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, 2008 - June 30, 2009 Item 1. Proxy Voting Record. ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-05189 Reporting Period: 07/01/2008 - 06/30/2009 The Spain Fund, Inc. ============================= THE SPAIN FUND, INC. ============================= ABERTIS INFRAESTRUCTURAS S.A(FORMERLY AUTOPISTAS C Ticker: 1039803Z Security ID: E0003D111 Meeting Date: MAR 30, 2009 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 Authorize Increase in Capital Via For For Management Capitalization of Reserves; Amend Article 5 Accordingly 3 Elect Ricardo Fornesa Ribo as Director For Against Management 4 Ratify PriceWaterhouseCoopers as For For Management Auditors 5 Approve 2009 Stock Award Plan and 2009 For For Management Stock Option Plan 6 Authorize Repurchase of Shares For For Management 7 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- ACCIONA S.A Ticker: ANA Security ID: E0008Z109 Meeting Date: JUN 3, 2009 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Individual and Consolidated For For Management Financial Statements and Statutory Reports for Fiscal Year Ended Dec. 31, 2008 2 Accept Individual and Consolidated For For Management Management Reports for Fiscal Year Ended Dec. 31, 2008; Approve Discharge of Board of Directors 3 Approve Allocation of Income for Fiscal For For Management Year 2008 4 Reelect Deloitte, S.L. as Auditors For For Management 5.1 Elect Daniel Entrecanales Domecq as For For Management Non-independent Director 5.2 Elect Jaime Castellanos Borrego as For For Management Independent Director 5.3 Elect Fernando Rodes Vila as For For Management Independent Director 6 Approve Share Award Plan for Senior For For Management Management and Executive Board Members as Part of their Variable Remuneration and the Possibility to Subsititute a Portion of the Assigned Shares for Option to Purchase Shares of the Company in 2009 7 Authorize Repurchase of Shares; Void For For Management 2008 Authorization; Allocate Shares to Service Share Award Plan 8 Authorize Board to Increase Capital by For For Management up to EUR 31.78 Million or 50 Percent of the Capital with the Powers to Exclude Preemptive Rights 9 Authorize Issuance of Debt Securities For For Management Including Warrants/Bonds, Simple or Convertible or Exchangeable, with the Powers to Exclude Preemptive Rights up to EUR 2.6 Billion and for Promissory Notes of EUR 1 Billion 10 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: DEC 2, 2008 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Directors' Report None None Management 2 Approve Amortization of Treasury Shares For For Management 3 Authorize Repurchase of Shares For For Management 4.1 Elect Agustin Batuecas Torrego as For For Management Director 4.2 Elect Alvaro Cuervo Garcia as Director For For Management 4.3 Elect Jose Maria Loizaga Viguri as For For Management Director 4.4 Elect Pedro Lopez Jimenez as Director For Against Management 4.5 Elect Santos Martinez Conde For Against Management Gutierrez-Barquin as Director 4.6 Elect Florentino Perez Rodriguez as For For Management Director 4.7 Elect Julio Sacristan Fidalgo as For Against Management Director 4.8 Elect Pablo Valbona Vadell as Director For Against Management 4.9 Elect Jose Luis del Valle Perez as For For Management Director 4.10 Elect Antonio Garcia Ferrer as Director For For Management 4.11 Elect Joan-David Grima Terre as For For Management Director 4.12 Elect Miguel Roca Junyent as Director For For Management 4.13 Elect Juan March de la Lastra as For Against Management Director 5 Authorize Board to Ratify and Execute For For Management Approved Resolutions 6 Approve Minutes of Meeting For For Management -------------------------------------------------------------------------------- ACS, ACTIVIDADES DE CONSTRUCCION Y SERVICIOS S.A Ticker: ACS Security ID: E7813W163 Meeting Date: MAY 24, 2009 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Allocation of Income 2 Present Management Report in Compliance None None Management with Art. 116 Bis 3 Approve Discharge Directors For For Management 4.1 Reelect Manuel Delegado Solis as For Against Management