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) Alliance Capital Management 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 MARK R. MANLEY Alliance Capital Management L.P. 1345 Avenue of the Americas New York, New York l0105 (Name and address of agent for service) Copies of communications to: Patricia A. Poglinco Seward & Kissel LLP One Battery Park Plaza New York, New York 10004 Date of fiscal year end: November 30 Date of reporting period: July 1, 2003 - June 30, 2004 Item 1. Proxy Voting Record. ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-05189 Reporting Period: 07/01/2003 - 06/30/2004 The Spain Fund, Inc. ============================= THE SPAIN FUND, INC. ============================= ABENGOA S.A. Ticker: Security ID: E0002V179 Meeting Date: JUN 26, 2004 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Individual and Consolidated For For Management Financial Statements, and Discharge Directors; Information Regarding General Meeting and Board Guidelines 2 Approve Allocation of Income For For Management 3 Approve Auditors For For Management 4 Ratify Appointment of Director to the For For Management Board 5 Amend Article 46 Re: Increase Maximum For For Management Number of Directors to 12 from 10 6 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights 7 Authorize Issuance of Convertible Bonds For For Management without Preemptive Rights 8 Authorize Repurchase of Shares For For Management 9 Authorize Board to Ratify and Execute For For Management Approved Resolutions 10 Approve Minutes of Meeting For For Management -------------------------------------------------------------------------------- ACCIONA SA (FORMERLY GRUPO ACCIONA SA (FORMERLY CUBIERTAS Y Ticker: Security ID: E0008Z109 Meeting Date: APR 25, 2004 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements For For Management 2 Accept Statutory Reports; Approve For For Management Discharge of Directors 3 Approve Allocation of Income and Dividend For For Management of EUR 1.38 Per Share 4 Amend Articles For For Management 5 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights 6 Authorize Issuance of Convertible Bonds For Against Management without Preemptive Rights 7 Approve General Meeting Guidelines For For Management 8 Authorize Repurchase of Shares For For Management 9 Elect Auditors For For Management 10 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- ACERINOX S.A. Ticker: Security ID: E0060D103 Meeting Date: JUN 10, 2004 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements, Allocation For For Management of Income, and Distribution of Aggregate Dividend of EUR 55.27 Million 2 Approve Discharge of Management; Approve For For Management Dividend Payments Made in 01-05-04 and 04-05-04 3 Approve KPMG Auditores S.L. as Auditors For For Management for Fiscal Year 2004 4 Authorize Share Repurchase Program For For Management 5 Approve 4:1 Stock Split and Reduce Par For For Management Value of Shares to EUR 0.25 from EUR 1 6 Amend Articles 14 and 15 Re: Attendance, For For Management Presiding Committee, Accords 7 Approve Distribution of EUR 0.08 Per For For Management Share from Issuance Premium Reserve 8 Amend Articles 5, 6, and 7 of General For For Management Meeting Guidelines Re: Shareholder's Acces to Information, Participation in the Meeting, Shareholder Representation at the Meeting 9 Elect Juan March and Susumu Komori to For For Management Management Board and Reelect Jose Aguirre, Jose Guerediaga, Oscar Fanjul, and Marcelino Oreja for Four Year Terms to Management Board 10 Authorize Board to Ratify and Execute For For Management Approved Resolutions 11 Designate Shareholders to Approve and For For Management Sign Minutes of Meeting -------------------------------------------------------------------------------- ACERINOX S.A. Ticker: Security ID: E0060D103 Meeting Date: JUN 9, 2004 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements, Allocation For For Management of Income, and Distribution of Aggregate Dividend of EUR 55.27 Million 2 Approve Discharge of Management; Approve For For Management Dividend Payments Made in 01-05-04 and 04-05-04 3 Approve KPMG Auditores S.L. as Auditors For For Management for Fiscal Year 2004 4 Authorize Share Repurchase Program For For Management 5 Approve 4:1 Stock Split and Reduce Par For For Management Value of Shares to EUR 0.25 from EUR 1 6 Amend Articles 14 and 15 Re: Attendance, For For Management Presiding Committee, Accords 7 Approve Distribution of EUR 0.08 Per For For Management Share from Issuance Premium Reserve 8 Amend Articles 5, 6, and 7 of General For For Management Meeting Guidelines Re: Shareholder's Acces