Ibero-America Fund Inc – ‘DEF 14A’ for 11/8/10

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Definitive Proxy Solicitation Material   —   Schedule 14A
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Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Definitive Proxy Solicitation Material                27    119K 

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DEF 14A
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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 Ibero-America 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
filing fee is calculated and state how it was determined):          
--------------------------------------------------------------------------------
(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:                                       

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THE IBERO-AMERICA FUND, INC.  

1345 Avenue of the Americas 
New York, New York 10105  
Toll Free (888) 904-7579  

Notice of Annual Meeting of Stockholders  
November 8, 2010  

To the Stockholders of The Ibero-America Fund, Inc.:                            

Notice is hereby given that the Annual Meeting of Stockholders (the "Meeting")  
of The Ibero-America Fund, Inc., a Maryland corporation (the "Fund"), will be   
held at the offices of the Fund, 1345 Avenue of the Americas, 41st Floor, New   
York, New York 10105, on Monday, November 8, 2010 at 3:30 p.m. Eastern Time,    
for the following purposes, all of which are more fully described in the        
accompanying Proxy Statement dated September 27, 2010:                          

1. To elect two 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.

Any stockholder of record of the Fund at the close of business on September 20, 
2010 is 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.                                                             

By Order of the Board of Directors,                                             

Emilie D. Wrapp                                                                 
Secretary                                                                       

New York, New York                                                              
September 27, 2010                                                              

--------------------------------------------------------------------------------
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. You may also, by telephone or through the          
Internet, authorize proxies to cast your vote. To do so, please follow the      
instructions on the enclosed Proxy Card. 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.              

--------------------------------------------------------------------------------

AllianceBernstein(R) and the AB Logo are registered trademarks and service      
marks used by permission of the owner, AllianceBernstein L.P.                   

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TABLE OF CONTENTS                                                               

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                                                                     PAGE
                                                                     ----
                                                                         

Introduction........................................................   1 

Proposal One: Election of Directors.................................   2 

Proxy Voting and Stockholder Meeting................................  13 

Other Information...................................................  15 

Information as to the Fund's Investment Adviser and Administrator...  19 

Other Matters.......................................................  19 

Submission of Proposals for the Next Annual Meeting of Stockholders.  19 

Reports to Stockholders.............................................  20 

Appendix A: Letter from Independent Registered Accounting Firm...... A-1 

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PROXY STATEMENT 

THE IBERO-AMERICA FUND, INC.  
1345 Avenue of the Americas 
New York, New York 10105  

----------------- 

Annual Meeting of Stockholders  

November 8, 2010  

----------------- 

Introduction  

This Proxy Statement is furnished in connection with the solicitation of        
proxies on behalf of the Board of Directors (the "Board") of The Ibero-America  
Fund, Inc., a Maryland corporation (the "Fund"), to be voted at the Annual      
Meeting of Stockholders of the Fund (the "Meeting"), to be held at the offices  
of the Fund, 1345 Avenue of the Americas, New York, New York 10105, on Monday,  
November 8, 2010 at 3:30 p.m. Eastern Time. The solicitation will be by mail    
and the cost will be borne by the Fund. The Notice of Meeting, Proxy Statement  
and Proxy Card are being mailed to stockholders on or about September 27, 2010. 

Any stockholder who owned shares of the Fund at the close of business on        
Monday, September 20, 2010 (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.                                                           

Important Notice Regarding Availability of Proxy Materials for the              
Stockholders' Meeting to be held on Monday, November 8, 2010. This Proxy        
Statement is available on the Internet at                                       
www.alliancebernstein.com/abfundsproxy.                                         

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PROPOSAL ONE                                                                    
ELECTION OF DIRECTORS                                                           

At the Meeting, two Directors are nominated for election, to serve for terms of 
three years, until their successors are duly elected and qualify. 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 each of the    
nominees.                                                                       

Under the Charter and Amended and Restated Bylaws of the Fund (the "Bylaws"),   
the Board 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 2011, and the terms of      
Class Two Directors will expire as of the annual meeting of stockholders for    
2012. Upon expiration of the terms of the Directors of each class as set forth  
above, the terms of their successors in that class will continue until the end  
of their terms and until their successors are duly elected and qualify.         

Under this classified Board structure, only those Directors in a single class   
are required to be elected at the annual meeting of stockholders. It would      
require two years of annual meeting elections to change a majority of the       
Board, although Maryland law provides that stockholders may remove Directors    
under certain circumstances, even if they are not then standing for             
re-election. This classified Board structure, which may be regarded as an       
"anti-takeover" provision, may make it more difficult for the Fund's            
stockholders to change the majority of Directors of the Fund and, thus, has the 
effect of maintaining the continuity of management.                             

At the Meeting, Mr. Luis Abril Perez and Ms. Inmaculada de Habsburgo-Lorena are 
each standing for election as a Director in Class Three. Each nominee has       
consented to serve as a Director. The Board knows of no reason why any of the   
nominees for the Board will be unable to serve, but in the event any nominee is 
unable to serve or for good cause will not serve, the proxies received          
indicating a vote in favor of such nominee will be voted for such substitute    
nominee as the Board 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   
(other than the Chairman) must either (i) have a substantial Spanish connection 
of a type specified or (ii) be, or previously have been, connected in a         
specified manner with the Fund's investment adviser or subadviser (or any of    
their affiliates). The Fund currently does not employ a subadviser. The         
Governance and Nominating Committee of the Board 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                             

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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.           