Director for a Six-Year Term 4.2 Relect Javier Echenique Landiribar as For Against Management Director for a Six-Year Term 4.3 Relect Javier Monzon de Caceres as For Against Management Director for a Six-Year Term 4.4 Elect Sabina Fluxa Thienemann as For Against Management Director for a Six-Year Term 5 Appoint External Auditors for For For Management Individual and Consolidated Annual Accounts 6 Authorize Repurchase of Shares For For Management 7 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights in Accordance with Art. 153.1.b) of Spanish Companies Law 8 Authorize Issuance of Nonconvertible For For Management and Convertible Securities, Including Warrants, without Preemptive Rights 9 Approve Reduction in Share Capital via For For Management Amortization of Treasury Shares 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 -------------------------------------------------------------------------------- AMERICA MOVIL, S.A.B. DE C.V. Ticker: AMXVF Security ID: P0280A101 Meeting Date: APR 20, 2009 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: BBVA Security ID: E11805103 Meeting Date: MAR 12, 2009 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 Fiscal Year Ended Dec. 31, 2007; Approve Discharge of Directors 2.1 Add New Article 53 bis to the Company's For For Management Bylaws Regarding Distribution of Stock Dividend Charged to Share Issuance Premium Reserve 2.2 Approve Stock Dividend from Treasury For For Management Shares for Distribution to Shareholders Charged to Share Issuance Premium Reserve 3 Approve Merger by Absorption of Banco For For Management de Credito Local de Espana, S.A.U. and BBVA Factoring E.F.C., S.A.U. by Company; Approve Merger Balance Sheet as of Dec. 31, 2008 4.1 Re-elect Jose Antonio Fernandez Rivero For For Management 4.2 Re-elect Jose Maldonado Ramos For For Management 4.3 Re-elect Enrique Medina Fernandez For For Management 5 Approve Increase in Capital in For For Management Accordance with Article 153.1.b of Spanish Company Law Up to 50 Percent of Capital and with the Powers to Exclude Preemptive Rights 6 Authorize Increase in Capital via For For Management Issuance of Fixed Debt Securities Non-Convertible up to the Amount of EUR 50 Billion 7 Authorize Share Repurchase and For For Management Subsequent Capital Reduction via Amortization of Shares 8.1 Liquidation of Long-Term Compensation For For Management Plan for Years 2006-2008 8.2 Approve Variable Remuneration for For For Management Fiscal Years 2009-2010 Consisting of the Delivery of Company's Shares for Executive Officers, Including Executive Members of the Board and Members of the Executive Committee 9 Re-elect Auditors for Fiscal Year 2009 For For Management 10 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- BANCO SANTANDER S.A. Ticker: SAN Security ID: E19790109 Meeting Date: SEP 21, 2008 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve EUR 71.69 Million Capital For For Management Increase via Issuance of 143.38 Million New Common Shares with EUR 0.5 Par Value Each and a Share Issuance Premium to be Determined by the Board, in Accordance with Article 153.1c of Spanish Companies Law 2 Approve Delivery of 100 Banco Santander For For Management Shares to Each Employee of the Alliance & Leicester Plc Group as Special Bonus at the Completion of the Acquisition 3 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- BANCO SANTANDER S.A. Ticker: SAN Security ID: E19790109 Meeting Date: JAN 25, 2009 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve EUR 88.7 Million Capital For For Management Increase via Issuance of 177.4 Million New Common Shares with EUR 0.5 Par Value Each and a Share Issuance Premium to be Determined by the Board, in Accordance with Article 159.1c of Spanish Companies Law 2 Approve Delivery of 100 Banco Santander For For Management Shares to Each Employee of the Abbey National plc.subgroup as Special Bonus at the Completion of the Acquisition of the Retail Deposits and Branch and Distribution Networks of the Bradford & Bingley plc. Group 3 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- BANCO SANTANDER S.A. Ticker: SAN Security ID: E19790109 