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 Spain Fund, Inc.
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(Name of Registrant as Specified In Its Charter)
- - -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- - -------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- - -------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
- - -------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- - -------------------------------------------------------------------------------
(5) Total fee paid:
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/ / 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) Dated Filed:
00250031/AW0
<PAGE>
<PAGE>
[LOGO OF ALLIANCE CAPITAL APPEARS HERE] THE SPAIN FUND, INC.
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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
AUGUST 24, 1995
To the Stockholders of The Spain Fund, Inc.:
Notice is hereby given that an Annual Meeting of Stockholders (the
"Meeting") of The Spain Fund, Inc. (the "Fund") will be held at the offices of
the Fund, 1345 Avenue of the Americas, 33rd Floor, New York, New York 10105,
on Thursday, August 24, 1995 at 11:00 a.m., for the following purposes, all of
which are more fully described in the accompanying Proxy Statement dated July
24, 1995:
1. To elect five Directors of the Fund, each to hold office for a term of
three years and until his or her successor is duly elected and qualified;
2. To ratify the selection of Price Waterhouse LLP as independent
accountants of the Fund for its fiscal year ending November 30, 1995; and
3. To transact such other business as may properly come before the Meeting.
The Board of Directors has fixed the close of business on June 27, 1995 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
July 24, 1995
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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.
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(R)This registered service mark used under license from the owner, Alliance
Capital Management L.P.
<PAGE>
PROXY STATEMENT
THE SPAIN FUND, INC.
1345 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10105
----------------
ANNUAL MEETING OF STOCKHOLDERS
AUGUST 24, 1995
----------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of The Spain 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 10105, on
Thursday, August 24, 1995 at 11:00 a.m. The solicitation will be by mail and
the cost will be borne by the Fund. The Notice of Meeting, Proxy Statement and
Proxy Card are being mailed to stockholders on or about July 24, 1995.
The Board of Directors has fixed the close of business on June 27, 1995 as
the record date for the determination of stockholders entitled to notice of,
and to vote at, the Meeting and at any adjournment thereof. The outstanding
voting shares of the Fund as of June 27, 1995 consisted of 10,026,745 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 for the election of five Directors and for the ratification of the
selection of Price Waterhouse LLP as the Fund's independent accountants for
its fiscal year ending November 30, 1995. 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 1345 Avenue of the Americas, New York,
New York 10105, by signing another proxy of a later date or by personally
voting at the Meeting.
A quorum for the Meeting will consist of a majority of the shares
outstanding and entitled to vote. In the event that 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 by August 24, 1995, the persons named as proxies
may propose and vote for one or more adjournments of the Meeting with no other
notice than announcement at the Meeting, and further solicitation of proxies
with respect to such proposal may be made. Shares represented by proxies
indicating a vote against any proposal will be voted against adjournment.
PROPOSAL ONE
ELECTION OF DIRECTORS
At the Meeting, five Directors will be elected to serve for terms of three
years, and until their successors are elected and qualified. The affirmative
vote of a plurality of the votes cast at the Meeting is required to elect a
Director. It is the intention of the persons named in the enclosed proxy to
nominate and vote in favor of the election of the persons in Class Three as
described below.
1
<PAGE>
Pursuant to the Articles of Incorporation and By-laws of the Fund, the Board
of Directors has been divided into three classes. The terms of office of the
members of Class Three will expire as of the Meeting, the terms of office of
the members of Class One will expire as of the annual meeting of stockholders
to be held in 1996 and the terms of office of the members of Class Two will
expire as of the annual meeting of stockholders to be held in 1997. Upon
expiration of the terms of office of the members of a class as set forth
above, those persons then elected as Directors in that class will serve until
the third annual meeting of stockholders following their election. Mr. Angel
Corcostegui, and Mses. Marilyn Perry and Reba White Williams are the members
constituting Class One; Messrs. Enrique L. Fevre, Jose Luis Feito Higueruela
and Carlos Delclaux Zulueta and H.R.H. Pilar de Borbon y Borbon, Duchess of
Badajoz, are the members constituting Class Two; and Messrs. Dave H. Williams,
Francisco Gomez Roldan and Juan Manuel Sainz de Vicuna, Dr. James M. Hester
and Ms. Inmaculada de Habsburgo-Lorena are the members constituting Class
Three.