Certain information concerning the Fund's Directors, including the nominees for 
election as Directors, is set forth below.                                      

                                                        [Enlarge/Download Table]

                                                                                                    OTHER PUBLIC 
                              YEAR                                                NUMBER OF         COMPANY      
                              TERM                                                PORTFOLIOS IN     DIRECTORSHIPS
                              AS A                                                ALLIANCEBERNSTEIN HELD BY      
                              DIRECTOR            PRINCIPAL OCCUPATION(S),        FUND COMPLEX      DIRECTOR     
NAME, ADDRESS*                WILL      YEARS OF  DURING PAST                     OVERSEEN BY       DURING THE   
AND AGE                       EXPIRE    SERVICE** 5 YEARS OR LONGER               DIRECTOR          PAST 5 YEARS 
----------------------------- --------- --------- ------------------------------- ----------------- -------------
                                                                                                                 
INDEPENDENT                                                                                                      
DIRECTORS                                                                                                        
Chairman of the Board                                                                                            
William H. Foulk, Jr., #, ##  Class         6     Investment Adviser and an              96             None     
78                            Two                 Independent Consultant                                         
                              (2012)              since prior to 2005.                                           
                                                  Previously, he was Senior                                      
                                                  Manager of Barrett                                             
                                                  Associates, Inc., a registered                                 
                                                  investment adviser. 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.                                     
                                                  He has served as a director                                    
                                                  or trustee of various                                          
                                                  AllianceBernstein Funds                                        
                                                  since 1983 and has been                                        
                                                  Chairman of the                                                
                                                  AllianceBernstein Funds and                                    
                                                  of the Independent                                             
                                                  Directors Committee of such                                    
                                                  Funds since 2003.                                              

Luis Abril Perez, #           Class         4     General Manager for the                 1             None     
62                            Three               Chairman's Technical Staff at                                  
                              (2013) +            Telefonica S.A. and member                                     
                                                  of the Executive Committee.                                    
                                                  Prior thereto, he was                                          
                                                  Chairman of Telefonica                                         
                                                  Media Group. Formerly,                                         
                                                  General Manager of                                             
                                                  Corporate Marketing, Media                                     
                                                  and Content and Corporate                                      
                                                  Communications. He was                                         
                                                  previously a director of                                       
                                                  Sogecable S.A. (pay TV) and                                    
                                                  Chairman of the Supervisory                                    
                                                  Board of Endemol S.A.                                          
                                                  (TV production).                                               

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                                                                                        OTHER PUBLIC 
                  YEAR                                                NUMBER OF         COMPANY      
                  TERM                                                PORTFOLIOS IN     DIRECTORSHIPS
                  AS A                                                ALLIANCEBERNSTEIN HELD BY      
                  DIRECTOR            PRINCIPAL OCCUPATION(S),        FUND COMPLEX      DIRECTOR     
NAME, ADDRESS*    WILL      YEARS OF  DURING PAST                     OVERSEEN BY       DURING THE   
AND AGE           EXPIRE    SERVICE** 5 YEARS OR LONGER               DIRECTOR          PAST 5 YEARS 
----------------- --------  --------- ------------------------------- ----------------- -------------
                                                                                                     
Antonio Eraso, #  Class         8     President of Heron Espana               1             None     
69                Two                 (real estate); Advisor to                                      
                  (2012)              President, Northern & Shell                                    
                                      (press group) since 2007;                                      
                                      Director of Grupo                                              
                                      Immobiliaria Chamartin                                         
                                      (property development) since                                   
                                      2007; Director of Grupo                                        
                                      Freedom Finance S.A.                                           
                                      (consumer and mortgage                                         
                                      finance) since 2007; Director                                  
                                      of Berge Finance (consumer                                     
                                      finance) since 2007; Advisor                                   
                                      to President of Grupo Berge                                    
                                      (maritime, logistics, car                                      
                                      imports and distribution);                                     
                                      Director of Mapfre                                             
                                      International S. A.                                            
                                      (insurance) and various                                        
                                      Mapfre affiliates since 2006;                                  
                                      Director of McCann Ericsson                                    
                                      Spain (advertising); director                                  
                                      of Albinana Films S.A. (film                                   
                                      distribution); Director of                                     
                                      Grupo Kia (Portugal) (car                                      
                                      distribution); Advisory                                        
                                      Director of Burson Marsteller                                  
                                      S.A. (public relations);                                       
                                      President of Italtel S.A.                                      
                                      (producer and supplier of                                      
                                      electronics); Director of                                      
                                      Chrysler Portugal; Spanish                                     
                                      Advisor to Kohn Pederson                                       
                                      Fox (international                                             
                                      architecture); Director of                                     
                                      Transolver Financier                                           
                                      (finance); Director of Equifax                                 
                                      ASNEF Solvencia S.A. (risk                                     
                                      evaluation) and various other                                  
                                      companies. He is also a                                        
                                      former director or advisor to                                  
                                      a number of companies, and                                     
                                      is Advisor CEO Iberdrola.                                      
                                      Advisor of CB Richard Ellis                                    
                                      (Spain and Portugal);                                          
                                      Member of the National                                         
                                      Assembly and Permanent                                         
                                      Commission of ASNEF                                            
                                      (National Association of                                       
                                      Financial Entities); Spanish                                   
                                      Representative of EURO-                                        
                                      FINAS (European Association                                    
                                      of Finance).                                                   

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                                                                                           OTHER PUBLIC 
                    YEAR                                                 NUMBER OF         COMPANY      
                    TERM                                                 PORTFOLIOS IN     DIRECTORSHIPS
                    AS A                                                 ALLIANCEBERNSTEIN HELD BY      
                    DIRECTOR            PRINCIPAL OCCUPATION(S),         FUND COMPLEX      DIRECTOR     
NAME, ADDRESS*      WILL      YEARS OF  DURING PAST                      OVERSEEN BY       DURING THE   
AND AGE             EXPIRE    SERVICE** 5 YEARS OR LONGER                DIRECTOR          PAST 5 YEARS 
------------------- --------  --------- -------------------------------- ----------------- -------------
                                                                                                        
