def14a
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Filed by the Registrant þ |
| Filed by a Party other than the Registrant o |
| Check the appropriate box: |
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to § 240.14a-11(c) or § 240.14a-12 |
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THE
MEXICO EQUITY AND INCOME FUND, INC. |
(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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| Payment of Filing Fee (check the appropriate box): |
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Title of each class of securities to which transaction applies: |
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N/A |
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Aggregate number of securities to which transaction applies:
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N/A |
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Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and
state how it was determined): |
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N/A |
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Proposed maximum aggregate value of transaction: |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing. |
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Amount previously paid: |
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N/A |
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Form, Schedule or Registration Statement No.: |
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Date Filed: |
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TABLE OF CONTENTS
THE MEXICO EQUITY AND INCOME FUND, INC.
615 E. Michigan St., 2nd Floor
Milwaukee, Wisconsin 53202
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held November 15, 2006
NOTICE IS HEREBY GIVEN that the Annual Meeting (the “Meeting”) of holders of shares of the
common stock and preferred stock (collectively, the “Stockholders”) of The Mexico Equity and Income
Fund, Inc., a Maryland corporation (the “Fund”), will be held at the offices of Blank Rome LLP, 405
Lexington Avenue, 23rd Floor, New York, New York 10174 on Wednesday, November 15, 2006,
at 10:00 a.m., Eastern Time, for the following purposes:
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To elect the Class II Directors to the Fund’s Board of Directors as follows:
(Proposal I); |
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(i) one Class II Director to be elected by the holders of the Fund’s common stock,
voting as a separate class; and |
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(ii) one Class II Director to be elected by the holders of the Fund’s preferred
stock, voting as a separate class; and |
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To request that the holders of each of the Fund’s common stock and preferred
stock, each voting as a separate class, ratify the Fund’s prior issuance of shares of
its preferred stock (Proposal II); and |
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To consider and vote upon such other matters as may properly come before said
Meeting or any adjournment thereof. |
The Board of Directors has fixed the close of business on September 25, 2006 as the record
date for the determination of Stockholders entitled to notice of, and to vote at this Meeting or
any adjournment thereof. The stock transfer books will not be closed.
Copies of the Fund’s most recent annual report and semi-annual report may be ordered free of
charge to any Stockholder by writing to the Fund c/o U.S. Bancorp Fund Services, LLC, 615 E.
Michigan St., 2nd Floor, Milwaukee, Wisconsin 53202, or by telephone at (888) 294-8217.
The Fund’s most recent annual report was mailed to Stockholders on September 28, 2006.
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By Order of the Board of Directors, |
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Francisco Lopez |
Dated: October 23, 2006
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Secretary |
UNLESS YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE FILL IN, DATE, SIGN AND MAIL THE ENCLOSED
PROXY CARD IN THE ENCLOSED REPLY
ENVELOPE. YOUR PROMPT RESPONSE WILL ASSURE A QUORUM AT THE MEETING.
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance to you and avoid the time
and expense to the Fund involved in validating your vote if you fail to sign your proxy card
properly.
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Individual Accounts: Sign your name exactly as it appears in the registration on the proxy
card. |
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Joint Accounts: Either party may sign, but the name of the party signing should conform
exactly to a name shown in the registration. |
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Other Accounts: The capacity of the individual signing the proxy card should be indicated
unless it is reflected in the form of registration. For example: |
REGISTRATION
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| Corporate Accounts |
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Valid Signature |
(1)
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ABC Corp.
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ABC Corp. (by John Doe, Treasurer) |
(2)
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ABC Corp.
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John Doe, Treasurer |
(3)
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ABC Corp.
c/o John Doe, Treasurer
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John Doe |
(4)
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ABC Corp. Profit Sharing Plan
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John Doe, Trustee |
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| Trust Accounts |
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(1)
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ABC Trust
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Jane B. Doe, Trustee |
(2)
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Jane B. Doe, Trustee |
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u/t/d/ 12/28/78
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Jane B. Doe |
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| Custodial or Estate Accounts |
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(1)
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John B. Smith, Cust. |
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f/b/o John B. Smith, Jr. UGMA
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John B. Smith |
(2)
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John B. Smith
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John B. Smith, Jr., Executor |
If you are a holder of the Fund’s common stock, please ensure that you complete the WHITE proxy
card designated to be completed by common Stockholders.
If you are a holder of the Fund’s preferred stock, please ensure that you complete the BLUE proxy
card designated to be completed by preferred Stockholders.
(i)
THE MEXICO EQUITY AND INCOME FUND, INC.
615 E. Michigan St., 2nd Floor
Milwaukee, Wisconsin 53202
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
to be held on November 15, 2006
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of proxies by the Board
of Directors of The Mexico Equity and Income Fund, Inc. (the “Fund”) for use at the Annual Meeting
of Stockholders (the “Meeting”) to be held at the offices of Blank Rome LLP, 405 Lexington Avenue,
23rd Floor, New York, New York 10174 on Wednesday, November 15, 2006, at 10:00 a.m.,
Eastern time, and at any and all adjournments thereof. A form of proxy for each of the common
Stockholders and preferred Stockholders is enclosed herewith. This Proxy Statement and the
accompanying forms of proxy are being first mailed to Stockholders on or about October 23, 2006.
Any Stockholder who executes and delivers a proxy may revoke it by written communication to
the Secretary of the Fund at any time prior to its use or by voting in person at the Meeting.
Unrevoked proxies will be voted in accordance with the specifications thereon and, unless specified
to the contrary, will be voted FOR the election of the nominees for Directors, and FOR the
ratification of the Fund’s prior issuance of shares of its preferred stock.
