SOUTHERN AFRICA FUND INC DFRN 14A
Filing Date: 3/25/99
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TYPE: DFRN 14A
SEQUENCE: 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by Registrant [ ]
Filed by a Party other than the Registrant [X]
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 Sec. 240.14a-11(c) or Sec. 240.14a-12
SOUTHERN AFRICA FUND, INC.
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(Name of Registrant as Specified in its Charter)
Deep Discount Advisors, Inc.
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(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 Rules 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. Identify the previous filing by
registration statement number, or the form or schedule and the date of
its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
_______________________________________
(4) Date Filed:
_______________________________________
OPPOSING PROXY 1999 THE SOUTHERN AFRICA FUND,INC.
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Deep Discount Advisors, Inc.
One West Pack Square, Suite 777, Asheville, NC 28801
828-274-1863 Fax: 828-255-4834 E-mail: [email protected]
Dear Fellow Stockholders:
I am President of Deep Discount Advisors, Inc., and General Partner of Ron Olin
Investment Management Company, both registered investment advisors, which are
the Soliciting Shareholders ("Soliciting Shareholder") for this Proxy.
As long-term stockholders of The Southern Africa Fund, Inc. (the "Fund"), we are
concerned about the persistent discount from net asset value per share ("NAV")
at which shares of the Fund have traded. We are not "professional
arbitrageurs," "fund-busters," or raiders. We are fellow shareholders who
believe in good corporate governance and in maximizing shareholder value.
To help give stockholders a stronger voice on matters affecting the value of
their investments in the Fund at the 1999 Meeting of Stockholders, we intend to
nominate five persons for election as directors of the Fund. We also intend to
introduce four proposals for action by stockholders. The Fund will be
nominating its own candidates for Directors as noted in the Fund's proxy. The
meeting will be held on April 27, 1999.
The persons we intend to nominate for election as directors are: Ronald G. Olin,
Ralph W. Bradshaw, Gary A. Bentz, William A. Clark, and Gerald Hellerman. Each
is committed to exploring fully and implementing measures intended to increase
the market price of your shares and to provide you the option of receiving full
NAV for all your shares without discount. If elected, Messrs. Olin, Bradshaw,
Bentz, Clark, and Hellerman would encourage the Board of Directors to consider
and to implement a variety of actions designed to enhance stockholder value.
Some of these might include, but are not limited to:
- Significant perpetual repurchases of shares in the market, which would have
the effect of increasing NAV and the likely effect of reducing the discount;
- Delivering NAV to those shareholders who want it as soon as is practical
while minimizing the impact on those investors who may want to remain in a
closed-end fund structure;
At the meeting, we will introduce for approval by stockholders
the following proposals:
- A resolution recommending that the Board provide shareholders the option of
receiving full NAV for all their shares within two months;
- A resolution stating that it would be in the best interests of the Fund and
its stockholders for members of the Board not standing for election this year
who oppose a commitment to deliver NAV within two months to resign;
- A resolution terminating the investment advisory agreement between the Fund
and Alliance Capital Management, L.P. ("Alliance"), the Fund's investment
advisor;
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OPPOSING PROXY 1999 THE SOUTHERN AFRICA FUND,INC.
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- A resolution recommending that the Board of Directors reimburse the
Soliciting Shareholder for initial proxy communication costs limited to
printing, mailing, distribution, and tabulation of this opposing proxy, but not
reimburse legal or solicitor costs.
A discussion of various issues, pro and con, related to the possible
implementation of some of these resolutions is included in the proxy under the
respective sections dealing with each proposal.
We believe that both the manager of the Fund, Alliance, and the Fund's Board of
Directors have been unresponsive to the legitimate concerns of long-term
stockholders about the discount. Moderate share buybacks or implementation of a
limited tender offer mandated by the prospectus are not adequate measures.
Consequently, we believe that the only way to assure that stockholder interests
are given primary consideration is through significant stockholder
representation on the Board of Directors. We are not interested in competing
for the Fund's advisory contract and would not agree to be the replacement for
Alliance as manager if the Termination Proposal were passed.
Don't let the Fund's proxy confuse the issues for you. On 11/30/98, when the
market price of the shares was $10.06, the shareholders had collectively made
only about $19 million on their $91 million investment over four years while
paying out almost $18 million in advisory fees, director fees, underwriting fees
and other expenses. As of 11/30/98 the net asset value of the shares was
$12.20, representing a discount of $2.14 per share or a +21% immediate gain to
the shareholders if the discount were eliminated. The discounts continue to
persist and to fluctuate. As recently as January 29, 1999, the discount was
$2.60 per share, equivalent to a +28% gain if eliminated. On February 26, 1999,
the discount of $1.89 represented a potential +19% gain. We believe that if we
lose this proxy contest, the discounts may well return to the higher levels
experienced earlier this year and last year. We believe Alliance and the
current Board are standing in the way of giving shareholders the option of
realizing full value for all their shares. In our opinion, claims of good
relative portfolio performance (NAV performance) are irrelevant if the
shareholders have not made a decent return on their investment based on the
market price of the shares.
Please read between the lines before you vote on all the issues presented to
you. By almost any objective standard, this has not been a good investment for
shareholders but has been a great investment for Alliance. Effective methods of
delivering net asset value to shareholders and enhancing the market value of the
shares are likely to reduce the size of the fund and the corresponding
management fees. Alliance has made a business decision concerning the balance
between their well being and the well being of the shareholders. Shareholders
need to do the same for themselves.
Our proposals are designed to deliver a wake-up call from the shareholders to
the Board and Alliance. Our director nominees, if elected, will be relentless
in working with the rest of the Board to implement the recommendations of the
shareholders. Tell the Board you want the option to receive full net asset
value for your shares within two months. Tell the Board you don't want
Directors to remain who oppose the wishes of the shareholders. Tell Alliance
that you don't want them to remain as your Advisor/Manager if the Directors
won't give you an option to receive full value for your shares.
We do not intend to spend a lot of money on expensive lawyers, multiple
mailings, and proxy solicitors who will call you on the telephone and try to
influence your vote. Indeed, the Fund has committed to spend our money, and
yours, to do exactly that on their behalf. They will spare no expense to make
it as easy as possible for you to record your vote for management and the status
quo. We believe the status quo is your enemy here. You have a chance to vote
your own pocketbook. We represent substantial shareholder interests and, if you
elect us, we will represent your interests as shareholders. Please vote and
return the green proxy card.
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OPPOSING PROXY 1999 THE SOUTHERN AFRICA FUND,INC.
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Please read the attached Proxy Statement carefully. It contains additional
information about the persons we plan to nominate for election as directors and
the proposals we plan to introduce.
