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.
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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.:
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(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
April 4, 2008
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 Friday, April 4, 2008 at 3:30 p.m. Eastern Time,
for the following purposes, which are more fully described in the accompanying
Proxy Statement dated February 25, 2008:
1. To elect two 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 February 15, 2008
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,
Marc O. Mayer
President
New York, New York
February 25, 2008
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YOUR VOTE IS IMPORTANT
Please indicate your voting instructions on the enclosed Proxy Card, sign
and date it, and return it in the envelope provided, which needs no postage if
mailed in the United States. Your vote is very important no matter how many
shares you own. Please complete, date, sign and return your proxy promptly in
order to save the Fund any additional cost of further proxy solicitation and in
order for the Meeting to be held as scheduled.
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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
April 4, 2008
-----------------
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, New York, New York 10105, on Friday, April 4, 2008 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 February 25, 2008.
Any stockholder who owned shares of the Fund on Friday, February 15, 2008
(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.
PROPOSAL ONE
ELECTION OF DIRECTORS
At the Meeting, two Directors are nominated for election, to serve for terms
of three years, 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.
Under 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 One Directors will expire as of the Meeting, the terms of Class
Two Directors will expire as of the annual meeting of stockholders for 2009,
and the terms of Class Three Directors will expire as of the annual meeting of
stockholders for 2010. 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.
1
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.
At the Meeting, Mr. Baldomero Falcones Jaquotot and Mr. Daniel de Fernando
Garcia are each standing for election as a Director in Class One. 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 subadviser (or any of their 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.
2
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* Will Years of Including Directorships Overseen Director or
and Age Expire Service** Held, During Past 5 Years by Director Nominee
---------------------------- -------- --------- --------------------------- ----------- -------------
DISINTERESTED
DIRECTORS
Chairman of the Board
William H. Foulk, Jr., #, ## Class 4 years Registered Investment 105 None
75 Two Adviser and Independent
(2009) Consultant. He was
formerly Senior Manager of
Barrett Associates, Inc., a
registered investment
adviser, with which he had
been associated since prior
to 2003. He was formerly
Deputy Comptroller and
Chief Investment Officer of
the State of New York and,
prior thereto, Chief
Investment Officer of the
New York Bank for
Savings.
Luis Abril Perez, # Class 2 years General Manager for the 1 Sogecable
59 Three Chairman's Technical Staff S.A. and
(2010) at Telefonica S.A. Prior Endemol
thereto he was General Investment
Manager at Telefonica S.A. Holding
with various
responsibilities. He was
formerly General Manager
for Communications and
Research of Banco
Santander Central Hispano.
--------
* The address for each of the Fund's disinterested Directors is c/o
AllianceBernstein L.P., Attn: Philip L. Kirstein, 1345 Avenue of the
Americas, New York, NY 10105.
** "Years of Service" refers to the total number of months or years served as a
Director.
# 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.
3
Year Number of
Term Portfolios Other
as a in Fund Directorships
Director Principal Occupation(s), Complex Held by
Name, Address* Will Years of Including Directorships Overseen Director or
and Age Expire Service** Held, During Past 5 Years by Director Nominee
---------------- -------- --------- -------------------------- ----------- -------------
Antonio Eraso, # Class 6 years Non-executive Director of 1 Mapfre,
66 Two Mapfre, Heron, Santander Heron and
(2009) Central Hispano Activos Santender
Inmobiliarios; Advisor Central
CEO Iberdrola. President Hispano
of Heron Espana; Advisor Activos
of CB Richard Ellis (Spain Inmobiliaros
& Portugal); 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.
--------
* The address for each of the Fund's disinterested Directors is c/o
AllianceBernstein L.P., Attn: Philip L. Kirstein, 1345 Avenue of the
Americas, New York, NY 10105.
** "Years of Service" refers to the total number of months or years served as a
Director.
# Member of the Audit Committee, the Independent Directors Committee and the
Governance and Nominating Committee of the Fund.
4
Year Number of
Term Portfolios Other
as a in Fund Directorships
Director Principal Occupation(s), Complex Held by
Name, Address* Will Years of Including Directorships Overseen Director or
and Age Expire Service** Held, During Past 5 Years by Director Nominee
------------------ -------- --------- ---------------------------- ----------- -------------
Baldomero Falcones Class 2 Chief Executive Officer of 1 Union
Jaquotot, # One years Fomento de Electrica
61 (2011)+ Construcciones y Contratas Fenosa, S.A
SA and former founding
Partner and GP of Magnum
Industrial Partners (private
equity firm). Formerly,
Chairman, Mastercard
International Worldwide,
Santander Seguros and
Europay Spain. Managing
Director Banco Santander
Central Hispano and
Member of the
Management Executive
Committee (1987-2002),
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., Banif, S.A.