As a result of this system, only those Directors in a single class may be
changed in any one year, and it would require two years to change a majority
of the Board of Directors (although, under Maryland law, procedures are
available for the removal of Directors even if they are not then standing for
re-election and, under Securities and Exchange Commission regulations,
procedures are available for including appropriate stockholder proposals in
management's annual proxy statement). This system of electing Directors, which
may be regarded as an anti-takeover provision, may make it more difficult for
the Fund's stockholders to change the majority of Directors and, thus, have
the effect of maintaining the continuity of management.
At the Meeting, the five Directors in Class Three are standing for re-
election. Each nominee has consented to serve as a Director. The Board of
Directors knows of no reason why any of these nominees would 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.
Certain of the Fund's Directors and officers are residents of Spain or the
United Kingdom 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
U.S. investors to effect service 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. The Fund has been advised that
there is substantial doubt as to the enforceability in Spain or in the United
Kingdom of the civil remedies and criminal penalties afforded by the federal
securities laws of the United States. Also it is unclear if extradition
treaties now in effect between the United States and each of Spain and the
United Kingdom would subject Directors and officers residing in these
countries to effective enforcement of the criminal penalties of the federal
securities laws.
Certain information concerning the Fund's Directors is set forth below. Mr.
Williams, Dr. Hester, H.R.H. Pilar de Borbon y Borbon and Mses. de Habsburgo-
Lorena and Williams are each a director or trustee of one or more other
investment companies sponsored by Alliance Capital Management L.P., the Fund's
investment adviser and administrator ("Alliance").
2
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME, AGE, POSITIONS AND BENEFICIALLY
OFFICES WITH THE FUND, OWNED DIRECTLY
PRINCIPAL OCCUPATIONS YEAR FIRST YEAR TERM OR INDIRECTLY
DURING THE PAST FIVE YEARS BECAME A AS A DIRECTOR AS OF
AND OTHER DIRECTORSHIPS DIRECTOR WILL EXPIRE JUNE 27, 1995
-------------------------- ---------- ------------- ----------------
<S> <C> <C> <C>
*+ Dave H. Williams, Chairman, 62. 1988 1998++ 3,514
Chairman of the Board of (Class Three)
Alliance Capital Management
Corporation ("ACMC")*** since
prior to 1990 and Director of
The Equitable Companies
Incorporated and The Equitable
Life Assurance Society of the
United States.
**+ H.R.H. Pilar de Borbon y Borbon, 1991 1997 -0-
Duchess of Badajoz, 58. Director (Class Two)
of Cartier, France and Member of
the Advisory Board of Sotheby's
Holdings Inc.
**+ Angel Corcostegui, 43. Chief 1992 1996 -0-
Executive Officer of Banco (Class One)
Central Hispanoamericano and
Member of the International
Board of The Wharton School of
the University of Pennsylvania.
* Carlos Delclaux Zulueta, 38. 1994 1997 -0-
Managing Director of Privanza (Class Two)
Banco Personal, S.A., Chairman
of Gestion de Activos
Inmobiliarios (real estate fund
management), Vice-Chairman of
Vidrala, S.A. (glass packaging
production), Chairman of Arenas
de Arija, S.A. (industrial sand
production) and Vice-Chairman of
Ondargain, S.A. (private holding
company).
* Enrique L. Fevre, 51. Vice 1991 1997 -0-
President and Managing Director (Class Two)
of AXA Gestion de Seguros y
Reaseguros, S.A., Managing
Director of Aurora Polar Sociedad
Anonima de Seguros y Reaseguros,
President of Espacio Gestion
Espana, S.A. and Director of
Ahorro Familiar, S.A.; formerly
Finance Director of Peugeot
Talbot Espana, S.A., Director of
Barcelona de Automocion and
Managing Director of PSA Credit
S.A. and PSA Leasing Espana, S.A.
</TABLE>
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* Interested person, as defined in the Investment Company Act of 1940 (the
"Act"), of the Fund because of affiliation with Alliance or Privanza Banco
Personal, S.A. ("Privanza").
** Member of the Audit Committee.
*** For purposes of this Proxy Statement, ACMC shall refer to Alliance Capital
Management Corporation, the general partner of Alliance, and to the
predecessor general partner of Alliance of the same name.
+ Member of the Nominating Committee.
++ If re-elected at the Meeting.
3
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME, AGE, POSITIONS AND BENEFICIALLY
OFFICES WITH THE FUND, OWNED DIRECTLY
PRINCIPAL OCCUPATIONS YEAR FIRST YEAR TERM OR INDIRECTLY
DURING THE PAST FIVE YEARS BECAME A AS A DIRECTOR AS OF
AND OTHER DIRECTORSHIPS DIRECTOR WILL EXPIRE JUNE 27, 1995
-------------------------- ---------- ------------- ----------------
<S> <C> <C> <C>
**+ Inmaculada de Habsburgo-Lorena, 1988 1998++ -0-
49. Director of The Spanish (Class Three)
Institute, Trustee of Samuel H.
