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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940
[_] Check box if no longer subject of Section 16. Form 4 or Form 5 obligations
may continue. See Instruction 1(b).
________________________________________________________________________________
1. Name and Address of Reporting Person*
Telmex Financial Ventures, LLC ("TFV")
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(Last) (First) (Middle)
1105 North Market Street, Suite 1300
--------------------------------------------------------------------------------
(Street)
Wilmington, DE 19801
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(City) (State) (Zip)
________________________________________________________________________________
2. Issuer Name and Ticker or Trading Symbol
Prodigy Communications Corporation (PRGY)
________________________________________________________________________________
3. IRS Identification Number of Reporting Person, if an Entity (Voluntary)
________________________________________________________________________________
4. Statement for Month/Year
September/2000
________________________________________________________________________________
5. If Amendment, Date of Original (Month/Year)
________________________________________________________________________________
6. Relationship of Reporting Person to Issuer
(Check all applicable)
[_] Director [X] 10% Owner
[_] Officer (give title below) [_] Other (specify below)
________________________________________________________________________________
7. Individual or Joint/Group Filing (Check applicable line)
[_] Form filed by one Reporting Person
[X] Form filed by more than one Reporting Person
________________________________________________________________________________
================================================================================
Table I -- Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
================================================================================
<TABLE>
6.
4. 5. Owner-
Securities Acquired (A) or Amount of ship
3. Disposed of (D) Securities Form: 7.
Transaction (Instr. 3, 4 and 5) Beneficially Direct Nature of
2. Code ------------------------------- Owned at End (D) or Indirect
1. Transaction (Instr. 8) (A) of Month Indirect Beneficial
Title of Security Date ------------ Amount or Price (Instr. 3 (I) Ownership
(Instr. 3) (mm/dd/yy) Code V (D) and 4) (Instr.4) (Instr. 4)
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Class A Common Stock, par value $0.01 9/1/2000 P 30,000 A 7.45312 12,513,200 D
per share ("Class A Common Shares")
------------------------------------------------------------------------------------------------------------------------------------
Class A Common Shares 9/5/2000 P 20,000 A 7.78130 12,513,200 D
------------------------------------------------------------------------------------------------------------------------------------
Class A Common Shares 9/6//2000 P 3,000 A 7.56250 12,513,200 D
------------------------------------------------------------------------------------------------------------------------------------
Class A Common Shares 9/8/2000 P 23,000 A 7.65630 12,513,200 D
====================================================================================================================================
</TABLE>
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
* If the Form is filed by more than one Reporting Person, see Instruction
4(b)(v).
<PAGE>
FORM 4 (continued)
Table II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
================================================================================
<TABLE>
10.
9. Owner-
Number ship
of Form
2. Deriv- of
Conver- 5. 7. ative Deriv- 11.
sion Number of Title and Amount Secur- ative Nature
or Derivative 6. of Underlying 8. ities Secur- of
Exer- 4. Securities Date Securities Price Bene- ity: In-
cise 3. Trans- Acquired (A) Exercisable and (Instr. 3 and 4) of ficially Direct direct
Price Trans- action or Disposed Expiration Date ---------------- Deriv- Owned (D) or Bene-
1. of action Code of(D) (Month/Day/Year) Amount ative at End In- ficial
Title of Deriv- Date (Instr. (Instr. 3, ---------------- or Secur- of direct Owner-
Derivative ative (Month/ 8) 4 and 5) Date Expira- Number ity Month (I) ship
Security Secur- Day/ ------ ------------ Exer- tion of (Instr. (Instr. (Instr. (Instr.
(Instr. 3) ity Year) Code V (A) (D) cisable Date Title Shares 5) 4) 4) 4)
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
====================================================================================================================================
</TABLE>
Explanation of Responses: See attached Exhibit to Form 4, which is hereby
incorporated herein by reference.
** Intentional misstatements or omissions of facts constitute Federal
Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this form, one of which must be manually signed.
If space is insufficient, see Instruction 6 for procedure.
<PAGE>
Exhibit to Form 4
Name and Address of Additional Reporting Persons:
Telefonos de Mexico, S.A. de C.V. ("Telmex") with the following address:
Parque Via 190
Oficina 1016
Colonia Cuauhtemoc 06599
Mexico, D.F., Mexico
Carso Global Telecom, S.A. de C.V. ("CGT") with the following address:
Paseo de Las Palmas #736
Colonia Lomas de Chapultepec 11000
Mexico, D.F., Mexico
Mr. Carlos Slim Helu, Mr. Carlos Slim Domit, Mr. Marco Antonio Slim Domit, Mr.
