The Mexico Equity

and Income Fund, Inc.

Annual Report

July 31, 2016

 

 

 

 

 

 

 

 

 

 

The Mexico Equity and Income Fund, Inc.

 

Dear Fellow Stockholders:

 

Despite the Fund’s persistent double-digit discount, long-term stockholders have been well served by the high quality portfolio management of Pichardo Asset Management, the Fund’s investment advisor.  From its inception on August 30, 1990 through July 31, 2016, the Fund’s annualized NAV return is 12.55%, significantly better than the 9.94% per annum return of the Mexico MSCI.  For detailed performance data, please refer to the latest investor presentation dated September 7, 2016 on the Fund’s website at http://www.mxefund.com.

 

In my March 2016 letter, I indicated that, in light of the wider trading discount of the shares at that time, the Board had determined to opportunistically resume share repurchases.  From March 1st through August 31st, the Fund repurchased 135,455 shares at a discount greater than 13%.  The Fund’s repurchases are reported monthly on its website.

 

Given the Fund’s relatively small size, there is a tradeoff between the NAV accretion from share repurchases and not jeopardizing the viability of the Fund.  As a result, the Board has determined to consider measures to increase the Fund’s total assets in a manner that fairly balances these concerns.

 

Sincerely yours,

 

 

Phillip Goldstein

Chairman

 

 

The Mexico Equity and Income Fund, Inc.

Report of Pichardo Asset Management (“PAM”),

The Investment Adviser

 

Dear Fund Stockholders,

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I.  INTRODUCTION

 

We are writing our Annual Stockholder Letter for the Fund’s fiscal year ended July 31, 2016 amid a global environment of lower international trade and lackluster economic activity in which the Mexican economy has managed to rekindle growth unlike other emerging economies.

 

The Mexican peso underperformed other emerging market currencies for the one-year period ended July 31, 2016, due to hedging strategies in response to international financial volatility.

 

We are pleased to report that the Fund has continued to provide its stockholders with an excess dollar return, over the benchmark, with dividends reinvested for the one, three, five, and ten-year periods ended July 31, 2016, as well as since inception.

 

 

THE MEXICO EQUITY AND INCOME FUND, INC.

 

 

    Sources: U.S. Bancorp¹; Thomson², Bloomberg; PAM³.

 

Performance data represents past performance; past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when sold, may be worth more or less than their original cost. Performance data to the most recent month end may be obtained by calling U.S. Bancorp Fund Services, LLC, (414) 765-4255, or by consulting the Fund’s web page: www.mxefund.com.

 

PAM’s in-house methodology continues to underpin the Fund’s de-indexed investment strategy. (See Annex 1*)

 

At the end of the Fund’s fiscal year, the Fund’s excess return had narrowed from an all-time one-year high of 738 basis points to 370 basis points. (See Annex 2*)

 

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II.  FUND’s PERFORMANCE

 

The Net Asset Value per share (the “NAV”) of the Fund decreased -6.42% with dividends reinvested in U.S. dollar terms, and the closing market price of the Fund (on the New York Stock Exchange) declined by -6.35% (with dividends reinvested) in U.S. dollar terms for the one-year period ended July 31, 2016. (Source: U.S. Bancorp) In Mexican pesos, the Fund’s NAV increased by 8.89% during the same period. (Source: PAM, Bloomberg)

 

At July 31, 2016, the common share market price was US $10.78, a discount of -12.50% to its NAV (US$12.32) vs. a discount of -12.18% at July 31, 2015. (Source: U.S. Bancorp, Bloomberg)

 

 

THE MEXICO EQUITY AND INCOME FUND, INC.

 

The existing open-market share repurchase program registered 109,636 shares repurchased at an average price of US$11.01 or US$1,207,197 representing 1.32% of MXE’s total assets under management and had a positive NAV impact of approximately 3 cents per share for the year ended July 31, 2016. (Source: U.S. Bancorp)

 

The Fund’s net assets totaled US$91,579,304 at July 31, 2016, compared to US$103,117,326 at July 31, 2015. The Fund paid a 5.2% dividend yield on January 29, 2016, or US$4,187,372, of which US$3,097,788 was in cash and US$1,089,584 in common shares. (Source: U.S. Bancorp)

 

During the Fund’s fiscal year, the MXN/USD exchange rate fluctuated in a range of $16.08 and $19.18 Mexican pesos per US Dollar. The Mexican peso depreciated 16.37% during the one-year period ended July 31, 2016. (Source: Banco de Mexico, FIX exchange-rate) (See Annex 3*)

 

The Mexican peso could continue to fluctuate between those levels due to international sources of volatility, which include: (1) U.S. presidential elections; (2) the increased perception that the Federal Reserve will undertake another hike in the federal funds rate; (3) its use as a proxy hedge for emerging market currencies, and (4) the correlation of the MXN to the oil price of West Texas Intermediate (WTI)  which dropped 11.7% to US$41.60 as of July 31, 2016. (Source: Bloomberg)

 

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III.  THE FUND’S INVESTMENT STRATEGY

 

The second half of the Fund’s fiscal year tested our discipline in adhering to its high quality portfolio management strategy. As mentioned in our June Monthly Report to the Fund’s Stockholders, we decided that the Fund should be overweight in consumption, mainly defensive staple stocks, versus cyclical industries; such as, materials, mining, and chemicals, due to greater risk aversion in the wake of Brexit, Fed interest rate normalization, and the consequent volatility, and U.S. Republican candidate Donald Trump’s higher ranking in the polls. Immediately following the move, some cyclical constituents of the indexes rallied in June and July, apparently on the back of foreign capital inflows (See Annex 4*) as reported by brokers in Mexico, the likelihood of additional quantitative easing measures in Great Britain and Japan, and the prospect of better 2Q’2016 financials based on companies’ guidance.

 

During the month of July and the beginning of August we made a tactical equity shift of approximately 10% of the Fund’s total assets into cyclical stocks based on our 2Q’2016 Value Investing, Buy-Sell, and Valuation methodologies (discounted cash flow (DCF), earnings growth, Sum of the Parts), as operating efficiencies and Net Debt/EBITDA ratios (earnings before interest, taxes, depreciation and amortization) have shown an improvement. Some of these stocks had already rallied by as much as 30% over the prior month, but still have better long-term prospects assuming the upturn is confirmed. Our stance with regard to the upturn is cautious, as global trade and economic activity remain lackluster.

 

The composition of the Fund’s asset allocation as of July 31, 2016: 47.2% of the Fund’s holdings were in consumer-related industries, including 5.4% in transportation infrastructure (airports) compared to approximately 40% at the time of this writing. (See Annex 5* and 6*)

 

 

THE MEXICO EQUITY AND INCOME FUND, INC.

 

At the end of 2Q’2016, stocks comprising MXE´s portfolio registered an aggregate revenue growth of 14.7% and EBITDA growth of 16.2% excluding America Movil. The EBITDA margin was 14.6%, while the operating margin was 10.9%. Moreover, a weaker peso strengthened the results of some companies in the portfolio with dollar-denominated revenue (Alpek, Bimbo, Cidmega, Gruma, Nemak, Rassini, Vesta, and Volaris) or operations in the U.S. (Alpek, Bimbo, Gruma, Nemak, and Rassini). The Mexican peso averaged $18.08 per US Dollar during 2Q’2016, an 18% depreciation vs. 2Q’2015. (See Annex 7*)

 

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IV.  MEXBOL INDEX

 

On July 22, 2016, the Mexican Bolsa (MEXBOL) hit a record high of 47,573 points following the deepening of expansive monetary and fiscal policies, mainly in developed markets, on the back of inflows into Mexican equities.

