Ibero-America Fund Inc – ‘DEF 14A’ for 11/9/09

On:  Tuesday, 9/22/09, at 4:51pm ET   ·   Effective:  9/22/09   ·   For:  11/9/09   ·   Accession #:  919574-9-15376   ·   File #:  811-05189

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Definitive Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Definitive Proxy Solicitation Material                40    145K 

Document Table of Contents

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 Spain Fund, Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement,
 if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):                              
/X/  No fee required                                                            
/_/  Fee computed on table below per Exchange Act Rule 14a6(i)(1) and 0-11.     

(1)  Title of each class of securities to which transaction applies:  
--------------------------------------------------------------------------------
(2)  Aggregate number of securities to which transaction applies:     
--------------------------------------------------------------------------------
     (3)  Per unit  price  or other  underlying  value of  transaction  computed
          pursuant to Exchange  Act Rule 0-11 (Set forth the amount on which the
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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[LOGO]                                                              
ALLIANCEBERNSTEIN                                                               

THE SPAIN FUND, INC.  

1345 Avenue of the Americas 
New York, New York 10105  

                                                            September 22, 2009

Dear Stockholders:                                                              

  The Board of Directors (the "Board") of The Spain Fund, Inc. (the "Fund"), a
Maryland corporation, is pleased to invite you to the Annual Meeting of         
Stockholders (the "Meeting") to be held on November 9, 2009. The accompanying   
Notice of Annual Meeting of Stockholders and Proxy Statement present several    
Proposals to be considered at the Meeting.                                      

 At the Meeting, you will be asked to elect three Directors of the Fund. You
will also be asked to consider and approve a Proposal to modify the Fund's      
fundamental investment objective. The Board has recently approved a broadening  
of the Fund's investment universe to include companies located in Spain and     
Portugal and in the historically Spanish- and Portuguese-speaking countries of  
Central and South America, a group commonly referred to as "Ibero-American"     
countries. The broadening of the Fund's investment focus requires a change to   
its fundamental investment objective. We believe that the Fund's stockholders   
would benefit if the Fund has the opportunity to be invested in a broader       
universe of companies and growth sectors. In this regard, the Board approved    
changing the name of the Fund to "The Ibero-America Fund, Inc.," subject to     
stockholder approval of the investment objective and policy changes discussed   
below.                                                                          

Although not required, the Fund currently has an investment objective that
is fundamental. Fundamental investment policies or objectives are restrictions  
that under federal law can only be changed by a stockholder vote. Federal law   
requires certain policies to be fundamental. We are also asking that you        
approve making the investment objective "non-fundamental." A non-fundamental    
policy can be changed with approval of the Board in the future without the need 
for the delay or expense of a stockholder vote.                                 

Finally, you will be asked to consider and approve Proposals, as explained
in the attached Proxy Statement, that are intended to amend or eliminate        
certain of the Fund's fundamental investment policies. We are proposing that    
these required policies be amended to conform to the standardized policies      
adopted by most other AllianceBernstein funds. The amended policies would give  
the Fund maximum flexibility, currently or in the future, provided under        
applicable laws. Some of the Fund's other fundamental policies are not required 
to be fundamental. These                                                        

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non-required fundamental policies, adopted more than twenty years ago, are no   
longer applicable, overlap to a certain extent with legal requirements already  
imposed upon the Fund, or are inconsistent with the Fund's proposed new         
investment focus. We believe that modifying or eliminating restrictions that    
are obsolete, unnecessary, or inconsistent would give the Fund more flexibility 
to pursue its proposed expanded investment goals.                               

 The Board has concluded that the Proposals are in the best interests of the
Fund and its stockholders. The Board recommends that you vote "FOR" each of the 
Proposals.                                                                      

We welcome your attendance at the November 9, 2009 Meeting. If you are    
unable to attend, we encourage you to authorize the proxy holders to cast your  
votes. Georgeson Inc. (the "Proxy Solicitor"), a professional proxy             
solicitation firm, has been selected to assist in the proxy solicitation        
process. If we have not received your proxy as the date of the Meeting          
approaches, you may receive a telephone call from the Proxy Solicitor to remind 
you to submit your proxy. No matter how many shares you own, your vote is       
important.                                                                      

Sincerely,                                                                      

Robert M. Keith                                                                 
President                                                                       

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PROXY STATEMENT 

THE SPAIN FUND, INC.  

QUESTIONS AND ANSWERS 

Q. What is this document and why did we send it to you?                         

A. This booklet contains the Notice of Annual Meeting of Stockholders (the      
"Notice") of The Spain Fund, Inc. (the "Fund") and Proxy Statement, which 
provide you with information you should review before voting on the       
 Proposals that will be presented at the Annual Meeting of Stockholders (the
 "Meeting"). You are receiving this proxy material because you own shares of
the Fund's stock. As a stockholder, you have the right to vote for the    
election of Directors of the Fund and on the various Proposals concerning 
your investment in the Fund.                                              

Q. Who is asking for my vote?                                                   

A. The Board of Directors of the Fund ("Board") is asking you to vote at the    
Meeting. The Proposals are as follows:                                    

.   the election of three Directors of the Fund;                            

.   the modification of the Fund's fundamental investment objective and     
reclassification of the fundamental investment objective as         
non-fundamental; and                                                

.   the amendment or elimination of certain of the Fund's fundamental       
investment restrictions.                                            

Q. How does the Board recommend I vote?                                         

A. The Board recommends that you vote "FOR" all Proposals.                      

Q. Who is eligible to vote?                                                     

A. Stockholders of record at the close of business on September 21, 2009 (the   
"Record Date") are entitled to vote at the Meeting or any adjournment or  
postponement of the Meeting. If you owned shares on the Record Date, you  
have the right to vote even if you later sold the shares.                 

Q. What role does the Board play?                                               

A. The Board oversees the management of the Fund. Each of the Directors has an  
  obligation to act in what he or she believes to be the best interests of the
Fund, including approving and recommending investment objective and policy
changes such as those proposed in the Proxy Statement. The background of  
each nominee for Director is described in the Proxy Statement.            

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Q. Why is the Board proposing to modify the Fund's fundamental investment       
objective and reclassify the Fund's fundamental investment objective as   
non-fundamental?                                                          

A. The Board has recently approved a broadening of the Fund's investment        
universe to include companies located in Spain and Portugal and in the    
  historically Spanish- and Portuguese-speaking countries of Central and South
 America, commonly referred to as "Ibero-American" countries, in response to
changes in market conditions. We are proposing to modify the Fund's       
investment objective to make it consistent with the Fund's proposed new   
investment focus. Consistent with this change, the Board approved a change
  in the Fund's name to "The Ibero-America Fund, Inc.," subject to stockholder
  approval of the new investment objective and policy changes discussed below.

A fund's investment objective generally is not required to be fundamental.
Consequently, a fund is not usually required to have a stockholder vote to
change its objective under applicable laws. We are proposing the          
reclassification of the Fund's fundamental investment objective as        
non-fundamental to provide the Fund with the flexibility to respond to    
market changes without incurring the expense and delay of seeking a       
stockholder vote. The reclassification would permit the Fund to revise its
investment objective in the event that the Board, in consultation with the
 Fund's investment adviser, AllianceBernstein L.P., believes it is necessary
  or appropriate to emphasize different strategies or portfolio allocations in
 light of then prevailing market conditions or trends. The Fund will provide
stockholders with 60 days' prior written notice of any material change in 
the Fund's investment objective.                                          

