[Federal Register Volume 67, Number 182 (Thursday, September 19, 2002)]
[Notices]
[Pages 59079-59082]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 02-23783]



[[Page 59079]]

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 25729/812-12460]


Notice of Application of The Mexico Fund, Inc. and Commission 
Statement

September 13, 2002.
AGENCY: Securities and Exchange Commission (the ``Commission'').

ACTIONS: (1) Notice of an application under sections 6(c), 17(b) and 
23(c)(3) of the Investment Company Act of 1940 (the ``Act'') for 
exemptions from sections 5(a)(2), 17(a)(1) and 17(a)(2) of the Act and 
rule 23c-3 under the Act; and (2) Commission statement concerning 
section 17(d) of the Act and rule 17d-1 under the Act.

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SUMMARY OF APPLICATION AND COMMISSION STATEMENT: The Mexico Fund, Inc. 
(the ``Fund'') requests an order that would permit the Fund to make 
periodic repurchase offers in compliance with rule 23c-3 under the Act 
except that (a) the repurchase offers would be for between one and one 
hundred percent of the Fund's outstanding shares provided that the Fund 
will offer to repurchase at least five percent of its outstanding 
shares each fiscal year; (b) shareholders participating in the 
repurchase offers would receive in-kind pro-rata portfolio securities 
of the Fund for their shares; and (c) the board of directors of the 
Fund (``Board'') would be able to set and reset the periodic interval 
between repurchase offers at three, six or 12 months upon prior notice 
to shareholders. The requested order also would grant relief from 
sections 5(a)(2) and 17(a) of the Act. The Commission also is issuing a 
statement concerning reimbursement of proxy solicitation expenses of an 
affiliated shareholder and similar transactions by registered 
investment companies which present issues under section 17(d) of the 
Act and rule 17d-1 under the Act (see Commission Statement infra).

FILING DATES: The application was filed on March 2, 2001, and amended 
on February 22, 2002, June 5, 2002, August 1, 2002 and August 16, 2002.

HEARING OR NOTIFICATION OF HEARING: An order granting the application 
will be issued unless the Commission orders a hearing. Interested 
persons may request a hearing by writing to the Commission's Secretary 
and serving applicant with a copy of the request, personally or by 
mail. Hearing requests should be received by the Commission by 5:30 
p.m. on October 4, 2002, and should be accompanied by proof of service 
on the applicant, in the form of an affidavit, or, for lawyers, a 
certificate of service. Hearing requests should state the nature of the 
writer's interest, the reason for the request, and the issues 
contested. Persons who wish to be notified of a hearing may request 
notification by writing to the Commission's Secretary.

ADDRESSES: Secretary, Securities and Exchange Commission, 450 Fifth 
Street, NW, Washington, DC 20549-0609. Applicant, The Mexico Fund, 
Inc., 1775 Eye Street, NW, Washington, DC 20006, Attention Sander M. 
Bieber, Esq.

FOR FURTHER INFORMATION CONTACT: Karen L. Goldstein, Senior Counsel, at 
(202) 942-0646, or Janet M. Grossnickle, Branch Chief, at (202) 942-
0564 (Division of Investment Management, Office of Investment Company 
Regulation).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application and a Commission statement. The complete application may be 
obtained for a fee at the Commission's Public Reference Branch, 450 
Fifth Street, NW, Washington, DC 20549-0102 (telephone (202) 942-8090).

