SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number: 811-05189 The Spain Fund, Inc. (Exact name of registrant as specified in charter) AllianceBernstein L.P. 1345 Avenue of the Americas, New York, New York l0105 (Address of Principal Executive Office) (Zip Code) Registrant's Telephone Number, including Area Code: (800) 221-5672 EMILIE D. WRAPP AllianceBernstein L.P. 1345 Avenue of the Americas New York, New York l0105 (Name and address of agent for service) Copies of communications to: Kathleen K. Clarke 1200 G Street, N.W. Washington, D.C. 20005 Date of fiscal year end: November 30 Date of reporting period: July 1, 2007 - June 30, 2008 Item 1. Proxy Voting Record. ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-05189 Reporting Period: 07/01/2007 - 06/30/2008 The Spain Fund, Inc. ============================= THE SPAIN FUND, INC. ============================= ACCIONA S.A Ticker: Security ID: E0008Z109 Meeting Date: JUN 19, 2008 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Individual and Consolidated For For Management Financial Statements and Statutory Reports 2 Receive Individual and Consolidated For For Management Management Reports; Approve Discharge of Directors 3 Approve Allocation of Income and For For Management Dividends 4 Reelect Deloitte, S.L. as Auditors For For Management 5 Fix Number of Directors; Elect Directors For Abstain Management (Bundled) 6 Approve Share Award Plan For For Management 7 Authorize Repurchase of Shares For For Management 8 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- ACS, ACTIVIDADES DE CONSTRUCCION Y SERVICIOS S.A Ticker: ACS Security ID: E7813W163 Meeting Date: MAY 25, 2008 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Allocation of Income 2 Receive Annual Corporate Governance For For Management Report 3 Approve Discharge Directors For For Management 4 Elect Miguel Fluxa Rosello as Board For Against Management Member (Consejero Dominical) 5 Amend Articles 3, 4, 11, and 16 of the For For Management General Meeting Guidelines 6 Receive Report on Changes Made to Board For For Management Guidelines 7 Authorize Repurchase of Shares For For Management 8 Appoint Auditors For For Management 9 Cancell Treasury Shares via Amortization For For Management 10 Authorize Board to Ratify and Execute For For Management Approved Resolutions 11 Approve Minutes of Meeting For For Management -------------------------------------------------------------------------------- ALTADIS S.A. (FORMERLY TABACALERA, S.A.) Ticker: ALT Security ID: E0432C106 Meeting Date: DEC 18, 2007 Meeting Type: Special Record Date: DEC 11, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Article 24 and 24.1 Re: Voting For For Management Rights and Adoption of Resolutions, and Disclosure of Results 2 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- AMERICA MOVIL, S.A.B. DE C.V. Ticker: AMXVF Security ID: P0280A101 Meeting Date: APR 29, 2008 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Directors for Class L Shares For Abstain Management (Bundled) 2 Designate Inspector or Shareholder For For Management Representative(s) of Minutes of Meeting -------------------------------------------------------------------------------- BANCO BILBAO VIZCAYA ARGENTARIA, S.A. Ticker: Security ID: E11805103 Meeting Date: MAR 13, 2008 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Individual and Consolidated For For Management Financial Statements and Statutory Reports; Approve Allocation of Income and Distribution of Dividends for the Year Ended December 31, 2007; Approve Discharge of Directors 2 Amend Article 34 of Company Bylaws Re: For For Management Reducing the Maximum and Minimum Number of Board Members 3 Amend Article 36 Re: Lenght of Term and For For Management Reelection Related to the Board of Director Members for a Period of Three Years Instead of Five Years 4.1 Reelect Jose Ignacio Goirigolzarri For For Management Tellaeche 4.2 Reelect Roman Knorr Borras For For Management 5 Authorize Increase in Capital via For For Management Issuance of Fixed Debt Securities Non-Convertible up to the Amount of EUR 50 Billion 6 Authorize Issuance of For For Management Convertible/Exchangeable Debt Securities up to EUR 9 Billion in Accordance with Art. 159.2 of Company Law with the Possibility of Excluding Preemptive Rights 7 Authorize Share Repurchase For For Management 8 Elect Auditors For For Management 9 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- BANCO SANTANDER CENTRAL HISPANO (FRMLY BANCO SANTANDER) Ticker: Security