<PAGE>
THE MEXICO EQUITY AND INCOME FUND, INC.
World Financial Center
200 Liberty Street
New York, New York 10281
(212) 667-5000
September 27, 1996
DEAR STOCKHOLDER,
The Annual Meeting of Stockholders of The Mexico Equity and Income
Fund, Inc. (the "Fund") will be held at 11:00 am on Friday,
November 8, 1996, at the offices of Oppenheimer & Co., Inc., 200 Liberty
Street, 39th Floor, New York, New York 10281. A Notice and Proxy Statement
regarding the meeting, proxy card for your vote at the meeting, and postage
prepaid envelope in which to return your proxy are enclosed.
At the Annual Meeting, the stockholders will (i) elect one Class III
director of the Fund, (ii) ratify or reject the selection of Price Waterhouse
LLP as independent accountants of the Fund, and (iii) transact such other
business as may properly be brought before the meeting. In addition, the
stockholders present will hear an investment report on the Fund and will have
an opportunity to discuss matters of interest to them.
The Board recommends that the stockholders vote in favor of each of
proposals (i) and (ii) above.
Respectfully,
(SIGNATURE)
Alan Rappaport
President and Chairman
of the Board
STOCKHOLDERS ARE URGED TO SIGN AND MAIL THE ENCLOSED PROXY IN THE ENCLOSED
ENVELOPE TO INSURE A QUORUM AT THE MEETING.
<PAGE>
THE MEXICO EQUITY AND INCOME FUND, INC.
NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS
To Be Held on November 8, 1996
To the Stockholders of
The Mexico Equity and Income Fund, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of The
Mexico Equity and Income Fund, Inc. (the "Fund") will be held at the offices
of Oppenheimer & Co., Inc., 200 Liberty Street, 39th Floor, New York, New
York 10281, on Friday, November 8, 1996, at 11:00 am New York time, for the
following purposes:
1. To elect one Class III director to serve for a term expiring on
the date on which the annual meeting of stockholders is held in
1999.
2. To ratify or reject the selection of Price Waterhouse LLP as
independent accountants of the Fund for its fiscal year ending
July 31, 1997.
3. To transact such other business as may properly come before the
meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on September
13, 1996, as the record date for the determination of stockholders entitled
to notice of and to vote at the meeting or any adjournments thereof.
You are cordially invited to attend the meeting. Stockholders who do
not expect to attend the meeting in person are requested to complete, date
and sign the enclosed form of proxy and return it promptly in the envelope
provided for that purpose. You may nevertheless vote in person at the meeting
if you choose to attend. The enclosed proxy is being solicited by the Board
of Directors of the Fund.
By order of the Board
of Directors,
Robert A. Blum
Secretary
September 27, 1996
<PAGE>
THE MEXICO EQUITY AND INCOME FUND, INC.
World Financial Center
200 Liberty Street
New York, New York 10281
PROXY STATEMENT
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of THE MEXICO EQUITY AND INCOME FUND,
INC. (the "Fund"), for use at the Annual Meeting of Stockholders, to be held
at the offices of Oppenheimer & Co., Inc., 200 Liberty Street, 39th Floor,
New York, New York 10281, on Friday, November 8, 1996, at 11:00 am New York
time, and at any adjournments thereof.
This Proxy Statement and the form of proxy are being mailed to
stockholders on or about September 27, 1996. Any stockholder giving a proxy
has the power to revoke it by mail (addressed to The Mexico Equity and Income
Fund, Inc., World Financial Center, 200 Liberty Street, New York, New York
10281) or in person at the meeting, by executing a superseding proxy or by
submitting a notice of revocation to the Fund. All properly executed proxies
received in time for the meeting will be voted as specified in the proxy or,
if no specification is made, for each proposal referred to in this Proxy
Statement. Abstentions and broker non-votes are each included in the
determination of the number of shares present and voting at the meeting.
