N-2/A

As filed with the Securities and Exchange Commission on September 16, 2004

1933 Act File No. 333-118013

1940 Act File No. 811-03170

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 x

Pre-Effective Amendment No. 1                                              x

Post-Effective Amendment No.                                              ¨

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY OF 1940 x

Amendment No. 42

THE MEXICO FUND, INC.

(Exact Name of Registrant as Specified in Charter)

1775 I Street, NW

Washington, DC 20006-2401

(Address of Principal Executive Offices)

(202) 261-7941

(Registrant’s Telephone Number, including Area Code)

José Luis Gómez Pimienta

President

The Mexico Fund, Inc.

1775 I Street, NW

Washington, DC 20006-2401

(Name and Address of Agent for Service)

Copies of Communications to:

Sander M. Bieber, Esq.

Dechert LLP

1775 I Street, NW

Washington, DC 20006-2401

Approximate Date of Proposed Public Offering:     As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form are offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, other than securities offered in connection with a dividend reinvestment plan, check the following box. ¨

It is proposed that this filing will become effective when declared effective pursuant to section 8(c).

CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

Title of Securities Being Registered	Number Being Registered	Proposed Maximum Offering Price Per Unit (1)	Proposed Maximum Aggregate Offering Price (1)	Amount Of Registration Fee (2)
Common Shares $1.00 par value	4,694,962 Shares	$17.43	$81,833,188	$10,368.26

(1) Estimated solely for the purpose of calculating the registration fee. Based on the average of the high and low prices reported on the New York Stock Exchange on September 13, 2004 (i.e., a specified date within 5 business days prior to the date of filing this registration statement).

(2) $126.70 was previously paid on August 6, 2004 upon the filing under the Securities Act of 1933 of this Registration Statement for 51,840 shares of Common Stock.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such dates as the Commission, acting pursuant to said Section 8(a), may determine.

THE MEXICO FUND, INC.

CROSS REFERENCE SHEET

BETWEEN ITEMS OF REGISTRATION STATEMENT (FORM N-2) AND

PROSPECTUS PURSUANT TO RULE 495(A)

Item No.	Caption	Location in Prospectus or Statement of Additional Information (“SAI”)
1.	Outside Front Cover Page	Front Cover Page
2.	Cover Pages; Other Offering Information	Front Cover Page
3.	Fee Table and Synopsis	Fund Expenses and Prospectus Summary
4.	Financial Highlights	Financial Highlights
5.	Plan of Distribution	Front Cover Page; Prospectus Summary; The Offer
6.	Selling Stockholders	Not Applicable
7.	Use of Proceeds	Use of Proceeds
8.	General Description of the Registrant	Front Cover Page; Prospectus Summary; The Fund; Investment Objective and Policies; Investment Restrictions; Risk Factors and Special Considerations
9.	Management	Prospectus Summary; Management of the Fund; Custodian and Transfer Agent; Distribution Arrangements
10.	Capital Stock, Long-Term Debt, and Other Securities	Front Cover Page; The Fund; Dividends and Capital Gains Distributions; Dividend Reinvestment Plan; Taxation
11.	Defaults and Arrears on Senior Securities	Not Applicable
12.	Legal Proceedings	Not Applicable
13.	Table of Contents of the Statement of Additional Information	Not Applicable
14.	Cover Page of SAI	Not Applicable
15.	Table of Contents of SAI	Not Applicable
16.	General Information and History	The Fund; Capital Stock
17.	Investment Objective and Policies	Investment Objective and Policies; Investment Restrictions
18.	Management	Management of the Fund; Management Agreement; Administration Agreement; Portfolio Transactions and Brokerage
19.	Control Persons and Principal Holders of Securities	Capital Stock—Beneficial Ownership
20.	Investment Advisory and Other Services	Management of the Fund; Management Agreement; Administration Agreement; Custodian and Transfer Agent; Distribution Arrangements
21.	Brokerage Allocation and Other Practices	Portfolio Transactions and Brokerage
22.	Tax Status	Taxation in Prospectus
23.	Financial Statements	Financial Statements

PART C OF REGISTRATION STATEMENT

Information required to be included in Part C is set forth under the appropriate item, so numbered in Part C to this Registration Statement.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS Subject to completion , 2004

The Mexico Fund, Inc.

4,694,962 Shares of Common Stock

Issuable Upon Exercise of Rights to Subscribe for Those Shares

The Mexico Fund, Inc. (the “Fund”) is issuing transferable rights (“Rights”) to its stockholders of record as of the close of business on September 24, 2004 entitling the holders of these rights to subscribe for an aggregate of 4,694,962 shares of common stock, par value $1.00 per share. Stockholders of record will receive one Right for each outstanding Fund share owned on the record date. The Rights entitle the holders to purchase one new share of common stock for every three rights held, and stockholders of record who fully exercise their rights will be entitled to subscribe, subject to certain limitations and subject to allotment, for additional shares represented by any unexercised Rights. The Fund’s outstanding common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “MXF.” The Rights are transferable, and the Fund will apply to list the Rights for trading on the NYSE under the symbol “MXF.RT” during the course of this offer. See “The Offer” for a complete discussion of the terms of this offer. The subscription price will be 90% of the lower of (i) the average of the last reported sale prices of a share of the Fund’s common stock on the NYSE on the date on which the offer expires and the four preceding business days; and (ii) the net asset value per share of the Fund’s common stock as of the close of business on the Expiration Date.

The net asset value per share of the Fund’s common stock at the close of business on September [    ], 2004 (the last date prior to the Fund’s shares trading ex-Rights) was [            ] and the last reported sales price of a share on the NYSE was [            ].

The offer will expire at 5:00 p.m., New York City time, on October 22, 2004, unless extended as described herein (the “Expiration Date”).

The Fund is a non-diversified, closed-end management investment company whose primary investment objective is long-term capital appreciation through investment in securities, primarily equity, listed on the Bolsa Mexicana de Valores, S.A. de C.V. (the “Mexican Stock Exchange” or “Bolsa”). See “Investment Objective and Policies” in this Prospectus and “Investment Restrictions” referred to below.

As a result of the terms of this offer, stockholders who do not fully exercise their Rights will own a smaller proportional interest in the Fund than they owned prior to the offer. In addition, because the subscription price per share will be less than the net asset value per share, the offer will result in an immediate dilution of

(continued on following page)

Investors are advised to read this prospectus and retain it for future reference.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

	Estimated Subscription Price(1)	Estimated Sales Load(2)	Estimated Proceeds, Before Expenses, to Fund(3)(4)
Per Share Total maximum(5)	$80,456,096	$3,017,104	$77,438,992

(notes on following page)

UBS Investment Bank

The date of this prospectus is             , 2004 [Record Date +2]

(continued from previous page)

net asset value per share for all stockholders. Such dilution is not currently determinable because it is not known how many shares will be subscribed for, what the net asset value or market price of the Fund’s common stock will be on the Expiration Date for the shares or what the subscription price will be. If the subscription price per share is substantially less than the current net asset value per share, such dilution could be substantial. Any such dilution will disproportionately affect nonexercising stockholders. All stockholders will experience a decrease in the net asset value per share held by them, irrespective of whether they exercise all or any portion of their Rights. See “Risk Factors and Special Considerations—Dilution—Net Asset Value and Non-Participation in the Offer” in this prospectus.

This prospectus sets forth concisely the information about the Fund that a prospective investor ought to know before investing and should be retained for future reference. Stockholders may obtain additional information about the Fund from the Fund’s reports filed with the Securities and Exchange Commission (the “SEC”). You may obtain a copy of the Fund’s reports filed with the SEC by contacting the Information Agent. In addition, the reports filed with the SEC, including material incorporated by reference into this prospectus, are available at the SEC’s website at http://www.sec.gov.

For information regarding the offer, please contact the Information Agent at (800) 965-5216.

(notes from previous page)

(1) Estimated on the basis of 90% of the market price per share on September 8, 2004. See “The Offer—Subscription Price.”

(2) In connection with the offer, the Dealer Manager will receive a fee for its financial advisory, marketing and soliciting services equal to 3.75% of the subscription price per share for each share issued pursuant to the exercise of Rights and the over-subscription privilege. The Dealer Manager will reallow a part of its fees to other broker-dealers which have assisted in soliciting the exercise of rights. The Fund has also agreed to reimburse the Dealer Manager $100,000 for its partial expenses incurred in connection with the offer. The Fund has also agreed to indemnify the Dealer Manager against certain liabilities under the Securities Act of 1933, as amended.

(3) Before deduction of offering expenses incurred by the Fund, estimated at $590,000, including an aggregate of up to $100,000 to be paid to the Dealer Manager as partial reimbursement for its expenses.

(4) Funds received by check prior to the final due date of the offer will be deposited into a segregated interest-bearing account (whose interest will be paid to the Fund) pending proration and distribution of shares.

(5) Assumes all Rights are exercised at the estimated subscription price.

As used in this prospectus, unless otherwise specified, “dollar,” “$”, “US$” or “U.S. Dollar” refer to the United States Dollar. No representation is made that the peso or dollar amounts shown in this prospectus could have been or could be converted into dollars or pesos, as the case may be, at any particular rate at all.

Unless otherwise indicated, U.S. dollar equivalent information in the Prospectus for the peso as of a specified date is based on the exchange rate for obligations in U.S. dollars published by Banco de Mexico. On September 8, 2004, the exchange rate published by Banco de Mexico (the “Published Rate”) was $11.5875. U.S. dollar information in pesos for a period, and the daily calculation of the Fund’s net asset value, expressed in dollar terms, are determined by using this exchange rate.

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Prosp ectus summary

The following summary is qualified in its entirety by reference to the more detailed information appearing elsewhere or incorporated by reference in this prospectus. It may not contain all of the information that is important to each stockholder. Accordingly, to understand the offer fully, stockholders are encouraged to read the entire document carefully. Unless otherwise indicated, the information in this prospectus assumes that the Rights issued are all exercised.

THE OFFER AT A GLANCE

The Offer

The Fund is issuing to stockholders of record on September 24, 2004 (the “Record Date”) one transferable Right for each share of Fund common stock (“Share”) held. Each stockholder on the Record Date and each other holder of the Rights is entitled to subscribe for one Share for every three Rights held (1 for 3). The Fund will not issue fractional shares of its common stock upon the exercise of Rights; accordingly, Rights may be exercised only in multiples of three. Stockholders who own less than three Shares will be entitled to three Rights to purchase one Share in this offer.

The Rights are transferable and application will be made to list them for trading on the NYSE under the symbol “MXF. RT”. See “The Offer.”

In this prospectus, we use the terms “Stockholders” to refer to any person that holds Shares, “Record Date Stockholders” to refer to those stockholders that held their Shares on the Record Date and “Rights Holders” to refer to those persons (i) that are Record Date Stockholders to whom the Rights were issued initially and (ii) any subsequent transferees of the Rights that continue to hold the Rights.

Subscription Price

The subscription price per Share will be 90% of the lower of (i) the average of the last reported sale prices of a share of the Fund’s common stock on the NYSE on the Expiration Date and the four preceding business days and (ii) the net asset value per share on the Expiration Date. See “The Offer—Subscription Price.”

Over-Subscription Privilege

Record Date Stockholders who fully exercise all Rights issued to them (other than those Rights which cannot be exercised because they represent the right to acquire less than one Share) are entitled to subscribe for additional Shares which were not subscribed for by other Record Date Stockholders. If sufficient Shares are available, all Record Date Stockholders’ over-subscription requests will be honored in full. If these requests for Shares exceed the Shares available, the available Shares will be allocated pro-rata among Record Date Stockholders who over-subscribe based on the number of Rights originally issued to them by the Fund. See “The Offer—Over-Subscription Privilege.”

Purpose of the Offer

The Board of Directors of the Fund (“Board” or “Board of Directors”) has determined that it would be in the best interest of the Fund and its Stockholders to increase the assets of the Fund available for investment, thereby enabling the Fund to more fully take advantage of available investment opportunities arising as a result of recent positive developments in the Mexican securities market and consistent with the Fund’s investment objective of long-term capital appreciation and in accordance with its efforts in the last two years to invest incremental portions of the Fund’s assets in attractive growth-oriented businesses including, but not limited to small—and medium-capitalization companies.

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The net proceeds of this offer will be used to further implement these initiatives.

The Fund’s investment adviser (“Investment Adviser”) believes that an increase in the size of the Fund should result in a modest reduction in the Fund’s expense ratio, which would be of long-term benefit to Stockholders. There can be no assurance that the offer will be successful or that by increasing the size of the Fund, the Fund’s aggregate expenses and, correspondingly, its expense ratio, will be lowered. The Fund conducts periodic repurchase offers pursuant to the Fund’s repurchase offer policy, as described in further detail in this prospectus, which may counteract the possible positive effects of a rights offering on the Fund’s expense ratio. See “The Offer—Purpose of the Offer.”

Sale of Rights

The Rights are transferable until the expiration date of the offer. The Fund will apply to list the Rights for trading on the NYSE under the symbol “MXF.RT” during the course of the offer. The Fund and the Dealer Manager will use their best efforts to ensure that an adequate trading market for the Rights will exist. No assurance can be given that a market for the Rights will develop. Trading in the Rights on the NYSE may be conducted until the close of trading on the NYSE on the last business day prior to the Expiration Date. See “The Offer—Sale of Rights.”

Use of Proceeds

The Investment Adviser anticipates that investment of the net proceeds of the offer in accordance with the Fund’s investment objective and policies, will take approximately three and not more than six months from their receipt by the Fund, depending on market conditions and the availability of appropriate investment opportunities. See “Use of Proceeds.”

How to Obtain Subscription Information

Ø Contact your broker-dealer, trust company, bank or other nominee, or

Ø Contact the Information Agent toll-free at (800) 965-5216.

How to Subscribe

Ø Deliver a completed Subscription Certificate and payment to the Subscription Agent by the Expiration Date, or

Ø If your shares are held in an account with your broker-dealer, trust company, bank or other nominee, have your broker-dealer, trust company, bank or other nominee deliver a Notice of Guaranteed Delivery to the Subscription Agent by the Expiration Date.

Subscription Agent

American Stock Transfer & Trust Company.

Restrictions on Foreign Stockholders

The Fund will not mail Subscription Certificates to Stockholders whose record addresses are outside the United States (for these purposes, the United States includes its territories and possessions and the District of Columbia). The Subscription Agent will send a letter via regular mail to notify foreign stockholders regarding the offer. The Subscription Agent will hold the Rights to which those Subscription Certificates relate for such Stockholders’ accounts until instructions are received to exercise the rights, subject to applicable law. If no instructions have been received by 5:00 p.m., New York City time, on October 19, 2004, three business days prior to the Expiration Date (or, if the subscription period is extended, on or before three business days prior to the extended Expiration Date), the

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Subscription Agent will transfer the Rights of these Stockholders to the Dealer Manager, which will either purchase the Rights or use its best efforts to sell the Rights. The net proceeds, if any, from the sale of those Rights by or to the Dealer Manager will be remitted to these Stockholders. See “The Offer—Foreign Restrictions.”

Distribution Arrangements

UBS Securities LLC will act as Dealer Manager for the offer. Under the terms and subject to the conditions contained in a Dealer Manager Agreement, the Dealer Manager will provide financial advisory services and marketing assistance in connection with the offer and will solicit the exercise of Rights and participation in the over-subscription privilege by Record Date Stockholders. The offer is not contingent upon any number of Rights being exercised. The Fund has agreed to pay the Dealer Manager a fee for financial advisory, marketing and soliciting services equal to 3.75% of the subscription price per Share for Shares issued pursuant to the exercise of Rights and the over-subscription privilege. The Dealer Manager will reallow a portion of its fees to other broker-dealers that have assisted in soliciting the exercise of Rights. In addition, the Fund has agreed to reimburse the Dealer Manager up to $100,000 for a portion of its expenses incurred in connection with the offer. See “The Offer—Distribution Agreements.”

IMPORTANT DATES TO REMEMBER

Record Date	September 24, 2004
Subscription Period	September 24, 2004 – October 22, 2004*
Expiration Date	October 22, 2004*
Deadline for Subscription Certificates and Payment for Shares†	October 22, 2004*
Deadline for Notice of Guaranteed Delivery†	October 27, 2004*
Deadline for Payment Pursuant to Notice of Guaranteed Delivery	[Notice of Guar. Payment Date]*

* Unless the offer is extended.

† A person exercising Rights must deliver either (i) a Subscription Certificate and payment for Shares or (ii) a Notice of Guaranteed Delivery by the Expiration Date, unless the offer is extended.

THE FUND AT A GLANCE

The Fund

The Fund is a non-diversified, closed-end management investment company organized as a Maryland corporation. As of the Record Date, the Fund’s net asset value (“NAV”) per share was [$            ]. See “The Fund.”

NYSE Listed

As of the Record Date, the Fund had 14,024,886 shares of common stock outstanding. The Fund’s common stock is traded on the NYSE under the symbol “MXF.” As of the Record Date, the last reported sales price of a Share of the Fund was [$            ]. The Rights are transferable and the Fund will apply to list the Rights for trading on the NYSE under the symbol “MXF.RT” during the course of the offer. See “The Fund—Description of Common Stock.”

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Investment Objective

The Fund’s investment objective is to seek long-term capital appreciation through investment in securities, primarily equity, listed on the Mexican Stock Exchange.

No assurance can be given that the Fund’s investment objective will be achieved. See “Investment Objective and Policies.”

Investment Policies

For as long as the name of the Fund remains The Mexico Fund, Inc., it shall be the non-fundamental policy of the Fund normally to invest at least 80% of its assets in equity securities of issuers listed on the Mexican Stock Exchange. This investment policy is a non-fundamental policy of the Fund and may be changed by the Board of Directors upon 60 days’ prior written notice to stockholders.

The Fund is a non-diversified fund for purposes of the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund has also adopted a policy which permits the Fund to concentrate (i.e., over 25% of the Fund’s total assets) in investments in a particular industry or group of industries based on the representation of that industry or group of industries on a relevant Mexican stock index.

The Fund may invest in Mexican fixed-income securities, bank time deposits of Mexican banks, and short-term repurchase agreements, all of which are peso-denominated and may be dollar-linked (i.e., paid in pesos but with repayment linked to a dollar exchange rate), in order to provide appropriate liquidity to take advantage of market opportunities and meet cash requirements. The Fund may also invest in dollar-denominated deposits and dollar-denominated investments such as U.S. Treasuries, U.S. Agency Securities, Agency Mortgage Backed Securities and Mexican Sovereign Debt. As market or other conditions require, the proportion of the Fund’s assets held in fixed-income securities or bank time deposits may vary. The Fund will not realize capital gains for the sole purpose of making distributions to stockholders.

See “Investment Objective and Policies.”

Fundamental Periodic Repurchase Offer Policy

The Fund has adopted the following fundamental policy regarding periodic repurchases:

(a) The Fund will make offers to repurchase its shares at least once each fiscal year based on the number of outstanding shares at the beginning of the fiscal year;

(b) The Fund will offer to repurchase no less than five percent of its outstanding shares each fiscal year;

(c) Repurchase request deadlines shall be disclosed in the notification provided to stockholders of a repurchase offer and repurchase request deadlines shall be determined by the Board consistent with the 1940 Act, applicable SEC regulations and the terms of any exemptive order issued to the Fund by the SEC; and

(d) The date on which the repurchase price for shares is to be determined shall occur no later than the fourteenth day after a repurchase request deadline, or the next business day if such day is not a business day.

The Fund’s repurchase offer policy is the subject of an exemptive order which permits the Fund to conduct periodic in-kind repurchase offers for up to 100% of the Fund’s outstanding Shares. This policy is intended to provide additional liquidity to Fund Shares and to reduce the discount at which Fund

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Shares have been trading on the NYSE. Under this policy which was approved by stockholders and is the subject of exemptive relief granted by the SEC, the Fund offers to repurchase no less than five percent of the Fund’s outstanding Shares each fiscal year, based on the number of Shares outstanding at the beginning of the fiscal year. Repurchase offers occur no more frequently than quarterly and are for between one and one hundred percent of the Fund’s outstanding Shares. The Board can set or reset the periodic interval between repurchase offers at three, six or 12 months.

The repurchase offers are not part of a plan to liquidate the Fund. Stockholder participation in the repurchase offers is not mandatory as stockholders can continue to purchase and sell Shares in cash transactions on the NYSE. See “Investment Objective and Policies—In-Kind Repurchase Offer Policy.”

Investment Adviser

Impulsora del Fondo México, S.A. de C.V. (“Impulsora” or the “Investment Adviser”) has acted as the Fund’s investment adviser since the Fund’s establishment in 1981.

The Investment Adviser also provides administrative services to the Fund pursuant to an Amended and Restated Administrative Services Agreement dated June 18, 2002. See “Management Agreement.”

Compensation of the Investment Adviser and Administrator

The Fund pays the Investment Adviser a fee at the annual rate of 1.00% of the Fund’s average daily net assets up to $200 million, 0.90% of such assets in excess of $200 million up to and including $400 million, and 0.60% of such assets in excess of $400 million, computed based upon the average daily value of the net assets of the Fund and payable within fifteen days after the end of each calendar month.

The Investment Adviser will benefit from the offer because its fees are based on the average net asset value applicable to shares of the Fund.

As its Administrator, the Fund also pays Impulsora a fee computed at the end of each calendar month on the basis of the average daily value of the net assets of the Fund (as translated into U.S. Dollars) for such month, at the annual rate of 0.07% of average daily net assets with a minimum annual fee of $350,000. The fee is payable within fifteen days after the end of each calendar month. The Administrator also receives a services fee of $75,000 per repurchase offer under the Fund’s periodic repurchase offer policy. See “Management Agreement.”

Custodian

The Fund maintains securities listed on the Mexican Stock Exchange in the book-entry system of Indeval, the Mexican central securities depository. BBVA Bancomer Servicios, SA acts as the Fund’s custodian for all Fund assets held in Mexico. Comerica Bank is the custodian for all assets held in the United States.

Transfer Agent, Dividend-Paying Agent and Registrar

American Stock Transfer & Trust Company acts as the Fund’s dividend-paying agent and as transfer agent and registrar for the Fund’s common stock and Dividend Reinvestment Plan.

RISK FACTORS AND SPECIAL CONSIDERATIONS AT A GLANCE

Certain matters that you should consider, among others, in connection with the offer are summarized below. For a more complete discussion of the risk factors and special considerations involved in investing in the Fund’s shares, see “Risk Factors and Special Considerations.”

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Dilution—Net Asset Value and Non-Participation in the Offer

The Fund will experience a dilution of the aggregate net asset value per share of its common stock upon the completion of this offer because the subscription price will be less than the Fund’s then current net asset value per share. This dilution, which may be substantial, will be experienced by all Stockholders, irrespective of whether they exercise all or any portion of their Rights. It is not possible to determine the extent of this dilution at this time because the Fund does not know what proportion of the Shares will be purchased as a result of the offer.

Record Date Stockholders who do not fully exercise their Rights should expect that they will, at the completion of the offer, own a smaller proportional interest in the Fund than would otherwise be the case if they exercised their Rights.

As of the date of this prospectus, the Subscription Price per Share for the offer is less than the Fund’s NAV per Share. Assuming that all Rights are exercised and there is no change in the NAV per Share, the aggregate net asset value of each Record Date Stockholder’s Shares should decrease as a result of the offer. The amount of any decrease in NAV is not predictable because it is not known at this time what the NAV per Share will be on the Expiration Date, what the subscription price will be or what proportion of the Shares will be purchased as a result of the offer.

Record Date Stockholders not wishing to exercise the Rights issued to them may still transfer or sell these Rights as set forth in this prospectus. The cash received from transferring Rights should serve as partial compensation for any possible dilution of a nonparticipating stockholder’s interest in the Fund. There can be no assurance, however, that a market for the Rights will develop or that the Rights will have any value. See “Risk Factors and Special Considerations—Dilution—Net Asset Value and Non-Participation in the Offer.”

Foreign Investments Generally

Foreign investments may involve certain considerations and risks not typically associated with those of domestic origin as a result of, among others, the possibility of political and economic developments and the level of governmental supervision and regulation of foreign securities markets. In addition, certain foreign markets may be substantially smaller, less developed, less liquid and more volatile than the major markets of the United States.

Mexico is considered to be an emerging market country. Investment in emerging markets presents greater risk of loss than investments in a developed country. This is due to, among other things, greater market volatility, lower trading volume, political and economic instability, greater risk of market shut down and more governmental limitations on foreign investment policy than those typically found in a developed market. The economies of emerging market countries generally are heavily dependent upon international trade, and have been and may be adversely affected by trade restrictions, currency values and economic conditions in the countries in which they trade.

Reduced market liquidity, as compared to U.S. markets, may also have an adverse effect on market price and the Fund’s ability to dispose of particular instruments when necessary and may make it more difficult for the Fund to obtain accurate market quotations of portfolio securities for valuing the Fund’s portfolio and calculating its net asset value. See “Risk Factors and Special Considerations—Foreign Investments Generally.”

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Investment in Mexican Securities

Investing in Mexican securities involves certain considerations not typically associated with investing in securities of U.S. issuers, including (1) lesser liquidity and smaller market capitalization of the Mexican securities markets; (2) currency fluctuations; (3) higher rates of inflation and domestic interest rates; and (4) less stringent disclosure requirements, less available information regarding Mexican public companies and less active regulatory oversight of Mexican public companies.

The Mexican securities market is not as large or as active as the securities markets in the United States. As of August 31, 2004, the Mexican equity market capitalization was approximately $138.6 billion compared to $13.9 trillion for U.S.-listed equity securities, the equity market capitalization of the U.S. market. Generally, the Mexican securities market is characterized by a relatively small number of actively traded issues and high price volatility. This may affect the rate at which the Fund is able to invest in listed Mexican securities, the purchase and sale prices for such securities and the timing of conversions, purchases and sales.

In addition, the Mexican Stock Exchange is considered a concentrated market. A large percentage of the value of the Mexican securities market is currently represented by certain industry sectors, such as the communications industry. Also, a certain Mexican individual holds a controlling interest in companies representing over 30% of the market capitalization of the Mexican Stock Exchange. Accordingly, factors affecting these particular industries can have a greater impact on the value of the Mexican securities market than events affecting other industries. To the extent the Fund concentrates its investments in certain industries in accordance with its concentration policy or is invested in companies which this Mexican individual controls, the Fund will be more susceptible to effects caused by changes in the economic climate, overall market volatility, or regulatory environment which impact these industries and any factors or events affecting this Mexican individual.

There is less publicly available information about the issuers of certain Mexican securities than is regularly published by issuers in the United States although some Mexican companies whose shares trade in US markets comply with US regulations. Further, financial statements and reported earnings of Mexican companies incorporate the effects of inflation and differ from those of U.S. companies in this respect as well as others. Also, there is generally less government supervision and regulation of exchanges, brokers and issuers in Mexico than there is in the United States. Mexican corporate laws regarding fiduciary responsibility and protection of stockholders are less developed than those in the United States. See “Risk Factors and Special Considerations—Risks Involved in Mexican Investment.”

The Fund is subject to the risks of political and economic instability with respect to its investments in Mexico. Although Mexico’s most recent presidential election in 2000 was clean and transparent and unprecedented in its election of the first non-dominant political party president in several decades, prior elections have produced significant political and economic instability. The Fund cannot provide any assurance that such instability will not recur. See “Risk Factors and Special Considerations—Risks Involved in Mexican Investment.”

Currency Exchange Rate Fluctuations

The Fund is subject to the risk of a decline in the value of the peso against the U.S. Dollar. Because the securities in the Fund’s portfolio are quoted in pesos, these securities must increase in value at a rate in excess of any rate of decline of the peso against the U.S. Dollar in order to avoid a decline in their equivalent U.S. Dollar value. Accordingly, a future decline in the value of the peso against the U.S. Dollar may result in a corresponding decline in the value of the securities held by the Fund that are denominated in pesos. The peso has been subject to significant devaluations in the past, although not in the recent

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past, and there can be no assurance that similar devaluations will not take place in the future. See “Risk Factors and Special Considerations—Currency Exchange Rate Fluctuations.” A decline in the value of the currency in which a portfolio security is denominated against the U.S. Dollar will generally result in a decline in the U.S. Dollar value of the Fund’s assets.

The Fund does not expect to hedge against a decline in the value of the peso.

Discount from Net Asset Value

The Fund’s Shares have historically traded in the market at a price which is below the Fund’s NAV. This characteristic of shares of closed-end investment companies is a risk separate and distinct from the risk that the Fund’s NAV will decrease. In the 12-month period ended August 31, 2004, the Fund’s Shares traded in the market at an average discount to NAV of 9.85%. See “Risk Factors and Special Considerations—Net Asset Value Discount.”

Foreign Custody; Operating Expenses

The Fund generally holds its foreign securities and cash in foreign banks and securities depositories. Regulatory oversight over the operations of foreign banks and securities depositories may be limited. Also, the laws of certain countries may put limits on the Fund’s ability to recover its assets if a foreign bank, depository or issuer of a security, or any of their agents, goes bankrupt. In addition, it is often more expensive for the Fund to buy, sell and hold securities in certain foreign markets than in the United States. See “Risk Factors and Special Considerations—Foreign Custody.”

Non-Diversified Status

The Fund is classified as a “non-diversified” management investment company under the 1940 Act, which means that the Fund is not limited by the 1940 Act as to the proportion of its assets that may be invested in the securities of a single issuer. As a non-diversified investment company, the Fund may invest a greater proportion of its assets in common stock of a smaller number of issuers and, as a result, will be subject to greater risk with respect to its portfolio securities. Although the Fund must diversify its holdings in order to be treated as a regulated investment company under the provisions of the Internal Revenue Code of 1986, as amended (“Code”), the Fund may be more susceptible to any single economic, political or regulatory occurrence than would be the case if it had elected to diversify its holdings sufficiently to be classified as a “diversified” management investment company under the 1940 Act. See “Risk Factors and Special Considerations—Non-Diversified Status.”

Investments in U.S. Dollar-Denominated Instruments

The Fund may invest in dollar-denominated investments such as U.S. Treasuries, U.S. Agency Securities, Agency Mortgage Backed Securities and Mexican Sovereign Debt. Regarding certain U.S. federal agency securities or government sponsored-entity securities (such as debt securities or mortgage-backed securities issued by Freddie Mae, Fannie Mae, Federal Home Loan Banks, and other government-sponsored entities), although the issuer may be chartered or sponsored by Acts of congress, the issuer is not funded by Congressional appropriations and its securities are neither guaranteed nor issued by the United States Treasury.

Tax Considerations

Value-added, withholding and/or other taxes may apply to the Fund and its investments, which will reduce the Fund’s return. The Fund intends to elect, when eligible, to “pass-through” to the Fund’s Stockholders, as a deduction or credit, the amount of foreign income and similar taxes paid by the Fund.

10

Anti-Takeover Provisions

The Fund has provisions in its Charter and Bylaws that could have the effect of limiting the ability of other entities or persons to acquire control of the Fund. The Bylaws provide for a staggered election of Directors, with such Directors divided into three classes, each serving for a term of three years and until their successors are duly elected and qualify. Accordingly, only those Directors in one class may be changed in any one year and it would require two years to change a majority of the Board of Directors. The Bylaws also contain certain qualifications for nominees for director positions and establish certain Board and/or stockholder supermajority approval requirements for certain corporate actions. This system of electing Directors may be regarded as having an anti-takeover effect, and may have the effect of maintaining the continuity of management and thus may make it more difficult for the Fund’s Stockholders to change the majority of Directors.

The Charter of the Fund contains certain provisions that limit the ability of Stockholders to remove Directors, provide that the number of Directors may be fixed only by the Board, provide that certain vacancies on the Board of Directors may be filled only by the vote of the remaining Directors, and limit the ability of Stockholders to call a special meeting of Stockholders. See “Certain Provisions of the Charter and Bylaws.”

Market Disruption

As a result of terrorist attacks on the World Trade Center and the Pentagon on September 11, 2001, some of the U.S. securities markets were closed for a four-day period. These terrorist attacks and related events have led to increased short-term market volatility. U.S. military and related action in Iraq and Afghanistan and events in the Middle East could have significant adverse effects on U.S. and world economics and markets. A similar disruption of the U.S. or world financial markets could impact interest rates, auctions, secondary trading, ratings, credit risk, inflation and other factors relating to the Fund’s common stock. See “Risk Factors and Special Considerations—Market Disruption.”

11

Fun d expenses

Stockholder Transaction Expenses
Sales Load (as a percentage of the Subscription Price)(1)	3.75	%
Dividend Reinvestment Plan Fees	None

	(as a percentage of net assets attributable to the Common Stock)(2)
Annual Expenses
Management Fee	0.95	%
Administrative Fee	0.09	%
Interest Payments on Borrowed Funds	0.0	%
Other Expenses	0.48	%
Total Annual Expenses(3)	1.52	%

(1) The Fund has agreed to pay the Dealer Manager a fee for its financial advisory, marketing and soliciting services equal to an aggregate of 3.75% of the aggregate Subscription Price for the Shares issued pursuant to the offer and to reimburse the Dealer Manager in part for its out-of-pocket expenses up to $100,000. In addition, the Fund has agreed to pay a fee to each of the Subscription Agent and the Information Agent estimated to be $100,000 and $7,500, respectively, plus reimbursement for their out-of-pocket expenses related to the offer. Total offering expenses are estimated to be $3,607,104, which assumes that the offer is fully subscribed. These fees will be borne by the Fund and indirectly by all of the Fund’s Stockholders, including those who do not exercise their Rights. See “Distribution Arrangements.”

(2) Fees payable under the Management Agreement and Administration Agreement are calculated on the basis of the Fund’s average daily net assets. See “Management Agreement” and “Administration Agreement.” “Other Expenses” have been estimated by annualizing actual expenses through the third fiscal quarter.

(3) The indicated 1.52% expense ratio assumes that the offer is fully subscribed, yielding estimated net proceeds of approximately $76,848,992 (assuming a Subscription Price of $17.14) and that, as a result, based on the Fund’s net assets of $ 301.5 million attributable to holders of Common Stock on September 8, 2004, the net assets attributable to Stockholders would be $378.3 million. It also assumes that net assets attributable to Stockholders will not increase or decrease due to currency fluctuations.

The above table is intended to assist the Fund’s investors in understanding the various costs and expenses associated with investing in the Fund through the exercise of Rights.

Hypothetical Example

An investor would directly or indirectly pay the following expenses on a $1,000 investment in the Fund, assuming a 5% annual return:

1 Year	3 Years		5 Years		10 Years
$60	$	91	$	125	$	219

This Hypothetical Example assumes that all dividends and other distributions are reinvested at NAV and that the percentage amounts listed under Annual Expenses above remain the same in the years shown. The above tables and the assumption in the Hypothetical Example of a 5% annual return are required by regulation of the SEC applicable to all investment companies; the assumed 5% annual return is not a prediction of, and does not represent, the projected or actual performance of the Fund’s shares. This Hypothetical Example reflects all recurring and non-recurring fees, including underwriting discounts and commissions. The one year figures includes all expenses of the offer. For more complete descriptions of certain of the Fund’s costs and expenses, see “Management of the Fund,” “Management Agreement” and “Administration Agreement.”

The hypothetical example should not be considered a representation of future expenses or rate of return and actual Fund expenses may be greater or less than those shown.

12

Fin ancial highlights

The following information, insofar as it relates to the years ended October 31, 2003 and October 31, 2002, has been audited by PricewaterhouseCoopers LLP, the independent registered public accounting firm for the Fund, whose reports thereon were unqualified. Previous to that time, the information was audited by Arthur Anderson LLP as independent auditors for the Fund, whose reports thereon were unqualified. This information should be read in conjunction with the Financial Statements and Notes thereto and incorporated by reference in this prospectus.

The Mexico Fund, Inc. Financial Highlights

	For the Six Months Ended April 30, 2004 (Unaudited)			For the Year Ended October 31,
				2003			2002			2001			2000			1999			1998			1997			1996			1995			1994
Per Share Operating Performance:
Net asset value, beginning of period	$	17.36		$	15.46		$	18.98		$	20.84		$	19.57		$	15.52		$	23.49		$	17.33		$	13.80		$	33.48		$	28.88
Net investment (loss) income		(0.02	)**		0.03	**		0.15	**		0.23	**		0.18	**		0.40			0.39	**		0.40			0.50			0.59	**		0.21	**
Net gain (loss) on investments and Translation of foreign currency		3.41	**		3.63	**		(1.30	)**		(2.31	)**		1.10	**		4.10			(7.48	)**		6.16			3.46			(19.21	)**		4.89	**
Total from investments operations		3.39	**		3.66	**		(1.15	)**		(2.08	)**		1.28	**		4.50			(7.09	)**		6.56			3.96			(18.62	)**		5.10	**
Less Dividends:
Dividends to stockholders from net investment income		—			(0.45	)		(0.13	)		(0.13	)		(0.19	)		(0.45	)		(0.23	)		(0.38	)		(0.43	)		—			(0.27	)
Tax return of capital distribution		—			—			—			—			—			—			—			—			—			(0.05	)		—
Dividends to stockholders from net realized gain on investments		(0.31	)		(1.34	)		(2.67	)		(0.05	)		—			—			(0.60	)		(0.02	)		—			(0.01	)		(0.23	)
Total dividends and distributions		(0.31	)		(1.79	)		(2.80	)		(0.18	)		(0.19	)		(0.45	)		(0.83	)		(0.40	)		(0.43	)		(0.06	)		(0.50	)
Capital Share Transactions:
Capital charge resulting from issuance of fund shares		—			(0.03	)		—			—			—			—			(0.05	)		—			—			(1.00	)		—
Effect on NAV of stock repurchased		—			0.06			0.43			0.40			0.18			—			—			—			—			—			—
Total capital share transactions		—			0.03			0.43			0.40			0.18			—			(0.05	)		—			—			(1.00	)		—
Net asset value, end of period	$	20.44		$	17.36		$	15.46		$	18.98		$	20.84		$	19.57		$	15.52		$	23.49		$	17.33		$	13.80		$	33.48
Market value per share, end of period	$	18.65		$	15.36		$	14.58		$	16.70		$	15.81		$	14.31		$	11.25		$	18.69		$	14.13		$	12.25		$	31.38

13

Financial highlights

	For the Six Months Ended April 30, 2004 (Unaudited)			For the Year Ended October 31,
				2003			2002			2001			2000			1999			1998			1997			1996			1995			1994
Number of shares of common stock outstanding (000 omitted)		14,763			15,540			19,969			45,456			49,052			50,507			50,507			49,716			49,716			49,716			37,282
Total investment return based on market value per share		23.49	%		22.49	%		2.14	%		6.64	%		11.82	%		31.92	%		(36.70	)%		35.03	%		18.77	%		(60.79	)%		15.39	%
Ratios to Average Net Assets:
Expenses		1.63	%		1.92	%		1.46	%		1.07	%		0.96	%		0.98	%		0.93	%		0.91	%		1.00	%		1.14	%		0.92	%
Expenses, net of reimbursement		1.63	%		1.92	%		1.37	%		1.07	%		0.96	%		0.98	%		0.93	%		0.91	%		1.00	%		1.14	%		0.92	%
Net investment income available to common stockholders		(0.28	)%		0.15	%		0.83	%		1.12	%		0.78	%		2.14	%		1.87	%		1.80	%		2.93	%		3.24	%		0.63	%
Supplemental Data:
Portfolio turnover rate		18.15	%		28.99	%		43.36	%		29.69	%		22.27	%		6.40	%		3.69	%		7.58	%		9.57	%		10.61	%		3.89	%
Net assets of common stockholders, end of year (000 omitted)	$	301,752		$	269,762		$	308,763		$	862,977		$	1,022,136		$	988,627		$	783,775		$	1,167,893		$	861,750		$	685,896		$	1,248,094

** Amounts were computed based on average shares outstanding during the period.

Note: Contained above is operating performance for a share of common stock outstanding, total investment return, ratios to average net assets of common stockholders and other supplemental data for each of the years indicated. This information has been determined based upon financial information provided in the financial statements and market value data for the Fund’s common shares.

14

T he offer

Purpose of the Offer

The Board of Directors has determined that it would be in the best interest of the Fund and its Stockholders to increase the assets of the Fund available for investment. In connection with the Board’s consideration of this offer, the Investment Adviser presented information regarding recent and future developments in the Mexican securities market. Proceeds from the Offer would allow the Fund to capitalize further on its recent efforts to invest incremental portions of the Fund’s assets in attractive growth-oriented businesses, including but not limited to, small- and medium-capitalization companies and to benefit from anticipated market developments.

An increase in the assets of the Fund available for investment would enable the Fund to be in a better position to take advantage of attractive investment opportunities arising in the Mexican securities market. Due to a combination of positive economic and securities market developments, the Fund’s Board and the Investment Adviser believe that now is an opportune time to raise assets for investment in companies listed on the Bolsa Mexicana de Valores, S.A. de C.V. (the “Mexican Stock Exchange” or “Bolsa”).

Convergence with U.S. Market, Further Free Trade Initiatives

Since the passage of NAFTA in 1994, the Mexican economy has developed significantly, and increasingly exhibits convergence with the U.S. market in key economic indicators. Some examples of recent and past developments:

Ø Substantial increases in manufacturing exports

Mexican manufacturing exports significantly increased after NAFTA was implemented, amounting to $141.1 billion during 2003, compared with $50.4 billion during 1994. Recently, substantial increases in manufacturing exports of 12.5% have been registered during 2004, compared with a decline of 2.7% during 2001, a slight increase of 0.5% in 2002 and a decline of 0.7% in 2003. Mexico’s trade balance deficit amounted to $2.24 billion during the first seven months of 2004, very similar to the $2.16 billion trade deficit registered during the same period of 2003. A strong correlation between the US and Mexican economies (see chart below) has resulted in a stable Mexican trade balance.

US/Mexican Industrial Production*

Source: INEGI and Federal Reserve System

* Six-month moving averages

15

The offer

Ø Historically low Mexican current account deficit

The Mexican current account deficit, equivalent to 1.4% of gross domestic product (GDP) at the end of the first half of 2004, is significantly lower than the 7.0% level registered in 1994 and 3.1% level registered in 2000. This decline in the current account deficit has been accompanied by higher surpluses in the capital account, resulting in an accumulation of international reserves at the Mexican Central Bank of $57.8 billion at the August 31, 2004.

Ø Investment grade rating for Mexican sovereign debt

Mexican sovereign debt denominated in U.S. dollars has been rated investment grade by international ratings agencies. Mexican sovereign debt spreads as compared to U.S. governmental rates have declined to historical lows.

Ø Autonomy of the Mexican Central Bank

The Mexican Central Bank was granted autonomy in 1993 so the Mexican Central Bank has the mandate to contest inflation levels and the power to implement the necessary monetary policies. The Mexican Central Bank is implementing a restrictive monetary policy to reach an annual inflation rate under 4% during the next five years.

Ø Success of a free floating policy of the peso

In late 1994, Mexico experienced a significant devaluation of the peso. Since then, the peso has floated so that the relative value of the Mexican currency against the dollar is freely determined by market forces, and no further abrupt devaluation has occurred. Before the devaluation of the peso in December 1994, in order to contain the exchange rate, the Central Bank implemented a policy of market interventions at certain levels through the use of international reserves. At the end of August 2004, the exchange rate of the peso against the dollar was Ps.11.38, compared with Ps.11.24 and Ps.10.44 at the end of 2003 and 2002, respectively.

Ø Historically low levels of inflation

In 2003 the inflation rate was 3.98% compared with an average of 15.64% over the last ten years ended December 31, 2003. Although some inflationary pressures resulted in a rise in the inflation rate to 4.8% as of August 31, 2004, economists surveyed by the Mexican Central Bank believe inflation will remain under control and end 2004 at 4.3%, averaging 3.75% during the four year period 2005-2008.

Ø Historically low levels of interest rates

The average interest rates for 28 day Treasury bills was 6.26% for the first eight months of 2004 as compared to an average of 19.93% over the last ten years ended December 31, 2003.

Ø Emergence of and demand for long-term, fixed interest rate, 10 and 20 year Mexican Treasury bonds denominated in pesos

In 1995 the longest maturity for Mexican Treasury bonds was one year. Starting in January 2000, the Mexican government issued Mexican Treasury bonds denominated in pesos with maturities of 3, 5, 7, 10 and 20 years.

In addition, NAFTA has led to the successful negotiation of at least ten other free trade agreements with thirty countries including Japan, Israel, Chile, and the European Union.

Mexico continues to be the second largest trade partner of the United States, and according to figures published by the U.S. Census Bureau, during the first five months of 2004, total trade between Mexico and the United States amounted to $106.5 billion, with a trade balance surplus for Mexico of $17.4 billion.

16

The offer

Recent Positive Market Developments

Certain favorable indicators for the Mexican economy and the Mexican securities market in 2004 include:

Ø First half GDP growth rate of 3.8% and 3.9% during the second quarter of 2004, the highest growth rate registered during the administration of President Vicente Fox

Ø Mexican sovereign debt risk reached historical low during first half of 2004

Ø First half of 2004 current account deficit of 1.4% of GDP

Ø Sales revenue and EBITDA growth of Mexican Stock Exchange-listed companies higher than GDP growth

Mexican stock market currently trading at relative low multiples

Companies comprising the Mexican Stock Exchange’s market index (“IPC”) are currently trading at an aggregate EV/EBITDA of 7.5 times as of July 2004 versus 19.2 times in January 1994. Furthermore, price to earnings ratios have dropped from 20.6 times to 15.6 times during the same period for the same set of companies. The chart below shows the broadening difference among the dollar value of the IPC index and the EV/EBITDA ratio in recent years.

Sources: Casa de Bolsa Accival and Impulsora del Fondo México

A recent construction boom resulting from scarce housing opportunities for middle- and low-income families, and, historically low interest rates have led to three initial public offerings on the Mexican Stock Exchange since October 2003 after several years with virtually no new initial listings on the Mexican Stock Exchange. In addition, there have also been eight follow-on offerings since 2003. As of August 2004, there were seven companies in pre-registration with the Bolsa.

Recent fiscal modifications permitting the securitization of real estate properties and the issuance of securities via a trust vehicle may also have a positive effect on the Mexican Stock Exchange. Other possible investment opportunities may arise by virtue of the ability of private pension funds to increasingly invest in equity securities. In April 2004, the Mexican authorities approved changes to the investment regime applicable to the private pension funds of Mexico (“Afores”). These authorities estimate that these regulations will become effective by mid-December of this year, permitting up to 15% of the Afores’ assets (total assets managed by Afores by that time estimated to be $40 billion) to be invested in capital-protected equity-indexed notes and directly in the equity market for hedging purposes. Investments by Afores into equity securities may have a positive effect on the equity market and could be the beginning of a trend by the Afores towards additional exposure to the Mexican equity market.

17

The offer

Fund Investments in Growth-Oriented Small- and Medium-Capitalization Companies

In the last two years, the Fund has increasingly invested Fund assets in attractive and growth-oriented small- and medium-capitalization companies with positive results. The Investment Adviser anticipates seeking similar investment opportunities for the Fund in its efforts to provide the Fund with the best possible relative performance against its benchmarks. The Investment Adviser would like to be able to make these investments without the sale or liquidation of other favorable positions.

Due to these positive economic and market developments, the Fund believes that now is an opportune time to raise further assets for investment in listed companies.

This offer provides existing Stockholders the opportunity to purchase additional Shares at a price below market price and net asset value (subject to the sales load described in this prospectus). The distribution to Record Date Stockholders of transferable rights, which may themselves have intrinsic value, also will afford non-participating Record Date Stockholders the potential of receiving cash payment upon the sale of the Rights, receipt of which may be viewed as partial compensation for the dilution of their interests. In addition, the Fund’s Board of Directors believes that increasing Fund assets available for investment should result in a modest lowering of the Fund’s expenses as a percentage of average net assets because fixed costs of the Fund can be spread over a larger asset base. Moreover, the Fund’s Board of Directors considered the impact of this offer on the Fund’s net asset value per share. For a discussion of the potential impact of this offer on current stockholders, such as dilution, see “Risk Factors and Special Considerations.”

