
At the February 27, 1998 meeting of the Board of Directors of the Fund,
Alliance requested that the Directors approve, and recommend to the
stockholders of the Fund for their approval, proposed amendments to the Sub-
Advisory Agreement that would increase the fee payable by the Fund to Sanlam
Asset Management under the Sub-Advisory Agreement and that the Directors
approve corresponding amendments to the Investment Management Agreement dated
February 25, 1994 (and approved by the initial stockholder of the Fund on
February 17, 1994) between the Fund and Alliance (the "Investment Management
Agreement") to reduce the annual advisory fee payable to Alliance thereunder
by the amount of the increased fee to be paid to Sanlam Asset Management. The
amendments would not change in any respect the aggregate of the annual
advisory and sub-advisory fees payable by the Fund.
In its presentation to the Directors, Alliance noted that since the Fund's
commencement of operations in 1994 Alliance had received from the Fund a
quarterly fee at the annualized rate of .90% of the Fund's average weekly net
assets while Sanlam Asset Management had received a quarterly fee at the
annualized rate of .20% of the greater of (i) the Fund's average weekly net
assets invested in the securities of South African issuers or (ii) 90% of the
Fund's average weekly net assets. Alliance also noted that Investec Asset
Management (International) Limited ("Investec"), had served as a co-subadviser
to the Fund, receiving the same fee as Sanlam Asset Management, until its
resignation effective December 7, 1996. Alliance advised the Directors that
particularly since the resignation of Investec, the nature and extent of the
research and other services provided by Sanlam Asset Management to the Fund
have broadened substantially. Alliance noted, in particular, that Sanlam Asset
Management's establishment of a London office in 1997 has enhanced its ability
to add value to
7
<PAGE>
Alliance's stock selection process on behalf of the Fund. It also stated that
Sanlam Asset Management's role has become increasingly more important to
Alliance's efforts to secure meaningful positions in the attractive
investments that become available as South Africa's major institutional
investors gradually diversify their own portfolios. Alliance advised the
Directors that neither Sanlam Asset Management's increased activity nor the
recommendation to raise the level of sub-advisory fees payable to Sanlam Asset
Management signals in any respect a diminution either of Alliance's
responsibilities with respect to the Fund or in the level of Alliance's
services to the Fund.
Because of Sanlam Asset Management's increased contribution to the Fund's
investment management process, Alliance and Sanlam Asset Management agreed,
subject to approval by the Directors and the Fund's stockholders, to a
reallocation of the aggregate fees payable by the Fund under the Investment
Management and Sub-Advisory Agreements, effecting a 50% increase in Sanlam
Asset Management's fee with a corresponding reduction in the fee payable to
Alliance. Accordingly, Alliance recommended that the Director's approve, and
recommend to the stockholders for their approval, that the annualized rate of
the sub-advisory fee payable by the Fund quarterly to Sanlam Asset Management
be increased to .30%, from the current .20%, of the greater of (i) the Fund's
average weekly net assets invested in securities of "South African issuers" or
(ii) 90% of the Fund's average weekly net assets. Correspondingly, instead of
Alliance's receiving a quarterly advisory fee at an annualized rate of .90% of
the Fund's average weekly net assets, Alliance would thereafter receive a
quarterly fee at an annualized rate of either (i) .81% of the Fund's average
weekly net assets if 90% or less of the Fund's average weekly net assets are
invested in securities of South African issuers or (ii) the sum of (a) .80% of
the Fund's average weekly net assets and (b) .1% of the Fund's average weekly
net assets not invested in securities of South African issuers if greater than
90% of the Fund's average weekly net assets are invested in securities of
South African issuers. For the fiscal year ended November 30, 1997, the Fund
paid Sanlam Asset Management $226,451 pursuant to the Sub-Advisory Agreement.
If the proposed fee arrangement had been in effect, the fee to Sanlam Asset
Management would have been $333,424, an increase of $106,973, or 47.24%, and
the fee to Alliance would have been reduced by $106,973, a decrease of 9.73%.
