-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NklmT54ePoNaVYrpnD/WLVoheZiP82y8N3Xx4oWF7AOGbA+KtD8EtdX2sFbF79yp BIftH5XyqQ4HffujJAxPCQ== 0000928385-02-001873.txt : 20020508 0000928385-02-001873.hdr.sgml : 20020508 ACCESSION NUMBER: 0000928385-02-001873 CONFORMED SUBMISSION TYPE: SC TO-I PUBLIC DOCUMENT COUNT: 12 FILED AS OF DATE: 20020508 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEXICO FUND INC CENTRAL INDEX KEY: 0000065433 IRS NUMBER: 133069854 STATE OF INCORPORATION: MD FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC TO-I SEC ACT: 1934 Act SEC FILE NUMBER: 005-33228 FILM NUMBER: 02637513 BUSINESS ADDRESS: STREET 1: 1775 EYE STREET NW CITY: WASHINGTON STATE: DC ZIP: 20006-2401 BUSINESS PHONE: 2026263300 MAIL ADDRESS: STREET 1: 77 ARISTOTELES STREET 3RD FLOOR STREET 2: POLANCO D F 11560 CITY: MEXICO SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEXICO FUND INC CENTRAL INDEX KEY: 0000065433 IRS NUMBER: 133069854 STATE OF INCORPORATION: MD FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13E3 SEC ACT: 1934 Act SEC FILE NUMBER: 005-33228 FILM NUMBER: 02637514 BUSINESS ADDRESS: STREET 1: 1775 EYE STREET NW CITY: WASHINGTON STATE: DC ZIP: 20006-2401 BUSINESS PHONE: 2026263300 MAIL ADDRESS: STREET 1: 77 ARISTOTELES STREET 3RD FLOOR STREET 2: POLANCO D F 11560 CITY: MEXICO FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MEXICO FUND INC CENTRAL INDEX KEY: 0000065433 IRS NUMBER: 133069854 STATE OF INCORPORATION: MD FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC TO-I BUSINESS ADDRESS: STREET 1: 1775 EYE STREET NW CITY: WASHINGTON STATE: DC ZIP: 20006-2401 BUSINESS PHONE: 2026263300 MAIL ADDRESS: STREET 1: 77 ARISTOTELES STREET 3RD FLOOR STREET 2: POLANCO D F 11560 CITY: MEXICO SC TO-I 1 dsctoi.txt SCHEDULE TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 THE MEXICO FUND, INC. (NAME OF SUBJECT COMPANY (ISSUER)) THE MEXICO FUND, INC. (NAMES OF FILING PERSONS (OFFERORS)) COMMON STOCK, PAR VALUE $1.00 PER SHARE (TITLE OF CLASS OF SECURITIES) THE MEXICO FUND, INC. CUSIP NUMBER IS 592835102 (CUSIP NUMBER OF CLASS OF SECURITIES) Lic. Jose Luis Gomez Pimienta The Mexico Fund, Inc. 1775 Eye Street, NW Washington, DC 20006 Telephone: (202) 261-7941 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS) COPY TO: Sander M. Bieber, Esq. Dechert 1775 Eye Street, NW Washington, DC 20006 Telephone: (202) 261-3300 CALCULATION OF FILING FEE: Transaction Valuation*: $915,060,326.00 Amount of Filing Fee*: $183,012.07 * Estimated for purposes of calculating the amount of the filing fee only. Calculated as the aggregate maximum purchase price to be paid for 45,322,453 shares in the Offer, based upon a price of $20.19 (98% of the net asset value per share of $20.60) on May 2, 2002. Such number of shares represents all shares of common stock outstanding as of May 2, 2002, other than an aggregate of 133,779 shares beneficially owned by the Directors of the Fund and the Fund's investment adviser, which shares will not be submitted for repurchase in the Offer. *The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the value of the transaction. [_] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount previously paid: Not applicable Filing Party: Not applicable Form or Registration No.: Not applicable Date Filed: Not applicable [_] Check the box if the filing relates solely to preliminary communications made before the commencement of the tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [_] third-party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4. [X] going-private transaction subject to Rule 13e-3. [_] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer. [_] This Repurchase Offer Statement on Schedule TO relates to an offer by The Mexico Fund, Inc., a Maryland corporation (the "Fund"), to purchase up to 100% of its issued and outstanding shares of common stock, par value $1.00 per share (the "Shares"), at a purchase price equal to 98% of the net asset value per share on the Expiration Date (June 7, 2002, unless extended) without interest thereon, upon the terms and subject to the conditions set forth in the Repurchase Offer Statement dated May 8, 2002 (the "Repurchase Offer Statement"), a copy of which is attached hereto as Exhibit (a)(1)(A), and in the related Letter of Transmittal (the" Letter of Transmittal"), a copy of which is attached hereto as Exhibit (a)(1)(C) and which, together with the Repurchase Offer Statement, as amended or supplemented from time to time, constitute the Offer and are herein incorporated by reference. The Shares represent all of the issued and outstanding common stock of the Fund other than the 133,779 issued and outstanding shares owned, in the aggregate, by the Directors of the Fund and the Fund's investment adviser, which 133,779 shares will not be tendered in the Offer. ITEM 1. SUMMARY TERM SHEET. Information required by Schedules TO and 13E-3: The information set forth in the Summary Term Sheet in the Repurchase Offer Statement is incorporated herein by reference. ITEM 2. SUBJECT COMPANY INFORMATION. Information required by Schedules TO and 13E-3: (a) Name and Address. The name of the issuer of the Shares subject to the Offer is The Mexico Fund, Inc., a Maryland corporation. The Fund's principal executive offices are located at 1775 Eye Street, NW, Washington, DC 20006, telephone: (202) 261-7941. (b) Securities. The class of securities to which this statement relates is the common stock, par value $1.00 per share, of which 45,456,232 Shares were issued and outstanding as of April 30, 2002. The information set forth in the cover page of the Repurchase Offer Statement is incorporated herein by reference. (c) Trading Market and Price. The Shares are currently listed for trading on the New York Stock Exchange under the symbol "MXF." The information set forth in the Repurchase Offer Statement - Section 8. "Net Asset Value and Market Range of Shares, Dividends" is incorporated herein by reference. Additional information required by Schedule 13E-3: (d) Dividends. The information set forth in the Repurchase Offer Statement - Section 8. "Net Asset Value and Market Range of Shares, Dividends" is incorporated herein by reference. There are no restrictions on the Fund's current or future ability to pay dividends. (e) Prior Public Offerings. During the past three years, the Fund has not engaged in any underwritten public offering of common stock for cash, either registered under the Securities Act of 1933, as amended, or exempt from registration under Regulation A. (f) Prior Stock Purchases. In August 2000, the Fund commenced a share repurchase program which it completed in May 2001 after repurchasing 10% of the Fund's outstanding shares. See information provided in the Repurchase Offer Statement - Section 8. "Net Asset Value and Market Price Range of Shares; Dividends." ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON. Information required by Schedules TO and 13E-3: (a) Name and Address. This Repurchase Offer Statement is filed by the Fund, which is also the issuer of the securities described in Item 2(b) of this Schedule TO. The information set forth in response to Item 2(a) of this Schedule TO is incorporated herein by reference. Further, the information set forth in the Repurchase Offer Statement under Section 11. "Certain Information Concerning the Fund and the Fund's Investment Adviser" is incorporated herein by reference. Additional information required by Schedule 13E-3: (b) Business and Background of Entities. See information provided in (a), above. (c) Business and Background of Natural Persons. See information provided in (a), above. ITEM 4. TERMS OF THE TRANSACTION. Information required by Schedules TO and 13E-3: (a) Material Terms. (1) Tender offers. (i) The information set forth on the cover page to the Repurchase Offer Statement is incorporated herein by reference. (ii) The information set forth on the cover page to the Repurchase Offer Statement is incorporated herein by reference. (iii) The information set forth in the Repurchase Offer Statement - Section 1. "Terms of the Repurchase Offer; Expiration Date" is incorporated herein by reference. (iv) Not applicable. (v) The information set forth in the Repurchase Offer Statement - Section 1. "Terms of the Repurchase Offer; Expiration Date" is incorporated herein by reference. (vi) The information set forth in the Repurchase Offer Statement - Section 4. "Withdrawal Rights" is incorporated herein by reference. (vii) The information set forth in the Repurchase Offer Statement - Section 3. "Procedure for Participating in the Repurchase Offer" and Section 4. "Withdrawal Rights" is incorporated herein by reference. (viii) The information set forth in the Repurchase Offer Statement - Section 2. "Acceptance for Payment and Payment for Shares" is incorporated herein by reference. (ix) The Fund is offering to purchase all of the outstanding Shares of common stock of the Fund. Because the Fund is offering to repurchase all of the outstanding Shares of the Fund there will be no over-subscription or pro-ration of accepted Shares in the Offer. (x) The information set forth in the Repurchase Offer Statement - Section 5. "Source and Amount of Funds; Effect of the Repurchase Offer" is incorporated herein by reference. (xi) Not applicable. (xii) The information set forth in the Repurchase Offer Statement - Section 9. "Federal Income Tax Consequences of the Repurchase Offer" is incorporated herein by reference. (2) Mergers or Similar Transactions. Not applicable. Additional information required by Schedule TO: (b) The Fund has been advised that no directors, officers or affiliates of the Fund are participating in the Repurchase Offer other than as may be provided in the Repurchase Offer Statement - Section 13. "Certain Legal Matters; Regulatory Approvals." Additional information required by Schedule 13E-3: (c) Not applicable. (d) Not applicable. (e) None available; Not applicable. (f) Not applicable. ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS. Information required by Schedules TO and 13E-3: (e) Agreements Involving the Subject Fund's Securities. The information set forth in the cover page to the Repurchase Offer Statement, Section 3. "Procedure for Participating in the Repurchase Offer," Section 5. "Source and Amount of Funds; Effect of the Repurchase Offer" and Section 12. "Interests of Directors and Officers; Transactions and Arrangements Concerning Fund Shares" is incorporated by reference. Additional information required by Schedule 13E-3: (a)(1) Not applicable/None. (a)(2) There have been no transactions other than the purchase of Fund shares by directors. See information provided in the Repurchase Offer Statement - Section 12. "Interests of Directors and Officers; Transactions and Arrangements Concerning Fund Shares" for a table regarding share ownership of directors. (b) Not applicable/None. (c) Not applicable/None. ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS. Information required by Schedules TO and 13E-3: (b) Use of Securities Acquired. The information contained in the Repurchase Offer Statement - "Background and Purpose of the Repurchase Offer, " Section 5. "Source and Amount of Funds; Effect of the Repurchase Offer" and Section 6. "Purpose of the Repurchase Offer; Plans or Proposals of the Fund" is incorporated herein by reference. (c) Plans. The information contained in the Repurchase Offer Statement - "Background and Purpose of the Repurchase Offer" and Section 6. "Purpose of the Repurchase Offer; Plans or Proposals of the Fund" is incorporated herein by reference. (c)(1) Not applicable. (c)(2) Not applicable. (c)(3) Not applicable. (c)(4) Not applicable. (c)(5) Not applicable. (c)(6) Not applicable except as mentioned in the Summary Term Sheet and Section 5. "Source and Amount of Funds; Effect of the Repurchase Offer" in the Repurchase Offer Statement. (c)(7) Not applicable. (c)(8) Not applicable. Additional information required by Schedule TO: (a) Purposes. The information contained in the Repurchase Offer Statement - cover page, "Background and Purpose of the Repurchase Offer" and Section 6. "Purpose of the Repurchase Offer; Plans or Proposals of the Fund" is incorporated herein by reference. (c)(9) Not applicable. (c)(10) Not applicable. SCHEDULE TO, ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (a) Source of Funds. The information contained in the Repurchase Offer Statement - - Section 5. "Source and Amount of Funds; Effect of Repurchase Offer" is incorporated herein by reference. (b) Conditions. The information contained in the Repurchase Offer Statement - Section 5. "Source and Amount of Funds; Effect of Repurchase Offer" and Section 14. "Certain Conditions of the Repurchase Offer" is incorporated herein by reference. (d) Borrowed Funds. Not applicable. SCHEDULE TO, ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT FUND. (a) Securities Ownership. The information contained in the Repurchase Offer Statement - Section 12. "Interests of Directors and Officers; Transactions and Arrangements Concerning Fund Shares" is incorporated herein by reference. To the Fund's knowledge, no associates own shares of the Fund. (b) Securities Transactions. The information contained in the Repurchase Offer Statement - Section 12. "Interests of Directors and Officers; Transactions and Arrangements Concerning Fund Shares" is incorporated herein by reference. To the Fund's knowledge, there are none. SCHEDULE TO, ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED. (a) Solicitations or Recommendations. The information contained in the Repurchase Offer Statement - Section 15. "Fees and Expenses" is incorporated herein by reference. SCHEDULE TO, ITEM 10. FINANCIAL STATEMENTS. (a) Financial Information. The financial statements contained in the Fund's Form N-30D Annual Report for the fiscal years ended October 31, 1997, 1998, 1999, 2000 and 2001 filed with the Securities and Exchange Commission (the "Commission") and the information contained in the Repurchase Offer Statement - Section 10. "Selected Financial Information" are incorporated herein by reference. (b) Pro Forma Information. The information contained in the Repurchase Offer Statement - Section 5. "Source and Amount of Funds; Effect of the Repurchase Offer" and Section 10. "Selected Financial Information" is incorporated herein by reference. SCHEDULE TO, ITEM 11. ADDITIONAL INFORMATION. (a) Agreements, Regulatory Requirements and Legal Proceedings. (1) None. (2) The information contained in the Repurchase Offer Statement - Section 13. "Certain Legal Matters; Regulatory Approvals" and Section 14. "Certain Conditions of the Repurchase Offer" is incorporated herein by reference. (3) Not applicable. (4) Not applicable. (5) Not applicable. (b) Other Material Information. The information set forth in the Repurchase Offer Statement - "Background and Purpose of the Repurchase Offer" and the Letter of Transmittal is incorporated herein by reference. SCHEDULE TO, ITEM 12. EXHIBITS. (a)(1)(A) Repurchase Offer Statement dated May 8, 2002. (a)(1)(B) Summary Term Sheet. (a)(1)(C) Form of Letter of Transmittal. (a)(1)(D) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(1)(E) Form of DTC Delivery Election Form. (a)(1)(F) Form of Authorization Instructions. (a)(1)(G) Form of Notice of Guaranteed Delivery. (a)(1)(H) Form of Letter to Shareholders. (a)(1)(I) Form of Letter to Clients of Brokers. (a)(1)(J) Instructions. (a)(2) None. (a)(3) See Exhibit (a)(1)(A). (a)(4) Not applicable. (a)(5) Press release issued on May 8, 2002. (a)(6) Not applicable. (b) None. (d) None. (g) None. (h) None ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3. SCHEDULE 13E-3, ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS. (a)-(d) The information contained in the Repurchase Offer Statement - cover page, Section 5. "Source and Amount of Funds; Effect of Repurchase Offer," Section 6. "Purpose of the Repurchase Offer; Plans or Proposals of the Fund, " Section 7. "Factors to Consider Regarding the Choice to Participate in Repurchase Offer" and Section 9. "Federal Income Tax Consequences of the Repurchase Offer" is incorporated herein by reference. SCHEDULE 13E-3, ITEM 8. FAIRNESS OF THE TRANSACTION. (a), (b) and (e) The information contained in the Repurchase Offer Statement - Section 6. "Purpose of the Repurchase Offer; Plans or Proposals of the Fund" is incorporated herein by reference. (c), (d) and (f) Not applicable/None. SCHEDULE 13E-3, ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS. (a)-(c) The information contained in the Repurchase Offer Statement - Section 6. "Purpose of the Repurchase Offer; Plans or Proposals of the Fund" is incorporated herein by reference. SCHEDULE 13E-3, ITEM 10. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (a), (b) and (d) See information provided in Schedule TO, Item 7. "Source and Amount of Funds or Other Consideration," above. (c) Expenses. The information contained in the Repurchase Offer Statement - Section 5. "Source and Amount of Funds; Effect of Repurchase Offer" and Section 15. "Fees and Expenses" is incorporated herein by reference. SCHEDULE 13E-3, ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. (a) and (b) See information provided in Schedule TO, Item 8. "Interest in Securities of the Subject Fund," above. SCHEDULE 13E-3, ITEM 12. THE SOLICITATION OR RECOMMENDATION. (d) and (e) The Fund has been advised that no director, officer or affiliate of the Fund intends to participate in the Repurchase Offer other than as provided in the Repurchase Offer Statement - Section 13. "Certain Legal Matters; Regulatory Approvals." There is no recommendation as to whether or not to participate in the Repurchase Offer by any director, officer or affiliate of the Fund. The information contained in the Repurchase Offer Statement - introduction (before Section 1) is incorporated herein by reference SCHEDULE 13E-3, ITEM 13. FINANCIAL STATEMENTS. (a) and (b) See information provided in Schedule TO, Item 10. "Financial Statements," above. SCHEDULE 13E-3, ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED. (a) See information provided in Schedule TO, Item 9. "Persons/Assets, Retained, Employed, Compensated or Used," above. (b) Officers of the Fund will be involved in the organization and administration of the Repurchase Offer. SCHEDULE 13E-3, ITEM 15. ADDITIONAL INFORMATION. (b) See information provided in Schedule TO, Item 11. "Additional Information," above. SCHEDULE 13E-3, ITEM 16. EXHIBITS. (c) Not applicable. (f) Not applicable. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. SCHEDULE TO AND SCHEDULE 13E-3 THE MEXICO FUND, INC. By: Jose Luis Gomez Pimienta ---------------------------- Name: Jose Luis Gomez Pimienta Title: President Dated: May 8, 2002 EX-99.1.1A 3 dex9911a.txt OFFER TO REPURCHASE THE MEXICO FUND, INC. Offer to Repurchase Up to 100% of the Fund's Issued and Outstanding Shares of Common Stock at 98% of Net Asset Value, In Exchange for Portfolio Securities of the Fund THE REPURCHASE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, JUNE 7, 2002, UNLESS THE REPURCHASE OFFER IS EXTENDED. THE REPURCHASE OFFER IS BEING MADE PURSUANT TO THE REPURCHASE OFFER STATEMENT, DATED MAY 8, 2002, BY THE MEXICO FUND, INC. (THE "FUND"). THE BOARD OF DIRECTORS OF THE FUND HAS UNANIMOUSLY APPROVED THE REPURCHASE OFFER STATEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY. NEITHER THE FUND NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY SHAREHOLDERS AS TO WHETHER TO PARTICIPATE IN THE REPURCHASE OFFER. THE FUND HAS BEEN ADVISED THAT NO DIRECTOR OR OFFICER OF THE FUND NOR THE FUND'S INVESTMENT ADVISER WILL PARTICIPATE IN THE REPURCHASE OFFER. SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN THIS REPURCHASE OFFER STATEMENT, AND CONSULT THEIR OWN FINANCIAL AND TAX ADVISORS AND MAKE THEIR OWN DECISIONS WHETHER OR NOT TO PRESENT SHARES FOR REDEMPTION. THE REPURCHASE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES SUBMITTED FOR REPURCHASE, BUT IS SUBJECT TO OTHER CONDITIONS SET FORTH IN THIS REPURCHASE OFFER STATEMENT. SEE SECTIONS 3 AND 14. ----------------- IMPORTANT Any shareholder desiring to participate in the Repurchase Offer should either (i) complete and sign the enclosed Letter of Transmittal (or a facsimile thereof) in accordance with the Instructions in the Letter of Transmittal, have such shareholder's signature thereon guaranteed (if required by Instruction 1 to the Letter of Transmittal), mail or deliver the Letter of Transmittal (or facsimile thereof) and any other required documents to the Depositary (as defined herein) and either deliver the certificates for such Fund shares to the Depositary along with the Letter of Transmittal (or such facsimile) or, in the case of a book-entry transfer effected pursuant to the procedures described in Section 3 of this Repurchase Offer Statement, deliver any other required documents to the Depositary and deliver such shares pursuant to the procedure for book-entry transfer set forth in Section 3 of this Repurchase Offer Statement, or (ii) request such shareholder's broker, dealer, commercial bank, trust company or other nominee to effect the transaction for such shareholder. Any shareholder whose shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee to tender such shares. Any shareholder who desires to participate in the Repurchase Offer and whose certificates for Fund shares are not immediately available, or who cannot comply with the procedures for book-entry transfer on a timely basis, or who cannot deliver all required documents to the Depositary prior to the expiration of the Repurchase Offer, may tender such shares by following the procedures for guaranteed delivery set forth in Section 3 of this Repurchase Offer Statement. Questions and requests for assistance may be directed to the Information Agent (as defined herein) at its respective business address and telephone number set forth on the last page of this Repurchase Offer Statement. Requests for additional copies of this Repurchase Offer Statement, the Letter of Transmittal, the Notice of Guaranteed Delivery and other repurchase offer materials may be directed to the Information Agent, or to brokers, dealers, commercial banks or trust companies. IF YOU DO NOT WISH TO PRESENT YOUR SHARES FOR REDEMPTION IN THE REPURCHASE OFFER, YOU NEED NOT TAKE ANY ACTION. 1 TABLE OF CONTENTS INTRODUCTION...................................................................................... 1 The Repurchase Offer.............................................................................. 3 1. Terms of the Repurchase Offer; Expiration Date............................................ 5 2. Acceptance for Payment and Payment for Shares............................................. 6 3. Procedure for Participating in the Repurchase Offer....................................... 7 A. Proper Presentation of Shares for Redemption........................................ 7 B. Signature Guarantees and Method of Delivery......................................... 8 C. Book-Entry Delivery Procedure....................................................... 8 D. Guaranteed Delivery Procedure....................................................... 8 E. Determination of Validity........................................................... 9 F. Federal Income Tax Withholding...................................................... 9 4. Withdrawal Rights......................................................................... 10 5. Source and Amount of Funds; Effect of the Repurchase Offer................................ 10 6. Purpose of the Repurchase Offer; Plans or Proposals of the Fund........................... 12 7. Factors to Consider Regarding the Decision to Participate in the Repurchase Offer......... 13 8. Net Asset Value and Market Price Range of Shares, Dividends............................... 16 9. Federal Income Tax Consequences of the Repurchase Offer................................... 17 10. Selected Financial Information............................................................ 19 11. Certain Information Concerning the Fund and the Fund's Investment Adviser................. 21 12. Interests of Directors and Officers; Transactions and Arrangements Concerning Fund Shares. 22 13. Certain Legal Matters; Regulatory Approvals............................................... 22 14. Certain Conditions of the Repurchase Offer................................................ 23 15. Fees and Expenses......................................................................... 23 16. Miscellaneous............................................................................. 24 17. Contacting the Depositary and the Information Agent....................................... 24