To enable us to vote your shares on these issues, PLEASE MARK, SIGN, and DATE
AND RETURN THE ENCLOSED [GREEN] PROXY CARD IN THE POSTAGE PRE-PAID ENVELOPE THAT
HAS BEEN PROVIDED. You may vote on all proposals contained in the Fund's
[WHITE] proxy card by using the enclosed [GREEN] proxy card. Instructions for
executing the [GREEN] proxy card follow below.
If you have already returned the [WHITE] proxy card sent to you by the Fund, you
may revoke that proxy and vote for our nominees and proposals by marking,
signing, dating and mailing a later dated [GREEN] proxy card.
AFTER SUBMITTING A [GREEN] PROXY CARD, PLEASE DO NOT RETURN A [WHITE] PROXY CARD
(EVEN IF YOU ARE VOTING AGAINST THE NOMINEES NAMED IN THE FUND'S PROXY
STATEMENT). DOING SO WILL REVOKE YOUR [GREEN] PROXY CARD.
If you have any questions, please call me at (828) 274-1863
Sincerely yours,
Ronald G. Olin
TO SUPPORT OUR EFFORTS TO ENHANCE STOCKHOLDER VALUE, PLEASE MARK, DATE, SIGN AND
RETURN THE ENCLOSED [GREEN] PROXY CARD USING THE ENCLOSED POSTAGE PRE-PAID
ENVELOPE.
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OPPOSING PROXY 1999 THE SOUTHERN AFRICA FUND,INC.
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VOTING INFORMATION
The Fund's proxy materials also include proposals relating to the election of
Directors and the ratification of the selection of the Fund's independent
auditors. You may vote on all of the matters contained in the Fund's proxy
statement by completing and returning the enclosed [GREEN] proxy card.
The Soliciting Shareholder is not making any recommendation as to how you should
vote on ratification of the selection of the Fund's independent auditors.
A [GREEN] proxy card which is returned to the Soliciting Shareholder or its
agent will be voted as you indicate on the card. If a [GREEN] proxy card is
returned without indicating how to vote on a matter, your shares will be voted
FOR the election of our nominees, FOR the proposal recommending that the Board
provide shareholders the option of receiving full NAV for all their shares
within two months, FOR the proposal recommending that members of the Board not
standing for election this year who oppose a commitment to deliver NAV within
two months resign, FOR the proposal recommending that the Board of Directors
reimburse the Soliciting Shareholder for initial proxy communication costs
limited to printing, mailing, distribution and tabulation of this opposing
proxy, and will ABSTAIN on the proposal to ratify the selection of the Fund's
independent auditors. All other stockholder proposals contained in this proxy
or introduced at the meeting for which you have not indicated your preference
will be voted at the time of the meeting by the Soliciting Shareholder in
accordance with the best interests of the stockholders in the sole judgement and
opinion of the Soliciting Shareholder.
If you have already returned the [WHITE] proxy card that was sent to you by the
Fund, you may revoke that proxy and vote for the Soliciting Shareholder's
nominees and proposals by marking, signing, dating and mailing a later dated
[GREEN] proxy card.
Completing and returning a [WHITE] proxy card, even to vote against the nominees
named in the Fund's proxy statement, after you return the enclosed [GREEN] proxy
card will revoke the proxy given in the [GREEN] card.
Therefore, DO NOT return a [WHITE] proxy card after returning the [GREEN] card,
unless you wish to completely cancel ALL of your choices on the [GREEN] proxy
card.
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OPPOSING PROXY 1999 THE SOUTHERN AFRICA FUND,INC.
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PROXY STATEMENT IN OPPOSITION
TO SOLICITATION BY THE BOARD OF DIRECTORS OF THE SOUTHERN AFRICA FUND, INC.
ANNUAL MEETING OF STOCKHOLDERS
To be held on April 27, 1999
This proxy statement and the enclosed [GREEN] proxy card are being furnished to
holders of record on January 29, 1999 (the "Record Date") of shares of common
stock, par value $.01 per share (the "Common Stock"), of The Southern Africa
Fund, Inc., a Maryland corporation (the "Fund"), by Deep Discount Advisors, Inc.
and Ron Olin Investment Management Company, both registered investment advisors,
(the "Soliciting Shareholder"), in connection with the solicitation of proxies
by the Soliciting Shareholder for use at the 1999 Annual Meeting of the Fund to
be held on April 27, 1999, at the offices of the Fund, 1345 Avenue of the
Americas, 41st Floor, New York, New York 10105, at 11:00 a.m., New York time.
The principal executive offices of the Fund are located at 1345 Avenue of the
Americas, New York, New York 10105. The Soliciting Shareholder is soliciting a
proxy to vote your shares at the 1999 Annual Meeting of Stockholders of the Fund
and at any and all adjournments or postponements of the meeting. The Fund has
been properly notified of the Soliciting Shareholder's intent to solicit proxies
on its own behalf, and the Soliciting Shareholder intends to send its opposing
proxy to a sufficient number of the Fund's shareholders to pass all proposals.
This proxy statement and the enclosed [GREEN] proxy card are first being sent to
stockholders of the Fund on or about April 5, 1999.
INTRODUCTION
There are two routine matters that the Fund has scheduled to be voted on at the
meeting:
1. The election of five persons to serve as directors of the Fund;
2. The ratification of the selection by the Board of Directors of Ernst & Young
LLP as the independent auditors of the Fund for the fiscal year ending November
30, 1999.
With respect to these matters, the Soliciting Shareholder is soliciting a proxy
to vote your shares:
- IN FAVOR of the election of five persons whom the Soliciting Shareholder
intends to nominate for election as directors of the Fund; and
the Soliciting Shareholder is making no recommendation on how shares should be
voted on the ratification of the selection of the Fund's independent auditors
and will ABSTAIN if no preference is indicated.
The Soliciting Shareholder is also soliciting your proxy to vote your shares on
the following proposals, which it intends to introduce at the meeting:
3. A stockholder proposal recommending that the Board provide shareholders the
option of receiving full NAV for all their shares within two months;
4. A stockholder proposal recommending that members of the Board not standing
for election this year who oppose a commitment to deliver NAV within two months
should resign;
5. A stockholder proposal terminating the investment advisory agreement between
the Fund and Alliance Capital Management, L.P. ("Alliance"), the Fund's
investment advisor; and
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OPPOSING PROXY 1999 THE SOUTHERN AFRICA FUND,INC.
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6. A stockholder proposal recommending that the Board of Directors reimburse
the Soliciting Shareholder for initial proxy communication costs limited to
printing, mailing, distribution, and tabulation of this opposing proxy.
