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, 2006 - June 30, 2007 Item 1. Proxy Voting Record. ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-05189 Reporting Period: 07/01/2006 - 06/30/2007 The Spain Fund, Inc. ============================= THE SPAIN FUND, INC. ============================= ALTADIS S.A. (FORMERLY TABACALERA, S.A.) Ticker: ALT Security ID: E0432C106 Meeting Date: JUN 27, 2007 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 12-31-06, Approve Allocation of Income and Distribution of Dividend, and Discharge Directors 2 Reelect Jean-Pierre Tirouflet as Board For For Management Member 3 Elect/Reelect Auditors for Company and For For Management Consolidated Group 4 Approve .Reduction in Capital Via For For Management Amortization of Treasury Shares 5 Amend Articles 8 (Calling of Meeting), 14 For For Management (Delegation and Representation), and 22 (Voting on Resolutions) of General Meeting Guidelines to Conform with Unified Code's Recommendations 6 Authorize Repurchase of Shares For For Management 7 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- BANCO BILBAO VIZCAYA ARGENTARIA Ticker: Security ID: E11805103 Meeting Date: MAR 16, 2007 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 12-31-06, Allocation of Income and Distribution of Dividend, and Discharge Directors 2.1 Nominate Rafael Bermejo Blanco to Board For For Management of Directors 2.2 Ratify Richard C. Breeden as Board Member For For Management 2.3 Ratify Ramon Bustamante y de la Mora as For For Management Board Member 2.4 Ratify Jose Antonio Fernandez Rivero as For For Management Board Member 2.5 Ratify Ignacio Ferrero Jordi as Board For For Management Member 2.6 Ratify Roman Knorr Borras as Board Member For For Management 2.7 Ratify Enrique Medina Fernandez as Board For For Management Member 3 Authorize Increase in Authority Granted For For Management to the Board at the AGM Held on 3-18-06 by up to EUR 30 Billion Via Issuance of Non-convertible and Exchangeable Securities 4 Authorize Repurchase of Shares; Grant For For Management Authority to Reduce Capital Via Amortization of Treasury Shares 5 Reelect Auditors for Fiscal Year 2007 For For Management 6 Amend Article 36 of Bylaws Re: Length of For For Management Term and Reelection of Directors 7 Approve Creation of a Foundation for the For For Management Cooperation and Development of Social-Economic Projects through Micro-Financing Activities 8 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- BANCO BILBAO VIZCAYA ARGENTARIA Ticker: Security ID: E11805103 Meeting Date: JUN 20, 2007 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Authorize Issuance of 196 Million Shares For For Management without Preemptive Rights Re: Acquisition of Compass Bancshares Inc. 2 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- BANCO PASTOR S. A. Ticker: Security ID: E1943H154 Meeting Date: APR 26, 2007 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Individual and Consolidated For For Management Financial Statements for Fiscal Year 2006; Approve Discharge of Directors 2 Approve Allocation of Income and For For Management Dividends 3 Authorize Repurchase of Shares For For Management 4 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights 5 Authorize Issuance of Bonds/Debt For For Management Securities 6 Fix Number of Directors For For Management 7 Elect Directors to the Board For Against Management 8 Approve Auditors For For Management 9 Authorize Board to Ratify and Execute For For Management Approved Resolutions 10 Approve Minutes of Meeting For For Management -------------------------------------------------------------------------------- BANCO POPULAR ESPANOL Ticker: Security ID: E19550206 Meeting Date: MAY 30, 2007 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements, Allocation For For Management of Income, and Discharge Directors 2.1 Amend Article 14 of Bylaws Re: General For For Management Meeting Attemdance Limits 2.2 Amend Article 16 of Bylaws Re: For For Management Vice-President of the Board 2.3 Amend Articles 18 of Bylaws Re: Functions For For Management of the Secretary of the Board 2.4 Amend Articles 21 of Bylaws Re: Creation For For Management of New Board Committees 2.5 Amend Articles 22 and 23 of Bylaws and For For Management Delete Article 24 Re: Composition and Competencies of General Management 2.6 