Q. Why is the Board proposing to amend or eliminate certain of the Fund's       
fundamental investment policies?                                          

A. The federal law applicable to funds such as the Fund requires certain        
investment policies of the Fund to be fundamental, which means that they  
cannot be changed without a stockholder vote. We are proposing that these 
 policies be amended to conform to the standardized policies adopted by most
other AllianceBernstein funds. The amended policies would give the Fund   
maximum flexibility, currently or in the future, provided under applicable
laws. Some of the Fund's other fundamental policies are no longer required
  to be fundamental. These non-required non-fundamental policies, adopted more
than 20 years ago, are no longer applicable, overlap to a certain extent  
with legal requirements already imposed upon the Fund, or are inconsistent
 with the Fund's proposed new investment focus. We believe that modifying or
eliminating restrictions that are obsolete, unnecessary, or inconsistent  
would give the Fund more flexibility to pursue its proposed expanded      
investment goals. The Fund would continue to be managed in accordance with
the investment objective and strategies described in the Fund's annual    
  report or other disclosure documents as such documents are updated from time
to time.                                                                  

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Q. How can I vote my shares?                                                    

A. Please follow the instructions included on the enclosed Proxy Card.          

Q. What if I want to revoke my proxy?                                           

A. You can revoke your proxy at any time prior to its exercise (i) by giving    
 written notice to the Secretary of the Fund at 1345 Avenue of the Americas,
  New York, New York 10105, (ii) by authorizing a later-dated proxy (either by
signing and mailing another proxy card, or by calling Georgeson Inc. (the 
"Proxy Solicitor") at 1-866-729-6816) or (iii) by personally voting at the
Meeting.                                                                  

Q. Whom do I call if I have questions regarding the proxy?                      

A. You can call the Proxy Solicitor at 1-866-729-6816.                          

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[LOGO]                                                              
ALLIANCEBERNSTEIN                                                               

THE SPAIN FUND, INC.  

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

1345 Avenue of the Americas, New York, New York 10105                           
Toll Free (800) 221-5672                                                        

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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS  
November 9, 2009  

To the Stockholders of The Spain Fund, Inc.:                                    

Notice is hereby given that the Annual Meeting of Stockholders (the       
"Meeting") of The Spain Fund, Inc., a Maryland corporation (the "Fund"), will   
be held at the offices of the Fund, 1345 Avenue of the Americas, 41st Floor,    
New York, New York 10105, on Monday, November 9, 2009 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 22, 2009:                          

1. To elect three Directors of the Fund for specified terms, each such  
Director to hold office until his successor is duly elected and   
qualifies;                                                        

2. To approve a proposed change in the Fund's fundamental investment    
     objective and to reclassify the Fund's proposed investment objective as
non-fundamental;                                                  

3. To approve proposed amendments to, or elimination of, certain of the 
Fund's fundamental investment restrictions; and                   

   4. To transact such other business as may properly come before the Meeting.

  The Board of Directors has fixed the close of business on September 21, 2009
as the record date for the determination of stockholders entitled to notice of, 
and to vote at, the Meeting or any postponement or adjournment thereof. The     
enclosed proxy is being solicited on behalf of the Board of Directors of the    
Fund.                                                                           

                   By Order of the Board of Directors,

Robert M. Keith 
President       

New York, New York                                                              

September 22, 2009                                                              

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YOUR VOTE IS IMPORTANT  

Please indicate your voting instructions on the enclosed Proxy Card, sign 
and date it, and return it in the envelope provided, which needs no postage if  
mailed in the United States. Your vote is very important no matter how many     
shares you own. Please complete, date, sign and return your proxy promptly in   
order to save the Fund any additional cost of further proxy solicitation and in 
order for the Meeting to be held as scheduled.                                  

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

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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PROXY STATEMENT 

THE SPAIN FUND, INC.  

1345 Avenue of the Americas 
New York, New York 10105  

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

ANNUAL MEETING OF STOCKHOLDERS  
November 9, 2009  

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

INTRODUCTION  

This Proxy Statement is furnished in connection with the solicitation of  
proxies on behalf of the Board of Directors (the "Board") of The Spain Fund,    
Inc., a Maryland corporation (the "Fund"), to be voted at the Annual Meeting of 
Stockholders of the Fund (the "Meeting"), to be held at the offices of the      
Fund, 1345 Avenue of the Americas, New York, New York 10105, on Monday,         
November 9, 2009 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 22, 2009. 

Any stockholder who owned shares of the Fund on Monday, September 21, 2009
(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 9, 2009. The Proxy         
Statement is available on the Internet at http://www.alliancebernstein.com      
(click on US Investors & Financial Advisors/Investment Products/Mutual          
Funds/Closed-End).                                                              

1   

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PROPOSAL ONE  
ELECTION OF DIRECTORS 

At the Meeting, three 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    
Two Directors will expire as of the Meeting, the terms of Class Three Directors 
will expire as of the annual meeting of stockholders for 2010, and the terms of 
Class One Directors will expire as of the annual meeting of stockholders for    
2011. 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 July 30, 2009 Meeting of the Board (the "Board Meeting"), the Board
recommended Robert M. Keith to stockholders for election in Class Two of the    
Fund. Mr. Keith will stand for election at the Meeting. At the Meeting,         
Mr. William H. Foulk, Jr. and Mr. Antonio Eraso are each standing for election  
as a Director in Class Two. 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 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.                                                         

2   

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  Although the Fund is a Maryland corporation, certain of the Fund's Directors
and officers are residents of Spain or the United Kingdom, and substantially    
all of the assets of such persons may be located outside of the United States.  
As a result, it may be difficult for United States investors to effect service  
upon such Directors or officers within the United States or to realize          
judgments of courts of the United States predicated upon civil liabilities of   
such Directors or officers under the federal securities laws of the United      
States. The Fund has been advised that there is substantial doubt as to the     
enforceability in Spain and the United Kingdom of the civil remedies and        
criminal penalties afforded by the federal securities laws of the United        
States. Also, it is unclear if extradition treaties now in effect between the   
United States and each of Spain and the United Kingdom would subject Directors  
and officers residing in those countries to effective enforcement of the        
criminal penalties of the federal securities laws.                              

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

                                                        [Enlarge/Download Table]

                            Year                                           Number of                 
                            Term                                           Portfolios      Other     
                            as a                                            in Fund     Directorships
                          Director             Principal Occupation(s),     Complex       Held by    
    Name, Address*          Will    Years of   Including Directorships      Overseen    Director or  
       and Age             Expire   Service**  Held, During Past 5 Years   by Director    Nominee    
----------------------- --------    --------- ---------------------------- -----------  -------------
                                                                                                     
DISINTERESTED                                                                                        
DIRECTORS                                                                                            
Chairman of the Board                                                                                
William H. Foulk, Jr.,   Class       5 years  Investment Adviser and an        89           None     
#, ##                    Two                  Independent Consultant.                                
77                       (2012)+              Previously, he was Senior                              
                                              Manager of Barrett                                     
                                              Associates, Inc., a                                    
                                              registered investment                                  
                                              adviser, with which he had                             
                                              been associated since prior                            
                                              to 2004. He was formerly                               
                                              Deputy Comptroller and                                 
                                              Chief Investment Officer of                            
                                              the State of New York and,                             
                                              prior thereto, Chief                                   
                                              Investment Officer of the                              
                                              New York Bank for                                      
                                              Savings.                                               

Luis Abril Perez, #      Class       3 years  General Manager for the          1            None     
61                       Three                Chairman's Technical Staff                             
                         (2010)               at 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.                                        

3   

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                                                        [Enlarge/Download Table]

                    Year                                           Number of                  
                    Term                                           Portfolios      Other      
                    as a                                            in Fund     Directorships 
                  Director             Principal Occupation(s),     Complex       Held by     
 Name, Address*     Will   Years of    Including Directorships      Overseen    Director or   
    and Age        Expire  Service**  Held, During Past 5 Years    by Director    Nominee     
----------------- -------- --------- ----------------------------- -----------  --------------
                                                                                              
