<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 GROWTH FUND OF SPAIN, INC.
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(Name of Registrant as Specified In Its Charter)
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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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
THE GROWTH FUND OF SPAIN, INC.
222 SOUTH RIVERSIDE PLAZA, CHICAGO, IL 60606
TELEPHONE 1-800-294-4366
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 29, 1997
AND PROXY STATEMENT
April 11, 1997
To the Shareholders:
You are invited to attend the annual meeting of the shareholders of The Growth
Fund of Spain, Inc. (the "Fund"). The meeting will be held in the Presentation
Room on the 32nd Floor at the offices of the Fund, 222 South Riverside Plaza,
Chicago, Illinois, on Thursday, May 29, 1997 at 2:30 P.M., Chicago time, for
the following purposes and to transact such other business, if any, as may
properly come before the meeting:
1. To elect two directors to the Board of Directors.
2. To ratify or reject the selection of Ernst & Young LLP as independent
auditors for the current fiscal year.
3. To approve or disapprove an amendment to the Fund's Articles of
Incorporation to eliminate the Fund's current staggered system of electing
directors.
The Board of Directors of the Fund has fixed the close of business on March
21, 1997 as the record date for determining the shareholders of the Fund
entitled to notice of and to vote at the meeting. Shareholders are entitled to
one vote for each share held.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR ALL ITEMS.
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PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, AND SIGN,
DATE AND RETURN IT IN THE ENVELOPE PROVIDED.
TO SAVE YOUR FUND THE COST OF ADDITIONAL SOLICITATIONS, PLEASE MAIL YOUR PROXY
PROMPTLY.
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<PAGE>
The accompanying proxy is solicited by the Board of Directors for voting at
the annual meeting of shareholders to be held on Thursday, May 29, 1997 and at
any and all adjournments thereof (the "Meeting"). This proxy statement was
first mailed to shareholders on or about April 11, 1997.
The Board of Directors recommends that shareholders vote FOR ALL ITEMS.
THE VOTE REQUIRED TO APPROVE EACH ITEM IS DESCRIBED UNDER "MISCELLANEOUS."
The Board of Directors has fixed the close of business on March 21, 1997 as
the record date for the determination of shareholders of the Fund entitled to
notice of and to vote at the Meeting. As of February 28, 1997, there were
16,544,593 shares of the Fund issued and outstanding.
ITEM 1. ELECTION OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE
NOMINEES NAMED BELOW.
Pursuant to the Fund's Articles of Incorporation, the Board is divided into
three classes, each class having a term of three years. At the annual meeting
of shareholders in each year, the term of one class of Directors expires.
Pursuant to the Fund's Articles of Incorporation, the number of Directors is
apportioned among the classes so as to maintain the classes as nearly equal in
number as possible.
It is intended that the proxies will be voted for the election as Directors of
the nominees described below. Both nominees listed below have consented to
serve as Directors, if elected. In case any nominee shall be unable or shall
fail to act as a Director by virtue of an unexpected occurrence, the proxies
may be voted for such other person(s) as shall be determined by the persons
acting under the proxies in their discretion. Each Class III Director so
elected will serve as a Director of the Fund until the 2000 annual meeting of
shareholders and, in each case, until the election and qualification of a
successor or until such Director sooner dies, resigns or is removed as
provided in the Fund's Articles of Incorporation and By-laws.
Mr. Tingleff was last elected to the Board at the 1994 annual meeting of
shareholders. Mr. Kelsey was last elected to the Board at the 1995 annual
meeting of shareholders. Messrs. Akins and Renwick were first elected to the
Board at the September 19, 1995 special meeting of shareholders. Mr. Morax was
appointed to the Board on March 6, 1996 to fill a vacancy and was elected to
the Board at the 1996 meeting of shareholders. Messrs. Gottschalk, Timbers,
and Weithers were last elected to the Board at the 1996 meeting of
shareholders.
