SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/ X / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
The Spain Fund, Inc.
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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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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
[LOGO]
ALLIANCEBERNSTEIN
Investments
THE SPAIN FUND, INC.
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1345 Avenue of the Americas, New York, New York 10105
Toll Free (800) 221-5672
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JUNE 28, 2006
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 Wednesday, June 28, 2006 at 11:00 a.m. Eastern
Time, for the following purposes, which are more fully described in the
accompanying Proxy Statement dated June 5, 2006:
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; and
2. To transact such other business as may properly come before the Meeting.
The Board of Directors has fixed the close of business on May 12, 2006 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,
Emilie D. Wrapp
Secretary
New York, New York
June 5, 2006
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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 mark and mail 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.
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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
-----------------
ANNUAL MEETING OF STOCKHOLDERS
June 28, 2006
-----------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of The Spain Fund, Inc., a Maryland
corporation (the "Fund"), to be voted at the Annual Meeting of Stockholders of
the Fund (the "Meeting"), to be held at the offices of the Fund, 1345 Avenue of
the Americas, 41st Floor, New York, New York 10105, on Wednesday, June 28, 2006
at 11:00 a.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 June 5, 2006.
The Board of Directors has fixed the close of business on May 12, 2006 as
the record date for the determination of stockholders entitled to notice of,
and to vote at, the Meeting and any postponement or adjournment thereof. The
outstanding voting shares of the Fund as of May 12, 2006 consisted of 8,748,520
shares of common stock, each share being entitled to one vote. 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 of Directors will be voted for the election of three
Directors (Proposal One). Any stockholder may revoke that stockholder's proxy
at any time prior to the exercise thereof by giving written notice to the
Secretary of the Fund at 1345 Avenue of the Americas, New York, New York 10105,
by signing and delivering to the Secretary another proxy of a later date or by
voting in person at the Meeting.
Properly executed proxies may be returned with instructions to abstain from
voting or to withhold authority to vote (an "abstention"). The shares
represented by abstentions will be considered present for purposes of
determining the existence of a quorum for the transaction of business. However,
with respect to Proposal One, which is a matter to be determined by an
affirmative vote of the holders of a majority of the outstanding shares of
common stock of the Fund, an abstention will have the effect of a vote against
the proposal. If any proposal, other than Proposal
1
One, properly comes before the Meeting, shares represented by proxies will be
voted on all such proposals in the discretion of the person or persons holding
the proxies.
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 positions
recommended by the Board of Directors on the proposal described in the Proxy
Statement are not timely received, 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 of Directors on any proposal as to which the
Meeting is proposed to be adjourned will be voted against adjournment of the
Meeting.
PROPOSAL ONE
ELECTION OF DIRECTORS
At the Meeting, three Directors are nominated for elections, two to serve
for terms of three years, and one for one year, and until his successor is duly
elected and qualifies. 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 the nominees.
Pursuant to the Charter and Amended and Restated Bylaws of the Fund (the
"Bylaws"), the Board of Directors 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 2007,
and the terms of Class One Directors will expire as of the annual meeting of
stockholders for 2008. 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 of Directors, 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.
2
The Board of Directors at a meeting held on May 11, 2006, elected Mr. Luis
Abril Perez to fill a vacancy created by the death of Mr. Juan Manuel Sainz de
Vicuna. Under the Bylaws of the Fund, Mr. Perez must stand for election at the
Meeting, which is the first meeting of stockholders after his election as
Director by the Board of Directors. The Board of Directors has nominated Mr.
Luis Abril Perez for election as a Director in Class Three. The Board of
Directors has nominated each of Messrs. William H. Foulk, Jr. and Antonio Eraso
for re-election as a Director in Class Two. Each nominee has consented to serve
as a Director. The Board of Directors knows of no reason why any of the
nominees for the Board of Directors 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 of Directors 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
must have either (i) a substantial Spanish connection of a type specified, or
(ii) be, or previously have been, connected in a specified manner with the
investment adviser (or any of its affiliates). The Governance and Nominating
Committee of the Board of Directors 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.
3
Certain information concerning the Fund's Directors, including the nominees
for election as Directors, is set forth below.
