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.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(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:
--------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------------------
(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
--------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------------------------
[_] 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(SM)
Investment Research and Management
THE SPAIN FUND, INC.
--------------------------------------------------------------------------------
1345 Avenue of the Americas, New York, New York 10105
Toll Free (800) 221-5672
--------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
June 29, 2005
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, 33rd Floor, New
York, New York 10105, on Wednesday, June 29, 2005 at 11:00 a.m., for the
following purposes, which are more fully described in the accompanying Proxy
Statement dated May 20, 2005:
1. To elect three Directors of the Fund to hold office for a term of three
years, each such Director to hold office until his successor is duly elected and
qualifies; and
2. To transact such other business as may properly come before the
Meeting.
The Board of Directors has fixed the close of business on May 6, 2005 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. Each
stockholder who does not expect to attend the Meeting in person is requested to
complete, date, sign and promptly return the enclosed proxy card.
By Order of the Board of Directors,
Mark R. Manley
Secretary
New York, New York
May 20, 2005
--------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT
Please indicate your voting directions on the enclosed Proxy Card, sign
and date it, and return it in the envelope provided, which needs no postage if
mailed in the United States. Your vote is very important no matter how many
shares you own. Please mark and mail your proxy card promptly in order to save
the Fund any additional expense of further proxy solicitation and in order for
the Meeting to be held as scheduled.
--------------------------------------------------------------------------------
(SM) This registered service mark used under license from the owner.
PROXY STATEMENT
THE SPAIN FUND, INC.
1345 Avenue of the Americas
New York, New York 10105
--------------------
ANNUAL MEETING OF STOCKHOLDERS
June 29, 2005
--------------------
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, 33rd Floor, New York, New York 10105, on Wednesday, June 29, 2005
at 11:00 a.m. The solicitation will be made by mail and the cost will be borne
by the Fund. The Notice of Meeting, this Proxy Statement and the accompanying
Proxy Card are being mailed to stockholders on or about May 20, 2005.
The Board of Directors has fixed the close of business on May 6, 2005 as
the record date for the determination of stockholders entitled to notice of, and
to vote at, the Meeting and at any postponement or adjournment thereof (the
"Record Date"). The outstanding voting shares of the Fund as of the Record Date
consisted of 8,714,577 shares of common stock, each share being entitled to one
vote. All properly executed and timely received proxies will be voted at the
Meeting in accordance with the instructions marked thereon or 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
personally voting at the Meeting.
Properly executed proxies may be returned with instructions to abstain
from voting or to withhold authority to vote (an "abstention"). The shares
represented by abstentions will be considered present for purposes of
determining the existence of a quorum for the transaction of business. With
respect to Proposal One, which is a matter to be determined by an affirmative
vote of the holders of a majority of the outstanding shares of common stock of
the Fund, an abstention will have the effect of a vote against the Proposal. If
any proposal, other than Proposal 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.
1
A quorum for the Meeting will consist of the presence in person or by
proxy of the holders of a majority of the shares entitled to vote at the
Meeting. Whether or not a quorum is present at the Meeting, if sufficient votes
in favor of the position recommended by the Board of Directors on Proposal One
are not timely received, the persons named as proxies may, but are under no
obligation to, with no other notice than announcement at the Meeting, propose
and vote for one or more adjournments of the Meeting for up to 120 days after
the Record Date to permit further solicitation of proxies. Shares represented by
proxies indicating a vote contrary to the position recommended by the Board of
Directors on Proposal One will be voted against adjournment as to that proposal.
The Fund will bear the cost of this Proxy Statement. The Fund has engaged
King Mutual Fund Services, ("DF King"), 48 Wall Street, New York, New York
10005, to assist the Fund in soliciting proxies for the Meeting. The Fund will
pay DF King a fee of $900 for its services plus reimbursement of out-of-pocket
expenses.
PROPOSAL ONE
ELECTION OF DIRECTORS
At the Meeting, three Directors are proposed for election, each to serve
for terms of three years and until his successor is duly elected and qualifies.
