<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
The Spain Fund, Inc.
- - - ----------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- - - ----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rule 14a-
6(i)(4) and 0-11.
(1) Title of each class of securities to which
transaction applies:
- - - ----------------------------------------------------------------
(2) Aggregate number of securities to which transaction
applies:
- - - ----------------------------------------------------------------
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11
(Set forth the amount on which the filing fee is
calculated and state how it was determined):
- - - ----------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- - - ----------------------------------------------------------------
(5) Total fee paid:
- - - ----------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously.
Identify the previous filing by registration statement
<PAGE>
number, or the Form or Schedule and the date of its
filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
<PAGE>
AllianceCapital [LOGO]/(R)/
THE SPAIN FUND, INC.
- - - -------------------------------------------------------------------------------
1345 Avenue of the Americas, New York, New York 10105
Toll Free (800) 221-5672
- - - -------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JUNE 27, 1996
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, June 27, 1996 at 11:00 a.m., for the following purposes, all of
which are more fully described in the accompanying Proxy Statement dated May
13, 1996:
1. To elect four 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, 1996; and
3. To transact such other business as may properly come before the
Meeting.
The Board of Directors has fixed the close of business on April 30, 1996 as
the record date for the determination of stockholders entitled to notice of,
and to vote at, the Meeting or any adjournment thereof. The enclosed proxy is
being solicited on behalf of the Board of Directors.
By Order of the Board of Directors,
Edmund P. Bergan, Jr.
Secretary
New York, New York
May 13, 1996
- - - -------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, SIGN
AND DATE IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF
MAILED IN THE UNITED STATES. IN ORDER TO SAVE THE FUND ANY ADDITIONAL EXPENSE
OF FURTHER SOLICITATION, PLEASE MAIL YOUR PROXY PROMPTLY.
- - - -------------------------------------------------------------------------------
/(R)/ This registered service mark used under license from the owner, Alliance
Capital Management L.P.
<PAGE>
PROXY STATEMENT
THE SPAIN FUND, INC.
1345 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10105
----------------
ANNUAL MEETING OF STOCKHOLDERS
JUNE 27, 1996
----------------
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, June 27, 1996 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 May 13, 1996.
The Board of Directors has fixed the close of business on April 30, 1996 as
the record date for the determination of stockholders entitled to notice of,
and to vote at, the Meeting and at any adjournment thereof. The outstanding
voting shares of the Fund as of April 30, 1996 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 four 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, 1996. 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 June 27, 1996, the persons named as proxies may
propose and vote for one or more adjournments of the Meeting with no other
notice than announcement at the Meeting, and further solicitation of proxies
with respect to such 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, four 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 One as
described below.
<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 One will expire as of the Meeting, the terms of office of the
members of Class Two will expire as of the annual meeting of stockholders to
be held in 1997 and the terms of office of the members of Class Three will
expire as of the annual meeting of stockholders to be held in 1998. Upon
expiration of the terms of office of the members of a class as set forth
above, those persons then elected as Directors in that class will serve until
the third annual meeting of stockholders following their election. Messrs.
Angel Corcostegui and Ignacio Gomez-Acebo, 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 Directors in Class One, Mr. Angel Corcostegui, and Mses.
Marilyn Perry and Reba White Williams, are standing for re-election. In
addition, Mr. Ignacio Gomez-Acebo is standing for stockholder election as a
member of Class One. Mr. Gomez-Acebo was nominated for election by the
Nominating Committee of the Board of Directors and was elected by the Board of
Directors. Each nominee has consented to serve as a Director. The Board of
Directors knows of no reason why any of these nominees 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
BENEFICIALLY OWNED
NAME, AGE, POSITIONS AND OFFICES WITH THE FUND, YEAR FIRST YEAR TERM DIRECTLY OR INDIRECTLY
PRINCIPAL OCCUPATIONS DURING BECAME A AS A DIRECTOR AS OF
THE PAST FIVE YEARS AND OTHER DIRECTORSHIPS DIRECTOR WILL EXPIRE APRIL 30, 1996
----------------------------------------------- ---------- ------------- ----------------------
<C> <S> <C> <C> <C>
*+ Dave H. Williams, Chairman, 63. Chair- 1988 1998 3,514
man of the Board of Alliance Capital (Class Three)
Management Corporation ("ACMC")***
since prior to 1990 and Director of
The Equitable Companies Incorporated
and The Equitable Life Assurance Soci-
ety of the United States.
**+ H.R.H. Pilar de Borbon y Borbon, Duch- 1991 1997 -0-
ess of Badajoz, 59. Director of (Class Two)
Cartier, France and Member of the Ad-
visory Board of Sotheby's Holdings
Inc.
**+ Angel Corcostegui, 44. Chief Executive 1992 1999++ -0-
Officer of Banco Central (Class One)
Hispanoamericano and Member of the In-
ternational Board of The Wharton
School of the University of Pennsylva-
nia
* Carlos Delclaux Zulueta, 39. Managing 1994 1997 -0-
Director of Privanza Banco Personal, (Class Two)
S.A., Chairman of Gestion de Activos
Inmobiliarios (real estate fund man-
agement), Vice-Chairman of Vidrala,
S.A. (glass packaging production),
Chairman of Arenas de Arija, S.A. (in-
dustrial sand production) and Vice-
Chairman of Ondargain, S.A. (private
holding company).