Amend Articles Re: Delete Article 25 For For Management 3.1 Amend Article 8 of General Meeting For For Management Guidelines Re: Information to be Included on Company Web Site 3.2 Amend Article 9 of General Meeting For For Management Guidelines Re: New General Meeting Competencies 3.3 Amend Articles 12 and 28 of General For For Management Meeting Guidelines Re: Publishing of Meeting Notice and Voting on Proposals 3.4 Amend Article 28 of General Meeting For For Management Guidelines Re: Separate Voting of Agenda Items 4.1 Elect Nicolas Osuna Garcia as Director For Against Management 4.2 Elect Helena Revoredo Delveccio as For Against Management Director 4.3 Elect Luis Herrando Prat de la Riba as For Against Management Director 4.4 Elect Francisco Aparicio Valls as For Against Management Director 4.5 Elect Sindicatura de Accionistas de BPE For Against Management as Director 5 Approve Auditors For For Management 6 Authorize Repurchase of Shares For For Management 7 Authorize Issuance of Bonds or Any Other For For Management Fixed Income Instrument 8 Approve Report on Remuneration of For For Management Directors 9 Present Report on Changes Made to the For For Management Board Guidelines 10 Implementation of the Consolidated Fiscal For For Management Tax Regime 11 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- BANCO SANTANDER CENTRAL HISPANO (FRMLY BANCO SANTANDER) Ticker: Security ID: E19790109 Meeting Date: OCT 22, 2006 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement with Riyal SL, For For Management Lodares Inversiones SL Sociedad Unipersonal, Somaen Dos SL Sociedad Unipersonal, Gessinest Consulting SA Sociedad Unipersonal, and Carvasa Inversiones SL Sociedad Unipersonal; Approve Consolidated Tax Regime 2 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- BANCO SANTANDER CENTRAL HISPANO (FRMLY BANCO SANTANDER) Ticker: Security ID: E19790109 Meeting Date: JUN 22, 2007 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 12-31-06 2 Approve Allocation of Income For For Management 3.1 Ratify Isabel Tocino Biscarolasaga as For For Management Board Member 3.2 Reelect Azzicurazioni Generali SpA as For For Management Board Member 3.3 Reelect Antonio Basagoiti Garcia-Tunon as For For Management Board Member 3.4 Reelect Antonio Escamez Torres as Board For For Management Member 3.5 Reelect Francisco Luzon Lopez as Board For For Management Member 4 Reelect Deloitte SL as Auditors For For Management 5 Authorize Repurchase of Shares For For Management 6.1 Amend Pragraph 1 of Article 1 of Bylaws For For Management Re: Company's Name 6.2 Amend Article 28 Re: Powers of the For For Management General Meeting 6.3 Amend Article 36 Re: Board Meetings For For Management 6.4 Amend Article 37 Re: Power of the Board For For Management of Directors 6.5 Amend Paragraph 1 of Article 40 Re: Audit For For Management and Compliance Committee 7.1 Amend Preamble of General Meeting For For Management Guidelines 7.2 Amend Article 2 Re: Powers of the General For For Management Meeting 7.3 Amend Articles 21 (Voting on Resolutions) For For Management and 22.1 (Adoption of Agreements) 7.4 Include New Article 22 and Remuneration For For Management of Current Article 22 Subsequent Articles 8 Authorize the Board to Increase Capital For For Management in Accordance with Article 153.1.A of Spanish Company Law 9 Authorize Issuance of Non-Convertible For For Management Fixed Income Securities 10 Approve Delivery of Free Shares (100 For For Management Shares) to Employees of the Bank, Including Executive Directors and Senior Managers 11 Amend Incentive Plan for Managers of For For Management Abbey National Bank Approved at the AGM Held on 6-17-06 12 Approve Incentive Long-Term Plan For For Management Consisting on the Delivery of Santander Shares and Linked to Pre-Determined Requirements or Total Return Results, and EPS 13 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- CEMENTOS PORTLAND VALDERRIVAS S.A Ticker: Security ID: E2801G106 Meeting Date: JUN 13, 2007 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 2006 2 Approve Allocation of Income and For For Management Dividends of EUR X Per Share 3 Fix Number and Elect Directors; Elect For For Management Melioto SL and Reelect EAC Inversiones Corporativas SL to the Board 4 Amend Articles For For Management 5 Approve Changes to General Meeting Rules For