 

Listed companies invested around US$14 billion in M&A activities in the last two-years ended July 31, 2016. The most active sectors were real estate (Real Estate Investment Trusts, REITs), mainly in Mexico, and food products, mainly in South America and in the U.S., as well as consumer discretionary companies, mainly in Spain. (Source: PAM, Mexican Stock Exchange) (See Annex 8*)

 

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V.  LOCAL DEBT MARKET

 

For the one-year period ended July 31, 2016 the local yield curve showed a flattening, as a result of widespread increases in short-term rates. The main reason behind this movement was the restrictive monetary policy of Bank of Mexico (Banxico). Long-term yield curve showed marginal downward movements, signaling that inflation expectations remain anchored. Local yield curve is attractive to foreign investors when comparing yield to maturity with U.S. Treasuries. The M Bond yield to maturity (YTM) ended at 5.93% in July vs. 1.45% in the U.S. Treasury 10-year bond, the spread between these yields represents an opportunity cost that also influences stability in the local yield curve. (Source: Bloomberg) (See Annex 9*)

 

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VI.  MEXICAN ECONOMY

 

During the Fund’s fiscal year ended July 31, 2016, the global economy faced a complicated environment marked by financial market volatility and low global economic growth. Nevertheless, Mexico’s GDP has been growing at a 2.5% clip since the fourth quarter of 2015. (Source: INEGI) In our view, the main reason of a robust 2.5% clip in the second quarter of 2016 is the result of a 20-year period of prudent and responsible monetary and fiscal policies with contained inflation as well as the availability of stable international credit. (See Annex 10*)

 

Private consumption – which represents around 60% of the country’s GDP– has been the primary source of growth, and will most likely remain so for the following reasons: (1) a faster rate of growth in household remittances, which totaled US$13.16 billion during the first half of 2016, and grew 8.9% year-over-year (y/y) compared to the first half of 2015; (2) the reduction in the jobless rate to 3.94%, the

 

 

THE MEXICO EQUITY AND INCOME FUND, INC.

 

lowest since September of 2008 (See Annex 11*); (3) growth in real wages (up +1.88% y/y in June) (See Annex 12*); and (4) ongoing growth in consumer credit, which grew 13.1% y/y in June, accumulating seven straight months of double-digit expansion. (See Annex 13*)

 

External accounts also reflect the strength of the Mexican economy’s fundamentals. The trade deficit widened during the first few months of the year, partly due to the deceleration of the U.S. manufacturing sector. Nevertheless, data corresponding to the first quarter of 2016 indicate that external accounts remain stable. (Source: Banco de Mexico) (See Annex 14*)

 

 

If first quarter 2016 trends continue through year end, we believe the current and capital accounts will likely recover.

 

The main warning signs for the Mexican economy stem from gross fixed investment numbers (GFI), which have shown relative stability thus far. During 2015, GFI grew 1.30% y/y, similar to 2014 (1.26%) (Source: INEGI) Nevertheless, GFI has not been able to rebound, as might be expected in the current environment of financial and political uncertainty. The resumption of the Fed’s monetary policy normalization, which triggers bouts of strong volatility in financial markets, cannot be discarded, while uncertainty over the outcome of the U.S. presidential elections, which will take place in November of this year, has caused investor jitters, which will likely delay investment decisions. (See Annex 15*)

 

In our opinion, there has been no deterioration in the real economy. As mentioned previously, the economy has experienced unexpected price stability with annual inflation remaining below 3%, the Central Bank’s target. The Mexican economy’s stability is mostly the result of the government’s commitment to maintaining fiscal and monetary discipline. Concerning fiscal policy, Mexico’s Ministry of Finance has announced public spending cuts amounting close to 1% of GDP, and the country’s monetary authority has increased its reference rate by 125 basis points since December 2015, to 4.25%. (Source: Banco de Mexico) (See Annex 16*)

 

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VII.  CLOSING REMARKS

 

At the closing of this report, Standard & Poor’s (S&P) rating agency downgraded its outlook for Mexico’s sovereign debt rating, which is currently BBB+, three notches above investment grade, to negative from stable. According to its methodology, S&P’s decision implies at least a 33% probability of a rating downgrade within the next 24 months in the event of the increased vulnerability of Mexico’s public finances to adverse exogenous shocks. The announcement constitutes an important warning to keep Mexico’s public finances on the proper track. However, it also is a surprise for international capital markets in light of: 1) Mexico’s public expenditure cuts amounting to almost 1% of GDP in 2016;

 

 

THE MEXICO EQUITY AND INCOME FUND, INC.

 

2) the government’s intention of achieving a fiscal primary surplus in the 2017 budget; and 3) the recent rebound in oil prices that created better conditions for the acquisition of put options for oil revenue coverage in the 2017 budget. It should be noted that the spread between the Mexican U.S. dollar-denominated sovereign bond and its U.S. Treasury counterpart is below 160 bps when only in mid-February this year it was above 250 bps. (Source: Bloomberg) (See Annex 17*)

 

Finally, in view of historically high multiples, the Fund’s strategy will continue to focus on building a defensive portfolio with shifts into cyclical stocks or other sectors only when our value investing and growth methodologies indicate a fundamental improvement, regardless of index constituent weights and foreign flows into high liquidity stocks during bouts of speculative momentum.

 

*Annex 1 through 17 are available on the Fund’s website at www.mxefund.com under Investor Reports.

 

Sincerely yours,

 

Maria Eugenia Pichardo & Fabiola Molina,

Equity Portfolio Managers

Arnulfo Rodriguez

Debt Portfolio Manager

 

Definitions:

 

 

THE MEXICO EQUITY AND INCOME FUND, INC.

 

 

THE MEXICO EQUITY AND INCOME FUND, INC.

 

 

Earnings growth is not a measure of the Fund’s future performance.

 

The information provided herein represents the opinion of Pichardo Asset Management and not the Fund’s Board of Directors and is not intended to be a forecast of future events, a guarantee of future results, or investment advice.

 

The Fund’s investment objectives, risks, charges and expenses must be considered carefully before investing. The prospectus contains this and other important information about the investment company, and it may be obtained by calling U.S. Bancorp Fund Services, LLC, (414) 765-4255 or visiting www.mxefund.com. Read it carefully before investing.

 

All investments involve risk. Principal loss is possible. Investing internationally involves additional risks such as currency fluctuations, currency devaluations, price volatility, social and economic instability, differing securities regulation and accounting standards, limited publicly available information, changes in taxation, periods of illiquidity and other factors. These risks are greater in the emerging markets. Stocks of small-and-mid-capitalization companies involve greater volatility and less liquidity than larger-capitalization companies.

 

Investing in Foreign Securities

 

Investment in Mexican securities involves special considerations and risks that are not normally associated with investments in U.S. securities, including (1) relatively higher price volatility, lower

 

 

THE MEXICO EQUITY AND INCOME FUND, INC.

