EXHIBIT A
CODE OF ETHICS FOR SENIOR OFFICERS
PREAMBLE
Section 406 of the Sarbanes-Oxley Act of 2002 directs that rules be
adopted disclosing whether a company has a code of ethics for senior financial
officers. The U.S. Securities and Exchange Commission (the "SEC") has adopted
rules requiring annual disclosure of an investment company's code of ethics
applicable to the company's principal executive as well as principal financial
officers, if such a code has been adopted. In response, the Mexico Equity and
Income Fund, Inc. (the "Fund") has adopted this Code of Ethics.
STATEMENT OF POLICY
It is the obligation of the senior officers of the Fund to provide
full, fair, timely and comprehensible disclosure--financial and otherwise--to
Fund shareholders, regulatory authorities and the general public. In fulfilling
that obligation, senior officers must act ethically, honestly and diligently.
This Code is intended to enunciate guidelines to be followed by persons who
serve the Fund in senior officerships. No Code of Ethics can address every
situation that a senior officer might face; however, as a guiding principle,
senior officers should strive to implement the spirit as well as the letter of
applicable laws, rules and regulations, and to provide the type of clear and
complete disclosure and information Fund shareholders have a right to expect.
The purpose of this Code of Ethics is to promote high standards of
ethical conduct by Covered Persons (as defined below) in their capacities as
officers of the Fund, to instruct them as to what is considered to be
inappropriate and unacceptable conduct or activities for officers and to
prohibit such conduct or activities. This Code supplements other policies that
the Fund and its adviser has adopted or may adopt in the future with which Fund
officers are also required to comply (e.g., code of ethics relating to personal
trading and conduct).
COVERED PERSONS
This Code of Ethics applies to those persons appointed by the Fund's
Board of Directors as Chief Executive Officer, President, Chief Financial
Officer and Chief Accounting Officer, or persons performing similar functions.
PROMOTION OF HONEST AND ETHICAL CONDUCT
In serving as an officer of the Fund, each Covered Person must
maintain high standards of honesty and ethical conduct and must encourage his
colleagues who provide services to the Fund, whether directly or indirectly, to
do the same.
Each Covered Person understands that as an officer of the Fund, he
has a duty to act in the best interests of the Fund and its shareholders. The
interests of the Covered Person's personal interests should not be allowed to
compromise the Covered Person from fulfilling his duties as an officer of the
Fund.
-1-
If a Covered Person believes that his personal interests are likely
to materially compromise his objectivity or his ability to perform the duties of
his role as an officer of the Fund, he should consult with the Fund's chief
legal officer or outside counsel. Under appropriate circumstances, a Covered
Person should also consider whether to present the matter to the Directors of
the Fund or a committee thereof.
No Covered Person shall suggest that any person providing, or
soliciting to be retained to provide, services to a Fund give a gift or an
economic benefit of any kind to him in connection with the person's retention or
the provision of services.
PROMOTION OF FULL, FAIR, ACCURATE, TIMELY AND UNDERSTANDABLE DISCLOSURE
No Covered Person shall create or further the creation of false or
misleading information in any SEC filing or report to Fund shareholders. No
Covered Person shall conceal or fail to disclose information within the Covered
Person's possession legally required to be disclosed or necessary to make the
disclosure made not misleading. If a Covered Person shall become aware that
information filed with the SEC or made available to the public contains any
false or misleading information or omits to disclose necessary information, he
shall promptly report it to Fund counsel, who shall advise such Covered Person
whether corrective action is necessary or appropriate.
Each Covered Person, consistent with his responsibilities, shall
exercise appropriate supervision over, and shall assist, Fund service providers
in developing financial information and other disclosure that complies with
relevant law and presents information in a clear, comprehensible and complete
manner. Each Covered Person shall use his best efforts within his area of
expertise to assure that Fund reports reveal, rather than conceal, the Fund's
financial condition.
