-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Tfxi/J+QwK5UmffrdSFAJudGbzdaf54t6Y8LxX721JslBLi+MIJDYFslrJt7E8XF 1mx9U84ZVp/vqgXyNIm/bA== 0000938077-98-000084.txt : 19981106 0000938077-98-000084.hdr.sgml : 19981106 ACCESSION NUMBER: 0000938077-98-000084 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981105 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FRANCE GROWTH FUND INC CENTRAL INDEX KEY: 0000860743 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133560020 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-42274 FILM NUMBER: 98738359 BUSINESS ADDRESS: STREET 1: 1285 AVENUE OF THE AMERICAS STREET 2: C/O MITCHELL HUTCHINS ASSET MANAGEMENT CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127133589 MAIL ADDRESS: STREET 1: 1285 AVE OF THE AMERICAS STREET 2: 32ND FL CITY: NEW YORK STATE: NY ZIP: 10019 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DEEP DISCOUNT ADVISORS INC /NC/ CENTRAL INDEX KEY: 0000938077 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 561827546 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ONE WEST PACK SQU STREET 2: SUITE 777 CITY: ASHEVILLE STATE: NC ZIP: 28801 BUSINESS PHONE: 7042741863 MAIL ADDRESS: STREET 1: ONE WEST PACK SQUARE STREET 2: SUITE 777 CITY: ASHEVILLE STATE: NC ZIP: 28801 SC 13D 1 Securities and Exchange Commission Washington, D.C. 20549 ------------------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 France Growth Fund, Inc. - - ------------------------------------------------------------------------------ (Name of Issuer) Common Stock - - ------------------------------------------------------------------------------ (Title of Class of Securities) 35177K4108 - - ------------------------------------------------------------------------------ (CUSIP Number) Ralph W. Bradshaw c/o Deep Discount Advisors, Inc. One West Pack Square, Suite 777 Asheville, NC 28801 (828) 255-4833 - - ------------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 29, 1998 - - ------------------------------------------------------------------------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ] CUSIP No.: 35177K108 13D Page 2 - - --------------------- -------- ========================================================================== 1 NAME OF REPORTING PERSON S.S. OR I.R.S. ID NO. OF ABOVE PERSON Deep Discount Advisors, Inc. =========================================================================== 2 CHECK THE APPROPRIATE BOX IF A MEMBER (a) [ ] OF A GROUP (b) [ ] =========================================================================== 3 SEC USE ONLY =========================================================================== 4 SOURCE OF FUNDS OO =========================================================================== 5 CHECK BOX IF DISCLOSURE OF LEGAL [ ] PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) =========================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION One West Pack Square, Suite 777 Asheville, NC 28801 =========================================================================== NUMBER OF | | SOLE VOTING POWER SHARES | 7 | 315,705 ============================================================================ BENEFICIALLY | | SHARED VOTING POWER 0 OWNED | 8 | ============================================================================ BY EACH | | SOLE DISPOSITIVE POWER 315,705 REPORTING | 9 | ============================================================================ PERSON | | SHARED DISPOSITIVE POWER 0 WITH | 10 | ============================================================================ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 315,705 ======================================================================= 12 CHECK IF THE AGGREGATE AMOUNT IN ROW [ ] (11) EXCLUDES CERTAIN SHARES ======================================================================= 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.1% ======================================================================= 14 TYPE OF REPORTING PERSON IA ====================================================================== CUSIP No.: 35177K108 13D Page 3 - - --------------------- ---------- =============================================================================== 1 NAME OF REPORTING PERSON S.S. OR I.R.S. ID NO. OF ABOVE PERSON Ron Olin Investment Management Company =============================================================================== 2 CHECK THE APPROPRIATE BOX IF A MEMBER (a) [ ] OF A GROUP (b) [ ] ======================================================================== 