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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-8F
I. GENERAL IDENTIFYING INFORMATION
1. Reason fund is applying to deregister (check only one; for descriptions,
see Instruction 1 above):
[ ] MERGER
[x] LIQUIDATION
[ ] ABANDONMENT OF REGISTRATION
(Note: Abandonments of Registration answer only questions 1
through 15, 24 and 25 of this form and complete verification
at the end of the form.)
[ ] Election of status as a BUSINESS DEVELOPMENT COMPANY
(Note: Business Development Companies answer only
questions 1 through 10 of this form and complete
verification at the end of the form.)
2. Name of fund: The Emerging Mexico Fund, Inc.
3. Securities and Exchange Commission File No.: 811-06134
4. Is this an initial Form N-8F or an amendment to a previously filed Form
N-8F?
[x] Initial Application [ ] Amendment
5. Address of Principal Executive Office (include No. & Street, City, State,
Zip Code):
c/o Mitchell Hutchins Asset Management, Inc., 1285 Avenue of the Americas,
New York, New York 10019.
6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form:
[Robert J. Borzone, Jr. or Matthew McMurdo], Brown & Wood LLP, One World
Trade Center, New York, New York 10048. Mr. Borzone (212) 839-5394, Mr.
McMurdo (212) 839-8760.
7. Name, address and telephone number of individual or entity responsible
for maintenance and preservation of fund records in accordance with rules
31a-1 and 31a-2 under the Act [17 CFR 270. 31a-1, .31a-2]:
Paul Shubert, Mitchell Hutchins Asset Management, Inc., 1285 Avenue of
the Americas, New York, New York, 10019. Telephone Number: (212)
713-2928.
NOTE: Once deregistered, a fund is still required to maintain and
preserve the records described in rules 31a-1 and 31a-2 for the periods
specified in those rules.
8. Classification of fund (check only one):
[x] Management company;
[ ] Unit investment trust; or
[ ] Face-amount certificate company.
9. Subclassification if the fund is a management company (check only one):
[ ] Open-end [x] Closed-end
10. State law under which the fund was organized or formed (e.g., Delaware,
Massachusetts):
Maryland
11. Provide the name and address of each investment adviser of the fund
(including sub-advisers) during the last five years, even if the fund's
contracts with those advisers have been terminated:
Adviser:
Santander Management Inc.
P.O. Box N-1682, Bahamas Financial Centre, Charlotte and Shirley Streets,
Nassau Bahamas
Sub-Adviser:
Gestion Santander Mexico, S.A. de C.V.
Reforma No. 221, Col. Cuauhtemoc 06500 Mexico, D.F.
12. Provide the name and address of each principal underwriter of the fund
during the last five years, even if the fund's contracts with those
underwriters have been terminated:
13. If the fund is a unit investment trust ("UIT") provide:
(a) Depositor's name(s) and address(es): N/A
(b) Trustee's name(s) and address(es): N/A
14. Is there a UIT registered under the Act that served as a vehicle for
investment in the fund (e.g., an insurance company separate account)?
[ ] Yes [x] No
if Yes, for each UIT state:
Name(s):
File No.: 811-
Business Address:
15. (a) Did the fund obtain approval from the board of directors concerning
the decision to engage in a Merger, Liquidation or Abandonment of
Registration?
[x] Yes [ ] No
If Yes, state the date on which the board vote took place:
November 30, 1998
If No, explain:
(b) Did the fund obtain approval from the shareholders
concerning the decision to engage in a Merger, Liquidation
or Abandonment of Registration?
[x] Yes [ ] No
If Yes, state the date on which the shareholder vote took place:
March 30, 1999
If No, explain:
II. DISTRIBUTIONS TO SHAREHOLDERS
16. Has the fund distributed any assets to its shareholders in connection
with the Merger or Liquidation?
[x] Yes [ ] No
(a) If Yes, list the date(s) on which the fund made those distributions:
June 10, 1999
(b) Were the distributions made on the basis of net assets?
[x] Yes [ ] No
(c) Were the distributions made pro rata based on share ownership?