For Management 6 Authorize the Board to Increase Share For For Management Capital for a Period of Five Years in Accordance with Article 153 of Spanish Company Law 7 Authorize Repurchase of Shares within For For Management Limits Specified in Article 75 of Spanish Company Law 8 Ratify Auditors For For Management 9 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- CLINICA BAVIERA, SA. Ticker: Security ID: E3240H101 Meeting Date: JUN 29, 2007 Meeting Type: Annual/Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Individual and Consolidated For For Management Financial Statements, Allocation of Income and , and Discharge Directors for Fiscal Year Ended 12/31/06 2 Presentation/Report on Director None None Management Remuneration Policy 3 Approve Remuneration of Directors For For Management 4 Approve Corporate Goverance Report for For For Management Fiscal Year Ended 12/31/06 5 Authorize Board to Ratify and Execute For For Management Approved Resolutions 6 Allow Questions None None Management 7 Designate Two Shareholders to Approve and For For Management Sign Minutes of Meeting -------------------------------------------------------------------------------- CORPORACION DERMOESTETICA Ticker: Security ID: E3608F101 Meeting Date: MAY 19, 2007 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and Statutory For For Management Reports for Fiscal Year 2005 2 Approve Discharge of Management Board For For Management 3 Approve Auditors for Fiscal Year 2007 For For Management 4 Amend Company Articles 21 Re: Director For For Management Remuneration 5 Elect Directors For Against Management 6 Authorize Repurchase of Shares For For Management 7 Amend General Meeting Guidelines For Against Management 8 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: MAY 4, 2007 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Board Report Including Chapter on For Did Not Management Corporate Governance Vote 2 Approve Financial Statements and For Did Not Management Statutory Reports Vote 3 Approve Allocation of Income and For Did Not Management Dividends Vote 4 Approve Discharge of Board of Directors For Did Not Management Vote 5 Ratify Ernst & Young and KPMG Accountants For Did Not Management as Auditors Vote 6 Elect Michel Pebereau to Board of For Did Not Management Directors Vote 7 Elect Bodo Uebber to Board of Directors For Did Not Management Vote 8 Amend Articles For Did Not Management Vote 9 Grant Board Authority to Issue Shares and For Did Not Management Restricting/Excluding Preemptive Rights Vote 10 Cancellation of Shares Repurchased by the For Did Not Management Company Vote 11 Authorize Repurchase of Up to Ten Percent For Did Not Management of Issued Share Capital Vote -------------------------------------------------------------------------------- ENAGAS SA Ticker: Security ID: E41759106 Meeting Date: MAY 10, 2007 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 2006 2 Approve Allocation of Income For For Management 3 Approve Discharge of Management Board For For Management Corresponding to Fiscal Year 2006 4 Approve Deloitte S.L. as Auditors For For Management 5 Elect Directors to the Board For Against Management 6 Amend Articles 44 and 45 of Bylaws Re: For For Management Audit, Remuneration and Nominations Committee 7 Amend Articles 4 and 13.3 of General For For Management Meeting Guidelines Re: General Meeting Competencies; Voting; Unified Code of Corporate Governance 8 Present Information on Changes Made to For For Management Board Guidelines in Compliance with Unified Code of Corporate Governance 9 Approve Remuneration of Directors For For Management 10 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights 11 Authorize Issuance of Convertible Bonds For For Management without Preemptive Rights up to Aggregate Nominal Amount of EUR 2 Million 12 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- FOMENTO DE CONSTRUCCIONES Y CONTRATAS, S.A. Ticker: Security ID: E52236143 Meeting Date: JUN 28, 2007 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Individual and Consolidated For For Management Financial Statements for 2006 Fiscal Year; Approve Discharge Directors 2 Approve Allocation of Income For For Management 3.1 Amend Articles 18 and 23 Re: General For For Management Meeting Attendance and Rights to Receive Information 3.2 Amend Articles 26, 27, 28, 29, 35, 36, For For