How Proxies Will Be Voted
All of the proposals scheduled by the Fund to be voted on at the meeting are
included in the enclosed [GREEN] proxy card. If you wish to vote IN FAVOR of
our nominees, and FOR any of the other proposals, you may do so by completing
and returning a [GREEN] proxy card.
If you return a [GREEN] proxy card to the Soliciting Shareholder or its agent,
your shares will be voted on each matter as you indicate. If you do not
indicate how your shares are to be voted on a matter, they will be voted FOR the
election of our nominees, FOR the proposal recommending that the Board provide
shareholders the option of receiving full NAV for all their shares within two
months, FOR the proposal recommending that members of the Board not standing for
election this year who oppose a commitment to deliver NAV within two months
resign, and FOR the proposal recommending that the Board of Directors reimburse
the Soliciting Shareholder for initial proxy communication costs limited to
printing, mailing, distribution and tabulation of this opposing proxy. If you
do not indicate how to vote on the ratification of the selection of the Fund's
independent auditors, your shares will be voted TO ABSTAIN on that matter. All
other stockholder proposals contained in this proxy or introduced at the
meeting, including the proposal to terminate the investment advisory agreement,
will be voted at the time of the meeting by the Soliciting Shareholder in
accordance with the best interests of the stockholders, in the sole judgement
and opinion of the Soliciting Shareholder. If you return a [GREEN] proxy card,
you will be granting the persons named as proxies discretionary authority to
vote on any other matters of which they are not now aware that may come before
the meeting. These may include, among other things, matters relating to the
conduct of the meeting and proposals of other stockholders.
Voting Requirements
Only stockholders of record on the Record Date are entitled to vote at the
meeting. According to the Fund's proxy statement, there were 6,007,100 shares
of Common Stock issued and outstanding on the Record Date. Holders of record on
the Record Date will be entitled to cast one vote on each matter for each share
of Common Stock held. Directors of the Fund are elected by a plurality of the
votes cast. Ratification of the selection of the Fund's independent auditors
and approval of stockholder proposals numbered 3, 4, and 6 described in this
proxy statement each require the affirmative vote of a majority of the shares
voting on the matter. The Contract Termination Proposal, Proposal 5, requires
the vote of a majority of the outstanding voting securities of the Fund, as
defined by the Investment Company Act of 1940 (the "1940 Act"). This majority
means the lesser of: (1) 67% or more of the Common Stock of the Fund present at
the meeting, if the holders of more than 50% of the outstanding Common Stock are
present or represented by proxy; or (2) more than 50% of the outstanding Common
Stock.
In tallying stockholder votes, abstentions and "broker non-votes" (i.e., shares
held by brokers or nominees as to which (a) instructions have not been received
from the beneficial owners or persons entitled to vote and (b) the broker or
nominee does not have discretionary voting power on a particular matter) will be
counted for purposes of determining whether a quorum is present for purposes of
convening the meeting. Abstentions and broker non-votes will have no effect on
the election of directors. The five nominees receiving the largest number of
votes will be elected to serve as directors of the Fund. In addition,
abstentions and broker non-votes are not considered votes "cast" and thus, will
have no effect on any proposal other than the Contract Termination Proposal,
Proposal 5, in which case they will have the same effect as "no" votes.
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OPPOSING PROXY 1999 THE SOUTHERN AFRICA FUND,INC.
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The presence, in person or by proxy, of the holders of more than 50% of the
shares of Common Stock of the Fund entitled to vote at the meeting will
constitute a quorum for the transaction of business. If a quorum is not present
at the meeting, or if a quorum is present but sufficient votes to approve any of
the stockholder proposals are not received, the persons named as proxies may
propose one or more adjournments of the meeting to permit further solicitation
of proxies. The proxies may also propose an adjournment for other reasons. Any
adjournment will require the affirmative vote of a majority of those shares
present at the meeting in person or by proxy. If an adjournment of the meeting
is proposed, the persons named as proxies on the [GREEN] proxy card will vote
for or against such adjournment in their discretion.
Revocation of Proxies
You may revoke any proxy you give to management or the Soliciting Shareholder at
any time prior to its exercise in the following ways:
Deliver a written revocation of your proxy to the Secretary of the Fund;
Execute and deliver a later dated proxy to the Soliciting Shareholder or to the
Fund or our respective agents; or
Vote in person at the meeting. (Attendance at the meeting will not in and of
itself revoke a proxy.)
There is no limit on the number of times you may revoke your proxy prior to the
meeting. Only the latest dated, properly signed proxy card will be counted.
INFORMATION CONCERNING THE SOLICITING SHAREHOLDER
The beneficial shareholders making this solicitation are Deep Discount Advisors,
Inc. and Ron Olin Investment Management Company, both registered investment
advisors. These companies presently manage investment portfolios having assets
in excess of $180 million.
The address of the Soliciting Shareholder is One West Pack Square, Suite 777,
Asheville, NC 28801.
As of the Record Date, the Soliciting Shareholder has the beneficial ownership
of 273,077 shares of Common Stock of the Fund, held by principals and clients of
the companies and representing approximately 4.5% of the issued and outstanding
shares of Common Stock of the Fund.
Exhibit 1 to this proxy statement contains a schedule showing the purchases and
sales of Common Stock of the Fund by the Soliciting Shareholder within the past
two years.
The Soliciting Shareholder has made the decision to seek Board representation
after an extended period of unsatisfactory shareholder results. Moreover, it
believes effective measures have not been taken by Alliance nor has there been
effective direction by the current Board to deal with the persistent discount to
NAV at which the Fund's shares trade on the open market.
REASONS FOR THE SOLICITATION
In our view, management has not taken meaningful steps to enhance stockholder
value. For this reason, the Soliciting Shareholder is soliciting your vote to
elect Messrs. Olin, Bradshaw, Bentz, Clark, and Hellerman to the Board of
Directors and to approve various stockholder proposals, which it believes will
enhance stockholder value.
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OPPOSING PROXY 1999 THE SOUTHERN AFRICA FUND,INC.
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The election of Messrs. Olin, Bradshaw, Bentz, Clark, and Hellerman as directors
will provide stockholders with an independent voice on important matters
affecting the Fund. Their election will give the Board a new perspective and
will help assure that measures intended to benefit stockholders are more
actively considered. The approval of various proposals will also further these
goals to the extent that they may result in:
- Delivering an option to shareholders to receive full net asset value for
their shares;
- Enhancing both net asset value and market value of the Fund's shares through
aggressive, perpetual buybacks of shares in the market;
- Implementation of new investment advisory arrangements with an investment
advisor that is committed to enhancing value for stockholders; and
- Greater stockholder guidance to the Board, enhancing its ability to act in
the best interests of stockholders.