Antonio Eraso, #   Class    7 years  Advisor CEO Iberdrola.            1        Mapfre        
68                 Two               President of Heron Espana;                 International 
                   (2012)+           Advisor of CB Richard                      Insurance and 
                                     Ellis (Spain and Portugal);                Heron Espana  
                                     Advisor of Bansa Leasing;                                
                                     Advisor of Transolver                                    
                                     (Finance); Advisor of                                    
                                     Grupo Tecnobit S.A.                                      
                                     (Defense); Advisor of                                    
                                     Equifax Iberica; formerly,                               
                                     President's Assessor of                                  
                                     Iberdrola; President's                                   
                                     Assessor of Grupo Berge;                                 
                                     Assessor of Tishman &                                    
                                     Speyer Espana S.A.;                                      
                                     Board's Assessor of Young                                
                                     & Rubican Espana; Board's                                
                                     Assessor of Gleeds Iberica                               
                                     (project management);                                    
                                     Member of the National                                   
                                     Assembly and Permanent                                   
                                     Commission of ASNEF                                      
                                     (National Association of                                 
                                     Financial Entities); Spanish                             
                                     Representative of EURO-                                  
                                     FINAS (European                                          
                                     Association of Finance);                                 
                                     Advisor of Sedgwick                                      
                                     Group Espana.                                            

4   

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                                                        [Enlarge/Download Table]

                      Year                                            Number of                 
                      Term                                            Portfolios      Other     
                      as a                                             in Fund     Directorships
                    Director              Principal Occupation(s),     Complex       Held by    
  Name, Address*      Will     Years of   Including Directorships      Overseen    Director or  
     and Age         Expire    Service**  Held, During Past 5 Years   by Director    Nominee    
------------------- --------   --------- ---------------------------- -----------  -------------
                                                                                                
Baldomero Falcones      Class   3 years  Chairman and Chief               1            None     
Jaquotot, #             One              Executive Officer of                                   
63                      (2011)           Fomento de Construcciones                              
                                         y Contratas S.A. (since                                
                                         2008) and formerly                                     
                                         founding Partner and GP,                               
                                         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.                                                   

5   

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                                                        [Enlarge/Download Table]

                      Year                                             Number of                  
                      Term                                             Portfolios      Other      
                      as a                                              in Fund     Directorships 
                    Director               Principal Occupation(s),     Complex       Held by     
  Name, Address*      Will     Years of    Including Directorships      Overseen    Director or   
     and Age         Expire    Service**  Held, During Past 5 Years    by Director    Nominee     
------------------- --------   --------- ----------------------------- -----------  --------------
                                                                                                  
Daniel de Fernando      Class   6 years  Consultant. Formerly, Head        1        Independent   
Garcia, #               One              of Private Banking and                     Director of   
44                      (2011)           Personal Banking (prior to                 various       
                                         January 2008) after being                  European      
                                         Head of Asset Management                   funds advised 
                                         and Private Banking Banco                  by Schroder   
                                         Bilbao Vizcaya Argentaria                  Investment    
                                         ("BBVA") since October                     Management    
                                         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.                                     

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                                                        [Enlarge/Download Table]

                         Year                                             Number of                  
                         Term                                             Portfolios      Other      
                         as a                                              in Fund     Directorships 
                       Director              Principal Occupation(s),      Complex       Held by     
   Name, Address*        Will    Years of    Including Directorships       Overseen    Director or   
      and Age           Expire   Service**   Held, During Past 5 Years    by Director    Nominee     
--------------------- --------   --------- ------------------------------ -----------  --------------
                                                                                                     
Inmaculada de           Class    22 years  President and Chief                1        King Juan     
Habsburgo-Lorena, #     Three              Executive Officer of The                    Carlos        
64                      (2010)             Queen Sofia Spanish                         International 
                                           Institute.                                  Center of     
                                                                                       New York      
                                                                                       University    
                                                                                       Foundation    
                                                                                       and World     
                                                                                       Monuments     
                                                                                       Fund Espana   

INTERESTED                                                                                           
DIRECTOR                                                                                             
Robert M. Keith, ***    Class    None      Executive Vice President of        6        None          
49                      Two                the Adviser**** since July                                
                        (2012)+            2008; Executive Managing                                  
                                           Director of                                               
                                           AllianceBernstein                                         
                                           Investments, Inc.                                         
                                           ("ABI")**** since 2006 and                                
                                           head of ABI since July 2008.                              
                                           Prior to joining ABI in 2006,                             
                                           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 Managing                                  
                                           Director and Head of North                                
                                           American Client Service and                               
                                           Sales in the Adviser's                                    
                                           institutional investment                                  
                                           management business, with                                 
                                           which he had been                                         
                                           associated since prior to                                 
                                           2004.                                                     

--------                                                                        
*  The address for each of the Fund's Disinterested Directors is c/o            
AllianceBernstein L.P., Attn: Philip L. Kirstein, 1345 Avenue of the      
Americas, New York, NY 10105.                                             
** "Years of Service" refers to the total number of months or years served as a 
Director.                                                                 
***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 an Executive 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.                                               

                                                        [Enlarge/Download Table]

                                                                            Aggregate Dollar    
                                                                             Range of Equity    
                                                                            Securities in the   
                                                                              Funds in the      
                                                                            AllianceBernstein   
                           Dollar Range of Equity Securities in the Fund      Fund Complex      
                                       as of August 31, 2009             as of December 31, 2008
                           --------------------------------------------- -----------------------
                                                                                                

Disinterested Directors                                                                         

William H. Foulk, Jr.                       $1-$10,000                        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     

--------                                                                        

*  Mr. Keith will stand for election as a Director of the Fund at the Meeting.  

During the fiscal year ended November 30, 2008, the Board met five 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 2008, the Audit Committee met three times.                 

  The Board has adopted a charter for its Governance and Nominating Committee,
a copy of which may be found on the Adviser's website,                          
http://www.alliancebernstein.com (click on US Investors & Financial             
Advisors/Investment Products/Mutual Funds/Closed-End). Pursuant to the charter  
of the Governance and Nominating Committee, the Governance and Nominating       

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Committee assists the Board in carrying out its responsibilities with respect   
to governance of the Fund and identifies, evaluates and selects and nominates   
candidates for the Board. It also may set standards or qualifications for       
Directors. The Governance and Nominating Committee may consider candidates as   
Directors submitted by the Fund's current Directors, officers, the Adviser,     
stockholders and other appropriate sources.                                     

The Governance and Nominating Committee will consider candidates submitted
by a stockholder or group of stockholders who have owned at least 5% of the     
Fund's outstanding common stock for at least two years at the time of           
submission and who timely provide specified information about the candidates    
and the nominating stockholder or group. To be timely for consideration by the  
Governance and Nominating Committee, the submission, including all required     
information, must be submitted in writing to the attention of the Secretary at  
the principal executive offices of the Fund not less than 120 calendar days     
before the date of the proxy statement for the previous year's annual meeting   
of stockholders. The Committee will consider only one candidate submitted by    
such a stockholder or group for nomination for election at an annual meeting of 
stockholders. The Committee will not consider self-nominated candidates.        

The Governance and Nominating Committee will consider and evaluate        
candidates submitted by stockholders on the basis of the same criteria as those 
used to consider and evaluate candidates submitted from other sources. These    
criteria include the candidate's relevant knowledge, experience, and expertise, 
the candidate's satisfaction of the Qualification Bylaw, the candidate's        
ability to carry out his or her duties in the best interests of the Fund and    
the candidate's ability to qualify as a disinterested Director. During the      
Fund's fiscal year ended in 2008, the Governance and Nominating Committee met   
twice.                                                                          

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 2008, the Independent Directors Committee did   
not meet since there were no "interested" directors of the Fund at any relevant 
time and the disinterested Directors conducted the business normally covered by 
the Independent Directors Committee in executive sessions of the Board, without 
any members of management present. The disinterested Directors meet in          
executive session without representatives of management present at every Board  
meeting. In fiscal 2008, 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 Valuation Committee that  
would result in a change in the Fund's net asset value ("NAV") by more than     
$0.01                                                                           

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per share. During the Fund's fiscal year ended in 2008, 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.                                           

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 2008, the aggregate compensation paid to    
the Directors during calendar year 2008 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       2008             Trustee           Trustee     
     ----------------      --------------- ----------------- ----------------- -----------------
                                                                                                

William H. Foulk, Jr.          $21,991         $486,700             35                89        