THE FUND WILL FURNISH WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT FOR
ITS FISCAL YEAR ENDED JULY 31, 1996, TO ANY STOCKHOLDER REQUESTING SUCH
REPORT. REQUESTS FOR A COPY OF THE FUND'S ANNUAL REPORT SHOULD BE MADE BY
WRITING TO THE MEXICO EQUITY AND INCOME FUND, INC., C/O OPPENHEIMER & CO.,
INC., 200 LIBERTY STREET, NEW YORK, NEW YORK 10281 OR BY CALLING
(800) 421-4777 OR (212) 667-7000.
The Board of Directors has fixed the close of business on September
13, 1996, as the record date for the determination of stockholders entitled
to notice of and to vote at the meeting and at any adjournments thereof.
Stockholders on the record date will be entitled to one vote for each share
held, with no shares having cumulative voting rights. As of the record date,
the Fund had outstanding 11,825,272.935 shares of common stock. To the
knowledge of the Fund's management, there were no persons who owned
beneficially more than 5% of the Fund's outstanding shares as of September
27, 1996.
Management of the Fund knows of no business other than that mentioned
in Items 1 and 2 of the Notice of the Annual Meeting which will be presented
for consideration at the meeting. If any other matter is properly presented,
it is the intention of the persons named in the enclosed proxy to vote in
accordance with their best judgment.
The Board recommends that the stockholders vote in favor of each of
the matters mentioned in Items 1 and 2 of the Notice of the Annual Meeting.
<PAGE>
(1) ELECTION OF DIRECTORS
Persons named in the accompanying form of proxy intend in the absence
of contrary instructions to vote all proxies for the election of the nominee
listed below as a director of the Fund,
CLASS III
Dr. Luis Rubio
to serve for a term expiring on the date of the Annual Meeting of
Stockholders held in 1999, or until his successor is elected and qualified.
If such nominee should be unable to serve, an event not now anticipated, the
proxies will be voted for such person, if any, as shall be designated by the
Board of Directors to replace such nominee. The election of a director will
require the affirmative vote of a plurality of the votes cast at the meeting.
For this purpose, abstentions and broker non-votes will not be counted as
votes cast at the meeting.
INFORMATION CONCERNING NOMINEE, MEMBERS OF THE BOARD OF DIRECTORS AND
OFFICERS OF THE FUND
The following table sets forth information concerning the nominee as a
director of the Fund, each of the Fund's current directors and each of the
Fund's officers. The nominee is now a director of the Fund.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION OR SHARES
EMPLOYMENT DURING BENEFICIALLY
NAME AND ADDRESS PAST FIVE YEARS AND OWNED PERCENT
OF NOMINEE OR DIRECTORSHIPS IN SEPTEMBER 13, OF
DIRECTOR (AGE) PUBLICLY HELD COMPANIES POSITION WITH THE FUND 1996 (1) CLASS
- - --------------- ------------------------ ---------------------- ------------- -------
<S> <C> <C> <C> <C>
*Alan Rappaport (43) Executive Vice President President since 1991, 2,571 (2)
World Financial Center (since 1994) and Managing Director and Chairman
200 Liberty Street Director (since 1986), of the Board since 1995
New York, New York Oppenheimer & Co., Inc.;
10281 President and Director,
Advantage Advisers, Inc.
(since 1993); Executive
Vice President, Advantage
Advisers, Inc. (1990-1993);
Chairman of the Board and
Director, The Asia Tigers
Fund, Inc., The India Fund,
Inc., The Czech Republic
Fund, Inc., The Emerging
Markets Income Fund II Inc.
and The Emerging Markets
Floating Rate Fund Inc.;
President and Director,
Global Partners Income
Fund, Inc., and The
Emerging Markets Income
Fund, Inc.; Member, New
York Stock Exchange
Advisory Committee on
International Capital
Markets.
<PAGE>
<CAPTION>
PRINCIPAL OCCUPATION OR SHARES
EMPLOYMENT DURING BENEFICIALLY
NAME AND ADDRESS PAST FIVE YEARS AND OWNED PERCENT
OF NOMINEE OR DIRECTORSHIPS IN SEPTEMBER 13, OF
DIRECTOR (AGE) PUBLICLY HELD COMPANIES POSITION WITH THE FUND 1996 (1) CLASS
- - --------------- ------------------------ ---------------------- ------------- -------
<S> <C> <C> <C> <C>
Carroll W. Brewster (60) Executive Director, Hole Director since 1991 None --
126 Lounsbury Road in the Wall Gang Fund, Inc.
Ridgefield, Connecticut (not-for-profit charitable
06877 organization) (since July
1991); President, Hobart
& William Smith Colleges
(1982-1991).
