<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED
BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
THE MEXICO FUND, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
-----------------------------------------------------------------------
(4) Date Filed:
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Notes:
<PAGE>
THE MEXICO FUND, INC.
77 ARISTOTELES STREET, 3RD FLOOR
POLANCO
11560 MEXICO, D.F., MEXICO
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
FEBRUARY 26, 1999
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the "Meet-
ing") of The Mexico Fund, Inc. (the "Fund") will be held at the law offices of
Dechert Price & Rhoads, 30 Rockefeller Plaza, 23rd Floor, New York, New York,
10112 on February 26, 1999 at 2:00 P.M. for the following purposes:
(1) To elect two Directors;
(2) To ratify the selection of Arthur Andersen LLP as independent public
accountants of the Fund for its fiscal year ending October 31, 1999; and
(3) To transact such other business as may properly come before the Meet-
ing or any adjournment thereof.
The Board of Directors has fixed the close of business on December 22, 1998
as the record date for the determination of shareholders entitled to notice
of, and to vote at, the Meeting or any adjournment thereof, and only holders
of record of shares at the close of business on that date are entitled to no-
tice of, and to vote at, the Meeting and any adjournment thereof.
You are cordially invited to attend the Meeting. All shareholders are re-
quested to complete, date and sign the enclosed form of proxy and return it
promptly in the envelope provided for that purpose. The enclosed proxy is be-
ing solicited on behalf of the Board of Directors of the Fund.
By Order of the Board of Directors,
Samuel Garcia Cuellar
Secretary
New York, New York
Dated: December 28, 1998
PLEASE RESPOND -- YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO AT-
TEND THE MEETING, PLEASE FILL IN, SIGN AND MAIL THE PROXY IN THE MANNER
PROVIDED. IT IS IMPORTANT THAT YOU RETURN YOUR PROXY AS SOON AS POSSIBLE
TO ASSURE THAT YOUR PROXY WILL BE VOTED AND TO AVOID ANY ADDITIONAL EX-
PENSE TO THE FUND OF FURTHER SOLICITATION.
<PAGE>
PROXY STATEMENT
THE MEXICO FUND, INC.
77 ARISTOTELES STREET, 3RD FLOOR
POLANCO
11560 MEXICO, D.F., MEXICO
----------------
ANNUAL MEETING OF SHAREHOLDERS
FEBRUARY 26, 1999
----------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of The Mexico Fund, Inc. (the
"Fund"), a Maryland corporation, to be voted at the Annual Meeting of Share-
holders of the Fund (the "Meeting") to be held at the law offices of Dechert
Price & Rhoads, 30 Rockefeller Plaza, 23rd Floor, New York, New York, 10112 on
February 26, 1999 at 2:00 P.M. and at any adjournment thereof. The approximate
mailing date of this Proxy Statement is December 28, 1998. The report for the
fiscal year ended October 31, 1998, including financial statements, accompa-
nies the mailing of this Proxy Statement. A representative of Arthur Andersen
LLP, who is expected to be present at the Meeting, will have an opportunity to
make a statement if he or she desires to do so as well as be available to an-
swer questions of shareholders.
All properly executed proxies received prior to the Meeting will be voted at
the Meeting in accordance with the instructions marked on the proxies. Unless
instructions to the contrary are marked thereon with respect to Proposals 1, 2
and 3 a proxy will be voted FOR the proposals stated in the accompanying No-
tice of Meeting.
For purposes of determining the presence of a quorum for transacting busi-
ness at the Meeting, abstentions and broker non-votes (that is, proxies from
brokers or nominees indicating that such persons have not received instruc-
tions from the beneficial owner or other persons entitled to vote shares on a
particular matter with respect to which the brokers or nominees do not have
discretionary power) will be treated as shares that are present but which have
not been voted. Accordingly, votes to ABSTAIN and broker non-votes will have
no effect on Proposals 1 and 2, for which the required vote is a majority of
the votes cast.
Any shareholder giving a proxy has the right to attend the Meeting and to
vote his shares in person (thereby revoking any prior proxy) and also the
right to revoke the proxy at any time by written notice received by the Fund
prior to its exercise.
