EXHIBIT INDEX
EXHIBIT A:
Attachment to item 77B:
Accountants report on internal control
EXHIBIT B:
Attachment to item 77C: Submission of matters to a vote of
Security holders.
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EXHIBIT A:
Report of Independent Accountants
To the Board of Directors and Shareholders
of The Mexico Equity and Income Fund, Inc.
In planning and performing our audit of the financial statements
of The Mexico Equity and Income Fund, Inc. (the "Fund") for the
year ended July 31, 2000, we considered its internal control,
including control activities for safeguarding securities, in
order to determine our auditing procedures for the purpose of
expressing our opinion on the financial statements and to comply
with the requirements of Form N-SAR, not to provide assurance on
internal control.
The management of the Fund is responsible for establishing and
maintaining internal control. In fulfilling this responsibility,
estimates and judgments by management are required to assess the
expected benefits and related costs of controls. Generally,
controls that are relevant to an audit pertain to the entity's
objective of preparing financial statements for external purposes
that are fairly presented in conformity with generally accepted
accounting principles. Those controls include the safeguarding
of assets against unauthorized acquisition, use or disposition.
Because of inherent limitations in internal control, errors or
fraud may occur and not be detected. Also, projection of any
evaluation of internal control to future periods is subject to
the risk that controls may become inadequate because of changes
in conditions or that the effectiveness of their design and
operation may deteriorate.
Our consideration of internal control would not necessarily
disclose all matters in internal control that might be material
weaknesses under standards established by the American Institute
of Certified Public Accountants. A material weakness is a
condition in which the design or operation of one or more of the
internal control components does not reduce to a relatively low
level the risk that misstatements caused by error or fraud in
amounts that would be material in relation to the financial
statements being audited may occur and not be detected within a
timely period by employees in the normal course of performing
their assigned functions. However, we noted no matters involving
internal control and its operation, including controls for
safeguarding securities, that we consider to be material
weaknesses as defined above as of July 31, 2000.
This report is intended solely for the information and use of the
Board of Directors, management and the Securities and Exchange
Commission and is not intended to be and should not be used by
anyone other than these specified parties.
PricewaterhouseCoopers LLP
September 22, 2000
EXHIBIT B:
RESULTS OF ANNUAL SHAREHOLDERS MEETING
The Fund's annual shareholders meeting was scheduled for December
3, 1999. The meeting was adjourned three times for failure to
obtain the necessary quorum to transact business. At the
meeting, as reconvened on February 4, 2000, shareholders approved
the shareholder proposals presented by Mr. Phillip Goldstein,
including his election as a director of the Fund and a proposal
that Advantage Advisers, Inc., the Fund's U.S. Co-Adviser
("Advantage") and Acci Worldwide, S.A. de C.V., the Fund's
Mexican Adviser ("Acci Worldwide") present to the Board of
Directors a proposal designed to afford shareholders an
opportunity to promptly realize net asset value ("NAV"). At
the meeting as reconvened on February 28, 2000, shareholders
ratified the selection of PricewaterhouseCoopers LLP as
independent accountants of the Fund for the fiscal year ended
July 31, 2000. The shareholder proposal to terminate the Fund's
advisory agreements if Advantage Advisers, Inc. and Acci
Worldwide, S.A. de C.V. do not present a plan for shareholders to
promptly realize net asset value for their shares was withdrawn
at the meeting by a representative of Mr. Goldstein, the
proponent of the shareholder proposal.
The following table provides information concerning the matters
voted on at the meeting:
1. Election of Directors
Nominee Votes For Votes Abstained
Philip Goldstein 4,358,896 29,863
At February 4, 2000, in addition to Phillip Goldstein, the other
directors of the Fund were as follows:
Carroll W. Brewster
Sol Gittleman
Alan Rappaport
II. Ratification of PricewaterhouseCoopers LLP as the Independent
Accountants of the Fund
Votes For Votes Against Votes Abstained
6,542,906 687,118 831,351
III. Shareholder Proposal
1. Within 30 days of approval for this proposal, Advantage and
Acci Worldwide shall present to the Board of Directors a proposal
designed to afford shareholders an opportunity to promptly
realize NAV for all their shares.
Votes For Votes Against Votes Abstained
4,364,375 3,714,209 9,515
2. If (a) Proposal No. 1 is approved and (b) within 30 days of
such approval Advantage and Acci Worldwide fail to present to the
Board of Directors a plan designed to afford shareholders an
opportunity to promptly realize NAV for all their shares, the
Fund's investment advisory agreements with Advantage and Acci
Worldwide shall be terminated as soon as permissible.
Withdrawn on February 28, 2000.
3. If (a) the Board of Directors opposes Proposal No. 1 and (b)
Proposal No. 1 is approved, the following ByLaw shall be adopted:
"All compensation earned by the directors shall be held in
escrow and not paid to them until the shareholders are able to
realize NAV for their shares. This Bylaw may only be altered or
repealed by the shareholders."
Votes For Votes Against Votes Abstained
4,315,462 3,752,837 19,800
4. The following Bylaw shall be adopted: "The expenses incurred
by the Fund related to any contested meeting of the shareholders
shall be limited to those legally required to achieve a quorum
and to allow shareholders to cast an informed vote on all matters
to be present at such meeting. This Bylaw may only be altered or
repealed by the shareholders."
Votes For Votes Against Votes Abstained
4,675,510 3,387,585 25,004
RESULTS OF SPECIAL SHAREHOLDERS MEETING
A special meeting of the stockholders was convened on July 14,
2000 to consider and act upon the proposal to liquidate and
dissolve the Fund, as set forth in the Plan adopted by the Board
of Directors of the Fund. As there were insufficient votes in
favor of the proposal to liquidate and dissolve the Fund, the
meeting was adjourned and reconvened on August 11, 2000. As
there were insufficient votes in favor of the proposal to
liquidate and dissolve the Fund at the August 11, 2000 meeting of
the stockholders, the meeting was adjourned and reconvened on
September 12, 2000.
There were insufficient votes to approve the liquidation and
dissolution at the reconvened meeting and the meeting was
adjourned and will not be reconvened. The Board has announced
its intention to resubmit the liquidation proposal at the Fund's
annual stockholders meeting which the Fund expects to hold in the
first quarter of 2001.
The following table provides information concerning the matters
voted on at the September 12, 2000 meeting:
I. The approval of the liquidation and dissolution of the Fund,
as set forth in the Plan of Liquidation and Dissolution.
Votes For Votes Against Votes Withheld Total Voting Shares
5,764,991 446,014 77,051 6,288,056
