SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
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COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
THE MEXICO FUND, INC.
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(Name of Registrant as Specified In Its Charter)
THE MEXICO FUND, INC.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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[_] Fee paid previously with preliminary materials.
[_] 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
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Notes:
THE MEXICO FUND, INC.
1775 Eye Street, NW
Washington, DC 20006-2401
February 26, 2002
Dear Fellow Shareholder:
In January 2002, your Fund mailed to you a Proxy Statement in
connection with your Fund's upcoming annual shareholders' meeting. This letter
amends and supplements that Proxy Statement by providing you with additional
information in light of developments since you received the Proxy Statement.
As you can see from the enclosed press release, your Board of Directors
has announced its initial plans for implementation of the proposed in-kind share
repurchase policy (see (3) below) once it receives the necessary approval from
the Securities and Exchange Commission (the "SEC"). Considering the views of
Fund shareholders, your Board has announced that it intends to offer to
repurchase 20% of your Fund's outstanding shares in the first twelve months
following approval by shareholders and the SEC of its proposed in-kind share
repurchase policy.
Your Board anticipates making an initial repurchase offer under the
proposed in-kind repurchase policy for 10% of your Fund's outstanding shares
as soon as practicable following SEC and shareholder approval of the in-kind
share repurchase policy. Your Fund intends to make a second 10% repurchase
offer six months following completion of the first repurchase offer under the
proposed in-kind repurchase policy, although the Fund can provide no assurance
regarding the SEC's final decision and timing.
Your Board is pleased to make this announcement in conjunction with the
recent filing of an amendment to your Fund's application for regulatory
authority from the SEC to implement the proposed in-kind repurchase policy.
Your Board believes this filing is indicative of the progress your Fund has
made with the SEC in obtaining the necessary regulatory approval to implement
the proposed in-kind share repurchase policy.
Your Fund's annual shareholders' meeting is scheduled to be held on
March 7, 2002 at 2:00 P.M. New York City time at 30 Rockefeller Plaza, 23rd
Floor, New York, New York, 10112. Your Board of Directors is seeking your vote
regarding the following four matters:
(1) To elect two Directors;
(2) To approve adding a performance fee component to the Fund's
advisory fee;
(3) To approve adoption of a share repurchase policy requiring the
Fund, on a periodic basis, to offer to repurchase in-kind Fund shares at no less
than 98% of net asset value;
(4) To consider a shareholder proposal that the shareholders of the
Fund recommend that the Board of Directors expedite the process to convert the
Fund to an open-end investment management company; and
(5) To transact such other business as may properly come before
the Meeting or any adjournment thereof.
The Board of Directors recommends that you vote FOR Proposals 1, 2 and
3 and AGAINST Proposal 4.
Enclosed is additional information about your Board of Directors as
well as the process for solicitation of votes for the shareholders' meeting.
We have enclosed with the accompanying Proxy Statement Supplement a
duplicate WHITE proxy identical to the WHITE proxy you received with your Proxy
Statement. IF YOU HAVE VOTED AND DO NOT WANT TO CHANGE YOUR VOTE, NO ACTION IS
REQUIRED. If you have not already voted, whether or not you plant to attend the
meeting, please complete, date, sign and promptly return the enclosed WHITE
proxy or the WHITE proxy previously sent to you. We urge you NOT to return any
GOLD proxy cards you may have recently received.
On behalf of your Board of Directors, I thank you for your continued
support and investment in the Fund.
Sincerely,
Juan Gallardo T.
Chairman of the Board
THE MEXICO FUND, INC.
1775 Eye Street, NW
Washington, DC 20006
PROXY STATEMENT SUPPLEMENT DATED FEBRUARY 26, 2002 TO
PROXY STATEMENT DATED JANUARY 23, 2002
This Supplement to Proxy Statement is furnished to the shareholders of The
Mexico Fund, Inc. (the "Fund"), in connection with the solicitation by its Board
of Directors (the "Board") of proxies to be voted at the Annual Meeting of
Shareholders (the "Annual Meeting") scheduled to be held on Thursday, March 7,
2002, at 2:00 p.m., New York City time, at 30 Rockefeller Plaza, 23rd Floor, New
York, New York, 10112 and at any adjournment thereof.
This Proxy Statement Supplement amends and supplements the Proxy Statement of
the Fund dated January 23, 2002, which was first mailed to shareholders on or
about January 24, 2002. This Proxy Statement Supplement should be read together
with the Proxy Statement. Capitalized terms used in this Proxy Statement
Supplement and not otherwise defined in this Proxy Statement Supplement have the
respective meanings assigned to those terms in the Proxy Statement.
This Proxy Statement Supplement is first being mailed to shareholders of the
Fund on or about February 27, 2002.
ADDITIONAL INFORMATION ABOUT YOUR BOARD OF DIRECTORS
The Proxy Statement dated January 23, 2002 contains biographical and other
information about your Board of Directors and the proposed nominees for election
at the Annual Meeting and should be reviewed in conjunction with the additional
information about your Board of Directors in this Proxy Statement Supplement.