ID: E19790109 Meeting Date: JUL 26, 2007 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Authorize Issuance of Shares with For For Management Preemptive Rights 2 Authorize Issuance of Convertible Bonds For For Management Without Preemptive Rights 3 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- BANCO SANTANDER S.A. Ticker: Security ID: E19790109 Meeting Date: JUN 20, 2008 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Individual and Consolidated For For Management Financial Statements and Statutory Reports and Discharge Directors for Fiscal Year Ended December 31, 2007 2 Approve Allocation of Income For For Management 3.1 Ratify Juan Rodriguez Inciarte to the For For Management Board of Directors 3.2 Reelect Luis Alberto Salazar-Simpson Bos For For Management to the Board of Directors 3.3 Reelect Luis Angel Rojo Duque to the For For Management Board of Directors 3.4 Reelect Emilio Botin-Sanz de Sautuola y For For Management Garcia de los Rios to the Board of Directors 4 Ratify Auditors For For Management 5 Authorize Repurchase of Shares in For For Management Accordance With Article 75 of Corporate Law; Void Authorization Granted on June 23, 2007 6 Approve New Corporate Bylaws and Void For For Management Effective Ones 7 Amend Article 8 of the General Meeting For For Management Guidelines 8 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights in Accordance to Article 153 1.a) of the Spanish Corporate Law; Void Authorization Granted at the AGM held on June 23, 2007 9 Grant Board Authorization to Issue For For Management Convertible and/or Exchangeable Debt Securities without Preemptive Rights 10 Authorize Issuance of Non-Convertible For For Management Fixed Income Securities 11.1 Approve Bundled Incentive Plans Linked to For For Management Predetermined Requirements such as Total Return Results and EPS 11.2 Approve Savings Plan for Abbey National For For Management Plc' Employees and other Companies of Santander Group in the U.K. 12 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- CLINICA BAVIERA, SA. Ticker: Security ID: E3240H101 Meeting Date: MAY 19, 2008 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Individual and Consolidated For For Management Financial Statements, Allocation of Income, and Discharge Directors 2 Approve Remuneration of Directors For For Management 3 Approve Stock Option Plan For Against Management 4 Approve Annual Corporate Governance For For Management Report 5 Elect Directors (Bundled) For Against Management 6 Authorize Repurchase of Shares For For Management 7 Appoint Auditors For For Management 8 Authorize Board to Ratify and Execute For For Management Approved Resolutions 9 Approve Minutes of Meeting For For Management -------------------------------------------------------------------------------- CORPORACION FINANCIERA ALBA, S. A. Ticker: Security ID: E33391132 Meeting Date: MAY 28, 2008 Meeting Type: Annual/Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Consolidated and Individual For For Management Financial Statements and Statutory Reports for Fiscal Year Ended 12-31-07 2 Approve Discharge of Management Board for For For Management Fiscal Year Ended 12-31-07 3 Approve Allocation of Income and For For Management Dividends 4.1 Reelect Carlos March Delgado as a For For Management Director 4.2 Reelect Alfredo Lafita Pardo as a For For Management Director 4.3 Ratify Fernando Casado Juan as a Director For For Management 4.4 Elect Juan March de la Lastra as a For For Management Director 5 Ratify External Auditors for the Company For For Management and Consolidated Group 6 Approve Remuneration of Directors For For Management 7 Authorize Repurchase of Shares For For Management 8 Approve EUR 1.7 Million Reduction in For For Management Stated Capital via Cancellation of Treasury Shares; Modification of Article 5 of Company Bylaws 9 Approve Standard Accounting Transfers of For For Management EUR 442,000 to Voluntary Reserves from Legal Reserves Resulting from Capital Reductions 10 Approve Stock Option Plan For For Management 11 Authorize Board to Ratify and Execute For For Management Approved Resolutions 12 Approve Minutes of Meeting For For Management -------------------------------------------------------------------------------- CRITERIA CAIXACORP SA Ticker: Security ID: E3641N103 Meeting Date: JUN 5, 2008 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports for the Year Ended on December 31, 2007; and Discharge Directors 2 Approve Allocation of Income and For For Management Dividends