In the event that the necessary quorum to transact business at the Meeting
is not obtained or a quorum is present at the Meeting but sufficient votes to
approve any of the proposals are not received, the proxy holders may propose
one or more adjournments of the Meeting to permit further solicitation of
proxies. Any adjournment will require the affirmative vote of a majority of
those shares present at the Meeting in person or by proxy. If the necessary
quorum is not obtained, the persons named as proxies will vote in favor of the
adjournment. If a quorum is present, the proxy holders will vote proxies which
vote FOR any
<PAGE>
proposal with respect to which insufficient votes for approval have been re-
ceived, in favor of such an adjournment and will vote those proxies required
to be voted AGAINST such a proposal to be voted on at such adjournment,
against adjournment. A shareholder vote may be taken on one or more of the
proposals in this Proxy Statement prior to any adjournment if sufficient votes
have been received for approval. In the event any of the following proposals
are not approved by shareholders, the Board of Directors of the Fund will con-
sider appropriate action.
The Board of Directors has fixed the close of business on December 22, 1998,
as the record date for the determination of shareholders entitled to notice
of, and to vote at, the Meeting and at any adjournment thereof. Shareholders
on the record date will be entitled to one vote for each share held. As of Oc-
tober 31, 1998, the Fund had outstanding 50,763,316 shares of common stock,
par value $1.00 per share. To the best of the Fund's knowledge, as of Septem-
ber 30, 1998, The Harvard University Master Trust Fund, 600 Atlantic Avenue,
Boston, MA 02210, beneficially owned 3,429,700 shares, or approximately 6.75%
of the Fund's outstanding shares.
PROPOSAL 1: ELECTION OF DIRECTORS
The Board of Directors of the Fund is divided into three classes of Direc-
tors, as nearly equal in number as possible, each of which serves for three
years with one class being elected each year. Each year the term of office of
one class will expire. The terms of office of Messrs. Juan Gallardo T. and
Agustin Santamarina V. expire this year. Messrs. Gallardo and Santamarina have
been nominated as Class III Directors for a three year term expiring in 2002.
The nominees have indicated an intention to serve if elected and have con-
sented to be named in this Proxy Statement.
The Board of Directors of the Fund knows of no reason why any of these nomi-
nees would be unable to serve, but in the event of any such unavailability,
the proxies received will be voted for such substituted nominees as the Board
of Directors may recommend. The Fund's Directors and executive officers bene-
ficially own less than 0.1% of the Fund's common stock. None of the Directors,
with the exception of Mr. Jose Luis Gomez Pimienta, is an "interested person"
of the Fund as defined in the Investment Company Act of 1940, as amended (the
"1940 Act").
2
<PAGE>
The nominees for election as Class III Directors are as follows:
CLASS III (TERM EXPIRING IN 2002):
<TABLE>
<CAPTION>
SHARES OF COMMON
STOCK BENEFICIALLY
PRINCIPAL OCCUPATION OWNED AND % OF
FOR PAST FIVE YEARS DIRECTOR TOTAL OUTSTANDING
NAME AND ADDRESS AND OTHER DIRECTORSHIPS AGE SINCE ON 10/31/98(1)
---------------- ----------------------- --- -------- ------------------
<S> <C> <C> <C> <C>
Juan Gallardo T.++ Chairman of the Board, Grupo 51 1985 3,000
Monte Caucaso 915 Embotelladoras Unidas, S.A. de C.V.
4th Floor (bottling); Chairman of the Board,
Lomas de Chapultepec Grupo Azucarero Mexico, S.A. de C.V.
11000 Mexico, D.F., (industrial group); Coordinator,
Mexico Mexican Business Council for the
North American Free Trade Agreement
(NAFTA); Chairman of the Board of
Supervisory Directors, The First
Mexico Income Fund N.V.; Chairman of
the Board, Fondo Mexico de Deuda de
Largo Plazo, S.A. de C.V., Fondo
Mexico de Deuda de Corto Plazo, S.A.
de C.V. and Fondo Mexico de
Capitales, S.A. de C.V. (Mexican
investment companies); Director,
Clevite de Mexico, S.A. de C.V.
(auto parts); Director, Nacional de
Drogas (pharmaceutical distribution
company); Director, Bombardier
Concarrill (manufacturing);
Director, Bufete Industrial, S.A. de
C.V. (construction); Director, Home
Mart de Mexico S.A. de C.V. (retail
trade); Director, Laffarge Coppe
(cement and biotechnology);
Director, Caterpillar Inc. (farming
equipment); Director, Grupo Mexico,
S.A. de C.V.
