UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-05189
THE SPAIN FUND, INC.
(Exact name of registrant as specified in charter)
1345 Avenue of the Americas, New York, New York | 10105 | |
(Address of principal executive offices) | (Zip code) |
Joseph J. Mantineo
AllianceBernstein L.P.
1345 Avenue of the Americas
New York, New York 10105
(Name and address of agent for service)
Registrants telephone number, including area code: (800) 221-5672
Date of fiscal year end: November 30, 2008
Date of reporting period: May 31, 2008
ITEM 1. REPORTS TO STOCKHOLDERS.
SEMI-ANNUAL REPORT
The Spain Fund
May 31, 2008
Semi-Annual Report
Investment Products Offered
| Are Not FDIC Insured |
| May Lose Value |
| Are Not Bank Guaranteed |
You may obtain a description of the Funds proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernsteins web site at www.alliancebernstein.com, or go to the Securities and Exchange Commissions (the Commission) web site at www.sec.gov, or call AllianceBernstein® at (800) 227-4618.
The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Funds Forms N-Q are available on the Commissions web site at www.sec.gov. The Funds Forms N-Q may also be reviewed and copied at the Commissions Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.
AllianceBernstein Investments, Inc. is an affiliate of AllianceBernstein L.P., the manager of the AllianceBernstein funds, and is a member of FINRA.
AllianceBernstein® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.
July 17, 2008
Semi-Annual Report
This report provides managements discussion of fund performance for The Spain Fund (the Fund) for the semi-annual reporting period ended May 31, 2008. This Fund is a closed-end fund that trades under the New York Stock Exchange Symbol SNF.
Investment Objective and Policies
This closed-end Fund seeks long-term capital appreciation through investment in a portfolio of Spanish equity securities. The Fund will, under normal circumstances, invest at least 80% of its net assets in Spanish equity securities. The Fund may invest up to 35% of its total assets in fixed-income instruments issued by the Spanish government and its instrumentalities or by supranational organizations and multinational companies rated AA or better by Standard & Poors Corporation or Aa or better by Moodys Investors Service. The Fund may invest up to 25% of its total assets in unlisted securities of Spanish companies and Spanish securities which are not readily marketable. For more information regarding the Funds risks, please see A Word About Risk on page 2 and Note ERisks Involved in Investing in the Fund of the Notes to Financial Statements on page 15. The Fund currently has a managed distribution policy. For information about the managed distribution policy, see Managed Distribution Policy on page 20.
Investment Results
The table on page 3 shows the Funds performance compared to the benchmark, the Madrid Stock Exchange General Index (IGBM), for the six- and 12-month periods ended May 31, 2008.
The Fund outperformed the benchmark for the six-month period ended May 31, 2008, although the Fund and the benchmark both performed in the negative. The Funds return was driven by overweight exposure to defensive utilities and active exposure to Spanish players in the global energy sector.
The Fund outperformed the benchmark for the 12-month period ended May 31, 2008. The Funds underweight in the financial and industrial sectors contributed most positively to performance. Active exposure to defensive utilities also had a positive contribution to the Funds performance.
Market Review and Investment Strategy
During the six-month period ended May 31, 2008, the performance of both the Spanish markets and the Fund were affected by the deceleration of growth in the Spanish economy. Macro indicators related to domestic consumption and unemployment rates deteriorated during the six-month period, and significantly affected the performance of the construction, banking and consumer sectors.
During the 12-month period ended May 31, 2008, the Spanish markets were affected by interest-rate concerns and the impact of the subprime-mortgage crisis in the United States. Small cap names were especially penalized during the second half of the period as investors preference moved to more liquid and defensive names. The Funds performance was driven by its defensive portfolio strategy, emphasizing companies in defensive sectors such as utilities as well as companies with diversified geographic exposure.
THE SPAIN FUND | 1 |
HISTORICAL PERFORMANCE
An Important Note About the Value of Historical Performance
The performance shown on the following page represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. All fees and expenses related to the operation of the Fund have been deducted. Performance assumes reinvestment of distributions and does not account for taxes.
The Spain Fund Shareholder Information
The Funds NYSE trading symbol is SNF. Weekly comparative net asset value (NAV) and market price information about the Fund is published each Monday in The Wall Street Journal, each Sunday in The New York Times and each Saturday in Barrons and in other newspapers in a table called Closed End Funds. For additional shareholder information regarding this Fund, please see page 23.
Benchmark Disclosure
The unmanaged Madrid Stock Exchange General Index (IGBM) does not reflect fees and expenses associated with the active management of a mutual fund portfolio. The Madrid Stock Exchange General Index (IGBM) is a capitalization-weighted index that measures the performance of a selected number of Continuous Market (Sistema de Interconexión Bursátil EspañolSIBE) securities. The SIBE is a fully transparent order driven, electronic trading system owned by the four major Spanish Exchanges. The IGBM is the principal index for the Madrid Stock Exchange and represents the construction, financial services, communications, consumer, capital/intermediate goods, energy and market service sectors. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Fund.