for the Year Ended on December 31, 2007 3 Fix Number of Directors Within the Limits For Against Management Established in Article 32 of Corporate Bylaws; Elect Directors 4 Authorize Repurchase of Shares For For Management 5 Ratify Auditors For For Management 6 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- EADS, EUROPEAN AERONAUTIC DEFENCE & SPACE N.V. Ticker: EAD Security ID: F17114103 Meeting Date: OCT 22, 2007 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Board Report For Did Not Management Vote 2 Amend Articles of Association For Did Not Management Vote 3 Elect Rudiger Grube to Board of Directors For Did Not Management Vote 4 Elect Louis Gallois to Board of Directors For Did Not Management Vote 5 Elect Rolf Bartke to Board of Directors For Did Not Management Vote 6 Elect Dominique D`Hinnin to Board of For Did Not Management Directors Vote 7 Elect Juan Manuel Eguiagaray Ucelay to For Did Not Management Board of Directors Vote 8 Elect Arnaud Lagardere to Board of For Did Not Management Directors Vote 9 Elect Hermann Josef Lamberti to Board of For Did Not Management Directors Vote 10 Elect Lakshmi N. Mittal to Board of For Did Not Management Directors Vote 11 Elect John Parker to Board of Directors For Did Not Management Vote 12 Elect Michel Peberau to Board of For Did Not Management Directors Vote 13 Elect Bodo Uebber to Board of Directors For Did Not Management Vote -------------------------------------------------------------------------------- EADS, EUROPEAN AERONAUTIC DEFENCE & SPACE N.V. Ticker: EAD Security ID: F17114103 Meeting Date: MAY 26, 2008 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Board Report Including Chapter on For Did Not Management Corporate Governance, Policy on Vote Dividends, and Remuneration Policy 2 Approve Financial Statements For Did Not Management Vote 3 Approve Allocation of Income and For Did Not Management Dividends of EUR 0.12 per Share Vote 4 Approve Discharge of Directors For Did Not Management Vote 5 Ratify Ernst and Young as Auditors For Did Not Management Vote 6 Approve Cancellation of Shares For Did Not Management Repurchased by the Company Vote 7 Authorize Repurchase of Up to Ten Percent For Did Not Management of Issued Share Capital Vote -------------------------------------------------------------------------------- EBRO PULEVA (AZUCARERA EBRO AGRICOLAS ) Ticker: Security ID: E38028135 Meeting Date: JUN 8, 2008 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For Did Not Management Statutory Reports, and Allocation of Vote Income and Distribution of Dividend for the Year Ended December 31, 2007 2 Approve Discharge of Directors for Fiscal For Did Not Management Year 2007 Vote 3 Ratify Auditors For Did Not Management Vote 4 Aanalyze possible Spin-Off Agreement of For Did Not Management the Sugar Business and Related Vote Agroindustrial Businesses and Authorize the Board of Directors to Approve this Operation 5 Authorize Repurchase of Shares in For Did Not Management Accordance With Article 75 of Corporate Vote Law 6 Ratify Felix Hernandez to the Board of For Did Not Management Directors Vote 7 Authorize Funding of Ebro Puleva For Did Not Management Foundation Vote 8 Present Remuneration Report for the Year For Did Not Management Ended December 31, 2007 Vote 9 Receive Explanatory Report in Accordance None Did Not Management With Article 116 of Stock Market Law Vote Relating to Items in the Management Report 10 Receive Corporate Governance Report None Did Not Management Vote 11 Authorize Board to Ratify and Execute For Did Not Management Approved Resolutions Vote -------------------------------------------------------------------------------- EDP-ENERGIAS DE PORTUGAL S.A Ticker: Security ID: X67925119 Meeting Date: APR 10, 2008 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Individual and Consolidated For Did Not Management Financial Statements and Statutory Vote Reports for Fiscal 2007 2 Approve Allocation of Income and For Did Not Management Dividends Vote 3 Approve Discharge of Management and For Did Not Management Oversight Bodies Vote 4 Authorize Repurchase and Reissuance of For Did Not Management Shares Vote 5 Authorize Repurchase and Reissuance of For Did Not Management Bonds Vote 6 Elect Supervisory Board Members For Did Not Management Vote 7 Amend Articles For Did Not Management Vote -------------------------------------------------------------------------------- ENAGAS SA Ticker: Security ID: E41759106 Meeting Date: OCT 30, 2007 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Article 