Meeting Date: JUN 18, 2009 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, 2008 2 Approve Allocation of Income For For Management 3.1 Reelect Matias Rodriguez Inciarte to For For Management the Board of Directors 3.2 Reelect Manuel Soto Serrano to the For For Management Board of Directors 3.3 Reelect Guillermo de la Dehesa Romero For For Management to the Board of Directors 3.4 Reelect Abel Matutes Juan to the Board For For Management of Directors 4 Reelect Auditors for Fiscal Year 2009 For For Management 5 Authorize Repurchase of Shares in For For Management Accordance With Article 75 of Corporate Law; Void Authorization Granted on June 21, 2008 6 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 21, 2008 7 Authorize Issuance of Equity or For For Management Equity-Linked Securities up to Aggregate Nominal Amount of EUR 2.04 Billion without Preemptive Rights 8 Authorize Capitalization of Reserves of For For Management 0.5: 1 Bonus Issue; Amend Article 5 Accordingly 9 Grant Board Authorization to Issue For For Management Convertible and/or Exchangeable Debt Securities without Preemptive Rights 10.1 Approve Bundled Incentive Plans Linked For For Management to Predetermined Requirements such as Total Return Results and EPS 10.2 Approve Savings Plan for Abbey National For For Management Plc' Employees and other Companies of Santander Group in the U.K. 10.3 Approve Issuance of 100 Shares to For For Management Employees of Sovereign Subsidiary 11 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- BOLSAS Y MERCADOS ESPANOLES, SOCIEDAD HLDG DE MERCADOS Y SISTEMAS FINANCIERS S.A Ticker: Security ID: E8893G102 Meeting Date: APR 28, 2009 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, 2008; Approve Discharge of Directors 2 Approve Allocation of Income For For Management 3.1 Reelect Tomas Muniesa Arantegui to For For Management Board of Directors for a Term of 4 Years 3.2 Reelect Antonio J. Zoido Martinez to For For Management Board of Directors for a Term of 4 Years 3.3 Reelect Joan Hortala i Arau to Board of For For Management Directors for a Term of 4 Years 3.4 Reelect Ramiro Mato-Garcia-Ansorena to For For Management Board of Directors for a Term of 4 Years 4 Approve Remuneration of Chairman For For Management 5 Approve Remuneration of Directors For For Management 6 Reappoint Deloitte S.L. as External For For Management Auditors for Fiscal Year 2009 7 Authorize Repurchase of Shares For For Management 8 Authorize Board to Ratify and Execute For For Management Approved Resolutions 9 Allow Questions For For Management -------------------------------------------------------------------------------- CORPORACION FINANCIERA ALBA, S. A. Ticker: Security ID: E33391132 Meeting Date: MAY 27, 2009 Meeting Type: Annual/Special 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 12-31-08 2 Approve Discharge of Management Board For For Management for Fiscal Year 2008 3 Approve Allocation of Income and For For Management Dividends 4.1 Elect Jose Manuel Serra Peirs as For For Management Independent Director 4.2 Elect Jose Ramon del Cano Palop as For For Management Executive Director 5 Authorize Repurchase of Shares For For Management 6 Approve Reduction in Stated Capital via For For Management Cancellation of Treasury Shares; Modification of Article 5 of Company Bylaws 7 Approve Standard Accounting Transfers For For Management to Voluntary Reserves from Legal Reserves Resulting from Capital Reductions 8 Authorize the Board to Increase Share For For Management Capital According to Article 153.1.b, with the Powers to Exclude Preemptive Rights 9 Aurthorize Issuance of Fixed Debt For For Management Obligations, Bonds, Warrants, Convertible or Non-Convertible and with the Powers to Exclude Preemptive Rights up to the Maxmimum Amount of EUR 500 Million 10 Authorize Board to Ratify and Execute For For Management Approved Resolutions 11 Approve Minutes of Meeting For For Management -------------------------------------------------------------------------------- CRITERIA CAIXACORP SA Ticker: CRI Security ID: E3641N103 Meeting Date: MAY 7, 2009 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Consolidated