In general, abstentions and broker non-votes (reflected by signed but unvoted proxies), as
defined below, count for purposes of obtaining a quorum but do not count as votes cast with respect
to any proposal where the broker does not have discretion. With respect to a proposal requiring
the affirmative vote of a majority of the Fund’s outstanding shares of common stock or preferred
stock, the effect of abstentions and broker non-votes is the same as a vote against such proposal.
Otherwise, abstentions and broker non-votes have no effect on the outcome of a proposal. Broker
non-votes occur when shares, held in the name of the broker or nominees for whom an executed proxy
is received by the Fund, are not voted on a proposal because voting instructions have not been
received from the beneficial owners or persons entitled to vote and the broker or nominee does not
have discretionary voting power.
In the event that a quorum is not present at the Meeting, the persons named as proxies may
propose one or more adjournments of the Meeting to a date not more than one hundred twenty (120)
days after the original record date to permit further solicitation of proxies. Any such
adjournment will require the affirmative vote of a majority of those shares represented at the
Meeting in person or by proxy. The persons named as proxies will vote those proxies that they are
entitled to vote FOR or AGAINST any such proposal in their discretion. Under the By-laws of the
Fund, a quorum is constituted by the presence in person or by proxy of the holders of
1
record of a majority of the outstanding shares of capital stock of the Fund entitled to vote
at the Meeting.
The
Fund has engaged The Altman Group as its proxy solicitor. The cost of
soliciting the proxies has been estimated to be approximately $6,000
and such cost shall be borne by the Fund. Proxy solicitations will be
made primarily by mail, but solicitations may also be made by telephone, telegraph or personal
interviews conducted by The Altman Group.
The Fund will, upon request, bear the reasonable expenses of brokers, banks and their nominees
who are holders of record of the Fund’s common stock and preferred stock on the record date,
incurred in mailing copies of this Notice of Meeting and Proxy Statement and the enclosed forms of
proxy to the beneficial owners of the Fund’s common stock and preferred stock.
Only holders of issued and outstanding shares of the Fund’s common stock and/or preferred
stock of record on the close of business on September 25, 2006 are entitled to notice of, and to
vote at, the Meeting. Each such holder is entitled to one vote per share of common stock and one
vote per share of preferred stock so held. On September 25, 2006, there were 2,473,504 shares of
the Fund’s common stock issued and outstanding and 1,429,336 shares of the Fund’s preferred stock
issued and outstanding. The Fund is a closed-end, management investment company.
SUMMARY OF VOTING RIGHTS ON PROXY PROPOSALS
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| PROPOSAL |
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COMMON STOCKHOLDERS |
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PREFERRED STOCKHOLDERS |
Election of Directors
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Common Stockholders,
voting as a single
class, elect one
Class II Director
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Preferred
Stockholders, voting
as a single class,
elect one Class II
Director |
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Preferred Stock Issuance
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Common Stockholders,
voting as a single
class, vote to ratify
the prior issuance of
the Fund’s preferred
stock
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Preferred
Stockholders, voting
as a single class,
vote to ratify the
prior issuance of the
Fund’s preferred
stock |
A copy of the Fund’s most recent annual report for the year ended July 31, 2006 may be
ordered free of charge by any Stockholder by writing to the Fund c/o U.S. Bancorp Fund Services,
LLC, 615 E. Michigan St., 2nd Floor, Milwaukee, Wisconsin 53202, or by telephone at
(888) 294-8217. The Fund’s most recent annual report was mailed to Stockholders on September 28,
2006.
This Proxy Statement is first being mailed to all Stockholders on or about October 23, 2006.
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PROPOSAL I: ELECTION OF DIRECTORS
In accordance with the Fund’s Articles of Incorporation, the terms of the Fund’s Board of
Directors are staggered. The Board of Directors is divided into three classes: Class I, Class II
and Class III, each class having a term of three years. Each year the term of office of one Class
expires. The effect of these staggered terms is to limit the ability of other entities or persons
to acquire control of the Fund by delaying the replacement of a majority of the Board of Directors.
The Fund’s Articles Supplementary provide that the holders of the Fund’s preferred stock shall
have the right to vote separately as a single class to elect at least two directors. At the
Meeting, holders of the Fund’s common stock and preferred stock will be asked to elect two Class II
Directors to hold office until the year 2009 Annual Meeting of Stockholders or thereafter until
their successors are duly elected and qualified. In accordance with the Fund’s Articles
Supplementary, the holders of the Fund’s preferred stock will be asked to vote separately as a
single class to elect one Class II Director. The holders of the Fund’s common stock will be asked
to vote separately as a class to elect the second Class II Director. At the next Annual Meeting,
holders of the Fund’s preferred stock will have the right to vote as a single class to elect one
Class III Director to hold office until the Year 2010 Annual Meeting.
The Board of Directors has nominated Messrs. Rajeev Das and Andrew Dakos be elected by the
holders of the Fund’s preferred stock and the Fund’s common stock, respectively, to serve as Class
II Directors of the Fund.
In the event that the nominees become unavailable for election for any presently unforeseen
reason, the persons named in the form of proxy will vote for any nominee who shall be designated by
the present Board of Directors. Each Class II Director shall be elected by a plurality of the
shares voting at the Meeting.
At the Meeting, the holders of the Fund’s preferred stock will be asked to vote for the
election of Mr. Rajeev Das as a Class II Director, while the holders of the Fund’s common stock
will be asked to vote for the election of Mr. Andrew Dakos as a Class II Director. If elected,
Messrs. Das and Dakos will each serve until the year 2009 Annual Meeting of Stockholders or
thereafter until each of their respective successors are duly elected and qualified. If elected,
Messrs. Das and Dakos have each consented to serve as Directors of the Fund until his successor is
duly elected and qualified.