3 SEC USE ONLY ====================================================================== 4 SOURCE OF FUNDS OO ====================================================================== 5 CHECK BOX IF DISCLOSURE OF LEGAL [ ] PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ====================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION One West Pack Square, Suite 777 Asheville, NC 28801 ===================================================================== NUMBER OF | | SOLE VOTING POWER SHARES | 7 | 1,627 ===================================================================== BENEFICIALLY | | SHARED VOTING POWER 0 OWNED | 8 | ==================================================================== BY EACH | | SOLE DISPOSITIVE POWER 1,627 REPORTING | 9 | ===================================================================== PERSON | | SHARED DISPOSITIVE POWER 0 WITH | 10 | ====================================================================== 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,627 ===================================================================== 12 CHECK IF THE AGGREGATE AMOUNT IN ROW [ ] (11) EXCLUDES CERTAIN SHARES ========================================================================= 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% ======================================================================= 14 TYPE OF REPORTING PERSON IA ========================================================================= ITEM 1. SECURITY AND ISSUER This Schedule 13D relates to the shares of Common Stock of France Growth Fund, Inc (the "Issuer"). The principal executive offices of the Fund are located at 1285 Avenue of the Americas, New York, NY 10019 ITEM 2. IDENTITY AND BACKGROUND (a) - (c) This Schedule 13D is being filed by Deep Discount Advisors, Inc. and Ron Olin Investment Management Company (the "Reporting Persons"), who are Registered Investment Advisors, One West Pack Square, Suite 777, Asheville, NC 28801. Further information is attached in Exhibit A. (d) None (e) None (f) USA ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Investment funds ITEM 4. PURPOSE OF TRANSACTION The acquisition of the securities of the issuer was made for the purpose of investment. The reporting persons may acquire additional securities, or dispose of the securities of the issuer from time to time. The reporting persons are in favor of actions by the issuer which would have the effect of increasing the investment value of the issuer's shares, and will support or may initiate actions which, in the sole discretion of the reporting persons, may result in an increase in the market value of the issuer's shares. On October 29, 1998, Ronald G. Olin, a control person associated with the reporting persons and also an individual shareholder of the issuer, sent the secretary of the France Growth Fund, Inc. (the issuer) a letter requesting a meeting with the Board of Directors and suggesting actions which might be taken to reduce or eliminate the discount at which the shares of the Fund have traded. These actions include (1) perpetual share buybacks to enhance Net Asset Value (NAV) and reduce discounts and (2) splitting the Fund to allow shareholders the option to remain in a closed-end fund or alternatively receive NAV for their shares. The letter also included a shareholder proposal intended for inclusion in the issuer's next shareholder meeting. This proposal requested that the shareholders vote on the mandatory termination of the investment advisory contract and further recommended that the Board of the issuer solicit competitive proposals for a new investment advisor. A copy of the letter sent by Mr. Olin is attached as an exhibit to this filing. It is possible that the reporting persons may directly solicit support for Olin's proposal with shareholders of the Fund to the degree permitted under applicable law. It is also possible that the reporting persons may solicit proxies in support of various other proposals and Director nominees in opposition to the existing Board. To the extent that Olin is influencing how the reporting persons' shares are voted, at present it is anticipated that such shares would be voted in support of Olin's proposal, although no final determination will be made until the Fund's final proxy is available. This Schedule D filing, in lieu of the reporting persons' normal filing of Schedule G, is occasioned by Mr. Olin's position as a control person of the reporting persons, by the possible solicitation of proxies by the reporting persons