Kress Foundation, Trustee of
Independent Curators
Incorporated, Founder and
Trustee of the King Juan Carlos
International Center of New York
University Foundation, Member of
the Board of World Monuments
Fund Espana, Member of the
Advisory Council Focus Americas
and Member of the Committee of
Honour of the European Community
Chamber Orchestra.
**+ Dr. James M. Hester, 71. 1991 1998++ 500
President of The Harry Frank (Class Three)
Guggenheim Foundation and
Director of Union Carbide
Corporation; formerly President
of New York University and The
New York Botanical Garden and
Rector of the United Nations
University.
**+ Jose Luis Feito Higueruela, 43. 1988 1997 -0-
Partner, Member of the Board and (Class Two)
Member of the Executive
Committee of AB Asesores,
Executive Director of the
International Monetary Fund;
formerly Chief of Relations,
International Economic
Organizations in the Bank of
Spain.
**+ Marilyn Perry, 55. President of 1991 1996 -0-
Samuel H. Kress Foundation, (Class One)
Chairman, World Monuments Fund
and Trustee of Art Restoration
for Cultural Heritage (ARCH),
the Burlington Magazine
Foundation and the International
Research and Exchanges Board
(IREX).
**+ Francisco Gomez Roldan, 40. 1989 1998++ -0-
General Manager of Argentaria, (Class Three)
Corporacion Bancaria de Espana;
formerly Deputy General Manager
of Banco Bilbao Vizcaya, S.A.,
the parent of the sub-adviser,
General Manager of BBV
Interactivos, S.A. and General
Manager of Banca Catalana, S.A.
</TABLE>
- - --------
**Member of the Audit Committee.
+Member of the Nominating Committee.
++If re-elected at the Meeting.
4
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME, AGE, POSITIONS AND BENEFICIALLY
OFFICES WITH THE FUND, OWNED DIRECTLY
PRINCIPAL OCCUPATIONS YEAR FIRST YEAR TERM OR INDIRECTLY
DURING THE PAST FIVE YEARS BECAME A AS A DIRECTOR AS OF
AND OTHER DIRECTORSHIPS DIRECTOR WILL EXPIRE JUNE 27, 1995
-------------------------- ---------- ------------- ----------------
<S> <C> <C> <C>
**+ Juan Manual Sainz de Vicuna, 69. 1988 1998++ -0-
Chairman of Coca-Cola Espana, (Class Three)
President of the Fundacion Coca-
Cola Espana, Director of Coca-
Cola Beverages S.A. (France) and
President of Perfumeria Gal,
S.A.; Member of the Fundacion de
Amigos del Museo del Prado, the
Fundacion para el Apoyo de la
Cultura, the Board of World
Monuments Fund Espana, the
Spanish chapter of the World Wild
Life Fund (Adena), the Notre Dame
University International Advisory
Council and the Spanish Olympic
Committee.
* Reba White Williams, 59. Director 1990 1996 10,073
of ACMC, Director of Special (Class One)
Projects, ACMC; art historian and
writer; formerly a financial
writer and consultant,
contributing editor to
Institutional Investor, Vice
President and security analyst
for Mitchell Hutchins, Inc. and
an analyst for McKinsey &
Company, Inc.
</TABLE>
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*Interested person, as defined in the Act, of the Fund because of affiliation
with Alliance or Privanza.
**Member of the Audit Committee.
+Member of the Nominating Committee.
++If re-elected at the Meeting.
During the fiscal year ended November 30, 1994, the Board of Directors met
four times, the Audit Committee met twice for the purposes described below in
Proposal Two, and the Nominating Committee met once. 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 of the Fund
does not currently consider candidates proposed by stockholders for election
as Directors.
The Fund does not pay any fees to, or reimburse expenses of, its Directors
who are considered "interested persons" of the Fund. The aggregate
compensation paid by the Fund to each of the Directors during its fiscal year
ended November 30, 1994, the aggregate compensation paid to each of the
Directors during calendar year 1994 by all of the funds to which Alliance
provides investment advisory services (collectively, the "Alliance Fund
Complex") and the total number of funds in the Alliance Fund Complex with
respect to which each of the Directors serves as a director or trustee, are
set forth below. Neither the Fund nor any other fund in the Alliance Fund
Complex provides compensation in the form of pension or retirement benefits to
any of its directors or trustees.
