SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
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(Amendment No. __)
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/_/ Preliminary Proxy Statement
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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 Ibero-America Fund, Inc.
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(Name of Registrant as Specified In Its Charter)
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
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(1) Amount Previously Paid:
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THE IBERO-AMERICA FUND, INC.
1345 Avenue of the Americas
New York, New York 10105
Toll Free (888) 904-7579
Notice of Annual Meeting of Stockholders
November 8, 2010
To the Stockholders of The Ibero-America Fund, Inc.:
Notice is hereby given that the Annual Meeting of Stockholders (the "Meeting")
of The Ibero-America 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 8, 2010 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 27, 2010:
1. To elect two Directors of the Fund for specified terms, each such
Director to hold office until his or her successor is duly elected and
qualifies; and
2. To transact such other business as may properly come before the Meeting.
Any stockholder of record of the Fund at the close of business on September 20,
2010 is 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.
By Order of the Board of Directors,
Emilie D. Wrapp
Secretary
New York, New York
September 27, 2010
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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. You may also, by telephone or through the
Internet, authorize proxies to cast your vote. To do so, please follow the
instructions on the enclosed Proxy Card. 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.
TABLE OF CONTENTS
PAGE
----
Introduction........................................................ 1
Proposal One: Election of Directors................................. 2
Proxy Voting and Stockholder Meeting................................ 13
Other Information................................................... 15
Information as to the Fund's Investment Adviser and Administrator... 19
Other Matters....................................................... 19
Submission of Proposals for the Next Annual Meeting of Stockholders. 19
Reports to Stockholders............................................. 20
Appendix A: Letter from Independent Registered Accounting Firm...... A-1
PROXY STATEMENT
THE IBERO-AMERICA FUND, INC.
1345 Avenue of the Americas
New York, New York 10105
-----------------
Annual Meeting of Stockholders
November 8, 2010
-----------------
Introduction
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors (the "Board") of The Ibero-America
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 8, 2010 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 27, 2010.
Any stockholder who owned shares of the Fund at the close of business on
Monday, September 20, 2010 (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 8, 2010. This Proxy
Statement is available on the Internet at
www.alliancebernstein.com/abfundsproxy.
1
PROPOSAL ONE
ELECTION OF DIRECTORS
At the Meeting, two 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 Three
Directors will expire as of the Meeting, the terms of Class One Directors will
expire as of the annual meeting of stockholders for 2011, and the terms of
Class Two Directors will expire as of the annual meeting of stockholders for
2012. 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 Meeting, Mr. Luis Abril Perez and Ms. Inmaculada de Habsburgo-Lorena are
each standing for election as a Director in Class Three. 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 Fund's 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
2
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.
OTHER PUBLIC
YEAR NUMBER OF COMPANY
TERM PORTFOLIOS IN DIRECTORSHIPS
AS A ALLIANCEBERNSTEIN HELD BY
DIRECTOR PRINCIPAL OCCUPATION(S), FUND COMPLEX DIRECTOR
NAME, ADDRESS* WILL YEARS OF DURING PAST OVERSEEN BY DURING THE
AND AGE EXPIRE SERVICE** 5 YEARS OR LONGER DIRECTOR PAST 5 YEARS
----------------------------- --------- --------- ------------------------------- ----------------- -------------
INDEPENDENT
DIRECTORS
Chairman of the Board
William H. Foulk, Jr., #, ## Class 6 Investment Adviser and an 96 None
78 Two Independent Consultant
(2012) since prior to 2005.
Previously, he was Senior
Manager of Barrett
Associates, Inc., a registered
investment adviser. 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.
He has served as a director
or trustee of various
AllianceBernstein Funds
since 1983 and has been
Chairman of the
AllianceBernstein Funds and
of the Independent
Directors Committee of such
Funds since 2003.
Luis Abril Perez, # Class 4 General Manager for the 1 None
62 Three Chairman's Technical Staff at
(2013) + 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. He was
previously a director of
Sogecable S.A. (pay TV) and
Chairman of the Supervisory
Board of Endemol S.A.
(TV production).