Sol Gittleman (62) Senior Vice President Director since 1990 None --
Ballou Hall and Provost, Tufts
Tufts University University; General
Medford, Massachusetts Partner, Augusta
02155 Partners, L.P.
*Frederick M. Bohen (59) Director, Oppenheimer Director since 1990 1,333 (2)
One Fifth Avenue & Co., Inc. (since 1993);
Apt. 26A Executive Vice President,
New York, New York Rockefeller University
10003 (since 1990); Senior Vice
President, Brown University
(1985-1990); Director,
Apache Corporation (energy
exploration, development,
production and marketing)
(since 1981); Director,
Student Loan Marketing
Association (since 1984)
Dr. Luis Rubio (41) President, Centro de Director since 1990 None --
Jaime Balme No. 11 Investigacion para el
Edificio D, Piso 2 Desarrollo A.C. (Center
Polanco Los Morales of Research for
11510 Mexico Development); Director,
Banco Nacional de Mexico
S.A. (since 1991);
Director of The Czech
Republic Fund, Inc.;
General Partner, Augusta
Partners, L.P.
Robert A. Blum (36) Managing Director, Secretary since 1995 None --
World Financial Center Oppenheimer & Co., Inc.
200 Liberty Street (1994-Present); Senior
New York, New York Vice President, Oppenheimer
10281 & Co., Inc. (1992-1994);
Vice President, Oppenheimer
& Co., Inc. (1989-1992);
Associate, Fulbright &
Jaworski (1984-1989);
Director of The India
Fund, Inc. and The Asia
Tigers
<PAGE>
<CAPTION>
PRINCIPAL OCCUPATION OR SHARES
EMPLOYMENT DURING BENEFICIALLY
NAME AND ADDRESS PAST FIVE YEARS AND OWNED PERCENT
OF NOMINEE OR DIRECTORSHIPS IN SEPTEMBER 13, OF
DIRECTOR (AGE) PUBLICLY HELD COMPANIES POSITION WITH THE FUND 1996 (1) CLASS
- - --------------- ------------------------ ---------------------- ------------- -------
<S> <C> <C> <C> <C>
Fund, Inc.; Officer
of various investment
companies managed by
Advantage Advisers, Inc.
Dennis Feeney (44) Executive Vice President Treasurer since 1991 None --
World Financial Center (since 1995), Chief Financial
200 Liberty Street Officer (since 1994),
New York, New York Controller (since 1986),
10281 Oppenheimer & Co., Inc.
All directors and officers
as a group 3,904 (2)
<FN>
(1) The information as to beneficial ownership is based on statements furnished
to the Fund by the directors and officers or based on filings made with the
U.S. Securities and Exchange Commission.
(2) Less than 1%.
* Directors so noted are deemed to be "interested persons" (as defined in
the Investment Company Act of 1940, as amended) of the Fund or of the Fund's
U.S. Co-Adviser. Mr. Rappaport is an interested person because of his
affiliation with Oppenheimer & Co., Inc., the parent company of the Fund's
U.S. Co-Adviser. Mr. Bohen is an interested person because of his affiliation
with Oppenheimer & Co., Inc., the parent company of the U.S. Co-Adviser.
</FN>
</TABLE>
The Fund's Board of Directors held four regular meetings during the
fiscal year ended July 31, 1996. Each director attended at least seventy-five
percent of the aggregate number of meetings of the Board and any committee on
which he served. The Fund's Board of Directors has an Audit Committee which
is responsible for reviewing financial and accounting matters. The current
members of the Audit Committee are Messrs. Gittleman and Brewster and Dr.
Rubio. The Audit Committee met twice during the fiscal year ended July 31,
1996.