The affirmative vote of the holders of a majority of the outstanding shares of
common stock of the Fund 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 listed below.
Pursuant to the Charter and Amended and Restated Bylaws of the Fund (the
"Bylaws"), the Board of Directors is divided into three classes. The terms of
the members of Class One will expire as of the Meeting and when their successors
are duly elected and qualify, the terms of the members of Class Two will expire
as of the annual meeting of stockholders for 2006 and when their successors are
duly elected and qualify, and the terms of the members of Class Three will
expire as of the annual meeting of stockholders for 2007 and when their
successors are duly elected and qualify. Upon expiration of the terms of office
of the members 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. Messrs. Jose Ignacio Comenge, Daniel de
Fernando Garcia and Ignacio Gomez-Acebo are currently the Directors constituting
Class One; Messrs. Antonio Eraso and William H. Foulk, Jr. are currently the
Directors constituting Class Two; and Messrs. Francisco Gomez Roldan and Juan
Manuel Sainz de Vicuna and Ms. Inmaculada de Habsburgo-Lorena are currently the
Directors constituting Class Three.
2
Under this classified Board structure, only those Directors in a single
class may be replaced in any one year. It would require two years to replace 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 and, under regulations of the Securities and
Exchange Commission (the "Commission"), appropriate stockholder proposals may be
included in the Fund's annual proxy statement. 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 and,
thus, has the effect of maintaining the continuity of management.
The Board of Directors at a meeting held on December 21, 2004, elected Mr.
Jose Ignacio Comenge to fill a vacancy created by the resignation of Mr. Norman
S. Bergel. Under the Bylaws of the Fund, Mr. Comenge must stand for election at
the Meeting, which is the first meeting of stockholders after his election as
Director by the Board of Directors. The Board of Directors has nominated each of
Messrs. Jose Ignacio Comenge, Daniel de Fernando Garcia and Ignacio Gomez-Acebo
for re-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
will be unable to serve, but in the event any nominee is unable to serve or for
good cause will not serve, the proxies received indicating a vote in favor of
such nominee will be voted for a substitute nominee as the Board of Directors
may recommend.
A provision of the Fund's Bylaws (the "Qualification Bylaw") requires,
among other things, that to be eligible for nomination as a Director, an
individual must have either (i) a substantial Spanish connection of a type
specified, or (ii) be, or previously have been, connected in a specified manner
with the investment adviser (or any of 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.
3
Certain information concerning the Fund's Directors, including the
nominees for election as Directors, is set forth below.
Year Principal Number of
Term Occupation(s), Portfolios Other
as a Including in Fund Directorships
Director Directorships Complex Held by
Name, Address and Will Years of Held, During Past Overseen Director
Date of Birth Expire Service* 5 Years by Director or Nominee
----------------------- -------- -------- ----------------- ----------- -------------
INTERESTED DIRECTORS**
Daniel de Fernando Class One 1 year Head of Asset Management 1 None
Garcia (2008##) 8 months and Private Banking BBVA
BBVA, Padilla, 17 since October 2002. Prior
28006 Madrid, Spain to 2000 he was associated
7/27/65 with J.P. Morgan for 14
years in the following
capacities: Managing
Director and Head of JP
Morgan Private Banking
Asset Management (Europe,
Africa, The Orient and
Asia) Head of JP Morgan
Private Banking Wealth
Management (Europe,
Africa and The Orient);
JPMorgan Co-Head of Asset
Management Services
Iberia, Head of
Investments and Chairman
& 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).
Ignacio Gomez-Acebo Class One 10 years He is Senior Partner of 1 Clarke, Modet
Gomez-Acebo & Pombo (2008##) Gomez-Acebo & Pombo & Co. and
Paseo de la (law firm); Chairman of NOKIA Spain
Castellana 216 12th Fl. the Board of Clarke,
28046 Madrid, Spain Modet & Co. and NOKIA
3/17/32 Spain.