Management and 37 Re: Board of Directors, Composition, Nomination and Classification, Requirements and Office Term, Executive Committee and CEO, Executive Committee's Functions, and Remuneration 3.3 Amend Section3 of Title III and Article For For Management 38 Re: Audit and Control Committee and Competencies 4.1 Amend Articles 5, 6, and 8 of General For For Management Meeting Guidelines Re: Meeting Calls, Availability of Information, and Delegations 4.2 Amend Articles 9 and 15 of Meeting For For Management Guidelines Re: Rights and Obligations to Attend the Meeting, and Voting on Resolutions 5.1 Fix Number of Directors at 21 For For Management 5.2 Reelect B 1998 SL as Non-Independent For For Management Non-Executive Member of the Board 5.3 Reelect Francisco Mas-Sarda Casanelles as For For Management an Independent Member of the Board 5.4 Nominate Cesar Ortega Gomez as an For For Management Independent Member of the Board 5.5 Nominate Luis Manuel Portillo as For For Management Non-Independent Non-Executive Member of the Board 5.6 Nominate Mariano Miguel Velasco as For For Management Non-Independent Non-Executive Member of the Board 6 Inform Shareholders on Modifications Made For For Management to the Board Guidelines to Conform with Unified Code Recommendations and Provide Greater Clarification 7 Authorize Repurchase of Shares by Company For For Management and Subsidiaries 8 Reelect Auditors for Company and For For Management Consolidated Group 9 Authorize Board to Ratify and Execute For For Management Approved Resolutions 10 Approve Minutes of Meeting For For Management -------------------------------------------------------------------------------- GRIFOLS SA Ticker: Security ID: E5706X124 Meeting Date: JUN 20, 2007 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, 2006 2 Accept Consolidated Financial Statements For For Management and Statutory Reports for Fiscal Year Ended Dec 31, 2006 3 Approve Discharge of Management Board For For Management 4 Reelect Auditors for the Individual Firm For For Management 5 Reelect Auditors for the Consolidated For For Management Group 6 Reelect Victor Grifols Roura, Ramon Riera For For Management Roca, Juan Ignacio Twose Roura, Thorthol Holding, B.V.; and Ratify Appointment of Edgar Dalzell Jannotta 7 Amend the General Meeting Guidelines and For For Management the Board of Director Guidelines to Comply with the Recomendations of the Unified Code of Best Practices 8 Approve Remuneration of Directors For For Management 9 Authorize Repurchase of Shares 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: MAY 31, 2007 Meeting Type: Annual/Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Individual Financial Statements For For Management and Statutory Reports for Fiscal Year 2006 2 Approve Allocation of Income and For For Management Dividends 3 Accept Consolidated Financial Statements For For Management and Statutory Reports for Fiscal Year 2006 4 Approve Discharge of Management Board For For Management 5.1 Elect Alberto Thiebaut Oliveira to For For Management Management Board 5.2 Elect Enrique Giro Godo to Management For For Management Board 5.3 Elect Jose Valero Feliu to Management For For Management Board 6 Ratify Auditors For For Management 7 Authorize Repurchase of Shares For For Management 8 Authorize Board to Ratify and Execute For For Management Approved Resolutions 9 Approve Minutes of Meeting For For Management -------------------------------------------------------------------------------- GRUPO FERROVIAL S.A Ticker: Security ID: E5701R106 Meeting Date: MAR 30, 2007 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Report on the Board of Directors' None None Management Guidelines Approved at 2-23-07 2 Accept Individual Financial Statements For For Management and Statutory Reports for Fiscal Year Ended 12-31-06 3 Accept Consolidated Financial Statements For For Management and Statutory Reports for Fiscal Year Ended 12-31-06 4 Approve Allocation of Income For For Management 5 Approve Discharge of Directors For For Management 6 Ratify Appointment of Maria del Pino y For For Management Calvo Sotelo as Board Member 7 Reelect Auditors for Company and For For Management Consolidated Group 8.1 Amend Article 22 Re: Board Composition For For Management 8.2 Amend Article 23 Re: Class of Board For For Management Members 9.1 Amend Articles Re: Preamble