The persons named in the accompanying forms of proxy intend to vote at the Meeting (unless
directed not to vote) FOR the election of Messrs. Das and Dakos. The nominees have indicated that
they will serve if elected, and the Board of Directors has no reason to believe that the nominees
named above will become unavailable for election as Directors, but if Messrs. Das and Dakos should
be unable to serve, the proxy will be voted for any other persons determined by the persons named
in the proxy in accordance with their judgment.
The following tables set forth the year born and principal occupation of each of the Directors
and the nominees for election as Class II Directors:
NOMINEES
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Directorships held by |
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Term of |
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Nominee Director |
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Office |
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Principal Occupation |
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Outside of Fund |
| Year Born |
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Position(s) with Fund |
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Since |
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during past 5 years |
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Complex* |
| Class II Independent Director Nominees to serve until the Year 2009 Annual Meeting of Stockholders: |
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Rajeev Das (1968)**
68 Lafayette Ave.
Dumont, NJ 07628
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Director
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2001 |
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Senior Analyst,
Kimball & Winthrop,
Inc. (an investment
advisory firm) and
Managing Member of
the general partner
of Opportunity
Income Plus L.P.
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None |
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Andrew Dakos***
(1966)
5 Ryan Court
Towaco, NJ 07082
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Director and
Chairman of Audit
Committee
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2001 |
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Managing Member of
the general partner
of Full Value
Partners L.P. (an
investment
partnership);
President of
Elmhurst Capital,
Inc. (an investment
advisory firm)
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None |
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The Fund Complex is comprised of only the Fund because the nominees did not serve
as directors to another investment company which was managed by Pichardo Asset
Management, S.A. de C.V. during the fiscal year ended July 31, 2006. |
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Rajeev Das is to be elected by the holders of the Fund’s preferred stock at the
Meeting. Holders of the Fund’s common stock will not vote for the election of Rajeev
Das. |
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Andrew Dakos is to be elected by the holders of the Fund’s common stock at the
Meeting. Holders of the Fund’s preferred stock will not vote for the election of
Andrew Dakos. |
REMAINING BOARD OF DIRECTORS
The following tables set forth the name, address, year born and principal occupation of each of the
remaining Directors of the Fund:
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Directorships held by |
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Term of |
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Nominee Director |
| Name, Address and |
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Office |
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Principal Occupation |
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Outside of Fund |
| Year Born |
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Position with Fund |
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Since |
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during past 5 years |
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Complex* |
| Class III Interested Directors serving until the Year 2007 Annual Meeting of Stockholders: |
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Gerald Hellerman**
(1937)
10965 Eight Bells
Lane
Columbia, MD 21044
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Director, Chief Financial Officer and Chief
Compliance Officer
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2001 |
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Principal, Hellerman
Associates, (a financial and
corporate consulting firm);
Manager/Investment Advisor,
U.S. Department of Justice
Settlement Trust
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Director, Brantley
Capital Corporation
(a business
development
company); Director,
MVC Capital, Inc.
(a business
development
company); Director,
AirNet Systems,
Inc. (a specialty
air courier);
Director, FNC
Realty Corporation
(a real estate
development and
management
company); Director,
Innovative Clinical
Solutions, Ltd. (a
company formerly
engaged in
conducting clinical trials and physician network management); Director, Old Mutual 2100 Absolute Return Fund, L.L.C.; Trustee, Third Avenue Value Trust;
Trustee, Third
Avenue Variable
Series Trust;
Director, Clemente
Global Growth Fund |
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Pablo Padilla
(1962)**
Blvd. Adolfo Lopez
Mateos 2370, 1st
Floor
Mexico City,
Mexico 01060
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Director
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2005 |
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Principal Partner,
Columbus de Mexico
Advisers
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None |
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The Fund Complex is comprised of only the Fund. |
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Messrs. Hellerman and Padilla shall be considered “interested” directors, as
defined in the Investment Company Act of 1940 (the “1940” Act). |
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Directorships held by |
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Term of |
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Nominee Director |
| Name, Address and |
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Office |
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Principal Occupation |
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Outside of Fund |
| Year Born |
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Position with Fund |
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Since |
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during past 5 years |
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Complex* |
| Class I Independent Directors serving until the Year 2008 Annual Meeting of Stockholders: |
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Glenn Goodstein (1963)
2308 Camino Robledo
Carlsbad, CA 92009
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Director
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2001 |
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Registered
investment adviser;
Managing Member of
the General Partner
of Mercury Partners
LP (an investment
partnership)
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None |
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Phillip Goldstein (1945)
60 Heritage Drive
Pleasantville, NY 10570
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Director
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2000 |
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President, Kimball
& Winthrop, Inc.
(an investment
advisory firm); and
general partner of
Opportunity
Partners L.P. (an
investment
partnership)
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Director of
Brantley Capital
Corporation (a
business
development
company); The
Emerging Markets
Telecommunications
Fund (a registered
closed-end
investment company)
and First Israel
Funds (a registered
closed-end
investment Company) |
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| * |
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The Fund Complex is comprised of only the Fund. |
The following table sets forth, for each Director, the aggregate dollar range of
equity securities in the Fund that is owned by the Director as of September 25, 2006. The
information as to beneficial ownership is based on statements furnished to the Fund by each
Director.