--------------------------------------------------------------------------------
* "Years of Service" refers to the total number of months or years the
Director has served as a Director.
** "Interested person," as defined in the Section 2(a)(19) of the Investment
Company Act of 1940, as amended (the "Act") of the Fund because of an
affiliation with Banco Bibao-Viscaya, S.A. (Madrid) ("BBVA"), which
executes portfolio transactions for the Fund, or with a law firm that acts
as legal counsel to the Fund's investment adviser, Alliance Capital
Management L.P. (the "Adviser") from time to time.
## If re-elected at the Meeting.
4
Year Principal Number of
Term Occupation(s), Portfolios Other
as a Including in Fund Directorships
Director Directorships Complex Held by
Name, Address and Will Years of Held, During Past Overseen Director
Date of Birth Expire Service* 5 Years by Director or Nominee
----------------------- -------- -------- ----------------- ----------- -------------
DISINTERESTED DIRECTORS
Chairman of the Board Class Two 1 year He is an investment adviser 110 None
William H. Foulk, Jr., *** (2006) 4 months and an independent
2 Sound View Drive, consultant. He was formerly
Suite 100 Senior Manager of Barrett
Greenwich, Connecticut Associates, Inc., a
06830 registered investment
9/7/32 adviser, with which he
had been associated since
prior to 2000. 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.
Antonio Eraso, *** Class Two 3 years He is Non-executive 1 Mapfre, Heron
Latinver, S.A. (2006) Director of Mapfre, Heron, and Santander
Paseo de la Castellana Santander Central Hispano Central
28046 Madrid, Spain Activos Inmobiliarios, Hispano
4/22/41 Advisor CEO Iberdrola. Activos
President of Heron Inmobiliarios
Espana; Advisor of CB
Richard Ellis (Spain &
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.
--------------------------------------------------------------------------------
* "Years of Service" refers to the total number of months or years the
Director has served as a Director.
*** Member of the Audit Committee, the Governance and Nominating Committee and
the Independent Directors Committee of the Board of Directors of the Fund.
5
Year Principal Number of
Term Occupation(s), Portfolios Other
as a Including in Fund Directorships
Director Directorships Complex Held by
Name, Address and Will Years of Held, During Past Overseen Director
Date of Birth Expire Service* 5 Years by Director or Nominee
----------------------- -------- -------- ----------------- ----------- -------------
Inmaculada de Habsburgo- Class 17 years She is President and 1 The Queen
Lorena, *** Three Chief Executive Officer Sofia Spanish
Queen Sofia Spanish (2007) of The Queen Sofia Institute,
Institute Spanish Institute; Samuel H.
684 Park Avenue Trustee of Samuel H. Kress
New York, NY 10021 Kress Foundation; Founder Foundation,
7/3/45 and Trustee of the King and King
Juan Carlos International Juan Carlos
Center of New York International
University Foundation; Center of
and member of the Board New York
of World Monuments Fund University
Espana. She has received Foundation
a Master of Arts and a
Master of Philosophy
degree from Columbia
University and a Bachelor
of Arts degree from
George Washington
University.
Francisco Gomez Class 16 years He is Chief Executive 1 None
Roldan, *** Three Officer of Abbey National
Abbey National Plc. (2007) Plc. He was formerly
Abbey National House Chief Financial Officer
2 Triton Square of Santander Central
Regent's Pace Hispano since 2002. Prior
London NW1 3AN thereto he was Chief
7/16/53 Executive Officer of
Banesto S.A.; Chief
Executive Officer of
Argenteria, Caja Postal y
Banco Hipotecario; Deputy
General Manager of Banco
Bilbao-Vizcaya, S.A.,
General Manager of BBV
Interactivos, S.A.; and
General Manager of Banca
Catalana, S.A.