2 THE MEXICO FUND, INC. 1775 Eye Street, NW Washington, DC 20006 Offer to Repurchase up to 100% of the Fund's Issued and Outstanding Shares of Common Stock at 98% of Net Asset Value, in Exchange for Portfolio Securities of the Fund To All Shareholders of The Mexico Fund, Inc.: The Mexico Fund, Inc. (the "Fund") is offering to repurchase up to 100% of the Fund's issued and outstanding shares of common stock, par value $1.00 per share, at 98% of the Fund's per share net asset value at the close of business on the Expiration Date (as defined below) in exchange for Portfolio Securities (as defined below) (the "Repurchase Offer"). Portfolio Securities are a pro-rata portion of each of the securities (other than short-term fixed income securities with maturities of less than one year, securities with transfer restrictions and certain illiquid securities), subject to adjustments for fractional shares and odd lots, and any cash held in the Fund's investment portfolio at the close of business on the Expiration Date. The purchase price is 98% of the Fund's per share net asset value in U.S. dollars determined as of the close of the regular trading session on the New York Stock Exchange on the Expiration Date (the "Repurchase Price"). The Repurchase Offer is subject to the terms and conditions set forth in this Repurchase Offer Statement dated May 8, 2002 and the related Letter of Transmittal. The Repurchase Offer represents the launch of the Fund's anticipated policy of making quarterly in-kind share repurchases. The Fund anticipates that future repurchase offers will be scheduled to occur in conjunction with the Fund's fiscal quarters with the next such offer occurring during the Fund's fourth fiscal quarter which ends October 31, 2002. THE REPURCHASE OFFER EXPIRES AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 7, 2002, UNLESS EXTENDED (THE "EXPIRATION DATE"). The Fund is mailing materials for the Repurchase Offer to record holders as of April 30, 2002, on or about May 8, 2002. However, any shareholder who holds shares of the Fund on the Expiration Date may participate in the Repurchase Offer. The depositary for the Repurchase Offer is American Stock Transfer & Trust Co. (the "Depositary") and the Information Agent for the Repurchase Offer is Morrow & Co., Inc. (the "Information Agent"). As of April 30, 2002, there were 45,456,232 Fund shares issued and outstanding, and the net asset value per share was $20.67. The Fund does not expect that the number of Fund shares issued and outstanding will be materially different on the Expiration Date. Fund shares are currently listed for trading on the New York Stock Exchange under the symbol "MXF." You may continue to purchase and sell Fund shares in cash transactions over the New York Stock Exchange. The Repurchase Offer is an alternative means to permit you to sell your shares to the Fund in exchange for Portfolio Securities. In order to participate in the Repurchase Offer, you must provide information regarding a Mexican brokerage or custodial account available to or established by you which can receive the Portfolio Securities (the "Mexican Account"). You can obtain the current net asset value per share as of the close of business on the previous business day during the period of the Repurchase Offer by calling the Information Agent, at 800-607-0088, between the hours of 9:00 a.m. and 5:00 p.m., New York City time, Monday-Friday (except holidays). You can also access the Fund's web site, www.themexicofund.com, for this information, which is typically updated on a daily basis at around 6:30 p.m., New York City time. The Fund anticipates publishing its schedule of investments via press release and on the Fund's web site on the Expiration Date. The Portfolio Securities to be received by participating shareholders will be a pro-rata portion of the Fund's schedule of investments subject to certain adjustments. See "Background and Purpose of the Repurchase Offer'' below. Background and Purpose of the Repurchase Offer The purpose of the Repurchase Offer is to provide shareholders an alternative source of liquidity for their Fund shares in addition to cash sales of Fund shares on the New York Stock Exchange, to enhance shareholder 3 value, and to narrow the discount to net asset value at which Fund shares trade. The Repurchase Offer provides shareholders with the opportunity to redeem their shares in-kind (i.e., in exchange for Portfolio Securities and cash held by the Fund) in order to realize close to net asset value for their shares. The sale proceeds of the Repurchase Offer will be paid in Portfolio Securities except for (a) securities which, if distributed, would be required to be registered under the Securities Act of 1933, as amended (the "Securities Act"); (b) securities issued by entities in countries which restrict or prohibit the holding of securities by non-nationals other than through qualified investment vehicles; and (c) certain portfolio assets (such as forward currency exchange contracts, futures and options contracts and repurchase agreements) that, although they may be liquid and marketable, involve the assumption of contractual obligations, require special trading facilities or can only be traded with the counterparty to the transaction in order to effect a change in beneficial ownership. With respect to the Portfolio Securities, as to fractional shares and/or odd lots of securities and/or amounts attributable to any cash position (including short-term non-equity securities), for shareholders of record the Fund will (a) pay cash for fractional shares and/or odd lots of securities and/or amounts attributable to any cash position (including short-term non-equity securities); (b) round off (up or down) odd lots or fractional shares so as to eliminate them prior to distribution; or (c) pay a higher pro-rata percentage of equity securities to represent such items. The choice of option (a), (b) or (c) with respect to the treatment of fractional shares and/or odd lots of securities is at the discretion of the Fund. The Repurchase Offer also is intended to insulate shareholders who choose not to participate from bearing any portion of the significant unrealized capital gains of the Fund which would be realized if the Fund sold the Portfolio Securities in order to satisfy redemption requests in cash. If you desire to participate in the Repurchase Offer, you should either (1) complete and sign the Letter of Transmittal and mail or deliver it to the Depositary together with the Fund shares (in proper certificated or uncertificated form), and any other documents required by the Letter of Transmittal; or (2) request your broker, dealer, commercial bank, trust company or other nominee to effect the transaction for you. If your Fund shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you must contact that firm if you desire to participate in the Repurchase Offer. Shareholders whose shares are not registered in the name of a broker, dealer, commercial bank, trust company of other nominee may wish to consult with such an entity to facilitate their participation in the Repurchase Offer and fulfill the requirements for participation. Shareholders are not required to pay a service charge to the Fund or the Depositary in connection with their participation in the Repurchase Offer, but may be charged a fee by a broker, dealer or other institution for processing the documentation required to participate in the Repurchase Offer and may incur other expenses as described in this Repurchase Offer Statement. IF YOU DO NOT WISH TO PRESENT YOUR SHARES FOR REDEMPTION IN THE REPURCHASE OFFER, YOU NEED NOT TAKE ANY ACTION. THIS REPURCHASE OFFER IS BEING EXTENDED TO ALL SHAREHOLDERS OF THE FUND AND IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING SUBMITTED FOR REPURCHASE, BUT IS SUBJECT TO OTHER CONDITIONS AS OUTLINED HEREIN AND IN THE LETTER OF TRANSMITTAL. SEE SECTIONS 3 AND 14 OF THIS REPURCHASE OFFER STATEMENT. NEITHER THE FUND NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO PARTICIPATE IN THE REPURCHASE OFFER. SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN THIS REPURCHASE OFFER STATEMENT, CONSULT THEIR OWN FINANCIAL AND TAX ADVISORS AND MAKE THEIR OWN DECISIONS WHETHER OR NOT TO PRESENT SHARES FOR REDEMPTION. THE FUND HAS BEEN ADVISED THAT NO DIRECTOR OR OFFICER OF THE FUND NOR THE FUND'S INVESTMENT ADVISER WILL PARTICIPATE IN THE REPURCHASE OFFER. 4 NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE FUND OR ITS INVESTMENT ADVISER, AS TO WHETHER SHAREHOLDERS SHOULD PRESENT THEIR SHARES FOR REDEMPTION PURSUANT TO THE REPURCHASE OFFER. ANY RECOMMENDATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND OR ITS INVESTMENT ADVISER. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE REPURCHASE OFFER OTHER THAN THOSE CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. IF GIVEN OR MADE, ANY INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND OR THE INVESTMENT ADVISER. PARTICIPATING SHAREHOLDERS WILL BE RECEIVING PORTFOLIO SECURITIES WHICH WILL INCLUDE SHARES OF MEXICAN PUBLIC COMPANIES. INFORMATION ABOUT MEXICAN PUBLIC COMPANIES MAY BE LESS EXTENSIVE THAN U.S. PUBLIC COMPANIES, IS LIKELY TO BE IN SPANISH, AND MAY NOT BE AS ACCURATE OR CURRENT. SHAREHOLDERS MAY WISH TO CONDUCT THEIR OWN INVESTMENT RESEARCH AND/OR CONSULT THEIR FINANCIAL ADVISOR. 1. Terms of the Repurchase Offer; Expiration Date. Upon the terms and conditions set forth herein, the Fund will accept for payment in Portfolio Securities, and repurchase, up to 100% of the Fund's issued and outstanding shares of common stock, or 45,456,232 shares in the aggregate, validly submitted for redemption on or prior to 5:00 p.m., New York City time, on the Expiration Date and not withdrawn as permitted by Section 4. A shareholder may submit for redemption some or all of the Fund shares owned by the shareholder. If an overwhelming majority of shares are submitted for repurchase, the Fund may have to delist its shares from the New York Stock Exchange or may decide to liquidate in its entirety following completion of the Repurchase Offer and/or the Fund's investment adviser may decide to resign as investment adviser. If a shareholder decides against continuing to own shares of the Fund, consideration should be given to the relative benefits and costs of participating in the Repurchase Offer, including, but not limited to, the requirement of providing information regarding the Mexican Account, the risks of receiving the Portfolio Securities for which there may be less information available, and the costs and risks of disposing of the Portfolio Securities or retaining them, versus selling the Fund shares on the open market, such as a transaction on the New York Stock Exchange, at the prevailing market price with the associated transaction costs, and receiving cash payment in U.S. dollars. See Section 7 of this Repurchase Offer Statement. The Fund expressly reserves the right, in its sole discretion, at any time and from time to time, to extend the period of time during which the Repurchase Offer is open by giving oral or written notice of such extension to the Depositary. Any such extension will also be publicly announced by press release issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. If the Fund makes a material change in the terms of the Repurchase Offer or the information concerning the Repurchase Offer, or if it waives a material condition in the terms of the Repurchase Offer, the Fund will extend the Repurchase Offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(3) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). During any extension, all shares previously submitted for redemption and not withdrawn will remain subject to the Repurchase Offer, subject to the right of the participating shareholder to withdraw his or her shares. Subject to the terms and conditions of the Repurchase Offer, the Fund will pay the consideration offered or return the Fund shares submitted for redemption as promptly as practicable after the termination or withdrawal of the Repurchase Offer. Any extension, delay or termination will be followed as promptly as practicable by public announcement thereof, such announcement, in the case of an extension, to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. 5 2. Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Repurchase Offer, the Fund will accept for payment, and will pay for, Fund shares validly submitted for repurchase on or before the Expiration Date and not properly withdrawn in accordance with Section 4 as soon as practicable after the Expiration Date. In all cases, payment for Fund shares submitted for repurchase and accepted for payment pursuant to the Repurchase Offer will be made only after timely receipt by the Depositary of certificates for such Fund shares (unless such Fund shares are held in uncertificated form), a properly completed and duly executed Letter of Transmittal (or facsimile thereof), and any other documents required by the Letter of Transmittal, including any necessary tax forms. The Fund expressly reserves the right, in its sole discretion, to delay the acceptance for payment of, or payment for, Fund shares, in order to comply, in whole or in part, with any applicable law. For purposes of the Repurchase Offer, the Fund will be deemed to have accepted for payment Fund shares validly submitted for repurchase and not withdrawn as, if and when the Fund gives oral or written notice to the Depositary of its acceptance for payment of such Fund shares pursuant to the Repurchase Offer. The Depositary will, as the Fund's transfer agent, cancel Fund shares accepted for repurchase, and the Fund's custodian will transfer the Portfolio Securities to the Mexican Accounts as promptly as practicable after the Expiration Date. Although the Fund will try to make payment for Fund shares repurchased as promptly as possible, the Fund may be delayed in making payment, but such delays are likely to be the result of circumstances beyond the Fund's control. Under no circumstances will the Fund pay interest on the Repurchase Price, regardless of any delay in making payment therefor. If any Fund shares submitted for repurchase are not accepted for payment pursuant to the terms and conditions of the Repurchase Offer for any reason, or are not paid because of an invalid submission (i) certificates for such unpurchased Fund shares will be returned, without expense to the participating shareholder, as soon as practicable following expiration or termination of the Repurchase Offer; (ii) Fund shares delivered pursuant to the Book-Entry Delivery Procedure (as defined in Section 3 below) will be credited to the appropriate account maintained with the appropriate Book-Entry Transfer Facility (as defined in Section 3 below): and (iii) uncertificated Fund shares held by the Fund's transfer agent pursuant to the Fund's dividend reinvestment plan will be returned to the dividend reinvestment plan account maintained by the transfer agent. If the Fund is delayed in payment for, or is unable to accept for payment or pay for, Fund shares pursuant to the Repurchase Offer for any reason, then, without prejudice to the Fund's rights under the Repurchase Offer, the Depositary may, on behalf of the Fund, retain Fund shares submitted for repurchase, and such Fund shares may not be withdrawn. Participating shareholders may be required to pay brokerage fees to a U.S. broker, dealer, commercial bank, trust company or other nominee in order to participate in the Repurchase Offer. Participating shareholders may also be subject to certain tax consequences as discussed in Section 9 of this Repurchase Offer Statement. The Fund normally publishes its net asset value per share on each business day after the close of regular trading on the New York Stock Exchange. The Fund's shares are listed for trading under the symbol "MXF" on the New York Stock Exchange. On April 30, 2002, the net asset value per share was $20.67, and the Fund's last reported sales price was $19.10 per share, representing a 7.60% discount from the net asset value per share. The Fund's net asset value per share will be available daily through the Expiration Date, through the Fund's toll free number at 800-224-4134 and is typically available daily through the Fund's web site, www.themexicofund.com. The Fund anticipates publishing the Fund's investment portfolio via press release and the Fund's web site on the Expiration Date. The Portfolio Securities to be received by participating shareholders will be a pro-rata portion of the Fund's Schedule of Investments subject to certain adjustments. See "Background and Purpose of the Repurchase Offer" in this Repurchase Offer Statement. Shareholders submitting shares in the Repurchase Offer must ensure that all required information has been provided and is accurate. The Fund is not responsible for notifying shareholders of any inaccuracies or deficiencies in their submission and an invalid submission will result in the return of Fund shares submitted for repurchase by a shareholder. 6 3. Procedure for Participating in the Repurchase Offer. A. Proper Presentation of Shares for Redemption. Shareholders having Fund shares that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee should contact such firm if they desire to participate in the Repurchase Offer. For a shareholder to properly submit Fund shares pursuant to the Repurchase Offer, either (a)(i) a properly completed and duly executed Letter of Transmittal, together with any required signature guarantees, and any other documents required by the Letter of Transmittal, including any required U.S. tax information, must be transmitted to and received by the Depositary at the address set forth on the page 24 of this Repurchase Offer Statement or, in the case of a book-entry transfer, an Agent's Message (as defined below), and DTC Delivery Election Form must be received by the Depositary at the address set forth on the last page of this Repurchase Offer Statement prior to the Expiration Date and either the certificate for Fund shares must be transmitted to and received by the Depositary at its address set forth on the page 24 of this Repurchase Offer Statement or the participating shareholder must comply with the Book-Entry Delivery Procedure set forth in this Section 3, or (b) participating shareholders must comply with the Guaranteed Delivery Procedures set forth in this Section 3, in all cases prior to the Expiration Date. Letters of Transmittal and certificates representing Fund shares presented for redemption should NOT be sent or delivered to the Fund. Shareholders who do not have Fund shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee may wish to contact one of these entities and deposit their shares with it and seek its assistance in submitting the documents (including the Mexican Account information) for participation in the Repurchase Offer. Participating shareholders must submit instructions as to brokerage or custodial arrangements entered into with appropriate Mexican stock brokers or Mexican banks, i.e. the Mexican Account, required in the transmittal documents in order to have validly presented Fund shares for participation in the Repurchase Offer. The forms for these instructions appear in the Letter of Transmittal and, in the case of brokers, dealers, commercial banks, trust companies or other nominees submitting shares on behalf of clients, on the DTC Delivery Election Form. The Fund's transfer agent holds Fund shares in uncertificated form for certain Fund shareholders pursuant to the Fund's dividend reinvestment plan. Shareholders may submit such Fund shares for redemption by completing the appropriate section of the Letter of Transmittal or Notice of Guaranteed Delivery. The term "Agent's Message" means a message transmitted by a Book-Entry Transfer Facility (as defined in Part C below) to, and received by, the Depositary and forming a part of a Book-Entry Delivery Procedure (as defined in Part C below), which states that such Book-Entry Transfer Facility has received an express acknowledgement from the participant in such Book-Entry Transfer Facility submitted the shares for repurchase that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that the Fund may enforce such agreement against such participant. Section 14(e) of the Exchange Act and Rule 14e-4 promulgated thereunder prohibit both "short" redemption requests and "hedged" redemption requests by any person, whether acting alone or in concert with others. It is a violation of Rule 14e-4 under the Exchange Act for a person to request redemption of Fund shares unless the person requesting redemption (i) has a net long position equal to or greater than the amount as to which a redemption request has been made in Fund shares presented for redemption; and (ii) will cause these Fund shares to be delivered in accordance with the terms of the Repurchase Offer. The acceptance by the Fund of Fund shares for repurchase will constitute a binding agreement between the participating shareholder and the Fund upon the terms and subject to the conditions of the Repurchase Offer, including the participating shareholder's representation that (i) the shareholder has a net long position in the Fund shares being presented for redemption within the meaning of Rule 14e-4 under the Exchange Act, and (ii) the presentation of Fund shares for redemption complies with Rule 14e-4. 7 B. Signature Guarantees and Method of Delivery. No signature guarantee is required on the Letter of Transmittal if (a) the Letter of Transmittal is signed by the registered holder(s) (which includes any participant in the Depository Trust Company ("DTC") book-entry transfer facility whose name appears on DTC's security position listing as the owner of Fund shares) of Fund shares presented for redemption; or (b) Fund shares are presented for redemption for the account of a firm (an "Eligible Institution") which is a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of a Stock Transfer Association approved medallion program (such as STAMP, SEMP or MSP). In all other cases, all signatures on the Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5 of the Letter of Transmittal. Signature(s) on the Letter of Transmittal by the registered holder(s) of Fund shares submitted for redemption must correspond with the name(s) as written on the face of the certificate(s) without alteration, enlargement or any change whatsoever. If any of the Fund shares presented for redemption are owned of record by two or more joint owners, all such owners must sign the Letter of Transmittal. If any of the Fund shares presented for redemption are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates. If the Letter of Transmittal or any certificates or stock powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, they should so indicate when signing, and proper evidence satisfactory to the Fund of their authority to act must be submitted. "Satisfactory" evidence is in the sole discretion of the Fund. C. Book-Entry Delivery Procedure. The Depositary will establish an account with respect to the Fund shares at DTC for purposes of the Repurchase Offer within two business days after the date of this Repurchase Offer Statement (the "Book-Entry Transfer Facility"). Any financial institution that is a participant in the Book-Entry Transfer Facility's systems may make delivery of Fund shares submitted for redemption by causing (i) such Book-Entry Transfer Facility to transfer such Fund shares into the Depositary's account in accordance with such Book-Entry Transfer Facility's procedure for such transfer; and (ii) a confirmation of receipt of such delivery to be received by the Depositary (the "Book-Entry Delivery Procedure"). The Book-Entry Transfer Facility may charge the account of such financial institution for submitted Fund shares on behalf of shareholders. Notwithstanding that delivery of Fund shares may be effected in accordance with this Book-Entry Delivery Procedure, the DTC Delivery Election Form and Authorization Instructions Form must be transmitted to and received by the Depositary at the appropriate address set forth on the last page of this Repurchase Offer Statement before the Expiration Date or the participating shareholder must comply with the Guaranteed Delivery Procedure set forth below (which requires submission of the Authorization Instructions Form). Delivery of documents to a Book-Entry Transfer Facility in accordance with such Book-Entry Transfer Facility's procedures does not constitute delivery to the Depositary for purposes of this Repurchase Offer. D. Guaranteed Delivery Procedure. If certificates for Fund shares are not immediately available or time will not permit the Letter of Transmittal and other required documents to reach the Depositary prior to the Expiration Date, Fund shares may be properly submitted for redemption provided that: (i) the submission is made by or through an Eligible Institution, as defined above; 8 (ii) a properly completed and executed Notice of Guaranteed Delivery, DTC Delivery Election Form and Authorization Instructions Form, substantially in the form provided by the Fund, is received by the Depositary by the Expiration Date; and (iii) the Fund share certificates evidencing all Fund shares, in proper form for transfer, or a Book-Entry Confirmation, together with the Letter of Transmittal properly completed and executed with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message) and any other documents required by the Letter of Transmittal, are received by the Depositary within three New York Stock Exchange trading days after the date of execution of the Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand to the Depositary or transmitted by telegram, facsimile transmission or mailed to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in such Notice of Guaranteed Delivery. Notwithstanding any other provision hereof, repurchase of Fund shares accepted for repurchase pursuant to the Repurchase Offer will in all cases be made only after timely receipt by the Depositary of (a) certificates for (or a timely receipt of confirmation with respect to such Fund shares (b) a Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees, or, in the case of a book-entry transfer, an Agent's Message, and (c) any other documents required by the Letter of Transmittal. Accordingly, participating shareholders may be paid at different times depending upon when certificates for shares or confirmations of receipt for such shares are actually received by the Depositary. E. Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of Fund shares presented for redemption will be determined by the Fund, in its sole discretion, and the determination shall be final and binding. The Fund reserves the absolute right to reject any or all presentations for redemption determined not to be in appropriate form or to refuse to accept for payment, repurchase or pay for any Fund shares if, in the opinion of the Fund's counsel, accepting, repurchasing or paying for the Fund shares would be unlawful. The Fund also reserves the absolute right to waive any of the conditions of the Repurchase Offer or any defect in any redemption, whether generally or with respect to any particular Fund share(s) or shareholder(s). The Fund's interpretations of the terms and conditions of the Repurchase Offer shall be final and binding. NONE OF THE FUND, THE INVESTMENT ADVISER, THE DEPOSITARY, THE INFORMATION AGENT, THE CUSTODIAN OR ANY OTHER PERSON IS OR WILL BE OBLIGATED TO GIVE ANY NOTICE OF DEFECTS OR IRREGULARITIES, OR WAIVERS OF DEFECTS OR IRREGULARITIES IN A REDEMPTION REQUEST, AND NONE OF THEM WILL INCUR ANY LIAIBLITY FOR FAILURE TO DO SO. The method of delivery of Fund shares, the Letter of Transmittal, and any other required documents, including delivery through the Book-Entry Transfer Facility, is at the election and risk of the participating shareholder. Shares will be deemed delivered only when actually received by the Depositary (including, in the case of a Book-Entry Transfer, by confirmation of receipt of delivery received by the Depositary). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery. F. Federal Income Tax Withholding. To prevent U.S. federal income tax backup withholding at a rate generally equal to 30% of the gross payments made pursuant to the Repurchase Offer, each U.S. shareholder who has not previously submitted a correct, completed and signed Form W-9 to the Fund or does not otherwise establish an exemption from withholding must notify the Depositary of the shareholder's correct taxpayer identification number (or certify that the taxpayer is awaiting a taxpayer identification number) and provide certain other information by completing the Substitute Form W-9 included in the Letter of Transmittal. Certain U.S. shareholders (including, among others, all corporations) are not subject to these backup withholding requirements. 9 Non-U.S. shareholders who have not previously submitted a correct, completed and signed Form W-8 to the Fund must submit a form to the Depositary in order to avoid backup withholding. For those shareholders, a copy of Form W-8 is included with the Letter of Transmittal. Failure to submit the documentation described above or establish an exemption necessary to prevent backup withholding will result in an invalid submission of shares for participation in the Repurchase Offer and, accordingly, the shareholder's submitted shares will not be accepted for repurchase. For a discussion of certain other U.S. federal income tax consequences to participating shareholders, see Section 9. 