As filed with the Securities and Exchange Commission on June 18, 1998
File No. 811-3170
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-2
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 33
THE MEXICO FUND, INC.
(Exact Name of Registrant as Specified in Charter)
77 Aristoteles Street, 3rd Floor
Col. Polanco
11560 Mexico, D.F.
Mexico
Registrant's telephone number, including Area Code (525) 280-1636
Sander M. Bieber, Esquire
Dechert Price & Rhoads
1750 Eye Street, N.W.
Washington, D.C. 20006
(202) 261-3300
(Name and Address of Agent for Service)
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Part C
Registrant's Amended and Restated By-Laws, as adopted June 16, 1998 by
Registrant's Board of Directors, are filed herewith as Exhibit 2(b).
Registrant's Investment Advisory and Management Agreement, as amended
and restated dated June 16, 1998, is filed herewith as Exhibit 2(g).
Power of Attorney filed herewith as Exhibit 2(n).
<PAGE>
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has duly caused this amendment to its Registration Statement to be
signed on its behalf by the undersigned thereunto duly authorized, in the
District of Columbia, on the 16th day of June, 1998.
THE MEXICO FUND, INC.
Jose Luis Gomez Pimienta
President*
By: /s/ Sander M. Bieber
Sander M. Bieber
As Attorney-In-Fact
*Pursuant to Power of Attorney filed herewith.
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
2(b) Amended and Restated By-Laws
2(g) Investment Advisory and Management
Agreement
2(n) Power of Attorney
THE MEXICO FUND, INC.
A Maryland Corporation
BY-LAWS
Amended and Restated
as of June 16, 1998
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Table of Contents
Page
ARTICLE I. NAME OF CORPORATION, LOCATION OF OFFICES AND SEAL...........1
Section 1. Name.....................................................1
Section 2. Principal Offices........................................1
Section 3. Seal.....................................................1
ARTICLE II. STOCKHOLDERS...................................................2
Section 1. Annual Meetings..........................................2
Section 2. Special Meetings.........................................2
Section 3. Notice of Meetings.......................................3
Section 4. Quorum...................................................3
Section 5. Voting...................................................4
Section 6. Stockholders Entitled to Vote............................4
Section 7. Proxies..................................................4
Section 8. Stock Ledger and List of Stockholders....................5
Section 9. Action Without Meeting...................................5
Section 10. Stockholder Proposals....................................5
ARTICLE III. BOARD OF DIRECTORS............................................6
Section 1. Powers...................................................6
Section 2. Number and Term..........................................7
Section 3. Election.................................................7
Section 4. Vacancies and Newly Created Directorships................7
Section 5. Removal..................................................8
Section 6. Annual and Regular Meetings..............................8
Section 7. Special Meetings.........................................9
Section 8. Waiver of Notice.........................................9
Section 9. Quorum and Voting........................................9
Section 10. Action Without a Meeting...............................10
Section 11. Compensation of Directors..............................10
Section 12. Amendment..............................................11
ARTICLE IV. COMMITTEES.....................................................11
Section 1. Organization............................................11
Section 2. Executive Committee.....................................11
Section 3. Other Committees........................................12
Section 4. Proceedings and Quorum..................................12
ARTICLE V. OFFICERS.......................................................12
Section 1. General.................................................12
Section 2. Election, Tenure and Qulifications......................12
Section 3. Removal and Resignation.................................13
Section 4. Chairman of the Board...................................13
Section 5. President...............................................14
Section 6. Vice President..........................................14
Section 7. Treasurer and Assistant Treasurers......................14
Section 8. Secretary and Assistant Secretaries.....................15
Section 9. Subordinate Officers....................................15
Section 10. Remuneration...........................................16
Section 11. Surety Bonds...........................................16
ARTICLE VI. CAPITAL STOCK..................................................17
Section 1. Certificates of Stock...................................17
Section 2. Transfer of Shares......................................17
Section 3. Stock Ledgers...........................................17
Section 4. Transfer Agents and Registrars..........................18
Section 5. Fixing of Record Date...................................18
Section 6. Lost, Stolen or Destroyed Certificates..................18
ARTICLE VII. FISCAL YEAR AND ACCOUNTANT.....................................19
Section 1. Fiscal Year.............................................19
Section 2. Accountant..............................................19
ARTICLE VIII. CUSTODY OF SECURITIES........................................20
Section 1. Employment of a Custodian...............................20
Section 2. Termination of Custodian Agreement......................20
ARTICLE IX. INVESTMENT AND OTHER RESTRICTIONS..............................21
Section 1. Limitations.............................................21
ARTICLE X. INDEMNIFICATION AND INSURANCE..................................24
Section 1. Indemnification of Officers, Directors,
Employees and Agents..................................24
ARTICLE XI. AMENDMENTS AND MISCELLANEOUS MATTERS...........................26
Section 1. General.................................................26
Section 2. By Stockholders Only....................................27
Section 3. Counselors..............................................27
<PAGE>
BY-LAWS
OF
THE MEXICO FUND, INC.
(A MARYLAND CORPORATION)
ARTICLE I.
NAME OF CORPORATION, LOCATION OF
OFFICES AND SEAL
Section 1. Name. The name of the Corporation is The Mexico Fund, Inc.
Section 2. Principal Offices. The principal office of the Corporation
in the State of Maryland shall be located in Baltimore, Maryland. The
Corporation may, in addition, establish and maintain such other offices and
places of business as the Board of Directors may, from time to time, determine.
Section 3. Seal. The corporate seal of the Corporation shall be
circular in form and shall bear the name of the Corporation, the year of its
incorporation, and the word "Maryland." The form of the seal shall be subject to
alteration by the Board of Directors and the seal may be used by causing it or a
facsimile to be impressed or affixed or printed or otherwise reproduced. Any
officer or Director of the Corporation shall have authority to affix the
corporate seal of the Corporation to any document requiring the same.
ARTICLE II.
STOCKHOLDERS
Section 1. Annual Meetings. The Corporation shall not be required to
hold an annual meeting of Stockholders in any year in which the election of
Directors is not required to be acted upon under the Investment Company Act of
1940. Otherwise, annual meetings of Stockholders for the election of Directors
and the transaction of such other business as may properly come before the
meeting shall be held at such time and place within the United States as the
Board of Directors, or a Committee appointed by the Board of Directors, shall
select.
