N-2/A

As filed with the Securities and Exchange Commission on September 17, 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. 2                                              x

Post-Effective Amendment No.                                              ¨

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY OF 1940 x

Amendment No. 43

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 Thomas A. Hale Skadden, Arps, Slate, Meagher & Flom LLP 333 W. Wacker Dr., Chicago, IL 60606

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 and $10,267.09 was previously paid on September 16, 2004 for 4,643,122 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 17, 2004 (the last trading date prior to the date of this prospectus on which we determined net asset value) 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)
Per Share Total maximum(4)	$80,456,096	$3,017,104	$77,438,992

(notes on following page)

UBS Investment Bank

The date of this prospectus is September 20, 2004

(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 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 up to $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) 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

4

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 22, 2004*
Deadline for Payment Pursuant to Notice of Guaranteed Delivery	October 27, 2004
Confirmation Mailed to Participants	November 2, 2004
Final Payment of Shares	November 16, 2004

* 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 September 17, 2004, the Fund’s net asset value (“NAV”) per share was [$            ]. See “The Fund.”

NYSE Listed

As of September 17, 2004, 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 will be listed 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 $13.90 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%. Stockholders wishing to sell their Shares during this offer should be aware that there is greater risk that the discount to NAV, which may increase during this offer, will adversely affect them. This increased risk is because, among other things, the market price per Share may reflect anticipated dilution that will result from this offer. There can be no assurance that, after the completion of this offer, our Shares will trade at the same level as our current discount to NAV. 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, unless removed by Stockholders between annual meetings, 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 “Capital Stock—Certain Provisions of the Maryland General Corporation Law, 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 interction 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 4,694,692 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 October 4, 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 17, 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 $[        ], 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 877-248-6417. 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 27, 2004. Thereafter, the Rights are expected to trade on a “regular-way” basis until and including October 21,

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 20, 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 estimated Subscription Price of $17.00 per Share. 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 full Subscription Price 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

25

The offer

payment for the Shares is received by the Subscription Agent by the close of business on October 27, 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 17, 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)		Premium/ (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

At the close of business on September 17, 2004, the per Share NAV was $             and the last reported sales price of a Share on the NYSE 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. This investment policy is a non-fundamental policy which may be changed by the Board of Directors upon 60 days’ prior written notice to Stockholders. 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 $13.9 trillion for U.S.-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 58.0% 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 charter and Bylaws 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 Maryland General Corporation Law, 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 and administrator 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. (holding company); 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. (beer brewing); 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. 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 Gómez 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 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 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 Stockholders must satisfy the nominee requirements proposed by the Securities and Exchange Commission in its proposed Rule l4a-11(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

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(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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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 and Corporate Governance 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 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, S.A. de C.V. 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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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. For the 2004 fiscal year, 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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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 José Luis Gómez Pimienta. Mr. Gómez Pimienta is also a Director of the Fund. The directors of the Adviser are: José Luis Gómez Pimienta, Chairman and Chief Executive Officer, Impulsora del Fondo Mexico, S.A. de C.V., 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 C.V., Av. Roble #454, Col. del Valle, 66265 Garza Garćia, Nuevo Léon, México; José Ignacio de Abiega, Director General, IXE Casa de Bolsa, S.A. de C.V., 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, S.A. de C.V., 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, S.A. de C.V., Aristóteles 77-3rd Floor, Col. Polanco, 11560 Mexico, D.F., México; Alberto Osorio Morales, Director of Finance, Impulsora del Fondo México, S.A. de C.V., Aristóteles 77-3rd Floor, Col. Polanco, 11560 México, D.F.; and Eduardo Solano Arroyo, Director of Economic Research, Impulsora del Fondo México, S.A. de C.V., 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 Investment 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 Investment 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 Investment 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.

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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 Investment 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 Investment 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 Investment 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 Investment 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 Investment 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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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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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 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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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 Investment 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 Investment 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 where a participant in the syndicate has a common director with 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 $220,662, $792,491 and $1,034,279, 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 Mexican 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”).

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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.

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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.

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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, 59 Maiden Lane, Plaza Level, New York, New NY 10038, 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 Stockholder 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 Stockholder 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.

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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. Stockholders 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 adviser 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.

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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. On August 31, 2004, there were 14,024,886 outstanding Shares of the Fund, all of which are fully paid and non-assessable. All Shares of common stock have equal rights as to dividends, assets 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 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 17, 2004, no person or group beneficially owned more than 5% of the outstanding Shares.

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 Maryland General Corporation Law, 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 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 Fund. 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 only by the affirmative vote of at least two-thirds 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 the Fund’s 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 since 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 September 20, 2004 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 up 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, Slate, Meagher & Flom LLP, 333 West Wacker Drive, Suite 2100, Chicago, IL 60606. Dechert LLP and Skadden, Arps, Slate, 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 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
Proxy Voting Policy	58

	Page
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
Certain Provisions of the Maryland General Corporation Law Charter and Bylaws
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, S.A. de C.V.

Issuable Upon Exercise of

Transferable Rights to

Subscribe for Such

Shares of Common Stock

PROSPECTUS

UBS Investment Bank

September 20, 2004

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(3)
		2) Articles Supplementary dated November 29, 2000(3)
		3) Articles Supplementary dated December 4, 2003(3)
b	)	Amended and Restated By-laws as of December 3, 2003(3)
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(3)
h	)	Form of 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(3)
k	)	1) Amended and Restated Administrative Services Agreement between Registrant and Impulsora del Fondo Mexico, sa de cv dated June 18, 2002(3)
		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(3)
		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	)	Form of Opinion and Consent of Dechert 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(3)
s	)	Power of Attorney dated June 18, 2002*

* 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.

(3) Incorporated by reference from Post-Effective Amendment No. 42 filed on September 16, 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	$	8,083
Reimbursement of Dealer Manager expenses	$	100,000
Subscription Agent fee and expenses	$	110,000
Information Agent fees and expenses	$	19,000
Miscellaneous	$	16,360
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	4,084

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 17th 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 17, 2004
/s/    PHILIP CALDWELL*         Philip Caldwell	Director	September 17, 2004
/s/    JÓSE LUIS GÓMEZ PIMIENTA*         Jóse Luis Gómez Pimienta	Director	September 17, 2004
/s/    CLAUDIO X. GONZÁLEZ*         Claudio X. González	Director	September 17, 2004
/s/    ROBERT L. KNAUSS*         Robert L. Knauss	Director	September 17, 2004
/s/    EMILIO CARRILLO GAMBOA*         Emilio Carrillo Gamboa	Director	September 17, 2004
/s/    JAIME SERRA PUCHE*         Jaime Serra Puche	Director	September 17, 2004

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

EX-2.D.1

Exhibit 2(d)(1)

CONTROL NUMBER: THIS SUBSCRIPTION CERTIFICATE MAY BE USED TO SUBSCRIBE FOR SHARES OR MAY BE ASSIGNED OR SOLD. FULL INSTRUCTIONS APPEAR ON THE BACK OF THIS SUBSCRIPTION CERTIFICATE. SUBSCRIPTION CERTIFICATE FOR SHARES

THE MEXICO FUND, INC.

SUBCRIPTION CERTIFICATE FOR COMMON SHARES
	CUSIP 592835 1 28
THIS SUBSCRIPTION CERTIFICATE IS TRANSFERABLE AND MAY BE DIVIDED AT THE OFFICE OF THE SUBSCRIPTION AGENT

ESTIMATED SUBSCRIPTION PRICE: U.S. $17.00 PER COMMON SHARE

THE FINAL SUBSCRIPTION PRICE WILL BE 90% OF THE LOWER OF (1) THE AVERAGE OF THE

LAST REPORTED SALES PRICE OF A FUND SHARE ON THE NYSE FOR THE FIVE TRADING DAYS

ENDING WITH THE EXPIRATION DATE OR (2) THE NET ASSET VALUE PER SHARE AS OF THE

CLOSE OF TRADING ON THE NYSE ON THE EXPIRATION DATE

VOID IF NOT EXERCISED AT OR BEFORE 5:00 P.M.,

(NEW YORK TIME) ON OCTOBER 22, 2004, THE EXPIRATION DATE

REGISTERED OWNER:

The registered owner of the Subscription Certificate, named above, or assignee, is entitled to the number of Rights to subscribe for Common Stock, $1.00 par value, of The Mexico Fund, Inc. (the “Fund”) shown above, in the ratio of one share of Common Stock for each three Rights, pursuant to the Primary Subscription Right and upon the terms and conditions and at the price for each Share of Common stock specified in the Prospectus dated September [    ], 2004 relating thereto. If you subscribe for fewer than all the shares represented by the Subscription Certificate, the Subscription Agent will issue a new Subscription Certificate representing the balance of the unsubscribed Rights, provided that the Subscription Agent has received your Subscription Certificate and payment prior to 5:00 p.m., New York City time, on October 22, 2004. No new Subscription Certificate will be issued after such date.

Dated: September 24, 2004 IMPORTANT: Complete appropriate form on reverse

	/s/ Samuel García - Cuéllar		/s/ José Luis Gomez Pimienta
	Secretary		President

COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY,
(New York, N.Y.) TRANSFER AGENT AND REGISTRAR
By:
	AUTHORIZED SIGNATURE

PLEASE FILL IN ALL APPLICABLE INFORMATION

TO:	American Stock Transfer & Trust Company 59 Maiden Lane, Plaza Level New York, New York 10038						Expiration Date	October 22, 2004
A.	Primary Subscription		x	$17.00	=	$		(1)
		(No. of Shares)		(Subscription Price)
B.	Over-Subscription Privilege		x	$17.00	=	$		(2)
		(No. of Shares)		(Subscription Price)
C.	Amount of Check Enclosed (or amount in notice of guaranteed delivery) payable to American Stock Transfer & Trust Company				=	$
D.	Sell any remaining Rights	¨
E.	Sell any of my Rights	¨
	(1)    If you fully exercise your Rights, the Subscription Agent will request that the Dealer Manager attempt to sell any Rights you are unable to exercise because such Rights represent the right to subscribe for less than one Share. (2)    The Over-Subscription Privilege can be exercised only by a Record Date Shareholder, as described in the Prospectus, and only if the Rights issued to him are exercised to the fullest extent possible.
F.	Name of Soliciting Dealer:	¨		UBS Securities LLC
		¨		Other:

SECTION 1. TO SUBSCRIBE: I hereby irrevocably subscribe for the face amount of Common Stock indicated as the total of A and B hereon upon the terms and conditions specified in the Prospectus related hereto, receipt of which is acknowledged, I hereby agree that if I fail to pay for the Shares of Common Stock for which I have subscribed, the Fund may exercise any of the remedies set forth in the Prospectus.

TO SELL: If I have checked either the box on line D or on Line E, I authorize the sale of Rights by the Dealer Manager according to the Procedures described in the Prospectus.

Signature of Subscriber(s)

Address for delivery of Shares

If permanent change of address, check here  ¨

Please give your telephone number: (            )

Tax I.D. Number or Social Security Number :

METHOD OF PAYMENT (CHECK ONE)

¨ Check or certified check, cashier’s check or bank draft drawn on a U.S. bank, or U.S. postal money order payable to “American Stock Transfer & Trust Company, as Subscription Agent” Funds paid by an uncertified check may take at least five business days to clear.

¨ Wire transfer of immediately available funds directly to the account maintained by American stock Transfer & Trust Company, as Subscription Agent, for purpose of accepting subscriptions in this Rights Offering at JP Morgan Chase Bank, 55 Water Street, New York, New York 10005, ABA #021-000021, Account # 323-113060.

If you do not indicate the number of shares being purchased, or do not forward full payment of the total Subscription Price for the number of shares that you indicate are being purchased, then you will be deemed to have exercised your Rights with respect to the maximum number of shares that may be purchased based on the actual payment delivered. The Mexico Fund will make this determination as follows:

• you will be deemed to have exercised your Basic Subscription Privilege to the full extent of the payment received, and

• if any funds remain, you will be deemed to have exercised your Over-subscription Privilege to the extent of the remaining funds.

SECTION 2 TO TRANSFER RIGHTS (except pursuant to D and E above.) For value received,              of the Rights represented by the Subscription Form are assigned to :

(Print Full Name of Assignee)

(Print Full Address)

Signature(s) of Assignor(s)

IMPORTANT: The signature(s) must correspond in every particular, without alteration, with the name(s) as printed on your Subscription Certificate

Your signature must be guaranteed by an Eligible Guarantor Institutions that term is defined under Rule 17AD-15 of the Securities Exchange Act of 1934, which may include:

(A) Commercial bank or trust company, or

(B) A member of a domestic stock exchange, or

(C) A savings bank or credit union

Signature Guaranteed
	(Name of Bank or Firm)
By
	(Signature of Officer and Title)

PROCEEDS FROM THE SALE OF RIGHTS MAY BE SUBJECT TO WITHHOLDING OF U.S. TAXES UNLESS THE SELLER’S CERTIFIED U.S. TAXPAYER IDENTIFICATION NUMBER (OR CERTIFICATE REGARDING FOREIGN STATUS) IS ON FILE WITH THE SUBSCRIPTION AGENT AND THE SELLER IS NOT OTHERWISE SUBJECT TO U.S. BACKUP WITHHOLDING.

EX-2.D.2

Exhibit 2(d)(2)

NOTICE OF GUARANTEED DELIVERY FOR SHARES OF COMMON STOCK OF THE MEXICO FUND, INC. SUBSCRIBED FOR PURSUANT TO THE PRIMARY SUBSCRIPTION AND THE OVER-SUBSCRIPTION PRIVILEGE

The Mexico Fund, Inc. Rights Offering

As set forth in the Fund’s Prospectus dated [                    ], 2004 (the “Prospectus”) under “The Offer–PAYMENT FOR SHARES,” this form or one substantially equivalent hereto may be used as a means of effecting subscription and payment for all Shares of The Mexico Fund, Inc. common stock subscribed for by exercise of Rights pursuant to the Primary Subscription and the Over-Subscription Privilege. Such form may be delivered by hand or sent by facsimile transmission, overnight courier or mail to the Subscription Agent and must be received prior to 5:00 p.m. New York City time on October 22, 2004 (the “Expiration Date”).* The terms and conditions of the Offer set forth in the Prospectus are incorporated by reference herein. Capitalized terms used and not otherwise defined herein have the meanings attributed to them in the Prospectus.

The Subscription Agent is:

AMERICAN STOCK TRANSFER & TRUST COMPANY

BY FACSIMILE (TELECOPIES): (781) 234-5001 (Reorganization Dept.) Confirm by telephone to: (877) 248-6417	BY MAIL: American Stock Transfer & Trust Company 59 Maiden Lane Plaza Level New York, NY 10038
BY EXPRESS MAIL OR OVERNIGHT COURIER: American Stock Transfer & Trust Company 6201 15th Avenue Brooklyn, NY 11214	BY HAND: American Stock Transfer & Trust Company 59 Maiden Lane Plaza Level New York, NY 10038

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OR TRANSMISSION OF INSTRUCTIONS VIA A TELECOPY OR FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.

The New York Stock Exchange member firm or bank or trust company which completes this form must communicate the guarantee and the number of Shares subscribed for under both the Primary Subscription and the Over-Subscription Privilege to the Subscription Agent and must deliver this Notice of Guaranteed Delivery prior to 5:00 p.m., New York City time, on the Expiration Date,* guaranteeing delivery of (i) payment in full for all subscribed Shares and (ii) a properly completed and executed Subscription Certificate to the Subscription Agent. The Subscription Certificate and full payment must then be delivered by the close of business on the third business day (October 27, 2004) after the Expiration Date (October 22, 2004)* to the Subscription Agent. Failure to do so will result in a forfeiture of the Rights.