The proposed amendments would not change the aggregate of the annual
advisory and sub-advisory fees payable by the Fund. With these changes, if,
for example, 91% (the approximate percentage so invested at the close of the
Fund's last fiscal year on November 30, 1997) of the Fund's average weekly net
assets were invested in securities of South African issuers, under the current
Investment Management and Sub-Advisory Agreements, the annualized fees payable
to Alliance and Sanlam Asset Management would be at the rates of .90% and
.182%, respectively, reflecting a total of 1.082%. Under the proposed
amendments, the corresponding new rates would be .809% and .273%,
respectively, totaling the same 1.082%. If the Fund's average weekly net
assets invested in securities of South African issuers were alternatively, for
example, 85%, under the current agreements Alliance would receive an
annualized fee of .90% and Sanlam Asset Management would receive an annualized
fee of .18%, reflecting an aggregate of 1.08%, whereas under the proposed
amendments, Alliance would receive an annualized fee of .81% and Sanlam Asset
Management would receive an annualized fee of .27%, for the same aggregate
annualized total of 1.08%.
The staff of the Division of Investment Management of the Securities and
Exchange Commission has recently indicated that it does not object to the
amendment of investment advisory agreements of registered investment
companies, such as the Fund, without approval of the investment companies'
8
<PAGE>
stockholders where, as proposed for the Fund, the amendments involve only the
reallocation of advisory fees between an adviser and sub-adviser without an
increase in the Fund's aggregate management fees. On this basis, stockholder
approval of the proposed amendments to the fee arrangements under both the
Investment Management Agreement and the Sub-Advisory Agreement would not be
required. Under the terms of the Sub-Advisory Agreement (but not the
Investment Management Agreement), however, stockholder approval is required
for any amendment. Therefore, the Fund is seeking approval from its
stockholders for the proposed amendment to increase the sub-advisory fee
payable to Sanlam Asset Management.
To avoid the expense and delay involved in obtaining stockholder approval of
future amendments to the Sub-Advisory Agreement where such approval would not
be required by the Act, and to conform the amendment provisions of the
Investment Management Agreement and the Sub-Advisory Agreement, Alliance also
recommended at the February 27, 1998 meeting that the Directors approve an
amendment to the Sub-Advisory Agreement to remove the requirement for
stockholder approval of any future amendment thereto, if such approval is not
required by the Act. This amendment would permit future reallocations of
advisory and sub-advisory fees not involving an increase in the aggregate fees
payable by the Fund to be effected only by the Fund's Directors. The
protections of the Act, such as the requirement that any increase in the
aggregate advisory fees to be paid by the Fund be approved by the Fund's
stockholders, would still apply.
In addition, at the February 27, 1998 meeting, Alliance recommended that the
Directors approve amendments to the Sub-Advisory Agreement to conform to the
foregoing amendments, to update various provisions, to clarify the meaning of
"South African issuers" for purposes of the sub-advisory fee computation, and
to clarify by reference to applicable law when the Sub-Advisory Agreement
would be considered transferred, assigned or sold and therefore considered
automatically terminated.
Based upon Alliance's recommendation, the Board of Directors concluded that
the proposed amendments to the Sub-Advisory Agreement would be in the best
interests of the Fund and its stockholders. Accordingly, the Directors
unanimously approved, and recommend to the stockholders of the Fund for their
approval, the proposed amendments to the Sub-Advisory Agreement to become
effective immediately upon approval by the stockholders. The Directors also
unanimously approved the corresponding decrease in fees payable under the
Investment Management Agreement effective immediately upon approval by the
stockholders of the related amendments to the Sub-Advisory Agreements. If the
stockholders do not approve Proposal Three, the Sub-Advisory Agreement and
Investment Management Agreement will remain unchanged.
A copy of the Sub-Advisory Agreement, with the proposed amendments
indicated, is attached hereto as Exhibit A.
CERTAIN INFORMATION REGARDING SOUTH AFRICAN NATIONAL LIFE ASSURANCE COMPANY
AND SANLAM ASSET MANAGEMENT
Sanlam Asset Management is an indirect wholly-owned subsidiary of the South
African National Life Assurance Company ("Sanlam"), the second largest life
assurance company in South Africa. The principal address of Sanlam is P.O. Box
1, Sanlamhof, 7532 Cape Town, South Africa. Sanlam was established in 1918 and
its primary business is the selling of life insurance and pension products. At
December 31, 1997, the aggregate assets of Sanlam exceeded R139.8 billion
(approximately US$28.7
9
<PAGE>
billion) and Sanlam employed approximately 14,300 persons. At that date,
Sanlam and its affiliates managed funds and accounts with approximately R84
billion (approximately US$17.2 billion) invested in South African equity
securities and R44 billion (approximately US$9 billion) in other interest
bearing investments. In addition to these assets, at December 31, 1997, Sanlam
managed 13 unit trusts with total assets of more than R4.7 billion
(approximately US$980 million).
