FORM N-23C-3
NOTIFICATION OF REPURCHASE OFFER
PURSUANT TO RULE 23C-3
1. Investment Company Act File Number: 811-03170
Date of Notification: December 30, 2002
2. Exact name of investment company as specified in registration
statement.
THE MEXICO FUND, INC.
3. Address of principal executive office:
1775 I STREET, NW, SUITE 1100
WASHINGTON, DC 20006
4. Check one of the following:
A. [X] The notification pertains to a periodic repurchase offer
under paragraph (b) of Rule 23c-3.
B. [ ] The notification pertains to a discretionary repurchase
offer under paragraph (c) of Rule 23c-3.
C. [ ] The notification pertains to a periodic repurchase offer
under paragraph (b) of Rule 23c-3 and a discretionary
repurchase offer under paragraph (c) of Rule 23c-3.
BY:
-----------------------------
NAME: Jose Luis Gomez Pimienta*
TITLE: President
*BY: /s/ Sander M. Bieber
-----------------------------
Sander M. Bieber
Attorney-in-Fact
THE MEXICO FUND, INC.
1775 I Street, NW, Suite 1100
Washington, DC 20006
REPURCHASE OFFER NOTICE
To All Shareholders of The Mexico Fund, Inc.:
The Mexico Fund, Inc. (the "Fund") is offering to repurchase its shares (the
"Repurchase Offer") in an amount up to five percent (5%) of the Fund's issued
and outstanding shares of common stock, par value $1.00 per share, in exchange
for a pro-rata portion of each of the securities (other than fixed income
securities with maturities of less than one year, securities with transfer
restrictions and certain illiquid securities) ("Portfolio Securities") held in
the Fund's investment portfolio, subject to adjustment for fractional shares
and odd lots, at a price equal to the per share net asset value in U.S. Dollars
as of the close of regular trading on the New York Stock Exchange on January
29, 2003 (the "Repurchase Pricing Date"), reduced by a 2% repurchase price
adjustment (the "Repurchase Price Adjustment"), for a repurchase price equal to
98% of the per share net asset value (the "Repurchase Price"). The Repurchase
Offer is subject to the terms and conditions set forth in this Repurchase Offer
Notice dated December 30, 2002 and the related Repurchase Request Form. The
Fund will offer to repurchase no less than five percent (5%) of its outstanding
shares during each fiscal year. Periodic repurchases will occur at three, six,
or 12 month intervals as determined by the Board of Directors (the "Board") in
its discretion. The Board of Directors anticipates that the Fund's fourth
repurchase offer will occur towards the end of the Fund's third fiscal quarter
in July 2003 for an amount yet to be determined.
If shareholders tender for repurchase more Fund shares than the number of
shares that the Fund is offering to repurchase, the Fund may (but is not
obligated to) increase the number of shares that the Fund is offering to
purchase by up to two percent (2%) of the number of shares outstanding on the
Repurchase Request Deadline. If the number of shares tendered for repurchase
exceeds the number of shares which the Fund is offering to repurchase, the Fund
will repurchase tendered shares on a pro-rata basis. The Fund may, in its
discretion, accept all shares tendered by shareholders who own fewer than 100
shares and tender all their shares for repurchase in this Repurchase Offer,
before pro-rating the shares tendered by other shareholders. There can be no
assurance that the Fund will be able to repurchase all the shares that you
tender even if you tender all the shares that you own. In the event of an
oversubscribed Repurchase Offer, you may be unable to liquidate some or all of
your investment at the Repurchase Price. You may have to wait until a
subsequent repurchase offer to tender shares that the Fund was unable to
repurchase, and you would be subject to the risk of net asset value
fluctuations during that time.
IF YOU ARE NOT INTERESTED IN SELLING ANY OF YOUR SHARES AT THIS TIME, YOU DO
NOT NEED TO DO ANYTHING. THIS REPURCHASE OFFER IS NOT PART OF A PLAN TO
LIQUIDATE THE FUND. SHAREHOLDERS ARE NOT REQUIRED TO PARTICIPATE IN 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 and to enhance shareholder value.
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
Repurchase Offer also is intended to insulate shareholders who choose not to
participate from bearing any portion of the unrealized capital gains of the
Fund which would be realized if the Fund sold the Portfolio Securities in order
to satisfy repurchase requests in cash.
PARTICIPATION IN THE REPURCHASE OFFER WILL RESULT IN THE RECEIPT OF MEXICAN
SECURITIES IN EXCHANGE FOR SHARES OF THE FUND. IF YOU DO NOT WISH TO RECEIVE
MEXICAN SECURITIES YOU SHOULD NOT PARTICIPATE IN THE REPURCHASE
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OFFER. YOU MAY SELL YOUR SHARES ON THE NEW YORK STOCK EXCHANGE AT THE CURRENT
MARKET PRICE AT ANY TIME.
THE REPURCHASE OFFER EXPIRES AT 5:00 P.M., NEW YORK CITY TIME, ON
JANUARY 22, 2003, UNLESS EXTENDED (THE "REPURCHASE REQUEST DEADLINE"). The Fund
is mailing materials for the Repurchase Offer to record holders as of
December 23, 2002, on or about December 30, 2002. 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").
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. As of December 23, 2002, there were 15,931,321 Fund shares
issued and outstanding, the net asset value per share was $13.99, and the
market price per share was $12.10, representing a 13.51% discount from the net
asset value per share. The Fund does not expect that the number of Fund shares
issued and outstanding will be materially different on the Repurchase Request
Deadline. The Repurchase Offer is an alternative means to permit you to sell
your shares to the Fund in exchange primarily for Portfolio Securities. You may
continue to purchase and sell Fund shares in cash transactions over the New
York Stock Exchange.
You can obtain the current net asset value and market price 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.
If you desire to participate in the Repurchase Offer, you should either
(1) complete and sign the Repurchase Request Form 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 Repurchase
Request Form; 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 or other nominee may wish
to consult with such an entity to facilitate their participation in the
Repurchase Offer and fulfill the requirements for participation. In addition to
the two percent (2%) Repurchase Price Adjustment, shareholders 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 Notice, including expenses associated with
the establishment of a Mexican brokerage or custodial account.
You may, of course, elect to keep your shares of the Fund at this time, in
which case you may disregard this notice and the attached forms. PLEASE
REMEMBER THAT YOU ARE NOT OBLIGATED TO DO ANYTHING WITH YOUR SHARES OF THE FUND
AT THIS TIME.
1. Terms of the Repurchase Offer; Repurchase Request Deadline.
Upon the terms and conditions set forth herein, the Fund will accept for
payment, and repurchase, up to five percent (5%) of the Fund's issued and
outstanding shares of common stock, or 796,566 shares in the aggregate, validly
submitted for repurchase on or prior to 5:00 p.m., New York City time, on the
Repurchase Request Deadline and not withdrawn as permitted by Section 4. A
shareholder may submit for repurchase some or all of the Fund shares owned by
the shareholder.
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If shareholders tender for repurchase more Fund shares than the number of
shares that the Fund is offering to repurchase, the Fund may (but is not
obligated to) increase the number of shares that the Fund is offering to
purchase by up to two percent (2%) of the number of shares outstanding on the
Repurchase Request Deadline. If the number of shares tendered for repurchase
exceeds the number of shares which the Fund is offering to repurchase, the Fund
will repurchase tendered shares on a pro-rata basis. The Fund may, in its
discretion, accept all shares tendered by shareholders who own fewer than 100
shares and tender all their shares for repurchase in this Repurchase Offer,
before pro-rating the shares tendered by other shareholders. There can be no
assurance that the Fund will be able to repurchase all the shares that you
tender even if you tender all the shares that you own. In the event of an
oversubscribed Repurchase Offer, you may be unable to liquidate some or all of
your investment at the Repurchase Price. You may have to wait until a
subsequent repurchase offer to tender shares that the Fund was unable to
repurchase, and you would be subject to the risk of net asset value
fluctuations during that time.