Year Number of
Term Portfolios Other
as a in Fund Directorships
Director Principal Occupation(s), Complex Held by
Name, Address and Will Years of Including Directorships Overseen Director or
Date of Birth Expire Service* Held, During Past 5 Years by Director Nominee
----------------- -------- -------- ---------------------------- ----------- -------------
INTERESTED
DIRECTORS
Daniel de Fernando Class 2 years Head of Asset Management 1 None
Garcia, ** One 8 months and Private Banking BBVA
BBVA, (2008) since October 2002. Prior to
Padilla, 17, 2001 he was associated with
28006 Madrid, J.P. Morgan for 14 years in
Spain the following capacities:
7/27/65 Managing Director and
Head of JP Morgan Private
Banking Asset Management
(Europe, Africa, The Orient
and Asia) Head of
JP Morgan Private Banking
Wealth Management
(Europe, Africa and The
Orient); JPMorgan Co-Head
of Asset Management
Services Iberia, Head of
Investments and Chairman
& 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
Morgan Gestion, S.A.
(Mutual Fund Management
Company).
--------
* "Years of Service" refers to the total number of months and years served as
a Director.
** "Interested person," as defined in Section 2(a)(19) of the Investment
Company Act of 1940, as amended (the "Act"), of the Fund because of an
affiliation with Banco Bibao-Vizcaya, S.A. (Madrid) ("BBVA"), which executes
portfolio transactions for the Fund from time to time.
4
Year Number of
Term Portfolios Other
as a in Fund Directorships
Director Principal Occupation(s), Complex Held by
Name, Address and Will Years of Including Directorships Overseen Director or
Date of Birth Expire Service* Held, During Past 5 Years by Director Nominee
----------------- -------- -------- --------------------------- ----------- -------------
Ignacio Gomez-Acebo*** Class 11 years He is Senior Partner of 1 Clarke, Modet
Gomez-Acebo & Pombo One Gomez-Acebo & Pombo & Co. and
Paseo de la Castellana (2008) (law firm); Chairman of the NOKIA Spain
216, 12th Fl., Board of Clarke, Modet &
28046 Madrid, Co. and NOKIA Spain.
Spain
3/17/32
DISINTERESTED
DIRECTORS
Chairman of the Board
William H. Foulk, Class 2 years He is an investment adviser 108 None
Jr., +, ++ Two 4 months and an independent
2 Sound View Drive, (2009#) consultant. He was
Suite 100, formerly Senior Manager of
Greenwich, Barrett Associates, Inc., a
Connecticut 06830 registered investment
9/7/32 adviser, with which he had
been associated since prior
to 2001. 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.
--------
* "Years of Service" refers to the total number of months and years served as
a Director.
***"Interested person" of the Fund because of an affiliation with a law firm
that acts as legal counsel to the Fund's investment adviser,
AllianceBernstein L.P. (the "Adviser"), from time to time.
+ 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.
5
Year Number of
Term Portfolios Other
as a in Fund Directorships
Director Principal Occupation(s), Complex Held by
Name, Address and Will Years of Including Directorships Overseen Director or
Date of Birth Expire Service* Held, During Past 5 Years by Director Nominee
----------------- -------- -------- ---------------------------- ----------- -------------
Antonio Eraso, + Class 4 years He is Non-executive 1 Mapfre,
Latinver, S.A., Two Director of Mapfre, Heron, Heron and
Paseo de la (2009#) Santander Central Hispano Banco
Castellana, Activos Inmobiliarios, Santander
28046 Madrid, Advisor CEO Iberdrola. Central
Spain President of Heron Espana; Hispano
4/22/41 Advisor of CB Richard Activos
Ellis (Spain & Portugal); Inmobiliaros
Advisor of Bansa Leasing;
Advisor of Transolver
(finance); Advisor of Grupo
Tecnobit S.A. (defense);
Advisor of Equifax Iberica;
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.
--------
* "Years of Service" refers to the total number of months and years served as
a Director.
+ Member of the Audit Committee, the Independent Directors Committee and the
Governance and Nominating Committee of the Fund.
# If elected at the Meeting.
6
Year Number of
Term Portfolios Other
as a in Fund Directorships
Director Principal Occupation(s), Complex Held by
Name, Address and Will Years of Including Directorships Overseen Director or
Date of Birth Expire Service* Held, During Past 5 Years by Director Nominee
----------------- -------- -------- ---------------------------- ----------- -------------