to Information, Participation in the Meeting, Shareholder Representation at the Meeting 9 Elect Juan March and Susumu Komori to For For Management Management Board and Reelect Jose Aguirre, Jose Guerediaga, Oscar Fanjul, and Marcelino Oreja for Four Year Terms to Management Board 10 Authorize Board to Ratify and Execute For For Management Approved Resolutions 11 Designate Shareholders to Approve and For For Management Sign Minutes of Meeting -------------------------------------------------------------------------------- ACS, ACTIVIDADES DE CONSTRUCCIONES (FORMERLY GINES NAVARRO C Ticker: Security ID: E7813W106 Meeting Date: MAY 19, 2004 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Individual and Group Financial For For Management Statements, Allocation of Income; Present Corporate Governance Report 2 Approve Discharge of Management Board For For Management 3 Elect Management Board For For Management 4 Authorize Repurchase of Shares For For Management 5 Approve Auditors For For Management 6 Approve Reduction in Share Capital via For For Management Cancellation of 902,453 Treasury Shares; Amend Articles Accordingly 7 Approve 3:1 Stock Split and Subsequent For For Management Reduction in Par Value to EUR 0.50 from EUR 1.50 8 Amend Articles 13, 15, 20b, 22, 26, and For For Management 28 Re: Board Numbers, Composition, Functions, and General Meetings Attendance and Information 9 Approve Stock Option Plan For For Management 10 Approve General Meeting Guidelines; For For Management Present Report Re: Board Guidelines 11 Authorize Board to Ratify and Execute For For Management Approved Resolutions 12 Approve Minutes of Meeting For For Management -------------------------------------------------------------------------------- ACS, ACTIVIDADES DE CONSTRUCCIONES (FORMERLY GINES NAVARRO C Ticker: Security ID: E7813W106 Meeting Date: MAY 20, 2004 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Individual and Group Financial For For Management Statements, Allocation of Income; Present Corporate Governance Report 2 Approve Discharge of Management Board For For Management 3 Elect Management Board For For Management 4 Authorize Repurchase of Shares For For Management 5 Approve Auditors For For Management 6 Approve Reduction in Share Capital via For For Management Cancellation of 902,453 Treasury Shares; Amend Articles Accordingly 7 Approve 3:1 Stock Split and Subsequent For For Management Reduction in Par Value to EUR 0.50 from EUR 1.50 8 Amend Articles 13, 15, 20b, 22, 26, and For For Management 28 Re: Board Numbers, Composition, Functions, and General Meetings Attendance and Information 9 Approve Stock Option Plan For For Management 10 Approve General Meeting Guidelines; For For Management Present Report Re: Board Guidelines 11 Authorize Board to Ratify and Execute For For Management Approved Resolutions 12 Approve Minutes of Meeting For For Management -------------------------------------------------------------------------------- ALDEASA SA Ticker: Security ID: E0376M102 Meeting Date: MAY 20, 2004 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Individual and Group Financial For For Management Statements, Allocation of Income, and Discharge Directors 2 Elect Management Board For For Management 3 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights up to Aggregate Amount of EUR 12.6 Million 4 Authorize Repurchase of Shares For For Management 5 Amend Articles 17.5 (Delegations), and For For Management 18.6 and 11 (Right to Information) 6 Amend General Meeting Guidelines For For Management 7 Approve Auditors For For Management 8 Authorize Board to Ratify and Execute For For Management Approved Resolutions 9 Authorize Chairman and Secretary to For For Management Ratify and Execute Approved Resolutions -------------------------------------------------------------------------------- ALDEASA SA Ticker: Security ID: E0376M102 Meeting Date: MAY 21, 2004 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Individual and Group Financial For For Management Statements, Allocation of Income, and Discharge Directors 2 Elect Management Board For For Management 3 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights up to Aggregate Amount of EUR 12.6 Million 4 Authorize Repurchase of Shares For For Management 5 Amend Articles 17.5 (Delegations), and For For Management 18.6 and 11 (Right to Information) 6 Amend General Meeting Guidelines For For Management 7 Approve Auditors For For Management 8 Authorize Board to Ratify and Execute For For Management Approved Resolutions 9 Authorize Chairman and Secretary to For For Management Ratify and Execute Approved Resolutions -------------------------------------------------------------------------------- AMADEUS GLOBAL TRAVEL DISTRIBUTION SA Ticker: Security ID: E0463L199 Meeting Date: JUN 14, 2004 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and Statutory For For Management Reports 2 Accept Consolidated Financial Statements For For Management and Statutory Reports 3 Approve Allocation of Income For Against Management 4 Approve Discharge of Management Board For For Management 5 Elect Management Board For For Management 6 Reelect Deloitte & Touche Espana S.L. as For For Management Auditors 7 Approve Reduction in Share Capital Via For For Management Cancellation of 48.54 Million Class B Shares; Amend Article 5 to Reflect Change in Capital 8 Amend Articles For For Management 12,14,17,20,22,23,25,27,29,30,31,32,33 Re: Shareholder Meetings, Meeting Notice, Attendance and Participation at the Meetings, Board Guidelines, General Meeting Guidelines, Remote Vote, Shareholder Access to Information 9 Approve General Meeting Guidelines For For Management 10 Modify Executive Stock Option Plan For Against Management Approved at 06-16-00 AGM 11 Authorize Repurchase of Shares For For Management 12 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- BANCO BILBAO VIZCAYA ARGENTARIA Ticker: BBV Security ID: E11805103 Meeting Date: FEB 27, 2004 Meeting Type: Annual Record Date: FEB 27, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements, Allocation For For Management of Income and Distribution of Dividend, and Discharge Directors 2 Authorize Issuance of Equity or For For Management Equity-Linked Securities with or without Preemptive Rights 3 Authorize Issuance of Bonds up to For For Management Aggregate Nominal Amount of EUR 71.8 Billion 4 Amend Articles 24, 29, 31, 34, 35, 37, For For Management 38, 45 Re: Attendance Rights, Shareholder Information Rights, Adoption of Agreements, Board Election and Size, Board Member Requirements, Board Vacancies, Chairman and Secretary, Creation and Composition of Board 5 Approve General Meeting Guidelines; For For Management Information Re: Board Guidelines 6 Approve Listing (or Delisting) of Shares For For Management on Secondary/Foreign Exchanges 7 Authorize Repurchase of Shares and For For Management Subsequent Cancellation of Repurshased Shares 8 Reelect Deloitte & Touche Espana, S.L. as For For Management Auditors 9 Elect Jose Antonio Fernandez Rivero and For For Management Carlos Loring as New Directors; Reelect Directors 10 Approve Fund Transfer to Employee For For Management Retirement Fund 11 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- BANCO ESP CREDITO (BANESTO) Ticker: Security ID: E20930124 Meeting Date: DEC 2, 2003 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement with Banco de For Against Management Vitoria SA; Approve Merger Balance Sheet Dated 8-31-03 2 Approve Transfer of Reserves to Employee For For Management Retirement Fund 3 Approve EUR 6 Million in Donations to For For Management 'Fundacion para el Desarrollo de la Sociedad' (Non-Profit Foundation) 4 Amend Articles Re: Distinction Between For For Management Executive and Non-executive Directors; Company Secretary; and Maximum Number of Members of Audit and Compliance Committee 5 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- BANCO ESP CREDITO (BANESTO) Ticker: Security ID: E20930124 Meeting Date: FEB 4, 2004 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and Statutory For For Management Reports of Banco de Vitoria SA 2 Approve Financial Statements, Allocation For For Management of Income, and Discharge Directors 3 Approve General Meeting Guidelines For For Management 4 Approve EUR 201.4 Million Reduction in For For Management Stated Capital for Bonus Payment to Shareholders in Amount of EUR 0.29 5 Amend Articles Re: Responsibilities of For For Management Chairman, Disclosure via Internet, Voting Rights, Remote Attendance at Meetings, and Other Governance-Related Issues 6 Fix Number of Directors (11); Election of For For Management Two New Non-Executive Directors (Francisco Daurella Franco and Daniel Garcia-Pita Peman); Reelect Directors 7 Ratify Auditors For For Management 8 Authorize Repurchase of Shares For For Management 9 Authorize Issuance of Warrants or For For Management Convertible Bonds without Preemptive Rights 10 Authorize Board to Ratify and Execute For For Management Approved Resolutions 11 Present Information Re: Board Guidelines For For Management -------------------------------------------------------------------------------- BANCO POPULAR ESPANOL Ticker: Security ID: E19550156 Meeting Date: JUN 23, 2004 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Individual