--------
* The address for each of the Fund's disinterested Directors is c/o
AllianceBernstein L.P., Attn: Philip L. Kirstein, 1345 Avenue of the
Americas, New York, NY 10105.
** "Years of Service" refers to the total number of months or years served as a
Director.
# Member of the Audit Committee, the Independent Directors Committee and the
Governance and Nominating 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* Will Years of Including Directorships Overseen Director or
and Age Expire Service** Held, During Past 5 Years by Director Nominee
------------------- -------- --------- ---------------------------- ----------- -------------
Inmaculada de Class 21 years President and Chief 1 The Queen
Habsburgo-Lorena, # Three Executive Officer of The Sofia Spanish
62 (2010) Queen Sofia Spanish Institute,
Institute; Trustee of Samuel Samuel H.
H. Kress Foundation; Kress
Founder and Trustee of the Foundation,
King Juan Carlos King Juan
International Center of Carlos
New York University International
Foundation; and member of Center of
the Board of World New York
Monuments Fund Espana. University
Foundation,
and World
Monuments
Fund Espana
--------
* The address for each of the Fund's disinterested Directors is c/o
AllianceBernstein L.P., Attn: Philip L. Kirstein, 1345 Avenue of the
Americas, New York, NY 10105.
** "Years of Service" refers to the total number of months or years served as a
Director.
# Member of the Audit Committee, the Independent Directors Committee and the
Governance and Nominating Committee of the Fund.
6
Year Number of
Term Portfolios Other
as a in Fund Directorships
Director Principal Occupation(s), Complex Held by
Name, Address* Will Years of Including Directorships Overseen Director or
and Age Expire Service** Held, During Past 5 Years by Director Nominee
------------------ -------- --------- --------------------------- ----------- -------------
INTERESTED
DIRECTOR ***
Daniel de Fernando Class 5 years Head of Private Banking 1 Morgan
Garcia One and Personal Banking since Gestion, S.A.
BBVA, (2011)+ January 2008 after being (Mutual Fund
Padilla, 17 Head of Asset Management Management
28006 Madrid, and Private Banking Company)
Spain BBVA from October 2002.
42 Prior to 2000 he was
associated with J.P.
Morgan for 14 years in the
following capacities:
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
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.
--------
* The address for each of the Fund's disinterested Directors is c/o
AllianceBernstein L.P., Attn: Philip L. Kirstein, 1345 Avenue of the
Americas, New York, NY 10105.
** "Years of Service" refers to the total number of months or years served as a
Director.
***"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 Bilbao-Vizcaya, S.A. (Madrid) ("BBVA"), which
executes portfolio transactions for the Fund from time to time.
+ If elected at the Meeting.
7
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 February 15, 2008 as of December 31, 2007
--------------------------------------------- -----------------------
Daniel de Fernando Garcia None None
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
Inmaculada de Habsburgo-
Lorena $10,001-$50,000 $10,001-$50,000
During the fiscal year ended November 30, 2007, the Board of Directors met 4
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 2007, the Audit Committee met 3 times.
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 Products/Mutual Funds/Closed-End). Pursuant to the charter
of the Governance and Nominating Committee, the Governance and Nominating
Committee assists the Board in carrying out its responsibilities with respect
to governance of the Fund and identifies, evaluates and selects and nominates
candidates for the Board. It also may set standards or qualifications for
Directors. The Governance and Nominating Committee may consider candidates as
Directors submitted by the Fund's current Directors, officers, investment
adviser, AllianceBernstein L.P. (the "Adviser"), stockholders and other
appropriate sources.
8
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 2007, the Governance and Nominating Committee met
one time.
The function of the Fund's Independent Directors Committee is to consider
and take action on matters that the Board or Committee believes should be
addressed in executive session of the disinterested Directors, such as review
and approval of the Advisory and Stockholder Inquiry Agency Agreements. During
the Fund's fiscal year ended in 2007, the Independent Directors Committee did
not meet. The independent Directors meet in executive session without
representatives of management present at every Board meeting. In fiscal 2007
the approval of the Advisory and Stockholder Inquiry Agency Agreements was
considered at such an executive session.
The function of the Fund's Fair Value Pricing Committee is to consider, in
advance if possible, any fair valuation decision of the Adviser's Valuation
Committee relating to a security held by the Fund made under unique or highly
unusual circumstances not previously addressed by the Valuation Committee that
would result in a change in the Fund's net asset value ("NAV") by more than
$0.01 per share. During the Fund's fiscal year ended in 2007, 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.
