SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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
14c-6(e)(2)
( ) Definitive Proxy Statement
(X) Definitive Additional Materials
( ) Soliciting Material Pursuant to Rule 14a-11(c) or Rule 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 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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IMPORTANT NEWS
THE GROWTH FUND OF SPAIN
November 24, 1997
Dear Shareholder of The Growth Fund Of Spain:
You should have received a notice for The Growth Fund of Spain's (GSP) special
shareholder meeting. The meeting's purpose is to elect two new nominees to the
Fund's Board of Directors, to approve auditors of the Fund and to approve new
management agreements.
PLEASE VOTE NOW BY SIGNING THE ENCLOSED WHITE PROXY CARD AND MAILING IT IN THE
ENCLOSED POSTAGE-PAID ENVELOPE. EVEN IF YOU HAVE ALREADY VOTED, PLEASE VOTE
AGAIN. BE ASSURED THAT YOUR VOTE WILL NOT BE DOUBLE COUNTED. ONLY THE MOST
RECENT DATED PROXY CARD IS COUNTED.
Recently you were sent proxy material from Bankgesellschaft Berlin AG
(Bankgesellschaft), a German Bank, which is seeking to elect its own nominees as
directors. YOUR BOARD OF DIRECTORS URGES YOU TO REJECT BANKGESELLSCHAFT'S
NOMINEES AND TO VOTE FOR THE BOARD'S NOMINEES ON THE ENCLOSED WHITE PROXY CARD.
BANKGESELLSCHAFT FAVORS CHANGES TO THE FUND, WHICH THEY ACKNOWLEDGE MAY NOT BE
EFFECTIVE AND COULD REDUCE THE VALUE OF THE FUND'S INVESTMENTS.
- -- Bankgesellschaft indicates that its nominees favor such short-sighted
actions as "converting the fund to a closed-end interval fund, or an
open-end fund."
- -- Even in Bankgesellschaft's own proxy material they state, "if the Fund
were to convert to an open-end fund or closed-end interval fund, the
Fund would need to increase its cash position by selling portfolio
securities. Such a restructuring of its portfolio could reduce the
prices to be received for securities the Fund sold, thus reducing the
Fund's Net Asset Value."
BANKGESELLSCHAFT BOUGHT GSP IN 1997 WITH AN INTENTION TO SEEK A RESTRUCTURING TO
REALIZE SHORT-TERM GAINS -- A PLAN THAT SACRIFICES GSP'S OBJECTIVE OF LONG-TERM
CAPITAL APPRECIATION.
- -- GSP's average annual total return on an NAV basis as of October 31,
1997 was 28.47% for one year, 18.49% for three years and 19.42% for
five years.
- -- "It (GSP) has been a well run fund having outperformed the Spanish
market over each of the last five years," states a Merrill Lynch
analyst report dated November 19, 1997.
HELP STOP THIS ATTEMPT TO TAKE OVER GSP FOR SHORT-TERM GAINS BY
BANKGESELLSCHAFT. PLEASE VOTE ON THE ENCLOSED WHITE PROXY CARD.
- -- If you have voted the blue proxy card and would like to change your
vote, please vote now by signing, dating and returning the enclosed
White Proxy Card in the enclosed postage paid envelope.
- -- Vote the enclosed White Proxy Card today if you have not yet voted.
- -- Your vote will not be double counted. Only your last dated proxy card
is counted.
If you have any questions, call our proxy solicitor, Shareholder Communications
Corporation at (800) 221-5724, ext. 421.
The Board of Directors
IF YOU RECEIVED A BLUE PROXY CARD, DO NOT VOTE IT.
INSTEAD, SIGN, DATE AND RETURN THE ENCLOSED WHITE PROXY CARD.
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