SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. __)
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[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
The Ibero-America Fund, Inc.
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(Name of Registrant as Specified In Its Charter)
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if other than the Registrant)
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[_] Fee paid previously with preliminary materials.
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THE IBERO-AMERICA FUND, INC.
1345 Avenue of the Americas
New York, New York 10105
July 13, 2011
Dear Stockholders:
The Board of Directors (the "Directors") of The Ibero-America Fund, Inc. (the
"Fund"), a Maryland corporation, is pleased to invite you to a Special Meeting
of Stockholders (the "Meeting") to be held on August 31, 2011. At the Meeting,
you will be asked to consider and act upon a proposal to liquidate and dissolve
the Fund (the "Liquidation").
Under Maryland law, the Fund must obtain your approval to liquidate and
dissolve the Fund. Therefore, the Fund's Directors have scheduled the Meeting
on August 31, 2011, to seek your approval of the liquidation and the
dissolution of the Fund. The Liquidation is described in more detail in the
attached Proxy Statement. The Directors have concluded that the proposal is in
the best interests of the Fund. The Directors unanimously recommend that you
vote "FOR" the Liquidation.
We welcome your attendance at the Meeting. If you are unable to attend, we
encourage you to authorize the proxy holders to cast your votes. Computershare,
a professional proxy solicitation firm (the "Proxy Solicitor"), 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
PROXY STATEMENT
THE IBERO-AMERICA 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 Special Meeting of Stockholders (the
"Notice") of The Ibero-America Fund, Inc. (the "Fund") and Proxy Statement,
which provide you with information you should review before voting on the
proposal to liquidate and dissolve the Fund (the "Liquidation"), which will
be presented at a Special Meeting of Stockholders (the "Meeting") on
August 31, 2011. This document also solicits votes of the Fund's
stockholders on the Liquidation by requesting that the stockholders approve
the Liquidation, pursuant to the Plan of Liquidation and Dissolution dated
as of June 8, 2011 (the "Plan").
On June 8, 2011, the Fund's Board of Directors (the "Directors") approved
and declared advisable the Liquidation and directed that the Liquidation be
submitted to the stockholders for approval at the Meeting. You are receiving
this proxy material because you own shares of the Fund. Each stockholder of
record of the Fund as of the close of business on Thursday, July 7, 2011
(the "Record Date") has the right under applicable legal requirements to
vote on the Liquidation. The Liquidation will not occur unless the Fund's
stockholders approve it.
Q. WHO IS ASKING FOR MY VOTE?
A. The Board of Directors of the Fund is asking you to vote at the Meeting
regarding the proposed Liquidation of the Fund, as set forth in the Plan of
Liquidation and Dissolution adopted by the Board of Directors of the Fund.
Q. WHO IS ELIGIBLE TO VOTE?
A. Stockholders of record on 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 sell
or have sold the shares.
Each share of common stock is entitled to one vote. Shares represented by
properly executed proxies, unless revoked before or at the Meeting, will be
voted according to stockholders' instructions. If you sign and return a
proxy card but do not fill in a vote, your shares will be voted "FOR" the
Liquidation.
Q. HOW WILL THE LIQUIDATION WORK?
A. If the Fund's stockholders approve the Liquidation, the Fund immediately
thereafter will not engage in any business activities, except to wind up its
business, convert its portfolio securities to cash, and make one or more
liquidating distributions to stockholders. A material amount may be withheld
from the liquidating distributions for liabilities related to potential
litigation involving the Fund and its Directors and Officers. More
information on liquidating distributions is provided in "Liquidating
Distributions" section for Proposal One.
Q. WHY IS THE LIQUIDATION BEING PROPOSED?
A. In January 2010 the Fund's stockholders approved a new investment objective
and investment policy changes and the Fund adopted its current name and
implemented its new strategy. However, developments since such time resulted
in a re-evaluation of the Fund's viability in its current form and led the
Fund's investment adviser, AllianceBernstein L.P. (the "Adviser"), to
recommend, and the Directors to approve, the Liquidation. Among the factors
leading to the determination to recommend and approve the Liquidation were
concerns about the Fund's size, expenses, discount to net asset value
("NAV") and changes to the Fund's stockholder base. The Adviser and the
Board considered alternatives to the Liquidation, including, among other
things, the possibility of a merger with other AllianceBernstein closed- or
open-end funds or unaffiliated funds, open-ending the Fund, and a tender
offer or open market share purchases. In light of factors such as the Fund's
relatively unique investment strategy and portfolio, size, and expenses, the
Directors concluded that the Fund would not be an attractive merger
candidate. In addition, the Fund did not appear to be an attractive
investment alternative as an open-end fund, particularly in view of
significant redemptions that would likely occur following open-ending, which
would further reduce its size and increase its operating expenses
significantly. Tender offers and open market purchases of shares would
adversely affect the Fund's expense ratio and may not reduce the Fund's
discount to NAV long-term. After considering the Adviser's recommendation
and the factors discussed in the Proxy Statement, the Board concluded that
the Liquidation is in the best interests of the Fund. If the Fund's
stockholders do not approve the Liquidation, the Directors will consider
whether another course of action would benefit the Fund and its stockholders.
Q. WHEN WILL THE LIQUIDATION AND DISTRIBUTIONS TO STOCKHOLDERS OCCUR?
A. If the Fund's stockholders approve the Liquidation, the Fund expects to make
liquidating distributions to stockholders within approximately one month of
such approval.
Q. WHY IS THE BOARD REQUESTING MY VOTE?
A. Maryland law requires the Fund to obtain stockholder approval prior to the
liquidation and dissolution of the Fund. Consequently, the Board is seeking
your vote on the Liquidation.