Agustin Santamarina V. Of Counsel, Santamarina y Steta (law 72 1981 1,500
++ firm); Chairman of the Board,
Campos Eliseos 345, 2nd Alcatel-Indetel, S.A. de C.V.
Floor (telecommunications equipment);
11560 Mexico, D.F. Chairman of the Board, Apasco S.A.
Mexico de C.V. (cement and other
construction materials); Vice
Chairman of the Board, Kimberly-
Clark de Mexico, S.A. de C.V.
(consumer products); Director, Grupo
Carso, S.A. de C.V. (diversified
holding company); Director, Grupo
Mexico, S.A. de C.V. (mining);
Director, Grupo Condumex, S.A. de
C.V. (electronic cables and auto
parts); Director, SANLUIS
Corporacion, S.A. de C.V. (mining
and auto parts); Director, Alfa,
S.A. de C.V. (diversified holding
company); Director, Fondo Mexico de
Deuda de Largo Plazo, S.A. de C.V.,
Fondo Mexico de Deuda de Corto
Plazo, S.A. de C.V. and Fondo Mexico
de Capitales, S.A. de C.V. (Mexican
investment companies).
</TABLE>
3
<PAGE>
CONTINUING DIRECTORS
The balance of the current Directors consists of two Class I and three Class
II Directors, none of whom is a nominee for election at the Meeting and all of
whom will continue in office after the Meeting for the terms shown below. The
Directors are as follows:
CLASS I (TERM EXPIRING IN 2000):
<TABLE>
<CAPTION>
SHARES OF COMMON
STOCK BENEFICIALLY
PRINCIPAL OCCUPATION OWNED AND % OF
FOR PAST FIVE YEARS DIRECTOR TOTAL OUTSTANDING
NAME AND ADDRESS AND OTHER DIRECTORSHIPS AGE SINCE ON 10/31/98(1)
---------------- ----------------------- --- -------- ------------------
<S> <C> <C> <C> <C>
Philip Caldwell++ Director, Zurich Holding Company of 78 1991 1,000
Ford Motor Company America, Inc. (insurance); Director,
225 High Ridge Road American Guaranty & Liability Insur-
West Building, Suite 180 ance Co. (insurance); Director, Rus-
Stamford, CT 06905 sell Reynolds Associates, Inc. (ex-
ecutive recruitment); Director, Wa-
ters Corporation (manufacturers of
scientific instruments); Director,
Mettler-Toledo Holdings Inc. (manu-
facturer of scales and other weigh-
ing instruments); previously, Chair-
man of the Board, Chief Executive
Officer, succeeding Henry Ford II,
Ford Motor Company (automobiles);
Chairman of the Board, Mettler-To-
ledo Holdings Inc.; Director and Se-
nior Managing Director, Lehman
Brothers, Inc. (investment banking);
Director, Federated Department
Stores, Inc. (department stores);
Director, Digital Equipment Corp.
(computer technology); Director,
Kellogg Company (food products); Di-
rector, Shearson Lehman Brothers
Holding, Inc. (investment banking);
Director, Chase Manhattan Corp.,
Chase Manhattan Bank N.A. (banking);
Director, Castech Aluminum Group,
Inc. (aluminum manufacturing);
Director, Zurich Reinsurance Centre
Holdings, Inc. (reinsurance).
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
SHARES OF COMMON
STOCK BENEFICIALLY
PRINCIPAL OCCUPATION OWNED AND % OF
FOR PAST FIVE YEARS DIRECTOR TOTAL OUTSTANDING
NAME AND ADDRESS AND OTHER DIRECTORSHIPS AGE SINCE ON 10/31/98(1)
---------------- ----------------------- --- -------- ------------------
<S> <C> <C> <C> <C>
Jaime Serra Puche Senior Partner, Serra and Associates 47 1997 850
Edificio Plaza International (law and economics
Prolongacion Paseo de la consulting firm); Trustee, Yale Uni-
Reforma versity; Director, Tubos de Acero de
600-103 Mexico, S.A. de C.V. (steel manufac-
Santa Fe turing); Director, Alcatel-Indetel,
01210 Mexico, D.F., S.A. de C.V. (telecommunications
Mexico equipment); Partner, Centros de
Arbitrajes (arbitration); Director,
Vitro, S.A. de C.V. (glass manufac-
turer); Director, Grupo Ferroviario
Mexicano, S.A. de C.V. (railways);
previously, Secretary of Finance
(Mexico); Weinberg Visiting Profes-
sor, Princeton University; Secretary
of Trade and Industry (Mexico); Min-
ister in charge of negotiations for
Mexico, North American Free Trade
Agreement and the trade agreements
entered into by Mexico with Chile,
Bolivia, Venezuela, Colombia and
Costa Rica; Distinguished Visiting
Associate, Carnegie Endowment for
International Peace.