Patrick Slim Domit, Ms. Maria Soumaya Slim Domit, Ms. Vanessa Paola Slim Domit
and Ms. Johanna Monique Slim Domit (collectively, the "Slim Family") and each
with the following address:
Paseo de Las Palmas #736
Colonia Lomas de Chapultepec 11000
Mexico, D.F., Mexico
Explanation of Responses:
During the month of September, Telmex did not effect any transactions subject to
Section 16 of the U.S. Securities Exchange Act, as amended (the "Exchange Act").
As of September 30, 2000, Telmex had indirect beneficial ownership of the
12,513,200 Class A Common Shares directly owned by its wholly-owned subsidiary,
TFV.
During the month of September, CGT did not effect any transactions subject to
Section 16 of the Exchange Act. As of September 30, 2000, CGT directly owned
29,396,911 Class A Common Shares. CGT may be deemed to control Telmex through
the regular-voting shares of Telmex that it owns directly and its interest in a
trust, which owns a majority of Telmex's outstanding regular-voting securities.
By virtue of this relationship, CGT may be deemed to have indirect beneficial
ownership of the 12,513,200 Class A Common Shares beneficially owned indirectly
by Telmex and directly by TFV.
During the month of September, the Slim Family did not effect any transactions
subject to Section 16 of the Exchange Act. The Slim Family beneficially owns a
majority of the outstanding voting equity securities of CGT and thus may be
deemed to control CGT. By virtue of this relationship, each member of the Slim
Family may be deemed to have indirect beneficial ownership of the (i) 12,513,200
Class A Common Shares beneficially owned indirectly by Telmex and directly by
TFV; and (ii) 29,396,911 Class A Common Shares owned directly by CGT.
<PAGE>
Signature Page
--------------
-----------------------------
Carlos Slim Helu
-----------------------------
Carlos Slim Domit By:/s/ Eduardo Valdes Acra
---------------------------
----------------------------- Eduardo Valdes Acra
Marco Antonio Slim Domit Attorney-in-Fact
October 10, 2000
-----------------------------
Patrick Slim Domit
-----------------------------
Maria Soumaya Slim Domit
-----------------------------
Vanessa Paola Slim Domit
-----------------------------
Johanna Monique Slim Domit
TELEFONOS DE MEXICO, S.A. DE C.V.
-----------------------------
By: Adolfo Cerezo Perez
Title: Chief Financial Officer
CARSO GLOBAL TELECOM, S.A. DE C.V.
-----------------------------
By: Eduardo Valdes Acra
Title: Attorney-in-Fact
TELMEX FINANCIAL VENTURES, LLC
-----------------------------
By: Alfonso Lara Lopez
Title: Manager
-----------------------------
By: Roberto Isaac Rodriguez
Title: Manager
<PAGE>
POWER OF ATTORNEY
I, a beneficial holder of shares of Class A Common Stock, $.01 par value
per share (the "Securities"), of Prodigy Communications Corporation, a Delaware
corporation, which Securities are registered pursuant to Section 12 of the
United States Securities Exchange Act of 1934, as amended (the "Exchange Act"),
hereby constitute and appoint each of EduardoValdes Acra, Adolfo Cerezo Perez
and Rafael Robles Miaja, and each of them singly, my true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
to act for me and in my name, place and stead and on my behalf, in any and all
capacities, to sign any Form 3, 4 or 5 or Schedule 13D or 13G and any and all
amendments thereto and any other document relating thereto (including any joint
filing agreement) (collectively, the "Filings"), and to file on my behalf any
such Filings required to be filed pursuant to the Exchange Act, any amendment
thereto and any other document or exhibit relating thereto with the United
States Securities and Exchange Commission, hereby granting unto said
attorney-in-fact and agent, full power and authority to do and perform any and
all acts and things requisite as fully to all intents and purposes as I might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof,
and this power of attorney shall be irrevocable until December 31, 2004.