3
OTHER PUBLIC
YEAR NUMBER OF COMPANY
TERM PORTFOLIOS IN DIRECTORSHIPS
AS A ALLIANCEBERNSTEIN HELD BY
DIRECTOR PRINCIPAL OCCUPATION(S), FUND COMPLEX DIRECTOR
NAME, ADDRESS* WILL YEARS OF DURING PAST OVERSEEN BY DURING THE
AND AGE EXPIRE SERVICE** 5 YEARS OR LONGER DIRECTOR PAST 5 YEARS
----------------- -------- --------- ------------------------------- ----------------- -------------
Antonio Eraso, # Class 8 President of Heron Espana 1 None
69 Two (real estate); Advisor to
(2012) President, Northern & Shell
(press group) since 2007;
Director of Grupo
Immobiliaria Chamartin
(property development) since
2007; Director of Grupo
Freedom Finance S.A.
(consumer and mortgage
finance) since 2007; Director
of Berge Finance (consumer
finance) since 2007; Advisor
to President of Grupo Berge
(maritime, logistics, car
imports and distribution);
Director of Mapfre
International S. A.
(insurance) and various
Mapfre affiliates since 2006;
Director of McCann Ericsson
Spain (advertising); director
of Albinana Films S.A. (film
distribution); Director of
Grupo Kia (Portugal) (car
distribution); Advisory
Director of Burson Marsteller
S.A. (public relations);
President of Italtel S.A.
(producer and supplier of
electronics); Director of
Chrysler Portugal; Spanish
Advisor to Kohn Pederson
Fox (international
architecture); Director of
Transolver Financier
(finance); Director of Equifax
ASNEF Solvencia S.A. (risk
evaluation) and various other
companies. He is also a
former director or advisor to
a number of companies, and
is Advisor CEO Iberdrola.
Advisor of CB Richard Ellis
(Spain and Portugal);
Member of the National
Assembly and Permanent
Commission of ASNEF
(National Association of
Financial Entities); Spanish
Representative of EURO-
FINAS (European Association
of Finance).
4
OTHER PUBLIC
YEAR NUMBER OF COMPANY
TERM PORTFOLIOS IN DIRECTORSHIPS
AS A ALLIANCEBERNSTEIN HELD BY
DIRECTOR PRINCIPAL OCCUPATION(S), FUND COMPLEX DIRECTOR
NAME, ADDRESS* WILL YEARS OF DURING PAST OVERSEEN BY DURING THE
AND AGE EXPIRE SERVICE** 5 YEARS OR LONGER DIRECTOR PAST 5 YEARS
------------------- -------- --------- -------------------------------- ----------------- -------------
Baldomero Falcones Class 4 Chairman and Chief 1 None
Jaquotot, # One Executive Officer of Fomento
64 (2011) de Construcciones y
Contratas SA (since 2008)
and formerly founding
Partner and GP of 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.
5
OTHER PUBLIC
YEAR NUMBER OF COMPANY
TERM PORTFOLIOS IN DIRECTORSHIPS
AS A ALLIANCEBERNSTEIN HELD BY
DIRECTOR PRINCIPAL OCCUPATION(S), FUND COMPLEX DIRECTOR
NAME, ADDRESS* WILL YEARS OF DURING PAST OVERSEEN BY DURING THE
AND AGE EXPIRE SERVICE** 5 YEARS OR LONGER DIRECTOR PAST 5 YEARS
----------------------------- -------- --------- ------------------------------ ----------------- -------------
Daniel de Fernando Garcia, # Class 7 Managing Partner of Mdf 1 None
45 One Achievers (wealth
(2011) management) as of March
2009. Consultant and
formerly, Head of Private
Banking and Personal
Banking (prior to March
2008) after being Head of
Asset Management and
Private Banking Banco
Bilbao Vizcaya Argentaria
("BBVA") since October
2002. Prior to 2002 he was
associated with J.P. Morgan
for 14 years in the following
capacities: Managing
Director and Head of 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. He is
also an Independent Director
of various European funds
advised by Schroder
Investment Management.
