N-2/A

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-2

þ REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
þ PRE-EFFECTIVE AMENDMENT NO. 2
o POST-EFFECTIVE AMENDMENT NO. __________

þ REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
þ AMENDMENT NO. 1

THE MEXICO EQUITY AND INCOME FUND, INC.

(Exact Name of Registrant as Specified in Charter)

615 East Michigan St., 2^nd Floor
Milwaukee, WI 53202
(Address of Principal Executive Offices)
Registrant’s Telephone Number, including Area Code: (866) 700-6104

Gerald Hellerman
The Mexico Equity and Income Fund, Inc.
615 East Michigan St., 2^nd Floor
Milwaukee, WI 53202
(Name and Address of Agent for Service)

Copies of information to:
Thomas R. Westle, Esq.
Rustin I. Paul, Esq.
Blank Rome LLP
405 Lexington Avenue
New York, NY 10174
(212) 885-5239

Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of this Registration Statement.

If any securities being registered on this form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, other than securities offered in connection with a dividend reinvestment plan, check the following box. o

It is proposed that this filing will become effective (check appropriate box):

þ  when declared effective pursuant to section 8(c).

If appropriate, check the following box:

o This post-effective amendment designates a new effective date for a previously filed post-effective amendment registration statement.

o This form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act and the Securities Act registration statement number of the earlier effective registration statement for the same offering is ____________.

WE HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL WE SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE.

     EXPLANATORY NOTE:

     This amendment is being filed in order to add the attached exhibits to this registration statement. The Preliminary Prospectus filed as part of amendment #1 to this registration statement on Form N-2/A filed with the Securities and Exchange Commission on October 31, 2005 is hereby incorporated by reference.

TABLE OF CONTENTS

PART C OTHER INFORMATION
	ITEM 25. FINANCIAL STATEMENTS AND EXHIBITS
	ITEM 26. MARKETING ARRANGEMENTS
	ITEM 27. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
	ITEM 28. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL
	ITEM 29. NUMBER OF HOLDERS OF SECURITIES
	ITEM 30. INDEMNIFICATION
	ITEM 31. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
	ITEM 32. LOCATION OF ACCOUNTS AND RECORDS
	ITEM 33. MANAGEMENT SERVICES
	ITEM 34. UNDERTAKINGS
SIGNATURES
	Exhibit Index
Restatement of Articles of the Registrant
Articles Supplementary of the Articles of Incorporation
Specimen Common Stock Certificate
Specimen Preferred Stock Certificate

PART C
OTHER INFORMATION

ITEM 25. FINANCIAL STATEMENTS AND EXHIBITS

1. Financial Statements.

2. Exhibits

a.	1) Restatement of Articles of the Registrant
	2) Articles Supplementary of the Articles of Incorporation of the Registrant
b.	Amended and Restated Bylaws (Incorporated by reference to Exhibit 2(b) to Pre-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-2 (File No. 33-35089, filed August 6, 1990)
c.	Not Applicable
d.	1) Form of Subscription Certificate *
	2) Form of Notice of Guaranteed Delivery *
	3) Specimen Common Stock Certificate 4) Specimen Preferred Stock Certificate
e.	Not Applicable
f.	Not Applicable
g.	Investment Advisory Agreement between Registrant and Pichardo Asset Management, S.A. de C.V. dated as of July 1, 2003 *
h.	Not Applicable
i.	Not Applicable
j.	Custodian Agreement between Registrant and U.S. Bank, N.A. dated as of July 11, 2001 *
k.	1) Fund Administration Agreement between Registrant and U.S. Bancorp Fund Services, LLC dated as of July 11, 2001 *
	2) Transfer Agency and Security Services Agreement between Registrant and Computershare Investors Services, LLC, dated as of August 14, 2002 *
l.	Opinion and Consent of Blank Rome LLP, counsel for Registrant *
m.	Not Applicable
n.	Consent of Tait, Weller & Baker LLP, the independent registered public accounting firm for Registrant*
o.	Not Applicable
p.	Not Applicable
q.	Not Applicable
r.	Codes of Ethics of Registrant *

* Previously filed.

ITEM 26. MARKETING ARRANGEMENTS

Not Applicable

ITEM 27. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Commission registration fee	$	3,917.17
Accounting fees and expenses	$	2,000
Legal fees and expenses	$	75,000
NYSE Listing fee	$	27,363
Subscribing Agent fees and expenses	$	15,000
Printing and engraving	$	10,000
Miscellaneous fees and expenses	$	1,700
Total	$	134,980.17

     All of the expenses set forth above shall be borne by the Fund.

ITEM 28. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL

Not Applicable

ITEM 29. NUMBER OF HOLDERS OF SECURITIES

     The following table sets forth the approximate number of record holders of the Fund’s common stock, $0.001 par value per share, at July 31, 2005.

Title of Class	Number of Record Holders
Common	572

ITEM 30. INDEMNIFICATION

     Reference is made to Section 2-418 of the Maryland General Corporation Law, Article XI of the Company’s Articles of Incorporation, Article VII of the Company’s bylaws, the Investment Advisory Agreement and Administration Agreement.

     Maryland law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty established by a final judgment and which is material to the cause of action. The Registrant’s charter contains such a provision which eliminates directors’ and officers’ liability to the maximum extent permitted by Maryland law, subject to the requirements of the 1940 Act.

