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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
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[X]
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by the registration statement number, or the
Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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1.
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To elect two Class III Directors to the Fund’s Board of Directors (Proposal 1); and
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2.
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To amend the Fund's fundamental investment restriction related to borrowing or issuing senior securities (Proposal 2); and
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3.
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To consider and vote upon such other matters as may properly come before the Meeting or any adjournment thereof.
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By Order of the Board of Directors,
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Luis Calzada
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Dated: November 18, 2022
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Secretary
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1.
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Individual Accounts: Sign your name exactly as it appears in the registration on the proxy card.
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2.
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Joint Accounts: Either party may sign, but the name of the party signing should conform exactly to the name shown in the registration on the proxy card.
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3.
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Other Accounts: The capacity of the individual signing the proxy card should be indicated unless it is reflected in the form of registration. For example:
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Corporate Accounts
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Valid Signature
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(1) ABC Corp.
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ABC Corp. (by John Doe, Treasurer)
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(2) ABC Corp.
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John Doe, Treasurer
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(3) ABC Corp. c/o John Doe, Treasurer
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John Doe
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(4) ABC Corp. Profit Sharing Plan
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John Doe, Trustee
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Trust Accounts
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(1) ABC Trust
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Jane B. Doe
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(2) Jane B. Doe, Trustee u/t/d/ 12/28/78
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Jane B. Doe, Trustee
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Custodial or Estate Accounts
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(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA
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John B. Smith
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(2) John B. Smith
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John B. Smith, Jr., Executor
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Name, Address
and Age
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Position(s) Held
with the Fund
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Term of Office
and Length of
Time Served
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Principal Occupation
During the Past Five
Years
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Number of
Portfolios in Fund
Complex Overseen
by Director(1)
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Other
Directorships held
by Director or
Nominee for
Director During
the Past 5 Years
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Glenn Goodstein(2)
(59)
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Independent Director
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2022; since 2001
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Investment Advisor Representative, The Investment House, LLC; held numerous executive positions with Automatic Data Processing until 1996.
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1
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None
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Gerald Hellerman(2)(3)
(85)
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Independent Director
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2022; Director
since 2001
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Managing Director of Hellerman Associates (a financial and corporate consulting firm) since 1993 (which terminated activities as of December 31, 2013).
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1
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Director, Special
Opportunities Fund, Inc.; Trustee, Fiera Capital Series Trust; Trustee, High Income Securities Fund; Director, Swiss Helvetia Fund, Inc.; Director, MVC Capital, Inc (until 2020); Trustee, Crossroads Liquidating Trust (until 2020);
Director, Emergent Capital, Inc. (until 2017); Director, Ironsides Partners Opportunity Offshore Fund Ltd. (until 2016).
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Name, Address
and Age
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Position(s) Held
with the Fund
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Term of Office
and Length of
Time Served
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Principal Occupation
During the Past Five
Years
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Number of
Portfolios in Fund
Complex Overseen
by Director(1)
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Other
Directorships held
by Director or
Nominee for
Director During
the Past 5 Years
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Phillip Goldstein(2)
(77)
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Independent Director; Chairman
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2023; since 2000
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Partner in Bulldog Investors, LLP since 2009; Principal of the former general partner of several private investment partnerships in the Bulldog Investors group of private funds.
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1
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Chairman, High Income Securities Fund; Chairman, Special Opportunities Fund, Inc.; Director, Brookfield DTLA Fund Office Trust Investor, Inc.; Director, Swiss Helvetia Fund, Inc.; Trustee, Crossroads Liquidating Trust (until 2020);
Director, MVC Capital, Inc. (until 2020); Chairman, Emergent Capital, Inc. (until 2017).
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Class II Directors serving until the year 2024 Annual Meeting of Stockholders:
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Name, Address
and Age
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Position(s) Held
with the Fund
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Term of Office
and Length of
Time Served
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Principal Occupation
During the Past Five
Years
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Number of
Portfolios in Fund
Complex Overseen
by Director(1)
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Other
Directorships held
by Director or
Nominee for
Director During
the Past 5 Years
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Richard
Abraham(2)
(66)
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Independent Director
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2024; since
2015
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Since 1998, Mr. Abraham has been self employed as a securities trader.