(continued on other side)

* Unless extended by the Fund

GUARANTEE

The undersigned, a member firm of the New York Stock Exchange or a bank or trust company, guarantees delivery of payment to the Subscription Agent by the close of business (5:00 p.m., New York City time) on the third business day (October 27, 2004) after the Expiration Date (October 22, 2004), unless extended by the Fund) of (i) a properly completed and executed Subscription Certificate and (ii) payment of the full Subscription Price for Shares subscribed for in the Primary Subscription and pursuant to the Over-Subscription Privilege, if applicable, as subscription for such Shares is indicated herein or in the Subscription Certificate.

The Mexico Fund, Inc.		Broker Assigned Control #:
I. Primary Subscription	Number of Rights to be exercised              Rights	Number of Primary Shares requested for which you are guaranteeing delivery of Rights and Payment              Shares (Rights ÷ by 3)	Payment to be made in connection with Primary Shares $
2. Over-Subscription		Number of Over- Subscription Shares requested for which you are guaranteeing payment	Payment to be made in connection with Over- Subscription Shares $
3. Totals	Total number of Rights to be delivered              Rights		$                         Total Payment

Method of Delivery of Rights (circle one)

A. Through The Depository Trust Company (“DTC”)**

B. Direct to the Subscription Agent. Please reference below the registration of the Rights to be delivered

PLEASE ASSIGN A UNIQUE CONTROL NUMBER FOR EACH GUARANTEE SUBMITTED. This number needs to be referenced on any direct delivery of Rights or any delivery through DTC. In addition, please note that if you are guaranteeing for Over-Subscription Shares and are a DTC participant, you must also execute and forward to American Stock Transfer a DTC Participant Over-Subscription Exercise Form.

Name of Firm	Authorized Signature
DTC Participant Number	Title
Address	Name (please type or print)
Zip Code	Phone Number
Contact Name	Date

** IF THE RIGHTS ARE TO BE DELIVERED THROUGH DTC, CALL THE SUBSCRIPTION AGENT TO OBTAIN A PROTECTED IDENTIFICATION NUMBER, WHICH NEEDS TO BE COMMUNICATED BY YOU TO DTC.

BENEFICIAL OWNER LISTING CERTIFICATION

The Mexico Fund, Inc. Rights Offering

The undersigned, a bank, broker or other nominee holder of Rights (“Rights”) to purchase Shares of common stock, $1.00 par value, of The Mexico Fund, Inc. (the “Fund”) pursuant to the Rights Offering (the “Offer”) described and provided for in the Fund’s Prospectus dated [                    ], 2004 (the “Prospectus”), hereby certifies to the Fund and to American Stock Transfer & Trust Company, as Subscription Agent for such Offer, that for each numbered line filled in below, the undersigned has exercised, on behalf of the beneficial owner thereof (which may be the undersigned), the number of Rights specified on such line pursuant to the Primary Subscription (as defined in the Prospectus) and such beneficial owner wishes to subscribe for the purchase of additional Shares pursuant to the Over-Subscription Privilege (as defined in the Prospectus), in the amount set forth in the third column of such line.

	Number of Record Date Shares owned	NUMBER OF RIGHTS                 exercised pursuant to the                 Primary Subscription	NUMBER OF SHARES                 requested pursuant to the Over-                 Subscription Privilege
1	__________________________________	__________________________________	__________________________________
2	__________________________________	__________________________________	__________________________________
3	__________________________________	__________________________________	__________________________________
4	__________________________________	__________________________________	__________________________________
5	__________________________________	__________________________________	__________________________________
6	__________________________________	__________________________________	__________________________________
7	__________________________________	__________________________________	__________________________________
8	__________________________________	__________________________________	__________________________________
9	__________________________________	__________________________________	__________________________________
10	__________________________________	__________________________________	__________________________________

                                          vested

Name of Nominee Holder

By:

Name:

Title:

Dated:                     , 2004

Provide the following information, if applicable:

Depository Trust Corporation (“DTC”) Participant Number	Name of Broker
DTC Primary Subscription Confirmation Number(s)	Address

EX-2.D.3

EXHIBIT 2(d)(3)

SUBSCRIPTION AGENT AGREEMENT

                    , 2004

American Stock Transfer & Trust Company

59 Maiden Lane

New York, New York 10038

Ladies and Gentlemen:

In connection with your appointment as Subscription Agent in the transaction described herein, The Mexico Fund, Inc. (the Company), hereby confirms its arrangements with you as follows:

1. Rights Offering - The Company is offering (the “Rights offering”) to the holders of shares of its Common Stock, par value $1.00 per share (“Common Stock”), on September 24, 2004 (the “Record Date”), the right (“Rights”) to subscribe for Units (“Units”), each Unit consisting of one share of Common Stock. Except as set forth under Paragraphs 8 and 9 below, Rights shall cease to be exercisable at 5:00 p.m., New York City time, on October 22, 2004 or such later date of which the Company notifies you orally and confirms in writing (the “Expiration Date”). A single Right(s) is being issued for each share Common Share(s) held on the Record Date. Three Right(s) and payment in full of the subscription price as defined in the Fund’s Prospectus is required to subscribe for one Unit. Rights are evidenced by transferable subscription certificates in registered form (“Subscription Certificates”). Each holder of Subscription Certificate(s) who exercises the holder’s right to subscribe for all Units that can be subscribed for with the Rights evidenced by such Subscription Certificate(s) (the “Basic Subscription Right”) will have the right to subscribe for additional Units, if any, available as a result of any unexercised Rights (such additional subscription right being referred to hereafter as the “Additional Subscription Privileged”). The Rights Offering will be conducted in the manner and upon the terms set forth in the Company’s Prospectus dated                     , 2004 (the “Prospectus”), which is incorporated herein by reference and made a part hereof as if set forth in full herein.

2. Appointment of Subscription Agent - You are hereby appointed as Subscription Agent to effect the Rights offering in accordance with the Prospectus. Each reference to you in this letter is to you in your capacity as Subscription Agent unless the context indicates otherwise.

3. Delivery of Documents - Enclosed herewith are the following, the receipt of which you acknowledge by your execution hereof:

(a) a copy of the Prospectus;

(b) the form of Subscription Certificate (with instructions);

1

EXHIBIT 2(d)(3)

(c) resolutions adopted by the Board of Directors of the Company in connection with the Rights Offering, certified by the secretary of the Company; and

(d) Notice of Guaranteed Delivery.

As soon as is reasonably practicable, you shall mail or cause to be mailed to each holder of Common Shares at the close of business on the Record Date a Subscription Certificate evidencing the Rights to which such holder is entitled, a Notice of Guaranteed Delivery, a Prospectus and an envelope addressed to you. Prior to mailing, the Company will provide you with blank Subscription Certificates which you will prepare and issue in the names of holders of Common Shares of record at the close of business on the Re cord Date and for the number of Rights to which they are entitled. The Company will also provide you with a sufficient number of copies of each of the documents to be mailed with the Subscription Certificates. Delivery shall be by first class mail (without registration or insurance), except for those Stockholders having a registered address outside the United States (who will only receive copies of the Prospectus, instruction letter and other documents as the Company deems necessary or appropriate, if any), delivery shall be by air mail (without registration or insurance) and by first class mail (without registration or insurance) to those Shareholders having APO or FPO addresses. No Subscription Certificate shall be valid for any purpose unless so executed. Should any Officer whose signature has been placed upon any Subscription Certificate cease to hold such office at any time thereafter, such event shall have no effect on the validity of such Subscription Certificate.

You will mail a copy of the Prospectus and any Offering Materials as the Company deems necessary or appropriate, if any, but not Subscription Certificates to holders of Common Shares at the close of business on the Record Date whose record addresses are outside the United States (including its territories and possessions and the District of Columbia ) (“Foreign Record Date Stockholders”). The Rights to which such Subscription Certificates relate will be held by the Agent for such Foreign Record Date Stockholders’ accounts until instructions are received to exercise the Rights.

4. Subscription Procedure -

(a) Upon your receipt prior to 5:00 p.m., New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, of (ii) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 hereof), and (ii) payment in full of the Subscription Price in U.S. funds by check, bank draft or money order payable at par (without deduction for bank service charges or otherwise) to the order of American Stock Transfer & Trust Company, you shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs (b) and (c) below, mail to the subscriber’s registered address on the books of the Company certificates representing the securities underlying each Unit duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the Company.

(b) As soon as practicable after the Expiration Date you shall calculate the number of Units to which each subscriber is entitled pursuant to the Additional Subscription

2

EXHIBIT 2(d)(3)

Privilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Units that can be subscribed for under the Basic Subscription Right. The Units available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the “Remaining Units”). Where there are sufficient Remaining Units to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units subscribed for. If the aggregate number of Units subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Units, the number of Remaining Units allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units by a fraction of which the numerator is the number of Units subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unit.

(c) Upon calculating the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount overpaid, if any, by each subscriber, you shall, as soon as practicable, furnish a list of all such information to the Company.

(d) Upon calculating the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege are mailed.

(e) Funds received by you pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by you in a segregated account. Upon mailing certificates representing the securities and refunding subscribers for additional Units subscribed for but not allocated, if any, you shall promptly remit to the Company all funds received in payment of the Subscription Price for Units sold in the Rights Offering.

5. Subdivision; Sale or Transfer of Rights - Until 5:00 p.m., New York City time, on the third business day prior to the Expiration Date, you shall facilitate subdivision or transfers of Subscription Certificates by issuing new Subscription Certificates in accordance with the instructions set forth on the reverse side of the Subscription Certificates.

6. Defective Exercise of Rights; Lost Subscription Certificates - The Company shall have the absolute right to reject any defective exercise of Rights or to waive any defect in exercise. Unless requested to do so by the Company, you shall not be under any duty to give notification to holders of Subscription Certificates of any defects or irregularities in subscriptions. Subscriptions will not be deemed to have been made until any such defects or irregularities have been cured or waived within such time as the Company

3

EXHIBIT 2(d)(3)

shall determine. You shall as soon as practicable return Subscription Certificates with the defects or irregularities which have not been cured or waived to the holder of the Rights. If any Subscription Certificate is alleged to have been lost, stolen or destroyed, you should follow the same procedures followed for lost stock certificates representing Common Shares you use in your capacity as transfer agent for the Company’s Common Shares.

7. Late Delivery - If prior to 5:00 p.m., New York City time, on the Expiration Date you receive (i) payment in full of the Subscription Price for the Units being subscribed for and (ii) a guarantee notice substantially in the form of the Notice of Guaranteed Delivery delivered with the Subscription Certificate, from a financial institution having an office or correspondent in the United States, or a member firm of any registered United States national securities exchange or of the National Association of Securities Dealers, Inc. stating the certificate number of the Subscription Certificate relating to the Rights, the name and address of the exercising subscriber, the number of Rights represented by the Subscription Certificate held by such exercising subscriber, the number of Units being subscribed for pursuant to the Rights and guaranteeing the delivery to you of the Subscription Certificate evidencing such Rights within three NASDAQ National Market (“NNM”) trading days following the date of the Notice of Guaranteed Delivery, then the Rights may be exercised even though the Subscription Certificate was not delivered to you prior to 5:00 p.m., New York City time, on the Expiration Date, provided that within three NNM trading days following the date of the Notice of Guaranteed Delivery you receive the properly completed Subscription Certificate evidencing the Rights being exercised, with signatures guaranteed if required.

8. Delivery - You shall deliver to the Company the exercised Subscription Certificates in accordance with written directions received from the Company and shall deliver to the subscribers who have duly exercised Rights at their registered addresses certificates representing the securities subscribed for as instructed on the reverse side of the Subscription Certificates.

9. Reports - You shall notify the Company by telephone before the close of business and each business day during the period commencing 5 business days after the mailing of the Rights and ending at the Expiration Date (and in the case of guaranteed deliveries ending three NNM trading days after the Expiration Date) (a “daily notice”), which notice shall thereafter be confirmed in writing, of (i) the number of Rights exercised on the day covered by such daily notice, (ii) the number of Rights subject to guaranteed exercises on the day covered by such daily notice, (iii) the number of Rights for which defective exercises have been received on the day covered by such daily notice, and (iv) the cumulative total of the information set forth in clauses (i) through (iii) above. At or before 5:00 p.m., New York City time, on the first NNM trading day following the Expiration Date you shall certify in writing to the Company the cumulative total through the Expiration Date of all the information set forth in clauses (i) through (iii) above. At or before 10:00 a.m., New York City time, on the fifth NNM trading day following the Expiration Date you will execute and deliver to the Company a certificate setting forth the number of Rights exercised pursuant to a Notice of Guaranteed Delivery and as to which Subscription Certificates have been timely received. You shall also maintain and update a listing of holders who have fully or partially exercised their Rights, holders who have transferred

4

EXHIBIT 2(d)(3)

their Rights and their transferees, and holders who have not exercised their Rights. You shall provide the Company or its designees with such information compiled by you pursuant to this paragraph 9 as any of them shall request.

10. Future Instructions - With respect to notices or instructions to be provided by the Company hereunder, you may rely and act on any written instruction signed by any one or more of the following authorized officers or employees of the Company: José Luis Gómez Pimienta; Carlos Woodworth, Alberto Osorio and Eduardo Solano.

11. Payment of Expenses - The Company will pay you compensation for acting in your capacity as Subscription Agent hereunder in the amount of $100,000 plus your reasonable out-of-pocket expenses.

12. Counsel - You may consult with counsel satisfactory to you, which may be counsel to the Company, and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by you hereunder in good faith and in accordance with such advice an opinion of such counsel.

13. Indemnification - The Company covenants and agrees to indemnify and hold you harmless against any costs, expenses (including reasonable fees of legal counsel), losses or damages, which may be paid, incurred or suffered by or to which you may become subject arising from or out of, directly or indirectly, any claim or liability resulting from your actions as Subscription Agent pursuant hereto; provided that such covenant and agreement does not extend to such costs, expenses, losses and damages incurred or suffered by you as a result of, or arising out of, your own negligence, misconduct or bad faith or that of any employees, agents or independent contractors used by you in connection with performance of your duties as Subscription Agent hereunder. You shall be responsible for and shall indemnify and hold the Company harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to your refusal or failure to comply with the terms of your Agreement, or which arise out of your negligence or willful misconduct or which arise out of the breach of any representation or warranty applicable to you hereunder, for which you are not entitled to indemnification under this Agreement; provided, however, that Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed twice the amount paid to Agent under this Agreement.

5

EXHIBIT 2(d)(3)

14. Notices - Unless otherwise provided herein, all reports, notices and other communications required or permitted to be given hereunder shall be in writing and delivered by hand or confirmed telecopy or by first class U.S. mail, postage prepaid, shall be deemed given if by hand or telecopy, upon receipt or if by U.S. mail, three business days after deposit in the U.S. mail and shall be addressed as follows:

(a) If to the Company, to:

The Mexico Fund, Inc.

1775 I Street, N.W.

Washington, DC 20006

Attn: Sander M. Bieber, Esq.

Telephone: (202) 261-7941

Telecopy: (202) 261-3333

(b) If to you, to:

American Stock Transfer & Trust Company

59 Maiden Lane

New York, N.Y. 10038

Attention: George Karfunkel

Telephone: (718) 921-8200

Telecopy: (718) 236-4588

15. Assignment/Delegation.

a. Neither this Agreement nor any rights or obligations hereunder may be assigned or delegated by either party without the written consent of the other party.

b. Except as explicitly stated elsewhere in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than you and the Company and the duties and responsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefit of you and the Company.

16. Governing Law.

The validity interpretation and performance of this Agreement shall be governed by the law of the State of New York and shall inure to the benefit of and the obligations created hereby shall be binding upon the successors and permitted assigns of the parties hereto.