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Dollar Range of |
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Equity Securities in |
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the Fund. |
Phillip Goldstein |
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Over $100,000 |
Glenn Goodstein |
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Over $100,000 |
Andrew Dakos |
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Over $100,000 |
Rajeev Das |
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Over $100,000 |
Gerald Hellerman |
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None |
Pablo Padilla |
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None |
EXECUTIVE OFFICERS
In addition to Mr. Hellerman, the current officers of the Fund are:
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Term of |
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Directorships |
| Name, Address and |
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Position(s) |
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Office |
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Principal Occupation |
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held by |
| Age |
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with Fund |
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Since |
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during past 5 years |
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Officer |
Maria Eugenia
Pichardo (1950)
408 Teopanzolco
Avenue
3rd Floor – Reforma
Cuernavaca, 62260
Morelos Mexico
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President
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2004 |
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Portfolio manager
of the Fund since
the Fund’s
inception in 1990;
President and
General Partner of
Pichardo Asset
Management, S.A. de
C.V., the Fund’s
registered
investment adviser
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None |
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Francisco Lopez
(1971)
408 Teopanzolco
Avenue
3rd Floor – Reforma
Cuernavaca, 62260
Morelos Mexico
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Secretary
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2005 |
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For the period May
1997 through
December 2002,
acted as portfolio
manager assistant
to the Fund at
Acciones y Valores
de Mexico, S.A. de
C.V., a wholly
owned subsidiary of
Acciworldwide, S.A.
de C.V., the Fund’s
registered
investment adviser
prior to 2002;
Portfolio manager
at Pichardo Asset
Management, S.A. de
C.V., the Fund’s
registered
investment adviser
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None |
Under the federal securities laws, the Fund is required to provide to Stockholders in
connection with the Meeting information regarding compensation paid to Directors by the Fund as
well as by the various other U.S. registered investment companies advised by the Fund’s investment
manager during its prior fiscal year. The Fund pays each of its directors who is not a director,
officer or employee of Pichardo Asset Management, S.A. de C.V.
(“PAM”), U.S. Bancorp Fund Services, LLC, the administrator
to the Fund (the “Administrator”), or any affiliate thereof an annual fee of $12,000
plus $1,000 for each Board of Directors meeting attended in person and $100 for each special
telephonic meeting attended. In addition, the Fund pays the members of the Audit Committee,
comprised of Messrs. Rajeev Das, Phillip Goldstein and Andrew Dakos, $250 per meeting attended.
The Fund’s Pricing Committee members, consisting of Messrs. Goodstein, Goldstein, Dakos and Das,
are paid $100 each for each pricing committee meeting that does not occur in conjunction with a
regularly scheduled Board meeting. At the Board of Directors meeting held on September 28, 2004,
Mr. Gerald Hellerman was appointed Chief Compliance Officer of the Fund. For serving the Fund as
Chief Compliance Officer, in addition to the aforementioned Directors’ fees, Mr. Hellerman receives
an annual salary in the amount of $24,000, which is paid by the Fund. In addition, the Fund
reimburses the Directors for travel and out-of-pocket expenses incurred in connection with Board of
Directors’ meetings. Mr. Padilla does not receive a salary for his services as a Director of the
Fund.
The following table provides information concerning the compensation paid during the fiscal
year ending July 31, 2006 to each Director of the Fund. All of the Directors, expect Messr.
Padilla, received compensation for serving as a Director of the Fund. Please note that the Fund
has no bonus, profit sharing, pension or retirement plans.
| |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Aggregate |
| |
|
Director |
|
Compensation |
| Name of Director |
|
Since |
|
From Fund |
Phillip Goldstein |
|
|
2000 |
|
|
$ |
12,369.50 |
|
Glenn Goodstein |
|
|
2001 |
|
|
$ |
14,242.49 |
|
Andrew Dakos |
|
|
2001 |
|
|
$ |
12,621.95 |
|
Rajeev Das |
|
|
2001 |
|
|
$ |
12,300.00 |
|
Gerald Hellerman |
|
|
2001 |
|
|
$ |
35,116.28 |
|
Pablo Padilla |
|
|
2005 |
|
|
$ |
0.00 |
|
Each Director attended, in person or by telephone, at least seventy-five (75%) percent or
more of the six (6) meetings of the Board of Directors (including regularly scheduled and special
meetings) held during the last fiscal year in which he was a Director.
Nominating Committee
At the Quarterly Meeting of the Board of Directors held on June 20, 2002, the Board of
Directors established a Nominating Committee. The Nominating Committee is comprised of Messrs.
Goodstein, Goldstein, Dakos and Das. The Nominating Committee is responsible for seeking and
reviewing candidates for consideration as nominees for Directors as is from time to time considered
necessary or appropriate. It is the policy of the Nominating Committee to consider nominees
recommended by Stockholders of the Fund so long as the Stockholders properly submit their
recommendations in accordance with the requirements contained in the Proposals To Be Submitted By
Stockholders section contained herein. During the last fiscal year, the Nominating Committee
conducted one meeting.
AUDIT COMMITTEE
The members of the Audit Committee are Messrs. Das, Dakos and Goldstein, each of whom is an
independent director. The principal functions of the Audit Committee include, but are not limited
to, (i) the oversight of the accounting and financial reporting processes of the Fund and its
internal control over financial reporting; (ii) the oversight of the quality and integrity of the
Fund’s financial statements and the independent audit thereof; and (iii) the approval, prior to the
engagement of, the Fund’s independent auditors and, in connection therewith, to review and evaluate
the qualifications, independence and performance of the Fund’s independent auditors. The Audit
Committee convened once during the fiscal year ending July 31, 2006.