 

liquidity and the small market capitalization of Mexican securities markets; (2) currency fluctuations and the cost of converting Mexican pesos into U.S. dollars; (3) restrictions on foreign investment; (4) political, economic and social risks and uncertainties (5) higher rates of inflation and interest rates than in the United States.

 

The Portfolio Securities are denominated in pesos. As a result, the Portfolio Securities must increase in market value at a rate in excess of the rate of any decline in the value of the peso against the U.S. dollar in order to avoid a decline in their equivalent U.S. dollar value.

 

Fund holdings and sector allocations are subject to change at any time, and should not be considered recommendations to buy or sell any security. Please refer to the Schedule of Investments in this report for a complete list of fund holdings. Current and future portfolio holdings are subject to risk.

 

 

 

THE MEXICO EQUITY AND INCOME FUND, INC.

 

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RELEVANT ECONOMIC INFORMATION for the years ended December 31

 

 

Sources: Banamex, Banco de Mexico, Bloomberg, INEGI

THE MEXICO EQUITY AND INCOME FUND, INC.

(Calculated as a percentage of Total Investments)

 

THE MEXICO EQUITY AND INCOME FUND, INC.

The accompanying notes are an integral part of these financial statements.

THE MEXICO EQUITY AND INCOME FUND, INC.

The accompanying notes are an integral part of these financial statements.

THE MEXICO EQUITY AND INCOME FUND, INC.

Percentages are stated as a percent of net assets.

The accompanying notes are an integral part of these financial statements.

THE MEXICO EQUITY AND INCOME FUND, INC.

The accompanying notes are an integral part of these financial statements.

THE MEXICO EQUITY AND INCOME FUND, INC.

The accompanying notes are an integral part of these financial statements.

THE MEXICO EQUITY AND INCOME FUND, INC.

Statements of Changes in Net Assets

The accompanying notes are an integral part of these financial statements.

THE MEXICO EQUITY AND INCOME FUND, INC.

 

Financial Highlights

For a Common Share Outstanding Throughout Each Year

The accompanying notes are an integral part of these financial statements.

THE MEXICO EQUITY AND INCOME FUND, INC.

NOTE A:  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The Mexico Equity and Income Fund, Inc. (the “Fund”) was incorporated in Maryland on May 24, 1990, and commenced operations on August 21, 1990. The Fund is registered under the Investment Company Act of 1940, as amended, as a closed-end, non-diversified management investment company.

 

The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standard Codification Topic 946 “Financial Services—Investment Companies”.

 

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.

 

Significant accounting policies are as follows:

 

Portfolio Valuation. Investments are stated at value in the accompanying financial statements. Listed equity securities are valued at the closing price on the exchange or market on which the security is primarily traded (the “Primary Market”) at the valuation time. If the security did not trade on the Primary Market, it shall be valued at the closing price on another comparable exchange where it trades at the valuation time.  If there are no such closing prices, the security shall be valued at the mean between the most recent highest bid and lowest ask prices at the valuation time. Investments in short-term debt securities having a maturity of 60 days or less are valued at amortized cost if their term to maturity from the date of purchase was less than 60 days, or by amortizing their value on the 61st day prior to maturity if their term to maturity from the date of purchase when acquired by the Fund was more than 60 days. Other assets and securities for which no quotations are readily available will be valued in good faith at fair value using methods determined by the Board of Directors. These methods include, but are not limited to, the fundamental analytical data relating to the investment; the nature and duration of restrictions in the market in which they are traded (including the time needed to dispose of the security, methods of soliciting offers and mechanics of transfer); the evaluation of the forces which influence the market in which these securities may be purchased or sold, including the economic outlook and the condition of the industry in which the issuer participates. The Fund has a Valuation Committee comprised of independent directors which oversees the valuation of portfolio securities.

 

Investment Transactions and Investment Income. The cost of investments sold is determined by use of the specific identification method for both financial reporting and income tax purposes. Interest income, including the accretion of discount and amortization of premium on investments, is recorded on an accrual basis; dividend income is recorded on the ex-dividend date or, using reasonable diligence, when known to the Fund. The collectibility of income receivable from foreign securities is evaluated periodically, and any resulting allowances for uncollectible amounts are reflected currently in the determination of investment income. There was no allowance for uncollectible amounts at July 31, 2016.

 

THE MEXICO EQUITY AND INCOME FUND, INC.

Tax Status. No provision is made for U.S. Federal income or excise taxes as it is the Fund’s intention to continue to qualify as a regulated investment company and to make the requisite distributions to its shareholders that will be sufficient to relieve it from all or substantially all U.S. Federal income and excise taxes.

 

The Fund is subject to the following withholding taxes on income from Mexican sources:

 

 

Summary of Fair Value Exposure at July 31, 2016. The Fund follows the FASB ASC Topic 820 hierarchy, under which various inputs are used in determining the value of the Fund’s investments.

 

The basis of the hierarchy is dependent upon various “inputs” used to determine the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below:

 

 

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the

 

 

THE MEXICO EQUITY AND INCOME FUND, INC.

determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

 

The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

 

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following is a summary of the inputs used to value the Fund’s investments carried at fair value as of July 31, 2016:

 

THE MEXICO EQUITY AND INCOME FUND, INC.

Transfers between Level 1 and Level 2 securities as of July 31, 2016 resulted from securities priced previously with an official close price (Level 1 securities) or on days where there is not an official close price the securities are valued at the mean between the most recent bid and asked prices (Level 2 securities). Transfers as of July 31, 2016 are summarized in the table below:

 

 

Level 3 Reconciliation Disclosure

 

The following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:

 

 

 

THE MEXICO EQUITY AND INCOME FUND, INC.

 

The following table presents additional information about valuation methodologies and inputs used for investments that are measured at fair value and categorized within Level 3 as of July 31, 2016:

 

 

Disclosures about Derivative Instruments and Hedging Activities

The Fund did not invest in derivative securities or engage in hedging activities during the period ended July 31, 2016.

 

Federal Income Taxes. The Fund intends to comply with the requirements of the Internal Revenue Code necessary to qualify as a regulated investment company and to make the requisite distributions of income and capital gains to its shareholders sufficient to relieve it from all or substantially all federal income taxes. Therefore, no federal income tax provision is required. Accounting principles generally accepted in the United States of America require that permanent differences between financial reporting and tax reporting be reclassified between various components of net assets.

 

The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more-likely-than-not” to be sustained assuming examination by tax authorities. The Adviser has analyzed the Fund’s tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for open tax years (2013-2015), or expected to be taken in the Fund’s 2016 tax returns. The Fund identifies its major tax jurisdictions as U.S. Federal, New York State and foreign jurisdictions where the Fund makes significant investments; however, the Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

 

Reclassification of Capital Accounts. Accounting Principles generally accepted in the United States of America require certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share. The permanent differences are primarily attributed to foreign currency gain reclassifications. For the year

 

 

THE MEXICO EQUITY AND INCOME FUND, INC.

 

ended July 31, 2016, the following reclassifications were made for permanent tax differences on the Statement of Assets and Liabilities.

 

Accumulated Undistributed Net Investment Loss	$(289,019)
Accumulated Net Realized Loss	352,433
Paid-in Capital	(63,414)

Foreign Currency Translation. The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars on the following basis:

 

 

The Fund reports realized foreign exchange gains and losses on all other foreign currency related transactions as components of realized gains and losses for financial reporting purposes, whereas such gains and losses are treated as ordinary income or loss for Federal income tax purposes.