If you share these goals, we urge you to vote for our nominees and proposals,
using the enclosed [GREEN] proxy card.
CERTAIN CONSIDERATIONS
In deciding whether to give the Soliciting Shareholder your proxy, you should
consider the following information.
Even if its nominees are elected and its proposals are approved by stockholders,
there can be no assurance that the full Board of Directors will take any actions
that it may advocate or that such actions, if taken, will achieve their intended
goals. Its nominees will, if elected, represent only five of the Fund's
thirteen directors, absent the resignation of any Class II or Class III
directors.
Implementation of certain Board actions may require stockholder approval, and no
assurance can be given that such approval will be obtained. In addition,
various costs, which would be borne indirectly by stockholders, may be
associated with certain actions, including but not limited to those associated
with holding a special meeting of stockholders.
The Soliciting Shareholder believes that all stockholders of the Fund will
benefit if any actions taken to improve stockholder value or to reduce or
eliminate the discount from NAV are successful. However, the Soliciting
Shareholder is paid fees by its clients who hold shares of the Fund. These fees
will be greater if the value of the Fund's shares increase and, in some cases,
are based upon the performance of the client's account.
If the Contract Termination Proposal is approved, it will be necessary for the
Fund to retain a new investment advisor and obtain approval of an investment
advisory agreement with the new advisor by the Board of Directors of the Fund,
including the vote of a majority of the directors who are not "interested
persons" of the Fund as defined by the 1940 Act, and by stockholders of the
Fund. No assurance can be given that a new advisor will be identified or
approved prior to the date as of which the investment advisory agreement with
Alliance Capital Management, L.P. terminates. In such event, the Fund might
have to implement interim arrangements to assure continued management of the
Fund's assets, which might require the issuance of an order by the Securities
and Exchange Commission (and of which there can be no assurance).
Alternatively, the Board of Directors or officers of the Fund would have to
manage the Fund's investment portfolio.
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OPPOSING PROXY 1999 THE SOUTHERN AFRICA FUND,INC.
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Ron Olin and Deep Discount Advisors, Inc. are parties to a pending legal action
involving a closed-end fund. These actions are described in Exhibit 2. In that
action, the closed-end fund alleged that the Soliciting Shareholder had violated
certain provisions of the Federal securities laws in connection with the
solicitation of proxies. Both Ron Olin and Deep Discount Advisors, Inc.
vigorously denied the allegation and moved for dismissal. A dismissal has
subsequently been agreed to by the parties and final details are in preparation.
ELECTION OF DIRECTORS
At the meeting, stockholders will have the opportunity to elect five persons as
directors of the Fund. The Fund currently has a total of thirteen directors,
divided into three classes. There are presently four Class I directors, whose
terms expire in 1999, five Class II directors, whose terms expire in 2000, and
four Class III directors, whose terms expire in 2001. Four persons elected as a
director at the meeting will be Class I directors whose terms will expire in
2002, and one person elected as a director will be a Class III director whose
term will expire in 2001. The Fund will be nominating its own candidates for
Directors as noted in the Fund's proxy.
The Soliciting Shareholder will nominate Messrs. Olin, Bradshaw, Bentz, and
Clark for election as Class I directors of the Fund, and nominate Mr. Hellerman
for election as a Class III director. Information about the nominees is as
follows:
Name, Business Address Age Principal Business Occupations
Ronald G. Olin 53
One West Pack Square
Suite 777
Asheville, NC 28801 Mr. Olin is President and Chief Executive
Officer of Deep Discount Advisors, Inc.and
General Partner of Ron Olin Investment
Management Co. Both firms are registered
investment advisors specializing in
investments in closed-end funds. Prior
to founding these investment management
firms, Mr. Olin was a senior manager with
IBM supporting government software
contracts with the N.A.S.A. and D.O.D. He
currently serves as Chairman of the Board
of Clemente Global Growth Fund, a NYSE
Traded closed-end fund with an
internationally diversified portfolio, and
as a Director on the Board of The Austria
Fund, Inc., a NYSE-traded closed-end fund
managed by Alliance Capital.
Number of Shares Owned Directly or
Indirectly As of January 29, 1999 2,000
Ralph W. Bradshaw 48
One West Pack Square
Suite 777
Asheville, NC 28801 Mr. Bradshaw has served as Vice President
and Secretary of Deep Discount Advisors,
Inc., a registered investment advisor
specializing in closed-end fund
investments, for over five years. During
that period he has also provided financial
consulting services in the area of closed-
end funds. In previous years, he has held
various managerial positions.
Mr. Bradshaw currently serves as a
Director on the Boards of Clemente Global
Growth Fund and The Austria Fund, both
NYSE-traded closed-end funds.
Number of Shares Owned Directly or
Indirectly As of January 29, 1999 200
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OPPOSING PROXY 1999 THE SOUTHERN AFRICA FUND,INC.
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Gary A. Bentz 42
One West Pack Square
Suite 777
Asheville, NC 28801 Mr. Bentz has served as Vice President and
Chief Financial Officer of Deep Discount
Advisors, Inc., a registered investment
advisor specializing in closed-end fund
investments, for over five years. He has
also provided financial accounting,
investment analysis and consulting services
to companies and private investors for the
last 13 years. After commencing his career
with Arthur Andersen & Co., Mr. Bentz held
various financial managerial positions in
industry. He currently serves as a
Director on the Boards of Clemente Global
Growth Fund and The Austria Fund, both
NYSE-traded closed-end funds.
Number of Shares Owned Directly or
Indirectly As of January 29, 1999 600
William A. Clark 53
One West Pack Square
Suite 777
Asheville, NC 28801 Since 1995 Mr. Clark has served as Director
of Research for Deep Discount Advisors, a
registered investment advisor specializing
in closed-end fund investment, in addition
to providing consulting services in closed
-end fund portfolio management. Mr. Clark
has served as an investment analyst and
advisor to private clients for over 17
years. Before joining Deep Discount
Advisors, Mr. Clark served in various
managerial positions, and provided
financial services to banks,
telecommunications/software companies,
private investors, and regional developers.
During this period, he also served as CFO
of a company in the energy related
business. Mr. Clark currently serves as a
Director on the Board of The Austria Fund,
Inc., a NYSE-traded closed-end fund
managed by Alliance.
Number of Shares Owned Directly or
Indirectly As of January 29, 1999 900
Gerald Hellerman 61
10965 Eight Bells Lane
Columbia, Maryland 21044 Since 1993, Mr. Hellerman has served as the
managing director of Hellerman Associates,
which provides financial consulting and
litigation support services primarily in
government related matters. From 1976 to
1993, Mr. Hellerman was the Chief Financial
Analyst for the Antitrust Division of the
United States Department of Justice. He is
a Trustee of Third Trust, Third Avenue
Value Fund, Third Avenue Small Cap Value
Fund, Third Avenue High Yield Fund, and
Third Avenue Real Estate Value Fund which
are registered open-end investment
companies. Mr. Hellerman currently serves
as a Director on the Board of Clemente
Global Growth Fund, a NYSE-traded closed
-end fund with an internationally
diversified portfolio.