Baldomero Falcones  Class         4     Chairman and Chief                       1             None     
Jaquotot, #         One                 Executive Officer of Fomento                                    
64                  (2011)              de Construcciones y                                             
                                        Contratas SA (since 2008)                                       
                                        and formerly founding                                           
                                        Partner and GP of Magnum                                        
                                        Industrial Partners (private                                    
                                        equity firm) (2006-2007).                                       
                                        Formerly, Chairman,                                             
                                        Mastercard International                                        
                                        Worldwide (2002-2006),                                          
                                        Santander Seguros (2002-                                        
                                        2006) and Europay Spain;                                        
                                        Managing Director, Banco                                        
                                        Santander Central Hispano                                       
                                        and Member of the                                               
                                        Management Executive                                            
                                        Committee; Chairman, Bank                                       
                                        Urquijo Limited London UK,                                      
                                        Hispano Americano                                               
                                        Sociedade do Investimento                                       
                                        Lisboa, Banco Urquijo Chile,                                    
                                        Banco Hispano Americano                                         
                                        Benelux, Brussels, Fiat                                         
                                        Finance, S.A., Madrid;                                          
                                        Executive Vice Chairman                                         
                                        and CEO, Corporacion                                            
                                        Financiera Hispamer; CEO,                                       
                                        Banco Hispano Industrial                                        
                                        Investment Bank. Former                                         
                                        Board member, Union                                             
                                        Electrica Fenosa S.A.; Board                                    
                                        Member, RWE Espana, S.A.,                                       
                                        Mastercard Europe, CESCE,                                       
                                        Cia de Segurose, S.A., C.H.                                     
                                        Generalli Seguros, S.A., La                                     
                                        Estrella, S.A., and Banif, S.A.                                 

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                                                                                                   OTHER PUBLIC 
                              YEAR                                               NUMBER OF         COMPANY      
                              TERM                                               PORTFOLIOS IN     DIRECTORSHIPS
                              AS A                                               ALLIANCEBERNSTEIN HELD BY      
                              DIRECTOR            PRINCIPAL OCCUPATION(S),       FUND COMPLEX      DIRECTOR     
NAME, ADDRESS*                WILL      YEARS OF  DURING PAST                    OVERSEEN BY       DURING THE   
AND AGE                       EXPIRE    SERVICE** 5 YEARS OR LONGER              DIRECTOR          PAST 5 YEARS 
----------------------------- --------  --------- ------------------------------ ----------------- -------------
                                                                                                                
Daniel de Fernando Garcia, #  Class         7     Managing Partner of Mdf                1             None     
45                            One                 Achievers (wealth                                             
                              (2011)              management) as of March                                       
                                                  2009. Consultant and                                          
                                                  formerly, Head of Private                                     
                                                  Banking and Personal                                          
                                                  Banking (prior to March                                       
                                                  2008) after being Head of                                     
                                                  Asset Management and                                          
                                                  Private Banking Banco                                         
                                                  Bilbao Vizcaya Argentaria                                     
                                                  ("BBVA") since October                                        
                                                  2002. Prior to 2002 he was                                    
                                                  associated with J.P. Morgan                                   
                                                  for 14 years in the following                                 
                                                  capacities: Managing                                          
                                                  Director and Head of J.P.                                     
                                                  Morgan Private Banking                                        
                                                  Asset Management (Europe,                                     
                                                  Africa, The Orient and Asia);                                 
                                                  Head of J.P. Morgan Private                                   
                                                  Banking Wealth                                                
                                                  Management (Europe, Africa                                    
                                                  and The Orient); J.P. Morgan                                  
                                                  Co-Head of Asset                                              
                                                  Management Services Iberia,                                   
                                                  Head of Investments and                                       
                                                  Chairman and CEO of                                           
                                                  Morgan Gestion, S.A. (JPM                                     
                                                  Madrid); Member of AMS                                        
                                                  European Mgmt. Group,                                         
                                                  Member of PCG Europe                                          
                                                  Management Team,                                              
                                                  Member of JPM Madrid                                          
                                                  Management Committee,                                         
                                                  Equity Portfolio Manager in                                   
                                                  the International Investment                                  
                                                  Group (JPMIM London),                                         
                                                  Fixed Income Portfolio                                        
                                                  Manager, Equity Portfolio                                     
                                                  Manager and Director of                                       
                                                  Altitude Investments                                          
                                                  Limited, Proxima Alfa                                         
                                                  Investments, S.A., BBVA                                       
                                                  Pensiones, S.A., EGFP,                                        
                                                  Gestion de Prevision y                                        
                                                  Pensiones, S.A., EGFP, BBVA                                   
                                                  Gestion, S.A. SGIIC. He is                                    
                                                  also an Independent Director                                  
                                                  of various European funds                                     
                                                  advised by Schroder                                           
                                                  Investment Management.                                        

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                                                                                                OTHER PUBLIC 
                         YEAR                                                 NUMBER OF         COMPANY      
                         TERM                                                 PORTFOLIOS IN     DIRECTORSHIPS
                         AS A                                                 ALLIANCEBERNSTEIN HELD BY      
                         DIRECTOR            PRINCIPAL OCCUPATION(S),         FUND COMPLEX      DIRECTOR     
NAME, ADDRESS*           WILL      YEARS OF  DURING PAST                      OVERSEEN BY       DURING THE   
AND AGE                  EXPIRE    SERVICE** 5 YEARS OR LONGER                DIRECTOR          PAST 5 YEARS 
------------------------ --------- --------- -------------------------------- ----------------- -------------
                                                                                                             
Inmaculada de Habsburgo- Class        23     President and Chief Executive            1             None     
Lorena, #                Three               Officer of The Queen Sofia                                      
65                       (2013) +            Spanish Institute; Founder of                                   
                                             the King Juan Carlos                                            
                                             International Center of New                                     
                                             York University Foundation,                                     
                                             and Director of World                                           
                                             Monuments Fund Espana.                                          
INTERESTED                                                                                                   
DIRECTOR                                                                                                     
Robert M. Keith, ***     Class         1     Senior Vice President of the             6             None     
50                       Two                 Adviser**** and the head                                        
                         (2012)              of AllianceBernstein                                            
                                             Investments, Inc. ("ABI")****                                   
                                             since July 2008; Director of                                    
                                             ABI and President of the                                        
                                             AllianceBernstein Mutual                                        
                                             Funds. Previously, he served                                    
                                             as Executive Managing                                           
                                             Director of ABI from                                            
                                             December 2006 to June                                           
                                             2008. Prior to joining ABI in                                   
                                             2006, he was Executive                                          
                                             Managing Director of                                            
                                             Bernstein Global Wealth                                         
                                             Management, and prior                                           
                                             thereto, Senior Managing                                        
                                             Director and Global Head of                                     
                                             Client Service and Sales of the                                 
                                             Adviser's institutional                                         
                                             investment management                                           
                                             business since 2004. Prior                                      
                                             thereto, he was a Managing                                      
                                             Director and Head of North                                      
                                             American Client Service and                                     
                                             Sales in the Adviser's                                          
                                             institutional investment                                        
                                             management business, with                                       
                                             which he has been associated                                    
                                             since prior to 2004.                                            