9
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 2007, the aggregate compensation paid to
the Directors during calendar year 2007 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 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 2007 Trustee Trustee
---------------- --------------- ----------------- ----------------- -----------------
Daniel de Fernando Garcia $ 0 $ 0 1 1
William H. Foulk, Jr. $18,240 $443,600 37 105
Luis Abril Perez $16,000 $ 12,500 1 1
Antonio Eraso $18,000 $ 14,500 1 1
Baldomero Falcones
Jaquotot $14,500 $ 14,500 1 1
Inmaculada de Habsburgo-
Lorena $18,000 $ 14,500 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 requires
the affirmative vote of a majority of the votes entitled to be cast.
10
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 of Directors will be voted for the
election of two 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 approval of the
Proposal requires an affirmative vote of the holders of a majority of the votes
entitled to be cast. An abstention will be considered present for purposes of
determining the existence of a quorum but will have the effect of a vote
against the Proposal. If any proposal, other than Proposal 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 position
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.
The Fund has engaged The Altman Group, 60 East 42nd Street, Suite 405, New
York, NY 10165, to assist in soliciting proxies for the Meeting. The Fund will
pay The Altman Group a fee of approximately $900 for its services, plus
reimbursement of out-of-pocket expenses.
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 Age First Elected) Past 5 Years
--------------------- ------------------------------ --------------------------------
Marc O. Mayer,* President Executive Vice President of the
50 (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 2003.
Robert Alster,*** Senior Vice President (11/06) Senior Vice President of the
47 Adviser**, with which he has
been associated since prior to
2003.
Liliana Dearth* Senior Vice President (6/07) Senior Vice President of the
39 Adviser**, with which she has
been associated since prior to
2003.
Philip L. Kirstein,* Senior Vice President and Senior Vice President and
62 Independent Compliance Officer Independent Compliance
(10/04) 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.
Siobhan McManus,*** Vice President Senior Vice President of the
45 (11/05) Adviser,** with which she has
been associated since prior to
2003.
12
Position(s) (Month and Year Principal Occupation During
Name, Address and Age First Elected) Past 5 Years
--------------------- ----------------------------- --------------------------------
Joseph J. Mantineo,# Treasurer and Chief Financial Senior Vice President of
48 Officer (7/06) AllianceBernstein Investor
Services, Inc. ("ABIS"),** with
which he has been associated
since prior to 2003.
Vincent S. Noto,# Controller Vice President of ABIS,** with
43 (2/96) which he has been associated
since prior to 2003.
Emilie D. Wrapp,* Secretary Senior Vice President, Assistant
52 (11/05) General Counsel and Assistant
Secretary of ABI,** with which
she has been associated since
prior to 2003.
--------
* 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., 135 W 50/th/ Street, New York,
New York 10020.
Stock Ownership
The outstanding voting shares of the Fund as of the Record Date consisted of
8,896,662 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 http://www.alliancebernstein.com (click
on US Investors & Financial Advisors/Investment Products/Mutual
Funds/Closed-End). The purposes of the Audit Committee are to (1) assist the
Board 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
13
duty to the Fund; and (2) to prepare this report. As set forth in the Audit
Committee Charter, management of the Fund is responsible for the preparation,
presentation and integrity of the Fund's financial statements, the Fund's
accounting and financial reporting principles and internal controls and
procedures designed to assure compliance with accounting standards and
applicable laws and regulations. The independent registered public accounting
firm is responsible for auditing the Fund's financial statements and expressing
an opinion as to their conformity with generally accepted accounting principles.
In the performance of its oversight function, the Audit Committee has
considered and discussed the audited financial statements with management and
the independent registered public accounting firm of the Fund. The Audit
Committee has also discussed with the independent registered public accounting
firm the matters required to be discussed by Statement on Auditing Standards
No. 61, Communication with Audit Committees, as currently in effect. The Audit
Committee has also considered whether the provision of any non-audit services
not pre-approved by the Audit Committee provided by the Fund's independent
registered public accounting firm to the Adviser and to any entity controlling,
controlled by or under common control with the Adviser that provides ongoing
services to the Fund is compatible with maintaining the independent registered
public accounting firm's independence. Finally, the Audit Committee has
received the written disclosures and the letter from the independent registered
public accounting firm required by 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
14
be included in the Fund's annual report to stockholders for the most recent
fiscal period.