Section 2. Special Meetings. Special meetings of Stockholders may be
called at any time by the President, by a majority of the Board of Directors or
by the Chairman of the Board, if any, and shall be held at such time and place
as may be stated in the notice of the meeting.
Special meetings of the Stockholders shall be called by the Secretary
upon the written request of the holders of shares entitled to not less than a
majority of all the votes entitled to be cast at such meeting, provided that (l)
such request shall state the purposes of such meeting and the matters proposed
to be acted on, (2) the Stockholders requesting such meeting shall have paid to
the Corporation the reasonably estimated cost of preparing and mailing the
notice thereof, which the Secretary shall determine and specify to such
Stockholders, and (3) information specified in Section 10 of this Article II is
given. No special meeting shall be called upon the request of Stockholders to
consider any matter which is substantially the same as a matter voted upon at
any special meeting of the Stockholders held during the preceding 12 months,
unless requested by the holders of a majority of all shares entitled to be voted
at such meeting.
Section 3. Notice of Meetings. The Secretary shall cause notice of the
place, date and hour, and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, to be mailed, not less than 10 nor
more than 90 days before the date of the meeting, to each Stockholder entitled
to vote at such meeting at his address as it appears on the records of the
corporation at the time of such mailing. Notice of any Stockholders' meeting
need not be given to any Stockholder who shall sign a written waiver of such
notice whether before or after the time of such meeting, which waiver shall be
filed with the record of such meeting, or to any Stockholder who is present at
such meeting in person or by proxy. Notice of adjournment of a Stockholders'
meeting to another time or place need not be given if such time and place are
announced at the meeting.
Section 4. Quorum. The presence at any Stockholders' meeting, in person
or by proxy, of Stockholders entitled to cast a majority of the votes shall be
necessary and sufficient to constitute a quorum for the transaction of business.
In the absence of a quorum, the holders of a majority of shares entitled to vote
at the meeting and present in person or by proxy, or, if no Stockholder entitled
to vote is present in person or by proxy, an officer present entitled to preside
or act as Secretary of such meeting may adjourn the meeting sine die or from
time to time without further notice to a date not more than 120 days after the
original record date. Any business that might have been transacted at the
meeting originally called may be transacted at any such adjourned meeting at
which a quorum is present.
Section 5. Voting. At each Stockholders' meeting, each Stockholder
entitled to vote shall be entitled to one vote for each share of stock of the
Corporation validly issued and outstanding and standing in his name on the books
of the Corporation on the record date fixed in accordance with Section 5 of
Article VI hereof. Except as otherwise specifically provided in the Articles of
Incorporation or these By-Laws or as required by provisions of the Investment
Company Act of 1940, as amended from time to time, all matters shall be decided
by a vote of the majority of the votes validly cast. The vote upon any question
shall be by ballot whenever requested by any person entitled to vote, but,
unless such a request is made, voting may be conducted in any way approved by
the meeting.
Section 6. Stockholders Entitled to Vote. If the Board of Directors
sets a record date for the determination of Stockholders entitled to notice of
or to vote at any Stockholders' meeting in accordance with Section 5 of Article
VI hereof, each Stockholder of the Corporation shall be entitled to vote, in
person or by proxy, each share of stock standing in his name on the books of the
Corporation on such record date. If no record date has been fixed, the record
date for the determination of Stockholders entitled to notice of or to vote at a
meeting of Stockholders shall be the later of the close of business on the day
on which notice of the meeting is mailed or the thirtieth day before the
meeting, or, if notice is waived by all Stockholders, at the close of business
on the tenth day next preceding the day on which the meeting is held.
Section 7. Proxies. The right to vote by proxy shall exist only if the
instrument authorizing such proxy to act shall have been signed by the
Stockholder or by his duly authorized attorney. Unless a proxy provides
otherwise, it is not valid more than eleven months after its date. Proxies shall
be delivered prior to the meeting to the Secretary of the Corporation or to the
person acting as Secretary of the meeting before being voted. A proxy with
respect to stock held in the name of two or more persons shall be valid if
executed by one of them unless at or prior to exercise of such proxy the
Corporation receives a specific written notice to the contrary from any one of
them. A proxy purporting to be executed by or on behalf of a Stockholder shall
be deemed valid unless challenged at or prior to its exercise.
Section 8. Stock Ledger and List of Stockholders. It shall be the duty
of the Secretary or Assistant Secretary of the Corporation to cause an original
or duplicate stock ledger to be maintained at the office of the Corporation's
transfer agent in New York, New York.
Section 9. Action Without Meeting. Any action to be taken by
Stockholders may be taken without a meeting if (1) all Stockholders entitled to
vote on the matter consent to the action in writing, (2) all Stockholders
entitled to notice of the meeting but not entitled to vote at it sign a written
waiver of any right to dissent and (3) said consents and waivers are filed with
the records of the meetings of Stockholders. Such consent shall be treated for
all purposes as a vote at the meeting.
Section 10. Stockholder Proposals. No business proposed by a
Stockholder to be considered at an annual or special meeting of the Stockholders
shall be considered by the Stockholders at that meeting unless, no later than
sixty days before any annual or special meeting of Stockholders or (if later)
ten days after the first public notice of that meeting is sent to Stockholders,
the Corporation receives a written notice from the Stockholder proposing that
business that sets forth (1) the nature of the proposed business with reasonable
particularity, including the exact text of any proposal to be presented for
adoption, and the reasons for conducting that business at the annual or special
meeting, (2) with respect to each such Stockholder, that Stockholder's name and
address (as they appear on the records of the Corporation), business address and
telephone number, residence address and telephone number, and the number of
shares of each class of stock of the Corporation beneficially owned by that
Stockholder, (3) any interest of the Stockholder in the proposed business, (4)
the name or names of each person nominated by the Stockholder to be elected or
reelected as a director, if any, and (5) with respect to each nominee, that
nominee's name, business address and telephone number, and residence address and
telephone number, the number of shares, if any, of each class of stock of the
Corporation owned directly and beneficially by that nominees, and all
information relating to that nominee that is required to be disclosed in
solicitations of proxies for elections of directors, or is otherwise required,
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(or any provisions of law subsequently replacing Regulation 14A), together with
a notarized letter signed by the nominee stating his or her acceptance of the
nomination by that Stockholder, stating his or her intention to serve as
director if elected, and consenting to being named as a nominee for director in
any proxy statement relating to such election.