---------------------                                                           
*  The address for each of the Fund's Independent Directors is c/o              
AllianceBernstein L.P., Attn: Philip L. Kirstein, 1345 Avenue of the      
Americas, New York, NY 10105.                                             
** "Years of Service" refers to the total number of months or years served as a 
Director.                                                                 
***Mr. Keith is an "interested person," as defined in Section 2(a)(19) of the   
Investment Company Act of 1940 (the "1940 Act"), of the Fund due to his   
position as Senior Vice President of the Fund's investment adviser,       
AllianceBernstein L.P. (the "Adviser").                                   
****An affiliate of the Fund.                                                   
#  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.                                                   

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The dollar range of the Fund's securities owned by each Director or nominee and 
the aggregate dollar range of securities owned in the AllianceBernstein Fund    
Complex are set forth below.                                                    

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                                                                  AGGREGATE DOLLAR 
                                                                   RANGE OF EQUITY 
                                                                  SECURITIES IN THE
                                                                    FUNDS IN THE   
                                                                  ALLIANCEBERNSTEIN
                                DOLLAR RANGE OF EQUITY SECURITIES   FUND COMPLEX   
                                           IN THE FUND              AS OF AUGUST   
                                      AS OF AUGUST 31, 2010           31, 2010     
                                --------------------------------- -----------------
                                                                                   

INDEPENDENT DIRECTORS                                                              
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       
Daniel de Fernando Garcia                     None                      None       
Inmaculada de Habsburgo-Lorena           $10,001-$50,000           $10,001-$50,000 
INTERESTED DIRECTOR                                                                
Robert M. Keith                               None                   Over $100,000 

The business and affairs of the Fund are managed under the direction of the     
Fund's Board. Directors who are not "interested persons" of the Fund as defined 
in the 1940 Act, are referred to as "Independent Directors", and Directors who  
are "interested persons" of the Fund are referred to as "Interested Directors". 
Certain information concerning the Fund's governance structure and each         
Director is set forth below.                                                    

Experience, Skills, Attributes, and Qualifications of the Fund's Directors. The 
Governance and Nominating Committee of the Fund's Board, which is composed of   
Independent Directors, reviews the experience, qualifications, attributes and   
skills of potential candidates for nomination or election by the Board, and     
conducts a similar review in connection with the proposed nomination of current 
Directors for re-election by stockholders at any annual or special meeting of   
stockholders. In evaluating a candidate for nomination or election as a         
Director, the Governance and Nominating Committee takes into account the        
contribution that the candidate would be expected to make to the diverse mix of 
experience, qualifications, attributes and skills that the Governance and       
Nominating Committee believes contributes to good governance for the Fund.      
Additional information concerning the Governance and Nominating Committee's     
consideration of nominees appears in the description of the Committee below.    

The Fund's Board believes that, collectively, the Directors have balanced and   
diverse experience, qualifications, attributes, and skills, which allow the     
Board to operate effectively in governing the Fund and protecting the interests 
of stockholders. The Board of the Fund has concluded that, based on each        
Director's experience, qualifications, attributes or skills on an individual    
basis and in combination with those of the other Directors, each Director is    
qualified and should continue to serve as such.                                 

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In determining that a particular Director was and continues to be qualified to  
serve as a Director, the Board has considered a variety of criteria, none of    
which, in isolation, was controlling. In addition, the Board has taken into     
account the actual service and commitment of each Director during his or her    
tenure (including the Director's commitment and participation in Board and      
committee meetings, as well as his or her current and prior leadership of       
standing and ad hoc committees) in concluding that each should continue to      
serve. Additional information about the specific experience, skills, attributes 
and qualifications of each Director, which in each case led to the Board's      
conclusion that the Director should serve (or continue to serve) as trustee or  
director of the Fund, is provided in the table above and in the next paragraph. 

Among other attributes and qualifications common to all Directors are their     
ability to review critically, evaluate, question and discuss information        
provided to them (including information requested by the Directors), to         
interact effectively with the Adviser, other service providers, counsel and the 
Fund's independent registered public accounting firm, and to exercise effective 
business judgment in the performance of their duties as Directors. In addition  
to his or her service as a Director of the Fund and (in the case of Messrs.     
Foulk and Keith) other AllianceBernstein Funds as noted in the table above:     
Mr. Foulk has experience in the investment advisory and securities businesses,  
including as Deputy Controller and Chief Investment Officer of the State of New 
York (where his responsibilities included bond issuance, cash management and    
oversight of the New York Common Retirement Fund), has served as Chairman of    
the AllianceBernstein Funds and of the Independent Directors Committee since    
2003, and is active in a number of mutual fund related organizations and        
committees; Mr. Abril has executive management experience at one of the world's 
largest telecommunications companies and experience as chairman and a director  
of other companies; Mr. Eraso has executive management and advisory experience  
in the real estate and finance industries; Mr. Falcones Jaquotot has executive  
management and directorship experience in a variety of industries including     
banking and investments, and has served as the Chairman of a number of boards;  
Mr. de Fernando Garcia has experience as an executive in the asset management   
industry and as a director of unaffiliated funds; Ms. de Habsburgo-Lorena has   
experience as an executive officer and as a director; and Mr. Keith has         
experience as an executive of the Adviser with responsibility for, among other  
things, the AllianceBernstein Mutual Funds. The disclosure herein of a          
director's experience, qualifications, attributes and skills does not impose on 
such director any duties, obligations, or liability that are greater than the   
duties, obligation, and liability imposed on such director as a member of the   
Board and any committee thereof in the absence of such experience,              
qualifications, attributes and skills.                                          

