SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/ X / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
The Spain Fund, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ X / No fee required
/ / Fee computed on table below per Exchange Act Rule 14a6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
[LOGO]
ALLIANCEBERNSTEIN
Investments
THE SPAIN FUND, INC.
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1345 Avenue of the Americas, New York, New York 10105
Toll Free (800) 221-5672
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
April 13, 2007
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, 39th Floor,
New York, New York 10105, on Friday, April 13, 2007 at 4:00 p.m. Eastern Time,
for the following purposes, which are more fully described in the accompanying
Proxy Statement dated March 9, 2007:
1. To elect three Directors of the Fund for specified terms, each such
Director to hold office until his or her successor is duly elected and
qualifies; and
2. To transact such other business as may properly come before the Meeting.
The Board of Directors has fixed the close of business on March 2, 2007 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
March 9, 2007
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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 13, 2007
-----------------
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, 39th Floor, New York, New York 10105, on Friday, April 13, 2007
at 4:00 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 March 9, 2007.
Any stockholder who owned shares of the Fund on Friday, March 2, 2007 (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, three Directors are nominated for election, two to serve for
terms of three years, and one to serve a term of one year, and, in each case,
until his or her 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 Three Directors will expire as of the Meeting, the terms of
Class One Directors will expire as of the annual meeting of stockholders for
2008, and the terms of Class Two Directors will expire as of the annual meeting
of stockholders for 2009. 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.
The Board of Directors, at a meeting held on November 16, 2006, elected
Mr. Baldomero Falcones Jaquotot in Class One of the Fund. Mr. Falcones Jaquotot
will stand for election at the Meeting.
At the Meeting, Ms. Inmaculada de Habsburgo-Lorena and Mr. Luis Abril Perez
are each standing for election as a Director in Class Three and Mr. Baldomero
Falcones Jaquotot is 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 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, Class 3 years Investment adviser and 111 None
Jr., #, ## Two independent consultant. He
74 (2009) was formerly Senior
Manager of Barrett
Associates, Inc., a
registered investment
adviser, with which he had
been associated since prior
to 2002. 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 11 months General Manager for 1 Sogecable
58 Three Corporate Communications 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.
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 5 years Non-executive Director of 1 Mapfre,
65 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.
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 5 months Founding Partner and GP 1 Union
Jaquotot, # One of Magnum Industrial Electrica
60 (2008) Partners (private equity Fenosa, S.A
firm). Formerly Chairman,
Mastercard International
Worldwide, Santander Ch
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. Board
member Union Electrica
Fenosa, S.A. Former 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.
Inmaculada de Class 19 years President and Chief 1 The Queen
Habsburgo-Lorena, # Three Executive Officer of The Sofia Spanish
61 (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
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
-------------- -------- --------- --------------------------- ----------- -------------
INTERESTED
DIRECTOR ***
Daniel de Fernando Class 3 years Head of Asset Management 1 None
Garcia One and Private Banking BBVA
BBVA, (2008) since October 2002. Prior
Padilla, 17 to 2002 he was associated
28006 Madrid, with J.P. Morgan for 14
Spain years in the following
41 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
& CEO of Morgan Gestion,
S.A. (JPM Madrid);
Member of AMS European
Mgmt. Group, Member of
PCG Europe Management
Team, Member of JPM
Madrid Management
Committee, Equity
Portfolio Manager in the
International Investment
Group (JPMIM London),
Fixed Income Portfolio
Manager, Equity Portfolio
Manager and Director of
Morgan Gestion, S.A.
(Mutual Fund Management
Company).
-----------------
* The address for each of the Fund's Disinterested Directors is c/o Philip L.
Kirstein, AllianceBernstein L.P., 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.
# Member of the Audit Committee, the Independent Directors Committee and the
Governance and Nominating Committee of the Fund.
## Member of the Fair Value Pricing Committee of the Fund.
+ If elected at the Meeting.
6
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 March 2, 2007 as of March 2, 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, 2006, 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 2006, the Audit Committee met 4 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 Solutions/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 current Directors, the Fund's investment adviser, Fund
stockholders and other appropriate sources.
7
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 2006, the Governance and Nominating Committee met 3
times.
The function of the Fund's Independent Directors Committee is to consider
and take action on matters that the Board or Committee believes should be
addressed in executive session of the disinterested Directors, such as review
and approval of the Advisory and Stockholder Inquiry Agency Agreements. During
the Fund's fiscal year ended in 2006, the Independent Directors Committee did
not meet.
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 2006, 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.