     Our charter authorizes us, to the fullest extent permitted by Maryland law and subject to the requirements of the 1940 Act, to indemnify any present or former director or officer or any individual from and against any claim or liability to which that person may become subject or which that person may incur by reason of his or her status as a present or former director or officer and to pay or reimburse their reasonable expenses in advance of final disposition of a proceeding. Our bylaws obligate us, to the maximum extent permitted by Maryland law and subject to the requirements of the 1940 Act, to indemnify any present or former director or officer or any individual who is made a party to the proceeding by reason of his service in that capacity from and against any claim or liability to which that person may become subject or which that person may incur by reason of his or her status as a present or former director or officer and to pay or reimburse their reasonable expenses in advance of final disposition of a proceeding. The charter and bylaws also permit us to indemnify and advance expenses to any person who served a predecessor of us in any of the capacities described above and any of our employees or agents or any employees or agents of our predecessor.

     Maryland law requires a corporation (unless its charter provides otherwise, which our charter does not) to indemnify a director or officer who has been successful in the defense of any proceeding to which he or she is made a party by reason of his or her service in that capacity. Maryland law permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made a party by reason of their service in those or other capacities unless it is established that (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (1) was committed in bad faith or (2) was the result of active and deliberate dishonesty, (b) the director or officer actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, under Maryland law, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that a personal benefit was improperly received, unless in either case a court orders indemnification, and then only for expenses. In addition, Maryland law permits a corporation to advance reasonable expenses to a director

or officer upon the corporation’s receipt of (a) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation and (b) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the standard of conduct was not met.

     The Investment Advisory Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, our investment adviser and its officers, managers, agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from the Fund for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of the adviser’s services under the Investment Advisory Agreement or otherwise as an investment adviser of the Fund.

     The Administration Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, the Administrator and its officers, manager, agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from the Fund for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of the Administrator’s services under the Administration Agreement or otherwise as administrator for the Fund.

     The law also provides for comparable indemnification for corporate officers and agents.

ITEM 31. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

Not Applicable

ITEM 32. LOCATION OF ACCOUNTS AND RECORDS

     All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act, and the rules thereunder are maintained at the offices of:

     (1) the Registrant, 615 East Michigan St., 2^nd Floor, Milwaukee, WI 53202;

     (2) the transfer agent, Computershare Investor Services, LLC, 2 North LaSalle Street, Chicago, IL 60602;

     (3) the Custodian, U.S. Bank, N.A., 425 Walnut Street, Cincinnati, OH 45202; and

     (4) the investment adviser, Pichardo Asset Management, S.A. de C.V., Teopanzolco Avenue #408, 3^rd Floor, Cuernavaca 62260, Morelos, Mexico.

ITEM 33. MANAGEMENT SERVICES

Not Applicable.

ITEM 34. UNDERTAKINGS

1.

The Registrant undertakes to suspend the issuance of Preferred Stock until the Prospectus is amended if (1) subsequent to the effective date of its registration statement, the net asset value declines more than ten percent from its net asset value as of the effective date of the registration statement; or (2) the net asset value increases to an amount greater than the net proceeds as stated in the Prospectus.

2.

The Registrant undertakes that:

(a) For the purpose of determining any liability under the Securities Act of 1933, the information omitted from the form of Prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of Prospectus filed by the

	Registrant pursuant to Rule 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective.
(b)	For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of Prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

SIGNATURES

     As required by the Securities Act of 1933, this registration statement has been signed on behalf of the registrant, in the City of New York and the State of New York, on the 16^th day of November, 2005.

MEXICO EQUITY AND INCOME FUND, INC.
By:	/s/ Maria Eugenia Pichardo
	Name:	Maria Eugenia Pichardo
	Title:	President

     As required by the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Name	Title	Date
/s/ Maria Eugenia Pichardo Maria Eugenia Pichardo	President	November 16, 2005
/s/ Gerald Hellerman Gerald Hellerman	Director, Chief Financial Officer and Chief Compliance Officer	November 16, 2005
* Phillip Goldstein	Director	November 16, 2005
* Rajeev Das	Director	November 16, 2005
* Andrew Dakos	Director	November 16, 2005
* Glenn Goodstein	Director	November 16, 2005

By:	*/s/ Gerald Hellerman
	Gerald Hellerman
	Attorney-in-Fact

Exhibit Index

Exhibit
Number	Description
2(a)(1)	Restatement of Articles of the Registrant
2(a)(2)	Articles Supplementary of the Articles of Incorporation of the Registrant
2(d)(1)	Form of Subscription Certificate*
2(d)(2)	Form of Notice of Guaranteed Delivery*
2(d)(3)	Specimen Common Stock Certificate
2(d)(4)	Specimen Preferred Stock Certificate
2(g)	Investment Advisory Agreement between Registrant and Pichardo Asset Management, S.A. de C.V.*
2(j)	Custodian Agreement between Registrant and U.S. Bank, N.A.*
2(k)(1)	Fund Administration Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC*
2(k)(2)	Transfer Agency and Security Services Agreement between Registrant and Computershare Investors Services, LLC*
2(l)	Opinion and Consent of Blank Rome LLP, counsel for Registrant*
2(n)	Consent of Tait, Weller & Baker LLP, the independent registered public accounting firm for Registrant*
2(r)	Codes of Ethics of Registrant*

* Previously filed.

EX-2.(A)(1)

Exhibit 2(a)(1)

ARTICLES OF RESTATEMENT

OF

THE MEXICO EQUITY AND INCOME FUND, INC.