ARTICLE III.
BOARD OF DIRECTORS
Section 1. Powers. Except as otherwise provided by law, by the Articles
of Incorporation or by these By-Laws, the business and affairs of the
Corporation shall be managed under the direction of and all the powers of the
Corporation shall be exercised by or under authority of its Board of Directors.
Section 2. Number and Term. The Board of Directors shall consist of not
fewer than three nor more than thirteen Directors, as specified by a resolution
of a majority of the entire Board of Directors, provided that at least 60% of
the entire Board of Directors shall be both citizens and residents of Mexico and
at least 40% of the entire Board of Directors shall be persons who are not
interested persons of the Corporation as defined in the Investment Company Act
of 1940. Each Director (whenever selected) shall hold office until his successor
is elected and qualified or until his earlier death, resignation or removal.
Section 3. Election. Commencing with Annual Meeting of Stockholders
held in 1987 and thereafter, the Directors shall be divided into three classes,
as nearly equal in number as possible, with the term of office of the first
class to expire at the Annual Meeting of Stockholders held in 1988, the term of
office of the second class to expire at the Annual Meeting of Stockholders held
in 1989, and the term of office of the third class to expire at the Annual
Meeting of Stockholders held in 1990. At each Annual Meeting of Stockholders
beginning at the Annual Meeting held in 1988, successors to the class of
Directors whose term expires at that Annual Meeting shall be elected for a
three-year term.
Section 4. Vacancies and Newly Created Directorships. If any vacancies
shall occur in the Board of Directors by reason of death, resignation, removal
or otherwise, or if the authorized number of Directors shall be increased, the
Directors then in office shall continue to act, and such vacancies (if not
previously filled by the Stockholders) may be filled by a majority of the
Directors then in office, although less than a quorum, except that a newly
created Directorship may be filled only by a majority vote of the entire Board
of Directors; provided, however, that immediately after filling such vacancy, at
least two-thirds (2/3) of the Directors then holding office shall have been
elected to such office by the Stockholders of the Corporation. In the event that
at any time, other than the time preceding the first annual Stockholders'
meeting, less than a majority of the Directors of the Corporation holding office
at that time were elected by the Stockholders, a meeting of the Stockholders
shall be held promptly and in any event within 60 days for the purpose of
electing Directors to fill any existing vacancies in the Board of Directors
unless the Securities and Exchange Commission shall by order extend such period.
Section 5. Removal. At any meeting of Stockholders duly called and at
which a quorum is present, the Stockholders may, by the affirmative votes of the
holders of at least 80% of the combined voting power of all classes of shares of
capital stock entitled to vote in the election of Directors, remove any Director
or Directors from office, but only for cause, and may elect a successor or
successors to fill any resulting vacancies for the unexpired terms of the
removed Directors.
Section 6. Annual and Regular Meetings. The annual meeting of the Board
of Directors for choosing officers and transacting other proper business shall
be held immediately after the annual Stockholders' meeting at the place of such
meeting or at such other time and place as the Board may determine. The Board of
Directors from time to time may provide by resolution for the holding of regular
meetings and fix their time and place within or outside the State of Maryland.
Notice of such annual and regular meetings need not be in writing, provided that
written notice of any change in the time or place of such meetings shall be sent
promptly to each Director not present at the meeting at which such change was
made in the manner provided in Section 7 of this Article III for notice of
special meetings. Members of the Board of Directors or any committee designated
thereby may participate in a meeting of such Board or committee by means of a
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other at the same time and
participation by such means shall constitute presence in person at a meeting.
Section 7. Special Meetings. Special meetings of the Board of Directors
may be held at any time or place and for any purpose when called by the Chairman
of the Board or by a majority of the Directors. Notice of special meetings,
stating the time and place, shall be (1) mailed to each Director at his
residence or regular place of business at least five days before the day on
which a special meeting is to be held or (2) delivered to him personally or
transmitted to him by telegraph, cable or wireless at least one day before the
meeting.
Section 8. Waiver of Notice. No notice of any meeting need be given to
any Director who is present at the meeting or who waives notice of such meeting
in writing (which waiver shall be filed with the records of such meeting),
whether before or after the time of the meeting.
Section 9. Quorum and Voting. At all meetings of the Board of
Directors, the presence of a majority of the number of Directors then in office
shall constitute a quorum for the transaction of business. In the absence of a
quorum, a majority of the Directors present may adjourn the meeting, from time
to time, until a quorum shall be present. The action of a majority of the
Directors present at a meeting at which a quorum is present shall be the action
of the Board of Directors, unless the concurrence of a greater proportion is
required for such action by law, by the Articles of Incorporation or by these
By-Laws, provided that no action shall be taken without the affirmative vote of
75% of the Directors, including a majority of the Directors who are citizens and
residents of Mexico, with respect to the following matters:
(i) a merger or consolidation of the Corporation with or into,
or the sale of substantially all of the Corporation's
assets to, any other company;
(ii) the dissolution of the Corporation;
(iii) any amendment to the Articles of Incorporation of the
Corporation; (iv) the election of officers and the
compensation of directors and officers; or
(v) any amendment to Section 2 of this Article III.
Section 10. Action Without a Meeting. Any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if a written consent to such action is signed by
all members of the Board or of such committee, as the case may be, and such
written consent is filed with the minutes of proceedings of the Board or
committee.
Section 11. Compensation of Directors. Directors shall be entitled to
receive such compensation from the Corporation for their services as may from
time to time be determined by resolution of the Board of Directors in the manner
provided by Section 9 of this Article III.
Section 12. Amendment. Notwithstanding any other provision of these
By-Laws, the provisions of Section 3, Section 5 and this Section 12 of this
Article III may be amended only by the affirmative vote of the holders of at
least 80% of the combined voting power of all classes of shares of capital stock
entitled to vote in the election of Directors.
ARTICLE IV.