4. Withdrawal Rights. A request for redemption of Fund shares made pursuant to the Repurchase Offer may be withdrawn at any time prior to the Expiration Date. After the Expiration Date (including any date to which the Repurchase Offer is extended), all redemption requests made pursuant to the Repurchase Offer are irrevocable. However, a request for redemption of Fund shares may be withdrawn if payment for Fund shares submitted for repurchase has not been made after the expiration of 40 business days from the commencement of the Repurchase Offer. To be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on page 24 of this Repurchase Offer Statement. Any notice of withdrawal must specify the name of the person who executed the particular Letter of Transmittal or Notice of Guaranteed Delivery, the number of Fund shares to be withdrawn, and the names in which the Fund shares to be withdrawn are registered. Any signature on the notice of withdrawal must be guaranteed by an Eligible Institution. If certificates have been delivered to the Depositary, the name of the registered holder and the serial numbers of the particular certificates evidencing the Fund shares withdrawn must also be furnished to the Depositary. If Fund shares have been delivered pursuant to the Book-Entry Delivery Procedure set forth in Section 3 of this Repurchase Offer Statement, any notice of withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Fund shares (which must be the same name, number and Book-Entry Transfer Facility from which the Fund shares were submitted for redemption, and must comply with the procedures of the Book-Entry Transfer Facility). Shares may be submitted again after a withdrawal has been made if the necessary documents and procedures for the submission of shares for participation in the Repurchase Offer are followed as described in this Repurchase Offer Statement. 5. Source and Amount of Funds; Effect of the Repurchase Offer. The actual cost of the Repurchase Offer cannot be determined at this time because the number of Fund shares to be repurchased will depend on the number of Fund shares submitted for redemption, and the Repurchase Price will be determined on the Expiration Date. The total cost to the Fund of repurchasing 100% of its issued and outstanding Fund shares pursuant to the Repurchase Offer would be approximately $920,723,144.00 (based on the Fund's total net asset value on April 30, 2002). The Fund has the resources necessary to make payment for Fund shares submitted for repurchase in the Repurchase Offer since the Fund will distribute to shareholders participating in the Repurchase Offer the Portfolio Securities. Participating shareholders may experience a delay in the reregistration of the Portfolio Securities received as proceeds from the Repurchase Offer due to the process of transferring title and verification of Mexican Account information. Participating shareholders who are not Fund shareholders of record, but instead hold and present their Fund shares in the name of a broker, dealer, financial institution or other nominee, will receive the Portfolio Securities to which they are entitled in the name of their broker, dealer, financial institution or other nominee. It will be the responsibility of such brokers, dealers, financial institutions or other nominees to calculate and 10 distribute or credit either fractional shares or cash in respect of fractional shares, at their election, to their clients' accounts. Participating shareholders will have to confirm that the correct number of Portfolio Securities has been credited to the participating shareholders by the participating shareholder's broker or agent. The Fund anticipates publishing the identity of the Portfolio Securities via press release and the Fund's web site on the Expiration Date. Under no circumstances will the Fund pay interest to participating shareholders for Fund shares redeemed, regardless of any delay in making payment therefor. Participating shareholders will not be obligated to pay the Fund brokerage commissions or fees in connection with their demand to redeem Fund shares, although a participating shareholder's broker may charge a processing fee for assistance in transmitting the required documentation for participation in the Repurchase Offer to the Depositary and a participating shareholder may incur expenses associated with establishment of the Mexican Account to receive the Portfolio Securities plus fees, expenses and brokerage commissions associated with the disposal or retention of such Portfolio Securities. The fact that Fund shares are being repurchased at 98% of the net asset value per share reflects that all redemptions effected by the Fund pursuant to the Repurchase Offer will bear the administrative costs and expenses incurred in transferring Portfolio Securities from the Fund to the participating shareholder. The Fund estimates that expenses related to the Repurchase Offer will be $700,000 including legal, accounting, filing, printing, Depositary and Information Agent fees. To the extent expenses exceed 2% of the Fund's assets to be repurchased, the Fund will absorb the remaining expenses. The repurchase of Fund shares pursuant to the Repurchase Offer will have the effect of increasing the proportionate interest in the Fund of non-participating shareholders and reducing the net assets of the Fund. The reduced net assets of the Fund as a result of the Repurchase Offer will result in a higher expense ratio for the Fund. Additionally, a reduction in the number of Fund shares issued and outstanding may reduce the liquidity and the depth of the trading market for the Fund shares. All Fund shares repurchased by the Fund pursuant to the Repurchase Offer will be cancelled. In addition, there is a risk that the Fund's investments and the Portfolio Securities may experience a decrease in value following the Repurchase Offer depending on the level of participation in the Repurchase Offer and whether participating shareholders choose to dispose of the Portfolio Securities shortly after the Repurchase Offer. Because of the size of the Fund and the characteristics of the Mexican securities market, if a large percentage of shareholders participate in the Repurchase Offer and choose to liquidate the Portfolio Securities shortly after they receive them, there could be an adverse impact on the Mexican securities market and the market prices of the Portfolio Securities and the Fund's other investments, which risk affects both participating and non-participating shareholders. Finally, because the Fund is offering to repurchase all of its issued and outstanding shares, there is a risk that the Fund may have to delist its shares from the New York Stock Exchange or liquidate in its entirety following the Repurchase Offer, depending on the level of participation. In addition, there is the risk that the Fund's investment adviser may resign. PRO FORMA CAPITALIZATION
Adjustment for Adjustment for Repurchase at Repurchase at $20.26 per $20.26 per As of Share(1) assuming Pro Forma as Share(1) assuming Pro Forma as April 30, 2002 20% Repurchase Adjusted 40% Repurchase Adjusted -------------- ----------------- ------------ ----------------- ------------ Total Net Assets.. $939,513,412 $(184,188,644) $755,324,768 $(368,377,308) $571,136,104 Shares Outstanding 45,456,232 (9,091,246) 36,364,985 (18,182,493) 27,273,739
- -------- (1) Based on the net asset value per Fund share of $20.67 on April 30, 2002. 11 On the other hand, because the proceeds of the Repurchase Offer are Portfolio Securities, the Fund will not experience the typical effects associated with a cash tender offer including the attendant risks of declining net asset value because of significant market pressure to dispose of securities, increased Fund brokerage and related transaction expenses, and the realization of capital gains by the Fund accompanying the liquidation of portfolio securities for cash. Participation in the Repurchase Offer will, however, have certain tax consequences, risks and expenses as further discussed below. 6. Purpose of the Repurchase Offer; Plans or Proposals of the Fund. In view of the discount levels from net asset value at which Fund shares have traded, the Board of Directors of the Fund has regularly considered actions consistent with the interests of all shareholders to reduce or eliminate these discounts. In 1986, the Fund repurchased 699,700 shares through a repurchase program which reduced the market discount only temporarily. In 1987, the Fund conducted a tender offer for its shares which briefly narrowed the market discount. The Board conducted a comprehensive study in 1998 regarding the Fund's market discount and possible solutions which involved discussions with analysts, consideration of other closed-end funds' actions and the production of a detailed report containing the Board's discussions and analysis of the phenomenon. In August 2000, the Fund commenced a share repurchase program which it completed in May 2001 after repurchasing 10% of the Fund's issued and outstanding shares of common stock. In March 2001, the Fund filed an exemptive application with the Securities and Exchange Commission ("SEC") seeking regulatory relief necessary for the Fund to adopt a fundamental policy committing the Fund to repurchase in-kind on a periodic basis no less than 5% of the Fund's issued and outstanding shares of common stock each fiscal year. This Repurchase Offer is the result of an announcement that the Fund would offer to repurchase in-kind up to 100% of its issued and outstanding shares of common stock on a quarterly basis. The Repurchase Offer has been provided to create greater liquidity in Fund shares by permitting Fund shareholders to redeem their shares other than through secondary market transactions and has as a goal the reduction of the discount to net asset value per share at which Fund shares trade on a more sustained basis although there is no assurance that any of these goals will be achieved. Payment in Portfolio Securities is expected to prevent the involuntary recognition and receipt by non-participating shareholders of any portion of the unrealized capital gains which would be realized if the Fund sold the Portfolio Securities in order to satisfy redemption requests in cash. As discussed below, however, the Repurchase Offer is generally a taxable transaction for participating shareholders. The Fund is continuing to seek regulatory authorization to conduct future repurchase offers under Rule 23c-3 of the Investment Company Act of 1940, as amended (the "1940 Act"), but will continue to provide quarterly repurchase offers for up to 100% of the Fund's shares under Rules 13e-3 and 13e-4 pending resolution of the exemptive application filed in March 2001. The Repurchase Offer has been unanimously approved by the Board. However, none of the members of the Board, the Fund's executive officers or any of its affiliates has made any recommendations to any shareholders as to whether to participate in the Repurchase Offer, and the Fund has been advised that none intends to participate in the Repurchase Offer. In making its decision, the Board considered the desire of certain Fund shareholders to realize close to net asset value per share for their Fund shares and the support of Fund shareholders for a closed-end fund structure which would allow them to invest in the Mexican securities market. The Board also sought an alternative that would minimize adverse tax consequences to the Fund and its shareholders. As discussed above, based on the Fund's experience with other methods to reduce the Fund's market discount and consideration of the proposed Repurchase Offer, the Board concluded that the Repurchase Offer is reasonably fair to all shareholders. The in-kind nature of the Repurchase Offer is expected to prevent Fund shareholders who do not participate in the Repurchase Offer from experiencing the adverse tax consequences that would accrue in a cash repurchase while allowing Fund shareholders who want to sell their Fund shares to do so at close to net asset value. However, the Repurchase Offer is generally a taxable transaction for participating shareholders. Additionally, the Board intends to retain its closed-end structure while providing 12 Fund shareholders an alternative means of liquidity, other than the secondary market on which the Fund's shares trade by conducting the Repurchase Offer and seeking exemptive relief to conduct periodic in-kind Fund share repurchases. Tax consequences to participating shareholders are discussed below. No report, opinion or appraisal has been obtained or prepared by any party relating to the Repurchase Offer. The Board did not believe that there was a need for such a report considering shareholder support for periodic in-kind repurchases as evidenced by the approval of a periodic repurchase policy by Fund shareholders at the Fund's annual meeting of shareholders on March 7, 2002. 7. Factors to Consider Regarding the Decision to Participate in the Repurchase Offer. The decision whether a Fund shareholder should participate in the Repurchase Offer depends on the facts and circumstances of each Fund shareholder. The Fund suggests that shareholders consider the expenses associated with participation in the Repurchase Offer, including establishment of the Mexican Account, and other related paperwork, the implications of owning Portfolio Securities and the tax consequences of participation. Shareholders should also consider that the Fund will be making future quarterly in-kind repurchase offers. Without consideration of any potential tax consequences to a shareholder of participation in the Repurchase Offer, the actual per share expense to a shareholder of participation depends on a number of factors including the number of shares submitted for repurchase, the varying expenses associated with establishing the Mexican Account and/or enlisting the assistance of a U.S. bank or broker which may charge clients a fee for submitting the documentation necessary for participation. Moreover, participating shareholders may incur additional expenses following their participation in the Repurchase Offer depending on whether they sell or retain the Portfolio Securities. Participating shareholders may wish to retain the Portfolio Securities as an investment for the long term. The Fund is not providing shareholders with specific information regarding each of the Portfolio Securities. However, participating shareholders may not have the means to effectively monitor, or monitor as efficiently as with a managed investment vehicle, the performance of the Portfolio Securities, and the Portfolio Securities would be subject to the typical investment risks associated with foreign investments in developing markets, such as the risk of political and economic instability that developing countries periodically experience. In addition, information regarding the Mexican companies that comprise the Portfolio Securities may not be as current as information provided by U.S. public companies and is likely to be available only in Spanish. Mexican public companies are subject to less stringent disclosure standards and regulatory oversight than U.S. public companies. There also may be additional future expenses participating shareholders incur in retaining the Portfolio Securities. If participating shareholders receive Portfolio Securities and then determine to liquidate the Portfolio Securities, participating shareholders would be subject to investment and currency risks as well as additional expenses and tax consequences associated with liquidation of the Portfolio Securities. Shareholders will need to conduct their own investment research regarding the Mexican companies comprising the Portfolio Securities and/or seek assistance from their financial advisors. Shareholders are encouraged to consult with their financial and tax advisors regarding these issues. The Mexican Account Participating shareholders must provide information regarding the Mexican Account where Portfolio Securities may be transferred. Establishing and maintaining the Mexican Account may entail additional expenses that should be considered when determining whether participation in the Repurchase Offer represents the best method to realize the value of the shareholder's investment in the Fund. Furthermore, the Mexican Account may be subject to different procedures, laws and risks than a U.S. brokerage account. It may be more convenient for shareholders to seek the assistance of a U.S. broker or dealer in meeting this requirement. Investing in Foreign Securities The decision to participate in the Repurchase Offer and retain the Portfolio Securities represents a direct investment in the securities of Mexican issuers. 13 Participating shareholders should be aware of the risks of such a direct investment and the potential difficulties of managing a portfolio of foreign securities. Investment in Mexican securities involves special considerations and risks that are not normally associated with investments in U.S. securities, including (1) relatively higher price volatility, lesser liquidity and small market capitalization of the Mexican securities markets; (2) currency fluctuations and the cost of converting Mexican pesos into U.S. dollars; (3) restrictions on foreign investment and potential restrictions on repatriation of capital invested in Mexico and remittance of profits and dividends accruing thereon; (4) political, economic and social risks and uncertainties, including risks of confiscatory taxation and expropriation or nationalization of assets; (5) higher rates of inflation, unemployment and interest rates than in the United States; and (6) less stringent disclosure requirements, less available information regarding Mexican public companies and less active regulatory oversight of Mexican public companies. Market Illiquidity; Volatility. The Mexican securities market is substantially smaller, less liquid and more volatile than the major securities markets in the United States. Although the Mexican Stock Exchange is one of Latin America's largest exchanges by market capitalization, it remains relatively small and illiquid compared to major world markets. In fact, in recent years trading activity has contracted and market capitalization has decreased. The market capitalization of the Mexican Stock Exchange at the end of 2001 amounted to approximately 127 billion U.S. dollars, compared to 220 billion U.S. dollars in February 1994, and the dollar value of daily trading activity averaged 152.9 million U.S. dollars in 2001 compared to 317.1 million U.S. dollars in 1994. In addition, trading on the Mexican Stock Exchange is concentrated. Approximately 80% of the total traded volume of the Mexican Stock Exchange during 2001 was produced by 10 issuers. Finally, prices of equity securities traded on the Mexican Stock Exchange are generally more volatile than prices of equity securities traded on the New York Stock Exchange. The combination of price volatility and the relatively limited liquidity of the Mexican Stock Exchange may have an adverse impact on the investment performance of the Portfolio Securities. There is a risk that the Fund's investments and the Portfolio Securities may experience a decrease in value following the Repurchase Offer depending on the level of participation in the Repurchase Offer and whether participating shareholders choose to dispose of the Portfolio Securities shortly after the Repurchase Offer. Because of the size of the Fund and the characteristics of the Mexican securities market, if a large percentage of shareholders participate in the Repurchase Offer and choose to liquidate the Portfolio Securities shortly after they receive them, there could be an adverse impact on the Mexican securities market and the market prices of the Portfolio Securities and the Fund's other investments, which risk affects both participating and non-participating shareholders. Mexican Economic and Political Factors. Although Mexico's economy has strengthened in recent years and Mexico's sovereign debt was recently upgraded to an "investment-grade" rating by the three most prominent rating agencies, including Standard and Poor's, Mexico continues to be characterized as a developing economy and investments in developing countries are subject to certain economic risks. Mexico has experienced widespread bank failures, currency devaluations, high levels of inflation and interest rates. Mexico is also dependent on certain industries and exports for the health of its economy. The Portfolio Securities are denominated in pesos. As a result, the Portfolio Securities must increase in market value at a rate in excess of the rate of any decline in the value of the peso against the U.S. dollar in order to avoid a decline in their equivalent U.S. dollar value. Mexico's political system has reformed substantially in recent years, resulting in the peaceful democratic election of the non-dominant political party's candidate as president in 2000 (the first time the Partido Revolucionario Institucional's candidate has not held that office in 70 years). However, Mexico's political past has been characterized by considerable political uncertainty and instability and there is no guarantee that Mexico will not experience political unrest in the future which could affect the value of the Portfolio Securities. As with any foreign investment, there also exists the risk of expropriation and restrictions on foreign investment. 14 Mexican Securities Laws and Accounting Rules. There is less publicly available information about the issuers of Mexican securities, such as the Portfolio Securities, than is regularly published by issuers in the United States. Information provided by Mexican public companies may not be current, accurate or easily obtainable and, to the extent available, is likely to be in Spanish. Also, there is generally less governmental supervision and regulation of exchanges, brokers and issuers in Mexico than there is in the United States. U.S. holders of Portfolio Securities may also experience difficulties enforcing U.S. laws or obtaining service of process against the issuers of the Portfolio Securities. Managing and Retaining the Portfolio Securities as an Investment. In addition to the risk factors discussed above, participating shareholders who desire to retain the Portfolio Securities as part of their investment portfolio should consider whether they have the ability to actively manage a portfolio of foreign securities. Shareholders may have invested in the Fund for exposure to the Mexican securities market with the assistance of the Fund's investment adviser, a professional portfolio manager familiar with that market. Shareholders may not have access to the information and experience necessary to effectively manage the Portfolio Securities and may incur losses from holding the Portfolio Securities as an investment. Tax Consequences of Participating and Retaining or Disposing of Portfolio Securities. Participation in the Repurchase Offer is generally a taxable event and participating shareholders will recognize a gain or loss or dividend income upon receipt of the Portfolio Securities. Additionally, the disposition of the Portfolio Securities represents a separate taxable event and shareholders will generally recognize a taxable gain or loss at the time of sale based upon the difference in the value of the Portfolio Securities received after the Expiration Date and the value of the Portfolio Securities at their time of sale. Depending on the level of participation in the Repurchase Offer, the liquidity of Fund shares is likely to decrease and the Fund expense ratio increase because there will be fewer Fund shares issued and outstanding as a result of the repurchases. There is also the risk that a significant amount of participation could lead to the Fund's liquidation in its entirety and/or the resignation of the Fund's investment adviser. However, outside of a liquidation scenario, the Fund has been advised that the Fund's investment adviser does not anticipate that its investment strategy and the Fund's investment objective will be materially affected by the Repurchase Offer. Fund shareholders who desire to sell their Fund shares should evaluate these factors and their own particular situation to determine if it is administratively easier and less costly to sell their shares for cash on the New York Stock Exchange. NONE OF THE FUND, ITS BOARD OF DIRECTORS, NOR ITS INVESTMENT ADVISER MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER WHETHER TO PARTICIPATE IN THE REPURCHASE OFFER, AND NONE OF SUCH PERSONS HAS AUTHORIZED ANY PERSON TO MAKE ANY SUCH RECOMMENDATION. SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE REPURCHASE OFFER, CONSULT THEIR OWN FINANCIAL AND TAX ADVISORS AND MAKE THEIR OWN DECISIONS WHETHER OR NOT TO PARTICIPATE. THE FUND HAS BEEN ADVISED THAT NO DIRECTOR OR OFFICER OF THE FUND NOR THE FUND'S INVESTMENT ADVISER INTENDS TO PARTICIPATE IN THE REPURCHASE OFFER. 15 8. Net Asset Value and Market Price Range of Shares, Dividends. The following tables set forth, for the periods indicated, the high and low net asset value per share as reported by the Fund's investment adviser and the high and low sales prices per share of the Fund as reported by the New York Stock Exchange and the amount of any income dividends and distributions of realized capital gains paid per share during each period. Shares are traded on the New York Stock Exchange under the symbol "MXF."
Net Dividend Gross Dividend NAV Market Price Distribution Distributions ------------- --------------- --------------- --------------- High Low High Low Income Capital Income Capital ------ ------ ------- ------- ------- ------- ------- ------- Fiscal 2000 1st quarter $25.10 $19.71 $14.438 $14.250 $0.0154 $ -- $0.0193 $ -- 2nd quarter $26.97 $20.62 $19.250 $13.813 $ -- $ -- $ -- $ -- 3rd quarter $24.38 $18.68 $17.188 $12.375 $0.0850 $ -- $0.0900 $ -- 4th quarter $23.52 $18.83 $17.625 $13.813 $0.0770 $ -- $0.0790 $ -- Fiscal 2001 1st quarter $21.00 $17.47 $14.625 $14.313 $ -- $0.0500 $ -- $0.0500 2nd quarter $20.91 $18.31 $17.600 $14.800 $ -- $ -- $ -- $ -- 3rd quarter $23.79 $20.36 $19.880 $16.790 $0.1135 $0.0031 $0.1279 $0.0031 4th quarter $22.90 $17.14 $19.550 $13.600 $ -- $ -- $ -- $ -- Fiscal 2002 1st quarter $19.70 $16.92 $17.690 $14.570 $0.1207 $2.6667 $0.1339 $2.6667
- -------- Sources: New York Stock Exchange and Impulsora del Fondo Mexico, S.A. de C.V. IT IS ANTICIPATED THAT NO CASH DIVIDEND WILL BE DECLARED BY THE BOARD OF DIRECTORS WITH A RECORD DATE OCCURRING BEFORE THE EXPIRATION OF THE REPURCHASE OFFER AND THAT, ACCORDINGLY, HOLDERS OF SHARES PURCHASED PURSUANT TO THE REPURCHASE OFFER WILL NOT RECEIVE ANY SUCH DIVIDEND WITH RESPECT TO SUCH SHARES. THE AMOUNT AND FREQUENCY OF DIVIDENDS IN THE FUTURE WILL DEPEND ON CIRCUMSTANCES EXISTING AT THAT TIME. Below is a table representing share repurchases by the Fund in the last two fiscal years, including the amount of securities purchased, the high and low repurchase prices paid and the average repurchase price during each fiscal quarter where Fund share repurchases occurred. The repurchases were part of a Share Repurchase Program which the Fund announced on July 31, 2000 and concluded in May 2001 which permitted the Fund to purchase in the open market up to 10% of its issued and outstanding shares of common stock.