     THE MEXICO EQUITY AND INCOME FUND, INC. (the “Corporation”) hereby certifies to the State Department of Assessments and Taxation of Maryland, that:

     FIRST: The Corporation desires to restate its Charter as currently in effect;

     SECOND: The provisions set forth in the Articles of Restatement are all provisions of the Charter currently in effect;

     THIRD: The Restatement of the Charter has been approved by a majority of the entire Board of Directors of the Corporation;

     FOURTH: The Charter is not amended by the Articles of Restatement;

     FIFTH: The current address of the main principal office of the Corporation is 615 East Michigan Street, 2nd Floor, Milwaukee, Wisconsin 53202;

     SIXTH: The name and address of the Corporation’s current resident agent is The Corporation Trust Incorporated, 300 East Lombard Street, Baltimore, Maryland 21202; and

     SEVENTH: There are five directors of the Corporation, and the following directors are currently serving: Glenn Goodstein, Phillip Goldstein, Rajeev Das, Andrew Dakos and Gerald Hellerman.

     The Charter of the Corporation currently in effect is hereby restated as follows:

     “THE UNDERSIGNED, Laurence E. Cranch, whose post office address if c/o Rogers & Wells, 200 Park Avenue, New York, New York 10166, being at least eighteen years of age, does hereby act as an incorporator, under and by virtue of the general laws of the State of Maryland authorizing the formation of corporations and with the intention of forming a corporation.

ARTICLE I

NAME

     The name of the corporation is THE MEXICO EQUITY AND INCOME FUND, INC. (the “Corporation”).

ARTICLE II

PURPOSES AND POWERS

     The Corporation was formed for the following purposes:

     (1) To conduct and carry on the business of a closed-end investment company.

     (2) To hold, invest and reinvest its assets in securities and other investments or to hold all or part of its assets in cash.

     (3) To issue and sell shares of its capital stock in such amounts and on such terms and conditions and for such purposes and for such amount or kind of consideration as may now or hereafter be permitted by law.

     (4) To enter into management, supervisory, advisory, administrative, underwriting and other contracts and otherwise do business with other corporations, and subsidiaries or affiliates thereof, or any other firm or organization, notwithstanding that the Board of Directors of the Corporation may be composed in part of officers, directors or employees of such corporation, firm or organization and, in the absence of fraud, the Corporation and such corporation, firm or organization may deal freely with each other and neither such management, supervisory, advisory, administrative or underwriting contract nor any other contract or transaction between the Corporation and such corporation, firm or organization shall be invalidated or in any way affected thereby.

     (5) To do any and all additional acts and exercise any and all additional powers or rights as may be necessary, incidental, appropriate or desirable for the accomplishment of all or any of the foregoing purposes.

     The Corporation shall be authorized to exercise and enjoy all of the powers, rights and privileges granted to, or conferred upon, corporations by the Maryland General Corporation Law, as now or hereafter in force, and the enumeration of the foregoing shall not be deemed to exclude any powers, rights or privileges so granted or conferred.

ARTICLE III

PERPETUAL EXISTENCE

     The duration of the Corporation shall be perpetual.

ARTICLE IV

PRINCIPAL OFFICE AND RESIDENT AGENT

     The post office address of the principal office of the Corporation in the State of Maryland is c/o The Corporation Trust Incorporated, 300 East Lombard Street, Baltimore, Maryland 21202. The name of the resident agent of the Corporation in the State of Maryland is The

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Corporation Trust Incorporated, a corporation of the State of Maryland, and the post office address of the resident agent is 300 East Lombard Street, Baltimore, Maryland 21202.

ARTICLE V

CAPITAL STOCK

     (1) The total number of shares of capital stock which the Corporation shall have the authority to issue is ONE HUNDRED MILLION (100,000,000) shares, all of one class called Common Stock, of the par value of ONE TENTH OF ONE CENT ($.001) per share and of the aggregate par value of ONE HUNDRED THOUSAND DOLLARS ($100,000).

     (2) The Corporation may issue shares of stock in fractional denominations to the same extent as its whole shares. Any fractional share shall carry proportionately the rights of a whole share, including, without limitation, the right to vote, the right to receive dividends and distributions and the right to participate upon liquidation of the Corporation. A fractional share shall not, however, have the right to receive a certificate evidencing it.

     (3) The Board of Directors may classify and reclassify any unissued shares of capital stock into one or more additional or other classes or series as may be established from time to time by setting or changing in any one or more respects, the designations, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications or terms of such shares of stock and, pursuant to such classification or reclassification, to increase or decrease the number of authorized shares of any existing class or series.

     (4) Unless otherwise expressly provided in these Articles of Incorporation, including any amendment hereto or Articles Supplementary creating any class or series of capital stock, the holders of each class or series of capital stock shall be entitled to dividends and distributions in such amounts and at such times as may be determined by the Board of Directors and the dividends and distributions paid with respect to the various classes or series of capital stock may vary among such classes and series.

     (5) Unless otherwise expressly provided in these Articles of Incorporation, including any amendment hereto or Articles Supplementary creating any class or series of capital stock, on each matter submitted to a vote of stockholders, each holder of a share of capital stock of the Corporation shall be entitled to one vote for each share standing in such holder’s name on the books of the Corporation irrespective of the class or series thereof, and all shares of all classes and series shall vote together as a single class; provided, however, that as to any matter with respect to which a separate vote of any class or series is required by the Investment Company Act of 1940, as amended, and in effect from time to time, or any rules, regulations or orders issued thereunder, or the Maryland General Corporation Law, such requirement as to a separate vote by that class or series shall apply in addition to a general vote of all classes and series as described above.

     (6) Unless otherwise expressly provided in these Articles of Incorporation, including any amendment hereto or Articles Supplementary creating any class or series of capital stock, in the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or

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involuntary, the holders of all classes and series of capital stock of the Corporation shall be entitled, after payment or provision for payment of the debts and other liabilities of the Corporation, to share ratably in the remaining net assets of the Corporation.

