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:
[X] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[_] 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)
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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 Rule 14a6(i)(1) 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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[_] 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.:
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(4) Date Filed:
[LOGO GRAPHIC OMITTED]
AllianceBernstein
Investments
THE SPAIN FUND, INC.
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1345 Avenue of the Americas
New York, New York 10105
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September [22], 2009
Dear Stockholders:
The Board of Directors (the "Board") of The Spain Fund, Inc. (the "Fund"),
a Maryland corporation, is pleased to invite you to the Annual Meeting of
Stockholders (the "Meeting") to be held on November 9, 2009. The accompanying
Notice of Annual Meeting of Stockholders and Proxy Statement present several
Proposals to be considered at the Meeting.
At the Meeting, you will be asked to elect three Directors of the Fund.
You will also be asked to consider and approve a Proposal to modify the Fund's
fundamental investment objective. The Board has recently approved a broadening
of the Fund's investment universe to include companies located in Spain and
Portugal and in the historically Spanish- and Portuguese-speaking countries of
Central and South America, a group commonly referred to as "Ibero-American"
countries. The broadening of the Fund's investment focus requires a change to
its fundamental investment objective. We believe that the Fund's stockholders
would benefit if the Fund has the opportunity to be invested in a broader
universe of companies and growth sectors. In this regard, the Board approved
changing the name of the Fund to "The Ibero-America Fund, Inc.," subject to
stockholder approval of the investment objective and policy changes discussed
below.
Although not required, the Fund currently has an investment objective that
is fundamental. Fundamental investment policies or objectives are restrictions
that under federal law can only be changed by a stockholder vote. Federal law
requires certain policies to be fundamental. We are also asking that you approve
making the investment objective "non-fundamental." A non-fundamental policy can
be changed with approval of the Board in the future without the need for the
delay or expense of a stockholder vote.
Finally, you will be asked to consider and approve Proposals, as explained
in the attached Proxy Statement, that are intended to amend or eliminate certain
of the Fund's fundamental investment policies. We are proposing that these
required policies be amended to conform to the standardized policies adopted by
most other AllianceBernstein funds. The amended policies would give the Fund
maximum flexibility, currently or in the future, provided under applicable laws.
Some of the Fund's other fundamental policies are not required to be
fundamental. These non-required fundamental policies, adopted more than twenty
years ago, are no longer applicable, overlap to a certain extent with legal
requirements already imposed upon the Fund, or are inconsistent with the Fund's
proposed new investment focus. We believe that modifying or eliminating
restrictions that are obsolete, unnecessary, or inconsistent would give the Fund
more flexibility to pursue its proposed expanded investment goals.
The Board has concluded that the Proposals are in the best interests of
the Fund and its stockholders. The Board recommends that you vote "FOR" each of
the Proposals.
We welcome your attendance at the November 9, 2009 Meeting. If you are
unable to attend, we encourage you to authorize the proxy holders to cast your
votes. Georgeson Inc. (the "Proxy Solicitor"), a professional proxy solicitation
firm, has been selected to assist in the proxy solicitation process. If we have
not received your proxy as the date of the Meeting approaches, you may receive a
telephone call from the Proxy Solicitor to remind you to submit your proxy. No
matter how many shares you own, your vote is important.
Sincerely,
Robert M. Keith
President
PROXY STATEMENT
THE SPAIN FUND, INC.
QUESTIONS AND ANSWERS
Q. WHAT IS THIS DOCUMENT AND WHY DID WE SEND IT TO YOU?
A. This booklet contains the Notice of Annual Meeting of Stockholders (the
"Notice") of The Spain Fund, Inc. (the "Fund") and Proxy Statement, which
provide you with information you should review before voting on the
Proposals that will be presented at the Annual Meeting of Stockholders
(the "Meeting"). You are receiving this proxy material because you own
shares of the Fund's stock. As a stockholder, you have the right to vote
for the election of Directors of the Fund and on the various Proposals
concerning your investment in the Fund.
Q. WHO IS ASKING FOR MY VOTE?
A. The Board of Directors of the Fund ("Board") is asking you to vote at the
Meeting. The Proposals are as follows:
o the election of three Directors of the Fund;
o the modification of the Fund's fundamental investment objective
and reclassification of the fundamental investment objective
as non-fundamental; and
o the amendment or elimination of certain of the Fund's
fundamental investment restrictions.
Q. HOW DOES THE BOARD RECOMMEND I VOTE?
A. The Board recommends that you vote "FOR" all Proposals.
Q. WHO IS ELIGIBLE TO VOTE?
A. Stockholders of record at the close of business on September 21, 2009 (the
"Record Date") are entitled to vote at the Meeting or any adjournment or
postponement of the Meeting. If you owned shares on the Record Date, you
have the right to vote even if you later sold the shares.
Q. WHAT ROLE DOES THE BOARD PLAY?
A. The Board oversees the management of the Fund. Each of the Directors has
an obligation to act in what he or she believes to be the best interests
of the Fund, including approving and recommending investment objective and
policy changes such as those proposed in the Proxy Statement. The
background of each nominee for Director is described in the Proxy
Statement.
Q. WHY IS THE BOARD PROPOSING TO MODIFY THE FUND'S FUNDAMENTAL INVESTMENT
OBJECTIVE AND RECLASSIFY THE FUND'S FUNDAMENTAL INVESTMENT OBJECTIVE AS
NON-FUNDAMENTAL?
A. The Board has recently approved a broadening of the Fund's investment
universe to include companies located in Spain and Portugal and in the
historically Spanish- and Portuguese-speaking countries of Central and
South America, commonly referred to as "Ibero-American" countries, in
response to changes in market conditions. We are proposing to modify the
Fund's investment objective to make it consistent with the Fund's proposed
new investment focus. Consistent with this change, the Board approved a
change in the Fund's name to "The Ibero-America Fund, Inc.," subject to
stockholder approval of the new investment objective and policy changes
discussed below.
A fund's investment objective generally is not required to be fundamental.
Consequently, a fund is not usually required to have a stockholder vote to
change its objective under applicable laws. We are proposing the
reclassification of the Fund's fundamental investment objective as
non-fundamental to provide the Fund with the flexibility to respond to
market changes without incurring the expense and delay of seeking a
stockholder vote. The reclassification would permit the Fund to revise its
investment objective in the event that the Board, in consultation with the
Fund's investment adviser, AllianceBernstein L.P., believes it is
necessary or appropriate to emphasize different strategies or portfolio
allocations in light of then prevailing market conditions or trends. The
Fund will provide stockholders with 60 days' prior written notice of any
material change in the Fund's investment objective.
Q. WHY IS THE BOARD PROPOSING TO AMEND OR ELIMINATE CERTAIN OF THE FUND'S
FUNDAMENTAL INVESTMENT POLICIES?
A. The federal law applicable to funds such as the Fund requires certain
investment policies of the Fund to be fundamental, which means that they
cannot be changed without a stockholder vote. We are proposing that these
policies be amended to conform to the standardized policies adopted by
most other AllianceBernstein funds. The amended policies would give the
Fund maximum flexibility, currently or in the future, provided under
applicable laws. Some of the Fund's other fundamental policies are no
longer required to be fundamental. These non-required non-fundamental
policies, adopted more than 20 years ago, are no longer applicable,
overlap to a certain extent with legal requirements already imposed upon
the Fund, or are inconsistent with the Fund's proposed new investment
focus. We believe that modifying or eliminating restrictions that are
obsolete, unnecessary, or inconsistent would give the Fund more
flexibility to pursue its proposed expanded investment goals. The Fund
would continue to be managed in accordance with the investment objective
and strategies described in the Fund's annual report or other disclosure
documents as such documents are updated from time to time.
Q. HOW CAN I VOTE MY SHARES?
A. Please follow the instructions included on the enclosed Proxy Card.
Q. WHAT IF I WANT TO REVOKE MY PROXY?
A. You can revoke your proxy at any time prior to its exercise (i) by giving
written notice to the Secretary of the Fund at 1345 Avenue of the
Americas, New York, New York 10105, (ii) by authorizing a later-dated
proxy (either by signing and mailing another proxy card, or by calling
Georgeson Inc. (the "Proxy Solicitor") at 1-800-652-8683) or (iii) by
personally voting at the Meeting.
Q. WHOM DO I CALL IF I HAVE QUESTIONS REGARDING THE PROXY?
A. You can call the Proxy Solicitor at 1-866-729-6816.
[LOGO GRAPHIC OMITTED]
AllianceBernstein
Investments
THE SPAIN FUND, INC.