of the For For Management General Meeting Guidelines 9.2 Amend Articles 5 of General Meeting For For Management Guidelines Re: Competencies of the General Meeting 9.3 Amend Article 22 of the General Meeting For For Management Guidelines Re: Voting on Resolutioins and Casting of Votes 10 Approve Variable Remuneration Granted in For For Management the form of Company's Stock for Senior Executives Members and Executive Directors of the Board 11 Void Authorization Granted at the 3-31-06 For For Management AGM and Authorize the Board to Repurchase of Shares 12 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- IBERDROLA S.A. Ticker: IBE Security ID: E6164R104 Meeting Date: MAR 28, 2007 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 12-31-06 2 Approve Allocation of Income and For For Management Distribution of Dividends 3 Accept Board of Director's Report on For For Management Company and Consolidated Group 4 Approve Discharge of Directors For For Management 5.1 Ratify Appointment of Inigo Victor de For For Management Oriol Ibarra as Board Member 5.2 Ratify Appointment of Ines Macho Stadler For For Management as Board Member 5.3 Ratify Appointment of Braulio Medel For For Management Camara as Board Member 5.4 Ratify Appointment of Jose Carlos Pla For For Management Royo as Board Member 6.1 Reelect Jose Orbegozo Arroyo as Board For For Management Member 6.2 Reelect Lucas Maria de Oriol For For Management Lopez-Montenegro as Board Member 6.3 Reelect Mariano de Ybarra y Zubiria as For For Management Board Member 6.4 Reelect Xabier de Irala Estevez Board For For Management Member 6.5 Reelect Inigo Victor de Oriol Ibarra as For For Management Board Member 6.6 Reelect Ines Machado Stadler as Board For For Management Member 6.7 Reelect Braulio Medel Camara as Board For For Management Member 7 Nominate Nicolas Osuna Garcia as Board For For Management Member 8 Approve 4:1 Stock Split and Subsequent For For Management Reduction of Par Value to EUR 0.75 Per Share from EUR 3 Per Share; Amend Article 5 of Bylaws Accordingly 9 Authorize Repurchase of Shares; Void For For Management Authorization Granted at the 3-30-06 AGM (Unused Amount) 10 Authorize the Board with the Power of For For Management Substitution to Issue Bonds/Debentures/Other Debt Securities up to Aggregate Nominal Amount of EUR 20 Billion and Promissory Notes up to an Amount of EUR 4 Billion; Void Authorization Granted at 3-30-06 AGM 11 Authorize the Board to Require the For For Management Listing and Delisting of Shares, Debt Securities, Bonds, Promissory Notes, and Preferred Stock from National and Foreign Secondary Markets; Void Authorization Granted at the 3-30-06 AGM 12 Authorize Board to Approve the Creation For For Management of Foundation; Void Authorization in it Unused Amount Granted at 3-30-06 AGM 13.1 Amend Articles 5, 6, 11, 12, 13, 14, 15 For For Management of Section I of Bylaws to Conform with Recommendations from the Spanish Unified Code of Best Practices 13.2 Amend Articles 16 to 25, 27 to 29, 32 to For For Management 34, 36 to 40, and 43 to 47, and Add New Article 48, Renumber Current Article 48 to 49, Amend Articles 50 to 53 Re: Conform with Recommendations from the Spanish Unified Code of Best Practices 13.3 Amend Articles 57, 58, 59, 60, 62, and 63 For For Management of Section IV of Bylaws to Conform with Recommendations from the Spanish Unified Code of Best Practices 13.4 Include New Section V Re: Final For For Management Provisions Consisting of a Sole Final Provision 13.5 Consolidate Amendments to Articles in For For Management Light with the Proposed Amendments 14 Amend Articles General Meeting Guidelines For For Management in Light of Amendments to Articles and Subsequent Approval of the New Text 15 Present Report Re: Amendments to General For For Management Meeting Guidelines in According with Article 115 of the Spanish Company Law 16 Approve EUR 790.13 Million Capital For For Management Increase Via Non-Rights Issuance of 263.38 Million of New Shares at EUR 3 Nominal Value and Share Issuance Premium to be Determined; Amend Article 5 Accordingly 17 Authorize Issuance of Simple Notes in the For For Management Minimal Nominal Amount of EUR 29.51 Million and Maximum Nonimal Amount of EUR 1.1 Billion; Authorize Board to Set All Terms and Conditions of Notes Issuance 18 Approve Within the Framework of