     (7) Notwithstanding any provision of the Maryland General Corporation Law requiring action to be taken or authorized by the affirmative vote of the holders of a designated proportion greater than a majority of the votes of all classes or series of capital stock of the Corporation (or of any class or series entitled to vote thereon as a separate class or series) but subject to any provision of these Articles requiring a greater than a majority of the votes of all classes or series of capital stock of the Corporation, such action shall be valid and effective (subject to the requirements of the Investment Company Act of 1940, as amended, and in effect from time to time, and any rules, regulations and orders issued thereunder) if taken or authorized by the affirmative vote of the holders of a majority of the aggregate number of shares of capital stock of the Corporation outstanding and entitled to vote thereon (or a majority of the aggregate number of shares of a class or series entitled to vote thereon as a separate class or series).

     (8) No holder of stock of the Corporation shall, by virtue of being such a holder, have any preemptive or preferential right to purchase or subscribe for any shares of the capital stock of the Corporation of any class or any other security of the Corporation which it may issue or sell (whether out of the number of shares authorized by these Articles of Incorporation, or out of any shares of the capital stock of the Corporation acquired by it after the issue thereof, or otherwise), other than a right that the Board of Directors, in its discretion, may determine to grant.

     (9) All persons who shall acquire shares of capital stock in the Corporation shall acquire the same subject to the provisions of these Articles of Incorporation and the By-Laws of the Corporation, as from time to time amended.

     (10) (a) The stockholders shall upon demand disclose to the Board of Directors in writing such information with respect to direct and indirect beneficial ownership of the common stock of the Corporation as the Board of Directors deems necessary or appropriate (i) to determine the status of the Corporation under any provision of the Mexican Federal Income Tax Law, or any other applicable tax laws, as such laws are now in effect or may hereafter be amended (the “Mexican Tax Laws”), (ii) pertaining to the qualification of the Corporation under the Mexican Tax Laws, or (iii) to comply with the requirements of any taxing authority or governmental entity or agency.

          (b) Whenever it is deemed by the Board of Directors to be reasonably necessary to avoid an adverse tax consequence for the Corporation resulting from the citizenship or residence of the holders of a percentage of the Corporation’s shares of common stock, or to protect the tax status of the Corporation under the Mexican Tax Laws, the Board of Directors may require a statement or affidavit from each proposed transferee of shares of common stock as to whether or not the proposed transferee or any person for whose benefit the proposed transferee will hold the shares is a citizen or resident of Mexico (as defined in the Mexican Tax Laws), which statement or affidavit shall be in the form prescribed by the Board of Directors for that purpose, and which may be included on the certificates representing the Corporation’s shares of common stock. If, in the opinion of the Board of Directors, the proposed transfer may produce such an adverse tax consequence or subject the Corporation to a tax under the Mexican Tax

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Laws that it had not otherwise been subject to in the absence of such transfer, the Board of Directors has the right, but not a duty, to refuse to transfer the shares of common stock to the proposed transferee. All contracts for the sale or other transfer of shares of common stock shall be subject to this provision.

          (c) In addition, if the Board of Directors determines that, as a result of stockholders of the Corporation who are citizens or residents of Mexico holding in the aggregate 10% or more of the Corporation’s outstanding shares of common stock, the Corporation is subject to such an adverse tax consequence or not qualified (or eligible for qualification) under the Mexican Tax Laws, then the Board of Directors may require one or more stockholders who are citizens or residents of Mexico to dispose of their shares (in any manner which the Board of Directors, in its sole discretion, deems fair and reasonable) so as to avoid such an adverse tax consequence or permit the Corporation to be qualified (or eligible for qualification) under the Mexican Tax Laws.

          (d) The Board of Directors is authorized to adopt such resolutions and take such other action as it deems necessary or advisable to protect the Corporation and the interests of the stockholders by avoiding such an adverse tax consequence or by preserving the Corporation’s qualification under the Mexican Tax Laws.

          (e) If any provision of this Article V or any application of any such provision is determined to be invalid by any court having jurisdiction over the issue, the validity of the remaining provisions shall not be affected and other applications of such provision shall be affected only to the extent necessary to comply with the determination of such court. To the extent this Article V may be inconsistent with any other provision of these Articles of Incorporation or the By-Laws, this Article V shall be controlling.

ARTICLE VI

BOARD OF DIRECTORS

     (1) The number of Directors of the Corporation shall initially be two. The number of Directors may be changed pursuant to the By-Laws of the Corporation to a number other than that named in these Articles of Incorporation, provided that in no case shall the number of directors be less than the number prescribed by the Maryland General Corporation Law. The By-Laws of the Corporation may authorize the Board of Directors, by the vote of a majority of the entire Board of Directors, to increase or decrease the number of Directors fixed by these Articles of Incorporation or in the By-Laws, within the limits specified in the By-Laws, and to fill the vacancies created by any such increase in the number of Directors. The term of office of a director in office at the time of any decrease in the number of directors shall not be affected as a result thereof. Unless otherwise provided by the By-Laws of the Corporation, the Directors of the Corporation need not be stockholders therein. The names of the Directors who shall act until the first annual meeting of Shareholders or until their successors are duly elected and qualified are:

Antonio Fernandez
Alan Rappaport

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     (2) Beginning with the first annual meeting of stockholders held after the initial public offering of the shares of the Corporation (the “initial annual meeting”), the Board of Directors shall be divided into three classes: Class I, Class II and Class III. Within the limits specified in Section 1 of this Article V and the By-Laws of the Corporation, the number of directors in each class shall be determined by resolution of the Board of Directors; provided, however, that the number of Directorships shall be apportioned among the classes so as to maintain the classes as nearly equal in number as possible. The terms of office of the classes of Directors elected at the initial annual meeting shall expire at the times of the annual meetings of the stockholders as follows: Class I on the first annual meeting held after the initial annual meeting, Class II on the second annual meeting held after the initial annual meeting and Class III on the third annual meeting held after the initial annual meeting, or thereafter in each case when their respective successors are elected and qualified. At each subsequent annual election, the Directors chosen to succeed those whose terms are expiring shall be identified as being of the same class as the Directors whom they succeed, and shall be elected for a term expiring at the time of the third succeeding annual meeting of stockholders, or thereafter in each case when their respective successors are elected and qualified.