2
<PAGE>
NOMINEES FOR DIRECTOR--CLASS III
<TABLE>
<CAPTION>
YEAR SHARES BENEFICIALLY
NAME (DATE OF BIRTH), PRINCIPAL YEAR TERM FIRST BECAME OWNED AS OF
OCCUPATION AND AFFILIATIONS EXPIRES A DIRECTOR JANUARY 31, 1997**
- ------------------------------- --------- ------------ -------------------
<S> <C> <C> <C>
James E. Akins (10/15/26) 2000 1995 0
Consultant on International,
Political, and Economic Affairs;
formerly a career United States
Foreign Service Officer, Energy
Adviser for the White House; United
States Ambassador to Saudi Arabia
John B. Tingleff (5/4/35) 2000 1991 1,006
Retired; formerly, President,
Tingleff & Associates (management
consulting firm); formerly, Senior
Vice President, Continental
Illinois National Bank & Trust
Company
</TABLE>
CONTINUING DIRECTORS--CLASS I
<TABLE>
<CAPTION>
YEAR SHARES BENEFICIALLY
NAME (DATE OF BIRTH), PRINCIPAL YEAR TERM FIRST BECAME OWNED AS OF
OCCUPATION AND AFFILIATIONS EXPIRES A DIRECTOR JANUARY 31, 1997**
- ------------------------------- --------- ------------ -------------------
<S> <C> <C> <C>
Frederick T. Kelsey (4/25/27) 1998 1989 1,000
Retired; formerly, consultant to
Goldman, Sachs & Co.; formerly,
President, Treasurer and Trustee of
Institutional Liquid Assets and its
affiliated mutual funds; Trustee of
the Benchmark Fund and the Pilot
Fund
Dominique P. Morax* (10/2/48) 1998 1996 0
Chief Executive Officer and Chief
Investment Officer, Zurich
Investment Management Limited;
Director, Zurich Kemper
Investments, Inc.
Fred B. Renwick (2/1/30) 1998 1995 0
Professor of Finance, New York
University, Stern School of
Business; Director, the Wartburg
Home Foundation; Chairman,
Investment Committee of Morehouse
College Board of Trustees;
Director, American Bible Society
Investment Committee; previously
member of the Investment Committee
of Atlanta University Board of
Trustees; previously Director of
Board of Pensions Evangelical
Lutheran Church in America
</TABLE>
3
<PAGE>
CONTINUING DIRECTORS--CLASS II
<TABLE>
<CAPTION>
YEAR SHARES BENEFICIALLY
NAME (DATE OF BIRTH), PRINCIPAL YEAR TERM FIRST BECAME OWNED AS OF
OCCUPATION AND AFFILIATIONS EXPIRES A DIRECTOR JANUARY 31, 1997**
- ------------------------------- --------- ------------ -------------------
<S> <C> <C> <C>
Arthur R. Gottschalk (2/13/25) 1999 1989 1,000
Retired; formerly, President,
Illinois Manufacturers Association;
Trustee, Illinois Masonic Medical
Center; Member, Board of Governors,
Heartland Institute/Illinois;
formerly, Illinois State Senator
Stephen B. Timbers* (8/8/44) 1999 1993 0
Chief Executive Officer, President,
Chief Investment Officer and
Director, Zurich Kemper
Investments, Inc.; Director, Kemper
Distributors, Inc.; Director,
Dreman Value Advisors, Inc.;
Director, LTV Corporation
John G. Weithers (8/8/33) 1999 1993 300
Retired; formerly, Chairman of the
Board and Chief Executive Officer,
Chicago Stock Exchange; Director,
Federal Life Insurance Company;
President of the Members of the
Corporation and Trustee, DePaul
University; Director, Systems
Imagineering, Inc. and Records
Management Services, Inc.
</TABLE>
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*Interested persons of the Fund as defined in the Investment Company Act of
1940 ("1940 Act").
**From time to time, the Directors have been, and may in the future be,
restricted from buying and/or selling shares of the Fund.
All the Directors except Messrs. Morax and Timbers serve as Board Members of 13
Kemper funds. Mr. Morax serves as a Board Member of 38 Kemper funds and Mr.
Timbers serves as a Board Member and president of 38 Kemper funds. A "Kemper
fund" is an investment company for which ZKI or an affiliate serves as
investment manager.
The Board has an audit and governance committee that is composed of Messrs.
Atkins, Gottschalk, Kelsey, Tingleff, Renwick and Weithers. The committee met
three times during the fiscal year ended November 30, 1996. The committee makes
recommendations regarding the selection of independent auditors for the Fund,
confers with the independent auditors regarding the Fund's financial
statements, the results of audits and related matters, seeks and reviews
nominees for Board membership and performs such other tasks as the Board
assigns. The committee also proposes the nominees for election as directors by
the shareholders. Shareholders wishing to submit the name of a candidate for
consideration by the committee should submit their recommendations to the
secretary of the Fund.