and Consolidated For For Management Financial Statements and Statutory Reports, Allocation of Income, and Discharge Directors 2 Elect Management Board For For Management 3 Reelect Pricewaterhouse Coopers as For For Management Auditors 4 Amend Articles 14,15,16,18,21, and 22 Re: For For Management Remote Vote, Shareholder Access to Information, Number of Directors and Remuneration, Audit Committee 5 Approve General Meeting Guidelines; For For Management Information Re: Board Guidelines 6 Authorize Share Repurchase Program and For For Management Cancellation of Repurchased Shares; Approve Reduction in Capital 7 Approve Transfer of Reserves to Early For Against Management Retirement Fund 8 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- BANCO POPULAR ESPANOL Ticker: Security ID: E19550156 Meeting Date: JUN 24, 2004 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Individual and Consolidated For For Management Financial Statements and Statutory Reports, Allocation of Income, and Discharge Directors 2 Elect Management Board For For Management 3 Reelect Pricewaterhouse Coopers as For For Management Auditors 4 Amend Articles 14,15,16,18,21, and 22 Re: For For Management Remote Vote, Shareholder Access to Information, Number of Directors and Remuneration, Audit Committee 5 Approve General Meeting Guidelines; For For Management Information Re: Board Guidelines 6 Authorize Share Repurchase Program and For For Management Cancellation of Repurchased Shares; Approve Reduction in Capital 7 Approve Transfer of Reserves to Early For Against Management Retirement Fund 8 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- BANCO SANTANDER CENTRAL HISPANO (FRMLY BANCO SANTANDER) Ticker: SBP Security ID: E19790109 Meeting Date: JUN 18, 2004 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 Approve Allocation of Income For For Management 3 Reelect and Ratify Management Board For For Management 4 Reelect Deloitte & Touche Espana SL as For For Management Auditors 5 Authorize Share Repurchase Program For For Management 6 Amend Articles 8,15,16,22,and 23 Re: For For Management Share Registry Entity, Elimination of Shareholding Requirement to Attend Shareholder Meetings, Remote Voting and Attendance; Add New Article and Change Numeration of Company's By-Laws 7 Approve New General Meeting Guidelines For For Management 8 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights 9 Authorize Issuance of Non-Convertible For For Management Bonds 10 Authorize Board to Ratify and Execute For For Management Approved Resolutions 11 Accept Board Guidelines Report For For Management -------------------------------------------------------------------------------- BANCO SANTANDER CENTRAL HISPANO (FRMLY BANCO SANTANDER) Ticker: BCH Security ID: E19790109 Meeting Date: JUN 19, 2004 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 Approve Allocation of Income For For Management 3 Reelect and Ratify Management Board For For Management 4 Reelect Deloitte & Touche Espana SL as For For Management Auditors 5 Authorize Share Repurchase Program For For Management 6 Amend Articles 8,15,16,22,and 23 Re: For For Management Share Registry Entity, Elimination of Shareholding Requirement to Attend Shareholder Meetings, Remote Voting and Attendance; Add New Article and Change Numeration of Company's By-Laws 7 Approve New General Meeting Guidelines For For Management 8 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights 9 Authorize Issuance of Non-Convertible For For Management Bonds 10 Authorize Board to Ratify and Execute For For Management Approved Resolutions 11 Accept Board Guidelines Report For For Management -------------------------------------------------------------------------------- CORPORACION MAPFRE SA Ticker: Security ID: E3449V117 Meeting Date: MAR 6, 2004 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; Allocate Income 2 Approve Dividends For Did Not Management Vote 3 Approve Discharge of Management Board For Did Not Management Vote 4 Elect Management Board; Nominate and For Did Not Management Ratify Appointment of Director Vote 5 Amend Article 23 Re: Introduction of For Did Not Management Audit Committee Regulations Vote 6 Approve General Meeting Guidelines For Did Not Management Vote 7 Approve Board Guidelines; Approve Annual For Did Not Management Corporate Governance Report; Approve Vote Audit Committee Report 8 Approve Reappointment of Ernst & Young SA For Did Not Management y Cia. as Auditors Vote 9 Authorize Board to Ratify and Execute For Did Not Management Approved Resolutions Vote 10 Approve Minutes of Meeting For Did Not Management Vote -------------------------------------------------------------------------------- ENAGAS SA Ticker: Security ID: E41759106 Meeting Date: APR 29, 2004 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports, Allocation of Income, and Discharge Directors 2 Fix Number of Directors; Elect Directors For For Management 3 Amend Articles 27, 31 Re: Meeting For For Management Attendance and Right to Information, Respectively 4 Approve General Meeting Guidelines For For Management 5 Approve Remuneration of Directors For For Management 6 Approve Auditors For For Management 7 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- ENAGAS SA Ticker: Security ID: E41759106 Meeting Date: APR 30, 2004 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports, Allocation of Income, and Discharge Directors 2 Fix Number of Directors; Elect Directors For For Management 3 Amend Articles 27, 31 Re: Meeting For For Management Attendance and Right to Information, Respectively 4 Approve General Meeting Guidelines For For Management 5 Approve Remuneration of Directors For For Management 6 Approve Auditors For For Management 7 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- ENDESA S.A. Ticker: Security ID: E41222113 Meeting Date: APR 2, 2004 Meeting Type: Annual Record Date: MAR 4, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 APPROVAL, WHEN APPROPRIATE, OF THE For Did Not Management FINANCIAL STATEMENTS (NOTES TO FINANCIAL Vote STATEMENTS, BALANCE SHEET AND STATEMENT OF INCOME) AND MANAGEMENT REPORT OF THE COMPANY. 2 APPROVAL OF THE APPROPRIATION OF INCOME For Did Not Management FOR THE YEAR AND DISTRIBUTION OF Vote DIVIDEND. 3 NEW WORDING OF ARTICLE 16 (ISSUE OF For Did Not Management DEBENTURES), AND ARTICLE 33 (RIGHT TO Vote INFORMATION). 4 INCLUSION OF A NEW ARTICLE 30 B IN THE For Did Not Management CURRENT BY-LAWS (VOTING AND Vote REPRESENTATION BY REMOTE MEANS OF COMMUNICATION). 5 NEW WORDING FOR ARTICLE 9 (RIGHT TO For Did Not Management INFORMATION), ARTICLE 12 (PUBLIC PROXY Vote SOLICITATION) AND ARTICLE 18 (SPEECHES) 6 INCLUSION OF A NEW ARTICLE 20 BIS IN THE For Did Not Management REGULATIONS (VOTING AND REPRESENTATION BY Vote REMOTE MEANS OF COMMUNICATION). 7 APPROVAL OF THE APPOINTMENT, ACCEPTANCE, For Did Not Management RATIFICATION AND RENEWAL PER THE BYLAWS Vote OF DIRECTORS. 8 Ratify Auditors For Did Not Management Vote 9 APPROVAL OF THE AUTHORIZATION FOR THE For Did Not Management COMPANY AND ITS SUBSIDIARIES TO BE ABLE Vote TO ACQUIRE TREASURY STOCK. 10 APPROVAL OF THE AUTHORIZATION OF THE For Did Not Management BOARD OF DIRECTORS TO CARRY OUT, Vote IMPLEMENT AND, IF APPROPRIATE, RECTIFY ANY RESOLUTIONS. -------------------------------------------------------------------------------- GAMESA CORP TECNOLOGIA (FRMELYGRUPO AUXILIAR METALURGICO) Ticker: Security ID: E54667105 Meeting Date: MAY 28, 2004 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Individual and Group Financial For For Management Statements, Allocation of Income and Distribution of Dividend, and Discharge Directors 2 Authorize Capitalization of Reserves of For For Management EUR 810,999.68 Through a Change in Par Value to EUR 0.17 Per Share 3 Approve General Meeting Guidelines; For For Management Information Re: Board Guidelines 4 Amend Articles For For Management 5 Approve Executive Stock Option Plan For Against Management 6 Authorize Repurchase of Shares For For Management 7 Approve Agreements Re: Individual and For For Management Group Auditor in Compliance With Spanish Law 8 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- GAMESA CORP TECNOLOGIA (FRMELYGRUPO AUXILIAR METALURGICO) Ticker: Security ID: E54667105 Meeting Date: MAY 29, 2004 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Individual and Group Financial For Did Not Management Statements, Allocation of Income and Vote Distribution of Dividend, and Discharge Directors 2 Authorize Capitalization of Reserves of For Did Not Management EUR 810,999.68 Through a Change in Par Vote Value to EUR 0.17 Per Share 3 Approve General Meeting Guidelines; For Did Not Management Information Re: Board Guidelines Vote 4 Amend Articles For Did Not Management Vote 5 Approve Executive Stock Option Plan For Did Not Management Vote 6 Authorize Repurchase of Shares For Did Not Management Vote 7 Approve Agreements Re: Individual and For Did Not Management Group Auditor in Compliance With Spanish Vote Law 8 Authorize Board to Ratify and Execute For Did Not Management Approved Resolutions Vote -------------------------------------------------------------------------------- GRUPO DRAGADOS (FRM. DRAGADOS Y CONSTRUCCIONES,) Ticker: Security ID: E5700X104 Meeting Date: OCT 13, 2003 