Shares Price Paid ------------------- --------------- Repurchased High Low Average ----------- ------- ------- ------- Fiscal 2000 1st quarter 0 0 0 0 2nd quarter 0 0 0 0 3rd quarter 0 0 0 0 4th quarter 1,285,000 $16.187 $14.231 $15.459 Fiscal 2001 1st quarter 2,527,900 $16.656 $14.425 $15.365 2nd quarter 564,100 $17.579 $15.360 $16.617 3rd quarter 673,693 $19.575 $16.750 $17.840 4th quarter 0 0 0 0 Fiscal 2002 1st quarter 0 0 0 0 Total...... 5,050,693
16 9. Federal Income Tax Consequences of the Repurchase Offer. The following discussion is a general summary of the U.S. federal income tax consequences of the Repurchase Offer. The discussion is for general information purposes only and does not purport to consider all aspects of U.S. federal income taxation that might be relevant to shareholders. The discussion is based upon current provisions of the Internal Revenue Code of 1986, as amended (the "Code"), existing regulations promulgated thereunder, and administrative and judicial interpretations thereof, all of which are subject to change, which change could be retroactive. The discussion applies only to shareholders in whose possession shares are capital assets within the meaning of Section 1221 of the Code, and may not apply to certain types of shareholders (such as insurance companies, tax-exempt organizations, and broker-dealers) who may be subject to special rules. Persons who may be subject to tax in more than one country should consult the provisions of any applicable tax treaty to determine the potential tax consequences to them. You should consult your own tax advisor for a complete description of the tax consequences to you of a redemption of shares pursuant to the Repurchase Offer, including potential state, local and non-U.S. taxation by taxing jurisdictions of which you are a resident or domiciliary. U.S. SHAREHOLDERS. This subsection will be relevant to individuals who are citizens of the United States or resident aliens of the United States, domestic corporations, domestic partnerships, and certain estates and trusts treated as "US. persons" under the U.S. federal tax law. Under current federal income tax law, the receipt of Portfolio Securities for Fund shares pursuant to the Repurchase Offer will generally be a taxable transaction. Shareholders who redeem their shares receive either "exchange treatment" or "dividend treatment" with respect to their redemption proceeds (i.e., the Portfolio Securities). If a redemption satisfies any of paragraphs (1), (2), (3), or (4) of Code section 302(b), the redemption proceeds shall be treated as payment for the stock that is redeemed, i.e., the redemption will be accorded exchange treatment. If a redeeming shareholder is entitled to exchange treatment, such shareholder would recognize gain or loss for U.S. federal income tax purposes equal to the difference between: (i) the fair market value of the Portfolio Securities he or she receives, and (ii) the shareholder's adjusted tax basis in the shares redeemed. Such gain or loss would be capital gain or loss if the shares were a capital asset in the hands of the shareholder. Under current law, the maximum federal income tax rate applicable to most non-corporate taxpayers on capital gain for assets held more than one year is 20% and the maximum rate for shares held for shorter periods is generally 38.6%. Gain or loss must be determined separately for each block of shares (i.e., shares acquired at the same cost in a single transaction) redeemed pursuant to the Repurchase Offer. On the other hand, if none of paragraphs (1), (2), (3), or (4) of Code section 302(b) applies, such redemption may be accorded dividend treatment. If so, Code section 301 provides that redeeming shareholders shall include the amount of that distribution (i.e., the fair market value of the Portfolio Securities received) as ordinary income (generally taxed at the rate of 38.6%) to the extent of the Fund's earnings and profits. In addition, if certain shareholders receive dividend (and not exchange treatment) under Code section 302(b), there may be a constructive dividend under section 305(c) of the Code to shareholders who do not participate in the Repurchase Offer whose proportionate interest in the earnings and assets of the Fund has been increased. Code section 302(b) provides, in pertinent part, that a redemption shall be accorded exchange treatment if the redemption: (1) is "not essentially equivalent to a dividend"; (2) is "substantially disproportionate" with respect to the shareholder; (3) is "in complete redemption" of all of the stock of the corporation owned by the shareholder, or (4) in the case of a non-corporate shareholder, is "in partial liquidation" of the distributing corporation. In all cases, a redeeming shareholder would take a tax basis in the Portfolio Securities he or she receives that is equal to the fair market value of those Portfolio Securities on the date of the exchange. 17 Under the "wash sale" rules, recognition of a loss on shares sold pursuant to the Repurchase Offer will ordinarily be disallowed to the extent a shareholder acquires shares within 30 days before or after the date shares are redeemed pursuant to the Repurchase Offer and, in that event, the basis and holding period of the shares acquired will be adjusted to reflect the disallowed loss. There are also restrictions on the ability to deduct any capital losses. In addition, any loss within six months after the payment of a capital gain dividend with respect to such shares must also be treated as a long-term capital loss. Because the Depositary may be required to withhold 30% of the gross proceeds paid to a shareholder pursuant to the Repurchase Offer unless either: (a) the shareholder has completed and submitted to the Depositary the Substitute Form W-9 included with the Transmittal Letter, providing the shareholder's taxpayer identification number/social security number and certifying under penalties of perjury: (i) that the number is correct, and (ii) either that (A) the shareholder is exempt from backup withholding, (B) the shareholder has not been notified by the Internal Revenue Service that the shareholder is subject to backup withholding as a result of an underreporting interest or dividends or (C) the Internal Revenue Service has notified the shareholder that the shareholder is no longer subject to backup withholding; (b) the shareholder is a corporation; or (c) an exception applies under applicable law and Treasury regulations to such shareholders, failure to have provided the information mentioned in this paragraph will result in a defective submission and the Fund will be unable to repurchase the participating shareholder's shares. A beneficial owner who does not provide a correct TIN may be subject to penalties imposed by the IRS. Any amount paid as backup withholding does not constitute an additional tax and will be creditable against the beneficial owner's federal income tax liability. Each beneficial owner of shares should consult with his or her own tax advisor as to his or her qualification for exemption from backup withholding and the procedure for obtaining such exemption. NON-U.S. SHAREHOLDERS. In general, a "Non-U.S. Shareholder" is any person other than (1) a citizen or resident of the United States; (2) a corporation or partnership created or organized in the United States under the laws of the United States or any state; (3) an estate or trust that is subject or potentially subject to U.S. federal income tax on its worldwide income on a net basis; or (4) a trust, the administration of which is subject to the primary supervision of a U.S. court and the substantial decisions of which may be made by U.S. persons. U.S. taxation of a "Non-U.S. Shareholder" depends on whether the income from the Fund is "effectively connected" with a U.S. trade or business carried on by the Non-U.S. Shareholder. Ordinarily, income from the Fund will not be treated as "effectively connected" and, if that is the case, any gain realized upon the redemption of shares pursuant to the terms of the Repurchase Offer will not ordinarily be subject to U.S. taxation. If, however, the Non-U.S. Shareholder is treated as a non-resident alien individual but is physically present in the United States for more than 182 days during the taxable year, then, in certain circumstances, gain from the redemption of shares pursuant to the terms of the Repurchase Offer and gain from a liquidation of Portfolio Securities will be subject to U.S. tax of 30% (or lower treaty rate). If the income from the Fund is "effectively connected" with a U.S. trade or business carried on by a Non-U.S. Shareholder, then any gain (or dividend income) realized upon the sale of shares of the Fund pursuant to the terms of the Repurchase Offer will be subject to U.S. federal income tax at the graduated rates applicable to U.S. taxpayers. Non-U.S. Shareholders may be subject to dividend tax withholding at a 30% rate or a lower applicable tax treaty rate on the gross proceeds of the redemption received by such shareholder, if the proceeds are treated as a "dividend" under the rules described above. In the event that the tax status of the Repurchase Offer as a dividend is not clear to the Fund at the time of payment, the Fund will withhold a portion of the proceeds as if the proceeds constitute a dividend. In that case, the redeeming shareholder may be eligible to claim a refund of the withheld tax by filing a U.S. tax return if the shareholder can demonstrate that the proceeds were not dividends. Non-U.S. Shareholders should consult their tax advisers regarding application of these withholding rules. 18 Non-U.S. Shareholders should provide the Depositary with a completed Form W-8 in order to avoid 30% backup withholding. A copy of Form W-8 is provided with the Letter of Transmittal for such Shareholder. Failure to provide a completed Form W-8 will result in a defective submission and the Fund will be unable to repurchase the shares submitted. Non-U.S. Shareholders are advised to consult their own tax advisers with respect to the particular consequences to them of a redemption of shares pursuant to the Repurchase Offer. 10. Selected Financial Information. Set forth below is a summary of selected financial information for the Fund for the fiscal years ended October 31, 1997, 1998, 1999, 2000 and 2001. The information with respect to the fiscal years has been excerpted from the Fund's audited financial statements contained in its Annual Reports to Shareholders for these years. These Annual Reports were previously provided to Fund shareholders. Copies of the audited statements can be obtained free of charge, each at the web site of the SEC (http://www.sec.gov). The summary of selected financial information set forth below is qualified in its entirety by reference to such statements and the financial information, the notes thereto and related matters contained therein. 19 SUMMARY OF SELECTED FINANCIAL INFORMATION FOR THE PERIODS INDICATED BELOW
For the Three Months Ended For the Year Ended October 31 The Mexico Fund, Inc. January 31, 2002 --------------------------------------------------------- Financial Highlights (Unaudited) 2001 2000 1999 1998 1997 -------------------- ---------------- -------- ---------- -------- -------- ---------- Per Share Operating Performance: Net asset value, beginning of period....................... $ 18.98 $ 20.84 $ 19.57 $ 15.52 $ 23.49 $ 17.33 -------- -------- ---------- -------- -------- ---------- Net investment income (Note 1). 0.01 0.23** 0.18** 0.40 0.39** 0.40 Net gain (loss) on investments and translation of foreign currency (Note 1)............ 3.51 (2.31)** 1.10** 4.10 (7.48)** 6.16 -------- -------- ---------- -------- -------- ---------- Total from investment operations................ 3.52 (2.08)** 1.28** 4.50 (7.09)** 6.56 -------- -------- ---------- -------- -------- ---------- Less Dividends: Dividends to shareholders from net investment income........ (0.13) (0.13) (0.19) (0.45) (0.23) (0.38) Dividends to shareholders from net realized gains or investments.................. (2.67) (0.05) -- -- (0.60) (0.02) -------- -------- ---------- -------- -------- ---------- Total dividends............. (2.80) (0.18) (0.19) (0.45) (0.83) (0.40) -------- -------- ---------- -------- -------- ---------- Capital Share Transactions: Effect on NAV of stock repurchased.................. -- 0.40 0.18 -- -- -- Capital charge resulting from issuance of fund shares...... -- -- -- -- (0.05) -- -------- -------- ---------- -------- -------- ---------- Net asset value, end of period. $ 19.70 $ 18.89 $ 20.84 $ 19.57 $ 15.52 $ 23.49 ======== ======== ========== ======== ======== ========== Market value per share, end of period....................... $ 17.40 $ 16.70 $ 15.81 $ 14.31 $ 11.25 $ 18.69 ======== ======== ========== ======== ======== ========== Total investment return based on market value per share................. 21.76% 6.64% 11.82% 31.92% (36.70%) 35.03% Ratios to Average Net Assets: Expenses....................... 1.25% 1.07% 0.96% 0.98% 0.93% 0.91% Net investment income.......... 0.11% 1.12% 0.78% 2.14% 1.87% 1.80% Supplemental Data: Net assets at end of period (in 000's)....................... $895,395 $862,977 $1,022,136 $988,627 $783,775 $1,167,893 Portfolio turnover rate........ 9.25% 29.69% 22.27% 6.40% 3.69% 7.58%
- -------- * Annualized. ** Amounts were computed based on average shares outstanding during the period. See Notes to Financial Statements as provided in the Fund's Annual Reports. 20 11. Certain Information Concerning the Fund and the Fund's Investment Adviser. The Fund is a closed-end, non-diversified management investment company organized as a Maryland corporation. The Fund's shares were first issued to the public in June 1981. As a closed-end investment company; it does not redeem its shares at the election of a shareholder and does not continuously offer its shares for sale to the public but facilitates secondary market trading in its shares through its listing on the New York Stock Exchange. The Fund's investment objective is long-term capital appreciation through investment in equity securities of Mexican companies listed primarily on the Mexican Stock Exchange. The principal executive offices and business address of the Fund are located at 1775 Eye Street, NW, Washington, DC 20006 and the Fund's business telephone number is 202-261-7941. The Fund has not been involved in any criminal, judicial or administrative proceeding in the past five years. Impulsora del Fondo Mexico, S.A. de C.V. serves as the investment adviser to the Fund (the "Investment Adviser"). The Investment Adviser is a Mexican corporation and a registered investment adviser under the Investment Advisers Act of 1940. The principal business address of the Investment Adviser is 77 Aristoteles Street, 3/rd Floor, Col. Polanco, 11560 Mexico D.F., Mexico. The Investment Adviser has served as the Fund's investment adviser since the Fund's inception in 1981. / The Fund is subject to the information and reporting requirements of the 1940 Act and in accordance therewith is obligated to file reports and other information with the Securities and Exchange Commission relating to its business, financial condition and other matters. The Fund has also filed this Repurchase Offer Statement as part of Schedule TO and Schedule 13e-3 with the Securities and Exchange Commission in connection with the Repurchase Offer. Such reports and other information should be available for inspection at the public reference room at the Securities and Exchange Commission's office, 450 Fifth Street, NW, Judiciary Plaza, Washington, DC 20549. The Fund's filings are also available to the public on the Securities and Exchange Commission's internet site (http://www.sec.gov). Copies may be obtained, by mail, upon payment of the Securities and Exchange Commission's customary charges, or by writing to its principal office at 450 Fifth Street, NW, Judiciary Plaza, Washington, DC 20549. 21 12. Interests of Directors and Officers; Transactions and Arrangements Concerning Fund Shares. The directors and executive officers of the Fund and the aggregate number and percentage of Fund shares each of them beneficially owns is set forth in the table below. The address of each of them is in care of the Fund at 1775 Eye Street, NW, Washington, DC 20006. Number of Percentage of Name and Position Shares Beneficially Owned Shares Beneficially Owned ----------------- ------------------------- ------------------------- Juan Gallardo T., Chairman of the Board... 15,000 0.032% Philip Caldwell, Director. 7,159 0.015% Emilio Carrillo Gamboa*, Director................ None 0.0% Claudio X. Gonzalez, Director................ 22,900 0.050% Jose Luis Gomez Pimienta, President and Director.. 9,860 0.021% Robert L. Knauss, Director 3,024 0.006% Jaime Serra Puche, Director................ 1,625 0.003% Carlos Woodworth Ortiz, Treasurer............... None 0.0% Samuel Garcia-Cuellar, Secretary............... None 0.0% Hector Trigos, Research Vice President.......... None 0.0% Alberto Osorio, Finance Vice President.......... None 0.0% Eduardo Solano, Investor Relations Vice President None 0.0% - -------- * Newly-elected Director as of March 7, 2002. During the 60 days prior to the Repurchase Offer, except as provided below, neither the Fund nor, to the best of the Fund's knowledge, any of the Fund's officers, directors, affiliates or associates has effected any other transaction in Fund shares. To the best of the Fund's knowledge, none of the members of the Board of Directors, officers of the Fund or affiliates (other than affiliates solely by reason of owning 5% or more of the Fund's issued and outstanding shares of common stock) intends to participate in the Repurchase Offer. None of the Fund nor, to the best of the Fund's knowledge, any of the Fund's officers or directors is a party to any contract, arrangement, understanding or relationship with any other person relating, directly or indirectly to the Repurchase Offer with respect to any securities of the Fund, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies, consents or authorizations. 13. Certain Legal Matters; Regulatory Approvals. The Fund has sought exemptive relief from the SEC from the provisions of Section 17(a) of the 1940 Act to permit certain "affiliated persons" of the Fund who own 5% or more of the Fund's shares as indicated in public filings made with the SEC to participate in the Repurchase Offer. The Fund currently has at least one such 5% shareholder. A notice has been issued by the SEC which states that interested persons have until May 24, 2002 to request a hearing on the Fund's exemptive relief request. However, the Fund cannot provide any assurance that it will receive the requested relief prior to the Expiration Date. Any shareholder that owns more than 5% of the Fund's issued and outstanding shares of common stock should consider whether the provisions of Section 17 of the 1940 Act prohibit that shareholder from participating in the Repurchase Offer. 22 Other than as mentioned in the immediately prior paragraph, the Fund is not aware of any approval or other action by any government or governmental, administrative or regulatory authority or agency, domestic or foreign, that would be material to a shareholder's decision whether to participate in the Repurchase Offer. The Fund's obligations under the Repurchase Offer to accept for payment and pay for Fund shares are subject to certain conditions described in Section 14 of this Repurchase Offer Statement. 14. Certain Conditions of the Repurchase Offer. Notwithstanding any other provision of the Repurchase Offer, the Fund shall not be required to accept for payment or pay for any Fund shares, may postpone the acceptance for payment of, or payment for, Fund shares submitted for redemption, and may, in its reasonable discretion, terminate or amend the Repurchase Offer as to any Fund shares not then paid for if (1) such transactions, if consummated, would impair the Fund's status as a regulated investment company under the Code (which would make the Fund subject to U.S. federal (and possibly certain state and local) income taxes on all of its income and gains in addition to the taxation of Fund shareholders who receive distributions from the Fund); (2) there is any (a) in the Board of Directors' judgment, material legal action or proceeding instituted or threatened challenging such transactions or otherwise materially adversely affecting the Fund; (b) suspension of or limitation on prices for trading securities generally on the Bolsa Mexicana de Valores, S.A. and/or the New York Stock Exchange or other national securities exchange(s), or the NASDAQ National Market System; (c) declaration of a banking moratorium by federal or state authorities or any suspension of payment by banks in the United States, Mexico or New York State; (d) limitation affecting the Fund or the issuers of its portfolio securities imposed by U.S. or Mexican federal or state authorities on the extension of credit by lending institutions; (e) commencement or escalation of war, armed hostilities or other international or national calamity directly or indirectly involving the United States or Mexico which, based on the Board's reasonable business judgment, has a material adverse effect on the securities market in Mexico or the United States or both; or (f) in the Board of Directors' judgment, other event or condition that would have a material adverse effect on the Fund or its shareholders if shares submitted for redemption were repurchased; or (3) the Board of Directors determines that effecting any such transaction would constitute a breach of any of its fiduciary duties owed to the Fund or its shareholders. The foregoing conditions are for the sole benefit of the Fund and may be asserted by the Fund regardless of the circumstances (including action or inaction by the Fund) giving rise to any such conditions or may be waived by the Fund in whole or in part at any time and from time to time in its sole discretion. The failure by the Fund at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time. Any determination by the Fund concerning the events described in this section shall be final and binding on all parties. A public announcement shall be made of a material change in, or waiver of, such conditions, and the Repurchase Offer may, in certain circumstances, be extended in connection with any such change or waiver. If the Repurchase Offer is suspended or postponed, the Fund will provide notice to shareholders of such suspension or postponement. 15. Fees and Expenses. The Fund will not pay to any broker or dealer, commercial bank, trust company or other person any solicitation fee for any Fund shares repurchased pursuant to this Repurchase Offer. The Fund will reimburse such persons for customary handling and mailing expenses incurred in forwarding the Repurchase Offer. No such broker, dealer, commercial bank, trust company or other person has been authorized to act as agent of the Fund or the Depositary for purposes of the Repurchase Offer. 23 The Fund has retained American Stock Transfer & Trust Co. to act as Depositary and Morrow & Co., Inc. to act as Information Agent. The Depositary and the Information Agent will each receive reasonable and customary compensation for their services and will also be reimbursed for certain out-of-pocket expenses, and the Information Agent will be indemnified against certain liabilities by the Fund. As previously mentioned in Section 5, the Fund estimates that expenses pertaining to the Repurchase Offer will be $700,000. 