Below is a chart detailing the purchases and sales of Fund shares by your Board
of Directors in the last two years. None of the current members of the Board
have sold any Fund shares in the last two years and have only made purchases of
Fund shares as detailed below.
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Director Transaction Date (M/D/Y) Number of shares Purchased Shares
(P) or Sold
Shares (S)
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Philip Caldwell 9/28/00 1,914 P
10/17/01 171 P
10/18/01 200 P
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Juan Gallardo T. 10/16/00 5,000 P
08/16/01 5,000 P
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Claudio X. Gonzalez 10/16/00 3,000 P
10/30/01 1,200 P
10/30/01 8,800 P
01/09/02 2,900 P
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Jose Luis Gomez Pimienta 1/5/00 1,000 P
8/16/00 1,000 P
8/2/01 200 P
8/2/01 800 P
12/21/01 1,500 P
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Robert L. Knauss 10/11/00 425 P
8/02/01 325 P
01/03/02 400 P
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Agustin Santamarina* 11/09/00 200 P
12/04/00 200 P
8/15/01 400 P
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Jaime Serra Puche 10/11/00 355 P
10/29/01 360 P
10/30/01 2 P
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Emilio Carrillo Gamboa** N/A 0
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*As stated in the Proxy Statement, Mr. Santamarina has decided not to stand for
reelection and to retire from the Board effective upon the election of his
replacement as proposed at this Annual Meeting.
**Mr. Carrillo Gamboa has been nominated as Director to replace Mr. Santamarina.
None of the Directors or proposed nominees has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) in the last
ten years.
Mr. Gomez Pimienta, an interested director of the Fund, is also the President
and a 10% shareholder of the Fund's investment adviser and administrator,
Impulsora del Fondo Mexico, S.A. de C.V. Impulsora del Fondo Mexico, S.A. de
C.V. owns 74,211 Fund shares. Other than providing services to the Fund as its
adviser pursuant to an Investment Management and Advisory Agreement and as
administrator pursuant to an Administrative Services Agreement, Impulsora del
Fondo Mexico, S.A. de C.V. has not been involved in a transaction with the Fund
whose worth exceeds $60,000. For information regarding the compensation paid to
Impulsora del Fondo Mexico, S.A. de C.V. under the Administrative Services and
Investment Advisory and Management Agreements, please see the Proxy Statement
dated January 23, 2002.
SOLICITATION OF PROXIES
The second paragraph of the section, "SOLICITATION OF PROXIES; EXPENSES", found
on page 23 of the Proxy Statement is hereby replaced with the following:
The expense of preparation, printing and mailing of the enclosed form of proxy,
Notice and Proxy Statement and additional materials will be borne by the Fund.
The Fund will reimburse banks, brokers and others for their reasonable expenses
in forwarding proxy
solicitation material to the beneficial owners of the shares of the Fund. Morrow
& Co, Inc. has been engaged by the Fund to assist in the distribution,
tabulation and solicitation of proxies. In connection with its services for this
solicitation, Morrow & Co., Inc. will receive a fee not to exceed $125,000,
together with reimbursement for its reasonable out-of-pocket expenses. The
Fund's arrangement with Morrow & Co., Inc. provides that Morrow & Co., Inc. will
assist the Fund in soliciting the votes of shareholders, including
administration of a toll-free telephone number for shareholder inquiries. The
Fund has agreed to indemnify Morrow & Co., Inc. against certain liabilities and
expenses. Morrow & Co., Inc. anticipates that it will employ approximately
seventy persons to solicit shareholders for the Annual Meeting. Costs of this
solicitation of proxies are currently estimated to be approximately $652,300.
The Fund estimates that, through the date hereof, its expenses in connection
with this solicitation are approximately $457,300.
FOR: The Mexico Fund, Inc.
CONTACT: Eduardo Solano
The Mexico Fund, Inc.
011-52-55-5282-8900
INVESTOR RELATIONS: Gordon McCoun
Media: Brian Maddox
Morgen-Walke Associates
FOR IMMEDIATE RELEASE
MEXICO FUND TO REPURCHASE 20% OF OUTSTANDING SHARES IN FIRST
12 MONTHS OF INTERVAL FUND PROGRAM
--Fund Responds to SEC Comments with Amended Application
and Awaits Final SEC Action--
Washington, D.C., February 26, 2002 -- The Mexico Fund, Inc. (NYSE: MXF),
as part of its continuing efforts to increase shareholder value, announced today
its intention to offer to repurchase 20% of the Fund's outstanding shares at no
less than 98% of net asset value during the first twelve months of operation of
its proposed in-kind repurchase policy. An in-kind share repurchase offer for
10% of the Fund's outstanding shares would commence as soon as practicable
following the approval by shareholders and the Securities and Exchange
Commission ("SEC") of the Fund's proposed in-kind repurchase policy. The Fund
further intends to make a second in-kind repurchase offer for an additional 10%
of the Fund's outstanding shares six months following the completion of the
first in-kind repurchase offer. After the initial year of the program, the
Fund's Board of Directors will effectively use the facilities allowed under the
interval structure to generate increased value to the Fund's shareholders.