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1
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None
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Rajeev Das(2)
(53)
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Independent Director
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2024; since 2001
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Since 2004, Mr. Das has been a Principal of the entities previously serving as the general partner of the private investment partnerships in the Bulldog Investors group of investment funds. Head Trader of Bulldog Investors, LLP, the
investment adviser to Special Opportunities Fund, Inc., since its inception in 2009. Secretary of the Swiss Helvetia Fund. Vice President of Special Opportunities Fund, Inc.
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1
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Trustee, High Income Securities Fund.
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Name, Address and Age
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Position(s) Held with
the Fund
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Term of Office and
Length of Time Served
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Principal Occupation
During the Past Five Years
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Stephanie Darling(2)
(51)
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Chief Compliance Officer
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Since 2020
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General Counsel and Chief Compliance Officer of Bulldog Investors, LLP; Chief Compliance Officer of High Income Securities Fund, Swiss Helvetia Fund and Special Opportunities Fund, Inc.; Principal, the Law Office
of Stephanie Darling; Editor-In-Chief, The Investment Lawyer.
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Elisa Estevez(2)
(31)
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Chief Financial Officer
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Since 2021
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Corporate Risk Management, Pichardo Asset Management S.A. de C.V.
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Luis Calzada(2)
(57)
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Secretary
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Since 2022
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Client Service,
Pichardo Asset Management, S.A. de C.V.
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Maria Eugenia Pichardo(2)
(70)
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President
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Since 2004
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Portfolio Manager of the Fund since the Fund’s inception; President and General Partner, Pichardo Asset Management, S.A. de C.V. since 2003; Managing Director, Acciones y Valores de Mexico, S.A. de C.V. from 1979 - 2002.
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(1) The Fund Complex is comprised of only the Fund.
(2) The address for all Directors and officers of the Fund is The Mexico Equity and Income Fund, Inc. c/o U.S. Bancorp Fund Services, LLC, 615 East Michigan Street, 4th Floor, Milwaukee, Wisconsin 53202.
(3) Prior to April 1, 2020, Mr. Hellerman was considered an “interested person” of the Fund within the meaning of the 1940 Act because he served as the Fund’s Chief Compliance Officer.
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Richard Abraham.
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Mr. Abraham has been a Director of the Fund since 2015. Mr. Abraham graduated magna cum laude with a degree in accounting and finance from the Wharton School of Business at the University of
Pennsylvania. Mr. Abraham worked for 10 years as a computer systems analyst as an independent consultant. Mr. Abraham worked for 7 years as a currency trader and manager for the Professional Edge Fund on the floor of The Philadelphia
Stock Exchange. Mr. Abraham is currently self-employed as a securities trader.
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Rajeev
Das.
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Mr. Das has been a Director of the Fund since 2001. He has over 20 years of investment management experience and currently serves as the Head of Trading for Bulldog Investors, LLP, which serves as the
investment adviser of Special Opportunities Fund, Inc. and separately-managed accounts. In addition to the Fund, Mr. Das serves as a director of one other closed-end fund. Mr. Das is currently the vice-president of a closed-end fund, where
he previously served as a director.
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Phillip
Goldstein.
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Mr. Goldstein has been a Director of the Fund since 2000. Mr. Goldstein has over 25 years of investment management experience. He is currently a principal of Bulldog Holdings, LLC, the owner of several
entities formerly serving as general partner of certain private investment partnerships, and is a partner in Bulldog Investors, LLP, which serves as the investment adviser of Special Opportunities Fund, Inc. and separately-managed
accounts. Mr. Goldstein is also a director of three other closed-end funds and one subsidiary of a large commercial real estate company.
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Glenn
Goodstein.
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Mr. Goodstein has been a director of the Fund since 2001. Mr. Goodstein is a registered investment adviser with over 20 years of investment management experience. Prior to entering the investment management
field, he spent 10 years in various management and executive positions with Automatic Data Processing, a NYSE-traded company.
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Gerald
Hellerman.