16. Miscellaneous. The Repurchase Offer is not being extended to (nor will redemption requests be accepted from or on behalf of) holders of Fund shares in any jurisdiction in which the offering of the Repurchase Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction. The Fund may, in its sole discretion, take such action as it may deem necessary to make the Repurchase Offer in any such jurisdiction. The Fund is not aware of any jurisdiction in which the making of the Repurchase Offer or the acceptance of Fund shares in connection therewith would not be in compliance with the laws of such jurisdiction. Consequently, the Repurchase Offer is currently being made to all holders of Fund shares. However, the Fund reserves the right to exclude Fund shareholders in any jurisdiction in which it is asserted that the Repurchase Offer cannot lawfully be made. So long as the Fund makes a good faith effort to comply with any state law deemed applicable to the Repurchase Offer, the Fund believes that the exclusion of Fund shareholders residing in such jurisdiction is permitted under Rule 13e-4(f)(9) promulgated under the Exchange Act. 17. Contacting the Depositary and the Information Agent. The Letter of Transmittal, certificates for the Fund shares and any other required documents should be sent by each shareholder or his or her broker-dealer, commercial bank, trust company or other nominee to the Depositary as set forth below. The Depositary for the Repurchase Offer is: American Stock Transfer & Trust Co. Delivery by Mail, Hand or Courier American Stock Transfer & Trust Co. 59 Maiden Lane--Plaza Level New York, NY 10038 Telephone Number: 800-937-5449 Facsimile Number (For Eligible Institutions Only): 718-234-5001 For Confirmation: 718-921-8200 24 Any questions or requests for assistance or additional copies of this Repurchase Offer Statement, the Letter of Transmittal, the Notice of Guaranteed Delivery, and other documents may be directed to the Information Agent at its telephone number and location listed below. Shareholders may also contact their broker, dealer, commercial bank or trust company or other nominee for assistance regarding the Repurchase Offer. The Information Agent for the Repurchase Offer is: Morrow & Co., Inc. 445 Park Avenue 5/th Floor / New York, New York 10022 E-mail: MXF.INFO@morrowco.com Call Collect 212-754-8000 Banks and Brokerage Firms, Please Call Toll Free: 800-654-2468 Shareholders, Please Call Toll Free: 800-607-0088 THE MEXICO FUND, INC. May 8, 2002 25 EX-99.1.1B 4 dex9911b.txt SUMMARY TERM SHEET THE MEXICO FUND, INC. Offer to Repurchase up to 100% of the Fund's Issued and Outstanding Shares of Common Stock at 98% of Net Asset Value, in Exchange for Portfolio Securities of the Fund SUMMARY TERM SHEET The Mexico Fund, Inc. (the "Fund") is offering to repurchase up to 100% of the Fund's issued and outstanding shares of common stock at 98% of the Fund's per share net asset value at the close of business on the Expiration Date (as defined below) in exchange for Portfolio Securities (as defined below) of the Fund (the "Repurchase Offer"). You will be receiving with this term sheet, or through your broker, various documents regarding the Repurchase Offer. The Repurchase Offer represents the launch of the Fund's anticipated policy of making quarterly in-kind share repurchases. The Fund anticipates that future repurchase offers will be scheduled to occur in conjunction with the Fund's fiscal quarters with the next such offer occurring during the Fund's fourth fiscal quarter which ends October 31, 2002. We would like to take this opportunity to answer in this term sheet some questions you may have regarding aspects of the Repurchase Offer and the forms you will need to submit if you decide to redeem your shares in the Repurchase Offer. This is only a summary overview of information relating to the Repurchase Offer. Please read and carefully review the Repurchase Offer Statement dated May 8, 2002 and related documents which accompany this summary prior to making a decision regarding the Repurchase Offer. You may also want to consult with your financial and tax advisors when considering the Repurchase Offer. The Repurchase Offer expires at 5:00 p.m., New York City time, on June 7, 2002, unless extended (the "Expiration Date"). The Depositary for the Repurchase Offer is American Stock Transfer & Trust Co. (telephone: 800-937-5449) and the Information Agent for the Repurchase Offer is Morrow & Co., Inc. (telephone: 800-607-0088). What is the Repurchase Offer? The Repurchase Offer is an opportunity to redeem your Fund shares at a price per share equal to 98% of the per share net asset value in exchange for Mexican portfolio securities of the Fund. The main components of the Repurchase Offer include: a) the repurchase of Fund shares at 98% of the Fund's net asset value per share determined on the Expiration Date; and b) the transfer of Portfolio Securities (as defined below) to an account established by you with a Mexican bank or a Mexican securities broker in exchange for the repurchase by the Fund of your Fund shares. Is the Repurchase Offer the only way I can sell my Fund shares? No. You will continue to be able to sell your shares, or purchase additional shares, at the current market share price, in cash transactions on the New York Stock Exchange. In addition, this Repurchase Offer is the first in-kind share repurchase by the Fund under a policy in which the Fund intends to conduct quarterly in-kind share repurchases. What action need I take if I decide not to submit my shares for repurchase in the Repurchase Offer? None. What is the purchase price for Fund shares in the Repurchase Offer and how is it calculated? The purchase price is 98% of the Fund's per share net asset value in U.S. dollars determined as of the close of the regular trading session on the New York Stock Exchange on the Expiration Date (the "Repurchase Price"). What does 98% of the Fund's net asset value per share mean? The Fund's net asset value per share is based on the market value of the Fund's investments (its total assets) minus its total liabilities divided by the number of Fund shares outstanding. This result is then multiplied by 0.98. The net asset value per share of the Fund's shares may be more or less than the market price at which Fund shares trade on the New York Stock Exchange. On April 30, 2002, the net asset value per share was $20.67 and the last reported sale price of a Fund share on the New York Stock Exchange was $19.10, representing a 7.60% discount from the Fund's net asset value per share. See Section 8 of the Repurchase Offer Statement for additional information regarding net asset value per share and market prices. During the period of the Repurchase Offer, daily net asset value and market price quotations can be obtained from the Information Agent by calling 800-607-0088 or by visiting the Fund's web site at www.themexicofund.com. No one can accurately predict the net asset value per share on a future date. The net asset value on the Expiration Date may be higher or lower than the net asset value per share on April 30, 2002. What does it mean to receive Portfolio Securities of the Fund? Instead of receiving cash (in U.S. dollars) for Fund shares submitted in the Repurchase Offer, a participating shareholder would receive a pro-rata portion of each of the securities (other than short-term fixed income securities with maturities of less than one year, securities with transfer restrictions and certain illiquid securities), subject to adjustments for fractional shares and odd lots, and any cash held in the Fund's investment portfolio at the close of business on the Expiration Date ("Portfolio Securities"), equal to the number of shares of the Fund submitted by the shareholder for repurchase, multiplied by 98% of the net asset value per share of the Fund in U.S. dollars determined at the close of the regular trading session of the New York Stock Exchange on the Expiration Date. The value of the Portfolio Securities may decrease or increase between the Expiration Date and the actual receipt of the Portfolio Securities in the Mexican Account (see below). The Portfolio Securities will be transferred by the Fund's custodian in Mexico to the Mexican Account (as defined below). How do I submit shares for redemption if I want to participate in the Repurchase Offer? You should review the Repurchase Offer Statement before making your decision. In order to participate, you will be required to submit information regarding a securities account with a Mexican securities broker or custodial account with a Mexican bank which you have established (the "Mexican Account") where the Portfolio Securities can be transferred. If your shares are registered in your name, you should obtain and read the related Letter of Transmittal, complete it (including requested information about the Mexican Account) and submit any other documents required by the Letter of Transmittal (including required U.S. tax information). These materials must be received by the Depositary, in proper form, by the Expiration Date. Alternatively, you could contact a U.S. broker or dealer and deposit your Fund shares in an account with it and seek its assistance in submitting the documents necessary (including the Mexican Account information) for participation in the Repurchase Offer. This may be less complicated than independently establishing the Mexican Account. If your shares are held by a U.S. broker, dealer, commercial bank, trust company or other nominee (e.g., in "street name"), you should contact that firm to obtain the package of information necessary to make your decision, and you can only redeem your shares by directing that firm to complete, compile and deliver the necessary documents for submission to the Depositary by the Expiration Date. See Section 3 of the Repurchase Offer Statement. Participating shareholders should carefully ensure all information required in order to participate in the Repurchase Offer, including information regarding the Mexican Account and certain U.S. tax information, has been provided and is accurate. The Fund is under no obligation to notify shareholders of any errors or incomplete information with their submission. Any deficiencies in a shareholder's submission will result in the return of the shareholder's Fund shares following the Expiration Date. 2 Shareholders who own more than 5% of the Fund's issued and outstanding shares of common stock should consider whether the Investment Company Act of 1940, as amended, will permit their participation in the Repurchase Offer, and are encouraged to consult with their legal advisors regarding participation in the Repurchase Offer. See Section 13 of the Repurchase Offer Statement. The Repurchase Offer is for 100% of the Fund's issued and outstanding shares of common stock meaning that all Fund shares validly submitted in the Repurchase Offer will be purchased by the Fund. Will I know the identity of the Portfolio Securities I will be receiving if I participate in the Repurchase Offer? On the Expiration Date, the Fund will publish on its web site, www.themexicofund.com, and via press release, the composition of the Fund's investment portfolio. The Portfolio Securities to be received by participating shareholders will be a pro-rata portion of the Fund's investment portfolio subject to certain adjustments. See "Background and Purpose of the Repurchase Offer" in the Repurchase Offer Statement. Why is the Fund making the Repurchase Offer? The Fund is making the Repurchase Offer so as to provide shareholders with an alternative source of liquidity for their investment in Fund shares and as part of the Fund's efforts to provide additional value to shareholders and narrow the discount to net asset value at which Fund shares trade. Shareholders can continue to sell their shares for cash through their brokers in market transactions on the New York Stock Exchange. The Repurchase Price may represent greater value (before related expenses) than shareholders would receive by selling Fund shares on the New York Stock Exchange, depending on certain factors. The Repurchase Offer provides a means for shareholders who want to redeem their shares in the Fund to do so at close to net asset value per share. In addition, by giving participating shareholders Portfolio Securities, it is anticipated that the Fund and those shareholders who do not participate in the Repurchase Offer will avoid recognition of capital gains which could be incurred by the Fund in liquidating the Portfolio Securities if the participating shareholders were to receive cash for their shares of the Fund. Does management encourage shareholders to participate in the Repurchase Offer, and will management participate in the Repurchase Offer? Neither the Fund, its Board of Directors, nor the Fund's investment adviser, is making any recommendation to participate or not participate in the Repurchase Offer. The Fund has been advised that no Director or Officer of the Fund, nor the Fund's investment adviser, intends to participate. See Section 6 of the Repurchase Offer Statement. What should I consider in making a decision to participate in the Repurchase Offer? The following discussion does not incorporate all factors that could impact your decision and is general in nature. Please consult the Repurchase Offer Statement for more information. In determining whether or not to participate, you should keep in mind that you can always sell your Fund shares in cash transactions on the New York Stock Exchange. Depending on the costs involved in participating in the Repurchase Offer and whether or not you desire to receive Portfolio Securities, it may be easier and less costly for you to sell your shares, if you so desire, on the New York Stock Exchange for cash than to participate in the Repurchase Offer. See Section 7 of Repurchase Offer Statement. Before making a decision, you should weigh the advantages and disadvantages of receiving 98% of the per share net asset value of your Fund shares in the form of Portfolio Securities and the consequences of holding the Portfolio Securities or deciding to sell them after you receive them. To participate you will need to establish the Mexican Account (unless you already have such an account) which is likely to be subject to different procedures and costs than are typically associated with a U.S. brokerage account. You should also consider that the Fund intends to make future in-kind repurchase offers on a quarterly basis so there would be additional opportunities besides this Repurchase Offer. 3 By participating in the Repurchase Offer, you also would be investing directly in Mexican securities rather than holding them indirectly through a U.S. closed-end fund structure which may aggravate the risks of investment typically associated with a foreign investment. These risks include (1) high price volatility, lesser liquidity and smaller market capitalization; (2) currency fluctuation and the cost of converting foreign currency into U.S. dollars; (3) political, economic and social risks and uncertainties; and (4) higher rates of inflation, unemployment and interest rates than in the United States. The Fund is not providing you with specific information regarding each of the Portfolio Securities, but encourages you to make your own investigation and consult your financial advisor, if you are contemplating participation in the Repurchase Offer. Mexican public companies are subject to less stringent disclosure standards and regulatory oversight than U.S. companies. Publicly available information regarding the companies representing the Portfolio Securities is likely to be in Spanish, less extensive than that of U.S. public companies, and may not be accurate or current. Shareholders who retain the Portfolio Securities for investment purposes will need to conduct their own continuing investment research regarding the Mexican companies comprising the Portfolio Securities and/or seek assistance from their financial advisors. See Section 7 of the Repurchase Offer Statement. Whether you immediately dispose of the Portfolio Securities you receive or whether you decide to retain them, there will be additional costs beyond those of participating in the Repurchase Offer that could impact the overall return you receive for participation in the Repurchase Offer, including additional brokerage commissions and expenses. You should also consider the tax consequences of participation in the Repurchase Offer and the disposition or retention of the Portfolio Securities received. The receipt of the Portfolio Securities generally is a taxable transaction even though you are not receiving cash. Subsequently, the sale of the Portfolio Securities will also generally be a separate taxable transaction. You are encouraged to consult with your tax advisor regarding the tax implications of participating in the Repurchase Offer and any subsequent sale by you of your Portfolio Securities. See Section 9 of the Repurchase Offer Statement. Whether or not you participate in the Repurchase Offer there is a risk that the Fund's investments and the Portfolio Securities may experience a decrease in value following the Repurchase Offer depending on the level of participation in the Repurchase Offer and whether participating shareholders choose to dispose of the Portfolio Securities shortly after the Repurchase Offer. Because of the size of the Fund and the characteristics of the Mexican securities market, if a large percentage of shareholders participate in the Repurchase Offer and choose to liquidate the Portfolio Securities shortly after they receive them, there could be an adverse impact on the Mexican securities market and the market prices of the Portfolio Securities and the Fund's other investments, which risk affects both participating and non-participating shareholders. In addition, the Portfolio Securities may increase or decrease in value between the Expiration Date and your receipt of the Portfolio Securities in the Mexican Account as well as during the period you hold the Portfolio Securities. The Fund recommends that you consult your financial and tax advisors prior to making a decision to participate in the Repurchase Offer. The Fund cannot provide any advice or assistance to shareholders regarding the Repurchase Offer or the establishment of the Mexican Account necessary for participation in the Repurchase Offer. If I decide not to participate in the Repurchase Offer, how will that affect the Fund shares that I own? Your percentage ownership interest in the Fund may increase after completion of the Repurchase Offer, assuming the participation of some shareholders in the Repurchase Offer. Because the asset size of the Fund may decrease as a result of the Repurchase Offer, per share expenses of the Fund may increase. Additionally, a reduced number of Fund shares available for trading may affect the liquidity of Fund shares and the ability of a holder to obtain accurate market quotations for Fund shares from the New York Stock Exchange. Moreover, as discussed above, the value of the Fund's investments may be affected if a large percentage of Fund shareholders participate in the Repurchase Offer and then choose to quickly convert their Portfolio Securities to cash by 4 selling the Portfolio Securities in the Mexican market. There is also a risk that, if an overwhelming majority of shares are submitted for repurchase, the Fund may have to delist its shares from the New York Stock Exchange or liquidate in its entirety and/or the Fund's current investment adviser may decide to resign as investment adviser. Will I have to pay anything to participate in the Repurchase Offer? The Repurchase Price accommodates some of the costs and expenses of the Repurchase Offer likely to be incurred by the Fund. Although no fee or commission is payable by you to the Fund in order to participate in the Repurchase Offer, you may incur costs in establishing the Mexican Account and costs associated with either the retention or liquidation of the Portfolio Securities. Additionally, your U.S. broker, dealer or other institution may charge you a fee for processing your paperwork to participate in the Repurchase Offer and sending it to the Depositary. May I withdraw my shares after I have submitted them for repurchase and, if so, by when? Yes, you may withdraw your shares at any time prior to 5:00 p.m., New York City time, on the Expiration Date. A notice of withdrawal of shares submitted in the Repurchase Offer must be timely received by the Depositary and the notice must specify the name of the shareholder who submitted the shares in the Repurchase Offer, the number of shares being withdrawn and, with respect to share certificates representing shares submitted in the Repurchase Offer that have been delivered or otherwise identified to the Depositary, the name of the registered owner if different from the person who submitted the shares in the Repurchase Offer. Withdrawn shares can be again submitted in the Repurchase Offer by following the procedures of the Repurchase Offer before the Expiration Date (including any extension period). See Section 4 of the Repurchase Offer Statement. May I place conditions on my participation in the Repurchase Offer? No. Is there a limit on the number of shares I submit in the Repurchase Offer? No. When will the Portfolio Securities be transferred in exchange for Fund shares submitted in the Repurchase Offer? Assuming compliance with all applicable procedures of the Repurchase Offer including establishment of the Mexican Account, the Portfolio Securities will be transferred to participating shareholders' Mexican Accounts as promptly as practicable after the Expiration Date. Is my participation in the Repurchase Offer a taxable transaction for U.S. federal income tax purposes? For most shareholders, yes. The participation in the Repurchase Offer by U.S. shareholders, other than those who are tax exempt, will generally be a taxable transaction for U.S. federal income tax purposes, either as a sale or exchange, or, under certain circumstances, as a dividend. There may also be federal tax withholding. See Section 9 of the Repurchase Offer Statement for details, including the nature of any income or loss and the differing rules for U.S. and non-U.S. shareholders. Please consult your tax advisor as well. May the Repurchase Offer be extended? The Expiration Date is at 5:00 p.m., New York City time, on June 7, 2002, unless extended. The Fund may extend the period of time the Repurchase Offer is open by issuing a press release or making some other public announcement by no later than the next business day after the Repurchase Offer otherwise would have expired. See Section 1 of the Repurchase Offer Statement. 5 Is the Fund required to complete the Repurchase Offer and redeem all shares validly submitted in the Repurchase Offer up to the maximum of the amount of the Repurchase Offer? Under most circumstances, yes. There are certain circumstances, however, in which the Fund will not be required to redeem any shares properly submitted for repurchase as described in Section 14 of the Repurchase Offer Statement. Also, if 100% or close to 100% of the Fund's shares are submitted for repurchase in the Repurchase Offer, the Fund will likely be liquidated in its entirety. Is there any reason shares submitted in the Repurchase Offer would not be accepted? In addition to those circumstances described in Section 14 of the Repurchase Offer Statement in which the Fund is not required to accept shares submitted for repurchase, the Fund has reserved the right to reject any and all requests to participate in the Repurchase Offer determined by it not to be in appropriate form. The Repurchase Offer is not conditioned upon submission of a minimum number of Fund shares. How will shares submitted in the Repurchase Offer be accepted for repurchase? Shares properly submitted in the Repurchase Offer will be accepted for repurchase by the determination of the Fund. These submitted shares will thereafter be cancelled by the Fund's transfer agent. The Fund's custodian will transfer the Portfolio Securities to the Mexican Accounts designated by participating shareholders as soon as practicable following the Expiration Date. How do I obtain additional information? Questions and requests for assistance should be directed to the Information Agent, at 800-607-0088. Requests for additional copies of the Repurchase Offer Statement, the Letter of Transmittal and all other related documents should also be directed to the Information Agent. If you do not hold certificates for your shares or if you are not the record holder of your shares, you should obtain this information and the documents from your broker, commercial bank, trust company or other nominee, as appropriate. The Depositary for the Repurchase Offer is: American Stock Transfer & Trust Co. 59 Maiden Lane, Plaza Level New York, NY 10038 800-937-5449 The Information Agent for the Repurchase Offer is: Morrow & Co., Inc. 445 Park Avenue, 5/th Floor / New York, NY 10022 E-mail: mxf.info@morrowco.com Call Collect: 212-754-8000 Shareholders, Call Toll Free: 800-607-0088 6 EX-99.1.1C 5 dex9911c.txt LETTER OF TRANSMITTAL LETTER OF TRANSMITTAL To Accompany Shares of Common Stock or Repurchase Request of Uncertificated Shares of The Mexico Fund, Inc. Presented for Redemption Pursuant to the Repurchase Offer Dated May 8, 2002 THE REPURCHASE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE ON JUNE 7, 2002, AT 5:00 P.M., NEW YORK CITY TIME, UNLESS THE REPURCHASE OFFER IS EXTENDED (THE "EXPIRATION DATE") AMERICAN STOCK TRANSFER & TRUST CO., DEPOSITARY: PHONE 800-937-5449 INFORMATION REGARDING PARTICIPATION BY MAIL, COURIER, OR BY HAND American Stock Transfer & Trust Company 59 Maiden Lane, Plaza Level New York, New York 10038 [_] If any of your certificates have been mutilated, lost, stolen or destroyed, check here and return this Letter of Transmittal to the Depositary, American Stock Transfer & Trust Co., or call them at 800-937-5449. They will advise you of the requirements for receiving payment. - --------------------------------------------------------------------------------------------------------------- DESCRIPTION OF SHARES PRESENTED FOR REPURCHASE (See Instructions 4 and 5) - --------------------------------------------------------------------------------------------------------------- Name(s) and Address(es) of Registered Holder(s) Please fill in exactly as Certificate(s) Presented for Redemption name(s) appear(s) on (Please include Shares held in dividend reinvestment plan) Certificate (Attach additional signed list, if necessary) - ---------------------------------------------------------------------------------------------------- Total Number Dividend of Shares Reinvestment Shares Certificate Represented Shares Number(s) * By Certificates** Represented --------------------------------------------------------------------- --------------------------------------------------------------------- --------------------------------------------------------------------- --------------------------------------------------------------------- --------------------------------------------------------------------- --------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------- Total Shares Presented for Redemption - --------------------------------------------------------------------------------------------------- * Need not be completed by Book-Entry Shareholders. ** Unless otherwise indicated, it will be assumed that all Shares evidenced by any certificates delivered to the Depositary are being submitted for redemption--See Instruction 2.