the For For Management Scottish Power Plc Transaction the Continuity of the Share Purchase Plans Already Established with the Purpose of Managing its Rights and the Delivery of Iberdrola Shares under the Terms Established in the Transaction 19 Approve EUR 34.95 Million Capital For For Management Increase via Non-Right Issuance of 11.65 Million Shares of EUR 3 Par Value to Service the Stock Purchase Plan for Scottish Power Employees and Extend the Said Plans to Iberdrola Employees; Amend Article 5 of Bylaws 20 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- INDRA SISTEMAS SA Ticker: IDR Security ID: E6271Z155 Meeting Date: DEC 19, 2006 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Increase in Capital of EUR 3.61 For For Management Million by Issuance of 18.07 Million Class A Shares with an Issue Price of EUR 0.20 Each Without Preemptive Rights to Union Fenosa S.A.; Amend Article 5 of Bylaws to Reflect Increased Share Count 2 Fix Number of Directors For For Management 3 Elect Directors For For Management 4 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- INDRA SISTEMAS SA Ticker: IDR Security ID: E6271Z155 Meeting Date: JUN 20, 2007 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Individual Financial Statements For For Management for the Period Ended Dec. 31, 2006; Approve Allocation of Income 2 Accept Consolidated Financial Statements For For Management and Statutory Reports for the Period Ended Dec. 31, 2006 3 Approve Discharge of Directors For For Management 4 Approve Merger by Absorption of Azertia For For Management Tecnologias de la Informacion, BMB Gestion Documental, Soluziona Consultaria y Tecnologia and Soluziona Internacional Servicios Profesionales, and their respective direct subsidiaries 5 Fix Number of Directors For For Management 6.1 Elect Monica de Oriol e Icaza as Director For For Management 6.2 Elect Luis Lada Diaz as Director For For Management 6.3 Elect Administradora Valtenas, S.A. as For For Management Director 6.4 Elect Casa Grande de Cartagena, S.L. as For For Management Director 7.1 Approve Remuneration of Directors For For Management 7.2 Approve Remuneration of Senior Management For For Management 8 Amend Section 2 of Article 30 of Company For For Management Bylaws Re: Executive Committee 9 Amend Article 12 of General Meeting For For Management Guidelines Re: Fractioning of Votes 10 Approve Reduction of Captial Via the For For Management Amortization of 80,910 Class C Redeemable Shares and 42,648 Class D Redeemable Shares 11 Authorize Issuance Equity or For For Management Equity-Linked Securities, Including Redeemable Shares, without Preemptive Rights 12 Authorize Repurchase of Shares For For Management 13 Authorize Issuance of Convertible Bonds For For Management with or without Preemptive Rights; Increase Capital As Necessary for the Conversion and Authorize Board to Implement Capital Increase Accordingly 14 Approve Auditors for Fiscal Year 2007 For For Management 15 Approve Minutes of Meeting For For Management -------------------------------------------------------------------------------- INDUSTRIA DE DISENO TEXTIL (INDITEX) Ticker: Security ID: E6282J109 Meeting Date: JUL 18, 2006 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Individual Financial Statements For For Management and Discharge Directors for Fiscal Year Ended 01-31-06 2 Accept Consolidated Financial Statements For For Management and Discharge of Directors for Fiscal Year Ended 01-31-06 3 Approve Allocation of Income and For For Management Dividends 4 Reelect Director For For Management 5 Reelect Auditors For For Management 6 Amend Articles 17 and 27 Re: Calling of For For Management Shareholder Meetings and Director Terms 7 Amend General Meeting Guidelines Re: For For Management Calling of Shareholder Meetings and Vote Requirements for Certain Items 8 Approve Stock Option Plan for Executive For For Management Directors and Employees 9 Authorize Repurchase of Shares For For Management 10 Approve Remuneration of Directors For For Management 11 Present Report Re: General Meeting For For Management Guidelines 12 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- PROSEGUR COMPANIA DE SEGURIDAD S.A. Ticker: Security ID: E83453162 Meeting Date: JUN 28, 2007 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 Fiscal 2006 2 Approve Dividend Against 2006 Net Income For