17. Third Party Beneficiaries.

This Agreement does not constitute an agreement for a partnership or joint venture between the Company and you. Neither party shall make any commitments with third parties that are binding on the other party without the other party’s prior written consent.

18. Severability.

If any provision of this Agreement shall be held invalid, unlawful, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.

6

EXHIBIT 2(d)(3)

19. Counterparts.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement.

20. Captions.

The captions and descriptive headings herein are for the convenience of the parties only. They do not in any way modify, amplify, alter or give full notice of the provisions hereof.

21. Confidentiality.

All books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement including the fees for services set forth in the attached schedule shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law. You shall not disclose or use any nonpublic information (as that term is defined in SEC Regulation S-P promulgated under Title V of the Gramm-Leach Bliley Act of 1999) relating to the customers of the Company an/or its affiliates (“Customer Information”) except as may be necessary to carry out the purposes of this Agreement. You shall use commercially reasonable efforts to safeguard and maintain the confidentiality of such Customer Information, and to limit access to and usage of such Customer Information to those of your employees, officers, agents, and representatives who have a need to know the information or as necessary to provide the services under this Agreement.

22. Term and Termination.

This Agreement shall remain in effect until the earlier of (a) thirty (30) days after the Expiration Date; (b) it is terminated by either party upon a material breach of this Agreement which remains uncured for 30 days after written notice of such breach has been provided; or (c) 30 days’ written notice has been provided by either party to the other. Upon termination of the Agreement, you shall retain all cancelled Certificates and related documentation as required by applicable law.

7

EXHIBIT 2(d)(3)

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers, hereunto duly authorized, as of the day and year first above written.

THE MEXICO FUND, INC.

By:

Date:

Title:

AMERICAN STOCK TRANSFER & TRUST COMPANY

By:

Date:

Title:

8

EX-2.D.4

Exhibit 2(d)(4)

September 15, 2004

The Mexico Fund, Inc.

c/o Impulsora del Fondo México, SA de CV

Aristoteles 77 -3rd Floor

11560 Mexico, DF MEXICO

Re: Letter of Agreement

Gentlemen:

This Letter of Agreement, including the Appendix attached hereto (collectively, this “Agreement”), sets forth the terms and conditions of the engagement of Georgeson Shareholder Communications Inc. (“GSC”) by The Mexico Fund, Inc. (the “Fund”) to act as Information Agent in connection with its upcoming Rights Offer (the “Offer”). The term of the Agreement shall be the term of the Offer, including any extensions thereof.

(a) Services. GSC shall perform the services described in the Fees & Services Schedule attached hereto as Appendix I (collectively, the “Services”).

(b) Fees. In consideration of GSC’s performance of the Services, the Fund shall pay GSC the amounts, and pursuant to the terms, set forth on the Fees & Services Schedule attached hereto as Appendix I.

(c) Expenses. In connection with GSC’s performance of the Services, and in addition to the fees and charges discussed in paragraphs (b) and (d) hereof, the Fund agrees that it shall be solely responsible for the following costs and expenses, and that the Fund shall, at GSC’s sole discretion, (i) reimburse GSC for such costs and expenses actually incurred by GSC, (ii) pay such costs and expenses directly and/or (iii) advance sufficient funds to GSC for payment of such costs and expenses:

• expenses incidental to the Offer, including postage and freight charges incurred in delivering Offer materials;

• expenses incurred by GSC in working with its agents or other parties involved in the Offer, including charges for bank threshold lists, data processing, telephone directory assistance, facsimile transmissions or other forms of electronic communication;

• expenses incurred by GSC at the Fund’s request or for the Fund’s convenience, including copying expenses, expenses relating to the printing of additional and/or supplemental material and travel expenses of GSC’s executives;

The Mexico Fund, Inc.

September 15, 2004

Page 2

• any other fees and expenses authorized by the Fund and resulting from extraordinary contingencies which arise during the course of the Offer, including fees and expenses for advertising (including production and posting), media relations, stock watch and analytical services.

(d) Compliance with Applicable Laws. The Fund and GSC hereby represent to one another that each shall use its best efforts to comply with all applicable laws relating to the Offer, including, without limitation, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(e) Indemnification. The Fund agrees to indemnify and hold harmless GSC and its stockholders, officers, directors, employees, agents and affiliates against any and all claims, costs, damages, liabilities, judgments and expenses, including the fees, costs and expenses of counsel retained by GSC (“Losses”), which result from claims, actions, suits, subpoenas, demands or other proceedings brought against or involving GSC which directly relate to or arise out of GSC’s performance of the Services (except for costs, damages, liabilities, judgments or expenses which shall have been determined by a court of law pursuant to a final and nonappealable judgment to have directly resulted from GSC’s own negligence or intentional misconduct). To the extent the Fund suffers Losses as a direct result of GSC’s own negligence or willful misconduct, GSC agrees to indemnify and hold harmless the Company and its stockholders, officers, directors, employees, agents and affiliates. In addition, the prevailing party shall be entitled to reasonable attorneys’ fees and court costs in any action between the parties to enforce the provisions of this Agreement, including the indemnification rights contained in this paragraph. The indemnity obligations set forth in this paragraph shall survive the termination of this Agreement.

(f) Governing Law. This Agreement shall be governed by the substantive laws of the State of New York without regard to its principles of conflicts of laws, and shall not be modified in any way, unless pursuant to a written agreement which has been executed by each of the parties hereto. The parties agree that any and all disputes, controversies or claims arising out of or relating to this Agreement (including any breach hereof) shall be subject to the jurisdiction of the federal and state courts in New York County, New York and the parties hereby waive any defenses on the grounds of lack of personal jurisdiction of such courts, improper venue or forum non conveniens.

(g) Additional Services. In addition to the Services, the Fund may from time to time request that GSC provide it with certain additional consulting or other services. The Fund agrees that GSC’s provision of such additional services shall be governed by the terms of a separate agreement to be entered into by the parties at such time or times, and that the fees charged in connection therewith shall be at GSC’s then-current rates.

The Mexico Fund, Inc.

September 15, 2004

Page 3

(h) Confidentiality. GSC agrees to preserve the confidentiality of (i) all material non-public information provided by the Fund or its agents for GSC’s use in fulfilling its obligations hereunder and (ii) any information developed by GSC based upon such material non-public information (collectively, “Confidential Information”). For purposes of this Agreement, Confidential Information shall not be deemed to include any information which (w) is or becomes generally available to the public in accordance with law other than as a result of a disclosure by GSC or any of its officers, directors, employees, agents or affiliates; (x) was available to GSC on a nonconfidential basis and in accordance with law prior to its disclosure to GSC by the Fund; (y) becomes available to GSC on a nonconfidential basis and in accordance with law from a person other than the Fund or any of its officers, directors, employees, agents or affiliates who is not otherwise bound by a confidentiality agreement with the Fund or is not otherwise prohibited from transmitting such information to a third party; or (z) was independently and lawfully developed by GSC based on information described in clauses (w), (x) or (y) of this paragraph. The Fund agrees that all reports, documents and other work product provided to the Fund by GSC pursuant to the terms of this Agreement are for the exclusive use of the Fund and may not be disclosed to any other person or entity without the prior written consent of GSC. The confidentiality obligations set forth in this paragraph shall survive the termination of this Agreement.

(i) Entire Agreement; Appendix. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof. The Appendix to this Agreement shall be deemed to be incorporated herein by reference as if fully set forth herein. This Agreement shall be binding upon all successors to the Fund (by operation of law or otherwise).

The Mexico Fund, Inc.

September 15, 2004

Page 4

If the above is agreed to by you, please execute and return the enclosed duplicate of this Agreement to Georgeson Shareholder Communications Inc., 17 State Street – 10^th Floor, New York, New York 10004, Attention: Marcy Roth, Contract Administrator.

Sincerely,
GEORGESON SHAREHOLDER COMMUNICATIONS INC.
By:	/s/    KEITH T. HAYNES
	Keith T. Haynes
Title:	Senior Managing Director

Agreed to and accepted as of the date first set forth above:
THE MEXICO FUND, INC.
By:	/s/    JOSE LUIS GOMEZ PIMIENTA
Title:	President

APPENDIX I

FEES & SERVICES SCHEDULE

BASE SERVICES	$	7,500
•      Advance review of Offer documents
•      Advice and Consultation with respect to set up and progress of Offer
•      Strategic advice relating to the Offer
•      Assistance in preparation of advertisements and news releases
•      Dissemination of Offer documents to bank and broker community
•      Communication with bank and broker community during Offer period
ADDITIONAL SERVICES
•      Direct telephone communication with retail (i.e., registered and NOBO shareholders)		TBD
•      $4.00 per completed call (incoming and outgoing)

NOTE: The foregoing fees are exclusive of reimbursable expenses and custodial charges as described in paragraph (c) of this Agreement. In addition, the Fund will be charged a fee of $1,000 if the Offer is extended for any reason.

FEE PAYMENT INSTRUCTIONS

The Company shall pay GSC as follows:

• Upon execution of this Agreement, the Fund shall pay GSC $5,000, which amount is in consideration of GSC’s commitment to represent the Fund and is non-refundable;

• If applicable, immediately prior to the commencement of the mailing, the Fund shall advance to GSC a portion of anticipated custodial charges; and

• Upon completion of the Offer, the Fund shall pay GSC the sum of (i) $5,000, (ii) any variable fees for Additional Services (e.g., telephone calls) which shall have accrued over the course of the Offer, and (iii) all reimbursable expenses.

GSC will send the Fund an invoice for each of the foregoing payments.

EX-2.E

Exhibit 2(e)

Dividend

Reinvestment

Plan

for Shareholders of

COMMON STOCK of

The Mexico Fund, Inc.

Dear Shareholder:

This brochure summarizes, in question and answer form, the details of the Dividend Reinvestment Plan (the “Plan”) established by The Mexico Fund, Inc. (the “Fund”). The Plan provides a convenient way to increase your holdings in the Fund by acquiring additional shares of the Fund’s common stock through the reinvestment of net investment income and capital gains distributions.

If you decide to participate in the Plan, American Stock Transfer and Trust Company (the “Plan Agent”) will automatically invest your dividends and capital gains distributions (net of any applicable withholding tax) in shares of the Fund for your account. You can expect to receive a confirmation statement with respect to the dividends paid and capital gains distributed.

This service is entirely voluntary and, subject to the terms of the Plan, you may join or withdraw at any time.

If your shares are held in the name of any brokerage firm, bank or other nominee, you should contact your nominee to see if it will participate in the Plan on your behalf. If you wish to participate in the Plan, but your brokerage firm, bank, or other nominee is unable to accommodate you, you should request your nominee to re-register your shares in your own name to permit you to participate in the Plan.

We invite you to review the Plan. We believe that the Plan offers you an excellent and convenient vehicle through which you can maintain your investment in the Mexican Stock Market by continuous reinvestment in The Mexico Fund, Inc.

Sincerely,

Juan Gallardo T.

Chairman of the Board

José Luis Gómez Pimienta

President

• You will receive a detailed account statement from American Stock Transfer and Trust Company, your Plan Agent, showing total dividends and distributions, date of investment, shares acquired and price per share, and total shares of record held by you and by the Plan Agent for you. Your proxy will include shares purchased for you by the Plan Agent according to the Plan.

• As long as you participate in the Plan, American Stock Transfer and Trust Company, as your Plan Agent, will hold the shares it has acquired for you in safekeeping, in non-certificated form. This convenience provides added protection against loss, theft, or inadvertent destruction of certificates.

How to Enroll

To enroll in the Dividend Reinvestment Plan, please review the Terms and Conditions in this brochure. Then all you need to do is:

• Complete and sign the attached authorization card, and

• Mail the card to American Stock Transfer and Trust Company.

To receive your dividends and capital gains distributions in shares of common stock of the Fund, the authorization must be received by the Plan Agent at least 10 business days before the record date for such distributions.

If your shares are held in nominee or “street name” through a broker, bank or other nominee who does not provide an automatic reinvestment service and you wish to receive dividends and capital gains distributions in shares of the Fund, you must notify such nominee and request that the change be made on your behalf or that your shares be re-registered in your own name.

How Does the Plan Work?

When the Fund pays a cash distribution, non-participants in the Plan will receive cash. If you choose to participate in the Plan, your entire dividends and capital gains distributions will be promptly invested for you, automatically increasing

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your holdings in the Fund. If the market price of shares on the valuation date is lower than the net asset value and if dividends and/or capital gains distributions are payable in cash, then you will receive shares purchased on the New York Stock Exchange or otherwise on the open market. If the market price is equal to or exceeds the net asset value before the Plan Agent has completed its purchases, shares will be acquired by the Plan Agent from the Fund, which will issue new shares at the market price. If the Fund declares a dividend and/or capital gains distribution payable in cash and the market price of shares on the valuation date equals or exceeds the net asset value, the Fund will issue new shares to you at the market price. If the Fund declares a dividend and/or capital gains distribution payable in cash or stock, at the election of the shareholder, or only in stock, all shareholders participate in such a distribution in accordance with its terms. The Plan is not applicable to such distributions. All reinvestments under the Plan are in full and fractional shares, carried to three decimal places. The Fund will not issue shares under the Plan at a price below net asset value.

Will my Entire Dividend be Reinvested?

As a registered shareholder in the Plan, the entire amount of your dividend or capital gains distributions will be reinvested in shares. For any balance that is not sufficient to purchase a full share, American Stock Transfer and Trust Company will credit your account with a fractional share interest computed to three decimal places. The fractional share interest is included in all subsequent distributions, and you have voting rights on all full and fractional shares acquired under the Plan.

Will I be Issued Stock Certificates for Each Transaction?

No. However, if a stock certificate is desired, it must be requested in writing. Certificates will be issued only for full shares.

Are Distributions that are Reinvested Subject to Income Taxes?

The automatic reinvestment of dividends and capital gains distributions will not relieve you of any income tax which may be payable on such dividends or distributions.

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Generally, shareholders 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 shareholder not participated in the Plan.

Is There a Cost to Participate?

There is no charge to participants for reinvesting dividends or capital gains distributions. The Plan Agent’s fees for the handling of reinvestment of dividends and distributions will be paid by the Fund. There will be no brokerage charges with respect to shares issued directly by the Fund as a result of dividends or capital gains distributions payable in cash. Whenever shares are purchased on the New York Stock Exchange or otherwise on the open market, each participant will pay a pro rata portion of brokerage commissions. Brokerage charges for purchasing shares through the Plan are expected to be less than the usual brokerage charges for individual transactions, because the Plan Agent will purchase stock for all participants in blocks, resulting in lower commissions for each individual participant. Brokerage commissions will be deducted from amounts to be invested.

Once Enrolled in the Plan, How May I Withdraw from It?

You may withdraw from the Plan without penalty at any time by written notice to the Plan Agent not less than 10 days prior to any dividend record date.

Should you choose to withdraw any shares from the Plan or discontinue your participation in the Plan, you will receive a certificate or certificates for the appropriate number of full shares, along with a check in payment for any fractional share interest you may have. The payment for the fractional shares will be valued at the market price of the Fund’s shares on the date your termination is effective. In lieu of receiving a certificate, you may request the Plan Agent to sell part or all of your shares at market price and remit the proceeds to you, net of any brokerage commissions.

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Whom Should I Contact for Additional Information?

If you hold shares in your own name, please address all notices, correspondence, questions, or other communications regarding the Plan to:

American Stock Transfer and Trust Company

Attention: Dividend Reinvestment Department

40 Wall Street

New York, NY 10005

If your shares are not held in your name, you should contact your broker, bank, or other nominee for more information and to determine if your nominee will participate in the Plan on your behalf.

The Mexico Fund, Inc. reserves the right to amend, supplement or terminate the Plan at any time but only by mailing to participants appropriate written notice at least 90 days prior to the effective date thereof, except when necessary or appropriate to comply with applicable laws or the rules or policies of the Securities and Exchange Commission or any other regulatory authority.