Jose Ignacio Comenge, *** Class 4 months Chairman and C.E.O. of 1 Colebega,
Paseo de la Castellana, 15 One Rexam Iberica, Vice Refrige,
28046, Madrid, Spain (2008##) Chairman of Casbega and Ebro-Puleva,
9/8/51 Director of Colebega, Barbosa &
Refrige, Ebro-Puleva and Almeida and
Barbosa & Almeida. Several Sicav.
President and Board
Member of Several Sicav.
Prior thereto, he was Vice
Chairman of Mutual
Madrilena Automovista
since prior to 2000.
--------------------------------------------------------------------------------
* "Years of Service" refers to the total number of months or years the
Director has served as a Director.
*** Member of the Audit Committee, the Governance and Nominating Committee and
the Independent Directors Committee of the Board of Directors of the Fund.
## If re-elected at the Meeting.
6
Year Principal Number of
Term Occupation(s), Portfolios Other
as a Including in Fund Directorships
Director Directorships Complex Held by
Name, Address and Will Years of Held, During Past Overseen Director
Date of Birth Expire Service* 5 Years by Director or Nominee
----------------------- -------- -------- ----------------- ----------- -------------
Juan Manuel Sainz Class 17 years He is Honorary Chairman 1 Fundacion
de Vicuna, *** Three of Coca-Cola Espana; Coca-Cola
Coca-Cola International (2007) President of the Fundacion Espana and
Josefa Valcarcel 36 Coca-Cola Espana, Director Rendelsur
28027 Madrid, Spain of Rendelsur and Asturbega
11/29/25 (Coca-Cola franchises,
Southern and Northern
Spain); member of the
Fundacion de Amigos de
Museo del Prado, the
Board of World Monuments
Fund Espana, and the
Patronato of Universidad
Pontificia de Salamanca.
--------------------------------------------------------------------------------
* "Years of Service" refers to the total number of months or years the
Director has served as a Director.
*** Member of the Audit Committee, the Governance and Nominating Committee and
the Independent Directors Committee of the Board of Directors of the Fund.
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.
Dollar Range of Equity Aggregate Dollar Range of Equity
Securities of the Securities in the Funds in the
Fund as of AllianceBernstein Fund Complex as of
May 6, 2005 May 6, 2005
---------------------- ------------------------------------
Antonio Eraso None None
William H. Foulk, Jr. $10,001 - $50,000 Over $100,000
Daniel de Fernando Garcia None None
Ignacio Gomez-Acebo $1 - $10,000 $1 - $10,000
Francisco Gomez Roldan None None
Inmaculada de Habsburgo-Lorena $1 - $10,000 $1 - $10,000
Jose Ignacio Comenge None None
Juan Manuel Sainz de Vicuna $10,001 - $50,000 $10,001 - $50,000
As of the Record Date, the Directors and officers of the Fund as a group
owned less than 1% of the Fund's common stock. During the Fund's most recently
completed fiscal year, the Fund's Directors as a group did not engage in the
purchase or sale of securities of the Adviser or of any of its parents or
subsidiaries in an amount exceeding 1% of the relevant class of securities.
During the fiscal year ended November 30, 2004, the Board of Directors met
seven 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.
7
The Fund's Board of Directors has three standing committees, the Audit
Committee, the Governance and Nominating Committee and the Independent Directors
Committee. The members of these committees are identified above in the table
listing Directors of the Fund. The Audit Committee is established in accordance
with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 and meets during
the fiscal year for the purposes set forth in the Audit Committee Charter. The
members of the Audit Committee are "independent" as required by the applicable
listing standards of the New York Stock Exchange. The Audit Committee met three
times during the Fund's most recently completed fiscal year and the Governance
and Nominating Committee met once during the Fund's most recently completed
fiscal year. The Independent Directors Committee was established subsequent to
the completion of the Fund's most recently completed fiscal year.