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1345 Avenue of the Americas
New York, New York 10105
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
November 9, 2009
To the Stockholders of The Spain Fund, Inc.:
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of The Spain Fund, Inc., a Maryland corporation (the "Fund"), will be
held at the offices of the Fund, 1345 Avenue of the Americas, 41st Floor, New
York, New York 10105, on Monday, November 9, 2009 at 3:30 p.m. Eastern Time, for
the following purposes, all of which are more fully described in the
accompanying Proxy Statement dated September [22], 2009:
1. To elect three Directors of the Fund for specified terms, each such
Director to hold office until his successor is duly elected and
qualifies;
2. To approve a proposed change in the Fund's fundamental investment
objective and to reclassify the Fund's proposed investment objective
as non-fundamental;
3. To approve proposed amendments to, or elimination of, certain of the
Fund's fundamental investment restrictions; and
4. To transact such other business as may properly come before the
Meeting.
The Board of Directors has fixed the close of business on September 21,
2009 as the record date for the determination of stockholders entitled to notice
of, and to vote at, the Meeting or any postponement or adjournment thereof. The
enclosed proxy is being solicited on behalf of the Board of Directors of the
Fund.
By Order of the Board of Directors,
Robert M. Keith
President
New York, New York
September [22], 2009
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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. Your vote is very important no matter how many
shares you own. Please complete, date, sign and return your proxy promptly in
order to save the Fund any additional cost of further proxy solicitation and in
order for the Meeting to be held as scheduled.
--------------------------------------------------------------------------------
AllianceBernstein(R) and the AB Logo are registered trademarks and service
marks used by permission of the owner, AllianceBernstein L.P.
PROXY STATEMENT
THE SPAIN FUND, INC.
1345 Avenue of the Americas
New York, New York 10105
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ANNUAL MEETING OF STOCKHOLDERS
November 9, 2009
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INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors (the "Board") 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, New York, New York 10105, on Monday, November 9,
2009 at 3:30 p.m. Eastern Time. 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 September 22, 2009.
Any stockholder who owned shares of the Fund on Monday, September 21, 2009
(the "Record Date") is entitled to notice of, and to vote at, the Meeting and
any postponement or adjournment thereof. Each share is entitled to one vote.
Important Notice Regarding Availability of Proxy Materials for the Stockholders'
Meeting to be Held on Monday, November 9, 2009. The Proxy Statement is available
on the Internet at http://www.alliancebernstein.com (click on US Investors &
Financial Advisors/Investment Products/Mutual Funds/Closed-End).
PROPOSAL ONE
ELECTION OF DIRECTORS
At the Meeting, three Directors are nominated for election, to serve for
terms of three years, until their successors are duly elected and qualify. The
affirmative vote of a majority of the votes cast by the stockholders is required
to elect a Director. It is the intention of the persons named in the enclosed
proxy card to nominate and vote in favor of election of each of the nominees.
Under the Charter and Amended and Restated Bylaws of the Fund (the
"Bylaws"), the Board has been divided into three classes. The terms of Class Two
Directors will expire as of the Meeting, the terms of Class Three Directors will
expire as of the annual meeting of stockholders for 2010, and the terms of Class
One Directors will expire as of the annual meeting of stockholders for 2011.
Upon expiration of the terms of the Directors of each class as set forth above,
the terms of their successors in that class will continue until the end of their
terms and until their successors are duly elected and qualify.
Under this classified Board structure, only those Directors in a single
class are required to be elected at the annual meeting of stockholders. It would
require two years of annual meeting elections to change a majority of the Board,
although Maryland law provides that stockholders may remove Directors under
certain circumstances, even if they are not then standing for re-election. This
classified Board structure, 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 of the Fund and, thus, has the effect of maintaining the
continuity of management.
At the July 30, 2009 Meeting of the Board (the "Board Meeting"), the Board
recommended Robert M. Keith to stockholders for election in Class Two of the
Fund. Mr. Keith will stand for election at the Meeting. At the Meeting, Mr.
William H. Foulk and Mr. Antonio Eraso are each standing for election as a
Director in Class Two. Each nominee has consented to serve as a Director. The
Board knows of no reason why any of the nominees for the Board will be unable to
serve, but in the event any nominee is unable to serve or for good cause will
not serve, the proxies received indicating a vote in favor of such nominee will
be voted for such substitute nominee as the Board may recommend.
A provision of the Bylaws (the "Qualification Bylaw") requires, among
other things, that to be eligible for nomination as a Director, an individual
(other than the Chairman) must either (i) have a substantial Spanish connection
of a type specified or (ii) be, or previously have been, connected in a
specified manner with the Fund's investment adviser or subadviser (or any of
their affiliates). The Fund currently does not employ a subadviser. The
Governance and Nominating Committee of the Board determines whether an
individual so qualifies and has determined that each of the nominees named above
satisfies the Bylaw requirements.
Although the Fund is a Maryland corporation, 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 United States 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 and 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 those countries to effective enforcement of the criminal
penalties of the federal securities laws.
Certain information concerning the Fund's Directors, including the
nominees for election as Directors, is set forth below.
Number of Other
Portfolios in Directorships
Year Term as Fund Complex Held by
a Director Years of Principal Occupation(s), Including Overseen Director
Name, Address* and Age Will Expire Service ** Directorships Held, During Past 5 Years by Director or Nominee
------------------------------ ----------- ---------- -------------------------------------------- ------------- -------------
DISINTERESTED DIRECTORS
-----------------------
Chairman of the Board
William H. Foulk, Jr., #, ## Class Two 5 years Investment Adviser and an Independent 89 None
77 (2012) + Consultant. Previously, he was Senior
Manager of Barrett Associates, Inc., a
registered investment adviser, with which he
had been associated since prior to 2004. He
was formerly Deputy Comptroller and Chief
Investment Officer of the State of New York
and, prior thereto, Chief Investment Officer
of the New York Bank for Savings.
Luis Abril Perez, # Class Three 3 years General Manager for the Chairman's Technical 1 None
61 (2010) Staff at Telefonica S.A. and member of the
Executive Committee. Prior thereto, he was
Chairman of Telefonica Media Group.
Formerly, General Manager of Corporate
Marketing, Media and Content and Corporate
Communications.
Antonio Eraso, # Class Two 7 years Advisor CEO Iberdrola. President of Heron 1 Mapfre
68 (2012) + Espana; Advisor of CB Richard Ellis (Spain International
and Portugal); Advisor of Bansa Leasing; Insurance and
Advisor of Transolver (Finance); Advisor of Heron Espana
Grupo Tecnobit S.A. (Defense); Advisor of
Equifax Iberica; formerly, President's
Assessor of Iberdrola; President's Assessor
of Grupo Berge; Assessor of Tishman & Speyer
Espana S.A.; Board's Assessor of Young &
Rubican Espana; Board's Assessor of Gleeds
Iberica (project management); Member of the
National Assembly and Permanent Commission
of ASNEF (National Association of Financial
Entities); Spanish Representative of
EURO-FINAS (European Association of Finance);
formerly, Advisor of Sedgwick Group Espana.
Baldomero Falcones Jaquotot, # Class One 3 years Chairman and Chief Executive Officer of 1 None
63 (2011) Fomento de Construcciones y Contratas SA
(since 2008) and formerly founding Partner
and GP, Magnum Industrial Partners (private
equity firm) (2006-2007). Formerly,
Chairman, Mastercard International Worldwide
(2002-2006), Santander Seguros (2002-2006)
and Europay Spain; Managing Director, Banco
Santander Central Hispano and Member of the
Management Executive Committee; Chairman,
Bank Urquijo Limited London UK, Hispano
Americano Sociedade do Investimento Lisboa,
Banco Urquijo Chile, Banco Hispano Americano
Benelux, Brussels, Fiat Finance, S.A.,
Madrid; Executive Vice Chairman and CEO,
Corporacion Financiera Hispamer; CEO, Banco
Hispano Industrial Investment Bank. Former
Board member, Union Electrica Fenosa S.A.;
Board Member, RWE Espana, S.A., Mastercard
Europe, CESCE, Cia. de Segurose, S.A., C.H.
Generalli Seguros, S.A., La Estrella, S.A.,
and Banif, S.A.
Daniel de Fernando Garcia, # Class One 6 years Consultant. Formerly, Head of Private 1 Independent
44 (2011) Banking and Personal Banking (prior to Director of
January 2008) after being Head of Asset various
Management and Private Banking Banco Bilbao European
Vizcaya Argentaria ("BBVA") since October funds advised
2002. Prior to 2002 he was associated with by Schroder
J.P. Morgan for 14 years in the following Investment
capacities: Managing Director and Head of Management
J.P. Morgan Private Banking Asset Management
(Europe, Africa, The Orient and Asia); Head
of J.P. Morgan Private Banking Wealth
Management (Europe, Africa and The Orient);
J.P. Morgan Co-Head of Asset Management
Services Iberia, Head of Investments and
Chairman and CEO of Morgan Gestion, S.A.