In determining that this offer was in the Fund’s best interest and in the best interest of the Fund’s Stockholders, the Board of Directors retained UBS Securities, LLC, the Dealer Manager in this offer, to provide the Fund with financial advisory, marketing and soliciting services relating to this offer, including the structure, timing and terms of the offer. In addition, the Fund’s Board of Directors considered, among other things, using a fixed pricing versus variable pricing mechanism, the benefits and drawbacks of conducting a non-transferable versus a transferable rights offering, the effect on the Fund if this offer is not fully subscribed and the experience of the Dealer Manager in conducting rights offerings. The Board also considered the Fund’s repurchase offer policy and the interaction of the Fund’s obligations under its repurchase offer policy with a possible rights offering. The Board recognized that the repurchase offer policy is intended to provide Stockholders with additional liquidity in their Fund shares while also seeking to alleviate the Fund’s market discount. An objective of the repurchase offer policy, which appears to have been successful thus far was to increase Stockholder value without jeopardizing the management of the Fund consistent with its investment objective. The timing of this offer will permit the Fund to take advantage of the market developments and opportunities previously described and provides a means for Record Date Stockholders to increase their investment in the Fund at a reduced price by exercising their Rights or alternatively, obtaining some return by selling their Rights. The proposed offer and the next repurchase offer anticipated to occur in January 2005 provide Stockholders with additional liquidity in the Fund while taking into account the market in which the Fund invests and the interests of all of its Stockholders.

There is no assurance that this offer will be successful or that, by increasing the Fund’s size, its aggregate expenses and, correspondingly, its expense ratio will be lowered. In particular, the Fund’s in-kind repurchase offer policy may counteract the possible positive effects of a rights offering on the Fund’s expense ratio. Nor can the Fund provide any assurance that the investment of the proceeds of the offer will be successful or provide favorable returns.

Although the Fund has no present intention to do so, the Fund may, in the future and in its discretion, choose to make additional rights offerings from time to time and for a number of shares and on terms

18

The offer

which may or may not be similar to this offer. Any such future rights offering will be made in accordance with the 1940 Act. For a discussion of certain benefits of this offer to affiliates of the Fund, see “Certain Effects of this Offer”.

Terms of the Offer

The Fund is issuing to Record Date Stockholders transferable Rights to subscribe for an aggregate of 4,674,692 Shares. Each Record Date Stockholder is being issued one transferable Right for each whole Share owned on the Record Date.

The Rights entitle the Record Date Stockholder to acquire at the Subscription Price one Share for every three Rights held (1-for–3). Rights may be exercised at any time during the subscription period, which commences on September 24, 2004 and ends at 5:00 p.m., New York City time, on October 22, 2004, the Expiration Date, unless extended by the Fund. The Fund will apply to list the Rights for trading on the NYSE under the symbol “MXF.RT” during the course of the offer. The Shares, once issued, will be listed on the NYSE under the symbol “MXF.” The Rights will be evidenced by subscription certificates which will be mailed to Record Date Stockholders, except as discussed below under “Foreign Stockholders.”

The Fund will not issue fractional shares of common stock upon the exercise of rights. The number of Rights issued to a Record Date Stockholder will be rounded up to the nearest number of Rights evenly divisible by three. In the case of Shares held of record by Cede & Co. (“Cede”), as nominee for the Depository Trust Company (“DTC”), or any other depository or nominee, the number of Rights issued to Cede or such other depository or nominee will be adjusted to permit rounding up (to the nearest number of Rights evenly divisible by three) of the Rights to be received by beneficial owners for whom it is the holder of record only if Cede or such other depository or nominee provides to the Fund on or before the close of business on [                    ], 2004 a written representation of the number of Rights required for such rounding.

The Rights are transferable among Record Date Stockholders and non-Record Date Stockholders. Holders of Rights who are not Record Date Stockholders (“Rights Holders”) but who have acquired Rights by transfer may purchase Shares in the Primary Subscription, but are not entitled to subscribe for Shares pursuant to the over-subscription privilege described below. Record Date Stockholders and Rights Holders purchasing Shares in the Primary Subscription and Record Date Stockholders who purchase Shares pursuant to the over-subscription privilege are hereinafter referred to as “Exercising Rights Holders.”

Shares not subscribed for during the subscription period will be offered, by means of the over-subscription privilege, to Record Date Stockholders who fully exercise the Rights issued to them pursuant to this offer (other than those Rights that cannot be exercised because they represent in the aggregate the right to acquire less than one Share) and who wish to acquire more than the number of Shares they are entitled to purchase pursuant to the exercise of their Rights, subject to certain limitations and subject to allotment. Investors who are not Record Date Stockholders, but who otherwise acquire Rights to purchase Shares pursuant to this offer, are not entitled to subscribe for any Shares pursuant to the over-subscription privilege. See “Over-Subscription Privilege” below.

For purposes of determining the number of Shares a Record Date Stockholder may acquire pursuant to the offer, broker-dealers, trust companies, banks or others whose Shares are held of record by Cede or by

19

The offer

any other depository or nominee will be deemed to be the holders of the Rights that are issued to Cede or the other depository or nominee on their behalf.

There is no minimum number of Rights which must be exercised in order for the offer to close.

Over-Subscription Privilege

Shares not subscribed for by Record Date Stockholders or Rights Holders (“Excess Shares”) will be offered, by means of the Over-Subscription Privilege, to the Record Date Stockholders who have exercised all exercisable Rights issued to them and who wish to acquire more than the number of Shares for which the Rights issued to them are exercisable. Record Date Stockholders should indicate, on the Subscription Certificate which they submit with respect to the exercise of the Rights issued to them, how many Excess Shares they are willing to acquire pursuant to the Over-Subscription Privilege. If sufficient Excess Shares remain, all Record Date Stockholders over-subscription requests will be honored in full. If Record Date Stockholder requests for Shares pursuant to the Over-Subscription Privilege exceed the Excess Shares available, the available Excess Shares will be allocated pro-rata among Record Date Stockholders who oversubscribe based on the number of Rights originally issued to such Record Date Stockholders. The percentage of remaining Shares each over-subscribing Exercising Stockholder may acquire will be rounded down to result in delivery of whole Shares. The allocation process may involve a series of allocations to assure that the total number of Shares available for over-subscriptions is distributed on a pro-rata basis.

Banks, brokers, trustees and other nominee holders of Rights will be required to certify to the Subscription Agent, before any Over-Subscription Privilege may be exercised with respect to any particular beneficial owner, as to the aggregate number of Rights exercised pursuant to the Primary Subscription and the number of Shares subscribed for pursuant to the Over-Subscription Privilege by such beneficial owner and that such beneficial owner’s Primary Subscription was exercised in full. Nominee Holder Over-Subscription Forms and Beneficial Owner Certification Forms will be distributed to banks, brokers, trustees and other nominee holders with the Subscription Certificates.

The Fund will not offer or sell in connection with the offer any Shares that are not subscribed for pursuant to the Primary Subscription or the Over-Subscription Privilege.

The Fund has been advised that Impulsora and all of the Directors intend to exercise all of the Rights initially issued to them. If additional Shares remain after all over-subscriptions other than the over-subscriptions submitted by the Directors are honored in full, some of the Directors may purchase all or any of the remaining Shares. If additional Shares do not remain after all over-subscriptions by Exercising Stockholders other than those Directors are honored, then those Directors will not receive Shares pursuant to the Over-Subscription Privilege. Rule 144 under the Securities Act of 1933, as amended (“1933 Act”), generally provides that an “affiliate” of the Fund is entitled to sell, within any three-month period, a number of shares that does not exceed the greater of 1% of the then outstanding shares of Common Stock or the average weekly reported trading volume of the Common Stock during the four calendar weeks preceding the sale. Sales under Rule 144 are also subject to certain restrictions on the manner of sale, to notice requirements and to the availability of current public information about the Fund. In addition, any profit resulting from a Director’s and Impulsora’s sale of Shares within a period of less than six months from the purchases may have to be returned to the Fund.

The Subscription Price

The subscription price for the Shares to be issued pursuant to the offer will be 90% of the lower of (i) the average of the last reported sale prices of a Share on the NYSE on the Expiration Date and the preceding

20

The offer

four business days; and (ii) the net asset value per Share as of the close of business on the Expiration Date (“Subscription Price”). For example, if the average of the last reported sale prices on the NYSE on the Expiration Date and the preceding four business days of a Share is $19.12 and the net asset value per Share on such date is $21.50, the Subscription Price would be $17.21 per Share (90% of market price). Since the Expiration Date of the subscription period will be October 22, 2004 (unless the Fund extends the subscription period), Rights Holders will not know the Subscription Price at the time of exercise and will be required initially to pay for both the shares subscribed for on primary subscription and, if eligible, any additional shares subscribed for pursuant to the Over-Subscription Privilege at the estimated Subscription Price of $17.00 per Share. See “Payment for Shares” below. Rights Holders who exercise their Rights will have no right to rescind a purchase after receipt of their completed subscription certificates together with payment for shares by the subscription agent. The Fund does not have the right to withdraw the Rights or cancel this offer after the Rights have been distributed.

The Fund announced the offer after the close of trading on the NYSE on September 14, 2004. The net asset value per Share at the close of business on September 13, 2004 (the last trading date on which the Fund publicly reported its net asset value prior to the announcement) and on September 14, 2004 (the last trading date on which the Fund publicly reported its net asset value prior to the date of this prospectus) was $21.62 and $21.84, respectively, and the last reported sales price of a Share on the NYSE on those dates was $19.37 and $19.38, respectively.

Expiration of the Offer

The offer will expire at 5:00 p.m., New York City time, on October 22, 2004, unless extended by the Fund. The Rights will expire on the Expiration Date and thereafter may not be exercised.

Any extension of the offer will be followed as promptly as practicable by announcement thereof, and in no event later than 9:00 a.m., New York City time, on the next business day following the previously scheduled Expiration Date. Without limiting the manner in which the Fund may choose to make such announcement, the Fund will not, unless otherwise required by law, have any obligation to publish, advertise or otherwise communicate any such announcement other than by making a release to the Dow Jones News Service or such other means of announcement as the Fund deems appropriate.

Subscription Agent

The subscription agent is American Stock Transfer & Trust Company (“Subscription Agent”). The Subscription Agent will receive for its administrative, processing, invoicing and other services a fee estimated to be approximately $100,000 plus reimbursement for all out-of-pocket expenses related to the offer. The Subscription Agent is also the Fund’s transfer agent, dividend-paying agent and registrar for the Common Stock. Questions regarding the Subscription Certificates should be directed by mail to American Stock Transfer & Trust Company, 40 Wall Street, 46th Floor, New York, NY 10005, or by telephone to 877-248-6417 (toll free). Stockholders may also subscribe for the offer by contacting their broker-dealer, trust company, bank, or other nominee.

Completed Subscription Certificates must be sent together with proper payment of the Subscription Price for all Shares subscribed for in the Primary Subscription and the Over-Subscription Privilege (for Record Date Stockholders) to American Stock Transfer & Trust Company by one of the methods described below. Alternatively, Notices of Guaranteed Delivery may be sent by facsimile to (718) 234-5001 to be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the Expiration Date. Facsimiles should be confirmed by telephone at [                    ]. The Fund will accept only properly completed and executed Subscription Certificates actually received at any of the addresses listed below,

21

The offer

prior to 5:00 p.m., New York City time, on the Expiration Date or by the close of business on the third business day after the Expiration Date following timely receipt of a Notice of Guaranteed Delivery. See “Payment for Shares” below.

Subscription Certificate Delivery Method	Address/Number
By Notice of Guaranteed Delivery	Contact your broker-dealer, trust company, bank, or other nominee to notify the Fund of your intent to exercise the Rights.
By First Class Mail Only (No Overnight /Express Mail)	The Mexico Fund, Inc. American Stock Transfer & Trust Company 59 Maiden Lane Plaza Level New York, NY 10038
By Hand to New York Delivery Window	The Mexico Fund, Inc. American Stock Transfer & Trust Company 59 Maiden Lane Plaza Level New York, NY 10038
By Express Mail or Overnight Courier	The Mexico Fund, Inc. American Stock Transfer & Trust Company 6201 15th Avenue Brooklyn, NY 11214

Delivery to an address other than one of the addresses listed above will not constitute valid delivery.

Information Agent

Any questions or requests for assistance concerning the method of subscribing for Shares or for additional copies of this Prospectus or Subscription Certificates or Notices of Guaranteed Delivery may be directed to the Information Agent at its telephone number and address listed below:

Georgeson Shareholder Communications Inc.

17 State Street, 10th Floor

New York, NY 10004

(800) 965-5216

Stockholders may also contact their brokers or nominees for information with respect to the offer. The Information Agent will receive a fee estimated to be $7,500, plus reimbursement for its out-of-pocket expenses related to the offer.

Sale of Rights

The Rights are Transferable Until the Expiration Date. The Rights will be listed for trading on the NYSE, subject to notice of issuance. The Fund will use its best efforts to ensure that an adequate trading market for the Rights will exist, although no assurance can be given that a market for the Rights will develop. Trading in the Rights on the NYSE is expected to be conducted on a “when issued” basis beginning on or about September 21, 2004, until and including on or about September 24, 2004. Thereafter, the Rights are expected to trade on a “regular-way” basis until and including October 22,

22

The offer

2004 (or if the offer is extended, until the last business day prior to the Expiration Date). Exercising Rights Holders are encouraged to contact their broker, bank, trustee or other nominees for more information about trading of the Rights.

Sales Through Subscription Agent and Dealer Manager. Record Date Stockholders who do not wish to exercise any or all of their Rights may instruct the Subscription Agent to sell any Rights they do not intend to exercise themselves through or to the Dealer Manager. Subscription Certificates representing the Rights to be sold through or to the Dealer Manager must be received by the Subscription Agent on or before October 22, 2004 (or if the offer is extended, until two business days prior to the Expiration Date). Upon the timely receipt by the Subscription Agent of appropriate instructions to sell Rights, the Subscription Agent will ask the Dealer Manager either to purchase or to use its best efforts to complete the sale and the Subscription Agent will remit the proceeds of sale to the selling Record Date Stockholders. If the Rights can be sold, sales of such Rights will be deemed to have been effected at the weighted-average price received by the Dealer Manager on the day such Rights are sold. The sale price of any Rights sold to the Dealer Manager will be based upon the then current market price for the Rights. The Dealer Manager will also attempt to sell all Rights which remain unclaimed as a result of Subscription Certificates being returned by the postal authorities to the Subscription Agent as undeliverable as of the fourth business day prior to the Expiration Date. The Subscription Agent will hold the proceeds from those sales for the benefit of such non-claiming Record Date Stockholders until such proceeds are either claimed or revert to the state. There can be no assurance that the Dealer Manager will purchase or be able to complete the sale of any such Rights and neither the Fund nor the Dealer Manager has guaranteed any minimum sales price for the Rights. If a Record Date Stockholder does not utilize the services of the Subscription Agent and chooses to use another broker-dealer or other financial institution to sell Rights, then the other broker-dealer or financial institution may charge a fee to sell the Rights.

Other Transfers. The Rights evidenced by a Subscription Certificate may be transferred in whole by endorsing the Subscription Certificate for transfer in accordance with the accompanying instructions. A portion of the Rights evidenced by a single Subscription Certificate (but not fractional Rights) may be transferred by delivering to the Subscription Agent a Subscription Certificate properly endorsed for transfer, with instructions to register such portion of the Rights evidenced thereby in the name of the transferee and to issue a new Subscription Certificate to the transferee evidencing such transferred Rights. In such event, a new Subscription Certificate evidencing the balance of the Rights, if any, will be issued to the Record Date Stockholder or, if the Record Date Stockholder so instructs, to an additional transferee. The signature on the Subscription Certificate must correspond with the name as written upon the face of the Subscription Certificate in every particular, without alteration or enlargement, or any change. A signature guarantee must be provided by an eligible financial institution as defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended (“1934 Act”), subject to the standards and procedures adopted by the Fund.

Record Date Stockholders wishing to transfer all or a portion of their Rights should allow at least five business days prior to the Expiration Date for (i) the transfer instructions to be received and processed by the Subscription Agent; (ii) a new Subscription Certificate to be issued and transmitted to the transferee or transferees with respect to transferred Rights, and to the transferor with respect to retained Rights, if any; and (iii) the Rights evidenced by such new Subscription Certificate to be exercised or sold by the recipients thereof. Neither the Fund nor the Subscription Agent nor the Dealer Manager shall have any liability to a transferee or transferor of Rights if Subscription Certificates are not received in time for exercise or sale prior to the Expiration Date.

Except for the fees charged by the Subscription Agent and Dealer Manager (which will be paid by the Fund), all commissions, fees and other expenses (including brokerage commissions and transfer taxes)

23

The offer

incurred or charged in connection with the purchase, sale or exercise of Rights will be for the account of the transferor of the Rights, and none of those commissions, fees or expenses will be paid by the Fund, the Subscription Agent or the Dealer Manager.

The Fund anticipates that the Rights will be eligible for transfer through, and that the exercise of the Primary Subscription (but not the Over-Subscription Privilege) may be effected through, the facilities of DTC. Rights exercised through DTC are referred to as “DTC Exercised Rights.” Record Date Stockholders of DTC Exercised Rights may exercise the Over-Subscription Privilege in respect of such DTC Exercised Rights by properly executing and delivering to the Subscription Agent, at or prior to 5:00 p.m., New York City time, on the Expiration Date, a Nominee Holder Over-Subscription Subscription Certificate or a substantially similar form satisfactory to the Subscription Agent, together with payment of the Subscription Price for the number of Shares for which the Over-Subscription Privilege is to be exercised.

Methods for Exercising Rights

Rights are evidenced by Subscription Certificates that, except as described below under “Foreign Restrictions,” will be mailed to Record Date Stockholders or, if a Record Date Stockholder’s Shares are held by Cede or any other depository or nominee on their behalf, to Cede or such depository or nominee. Rights may be exercised by completing and signing the Subscription Certificate that accompanies this Prospectus and mailing it in the envelope provided, or otherwise delivering the completed and signed Subscription Certificate to the Subscription Agent, together with payment in full for the Shares at the Subscription Price by the Expiration Date. Rights may also be exercised by contacting your broker, trustee or other nominee, who can arrange, on your behalf, to guarantee delivery of payment and delivery of a properly completed and executed Subscription Certificate pursuant to a Notice of Guaranteed Delivery by the close of business on the third Business day after the Expiration Date. A fee may be charged for this service. Completed Subscription Certificates and related payments must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on or before the Expiration Date (unless payment is effected by means of a Notice of Guaranteed Delivery as described below under “Payment for Shares”) at the offices of the Subscription Agent at the address set forth above. Fractional Shares will not be issued upon the exercise of Rights.

Exercising Stockholders Who Are Record Owners. Exercising Stockholders who are owners of record may choose either option set forth under “Payment for Shares” below. If time is of the essence, alternative (2) will permit delivery of the Subscription Certificate and payment after the Expiration Date.

Stockholders Whose Shares Are Held by a Nominee. Stockholders whose Shares are held by a nominee, such as a bank, broker or trustee, must contact that nominee to exercise their Rights. In that case, the nominee will complete the Subscription Certificate on behalf of the Stockholder and arrange for proper payment by one of the methods set forth under “Payment for Shares” below.

Nominees. Nominees, such as brokers, trustees or depositories for securities, who hold Shares for the account of others should notify the respective beneficial owners of the shares as soon as possible to ascertain the beneficial owners’ intentions and to obtain instructions with respect to the Rights. If the beneficial owner so instructs, the nominee should complete the Subscription Certificate and submit it to the Subscription Agent with the proper payment as described below under “Payment for Shares” below.

All questions as to the validity, form, eligibility (including times of receipt and matters pertaining to beneficial ownership) and the acceptance of subscription forms and the Subscription Price will be

24

The offer

determined by the Fund, which determinations will be final and binding. No alternative, conditional or contingent subscriptions will be accepted. The Fund reserves the right to reject any or all subscriptions not properly submitted or the acceptance of which would, in the opinion of Fund’s counsel, be unlawful.

Foreign Restrictions

Subscription certificates will not be mailed to Stockholders whose addresses are outside the United States (for these purposes, the United States includes its territories and possessions and the District of Columbia). The Subscription Agent will hold the rights to which those Subscription Certificates relate for these Stockholders’ accounts until instructions are received to exercise the Rights, subject to applicable law. If no instructions have been received by 5:00 p.m., New York city time, on October 19, 2004, three business days prior to the Expiration Date (or, if the subscription period is extended, on or before three business days prior to the extended Expiration Date), the Subscription Agent will transfer the Rights of these Stockholders to the Dealer Manager, which will either purchase the Rights or use its best efforts to sell them. The net proceeds, if any, from sale of those Rights will be remitted to these Stockholders.

Payment for Shares

Stockholders who wish to acquire Shares pursuant to the offer may choose between the following methods of payment:

1. An Exercising Rights Holder may send the Subscription Certificate together with payment for the Shares acquired in the Primary Subscription and any additional Shares subscribed for pursuant to the Over-Subscription Privilege (for Record Date Stockholders) to the Subscription Agent based on the Subscription Price of $             per Share (90% of the lower of (i) the average of the last reported sales prices of a Share on the NYSE on the Expiration Date and the four preceding business days and (ii) the net asset value per share on the Expiration Date). To be accepted, the payment, together with the executed Subscription Certificate, must be received by the Subscription Agent at one of the Subscription Agent’s offices set forth above, prior to 5:00 p.m., New York City time, on the Expiration Date. The Subscription Agent will deposit all funds received by it for the purchase of Shares into a segregated interest-bearing account (the interest from which will accrue to the benefit of the Fund) pending proration and distribution of Shares. A payment pursuant to this method must be in U.S. Dollars by money order or check drawn on a bank or branch located in the United States, must be payable to The Mexico Fund, Inc. and must accompany a properly completed and executed Subscription Certificate for such Subscription Certificate to be accepted. Exercise by this method is subject to actual collection of checks by 5:00 p.m., New York City time, on the Expiration Date. Because uncertified personal checks may take at least five business days to clear, Exercising Rights Holders are strongly urged to pay, or arrange for payment, by means of a certified or cashier’s check or money order.

2. Alternatively, an Exercising Rights Holder may acquire Shares, and a subscription will be accepted by the Subscription Agent if, prior to 5:00 p.m., New York City time, on the Expiration Date, the Subscription Agent has received a Notice of Guaranteed Delivery by facsimile or otherwise from a financial institution that is a member of the Securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the NYSE Medallion Signature Program guaranteeing delivery of (i) payment of the Subscription Price of $             per Share for the Shares subscribed for in the Primary Subscription and any additional Shares subscribed for pursuant to the Over-Subscription Privilege (for Record Date Stockholders who are exercising all of the Rights originally issued to them), and (ii) a properly completed and executed Subscription Certificate. The Subscription Agent will not honor a Notice of Guaranteed Delivery unless a properly completed and executed Subscription Certificate and full payment for the Shares is received by the Subscription

25

The offer

Agent by the close of business on                      , 2004 (or if the offer is extended, until the third business day after the Expiration Date).

On a date within eight business days following the Expiration Date (“Confirmation Date”), the Subscription Agent will send to each Exercising Rights Holder (or, if shares of Common Stock are held by Cede or any other depository or nominee, to Cede or such other depository or nominee) a confirmation showing (i) the number of Shares purchased pursuant to the Primary Subscription; (ii) the number of Shares, if any, acquired pursuant to the Over-Subscription Privilege (for Record Date Stockholders who are exercising all of the Rights originally issued to them); (iii) the per Share and total purchase price for the Shares and (iv) any additional amount payable to the Fund by the Rights Holder or any excess to be refunded by the Fund to the Rights Holder, in each case based on the subscription price as determined on the Expiration Date. If any Rights Holder, if eligible, exercises his right to acquire Shares of the Fund’s common stock pursuant to the Over-Subscription Privilege, any excess payment which would otherwise be refunded to him will be applied by the Fund toward payment for Shares acquired pursuant to the exercise of the Over-Subscription Privilege. Any additional payment required from a Rights Holder must be received by the Subscription Agent within ten business days after the confirmation date. Any excess payment to be refunded by the Fund to a Rights Holder will be mailed by the Subscription Agent to the Rights Holder as promptly as practicable. All payments by an Exercising Rights Holder must be in U.S. dollars by money order or check drawn on a bank or branch located in the United States and payable to The Mexico Fund, Inc.

The Subscription Agent will deposit all funds received by it prior to the final payment date into a segregated interest-bearing account (which interest will accrue to the benefit of the Fund) pending proration and distribution of the Shares.

Whichever of the two methods described above is used, issuance of the Shares purchased is subject to collection of checks and actual payment. If a Rights Holder who subscribes for Shares pursuant to the Primary Subscription or Over-Subscription Privilege (for Record Date Stockholders) does not make payment of any amounts due by the Expiration Date or the date guaranteed payments are due under a notice of guaranteed delivery, the Subscription Agent reserves the right to take any or all of the following actions: (i) find other Record Date Stockholders who wish to subscribe for such subscribed and unpaid for Shares; (ii) apply any payment actually received by it toward the purchase of the greatest whole number of Shares which could be acquired by such Rights Holder upon exercise of the Primary Subscription and/or Over-Subscription Privilege, and/or (iii) exercise any and all other rights or remedies to which it may be entitled, including, without limitation, the right to set off against payments actually received by it with respect to such subscribed Shares.

The method of delivery of Subscription Certificates and payment of the Subscription Price to the Fund will be at the election and risk of the Exercising Rights Holders, but if sent by mail it is recommended that such Certificates and payments be sent by registered mail, properly insured, with return receipt requested, and that a sufficient number of days be allowed to ensure delivery to the Subscription Agent and clearance of payment prior to 5:00 p.m., New York City time, on the Expiration Date. Because uncertified personal checks may take at least five business days to clear, you are strongly urged to pay, or arrange for payment, by means of certified or cashier’s check or money order.

All questions concerning the timeliness, validity, form and eligibility of any exercise of Rights will be determined by the Fund, whose determinations will be final and binding. The Fund in its sole discretion may waive any defect or irregularity, or permit a defect or irregularity to be corrected within such time as it may determine, or reject the purported exercise of any Right. Subscriptions will not be deemed to have been received or accepted until all irregularities have been waived or cured within such time as the Fund

26

The offer

determines in its sole discretion. The Subscription Agent will not be under any duty to give notification of any defect or irregularity in connection with the submission of Subscription Certificates or incur any liability for failure to give such notification.

Exercising Rights Holders will have no right to rescind their subscription after receipt of their payment for Shares by the Subscription Agent, except as provided below under “Notice of NAV Decline.”

Notice of NAV Decline

The Fund, as required by the SEC’s registration form, will suspend the offer until it amends this prospectus if, subsequent to the date of this prospectus, the Fund’s NAV declines more than 10% from its NAV as of that date. Accordingly, the Expiration Date would be extended and the Fund would notify Record Date Stockholders of the decline and permit Exercising Rights Holders to cancel their exercise of Rights.

Delivery of Stock Certificates

Participants in the Fund’s Dividend Reinvestment Plan (“Plan”) will have any Shares that they acquire pursuant to the offer credited to their Stockholder dividend reinvestment accounts in the Plan. Stockholders whose Shares are held of record by Cede or by any other depository or nominee on their behalf or their broker-dealers’ behalf will have any Shares that they acquire credited to the account of Cede or the other depository or nominee. With respect to all other Stockholders, stock certificates for all Shares acquired will be mailed after payment for all the Shares subscribed for has cleared, which may take up to 15 days from the date of receipt of the payment.

Federal Income Tax Consequences of the Offer

For Federal income tax purposes, neither the receipt nor the exercise of the Rights by Stockholders will result in taxable income to Record Date Stockholders, and no loss will be realized if the Rights expire without exercise.

A Record Date Stockholder’s basis in a Right will be zero unless either (i) the fair market value of the Right on the date of distribution is 15% or more of the fair market value of the Shares with respect to which the Right was distributed, or (ii) the Record Date Stockholder elects, in his or her Federal income tax return for the taxable year in which the Right is received, to allocate part of the basis of the Shares to the Right. If either of clauses (i) and (ii) is applicable, then if the Right is exercised, the Record Date Stockholder will allocate his or her basis in the Shares with respect to which the Right was distributed between the Shares and the Right in proportion to the fair market values of each on the date of distribution.

The holding period of a Right received by a Record Date Stockholder includes the holding period of the shares of Common Stock with regard to which the Right is issued. If the Right is exercised, the holding period of the Shares acquired begins on the date the Right is exercised.

If a Right is sold, a gain or loss will be realized by the holder in an amount equal to the difference between the basis of the Right sold and the amount realized on its disposition.

A Record Date Stockholder’s basis for determining gain or loss upon the sale of a Share acquired upon the exercise of a Right will be equal to the sum of the Record Date Stockholder’s basis in the Right, if any, and the Subscription Price per Share. A Record Date Stockholder’s gain or loss recognized upon a sale of a Share acquired upon the exercise of a Right will be capital gain or loss (assuming the Share was

27

The offer

held as a capital asset at the time of sale) and will be long-term capital gain or loss if the Share is held for more than one year.

The foregoing is a general summary of the material U.S. Federal income tax consequences of the offer under the provisions of the Code, and Treasury regulations presently in effect that are generally applicable to Record Date Stockholders that are United States persons within the meaning of the Code, and does not cover foreign, state or local taxes. The Code and Treasury regulations are subject to change by legislative or administrative action, which may be retroactive. Exercising Rights Holders should consult their tax advisors regarding specific questions as to foreign, Federal, state or local taxes.

ERISA Considerations

Stockholders who are employee benefit plans subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (including corporate savings and 401(k) plans), Keogh or H.R. 10 plans of self-employed individuals and individual retirement accounts (collectively, “Retirement Plans”) should be aware that additional contributions of cash to a Retirement Plan (other than rollover contributions or trustee-to-trustee transfers from other Retirement Plans) in order to exercise Rights would be treated as contributions to the Retirement Plan and, when taken together with contributions previously made, may result in, among other things, excise taxes for excess or nondeductible contributions. In the case of Retirement Plans qualified under Section 401(a) of the Code and certain other Retirement Plans, additional cash contributions could cause the maximum contribution limitations of Section 415 of the Code or other qualification rules to be violated. It may also be a reportable distribution and there may be other adverse tax and ERISA consequences if Rights are sold or transferred by a Retirement Plan.

Retirement Plans and other tax exempt entities, including governmental plans, should also be aware that if they borrow in order to finance their exercise of Rights, they may become subject to the tax on unrelated business taxable income (“UBTI”) under Section 511 of the Code. If any portion of an Individual Retirement Account (“IRA”) is used as security for a loan, the portion so used is also treated as distributed to the IRA depositor.

ERISA contains fiduciary responsibility requirements, and ERISA and the Code contain prohibited transaction rules that may impact the exercise of Rights. Due to the complexity of these rules and the penalties for noncompliance, Retirement Plans should consult with their counsel and other advisers regarding the consequences of their exercise of Rights under ERISA and the Code.

Distribution Arrangements

UBS Securities, LLC, who is a broker-dealer and member of the National Association of Securities Dealers, Inc. will act as Dealer Manager for this offer. Under the terms and subject to the conditions contained in the dealer management agreement dated the same date as this prospectus, the Dealer Manager will provide financial advisory service and market services in connection with this offer and will solicit the exercise of Rights and participation in the Over-Subscription Privilege. This offer is not contingent upon any number of Rights being exercised. The Fund has agreed to pay the Dealer Manager a fee for its financial advisory, marketing and soliciting services equal to 3.75% of the aggregate subscription price for Shares issued pursuant to this offer.

The Dealer Manager will reallow to broker-dealers included in the selling group to be formed and managed by the Dealer Manager selling fees equal to 2.50% of the subscription price per Share for each Share issued pursuant to this offer as a result of their selling efforts. In addition, the Dealer Manager will reallow to other broker-dealers that have executed and delivered a soliciting dealer agreement and have solicited the exercise of Rights, solicitation fees equal to 0.50% of the subscription price per Share for

28

The offer

each Share issued pursuant to the exercise of Rights as a result of their soliciting efforts, subject to a maximum fee based on the number of Shares held by each broker-dealer through DTC on the record date. Fees will be paid to the broker-dealer designated on the applicable portion of the subscription certificates or, in the absence of such designation, to the Dealer Manager.

In addition, the Fund has agreed to reimburse the Dealer Manager an amount equal to $100,000 for a portion of its expenses incurred in connection with this offer. The Fund has agreed to indemnify the Dealer Manager or contribute to losses arising out of certain liabilities, including liabilities under the Securities Act of 1933. The Dealer Manager Agreement also provides that the Dealer Manager will not be subject to any liability to the Fund in rendering the services contemplated by the Dealer Manager Agreement except for any act of bad faith, willful misconduct, or gross negligence of the Dealer Manager or reckless disregard by the Dealer Manager of its obligations and duties under the Dealer Manager Agreement.

Prior to the expiration of this offer, the Dealer Manager may independently offer for sale Shares, including Shares acquired through purchasing and exercising the Rights, at prices it sets. The Dealer Manager may realize profits or losses independent of any fees described in this prospectus.

Certain Effects of this Offer

The Fund’s Investment Adviser will benefit from this offer because the investment advisory fee and the administrative fee are based on the Fund’s net assets. See “Management.” It is not possible to state precisely the amount of additional compensation the Investment Adviser will receive as a result of this offer because it is not known how many Shares will be subscribed for and because the proceeds of the offer will be invested in additional portfolio securities, which will fluctuate in value. However, assuming (i) all Rights are exercised; (ii) the Fund’s average monthly total net assets remains between $200 and $400 million and (iii) the subscription price is $17.14 per Share and after giving effect to Dealer Manager and soliciting fees, the Investment Adviser would receive additional annualized advisory fees of $691,641. The amount of the administrative fee received would not change. One of the Fund’s Directors who voted to authorize this offer is an interested person of the Investment Adviser. The other Directors who approved this offer are not affiliated with the Investment Adviser or administrator.

Use of pr oceeds

If 4,694,962 Shares are sold at the Subscription Price of $17.14, the net proceeds of the offer are estimated to be approximately $76,848,992, after deducting commissions and expenses payable by the Fund estimated at approximately $3,607,104. The Investment Adviser anticipates that investment of the net proceeds, in accordance with the Fund’s investment objective and policies, will take approximately three months (but in no event later than six months from the date of this prospectus) from their receipt by the Fund, depending on market conditions and the availability of appropriate securities. See “The Offer—Purpose of the Offer,” “Investment Objective and Policies” and “Investment Restrictions.”

Pending such investment, the proceeds may be invested in high-quality, short-term repurchase agreements collateralized with obligations of the Mexican federal government, which is not in accordance with the Fund’s primary investment objective; but is in accordance with the policies described in “Investment Objective and Policies” below. The Fund invests in an emerging market whose liquidity may delay the investment of the proceeds in a manner consistent with the Fund’s primary investment objective.

29

The Fund

The Fund is a non-diversified, closed-end management investment company registered under the 1940 Act. The Fund was incorporated under the laws of the State of Maryland on January 13, 1981 and was the first publicly offered United States registered investment company organized to invest primarily in Mexican equity securities listed on the Bolsa. The Fund’s investment objective is long-term capital appreciation through investment in securities, primarily equity, listed on the Mexican Stock Exchange. No assurance can be given that the Fund’s investment objective will be achieved.

Description of Common Stock

The Fund is authorized to issue 150,000,000 Shares. Each Share has equal voting, dividend, distribution and liquidation rights. The Shares outstanding and the Shares offered hereby, when issued and paid for pursuant to the terms of the offer, will be fully paid and non-assessable. Shares are not redeemable and have no preemptive, conversion, cumulative voting rights, or except with respect to appraisal rights arising in connection with the Maryland Control Share Acquisition Act discussed below, appraisal rights.

The number of Shares outstanding as of September 8, 2004 was 14,024,886. The number of Shares adjusted to give effect to the offer, assuming that all Rights are exercised and the applicable Shares issued, would be 18,719,848.

The Fund’s Shares are publicly held and listed and traded on the NYSE. The following table sets forth for the quarters indicated the highest and lowest daily intraday prices on the NYSE per Share of Common Stock, the highest and lowest closing NAV per Share and, per share of common stock, the highest and lowest registered discount from NAV. The table also sets forth the number of Shares traded on the NYSE during the respective quarter.

During Quarter Ended	NAV per share(1)		NYSE Market Price(2)		Discount(3)
	High	Low	High	Low	Low		High		NYSE Volume(4)
January 31, 2002	19.70	16.92	17.69	14.57	-9.68	%	-14.81	%	2,172,900
April 30, 2002	21.54	18.49	20.12	16.35	-5.79	%	-12.87	%	4,262,700
July 31, 2002	20.77	16.04	19.64	14.57	-4.84	%	-8.34	%	3,262,100
October 31, 2002	17.00	14.60	15.95	13.51	-3.54	%	-8.19	%	1,380,100
January 31, 2003	16.15	12.44	14.80	10.90	-7.69	%	-14.12	%	1,803,300
April 30, 2003	14.69	12.16	12.70	10.22	-11.40	%	-16.40	%	1,158,000
July 31, 2003	16.24	14.59	14.48	12.60	-10.16	%	-14.28	%	1,074,400
October 31, 2003	17.36	15.71	15.38	13.86	-9.51	%	-12.78	%	1,036,100
January 31, 2004	20.89	17.11	19.03	15.25	-8.56	%	-12.16	%	1,096,500
April 30, 2004	22.58	20.44	20.95	18.32	-6.95	%	-10.51	%	1,593,000
July 31, 2004	21.70	19.36	19.74	17.11	-7.35	%	-10.12	%	906,100

(1) Source: Impulsora del Fondo México, S.A. de C.V. based on the highest and lowest prices during the period. Prices are based on the highest and lowest price during the day in question.

(2) Source: NYSE

(3) Source: Impulsora del Fondo México, S.A. de C.V. Represents the high/low premium or discount from NAV of the Shares for the respective quarter based on the share price at the end of the business day.

(4) Source: NYSE

On September 24, 2004, the per Share NAV was $             and the Share market price was $            , representing a             % discount from such NAV.

30

Investment objective and policies

Investment Objective

The Fund’s investment objective is long-term capital appreciation through investment in securities, primarily equity, listed on the Mexican Stock Exchange. The Fund’s investment objective may not be changed without the approval of the holders of a majority of the outstanding Shares. A majority vote, as defined by the 1940 Act, means the affirmative vote of the lesser of (i) 67% of the relevant Shares represented at a meeting at which more than 50% of such Shares are represented, or (ii) more than 50% of the relevant Shares.

Investment Policies

Generally

To achieve its investment objective, the Fund may invest at least 80% of its total assets in equity securities listed on the Mexican Stock Exchange. The Fund may also invest in fixed-income securities and bank time deposits of Mexican banks, all of which are peso-denominated and may be dollar-linked (i.e., paid in pesos but with repayment linked to a dollar exchange rate), in order to provide appropriate liquidity to take advantage of market opportunities and meet cash requirements. The Fund may also invest in dollar-denominated deposits and dollar-denominated investments such as U.S. Treasuries, U.S. Agency securities, Agency Mortgage-Backed Securities and Mexican Sovereign Debt. As market or other conditions require, the proportion of the Fund’s assets held in fixed-income securities or bank time deposits may vary. The Fund will not realize capital gains for the sole purpose of making distributions to stockholders.

The Fund’s assets are diversified over a broad spectrum of the Mexican economy. Industries in which the Fund currently invests include cement, communications, construction, financial groups, food and beverages, housing, mining, pulp and paper, retail stores, service and steel.

Concentration Policy

The Fund has adopted a fundamental policy which permits it to concentrate its investments in any industry or group of industries of the Mexican Stock Exchange Index (or any successor or comparable index as determined by the Board of Directors to be an appropriate measure of the Mexican market) if, at the time of investment, such industry represents 20% or more of the Index; provided, however, that the Fund will not exceed the Index concentration by more than 5%. Currently, the only industry group that represents 20% or more of the value of the securities included in the Mexican Stock Exchange Index is the communications industry group. This industry includes local, long-distance and cellular telephone companies, as well as broadcast and media companies. Approximately 86% of this industry group is comprised of stocks of telecommunications companies. As of August 10, 2004, 28.8% of the Fund’s net assets were invested in this industry group. This is compared with the communication industry group’s weighting of approximately 43% of the Mexican Stock Exchange Index. The Investment Adviser continually evaluates the Fund’s concentration and may choose not to concentrate in this industry group in the future or to concentrate in other industry groups subject to this concentration policy.

31

Investment objective and policies

Small- and Medium-Capitalization Equity Investments

The Investment Adviser has also sought to identify and invest a larger percentage of Fund assets in securities issued by small- and medium-capitalization companies listed on the Bolsa which it believes offer potential for long-term capital appreciation. Investments in securities of these issuers may present greater opportunities for growth but also involve greater risks than are customarily associated with investments in securities issued by more established companies. The Fund has not established any minimum capitalization or length of operating history for these issuers.

Repurchase Agreements, Securities Lending and Borrowing

The Fund may enter into repurchase agreements with banks and broker-dealers pursuant to which the Fund may acquire a security for a relatively short period (usually no more than a week) subject to the obligations of the seller to repurchase and the Fund to resell such security at a fixed time and price. The Fund will enter into repurchase agreements only with parties who meet creditworthiness standards approved by the Fund’s Board of Directors, i.e., banks or broker-dealers which have been determined by the Fund’s Investment Adviser to present no serious risk of becoming involved in bankruptcy proceedings within the period contemplated by the repurchase transaction. The Investment Adviser monitors the value of such securities daily to determine that the value equals or exceeds the repurchase price. Under the 1940 Act, repurchase agreements are considered to be loans made by the Fund which are collateralized by the securities subject to repurchase. Repurchase agreements may involve risks in the event of default or insolvency of the seller, including possible delays or restrictions upon the Fund’s ability to dispose of the underlying securities. The Fund will enter into repurchase agreements only with parties who meet creditworthiness standards approved by the Fund’s Board of Directors, i.e., banks or broker-dealers which have been determined by the Investment Adviser to present no serious risk of becoming involved in bankruptcy proceedings within the time frame contemplated by the repurchase transaction.

To generate income, the Fund may also lend portfolio securities to borrowers, although it has not done so since 1999 and has no present intention to enter into any securities lending arrangement. Any such loans must be secured by collateral (consisting of any combination of cash, U.S. Government securities, irrevocable letters of credit or other high-quality debt securities) in an amount at least equal (on a daily marked-to-market basis) to the current market value of the securities loaned. The Fund may terminate the loans at any time and obtain the return of the securities. The Fund will continue to receive any interest or dividends paid on the loaned securities and will continue to have voting rights with respect to the securities. In connection with the lending of its portfolio securities, the Fund is exposed to the risk of delay in recovery of the securities loaned or possible loss of right in the collateral should the borrower become insolvent.

The Fund has the ability to borrow money to the extent permitted, or as not prohibited, by the 1940 Act. The 1940 Act requires the Fund to maintain “asset coverage” of not less than 300% of its “senior securities representing indebtedness,” as those terms are defined and used in the 1940 Act.

In selecting securities for the Fund, the Investment Adviser normally will consider the following factors, among others (i) the Investment Adviser’s own evaluations of the market value, cash flow, earnings per share and other fundamental aspects of the underlying assets and business of the company; (ii) the potential for capital appreciation of the securities; (iii) the prices of securities relative to other comparable securities; (iv) the composition of the portfolio; (v) corporate governance practices; (vi) quality of management; (vii) associations with leading international companies; and (viii) vulnerability to external events. The Investment Adviser utilizes its own internal financial, economic and credit analysis resources as well as information from other sources to seek investments in industries and companies that

32

Investment objective and policies

the Investment Adviser believes have overall growth prospects and a strong competitive position in domestic and/or export markets. The Investment Adviser maintains specific research files for each listed company in which the Fund invests and possible investments that include, among other information, analysis of the economic sector, financial information, business performance, market share, management, investment programs, competition, identified risks, sales and profits forecasts.

The investment-decision process includes daily review of the market and of relevant information regarding listed companies in which the Fund may invest or has invested. This process also involves weekly meetings among the Director General of the Investment Adviser and his appropriate staff, plus, when required, meetings and discussions with company executives. The research personnel of the Investment Adviser visit companies included in the Fund’s portfolio and target companies for review regularly and attend most stockholder meetings. Additionally, companies and brokerage houses doing “road shows” to offer new equity securities or to keep investors informed often visit the Investment Adviser. Personnel of the Investment Adviser also participate in joint meetings with listed companies organized by brokerage houses for clients and analysts, as well as in regular “conference calls” prepared by specific issuers.

In-Kind Repurchase Offer Policy

In 2002, the Fund adopted a fundamental policy pursuant to which it will make offers to repurchase its shares at least once each fiscal year based on the number of outstanding shares at the beginning of the fiscal year. As part of the fundamental policy, the Fund will offer to repurchase no less than five percent of its outstanding shares each fiscal year. Deadlines for participation in a repurchase offer will be disclosed in the notification provided to stockholders of a repurchase offer and will be determined by the Board consistent with the 1940 Act, applicable SEC regulations and the terms of the exemptive order issued by the Fund from the SEC regarding its repurchase offers. The date on which the repurchase price for shares is to be determined shall occur no later than the fourteenth day after a repurchase request deadline, or the next business day if that day is not a business day.

For each repurchase offer, the Fund offers to repurchase between one and 100 percent of the Fund’s outstanding shares. Participating stockholders generally receive a pro-rata distribution or “slice” of the Fund’s portfolio securities in return for their repurchase shares except for (a) securities which, if distributed, would be required to register under the Securities Act of 1933; (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 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. Additionally, the Fund may pay cash for fractional shares and/or odd lots of securities and/or amounts attributable to any cash positions (including short-term non-equity securities); distribute odd lots, fractional shares and any cash position to stockholders; round off (up or down) odd lots or fractional shares so as to eliminate them prior to distribution; or pay a higher pro-rata percentage of equity securities to represent those items.

In order to participate in the Fund’s periodic repurchase offers, stockholders will need to arrange for appropriate custodial arrangements with Mexican custodians which will require establishment of accounts by participating stockholders with a bank or broker in the Mexican market.

The Fund has previously announced that it anticipates conducting its next repurchase offer in January 2005 for an amount yet to be determined. The Board reviewed the terms and effects of the Fund’s repurchase offer policy in connection with their consideration of this offer.

33

Investment restrictions

The Fund has elected to be classified as a non-diversified closed-end management investment company and will invest its assets only in a manner consistent with this classification under applicable law. The Fund’s investment objective and the following investment policies and restrictions are fundamental policies of the Fund and may not be changed without the approval of (i) more than two-thirds of the Fund’s outstanding shares present at a meeting at which holders of more than 50% of the outstanding shares are present in person or by proxy; or (ii) more than 50% of the Fund’s outstanding shares:

1. The Fund may not invest more than 25% of its assets in short-term debt certificates and other obligations of the Mexican federal government.

2. The Fund may concentrate its investments in any industry or group of industries of the Mexican Stock Exchange Index (or any successor or comparable index as determined by the Board of Directors to be an appropriate measure of the Mexican market) if, at the time of investment, such industry represents 20% or more of the Index; provided, however, that the Fund will not exceed the Index concentration by more than 5%.