The names, addresses and principal occupations of each of the directors and
the principal executive officer of Sanlam Asset Management are set forth
below.
Gerrit Erasmus Smit, 52 Gracechurch Street, London EL3V OEH, United Kingdom.
Mr. Smit, who is General Manager--International Investments of Sanlam Asset
Management, is the principal executive officer of Sanlam Asset Management.
Sir Howard Davis, CMG OBE, 7/G Jumoers Building, Rosia Road, Gibraltar, is
currently retired.
Approval of Proposal 3 requires the affirmative vote of the lesser of (i)
67% or more of the voting securities of the Fund present at the Meeting, if
the holders of more than 50% of the outstanding voting securities of the Fund
are present or represented by proxy, and (ii) more than 50% of the outstanding
voting securities of the Fund.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT THE STOCKHOLDERS OF THE
FUND VOTE FOR THE PROPOSED AMENDMENTS TO THE SUB-ADVISORY AGREEMENT.
INFORMATION ABOUT THE PRINCIPAL OFFICERS, THE INVESTMENT ADVISER, THE SUB-
ADVISER 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.
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, 47, a Vice President of ACMC since
prior to 1993; Director and a Senior Vice President of Alliance Capital
Limited ("ACL") since prior to 1993.
Mark H. Breedon, Senior Vice President, 44, a Vice President of ACMC since
prior to 1993, Director and a Senior Vice President of ACL since prior to
1993.
Francis P. Reeves, 24, Vice President, a Vice President of ACL, with which
he has been associated since March 1996. Prior thereto, he was an investment
adviser for Citibank and an assistant trader for Mitsubishi Finance
International.
10
<PAGE>
Mark D. Gersten, Treasurer and Chief Financial Officer, 47, a Senior Vice
President of Alliance Fund Services, Inc. ("AFS"), with which he has been
associated since prior to 1993.
Edmund P. Bergan, Jr., Secretary, 47, a Senior Vice President and the
General Counsel of Alliance Fund Distributors, Inc. and AFS, with which he has
been associated since prior to 1993.
The address of Messrs. Williams and Bergan is c/o Alliance Capital
Management L.P., 1345 Avenue of the Americas, New York, New York 10105. The
address of Mr. Bergel is c/o Alliance Capital Management International, 53
Stratton Street, London, W1X 6JJ. The address of Messrs. Breedon and Reeves is
c/o Alliance Capital Limited, 53 Stratton Street, London, W1X 6JJ. The address
of Mr. Gersten is c/o Alliance Fund Distributors, Inc., 500 Plaza Drive,
Secaucus, New Jersey 07094.
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-adviser is Sanlam Asset Management (Gilbraltar) Limited, with
principal offices at Suite 110, Neptune House, Marina Bay, Gilbraltar. The
Fund's administrator is Princeton Administrators L.P., with principal offices
at 800 Scudders Mill Road, Plainsboro, New Jersey 08536.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 30(h) 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, 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. For the
fiscal year ended November 30, 1997, an initial report on Form 3 was filed
late on behalf of Mr. Francis P. Reeves. The Form 3 did not relate to any
transactions.
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 November
23, 1998 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.
11
<PAGE>
According to information filed with the Securities and Exchange Commission,
as of December 31, 1997, the following persons were the beneficial owners of
more than 5% of the Fund's common stock:
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT OF BENEFICIAL PERCENT OF
OF BENEFICIAL OWNER OWNERSHIP COMMON STOCK
------------------- -------------------- ------------
<S> <C> <C>
President and Fellows of Harvard College 595,900 9.9%
c/o Harvard Management Company, Inc.
600 Atlantic Avenue
Boston, Massachusetts 02210
City of London Investment Management Company Limited 528,020 8.8%
10 Eastcheap
London EC3M IAJ
England
The State Teachers Retirement Board of Ohio 373,100 6.22%
275 East Broad Street
Columbus, Ohio 43215
Lazard Freres & Co. LLC 301,600 5.02%
30 Rockefeller Plaza
New York, New York 10020
</TABLE>
12
<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 Christina Santiago 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
March 23, 1998
New York, New York
13
<PAGE>
EXHIBIT A
SUB-ADVISORY AGREEMENT
(DIFFERENCES BETWEEN THE CURRENT SUB-ADVISORY AGREEMENT AND THE AMENDED SUB-
ADVISORY AGREEMENT PURSUANT TO PROPOSAL THREE ARE REFLECTED BY UNDERSCORING
ADDITIONS AND BRACKETING [DELETIONS])
AGREEMENT made as of the 25th day of February, 1994, as amended as of the
day of , 1998, by and among The Southern Africa Fund, Inc. (the "Fund"),
a corporation organized under the laws of the State of Maryland, Alliance
Capital Management L.P., a Delaware limited partnership (the "Investment
Manager"), and Sanlam Asset Management (Gibraltar) Limited, a corporation
organized under the laws of Gibraltar (the "Sub-Adviser").