September 7, 2000 /s/ CARLOS SLIM HELU
--------------------
Carlos Slim Helu
<PAGE>
POWER OF ATTORNEY
I, a beneficial holder of shares of Class A Common Stock, $.01 par value
per share (the "Securities"), of Prodigy Communications Corporation, a Delaware
corporation, which Securities are registered pursuant to Section 12 of the
United States Securities Exchange Act of 1934, as amended (the "Exchange Act"),
hereby constitute and appoint each of EduardoValdes Acra, Adolfo Cerezo Perez
and Rafael Robles Miaja, and each of them singly, my true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
to act for me and in my name, place and stead and on my behalf, in any and all
capacities, to sign any Form 3, 4 or 5 or Schedule 13D or 13G and any and all
amendments thereto and any other document relating thereto (including any joint
filing agreement) (collectively, the "Filings"), and to file on my behalf any
such Filings required to be filed pursuant to the Exchange Act, any amendment
thereto and any other document or exhibit relating thereto with the United
States Securities and Exchange Commission, hereby granting unto said
attorney-in-fact and agent, full power and authority to do and perform any and
all acts and things requisite as fully to all intents and purposes as I might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof,
and this power of attorney shall be irrevocable until December 31, 2004.
September 7, 2000 /s/ CARLOS SLIM DOMIT
---------------------
Carlos Slim Domit
<PAGE>
POWER OF ATTORNEY
I, a beneficial holder of shares of Class A Common Stock, $.01 par value
per share (the "Securities"), of Prodigy Communications Corporation, a Delaware
corporation, which Securities are registered pursuant to Section 12 of the
United States Securities Exchange Act of 1934, as amended (the "Exchange Act"),
hereby constitute and appoint each of EduardoValdes Acra, Adolfo Cerezo Perez
and Rafael Robles Miaja, and each of them singly, my true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
to act for me and in my name, place and stead and on my behalf, in any and all
capacities, to sign any Form 3, 4 or 5 or Schedule 13D or 13G and any and all
amendments thereto and any other document relating thereto (including any joint
filing agreement) (collectively, the "Filings"), and to file on my behalf any
such Filings required to be filed pursuant to the Exchange Act, any amendment
thereto and any other document or exhibit relating thereto with the United
States Securities and Exchange Commission, hereby granting unto said
attorney-in-fact and agent, full power and authority to do and perform any and
all acts and things requisite as fully to all intents and purposes as I might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof,
and this power of attorney shall be irrevocable until December 31, 2004.
September 7, 2000 /s/ MARCO ANTONIO SLIM DOMIT
----------------------------
Marco Antonio Slim Domit
<PAGE>
POWER OF ATTORNEY
I, a beneficial holder of shares of Class A Common Stock, $.01 par value
per share (the "Securities"), of Prodigy Communications Corporation, a Delaware
corporation, which Securities are registered pursuant to Section 12 of the
United States Securities Exchange Act of 1934, as amended (the "Exchange Act"),
hereby constitute and appoint each of EduardoValdes Acra, Adolfo Cerezo Perez
and Rafael Robles Miaja, and each of them singly, my true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
to act for me and in my name, place and stead and on my behalf, in any and all
capacities, to sign any Form 3, 4 or 5 or Schedule 13D or 13G and any and all
amendments thereto and any other document relating thereto (including any joint
filing agreement) (collectively, the "Filings"), and to file on my behalf any
such Filings required to be filed pursuant to the Exchange Act, any amendment
thereto and any other document or exhibit relating thereto with the United
States Securities and Exchange Commission, hereby granting unto said
attorney-in-fact and agent, full power and authority to do and perform any and
all acts and things requisite as fully to all intents and purposes as I might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof,
and this power of attorney shall be irrevocable until December 31, 2004.
September 7, 2000 /s/ PATRICK SLIM DOMIT
----------------------
Patrick Slim Domit
<PAGE>
POWER OF ATTORNEY
I, a beneficial holder of shares of Class A Common Stock, $.01 par value
per share (the "Securities"), of Prodigy Communications Corporation, a Delaware
corporation, which Securities are registered pursuant to Section 12 of the
United States Securities Exchange Act of 1934, as amended (the "Exchange Act"),
hereby constitute and appoint each of EduardoValdes Acra, Adolfo Cerezo Perez
and Rafael Robles Miaja, and each of them singly, my true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
to act for me and in my name, place and stead and on my behalf, in any and all
capacities, to sign any Form 3, 4 or 5 or Schedule 13D or 13G and any and all
amendments thereto and any other document relating thereto (including any joint
filing agreement) (collectively, the "Filings"), and to file on my behalf any
such Filings required to be filed pursuant to the Exchange Act, any amendment
thereto and any other document or exhibit relating thereto with the United
States Securities and Exchange Commission, hereby granting unto said
attorney-in-fact and agent, full power and authority to do and perform any and
all acts and things requisite as fully to all intents and purposes as I might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof,
and this power of attorney shall be irrevocable until December 31, 2004.