3. The Fund may not invest in real estate or real estate mortgages.

4. The Fund may not issue senior securities as defined in the 1940 Act, or borrow through bank loans in an amount in excess of 33 ¹/3% of the Fund’s assets (including the amount represented by such senior securities or borrowing).

5. The Fund may not purchase on margin, write put or call options and engage in short sales of securities not owned by the Fund.

6. The Fund may not purchase physical commodities or commodities contracts.

7. The Fund may not act as an underwriter of securities of other issuers (except in connection with the sale of subscription rights issued by portfolio companies).

8. The Fund may not make loans other than through the purchase of publicly traded fixed-income securities or short-term obligations of publicly held Mexican corporations. The Fund may lend its securities, provided that the loan is secured continually by collateral in an amount at least equal to the current market value of the securities loaned and the Fund will receive any interest or dividends paid on the loaned securities. Such collateral may consist of U.S. dollars, securities issued or guaranteed by the United States Government or its agencies or instrumentalities (“U.S. Government securities”) or irrevocable stand-by letters of credit issued by a bank. The Fund may invest such cash collateral in short-term liquid U.S. money market securities, including but not limited to, U.S. Government securities, commercial paper and floating rate notes of U.S. issuers.

9. With respect to periodic share repurchases by the Fund:

(a) The Fund will make offers to repurchase its shares at least once each fiscal year based on the number of outstanding shares at the beginning of the fiscal year.

(b) The Fund will offer to repurchase no less than five percent of its outstanding shares each fiscal year.

(c) Repurchase request deadlines shall be disclosed in the notification provided to stockholders of a repurchase offer. Repurchase request deadlines shall be determined by the Board consistent with the 1940 Act, applicable SEC regulations and the terms of any exemptive order issued to the Fund by the SEC.

34

Investment restrictions

(d) The date on which the repurchase price for shares is to be determined shall occur no later than the fourteenth day after a repurchase request deadline, or the next business day if such day is not a business day.

The following operating policies of the Fund may not be modified without the approval of two-thirds of the Fund’s Board of Directors.

1. The Fund may concentrate its investments in any industry or group of industries of the Mexican Stock Exchange IPC Index (or any successor or comparable index as determined by the Board of Directors to be an appropriate measure of the Mexican market) if, at the time of investment, such industry represents 20% or more of the Index; provided, however, that the Fund will not exceed the Index concentration by more than 5%.*

2. The Fund may not invest in real estate or real estate mortgages.*

3. The Fund may not issue senior securities as defined in the 1940 Act, and may not borrow through bank loans in an amount in excess of 10% of the Fund’s total assets (and then only to meet temporary cash needs).

4. The Fund may not purchase on margin, write put or call options and engage in short sales of securities not owned by the Fund.

5. The Fund may not act as an underwriter of securities of other issuers (except in connection with the purchase of securities for the Fund’s investment portfolio or the sale of subscription rights issued by portfolio companies).*

6. The Fund may not purchase commodities or commodities contracts.*

7. The Fund may not make loans other than through the purchase of publicly traded fixed-income securities or short-term obligations of publicly held Mexican corporations.

* Denotes operating policies that may not be modified without the approval of either (i) more than two-thirds of the Fund’s outstanding shares present at a meeting at which holders of more than 50% of the outstanding shares are present in person or by proxy, or (ii) more than 50% of the Fund’s outstanding shares, as well as a two-thirds vote of the Fund’s Board of Directors.

Risk factors and s pecial considerations

This prospectus contains certain forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements as a result of uncertainties set forth below and elsewhere in the prospectus. Investing in the Shares involves certain risks and considerations not typically associated with investing in the United States. The following discusses risks and special considerations with respect to the offer and with respect to an investment in the Fund.

Dilution—Net Asset Value and Non-Participation in the Offer

Record Date Stockholders who do not fully exercise their Rights should expect that they will, at the completion of the offer, own a smaller proportional interest in the Fund than would otherwise be the case if they exercised their Rights. The Fund cannot state precisely the amount of any such dilution in share ownership because the Fund does not know at this time what proportion of the Shares will be purchased as a result of the offer.

35

Risk factors and special considerations

As of the date of this prospectus, the Subscription Price per share for the offer is less than the Fund’s NAV per Share. Assuming that all Rights are exercised and there is no change in the NAV per Share, Stockholders would experience an immediate dilution of the aggregate NAV of their Shares as a result of the offer. The amount of any decrease in NAV is not predictable because it is not known at this time what the NAV per share will be at the Expiration Date or what proportion of the Shares will be purchased as a result of the offer. Such dilution could be substantial.

For example, assuming that all Rights are exercised at the Subscription Price of $17.14 and the NAV per share at the Expiration Date was $21.50, the Fund’s NAV per share (after payment of the Dealer Manager and soliciting fees and estimated offering expenses) would be reduced to $20.24 per Share (or 5.9%).

The fact that the Rights are transferable may reduce the effects of any dilution as a result of the offer. Rights Holders can transfer or sell their Rights. The cash received from the sale of Rights is partial compensation for any possible dilution. There can be no assurances, however, that a market for the Rights will develop or the Rights will have any value in that market.

Foreign Investments Generally

Foreign investments may involve certain considerations and risks not typically associated with those of domestic origin as a result of, among others:

Ø generally less liquid and less efficient securities markets;

Ø generally greater price volatility;

Ø exchange rate fluctuations and exchange controls and the costs associated therewith;

Ø currency fluctuation;

Ø imposition of restrictions on the expatriation of funds or other assets;

Ø less publicly available information about issuers;

Ø the imposition of taxes;

Ø higher transaction and custody costs;

Ø settlement delays and risk of loss;

Ø difficulties in enforcing contracts;

Ø difficulties in obtaining or enforcing a court judgment;

Ø less liquidity and smaller market capitalizations;

Ø lesser governmental regulation of the securities markets;

Ø different accounting, auditing, financial and disclosure standards;

Ø governmental interference;

Ø higher inflation;

Ø social, economic and political uncertainties;

Ø the risk of expropriation of assets; and

Ø the risk of war.

36

Risk factors and special considerations

Mexico is considered to be an emerging market country. Investment in an emerging market country subjects the Fund to greater risk of loss than investments in developed countries. This is due to, among other things, greater market volatility, lower trading volume, political and economic instability, greater risk of market shut down and more governmental limitations on foreign investment policy than those typically found in a developed market.

The economy of an individual emerging market country may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross domestic product, rate of inflation, currency depreciation, capital reinvestment, resource self-sufficiency and balance of payments position. Further, the economies of developing countries are generally heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. These economies have also been and may continue to be adversely affected by economic conditions in the countries with which they trade.

Foreign investment in certain emerging market issuers is restricted or controlled to varying degrees. These restrictions or controls may at times limit or preclude foreign investment in certain emerging market issuers and increase Fund costs and expenses. Certain emerging market countries require governmental approval prior to investments by foreign persons in a particular issuer, limit the amount of investment by foreign persons in a particular issuer, limit the investment by foreign persons only to a specific class of securities of an issuer that may have less advantageous rights than the classes available for purchase by nationals of the country and/or impose additional taxes on foreign investors. Certain emerging market countries may also restrict investment opportunities in issuers in industries deemed important to national interests. See “Risks Involved in Mexican Investment” below.

Reduced secondary market liquidity may have an adverse effect on market price and the Fund’s ability to dispose of particular instruments when necessary. Reduced secondary market liquidity for certain emerging market issuer securities may also make it more difficult for the Fund to obtain accurate market quotations for purposes of valuing the Fund’s portfolio and calculating its net asset value. Market quotations are generally available on many emerging market issuer securities only from a limited number of dealers and may not necessarily represent firm bids of those dealers or prices for actual sales.

Currency Exchange Rate Fluctuations

As a non-fundamental policy, the Fund must invest at least 80% of its assets in equity securities listed on the Mexican Stock Exchange.

Currency exchange rates can fluctuate significantly over short periods and can be subject to unpredictable changes based on a variety of factors including political developments and currency controls by foreign governments. A change in the value of the currency in which a portfolio security is denominated against the U.S. Dollar will generally result in a change in the U.S. Dollar value of the Fund’s assets. If the exchange rate for a foreign currency declines compared to the U.S. Dollar, the Fund’s NAV would decline. In addition, although most of the Fund’s income will be received or realized primarily in foreign currencies, the Fund will be required to compute and distribute its income in U.S. Dollars. Therefore, for example, if the exchange rate for a foreign currency declines after the Fund’s income has been accrued and translated into U.S. Dollars, but before the income has been received or converted into U.S. Dollars, the Fund could be required to liquidate portfolio securities to make distributions. Similarly, if the exchange rate declines between the time the Fund incurs expenses in U.S. Dollars and the time the expenses are paid, the amount of foreign currency required to be converted into U.S. Dollars in order to pay the expenses in U.S. Dollars will be greater than the foreign currency equivalent of the expenses at the time they were incurred.

37

Risk factors and special considerations

In addition, the Mexican peso has been subject to significant devaluations in the past, and there can be no assurance that similar devaluations will not take place in the future. The Mexican peso may also be negatively affected by adverse currency, financial or market developments in the United States and other Latin American countries.

Risks Involved in Mexican Investment

Investment in Mexican securities involves special considerations and risks that are not normally associated with investments in U.S. securities, including (1) lesser liquidity and smaller market capitalization of the Mexican securities markets; (2) currency fluctuations; (3) higher rates of inflation and domestic interest rates; and (4) less stringent disclosure requirements, less available information regarding Mexican public companies and less active regulatory oversight of Mexican public companies.

Market Illiquidity, Volatility. Although one of the largest in Latin America by market capitalization, the Mexican Stock Exchange is substantially smaller, less liquid and more volatile than the major securities markets in the United States. At August 31, 2004 the aggregate market value of equity securities listed on the Mexican Stock Exchange was approximately $138.6 billion, compared to approximately $13.903 trillion for U.S. NASDAQ and NYSE listed equity securities at August 31, 2004. In addition, trading on the Mexican Stock Exchange is concentrated. Approximately 80% of the total traded volume of the Mexican Stock Exchange in 2003 was produced by fourteen issuers as of December 31, 2003. At such date, the stock of Teléfonos de Mexico, S.A. de C.V. (“Telmex”) and its affiliates accounted for approximately 30.74% of the aggregate market capitalization of the Mexican Stock Exchange, while no single stock issue accounted for more than 2.6% of the aggregate market capitalization of the NASDAQ and the NYSE. Thus, the performance of the Mexican Stock Exchange, as further described below, is highly dependent on the performance of a few issuers. Additionally, prices of equity securities traded on the Mexican Stock Exchange are generally more volatile than prices of equity securities traded on the NYSE. The combination of price volatility and the relatively limited liquidity of the Bolsa may have an adverse impact on the investment performance of the Fund.

Market Corrections. Although less so in recent times, the Mexican securities market has been subject to periodic severe market corrections. In the two months following the general destabilization of the Mexican economy in December 1994, the Bolsa’s Index declined 36.3% in nominal peso terms and 58% in dollar terms from December 20, 1994 to February 27, 1995 before beginning to recover. Due to the high concentration of investors, issuers and intermediaries in the Mexican securities market and the general high volatility of the Mexican economy, the Mexican securities market may be subject to severe market corrections than more broadly based markets. As is the case with investing in any securities market, there can be no assurance that market corrections will not occur again.

The Mexican Economy. As previously discussed in “Purpose of the Offer”, the Mexican economy is currently stable as a result of initiatives implemented in the last few years, successful free trade agreements with other countries, economic and fiscal discipline and stable political and social conditions. Nevertheless, in the past the Mexican economy has experienced peso devaluations, significant rises in inflation and domestic interest rates and other economic instability and there can be no assurance that the economy will remain stable. In addition, although Mexico has exhibited in recent times positive market indicators in terms of GDP growth, long-term interest rates, current account deficits, exports, and foreign investment, there is no assurance that these trends will continue. Overt unemployment continues to exist at levels of over three percent and more than one million new jobs will be required annually according to economic estimates. The economy has recently witnessed significant increases in energy, transportation and telecommunications costs and there is significant pressure to increase wage and energy productivity.

38

Risk factors and special considerations

Political Factors. Mexico is a federal, democratic republic with a tripartite division of powers: executive, legislative and judicial. The chief executive is the President, who is elected by popular vote for a period of six years and who may not be re-elected. There are three primary political parties, the Partido Revolucionario Institucional (the “Institutional Revolutionary Party” or “PRI”), the Partido Accion Nacional (“PAN”) and the Partido de la Revolucion Democratica (“PRD”). The PRI has traditionally been the dominant political party in Mexico and until the election in 2000 of PAN candidate Vincente Fox as President, the PRI had won all presidential elections held in Mexico. Although the election of Mr. Fox occurred peacefully and fairly, without any economic or political instability, the Mexican political situation in the past and somewhat recently has been subject to significant instability, including internal disruptions, assassinations, kidnappings and insurgent attacks. Currently, certain important structural reforms affecting fiscal policy, energy and labor have been pending for some time and the executive branch has been unsuccessful in its efforts to have these initiatives approved and implemented. Also, certain recent examples of corruption and high public expenditures have had negative repercussions for the political climate in Mexico. The impact of future events and changes and any political and economic instability in Mexico and on the Fund cannot be predicted, although they may have an adverse effect on the Fund’s intended operations and performance.

Mexican Securities Laws and Accounting Rules. There is less publicly available information about the issuers of Mexican securities than is regularly published by issuers in the United States. All Mexican companies listed on the Bolsa must incorporate the effects of inflation directly in accounting records and in their published financial statements. Thus, Mexican financial statements and reported earnings may differ from those of companies in other countries.

Although the Fund and the Adviser are subject to service of process in the United States, the Fund has been advised by its Mexican counsel that there is doubt as to the enforceability in Mexican courts of liabilities predicated solely upon the U.S. securities laws, whether or not such liabilities are based upon judgments of courts in the United States. Moreover, bankruptcy and creditors’ rights laws in Mexico are less developed and it may be more difficult to obtain a judgment in a court in Mexico than in the United States.

Dollar Denominated Investments Risk

The Fund may also invest in dollar-denominated deposits and dollar-denominated investments such as U.S. Treasuries, U.S. Agency securities, Agency Mortgage-Backed Securities and Mexican Sovereign Debt. Asset-backed securities such as mortgage-backed securities represent interests in pools of consumer loans and interest and principal payments ultimately depend upon payment of the underlying loans by individuals. Securities issued by U.S. government agencies or government-sponsored enterprises may not be guaranteed by the U.S. Treasury. For example, Ginnie Mae (also known as the Government National Mortgage Association or GNMA), a wholly owned U.S. government corporation, is authorized to guarantee, with the full faith and credit of the U.S. government, the timely payment of principal and interest on securities issued by institutions approved by GNMA and backed by pools of mortgages insured by the Federal Housing Administration or guaranteed by the Department of Veterans Affairs. Government-sponsored guarantors (i.e., the guarantees and securities of which are not backed by the full faith and credit of the U.S. government) include the Federal National Mortgage Association (“FNMA”) and the Federal Home Loan Mortgage Corporation (“FHLMC”). Pass-through securities issued by FNMA are guaranteed as to timely payment of principal and interest by FNMA but are not backed by the full faith and credit of the U.S. government. FHLMC guarantees the timely payment of interest and ultimate collection of principal, but its participation certificates are not backed by the full faith and credit of the U.S. government.

39

Risk factors and special considerations

Concentration Risk

The Mexican Stock Exchange is a concentrated market. A large percentage of the value of the Mexican securities market is currently represented by certain industry sectors, in particular, the communications industry. Also, a certain individual has a controlling interest in companies representing over 30% of the market capitalization of the Mexican Stock Exchange. The value of the Mexican Stock Exchange may be subject to greater volatility than markets that are less concentrated. Any factors or events which impact this individual could have negative repercussions for the issuers in which he holds a controlling interest and the Mexican Stock Exchange as a whole. The Fund currently has 32% of its net assets invested in companies controlled by this individual.

As previously mentioned, the Fund has adopted a concentration policy which permits it to concentrate its investments in any industry or group of industries of the Mexican Stock Exchange Index (or any successor or comparable index, as determined by the Board of Directors to be an appropriate measure of the Mexican market) if, at the time of investment, such industry represents 20% or more of the Index; provided, however, that the Fund will not exceed the Index concentration by more than 5%. As of August 10, 2004, the Fund had 27.2% of the Fund’s net assets invested in the communications industry group (which has a weighting of approximately 42.4% of the Index. Because the Fund’s investments may be concentrated from time to time in certain industries, the value of the Fund may be subject to greater volatility than a fund with a portfolio that is less concentrated. If securities of a particular industry in which the Fund has concentrated fall out of favor, the Fund could underperform against other funds with greater industry diversification.

Repurchase Offer Policy Risk

Stockholders should be aware of the following special risk considerations associated with periodic in-kind repurchases:

Ø In the event of an oversubscription to the offer, all of the shares submitted by stockholders may not be accepted for repurchase by the Fund.

Ø There is a risk of decline in the net asset value as a result of the delay between the repurchase request deadline and the repurchase pricing date, due to declines, among other things, in prices of securities held by the Fund and fluctuations in the Mexican peso relative to the U.S. dollar. There is an additional risk of decline in the value of proceeds received between the repurchase pricing date and the repurchase payment deadline because participating stockholders are receiving portfolio securities of the Fund whose values are subject to change based on market activity.

Ø By receiving and holding portfolio securities of the Fund, participating stockholders are subject to the risks associated with investing in foreign equity securities, including market-, currency-, and country-related risks.

Net Asset Value Discount

Shares of closed-end investment companies frequently trade at a discount from NAV. This characteristic is a risk separate and distinct from the risk that NAV will decrease. The Fund’s Shares have frequently traded at prices below NAV since the commencement of the Fund’s operations. In the 12-month period ended August 31, 2004, the Fund’s Shares have traded in the market at an average discount to NAV of 9.85%. Among the factors which may affect whether Shares of the Fund trade at a discount to net asset value are portfolio investment results, the general performance of the Mexican economy and Mexican securities, supply and demand for Shares and the development of alternatives to the Fund as a vehicle through which United States and other foreign investors may invest in Mexican securities. The Fund

40

Risk factors and special considerations

cannot predict whether its Shares in the future will trade at, below or above NAV. The risk that shares of a closed-end fund might trade at a discount is more significant for investors who wish to sell their shares in a relatively short period of time. For those investors, realization of gain or loss on their investment is likely to be more dependent upon the existence of a premium or discount than upon portfolio performance.

Foreign Custody

The Fund generally holds its foreign securities and cash in foreign banks and securities depositories. Some foreign banks and securities depositories may be recently organized or new to the foreign custody business. There may be limited or no regulatory oversight over their operations. Also, the laws of certain countries may put limits on the Fund’s ability to recover its assets if a foreign bank, depository or issuer of a security, or any of their agents, goes bankrupt. In addition, it is often more expensive for the Fund to buy, sell and hold securities in certain foreign markets than in the United States. The increased expense of investing in foreign markets reduces the amount the Fund can earn on its investments and typically results in a higher operating expense ratio for the Fund than for investment companies invested only in the United States.

Non-Diversified Status

The Fund is classified as a “non-diversified” management investment company under the 1940 Act, which means that the Fund is not limited by the 1940 Act as to the proportion of its assets that may be invested in the securities of a single issuer. As a non-diversified investment company, the Fund may invest a greater proportion of its assets in the obligations of a smaller number of issuers and, as a result, will be subject to greater risk with respect to its portfolio securities. Although, with respect to 50% of its assets, the Fund must diversify its holdings in order to be treated as a regulated investment company under the provisions of the Code, the Fund may be more susceptible to any single economic, political or regulatory occurrence than would be the case if it had elected to diversify its holdings sufficiently to be classified as a “diversified” management investment company under the 1940 Act. See “Taxation—United States Taxes.”

41

Risk factors and special considerations

Anti-Takeover Provisions

The Fund has provisions in its Articles and By-laws that could have the effect of limiting (i) the ability of other entities or persons to acquire control of the Fund, (ii) the Fund’s freedom to engage in certain transactions, and (iii) the ability of the Fund’s Directors or stockholders to amend the Charter and Bylaws or effect changes in the Fund’s management.

The foregoing provisions may be regarded as “anti-takeover” provisions and may have the effect of depriving Stockholders of an opportunity to sell their shares at a premium over prevailing market prices. See “Capital Stock—Certain Provisions of the Charter and Bylaws.”

Market Disruption

As a result of terrorist attacks on the World Trade Center and the Pentagon on September 11, 2001, some of the U.S. securities markets were closed for a four-day period. These terrorist attacks and related events have led to increased short-term market volatility. U.S. military and related action in Iraq and Afghanistan and events in the Middle East could have significant effects on U.S. and world economies and markets. The Fund does not know how long the securities markets will continue to be affected by these events and cannot predict the effects of the military action or similar events in the future on the U.S. economy and securities markets. A similar disruption of the U.S. or world financial markets could impact interest rates, auctions, secondary trading, ratings, credit risk, inflation and other factors relating to the Fund’s common stock.

Portfolio co mposition

The following sets forth certain information with respect to the composition of the Fund’s investment portfolio as of July 31, 2004:

The Mexico Fund, Inc.

Schedule of Investments as of July 31, 2004 (Unaudited)

Shares Held	Common Stock (99.21%)	Series	Value (Note 1)		Percent of Net Assets
	Cement Industry
3,419,830	Cemex, S.A. de C.V.	CPO	$	19,329,643	6.13	%
3,694,100	Grupo Cementos de Chihuahua, S.A de C.V.	*		5,828,750	1.85
				25,158,393	7.98
	Communications
5,926,400	América Móvil, S.A. de C.V.	A		10,545,843	3.34
14,462,800	América Móvil, S.A. de C.V.	L		25,875,555	8.21
10,042,400	América Telecom, S.A. de C.V.	A1		19,780,391	6.27
7,969,400	Carso Global Telecom, S.A. de C.V.	A1		11,275,179	3.58
4,179,800	Grupo Televisa, S.A.	CPO		9,790,080	3.10
5,926,100	Teléfonos de México, S.A. de C.V.	A		9,194,678	2.92
2,842,800	Teléfonos de México, S.A. de C.V.	L		4,400,797	1.40
				90,862,523	28.82

42

Portfolio co mposition

Shares Held	Common Stock (99.21%)	Series	Value (Note 1)			Percent of Net Assets
	Construction
17,600,000	Empresas ICA, Sociedad Controladora, S.A. de C.V.	*		5,168,350		1.64
	Financial Groups
2,118,200	Grupo Financiero Banorte, S.A. de C.V.	O		7,798,491		2.47
7,955,300	Grupo Financiero Inbursa, S.A. de C.V.	O		11,806,137		3.75
				19,604,628		6.22
	Food and Beverages
1,868,200	Coca-Cola Femsa, S.A. de C.V.	L		3,825,520		1.21
1,459,600	Embotelladoras Arca, S.A. de C.V.	*		2,736,774		0.87
2,492,799	Fomento Económico Mexicano, S.A. de C.V.	UBD		10,945,424		3.47
3,857,000	Gruma, S.A. de C.V.	B		6,572,645		2.09
2,311,000	Grupo Bimbo, S.A. de C.V.	A		4,916,590		1.56
1,166,500	Grupo Continental, S.A.	*		1,839,544		0.58
2,579,800	Grupo Modelo, S.A. de C.V.	C		6,388,498		2.03
				37,224,995		11.81
	Holding Companies
3,598,700	Alfa, S.A. de C.V.	A		11,936,887		3.79
1,477,900	Corporación Interamericana de Entretenimiento, S.A. de C.V.	B		2,979,663		0.95
8,835,666	Desc, S.A. de C.V.	B		2,393,272		0.76
1,454,100	Grupo Carso, S.A. de C.V.	A1		5,953,858		1.89
4,535,100	Grupo Imsa, S.A. de C.V.	UBC		11,965,963		3.80
1,979,500	Grupo Sanborns, S.A. de C.V.	B-1		3,262,178		1.03
5,178,800	Vitro, S.A.	A		4,775,723		1.51
				43,267,544		13.73
	Housing
3,766,600	Consorcio ARA, S.A. de C.V.	*		10,235,416		3.25
10,353,000	Corporación Geo, S.A. de C.V.	B		14,157,452		4.49
1,592,400	Desarrolladora Homex, S.A. de C.V.	*		4,745,974		1.51
1,398,200	Urbi Desarrollos Urbanos, S.A de C.V.	*		4,829,029		1.53
4,800,000	Sare Holding, S.A. de C.V.	B		2,709,701		0.86
				36,677,572		11.64
	Mining Industry
3,276,551	Grupo México, S.A. de C.V.	B		10,988,950		3.48
	Pulp and Paper
1,334,180	Kimberly-Clark de México, S.A. de C.V.	A		3,591,605		1.14
	Retail Stores
996,200	Alsea, S.A. de C.V.	*		1,563,126		0.50
4,117,700	Controladora Comercial Mexicana, S.A. de C.V.	UBC		4,190,648		1.33
6,518,142	Wal-Mart de México, S.A. de C.V.	V		19,832,284		6.29
				25,586,058		8.12
	Service
3,840,700	Grupo Aeroportuario del Sureste, S.A. de C.V.	B		8,174,353		2.59
	Steel
3,209,392	Hylsamex, S.A. de C.V.	B		4,757,301		1.51
1,140,913	Hylsamex, S.A. de C.V.	L		1,669,180		0.53
				6,426,481		2.04
	Total Common Stock (Identified Cost $193,675,654)		$	312,731,452		99.21	%
Securities	Short-Term Securities (0.90%)		Value			Percent of Net Assets
Repurchase Agreements	BBVA Bancomer, S.A., 6.75%, dated 07/30/04, due 08/02/04, repurchase price $2,846,030, collateralized by Bonos del Gobierno Federal. Value of collateral $2,846,030		$	2,844,429		0.90	%
	Total Short-Term Securities (Identified cost $2,844,429)			2,844,429		0.90
	Total Investments (Identified cost $196,520,083)			315,575,881		100.11
	Liabilities in Excess of Other Assets			(337,053	)	(0.11	)
	Net Assets Equivalent to $21.35 per share on 14,763,034 shares of capital stock outstanding		$	315,238,828		100.00	%

43

Management of the Fund

Directors and Officers

Under the Fund’s Bylaws and the Maryland General Corporation Law, the business and affairs of the Fund shall be managed under the direction of, and all the powers of the Fund shall be exercised by or under authority of, its Board of Directors. Investment decisions for the Fund are made by the Investment Adviser, subject to any direction it may receive from the Fund’s Board of Directors, which periodically reviews the Fund’s investment performance.

The Fund’s Bylaws provide that the Directors to be elected by holders of the Fund’s Common Stock will be divided into three classes, as nearly equal in number as possible. Each Director serves for three years and until his or her successor is duly elected and qualifies. Each year, the term of one class expires. The officers of the Fund serve at the pleasure of the Board of Directors.

Although the Fund is a Maryland corporation, certain of its Directors and officers (Messrs. José Luis Gómez Pimienta, Claudio X. González, Juan Gallardo T., Emilio Carrillo Gamboa, Jaime Serra Puche, Alberto Osorio, Carlos H. Woodworth and Eduardo Solano) are non-residents of the United States and have all, or a substantial part, of their assets located outside the United States. None of the Directors or officers has authorized an agent for service of process in the United States. As a result, it may be difficult for U.S. investors to effect service of process upon the Directors and officers within the United States or to effectively enforce judgments of courts of the United States predicated upon civil liabilities of the Directors or officers under the Federal securities laws of the United States. The Fund has been advised by local counsel in each jurisdiction in which the Fund’s directors and officers reside that it is unlikely that the courts of those jurisdictions would adjudge civil liability against Directors and officers resident in those jurisdictions in an original action predicated solely on a violation of the Federal securities laws of the United States.

The Bylaws of the Fund provide that the Fund will indemnify Directors and officers of the Fund against liabilities and expenses, including the advancement of expenses actually and reasonably incurred in connection with claims or litigation in which they may be involved because of their offices with the Fund. Neither the Charter nor the Bylaws of the Fund protects or indemnifies a Director or officer against any liability to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office.

The names of the Directors and officers of the Fund, their addresses, ages and principal occupations during the past five years are provided in the tables below. Directors that are deemed “interested persons” (as that term is defined in Section 2(a)(19) of the 1940 Act) of the Fund, the Investment Adviser and the Dealer Managers are included in the table titled “Interested Directors.” Directors who are not interested persons as described above are referred to as Independent Directors.

44

Management of the Fund

Interested Directors

Name, Address and Age	Position(s) Held With the Fund	Term of Office and Length of Time Served	Principal Occupation(s) During Past Five Years	Number of Funds in Fund Complex* Overseen by Director	Other Directorships Held by Director
José Luis Gómez Pimienta*,† Aristóteles 77, 3rd Floor Col. Polanco 11560 Mexico, D.F. México      Age: 64	President of the Fund; Class II Director	Term expires 2007, Director since 1989	Mr. Gómez Pimienta has over two decades of experience investing in the Mexican securities market. He has been the President of the Fund since its inception and has also served as a Director since 1989. Mr. Gómez Pimienta has been Chairman of the Board of the Fund’s investment adviser, Impulsora del Fondo México, since 1987 and CEO since 1981.	None	Director (since 1997) and member of the Executive Committee (since 1998) and the Audit Committee (since 2003) of the Bolsa Mexicana de Valores (Mexican Stock Exchange)

* Director is an “interested director” (as defined in the 1940 Act). Mr. Gómez Pimienta is deemed to be an interested director by reason of his affiliation with the Fund’s investment adviser, Impulsora del Fondo México, S.A. de C.V.

† Alternate member of Valuation Committee.

Independent Directors

Name, Address and Age	Position(s) Held With the Fund	Term of Office and Length of Time Served	Principal Occupation(s) During Past Five Years	Number of Funds in Fund Complex* Overseen by Director	Other Directorships Held by Director
Philip Caldwell†† c/o Aristóteles 77, 3rd Floor Col. Polanco 11560 México, D.F. México      Age: 84	Class I Director	Term expires 2006; Director since 1991	Mr. Caldwell was Chairman and Chief Executive Officer of Ford Motor Company from 1979 to 1985 succeeding Henry Ford II. He was the first non-Ford family member to lead the company. From 1953 to 1990, he served in a wide variety of domestic and international executive positions at Ford and was Director from 1973 to 1990. From 1985 until 1998, Mr. Caldwell was a Director and Senior Managing Director of Lehman Bros. Inc. and its predecessor, Shearson Lehman Bros. Inc. and its predecessor, Shearson Lehman Brothers Holdings, Inc. From 1986 until 1999, Mr. Caldwell was a Director of American Guaranty & Liability Insurance Company.	None	Director, Mettler-Toledo International, Inc. (scales and weighing instruments); Director, Waters Corporation (scientific instruments); Director, Russell Reynolds Associates, Inc. (executive recruitment)

45

Management of the Fund

Name, Address and Age	Position(s) Held With the Fund	Term of Office and Length of Time Served	Principal Occupation(s) During Past Five Years	Number of Funds in Fund Complex* Overseen by Director	Other Directorships Held by Director
Juan Gallardo T.†† Monte Cáucaso 915 4th Floor Col. Lomas de Chapultepec 11000 México, D.F. México Age: 56	Chairman of the Board, Class III Director	Term expires 2005 Director since 1985	Mr. Gallardo is Chairman of the Fund’s Board of Directors. Over the last decade he has been extensively involved in the negotiation of the North American Free Trade Agreement (NAFTA) among the United States, Canada and Mexico, and free trade agreements between Mexico and Israel and the European Union. Mr. Gallardo also serves as Chairman of the Board of Grupo Embotelladoras Unidas, S.A. de C.V., a bottling company, since 1986; and Vice Chairman of Home Mart de México, S.A. de C.V., a retailer, since 1995.	None	Director, Nadro, S.A. de C.V. (pharmaceutical retail); Director, Grupo México, S.A. de C.V. (mining); Director, Caterpillar Inc. (construction equipment); Director, Intercon, S.A. de C.V. (diversifying holding company); Director, Lafarge (French cement company); Member of the International Advisory Board of Textron, Inc.; Member, Consejo Mexicano de Hombres de Negocios A.C. (Business Roundtable of Mexico)
Emilio Carrillo Gamboa†† Blvd. Mauel Avila Camacho No. 1, Ste. 605 011009 México, D.F. México      Age: 66	Class III Director	Term expires 2005; Director 1981-1987 and since 2002	Mr. Carrillo Gamboa served as a director of the Fund from inception of the Fund in 1981 to 1987. He resigned as director in 1987 to become Mexico’s Ambassador to Canada. Mr. Carrillo Gamboa was reelected as a Director of the Fund in 2002. Mr. Carrillo Gamboa is a prominent lawyer in Mexico with extensive business experience and has been a partner of the Bufete Carrillo Gamboa, S.C. law firm since 1989. He has also served or currently serves on the boards of many prestigious Mexican charitable organizations.	None	Chairman of the Board; Empresas Holcim-Apasco (cement company); Director, ICA (construction company); Director, Grupo Modelo, S.A. de C.V. (beer brewing); Director, Grupo Mexico S.A. de C.V. (copper mining and rail transportation); Director, Kimberly-Clark de México, S.A. de C.V. (consumer products); Director, San Luis Corporación, S.A. de C.V. (automotive parts); Director, Southern Peru Copper Corporation (copper mining); Director, Gasoductos de Chihuahua, S. de R.L. de C.V. (public utility-gas transportation); Secretary and Director, Innova, S. de R.L. de C.V. and subsidiaries; Director, Bank of Tokyo Mitsubishi (Mexico) S.A. de C.V. (banking)

46

Management of the Fund

Name, Address and Age	Position(s) Held With the Fund	Term of Office and Length of Time Served	Principal Occupation(s) During Past Five Years	Number of Funds in Fund Complex* Overseen by Director	Other Directorships Held by Director
Claudio X. González†† Lagrange 103 Piso 3 Colonia Los Morales 11510 México, D.F. México      Age: 69	Class II Director	Term expires 2007; Director since 1981	Mr. González was President of the Business Coordinating Council of Mexico. He has served as Chairman of the Board and Chief Executive Officer of Kimberly-Clark de México S.A. de C.V. since 1973. Mr. González is also on the Board of Directors of several prominent U.S. and Mexican companies, including General Electric Co.	None	Chairman of the Board, Chief Executive Officer and Director, Kimberly-Clark de México, S.A. de C.V. (consumer products); Director, General Electric Co. (industrial and financial products); Director, Investment Company of America (investment fund); Director, Kellogg Co. (food products); Director, Home Depot (home improvement); Director, Grupo Alfa, S.A. de C.V. (conglomerate); Director, Grupo Carso, S.A. de C.V.; Director, Grupo México, S.A. de C.V. (copper mining and rail transportation); Director, America Movil, S.A. de C.V. (telecommunications); Director, Grupo Financiero Inbursa (investment and banking); Director, Televisa (broadcasting)
Robert L. Knauss†† P.O. Box 40 5580 F.M. 1697 Burton, TX 77835      Age: 73	Class II Director	Term expires 2007; Director since 1985	Mr. Knauss served as Chairman of the Board and Principal Executive Officer of Philips Services Corp.** (industrial services) (2002-2003) and also served as Chairman of the Board and Chief Executive Officer of Baltic International USA, Inc. (investments) (1994-2003). During the past twenty years Mr. Knauss has served on the boards of seven public companies. Mr. Knauss was the former Dean and Distinguished University Professor of University of Houston Law School and was also Dean of Vanderbilt Law School.	None	Director, Equus Ltd. II (investments); Director, XO Communications, Inc. (telecommunications)

47

Management of the Fund

Name, Address and Age	Position(s) Held With the Fund	Term of Office and Length of Time Served	Principal Occupation(s) During Past Five Years	Number of Funds in Fund Complex* Overseen by Director	Other Directorships Held by Director
Jaime Serra Puche†† Edificio Plaza Prolongación Paseo de la Reforma 600-103 Santa Fe Peña Blanca 01210 México, D.F. México Age: 52	Class I Director	Term expires 2006; Director since 1997	Dr. Serra is a Senior Partner of the law and economics consulting firm SAI Consultores, S.C. Dr. Serra is a former Secretary of Finance for Mexico and he was the minister in charge of negotiations for NAFTA and trade agreements between Mexico and Chile, Bolivia, Venezuela, Colombia and Costa Rica on behalf of the Mexican government. Formerly, Dr. Serra was a Weinberg Visiting Professor at Princeton University, Secretary of Trade and Industry (Mexico) and a Distinguished Visiting Associate at the Carnegie Endowment for International Peace. He has a Ph.D. in economics from Yale University.	None	Director, Vitro, S.A. de C.V. (glass manufacturer); Director, Grupo Ferroviario Mexicano, S.A. de C.V. (railways); Director, Regional Market Makers, Inc. (procurement company); Director, Tenaris (tube producer); Director, Chiquita Brands, Inc. (fruit producer); Director, Grupo Modelo, S.A. de C.V.; Co-Chairman, President’s Council on International Activities of Yale University

* There are no other funds in the Fund Complex.

** Philips Services Corp. and Seitel, Inc. commenced reorganization proceedings under Chapter 11 of the United States Bankruptcy Code in 2003.

†† Audit Committee, Contract Review Committee and Nominating and Corporate Governance Committee member. Member or Alternate member of the Valuation Committee.

Officers Who Are Not Directors

Name, Address and Age	Position(s) Held With the Fund	Term of Office* and Length of Time Served	Principal Occupation(s) During Past Five Years
Samuel García-Cuéllar Creel, García-Cuéllar y Müggenburg, S.C., Paseo de los Tamarindos 60-3er piso Bosques de las Lomas 05120 México, D.F. México Age: 61	Secretary	Since 1981	Mr. García-Cuéllar is a partner of Creel, García-Cuéllar y Müggenburg, S.C., Mexican counsel to the Fund; Director, El Aguila Compañía de Seguros, S.A. de C.V. (insurance) (since 1994); Director, Mercado Mexicano de Derivados (futures and options) (since 2001); Director, GE Capital Bank, S.A. Institución de Banca Múltiple, GE Capital Grupo Financiero (bank) (since 2002); Director, GE Capital Grupo Financiero (financial group) (since 2002)

48

Management of the Fund

Name, Address and Age	Position(s) Held With the Fund	Term of Office* and Length of Time Served	Principal Occupation(s) During Past Five Years
Alberto Osorio Morales Aristóteles 77, 3rd Floor Col. Polanco 11560 México, D.F. México      Age: 36	Treasurer (formerly, Vice President of Finance)	Since 2002 From 1999 to 2002	Mr. Osorio currently serves as Director of Finance of the Fund’s investment adviser, Impulsora del Fondo México, S.A. de C.V. and has been an employee of the Adviser since 1991
Carlos H. Woodworth Ortiz Aristóteles 77, 3rd Floor Col. Polanco 11560 México, D.F. México      Age: 60	Vice-President of Corporate Governance and Chief Compliance Officer (formerly, Treasurer)	Since 2002 From 1992 to 2002	Mr. Woodworth has served on the Board of Directors of the Fund’s investment adviser, Impulsora del Fondo México, S.A. de C.V., as well as Deputy Director of the Adviser since 1981
Eduardo Solano Arroyo Aristóteles 77, 3rd Floor Col. Polanco 11560 México, D.F. México      Age: 36	Investor Relations Vice President	Since 1997	Mr. Solano has served as Director of Economic Research of the Fund’s investment adviser, Impulsora del Fondo México, S.A. de C.V. since 1997 and has been an employee of the Adviser since 1991
Sander M. Bieber 1775 I Street, N.W. Washington, DC 20006      Age: 54	Assistant Secretary	Since 1989	Partner of Dechert LLP, U.S. counsel to the Fund and the Independent Directors

Ownership of Securities

As of the Record Date, the Fund’s Directors and executive officers, as a group, owned less than 1% of the Fund’s outstanding Shares. The information as to ownership of securities which appears below is based on statements furnished to the Fund by its Directors and executive officers.

As of August 31, 2004, the dollar range of equity securities owned beneficially by each Director in the Fund and in any registered investment companies overseen by the Director within the same family of investment companies as the Fund was as follows:

Name of Director or Nominee	Dollar Range of Equity Securities in the Fund	Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Director or Nominee in Family of Investment Companies*
Interested Directors
José Luis Gómez Pimienta	Over $100,000	Over $100,000
Independent Directors
Juan Gallardo T.	Over $100,000	Over $100,000
Philip Caldwell	Over $100,000	Over $100,000
Emilio Carrillo Gamboa	$10,001-$50,000	$10,001-$50,000
Claudio X. González	Over $100,000	Over $100,000
Robert L. Knauss	$50,001-$100,000	$50,001-$100,000
Jaime Serra Puche	$50,001-$100,000	$50,001-$100,000

* There are no other funds in the family of investment companies

49

Management of the Fund

For the period ended December 31, 2003, none of the Independent Directors or their immediate family members owned any shares of the Investment Adviser or of any person (other than a registered investment company) directly or indirectly controlling, controlled by, or under common control with the Investment Adviser.

Committees of the Board of Directors

Current Committees and Members

The Fund has a standing Audit Committee, Valuation Committee, Contract Review Committee and a Nominating and Corporate Governance Committee. The Audit Committee, Contract Review Committee and Nominating and Corporate Governance Committee are composed entirely of Directors who are not “interested persons” of the Fund or the Fund’s investment adviser within the meaning of the 1940 Act and who are “independent” as defined in the New York Stock Exchange listing standards. All Directors are members, or alternate members, of the Valuation Committee.

Audit and Valuation Committees

The Audit Committee is responsible for the selection and engagement of the Fund’s independent public accountants (subject to ratification by the Board of Directors), pre-approves and reviews both the audit and non-audit work of the Fund’s independent public accountants, and reviews compliance of the Fund with regulations of the SEC and the Internal Revenue Service, and other related matters.

The Board of Directors has adopted a Charter for each of its Audit and Valuation Committees. The Audit Committee has received the written disclosures and the letter required by Independence Standards Board Standard No. 1 from PricewaterhouseCoopers LLP (“PwC”), the Fund’s independent registered public accounting firm, and has discussed with PwC its independence. The Audit Committee has also reviewed and discussed the audited financial statements with Fund management and PwC, and discussed certain matters with PwC required to be discussed by Statements on Auditing Standards Nos. 61 and 90. Based on the foregoing, the Audit Committee recommended to the Board of Directors that the Fund’s audited financial statements be included in the Fund’s Annual Report to Stockholders for the fiscal year ended October 31, 2003. The members of the Fund’s Audit Committee are Messrs. Caldwell, Gallardo, Carrillo Gamboa, González, Knauss and Serra Puche. A copy of the Audit Committee Charter was included as an appendix to the Fund’s proxy statement in 2003. Both the Audit and Valuation Committee charters are available on the Fund’s website at www.themexicofund.com under “Corporate Governance.”

The Valuation Committee oversees the implementation of the Fund’s Pricing and Valuation Procedures and the activities of the Fund’s Pricing Committee. The Board of Directors has delegated to the Valuation Committee the responsibility of determining the fair value of the Fund’s securities or other assets in connection with “significant events,” as described in the procedures adopted by the Board of Directors. The members of the Fund’s Valuation Committee are Messrs. Caldwell, González, and Serra Puche. The Alternate Members of the Fund’s Valuation Committee are Messrs. Gallardo, Knauss, Carrillo Gamboa, and Gomez Pimienta.

Contract Review Committee

The Contract Review Committee reviews and makes recommendations to the Board of Directors with respect to entering into, renewal or amendment of the Fund’s investment management and advisory agreement, administrative services agreement and other agreements. The members of the Fund’s Contract

50

Management of the Fund

Review Committee are Messrs. Caldwell, Gallardo, Carrillo Gamboa, González, Knauss and Serra Puche. The Committee’s charter is available on the Fund’s website at www.themexicofund.com under “Corporate Governance.”

Nominating and Corporate Governance Committee; Consideration of Potential Director Nominees

The Nominating and Corporate Governance Committee makes recommendations to the Board regarding nominations for membership on the Board of Directors. It evaluates candidates’ qualifications for Board membership and, with respect to nominees for positions as independent directors, their independence from the Fund’s investment adviser and other principal service providers. The Committee periodically reviews director compensation and will recommend any appropriate changes to the Board as a group. This Committee also reviews and may make recommendations to the Board relating to those issues that pertain to the effectiveness of the Board in carrying out its responsibilities in governing the Fund and overseeing the management of the Fund. The members of the Fund’s Nominating and Corporate Governance Committee are Messrs. Caldwell, Gallardo, Carrillo Gamboa, González, Knauss and Serra Puche.

The Committee will consider potential director candidates recommended by Fund stockholders provided that the proposed candidates satisfy the director qualification requirements provided in the Fund’s Bylaws; are not “interested persons” of the Fund or the Fund’s investment adviser within the meaning of the 1940 Act; and are “independent” as defined in the New York Stock Exchange listing standards. Before fiscal year 2004, the Committee did not have a formal process for the submission of potential candidates by stockholders except as part of a stockholder proposal in accordance with the Securities Exchange Act of 1934, as amended (the “1934 Act”). In determining procedures for the submission of potential candidates by stockholders and any eligibility requirements for such nominees and the stockholders submitting the nominations, the Committee has looked for guidance to recent SEC promulgations regarding director nominations. Accordingly, the Committee has determined that potential director candidates recommended by Fund stockholders must satisfy the nominee requirements proposed by the Securities and Exchange Commission in its proposed Rule l4a-1l(c) under the 1934 Act, and stockholders making the recommendations must satisfy the requirements proposed by the Securities and Exchange Commission in its proposed Rule 14a-11(b) under the 1934 Act.

For potential director nominees recommended by stockholders, these requirements are as follows:

(a) The nominee may not be the nominating stockholder, a member of the nominating stockholder group, or a member of the immediate family of the nominating stockholder or any member of the nominating stockholder group;

(b) Neither the nominee nor any member of the nominee’s immediate family may be currently employed or employed within the last year by any nominating stockholder entity or entity in a nominating stockholder group;

(c) Neither the nominee nor any immediate family member of the nominee is permitted to have accepted directly or indirectly, during the year of the election for which the nominee’s name was submitted, during the immediately preceding calendar year, or during the year when the nominee’s name was submitted, any consulting, advisory, or other compensatory fee from the nominating stockholder or any member of a nominating stockholder group;

(d) The nominee may not be an executive officer, director (or person performing similar functions) of the nominating stockholder or any member of the nominating stockholder group, or of an affiliate of the nominating stockholder or any such member of the nominating stockholder group; and

51

Management of the Fund

(e) The nominee may not control (as “control” is defined in the 1940 Act) the nominating stockholder or any member of the nominating stockholder group (or in the case of a holder or member that is a fund, an interested person of such holder or member as defined by Section 2(a)(19) of the 1940 Act).

The nominating stockholder or stockholder group must meet the following requirements:

(a) Any stockholder or stockholder group submitting a proposed nominee must beneficially own, either individually or in the aggregate, more than 5% of the Fund’s securities that are eligible to vote at the time of submission of the nominee and at the time of the annual meeting where the nominee may be elected. Each of the securities used for proposes of calculating this ownership must have been held continuously for at least two years as of the date of the nomination. In addition, such securities must continue to be held through the date of the meeting. The nominating stockholder or stockholder group must also bear the economic risk of the investment and the securities used for purposes of calculating the ownership cannot be held “short.”

(b) The nominating stockholder or stockholder group must also submit a certification which provides the number of shares which the person or group has (i) sole power to vote or direct the vote; (ii) shared power to vote or direct the vote; (iii) sole power to dispose or direct the disposition of such shares; and (iii) shared power to dispose or direct the disposition of such shares. In addition, the certification shall provide that the shares have “ been held continuously for at least 2 years.