WITNESSETH:
WHEREAS, the Fund has entered into an Investment Management Agreement (the
"Management Agreement") with the Investment Manager pursuant to which the Fund
has engaged the Investment Manager to manage the investment and reinvestment
of the Fund's assets (the "portfolio assets"); and
WHEREAS, as permitted under the Management Agreement, the Fund desires the
Investment Manager to utilize the services of the Sub-Adviser as sub-adviser
with respect to certain portfolio assets; and
WHEREAS, the Sub-Adviser is willing to perform such services on the terms
and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual agreements herein contained,
it is agreed as follows:
1. The Sub-Adviser shall furnish to the Fund and the Investment Manager
as the Fund or the Investment Manager shall reasonably require from time to
time (i) information, investment recommendations, advice and assistance
with respect to the Fund's investment in both new or outstanding, listed or
unlisted, securities of [the] Republic of South Africa [("South Africa")]
issuers within the meaning of the Fund's prospectuses dated February 25,
1994 ("South African issuers"), [(the "Prospectus"),] including data,
analyses and other information regarding particular issuers and securities
and (ii) information concerning the political situation and developments,
and economic conditions, statistics and forecasts in and for South Africa.
Information to be furnished by the Sub-Adviser to the Fund and Investment
Manager shall also include information obtained through public or private
sources concerning the integrity and standing of officials and of
particular issuers of both new and outstanding securities, their officers
and directors. The Sub-Adviser's activities under this Agreement will at
all times be subject to the supervision and direction of the Investment
Manager.
2. In consideration of the services to be performed by the Sub-Adviser
hereunder, the Sub-Adviser shall receive from the Fund a fee, calculated
and paid quarterly, at an annualized rate of
A-1
<PAGE>
.20% (.30% for periods on and after the date of approval by the Fund's
stockholders of the amendment of this Agreement to such rate) of the
greater of (i) the Fund's average weekly net assets invested in securities
of South African issuers or (ii) 90% of the Fund's average weekly net
assets. For purposes of the calculation of such fee, average weekly net
assets shall be determined on the basis of the average net assets of the
Fund for each weekly period (ending on Friday) ending during the quarter.
The net assets for each weekly period are determined by averaging the net
assets on the Friday of such weekly period with the net assets on the
Friday of the immediately preceding weekly period. When a Friday is not a
business day for the Fund, then the calculation will be based on the Fund's
net assets on the business day immediately preceding such Friday. Such fee
shall be payable in arrears on the last day of each calendar quarter for
services performed hereunder during such quarter. For purposes of this
Agreement, a business day shall be a day on which stock exchanges in the
United States are open for business. If this Agreement or an amendment
thereto with respect to the calculation of the fee payable to the Sub-
Adviser hereunder becomes effective after the beginning of a quarter, or
this Agreement terminates prior to the end of a quarter, [such]the fee for
the quarter at the proper rate in effect for any relevant portion thereof
shall be pro-rated according to the proportion which such portions of the
quarter bear[s] to the full quarter.
3. The Sub-Adviser will bear all of its expenses in connection with the
performance of its services hereunder and will from time to time at its
sole expense employ or associate with itself such persons as it believes to
be particularly fitted to assist it in the execution of its duties. The
Investment Manager will be responsible for all expenses which it has agreed
to bear pursuant to the Management Agreement.
4. The Sub-Adviser is, and at all times during the term of this Agreement
shall be, duly registered as an investment adviser under the Investment
Advisers Act of 1940 (the "Advisers Act") and not prohibited by the
Advisers Act or the Investment Company Act of 1940, as amended (the
"Investment Company Act") or the rules and regulations under such Acts,
from acting as Sub-Adviser for the Fund as contemplated by the Fund's
[P]prospectuses as referred to above and this Agreement. The Sub-Adviser
agrees that it will be in full compliance with any provisions of the
Investment Company Act and the Advisers Act, applicable to it and its
directors, officers or employees, and to interested persons with respect to
it.