(JPM Madrid); Member of AMS European Mgmt.
Group, Member of PCG Europe Management Team,
Member of JPM Madrid Management Committee,
Equity Portfolio Manager in the International
Investment Group (JPMIM London), Fixed Income
Portfolio Manager, Equity Portfolio Manager
and Director of Altitude Investments Limited,
Proxima Alfa Investments, S.A., BBVA Pensiones,
S.A., EGFP, Gestion de Prevision y Pensiones,
S.A., EGFP, BBVA Gestion, S.A. SGIIC.
Inmaculada de Habsburgo-Lorena, # Class 22 years President and Chief Executive Officer of The 1 King Juan
64 Three Queen Sofia Spanish Institute. Carlos
(2010) International
Center of New
York
University
Foundation
and World
Monuments
Fund Espana
INTERESTED DIRECTORS
-----------------------
Robert M. Keith, *** Class Two None Executive Vice President of the Adviser since 6 None
49 (2012) + July 2008; Executive Managing Director of
AllianceBernstein Investments, Inc.
("ABI")**** since 2006 and head of ABI since
July 2008. Prior to joining ABI in 2006,
Executive Managing Director of Bernstein
Global Wealth Management, and prior thereto,
Senior Managing Director and Global Head of
Client Service and Sales of the Adviser's
institutional investment management business
since 2004. Prior thereto, Managing Director
and Head of North American Client Service
and Sales in the Adviser's institutional
investment management business, with which
he had been associated since prior to 2004.
-----------------------------------------------
* The address for each of the Fund's Disinterested Directors is c/o
AllianceBernstein L.P., Attn: Philip L. Kirstein, 1345 Avenue of the
Americas, New York, NY 10105.
** "Years of Service" refers to the total number of months or years served as
a Director.
*** Mr. Keith is an "interested person," as defined in Section 2(a)(19) of the
Investment Company Act of 1940 (the "1940 Act"), of the Fund due to his
position as an Executive Vice President of the Fund's investment sdviser,
AllianceBernstein L.P. (the "Adviser").
**** An affiliate of the Fund.
# Member of the Audit Committee, the Independent Directors Committee and the
Governance and Nominating Committee of the Fund.
## Member of the Fair Value Pricing Committee of the Fund.
+ If elected at the Meeting.
The dollar range of the Fund's securities owned by each Director and the
aggregate dollar range of securities owned in the AllianceBernstein Fund Complex
are set forth below.
Aggregate Dollar Range
of Equity Securities
Dollar Range in the Funds in the
of Equity Securities AllianceBernstein
in the Fund as of Fund Complex as
[September 21], 2009 of December 31, 2008
-------------------- ---------------------
Disinterested Directors
-----------------------
William H. Foulk, Jr. $1 - $10,000 over $100,000
Luis Abril Perez None None
Antonio Eraso $1 - $10,000 $1 - $10,000
Baldomero Falcones Jaquotot None None
Daniel de Fernando Garcia None None
Inmaculada de Habsburgo-Lorena $10,001-$50,000 $10,001-$50,000
During the fiscal year ended November 30, 2008, the Board met five times.
The Fund does not have a policy that requires a Director to attend the Fund's
annual meeting of stockholders. Mr. William H. Foulk, Jr. attended the Fund's
prior year's annual meeting of stockholders.
The Board has four standing committees: the Audit Committee, the
Independent Directors Committee, the Governance and Nominating Committee, and
the Fair Value Pricing Committee. The members of the Committees are identified
above in the table listing the Directors. The function of the Audit Committee is
to assist the Board in its oversight of the Fund's financial reporting process.
The members of the Audit Committee are "independent" as required by the
applicable listing standards of the New York Stock Exchange. During the Fund's
fiscal year ended in 2008, the Audit Committee met three times.
The Board has adopted a charter for its Governance and Nominating
Committee, a copy of which may be found on the Adviser's website,
http://www.alliancebernstein.com (click on US Investors & Financial
Advisors/Investment Products/Mutual Funds/Closed-End). Pursuant to the charter
of the Governance and Nominating Committee, the Governance and Nominating
Committee assists the Board in carrying out its responsibilities with respect to
governance of the Fund and identifies, evaluates and selects and nominates
candidates for the Board. It also may set standards or qualifications for
Directors. The Governance and Nominating Committee may consider candidates as
Directors submitted by the Fund's current Directors, officers, the Adviser,
stockholders and other appropriate sources.
The Governance and Nominating Committee will consider candidates submitted
by a stockholder or group of stockholders who have owned at least 5% of the
Fund's outstanding common stock for at least two years at the time of submission
and who timely provide specified information about the candidates and the
nominating stockholder or group. To be timely for consideration by the
Governance and Nominating Committee, the submission, including all required
information, must be submitted in writing to the attention of the Secretary at
the principal executive offices of the Fund not less than 120 calendar days
before the date of the proxy statement for the previous year's annual meeting of
stockholders. The Committee will consider only one candidate submitted by such a
stockholder or group for nomination for election at an annual meeting of
stockholders. The Committee will not consider self-nominated candidates.
The Governance and Nominating Committee will consider and evaluate
candidates submitted by stockholders on the basis of the same criteria as those
used to consider and evaluate candidates submitted from other sources. These
criteria include the candidate's relevant knowledge, experience, and expertise,
the candidate's satisfaction of the Qualification Bylaw, the candidate's ability
to carry out his or her duties in the best interests of the Fund and the
candidate's ability to qualify as a disinterested Director. During the Fund's
fiscal year ended in 2008, the Governance and Nominating Committee met twice.
The function of the Fund's Independent Directors Committee is to consider
and take action on matters that the Board or Committee believes should be
addressed in executive session of the disinterested Directors, such as review
and approval of the Advisory and Stockholder Inquiry Agency Agreements. During
the Fund's fiscal year ended in 2008, the Independent Directors Committee did
not meet since there were no "interested" directors of the Fund at any relevant
time and the disinterested Directors conducted the business normally covered by
the Independent Directors Committee in executive sessions of the Board, without
any members of management present. The disinterested Directors meet in executive
session without representatives of management present at every Board meeting. In
fiscal 2008, the approval of the Advisory and Stockholder Inquiry Agency
Agreements was considered at such an executive session.
The function of the Fund's Fair Value Pricing Committee is to consider, in
advance if possible, any fair valuation decision of the Adviser's Valuation
Committee relating to a security held by the Fund made under unique or highly
unusual circumstances not previously addressed by the Valuation Committee that
would result in a change in the Fund's net asset value ("NAV") by more than
$0.01 per share. During the Fund's fiscal year ended in 2008, the Fair Value
Pricing Committee did not meet.
The Board has adopted a process for stockholders to send communications to
the Board. To communicate with the Board or an individual Director of the Fund,
a stockholder must send a written communication to the Fund's principal office
at the address listed in the Notice of Annual Meeting of Stockholders
accompanying this Proxy Statement, addressed to the Board or the individual
Director. All stockholder communications received in accordance with this
process will be forwarded to the Board or the individual Director to whom or to
which the communication is addressed.
The Fund does not pay any fees to, or reimburse expenses of, any Director
during a time when the Director is an affiliated person of the Adviser or any of
its affiliates. The aggregate compensation paid by the Fund to the Directors
during the Fund's fiscal year ended 2008, the aggregate compensation paid to the
Directors during calendar year 2008 by all of the investment companies in the
AllianceBernstein Fund Complex, the total number of investment companies in the
AllianceBernstein Fund Complex as to which the Directors are a director or
trustee and the number of investment portfolios as to which the Directors are
directors or trustees are set forth below. Neither the Fund nor any other
investment company in the AllianceBernstein Fund Complex provides compensation
in the form of pension or retirement benefits to any of its directors or
trustees.
Number of Investment Number of Investment
Compensation Companies in the Portfolios within the
from the AllianceBernstein AllianceBernstein
AllianceBernstein Fund Complex, Fund Complex,
Compensation from Fund Complex, including the Fund, as including the Fund, as
the Fund during including the to which the Director to which the Director
Name of Director its Fiscal Year Fund, during 2008 is a Director or Trustee is a Director or Trustee
------------------------------ ----------------- ----------------- ------------------------ ------------------------
William H. Foulk, Jr. $ 21,991 $ 486,700 35 89
Luis Abril Perez $ 17,200 $ 17,200 1 1
Antonio Eraso $ 17,200 $ 17,200 1 1
Baldomero Falcones Jaquotot $ 17,200 $ 17,200 1 1
Daniel de Fernando Garcia $ 17,200 $ 17,200 1 1
Inmaculada de Habsburgo-Lorena $ 17,200 $ 17,200 1 1
The Board unanimously recommends that the stockholders vote FOR each of
the nominees to serve as a Director of the Fund. Approval of Proposal One with
regard to each Director requires the affirmative vote of a majority of the votes
entitled to be cast.