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 establishing a Mexican brokerage or custodial account (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 6 of this Repurchase Offer
Notice.
Repurchase proceeds will be paid on February 5, 2003, or within seven days
after the Repurchase Pricing Date, determined in accordance with Rule
23c-3(a)(4) under the Investment Company Act of 1940, as amended (the
"Investment Company Act") (the "Repurchase Payment Deadline"). The Portfolio
Securities may increase or decrease in value between the Repurchase Pricing
Date and the Repurchase Payment Deadline, as well as during the period you hold
your Portfolio Securities. The Board may only suspend or postpone the
Repurchase Offer in accordance with the circumstances outlined in Section 8 of
this Repurchase Offer Notice.
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 Repurchase Request Deadline and not properly
withdrawn in accordance with Section 4 of this Repurchase Offer Notice, within
seven days of the Repurchase Pricing 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 Repurchase Request
Form (or facsimile thereof), and any other documents required by the Repurchase
Request Form.
The net asset value of Fund shares for repurchases must be determined no
later than 14 days after the Repurchase Request Deadline pursuant to Rule
23c-3(a)(5) under the Investment Company Act. Payment for the shares will be
based on the Fund's net asset value per share calculated at the Repurchase
Pricing Date. The net asset value of the shares may fluctuate between the
Repurchase Request Deadline and the Repurchase Pricing Date, and there can be
no assurance that the net asset value of the shares on the Repurchase Pricing
Date will be as high as the net asset value of the shares on the Repurchase
Request Deadline.
Pursuant to Rule 23c-3(a)(5)(iii) under the Investment Company Act, the
Fund, in its discretion, reserves the right to use an earlier repurchase
pricing date if, on or immediately following the Repurchase Request Deadline,
it appears that the earlier date is unlikely to create a significant dilution
in either shares that are tendered or those that are not tendered for
repurchase. The Fund expressly reserves the right, in its sole discretion, to
delay the
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acceptance for payment of, or payment for, Fund shares, in order to comply, in
whole or in part, with any applicable law.
The sale proceeds of the Repurchase Offer will be paid in a pro-rata portion
of the 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 (in Mexican
pesos) 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.
Portfolio Securities distributed as proceeds for participation in the
Repurchase Offer will be valued in the same manner as they would be valued for
the purposes of computing the Fund's net asset value on the Repurchase Pricing
Date. In the case of Portfolio Securities traded on a public securities market
for which quotations are available, this means their last reported sales price
on the exchange on which the securities are primarily traded (with respect to
Portfolio Securities traded on the Mexican Stock Exchange, the last reported
closing price), or, if the securities are not listed on an exchange or the
national securities market, or if there is no such reported price, the average
of the most recent bid and asked price (or, if no such asked price is
available, the last quoted bid prices). The Portfolio Securities distributed to
shareholders pursuant to the Repurchase Offer will be limited to securities
that are traded on a public securities market or for which quoted bid and asked
prices are available.
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 cancel shares submitted in the Repurchase
Offer and the Fund's custodian will transfer the Portfolio Securities to the
Mexican Accounts within seven days of the Repurchase Pricing Date. By
participating in this Repurchase Offer, you assume these market risks. 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 7 of this
Repurchase Offer Notice.
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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.
3. Procedure for Participating in the Repurchase Offer.
A. Proper Presentation of Shares for Repurchase.
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, (a) the
Depository must receive, prior to the Repurchase Request Deadline, at the
address set forth on the last page of this Repurchase Offer Notice, either (i)
a properly completed and duly executed Repurchase Request Form, together with
any required signature guarantees, and any other documents required by the
Repurchase Request Form including any required tax information, or (ii) in the
case of a book-entry transfer, an Agent's Message (as defined below) and DTC
Election Form, and either the certificate for Fund shares must be transmitted
to and received by the Depositary at its address set forth on the last page of
this Repurchase Offer Notice 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 Repurchase Request
Deadline.
Repurchase Request Forms and certificates representing Fund shares presented
for repurchase 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 repurchase request
documents in order to have validly presented Fund shares for participation in
the Repurchase Offer. The forms for these instructions appear in the Repurchase
Request Form 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 repurchase by completing the
appropriate section of the Repurchase Request Form 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 who submitted the shares for repurchase that such participant has
received and agrees to be bound by the terms of the Repurchase Request Form and
that the Fund may enforce such agreement against such participant.
B. Signature Guarantees and Method of Delivery.
No signature guarantee is required on the Repurchase Request Form if (a) the
Repurchase Request Form 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)
5
of Fund shares presented for repurchase, or (b) Fund shares are presented for
repurchase 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
Repurchase Request Form must be guaranteed by an Eligible Institution. See
Instruction 5 of the Repurchase Request Form.
If the Repurchase Request Form is signed by the registered holder(s) of the
Fund shares submitted for repurchase, the signature(s) 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 repurchase are owned of record by
two or more joint owners, all such owners must sign the Repurchase Request Form.
If any of the Fund shares presented for repurchase are registered in
different names on several certificates, it will be necessary to complete, sign
and submit as many separate Repurchase Request Forms as there are different
registrations of certificates.
If the Repurchase Request Form 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.
If the Repurchase Request Form is signed by the registered holder(s) of the
Fund shares transmitted, no endorsements of certificates or separate stock
powers are required unless proceeds from the Repurchase Offer are to be sent
to, or certificates for Fund shares which are not purchased are to be issued in
the name of, a person other than the registered holder(s). Signatures on the
certificates or stock powers must be guaranteed by an Eligible Institution.
If the Repurchase Request Form is signed by a person other than the
registered holder(s) of the certificate(s) listed, the certificate(s) must be
endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name(s) of the registered holder(s) appears on the
certificate(s) for such Fund shares. Signatures on the certificates or stock
powers must be guaranteed by an Eligible Institution.
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 Notice (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 repurchase 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 the
Authorization Instructions Form must be transmitted to and received by the
Depositary at the address set forth on the last page of this Repurchase Offer
Notice before the Repurchase Request Deadline 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.
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D. Guaranteed Delivery Procedure.
If certificates for Fund shares are not immediately available or time will
not permit the Repurchase Request Form and other required documents to reach
the Depositary prior to the Repurchase Request Deadline, Fund shares may be
properly submitted for repurchase provided that:
(i) the submission is made by or through an Eligible Institution, as
defined above;
(ii) a properly completed and executed Notice of Guaranteed Delivery, DTC
Delivery Election Form and the Authorization Instructions Form, substantially
in the form provided by the Fund, is received by the Depositary by the
Repurchase Request Deadline; and
(iii) the Fund share certificates evidencing all Fund shares, in proper
form for transfer, or a Book-Entry confirmation, together with the Repurchase
Request Form 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 Repurchase Request Form, 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
Repurchase Request Form (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 Repurchase Request Form. 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 repurchase 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 repurchase 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 repurchase,
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 REPURCHASE REQUEST, AND NONE OF THEM WILL INCUR ANY LIABILITY FOR FAILURE TO
DO SO.
The method of delivery of Fund shares, the Repurchase Request Form, 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
7
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 Repurchase Request Form. Certain U.S.
shareholders (including, among others, all corporations) are not subject to
these backup withholding requirements.