A nominating stockholder or stockholder group may not submit more nominees than the number of Board positions open each year. All stockholder recommended nominee submissions must be received by the Fund by the deadline for submission of any stockholder proposals which would be included in the Fund’s proxy statement for its 2005 Annual Meeting. The deadline for any stockholder recommended nominee submissions to be considered for the 2005 Annual Meeting is October 9, 2004.

Stockholders recommending potential director candidates must comply with these requirements at the time of submitting their proposed director candidate to the attention of the Fund’s Secretary. Notice to the Fund’s Secretary should be provided in accordance with the deadline specified in the Fund’s Bylaws; (Article II, Section 10) and include, among other things, as specified in the same section of the Fund’s Bylaws, (i) the stockholder’s contact information; (ii) the director candidate’s contact information and the number of Fund shares owned by the proposed candidate; (iii) all information regarding the candidate that would be required to be disclosed in solicitations of proxies for elections of directors required by Regulation 14A of the 1934 Act; and (iv) a notarized letter executed by the director candidate, stating his or her intention to serve as a nominee and be named in the Fund’s proxy statement, if nominated by the Board of Directors, to be named as a director if so elected.

The Board of Directors has adopted a Charter for the Nominating and Corporate Governance Committee which is available on the Fund’s website at www.themexicofund.com under “Corporate Governance.”

The Nominating Committee identifies prospective candidates from any reasonable source and has the ability to engage third-party services for the identification and evaluation of potential nominees. The Fund’s Bylaws (Article III, Section 2(c)) provide a list of minimum qualifications for Fund directors which include expertise, experience or relationships that are relevant to the Fund’s business; educational qualifications; and interaction with business in Mexico. The Committee may recommend that the Board modify these minimum qualifications from time to time. The Committee meets twice annually, typically

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Management of the Fund

in September and December, to identify and evaluate nominees for director and makes its recommendations to the Board at the time of the Board’s December meeting. Other than compliance with the requirements mentioned above for submission of a director candidate, the Nominating and Corporate Governance Committee does not otherwise evaluate stockholder director nominees in a different manner. The standard of the Nominating and Corporate Governance Committee is to treat all equally qualified nominees in the same manner.

No nominee recommendations have been received from stockholders. The Nominating Committee may modify its policies and procedures for director nominees and recommendations from time to time in response to changes in the Fund’s needs and circumstances, and as applicable legal or listing standards change.

Board and Committee Meetings in Fiscal 2003

During the Fund’s fiscal year ended October 31, 2003, the Board held three (3) regular meetings, one (1) telephonic regular meeting, three (3) telephonic special meetings, two (2) Audit Committee meetings, one (1) Valuation Committee meeting, one (1) Contract Review Committee meeting, and two (2) Nominating and Corporate Governance Committee meetings. Each Director then in office attended 75% or more of the aggregate number of regular and special meetings of the Board and those Committees of which each Director is a member.

Compensation of Directors and Certain Officers

The Fund does not pay its officers for the services they provide to the Fund, except for those expenses incurred in connection with Fund board or stockholders meetings which are reimbursed by the Fund under the Fund’s Reimbursement Policy. Instead, the officers, who are also officers or employers of Impulsora del Fondo México, sa de cv are compensated by it.

Compensation of Directors

During the fiscal year ended October 31, 2003, the Fund paid each Director, with the exception of Mr. Gómez Pimienta (who is not compensated for his services as Director), an annual retainer of $12,000 and $2,000 per meeting attended. Through June 9, 2003, the Fund also paid a $1,500 per diem fee to each Director for travel required to attend a Board meeting and reimbursed all Directors and officers of the Fund for out-of-pocket expenses relating to attendance at meetings. Starting with meetings after June 9, 2003, the per diem fee was eliminated. In addition, for committee meetings attended each Independent Director would receive $1,250 instead of $2,000 and $500 for each telephonic special Board meeting attended. The aggregate amount of fees paid and expenses reimbursed to the Directors and officers for the twelve month period ended October 31, 2003 was $287,937. The Fund estimates that during fiscal year 2004, assuming a normal course of quarterly and committee meetings, the restructuring of director fees and expenses should result in a 18% reduction of director fees and expenses.

The following table sets forth the aggregate compensation (not including per diem fees and expense reimbursements) paid by the Fund to each Director (other than Mr. Gómez Pimienta, who receive no director fees or other compensation for services as a Director of the Fund) during the fiscal year ended October 31, 2003, as well as the total compensation paid by the Fund to each Director.

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Management of the Fund

Compensation Table

Fiscal Year Ended October 31, 2003

Name of Director	Aggregate Compensation From Fund		Pension or Retirement Benefits Accrued As Part of Fund Expenses	Estimated Annual Benefits Upon Retirement	Total Compensation From Fund and Fund Complex Paid to Directors*
Juan Gallardo T.	$	35,250	None	None	$	35,250
Philip Caldwell	$	35,250	None	None	$	35,250
Emilio Carrillo Gamboa	$	33,250	None	None	$	33,250
Claudio X. González	$	33,250	None	None	$	33,250
Robert L. Knauss	$	35,250	None	None	$	35,250
Jaime Serra-Puche	$	27,000	None	None	$	27,000
José Luis Gómez Pimienta		None	None	None		None

* There are no other funds in the Fund Complex.

The Fund has a policy that half of the annual retainer paid by the Fund to its Directors is to be used by each Director to purchase Fund shares on the secondary market. As of the 2003 fiscal year end, all Board members are in compliance with this policy.

Code of ethics

The Fund and the Investment Adviser have adopted a joint code of ethics (“Code of Ethics”) in accordance with Rule 17j-1 under the 1940 Act. Subject to certain conditions and restrictions, the Code of Ethics permits personnel who are subject to the Code of Ethics to invest in securities, including securities that may be purchased or held by the Fund.

The Fund’s Dealer Manager has also adopted a code of ethics in accordance with Rule 17j-1 under the 1940 Act. Subject to certain conditions and restrictions, this codes of ethics permits personnel who are subject to it to invest in securities, including securities that may be purchased or held by the Fund.

Each of these codes of ethics may be reviewed and copied at the Public Reference Room of the SEC in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-202-942-8090. These codes of ethics are also available on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov. Copies of these codes of ethics may be obtained, after paying a duplicating fee, by electronic request to publicinfo@sec.gov, or by writing to the SEC’s Public Reference Section, Washington, D.C. 20549-0102. The Fund’s code of ethics is also available on the Fund’s web site, www.themexicofund.com under “Corporate Governance.”

Management ag reement

Impulsora del Fondo México, S.A. de C.V. (the “Investment Adviser”) serves as Investment Adviser to the Fund pursuant to an Investment Advisory and Management Agreement dated April 28, 2003 (the “Management Agreement”). The current Management Agreement was approved by the Fund’s Board of Directors, and separately by a majority of the Fund’s Independent Directors, at an in-person meeting held on November 12, 2002 and was subsequently approved by the Fund’s stockholders at the 2003 Annual Meeting on April 28, 2003.

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Management agreement

The Investment Adviser provides the overall investment advice to the Fund, on matters including broad investment structure, stock selection, industry diversification, exposure to equity securities, compliance testing, and maintenance of tests pertaining to collateral, through a team of investment managers/analysts employed, or supervised, by the Investment Adviser.

Pursuant to the existing and previous management agreements with the Fund, the Investment Adviser has served in this capacity since the Fund was organized in 1981. The Investment Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended, and is located at 77 Aristóteles Street, 3rd Floor, Col. Polanco, 11560 México, D.F., México.

The Investment Adviser is a Mexican corporation. As of October 31, 2003, the President and Chief Executive Officer is Jose Luis Gómez Pimienta. Mr. Gómez Pimienta is also a Director of the Fund. The directors of the Adviser are: Jose Luis Gómez Pimienta, Chairman and Chief Executive Officer, Impulsora del Fondo Mexico, sa de cv, Aristóteles 77-3rd Floor, Col. Polanco, 11560 México, D.F., México; Enrique Trigueros-Legarreta, Private Investor, Hidalgo #54, Col. San Angel, 01000 México, D.F., México; Ernesto Ortega-Arellano, Director, Capital Markets, Inversora Bursátil, S.A. de C.V., Av. de las Palmas 736, 11000 México, D.F., Mexico; Edgardo Cantú Delgado, Director General, Vector Casa de Bolsa, S.A. de CV., Av. Roble #454, Col. del Valle, 66265 Garza Garćia, Nuevo Léon, México; José Ignacio de Abiega, Director General, IXE Casa de Bolsa, SA de CV, Periferico Sur # 314, Col. San Angel Tiacopac, 01049, México, DF, México; Roberto Morales Herrera, Director of Administration, Casa de Bolsa BBVA, Bancomer, SA, Montes Urales #620, 1st floor, Lomas de Chapultepec, 11000, México, DF, México and Jose Antonio Orvananos, Deputy Director, Casa de Bolsa Inverlat, sa de cv, Bosque de Ciruelos 120, 11700 Mexico, D.F., Mexico. The officers of the Investment Adviser are: Carlos H. Woodworth Ortiz, Deputy Director, Impulsora del Fondo Mexico, sa de cv, Aristóteles 77-3rd Floor, Col. Polanco, 11560 Mexico, D.F., México; Alberto Osorio Morales, Director of Finance, Impulsora del Fondo México, sa de cv, Aristóteles 77-3rd Floor, Col. Polanco, 11560 México, D.F.; and Eduardo Solano Arroyo, Director of Economic Research, Impulsora del Fondo México, sa de cv, Aristóteles 77-3rd Floor, Col. Polanco, 11560 México, D.F., México. Messrs. Gómez Pimienta, Woodworth, Osorio and Solano are also officers of the Fund. Mr. Gómez Pimienta, Aristóteles 77-3rd Floor, Col. Polanco, 11560 México D.F., México, also owns greater than ten percent of the Investment Adviser’s equity interests.

The ultimate day-to-day investment decisions of the Fund are determined by Mr. Gómez Pimienta, the Director General and Chairman of the Investment Adviser. He is assisted by the Investment Committee of the Investment Adviser which is composed of the executive officers mentioned above of the Investment Adviser and Ms. Guadalupe Villar, an equity analyst employed by the Investment Adviser since 1998. The Investment Committee meets at least once weekly to determine the portfolio allocation of the Fund.

The Adviser also provides administrative services to the Fund pursuant to an Amended and Restated Administrative Services Agreement dated June 18, 2002 including assisting the Fund with preparation of financial statements and regulatory filings, calculation of the Fund’s net asset value, repurchase offer services, and maintenance of the Fund’s web site. For these services, the Adviser is paid a monthly fee of 0.07% of the Fund’s average daily net assets with a minimum fee of $350,000, and a fee of $75,000 per repurchase offer for services rendered for each repurchase offer conducted by the Fund. The Adviser was paid $575,000 pursuant to this contract during fiscal 2003.

During fiscal 2003, the Fund paid no brokerage commissions to an affiliated broker. The affiliated broker is Inversora Bursátil, S.A. de CV. and is affiliated to the Adviser by virtue of one of the Fund’s directors being a director of the broker.

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Management agreement

The Investment Adviser has all, or a substantial part of, its assets located outside the United States. As a result, it may be difficult for U.S. investors to enforce judgments of the courts of the United States against the Investment Adviser predicated on the civil liability provisions of the Federal securities laws of the United States. The Fund has been advised that there is substantial doubt as to the enforceability in the courts of Mexico of judgments against the Investment Adviser predicated upon the civil liability provisions of the Federal securities laws of the United States. The Investment Adviser is advised by U.S. counsel with respect to the Federal securities laws of the United States.

Terms of the Management Agreement

Under the Management Agreement, the Adviser, subject to the control of the Board of Directors and in accordance with the objectives, policies and principles of the Fund set fort in the Fund’s registration statement and the requirements of the 1940 Act and other applicable law, manages the affairs of the Fund. In this regard, it is the responsibility of the Adviser to make investment decisions on behalf of the Fund, to make available to the Fund any necessary research and statistical data in connection therewith, and to supervise the acquisition and disposition of investment for the Fund, including the selection of the brokers or dealers to carryout portfolio transactions for the Fund.

The Adviser also pays all salaries, fees, and expenses of the Fund’s Directors and officers who are employees, officers or directors of the Adviser, except for those expenses incurred in connection with Fund Board or stockholder meetings which are reimbursed by the Fund under the Fund’s Reimbursement Policy. The Fund bears all of its other expenses including: fees and expenses of the Fund’s Directors who are not employees, officers of directors of the Adviser; taxes and governmental fees; brokerage commissions and other expense incurred in acquiring or disposing of the Fund’s portfolio securities; expenses of preparing stock certificates and other expenses in connection with the issuance, offering, distribution, sale or underwriting of securities issues by the Fund; expenses of registering and qualifying the Fund’s shares for sale with the SEC and in various state and foreign jurisdictions; auditing, accounting, tax, insurance and legal costs; custodian, dividend disbursing and transfer agent cost; expenses of obtaining and maintaining a stock exchange listing of the Fund’s shares; and the expenses of stockholders’ meetings and of the preparation and distribution of reports to stockholders. The Management Agreement does not contain any effective expense limitation provision. The Management Agreement continues in effect until April 3, 2005 and from year to year thereafter if such continuance is approved in the manner required by the 1940 Act. The Management Agreement may be terminated at any time by the Fund, without payment of any penalty, upon vote a majority of the Fund’s Board of Directors or a majority of outstanding voting securities of the Fund, or by the Adviser, on sixty (60) days’ written notice to the other party. The Management Agreement will terminate automatically in the event of its assignment.

Management Fee. The Management Agreement provides that the Fund will pay the Investment Adviser a fee at the annual rate of 1.00% of the Fund’s average daily net assets up to $200 million, 0.90% of such assets between $200 million and up to and including $400 million, and 0.60% of such assets in excess of $400 million computed, based upon the average daily value of the net assets of the Fund computed at the end of each calendar month and payable within fifteen days after the end of each calendar month.

For the fiscal years ended October 31, 2003, 2002 and 2001, the Fund paid or accrued on behalf of the Investment Adviser aggregate management fees of $2,189,945, $4,650,434, and $6,365,499, respectively.

Payment of Expenses. The Management Agreement obligates the Investment Adviser to bear all expenses incurred by it in connection with its duties thereunder as well as the salaries of the Fund’s Directors and officers who are interested persons (as defined in the 1940 Act) of the Investment Adviser, except for

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Management agreement

those expenses incurred in connection with the Fund’s Board of Directors’ or stockholders’ meetings which are reimbursed by the Fund under its Reimbursement Policy. The Fund bears all of its other expenses including fees of the Fund’s Independent Directors; interest expenses; taxes and governmental fees; brokerage commissions and other expenses incurred in acquiring or disposing of the Fund’s portfolio securities; auditing, accounting, insurance and legal costs; custodian, dividend disbursing and transfer agent expenses; and the expenses of stockholders’ meetings and of the preparation and distribution of proxies and reports to stockholders.

Duration and Termination. The Management Agreement took effect on April 28, 2003 and will continue in effect until April 3, 2005. The Management Agreement provides that it will continue in effect for successive 12-month periods, if not sooner terminated, provided that each continuance is specifically approved annually by (1) the vote of the majority of the Fund’s Independent Directors cast in person at a meeting called for the purpose of voting on such approval and (2) either (a) the vote of a majority of the outstanding voting securities of the Fund, or (b) the vote of a majority of the Fund’s Board of Directors. The Management Agreement may be terminated at any time by the Fund without the payment of any penalty, upon vote of a majority of the Fund’s Directors or a majority of the outstanding voting securities of the Fund on 60 days’ written notice to the Investment Adviser. The Management Agreement will terminate automatically in the event of its assignment (as defined in the 1940 Act). In addition, the Investment Adviser may terminate the Management Agreement on 60 days’ written notice to the Fund.

Considerations in Approving Management Agreement

During the Board’s deliberations regarding the Management Agreement, the Board was advised by independent legal counsel and received substantial information about the Investment Adviser. The Board was given the opportunity to ask questions and request additional information from management.

In course of its deliberations the Board of Directors considered, among other things, (a) the nature and quality of the services provided by the Investment Adviser; (b) the Fund’s performance under the Investment Adviser’s management; (c) the fairness of the compensation in light of the services provided; (d) the personnel, operations, financial condition, and investment management capabilities of the Investment Adviser; (e) the impact of the Fund’s periodic in-kind repurchase offer policy; (f) the Board’s approval of a strategic decision to invest significant portions of the Fund’s resources in attractive small- and medium-sized Mexican companies not easily available abroad; (g) the need to provide adequate resources to the Investment Adviser to support the additional research and efforts to invest significant portions of the Fund’s assets in attractive small- and medium-sized Mexican companies not easily available abroad; (h) the fees of comparable closed-end funds; (i) the overall profitability of the Management Agreement to the Investment Adviser; and (j) the impact of the advisory fee on stockholders.

While no one factor was controlling at the time of its approval of the Management Agreement for submission to stockholders in 2003, the Board concluded that the Management Agreement will benefit stockholders and is in the best interest of the Fund and its stockholders. The Board found that the terms of the Management Agreement would permit the Investment Adviser to continue to provide the quality of service to the Fund that it had in the past while compensating its staff at competitive levels.

At its Contract Review Committee meeting and quarterly Board meeting in March 2004 the Board and Contract Review Committee members reviewed the terms of the Management Agreement and the Investment Adviser’s performance and services provided to the Fund since stockholder approval of the Management Agreement for a two-year term in 2003 even though the Management Agreement is not up for renewal until 2005. Board and Committee members reviewed the Investment Adviser’s modest profitability level under the terms of the Management Agreement, a performance matrix provided by the

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Management agreement

Investment Adviser showing the Fund’s total return rate in the last twelve months, tabular and narrative information regarding the Fund’s market discount and the discount level of other closed-end country funds. The members were also provided with market and portfolio information and possible market trends which may affect the Fund. The members also analyzed the expense ratio and public expense information of other closed-end country funds against the Fund’s expense ratio and expenses and noted areas where Fund expenses were high or low relative to the Fund’s peers.

Relationship of a Director to Investment Adviser

Mr. José Luis Gómez Pimienta, a Director and President of the Fund, also serves as the Chairman and Chief Executive Officer of the Investment Adviser and owns stock in the Investment Adviser.

Leg al proceedings

The Fund is not currently a party to any legal proceedings.

Proxy voting policy

Summary of Proxy Voting Policies and Procedures of the Fund

The Fund’s proxy voting policies and procedures seek to assure that proxies received by the Fund are voted in the best interests of the Fund’s stockholders. Because the investment philosophy of the Investment Adviser is generally consistent with the investment objectives of the Fund and the economic interests of its stockholders, investment decisions for the Fund should generally be consistent with its investment adviser’s philosophy. In proxy voting decisions, as in other investment decisions, the Investment Adviser is in the best position to determine whether a particular proxy proposal is consistent with its philosophy, and therefore generally consistent with the investment objectives of the Fund and the best economic interests of the Fund’s stockholders.

Accordingly, the Fund’s proxy voting policies and procedures delegate all responsibility for proxy voting to the Investment Adviser provided that the Board has the opportunity to periodically review and approve the investment adviser’s proxy voting policies and any material amendments.

In addressing potential conflicts of interest, the Fund’s procedures provide that the Investment Adviser follow an alternative voting procedure instead of voting in its sole discretion. The proxies may be voted in accordance with the recommendations of an independent service provider; the Investment Adviser may notify the Board or a Board representative of the conflict of interest and seek a waiver to vote the proxy; or forward the proxy to the Board, a designated Board committee or a representative of either, so that the Board, the committee or the representative may vote the proxies itself. However, the Fund allows the Investment Adviser to resolve conflicts of interest in any reasonable manner consistent with the alternative voting procedures described in its proxy voting policy.

The Fund shall annually file Form N-PX disclosing its proxy voting record for the most recent twelve-month period, commencing August 31, 2004. Commencing August 31, 2004, a description of the Fund’s proxy voting record for the most recent twelve-month period ended June 30 is available without charge, upon request by calling collect Mr. Eduardo Solano, the Fund’s Investor Relations Vice President, at (52 55) 5280-3247, during Mexico City business hours (10:00 a.m. to 3:00 p.m. and 5:00 to 7:00 p.m. ET); and on the SEC’s website at http://www.sec.gov. The Fund’s proxy voting policies and procedures are available on the Fund’s website, www.themexicofund.com under “Corporate Governance.”

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Proxy voting policy

Summary of Investment Adviser’s Proxy Voting Policies and Procedures

The Investment Adviser’s proxy voting policies and procedures reflect the substantial differences between proxy voting at stockholders’ meetings held in the United States and proxy voting in Mexico. The Investment Adviser seeks to vote proxies in the best interests of the Registrant and its stockholders in accordance with the Investment Adviser’s fiduciary duties and Rule 206(4)-6 of the Investment Advisers Act.

As noted in the Investment Adviser’s policies and procedures, stockholders meetings in Mexico are “ordinary”, “extraordinary” or “special” depending on the agenda of the meeting. There is no proxy solicitation effort as occurs in the United States. Where the Investment Adviser has the ability to vote, the Investment Adviser will vote the Registrant’s shares in the best interests of the Fund and its stockholders. The Investment Adviser is responsible for identifying the cases when it may be faced with a potential conflict of interest in voting shares of the Fund’s investments in the best interest of the Fund and its stockholders. If a potential conflict of interest exists, the Investment Adviser can only exercise its voting authority after careful investigation and research of the issues involved. The Investment Adviser can consult with third parties and could, in exceptional cases, make the determination that not voting the securities is in the best interest of the Fund. In attempting to eliminate a potential material conflict of interest, the Investment Adviser may vote in accordance with its policies and procedures if a routine matter is involved; vote as recommended by an independent third party which has no knowledge of the nature of the material conflict of interest or does not itself have a material conflict of interest; erect information barriers around the persons making the voting decisions to insulate the decision from the conflict; or notify the Board of Directors of the material conflict of interest and seek a waiver of the conflict.

In accordance with its policies and procedures, the Investment Adviser will generally support existing management on votes on the financial statements of the issuer and the election of the board of directors; vote for the acceptance of the accounts unless there are grounds to suspect that the accounts as presented or audit procedures used do not present an accurate picture of company results and support routine issues such as the appointment of independent auditors, allocation of income and the declaration of dividends. Where matters are of an extraordinary nature, or an extraordinary or special meeting is called, further investigation and consultation may be necessary to analyze all relevant information to reach a decision as to how to vote and such matters will be voted on a case by case basis.

Administration agreement

Pursuant to an Administrative Services Agreement, effective April 1, 1994, which was amended and restated as of June 18, 2002, the Adviser also provides certain administrative services to the Fund which were previously performed by the Fund’s Trustee, including the determination and publication of the net asset value of the Fund, the provision of assistance to the Fund to enable the Fund to maintain its books and records in accordance with applicable United States and Mexican law and the provision of assistance to the Fund’s auditors in the preparation and filing of tax reports and returns. The Fund pays the Adviser an annual fee of 0.07% of average daily net assets of the Fund as compensation for services provided under the Administrative Services Agreement with a minimum of $350,000, and a fee for services rendered for each repurchase offer of $75,000 conducted by the Fund.

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Portfolio tran sactions and brokerage

The Investment Adviser selects broker-dealers registered with and approved by the CNBV for the execution of portfolio transactions for the fund. In placing orders, it is the policy of the Investment Adviser to seek the best execution for its transactions, taking into account all relevant factors including price, promptness of execution and other advantages to the Fund. Under rules issued by the CNBV, in the absence of special approval and with certain exceptions, no broker may receive more than 20% of the brokerage commissions paid by the Fund during any fiscal year.

Subject to obtaining the best execution, the Fund may place orders for transactions with brokers who provide investment research services to the Investment Adviser. Research so provided is in addition to, and not in lieu of, the services required to be performed by the Investment Adviser, and the Investment Adviser’s expenses are not necessarily reduced as a result of the receipt of such supplemental information. Neither the Fund nor the Investment Adviser is obligated to deal with any broker or group of brokers in the execution of portfolio transactions. In selecting broker-dealers, the Investment Adviser considers various factors, including the size and nature of the transaction, the nature of the market for the security, the investment research services provided to the Investment Adviser and the capability and financial condition of the broker-dealer. To the extent consistent with the Fund’s policy of seeking best execution of its portfolio transactions, orders may be placed with the Investment Adviser’s stockholders. However, ownership of the Investment Adviser’s stock is not a factor in the selection of broker-dealers to execute the Fund’s transactions. The Fund may also purchase securities in a public offering in Mexico in which one or more of the Investment Adviser’s stockholders participates as an underwriter so long as no officer, Director or employee of the Fund or other affiliate of the Fund is an affiliate of a principal underwriter in such offering. Pursuant to exemptive relief granted by the SEC, the Fund may purchase securities in a public offering in Mexico through a member of an underwriting syndicate in which a company has the same director as the Fund, or a company controlled by, under common control with, or controlling such company, participates as principal underwriter, provided specific conditions are met. The Fund may purchase securities from an unaffiliated member of the underwriting syndicate but not from that member of the underwriting syndicate that has a common director with the Fund.

Portfolio transactions of the Fund are primarily effected with dealers acting as a principal for their own account. During the fiscal years ended October 31, 2003, 2002 and 2001, the Fund paid brokerage commissions of $1,034,279, $792,491 and $220,662, respectively. The rate of portfolio turnover in the fiscal years ended October 31, 2003, 2002 and 2001 were 28.99%, 43.36% and 29.69%, respectively.

Net asset value of common stock

The Shares are listed on the NYSE. The NAV per Share is generally determined each day during which the Bolsa is open for trading and each other day that the calculation of the NAV is required for regulatory purposes (“Valuation Date”). The NAV per Share is calculated by dividing the value of net assets of the Fund (the value of its assets less its liabilities, its accumulated and unpaid dividends (whether or not earned or declared) by the total number of Shares outstanding. For purposes of establishing the Fund’s net asset value, portfolio securities regularly traded on the Mexican Stock Exchange are valued at the closing price provided by the Mexican Stock Exchange prior to the time the securities held in the Fund are valued. For purposes of calculating net asset value, pesos are translated into dollars at the exchange rate provided by the Central Bank.

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Net asset value of common stock

The value of a security traded or dealt in upon the Bolsa, or any recognized securities exchange (that is not subject to restrictions against sale by the Fund on such exchanges), shall be determined as of the Valuation Date in accordance with the following procedures:

Ø If there are any sales of the security on the principal exchange on which the security trades on the Valuation Date, the value of the security shall be the average of the sales prices during the last ten minutes of security trades on the Bolsa.

Ø If there are no trades on the principal exchange on which the security trades, the value of the security shall be the value determined in accordance with the previous paragraph on the day prior to the Valuation Date on the principal exchange as of the Valuation Date.

The Fund may invest in Mexican fixed-income securities which are peso-denominated and may be dollar-linked in order to provide appropriate liquidity to take advantage of market opportunities and meet cash requirements. The Fund may also invest in U.S. Dollar-Denominated Instruments such as U.S. Treasuries.

The Fund may suspend the calculation of net asset value (i) during any period when the Mexican Stock Exchange is closed or during which trading on the Mexican Stock Exchange is restricted, or (ii) during any period when, in the opinion of the Investment Adviser and with the approval of the CNBV, the determination of net asset value may not fairly be made and would be prejudicial to the interests of Stockholders.

Dividends and c apital gain distributions; dividend reinvestment plan

The Fund’s present policy is to make distributions to Stockholders of net investment income over the course of each fiscal year in the form of period dividends, as determined for U.S. federal income tax purposes and, except to the extent retained, to make annual distributions of net capital gains. See “Tax Considerations—U.S. Tax Status.”

Pursuant to the Dividend Reinvestment Plan (the “Plan”), Stockholders are presumed to have elected to have all income dividends or capital gains distributed automatically reinvested by American Stock Transfer and Trust Company (the “Plan Agent”) in Fund shares pursuant to the Plan. Stockholders who do not participate in the Plan will receive all income dividends or capital gain distributions in cash.

Each Stockholder of the Fund whose Shares are registered in his or her own name will automatically be a participant (“participant”) under the Plan, unless such Stockholder specifically elects to receive all dividends and capital gains distributions in cash. A Stockholder whose shares are registered in the name of a broker-dealer or other nominee must contact the broker-dealer or other nominee regarding his or her status under the Plan, including whether such broker-dealer or nominee will participate on such Stockholder’s behalf.

Whenever the Fund declares a dividend or capital gains distribution, plan participants will receive the distributions in the manner described below as determined on the date the distribution becomes payable or such other date as may be specified by the Fund’s Board (the “valuation date”). The Plan Agent will apply all cash received from the distribution to purchase Shares in the open-market or from the Fund as soon as practicable after the payment date of the distribution but in no event later than 30 calendar days after such date, except where necessary to comply with applicable provisions of the U.S. federal securities laws (the “purchase period”).

61

Dividends and capital gain distributions; dividend reinvestment plan

If, on the valuation date, the market price of the Shares plus the estimated brokerage commission to purchase a Share is equal to or exceeds the net asset value per Share (such condition being referred to herein as a “market premium”), the Plan Agent will invest the distribution amount in newly issued shares on behalf of the participant. For the purpose of determining the number of Shares equivalent to the cash distribution, participants will be issued Shares valued at the greater of the net asset value per Share or the current market price on the valuation date. Participants will receive their distribution entirely in Shares, and the Plan Agent shall automatically receive for holding the Shares, including fractions, for all participants’ accounts.

If, on the valuation date, the market price of the Shares, plus the estimated brokerage commission to purchase a Share is lower than the net asset value per Share (such condition being referred to herein as a “market discount”), the Plan Agent will, as purchasing agent, for the participants, buy Shares in the open market, on the New York Stock Exchange or elsewhere, for each participant’s account during the purchase period. If, before the Plan Agent has completed its purchases, the market discount condition switches to a market premium, the Plan Agent shall suspend making open-market purchases and shall invest the balance available in newly issued Shares which shall be issued at the greater of the net asset value or the current market price per Share. In any case in which the Plan Agent is unable to invest the full dividend amount in open-market purchases by the last business day of the purchase period, the Plan Agent will invest the balance available in newly issued Shares valued at the greater of the net asset value or the current market price per Share as determined on the last business day during the purchase period.

Whenever the Fund declares a capital gain distribution or an income dividend payable: (i) in stock; or (ii) in stock or cash, at the election of the Stockholder, all Stockholders not electing for cash will receive the capital gain distribution or dividend in newly issued Shares on identical terms and conditions as established by the Fund’s Board, and the terms of the Plan shall not apply to such a distribution.

For all purposes of the Plan: (a) the market price of the Fund’s Shares on a particular date shall be the last sale price on the New York Stock Exchange at the close of business on that date, or if there is no sale on the New York Stock Exchange on such date, then the mean between the closing bid and asked quotations for such stock on the New York Stock Exchange on such date; and (b) net asset value per Share on a particular date shall be as determined by or on behalf of the Fund.

Open-market purchases provided for above may be made on any securities exchange where the Fund’s Shares are is traded, in the over-the-counter market or in negotiated transactions and may be on such terms as to price, delivery and otherwise as the Plan Agent shall determine. Participant funds held by the Plan Agent uninvested will not bear interest, and, in any event, the Plan Agent shall have no liability in connection with any inability to purchase Shares within 30 calendar days after the payable date for any divided or distribution, as herein provided, or with the timing of any purchases effected. The Plan Agent shall have no responsibility as to the value of the Shares of the Fund acquired for participant accounts. For the purposes of purchases in the open market, the Plan Agent may aggregate purchases with those of other participants, and the average price (including brokerage commissions) of all Shares purchased by the Plan Agent shall be the price per Share allocable to all participants.

The Plan Agent will hold Shares acquired pursuant to the Plan, together with the Shares of other participants acquired pursuant to the Plan, in noncertificated form in the Plan Agent’s name or that of its nominees. The Plan Agent will forward to participants any proxy solicitation material and will vote any Shares so held for participants only in accordance with the proxies returned by the participants to the Fund. Upon any participant’s written request, the Plan Agent will deliver to him or her, without charge, a certificate or certificates for the full shares held by the plan Agent on his or her behalf.

62

Dividends and capital gain distributions; dividend reinvestment plan

The Plan Agent will confirm to each participant acquisitions made for its account as soon as practicable but not later than 60 calendar days after the date thereof. Although participants may, from time to time, have an undivided fractional interest (computed to three decimal places) in a share of the Fund, no certificates for fractional shares will be issued. However, dividends and distributions on fractional Shares will be credited to participant accounts. In the event of termination of an account under the Plan, the Plan Agent will adjust for any such undivided fractional interest in cash at the market price of the Fund’s Shares at the time of termination.

If a stock split is effected by the Fund, any stock distributed by the Fund on Shares held by the Plan Agent for participants will be credited to participant accounts. In the event that the Fund makes available to Stockholders rights to purchase additional shares or other securities, the Plan Agent shall solicit instructions from the participants.

The Plan Agent’s service fee for handling capital gain distributions or income dividends will be paid by the Fund. Participants will be charged to a pro rata share of brokerage commissions on all open-market purchases.

Participants may terminate their participant under the Plan by notifying the Plan Agent in writing. Such termination will be effective immediately if notice is received by the Plan Agent not less than 14 calendar days prior to any dividend or distribution payment date; otherwise, such termination will be effective after the investment of any current dividend or distribution. The Plan may be terminated by the Plan Agent or the Fund upon notice in writing mailed to participants. Upon termination, the Plan Agent will cause: (i) a certificate or certificates for the appropriate number of full Shares held for participants; and (ii) a cash adjustment for any fractional Share (valued at the market price of the shares as the time of termination), to be delivered to participants, in addition to any brokerage commissions. If, in advance of such termination, a participant elects by written notice to the Plan Agent to have the Plan Agent sell part or all of his or her Shares and remit the proceeds to him or her, the Plan Agent is authorized to deduct a brokerage commission for this transaction from the proceeds. If a participant disposes of all Shares registered in his or her name on the books of the Fund, the Plan Agent may, at its option, terminate the participant’s account or determine from the participant whether he or she wishes to continue his or her participation in the Plan. However, if a participant’s Shares are held in nominee or “street name” through a broker, bank or other nominee, the participant must notify the nominee if he or she wishes to terminate his or her account as established under the Plan. The terms and conditions of the Plan may be amended or supplemented by the Plan Agent or the Fund at any time or times but only by mailing to participants appropriate written notice prior to the effective date thereof, except when necessary or appropriate to comply with applicable law or the rules or policies of the SEC or any other regulatory authority. The amendment or supplement shall be deemed to be accepted by participants unless prior to the effective date thereof, the Plan Agent receives written notice of termination of a participant account under the Plan. Any such amendment may include an appointment by the Plan Agent in its place and stead of a successor agent under these terms and conditions, with full power and authority to perform all or any of the acts to be performed by receiving dividends and distributions, the Fund will be authorized to pay such successor agent, for a participant’s account, all dividends and distributions payable on Common Stock of the Fund held in a participant’s name or under the Plan for retention or application by such successor agent as provided in these terms and conditions.

Under the terms of the Plan, the Plan Agent is obligated at all times to act in good faith and use its best efforts within reasonable limits to ensure the accuracy of all services performed under the Plan and to comply with applicable law, but assumes no responsibility and is not liable for loss or damage due to errors unless such error is caused by the Plan Agent’s negligence, bad faith or willful misconduct of it or its employees.

63

Dividends and capital gain distributions; dividend reinvestment plan

A participant has no right to draw checks or drafts against his or her account or to give instructions to the Plan Agent in respect to any shares or cash held therein except as expressly provided in the Plan. Generally, stockholders receiving Shares under the Plan will be treated as having received a distribution equal to the amount payable to them in cash as a dividend had the Stockholder not participated in the Plan.

Additional information about the Plan may be obtained from American Stock Transfer & Trust Company, Attention: Dividend Reinvestment Department, 40 Wall Street, New York, New NY 10005, telephone number (718) 921-8200.

Taxati on

The following is intended to be a general summary of certain tax consequences that may result to the Fund and its stockholders. It is not intended as a complete discussion of all such tax consequences, nor does it purport to deal with all categories of investors. Investors are therefore advised to consult with their tax advisers before making an investment in the Fund. The summary is based on the laws in effect on the date of this prospectus, which are subject to change.

Mexican Tax Status

The Fund receives and intends to continue receiving income solely from the following sources, to the extent consistent with the Fund’s investment policies:

A. Interest derived from bonds, certificates of credit institutions, debentures, notes, ordinary certificates of participation, acceptances, credit instruments, loans or credits payable by credit institutions or auxiliary credit organizations; including yields derived from government-issued instruments placed at a discount (Cetes, Bondes, etc.) At present, income taxes, if applicable, will be withheld at the source of income at rates that vary from 4.9 to 15% for interest earned;

B. With regard to dividends and other profit distributions made by Mexican corporations and Mexican banks residing in Mexico; such dividends and other profit distributions will not be subject to income tax if the Mexican corporations paid taxes on such profits in Mexico (“CUFIN”); otherwise the rate to be paid by the Mexican corporation will be 33% on such distributions; and

C. Gains from the sale through a stock exchange authorized in Mexico of equity securities included in the list of the Ministry of Finance and Public Credit of securities approved for investment by the general investing public, which are tax exempt in Mexico for Mexican individuals or residents abroad.

The Fund incurs a valued-added tax in Mexico with respect to certain services provided to it, at the rate of 15% of the cost of such services.

The Fund has obtained a ruling from the Mexican Tax Authorities confirming that the Fund is a resident in the United States within the meaning of the Tax Treaty to Avoid Double Taxation (the “Tax Treaty”) and therefore it would enjoy the tax benefits derived therefrom. Based on the provisions of the Mexican Income Tax Law:

1. The Fund is not required to pay any Mexican income taxes on the types of income listed in B and C above.

2. Stockholders of the Fund are not subject to Mexican income taxes on the types of income listed above that are earned by the Fund.

3. If the Fund earns income other than as described in A through C above, the applicable rate would be up to 33% and the tax would be charged against the payment of such income to the Fund.

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Taxation

U.S. Tax Status

The Fund intends to qualify annually and to elect to be treated as a regulated investment company under the U.S. Internal Revenue Code of 1986, as amended (the “Code”). To qualify as a regulated investment company, the Fund must, among other things, (a) derive in each taxable year at least 90% of its gross income from dividends, interest, payments with respect to securities loans and gains from the sale or other disposition of stock, securities or foreign currencies, or other income derived with respect to its business of investing in stocks, securities or currencies; (b) diversify its holdings so that, at the end of each quarter of the taxable year, (i) at least 50% of the market value of the Fund’s assets is represented by cash, U.S. Government securities, securities of other regulated investment companies and other securities, with such other securities of any one issuer limited for the purposes of this calculation to an amount not greater than 5% of the value of the Fund’s total assets and 10% of the outstanding voting securities of such issuer and (ii) not more than 25% of the value of its total assets is invested in the securities of any one issuer (other than U.S. Government securities and securities of other regulated investment companies); and (c) distribute at least 90% of its investment company taxable income (which includes, among other items for this purpose, dividends, interest and net short-term capital gains in excess of net long-term capital losses) each taxable year.

As a regulated investment company, the Fund generally will not be subject to U.S. federal income tax on its investment company taxable income and net capital gains (net long-term capital gains in excess of the sum of net short-term capital losses and capital loss carryovers from prior years, if any) that it distributes to Stockholders. The Fund intends to distribute to its Stockholders, at least annually, substantially all of its investment company taxable income, as computed for U.S. federal income tax purposes. To the extent the Fund retains its net capital gains for investment, it will be subject under current tax rates to a federal income tax at a maximum effective rate of 35% on the amount retained. See “Tax Considerations—Distributions” below.

Amounts not distributed on a timely basis in accordance with a calendar-year distribution requirement are subject to a nondeductible 4% excise tax payable by the Fund. To avoid the tax, the Fund must distribute, or be deemed to have distributed, during each calendar-year an amount equal to the sum of (1) at least 98% of its ordinary income (not taking into account any capital gains or losses) for the calendar year, (2) at least 98% of its capital gains in excess of its capital losses (adjusted for certain ordinary losses) for the twelve-month period ending on October 31 of the calendar year, and (3) all ordinary income and capital gains for previous years that were not distributed during such years. To prevent application of the excise tax, the Fund currently intends to make its distributions in accordance with the calendar-year distribution requirement. Compliance with the calendar year distribution requirement may limit the extent to which the Fund will be able to retain its net capital gains for investment.

A distribution will be treated as paid on December 31 of a calendar year if it is declared by the Fund in October, November or December of that year to Stockholders of record on a date in such a month and paid by the Fund during January of the following calendar year. Such distributions will be taxable to Stockholders in the calendar year in which the distributions are declared, rather than the calendar year in which the distributions are received.

If in any taxable year the Fund fails to qualify as a regulated investment company under the Code, the Fund will be taxed in the same manner as an ordinary corporation and distributions to its Stockholders will not be deductible by the Fund in computing its taxable income. In addition, in the event of a failure to qualify, the Fund’s distributions, to the extent derived from the Fund’s current or accumulated

65

Taxation

earnings and profits, will constitute dividends (eligible for the corporate dividends-received deduction) which are taxable to Stockholders as ordinary income, even though those distributions might otherwise (at least in part) have been treated in the Stockholders’ hands as long-term capital gains. If the Fund fails to qualify as a regulated investment company in any year, it will be required to pay out its earnings and profits accumulated in that year in order to qualify again as a regulated investment company.

The Fund may invest in shares of foreign corporations which may be classified under the Code as passive foreign investments companies (“PFICs”). In general, a foreign corporation is classified as a PFIC if at least one-half of its assets constitute investment-type assets or 75% or more of its gross income is investment-type income. If the Fund receives a so-called “excess distribution” with respect to PFIC stock, the Fund itself may be subject to a tax on a portion of the excess distribution, whether or not the corresponding income is distributed by the Fund to Stockholders. In general, under the PFIC rules, an excess distribution is treated as having been realized ratably over the period during which the Fund held the PFIC shares. The Fund itself will be subject to tax on the portion, if any, of an excess distribution that is so allocated to prior Fund taxable years and an interest factor will be added to the tax, as if the tax had been payable in such prior taxable years. Certain distributions from a PFIC as well as gain from the sale of PFIC shares are treated as excess distributions. Excess distributions are characterized as ordinary income even though, absent application of the PFIC rules, certain excess distributions might have been classified as capital gain.

The Fund may be eligible to elect alternative tax treatment with respect to PFIC shares. Under an election that currently is available in some circumstances, the Fund generally would be required to include in its gross income its share of the earnings of a PFIC on a current basis, regardless of whether distributions are received from the PFIC in a given year. If this election was made, the special rules, discussed above, relating to the taxation of excess distributions, would not apply. In addition, another election may be available that would involve marking to market the Fund’s PFIC shares at the end of each taxable year (and on certain other dates prescribed in the Code), with the result that unrealized gains are treated as though they were realized. If this election were made, tax at the Fund level under the PFIC rules would generally be eliminated, but the Fund could, in limited circumstances, incur nondeductible interest charges and any mark to market gains would be treated as ordinary income.

Because the application of the PFIC rules may affect, among other things, the character of gains, the amount of gain or loss and the timing of the recognition of income with respect to PFIC shares, as well as subject the Fund itself to tax on certain income from PFIC shares, the amount that must be distributed to Stockholders, and which will be taxed to Stockholders as ordinary income or long-term income capital gain, may be increased or decreased substantially as compared to a fund that did not invest in PFIC shares.

The Fund has received a private letter ruling from the Internal Revenue Service that provides that the Fund will not recognize gain or loss on the distribution of stocks or securities to stockholders in connection with repurchase offers made by the Fund.

Distributions

Dividends paid out of the Fund’s investment company taxable income (which includes any net short-term capital gains) will be taxable to a U.S. stockholder as ordinary income. Distributions of net capital gains (net long-term capital gains in excess of the sum of net short-term capital losses and any capital loss carryovers from prior years), if any, designated by the Fund as capital gain dividends, are taxable as long-term capital gains, regardless of how long the stockholder has held the Fund’s shares.

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Taxation

Dividends paid by the Fund will not qualify for the deduction for dividends received by corporations because the Fund’s income is not expected to consist of dividends paid by U.S. corporations. A portion of the Fund’s dividends may qualify for the 15% rate on qualified dividend income applicable to individual shareholders to the extent that the Fund’s income is derived from qualified dividends and to the extent that both the Fund and the individual shareholder satisfy a more than 60 day holding period requirement.

In the event the Fund retains any net capital gains, it may designate such retained amounts as undistributed capital gains in a notice to its Stockholders. In the event such a designation is made, Stockholders subject to U.S. tax would include in income, as long-term capital gains, their proportionate share of such undistributed amounts, but would be allowed a credit or refund, as the case may be, for their proportionate share of the 35% tax paid by the Fund. If the designation is made, for U.S. federal income tax purposes, the tax basis of shares owned by a stockholder would be increased by an amount equal to 65% of the amount of undistributed capital gains included in the stockholder’s income.

Investment company taxable income will be increased or decreased by the amount of foreign currency gains or losses realized by the Fund in connection with the disposition of peso-denominated debt securities as well as changes in peso/dollar exchange rates between the time the Fund accrues a receivable (typically, dividends, interest and payments for securities sold) or payable (typically, expenses and payments for securities purchased) and the time such receivable or payable is satisfied. The Fund cannot predict the impact of such transactions on company taxable investment income.

Sales of Shares

Upon the sale or other disposition of shares of the Fund, a stockholder generally will realize a taxable gain or loss. Such gain or loss will be a capital gain or loss if the shares are capital assets in the stockholder’s hands and generally will be long-term or short-term depending upon the stockholder’s holding period for the shares. Any loss realized on a sale or exchange will be disallowed to the extent the shares disposed of are replaced (including replacement through the Dividend Reinvestment Plan) within a period of 61 days, beginning 30 days before and ending 30 days after the shares are disposed of. In such a case, the basis of the shares acquired will be adjusted to reflect the disallowed loss. Any loss realized by a stockholder on a disposition of Fund shares held by the shareholder for six months or less will be treated as a long-term capital loss to the extent of any distributions of capital gain dividends received or treated as having received by the shareholder with respect to such shares.

Foreign Taxes

Mexican taxes may be imposed on the Fund (and not on its stockholders) and withheld as described above. In addition, a Mexican income tax may be imposed on the Fund to the extent it receives income from certain sources.

If more than 50% in value of the Fund’s total assets at the close of any taxable year consists of stocks or securities of foreign corporations, the Fund may elect to treat any Mexican income and similar taxes paid by it as paid by its Stockholders. The Fund anticipates that it will qualify annually to make the election. The Fund will notify Stockholders in writing each year if it makes the election and of the amount of Mexican taxes, if any, that would be treated as paid by the stockholders. If the Fund makes the election, the source (for U.S. federal income tax purposes) of the Fund’s income will flow through to Stockholders and stockholders will be required to include their proportionate share of the amount of foreign income and similar taxes paid by the Fund in income even though they do not actually receive such amounts.

67

Taxation

Generally, stockholders itemizing their deductions will be entitled to deduct the amount of Mexican taxes withheld from distributions to them and, if the Fund so elects, their proportionate share of the amount of Mexican income and similar taxes paid by the Fund, if any. Alternatively, stockholders may be eligible to claim a foreign tax credit for such amounts. However, under certain provisions of the code, stockholders may not be able to claim a credit for the full amount of Mexican taxes withheld from distributions or for the full amount of their proportionate share of Mexican income and similar taxes paid by the Fund. This is because, generally, a credit for foreign taxes is subject to the limitation that it may not exceed the stockholder’s U.S. federal income tax attributable to his foreign source taxable income. Under the Code, the Fund’s distributions are not treated as foreign source income. However, if the Fund elects to treat any Mexican income and similar taxes paid by it as paid by its stockholders, the source of the Fund’s income will instead flow through to its stockholders and such income may, at least in part, be foreign source income. Accordingly, the Fund will make such an election whether or not it pays any Mexican taxes. The U.S. Internal Revenue Service has issued a private ruling to the Fund to the effect that making such an election will serve to pass through to stockholders the source of the Fund’s income even if the Fund pays no foreign taxes.