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 Investment Solutions/Mutual Funds/
Closed-End). Pursuant to the charter, the Governance and Nominating Committee
assists the Board of Directors in carrying out its responsibilities with respect
to the governance of the Fund and identifies, evaluates and selects and
nominates, or recommends to the Board of Directors, candidates for the Board. It
also may set standards or qualifications for Directors. The Governance and
Nominating Committee may consider candidates as Directors submitted by current
Directors, the Fund's investment adviser, Fund stockholders and other
appropriate sources.
The Governance and Nominating Committee will consider candidates submitted
by a stockholder or group of stockholders who have owned at least 5% of the
Fund's outstanding common stock for at least two years at the time of submission
and who timely provide specified information about the candidates and the
nominating stockholder or group. To be timely for consideration by the
Governance and Nominating Committee, the submission, including all required
information, must be submitted in writing to the attention of the Secretary at
the principal executive offices of the Fund not less than 120 calendar days
before the date of the proxy statement for the previous year's annual meeting of
stockholders. The Governance and Nominating Committee will consider only one
candidate submitted by such a stockholder or group for nomination for election
at an annual meeting of stockholders. The Governance and Nominating 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.
8
The Board of Directors has adopted a process for stockholders to send
communications to the Board. To communicate with the Board of Directors 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 of Directors or the individual Director, c/o Mr. Mark R. Manley, 1345
Avenue of the Americas, New York, New York 10105. All stockholder communications
received in accordance with this process will be forwarded to the Board of
Directors or the individual Director.
The Fund does not pay any fees to, or reimburse expenses of, its Directors
who are considered "interested persons" of the Fund. The aggregate compensation
paid by the Fund to each of the Directors during its fiscal year ended November
30, 2004, the aggregate compensation paid to each of the Directors during the
fiscal year 2004 by all of the investment companies in the AllianceBernstein
Fund Complex and the total number of investment companies in the
AllianceBernstein Fund Complex with respect to which each of the Directors
serves as a director or trustee 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
Companies in the Portfolios within the
Compensation AllianceBernstein AllianceBernstein
from the Fund Complex, Fund Complex,
AllianceBernstein including the including the
Compensation from Fund Complex, Fund, as to which Fund, as to which
the Fund during including the the Director is a the Director is a
Name of Director its Fiscal Year Fund, during 2004 Director or Trustee Director or Trustee
---------------- --------------- ----------------- ------------------- ---------------------
Antonio Eraso $13,000 $13,000 1 1
Daniel de Fernando
Garcia $0 $0 1 1
William H. Foulk, Jr. $12,602 $465,035 47 110
Ignacio Gomez-Acebo $0 $0 1 1
Francisco Gomez Roldan $11,000 $10,500 1 1
Inmaculada de
Habsburgo-Lorena $13,500 $15,000 1 1
Jose Ignacio Comenge $0 $0 1 1
Juan Manuel Sainz
de Vicuna $13,000 $12,500 1 1
The Board of Directors recommends that the stockholders vote FOR the
election of each of the foregoing nominees to serve as a Director of the Fund.
POfficer Information
9
Certain information concerning the Fund's officers is set forth below. The
Fund's officers are elected annually by the Board of Directors to serve until
his or her successor is duly elected and qualifies.
Name, Address and Position(s) - (Month and Principal Occupation
Date of Birth Year First Elected) during the past 5 years
----------------- ------------------------ -----------------------
Marc O. Mayer President (1/04) Executive Vice President of Alliance
1345 Avenue of the Americas, Capital Management Corporation ("ACMC")*
New York, NY 10105 the general partner of the Adviser since
10/2/57 2001; prior thereto, Chief Executive
Officer of Sanford C. Bernstein & Co.,
LLC and its predecessor since prior to
2000.
Edward D. Baker III Senior Vice President (5/03) Senior Vice President and Chief
Alliance Capital Management Investment Officer - Emerging Markets
International of ACMC,* with which he has been
53 Stratton Street associated since prior to 2000.
London, W1X 6JJ
2/4/51
Philip L. Kirstein Senior Vice President and Senior Vice President, Independent
1345 Avenue of the Americas, Independent Compliance Compliance Officer-Mutual Funds
New York, NY 10105 Officer (10/04) of ACMC* with which he has been
5/29/45 associated since October 2004. Prior
thereto, he was Of Counsel to
Kirkpatrick & Lockhart, LLP from
October 2003 to October 2004, and
General Counsel and First Vice
President of Merrill Lynch Investment
Managers, L.P. since prior to 2000
until March 2003.