Q. HOW DOES THE BOARD RECOMMEND I VOTE?
A. The Board recommends that you vote "FOR" the Liquidation.
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 Computershare (the
"Proxy Solicitor") at 866-456-7828) 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 866-456-7828.
THE IBERO-AMERICA FUND, INC.
1345 Avenue of the Americas
New York, New York 10105
Toll Free (800) 221-5672
Notice of Special Meeting of Stockholders
August 31, 2011
To the Stockholders of The Ibero-America Fund, Inc.:
Notice is hereby given that a Special Meeting of Stockholders (the "Meeting")
of The Ibero-America Fund, Inc., a Maryland corporation (the "Fund"), will be
held at the offices of the Fund, 1345 Avenue of the Americas, 41st Floor, New
York, New York 10105, on Wednesday, August 31, 2011 at 3:30 p.m. Eastern Time,
for the following purposes, all of which are more fully described in the
accompanying Proxy Statement dated July 13, 2011:
To approve a proposal to liquidate and dissolve the Fund, as set forth
in the Plan of Liquidation and Dissolution adopted by the Board of
Directors of the Fund.
Any stockholder of record of the Fund at the close of business on July 7, 2011
is entitled to notice of, and to vote at, the Meeting or any postponement or
adjournment thereof. The enclosed proxy is being solicited on behalf of the
Board of Directors.
By Order of the Board of Directors,
Emilie D. Wrapp
Secretary
New York, New York
July 13, 2011
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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. You may also, by telephone or through the
Internet, authorize proxies to cast your vote. To do so, please follow the
instructions on the enclosed Proxy Card. Your vote is very important no matter
how many shares you own. Please complete, date, sign and return your proxy
promptly in order to save the Fund any additional cost of further proxy
solicitation and in order for the Meeting to be held as scheduled.
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AllianceBernstein(R) and the AB Logo are registered trademarks and service
marks used by permission of the owner, AllianceBernstein L.P.
TABLE OF CONTENTS
PAGE
----
Introduction........................................................ 1
Proposal One: Approval of The Liquidation and Dissolution of the
Fund................................................................ 2
Proxy Voting and Stockholder Meeting................................ 10
Other Information................................................... 11
Information as to the Fund's Investment Adviser and Administrator... 11
Other Matters....................................................... 11
Submission of Proposals for the Next Annual Meeting of Stockholders. 12
Reports to Stockholders............................................. 13
Appendix A: Plan of Liquidation and Dissolution..................... 14
PROXY STATEMENT
THE IBERO-AMERICA FUND, INC.
1345 Avenue of the Americas
New York, New York 10105
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Special Meeting of Stockholders
August 31, 2011
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Introduction
This is a Proxy Statement for The Ibero-America Fund, Inc., a Maryland
corporation (the "Fund"). The Fund's Board of Directors (the "Directors") is
soliciting proxies for a Special Meeting of Stockholders of the Fund (the
"Meeting") to consider and vote on a proposal to liquidate and dissolve the
Fund (the "Liquidation"), as set for in the Plan of Liquidation and Dissolution
attached hereto as Appendix A.
The Directors are sending you this Proxy Statement to ask for your vote on the
Liquidation. The Meeting will be held at the offices of the Fund, 1345 Avenue
of the Americas, New York, New York 10105, on Wednesday, August 31, 2011 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 Special Meeting, Proxy Statement and Proxy
Card are being mailed to stockholders on or about July 15, 2011.
Any stockholder who owned shares of the Fund at the close of business on
Thursday, July 7, 2011 (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 Wednesday, August 31, 2011. The Proxy
Statement is available on the Internet at
www.alliancebernstein.com/abfundsproxy.
1
PROPOSAL ONE
APPROVAL OF THE LIQUIDATION AND DISSOLUTION OF THE FUND
Introduction
The Fund is a closed-end investment company registered under the Investment
Company Act of 1940 (the "1940 Act"). The Fund's net assets, as of June 30,
2011, were approximately $70 million. Because of its relatively small asset
size, the Fund has higher operating expenses than many other funds, which
adversely affect the Fund's returns. The Fund has for the past three years
traded at a discount to NAV, which was as of April 29, 2011, 11.80%, and which
was as of June 7, 2011 (the day prior to the announcement of the proposed
liquidation of the Fund), 6.96%. For the reasons discussed below, the Directors
have declared advisable, approved, and recommended that stockholders approve,
the liquidation and dissolution of the Fund (the "Liquidation"). If the Fund's
stockholders do not approve the Liquidation, the Fund will continue its
operations and the Directors will consider whether another course of action
would be in the best interests of the Fund and its stockholders.
Background and Reasons for the Proposal
At a meeting of the Directors on June 8, 2011 (the "June Meeting"), the Adviser
recommended that the Directors approve and recommend to the Fund's stockholders
for their approval the Plan of Liquidation and Dissolution dated as of June 8,
2011 (the "Plan").
In 2008, the Adviser recommended to the Directors the liquidation of the Fund
in light of: (i) the Adviser's view that broadly diversified funds provide a
risk and return profile that better suits most investors than a fund with a
more narrow geographical focus (at the time, the Fund focused on investments in
Spanish equity securities); (ii) a deterioration of the Spanish economy
generally, which had resulted in recent performance declines, and the Adviser's
expectation that such deterioration and negative performance would continue;
(iii) the trading of the Fund's shares at a significant discount after many
years of trading at a premium; and (iv) an increasing expense ratio as a result
of reduced assets. After considering the Adviser's proposal, the Directors did
not approve the liquidation of the Fund as they did not conclude that it would
be in the best interests of the Fund at that time. Subsequently at the
Directors' request, in July 2009 the Adviser recommended that the Fund broaden
its investment focus along with related investment policy changes. The new
investment objective and policies were approved by the Directors and
stockholders and became effective in early 2010. They allowed the Fund to
expand its investment focus beyond Spain 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.