Non-U.S. investors may not be able to credit or deduct the foreign taxes, but they may be deemed to have additional income from the Fund, equal to their share of the foreign taxes, that is subject to the U.S. withholding tax.

Gains, if any, from the sale of securities by the Fund generally will be treated as derived from U.S. sources and certain currency fluctuation gains, if any, from foreign currency-denominated debt securities, receivables and payables, will be treated as ordinary income derived from U.S. sources. In addition, the foreign tax credit is available only to the extent of the U.S. tax that would otherwise be payable on foreign source income Thus, even if the source of the Fund’s income passes through to stockholders, stockholders may be unable to claim a credit for the full amount of the Mexican taxes withheld from distributions or for the full amount of their proportionate share, if any, of the Mexican taxes paid by the Fund.

The foregoing is only a general description of the foreign tax credit. Because application of the credit depends on the particular circumstances of each stockholder, stockholders are advised to consult their own tax advisers.

Backup Withholding

The Fund may be required to withhold for U.S. federal income taxes 28% of all taxable distributions payable to stockholders who fail to provide the Fund with their certified U.S. taxpayer identification number (or certificate regarding foreign status) or the stockholder is otherwise subject to U.S. backup withholding. Similarly, proceeds from the sale or other disposition of shares of the Fund in the United States may be subject to backup withholding if the stockholder fails to provide a certified U.S. taxpayer identification number (or certificate regarding foreign status) in connection with the transaction, or if the stockholder is otherwise subject to U.S. backup withholding. Corporate stockholders and other stockholders specified in the Code are exempt from such backup withholding. Backup withholding is not an additional tax. Any amounts withheld may be credited against the stockholder’s U.S. federal income tax liability.

Foreign Stockholders

U.S. taxation of a stockholder who, as to the United States, is a non-resident alien individual, a foreign trust or estate, a foreign corporation or foreign partnership (“foreign stockholder”) depends on whether the income from the Fund is “effectively connected” with a U.S. trade or business carried on by such stockholder. Ordinarily, income from the Fund will not be treated as so “effectively connected”.

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Taxation

Income Not Effectively Connected. If the income from the Fund is not “effectively connected” with a U.S. trade or business carried on by the foreign stockholder, distributions of investment company taxable income will be subject to a U.S. tax of 30% (or lower treaty rate), which tax generally will be withheld from such distributions. Foreign stockholders may be subject to U.S. tax at the rate of 30% (or lower treaty rate) of the income resulting from the Fund’s election to treat any foreign taxes paid by it as paid by its stockholders, but may not be able to claim a credit or deduction for the foreign taxes treated as having been paid by them.

Capital gain dividends and amounts retained by the Fund which are designated as undistributed capital gains will not be subject to U.S. tax at the rate of 30% (or lower treaty rate) unless the foreign stockholder is a non-resident alien individual and is physically present in the United States for more than 182 days during the taxable year. However, this rule applies only in exceptional cases because any individual present in the United States for more than 182 days during a calendar year is generally treated as a resident for U.S. federal income tax purposes; in that case, he would be subject to U.S. federal income tax on his worldwide income at the graduated rates applicable to U.S. citizens, rather than the 30% U.S. withholding tax. In the case of a foreign stockholder who is a non-resident alien individual, the Fund may be required to withhold U.S. federal income tax at a rate of 28% of a capital gain dividend. See “Tax Considerations—Backup Withholding” above. If a foreign stockholder is a non-resident alien individual, any gain he realizes upon the sale of his Fund shares in the United States will ordinarily be exempt from U.S. tax unless (1) he is physically present in the United States for more than 182 days during the taxable year or is otherwise considered to be a resident alien of the United States or (2) backup withholding applies. See “Tax Considerations—Backup Withholding” above.

Income Effectively Connected. If the income from the Fund is “effectively connected” with a U.S. trade or business carried on by a foreign stockholder, then distributions of investment company taxable income and net capital gains, amounts retained by the Fund which are designated as undistributed capital gains and any gains realized upon the sale of shares of the Fund, will be subject to U.S. federal income tax at the graduated rates applicable to U.S. citizens, residents and domestic corporations. Such stockholders may also be subject to the branch profits tax imposed under the Code.

The tax consequences to a foreign stockholder entitled to claim the benefits of an applicable tax treaty may be different from those described herein. Foreign stockholders are advised to consult their own tax advises with respect to the particular tax consequences to them of an investment in the Fund.

Other Tax Considerations

Distributions from the Fund and sales or other dispositions of shares of the Fund may be subject to additional state, local and foreign taxes depending on each Stockholder’s particular situation. Stockholders are advised to consult their own tax advisers with respect to the particular tax consequences to them of an investment in the Fund.

69

Capital st ock

The following summary of the terms of the stock of the Fund does not purport to be complete and is subject to and qualified in its entirety by reference to the Maryland General Corporation Law, the Fund’s Charter and the Bylaws.

General

Set forth below is information with respect to the Fund’s outstanding securities as of August 31, 2004:

Title of Class	Number of Shares Authorized	Number of Shares Held by the Fund or for its Account	Number of Shares Issued and Outstanding
Common Stock	150,000,000 shares	–0–	14,024,886

Common Stock

The Fund’s Charter authorizes the issuance of up to 150,000,000 shares of Common Stock. At August 31, 2004, there were 14,024,886 outstanding shares of common stock of the Fund, all of which are fully paid and non-assessable. All shares of common stock have equal rights as to dividends, and voting and have no conversion, preemptive or other subscription rights. In the event of liquidation, each share of common stock is entitled to its proportion of the Fund’s assets after the payment of debts and expenses. Holders of shares of common stock are entitled to one vote per share and do not have cumulative voting rights. The Fund will hold regular annual meetings of stockholders in accordance with the laws of Maryland and the rules of the NYSE. Except with respect to appraisal rights arising in connection with the Maryland Control Share Acquisition Act discussed below, as permitted by the Maryland General Corporation Law, stockholders will not be entitled to appraisal rights.

The shares of the Fund’s common stock commenced trading on the NYSE, on June 4, 1981. For the quarter ended July 31, 2004, the highest trading price was $19.74 and the lowest trading price was $17.11. During the same period, the net asset value ranged from a low of $19.36 to a high of $21.70. Total trading volume of the NYSE during the period was 906,100 shares. On August 31, 2004, the closing price on the NYSE was $19.21 and the net asset value was $21.33.

Beneficial Ownership

To the best of the Fund’s knowledge, as of August 13, 2004 [30 days prior to date of filing], no person or group beneficially owned more than 5% of the outstanding Shares of the Fund.

No Preemptive Rights

No holder of Shares has any preemptive right to acquire from the Fund any capital stock of the Fund whether now or hereafter authorized.

Certain Provisions of the Charter and Bylaws

Maryland Control Share Acquisition Act

The Maryland Control Share Acquisition Act provides that control shares of a Maryland corporation acquired in a control share acquisition have no voting rights except to the extent approved by a vote of two-thirds of the votes entitled to be cast on the matter. Shares owned by the acquiror, by officers or by

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Capital stock

directors who are employees of the corporation are excluded from shares entitled to vote on the matter. Control shares are voting shares of stock which, if aggregated with all other shares of stock owned by the acquiror or in respect of which the acquiror is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquiror to exercise voting power in electing directors within one of the following ranges of voting power:

Ø one-tenth or more but less than one-third;

Ø one-third or more but less than a majority; or

Ø a majority or more of all voting power.

The requisite stockholder approval must be obtained each time an acquiror crosses one of the thresholds of voting power set forth above. Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously obtained stockholder approval. A control share acquisition means the acquisition of control shares, subject to certain exceptions.

A person who has made or proposes to make a control share acquisition may compel the board of directors of the corporation to call a special meeting of stockholders to be held within 50 days of demand to consider the voting rights of the shares. The right to compel the calling of a special meeting is subject to the satisfaction of certain conditions, including an undertaking to pay the expenses of the meeting. If no request for a meeting is made, the corporation may itself present the question at any stockholders meeting.

If voting rights are not approved at the meeting or if the acquiring person does not deliver an acquiring person statement as required by the statute, then the corporation may repurchase for fair value any or all of the control shares, except those for which voting rights have previously been approved. The right of the corporation to repurchase control shares is subject to certain conditions and limitations, including, as provided in the Fund’s bylaws, compliance with the 1940 Act. Fair value is determined, without regard to the absence of voting rights for the control shares, as of the date of the last control share acquisition by the acquiror or of any meeting of stockholders at which the voting rights of the shares are considered and not approved. If voting rights for control shares are approved at a stockholders meeting and the acquiror becomes entitled to vote a majority of the shares entitled to vote, all other stockholders may exercise appraisal rights. The fair value of the shares as determined for purposes of appraisal rights may not be less than the highest price per share paid by the acquiror in the control share acquisition.

The Control Share Acquisition Act does not apply (a) to shares acquired in a merger, consolidation or share exchange if the corporation is a party to the transaction or (b) to acquisitions approved or exempted by the charter or bylaws of the corporation.

The Board of Directors of the Fund has adopted a resolution that makes the Control Share Act applicable to the Fund. However, the Bylaws of the Fund provide that the election to be subject to the Control Share Act shall not apply to votes entitled to be cast by holders of control shares in connection with any action required by the 1940 Act to be approved by the stockholders by the vote of a majority of the outstanding voting securities (as defined by the 1940 Act) of the Corporation This resolution and this Bylaw may be altered or repealed, in whole or in part, at any time by the Fund’s board of directors.

Charter and Bylaw Provisions

The Fund has provisions in its Charter and Bylaws that could have the effect of delaying, deferring, preventing or otherwise limiting the ability of other entities or persons to acquire control of the Fund, to cause it to engage in certain transactions or to modify its structure. These provisions may be regarded as “anti-takeover” provisions.

71

Capital stock

The Board of Directors of the Fund is divided into three classes each having a term of three years. Each director serves for three years and until his or her successor is duly elected and qualifies. Each year, the term of one class expires and the successor or successors elected to that class will serve for a three-year term. The classified Board could delay for up to two years the replacement of a majority of the Board of Directors by Stockholders. The Fund’s Bylaws provide that the affirmative vote of the holders of a majority of the outstanding shares of stock entitled to vote in the election of directors will be required to elect a director. The Fund also has certain Board composition and director qualification requirements. A director may be removed from office for cause and only by the affirmative vote of at least 80% of the Fund’s outstanding shares of capital stock. The Fund’s Charter provides that the number of directors will be set only by the Board of Directors. Except as otherwise required by law, any vacancy on the Board of Directors can be filled only by the affirmative vote of the majority of the remaining directors in office even if the remaining directors do not constitute a quorum. The Bylaws also require that advance notice be given to the Fund in the event a stockholder desires to nominate a person for election to the Board of Directors or to transact any other business at a meeting of Stockholders. The Fund’s Bylaws provide that special meetings of stockholders may be called by the Board of Directors and certain of our officers. Additionally, the Charter and Bylaws provide that, subject to the satisfaction of certain procedural and informational requirements by the stockholders requesting the meeting, a special meeting of stockholders will be called by the secretary of the Fund upon the written request of stockholders entitled to cast not less than a majority of all the votes entitled to be cast at such meeting.

A vote of two-thirds of the Fund’s outstanding shares are required for certain actions including merger or consolidation of the Fund with another company or the sale of substantially all of its assets to another company; open-ending the Fund; dissolving the Fund and stockholder proposals regarding specific investment decisions with respect to investment of the Fund’s assets.

The general purpose of these provisions is to encourage potential acquirers of more than certain percentages of voting shares of the Fund in market transactions, either to negotiate with the Board, as the elected representatives of the Stockholders, or to obtain the approval of the Stockholders for any proposed plan of action.

The full text of these provisions can be found in the Fund’s Charter and Bylaws, on file with the SEC, but also on the Fund’s website, www.themexicofund.com under “Corporate Governance.” These provisions could have the effect of depriving stockholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging a third party from seeking to obtain control of the Fund in a tender offer or similar transaction. The Board of Directors believes that the provisions of the Fund’s Charter and Bylaws described above provide the advantage of greater assurance of continuity of board and management composition and policies and has determined that the foregoing provisions are in the best interests of the Fund’s Stockholders generally.

Custodian and tra nsfer agent

Pursuant to an Amended and Restated Custody Agreement dated October 5, 1995, BBVA Bancomer Servicios, SA, acts as the Fund’s custodian. For assets of the Fund held in the United States, pursuant to a contract dated April 5, 2000, Comerica Bank acts as custodian. The Board has delegated various foreign custody responsibilities to the Investment Adviser, as the “Foreign Custody Manager” for the Fund to the extent permitted under the 1940 Act and the rules thereunder. See “Risk Factors and Special Considerations—Foreign Custody.”

American Stock Transfer & Trust Company acts as the Fund’s dividend paying agent, transfer agent and registrar for the Fund’s Common Stock.

72

Exper ts

The financial statements, insofar as they relate to the periods from November 1, 2001 through October 31, 2003, incorporated by reference in this Prospectus have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, the independent registered public accounting firm of the Fund, given on the authority of said firm as experts in accounting and auditing. The principal place of business of PricewaterhouseCoopers LLP is located at 300 Madison Avenue, New York, New York 10017. The audit services they provide include examination of the financial statements of the Fund, services relating to filings by the Fund with the SEC and consultation on matters related to the preparation and filing of tax returns. Previous to November 1, 2001, the Fund’s financial statements were audited by Arthur Andersen LLP as the Fund’s independent auditors who have ceased operations.

73

Distribution arrangements

UBS Securities LLC will act as Dealer Manager for the offer. Under the terms and subject to the conditions contained in the Dealer Manager Agreement dated [date on cover], among the Fund and the Dealer Manager (“Dealer Manager Agreement”), the Dealer Manager will provide financial advisory and marketing services in connection with the offer and will solicit the exercise of Rights and participation in the Over-Subscription Privilege. The offer is not contingent upon any number of Rights being exercised. The Fund has agreed to pay the Dealer Manager a fee for its financial advisory, marketing and soliciting services equal to 3.75% of the aggregate Subscription Price for Shares issued pursuant to the offer. The Dealer Manager fee will be borne by the Fund and indirectly by all of the Fund’s Stockholders, including those who do not exercise their Rights.

The Dealer Manager will reallow to broker-dealers included in the selling group to be formed and managed by the Dealer Manager (“Selling Group Members’) selling fees equal to 2.50% of the Subscription Price per Share for each Share issued pursuant to the offer as a result of their selling efforts. In addition, the Dealer Manager will reallow to other broker-dealers that have executed and delivered a soliciting dealer agreement and have solicited the exercise of Rights, solicitation fees equal to 0.50% of the Subscription Price per Share for each Share issued pursuant to the exercise of Rights as a result of their soliciting efforts, subject to a maximum fee based upon the number of shares of Common Stock held by each broker-dealer through DTC on the Record Date. Fees will be paid to the broker-dealer designated on the applicable portion of the Subscription Certificates or, in the absence of such designation, to the Dealer Manager.

In addition, the Fund will reimburse the Dealer Manager an amount equal to $100,000 as partial reimbursement for its expenses incurred in connection with the offer. The Fund has agreed, jointly and severally, to indemnify the Dealer Manager or contribute to losses arising out of certain liabilities including liabilities under the 1933 Act. The Dealer Manager Agreement also provides that the Dealer Manager will not be subject to any liability to the Fund or the Investment Adviser in rendering the services contemplated by such Agreement except for any act of bad faith, willful misconduct or gross negligence of the Dealer Manager or reckless disregard by the Dealer Manager of its obligations and duties under such Agreement.

The Investment Adviser also acts as the Fund’s Administrator and receives compensation from the Fund in connection with its services. See “Administration Agreement.”

Prior to the expiration of the offer, the Dealer Manager may independently offer for sale shares of Common Stock, including Shares acquired through purchasing and exercising the Rights, at prices it sets. The Dealer Manager may realize profits or losses independent of any fees described in this prospectus.

In the ordinary course of their businesses, the Dealer Manager and its affiliates may engage in investment banking or financial transactions with the Fund, the Investment Adviser and their affiliates.

The Fund will bear the expenses of the offer, which will be paid from the proceeds of the offer. These expenses include, but are not limited to: the expense of preparation and printing of the prospectus for the offer, the expense of counsel and auditors in connection with the offer, the out-of-pocket expenses incurred by the Officers of the Fund and others in connection with the offer.

The principal business address of UBS Securities LLC is 299 Park Avenue, New York, New York 10171-0026.

74

Le gal matters

The validity of the shares offered hereby will be passed on for the Fund by Dechert LLP, 1775 I Street, NW, Washington, DC 20006 and certain legal matters relating to the offer will be passed on for the Dealer Manager by Skadden, Arps, Meagher & Flom LLP, 333 West Wacker Drive, Suite 2100, Chicago, IL 60606. Dechert LLP and Skadden, Arps, Meagher & Flom LLP will rely as to certain matters of Maryland law on the opinion of Venable LLP, Two Hopkins Plaza, Suite 1800, Baltimore, MD 21201-2978. Matters of Mexican law will be passed on for the Fund by Creel, García-Cuéllar y Müggenburg, Paseo de los Tamarindos 60, Col. Bosque de las Lomas, 05120 Mexico, D.F.

Samuel García-Cuéllar, a partner of Creel, García-Cuéllar y Müggenburg, S.C., serves as Secretary of the Fund. Sander M. Bieber, a member of Dechert LLP, serves as Assistant Secretary to the Fund.

75

Finan cial statements

The required financial statements are included in the Fund’s 2003 Annual Report and the Fund’s 2004 Semi-Annual Report which are incorporated by reference herein. These statements include: Schedules of Investments as of October 31, 2003 and April 30, 2004 (unaudited); Statements of Assets and Liabilities as of October 31, 2003 and April 30, 2004 (unaudited); Statements of Operations for the fiscal year ended October 31, 2003 and the six months ended April 30, 2004 (unaudited); Statements of Changes in Net Assets for the fiscal years ended October 31, 2003 and 2002 and the six months ended April 30, 2004 (unaudited) and Financial Highlights for a share of common stock outstanding during the six months ended April 30, 2004 (unaudited) and each of the fiscal years ended October 31, 2003, 2002, 2001, 2000 and 1999. A copy of the Fund’s 2003 annual and 2004 semi-annual reports are available at the SEC’s website at http://www.sec.gov. Copies may also be obtained free of charge upon written or oral request from the Fund’s information agent at Georgeson Shareholder Communications Inc. 17 State Street, 10th Floor, New York, New York 10004 or (800) 965-5216.

F-1

No dealer, salesperson or any other person has been authorized to give any information or to make any representations other than those contained in this Prospectus in connection with the Offer made by this Prospectus and, if given or made, such information or representations must not be relied upon as having been authorized by the Fund, the Investment Adviser or the Dealer Manager. This Prospectus does not constitute an offer to sell or the solicitation of any offer to buy any security other than the shares of Common Stock offered by this Prospectus, nor does it constitute an offer to sell or a solicitation of any offer to buy the shares of Common Stock by anyone in any jurisdiction in which such offer or solicitation is not authorized, or in which the person making such offer or solicitation is not qualified to do so, or to any such person to whom it is unlawful to make such offer or solicitation. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that information contained herein is correct as of any time subsequent to the date hereof. However, if any material change occurs while this Prospectus is required by law to be delivered, the Prospectus will be amended or supplemented accordingly.

TABLE OF CONTENTS

	Page
Prospectus Summary	3
Fund Expenses	12
Financial Highlights	13
The Offer	15
Use of Proceeds	29
The Fund	30
Investment Objective and Policies	31
Investment Restrictions	34
Risk Factors and Special Considerations	35
Portfolio Composition	42
Management of the Fund	44
Code of Ethics	54
Management Agreement	54
Legal Proceedings	58

	Page
Proxy Voting Policy	58
Administration Agreement	59
Portfolio Transactions and Brokerage	60
Net Asset Value of Common Stock	60
Dividends and Capital Gain Distributions; Dividend Reinvestment Plan	61
Taxation	64
Capital Stock	70
Custodian and Transfer Agent	72
Experts	73
Distribution Arrangements	74
Legal Matters	75
Financial Statements	F-1

Until             , all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a Prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a Prospectus when acting as Underwriters and with respect to their unsold allotments or subscriptions.

4,694,962

Shares of Common Stock

THE MEXICO FUND, INC.

Managed by

Impulsora del Fondo México, sa de cv

Issuable Upon Exercise of

Transferable Rights to

Subscribe for Such

Shares of Common Stock

PROSPECTUS

UBS Investment Bank

[record date +2]

Part C

Other information

Item 24. FINANCIAL STATEMENTS AND EXHIBITS

1.		Financial Statements
		Schedule of Investments as of October 31, 2003(1)
		Statement of Assets and Liabilities as of October 31, 2003(1)
		Statement of Operations for the fiscal year ended October 31, 2003(1)
		Statements of Changes in Net Assets for the fiscal years ended October 31, 2003 and 2002(1)
		Notes to Financial Statements(1)
		Financial Highlights for a share of common stock outstanding during each of the fiscal years ended October 31, 2003, 2002, 2001, 2000 and 1999(1)
		Schedule of Investments as of April 30, 2004(2)
		Unaudited Statement of Assets and Liabilities as of April 30, 2004(2)
		Unaudited Statement of Operations for the six months ended April 30, 2004(2)
		Statement of Changes in Net Assets for the six months ended April 30, 2004 (unaudited) and the fiscal year ended October 31, 2003(2)
		Notes to Financial Statements (Unaudited)(2)
		Financial Highlights for a share of common stock outstanding during the six months ended April 30, 2004 (unaudited) and each of the fiscal years ended October 31, 2003, 2002, 2001, 2000 and 1999(2)
2.		Exhibits
a	)	1) Amended and Restated Articles of Incorporation dated March 5, 1998
		2) Articles Supplementary dated November 29, 2000
		3) Articles Supplementary dated December 4, 2003
b	)	Amended and Restated By-laws as of December 3, 2003
c	)	Not Applicable
d	)	1) Form of Subscription Certificate*
		2) Form of Notice of Guaranteed Delivery and Form of Beneficial Owner Certification Form*
		3) Subscription Agent Agreement between Registrant and American Stock Transfer and Trust Company*
		4) Information Agent Agreement between Registrant and Georgeson Shareholder Communications Inc.*
e	)	Dividend Reinvestment Plan*
f	)	Not Applicable

g	)	Amended and Restated Investment Advisory and Management Agreement, dated April 28, 2003 between the Registrant and the Investment Adviser
h	)	Dealer Manager Agreement between the Registrant and UBS Securities LLC*
i	)	Not Applicable
j	)	1) Amended and Restated Custody Agreement dated March 31, 1998 between Registrant and BBVA Bancomer Servicios, SA*
		2) Custody Agreement between Registrant and Comerica Bank dated April 5, 2000*
		3) Foreign Custody Delegation Agreement between Registrant and the Investment Adviser dated June 13, 2000
k	)	1) Amended and Restated Administrative Services Agreement between Registrant and Impulsora del Fondo Mexico, sa de cv dated June 18, 2002
		2) Dividend Reinvestment Plan Transfer Agency and Registrar Agreement between Registrant and American Stock Transfer and Trust Company dated June 23, 1993*
		3) Standstill Agreement between Registrant and Laxey Partners Limited dated March 7, 2002
		4) Service Agreement between Registrant and Dechert LLP dated June 22, 2001*
		5) Transfer Agency and Registration Agreement between Registrant and American Stock Transfer and Trust Company dated July 6, 1989*
l	)	1) Form of Opinion and Consent of Dechert LLP*
		2) Form of Opinion and Consent of Skadden, Arps, Slate, Meagher & Flom LLP*
m	)	Not Applicable*
n	)	Consent of PricewaterhouseCoopers LLP, the independent registered public accounting firm of the Registrant*
o	)	Not Applicable
p	)	Not Applicable
q	)	Not Applicable
r	)	1) Code of Ethics of Registrant and the Investment Adviser adopted pursuant to Rule 17j-1 of the Investment Company Act of 1940
s	)	Power of Attorney dated June 18, 2002**

* To be filed by amendment or incorporated by reference.

** Incorporated by reference from Post-Effective Amendment No. 37 filed on July 11, 2002.

(1) Incorporated by reference from Form N-CSR filed on December 19, 2003.

(2) Incorporated by reference from Form N-CSRS filed on July 9, 2004.

Item 25. MARKETING ARRANGEMENTS

Not Applicable

Item 26. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the estimated expenses to be incurred in connection with the offering described in this Registration Statement:

Registration fees	$	10,194
NYSE listing fee	$	16,363
Printing and Postage (including subscription certificates)	$	95,000
Fees and expenses of qualifications under state securities laws (including fees of counsel)	$	—
Legal fees and expenses	$	180,000
Accounting fees and expenses	$	35,000
National Association of Securities Dealers fees	$	—
Reimbursement of Dealer Manager expenses	$	100,000
Subscription Agent fee and expenses	$	110,000
Information Agent fees and expenses	$	19,000
Miscellaneous	$	24,443
Total	$	590,000

Item 27. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

None.

Item 28. NUMBER OF HOLDERS OF SECURITIES

TITLE OF CLASS	NUMBER OF RECORD HOLDERS AT AUGUST 31, 2004
Common Stock, par value $1.00 per share	14,024,886

Item 29. INDEMNIFICATION

Maryland law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty established by a final judgment as being material to the cause of action.

The Registrant’s Charter provides that no director or officer of the Registrant shall have any personal liability to the Registrant or its stockholders for money damages, except to the extent such exemption from liability or limitation thereof is not permitted by law (including the Investment Company Act of 1940) or as the same may hereafter be amended.

The Registrant’s Bylaws obligate the Registrant to indemnify current or former directors, officers, employees and agents of the Registrant to the maximum extent permissible under the Maryland General Corporation Law. In addition, the Registrant may purchase insurance on behalf of any current or former director, officer, employee or agent of the Registrant with respect to certain liabilities. The Bylaws provide, however, that the Registrant’s directors and officers and certain agents shall not be indemnified against liability arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of their office or under any contract or agreement with the Registrant. The Registrant will not indemnify any such person unless the court or other body before which a proceeding is brought dismisses the proceeding for insufficiency of evidence or reaches a final decision on the merits that the person was not liable by reason of the disabling conduct or; absent such a decision, a reasonable

determination is made, based upon a review of the facts, by a vote of a majority of a quorum of the Directors of the Registrant who are neither interested persons of the Registrant as defined in the Investment Company Act of 1940 nor parties to the proceeding; or if such quorum is not obtainable, or even if obtainable, if a majority of a quorum of such directors so direct, by independent legal counsel in a written opinion, that such person was not liable by reason of disabling conduct. The Bylaws further provide that the Registrant may pay expenses incurred in defending a proceeding involving a director, officer, employee or agent in advance of the final disposition of the proceeding upon the undertaking by such person to repay the expenses (unless it is ultimately determined that he or she is entitled to indemnification), if (1) such person provides adequate security for the undertaking, (2) the Registrant is insured against losses arising by reason of the advance or (3) a majority of a quorum of such disinterested directors or, independent legal counsel in a written opinion, determines, based on readily available facts, that there is reason to believe that such person will be found to be entitled to indemnification.

Maryland law requires a corporation (unless its charter provides otherwise, which the Registrant’s charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made, or threatened to be made, a party by reason of his or her service in that capacity. Maryland law permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made, or threatened to be made, a party by reason of their service in those or other capacities unless it is established that (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (1) was committed in bad faith or (2) was the result of active and deliberate dishonesty, (b) the director or officer actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, under Maryland law, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that a personal benefit was improperly received, unless in either case a court orders indemnification, and then only for expenses. In addition, Maryland law permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of (a) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation and (b) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the standard of conduct was not met.

The Fund maintains insurance on behalf of any person who is or was a director or officer of the Fund, against certain liability asserted against him and incurred by him arising out of his position.

Insofar as indemnification for liability arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the Registrant, pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such issue.

Reference is made to Section 7 of the Dealer Manager Agreement, a form of which will be filed as Exhibit (h) hereto, for provisions relating to the indemnification of the Dealer Manager.

The Management and Administration Agreements, filed as Exhibits (g) and (k)(1) limit the liability of Registrant’s investment adviser and administrator.

ITEM 30. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISOR

Information as to the directors and officers of Impulsora del Fondo Mexico, sa de cv is included in its Form ADV filed with the SEC (SEC File No. 801-16064) and is incorporated herein by reference thereto.

ITEM 31. LOCATION OF ACCOUNTS AND RECORDS.

Certain accounts, books and other documents required to be maintained pursuant to Section 31(a) of the Investment Company Act of 1940 and the Rules promulgated thereunder are maintained by Dechert LLP, 1775 I Street, Washington, DC 20006 and the Fund’s Investment Adviser, Impulsora del Fondo Mexico, sa de cv, Aristóteles 77, 3rd Floor, Col. Polanco, 11560 México, D.F., México; and those relating to the duties of the transfer agent, dividend paying agent and registrar are maintained by American Stock Transfer & Trust Company, 59 Maiden Lane, New York, NY 10038.

ITEM 32. MANAGEMENT SERVICES

Not applicable.

ITEM 33. UNDERTAKINGS.

(1) Registrant undertakes to suspend the offering of the shares of Common Stock covered hereby until it amends its Prospectus contained herein if (a) subsequent to the effective date of this Registration Statement, its net asset value per share of Common Stock declines more than 10% from its net asset value per share of Common Stock declines more than 10% from its net asset value per share of Common Stock as of the effective date of this Registration Statement, or (b) its net asset value per share of Common Stock increases to an amount greater than its net proceeds as stated in the Prospectus contained herein.

(2) Not applicable.

(3) Not applicable.

(4) Not applicable.

(5) Registrant undertakes that:

(a) For purposes of determining any liability under the Securities Act of 1933, as amended, the information omitted from the form of prospectus filed as part of the Registration Statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrant pursuant to Rule 497(h) under the Securities Act of 1933, as amended, shall be deemed to be part of this Registration Statement as of the time it was declared effective.

(b) For purposes of determining any liability under the Securities Act of 1933, as amended, each post-effective amendment that contains a form of prospectus shall be deemed to a new registration statement relating to the securities at that time shall be deemed to be the initial bona fide offering thereof.

(6) Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery, within two business days of receipt of a written or oral request, any Statement of Additional Information.

Signatures

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized on the 15th day of September 2004.

THE MEXICO FUND, INC. (Registrant)
By:	/s/    JÓSE LUIS GÓMEZ PIMIENTA*
	Jóse Luis Gómez Pimienta President (Principal Executive Officer)

* Executed by Dilia M. Caballero, Attorney-in-Fact pursuant to Power of Attorney dated June 18, 2002.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Sander M. Bieber and Dilia M. Caballero, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signatures	Title	Date
/s/    JUAN GALLARDO T.*         Juan Gallardo T.	Chairman and Director	September 15, 2004
/s/    PHILIP CALDWELL*         Philip Caldwell	Director	September 15, 2004
/s/    JÓSE LUIS GÓMEZ PIMIENTA*         Jóse Luis Gómez Pimienta	Director	September 15, 2004
/s/    CLAUDIO X. GONZÁLEZ*         Claudio X. González	Director	September 15, 2004
/s/    ROBERT L. KNAUSS*         Robert L. Knauss	Director	September 15, 2004
/s/    EMILIO CARRILLO GAMBOA*         Emilio Carrillo Gamboa	Director	September 15, 2004
/s/    JAIME SERRA PUCHE*         Jaime Serra Puche	Director	September 15, 2004

* Executed by Dilia M. Caballero, Attorney-in-Fact pursuant to Power of Attorney dated June 18, 2002.

EX-2.A.1

EXHIBIT 2(a)(1)

ARTICLES OF AMENDMENT AND

RESTATEMENT OF THE

ARTICLES OF INCORPORATION OF

THE MEXICO FUND, INC.

THE MEXICO FUND, INC., a Maryland Corporation (hereinafter called the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: The text of the Articles of Incorporation of the Corporation is hereby amended and restated to read in its entirety as follows:

FIRST: The name of the corporation is THE MEXICO FUND, INC. (the “Corporation”).

SECOND: Corporate Purposes.

(a) The purposes for which the Corporation is formed are to act as a closed-end, diversified management investment company under the Investment Company Act of 1940, as amended (“1940 Act”), and to invest its assets, other than for short term temporary purposes, in Mexican securities as specified in clause (1) below and to exercise and enjoy all of the powers, rights and privileges granted to or conferred upon corporations by the General Laws of the State of Maryland now or hereafter in force, including:

(1) To hold, invest and reinvest the funds of the Corporation, and to purchase, subscribe for or otherwise acquire, to hold for investment or otherwise, to trade and deal in, sell, assign, negotiate, transfer, exchange, lend, pledge or otherwise dispose of or turn to account or realize upon, securities (which term “securities” shall include stocks, shares, bonds, debentures, bills, time notes, mortgages and any other evidence of indebtedness; and any certificates, receipts, warrants or other instruments representing rights to receive, purchase or subscribe for the same, or evidencing or representing any other rights or interest, including all rights of equitable ownership, therein, or in any property or assets; and any negotiable or non-negotiable instruments

and money market instruments, including bank certificates of deposit, finance paper, commercial paper, bankers’ acceptances and all kinds of repurchase and reverse repurchase agreements) of any Mexican corporation, association, trust, firm or other organization however and wherever established or organized pursuant to the laws of the United Mexican States, as well as securities issued by the Federal government of Mexico, any state, municipality or other political sub-division or any other governmental or quasi-governmental agency or instrumentality thereof.

(2) To enjoy all rights, powers and privileges of ownership or interest in all securities held by the Corporation, and to do all acts for the preservation, protection, improvement and enhancement in value of all such securities.

(3) To issue and sell shares of its own capital stock, rights to purchase such capital stock, and securities convertible into such capital stock in such amounts and on such terms and conditions, for such purposes and for such amount or kind of consideration (including securities) now or hereafter permitted by the laws of the State of Maryland, by the 1940 Act, and by these Articles, as its Board of Directors may, and is hereby authorized to, determine.

(4) To purchase or otherwise acquire, hold, dispose of, resell, transfer, reissue or cancel shares of its capital stock, in any manner and to the extent now or hereafter permitted by the laws of the State of Maryland, by the 1940 Act, and by these Articles.

(5) To conduct and carry on its business, or any part thereof, to have one or more offices, and to exercise any or all of its corporate powers and rights, in the State of Maryland and in any other states, territories, districts, and dependencies of the United States, and in any foreign countries.

(6) In general to carry on any other business in connection with or incidental to its corporate purposes, to do everything necessary, suitable or proper for the accomplishment of

- 2 -

such purposes or for the attainment of any object or the furtherance of any power hereinbefore set forth, either alone or in association with others, to do every other act or thing incidental or appurtenant to or growing out of or connected with its business or purposes, objects or powers, and, subject to the foregoing, to have and exercise all the powers, rights and privileges conferred upon corporations by the laws of the State of Maryland as in force from time to time.

(b) The foregoing clauses (1) - (6) inclusive shall be construed both as objects and powers and the enumeration of specific powers shall not be held to limit or restrict in any manner the general powers of the Corporation, except as set forth in this Article Second.

(c) Incident to meeting the purposes specified above, the Corporation also shall have the power:

(1) To acquire (by purchase, lease or otherwise) and to hold, use, maintain, develop and dispose (by sale or otherwise) of any property, real or personal, and any interest therein.

(2) To borrow money and, in this connection, issue notes or other evidence of indebtedness.

(3) Subject to any applicable provisions of law, to buy, hold, sell, and otherwise deal in and with foreign exchange.

- 3 -

THIRD: Address and Resident Agent.

The post office address of the principal office of the Corporation in the State of Maryland is The Corporation Trust, Incorporated, 300 East Lombard Street, 14^th Floor, Baltimore, Maryland 21202. The name and address of the resident agent of the Corporation in the State of Maryland is The Corporation Trust Incorporated, whose post office address is 300 East Lombard Street, 14^th Floor, Baltimore, Maryland 21202.

FOURTH: Capital Stock.

The total number of shares of stock which the Corporation shall have authority to issue is one hundred fifty million (150,000,000) shares, all of one class called Common Stock of one dollar ($1.00) par value each, having an aggregate par value of $150,000,000.

FIFTH: Board of Directors.

The number of directors of the Corporation shall be not less than three and currently is seven, and the names of those persons who are currently in office and who shall serve as such directors until their successors are elected and qualified are: Class I: Philip Caldwell and Jaime Serra-Puche; Class II: Claudio X. González, José Luis Gómez Pimienta and Robert L. Knauss; Class III: Juan Gallardo T. and Augustín Santamarina V. The By-Laws of the Corporation may (1) fix the number of directors at a number greater than that fixed in these Articles, (2) authorize the Board of Directors, by the vote of a majority of the entire Board of Directors, to increase or decrease the number of directors fixed by these Articles or by the By-Laws within a limit specified in the By-Laws (provided that in no case shall the number of directors be less than three) and to fill the vacancies created by any such increase in the number of directors, and (3) provide citizenship and residence requirements for the directors. Unless otherwise provided by the By-Laws of the Corporation, the directors of the Corporation need not be stockholders thereof.

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SIXTH: Management of the Affairs of the Corporation.

(a) All corporate powers and authority of the Corporation (except as at the time otherwise provided by statute, by these Articles or by the By-Laws) shall be vested in and exercised by the Board of Directors.

(b) The Board of Directors shall have the power to make, alter or repeal the By-Laws of the Corporation except to the extent that the By-Laws otherwise provide. The By-Laws may provide that meetings of the stockholders may be held at any place in the United States provided in, or fixed by the Board of Directors, pursuant to the By-Laws. The By-Laws may also provide for the conduct of meetings of the Board of Directors or committees thereof by means of a telephone conference circuit.

(c) The Board of Directors shall have power from time to time to authorize payment of compensation to the directors for services to the Corporation, as provided in the By-laws, including fees for attendance at meetings of the Board of Directors and of committees.

(d) The Board of Directors shall have power from time to time to determine whether and to what extent, and at what times and places and under what conditions and regulations, the accounts and books of the Corporation (other than the stock ledger) or any of them shall be open to the inspection of stockholders; and no stockholder shall have any right to inspect any account, book or document of the Corporation except at such time as is conferred by statute or the By-Laws.

(e) Both stockholders and directors shall have power, if the By-Laws so provide, to hold their meetings and to have one or more offices, within or without the State of

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Maryland and to keep the books of the Corporation (except as otherwise required by statute) outside the State of Maryland, at such places as from time to time may be designated by the By-Laws or the Board of Directors.

SEVENTH: Indemnification

(a) No Director or officer shall have any personal liability to the Corporation or its stockholders for monetary damages, except to the extent such exemption from liability or limitation thereof is not permitted by law (including the 1940 Act) as currently in effect or as the same may hereafter be amended.

(b) No amendment, modification or repeal of this Article Seventh shall adversely affect any right or protection of a Director or officer that exists at the time of such amendment, modification or repeal.

EIGHTH: Special Vote of Stockholders.

The vote of the holders of two-thirds of the outstanding shares of the Corporation, in addition to any vote of the Directors of the Corporation as may be required by the By-Laws, shall be necessary to effect any of the following actions:

(i) a merger or consolidation of the Corporation with or into, or the sale of substantially all of the Corporation’s assets to, any other company;

(ii) the dissolution of the Corporation;

(iii) any amendment to these Articles to make the Corporation’s Common Stock a redeemable security (as such term is defined in the 1940 Act); or

(iv) any stockholder proposal as to specific investment decisions made or to be made with respect to the Corporation’s assets.

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NINTH: Name.

The Corporation shall cease use of its corporate name in the event of a change in its corporate purpose, as provided in Article Second, clause (a)(1), to invest in Mexican securities.

TENTH: Reservation of Right to Amend.

From time to time any of the provisions of these Articles, with the exception of Articles Second, Eighth, Ninth and this Article Tenth, may be amended, altered or repealed (including any amendment which changes the terms of any of the outstanding stock by classification, reclassification or otherwise) upon the affirmative vote of a majority of the shares of capital stock of the Corporation at the time outstanding and entitled to vote, and other provisions which might under the statutes of the State of Maryland at the time in force be lawfully contained in articles of incorporation may be added or inserted upon the vote of the holders of a majority of the shares of Common Stock of the Corporation at the time outstanding and entitled to vote; and all rights at any time conferred upon the stockholders of the Corporation by these Articles are granted subject to the provisions of this Article Tenth. The provisions of Articles Second, Eighth, Ninth, and this Article Tenth may be amended, altered, or repealed only upon the affirmative vote of two-thirds of the outstanding shares of Common Stock of the Corporation.

ELEVENTH: Duration.

The duration of the Corporation shall be perpetual.

SECOND: The Corporation desires to amend and restate is Articles of Incorporation as currently in effect. The provisions set forth in these Articles of Amendment and Restatement of the Articles of Incorporation are all the provisions of the Articles of Incorporation currently in effect as herein amended. The current address and principal office of the Corporation, the name and address of the Corporation’s resident agent, the current number of directors of the Corporation and their names are set forth herein.

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THIRD: The foregoing amendment and restatement of the Articles of Incorporation of the Corporation was duly approved and advised by the Board of Directors of the Corporation and approved by the stockholders of the Corporation.

IN WITNESS WHEREOF, THE MEXICO FUND, INC. has caused these articles to be signed in its name and on its behalf by its President and witnessed by one of its Assistant Secretaries on February 27, 1998.

THE MEXICO FUND, INC.
By:	/s/ José Luis Gómez Pimienta
	José Luis Gómez Pimienta
	President

Witnessed By:

/s/ Sander M. Bieber

Sander M. Bieber

Assistant Secretary

THE UNDERSIGNED, President of THE MEXICO FUND, INC., who executed on behalf of said corporation the foregoing Articles of Amendment and Restatement of the Articles of Incorporation, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said corporation, the foregoing Articles of Amendment and Restatement of the Articles of Incorporation to be the Corporate act of said corporation and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury.

/s/ José Luis Gómez Pimienta

José Luis Gómez Pimienta

President

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EX-2.A.2

EXHIBIT 2(a)(2)

THE MEXICO FUND, INC.

ARTICLES SUPPLEMENTARY

THE MEXICO FUND, INC., a Maryland corporation having its principal office in the State of Maryland in Baltimore City (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation that:

FIRST: Pursuant to Section 3-802 of the Maryland General Corporation Law (the “MGCL”), the Board of Directors of the Corporation (“the Board”) at its meeting held on November 29, 2000, by unanimous resolution, elected to be subject to certain provisions of Subtitle 8 of the MGCL, entitled, “Corporations and Real Estate Investment Trusts—Unsolicited Takeovers.”

SECOND: Pursuant to such resolution, the Corporation through its Board, has elected to be subject to the following provisions of Subtitle 8:

(i) Section 3-804(a): Under Section 3-804(a), the stockholders of the Corporation may remove any director by the affirmative vote of at least two-thirds of all the votes entitled to be cast by the stockholders generally in the election of directors.

(ii) Section 3-804(c): Under Section 3-804(c), a vacancy on the Board due to an increase in the size of the Board or the death, resignation, or removal of a director, may be filled only by the affirmative vote of the majority of the remaining directors in office, even if the remaining directors do not constitute a quorum. Any director so elected to fill a vacancy shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred, and until a successor is elected and qualifies.

(iii) Section 3-805: Under Section 3-805, the Secretary of the Corporation may call a special meeting of stockholders only on the written request of the stockholders entitled to cast at least a majority of all votes entitled to be cast at the meeting; and in accordance with the procedures set forth under Section 2-502(b)(2) and (3) and (e) of the MGCL.

THIRD: The filing of these Articles Supplementary, pursuant to Section 3-802(d)(1), was approved by the Board of Directors at a meeting held on November 29, 2000.

FOURTH: Pursuant to Section 3-802(d)(3) of the MGCL, the filing of these Articles Supplementary does not require the approval of stockholders.

FIFTH: The undersigned Chairman acknowledges that these Articles Supplementary are the act of the Corporation and that to the best of his knowledge, information, and belief, all matters and facts set forth herein relating to the authorization and approval of the Articles Supplementary are true in all material respects and that this statement is made under the penalty of perjury.

IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be signed in its name and on behalf by its Chairman and attested to by its Assistant Secretary on this 29th day of November 2000.

THE MEXICO FUND, INC.
By:	/s/ Juan Gallardo T.
	Juan Gallardo T.
	Chairman

ATTEST

/s/ Sander M. Bieber

Sander M. Bieber

Assistant Secretary

EX-2.A.3

EXHIBIT 2(a)(3)

THE MEXICO FUND, INC.

ARTICLES SUPPLEMENTARY

THE MEXICO FUND, INC., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation that:

FIRST: Pursuant to Section 3-802 of the Maryland General Corporation Law (“MGCL”), the Board at its meeting held on September 17, 2003, by unanimous resolution, elected to be subject to Section 3-804(b) of the MGCL, which provides that the number of directors of the Fund shall be fixed only by the vote of the Board of Directors. The repeal of such election may be effected only by the means authorized by Section 3-802(b)(3) of the MGCL.

SECOND: The election to become subject to Section 3-804(b) of the MGCL and the filing of these Articles Supplementary has been approved by the Board of Directors in the manner and by the vote required by Maryland law.

THIRD: The undersigned Chairman of the Board of Directors of the Corporation acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned Chairman acknowledges that, to the best of his knowledge, information, and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be executed in its name and on its behalf by its Chairman and attested by its Assistant Secretary on this 4th day of December 2003.

THE MEXICO FUND, INC.
By:	/s/ Juan Gallardo T.
	Juan Gallardo T.
	Chairman

ATTEST

/s/ Sander M. Bieber

Sander M. Bieber

Assistant Secretary

EX-2.B

EXHIBIT 2(b)

THE MEXICO FUND, INC.