Applicant's Representations in the Application

    1. The Fund is a Maryland corporation registered under the Act as a 
closed-end non-diversified management investment company. Shares of the 
Fund are listed and trade on the New York Stock Exchange (``NYSE''). 
Impulsora del Fondo M[eacute]xico, S.A. de C.V., a Mexican corporation 
registered under the Investment Advisers Act of 1940, serves as 
investment adviser to the Fund.
    2. The Fund's investment objective is to provide long-term capital 
appreciation through investment in securities listed on the Bolsa 
Mexicana de Valores, S.A. de C.V. (the ``Mexican Stock Exchange''). 
Since 1997, an average of 95 percent of the Fund's assets have been 
invested in equity securities of Mexican issuers. The Fund also may 
invest in Mexican fixed-income securities, bank time deposits of 
Mexican banks and U.S. fixed income securities. All of the equity 
securities and most of the fixed-income securities acquired for 
investment by the Fund are listed on the Mexican Stock Exchange. 
Applicant states that with $346 million of net assets under management, 
the Fund is one of the largest U.S. funds investing in equity 
securities of the Mexican market. The Fund's net assets represent about 
3.4 times the size of the daily trading volume of the Mexican Stock 
Exchange.
    3. Applicant states that the Mexican market is relatively illiquid 
and concentrated and, along with the Fund's investment strategy, is 
largely responsible for the Fund's organization as a closed-end 
investment company. Applicant states that the Fund's shares typically 
have traded at a discount to their net asset value (the ``market 
discount''), which has averaged over twenty percent since 1998. In the 
past, the Fund has conducted share repurchase programs and a tender 
offer for its shares, each of which, the Fund states, reduced the 
market discount temporarily.
    4. The Fund proposes to conduct periodic repurchase offers for its 
shares at net asset value (each a ``Repurchase Offer'') pursuant to a 
fundamental policy that has been approved by the Fund's shareholders 
(''Fundamental Policy''). Under the Fund's proposal (the ``Repurchase 
Structure''), the Fund would offer to repurchase no less than five 
percent of the Fund's outstanding shares during each fiscal year, based 
on the number of shares outstanding at the beginning of the fiscal 
year. Repurchase Offers would be conducted at least once each fiscal 
year, but no more frequently than quarterly, and would be for between 
one and one hundred percent of the Fund's outstanding shares (the 
``Repurchase Offer Amount''). The Board would be able to set or reset 
the periodic interval between Repurchase Offers at three, six or 12 
months.
    5. Under the Repurchase Structure, shareholders submitting shares 
to be repurchased would receive a pro-rata distribution of the equity 
securities held by the Fund,\1\ valued at net asset value minus a 
repurchase fee of no more than two percent.\2\ The Fund may pay cash 
for fractional shares and odd lots of securities, round off odd lots or 
fractional shares to eliminate them prior to distribution, or pay a 
higher pro-rata percentage of equity securities to represent these 
items. If a greater number of shares are submitted for repurchase than 
the total amount of the

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Repurchase Offer, each participating shareholder would receive a pro-
rata share of the distribution equal to the total shares repurchased. 
The Repurchase Structure has been approved by the Fund's shareholders, 
subject to the Fund's obtaining the requested order. The Repurchase 
Structure would be disclosed in the Fund's annual, semi-annual and 
quarterly reports.
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    \1\ Under the Repurchase Structure, shareholders will not 
receive (a) securities which, if distributed, would be required to 
be registered under the Securities Act of 1933 (``Securities Act''); 
(b) securities issued by entities in countries which restrict or 
prohibit the holding of securities by non-nationals other than 
through qualified investment vehicles; and (c) certain portfolio 
assets thast involve the assumption of contractual obligastions, 
require special trading facilities or can only be traded with the 
coutnerparty to the transaction in order to effect a change in 
beneficial ownership.
    \2\ The Fund states that it has received a ruling from the 
Internal Revenue Service finding that the in-kind disstribution of 
securities by the Fund, in payment for the repurchases, will not 
result in the recognition of any taxable gains to the Fund. See PLR-
200148030 (Aug. 28, 2001).
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    6. The Fund requests relief from rule 23c-3 under the Act to the 
extent necessary to conduct the Repurchase Offers and from section 
5(a)(2) of the Act to remain a closed-end company should its securities 
be deemed ``redeemable securities'' as a result of the Repurchase 
Structure. The Fund also requests relief from sections 17(a)(1) and 
17(a)(2) of the Act to allow any Fund shareholder who is an 
``affiliated person'' of the Fund within the meaning of section 2(a)(3) 
of the Act solely by virtue of owning five percent or more of the 
outstanding voting securities of the Fund (''Affiliated Shareholder'') 
to participate in the Repurchase Structure. The requested order would 
not apply to shareholders who are affiliated persons of the Fund within 
the meaning of sections 2(a)(3)(B) through (F) of the Act.