</TABLE>
5
<PAGE>
CLASS II (TERM EXPIRING IN 2001):
<TABLE>
<CAPTION>
SHARES OF COMMON
STOCK BENEFICIALLY
PRINCIPAL OCCUPATION OWNED AND % OF
FOR PAST FIVE YEARS DIRECTOR TOTAL OUTSTANDING
NAME AND ADDRESS AND OTHER DIRECTORSHIPS AGE SINCE ON 10/31/98(1)
---------------- ----------------------- --- -------- ------------------
<S> <C> <C> <C> <C>
Claudio X. Gonzalez++ Chairman of the Board and Chief Ex- 64 1981 3,000
Lagrange 103 ecutive Officer, Kimberly-Clark de
11560 Mexico, D.F., Mexico, S.A. de C.V. (consumer prod-
Mexico ucts); Director, Banco Nacional de
Mexico, S.A. (bank); Director, Grupo
Carso (holding company); Director,
Alfa, S.A. de C.V. (diversified
holding company); Director, Grupo
Industrial Minera Mexico, S.A. de
C.V. (mining); Director, Kimberly-
Clark Corp. (U.S.A.) (consumer prod-
ucts); Director, Kellogg Company
(U.S.A.) (food products); Director,
General Electric Co. (U.S.A.); Di-
rector, Planet Hollywood Int. (theme
entertainment); Supervisory Direc-
tor, The First Mexico Income Fund
N.V.; Director, Fondo Mexico de
Deuda de Largo Plazo, S.A. de C.V.,
Fondo Mexico de Deuda de Corto
Plazo, S.A. de C.V. and Fondo Mexico
de Capitales, S.A. de C.V. (Mexican
investment companies); Member,
International Advisory Council, J.P.
Morgan.
Jose Luis Gomez President, The Mexico Fund, Inc.; 59 1989 4,062
Pimienta* President and Supervisory Director,
Aristoteles 77, 3rd The First Mexico Income Fund N.V.;
Floor Chairman of the Board and Director
Col. Polanco General, Impulsora del Fondo Mexico,
11560 Mexico, D.F., S.A. de C.V. (investment adviser);
Mexico Chairman of the Board and Director
General, Impulsora del Fondo Mexico
Controladora, S.A. de C.V.
("Controladora") (holding company);
Chairman of the Board and Director
General, Impulsora Capital Markets,
S.A. de C.V. ("Capital Markets")
(investment adviser); Chairman of
the Board and Director General,
Impulsora de Fondos Mexicanos, S.A.
de C.V. ("Fondos Mexicanos") (mutual
fund sponsor); Vice Chairman of the
Board of Fondo Mexico de Deuda de
Largo Plazo, S.A. de C.V., Fondo
Mexico de Deuda de Corto Plazo, S.A.
de C.V. and Fondo Mexico de
Capitales, S.A. de C.V. (Mexican
investment companies); Director and
member of the Executive Committee,
Bolsa Mexicana de Valores, S.A. de
C.V. (Mexican Stock Exchange).
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
SHARES OF COMMON
STOCK BENEFICIALLY
PRINCIPAL OCCUPATION OWNED AND % OF
FOR PAST FIVE YEARS DIRECTOR TOTAL OUTSTANDING
NAME AND ADDRESS AND OTHER DIRECTORSHIPS AGE SINCE ON 10/31/98(1)
---------------- ----------------------- --- -------- ------------------
<S> <C> <C> <C> <C>
Robert L. Knauss++ Chairman of the Board and Chief 67 1985 1,333
5151 San Felipe Executive Officer, Baltic
Suite 1661 International USA, Inc. (aviation
Houston, TX 77056 services); Director, Equus II, Inc.