Number of Shares Owned Directly or
Indirectly As of January 29, 1999 0
10
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OPPOSING PROXY 1999 THE SOUTHERN AFRICA FUND,INC.
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Messrs. Olin, Bradshaw, Bentz, and Clark are affiliated with the company Deep
Discount Advisors, Inc. and several of them serve on the Boards of Directors of
other closed-end funds as noted in their biographical information.
As previously noted, Deep Discount Advisors and Ron Olin Investment Management
Company are deemed to own beneficially 273,077 shares of Common Stock,
representing approximately 4.5 % of the shares outstanding on the Record Date,
January 29, 1999.
Directors of the Fund who are not affiliated with Alliance Capital Management,
L.P. receive an annual stipend for serving on the Board and its committees, an
additional sum for each Board meeting which they attend, and reimbursement for
out-of-pocket expenses in connection with their attendance at directors'
meetings. According to the Fund's Proxy statement, Directors not affiliated
with Alliance received total compensation up to a maximum of $10,000 for the
fiscal year ending November 30, 1998. The Fund does not pay any pension or
other benefits to its directors.
Other than fees that may be payable by the Fund to its directors, none of the
nominees named above has any arrangement or understanding with any person with
respect to any future employment by the Fund or by any affiliate of the Fund.
The persons named as proxies in the enclosed [GREEN] proxy card intend, in the
absence of contrary instructions, to vote all proxies they are entitled to vote
IN FAVOR of the election of the five nominees named above. Each nominee has
consented to stand for election and to serve if elected. If any nominee is
unable to serve, an event not now anticipated, the proxies will be voted for
such other person, if any, as is designated by the persons named as proxies.
Information regarding the persons now serving as directors and officers of the
Fund, and additional information regarding the Fund, is contained in the Fund's
proxy statement.
STOCKHOLDER PROPOSALS
The Soliciting Shareholder intends to introduce the following four proposals at
the meeting:
PROPOSAL THREE - SHAREHOLDER OPTION TO RECEIVE FULL NET ASSET VALUE
At the meeting, the Soliciting Shareholder intends to introduce the following
resolution for approval by the stockholders:
- RESOLVED: That the stockholders hereby recommend that the Board of
Directors take whatever steps necessary to provide all shareholders the option
of receiving full Net Asset Value (NAV) for their shares within two months (60
days) of the date of the 1999 Annual meeting.
Existing shareholders have endured a long-lasting and persistent discount in the
market value of their shares. The Board has it within its power to provide
shareholders the option of receiving full net asset value for their shares, less
any associated costs, in a timely manner, without any further shareholder
approvals. Examples of how this could be done include having the Fund do a full
tender offer for all its shares at NAV for cash or offering shareholders the
option of receiving an in-kind, proportionate distribution of their share of the
Fund's portfolio. Both techniques have been done successfully in the past by
other closed-end funds. Any such undertaking could be designed to minimize the
impact and costs to those shareholders wishing to retain the Fund's current
structure.
Alliance and the Directors have taken the position that if such an option is
provided to shareholders, they may take advantage by redeeming on the order of
70% of the Fund's shares. They imply this would be bad
11
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OPPOSING PROXY 1999 THE SOUTHERN AFRICA FUND,INC.
- -------------------------------------------------------------------------------
for the remaining
shareholders because it would adversely affect the Southern African equity
markets, upset the Fund's investment strategy, and increase the expense ratio.
The Soliciting Shareholder doubts such a massive redemption would occur, or even
if it did, that $60 to $70 million in capital outflow would seriously effect the
Southern African equity markets. Furthermore, even if their estimate were
correct, is it really appropriate to hold over two thirds of the assets hostage
to a minority interest who wishes to maintain the current Fund size at any cost?
On the contrary, the Soliciting Shareholder believes that it would benefit the
remaining shareholders to have a leaner, reduced size, more economically viable
Fund in which those shareholders willing to sell their shares at a discount were
gone. A major reduction in Alliance's fee income should not be a consideration
of the Directors in refusing to satisfy the wishes of an acknowledged majority
of its shareholders.
Such actions as recommended in this proposal would likely require exemptive
relief from the SEC to permit participation by those shareholders who own more
than 5% of the Fund. A tender offer, which would require the liquidation of
some portion of the Fund's portfolio could create tax liabilities for those
remaining in the Fund. An in-kind distribution would NOT have tax consequences
for those remaining in the Fund; those electing to take an in-kind distribution
could have tax liabilities from the distribution. If the Fund becomes
significantly smaller through one of these actions, it is possible that certain
fixed expenses of the Fund would increase the expense ratio for remaining
shareholders, although within certain limits we believe that much can be done to
adjust fixed expenses to match the size of the Fund. Also, it is possible that
if most of the shareholders elect to participate, the Fund might become so small
that it would be impractical to operate. As would be the case with massive
redemptions after an open-ending or alternative measure, a merger or liquidation
of the Fund might then become necessary. Finally, any measure designed to
provide full NAV to shareholders, net of associated expenses, would be subject
to the prevailing market conditions at the time the measure is implemented,
consequently, actual NAV will be dependent on prevailing market conditions. If
there are any securities held by the Fund which are highly illiquid, these may
require a longer time to liquidate without adversely affecting the related
market price of the security. It is also possible that certain strategies which
might be adopted by the Fund to provide NAV to shareholders might require longer
than sixty days in order to assure prudent financial management of the
liquidation.
PROPOSAL FOUR - RESIGNATION OF DIRECTORS OPPOSING SHAREHOLDER OPTION TO RECEIVE
NET ASSET VALUE FOR THEIR SHARES
At the meeting, the Soliciting Shareholder intends to introduce the following
resolution for approval by the stockholders:
- RESOLVED: That it would be in the best interests of the Fund and its
stockholders for all Directors not standing for election at the 1999 Annual
Meeting who oppose the resolution to deliver full Net Asset Value (NAV) to all
shareholders within 60 days of the date of the 1999 Annual Meeting to resign,
and that the stockholders hereby recommend that such Directors resign their
positions as Directors of the Fund.