     (3) A Director may be removed with or without cause, but only by action of the stockholders taken by the holders of at least 75% of the shares of capital stock then entitled to vote in an election of Directors.

     (4) In furtherance, and not in limitation, of the powers conferred by the laws of the State of Maryland, the Board of Directors is expressly authorized:

     (i) To make, alter or repeal the By-Laws of the Corporation, except as otherwise required by the Investment Company Act of 1940, as amended.

     (ii) From time to time to determine as to whether and to what extent, and at what times and places and under what conditions and regulations the records, documents, books and accounts of the Corporation shall be open to the inspection of the stockholders.

     (iii) Except as otherwise provided in these Articles of Incorporation without the assent or vote of the stockholders, to authorize the issuance from time to time of shares of capital stock of any class of the Corporation, whether now or hereafter authorized, and securities convertible into shares of stock of the corporation of any class or classes, whether now or hereafter authorized, for such consideration as the Board of Directors may deem advisable.

     (iv) Without the assent or vote of the stockholders, to authorize and issue obligations of the Corporation, secured and unsecured, as the Board of Directors may determine and to authorize and cause to be executed mortgages and liens upon the real and personal property of the Corporation.

     (v) In addition to the powers and authorities granted herein and by statute expressly conferred upon it, the Board of Directors is authorized to exercise all powers and do all acts that may be exercised or done by the Corporation pursuant to the

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provisions of the laws of the State of Maryland, these Articles of Incorporation and the By-Laws of the Corporation.

     (5) Any determination made in good faith by or pursuant to the direction of the Board of Directors as to the amount of assets obligations or liabilities of the Corporation, as to the amount of net income of the Corporation from dividends or interest for any period or amounts at any time legally available for the payment of dividends, as to the amount of any reserve or charges set up and the propriety thereof, as to the time of or purpose of creating reserves or as to the use, alteration or cancellation of any reserves or charges (whether or not any obligation or liability for which such reserves or charges shall have been created, shall have been paid or discharged or shall be then or thereafter required to be paid or discharged), as to the value of any security owned by the Corporation, as to the determination of the net asset value of shares of any class of the Corporation’s capital stock, as to any other matters relating to the issuance, sale, acquisition or disposition of securities or shares of capital stock of the Corporation or as to any reasonable determination made in good faith by the Board of Directors as to whether any transaction constitutes a purchase of securities on “margin”, a sale of securities “short” or an underwriting of the sale of, or a participation in any underwriting or selling group in connection with the public distribution of, any securities, shall be final and conclusive, and shall be binding upon the Corporation and all holders of its capital stock, past, present and future, and shares of the capital stock of the Corporation are issued and sold on the condition and understanding, evidenced by the purchase of shares of capital stock or acceptance of share certificates, that any and all such determinations shall be binding as aforesaid. No provision of these Articles of Incorporation shall be effective to (i) require a waiver of compliance with any provision of the Securities Act of 1933, as amended, or the Investment Company Act of 1940, as amended, or of any valid rule, regulation or order of the Securities and Exchange Commission thereunder, or (ii) protect or purport to protect any director or officer of the Corporation against any liability to the Corporation or its security holders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office.

ARTICLE VII

INSPECTION RIGHTS OF SHAREHOLDERS

     The holders of shares of the capital stock of the Corporation shall have only such rights to inspect the records, documents, accounts and books of the Corporation as are provided by the Maryland General Corporation Law, subject to reasonable regulations of the Board of Directors, not contrary to the Maryland General Corporation Law, as to whether and to what extent, and at what time and places, and under what conditions and regulations, such rights shall be exercised.

ARTICLE VIII

PRIVATE PROPERTY OF STOCKHOLDERS

     The private property of stockholders shall not be subject to the payment of corporate debts to any extent whatsoever.

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ARTICLE IX

ELECTION BY INVESTMENT COMPANY

     Pursuant to Section 3-603(e)(l) of the Maryland General Corporation Law, the Corporation hereby elects to have the provisions of Section 3-602 of the Maryland General Corporation Law applied to “business combinations” of the Corporation with “interested stockholders” of the Corporation, as such terms are defined in Section 3-601 of the Maryland General Corporation Law.

ARTICLE X

CERTAIN TRANSACTIONS

     Notwithstanding any other provision of these Articles of Incorporation, the affirmative vote of the holders of at least 75% of the outstanding shares of each class of stock of the Corporation then entitled to be voted on the matter shall be required to approve, adopt or authorize any of the following actions, unless any of such actions shall have been previously approved, adopted or authorized by 75% of the directors then in office, in which case the affirmative vote of the holders of 66 2/3% of the outstanding shares of the Corporation or such higher percentage as may be specified in the Investment Company Act of 1940, as amended, shall be required:

     (i) a merger or consolidation of the Corporation with or into another corporation or a share exchange transaction in which the Corporation is not the successor corporation;

     (ii) a sale, lease, exchange or other disposition to or with any entity or person of all or any substantial part of the assets of the Corporation (except assets having an aggregate fair market value of less than $1,000,000.00 or such sale, lease or exchange in the context of the ordinary course of the Corporation’s investment activities);

     (iii) issuance or transfer of any securities of the Corporation to any person or entity for cash, securities or other property (or combination thereof) having an aggregate fair market value of $1,000,000.00 or more, excluding sales of securities in connection with a public offering and securities issued pursuant to a dividend reinvestment plan adopted by the Corporation or upon the exercise of any stock subscription rights distributed by the Corporation;

     (iv) a liquidation or dissolution of the Corporation; or

     (v) the conversion of the Corporation from closed-end to open-end status under the Investment Company Act of 1940, as amended.