[x] Yes [ ] No
(d) If No to (b) or (c) above, describe the method of distributions to
shareholders. For Mergers, provide the exchange ratio(s) used and
explain how it was calculated:
(e) Liquidations only:
Were any distributions to shareholders made in kind?
[ ] Yes [x] No
If Yes, indicate the percentage of fund shares owned by
affiliates, or any other affiliation of shareholders:
17. Closed-end funds only: Has the fund issued senior securities?
[ ] Yes [x] No
If Yes, describe the method of calculating payments to senior
securityholders and distributions to other shareholders:
18. Has the fund distributed ALL of its assets to the fund's shareholders?
[ ] Yes [x] No
If No,
(a) How many shareholders does the fund have as of the date this form is
filed? None.
(b) Describe the relationship of each remaining shareholder to the
fund: N/A
19. Are there any shareholders who have not yet received distributions in
complete liquidation of their interests?
[ ] Yes [x] No
If Yes, describe briefly the plans (if any) for distributing to, or
preserving the interests of, those shareholders:
III. ASSETS AND LIABILITIES
20. Does the fund have any assets as of the date this form is filed? (See
question 18 above)
[x] Yes [ ] No
If Yes,
(a) Describe the type and amount of each asset retained by the
fund as of the date this form is filed: The Fund has
approximately $17,500, a de minimis amount of assets, in cash.
(b) Why has the fund retained the remaining assets? This de
minimis amount has been retained by the Fund to pay
miscellaneous expenses (i.e., final accounting agent and
company fees, postage fees and costs associated with the
Fund's final press releases). All of the Fund's primary
creditors and service providers have been paid.
(c) Will the remaining assets be invested in securities?
[ ] Yes [x] No
21. Does the fund have any outstanding debts (other than face-amount
certificates if the fund is a face-amount certificate company) or any
other liabilities?
[ ] Yes [x] No
If Yes,
(a) Describe the type and amount of each debt or other liability:
(b) How does the fund intend to pay these outstanding debts or other
liabilities?
IV. INFORMATION ABOUT EVENT(S) LEADING TO REQUEST FOR DEREGISTRATION
22. (a) List the expenses incurred in connection with the Merger or
Liquidation:
(i) Legal expenses: $67,000
(ii) Other expenses $2,100, issuance of press releases
(iii) Total expenses $69,100
(b) How were those expenses allocated? Pro rata among all
stockholders of the Fund.
(c) Who paid those expenses? The Fund.
(d) How did the fund pay for unamortized expenses (if any)? N/A
23. Has the fund previously filed an application for an order of the
Commission regarding the Merger or Liquidation?
[ ] Yes [x] No
If Yes, cite the release numbers of the Commission's notice and order
or, if no notice or order has been issued, the file number and date
the application was filed:
V. CONCLUSION OF FUND BUSINESS
24. Is the fund a party to any litigation or administrative proceeding?
[ ] Yes [x] No
If Yes, describe the nature of any litigation or proceeding and the
position taken by the fund in that litigation:
25. Is the fund now engaged, or intending to engage, in any business
activities other than those necessary for winding up its affairs?
[ ] Yes [x] No
If Yes, describe the nature and extent of those activities:
VI. MERGERS ONLY
26. (a) State the name of the fund surviving the Merger:
(b) State the Investment Company Act file number of the fund surviving
the Merger: 811-____
(c) If the merger or reorganization agreement has been filed
with the Commission, state the file number(s), form type
used and date the agreement was filed:
(d) If the merger or reorganization agreement has not been filed
with the Commission, provide a copy of the agreement as an
exhibit to this form.
<PAGE>
VERIFICATION
The undersigned states that (i) he has executed this Form N-8F application for
an order under section 8(f) of the Investment Company Act of 1940 on behalf of
The Emerging Mexico Fund, Inc., (ii) he is the President of The Emerging
Mexico Fund, Inc., and (iii) all actions by shareholders, directors, and any
other body necessary to authorize the undersigned to execute and file this
Form N-8F application have been taken. The undersigned also states that the
facts set forth in this Form N-8F application are true to the best of his or
her knowledge, information and belief.
/s/ Gonzalo de Las Heras
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Gonzalo de Las Heras
President