A Word About Risk
Investment in The Spain Fund includes risks not associated with funds that invest primarily in U.S. issues. Substantially all of the Funds assets may be invested in Spanish securities and are subject to greater risk than would a fund with a more diversified portfolio. Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market or economic developments. In addition, because the Fund will invest in foreign currency denominated securities, fluctuations in the value of the Funds investments may be magnified by changes in foreign exchange rates. Although the Fund expects to invest primarily in listed securities of established companies, it may invest up to 25% of its total assets in unlisted securities of Spanish companies which are not readily marketable, and which may involve a high degree of business and financial risk that can result in substantial losses. Because of the absence of a trading market for these types of investments, the Fund may not be able to realize their value upon sale. In general, Spanish securities markets are less liquid and more volatile than the major securities markets in the U.S. Issuers of securities in Spain are not subject to the same degree of regulation as are U.S. issuers with respect to such matters as insider trading rules, tender offer regulation, shareholder proxy requirements and the timely disclosure of information. Spanish accounting, auditing and financial reporting standards are not equivalent to U.S. standards and less information is available to investors in Spanish securities than to investors in U.S. securities. The Spanish securities industry is subject to less governmental regulation than the securities industry in the U.S.
Shares of closed-end investment companies that invest primarily in equity securities, in particular foreign countries or geographical areas, frequently trade at a discount from net asset value. This characteristic of shares of closed-end funds is a risk separate and distinct from the risk that the Funds net asset value will decrease. It should be noted, however, that in some cases, shares of closed-end funds may trade at a premium. The Fund cannot predict whether its shares will trade at, above or below net asset value.
(Historical Performance continued on next page)
2 | THE SPAIN FUND |
Historical Performance
HISTORICAL PERFORMANCE
(continued from previous page)
THE FUND VS. ITS BENCHMARK PERIODS ENDED MAY 31, 2008 |
Returns | |||||
6 Months | 12 Months | |||||
The Spain Fund (NAV) |
-5.83% | 3.76% | ||||
Madrid Stock Exchange General Index (IGBM) |
-7.84% | 3.47% | ||||
The Funds Market Price per share on May 31, 2008, was $12.20. The Funds Net Asset Value Price per share on May 31, 2008, was $11.93. For additional Financial Highlights, please see page 18. | ||||||
See Historical Performance and Benchmark disclosures on previous page.
THE SPAIN FUND | 3 |
Historical Performance
PORTFOLIO SUMMARY
May 31, 2008 (unaudited)
PORTFOLIO STATISTICS
Net Assets ($mil): $106.3
TEN LARGEST HOLDINGS
May 31, 2008 (unaudited)
Company | U.S. $ Value | Percent of Net Assets |
||||
Telefonica SA |
$ | 18,392,523 | 17.3 | % | ||
Banco Santander Central Hispano SA |
15,537,534 | 14.6 | ||||
Banco Bilbao Vizcaya Argentaria SA |
8,411,200 | 7.9 | ||||
Iberdrola SA |
8,331,536 | 7.8 | ||||
Enagas |
5,212,192 | 4.9 | ||||
Repsol YPF SA |
5,158,143 | 4.9 | ||||
Red Electrica De Espana |
4,578,633 | 4.3 | ||||
America Movil SAB de CV Series L |
4,420,090 | 4.2 | ||||
Indra Sistemas SA |
4,307,385 | 4.1 | ||||
ACS Actividades de Construccion y Servicios SA |
3,419,193 | 3.2 | ||||
$ | 77,768,429 | 73.2 | % |
* | All data are as of May 31, 2008. The Funds sector breakdown is expressed as a percentage of total investments and may vary over time. |
Please Note: The sector classifications presented herein are based on the sector categorization methodology of the Investment Manager. These sector classifications are broadly defined. The Portfolio of Investments section of the report reflects more specific industry information and is consistent with the Funds investment restrictions.
4 | THE SPAIN FUND |
Portfolio Summary and Ten Largest Holdings
PORTFOLIO OF INVESTMENTS
May 31, 2008 (unaudited)
Company | Shares | U.S. $ Value | |||
COMMON STOCKS 98.1% |
|||||
Utilities 40.0% |
|||||
Electric & Gas Utility 22.7% |
|||||
Enagas |
164,025 | $ | 5,212,192 | ||
Energias de Portugal SA |
319,020 | 2,008,042 | |||
Iberdrola Renovables SA(a) |
248,828 | 1,783,667 | |||
Iberdrola SA |
578,428 | 8,331,536 | |||
Red Electrica de Espana |
64,724 | 4,578,633 | |||
Union Fenosa SA |
34,415 | 2,237,174 | |||
24,151,244 | |||||
Telephone Utility 17.3% |
|||||
Telefonica SA |
641,421 | 18,392,523 | |||
42,543,767 | |||||
Finance 26.0% |
|||||
Banking Money Center 22.5% |
|||||
Banco Bilbao Vizcaya Argentaria SA(b) |
377,095 | 8,411,200 | |||
Banco Santander Central Hispano SA |
744,844 | 15,537,534 | |||
23,948,734 | |||||