TERMS AND CONDITIONS OF

DIVIDEND REINVESTMENT PLAN

1. American Stock Transfer and Trust Company (the “Plan Agent”) will act as Plan Agent and will open an account for a participating shareholder (“participant”) under the Dividend Reinvestment Plan (the “Plan”) in the same name as that in which his or her present shares are registered and put the Plan into effect as of the first record date for an income dividend or capital gains distribution after the Plan Agent receives the authorization duly executed by such participant.

2. (a) Whenever the Fund declares a capital gain distribution or an income dividend payable in cash, plan participants will receive the capital gain distribution or dividend in the manner described in clauses (b) and (c) of this paragraph 2 as determined on the date the capital gain distribution or dividend becomes payable or such other date as may be specified by the Board (the “valuation date”). The Plan Agent will apply all cash received as a dividend or capital gain distribution to purchase

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shares of common stock in the open-market or from the Fund as soon as practicable after the payment date of the dividend or capital gain distribution, but in no event later than 30 days after such date, except where necessary to comply with applicable provisions of the federal securities law (the “purchase period”).

(b) If the market price of the Fund’s common stock is equal to or exceeds the net asset value per share on the valuation date for the purpose of determining the number of shares equivalent to the cash dividend or capital gain distribution, participants will be issued shares of common stock valued at the then current market price. Participants will receive their capital gain distribution or dividend entirely in shares of common stock, and the Plan Agent shall automatically receive the shares of common stock, including fractions, for all participants’ accounts.

(c) If the net asset value per share of the Fund’s common stock on the valuation date exceeds the market price of the common stock at such time, the Plan Agent will, as purchasing agent for the participants, buy shares of common stock in the open market, on the New York Stock Exchange (the “NYSE”) or elsewhere, for each participant’s account during the purchase period described below. If, before the Plan Agent has completed its purchases, the market price is equal to or exceeds the net asset value per share as last determined, the Plan Agent shall suspend making open-market purchases and shall invest the balance available in newly issued shares valued at the then current market value. In any case in which the Plan Agent is unable to invest the full dividend amount in open- market purchases during the purchase period, the Plan Agent will invest the balance available in newly issued shares of common stock valued at the greater of the net asset value per share or of the current market value as determined on the last business day during the purchase period.

3. Whenever the Fund declares a capital gain distribution or an income dividend payable in cash or stock, at the election of the shareholder, or in stock only, all shareholders not electing for cash will receive the capital gain distribution or dividend

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in newly issued shares of common stock on identical terms and conditions as established by the Fund’s Board of Directors, and the terms of this Plan shall not apply to such a distribution.

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

5. Open-market purchases provided for above may be made on any securities exchange where the Fund’s common stock 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 it is understood that, in any event, the Plan Agent shall have no liability in connection with any inability to purchase shares within 30 days after the payable date for any dividend 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 common stock 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.

6. The Plan Agent will hold shares acquired pursuant to this Plan, together with the shares of other participants acquired pursuant to this Plan, in noncertificated form in the Plan Agent’s name or that of its nominee. 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

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or her, without charge, a certificate or certificates for the full shares held by the Plan Agent on his or her behalf.

7. The Plan Agent will confirm to each participant acquisitions made for its account as soon as practicable but not later than 60 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.

8. Any stock dividends or split shares distributed by the Fund on shares held by the Plan Agent for participants will be credited to participants’ accounts. In the event that the Fund makes available to its shareholders rights to purchase additional shares or other securities, the Plan Agent will sell such rights and apply the proceeds of the sale to the purchase of additional shares for the account of the participants.

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

10. Participants may terminate their participation 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 ten days prior to any dividend or distribution record 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 90 days’ notice in writing mailed to participants. Upon any termination, the Plan Agent will cause a certificate or certificates for the appropriate number of full shares held for participants and a cash adjustment for any fractional share (valued at the market price of the shares at the time of

8

termination) to be delivered to participants, plus brokerage commissions. If a participant elects by notice to the Plan Agent in writing in advance of such termination 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.

11. These terms and conditions 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 at least 90 days prior to the effective date thereof, except when necessary or appropriate to comply with applicable law or the rules or policies of the Securities and Exchange Commission 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 the Plan Agent under these terms and conditions. Upon any such appointment of an agent for the purpose of receiving dividends and distributions, the Fund will be authorized to pay to 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.

12. The Plan Agent shall at all times act in good faith and agree to use its best efforts within

9

reasonable limit to insure the accuracy of all services performed under this Agreement and to comply with applicable law, but shall assume no responsibility and shall not be 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.

13. The participant shall have 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 herein.

14. Any notice, instruction, request or election which by any provision of the Plan is required or permitted to be given or made by the participant to the Plan Agent shall be in writing addressed to the American Stock Transfer and Trust Company, Attention: Dividend Reinvestment Department, 40 Wall Street, New York, NY 10005 or such other addresses as the Plan Agent shall furnish to the participant and shall have been deemed to be given or made when received by the Plan Agent.

15. The participant agrees to notify the Plan Agent promptly in writing of any change of address. Any notice or other communication which by any provision of the Plan is required to be given by the Plan Agent to the participant shall be in writing and shall be deemed to have been sufficiently given for all purposes by being deposited postage prepaid in a post office letter box addressed to the participant at his or her address as it shall last appear on the Plan Agent’s records.

16. This Agreement and the account established hereunder for the participant shall be governed and construed in accordance with the laws of the State of New York and the rules and regulations of the Securities and Exchange Commission as they may be changed or amended from time to time.

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EX-2.H

Exhibit 2(h)

[            ] Shares of Common Stock

Issuable Upon Exercise of Rights

to Subscribe for such Shares

DEALER MANAGER AGREEMENT

New York, New York

                    , 2004

UBS Securities LLC

299 Park Avenue

New York, New York 10171-0026

Ladies and Gentlemen:

Each of The Mexico Fund, Inc., a Maryland corporation (the “Fund”), and Impulsora del Fondo México, S.A. de C.V., a Mexican corporation (the “Investment Adviser”), hereby confirms the agreement with and appointment of UBS Securities LLC to act as dealer manager (the “Dealer Manager”) in connection with the issuance by the Fund to the holders of record (the “Record Holders”) at the close of business on the record date set forth in the Prospectus (as defined herein) (the “Record Date”) transferable rights entitling such Record Holders to subscribe for up to [            ] shares (each a “Share” and, collectively, the “Shares”) of common stock, par value $1.00 per share (the “Common Shares”), of the Fund (the “Offer”). Pursuant to the terms of the Offer, the Fund is issuing each Record Holder one transferable right (each a “Right” and, collectively, the “Rights”) for each Common Share held by such Record Holder on the Record Date. Such Rights entitle their holders to acquire during the subscription period set forth in the Prospectus (the “Subscription Period”), at the price set forth in such Prospectus (the “Subscription Price”), one Share for each three Rights exercised (except that any Record Holder who is issued fewer than three Rights will be able to subscribe for one full Share pursuant to the primary subscription), on the terms and conditions set forth in such Prospectus. No fractional shares will be issued. Any Record Holder who fully exercises all Rights initially issued to such Record Holder (other than those Rights that cannot be exercised because they represent the right to acquire less than one Share) will be entitled to subscribe for, subject to

allocation, additional Shares (the “Over-Subscription Privilege”) on the terms and conditions set forth in the Prospectus. The Rights are transferable and are expected to be listed on the New York Stock Exchange, Inc. under the symbol “MXF.RT”.

The Fund has filed with the Securities and Exchange Commission (the ”Commission”) a registration statement on Form N-2 (Nos. 333-118013 and 811-02409) and a related preliminary prospectus under the Investment Company Act of 1940, as amended (the “Investment Company Act”), the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Investment Company Act and the Securities Act (the “Rules and Regulations”), and has filed such amendments to such registration statement on Form N-2, if any, and such amended preliminary prospectuses as may have been required to the date hereof. If the registration statement has not become effective, a further amendment to such registration statement, including forms of a final prospectus necessary to permit such registration statement to become effective, will promptly be filed by the Fund with the Commission. If the registration statement has become effective and any prospectus contained therein omits certain information at the time of effectiveness pursuant to Rule 430A of the Rules and Regulations, a final prospectus containing such omitted information will promptly be filed by the Fund with the Commission in accordance with Rule 497(h) of the Rules and Regulations. The term “Registration Statement” means the registration statement, as amended, at the time it becomes or became effective, including financial statements and all exhibits and all documents, if any, incorporated therein by reference, and any information deemed to be included by Rule 430A. The term “Prospectus” means (except as otherwise specified herein) the final prospectus in the form filed with the Commission pursuant to Rule 497(c), (e), (h) or (j) of the Rules and Regulations, as the case may be, as from time to time amended or supplemented pursuant to the Securities Act.

The Prospectus and letters to owners of Common Shares of the Fund, subscription certificates and other forms used to exercise rights, brochures, wrappers, any letters from the Fund to securities dealers, commercial banks and other nominees and any newspaper announcements, press releases and other offering materials and information that the Fund may use, approve, prepare or authorize for use in connection with the Offer are collectively referred to hereinafter as the “Offering Materials”.

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1. Representations and Warranties.

a. The Fund represents and warrants to, and agrees with, the Dealer Manager as of the date hereof, as of the date of the commencement of the Offer (such date being hereinafter referred to as the “Representation Date”) and as of the Expiration Date (as defined below) that:

i. The Fund meets the requirements for use of Form N-2 under the Securities Act and the Investment Company Act and the Rules and Regulations. At the time the Registration Statement became or becomes effective, the Registration Statement did or will contain all statements required to be stated therein in accordance with and did or will comply in all material respects with the requirements of the Securities Act, the Investment Company Act and the Rules and Regulations and did not or will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. From the time the Registration Statement became or becomes effective through the expiration date of the Offer set forth in the Prospectus, as it may be extended as provided in the Prospectus (the “Expiration Date”), the Prospectus and the other Offering Materials will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, Prospectus or Offering Materials made in reliance upon and in conformity with information relating to the Dealer Manager furnished to the Fund in writing by the Dealer Manager expressly for use in the Registration Statement, Prospectus or Offering Materials.

ii. The Fund has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland, has full corporate power and authority to conduct its business as described in the Registration Statement and the Prospectus, currently maintains all governmental licenses, permits, consents, orders, approvals, and other authorizations (collectively, the “Licenses and Permits”) necessary to carry on its business

3

as contemplated in the Prospectus, and is duly qualified to do business in each jurisdiction wherein it owns or leases real property or in which the conduct of its business requires such qualification, except where the failure to obtain or maintain such Licenses and Permits or to be so qualified does not involve a material adverse effect upon the Fund’s business, properties, prospects, financial position or results of operations. The Fund has no subsidiaries.

iii. The Fund is duly registered with the Commission under the Investment Company Act as a closed-end, non-diversified management investment company, no order of suspension or revocation of such registration has been issued or proceedings therefor initiated or, to the best of its knowledge, threatened by the Commission, all required action has been taken under the Securities Act and the Investment Company Act to make the public offering and to consummate the issuance of the Rights and the issuance and sale of the Shares by the Fund upon exercise of the Rights, and the provisions of the Fund’s charter and by-laws comply as to form in all material respects with the requirements of the Investment Company Act and the Rules and Regulations.

iv. PricewaterhouseCoopers LLP, the accounting firm that certified the financial statements of the Fund set forth or incorporated by reference in the Registration Statement and the Prospectus, is an independent registered public accounting firm as required by the Investment Company Act and the Rules and Regulations.

v. The financial statements of the Fund set forth or incorporated by reference in the Registration Statement and the Prospectus present fairly in all material respects the financial condition of the Fund as of the dates or for the periods indicated in conformity with U.S. generally accepted accounting principles applied on a consistent basis; and the information set forth in the Prospectus under the headings “Fund Expenses” and “Financial Highlights” presents fairly in all material respects the information stated therein.

vi. The Fund has an authorized and outstanding capitalization as set forth in the Prospectus; the outstanding Common Shares have been duly authorized and are validly issued, fully paid and non-assessable and conform in all material respects to the description

4

thereof in the Prospectus under the heading “The Fund—Description of Common Stock”; the Rights have been duly authorized by all requisite action on the part of the Fund for issuance pursuant to the Offer; the Shares have been duly authorized by all requisite action on the part of the Fund for issuance and sale pursuant to the terms of the Offer and, when issued and delivered by the Fund pursuant to the terms of the Offer against payment of the consideration set forth in the Prospectus, will be validly issued, fully paid and non-assessable; the Shares and the Rights conform in all material respects to all statements relating thereto contained in the Registration Statement, the Prospectus and the other Offering Materials; and the issuance of each of the Rights and the Shares is not subject to any preemptive rights.

vii. Except as set forth in the Prospectus, subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, (A) the Fund has not incurred any liabilities or obligations, direct or contingent, or entered into any transactions, other than in the ordinary course of business, that are material to the Fund and (B) there has not been any material change in the Common Shares or long-term debt of the Fund, or any material adverse change, or any development involving a prospective material adverse change, in the condition (financial or other), business, prospects, net worth or results of operations of the Fund (it being understood that minor fluctuations in the Fund’s net asset value due to investment activities in the ordinary course of business and changes in the market price per share of the Common Shares and discount or premium of such market price per share to net asset value per share are not material adverse changes).

viii. Each of this agreement (the “Agreement”); the Subscription Agency Agreement (the “Subscription Agency Agreement”) dated as of [                    ], 2004 between the Fund and American Stock Transfer & Trust Company (the “Subscription Agent”); the Information Agent Agreement (the “Information Agent Agreement”) dated as of [                    ], 2004 between the Fund and Georgeson Shareholder Communications Inc. (the “Information Agent”); the Amended and Restated Investment Advisory and Management Agreement dated as of April 28, 2003 between the Fund and the Investment Adviser (the “Investment Advisory Agreement”) the Amended and Restated

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Custody Agreement dated as of March 31, 1998 between the Fund and BBVA Bancomer, S.A., the Custody Agreement dated as of April 5, 2000 between the Fund and Comerica Bank (together, the “Custody Agreements”), and the Foreign Custody Delegation Agreement dated as of June 13, 2000 between the Fund and the Investment Adviser (the “Foreign Custody Delegation Agreement”) (the Custody Agreements and the Foreign Custody Delegation Agreement being referred to herein collectively as the “Custodian Agreement”); the Amended and Restated Administrative Services Agreement dated as of June 18, 2002 between the Fund and the Investment Adviser (the “Administration Agreement”); the Dividend Reinvestment Plan Transfer Agency and Registrar Agreement dated as of July 6, 1989 between the Fund and American Stock Transfer & Trust Company (the “Transfer Agency Agreement”); and the Service Agreement dated as of June 22, 2001 between the Fund and Dechert LLP (the “Service Agreement”) (collectively, all the foregoing are referred to herein as the “Fund Agreements”), has been duly authorized, executed and delivered by the Fund; each of the Fund Agreements complies with all applicable provisions of the Investment Company Act, the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and the rules and regulations under such Acts; and, assuming due authorization, execution and delivery by the other parties thereto, each of the Fund Agreements constitutes a legal, valid, binding and enforceable obligation of the Fund, subject to the qualification that the enforceability of the Fund’s obligations thereunder may be limited by the Mexican law of “Concurso Mercantil” and U.S. bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

ix. Neither the issuance of the Rights, nor the issuance and sale of the Shares pursuant to the exercise of the Rights, nor the execution, delivery, performance and consummation by the Fund of any other of the transactions contemplated in the Fund Agreements, nor the consummation of the transactions contemplated in this Agreement or in the Registration Statement nor the fulfillment of the terms thereof will conflict with or violate the charter, by-laws or similar organizational documents of the Fund, or conflict with, result in a breach or violation of, or constitute a