which may take place as a result, and by the change in share positions of the reporting persons since its last filing. The securities of the issuer acquired and held by the reporting persons were acquired in the ordinary course of business and were not acquired for the purpose of and, except as described herein, do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) The Fund's proxy statement, dated February 26,1998, states that, as of the close of business on February 10, 1998, there were 15,345,333 shares of Common Stock outstanding. The percentage set forth in this Item 5(a) was derived using such number. The Reporting Persons are the beneficial owners of 317,332 shares of Common Stock, which constitute approximately 2.1% of the outstanding shares of Common Stock. (b) Power to vote and to dispose of the securities resides with the Advisors. (c) During the last sixty days, the following shares of Common Stock were traded: Date Number of Shares Sold Price Per Share - - ------- -------------------------- --------------- 9/8/98 14000 13.5446 9/8/98 1958 13.5 9/9/98 3000 13.75 9/11/98 5000 13.25 9/15/98 4000 13.75 10/9/98 2139 11.0607 10/9/98 1467 11.25 10/16/98 7500 12.6833 10/16/98 8000 12.6875 10/27/98 400 13.1875 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER None ITEM 7. MATERIAL TO BE FILED AS EXHIBITS The letter from Mr. Olin to the Issuer, which precipitates this filing, is attached as Exhibit 1. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: November 5,1998 Deep Discount Advisors, Inc. By: /s/ Ralph W. Bradshaw ---------------------------- Name: Ralph W. Bradshaw Title: Secretary EXHIBIT A The business address for all individuals listed in this Exhibit A is One West Pack Square, Suite 777, Asheville, NC 28801. DIRECTORS AND/OR GENERAL PARTNERS Name and Address Principal Occupation - - ---------------- -------------------- Ronald G. Olin Investment Advisor Sandra D. Olin Director Gary A. Bentz Investment Advisor Ralph W. Bradshaw Investment Advisor William A. Clark Investment Advisor Ralph D. McBride Attorney EXECUTIVE OFFICERS Name and Address Principal Occupation - - ---------------- -------------------- Ronald G. Olin Investment Advisor Gary A. Bentz Investment Advisor Ralph W. Bradshaw Investment Advisor William A. Clark Investment Advisor SHAREHOLDERS WHO MAY BE DEEMED TO CONTROL THE ADVISORS. The following shareholders and/or partners may be deemed to control the Advisors: Ronald G. Olin EXHIBIT 1 RONALD G. OLIN One West Pack Square, Suite 777, Asheville, NC 28801 828-274-1863 Fax: 828-255-4834 E-mail: ddainc@msn.com Steven M. Cancro, Secretary Ph: 212-278-2810 Fax: 212-278-2828 The Board of Directors, The France Growth Fund, Inc. Credit Agricole Indo-Suez, 8th Floor 1211 Avenue of the Americas New York, NY 10036 (via both Fax and Federal Express) October 29, 1998 To the Board of Directors of The France Growth Fund: My clients and I currently own 317,332 shares of the France Growth Fund Inc. and have held most of the shares for a long time. We are disappointed by the long- term investment return to shareholders and the persistent discount at which the Fund's shares have traded. We feel that there is no need to tolerate such a discount, as adequate remedies exist that are beneficial to all shareholders and are far more effective than those actions taken by the Fund so far. The purpose of this letter is to suggest two specific remedies, to request a meeting with the Board of Directors to discuss these matters, and to submit a shareholder proposal for the next meeting of the Fund's shareholders. The shareholder proposal to terminate the management contract with Indosuez may seem extreme, but it represents the only effective and inexpensive means the shareholders have to indicate their displeasure if the Board and Advisor fail to respond to their wishes. AN UNIMPRESSIVE LONG-TERM INVESTMENT All of the shareholder reports since the inception of the Fund are the basis of the following synopsis of the "out of pocket" investment results of the Fund's owners: FRANCE GROWTH FUND SHAREHOLDER RESULTS (Values in Thousands - Source: Data from Regular Shareholder Reports) All Total Total Distr. Monthly Period Shares Offer Share Mgmt. Director Oper. Paid Index Index Ending Issued Fees Cost Fees Costs Expense Out Value Units ------------------------------------------------------------------------------- 5/18/90 11,509 10,498 138,100 1,431 +96.5 12/31/90 703 79 1,697 6,008 1,163 -5.2 12/31/91 1,061 111 2,554 2,746 1,378 -2.0 12/31/92 1,135 126 2,275 483 