COMMITTEES
Section 1. Organization. By resolution adopted by the Board of
Directors, the Board may designate one or more committees, including an
Executive Committee. The Chairmen of such committees shall be elected by the
Board of Directors. Each member of a committee shall be a director and shall
hold office at the pleasure of the Board. The Board of Directors shall have the
power at any time to change the members of such committees and to fill vacancies
in the committees. The Board may delegate to these committees any of its powers,
except the power to declare a dividend, authorize the issuance of stock,
recommend to Stockholders any action requiring Stockholders' approval, amend
these By-Laws, or approve any merger or share exchange which does not require
Stockholder approval.
Section 2. Executive Committee. Unless otherwise provided by resolution
of the Board of Directors, when the Board of Directors is not in session the
Executive Committee shall have and may exercise all powers of the Board of
Directors in the management of the business and affairs of the Corporation that
may lawfully be exercised by an Executive Committee. The Chairman of the Board,
if any, and the President shall be members of the Executive Committee.
Section 3. Other Committees. The Board of Directors may appoint other
committees which shall have such powers and perform such duties as may be
delegated from time to time by the Board.
Section 4. Proceedings and Quorum. In the absence of an appropriate
resolution of the Board of Directors, each committee may adopt such rules and
regulations governing its proceedings, quorum and manner of acting as it shall
deem proper and desirable. In the event any member of any committee is absent
from any meeting, the members thereof present at the meeting, whether or not
they constitute a quorum, may appoint a member of the Board of Directors to act
in the place of such absent member.
ARTICLE V.
OFFICERS
Section 1. General. The officers of the Corporation shall be a
President, a Secretary and a Treasurer, and may include one or more Vice
Presidents, Assistant Secretaries or Assistant Treasurers, and such other
officers as may be appointed in accordance with the provisions of Section 9 of
this Article. The Board of Directors may elect, but shall not be required to
elect, a Chairman of the Board.
Section 2. Election, Tenure and Qualifications. The officers of the
Corporation, except those appointed as provided in Section 9 of this Article V,
shall be elected by the Board of Directors at its first meeting or such meetings
as shall be held prior to its first annual meeting, and thereafter annually at
its annual meeting. If any officers are not chosen at any annual meeting, such
officers may be chosen at any subsequent regular or special meeting of the
Board. Except as otherwise provided in this Article V, each officer chosen by
the Board of Directors shall hold office until the next annual meeting of the
Board of Directors and until his successor shall have been elected and
qualified. Any person may hold one or more offices of the Corporation except the
offices of President and Vice President. The Chairman of the Board shall be
elected from among the Directors of the Corporation and may hold such office
only so long as he continues to be a Director. No other officer need be a
Director.
Section 3. Removal and Resignation. Whenever in the Board's judgment
the best interest of the Corporation will be served thereby, any officer may be
removed from office by the vote of a majority of the members of the Board of
Directors given at a regular meeting or any special meeting called for such
purpose. Any officer may resign his office at any time by delivering a written
resignation to the Board of Directors, the President, the Secretary, or any
Assistant Secretary. Unless otherwise specified therein, such resignation shall
take effect upon delivery.
Section 4. Chairman of the Board. The Chairman of the Board, if there
be such an officer, shall be the senior officer of the Corporation, shall
preside at all Stockholders' meetings and at all meetings of the Board of
Directors and shall be ex officio a member of all committees of the Board of
Directors. He shall have such powers and perform such other duties as may be
assigned to him from time to time by the Board of Directors.
Section 5. President. The President shall be the chief executive
officer of the Corporation and, in the absence of the Chairman of the Board or
if no Chairman of the Board has been chosen, he shall preside at all
Stockholders' meetings and at all meetings of the Board of Directors and shall
in general exercise the power and perform the duties of the Chairman of the
Board. Subject to the supervision of the Board of Directors, he shall have
general charge of the business, affairs and property of the Corporation and
general supervision over its officers, employees and agents. Except as the Board
of Directors may otherwise order, he may sign in the name and on behalf of the
Corporation all deeds, bonds, contracts, or agreements. He shall exercise such
other powers and perform such other duties as from time to time may be assigned
to him by the Board of Directors.
Section 6. Vice President. The Board of Directors may from time to time
elect one or more Vice Presidents who shall have such powers and perform such
duties as from time to time may be assigned to them by the Board of Directors or
the President. At the request or in the absence or disability of the President,
the Vice President (or, if there are two or more Vice Presidents, then the
senior of the Vice Presidents present and able to act) may perform all the
duties of the President and, when so acting, shall have all the powers of and be
subject to all the restrictions upon the President.
Section 7. Treasurer and Assistant Treasurers. The Treasurer shall be
the principal financial and accounting officer of the Corporation and shall have
general charge of the finances and books of account of the Corporation. Except
as otherwise provided by the Board of Directors, he shall have general
supervision of the funds and property of the Corporation and of the performance
by the Custodian of its duties with respect thereto. He shall render to the
Board of Directors, whenever directed by the Board, an account of the financial
condition of the Corporation and of all his transactions as Treasurer; and as
soon as possible after the close of each financial year he shall make and submit
to the Board of Directors a like report for such financial year. He shall
perform all acts incidental to the Office of Treasurer, subject to the control
of the Board of Directors.
Any Assistant Treasurer may perform such duties of the Treasurer as the
Treasurer or the Board of Directors may assign, and, in the absence of the
Treasurer, he may perform all the duties of the Treasurer.
Section 8. Secretary and Assistant Secretaries. The Secretary shall
attend to the giving and serving of all notices of the Corporation and shall
record all proceedings of the meetings of the Stockholders and Directors in
books to be kept for that purpose. He shall keep in safe custody the seal of the
Corporation, and shall have charge of the records of the Corporation, including
the stock books and such other books and papers as the Board of Directors may
direct and such books, reports, certificates and other documents required by law
to be kept, all of which shall at all reasonable times be open to inspection by
any Director. He shall perform such other duties as appertain to his office or
as may be required by the Board of Directors.
Any Assistant Secretary may perform such duties of the Secretary as the
Secretary or the Board of Directors may assign, and, in the absence of the
Secretary, he may perform all the duties of the Secretary.