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default or an event of default under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Fund under the charter, by-laws or similar organizational documents of the Fund, or the terms and provisions of any agreement, indenture, mortgage, loan agreement, note, insurance or surety agreement, lease or other instrument to which the Fund is a party or by which it may be bound or to which any of the property or assets of the Fund is subject, nor will such action result in any violation of any order, law, rule or regulation of any court or governmental agency or body having jurisdiction over the Fund or any of its properties.

x. Except as set forth in the Registration Statement, there is no pending or, to the knowledge of the Fund, threatened action, suit or proceeding affecting the Fund or to which the Fund is a party before or by any court or governmental agency, authority or body or any arbitrator which might result in any material adverse change in the condition (financial or other), business prospects, net worth or operations of the Fund, or which might materially and adversely affect the properties or assets thereof of a character required to be disclosed in the Registration Statement or the Prospectus.

xi. There are no franchises, contracts or other documents of the Fund required to be described in the Registration Statement or the Prospectus, or to be filed or incorporated by reference as exhibits which are not described or filed or incorporated by reference therein as permitted by the Securities Act, the Investment Company Act or the Rules and Regulations.

xii. No consent, approval, authorization, notification or order of, or filing with, any court or governmental agency or body is required for the consummation by the Fund of the transactions contemplated by the Fund Agreements or the Registration Statement, except such as have been obtained, or if the Registration Statement filed with respect to the Shares is not effective under the Securities Act as of the time of execution hereof, such as may be required (and shall be obtained prior to commencement of the Offer) under the Investment Company Act, the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

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xiii. The Common Shares have been duly listed on the New York Stock Exchange, Inc. and prior to their issuance the Shares and the Rights will have been duly approved for listing, subject to official notice of issuance, on the New York Stock Exchange, Inc.

xiv. The Fund (A) has not taken, directly or indirectly, any action designed to cause or to result in, or that has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Fund to facilitate the issuance of the Rights or the sale or resale of the Rights and the Shares, (B) has not since the filing of the Registration Statement sold, bid for or purchased, or paid anyone any compensation for soliciting purchases of, Common Shares of the Fund (except for the solicitation of exercises of the Rights pursuant to this Agreement) and (C) will not, until the later of the expiration of the Rights or the completion of the distribution (within the meaning of the anti-manipulation rules under the Exchange Act) of the Shares, sell, bid for or purchase, pay or agree to pay to any person any compensation for soliciting another to purchase any other securities of the Fund (except for the solicitation of exercises of the Rights pursuant to this Agreement); provided that any action in connection with the Fund’s dividend reinvestment plan will not be deemed to be within the terms of this Section 1.a.xiv.

xv. The Fund has complied in all previous tax years, except for tax years for which the applicable statute of limitations has expired, and intends to direct the investment of the proceeds of the offering described in the Registration Statement and the Prospectus in such a manner as to continue to comply, with the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (“Subchapter M of the Code”), and has qualified and intends to continue to qualify as a regulated investment company under Subchapter M of the Code.

xvi. The Fund has complied in the last five years, and intends to direct the investment of the proceeds of the offering described in the Registration Statement and the Prospectus in such a manner as to continue to comply, with the diversification and asset coverage requirements of the Investment Company Act.

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xvii. By October 5, 2004, the Fund shall have adopted and implemented written policies and procedures which the Board of Directors of the Fund determines are reasonably designed to prevent violations of the federal securities laws in a manner required by and consistent with Rule 38a-1 of the Rules and Regulations under the Investment Company Act and shall be in compliance in all material respects with such Rule.

b. The Investment Adviser represents and warrants to, and agrees with, the Dealer Manager as of the date hereof, as of the Representation Date and as of the Expiration Date that:

i. The Investment Adviser has been duly incorporated and is validly existing as a corporation under the laws of Mexico, has full power and authority (corporate and other) to own its properties and conduct its business as described in the Registration Statement and the Prospectus, currently maintains all governmental licenses, permits, consents, orders, approvals and other authorizations material to the conduct of its business and necessary to enable the Investment Adviser to continue to supervise investments in securities as contemplated in the Prospectus.

ii. The Investment Adviser is duly registered as an investment adviser under the Advisers Act, and is not prohibited by the Advisers Act or the Investment Company Act, or the rules and regulations under such Acts, from acting as investment adviser for the Fund as contemplated in the Prospectus and the Investment Advisory Agreement.

iii. Each of this Agreement, the Investment Advisory Agreement, the Foreign Custody Delegation Agreement and the Administration Agreement (collectively, all the foregoing are referred to herein as the “Adviser Agreements”) has been duly authorized, executed and delivered by the Investment Adviser, and complies with all applicable provisions of the Investment Company Act, the Advisers Act and the rules and regulations under such Acts, and is, assuming due authorization, execution and delivery by the other parties thereto, a legal, valid, binding and enforceable obligation of the Investment Adviser, subject to

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the qualification that the enforceability of the Investment Adviser’s obligations thereunder may be limited by the Mexican law of “Concurso Mercantil” and U.S. bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

iv. Neither the execution, delivery, performance and consummation by the Investment Adviser of its obligations under this Agreement or any other Adviser Agreement nor the consummation of the transactions contemplated therein or in the Registration Statement nor the fulfillment of the terms thereof will conflict with or violate the charter, by-laws or similar organizational documents of the Investment Adviser, or conflict with, result in a breach or violation of, or constitute a default or an event of default under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Investment Adviser under the charter, bylaws or similar organizational document, the terms and provisions of any agreement, indenture, mortgage, loan agreement, note, insurance or surety agreement, lease or other instrument to which the Investment Adviser is a party or by which it may be bound or to which any of the property or assets of the Investment Adviser is subject, nor will such action result in any violation of any order, law, rule or regulation of any court or governmental agency or body having jurisdiction over the Investment Adviser or any of its properties.

v. There is no pending or, to the best of the Investment Adviser’s knowledge, threatened action, suit or proceeding affecting the Investment Adviser or to which the Investment Adviser is a party before or by any court or governmental agency, authority or body or any arbitrator which might result in any material adverse change in the Investment Adviser’s condition (financial or other), business prospects, net worth or operations, or which might materially and adversely affect the properties or assets thereof of a character required to be disclosed in the Registration Statement or Prospectus.

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vi. No consent, approval, authorization, notification or order of, or filing with, any court or governmental agency or body is required for the consummation by the Investment Adviser of the transactions contemplated by this Agreement or any other Adviser Agreement.

vii. The Investment Adviser (A) has not taken, directly or indirectly, any action designed to cause or to result in, or that has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Fund to facilitate the issuance of the Rights or the sale or resale of the Rights and the Shares, (B) has not since the filing of the Registration Statement sold, bid for or purchased, or paid anyone any compensation for soliciting purchases of, Common Shares of the Fund (except for the solicitation of exercises of the Rights pursuant to this Agreement) and (C) will not, until the later of the expiration of the Rights or the completion of the distribution (within the meaning of the anti-manipulation rules under the Exchange Act) of the Shares, sell, bid for or purchase, pay or agree to pay any person any compensation for soliciting another to purchase any other securities of the Fund (except for the solicitation of exercises of the Rights pursuant to this Agreement); provided that any action in connection with the Fund’s dividend reinvestment plan will not be deemed to be within the terms of this Section 1.b.vii.

viii. Except as set forth in the Prospectus, to the best of the Investment Adviser’s knowledge, there is no pending or threatened action, suit or proceeding affecting the Fund or to which the Fund is a party before or by any court or governmental agency, authority or body or any arbitrator which might result in any material adverse change in the condition (financial or other), business prospects, net worth or operations of the Fund, or which might materially and adversely affect the properties or assets thereof, of a character required to be disclosed in the Registration Statement or the Prospectus.

ix. To the best of the Investment Adviser’s knowledge, neither the issuance of the Rights, nor the issuance and sale of the Shares pursuant to the exercise of the Rights, nor the execution, delivery, performance and consummation by the Fund of the transactions contemplated in the Registration Statement will (A)

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result in any violation of any order, law, rule or regulation of any court or governmental agency or body having jurisdiction over the Fund or any of its properties, except, in each case, for such violations, defaults, conflicts or breaches that would not have, individually or in the aggregate, a material adverse effect on the Fund, or (B) require the consent, approval, authorization, notification or order of, or filing with, any court or governmental agency or body for the consummation by the Fund of the transactions contemplated by the Registration Statement, except such as have been obtained.

x. To the best of the Investment Adviser’s knowledge, the Fund currently maintains all Licenses and Permits necessary to carry on its business as contemplated in the Prospectus, and is duly qualified to do business in each jurisdiction wherein it owns or leases real property or in which the conduct of its business requires such qualification, except where the failure to obtain or maintain such Licenses and Permits or to be so qualified does not involve a material adverse effect upon the Fund’s business, properties, financial position or results of operations, except for such licenses, permits, consents, orders or approvals and other authorizations which the failure to obtain would not have, individually or in the aggregate, a material adverse effect on the Fund.

xi. The Investment Adviser intends to direct the investment of the proceeds of the offering described in the Registration Statement and the Prospectus in such a manner as to cause the Fund to comply with the requirements of Subchapter M of the Code.

c. Any certificate required by this Agreement that is signed by any officer of the Fund or the Investment Adviser and delivered to the Dealer Manager or counsel for the Dealer Manager shall be deemed a representation and warranty by the Fund or the Investment Adviser, as the case may be, to the Dealer Manager, as to the matters covered thereby.

2. Agreement to Act as Dealer Manager.

a. On the basis of the representations and warranties contained herein, and subject to the terms and conditions of the Offer:

i. The Fund hereby appoints the Dealer Manager to solicit the

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exercise of Rights and authorizes the Dealer Manager to sell Shares purchased by the Dealer Manager from the Fund through the exercise of Rights as described herein; the Fund hereby authorizes the Dealer Manager to form and manage a group of selling broker-dealers (each a “Selling Group Member” and collectively the “Selling Group”) that enter into a Selling Group Agreement with the Dealer Manager in the form attached hereto as Exhibit A to solicit the exercise of Rights and to sell Shares purchased by the Selling Group Member from the Dealer Manager as described herein; and the Fund hereby authorizes other soliciting broker-dealers (each a “Soliciting Dealer” and collectively the “Soliciting Dealers”) that enter into a Soliciting Dealer Agreement with the Dealer Manager in the form attached hereto as Exhibit B to solicit the exercise of Rights. The Dealer Manager hereby agrees to solicit the exercise of Rights in accordance with its customary practice subject to the terms and conditions of this Agreement, the procedures described in the Registration Statement, the Prospectus and, where applicable, the terms and conditions of such Selling Group Agreement or Soliciting Dealer Agreement; and the Dealer Manager hereby agrees to form and manage the Selling Group to solicit the exercise of Rights and to sell Shares to the Selling Group purchased by the Dealer Manager from the Fund through the exercise of Rights as described herein in accordance with its customary practice subject to the terms and conditions of this Agreement, the procedures described in the Registration Statement, the Prospectus and, where applicable, the terms and conditions of the Selling Group Agreement.

ii. The Fund hereby authorizes the Dealer Manager to buy and exercise Rights, including unexercised Rights delivered to the Subscription Agent for resale and Rights of Foreign Record Date Shareholders (as defined in the Prospectus) held by the Subscription Agent for which no instructions are received, on the terms and conditions set forth in such Prospectus, and to sell Shares to the public or to Selling Group Members at the offering price set by the Dealer Manager from time to time. Sales of Shares by the Dealer Manager or Selling Group Members shall not be at a price higher than the offering price set by the Dealer Manager from time to time.

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b. To the extent permitted by applicable law, the Fund agrees to furnish, or cause to be furnished, to the Dealer Manager, lists, or copies of those lists, showing the names and addresses of, and number of Common Shares held by, Record Holders as of the Record Date, and the Dealer Manager agrees to use such information only in connection with the Offer, and not to furnish the information to any other person except for securities brokers and dealers that have been requested by the Dealer Manager to solicit exercises of Rights.

c. The Dealer Manager agrees to provide to the Fund, in addition to the services described in paragraph 2.a., financial advisory and marketing services in connection with the Offer. No advisory fee, other than the fees provided for in Section 3 of this Agreement and the reimbursement of the Dealer Manager’s out-of-pocket expenses as described in Section 5 of this Agreement, will be payable by the Fund, or any other party hereto, to the Dealer Manager in connection with the financial advisory and marketing services provided by the Dealer Manager pursuant to this Section 2.c.

d. The Fund and the Dealer Manager agree that the Dealer Manager is an independent contractor with respect to the solicitation of the exercise of Rights and the performance of financial advisory and marketing services for the Fund contemplated by this Agreement.

e. In rendering the services contemplated by this Agreement, the Dealer Manager will not be subject to any liability to the Fund or the Investment Adviser or any of their affiliates, for any act or omission on the part of any soliciting broker or dealer (except with respect to the Dealer Manager acting in such capacity) or any other person, and the Dealer Manager will not be liable for acts or omissions in performing its obligations under this Agreement, except for any losses, claims, damages, liabilities and expenses that are finally judicially determined to have resulted primarily from the bad faith, willful misconduct or gross negligence of the Dealer Manager or by reason of the reckless disregard of the obligations and duties of the Dealer Manager under this Agreement.

3. Dealer Manager Fees. In full payment for the financial advisory, marketing and soliciting services rendered and to be rendered hereunder by the Dealer Manager, the Fund agrees to pay the Dealer Manager a fee (the “Dealer Manager Fee”) equal to 3.75% of the aggregate Subscription Price for the Shares issued pursuant to the exercise of Rights and the Over-Subscription

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Privilege. In full payment for the soliciting efforts to be rendered, the Dealer Manager agrees to reallow selling fees (the “Selling Fees”) to Selling Group Members equal to 2.50% of the Subscription Price per Share for each Share issued pursuant to either (a) the exercise of Rights and the Over-Subscription Privilege where such Selling Group Member is so designated on the subscription form or (b) the purchase for resale from the Dealer Manager in accordance with the Selling Group Agreement. In full payment for the soliciting efforts to be rendered, the Dealer Manager agrees to reallow soliciting fees (the “Soliciting Fees”) to Soliciting Dealers equal to 0.50% of the Subscription Price per Share for each Share issued pursuant to the exercise of Rights and the Over-Subscription Privilege where such Soliciting Dealer is so designated on the subscription form, subject to a maximum fee based on the number of Common Shares held by such Soliciting Dealer through The Depository Trust Company (“DTC”) on the Record Date. The Dealer Manager agrees to pay the Selling Fees or Soliciting Fees, as the case may be, to the broker-dealer designated on the applicable portion of the form used by the holder to exercise Rights and the Over-Subscription Privilege, and if no broker-dealer is so designated or a broker-dealer is otherwise not entitled to receive compensation pursuant to the terms of the Selling Group Agreement or Soliciting Dealer Agreement, then the Dealer Manager shall retain such Selling Fee or Solicitation Fee for Shares issued pursuant to the exercise of Rights and the Over-Subscription Privilege. Payment to the Dealer Manager by the Fund will be in the form of a wire transfer of same day funds to an account or accounts identified by the Dealer Manager. Such payment will be made on each date on which the Fund issues Shares after the Expiration Date. Payment to a Selling Group Member or Soliciting Dealer will be made by the Dealer Manager directly to such Selling Group Member or Soliciting Dealer by check to an address identified by such broker-dealer. Such payments shall be made on or before the tenth business day following the day the Fund issues Shares after the Expiration Date.

4. Other Agreements.

a. The Fund covenants with the Dealer Manager as follows:

i. The Fund will use its best efforts to cause the Registration Statement to become effective and maintain its effectiveness under the Securities Act, and will advise the Dealer Manager promptly as to the time at which the Registration Statement and any amendments thereto (including any post-effective amendment) becomes so effective.