6
OTHER PUBLIC
YEAR NUMBER OF COMPANY
TERM PORTFOLIOS IN DIRECTORSHIPS
AS A ALLIANCEBERNSTEIN HELD BY
DIRECTOR PRINCIPAL OCCUPATION(S), FUND COMPLEX DIRECTOR
NAME, ADDRESS* WILL YEARS OF DURING PAST OVERSEEN BY DURING THE
AND AGE EXPIRE SERVICE** 5 YEARS OR LONGER DIRECTOR PAST 5 YEARS
------------------------ --------- --------- -------------------------------- ----------------- -------------
Inmaculada de Habsburgo- Class 23 President and Chief Executive 1 None
Lorena, # Three Officer of The Queen Sofia
65 (2013) + Spanish Institute; Founder of
the King Juan Carlos
International Center of New
York University Foundation,
and Director of World
Monuments Fund Espana.
INTERESTED
DIRECTOR
Robert M. Keith, *** Class 1 Senior Vice President of the 6 None
50 Two Adviser**** and the head
(2012) of AllianceBernstein
Investments, Inc. ("ABI")****
since July 2008; Director of
ABI and President of the
AllianceBernstein Mutual
Funds. Previously, he served
as Executive Managing
Director of ABI from
December 2006 to June
2008. Prior to joining ABI in
2006, he was 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, he was a Managing
Director and Head of North
American Client Service and
Sales in the Adviser's
institutional investment
management business, with
which he has been associated
since prior to 2004.
---------------------
* The address for each of the Fund's Independent 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 Senior Vice President of the Fund's investment adviser,
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.
7
The dollar range of the Fund's securities owned by each Director or nominee and
the aggregate dollar range of securities owned in the AllianceBernstein Fund
Complex are set forth below.
AGGREGATE DOLLAR
RANGE OF EQUITY
SECURITIES IN THE
FUNDS IN THE
ALLIANCEBERNSTEIN
DOLLAR RANGE OF EQUITY SECURITIES FUND COMPLEX
IN THE FUND AS OF AUGUST
AS OF AUGUST 31, 2010 31, 2010
--------------------------------- -----------------
INDEPENDENT DIRECTORS
William H. Foulk, Jr. $10,001-$50,000 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
INTERESTED DIRECTOR
Robert M. Keith None Over $100,000
The business and affairs of the Fund are managed under the direction of the
Fund's Board. Directors who are not "interested persons" of the Fund as defined
in the 1940 Act, are referred to as "Independent Directors", and Directors who
are "interested persons" of the Fund are referred to as "Interested Directors".
Certain information concerning the Fund's governance structure and each
Director is set forth below.
Experience, Skills, Attributes, and Qualifications of the Fund's Directors. The
Governance and Nominating Committee of the Fund's Board, which is composed of
Independent Directors, reviews the experience, qualifications, attributes and
skills of potential candidates for nomination or election by the Board, and
conducts a similar review in connection with the proposed nomination of current
Directors for re-election by stockholders at any annual or special meeting of
stockholders. In evaluating a candidate for nomination or election as a
Director, the Governance and Nominating Committee takes into account the
contribution that the candidate would be expected to make to the diverse mix of
experience, qualifications, attributes and skills that the Governance and
Nominating Committee believes contributes to good governance for the Fund.
Additional information concerning the Governance and Nominating Committee's
consideration of nominees appears in the description of the Committee below.
The Fund's Board believes that, collectively, the Directors have balanced and
diverse experience, qualifications, attributes, and skills, which allow the
Board to operate effectively in governing the Fund and protecting the interests
of stockholders. The Board of the Fund has concluded that, based on each
Director's experience, qualifications, attributes or skills on an individual
basis and in combination with those of the other Directors, each Director is
qualified and should continue to serve as such.
8
In determining that a particular Director was and continues to be qualified to
serve as a Director, the Board has considered a variety of criteria, none of
which, in isolation, was controlling. In addition, the Board has taken into
account the actual service and commitment of each Director during his or her
tenure (including the Director's commitment and participation in Board and
committee meetings, as well as his or her current and prior leadership of
standing and ad hoc committees) in concluding that each should continue to
serve. Additional information about the specific experience, skills, attributes
and qualifications of each Director, which in each case led to the Board's
conclusion that the Director should serve (or continue to serve) as trustee or
director of the Fund, is provided in the table above and in the next paragraph.
Among other attributes and qualifications common to all Directors are their
ability to review critically, evaluate, question and discuss information
provided to them (including information requested by the Directors), to
interact effectively with the Adviser, other service providers, counsel and the
Fund's independent registered public accounting firm, and to exercise effective
business judgment in the performance of their duties as Directors. In addition
to his or her service as a Director of the Fund and (in the case of Messrs.