 

Securities denominated in currencies other than U.S. dollars are subject to changes in value due to fluctuations in the foreign exchange rate. Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of domestic origin as a result of, among other factors, the level of governmental supervision and regulation of foreign securities markets and the possibilities of political or economic instability.

 

Distribution of Income and Gains. The Fund intends to distribute to shareholders, at least annually, substantially all of its net investment income, including foreign currency gains. The Fund also intends to distribute annually any net realized capital gains in excess of net realized capital losses (including any capital loss carryovers), except in circumstances where the Directors of the Fund determine that the decrease in the size of the Fund’s assets resulting from the distribution of the gains would generally not be in the interest of the Fund’s shareholders. An additional distribution may be made to the extent necessary to avoid payment of a 4% U.S. Federal excise tax.

 

Distributions to shareholders are recorded on the ex-dividend date. The amount of dividends and distributions from net investment income and net realized gains are determined in accordance with U.S. Federal income tax regulations, which may differ from accounting principles generally accepted in the United States of America. These “book/tax” differences are either considered temporary or permanent in

 

 

THE MEXICO EQUITY AND INCOME FUND, INC.

nature. To the extent these differences are permanent in nature, such amounts are reclassified within the capital accounts based on their Federal tax-basis treatment; temporary differences do not require reclassification. To the extent they exceed net investment income and net realized gains for tax purposes, they are reported as distributions from additional paid-in capital.

 

Distributions to Shareholders. The tax character of distributions paid to shareholders during the periods ended July 31, 2016 and July 31, 2015 were as follows:

 

 

As of July 31, 2016, the components of distributable earnings on a tax basis were as follows:

 

 

 

At July 31, 2016, the Fund had a tax basis capital loss which may be carried forward to offset future short term capital gains indefinitely in the amount of $2,381,491.  To the extent that the Fund may realize future net capital gains, those gains will be offset by any of the unused capital loss carryforward.

 

At July 31, 2016, the Fund deferred, on a tax basis, late year losses of $193,548 and post-October losses of $2,568,551.

 

 

THE MEXICO EQUITY AND INCOME FUND, INC.

 

NOTE B:  MANAGEMENT, INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES

 

Pichardo Asset Management, S.A. de C.V. serves as the Fund’s Investment Adviser (the “Investment Adviser”) under the terms of the Investment Advisory Agreement (the “Advisory Agreement”) effective July 1, 2003. Pursuant to the Advisory Agreement, the Investment Adviser makes investment decisions for the Fund and supervises the acquisition and disposition of securities by the Fund. For its services, the Investment Adviser is paid a base fee, accrued daily at the annual rate of 1.00%, subject to a performance fee adjustment which increases or decreases the fee depending upon how well the Fund has performed relative to the MSCI Mexico Index (the “Index”) 12 month rolling average. The fee adjustment will be calculated using a monthly adjustment rate that is based upon the Fund’s relative performance to the Index. The performance adjustment rate will be positive (resulting in an upward fee adjustment) for each percentage point, or portion thereof, that the investment performance of the Fund exceeds the investment performance of the Index for the performance period multiplied by three (3) and will be negative (resulting in a downward fee adjustment) for each percentage point, or portion thereof, that the investment performance of the Index exceeds the investment performance of the Fund for the performance period multiplied by three (3).  Determinations of the performance adjustment rate (positive or negative) will be made in increments of 0.01% of differential performance.  As an example, if the Fund’s performance for the preceding 12 months exceeds the performance of the Index by 1.00%, the performance adjustment rate would be 3 x 0.01, which would result in a monthly fee equal to an annual rate of 1.03%. The performance adjustment rate will be limited to a 0.15% fee adjustment, positive or negative.

 

For the year ended July 31, 2016, the Fund’s investment performance ranged from 2.5% to 8.6% above the investment performance of the Index.  Accordingly, for the year ended July 31, 2016 the net investment advisor fee consisted of the base fee of $958,203 and an upward performance fee adjustment of $134,670.

 

Effective January 1, 2015, the Fund pays each of its directors who is not a director, officer or employee of the Investment Adviser, the Administrator or any affiliate thereof an annual fee of $35,000, paid pro rata, quarterly plus a fee of $500 for each meeting held telephonically. As additional annual compensation, the Chairman of the Fund will receive $5,000, the Audit Committee Chairman and Valuation Committee Chairman will receive $3,000, and the Nomination Committee Chairman will receive $2,000. For serving the Fund as Chief Compliance Officer, in addition to the aforementioned Directors’ fees, Mr. Hellerman receives annual compensation in the amount of $45,000. In addition, the Fund reimburses the directors and Chief Compliance Officer (“CCO”) for travel and out-of-pocket expenses incurred in connection with Board of Directors’ meetings and CCO due diligence requirements.

 

U.S. Bancorp Fund Services, LLC (“USBFS”), an indirect wholly-owned subsidiary of U.S. Bancorp, serves as the Fund’s Administrator and, in that capacity, performs various administrative services for the Fund. USBFS also serves as the Fund’s Fund Accountant (the “Fund Accountant”) and Transfer Agent. U.S. Bank, N.A. serves as the Fund’s custodian (the “Custodian”). The Custodian is an affiliate of the

 

 

THE MEXICO EQUITY AND INCOME FUND, INC.

Administrator. The Administrator prepares various federal and state regulatory filings, reports and returns for the Fund; prepares reports and materials to be supplied to the directors; monitors the activities of the Fund’s Custodian and Fund Accountant; coordinates the preparation and payment of the Fund’s expenses and reviews the Fund’s expense accruals.

 

NOTE C:  PORTFOLIO ACTIVITY

 

Purchases and sales of securities other than short-term obligations, aggregated $161,266,697 and $166,198,820 respectively, for the year ended July 31, 2016.

 

At July 31, 2016 approximately 101.0% of the Fund’s net assets were invested in Mexican securities. The Mexican securities markets are substantially smaller, less liquid, and more volatile than the major securities markets in the United States. Consequently, acquisitions and dispositions of securities by the Fund may be limited.

 

NOTE D:  CAPITAL STOCK

 

During the year ended July 31, 2016, the Fund purchased 109,636 shares of capital stock in the open market at a cost of $1,207,197.  The weighted average discount of these purchases comparing the average purchase price to net asset value at the close of the New York Stock Exchange was 13.68%.

 

During the year ended July 31, 2015, there were no shares of stock repurchased under the guidelines set forth in the Fund’s stock repurchase program.

 

On December 8, 2015, the Board of Directors declared a stock dividend of $0.56 per share. This dividend was paid in shares of common stock of the Fund, or in cash by specific election of the stockholders. The Fund issued 113,378 shares of common stock to stockholders that did not elect the cash option, which amounted to $1,089,584.

 

On December 17, 2015 at the Annual Meeting of Stockholders of the Fund, the preferred stockholders, voting as a separate class, and the common and preferred stockholders, voting together as a single class, each approved an amendment to the Fund’s Articles Supplementary authorizing the elimination of the preferred stock.  Consequently, the Fund redeemed all 48,535 preferred shares outstanding at 98% of the Fund’s net asset value per common share as of the close of business on Friday, January 8, 2016. Since such net asset value was $11.50, the Fund paid each preferred stockholder $11.27 per share on or about February 10, 2016. The total amount of the redemption payment was $546,989.  The net asset value per share of the Fund’s stockholders was increased by approximately $0.001 per share as a result of this redemption.