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ii. The Fund will notify, and confirm the notice in writing to, the Dealer Manager immediately (A) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective amendment), (B) of the receipt of any comments from the Commission, (C) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, (D) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose and (E) of the receipt of any written notice regarding the suspension of the qualification of the Shares or the Rights for offering or sale in any jurisdiction. The Fund will make every reasonable effort to prevent the issuance of any stop order described in subsection (D) hereunder and, if any such stop order is issued, to obtain the lifting thereof at the earliest possible moment.

iii. The Fund will give the Dealer Manager notice of its intention to file any amendment to the Registration Statement (including any post-effective amendment) or any amendment or supplement to the Prospectus (including any revised prospectus which the Fund proposes for use by the Dealer Manager in connection with the Offer, which differs from the prospectus on file at the Commission at the time the Registration Statement becomes effective, whether or not such revised prospectus is required to be filed pursuant to Rule 497(c), (e) or (h) of the Rules and Regulations), whether pursuant to the Investment Company Act, the Securities Act, or otherwise, and will furnish the Dealer Manager with copies of any such amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment or supplement to which the Dealer Manager or counsel for the Dealer Manager shall reasonably object.

iv. The Fund will, without charge, deliver to the Dealer Manager, as soon as practicable, the number of copies (one of which is manually executed) of the Registration Statement as originally filed and of each amendment thereto as it may reasonably request, in each case with the exhibits filed therewith.

v. The Fund will, without charge, furnish to the Dealer Manager, from time to time during the period when the Prospectus is

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required to be delivered under the Securities Act, such number of copies of the Prospectus (as amended or supplemented) as the Dealer Manager may reasonably request for the purposes contemplated by the Securities Act or the Rules and Regulations.

vi. If any event shall occur as a result of which it is necessary, in the reasonable opinion of counsel for the Dealer Manager, to amend or supplement the Registration Statement or the Prospectus (or the other Offering Materials) to make the Prospectus (or such other Offering Materials) not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a Record Holder, the Fund will forthwith amend or supplement the Prospectus by preparing and filing with the Commission (and furnishing to the Dealer Manager a reasonable number of copies of) an amendment or amendments of the Registration Statement or an amendment or amendments of or a supplement or supplements to the Prospectus (in form and substance reasonably satisfactory to counsel for the Dealer Manager), at the Fund’s expense, which will amend or supplement the Registration Statement or the Prospectus (or otherwise will amend or supplement such other Offering Materials) so that the Prospectus (or such other Offering Materials) will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing at the time the Prospectus (or such other Offering Materials) is delivered to a Record Holder, not misleading.

vii. The Fund will endeavor, in cooperation with the Dealer Manager and its counsel, to qualify the Rights and the Shares for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as the Dealer Manager may designate and maintain such qualifications in effect for the duration of the Offer; provided, however, that the Fund will not be obligated to file any general consent to service of process, or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not now so qualified. The Fund will file such statements and reports as may be required by the laws of each jurisdiction in which the Rights and the Shares have been qualified as above provided.

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viii. The Fund will make generally available to its security holders as soon as practicable, but no later than 60 days after the end of the Fund’s fiscal semi-annual or fiscal year-end period covered thereby, an earnings statement (which need not be audited) (in form complying with the provisions of Rule 158 of the Rules and Regulations of the Securities Act) covering a twelve-month period beginning not later than the first day of the Fund’s fiscal semi-annual period next following the “effective” date (as defined in said Rule 158) of the Registration Statement.

ix. For a period of 180 days from the date of this Agreement, the Fund will not, without the prior consent of the Dealer Manager, offer or sell, or enter into any agreement to sell, any equity or equity related securities of the Fund or securities convertible into such securities, other than the Rights and the Shares and the Common Shares issued in reinvestment of dividends or distributions.

x. The Fund will use the net proceeds from the Offer to acquire portfolio securities as set forth under “Use of Proceeds” in the Prospectus.

xi. The Fund will use its best efforts to cause the Rights and the Shares to be duly authorized for listing by the New York Stock Exchange, Inc. prior to the time the Rights are issued.

xii. The Fund will use its best efforts to maintain its qualification as a regulated investment company under Subchapter M of the Code.

xiii. The Fund will apply the net proceeds from the Offer in such a manner as to continue to comply with the requirements of the Prospectus and the Investment Company Act.

xiv. The Fund will advise or cause the Subscription Agent (A) to advise the Dealer Manager and, only where specifically noted, each Selling Group Member who specifically requests, from day to day during the period of, and promptly after the termination of, the Offer, as to the names and addresses of all Record Holders exercising Rights, the total number of Rights exercised by

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each Record Holder during the immediately preceding day, indicating the total number of Rights verified to be in proper form for exercise, rejected for exercise and being processed and, for the Dealer Manager and each Selling Group Member, the number of Rights exercised on subscription certificates indicating the Dealer Manager or such Selling Group Member, as the case may be, as the broker-dealer with respect to such exercise, and as to such other information as the Dealer Manager may reasonably request; and will notify the Dealer Manager and each Selling Group Member, not later than 5:00 P.M., New York City time, on the first business day following the Expiration Date, of the total number of Rights exercised and Shares related thereto, the total number of Rights verified to be in proper form for exercise, rejected for exercise and being processed and, for the Dealer Manager and each Selling Group Member, the number of Rights exercised on subscription certificates indicating the Dealer Manager or such Selling Group Member, as the case may be, as the broker-dealer with respect to such exercise, and as to such other information as the Dealer Manager may reasonably request; (B) to sell any Rights received for resale from Record Holders exclusively to or through the Dealer Manager, which may, at its election, purchase such Rights as principal or act as agent for the resale thereof; and (C) to issue Shares upon the Dealer Manager’s exercise of Rights no later than the close of business on the business day following the day that full payment for such Shares has been received by the Subscription Agent.

b. Neither the Fund nor the Investment Adviser will take, directly or indirectly, any action designed to cause or to result in, or that has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Fund to facilitate the issuance of the Rights or the sale or resale of the Rights or the Shares; provided that any action in connection with the Fund’s dividend reinvestment plan will not be deemed to be within the meaning of this Section 4.b.

5. Payment of Expenses.

a. The Fund will pay all expenses incident to the performance of its obligations under this Agreement, including, but not limited to, (i) expenses relating to the printing and filing of the Registration Statement

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as originally filed and of each amendment thereto, (ii) expenses relating to the preparation, issuance and delivery of the certificates for the Shares and subscription certificates relating to the Rights, (iii) the fees and disbursements of the Fund’s counsel (including the fees and disbursements of local counsel) and accountants, (iv) expenses relating to the qualification of the Rights and the Shares under securities laws in accordance with the provisions of Section 4.a.vii. of this Agreement, including filing fees, (v) expenses relating to the printing or other production and delivery to the Dealer Manager of copies of the Registration Statement as originally filed and of each amendment thereto and of the Prospectus and any amendments or supplements thereto, (vi) the fees and expenses incurred with respect to filing with the National Association of Securities Dealers, Inc., including the fees and disbursements of the Dealer Manager’s counsel with respect thereto, (vii) the fees and expenses incurred in connection with the listing of the Shares on the New York Stock Exchange, Inc., (viii) expenses relating to the printing or other production, mailing and delivery expenses incurred in connection with Offering Materials and (ix) the fees and expenses incurred with respect to the Subscription Agent and the Information Agent.

b. In addition to any fees that may be payable to the Dealer Manager under this Agreement, the Fund agrees to reimburse the Dealer Manager upon request made from time to time for a portion of its expenses incurred in connection with its activities under this Agreement, including the fees and disbursements of its legal counsel (excluding fees and expenses pursuant to Section 5.a.iv which are to be paid directly by the Fund), upon proper presentation of documentation therefor, in an amount not to exceed $100,000.

c. If this Agreement is terminated by the Dealer Manager in accordance with the provisions of Section 6 or Section 9.a., the Fund agrees to reimburse the Dealer Manager for all of its reasonable out-of-pocket expenses incurred in connection with its performance hereunder, including the reasonable fees and disbursements of counsel for the Dealer Manager. In the event the transactions contemplated hereunder are not consummated, the Fund agrees to pay all of the costs and expenses set forth in paragraphs 5.a. and 5.b. which the Fund would have paid if such transactions had been consummated.

6. Conditions of the Dealer Manager’s Obligations. The obligations of the Dealer Manager hereunder (including any obligation to pay for Shares issuable upon

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exercise of Rights by the Dealer Manager) are subject to the accuracy of the respective representations and warranties of the Fund and the Investment Adviser contained herein, to the performance by the Fund and the Investment Adviser of their respective obligations hereunder, and to the following further conditions:

a. The Registration Statement shall have become effective not later than 5:30 P.M., New York City time, on the Record Date, or at such later time and date as may be approved by the Dealer Manager; the Prospectus and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rule 497(c), (e), (h) or (j), as the case may be, under the Securities Act; no stop order suspending the effectiveness of the Registration Statement or any amendment thereto shall have been issued, and no proceedings for that purpose shall have been instituted or threatened or, to the knowledge of the Fund, the Investment Adviser or the Dealer Manager, shall be contemplated by the Commission; and the Fund shall have complied with any request of the Commission for additional information (to be included in the Registration Statement, the Prospectus or otherwise).

b. On the Representation Date and the Expiration Date, the Dealer Manager shall have received:

i. The favorable opinions, dated the Representation Date and the Expiration Date, of Dechert LLP, counsel for the Fund, in form and substance satisfactory to counsel for the Dealer Manager, to the effect that:

(1) The Fund has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland, has full corporate power and authority to conduct its business as described in the Registration Statement and the Prospectus, and does not own or lease real property or conduct business in any other jurisdiction.

(2) The Fund is registered with the Commission under the Investment Company Act as a closed-end, non-diversified management investment company; to the best of such counsel’s knowledge after reasonable inquiry, no order of suspension or revocation of such registration has

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been issued or proceedings therefor initiated or, threatened by the Commission; all required action has been taken under the Securities Act and the Investment Company Act to make the public offering and consummate the issuance of the Rights and the issuance and sale of the Shares by the Fund upon exercise of the Rights; and the provisions of the Fund’s charter and by-laws do not conflict with the requirements of the Investment Company Act and the Rules and Regulations.

(3) The Fund’s authorized and outstanding share capital is as set forth in the Prospectus; the outstanding Common Shares have been duly authorized and are validly issued, fully paid and non-assessable and conform in all material respects to the description thereof in the Prospectus under the heading “The Fund—Description of Common Stock”; the Rights have been duly authorized by all requisite action on the part of the Fund for issuance pursuant to the Offer; the Shares have been duly authorized by all requisite action on the part of the Fund for issuance and sale pursuant to the terms of the Offer and, when issued and delivered by the Fund pursuant to the terms of the Offer against payment of the consideration set forth in the Prospectus, will be validly issued, fully paid and non-assessable; the Shares and the Rights conform in all material respects to all statements relating thereto contained in the Registration Statement, the Prospectus and the other Offering Materials; and under Maryland General Corporation Law or, to such counsel’s knowledge, otherwise, the issuance of the Rights and the Shares is not subject to any preemptive rights.

(4) Each of the Fund Agreements has been duly authorized, executed and delivered by the Fund; each of the Fund Agreements complies with all applicable provisions of the Investment Company Act, the Advisers Act and the rules and regulations under such Acts; and, assuming due authorization, execution and delivery by the other parties thereto, each of the Fund Agreements constitutes a legal, valid and legally binding obligation of the Fund enforceable in accordance with its terms, subject to the

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qualification that the enforceability of the Fund’s obligations thereunder may be limited by U.S. bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

(5) Neither the issuance of the Rights, nor the issuance and sale of the Shares upon exercise of the Rights, nor the execution, delivery, performance and consummation by the Fund of any other of the transactions contemplated in this Agreement, or to the extent relevant to the Rights or the Shares, in the Fund Agreements, nor the consummation of the transactions contemplated herein or therein or in the Registration Statement nor the fulfillment of the terms thereof will conflict with or violate the charter, bylaws or similar organizational documents of the Fund, or will result in a breach or violation of, or constitute a default or an event of default under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Fund under the charter, bylaws or similar organizational documents of the Fund, the terms and provisions of any agreement, indenture, mortgage, loan agreement, note, insurance or surety agreement, lease or other instrument, known to such counsel after reasonable inquiry, to which the Fund is a party or by which it may be bound or to which any of the property or assets of the Fund is subject, nor will such action by the Fund result in any material violation of any order, law, rule or regulation of any U.S. federal, New York or Maryland state court or governmental agency or body having jurisdiction over the Fund or any of its properties or published rule or regulation of the Maryland General Corporation Law; provided, however, that solely for purposes of this paragraph (5) and not for purposes of the opinions expressed in other paragraphs, such counsel need express no opinion with respect to the antifraud provisions of Federal securities laws, state securities laws, laws governing fiduciary relationships, fraudulent transfer laws, antitrust laws, the Employee Retirement

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Income Security Act of 1974 or laws governing the solicitation of deposits and provided, further, that insofar as performance by the Fund of its obligations under this Agreement and the Fund Agreements is concerned, such counsel need express no opinion as to “Concurso Mercantil” bankruptcy, insolvency, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors’ rights.

(6) To the best of such counsel’s knowledge after reasonable inquiry, there is no pending or threatened action, suit or proceeding affecting the Fund or to which the Fund is a party before or by any court or governmental agency, authority or body or any arbitrator which might result in any material adverse change in the condition (financial or other), business prospects, net worth or operations of the Fund, or which might materially and adversely affect the properties or assets thereof of a character required to be disclosed in the Registration Statement or the Prospectus.

(7) There are no franchises, contracts or other documents of the Fund, to the best of such counsel’s knowledge after reasonable inquiry, required to be described in the Registration Statement or the Prospectus, or to be filed or incorporated by reference as exhibits which are not described or filed or incorporated by reference therein as permitted by the Securities Act, the Investment Company Act or the Rules and Regulations.

(8) No consent, approval, authorization, notification or order of, or filing with, any U.S. federal, New York or Maryland state court or governmental agency or body pursuant to those laws, rules and regulations which are normally applicable to transactions of the type contemplated by the Fund Agreement is required for the consummation by the Fund of the transactions contemplated by the Fund Agreements or the Registration Statement, except (A) such as have been obtained and (B) such as may be required under the blue sky laws of any jurisdiction in connection with the transactions contemplated hereby.

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(9) The Common Shares have been duly listed on the New York Stock Exchange, Inc. and the Shares and the Rights have been duly approved for listing, subject to official notice of issuance, on the New York Stock Exchange, Inc.

(10) The Registration Statement is effective under the Securities Act; any required filing of the Prospectus or any supplement thereto pursuant to Rule 497(c), (e), (h) or (j) required to be made prior to the date hereof has been made in the manner and within the time period required by Rule 497(c), (e), (h) or (j), as the case may be; no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceedings for that purpose have been instituted or threatened; and the Registration Statement, the Prospectus and each amendment thereof or supplement thereto (other than the financial statements, schedules, the notes thereto and the schedules and other financial or statistical data contained or incorporated by reference therein or omitted therefrom, as to which such counsel need express no opinion) as of their respective effective or issue dates complied as to form and appear on their face to be appropriately responsive in all material respects with the applicable requirements of the Securities Act and the Investment Company Act and the Rules and Regulations.

(11) The statements in the Prospectus under the headings “The Offer—Federal Income Tax Consequences of the Offer” and “Taxation” fairly present the information disclosed therein in all material respects.

In rendering such opinion, such counsel may rely as to matters of Maryland law on the opinion of Venable LLP and as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Fund and public officials.