Mr. Juan Gallardo, Chairman of the Mexico Fund's Board of Directors commented,
"We have personally visited and spoken with many of the Fund's shareholders
regarding a number of the initiatives that have been put forth by the Fund. It
has always been our intent to be responsive to all of our shareholders, adding
value wherever possible. Therefore, we have decided that in the first twelve
months after receiving our necessary approvals for the interval fund, we will
offer to repurchase 20% of the Fund's outstanding shares at no less than 98% of
net asset value."
Additionally, the Fund announced that it has filed with the SEC amendment number
1 to its exemptive application seeking regulatory authority to conduct the
in-kind share repurchases that are the subject of the in-kind repurchase policy.
It is the Fund's understanding that it has responded to comments received from
the staff of the SEC. The Fund believes that this filing indicates significant
progress in the review and consideration of the application by the SEC. However,
the Fund can provide no assurance regarding the
SEC's final decision and the timing of that decision.
"The Fund has actively worked to enhance shareholder value, as well as align the
interests of the Fund Manager with those of its shareholders. In order to
realize the benefits of our initiatives, we encourage all of our investors to
continue to support our efforts," concluded Mr. Gallardo.
For further information, contact the Fund's Investor Relations office at
011-52-55-5282-8900, or by email at investor-relations@themexicofund.com.
The Mexico Fund, Inc. is a non-diversified closed-end management investment
company with the investment objective of long-term capital appreciation through
investments in securities, primarily equity, listed on the Mexican Stock
Exchange. The Fund provides a vehicle to investors who wish to invest in Mexican
companies through a managed non-diversified portfolio as part of their overall
investment program.
This press release may contain certain forward-looking statements regarding
future circumstances. These forward-looking statements are based upon the Fund's
current expectations and assumptions and are subject to various risks and
uncertainties that could cause actual results to differ materially from those
contemplated in such forward-looking statements including, in particular, the
risks and uncertainties described in the Fund's filings with the Securities and
Exchange Commission. Actual results, events, and performance may differ. Readers
are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date hereof. The Fund undertakes no obligation to
release publicly any revisions to these forward looking statements that may be
made to reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events. The inclusion of any statement in this
release does not constitute an admission by The Mexico Fund or any other person
that the events or circumstances described in such statement are material.
####
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WHITE PROXY CARD
THE MEXICO FUND, INC.
Proxy Solicited on Behalf of the Board of Directors for
Annual Meeting of Shareholders
The undersigned shareholder of The Mexico Fund, Inc., a Maryland
corporation (the "Fund"), hereby appoints Jose Luis Gomez Pimienta and Sander M.
Bieber and each of them proxies of the undersigned, with full power of
substitution, to vote and act in the name and stead of the undersigned at the
Annual Meeting of Shareholders of the Fund, to be held at 30 Rockefeller Plaza,
23rd Floor, New York, NY, 10112, on March 7, 2002 at 2:00 P.M., New York City
time, and at any and all adjournments thereof, according to the number of votes
the undersigned would be entitled to cast if personally present.
The shares represented by this proxy will be voted in accordance with
instructions given by the shareholder, but if no instructions are given, this
proxy will be voted in favor of proposals 1, 2 and 3 against proposal 4 as set
forth in this proxy.
The undersigned hereby revokes any and all proxies with respect to such
shares heretofore given by the undersigned. The undersigned acknowledges receipt
of the Proxy Statement dated January 23, 2002.
(Continued on reverse side)
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Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Shareholders
THE MEXICO FUND, INC.
March 7, 2002
Please Detach and Mail in the Envelope Provided
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A [X] Please mark your
votes as in this
example
This proxy/voting instruction card will be voted FOR proposals 1, 2 and 3 if no choice is specified.
The Board of Directors recommends a vote FOR proposals 1, 2 and 3.
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of the [_] [_] Nominees: 2. Approval of addition of a [_] [_] [_]
nominees listed Juan Gallardo T. performance fee component
at right to serve Emilio Carrillo Gamboa to the Fund's investment
as members of advisory fee.
the Fund's Board of Directors, as Class III
Directors, for a term expiring in 2005 and until 3. Approval of adoption of a [_] [_] [_]
their successors are elected and qualified: share repurchase policy
requiring the Fund, on a
For, except as marked to the contrary below: periodic basis, to offer
to repurchase in-kind Fund
______________________________________________ shares at no less than 98%
of net asset value.
This proxy/voting instruction card will be voted AGAINST
proposal 4 if no choice is specified.
The Board of Directors recommends a vote AGAINST proposal 4.
FOR AGAINST ABSTAIN
4. To consider a shareholder [_] [_] [_]
proposal that the shareholders
of the Fund recommend that the
Board of Directors expedite the
process to convert the Fund to
an open-end investment management
company.
5. In the discretion of the above named proxy holders, such
other business as may properly come before the Meeting
or any adjournment thereof.
SIGNATURE(s)________________________________________ DATED_________________
SIGNATURE(s)________________________________________
TITLE:__________________________________________
NOTE: Please sign, date and return promptly. Signature(s) should be exactly as
name or names appear on proxy. If shares are held jointly, each holder
should sign. If signing as attorney, executor, administrator, trustee or
guardian, please give full name.
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