* Enrique L. Fevre, 51. Vice President 1991 1997 -0-
and Managing Director of AXA Gestion (Class Two)
de Seguros y Reaseguros, S.A., Manag-
ing Director of Aurora Polar Sociedad
Anonima de Seguros y Reaseguros, Pres-
ident of Espacio Gestion Espana, S.A.
and Director of Ahorro Familiar, S.A.;
formerly Finance Director of Peugeot
Talbot Espana, S.A., Director of Bar-
celona de Automocion and Managing Di-
rector of PSA Credit S.A. and PSA
Leasing Espana, S.A.
</TABLE>
- - - --------
* "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
BENEFICIALLY OWNED
NAME, AGE, POSITIONS AND OFFICES WITH THE FUND, YEAR FIRST YEAR TERM DIRECTLY OR INDIRECTLY
PRINCIPAL OCCUPATIONS DURING BECAME A AS A DIRECTOR AS OF
THE PAST FIVE YEARS AND OTHER DIRECTORSHIPS DIRECTOR WILL EXPIRE APRIL 30, 1996
----------------------------------------------- ---------- ------------- ----------------------
<C> <S> <C> <C> <C>
**+* Ignacio Gomez-Acebo, 64. Senior Partner 1995 1999++ -0-
of Gomez-Acebo & Pombo, Chairman of (Class One)
the Board of Clarke, Modet & Co. and
Peugeot Leasing & COFIC, Member of the
Board of AXA.
**+ Inmaculada de Habsburgo-Lorena, 50. Di- 1988 1998 -0-
rector of The Spanish Institute, (Class Three)
Trustee of Samuel H. Kress Foundation,
Trustee of Independent Curators Incor-
porated, 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 of Focus
Americas and Member of the Committee
of Honour of the European Community
Chamber Orchestra.
**+ Dr. James M. Hester, 72. President of 1991 1998 500
The Harry Frank Guggenheim Foundation (Class Three)
and Director of Union Carbide Corpora-
tion; formerly President of New York
University and The New York Botanical
Garden and Rector of the United Na-
tions University.
**+ Jose Luis Feito Higueruela, 44. Part- 1988 1997 -0-
ner, Member of the Board and Member of (Class Two)
the Executive Committee of AB
Asesores, Executive Director of the
International Monetary Fund; formerly
Chief of Relations, International Eco-
nomic Organizations in the Bank of
Spain.
**+ Marilyn Perry, 56. President of Samuel 1991 1999 ++ -0-
H. Kress Foundation, Chairman, World (Class One)
Monuments Fund and Trustee of Art Res-
toration for Cultural Heritage (ARCH),
the Burlington Magazine Foundation and
the International Research and Ex-
changes Board (IREX).
</TABLE>
- - - --------
* "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.
4
<PAGE>
<TABLE>
<CAPTION>
NAME, AGE, POSITIONS AND NUMBER OF SHARES
OFFICES WITH THE FUND, BENEFICIALLY OWNED
PRINCIPAL OCCUPATIONS YEAR FIRST YEAR TERM DIRECTLY OR INDIRECTLY
DURING THE PAST FIVE YEARS BECAME A AS A DIRECTOR AS OF
AND OTHER DIRECTORSHIPS DIRECTOR WILL EXPIRE APRIL 30, 1996
-------------------------- ---------- ------------- ----------------------
<C> <S> <C> <C> <C>
**+ Francisco Gomez Roldan, 42. General 1989 1998 -0-
Manager of Argentaria, Corporacion (Class Three)
Bancaria de Espana; formerly Deputy
General Manager of Banco Bilbao Vizca-
ya, S.A., the parent of the sub-advis-
er, General Manager of BBV
Interactivos, S.A. and General Manager
of Banca Catalana, S.A.
**+ Juan Manual Sainz de Vicuna, 70. Chair- 1988 1998 -0-
man of Coca-Cola Espana, President of (Class Three)
the Fundacion Coca-Cola Espana, Direc-
tor 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 Wildlife Fund (Adena), the Notre
Dame University International Advisory
Council and the Spanish Olympic Com-
mittee.
* Reba White Williams, 59. Director of 1990 1999++ 10,073
ACMC, Director of Special Projects, (Class One)
ACMC; art historian and writer; for-
merly a financial writer and consul-
tant, contributing editor to Institu-
tional Investor, Vice President and
security analyst for Mitchell
Hutchins, Inc. and an analyst for
McKinsey & Company, Inc.
</TABLE>
- - - --------
* "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, 1995, 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, 1995, the aggregate compensation paid to each of
5
<PAGE>
the Directors during calendar year 1995 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.