Such counsel shall also have stated that, while they have not themselves checked the accuracy and completeness of or otherwise verified, and are not passing upon and assume no responsibility for the accuracy or completeness of, the statements

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contained in the Registration Statement or the Prospectus, in the course of their review and discussion of the contents of the Registration Statement and Prospectus with certain officers and employees of the Fund and its independent accountants, no facts have come to their attention which cause them to believe that the Registration Statement, on the date it became effective, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements contained therein not misleading or that the Prospectus, as of its date and on the Representation Date or the Expiration Date, as the case may be, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except that such counsel need not express any statement or belief with respect to the financial statements, schedules or other financial or statistical data included or incorporated by reference in the Registration Statement, Prospectus) .

ii. The favorable opinions, dated the Representation Date and the Expiration Date, of Creel, García-Cuéllar y Müggenburg, S.C., counsel for the Investment Adviser, in form and substance satisfactory to counsel for the Dealer Manager to the effect that:

(1) The Investment Adviser has been duly incorporated and is validly existing as a corporation under the laws of Mexico, has full corporate power and authority to own its properties and conduct its business as described in the Registration Statement and the Prospectus, currently maintains all governmental licenses, permits, consents, orders, approvals, and other authorizations material to the conduct of its business and necessary to enable the Investment Adviser to continue to supervise investment in securities as contemplated in the Investment Advisory Agreement.

(2) The Investment Adviser is registered as an investment adviser under the Advisers Act, and is not prohibited by the Advisers Act or the Investment Company Act, or the rules and regulations under such Acts, from acting as investment adviser for the Fund as contemplated in the Investment Advisory Agreement.

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(3) Each of the Adviser Agreements has been duly authorized, executed and delivered by the Investment Adviser and complies with all applicable provisions of the Investment Company Act, the Advisers Act and the rules and regulations under such Acts, and is, assuming due authorization, execution and delivery by the other parties thereto, a legal, valid and legally binding obligation of the Investment Adviser enforceable in accordance with its terms, subject to the qualification that the enforceability of the Investment Adviser’s obligations thereunder may be limited by the Mexican law of “Concurso Mercantil” and U.S. bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

(4) The execution, delivery, performance and consummation by the Investment Adviser of its obligations under this Agreement or any of the Adviser Agreements will not materially conflict with or materially violate the charter, by-laws or similar organizational documents of the Investment Adviser, or materially conflict with, result in a material breach or violation of, or constitute a material default under, or result in the creation or imposition of any material lien, charge or encumbrance upon any properties or assets of the Investment Adviser under the charter, by-laws or similar organizational documents of the Investment Adviser, the terms and provisions of any material agreement, indenture, mortgage, loan agreement, note, insurance or surety agreement, lease or other instrument, known to such counsel after reasonable inquiry, to which the Investment Adviser is a party or by which it may be bound or to which any of the property or assets of the Investment Adviser is subject, nor will such action result in any material violation of any U.S. federal or Mexican law; provided, however, that solely for

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purposes of this paragraph (4) and not for purposes of the opinions expressed in other paragraphs, such counsel need express no opinion with respect to the antifraud provisions of the Federal securities laws, state securities laws, laws governing fiduciary relationships, fraudulent transfer laws, antitrust laws, the Employee Retirement Income Security Act of 1974 or laws governing the solicitation of deposits; and provided, further, that in so far as performance by the Investment Adviser of its obligations under this Agreement and the Investment Advisory Agreement is concerned, such counsel need express no opinion as to “Concurso Mercantil” bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights.

(5) To the best of such counsel’s knowledge after reasonable inquiry, there is no pending or threatened action, suit or proceeding affecting the Investment Adviser or to which the Investment Adviser is a party before or by any Mexican, U.S. federal, New York or Maryland court or governmental agency, authority or body or any arbitrator which might result in any material adverse change in the Investment Adviser’s condition (financial or other), business prospects, net worth or operations or which might materially and adversely affect the properties or assets thereof of a character required to be disclosed in the Registration Statement or Prospectus.

(6) No consent, approval, authorization, notification or order of or filing with any Mexican court or governmental agency or body pursuant to those laws, rules and regulations which are normally applicable to transactions of the type contemplated by the Adviser Agreements is required for the consummation by the Investment Adviser of the transactions contemplated by the Adviser Agreements.

In rendering such opinion, such counsel has relied as to matters of Maryland law, with the Dealer Manager’s consent and without making any investigation with respect thereto, on the opinion of Venable LLP, and as to matters of the

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Investment Company Act, the Investment Advisers Act, the Securities Act of 1933 and the rules and regulations under such Acts, on the opinion of Dechert LLP pursuant to Section 6.b.i. of this Agreement, and as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Investment Adviser and public officials.

Such counsel shall also have stated that, while they have not themselves checked the accuracy and completeness of or otherwise verified, and are not passing upon and assume no responsibility for the accuracy or completeness of, the statements contained in the Registration Statement or the Prospectus, in the course of their review and discussion of the contents of the Registration Statement and Prospectus with certain officers and employees of the Investment Adviser and its affiliates, no facts have come to their attention which cause them to believe that the Registration Statement, on the date it became effective, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements contained therein not misleading or that the Prospectus, as of its date and on the Representation Date or the Expiration Date, as the case may be, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except that such counsel need not express any statement or belief with respect to the financial statements, schedules or other financial or statistical data included or incorporated by reference in the Registration Statement, Prospectus).

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c. The Dealer Manager shall have received from Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Dealer Manager, such opinion or opinions, dated the Representation Date and the Expiration Date, with respect to the Offer, the Registration Statement, the Prospectus and other related matters as the Dealer Manager may reasonably require, and the Fund shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters.

d. The Fund shall have furnished to the Dealer Manager certificates of the Fund, signed on behalf of the Fund by the President of the Fund, dated the Representation Date and the Expiration Date, to the effect that the signer(s) of such certificate carefully examined the Registration Statement, the Prospectus, any supplement to the Prospectus and this Agreement and that, to the best of their knowledge:

i. the representations and warranties of the Fund in this Agreement are true and correct in all material respects on and as of the Representation Date or the Expiration Date, as the case may be, with the same effect as if made on the Representation Date or the Expiration Date, as the case may be, and the Fund has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Representation Date or the Expiration Date, as the case may be;

ii. no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the Fund’s knowledge, threatened; and

iii. since the date of the most recent balance sheet included or incorporated by reference in the Prospectus, there has been no material adverse change in the condition (financial or other), business, prospects, net worth or results of operations of the Fund (it being understood that minor fluctuations in the Fund’s net asset value due to investment activities in the ordinary course of business and changes in the market price per share of the Common Shares and discount or premium of such market price per share to net asset value per share are not material adverse changes), except as set forth in or contemplated in the Prospectus.

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e. The Investment Adviser shall have furnished to the Dealer Manager certificates of the Investment Adviser, signed on behalf of the Investment Adviser by the President, dated the Representation Date and the Expiration Date, to the effect that the signer(s) of such certificate carefully examined the Registration Statement, the Prospectus, any supplement to the Prospectus and this Agreement and that, to the best of their knowledge, the representations and warranties of the Investment Adviser in this Agreement are true and correct in all material respects on and as of the Representation Date or the Expiration Date, as the case may be, with the same effect as if made on the Representation Date or the Expiration Date, as the case may be.

f. PricewaterhouseCoopers LLP shall have furnished to the Dealer Manager letters, dated the Representation Date and the Expiration Date, in form and substance satisfactory to the Dealer Manager stating in effect that:

i. they are an independent registered public accounting firm with respect to the Fund within the meaning of the Securities Act and the applicable Rules and Regulations;

ii. in their opinion, the audited financial statements examined by them and included or incorporated by reference in the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Investment Company Act and the respective Rules and Regulations with respect to registration statements on Form N-2;

iii. they have performed specified procedures, not constituting an audit in accordance with generally accepted auditing standards, including a reading of the latest available unaudited financial information of the Fund, a reading of the minute books of the Fund, and inquiries of officials of the Fund responsible for financial and accounting matters, and on the basis of such inquiries and procedures nothing came to their attention that caused them to believe that at a specified date not more than five business days prior to the Representation Date or the Expiration Date, as the case may be, there was any change in the Common Shares, any decrease in net assets or any increase in long-term debt of the Fund as compared with amounts shown in the most recent statement of assets and liabilities included or incorporated by reference in the Registration Statement, except as the Registration Statement discloses has occurred or may occur, or they shall state any specific changes, increases or decreases; and

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iv. in addition to the procedures referred to in clause iii. above, they have compared certain dollar amounts (or percentages as derived from such dollar amounts) and other financial information regarding the operations of the Fund appearing in the Registration Statement, which have previously been specified by the Dealer Manager and which shall be specified in such letter, and have found such items to be in agreement with the accounting and financial records of the Fund.

g. Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus (excluding an amendment or supplement subsequent to the Representation Date), there shall not have been (i) any change, increase or decrease specified in the letter or letters referred to in paragraph 6.f., or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or other), business, prospects, net worth, properties or results of operations of the Fund, the effect of which, in any case referred to in clause (i) or (ii) above, is, in the judgment of the Dealer Manager, so material and adverse as to make it impractical or inadvisable to proceed with the Offer as contemplated by the Registration Statement and the Prospectus.

h. Prior to the Representation Date, the Fund shall have furnished to the Dealer Manager such further information, certificates and documents as the Dealer Manager may reasonably request.

i. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement or waived by the Dealer Manager, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects satisfactory in form and substance to the Dealer Manager and its counsel, this Agreement and all obligations of the Dealer Manager hereunder may be canceled at, or at any time prior to, the Expiration Date by the Dealer Manager. Notice of such cancellation shall be given to the Fund in writing or by telephone confirmed in writing.

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7. Indemnity and Contribution.

a. The Fund agrees to indemnify, defend and hold harmless the Dealer Manager, its partners, directors and officers, and any person who controls the Dealer Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, the Dealer Manager or any such person may incur under the Securities Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Fund) or in a Prospectus (the term “Prospectus” for the purpose of this Section 7 being deemed to include any preliminary prospectus, the Offering Materials, the Prospectus and the Prospectus as amended or supplemented by the Fund), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or Prospectus or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information furnished in writing by or on behalf of the Dealer Manager to the Fund or the Investment Adviser expressly for use with reference to the Dealer Manager in such Registration Statement or such Prospectus.

If any action, suit or proceeding (together, a “Proceeding”) is brought against the Dealer Manager or any such person in respect of which indemnity may be sought against the Fund pursuant to the foregoing paragraph, the Dealer Manager or such person shall promptly notify the Fund and the Investment Adviser in writing of the institution of such Proceeding and the Fund shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the failure to so notify the Fund and the Investment Adviser shall not relieve the Fund from any liability which the Fund may have to the Dealer Manager or any such person or otherwise. The Dealer Manager or such person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Dealer Manager or of such person unless the employment of such counsel

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shall have been authorized in writing by the Fund in connection with the defense of such Proceeding or the Fund shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund (in which case the Fund shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Fund and paid as incurred (it being understood, however, that the Fund shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The Fund shall not be liable for any settlement of any Proceeding effected without its written consent, but if settled with the written consent of the Fund, the Fund agrees to indemnify and hold harmless the Dealer Manager and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days’ prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

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b. The Dealer Manager agrees to indemnify, defend and hold harmless the Fund, its directors and officers, and any person who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, the Fund or any such person may incur under the Securities Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information furnished in writing by or on behalf of the Dealer Manager to the Fund expressly for use with reference to the Dealer Manager in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Fund) or in a Prospectus, or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information not misleading (with respect to the Prospectus, in light of the circumstances under which they were made).

If any Proceeding is brought against the Fund or any such person in respect of which indemnity may be sought against the Dealer Manager pursuant to the foregoing paragraph, the Fund or such person shall promptly notify the Dealer Manager in writing of the institution of such Proceeding and the Dealer Manager shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Dealer Manager shall not relieve the Dealer Manager from any liability which the Dealer Manager may have to the Fund or any such person or otherwise. The Fund or such person shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Fund, the Investment Adviser or such person, as the case may be, unless the employment of such counsel shall have been authorized in writing by the Dealer Manager in connection with the defense of such Proceeding or such Dealer Manager shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that

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there may be defenses available to it or them which are different from or additional to or in conflict with those available to the Dealer Manager (in which case the Dealer Manager shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Dealer Manager may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of the Dealer Manager), in any of which events such fees and expenses shall be borne by the Dealer Manager and paid as incurred (it being understood, however, that the Dealer Manager shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The Dealer Manager shall not be liable for any settlement of any such Proceeding effected without the written consent of the Dealer Manager but if settled with the written consent of the Dealer Manager, the Dealer Manager agrees to indemnify and hold harmless the Fund and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days’ prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding.

c. If the indemnification provided for in this Section 7 is unavailable to an indemnified party under subsections (a) and (b) of this Section 7 in respect of any losses, damages, expenses, liabilities or claims referred to therein, then each applicable indemnifying party, in lieu of indemnifying

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such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, damages, expenses, liabilities or claims (i) in such proportion as is appropriate to reflect the relative benefits received by the Fund on the one hand and the Dealer Manager on the other hand from the offering of the Shares or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Fund on the one hand and of the Dealer Manager on the other in connection with the statements or omissions which resulted in such losses, damages, expenses, liabilities or claims, as well as any other relevant equitable considerations. The relative benefits received by the Fund on the one hand and the Dealer Manager on the other shall be deemed to be in the same respective proportions as the total proceeds from the offering (net of the Dealer Manager Fee but before deducting expenses) received by the Fund and the total Dealer Manager Fee received by the Dealer Manager, bear to the aggregate public offering price of the Shares. The relative fault of the Fund on the one hand and of the Dealer Manager on the other shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by the Fund or by the Dealer Manager and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, damages, expenses, liabilities and claims referred to in this subsection shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating, preparing to defend or defending any Proceeding.

d. The Fund and the Dealer Manager agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in subsection (c) above. Notwithstanding the provisions of this Section 7, the Dealer Manager shall not be required to contribute any amount in excess of the fees received by it. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

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e. Notwithstanding any other provisions in this Section 7, no party shall be entitled to indemnification or contribution under this Dealer Manager Agreement against any loss, claim, liability, expense or damage arising by reason of such person’s willful misfeasance, or gross negligence in the performance of its duties hereunder. The parties hereto acknowledge that the foregoing provision shall not be construed to impose upon any such parties any duties under this Agreement other than as specifically set forth herein (it being understood that the Dealer Manager has no duty hereunder to the Fund to perform any due diligence investigation).

f. The indemnity and contribution agreements contained in this Section 7 and the covenants, warranties and representations of the Fund contained in this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Dealer Manager, its partners, directors or officers or any person (including each partner, officer or director of such person) who controls the Dealer Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or by or on behalf of the Fund or the Investment Adviser, its directors or officers or any person who controls the Fund or the Investment Adviser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and shall survive any termination of this Agreement or the issuance and delivery of the Rights. The Fund and the Dealer Manager agree promptly to notify each other of the commencement of any Proceeding against it and, in the case of the Fund, against any of the Fund’s officers or directors in connection with the issuance of the Rights, or in connection with the Registration Statement or Prospectus.

g. The Fund acknowledges that the statements under the caption “The Offer—Distribution Arrangements” in the Prospectus constitute the only information furnished in writing to the Fund by the Dealer Manager expressly for use in such document, and the Dealer Manager confirms that such statements are correct in all material respects.

8. Representations, Warranties and Agreements to Survive Delivery. The respective agreements, representations, warranties, indemnities and other statements of the Fund or its officers, of the Investment Adviser and of the Dealer Manager set forth in or made pursuant to this Agreement shall survive the Expiration Date and will remain in full force and effect, regardless of any investigation made by or on behalf of Dealer Manager or the Fund or any of the officers, directors or controlling persons referred to in Section 7 hereof, and will

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survive delivery of and payment for the Shares pursuant to the Offer. The provisions of Sections 5 and 7 hereof shall survive the termination or cancellation of this Agreement.