 

Share Repurchase

 

Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940 that the Fund may purchase, from time to time, shares of its common stock in the open market.

 

THE MEXICO EQUITY AND INCOME FUND, INC.

NOTE E:  SUBSEQUENT EVENTS

 

In preparing these financial statements, management has evaluated events and transactions for potential recognition or disclosure resulting from subsequent events through the date the financial statements were available to be issued. The Fund has determined that there were no subsequent events that would need to be disclosed in the Fund’s financial statements.

 

THE MEXICO EQUITY AND INCOME FUND, INC.

Report Of Independent Registered Public

Accounting Firm

To the Shareholders and Board of Directors

The Mexico Equity and Income Fund, Inc.

 

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of The Mexico Equity and Income Fund, Inc. (the “Fund”) as of July 31, 2016 and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended.  These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting.  Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of July 31, 2016, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of The Mexico Equity and Income Fund, Inc. as of July 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended,  in conformity with accounting principles generally accepted in the United States of America.

 

 

TAIT, WELLER & BAKER LLP

Philadelphia, Pennsylvania

September 27, 2016

 

 

THE MEXICO EQUITY AND INCOME FUND, INC.

 

BOARD CONSIDERATION OF THE CONTINUATION OF THE FUND’S INVESTMENT ADVISORY AGREEMENT (Unaudited)

 

In March 2016, the Board of Directors of The Mexico Equity and Income Fund, Inc., (the “Fund”), including the Independent Directors, unanimously approved the renewal of the Fund’s Investment Advisory Agreement (the “Agreement”) with the Adviser for an additional one-year term. The information, material facts and conclusions that formed the basis for the Board’s approval are described below.

 

INFORMATION REVIEWED

 

During the course of the year, Board members review a wide variety of materials relating to the nature, extent and quality of the services provided to the Fund by the Adviser, including reports on the Fund’s investment results, portfolio composition, investment strategy, economic outlook, valuation, and other matters. In addition, in connection with its annual review of the Agreement, independent counsel on behalf of the Board requested and the Board reviewed information that included materials regarding the Fund’s investment results, advisory fee and expense comparisons, financial and profitability information regarding the Adviser, descriptions of various functions such as compliance monitoring and portfolio trading practices, and information about the personnel providing investment management and administrative services to the Fund. In connection with its review, the Board received assistance and advice in the form of a written memorandum regarding legal and industry standards with respect to the renewal of an investment advisory agreement from counsel to the Fund. The Independent Directors discussed the approval of the Agreement with representatives of the Adviser and during an executive session with counsel at which no representatives of the Adviser were present. In deciding to recommend approval of the Agreement, the Board and the Independent Directors did not identify any single or particular piece of information that, in isolation, was the controlling factor. This summary describes the most important, but not all, of the factors considered by the Board and the Independent Directors.

 

1.  NATURE, EXTENT AND QUALITY OF SERVICES PROVIDED TO THE FUND

 

The Directors considered the nature, extent and quality of services provided by the Adviser to the Fund and the amount of time devoted to the Fund’s affairs by the Adviser’s staff.  The Directors considered the Adviser’s specific responsibilities in all aspects of daily management of the Fund, as well as the qualifications, experience and responsibilities of Maria Eugenia Pichardo, the Fund’s portfolio manager, and other key personnel at the Adviser involved in the daily activities of the Fund.  The Directors reviewed the structure of the Adviser’s compliance program and its continuing commitment to a culture of compliance.  The Directors discussed in detail the Adviser’s performance and compliance oversight, including the reports of the Fund’s chief compliance officer to the Directors on the effectiveness of the Adviser’s compliance program.  The Directors noted that the Adviser exhibited a high level of diligence and attention to detail in carrying out its responsibilities under the Agreement.  The Adviser was very responsive to the requests of the Board and had consistently kept the Board apprised of developments

 

 

THE MEXICO EQUITY AND INCOME FUND, INC.

related to the Fund and the Mexican economic environment in general.  The Directors concluded that the Adviser had sufficient quality and depth of personnel, resources, investment methods and compliance policies and procedures essential to performing its duties under the Agreement and that the nature, overall quality and extent of the management services provided to the Fund, as well as the Adviser’s compliance program, were satisfactory and the Adviser continues to be reliable.

 

2.  INVESTMENT PERFORMANCE OF THE FUND

 

The Independent Directors discussed the performance of the Fund for the one-year, three-year, five-year and ten year periods ended January  31, 2016. In assessing the quality of the portfolio management services delivered by the Adviser, the Independent Directors also compared the short-term and long-term performance of the Fund on both an absolute basis and in comparison to a peer group of 25 closed end international funds constructed by data provided by Morningstar, Inc. (the “Morningstar Peer Group”). The Independent Directors noted that the one year return for the Fund ranked ninth amongst its peer group while the Fund ranked thirteenth, sixth and second for the three-year, five-year and ten year periods, respectively.

 

3.  COSTS OF SERVICES PROVIDED AND PROFITS REALIZED BY THE ADVISER

 

The Directors considered the cost of services and the structure of the Adviser’s fees, including a review of the expense analyses and other pertinent material with respect to the Fund. In addition, the Independent Directors reviewed information comparing the Fund’s contractual advisory fees with the Morningstar Peer Group.  The Directors noted that the Fund’s contractual management base fee of 1.00% fell within the third quartile and was slightly above the Morningstar Peer Group average of 0.97%, which fell within the second quartile. The Directors also considered that the Fund’s management fee is subject to a performance fee adjustment that increases or decreases the fee depending on how well the Fund has performed relative to the MSCI Mexico Index.  The Directors noted that the contractual investment advisory fee adjusted for the payments under the fulcrum fee for performance was 11.6 basis points higher than the peer group average. The Directors then discussed the operation of the performance fee adjustment and the impact on fees and expenses based on various performance results. The Directors then noted that Fund’s current expense ratio of 1.76% was reasonable when compared to funds with similar asset size and complexity.  The Directors also considered the overall profitability of the Adviser, after reviewing the Adviser’s financial information.  The Directors examined the level of profits that could be expected to accrue to the Adviser from the fees payable under the Agreement, as well as the Fund’s brokerage arrangements, noting that the Adviser makes no effort to seek soft dollar arrangements.  These considerations were based on materials requested by the Directors and the Fund’s administrator specifically for the March 2016 meeting at which the Agreement was formally considered, as well as the presentations made by the Adviser over the course of the year.

 

 

THE MEXICO EQUITY AND INCOME FUND, INC.

The Directors concluded that the Fund’s expenses and the management fees paid to the Adviser were fair and reasonable in light of the comparative performance, expense and management fee information.  The Directors further concluded that the Adviser’s profit from advising the Fund had not been, and currently was not, excessive and that the Adviser had maintained adequate profit levels to support its services to the Fund from the revenues of its overall investment advisory business.