(financial investment); Chairman of
the Board and Director, Philip
Services Corp. (industrial
services); Director, Air Baltic
Corporation (international airline);
previously, Dean and Distinguished
University Professor, University of
Houston Law School; Dean, Vanderbilt
Law School; Director, Allwaste Inc.
(environmental services).
</TABLE>
- ---------------------
(1) The information as to beneficial ownership is based on statements
furnished to the Fund by the Directors. All shares listed in this table
are owned with sole voting and investment power, and in the aggregate
represent less than 1/4 of 1% of the total shares outstanding of common
stock as of October 31, 1998.
++ Audit Committee and Contract Review Committee Member.
* Directors who are "interested persons" (as defined in the 1940 Act ("in-
terested directors")). Mr. Gomez Pimienta is deemed to be an interested
person by reason of his affiliation with the Fund's investment adviser,
Impulsora del Fondo Mexico, S.A. de C.V. (the "Adviser").
The Fund has a standing Audit Committee and Contract Review Committee. The
Audit Committee reviews both the audit and non-audit work of the Fund's inde-
pendent public accountants, submits recommendations to the Board of Directors
as to the selection of independent public accountants, and reviews compliance
of the Fund with regulations of the Securities and Exchange Commission and the
Internal Revenue Service, and other related matters. The Contract Review Com-
mittee reviews the terms of the Fund's investment advisory agreement, includ-
ing the rate of compensation, and submits a recommendation to the Board of Di-
rectors as to the approval and/or renewal of the Fund's investment advisory
agreement. During the Fund's fiscal year ended October 31, 1998, the Board
held four regular meetings, two committee meetings, one of which was in the
capacity of the Audit Committee, and three special meetings. Each Director
then in office attended 100% of the total number of regular meetings of the
Board and applicable special meetings of the Board.
During the fiscal year ended October 31, 1998, the Fund paid each Director,
with the exception of Mr. Gomez Pimienta (who is not compensated for his serv-
ice as Director), an annual retainer of $12,000 and $2,000 per meeting attend-
ed. The Fund also paid a $1,500 per diem fee to each non-Mexican Director for
travel required to attend a Board meeting and reimbursed all Directors, with
the exception of Mr. Gomez Pimienta, for out-of-pocket expenses relating to
attendance at meetings. The aggregate amount of fees paid and expenses reim-
bursed to the Directors for the twelve-month period ended October 31, 1998 was
$211,784. The Fund will pay fees and expenses to its Directors as described
above except that in the event of a Board meeting taking place on the same
date as a meeting of the board of directors of any other investment company
advised by the Fund's investment adviser, the $1,500 per diem fee of any non-
Mexican Director of the Fund who is also a director of any such other invest-
ment company shall be shared equally between the Fund and such other invest-
ment company.
7
<PAGE>
The following table sets forth the aggregate compensation (not including per
diem fees and expense reimbursement) paid by the Fund to each Director (other
than Mr. Gomez Pimienta) during the fiscal year ended October 31, 1998, as
well as the total compensation paid by the Fund to each Director.
<TABLE>
<CAPTION>
PENSION OR RETIREMENT TOTAL COMPENSATION
AGGREGATE BENEFITS ACCRUED FROM FUND
COMPENSATION AS PART OF COMPLEX PAID
NAME OF DIRECTOR FROM FUND FUND EXPENSES TO DIRECTORS
---------------- ------------ --------------------- ------------------
<S> <C> <C> <C>
Juan Gallardo T. $30,000 None $30,000
Philip Caldwell 30,000 None 30,000
Claudio X. Gonzalez 30,000 None 30,000
Robert L. Knauss 30,000 None 30,000
Agustin Santamarina V. 30,000 None 30,000
Jaime Serra Puche 30,000 None 30,000
</TABLE>
The executive officers of the Fund and their principal occupations (with the
exception of Mr. Gomez Pimienta, whose principal occupations are presented
above) for the past five years are: Jose Luis Gomez Pimienta (age 59), Presi-
dent; Samuel Garcia-Cuellar (age 56), Secretary, who is a partner of Creel,
Garcia-Cuellar y Muggenburg, S.C., Mexican counsel to the Fund and to the Ad-
viser, Secretary of the Adviser and a Director of Fondo Mexico de Deuda de
Largo Plazo, S.A. de C.V., Fondo Mexico de Deuda de Corto Plazo, S.A. de C.V.
and Fondo Mexico de Capitales, S.A. de C.V., Mexican investment companies ad-
vised by an affiliate of the Adviser; and Carlos Woodworth Ortiz (age 55), who
is Treasurer of the Fund and a Deputy Director of the Adviser, Controladora,
Capital Markets, and Fondos Mexicanos. Allan S. Mostoff (age 66) and Sander M.