Insurance 1.1% |
|||||
Grupo Catalana Occidente SA |
35,380 | 1,128,722 | |||
Miscellaneous 2.4% |
|||||
Corporacion Financiera Alba |
21,105 | 1,488,718 | |||
Criteria Caixacorp SA |
154,235 | 1,059,288 | |||
2,548,006 | |||||
27,625,462 | |||||
Capital Goods 10.1% |
|||||
Engineering & Construction 10.1% |
|||||
Acciona SA |
11,426 | 3,246,886 | |||
ACS Actividades de Construccion y Servicios SA |
56,607 | 3,419,193 | |||
Obrascon Huarte Lain SA(a) |
54,653 | 2,232,266 | |||
Tecnicas Reunidas SA |
22,236 | 1,861,056 | |||
10,759,401 | |||||
Energy 7.8% |
|||||
International 4.9% |
|||||
Repsol YPF SA |
124,745 | 5,158,143 | |||
Miscellaneous 2.9% |
|||||
Gamesa Corp. Tecnologica SA |
60,472 | 3,130,339 | |||
8,288,482 | |||||
Consumer Services 4.2% |
|||||
Cellular Communications 4.2% |
|||||
America Movil SAB de CV Series L |
1,482,900 | 4,420,090 | |||
Technology 4.1% |
|||||
Computer Services 4.1% |
|||||
Indra Sistemas SA |
157,822 | 4,307,385 | |||
THE SPAIN FUND | 5 |
Portfolio of Investments
Company | Shares | U.S. $ Value | |||
Health Care 3.6% |
|||||
Medical Services 1.5% |
|||||
Clinica Baviera SA |
74,389 | $ | 1,555,710 | ||
Miscellaneous 2.1% |
|||||
Grifols SA |
78,904 | 2,266,473 | |||
3,822,183 | |||||
Basic Industry 1.8% |
|||||
Mining & Metals 1.8% |
|||||
Tubacex SA |
169,689 | 1,929,952 | |||
Consumer Staples 0.5% |
|||||
Food 0.5% |
|||||
Ebro Puleva SA |
27,000 | 543,481 | |||
Total Investments 98.1% |
104,240,203 | ||||
Other assets less liabilities 1.9% |
2,033,345 | ||||
Net Assets 100.0% |
$ | 106,273,548 | |||
(a) | Non-income producing security. |
(b) | Security represents investments in an affiliate. (see Note B). |
See notes to financial statements.
6 | THE SPAIN FUND |
Portfolio of Investments
FINANCIAL ACCOUNTING STANDARDS NO. 157
May 31, 2008 (unaudited)
The Fund adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, Fair Value Measurements (FAS 157), effective December 1, 2007. In accordance with FAS 157, fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. FAS 157 also establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Funds own assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.
| Level 1quoted prices in active markets for identical investments |
| Level 2other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.) |
| Level 3significant unobservable inputs (including the Funds own assumptions in determining the fair value of investments) |
The following table summarizes the valuation of the Funds investments by the above fair value hierarchy levels as of May 31, 2008:
Level |
Investments in Securities |
Other Financial Instruments* |
||||||
Level 1 |
$ | 4,420,090 | $ | 0 | | |||
Level 2 |
99,820,113 | 0 | | |||||
Level 3 |
0 | | 0 | | ||||
Total |
$ | 104,240,203 | $ | 0 | | |||
* | Other financial instruments are derivative instruments not reflected in the Portfolio of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument. |
Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:
Investments in Securities |
Other Financial Instruments |
|||||||
Balance as of 11/30/2007 |
$ | 0 | | $ | 0 | | ||
Accrued discounts/premiums |
0 | | 0 | | ||||
Realized gain (loss) |
0 | | 0 | * | ||||
Change in unrealized appreciation/depreciation |
0 | | 0 | | ||||
Net purchases (sales) |
0 | | 0 | | ||||
Net transfers in and/or out of Level 3 |
0 | | 0 | | ||||
Balance as of 5/31/08 |
$ | 0 | | $ | 0 | | ||
Net change in unrealized appreciation/depreciation from Investments still held as of 5/31/08 |
$ | 0 | | $ | 0 | | ||
* | The realized gain (loss) recognized during the period ended 5/31/08 for other financial instruments was $0. |
THE SPAIN FUND | 7 |
Financial Accounting Standards No. 157
STATEMENT OF ASSETS & LIABILITIES
May 31, 2008 (unaudited)
Assets | ||||
Investments in securities, at value |
||||
Unaffiliated issuers (cost $60,102,412) |
$ | 95,829,003 | ||
Affiliated issuers (cost $1,935,721) |
8,411,200 | |||
Cash |
182,638 | |||
Foreign cash, at value (cost $3,678,407) |
3,684,709 | |||
Dividends receivable |
29,735 | |||
Total assets |
108,137,285 | |||
Liabilities | ||||
Payable for investment securities purchased |
1,499,159 | |||
Legal fee payable |
98,310 | |||
Management fee payable |
83,344 | |||
Accrued expenses |
182,924 | |||
Total liabilities |
1,863,737 | |||
Net Assets |
$ | 106,273,548 | ||
Composition of Net Assets | ||||
Capital stock, at par |
$ | 89,057 | ||
Additional paid-in capital |
55,425,651 | |||
Distributions in excess of net investment income |
(5,186,570 | ) | ||
Accumulated net realized gain on investment and foreign currency transactions |
13,732,917 | |||
Net unrealized appreciation of investments and foreign currency denominated assets and liabilities |
42,212,493 | |||
$ | 106,273,548 | |||
Net Asset Value Per Share100 million shares of capital stock authorized, $.01 par value | |||
(based on 8,905,700 shares outstanding) | $ | 11.93 | |
See notes to financial statements.