The Fund's name was changed from "The Spain Fund, Inc." to its current name,
"The Ibero-America Fund, Inc."
2
Subsequently, the Directors have considered the effect of the changes to the
Fund's investment policies along with the other factors discussed below from
the point of view of the interests of the Fund and its stockholders. After
careful consideration, the Directors (including all Directors who are not
"interested persons" of the Fund, the Adviser or its affiliates) determined
that the Liquidation would be in the best interests of the Fund. The Directors
approved the Plan and the Liquidation and recommended that the stockholders of
the Fund vote in favor of the Liquidation.
The Adviser presented the following for the Directors to consider with respect
to the proposed Liquidation:
. The Fund conducted its initial public offering on October 27, 1988, and
raised approximately $128 million in the offering. The Fund's current net
assets, as of April 30, 2011, are approximately $75 million, which
represents a 45% decline in net assets from its ten-year high of
approximately $137 million in October 2007. The Fund's average net assets
for the fiscal year to date period ended April 30, 2011 were $72 million.
The Fund's NAV per share has declined from $15.56, as of October 31, 2007,
to $8.29, as of April 30, 2011, a decrease of approximately 46%.
. For several years, the Adviser and the Board have undertaken various steps
to reduce the Fund's operating expenses. Despite reductions in custody,
audit and advisory fees and primarily because of its relatively small
size, the Fund still has a relatively high expense ratio compared with
those of many other closed-end funds in the Fund's peer group. The Fund's
expense ratio has been rising with the decline in its assets in recent
years. It increased from 1.20% in October 2007 to 1.84% as of April 30,
2011 and has at times during the past year been as high as 2.16%.
. From June 2001 to May 2008, the Fund's shares generally traded at a
premium to NAV, occasionally of as much as 20%. Since May 2008, the Fund's
shares have traded at a discount, at times more than 20%. The Fund's
discount to NAV was, as of April 29, 2011, 11.80%. During the period from
May 2008 to April 2011, the high NAV was $12.26 as of May 16, 2008 and the
low NAV was $4.55 as of March 9, 2009. The Adviser believes that the
reversal of the discount and the decline of the Fund's net assets
reflected, in part, the decline in the Spanish economy as well as factors
affecting the world stock markets and closed-end funds generally. The
changes to the Fund's investment policies have not, to date, had the
effect of reducing the Fund's discount. Given the limited opportunities
for growth available to a closed-end fund, the Adviser did not anticipate
that the Fund's assets will grow significantly. While closed-end funds can
raise assets by conducting rights offerings, the Fund would still be
relatively small even if it undertook a substantial rights offering. The
Adviser noted that liquidation of the Fund would allow stockholders to
realize the Fund's NAV and avoid the discount to NAV that they would
currently realize if they sold their shares in the market.
3
. The Adviser discussed with the Directors that the Fund's recent absolute
performance has been mixed but historically the Fund's relative
performance has been good. For the one-, three-, five- and ten-year
periods ended April 30, 2011, the Fund returned 20.66%, -4.82%, 4.60% and
8.55%, respectively, at NAV, as compared to the returns of its primary
benchmark, the Madrid Stock Exchange General Index, of 18.59%, -7.03%,
3.67%, and 10.12% over the same periods. For the period January 1, 2010
through April 30, 2011 (the period since the Fund's new policies were
implemented), the Fund returned 4.01% while the Madrid Stock Exchange
General Index and the MSCI Emerging Markets Latin American Index returned
2.56% and 11.94%, respectively.
. Among the alternatives to liquidation of the Fund considered was a merger
within the AllianceBernstein family of funds. The Adviser noted that it
did not believe that there is another suitable partner for the Fund within
the AllianceBernstein family of closed-end funds. All of the other
AllianceBernstein closed-end funds are fixed-income funds. Their
investment mandates are dissimilar to the regional equity security focus
of the Fund. The Adviser also discussed with the Directors the possibility
of a merger with an AllianceBernstein open-end fund. No other
AllianceBernstein open-end fund concentrates its investments in equity
securities in the same regions as does the Fund and none of the Funds has
any significant overlapping portfolio securities holdings. The Adviser
noted that these other potential mergers would be unlikely to qualify as
tax-free reorganizations. The Adviser was unable to recommend to the
Directors that pursuing a combination with any of the AllianceBernstein
closed- or open-end funds would be in the Fund's stockholders' best
interests.
. The Adviser also discussed with the Directors that it does not believe
that the Fund would be an attractive merger candidate outside the
AllianceBernstein family of closed-end funds, given its small size and
investment strategy. The other closed-end funds in the same Lipper
category as the Fund are primarily single-country funds and most of these
funds have lower expense ratios than the Fund. None of these funds is
likely to consider the Fund an attractive merger candidate because of the
Fund's focus on investments in Ibero-America. In addition, any such merger
would be unlikely to qualify as a tax-free reorganization.
. The Fund has unrealized capital gains as of May 31, 2011, of approximately
$20.64 million, or approximately $2.32 per share, and capital loss
carryforwards of approximately $1.78 million or $0.20 per share. Any
undistributed income or realized capital gain in the Fund would be
distributed prior to the final liquidating distribution paid to
stockholders. In a liquidation, the liquidating distribution paid to a
stockholder is compared to a stockholder's initial investment cost to
determine taxability. Because the Adviser does not have information about
the cost basis or holding period of an average stockholder, the Adviser
was unable to predict whether most shareholders will realize a gain or
loss.