 

4.  EXTENT OF ECONOMIES OF SCALE AS THE FUND GROWS

 

The Directors considered the extent to which economies of scale were or should be reflected in the Fund’s advisory fee, and concluded that in view of the Fund’s investment results, the Fund’s reasonable level of total expenses and overall size of the net assets in the Fund that the investment advisory fees were reasonable and that there were no economies of scale available at this time that should be passed along to the Fund.

 

5.  BENEFITS DERIVED FROM THE RELATIONSHIP WITH THE FUND

 

The Directors considered the direct and indirect benefits that could be realized by the Adviser from its association with the Fund.  The Directors examined the brokerage and commissions of the Adviser with respect to the Fund, noting that the Adviser receives no soft dollar benefits from its relationship with the Fund and has no affiliated entities that provide services to the Fund.  The Directors concluded that any such benefits were difficult to quantify and likely not significant.

 

CONCLUSIONS

 

Based on their review, including consideration of each of the factors referred to above, the Board and the Independent Directors concluded that the terms of the Agreement are fair and reasonable to the Fund and its stockholders, that the Fund’s stockholders receive reasonable value in return for the advisory fees paid to the Adviser by the Fund and that renewal of the Agreement was in the best interests of the Fund and its stockholders.

 

THE MEXICO EQUITY AND INCOME FUND, INC.

NOTE 1:  INFORMATION ABOUT PROXY VOTING

 

Information regarding how the Fund votes proxies relating to portfolio securities is available without charge upon request by calling toll-free at 1-877-785-0376 and the SEC’s website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve month period ended June 30 is available on the SEC’s website at www.sec.gov or by calling the toll-free number listed above.

 

NOTE 2:  AVAILABILITY OF QUARTERLY PORTFOLIO SCHEDULE

 

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The filing will be available, upon request, by calling 1-877-785-0376. Furthermore, you will be able to obtain a copy of the filing on the SEC’s website at http://www.sec.gov beginning with the filing for the period ended October 31, 2004. The Fund’s Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Room in Washington, DC and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

 

NOTE 3:  INFORMATION ABOUT CERTIFICATIONS

 

In December 2015, the Fund submitted a CEO annual certification to the NYSE in which the Fund’s principal executive officer certified that she was not aware, as of the date of the certification, of any violation by the Fund of the NYSE’s Corporate Governance listing standards. In addition, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and related SEC rules, the Fund’s principal executive and principal financial officers have made quarterly certifications, included in the filing with the SEC on Forms N-CSR and N-Q, relating to, among other things, the Fund’s disclosure controls and procedures and internal control over financial reporting.

 

NOTE 4:  INFORMATION ON FORWARD LOOKING STATEMENTS

 

Except for historical information contained in this report for the Fund, the matters discussed in this report may constitute forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These include any adviser or portfolio manager predictions, assessments, analyses or outlooks for individual securities, industries, market sectors and/or markets. These statements involve risks and uncertainties. In addition to the general risks described for the Fund in the most recent Prospectus, other factors bearing on this report include the accuracy of the adviser’s or portfolio manager’s data, forecasts and predictions, and the appropriateness of the investment programs designed by the adviser or portfolio manager to implement their strategies efficiently and effectively. Any one or more of these factors, as well as other risks affecting the securities markets and investment instruments generally, could cause the actual results of the Fund to differ materially as compared to benchmarks associated with the Fund.

 

 

THE MEXICO EQUITY AND INCOME FUND, INC.

ADDITIONAL INFORMATION APPLICABLE TO FOREIGN SHAREHOLDERS ONLY

 

The percent of ordinary income distributions designated as interest related dividends for the fiscal year ended July 31, 2016 was 0.00%. (unaudited)

 

The percentage of taxable ordinary income distributions that are designated as short-term capital gain distributions under Internal Revenue Section 871(k)(2)(C) was 0.00%. (unaudited)

 

The Fund designates 0.00% of dividends declared for the fiscal year July 31, 2016 from net investment income as qualified dividend income under the Jobs and Growth Tax Relief Reconciliation Act of 2003. (unaudited)

 

THE MEXICO EQUITY AND INCOME FUND, INC.

DIVIDEND REINVESTMENT PLAN

 

The Fund intends to distribute to shareholders substantially all of its net investment company taxable income at least annually. Investment company taxable income, as defined in section 852 of the Internal Revenue Service Code of 1986, includes all of the Fund’s taxable income minus the excess, if any, of its net realized long-term capital gains over its net realized short-term capital losses (including any capital loss carryovers), plus or minus certain other required adjustments. The Fund also expects to distribute annually substantially all of its net realized long-term capital gains in excess of net realized short-term capital losses (including any capital loss carryovers), except in circumstances where the Fund realizes very large capital gains and where the Directors of the Fund determine that the decrease in the size of the Fund’s assets resulting from the distribution of the gains would not be in the interest of the Fund’s shareholders generally.

 

Pursuant to the Fund’s Dividend Reinvestment Plan (the “Plan”), each shareholder will be deemed to have elected, unless the Plan Agent (as defined below) is otherwise instructed by the shareholder in writing, to have all distributions, net of any applicable U.S. withholding tax, automatically reinvested in additional shares of the Fund by U.S. Bancorp Fund Services, LLC, the Fund’s transfer agent, as the Plan Agent (the “Plan Agent”). Shareholders who do not participate in the Plan will receive all dividends and distributions in cash, net of any applicable U.S. withholding tax, paid in U.S. dollars by check mailed directly to the shareholder by the Plan Agent, as dividend-paying agent. Shareholders who do not wish to have dividends and distributions automatically reinvested should notify the Plan Agent for The Mexico Equity and Income Fund, Inc., c/o U.S. Bancorp Fund Services, ATTN: Ms. Casey Sauer, 615 East Michigan Street, Milwaukee, WI 53202. Dividends and distributions with respect to shares of the Fund’s Common Stock registered in the name of a broker-dealer or other nominee (i.e., in “street name”) will be reinvested under the Plan unless the service is not provided by the broker or nominee or the shareholder elects to receive dividends and distributions in cash. A shareholder whose shares are held by a broker or nominee that does not provide a dividend reinvestment program may be required to have his shares registered in his own name to participate in the Plan. Investors who own shares of the Fund’s Common Stock registered in street name should contact the broker or nominee for details.

 

The Plan Agent serves as agent for the shareholders in administering the Plan. If the Directors of the Fund declare an income dividend or a capital gains distribution payable in the Fund’s Common Stock, or in cash, as shareholders may have elected, nonparticipants in the Plan will receive cash and participants in the Plan will receive Common Stock to be issued by the Fund. If the market price per share on the valuation date equals or exceeds net asset value per share on that date, the Fund will issue new shares to participants at net asset value; or, if the net asset value is less than 95% of the market price on the valuation date, then such shares will be issued at 95% of the market price.

 

If net asset value per share on the valuation date exceeds the market price per share on that date, participants in the Plan will receive shares of Common Stock from the Fund valued at market price. The

 

 

THE MEXICO EQUITY AND INCOME FUND, INC.

valuation date is the dividend or distribution payment date or, if that date is not a New York Stock Exchange trading day, the next preceding trading day. If the Fund should declare an income dividend or capital gains distribution payable only in cash, the Plan Agent will, as agent for the participants, buy Fund shares in the open market on the New York Stock Exchange or elsewhere, for the participants’ accounts on, or shortly after, the payment date.