Inmaculada de Class 18 years She is President and Chief 1 The Queen
Habsburgo-Lorena, + Three Executive Officer of The Sofia Spanish
Spanish Institute, (2007) Queen Sofia Spanish Institute,
684 Park Avenue, Institute; Trustee of Samuel Samuel H.
New York, NY 10021 H. Kress Foundation; Kress
7/3/45 Founder and Trustee of the Foundation,
King Juan Carlos and King
International Center of New Juan Carlos
York University International
Foundation; and member of Center of
the Board of World New York
Monuments Fund Espana. University
Foundation
Francisco Gomez Class 17 years He is Chief Executive 1 None
Roldan, + Three Officer of Abbey National
Abbey National Plc., (2007) Plc. He was formerly Chief
Abbey National House, Financial Officer of Banco
2 Triton Square, Santander Central Hispano
Regent's Place, since 2002. Prior thereto he
London NW1 3AN was Chief Executive
7/16/53 Officer of Banesto S.A.;
Chief Executive Officer of
Argenteria, Caja Postal y
Banco Hipotecario; Deputy
General Manager of Banco
Bilbao-Vizcaya, S.A.,
General Manager of BBV
Interactivos, S.A.; and
General Manager of Banca
Catalana, S.A.
--------
* "Years of Service" refers to the total number of months and years served as
a Director.
+ Member of the Audit Committee, the Independent Directors Committee and the
Governance and Nominating Committee of the Fund.
7
Year Number of
Term Portfolios Other
as a in Fund Directorships
Director Principal Occupation(s), Complex Held by
Name, Address and Will Years of Including Directorships Overseen Director or
Date of Birth Expire Service* Held, During Past 5 Years by Director Nominee
----------------- -------- -------- ---------------------------- ----------- -------------
Luis Abril Perez Class 1 month He is General Manager for 1 Sogecable,
Telefonica S.A., Three Corporate Communications S.A. and
Gran Via, 28, (2007#) and has held other positions Endemol
28013 Madrid, with Telefonica S.A., since Investment
Spain 2001. He was formerly Holding BV
3/25/48 General Manager for
Communications and
Research of Banco
Santander Central Hispano.
Jose Ignacio Class 1 year 4 Chairman and C.E.O. of 1 Colebega,
Comenge, + One months Rexam Iberica, Vice Refrige--
Paseo de la (2008) Chairman of Casbega and Coca-Cola
Castellana, 15, Director of Colebega, Bottling
28046 Madrid, Refrige--Coca-Cola Companies,
Spain Bottling Companies, Ebro- Ebro-Puleva,
8/9/51 Puleva (large food Barbosa &
company) and Barbosa & Almeida and
Almeida. President and Several Sicav
Board Member of Several
Sicav. Prior thereto, he was
Vice Chairman of Mutual
Madrilena Automovista
(car insurance company),
Stock Analyst, Deputy
Director International
Division, Deputy Head
Madrid office, Deputy
Director London Branch
and New York Branch,
Director Corporat--Banco
Hispano Americano.
--------
* "Years of Service" refers to the total number of months and years served as
a Director.
+ Member of the Audit Committee, the Independent Directors Committee and the
Governance and Nominating Committee of the Fund.
# If elected at the Meeting.
8
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 is set forth below.
Aggregate Dollar
Range of Equity
Securities in the
Funds in the
AllianceBernstein
Dollar Range of Equity Securities of the Fund Fund Complex
as of May 6, 2006 as of May 6, 2006
--------------------------------------------- -----------------
Antonio Eraso $1-$10,000 $1- $10,000
William H. Foulk, Jr. $10,001-$50,000 Over $100,000
Daniel de Fernando Garcia None None
Ignacio Gomez-Acebo $1-$10,000 $1- $10,000
Francisco Gomez Roldan None None
Inmaculada de Habsburgo- $10,001-$50,000 $10,001-$50,000
Lorena
Luis Abril Perez None None
Jose Ignacio Comenge $1-$10,000 $1-$10,000
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.
During the fiscal year ended November 30, 2005, the Board of Directors 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 Fund's Board of Directors 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 2005, the Audit Committee met twice.
The Fund's Board of Directors 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 Solutions/Mutual Funds/Closed-End). Pursuant to the charter
of the
9
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 current Directors, the Fund's investment adviser, Fund
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 2005, 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 Investment Management and Administration Agreement and
Shareholder Inquiry Agency Agreement. During the Fund's fiscal year ended in
2005, the Independent Directors Committee met once.