Russell Brody Vice President (2/98) A Vice President of ACMC,* with which
Alliance Capital Management he has been associated since prior
International to 2000.
53 Stratton Street
London, W1X 6JJ
11/14/66
Cristina Fernandez-Alepuz Vice President (10/97) Vice President of Alliance Capital
Alliance Capital Management Limited ("Limited").* She is a European
International Companies Analyst, responsible for
53 Stratton Street analyzing the Spanish market and Latin
London, W1X 6JJ American banks. Prior thereto, she was
11/1/69 a securities analyst at Gerstemar
Securities and Ibersecurities in Spain
since prior to 2000.
Mark D. Gersten Treasurer and Chief Financial A Senior Vice President of Alliance
Alliance Global Investor Officer (6/88) Global Investor Services, Inc.
Services, Inc. ("AGIS")* and Vice President of
500 Plaza Drive AllianceBernstein Investment Research
Secaucus, New Jersey 07094 and Management, Inc. ("ABIRM"),* with
10/4/50 which he has been associated since
prior to 2000.
Vincent S. Noto Controller (7/97) A Vice President of AGIS,* with which
Alliance Global Investor he has been associated since prior to
Services, Inc. 2000.
500 Plaza Drive
Secaucus, New Jersey 07094
12/14/64
Mark R. Manley Secretary (12/03) Senior Vice President, Deputy General
1345 Avenue of the Americas Counsel and Chief Compliance Officer
New York, NY 10105 of ACMC,* with which he has been
10/23/62 associated since prior to
2000.
--------------------------------------------------------------------------------
* An affiliate of the Fund
10
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 Investment Solutions/Mutual Funds/Closed-End). The purposes of the
Audit Committee are to 1) assist the Board of Directors in its oversight of (i)
the integrity of the Fund's financial statements and the independent audit
thereof; (ii) the Fund's compliance with legal and regulatory requirements;
(iii) the independent registered public accounting firm's ("Accounting Firm")
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 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 Accounting Firm of the Fund. The Audit Committee has also
discussed with the independent 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 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 accountants' independence. Finally, the Audit Committee has
received the written disclosures and the letter from the independent Accounting
Firm required by Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committees, as currently in effect, and has discussed
with the Accounting Firm the Accounting Firm's independence.
The members of the 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 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
11
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 Accounting Firm is in fact
"independent."
Based upon the reports and discussions described in this report, and
subject to the limitations on the role and responsibilities of the Audit
Committee referred to above and in the Audit Committee Charter, the Audit
Committee recommended to the Board of Directors of the Fund that the audited
financial statements of the Fund be included in the Fund's annual report to
stockholders for the most recent fiscal period.
Submitted by the Audit Committee of the Fund's Board of Directors
Juan Manuel Sainz de Vicuna Antonio Eraso
Jose Ignacio Comenge William H. Foulk, Jr.
Inmaculada de Habsburgo-Lorena Francisco Gomez Roldan
Independent Accounting Firm
The Board of Directors, including a majority of the Directors who are not
"interested persons" of the Fund, as defined by the Act, at a meeting held on
November 18, 2004, selected PricewaterhouseCoopers LLP, independent Accounting
Firm, to audit the Fund's accounts for the fiscal year ending November 30, 2005.
PricewaterhouseCoopers LLP has audited the Fund's accounts since the Fund's
commencement of operations and has represented that it does not have any direct
financial interest or any material indirect financial interest in the Fund. In
reliance on Rule 32a-4 under the Act, the Fund is not seeking stockholder
ratification of the selection of PricewaterhouseCoopers LLP as independent
Accounting Firm. Representatives of PricewaterhouseCoopers LLP are expected to
attend the Meeting and to have the opportunity to make a statement and respond
to appropriate questions from stockholders.