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Balance Sheet Dated For Against Management 4-30-03 2 Approve Acquisition by ACS, Actividades For Against Management de Construccion y Servicios SA 3 Authorize Board to Ratify and Execute For Against Management Approved Resolutions -------------------------------------------------------------------------------- IBERIA LINEAS AEREAS DE ESPANA Ticker: Security ID: E6167M102 Meeting Date: JUN 23, 2004 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 Reelect Deloitte & Touche Espana S.L. as For For Management Auditors 3 Amend Articles 27, 28, 36, 37, 38, 40, For For Management and 41 Re: General Meeting, Attendance, Representation at the Meetings, Approval of Resolutions, Access to Information 4 Approve General Meeting Guidelines For For Management 5 Approve Stock Option Plan for Chairman of For Against Management Board 6 Approve Remuneration of Directors For For Management 7 Authorize Repurchase of Shares For For Management 8 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- IBERIA LINEAS AEREAS DE ESPANA Ticker: Security ID: E6167M102 Meeting Date: JUN 24, 2004 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 Reelect Deloitte & Touche Espana S.L. as For For Management Auditors 3 Amend Articles 27, 28, 36, 37, 38, 40, For For Management and 41 Re: General Meeting, Attendance, Representation at the Meetings, Approval of Resolutions, Access to Information 4 Approve General Meeting Guidelines For For Management 5 Approve Stock Option Plan for Chairman of For Against Management Board 6 Approve Remuneration of Directors For For Management 7 Authorize Repurchase of Shares For For Management 8 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- INDRA SISTEMAS SA Ticker: Security ID: E6271Z155 Meeting Date: JUN 25, 2004 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and Statutory For For Management Reports; Approve Allocation of Income 2 Accept Consolidated Financial Statements For For Management and Statutory Reports 3 Approve Discharge of Management Board For For Management 4 Approve Merger Balance Sheet; Approve For For Management Merger by Absorption of Sistemas Integrales Indraseg S.L. 5 Amend Articles 14 Re: Remote Voting, For For Management Representation and Voting Rights 6 Approve Changes to General Meeting For For Management Guidelines 7 Accept Report on Changes to the Board For For Management Guidelines 8 Fix Number of Directors; Elect Directors For For Management 9 Approve Remuneration of Directors For For Management 10 Approve Auditors For For Management 11 Authorize Share Repurchase Program For For Management 12 Allow Questions For For Management 13 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- INDRA SISTEMAS SA Ticker: Security ID: E6271Z155 Meeting Date: JUN 26, 2004 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and Statutory For For Management Reports; Approve Allocation of Income 2 Accept Consolidated Financial Statements For For Management and Statutory Reports 3 Approve Discharge of Management Board For For Management 4 Approve Merger Balance Sheet; Approve For For Management Merger by Absorption of Sistemas Integrales Indraseg S.L. 5 Amend Articles 14 Re: Remote Voting, For For Management Representation and Voting Rights 6 Approve Changes to General Meeting For For Management Guidelines 7 Accept Report on Changes to the Board For For Management Guidelines 8 Fix Number of Directors; Elect Directors For For Management 9 Approve Remuneration of Directors For For Management 10 Approve Auditors For For Management 11 Authorize Share Repurchase Program For For Management 12 Allow Questions For For Management 13 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- INDUSTRIA DE DISENO TEXTIL (INDITEX) Ticker: Security ID: E6282J109 Meeting Date: JUL 18, 2003 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Individual and Consolidated For For Management Financial Statements and Statutory Reports; Discharge Directors 2 Approve Allocation of Income and For For Management Dividends 3 Elect Directors For For Management 4 Amend Articles Re: General Meetings, For For Management Voting Rights, Adoption of Resolutions, Board Composition, Quorum Requirements, and Establishment of Audit Committee 5 Approve Board Guidelines For For Management 6 Authorize Repurchase of shares For For Management 7 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- PROMOTORA DE INFORMACIONES (FRMELY GRUPO PRISA) Ticker: Security ID: E8183K102 Meeting Date: APR 15, 2004 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Individual and Consolidated For For Management Financial Statements; Allocation of Income 2 