Foulk and Keith) other AllianceBernstein Funds as noted in the table above:
Mr. Foulk has experience in the investment advisory and securities businesses,
including as Deputy Controller and Chief Investment Officer of the State of New
York (where his responsibilities included bond issuance, cash management and
oversight of the New York Common Retirement Fund), has served as Chairman of
the AllianceBernstein Funds and of the Independent Directors Committee since
2003, and is active in a number of mutual fund related organizations and
committees; Mr. Abril has executive management experience at one of the world's
largest telecommunications companies and experience as chairman and a director
of other companies; Mr. Eraso has executive management and advisory experience
in the real estate and finance industries; Mr. Falcones Jaquotot has executive
management and directorship experience in a variety of industries including
banking and investments, and has served as the Chairman of a number of boards;
Mr. de Fernando Garcia has experience as an executive in the asset management
industry and as a director of unaffiliated funds; Ms. de Habsburgo-Lorena has
experience as an executive officer and as a director; and Mr. Keith has
experience as an executive of the Adviser with responsibility for, among other
things, the AllianceBernstein Mutual Funds. The disclosure herein of a
director's experience, qualifications, attributes and skills does not impose on
such director any duties, obligations, or liability that are greater than the
duties, obligation, and liability imposed on such director as a member of the
Board and any committee thereof in the absence of such experience,
qualifications, attributes and skills.
Board Structure and Oversight Function. The Fund's Board is responsible for
oversight of the Fund. The Fund has engaged the Adviser to manage the Fund on a
day-to-day basis. The Board is responsible for overseeing the Adviser and the
Fund's other service providers in the operations of the Fund in accordance with
the Fund's investment objective and policies and otherwise in accordance with
its prospectus, the requirements of the 1940 Act and other applicable Federal,
state and other securities and
9
other laws, and the Fund's charter and bylaws. The Board meets in-person at
regularly scheduled meetings four times throughout the year. In addition, the
Directors may meet in-person or by telephone at special meetings or on an
informal basis at other times. The Independent Directors also regularly meet
without the presence of any representatives of management. As described below,
the Board has established four standing committees - the Audit, Governance and
Nominating, Independent Directors, and Fair Valuation Committees - and may
establish ad hoc committees or working groups from time to time, to assist the
Board in fulfilling its oversight responsibilities. Each committee is composed
exclusively of Independent Directors. The responsibilities of each committee,
including its oversight responsibilities, are described further below. The
Independent Directors have also engaged independent legal counsel, and may from
time to time engage consultants and other advisors, to assist them in
performing their oversight responsibilities.
An Independent Director serves as Chairman of the Board. The Chairman's duties
include setting the agenda for the Board meeting in consultation with
management, presiding at the Board meeting, meeting with management between
Board meetings, and facilitating communication and coordination between the
Independent Directors and management. The Directors have determined that the
Board's leadership by an Independent Director and its committees composed
exclusively of Independent Directors is appropriate because they believe it
sets the proper tone to the relationships between the Fund, on the one hand,
and the Adviser and other service providers, on the other, and facilitates the
exercise of the Board's independent judgment in evaluating and managing the
relationships. In addition, the Fund is required to have an Independent
Director as Chairman pursuant to certain 2003 regulatory settlements involving
the Adviser.
Risk Oversight. The Fund is subject to a number of risks, including investment,
compliance and operational risks. Day-to-day risk management with respect to
the Fund resides with the Adviser or other service providers (depending on the
nature of the risk), subject to supervision by the Adviser. The Board has
charged the Adviser and its affiliates with (i) identifying events or
circumstances, the occurrence of which could have demonstrable and material
adverse effects on the Fund; (ii) to the extent appropriate, reasonable or
practicable, implementing processes and controls reasonably designed to lessen
the possibility that such events or circumstances occur or to mitigate the
effects of such events or circumstances if they do occur; and (iii) creating
and maintaining a system designed to evaluate continuously, and to revise as
appropriate, the processes and controls described in (i) and (ii) above.