5
<PAGE>
<TABLE>
<CAPTION>
TOTAL TOTAL NUMBER OF FUNDS IN
COMPENSATION THE ALLIANCE FUND COMPLEX,
AGGREGATE FROM THE ALLIANCE INCLUDING THE FUND, AS TO
NAME OF DIRECTOR COMPENSATION FUND COMPLEX, WHICH THE DIRECTOR IS
OF THE FUND FROM THE FUND INCLUDING THE FUND A DIRECTOR OR TRUSTEE
---------------- ------------- ------------------ --------------------------
<S> <C> <C> <C>
Dave H. Williams $ 0 $ 0 6
H.R.H. Pilar de Borbon y
Borbon $ 9,500 $ 19,500 2
Angel Corcostegui $ 9,500 $ 9,500 1
Carlos Delclaux Zulueta $ 0 $ 0 1
Enrique L. Fevre $ 0 $ 0 1
Inmaculada de Habsburgo-
Lorena $10,000 $ 21,000 2
Dr. James M. Hester $ 9,500 $154,500 32
Jose Luis Feito
Higueruela $10,000 $ 10,000 1
Marilyn Perry $10,000 $ 10,000 1
Francisco Gomez Roldan $10,000 $ 10,000 1
Juan Manual Sainz de Vi-
cuna $ 9,500 $ 9,500 1
Reba White Williams $ 0 $ 0 3
</TABLE>
As of June 27, 1995, the Directors and officers of the Fund as a group owned
less than 1% of the shares of the Fund.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
ELECTION OF THE FOREGOING NOMINEES TO SERVE AS DIRECTORS OF THE FUND.
PROPOSAL TWO
RATIFICATION OF SELECTION
OF INDEPENDENT ACCOUNTANTS
The Board of Directors recommends that the stockholders of the Fund ratify
the selection of Price Waterhouse LLP, independent accountants, to audit the
accounts of the Fund for the fiscal year ending November 30, 1995. 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 September 30,
1994. The affirmative vote of a majority of the votes cast at the Meeting is
required to ratify such selection. Price Waterhouse 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 Price Waterhouse LLP is not expected to
attend the Meeting.
The Audit Committee of the Board of Directors generally meets twice during
each fiscal year with representatives of Price Waterhouse LLP to discuss the
scope of the independent accountants' 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 PRICE WATERHOUSE LLP AS INDEPENDENT
ACCOUNTANTS OF THE FUND.
6
<PAGE>
INFORMATION AS TO THE FUND'S PRINCIPAL OFFICERS, INVESTMENT
ADVISER, SUB-ADVISER AND ADMINISTRATOR
The principal officers of the Fund and their principal occupations during
the past five years are set forth below.
Dave H. Williams, Chairman (see Proposal One, Election of Directors, at page
3 for biographical information).
Norman S. Bergel, Vice President, 45, a Vice President of ACMC since prior
to 1990; Director and a Vice President of Alliance Capital Limited ("ACL").
Mark H. Breedon, Vice President, 42, a Vice President of ACMC since prior to
1990; Director and a Vice President of ACL.
Nicholas Crossland, Vice President, 24, an Assistant Vice President of ACL,
with which he has been associated since 1991. Previously, he was a Trading
Assistant with Brewin Dolphin.
Mark D. Gersten, Treasurer and Chief Financial Officer, 44, a Senior Vice
President of Alliance Fund Services, Inc. ("AFS").
Edmund P. Bergan, Jr., Secretary, 45, a Senior Vice President and the
General Counsel of Alliance Fund Distributors, Inc. and AFS and a Vice
President and an Assistant General Counsel of ACMC.
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, 6th
Floor, Albermarie House, Albermarie Street, London, W1X 3HF. The address of
Messrs. Breedon and Crossland is c/o Alliance Capital Limited, 155
Bishopsgate, London, ECZM 3XS. The address of Mr. Gersten is c/o Alliance Fund
Distributors, Inc., 500 Plaza Drive, Secaucus, New Jersey 07094.
The investment adviser and administrator for the Fund is Alliance Capital
Management L.P., with principal offices at 1345 Avenue of the Americas, New
York, New York 10105. Privanza Banco Personal, S.A., with principal offices at
17 Padilla, Madrid, Spain 28006, serves as the Fund's sub-adviser.
Section 30(f) of the Act and the rules under Section 16 of the Securities
Act of 1934 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 of
shares of the Fund. During 1994, required reports on Form 3 were not filed on
a timely basis on behalf of Ms. Madelon Devoe Talley and Messrs. Brian O'Neil
and Jerry M. de St. Paer, each a Director of ACMC.