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Fund's officers and directors, and persons who own more than ten
percent of a registered class of the Fund's equity securities, to file
reports of ownership and changes in ownership with the U.S. Securities and
Exchange Commission and the New York Stock Exchange, Inc. The Fund believes
that during the fiscal year ended July 31, 1995, its officers and directors
complied with all filing requirements applicable to them.
TRANSACTIONS WITH AND REMUNERATION OF OFFICERS AND DIRECTORS
The aggregate remuneration paid or accrued for directors not affiliated
with Acci Worldwide, S.A. de C.V., (the "Mexican Adviser") or Advantage
Advisers, Inc., (the "U.S. Co-Adviser") was approximately US$23,934 during
the fiscal year ended July 31, 1996, and, for that period, the aggregate
amount of expenses reimbursed by the Fund for directors' attendance at direct-
ors' meet-
<PAGE>
ings was US$5,795. The Fund pays each non-affiliated director
an annual fee of US$5,000 plus US$700 for each directors' meeting and
committee meeting attended in person and $100 for each meeting attended by
means of a telephonic conference. The officers and interested directors of
the Fund received no compensation from the Fund.
The following table sets forth the aggregate compensation paid by the
Fund to each director during the fiscal year ended July 31, 1996, as well as
the total compensation paid to each director by the Fund and other investment
companies advised by the Mexican Adviser or the U.S. Co-Adviser or otherwise
affiliated with the Fund (collectively, the "Fund Complex").
<TABLE>
<CAPTION>
PENSION OR COMPENSATION
RETIREMENT ESTIMATED FROM FUND
AGGREGATE BENEFITS ACCRUED ANNUAL AND FUND
COMPENSATION AS PART OF FUND BENEFITS UPON COMPLEX PAID
NAME OF PERSON, POSITION FROM FUND EXPENSES RETIREMENT TO DIRECTORS
- - ------------------------ ------------ ---------------- ------------- ------------
<S> <C> <C> <C> <C>
Alan Rappaport, Director $0 $0 $0 $0
Frederick M. Bohen, Director* $0 $0 $0 $0
Carroll W. Brewster, Director $7,800 $0 $0 $7,800
Sol Gittleman, Director $7,800 $0 $0 $7,800
Dr. Luis Rubio, Director $7,800 $0 $0 $16,100
<FN>
* Messrs. Rappaport and Bohen, who are considered "interested persons"
of the Fund, did not receive any compensation from the Fund for their
services as directors. Mr. Bohen did receive $6,550.00 from the U.S.
Co-Adviser for his services as a director of the Fund.
</FN>
</TABLE>
(2) RATIFICATION OR REJECTION OF SELECTION OF
INDEPENDENT ACCOUNTANTS
At a meeting held on June 7, 1996, the Board of Directors of the Fund,
including a majority of the directors who are not "interested persons" of the
Fund (as defined in the Investment Company Act of 1940, as amended),
recommended the selection of Price Waterhouse LLP to act as independent
accountants for the Fund for the fiscal year ending July 31, 1997. The Fund
knows of no direct financial or material indirect financial interest of that
firm in the Fund. One or more representatives of Price Waterhouse LLP are
expected to be present at the meeting and will have an opportunity to make a
statement if they so desire. Such representatives are expected to be
available to respond to appropriate questions from stockholders.
The Fund's financial statements for the fiscal year ended July 31, 1996
were audited by Price Waterhouse LLP. In connection with its audit services,
Price Waterhouse LLP reviewed the financial statements included in the Fund's
annual report to shareholders and its filings with the U.S. Securities and
Exchange Commission.
The selection of independent auditors is subject to the ratification or
rejection of the stockholders of the Fund at the meeting. Ratification of the
selection of independent accountants will require the affirmative vote of a
majority of the votes cast at the meeting. For this purpose, abstentions and
broker non-votes will not be counted as votes cast at the meeting.
<PAGE>
MISCELLANEOUS
Proxies will be solicited by mail and may be solicited in person or by
telephone or facsimile by officers of the Fund or personnel of Oppenheimer &
Co., Inc. The Fund has retained PNC Bank, National Association, 400 Bellevue
Parkway, Wilmington, DE 19809 to assist in the proxy solicitation. The cost
of their services is estimated at US$1,080, plus reimbursement of expenses.