Approve Discharge of Board of Directors For For Management 3 Approve Auditors For For Management 4 Elect Management Board For For Management 5 Amend Articles Re: Legal Provisions For For Management Governing the Company, Competencies, General Meeting, Number of Members and Duties, Audit Committee, Substitutions and Appointments, and Legal Compliance 6 Approve General Meeting Guidelines For For Management 7 Approve Stock Option Plan For Executive For For Management Directors and Managers 8 Authorize Repurchase of Shares For For Management 9 Accept Report Re: Board of Directors' For For Management Guidelines 10 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- RED ELECTRICA DE ESPANA Ticker: Security ID: E42807102 Meeting Date: JUL 16, 2003 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Articles Re: Corporate Purpose, For Against Management Share Capital, Shareholder Rights, General Meetings, Quorums, Board of Directors, Audit Committee, External Auditors, and Conflict Resolution 2 Approve General Meeting Guidelines For For Management 3 Fix Number of Directors For For Management 4 Elect Directors For For Management 5 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- RED ELECTRICA DE ESPANA Ticker: Security ID: E42807102 Meeting Date: MAY 5, 2004 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements, Allocation For For Management of Income and Distribution of a Dividend of EUR 0.548 Per Share, and Discharge Directors 2 Amend Articles 14, 15 and 17 Bis of For For Management Company Bylaws Re: Quorum, Shareholder Information and Attendance Rights, and Remote Voting 3 Amend Articles 2, 10, 11, and 15 of For For Management General Meeting Guidelines Re: Company's Website, Voting Representation, and Proposal Deliberations 4 Accept Report: Board of Directors' For For Management Guidelines 5 Reelect KPMG Auditores S.L. as Auditors For For Management 6 Authorize Repurchase of Shares For For Management 7 Authorize Board to Issue Bonds For For Management 8 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- RED ELECTRICA DE ESPANA Ticker: Security ID: E42807102 Meeting Date: MAY 6, 2004 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements, Allocation For For Management of Income and Distribution of a Dividend of EUR 0.548 Per Share, and Discharge Directors 2 Amend Articles 14, 15 and 17 Bis of For For Management Company Bylaws Re: Quorum, Shareholder Information and Attendance Rights, and Remote Voting 3 Amend Articles 2, 10, 11, and 15 of For For Management General Meeting Guidelines Re: Company's Website, Voting Representation, and Proposal Deliberations 4 Accept Report: Board of Directors' For For Management Guidelines 5 Reelect KPMG Auditores S.L. as Auditors For For Management 6 Authorize Repurchase of Shares For For Management 7 Authorize Board to Issue Bonds For For Management 8 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- REPSOL YPF SA (FORMERLY REPSOL, S.A.) Ticker: REP Security ID: E8471S130 Meeting Date: MAR 30, 2004 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements, Allocation For Did Not Management of Income and Distribution of Dividend of Vote EUR 0.40 Per Share, and Discharge Directors 2 Elect Management Board For Did Not Management Vote 3 Approve Deloitte & Touche Espana Auditors For Did Not Management SL as Auditors Vote 4 Authorize Repurchase of Shares up to a For Did Not Management Maximum of Five Percent of Capital Vote 5 Amend Articles Re: Legal Provisions For Did Not Management Governing the Company, Shareholders Vote Meeting, Right of Attendance, Representation, Board Composition, Administrators' Liability, and Debentures Issuance 6 Amend Articles Re: Regulations of the For Did Not Management General Shareholder's Meeting Vote 7 Authorize Board to Ratify and Execute For Did Not Management Approved Resolutions Vote -------------------------------------------------------------------------------- SOGECABLE SA Ticker: Security ID: E8900A114 Meeting Date: MAR 15, 2004 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For Did Not Management Statutory Reports; Allocation of Income Vote 2 Approve Discharge of Directors For Did Not Management Vote 3 Elect Directors, Including Jaime Terceira For Did Not Management Lomba Vote 4 Amend Articles Re: Compliance With For Did Not Management Spanish Law Concerning External Auditors Vote 5 Amend Articles Re: Meeting Attendance, For Did Not Management Chairmanship and Adoption of Agreements, Vote Audit Committee and Remote Voting 6 Approve Remuneration of Directors For Did Not Management Vote 7 Authorize Issuance of Convertible Bonds For Did Not Management and/or Other Debt Instruments