Risk oversight forms part of the Board's general oversight of the Fund's
investment program and operations and is addressed as part of various regular
Board and committee activities. The Fund's investment management and business
affairs are carried out by or through the Adviser and other service providers.
Each of these persons has an independent interest in risk management but the
policies and the methods by which one or more risk management functions are
carried out may differ from the Fund's and each other's in the setting of
priorities, the resources available or the effectiveness
10
of relevant controls. Oversight of risk management is provided by the Board and
the Audit Committee. The Directors regularly receive reports from, among
others, management (including the Global Heads of Investment Risk and Trading
Risk of the Adviser), the Fund's Senior Officer (who is also the Fund's chief
compliance officer), its independent registered public accounting firm,
counsel, and internal auditors for the Adviser, as appropriate, regarding risks
faced by the Fund and the Adviser's risk management programs.
Not all risks that may affect the Fund can be identified, nor can controls be
developed to eliminate or mitigate their occurrence or effects. It may not be
practical or cost-effective to eliminate or mitigate certain risks, the
processes and controls employed to address certain risks may be limited in
their effectiveness, and some risks are simply beyond the reasonable control of
the Fund or the Adviser, its affiliates or other service providers. Moreover,
it is necessary to bear certain risks (such as investment-related risks) to
achieve the Fund's goals. As a result of the foregoing and other factors, the
Fund's ability to manage risk is subject to substantial limitations.
During the fiscal year ended November 30, 2009, the Board met four 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 2009, the Audit Committee met three times.
The Board has adopted a charter for its Governance and Nominating Committee,
which is available at www.alliancebernstein.com (click on AllianceBernstein
Mutual Fund Investors then US then Investment Products/Mutual Funds). Pursuant
to the charter of the Governance and Nominating Committee, the 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. The Committee may also set standards or
qualifications for Directors and reviews at least annually the performance of
each Director, taking into account factors such as attendance at meetings,
adherence to Board policies, preparation for and participation at meetings,
commitment and contribution to the overall work of the Board and its
committees, and whether there are health or other reasons that might affect the
Director's ability to perform his or her duties. The Committee may consider
candidates as Directors submitted by the Fund's current Board members,
officers, investment adviser, stockholders (subject to the following paragraph)
and other appropriate sources.
The Governance and Nominating Committee will consider candidates submitted by a
stockholder or group of stockholders who have beneficially owned at least 5% of
the
11
Fund's outstanding common stock or shares of beneficial interest for at least
two years prior to 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 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 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 an Independent Director. When assessing a
candidate for nomination, the Committee considers whether the individual's
background, skills, and experience will complement the background, skills, and
experience of other nominees and will contribute to the diversity of the Board.
During the Fund's fiscal year ended in 2009, the Governance and Nominating
Committee met three times.
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 Shareholder Inquiry Agency Agreements. During the
Fund's fiscal year ended in 2009, the Independent Directors Committee met two
times. The Independent Directors meet in executive session without
representatives of management present at every Board meeting. In fiscal 2009,
the approval of the Advisory and Shareholder 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 Adviser's 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 2009, 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.
12
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 2009, the aggregate compensation paid to
the Directors during calendar year 2009 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
NUMBER OF INVESTMENT
INVESTMENT PORTFOLIOS
COMPANIES IN THE WITHIN THE
ALLIANCEBERNSTEIN ALLIANCEBERNSTEIN
COMPENSATION FUND COMPLEX, FUND COMPLEX,
FROM THE INCLUDING THE INCLUDING THE
ALLIANCEBERNSTEIN FUND, AS TO FUND, AS TO
COMPENSATION FUND COMPLEX, WHICH THE WHICH THE
FROM THE INCLUDING THE DIRECTOR IS A DIRECTOR IS A
FUND DURING FUND, DURING DIRECTOR OR DIRECTOR OR
NAME OF DIRECTOR ITS FISCAL YEAR 2009 TRUSTEE TRUSTEE
---------------------------- --------------- ----------------- ----------------- -----------------
INDEPENDENT DIRECTORS
William H. Foulk, Jr. $22,229 $484,400 35 96
Luis Abril Perez $14,000 $ 14,000 1 1
Antonio Eraso $24,500 $ 17,200 1 1
Baldomero Falcones Jaquotot $12,000 $ 12,000 1 1
Daniel de Fernando Garcia $15,200 $ 4,000 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.