6-BIS in Compliance with For Against Management Law of Jul. 2, 12/2007 Re: Limits to Participation in Company's Capital in Compliance with 2 Fix Number of and Elect Xavier de Irala For For Management Estevez Representing Shareholder Bilbao Bizkaia Kutxa 3 Amend Remuneration of Directors for 2007 For For Management Fiscal Year 4 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- ENAGAS SA Ticker: Security ID: E41759106 Meeting Date: APR 24, 2008 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Individual and Consolidated For For Management Financial Statements and Statutory Reports for 2007 2 Approve Allocation of Income and For For Management Dividends of EUR X Per Share 3 Discharge Directors For For Management 4 Reelect Deloitte & Touche as Auditors For For Management 5 Fix the Number of Directors at 17; Amend For For Management Article 35 of Company Bylaws 6.1 Elect Pena Rueda, S.L. as Director For For Management 6.2 Elect Bilbao Bizkaia Kutxa (BBK) as For For Management Director 6.3 Elect Sociedad de Participaciones For For Management Industriales (SEPI) as Director 7 Approve Remuneration of Directors in the For For Management Amount of EUR X 8 Receive Complementary Report to the For For Management Management Report 9 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- GAMESA CORPORACION TECHNOLOGICA S.A Ticker: Security ID: E54667113 Meeting Date: MAY 29, 2008 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Individual and Consolidated For For Management Financial Statements and Statutory Reports for the Year Ended Dec. 31, 2007 2 Approve Allocation of Income and For For Management Dividends 3 Approve Discharge of Directors For For Management 4 Elect Pedro Velasco Gomez as Director For For Management 5 Appoint Auditors For For Management 6 Authorize Repurchase of Shares For For Management 7 Authorize Board to Ratify and Execute For For Management Approved Resolutions 8 Receive Report on Modifications to the None None Management Board Guidelines 9 Receive Explanatory Report on the None None Management Management Report -------------------------------------------------------------------------------- GRIFOLS SA Ticker: Security ID: E5706X124 Meeting Date: JUN 13, 2008 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Individual Financial Statements For For Management and Statutory Reports for Fiscal Year Ended Dec 31, 2007; Allocation of Income 2 Accept Consolidated Financial Statements For For Management and Statutory Reports for Fiscal Year Ended Dec 31, 2007 3 Approve Discharge of Directors For For Management 4 Reelect External Auditors for the For For Management Individual Firm 5 Reelect External Auditors for the For For Management Consolidated Group 6 Reelect Christian M. C. Purslow as For For Management Director 7 Approve Remuneration of Directors For For Management 8 Authorize Repurchase of Shares For For Management 9 Authorize Board to Ratify and Execute For For Management Approved Resolutions 10 Approve Distribution of EUR 10.03 Million For Against Shareholder from the Share Premium Account as Proposed by Scranton Enterprises BV -------------------------------------------------------------------------------- GRUPO CATALANA OCCIDENTE S.A Ticker: Security ID: E5701Q116 Meeting Date: MAY 29, 2008 Meeting Type: Annual/Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and Statutory For For Management Reports for the Year 2007 2 Approve Allocation of Income For For Management 3 Accept Consolidated Financial Statements For For Management and Statutory Reports for the Year 2007 4 Approve Discharge of Management Board For For Management 5.1 Appoint or Reelect Mariano Bach For Against Management Portabella to the Board 5.2 Appoint or Reelect Villasa S.L. to the For Against Management Board 5.3 Appoint or Reelect Inversiones Godo, S.L. For Against Management to the Board 5.4 Appoint or Reelect Usanser 07, S.L. to For Against Management the Board 6 Reelect Auditors for the Company and the For For Management Consolidated Group 7.1 Amend the Preamble of the General Meeting For For Management Guidelines 7.2 Amend Article 4.8 of the General Meeting For For Management Guidelines 7.3 Amend Article 4.9 of the General Meeting For For Management Guidelines 8 Receive Amendments to the Regulations of None None Management Board of Directors 9 Authorize Repurchase of Shares and Use For For Management Treasury Shares for Remuneration Plan for the Company and Its Group 10 Approve Issuance of Fixed Debt Securities For For Management