without Vote Preemptive Rights; Authorize Board to Increase Capital to Service Conversion 8 Authorize Issuance of Convertible Bonds For Did Not Management and/or Other Debt Instruments with Vote Preemptive Rights; Authorize Board to Increase Capital to Service Conversion 9 Authorize Share Repurchase Program For Did Not Management Vote 10 Approve General Meeting Guidelines For Did Not Management Vote 11 Authorize Board to Ratify and Execute For Did Not Management Approved Resolutions Vote -------------------------------------------------------------------------------- TELEFONICA S.A. (FORMERLY TELEFONICA DE ESPANA, S.A.) Ticker: TEF Security ID: E90183182 Meeting Date: APR 29, 2004 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements, Allocation For For Management of Income, and Discharge Directors 2 Approve Dividend Per Share For For Management 3 Approve Auditors For For Management 4 Authorize Repurchase of Shares For For Management 5 Approve General Meeting Guidelines For For Management 6 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- TELEFONICA S.A. (FORMERLY TELEFONICA DE ESPANA, S.A.) Ticker: TEF Security ID: E90183182 Meeting Date: APR 30, 2004 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements, Allocation For For Management of Income, and Discharge Directors 2 Approve Dividend Per Share For For Management 3 Approve Auditors For For Management 4 Authorize Repurchase of Shares For For Management 5 Approve General Meeting Guidelines For For Management 6 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- TELEFONICA MOVILES Ticker: Security ID: E9016S114 Meeting Date: APR 16, 2004 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 of EUR 0.1838 Per Share For For Management 3 Approve Deloitte and Touche Espana S.L. For For Management as Auditors 4 Authorize Repurchase of Shares For For Management 5 Approve General Meeting Guidelines For For Management 6 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- TPI TELEFONICA PUBLICA E INFORMACION Ticker: Security ID: E9016X113 Meeting Date: APR 3, 2004 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Individual and Consolidated For Did Not Management Financial Statements, Allocation of Vote Income, and Discharge Directors 2 Approve Dividend of EUR 0.25 Per Share For Did Not Management Vote 3 Approve Auditors For Did Not Management Vote 4 Authorize Repurchase of Shares For Did Not Management Vote 5 Approve Application for Consolidated Tax For Did Not Management Status Vote 6 Approve General Meeting Guidelines For Did Not Management Vote 7 Authorize Board to Ratify and Execute For Did Not Management Approved Resolutions Vote -------------------------------------------------------------------------------- VISCOFAN SA, PAMPLONA(FORMERLY VISCOFAN, INDUSTRIA NAVARRA D Ticker: Security ID: E97579192 Meeting Date: JUN 13, 2004 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Meeting Agenda/Notice For For Management 2 Designate Two Shareholders to Approve and For For Management Sign Minutes of Meeting 3 Approve Financial Statements, Allocation For Against Management of Income, and Discharge Directors 4 Approve Auditors For For Management 5 Amend Articles 23 and 24 Re: Remote Vote For For Management 6 Approve General Meeting Guidelines; For For Management Report on Changes to Made to Guidelines of the Board of Directors 7 Approve EUR 146,504.70 Reduction in Share For For Management Capital Via Cancellation of 488,349 Company Treasury Shares; Amend Article 5 Accordingly 8 Authorize Share Repurchase Program For For Management 9 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- VISCOFAN SA, PAMPLONA(FORMERLY VISCOFAN, INDUSTRIA NAVARRA D Ticker: Security ID: E97579192 Meeting Date: JUN 14, 2004 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Meeting Agenda/Notice For For Management 2 Designate Two Shareholders to Approve and For For Management Sign Minutes of Meeting 3 Approve Financial Statements, Allocation For Against Management of Income, and Discharge Directors 4 Approve Auditors For For Management 5 Amend Articles 23 and 24 Re: Remote Vote For For Management 6 Approve General Meeting Guidelines; For For Management Report on Changes to Made to Guidelines of the Board of Directors 7 Approve EUR 146,504.70 Reduction in Share For For Management Capital Via Cancellation of 488,349 Company Treasury Shares; Amend Article 5 Accordingly 8 Authorize Share Repurchase Program For For Management 9 Authorize Board to Ratify and Execute For For Management Approved Resolutions 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 26, 2004 *By: /s/ Mark R. Manley ------------------ Mark R. Manley Secretary