Applicant's Legal Analysis in the Application

    1. Section 23(c) of the Act provides, in relevant part, that no 
registered closed-end investment company may purchase any securities of 
any class of which it is the issuer except: (a) On a securities 
exchange or other open market; (b) pursuant to tenders, after 
reasonable opportunity to submit tenders given to all holders of 
securities of the class to be purchased; or (c) under such other 
circumstances as the Commission may permit by rules and regulations or 
orders for the protection of investors in order to insure that such 
purchases are made in a manner or on a basis that does not discriminate 
unfairly against any holders of the class or classes of securities to 
be purchased.
    2. Section 6(c) of the Act provides that the Commission may exempt 
any person, security, or transaction from any provision of the Act or 
rule thereunder, if and to the extent that such exemption is necessary 
or appropriate in the public interest and consistent with the 
protection of investors and the purposes fairly intended by the policy 
and provisions of the Act.
    3. Rule 23c-3 under the Act permits a registered closed-end 
investment company to make repurchase offers at net asset value to its 
shareholders at periodic intervals pursuant to a fundamental policy of 
the investment company. The Fund states that the Repurchase Structure 
would comply with rule 23c-3, except for paragraphs (a)(3), (b)(1), 
(b)(2) and (b)(10) of the rule.
    4. Rule 23c-3(a)(3) under the Act requires that a repurchase offer 
amount must be no less than five or more than twenty-five percent of a 
fund's outstanding common stock on the repurchase request deadline. 
Applicant seeks an exemption from this provision to the extent 
necessary to conduct a Repurchase Offer for an amount between one and 
one hundred percent of its outstanding shares provided that the Fund 
will offer to repurchase at least five percent of its outstanding 
shares each fiscal year. Applicant states that a Repurchase Offer 
Amount of between one and one hundred percent would provide 
shareholders with an equal and definite opportunity to sell Fund shares 
at net asset value (minus a repurchase fee). The Fund also notes that, 
as long as its shares are listed on the NYSE, shareholders would retain 
their ability to sell shares at market price. Applicant further asserts 
that Repurchase Offers in the range of one to one hundred percent would 
complement the flexibility sought by the Fund in determining the 
periodic intervals and may be prudent given the capitalization and 
average trading volume of the Mexican securities market.
    5. Rule 23c-3(b)(1) under the Act requires that repurchase proceeds 
be paid in cash. The Fund requests an exemption from rule 23c-3(b)(1) 
to the extent necessary to allow it to pay shareholders who participate 
in the Repurchase Offers with a pro-rata distribution of the Fund's 
portfolio securities. Applicant states that in-kind repurchases are 
preferable for the Fund because it invests in a relatively illiquid 
market and would allow the Fund to better commit its assets to its 
investment objective.
    Applicant also states that a periodic liquidation of the Fund's 
assets to conduct Repurchase Offers in cash would likely have a 
negative impact on the Mexican securities market and force the Fund to 
accept lower prices for liquidated securities. Applicant further states 
that in-kind repurchases will allow shareholders the discretion as to 
whether and when to sell securities received in the Repurchase Offers 
and allow shareholders remaining in the Fund to avoid realization of 
long-term capital gains.
    6. Rule 23c-3(b)(10) requires that, from the time shareholders 
receive notification of a repurchase offer until the repurchase pricing 
date, the Fund maintain an amount of liquid assets equal to at least 
one hundred percent of the minimum amount of the dollar value of the 
shares offered to be repurchased. The Fund states that this requirement 
is not necessary as applied to the Repurchase Structure because the 
Fund will conduct Repurchase Offers in-kind rather than for cash. The 
Fund represents that it will, from the time it sends notification to 
shareholders pursuant to rule 23c-3(b)(4) until the repurchase pricing 
date, maintain a percentage of the Fund's assets approximately equal to 
the portion of the Repurchase Offer Amount that the Fund reasonably 
expects will be paid in cash in assets that can be sold or disposed of 
in the ordinary course of business, at approximately the price at which 
the Fund has valued the investment, within a period equal to the period 
between the repurchase request deadline and the repurchase payment 
deadline or of assets that mature by the next repurchase payment 
deadline.
    7. Rule 23c-3(b)(2) requires that repurchase offers be made at 
periodic intervals specified in the fundamental policy. The Fund 
requests an exemption from rule 23c-3(b)(2)(i)(B) and (C) to the extent 
necessary to permit the Board, pursuant to the Fundamental Policy, to 
set and reset the periodic intervals at which Repurchase Offers will be 
made at three, six, or 12 months (``Repurchase Offer Intervals''). The 
Fund states that it will provide written notice of the information 
required by rule 23c-3(b)(2)(i)(B) and (C) to shareholders notifying 
them of any change in the Repurchase Offer Interval prior to, or 
simultaneously with, the notification for the most recent Repurchase 
Offer if the Repurchase Offer Interval is lengthened, and in the Fund's 
quarterly reports if the Repurchase Offer Interval is shortened. The 
Fund believes that the Repurchase Structure would provide Fund 
shareholders considerably more certainty than would be available under 
a discretionary repurchase program while providing the Fund flexibility 
to change Repurchase Offer Intervals when advisable. Applicants state 
that, when determining whether a Repurchase Offer Interval should be 
reset, the Board will consider, among other things, the factors set 
forth in condition 9 below.