and Individual For For Management Financial Statements and Statutory Reports for the Year Ended on December 31, 2008 2 Approve Discharge of Directors For For Management 3 Approve Allocation of Income and For For Management Dividends for the Year Ended on December 31, 2008 4 Approve Merger by Absorption of For For Management Crisegen Inversiones by Criteria Caixacorp S.A.; Approve Merger Balance Sheet as of Dec. 31 2008; Adopt Consolidated Fiscal Tax Regime 5 Approve Merger by Absorption ofCaixa For For Management Capital Desarollo, S.A. by Criteria Caixacorp S.A.; Approve Merger Balance Sheet as of Dec. 31 2008; Adopt Consolidated Fiscal Tax Regime 6 Authorize Repurchase of Shares For For Management 7 Reelect External Auditors For For Management 8 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- EBRO PULEVA (AZUCARERA EBRO AGRICOLAS ) Ticker: Security ID: E38028135 Meeting Date: APR 28, 2009 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports, and Allocation of Income and Distribution of Dividend for the Year Ended December 31, 2008 2 Approve Discharge of Directors for For For Management Fiscal Year 2008 3 Approve Allocation of Income and For For Management Dividends of EUR 0.36 Per Share 4 Approve Sale of Sugar Business and For For Management Other Related Agro-Industrial Businesses 5 Approve Two Extraordinary Dividends For For Management Based on the Results of the Sale of Sugar Business 6 Approve Remuneration of Directors for For For Management 2008 and Present Remuneration Report for the Year Ended December 31, 2008 7 Appoint External Auditors For For Management 8 Authorize Share Repurchase Program and For For Management Cancellation of Repurchased Shares in Accordance with Article 75 9 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights 10 Authorize Donations to Ebro Puleva For For Management Foundation 11 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- EDP RENOVAVEIS SA Ticker: EDPR Security ID: E3847K101 Meeting Date: APR 14, 2009 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 December 31, 2008 2 Approve Allocation of Income for Fiscal For For Management Year Ended December 31, 2008 3 Approve Director's Report and Corporate For For Management Governance Report 4 Approve Discharge of Management For For Management 4bis Increase Size of Board of Directors to For None Shareholder 16 and Elect Gilles August as Director 5 Approve Remuneration Report For For Management 6 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- ENAGAS SA Ticker: ENG Security ID: E41759106 Meeting Date: MAR 26, 2009 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 2008 2 Approve Allocation of Income For For Management 3 Approve Discharge of Management Board For For Management 4 Reappoint Deloitte S.L as External For Against Management Auditor for 2009 5.1 Re-Elect Salvador Gabarro Serra, For For Management Representative of Gas Natural SDG S.A., as Director 5.2 Re-Elect Ramon Perez as Independent For For Management Director 5.3 Re-Elect Marti Parellada as Independent For For Management Director 5.4 Elect Directors by Cooptation to Fill For Against Management Vacancies After the Convening of the Meeting 5.5 Fix the Number of Directors For For Management 6 Approve Remuneration of Directors for For For Management 2009 7 Authorize the Board of Directors to For For Management Issue Fixed-Income Securities Convertible or Not Convertible up to EUR 3 Billion; Void Authorization Granted at the May 11, 2007 Meeting 8 Receive Complementary Report to the None None Management Management Report 9 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- ENDESA S.A. Ticker: ELEZF Security ID: E41222113 Meeting Date: JUN 30, 2009 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 12-31-08 2 Approve Board Report on Indivual and For For Management Consolidated Results for Fiscal Year Ended 12-31-08 3 Approve Discharge of Directors For For Management 4 Approve Allocation of Income and For For Management Dividends 5 Appoint External Auditors For For Management 6 Authorize Repurchase of Shares For For Management 7 Fix Number of and Elect Directors For Against Management 8 