. The Adviser discussed with the Directors that it could not recommend the
conversion of the Fund from a closed-end investment company to an open-end
4
investment company or a merger with an open-end investment company outside
the AllianceBernstein family of funds. Fund stockholders may find
open-ending the Fund an attractive alternative because it would allow
stockholders desiring liquidity to redeem their shares at NAV at times of
such stockholders' choosing. In the Adviser's experience, however,
open-ending would undoubtedly result in significant redemption activity,
which would increase the Fund's expense ratio. Also, if the Fund were to
operate as an open-end fund, it would need to attract new investors. Even
if the Adviser believed in the desirability of such a fund, the Fund would
need to adopt a distribution plan pursuant to Rule 12b-1 under the
Investment Company Act of 1940 in order to support sales in the broker
channel. Distribution fees would increase the Fund's expense ratio.
Therefore, the Adviser did not believe that open-ending the Fund was in
the stockholders' best interests. For the same reasons, the Adviser did
not believe the Fund would be an attractive merger candidate for an
open-end fund outside the AllianceBernstein family. In addition, selling
the Fund to a replacement investment adviser would be challenging,
primarily because of the Fund's small size.
. Other methods of addressing the Fund's discount, such as tender offers and
open market stock repurchase were also discussed. The Fund's discount is
consistent with an industry trend present in all closed-end fund
categories. While a tender offer or open market purchases for the Fund's
shares might effect a temporary reduction in the discount, the Adviser's
experience with other closed-end funds demonstrates that these efforts do
not have a lasting effect. Furthermore, a reduction in the Fund's net
assets would only increase the Fund's expense ratio.
. The Fund has two large institutional stockholders who together own
approximately 36% of the Fund's outstanding shares. Both of these
stockholders have expressed support for the liquidation and dissolution of
the Fund. In addition, one of those stockholders recently submitted a
proposal for consideration at the Fund's next annual meeting that
recommends that the Directors approve and submit to stockholders a
proposal to liquidate the Fund. Based on changes to the Fund's stockholder
base, the Adviser and the Directors believed that such proposal, if
presented, would be approved by stockholders.
. Given the foregoing, the Adviser recommended to the Directors the
Liquidation because it believed that the Liquidation was in the best
interests of the Fund.
At the June Meeting, the Directors (with the advice and assistance of
independent counsel) considered the above factors and also considered, among
other things:
. The Plan and the terms and conditions of the Liquidation;
. The costs of the Liquidation (largely those for legal, printing and proxy
solicitation expenses), estimated to be approximately $125,000, which will
be borne by the Fund; and
. The Adviser's agreement to maintain insurance policies comparable to the
existing policies covering the Fund and the Fund's Directors and officers
for any
5
claims relating to acts or omissions prior to the Liquidation in respect of
the Fund for at least six years.
Based on the foregoing, the Directors determined that the Liquidation was in
the best interests of the Fund and recommended it to the stockholders for their
approval.
Summary of Plan of Liquidation and Resolution
The following summary is not complete. A copy of the Plan is attached hereto as
Appendix A. Stockholders are urged to read the Plan in its entirety.
Effective Date of the Plan and Cessation of the Fund's Activities as an
Investment Company
The Plan will become effective if the Liquidation is approved by the holders of
at least a majority of the outstanding shares of the Fund entitled to vote at
the Meeting (the "Effective Date"). After the Effective Date, the Fund will
cease its business as an investment company and will not engage in any business
activities except for the purpose of winding up its business and affairs,
preserving the value of its assets, discharging or making reasonable provision
for the payment of all of the Fund's liabilities, including contingent
liabilities if any, and distributing its remaining assets to stockholders in
accordance with the Plan.
Closing of Books and Transfer and Trading of Shares
The proportionate interests of stockholders in the assets of the Fund will be
fixed on the basis of their respective share holdings on or about the Effective
Date. On such date, the books of the Fund will be closed. Thereafter, unless
the books of the Fund are reopened because the Plan cannot be carried into
effect under the laws of the State of Maryland or otherwise, the stockholders'
respective interests in the Fund's assets will not be transferable by the
negotiation of share certificates. Prior to the Effective Date, the New York
Stock Exchange ("NYSE") may remove the Fund's shares from listing at any time
if an event shall occur or conditions exist that, in the opinion of the NYSE,
make further dealings on the NYSE inadvisable. The Fund expects that the shares
will continue trading on the NYSE until the Effective Date and will not trade
thereafter.
Liquidating Distributions
The distribution of the Fund's assets will be made in one or more cash payments
in complete Liquidation of the Fund. The first distribution of the Fund's
assets (the "First Distribution") is expected to consist of cash representing
all or a substantial portion of the assets of the Fund, less an estimated
amount necessary to discharge any (a) unpaid liabilities and obligations of the
Fund on the Fund's books on the date of the First Distribution, and (b) such
other liabilities as the Board of Directors may reasonably deem to exist
against the assets of the Fund on the Fund's books, including any contingent
liabilities. The Fund believes that an institutional stockholder that has
6
been critical of certain past actions involving the Fund has considered
potential litigation against the Fund and its Directors. The Fund has discussed
a release of any potential claims by such person against the Fund, its
Directors and Officers in the event the Liquidation Proposal, which such
stockholder supports, is approved. If such a release is not provided, the
Fund's Directors may determine to include in such estimated amount up to $2
million related to the potential litigation, which would be 2.86% of NAV as of
June 30, 2011. To the extent any funds are reserved and not used in any such
litigation within up to six years of the Effective Date, they would be paid out
in one or more subsequent Liquidating Distributions. Any such amount would be
invested in bank deposits pending use or distribution and no advisory fee would
be payable thereon. Subsequent distributions (each a "Distribution" and
together with the First Distribution and all other Distributions, the
"Liquidating Distributions"), if any, will consist of cash from any assets
remaining after accrual of expenses, the proceeds of any sale of assets of the
Fund under the Plan not sold prior to earlier Distributions and any other
miscellaneous income of the Fund. The Directors will set the record date and
the payment date for the First Distribution and each subsequent Distribution.