A Maryland Corporation

BYLAWS

Amended and Restated

as of December 3, 2003

Table of Contents

		Page
ARTICLE I	NAME OF CORPORATION, LOCATION OF OFFICES AND SEAL	1
Section 1.	Name.	1
Section 2.	Principal Offices.	1
Section 3.	Seal.	1
ARTICLE II	STOCKHOLDERS	1
Section 1.	Annual Meetings.	1
Section 2.	Special Meetings.	1
Section 3.	Notice of Meetings.	4
Section 4.	Quorum; Adjournment of Meeting.	4
Section 5.	Voting.	4
Section 6.	Stockholders Entitled to Vote.	5
Section 7.	Proxies.	5
Section 8.	Stock Ledger and List of Stockholders.	5
Section 9.	Action Without Meeting.	5
Section 10.	Advance Notice of Stockholder Nominations for Director and Other Stockholder Proposals.	5
Section 11.	Organization and Conduct.	8
Section 12.	Maryland Control Share Acquisition Act.	9
ARTICLE III	BOARD OF DIRECTORS	10
Section 1.	Powers.	10
Section 2.	Terms of Directors; Qualification.	10
Section 3.	Election.	11
Section 4.	Vacancies and Newly Created Directorships.	11
Section 5.	Removal.	12
Section 6.	Regular Meetings.	12
Section 7.	Special Meetings.	12
Section 8.	Waiver of Notice.	12
Section 9.	Quorum and Voting.	12
Section 10.	Action Without a Meeting.	15
Section 11.	Compensation of Directors.	15
Section 12.	Amendment.	15
ARTICLE IV	COMMITTEES	15
Section 1.	Organization.	15
Section 2.	Executive Committee.	16
Section 3.	Other Committees.	16
Section 4.	Proceedings and Quorum.	16

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ARTICLE V	OFFICERS	16
Section 1.	General.	16
Section 2.	Election, Tenure and Qualifications.	16
Section 3.	Removal and Resignation.	17
Section 4.	Chairman of the Board.	17
Section 5.	President.	17
Section 6.	Vice President.	17
Section 7.	Treasurer and Assistant Treasurers.	17
Section 8.	Secretary and Assistant Secretaries.	18
Section 9.	Subordinate Officers.	18
Section 10.	Remuneration.	18
Section 11.	Surety Bonds.	18
ARTICLE VI	CAPITAL STOCK	18
Section 1.	Certificates of Stock.	18
Section 2.	Transfer of Shares.	19
Section 3.	Stock Ledgers.	19
Section 4.	Transfer Agents and Registrars.	19
Section 5.	Fixing of Record Date.	19
Section 6.	Lost, Stolen or Destroyed Certificates.	19
ARTICLE VII	FISCAL YEAR AND ACCOUNTANT	20
Section 1.	Fiscal Year.	20
Section 2.	Accountant.	20
ARTICLE VIII	CUSTODY OF SECURITIES	20
Section 1.	Employment of a Custodian.	20
Section 2.	Termination of Custodian Agreement.	21
ARTICLE IX	INVESTMENT AND OTHER RESTRICTIONS	21
Section 1.	Limitations.	21
ARTICLE X	INDEMNIFICATION AND INSURANCE	23
Section 1.	Indemnification of Officers, Directors, Employees and Agents.	23
ARTICLE XI	AMENDMENTS AND MISCELLANEOUS MATTERS	24
Section 1.	General.	24
Section 2.	By Stockholders Only.	24
Section 3.	Counselors.	24

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BYLAWS

OF

THE MEXICO FUND, INC.

(A MARYLAND CORPORATION)

ARTICLE I

NAME OF CORPORATION, LOCATION OF

OFFICES AND SEAL

Section 1. Name. The name of the Corporation is The Mexico Fund, Inc.

Section 2. Principal Offices. The principal office of the Corporation in the State of Maryland shall be located in Baltimore, Maryland. The Corporation may, in addition, establish and maintain such other offices and places of business as the Board of Directors may, from time to time, determine.

Section 3. Seal. The corporate seal of the Corporation shall be circular in form and shall bear the name of the Corporation, the year of its incorporation, and the word “Maryland.” The form of the seal shall be subject to alteration by the Board of Directors and the seal may be used by causing it or a facsimile to be impressed or affixed or printed or otherwise reproduced. Any officer or Director of the Corporation shall have authority to affix the corporate seal of the Corporation to any document requiring the same.

ARTICLE II

STOCKHOLDERS

Section 1. Annual Meetings. Annual meetings of Stockholders for the election of Directors and the transaction of such other business as may properly come before the meeting shall be held at such time and place within the United States as the Board of Directors, or a Committee appointed by the Board of Directors, shall select during the period commencing on March 9 and ending April 10 of each year.

Section 2. Special Meetings.

(a) General. The Chairman of the Board of Directors, President or Board of Directors may call a special meeting of the stockholders. Any such special meeting shall be held at such place, date and time as may be designated by the Chairman of the Board of Directors, President or Board of Directors, whoever has called the meeting. Pursuant to the Corporation’s election to be subject to Section 3-805 of the Maryland General Corporation Law (the “MGCL”) and subject to subsection (b) of this Section 2, a special meeting of stockholders shall also be called by the Secretary of the Corporation upon the written request of the stockholders entitled to cast not less than a majority of all the votes entitled to be cast at such meeting.

(b) Stockholder Requested Special Meetings.

(i) Any stockholder of record seeking to have stockholders request a special meeting shall, by sending written notice to the Secretary (the “Record Date Request Notice”) by registered mail, return receipt requested, request the Board of Directors to fix a record date to determine the stockholders entitled to request a special meeting (the “Request Record Date”). The Record Date Request Notice shall set forth the purpose of the meeting and the matters proposed to be acted on at it, shall be signed by one or more stockholders of record as of the date of signature (or their agents duly authorized in writing), shall bear the date of signature of each such stockholder (or such agent) and shall set forth all information relating to each such stockholder that must be disclosed in solicitations of proxies for election of directors in an election contest (even if an election contest is not involved), or is otherwise required, in each case pursuant to Regulation 14A (or any successor provision) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon receiving the Record Date Request Notice, the Board of Directors may fix a Request Record Date. The Request Record Date shall not precede and shall not be more than ten days after the close of business on the date on which the resolution fixing the Request Record Date is adopted by the Board of Directors. If the Board of Directors, within ten days after the date on which a valid Record Date Request Notice is received, fails to adopt a resolution fixing the Request Record Date and make a public announcement of such Request Record Date, the Request Record Date shall be the close of business on the tenth day after the first date on which the Record Date Request Notice is received by the Secretary.

(ii) In order for any stockholder to request a special meeting, one or more written requests for a special meeting signed by stockholders of record (or their agents duly authorized in writing) as of the Request Record Date entitled to cast not less than a majority (the “Special Meeting Percentage”) of all of the votes entitled to be cast at such meeting (the “Special Meeting Request”) shall be delivered to the Secretary. In addition, the Special Meeting Request shall set forth the purpose of the meeting and the matters proposed to be acted on at it (which shall be limited to the matters set forth in the Record Date Request Notice received by the Secretary), shall bear the date of signature of each such stockholder (or such agent) signing the Special Meeting Request, shall set forth the name and address, as they appear in the Corporation’s books, of each stockholder signing such request (or on whose behalf the Special Meeting Request is signed), the class, series and number of all shares of stock of the Corporation which are owned by each such stockholder, and the nominee holder for, and number of, shares owned by such stockholder beneficially but not of record, shall be sent to the Secretary by registered mail, return receipt requested, and shall be received by the Secretary within 60 days after the Request Record Date. Any requesting stockholder may revoke his, her or its request for a special meeting at any time by written revocation delivered to the Secretary.

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(iii) The Secretary shall inform the requesting stockholders of the reasonably estimated cost of preparing and mailing the notice of meeting (including the Corporation’s proxy materials). The Secretary shall not be required to call a special meeting upon stockholder request and such meeting shall not be held unless, in addition to the documents required by paragraph (ii) of this Section 2(b), the Secretary receives payment of such reasonably estimated cost prior to the mailing of any notice of the meeting.

(iv) In the case of any special meeting called by the Secretary upon the request of stockholders (a “Stockholder Requested Meeting”), such meeting shall be held at such place, date and time as may be designated by the Board of Directors; provided, however, that the date of any Stockholder Requested Meeting shall be not more than 90 days after the record date for such meeting (the “Meeting Record Date”); and provided further that if the Board of Directors fails to designate, within ten days after the date that a valid Special Meeting Request is actually received by the Secretary (the “Delivery Date”), a date and time for a Stockholder Requested Meeting, then such meeting shall be held at 2:00 p.m. local time on the 90^th day after the Meeting Record Date or, if such 90^th day is not a Business Day (as defined below), on the first preceding Business Day; and provided further that in the event that the Board of Directors fails to designate a place for a Stockholder Requested Meeting within ten days after the Delivery Date, then such meeting shall be held at the principal executive office of the Corporation. In fixing a date for any special meeting, the Chairman of the Board of Directors, President or Board of Directors may consider such factors as he, she or it deems relevant within the good faith exercise of business judgment, including, without limitation, the nature of the matters to be considered, the facts and circumstances surrounding any request for the meeting and any plan of the Board of Directors to call an annual meeting or a special meeting. In the case of any Stockholder Requested Meeting, if the Board of Directors fails to fix a Meeting Record Date that is a date within 30 days after the Delivery Date, then the close of business on the 30^th day after the Delivery Date shall be the Meeting Record Date.

(v) If written revocations of requests for the special meeting have been delivered to the Secretary and the result is that stockholders of record (or their agents duly authorized in writing), as of the Request Record Date, entitled to cast less than the Special Meeting Percentage have delivered, and not revoked, requests for a special meeting to the Secretary, the Secretary shall: (1) if the notice of meeting has not already been mailed, refrain from mailing the notice of the meeting and send to all requesting stockholders who have not revoked such requests written notice of any revocation of a request for the special meeting, or (2) if the notice of meeting has been mailed and if the Secretary first sends to all requesting stockholders who have not revoked requests for a special meeting written notice of any revocation of a request for the special meeting and written notice of the Secretary’s intention to revoke the notice of the meeting, revoke the notice of the meeting at any time before ten days before the commencement of the meeting. Any request for a special meeting received after a revocation by the Secretary of a notice of a meeting shall be considered a request for a new special meeting.

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(vi) The Chairman of the Board of Directors, the President or the Board of Directors may appoint regionally or nationally recognized independent inspectors of elections to act as the agent of the Corporation for the purpose of promptly performing a ministerial review of the validity of any purported Special Meeting Request received by the Secretary. For the purpose of permitting the inspectors to perform such review, no such purported request shall be deemed to have been delivered to the Secretary until the earlier of (1) five Business Days after receipt by the Secretary of such purported request and (2) such date as the independent inspectors certify to the Corporation that the valid requests received by the Secretary represent at least a majority of the issued and outstanding shares of stock that would be entitled to vote at such meeting. Nothing contained in this paragraph (vi) shall in any way be construed to suggest or imply that the Corporation or any stockholder shall not be entitled to contest the validity of any request, whether during or after such five Business Day period, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).

(vii) For purposes of these Bylaws, “Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in the State of Maryland are authorized or obligated by law or executive order to close.

Section 3. Notice of Meetings. The Secretary shall cause notice of the place, date and hour, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, to be mailed, not less than 10 nor more than 90 days before the date of the meeting, to each Stockholder entitled to vote at such meeting at his address as it appears on the records of the corporation at the time of such mailing. Notice of any Stockholders’ meeting need not be given to any Stockholder who shall sign a written waiver of such notice whether before or after the time of such meeting, which waiver shall be filed with the record of such meeting, or to any Stockholder who is present at such meeting in person or by proxy. Notice of adjournment of a Stockholders’ meeting to another time or place need not be given if such time and place are announced at the meeting.

Section 4. Quorum; Adjournment of Meeting. At any meeting of stockholders, the presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at such meeting shall constitute a quorum; but this section shall not affect any requirement under any statute or the charter of the Corporation for the vote necessary for the adoption of any measure. If, however, such quorum shall not be present at any meeting of the stockholders, the chairman of the meeting or the stockholders shall have the power to adjourn the meeting from time to time to a date not more than 120 days after the original record date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

Section 5. Voting. At each Stockholders’ meeting, each Stockholder entitled to vote shall be entitled to one vote for each share of stock of the Corporation validly issued and outstanding and standing in his name on the books of the Corporation on the record date fixed in

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accordance with Section 5 of Article VI hereof. Except as otherwise specifically provided in the Articles of Incorporation or these Bylaws or as required by provisions of the Investment Company Act of 1940, as amended from time to time, all matters shall be decided by a vote of the majority of the votes validly cast. The vote upon any question shall be by ballot whenever requested by any person entitled to vote, but, unless such a request is made, voting may be conducted in any way approved by the meeting.

Section 6. Stockholders Entitled to Vote. If the Board of Directors sets a record date for the determination of Stockholders entitled to notice of or to vote at any Stockholders’ meeting in accordance with Section 5 of Article VI hereof, each Stockholder of the Corporation shall be entitled to vote, in person or by proxy, each share of stock standing in his name on the books of the Corporation on such record date. If no record date has been fixed, the record date for the determination of Stockholders entitled to notice of or to vote at a meeting of Stockholders shall be the later of the close of business on the day on which notice of the meeting is mailed or the thirtieth day before the meeting, or, if notice is waived by all Stockholders, at the close of business on the tenth day next preceding the day on which the meeting is held.

Section 7. Proxies. The right to vote by proxy shall exist only if the instrument authorizing such proxy to act shall have been signed by the Stockholder or by his duly authorized attorney. Unless a proxy provides otherwise, it is not valid more than eleven months after its date. Proxies shall be delivered prior to the meeting to the Secretary of the Corporation or to the person acting as Secretary of the meeting before being voted. A proxy with respect to stock held in the name of two or more persons shall be valid if executed by one of them unless at or prior to exercise of such proxy the Corporation receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Stockholder shall be deemed valid unless challenged at or prior to its exercise.

Section 8. Stock Ledger and List of Stockholders. It shall be the duty of the Secretary or Assistant Secretary of the Corporation to cause an original or duplicate stock ledger to be maintained at the office of the Corporation’s transfer agent in New York, New York.

Section 9. Action Without Meeting. Any action to be taken by Stockholders may be taken without a meeting if (1) all Stockholders entitled to vote on the matter consent to the action in writing, (2) all Stockholders entitled to notice of the meeting but not entitled to vote at it sign a written waiver of any right to dissent and (3) said consents and waivers are filed with the records of the meetings of Stockholders. Such consent shall be treated for all purposes as a vote at the meeting.

Section 10. Advance Notice of Stockholder Nominations for Director and Other Stockholder Proposals.

(a) Annual Meetings of Stockholders.

(i) Nominations of individuals for election to the Board of Directors and the proposal of other business to be considered by the stockholders may be made

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at an annual meeting of stockholders (1) pursuant to the Corporation’s notice of meeting, (2) by or at the direction of the Board of Directors or (3) by any stockholder of the Corporation who was a stockholder of record both at the time of giving of notice provided for in this Section 10(a) and at the time of the annual meeting, who is entitled to vote at the meeting and who has complied with this Section 10(a).

(ii) For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (3) of subsection (a)(i) of this Section 10, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and such other business must otherwise be a proper matter for action by the stockholders. To be timely, a stockholder’s notice shall set forth all information required under this Section 10 and shall be delivered to the Secretary at the principal executive office of the Corporation not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not earlier than the 120^th day prior to the date of such annual meeting and not later than the close of business on the later of the 90^th day prior to the date of such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made. In no event shall the public announcement of a postponement or adjournment of an annual meeting commence a new time period for the giving of a stockholder’s notice as described above. Such stockholder’s notice shall set forth (1) as to each individual whom the stockholder proposes to nominate for election or reelection as a director, (A) the name, age, business address and residence address of such individual, (B) the class, series and number of any shares of stock of the Corporation that are beneficially owned by such individual, (C) the date such shares were acquired and the investment intent of such acquisition, (D) whether such stockholder believes any such individual is, or is not, an “interested person” of the Corporation (as defined in the Investment Company Act of 1940, as amended (“Investment Company Act”)), and information regarding such individual that is sufficient, in the discretion of the Board of Directors or any committee thereof or any authorized officer of the Corporation to make such determination, (E) sufficient information to enable the Nominating and Corporate Governance Committee of the Board of Directors to make the determination as to the proposed nominee’s qualifications required under Article III, Section 2(c) of the Bylaws and (F) all other information relating to such individual that is required to be disclosed in solicitations of proxies for election of directors in an election contest (even if an election contest is not involved), or is otherwise required, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act and the rules thereunder (including such individual’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (2) as to any other business that the stockholder proposes to bring before the meeting, a description of the business desired to be brought before the meeting, the reasons for proposing such business at the meeting and any material interest in such business of such stockholder and any Stockholder Associated Person (as defined in subsection (c)(iv) of this Section 10, below), individually or in the aggregate, including any anticipated benefit to the stockholder and any Stockholder Associated Person therefrom, (3) as to the stockholder giving the notice and any Stockholder

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Associated Person, the class, series and number of all shares of stock of the Corporation which are owned by such stockholder and by such Stockholder Associated Person, if any, and the nominee holder for, and number of, shares owned beneficially but not of record by such stockholder and by any such Stockholder Associated Person and (4) as to the stockholder giving the notice and any Stockholder Associated Person covered by clauses (2) or (3) of this paragraph (a)(ii) of this Section 10(a), the name and address of such stockholder, as they appear on the Corporation’s stock ledger and current name and address, if different, and of such Stockholder Associated Person.

(iii) Notwithstanding anything in this subsection (a) of this Section 10 to the contrary, in the event the Board of Directors increases or decreases the maximum or minimum number of directors in accordance with Article III, Section 2(a) of these Bylaws, and there is no public announcement of such action at least 100 days prior to the first anniversary of the date of the preceding year’s annual meeting, a stockholder’s notice required by this Section 10(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive office of the Corporation not later than the close of business on the tenth day following the day on which such public announcement is first made by the Corporation.

(b) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected (i) pursuant to the Corporation’s notice of meeting, (ii) by or at the direction of the Board of Directors, or (iii) provided that the Board of Directors has determined that directors shall be elected at such special meeting, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 10 and at the time of the special meeting, who is entitled to vote at the meeting and who complied with the notice procedures set forth in this Section 10. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals to the Board of Directors, any such stockholder may nominate an individual or individuals (as the case may be) for election as a director as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by subsection (a)(ii) of this Section 10 shall be delivered to the Secretary at the principal executive office of the Corporation not earlier than the 120^th day prior to such special meeting and not later than the close of business on the later of the 90^th day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of a postponement or adjournment of a special meeting commence a new time period for the giving of a stockholder’s notice as described above.

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(c) General.

(i) Upon written request by the Secretary or the Board of Directors or any committee thereof, any stockholder proposing a nominee for election as a director or any proposal for other business at a meeting of stockholders shall provide, within five Business Days of delivery of such request (or such other period as may be specified in such request), written verification, satisfactory, in the discretion of the Board of Directors or any committee thereof or any authorized officer of the Corporation, to demonstrate the accuracy of any information submitted by the stockholder pursuant to this Section 10. If a stockholder fails to provide such written verification within such period, the information as to which written verification was requested may be deemed not to have been provided in accordance with this Section 10.

(ii) Only such individuals who are nominated in accordance with this Section 10 shall be eligible for election as directors, and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with this Section 10. The chairman of the meeting shall have the power to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with this Section 10.

(iii) For purposes of this Section 10, “public announcement” shall mean disclosure (i) in a press release reported by the Dow Jones News Service, Associated Press or comparable news service or (ii) in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to the Exchange Act or the Investment Company Act.

(iv) For purposes of this Section 10, “Stockholder Associated Person” of any stockholder shall mean (1) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (2) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder and (3) any person controlling, controlled by or under common control with such Stockholder Associated Person.

(v) Notwithstanding the foregoing provisions of this Section 10, a stockholder shall also comply with all applicable requirements of state law and of the Exchange Act and the Investment Company Act and any rules and regulations thereunder with respect to the matters set forth in this Section 10. Nothing in this Section 10 shall be deemed to affect any right of a stockholder to request inclusion of a proposal in, nor the right of the Corporation to omit a proposal from, the Corporation’s proxy statement pursuant to Rule 14a-8 (or any successor provision) under the Exchange Act.

Section 11. Organization and Conduct. Every meeting of stockholders shall be conducted by an individual appointed by the Board of Directors to be chairman of the meeting or, in the absence of such appointment, by the Chairman of the Board of Directors or, in the case of a vacancy in the office or absence of the Chairman of the Board of Directors, by one of the following officers present at the meeting: the Vice Chairman of the Board of Directors, if there

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be one, the President, the Vice Presidents in their order of rank and seniority, or, in the absence of such officers, a chairman chosen by the stockholders by the vote of a majority of the votes cast by stockholders present in person or by proxy. The Secretary, or, in the Secretary’s absence, an Assistant Secretary, or in the absence of both the Secretary and Assistant Secretaries, a person appointed by the Board of Directors or, in the absence of such appointment, a person appointed by the chairman of the meeting shall act as secretary. In the event that the Secretary presides at a meeting of the stockholders, an Assistant Secretary, or in the absence of Assistant Secretaries, an individual appointed by the Board of Directors or the chairman of the meeting, shall record the minutes of the meeting. The order of business and all other matters of procedure at any meeting of stockholders shall be determined by the chairman of the meeting. The chairman of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of such chairman, are appropriate for the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to stockholders of record of the Corporation, their duly authorized proxies and other such individuals as the chairman of the meeting may determine; (c) limiting participation at the meeting on any matter to stockholders of record of the Corporation entitled to vote on such matter, their duly authorized proxies and other such individuals as the chairman of the meeting may determine; (d) limiting the time allotted to questions or comments by participants; (e) maintaining order and security at the meeting; (f) removing any stockholder or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman of the meeting; and (g) recessing or adjourning the meeting to a later date and time and place announced at the meeting. Unless otherwise determined by the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

Section 12. Maryland Control Share Acquisition Act. Pursuant to a resolution adopted by the Board of Directors of the Corporation in accordance with Section 3-702(c)(4) of the MGCL, the Corporation is subject to Title 3, Subtitle 7 of the MGCL, with the result that any shares of voting stock of the Corporation, that would, if aggregated with all other shares of stock of the Corporation owned by such person or in respect of which such person is entitled to exercise or direct the exercise of voting power, except solely by virtue of a revocable proxy, entitle that person, directly or indirectly, to exercise or direct the exercise of the voting power of shares of stock of the Corporation in the election of directors within the range of one-tenth or more but less than one-third of all voting power, one-third or more but less than a majority of all voting power or a majority or more of all voting power, shall have no voting rights, (1) except to the extent approved by stockholders at a meeting held under Section 3-704 of the MGCL by the affirmative vote of two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares and (2) except that said resolution shall not apply to votes entitled to be cast by holders of control shares in connection with any action required by the Investment Company Act of 1940 to be approved by the stockholders by the vote of a majority of the outstanding voting securities (as defined by the Investment Company Act of 1940) of the Corporation.

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ARTICLE III

BOARD OF DIRECTORS

Section 1. Powers. Except as otherwise provided by law, by the Articles of Incorporation or by these Bylaws, the business and affairs of the Corporation shall be managed under the direction of and all the powers of the Corporation shall be exercised by or under authority of its Board of Directors.

Section 2. Terms of Directors; Qualification.

(a) Terms of Directors. Pursuant to the Corporation’s election to be subject to Section 3-804(b) of the MGCL, effective on September 17, 2003, the total number of directors of the Corporation shall be fixed only by a vote of the Board of Directors.

(b) Board Composition. In addition to the qualifications set forth in subsection (c) of this Article III, Section 2, at least 60 percent of the entire Board of Directors shall be both citizens and residents of Mexico and at least 75 percent of the entire Board of Directors shall be persons who are not interested persons of the Corporation as defined in the Investment Company Act of 1940, as amended.

(c) Qualifications.

(i) To qualify as a nominee for a directorship, an individual, at the time of nomination, (1) shall have substantial expertise, experience or relationships relevant to the business of the Corporation, (2) shall have a degree in economics, finance, business administration, engineering, accounting or a graduate professional degree in law from an accredited university or college in the United States or Mexico or the equivalent degree from an equivalent institution of higher learning in another country, or a certification as a public accountant in the United States or Mexico; (3) shall not serve as a director or officer of another closed-end investment company which focuses its investments in a particular country or geographic region outside of the United States or which has as part of its name the name of a country or geographic region other than the United States, unless such company is managed by the Corporation’s investment manager or investment adviser or by an affiliate of either; and (4) shall be at least one of the following: (A) a citizen of Mexico for whom Mexico has been a primary residence for at least five years after reaching the age of 21; (B) a present or former director of, member of the supervisory board or senior executive officer of, or senior consultant to, (i) at least one company the securities of which, or of an affiliate or successor of which, are principally listed or traded on a securities exchange located in Mexico or (ii) a securities exchange located in Mexico; (C) a present or former director or senior executive officer of an investment adviser, investment manager or an administrator for the Corporation, or of any person controlling, or under common control with, an investment adviser, investment manager or an administrator for the Corporation; (D) a present officer of the Corporation; (E) an individual who has served at least five years as a director, trustee or senior investment officer (or in a capacity comparable to any such position) of an investment company (as defined under the Investment Company Act whether or not registered thereunder), the assets of which during

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that period have been invested primarily in securities of issuers organized under the laws of Mexico, having their principal place of business in Mexico, or whose securities have their principal trading market in Mexico; or (F) an individual who has served at least five years as a senior executive officer with responsibility for directing or managing the operations in Mexico of a company with substantial operations in Mexico.

(ii) In addition, to qualify as a nominee for a directorship or election as a Director, (1) an incumbent nominee shall not have violated any provision of the Conflicts of Interest and Corporate Opportunities Policy (the “Policy”), adopted by the Board on September 17, 2003, as subsequently amended or modified, and (2) an individual who is not an incumbent Director shall not have a relationship, hold any position or office or otherwise engage in any activity that would result in a violation of the Policy if the individual were elected as a Director.

(iii) The Nominating and Corporate Governance Committee of the Board of Directors, in its sole discretion, shall determine whether an individual satisfies the foregoing qualifications. Any individual who does not satisfy the qualifications set forth under the foregoing provisions of this subsection (c) shall not be eligible for nomination or election as a director.

(iv) In addition, no person shall be qualified to be a director unless the Nominating and Corporate Governance Committee, in consultation with counsel to the Corporation, has determined that such person, if elected as a director, would not cause the Corporation to be in violation of, or not in compliance with, applicable law, regulation or regulatory interpretation, or the Corporation’s charter (as amended and supplemented from time to time), or any general policy adopted by the Board of Directors regarding either retirement age or the percentage of “interested persons” (as defined in the Investment Company Act) and non-interested persons to comprise the Corporation’s Board of Directors.

Section 3. Election. Directors shall be elected by a vote of the holders of a majority of the shares of common stock outstanding and entitled to vote thereupon. The Directors shall be divided into three classes and shall be designated as Class I, Class II, and Class III Directors, respectively: (1) The term of office of Class I Directors to expire at the 1988 annual stockholders meeting; (2) The term of office of the Class II Directors to expire at the 1989 annual stockholders meeting and (3) The term of office of the Class III Directors to expire at the 1990 annual stockholders meeting. After expiration of the terms of office specified for the Directors, the Directors of each class shall serve for terms of three years and until their successors are elected and qualify.

Section 4. Vacancies and Newly Created Directorships. Any vacancy, by reason of death, resignation, removal or otherwise, in the office of any Director, or any vacancy resulting from an increase in the size of the Board of Directors may be filled solely by the affirmative vote of a majority of the remaining directors in office, even if the Directors do not constitute a quorum; provided, however, that immediately after filling such vacancy, at least two-thirds of the Directors then holding office shall have been elected to such office by the stockholders of the Corporation. Any director elected to fill a vacancy shall serve for the remainder of the full term of class in which the vacancy occurred and until a successor is elected and qualifies.

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Section 5. Removal. At any meeting of Stockholders duly called and at which a quorum is present, the Stockholders may, by the affirmative vote of at least 80% of the outstanding shares of capital stock entitled to vote in the election of Directors, remove any Director or Directors from office, but only for cause, and may elect a successor or successors to fill any resulting vacancies for the unexpired terms of the removed Directors.

Section 6. Regular Meetings. The Board of Directors from time to time may provide by resolution for the holding of regular meetings and fix their time and place within or outside the State of Maryland. Notice of such regular meetings need not be in writing, provided that written notice of any change in the time or place of such meetings shall be sent promptly to each Director not present at the meeting at which such change was made in the manner provided in Section 7 of this Article III for notice of special meetings.

Section 7. Special Meetings. Special meetings of the Board of Directors may be held at any time or place and for any purpose when called by the Chairman of the Board or by a majority of the Directors. Notice of special meetings, stating the time and place, shall be (1) mailed to each Director at his residence or regular place of business at least five days before the day on which a special meeting is to be held or (2) delivered to him personally or transmitted to him by telegraph, cable or wireless at least one day before the meeting.

Section 8. Waiver of Notice. No notice of any meeting need be given to any Director who is present at the meeting or who waives notice of such meeting in writing (which waiver shall be filed with the records of such meeting), whether before or after the time of the meeting.

Section 9. Quorum and Voting.

(a) General. At all meetings of the Board of Directors, the presence of a majority of the number of Directors then in office shall constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the Directors present may adjourn the meeting, from time to time, until a quorum shall be present. The action of a majority of the Directors present at a meeting at which a quorum is present shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by law, by the Articles of Incorporation or by these Bylaws, provided that no action shall be taken without the affirmative vote of 75% of the Directors, including a majority of the Directors who are citizens and residents of Mexico, with respect to the following matters:

(i) a merger or consolidation of the Corporation with or into, or the sale of substantially all of the Corporation’s assets to, any other company;

(ii) the dissolution of the Corporation;

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(iii) any amendment to the Articles of Incorporation of the Corporation;

(iv) the election of officers and the compensation of directors and officers; or

(v) any amendment to Section 2 of this Article III.

(b) Approval of Contracts.

(i) Definitions. In this Article III, Section 9(b), the following words have the following meanings:

(1) “Affiliated person” has the meaning stated in Section 2(a)(3) of the Investment Company Act.

(2) “Contract” means an investment advisory agreement, a sub-advisory agreement or a management agreement between the Corporation and an affiliated person of any (i) disinterested director serving on the Board at the time the proposed investment advisory agreement, sub-advisory agreement or management agreement is considered for approval by the Board of Directors or (ii) disinterested director who has served on the Board in the two years preceding the date on which the investment advisory agreement, sub-advisory agreement or management agreement is considered for approval by the Board of Directors.

(3) “Continuing Director” means any member of the Board of Directors of the Corporation who (i) was a member of the Board of Directors on September 17, 2003 or (ii) was elected, or nominated to succeed a Continuing Director, by a majority of the Continuing Directors then on the Board of Directors.

(4) “Control” has the meaning stated in Section 2(a)(9) of the Investment Company Act.

(5) “Disinterested director” means a director who is not an interested person with respect to the Corporation.

(6) “Interested person” has the meaning stated in Section 2(a)(19) of the Investment Company Act.

(ii) Approval Required. In addition to the approval required under the Investment Company Act, the affirmative vote of at least 75 percent of all the disinterested directors who are not affiliated persons of a proposed party to a Contract shall be required to approve the Contract.

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(iii) Amendment and Repeal. This Article III, Section 9(b) may be amended, modified, repealed or supplemented only by the affirmative vote of at least 75 percent of the Continuing Directors.

(c) Conditional Tender Offer.

(i) Definitions. In this Article III, Section 9(c), the following words have the following meanings.

(1) “Affiliated person” has the meaning stated in Section 2(a)(3) of the Investment Company Act.

(2) “Contract” means an investment advisory agreement, a sub-advisory agreement or a management agreement between the Corporation and (i) an affiliated person of any disinterested director, (ii) a person (or an affiliated person of that person) who nominated any disinterested director serving on the Board at the time the proposed investment advisory agreement, sub-advisory agreement or management is considered for approval by the Board of Directors, or (iii) a person who controls the Corporation (or an affiliated person of that person).

(3) “Continuing Director” means any member of the Board of Directors of the Corporation who (i) has been a member of the Board of Directors September 17, 2003 or (ii) was recommended to succeed a Continuing Director by a majority of the Continuing Directors then on the Board of Directors.

(4) “Control” has the meaning stated in Section 2(a)(9) of the Investment Company Act.

(5) “Disinterested director” means a director who is not an interested person with respect to the Corporation.

(6) “Interested person” has the meaning stated in Section 2(a)(19) of the Investment Company Act.

(ii) General. Not more than 45 days after the day on which a Contract is approved by the Board of Directors, the Corporation shall commence a tender offer (the “Tender Offer”) for not less than 50 percent of all the outstanding shares of the Corporation nor more than any percentage of the outstanding shares that would require a vote of the stockholders under the MGCL for a price per share of not less than 98 percent of the net asset value per share. The Corporation shall pay for the shares tendered pursuant to the Tender Offer promptly after the expiration date of the Tender Offer. The Tender Offer shall be unconditional except as provided in subsection (iii) of this Section 9(c). The Tender Offer may be modified by the Corporation only to the extent necessary to comply with the 1940 Act, as amended, and the rules adopted thereunder, the Exchange Act, as amended, and the rules adopted thereunder, the rules of the New York Stock Exchange (“NYSE”) applicable to listed companies, as

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amended, and the MGCL. If any such required modification affects the percentage of outstanding shares of the Corporation which the Corporation would offer to purchase pursuant to the Tender Offer, the Corporation shall reduce that percentage only by such minimum amount as is necessary for the Tender Offer to comply with the rules and regulations described in the foregoing sentence of this subsection.

(iii) Certain Conditions of the Tender Offer. Notwithstanding any other provision of this Section 9(c), the Corporation shall modify the Tender Offer only to the extent necessary to ensure that the Tender Offer, if consummated, would (A) result in the delisting of the Corporation’s shares from NYSE (NYSE having advised the Corporation that it would currently consider delisting the shares) or (B) in the written opinion of counsel to the Corporation, pose a substantial risk that the Corporation would lose its status as a regulated investment company under the Internal Revenue Code, as amended, and the rules adopted thereunder (which would make the Corporation a taxable entity, causing the Corporation’s income to be taxed at the corporate level in addition to the taxation of Stockholders who receive dividends from the Corporation).

(iv) Amendment and Repeal. This Article III, Section 9(c) may be amended, modified, repealed or supplemented only by the affirmative vote of at least 75 percent of the Continuing Directors.

Section 10. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent to such action is signed by all members of the Board or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee.

Section 11. Compensation of Directors. Directors shall be entitled to receive such compensation from the Corporation for their services as may from time to time be determined by resolution of the Board of Directors in the manner provided by Section 9 of this Article III.

Section 12. Amendment. Notwithstanding any other provision of these Bylaws with regard to the vote required by Stockholders, the provisions of Section 2, Section 3, Section 5 and this Section 12 of this Article III may be amended only by the affirmative vote of at least 80% of the outstanding shares of capital stock entitled to vote in the election of Directors. This Section 12 shall not affect the ability of the Board of Directors to amend the Bylaws; however, Stockholders may not amend, alter or repeal this Section 12 except by the affirmative vote of at least 80% of the outstanding shares of capital stock entitled to vote in the election of Directors.

ARTICLE IV

COMMITTEES

Section 1. Organization. By resolution adopted by the Board of Directors, the Board may designate one or more committees, including an Executive Committee. The Chairmen of such committees shall be elected by the Board of Directors. Each member of a committee shall

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be a director and shall hold office at the pleasure of the Board. The Board of Directors shall have the power at any time to change the members of such committees and to fill vacancies in the committees. The Board may delegate to these committees any of its powers, except the power to declare a dividend, authorize the issuance of stock, recommend to Stockholders any action requiring Stockholders’ approval, amend these Bylaws, or approve any merger or share exchange which does not require Stockholder approval.

Section 2. Executive Committee. Unless otherwise provided by resolution of the Board of Directors, when the Board of Directors is not in session the Executive Committee shall have and may exercise all powers of the Board of Directors in the management of the business and affairs of the Corporation that may lawfully be exercised by an Executive Committee. The Chairman of the Board, if any, and the President shall be members of the Executive Committee.

Section 3. Other Committees. The Board of Directors may appoint other committees which shall have such powers and perform such duties as may be delegated from time to time by the Board.

Section 4. Proceedings and Quorum. In the absence of an appropriate resolution of the Board of Directors, each committee may adopt such rules and regulations governing its proceedings, quorum and manner of acting as it shall deem proper and desirable. In the event any member of any committee is absent from any meeting, the members thereof present at the meeting, whether or not they constitute a quorum, may appoint a member of the Board of Directors to act in the place of such absent member.

ARTICLE V

OFFICERS

Section 1. General. The officers of the Corporation shall be a President, a Secretary and a Treasurer, and may include one or more Vice Presidents, Assistant Secretaries or Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 9 of this Article. The Board of Directors may elect, but shall not be required to elect, a Chairman of the Board.

Section 2. Election, Tenure and Qualifications. The officers of the Corporation, except those appointed as provided in Section 9 of this Article V, shall be elected by the Board of Directors at its first meeting or such meetings as shall be held prior to its first annual meeting, and thereafter annually at the first meeting of the Board following the Annual Stockholders’ Meeting. If any officers are not chosen at any annual meeting, such officers may be chosen at any subsequent regular or special meeting of the Board. Except as otherwise provided in this Article V, each officer holds office until the next quarterly meeting of the Board of Directors following the Annual Stockholders’ Meeting and until his successor shall have been elected and qualified. Any person may hold one or more offices of the Corporation except the offices of President and Vice President. The Chairman of the Board shall be elected from among the Directors of the Corporation and may hold such office only so long as he continues to be a Director. No other officer need be a Director.

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Section 3. Removal and Resignation. Whenever in the Board’s judgment the best interest of the Corporation will be served thereby, any officer may be removed from office by the vote of a majority of the members of the Board of Directors given at a regular meeting or any special meeting called for such purpose. Any officer may resign his office at any time by delivering a written resignation to the Board of Directors, the President, the Secretary, or any Assistant Secretary. Unless otherwise specified therein, such resignation shall take effect upon delivery.

Section 4. Chairman of the Board. The Chairman of the Board, if there be such an officer, shall be the senior officer of the Corporation, shall preside at all Stockholders’ meetings and at all meetings of the Board of Directors and shall be ex officio a member of all committees of the Board of Directors. He shall have such powers and perform such other duties as may be assigned to him from time to time by the Board of Directors.

Section 5. President. The President shall be the chief executive officer of the Corporation and, in the absence of the Chairman of the Board or if no Chairman of the Board has been chosen, he shall preside at all Stockholders’ meetings and at all meetings of the Board of Directors and shall in general exercise the power and perform the duties of the Chairman of the Board. Subject to the supervision of the Board of Directors, he shall have general charge of the business, affairs and property of the Corporation and general supervision over its officers, employees and agents. Except as the Board of Directors may otherwise order, he may sign in the name and on behalf of the Corporation all deeds, bonds, contracts, or agreements. He shall exercise such other powers and perform such other duties as from time to time may be assigned to him by the Board of Directors.

Section 6. Vice President. The Board of Directors may from time to time elect one or more Vice Presidents who shall have such powers and perform such duties as from time to time may be assigned to them by the Board of Directors or the President. At the request or in the absence or disability of the President, the Vice President (or, if there are two or more Vice Presidents, then the senior of the Vice Presidents present and able to act) may perform all the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

Section 7. Treasurer and Assistant Treasurers. The Treasurer shall be the principal financial and accounting officer of the Corporation and shall have general charge of the finances and books of account of the Corporation. Except as otherwise provided by the Board of Directors, he shall have general supervision of the funds and property of the Corporation and of the performance by the Custodian of its duties with respect thereto. He shall render to the Board of Directors, whenever directed by the Board, an account of the financial condition of the Corporation and of all his transactions as Treasurer; and as soon as possible after the close of each financial year he shall make and submit to the Board of Directors a like report for such financial year. He shall perform all acts incidental to the Office of Treasurer, subject to the control of the Board of Directors.

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Any Assistant Treasurer may perform such duties of the Treasurer as the Treasurer or the Board of Directors may assign, and, in the absence of the Treasurer, he may perform all the duties of the Treasurer.

Section 8. Secretary and Assistant Secretaries. The Secretary shall attend to the giving and serving of all notices of the Corporation and shall record all proceedings of the meetings of the Stockholders and Directors in books to be kept for that purpose. He shall keep in safe custody the seal of the Corporation, and shall have charge of the records of the Corporation, including the stock books and such other books and papers as the Board of Directors may direct and such books, reports, certificates and other documents required by law to be kept, all of which shall at all reasonable times be open to inspection by any Director. He shall perform such other duties as appertain to his office or as may be required by the Board of Directors.

Any Assistant Secretary may perform such duties of the Secretary as the Secretary or the Board of Directors may assign, and, in the absence of the Secretary, he may perform all the duties of the Secretary.

Section 9. Subordinate Officers. The Board of Directors from time to time may appoint such other officers or agents as it may deem advisable, each of whom shall have such title, hold office for such period, have such authority and perform such duties as the Board of Directors may determine. The Board of Directors from time to time may delegate to one or more officers or agents the power to appoint any such subordinate officers or agents and to prescribe their respective rights, terms of office, authorities and duties.

Section 10. Remuneration. The salaries or other compensation of the officers of the Corporation shall be fixed from time to time by resolution of the Board of Directors in the manner provided by Section 9 of Article III, except that the Board of Directors may by resolution delegate to any person or group of persons the power to fix the salaries or other compensation of any subordinate officers or agents appointed in accordance with the provision of Section 9 of this Article V.

Section 11. Surety Bonds. The Board of Directors may require any officer or agent of the Corporation to execute a bond (including, without limitation, any bond required by the Investment Company Act of 1940, as amended, and the rules and regulations of the Securities and Exchange Commission) to the Corporation in such sum and with such surety or sureties as the Board of Directors may determine, conditioned upon the faithful performance of his duties to the Corporation, including responsibility for negligence and for the accounting of any of the Corporation’s property, funds or securities that may come into his hands.

ARTICLE VI

CAPITAL STOCK

Section 1. Certificates of Stock. The interest of each Stockholder of the Corporation shall be evidenced by certificates for shares of stock in such form as the Board of Directors may from time to time prescribe. No certificate shall be valid unless it is signed by the President or a

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Vice-President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer of the Corporation and sealed with its seal, or bears the facsimile signatures of such officers and a facsimile of such seal.

Section 2. Transfer of Shares. Shares of the Corporation shall be transferable on the books of the Corporation by the holder thereof in person or by his duly authorized attorney or legal representative upon surrender and cancellation of a certificate or certificates for the same number of shares of the same class, duly endorsed or accompanied by proper instruments of assignment and transfer, with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require. The shares of stock of the Corporation may be freely transferred, and the Board of Directors may, from time to time, adopt rules and regulations with reference to the method of transfer of the shares of stock of the Corporation.

Section 3. Stock Ledgers. The stock ledgers of the Corporation, containing the names and addresses of the Stockholders and the number of shares held by them respectively, shall be kept at the principal offices of the Corporation or, if the Corporation employs a transfer agent, at the offices of the transfer agent of the Corporation.

Section 4. Transfer Agents and Registrars. The Board of Directors may from time to time appoint or remove transfer agents and/or registrars of transfers of shares of stock of the Corporation, and it may appoint the same person as both transfer agent and registrar. Upon any such appointment being made all certificates representing shares of capital stock thereafter issued shall be countersigned by one of such transfer agents or by one of such registrars of transfers or by both and shall not be valid unless countersignature by such person shall be required.

Section 5. Fixing of Record Date. The Board of Directors may fix in advance a date as a record date for the determination of the Stockholders entitled to notice of or to vote at any Stockholders’ meeting or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, provided that (1) such record date shall not be more than 90 days before the date on which action requiring the determination will be taken, (2) the transfer books shall not be closed for a period longer than 20 days, and (3) in the case of a meeting of Stockholders, the record date or any closing of the transfer books shall be at least 10 days before the date of the meeting.

Section 6. Lost, Stolen or Destroyed Certificates. Before issuing a new certificate for stock of the Corporation alleged to have been lost, stolen or destroyed, the Board of Directors or any officer authorized by the Board may, in its discretion, require the owner of the lost, stolen or destroyed certificate (or his legal representative) to give the Corporation a bond or other indemnity, in such form and in such amount as the Board or any such officer may direct and with such surety or sureties as may be satisfactory to the Board or any such officer, sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

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ARTICLE VII

FISCAL YEAR AND ACCOUNTANT

Section 1. Fiscal Year. The fiscal year of the Corporation shall, unless otherwise ordered by the Board of Directors, be twelve calendar months ending on the 31st day of October.

Section 2. Accountant.

(a) The Corporation shall employ an independent public accountant or a firm of independent public accountants as its Auditors to examine the accounts of the Corporation and to audit and express an opinion on the financial statements filed by the Corporation. The Accountant’s certificates and reports shall be addressed both to the Board of Directors and to the Stockholders. The employment of the Accountant shall be conditioned upon the right of this Corporation to terminate the employment forthwith without any penalty by vote of either (i) the Board of Directors, including a majority of Directors who are not “interested persons” of the Corporation (as defined in the Investment Company Act of 1940, as amended) after recommendation by the independent Audit Committee of the Board of Directors, or (ii) a majority of the outstanding voting securities at any Stockholders’ meeting called for that purpose.

(b) A majority of the members of the Board of Directors who are not interested persons (as such term is defined in the Investment Company Act of 1940, as amended) of the Corporation shall select the Accountant at any meeting held within 10 days before or after the beginning of the fiscal year of the Corporation or before the annual Stockholders’ meeting in that year. Such selection shall be submitted for ratification or rejection at the next succeeding annual Stockholders’ meeting. If such meeting shall reject such selection, the Accountant shall be selected by majority vote of the Corporation’s outstanding voting securities, either at the meeting at which the rejection occurred or at a subsequent meeting of Stockholders called for that purpose.

(c) Any vacancy occurring between annual meetings, due to the resignation of the Accountant, may be filled by the vote of a majority of the members of the Board of Directors who are not interested persons.

ARTICLE VIII

CUSTODY OF SECURITIES

Section 1. Employment of a Custodian. The Corporation shall place and at all times maintain in the custody of a Custodian (including any subcustodian for the Custodian) all funds, securities and similar investments owned by the Corporation. The Custodian (and any subcustodian) shall be an institution eligible to serve as a custodian to the Corporation pursuant to the Investment Company Act of 1940, as amended, and the regulations thereunder. The Custodian shall be appointed from time to time by the Board of Directors, which shall fix its remuneration.

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Section 2. Termination of Custodian Agreement. Upon termination of the Custodian Agreement or inability of the Custodian to continue to serve, the Board of Directors shall promptly appoint a successor Custodian, but in the event that no successor Custodian can be found who has the required qualifications and is willing to serve, the Board of Directors shall call as promptly as possible a special meeting of the Stockholders to determine whether the Corporation shall function without a Custodian or shall be liquidated. If so directed by vote of a majority of the outstanding shares of stock of the Corporation, the Custodian shall deliver and pay over all property of the Corporation held by it as specified in such vote.

ARTICLE IX

INVESTMENT AND OTHER RESTRICTIONS

Section 1. Limitations.

(a) The following investment limitations are fundamental policies of the Corporation and may not be changed without the approval of either (1) more than two-thirds of the Corporation’s outstanding shares present at a meeting at which holders of more than 50% of the outstanding shares are present in person or by proxy, or (2) more than one-half of the Corporation’s outstanding shares.

(i) As to 50% of its assets, the Corporation may not (a) invest more than 5% of its assets (at the time of such purchase) in the securities of any one issuer, or (b) purchase more than 10% of the voting equity securities (at the time of such purchase) of any one issuer. The Corporation may not, however, invest more than 25% of its assets in short-term debt certificates and other obligations of the Mexican Federal Government.

(ii) The Corporation may concentrate its investments in any industry or group of industries of the Mexican Stock Exchange Index (or any successor or comparable index as determined by the Board of Directors to be an appropriate measure of the Mexican market) if, at the time of investment, such industry represents 20% or more of the Index; provided, however, that the Corporation will not exceed the Index concentration by more than 5%.

(iii) The Corporation may not invest in real estate or real estate mortgages.

(iv) The Corporation may issue senior securities as defined in the U.S. Investment Company Act of 1940, as amended, or borrow through bank loans in an amount not in excess of 33 ¹/3% of the Corporation’s total assets (including the amount represented by such senior securities or borrowing).

(v) The Corporation also may purchase on margin, write put or call options and engage in short sales of securities not owned by the Corporation.

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(vi) The Corporation may not act as an underwriter of securities of other issuers (except in connection with the purchase of securities for the Corporation’s investment portfolio or the sale of subscription rights issued by portfolio companies).

(vii) The Corporation may not purchase commodities or commodities contracts.

(viii) The Corporation may not make loans other than through the purchase of publicly traded fixed income securities or short-term obligations of publicly held Mexican corporations. The Corporation may lend its securities, provided that the loan is secured continually by collateral in an amount at least equal to the current market value of the securities loaned and the Corporation will receive any interest or dividends paid on the loaned securities. Such collateral may consist of U.S. dollars, securities issued or guaranteed by the United States Government or its agencies or instrumentalities (“U.S. Government securities”) or irrevocable stand-by letters of credit issued by a bank. The Corporation may invest such cash collateral in short-term liquid U.S. money market securities, including but not limited to, U.S. Government securities, commercial paper and floating rate notes of U.S. issuers.