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). If no specification is made on a properly executed proxy, it
will be voted for the election of each of the nominees for Director.
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
13
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 or through the Internet, 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 or through the Internet 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 or through the Internet, 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. 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 Proposal. If any proposal, other than Proposal One,
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 Proposal is 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 Adviser has engaged Boston Financial Data Services, 30 Dan Road, Canton, MA
02021, to assist in soliciting proxies for the Meeting, including contacting
stockholders by telephone or other electronic means to solicit stockholders on
behalf of the Fund. Boston Financial Data Services will receive a total fee of
approximately $3,500 for its services, which will be borne by the Fund. Other
costs of the proxy solicitation will also be borne by the Fund.
14
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 YEAR FIRST PRINCIPAL OCCUPATION DURING PAST 5
NAME, ADDRESS AND AGE ELECTED) YEARS
------------------------------------- ------------------------------------- -------------------------------------
Robert M. Keith, * President and Chief Executive Officer See biography above.
50 (2/09)
Robert Alster, *** Senior Vice President (11/06) Senior Vice President of the
49 Adviser**, with which he has been
associated since prior to 2005.
Liliana C. Dearth, * Senior Vice President (6/07) Senior Vice President of the
41 Adviser**, with which she has been
associated since prior to 2005.
Philip L. Kirstein, * Senior Vice President and Independent Senior Vice President and Independent
65 Compliance Officer (10/04) Compliance Officer of the
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 March 2003.
Phyllis J. Clarke, * Controller Vice President of AllianceBernstein
49 (11/08) Investor Services, Inc. ("ABIS"),**
with which she has been associated
since prior to 2005.
Joseph J. Mantineo, * Treasurer and Chief Financial Officer Senior Vice President of ABIS,** with
51 (7/06) which he has been associated since
prior to 2005.
Emilie D. Wrapp, * Secretary Senior Vice President, Assistant
54 (11/05) General Counsel and Assistant
Secretary of ABI,** with which she
has been associated since prior to
2005.
---------------------
* 1345 Avenue of the Americas, New York, NY 10105.
**An affiliate of the Fund.
***AllianceBernstein Limited, 50 Berkeley Street, London WIJ 3HA England.
15
Stock Ownership
The outstanding voting shares of the Fund as of the Record Date consisted of
8,905,699 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.
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 at www.alliancebernstein.com (click on
AllianceBernstein Mutual Fund Investors then US then Investment Products/Mutual
Funds). The purposes of the Audit Committee are to (1) assist the Board in its
oversight of the accounting and financial reporting policies and practices of
the Fund, including: (i) the quality and integrity of the Fund's financial
statements and the independent audit thereof; (ii) the Fund's compliance with
legal and regulatory requirements, particularly those that relate to the Fund's
accounting, financial reporting, internal controls over financial reporting,
and independent audits; (iii) the retention, independence, qualifications and
performance of the independent accountants; (iv) meeting with representatives
of the internal audit department of the Adviser regarding such department's
activities relating to the Fund; and (v) 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
16
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 year.
Submitted by the Audit Committee of the Fund's Board
William H. Foulk, Jr. Daniel de Fernando Garcia
Inmaculada de Habsburgo-Lorena Antonio Eraso
Baldomero Falcones Jaquotot Luis Abril Perez
Approval of Independent Registered Public Accounting Firm by the Board
The Board of the Fund, including a majority of the Directors who are not
"interested persons", have appointed Ernst & Young LLP ("E&Y") as the
independent registered public accounting firm for the Fund's current fiscal
year. E&Y has represented that it does not have any direct financial interest
or any material indirect financial interest in the Fund.
The Audit Committee of the Board of the Fund approved the dismissal of KPMG LLP
as independent registered public accounting firm for the Fund (the "Prior
Auditor") at a meeting held on May 13, 2010. The Prior Auditor's reports on the
financial statements of the Fund for its last two fiscal years did not contain
an adverse opinion or disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope or accounting principles. During the period the
Prior Auditor was engaged, there were no disagreements with the Prior Auditor
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or
17
procedures, which would have caused it to make reference to that matter in
connection with its reports for the Fund or reportable events as described in
paragraph (v) of Item 304(a)(1) of Regulation S-K. The Fund has requested that
the Prior Auditor furnish it with a letter addressed to the Securities and
Exchange Commission ("SEC") stating whether or not it agrees with the above
statements. A copy of the letter is attached as Appendix A and a similar letter
will be filed as Exhibit 77 to the Fund's first Form N-SAR filed following the
Prior Auditor's dismissal.