Luis Abril Perez               $17,200         $ 17,200              1                 1        

Antonio Eraso                  $17,200         $ 17,200              1                 1        

Baldomero Falcones                                                                              
Jaquotot                       $17,200         $ 17,200              1                 1        

Daniel de Fernando Garcia      $17,200         $ 17,200              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.                                                      

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PROPOSAL TWO  
MODIFICATION AND RECLASSIFICATION 
OF INVESTMENT OBJECTIVE 

We are asking that you approve a change in the Fund's investment objective
and reclassification of the investment objective as non-fundamental as          
discussed below.                                                                

Current Investment Objective:          Proposed Investment Objective:         
(Fundamental)                          (Non-fundamental)                      

The Fund's investment objective is to  The Fund seeks long-term growth of     
seek long-term capital appreciation    capital.                               
by investing primarily in equity                                              
securities of Spanish companies.                                              

  At the Board Meeting, the Adviser discussed with the Board that, at the time
of the Fund's inception in 1988, the Spanish economy was growing at a rate      
faster than the rest of Europe, which made Spain an attractive growth           
proposition for investors. Currently, the Spanish economy is no longer growing; 
it is in decline. While the Spanish economy may begin growing again in 2011 or  
sooner, the Adviser believes that the rate of growth will be far slower than in 
many other parts of the historically Spanish- and Portuguese-speaking countries 
of Central and South America, a group commonly referred to as "Ibero-America".  
As a result, the Adviser concluded that a fund that restricts itself to         
investment in Spanish equity securities may have difficulty delivering          
attractive returns to growth-oriented investors. The Adviser recommended to the 
Board that the Fund should broaden its investment focus beyond Spain.           

Faced with a deteriorating domestic economy, Spanish companies have       
increasingly diversified their activities outside Spain, in particular to Latin 
America, which remains one of the fastest growing regions in the world. The     
Adviser discussed with the Board that it believed that the Fund should follow   
the example of many of the Spanish companies in which it invests and expand its 
search for growth investments beyond companies located in Spain. Since many     
Portuguese and Spanish companies are closely tied, the Adviser believed that    
Portugal is also a logical investment opportunity for the Fund. The Adviser     
also proposed to expand the Fund's investment universe beyond companies located 
in Spain and Portugal to include companies located in other Ibero-American      
countries.                                                                      

The Adviser discussed with the Board that, while Spain and Portugal are   
developed countries, many of the Ibero-American countries, including, for       
example, Mexico, Argentina and Brazil, are emerging market countries. The       
Adviser noted that investments in emerging market countries may impose risks    
different from, or greater than, risks of investing in domestic securities or   
in foreign, developed countries. These risks include: smaller market            
capitalization of securities markets,                                           

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which may suffer periods of relative illiquidity; significant price volatility; 
restrictions on foreign investment; and possible repatriation of investment     
income and capital. In addition, foreign investors may be required to register  
the proceeds of sales; future economic or political crises could lead to price  
controls, forced mergers, expropriation or confiscatory taxation, seizure,      
nationalization or creation of government monopolies. The currencies of         
emerging market countries may experience significant declines against the       
U.S. Dollar, and devaluation may occur subsequent to investments in these       
currencies by the Fund. Inflation and rapid fluctuations in inflation rates     
have had, and may continue to have, negative effects on the economies and       
securities markets of certain emerging market countries.                        

 Additional risks of emerging market securities may include: greater social,
economic and political uncertainty and instability; more substantial            
governmental involvement in the economy; less governmental supervision and      
regulation; unavailability of currency hedging techniques; companies that are   
newly organized and small; differences in auditing and financial reporting      
standards, which may result in unavailability of material information about     
issuers; and less developed legal systems. In addition, emerging securities     
markets may have different clearance and settlement procedures, which may be    
unable to keep pace with the volume of securities transactions or otherwise     
make it difficult to engage in such transactions. Settlement problems may cause 
the Fund to miss attractive investment opportunities, hold a portion of its     
assets in cash pending investment, or be delayed in disposing of a portfolio    
security. Such a delay could result in possible liability to a purchaser of the 
security.                                                                       

In addition to expanding the geographical universe of issuers eligible for
investment by the Fund, the Adviser explained to the Board that the proposed    
change would provide the Fund with exposure to growth sectors, such as          
commodities, energy and infrastructure, that are poorly represented by the      
traditional universe of Spanish issuers. This should further enhance the Fund's 
ability to pursue growth. Given current global market conditions, the Adviser   
anticipates that approximately 30-40% of the Fund's assets would be             
repositioned into investments in non-Spanish companies under the Fund's         
expanded investment focus. The proportion of the Fund's assets invested in      
non-Spanish companies would vary from time to time based upon the Adviser's     
assessment of general market and economic conditions.                           

The proposed broadening of the Fund's investment universe would require a 
change in the Fund's investment objective. The Adviser proposed, and the Board  
approved, that the Fund adopt a less restrictive investment objective. Subject  
to stockholder approval, which is required because the investment objective is  
a fundamental policy, the Fund's new investment objective would be "to seek     
long-term growth of capital."                                                   

The Adviser also recommended, and the Board approved, the reclassification
of the Fund's fundamental investment objective as non-fundamental. This         

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reclassification would give the Board the flexibility to revise the Fund's      
investment objective to respond to changed market conditions or other           
circumstances in a timely manner without the delay and expense of obtaining a   
stockholder vote. If this proposal is approved, the Adviser intends to provide  
stockholders with advance notice of not less than 60 days of any subsequent     
material change in the Fund's investment objective.                             

The Adviser also discussed with the Board that the proposed broadening of 
the Fund's investment focus and new investment objective would require a change 
in the Fund's name. Rule 35d-1 (the "Names Rule") under the 1940 Act requires a 
fund whose name suggests a particular type of investment to adopt a policy      
requiring it to invest at least 80% of its assets in that type of investment.   
The Adviser recommended, and the Board approved, a change in the Fund's name to 
"The Ibero-America Fund, Inc." and the adoption of a policy, as required by the 
Names Rule, that the Fund invest at least 80% of its assets in securities       
issued by Ibero-American companies. This name change and new policy will become 
effective only if the stockholders approve the Fund's proposed new investment   
objective and changes to the Fund's fundamental investment policies in Proposal 
Three.                                                                          

The Board unanimously recommends that the stockholders vote FOR Proposal  
Two. Approval of Proposal Two requires the affirmative vote of the holders of a 
"majority of the outstanding voting securities" of the Fund as defined in the   
1940 Act, which means the lesser of (i) 67% or more of the voting securities of 
the Fund present or represented by proxy, if the holders of more than 50% of    
the outstanding voting securities are present or represented by proxy, or       
(ii) more than 50% of the outstanding voting securities of the Fund.            

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PROPOSAL THREE  
AMENDMENT OR ELIMINATION OF CERTAIN 
FUNDAMENTAL INVESTMENT POLICIES 

 Under the 1940 Act, a Fund must disclose whether it has a policy regarding,
among other things:                                                             

.   borrowing money;                                                        

.   issuing senior securities;                                              

.   purchasing or selling real estate;                                      

.   purchasing or selling commodities;                                      

.   making loans to other persons; and                                      

  .   concentrating investments in a particular industry or group of industries.

 These policies are fundamental and may not be changed without a stockholder
vote. A fund may designate other policies as fundamental. The Fund currently    
has both required and non-required fundamental policies.                        

The Board considered and approved the Adviser's recommendation that the   
required fundamental policies be amended to conform to the standardized         
fundamental policies adopted by most other AllianceBernstein funds. The         
proposed fundamental policies would give the Fund maximum flexibility,          
currently available or provided in the future, under the 1940 Act and the       
rules, interpretations and exemptions thereunder.1 In addition, adoption of     
these policies would enable the Fund to avoid the expense of seeking            
stockholder approval in the future to respond to regulatory or market changes.  