If the percentage limitations set forth in investment restrictions (1) and (2) are adhered to at the time an investment is made, a change in percentage resulting other than from such investment will not be deemed contrary thereto. Such restrictions may be deviated from on a temporary basis in the light of market or other conditions, and nothing therein shall be deemed to prohibit the Corporation from purchasing the securities of any issuer pursuant to the exercise of subscription rights distributed to the Corporation by the issuer, except that no such purchase may be made if as a result the Corporation would no longer be a diversified investment company as defined in the Investment Company Act of 1940.

(b) The following operating policies of the Corporation may not be modified without the approval of two-thirds of the Corporation’s Board of Directors.

(i) The Corporation may not issue senior securities as defined in the U.S. Investment Company Act of 1940, as amended, and may not borrow through bank loans in an amount in excess of 10% of the Corporation’s total assets (and then only to meet temporary cash needs).

(ii) The Corporation may not purchase on margin, write put or call options and engage in short sales of securities not owned by the Corporation.

(iii) The Corporation may not make loans other than through the purchase of publicly traded fixed income securities or short-term obligations of publicly held Mexican corporations.

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ARTICLE X

INDEMNIFICATION AND INSURANCE

Section 1. Indemnification of Officers, Directors, Employees and Agents. The Corporation shall indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (“Proceeding”), by reason of the fact that he is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expenses, (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such Proceeding to the maximum extent permitted by the laws of the State of Maryland. Notwithstanding the foregoing, the following provisions shall apply with respect to indemnification of the Corporation’s Directors, officers, investment adviser and principal underwriter:

(a) whether or not there is an adjudication of liability in such Proceeding, the Corporation shall not indemnify any such person for any liability arising by reason of such person’s willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office or under any contract or agreement with the Corporation (“disabling conduct”); and

(b) the Corporation shall not indemnify any such person unless:

(i) the court or other body before which the Proceeding was brought (i) dismisses the Proceeding for insufficiency of evidence of any disabling conduct, or (ii) reaches a final decision on the merits that such person was not liable by reason of disabling conduct; or

(ii) absent such a decision, a reasonable determination is made, based upon a review of the facts, by (i) the vote of a majority of a quorum of the Directors of the Corporation who are neither interested persons of the Corporation as defined in the Investment Company Act of 1940, as amended, nor parties to the Proceeding, or (ii) if such quorum is not obtainable, or even if obtainable, if a majority of a quorum of Directors described in paragraph (b)(2)(i) so directs, by independent legal counsel in a written opinion, that such person was not liable by reason of disabling conduct.

Expenses (including attorneys’ fees) incurred in defending a Proceeding involving any such person will be paid by the Corporation in advance of the final disposition thereof upon an undertaking by such person to repay such expenses (unless it is ultimately determined that he is entitled to indemnification), if:

(i) such person shall provide adequate security for his undertaking;

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(ii) the Corporation shall be insured against losses arising by reason of such advance; or

(iii) a majority of a quorum of the Directors of the Corporation who are neither interested persons of the Corporation as defined in the Investment Company Act of 1940, as amended, nor parties to the Proceeding, or independent legal counsel in a written opinion, shall determine, based on a review of readily available facts, that there is reason to believe that such person will be found to be entitled to indemnification.

ARTICLE XI

AMENDMENTS AND MISCELLANEOUS MATTERS

Section 1. General. Except as provided in Section 2 of this Article XI, all Bylaws of the Corporation, whether adopted by the Board of Directors or the Stockholders, shall be subject to amendment, alteration or repeal, and new Bylaws may be made by the affirmative vote of a majority of either: (1) the holders of record of the outstanding shares of stock of the Corporation entitled to vote, at any annual or special meeting, the notice or waiver of notice of which shall have specified or summarized the proposed amendment, alteration, repeal or new Bylaw; or (2) the Directors, at any regular or special meeting the notice or waiver of notice of which shall have specified or summarized the proposed amendment, alteration, repeal or new Bylaw.

Section 2. By Stockholders Only. No amendment of any section of these Bylaws shall be made except by the Stockholders of the Corporation if the Bylaws provide that such section may not be amended, altered or repealed except by the Stockholders. From and after the issue of any shares of the capital stock of the Corporation: (1) no amendment, alteration or repeal of Paragraph (a) of Article IX shall be made except by the affirmative vote of the holders of either: (a) more than two-thirds of the Corporation’s outstanding shares present at a meeting at which the holders of more than 50% of the outstanding shares are present in person or by proxy, or (b) more than 50% of the Corporation’s outstanding shares; and (2) no amendment, alteration or repeal of Articles III, Section 9 or this Article XI shall be made except by the affirmative vote of the holders of at least two-thirds of the Corporation’s outstanding shares.

Section 3. Counselors. The Board of Directors may from time to time retain one or more qualified persons to act as counselors. Any counselor may be removed from such position with or without cause by the vote of a majority of the Board of Directors given at any regular or special meeting. A counselor may be invited to attend meetings of the Board of Directors but shall not be present at any portion of a meeting from which the counselor shall have been excluded by vote of the Directors. A counselor shall not be a “Director,” “officer,” or “employee” within the meaning of the Corporation’s Charter, the Investment Company Act of 1940, as amended, or these Bylaws, shall not be deemed to be a member of an “advisory board” or an “investment adviser” within the meaning of the Investment Company Act of 1940, as amended, shall not hold himself or herself out as any of the foregoing, and shall not be liable to any person for any act of the Corporation. A counselor shall not have the powers of a Director, may not vote at meetings of the Board of Directors, shall not take part in the operation or governance of the Corporation and shall have no power to determine that any security or other

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investment shall be purchased or sold by the Corporation. A counselor shall (i) furnish to the Corporation information about securities and currency markets, political developments, economic and business factors and trends, (ii) provide advice to the Corporation regarding such developments, factors and trends, and/or (iii) provide advice to the Corporation as to occasional transactions in specific securities or investments, but without generally furnishing advice or making recommendations regarding the purchase or sale of securities. Counselors may confer with each other, but each counselor shall provide such advice and furnish such information individually and not as a board, group or in any other joint capacity. Each counselor shall be entitled to receive compensation, if any, as may from time to time be fixed by the Board of Directors. Each counselor may also be reimbursed by the Corporation for reasonable expenses incurred in attending meetings of the Board of Directors or otherwise.

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EX-2.G

EXHIBIT 2(g)

INVESTMENT ADVISORY

AND MANAGEMENT AGREEMENT

Investment Advisory and Management Agreement dated April 28, 2003, (“Agreement”) between THE MEXICO FUND, INC., a Maryland corporation (the “Corporation”), and IMPULSORA DEL FONDO MEXICO, sa de cv, a Mexican corporation having its principal office in Mexico City, Mexico (the “Adviser”).

WHEREAS, the Corporation is registered with the United States Securities and Exchange Commission (“SEC”) as a closed-end, non-diversified management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and the Adviser is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”);

WHEREAS, the Corporation’s investment objective is to invest and reinvest its assets in Mexican securities; and

WHEREAS, the Corporation desires to retain the Adviser to furnish investment advisory and management services for the Corporation and the Adviser is willing to furnish such services.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, it is agreed between the parties as follows:

1. Appointment of the Adviser. The Corporation appoints the Adviser to act as investment adviser to the Corporation for the period and on the terms set forth in this Agreement. The Adviser accepts such appointment and agrees to furnish the services herein set forth for the compensation provided.

2. Investment Advisory and Management Services. The Adviser undertakes and agrees:

(a) To make investment decisions on behalf of the Corporation, to make available to the Corporation any necessary research and statistical data in connection therewith, and to supervise the acquisition and disposition of investments for the Corporation, including the selection of the brokers or dealers to carry out portfolio transactions for the Corporation;

(b) To comply with any and all provisions of the 1940 Act and the Advisers Act, and all provisions of any rules, regulations and orders of the SEC which are now or may, from time to time, be applicable to the Adviser and to its directors, officers, employees and interested persons (as such term is defined in the 1940 Act), and to comply with any and all provisions of the Mexican securities laws, as well as with any rules, regulations and orders promulgated thereunder which are now or may, from time to time, be applicable to the Adviser and to its directors, officers and employees; and

(c) To assist the Corporation in qualifying as a regulated investment company under the Internal Revenue Code and any and all applicable regulations of the Internal Revenue Service promulgated thereunder.

3. Compensation.

(a) As compensation for the services rendered and the expenses borne by the Adviser pursuant to this Agreement, the Corporation agrees to pay to the Adviser a fee, computed at the end of each calendar month on the basis of the average daily value of the net assets of the Corporation (as translated into dollars) for such month, at the annual rate of 1.00% of average daily net assets up to and including $200 million, 0.90% of such assets in excess of $200 million and up to and including $400 million, and 0.60% of such assets in excess of $400 million. The fee shall be based on the average daily value of the net assets of the Corporation for any period less than a full month during which this Agreement is in effect and shall be prorated according to the proportion which such period bears to a full month. Each fee payment shall be made within fifteen days after the end of each month.

(b) The average daily value of the Corporation’s net assets shall be determined on the basis of the value of all assets held for the account of the Corporation each business day as of the close of business on the Mexican Stock Exchange (the “Exchange”). For this purpose the method of establishing such value shall be as follows:

(i) All securities for which current market quotations on the Exchange are readily available shall be valued at the last quoted sales price on the Exchange on such day, or if there has been no sale, at the last quoted bid price; and

(ii) All other securities shall be valued by the Adviser as determined by the Board of Directors of the Corporation in good faith to be fair.

4. Expenses. The Adviser shall bear all expenses incurred by it in connection with its duties and activities under this Agreement. The Adviser further agrees to pay all salaries, fees, and expenses. of the Corporation’s directors and officers who are employees, officers, or directors of the Adviser, except for those expenses incurred in connection with the Corporation’s Board of Directors’ or shareholders’ meetings which are reimbursed by the Corporation under the Corporation’s Reimbursement Policy. The Corporation will bear all of its other expenses including expenses of organizing the Corporation; fees and expenses of the Corporation’s directors who are not employees, officers, or directors of the Adviser; interest expense; taxes and governmental fees; brokerage commissions and other expense incurred in acquiring or disposing of the Corporation’s portfolio securities; expenses of preparing stock certificates and other expenses in connection with the issuance, offering, distribution, sale or underwriting of securities issued by the Corporation; expenses of registering and qualifying the Corporation’s shares for sale with the SEC and in various states and foreign jurisdictions; auditing, accounting, insurance and legal costs; custodian, dividend disbursing and transfer agent cost; expenses of obtaining and maintaining stock exchange listings of the Corporation’s shares; and the expenses of shareholders’ meetings and of the preparation and distribution of reports to shareholders.

5. Duration and Termination. This Agreement shall become effective on April 28, 2003, shall terminate on April 3, 2005 and, thereafter, if not sooner terminated, shall continue in effect for successive periods of twelve months each, provided that each such continuance shall be specifically approved annually by the vote of a majority of the Corporation’s Board of Directors who are not parties to this Agreement or interested persons (as such term is defined in

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the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval and either (a) the vote of a majority of the outstanding voting securities of the Corporation, or (b) a majority of the Corporation’s Board of Directors as a whole. Notwithstanding the foregoing, this Agreement may be terminated at any time by the Corporation, without the payment of any penalty, upon vote of a majority of the Corporation’s Board of Directors or a majority of the outstanding voting securities of the Corporation, or by the Adviser, on sixty days’ written notice to the other party. This Agreement shall automatically terminate in the event of its assignment (as such term is defined in the 1940 Act).

6. Short Sales of the Corporation’s Stock. The Adviser agrees that it will not make a short sale of any capital stock of the Corporation or purchase any share of capital stock of the Corporation otherwise than for investment.

7. Liability of the Adviser. The Adviser may rely on information reasonably believed by it to be accurate and reliable. Except as may otherwise be provided by the 1940 Act, neither the Adviser nor its shareholders, officers, directors, employees or agents shall be subject to, and the Corporation shall indemnify and hold such persons harmless from and against, any liability for and any damages, expenses or losses incurred in connection with any act or omission in the course of, connected with or arising out of any services to be rendered hereunder, except by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviser’s duties or by reason of reckless disregard of the Adviser’s obligations and duties under this Agreement.

8. Services Not Exclusive. It is understood that the services of the Adviser are not deemed to be exclusive, and nothing in this Agreement shall prevent the Adviser, or any affiliate thereof, from providing similar services to other investment companies and other clients (whether or not their investment objective and policies are similar to those of the Corporation) or from engaging in other activities. When other clients of the Adviser desire to purchase or sell a security at the same time such security is purchased for the Corporation, it is understood that such purchases and sales will be made as nearly as practicable on a pro rata basis in proportion to the amounts desired to be purchased or sold by each client.

9. Miscellaneous

(a) This Agreement shall be construed in accordance with the laws of the State of Maryland, provided that nothing herein shall be construed as being inconsistent with the 1940 Act, the Advisers Act, applicable Mexican securities laws, and any rules, regulations and orders of the SEC.

(b) The captions in this Agreement are included for convenience only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.

(c) If any provisions of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable.

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(d) Nothing herein shall be construed as constituting the Adviser an agent of the Corporation.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed as of the day and year first above written.

The Mexico Fund, Inc.
By:	/s/ Juan Gallardo T.
	Juan Gallardo T.
	Chairman Board of Directors
Impulsora del Fondo México, S.A. de C.V.
By:	/s/ Jose Luis Gomez Pimienta
	José Luis Gómez Pimienta
	Director General

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EX-2.J.3

EXHIBIT 2(j)(3)

FOREIGN CUSTODY

DELEGATION AGREEMENT

between

THE MEXICO FUND, INC.

and

IMPULSORA DEL FONDO MEXICO, S.A. de C.V.

DELEGATION AGREEMENT

AGREEMENT, dated as of June 13, 2000 by and between IMPULSORA DEL FONDO MEXICO, S.A. de C.V., a corporation organized under the laws of the Republic of Mexico (the “Delegate”), and THE MEXICO FUND, INC., a corporation organized under the laws of the State of Maryland (the “Fund”).

WHEREAS, pursuant to the provisions of Rule 17f-5(b) under the Investment Company Act of 1940, and subject to the terms and conditions set forth herein, the Board of Directors of the Fund desires to delegate to the Delegate, and the Delegate hereby agrees to accept and assume, certain responsibilities described herein concerning Assets held outside of the United States.

NOW THEREFORE, in consideration of the premises and of the mutual agreements contained herein, the parties hereto agree as follows:

1. Definitions

Capitalized terms in this Agreement have the following meanings:

a. Assets

Assets means any of the Fund’s investments (including foreign currencies) for which the primary market is outside the United States, and such cash and cash equivalents as are reasonably necessary to effect the Fund’s transactions in such investments.

b. Authorized Representative

Authorized Representative means any one of the persons who are empowered, on behalf of the parties to this Agreement, to receive notices from the other party, to send notices to the other party, and to otherwise bind the respective parties with respect to the subject matter of this Agreement.

c. Board

Board means the Board of Directors of the Fund.

d. Compulsory Securities Depository

Compulsory Securities Depository means a Securities Depository the use of which is mandatory: (i) by law or regulation; (ii) because securities cannot be withdrawn from the depository; or (iii) because maintaining securities outside the Securities Depository is not consistent with prevailing custodial practices.

e. Country Risk

Country Risk means all factors reasonably related to the systemic risk of holding assets in a particular country, including, but not limited to, such country’s financial infrastructure (including any Securities Depositories operating in such country); prevailing custody and settlement practices; and laws applicable to the safekeeping and recovery of assets held in custody.

f. Eligible Foreign Custodian

Eligible Foreign Custodian has the meaning set forth in Rule 17f-5(a)(1).

g. Foreign Custody Manager

Foreign Custody Manager has the meaning set forth in Rule 17f-5(a)(2).

h. Monitor

Monitor means to re-assess or re-evaluate, at reasonable intervals, a decision or determination previously made.

i. Permissible Foreign Custodian

Permissible Foreign Custodian means any person with whom Assets may be placed and maintained outside the United States under (i) the Investment Company Act of 1940 or (ii) an order of the U.S. Securities and Exchange Commission, without regard to Rule 17f-5.

j. Securities Depository

Securities Depository has the meaning set forth in Rule 17f-5(a)(6).

2. Representations

a. Delegate’s Representations

Delegate represents that it is a corporation organized under the laws of the Republic of Mexico.

b. Fund’s Representations

Fund represents that the Board has determined that it is reasonable to rely on the Delegate to perform the responsibilities delegated by this Agreement.

3. Jurisdictions Covered

The authority delegated by this Agreement applies only with respect to Assets held in the Republic of Mexico.

4. Delegation of Authority to Act as Foreign Custody Manager

a. Selection of Eligible Foreign Custodians

Subject to the provisions of this Agreement and the requirements of Rule 17f-5 (and any other applicable law), the Delegate is authorized and directed to place and maintain Assets in the care of any Eligible Foreign Custodian or Custodians selected by the Delegate in each jurisdiction to which this Agreement applies.

b. Contracts With Eligible Foreign Custodians

Subject to the provisions of this Agreement and the requirements of Rule 17f-5 (and any other applicable law), the Delegate is authorized to enter into, on behalf of the Fund, such written contracts governing the Fund’s foreign custody arrangements with such Eligible Foreign Custodians as the Delegate deems appropriate.

5. Delegation of Authority to Place Assets With Permissible Foreign Custodians

Subject to the requirements of the Investment Company Act of 1940 (and any other applicable law or order), the Delegate is authorized to place and maintain Assets in the care of any permissible Foreign Custodian or Custodians in each jurisdiction to which this Agreement applies and to enter into, on behalf of the Fund, such written contracts governing the Fund’s foreign custody arrangements with such Permissible Foreign Custodians as the Delegate deems appropriate.

6. Monitoring of Eligible Foreign Custodians and Contracts

In each case in which the Delegate has exercised the authority delegated under this Agreement to place Assets with an Eligible Foreign Custodian, the Delegate is authorized to, and shall, on behalf of the Fund, establish a system to Monitor the appropriateness of maintaining Assets with such Eligible Foreign Custodian. In each case in which the Delegate has exercised the authority delegated under this Agreement to enter into a written contract governing the Fund’s foreign custody arrangements, the Delegate is authorized to, and shall, on behalf of the Fund, establish a system to Monitor the appropriateness of such contract.

7. Guidelines and Procedures for the Exercise of Delegated Authority

a. Board’s Conclusive Determination Regarding Country Risk

In exercising its delegated authority under this Agreement, the Delegate may assume, for all purposes, that the Board has considered, and pursuant to its fiduciary duties to the Fund and the Fund’s shareholders, determined to accept, such Country Risk as is incurred by placing and maintaining Assets in the jurisdictions to which this Agreement applies. In exercising its delegated authority under this Agreement, the delegate may also assume that the Board has, and will continue to, Monitor such Country Risk to the extent the Board deems necessary and appropriate.

Nothing in this Agreement shall require the Delegate to make any selection or to engage in any Monitoring on behalf of the Fund that would entail consideration of Country Risk, except to the extent that the Delegate is already required to do so under the Investment Advisory and Management Agreement between the Delegate and the Fund.

b. Selection of Eligible Foreign Custodians

In exercising the authority delegated under this Agreement to place Assets with an Eligible Foreign Custodian, the Delegate shall determine that Assets will be subject to reasonable care, based on the standards applicable to custodians in the market in which the Assets will be held, after considering all factors relevant to the safekeeping of such assets, including, without limitation;

i. The Eligible Foreign Custodian’s practices, procedures, and internal controls, including, but not limited to, the physical protections available for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices;

ii. Whether the Eligible Foreign Custodian has the financial strength to provide reasonable care for Assets;

iii. The Eligible Foreign Custodian’s general reputation and standing and, in the case of a Securities Depository, the Securities Depository’s operating history and number of participants;

iv. Whether the Fund will have jurisdiction over and be able to enforce judgments against the Eligible Foreign Custodian, such as by virtue of the existence of any offices of the Eligible Foreign Custodian in the United States or the Eligible Foreign Custodian’s consent to service of process in the United States;

v. In the case of an Eligible Foreign Custodian that is a Securities Depository, any additional factors and criteria set forth in Appendix A to this Agreement that the Delegate may deem relevant.

c. Evaluation of Written Contracts

In exercising the authority delegated under this Agreement to enter into written contracts governing the Fund’s foreign custody arrangements with an Eligible Foreign Custodian, the Delegate shall determine that such contracts (or, in the case of a Securities Depository, such contract, the rules or established practices or procedures of the depository, or any combination of the foregoing) provide reasonable care for Assets based on the standards applicable to Eligible Foreign Custodians in the relevant market. In making this determination, the Delegate shall ensure that the terms of such contracts comply with the provisions of Rule 17f-5(c)(2), as set forth in Appendix C to this Agreement.

d. Monitoring

In exercising the authority delegated under this Agreement to establish a system to Monitor the appropriateness of maintaining Assets with an Eligible Foreign Custodian or the appropriateness of a written contract governing the Fund’s foreign custody arrangements, the Delegate shall consider any factors and criteria set forth in Appendix B to this Agreement. If, as a result of its Monitoring of Eligible Foreign Custodian relationships hereunder or otherwise, the Delegate determines in its sole discretion that it is in the best interest of the safekeeping of the Assets to move such Assets to a different Eligible Foreign Custodian, the Fund shall bear any expense related to such relocation of Assets.

8. Standard of Care

In exercising the authority delegated under this Agreement, the Delegate agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of assets of an investment company registered under the Investment Company Act of 1940 would exercise.

9. Reporting Requirements

Delegate agrees to provide written reports notifying the Board of the placement of Assets with a particular Eligible Foreign Custodian or Permissible Foreign Custodian and of any material change in the Fund’s foreign custody arrangements. Such reports shall be provided to the Board quarterly for consideration at the next regularly scheduled meeting of the Board or earlier if deemed necessary or advisable by the Delegate in its sole discretion.

10. Limitation of Liability.

a. Notwithstanding anything in this Agreement to the contrary, in no event shall the Delegate or any of its officers, directors, employees or agents (collectively, the “Indemnified Parties”) be liable to the Fund or any third party, and the Fund shall indemnify and hold the Delegate and the Indemnified Parties harmless from and against any and all loss, damage, liability, actions, suits, claims, costs and expenses, including legal fees, (a “Claim”) arising as a result of any act or omission of the Delegate or any Indemnified Party under this Agreement, except for any Claim resulting solely from the negligence, willful misfeasance or bad faith of the Delegate or any Indemnified Party. Without limiting the foregoing, neither the Delegate nor the Indemnified Parties shall be liable for, and the Delegate and the Indemnified Parties shall be indemnified against, any Claim arising as a result of:

i. Any act or omission by the Delegate or any Indemnified Party in reasonable good faith reliance upon the terms of this Agreement, any resolution of the Board, telegram, telecopy, notice, request, certificate or other instrument reasonably believed by the Delegate to genuine;

ii. Any information which the Delegate provides or does not to provide under Section 10 hereof;

iii. Any acts of God, earthquakes, fires, floods, storms or other disturbances of nature, epidemics, strikes, riots, nationalization, expropriation, currency restrictions, acts of war, civil war or terrorism, insurrection, nuclear fusion, fission or radiation, the interruption, loss or malfunction of utilities, transportation or computers (hardware or software) and computer facilities, the unavailability of energy sources and other similar happenings or events.

b. Notwithstanding anything to the contrary in this Agreement, in no event shall the Delegate or the Indemnified Parties be liable to the Fund or any third party for lost profits or lost revenues or any special, consequential, punitive or incidental damages of any kind whatsoever in connection with this Agreement or any activities hereunder.

11. Effectiveness and Termination of Agreement

This Agreement shall be effective as of the later of the date of execution on behalf of the Board or the Delegate and shall remain in effect until terminated as provided herein. This Agreement may be terminated at any time, without penalty, by written notice from the terminating party to the non-terminating party. Termination will become effective 30 days after receipt by the non-terminating party of such notice.

12. Authorized Representatives and Notices

The respective Authorized Representatives of the Fund and the Board, and the addresses to which notices and other documents under this Agreement are to be sent to each, are as set forth in Appendix C. Any Authorized Representative of a party may add or delete persons from that party’s list of Authorized Representatives by written notice to an Authorized Representative of the other party.

13. Governing Law

This Agreement shall be constructed in accordance with the laws of the State of Maryland without regard to principals of choice of law.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, Authorized Representatives of the Board and of the Delegate have affixed their signatures as of the date first written above.

IMPULSORA DEL FONDO MEXICO, S.A. de C.V.
By:	/s/ Jose Luis Gomez Pimienta
Name:	Jose Luis Gomez Pimienta
Title:	President
THE MEXICO FUND, INC.
By:	/s/ Juan Gallardo T.
Name:	Juan Gallardo T.
Title:	Chairman of the Board

List of Appendices

A — Additional Factors and Criteria To Be Applied in the Selection of Eligible Foreign Custodians That Are Securities Depositories

B — Factors and Criteria To Be Applied in Establishing Systems For the Monitoring of Foreign Custody Arrangements and Contracts

C — Foreign Custody Contracts

D — Authorized Representatives

APPENDIX A

Additional Factors and Criteria To Be

Applied in the Selection of Eligible Foreign

Custodians That Are Securities Depositories

In addition to the factors set forth in Rule 17f-5(c)(1), in selecting Eligible Foreign Custodians that are Securities Depositories, the Delegate shall consider the following factors, if such information is available:

1. Whether use is voluntary or compulsory

2. Ownership

3. Operating history

4. Established rules, practices and procedures

5. Membership

6. Financial strength

7. Governing regulatory body

APPENDIX B

Factors and Criteria To Be Applied

in Establishing Systems For the Monitoring of

Foreign Custody Arrangements and Contracts

In establishing systems for the Monitoring of foreign custody arrangements and contracts with Eligible Foreign Custodians, the Delegate shall consider the following factors, if such information is available:

1. Operating performance

2. Established practices and procedures

3. Relationship with market regulators

4. Contingency planning

APPENDIX C

Foreign Custody Contracts

The written contracts governing the Fund’s foreign custody arrangements must include provisions that provide:

1. For indemnification or insurance arrangements (or any combination of foregoing) such that the Fund will be adequately protected against the risk of loss of assets held in accordance with such contract;

2. That the Fund’s assets will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the custodian or its creditors except a claim of payment for their safe custody or administration or, in the case of cash deposits, liens or rights in favor of creditors of the custodian arising under bankruptcy, insolvency, or similar laws;

3. That beneficial ownership for the Fund’s assets will be freely transferable without the payment of money or value other than for safe custody or administration;

4. That adequate records will be maintained identifying the assets as belonging to the Fund or as being held by a third party for the benefit of the Fund;

5. That the Fund’s independent public accountants will be given access to those records or confirmation of the contents of those records; and

6. That the Fund will receive periodic reports with respect to the safekeeping of the Fund’s assets, including, but not limited to, notification of any transfer to or from the Fund’s account or a third party account containing assets held for the benefit of the Fund.

Such contract may contain, in lieu of any or all of the provisions specified in paragraph (c)(2)(i) of this rule, such other provisions that the Delegate determines will provide, in their entirety, the same or a greater level of care and protection for Fund assets as the specified provisions, in their entirety.

APPENDIX D

Authorized Representatives

Notices under this Agreement shall be sent to, and shall be executed on behalf of the respective parties by, any one of the following —

1. Board

Sander M. Bieber

Assistant Secretary

1775 Eye Street, N.W.

Washington, D.C. 20006

2. Delegate

Lic. José Luis Gómez Pimienta

Director General

Impulsora del Fondo México, s.a. de c.v.

77 Aristóteles Street, 3^rd Floor

Polanco

11560 México, D.F. México

EX-2.K.1

EXHIBIT 2(k)(1)

THE MEXICO FUND, INC.

AMENDED AND RESTATED

ADMINISTRATIVE SERVICES AGREEMENT

AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT, dated as of the 18th day of June, 2002, between THE MEXICO FUND, INC. (hereinafter referred to as the “Fund”), and IMPULSORA DEL FONDO MEXICO, S.A. DE C.V. (hereinafter referred to as “Impulsora”).

W I T N E S S E T H:

WHEREAS, the Fund is a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS, the Fund desires to retain Impulsora for certain administrative services, and Impulsora is willing to furnish such administrative services on the terms and conditions hereinafter set forth.

NOW, THEREFORE, the parties agree as follows:

1. The Fund hereby appoints Impulsora to provide the services set forth below, subject to the overall supervision of the Board of Directors of the Fund, for the period and on the terms set forth in this Agreement. Impulsora hereby accepts such appointment and agrees during such period to render the services herein described and to assume the obligations set forth herein, for the compensation herein provided.

2. Subject to the supervision of the Board of Directors of the Fund, Impulsora shall be responsible for having its own office facilities and personnel adequate to perform the following services for the Fund:

(a) determine and publish the net asset value of the Fund in accordance with the Fund’s policy as adopted from time to time by the Board of Directors;

(b) assist in the preparation of the Fund’s financial statements and related regulatory filings;

(c) provide to the office designated by the Fund all information necessary so that the Fund may maintain, in its offices in the United States, certain books and records of the Fund required under the 1940 Act and other applicable federal and state law, as shall be mutually agreed by the Fund and Impulsora, and review, verify and validate the information processed by the office designated by the Fund;

(d) design, maintain and update on a daily basis as necessary the Fund’s web site;

(e) provide investor relations services including: (i) telephone reception; (ii) responses to e-mails, mail, facsimile or other means of communication from the investment community; (iii) visits to investors and analysts and coordination of conference calls; and (iv) related services as requested from time to time by the Fund and agreed upon by Impulsora;

(f) assist the Fund in compliance with United States and Mexican tax laws and regulations, including: (i) meeting and corresponding with tax authorities in Mexico; and (ii) assisting the Fund’s U.S. auditors in providing the information required for the preparation and filing of any tax forms as required by the laws of the United States;

(g) assist in the maintenance of all Fund records in accordance with the requirements of the 1940 Act and other applicable federal and state law and, on a regular basis, participate in the compliance reviews undertaken directly by the Fund in conjunction with U.S. counsel;

(h) assist in the administration of the Fund’s securities lending activities, if any, maintain credit files and keep the books and records relating to this activity; and

(i) serve as the primary contact for regulatory authorities in the United States and Mexico in the event of an inspection carried out in the United States or Mexico.

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3. Impulsora shall also perform the following services in connection with the implementation and operation of the policy adopted by the Fund to conduct periodic in-kind repurchase offers of Fund shares:

(a) Planning Services

(i) assist in the preparation, revision and delivery of all information necessary to U.S. counsel in order to file the repurchase offer documents with the appropriate United States regulatory agencies;

(ii) visit U.S. brokers, the Depositary Trust Co. (“DTC”) and American Stock Transfer and Trust Co (“AST&T”) as necessary prior to any repurchase offer in order to coordinate operational issues;

(iii) participate in the review, analysis and selection of the service providers needed to conduct repurchase offers, including, but not limited to, the Information and Depositary Agents, and coordinating with the Fund’s Custodian (“Bancomer”), U.S. and Mexican legal counsel, and with the Fund’s independent accountants regarding the conduct of the repurchase offers;

(iv) meet with Mexican brokerage houses and custodians that will be the recipients of the Fund’s portfolio securities to explain the details of the repurchase offers, including calculation, transfer and legal issues of the in-kind payments so as to ensure efficient processing and transfer of repurchase offer proceeds to participating shareholder accounts;

(v) create and maintain a computer program that provides in electronic form the information to be exchanged among Impulsora, the Fund and other service providers with regard to the repurchase offers; and

(vi) assist U.S. or international brokers and Fund investors who desire to participate in the repurchase offer.

(b) Execution Services

(i) receive repurchase requests from the Depositary;

(ii) verify that the Mexican accounts indicated by shareholders exist and are authorized to receive the Fund’s portfolio securities;

(iii) define the number of underlying securities that will be delivered to every requesting shareholder, making the necessary adjustments to avoid transfers of odd lots and/or fractional shares;

(iv) deliver to each Mexican broker or custodian the signed instructions given by Fund shareholders approving the reception in their Mexican securities accounts of the corresponding Fund portfolio securities;

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(v) instruct Bancomer to deliver the Fund’s portfolio securities to every custodian or broker selected by shareholders; and

(vi) make the necessary adjustments to the Fund’s books and records, following the representations made by the Fund to the United States Internal Revenue Service, and comply with all recording and presentation requirements.

All services to be furnished by Impulsora under this Agreement may be rendered by any directors, officers or employees, or any other agents, of Impulsora.

4. The Fund will pay Impulsora a fee, plus applicable taxes. For the services provided by Impulsora pursuant to Section 2 of this Agreement, the fee shall be computed at the end of each calendar month on the basis of the average daily value of the net assets of the Fund (as translated into U.S. Dollars) for such month, at the annual rate of 0.07% of average daily net assets. The fee will not be lower than the annual amount of $350,000. The fee shall be based on the average daily value of the net assets of the Fund for any period less than a full month during which this Agreement is in effect and shall be prorated according to the proportion which such period bears to a full month. Each fee payment and payment for applicable taxes shall be made within fifteen days after the end of each month.

5. The Fund will pay Impulsora an additional fee of $75,000, plus applicable taxes and reimbursement of all reasonable expenses incurred, per in-kind repurchase offer conducted as part of the Fund’s in-kind share repurchase policy for the services specified in Section 3 of this Agreement.

6. Impulsora assumes no responsibility under this Agreement other than to render the services called for hereunder, and specifically assumes no responsibilities for investment advice or the investment or reinvestment of the Fund’s assets.

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7. Impulsora shall not be liable for any error of judgment or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement.

8. Impulsora undertakes that it will not disclose any nonpublic personal information relating to the Fund’s shareholders to any third party (other than companies that perform fund accounting and/or marketing services for the Fund or financial institutions with whom the Fund has joint marketing arrangements) without the Fund’s prior written consent unless so required by law.

9. This Agreement shall become effective only when approved by vote of a majority of (i) the Board of Directors of the Fund, and (ii) the Directors who are not “interested persons” (as defined in the 1940 Act) of the Fund and who have no direct or indirect financial interest in this Agreement. This Agreement shall continue in effect through June 30, 2003 and thereafter shall continue automatically for successive annual periods, provided each such continuance is specifically approved by a vote of a majority of (i) the Fund’s Board of Directors and (ii) the Directors who are not “interested persons” (as defined in the 1940 Act) of the Fund and who have no direct or indirect financial interest in the Agreement. The Board of Directors will review on an annual basis the fee paid to Impulsora pursuant to Section 3 of this Agreement to determine whether an adjustment is needed based on the nature of the Fund’s in-kind repurchase offers.

10. This Agreement may be terminated at any time, without payment of any penalty, by a vote of a majority of the outstanding voting securities of the Fund (as defined in the 1940

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Act) or by a vote of a majority of the Directors of the Fund who are not “interested persons” (as defined in the 1940 Act) and who have no direct or indirect financial interest in this Agreement on 60 days’ written notice to Impulsora, or by Impulsora on 60 days’ written notice to the Fund.

11. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act).

12. Nothing in this Agreement shall limit or restrict the right of any director, officer or employee of Impulsora who may also be a director, officer or employee of the Fund to engage in any other business or to devote his time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict the right of Impulsora to engage in any other business or to render services of any kind to any other corporation, firm, individual or association.

13. The administrative services of Impulsora to the Fund under this Agreement are not to be deemed exclusive as to the Fund, and Impulsora, or any affiliate thereof, shall be free to render similar services to other investment companies and other clients (whether or not their investment objectives and policies are similar to those of the Fund) and to engage in other activities, so long as its services hereunder are not impaired thereby.

14. During the term of this Agreement, the Fund agrees to furnish Impulsora at its principal office prior to the use thereof, all prospectuses, proxy statements, reports to stockholders, sales literature, or other material prepared for distribution to stockholders of the Fund or the public that refer in any way to Impulsora, and not to use such material if Impulsora reasonably objects in writing within five business days (or such other time as may be mutually agreed) after receipt thereof. In the event of termination of this Agreement, the Fund will

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continue to furnish to Impulsora copies of any of the above-mentioned materials that refer in any way to Impulsora. The Fund shall furnish or otherwise make available to Impulsora such other information relating to the business affairs of the Fund as Impulsora at any time, or from time to time, reasonably requests in order to discharge its obligations hereunder.

15. If any provisions of this Agreement or the application thereof to any party or circumstances shall be determined by any court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of this Agreement or the application of such provision to such person or circumstance, other than those as to which it is so determined to be invalid or unenforceable, shall not be affected thereby, and each provision hereof shall be valid and shall be enforced to the fullest extent permitted by law.

16. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, without reference to the conflicts of law provisions thereof.

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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.

THE MEXICO FUND, INC.
By:	/s/ Juan Gallardo T.
	Juan Gallardo T.
	Chairman of the Board
IMPULSORA DEL FONDO MEXICO, S.A. DE C.V.
By:	/s/ Jose Luis Gomez Pimienta
	José Luis Gómez Pimienta
	Director General

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EX-2.K.3

EXHIBIT 2(k)(3)

AGREEMENT

This Agreement (this “Agreement”) is executed as of the 7th day of March, 2002 by and among The Mexico Fund, Inc., a Maryland corporation (the “Fund”), Laxey Partners Limited, an Isle of Man company (together with its affiliates, including but not limited to Laxey Investors Limited and The Value Catalyst Fund, “Laxey”), and Impulsora del Fondo Mexico, S.A. de C.V., a Mexico corporation (“Impulsora”):

WHEREAS, the Fund, on the one hand, and Laxey and certain of its affiliates, on the other hand, have waged a proxy contest with respect to, among other issues, the election of directors, the Fund’s proposed repurchase policy and the termination of the investment advisory agreement of the Fund; and

WHEREAS, the Fund has proposed a repurchase offer policy which generally is acceptable to Laxey and, in consideration, among other things, of certain clarifications of the policy and certain agreements and covenants of the Fund, Laxey has agreed to withdraw its proposals to elect two directors and to terminate the investment advisory agreement of the Fund;

NOW, THEREFORE, in consideration of the terms and conditions hereof, the parties hereto agree as follows:

1. (a) The Fund hereby covenants to Laxey, for the benefit of Laxey and the other stockholders of the Fund, that, on or prior to May 31, 2002, the Fund shall commence an in-kind tender offer to all stockholders of the Fund to repurchase in-kind any and all shares of the Fund at not less than 98% of net asset value. Such tender offer shall be consummated (including the acceptance of and payment for all properly-tendered shares) on or prior to July 15, 2002.

(b) Impulsora hereby irrevocably agrees that, in the event that the above-described tender offer is not consummated by September 15, 2002, it shall tender to the Fund, in accordance with the terms of its investment advisory agreement with the Fund, notice of termination as the investment adviser to the Fund, effective as of September 15, 2002, and the Fund shall be deemed to have accepted such resignation, effective as of 60 days from such date. In the event that Impulsora resigns pursuant to this Section 1(b), the Fund hereby agrees that neither Impulsora nor any of its affiliates or associates or successors, de facto or de jure, shall be selected as the replacement investment adviser to the Fund.

2. Laxey hereby irrevocably withdraws both of its proposals (election of two directors, termination of investment advisory agreement) for consideration at the Fund’s 2002 annual meeting of stockholders.

3. The Fund hereby covenants to Laxey, for the benefit of Laxey and the other stockholders of the Fund, to amend its current exemptive application as soon as practicable after the date of this Agreement with the Securities and Exchange Commission relating to an in-kind periodic

repurchase offer policy in conformance to the press release issued by the Fund on March 6, 2002 (the “Press Release”) and to use its best reasonable efforts to cause an order granting the application, as modified, to be issued by the Securities and Exchange Commission.

4. The Fund shall reimburse Laxey in the amount of US$600,000 for its out-of-pocket fees and expenses incurred in connection with the proxy contest, as set forth in the invoice annexed hereto as Exhibit A. Such reimbursement shall occur within five (5) business days after the date of this Agreement.

5. (a) The Fund hereby represents and warrants to Laxey, for the benefit of Laxey and the other stockholders of the Fund, that (i) the execution and delivery by the Fund of this Agreement has been duly authorized by all action required by law, its articles of incorporation and by-laws, (ii) this Agreement has been duly executed and delivered by the Fund and constitutes a legal, valid and binding obligation of the Fund, enforceable against it in accordance with its terms, (iii) the execution, delivery and performance by the Fund of this Agreement (including the consummation of the above-described tender offer) will not conflict with or result in any breach of any provision of the articles of incorporation or by-laws of the Fund, (iv) the above-described tender offer has been duly authorized by all action required by law, its articles of incorporation and by-laws, (v) the Board of Directors of the Fund has resolved for the Fund to take all steps required to be taken by the Fund or its Board of Directors, including any steps suggested in the Signature Financial no-action letter (Signature Financial Group, Inc. (December 28, 1999)), in order to allow the Fund to make the above-described tender offer to all “affiliated persons” of the Fund, (vi) the Board of Directors of the Fund has been advised by its legal counsel that (A) the proxy statement does not need to be revised or the proxies re-solicited as a result of the announcement of the revised in-kind repurchase offer policy as described in the Press Release, and (B) “affiliated persons” will (subject to any actions taken by such persons which would cause a change in their eligibility to participate) be entitled to tender their shares of the Fund into the above-described tender offer and to receive the in-kind consideration afforded to the other stockholders of the Fund who tender.

(b) Impulsora hereby represents and warrants to Laxey, for the benefit of Laxey and the other stockholders of the Fund, that (i) the execution and delivery by Impulsora of this Agreement has been duly authorized by all action required by law and its articles of incorporation, (ii) this Agreement has been duly executed and delivered by Impulsora and constitutes a legal, valid and binding obligation of Impulsora, enforceable against it in accordance with its terms and (iii) the execution, delivery and performance by Impulsora of this Agreement will not conflict with or result in any breach of any provision of the articles of incorporation of Impulsora.

(c) Laxey Partners Limited hereby represents and warrants to the Fund that (i) the execution and delivery by Laxey Partners Limited of this Agreement has been duly authorized by all action required by law, its certificate of incorporation and by-laws, (ii) this Agreement has been duly executed and delivered by Laxey Partners Limited and constitutes a legal, valid and binding obligation of Laxey Partners Limited, enforceable against it in accordance with its terms and (iii) the execution, delivery and performance by Laxey Partners Limited of this Agreement will not conflict with or result in any breach of any provision of the charter or by-laws of Laxey Partners Limited.

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6. For a period commencing on the date of this Agreement and ending five (5) years after the date of this Agreement, Laxey hereby agrees that, without the prior written consent of the Fund, Laxey shall not, directly or indirectly, through one or more intermediaries or otherwise, participate in any transaction in which one or more parties have done or seek to do any of the following: (a) purchase or acquire, or agree to purchase or acquire, any shares of capital stock or other securities of the Fund; (b) solicit, or encourage any other person to solicit, proxies or consents of stockholders of the Fund, or become a “participant” or otherwise engage in any “solicitation” (as such terms are defined under Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), with respect to any matter in opposition to the recommendation of a majority of the members of the Board of Directors of the Fund then in office; (c) acquire or affect, or seek to acquire or affect, control of the Fund, or influence or seek to influence the management of the Fund, or directly or indirectly participate in or encourage the formation of any group seeking to influence management or to displace or modify the composition of the Board of Directors of the Fund; (d) join a partnership, limited partnership, syndicate or other group within the meaning of Section 13(d) of the Exchange Act for the purpose of acquiring, holding or disposing of any shares of capital stock or other securities of the Fund (other than the shares of capital stock held by Laxey and its affiliates, as reported in Laxey’s definitive proxy statement with respect to the Fund’s 2002 annual meeting of stockholders); (e) initiate, propose or otherwise solicit stockholders for the approval of one or more stockholder proposals with respect to the Fund, as described in Rule 14a-8 under the Exchange Act, irrespective of whether Rule 14a-8 under the Exchange Act is applicable; or (f) seek to modify the terms of this Section 6. Notwithstanding the immediately preceding sentence, this Section 6 shall terminate in all respects in the event that (a) the above-described tender offer is not consummated on or prior to July 15, 2002 or (b) either the Fund or Impulsora breaches its obligations under Sections 1(b) or 4 hereof.

7. (a) Laxey and its affiliates, on the one hand, and the Fund and Impulsora and each of its officers and directors, on the other hand, mutually agree not to make any statements under circumstances reasonably likely to cause such statements to become public, in writing or otherwise, that is critical of or that disparages the reputation or character of the other party hereto, in any way maligns the business, financial condition, results of operations, prospects or reputation of the other party, accuses the other party of wrongdoing or improper conduct or implies such wrongdoing or improper conduct, at any time for any reason whatsoever.

(b) Laxey and the Fund will agree upon the text press release to be issued by the Fund immediately following the execution of this Agreement and, after the issuance of such press release, the parties will not make any public statements inconsistent with the text of such press release.

8. Except to the extent disclosed in the joint press release issued pursuant to Section 7(b) above, the parties agree that they will keep the terms of this Agreement confidential, provided that

3

this agreement of confidentiality shall not prevent the parties from informing the following persons: their officers, employees, attorneys, accountants and, in the case of Laxey, the funds and accounts advised by them which currently own capital stock of the Fund (and their partners, agents and representatives) and provided further that they are informed of the confidentiality of such terms and agree to abide by it. Disclosures to any person not identified in the preceding sentence shall not be permitted except with the prior written consent of both parties or as required by law. In amplification of the immediately preceding sentence, the parties acknowledge that Laxey will disclose in its Schedule 13D that, as a result of the commitments made by the Fund to provide liquidity to the stockholders at not less than 98% of net asset value, (a) it has withdrawn both of its proposals with respect to the Fund’s 2002 annual meeting, (b) Laxey and its affiliates have voted its shares of capital stock of the Fund in favor of the Fund’s slate of proposals and (c) for the foreseeable future and for so long as the Fund carries through on its commitments, Laxey will be a passive investor only (without limiting its right to trade out of its position in the Fund).

9. Subject to the terms and conditions of this Agreement, each of the parties hereto agrees to use its best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement.

10. Notwithstanding any other provision of this Agreement, the Fund and Impulsora shall be relieved from taking the actions covenanted by them or required to be taken by them, by the dates set forth in Section 1 of this Agreement, if there shall have occurred (a) any general suspension of trading in, or limitation on prices for securities on the New York Stock Exchange or the Mexican Stock Exchange, (b) any declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or Mexico, (c) any limitation, whether or not mandatory, by any Federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign on, or other event that materially affects, the extension of credit by banks or other lending institutions in the United States or Mexico, (d) any armed hostilities or similar national calamity in the United States or Mexico, (e) any decline, measured from the date of this Agreement, in either the Dow Jones Industrial Average or the Mexican Stock Exchange index by an amount in excess of 30%, or (f) in the case of any of the foregoing occurrences existing on the date of this Agreement, a material acceleration or worsening thereof, any of which events enumerated in clauses (a) through (f) shall have had a material adverse effect on the ability of the Fund and Impulsora to take the covenanted or required actions by the deadlines therefor. The parties agree that if any such event occurs, they will establish in good faith new dates for the actions required in Section 1 and for Section 6, which new dates shall be as early as reasonably feasible.

11. This Agreement contains the entire agreement between the parties hereto and supersedes all prior or contemporaneous agreements, understandings, representations and statements, oral or written.

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12. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland.

13. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute the same agreement.

[SIGNATURES BEGIN ON NEXT PAGE]

5

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of this 7th day of March, 2002.