Board Structure and Oversight Function. The Fund's Board is responsible for     
oversight of the Fund. The Fund has engaged the Adviser to manage the Fund on a 
day-to-day basis. The Board is responsible for overseeing the Adviser and the   
Fund's other service providers in the operations of the Fund in accordance with 
the Fund's investment objective and policies and otherwise in accordance with   
its prospectus, the requirements of the 1940 Act and other applicable Federal,  
state and other securities and                                                  

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other laws, and the Fund's charter and bylaws. The Board meets in-person at     
regularly scheduled meetings four times throughout the year. In addition, the   
Directors may meet in-person or by telephone at special meetings or on an       
informal basis at other times. The Independent Directors also regularly meet    
without the presence of any representatives of management. As described below,  
the Board has established four standing committees - the Audit, Governance and  
Nominating, Independent Directors, and Fair Valuation Committees - and may      
establish ad hoc committees or working groups from time to time, to assist the  
Board in fulfilling its oversight responsibilities. Each committee is composed  
exclusively of Independent Directors. The responsibilities of each committee,   
including its oversight responsibilities, are described further below. The      
Independent Directors have also engaged independent legal counsel, and may from 
time to time engage consultants and other advisors, to assist them in           
performing their oversight responsibilities.                                    

An Independent Director serves as Chairman of the Board. The Chairman's duties  
include setting the agenda for the Board meeting in consultation with           
management, presiding at the Board meeting, meeting with management between     
Board meetings, and facilitating communication and coordination between the     
Independent Directors and management. The Directors have determined that the    
Board's leadership by an Independent Director and its committees composed       
exclusively of Independent Directors is appropriate because they believe it     
sets the proper tone to the relationships between the Fund, on the one hand,    
and the Adviser and other service providers, on the other, and facilitates the  
exercise of the Board's independent judgment in evaluating and managing the     
relationships. In addition, the Fund is required to have an Independent         
Director as Chairman pursuant to certain 2003 regulatory settlements involving  
the Adviser.                                                                    

Risk Oversight. The Fund is subject to a number of risks, including investment, 
compliance and operational risks. Day-to-day risk management with respect to    
the Fund resides with the Adviser or other service providers (depending on the  
nature of the risk), subject to supervision by the Adviser. The Board has       
charged the Adviser and its affiliates with (i) identifying events or           
circumstances, the occurrence of which could have demonstrable and material     
adverse effects on the Fund; (ii) to the extent appropriate, reasonable or      
practicable, implementing processes and controls reasonably designed to lessen  
the possibility that such events or circumstances occur or to mitigate the      
effects of such events or circumstances if they do occur; and (iii) creating    
and maintaining a system designed to evaluate continuously, and to revise as    
appropriate, the processes and controls described in (i) and (ii) above.        

Risk oversight forms part of the Board's general oversight of the Fund's        
investment program and operations and is addressed as part of various regular   
Board and committee activities. The Fund's investment management and business   
affairs are carried out by or through the Adviser and other service providers.  
Each of these persons has an independent interest in risk management but the    
policies and the methods by which one or more risk management functions are     
carried out may differ from the Fund's and each other's in the setting of       
priorities, the resources available or the effectiveness                        

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of relevant controls. Oversight of risk management is provided by the Board and 
the Audit Committee. The Directors regularly receive reports from, among        
others, management (including the Global Heads of Investment Risk and Trading   
Risk of the Adviser), the Fund's Senior Officer (who is also the Fund's chief   
compliance officer), its independent registered public accounting firm,         
counsel, and internal auditors for the Adviser, as appropriate, regarding risks 
faced by the Fund and the Adviser's risk management programs.                   

Not all risks that may affect the Fund can be identified, nor can controls be   
developed to eliminate or mitigate their occurrence or effects. It may not be   
practical or cost-effective to eliminate or mitigate certain risks, the         
processes and controls employed to address certain risks may be limited in      
their effectiveness, and some risks are simply beyond the reasonable control of 
the Fund or the Adviser, its affiliates or other service providers. Moreover,   
it is necessary to bear certain risks (such as investment-related risks) to     
achieve the Fund's goals. As a result of the foregoing and other factors, the   
Fund's ability to manage risk is subject to substantial limitations.            

During the fiscal year ended November 30, 2009, the Board met four 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 Board 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 2009, the Audit Committee met three times.                 

The Board has adopted a charter for its Governance and Nominating Committee,    
which is available at www.alliancebernstein.com (click on AllianceBernstein     
Mutual Fund Investors then US then Investment Products/Mutual Funds). Pursuant  
to the charter of the Governance and Nominating Committee, the 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. The Committee may also set standards or               
qualifications for Directors and reviews at least annually the performance of   
each Director, taking into account factors such as attendance at meetings,      
adherence to Board policies, preparation for and participation at meetings,     
commitment and contribution to the overall work of the Board and its            
committees, and whether there are health or other reasons that might affect the 
Director's ability to perform his or her duties. The Committee may consider     
candidates as Directors submitted by the Fund's current Board members,          
officers, investment adviser, stockholders (subject to the following paragraph) 
and other appropriate sources.                                                  

The Governance and Nominating Committee will consider candidates submitted by a 
stockholder or group of stockholders who have beneficially owned at least 5% of 
the                                                                             

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Fund's outstanding common stock or shares of beneficial interest for at least   
two years prior to 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 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 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 an Independent Director. When assessing a     
candidate for nomination, the Committee considers whether the individual's      
background, skills, and experience will complement the background, skills, and  
experience of other nominees and will contribute to the diversity of the Board. 
During the Fund's fiscal year ended in 2009, the Governance and Nominating      
Committee met three 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 Shareholder Inquiry Agency Agreements. During the  
Fund's fiscal year ended in 2009, the Independent Directors Committee met two   
times. The Independent Directors meet in executive session without              
representatives of management present at every Board meeting. In fiscal 2009,   
the approval of the Advisory and Shareholder Inquiry Agency Agreements was      
considered at such an executive session.                                        

The function of the Fund's Fair Value Pricing Committee is to consider, in      
advance if possible, any fair valuation decision of the Adviser's Valuation     
Committee relating to a security held by the Fund made under unique or highly   
unusual circumstances not previously addressed by the Adviser's 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 2009, 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.                                                     