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ARTICLE XI

LIMITATIONS ON LIABILITY; INDEMNIFICATION

     (1) To the fullest extent permitted by the Maryland General Corporation Law, subject to the requirements of the Investment Company Act of 1940, as amended, no director or officer of the Corporation shall be personally liable to the Corporation or its security holders for money damages. This limitation on liability applies to events occurring at the time a person serves as a director or officer of the Corporation whether or not such person is a director or officer at the time of any proceeding in which such liability is asserted. No amendment of these Articles of Incorporation or repeal of any provision hereof shall limit or eliminate the benefits provided to directors and officers under this provision in connection with any act or omission that occurred prior to such amendment or repeal.

     (2) Subject to the requirements of the Investment Company Act of 1940, as amended, the Corporation shall indemnify (A) its directors and officers, whether serving the Corporation or at its request any other entity, to the full extent required or permitted by the General Laws of the State of Maryland now or hereafter in force, including the advance of expenses under the procedures and to the full extent permitted by law and (B) other employees and agents to such extent as shall be authorized by the Board of Directors or the Corporation’s By-Laws and be permitted by law. The foregoing rights of indemnification shall not be exclusive of any other rights to which those seeking indemnification may be entitled. The Board of Directors may take such action as is necessary to carry out these indemnification provisions and is expressly empowered to adopt, approve and amend from time to time such by-laws, resolutions or contracts implementing such provisions or such further indemnification arrangements as may be permitted by law. No amendment of the charter of the Corporation shall limit or eliminate the right to indemnification provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal. Nothing contained herein shall protect any director or officer of the Corporation against any liability to the Corporation or its security holders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office.

ARTICLE XII

AMENDMENT

     (1) The Corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation in the manner now or hereafter prescribed by statute, including any amendment which alters the contract rights, as expressly set forth in the charter, of any outstanding stock.

     (2) Notwithstanding any other provision of these Articles of Incorporation or the By- Laws of the Corporation (and notwithstanding the fact that a lesser percentage may be specified by law, the Articles of Incorporation or the By-Laws of the Corporation), the amendment or repeal of ARTICLES VI, IX, X or XI and this ARTICLE XII of these Articles of Incorporation shall require the affirmative vote of holders of at least 75% of the shares then entitled to be voted on the matter.

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     The term “these Articles of Incorporation” as used herein and in the By-Laws of the Corporation shall be deemed to mean these Articles of Incorporation as from time to time may be amended and restated.”

     SEVENTH: The undersigned President acknowledges these Articles of Restatement to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned President acknowledges that, to the best of her knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.

     IN WITNESS WHEREOF, the Corporation has caused these Articles of Restatement to be signed in its name and on its behalf by its President and attested to by its Secretary on this 4th day of November, 2005.

ATTEST:	THE MEXICO INCOME AND EQUITY FUND INC.
/s/ Francisco Lopez	/s/ Maria Eugenia Pichardo
Francisco Lopez Secretary	Maria Eugenia Pichardo President

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EX-2.(A)(2)

Exhibit 2(a)(2)

THE MEXICO EQUITY AND INCOME FUND, INC.

ARTICLES SUPPLEMENTARY
RECLASSIFYING COMMON STOCK AS
2,000,000 SHARES OF PREFERRED STOCK

(Under Section 2-208 of the Maryland General Corporation Law)

To the State Department
  of Assessments and Taxation
State of Maryland

          FIRST: The name of the corporation (the “Corporation”) is The Mexico Equity and Income Fund, Inc.

          SECOND: Pursuant to the authority expressly vested in the Board of Directors of the Corporation by the Corporation’s Articles of Incorporation and Section 2-208 of the Maryland General Corporation Law, the Board of Directors has duly adopted resolutions reclassifying authorized but unissued shares of common stock, par value $.001, into shares of preferred stock of the Corporation to consist of two million (2,000,000) shares. Such resolutions designate a class of preferred stock, par value $.001, setting forth preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption and repurchase of such preferred stock.

          THIRD: The reclassification increases the number of shares classified as preferred stock, par value $.001, from zero (0) shares immediately prior to the reclassification to two million (2,000,000) shares immediately after the reclassification.

          FOURTH: The class of preferred stock of the Corporation established in Article SECOND of these Articles Supplementary shall hereby reclassify two million (2,000,000) shares of authorized but unissued shares of common stock, par value $.001, as defined in the Articles of Incorporation, as amended (the “Articles”), as preferred stock, par value $.001 per share, as set forth in paragraph (1) below, with such preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption and repurchase as are set forth below, which, upon any restatement of the Articles of Incorporation, shall replace section (1) of Article V of the Articles and comprise a new section (1) of Article V of the Articles of Incorporation as follows:

     “(1) The total number of shares of capital stock which the Corporation shall have the authority to issue is 100,000,000 shares, of which 98,000,000 shares shall be called common stock, of the par value of ONE TENTH OF ONE CENT ($.001) per share and of the aggregate par value of NINETY EIGHT THOUSAND DOLLARS ($98,000.00), and 2,000,000 shares shall be called

preferred stock, of the par value of ONE TENTH OF ONE CENT ($.001) per share and of the aggregate par value of TWO THOUSAND DOLLARS ($2,000.00).”