8 | THE SPAIN FUND |
Statement of Assets & Liabilities
STATEMENT OF OPERATIONS
Six Months Ended May 31, 2008 (unaudited)
Investment Income | |||||||
Dividendsunaffiliated issuers |
|||||||
(net of foreign taxes withheld of $210,735) |
$ | 1,177,784 | |||||
Dividendsaffiliated issuers |
|||||||
(net of foreign taxes withheld of $32,682) |
185,197 | ||||||
Interest |
37,031 | $ | 1,400,012 | ||||
Expenses | |||||||
Management fee (see Note B) |
427,209 | ||||||
Custodian |
87,057 | ||||||
Legal |
77,674 | ||||||
Printing |
42,699 | ||||||
Directors fees |
33,406 | ||||||
Audit |
28,617 | ||||||
Transfer agency |
22,779 | ||||||
Registration fees |
11,909 | ||||||
Miscellaneous |
15,431 | ||||||
Total expenses |
746,781 | ||||||
Net investment income |
653,231 | ||||||
Realized and Unrealized Gain (Loss) on Investment and Foreign Currency Transactions | |||||||
Net realized gain on: |
|||||||
Investment transactionsunaffiliated issuers |
9,417,419 | ||||||
Investment transactionsaffiliated issuers |
1,358,669 | ||||||
Foreign currency transactions |
498,131 | ||||||
Net change in unrealized |
|||||||
Investments |
(17,610,563 | ) | |||||
Foreign currency denominated assets and liabilities |
(127,485 | ) | |||||
Net loss on investment and foreign currency transactions |
(6,463,829 | ) | |||||
Net Decrease in Net Assets from Operations | $ | (5,810,598 | ) | ||||
See notes to financial statements.
THE SPAIN FUND | 9 |
Statement of Operations
STATEMENT OF CHANGES IN NET ASSETS
Six Months Ended May 31, 2008 (unaudited) |
Year Ended November 30, 2007 |
|||||||
Increase (Decrease) in Net Assets from Operations | ||||||||
Net investment income |
$ | 653,231 | $ | 1,302,594 | ||||
Net realized gain on investments and foreign currency transactions |
11,274,219 | 23,899,935 | ||||||
Net change in unrealized appreciation/depreciation of investment and foreign currency denominated assets and liabilities |
(17,738,048 | ) | 6,868,242 | |||||
Net increase (decrease) in net assets from operations |
(5,810,598 | ) | 32,070,771 | |||||
Dividends and Distributions to Shareholders from: | ||||||||
Net investment income |
(5,839,801 | ) | (9,058,705 | ) | ||||
Net realized gain on investment and foreign currency transactions |
(19,045,399 | ) | (4,079,693 | ) | ||||
Capital Stock Transactions | ||||||||
Net increase |
1,288,778 | 643,607 | ||||||
Total increase (decrease) |
(29,407,020 | ) | 19,575,980 | |||||
Net Assets | ||||||||
Beginning of period |
135,680,568 | 116,104,588 | ||||||
End of period (including distributions in excess of net investment income and undistributed net investment income of $(5,186,570) and $ 0 , respectively.) |
$ | 106,273,548 | $ | 135,680,568 | ||||
See notes to financial statements.
10 | THE SPAIN FUND |
Statement of Changes in Net Assets
NOTES TO FINANCIAL STATEMENTS
May 31, 2008 (unaudited)
NOTE A
Significant Accounting Policies
The Spain Fund, Inc. (the Fund) was incorporated in the State of Maryland on June 30, 1987 as a non-diversified, closed-end management investment company. The financial statements have been prepared in conformity with U.S. generally accepted accounting principles, which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Fund.
1. Security Valuation
Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at fair value as determined in accordance with procedures established by and under the general supervision of the Funds Board of Directors.
In general, the market value of securities which are readily available and deemed reliable are determined as follows. Securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (NASDAQ)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the mean of the closing bid and asked prices on such day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed put or call options are valued at the last sale price. If there has been no sale on that day, such securities will be valued at the closing bid prices on that day; open futures contracts and options thereon are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; securities traded in the over-the-counter market, (OTC) are valued at the mean of the current bid and asked prices as reported by the National Quotation Bureau or other comparable sources; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, AllianceBernstein L.P. (the Investment Manager) may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security; and
THE SPAIN FUND | 11 |
Notes to Financial Statements
OTC and other derivatives are valued on the basis of a quoted bid price or spread from a major broker/dealer in such security.
Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuers financial statements or other available documents. In addition, the Fund may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Fund values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Fund may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.
2. Currency Translation
Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and asked prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.
Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Funds books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation and depreciation of investments and foreign currency denominated assets and liabilities.
The exchange rate for the Euro at May 31, 2008 was .64 EUR to U.S. $1.00.
3. Taxes
It is the Funds policy to meet the requirements of the U.S. Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Fund may be subject to taxes imposed by countries in which it invests. Such
12 | THE SPAIN FUND |
Notes to Financial Statements
taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned. Withholding taxes on foreign interest and dividends have been provided for in accordance with the Spanish tax rates.