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- GAMESA CORPORACION TECHNOLOGICA S.A Ticker: GAM Security ID: E54667113 Meeting Date: MAY 28, 2009 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, 2008 2 Approve Allocation of Income for the For For Management Year Ended Dec. 31, 2008 3 Approve Management Report of Individual For For Management and Consolidated Companies for the Year Ended Dec. 31, 2008 4 Approve Discharge of Directors For For Management 5 Elect Iberdrola S.A. as a Director For For Management 6 Elect Carlos Fernandez-Lerga Garralda For For Management as a Director 7 Appoint External Auditors for Fiscal For For Management Year 2009 8 Authorize Repurchase of Shares Up to 5 For For Management Percent of Capital; Void Previous Authorization Granted by the AGM on May 30, 2008 9 Approve Stock for Salary Bonus Plan for For For Management Executives under the Long Term Incentive Program to Achieve the Objectives of the Strategic Plan 2009-2011 10 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- GRIFOLS SA Ticker: GRF Security ID: E5706X124 Meeting Date: MAY 15, 2009 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, 2008; Allocation of Income 2 Accept Consolidated Financial For For Management Statements and Statutory Reports for Fiscal Year Ended Dec 31, 2008 3 Approve Discharge of Directors For For Management 4 Reelect External Auditors for the For For Management Individual Accounts 5 Reelect External Auditors for the For For Management Consolidated Accounts 6 Ratify Director Ana Vega Lluch For For Management 7 Approve Remuneration of Directors For For Management 8 Approve Dividends For For Management 9 Authorize Share Repurchase For For Management 10 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- GRUPO CATALANA OCCIDENTE S.A Ticker: Security ID: E5701Q116 Meeting Date: APR 30, 2009 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports for Fiscal Year 2008 2 Approve Allocation of Income for Fiscal For For Management Year 2008 3 Accept Consolidated Financial For For Management Statements and Statutory Reports for Fiscal Year 2008 4 Approve Discharge of Management Board For For Management 5.1 Appoint or Reelect D. Jorge Enrich For Against Management Izard as Director 5.2 Appoint or Reelect D. Federico Halpern For Against Management Blasco as Director 5.3 Appoint or Reelect D. Jesus Serra Farre For Against Management as Director 5.4 Appoint or Reelect Olandor S.L. as For Against Management Director 6 Reelect Auditors for the Company and For For Management the Consolidated Group 7 Authorize Repurchase of Shares and Use For For Management Treasury Shares for Remuneration Plan for the Company and its Group 8 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- IBERDROLA RENOVABLES SA Ticker: IBR Security ID: E6244B103 Meeting Date: JUN 10, 2009 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 December 31, 2008 2 Approve Allocation of Income for Fiscal For For Management Year Ended December 31, 2008 3 Approve Individual and Consolidated For For Management Management Reports for Fiscal Year Ended December 31, 2008 4 Approve Discharge of Directors For For Management 5 Appoint External Auditors for Fiscal For For Management Year 2009 6.1 Ratify Appointment by Cooptation of For For Management Santiago Martinez Garrido as Director 6.2 Ratify Appointment by Cooptation of For For Management Maria Dolores Herrera Pereda as Director 7 Authorize Repurchase of Shares; Void For For Management Previous Authorization to the Extent of Unused Portion 8 Authorize Board to Establish and Fund For For Management Associations and Foundations 9 Amend Articles 13, 18, 23, 28, 30, 31, For For Management 32, 33, 38, 39, 40, 41 and 43 from Title III of the Company Bylaws 10 Amend the General Meeting Guidelines For For Management and Approve Resulting Text of the Guidelines 11 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- IBERDROLA S.A. Ticker: IBE Security ID: E6165F166 Meeting Date: MAR 19, 2009 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 2008 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 Re-Appoint Auditors for Company and For For Management Consolidated Group for Fiscal