Bieber (age 48), partners of Dechert Price & Rhoads, U.S. counsel to the Fund
and to the Adviser, are Assistant Secretaries of the Fund.
The Board of Directors recommends that shareholders vote FOR the election of
the two nominees to the Fund's Board of Directors.
PROPOSAL 2: SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors, upon recommendation of the Audit Committee, has se-
lected Arthur Andersen LLP as independent public accountants to examine the
financial statements of the Fund for the fiscal year ending October 31, 1999.
Audit services performed by Arthur Andersen LLP during the most recent fiscal
year included examination of the financial statements of the Fund, review of
filings with the Securities and Exchange Commission and preparation of tax re-
turns. The Fund knows of no direct or indirect interest of such firm in the
Fund.
A representative of Arthur Andersen LLP will be present at the Meeting and
will have the opportunity to respond to questions from shareholders.
The Board of Directors recommends that shareholders vote FOR the ratifica-
tion of the selection of Arthur Andersen LLP as independent public accountants
for the Fund.
8
<PAGE>
PROPOSAL 3: OTHER MATTERS
No business other than as set forth herein is expected to come before the
Meeting, but should any other matter requiring a vote of shareholders arise,
including any question as to an adjournment of the Meeting, the persons named
in the enclosed proxy will vote thereon according to their best judgment in
the interests of the Fund.
ADDITIONAL INFORMATION
INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES
THE ADVISER. Impulsora del Fondo Mexico, S.A. de C.V. (the "Adviser"), 77
Aristoteles Street, 3rd Floor, Polanco, 11560 Mexico D.F., Mexico has served
as the investment adviser of the Fund from the time the Fund was established
in 1981. Pursuant to the Investment Advisory and Management Agreement between
the Fund and the Adviser, the Adviser receives an annual advisory fee at the
rate of 0.85% of the Fund's average daily net assets up to $200 million, 0.70%
of such assets between $200 million and $400 million, and 0.60% of such assets
in excess of $400 million. For the fiscal year ended October 31, 1998, total
advisory fees paid by the Fund to the Adviser aggregated $6,959,010 based on
average net assets for the fiscal year of approximately $1,042,386,866. The
Adviser is a Mexican corporation incorporated in 1980 in order to serve as in-
vestment adviser to the Fund, and is a wholly owned subsidiary of Impulsora
del Fondo Mexico Controladora, S.A. de C.V.
Pursuant to an Administrative Services Agreement, effective April 1, 1994,
the Adviser also provides certain administrative services to the Fund which
were previously performed by the Fund's Trustee, including the determination
and publication of the net asset value of the Fund, the maintenance of the
Fund's books and records in accordance with applicable United States and Mexi-
can law and the provision of assistance to the Fund's auditors in the prepara-
tion and filing of tax reports and returns. The Fund pays the Adviser an an-
nual fee of $350,000 plus applicable taxes, as compensation for services pro-
vided under the Administrative Services Agreement.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, and Sec-
tion 30(h) of the 1940 Act require the Fund's officers and Directors, Adviser,
affiliates of the Adviser, and persons who beneficially own more than ten per-
cent of a registered class of the Fund's securities ("Reporting Persons"), to
file reports of ownership of the Fund's securities and changes in ownership
with the Securities and Exchange Commission and the New York Stock Exchange.
Reporting Persons are also required by such regulations to furnish the Fund
with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it and
written representations of certain Reporting Persons, the Fund believes that
during fiscal year 1998, its Reporting Persons complied with all applicable
filing requirements.
9
<PAGE>
COUNSELORS
From 1994 through September 1998, consistent with the Fund's By-Laws, the
Board of Directors retained the expertise of counselors for the benefit of the
Fund. The counselors provided advice, furnished information about the securi-
ties and currency markets, political developments, economic factors and
trends, and business trends and developments. The counselors normally attended
Board meetings, but did not vote at the meetings, manage the business and af-
fairs of the Fund, or determine that any security should be purchased or sold
by the Fund. Each counselor was paid as compensation for services rendered a
fee of $4,000 for each regularly scheduled Board and Committee meeting attend-
ed, $2,000 for attendance at special meetings of the Board or a Committee, a
$1,500 per diem fee for travel required to attend a Board meeting, and was re-
imbursed for reasonable expenses incurred in attending meetings or otherwise.