4. Investment Income and Investment Transactions
Dividend income is recorded on the ex-dividend date or as soon as the Fund is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date securities are purchased or sold. Realized gains and losses from security and currency transactions are calculated on the identified cost basis. The Fund amortizes premiums and accretes discounts as adjustments to interest income.
5. Dividends and Distributions
Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gain distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. generally accepted accounting principles. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.
The Fund currently has a managed distribution policy under which the Fund distributes to its shareholders an amount equal to 2.5% of its total net assets at the beginning of each of the first three quarters of the calendar year. With respect to the fourth quarter, an amount equal to at least 2.5% of the total net assets at the beginning of the quarter is distributed to shareholders.
NOTE B
Management Fee and Other Transactions with Affiliates
Under the terms of the Investment Management and Administration Agreement, the Fund pays the Investment Manager an annual rate of 0.85% on the first $50 million, 0.75% on the next $50 million, and 0.65% in excess of $100 million, of the Funds average weekly net assets. Such fee is accrued daily and paid monthly.
Brokerage commissions paid on investment transactions for the six months ended May 31, 2008, amounted to $58,804, of which none was paid to Banco Bilbao Vizcaya Argentaria, Sanford C. Bernstein Co., LLC or Sanford C. Bernstein Limited, affiliates of the Investment Manager.
Banco Bilbao Vizcaya Argentaria (BBVA), serves as subcustodian of the Fund. Fees paid to the subcustodian are payable by the custodian from its fee. For the six months ended May 31, 2008, the Fund earned $37,031 of interest income on cash balances maintained at the subcustodian. As of May 31, 2008, BBVA owned approximately 17% of the Funds outstanding shares of Common Stock
THE SPAIN FUND | 13 |
Notes to Financial Statements
and was therefore an affiliated person as defined under the Investment Company Act of 1940.
Under the terms of a Shareholder Inquiry Agency Agreement with AllianceBernstein Investor Services, Inc. (ABIS) a wholly-owned subsidiary of the Investment Manager, the Fund reimburses ABIS for costs relating to servicing phone inquiries for the Fund. There were no amounts reimbursed to ABIS for the six months ended May 31, 2008.
NOTE C
Investment Transactions
Purchases and sales of investment securities (excluding short-term investments) for the six months ended May 31, 2008, were as follows:
Purchases | Sales | |||||
Investment securities (excluding |
$ | 25,120,064 | $ | 45,411,530 | ||
U.S. government securities |
0 | 0 |
The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation (excluding foreign currency transactions) are as follows:
Gross unrealized appreciation |
$ | 42,768,789 | ||
Gross unrealized depreciation |
(566,719 | ) | ||
Net unrealized appreciation |
$ | 42,202,070 | ||
Forward Currency Exchange Contracts
The Fund may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sales commitments denominated in foreign currencies and for investment purposes. A forward currency exchange contract is a commitment to purchase or sell a foreign currency on a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions.
Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation or depreciation by the Fund.
The Funds custodian will place and maintain cash not available for investment or other liquid assets in a separate account of the Fund having a value at least equal to the aggregate amount of the Funds commitments under forward currency exchange contracts entered into with respect to position hedges.
14 | THE SPAIN FUND |
Notes to Financial Statements
Risks may arise from the potential inability of the counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. The face or contract amount, in U.S. dollars reflects the total exposure the Fund has in that particular currency contract.
NOTE D
Capital Stock
During the six months ended May 31, 2008, the Fund issued 96,420 shares, in connection with the Funds dividend reinvestment plan.
NOTE E
Risks Involved in Investing in the Fund
Foreign Securities Risk Investing in securities of foreign companies or foreign governments involves special risks which include the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.
Investment in the Funds shares requires consideration of certain factors that are not typically associated with investments in U.S. equity securities such as currency fluctuations, potential price volatility, lower liquidity and concentration of the Spanish equities market and limitations on the concentration of investment in the equity of securities of companies in certain industry sectors. The possibility of political and economic instability of government supervision and regulation of the market may further affect the Funds investments.
Indemnification Risk In the ordinary course of business, the Fund enters into contracts that contain a variety of indemnifications. The Funds maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote.
NOTE F
Distributions to Shareholders
The tax character of distributions to be paid for the fiscal year ending November 30, 2008 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended November 30, 2007 and November 30, 2006 were as follows:
2007 | 2006 | |||||
Distributions paid from: |
||||||
Ordinary income |
$ | 5,345,033 | $ | 1,081,077 | ||
Long-term capital gains |
7,793,365 | 8,205,696 | ||||
Total taxable distributions |
13,138,398 | 9,286,773 | ||||
Total distributions paid |
$ | 13,138,398 | $ | 9,286,773 | ||
THE SPAIN FUND | 15 |
Notes to Financial Statements
As of November 30, 2007, the components of accumulated earnings/(deficit) on a tax basis were as follows:
Undistributed ordinary income |
$ | 5,731,474 | ||
Undistributed long-term capital gains |
16,403,747 | |||
Unrealized appreciation/(depreciation) |
59,319,416 | (a) | ||
Total accumulated earnings/(deficit) |
$ | 81,454,637 | ||
(a) |
The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales. |
NOTE G
Legal Proceedings
As has been previously reported, the staff of the U.S. Securities and Exchange Commission (SEC) and the Office of the New York Attorney General (NYAG) have been investigating practices in the mutual fund industry identified as market timing and late trading of mutual fund shares. Certain other regulatory authorities have also been conducting investigations into these practices within the industry and have requested that the Investment Manager provide information to them. The Investment Manager has been cooperating and will continue to cooperate with all of these authorities. The shares of the Fund are not redeemable by the Fund, but are traded on an exchange at prices established by the market. Accordingly, the Fund and its shareholders are not subject to the market timing and late trading practices that are the subject of the investigations mentioned above or the lawsuits described below.