Section 9. Subordinate Officers. The Board of Directors from time to
time may appoint such other officers or agents as it may deem advisable, each of
whom shall have such title, hold office for such period, have such authority and
perform such duties as the Board of Directors may determine. The Board of
Directors from time to time may delegate to one or more officers or agents the
power to appoint any such subordinate officers or agents and to prescribe their
respective rights, terms of office, authorities and duties.
Section 10. Remuneration. The salaries or other compensation of the
officers of the Corporation shall be fixed from time to time by resolution of
the Board of Directors in the manner provided by Section 9 of Article III,
except that the Board of Directors may by resolution delegate to any person or
group of persons the power to fix the salaries or other compensation of any
subordinate officers or agents appointed in accordance with the provision of
Section 9 of this Article V.
Section 11. Surety Bonds. The Board of Directors may require any
officer or agent of the Corporation to execute a bond (including, without
limitation, any bond required by the Investment Company Act of 1940, as amended,
and the rules and regulations of the Securities and Exchange Commission) to the
Corporation in such sum and with such surety or sureties as the Board of
Directors may determine, conditioned upon the faithful performance of his duties
to the Corporation, including responsibility for negligence and for the
accounting of any of the Corporation's property, funds or securities that may
come into his hands.
ARTICLE VI.
CAPITAL STOCK
Section 1. Certificates of Stock. The interest of each Stockholder of
the Corporation shall be evidenced by certificates for shares of stock in such
form as the Board of Directors may from time to time prescribe. No certificate
shall be valid unless it is signed by the President or a Vice-President and by
the Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer of the Corporation and sealed with its seal, or bears the facsimile
signatures of such officers and a facsimile of such seal.
Section 2. Transfer of Shares. Shares of the Corporation shall be
transferable on the books of the Corporation by the holder thereof in person or
by his duly authorized attorney or legal representative upon surrender and
cancellation of a certificate or certificates for the same number of shares of
the same class, duly endorsed or accompanied by proper instruments of assignment
and transfer, with such proof of the authenticity of the signature as the
Corporation or its agents may reasonably require. The shares of stock of the
Corporation may be freely transferred, and the Board of Directors may, from time
to time, adopt rules and regulations with reference to the method of transfer of
the shares of stock of the Corporation.
Section 3. Stock Ledgers. The stock ledgers of the Corporation,
containing the names and addresses of the Stockholders and the number of shares
held by them respectively, shall be kept at the principal offices of the
Corporation or, if the Corporation employs a transfer agent, at the offices of
the transfer agent of the Corporation.
Section 4. Transfer Agents and Registrars. The Board of Directors may
from time to time appoint or remove transfer agents and/or registrars of
transfers of shares of stock of the Corporation, and it may appoint the same
person as both transfer agent and registrar. Upon any such appointment being
made all certificates representing shares of capital stock thereafter issued
shall be countersigned by one of such transfer agents or by one of such
registrars of transfers or by both and shall not be valid unless
countersignature by such person shall be required.
Section 5. Fixing of Record Date. The Board of Directors may fix in
advance a date as a record date for the determination of the Stockholders
entitled to notice of or to vote at any Stockholders' meeting or any adjournment
thereof, or to express consent to corporate action in writing without a meeting,
or to receive payment of any dividend or other distribution or allotment of any
rights, or to exercise any rights in respect of any change, conversion or
exchange of stock, or for the purpose of any other lawful action, provided that
(1) such record date shall be within 60 days prior to the date on which the
particular action requiring such determination will be taken, (2) the transfer
books shall not be closed for a period longer than 20 days, and (3) in the case
of a meeting of Stockholders, the record date or any closing of the transfer
books shall be at least 10 days before the date of the meeting.
Section 6. Lost, Stolen or Destroyed Certificates. Before issuing a new
certificate for stock of the Corporation alleged to have been lost, stolen or
destroyed, the Board of Directors or any officer authorized by the Board may, in
its discretion, require the owner of the lost, stolen or destroyed certificate
(or his legal representative) to give the Corporation a bond or other indemnity,
in such form and in such amount as the Board or any such officer may direct and
with such surety or sureties as may be satisfactory to the Board or any such
officer, sufficient to indemnify the Corporation against any claim that may be
made against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.
ARTICLE VII.
FISCAL YEAR AND ACCOUNTANT
Section 1. Fiscal Year. The fiscal year of the Corporation shall,
unless otherwise ordered by the Board of Directors, be twelve calendar months
ending on the 31st day of October.
Section 2. Accountant.
(a) The Corporation shall employ an independent public
accountant or a firm of independent public accountants as its Accountant to
examine the accounts of the Corporation and to sign and certify financial
statements filed by the Corporation. The Accountant's certificates and reports
shall be addressed both to the Board of Directors and to the Stockholders. The
employment of the Accountant shall be conditioned upon the right of this
Corporation to terminate the employment forthwith without any penalty by vote of
a majority of the outstanding voting securities at any Stockholders' meeting
called for that purpose.
(b) A majority of the members of the Board of Directors
who are not interested persons (as such term is defined in the Investment
Company Act of 1940, as amended) of the Corporation shall select the Accountant
at any meeting held within 10 days before or after the beginning of the fiscal
year of the Corporation or before the annual Stockholders' meeting in that year.
Such selection shall be submitted for ratification or rejection at the next
succeeding annual Stockholders' meeting. If such meeting shall reject such
selection, the Accountant shall be selected by majority vote of the
Corporation's outstanding voting securities, either at the meeting at which the
rejection occurred or at a subsequent meeting of Stockholders called for that
purpose.
(c) Any vacancy occurring between annual meetings, due
to the resignation of the Accountant, may be filled by the vote of a majority of
the members of the Board of Directors who are not interested persons.
ARTICLE VIII.
CUSTODY OF SECURITIES
Section 1. Employment of a Custodian. The Corporation shall place and
at all times maintain in the custody of a Custodian (including any subcustodian
for the Custodian) all funds, securities and similar investments owned by the
Corporation. The Custodian (and any subcustodian) shall be an institution
eligible to serve as a custodian to the Corporation pursuant to the Investment
Company Act of 1940, as amended, and the regulations thereunder. The Custodian
shall be appointed from time to time by the Board of Directors, which shall fix
its remuneration.