For Management 3.1 Amend Article 12 of Bylaws Re: For For Management Transactions with Company Shares 3.2 Amend Article 13 of Bylaws Re: Corporate For For Management Bodies 3.3 Amend Article 14.2 of Bylaws Re: General For For Management Meeting Competencies 3.4 Amend Part 1 of Article 15 of Bylaws Re: For For Management Ordinary and Extraordinary General Meetings 3.5 Amend Part 1 of Article 16 of Bylaws Re: For For Management Right to Information 3.6 Amend Bylaws by Inserting Article 17 Bis For For Management Re: Right of Attendance by Electronic Means 3.7 Amend Article 19.2 of Bylaws Re: Remote For For Management Adoption of Resolutions 3.8 Amend Part 4 of Article 21 of Bylaws Re: For For Management Board Composition and Election 3.9 Amend Part 3 of Article 22 of Bylaws Re: For For Management Board Meetings 3.10 Amend Part 5 and Include Part 8 of For For Management Article 23 of Bylaws Re: Board Meetings 3.11 Amend Articles 24.1.21 and 24.1.27 of For For Management Bylaws Re: Board Competencies 3.12 Amend Article 25 of Bylaws Re: Executive For For Management Committee 3.13 Amend Article 26 of Bylaws Re: Nomination For For Management & Remuneration Committee 3.14 Amend Article 27 of Bylaws Re: Audit For For Management Committee 3.15 Amend Part 1 of Article 28 of Bylaws Re: For For Management Chairman's Functions 4.1 Amend Introduction of General Meeting For For Management Guidelines 4.2 Amend Article 2 of General Meeting For For Management Guidelines Re: Competencies of General Meeting 4.3 Amend Article 6 of General Meeting For For Management Guidelines Re: Period for Calling of the General Meeting 4.4 Amend Article 7 of General Meeting For For Management Guidelines Re: Calling of the General Meeting 4.5 Amend Article 17 of General Meeting For For Management Guidelines Re: Remote Participation by Electronic Means 4.6 Amend Part 3 of Article 21 of General For For Management Meeting Guidelines Re: Separate Voting of Proposals 4.7 Amend Articles of General Meeting For For Management Guidelines to Introduce Part 6 of Article 21 Re: Distance Voting 5 Present Changes Made to Board Guidelines For For Management 6.1 Reelect Helena Revoredo Delvecchio as For Against Management Director 6.2 Reelect Isidro Fernandez-Barreiro as For For Management Director 6.3 Reelect Mirta Geisso Cazanave as Director For For Management 6.4 Reelect Chantal Gut Revoredo For For Management 6.5 Reelect Christian Gur Revoredo For For Management 7 Ratify Any Members That May Have Been For Against Management Appointed by Cooptation 8 Authorize Repurchase of Shares For For Management 9 Approve Auditors For For Management 10 Approve Remuneration of Directors For For Management 11 Authorize Board to Ratify and Execute For For Management Approved Resolutions 12 Allow Questions For For Management 13 Approve Minutes of Meeting For For Management -------------------------------------------------------------------------------- RED ELECTRICA DE ESPANA Ticker: Security ID: E42807102 Meeting Date: MAY 30, 2007 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, 2006 2 Accept Consolidated Financial Statements For For Management and Statutory Reports for Fiscal Year Ended Dec. 31, 2006 3 Approve Allocation of Income and For For Management Dividends for Fiscal Year Ended Dec. 31, 2006 4 Approve Discharge of Directors For For Management 5.1 Amend Article 11 of Company Bylaws Re: For For Management Annual General Meeting of Shareholders 5.2 Amend Articles 22, 23, and 24 of Company For For Management Bylaws Re: Board Committees 5.3 Amend Article 26 of Company Bylaws Re: For For Management Board Secretary 6.1 Amend Article 3 of General Meeting For For Management Guidelines Re: Authorities of the General Meetings 6.2 Amend Article 5 of General Meeting For For Management Guidelines Re: Convening of General Meetings 6.3 Amend Article 15.8 of General Meeting For For Management Guidelines Re:Voting During General Meetings 7 Approve Remuneration of Directors For For Management 8.1 Authorize Repurchase of Shares For For Management 8.2 Approve Use of Repurchased Shares for For For Management Executive and Director Remuneration 8.3 Revoke Previous Authority to Repurchase For For Management Shares Granted at May 26, 2006 9 Authorize Board to Ratify and Execute For For Management Approved Resolutions 10 Present and Inform Re: 2006 Corporate For For