Convertible and/or Exchangeable in Accordance with Article 153.1.b 11 Other Business Related to Previous Items For Against Management 12 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- IBERDROLA RENOVABLES SA Ticker: Security ID: E6244B103 Meeting Date: JUN 26, 2008 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Individual and Consolidated Annual For For Management Financial Statements and Statutory Reports for Fiscal Year Ended Dec. 31, 2007 2 Approve Allocation of Income for Fiscal For For Management Year Ended Dec. 31, 2007 3 Approve Individual and Consolidated For For Management Management Reports for Fiscal Year Ended Dec. 31, 2007 4 Approve Discharge of Board for Fiscal For For Management Year Ended Dec. 31, 2007 5 Authorize Repurchase of Shares Pursuant For For Management to the Provisions of Article 5 of the Spanish Corporate Law; Void Previous Authorization to the Extent of Unused Portion 6 Reelect Ernst & Young, SL for the For For Management Auditing of the Annual Financial Statements of the Company and its Consolidated Group for Fiscal Year 2008 7 Approve Delivery of Company Shares to For For Management Executive Director as Beneficiary of the Compensation Plans of Iberdrola Renovables SA (Annual Variable Stock Compensation Plan, Stock Delivery Plan and 2008-2010 Strategic Bonus) 8 Approve Stock Option Plan Directed For For Management Towards Employees (Including Executive Personnel); Delegate Board to Implement, Develop, Formalize, and Carry Out Such Plan 9 Authorize Board with Express Power of For For Management Substitution to Create and Fund Associations and Foundations Pursuant to Applicable Legal Provisions in Effect 10.1 Amend Paragraph 1 of Article 4 of Company For For Management Bylaws Re: Registered Office and Branches 10.2 Amend Paragraph 2 of Article 48 of For For Management Company Bylaws Re: Fiscal Year and Preparation of Financial Statements 11 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- IBERDROLA S.A. Ticker: IBE Security ID: E6165F166 Meeting Date: APR 16, 2008 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Individual and Consolidated For For Management Financial Statements and Statutory Reports for Fiscal Year 2007 2 Approve Allocation of Income and For For Management Dividends 3 Receive Management's Report on Company For For Management and Consolidated Group 4 Approve Discharge of Directors For For Management 5 Ratify Appointment of Jose Luis Olivas For For Management Martinez as Board Member 6 Approve a System of Variable Compensation For For Management in Shares with a Component Linked to the Attainment of Annual Objectives and of the Strategic Plan 2008-2010 7 Approve EUR 34.9 Million Capital Increase For For Management Via Non-Rights Issuance of 46.6 Million of New Ordinary Shares at EUR 0.75 Nominal Value and Share Issuance Premium to be Determined; Amend Article 5 of Company By-laws Accordingly 8 Authorize Repurchase of Shares in the For For Management Amount of up to 5 Percent of Share Capital; Void Authorization Granted at the AGM held on March 29, 2007 9 Authorize the Board to Issue For For Management Bonds/Debentures/Other Debt Securities up to Aggregate Nominal Amount of EUR 20 Billion and Promissory Notes up to an Amount of EUR 6 Billion; Void Authorization Granted at the AGM held on March 29, 2007 10 Approve the Listing and Delisting of For For Management Shares, Debt Securities, Bonds, Promissory Notes, and Preferred Stock, in Spain and Foreign Secondary Markets; Void Authorization Granted at the AGM held on March 29, 2007 11 Authorize Board to Approve the Creation For For Management of Foundation; Void Authorization Granted at the AGM held on March 29, 2007 12 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- INDRA SISTEMAS SA Ticker: IDR Security ID: E6271Z155 Meeting Date: JUN 26, 2008 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Individual and Consolidated For For Management Financial Statements for the Period Ended Dec. 31, 2007; Approve Allocation of Income 2 Approve Discharge of Directors For For Management 3 Approve Merger by Absorption of Dimension For For Management Informatica SL and Radiologia Digita y Comunicaciones SL; Approve the Merger Balance Sheet; Approve Fiscal Consolidation of the Tax Regime 4.1 Elect Rosa Sugranes as Directors For For Management 4.2 Reelect Mediacion y Diagnosticos S.A. as For For Management Director 4.3 Reelect Participaciones y Cartera de For For Management Inversion S.L. as Director 4.4 Reelect Isabel Aguilera as Director For For