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN THAT LISTED ABOVE IS NOT A VALID DELIVERY TO THE DEPOSITARY. YOU MUST ALSO SIGN THE LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED BELOW AND COMPLETE THE SUBSTITUTE FORM W-9 OR W-8, AS APPLICABLE, SET FORTH BELOW. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE CERTIFICATES FOR SHARES AND ALL OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND RISK OF THE PARTICIPATING SHAREHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. THE PARTICIPATING SHAREHOLDER HAS THE RESPONSIBILITY TO CAUSE THE LETTER OF TRANSMITTAL, CERTIFICATES AND OTHER DOCUMENTS TO BE TIMELY DELIVERED. This Letter of Transmittal is to be used (a) if you desire to present your Shares for participation in the Repurchase Offer yourself, (b) if uncertificated Shares held by the Fund's transfer agent pursuant to the Fund's dividend reinvestment plan are to be submitted, or (c) if requests for repurchase are to be made by book-entry transfer to any of the accounts maintained by the Depositary at the Depositary Trust Company ("DTC"). To participate in the Repurchase Offer, a properly completed and executed Letter of Transmittal (or photocopy bearing original signature(s) and any required signature guarantees), any certificates representing Shares presented for repurchase, and any other documents required by this Letter of Transmittal should be mailed or delivered to the Depositary at the appropriate address set forth above and must be received by the Depositary prior to 5:00 p.m. New York City time, on the Expiration Date, unless the party presenting Shares for repurchase has satisfied the conditions for guaranteed delivery described in Section 3 of the Repurchase Offer Statement dated May 8, 2002. Shareholders are not required to pay a service charge to the Fund or the Depositary in connection with presenting Shares for repurchase, but may be charged a fee by a broker, dealer or other institution for processing their request to redeem their Shares and/or establishing an account with a Mexican bank or broker in order to receive the proceeds of the Repurchase Offer. Delivery of documents to a book-entry transfer facility does not constitute delivery to the Depositary. Shareholders whose certificates are not immediately available or who cannot deliver certificates for Shares (other than uncertificated Shares held by the Fund's transfer agent pursuant to the Fund's dividend reinvestment plan) or deliver confirmation of the book-entry transfer of their Shares into the Depositary's account at DTC and all other documents required hereby to the Depositary prior to 5:00 p.m., New York City time, on the Expiration Date may nevertheless submit their Shares for repurchase according to the guaranteed delivery procedures set forth in Section 3 of the Repurchase Offer Statement. 2 Ladies and Gentlemen: The person(s) signing this Letter of Transmittal (the "Signor" or "Shareholder") hereby expresses a desire to participate in the Repurchase Offer (as defined in the Repurchase Offer Statement) and hereby demands the repurchase by The Mexico Fund, Inc. (the "Fund") of the shares of common stock described in "Description of Shares Presented for Repurchase," par value $1.00 per share (the "Shares") of the Fund, in exchange for a pro-rata portion of each of the securities (other than short- term fixed income securities with maturities of less than one year, securities with transfer restrictions and certain illiquid securities), subject to adjustments for fractional shares and odd lots, and any cash held in the Fund's investment portfolio at the close of business on the Expiration Date ("Portfolio Securities"). The consideration to be paid for each Share of the Fund presented for repurchase (the "Repurchase Price") will be equal to 98% of the net asset value ("NAV") per Share determined as of the close of the regular trading session of the New York Stock Exchange on the Expiration Date. This Letter of Transmittal is subject to the terms and conditions described in the Repurchase Offer Statement dated May 8, 2002 (which Repurchase Offer Statement and Letter of Transmittal together are referred to in these documents as the "Offer Documents"). Receipt of the Offer Documents is acknowledged by the Signor. The Signor should recognize that there are expenses associated with participation in the Repurchase Offer. Without consideration of any potential tax consequences to a shareholder of participation in the Repurchase Offer, the actual per Share expenses for the Signor of participation in the Repurchase Offer will depend on a number of factors, including the number of Shares redeemed, the Fund's portfolio composition at the time, market conditions prevailing during the process, the varying expenses associated with establishing the necessary Mexican Account described below, and/or enlisting the assistance of a U.S. bank or broker, which may charge a fee for submitting the documentation necessary for participation. The Repurchase Offer will generally be a taxable transaction. Subject to, and effective upon, acceptance for payment of, or payment for, Shares presented for repurchase by the Signor in accordance with the terms and subject to the conditions of the Repurchase Offer (including, if the Repurchase Offer is extended or amended, the terms or conditions of any extension or amendment), the Signor hereby sells, assigns and transfers to, or upon the order of, the Fund all right, title and interest in and to all of the Shares that are being presented for redemption as described in "Description of Shares Presented for Repurchase" that may be purchased by the Fund pursuant to the Repurchase Offer (and any and all dividends, distributions, other Shares or securities or rights issued or issuable in respect of such Shares on or after the Expiration Date) and the Signor irrevocably constitutes and appoints American Stock Transfer & Trust Co. (the "Depositary") as the true and lawful agent and attorney-in-fact of the Signor with respect to such Shares (and any such dividends, distributions, other Shares, or securities or rights), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (a) present certificate(s) for such Shares (and any such dividends, distributions, other Shares, or securities or rights), together, with all accompanying evidence of transfer and authenticity to or upon the order of the Fund, and (b) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares, subject to the succeeding paragraph, all in accordance with the terms and conditions set forth in the Repurchase Offer. The Signor hereby represents and warrants that: (a) the Signor has full power and authority to submit, sell, assign and transfer the Shares submitted for repurchase (and any and all dividends, distributions, other Shares or other securities or rights issued or issuable in respect of such Shares on or after the Expiration Date); (b) when and to the extent the Fund accepts the Shares for repurchase, the Fund will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges, proxies, encumbrances, or other obligations relating to their sale or transfer, and not subject to any adverse claim; (c) on request, the Signor will execute and deliver any additional documents deemed by the Depositary or the Fund to be necessary or desirable to complete the sale, assignment and transfer of the submitted Shares (and any and all dividends, distributions, other Shares or securities or rights issued or issuable in respect of such Shares on or after the Expiration Date); and (d) the Signor has read and agreed to all of the terms of the Repurchase Offer. 3 The name(s) and address(es) of the registered owner(s) should be printed as they appear on the registration of the Shares. If the Shares presented for Redemption are in certificate form, the certificate(s) representing such Shares must be returned together with this Letter of Transmittal. The Signor recognizes that, under certain circumstances set forth in the Repurchase Offer Statement, the Fund may terminate or amend the Repurchase Offer or may not be required to repurchase any of the Shares presented for redemption. In any such event, the Signor understands that certificate(s) for the Shares not repurchased, if any, will be returned to the Signor at its registered address. The Signor understands that acceptance of Shares by the Fund for repurchase represents a binding agreement between the Signor and the Fund upon the terms and conditions of the Repurchase Offer. The Portfolio Securities representing payment for the Shares repurchased will be titled on an interim basis in the name of the Mexican Custodian for the benefit of the redeeming shareholder. The Signor must have established cash and securities accounts with a bank or broker in Mexico and provide this information at the time the Shares are presented for redemption (the "Mexican Account"). The Mexican Account is a condition to participation in the Repurchase Offer. Signor must also complete the Authorization Instructions Form and submit certain tax information as a condition to participation in the Repurchase Offer. The Fund is not responsible for any errors or deficiencies in a submission and has no responsibility to notify Shareholders of any deficiencies or errors in a submission. The Mexican bank or broker designated by Signor will be responsible for reregistration of Portfolio Securities in the Signor's name. All authority conferred or agreed to be conferred by this Letter of Transmittal shall survive the death or incapacity of the Signor and all obligations of the Signor under this Letter of Transmittal shall be binding upon the heirs, personal representatives, successors and assigns of the Signor. Except as stated in the Repurchase Offer Statement, the Shareholder's presentment of Shares for repurchase is irrevocable. 4 YOU MUST PROVIDE THE INFORMATION REQUESTED BELOW AS WELL AS IN THE "AUTHORIZATION INSTRUCTIONS" FORM IN THIS LETTER OF TRANSMITTAL. FAILURE TO FURNISH THE INFORMATION REQUESTED REGARDING ACCOUNT INFORMATION WILL RESULT IN AN INCOMPLETE REDEMPTION REQUEST WHICH WILL MEAN THE FUND CANNOT REPURCHASE YOUR SHARES. Your Name:___________________________________________________________________ Mexican Account Information: Name of Account (if different):______________________________________________ Bank or Broker Name (in Mexico):_____________________________________________ Bank or Broker Address:______________________________________________________ _______________________________________________________________________________ Securities Account No:_______________________________________________________ Name & Telephone No. of Representative (optional):___________________________ IN ADDITION, YOU MUST ADVISE THE ABOVE-NAMED BANK(S) OR BROKER(S) THAT SHARES WILL BE RECEIVED FOR YOUR ACCOUNT(S) FROM BBVA BANCOMER, S.A. 5 PORTFOLIO SECURITIES WILL BE REGISTERED IN THE NOMINEE NAME OF THE DELIVERING PARTY. THE SIGNOR, IN CONJUNCTION WITH THE MEXICAN BANK/BROKER, SHALL BE RESPONSIBLE FOR REREGISTERING THE PORTFOLIO SECURITIES. - -------------------------------------------------------------------------------- [_] CHECK HERE IF SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING: Name(s) of Institution Submitting Shares: ---------- Account Number: Transaction Code Number: --------------- ----------------
[_] CHECK HERE IF SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING: Name(s) of Registered Holder(s): ----------------------- Window Ticket Number (if any): ----------------------- Date of Execution of Notice of Guaranteed Delivery: ------------------------------------ Name of Eligible Institution which Guaranteed Delivery: ---------------------------------- DTC Participant Number (if delivered by book-entry transfer): ----------------------------- - -------------------------------------------------------------------------------
SIGN HERE (IMPORTANT: COMPLETE AND SIGN THE SUBSTITUTE FORM W-9 HEREIN) (Signature(s) of the Shareholder(s)) Dated: , 2002 -------- (Must be signed by the registered holder(s) exactly as name(s) appear(s) on certificate(s) for the Shares or on a security position listing or by person(s) authorized to become registered holder(s) by certificate(s) and documents transmitted herewith. If signature is by attorney-in-fact, executor, administrator, trustee, guardian, agent, officer of a corporation or another person acting in a fiduciary or representative capacity, please provide the following information. See Instruction 5.) Name(s):_________________________________________________________________________________________________________ (Please Print) Capacity (Full Title):___________________________________________________________________________________________ Address:_________________________________________________________________________________________________________ City, State, Zip Code Area Code and Telephone Number:__________________________________________________________________________________ Employer Identification (Social Security Number):________________________________________________________________
6 AUTHORIZATION INSTRUCTIONS REGARDING THE REPURCHASE OFFER BY THE MEXICO FUND, INC. TO REPURCHASE UP TO 100% OF ITS ISSUED AND OUTSTANDING SHARES AT 98% OF NET ASSET VALUE PER SHARE IN EXCHANGE FOR PORTFOLIO SECURITIES OF THE FUND Name of Record Holder or DTC Participant (if shares held in "street name")("Record Holder"): ------------- The Record Holder has delivered to AMERICAN STOCK TRANSFER & TRUST CO. (the "Depositary") the documentation required whereby the Record Holder has indicated that the Record Holder will be submitting shares of The Mexico Fund, Inc. (the "Fund") for repurchase by the Fund pursuant to the Fund's offer to repurchase Fund shares up to 100% of the Fund's issued and outstanding shares of common stock at 98% of the Fund's per share net asset value at the close of business on the Expiration Date (as defined in the Repurchase Offer Statement), in exchange for a pro-rata portion of each of the securities (other than short-term fixed income securities with maturities of less than one year, securities with transfer restrictions and certain illiquid securities), subject to adjustments for fractional shares and odd lots, and any cash held in the Fund's investment portfolio at the close of business on the Expiration Date ("Portfolio Securities") (the "Repurchase Offer"). As a condition to participation in the Repurchase Offer Fund shareholders are required to establish a securities account (the "Mexican Account") with a bank or broker in Mexico, or to have an already existing account in Mexico, information concerning which is provided below as regards the Record Holder's Fund shares. Mexican Account: . Name of bank or broker in Mexico:__ ("Mexican Custodian") . Address, City and zip code: ------------------ . Securities Account No.: ------------------------ . Account Executive (AE): Mr./Ms: --------- . Telephone No. of AE: -------------------------- . Telephone No. of Record Holder: ---------- . E-mail address (if available) of AE: ------ . E-mail address (if available) of Record Holder: ------------------------------ I hereby certify that the information above is correct and accurate and that I am the registered and authorized holder and signatory under such Mexican Account. I represent that none of the Fund, its Investment Adviser, Custodian, Information Agent, or Depositary, or any of their agents or representatives (the "Parties"), assume any responsibility and/or liability for any errors or deficiencies regarding the Mexican Account. In the event that the Mexican Custodian does not accept for deposit into my Mexican Account any Portfolio Securities, as mentioned in (2) below for any reason whatsoever, none of the Parties will be held responsible. I hereby: (1) authorize my Mexican Custodian to provide any required information requested by Impulsora del Fondo Mexico, S.A. de C.V., the Fund's Investment Adviser or any of its agents or representatives, that would allow them to validate the Mexican Account information; 7 (2) instruct my Mexican Custodian to accept for deposit any Portfolio Securities distributed in response to my participation in the Repurchase Offer; (3) acknowledge that the Mexican counterparty that will transfer to my Mexican Account the Portfolio Securities will be BBVA Bancomer, S.A., the Fund's Custodian. The Portfolio Securities (except for cash) will be settled through the Instituto Mexicano para el Deposito de Valores, S.A. ("Indeval"); and (4) acknowledge my Mexican Custodian will be the party that will confirm to me the transfer of my pro-rata portion of Portfolio Securities and cash into my account. Parties are hereby released from any liability resulting from any communications with my Mexican Custodian. Additionally, and with respect to the establishment of the Mexican Account with my Mexican Custodian, I acknowledge that none of the Parties will be held responsible. Record Holder Name: ---- Signature: ------------- Date: ------------------- 8 NOTE: SIGNATURE(S) MUST BE PROVIDED BELOW INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE REPURCHASE OFFER 1. Guarantee of Signatures. No signature guarantee is required on this Letter of Transmittal (a) if this Letter of Transmittal is signed by the registered holder(s) of Shares presented for redemption (including, for purposes of this document, any participant in the book-entry transfer facility of The Depository Trust Company ("DTC") whose name appears on DTC's security position listing as the owner of Shares), or (b) if such Shares are presented for redemption for the account of a firm (an "Eligible Institution") which is a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of a Stock Transfer Association approved medallion program (such as STAMP, SEMP or MSP). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5. 2. Delivery of Letter of Transmittal and Certificates; Guaranteed Delivery Procedures. This Letter of Transmittal is to be used only (a) if Shares are to be forwarded with this Letter of Transmittal; (b) if uncertificated Shares held by the Fund's transfer agent pursuant to the Fund's dividend reinvestment plan are to be presented for redemption; or (c) if transfers of Shares presented for redemption are to be made by book-entry transfer to the account maintained by the Depositary according to the procedure set forth in Section 3 of the Repurchase Offer Statement. If transfers of Shares presented for redemption are to be made by book-entry transfer, the Shareholder must also complete the DTC Delivery Election Form included with the materials. Certificates for all physically submitted Shares or confirmation of a book-entry transfer in the Depositary's account at DTC of Shares submitted by book-entry transfer, together, in each case, with a properly completed and duly executed Letter of Transmittal or facsimile thereof with any required signature guarantees, any other documents required by this Letter of Transmittal should be mailed or delivered to the Depositary at the appropriate address set forth herein and must be received by the Depositary prior to 5:00 p.m., New York City time, on the Expiration Date. Shareholders whose certificates are not immediately available or who cannot deliver Shares and all other required documents to the Depositary prior to 5:00 p.m., New York City time, on the Expiration Date, or whose Shares cannot be delivered on a timely basis pursuant to the procedures for book-entry transfer prior to the Expiration Date, may submit their Shares by or through any Eligible Institution by properly completing and duly executing and delivering a Notice of Guaranteed Delivery (or facsimile thereof), which must be received by the Depositary prior to the Expiration Date, and by otherwise complying with the guaranteed delivery procedures set forth in Section 3, "Procedure for Participating in the Repurchase Offer," of the Fund's Repurchase Offer Statement. Pursuant to such procedures, the certificates for all physically submitted Shares, or confirmation of book-entry transfer, as the case may be, as well as a properly completed and duly executed Letter of Transmittal, and all other documents required by this Letter of Transmittal must be received by the Depositary within three business days after receipt by the Depositary of such Notice of Guaranteed Delivery, all as provided in Section 3, "Procedure for Participating in the Repurchase Offer," of the Fund's Repurchase Offer Statement. THE METHOD OF DELIVERY OF SHARE CERTIFICATES, THIS LETTER OF TRANSMITTAL, AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND SOLE RISK OF THE SHAREHOLDER PRESENTING SHARES FOR REDEMPTION. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. Delivery will be deemed made only when actually received by the Depositary. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. Shareholders have the responsibility to cause their Shares (in proper certificated or uncertificated form), this Letter of Transmittal (or a photocopy bearing original signature(s) and any required signature guarantees), and any other documents required by this Letter of Transmittal to be delivered in accordance with the Repurchase Offer. 9 The Fund will not accept any alternative, conditional or contingent redemption requests. All shareholders, brokers, dealers, commercial banks, trust companies and other nominees, by execution of this Letter of Transmittal (or photocopy hereof), waive any right to receive any notice of the acceptance of their request for repurchase. 3. Lost Certificates. In the event that any Shareholder is unable to deliver to the Depositary the Fund certificate(s) representing his, her or its Shares due to the loss or destruction of such certificate(s), such fact should be included on the face of this Letter of Transmittal. In such case, the Shareholder should also contact the Depositary, at 800-937-5449, to report the lost securities. The Depositary will forward additional documentation which such Shareholder must complete in order to effectively surrender such lost or destroyed certificate(s) (including affidavits of loss and indemnity bonds in lieu thereof). There may be a fee in respect of lost or destroyed certificates, but surrenders hereunder regarding such lost certificates will be processed only after such documentation has been submitted to and approved by the Depositary. 4. Inadequate Space. If the space provided in any of the above boxes is inadequate, the necessary information should be listed on a separate schedule signed by all of the required signatories and attached to the Letter of Transmittal. 5. Signatures on Letter of Transmittal, Authorizations, and Endorsements. Signature(s) by registered holder(s) on this Letter of Transmittal must correspond with the name(s) as written on the face of the certificate(s) without alteration, enlargement or any change whatsoever. If any of the Shares presented for redemption are owned of record by two or more joint owners, all of the owners must sign this Letter of Transmittal. If any of the Shares presented for redemption are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates. If this Letter of Transmittal or stock powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the Fund of their authority to act in such a fiduciary or representative capacity must be submitted. 6. Transfer Taxes on Shares. There are no transfer taxes related to the Repurchase Offer. However, the Repurchase Offer will generally be a taxable transaction for income tax purposes. 7. Irregularities. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of Shares presented for redemption will be determined by the Fund, in its sole discretion, and the Fund's determination shall be final and binding. The Fund reserves the absolute right to reject any or all Shares presented for redemption determined not to be in appropriate form or to refuse to accept for payment, repurchase or pay for any Shares if, in the opinion of the Fund's counsel, accepting, repurchasing or paying for the Shares 10 would be unlawful. The Fund also reserves the absolute right to waive any of the conditions of the Repurchase Offer in whole or in part, or any defect in any redemption request, whether generally or with respect to any particular Share(s) or Shareholder(s). The Fund's interpretations of the terms and conditions of the Repurchase Offer (including these instructions) shall be final and binding. NONE OF THE FUND, THE FUND'S INVESTMENT ADVISER, THE DEPOSITARY, THE INFORMATION AGENT, NOR ANY OTHER PERSON IS OR WILL BE OBLIGATED TO GIVE ANY NOTICE OF DEFECTS OR IRREGULARITIES IN REDEMPTION REQUESTS, AND NONE OF THEM SHALL INCUR ANY LIABILITY FOR FAILURE TO GIVE ANY SUCH NOTICE, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE AUTHORIZATION INSTRUCTIONS FORM AND NECESSARY TAX INFORMATION. 8. Questions and Requests for Assistance and Additional Copies. Questions and requests for assistance may be directed to the Information Agent, Morrow & Co., Inc., by telephoning 800-607-0088. Requests for additional copies of the Repurchase Offer Statement and this Letter of Transmittal may also be directed to the Information Agent. Shareholders who do not own Shares directly may also obtain such information and copies from their broker, dealer, commercial bank, trust company or other nominee. Shareholders who do not own Shares directly are required to present their Shares for redemption through their broker, dealer, commercial bank, trust company or other nominee and should NOT submit this Letter of Transmittal to the Depository. The Information Agent will also provide Shareholders, upon request, with a Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding (W-8 BEN) or a Certificate of Foreign Person's Claim for Exemption From Withholding on Income Effectively Connected With the Conduct of a Trade or Business in the United States (W-8 ECI). 9. Restriction on Short Sales. Section 14(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and Rule 14e-4 promulgated thereunder make it unlawful for any person, acting alone or in concert with others, to present Shares for redemption in a partial redemption for such person's own account unless at the time of the request for redemption, and at the time the Shares are accepted for payment, the person presenting Shares for redemption has a net long position equal to or greater than the amount presented for redemption in (i) Shares, and will deliver or cause to be delivered such Shares for the purpose of redemption to the person permitting the Repurchase Offer within the period specified in the Repurchase Offer; or (ii) an equivalent security, and, upon acceptance of his or her request for redemption, will acquire Shares by conversion, exchange, or exercise of such equivalent security to the extent required by the terms of the Repurchase Offer, and will deliver or cause to be delivered the Shares so acquired for the purpose of participating in the Repurchase Offer to the Fund prior to or on the Expiration Date. Section 14(e) and Rule 14e-4 provide a similar restriction applicable to the redemption or guarantee of a redemption on behalf of another person. The acceptance of Shares by the Fund for placement will constitute a binding agreement between the redeeming Shareholder and the Fund, upon the terms and subject to the conditions of the Repurchase Offer, including such Shareholder's representation that (i) such Shareholder has a net long position in the Shares being presented for redemption within the meaning of Rule 14e-4 promulgated under the Exchange Act; and (ii) the redemption of such Shares complies with Rule 14e-4. 