PROPOSAL TWO
MODIFICATION AND RECLASSIFICATION
OF INVESTMENT OBJECTIVE
We are asking that you approve a change in the Fund's investment objective
and reclassification of the investment objective as non-fundamental as discussed
below.
--------------------------------------------------------------------------------
Current Investment Objective: Proposed Investment Objective:
(Fundamental) (Non-fundamental)
--------------------------------------------------------------------------------
The Fund's investment objective is to The Fund seeks long-term growth of
seek long-term capital appreciation capital.
by investing primarily in the equity
securities of Spanish companies.
--------------------------------------------------------------------------------
At the Board Meeting, the Adviser discussed with the Board that, at the
time of the Fund's inception in 1988, the Spanish economy was growing at a rate
faster than the rest of Europe, which made Spain an attractive growth
proposition for investors. Currently, the Spanish economy is no longer growing;
it is in decline. While the Spanish economy may begin growing again in 2011 or
sooner, the Adviser believes that the rate of growth will be far slower than in
many other parts of the historically Spanish- and Portuguese-speaking countries
of Central and South America, a group commonly referred to as "Ibero-America".
As a result, the Adviser concluded that a fund that restricts itself to
investment in Spanish equity securities may have difficulty delivering
attractive returns to growth-oriented investors. The Adviser recommended to the
Board that the Fund should broaden its investment focus beyond Spain.
Faced with a deteriorating domestic economy, Spanish companies have
increasingly diversified their activities outside Spain, in particular to Latin
America, which remains one of the fastest growing regions in the world. The
Adviser discussed with the Board that it believed that the Fund should follow
the example of many of the Spanish companies in which it invests and expand its
search for growth investments beyond companies located in Spain. Since many
Portuguese and Spanish companies are closely tied, the Adviser believed that
Portugal is also a logical investment opportunity for the Fund. The Adviser also
proposed to expand the Fund's investment universe beyond companies located in
Spain and Portugal to include companies located in other Ibero-American
countries.
The Adviser discussed with the Board that, while Spain and Portugal are
developed countries, many of the Ibero-American countries, including, for
example, Mexico, Argentina and Brazil, are emerging market countries. The
Adviser noted that investments in emerging market countries may have more risk
because their markets are less developed and less liquid, as well as being
subject to increased economic, political, regulatory or other uncertainties.
In addition to expanding the geographical universe of issuers eligible
for investment by the Fund, the Adviser explained to the Board that the proposed
change would provide the Fund with exposure to growth sectors, such as
commodities, energy and infrastructure, that are poorly represented by the
traditional universe of Spanish issuers. This should further enhance the Fund's
ability to pursue growth. Given current global market conditions, the Adviser
anticipates that approximately 30-40% of the Fund's assets would be repositioned
into investments in non-Spanish companies under the Fund's expanded investment
focus. The proportion of the Fund's assets invested in non-Spanish companies
would vary from time to time based upon the Adviser's assessment of general
market and economic conditions.
The proposed broadening of the Fund's investment universe would require
a change in the Fund's investment objective. The Adviser proposed, and the Board
approved, that the Fund adopt a less restrictive investment objective. Subject
to stockholder approval, which is required because the investment objective is a
fundamental policy, the Fund's new investment objective would be "to seek
long-term growth of capital."
The Adviser also recommended, and the Board approved, the
reclassification of the Fund's fundamental investment objective as
non-fundamental. This reclassification would give the Board the flexibility to
revise the Fund's investment objective to respond to changed market conditions
or other circumstances in a timely manner without the delay and expense of
obtaining a stockholder vote. If this proposal is approved, the Adviser intends
to provide stockholders with advance notice of not less than 60 days of any
subsequent material change in the Fund's investment objective.
The Adviser also discussed with the Board that the proposed broadening
of the Fund's investment focus and new investment objective would require a
change in the Fund's name. Rule 35d-1 (the "Names Rule") under the 1940 Act
requires a fund whose name suggests a particular type of investment to adopt a
policy requiring it to invest at least 80% of its assets in that type of
investment. The Adviser recommended, and the Board approved, a change in the
Fund's name to "The Ibero-America Fund, Inc." and the adoption of a policy, as
required by the Names Rule, that the Fund invest at least 80% of its assets in
securities issued by Ibero-American companies. This name change and new policy
will become effective only if the stockholders approve the Fund's proposed new
investment objective and changes to the Fund's fundamental investment policies
in Proposal Three.
The Board unanimously recommends that the stockholders vote FOR
Proposal Two. Approval of Proposal Two requires the affirmative vote of the
holders of a "majority of the outstanding voting securities" of the Fund as
defined in the 1940 Act, which means the lesser of (i) 67% or more of the voting
securities of the Fund present or represented by proxy, if the holders of more
than 50% of the outstanding voting securities are present or represented by
proxy, or (ii) more than 50% of the outstanding voting securities of the Fund.
PROPOSAL THREE
AMENDMENT OR ELIMINATION OF CERTAIN FUNDAMENTAL
INVESTMENT POLICIES
Under the 1940 Act, a Fund must disclose whether it has a policy
regarding, among other things:
o borrowing money;
o issuing senior securities;
o purchasing or selling real estate;
o purchasing or selling commodities;
o making loans to other persons; and
o concentrating investments in a particular industry or group of
industries.
These policies are fundamental and may not be changed without a stockholder
vote. A fund may designate other policies as fundamental. The Fund currently has
both required and non-required fundamental policies.
The Board considered and approved the Adviser's recommendation that the
required fundamental policies be amended to conform to the standardized
fundamental policies adopted by most other AllianceBernstein funds. The proposed
fundamental policies would give the Fund maximum flexibility, currently
available or provided in the future, under the 1940 Act and the rules,
interpretations and exemptions thereunder.(1) In addition, adoption of these
policies would enable the Fund to avoid the expense of seeking stockholder
approval in the future to respond to regulatory or market changes.
In the case of those Fund policies not required to be fundamental, the
Board considered and approved the Adviser's recommendation to eliminate these
policies. Most of these policies are related to federal or state requirements
that were in effect when the Fund was organized. These restrictions are no
longer applicable to the Fund. Some of the Fund's other fundamental policies
overlap to a certain extent with legal requirements already imposed upon the
Fund or are inconsistent with the Fund's proposed expanded investment focus.
------------
(1) The 1940 Act also requires a fund to adopt a fundamental policy with
respect to the underwriting of securities. The Fund currently has a
standardized fundamental policy on underwriting that does not need
updating. Another fundamental policy is required if a fund is diversified,
but not if it is non-diversified. The Fund is a "non-diversified" fund
within the meaning of the 1940 Act and, therefore, is not required to have
a fundamental policy on diversification. Stockholder approval is not being
requested with respect to these policies.
PROPOSAL 3.A.
AMENDMENT AND ADOPTION OF FUNDAMENTAL POLICY REGARDING
SENIOR SECURITIES AND BORROWING MONEY
We are proposing to amend and adopt a revised policy on the issuance of
senior securities and borrowing money that would read as follows:
The Fund may not issue any senior security (as that term is defined in
the 1940 Act) or borrow money, except to the extent permitted by the
1940 Act or the rules and regulations thereunder (as such statute,
rules or regulations may be amended from time to time) or by guidance
regarding, or interpretations of, or exemptive orders under, the 1940
Act or the rules or regulations thereunder published by appropriate
regulatory authorities.
For the purposes of this restriction, margin and collateral
arrangements, including, for example, with respect to permitted borrowings,
options, futures contracts, options on futures contracts and other derivatives
such as swaps, are not deemed to involve the issuance of a senior security.
Discussion: Section 18(a) of the 1940 Act regulates the extent to which
a closed-end investment company may issue senior securities, generally through
the issuance of preferred stock or by entering into various forms of
indebtedness. In addition, certain types of portfolio management techniques,
including, among others, futures contracts, repurchase agreements, short sales,
and when-issued and delayed delivery transactions, may be considered to raise
senior security issues. Currently, under SEC interpretation, these activities
are not deemed to give rise to the issuance of a senior security so long as
certain coverage requirements designed to protect stockholders are met.
The Fund does not currently have a fundamental policy regarding senior
securities, although it does have a fundamental policy relating to borrowing.
The proposed modification would conform the Fund's policy more closely to the
exact statutory and regulatory requirements regarding borrowing and senior
securities, as they exist from time to time, without incurring the time and
expense of obtaining stockholder approval to change the policy in response to
changes in statutory and regulatory requirements. In addition, the proposed
modification makes it clear that margin and collateral arrangements are not to
be deemed to involve the issuance of a senior security. At the present time, the
Adviser has no plans to expand the Fund's borrowing activities.