Directors need to be responsible to the wishes of the shareholders, even if it
conflicts with the financial interests of the Fund manager and reduces the
manager's fees. Directors who oppose an approved resolution of the shareholders
and refuse to act on such a resolution should be held accountable to those
shareholders and, in our opinion, should resign their position. Staggered Board
terms make it possible for a majority of directors to ignore the shareholders
for a period of time. Just because it is possible does not make it right, and
the Soliciting Shareholder believes that those shareholders who desire the
option of receiving full net asset value for their shares should speak out by
voting for the above resolution.
12
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OPPOSING PROXY 1999 THE SOUTHERN AFRICA FUND,INC.
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PROPOSAL FIVE - CONTRACT TERMINATION PROPOSAL
At the meeting, the Soliciting Shareholder intends to introduce the following
resolution for consideration by the stockholders:
- RESOLVED: That the advisory contract between the Fund and Alliance Capital
Management L.P. be terminated within sixty (60) days as provided for in the
Investment Company Act of 1940.
The Fund's reports indicate that on 11/30/98, when the market price of the
shares was $10.06, the shareholders had collectively made only about $19 million
on their $91 million investment over four years while paying out almost $18
million in advisory fees, director fees, underwriting fees and other expenses.
As of 11/30/98 the net asset value of the shares was $12.20, representing a
discount of $2.14 per share or a +21% immediate gain to the shareholders if the
discount were eliminated. The discounts continue to persist and to fluctuate.
As recently as January 29, 1999, the discount was $2.60 per share, equivalent to
a +28% gain if eliminated. On February 26, 1999, the discount of $1.89
represented a potential +19% gain. We believe that if we lose this proxy
contest, the discounts may well return to the higher levels experienced earlier
this year and last year. The Soliciting Shareholder believes that claims of
good relative portfolio performance (NAV performance) are irrelevant if the
shareholders have not made a decent return on their investment based on the
market price of the shares.
Shareholders who believe that Alliance, its management fees, and its influence
on the Board are a large part of the problem in getting the Board to give
shareholders the option of receiving full net asset value for their shares
should consider voting in favor of this proposal. Moreover, if the Soliciting
Shareholder is given sufficient discretionary voting authority on this proposal
by virtue of shareholders returning the [GREEN] proxy with this proposal
unmarked, it will determine at the time of the meeting whether or not
termination of the Alliance contract, or the threat of it, combined with other
actions taken or promised by Alliance and the Board, will be in the best
interests of shareholders. The Soliciting Shareholder believes that a large
discretionary vote on the [GREEN] proxy may give it the leverage to overcome a
possible unwillingness of Alliance and the other Directors to follow shareholder
direction on the other proposals.
If this proposal is approved by stockholders, the Fund's investment advisory
agreement with Alliance Capital Management, L.P. will be required to be
terminated. The Soliciting Shareholder believes that Alliance Capital
Management, L.P. may be the primary impediment to allowing shareholders the
option to receive full Net Asset Value (NAV) for their shares. Although passage
of this proposal would not directly result in achieving this goal, it will
encourage the Board of Directors to seek a new investment advisor who is
committed to enhancing stockholder value.
In the event this proposal is approved by stockholders, it will be necessary for
the Board of Directors, including a majority of the directors who are not
"interested persons" (as defined by the 1940 Act) of the Fund, to approve an
investment advisory agreement with a new investment advisor to assure continuity
of services to the Fund. This new advisory agreement will also have to be
approved by stockholders of the Fund prior to its effectiveness. If a new
advisory agreement is not approved by stockholders and directors and implemented
prior to the effective date of the termination of the present investment
advisory agreement, it is possible that there will be a period of time during
which the Fund will not have an independent investment advisor responsible for
the management and supervision of its investment portfolio.
PROPOSAL SIX - LIMITED REIMBURSEMENT OF CERTAIN EXPENSES OF THE SOLICITING
SHAREHOLDER
At the meeting, the Soliciting Shareholder intends to introduce the following
resolution for approval by the stockholders:
13
<PAGE>
OPPOSING PROXY 1999 THE SOUTHERN AFRICA FUND,INC.
- -------------------------------------------------------------------------------
- RESOLVED: That the stockholders hereby recommend that the Board of Directors
authorize and direct the officers of the Fund to reimburse the Soliciting
Shareholder for such reasonable fees and expenses associated with the initial
proxy communication, including only printing, mailing, distribution, and
tabulating costs, but not including attorneys fees, legal fees, or other
solicitation fees.
The Soliciting Shareholder believes that the election of its nominees as
directors of the Fund and the approval of the stockholder proposals it intends
to introduce will benefit the Fund and its stockholders. For this reason, it
intends to seek reimbursement to the maximum extent permitted by law of the
reasonable fees and expenses incurred in connection with providing these choices
to shareholders and believes that reimbursement by the Fund would be
appropriate. However, the Soliciting Shareholder does not believe that outside
lawyer costs, hired solicitor costs, telephone solicitations, special overnight
mailing costs, and various other expensive techniques often used in proxy
contests should be paid for by shareholders. It is not right to charge the
shareholders these costs whether they are incurred by the Soliciting Shareholder
or whether they are incurred by the Fund in an attempt to entrench the incumbent
manager or Board.
The Fund opposes this limited reimbursement to the Soliciting Shareholder yet
has indicated that it will pay a fee of $75,000 plus reimbursement of out-of-
pocket expenses to an outside proxy solicitor. Long-distance telephone charges
and overnight mailings could materially increase the shareholder money spent by
the existing Board on this proxy contest. In contrast, the soliciting
shareholder intends to bear its own attorney fees, legal fees, and extraordinary
solicitation fees and is only requesting reimbursement of $15,000 or so for the
costs of simply communicating these choices to shareholders. Shareholders
should look closely at who is delivering value for their money and who has their
best interests in mind.
PRINCIPAL HOLDERS OF VOTING SECURITIES
According to the Fund's proxy statement, as of December 31, 1998: (i) City of
London Investment Group PLC, City of London Invesment Management Company
Limited, and City of London Unit Trust Managers Limited, all located at 10
Eastcheap, London EC3MILX England, together owned 741,196 shares, approximately
12.34% of the outstanding Common Stock of the Fund; (ii) The State Teachers
Retirement Board of Ohio, 275 East Broad Street, Columbus, Ohio 43215, owned
610,900 shares, approximately 10.17% of the outstanding Common Stock of the
Fund; (iii) Lazard Freres & Co. LLC, 30 Rockefeller Plaza, New York, New York
10020, owned 407,300 shares, approximately 6.78% of the outstanding Common Stock
of the Fund; (iv) President and Fellow of Harvard College, 600 Atlantic Avenue,
Boston, Massachusetts 02210, owned 348,700 shares, approximately 5.81% of the
outstanding Common Stock of the Fund; and (v) no other person owned of record
or, to the knowledge of the Fund, beneficially owned more than 5% of the
outstanding Common Stock.