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 Repurchase Request Form.
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 7 of this Repurchase Offer Notice.
4. Withdrawal Rights.
A request for repurchase of Fund shares made pursuant to the Repurchase
Offer may be withdrawn at any time prior to the Repurchase Request Deadline.
Additionally, the amount of shares offered for repurchase may be increased or
decreased by the shareholder prior to the Repurchase Request Deadline. After
the Repurchase Request Deadline (including any date to which the Repurchase
Offer is extended) all repurchase requests made pursuant to the Repurchase
Offer are irrevocable. The net asset value of the Fund may increase or decrease
between the Repurchase Request Deadline and the Repurchase Pricing Date, and
between the Repurchase Pricing Date and the Repurchase Payment Deadline.
To be effective, a written, telegraphic or facsimile transmission notice of
withdrawal must be timely received by the Depositary at the address set forth
on the last page of this Repurchase Offer Notice. Any notice of withdrawal must
specify the name of the person who executed the particular Repurchase Request
Form 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 Notice, 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 repurchase, 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 Notice.
8
5. 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 repurchase, and the Repurchase Price will be
determined on the Repurchase Pricing Date. The Fund will value the Portfolio
Securities to be distributed to shareholders in the same manner the Fund uses
to compute its net asset value. The Fund has the resources necessary to make
payment for Fund shares submitted for repurchase in the Repurchase Offer since
the Fund will distribute Portfolio Securities to shareholders participating in
the Repurchase Offer. For amounts that are expected to be distributed in cash
(in Mexican pesos), the Fund will maintain an equal amount of securities that
can be readily converted to cash, for approximately the price at which the Fund
has valued the investment within a period between the Repurchase Request
Deadline and the Repurchase Payment Deadline, from the time of the Repurchase
Offer Notice until the Repurchase Pricing Date.
Participating shareholders may experience a delay in the re-registration 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
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 or about the Repurchase Pricing Date.
In addition to the two percent (2%) Repurchase Price Adjustment, 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.
Under no circumstances will the Fund pay interest to participating
shareholders for Fund shares repurchased 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
repurchase 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 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 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.
9
Because the proceeds of the Repurchase Offer are Portfolio Securities, the
Fund will not experience the typical effects associated with a cash repurchase
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. 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 as well as the implications of owning Portfolio
Securities.
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. 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. 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. 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 are encouraged to consult with their financial and tax advisors
regarding these issues.
The value of the Portfolio Securities may decrease or increase between the
Repurchase Request Deadline and the Repurchase Pricing Date, and between the
Repurchase Pricing Date and the actual receipt of Portfolio Securities in the
Mexican Account. By participating in this Repurchase Offer, you assume these
market risks.
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.
10
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.
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) lesser liquidity and smaller market capitalization of the Mexican
securities markets; (2) currency fluctuations; (3) higher rates of inflation
and domestic interest rates; and (4) 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 as of
November 30, 2002 amounted to approximately 106 billion U.S. Dollars, compared
to 220 billion U.S. Dollars in February 1994, and the dollar value of daily
trading activity averaged 119.1 million U.S. Dollars from January to November
2002 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 November 2002 was produced
by 13 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
shareholder 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 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 upgraded to an
"investment-grade" rating by the three most prominent rating agencies,
including Standard and Poor's Rating Group, 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, and 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 Mexican
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.
11
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 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.
Entitlement to Dividends. Shareholders participating in the Repurchase
Offer will receive any dividends declared by any of the Fund's portfolio
companies between the Repurchase Pricing Date and the Repurchase Payment
Deadline.
Tax Consequences of Participating and Retaining or Disposing of Portfolio
Securities. Participation in the Repurchase Offer is a taxable event and
participating shareholders will recognize a gain or loss upon receipt of the
Portfolio Securities. Additionally, the disposition of the Portfolio Securities
represents a separate taxable event and shareholders will recognize a taxable
gain or loss at the time of sale based upon the difference in the value of the
Portfolio Securities received 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 Fund expense ratio increase
because there will be fewer Fund shares issued and outstanding as a result of
the repurchases. 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 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.
12
7. 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 repurchase 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
"U.S. 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 repurchase proceeds (i.e., the Portfolio Securities).
If a repurchase satisfies any of paragraphs (1), (2), (3), or (4) of Code
Section 302(b), the repurchase proceeds shall be treated as payment for the
stock that is redeemed, i.e., the repurchase 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%. 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 repurchase 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 to the extent of the Fund's earnings
and profits. In addition, if certain shareholders receive dividend treatment
(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 repurchase shall be
accorded exchange treatment if the repurchase:
(1) is "not essentially equivalent to a dividend;"
(2) is "substantially disproportionate" with respect to the shareholder;
(3) is "in complete repurchase" 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.
13
In all cases, a shareholder offering shares for repurchase 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.
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
repurchased 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.
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 Repurchase Request Form, 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 (the "IRS") that the shareholder
is subject to backup withholding as a result of an underreporting interest or
dividends, or (C) the IRS 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 taxpayer identification number ("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 repurchase 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 repurchase 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 will be subject to dividend tax withholding at a 30%
rate or a lower applicable tax treaty rate on the gross proceeds of the
repurchase received by such shareholder, if the proceeds are treated as a
"dividend" under the rules described above. Since the tax status of the
Repurchase Offer as a dividend is not certain to the Fund at the time of
payment, the Fund intends to withhold a portion of the proceeds as if the
proceeds constitute a dividend. In that case, the shareholder offering shares
for repurchase 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 advisors regarding
application of these withholding rules.
14
Non-U.S. Shareholders should provide the Depositary with a completed Form
W-8. A copy of Form W-8 is provided with the Repurchase Request Form 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 advisors with
respect to the particular consequences to them of a repurchase of shares
pursuant to the Repurchase Offer.
8. Suspension or Postponement of Repurchase Offer.
Notwithstanding any other provision of the Repurchase Offer, the Board of
Directors of the Fund may suspend or postpone this Repurchase Offer only by a
majority vote of the Directors (including a majority of the disinterested
Directors) and only: (1) if such transactions, if consummated, would impair the
Fund's status as a regulated investment company under the Subchapter M of the
Code; (2) if the repurchase would cause the shares to be neither listed on any
national securities exchange nor quoted on any inter-dealer quotation system of
a national securities association; (3) for any period during which the Bolsa
Mexicana de Valores, S.A. de C.V., the New York Stock Exchange, or any other
market where the Fund's Portfolio Securities are principally traded is closed
(other than customary weekend and holiday closings), or during periods which
trading in such markets is restricted; (4) for any period during which an
emergency exists as a result of which disposal by the Fund of its Portfolio
Securities is not reasonably practicable, or during which it is not reasonably
practicable for the Fund to determine net asset value; (5) if consummation of
the Repurchase Offer, as determined by the Board of Directors in its reasonable
discretion, would be deemed a "Rule 13e-3 transaction" (as defined by Rule
13e-3 under the Securities Exchange Act of 1934, as amended); or (6) for such
other periods as the United States Securities and Exchange Commission may by
order permit for the protection of shareholders of the Fund.
If the Repurchase Offer is suspended or postponed, the Fund will provide
notice to shareholders of such suspension or postponement. If the Fund renews
the Repurchase Offer, the Fund will send a new notification to each shareholder
with details concerning the terms and conditions of the renewed Repurchase
Offer.
9. Fees and Expenses of the Fund.
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.