Section 2. Termination of Custodian Agreement. Upon termination of the
Custodian Agreement or inability of the Custodian to continue to serve, the
Board of Directors shall promptly appoint a successor Custodian, but in the
event that no successor Custodian can be found who has the required
qualifications and is willing to serve, the Board of Directors shall call as
promptly as possible a special meeting of the Stockholders to determine whether
the Corporation shall function without a Custodian or shall be liquidated. If so
directed by vote of the holders of a majority of the outstanding shares of stock
of the Corporation, the Custodian shall deliver and pay over all property of the
Corporation held by it as specified in such vote.
ARTICLE IX.
INVESTMENT AND OTHER RESTRICTIONS
Section 1. Limitations. (a) The following investment limitations are
fundamental policies of the Corporation and may not be changed without the
approval of either (1) more than two-thirds of the Corporation's outstanding
shares present at a meeting at which holders of more than 50% of the outstanding
shares are present in person or by proxy, or (2) more than one-half of the
Corporation's outstanding shares.
1. As to 75% of its assets, the Corporation may not (a)
invest more than 5% of its assets (at the time of
such purchase) in the securities of any one issuer,
or (b) purchase more than 10% of the voting equity
securities (at the time of such purchase) of any one
issuer. The Corporation may not, however, invest more
than 25% of its assets in short-term debt
certificates and other obligations of the Mexican
Federal Government.
2. The Corporation may not invest more than 25% of the
Corporation's total assets (at the time of purchase)
in any one industry.
3. The Corporation may not invest in real estate or
real estate mortgages.
4. The Corporation may issue senior securities as
defined in the U.S. Investment Company Act of 1940,
as amended, or borrow through bank loans in an amount
not in excess of 33-1/3% of the Corporation's total
assets (including the amount represented by such
senior securities or borrowing).
5. The Corporation also may purchase on margin, write
put or call options and engage in short sales of
securities not owned by the Corporation.
6. The Corporation may not act as an underwriter of
securities of other issuers (except in connection
with the purchase of securities for the Corporation's
investment portfolio or the sale of subscription
rights issued by portfolio companies).
7. The Corporation may not purchase commodities or
commodities contracts.
8. The Corporation may not make loans other than through
the purchase of publicly traded fixed income
securities or short-term obligations of publicly held
Mexican corporations. The Corporation may lend its
securities, provided that the loan is secured
continually by collateral in an amount at least equal
to the current market value of the securities loaned
and the Corporation will receive any interest or
dividends paid on the loaned securities. Such
collateral may consist of U.S. dollars, securities
issued or guaranteed by the United States Government
or its agencies or instrumentalities ("U.S.
Government securities") or irrevocable stand-by
letters of credit issued by a bank. The Corporation
may invest such cash collateral in short-term liquid
U.S. money market securities, including but not
limited to, U.S. Government securities, commercial
paper and floating rate notes of U.S. issuers.
If the percentage limitations set forth in investment restrictions (1)
and (2) are adhered to at the time an investment is made, a change in percentage
resulting other than from such investment will not be deemed contrary thereto.
Such restrictions may be deviated from on a temporary basis in the light of
market or other conditions, and nothing therein shall be deemed to prohibit the
Corporation from purchasing the securities of any issuer pursuant to the
exercise of subscription rights distributed to the Corporation by the issuer,
except that no such purchase may be made if as a result the Corporation would no
longer be a diversified investment company as defined in the investment Company
Act of 1940.
(b) The following operating policies of the Corporation may not be
modified without the approval of two-thirds of the Corporation's Board of
Directors.
1. The Corporation may not issue senior securities as
defined in the U.S. Investment Company Act of 1940,
as amended, and may not borrow through bank loans in
an amount not in excess of 10% of the Corporation's
total assets (and then only to meet temporary cash
needs).
2. The Corporation may not purchase on margin, write put
or call options and engage in short sales of
securities not owned by the Corporation.
3. The Corporation may not make loans other than through
the purchase of publicly traded fixed income
securities or short-term obligations of publicly held
Mexican corporations.
ARTICLE X.
INDEMNIFICATION AND INSURANCE
Section 1. Indemnification of Officers, Directors, Employees and
Agents. The Corporation shall indemnify each person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
("Proceeding"), by reason of the fact that he is or was a Director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a Director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against all expenses,
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such Proceeding to
the maximum extent permitted by the laws of the State of Maryland.
Notwithstanding the foregoing, the following provisions shall apply with respect
to indemnification of the Corporation's Directors, officers, investment adviser
and principal underwriter:
(a) whether or not there is an adjudication of liability
in such Proceeding, the Corporation shall not
indemnify any such person for any liability arising
by reason of such person's willful misfeasance, bad
faith, gross negligence, or reckless disregard of the
duties involved in the conduct of his office or under
any contract or agreement with the Corporation
("disabling conduct"); and
(b) the Corporation shall not indemnify any such person
unless:
(1) the court or other body before which the
Proceeding was brought (i) dismisses the
Proceeding for insufficiency of evidence of
any disabling conduct, or (ii) reaches a
final decision on the merits that such
person was not liable by reason of disabling
conduct; or
(2) absent such a decision, a reasonable
determination is made, based upon a review
of the facts, by (i) the vote of a majority
of a quorum of the Directors of the
Corporation who are neither interested
persons of the Corporation as defined in the
Investment Company Act of 1940, as amended,
nor parties to the Proceeding, or (ii) if
such quorum is not obtainable, or even if
obtainable, if a majority of a quorum of
Directors described in paragraph (b)(2)(i)
so directs, by independent legal counsel in
a written opinion, that such person was not
liable by reason of disabling conduct.
Expenses (including attorneys' fees)
incurred in defending a Proceeding involving
any such person will be paid by the
Corporation in advance of the final
disposition thereof upon an undertaking by
such person to repay such expenses (unless
it is ultimately determined that he is
entitled to indemnification), if:
(i) such person shall provide adequate
security for his undertaking;
(ii) the Corporation shall be insured
against losses arising by reason of
such advance; or
(ii) a majority of a quorum of the
Directors of the Corporation who are
neither interested persons of the
Corporation as defined in the
Investment Company Act of 1940, as
amended, nor parties to the
Proceeding, or independent legal
counsel in a written opinion, shall
determine, based on a review of
readily available facts, that there
is reason to believe that such
person will be found to be entitled
to indemnification.