 

The Plan Agent maintains all shareholder accounts in the Plan and furnishes written confirmations of all transactions in an account, including information needed by shareholders for personal and tax records. Shares in the account of each Plan participant will be held by the Plan Agent in noncertified form in the name of the participant, and each shareholder’s proxy will include those shares purchased pursuant to the Plan.

 

In the case of shareholders such as banks, brokers or nominees that hold shares for others who are beneficial owners, the Plan Agent will administer the Plan on the basis of the number of shares certified from time to time by the shareholders as representing the total amount registered in the shareholder’s name and held for the account of beneficial owners who participate in the Plan.

 

There is no charge to participants for reinvesting dividends or capital gains distributions payable in either Common Stock or cash. The Plan Agent’s fees for the handling or reinvestment of such dividends and capital gains distributions will be paid by the Fund. There will be no brokerage charges with respect to shares issued directly by the Fund as a result of dividends or capital gains distributions payable either in stock or in cash. However, each participant will pay a pro rata share of brokerage commissions incurred with respect to the Plan Agent’s open market purchases in connection with the reinvestment of dividends or capital gains distributions payable in cash.

 

Brokerage charges for purchasing small amounts of Common Stock for individual accounts through the Plan are expected to be less than usual brokerage charges for such transactions because the Plan Agent will be purchasing stock for all participants in blocks and prorating the lower commissions thus attainable. Brokerage commissions will vary based on, among other things, the broker selected to effect a particular purchase and the number of participants on whose behalf such purchase is being made.

 

The receipt of dividends and distributions in Common Stock under the Plan will not relieve participants of any income tax (including withholding tax) that may be payable on such dividends or distributions.

 

Experience under the Plan may indicate that changes in the Plan are desirable. Accordingly, the Fund and the Plan Agent reserve the right to terminate the Plan as applied to any dividend or distribution paid subsequent to notice of the termination sent to participants at least 30 days before the record date for such dividend or distribution. The Plan also may be amended by the Fund or the Plan Agent, but (except when necessary or appropriate to comply with applicable law, or rules or policies of a regulatory authority) only upon at least 30 days’ written notice to participants. All correspondence concerning the Plan should be directed to the Plan Agent at the address above.

 

THE MEXICO EQUITY AND INCOME FUND, INC.

The Fund’s Annual Stockholders meeting was held on December 17, 2015, at the offices of U.S. Bancorp Fund Services, 777 E. Wisconsin Avenue, Milwaukee, WI 53202. As of October 15, 2015, the record date, outstanding shares of common and preferred stock were 7,428,915 and 48,535 respectively. Holders of 6,406,148 common and 45,972 preferred shares of the Fund were present at the meeting either in person or by proxy. These holders, as being holders of a majority of the outstanding shares of the Fund, constituted a quorum. The stockholders voted on two proposals. The stockholders elected two Directors to the Board of Directors and approved an amendment to the Fund’s Articles Supplementary to provide for the redemption of the outstanding shares of the Fund’s preferred stock at the option of the Fund at a price equal to 98% of the net asset value per share of Fund on a date to be designed by the Board of Directors.  The following table provides information concerning the matters voted on at the meeting:

 

 

THE MEXICO EQUITY AND INCOME FUND, INC.

 

 

 

 

 

THE MEXICO EQUITY AND INCOME FUND, INC.

 

THE MEXICO EQUITY AND INCOME FUND, INC.

Board of Directors. The management and affairs of the Fund are supervised by the Board of Directors. The Board consists of six individuals, five of whom are not “interested persons” of the Fund as the term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”). The Directors are fiduciaries for the Fund’s shareholders and are governed by the laws of the State of Maryland in this regard. The Board establishes policies for the operation of the Fund and appoints the officers who conduct the daily business of the Fund. The Directors and Interested Officers of the Fund are listed below with their addresses, present position(s) with the Fund, length of time served, principal occupations over at least the last five years, and any other Directorships held. Please note that the Fund is not part of a fund complex.

 

THE MEXICO EQUITY AND INCOME FUND, INC.

 

THE MEXICO EQUITY AND INCOME FUND, INC.

THE MEXICO EQUITY

AND INCOME FUND, INC.

 

Investment Adviser:

Pichardo Asset Management, S.A. de C.V.

Andres Bello No. 45 – 22 Floor

Col. Chapultepec Polanco

Del. Miguel Hidalgo

Mexico, CDMX (D.F.), C.P. 11560

 

Independent Registered Public

Accounting Firm:

Tait, Weller & Baker LLP

1818 Market Street, Suite 2400

Philadelphia, PA 19103

 

Transfer Agent and Registrar,

Fund Administrator

and Fund Accountant:

U.S. Bancorp Fund Services, LLC

615 East Michigan Street

Milwaukee, WI 53202

 

Custodian:

U.S. Bank, N.A.

Custody Operations

1555 Rivercenter Drive, Suite 302

Milwaukee, WI 53212

 

Board of Directors:

Richard Abraham

Rajeev Das

Phillip Goldstein

Glenn Goodstein

Gerald Hellerman

Maria Eugenia Pichardo

 

 

The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer and principal financial officer.  The registrant has not made any amendments to its code of ethics during the period covered by this report.  The registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report.  The registrant undertakes to provide to any person without charge, upon request, a copy of its code of ethics by mail when they call the registrant at 1-414-765-4255.

The registrant’s board of directors has determined that there is at least one audit committee financial expert serving on its audit committee.  Rajeev Das is the “audit committee financial expert” and is considered to be “independent” as each term is defined in Item 3 of Form N-CSR.

 

The registrant has engaged its principal accountant to perform audit services, audit-related services, tax services and other services during the past two fiscal years.  “Audit services” refer to performing an audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.  “Audit-related services” refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit.  “Tax services” refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning.  “Other services” were not provided by the principal accountant.  The following table details the aggregate fees billed or expected to be billed for each of the last two fiscal years for audit fees, audit-related fees, tax fees and other fees by the principal accountant.

	FYE  7/31/2016	FYE  7/31/2015
Audit Fees	$30,000	$29,500
Audit-Related Fees	$0	$0
Tax Fees	$3,300	$3,300
All Other Fees	$0	$0

The audit committee has adopted pre-approval policies and procedures that require the audit committee to pre‑approve all audit and non‑audit services of the registrant, including services provided to any entity affiliated with the registrant.

	FYE  7/31/2016	FYE  7/31/2015
Audit-Related Fees	0%	0%
Tax Fees	0%	0%
All Other Fees	0%	0%

 

All of the principal accountant’s hours spent on auditing the registrant’s financial statements were attributed to work performed by full‑time permanent employees of the principal accountant.

 

The following table indicates the non-audit fees billed or expected to be billed by the registrant’s accountant for services to the registrant and to the registrant’s investment adviser (and any other controlling entity, etc.—not sub-adviser) for the last two years.  The audit committee of the board of trustees/directors has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser is compatible with maintaining the principal accountant's independence and has concluded that the provision of such non-audit services by the accountant has not compromised the accountant’s independence.

Non-Audit Related Fees	FYE  7/31/2016	FYE  7/31/2015
Registrant	$0	$0
Registrant’s Investment Adviser	$0	$0

 

The standing audit committee is comprised of Mr. Abraham, Mr. Phillip Goldstein, Mr. Glenn Goodstein and Mr. Rajeev Das.

(a)	Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.