<TABLE>
<CAPTION>
TOTAL NUMBER OF FUNDS IN
THE ALLIANCE FUND
TOTAL COMPENSATION COMPLEX INCLUDING THE
AGGREGATE FROM THE ALLIANCE FUND, AS TO WHICH THE
NAME OF DIRECTOR COMPENSATION FUND COMPLEX, 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................. $10,000 $ 20,000 2
Angel Corcostegui....... $ 9,500 $ 9,500 1
Carlos Delclaux Zulueta. $ 0 $ 0 1
Enrique L. Fevre........ $ 0 $ 0 1
Ignacio Gomez-Acebo..... $ 0 $ 0 1
Inmaculada de Habsburgo-
Lorena................. $10,000 $ 20,000 2
Dr. James M. Hester..... $10,000 $156,000 36
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................... $10,000 $ 10,000 1
Reba White Williams..... $ 0 $ 0 3
</TABLE>
As of April 30, 1996, the Directors and officers of the Fund as a group
owned less than 1% of the shares of the Fund.
THE BOARD OF DIRECTORS OF THE FUND 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, 1996. Their
selection was approved by the vote, cast in person, of a majority of the Board
of Directors, including a majority of the Directors who are not "interested
persons" of the Fund as defined in the Act, at a meeting held on October 13,
1995. The affirmative vote of a majority of the votes cast at the Meeting is
required to ratify such selection. 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.
6
<PAGE>
A representative of Price Waterhouse LLP is expected to attend the Meeting
and to have the opportunity to make a statement and respond to appropriate
questions from the stockholders. 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 OF THE FUND RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR
THE RATIFICATION OF THE SELECTION OF PRICE WATERHOUSE LLP AS INDEPENDENT
ACCOUNTANTS OF THE FUND.
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, 46, a Vice President of ACMC since prior
to 1991; Director and a Vice President of Alliance Capital Limited ("ACL").
Mark H. Breedon, Vice President, 43, a Vice President of ACMC since prior to
1991; Director and a Vice President of ACL.
Nicholas Crossland, Vice President, 25, 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, 45, a Senior Vice
President of Alliance Fund Services, Inc. ("AFS"), with which he has been
associated since prior to 1991.
Edmund P. Bergan, Jr., Secretary, 46, a Senior Vice President and the
General Counsel of Alliance Fund Distributors, Inc. and AFS, with which he has
been associated since prior to 1991.
The address of Messrs. Williams and Bergan is c/o Alliance Capital
Management L.P., 1345 Avenue of the Americas, New York, New York 10105. The
address of Mr. Bergel is c/o Alliance Capital Management International, 53
Stratton Street, London, W1X 6JJ. The address of Messrs. Breedon and Crossland
is c/o Alliance Capital Limited, 53 Stratton Street, London, W1X 6JJ. The
address of Mr. Gersten is c/o Alliance Fund Distributors, Inc., 500 Plaza
Drive, Secaucus, New Jersey 07094.
The 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
Exchange 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 1995, there were no delinquent reports filed with
respect to the Fund.
7
<PAGE>
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 January 13, 1997
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 the federal securities laws.
OTHER MATTERS
Management of the Fund does not know of any matters to be presented at the
Meeting other than those mentioned in this Proxy Statement. If any other
matters properly come before the Meeting, the shares represented by proxies
will be voted with respect thereto in accordance with the best judgment of the
person or persons voting the proxies.
The Fund has engaged Shareholder Communications Corporation, 17 State Street,
New York, New York 10004, to assist the Fund in soliciting proxies for the
Meeting. Shareholder Communications Corporation will receive a fee of $3,000
for its services plus reimbursement of out-of-pocket expenses.
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
May 13, 1996
New York, New York
8
<PAGE>
TABLE OF CONTENTS PAGE
- - - -------------------------------------------------------------------------------
Introduction.............................................................. 1
Proposal One: Election of Directors....................................... 1
Proposal Two: Ratification of Selection of Independent Accountants........ 6
Information as to the Funds' Principal Officers, Investment Adviser, Sub-
adviser and Administrator................................................ 7
Submission of Proposals for the Next Annual Meeting of Stockholders....... 8
Other Matters............................................................. 8
THE SPAIN FUND, INC.
----------------------------------------------------------
AllianceCapital [LOGO]/(R)/
Alliance Capital Management L.P.
----------------------------------------------------------
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
AND PROXY STATEMENT
JUNE 27, 1996
<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 JUNE 27, 1996.
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 Daylight Time, on June 27, 1996 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, DATE 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 ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
___________________________ ______________________________
___________________________ ______________________________
<PAGE>
/X/ PLEASE MARK VOTES AS IN THIS EXAMPLE
1. Election of Directors. For All
For Withhold Except
/ / / / / /
Class One Directors (term expires in 1999)
ANGEL CARCOSTEGUI, IGNACIO GOMEZ-ACEBO,
MARILYN PERRY and REBA WHITE WILLIAMS
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 SHALL BE VOTED FOR
THE REMAINING NOMINEES.
2. RATIFICATION OF THE
SELECTION OF PRICE For Against Abstain
WATERHOUSE LLP as the / / / / / /
independent auditors
for the Corporation
for the fiscal year
ending November 30, 1996.
3. In their discretion, as For Against Abstain
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
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