5. For a period of five years following the initial effective date of
this Agreement, neither the Sub-Adviser, nor any affiliate under the
control of the Sub-Adviser, shall, without the prior written consent of the
Investment Manager, provide any services of the nature described in Section
1 hereof to any investment company which is authorized to invest 65% or
more of its assets in South African securities, the shares of which are
listed on any recognized stock exchange in the United States or any other
country outside South Africa, other than the Fund. Except as provided in
the preceding sentence, and except to the extent necessary to perform its
obligations hereunder, nothing shall be deemed to limit or restrict the
Sub-Adviser's right or the right of any of the Sub-Adviser's employees,
officers or directors, to engage in any other business or devote time and
attention to the management or other aspects of any other business, whether
of a similar or dissimilar nature and to render services of any kind to any
other trust, corporation, firm, individual or association.
6. Nothing herein shall be construed as constituting the Sub-Adviser an
agent of the Investment Manager or the Fund or requiring the Sub-Adviser to
take or refrain from taking any action that would cause the Sub-Adviser to
be in violation of the laws of South Africa or any other law applicable to
the Sub-Adviser in connection with its duties hereunder.
A-2
<PAGE>
7. The Sub-Adviser shall be entitled to rely on information reasonably
believed by it to be accurate and reliable. It is agreed that, except as
may otherwise be provided by the Investment Company Act, neither the Sub-
Adviser nor its officers, directors, employees or agents shall be subject
to any liability for any mistake of judgment or in any event whatsoever,
except for lack of good faith, provided that nothing herein shall be deemed
to protect, or purport to protect, the Sub-Adviser against any liability to
the Fund or the Investment Manager to which it would otherwise be subject
by reason of fraudulent activities, willful misfeasance, bad faith or gross
negligence in the performance of its duties hereunder, or by reason of its
reckless disregard of its obligations and duties hereunder.
8. This Agreement [shall become effective on the date on which the Fund's
pending Registration Statement on Form N-2 relating to its shares becomes
effective and] shall continue in effect until January 31, 199[6]9 and
thereafter for successive twelve month periods (computed from each February
1) provided that such continuance is specifically approved at least
annually by the affirmative vote of (i) a majority of the members of the
Fund's Board of Directors who are not parties to the Agreement or
interested persons of any such party (other than as Directors of the Fund),
cast in person at a meeting called for the purpose of voting on such
approval and (ii) the Fund's Board of Directors or the holders of a
majority of the outstanding voting securities of the Fund, and provided
further, however, that if the continuation of this Agreement is not
approved, the Sub-Adviser may continue to render the services described
herein in the manner and to the extent permitted by the Act and the rules
and regulations thereunder. This Agreement may nevertheless be terminated
at any time, without penalty, by the Fund's Board of Directors or by vote
of holders of a majority of the outstanding voting securities of the Fund,
upon sixty days' written notice delivered or sent by registered mail,
postage prepaid, to the Sub-Adviser, at its address for purposes of Section
10, or by the Sub-Adviser upon sixty days' written notice to the Investment
Manager or the Fund at the address for each of them for purposes of Section
10. Any such notice shall be deemed given when received by the addressee.
9. This Agreement may not be transferred, assigned, sold or in any manner
hypothecated or pledged by any party hereto, and this Agreement shall
terminate automatically in [any such]the event of any such transfer,
assignment, sale, hypothecation or pledge by you. The term "transfer",
"assignment" and "sale" as used in this paragraph shall have the meanings
ascribed hereto by governing law and any interpretation thereof contained
in rules or regulations promulgated by the Securities and Exchange
Commission thereunder. [It may be amended by mutual written agreement, but
only after authorization of such amendment by the affirmative vote of (i)
the holders of a majority of the outstanding voting securities of the Fund
and (ii) the Fund's Board of Directors, including a majority of the members
of the Board of Directors who are not parties to the Agreement or
interested persons of any such party (other than as Directors of the Fund),
cast in person at a meeting called for the purpose of voting on such
amendment.]