ARTICLE XI.
AMENDMENTS AND MISCELLANEOUS MATTERS
Section 1. General. Except as provided in Section 2 of this Article XI,
all By-Laws of the Corporation, whether adopted by the Board of Directors or the
Stockholders, shall be subject to amendment, alteration or repeal, and new
By-Laws may be made by the affirmative vote of a majority of either: (1) the
holders of record of the outstanding shares of stock of the Corporation entitled
to vote, at any annual or special meeting, the notice or waiver of notice of
which shall have specified or summarized the proposed amendment, alteration,
repeal or new By-Law; or (2) the Directors, at any regular or special meeting
the notice or waiver of notice of which shall have specified or summarized the
proposed amendment, alteration, repeal or new By-Law.
Section 2. By Stockholders Only. No amendment of any section of these
By-Laws shall be made except by the Stockholders of the Corporation if the
By-Laws provide that such section may not be amended, altered or repealed except
by the Stockholders. From and after the issue of any shares of the capital stock
of the Corporation: (1) no amendment, alteration or repeal of Paragraph (a) of
Article IX shall be made except by the affirmative vote of the holders of
either: (a) more than two-thirds of the Corporation's outstanding shares present
at a meeting at which the holders of more than 50% of the outstanding shares are
present in person or by proxy, or (b) more than 50% of the Corporation's
outstanding shares; and (2) no amendment, alteration or repeal of Article III,
Section 9 or this Article XI shall be made except by the affirmative vote of the
holders of at least two-thirds of the Corporation's outstanding shares.
Section 3. Counselors. The Board of Directors may from time to time
retain one or more qualified persons to act as counselors. Any counselor may be
removed from such position with or without cause by the vote of a majority of
the Board of Directors given at any regular or special meeting. A counselor may
be invited to attend meetings of the Board of Directors but shall not be present
at any portion of a meeting from which the counselor shall have been excluded by
vote of the Directors. A counselor shall not be a "Director," "officer," or
"employee" within the meaning of the Corporation's Charter, the Investment
Company Act of 1940, as amended, or these By-Laws, shall not be deemed to be a
member of an "advisory board" or an "investment adviser" within the meaning of
the Investment Company Act of 1940, as amended, shall not hold himself or
herself out as any of the foregoing, and shall not be liable to any person for
any act of the Corporation. A counselor shall not have the powers of a Director,
may not vote at meetings of the Board of Directors, shall not take part in the
operation or governance of the Corporation and shall have no power to determine
that any security or other investment shall be purchased or sold by the
Corporation. A counselor shall (i) furnish to the Corporation information about
securities and currency markets, political developments, economic and business
factors and trends, (ii) provide advice to the Corporation regarding such
developments, factors and trends, and/or (iii) provide advice to the Corporation
as to occasional transactions in specific securities or investments, but without
generally furnishing advice or making recommendations regarding the purchase or
sale of securities. Counselors may confer with each other, but each counselor
shall provide such advice and furnish such information individually and not as a
board, group or in any other joint capacity. Each counselor shall be entitled to
receive compensation, if any, as may from time to time be fixed by the Board of
Directors. Each counselor may also be reimbursed by the Corporation for
reasonable expenses incurred in attending meetings of the Board of Directors or
otherwise.
INVESTMENT ADVISORY
AND MANAGEMENT AGREEMENT
Investment Advisory and Management Agreement dated December 1, 1990, as
amended and restated dated June 16, 1998 ("Agreement") between THE MEXICO FUND,
INC., a Maryland corporation (the "Corporation"), and IMPULSORA DEL FONDO
MEXICO, S.A. de C.V., a Mexican corporation having its principal office in
Mexico City, Mexico (the "Adviser").
WHEREAS, the Corporation is registered with the United States
Securities and Exchange Commission ("SEC") as a closed-end, diversified
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"), and the Adviser is registered with the SEC as an
investment adviser under the Investment Advisers Act of 1940, as amended (the
"Advisers Act"), and is authorized by the Mexican Securities and Banking
Commission ("CNBV") to conduct business in Mexico;
WHEREAS, the Corporation's investment objective is to invest and
reinvest its assets in Mexican securities; and
WHEREAS, the Corporation desires to retain the Adviser to furnish
investment advisory and management services for the Corporation and the Adviser
is willing to furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties as follows:
1. Appointment of the Adviser. The Corporation appoints the Adviser to
act as investment adviser to the Corporation for the period and on the terms set
forth in this Agreement. The Adviser accepts such appointment and agrees to
furnish the services herein set forth for the compensation provided.
2. Investment Advisory and Management Services. The Adviser undertakes
and agrees:
(a) To make investment decisions on behalf of the
Corporation, to make available to the Corporation any necessary research and
statistical data in connection therewith, and to supervise the acquisition and
disposition of investments for the Corporation, including the selection of the
brokers or dealers to carry out portfolio transactions for the Corporation;
(b) To comply with any and all provisions of the 1940 Act and
the Advisers Act, and all provisions of any rules, regulations and orders of the
SEC which are now or may, from time to time, be applicable to the Adviser and to
its directors, officers, employees and interested persons (as such term is
defined in the 1940 Act), and to comply with any and all provisions of the
Mexican securities laws, as well as with any rules, regulations and orders of
the CNBV which are now or may, from time to time, be applicable to the Adviser
and to its directors, officers and employees; and
(c) To assist the Corporation in qualifying as a regulated
investment company under the Internal Revenue Code and any and all applicable
regulations of the Internal Revenue Service promulgated thereunder.
3. Compensation.
(a) As compensation for the services rendered and the
expenses borne by the Adviser pursuant to this Agreement, the Corporation agrees
to pay to the Adviser a fee, computed at the end of each calendar month on the
basis of the average daily value of the net assets of the Corporation (as
translated into dollars) for such month, at the annual rate of 0.85% of 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. The fee
shall be based on the average daily value of the net assets of the Corporation
for any period less than a full month during which this Agreement is in effect
and shall be prorated according to the proportion which such period bears to a
full month. Each fee payment shall be made within fifteen days after the end of
each month.