Section 5(a)(2) of the Act

    1. Section 5(a)(2) of the Act defines ``closed-end company'' as 
``any management company other than an open-end company.'' Section 
5(a)(1) of the Act defines ``open-end company'' as ``a management 
company which is offering for sale or has outstanding any redeemable 
security for which it is the

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issuer.'' Section 2(a)(32) defines ``redeemable security'' as any 
security, other than short-term paper, under the terms of which the 
holder, upon presentation to the issuer, is entitled to receive 
approximately his proportionate share of the issuer's current net 
assets, or the cash equivalent thereof. Applicant seeks exemptive 
relief from section 5(a)(2) to assure that the Fund maintains its 
status as a closed-end company notwithstanding the possibility that the 
Repurchase Structure may cause the Fund to be deemed an issuer of 
redeemable securities and thus an open-end company.
    2. Applicant submits that in formulating rule 23c-3, the Commission 
recognized that many aspects of regular, periodic repurchase offers by 
closed-end funds could raise concerns that are associated with open-end 
funds' redeemable securities. These concerns include the method of 
pricing shares for repurchase, potential suspension of repurchase 
offers, and excessive leverage. Applicant states that rule 23c-3 
addresses these concerns by requiring ``forward pricing'' of fund 
shares for repurchase (the same method required for open-end funds), 
prohibiting suspensions of repurchase offers except under circumstances 
generally permitted open-end funds, and imposing specific requirements 
on the amount and type of leverage that a closed-end fund relying on 
the rule may incur. Applicant states that because it will be subject to 
these requirements, the concerns associated with redeemable securities 
are appropriately addressed. Applicant also states that, as a condition 
to the requested order, the Fund will not be advertised or marketed as 
an open-end fund or mutual fund nor will its securities be advertised 
or marketed as redeemable. Applicant believes therefore that an 
exemption from section 5(a)(2) is appropriate in the public interest 
and consistent with the protection of investors and the purposes fairly 
intended by the policy and provisions of the Act.

Sections 17(a)(1) and 17(a)(2) of the Act

    1. Section 17(a)(1) of the Act prohibits any affiliated person of a 
registered investment company, or any affiliated person of such person, 
acting as principal, from knowingly selling any security or other 
property to that company. Section 17(a)(2) of the Act generally 
prohibits any affiliated person, acting as principal, from knowingly 
purchasing any security or other property from the registered 
investment company. Section 2(a)(3)(A) of the Act defines an 
``affiliated person'' to include any person owning five percent or more 
of the outstanding voting securities of the other person. Applicant 
states that to the extent that a Repurchase Offer could be deemed to 
involve the sale or purchase of portfolio securities by an Affiliated 
Shareholder, the participation of Affiliated Shareholders in the 
Repurchase Offer would be prohibited by sections 17(a)(1) and 17(a)(2).
    2. Section 17(b) of the Act provides that, notwithstanding section 
17(a) of the Act, the Commission shall exempt a proposed transaction 
from section 17(a) if evidence establishes that: (a) The terms of the 
proposed transaction are reasonable and fair and do not involve 
overreaching; (b) the proposed transaction is consistent with the 
policy of each registered investment company involved; and (c) the 
proposed transaction is consistent with the general purposes of the 
Act.
    3. Applicant states that because all shareholders participating in 
a Repurchase Offer will receive a pro-rata distribution of the Fund's 
portfolio securities, neither the Fund nor an Affiliated Shareholder 
will have any choice as to the securities to be distributed as proceeds 
in the Repurchase Offers. Applicant further states that securities to 
be distributed under the Repurchase Structure will be valued in the 
same manner as they would be valued for the purposes of computing the 
Fund's net asset value. Applicant submits that the terms of the 
proposed transactions by Affiliated Shareholders therefore meet the 
standards set forth in sections 6(c) and 17(b) of the Act.