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. Additionally, Impulsora del Fondo Mexico, S.A.
de C.V., the Fund's investment adviser, and Bancomer, S.A., the Fund's
custodian, will receive fees for services rendered in connection with the
Repurchase Offer.
10. Miscellaneous.
The Repurchase Offer is not being extended to (nor will repurchase 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.
15
11. Contacting the Depositary and the Information Agent.
The Repurchase Request Form, 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
Any questions or requests for assistance or additional copies of the
Repurchase Offer Notice, the Repurchase Request Form, 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.
December 30, 2002
16
THE MEXICO FUND, INC.
Repurchase Offer
SUMMARY TERM SHEET
The Mexico Fund, Inc. (the "Fund") is offering to repurchase its shares (the
"Repurchase Offer") in an amount up to five percent (5%) of the Fund's issued
and outstanding shares of common stock at the per share net asset value in U.S.
Dollars, reduced by a repurchase price adjustment of 2% (the "Repurchase Price
Adjustment"), for a repurchase price of 98% of net asset value (the "Repurchase
Price") on the Repurchase Pricing Date (defined below), in exchange for
Portfolio Securities (defined below) of the Fund. You will be receiving with
this term sheet, or through your broker, various documents regarding the
Repurchase Offer.
PARTICIPATION IN THE REPURCHASE OFFER WILL RESULT IN THE RECEIPT OF MEXICAN
SECURITIES IN EXCHANGE FOR SHARES OF THE FUND. IF YOU DO NOT WISH TO RECEIVE
MEXICAN SECURITIES YOU SHOULD NOT PARTICIPATE IN THE REPURCHASE OFFER. YOU MAY
SELL YOUR SHARES ON THE NEW YORK STOCK EXCHANGE AT THE CURRENT MARKET PRICE AT
ANY TIME.
The Fund will offer to repurchase no less than five percent (5%) of the
Fund's outstanding shares during each fiscal year. Periodic repurchases will
occur at three, six, or 12 month intervals as determined by the Board of
Directors in its discretion. The Board of Directors anticipates that the Fund's
fourth repurchase offer will occur towards the end of the Fund's third fiscal
quarter in July 2003 for an amount not yet determined. Subsequent intervals and
repurchase offer amounts will be determined by the Board of Directors in its
discretion.
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 Notice dated
December 30, 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 January
22, 2003, unless extended (the "Repurchase Request Deadline"). The Repurchase
Pricing Date is the close of regular trading on the New York Stock Exchange on
January 29, 2003 (the "Repurchase Pricing 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).
THIS REPURCHASE OFFER IS NOT PART OF A PLAN TO LIQUIDATE THE FUND. YOU ARE NOT
OBLIGATED TO DO ANYTHING WITH YOUR FUND SHARES AT THIS TIME.
What is the Repurchase Offer?
The Repurchase Offer is an opportunity to redeem your Fund shares. The Fund
will repurchase up to five percent (5%) of its outstanding shares at the Fund's
net asset value, reduced by the Repurchase Price Adjustment of 2%, for a
Repurchase Price of 98% of net asset value. You receive Mexican portfolio
securities held by the Fund in exchange for your shares.
The main components of the Repurchase Offer include:
a) the repurchase of Fund shares at the Fund's net asset value per share,
reduced by the Repurchase Price Adjustment of 2%, for a Repurchase Price of 98%
of net asset value, determined on the Repurchase Pricing 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, the Fund will conduct repurchases at
periodic intervals as determined in the sole discretion of the Board of
Directors.
What action do I need to take if I decide not to submit my shares for
repurchase in the Repurchase Offer?
None. You are not obligated to do anything with your Fund shares at this
time. This Repurchase Offer is not part of a plan to liquidate the Fund.
What is the purchase price for Fund shares in the Repurchase Offer and how is
it calculated?
The purchase price is the Fund's net asset value per share as determined at
the close of trading on the New York Stock Exchange on the Repurchase Pricing
Date, reduced by the 2% Repurchase Price Adjustment, for a Repurchase Price of
98% of the per share net asset value.
What does 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.
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 December 23, 2002, the net asset value per share was $13.99 and the last
reported sales price of a Fund share on the New York Stock Exchange was $12.10.
No one can accurately predict the net asset value per share on a future
date. The net asset value may increase or decrease between the Repurchase
Request Deadline and the Repurchase Pricing Date, and between the Repurchase
Pricing Date and the receipt of Portfolio Securities in the Mexican Account (as
defined below). By participating in this Repurchase Offer, you assume these
market risks.
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, participating shareholders would receive a pro-rata portion
of shares of Mexican companies in which the Fund has invested (other than
short-term fixed income securities, securities with transfer restrictions and
certain illiquid securities) ("Portfolio Securities"), subject to adjustment
for fractional shares and odd lots, and any cash held by the Fund, equal to the
number of shares of the Fund submitted. The value of the Portfolio Securities
may decrease or increase between the Repurchase Request Deadline and the
Repurchase Pricing Date, and between the Repurchase Pricing Date and the actual
receipt of the Portfolio Securities in the Mexican Account (see below).
2
How do I submit shares for repurchase if I want to participate in the
Repurchase Offer?
You should review the Repurchase Offer Notice 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 Repurchase Request Form, complete
it and submit any other documents required by the Repurchase Request Form.
These materials must be received by the Depositary, in proper form, by the
Repurchase Request Deadline. Alternatively, you could contact a U.S. broker or
dealer and deposit your 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
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 Repurchase Request Deadline.
See Section 3 of the Repurchase Offer Notice.
Participating shareholders should carefully ensure all information required
in order to participate in the Repurchase Offer, including information
regarding the Mexican Account, 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 Repurchase Request Deadline.
The Repurchase Offer is for up to five percent (5%) of the Fund's issued and
outstanding shares of common stock. If shareholders tender for repurchase more
Fund shares than the number of shares that the Fund is offering to repurchase,
the Fund may (but is not obligated to) increase the number of shares that the
Fund is offering to purchase by up to two percent (2%) of the number of shares
outstanding on the Repurchase Request Deadline. If the number of shares
tendered for repurchase exceeds the number of shares which the Fund is offering
to repurchase, the Fund will repurchase tendered shares on a pro-rata basis.
Will I know the identity of the Portfolio Securities I will be receiving if I
participate in the Repurchase Offer?
On or about the Repurchase Pricing Date, the Fund anticipates publishing 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.
Why is the Fund making the Repurchase Offer?
The Fund is making the Repurchase Offer 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. 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 net asset value per share, reduced
by the 2% Repurchase Price Adjustment, for the Repurchase Price of 98% of net
asset value. 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.
3
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 Notice.
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.
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 than to participate in the Repurchase Offer. See
Section 6 of Repurchase Offer Notice.
Before making a decision, you should weigh the advantages and disadvantages
of receiving the Repurchase Price 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 periodic basis so there would be
additional opportunities besides this Repurchase Offer.
You also would be investing directly in Mexican securities rather than
holding them indirectly through a U.S. mutual fund structure which may
aggravate the risks typically associated with a foreign investment. These risks
include: (1) lesser liquidity and smaller market capitalization of the Mexican
securities markets; (2) currency fluctuations; (3) higher rates of inflation
and domestic interest rates; and (4) less stringent disclosure requirements,
less available information regarding Mexican public companies and less active
regulatory oversight of Mexican public companies. 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 with your financial
advisor if you are contemplating participation in the Repurchase Offer. The
Portfolio Securities may increase or decrease in value between the Repurchase
Request Deadline and Repurchase Pricing Date, and between the Repurchase
Pricing Date and your receipt of the Portfolio Securities in the Mexican
Account as well as during the period you hold the Portfolio Securities. In
addition, Mexican public companies are subject to less stringent disclosure
standards and regulatory oversight than U.S. companies. Information available
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 6 of the
Repurchase Offer Notice.