According to the Fund's proxy statement, the directors and officers of the Fund,
as a group owned less than 1% of the outstanding shares of the Fund.
THE SOLICITATION
Deep Discount Advisors, Inc. and Ron Olin Investment Management Company
(Soliciting Shareholder) are making this solicitation.
Banks, brokerage houses and other custodians, nominees and fiduciaries will be
requested to forward this proxy statement and the enclosed [GREEN] proxy card to
the beneficial owners of shares of Common Stock for whom they hold shares of
record. The Soliciting Shareholder will reimburse these organizations for their
reasonable out-of-pocket expenses.
14
<PAGE>
OPPOSING PROXY 1999 THE SOUTHERN AFRICA FUND,INC.
- -------------------------------------------------------------------------------
The Soliciting Shareholder will bear all of the fees and expenses related to
this proxy solicitation except to the extent that it seeks and obtains
reimbursement. It intends to seek reimbursement of certain reasonable printing,
mailing, distribution, and tabulating costs from the Fund and will propose at
the meeting that stockholders authorize and direct such reimbursement. It is
estimated that the total amount of fees and expenses, including lawyers and
proxy advisors, will not exceed $70,000, of which none has been disbursed to
date. However, it is estimated that the amount of limited reimbursement sought
from the Fund will likely not exceed $15,000.
The Soliciting Shareholder is not and, within the past year, has not been a
party to any contract, arrangement or understanding with any person with respect
to any securities of the Fund. In addition, there is no arrangement or
understanding involving either the Soliciting Shareholder, or any associate
which relates to future employment by the Fund or any future transaction with
the Fund.
If you have any questions concerning this proxy solicitation or the procedures
to be followed to execute and deliver a proxy, please contact the Soliciting
Shareholder at 828-274-1863.
ADDITIONAL PROPOSALS
The Soliciting Shareholder knows of no business that will be presented for
consideration at the meeting other than that set forth in this proxy statement
and in the Fund's proxy statement. If any other matters are properly presented
for consideration at the meeting, it is the intention of the persons named as
proxies on the enclosed [GREEN] proxy card to vote in accordance with their own
best judgment on such matters.
The date by which a stockholder must submit a proposal to be presented at the
2000 Annual Meeting of Stockholders is set forth in the Fund's proxy statement.
Dated: March 25, 1999
EXHIBIT 1 Purchases and Sales of Southern Africa Fund Shares
SECURITIES OF THE FUND PURCHASED OR SOLD
WITHIN THE PAST TWO YEARS BY THE SOLICITING SHAREHOLDER
Except as disclosed in this proxy statement, neither Ronald G. Olin nor Deep
Discount Advisors, Inc. nor Ron Olin Investment Management Company has, or had,
any interest, direct or indirect, by security holdings or otherwise, in the
Fund. The following table sets forth certain information with respect to
purchases and sales of shares of Common Stock of the Fund by Deep Discount
Advisors, Inc. and Ron Olin Investment Management Company for accounts holding
shares as to which they are deemed to be the beneficial owners (the "Accounts").
Some of the shares are held in margin accounts. Therefore, a portion of the
purchase price and market value of the shares may from time to time be
represented by margin borrowings, depending upon the net debit balances, if any,
of the margin accounts, which fluctuate daily.
15
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OPPOSING PROXY 1999 THE SOUTHERN AFRICA FUND,INC.
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3/13/97 1000
3/14/97 1700
3/18/97 2500
3/20/97 4000
3/24/97 700
4/2/97 -500
4/25/97 1800
5/2/97 200
7/15/97 -2500
8/19/97 -2500
8/20/97 -2500
8/25/97 -2000
9/8/97 -1000
9/30/97 -750
10/1/97 750
10/22/97 -3000
10/30/97 -3000
10/31/97 -700
12/10/97 -700
1/7/98 1100
1/14/98 5500
1/16/98 1000
1/20/98 200
1/29/98 400
2/3/98 3500
2/6/98 700
2/10/98 2377
2/11/98 4500
2/12/98 3500
2/13/98 2200
3/3/98 2000
3/12/98 100000
3/17/98 2300
3/18/98 200
3/19/98 1000
3/20/98 2000
4/1/98 3300
4/24/98 3000
5/5/98 -400
5/7/98 -800
6/16/98 -2000
8/18/98 -2800
9/1/98 -14900
9/9/98 -2000
10/6/98 -1200
10/9/98 -1600
10/27/98 -2300
11/30/98 -8700
12/1/98 -2700
12/4/98 -3000
12/15/98 -900
12/16/98 -2000
12/17/98 -2800
12/28/98 -200
1/6/99 -700
2/12/99 -400
2/18/99 -4200
EXHIBIT 2
PENDING LITIGATION INVOLVING THE SOLICITING SHAREHOLDER
The Soliciting Shareholder, and entities affiliated with it, are involved in the
following pending litigation relating to closed-end funds. The litigation is
pending in U.S. District Court for the Southern District of New York.
The Emerging Germany Fund Litigation
Ronald Olin and Deep Discount Advisors, Inc., of which Ronald Olin is President
and Chief Executive Officer, are named defendants in a federal court action for
injunctive relief filed on April 8, 1998 by The Emerging Germany Fund, Inc.
("FRG"). FRG filed this action immediately after canceling its 1998 annual
meeting scheduled for April 27, 1998, and stated that it would not schedule an
annual meeting until the litigation has been resolved. Subsequently, a class
action lawsuit was filed by a stockholder who demanded that FRG reschedule its
1998 Annual Meeting. Recently, FRG rescheduled and held its 1998 Annual
Meeting on January 26, 1999 and the shareholders approved a proposal initiated
by the Fund to open-end. In its action, FRG alleges that the defendants
solicited proxies in violation of Section 14(a) of the Securities Exchange Act
of 1934 (the "Exchange Act") in connection with certain postings by Mr. Olin on
an Internet bulletin board and engaged in a alleged scheme to force FRG to open
- -end. FRG also alleges that Mr. Olin, Deep Discount Advisors, Inc. and the
three other defendants, Mr. Goldstein, and Opportunity Partners L.P., and
Kimball & Winthrop, were a "group" within the meaning of Section 13(d) of the
Williams Act, and had failed to file a Schedule 13D.
All defendants have moved to dismiss FRG's complaint. A dismissal has
subsequently been agreed to by FRG with regard to the Soliciting Shareholder and
final details are in preparation.
All of the above actions were filed in the Federal District Court , S.D.N.Y.
Copies of all pleadings in the above actions are available upon request.
16
<PAGE>
OPPOSING PROXY 1999 THE SOUTHERN AFRICA FUND,INC.