10. Backup Withholding Tax. Each U.S. Shareholder presenting Shares for redemption who has not already submitted a correct, completed and signed Form W-9 to the Fund, or does not otherwise establish an exemption from withholding must notify the Depositary of his/her correct taxpayer identification number ("TIN") (or certify that he/she/it is awaiting a TIN) and provide certain other information by completing and providing to the Depository the Substitute Form W-9 provided under "Important Tax Information" below. Failure either to provide the information on the form or to check the box in Part 2 of the form will result in a defective submission and the Fund will be unable to repurchase the Shareholders' submitted Shares. 11 11. Withholding for Non-U.S. Shareholders. Each non-U.S. Shareholder presenting Shares for redemption who has not already submitted a correct, completed and signed Form W-8 to the Fund must complete the Form W-8 included with this Letter of Transmittal and provide it to the Depositary. Failure to provide the Form W-8 will result in a defective submission and the Fund will be unable to repurchase the Shareholders' submitted shares. Even if a non-U.S. Shareholder has provided the required certification to avoid backup withholding, the Depositary will withhold U.S. federal income taxes equal to 30% of the gross payments payable to a non-U.S. Shareholder or his or her agent unless the Depositary determines that a reduced rate of withholding is available pursuant to a tax treaty or that an exemption from withholding is applicable because such gross proceeds are effectively connected with the conduct of a trade or business within the United States. In order to obtain a reduced rate of withholding pursuant to a tax treaty, a non-U.S. Shareholder must deliver to the Depositary before the payment a properly completed and executed IRS Form W-8 BEN. In order to obtain an exemption from withholding on the grounds that the gross proceeds paid pursuant to the Repurchase Offer are effectively connected with the conduct of a trade or business within the U.S., a non-U.S. Shareholder must deliver to the Depositary a properly completed and executed IRS Form W-8 ECI. The Depositary will determine a Shareholder's status as a non-U.S. Shareholder and eligibility for a reduced rate of, or exemption from, withholding by reference to any outstanding certificates or statements concerning eligibility for a reduced rate of, or exemption from, withholding (e.g., IRS Forms W-8 BEN or W-8 ECI) unless facts and circumstances indicate that such reliance is not warranted. A non-U.S. Shareholder may be eligible to obtain a refund of all or a portion of any tax withheld if such Shareholder satisfies certain requirements or is otherwise able to establish that no tax or a reduced amount of tax is due. Backup withholding generally will not apply to amounts subject to the 30% or a treaty-reduced rate of withholding. Non-U.S. Shareholders are urged to consult their own tax advisors regarding the application of federal income tax withholding, including eligibility for a withholding tax reduction or exemption, and the refund procedure. IMPORTANT: THIS LETTER OF TRANSMITTAL, OR FACSIMILE HEREOF BEARING ORIGINAL SIGNATURE(S), PROPERLY COMPLETED AND DULY EXECUTED, TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES, SHARES (IN PROPER CERTIFICATED OR UNCERTIFICATED FORM), AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE DEPOSITARY, OR A PROPERLY COMPLETED AND EXECUTED NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY, ON OR PRIOR TO THE EXPIRATION DATE. The acceptance of Shares by the Fund for payment will constitute a binding agreement between the redeeming Shareholder and the Fund, upon the terms and conditions of the Repurchase Offer. 12 IMPORTANT TAX INFORMATION THE FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY. PARTICIPATION IN THE REPURCHASE OFFER IS GENERALLY A TAXABLE TRANSACTION. ALL SHAREHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE REPURCHASE OFFER AND ARE ALSO URGED TO REVIEW SECTION 9 OF THE REPURCHASE OFFER STATEMENT. SUBSTITUTE FORM W-9 OR FORM W-8 Under the U.S. federal income tax laws, the Depositary may be required to withhold 30% of the amount of any payment made to certain holders pursuant to the Repurchase Offer. In order to avoid such backup withholding, each redeeming U.S. Shareholder must provide the Depositary with such Shareholder's correct TIN by completing the Substitute Form W-9 set forth below. In general, if a Shareholder is an individual, the TIN is the Social Security number of such individual. If the Depositary is not provided with the correct TIN, the Shareholder may be subject to a penalty imposed by the Internal Revenue Service. Certain Shareholders (including, among others, most corporations and certain foreign persons) are not subject to these backup withholding and reporting requirements, but should nonetheless complete a Substitute Form W-9 to avoid possible erroneous backup withholding. For further information regarding backup withholding and instructions for completing the Substitute Form W-9 (including how to obtain a TIN if you do not have one and how to complete the Substitute Form W-9 if Shares are held in more than one name), consult the enclosed Guidelines for Certification of Taxpayer Identification Number. In order for a non-U.S. Shareholder to avoid 30% backup withholding, the Shareholder must submit a statement to the Depositary signed under penalties of perjury attesting that he/she/it is a non-U.S. Shareholder. Form W-8 and instructions for such statement are enclosed for non-U.S. Shareholders. To qualify as an exempt recipient on the basis of foreign status, a Shareholder must submit a properly completed Form W-8 BEN or Form W-8 ECI, signed under penalties of perjury, attesting to that person's exempt status. A Shareholder would use a Form W-8 BEN to certify that it (1) is neither a citizen nor a resident of the United States, (2) has not been and reasonably does not expect to be present in the United States for a period aggregating 183 days or more during the calendar year, and (3) reasonably expects not to be engaged in a trade or business within the United States to which the gain on the sale of the Shares would be effectively connected; and would use a Form W-8 ECI to certify that (1) it is neither a citizen nor resident of the U.S., and (2) the proceeds of the sale of the Shares is effectively connected with a U.S. trade or business. A foreign Shareholder may also use a Form W-8 BEN to certify that it is eligible for benefits under a tax treaty between the United States and such foreign person's country of residence. A SHAREHOLDER SHOULD CONSULT HIS OR HER TAX ADVISOR AS TO HIS OR HER QUALIFICATION FOR EXEMPTION FROM THE BACKUP WITHHOLDING REQUIREMENTS AND THE PROCEDURE FOR OBTAINING AN EXEMPTION. CONSEQUENCES OF FAILURE TO FILE SUBSTITUTE FORM W-9 OR FORM W-8 Failure to complete Substitute Form W-9 or Form W-8 WILL CAUSE the Shares to be deemed invalidly presented for redemption. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, the Shareholder may claim a refund from the Internal Revenue Service. 13 IMPORTANT--SIGN BELOW AND COMPLETE SUBSTITUTE FORM W-9 (BELOW) OR FORM W-8 (ENCLOSED) AS APPLICABLE Under penalty of perjury, I certify (1) that the number set forth below is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me) and (2) that I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified that I am subject to backup withholding as a result of failure to report all interest or dividends, or (c) the Internal Revenue Service (IRS) has notified me that I am no longer subject to backup withholding, and (3) I am a U.S. person (including a U.S. resident alien). Instruction: You must strike out the language in (2) above if you have been notified that you are subject to backup withholding due to underreporting and you have not received a notice from the IRS that backup withholding has been terminated. The Signor recognizes that, under certain circumstances set forth in the Repurchase Offer Statement, the Fund may not be required to repurchase the Shares presented for redemption. The Signor understands that certificate(s) for Shares not repurchased will be returned to the Signor at the address indicated above. In the case of Shares not evidenced by certificate, the Depositary will cancel the repurchase request as to any Shares not repurchased by the Fund. The Portfolio Securities representing the repurchase price for such of the Shares presented for redemption as are repurchased should be issued to the Signor and mailed to the address indicated above. All authority conferred or agreed to be conferred by this Letter of Transmittal shall survive the death or incapacity of the Signor and any obligation of the Signor under this Letter of Transmittal shall be binding upon the heirs, personal representatives, successors and assigns of the Signor. Except as stated in the Repurchase Offer Statement, the Shareholder's presentment of Shares for redemption is irrevocable. The Repurchase Offer is hereby accepted in accordance with its terms. - -------------------------------------------------------------------------------- (Signature(s) of Shareholder(s)) Dated: ------------ , 2002 (Must be signed by the registered holder(s) exactly as name(s) appear(s) on the Share certificates or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted under this Letter of Transmittal. If signature is by trustees, executors, administrators, guardians, attorneys-in-fact, agents, officers of corporations or others acting in a fiduciary or representative capacity, please provide the following information. See Instruction 5.) Name (s):____________________________________________________________________ (Please Type or Print) Capacity (Full Title):_______________________________________________________ (See Instruction 5) Address:_____________________________________________________________________ _______________________________________________________________________________ (Include Zip Code) Area Codes and Telephone Numbers: Home:________________________________________________________________________ Taxpayer Identification (or Social Security No.) (if applicable): - -------------------------------------------------------------------------------- (Complete Substitute Form W-9 below or Form W-8 (enclosed), as applicable) GUARANTEE OF SIGNATURE(S) (See Instructions 1 and 5) Authorized Signature:________________________________________________________ Name:________________________________________________________________________ (Please Type or Print) Title:_______________________________________________________________________ Name of Firm:________________________________________________________________ Address:_____________________________________________________________________ (Include Zip Code) Area Code and Tel. No.:___________________________________________ Dated:___________________________________________ 14 PAYER'S NAME: - ------------------------- --------------------------- ------------------------- SUBSTITUTE PART II--Awaiting TIN [_] PART I--Please provide your Form TIN (for individual, Please see below. W-9 social security number) and certify by signing and dating below: - ------------------------------------------------------------------------------- DEPARTMENT OF THE TREASURY INTERNAL REVENUE SERVICE CERTIFICATION--Under penalties of perjury. I certify that: (1) The information provided on this form is true, correct and payer's request for Taxpayer Identification Number is complete and (2) I am not subject to backup withholding either because I am exempt from backup withholding or I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of under-reporting interest or dividends or the IRS has notified me that I am no longer subject to backup withholding. (You must cross out item (2) above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2).) The IRS does not require your consent to any provision of this document other than the certifications required to avoid backup withholding. - ------------------------------------------------------------------------------ Signature Date -------------------------------------------- --------------------- Name ------------------------------------------------------------------------- (Please Print) Address ----------------------------------------------------------------------- (Include Zip Code) - ------------------------------------------------------------------------------
DEPARTMENT OF THE TREASURY INTERNAL REVENUE SERVICE CERTIFICATION--Under penalties of perjury. I certify that: (1) The information provided on this form is true, correct and payer's request for Taxpayer Identification Number is complete and (2) I am not subject to backup withholding either because I am exempt from backup withholding or I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of under-reporting interest or dividends or the IRS has notified me that I am no longer subject to backup withholding. (You must cross out item (2) above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2).) The IRS does not require your consent to any provision of this document other than the certifications required to avoid backup withholding. - ------------------------------------------------------------------------------ Signature Date -------------------------------------------- --------------------- Name ------------------------------------------------------------------------- (Please Print) Address ----------------------------------------------------------------------- (Include Zip Code) - ------------------------------------------------------------------------------
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 2 OF SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a Taxpayer Identification Number has not been issued to me, and either (a) I have mailed or delivered an application to receive a Taxpayer Identification Number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a Taxpayer Identification Number to the payer, I will not have submitted all information required to participate in the Repurchase Offer, the Fund may be unable to repurchase my submitted Shares and 30% of all reportable payments due to me pursuant to the Repurchase Offer may be withheld until I provide a Taxpayer Identification Number to the payer and that if I do not provide my Taxpayer Identification Number within 60 days, such retained amounts shall be remitted to the IRS as backup withholding. - - - Signature Date -
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 30% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER AND WILL RESULT IN A DEFECTIVE SUBMISSION; THE FUND WILL NOT BE ABLE TO REPURCHASE YOUR SUBMITTED SHARES. PLEASE REVIEW THE "GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER" FOR ADDITIONAL DETAILS. 15 EX-99.1.1D 6 dex9911d.txt BROKER DEALERS LETTER FORM OF LETTER TO BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES REGARDING THE REPURCHASE OFFER BY THE MEXICO FUND, INC. TO REPURCHASE UP TO 100% OF ITS ISSUED AND OUTSTANDING SHARES AT 98% OF NET ASSET VALUE PER SHARE IN EXCHANGE FOR PORTFOLIO SECURITIES OF THE FUND To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: We are enclosing the material listed below relating to the offer by The Mexico Fund, Inc. (the "Fund"), a Maryland corporation registered under the Investment Company Act of 1940, as amended, as a closed-end, non-diversified management investment company, to its shareholders to repurchase up to 100% of the Fund's issued and outstanding shares of common stock, par value $1.00 per share (the "Shares") at 98% of the Fund's per share net asset value at the close of business on the Expiration Date (as defined below) in exchange for Portfolio Securities (the "Repurchase Offer"), Portfolio Securities are a pro-rata portion of each of the securities (other than short-term fixed income securities with maturities of less than one year, securities with transfer restrictions and certain illiquid securities), subject to adjustments for fractional shares and odd lots, and any cash held in the Fund's investment portfolio at the close of business on the Expiration Date (as defined below). The Repurchase Price is equal to 98% of the Fund's per share net asset value ("NAV") determined as of the close of the regular trading session of the New York Stock Exchange ("NYSE") on the Expiration Date, subject to the terms and conditions set forth in the Repurchase Offer Statement dated May 8, 2002 and the related Letter of Transmittal. THE REPURCHASE OFFER EXPIRES AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 7, 2002, UNLESS EXTENDED (THE "EXPIRATION DATE"). The following documents are enclosed: (1) SUMMARY TERM SHEET; (2) REPURCHASE OFFER STATEMENT DATED MAY 8, 2002; (3) LETTER OF TRANSMITTAL TO BE USED TO PRESENT SHARES FOR REDEMPTION; (4) AUTHORIZATION INSTRUCTIONS FORM; (5) DTC DELIVERY ELECTION FORM; (6) GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER; (7) NOTICE OF GUARANTEED DELIVERY; AND (8) LETTER TO CLIENTS, WHICH MAY BE SENT UPON ANY REQUEST FOR INFORMATION BY YOUR CLIENTS FOR WHOSE ACCOUNT YOU HOLD SHARES REGISTERED IN YOUR NAME (OR IN THE NAME OF YOUR NOMINEE) WITH SPACE PROVIDED FOR OBTAINING SUCH CLIENTS' INSTRUCTIONS WITH REGARD TO THE REPURCHASE OFFER. PLEASE NOTE THE EXPIRATION DATE AND THE WITHDRAWAL DEADLINE IS 5:00 P.M., NEW YORK CITY TIME, ON JUNE 7, 2002, UNLESS EXTENDED. Please be advised that participation in the Repurchase Offer requires submission of the Authorization Instructions Form and DTC Delivery Election Form regarding account information with a Mexican broker or custodian, in addition to other documentation submitted electronically. All brokers, dealers, commercial banks, trust companies and other nominees are requested to submit account information for a single Mexican brokerage or custodial account on behalf of their clients who choose to participate in the Repurchase Offer. No fees or commissions will be payable to brokers, dealers or other persons under the terms of the Repurchase Offer, although redeeming Shareholders may be obligated to pay a processing fee to their broker for assistance in transmitting a redemption request. A repurchase request will be deemed invalid unless an exemption is proved or unless the required taxpayer identification information is or has previously been provided regarding backup tax withholding. Certain documents also have to be submitted as apply to withholdings potentially affecting payments to non-U.S. Shareholders, See Instruction 11 of the Letter of Transmittal. The Repurchase Offer is not being made to (nor will redemption requests be accepted from or on behalf of) Shareholders residing in any jurisdiction in which the making of the Repurchase Offer or its acceptance would not be in compliance with the laws of such jurisdiction. To the extent that the securities laws of any jurisdiction would require the Repurchase Offer to be made by a licensed broker or dealer, the Repurchase Offer shall be deemed to be made on the Fund's behalf by one or more registered brokers or dealers licensed under the laws of such jurisdiction. If a client instructs you by telephone to present your Shares for redemption, please record the telephone conversation (in accordance with applicable law). NONE OF THE FUND, ITS BOARD OF DIRECTORS NOR THE INVESTMENT ADVISER TO THE FUND IS MAKING ANY RECOMMENDATION TO ANY SHAREHOLDER WHETHER TO SUBMIT FOR REDEMPTION OR TO REFRAIN FROM SUBMITTING FOR REDEMPTION SHARES. THE FUND HAS BEEN ADVISED THAT NO DIRECTOR OR OFFICER OF THE FUND NOR THE FUND'S INVESTMENT ADVISER WILL PARTICIPATE IN THE REPURCHASE OFFER. Additional copies of the enclosed material may be obtained from Morrow & Co., Inc., the Information Agent, at appropriate addresses and telephone numbers set forth in the Repurchase Offer Statement. Any questions you have with respect to the Repurchase Offer should be directed to the Information Agent at 800- 654-2468. Very truly yours, THE MEXICO FUND, INC. NOTHING CONTAINED IN THIS LETTER OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS THE AGENT OF EITHER THE FUND OR THE DEPOSITARY OR AUTHORIZE YOU OR ANY OTHER PERSON (A) TO MAKE ANY STATEMENTS WITH RESPECT TO THE REPURCHASE OFFER, OTHER THAN THE STATEMENTS SPECIFICALLY SET FORTH IN THE REPURCHASE OFFER STATEMENT AND THE LETTER OF TRANSMITTAL, OR (B) TO DISTRIBUTE ANY MATERIAL WITH RESPECT TO THE REPURCHASE OFFER OTHER THAN AS SPECIFICALLY AUTHORIZED. 2 EX-99.1.1E 7 dex9911e.txt DTC DELIVERY ELECTION FORM
DTC DELIVERY ELECTION FORM THIS FORM MUST BE COMPLETED AND SUBMITTED IF SHARES WILL BE PRESENTED FOR REDEMPTION BY BOOK-ENTRY TRANSFER TO THE DEPOSITORY TRUST COMPANY. PLEASE FAX THIS FORM TO THE DEPOSITARY AT THE NUMBER INDICATED BELOW PRIOR TO 5:00 P.M. NEW YORK CITY TIME ON THE SAME DAY SHARES ARE PRESENTED FOR REDEMPTION. FACSIMILE COPY NUMBER: 718-234-5001 CONFIRM BY TELEPHONE: 718-921-8200 YOU MUST PROVIDE THE INFORMATION REQUESTED BELOW. FAILURE TO FURNISH THE INFORMATION REQUESTED REGARDING ACCOUNT INFORMATION WILL RESULT IN AN INCOMPLETE REDEMPTION REQUEST AND THE FUND WILL BE UNABLE TO REPURCHASE YOUR SHARES. Your Name :_____________________________________________________________________________ DTC--VOI Number:________________________________________________________________________ DTC Participant Number:_________________________________________________________________ Date of Entry:__________________________________________________________________________ Number of Shares Presented for Redemption:______________________________________________ Name and Telephone No. of Representative:_______________________________________________ Mexican Account Information: MEXICO Name of Account (if different):_________________________________________________________ Bank or Broker Name (in Mexico):________________________________________________________ Bank or Broker Address:_________________________________________________________________ ________________________________________________________________________________________ Securities Account No.:_________________________________________________________________ Name and Telephone No. of Mexican Account Representative (optional):____________________ IN ADDITION, YOU MUST ADVISE THE ABOVE-NAMED MEXICAN BANK(S) OR BROKER(S) THAT SHARES WILL BE RECEIVED FOR YOUR ACCOUNT(S) FROM BBVD BANCOMER, S.D. PORTFOLIO SECURITIES RECEIVED WILL BE REGISTERED IN THE NOMINEE NAME OF THE DELIVERING PARTY ON AN INTERIM BASIS. THE SIGNOR, IN CONJUNCTION WITH THE MEXICAN BANK/BROKER, WILL BE RESPONSIBLE FOR REREGISTERING THE PORTFOLIO SECURITIES.
EX-99.1.1F 8 dex9911f.txt AUTHORIZATION INSTRUCTIONS AUTHORIZATION INSTRUCTIONS REGARDING THE REPURCHASE OFFER BY THE MEXICO FUND, INC. TO REPURCHASE UP TO 100% OF ITS ISSUED AND OUTSTANDING SHARES AT 98% OF NET ASSET VALUE PER SHARE IN EXCHANGE FOR PORTFOLIO SECURITIES OF THE FUND Name of Record Holder or DTC Participant (if shares held in "street name") ("Record Holder"): The Record Holder has delivered to AMERICAN STOCK TRANSFER & TRUST CO. (the "Depositary") the documentation required whereby the Record Holder has indicated that the Record Holder will be submitting shares of The Mexico Fund, Inc. (the "Fund") for repurchase by the Fund pursuant to the Fund's offer to repurchase Fund shares up to 100% of the Fund's issued and outstanding shares of common stock at 98% of the Fund's per share net asset value at the close of business on the Expiration Date (as defined in the Repurchase Offer Statement), in exchange for a pro-rata portion of each of the securities (other than short-term fixed income securities with maturities of less than one year, securities with transfer restrictions and certain illiquid securities), subject to adjustments for fractional shares and odd lots, and any cash held in the Fund's investment portfolio at the close of business on the Expiration Date ("Portfolio Securities") (the "Repurchase Offer"). As a condition to participation in the Repurchase Offer Fund shareholders are required to establish a securities account (the "Mexican Account") with a bank or broker in Mexico, or to have an already existing account in Mexico, information concerning which is provided below as regards the Record Holder's Fund shares. Mexican Account: . Name of bank or broker in Mexico: ("Mexican Custodian") ------------------------- . Address, City and zip code: --------------------- . Securities Account No.: ------------------------- . Account Executive (AE): Mr./Ms: ----------- . Telephone No. of AE: ---------------------------- . Telephone No. of Record Holder: ------------- . E-mail address (if available) of AE: ---------- . E-mail address (if available) of Record Holder: --------------------------------- I hereby certify that the information above is correct and accurate and that I am the registered and authorized holder and signatory under such Mexican Account. I represent that none of the Fund, its Investment Adviser, Custodian, Information Agent, or Depositary, or any of their agents or representatives (the "Parties"), assume any responsibility and/or liability for any errors or deficiencies regarding the Mexican Account. In the event that the Mexican Custodian does not accept for deposit into my Mexican Account any Portfolio Securities, as mentioned in (2) below for any reason whatsoever, none of the Parties will be held responsible. I hereby: (1) authorize my Mexican Custodian to provide any required information requested by Impulsora del Fondo Mexico, S.A. de C.V., the Fund's Investment Adviser or any of its agents or representatives, that would allow them to validate the Mexican Account information; (2) instruct my Mexican Custodian to accept for deposit any Portfolio Securities distributed in response to my participation in the Repurchase Offer; (3) acknowledge that the Mexican counterparty that will transfer to my Mexican Account the Portfolio Securities will be BBVA Bancomer, S.A., the Fund's Custodian. The Portfolio Securities (except for cash) will be settled through the Instituto Mexicano para el Deposito de Valores, S.A. ("Indeval"); and (4) acknowledge my Mexican Custodian will be the party that will confirm to me the transfer of my pro-rata portion Portfolio Securities and cash into my account. Parties are hereby released from any liability resulting from any communications with my Mexican Custodian. Additionally, and with respect to the establishment of the Mexican Account with my Mexican Custodian, I acknowledge that none of the Parties will be held responsible. Record Holder Name: ----- Signature: -------------- Date: ----------------- EX-99.1.1G 9 dex9911g.txt NOTICE OF GUARANTEED DELIVERY NOTICE OF GUARANTEED DELIVERY REGARDING THE OFFER BY THE MEXICO FUND, INC. TO REPURCHASE UP TO 100% OF THE ISSUED AND OUTSTANDING SHARES OF THE MEXICO FUND, INC. AT 98% OF NET ASSET VALUE PER SHARE, IN EXCHANGE FOR PORTFOLIO SECURITIES OF THE FUND This form must be used to participate in the Repurchase Offer if a Shareholder's certificates for Shares are not immediately available or if time will not permit the Letter of Transmittal and other required documents to reach the Depositary on or before the Expiration Date. Terms used in this form that are not otherwise defined in this form shall have the meanings specified in the Repurchase Offer Statement, dated May 8, 2002. This form may be delivered by hand, overnight courier or mail or facsimile transmission to the Depositary at the appropriate address set forth below. Redemption requests using this form may be made only by or through a member firm of a registered national securities exchange, or a commercial bank or trust company having an office, branch or agency in the United States. AMERICAN STOCK TRANSFER & TRUST CO. DEPOSITARY: 800-937-5449 Facsimile Copy Number: 718-234-5001 Confirm By Telephone: 718-921-8200 Delivery by Hand, First Class Mail or Overnight or Express Mail Delivery: American Stock Transfer & Trust Co. 59 Maiden Lane, Plaza Level New York, NY 10038 DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE VALID DELIVERY.