The following table sets forth the aggregate fees billed by Tait, Weller & Baker, the
independent accountants for the Fund’s most recent fiscal year, for professional services rendered
for: (i) the audit of the Fund’s annual financial statements and the review of financial statements
included in the Fund’s reports to Stockholders (“Audit Fees”); (ii) financial information systems
design and implementation services provided to the Fund, its investment manager and entities that
control, are controlled by or under common control with the Fund’s investment manager that provides
services to the Fund (“Financial Information Systems Design”); and (iii) all other services
provided to the Fund, its investment manager and entities that control, are controlled by or under
common control with the Fund’s investment manager that provides services to the Fund (“All Other
Fees”).
| |
|
|
|
|
|
|
|
|
| Audit Fees |
|
Financial Information Systems Design |
|
All Other Fees |
$24,885 |
|
$ |
0 |
|
|
$ |
0 |
|
All of the services performed by the Fund’s independent auditors, including audit related
and non-audit related services, were pre-approved by the Audit Committee, as required under the
Audit Committee Charter.
The Audit Committee has considered and determined that the services provided by Tait, Weller &
Baker are compatible with maintaining Tait, Weller & Baker’s independence. The aggregate fees
included in Audit Fees are fees billed for the calendar year for the audit of the Fund’s annual
financial statements. Of the time expended by the Fund’s principal accountant to audit the Fund’s
financial statements for the Fund’s most recent fiscal year, less than 50% of such time involved
work performed by persons other than the principal accountant’s full time, permanent employees.
Audit Committee Report
The Audit Committee has met and held discussions with the Fund’s Administrator and the Fund’s
independent accountants. The independent accountants represented to the Audit Committee that the
Fund’s financial statements were prepared in accordance with U.S. generally accepted accounting
principles, and the Audit Committee has reviewed and discussed the financial statements with the
Fund’s Administrator and its independent accountants. The Audit Committee also discussed with the
independent accountants matters required to be discussed by Statement on Auditing Standards No. 61.
The Fund’s independent accountants also provided to the Audit Committee the written
disclosures required by Independence Standards Board Standard No. 1 (Independence Discussions with
Audit Committees), and the Audit Committee discussed with the independent accountants’ their
independence, in light of the services they were providing.
Based upon the Audit Committee’s discussion with the Fund’s Administrator and the independent
accountants and the Audit Committee’s review of the representations of the Fund’s Administrator and
the report of the independent accountants to the Audit Committee, the Audit Committee recommended
that the Board of Directors include the audited financial statements in the Fund’s Annual Report
for the fiscal year ended July 31, 2006 filed with the U.S. Securities and Exchange Commission (the
“Commission”).
Respectfully submitted,
Andrew Dakos, Chairman
Phillip Goldstein
Rajeev Das
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 30(h) of
the 1940 Act in combination require the Fund’s directors and officers, persons who own more than
ten (10%) percent of the Fund’s common stock or preferred stock, and the Fund’s investment adviser
and their respective directors and officers, to file reports of ownership and changes in ownership
with the Commission and the New York Stock Exchange, Inc. The Fund believes that the Fund’s
directors and officers, the Fund’s investment adviser and their respective directors and officers
have complied with applicable filing requirements during the year ended July 31, 2006.
Required Vote
Rajeev Das must be elected by a plurality (a simple majority of the votes cast at the Meeting)
of the votes cast by the holders of shares of the Fund’s preferred stock, present in person or
represented by proxy at a meeting with a quorum present. Andrew Dakos must be elected by a
plurality (a simple majority of the votes cast at the Meeting) of the votes cast by the holders of
shares of the Fund’s common stock, present in person or represented by proxy at a meeting with a
quorum present. For purposes of the election of Directors, abstentions and broker non-votes will
be counted as shares present for quorum purposes, may be considered votes cast, and may affect the
plurality vote required for Directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE HOLDERS OF THE FUND’S PREFERRED STOCK VOTE “FOR” THE
ELECTION OF RAJEEV DAS AND THAT THE HOLDERS OF THE FUND’S COMMON STOCK VOTE “FOR” THE ELECTION OF
ANDREW DAKOS AS THE CLASS II DIRECTORS OF THE FUND.
PROPOSAL II: RATIFICATION OF THE FUND’S PRIOR ISSUANCE OF PREFERRED STOCK
At the Meeting, holders of each of the Fund’s common stock and preferred stock, each voting as
a separate class, will be asked to vote to ratify the Fund’s issuance of 1,429,336 shares of the
Fund’s preferred stock, $.001 par value per share (the “Preferred Stock”), which were issued in
January 2006 pursuant to a non-transferable rights offering to all common Stockholders of the Fund
conducted during November and December of 2005 (“Preferred Stock Offering”). The Preferred Stock
Offering resulted in proceeds to the Fund of approximately $25.7 million.
The Fund is seeking this ratification by its Stockholders because the Preferred Stock Offering
may have inadvertently contravened one of the Fund’s fundamental investment restrictions,
prohibiting the issuance of senior securities without Stockholder approval to change such
fundamental investment restriction as required by Section 13a of the Investment Company Act of
1940, as amended. Although the Board is seeking the ratification from its Stockholders, it
continues to believe that the Preferred Stock may not be determined to be a senior security.
Moreover, the Board believes that the Fund’s Stockholders have not been disadvantaged in any way by
the issuance of the Preferred Stock. Irrespective of the foregoing, the Board is seeking
ratification of the prior issuance of the Preferred Stock at this Meeting.