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PROXY CARD
PROXY SOLICITED IN OPPOSITION
TO THE BOARD OF DIRECTORS OF THE SOUTHERN AFRICA FUND, INC.
BY DEEP DISCOUNT ADVISORS, INC. AND RON OLIN INVESTMENT MANAGEMENT COMPANY
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 27, 1999
The undersigned hereby appoints Ronald G. Olin, Ralph W. Bradshaw, Gary A.
Bentz, and William A. Clark, and each of them, as the undersigned's proxies,
with full power of substitution, to attend the Annual Meeting of Stockholders of
The Southern Africa Fund, Inc. (the "Fund") to be held on April 27, 1999, at the
offices of the Fund, 1345 Avenue of the Americas, 41st Floor, New York, New York
10105, at 11:00 a.m., New York time, (the "Meeting"), and any adjournment(s) or
postponement(s) thereof, and to vote on all matters that may come before the
Meeting and any such adjournment or postponement the number of shares that the
undersigned would be entitled to vote, with all the power the undersigned would
possess if present in person, as specified below. The proxies may vote in their
discretion with respect to such other matter or matters as may come before the
Meeting and with respect to all matters incident to the conduct of the Meeting.
(INSTRUCTIONS: Mark votes by placing an "x" in the appropriate [ ].)
1. ELECTION OF DIRECTORS.
Class One Directors (term expires in 2002)
RONALD G. OLIN
RALPH W. BRADSHAW
GARY A. BENTZ
WILLIAM A. CLARK
Class Three Director (term expires in 2001)
GERALD HELLERMAN
FOR ALL NOMINEES [ ] WITHHOLD [ ] FOR ALL EXCEPT [ ]
NOTE: IF YOU DO NOT WISH YOUR SHARES VOTED "FOR" ANY PARTICULAR NOMINEE, MARK
THE "FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NAME(S) OF THE
NOMINEE(S). YOUR SHARES WILL BE VOTED FOR THE REMAINING NOMINEE(S).
THE SOLICITING SHAREHOLDER URGES YOU TO VOTE "FOR" THE ELECTION OF ALL NOMINEES
2. To ratify the selection by the Board of Directors of Ernst & Young LLP as
the Fund's independent auditors for the year ending November 30, 1999:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
THE SOLICITING SHAREHOLDER HAS NO RECOMMENDATION FOR PROPOSAL TWO (2), IF
PROPOSAL TWO (2) IS LEFT BLANK, THE SOLICITING SHAREHOLDER WILL VOTE TO ABSTAIN.
3. Stockholder proposal recommending that the Board of Directors take whatever
steps necessary to provide all shareholders the option of receiving full Net
Asset Value (NAV) for their shares within two months (60 days) of the date of
the 1999 Annual meeting:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
THE SOLICITING SHAREHOLDER URGES YOU TO VOTE "FOR" PROPOSAL THREE
4. Stockholder proposal recommending that it would be in the best interests of
the Fund and its stockholders for all Directors not standing for election at the
1999 Annual Meeting who oppose the resolution to deliver full Net Asset Value
(NAV) to all shareholders within 60 days of the date of the 1999 Annual Meeting
to resign, and that the stockholders hereby recommend that such Directors resign
their positions as Directors of the Fund:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
THE SOLICITING SHAREHOLDER URGES YOU TO VOTE "FOR" PROPOSAL FOUR
5. Stockholder proposal providing that the advisory contract between the Fund
and Alliance Capital Management L.P. be terminated within sixty (60) days as
provided for in the Investment Company Act of 1940:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
IF PROPOSAL FIVE (5) IS LEFT BLANK FOR ALL BOXES, THE SOLICITING SHAREHOLDER
WILL VOTE ON THIS PROPOSAL IN THE BEST INTERESTS OF THE STOCKHOLDERS AT THE TIME
OF THE ANNUAL MEETING, BASED ON THE SOLE JUDGEMENT OF THE SOLICITING SHAREHOLDER
6. Stockholder proposal recommending that the Board of Directors authorize and
direct the officers of the Fund to reimburse the Soliciting Shareholder for such
reasonable fees and expenses associated with the initial proxy communication,
including only printing, mailing, distribution, and tabulating costs, but not
including attorneys fees, legal fees, or other solicitation fees:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
THE SOLICITING SHAREHOLDER URGES YOU TO VOTE "FOR" PROPOSAL SIX
IMPORTANT - - PLEASE SIGN AND DATE BELOW
SHARES WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED IN FAVOR OF THE ELECTION OF ALL NOMINEES NAMED ABOVE IN ITEM 1 AND "FOR"
PROPOSALS 3, 4, AND 6 AND WILL ABSTAIN FROM VOTING ON PROPOSAL 2. ALL OTHER
PROPOSALS, INCLUDING PROPOSAL 5, WILL BE VOTED BY THE SOLICITING SHAREHOLDER IN
THE BEST INTERESTS OF STOCKHOLDERS AS DETERMINED BY THE SOLE JUDGEMENT OF THE
SOLICITING SHAREHOLDER AT THE TIME OF THE MEETING. THE UNDERSIGNED HEREBY
ACKNOWLEDGES RECEIPT OF THE PROXY STATEMENT DATED MARCH 25, 1999, OF DEEP
DISCOUNT ADVISORS, INC. THE UNDERSIGNED HEREBY REVOKES ANY PROXY HERETOFORE
EXECUTED BY THE UNDERSIGNED RELATING TO THE SUBJECT MATTER HEREOF AND CONFIRMS
ALL THAT THE PROXIES MAY LAWFULLY DO BY VIRTUE HEREOF.
(IMPORTANT - PLEASE FILL IN DATE)
This proxy card is provided by Deep Discount Advisors, Inc. and Ron Olin
Investment Management Company, both beneficial shareholders of the Fund.
Please sign exactly as your name appears hereon or on proxy cards previously
sent to you. When shares are held by joint tenants, both should sign. When
signing as an attorney, executor, administrator, trustee or guardian, please
give full title as such. If a corporation, please sign in full corporate name
by the President or other duly authorized officer.
If a partnership, please sign in partnership name by authorized person.
SIGNATURE(S)_____________________________________________Dated:_______________
Please sign as registered and return promptly in the enclosed envelope.
Executors, trustees and other signing in a representative capacity should
include their names and the capacity in which they sign.
[ CARD INSERT ]
VOTE YOUR POCKETBOOK !
- DEMAND THE OPTION TO RECEIVE FULL NET ASSET VALUE FOR YOUR SOUTHERN AFRICA
SHARES !
- ELECT DIRECTORS COMMITTED TO ELIMINATING THE DISCOUNT !
TO DO SO, YOU MUST RETURN THE [ GREEN ] PROXY CARD !