EXPENSES
The expense of preparation, printing and mailing of the enclosed form of
proxy and accompanying Notice and Proxy Statement will be borne by the Fund.
The Fund will reimburse banks, brokers and others for their reasonable ex-
penses in forwarding proxy solicitation material to the beneficial owners of
the shares of the Fund. In order to obtain the necessary quorum and share-
holder participation at the Meeting, supplementary solicitation may be made by
mail, telephone, telegraph or personal interview by officers or agents of the
Fund.
VOTE REQUIRED
The presence in person or by proxy of the holders of a majority of the out-
standing shares of the Fund is required to constitute a quorum at the Meeting.
Election of Directors (Proposal 1), ratification of the selection of indepen-
dent public accountants (Proposal 2), and approval to transact such other
business as may properly come before the Meeting (Proposal 3), will require
the approval of the majority of votes validly cast at the Meeting.
SHAREHOLDER PROPOSALS
If a shareholder intends to present a proposal at the 2000 Annual Meeting of
Shareholders of the Fund and desires to have the proposal included in the
Fund's Proxy Statement and form of proxy for that meeting, the shareholder
must deliver the proposal to the offices of the Fund by August 30, 1999 for
consideration by the Fund.
Stockholders wishing to present proposals at the 2000 Annual Meeting of
Stockholders of the Fund not to be included in the Fund's proxy materials
should send written notice to the Secretary of the Fund of such proposals by
November 26, 1999, but no earlier than October 29, 1999, in the form pre-
scribed in the Fund's By-Laws.
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SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO WISH TO
HAVE THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY AND
RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
By Order of the Board of Directors,
Samuel Garcia Cuellar
Secretary
Dated: December 28, 1998
11
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THE MEXICO FUND, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR
ANNUAL MEETING OF SHAREHOLDERS
The undersigned shareholder of The Mexico Fund, Inc., a Maryland corporation
(the "Fund"), hereby appoints Jose Luis Gomez Pimienta and Sander M. Bieber and
each of them proxies of the undersigned, with full power of substitution, to
vote and act in the name and stead of the undersigned at the Annual Meeting of
Shareholders of the Fund, to be held at 30 Rockefeller Plaza, 23rd Floor, New
York, New York 10112, on February 26, 1999 at 2:00 P.M., New York City time, and
at any and all adjournments thereof, according to the number of votes the
undersigned would be entitled to cast if personally present.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH
INSTRUCTIONS GIVEN BY THE SHAREHOLDER, BUT IF NO INSTRUCTIONS ARE GIVEN, THIS
PROXY WILL BE VOTED IN FAVOR OF PROPOSALS 1 THROUGH 3 AS SET FORTH IN THIS
PROXY.
The undersigned hereby revokes any and all proxies with respect to such shares
heretofore given by the undersigned. The undersigned acknowledges receipt of the
Proxy Statement dated December 28, 1998.
(CONTINUED ON REVERSE SIDE)
<PAGE>
Please Detach and Mail in the Envelope Provided
[X] PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT SHAREHOLDERS VOTE FOR EACH OF
THE FOLLOWING PROPOSALS.
1. Election of the nominees listed at right to serve as members of the Fund's
Board of Directors, as Class III Directors, for a term expiring in 2002 and
until their successors are elected and qualified.
FOR WITHHELD
[_] [_] Nominees:
Juan Gallardo T.
Agustin Santamarina V.
FOR: except as marked to the contrary below
_____________________________________________________
2. Ratification of the selection of Arthur Andersen, LLP as independent public
accountants of the Fund for the fiscal year ending October 31, 1999.
FOR AGAINST ABSTAIN
[_] [_] [_]
3. In their discretion of the above named proxies such other business as may
properly come before the Meeting or any adjournment thereof.
SIGNATURE(S)_________________________________DATED_______________________
Note: Please sign, date and return promptly. Signature(s) should be exactly as
names appear on proxy. If shares are held jointly, each holder should sign. If
signing as attorney, executor, administrator, trustee or guardian, please give
full name.