If the Fund obtains the required vote of each of the common and preferred classes to ratify
the prior issuance of the Preferred Stock, then the Board intends to commence a series of in-kind
tender offers, as set forth in the Fund’s Preferred Stock Offering registration statement, of the
Fund’s outstanding shares of Preferred Stock on a semi-annual basis, on dates to be determined by
the Board, in which up to 25% of the Fund’s issued and outstanding shares of Preferred Stock may be
tendered to the Fund (so that a total of up to 100% of the Preferred Stock could be tendered over a
two-year period) (“In-Kind Tender Offers”). It is currently the intention of the Board that the
Fund would repurchase shares of Preferred Stock in exchange for a pro rata share of the Fund’s
portfolio securities having a value equal to 99% of the net asset value per share of Preferred
Stock (“NAV”) on a date designated by the Board.
The Fund has requested exemptive relief from the Commission regarding the ability of
Stockholders of the Fund who may be deemed “affiliated persons” solely by reason of owning,
controlling or holding the power to vote 5% or more of the Fund’s outstanding voting securities to
participate in the In-Kind Tender Offers.
Required Vote
The Fund is seeking to ratify the prior issuance of Preferred Stock by obtaining the
affirmative vote of a “majority of the outstanding securities” (each class voting separately),
which is defined in the 1940 Act as the affirmative vote of the lesser of (a) sixty-seven (67%)
percent or more of the shares of each class of the Fund entitled to vote thereon present or
represented by proxy at the Meeting, if the holders of more than fifty (50%) percent of the
outstanding shares of each class of the Fund entitled to vote thereon are present or represented by
proxy or (b) more than fifty (50%) percent of the total outstanding shares of each class of the
Fund entitled to vote thereon. The Fund’s preferred and common Stockholders, each voting as a
separate class, shall vote on Proposal II. For this purpose, abstentions and broker non-votes will
be counted as shares present at the Meeting for quorum purposes, but not as votes cast and
will have the same effect as votes cast against Proposal II.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE HOLDERS OF THE FUND’S COMMON STOCK AND THE HOLDERS OF
THE FUND’S PREFERRED STOCK (EACH CLASS VOTING SEPARATELY) VOTE “FOR” THE RATIFICATION OF THE FUND’S
ISSUANCE OF PREFERRED STOCK.
ADDITIONAL INFORMATION PERTAINING TO THE
PROPOSED PUT WARRANT PROGRAM
On February 14, 2003, the Fund obtained Stockholder approval for the creation, issuance and
registration of put warrants, pursuant to a put warrant program, which are designed to afford
Stockholders a series of opportunities to realize NAV for their shares. Initially conceived by Mr.
Goldstein as an innovative means by which Stockholders of a closed-end management investment
company might realize NAV for their shares, Mr. Goldstein has developed the terms for the creation
and issuance of a new instrument entitled a “put warrant.” A registration statement covering the
issuance of the proposed put warrants and certain no-action and exemptive relief requested by the
Fund with respect thereto is currently under review by the staff of the Investment Company Division
and the staff of the Division of Corporate Finance of the Commission.
In addition to the Commission’s review, the New York Stock Exchange (the “NYSE”) has
informally indicated that, if the put warrants are approved by the Commission, the put warrants
should be eligible to be listed on the NYSE.
As initially conceived, the put warrants would entitle a holder thereof to surrender to the
Fund one share of the Fund’s common stock for each put warrant held once each calendar quarter, in
exchange for cash equal to NAV per share.
If the put warrants are approved by the Commission and become listed on the NYSE, each
outstanding share of Preferred Stock would automatically convert to one share of the Fund’s common
stock. In such an event, no shares of Preferred Stock would be outstanding and, therefore, the
Fund would not conduct any In-Kind Tender Offers for such shares.
THERE CAN, HOWEVER, BE NO ASSURANCE THAT THE FUND WILL BE ABLE TO REGISTER THE PUT WARRANTS AS
CONCEIVED BY MR. GOLDSTEIN IN THE NEAR FUTURE.
INFORMATION PERTAINING TO THE FUND’S
INVESTMENT ADVISER AND ADMINISTRATOR
The Investment Adviser
Pichardo Asset Management, S.A. de C.V. (“PAM”), is the current investment adviser of the
Fund. PAM is located at 408 Teopanzolco Avenue, 3rd Floor – Reforma Cuernavaca 62260,
Morelos, Mexico. PAM manages the Fund’s day-to-day operations and provides the Fund with investment
advisory services. Under the terms of an Investment Advisory Agreement, PAM will conduct all
investment research and supervision and is responsible for the purchase and sale of the Fund’s
investment portfolio securities, subject to the supervision and direction of the Board. PAM also
provides the Fund with advice, supervises management and investment programs and
provides investment advisory facilities and executive and supervisory personnel for managing
the investments and effectuating portfolio transactions. PAM also furnishes, at its own expense,
all necessary administrative services, office space, equipment and clerical personnel for servicing
the Fund’s investments.
The Administrator
U.S. Bancorp Fund Services, LLC serves as the Fund’s administrator pursuant to an
Administrative Agreement with the Fund dated July 11, 2001. The Administrator is located at 615 E.
Michigan St., 2nd Floor, Milwaukee, Wisconsin 53202.