PROPOSAL 3.B.
AMENDMENT OF FUNDAMENTAL POLICY ON CONCENTRATING
INVESTMENTS IN A PARTICULAR INDUSTRY OR GROUP OF INDUSTRIES
We are proposing to adopt a revised policy regarding concentration that
would read as follows:
The Fund may not concentrate investments in an industry, as
concentration may be defined under the 1940 Act or the rules and
regulations thereunder (as such statute, rules or regulations may be
amended from time to time) or by guidance regarding, interpretations
of, or exemptive orders under, the 1940 Act or the rules or regulations
thereunder published by appropriate regulatory authorities.
Discussion: While the 1940 Act does not define what constitutes
"concentration" in an industry, the staff of the SEC has taken the position that
investment of more than 25% of a fund's total assets in one or more issuers
conducting their principal business activities in the same industry is
concentration. Unlike the current policy, which specifies concentration as 25%
of the Fund's total assets, the proposed change would permit the Fund to invest
in an industry up to the prescribed limits under the 1940 Act and accompanying
SEC interpretations, as those limits are updated from time to time.
PROPOSAL 3.C.
AMENDMENT OF FUNDAMENTAL POLICY REGARDING
INVESTMENTS IN REAL ESTATE
We are proposing to adopt a revised policy regarding investments in
real estate that would read as follows:
The Fund may not purchase or sell real estate except that it may
dispose of real estate acquired as a result of the ownership of
securities or other instruments. This restriction does not prohibit the
Fund from investing in securities or other instruments backed by real
estate or in securities of companies engaged in the real estate
business.
Discussion: Under its current fundamental real estate investment
policy, the Fund may be restricted in its ability to purchase and sell real
estate even when ownership of the real estate devolves upon the Fund through
permissible investments. For instance, it is possible that the Fund could, as a
result of an investment in debt securities of a company that deals in real
estate, come to hold an interest in real estate in the event of a default. The
proposed modification to the Fund's policy on real estate-related investments
permits the sale of real estate when ownership of real estate results from
permissible investments and clarifies that the Fund may invest in real
estate-related securities and real estate-backed securities or instruments.
PROPOSAL 3.D.
AMENDMENT OF FUNDAMENTAL POLICY REGARDING
INVESTMENTS IN COMMODITIES
We are proposing to adopt a revised policy regarding investments in
commodities that would read as follows:
The Fund may not purchase or sell commodities regulated by the
Commodity Futures Trading Commission under the Commodity Exchange Act
or commodity contracts except for futures contracts and options on
futures contracts.
Discussion: The Fund's current fundamental policy on commodities does
not permit investments in commodities. The proposed changes to the Fund's policy
makes it clear that the Fund may use derivatives such as futures contracts and
options on futures contracts. The Adviser discussed with the Board that it has
no present intention to use such instruments. However, futures contracts and
options on futures contracts are widely accepted as modern portfolio management
tools and are regularly used by many investment companies and other
institutional investors. The revised policy will give the Fund the flexibility
to use these investment techniques.
PROPOSAL 3.E.
AMENDMENT OF FUNDAMENTAL POLICY
ON MAKING LOANS
We are proposing to adopt a revised policy on making loans that would
read as follows:
The Fund may not make loans except through (i) the purchase of debt
obligations in accordance with its investment objectives and policies;
(ii) the lending of portfolio securities; (iii) the use of repurchase
agreements; or (iv) the making of loans to affiliated funds as
permitted under the 1940 Act, the rules and regulations thereunder (as
such statutes, rules or regulations may be amended from time to time),
or by guidance regarding, and interpretations of, or exemptive orders
under, the 1940 Act.
Discussion: The Fund's current policy prohibits the Fund from making
loans except that it may invest in debt obligations. The revised policy would
give the Fund the flexibility to engage in lending transactions to the full
extent permitted by the 1940 Act. The Adviser discussed with the Directors that
it has no present intention of lending portfolio securities or changing the
Fund's lending transactions. In the future, should the SEC staff modify the
requirements governing loans by funds such as the Fund, the Fund would
automatically be able to conform to those new requirements without the need to
solicit stockholder approval.
PROPOSAL 3.F.
ELIMINATION OF FUNDAMENTAL POLICIES
NOT REQUIRED BY LAW
As noted above, the Fund has adopted a number of fundamental policies
that are not required under the 1940 Act. Some of these can be traced back to
federal or state securities law requirements that were in effect when the Fund
was organized in 1988. These restrictions have subsequently been made less
restrictive or are no longer applicable to the Fund. For example, the National
Securities Markets Improvement Act of 1996 ("NSMIA") preempted state regulation
of fund offerings, so any state requirements no longer apply. As a result, many
of the current restrictions unnecessarily limit the investment strategies
available to the Adviser in managing the Fund's assets.
Other of the non-required fundamental policies are inconsistent with
the Fund's proposed expanded investment focus. For example, the Fund has a
fundamental policy requiring it to invest at least 65% of its total assets in
Spanish equity securities. The Fund also operates under non-required fundamental
policies restricting the percentages that the Fund can invest in fixed-income
securities, non-Spanish equity securities, unlisted securities and the
securities of a single issuer. We believe these policies are either inconsistent
with the Fund's proposed expanded investment focus or unnecessarily restrictive
in light of the operation of various laws and rules of the SEC governing the
operations of investment companies like the Fund.
Elimination of these fundamental policies would enable the Fund to take
advantage of the maximum flexibility, currently or in the future, provided under
the 1940 Act and the regulations and interpretations thereunder, the tax laws
and under Maryland law. We are requesting that the stockholders approve the
elimination of the following non-required fundamental policies:
o Requirement to invest at least 65% of total assets in Spanish
equity securities
o Prohibition on investing more than 35% of total assets in
Spanish and certain other fixed-income securities
o Prohibition on investing more than 10% of total assets in non
Spanish equity securities
o Prohibition on investing more than 15% of total assets in a
single issuer (measured at time of investment)
o Prohibition on investing more than 25% of total assets in
unlisted and non-readily marketable Spanish securities
o Prohibitions on pledging, hypothecating, mortgaging or otherwise
encumbering assets
o Prohibitions on short sales or maintaining short positions
o Prohibition on investments for the purposes of exercising
control
o Prohibitions on investments in oil, gas, mineral leases, etc.
o Prohibition on purchasing more than 10% of an issuer's voting
securities
o Prohibition on purchases of securities on margin
o Prohibition on options transactions
o Prohibitions on investments in American Depository Receipts and
European Depository Receipts
The Board unanimously recommends that the stockholders vote FOR Proposals
3.A. through 3.F. Approval of each of the Proposals set forth above (Proposals
3.A. through 3.F.) requires the affirmative vote of the holders of a "majority
of the outstanding voting securities" of the Fund as defined in the 1940 Act,
which means the lesser of (i) 67% or more of the voting securities of the Fund
present or represented by proxy, if the holders of more than 50% of the
outstanding voting securities are present or represented by proxy, or (ii) more
than 50% of the outstanding voting securities of the Fund.
PROXY VOTING AND STOCKHOLDER MEETING
All properly executed and timely received proxies will be voted at the
Meeting in accordance with the instructions marked thereon or as otherwise
provided therein. Accordingly, unless instructions to the contrary are marked,
proxies solicited on behalf of the Board will be voted for the Election of
Directors (Proposal One), the Modification and Reclassification of Investment
Objective (Proposal Two), and the Amendment or Elimination of Certain
Fundamental Investment Policies (Proposal Three).
Those stockholders who hold shares directly and not through a broker or
nominee (that is, a stockholder of record) may authorize their proxies to cast
their votes by completing a Proxy Card and returning it by mail in the enclosed
postage-paid envelope as well as by telephoning toll free 1-800-652-8683. Owners
of shares held through a broker or nominee (who is the stockholder of record for
those shares) should follow directions provided to the stockholder by the broker
or nominee to submit voting instructions. Instructions to be followed by a
stockholder of record to submit a proxy via telephone, including use of the
Control Number on the stockholder's Proxy Card, are designed to verify
stockholder identities, to allow stockholders to give voting instructions and to
confirm that stockholder instructions have been recorded properly. Stockholders
who authorize proxies by telephone should not also return a Proxy Card. A
stockholder of record 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 authorizing a later-dated
proxy (either by signing and mailing another Proxy Card or by telephone, as
indicated above), or by personally attending and voting at the Meeting.
Properly executed proxies may be returned with instructions to abstain
from voting or to withhold authority to vote (an "abstention") or represent a
broker "non-vote" (which is a proxy from a broker or nominee indicating that the
broker or nominee has not received instructions from the beneficial owner or
other person entitled to vote shares on a particular matter with respect to
which the broker or nominee does not have the discretionary power to vote).