Year 2009 6 Ratify Appointment of Mrs. Samantha For For Management Barber as Independent Director 7 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 April 17, 2008 8 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 April 17, 2008 9 Authorize Issuance of For For Management Bonds/Debentures/Warrants With Pre-Emptive Rights up to Aggregate Nominal Amount of EUR 5 billion 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 April 17, 2008 11 Authorize Board to Approve the Creation For For Management of Foundation; Void Authorization Granted at the AGM held on April 17, 2008 12.1 Amend Articles 23, 28, 34, 36, 37, 38, For For Management 45, 46, 47, and 49 of Company Bylaws 12.2 Amend Articles 57 and 58 of Company For For Management Bylaws 13 Amend and Approve New Text of General For For Management Meeting Guidelines 14 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- INDRA SISTEMAS SA Ticker: IDR Security ID: E6271Z155 Meeting Date: JUN 24, 2009 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, 2008; Approve Allocation of Income 2 Approve Discharge of Directors For For Management 3 Approve Merger by Absorption of Euro For For Management Quality, S.L.; Approve the Merger Balance Sheet; Approve Fiscal Consolidation of the Tax Regime 4.1 Elect Salvador Gabarro Serra as For For Management Director 4.2 Elect Rafael Villaseca as Director For For Management 4.3 Dismiss Director Pedro Ramon y Cajal For For Management 4.4 Elect Daniel Garcia Pita as Director For For Management 5 Authorize Repurchase of Shares For For Management 6 Approve Auditors for Fiscal Year 2009 For For Management 7 Approve Minutes of Meeting For For Management 8 Receive Remuneration Report For For Management -------------------------------------------------------------------------------- NATRA SA Ticker: NAT Security ID: E75815121 Meeting Date: JUN 29, 2009 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements for the For For Management Fiscal Year 2008; Approve Discharge Directors 2 Approve Allocation of Income For For Management 3 Elect External Auditors For For Management 4 Approve Company Reestructuring to For For Management Separate Cacao/Chocolate Division and Investment Division 5 Present Merger Report of For For Management Cacao/Chocolate Division with Barry Callebaut Stollwerck 6 Authorize Issuance of Warrants without For Abstain Management Preemptive Rights in Accordance with Article 159.1 of the Spanish Company Law; Approve Increase in Capital 7 Authorize Repurchase of Shares For For Management 8 Elect Directors (Bundled) For Abstain Management 9 Approve Stock Option Plan for For Against Management Executives of the Company 10 Authorize Board to Ratify and Execute For For Management Approved Resolutions 11 Allow Questions None None Management 12 Approve Minutes of Meeting For For Management -------------------------------------------------------------------------------- OBRASCON HUARTE LAIN S.A. Ticker: Security ID: E7795C102 Meeting Date: MAY 5, 2009 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, 2008 2 Approve Allocation of Income For For Management 3 Approve Discharge of Directors For For Management 4 Reelect External Auditors For For Management 5 Authorize Share Repurchase For For Management 6 Approve Reduction of 5 Percent in Share For For Management Capital through the Amortization of Treasury Shares; Amend Article 5 Accordingly 7.1 Reelect Rafael Martin de Nicolas Canas For Abstain Management as Director for a Six-Year Term 7.2 Reelect Jose Luis Garcia-Villalba For Abstain Management Gonzalez as Director for a Six-Year Term 7.3 Reelect SAAREMA Inversiones SA as For Abstain Management Director for a Six-Year Term 7.4 Reelect Luis Solera Gutierrez as For Abstain Management Director for a Six-Year Term 7.5 Reelect Jaime Vega de Seoane y For Abstain Management Azpilicueta as Director for a Six-Year Term 7.6 Reelect Juan-Miguel Villar Mir as For Abstain Management Director for a Six-Year Term 7.7 Reelect Juan Villar-Mir de Fuentes as For Abstain Management Director for a Six-Year Term 7.8 Reelect Javier Lopez Madrid as Director For Abstain Management for a Six-Year Term 7.9 Relect Tomas