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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 2009, the aggregate compensation paid to    
the Directors during calendar year 2009 by all of the investment companies in   
the AllianceBernstein Fund Complex, the total number of investment companies in 
the AllianceBernstein Fund Complex as to which the Directors are a director or  
trustee and the number of investment portfolios as to which the Directors are   
directors or trustees are set forth below. Neither the Fund nor any other       
investment company in the AllianceBernstein Fund Complex provides compensation  
in the form of pension or retirement benefits to any of its directors or        
trustees.                                                                       

                                                        [Enlarge/Download Table]

                                                                                     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       2009             TRUSTEE           TRUSTEE     
---------------------------- --------------- ----------------- ----------------- -----------------
                                                                                                  

INDEPENDENT DIRECTORS                                                                             
William H. Foulk, Jr.            $22,229         $484,400             35                96        
Luis Abril Perez                 $14,000         $ 14,000              1                 1        
Antonio Eraso                    $24,500         $ 17,200              1                 1        
Baldomero Falcones Jaquotot      $12,000         $ 12,000              1                 1        
Daniel de Fernando Garcia        $15,200         $  4,000              1                 1        
Inmaculada de Habsburgo-                                                                          
 Lorena                          $17,200         $ 17,200              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 with      
regard to each Director requires the affirmative vote of a majority of the      
votes entitled to be cast.                                                      

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 will be voted for the Election of Directors    
(Proposal One). If no specification is made on a properly executed proxy, it    
will be voted for the election of each of the nominees for Director.            

Those stockholders who hold shares directly and not through a broker or nominee 
(that is, a stockholder of record) may authorize their proxies to cast their    
votes by completing a Proxy Card and returning it by mail in the enclosed       
postage-paid envelope as well as by telephoning toll free 1-800-652-8683.       
Owners of shares held                                                           

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through a broker or nominee (who is the stockholder of record for those shares) 
should follow directions provided to the stockholder by the broker or nominee   
to submit voting instructions. Instructions to be followed by a stockholder of  
record to submit a proxy via telephone or through the Internet, including use   
of the Control Number on the stockholder's Proxy Card, are designed to verify   
stockholder identities, to allow stockholders to give voting instructions and   
to confirm that stockholder instructions have been recorded properly.           
Stockholders who authorize proxies by telephone or through the Internet should  
not also return a Proxy Card. A stockholder of record may revoke that           
stockholder's proxy at any time prior to exercise thereof by giving written     
notice to the Secretary of the Fund at 1345 Avenue of the Americas, New York,   
New York 10105, by authorizing a later-dated proxy (either by signing and       
mailing another Proxy Card or by telephone or through the Internet, as          
indicated above), or by personally attending and voting at the Meeting.         

Properly executed proxies may be returned with instructions to abstain from     
voting or to withhold authority to vote (an "abstention") or represent a broker 
"non-vote" (which is a proxy from a broker or nominee indicating that the       
broker or nominee has not received instructions from the beneficial owner or    
other person entitled to vote shares on a particular matter with respect to     
which the broker or nominee does not have the discretionary power to vote).     

The approval of Proposal One requires for each Director an affirmative vote of  
the holders of a majority of the votes entitled to be cast. Abstentions and     
broker non-votes will be considered present for purposes of determining the     
existence of a quorum for the transaction of business but will have the effect  
of a vote against the Proposal. If any proposal, other than Proposal One,       
properly comes before the Meeting, the shares represented by proxies will be    
voted on all such proposals in the discretion of the person or persons voting   
the proxies. The Fund has not received notice, and is not otherwise aware, of   
any other matter to be presented at the Meeting.                                

A quorum for the Meeting will consist of the presence in person or by proxy of  
the holders of a majority of the total outstanding shares of the Fund. In the   
event that a quorum is not present at the Meeting or, even if a quorum is so    
present, in the event that sufficient votes in favor of the position            
recommended by the Board on the Proposal is not timely received, the Chairman   
of the Board may authorize or 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 on any proposal as to which the Meeting is    
proposed to be adjourned will be voted against adjournment of the Meeting.      

The Adviser has engaged Boston Financial Data Services, 30 Dan Road, Canton, MA 
02021, to assist in soliciting proxies for the Meeting, including contacting    
stockholders by telephone or other electronic means to solicit stockholders on  
behalf of the Fund. Boston Financial Data Services will receive a total fee of  
approximately $3,500 for its services, which will be borne by the Fund. Other   
costs of the proxy solicitation will also be borne by the Fund.                 

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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 until his or her successor is 
duly elected and qualifies.                                                     

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                                         POSITION(S) (MONTH AND YEAR FIRST     PRINCIPAL OCCUPATION DURING PAST 5  
        NAME, ADDRESS AND AGE                        ELECTED)                                 YEARS                
-------------------------------------  -------------------------------------  -------------------------------------
                                                                                                                   
Robert M. Keith, *                     President and Chief Executive Officer  See biography above.                 
50                                     (2/09)                                                                      

Robert Alster, ***                     Senior Vice President (11/06)          Senior Vice President of the         
49                                                                            Adviser**, with which he has been    
                                                                              associated since prior to 2005.      

Liliana C. Dearth, *                   Senior Vice President (6/07)           Senior Vice President of the         
41                                                                            Adviser**, with which she has been   
                                                                              associated since prior to 2005.      

Philip L. Kirstein, *                  Senior Vice President and Independent  Senior Vice President and Independent
65                                     Compliance Officer (10/04)             Compliance Officer of the            
                                                                              AllianceBernstein Funds, with which  
                                                                              he has been associated since October 
                                                                              2004. Prior thereto, he was Of       
                                                                              Counsel to Kirkpatrick & Lockhart,   
                                                                              LLP from October 2003 to October     
                                                                              2004, and General Counsel of Merrill 
                                                                              Lynch Investment Managers, L.P. since
                                                                              prior to March 2003.                 

Phyllis J. Clarke, *                   Controller                             Vice President of AllianceBernstein  
49                                     (11/08)                                Investor Services, Inc. ("ABIS"),**  
                                                                              with which she has been associated   
                                                                              since prior to 2005.                 