Applicant's Conditions in the Application

    Applicant agrees that any order granting the requested relief will 
be subject to the following conditions:
    1. The Repurchase Structure will comply with rule 23c-3 under the 
Act except for subparagraphs (a)(3), (b)(1), (b)(2) and (b)(10).
    2. Repurchases made pursuant to the Repurchase Structure will 
comply with rule 23c-3(a)(3) under the Act except to the extent 
necessary to permit the Fund to offer to repurchase between one and one 
hundred percent of its outstanding common stock. The Fund will offer to 
repurchase no less than five percent of its outstanding shares during 
each fiscal year (based on the number of outstanding shares at the 
beginning of the fiscal year).
    3. Repurchases made pursuant to the Repurchase Structure will 
comply with rule 23c-3(b)(1) under the Act except to the extent 
necessary to permit the Fund to pay shareholders who participate in the 
repurchases with a pro-rata portion of the Fund's portfolio securities.
    4. Repurchases made pursuant to the Repurchase Structure will 
comply with rule 23c-3(b)(2) under the Act, except for subparagraphs 
(i)(B) and (C) to the extent necessary to permit the Fund to have the 
Fundamental Policy that allows the Board to set or reset the Repurchase 
Offer Intervals to three, six, or 12 months, provided that written 
notice (containing the information addressed in subparagraphs (i)(B) 
and (C)) of any change in the Repurchase Offer Interval is provided to 
shareholders prior to or simultaneously with the notification required 
by rule 23c-3(b)(4) for the last Repurchase Offer under the former 
Repurchase Offer Interval.
    5. Repurchases made pursuant to the Repurchase Structure will 
comply with rule 23c-3(b)(10) under the Act except, in place of the 
requirements of subparagraph (i), the Fund will, from the time the Fund 
sends a repurchase offer notice until the repurchase pricing date, 
maintain a percentage of the Fund's assets approximately equal to the 
portion of the Repurchase Offer Amount that the Fund reasonably expects 
will be paid in cash in assets that can be sold or disposed of in the 
ordinary course of business, at approximately the price at which the 
Fund has valued the investment, within a period equal to the period 
between a repurchase request deadline and the repurchase payment 
deadline, or of assets that mature by the next repurchase payment 
deadline.
    6. The Board, including a majority of directors who are not 
``interested persons,'' as defined in section 2(a)(19) of the Act 
(``Independent Directors''), shall adopt procedures reasonably designed 
to ensure the Fund's compliance with the terms and conditions of this 
application and make and approve such changes to these procedures as it 
deems necessary.
    7. The Fund will distribute to shareholders participating in the 
Repurchase Structure an in-kind pro-rata distribution of equity 
portfolio securities of the Fund. The pro-rata distribution will not 
include (a) securities which, if distributed, would be required to be 
registered under the Securities Act; (b) securities issued by entities 
in countries which restrict or prohibit the holding of securities by 
non-nationals other than through qualified investment vehicles; and (c) 
certain portfolio assets (such as forward currency exchange contracts, 
futures and options contracts, and repurchase agreements) that, 
although they may be liquid and marketable, include the