September 7, 2000 /s/ MARIA SOUMAYA SLIM DOMIT
----------------------------
Maria Soumaya Slim Domit
<PAGE>
POWER OF ATTORNEY
I, a beneficial holder of shares of Class A Common Stock, $.01 par value
per share (the "Securities"), of Prodigy Communications Corporation, a Delaware
corporation, which Securities are registered pursuant to Section 12 of the
United States Securities Exchange Act of 1934, as amended (the "Exchange Act"),
hereby constitute and appoint each of EduardoValdes Acra, Adolfo Cerezo Perez
and Rafael Robles Miaja, and each of them singly, my true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
to act for me and in my name, place and stead and on my behalf, in any and all
capacities, to sign any Form 3, 4 or 5 or Schedule 13D or 13G and any and all
amendments thereto and any other document relating thereto (including any joint
filing agreement) (collectively, the "Filings"), and to file on my behalf any
such Filings required to be filed pursuant to the Exchange Act, any amendment
thereto and any other document or exhibit relating thereto with the United
States Securities and Exchange Commission, hereby granting unto said
attorney-in-fact and agent, full power and authority to do and perform any and
all acts and things requisite as fully to all intents and purposes as I might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof,
and this power of attorney shall be irrevocable until December 31, 2004.
September 7, 2000 /s/ VANESSA PAOLA SLIM DOMIT
----------------------------
Vanessa Paola Slim Domit
<PAGE>
POWER OF ATTORNEY
I, a beneficial holder of shares of Class A Common Stock, $.01 par value
per share (the "Securities"), of Prodigy Communications Corporation, a Delaware
corporation, which Securities are registered pursuant to Section 12 of the
United States Securities Exchange Act of 1934, as amended (the "Exchange Act"),
hereby constitute and appoint each of EduardoValdes Acra, Adolfo Cerezo Perez
and Rafael Robles Miaja, and each of them singly, my true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
to act for me and in my name, place and stead and on my behalf, in any and all
capacities, to sign any Form 3, 4 or 5 or Schedule 13D or 13G and any and all
amendments thereto and any other document relating thereto (including any joint
filing agreement) (collectively, the "Filings"), and to file on my behalf any
such Filings required to be filed pursuant to the Exchange Act, any amendment
thereto and any other document or exhibit relating thereto with the United
States Securities and Exchange Commission, hereby granting unto said
attorney-in-fact and agent, full power and authority to do and perform any and
all acts and things requisite as fully to all intents and purposes as I might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof,
and this power of attorney shall be irrevocable until December 31, 2004.
September 7, 2000 /s/ JOHANNA MONIQUE SLIM DOMIT
------------------------------
Johanna Monique Slim Domit
<PAGE>
POWER OF ATTORNEY
I, a beneficial holder of shares of Class A Common Stock, $.01 par value
per share (the "Securities"), of Prodigy Communications Corporation, a Delaware
corporation, which Securities are registered pursuant to Section 12 of the
United States Securities Exchange Act of 1934, as amended (the "Exchange Act"),
hereby constitute and appoint each of EduardoValdes Acra, Adolfo Cerezo Perez
and Rafael Robles Miaja, and each of them singly, my true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
to act for me and in my name, place and stead and on my behalf, in any and all
capacities, to sign any Form 3, 4 or 5 or Schedule 13D or 13G and any and all
amendments thereto and any other document relating thereto (including any joint
filing agreement) (collectively, the "Filings"), and to file on my behalf any
such Filings required to be filed pursuant to the Exchange Act, any amendment
thereto and any other document or exhibit relating thereto with the United
States Securities and Exchange Commission, hereby granting unto said
attorney-in-fact and agent, full power and authority to do and perform any and
all acts and things requisite as fully to all intents and purposes as I might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof,
and this power of attorney shall be irrevocable until December 31, 2004.
CARSO GLOBAL TELECOM, S.A. DE C.V.
September 7, 2000 /s/ EDUARDO VALDES ACRA
-----------------------
By: Eduardo Valdes Acra
Title: Attorney-in-Fact
<PAGE>
POWER OF ATTORNEY
I, a beneficial holder of shares of Class A Common Stock, $.01 par value
per share (the "Securities"), of Prodigy Communications Corporation, a Delaware
corporation, which Securities are registered pursuant to Section 12 of the
United States Securities Exchange Act of 1934, as amended (the "Exchange Act"),
hereby constitute and appoint each of EduardoValdes Acra, Adolfo Cerezo Perez
and Rafael Robles Miaja, and each of them singly, my true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
to act for me and in my name, place and stead and on my behalf, in any and all
capacities, to sign any Form 3, 4 or 5 or Schedule 13D or 13G and any and all
amendments thereto and any other document relating thereto (including any joint
filing agreement) (collectively, the "Filings"), and to file on my behalf any
such Filings required to be filed pursuant to the Exchange Act, any amendment
thereto and any other document or exhibit relating thereto with the United
States Securities and Exchange Commission, hereby granting unto said
attorney-in-fact and agent, full power and authority to do and perform any and
all acts and things requisite as fully to all intents and purposes as I might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof,
and this power of attorney shall be irrevocable until December 31, 2004.