Joseph J. Mantineo, *                  Treasurer and Chief Financial Officer  Senior Vice President of ABIS,** with
51                                     (7/06)                                 which he has been associated since   
                                                                              prior to 2005.                       

Emilie D. Wrapp, *                     Secretary                              Senior Vice President, Assistant     
54                                     (11/05)                                General Counsel and Assistant        
                                                                              Secretary of ABI,** with which she   
                                                                              has been associated since prior to   
                                                                              2005.                                

---------------------                                                           
* 1345 Avenue of the Americas, New York, NY 10105.                              
**An affiliate of the Fund.                                                     
***AllianceBernstein Limited, 50 Berkeley Street, London WIJ 3HA England.       

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Stock Ownership                                                                 

The outstanding voting shares of the Fund as of the Record Date consisted of    
8,905,699 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 at www.alliancebernstein.com (click on        
AllianceBernstein Mutual Fund Investors then US then Investment Products/Mutual 
Funds). The purposes of the Audit Committee are to (1) assist the Board in its  
oversight of the accounting and financial reporting policies and practices of   
the Fund, including: (i) the quality and integrity of the Fund's financial      
statements and the independent audit thereof; (ii) the Fund's compliance with   
legal and regulatory requirements, particularly those that relate to the Fund's 
accounting, financial reporting, internal controls over financial reporting,    
and independent audits; (iii) the retention, independence, qualifications and   
performance of the independent accountants; (iv) meeting with representatives   
of the internal audit department of the Adviser regarding such department's     
activities relating to the Fund; and (v) 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                       

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Committee has received the written disclosures and the letter from the          
independent registered public accounting firm required by Public Company        
Accounting Oversight Board Rule 3526, Communication with Audit Committees       
Concerning Independence, as currently in effect, and has discussed the          
independent registered public accounting firm's independence with such firm.    

The members of the Fund's Audit Committee are not full-time employees of the    
Fund and are not performing the functions of auditors or accountants. As such,  
it is not the duty or responsibility of the Audit Committee or its members to   
conduct "field work" or other types of auditing or accounting reviews or        
procedures or to set auditor independence standards. Members of the Audit       
Committee necessarily rely on the information provided to them by management    
and the independent registered public accounting firm. Accordingly, the Audit   
Committee's considerations and discussions referred to above do not assure that 
the audit of the Fund's financial statements has been carried out in accordance 
with generally accepted auditing standards, that the financial statements are   
presented in accordance with generally accepted accounting principles or that   
the Fund's independent registered public accounting firm is in fact             
"independent."                                                                  

Based upon the reports and discussions described in this report, and subject to 
the limitations on the role and responsibilities of the Audit Committee         
referred to above and in the Audit Committee Charter, the Audit Committee       
recommended to the Board of 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 year.                                                             

Submitted by the Audit Committee of the Fund's Board                            

William H. Foulk, Jr.                  Daniel de Fernando Garcia              
Inmaculada de Habsburgo-Lorena         Antonio Eraso                          
Baldomero Falcones Jaquotot            Luis Abril Perez                       

Approval of Independent Registered Public Accounting Firm by the Board          

The Board of the Fund, including a majority of the Directors who are not        
"interested persons", have appointed Ernst & Young LLP ("E&Y") as the           
independent registered public accounting firm for the Fund's current fiscal     
year. E&Y has represented that it does not have any direct financial interest   
or any material indirect financial interest in the Fund.                        

The Audit Committee of the Board of the Fund approved the dismissal of KPMG LLP 
as independent registered public accounting firm for the Fund (the "Prior       
Auditor") at a meeting held on May 13, 2010. The Prior Auditor's reports on the 
financial statements of the Fund for its last two fiscal years did not contain  
an adverse opinion or disclaimer of opinion and were not qualified or modified  
as to uncertainty, audit scope or accounting principles. During the period the  
Prior Auditor was engaged, there were no disagreements with the Prior Auditor   
on any matter of accounting principles or practices, financial statement        
disclosure, or auditing scope or                                                

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procedures, which would have caused it to make reference to that matter in      
connection with its reports for the Fund or reportable events as described in   
paragraph (v) of Item 304(a)(1) of Regulation S-K. The Fund has requested that  
the Prior Auditor furnish it with a letter addressed to the Securities and      
Exchange Commission ("SEC") stating whether or not it agrees with the above     
statements. A copy of the letter is attached as Appendix A and a similar letter 
will be filed as Exhibit 77 to the Fund's first Form N-SAR filed following the  
Prior Auditor's dismissal.                                                      

Representatives of E&Y are expected to attend the Meeting, to have the          
opportunity to make a statement and to respond to appropriate questions from    
the stockholders. Representatives of the Prior Auditor are not expected to      
attend the Meeting.                                                             

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.                                            

                                                                [Download Table]

                                              ALL FEES FOR NON-AUDIT 
                                             SERVICES PROVIDED TO THE
                                              FUND, THE ADVISER AND  
      AUDIT FEES AUDIT RELATED FEES TAX FEES    SERVICE AFFILIATES   
      ---------- ------------------ -------- ------------------------
                                                                     

2008   $42,700           $0         $ 9,950          $388,300        
2009   $40,518           $0         $14,275          $173,524        

Beginning with audit and non-audit service contracts entered into on or after   
May 6, 2003, the Fund's Audit Committee policies and procedures require the     
pre-approval of all audit and non-audit services provided to the Fund by the    
Fund's independent registered public accounting firm. The Fund's Audit          
Committee policies and procedures also require pre-approval of all audit and    
non-audit services provided to the Adviser and Service Affiliates to the extent 
that these services are directly related to the operations or financial         
reporting of the Fund. Accordingly, all of the amounts in the table for Audit   
Fees, Audit Related Fees and Tax Fees for 2009 and 2008 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 2009 were $14,275 (8.23%) (comprising $14,275 (100%) of tax fees) and for   
2008                                                                            

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were $9,950 (2.56%) (comprising $9,950 (100%) 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.     