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assumption of contractual obligations, require special trading 
facilities or can only be traded with the counterparty to the 
transaction in order to effect a change in beneficial ownership.
    8. Securities distributed as proceeds for participation in the 
Repurchase Structure will be valued in the same manner as they would be 
valued for the purposes of computing the Fund's net asset value on the 
repurchase pricing date, which, in the case of securities traded on a 
public securities market for which quotations are available, is their 
last reported sales price on the exchange on which the securities are 
primarily traded or at the last sales price on the national securities 
market, or, if the securities are not listed on an exchange or the 
national securities market or if there is no such reported price, the 
average of the most recent bid and asked price (or, if no such asked 
price is available, the last quoted bid price). The securities 
distributed to shareholders pursuant to Repurchase Offers will be 
limited to securities that are traded on a public securities market or 
for which quoted bid and asked prices are available.
    9. The Board, including a majority of Independent Directors, in 
determining whether to reset the Repurchase Offer Intervals will 
consider, among other things, whether shares are trading at a market 
discount or premium; the effect of a Repurchase Offer's timing on the 
Mexican securities market (given the size of the Repurchase Offer and 
the liquidity of the Fund's assets and the liquidity of the Mexican 
securities markets); the potential shareholder demand for Repurchase 
Offers given the current trading activity of Fund shares and its market 
and net asset values; the interests of shareholders not participating 
in the Repurchase Offers; and the history of the Fund in operating the 
Repurchase Structure.
    10. The Fund will not be advertised or marketed as an open-end fund 
or mutual fund nor will its securities be advertised or marketed as 
redeemable. The Fund will disclose the terms of the Repurchase 
Structure in its annual, semi-annual and quarterly reports.
    11. The Repurchase Structure will be conducted in a manner 
consistent with the investment and other policies of the Fund.
    12. The Board, including a majority of the Independent Directors, 
will determine no less frequently than annually: (a) whether the 
portfolio securities distributed as proceeds of Repurchase Offers have 
been valued and distributed in accordance with the terms and conditions 
of this application; and (b) whether the Fund conducted the Repurchase 
Offers during the preceding year in accordance with the terms and 
conditions of this application.
    13. The Fund will maintain and preserve for a period of not less 
than six years from the end of the fiscal year in which any in-kind 
repurchase occurs, the first two years in an easily accessible place, a 
written record of each repurchase that includes the identity of each 
shareholder of record that participated in the repurchase, whether that 
shareholder was an Affiliated Shareholder, a description of each 
security distributed, the terms of the distribution, the information or 
materials upon which the valuation was made, and a record of the 
Board's determinations made pursuant to the terms and conditions of 
this application.

Commission Statement

    In connection with the Fund's annual shareholders meeting, in 
February 2002, Laxey Partners Limited (``Laxey''), then a beneficial 
owner of over 5% of the Fund's outstanding shares, filed with the 
Commission a definitive proxy statement (``Proxy Statement''). The 
Proxy Statement solicited proxies for, among other things, the election 
of two directors to the Board and termination of the Fund's Investment 
Advisory and Management Agreement with Impulsora del Fondo Mexico, 
S.A., de C.V. (``Adviser''). On March 6, 2002, the Fund announced that 
the Board approved a policy to conduct quarterly in-kind repurchase 
offers at 98% of net asset value for 100% of the Fund's outstanding 
shares. On March 7, 2002, Laxey withdrew its Proxy Statement proposals 
from consideration at the annual shareholders meeting. Also on March 7, 
2002, the Fund entered into a standstill agreement with Laxey and 
agreed to reimburse Laxey for its fees and expenses in connection with 
the proxy solicitation (``Reimbursement Agreement''). The Fund paid 
approximately $600,000 to Laxey pursuant to the Reimbursement 
Agreement. We note that the Fund's shareholders have now received from 
the Fund's Adviser the monies paid to Laxey out of Fund assets, 
together with the appropriate interest.
    In light of these occurrences, the Commission takes this 
opportunity to remind the fund industry of the importance of the 
requirements of section 17(d) and rule 17d-1 particularly in the 
context of an agreement to reimburse the costs of a proxy contest. 
These provisions broadly prohibit certain joint transactions or 
arrangements between registered investment companies and their 
affiliates without the Commission's advance approval. Approval must be 
sought from the Commission prior to investment companies engaging in 
reimbursement agreements of this type.
    The Commission considers it essential that the industry carefully 
scrutinize any use of fund assets to reimburse proxy contestants, and 
cautions the industry to refrain from effecting inappropriate 
reimbursement arrangements.
    Since the requested exemption is for the benefit of Fund 
shareholders, we are approving the issuance of the notice of the 
application.

    By the Commission.
J. Lynn Taylor,
Assistant Secretary.
[FR Doc. 02-23783 Filed 9-18-02; 8:45 am]
BILLING CODE 8010-01-P