Independent Accounting Firm's Fees
The following table sets forth the aggregate fees billed by the
independent 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, quarterly press release
reviews and preferred stock maintenance testing; (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 to the Fund during this period.
12
All Fees for Non-Audit
Services Provided to
the Fund, the Adviser
Audit Fees Audit Related Fees* Tax Fees and Service Affiliates
---------- ------------------- -------- ----------------------
2003 $60,000 $14,500 $16,500 $732,291
2004 $60,000 $10,000 $24,700 $769,802
--------------------------------------------------------------------------------
* Audit related fees include $10,000 per year for sub-custodial security
counts, paid by the Adviser.
Beginning with audit and non-audit service contracts entered into on or
after May 6, 2003, the Fund's Audit Committee policies and procedures require
the pre-approval of all audit and non-audit services provided to the Fund by the
Fund's independent accountants. The Fund's Audit Committee policies and
procedures also require pre-approval of all audit and non-audit services
provided to the Adviser and Service Affiliates to the extent that these services
are directly related to the operations or financial reporting of the Fund.
Accordingly, all of the amounts in the table for Audit Fees, Audit Related Fees
and Tax Fees for 2004 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 2004 were $34,700 (comprising $10,000
of audit related fees and $24,700 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 accountants to the
Adviser and Service Affiliates is compatible with maintaining the Accounting
Firm's independence.
INFORMATION AS TO THE FUND'S
INVESTMENT ADVISER
AND ADMINISTRATOR
The Fund's investment adviser and administrator is Alliance Capital
Management 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 to be presented at the
Meeting other than those mentioned in this Proxy Statement. Therefore, the only
other matters that may properly come before the Meeting in accordance with the
Amended and Restated Bylaws are those presented by or at the direction of the
Board of Directors. If any such matter were properly to come before the Meeting,
the shares represented by proxies will be voted with respect thereto in the
discretion of the person or persons holding the proxies.
According to information filed with the Commission, the following persons
were the beneficial owners of more than 5% of the Fund's outstanding common
stock as of the Record Date.
13
Percent of
Common Stock
Name and Address Amount of Based on Shares
of Beneficial Owner Beneficial Ownership Outstanding
------------------- -------------------- ---------------
Banco Bilbao-Vizcaya, S.A. 1,500,000 shares 17.52%
Plaza de San Nicholas 4
48005 Bilbao, Spain
SUBMISSION OF PROPOSALS FOR THE NEXT
ANNUAL MEETING OF STOCKHOLDERS
Proposals of stockholders intended for inclusion in the Fund's proxy
statement and form of proxy relating to the annual meeting of stockholders of
the Fund for 2006 (the "2006 Annual Meeting") must be received by the Fund by
January 20, 2006. The submission by a stockholder of a proposal for inclusion in
the proxy statement does not guarantee that it will be included. Stockholder
proposals are subject to certain regulations under the federal securities laws
and the Maryland General Corporation Law and must be submitted in accordance
with the Fund's Amended and Restated Bylaws. For a stockholder proposal to be
presented at that meeting, in accordance with the Fund's Amended and Restated
Bylaws, the proposal must be delivered by a stockholder of record to the
Secretary of the Fund not earlier than December 21, 2005 and not later than 5:00
p.m., Eastern Time, on January 20, 2006.
The persons named as proxies for the 2006 Annual Meeting will with respect
to proxies in effect at that meeting have discretionary authority to vote on any
matter presented for action at that meeting unless the Fund receives notice of
the matter within the period specified by the advance notice provision in the
Fund's Amended and Restated Bylaws, described above. If the Fund receives such
timely notice, these persons will not have this authority except as provided in
the applicable rules of the Commission.