The expenses connected with the solicitation of these proxies and with any
further proxies which may be solicited by the Fund's officers or agents in
person, by telephone or by telegraph will be borne by the Fund. The Fund will
reimburse banks, brokers, and other persons holding the Fund's shares
registered in their names or in the names of their nominees for their
expenses incurred in sending proxy material to and obtaining proxies from the
beneficial owners of such shares.
In the event that sufficient votes in favor of any proposal set forth in
the Notice of this meeting are not received by November 8, 1996, the persons
named as attorneys in the enclosed proxy may propose one or more adjournments
of the meeting to permit further solicitation of proxies. Any such
adjournment will require the affirmative vote of the holders of a majority of
the shares present in person or by proxy at the session of the meeting to be
adjourned. The persons named as attorneys in the enclosed proxy will vote in
favor of such adjournment those proxies which they are entitled to vote in
favor of the proposal for which further solicitation of proxies is to be
made. They will vote against any such adjournment those proxies required to
be voted against such proposal. The costs of any such additional solicitation
and of any adjourned session will be borne by the Fund.
STOCKHOLDER PROPOSALS
Any proposal by a stockholder intended to be presented at the Fund's 1997
Annual Meeting of Stockholders must be received by the Fund, (addressed to
The Mexico Equity and Income Fund, Inc., World Financial Center, 200 Liberty
Street, New York, New York 10281), not later than May 30, 1997.
By order of the
Board of
Directors,
ROBERT A. BLUM
Secretary
World Financial Center
200 Liberty Street
New York, New York 10281
September 27, 1996
<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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
x Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
THE MEXICO EQUITY AND INCOME FUND, INC.
---------------------------------------
(Name of Registrant as Specified in Its Charter)
THE MEXICO EQUITY AND INCOME FUND, INC.
---------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
x $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
/ / 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:
<PAGE>
(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:
<PAGE>
THE MEXICO EQUITY AND INCOME FUND, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF STOCKHOLDERS - NOVEMBER 8, 1996
The undersigned stockholder of The Mexico Equity and Income Fund, Inc.,
(the "Fund") hereby appoints Alan Rappaport and Dennis Feeney, or either of
them, proxies of the undersigned, with full power of substitution, to vote and
act for and in the name and stead of the undersigned at the Annual Meeting of
Stockholders of the Fund, to be held at the offices of Oppenheimer & Co., Inc.,
200 Liberty Street, 39th floor, New York, New York 10281, on Friday,
November 8, 1996, at 11:00 am New York time, and at any and all adjournments
thereof according to the number of votes the undersigned would be entitled
to cast if personally present.
PROPOSALS (PLEASE CHECK ONE BOX FOR EACH PROPOSAL.)
1. The election of Dr. Luis Rubio as a Class III Director to serve
for a term expiring on the date on which the annual meeting of
stockholders is held in 1999.
[ ] FOR [ ] WITHHOLD AUTHORITY
the nominee listed below to vote for the nominee listed below
NOMINEE: Class III: Dr. Luis Rubio
2. The ratification of the selection of Price Waterhouse LLP as Independent
Accountants of the Fund for its fiscal year ending July 31, 1997.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(Continued and to be signed
on the other side)
<PAGE>
(Continued from the other side)
The Shares represented by this proxy will be voted in accordance with
instructions given by the stockholders, but if no instructions are given,
this proxy will be voted in favor of proposals 1 and 2 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 September 27, 1996.
Dated: , 1996
--------------------------------------
--------------------------------------------------
Signature
--------------------------------------------------
Signature if held jointly
If shares are held jointly, each Shareholder
named should sign. If only one signs, his or her
signature will be binding. If the Shareholder is
a corporation, the President or a Vice President
should sign in his or her own name, indicating
title. If the Shareholder is a partnership,a part-
ner should sign in his or her own name, indicating
that he or she is a "Partner".
SIGN, DATE AND MAIL YOUR PROXY TODAY