The Fund pays Directors who are not "interested persons" of the Fund an annual
retainer fee plus expenses, and an attendance fee for each Board meeting and
committee meeting. As reflected above, the Directors currently serve as board
members of various investment companies for which the Adviser or an affiliate
of the Adviser serves as investment manager. Directors or officers who are
"interested
4
<PAGE>
persons" receive no compensation from the Fund. The Board met seven times
during the fiscal year ended November 30, 1996. Each then current Director
attended 75% or more of the respective meetings of the Board and the audit and
governance committee (if then a member thereof) held during the fiscal year
ended November 30, 1996.
The table below shows, for each Director entitled to receive compensation from
the Fund, the aggregate compensation paid or accrued during the Fund's fiscal
year ended November 30, 1996 and the aggregate compensation from Kemper funds
paid or accrued during calendar year 1996.
<TABLE>
<CAPTION>
AGGREGATE
COMPENSATION
AGGREGATE FROM FUND AND
COMPENSATION OTHER KEMPER
NAME OF DIRECTOR FROM FUND FUNDS(2)
---------------- ------------ -------------
<S> <C> <C>
James E. Akins.................................. $3,900 $94,300
Arthur R. Gottschalk(1)......................... 4,200 102,700
Frederick T. Kelsey(1).......................... 3,900 106,800
Fred B. Renwick................................. 3,900 94,300
John B. Tingleff................................ 3,900 94,300
John G. Weithers................................ 3,900 94,300
</TABLE>
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(1) Includes deferred fees and interest thereon pursuant to deferred
compensation agreements with certain Kemper funds. Deferred amounts accrue
interest monthly at a rate equal to the yield of Kemper Money Funds--Kemper
Money Market Fund. Total deferred fees and interest accrued by the Fund for
the latest and prior fiscal years are $10,400 for Mr. Gottschalk. Mr.
Kelsey has not entered into a deferred compensation agreement with the
Fund.
(2) Includes compensation for service on the boards of 13 Kemper funds with 36
fund portfolios during calendar year 1996. As noted above, each director,
except Messrs. Morax and Timbers, currently serves as a board member of 13
Kemper funds with 36 fund portfolios.
FUND OFFICERS. Information about the executive officers of the Fund, with their
respective dates of birth and terms as Fund officers indicated, is set forth
below (other than information about Mr. Timbers, president of the Fund since
3/2/95, which is shown above).
Philip J. Collora (11/15/45) has been vice president of the Fund since 2/1/90
and secretary of the Fund since 3/2/95. Mr. Collora is senior vice president
and assistant secretary of the Adviser.
Jerome L. Duffy (6/29/36), treasurer of the Fund since 12/18/89, is senior vice
president of the Adviser.
Charles R. Manzoni, Jr. (1/23/47), vice president of the Fund since 9/4/96, is
executive vice president, secretary and general counsel of the Adviser; prior
thereto, he was a partner, Gardner, Carton & Douglas.
John E. Neal (3/9/50), vice president of the Fund since 1/17/96, is President
of Kemper Funds Group, a unit of the Adviser, and director of the Adviser;
prior thereto, senior vice president of Kemper Real Estate Management Company.
5
<PAGE>
Steven H. Reynolds (9/11/43), vice president of the Fund since 11/10/95, is
executive vice president and chief investment officer--equities of the Adviser
since September, 1995; prior thereto, he was a senior vice president and
equity portfolio manager of an investment advisory firm; prior thereto, he was
a senior vice president, managing director and head of active equities at a
national bank.
The officers of the Fund are elected by the Board of Directors on an annual
basis to serve until their successors are elected and qualified.
SHAREHOLDINGS. As of January 31, 1997, the Directors and officers of the Fund
as a group owned beneficially 3,306 shares of the Fund, which is less than 1%
of the outstanding shares. As of January 31, 1997, no person is known to the
Fund to have owned beneficially more than five percent of the shares of the
Fund.
SECTION 16 REPORTING COMPLIANCE. Section 30(f) of the 1940 Act and Section
16(a) of the Securities Exchange Act of 1934 require the Fund's officers and
Directors, the Adviser, affiliated persons of the Adviser and persons who own
more than ten percent of a registered class of the Fund's equity securities to
file forms reporting their affiliation with the Fund and reports of ownership
and changes in ownership of the Fund's shares with the Securities and Exchange
Commission (the "SEC") and the New York Stock Exchange (the "NYSE"). These
persons and entities are required by SEC regulation to furnish the Fund with
copies of all Section 16(a) forms they file. Based upon a review of these
forms as furnished to the Fund, the Fund believes that, during the fiscal year
ended November 30, 1996, there was compliance with all Section 16(a) filing
requirements applicable to the Fund's officers and Directors, the Adviser and
affiliated persons of the Adviser.