If the stockholders approve the Liquidation on August 31, 2011, the Fund
expects to make the Liquidating Distributions by approximately the end of
September 2011.
The Plan provides that the Directors have the authority to authorize such
variations from, or amendments of, the provisions of the Plan (other than the
terms governing Liquidating Distributions) as may be necessary or appropriate
to effect the Liquidation and the distribution of its net assets to
stockholders in accordance with the purposes to be accomplished by the Plan.
The transfer agent is Computershare Trust Company N.A., P.O. Box 43010,
Providence, Rhode Island 02940. It can be reached at (866) 456-7828. All
stockholders will receive information concerning the sources of the Liquidating
Distribution. Upon filing of the Articles of Dissolution, all outstanding
shares of the Fund will be deemed cancelled.
Distribution Amounts and Expenses of Liquidation
The amounts to be distributed to stockholders of the Fund upon liquidation will
be reduced by any remaining expenses of the Fund, including the expenses of the
Fund in connection with this solicitation and with the liquidation and
portfolio transaction costs, as well as any costs incurred in resolving any
claims that may arise against the Fund. The Fund will bear all of the expenses
incurred by the Fund in carrying out the Plan. These expenses are estimated to
be approximately $125,000. Actual liquidation expenses and portfolio
transaction costs may vary from these estimates. Any increase in such costs
will be funded from the cash assets of the Fund and will reduce the amount
available for distribution to stockholders.
Federal Tax Considerations
The following is a general summary of the significant federal income tax
consequences of the Plan to the Fund and its stockholders and is limited in
scope. This
7
summary is based on the tax laws and applicable Treasury regulations in effect
on the date of this Proxy, all of which are subject to change by legislative or
administrative action, possibly with retroactive effect. The Fund has not
sought a ruling from the Internal Revenue Service (the "IRS") with respect to
the federal income tax consequences to the Fund or its stockholders that will
result from the Fund's Liquidation. The statements below are not binding upon
the IRS or a court, and there is no assurance that the IRS or a court will not
take a view contrary to those expressed below.
This summary addresses significant federal income tax consequences of the Plan,
but does not discuss state or local tax consequences of the Plan. Implementing
the Plan may impose unanticipated tax consequences on stockholders or affect
stockholders differently, depending on their individual circumstances.
Stockholders are encouraged to consult with their own tax advisers to determine
the particular tax consequences that may be applicable in connection with the
Plan.
The Liquidating Distributions received by a stockholder may consist of three
elements: (i) a capital gain dividend to the extent of any net long-term
capital gains recognized by the Fund during its final tax year; (ii) an
ordinary income dividend to the extent the amount of the Fund's ordinary income
and short-term capital gains earned during its final tax year that has not
previously been distributed exceeds the Fund's expenses for the year; and
(iii) a distribution treated as payment for the stockholder's shares. As of
May 31, 2011, the Fund had accumulated net unrealized capital gains of $20.64
million, or $2.32 per share, and expects to realize significant net gains on
the sale of assets in connection with the Liquidation. Therefore, it is
currently expected that stockholders may have a significant capital gain
dividend in the distribution. However, the composition of the actual
Liquidating Distributions may vary due to changes in market conditions and the
composition of the Fund's portfolio at the time its assets are sold. Based on
the Fund's current unrealized gains, the Fund will likely need to make a
pre-closing distribution prior to Liquidation.
Prior to the last day of the Fund's final taxable year, the Directors will
authorize any capital gain dividend and ordinary income dividend to be
distributed prior to the payment of the Liquidating Distribution. Within 60
days after the close of the Fund's final taxable year, the Fund will notify
stockholders as to the portion, if any, of the Liquidating Distribution that
constitutes a capital gain dividend and the portion that constitutes an
ordinary income dividend (as well as any amounts qualifying for a credit or
deduction against foreign taxes paid by the Fund).
Since the Fund expects to retain its qualification as a regulated investment
company ("RIC") under the Internal Revenue Code (the "Code"), during the
liquidation period it does not expect to be taxed on any of its net capital
gains realized from the sale of its assets or ordinary income earned. In the
unlikely event that the Fund should lose its status as a RIC during the
liquidation process, the Fund would be subject to taxes that would reduce any
or all of the three types of Liquidating Distributions, and result in the
inability of the Fund to pass through to its stockholders credits against
foreign taxes paid.
8
Any portion of a Liquidating Distribution paid under the Plan out of ordinary
income or realized long-term capital gains will be taxed under the Code, in the
same manner as any other distribution of the Fund. Accordingly, such amounts
will be treated as ordinary income or long-term capital gains, if so designated.
The balance of any amount (after accounting for the capital gain dividend and
ordinary income dividend positions of the Liquidating Distributions) received
upon liquidation will be treated for federal income tax purposes as a payment
in exchange for a stockholder's shares in the Fund. A stockholder will
recognize a taxable gain or loss on such exchange equal to the difference
between the amount of the payment and the stockholder's tax basis in its Fund
shares. Any such gain or loss will be a capital gain or capital loss if the
stockholder holds its shares as capital assets. In such event, any recognized
gain or loss will constitute a long-term capital gain or long-term capital
loss, as the case may be, if the Fund's shares were held for more than one year
by the stockholder at the time of the exchange. Under current law, long-term
capital gains are taxed to non-corporate stockholders at a maximum tax rate of
15%. If the stockholder held its Fund shares for not more than one year at the
time of the deemed exchange, any gain or loss will be a short-term capital gain
or loss. Short-term capital gains are taxed to non-corporate stockholders at
the graduated income tax rates applicable to ordinary income. Corporate
stockholders should note that there is no preferential federal income tax rate
applicable to long-term capital gains derived by corporations under the Code.