Submitted by the Audit Committee of the Fund's Board of Directors
William H. Foulk, Jr. Antonio Eraso
Luis Abril Perez Baldomero Falcones Jaquotot
Inmaculada de Habsburgo-Lorena
Approval of Independent Registered Public Accounting Firm by the Board
The Audit Committee of the Fund is responsible for the appointment,
compensation, retention and oversight of the work of the Fund's independent
registered public accounting firm. In addition, the Board of the Fund approved
the independent registered public accounting firm of the Fund as required by
the 1940 Act on the date specified below. The Board of Directors of the Fund at
a meeting held on November 8, 2007 approved by the vote, cast in person, of a
majority of the Directors who are not "interested persons" of the Fund,
KPMG LLP ("KPMG"), independent registered public accounting firm to audit the
Fund's accounts for the fiscal year ending November 30, 2008.
KPMG has audited the Fund's accounts since November 16, 2006 and has
represented that it does not have any direct financial interest or any material
indirect financial interest in the Fund. Representatives of KPMG are expected
to attend the Meeting, to have the opportunity to make a statement and to
respond to appropriate questions from stockholders.
Independent Registered Public Accounting Firm's Fees
The following table sets forth the aggregate fees billed by the independent
registered public accounting firm for the Fund's last two fiscal years for
professional services rendered for: (i) the audit of the Fund's annual
financial statements included in the Fund's annual reports to stockholders;
(ii) assurance and related services that are reasonably related to the
performance of the audit of the Fund's financial statements and are not
reported under (i), which include advice and education on accounting and
auditing issues and quarterly press release reviews; (iii) tax compliance, tax
advice and tax return preparation; and (iv) aggregate non-audit services
provided to the Fund, the Fund's Adviser and entities that control, are
controlled by or under common control with the Adviser that provide ongoing
services to the Fund ("Service Affiliates"), which include conducting an annual
internal control report pursuant to Statement on Auditing Standards No. 70. No
other services were provided by the independent registered public accounting
firm to the Fund during this period.
15
All Fees for Non-Audit
Services Provided to the
Fund, the Adviser and
Audit Fees Audit Related Fees* Tax Fees Service Affiliates
---------- ------------------- -------- ------------------------
2006 $40,000 $0 $7,500 $2,149,600
2007 $41,000 $0 $7,000 $ 346,407
--------
* 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 2007 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 2007 were
$7,000 (comprising $0 of audit related fees and $7,000 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 February 25, 2008, Banco Bilbao-Vizcaya, S.A., with an address of
Plaza de San Nicholas 4, 48005 Bilbao, Spain, beneficially owned 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 ("2009 Annual Meeting of Stockholders")
must be received by the Fund by October 28, 2008 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 2009 Annual Meeting of Stockholders, a
stockholder proposal that is not otherwise includable in the proxy statement
for the 2009 Annual Meeting of Stockholders must be delivered by a stockholder
of record to the Fund no sooner than September 29, 2008 and not later than
October 28, 2008.
The persons named as proxies for the 2009 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
September 29, 2008 and not later than October 28, 2008. If the Fund receives
such timely notice, these persons will not have this authority except as
provided in the applicable rules of the Securities and Exchange Commission.
REPORTS TO STOCKHOLDERS
The Fund will furnish each person to whom this Proxy Statement is delivered
with a copy of the Fund's latest annual report to stockholders and its
subsequent semi-annual report to stockholders, if any, upon request and without
charge. To request a copy, please call AllianceBernstein Investments, Inc. at
(800) 227-4618 or write to Courtney Adams at AllianceBernstein L.P., 1345
Avenue of the Americas, New York, New York 10105.
By Order of the Board of Directors
Marc O. Mayer
President
February 25, 2008
New York, New York
17
TABLE OF CONTENTS Page
------------------------------- ----
Introduction................... 1
Proposal One Election of
Directors..................... 1
Proxy Voting and Stockholder
Meeting....................... 11
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
The Spain Fund, Inc.
--------------------------------------------------------------------------------
[LOGO]
ALLIANCEBERNSTEIN
Investments
--------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS AND
PROXY STATEMENT
February 25, 2008
002CS-61013
[PROXY CARD (VERSION SENT TO BROKERS ONLY)]
PROXY - THE SPAIN FUND, INC.
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON April
4, 2008
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE SPAIN FUND,
INC.