INVESTMENT MANAGER AND SUB-ADVISERS. The Adviser, 222 South Riverside Plaza,
Chicago, Illinois 60606, serves as the Fund's investment adviser and manager
pursuant to an investment management agreement. The Adviser is an indirect
subsidiary of Zurich Insurance Company, an internationally recognized provider
of financial services in property/casualty and life insurance, reinsurance and
asset management. The Adviser uses the investment management services of BSN
Gestion de Patrimonios, S.A., S.G.C. ("Spanish Adviser"), 32 Pasco de la
Castellano, Madrid, Spain 28046, with respect to investments in Spanish
securities pursuant to a sub-advisory agreement between the Adviser and the
Spanish Adviser. In addition, the Adviser uses the investment management
services of Zurich Investment Management Limited ("ZIML"), 1 Fleet Place,
London, U.K. EC4 M 7RQ, with respect to foreign securities pursuant to a sub-
advisory agreement between the Adviser and ZIML.
ITEM 2. SELECTION OF INDEPENDENT AUDITORS
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR ITEM 2.
A majority of the Directors who are "non-interested" persons of the Fund has
selected Ernst & Young LLP, independent auditors, to audit the books and
records
6
<PAGE>
of the Fund for the current fiscal year. This firm has served the Fund in this
capacity since the Fund was organized and has no direct or indirect financial
interest in the Fund except as independent auditors. The selection of Ernst &
Young LLP as independent auditors of the Fund is being submitted to the
shareholders for ratification. A representative of Ernst & Young LLP is
expected to be present at the Meeting and will be available to respond to any
appropriate questions raised at the Meeting and may make a statement.
ITEM 3. AMENDMENT TO THE FUND'S ARTICLES OF INCORPORATION TO ELIMINATE THE
STAGGERED BOARD
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR ITEM 3.
On March 19, 1997, the Board of Directors unanimously approved a resolution
amending the Fund's Articles of Incorporation changing the method of electing
directors from election in staggered terms of three years each to the annual
election of all directors. As proposed to be amended, the Articles of
Incorporation would provide that at each annual meeting of shareholders,
commencing with the annual meeting of shareholders in 1998, the successors of
the Directors whose terms expire in that year will be elected for a one-year
term. Accordingly, in 1999 a majority of the Directors would be elected for a
one-year term and, starting in 2000, all Directors would be elected to hold
office for a one-year term.
Article IV of the Fund's Articles of Incorporation currently provides:
The initial number of directors of the corporation shall be six (6), which
number may be increased or decreased pursuant to the by-laws of the
corporation but shall never be less than three (3). The election of
directors need not be by ballot. Beginning with the first annual meeting
of stockholders held after the initial public offering of the shares of
the corporation (the "initial annual meeting"), the board of directors
shall be divided into three classes: class I, class II and class III. The
terms of office of the classes of directors elected at the initial annual
meeting shall expire at the times of the annual meetings of the
shareholders as follows--class I, at the first such succeeding meeting,
class II, at the second such succeeding meeting and class III at the third
such succeeding meeting--or thereafter in each case when their respective
successors are elected and qualified. At each subsequent annual election,
the directors chosen to succeed those whose terms are expiring shall be
identified as being of the same class as the directors whom they succeed,
and shall be elected for a term expiring at the time of the third
succeeding annual meeting of stockholders, or thereafter in each case when
their respective successors are elected and qualified. The number of
directorships shall be apportioned among the classes so as to maintain the
classes as nearly equal in number as possible . . . .
The amendment approved by the Board would eliminate the provisions of Article
IV that relate to the election of directors in staggered terms by substituting
a revised Article IV as set forth in Annex A to this proxy statement.
7
<PAGE>
A staggered board may ensure a certain continuity and stability in the
composition of, and long range policies formulated by, the Board of Directors.