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. See Section 7 of the Repurchase Offer Notice.
In addition, 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
4
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 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.
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.
Will I have to pay anything to participate in the Repurchase Offer?
The Repurchase Offer is subject to the two percent (2%) Repurchase Price
Adjustment that reduces the net proceeds payable under the Repurchase Offer.
Also, 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 Repurchase Request Deadline. 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 Repurchase
Request Deadline (including any extension period). See Section 4 of the
Repurchase Offer Notice.
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?
Yes. If shareholders tender for repurchase more Fund shares than the number
of shares that the Fund is offering to repurchase, the Fund may (but is not
obligated to) increase the number of shares that the Fund is offering to
purchase by up to two percent (2%) of the number of shares outstanding on the
Repurchase Request Deadline. If the number of shares tendered for repurchase
exceeds the number of shares which the Fund is offering to repurchase, the Fund
will repurchase tendered shares on a pro-rata basis. The Fund may, in its
discretion, accept all shares tendered by shareholders who own fewer than 100
shares and tender all their shares for repurchase in this Repurchase Offer,
before pro-rating the shares tendered by other shareholders. There can be no
assurance that the Fund will be able to repurchase all the shares that you
tender even if you tender all the
5
shares that you own. In the event of an oversubscribed Repurchase Offer, you
may be unable to liquidate some or all of your investment at the Repurchase
Price. You may have to wait until a subsequent repurchase offer to tender
shares that the Fund was unable to repurchase, and you would be subject to the
risk of net asset value fluctuations during that time.
When will the Portfolio Securities be transferred in exchange for 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 on February 5,
2003, or within seven days after the Repurchase Pricing Date. The value of the
Portfolio Securities may decrease or increase between the Repurchase Request
Deadline and the Repurchase Pricing Date, and between the Repurchase Pricing
Date and the actual receipt of the Portfolio Securities in the Mexican Account.
By participating in the Repurchase Offer, you assume these market risks. See
Section 1 of the Repurchase Offer Notice.
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 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 7 of the Repurchase Offer Notice 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 Repurchase Request Deadline is at 5:00 p.m., New York City time, on
January 22, 2003, unless extended. The Fund's Board of Directors may extend the
period of time the Repurchase Offer is open only: (1) in accordance with the
circumstances outlined in Rule 23c-3(b)(3) of the Investment Company Act of
1940, as amended; or (2) if during the course of the Repurchase Offer the Board
of Directors, in its reasonable discretion, determines that consummation of the
Repurchase Offer would be deemed a "Rule 13e-3 transaction" (as defined by such
rule under the Securities Exchange Act of 1934, as amended). See Section 8 of
the Repurchase Offer Notice.
Is there any reason shares submitted in the Repurchase Offer would not be
accepted?
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, which will thereafter transfer the
shares submitted to the Fund's custodian. The Fund's custodian will transfer
the Portfolio Securities to the Mexican Accounts on February 5, 2003 or within
seven days of the Repurchase Pricing 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
Notice, the Repurchase Request Form 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.
6
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
7
REPURCHASE REQUEST FORM
To Accompany Shares of Common Stock or Repurchase Request of Uncertificated
Shares
of
The Mexico Fund, Inc.
Presented for Repurchase Pursuant to the Repurchase Offer
Dated December 30, 2002
THE REPURCHASE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE ON
JANUARY 22, 2003, AT 5:00 P.M.,
NEW YORK CITY TIME, UNLESS THE REPURCHASE OFFER IS EXTENDED
(THE "REPURCHASE REQUEST DEADLINE").
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
---------------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF SHARES PRESENTED FOR REPURCHASE (See Instructions 4 and 5)
---------------------------------------------------------------------------------------------------------------------------------
Certificate(s) Presented for Repurchase
Name(s) and Address(es) of Registered Holder(s) Please fill in (Please include Shares held in dividend reinvestment plan)
exactly as name(s) appear(s) on 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 Repurchase
---------------------------------------------------------------------------------------------------------------------------------
* 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 repurchase--See Instruction 2.
[_] If any of your certificates have been mutilated, lost, stolen or destroyed,
check here and return this Repurchase Request Form 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.
DELIVERY OF THIS REPURCHASE REQUEST FORM TO AN ADDRESS OTHER THAN THAT
LISTED ABOVE IS NOT A VALID DELIVERY TO THE DEPOSITARY. YOU MUST ALSO SIGN THIS
REPURCHASE REQUEST FORM 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 REPURCHASE REQUEST FORM SHOULD BE READ CAREFULLY
BEFORE THIS REPURCHASE REQUEST FORM IS COMPLETED. THE METHOD OF DELIVERY OF
THIS REPURCHASE REQUEST FORM, 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 REPURCHASE REQUEST FORM, CERTIFICATES AND OTHER
DOCUMENTS TO BE TIMELY DELIVERED.
This Repurchase Request Form 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
Repurchase Request Form (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 Repurchase Request
Form 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 Repurchase Request Deadline, unless the party presenting
Shares for repurchase has satisfied the conditions for guaranteed delivery
described in Section 3 of the Repurchase Offer Notice dated December 30, 2002.
Repurchase proceeds will be reduced by a two percent (2%) repurchase price
adjustment ("Repurchase Price Adjustment"). Shareholders 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 Repurchase Request
Deadline may nevertheless submit their Shares for repurchase according to the
Guaranteed Delivery procedures set forth in Section 3 of the Repurchase Offer
Notice.
2
Ladies and Gentlemen:
The person(s) signing this Repurchase Request Form (the "Signor" or
"Shareholder") hereby expresses a desire to participate in the Repurchase Offer
and hereby requests 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 ("Portfolio Securities"), and cash held in
the Fund's investment portfolio on the Repurchase Pricing Date. The
consideration to be paid for each Share of the Fund presented for repurchase
will be equal to 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
Repurchase Pricing Date, reduced by a 2% repurchase price adjustment
("Repurchase Price Adjustment") for a repurchase price of 98% of NAV
("Repurchase Price"). This Repurchase Request Form is subject to the terms and
conditions described in the Repurchase Offer Notice dated December 30, 2002
(which Repurchase Offer Notice and Repurchase Request Form 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
repurchased, the Fund's portfolio composition at the time, market conditions
prevailing during the process, and the varying expenses associated with
establishing the necessary Mexican accounts 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 repurchase 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 Repurchase Request Deadline (other than Shares received pursuant to the
Fund's stock dividend payable on January 28, 2003)) 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 (other than Shares received pursuant to the Fund's stock dividend
payable on January 28, 2003)), 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 (other than Shares
received pursuant to the Fund's stock dividend payable on January 28, 2003)) or
transfer ownership of such Shares, together, in either such case, with all
accompanying evidence of transfer and authenticity to or upon the order of the
Fund; (b) present such Shares (and any such other dividends, distributions,
other Shares or securities or rights (other than Shares received pursuant to
the Fund's stock dividend payable on January 28, 2003)) for transfer on the
books of the Fund; and (c) 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 Repurchase Request Deadline (other than shares received pursuant to the
Fund's stock dividend payable on January 28, 2003)); (b) when and to the extent
the Fund accepts the Shares for repurchase, the Fund will acquire good,
3
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 Repurchase Request Deadline (other than
Shares received pursuant to the Fund's stock dividend payable on January 28,
2003)); and (d) the Signor has read and agreed to all of the terms of the
Repurchase Offer.