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 by more than $0.01 per
share. During the Fund's fiscal year ended in 2005, 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
10
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 considered an "interested person" of the
Fund. The aggregate compensation paid by the Fund to the Directors during the
Fund's fiscal year ended 2005, the aggregate compensation paid to the Directors
during calendar year 2005 by all of the investment companies in the
AllianceBernstein Fund Complex and the total number of investment companies in
the AllianceBernstein Fund Complex as to which the Directors are a director or
trustee and the number or 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 2005 Trustee Trustee
---------------- --------------- ----------------- ----------------- -----------------
Antonio Eraso $14,500 $ 14,000 1 1
Daniel de Fernando Garcia $ 0 $ 0 1 1
William H. Foulk, Jr. $18,027 $487,625 42 108
Ignacio Gomez-Acebo $ 0 $ 0 1 1
Francisco Gomez Roldan $10,000 $ 11,500 1 1
Inmaculada de Habsburgo- $14,500 $ 14,000 1 1
Lorena
Luis Abril Perez $ 0 $ 0 1 1
Jose Ignacio Comenge $14,000 $ 14,000 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 1 requires
the affirmative vote of a majority of the votes cast.
11
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 of Directors until his or her
successor is duly elected and qualifies.
Position(s) (Month and Year Principal Occupation During
Name, Address and Date of Birth First Elected) Past 5 Years
------------------------------- ------------------------------ --------------------------------
Marc O. Mayer,* President Executive Vice President of the
10/2/1957 (1/04) Adviser** since 2001 and
Executive Managing Director of
AllianceBernstein Investments,
Inc. ("ABI")** since 2003;
prior thereto, he was head of
AllianceBernstein Institutional
Investments,** a unit of the
Adviser, from 2001-2003. Prior
thereto, Chief Executive Officer
of Sanford C. Bernstein & Co.,
LLC (institutional research and
brokerage arm of Bernstein &
Co. LLC),** and its predecessor
since prior to 2001.
Edward D. Baker III,*** Senior Vice President (5/03) Senior Vice President and Chief
2/4/1951 Investment Officer - Emerging
Markets of the Adviser,** with
which he has been associated
since prior to 2001.
Philip L. Kirstein,* Senior Vice President and Senior Vice President and
5/29/1945 Independent Compliance Officer Independent Compliance
(10/04) Officer of the AllianceBernstein
Mutual 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 2001 until
March 2003.
Siobhan McManus,*** Vice President Senior Vice President of the
4/20/1962 (11/05) Adviser,** with which she has
been associated since prior to
2001.
12
Position(s) (Month and Year Principal Occupation During
Name, Address and Date of Birth First Elected) Past 5 Years
------------------------------- ----------------------------- --------------------------------
Cristina Fernandez-Alepuz,*** Vice President Vice President of Alliance
11/1/1969 (10/97) Capital Limited ("Limited").
She is a European Companies
Analyst responsible for
analyzing the Spanish market
and Latin American banks.
Prior thereto, she was a
securities analyst at Gerstemar
Securities and Ibersecurities in
Spain since prior to 2001.
Mark D. Gersten, # Treasurer and Chief Financial Senior Vice President of
10/4/1950 Officer (6/88) AllianceBernstein Investor
Services, Inc. ("ABIS"),** and
a Vice President of ABI,** with
which he has been associated
since prior to 2001.
Vincent S. Noto, # Controller A Vice President of ABIS,**
12/14/1964 (2/96) with which he has been
associated since prior to 2001.
Emilie D. Wrapp,* Secretary Senior Vice President, Assistant
11/13/1955 (11/05) General Counsel and Assistant
Secretary of ABI,** with which
she has been associated since
prior to 2001.
--------
* 1345 Avenue of the Americas, New York, NY 10105.
** An affiliate of the Fund.
***AllianceBernstein International, 53 Stratton Street, London, W1X 6JJ.
# AllianceBernstein Investor Services, Inc., 500 Plaza Drive, Secaucus, New
Jersey 07094.
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 Solutions/Mutual
Funds/Closed-End). The purposes of the Audit Committee are to (1) assist the
Board of Directors 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
13
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 Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees, 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 Directors 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.
14
Submitted by the Audit Committee of the Fund's Board of Directors:
Francisco Gomez Roldan Antonio Eraso
Jose Ignacio Comenge William H. Foulk, Jr.
Inmaculada de
Habsburgo-Lorena
Approval of Independent Registered Public Accounting Firms 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. The Board of Directors of the Fund at
a meeting held on November 10, 2005 approved by the vote, cast in person, of a
majority of the Directors who are not "interested persons" of the Fund,
PricewaterhouseCoopers LLP, independent registered public accounting firm to
audit the Fund's accounts for the fiscal year ending November 30, 2006.