Accordingly, this may allow the Board to more effectively represent the
interests of the Fund. In addition, this structure assures an opportunity for
new directors to become familiar with the Fund while benefiting from the
experience of the continuing directors. While the Board believes these
considerations to be important, it recognizes that different views exist
regarding the efficacy of the staggered board as a model of corporate
governance. In particular, the Board recognizes that making it more difficult
for the Fund's shareholders to change the majority of Directors may not always
be viewed as an advantage. On balance, the Board has concluded that there is
no continuing need for the staggered system of electing directors for this
Fund, and that approval of the proposed amendment to the Articles of
Incorporation is in the best interest of this Fund.
MISCELLANEOUS
GENERAL. The cost of preparing, printing and mailing the enclosed proxy,
accompanying notice and proxy statement and all other costs in connection with
solicitation of proxies will be paid by the Fund, including any additional
solicitation made by letter, telephone or telegraph. In addition to
solicitation by mail, certain officers and representatives of the Fund,
officers and employees of the Adviser and certain financial services firms and
their representatives, who will receive no extra compensation for their
services, may solicit proxies by telephone, telegram or personally. In
addition, the Adviser may retain a firm to solicit proxies on behalf of the
Board, the fee for which will be borne by the Fund. Failure of a quorum to be
present at the Meeting for the Fund will necessitate adjournment and will
subject the Fund to additional expense. A COPY OF THE FUND'S ANNUAL REPORT IS
AVAILABLE WITHOUT CHARGE UPON REQUEST BY WRITING TO THE FUND, 222 SOUTH
RIVERSIDE PLAZA, CHICAGO, ILLINOIS 60606 OR BY CALLING 1-800-294-4366.
PROPOSALS OF SHAREHOLDERS. Any shareholder proposal that may properly be
included in the proxy solicitation material for the Fund's next annual
shareholder meeting, if any, must be received by the Fund no later than
December 12, 1997.
OTHER MATTERS TO COME BEFORE THE MEETING. The Board is not aware of any
matters that will be presented for action at the Meeting other than those set
forth herein. Should any other matters requiring a vote of shareholders arise,
the proxy in the accompanying form will confer upon the person or persons
entitled to vote the shares represented by such proxy the discretionary
authority to vote the shares with respect to any such other matters in
accordance with their best judgment in the interest of the Fund.
VOTING, QUORUM. Each valid proxy will be voted in accordance with the
instructions on the proxy and as the persons named in the proxy determine on
such other business as may come before the Meeting. If no instructions are
given, the proxy will be voted for the election as Directors of the persons
who have been nominated and as recommended by the Board on each other item.
Shareholders
8
<PAGE>
who execute proxies may revoke them at any time before they are voted, either
by writing to the Fund or in person at the time of the Meeting. Proxies given
by telephone or electronically transmitted instruments may be counted if
obtained pursuant to procedures designed to verify that such instructions have
been authorized.
Item 1, election of Directors, requires a plurality vote of the shares of the
Fund. Item 2, ratification of the selection of independent auditors, requires
the affirmative vote of a majority of the shares casting votes on the matter.
Item 3, approval of the amendment to the Fund's Articles of Incorporation to
eliminate the staggered board, requires the affirmative vote of two-thirds
(2/3) of the shares entitled to vote on the matter.
In tallying shareholder votes, abstentions and broker non-votes (i.e., shares
held by brokers or nominees as to which (i) instructions have not been
received from the beneficial owners or persons entitled to vote and (ii) the
broker or nominee does not have discretionary voting power on a particular
matter) will be counted for determining whether a quorum is present for
purposes of convening the Meeting and will be considered present at the
Meeting. On Item 1, abstentions and broker non-votes will have no effect; the
persons receiving the largest number of votes will be elected. On Item 2,
abstentions and broker non-votes will not be counted as "votes cast" and will
have no effect on the result of the vote. On Item 3, abstentions and broker
non-votes will have the effect of being voted against the Item.
At least 50% of the shares of the Fund must be present, in person or by proxy,
in order to constitute a quorum. Thus, the Meeting could not take place on its
scheduled date if less than 50% of the shares of the Fund were represented.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR ALL ITEMS.
Please complete, sign and return the enclosed proxy promptly. No postage is
required if mailed in the United States.