Accordingly, all income recognized by a corporate stockholder pursuant to the
Liquidation, regardless of its character as capital gains or ordinary income,
will be subject to tax at the regular graduated federal corporate income tax
rates.
Under the Code, certain non-corporate stockholders may be subject to backup
withholding tax (currently at a rate of 28%) on the Liquidating Distribution
they receive from the Fund. Generally, stockholders subject to backup
withholding will be those for whom no taxpayer identification number is on file
with the Fund, those who, to the Fund's knowledge, have furnished an incorrect
number, and those who underreport their tax liability. An individual's taxpayer
identification number is his or her social security number. Certain
stockholders specified in the Code may be exempt from backup withholding. The
backup withholding tax is not an additional tax. Rather, it may be credited
against a taxpayer's federal income tax liability.
Impact of the Plan on the Fund's Status under the 1940 Act and State Law
As noted above, on the Effective Date, the Plan provides that the Fund will
cease doing business as a registered investment company and, as soon as
practicable, will apply for deregistration under the 1940 Act. A vote in favor
of the Plan will constitute a vote in favor of the Fund's deregistration under
the 1940 Act. Until the Fund's deregistration as an investment company becomes
effective, the Fund, as a registered investment company, will continue to be
subject to and will comply with the 1940 Act.
9
After the Effective Date, pursuant to the Maryland General Corporation Law and
the Fund's Charter and Bylaws, Articles of Dissolution will be executed,
acknowledged and filed with the State Department of Assessments and Taxation of
Maryland, and will become effective in accordance with the Maryland General
Corporation Law. Upon the effective date of such Articles of Dissolution, the
Fund will be legally dissolved, but thereafter the Fund will continue to exist
for the purpose of paying, satisfying, and discharging any existing debts or
obligations, collecting and distributing its assets, and doing all other acts
required to liquidate and wind up its business and affairs, but not for the
purpose of continuing the business for which the Fund was organized.
Appraisal Rights
Stockholders will not be entitled to appraisal rights under Maryland law in
connection with the Plan.
The Board unanimously recommends that the stockholders vote FOR Proposal One.
Approval of Proposal One requires the affirmative vote of a majority of the
votes entitled to be cast.
PROXY VOTING AND STOCKHOLDER MEETING
All properly executed and timely received proxies will be voted at the Meeting
in accordance with the instructions marked thereon or as otherwise provided
therein. Accordingly, unless instructions to the contrary are marked, proxies
solicited on behalf of the Board will be voted for the Liquidation and
Dissolution of the Fund (Proposal One). If no specification is made on a
properly executed proxy, it will be voted for the matters specified on the
Proxy Card.
Those stockholders who hold shares directly and not through a broker or nominee
(that is, the stockholders 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 telephone or internet. Instructions to be
followed by a stockholder of record to submit a proxy via telephone or through
the Internet, including use of the Control Number on the stockholder's Proxy
Card, are designed to verify stockholder identities, to allow stockholders to
give voting instructions and to confirm that stockholder instructions have been
recorded properly. Stockholders who authorize proxies by telephone or through
the Internet should not also return a Proxy Card. A stockholder of record may
revoke that stockholder's proxy at any time prior to exercise thereof by giving
written notice to the Secretary of the Fund at 1345 Avenue of the Americas, New
York, New York 10105, by authorizing a later-dated proxy (either by signing and
mailing another Proxy Card or by telephone or through the Internet, as
indicated above), or by personally attending and voting at the Meeting. Owners
of shares held through a broker or nominee (who is the stockholder of record
for those shares) should follow directions provided by the broker or nominee to
submit voting instructions.
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"
10
(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 an affirmative vote of the holders of a
majority of the votes entitled to be cast. Abstentions and broker non-votes
will be considered present for purposes of determining the existence of a
quorum for the transaction of business but will have the effect of a vote
against the Proposal. Under Maryland law, the only matters that may be acted on
at a special meeting of stockholders are those stated in the notice of the
special meeting. Accordingly, other than procedural matters relating to the
proposal to approve the Liquidation, no other business may properly come before
the Meeting. If any such procedural matter requiring a vote of stockholders
should arise, the persons named as proxies will vote on such procedural matter
in accordance with their discretion.
A quorum for the Meeting will consist of the presence in person or by proxy of
the holders of a majority of the total outstanding shares of the Fund. In the
event that a quorum is not present at the Meeting or, even if a quorum is so
present, in the event that sufficient votes in favor of the position
recommended by the Board on the Proposal is not timely received, the Chairman
of the Board may adjourn the Meeting with no other notice than announcement at
the Meeting, in order to permit further solicitation of proxies.
The Fund has engaged Computershare, P.O. Box 43010, Providence, Rhode Island
02940, to assist in soliciting proxies for the Meeting, including contacting
stockholders by telephone or other electronic means to solicit stockholders on
behalf of the Fund. Computershare will receive a total fee of approximately
$10,000 for its services, which will be borne by the Fund. Other costs of the
proxy solicitation will also be borne by the Fund.
OTHER INFORMATION
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.
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.
11
OTHER MATTERS
Under Maryland law, the only matters that may be acted on at a special meeting
of stockholders are those stated in the notice of the special meeting.