INFORMATION PERTAINING TO CERTAIN STOCKHOLDERS
The following table sets forth information based on filings made with the Commission
concerning persons who may be deemed beneficial owners of 5% or more of the shares of the Fund’s
common stock and/or preferred stock because they possessed or share voting or investment power with
respect to the shares of the Fund:
| |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
% of Fund’s |
| Name and Address of |
|
Type of |
|
|
|
Amount of Shares |
|
Outstanding Shares |
| Beneficial Owner |
|
ownership |
|
Class of Stock |
|
Beneficially Owned |
|
Beneficially Owned |
Richard J. Shaker |
|
Record and |
|
|
|
|
|
|
d/b/a Shaker Financial Services |
|
beneficial |
|
Preferred |
|
129,223 (1) |
|
9.04% |
1094 Magothy Circle
Annapolis, MD 21401 |
|
|
|
|
|
|
|
|
| |
QVT Financial LP |
|
Record and |
|
Common |
|
335,650 (2) |
|
13.57% |
527 Madison Avenue, 8th Floor |
|
beneficial |
|
|
|
|
|
|
New York, New York 10022 |
|
|
|
Preferred |
|
300,000 (3) |
|
20.99% |
| |
Deutsche Bank AG (3) |
|
Record and |
|
Common |
|
263,154 (4) |
|
10.64% |
Taunusanlage 12, D-60325 |
|
beneficial |
|
|
|
|
|
|
Frankfurt am Main |
|
|
|
Preferred |
|
235,204 (5) |
|
16.46% |
Federal Republic of Germany |
|
|
|
|
|
|
|
|
| |
City of London Investment Group PLC |
|
Record and |
|
Common |
|
503,500 (6) |
|
20.36% |
City of London Investment Management |
|
beneficial |
|
|
|
|
|
|
Company Limited
10 Eastcheap
London EC3M 1LX
England |
|
|
|
|
|
|
|
|
| |
All officers and directors as a group |
|
Record and |
|
Common |
|
1 |
|
* |
(8 persons) (7) |
|
beneficial |
|
|
|
|
|
|
|
|
|
|
Preferred |
|
141,343 |
|
9.89% |
|
|
|
| * |
|
The officers and directors collectively as a group own less than 1% of the outstanding shares
of the Fund’s common stock. |
| |
| (1) |
|
Based solely upon information presented in a Schedule 13G/A, dated June 30, 2006,
filed by Richard J. Shaker, d/b/a Shaker Financial Services. |
| |
| (2) |
|
Based solely upon information presented in a Schedule 13G/A, dated December 31, 2005,
filed by QVT Financial LP (“QVT Financial”). QVT Financial is the investment manager for QVT
Fund LP (“QVT Fund”), which beneficially owns 72,496 shares of common stock of the Fund. QVT
Financial is also the |
|
|
|
| |
|
investment manager for a separate discretionary account managed for Deutsche Bank AG (the
“Separate Account”), which holds 263,154 shares of common stock of the Fund. QVT Financial
has the power to direct the vote and disposition of the common stock held by each of QVT
Fund and the Separate Account. Accordingly, QVT Financial may be deemed to be the beneficial
owner of an aggregate amount of 335,650 shares of the Fund’s common stock, consisting of the
shares owned by QVT Fund and the shares held in the Separate Account. |
| |
| (3) |
|
Based solely upon information presented in a Schedule 13G, dated January 11, 2006,
filed by QVT Financial. QVT Financial is the investment manager for QVT Associates LP (“QVT
Associates”), QVT Overseas Ltd. (“QVT Overseas”) and for a separate discretionary account
managed for Deutsche Bank AG (the “Separate Account”). QVT Financial has the power to direct
the vote and disposition of the Fund’s preferred stock held by each of QVT Associates and QVT
Overseas and the Separate Account. Accordingly, QVT Financial may be deemed to be the
beneficial owners of an aggregate amount of 300,000 shares of the Fund’s preferred stock,
consisting of 21,996 shares of the Fund’s preferred stock owned by QVT Associates, 42,800
shares of the Fund’s preferred stock owned by QVT Overseas and 235,204 shares of the Fund’s
preferred stock held in the Separate Account. |
| |
| (4) |
|
Based solely upon information presented in a Form 4, dated November 17, 2005, filed
by Deutsche Bank AG. |
| |
| (5) |
|
Based solely upon information presented in a Form 4, dated January 11, 2006, filed by
Deutsche Bank AG. |
| |
| (6) |
|
Based solely upon information presented in a Schedule 13G, dated June 30, 2006, filed
by City of London Investment Group PLC, a company incorporated under the laws of England and
Wales (“CLIG”) and City of London Investment Management Company Limited, a company
incorporated under the laws of England and Wales (“CLIM”). CLIG is the parent holding company
for companies, including CLIM. CLIM is an investment manager for various funds which directly
own 503,500 shares of the Fund’s common stock. CLIG and CLIM may be deemed the beneficial
owners of 503,500 shares of the Fund’s common stock, consisting of shares held by various
funds managed by CLIM. |
| |
| (7) |
|
The address for all officers and directors is c/o U.S. Bancorp Fund Services, LLC, 615 East
Michigan Street, 2nd Floor, Milwaukee, WI 53202. |
OTHER BUSINESS
The Board of Directors of the Fund does not know of any other matter which may come before the
Meeting, but should any other matter requiring a vote of Stockholders arise, including any
questions as to the adjournment of the Meeting, it is the intention of the persons named in the
proxy to vote the proxies in accordance with their judgment on that matter.
PROPOSALS TO BE SUBMITTED BY STOCKHOLDERS
All proposals by Stockholders of the Fund which are intended to be presented at the Fund’s
next Annual Meeting of Stockholders, to be held in the year 2007, must be received by the Fund
addressed to The Mexico Equity and Income Fund, Inc. c/o U.S. Bancorp Fund Services, LLC, 615 E.