By order of the Board of Directors,
Philip J. Collora
Secretary
9
<PAGE>
ANNEX A
The number of directors of the corporation shall be eight (8), which number
may be increased or decreased pursuant to the by-laws of the corporation but
shall never be less than three (3). The election of directors need not be by
ballot. Beginning with the first annual meeting of stockholders held after the
initial public offering of the shares of the corporation (the "initial annual
meeting"), the board of directors shall be divided into three classes: class
I, class II and class III. The terms of office of the classes of directors
elected at the initial annual meeting shall expire at the times of the annual
meetings of the stockholders as follows: class I, at the first such succeeding
meeting; class II, at the second such succeeding meeting and class III at the
third such succeeding meeting or thereafter in each when their respective
successors are elected and qualified. At each subsequent annual meeting of
stockholders, through and including the annual meeting of stockholders in
1997, the directors chosen to succeed those whose terms are expiring shall be
identified as being of the same class as the directors whom they succeed, and
shall be elected for a term expiring at the time of the third succeeding
annual meeting of stockholders, or thereafter in each case when their
respective successors are elected and qualified. The number of directorships
shall be apportioned among the classes so as to maintain the classes as nearly
equal in number as possible. At each annual meeting of stockholders,
commencing with the annual meeting of stockholders in 1998, the successors of
the directors of the class whose terms expire in that year shall be elected to
serve until the next annual meeting of stockholders and until their successors
are elected and qualified, so that, upon the expiration in 2000 of the terms
of the directors elected at the annual meeting of stockholders in 1997, all
directors shall be elected to hold office for a term expiring at the next
succeeding annual meeting of stockholders and until their successors are
elected and qualified.
<PAGE>
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- -------------------------------------------------------------------------------
NOTICE OF
ANNUAL MEETING
OF SHAREHOLDERS
MAY 29, 1997
AND
PROXY STATEMENT
THE GROWTH FUND OF SPAIN, INC.
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- -------------------------------------------------------------------------------
LOGO
PRINTED ON RECYCLED PAPER
<PAGE>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS [X]
[LOGO] KEMPER FUNDS THE GROWTH FUND OF SPAIN, INC.
PROXY SERVICES
P.O. BOX 9148 FOR THE ANNUAL MEETING OF SHAREHOLDERS
FARMINGDALE, NY 11735 MAY 29, 1997
THE SIGNERS OF THIS PROXY HEREBY APPOINT
STEPHEN B. TIMBERS AND ARTHUR R.
GOTTSCHALK, AND EACH OF THEM, ATTORNEYS
AND PROXIES, WITH POWER OF SUBSTITUTION
IN EACH, TO VOTE ALL SHARES FOR THE
SIGNERS AT THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD MAY 29, 1997, AND
AT ANY ADJOURNMENTS THEREOF, AS SPECIFIED
HEREIN, AND IN ACCORDANCE WITH THEIR BEST
JUDGMENT, ON ANY OTHER BUSINESS THAT MAY
PROPERLY COME BEFORE THIS MEETING. IF NO
SPECIFICATION IS MADE HEREIN, ALL SHARES
WILL BE VOTED AS RECOMMENDED BY THE BOARD
ON EACH ITEM SET FORTH ON THIS PROXY.
PLEASE VOTE PROMPTLY!
Your vote is needed! Please vote below and sign in the space provided.
You may receive additional proxies for your other accounts with Kemper. These
are not duplicates; you should sign and return each proxy card in order for your
votes to be counted. Please return them as soon as possible to help save the
cost of additional mailings.
THE PROXY IS SOLICITED BY THE BOARD OF THE FUND WHICH RECOMMENDS A VOTE "FOR"
ITEMS 1, 2 AND 3.
Signature(s) (All registered owners of accounts shown above must sign.
If signing for a corporation, estate or trust, please indicate your capacity
or title.)
For Withhold For All
1. Election of Directors: All All Except:
/ / / / / /
01) James E. Akins, 02) John B. Tingleff
TO WITHHOLD AUTHORITY TO VOTE MARK THE "FOR ALL EXCEPT" BOX AND WRITE THE
NOMINEE'S NUMBER ON THE LINE PROVIDED BELOW.
-----------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" ALL NOMINEES.
2. Ratify the selection of Ernst & For Against Abstain
Young LLP as the Fund's independent / / / / / /
auditors for the current fiscal
year.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" ITEM 2.
3. To amend the Fund's Articles of / / / / / /
Incorporation to eliminate the Fund's
current staggered system of electing
directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" ITEM 3.
<TABLE>
<CAPTION>
- -------------------------------------------- -------------- -------------------------------- --------------
<S> <C> <C> <C>
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
</TABLE>