Management 4.5 Reelect Joaquin Moya-Ageler Cabrera as For For Management Director 4.6 Reelect Pedro Ramon y Cajal as Director For For Management 4.7 Reelect Manuel Soto as Director For For Management 4.8 Reelect Javier Monzon as Director For For Management 4.9 Reelect Regino Moranchel `as Director For For Management 5 Approve Remuneration of Directors For For Management 6 Approve Stock Option and Share Award Plan For For Management 7 Receive Changes to Board of Directors' None None Management Guidelines 8 Authorize Repurchase of Shares For For Management 9 Approve Auditors for Fiscal Year 2008 For For Management 10 Amend Article 2 of Company Bylaws Re: For For Management Social Objective 11 Approve Minutes of Meeting For For Management -------------------------------------------------------------------------------- INDUSTRIA DE DISENO TEXTIL (INDITEX) Ticker: Security ID: E6282J109 Meeting Date: JUL 17, 2007 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Individual Financial Statements For For Management and Statutory Reports and Discharge Directors for Fiscal Year Ended January 31, 2007 2 Approve Consolidated Financial Statements For For Management and Statutory Reports and Discharge Directors for Fiscal Year Ended January 31, 2007 3 Approve Allocation of Income and For For Management Dividends 4 Ratify and Elect Director For For Management 5 Reelect Auditors For For Management 6 Amend General Meeting Guidelines to For For Management Adhere to Unified Code of Good Governance: Preamble and Article 6 on Competencies of General Meeting, Article 9 on Information, and Article 22 on Voting 7 Authorize Repurchase of Shares For For Management 8 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- OBRASCON HUARTE LAIN S.A. Ticker: Security ID: E7795C102 Meeting Date: MAY 20, 2008 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Individual and Consolidated For For Management Financial Statements and Statutory Reports for Fiscal Year Ended Dec. 31, 2007 2 Approve Allocation of Income and For For Management Dividends of EUR 0.40 Per Share 3 Approve Discharge of Directors For For Management 4 Reelect Auditors For For Management 5 Authorize Issuance of Convertible and For Against Management Non-Convertible Debt Instruments up to EUR 3 Billion 6 Authorize Repurchase of Shares For For Management 7 Ratify Nomination of Silvia Villar-Mir de For For Management Fuentes as Board Member for Six Year-Term 8 Approve Director Remuneration Report For For Management 9 Approve Incentive Plan Linked to Share For For Management Performance 10 Receive Management Report None None Management 11 Authorize Board to Ratify and Execute For For Management Approved Resolutions 12 Approve Minutes of Meeting For For Management -------------------------------------------------------------------------------- RED ELECTRICA DE ESPANA S.A Ticker: Security ID: E42807102 Meeting Date: MAY 21, 2008 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Individual Financial Statements For For Management and Statutory Reports for Fiscal Year Ended Dec. 31, 2007 2 Accept Consolidated Financial Statements For For Management and Statutory Reports for Fiscal Year Ended Dec. 31, 2007 3 Approve Allocation of Income and For For Management Dividends for Fiscal Year Ended Dec. 31, 2007 4 Approve Discharge of Directors For For Management 5.1 Elect Antonio Garamendi Lecanda as For For Management Director 5.2 Elect Jose Rodrigues Pereira dos Penedos For For Management as Director 5.3 Elect Jose Folgado Blanco as Director For For Management 5.4 Elect Arantza Mendizabal Gorostiaga as For For Management Director 5.5 Elect Manuel Alves Torres as Director For For Management 5.6 Elect Maria Jesus Alvarez Gonzalez as For For Management Director 6 Convert the Systems Operator and Network For For Management of Electric Energy Transport into Subsidiaries 7.1 Amend Article 1 of Bylaws Re: Corporate For For Management Purpose 7.2 Amend Articles 5, 6 and 14 of Bylaws Re: For For Management Share Capital, Register of Shares, and Quorum 7.3 Amend Article 33 of Bylaws Re: Extent of For For Management Bylaws 7.4 Amend Sole Transitional Provision of For For Management Bylaws 8.1 Amend Article 6.3 of General Meeting For For Management Guidelines Re: Limitations 8.2 Amend Article 15.8 of General Meeting For For Management Guidelines Re: Voting 9.1 Authorize Repurchase of Shares For For Management 9.2 Approve Shares in Lieu of Cash for For For Management Executive Directors 9.3 Revoke Prior Authorities For For Management 10 