1,425 -0.3 12/31/93 1,177 133 2,302 1,733 3/25/94 3,836 36,813 38,843 1,688 +23.0 12/31/94 1,508 187 2,878 8,900 1,651 -5.4 12/31/95 1,569 226 2,905 12,230 1,895 -6.5 12/31/96 1,647 189 2,986 13,323 2,309 -5.8 12/31/97 1,802 254 3,151 28,056 2,595 -10.8 10/02/98 (est. based on 6/30/98) 1,410 156 2,456 8,245 3,016 -2.7 TOTALS 15,345 12,528 176,943 12,011 1,463 23,205 79,991 80.9 MSCI France Total 10/2/98 Per Total Results Fund Index Return Index (US$)** Values Share Value Comparison Shares Units - ------------------------ ---------------------- ---------------------------- Index Units from Market Same Cash Flow 80.9 Price: 11.69 179,349 Market Value 179,349 243,933 Times 9/28/98 Net Asset + Payouts 79,991 79,991 Index Value 3,016 Value: 14.02 215,142 - Share Cost 176,943 176,943 Shareholder Value Discount w/ Index Units 243,933 Loss: 2.33 35,793 Net Gain: 82,397 146,981 WHO GOT WHAT IN THE FRANCE GROWTH FUND? (May 1009 - September 1998) - -------------------------------------------------------------------------------- Net Gain to Shareholders $ 82 Mil. xxxxxxxxxxxxxxxxxxxxxxx Total Fees & Expenses $ 36 Mil. xxxxxxxxxx Shareholder Loss to Discount $ 36 Mil. xxxxxxxxxx Gain to the France Index** $147 Mil. xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx **Note: The MSCI France Total Return Index is a standard measure of the returns of capitalization weighted French equities. Index results may be affected because the index is not subject to the same investment policies and restrictions as the Fund. Also, the index is computed on a month-end basis only, so applying the Fund cash flows during each fiscal year to year-end and month-end index values is only an approximation of alternative results. SYNOPSIS OF SHAREHOLDER INVESTMENT RESULTS This has been an unimpressive long-term investment. Since inception more than eight years ago, the Fund's shareholders have paid $177 million to buy new shares, received $80 million in distributions, and had an investment with a market value of $179 million as of 10/2/98. The shareholders paid out $36 million in advisory fees, director fees, underwriting fees, and other expenses while making only about $82 million on their investment. As of 10/2/98, the discount was costing each and every shareholder another $36 million ($2.33 a share) or a +20% extra return above its market value. An identical, hypothetical investment in the unmanaged Morgan Stanley France total return index would have resulted in $147 million in profits rather than $82 million. REMEDIES TO REDUCE THE DISCOUNT & ENHANCE SHAREHOLDER RETURNS The discount represents an opportunity to markedly improve shareholder investment results with this Fund. All that is required is that Indosuez and the Board take the actions necessary to enhance shareholder wealth through the reduction and eventual elimination of the discount. Remedies are available which would enhance the Net Asset Value (NAV) of the Fund's shares, reduce/eliminate the discount, and allow shareholders a choice between a closed- end structure and receiving NAV for all their shares. The only significant impact of such actions would be a reduction in the advisory fee income paid to Indosuez due to those shareholders who choose to cash out entirely. Transactions can be structured so that there will be no resulting tax impact on those shareholders choosing to remain in the closed-end structure. REMEDY #1 - PERPETUAL SHARE BUYBACKS TO ENHANCE NAV & REDUCE DISCOUNTS Share buybacks have been viewed by the industry as a failure because, even though they have always enhanced NAV, they have never permanently fixed the discount. This is not surprising because all repurchase plans have been limited in size and duration. You don't get a permanent fix with a temporary band-aid. Instead, if a fund unequivocally committed to perpetual, sizable buybacks whenever a discount existed, there would always be a buyer for the Fund's shares. Potential sellers would learn to be patient and would lower the discount at which they were willing to sell. Every share that the Fund bought at a discount would enhance NAV and the performance of the Fund. This would attract other buyers and serve to rebalance the demand/supply equation at a lower discount level. Logic says that eventually the price would stabilize in a range somewhere near NAV. The value of such a program to existing shareholders is significant. For example, suppose repurchases began at a 17% discount (similar to that of The France Growth Fund), suppose it took one half of the Fund's