Michigan St., 2nd Floor, Milwaukee, Wisconsin 53202, for inclusion in the Fund’s proxy
statement and proxy relating to that meeting in advance of the meeting as set forth below. Any
Stockholder who desires to bring a proposal at the Fund’s 2007 Annual Meeting of Stockholders
without including such proposal in the Fund’s proxy statement must deliver (via the U.S. Post
Office or such other means that guarantees delivery) written notice thereof to the Secretary of the
Fund c/o U.S. Bancorp Fund Services, LLC, 615 E. Michigan St., 2nd Floor, Milwaukee,
Wisconsin 53202, no less than one hundred twenty (120) calendar days (approximately July 2007)
before the date of the Annual Meeting of Stockholders which will be scheduled to be held in October
2007 or the tenth (10th) day after public announcement is made by way of publication by
the New York Stock Exchange of the Fund’s Meeting date.
| |
|
|
|
|
|
THE MEXICO EQUITY AND INCOME FUND, INC.
|
|
|
|
|
|
|
|
|
|
Francisco Lopez |
|
|
|
|
Secretary |
|
|
Dated: October 23, 2006
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE
MEETING ARE THEREFORE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS SOON AS
POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
THE MATTERS BELOW SHALL BE VOTED ON ONLY BY THE HOLDERS OF THE FUND’S
COMMON STOCK
THE MEXICO EQUITY AND INCOME FUND, INC.
615 E. Michigan St., 2nd Floor
Milwaukee, Wisconsin 53202
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD NOVEMBER 15, 2006.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Phillip Goldstein, Gerald Hellerman and Thomas R. Westle, and
each of them, Proxies, with full power of substitution in each of them, in the name, place and
stead of the undersigned, to vote at the Annual Meeting of Stockholders of The Mexico Equity and
Income Fund, Inc. (the “Fund”) on Wednesday, November 15, 2006, at the offices of Blank Rome LLP,
405 Lexington Avenue, 23rd Floor, New York, NY 10174 or at any adjournment or
adjournments thereof, according to the number of votes that the undersigned would be entitled to
vote if personally present, upon the following matters:
| 1. |
|
ELECTION OF DIRECTORS. To elect Mr. Andrew Dakos, the nominee to serve as a Class II
Director of the Fund, for the time period relating such director’s class and until a successor
has been duly elected and qualified. |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
o
|
|
FOR
|
|
o
|
|
AGAINST
|
|
o
|
|
ABSTAIN |
(INSTRUCTION: To withhold authority to vote for any individual nominee, write that
nominee’s name in the space below.)
| 2. |
|
RATIFICATION OF THE FUND’S PRIOR ISSUANCE OF PREFERRED STOCK. To ratify the Fund’s prior
issuance of shares of its preferred stock. |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
o
|
|
FOR
|
|
o
|
|
AGAINST
|
|
o
|
|
ABSTAIN |
| 3. |
|
In their discretion, the Proxies are authorized to vote upon such other business as may
properly come before the meeting. |
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN ABOVE. IF NO INSTRUCTIONS ARE
GIVEN, THIS PROXY WILL BE VOTED FOR THE NOMINEES.
DATED: , 2006
| |
|
|
|
|
Please sign exactly as name appears
hereon. When shares are held by joint
tenants, both should sign. When
signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by President or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person. |
|
|
|
|
|
|
|
|
Signature |
|
|
|
|
|
|
|
|
Signature if held jointly |
Please mark, sign, date and return this proxy card promptly using the enclosed envelope.
THE MATTERS BELOW SHALL BE VOTED ON ONLY BY THE HOLDERS OF THE FUND’S
PREFERRED STOCK
THE MEXICO EQUITY AND INCOME FUND, INC.
615 E. Michigan St., 2nd Floor
Milwaukee, Wisconsin 53202
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD NOVEMBER 15, 2006.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Phillip Goldstein, Gerald Hellerman and Thomas R. Westle, and
each of them, Proxies, with full power of substitution in each of them, in the name, place and
stead of the undersigned, to vote at the Annual Meeting of Stockholders of The Mexico Equity and
Income Fund, Inc. (the “Fund”) on Wednesday, November 15, 2006, at the offices of Blank Rome LLP,
405 Lexington Avenue, 23rd Floor, New York, NY 10174 or at any adjournment or
adjournments thereof, according to the number of votes that the undersigned would be entitled to
vote if personally present, upon the following matters:
| 1. |
|
ELECTION OF DIRECTORS. To elect Mr. Rajeev Das, the nominee to serve as a Class II Director
of the Fund, for the time period relating such director’s class and until a successor has been
duly elected and qualified. |
| |
|
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|
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|
|
|
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|
|
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|
o
|
|
FOR
|
|
o
|
|
AGAINST
|
|
o
|
|
ABSTAIN |
(INSTRUCTION: To withhold authority to vote for any individual nominee, write that
nominee’s name in the space below.)
| 2. |
|
RATIFICATION OF THE FUND’S PRIOR ISSUANCE OF PREFERRED STOCK. To ratify the Fund’s prior
issuance of shares of its preferred stock. |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
o
|
|
FOR
|
|
o
|
|
AGAINST
|
|
o
|
|
ABSTAIN |
| 3. |
|
In their discretion, the Proxies are authorized to vote upon such other business as may
properly come before the meeting. |
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN ABOVE. IF NO INSTRUCTIONS ARE
GIVEN, THIS PROXY WILL BE VOTED FOR THE NOMINEES.
DATED: , 2006
| |
|
|
|
|
Please sign exactly as name appears
hereon. When shares are held by joint
tenants, both should sign. When
signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by President or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person. |
|
|
|
|
|
|
|
|
Signature |
|
|
|
|
|
|
|
|
Signature if held jointly |
Please mark, sign, date and return this proxy card promptly using the enclosed envelope.