8
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 2006, the aggregate compensation paid to
the Directors during calendar year 2006 by all of the investment companies in
the AllianceBernstein Fund Complex and the total number of investment companies
in the AllianceBernstein Fund Complex as to which the Directors are a director
or trustee and the number or investment portfolios as to which the Directors
are directors or trustees, are set forth below. Neither the Fund nor any other
investment company in the AllianceBernstein Fund Complex provides compensation
in the form of pension or retirement benefits to any of its directors or
trustees.
Number of
Number of Investment
Investment Portfolios
Companies in the within the
AllianceBernstein AllianceBernstein
Compensation Fund Complex, Fund Complex,
from the including the including the
AllianceBernstein Fund, as to Fund, as to
Compensation Fund Complex, which the which the
from the including the Director is a Director is a
Fund during Fund, during Director or Director or
Name of Director its Fiscal Year 2006 Trustee Trustee
---------------- --------------- ----------------- ----------------- -----------------
Daniel de Fernando Garcia $ 0 $ 5,500 1 1
William H. Foulk, Jr. $19,009 $434,625 42 111
Luis Abril Perez $ 3,500 $ 7,000 1 1
Antonio Eraso $11,000 $ 14,500 1 1
Baldomero Falcones
Jaquotot $ 0 $ 0 1 1
Inmaculada de Habsburgo-
Lorena $11,000 $ 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.
9
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 three Directors (Proposal One). Any stockholder may revoke that
stockholder's proxy at any time prior to the exercise thereof by giving written
notice to the Secretary of the Fund at 1345 Avenue of the Americas, New York,
New York 10105, by signing and delivering to the Secretary another proxy of a
later date or by voting in person at the Meeting.
Properly executed proxies may be returned with instructions to abstain from
voting or to withhold authority to vote (an "abstention"). The 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 positions
recommended by the Board of Directors on the proposal described in the Proxy
Statement are not timely received, the persons named as proxies may propose and
vote for one or more adjournments of the Meeting, with no other notice than
announcement at the Meeting, in order to permit further solicitation of
proxies. Shares represented by proxies indicating a vote contrary to the
position recommended by the Board of Directors on any proposal as to which the
Meeting is proposed to be adjourned will be voted against adjournment of the
Meeting.
The Fund has engaged Georgeson Shareholder, 219 Murray Hill Parkway, East
Rutherford, NJ 07073, to assist in soliciting proxies for the Meeting. The Fund
will pay Georgeson Shareholder a fee of $750 for its services, plus
reimbursement of out-of-pocket expenses.
10
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
49 (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 2002.
Robert Alster,*** Senior Vice President (11/06) Senior Vice President of the
46 Adviser**, with which he has
been associated since prior to
2002, and Director of European
Equity Research.
Edward D. Baker III,*** Senior Vice President (5/03) Senior Vice President and Chief
56 Investment Officer - Emerging
Markets of the Adviser,** with
which he has been associated
since prior to 2002.
Philip L. Kirstein,* Senior Vice President and Senior Vice President and
61 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 2002 until
March 2003.
11
Position(s) (Month and Year Principal Occupation During
Name, Address and Age First Elected) Past 5 Years
--------------------- ----------------------------- --------------------------------
Mark J. Lawrence,*** Senior Vice President Senior Vice President of
36 (11/06) AllianceBernstein Limited**,
with which he has been
associated since prior to 2002.
Siobhan McManus,*** Vice President Senior Vice President of the
44 (11/05) Adviser,** with which she has
been associated since prior to
2002.
Joseph J. Mantineo,# Treasurer and Chief Financial Senior Vice President of
47 Officer (7/06) AllianceBernstein Investor
Services, Inc. ("ABIS"),** with
which he has been associated
since prior to 2002.
Vincent S. Noto,# Controller Vice President of ABIS,** with
42 (2/96) which he has been associated
since prior to 2002.
Emilie D. Wrapp,* Secretary Senior Vice President, Assistant
51 (11/05) General Counsel and Assistant
Secretary of ABI,** with which
she has been associated since
prior to 2002.
--------
* 1345 Avenue of the Americas, New York, NY 10105.
** An affiliate of the Fund.
***AllianceBernstein International, 53 Stratton Street, London, W1X 6JJ.
# AllianceBernstein Investor Services, Inc., 500 Plaza Drive, Secaucus, New
Jersey 07094.