PricewaterhouseCoopers LLP has audited the Fund's accounts since the Fund's
commencement of operations and has represented that it does not have any direct
financial interest or any material indirect financial interest in the Fund.
Representatives of PricewaterhouseCoopers LLP are expected to attend the
Meeting and to have the opportunity to make a statement and 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.
15
All Fees for Non-Audit
Services Provided to the
Fund, the Adviser and
Audit Fees Audit Related Fees* Tax Fees Service Affiliates
---------- ------------------- -------- ------------------------
2004 $60,000 $10,000 $24,700 $ 769,802
2005 $60,000 $10,000 $17,850 $1,144,239
--------
* Audit related fees include $10,000 per year for sub-custodial security
counts, paid by the Adviser.
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 2005 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 2005 were
$27,850 (comprising $10,000 of audit related fees and $17,850 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.
As of May 12, 2006, Banco Bilbao-Vizcaya, S.A., with an address of Plaza de
San Nicholas 4, 48005 Bilbao, Spain, was believed by management of the Fund to
beneficially own an aggregate of 1,500,000 shares, or approximately 17.52%, of
the outstanding common stock of the Fund.
16
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 ("2007 Annual Meeting of Stockholders")
must be received by the Fund by February 5, 2007 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 2007 Annual Meeting of Stockholders, a
stockholder proposal that is not otherwise includable in the proxy statement
for the 2007 Annual Meeting of Stockholders must be delivered by a stockholder
of record to the Fund no sooner than January 6, 2007 and not later than
February 5, 2007.
The persons named as proxies for the 2007 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 January 6,
2007 and not later than February 5, 2007. If the Fund receives such timely
notice, these persons will not have this authority except as provided in the
applicable rules of the 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 Dennis Bowden 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
June 5, 2006
New York, New York
17
TABLE OF CONTENTS Page
------------------------------- ----
Introduction................... 1
Proposal One Election of
Directors..................... 2
Information as to the Fund's
Investment Adviser and
Administrator................. 16
Other Matters.................. 16
Submission of Proposals for the
Next Annual Meeting of
Stockholders.................. 17
Reports to Stockholders........ 17
The Spain Fund, Inc.
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[LOGO]
ALLIANCEBERNSTEIN
Investments
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NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS AND
PROXY STATEMENT
June 5, 2006
002CS-11560
PROXY - THE SPAIN FUND, INC.
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 28, 2006
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 each of Carol H. Rappa and Christina A. Morse, or
either of them, as proxies for the undersigned, each with full power of
substitution, to attend the Annual Meeting of Stockholders of the Fund (the
"Annual Meeting") to be held at 11:00 a.m., Eastern Time, on June 28, 2006 at
the offices of the Fund, 1345 Avenue of the Americas, 41st Floor, 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 at the Annual Meeting with
all powers possessed by the undersigned if personally present at such Annual
Meeting. The undersigned hereby acknowledges receipt of the Notice of the Annual
Meeting and accompanying Proxy Statement, revokes any proxy previously given
with respect to such Annual Meeting and hereby instructs said proxies to vote
said shares as indicated on the reverse side hereof.
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 in the manner directed 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 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 VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF. PLEASE FOLD IN HALF AND
RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE.
The Spain Fund, Inc.
/ / Mark this box with an X if you have made changes to your name or address
details above.
Annual Meeting Proxy Card
A Class Two Directors (terms expire 2009)
Your Board of Directors recommends a vote "FOR" the election of all Nominees.
1. Nominees:
For Withhold
01 - William H. Foulk, Jr. / / / /
02 - Antonio Eraso / / / /
B Class Three Director (term expires 2007)
Your Board of Directors recommends a vote "FOR" the election of the Nominee.
2. Nominee:
For Withhold
01 - Luis Abril Perez / / / /
C Issues
3. To vote and otherwise represent the undersigned on any other matter that may
properly come before the meeting or any postponement or adjournment thereof
in the discretion of the Proxy holder(s).
D Authorized Signatures - Sign Here - This section must be completed for your
instructions to be executed.
Please be sure to sign your name(s) exactly as it appears on this Proxy.
Please sign this Proxy exactly as your name(s) appear(s) on the records of the
Fund. Joint owners should each sign personally. Trustees and other
representatives should indicate the capacity in which they sign, and where more
than one name appears, a majority must sign. If the stockholder is a corporation
or another entity, the signature should be that of an authorized officer who
should state his or her 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 675284