Accordingly, other than procedural matters relating to the proposal to approve
the Liquidation, no other business may properly come before the Meeting. If any
such procedural matter requiring a vote of stockholders should arise, the
persons named as proxies will vote on such procedural matter in accordance with
their discretion.
Control Persons and Principal Holders of Securities
Based on the most recent publicly available data as of July 12, 2011, City of
London Investment Group PLC, with an address of 77 Gracechurch Street, London
EC3V 0AS, England, beneficially owned an aggregate of 924,587 shares, or
approximately 10.3%, of the outstanding common stock of the Fund.
Based on the most recent publicly available data as of May 11, 2011, Banco
Bilbao Vizcaya Argentaria, S.A., with an address of Paseo de la Castellana 81,
Madrid 28046, Spain, beneficially owned an aggregate of 1,500,000 shares, or
approximately 16.84%, of the outstanding common stock of the Fund.
SUBMISSION OF PROPOSALS FOR THE NEXT ANNUAL MEETING OF STOCKHOLDERS
If the Proposal is approved, the Fund does not intend to hold another annual
meeting. However, if the Proposal is not approved or if the Liquidation does
not occur, the Fund will hold an annual meeting. As noted in the proxy for the
last year's annual meeting, proposals of stockholders intended to be presented
at the next annual meeting of stockholders of the Fund ("2011 Annual Meeting of
Stockholders") should have been received by the Fund by May 30, 2011 for
inclusion in the Fund's proxy statement and proxy card relating to that
meeting. The submission by a stockholder of a proposal for inclusion in the
proxy statement does not guarantee that it would be included. In addition,
stockholder proposals are subject to certain requirements under the federal
securities laws and the Maryland General Corporation Law and must be submitted
in accordance with the Fund's Bylaws. To be presented at the 2011 Annual
Meeting of Stockholders, a stockholder proposal that is not otherwise
includable in the proxy statement for the 2011 Annual Meeting of Stockholders
should have been delivered by a stockholder of record to the Fund no sooner
than April 30, 2011 and not later than May 30, 2011.
The persons named as proxies for the 2011 Annual Meeting of Stockholders will,
with respect to the proxies in effect at the meeting, have discretionary
authority to vote on any matter presented by a stockholder for action at that
meeting because the Fund had not received notice of the matter sooner than
April 30, 2011 or later than May 30, 2011, or as otherwise provided in the
preceding paragraph. If the Fund receives such timely notice, these persons
will not have this authority except as provided in the applicable rules of the
SEC.
12
REPORTS TO STOCKHOLDERS
The Fund will furnish each person to whom this Proxy Statement is delivered
with a copy of the Fund's latest annual report to stockholders and its
subsequent semi-annual report to stockholders, if any, upon request and without
charge. To request a copy, please call AllianceBernstein Investments, Inc. at
(800) 227-4618 or write to Maria Brison at AllianceBernstein L.P., 1345 Avenue
of the Americas, New York, New York 10105.
By Order of the Board of Directors
Emilie D. Wrapp
Secretary
July 13, 2011
New York, New York
13
APPENDIX A - PLAN OF LIQUIDATION AND DISSOLUTION
The Ibero-America Fund, Inc.
Plan of Liquidation and Dissolution
This Plan of Liquidation and Dissolution (the "Plan") of The Ibero-America
Fund, Inc. (the "Fund"), a Maryland corporation and a closed-end management
investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), is intended to accomplish the complete liquidation
and dissolution of the Fund in conformity with the laws of the State of
Maryland.
WHEREAS, on June 8, 2011, the Fund's Board of Directors (the "Board")
unanimously determined that it is advisable to dissolve the Fund; and
WHEREAS, the Board has considered and approved this Plan as the method of
liquidating and dissolving the Fund and has directed that the dissolution of
the Fund be submitted to the stockholders of the Fund (the "Stockholders") for
their consideration;
NOW, THEREFORE, the liquidation and dissolution of the Fund shall be carried
out in the manner hereinafter set forth:
1. Effective Date of Plan. The Plan shall be and become effective only upon
the approval of dissolution of the Fund by the Stockholders entitled to
cast at least a majority of the votes entitled to be cast on the matter
at a duly called meeting of the Stockholders at which a quorum is
present. The day of such approval by the Stockholders is hereinafter
called the "Effective Date".
2. Cessation of Business. After the Effective Date, the Fund shall cease
its business as an investment company and shall not engage in any
business activities except for the purposes of winding up its business
and affairs, preserving the value of its assets, discharging or making
reasonable provision for the payment of all of the Fund's liabilities as
provided in Section 5 herein, and distributing its remaining assets to
the Stockholders in accordance with this Plan.
3. Fixing of Interests and Closing of Books. The proportionate interests of
Stockholders in the assets of the Fund shall be fixed on the basis of
their respective shareholdings at the close of business on the Effective
Date, or on such later date as may be determined by the Board (the
"Determination Date"). On the Determination Date, the books of the Fund
shall be closed. Thereafter, unless the books are reopened because the
Plan cannot be carried into effect under the laws of the State of
Maryland or otherwise, the Stockholders' respective interests in the
Fund's assets shall not be transferable by operation of law and the
Fund's shares will cease to be traded on the New York Stock Exchange,
Inc. (the "NYSE").
14
4. Notice of Liquidation. As soon as practicable after the Effective Date,
the Fund shall mail notice to its known creditors, if any, at their
addresses as shown on the Fund's records, that this Plan has been
approved by the Board of Directors and the Stockholders and that the
Fund will be liquidating its assets, to the extent such notice is
required under the Maryland General Corporation Law (the "MGCL").