assets and one year to reduce the discount to 0%, suppose the average purchase price were at a 9% discount, and further suppose that the Fund's portfolio securities appreciated 10% during the same year net of expenses. In this case, those shareholders sticking with the Fund would see their investment increase by about +39% (+20% from discount elimination, +9% from NAV enhancement, +10% from the portfolio increase). Repurchasing shares at a discount is equivalent to buying the fund's own carefully chosen portfolio at prices cheaper than those available in the market. The turnover of the France Growth Fund has ranged from 49% to 83% in recent years. What could be a better investment for the Fund? Seventy per cent of the Fund's yearly expenses are advisory and administrative fees which are proportional to the size of the Fund. A reduction in Fund size by one half might increase the Fund's expense ratio from about 1.5% to about 1.9%. Most shareholders would gladly make this tradeoff to eliminate the discount and enhance their wealth. REMEDY #2 - SPLITTING UP THE FUND TO SATISFY ALL SHAREHOLDERS Many shareholders feel that they should be entitled to receive full NAV for their shares right away and should not have to wait for perpetual share buybacks or other techniques to slowly eliminate the discount. They desire that the Fund be open-ended. Fund Advisors and Boards often object that this is not fair to shareholders who like the closed-end structure. They argue that open-ending will create tax consequences and costs due to massive redemptions when other shareholders cash out. There is a solution which should satisfy all shareholders. The Fund could do a self-tender offer for its shares in exchange for an in-kind distribution of its portfolio. Those wishing to remain in the closed-end fund would not have any tax consequences as a result. The tendering shareholders could be given a further option to exchange their portfolio proceeds for shares of a newly formed open-end fund created for that purpose or alternatively a liquidating trust which would sell them out. The entire series of transactions could be structured so that all expenses and tax impacts would be borne only by the those shareholders who chose to tender. A somewhat similar action has already been approved and completed by another closed-end fund organization for their European equity closed-end fund. A further advantage of this approach is that it would remove from the market the large number of the Fund's shareholders who are currently willing to sell their shares at less than NAV, and leave only those shareholders who truly desire the closed-end format in the remaining closed-end fund. The optimal solution for the France Growth Fund might be a combination of the two remedies: First, allowing those who wished NAV to exit to an open-end counterpart, and then instituting a perpetual buyback program in the remaining closed-end fund to keep the discount from reappearing. A REQUESTED MEETING WITH THE BOARD I would like to request a meeting with the Fund's Board to discuss these potential remedies and other issues relating to the investment performance of the Fund and the discount. The managed distribution policy and advisory fee reduction recently announced have not worked so far, and I believe such minor actions will never work adequately. They will likely have at best a temporary and relatively small impact on the discount. There is a growing intolerance of the status quo among the shareholders and a level of impatience that will not be satisfied by a "wait and see" response. THE SHAREHOLDER PROPOSAL TO TERMINATE INDOSUEZ On May 8, 1998 the SEC overruled the objections of eight fund management companies and their Boards of Directors and determined that the shareholders of closed-end funds could fire their investment advisor without Board approval. Short of expensive proxy fights, this is the only practical tool the shareholders have if their Board and their Advisor are not responsive to shareholder wishes. The decision to submit this shareholder proposal is occasioned by the filing deadline and the possibility that Indosuez and the Board will not take meaningful steps which result in eliminating the discount. It would be preferable if the Board would take actions prior to the next meeting of shareholders which would eliminate the need for shareholders to vote in support of this proposal. I own 200 shares of The France Growth Fund Inc. in my IRA and intend to continue to own these shares until the Fund's next