Stock Ownership
The outstanding voting shares of the Fund as of the Record Date consisted of
8,775,456 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 Solutions/Mutual
Funds/Closed-End). The purposes of the Audit Committee are to (1) assist the
Board of Directors
12
in its oversight of (i) the integrity of the Fund's financial statements and
the independent audit thereof; (ii) the Fund's compliance with legal and
regulatory requirements; (iii) the independent registered public accounting
firm's independence, qualifications and performance; and (iv) the Fund's
compliance with applicable laws by receiving reports from counsel who believe
they have credible evidence of a material violation of law by the Fund or by
someone owing a fiduciary or other duty to the Fund; and (2) to prepare this
report. As set forth in the Audit Committee Charter, management of the Fund is
responsible for the preparation, presentation and integrity of the Fund's
financial statements, the Fund's accounting and financial reporting principles
and internal controls and procedures designed to assure compliance with
accounting standards and applicable laws and regulations. The independent
registered public accounting firm is responsible for auditing the Fund's
financial statements and expressing an opinion as to their conformity with
generally accepted accounting principles.
In the performance of its oversight function, the Audit Committee has
considered and discussed the audited financial statements with management and
the independent registered public accounting firm of the Fund. The Audit
Committee has also discussed with the independent registered public accounting
firm the matters required to be discussed by Statement on Auditing Standards
No. 61, Communication with Audit Committees, as currently in effect. The Audit
Committee has also considered whether the provision of any non-audit services
not pre-approved by the Audit Committee provided by the Fund's independent
registered public accounting firm to the Adviser and to any entity controlling,
controlled by or under common control with the Adviser that provides ongoing
services to the Fund is compatible with maintaining the independent registered
public accounting firm's independence. Finally, the Audit Committee has
received the written disclosures and the letter from the independent registered
public accounting firm required by 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."
13
Based upon the reports and discussions described in this report, and subject
to the limitations on the role and responsibilities of the Audit Committee
referred to above and in the Audit Committee Charter, the Audit Committee
recommended to the Board of Directors of the Fund that the audited financial
statements of the Fund be included in the Fund's annual report to stockholders
for the most recent fiscal period.
Submitted by the Audit Committee of the Fund's Board of Directors
William H. Foulk, Jr.
Luis Abril Perez Antonio Eraso
Inmaculada de Baldomero Falcones
Habsburgo-Lorena Jaquotot
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 16, 2006 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, 2007.
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. For the fiscal year ending November
30, 2005, PricewaterhouseCoopers, LLC audited the Fund's accounts and
represented that it did 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.
Change of Independent Registered Public Accounting Firm
On November 16, 2006, KPMG was selected as the Fund's independent registered
public accounting firm for the 2006 fiscal year. A majority of the Fund's Board
of Directors, including a majority of the Independent Directors, approved the
appointment of KPMG. The predecessor independent registered public accounting
firm was dismissed as of November 16, 2006. The predecessor independent
registered public accounting firm's reports on the Fund's financial statements
for the year ended November 30, 2005 contained no adverse opinion or disclaimer
of opinion and were not qualified or modified as to uncertainty, audit scope,
or accounting principles. During such fiscal year and any subsequent year
period through November 16, 2006, there were no disagreements between the Fund
and the prede-
14
cessor independent registered public accounting firm on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedures, which such disagreements, if not resolved to the
satisfaction of the predecessor independent registered public accounting firm,
would have caused it to make reference to the subject matter of the
disagreement in connection with its reports on the financial statements for
such years. The Fund requested that the predecessor independent registered
public accounting firm furnish it with a letter addressed to the Securities and
Exchange Commission ("SEC") stating whether the firm agrees with the above
comments. A copy of such letter, dated January 19, 2007, was filed on
January 29, 2007 as Exhibit A to Item 77K of Form N-SAR for the period ending
November 30, 2006.
Independent Registered Public Accounting Firm's Fees
The following table sets forth the aggregate fees billed by the independent
registered public accounting firm for the Fund's last two fiscal years for
professional services rendered for: (i) the audit of the Fund's annual
financial statements included in the Fund's annual reports to stockholders;
(ii) assurance and related services that are reasonably related to the
performance of the audit of the Fund's financial statements and are not
reported under (i), which include advice and education on accounting and
auditing issues and quarterly press release reviews; (iii) tax compliance, tax
advice and tax return preparation; and (iv) aggregate non-audit services
provided to the Fund, the Fund's Adviser and entities that control, are
controlled by or under common control with the Adviser that provide ongoing
services to the Fund ("Service Affiliates"), which include conducting an annual
internal control report pursuant to Statement on Auditing Standards No. 70. No
other services were provided by the independent registered public accounting
firm to the Fund during this period.