Numerous lawsuits have been filed against the Investment Manager and certain other defendants in which plaintiffs make claims purportedly based on or related to the same practices that are the subject of the SEC and NYAG investigations referred to above. The lawsuits are now pending in the United States District Court for the District of Maryland pursuant to a ruling by the Judicial Panel on Multidistrict Litigation transferring and centralizing all of the mutual funds involving market and late trading in the District of Maryland.
The Investment Manager believes that these matters are not likely to have a material adverse effect on the Fund or the Investment Managers ability to perform advisory services relating to the Fund.
NOTE H
Recent Accounting Pronouncements
On July 13, 2006, the Financial Accounting Standards Board (FASB) released FASB Interpretation No. 48 Accounting for Uncertainty in Income Taxes (FIN 48). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing a funds tax returns to determine whether the tax positions are more-likely-than-not of being sustained by the applicable tax authority. Tax
16 | THE SPAIN FUND |
Notes to Financial Statements
positions not deemed to meet the more-likely-than-not threshold would be recorded in the current period. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006 and is to be applied to all open tax years as of the effective date. On May 31, 2008, the Fund implemented FIN 48 which supplements FASB 109, Accounting for Income Taxes. Management has analyzed the Funds tax positions taken on federal income tax returns for all open tax years (tax years ended November 30, 2004-2006) for purposes of implementing FIN 48, and has concluded that no provision for income tax is required in the Funds financial statements.
On March 19, 2008, Financial Accounting Standards Board released Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (FAS 161). FAS 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. The application of FAS 161 is required for fiscal years beginning after November 15, 2008 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 161 and believes the adoption of FAS 161 will have no material impact on its financial statements.
THE SPAIN FUND | 17 |
Notes to Financial Statements
FINANCIAL HIGHLIGHTS
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
Six Months (unaudited) |
Year Ended November 30, | |||||||||||||||||||||||
2007 | 2006 | 2005 | 2004 | 2003 | ||||||||||||||||||||
Net asset value, beginning of period |
$ 15.40 | $ 13.24 | $ 10.12 | $ 10.09 | $ 8.41 | $ 6.81 | ||||||||||||||||||
Income From Investment Operations |
||||||||||||||||||||||||
Net investment income(a) |
.07 | .15 | .12 | .14 | .04 | (b) | .01 | |||||||||||||||||
Net realized and unrealized gain (loss) on investment and foreign currency transactions |
(.72 | ) | 3.51 | 4.06 | .87 | 2.51 | 2.22 | |||||||||||||||||
Net increase (decrease) in net asset value from operations |
(.65 | ) | 3.66 | 4.18 | 1.01 | 2.55 | 2.23 | |||||||||||||||||
Less: Dividends and Distributions |
||||||||||||||||||||||||
Dividends from net investment income |
|
(.66 |
) |
(1.03 | ) | (.12 | ) | (.14 | ) | (.04 | ) | (.05 | ) | |||||||||||
Distributions from net realized gain on investment and foreign currency transactions |
|
(2.16 |
) |
(.47 | ) | (.94 | ) | (.84 | ) | (.83 | ) | 0 | | |||||||||||
Tax return of capital |
0 | | 0 | | 0 | | 0 | | 0 | | (.58 | ) | ||||||||||||
Total dividends and distributions |
(2.82 | ) | (1.50 | ) | (1.06 | ) | (.98 | ) | (.87 | ) | (.63 | ) | ||||||||||||
Net asset value, end of period |
$ 11.93 | $ 15.40 | $ 13.24 | $ 10.12 | $ 10.09 | $ 8.41 | ||||||||||||||||||
Market value, end of period |
$ 12.20 | $ 15.24 | $ 14.70 | $ 12.43 | $ 12.50 | $ 9.57 | ||||||||||||||||||
Premium/(Discount) |
2.26 | % | (1.04 | )% | 11.03 | % | 22.83 | % | 23.89 | % | 13.79 | % | ||||||||||||
Total Return |
||||||||||||||||||||||||
Total investment return based on(c): |
||||||||||||||||||||||||
Market value |
(2.69 | )% | 14.22 | % | 29.05 | % | 7.95 | % | 42.04 | % | 49.25 | % | ||||||||||||
Net asset value |
(5.83 | )% | 28.15 | % | 42.76 | % | 8.88 | % | 30.47 | % | 34.24 | % | ||||||||||||
Ratios/Supplemental Data |
||||||||||||||||||||||||
Net assets, end of period |
$ | 106,274 | $ | 135,681 | $ | 116,105 | $ | 88,399 | $ | 87,799 | $ | 72,817 | ||||||||||||
Ratio to average net assets of: |
||||||||||||||||||||||||
Expenses, net of waivers |
1.38 | %(d) | 1.25 | % | 1.56 | % | 1.65 | % | 1.95 | % | 2.19 | % | ||||||||||||
Expenses, before waivers |
1.38 | %(d) | 1.25 | % | 1.56 | % | 1.65 | % | 2.01 | % | 2.19 | % | ||||||||||||
Net investment income |
1.21 | %(d) | 1.05 | % | 1.12 | % | 1.37 | % | .41 | %(b) | .11 | % | ||||||||||||
Portfolio turnover rate |
24 | % | 72 | % | 56 | % | 22 | % | 27 | % | 26 | % |
See footnote summary on page 19.