10. This Agreement and any disputes arising hereunder shall be governed
by the laws of the State of New York without any effect being given to New
York's choice of law rules, provided, however, that nothing herein shall be
construed as being inconsistent with the Investment Company Act. As used
herein the terms "interested person", "assignment", and "vote of the
holders of a majority of the outstanding voting securities" shall have the
meanings set forth in the Investment Company Act. The parties hereto hereby
consent to the jurisdiction of the state and federal courts of New York and
provide that the exclusive forum for any such disputes shall be in the
Supreme Court of the State of New York, New York County, or the United
States District Court for the
A-3
<PAGE>
Southern District of New York. Any service of process and legal papers,
including a summons and complaint and subpoenas, shall be deemed to be good
and effective service on any party hereto by both facsimile transmission of
a true copy thereof to such party at the address for the party set forth on
Attachment A hereto or to any other address of which such party shall have
notified the other parties by the foregoing procedure and by mailing a copy
thereof to such address.
IN WITNESS WHEREOF, this Agreement has been entered into the day and year
first above written.
The Southern Africa Fund, Inc.
/s/ Edmund P. Bergan, Jr.
By __________________________________
Name:
Title:
Alliance Capital Management L.P.
By Alliance Capital Management
Corporation, its General
Partner
/s/ John D. Carifa
By __________________________________
Name:
Title:
Sanlam Asset Management (Gibraltar)
Limited
/s/ Prieur de Plessis
By __________________________________
Name: Prieur du Plessis
Title:Director
A-4
<PAGE>
The Fund, the Investment Manager and the Sub-Adviser hereby agree to the
amendment of the foregoing Agreement as set forth above effective as of the
day of , 1998.
The Southern Africa Fund, Inc.
By __________________________________
Name:
Title:
Alliance Capital Management L.P.
By Alliance Capital Management
Corporation, its General
Partner
By __________________________________
Name:
Title:
Sanlam Asset Management (Gibraltar)
Limited
By __________________________________
Name:
Title:
A-5
<PAGE>
ATTACHMENT A
The Southern Africa Fund, Inc.
1345 Avenue of the Americas
New York, New York 10105
(212) 554-4639
Alliance Capital Management L.P.
1345 Avenue of the Americas
New York, New York 10105
(212) 554-4613
Sanlam Asset Management (Gibraltar) Limited
Suite 110
Neptune House
Marina Bay
Gibraltar
(350) 42500
A-6
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS PAGE
- --------------------------------------------------------------------------------
<S> <C>
Introduction.............................................................. 1
Proposal One: Election of Directors....................................... 2
Proposal Two: Ratification of Selection of Independent Auditors........... 7
Proposal Three: Approval of Amendments to the Sub-Advisory Agreement Among
the Fund, Alliance and Sanlam Asset Management........................... 7
Information About the Principal Officers, the Investment Adviser, the Sub-
Adviser and the Administrator of the Fund................................ 10
Submission of Proposals for the Next Annual Meeting of Stockholders....... 11
Other Matters............................................................. 11
Reports to Stockholders................................................... 13
Exhibit A (Sub-Advisory Agreement)........................................ A-1
</TABLE>
THE SOUTHERN AFRICA FUND, INC.
- -------------------------------------------------------------------------------
[LOGO OF ALLIANCE CAPITAL APPEARS HERE]
Alliance Capital Management L.P.
- -------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT APRIL 30, 1998
<PAGE>
APPENDIX
THE SOUTHERN AFRICA FUND, INC.
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS, APRIL 30, 1998
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints each of Christina Santiago
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 February 20, 1998 at the Annual Meeting of
Stockholders of the Fund to be held at 11:00 a.m., Eastern Time
on April 30, 1998 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, 2 AND 3.
(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 Three to serve until 2001.
T.N. Chapman, David D.T. Hatendi, Dr. Reba W. Williams
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, MARK THE "EXCEPTIONS" BOX AND WRITE THAT NOMINEE'S NAME
IN THE SPACE PROVIDED BELOW.)
*Exceptions ____________________________________________________
2. Ratification of the selection of Ernst & Young LLP as the
independent auditors for the Fund for the fiscal year ending
November 30, 1998.
FOR AGAINST ABSTAIN
/ / / / / /
3. Approval of amendments to the Sub-Advisory Agreement dated
February 25, 1994 among the Fund, Alliance Capital Management
L.P. and Sanlam Asset Management (Gibraltar) Limited.
FOR AGAINST ABSTAIN
/ / / / / /
4. 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 and/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 /
<PAGE>
Please Sign, Date and Return Promptly in the Enclosed Envelope -
No Postage is Required.
2
00250160.AZ6