          (a) Subject to the provisions of these Articles of Incorporation, the following is a description of the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption and repurchase of the preferred stock of the Corporation:

               (i) RANK. The preferred stock shall, with respect to rights upon liquidation, dissolution or winding up of the Corporation, rank senior to all classes or series of common stock of the Corporation.

               (ii) DIVIDENDS.

                    (A) Immediately following the issuance of any preferred stock, and so long as the Corporation is subject to the rules promulgated under the Investment Company Act of 1940 (the “1940 Act”), the Corporation shall be prohibited from declaring any dividend (except a dividend payable in our common stock) or any other distribution upon the common stock, unless the preferred stock has, at the time of any such declaration, an asset coverage of at least 200 percent after deducting the amount of such dividend or distribution, as the case may be.

                    (B) Dividends and distributions shall be paid to the holders of the Corporation’s preferred stock and common stock if, as and when authorized by the Board of Directors and declared by the Corporation out of funds legally available for such distributions, in the same kind and amount per share. All rights to dividends and distributions, if any, for the Corporation’s preferred stock and common stock are the same, except as set forth in the previous paragraph (A).

               (iii) LIQUIDATION PREFERENCE. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of preferred stock shall be entitled to receive preferential liquidating distribution of the original price per share of preferred stock, before any distribution of assets is made to the holders of the common stock. After payment of the full amount of the liquidating distribution to which they are entitled, the holders of shares of preferred stock shall not be entitled to any further participation in any distribution of assets by the Corporation.

               (iv) REPURCHASE AND REDEMPTION.

                    (A) The Corporation shall conduct a series of tender offers for the preferred stock only (each, a “Tender Offer”) on a semi-annual basis (each semi-annual period, a “Tender Period”) on dates to be determined by the Board of Directors in which up to 25% of the issued and outstanding preferred stock, as of the date the preferred stock is first issued, may be tendered to the Corporation. Each stockholder participating in a Tender Offer may have his or her tendered shares of preferred stock repurchased by the Corporation in kind

2

for portfolio securities having a value equal to 99% of NAV as determined, with respect to each Tender Offer, on a date designated by the Board of Directors.

                    (B) The Corporation may pay cash for fractional shares of securities; or round off (up or down) fractional shares so as to eliminate them prior to distribution.

                    (C) Unless the Securities and Exchange Commission (the “SEC”) grants exemptive relief with respect thereto, the Corporation shall pay stockholders who are “affiliated persons” of the Corporation solely by reason of owning, controlling or holding securities with the power to vote 5% or more of our common stock, cash for their preferred stock tendered.

                    (D) Although the intention of the Board of Directors is to conduct a semi-annual Tender Offer in which 25% of the issued, on the date that the preferred stock is initially issued, preferred stock may be tendered to the Corporation, the Board of Directors may, in its sole discretion, direct the Corporation to conduct a Tender Offer for less than 25% of the issued, on the date that the preferred stock is initially issued, preferred stock. If the SEC does not grant the exemptive relief discussed above, the Corporation shall be required to pay the 5% holders cash for their preferred stock if tendered. In such a case, the Corporation may not have enough cash to pay such holders if the Tender Offer is conducted for 25% of the issued, on the date that the preferred stock is initially issued, preferred stock. In no event, except in the event of a Tender Termination Event (as defined below), shall any Tender Offer be conducted in which less than 5% of the issued and outstanding preferred stock may be tendered to the Corporation.

                    (E) Each Tender Offer shall be governed, pursuant to the 1940 Act, the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, substantially on the same terms and conditions that governed the Corporation’s tender offer that commenced on February 19, 2002 and expired on March 20, 2002.

                    (F) In the event that the average trade weighted discount to the last published NAV per Corporation share is less than 5% for any five consecutive trading days during any Tender Period (a “Tender Termination Event”), the Corporation shall not conduct a Tender Offer during that Tender Period. In the event of a Tender Termination Event, a Tender Offer shall be conducted during the next Tender Period (unless a Tender Termination Event exists during such next Tender Period).

                    (G) The Corporation shall have no other rights of repurchase or redemption with respect to the preferred stock, except as set forth above.

               (v) VOTING RIGHTS. So long as the Corporation is subject to the rules promulgated under the 1940 Act, the holders of any preferred stock, voting separately as a single class, shall have the right to elect at least two directors at all times. The remaining directors shall be elected by holders of common stock. So long as the Corporation is subject to the rules promulgated under the 1940 Act, in addition to any approval by stockholders that might otherwise be required, the approval of the holders of a majority of any outstanding preferred

3

stock voting separately as a class, would be required to (1) adopt any plan of reorganization that would adversely affect the preferred stock, and (2) take any action requiring a vote of security holders under Section 13 (a) of the 1940 Act, including, among other things, changes in the Corporation’s subclassification as a closed-end investment company or changes in its fundamental investment restrictions. The Board of Directors presently intends that, except as otherwise indicated above and except as otherwise required by applicable law or the Corporation’s Articles of Incorporation, as amended, or bylaws, holders of preferred stock shall have equal voting rights with holders of common stock of the Corporation and shall vote together with such holders of common stock as a single class.

               (vi) AUTOMATIC CONVERSION.

                    (A) If the Put Warrant Program (as described below) is approved by the SEC, all issued and outstanding shares of the preferred stock shall automatically convert into common stock on a one-to-one basis upon the anticipated issuance of put warrants by the Corporation, and, shortly thereafter, stockholders shall receive put warrants. Holders of the preferred stock shall have no other conversion rights.

                    (B) Under a put warrant program (the “Put Warrant Program”) the Corporation shall issue without charge one put warrant for each whole share of common stock issued by the Corporation held by each stockholder of record as of a date selected by the Board of Directors. Each put warrant shall allow the Corporation’s stockholders to “put” (sell) on a quarterly basis one share of Corporation common stock to the Corporation for an amount of cash equal to our NAV per share.