18 | THE SPAIN FUND |
Financial Highlights
(a) | Based on average shares outstanding. |
(b) | Net of waivers by the Investment Manager. |
(c) | Total investment return is calculated assuming a purchase of common stock on the opening of the first day and a sale on the closing of the last business day of each period reported. Dividends and distributions, if any, are assumed for purposes of this calculation, to be reinvested at prices obtained under the Funds Dividend Reinvestment and Cash Purchase Plan. Generally, total investment return based on net asset value will be higher than total investment return based on market value in periods where there is an increase in the discount or a decrease in the premium of the market value to the net asset value from the beginning to the end of such years. Conversely, total investment return based on net asset value will be lower than total investment return based on market value in periods where there is a decrease in the discount or an increase in the premium of the market value to the net asset value from the beginning to the end of such years. Total investment return calculated for a period of less than one year is not annualized. |
(d) | Annualized. |
THE SPAIN FUND | 19 |
Financial Highlights
ADDITIONAL INFORMATION
(unaudited)
Managed Distribution Policy
The Fund currently has a managed distribution policy under which the Fund distributes to its shareholders an amount equal to 2.5% of its total net assets at the beginning of each of the first three quarters of the calendar year. With respect to the fourth quarter, an amount equal to at least 2.5% of the total net assets at the beginning of the quarter is distributed to shareholders.
If distributions under the managed distribution policy exceed the Funds aggregate net investment income and net realized capital gains with respect to a given year, the difference will generally constitute a return of capital to shareholders. A return of capital may occur when some or all of the money a shareholder invested in the Fund is returned to the shareholder. A return of capital does not necessarily reflect the Funds performance and should not be confused with yield or income.
Shareholders should not draw any conclusions about the Funds performance from the amount of the Funds distributions or from the terms of the Funds managed distribution policy.
The managed distribution policy is monitored by the Investment Manager and the Funds Board of Directors. The Fund is not required to maintain a managed distribution policy and the Board of Directors may modify or terminate such policy at any time.
20 | THE SPAIN FUND |
Additional Information
BOARD OF DIRECTORS
William H. Foulk, Jr.(1), Chairman
Luis Abril Perez(1)
Daniel de Fernando Garcia
Inmaculada de Habsburgo-Lorena(1)
Antonio Eraso(1)
Baldomero Falcones Jaquotot(1)
OFFICERS
Marc O. Mayer, President
Robert Alster, Senior Vice President
Liliana Dearth(2), Senior Vice President
Philip L. Kirstein, Senior Vice President and Independent Compliance Officer
Siobhan McManus, Vice President
Emilie D. Wrapp, Secretary
Joseph J. Mantineo, Treasurer and Chief Financial Officer
Vincent S. Noto, Controller
Custodian and Accounting Agent Brown Brothers Harriman & Co. 40 Water Street Boston, MA 02109
Legal Counsel Seward & Kissel LLP One Battery Park Plaza New York, NY10004 |
Independent Registered Public Accounting Firm KPMG LLP 345 Park Avenue New York, NY 10154
Dividend Paying Agent, Transfer Agent and Registrar Computershare Trust Company N.A. P.O. Box 43010 Providence, RI 02940-3010 |
(1) | Member of the Audit Committee, the Independent Directors Committee and the Governance and Nominating Committee. Mr. Foulk is the sole member of the Fair Value Pricing Committee. |
(2) | Ms. Dearth is the person primarily responsible for the day-to-day management of the Funds investment portfolio. |
Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940 that the Fund may purchase at market prices from time-to-time shares of its common stock on the open market. |
This report, including the financial statements therein is transmitted to the shareholders of The Spain Fund for their information. This is not a prospectus, circular or representation intended for use in the purchase of shares of the Fund or any securities mentioned in this report. |
Annual CertificationsAs required, on April 28, 2008, the Fund submitted to the New York Stock Exchange ("NYSE") the annual certification of the Funds Chief Executive Officer certifying that he is not aware of any violation of the NYSEs Corporate Governance listing standards. The Fund also has included the certifications of the Funds Chief Executive Officer and Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002 as exhibits to the Funds Form N-CSR filed with the Securities and Exchange Commission for the period. |
THE SPAIN FUND | 21 |
Board of Directors
SUPPLEMENTAL PROXY INFORMATION
(unaudited)
The Annual Meeting of Stockholders of The Spain Fund, Inc. (the Fund) was held on April 4, 2008.