Ladies and Gentlemen: The undersigned hereby demands the redemption by The Mexico Fund, Inc. (the "Fund"), upon the terms and conditions set forth in its Repurchase Offer Statement dated May 8, 2002, and the related Letter of Transmittal (which together constitute the "Offer Documents"), receipt of which are hereby acknowledged, of the number of Shares specified below and all Shares that may be held in the names) of the registered holder(s) by the Fund's transfer agent under the Fund's dividend reinvestment plan according to the guaranteed delivery procedures set forth in Section 3 of the Repurchase Offer Statement. Number of Shares Presented for Redemption:___________________________________________________________________________________ Certificate Nos. (if available) Names of Record Holder(s) Address: _________________________________________________________________________________________________________________________ _________________________________________________________________________________________________________________________ Address:_______________________________________________ ----------------------------------------------------------------------------------------------------------------------------- YOU MUST PROVIDE THE INFORMATION REQUESTED BELOW. FAILURE TO FURNISH THE INFORMATION REQUESTED REGARDING ACCOUNT INFORMATION WILL RESULT IN AN INCOMPLETE REDEMPTION REQUEST WHICH WILL MEAN THE FUND CANNOT REPURCHASE YOUR SHARES. Your Name:___________________________________________________________________________________________________________________ Mexican Account Information: Name of Account (if different):______________________________________________________________________________________________ Bank or Broker Name (in Mexico):_____________________________________________________________________________________________ Bank or Broker Address:______________________________________________________________________________________________________ _____________________________________________________________________________________________________________________________ Securities Account No.:______________________________________________________________________________________________________ Name & Telephone No. of Representative (optional):___________________________________________________________________________ - ----------------------------------------------------------------------------------------------------------------------------- If Shares will be presented for Redemption by book-entry transfer to the Depository Trust Company ("DTC"), please check box*: [_] *Please complete the DTC Delivery Election Form included with your materials and submit it with this Notice of Guaranteed Delivery if you desire to retain ownership of the Portfolio Securities received. DTC Participant Number:__________________________________________________________________ Area Code and Telephone Number:____ Dated:___________________________________________________________________________________________ , 2002 Signature:____________ - -----------------------------------------------------------------------------------------------------------------------------
GUARANTEE The undersigned, a member firm of a registered national securities exchange, or a commercial bank or trust company having an office, branch or agency in the United States, hereby: (a) represents that the above named person(s) "own(s)" the Shares presented for redemption within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as amended; (b) represents that the redemption request of such Shares complies with Rule 14e-4; and (c) guarantees to deliver to the Depositary certificates representing the Shares presented for repurchase, in proper form for transfer (or to present Shares for repurchase pursuant to the procedure for book-entry transfer into the Depositary's account at The Depository Trust Company ("DTC") if so specified on the foregoing page), together with a properly completed and executed Letter of Transmittal with any required signature guarantees, and any other required documents, within five New York Stock Exchange trading days after the data receipt hereof by the Depositary. Name of Firm:_________________________________________________________________________________________________ (Please Print) Authorized Signature:_________________________________________________________________________________________ Name:_________________________________________________________________________________________________________ (Please Print) Title:________________________________________________________________________________________________________ Name:_________________________________________________________________________________________________________ Address:______________________________________________________________________________________________________ (Include Zip Code) Area Code and Telephone Number:_______________________________________________________________________________ Dated: ----------------------, 2002
EX-99.1.1H 10 dex9911h.txt SHAREHOLDERS LETTER FORM OF LETTER TO SHAREHOLDERS WHO HAVE REQUESTED INFORMATION THE MEXICO FUND, INC. 1775 EYE STREET, NW WASHINGTON, DC 20006 Dear Shareholder: As you requested, we are enclosing a copy of the Summary Term Sheet and Repurchase Offer Statement of The Mexico Fund, Inc. (the "Fund"), a Maryland corporation registered under the Investment Company Act of 1940, as amended, as a closed-end, non-diversified management investment company. The Repurchase Offer Statement describes the repurchase offer being extended by the Fund, which permits Shareholders to demand the repurchase of up to 100% of its issued and outstanding common stock, par value $l.00 per share (the "Shares"), at 98% of the Fund's per share net asset value at the close of business on the Expiration Date (as defined below) in exchange for Portfolio Securities (as defined below) (the "Repurchase Offer"). Portfolio Securities are a pro-rata portion of each of the securities (other than short-term fixed income securities with maturities of less than one year, securities with transfer restrictions and certain illiquid securities), subject to adjustments for fractional shares and odd lots, and any cash held in the Fund's investment portfolio at the close of business on the Expiration Date (as defined below). The Repurchase Price is equal to 98% of the Fund's per share net asset value ("NAV") determined as of the close of the regular trading session of the New York Stock Exchange on the Expiration Date, subject to the terms and conditions set forth in the Repurchase Offer Statement dated May 8, 2002 and the related Letter of Transmittal (which together constitute the "Offer Documents"). THE REPURCHASE OFFER EXPIRES AT 5:00 P.M., NEW YORK CITY TIME ON JUNE 7, 2002, UNLESS EXTENDED (THE "EXPIRATION DATE"). If, after reviewing the information set forth in the Offer Documents, you wish to present your Shares for repurchase by the Fund, please contact your broker, dealer or other nominee to present your Shares for redemption for you or, if you are the record owner of the Shares, you may follow the instructions contained in the Offer Documents to present your Shares for redemption. To receive the Portfolio Securities you must make arrangements to establish custodial and securities accounts on your behalf with a bank or broker in Mexico (the "Mexican Account"). You may also consider contacting a U.S. broker, dealer, commercial bank, trust company or other nominee and depositing your shares in an account with it and seeking its assistance in participating in the Repurchase Offer. The actual per share expenses for redeeming Shareholders of participating in the Repurchase Offer will depend on a number of factors including the number of Shares redeemed, the Fund's portfolio composition at the time and market conditions prevailing during the process. The Fund will bear the expenses of offering the Repurchase Offer which include the costs of producing and mailing the Repurchase Offer Statement and other documents, and the other expenses of the Depositary, the Information Agent and the Fund's custodian. However, you may be charged a fee by a broker, dealer or other institution for establishing the Mexican Account, and/or a fee by a broker, dealer or other institution for submitting the documentation necessary to participate in the Repurchase Offer. It should also be noted that participation in the Repurchase Offer will generally be a taxable transaction. Neither the Fund nor its Board of Directors is making any recommendation to you or any holder of Shares as to whether to participate in the Repurchase Offer. You are urged to consult with your broker, financial advisor or tax advisor before deciding whether to participate in the Repurchase Offer. The Fund has been advised that no director, officer of the Fund nor the Fund's investment adviser is participating in the Repurchase Offer. The Repurchase Offer represents the launch of the Fund's quarterly in-kind share repurchase policy. The Fund's NAV on April 30, 2002 was $20.67 per Share. The NAV can be expected to vary with changes in the value of the investments held by the Fund. On the Expiration Date the NAV may be higher or lower than it was on April 30, 2002. The Fund publishes its NAV each Monday in THE WALL STREET JOURNAL under the heading "Closed End Funds." The Fund's NAV is also published in BARRON'S. The Fund's web site (www.themexicofund.com) also publishes the daily NAV of the Fund. During the pendency of the Repurchase Offer, you may obtain current NAV quotations for the Fund by calling Morrow & Co., Inc., the Information Agent, at 800-607-0088 between the hours of 9:00 a.m. and 5:00 p.m., New York City time, Monday-Friday (except holidays). Requests for additional copies of the Offer Documents and any other relevant documents may also be directed to the Information Agent. The Fund anticipates publishing the Fund's schedule of investments via press release and on the Fund's web site on the Expiration Date. The Portfolio Securities will be a pro-rata portion of the Fund's schedule of investments subject to certain adjustments. Should you have any other questions on the enclosed material, please do not hesitate to contact your broker, dealer or other nominee, or call the Information Agent at the number set forth immediately above. Yours truly, THE MEXICO FUND, INC. EX-99.1.1I 11 dex9911i.txt CLIENT LETTER FORM OF LETTER TO CLIENTS OF BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES REGARDING THE OFFER BY THE MEXICO FUND, INC. TO REPURCHASE UP TO 100% OF ITS ISSUED AND OUTSTANDING SHARES AT 98% OF NET ASSET VALUE PER SHARE, IN EXCHANGE FOR PORTFOLIO SECURITIES OF THE FUND To Our Clients: Enclosed for your consideration are the Summary Term Sheet and Repurchase Offer Statement dated May 8, 2002 of The Mexico Fund, Inc. (the "Fund"), a Maryland corporation registered under the Investment Company Act of 1940, as amended, a closed-end, non-diversified management investment company, and the related Letter of Transmittal by which the Fund is offering to repurchase up to 100% of the Fund's issued and outstanding common stock, par value $1.00 per share (the "Shares") at 98% of the Fund's per share net asset value at the close of business on the Expiration Date (as defined below) in exchange for Portfolio Securities (as defined below) ("Repurchase Offer"). Portfolio Securities are a pro-rata portion of each of the securities (other than short-term fixed income securities with maturities of less than one year, securities with transfer restrictions and certain illiquid securities), subject to adjustment for fractional shares and odd lots, and any cash held in the Fund's investment portfolio at the close of business on the Expiration Date (as defined below). The Repurchase Price is equal to 98% of the Fund's per share net asset value ("NAV") determined as of the close of the regular trading session of the New York Stock Exchange ("NYSE") on the Expiration Date, subject to the terms and conditions set forth in the Repurchase Offer Statement dated May 8, 2002 and the related Letter of Transmittal (which together constitute the "Offer Documents"). THE REPURCHASE OFFER EXPIRES AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 7, 2002, UNLESS EXTENDED (THE "EXPIRATION DATE"). The purpose of the Repurchase Offer is to provide Shareholders a source of liquidity that may allow them to realize close to the NAV of their Shares. The proceeds of this in-kind repurchase offer will be paid in a pro-rata portion of the Fund's Portfolio Securities. The Repurchase Offer is expected to prevent Shareholders who choose not to participate from bearing any portion of the unrealized capital gains which would be realized if the Fund sold its Portfolio Securities in order to satisfy redemption requests in cash. However, participation in the Repurchase Offer is generally a taxable transaction. The Repurchase Offer represents the launch of the Fund's quarterly in-kind share repurchase policy. Offer documents are being forwarded to you as the beneficial owner of Shares held by us for your account but not registered in your name. We are sending you the Letter of Transmittal for your information only; you cannot use it to present Shares we hold for your account for repurchase. A redemption request regarding your Shares can be made only by us as the holder of your shares as a participant in the Depository Trust Company system and only according to your instructions. Your attention is called to the following: 1. The Purchase Price to be paid for the Shares is an amount per Share, equal to 98% of the NAV determined as of the close of the regular trading session of the NYSE on the Expiration Date, subject to the terms and conditions of the Repurchase Offer Statement dated May 8, 2002 and the related Letter of Transmittal. THE REPURCHASE OFFER EXPIRES AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 7, 2002, UNLESS EXTENDED. If the Repurchase Offer is extended beyond June 7, 2002, the Pricing Date will be the Expiration Date, as extended. 2. The Repurchase Offer is for up to 100% of the issued and outstanding Shares of the Fund and is not conditioned upon any minimum number of outstanding Shares being presented for redemption, but is subject to certain conditions set forth in the Repurchase Offer Statement. Under the conditions described in the Repurchase Offer Statement, the Fund can terminate or amend the Repurchase Offer or can postpone the acceptance for payment of, payment for or repurchase of any Shares. 3. Redeeming Shareholders will not be obligated to pay brokerage commissions on the repurchase of Shares by the Fund pursuant to the Repurchase Offer; however, a broker, dealer or other person may charge a fee for processing the transactions on behalf of Shareholders. Redeeming Shareholders will bear any related costs of delivery and transfer. The actual per share expenses for redeeming Shareholders of effecting the redemption will depend on a number of factors, including the number of Shares redeemed, the Fund's portfolio composition at the time, and market conditions prevailing during the process. The Fund will bear the expenses of offering the Repurchase Offer which includes the costs of producing and mailing the Repurchase Offer Statement and other documents, and other expenses of the Depositary and the Information Agent. If you wish to have us present your Shares for redemption, please instruct us by completing, signing and returning to us the instruction form enclosed. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO PRESENT YOUR SHARES FOR REDEMPTION ON YOUR BEHALF ON OR BEFORE THE EXPIRATION OF THE REPURCHASE OFFER. THE EXPIRATION DATE AND THE WITHDRAWAL DEADLINE IS 5:00 P.M., NEW YORK CITY TIME, ON JUNE 7, 2002, UNLESS EXTENDED. The Repurchase Offer is not being made to (nor will redemption requests be accepted from or on behalf of) owners of Shares in any jurisdiction in which the Repurchase Offer or its acceptance would violate the laws of that jurisdiction. To the extent that the securities laws of any jurisdiction would require the Repurchase Offer to be made by a licensed broker or dealer, the Repurchase Offer shall be deemed to be made on the Fund's behalf by one or more registered brokers or dealers licensed under the laws of that jurisdiction. NONE OF THE FUND, THE BOARD OF DIRECTORS NOR THE INVESTMENT ADVISER TO THE FUND IS MAKING ANY RECOMMENDATION TO ANY SHAREHOLDER WHETHER TO SUBMIT FOR REDEMPTION OR TO REFRAIN FROM SUBMITTING FOR REDEMPTION SHARES. THE FUND HAS BEEN ADVISED THAT NO DIRECTOR OR OFFICER OF THE FUND NOR THE FUND'S INVESTMENT ADVISER WILL PARTICIPATE IN THE REPURCHASE OFFER. EACH SHAREHOLDER IS URGED TO READ AND EVALUATE THE REPURCHASE OFFER STATEMENT AND ACCOMPANYING MATERIALS CAREFULLY. Very truly yours, [Broker Name] INSTRUCTIONS REGARDING THE OFFER BY THE MEXICO FUND, INC. TO REPURCHASE UP TO 100% OF ITS ISSUED AND OUTSTANDING SHARES AT 98% OF NET ASSET VALUE IN EXCHANGE FOR PORTFOLIO SECURITIES OF THE FUND THIS FORM IS NOT TO BE USED TO PRESENT SHARES FOR REDEMPTION DIRECTLY TO THE DEPOSITARY. IT SHOULD BE SENT TO YOUR BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE ONLY IF THAT FIRM IS THE HOLDER OF RECORD OF YOUR SHARES AND WILL BE PRESENTING THE SHARES FOR REDEMPTION ON YOUR BEHALF. THE DEPOSITARY MUST RECEIVE YOUR SHARES NO LATER THAN 5:00 P.M., NEW YORK CITY TIME, ON JUNE 7, 2002. DO NOT COMPLETE THIS FORM IF YOU HAVE DECIDED NOT TO PRESENT YOUR SHARES FOR REDEMPTION. The undersigned acknowledge(s) receipt of your letter and the enclosed Repurchase Offer Statement, dated May 8, 2002 and the related Letter of Transmittal (which together are described as the "Offer Documents") in connection with the offer to Shareholders by The Mexico Fund, Inc. (the "Fund"), a Maryland corporation registered under the Investment Company Act of 1940, as amended, as a closed-end, non-diversified management investment company, of the right to demand the repurchase of up to 100% shares of the Fund's issued and outstanding common stock, par value $1.00 per share (the "Shares") at 98% of the net asset value per Share as of the close of the regular trading session of the New York Stock Exchange on June 7, 2002 (or, if the Repurchase Offer is extended, on the new Expiration Date), on the terms and subject to the conditions of the Repurchase Offer. The undersigned represents and warrants that: (i) the undersigned has a net long position in the Shares being presented for Redemption within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended; and (ii) redemption of such Shares complies with Rule 14e-4. The undersigned acknowledges that you will submit the necessary documentation regarding establishment by you, on behalf of your clients, of a cash and securities account with a bank or broker in Mexico to receive the proceeds of the Repurchase Offer.
Name of Client: ----------------------------------------------------- Address of Client: --------------------------------------------------- Telephone No. of Client: ----------------------------------------------- Number of Shares Presented for Participation in Repurchase Offer: ----- Signature: ---------------------------------------------------------
EX-99.1.1J 12 dex9911j.txt GUIDELIENS FOR CERTI. TAXPAYER IDENTIFICATION GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 Guidelines for Determining the Proper Identification Number for the Payee (You) to Give the Payer--Social Security numbers have nine digit separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the Payer. All "Section" references are to the Internal Revenue Code of 1986, as amended. "IRS" is the Internal Revenue Service.
- -------------------------------- ----------------------- --------------------------------- ------------------------ Give the name and Give the name and EMPLOYER SOCIAL SECURITY IDENTIFICATION For this type of account: number of-- For this type of account: number of-- - -------------------------------- ----------------------- --------------------------------- ------------------------ 1. Individual The individual 6. Sole proprietorship The owner(3) 2. Two or more individuals The actual owner of the 7. A valid trust, estate or The legal entity (Do (joint account) account or, if combined pension trust not furnish the funds, the first identifying number of individual on the the personal account(1) representative or trustee unless the legal entity itself is not designated in the account title.)(4) 3. Custodian account of a The minor(2) 8. Corporate The corporation minor (Uniform Gift to Minors Act) 4. a. The usual revocable The grantor-trustee(1) 9. Association, club, religious, The organization savings trust (grantor is charitable, educational, or also trustee) other tax-exempt organization b. So-called trust The actual owner(1) 10. Partnership The partnership account that is not a legal or valid trust under state law 5. Sole proprietorship The owner(3) 11. A broker or registered The broker or nominee nominee 12. Account with the The public entity Department of Agriculture in the name of a public entity (such as a State or local government, school district, or prison) that receives agricultural program payments - -------------------------------- ----------------------- --------------------------------- ------------------------
(1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has a Social Security number, that person's number must be furnished. (2) Circle the minor's name and furnish the minor's social security number. (3) You must show your individual name, but you may also enter your business or "doing business as" name. You may use either your Social Security number or employer identification number (if you have one). (4) List first and circle the name of the legal trust, estate or pension trust. Note: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed. GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 Page 2 Obtaining a Number If you don't have a taxpayer identification number or you don't know your number, obtain Form SS-5, Application for a Social Security Card, at the local Social Security Administration Office, or form SS-4, Application for Employer Identification Number, by calling[1 (800) TAX-FORM], and apply for a number. Payees Exempt from Backup Withholding Payees specifically exempted from backup withholding on all payments include the following: ... An organization exempt from tax under section 501(a), or an individual retirement plan, or a custodial account under Section 403(b)(7) if the account satisfies the requirements of Section 401(f)(2). ... The United States or any agency or instrumentality thereof. ... A State, the District of Columbia, a possession of the United States, or any political subdivision or instrumentality thereof. ... A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof. ... An international organization or any agency, or instrumentality thereof. Payees that may be exempted from backup withholding: ... A corporation. ... A financial institution. ... A registered dealer in securities or commodities registered in the U.S., the District of Columbia, or a possession of the U.S. ... A real estate investment trust. ... A common trust fund operated by a bank under section 584(a). ... An entity registered at all times during the tax year under the Investment Company Act of 1940. ... A middle man known in the investment community as a nominee or custodian. ... A futures commission merchant registered with the Commodity Futures Trading Commission. ... A foreign central bank of issue. ... A trust exempt from tax under Section 664 or described in Section 4947. Payments of dividends and patronage dividends not generally subject to backup withholding including the following: ... Payments to nonresident aliens subject to withholding under section 1441. ... Payments to partnerships not engaged in a trade or business in the U.S. and which have at least one nonresident alien partner. ... Payments of patronage dividends where the amount received is not paid in money. ... Payments made by certain foregoing organizations. ... Section 404(k) payments made by an ESOP. Payments of interest not generally subject to backup withholding include the following: ... Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer's trade or business and you have not provided your correct taxpayer identification number to the payer. ... Payments of tax-exempt interest (including exempt-interest dividends under section 852). ... Payments described in section 6049(b)(5) to nonresident aliens. ... Payments on tax-free covenant bonds under section 1451. ... Payments made by certain foreign organizations. ... Mortgage interest paid to you. Exempt payees described above should file a Substitute Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM. Certain payments other than interest, dividends, and patronage dividends that are subject to information reporting are also not subject to backup withholding. For details, see sections 6041, 6041A(a), 6042, 6044, 6045, 6049, 6050A, and 6050N, and their regulations. Privacy Act Notice.--Section 6109 requires most recipients of dividend, interest or other payments to give taxpayer identification numbers to payers who must report the payments to the IRS. The IRS uses the numbers for identification purposes to help verify the accuracy of your tax return and may also provide this information to various government agencies for tax-enforcement or litigation purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 30% of taxable interest, dividend and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply. Penalties (1) Penalty for Failure to Furnish Taxpayer Identification Number. If you fail to furnish your correct taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. (2) Civil Penalty for False Information With Respect to Withholding.--If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500. (3) Criminal Penalty for Falsifying Information.--Falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE. EX-99.A5 13 dex99a5.txt EXHIBIT 99.(A)(5) DRAFT DATED 5/7/02 FOR: The Mexico Fund, Inc. CONTACT: Eduardo Solano The Mexico Fund, Inc. 011-52-55-5282-8900 MEXICO FUND LAUNCHES PERIODIC IN-KIND REPURCHASE POLICY- COMMENCES FIRST IN-KIND REPURCHASE OFFER Washington, D.C., May 8, 2002 -- The Mexico Fund, Inc. (NYSE: MXF) announced today that it has commenced an offer to repurchase from shareholders up to 100% of the Fund's issued and outstanding shares of common stock at 98% of the Fund's per share net asset value at the close of business on the expiration date of the repurchase offer in exchange for portfolio securities of the Fund (the "Repurchase Offer"). The expiration date of the Repurchase Offer is June 7, 2002 at 5:00 P.M., New York City time, unless extended. If the expiration date is extended, the purchase price for Fund shares participating in the Repurchase Offer will be 98% of net asset value as determined at the close of business on the expiration date as extended. The Repurchase Offer represents the launch of the Fund's quarterly in-kind repurchase policy. The Fund anticipates that future repurchase offers will be scheduled to occur in conjunction with the Fund's fiscal quarters with the next such offer occurring during the Fund's fourth fiscal quarter which ends October 31, 2002. Shareholders desiring to participate in the Repurchase Offer must comply with the terms of the Repurchase Offer which includes establishment or availability of a brokerage or custodial account in Mexico, submission of information regarding the account and submission of information necessary for tax purposes. The Repurchase Offer will generally be a taxable transaction for participating shareholders. The Repurchase Offer will be made, and shareholders will be notified, in accordance with the requirements of the Securities Exchange Act of 1934, as amended, and the Investment Company Act of 1940, as amended. The Repurchase Offer is being made in response to the expressed desire of shareholders for greater liquidity and a permanent narrowing of the discount at which Fund shares have historically traded and is part of a quarterly repurchase policy announced by the Fund on March 6, 2002. The terms and conditions of the Repurchase Offer are set forth in the Fund's Repurchase Offer Statement dated May 8, 2002, and the related Letter of Transmittal which are being mailed to shareholders of record of the Fund as of April 30, 2002, although any shareholder holding Fund shares on the expiration date may participate in the Repurchase Offer. Questions and requests for assistance or for copies of the Repurchase Offer Statement, Letter of Transmittal, and any other Repurchase Offer documents should be directed to the Information Agent for the Repurchase Offer, Morrow & Co., Inc. at 800-607-0088. This announcement is not an offer to purchase nor a solicitation of an offer to sell shares of the Fund. The Repurchase Offer is made only by the Repurchase Offer Statement and the related Letter of Transmittal. Holders of Fund shares are urged to read these documents carefully because they contain important information. These and other filed documents will be available to investors free of charge both at www.sec.gov and from the Fund. The Repurchase Offer is not being made to, nor will submissions be accepted from, or on behalf of, holders of shares in any jurisdiction in which making or accepting the Repurchase Offer would violate that jurisdiction's laws. 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. #### -----END PRIVACY-ENHANCED MESSAGE-----