annual meeting. (I am enclosing independent certification from my broker demonstrating continuous beneficial ownership of Fund shares in the required amounts for the required period of time). Pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, I am hereby submitting the following proposal and supporting statement for inclusion in the Fund's proxy material for its 1999 annual meeting of stockholders or any earlier special meeting. The notice of annual meeting for 1998 specifies October 31, 1998 as the deadline for such submissions. It should be noted for the record that I am not interested in competing for the Fund's advisory contract and would not accept it if offered. SUBMITTED SHAREHOLDER PROPOSAL: RESOLVED: The Fund's investment advisory agreement with its investment advisor, Indosuez International Investment Services (Indosuez), shall be terminated and the shareholders recommend that the board solicit competitive proposals for a new investment advisor. SUPPORTING STATEMENT: I believe Indosuez's advisory contract should be terminated because shareholder results with the Fund have been unimpressive, and because management fees are apparently so lucrative to Indosuez that effective steps to enhance shareholder value are not taken. Since inception on 5/18/90, the Fund's shareholders have paid $177 million to buy new shares, received $80 million in distributions, and had an investment with a market value of $179 million as of 10/2/98. The resulting gain of only $82 million dollars spread over more than 8 years brings into question the value of this manager and this entire economic endeavor. The Net Asset Value (NAV) return of the Fund is somewhat better, but it fails to reflect the devastating impact of the discount on shareholder investment results. The shareholders paid out $36 million in advisory fees, director fees, underwriting fees, and other expenses while making only about $82 million on their investment. As of 10/2/98, the discount was costing each and every shareholder an additional $36 million ($2.33 a share) or a +20% extra return over and above the market value of the Fund's shares. After 25 years as a private investor and 10 additional years as an investment professional managing up to $240 million in closed-end fund shares, I am convinced that the biggest problem in fixing discounts and adding market value is the investment advisor. Fees are so lucrative that the fund manager will rarely recommend more than token steps (such as a 12% distribution policy or a small reduction in his fees) to enhance shareholder value. I believe the Directors owe their positions to Indosuez and therefore will not take effective actions such as committing to perpetual share buy-backs, tender offers, open- endings, or other means to deliver Net Asset Value to shareholders. Such steps would reduce the Fund size and result in a major reduction in advisory fees. Instead, this Fund conducted a rights offering and sold new shares at a discount, which diluted the asset value, added to the supply of shares, and increased the advisory fees paid to Indosuez. It is very expensive and time consuming for shareholders to wage successful proxy fights to replace staggered Boards of Directors hand picked by the investment advisor. Fortunately, the law gives shareholders one practical tool to fix this problem. A majority can vote to "fire" the investment manager. Qualified advisors are available that will work with a motivated Board to enhance shareholder value. We have a chance to send a loud and clear message to the Board that we want the Fund run exclusively for the benefit of the Fund's owners. Vote for this shareholder sponsored resolution. ***End of supporting statement*** CONCLUSION I am sure the Board would agree that the discount represents both a wasteful loss of shareholder wealth, and an issue of contention between the Fund's owners and its fiduciaries. The shareholders and the Board should work together to resolve this problem expeditiously. Getting rid of the discount would eliminate the need for disruptive activities such as proxy fights, opposing director candidates, and shareholder proposals like the one above. I remain available at any time for discussions with Indosuez or members of the Board concerning any issues related to the France Growth Fund, suggestions to remedy the discount, the submitted shareholder proposal, and other ideas to enhance shareholder value. I am looking forward to your response. Very truly yours, Ronald G. Olin -----END PRIVACY-ENHANCED MESSAGE-----