  In the case of those Fund policies not required to be fundamental, the Board
considered and approved the Adviser's recommendation to eliminate these         
policies. Most of these policies are related to federal or state requirements   
that were in effect when the Fund was organized. These restrictions are no      
longer applicable to the Fund. Some of the Fund's other fundamental policies    
overlap to a certain extent with legal requirements already imposed upon the    
Fund or are inconsistent with the Fund's proposed expanded investment focus.    
--------                                                                        
1  The 1940 Act also requires a fund to adopt a fundamental policy with respect 
to the underwriting of securities. The Fund currently has a standardized  
fundamental policy on underwriting that does not need updating. Another   
fundamental policy is required if a fund is diversified, but not if it is 
 non-diversified. The Fund is a "non-diversified" fund within the meaning of
  the 1940 Act and, therefore, is not required to have a fundamental policy on
  diversification. Stockholder approval is not being requested with respect to
these policies.                                                           

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PROPOSAL 3.A. 
AMENDMENT AND ADOPTION OF FUNDAMENTAL POLICY REGARDING SENIOR SECURITIES AND  
BORROWING MONEY 

We are proposing to amend and adopt a revised policy on the issuance of   
senior securities and borrowing money that would read as follows:               

The Fund may not issue any senior security (as that term is defined in the
  1940 Act) or borrow money, except to the extent permitted by the 1940 Act or
 the rules and regulations thereunder (as such statute, rules or regulations
may be amended from time to time) or by guidance regarding, or            
 interpretations of, or exemptive orders under, the 1940 Act or the rules or
regulations thereunder published by appropriate regulatory authorities.   

For the purposes of this restriction, margin and collateral arrangements, 
including, for example, with respect to permitted borrowings, options, futures  
contracts, options on futures contracts and other derivatives such as swaps,    
are not deemed to involve the issuance of a senior security.                    

Discussion: Section 18(a) of the 1940 Act regulates the extent to which a 
closed-end investment company may issue senior securities, generally through    
the issuance of preferred stock or by entering into various forms of            
indebtedness. In addition, certain types of portfolio management techniques,    
including, among others, futures contracts, repurchase agreements, short sales, 
and when-issued and delayed delivery transactions, may be considered to raise   
senior security issues. Currently, under Securities and Exchange Commission     
("SEC") interpretation, these activities are not deemed to give rise to the     
issuance of a senior security so long as certain coverage requirements designed 
to protect stockholders are met.                                                

The Fund does not currently have a fundamental policy regarding senior    
securities, although it does have a fundamental policy relating to borrowing.   
The proposed modification would conform the Fund's policy more closely to the   
exact statutory and regulatory requirements regarding borrowing and senior      
securities, as they exist from time to time, without incurring the time and     
expense of obtaining stockholder approval to change the policy in response to   
changes in statutory and regulatory requirements. In addition, the proposed     
modification makes it clear that margin and collateral arrangements are not to  
be deemed to involve the issuance of a senior security. At the present time,    
the Adviser has no plans to expand the Fund's borrowing activities or make a    
change to the Fund's investment strategies based on this Proposal.              

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PROPOSAL 3.B. 
AMENDMENT OF FUNDAMENTAL POLICY ON CONCENTRATING INVESTMENTS IN A PARTICULAR  
INDUSTRY OR GROUP OF INDUSTRIES 

We are proposing to adopt a revised policy regarding concentration that   
would read as follows:                                                          

The Fund may not concentrate investments in an industry, as concentration 
may be defined under the 1940 Act or the rules and regulations thereunder 
 (as such statute, rules or regulations may be amended from time to time) or
by guidance regarding, interpretations of, or exemptive orders under, the 
1940 Act or the rules or regulations thereunder published by appropriate  
regulatory authorities.                                                   

Discussion: While the 1940 Act does not define what constitutes           
"concentration" in an industry, the staff of the SEC has taken the position     
that investment of more than 25% of a fund's total assets in one or more        
issuers conducting their principal business activities in the same industry is  
concentration. Unlike the current policy, which specifies concentration as 25%  
of the Fund's total assets, the proposed change would permit the Fund to invest 
in an industry up to the prescribed limits under the 1940 Act and accompanying  
SEC interpretations, as those limits are updated from time to time.             

PROPOSAL 3.C. 
AMENDMENT OF FUNDAMENTAL POLICY REGARDING INVESTMENTS IN REAL ESTATE  

We are proposing to adopt a revised policy regarding investments in real  
estate that would read as follows:                                              

 The Fund may not purchase or sell real estate except that it may dispose of
real estate acquired as a result of the ownership of securities or other  
instruments. This restriction does not prohibit the Fund from investing in
securities or other instruments backed by real estate or in securities of 
companies engaged in the real estate business.                            

  Discussion: Under its current fundamental real estate investment policy, the
Fund may be restricted in its ability to purchase and sell real estate even     
when ownership of the real estate devolves upon the Fund through permissible    
investments. For instance, it is possible that the Fund could, as a result of   
an investment in debt securities of a company that deals in real estate, come   
to hold an interest in real estate in the event of a default. The proposed      
modification to the Fund's policy on real estate-related investments permits    
the sale of real estate when ownership of real estate results from permissible  
investments and clarifies that the Fund may invest in real estate-related       
securities and real estate-backed securities or instruments.                    

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PROPOSAL 3.D. 
AMENDMENT OF FUNDAMENTAL POLICY REGARDING INVESTMENTS IN COMMODITIES  

We are proposing to adopt a revised policy regarding investments in       
commodities that would read as follows:                                         

The Fund may not purchase or sell commodities regulated by the Commodity  
Futures Trading Commission under the Commodity Exchange Act or commodity  
contracts except for futures contracts and options on futures contracts.  

Discussion: The Fund's current fundamental policy on commodities does not 
permit investments in commodities. The proposed changes to the Fund's policy    
makes it clear that the Fund may use derivatives such as futures contracts and  
options on futures contracts. The Adviser discussed with the Board that it has  
no present intention to use such instruments. However, futures contracts and    
options on futures contracts are widely accepted as modern portfolio management 
tools and are regularly used by many investment companies and other             
institutional investors. The revised policy will give the Fund the flexibility  
to use these investment techniques.                                             

PROPOSAL 3.E. 
AMENDMENT OF FUNDAMENTAL POLICY 
ON MAKING LOANS 

We are proposing to adopt a revised policy on making loans that would read
as follows:                                                                     

The Fund may not make loans except through (i) the purchase of debt       
obligations in accordance with its investment objectives and policies;    
(ii) the lending of portfolio securities; (iii) the use of repurchase     
agreements; or (iv) the making of loans to affiliated funds as permitted  
 under the 1940 Act, the rules and regulations thereunder (as such statutes,
rules or regulations may be amended from time to time), or by guidance    
 regarding, and interpretations of, or exemptive orders under, the 1940 Act.

Discussion: The Fund's current policy prohibits the Fund from making loans
except that it may invest in debt obligations. The revised policy would give    
the Fund the flexibility to engage in lending transactions to the full extent   
permitted by the 1940 Act. The Adviser discussed with the Directors that it has 
no present intention of lending portfolio securities or changing the Fund's     
lending transactions. In the future, should the SEC staff modify the            
requirements governing loans by funds such as the Fund, the Fund would          
automatically be able to conform to those new requirements without the need to  
solicit stockholder approval.                                                   

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PROPOSAL 3.F. 
ELIMINATION OF FUNDAMENTAL POLICIES 
NOT REQUIRED BY LAW 

As noted above, the Fund has adopted a number of fundamental policies that
are not required under the 1940 Act. Some of these can be traced back to        
federal or state securities law requirements that were in effect when the Fund  
was organized in 1988. These restrictions have subsequently been made less      
restrictive or are no longer applicable to the Fund. For example, the National  
Securities Markets Improvement Act of 1996 ("NSMIA") preempted state regulation 
of fund offerings, so any state requirements no longer apply. As a result, many 
of the current restrictions unnecessarily limit the investment strategies       
available to the Adviser in managing the Fund's assets.                         