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
repurchase are in certificate form, the certificate(s) representing such Shares
must be returned together with this Repurchase Request Form.
The Signor recognizes that the Fund is offering to repurchase up to five
percent (5%) of its issued and outstanding shares of common stock. The Signor
further recognizes that if the number of shares tendered for repurchase exceeds
the number of Shares which the Fund is offering to repurchase, the Fund will
repurchase tendered shares on a pro-rata basis.
The Signor recognizes that the Fund may, in its discretion, accept all
shares tendered by shareholders who own fewer than 100 shares and tender all
their shares for repurchase in this Repurchase Offer, before pro-rating the
shares tendered by other shareholders.
The Signor recognizes that, under certain circumstances set forth in the
Repurchase Offer Notice, the Fund may terminate or amend the Repurchase Offer
or may not be required to repurchase any of the Shares presented for
repurchase. 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 Signor recognizes that Fund Shares received pursuant to the Fund's stock
dividend payable on January 28, 2003 will not be eligible to be tendered for
repurchase during this 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 repurchase (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 will not be verifying the accuracy of submissions. 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 Repurchase Request
Form shall survive the death or incapacity of the Signor and all obligations of
the Signor under this Repurchase Request Form shall be binding upon the heirs,
personal representatives, successors and assigns of the Signor. Except as
stated in the Repurchase Offer Notice, 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 REPURCHASE REQUEST FORM. FAILURE TO
FURNISH THE INFORMATION REQUESTED REGARDING ACCOUNT INFORMATION WILL RESULT IN
AN INCOMPLETE REPURCHASE 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., THE FUND'S
CUSTODIAN.
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: ____________, 2003
(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.
Name of Record Holder or DTC Participant (if shares held in "street name"):_____
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 (the "Repurchase Offer") in an amount up to five percent
(5%) of the Fund's issued and outstanding shares of common stock, in exchange
for a pro-rata portion of each of the securities (other than 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 (the "Portfolio Securities"), and cash held in
the Fund's investment portfolio representing consideration equal to the Fund's
shares' net asset value ("NAV"), reduced by a 2% repurchase price adjustment
("Repurchase Price Adjustment") for a repurchase price equal to 98% of NAV
("Repurchase Price"), determined as of the close of the regular trading session
of the New York Stock Exchange ("NYSE") on the Repurchase Pricing Date (as
defined in the Repurchase Offer Notice) of 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 and cash, 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 and cash 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 and cash will be BBVA Bancomer, S.A., the
Fund's Custodian. The Portfolio Securities and cash will be settled through
the Instituto Mexicano para el Deposito de Valores, S.A. ("Indeval"); and
7
(4) acknowledge that 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
Repurchase Request Form (a) if this Repurchase Request Form is signed by the
registered holder(s) of Shares presented for repurchase (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 repurchase 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 Repurchase Request Form must be guaranteed by an Eligible Institution. See
Instruction 5.
2. Delivery of Repurchase Request Form and Certificates; Guaranteed
Delivery Procedures. This Repurchase Request Form is to be used only (a) if
Shares are to be forwarded with this Repurchase Request Form; (b) if
uncertificated Shares held by the Fund's transfer agent pursuant to the Fund's
dividend reinvestment plan are to be presented for repurchase; or (c) if
transfers of Shares presented for repurchase 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 Notice. If transfers of Shares
presented for repurchase 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 Repurchase Request Form or facsimile thereof with any required
signature guarantees, any other documents required by this Repurchase Request
Form 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 Repurchase Request Deadline. 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 Repurchase Request Deadline, or whose Shares cannot be delivered
on a timely basis pursuant to the procedures for book-entry transfer prior to
the Repurchase Request Deadline, 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 Repurchase Request Deadline, 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 Notice. 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 Repurchase Request Form, all
other documents required by this Repurchase Request Form 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
Notice.
THE METHOD OF DELIVERY OF SHARE CERTIFICATES, THIS REPURCHASE REQUEST FORM,
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 REPURCHASE. 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 Repurchase Request
Form (or a photocopy bearing original signature(s) and any required signature
guarantees), and any other documents required by this Repurchase Request Form
to be delivered in accordance with the Repurchase Offer.
9
The Fund will not accept any alternative, conditional or contingent
repurchase requests. All shareholders, brokers, dealers, commercial banks,
trust companies and other nominees, by execution of this Repurchase Request
Form (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 Repurchase Request Form. 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 Repurchase
Request Form.
5. Signatures on Repurchase Request Form, Authorizations, and
Endorsements. If this Repurchase Request Form is signed by the registered
holder(s) of the Shares presented for repurchase, the signature(s) 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 repurchase are owned of record by two or
more joint owners, all of the owners must sign this Repurchase Request Form. If
any of the Shares presented for repurchase are registered in different names on
several certificates, it will be necessary to complete, sign and submit as many
separate Repurchase Request Forms as there are different registrations of
certificates.
If this Repurchase Request Form 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.
If the Repurchase Request Form is signed by the registered holder(s) of the
Shares listed and transmitted hereby, no endorsements of certificates or
separate stock powers are required unless payment is to be made to a person
other than the registered holder(s), in which case the endorsements or
signatures on the stock powers, as the case may be, must be signed exactly as
the name(s) of the registered holder(s) appear(s) on the certificates.
Signatures on such certificates must be guaranteed by an Eligible Institution.
See also Instruction 1.
If this Repurchase Request Form is signed by a person other than the
registered holder(s) of the certificate(s) listed, the certificate(s) must be
endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name(s) of the registered holder(s) appear(s) on the
certificate(s) for such Shares. Signatures on such certificates or stock powers
must be guaranteed by an Eligible Institution. See also Instruction 1.
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 repurchase
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 repurchase 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 repurchase request, whether generally or with respect to any particular
Share(s) or Shareholder(s). Unless waived, any defects or irregularities in
connection with a repurchase request must be cured within such time as the Fund
shall determine. Repurchase requests will not be deemed to have been made until
all defects and irregularities have been cured or waived. 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 REPURCHASE 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 Notice and this Repurchase Request Form 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 repurchase through their broker, dealer,
commercial bank, trust company or other nominee and should NOT submit this
Repurchase Request Form to the Depositary. 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. Backup Withholding Tax. Each U.S. Shareholder presenting Shares for
repurchase 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 Depositary 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.
10. Withholding for Non-U.S. Shareholders. Each non-U.S. Shareholder
presenting Shares for repurchase 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 Repurchase Request Form 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.
In order to participate in the Repurchase Offer, 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 United
States, 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. The Fund will
generally withhold 30% of the proceeds otherwise payable to a non-U.S.
Shareholder. A non-U.S. Shareholder may be eligible to obtain a refund from the
Internal Revenue Service 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. 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.
11
IMPORTANT: THIS REPURCHASE REQUEST FORM, 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 REPURCHASE REQUEST DEADLINE.
The acceptance of Shares by the Fund for payment will constitute a binding
agreement between the Shareholder offering Shares for repurchase and the Fund,
upon the terms and conditions of the Repurchase Offer.
IMPORTANT TAX INFORMATION
THE FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL
INFORMATION ONLY. 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 7 OF THE REPURCHASE OFFER NOTICE.
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 participate in the Repurchase Offer and 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. Failure to submit information necessary to avoid the 30%
backup withholding will be considered a defective repurchase request and the
Fund will be unable to repurchase the submitted Shares.
In order for a non-U.S. Shareholder to avoid 30% backup withholding and
participate in the Repurchase Offer, 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 United States, 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.