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE                         

Section 30(h) of the 1940 Act and the rules under Section 16 of the Securities  
Exchange Act of 1934 require that the Directors and certain officers of the     
Fund, among others, file with the SEC initial reports of ownership and reports  
of changes in ownership of shares of the Fund. During the fiscal year ended     
2009 and prior fiscal years, a statement of initial beneficial ownership of     
securities on Form 3 was inadvertently filed late by the Adviser on behalf of   
Joseph J. Mantineo and Phyllis J. Clarke, both officers of the Fund.            

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.                                                             

Control Persons and Principal Holders of Securities                             

Based on the most recent publicly available data as of September 16, 2010,      
Banco Bilbao Vizcaya Argentaria, S.A., with an address of Paseo de la           
Castellana 81, Madrid 28046, Spain, beneficially owned an aggregate of          
1,500,000 shares, or approximately 16.84%, of the outstanding common stock of   
the Fund.                                                                       

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 ("2011 Annual Meeting of Stockholders") must be     
received by the Fund by May 30, 2011 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                       

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accordance with the Fund's Bylaws. To be presented at the 2011 Annual Meeting   
of Stockholders, a stockholder proposal that is not otherwise includable in the 
proxy statement for the 2011 Annual Meeting of Stockholders must be delivered   
by a stockholder of record to the Fund no sooner than April 30, 2011 and not    
later than May 30, 2011.                                                        

The persons named as proxies for the 2011 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 April 30,  
2011 and not later than May 30, 2011 or as otherwise provided in the preceding  
paragraph. 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 Maria Brison at AllianceBernstein L.P., 1345 Avenue  
of the Americas, New York, New York 10105.                                      

By Order of the Board of Directors                                              

Emilie D. Wrapp                                                                 
Secretary                                                                       

September 27, 2010                                                              
New York, New York                                                              

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APPENDIX A--LETTER FROM INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 

September 15, 2010                                                              

Securities and Exchange Commission                                              
Washington, D.C. 20549                                                          

Ladies and Gentlemen:                                                           

We were previously principal accountants for The Ibero-America Fund, Inc. 
(the "Fund") and, under the date of January 26, 2010, we reported on the        
financial statements of the Fund as of and for the year ended November 30,      
2009. On April 14, 2010, we were dismissed. We have read the statements         
included under the section titled "Approval of Independent Registered Public    
Accounting Firm by Board" within the Proxy Statement for the Fund dated         
September 27, 2010, and we agree with such statements, except that we are not   
in a position to agree or disagree with the statement that the Audit Committee  
of the Board of the Fund approved the dismissal of KPMG LLP as independent      
registered public accounting firm for the Fund at a meeting held on May 13,     
2010, and we are not in a position to agree or disagree with any of the         
statements regarding Ernst & Young LLP.                                         

Very truly yours,                                                               

/s/ KPMG LLP                                                                    

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                                                                IA-103537-0910

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[FORM OF PROXY CARD]                                                            

PROXY - THE IBERO-AMERICA FUND, INC.                                            

PROXY IN CONNECTION WITH THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON       
NOVEMBER 8, 2010                                                                

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE IBERO-AMERICA
FUND, INC.                                                                      

The undersigned stockholder of The Ibero-America Fund, Inc., a Maryland         
corporation, hereby appoints Nancy E. Hay and Carol H. Rappa, or either of them,
as proxies for the undersigned, with full power of substitution in each of them,
to attend the Annual Meeting of Stockholders of the Corporation (the "Annual    
Meeting") to be held at 3:30 p.m., Eastern Time, on November 8, 2010 at the     
offices of the Corporation, 1345 Avenue of the Americas, New York, New York     
10105, and any postponement or adjournment thereof, to cast on behalf of the    
undersigned all votes that the undersigned is entitled to cast at the Annual    
Meeting and otherwise to represent the undersigned with all powers possessed by 
the undersigned if personally present at such Annual Meeting. The undersigned   
hereby acknowledges receipt of the Notice of Annual Meeting and accompanying    
Proxy Statement and revokes any proxy previously given with respect to such     
Annual Meeting. The Board of Directors knows of no reason why any of the        
nominees for the Board of Directors would be unable to serve, but in the event  
any nominee is unable to serve or for good cause will not serve, the proxies    
received indicating a vote in favor of such nominee will be voted for a         
substitute nominee as the Board of Directors may recommend.                     

IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE        
UNDERSIGNED WILL BE CAST AS INSTRUCTED ON THE REVERSE SIDE HEREOF. IF THIS PROXY
IS PROPERLY EXECUTED BUT NO INSTRUCTION IS GIVEN, THE VOTES ENTITLED TO BE CAST 
BY THE UNDERSIGNED WILL BE CAST "FOR" THE ELECTION OF EACH OF THE NOMINEES      
REFERRED TO IN THE PROPOSAL 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.                                    

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Annual Meeting Proxy Card                                                       

A. Proposals                                                                    

The Board of Directors urges you to vote FOR all Class Three nominees listed    
(Terms expire 2013).                                                            

1. Election of Directors - Class Three Directors (terms expire 2013)            

Class Two Nominees                                                              

01 - Luis Abril Perez                                                 

02 - Inmaculada de Habsburgo-Lorena                                   

[_]  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                                                         

B. Non-Voting Items                                                             

Change of Address - Please print new address below                              

-------------------                                                             

C. Authorized Signatures - This section must be completed for your vote to be   
counted. - Date and Sign Below.                                                 

Please sign exactly as name(s) appear hereon. Joint owners should each sign.    
When signing as attorney, executor, administrator, corporate officer, trustee,  
guardian, or custodian, please give full title.                                 

Signature 1 - Please keep signature within the box                              

[_____________________________________________________]                         

Signature 2 - Please keep signature within the box                              

[_____________________________________________________]                         

Date (mm/dd/yyyy)                                                               

[_____________________________________________________]                         

SK 00250 0031 1132992                                                           

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEF 14A’ Filing		Date		First		Last			Other Filings
		5/30/11		22		23
		4/30/11		23
For Period End:		11/8/10		2		26
Filed on / Effective on:		9/27/10		2		24
		9/20/10		2		4
		9/16/10		22
		9/15/10		24
		5/13/10		20		24
		4/14/10		24
		1/26/10		24
		11/30/09		14		24			N-CSR,  NSAR-B
		5/6/03		21
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