14
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 at (800) 227-4618 or
write to Dennis Bowden at Alliance Capital Management L.P., 1345 Avenue of the
Americas, New York, New York 10105.
By Order of the Board of Directors,
Mark R. Manley
Secretary
May 20, 2005
New York, New York
15
(This page intentionally left blank.)
TABLE OF CONTENTS Page
--------------------------------------------------------------------------------
INTRODUCTION ........................................................... 1
PROPOSAL ONE ELECTION
OF DIRECTORS ......................................................... 2
INFORMATION AS TO THE
FUND'S INVESTMENT
ADVISER AND
ADMINISTRATOR ........................................................ 13
OTHER MATTERS .......................................................... 13
SUBMISSION OF PROPOSALS
FOR THE NEXT
ANNUAL MEETING OF
STOCKHOLDERS ......................................................... 14
The Spain Fund, Inc.
--------------------------------------------------------------------------------
[LOGO] AllianceBernstein(SM)
Investment Research and Management
--------------------------------------------------------------------------------
NOTICE OF
ANNUAL MEETING
OF STOCKHOLDERS
AND PROXY STATEMENT
May 20, 2005
PROXY THE SPAIN FUND, INC. PROXY
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON JUNE 29, 2005
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, each with full power of substitution,
to attend the Annual Meeting of Stockholders of the Fund (the "Annual Meeting")
to be held at 11:00 a.m., Eastern Time, on June 29, 2005 at the offices of the
Fund, 1345 Avenue of the Americas, 33rd Floor, New York, New York 10105, and any
postponement or adjournment thereof, to cast on behalf of the undersigned all
votes that the undersigned is entitled to cast at the Annual Meeting and
otherwise to represent the undersigned at the Annual Meeting with all powers
possessed by the undersigned if personally present at such Annual Meeting. The
undersigned hereby acknowledges receipt of the Notice of Annual Meeting and
accompanying Proxy Statement, revokes any proxy heretofore given with respect to
such Annual Meeting and hereby instructs said proxies to vote said shares as
indicated on the reverse side hereof.
The Board of Directors knows of no reason why any of the nominees for the
Board of Directors would be unable to serve, but in the event any nominee is
unable to serve or for good cause will not serve, the proxies received
indicating a vote in favor of such nominee will be voted for a substitute
nominee as the Board of Directors may recommend.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE
UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF. IF
THIS PROXY IS PROPERLY EXECUTED BUT NO INSTRUCTION IS GIVEN, THE VOTES ENTITLED
TO BE CAST BY THE UNDERSIGNED WILL BE CAST "FOR" THE ELECTION OF EACH OF THE
NOMINEES REFERRED TO IN PROPOSAL ONE AS DIRECTORS, AND IN THE DISCRETION OF THE
PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL
MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND RETURN THIS PROXY
CARD PROMPTLY IN THE ENCLOSED ENVELOPE.
Please sign this Proxy exactly as your name(s) appear(s) on the records of
the Fund. Joint owners should each sign personally. Trustees and other
representatives should indicate the capacity in which they sign, and where more
than one name appears, a majority must sign. If the stockholder is a corporation
or another entity, the signature should be that of an authorized officer who
should state his or her full title.
THE SPAIN FUND, INC.
[X] Please mark votes as in this example.
Your Board of Directors recommends a vote "FOR" the election of all Nominees.
1. Election of Directors.
Class One Directors (Terms expire 2008):
(01) Daniel de Fernando Garcia,
(02) Ignacio Gomez-Acebo,
(03) Jose Ignacio Comenge
FOR WITHELD
ALL [_] [_] FROM ALL
NOMINEES NOMINEES
[_]
---------------------------------------
For all nominees except as noted above
2. To vote and otherwise represent the undersigned on any other matter that may
properly come before the meeting or any postponement or adjournment thereof in
the discretion of the Proxy holder(s).
Please be sure to sign your name(s) exactly as it appears on this Proxy
Signature: ______________ Date:________ Signature: ___________ Date: ________
00250.0031 #572982