5. Liquidation of Assets and Payment of Debts. As soon as is reasonable and
practicable after the Effective Date, all portfolio securities of the
Fund shall be converted to cash or cash equivalents. As soon as
practicable after the Effective Date, the Fund shall pay, or make
reasonable provision to pay in full all known or reasonably
ascertainable liabilities of the Fund incurred or expected to be
incurred prior to the date of the final Liquidating Distribution
provided for in Section 6 below.
6. Liquidating Distributions. In accordance with Section 331 of the
Internal Revenue Code of 1986, as amended, the Fund's assets are
expected to be distributed by two or more cash payments in complete
cancellation of all the outstanding shares of stock of the Fund. The
first distribution of the Fund's assets (the "First Distribution") is
expected to consist of cash representing a substantial portion of the
assets of the Fund, less an estimated amount necessary to discharge any
(a) unpaid liabilities and obligations of the Fund on the Fund's books
on the First Distribution date, and (b) liabilities as the Board of
Directors shall reasonably deem to exist against the assets of the Fund
on the Fund's books, including any contingent liabilities. Each
subsequent distribution (each a "Distribution" and together with the
First Distribution and all other Distributions, the "Liquidating
Distribution") will consist of cash from any assets remaining after
payment of expenses, the proceeds of any sale of assets of the Fund
under the Plan not sold prior to the earlier Distributions and any other
miscellaneous income to the Fund. The Board, or a duly authorized
committee thereof, will set the record date and payment date for the
First Distribution and each subsequent Distribution.
7. Expenses of the Liquidation and Dissolution of the Fund. The Fund shall
bear all of the expenses incurred in carrying out this Plan.
8. Deregistration as an Investment Company. Upon completion of the
Liquidating Distribution, the Fund shall file with the Securities and
Exchange Commission an application for an order declaring that the Fund
has ceased to be an investment company.
9. Dissolution. As promptly as practicable, but in any event no earlier
than 20 days after the mailing of notice to the Fund's known creditors,
if any, the Fund shall be dissolved in accordance with the laws of the
State of Maryland and the Fund's charter, including filing Articles of
Dissolution with the State Department of Assessments and Taxation of
Maryland.
15
Once dissolved, if any additional assets remain available for
distribution to the Stockholders, the Board may provide such notices to
Stockholders and make such distributions in the manner provided by the
MGCL.
10.Additional Actions and Amendments. Without limiting the power of the
Board under Maryland law and the Fund's charter, the Board and, subject
to the discretion of the Board or a duly authorized committee thereof,
the officers of the Fund, shall have authority to do or authorize any or
all acts and things as they may consider necessary or desirable to carry
out the purposes of the Plan, including, without limitation, the
execution and filing of all certificates, documents, information
returns, tax returns, forms and other papers which may be necessary or
appropriate to implement the Plan or which may be required by the
provisions of Maryland law, the 1940 Act, the Securities Act of 1933, as
amended, the Securities Exchange Act of 1934, as amended, or the NYSE.
The Board shall have the authority to authorize such variations from, or
amendments of, the provisions of the Plan (other than the terms
governing Liquidating Distributions) as may be necessary or appropriate
to effect the liquidation and dissolution of the Fund and the
distribution of its net assets to Stockholders in accordance with the
purposes to be accomplished by the Plan.
16
IA-103537-0711
[GRAPHIC]
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[FORM OF PROXY CARD]
PROXY - THE IBERO-AMERICA FUND, INC.
PROXY IN CONNECTION WITH THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 31, 2011
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE IBERO-AMERICA
FUND, INC.
The undersigned stockholder of The Ibero-America Fund, Inc., a Maryland
corporation, hereby appoints Nancy E. Hay and Carol H. Rappa, or either of them,
as proxies for the undersigned, with full power of substitution in each of them,
to attend the Special Meeting of Stockholders of the Corporation (the "Special
Meeting") to be held at 3:30 p.m., Eastern Time, on August 31, 2011 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 Special
Meeting and otherwise to represent the undersigned with all powers possessed by
the undersigned if personally present at such Special Meeting. The undersigned
hereby acknowledges receipt of the Notice of Special Meeting and accompanying
Proxy Statement and revokes any proxy previously given with respect to such
Special Meeting.
IF THIS PROXY CARD IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE
UNDERSIGNED WILL BE CAST AS SPECIFIED. IF THIS PROXY CARD IS PROPERLY EXECUTED
BUT NO SPECIFICATION IS MADE FOR THE PROPOSAL, THE VOTES ENTITLED TO BE CAST BY
THE UNDERSIGNED WILL BE CAST "FOR" THE PROPOSAL AS DESCRIBED IN THE PROXY
STATEMENT. ADDITIONALLY, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL
BE CAST IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY
PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
Please refer to the proxy statement for a discussion of the Proposal.
PLEASE VOTE, DATE, AND SIGN ON THE REVERSE SIDE AND RETURN THE PROXY CARD
PROMPTLY; YOU MAY USE THE ENCLOSED ENVELOPE.
Special Meeting Proxy Card
A Proposal
Approval of the liquidation and dissolution of the Fund in accordance with the
Plan of Liquidation and Dissolution of the Fund attached to the Proxy Statement
as Appendix A.
FOR AGAINST ABSTAIN
[_] [_] [_]
To vote and otherwise represent the undersigned on any other matter that may
properly come before the Meeting, any postponement or adjournment thereof,
including any matter incidental to the conduct of the Meeting, in the discretion
of the Proxy holder(s).
Please check here if you plan to attend the Meeting.
[_] I WILL ATTEND THE MEETING.
------------------
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)
-----------------------------------
SK 00250 0031 1209116