Each Covered Person shall seek to obtain additional resources if he
believes that available resources are inadequate to enable the Fund to provide
full, fair and accurate financial information and other disclosure to regulators
and Fund shareholders.
Each Covered Person shall inquire of other Fund officers and service
providers, as appropriate, to assure that information provided is accurate and
complete and presented in an understandable format using comprehensible
language.
Each Covered Person shall diligently perform his services to the
Fund, so that information can be gathered and assessed early enough to
facilitate timely filings and issuance of reports and required certifications.
PROMOTION OF COMPLIANCE WITH APPLICABLE GOVERNMENT LAWS, RULES AND REGULATIONS
Each Covered Person shall become and remain knowledgeable concerning
the laws and regulations relating to the Fund and its operations and shall act
with competence and due care in serving as an officer of the Fund. Each Covered
Person with specific responsibility for financial statement disclosure will
become and remain knowledgeable concerning relevant auditing standards,
generally accepted accounting principles, FASB pronouncements and other
accounting and tax literature and developments.
-2-
Each Covered Person shall devote sufficient time to fulfilling his
responsibilities to the Fund.
Each Covered Person shall cooperate with the Fund's independent
auditors, regulatory agencies and internal auditors in their review or
inspection of the Fund and its operations.
No Covered Person shall knowingly violate any law or regulation
relating to the Fund or their operations or seek to illegally circumvent any
such law or regulation.
No Covered Person shall engage in any conduct involving dishonesty,
fraud, deceit or misrepresentation involving the Fund or their operations.
PROMOTING PROMPT INTERNAL REPORTING OF VIOLATIONS
Each Covered Person shall promptly report his own violations of this
Code and violations by other Covered Persons of which he is aware to the
Chairman of the Fund's Audit Committee.
Any requests for a waiver from or an amendment to this Code shall be
made to the Chairman of the Fund's Audit Committee. All waivers and amendments
shall be disclosed as required by law.
SANCTIONS
Failure to comply with this Code will subject the violator to
appropriate sanctions, which will vary based on the nature and severity of the
violation. Such sanctions may include censure, suspension or termination of
position as an officer of the Fund. Sanctions shall be imposed by the Fund's
Audit Committee, subject to review by the entire Board of Directors of the Fund.
Each Covered Person shall be required to certify annually whether
he/she has complied with this Code on the form provided as Exhibit A.
NO RIGHTS CREATED
This Code of Ethics is a statement of certain fundamental principles,
policies and procedures that govern the Fund's senior officers in the conduct of
the Fund's business. It is not intended to and does not create any rights in any
employee, investor, supplier, competitor, shareholder or any other person or
entity.
RECORDKEEPING
The Fund will maintain and preserve for a period of not less than six
(6) years from the date such action is taken, the first two (2) years in an
easily accessible place, a copy of the information or materials supplied to the
Board (1) that provided the basis for any amendment or waiver to this Code and
(2) relating to any violation of the Code and sanctions imposed for such
violation, together with a written record of the approval or action taken by the
Board.
-3-
AMENDMENTS
The Directors will make and approve such changes to this Code of
Ethics as they deem necessary or appropriate to effectuate the purposes of this
Code.
Dated: June 18, 2003
-4-
Exhibit A
CODE OF ETHICS FOR SENIOR OFFICERS
I HEREBY CERTIFY THAT:
(1) I have read and I understand the Code of Ethics for Senior Officers
adopted by the Mexico Equity & Income Fund, Inc. (the "Code of
Ethics");
(2) I recognize that I am subject to the Code of Ethics;
(3) I have complied with the requirements of the Code of Ethics during the
calendar year ending December 31, _______; and
(4) I have reported all violations of the Code of Ethics required to be
reported pursuant to the requirements of the Code during the calendar
year ending December 31, _____.
Set forth below exceptions to items (3) and (4), if any:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Name:_________________
Date: _________________
-5-