The Mexico Equity and Income Fund, Inc.
Form N-SAR Report for the Period Ended 1/31/15
Item 77-C (1)
Results of Annual Stockholders Meeting
The Fund's Annual Stockholders meeting was held on December 18, 2014, at the offices
of U.S. Bancorp Fund Services, 777 E. Wisconsin Avenue, Milwaukee, WI 53202. As of
October 16, 2014, the record date, outstanding shares of common and preferred stock
were 6,773,293 and 48,535 respectively. Holders of 5,872,614 shares of the Fund were
present at the meeting either in person or by proxy. These holders, as being holders of a
majority of the outstanding shares of the Fund, constituted a quorum. The stockholders
voted on two proposals. The stockholders elected two Directors to the Board of Directors
and approved an Amendment to the Fund's Amended and Restated By-Laws regarding
claims that may be brought by a stockholder against the Fund, its officers and directors.
The following table provides information concerning the matters voted on at the meeting:
I. Election of Directors
Votes For Votes Withheld
(01) Phillip Goldstein 5,704,412 168,202
(02) Maria Eugenia Pichardo 4,204,788 1,667,826
II. Approval of an Amendment to Amended and Restated By-Laws
Votes For Votes Against Abstain
1,664,324 556,351 1,574,808
EX-99.77Q1 OTHER EXHB
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
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 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 Corporations 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
Secretary
/s/ Maria Eugenia Pichardo
President
EX-99.77Q1 OTHER EXHB
THE MEXICO EQUITY AND INCOME FUND, INC.
CERTIFICATE OF CORRECTION
(Under Section 4A-205 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: The document to be corrected is the Articles Supplementary.
THIRD: The Articles Supplementary was filed on November 9, 2005.
FOURTH: The provision in the document, Article FOURTH (a)(iii),
as filed is as follows:
"(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."
FIFTH: The provision in the document, Article FOURTH (a) (iii), as corrected is as follows:
"(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 then-current net asset value 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."
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Correction to
be signed in its name and on its behalf by its President and attested to by its Secretary on
this 2nd day of December, 2005.
ATTEST: The Mexico Income and Equity Fund, Inc.
/s/ Francisco Lopez
Secretary
/s/ Maria Eugenia Pichardo
President
EX-99.77Q1 OTHER EXHB
THE MEXICO EQUITY AND INCOME FUND, INC.
AMENDED AND RESTATED
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
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 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) 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. Notwithstanding
the foregoing, at the written request of a holder of shares of the preferred stock, the
Corporation shall convert any or all shares of such holder's preferred stock to shares of the
Corporation's common stock, the number of shares to be determined by the relative net asset
value of the preferred and common stock. Holders of the preferred stock shall have no conversion
rights other than those provided for by this subsection (a)(vi)(A).
(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
6th day of December, 2007.
ATTEST: The Mexico Income and Equity Fund, Inc.
/s/ Francisco Lopez
Secretary
/s/ Maria Eugenia Pichardo
President
EX-99.77Q1 OTHER EXHB
THE MEXICO EQUITY AND INCOME FUND, INC.
CERTIFICATE OF CORRECTION
(Under Section 4A-205 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: The document to be corrected is the Amended and Restated Articles Supplementary.
THIRD: The Amended and Restated Articles Supplementary was filed on December 7, 2007.
FOURTH: The provision in the document, Article FOURTH (a) (iii), as filed is as follows:
"(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."
FIFTH: The provision in the document, Article FOURTH (a) (iii), as
corrected is as follows:
"(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
then-current net asset value 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."
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Correction to
be signed in its name and on its behalf by its President and attested to by its
Secretary on this 15th day of January, 2015.
The undersigned certify under the penalties of perjury that to the best of their
knowledge, information and belief, the matters and facts set forth in this Certificate
of Correction with respect to the approval thereof are true in all material respects.
ATTEST:
THE MEXICO INCOME AND EQUITY FUND INC.
/s/ Luis Calzada
Luis Calzada
Secretary
/s/ Maria Eugenia Pichardo
Maria Eugenia Pichardo
President