12
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. IT SHOULD BE NOTED THAT EVEN IF A
NON-U.S. SHAREHOLDER WOULD BE EXEMPT FROM BACKUP WITHHOLDING, THEY WOULD
NEVERTHELESS GENERALLY BE SUBJECT TO WITHHOLDING ON DIVIDENDS. THE FUND INTENDS
TO WITHHOLD 30% (OR A LOWER TREATY RATE) OF THE PROCEEDS OTHERWISE PAYABLE TO
NON-U.S. SHAREHOLDERS. SUCH SHAREHOLDERS MAY BE ABLE TO OBTAIN A REFUND FROM
THE INTERNAL REVENUE SERVICE.
FAILURE TO COMPLETE SUBSTITUTE FORM W-9 OR FORM W-8 WILL CAUSE THE SHARES TO BE
DEEMED INVALIDLY PRESENTED FOR REPURCHASE.
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), (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 Notice, the Fund may not be required to repurchase the Shares
presented for repurchase. 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 repurchase 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 Repurchase
Request Form shall survive the death or incapacity of the Signor and any
obligation of the Signor under this Repurchase Request Form shall be binding
upon the heirs, personal representatives, successors and assigns of the Signor.
Except as stated in the Repurchase Offer Notice, the Shareholder's presentment
of Shares for repurchase is irrevocable.
The Repurchase Offer is hereby accepted in accordance with its terms.
_____________________________________________________________________________
(Signature(s) of Shareholder(s))
Dated: _____________________, 2003
(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 Repurchase Request Form. 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)
14
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:________________________________
15
--------------------------------------------------------------------------------
PAYER'S NAME
---------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1--PLEASE PROVIDE YOUR TIN PART 2--Awaiting
Form W-9 (FOR AN INDIVIDUAL, YOUR SOCIAL SECURITY TIN [_]
NUMBER) AND CERTIFY BY SIGNING AND DATING
BELOW: Please see 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)
---------------------------------------------------------------------------------------------------------
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 SHARES. PLEASE REVIEW THE "GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER" FOR ADDITIONAL
DETAILS.
16
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 United
States, the District of Columbia, or a possession of the United States.
.. 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 United
States 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.
FORM OF LETTER TO BROKERS, DEALERS,
COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES
REGARDING THE REPURCHASE OFFER BY
THE MEXICO FUND, INC.
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 permit them to offer for
repurchase up to five percent (5%) of the Fund's issued and outstanding shares
of common stock, par value $1.00 per share (the "Shares") 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 adjustment for
fractional shares and odd lots (the "Portfolio Securities"), and cash held in
the Fund's investment portfolio, representing consideration equal to the
Shares' net asset value ("NAV") determined as of the close of the regular
trading session of the New York Stock Exchange ("NYSE") on the Repurchase
Pricing Date, reduced by a 2% repurchase price adjustment ("Repurchase Price
Adjustment") for a repurchase price of 98% of NAV ("Repurchase Price"), subject
to the terms and conditions set forth in the Repurchase Offer Notice dated
December 30, 2002 and the related Repurchase Request Form (which together
constitute the "Repurchase Offer"). If the number of shares tendered for
repurchase exceeds the number of Shares which the Fund is offering to
repurchase, the Fund will repurchase tendered shares on a pro-rata basis. THE
REPURCHASE OFFER EXPIRES AT 5:00 P.M., NEW YORK CITY TIME, ON JANUARY 22, 2003,
UNLESS EXTENDED (THE "REPURCHASE REQUEST DEADLINE").
The following documents are enclosed:
(1) SUMMARY TERM SHEET;
(2) REPURCHASE OFFER NOTICE DATED DECEMBER 30, 2002;
(3) REPURCHASE REQUEST FORM TO BE USED TO PRESENT SHARES FOR REPURCHASE;
(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 REPURCHASE REQUEST DEADLINE IS 5:00 P.M., NEW YORK CITY
TIME, ON JANUARY 22, 2003, 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 repurchase request. There are no transfer taxes
regarding the Repurchase Offer. 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 may also have to be submitted as apply to
withholdings potentially affecting payments to non-U.S. Shareholders. See
Instruction 10 of the Repurchase Request Form.
The Repurchase Offer is not being made to (nor will repurchase 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
repurchase, 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
REPURCHASE OR TO REFRAIN FROM SUBMITTING FOR REPURCHASE 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 the appropriate address and telephone
number set forth in the Repurchase Offer Notice. 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 NOTICE AND THE REPURCHASE REQUEST FORM; OR (B) TO
DISTRIBUTE ANY MATERIAL WITH RESPECT TO THE REPURCHASE OFFER OTHER THAN AS
SPECIFICALLY AUTHORIZED.
AUTHORIZATION INSTRUCTIONS
REGARDING THE REPURCHASE OFFER BY
THE MEXICO FUND, INC.
Name of Record Holder or DTC Participant (if shares held in "street name"):_____
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 (the "Repurchase Offer") in an amount up to five percent
(5%) of the Fund's issued and outstanding shares of common stock, in exchange
for a pro-rata portion of each of the securities (other than 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 (the "Portfolio Securities") and cash held in
the Fund's investment portfolio representing consideration equal to the Fund's
shares' net asset value ("NAV"), reduced by a 2% repurchase price adjustment
("Repurchase Price Adjustment") for a repurchase price of 98% of NAV
("Repurchase Price"), determined as of the close of the regular trading session
of the New York Stock Exchange ("NYSE") on the Repurchase Pricing Date (as
defined in the Repurchase Offer Notice) of 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 and cash, 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 and cash 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 and cash will be BBVA Bancomer, S.A., the
Fund's Custodian. The Portfolio Securities and cash will be settled through
the Instituto Mexicano para el Deposito de Valores, S.A. ("Indeval"); and
(4) acknowledge that 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: ____________________________________________
NOTICE OF GUARANTEED DELIVERY
REGARDING THE OFFER BY THE MEXICO FUND, INC.
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 Repurchase Request Form and other required documents to
reach the Depositary on or before the Repurchase Request Deadline. Terms used
in this form that are not otherwise defined in this form shall have the
meanings specified in the Repurchase Offer Notice, dated December 30, 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.
Repurchase 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 requests the repurchase by The Mexico Fund, Inc. (the
"Fund"), upon the terms and conditions set forth in its Repurchase Offer Notice
dated December 30, 2002 and the related Repurchase Request Form (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 Notice.
Number of Shares Presented for Repurchase:______________________________________
Certificate Nos. (if available): Name(s) 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 REPURCHASE 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 Repurchase 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:________________ , 2003 Signature:__________________________________________________
________________________________________________________________________________
FORM OF LETTER TO
SHAREHOLDERS WHO HAVE
REQUESTED INFORMATION
THE MEXICO FUND, INC.
1775 I STREET, NW, SUITE 1100
WASHINGTON, DC 20006
Dear Shareholder:
As you requested, we are enclosing a copy of the Repurchase Offer Notice 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 Notice describes the
repurchase offer being extended by the Fund, which permits Shareholders to
request the repurchase of up to five percent (5%) of its issued and outstanding
common stock, par value $l.00 per share (the "Shares"), 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 adjustment for
fractional shares and odd lots ("Portfolio Securities"), and cash held in the
Fund's investment portfolio, at a price equal to the Shares' net asset value
("NAV") determined as of the close of the regular trading session of the New
York Stock Exchange on the Repurchase Pricing Date, reduced by a 2% repurchase
price adjustment ("Repurchase Price Adjustment") for a repurchase price of 98%
of NAV ("Repurchase Price"), subject to the terms and conditions set forth in
the Repurchase Offer Notice dated December 30, 2002 and the related Repurchase
Request Form (which together constitute the "Offer Documents") (the "Repurchase
Offer"). THE REPURCHASE OFFER EXPIRES AT 5:00 P.M., NEW YORK CITY TIME, ON
JANUARY 22, 2003, UNLESS EXTENDED (THE "REPURCHASE REQUEST DEADLINE").