The undersigned stockholder of The Spain Fund, Inc., a Maryland corporation (the
"Fund"), hereby appoints Carol H. Rappa and Christina A. Morse, 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 April 4, 2008 at the
offices of the Corporation, 1345 Avenue of the Americas, New York, New York
10105, and any postponement or adjournment thereof, to cast on behalf of the
undersigned all votes that the undersigned is entitled to cast at the Annual
Meeting and otherwise to represent the undersigned with all powers possessed by
the undersigned if personally present at such Annual Meeting. The undersigned
hereby acknowledges receipt of the Notice of Annual Meeting and accompanying
Proxy Statement and revokes any proxy previously given with respect to such
Annual Meeting.
The Board of Directors knows of no reason why any of the nominees for the Board
of Directors would be unable to serve, but in the event any nominee is unable to
serve or for good cause will not serve, the proxies received indicating a vote
in favor of such nominee will be voted for a substitute nominee as the Board of
Directors may recommend.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE
UNDERSIGNED WILL BE CAST AS INSTRUCTED ON THE REVERSE SIDE HEREOF. IF THIS PROXY
IS PROPERLY EXECUTED BUT NO INSTRUCTION IS GIVEN, THE VOTES ENTITLED TO BE CAST
BY THE UNDERSIGNED WILL BE CAST "FOR" THE ELECTION OF EACH OF THE NOMINEES
REFERRED TO IN PROPOSAL ONE AS DIRECTORS 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 One nominees listed
(Terms expire 2011).
A Class One Directors (terms expire 2011)
1. Election of Directors.
Class One Nominees
01 - Baldomero Falcones Jaquotot
02 - Daniel de Fernando Garcia
|_| 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
2. To vote and otherwise represent the undersigned on any other matters that
may properly come before the Annual Meeting or any postponement or
adjournment thereof, in the discretion of the proxy holder(s).
B Authorized Signatures - This section must be completed for your vote to be
counted. - Date and Sign Below.
Please sign exactly as name(s) appear hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, corporate officer, trustee,
guardian, or custodian, please give full title.
Signature 1 - Please keep signature within the box
|__________________________|
Signature 2 - Please keep signature within the box
|__________________________|
Date (mm/dd/yyy)
|__________________________|
[PROXY CARD (VERSION SENT TO NON-BROKERS ONLY)]
PROXY - THE SPAIN FUND, INC.
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON April 4, 2008
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE SPAIN FUND,
INC.
The undersigned stockholder of The Spain Fund, Inc., a Maryland corporation (the
"Fund"), hereby appoints Carol H. Rappa and Christina A. Morse, 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 April 4, 2008 at the
offices of the Corporation, 1345 Avenue of the Americas, New York, New York
10105, and any postponement or adjournment thereof, to cast on behalf of the
undersigned all votes that the undersigned is entitled to cast at the Annual
Meeting and otherwise to represent the undersigned with all powers possessed by
the undersigned if personally present at such Annual Meeting. The undersigned
hereby acknowledges receipt of the Notice of Annual Meeting and accompanying
Proxy Statement and revokes any proxy previously given with respect to such
Annual Meeting.
The Board of Directors knows of no reason why any of the nominees for the Board
of Directors would be unable to serve, but in the event any nominee is unable to
serve or for good cause will not serve, the proxies received indicating a vote
in favor of such nominee will be voted for a substitute nominee as the Board of
Directors may recommend.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE
UNDERSIGNED WILL BE CAST AS INSTRUCTED ON THE REVERSE SIDE HEREOF. IF THIS PROXY
IS PROPERLY EXECUTED BUT NO INSTRUCTION IS GIVEN, THE VOTES ENTITLED TO BE CAST
BY THE UNDERSIGNED WILL BE CAST "FOR" THE ELECTION OF EACH OF THE NOMINEES
REFERRED TO IN PROPOSAL ONE AS DIRECTORS 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 One nominees listed
(Terms expire 2011).
A Class One Directors (terms expire 2011)
1. Election of Directors.
Class Three Nominees
01 - Baldomero Falcones Jaquotot
02 - Daniel de Fernando Garcia
|_| 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
2. To vote and otherwise represent the undersigned on any other matters that
may properly come before the annual meeting or any postponement or
adjournment thereof, in the discretion of the proxy holder(s).
B Non-Voting Items
Change of Address - Please print new address below
-------------------
Comments - Please put your comments below
-------------------
C Authorized Signatures - This section must be completed for your vote to be
counted. - Date and Sign below.
Please sign exactly as name(s) appear hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, corporate officer, trustee,
guardian, or custodian, please give full title.
Signature 1 - Please keep signature within the box
|__________________________|
Signature 2 - Please keep signature within the box
|__________________________|
Date (mm/dd/yyy)
|__________________________|
SK 00250 0031 849824