     The undersigned President acknowledges these Articles of Restatement to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned President acknowledges that, to the best of her knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.

     IN WITNESS WHEREOF, the Corporation has caused these Articles of Restatement to be signed in its name and on its behalf by its President and attested to by its Secretary on this 4th day of November, 2005.

ATTEST:	THE MEXICO INCOME AND EQUITY FUND INC.
/s/ Francisco Lopez	/s/ Maria Eugenia Pichardo
Francisco Lopez Secretary	Maria Eugenia Pichardo President

4

EX-2.(D)(3)

Exhibit 2(d)(3)

CUSIP 592834 10 5

COMMON		COMMON
SHARES		SHARES
	NUMBER
C -
		SHARES

SEE REVERSE FOR
CERTAIN DEFINITIONS

INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND

THE MEXICO EQUITY AND INCOME FUND, INC.

This Certifies that

is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF THE PAR VALUE OF $0.001 EACH OF
THE MEXICO EQUITY AND INCOME FUND, INC.

(hereinafter called the “Corporation”) transferable on the books of the Corporation by the registered holder hereof in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by
the Registrar or its designated Agent. Witness the seal of the Corporation and the facsimile signatures of its duly authorized officers.

In Witness Whereof, the Corporation has caused the facsimile signature of its duly authorized officers and its facsimile seal to be affixed hereto.

Dated:

	THE MEXICO EQUITY AND INCOME FUND, INC.
	CORPORATE
CHAIRMAN OF THE BOARD	SEAL	SECRETARY
	1990
	MARYLAND

A FULL STATEMENT OR SUMMARY OF THE DESIGNATIONS AND ANY PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS, QUALIFICATIONS AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH CLASS WHICH THE CORPORATION IS AUTHORIZED TO ISSUE AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO SET THE RELATIVE RIGHTS AND PREFERENCES OF ANY SERIES OF CAPITAL STOCK WILL BE FURNISHED TO ANY SHAREHOLDER WITHOUT CHARGE UPON REQUEST TO THE SECRETARY Of THE CORPORATION AT THE CORPORATION’S PRINCIPAL OFFICE.

     The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	—	as tenants in common	UNIF GIFT MIN ACT —		Custodian
TEN ENT	—	as tenants by the entireties		(Cust)		(Minor)
JT TEN	—	as joint tenants with right		Under Uniform Gifts to Minors Act
		of survivorship and not as
		tenants in common
				(State)

Additional Abbreviations may also be used though not in the above list.

For value received, hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
Please print or typewrite name and address, including zip code, of assignee
	Shares
of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
	Attorney
to transfer the said stock on the books of the within-named Corporation will full power of substitution in the premises.

Dated

Signature(s) Guaranteed By:

Signature(s)
	Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.

EX-2.(D)(4)

Exhibit 2(d)(4)

PREFERRED STOCK	PREFERRED STOCK
PAR VALUE $0.001

CERTIFICATE
NUMBER		SHARES
WWWW-___		**___**
	THE MEXICO EQUITY AND INCOME FUND, INC.
	INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND

THIS CERTIFIES THAT	CUSIP 592834 20 4
	see reverse for certain definitions
is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF THE PREFERRED STOCK OF THE PAR VALUE OF $0.001 OF

The Mexico Equity and Income Fund, Inc. (hereinafter called the “Corporation”), transferable on the books of the Corporation by the registered holder hereof in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned and registered by the Transfer Agent and registered by the Registrar or its designated Agent.

In Witness Whereof, the Corporation has caused the facsimile signatures of its duly authorized officers and its facsimile seal to be affixed hereto.

			DATED
	THE MEXICO EQUITY AND		COUNTERSIGNED AND REGISTERED:
PRESIDENT	INCOME FUND, INC.		COMPUTERSHARE INVESTOR SERVICES, LLC.
	CORPORATE		(CHICAGO)
	SEAL		TRANSFER AGENT AND REGISTRAR
		1990
	MARYLAND
			By
SECRETARY				AUTHORIZED SIGNATURE

THE MEXICO EQUITY AND INCOME FUND, INC.

A FULL STATEMENT OR SUMMARY OF THE DESIGNATIONS AND ANY PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS, QUALIFICATIONS AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH CLASS WHICH THE CORPORATION IS AUTHORIZED TO ISSUE AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO SET THE RELATIVE RIGHTS AND PREFERENCES OF ANY SERIES OF CAPITAL STOCK WILL BE FURNISHED TO ANY SHAREHOLDER WITHOUT CHARGE UPON REQUEST TO THE SECRETARY Of THE CORPORATION AT THE CORPORATION’S PRINCIPAL OFFICE.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to application laws or regulations:

TEN COM	—	as tenants by the entireties	UNIF GIFT MIN ACT—		Custodian
				(Cust)		(Minor)
TEN ENT	—	as tenants by the entireties	under Uniform Gifts to Minors Act
					(State)
JT TEN	—	as joint tenants with right of survivorship	UNIF TRF MIN ACT—		Custodian (until age)
		and not as tenants in common		(Cust)		(Minor)
			under Uniform Gifts to Minors Act
					(State)

     Additional abbreviations may also be used though not in the above list.

	PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
For value received, hereby sell, assign and transfer unto

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)
	Shares
of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
	Attorney
to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises.

Dated:	20
Signature:
Signature:
	Notice:	The signature to this assignment must correspond with the name as written upon the face of the certificate, in every particular, without alteration or enlargement, or any change whatever.

Signature(s) Guaranteed: Medallion Guarantee Stamp

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15