TELEFONOS DE MEXICO, S.A. DE C.V.
September 7, 2000 /s/ ADOLFO CEREZO PEREZ
-----------------------
By: Adolfo Cerezo Perez
Title: Chief Financial Officer
<PAGE>
POWER OF ATTORNEY
I, a beneficial holder of shares of Class A Common Stock, $.01 par value
per share (the "Securities"), of Prodigy Communications Corporation, a Delaware
corporation, which Securities are registered pursuant to Section 12 of the
United States Securities Exchange Act of 1934, as amended (the "Exchange Act"),
hereby constitute and appoint each of EduardoValdes Acra, Adolfo Cerezo Perez
and Rafael Robles Miaja, and each of them singly, my true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
to act for me and in my name, place and stead and on my behalf, in any and all
capacities, to sign any Form 3, 4 or 5 or Schedule 13D or 13G and any and all
amendments thereto and any other document relating thereto (including any joint
filing agreement) (collectively, the "Filings"), and to file on my behalf any
such Filings required to be filed pursuant to the Exchange Act, any amendment
thereto and any other document or exhibit relating thereto with the United
States Securities and Exchange Commission, hereby granting unto said
attorney-in-fact and agent, full power and authority to do and perform any and
all acts and things requisite as fully to all intents and purposes as I might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof,
and this power of attorney shall be irrevocable until December 31, 2004.
TELMEX FINANCIAL VENTURES, LLC
September 7, 2000 /s/ ALFONSO LARA LOPEZ
----------------------------
By: Alfonso Lara Lopez
Title: Manager
/s/ ROBERTO ISAAC RODRIGUEZ
----------------------------
By: Roberto Isaac Rodriguez
Title: Manager
<PAGE>
Joint Filing Agreement
THIS JOINT FILING AGREEMENT (this "Agreement") is made and entered into
as of this 7th day of September, 2000, by and between Mr. Carlos Slim Helu,
Carlos Slim Domit, Marco Antonio Slim Domit, Patrick Slim Domit, Maria Soumaya
Slim Domit, Vanessa Paola Slim Domit, Johanna Monique Slim Domit, Carso Global
Telecom, S.A. de C.V., Telefonos de Mexico, S.A. de C.V. and Telmex Financial
Ventures, LLC.
The parties to this Agreement hereby agree to prepare jointly and file
timely (or otherwise to deliver as appropriate) all filings on Form 3, 4 or 4 or
Schedule 13D or 13G and any and all amendments thereto and any other document or
exhibit relating thereto (including any joint filing agreement) (collectively,
the "Filings") required to be filed by them pursuant to the Securities Exchange
Act of 1934, as amended, with respect to their respective ownership of any
securities of Prodigy Communications Corporation. Each party to this Agreement
further agrees and covenants to the other parties that it will fully cooperate
with such other parties in the preparation and timely filing (and other
delivery) of all such Filings.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.
Carlos Slim Helu
-----------------------------
Carlos Slim Domit By: /s/ Eduardo Valdes Acra
-------------------------
----------------------------- Eduardo Valdes Acra
Marco Antonio Slim Domit Attorney-in-Fact
September 7, 2000
-----------------------------
Patrick Slim Domit
-----------------------------
Maria Soumaya Slim Domit
-----------------------------
Vanessa Paola Slim Domit
-----------------------------
Johanna Monique Slim Domit
CARSO GLOBAL
TELECOM, S.A. DE C.V.
-----------------------------
By: Eduardo Valdes Acra
Title: Attorney-in-Fact
TELEFONOS DE MEXICO, S.A. DE C.V.
-----------------------------
By: Adolfo Cerezo Perez
Title: Chief Financial Officer
TELMEX FINANCIAL VENTURES, LLC
-----------------------------
By: Alfonso Lara Lopez
Title: Manager
-----------------------------
By: Roberto Isaac Rodriguez
Title: Manager