A description of the proposal and number of shares voted at the meeting are as follows:
Voted For | Abstain/ Authority Withheld | |||
To elect two Directors for a term of three years and until his successor is duly elected and qualifies. |
||||
Class One (term expires 2011) | ||||
Baldomero Falcones Jacquotot |
6,414,380 | 139,445 | ||
Daniel de Fernando Garcia |
6,415,789 | 138,036 |
22 | THE SPAIN FUND |
Supplemental Proxy Information
SUMMARY OF GENERAL INFORMATION
THE SPAIN FUND | 23 |
Summary of General Information
THIS PAGE IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS
ALLIANCEBERNSTEIN FAMILY OF FUNDS
Retirement Strategies Funds
2000 Retirement Strategy |
2020 Retirement Strategy |
2040 Retirement Strategy | ||
2005 Retirement Strategy |
2025 Retirement Strategy |
2045 Retirement Strategy | ||
2010 Retirement Strategy |
2030 Retirement Strategy |
2050 Retirement Strategy | ||
2015 Retirement Strategy |
2035 Retirement Strategy |
2055 Retirement Strategy |
We also offer Exchange Reserves,** which serves as the money market fund exchange vehicle for the AllianceBernstein mutual funds.
You should consider the investment objectives, risks, charges and expenses of any AllianceBernstein fund/portfolio carefully before investing. For free copies of our prospectuses, which contain this and other information, visit us online at www.alliancebernstein.com or contact your financial advisor. Please read the prospectus carefully before investing.
* | Prior to November 5, 2007, Diversified Yield Fund was named Global Strategic Income Trust and Global Bond Fund was named Global Government Income Trust. Prior to January 28, 2008, High Income Fund was named Emerging Market Debt Fund. |
** | An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund. |
24 | THE SPAIN FUND |
AllianceBernstein Family of Funds
Privacy Notice (This information is not part of the Shareholder Report.)
AllianceBernstein L.P., the AllianceBernstein Family of Funds and AllianceBernstein Investments, Inc. (collectively, AllianceBernstein or we) understand the importance of maintaining the confidentiality of our clients nonpublic personal information. Nonpublic personal information is personally identifiable financial information about our clients who are natural persons. To provide financial products and services to our clients, we may collect information about clients from sources, including: (1) account documentation, including applications or other forms, which may contain information such as a clients name, address, phone number, social security number, assets, income, and other household information, (2) clients transactions with us and others, such as account balances and transactions history, and (3) information from visitors to our websites provided through online forms, site visitorship data, and online information collecting devices known as cookies.
It is our policy not to disclose nonpublic personal information about our clients (or former clients) except to our affiliates, or to others as permitted or required by law. From time to time, AllianceBernstein may disclose nonpublic personal information that we collect about our clients (or former clients), as described above, to non-affiliated third parties, including those that perform processing or servicing functions and those that provide marketing services for us or on our behalf under a joint marketing agreement that requires the third party provider to adhere to AllianceBernsteins privacy policy. We have policies and procedures to safeguard nonpublic personal information about our clients (and former clients) that include restricting access to such nonpublic personal information and maintaining physical, electronic and procedural safeguards, that comply with applicable standards, to safeguard such nonpublic personal information.
THE SPAIN FUND
1345 Avenue of the Americas
New York, NY 10105
800.221.5672
SPAIN-0152-0508 |
ITEM 2. CODE OF ETHICS.
Not applicable when filing a semi-annual report to shareholders.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable when filing a semi-annual report to shareholders.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable when filing a semi-annual report to shareholders.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable when filing a semi-annual report to shareholders.
ITEM 6. SCHEDULE OF INVESTMENTS.
Please see Schedule of Investments contained in the Report to Shareholders included under Item 1 of this Form N-CSR.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable when filing a semi-annual report to shareholders.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable when filing a semi-annual report to shareholders.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
There have been no purchases of equity securities by the Fund or by affiliated parties for the reporting period.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There have been no material changes to the procedures by which shareholders may recommend nominees to the Funds Board of Directors since the Fund last provided disclosure in response to this item.
ITEM 11. CONTROLS AND PROCEDURES.
(a) The registrants principal executive officer and principal financial officer have concluded that the registrants disclosure controls and procedures (as defined in Rule 30a-2(c) under the Investment Company Act of 1940, as amended) are effective at the reasonable assurance level based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this document.
(b) There were no changes in the registrants internal controls over financial reporting that occurred during the second fiscal quarter of the period that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting.
ITEM 12. EXHIBITS.
The following exhibits are attached to this Form N-CSR:
EXHIBIT NO. |
DESCRIPTION OF EXHIBIT | |
12 (b) (1) | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
12 (b) (2) | Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
12 (c) | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant): The Spain Fund, Inc. | ||||
By: | /s/ Marc O. Mayer |
|||
Marc O. Mayer | ||||
President | ||||
Date: | July 30, 2008 | |||
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. | ||||
By: | /s/ Marc O. Mayer |
|||
Marc O. Mayer | ||||
President | ||||
Date: | July 30, 2008 | |||
By: | /s/ Joseph J. Mantineo |
|||
Joseph J. Mantineo | ||||
Treasurer and Chief Financial Officer | ||||
Date: | July 30, 2008 |