 

PROXY VOTING POLICIES AND GUIDELINES

 

The Proxy Voting Policies and Guidelines contained in this document summarize The Mexico Equity and Income Fund, Inc.’s (the “Fund”) positions on various issues of concern to the Fund’s shareholders.  These Guidelines give general indication as to how the Fund’s Advisor will vote Fund shares on each issue listed.  However, this listing does not address all potential voting issues or the intricacies that may surround individual proxy votes.  For that reason there may be instances in which votes may vary from the guidelines presented here.  The Fund endeavors to vote Fund shares in accordance with the Fund’s investment objectives and strategies.

 

 

 

 

The Board of Directors is responsible for the overall governance of the corporation.

 

The Fund advisor will oppose slates without at least a majority of independent directors (1/3 of directors who are outsiders to the corporation).

 

The Fund advisor will vote for shareholder proposals that request that the board audit, compensation and/or nominating committees include independent directors exclusively.

 

 

The Fund advisor will generally support the authorization of additional common stock necessary to facilitate a stock split.

 

The Fund advisor will generally support the authorization of additional common stock, if the company already has a large amount of stock authorized but not issued or reserved for its stock option plans.  In this latter instance, there is a concern that the authorized but unissued shares will be used as a poison pill or other takeover defense, which will be opposed.  In addition, we will require the company to provide a specific purpose for any request to increase shares by more than 100 percent of the current authorization.

 

 

Blank check preferred is stock with a fixed dividend and a preferential claim on company assets relative to common shares.  The terms of the stock (voting dividend and conversion rights) are set by the Board at a future date without further shareholder action.  While such an issue can in theory have legitimate corporate purposes, most often it has been used as a takeover defense since the stock has terms that make the entire company less attractive.

 

The Fund advisor will generally oppose the creation of blank check preferred stock.

 

 

On a classified (or staggered) board, directors are divided into separate classes (usually three) with directors in each class elected to overlapping three-year terms.  Companies argue that such Boards offer continuity in direction which promotes long-term planning.  However, in some instances they may serve to deter unwanted takeovers since a potential buyer would have to wait at least two years to gain a majority of Board seats.

 

The Fund advisor will vote on a case-by-case basis on issues involving classified boards.

 

 

Supermajority vote requirements in a company’s charter or bylaws require a level of voting approval in excess of a simple majority.  Generally, supermajority provisions require at least 2/3 affirmative vote for passage of issues.

 

The Fund advisor will vote on a case-by-case issues involving supermajority voting.

 

 

Written consent allows shareholders to initiate and carry out a shareholder action without waiting until the annual meeting or by calling a special meeting.  It permits action to be taken by the written consent of the same percentage of outstanding shares that would be required to effect the proposed action at a shareholder meeting.

 

The Fund advisor will generally oppose proposals to limit or eliminate the right of shareholders to act by written consent.

 

 

The Fund advisor will generally oppose such a restriction as it limits the right of the shareholder.

 

 

Because of increased litigation brought against directors of corporations and the increased costs of director’s liability insurance, many states have passed laws limiting director liability for those acting in good faith.  Shareholders however must opt into such statutes.  In addition, many companies are seeking to add indemnification of directors to corporate bylaws.

 

The Fund advisor will generally support director liability and indemnification resolutions because it is important for companies to be able to attract the most qualified individuals to their Boards.  Note: Those directors acting fraudulently would remain liable for their actions irrespective of this resolution.

 

 

Corporations are in general bound by the laws of the state in which they are incorporated.  Companies reincorporate for a variety of reasons including shifting incorporation to a state where the company has its most active operations or corporate headquarters, or shifting incorporation to take advantage of state corporate takeover laws.

 

While each reincorporation proposal will be evaluated based on its own merits, the Fund advisor will generally support reincorporation resolutions for valid business reasons (such as reincorporating in the same state as the corporate headquarters).

 

 

Cumulative voting allows shareholders to “stack” their votes behind one or a few directors running for the board, thereby helping a minority of shareholders to win board representation.  Cumulative voting gives minority shareholders a voice in corporate affairs proportionate to their actual strength in voting shares.

 

The Fund advisor will generally support proposals calling for cumulative voting in the election of directors.

 

 

In order to maintain corporate control in the hands of a certain group of shareholders, companies may seek to create multiple classes of stock with differing rights pertaining to voting and dividends.

 

The Fund advisor will generally oppose dual classes of stock.  However, the advisor will support classes of stock offering different dividend rights (such as one class which pays cash dividends and a second which pays stock dividends) depending on the circumstances.

 

 

In general corporate directors may stand for re-election indefinitely.  Opponents of this practice suggest that limited tenure would inject new perspectives into the boardroom as well as possibly creating room for directors from diverse backgrounds; however, continuity is important to corporate leadership and in some instances alternative means may be explored for injecting new ideas or members from diverse backgrounds into corporate boardrooms.

 

Accordingly, the Fund advisor will vote on a case-by-case basis attempts to limit director tenure.

 

 

The director share ownership proposal requires that all corporate directors own a minimum number of shares in the corporation.  The purpose of this resolution is to encourage directors to have the same interest as other shareholders.

 

The Fund advisor will support resolutions that require corporate directors to own shares in the company.

 

 

Annual election of the outside accountants is standard practice.  While it is recognized that the company is in the best position to evaluate the competence of the outside accountants, we believe that outside accountants must ultimately be accountable to shareholders.  Furthermore, audit committees have been the subject of a report released by the Blue Ribbon Commission on Improving the Effectiveness of Corporate Audit Committees in conjunction with the NYSE and the National Association of Securities Dealers.  The Blue Ribbon Commission concluded that audit committees must improve their current level of oversight of independent accountants.  Given the rash of accounting irregularities that were not detected by audit panels or auditors, shareholder ratification is an essential step in restoring investor confidence.

 

The Fund advisor will oppose the resolutions seeking ratification of the auditor when fees for financial systems design and implementation exceed audit and all other fees, as this can compromise the independence of the auditor.

 

The Fund advisor will oppose the election of the audit committee chair if the audit committee recommends an auditors whose fees for financial systems design and implementation exceed audit and all other fees, as this can compromise the independence of the auditor.

 

 

 

On a case-by-case basis, the Fund advisor will support shareholder resolutions requesting companies to disclose the salaries of top management and the Board of Directors.

 

 

The Fund advisor will oppose an executive compensation proposal if we believe the compensation does not reflect the economic and social circumstances of the company (i.e. at times of layoffs, downsizing, employee wage freezes, etc.).

 

 

The Fund advisor will support shareholder resolutions requesting the formation of a committee of independent directors to review and examine executive compensation.

 

 

The Fund advisor will generally oppose stock option plans that in total offer greater than 15% of shares outstanding because of voting and earnings dilution.

 

The Fund advisor will generally oppose option programs that allow the repricing of underwater options.  (Repricing divides shareholder and employee interests.  Shareholders cannot “reprice” their stock and, therefore, optionees should not be treated differently).

 

The Fund advisor will generally oppose stock option plans that have option exercise prices below the marketplace on the day of the grant.

 

The Fund advisor will generally support options programs for outside directors subject to the same constraints previously described.

 

 

The Fund advisor will support ESOPs created to promote active employee ownership.  However, they will oppose any ESOP whose purpose is to prevent a corporate takeover.