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 repurchase 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 repurchase. If the
number of Shares tendered for repurchase exceeds the number of Shares which the
Fund is offering to repurchase, the Fund will repurchase tendered Shares on a
pro-rata basis. 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
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 Repurchase Price reflects a two percent (2%)
Repurchase Price Adjustment. The Repurchase Price Adjustment is paid to the
Fund and is reasonably intended to compensate the Fund for expenses directly
related to the Repurchase Offer. You may also 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 or officer of the Fund nor the Fund's
investment adviser is participating in the Repurchase Offer.
The Fund's NAV on December 23, 2002 was $13.99 per Share. The NAV can be
expected to vary with changes in the value of the investments held by the Fund.
On the Repurchase Pricing Date, the NAV may be higher or lower than it was on
December 23, 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 or about the Repurchase Pricing 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.
--------------------------------------------------------------------------------
DTC DELIVERY ELECTION FORM
THIS FORM MUST BE COMPLETED AND SUBMITTED IF SHARES WILL BE PRESENTED FOR
REPURCHASE 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
REPURCHASE.
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 REPURCHASE 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 Repurchase:
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 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 BBVA BANCOMER, S.A.,
THE FUND'S CUSTODIAN.
PORTFOLIO SECURITIES RECEIVED WILL BE REGISTERED IN THE NOMINEE NAME OF THE
DELIVERING PARTY ON AN INTERIM BASIS. THE SIGNOR, IN CONJUNCTION WITH THE LOCAL
BANK/BROKER, WILL BE RESPONSIBLE FOR REREGISTERING THE PORTFOLIO SECURITIES.
--------------------------------------------------------------------------------
FORM OF LETTER TO CLIENTS OF BROKERS, DEALERS,
COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES
REGARDING THE REPURCHASE OFFER BY
THE MEXICO FUND, INC.
To Our Clients:
Enclosed for your consideration are the Repurchase Offer Notice dated
December 30, 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 Repurchase
Request Form by which the Fund is offering to its Shareholders the right to
demand the repurchase of their shares in an amount up to five percent (5%) of
the Fund's issued and outstanding common stock, par value $1.00 per share (the
"Shares") 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 adjustment for fractional shares and odd lots ("Portfolio Securities"), and
cash held in the Fund's investment portfolio, at a price equal to the Shares'
net asset value ("NAV") determined as of the close of the regular trading
session of the New York Stock Exchange ("NYSE") on the Repurchase Pricing Date,
reduced by a 2% repurchase price adjustment ("Repurchase Price Adjustment") for
a repurchase price equal to 98% of NAV ("Repurchase Price"), subject to the
terms and conditions set forth in the Repurchase Offer Notice dated December
30, 2002 and the related Repurchase Request Form (which together constitute the
"Offer Documents") (the "Repurchase Offer"). THE REPURCHASE OFFER EXPIRES AT
5:00 P.M., NEW YORK CITY TIME, ON JANUARY 22, 2003, UNLESS EXTENDED (THE
"REPURCHASE REQUEST DEADLINE").
The purpose of the Repurchase Offer is to provide Shareholders a source of
liquidity that may allow them to realize 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 also prevents 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 repurchase requests in cash. If the number of shares
tendered for repurchase exceeds the number of Shares which the Fund is offering
to repurchase, the Fund will repurchase tendered shares on a pro-rata basis.
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 Repurchase Request Form for your information only; you cannot use it to
present Shares we hold for your account for repurchase. A repurchase 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 Repurchase Price to be paid for the Shares is an amount per Share,
equal to the NAV determined as of the close of the regular trading session of
the NYSE on the Repurchase Pricing Date reduced by the 2% Repurchase Price
Adjustment for a Repurchase Price equal to 98% of net asset value, subject to
the terms and conditions of the Repurchase Offer Notice dated December 30, 2002
and the related Repurchase Request Form. THE REPURCHASE REQUEST DEADLINE IS
5:00 P.M., NEW YORK CITY TIME, ON JANUARY 22, 2003, UNLESS EXTENDED.
2. The Repurchase Offer is for up to five percent (5%) of the issued and
outstanding Shares of the Fund and is not conditioned upon any minimum number
of outstanding Shares being presented for repurchase, but is subject to certain
conditions set forth in the Repurchase Offer Notice. Under the conditions
described in Section 8 of the Repurchase Offer Notice, 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. Shareholders offering their Shares for repurchase 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. Shareholders
offering their Shares for repurchase will bear any related costs of delivery
and transfer. The actual per share expenses for redeeming Shareholders of
effecting the repurchase will depend on a number of factors, including the
number of Shares repurchased, the Fund's portfolio composition at the time, and
market conditions prevailing during the process. The Repurchase Price
Adjustment of two percent (2%) is paid to the Fund and is reasonably intended
to compensate the Fund for expenses directly related to the Repurchase Offer.
If you wish to have us present your Shares for repurchase, 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 REPURCHASE ON YOUR BEHALF ON OR BEFORE THE EXPIRATION
OF THE REPURCHASE OFFER. THE REPURCHASE REQUEST DEADLINE IS 5:00 P.M., NEW YORK
CITY TIME, ON JANUARY 22, 2003, UNLESS EXTENDED.
The Repurchase Offer is not being made to (nor will repurchase 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
REPURCHASE OR TO REFRAIN FROM SUBMITTING FOR REPURCHASE 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. EACH SHAREHOLDER IS URGED TO READ AND
EVALUATE THE REPURCHASE OFFER NOTICE AND ACCOMPANYING MATERIALS CAREFULLY.
Very truly yours,
[Broker Name]
INSTRUCTIONS REGARDING THE REPURCHASE OFFER BY THE MEXICO FUND, INC.
THIS FORM IS NOT TO BE USED TO PRESENT SHARES FOR REPURCHASE 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 REPURCHASE ON YOUR BEHALF. THE
DEPOSITARY MUST RECEIVE YOUR SHARES NO LATER THAN 5:00 P.M., NEW YORK CITY
TIME, ON JANUARY 22, 2003.
DO NOT COMPLETE THIS FORM IF YOU HAVE DECIDED NOT TO PRESENT YOUR SHARES FOR
REPURCHASE.
The undersigned acknowledge(s) receipt of your letter and the enclosed
Repurchase Offer Notice, dated December 30, 2002 and the related Repurchase
Request Form (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 request the repurchase of up to five percent (5%) of
the Fund's issued and outstanding common stock, par value $1.00 per share (the
"Shares") at the net asset value per Share as of the close of the regular
trading session of the New York Stock Exchange on the Repurchase Pricing Date,
reduced by a 2% repurchase price adjustment ("Repurchase Price Adjustment") for
a repurchase price equal to 98% of net asset value per share ("Repurchase
Price"), on the terms and subject to the conditions of the Repurchase Offer.
Name of Client: ______________________________________________________________
Address of Client: ____________________________________________________________
Telephone No. of Client: _______________________________________________________
Number of Shares Presented for Participation in Repurchase Offer:
_____________________
Signature: __________________________________________________________________