THE MEXICO FUND, INC.
By:	/s/ Juan Gallardo T.
Name:	Juan Gallardo T.
Title:	Chairman
LAXEY PARTNERS LIMITED
By:	/s/
Name:
Title:
With respect to Sections 1(b), 5(b) and 7(a) only:
IMPULSORA DEL FONDO MEXICO, S.A. DE C.V.
By:	/s/ Jose Luis Gomez Pimienta
Name:	Jose Luis Gomez Pimienta
Title:	President

6

LAXEY PARTNERS LIMITED

28 Chelsea Wharf, Lots Road

London SW 10 OQJ

United Kingdom

March 7, 2002

The Mexico Fund, Inc.

1775 Eye Street, N.W.

Washington, DC 20006-2401

Attn: Mr. Samuel Garcia-Cuellar, Secretary

FOR FEES AND EXPENSES IN CONNECTION WITH solicitation of proxies and related matters, including legal fees and expenses of counsel of approximately $335,000.00, legal fees and expenses of local counsel of approximately $10,000.00, proxy solicitation fees and expenses of approximately $210,000.00, printing expenses of approximately $15,000.00 and miscellaneous expenses including travel of approximately $30,000.00. $ 600,000.00

7

EX-2.R.1

EXHIBIT 2(r)(1)

THE MEXICO FUND, INC.

Code of Ethics

Amended and Restated

as of August 2, 2002

TABLE OF CONTENTS

			Page
PART 1 - STATEMENT OF PRINCIPLES			4
PART 2 - PURPOSES AND CONSEQUENCES OF NON-COMPLIANCE			5
PART 3 - CODE OF ETHICS			5
3.1.	Legal Requirement		5
3.2.	Definitions of Important Terms		6
3.3.	Who Is Covered by the Code and How Does It Work?		9
3.4.	What Accounts and Transactions Are Covered?		9
3.5.	What Securities Are Not Covered by the Code?		10
3.6.	What Transactions Are Prohibited by the Code?		10
A.	Prohibited Transactions — In General		10
B.	Specific Examples of Prohibited Transactions		11
	1.	Front-running:Trading Ahead of the Fund or Client	11
	2.	Scalping	11
	3.	Trading Parallel to the Fund or Client	12
	4.	Trading Against the Fund or Client	12
	5.	Use of Proprietary Information	12
	6.	Confidentiality of Fund Transactions	12
PART 4 - WHAT MUST BE DONE TO COMPLY WITH THE REPORTING REQUIREMENTS?			13
4.1.	Reporting of Beneficial Ownership and Securities Transactions		13
A.	Importance of Reporting		13
B.	Disclosure of Beneficial Ownership		13
C.	Reports and Notices		13
	1.	Initial and Annual Reports of Ownership of Shares of Publicly Traded Companies (Schedule B)	13
	2.	Quarterly Transaction Reports (Schedule C)	14
	3.	Initial, Annual and Transaction Reports - Non-interested Directors	14
	4.	Brokerage Accounts and Confirmations of Securities Transactions	15
	5.	Submission of Brokerage Reports in Lieu of Schedules B and C	16
PART 5 - PRE-CLEARANCE REQUIREMENTS			16
5.1.	Prior Approval of Securities Transactions		16
PART 6 - SPECIAL PROVISIONS APPLICABLE TO PORTFOLIO PERSONS			18
6.1.	Requirement to Disclose Interest and Method of Disclosure		18
A.	Blackout Period		18
B.	Securities Sold in an Initial Public Offering		18
C.	Interests in Partnerships and Securities Issued in Private Placements		18
D.	Short-Swing Trading		19
E.	Service as a Director		19
F.	Acceptance of Gifts		19
6.2.	Confidentiality of Fund Transactions		19
PART 7 - A REMINDER ABOUT THE ADVISER’S INSIDER TRADING POLICY			20
PART 8 - VIOLATIONS OF THE CODE			21
PART 9 - THE MEXICO FUND, INC. AND IMPULSORA DEL FONDO MEXICO, S.A. DE C.V. CODE OF ETHICS COMPLIANCE PROCEDURES			22

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I.	Responsibilities of the Compliance Officer			22
A.	Pre-Clearance Standards			22
	1.	General Principles		22
	2.	Specific Standards		22
		(a)	Private Placements	22
		(b)	Open Orders	23
		(c)	Duration of Clearance	23
B.	Waivers by the Compliance Officer			23
C.	Continuing Responsibilities			24
D.	Periodic Responsibilities			25
E.	Annual Responsibilities			26
II.	Personnel Responsibilities and Procedures			26
A.	New Employees			26
B.	Supervisory Procedures for Effectuating Compliance			27
	1.	Annual Reports to Management		27
	2.	Records		27
	3.	List of Access Persons and Portfolio Persons		27
SCHEDULE A - DESIGNATION OF COMPLIANCE OFFICER				28
SCHEDULE B - INITIAL AND ANNUAL HOLDINGS REPORT				29
SCHEDULE C - REPORT OF QUARTERLY SECURITIES TRANSACTIONS				31
SCHEDULE D - PRIVATE PLACEMENT PURCHASE APPROVAL				32
SCHEDULE E - LIST OF ACCESS PERSON AND PORTFOLIO PERSONS				33
ACKNOWLEDGEMENT				34

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THE MEXICO FUND, INC.

CODE OF ETHICS

AND

RELATED COMPLIANCE PROCEDURES

The Mexico Fund, Inc. (the “Fund”) and its adviser, Impulsora del Fondo México, S.A. de C.V. (the “Adviser”), have adopted this Code of Ethics (the “Code”).

The Board of Directors of the Fund, including a majority of directors who are not “interested persons” of the Fund, as that term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”), must approve any material change to the Code based on a determination that the Code contains provisions reasonably necessary to prevent Access Persons (as defined herein) from engaging in conduct prohibited under rule 17j-1 of the 1940 Act or this Code.

Before approving amendments to the Code, the Board of Directors must receive a certification from the Fund and the Adviser that the procedures under the Code are reasonably necessary to prevent Access Persons from violating the Code.

PART 1 - STATEMENT OF PRINCIPLES

The policy of the Fund and the Adviser is that the interests of shareholders and clients are paramount and come before the interests of any director, officer or employee of the Fund or the Adviser.

Personal investing activities of all directors, officers and employees of the Fund or the Adviser should be conducted in a manner to avoid actual or potential conflicts of interest with the Fund, its shareholders, and other clients of the Adviser.

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Directors, officers and employees of the Fund and Adviser shall not use their positions with the Fund or Adviser, or any investment opportunities they learn of because of their positions with the Fund or the Adviser, to the detriment of the Fund, its shareholders, and other clients of the Adviser.

PART 2 - PURPOSES AND CONSEQUENCES OF NON-COMPLIANCE

It is important that you read and understand this document, because its overall purpose is to help all of us comply with the law and to preserve and protect the outstanding reputation of the Fund. This document was adopted to comply with U.S. Securities and Exchange Commission rules under the 1940 Act, the U.S. Investment Advisers Act of 1940, as amended (“Advisers Act”) and industry practice. Any violation of the Code, including engaging in a prohibited transaction or failing to file required reports, may result in disciplinary action, including, when appropriate, termination of employment.

PART 3 - - CODE OF ETHICS

3.1. Legal Requirement

Section 17(j) of the 1940 Act,¹ and Rule 17j-1 thereunder, make it unlawful for any affiliated person of the Fund or the Adviser in connection with the purchase or sale of a security “held or to be acquired” by the Fund:

(A) To employ any device, scheme or artifice to defraud the Fund;

(B) To make to the Fund any untrue statement of a material fact or omit to state to the Fund a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

¹ Section 17(j) does not ban personal investing but rather authorizes the Securities and Exchange Commission (the “Commission”) to adopt rules and regulations necessary to prevent any trading practices that might prove fraudulent or manipulative. Pursuant to this authority, the Commission adopted Rule 17j-1.

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(C) To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon the Fund; or

(D) To engage in any manipulative practice with respect to the Fund.

A security is “held or to be acquired” if within the most recent 15 days it (i) is or has been held by the Fund, or (ii) is being or has been considered by the Fund or the Adviser for purchase by the Fund; and any option to purchase or to sell, including any security convertible into or exchangeable for, such security.

3.2. Definitions of Important Terms²

For purposes of the Code, the terms below have the following meanings:

(A) 1934 Act - The Securities Exchange Act of 1934, as amended.

(B) 1940 Act - The Investment Company Act of 1940, as amended.

(C) Access Person - Each director or officer of the Fund or the Adviser, or Advisory Representative (as defined below), and any other person that directly or indirectly controls (within the meaning of Section 2(a)(9) of the 1940 Act³) the Fund or who has access to information concerning recommendations made to the Fund or a client with regard to the purchase or sale of a security.

(D) Adviser - Impulsora del Fondo México, S.A. de C.V.

(E) Advisory Representative - Any employee of the Fund or the Adviser who makes any recommendation to the Fund regarding the purchase or sale of a security, who participates in the determination of which recommendation shall be made to the Fund, or whose

² Some of these definitions are repeated below at appropriate places to provide further clarity.

³ Section 2(a)(9) defines “control” as “the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of any official position with such company.” Further, ”any person who owns beneficially, either directly or through one or more controlled companies, more than 25 per centum of the voting securities of the company shall be presumed to control.”

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functions or duties relate to the determination of which recommendation to the Fund shall be made; any employee who, in connection with his duties, obtains any information concerning which securities are being recommended to the Fund prior to the effective dissemination of such recommendations or of the information concerning such recommendations; and any of the following persons who obtain information concerning securities recommendations to the Fund being made by the Adviser prior to the effective dissemination of such recommendations or of the information concerning such recommendations: (i) any person in a control relationship to the Fund or the Adviser; (ii) any affiliated person of such controlling person; and (iii) any affiliated person of such affiliated person.

(F) Appropriate Analyst - Any securities analyst or portfolio manager making investment recommendations or investing funds on behalf of the Fund or any client of the Adviser, and who may be reasonably expected to recommend or consider the purchase or sale of a security for the Fund or other client.

(G) Beneficial Ownership - Generally, a person has a beneficial ownership in a security if he or she, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in the security. There is a presumption of a pecuniary interest in a security held or acquired by a member of a person’s immediate family sharing the same household. “Beneficial ownership” has the same meaning as that term is used in Rule 16a-1(a)(2) under the 1934 Act (which governs the reporting requirements and short-swing trading liability of insiders of the Fund).⁴

(H) Fund - The Mexico Fund, Inc.

⁴ You have received, under separate cover, a memorandum regarding your obligations under Section 16 of the 1934 Act, including your filing of Forms 3, 4 and 5.

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(I) Held or to be Acquired - Any Security that within the most recent 15 days (i) is or has been held by the Fund, or (ii) is being or has been considered by the Fund or the Adviser for purchase by the Fund; and any option to purchase or to sell, including any security convertible into or exchangeable for, such security.

(J) Officer - For purposes of the Code, an “officer” is any officer of the Fund or the Adviser (as defined in the By-Laws of the Fund or the Adviser, as applicable) who performs a policy-making function or any other person who performs similar policy-making functions for the Fund or the Adviser. Excluded from this definition are officers whose role is only ministerial in nature.

(K) Portfolio Person - Any employee of the Fund, who, in connection with his or her regular functions or duties, makes, participates in or obtains information regarding the purchase or sale of a security by the Fund, or whose functions relate to the making of any recommendations with respect to such purchases or sales. Portfolio Persons include portfolio managers, research analysts, traders, persons serving in equivalent capacities (such as management trainees), persons supervising the activities of Portfolio Personnel, and those persons designated as such by the Compliance Officer.⁵

(L) Security - Any security except direct obligations of the Government of the United States, bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements and shares issued by open-end investment companies.

⁵ It should be noted that it is our understanding that all employees of the Adviser are restricted from investing in securities other than those offered by Mexican mutual funds and that, therefore, most of the Code’s trading restrictions will be rendered moot with regard to employees of the Adviser who would be considered Officers, Access Persons, or Portfolio Persons.

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3.3. Who Is Covered by the Code and How Does It Work?

The Code covers all “Access Persons,” that is: (1) all officers and directors of the Fund or the Adviser, and persons that control those entities; and (2) all employees of the Fund or the Adviser who have access to information about investments of the Fund. The Code works by prohibiting some transactions and requiring pre-clearance and reporting of most others. But, independent directors of the Fund⁶ do not have to pre-clear their security⁷ transactions, and, in most cases, do not have to report their transactions.

3.4. What Accounts and Transactions Are Covered?

The Code covers all of your personal securities accounts and transactions. It also covers all securities and accounts in which you have “beneficial ownership.” A transaction by or for the account of your spouse or any other family member living in your home is considered to be the same as a transaction by you. Also, a transaction for any account in which you have any economic interest (other than the account of an unrelated client) is generally considered the same as a transaction by you. For example, if you invest in a corporation or other entity that invests in securities, that entity’s securities transactions are considered yours if you control the entity or have or share control over its investments. In a similar way, securities transactions of a trust or foundation of which you are a trustee, settlor, or beneficiary are considered yours if you have voting or investment control of its assets. Accordingly, each time the words “you” or “your” are used in this document, they apply not only to your personal transactions and accounts,

⁶ “Independent director” means one who is not an “interested person” under the 1940 Act. If you are an independent director, you need not report any securities transaction unless you knew, or should have known that, during the 15-day period before or after the transaction, the security was purchased or sold or considered for purchase or sale by the Fund. (See Part 4.1.C.3. below.)

⁷ The term “security” also includes commodities and other derivatives. (See Part 3.2(L), above, for the definition of “security” for purposes of the Code.)

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but also to all transactions and accounts in which you have any direct or indirect beneficial interest. If it is not clear whether a particular account or transaction is covered, you must ask the Compliance Officer for guidance.

3.5. What Securities Are Not Covered by the Code?

As stated above, the term “security” does not include direct obligations of the Government of the United States, bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements and shares issued by open-end investment companies. Therefore, no pre-clearance and reporting of transactions involving these instruments is required under the terms of the Code.⁸

3.6. What Transactions Are Prohibited by the Code?

A. Prohibited Transactions — In General

You are prohibited from buying or selling, directly or indirectly, any security in which you have beneficial ownership and which you knew or should have known at the time of such purchase or sale:

(1) is being considered for purchase or sale⁹ by the Fund; or

(2) is being purchased or sold by the Fund.

At a minimum, you are prohibited from executing a securities transaction on a day during which the Fund has a pending “buy” or “sell” order in that same security until the Fund’s

⁸ See Part 3.2(L) for the definition of “security” for purposes of the Code.

⁹ A security is “being considered” for purchase or sale when a recommendation to purchase or sell a security has been made and communicated. In the event that you are making the recommendation to the Fund, at the point in time when you seriously consider making such recommendation to the Fund, the security is “being considered” for purchase or sale.

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order is executed or withdrawn.¹⁰ In addition to other penalties that might apply, you will be expected to give up any profits realized on such transaction.

B. Specific Examples of Prohibited Transactions ¹¹

1. Front-running: Trading Ahead of the Fund or Client

You cannot front-run any trade of the Fund or a client. The term “front-run” means trading on the basis of non-public market information regarding a contemplated transaction by the Fund or a client, whether or not your trade and the Fund’s or client’s trade take place in the same market. Because you are prohibited from profiting for your personal account from a subsequent trade by the Fund, you may not (1) purchase a security if you intend, or know of the Fund’s intention, to purchase that security or a related security on behalf of the Fund or a client, or (2) sell a security if you intend, or know of the Fund’s intention, to sell that security or a related security on behalf of the Fund or a client.¹² In addition to other penalties that might apply, you will be expected to give up any profits on front-running transactions to the Fund for the benefit of the Fund or other clients.

2. Scalping

You cannot purchase a security with the intention of recommending that the security be purchased for the Fund or a client in a manner that results in a profit for you.

¹⁰ This specific prohibition must be read in conjunction with the general prohibitions on your personal trading activities under Rule 17j-1, as discussed in Part 3.1 above. Furthermore, if you are a Portfolio Person, you are also subject to a seven day blackout period (on trading in a security) before and after the Fund trades in the same or related security. This blackout period is more fully described in Part 6 below.

¹¹ It should be stressed that the activities described below generally would be prohibited by Section 17 of the U.S. Securities Act of 1933, as amended (“1933 Act”), Rule 10b-5 of the Exchange Act, and Section 206 of the Advisers Act, in addition to Rule 17j-1 of the 1940 Act.

¹² See Part 9 for certain waivers of restrictions.

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3. Trading Parallel to the Fund or Client

You cannot buy a security if you know that the same or a related security is being bought by the Fund or a client, or sell a security if you know that the same or a related security is being sold by the Fund or a client. In addition to other penalties that might apply, you will be expected to give up any profits on parallel transactions to the Fund for the benefit of the Fund or other clients.

4. Trading Against the Fund or Client

You cannot (1) buy a security if you know that the Fund or a client is selling the same or a related security, or has sold the security, or (2) sell a security if you know that the Fund or a client is buying the same or related security. In addition to other penalties that might apply, you will be expected to give up any profits on such transactions to the Fund for the benefit of the Fund or other clients.

5. Use of Proprietary Information

You cannot buy or sell any security if you have information concerning the security obtained in the course of your association with the Fund which you have not reported to the Appropriate Analyst, or if you cannot identify the Appropriate Analyst to the Compliance Officer.¹³

6. Confidentiality of Fund Transactions

If you obtain non-public information concerning the Fund’s portfolio, you must respect the confidential nature of this information and must not divulge it unless specifically authorized to do so by the President of the Fund.

¹³ The Compliance Officer is designated on Schedule A. The “Appropriate Analyst” means any securities analyst or portfolio manager making recommendations or investing funds on behalf of (1) the Fund, or (2) any client of the Adviser, if the portfolio manager may be reasonably expected to recommend or consider the purchase or sale of the security in question.

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PART 4 - WHAT MUST BE DONE TO COMPLY WITH THE REPORTING REQUIREMENTS?

4.1. Reporting of Beneficial Ownership and Securities Transactions

A. Importance of Reporting

Compliance with the following personal securities transaction reporting procedures is essential to enable us to meet our responsibilities to the Fund and other clients and to comply with regulatory requirements. You are expected to comply with both the letter and spirit of these requirements. You are not required, however, to make a report with respect to transactions effected for any account over which you do not have any direct or indirect influence.

B. Disclosure of Beneficial Ownership

If you have any beneficial ownership in a security and you recommend to the Appropriate Analyst that the security be considered for purchase or sale by the Fund or a client, or if you carry out a purchase or sale of that security for the Fund or a client, you must disclose your beneficial ownership to the Compliance Officer and the Appropriate Analyst in writing before the purchase or sale, or before or simultaneously with the recommendation.

C. Reports and Notices

1. Initial and Annual Reports of Ownership of Shares of Publicly Traded Companies (Schedule B)

If you are an Access Person or a Portfolio Person, you must report on Schedule B (attached) any direct and indirect beneficial ownership of any outstanding publicly traded securities of any company, within 10 days of initially becoming an Access Person or Portfolio Person,¹⁴ and by February 1st annually thereafter.¹⁵ You must also indicate the name of any

¹⁴ This obligation does not apply to any person who became an Access Person or a Portfolio Person prior to March 1, 2000.

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broker, dealer or bank with whom you have maintained an account in which any securities were held as of the date you became an Access Person. Annual reports must be current as of a date no more than 30 days prior to February 1 of the applicable year.

2. Quarterly Transaction Reports (Schedule C)

If you are an Access Person or Portfolio Person, you must submit quarterly reports of your transactions on Schedule C (attached) to the Compliance Officer. The reports must include copies of broker’s confirmations of the trades or other documentation evidencing trades as is customary in the market in which such trades take place (which may be sent under separate cover by the broker) showing all transactions in securities in which you have, or by reason of the transaction acquire, any direct or indirect beneficial ownership, including transactions in a discretionary account. The reports must be filed with the Compliance Officer not later than 10 days after the end of each calendar quarter in which the transaction to which the report relates was effected, but need not show transactions for any account over which you had no direct or indirect influence or control.¹⁶ In addition, you must submit a quarterly report if you have established a securities account during the quarterly period, identifying the name of the broker, dealer or bank with whom the account was established and the date of establishment.

3. Initial, Annual and Transaction Reports - Non-interested Directors

Directors of the Fund and the Adviser must file initial and annual holdings reports and quarterly transaction reports, except as provided below. If your only relationship to the Fund is

¹⁵ You do not need to report on Schedule B or Schedule C transactions involving direct obligations of the Government of the United States, bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements and shares issued by open-end investment companies because these instruments are not included in the definition of the term “security.”

¹⁶ See Part 3.5 above for a list of other securities that need not be reported.

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that of a director of the Fund and you are not an “interested person” of the Fund as the term is defined in Section 2(a)(19) of the 1940 Act, you are not required to file initial or annual holdings reports. A Director of the Adviser need not comply with the requirements of this Section 3 if (1) that Director is not deemed to be an “interested person”, as defined in Section 2(a)(19)(B) of the 1940 Act, of the Adviser for any reason other than that he/she is a Director of the Adviser and knowingly has no direct or indirect beneficial interest in securities issued by the Adviser; and (2) has no involvement with the day-to-day operations of either the Adviser or the Fund. If your only relationship to the Fund is that of a Director of the Fund or the Adviser and you are not an “interested person” of the Fund or the Adviser as the term is defined in Section 2(a)(19) of the 1940 Act, you are not required to file quarterly transaction reports unless you knew or should have known that during the 15 day period before or after a transaction, the security was purchased or sold, or considered for purchase or sale by the Fund or the Adviser on behalf of the Fund.

4. Brokerage Accounts and Confirmations of Securities Transactions

If you are an employee of the Fund or the Adviser, before you open an account with a broker-dealer or a bank, or place an initial order for the purchase or sale of securities with that broker-dealer or bank, you must: (i) notify the Compliance Officer, in writing, of your intention to open the account; (ii) notify the institution with which the account is opened, in writing, of your association with the Fund; and (iii) instruct the institution in writing to send the Compliance Officer duplicate copies of trade confirmations (or other documentation evidencing trades as is customary in the market in which such trades take place), statements and other information concerning the account.

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5. Submission of Brokerage Reports in Lieu of Schedules B and C

In lieu of submitting Schedules B or C, you may submit brokerage reports provided such reports reflect the same information that would have been required to be provided in such Schedules. If you decide to use this alternative, you will be asked to represent, in writing, the fact that the brokerage reports you submit will include all information required to be provided in Schedules B or C, as applicable.

PART 5 - PRE-CLEARANCE REQUIREMENTS¹⁷

5.1. Prior Approval of Securities Transactions

A. You cannot buy or sell any security, without first contacting the Compliance Officer in person or by fax, phone, or e-mail and obtaining his or her approval.¹⁸ A clearance is good for five business days, but may be extended in special circumstances as explained in Part 9, below.

B. However, no pre-clearance is necessary for:

(1) any security ineligible for purchase for the account of the Fund, provided, however, that the Fund does not hold¹⁹ or intend to acquire such security and provided, further, that such security is unconnected or unrelated to securities eligible for purchase for the account of the Fund or securities which the Fund holds or intends or proposes to acquire;²⁰

¹⁷ Independent directors of the Fund do not have to pre-clear their securities transactions. For the definition of “independent director,” see note 6 above. It bears emphasis that this exception does not in any way affect your obligations under Rule 17j-1 as set forth in Parts 3.1 or 3.6 above or the prohibition against the misuse of inside information under Section 17 of the 1933 Act, Rule 10b-5 of the 1934 Act or Section 206 of the Advisers Act.

¹⁸ See Part 3.5 above for securities that are not covered by this pre-clearance requirement.

¹⁹ See note 11 above.

²⁰ See note 6 above.

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(2) U.S.-registered open-end investment companies (“mutual funds”), securities issued by the Government of the United States, short-term debt securities within the meaning of Section 2(a)(16) of the 1940 Act,²¹ bankers’ acceptances, bank certificates of deposit, commercial paper and other money market instruments;²²

(3) transactions effected for an account or entity over which you do not have or share investment control;

(4) transactions in which you do not acquire or dispose of direct or indirect beneficial ownership;

(5) transactions effected as part of an automatic dividend reinvestment plan; and

(6) transactions effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired.

If you have any doubt whether you have or might acquire direct or indirect beneficial ownership or have or share investment control over an account or entity in a particular transaction, you should consult with the Compliance Officer before engaging in the transaction.

²¹ See note 7 above.

²² See note 8 above.

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PART 6 - SPECIAL PROVISIONS APPLICABLE TO PORTFOLIO PERSONS

THE FOLLOWING ADDITIONAL PROVISIONS ARE APPLICABLE ONLY TO

PORTFOLIO PERSONS.

6.1 Requirement to Disclose Interest and Method of Disclosure

You must promptly disclose your direct or indirect beneficial interest in a security whenever you learn (by attendance at a meeting, receipt of a report or memo, or by other means) that the security is under consideration for purchase or sale by the Fund.

You must initially disclose that beneficial interest orally to the primary portfolio manager of the Fund, the Research Director, or the Compliance Officer. Following that oral disclosure, you must send a written acknowledgement of that interest to the primary portfolio manager, with a copy to the Compliance Officer.

A. Blackout Period

You cannot buy or sell a security within seven calendar days before or after the Fund trades that security. In addition to other penalties that might apply, you will be expected to give up any profits you make from trading during this proscribed period.²³

B. Securities Sold in an Initial Public Offering

You cannot acquire securities in any initial public offering.

C. Interests in Partnerships and Securities Issued in Private Placements

You cannot acquire limited partnership interests or other securities in private placements unless you get the prior approval of the Compliance Officer after he or she consults

²³ It should be emphasized that this trading prohibition covers the period seven calendar days prior to a trade by the Fund, or a client, in the particular security, as well as, seven calendar days after the Fund or a client trades in that security.

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with an executive officer of the Fund or the Adviser.²⁴ The Compliance Officer shall maintain the record and rationale for such approval for at least five years after the fiscal year in which the approval was granted.

D. Short-Swing Trading

You cannot profit from the purchase and sale or sale and purchase of the same or equivalent securities within 60 calendar days (“short-swing trading”). This restriction does not apply to trading within a shorter period to avoid losses. If you violate this prohibition you will be expected to give up all profits from these short swing trading transactions to the Adviser, for the benefit of the Fund.

E. Service as a Director

You cannot serve as a director of a publicly traded company absent prior approval of the Compliance Officer after he or she consults with an executive officer of the Fund. Approval will be based on a determination that your board service would not be inconsistent with the interests of the Fund and its shareholders.

F. Acceptance of Gifts

You may not accept any gift or other gratuity of more than de minimis value from any person or entity that does business with or on behalf of the Fund or Impulsora.

6.2 Confidentiality of Fund Transactions

A. Information relating to the Fund’s portfolio and research activities is confidential. Whenever statistical information or research is supplied to or requested by the Fund or the Adviser, you must not disclose such information to any persons (other than

²⁴ See Parts 5 and 9 for pre-clearance procedures and Schedule D for the Private Placement Approval Form (attached).

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authorized persons). Consideration of a particular purchase or sale for the account of the Fund shall not be disclosed except to authorized persons.

B. You must keep all securities transactions for the account of the Fund confidential and disclose them only on a “need to know” basis until the information is publicly released in the normal course of business.

C. If you obtain non-public information concerning the Fund’s portfolio, you must respect the confidential nature of this information and shall not divulge it unless specifically authorized to do so by the President of the Fund.

D. In order to assure maximum confidentiality:

(1) the President of the Fund, or such other officer of the Fund or of the Adviser as he or she may designate, shall have the responsibility of coordinating all transactions for the purchase and sale of securities for the account of the Fund;

(2) all orders for the purchase or sale of securities for the account of the Fund shall be placed for execution by one or more employees of the Adviser specifically designated by the Adviser to do so;

(3) all records of the Fund’s transactions shall be kept in a secured place and shall not be released to anyone other than authorized persons; and

(4) a representative designated by the Adviser shall make such inspections as he or she may deem necessary in order to assure compliance with this Section.

PART 7 - A REMINDER ABOUT THE ADVISER’S INSIDER TRADING POLICY

The Code of Ethics is primarily concerned with transactions in securities held or to be acquired by the Fund or clients, regardless of whether those transactions are based on inside information or actually harm the Fund or a client.

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The “Impulsora del Fondo México, S.A. de C.V. Insider Trading Statement of Policy and Procedures” deals with the problem of insider trading in securities that could result in harm to the Fund, a client, or members of the public, and applies to all directors, officers and employees of the Adviser. Although the requirements of the Code and the Insider Trading Policy are similar, you must comply with both if you are a Director, officer or employee of Impulsora.

PART 8 - VIOLATIONS OF THE CODE

The Fund considers any violation of the Code a serious matter. The Code is designed to insure compliance with applicable law and to maintain shareholder confidence in the Fund.

However, not every violation of the Code is necessarily a violation of the law or the Fund’s Statement of Principles. Isolated or inadvertent violations of the Code not resulting in a violation of law or the Statement of Principles will be documented, referred to the appropriate Compliance Officer and/or management personnel, and disciplinary action commensurate with the violation, if warranted, will be imposed. A pattern of violations which individually do not violate the law or Statement of Principles, but which taken together demonstrate a lack of respect for the law and the Fund’s Statement of Principles, may result in termination of employment. A violation of the Code resulting in a violation of the law will be severely sanctioned, with disciplinary action including, but not limited to referral of the matter to the Board of Directors of the Fund, termination of employment or referral of the matter to the appropriate regulatory agency for civil and/or criminal investigation.

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PART 9 - THE MEXICO FUND, INC. AND IMPULSORA DEL

FONDO MEXICO, S.A. DE C.V. CODE OF ETHICS

COMPLIANCE PROCEDURES

Introduction

This document sets forth the additional responsibilities and obligations of the Compliance Officer, and the Internal Audit Department, as may be appropriate, under the Fund’s Code of Ethics.²⁵

I. Responsibilities of the Compliance Officer

A. Pre-Clearance Standards

1. General Principles

The Compliance Officer shall prohibit an Access Person from going forward with a proposed transaction which is prohibited by the Code unless he or she determines that, considering all of the facts and circumstances, the prohibition is not necessary.

2. Specific Standards

(a) Private Placements

In considering requests by Portfolio Personnel for approval of limited partnerships and other private placement securities transactions, the Compliance Officer shall first review the Schedule D (attached) submitted by the Portfolio Person and then consult with an executive officer of the Adviser. In deciding whether to approve the transaction, the Compliance Officer and the executive officer shall take into account, among other factors, whether the investment opportunity should be reserved for the Fund or a client, and whether the investment opportunity is being offered to the Portfolio Person by virtue of his or her position with the Fund. If the Portfolio Person receives clearance for the transaction and the Adviser subsequently decides to

²⁵ All defined terms shall have the same meaning as set forth in Part 3.2 above.

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invest in the security for the Fund or a client, the investment by the Fund shall not be made unless a Portfolio Person with no interest in the issuer approves the transaction.

(b) Open Orders

No clearance shall be given for any transaction on any day which the Fund has a pending buy or sell order, until the order has been executed or withdrawn.

(c) Duration of Clearance

If the Compliance Officer approves a proposed securities transaction, the order for the transaction must be placed and effected within five business days. The Compliance Officer may, in his or her discretion, after consultation with a member of the senior management of the Adviser, extend the clearance period to thirty business days, beginning on the date of the approval, for all securities transactions of any Access Person of the Adviser, and who demonstrates that special circumstances make the extended clearance period necessary and appropriate. The Portfolio Person may seek renewal of the approval for a particular transaction for an additional thirty business days upon a similar showing of special circumstances. The Compliance Officer may rescind any approval or renewal of approval under this paragraph if he or she determines it is appropriate to do so.

B. Waivers by the Compliance Officer

The Compliance Officer may, in his or her discretion, after consultation with an executive officer of the Adviser, waive compliance by any person with the two thirty-day successive limitations on executing pre-cleared transactions (as discussed above), the prohibition on “front-running,” and the purchase and sale restrictions on trading parallel to or against a client, if he or she finds that such a waiver: (i) is necessary to alleviate hardship or in view of unforeseen circumstances and is otherwise appropriate under all the relevant facts and

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circumstances; (ii) will not be inconsistent with the purposes and objectives of the Code; (iii) will not adversely affect the interests of advisory clients of the Adviser, the interests of the Fund or its affiliates; and (iv) is not likely to permit a transaction or conduct that would violate provisions of applicable laws or regulations.

Any waiver shall be in writing and shall state the basis for it.

C. Continuing Responsibilities

1. The Compliance Officer shall make a record of all requests for pre-clearance regarding the purchase or sale of a security, including the date of the request, the name of the Access Person, the details of the proposed transaction, and whether it was prohibited; and if prohibited, the Compliance Officer shall keep a record of any waivers given, including the reasons for each exception and a description of any potentially conflicting Fund or client transactions.

2. The Compliance Officer shall also collect and review the signed initial acknowledgements of receipt (attached) and the annual acknowledgements required by Paragraph I.E. below, as well as reports on Schedules B and C of the Code. In addition, the Compliance Officer shall request from any broker-dealer described in Part 4.1.C.4. copies of all trade confirmations (or other documentation evidencing trades as is customary in the market in which such trades take place), statements, and other information with respect to an account opened and maintained with the broker-dealer by any employee of the Fund and/or the Adviser. The Compliance Officer shall preserve those acknowledgements and reports, the records of consultations and waivers, and the confirmations, statements and other information for the period required by applicable regulations.

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D. Periodic Responsibilities

1. Each quarter, the Compliance Officer, or his or her designee, should conduct a review to verify that transaction reports have been filed by the Adviser’s personnel under his or her supervision. In addition, the Compliance Officer, or his or her designee, will review all quarterly transaction and initial and annual holdings reports. The Compliance Department or the Internal Audit Department, as the case may be, will periodically audit the contents of the reports filed and compare the information reported with portfolio securities traded for, and with positions held in, the Adviser’s client accounts, including investment companies and separate accounts. Following the receipt of any report on Schedule B or C, the Compliance Officer, in conjunction with the Internal Audit Department, shall prepare a written report to the Board of Directors of the Fund, which sets forth the following:

(a) each transaction in a security which was held by or acquired by the Fund within 15 days before or after the date of the reported transaction or at a time when, to the knowledge of the Compliance Officer, the purchase or sale of the security was being considered, or which had not been approved by the Compliance Officer (other than a transaction which was the reinvestment of dividends pursuant to a plan);

(b) with respect to any transaction, although not required to be reported to the Board by the operation of sub-paragraph (a) above, that he or she believes nonetheless may evidence violation of a provision of the Code; or

(c) apparent violations of the reporting requirements.

2. The Compliance Officer, in conjunction with the Internal Audit Department, shall also promptly report in writing to the Board of Directors of the Fund, all violations and apparent violations of Rule 17j-1.

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E. Annual Responsibilities

On an annual basis, the Compliance Officer shall distribute to all Fund personnel under his or her supervision, a copy of the Fund’s Code, including a new acknowledgement of receipt and forms for the reports required by Parts 4.1.B. through 4.1.C. of the Code (Schedules B and C), and shall report to the Board of Directors as required by Part 9.II.B.1 below. Upon each amendment of the Code, the Compliance Officer shall distribute a copy of the amended Code to all Access Persons and Portfolio Persons.

II. Personnel Responsibilities and Procedures

A. New Employees

Before an individual is made a formal offer of employment, the Fund shall provide the applicant with copies of the Code and the Adviser’s Insider Trading Statement of Policy and Procedures and make clear that the Fund views that person’s willingness to adhere to them to be a condition precedent to accepting employment with the Fund.

Legal counsel to the Fund and Adviser shall assist the Personnel Department by responding to questions from prospective employees about the Fund’s Code and the Adviser’s Insider Trading Statement of Policy and Procedures, including clearance of transactions, transaction reporting and insider trading questions, so that it is clear to the prospective employees what they can or cannot do as an employee of the Fund.

Before formally commencing employment, a new hire shall normally be asked to acknowledge in writing, that he or she has received the Fund’s Code and the Adviser’s Insider Trading Policy and Procedures, has read and understood them, and agrees to comply with them. (See the form of acknowledgement attached.)

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B. Supervisory Procedures for Effectuating Compliance

The role of the Compliance Officer is critical to the implementation and maintenance of the Fund’s Code.

1. Annual Reports to Management

Annually, the Compliance Officer shall review the effectiveness of the Code, and the Adviser’s Policy Statement on Insider Trading, as well as the continuing education programs for implementation and enforcement. At such time, the Compliance Officer shall furnish to the Board a written report for the Board’s consideration that (a) describes any issues arising under the Code during the annual period covered by such report, including, but not limited to, information about material violations of the Code and sanctions imposed in response to the material violations, and (b) certifies that the Fund and the Adviser have adopted procedures reasonably necessary to prevent Access Persons from violating the Code, or recommends any needed changes to the Code to management and the Board of Directors of the Fund.

2. Records

The Code of Ethics, a copy of any report by an Access Person, any written reports or memorandum by the Compliance Officer, and lists of all persons required to make reports shall be preserved with the Fund’s and the Adviser’s records for the period required by applicable regulations.

3. List of Access Persons and Portfolio Persons

The Compliance Officer shall maintain and update as necessary a list identifying all Access Persons and Portfolio Persons, which list shall be appended hereto as Schedule E.

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SCHEDULE A - DESIGNATION OF COMPLIANCE OFFICER

Lic. Carlos H. Woodworth*

* Lic. José Luis Gómez Pimienta shall serve in the role of Compliance Officer as set forth in the Code with respect to matters under the Code pertaining to Lic. Woodworth (e.g., Lic. Gómez Pimienta shall review reports on Schedules B or C made by Lic. Woodworth, and shall administer the requirements of the Code with respect to any pre-clearance requests made by Lic. Woodworth).

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SCHEDULE B - INITIAL AND ANNUAL HOLDINGS REPORT

This report shall set forth the security name or description and security class of each security holding in which you have a direct or indirect beneficial interest, including holdings by a spouse, minor children, trusts, foundations, and any account for which trading authority has been delegated to you, other than authority to trade for the Fund in or a client of the Adviser.

For the Year/Period Ended                                     

HOLDINGS

No. of Units Name of Security Price Per Unit Principal Amount
Owned
Exchange Traded
On
Broker ⁽¹⁾
Name of Account ⁽²⁾ (if other than yourself)

I participate in the Dividend Reinvestment Plans of the following public companies:

PURCHASES

Name of reporting person:                                     

Signature:                                     

Date:                                     

Check here if this is an initial holdings report:                                     

FOOTNOTES

⁽¹⁾ If acquired or disposed of other than by purchase or sale, e.g., gifts and stock splits, indicate in this column.

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⁽²⁾ Indicate by “NBI” under “Name of Account”, after indicating the name of the account, if you claim that the reported securities transactions should not be considered an admission that you have any direct or indirect beneficial ownership in such transactions.

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SCHEDULE C - REPORT OF QUARTERLY SECURITIES TRANSACTIONS

For Calendar Quarter Ending                     , 20    

Principal Amount and Name of Security:	Date			Name of Broker Dealer or Bank	Check Type of Account			Approved by: (if applicable)
	Bought	Sold	Price		Personal	Immediate Family	Fiduciary

The above is a record of every transaction in a security in which I had or by reason of which I acquired any direct or indirect beneficial ownership as more fully defined in the Code of Ethics of the Fund and the Adviser during the quarter referred to above.

Date:	Signature:
		(If signed, please type name)

Note 1. If the transaction is other than a sale or purchase, please explain the transaction below.

Note 2. This report shall not be construed as an admission by me that I have acquired any direct or indirect beneficial ownership in the securities involved in the transactions reported, which have been marked by me with an asterisk(*). Such transactions are reported solely to meet the standards imposed by rule 17j-1 under the Investment Company Act of 1940.

Note 3. If you are providing copies of brokerage statements in lieu of the above, please indicate here: ¨.

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CONFIDENTIAL

SCHEDULE D - PRIVATE PLACEMENT PURCHASE APPROVAL

(including Limited Partnerships)

1. Please list the name of the issuer.                                                                                                                                                            

2. What is the legal structure of the issuer (i.e., what type of security is being offered for purchase)?

3. In what business sector is the issuer (e.g., its field of activities, such as financial groups or communications)?                                                                                                                                                                                                                      

4. When do you intend to make this investment?                                                                                                                                        

5. What is your cumulative investment to date?                                                                                                                                        

6. Do you anticipate the purchasing of additional shares in this issuer?

7. Do you have any liability to the issuer or in connection with the contemplated investment beyond what you expect to invest? If so, please explain.

8. To the best of your knowledge, is any client a co-investor or co-partner with you in this venture?

9. I understand and agree that in the event that I receive approval to purchase these securities, I must disclose my personal investment if and when I play a part in the Fund’s subsequent consideration of an investment in this issuer.

Date Signed

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SCHEDULE E - LIST OF ACCESS PERSON AND PORTFOLIO PERSONS

Access Persons

Juan Gallardo T.*

Philip Caldwell*

José Luis Gómez Pimienta

Claudio X. Gonzalez*

Robert L. Knauss*

Emilio Carrillo Gamboa*

Jaime Serra Puche*

Carlos H. Woodworth

Alberto Osorio

Eduardo Solano

Enrique Trigueros-Legarreta

Edgardo Cantu-Delgado

Gustavo Ortega

Portfolio Persons

José Luis Gómez Pimienta

Carlos H. Woodworth

Alberto Osorio

Eduardo Solano

* A Director of the Fund who is not an “interested person” of the Fund as defined under the Investment Company Act of 1940.

                    , 2004

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ACKNOWLEDGEMENT

CODE OF ETHICS AND POLICY STATEMENT ON INSIDER TRADING

To: Carlos H. Woodworth

I hereby acknowledge receipt of a copy of the Code of Ethics of The Mexico Fund, Inc. (the “Fund”) dated                     , 2004, which I have read and understand, and certify that to the best of my knowledge, I have complied with the Code and (with respect to directors of the Fund, directors, officers and employees of the Adviser only), the Insider Trading Statement of Policy and Procedures to the extent they have applied to me during the past year. I further understand and acknowledge that any violation of the Code or Insider Trading Policy, including engaging in a prohibited transaction or failure to file reports as required (See Schedules B or C), may subject me to disciplinary action, including termination of employment. If I elect to submit brokerage reports in lieu of a Schedule B or C, I represent that such brokerage reports will include all information required to be provided in such Schedules.

SIGNATURE

PRINT NAME

DATE

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CORRESP

DECHERT LLP

1775 I Street, NW

Washington, DC 20006

Via EDGAR Correspondence

September 15, 2004

Keith A. O’Connell

Senior Counsel

Division of Investment Management

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Re: The Mexico Fund, Inc., SEC File Nos. 333-118013, 811-3170

Registration Statement Under the Securities Act of 1933; Registration Statement

Under the Investment Company Act of 1940 on Form N-2, Amendment No. 41; Pre-Effective Amendment No. 1

Dear Mr. O’Connell:

We are writing on behalf of The Mexico Fund, Inc. (“Fund”) in response to comments you provided in a letter dated September 2, 2004 with respect to the above mentioned filing of August 6, 2004. Summaries of the comments, and our responses thereto, are provided below.

General

1. Comment:

We note that portions of the filing are incomplete. We may have additional comments on such portions when you complete them in a pre-effective amendment, on disclosures made in response to this letter, on information supplied supplementally, or on exhibits added in any further pre-effective amendments.

Response:

The Fund acknowledges this comment.

2. Comment:

If the Fund intends to rely on Rule 430A under the Securities Act to omit certain information from the form of prospectus included with the registration statement that is declared effective,

1

please identify the omitted information to us supplementally, preferably before filing the Fund’s final pre-effective amendment.

Response:

The Fund does intend to rely on Rule 430A and will provide you with the identity of omitted information prior to the Fund’s final pre-effective amendment.

3. Comment:

If the Fund has submitted or expects to submit an exemptive application or no-action request in connection with its registration, please so inform us.

Response:

To the Fund’s knowledge, it has no present intention of submitting an exemptive application or no-action request in connection with the offering of shares that is the subject of this filing.

Cover Page

4. Comment:

The prospectus states “The Rights entitle the holders to purchase one new share of common stock for every [        ] rights held....” Please note that the ratio of a transferable rights offering that is offered at below net asset value should not exceed one new share for each three rights held. Please disclose the number of rights needed to subscribe to one share.

Response:

The Fund’s pre-effective Amendment No. 1 provides this disclosure. The number of rights needed to subscribe to one share is three.

Fund Expenses, page 12

5. Comment:

Footnote 2 to the Fee table states that “Other Expenses” have been estimated for the current fiscal year. Supplementally, please explain the basis for the estimate including whether it was based on last year’s expense ratio.

Response:

The Fund has revised this disclosure in its Pre-Effective Amendment No. 1. The expense information is annualized based on current actual expenses through July 2004.

2

Management Agreement, page 54

6. Comment:

Page 55 states “For these services, the Adviser is paid … a fee for services rendered for each repurchase offer conducted by the Fund.” Please disclose the amount of such fee.

Response:

The Fund has disclosed this fee in its Pre-Effective Amendment No. 1.

Considerations in Approving Management Agreement, page 57

7. Comment:

The prospectus states that the Fund implemented a new portfolio strategy. Please briefly disclose in the prospectus the timing and nature of such strategy.

Response:

The Fund has not implemented a new portfolio strategy and has revised this disclosure accordingly to state “the need to provide adequate resources to the Investment Adviser to support the additional research and efforts to invest significant portions of the Fund’s resources in attractive small- and medium-sized Mexican companies not easily available abroad.” Earlier in the sentence, these investments are mentioned. These companies are listed on the Mexican Stock Exchange and the investments are consistent with the Fund’s investment objective and policies.

Tandy Letter

8. Comment:

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an informed decision. Since the fund and its management are in possession of all facts relating to the fund’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, please furnish a letter acknowledging that

• should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

3

• the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the fund from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

• the fund may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Response:

These representations are included as an exhibit to this letter.

We hope that the foregoing is responsive to each of the matters raised in your letter of September 2, 2004. Please do not hesitate to contact the undersigned at (202) 261-3308 if you have any questions concerning the foregoing. Additionally, enclosed herewith is the Fund’s Pre-Effective Amendment No. 1 to its Registration Statement on Form N-2.

Sincerely yours,

/S/    SANDER M. BIEBER

Sander M. Bieber

cc: Mr. José Luis Gómez Pimienta

4

Exhibit

[Fund Letterhead]

Via EDGAR Correspondence

September 15, 2004

Keith A. O’Connell

Senior Counsel

Division of Investment Management

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Re: The Mexico Fund, Inc., SEC File Nos. 333-118013, 811-3170

Registration Statement Under the Securities Act of 1933; Registration Statement

Under the Investment Company Act of 1940 on Form N-2, Amendment No. 41

Dear Mr. O’Connell:

In connection with a response being made on behalf of The Mexico Fund, Inc. (“Fund”) to comments you provided with respect to the above-mentioned registration statement of the Fund, the Fund hereby acknowledges that:

• comments of the staff of the Securities and Exchange Commission (“SEC Staff”) or changes to disclosure in response to SEC Staff comments in the filings reviewed by the staff do not foreclose the Securities and Exchange Commission from taking any action with respect to the filing;

• the Fund is not relieved from its full responsibility for the adequacy and accuracy of the disclosure in the above-mentioned Registration Statement as a result of the SEC Staff or SEC declaring the filing effective; and

• the Fund may not assert SEC Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws.

We hope that the foregoing is responsive to your request made on September 2, 2004. Please do not hesitate to contact the undersigned if you have any questions concerning the foregoing.

Sincerely,

/s/  José Luis Gómez Pimienta            

José Luis Gómez Pimienta

cc: Sander M. Bieber, Esq.

5