Management Governance Report -------------------------------------------------------------------------------- REPSOL YPF SA (FORMERLY REPSOL, S.A.) Ticker: REPYF Security ID: E8471S130 Meeting Date: MAY 8, 2007 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 12-31-06, Allocation of Income, and Discharge Directors 2 Amend Articles of Bylaws Re: Changes to For For Management Share Capital; Preemptive Rights; Calling of Shareholder Meetings; Right of Attendance and Voting; Chairman of Meeting; Secretary and Vice-Secretary; Director Terms; Company Web Page; Financial Statements 3 Amend Articles of General Meeting For For Management Guidelines Re: Calling of Shareholder Meetings; Right of Attendance and Voting; Meeting Chairman; Voting on Agenda Items 4.1 Fix Number of Directors For For Management 4.2 Elect Juan Abello Gallo as Director For For Management 4.3 Elect Luis Fernando del Rivero Asensio as For For Management Director 4.4 Elect Manuel Raventos Negra as Director For For Management 4.5 Elect Jose Manuel Loureda Mantinan as For For Management Director 4.6 Elect Antonio Brufau Niubo as Director For For Management 4.7 Elect Carmelo de las Morenas Lopez as For For Management Director 4.8 Elect Luis Carlos Coissier Batista as For For Management Director 4.9 Elect Angel Durandez Adeva as Director For For Management 5 Approve Auditors For For Management 6 Authorize Repurchase of Shares For For Management 7 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- TECNICAS REUNIDAS S.A Ticker: Security ID: E9055J108 Meeting Date: JUN 26, 2007 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Individual Financial Statements For For Management and Statutory Reports for Fiscal 2006 2 Accept Consolidated Financial Statements For For Management and Statutory Reports for Fiscal 2006 3 Approve Allocation of Income For For Management 4 Approve Discharge of Management Board For For Management 5 Accept Resignation and Approve Election For For Management of Directors 6 Reelect Auditors for Fiscal 2007 For For Management 7 Authorize Repurchase of Shares For For Management 8 Approve Establishment of Associations and For For Management Foundations 9 Approve Annual Remuneration of Directors For For Management 10 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- TELEFONICA S.A. (FORMERLY TELEFONICA DE ESPANA, S.A.) Ticker: TLFNF Security ID: 879382109 Meeting Date: MAY 9, 2007 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 of Directors 2.1 Elect Cesar Alierta Izuel to the Board For For Management 2.2 Elect Maximino Carpio Garcia to the Board For For Management 2.3 Elect Gonzalo Hinojosa Fernandez de For For Management Angulo to the Board 2.4 Elect Pablo Isla Alvarez de Tejera to the For For Management Board 2.5 Elect Enrique Used Aznar to the Board For For Management 2.6 Elect Gregorio Villalabeitia Galarraga to For For Management the Board 2.7 Elect Jose Maria Alarez-Pallete Lopez to For For Management the Board 3 Authorize Repurchase of Shares For For Management 4 Authorize Issuance of Convertible Bonds For Against Management or Other Debt Instruments 5 Cancel Treasury Shares; Amend Articles to For For Management Reflect the Change in Share Capital 6.1 Amend Articles 14-16 and 18-20 of Bylaws For For Management Re: General Meetings 6.2 Amend Articles 17, 17 Bis and 20 Bis of For For Management Bylaws Re: Right of Attendance; Remote Voting 6.3 Amend Articles 24, 25, 27, 30 and 31 Bis For For Management Re: Board of Directors 7.1 Amend Article 5 of the General Meeting For For Management Guidelines Re: General Meeting Competencies 7.2 Amend Articles 7-10 of the General For For Management Meeting Guidelines Re: Calling of the General Meeting 7.3 Amend Articles 13, 15, 17 Bis and 20 Bis For For Management of the General Meeting Guidelines Re: Remote Voting 7.4 Amend Articles 21 and 24 of the General For For Management Meeting Guidelines Re: Voting on Agenda Items 8 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- URALITA S.A. Ticker: Security ID: E95259201 Meeting Date: MAY 17, 2007 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 Dividends For For Management 3 Approve Auditors For For Management 4 Authorize Repurchase of Shares For For Management 5 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 30, 2007 *By: /s/ Emilie D. Wrapp -------------------- Emilie D. Wrapp Secretary