The approval of Proposal One requires for each Director an affirmative
vote of the holders of a majority of the votes entitled to be cast. The approval
of Proposals Two and Three requires the affirmative vote of the holders of a
"majority of the outstanding voting securities" of the Fund, as defined in the
1940 Act. Under the 1940 Act, a vote of the holders of a majority of the
outstanding voting securities of the Fund means the vote of the holders of the
lesser of: (i) 67% or more of the outstanding shares of the Fund present at the
Meeting, if the holders of more than 50% of the outstanding shares are present
or represented by proxy, or (ii) more than 50% of the outstanding shares of the
Fund.
Abstentions and broker non-votes will be considered present for purposes
of determining the existence of a quorum for the transaction of business but
will have the effect of a vote against the Proposals. If any proposal, other
than the Proposals, to be voted on by the stockholders of the Fund properly
comes before the Meeting, the shares represented by proxies will be voted on all
such proposals in the discretion of the person or persons voting the proxies.
The Fund has not received notice, and is not otherwise aware, of any other
matter to be presented at the Meeting.
A quorum for the Meeting will consist of the presence in person or by
proxy of the holders of a majority of the total outstanding shares of the Fund.
In the event that a quorum is not present at the Meeting or, even if a quorum is
so present, in the event that sufficient votes in favor of the position
recommended by the Board on the Proposals are not timely received, the Chairman
of the Board may authorize or 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, in order to permit further solicitation of proxies.
Shares represented by proxies indicating a vote contrary to the position
recommended by the Board on any proposal as to which the Meeting is proposed to
be adjourned will be voted against adjournment of the Meeting.
The Fund has engaged Georgeson Inc., 199 Water Street, 26th Floor, New
York, New York 10038, to assist in soliciting proxies for the Meeting. The Fund
will pay Georgeson Inc. a fee of approximately $24,000 for its services, plus
reimbursement of out-of-pocket expenses.
OTHER INFORMATION
Officers of the Fund
---------------------
Certain information concerning the Fund's officers is set forth below. The
Fund's officers are elected annually by the Board until his or her successor is
duly elected and qualifies.
Position(s) (Month and Principal Occupation
Name, Address and Age Year First Elected) During Past 5 Years
--------------------- ---------------------- -------------------------------
Robert M. Keith, * President and Chief See biography above.
48 Executive Officer
(2/09)
Robert Alster, *** Senior Vice President Senior Vice President of the
48 (11/06) Adviser**, with which he has
been associated since prior
to 2004.
Liliana C. Dearth, * Senior Vice President Senior Vice President of the
39 (6/07) Adviser**, with which she has
been associated since prior
to 2004.
Philip L. Kirstein, * Senior Vice President Senior Vice President and
64 and Independent Independent Compliance
Compliance Officer Officer of the
(10/04) AllianceBernstein Funds, with
which he has been associated
since October 2004. Prior
thereto, he was Of Counsel to
Kirkpatrick & Lockhart, LLP
from October 2003 to October
2004, and General Counsel of
Merrill Lynch Investment
Managers, L.P. since prior to
2004.
Phyllis J. Clarke, # Controller Vice President of
48 (11/08) AllianceBernstein Investor
Services, Inc. ("ABIS"),**
with which she has been
associated since prior to
2004.
Joseph J. Mantineo, # Treasurer and Chief Senior Vice President of
50 Financial Officer ABIS,** with which he has
been associated since prior
(7/06) to 2004.
Emilie D. Wrapp, * Secretary Senior Vice President,
53 (11/05) Assistant General Counsel and
Assistant Secretary of
ABI,** with which she has
been associated since prior
to 2004.
----------
* 1345 Avenue of the Americas, New York, NY 10105.
** An affiliate of the Fund.
*** AllianceBernstein Limited, 50 Berkeley Street, London WIJ 3HA England.
# AllianceBernstein Investor Services, Inc., 135 W 50th Street, New York,
New York 10020.
Stock Ownership
---------------
The outstanding voting shares of the Fund as of the Record Date consisted
of [________________] shares of common stock of the Fund. As of the Record Date,
the Directors and officers of the Fund as a group owned less than 1% of the
Fund's common stock. During the Fund's most recently completed fiscal year, the
Fund's Directors as a group did not engage in the purchase or sale of securities
of the Adviser or of any of its parents or subsidiaries in an amount exceeding
1% of the relevant class of securities.
Managed Distribution Policy
---------------------------
As previously announced, on July 30, 2009 the Board approved suspension of
the Fund's managed distribution policy, effective after the distribution in the
third quarter of 2009, under which the Fund made quarterly payments to
stockholders amounting to at least 10% of the Fund's total net assets each year.
The Board approved the suspension primarily because of its concern that the
policy may result in returns of capital to stockholders due to insufficient net
investment income and net realized gains available to pay the distributions.
Returns of capital would decrease the Fund's assets and lead to increases in the
Fund's expense ratio. In reviewing the managed distribution policy, the Board
also considered, among other things: the history of the policy and the
composition of payouts thereunder in recent times; the view of several
investment bankers that it is prudent for closed-end funds, especially funds of
relatively modest size such as the Fund, to avoid returns of capital; the recent
severe decline in the equity values including Spanish equities; the potential
impact on the Fund's share price of elimination of the policy; the fact that
managed distribution policies are popular with certain stockholders; the Fund's
trading price history and the Fund's distribution history; and the Adviser's
advice that the policy, if not suspended, could result in the Fund returning
capital to stockholders in respect of 2009.
Audit Committee Report
----------------------
The following Audit Committee Report was adopted by the Audit Committee of
the Fund.
The Audit Committee operates pursuant to a written charter, a copy of
which may be found on the Adviser's website http://www.alliancebernstein.com
(click on US Investors & Financial Advisors/Investment Products/Mutual
Funds/Closed-End). The purposes of the Audit Committee are to (1) assist the
Board in its oversight of (i) the integrity of the Fund's financial statements
and the independent audit thereof; (ii) the Fund's compliance with legal and
regulatory requirements; (iii) the independent registered public accounting
firm's independence, qualifications and performance; and (iv) the Fund's
compliance with applicable laws by receiving reports from counsel who believe
they have credible evidence of a material violation of law by the Fund or by
someone owing a fiduciary or other duty to the Fund; and (2) to prepare this
report. As set forth in the Audit Committee Charter, management of the Fund is
responsible for the preparation, presentation and integrity of the Fund's
financial statements, the Fund's accounting and financial reporting principles
and internal controls and procedures designed to assure compliance with
accounting standards and applicable laws and regulations. The independent
registered public accounting firm is responsible for auditing the Fund's
financial statements and expressing an opinion as to their conformity with
generally accepted accounting principles.
In the performance of its oversight function, the Audit Committee has
considered and discussed the audited financial statements with management and
the independent registered public accounting firm of the Fund. The Audit
Committee has also discussed with the independent registered public accounting
firm the matters required to be discussed by Statement on Auditing Standards No.
61, Communication with Audit Committees, as currently in effect. The Audit
Committee has also considered whether the provision of any non-audit services
not pre-approved by the Audit Committee provided by the Fund's independent
registered public accounting firm to the Adviser and to any entity controlling,
controlled by or under common control with the Adviser that provides ongoing
services to the Fund is compatible with maintaining the independent registered
public accounting firm's independence. Finally, the Audit Committee has received
the written disclosures and the letter from the independent registered public
accounting firm required by Public Company Accounting Oversight Board Rule 3526,
Communication with Audit Committees Concerning Independence, as currently in
effect, and has discussed the independent registered public accounting firm's
independence with such firm.
The members of the Fund's Audit Committee are not full-time employees of
the Fund and are not performing the functions of auditors or accountants. As
such, it is not the duty or responsibility of the Audit Committee or its members
to conduct "field work" or other types of auditing or accounting reviews or
procedures or to set auditor independence standards. Members of the Audit
Committee necessarily rely on the information provided to them by management and
the independent registered public accounting firm. Accordingly, the Audit
Committee's considerations and discussions referred to above do not assure that
the audit of the Fund's financial statements has been carried out in accordance
with generally accepted auditing standards, that the financial statements are
presented in accordance with generally accepted accounting principles or that
the Fund's independent registered public accounting firm is in fact
"independent."
Based upon the reports and discussions described in this report, and
subject to the limitations on the role and responsibilities of the Audit
Committee referred to above and in the Audit Committee Charter, the Audit
Committee recommended to the Board of the Fund that the audited financial
statements of the Fund be included in the Fund's annual report to stockholders
for the most recent fiscal period.