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 March 26,
1996 for inclusion in the Fund's proxy statement and form of proxy relating to
that meeting. The submission by a stockholder of a proposal for inclusion in
the proxy statement does not guarantee that it will be included. Stockholder
proposals are subject to certain regulations under federal securities laws.
7
<PAGE>
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.
REPORTS TO STOCKHOLDERS
The Fund will furnish each person to whom the proxy statement is delivered
with a copy of the Fund's latest annual report to stockholders upon request and
without charge. To request a copy, please call Alliance Fund Services at (800)
227-4618 or contact Nancy Davis at Alliance Capital Management L.P., 1345
Avenue of the Americas, New York, New York 10105.
By order of the Board of Directors,
Edmund P. Bergan, Jr.
Secretary
July 24, 1995
New York, New York
8
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS PAGE
- - -------------------------------------------------------------------------------
<S> <C>
Introduction.............................................................. 1
Proposal One: Election of Directors....................................... 1
Proposal Two: Ratification of Selection of Independent Accountants........ 6
Information as to the Fund's Principal Officers, Investment Adviser, Sub-
adviser and Administrator................................................ 7
Submission of Proposals for the Next Annual Meeting of Stockholders....... 7
Other Matters............................................................. 8
Reports to Stockholders................................................... 8
</TABLE>
THE SPAIN FUND, INC.
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[LOGO OF ALLIANCE CAPITAL APPEARS HERE]
Alliance Capital Management L.P.
- - -------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
AND PROXY STATEMENT
AUGUST 24, 1995
<PAGE>
APPENDIX
PROXY PROXY
THE SPAIN FUND, INC.
Instructions to the Stockholders of The Spain Fund, Inc. (the "Corporation")
in connection with the Annual Meeting of Stockholders
to be held on August 24, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE CORPORATION.
The undersigned hereby instructs Nancy E. Davis and Carol H. Rappa to vote
all shares of The Common Stock of the Corporation registered in the name of the
undersigned at the Annual Meeting of Stockholders of the Corporation to be held
at 11:00 a.m., Eastern Time, on August 24, 1995 at the offices of the
Corporation, 1345 Avenue of the Americas, in the Audio-Visual Conference Room,
33rd Floor, New York, New York 10105, and at all adjournments thereof. The
undersigned hereby acknowledges receipt of the Notice of Meeting and
accompanying Proxy Statement and hereby instructs said proxies to vote said
shares as indicated hereon.
This proxy, if properly executed, will be voted in the manner directed by
the undersigned. If no direction is made, this proxy will be voted FOR election
of the nominees as Directors and FOR any proposal for which no choice is
indicated.
Please refer to the Proxy Statement for a discussion of each of the Proposals.
PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
Please sign this proxy exactly as your name appears on the books of the
Corporation. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more than
one name appears, a majority must sign. If a corporation, this signature should
be that of an authorized officer who should state his or her title.
HAS YOUR ADDRESSED CHANGED? DO YOU HAVE ANY COMMENTS?
- - -------------------------------- --------------------------------
- - -------------------------------- --------------------------------
- - -------------------------------- --------------------------------
00250031/AW0
<PAGE>
PLEASE MARK VOTES
/X/ AS IN THIS EXAMPLE
FOR WITHHOLD FOR ALL EXCEPT
1. Election of Directors / / / / / /
Class Three Directors (term expires in 1998)
Dave H. Williams, Inmaculada de Habsburgo-Lorena,
Dr. James M. Hester, Francisco Gomez Roldan,
Juan Manuel Sainz de Vicuna
If you do not wish your shares voted "For" any particular nominee, mark the "For
All Except" box and strike a line through that nominee's name. Your shares will
be voted for the remaining nominees.
2. Ratification of the selection of Price Waterhouse LLP as the independent
accountants for the Corporation for the fiscal year ending November 30,
1995.
FOR AGAINST ABSTAIN
/ / / / / /
3. In their discretion, in such other matters as may properly come before the
Annual Meeting or any adjournment thereof.
Please be sure to sign and date this Proxy. Date___________________________
_____________________________________________
Shareholder sign here Co-owner sign here
Mark box at right if comments or address change have been noted on the reverse
side of this card. / /
RECORD DATE SHARES:
00250031/AW0