Receive Information on Remueration Policy For For Management for Directors; Ratify Director Pay for 2007 11 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- REPSOL YPF S.A Ticker: REPYF Security ID: E8471S130 Meeting Date: MAY 13, 2008 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Individual and Consolidated For For Management Financial Statements, Allocation of Income, and Discharge Directors 2 Amend Article 49 of the Bylaws Re: For For Management Financial Statements 3.1 Elect Isidre Faine Casas as Director For For Management 3.2 Elect Juan Maria Nin Genova as Director For For Management 4 Appoint Auditor For For Management 5 Authorize Repurchase of Shares For For Management 6 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- TECNICAS REUNIDAS S.A. Ticker: Security ID: E9055J108 Meeting Date: JUN 20, 2008 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Individual Financial Statements For For Management and Statutory Reports for Fiscal Year Ended Dec. 31, 2007 2 Accept Consolidated Financial Statements For For Management and Statutory Reports for Fiscal Year Ended Dec. 31, 2007 3 Approve Allocation of Income For For Management 4 Approve Discharge of Directors For For Management 5 Appoint Auditors For For Management 6 Authorize Repurchase of Shares; Void For For Management Previous Authorization 7 Authorize the Board to Establish and Fund For For Management Associations or Foundations Pursuant to Standing Legislation 8 Approve Remuneration of Directors For For Management 9 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- TELEFONICA S.A. (FORMERLY TELEFONICA DE ESPANA, S.A.) Ticker: TEF Security ID: 879382109 Meeting Date: APR 21, 2008 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Individual and Consolidated For For Management Financial Statements, Allocation of Income, and Discharge Directors 2.1 Reelect Jose Fernando de Almansa For For Management Morreno-Barreda to the Board 2.2 Elect Jose Maria Abril Perez to the Board For For Management 2.3 Elect Francisco Javier de Paz Mancho to For For Management the Board 2.4 Elect Maria Eva Castillo Sanz to the For For Management Board 2.5 Elect Luis Fernando Furlan to the Board For For Management 3 Authorize Repurchase of Shares For For Management 4 Approve Reduction in Capital via the For For Management Cancellation of Treasury Shares; Amend Articles Accordingly 5 Ratify Auditors for 2008 For For Management 6 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- TUBACEX S.A. COMPANIA ESPANOLA DE TUBOS POR EXTRUSION Ticker: Security ID: E45132136 Meeting Date: MAY 21, 2008 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Individual and Consolidated For For Management Financial Statements and Statutory Reports for Fiscal Year Ended 12-31-07; Approve Discharge of Directors 2 Approve Allocation of Income For For Management 3 Approve Annual Corporate Governance For For Management Report 4 Reelect Independent Auditors For For Management 5 Elect Juan Jose Iribecampos as Director For For Management 6 Receive Directors Remuneration Report For For Management 7 Approve Long-Term Incentive Plan for For Against Management Executives 8 Authorize Repurchase of Shares For For Management 9 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- UNION FENOSA Ticker: UNF Security ID: E93171119 Meeting Date: APR 22, 2008 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Individual and Consolidated For For Management Financial Statements for Fiscal Year Ended 12-31-07, and Discharge Directors 2 Elect/Ratify Auditors For For Management 3 Approve 3:1 Stock Split and Subsequent For For Management Reduction in Par Value to EUR 1 from EUR 3; Modify Article 5 Accordingly 4 Fix Number of Directors; Elect/Ratify For Against Management Directors (Bundled) 5 Approve Stock Option Plan For For Management 6 Present Information on the Guidelines of For For Management the Board of Directors 7 Authorize Repurchase of Shares and For For Management Subsequent Cancellation of Shares 8 Approve Remuneration of Directors For For Management 9 Approve Listing and Delisting of Shares, For For Management Fixed Income Securities, and Other Debt Instruments from Secundary Stock Exchanges 10 Authorize Board to Ratify and Execute For For Management Approved Resolutions ========== END NPX REPORT SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Registrant: The Spain Fund, Inc. By: Marc O. Mayer* ----------------------- President Date: August 29, 2008 *By: /s/ Emilie D. Wrapp -------------------- Emilie D. Wrapp Secretary