Garcia Madrid as Director For Abstain Management for a Six-Year Term 8 Approve Director Remuneration Report For For Management 9 Present Management Report in Compliance None None Management with Art. 116 Bis 10 Authorize Board to Ratify and Execute For For Management Approved Resolutions 11 Approve Minutes of Meeting For For Management -------------------------------------------------------------------------------- PROSEGUR COMPANIA DE SEGURIDAD S.A. Ticker: Security ID: E83453162 Meeting Date: JUN 29, 2009 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 for the Fiscal Year Ended on December 31, 2008 2 Approve Dividends For For Management 3 Reelect Eduardo Paraja Quiros as For Against Management Director 4 Authorize Repurchase of Shares For For Management 5 Reelect Auditors For For Management 6 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- REPSOL YPF S.A Ticker: REPYF Security ID: E8471S130 Meeting Date: MAY 13, 2009 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 Re-Elect Luis Suarez de Lezo Mantilla For For Management as Director 2.2 Elect Maria Isabel Gabarro Miguel as For For Management Director 3 Elect External Auditors For For Management 4 Authorize Repurchase of Shares For For Management 5 Authorize Issuance of Bonds/Debentures 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: MAY 4, 2009 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Individual Financial Statements For Did Not Vote Management and Statutory Reports for Fiscal Year Ended December 31, 2008 2 Accept Consolidated Financial For Did Not Vote Management Statements and Statutory Reports for Fiscal Year Ended December 31, 2008 3 Approve Allocation of Income For Did Not Vote Management 4 Approve Discharge of Directors For Did Not Vote Management 5 Reappoint External Auditors for Fiscal For Did Not Vote Management Year 2009 6 Authorize Repurchase of Shares; Void For Did Not Vote Management Previous Authorization 7 Authorize the Board to Establish and For Did Not Vote Management Fund Associations or Foundations Pursuant to Standing Legislation 8 Approve Remuneration of Directors For Did Not Vote Management 9 Authorize Board to Ratify and Execute For Did Not Vote Management Approved Resolutions -------------------------------------------------------------------------------- TELEFONICA S.A. (FORMERLY TELEFONICA DE ESPANA, S.A.) Ticker: TLFNF Security ID: 879382109 Meeting Date: JUN 22, 2009 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 Dividend Charged to For For Management Unrestricted Reserves 3 Approve Employee Stock Purchase Plan For For Management 4 Authorize Share Repurchase Program For For Management 5 Approve Reduction in Capital via the For For Management Cancellation of Treasury Shares; Amend Articles Accordingly 6 Ratify Auditors for Fiscal Year 2009 For For Management 7 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- VISCOFAN S.A Ticker: Security ID: E97579192 Meeting Date: JUN 2, 2009 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Reading of Meeting Notice For For Management 2 Designate Two Shareholders to Approve For For Management and Sign Minutes of Meeting 3 Approve Individual and Consolidated For For Management Financial Statements and Statutory Reports for Fiscal Year Ended Dec. 31, 2008; Appprove Allocation of Income Including a Partial Return of an Issuance Premium of EUR 0.29 per Share 4.1 Present Explanatory Report in None None Management Accordance With Article 116 of Stock Market Law Relating to Items in the Management Report 4.2 Present Annual Corporate Governance None None Management Report 5 Elect Jose Domingo de Ampuero y Osma as For For Management Independent Board Member 6 Approve Reduction in Share Capital by For For Management EUR 39,359 via Amortization of 131,197 Treasury Shares; Amend Article 5 Accordingly 7 Authorize Repurchase of Shares in For For Management Accordance With Article 75 of Corporate Law 8 Approve Remuneration Report For For Management 9 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: Robert M. Keith* ----------------------- President Date: August 31, 2009 *By: /s/ Emilie D. Wrapp -------------------- Emilie D. Wrapp Secretary