Representatives of E&Y are expected to attend the Meeting, to have the
opportunity to make a statement and to respond to appropriate questions from
the stockholders. Representatives of the Prior Auditor are not expected to
attend the Meeting.
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 TO THE
FUND, THE ADVISER AND
AUDIT FEES AUDIT RELATED FEES TAX FEES SERVICE AFFILIATES
---------- ------------------ -------- ------------------------
2008 $42,700 $0 $ 9,950 $388,300
2009 $40,518 $0 $14,275 $173,524
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 2009 and 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 2009 were $14,275 (8.23%) (comprising $14,275 (100%) of tax fees) and for
2008
18
were $9,950 (2.56%) (comprising $9,950 (100%) 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.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 30(h) of the 1940 Act and the rules under Section 16 of the Securities
Exchange Act of 1934 require that the Directors and certain officers of the
Fund, among others, file with the SEC initial reports of ownership and reports
of changes in ownership of shares of the Fund. During the fiscal year ended
2009 and prior fiscal years, a statement of initial beneficial ownership of
securities on Form 3 was inadvertently filed late by the Adviser on behalf of
Joseph J. Mantineo and Phyllis J. Clarke, both officers of the Fund.
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.
Control Persons and Principal Holders of Securities
Based on the most recent publicly available data as of September 16, 2010,
Banco Bilbao Vizcaya Argentaria, S.A., with an address of Paseo de la
Castellana 81, Madrid 28046, Spain, beneficially owned an aggregate of
1,500,000 shares, or approximately 16.84%, 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 ("2011 Annual Meeting of Stockholders") must be
received by the Fund by May 30, 2011 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
19
accordance with the Fund's Bylaws. To be presented at the 2011 Annual Meeting
of Stockholders, a stockholder proposal that is not otherwise includable in the
proxy statement for the 2011 Annual Meeting of Stockholders must be delivered
by a stockholder of record to the Fund no sooner than April 30, 2011 and not
later than May 30, 2011.
The persons named as proxies for the 2011 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 30,
2011 and not later than May 30, 2011 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 SEC.
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
Emilie D. Wrapp
Secretary
September 27, 2010
New York, New York
20
APPENDIX A--LETTER FROM INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
September 15, 2010
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for The Ibero-America Fund, Inc.
(the "Fund") and, under the date of January 26, 2010, we reported on the
financial statements of the Fund as of and for the year ended November 30,
2009. On April 14, 2010, we were dismissed. We have read the statements
included under the section titled "Approval of Independent Registered Public
Accounting Firm by Board" within the Proxy Statement for the Fund dated
September 27, 2010, and we agree with such statements, except that we are not
in a position to agree or disagree with the statement that the Audit Committee
of the Board of the Fund approved the dismissal of KPMG LLP as independent
registered public accounting firm for the Fund at a meeting held on May 13,
2010, and we are not in a position to agree or disagree with any of the
statements regarding Ernst & Young LLP.
Very truly yours,
/s/ KPMG LLP
A-1
IA-103537-0910
[GRAPHIC]
[FORM OF PROXY CARD]
PROXY - THE IBERO-AMERICA FUND, INC.
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
NOVEMBER 8, 2010
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE IBERO-AMERICA
FUND, INC.
The undersigned stockholder of The Ibero-America Fund, Inc., a Maryland
corporation, hereby appoints Nancy E. Hay and Carol H. Rappa, 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 8, 2010 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 THE PROPOSAL AS DIRECTORS, 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 Three nominees listed
(Terms expire 2013).
1. Election of Directors - Class Three Directors (terms expire 2013)
Class Two Nominees
01 - Luis Abril Perez
02 - Inmaculada de Habsburgo-Lorena
[_] 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
B. Non-Voting Items
Change of Address - Please print new address 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/yyyy)
[_____________________________________________________]
SK 00250 0031 1132992