Other of the non-required fundamental policies are inconsistent with the  
Fund's proposed expanded investment focus. For example, the Fund has a          
fundamental policy requiring it to invest at least 65% of its total assets in   
Spanish equity securities. The Fund also operates under non-required            
fundamental policies restricting the percentages that the Fund can invest in    
fixed-income securities, non-Spanish equity securities, unlisted securities and 
the securities of a single issuer. We believe these policies are either         
inconsistent with the Fund's proposed expanded investment focus or              
unnecessarily restrictive in light of the operation of various laws and rules   
of the SEC governing the operations of investment companies like the Fund.      

Elimination of these fundamental policies would enable the Fund to take   
advantage of the maximum flexibility, currently or in the future, provided      
under the 1940 Act and the regulations and interpretations thereunder, the tax  
laws and under Maryland law. Elimination of these non-required fundamental      
policies would give the Fund the flexibility to pursue its proposed expanded    
investment focus, as described above, and to take advantage of certain          
investment techniques such as options transactions and American Depositary      
Receipts (ADRs) and European Depositary Receipts (EDRs) in managing the Fund.   
We are requesting that the stockholders approve the elimination of the          
following non-required fundamental policies:                                    

.   Requirement to invest at least 65% of total assets in Spanish equity    
securities                                                          

.   Prohibition on investing more than 35% of total assets in Spanish and   
certain other fixed-income securities                               

.   Prohibition on investing more than 10% of total assets in non-Spanish   
equity securities                                                   

 .   Prohibition on investing more than 15% of total assets in a single issuer
(measured at time of investment)                                    

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.   Prohibition on investing more than 25% of total assets in unlisted and  
non-readily marketable Spanish securities                           

.   Prohibitions on pledging, hypothecating, mortgaging or otherwise        
encumbering assets                                                  

.   Prohibitions on short sales or maintaining short positions              

.   Prohibition on investments for the purposes of exercising control       

.   Prohibitions on investments in oil, gas, mineral leases, etc.           

.   Prohibition on purchasing more than 10% of an issuer's voting securities

.   Prohibition on purchases of securities on margin                        

.   Prohibition on options transactions                                     

.   Prohibitions on investments in American Depositary Receipts and European
Depositary Receipts                                                 

The Board unanimously recommends that the stockholders vote FOR Proposals 
3.A. through 3.F. Approval of each of the Proposals set forth above (Proposals  
3.A. through 3.F.) requires the affirmative vote of the holders of a "majority  
of the outstanding voting securities" of the Fund as defined in the 1940 Act,   
which means the lesser of (i) 67% or more of the voting securities of the Fund  
present or represented by proxy, if the holders of more than 50% of the         
outstanding voting securities are present or represented by proxy, or (ii) more 
than 50% of the outstanding voting securities of the Fund.                      

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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), the Modification and Reclassification of Investment   
Objective (Proposal Two), and the Amendment or Elimination of Certain           
Fundamental Investment Policies (Proposal Three).                               

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 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, 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 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, 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. The approval of  
Proposals Two and Three requires the affirmative vote of the holders of a       
"majority of the outstanding voting securities" of the Fund, as defined in the  
1940 Act. Under the 1940 Act, a vote of the holders of a majority of the        
outstanding voting securities of the Fund means the vote of the holders of the  
lesser of: (i) 67% or more of the outstanding shares of the Fund present at the 
Meeting, if the holders of more than 50% of the outstanding shares are present  
or represented by proxy, or (ii) more than 50% of the outstanding shares of the 
Fund.                                                                           

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 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 Proposals. If any proposal, other than    
the Proposals, to be voted on by the stockholders of the Fund 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 Proposals are 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 Fund has engaged Georgeson Inc., 199 Water Street, 26/th/ Floor, New  
York, New York 10038, to assist in soliciting proxies for the Meeting. The Fund 
will pay Georgeson Inc. a fee of approximately $24,000 for its services, plus   
reimbursement of out-of-pocket expenses.                                        

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.                                                     

                                                        [Enlarge/Download Table]

                       Position(s) (Month and Year    Principal Occupation During    
Name, Address and Age  First Elected)                 Past 5 Years                   
---------------------  ------------------------------ -------------------------------
                                                                                     
Robert M. Keith, *     President and Chief Executive  See biography above.           
49                     Officer (2/09)                                                

Robert Alster, ***     Senior Vice President (11/06)  Senior Vice President of the   
48                                                    Adviser,** with which he has   
                                                      been associated since prior to 
                                                      2004.                          

Liliana C. Dearth, *   Senior Vice President (6/07)   Senior Vice President of the   
39                                                    Adviser,** with which she has  
                                                      been associated since prior to 
                                                      2004.                          

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                                                        [Enlarge/Download Table]

                       Position(s) (Month and Year     Principal Occupation During      
Name, Address and Age  First Elected)                  Past 5 Years                     
---------------------  ------------------------------- ---------------------------------
                                                                                        
Philip L. Kirstein, *  Senior Vice President and       Senior Vice President and        
64                     Independent Compliance Officer  Independent Compliance           
                       (10/04)                         Officer of the AllianceBernstein 
                                                       Funds, with which he has been    
                                                       associated since October 2004.   
                                                       Prior thereto, he was Of         
                                                       Counsel to Kirkpatrick &         
                                                       Lockhart, LLP from October       
                                                       2003 to October 2004, and        
                                                       General Counsel of Merrill       
                                                       Lynch Investment Managers,       
                                                       L.P. since prior to 2004.        

Phyllis J. Clarke, #   Controller (11/08)              Vice President of                
48                                                     AllianceBernstein Investor       
                                                       Services, Inc. ("ABIS"),** with  
                                                       which she has been associated    
                                                       since prior to 2004.             

Joseph J. Mantineo, #  Treasurer and Chief Financial   Senior Vice President of         
50                     Officer (7/06)                  ABIS,** with which he has        
                                                       been associated since prior to   
                                                       2004.                            

Emilie D. Wrapp, *     Secretary (11/05)               Senior Vice President, Assistant 
53                                                     General Counsel and Assistant    
                                                       Secretary of ABI,** with which   
                                                       she has been associated since    
                                                       prior to 2004.                   

--------                                                                        
*  1345 Avenue of the Americas, New York, NY 10105.                             
** An affiliate of the Fund.                                                    
***AllianceBernstein Limited, 50 Berkeley Street, London WIJ 3HA England.       
#  AllianceBernstein Investor Services, Inc., 135 W 50/th/ Street, New York,    
New York 10020.                                                           

Stock Ownership                                                                 

  The outstanding voting shares of the Fund as of the Record Date consisted of
8,905,699 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.                                            

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Managed Distribution Policy                                                     

As previously announced, on July 30, 2009 the Board approved suspension of
the Fund's managed distribution policy, effective after the distribution in the 
third quarter of 2009, under which the Fund made quarterly payments to          
stockholders amounting to at least 10% of the Fund's total net assets each      
year. The Board approved the suspension primarily because of its concern that   
the policy may result in returns of capital to stockholders due to insufficient 
net investment income and net realized gains available to pay the               
distributions. Returns of capital would decrease the Fund's assets and lead to  
increases in the Fund's expense ratio. In reviewing the managed distribution    
policy, the Board also considered, among other things: the history of the       
policy and the composition of payouts thereunder in recent times; the view of   
several investment bankers that it is prudent for closed-end funds, especially  
funds of relatively modest size such as the Fund, to avoid returns of capital;  
the recent severe decline in the equity values including Spanish equities; the  
potential impact on the Fund's share price of elimination of the policy; the    
fact that managed distribution policies are popular with certain stockholders;  
the Fund's trading price history and the Fund's distribution history; and the   
Adviser's advice that the policy, if not suspended, could result in the Fund    
returning capital to stockholders in respect of 2009.                           