(b) The average daily value of the Corporation's net assets
shall be determined on the basis of the value of all assets held for the account
of the Corporation each business day as of the close of business on the Mexican
Stock Exchange (the "Exchange"). For this purpose the method of establishing
such value shall be as follows:
(i) All securities for which current market
quotations on the Exchange are readily available shall be valued at the last
quoted sales price on the Exchange on such day, or if there has been no sale, at
the last quoted bid price; and
(ii) All other securities shall be valued by the
Adviser as determined by the Board of Directors of the Corporation in good faith
to be fair.
4. Expenses. The Adviser shall bear all expenses incurred by it in
connection with its duties and activities under this Agreement. The Adviser
further agrees to pay all salaries, fees, and expenses of the Corporation's
directors and officers who are employees, officers, or directors of the Adviser.
The Corporation will bear all of its other expenses including expenses of
organizing the Corporation; fees and expenses of the Corporation's directors who
are not employees, officers, or directors of the Adviser; interest expense;
taxes and governmental fees; brokerage commissions and other expense incurred in
acquiring or disposing of the Corporation's portfolio securities; expenses of
preparing stock certificates and other expenses in connection with the issuance,
offering, distribution, sale or underwriting of securities issued by the
Corporation; expenses of registering and qualifying the Corporation's shares for
sale with the SEC and in various states and foreign jurisdictions; auditing,
accounting, insurance and legal costs; custodian, dividend disbursing and
transfer agent cost; expenses of obtaining and maintaining stock exchange
listings of the Corporation's shares; and the expenses of shareholders' meetings
and of the preparation and distribution of reports to shareholders.
5. Duration and Termination. This Agreement shall become effective on
December 1, 1990, shall terminate on August 31, 1991 and, thereafter, if not
sooner terminated, shall continue in effect for successive periods of twelve
months each, provided that each such continuance shall be specifically approved
annually by the vote of a majority of the Corporation's Board of Directors who
are not parties to this Agreement or interested persons (as such term is defined
in the 1940 Act) of any such party, cast in person at a meeting called for the
purpose of voting on such approval and either (a) the vote of a majority of the
outstanding voting securities of the Corporation, or (b) a majority of the
Corporation's Board of Directors as a whole. Notwithstanding the foregoing, this
Agreement may be terminated at any time by the Corporation, without the payment
of any penalty, upon vote of a majority of the Corporation's Board of Directors
or a majority of the outstanding voting securities of the Corporation, or by the
Adviser, on sixty days written notice to the other party. This Agreement shall
automatically terminate in the event of its assignment (as such term is defined
in the 1940 Act). In the event this Agreement is terminated and a successor to
the Advisor is not selected by the Corporation within sixty days thereafter, the
Adviser will act hereunder solely to dispose in an orderly manner of the
Corporation's assets and will receive the compensation provided for herein until
such disposition is completed.
6. Short Sales of the Corporation's Stock. The Adviser agrees that it
will not make a short sale of any capital stock of the Corporation or purchase
any share of capital stock of the Corporation otherwise than for investment.
7. Liability of the Adviser. The Adviser may rely on information
reasonably believed by it to be accurate and reliable. Except as may otherwise
be provided by the 1940 Act, neither the Adviser nor its shareholders, officers,
directors, employees or agents shall be subject to, and the Corporation shall
indemnify and hold such persons harmless from and against, any liability for and
any damages, expenses or losses incurred in connection with any act or omission
in the course of, connected with or arising out of any services to be rendered
hereunder, except by reason of willful misfeasance, bad faith or gross
negligence in the performance of the Adviser's duties or by reason of reckless
disregard of the Adviser's obligations and duties under this Agreement.
8. Services Not Exclusive. It is understood that the services of the
Adviser are not deemed to be exclusive, and nothing in this Agreement shall
prevent the Adviser, or any affiliate thereof, from providing similar services
to other investment companies and other clients (whether or not their investment
objective and policies are similar to those of the Corporation) or from engaging
in other activities. When other clients of the Adviser desire to purchase or
sell a security at the same time such security is purchased for the Corporation,
it is understood that such purchases and sales will be made as nearly as
practicable on a pro rata basis in proportion to the amounts desired to be
purchased or sold by each client.
9. Miscellaneous
(a) This Agreement shall be construed in accordance with the
laws of the State of Maryland, provided that nothing herein shall be construed
as being inconsistent with the 1940 Act, the Advisers Act, applicable Mexican
securities laws and any rules, regulations and orders of the SEC and the CNBV.
(b) The captions in this Agreement are included for
convenience only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
(c) If any provisions of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby and, to this extent, the provisions of
this Agreement shall be deemed to be severable.
(d) Nothing herein shall be construed as constituting the
Adviser an agent of the Corporation.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed as of the day and year first above written.
The Mexico Fund, Inc.
By:
/s/ Jose Luis Gomez Pimienta
President
Impulsora del Fondo Mexico, S.A. de C.V.
By:
/s/ Jose Luis Gomez Pimienta
Director General
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
constitutes and appoints Allan S. Mostoff, Sander M. Bieber, Dilia M. Caballero
and Douglas P. Dick and each of them, his true and lawful attorney-in-fact and
agent with full power of substitution and resubstitution for him in his name,
place, and stead, in any and all capacities, to sign any and all registration
statements applicable to The Mexico Fund, Inc. and any amendments, exhibits, or
supplements thereto, and to file the same, with all other documents in
connection therewith, with the U.S. Securities and Exchange Commission, granting
unto each said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that each said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has executed this power of
attorney in the capacities and on the dates indicated.
NAME TITLE DATE
/s/ Jose Luis Gomez Pimienta President, Director June 16, 1998
and Principal
Executive Officer
/s/ Carlos H. Woodworth Treasurer June 16, 1998
and Principal
Financial and
Accounting Officer
/s/ Juan Gallardo T. Director June 16, 1998
/s/ Philip Caldwell Director June 16, 1998
<PAGE>
Power of Attorney
Page 2
NAME TITLE DATE
/s/ Claudio X. Gonzalez Director June 16, 1998
/s/ Robert L. Knauss Director June 16, 1998
/s/ Agustin Santamarina V. Director June 16, 1998
/s/ Jaime Serra Puche Director June 16, 1998