All Fees for Non-Audit
Services Provided to the
Fund, the Adviser and
Audit Fees Audit Related Fees* Tax Fees Service Affiliates
---------- ------------------- -------- ------------------------
2005** $60,000 $10,000 $17,850 $1,144,239
2006 $40,000 $ 0 $ 7,500 $2,149,600
--------
* Audit related fees include $10,000 per year for sub-custodial security
counts, paid by the Adviser.
** Fees billed by the Fund's previous independent registered public accounting
firm, PricewaterhouseCoopers LLC.
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
15
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 2006 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 2006 were $7,500 (comprising
$0 of audit related fees and $7,500 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.
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 ("2008 Annual Meeting of Stockholders")
must be received by the Fund by November 13, 2007 for inclusion in the Fund's
proxy statement and proxy card relating to that meeting. The submission by a
stockholder of a proposal for inclusion in the proxy statement does not
guarantee that it will be included. In addition, stockholder proposals are
subject to certain requirements under the federal securities laws and the
Maryland General Corporation Law and must be submitted in accordance with the
Fund's Bylaws. To be presented at the 2008 Annual Meeting of Stockholders, a
stockholder proposal that is not otherwise includable in the proxy statement
for the 2008 Annual Meeting of Stockholders must be delivered by a stockholder
of record to the Fund no sooner than October 11, 2007 and not later than
November 13, 2007.
16
The persons named as proxies for the 2008 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 October
11, 2007 and not later than November 13, 2007. If the Fund receives such timely
notice, these persons will not have this authority except as provided in the
applicable rules of the SEC.
REPORTS TO STOCKHOLDERS
The Fund will furnish each person to whom this Proxy Statement is delivered
with a copy of the Fund's latest annual report to stockholders and its
subsequent semi-annual report to stockholders, if any, upon request and without
charge. To request a copy, please call AllianceBernstein Investments, Inc. at
(800) 227-4618 or write to Dennis Bowden 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
March 9, 2007
New York, New York
17
TABLE OF CONTENTS Page
------------------------------- ----
Introduction................... 1
Proposal One Election of
Directors..................... 1
Proxy Voting and Stockholder
Meeting....................... 10
Information as to the Fund's
Investment Adviser and
Administrator................. 16
Other Matters.................. 16
Submission of Proposals for the
Next Annual Meeting of
Stockholders.................. 16
The Spain Fund, Inc.
--------------------------------------------------------------------------------
[LOGO]
ALLIANCEBERNSTEIN
Investments
--------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS AND
PROXY STATEMENT
March 9, 2007
[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 13, 2007
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 4:00 p.m., Eastern Time, on April 13, 2007 at
the offices of the Corporation, 1345 Avenue of the Americas, 39th Floor, New
York, New York 10105, and any postponement or adjournment thereof, to cast on
behalf of the undersigned all votes that the undersigned is entitled to cast at
the Annual Meeting and otherwise to represent the undersigned 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 Three nominees listed
(Terms expire 2010) and FOR the Class One nominee listed (Term expires 2008).
A Class Three Directors (terms expire 2010)
1. Election of Directors.
Class Three Nominees
01 - Inmaculada de Habsburgo-Lorena
02 - Luis Abril Perez
Class One Nominee
03 - Baldomero Falcones Jaquotot
/ / Mark here to vote FOR all nominees
/ / Mark here to WITHHOLD vote from all nominees
/ / For all EXCEPT - To withhold a vote for one or more nominees, mark the
box to the left and the corresponding numbered box(es) to
the right. / / 01 / / 02 / / 03
2. To 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 13, 2007
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 4:00 p.m., Eastern Time, on April 13, 2007 at
the offices of the Corporation, 1345 Avenue of the Americas, 39th Floor, New
York, New York 10105, and any postponement or adjournment thereof, to cast on
behalf of the undersigned all votes that the undersigned is entitled to cast at
the Annual Meeting and otherwise to represent the undersigned 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 Three nominees listed
(Terms expire 2010) and FOR the Class One nominee listed (Term expires 2008).
A Class Three Directors (terms expire 2010)
1. Election of Directors.
Class Three Nominees
01 - Inmaculada de Habsburgo-Lorena
02 - Luis Abril Perez
Class One Nominee
03 - Baldomero Falcones Jaquotot
/ / Mark here to vote FOR all nominees
/ / Mark here to WITHHOLD vote from all nominees
/ / For all EXCEPT - To withhold a vote for one or more nominees, mark
the box to the left and the corresponding numbered box(es) to
the right. / / 01 / / 02 / / 03
2. To 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 within the box
/ /
Date (mm/dd/yyy)
/ /
SK 00250 0031 750003 v3