Submitted by the Audit Committee of the Fund's Board
William H. Foulk, Jr. Daniel de Fernando Garcia
Inmaculada de Habsburgo-Lorena Antonio Eraso
Approval of Independent Registered Public Accounting Firm by the Board
----------------------------------------------------------------------
The Audit Committee of the Fund is responsible for the appointment,
compensation, retention and oversight of the work of the Fund's independent
registered public accounting firm. In addition, the Board of the Fund approved
the independent registered public accounting firm of the Fund as required by the
1940 Act on the date specified below. At a Meeting of the Board on November 13,
2008, the Board approved by the vote, cast in person, of a majority of the
Directors who are not "interested persons" of the Fund, KPMG LLP ("KPMG"), an
independent registered public accounting firm, to audit the Fund's accounts for
the fiscal year ending November 30, 2009.
KPMG has audited the Fund's accounts since November 16, 2006 and has
represented that it does not have any direct financial interest or any material
indirect financial interest in the Fund. Representatives of KPMG are expected to
attend the Meeting, to have the opportunity to make a statement and to respond
to appropriate questions from stockholders.
Independent Registered Public Accounting Firm's Fees
----------------------------------------------------
The following table sets forth the aggregate fees billed by the
independent registered public accounting firm for the Fund's last two fiscal
years for professional services rendered for: (i) the audit of the Fund's annual
financial statements included in the Fund's annual reports to stockholders; (ii)
assurance and related services that are reasonably related to the performance of
the audit of the Fund's financial statements and are not reported under (i),
which include advice and education on accounting and auditing issues and
quarterly press release reviews; (iii) tax compliance, tax advice and tax return
preparation; and (iv) aggregate non-audit services provided to the Fund, the
Fund's Adviser and entities that control, are controlled by or under common
control with the Adviser that provide ongoing services to the Fund ("Service
Affiliates"), which include conducting an annual internal control report
pursuant to Statement on Auditing Standards No. 70. No other services were
provided by the independent registered public accounting firm to the Fund during
this period.
All Fees for Non-Audit
Services Provided
Audit to the Fund, the Adviser
Audit Fees Related Fees Tax Fees and Service Affiliates
---------- ------------ -------- ------------------------
2007 $ 41,000 $ 0 $ 7,000 $ 346,407
2008 $ 42,700 $ 0 $ 9,950 $ 388,300
Beginning with audit and non-audit service contracts entered into on or
after May 6, 2003, the Fund's Audit Committee policies and procedures require
the pre-approval of all audit and non-audit services provided to the Fund by the
Fund's independent registered public accounting firm. The Fund's Audit Committee
policies and procedures also require pre-approval of all audit and non-audit
services provided to the Adviser and Service Affiliates to the extent that these
services are directly related to the operations or financial reporting of the
Fund. Accordingly, all of the amounts in the table for Audit Fees, Audit Related
Fees and Tax Fees for 2008 are for services pre-approved by the Fund's Audit
Committee. The amounts of the Fees for Non-Audit Services provided to the Fund,
the Adviser and Service Affiliates in the table for the Fund that were subject
to pre-approval by the Audit Committee for 2008 were $9,950 (comprising $9,950
of tax fees). The Audit Committee of the Fund has considered whether the
provision of any non-audit services not pre-approved by the Audit Committee
provided by the Fund's independent registered public accounting firm to the
Adviser and Service Affiliates is compatible with maintaining the independent
registered public accounting firm's independence.
INFORMATION AS TO THE FUND'S INVESTMENT ADVISER AND ADMINISTRATOR
The Fund's investment adviser and administrator is AllianceBernstein L.P.,
with principal offices at 1345 Avenue of the Americas, New York, New York 10105.
OTHER MATTERS
Management of the Fund does not know of any matters properly 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 the discretion of the person or
persons voting the proxies.
Based on the most recent publicly available data as of [September 21],
2009, Banco Bilbao-Vizcaya, S.A., with an address of Plaza de le Castella, 81,
Planta 24, Azca Tower, Madrid, Spain, beneficially owned an aggregate of
1,500,000 shares, or approximately 17%, of the outstanding common stock of the
Fund.
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 ("2010 Annual Meeting of Stockholders") must
be received by the Fund by [May 25, 2010] for inclusion in the Fund's proxy
statement and proxy card 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. In addition, stockholder proposals are
subject to certain requirements under the federal securities laws and the
Maryland General Corporation Law and must be submitted in accordance with the
Fund's Bylaws. To be presented at the 2010 Annual Meeting of Stockholders, a
stockholder proposal that is not otherwise includable in the proxy statement for
the 2010 Annual Meeting of Stockholders must be delivered by a stockholder of
record to the Fund no sooner than [April 25, 2010] and not later than [May 25,
2010]. It is likely that the next annual meeting will be held earlier in 2010,
in which case, a stockholder proposal would need to be delivered not earlier
than 150 days and not later than 120 days prior to the meeting or the tenth day
following the day the meeting is publicly announced.
The persons named as proxies for the 2010 Annual Meeting of Stockholders
will, with respect to the proxies in effect at the meeting, have discretionary
authority to vote on any matter presented by a stockholder for action at that
meeting unless the Fund receives notice of the matter no sooner than [April 25,
2010] and not later than [May 25, 2010] or as otherwise provided in the
preceding paragraph. If the Fund receives such timely notice, these persons will
not have this authority except as provided in the applicable rules of the
Securities and Exchange Commission.
REPORTS TO STOCKHOLDERS
The Fund will furnish each person to whom this Proxy Statement is
delivered with a copy of the Fund's latest annual report to stockholders and its
subsequent semi-annual report to stockholders, if any, upon request and without
charge. To request a copy, please call AllianceBernstein Investments, Inc. at
(800) 227-4618 or write to Maria Brison at AllianceBernstein L.P., 1345 Avenue
of the Americas, New York, New York 10105.
By Order of the Board of Directors,
Robert M. Keith
President
New York, New York
September [22], 2009
TABLE OF CONTENTS Page
--------------------------------------------------------------------------------
Introduction............................................................. [___]
Proposal One: Election of Directors...................................... [___]
Proposal Two: Modification and Reclassification of Investment Objective.. [___]
Proposal Three: Amendment or Elimination of Certain Fundamental
Investment Policies................................................... [___]
Proxy Voting and Stockholder Meeting..................................... [___]
Other Information........................................................ [___]
Information as to the Fund's Investment Adviser and Administrator........ [___]
Other Matters............................................................ [___]
Submission of Proposals for the Next Annual Meeting of Stockholders...... [___]
The Spain Fund, Inc.
--------------------------------------------------------------------------------
[LOGO GRAPHIC OMITTED]
AllianceBernstein
Investments
--------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS AND
PROXY STATEMENT
September [22], 2009
[PROXY CARD (VERSION SENT TO BROKERS ONLY)]
PROXY - THE SPAIN FUND, INC.
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
November 9, 2009
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE SPAIN FUND,
INC.
The undersigned stockholder of The Spain Fund, Inc., a Maryland corporation (the
"Fund"), hereby appoints Carol H. Rappa and Stephen J. Laffey, or either of
them, as proxies for the undersigned, with full power of substitution in each of
them, to attend the Annual Meeting of Stockholders of the Corporation (the
"Annual Meeting") to be held at 3:30 p.m., Eastern Time, on November 9, 2009 at
the offices of the Corporation, 1345 Avenue of the Americas, New York, New York
10105, and any postponement or adjournment thereof, to cast on behalf of the
undersigned all votes that the undersigned is entitled to cast at the Annual
Meeting and otherwise to represent the undersigned with all powers possessed by
the undersigned if personally present at such Annual Meeting. The undersigned
hereby acknowledges receipt of the Notice of Annual Meeting and accompanying
Proxy Statement and revokes any proxy previously given with respect to such
Annual Meeting.
The Board of Directors knows of no reason why any of the nominees for the Board
of Directors would be unable to serve, but in the event any nominee is unable to
serve or for good cause will not serve, the proxies received indicating a vote
in favor of such nominee will be voted for a substitute nominee as the Board of
Directors may recommend.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE
UNDERSIGNED WILL BE CAST AS INSTRUCTED ON THE REVERSE SIDE HEREOF. IF THIS PROXY
IS PROPERLY EXECUTED BUT NO INSTRUCTION IS GIVEN, THE VOTES ENTITLED TO BE CAST
BY THE UNDERSIGNED WILL BE CAST "FOR" THE ELECTION OF EACH OF THE NOMINEES
REFERRED TO IN PROPOSAL ONE AS DIRECTORS, "FOR" THE PROPOSED CHANGE IN THE
FUND'S FUNDAMENTAL INVESTMENT OBJECTIVE AND RECLASSIFICATION OF THE FUND'S
PROPOSED INVESTMENT OBJECTIVE AS NON-FUNDAMENTAL (PROPOSAL TWO), "FOR" THE
PROPOSED AMENDMENTS TO, OR ELIMINATION OF, CERTAIN OF THE FUND'S FUNDAMENTAL
INVESTMENT RESTRICTIONS (PROPOSAL THREE), AND IN THE DISCRETION OF THE PROXY
HOLDER(S) ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING
OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
Please refer to the proxy statement for a discussion of the proposal.