Audit Committee Report                                                          

The following Audit Committee Report was adopted by the Audit Committee of
the Fund.                                                                       

 The Audit Committee operates pursuant to a written charter, a copy of which
may be found on the Adviser's website http://www.alliancebernstein.com (click   
on US Investors & Financial Advisors/Investment Products/Mutual                 
Funds/Closed-End). The purposes of the Audit Committee are to (1) assist the    
Board in its oversight of (i) the integrity of the Fund's financial statements  
and the independent audit thereof; (ii) the Fund's compliance with legal and    
regulatory requirements; (iii) the independent registered public accounting     
firm's independence, qualifications and performance; and (iv) the Fund's        
compliance with applicable laws by receiving reports from counsel who believe   
they have credible evidence of a material violation of law by the Fund or by    
someone owing a fiduciary or other duty to the Fund; and (2) to prepare this    
report. As set forth in the Audit Committee Charter, management of the Fund is  
responsible for the preparation, presentation and integrity of the Fund's       
financial statements, the Fund's accounting and financial reporting principles  
and internal controls and procedures designed to assure compliance with         
accounting standards and applicable laws and regulations. The independent       
registered public accounting firm is responsible for auditing the Fund's        
financial statements and expressing an opinion as to their conformity with      
generally accepted accounting principles.                                       

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In the performance of its oversight function, the Audit Committee has     
considered and discussed the audited financial statements with management and   
the independent registered public accounting firm of the Fund. The Audit        
Committee has also discussed with the independent registered public accounting  
firm the matters required to be discussed by Statement on Auditing Standards    
No. 61, Communication with Audit Committees, as currently in effect. The Audit  
Committee has also considered whether the provision of any non-audit services   
not pre-approved by the Audit Committee provided by the Fund's independent      
registered public accounting firm to the Adviser and to any entity controlling, 
controlled by or under common control with the Adviser that provides ongoing    
services to the Fund is compatible with maintaining the independent registered  
public accounting firm's independence. Finally, the Audit Committee has         
received the written disclosures and the letter from the independent registered 
public accounting firm required by 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 period.                                                           

Submitted by the Audit Committee of the Fund's Board                      

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

Approval of Independent Registered Public Accounting Firm by the Board          

The Audit Committee of the Fund is responsible for the appointment,       
compensation, retention and oversight of the work of the Fund's independent     
registered public accounting firm. In addition, the Board of the Fund approved  
the                                                                             

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independent registered public accounting firm of the Fund as required by the    
1940 Act on the date specified below. At a Meeting of the Board on November 13, 
2008, the Board approved by the vote, cast in person, of a majority of the      
Directors who are not "interested persons" of the Fund, KPMG LLP ("KPMG"), an   
independent registered public accounting firm, to audit the Fund's accounts for 
the fiscal year ending November 30, 2009.                                       

KPMG has audited the Fund's accounts since November 16, 2006 and has      
represented that it does not have any direct financial interest or any material 
indirect financial interest in the Fund. Representatives of KPMG are expected   
to attend the Meeting, to have the opportunity to make a statement and to       
respond to appropriate questions from stockholders.                             

Independent Registered Public Accounting Firm's Fees                            

 The following table sets forth the aggregate fees billed by the independent
registered public accounting firm for the Fund's last two fiscal years for      
professional services rendered for: (i) the audit of the Fund's annual          
financial statements included in the Fund's annual reports to stockholders;     
(ii) assurance and related services that are reasonably related to the          
performance of the audit of the Fund's financial statements and are not         
reported under (i), which include advice and education on accounting and        
auditing issues and quarterly press release reviews; (iii) tax compliance, tax  
advice and tax return preparation; and (iv) aggregate non-audit services        
provided to the Fund, the Fund's Adviser and entities that control, are         
controlled by or under common control with the Adviser that provide ongoing     
services to the Fund ("Service Affiliates"), which include conducting an annual 
internal control report pursuant to Statement on Auditing Standards No. 70. No  
other services were provided by the independent registered public accounting    
firm to the Fund during this period.                                            

                                                                [Download Table]

                                              All Fees for Non-Audit 
                                             Services Provided to the
                                              Fund, the Adviser and  
      Audit Fees Audit Related Fees Tax Fees    Service Affiliates   
      ---------- ------------------ -------- ------------------------
                                                                     
2007   $41,000           $0          $7,000          $346,407        
2008   $42,700           $0          $9,950          $388,300        

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 2008 are for services pre-approved by 
the Fund's Audit Committee. The amounts                                         

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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 2008 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.

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 21, 2009,
Banco Bilbao-Vizcaya, S.A., with an address of Plaza de le Castella, 81, Planta 
24, Azca Tower, Madrid, Spain, beneficially owned an aggregate of 1,500,000     
shares, or approximately 17%, 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 ("2010 Annual Meeting of Stockholders")     
must be received by the Fund by May 25, 2010 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                                    

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submitted in accordance with the Fund's Bylaws. To be presented at the 2010     
Annual Meeting of Stockholders, a stockholder proposal that is not otherwise    
includable in the proxy statement for the 2010 Annual Meeting of Stockholders   
must be delivered by a stockholder of record to the Fund no sooner than April   
25, 2010 and not later than May 25, 2010. It is likely that the next annual     
meeting will be held earlier in 2010, in which case, a stockholder proposal     
would need to be delivered not earlier than 150 days and not later than 120     
days prior to the meeting or the tenth day following the day the meeting is     
publicly announced.                                                             

The persons named as proxies for the 2010 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 25,  
2010 and not later than May 25, 2010 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

Robert M. Keith 
President       

September 22, 2009                                                              

New York, New York                                                              

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                                                                [Download Table]

TABLE OF CONTENTS                Page
-------------------------------- ----
                                     
Introduction....................   1 
Proposal One: Election of            
 Directors......................   2 
Proposal Two: Modification and       
 Reclassification of Investment      
 Objective......................  11 
Proposal Three: Amendment or         
 Elimination of Certain              
 Fundamental Investment              
 Policies.......................  14 
Proxy Voting and Stockholder         
 Meeting........................  20 
Other Information...............  21 
Information as to the Fund's         
 Investment Adviser and              
 Administrator..................  26 
Other Matters...................  26 
Submission of Proposals for the      
 Next Annual Meeting of              
 Stockholders...................  26 

                                                          The Spain Fund, Inc.

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

[LOGO]                                                              
ALLIANCEBERNSTEIN                                                               

--------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING                                                        
OF STOCKHOLDERS AND                                                             
PROXY STATEMENT                                                                 

September 22, 2009                                                              

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[PROXY CARD (VERSION SENT TO BROKERS ONLY)]                                     

PROXY - THE SPAIN FUND, INC.                                                    

PROXY IN  CONNECTION  WITH THE  ANNUAL  MEETING  OF  STOCKHOLDERS  TO BE HELD ON
November 9, 2009                                                                

THIS PROXY IS  SOLICITED  ON BEHALF OF THE BOARD OF DIRECTORS OF THE CORPORATION

The  undersigned  stockholder of The Spain Fund,  Inc., a Maryland  corporation,
hereby  appoints  Carol H. Rappa and Stephen J.  Laffey,  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 9, 2009 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 the
Annual  Meeting.  The  Board  of  Directors  knows of no  reason  why any of the
nominees for the Board of Directors  would be unable to serve,  but in the event
any  nominee is unable to serve or for good cause  will not serve,  the  proxies
received  indicating  a vote in  favor  of such  nominee  will  be  voted  for a
substitute nominee as the Board of Directors may recommend.                     

IF THIS  PROXY  IS  PROPERLY  EXECUTED,  THE  VOTES  ENTITLED  TO BE CAST BY THE
UNDERSIGNED WILL BE CAST AS INSTRUCTED ON THE REVERSE SIDE HEREOF. IF THIS PROXY
IS PROPERLY  EXECUTED BUT NO INSTRUCTION IS GIVEN, THE VOTES ENTITLED TO BE CAST
BY THE  UNDERSIGNED  WILL BE CAST  "FOR" THE  ELECTION  OF EACH OF THE  NOMINEES
REFERRED TO IN  PROPOSAL  ONE AS  DIRECTORS,  "FOR" THE  PROPOSED  CHANGE IN THE
FUND'S  FUNDAMENTAL  INVESTMENT  OBJECTIVE  AND  RECLASSIFICATION  OF THE FUND'S
PROPOSED  INVESTMENT  OBJECTIVE AS  NON-FUNDAMENTAL  (PROPOSAL  TWO),  "FOR" THE
PROPOSED  AMENDMENTS  TO, OR ELIMINATION  OF, CERTAIN OF THE FUND'S  FUNDAMENTAL
INVESTMENT  RESTRICTIONS  (PROPOSAL  THREE),  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 Proposals.          