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Mr. Hellerman has been a Director of the Fund since 2001 and was its Chief Compliance Officer from 2004 through March 2020. Mr. Hellerman has more than 40 years of financial experience, including serving as
a Financial Analyst and Branch Chief at the SEC, Special Adviser to the U.S. Senate Antitrust and Monopoly Subcommittee and as Chief Financial Analyst at the Antitrust Division of the U.S. Department of Justice for 17 years. He has served
as a director of a number of public companies, including registered investment companies, and as a financial and corporate consultant during the period from 1993 to 2014.
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Name of Person
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Position
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Director
Since
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Aggregate
Compensation
From the Fund
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Pension or
Retirement
Benefits
Accrued as
Part of Fund
Expenses
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Estimated
Annual
Benefits
Upon
Retirement
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Total
Compensation
from Fund
Complex Paid to
Directors(1)
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Phillip Goldstein
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Independent Director
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2000
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$32,500
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None
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None
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$32,500
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Glenn Goodstein
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Independent Director
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2001
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$30,250
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None
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None
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$30,250
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Rajeev Das
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Independent Director
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2001
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$33,250
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None
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None
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$33,250
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Richard Abraham
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Independent Director
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2015
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$28,750
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None
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None
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$28,750
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Gerald Hellerman
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Independent Director
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2001
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$28,750
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None
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None
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$28,750
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______________
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(1)
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The Fund Complex is comprised of only the Fund.
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Name
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Position
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Dollar Range of
Equity Securities
in the Fund
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Aggregate Dollar Range of
Equity Securities in All Funds
Overseen by Director in Family of
Investment Companies(1)
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Phillip Goldstein
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Independent Director, Chairman of the Board
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$50,001 - $100,000
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$50,001 - $100,000
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Richard Abraham
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Independent Director
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$50,001 - $100,000
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$50,001 - $100,000
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Rajeev Das
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Independent Director, Audit Committee Chairman
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$10,001 - $50,000
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$10,001 - $50,000
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Glenn Goodstein
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Independent Director
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None
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None
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Gerald Hellerman(2)
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Independent Director
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None
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None
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Maria Eugenia Pichardo
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President
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None
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None
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Luis Calzada
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Secretary
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None
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None
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Elisa Estevez
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Chief Financial Officer
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None
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None
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Stephanie Darling
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Chief Compliance Officer
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None
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None
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(1)
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The Family of Investment Companies is comprised of only the Fund.
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(2)
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Prior to April 1, 2020, Mr. Hellerman was considered an “interested person” of the Fund within the meaning of the 1940 Act because he served as the Fund’s Chief Compliance Officer.
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Current Fundamental Investment Restriction:
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Proposed Fundamental Investment Restriction:
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The Fund is not permitted to issue senior securities, borrow or pledge its assets, except that the Fund may borrow from a bank to make distributions required for the Fund to maintain its qualification as a regulated investment company
under U.S. tax law, for temporary or emergency purposes or for the clearance of transactions in amounts not exceeding 10% (taken at the lower of cost or current value) of its total assets (not including the amount borrowed) and may also
pledge its assets to secure such borrowings. Additional investments will not be made when borrowings exceed 5% of the Fund’s assets.
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The Fund is not permitted to borrow money or issue senior securities, except as permitted by the Investment Company Act of 1940 (the "1940 Act"), or any rule, order or interpretation thereunder.
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Information Concerning the Fund’s Independent Registered Public Accounting Firm
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Aggregate Total for
Fiscal Year Ended
July 31, 2022
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Aggregate Total for
Fiscal Year Ended
July 31, 2021
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Audit Fees
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$31,000
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$31,000
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Audit-Related Fees
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None
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None
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Tax Fees
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$3,300
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$3,300
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All Other Fees
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None
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None
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July 31, 2022
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July 31, 2021
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Fund
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$3,300
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$3,300
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Adviser
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None
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None
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Title of
Class
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Name and Address of
Beneficial Owner
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Amount and Nature of
Beneficial Ownership
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Percent of
Class*
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Common Stock
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CSS, LLC
175 W. Jackson Blvd
Suite 440
Chicago, IL 60604
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439,243
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9.98%
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Common Stock
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City of London
77 Gracechurch Street
London EC3V OAS
England
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318,717
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7.2%
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By order of the Board,
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Luis Calzada
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Dated: November 18, 2022
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Secretary
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