PLEASE VOTE, DATE, AND SIGN ON THE REVERSE SIDE AND RETURN THE PROXY CARD
PROMPTLY; YOU MAY USE THE ENCLOSED ENVELOPE.
Annual Meeting Proxy Card
A Proposals
The Board of Directors urges you to vote FOR all Class Two nominees listed
(Terms expire 2012).
A Class Two Directors (terms expire 2012)
1. Election of Directors.
Class Two Nominees
01 - Robert M. Keith
02 - William H. Foulk
03 - Antonio Eraso
[_] Mark here to vote FOR all nominees
[_] Mark here to WITHHOLD vote from all nominees
[_] For all EXCEPT - To withhold a vote for one or more nominees, mark the box
to the left and the corresponding numbered box(es) to the right.
[_] 01 [_] 02 [_] 03
2. To approve a proposed change in the Fund's fundamental investment objective
and to reclassify the Fund's proposed investment objective as
non-fundamental.
[_] Mark here to vote FOR.
[_] Mark here to vote AGAINST.
[_] Mark here to ABSTAIN.
3. To approve proposed amendments to, or elimination of, certain oif the
Fund's fundamental investment restrictions.
A. Proposal to amend and adopt a revised policy on the issuance of senior
securities and borrowing money.
[_] Mark here to vote FOR.
[_] Mark here to vote AGAINST.
[_] Mark here to ABSTAIN.
B. Proposal to amend the fundamental policy on concentrating investment in
a paritculary industry or group of industires.
[_] Mark here to vote FOR.
[_] Mark here to vote AGAINST.
[_] Mark here to ABSTAIN.
C. Proposal to amend the fundamental policy regarding investments in real
estate.
[_] Mark here to vote FOR.
[_] Mark here to vote AGAINST.
[_] Mark here to ABSTAIN.
D. Proposal to amend the fundamental policy regarding investment in
commodities.
[_] Mark here to vote FOR.
[_] Mark here to vote AGAINST.
[_] Mark here to ABSTAIN.
E. Proposal to amend the fundamental policy on making loans.
[_] Mark here to vote FOR.
[_] Mark here to vote AGAINST.
[_] Mark here to ABSTAIN.
F. Proposal of the elimination of the fundamental policies not required by
law.
[_] Mark here to vote FOR.
[_] Mark here to vote AGAINST.
[_] Mark here to ABSTAIN.
4. To vote and otherwise represent the undersigned on any other matters that
may properly come before the annual meeting or any postponement or
adjournment thereof, in the discretion of the proxy holder(s).
B Authorized Signatures - This section must be completed for your vote to be
counted. - Date and Sign Below.
Please sign exactly as name(s) appear hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, corporate officer, trustee,
guardian, or custodian, please give full title.
Signature 1 - Please keep signature within the box
[____________________________________]
Signature 2 - Please keep signature within the box
[____________________________________]
Date (mm/dd/yyy)
[____________________________________]
[PROXY CARD (VERSION SENT TO NON-BROKERS ONLY)]
PROXY - THE SPAIN FUND, INC.
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
November 9, 2009
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE SPAIN FUND,
INC.
The undersigned stockholder of The Spain Fund, Inc., a Maryland corporation (the
"Fund"), hereby appoints Carol H. Rappa and Stephen J. Laffey, or either of
them, as proxies for the undersigned, with full power of substitution in each of
them, to attend the Annual Meeting of Stockholders of the Corporation (the
"Annual Meeting") to be held at 3:30 p.m., Eastern Time, on November 9, 2009 at
the offices of the Corporation, 1345 Avenue of the Americas, New York, New York
10105, and any postponement or adjournment thereof, to cast on behalf of the
undersigned all votes that the undersigned is entitled to cast at the Annual
Meeting and otherwise to represent the undersigned with all powers possessed by
the undersigned if personally present at such Annual Meeting. The undersigned
hereby acknowledges receipt of the Notice of Annual Meeting and accompanying
Proxy Statement and revokes any proxy previously given with respect to such
Annual Meeting.
The Board of Directors knows of no reason why any of the nominees for the Board
of Directors would be unable to serve, but in the event any nominee is unable to
serve or for good cause will not serve, the proxies received indicating a vote
in favor of such nominee will be voted for a substitute nominee as the Board of
Directors may recommend.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE
UNDERSIGNED WILL BE CAST AS INSTRUCTED ON THE REVERSE SIDE HEREOF. IF THIS PROXY
IS PROPERLY EXECUTED BUT NO INSTRUCTION IS GIVEN, THE VOTES ENTITLED TO BE CAST
BY THE UNDERSIGNED WILL BE CAST "FOR" THE ELECTION OF EACH OF THE NOMINEES
REFERRED TO IN PROPOSAL ONE AS DIRECTORS, "FOR" THE PROPOSED CHANGE IN THE
FUND'S FUNDAMENTAL INVESTMENT OBJECTIVE AND RECLASSIFICATION OF THE FUND'S
PROPOSED INVESTMENT OBJECTIVE AS NON-FUNDAMENTAL (PROPOSAL TWO), "FOR" THE
PROPOSED AMENDMENTS TO, OR ELIMINATION OF, CERTAIN OF THE FUND'S FUNDAMENTAL
INVESTMENT RESTRICTIONS (PROPOSAL THREE), AND IN THE DISCRETION OF THE PROXY
HOLDER(S) ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING
OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
Please refer to the proxy statement for a discussion of the proposal.
PLEASE VOTE, DATE, AND SIGN ON THE REVERSE SIDE AND RETURN THE PROXY CARD
PROMPTLY; YOU MAY USE THE ENCLOSED ENVELOPE.
Annual Meeting Proxy Card
A Proposals
The Board of Directors urges you to vote FOR all Class Two nominees listed
(Terms expire 2012).
A Class Two Directors (terms expire 2012)
1. Election of Directors.
Class Two Nominees
01 - Robert M. Keith
02 - William H. Foulk
03 - Antonio Eraso
[_] Mark here to vote FOR all nominees
[_] Mark here to WITHHOLD vote from all nominees
[_] For all EXCEPT - To withhold a vote for one or more nominees, mark the box
to the left and the corresponding numbered box(es) to the right.
[_] 01 [_] 02 [_] 03
2. To approve a proposed change in the Fund's fundamental investment objective
and to reclassify the Fund's proposed investment objective as
non-fundamental.
[_] Mark here to vote FOR.
[_] Mark here to vote AGAINST.
[_] Mark here to ABSTAIN.
3. To approve proposed amendments to, or elimination of, certain oif the
Fund's fundamental investment restrictions.
A. Proposal to amend and adopt a revised policy on the issuance of senior
securities and borrowing money.
[_] Mark here to vote FOR.
[_] Mark here to vote AGAINST.
[_] Mark here to ABSTAIN.
B. Proposal to amend the fundamental policy on concentrating investment in
a paritculary industry or group of industires.
[_] Mark here to vote FOR.
[_] Mark here to vote AGAINST.
[_] Mark here to ABSTAIN.
C. Proposal to amend the fundamental policy regarding investments in real
estate.
[_] Mark here to vote FOR.
[_] Mark here to vote AGAINST.
[_] Mark here to ABSTAIN.
D. Proposal to amend the fundamental policy regarding investment in
commodities.
[_] Mark here to vote FOR.
[_] Mark here to vote AGAINST.
[_] Mark here to ABSTAIN.
E. Proposal to amend the fundamental policy on making loans.
[_] Mark here to vote FOR.
[_] Mark here to vote AGAINST.
[_] Mark here to ABSTAIN.
F. Proposal of the elimination of the fundamental policies not required by
law.
[_] Mark here to vote FOR.
[_] Mark here to vote AGAINST.
[_] Mark here to ABSTAIN.
4. To vote and otherwise represent the undersigned on any other matters that
may properly come before the annual meeting or any postponement or
adjournment thereof, in the discretion of the proxy holder(s).
B Non-Voting Items
Change of Address - Please print new address below
--------------------------------------------------
Comments - Please put your comments below
--------------------------------------------------
C Authorized Signatures - This section must be completed for your vote to be
counted. - Date and Sign below.
Please sign exactly as name(s) appear hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, corporate officer, trustee,
guardian, or custodian, please give full title.
Signature 1 - Please keep signature within the box
[____________________________________]
Signature 2 - Please keep signature within the box
[____________________________________]
Date (mm/dd/yyy)
[____________________________________]
SK 00250 0031 1008726 v5