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  nominees  listed  and FOR
Proposals 2 and 3.                                                              

1.   Election of Directors - Class Two Nominees (terms expire 2012)             

01 - Robert M. Keith                                                  
02 - William H. Foulk, Jr.                                            
03 - Antonio Eraso                                                    

/_/  Mark here to vote FOR all nominees                                         

/_/  Mark here to WITHHOLD vote from all nominees                               

/_/  For all EXCEPT - To withhold a vote for one or more nominees,  mark the box
to the left and the corresponding  numbered box(es) to the right.     
/_/ 01  /_/ 02  /_/ 03                                                

2.   Modification and Reclassification of Investment Objective.                 

/_/  FOR                                                                        

/_/  AGAINST                                                                    

/_/  ABSTAIN                                                                    

3.   Amendment or Elimination of Certain Fundamental Investment Policies:       

3A.  Senior Securities and Borrowing.                                 

/_/  FOR                                                              

/_/  AGAINST                                                          

/_/  ABSTAIN                                                          

    3B. Concentrating  Investments  in  a  Particular  Industry  or  Group  of
Industries.                                                   

/_/  FOR                                                              

/_/  AGAINST                                                          

/_/  ABSTAIN                                                          

3C. Investments in Real Estate.                                       

/_/  FOR                                                              

/_/  AGAINST                                                          

/_/  ABSTAIN                                                          

3D.  Investments in Commodities.                                      

/_/  FOR                                                              

/_/  AGAINST                                                          

/_/  ABSTAIN                                                          

3E. Making Loans.                                                     

/_/  FOR                                                              

/_/  AGAINST                                                          

/_/  ABSTAIN                                                          

3F. Elimination of Non-Required Fundamental Policies.                 

/_/  FOR                                                              

/_/  AGAINST                                                          

/_/  ABSTAIN                                                          

4.   To vote and otherwise  represent the  undersigned on any other matters that
     may  properly  come  before  the  Annual  Meeting  or any  postponement  or
adjournment thereof, in the discretion of the proxy holder(s).        

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

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

Signature 1 - Please keep signature within the box                              

[______________________________]                                                

Signature 2 - Please keep signature within the box                              

[______________________________]                                                

Date (mm/dd/yyyy)                                                               

[______________________________]                                                

DEF 14A
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[PROXY CARD (VERSION SENT TO NON-BROKERS ONLY)]                                 

PROXY - THE SPAIN FUND, INC.                                                    

PROXY IN CONNECTION WITH THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON       
November 9, 2009                                                                

THIS PROXY IS  SOLICITED  ON BEHALF OF THE BOARD OF DIRECTORS OF THE CORPORATION

The  undersigned  stockholder of The Spain Fund,  Inc., a Maryland  corporation,
hereby  appoints  Carol H. Rappa and Stephen J.  Laffey,  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 9, 2009 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 the
Annual  Meeting.  The  Board  of  Directors  knows of no  reason  why any of the
nominees for the Board of Directors  would be unable to serve,  but in the event
any  nominee is unable to serve or for good cause  will not serve,  the  proxies
received  indicating  a vote in  favor  of such  nominee  will  be  voted  for a
substitute nominee as the Board of Directors may recommend.                     

IF THIS  PROXY  IS  PROPERLY  EXECUTED,  THE  VOTES  ENTITLED  TO BE CAST BY THE
UNDERSIGNED WILL BE CAST AS INSTRUCTED ON THE REVERSE SIDE HEREOF. IF THIS PROXY
IS PROPERLY  EXECUTED BUT NO INSTRUCTION IS GIVEN, THE VOTES ENTITLED TO BE CAST
BY THE  UNDERSIGNED  WILL BE CAST  "FOR" THE  ELECTION  OF EACH OF THE  NOMINEES
REFERRED TO IN  PROPOSAL  ONE AS  DIRECTORS,  "FOR" THE  PROPOSED  CHANGE IN THE
FUND'S  FUNDAMENTAL  INVESTMENT  OBJECTIVE  AND  RECLASSIFICATION  OF THE FUND'S
PROPOSED  INVESTMENT  OBJECTIVE AS  NON-FUNDAMENTAL  (PROPOSAL  TWO),  "FOR" THE
PROPOSED  AMENDMENTS  TO, OR ELIMINATION  OF, CERTAIN OF THE FUND'S  FUNDAMENTAL
INVESTMENT  RESTRICTIONS  (PROPOSAL  THREE),  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 Proposals.          

PLEASE  VOTE,  DATE,  AND SIGN ON THE  REVERSE  SIDE AND  RETURN  THE PROXY CARD
PROMPTLY; YOU MAY USE THE ENCLOSED ENVELOPE.                                    

DEF 14A
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Annual Meeting Proxy Card                                                       

A    Proposals                                                                  

The  Board of  Directors  urges  you to vote  FOR all  nominees  listed  and FOR
Proposals 2 and 3.                                                              

1.   Election of Directors - Class Two Nominees (terms expire 2012)             

01 - Robert M. Keith                                                  
02 - William H. Foulk, Jr.                                            
03 - Antonio Eraso                                                    

/_/  Mark here to vote FOR all nominees                                         

/_/  Mark here to WITHHOLD vote from all nominees                               

/_/  For all EXCEPT - To withhold a vote for one or more  nominees, mark the box
to the left and the corresponding numbered box(es) to the right.                

/_/ 01  /_/ 02  /_/ 03                                                

2.   Modification and Reclassification of Investment Objective.                 

/_/  FOR                                                                        

/_/  AGAINST                                                                    

/_/  ABSTAIN                                                                    

3.   Amendment or Elimination of Certain Fundamental Investment Policies:       

3A.  Senior Securities and Borrowing.                                 

/_/ FOR                                                             

/_/  AGAINST                                                          

/_/  ABSTAIN                                                          

    3B. Concentrating  Investments  in  a  Particular  Industry  or  Group  of
Industries.                                                   

/_/  FOR                                                              

/_/  AGAINST                                                          

/_/  ABSTAIN                                                          

3C. Investments in Real Estate.                                       

/_/  FOR                                                              

/_/  AGAINST                                                          

/_/  ABSTAIN                                                          

3D.  Investments in Commodities.                                      

/_/  FOR                                                              

/_/  AGAINST                                                          

/_/  ABSTAIN                                                          

3E. Making Loans.                                                     

/_/  FOR                                                              

/_/  AGAINST                                                          

/_/  ABSTAIN                                                          

3F. Elimination of Non-Required Fundamental Policies.                 

/_/  FOR                                                              

/_/  AGAINST                                                          

/_/  ABSTAIN                                                          

4.   To vote and otherwise  represent the  undersigned on any other matters that
     may  properly  come  before  the  Annual  Meeting  or any  postponement  or
adjournment thereof, in the discretion of the proxy holder(s).        

B  Non-Voting Items                                                             

Change of Address - Please print new address below                              

__________________________________________________                              

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)                                                               

[__________________________________]                                            

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEF 14A’ Filing		Date		First		Last			Other Filings
		5/25/10		34		35
		4/25/10		35
		11/30/09		33					N-CSR,  NSAR-B
For Period End:		11/9/09		2		39			PRE 14A
Filed on / Effective on:		9/22/09		2		36
		9/21/09		4		34
		8/31/09		16					N-PX,  N-Q
		7/30/09		10		31
		12/31/08		16
		11/30/08		16					N-CSR,  NSAR-B
		11/13/08		33					3
		11/16/06		33					3
		5/6/03		33
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