9. Termination of Agreement.

a. This Agreement shall be subject to termination in the absolute discretion of the Dealer Manager, by notice given to the Fund prior to the expiration of the Offer, if prior to such time (i) financial, political, economic, currency, banking or social conditions in the United States or Mexico shall have undergone any material change the effect of which on the financial markets makes it, in the Dealer Manager’s judgment, impracticable or inadvisable to proceed with the Offer, (ii) there has occurred any outbreak or material escalation of hostilities or other calamity, terrorist activity or crisis the effect of which on the financial markets of the United States or Mexico is such as to make it, in the Dealer Manager’s judgment, impracticable or inadvisable to proceed with the Offer, (iii) trading in the Common Shares or in the Rights shall have been suspended by the Commission or the New York Stock Exchange, Inc., (iv) trading in securities generally on the New York Stock Exchange, Inc. shall have been suspended or limited or (v) a banking moratorium shall have been declared either by Federal or New York State authorities.

b. If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party except as provided in Section 5 and the Dealer Manager shall not have any obligation to purchase any Shares upon exercise of Rights.

10. Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Dealer Manager, will be mailed, delivered or telegraphed and confirmed to UBS Securities LLC, 299 Park Avenue, New York, New York 10171-0026, Attn: Syndicate Department and, if to the Fund or the Investment Adviser, shall be sufficient in all respects if delivered or sent to the Fund or the Investment Adviser at 1775 I Street, N.W., Suite 900, Washington, DC 20006-2401 and 77 Aristoteles Street, 3rd Floor, Polanco D.F. 11560 Mexico, respectively, Attention: Mr. José Luis Gómez Pimienta.

11. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and will inure to the benefit of the officers and directors and controlling persons referred to in Section 7 hereof, and no other person will have any right or obligation hereunder.

39

12. Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York.

13. Submission to Jurisdiction. Except as set forth below, no claim (a “Claim”) which relates to the terms of this Agreement or the transactions contemplated hereby may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Fund and the Investment Adviser consents to the jurisdiction of such courts and personal service with respect thereto. Each of the Fund and the Investment Adviser hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Dealer Manager or any indemnified party. Each of the Dealer Manager, the Fund (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Investment Adviser (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Fund and the Investment Adviser agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Fund or the Investment Adviser, as the case may be, and may be enforced in any other courts in the jurisdiction of which the Fund or the Investment Adviser is or may be subject, by suit upon such judgment.

14. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

40

If the foregoing is in accordance with your understanding of our agreement, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement among the Fund, the Investment Adviser and the Dealer Manager.

Very truly yours,

THE MEXICO FUND, INC.

By:

Name:

Title:

IMPULSORA DEL FONDO MÉXICO, S.A. DE

C.V.

By:

Name:

Title:

41

The foregoing Agreement is hereby confirmed and accepted as of the date first above written.

UBS SECURITIES LLC

By:

Name:

Title:

By:

Name:

Title:

42

Exhibit A

THE MEXICO FUND, INC.

[            ] Shares of Common Stock

Issuable Upon Exercise of Transferable Rights

to Subscribe for Such Shares

SELLING GROUP AGREEMENT

New York, New York

[                    ], 2004

UBS Securities LLC

299 Park Avenue

New York, New York 10171-0026

Ladies and Gentlemen:

We understand that The Mexico Fund, Inc., a Maryland corporation (the “Fund”), proposes to issue to holders of record (the “Record Holders”) as of the close of business on the record date set forth in the Prospectus (as defined herein) (the “Record Date”) transferable rights entitling such Record Holders to subscribe for up to              shares (each a “Share” and, collectively, the “Shares”) of common stock, par value $1.00 per share (the “Common Shares”), of the Fund (the “Offer”). Pursuant to the terms of the Offer, the Fund is issuing each Record Holder one transferable right (each a “Right” and, collectively, the “Rights”) for each Common Share held by such Record Holder on the Record Date. Such Rights entitle their holders to acquire during the subscription period set forth in the Prospectus (the “Subscription Period”), at the price set forth in such Prospectus (the “Subscription Price”), one Share for each              Rights (except that any Record Holder who is issued fewer than              Rights will be able to subscribe for one full Share pursuant to the primary subscription), on the terms and conditions set forth in such Prospectus. No fractional shares will be issued. Any Record Holder who fully exercises all Rights initially issued to such Record Holder (other than those Rights that cannot be exercised because they represent the right to acquire less than one Share) will be entitled to subscribe for, subject to allocation, additional Shares (the “Over-Subscription Privilege”) on the terms and conditions set forth in such Prospectus. The Rights are transferable and are expected to be listed on the New York Stock Exchange, Inc. under the symbol “MXF.RT”.

The Mexico Fund, Inc.

Selling Group Agreement - Page 2

Rights Offer Expiring [                    ], 2004, unless extended

We further understand that the Fund has appointed UBS Securities LLC to act as the dealer manager (the “Dealer Manager”) in connection with the Offer and has authorized the Dealer Manager to form and manage a group of broker-dealers (each a “Selling Group Member” and collectively the “Selling Group”) to solicit the exercise of Rights and to sell Shares purchased by the Dealer Manager from the Fund through the exercise of Rights.

We hereby express our interest in participating in the Offer as a Selling Group Member.

We hereby agree with you as follows:

1. We have received and reviewed the Fund’s prospectus dated [                    ], 2004 (the “Prospectus”) relating to the Offer and we understand that additional copies of the Prospectus (or of the Prospectus as it may be subsequently supplemented or amended, if applicable) and any other solicitation materials authorized by the Fund relating to the Offer (“Offering Materials”) will be supplied to us in reasonable quantities upon our request therefor to you. We agree that we will not use any solicitation material other than the Prospectus (as supplemented or amended, if applicable) and such Offering Materials and we agree not to make any representation, oral or written, to any shareholders or prospective shareholders of the Fund that are not contained in the Prospectus, unless previously authorized to do so in writing by the Fund.

2. From time to time during the period (the “Subscription Period”) commencing on [                    ], 2004 and ending at 5:00 p.m., New York City time, on the Expiration Date (the term “Expiration Date” means [                    ], 2004, unless and until the Fund shall, in its sole discretion, have extended the period for which the Offer is open, in which event the term “Expiration Date” with respect to the Offer will mean the latest time and date on which the Offer, as so extended by the Fund, will expire), we may solicit the exercise of Rights in connection with the Offer. We will be entitled to receive fees in the amounts and at the times described in Section 4 of this Selling Group Agreement with respect to Shares purchased pursuant to the exercise of Rights and with respect to which [                            ] (the “Subscription Agent”) has received, no later than 5:00 p.m., New York City time, on the Expiration Date, either (i) a properly completed and executed Subscription Certificate identifying us as the broker-dealer

The Mexico Fund, Inc.

Selling Group Agreement - Page 3

Rights Offer Expiring [                    ], 2004, unless extended

having been instrumental in the exercise of such Rights, and full payment for such Shares, or (ii) a Notice of Guaranteed Delivery guaranteeing to the Subscription Agent by the close of business of the third business day after the Expiration Date of a properly completed and duly executed Subscription Certificate, similarly identifying us, and full payment for such Shares. We understand that we will not be paid these fees with respect to Shares purchased pursuant to an exercise of Rights for our own account or for the account of any of our affiliates. We also understand and agree that we are not entitled to receive any fees in connection with the solicitation of the exercise of Rights other than pursuant to the terms of this Selling Group Agreement and, in particular, that we will not be entitled to receive any fees under the Fund’s Soliciting Dealer Agreement. We agree to solicit the exercise of Rights in accordance with the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Investment Company Act of 1940, as amended, and the rules and regulations under each such Act, any applicable securities laws of any state or jurisdiction where such solicitations may be lawfully made, the applicable rules and regulations of any self-regulatory organization or registered national securities exchange and customary practice and subject to the terms of the Subscription Agent Agreement between the Fund and the Subscription Agent and the procedures described in the Fund’s registration statement on Form N-2 (File Nos. 333-118013 and 811-02409), as amended (the “Registration Statement”).

3. From time to time during the Subscription Period, we may indicate interest in purchasing Shares from the Dealer Manager. We understand that from time to time the Dealer Manager intends to offer Shares obtained or to be obtained by the Dealer Manager through the exercise of Rights to Selling Group Members who have so indicated interest at prices which shall be determined by the Dealer Manager (the “Offering Price”). We agree that, with respect to any such Shares purchased by us from the Dealer Manager, the sale of such Shares to us shall be irrevocable, and we will offer them to the public at the Offering Price at which we purchase them from the Dealer Manager. Shares not sold by us at such Offering Price may be offered by us after the next succeeding Offering Price is set at the latest Offering Price set by the Dealer Manager. The Dealer Manager agrees that, if requested by any Selling

The Mexico Fund, Inc.

Soliciting Dealer Agreement - Page 4

Rights Offer Expiring [                    ], 2004, unless extended

Group Member, and subject to applicable law, the Dealer Manager will set a new Offering Price prior to 4:00 p.m., New York City time, on any business day. We agree to advise the Dealer Manager from time to time upon request, prior to the termination of this Selling Group Agreement, of the number of Shares remaining unsold which were purchased by us from the Dealer Manager and, upon the Dealer Manager’s request, we will resell to the Dealer Manager any of such Shares remaining unsold at the purchase price thereof if in the Dealer Manager’s opinion such Shares are needed to make delivery against sales made to other Selling Group Members. Any shares purchased hereunder from the Dealer Manager shall be subject to regular way settlement through the facilities of The Depository Trust Company.

4. We understand that you will remit to us on or before the tenth business day following the day the Fund issues Shares after the Expiration Date, following receipt by you from the Fund of the Dealer Manager Fee, a fee (the “Selling Fee”) equal to 2.50% of the Subscription Price per Share for (A) each Share issued pursuant to the exercise of Rights or the Over-Subscription Privilege pursuant to each Subscription Certificate upon which we are designated, as certified to you by the Subscription Agent, as a result of our solicitation efforts in accordance with Section 2 and (B) each Share sold by the Dealer Manager to us in accordance with Section 3 less any Shares resold to the Dealer Manager in accordance with Section 3. Your only obligation with respect to payment of the Selling Fee to us is to remit to us amounts owing to us and actually received by you from the Fund. Except as aforesaid, you shall be under no liability to make any payments to us pursuant to this Selling Group Agreement.

5. We agree that you, as Dealer Manager, have full authority to take such action as may seem advisable to you in respect of all matters pertaining to the Offer. You are authorized to approve on our behalf any amendments or supplements to the Registration Statement or the Prospectus.

6. We represent that we are a member in good standing of the NASD and, in making sales of Shares, agree to comply with all applicable rules of the NASD including, without limitation, the NASD’s Interpretation with Respect to Free-Riding and Withholding, as set forth in IM 2110-1 of the NASD’s Conduct Rules, and Rule 2740 of the NASD’s Conduct

The Mexico Fund, Inc.

Selling Group Agreement - Page 5

Rights Offer Expiring [                    ], 2004, unless extended

Rules. We understand that no action has been taken by you or the Fund to permit the solicitation of the exercise of Rights or the sale of Shares in any jurisdiction (other than the United States) where action would be required for such purpose. We agree that we will not, without your approval in advance, buy, sell, deal or trade in, on a when-issued basis or otherwise, the Rights or the Shares or any other option to acquire or sell Shares for our own account or for the accounts of customers, except as provided in Sections 2 and 3 hereof and except that we may buy or sell Rights or Shares in brokerage transactions on unsolicited orders which have not resulted from activities on our part in connection with the solicitation of the exercise of Rights and which are executed by us in the ordinary course of our brokerage business. We will keep an accurate record of the names and addresses of all persons to whom we give copies of the Registration Statement, the Prospectus, any preliminary prospectus (or any amendment or supplement thereto) or any Offering Materials and, when furnished with any subsequent amendment to the Registration Statement and any subsequent prospectus, we will, upon your request, promptly forward copies thereof to such persons.

7. Nothing contained in this Selling Group Agreement will constitute the Selling Group Members partners with the Dealer Manager or with one another or create any association between those parties, or will render the Dealer Manager or the Fund liable for the obligations of any Selling Group Member. The Dealer Manager will be under no liability to make any payment to any Selling Group Member other than as provided in Section 4 of this Selling Group Agreement, and will be subject to no other liabilities to any Selling Group Member, and no obligations of any sort will be implied. We agree to indemnify and hold harmless you and each other Selling Group Member and each person, if any, who controls you and any such Selling Group Member within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against loss or liability caused by any breach by us of the terms of this Selling Group Agreement.

8. We agree to pay any transfer taxes which may be assessed and paid on account of any sales or transfers for our account.

The Mexico Fund, Inc.

Selling Group Agreement - Page 6

Rights Offer Expiring [                    ], 2004, unless extended

9. All communications to you relating to the Offer will be addressed to: UBS Securities LLC, 299 Park Avenue, New York, New York 10171-0026, Attn: Syndicate Department.

10. This Selling Group Agreement will be governed by the internal laws of the State of New York.

The Mexico Fund, Inc.

Selling Group Agreement - Page 7

Rights Offer Expiring [                    ], 2004, unless extended

A signed copy of this Selling Group Agreement will be promptly returned to the Selling Group Member at the address set forth below.

Very truly yours,

UBS SECURITIES LLC

By:

Name:

Title:

PLEASE COMPLETE THE INFORMATION BELOW

Printed Firm Name	Address
Contact at Selling Group Member
Authorized Signature	Area Code and Telephone Number
Name and Title	Facsimile Number
Dated:

Payment of the Selling Fee shall be mailed by check to the following address:

Exhibit B

THE MEXICO FUND, INC.

Rights Offering for Shares of Common Stock

SOLICITING DEALER AGREEMENT

THE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,

[                    ], 2004, UNLESS EXTENDED

To Securities Dealers and Brokers:

The Mexico Fund, Inc., a Maryland corporation (the “Fund”), is issuing to its shareholders of record (“Record Holders”) as of the close of business on [                    ], 2004 (the “Record Date”) transferable rights (“Rights”) to subscribe for an aggregate of up to              shares (the “Shares”) of common stock, par value $1.00 per share (the “Common Shares”), of the Fund upon the terms and subject to the conditions set forth in the Fund’s Prospectus (the “Prospectus”) dated [                    ], 2004 (the “Offer”). Each such Record Holder is being issued one Right for each full Common Share owned on the Record Date. Such Rights entitle their holders to acquire during the Subscription Period (as hereinafter defined) at the Subscription Price (as hereinafter defined) one Share for each              Rights (except that any Record Holder who is issued fewer than              Rights will be able to subscribe for one full Share pursuant to the primary subscription), on the terms and conditions set forth in such Prospectus. No fractional shares will be issued. Any Record Holder who fully exercises all Rights initially issued to such Record Holder (other than those Rights that cannot be exercised because they represent the right to acquire less than one Share) will be entitled to subscribe for, subject to allocation, additional Shares (the “Over-Subscription Privilege”) on the terms and conditions set forth in such Prospectus. The Rights are transferable and are expected to be listed on the New York Stock Exchange, Inc. under the symbol “MXF.RT”.

The Mexico Fund, Inc.

Soliciting Dealer Agreement - Page 2

Rights Offer Expiring [                     ], 2004, unless extended

The Subscription Price will be [            ]. The Subscription Period will commence on [                    ], 2004 and end at 5:00 p.m., New York City time on the Expiration Date (the term “Expiration Date” means [                    ], 2004, unless and until the Fund shall, in its sole discretion, have extended the period for which the Offer is open, in which event the term “Expiration Date” with respect to the Offer will mean the latest time and date on which the Offer, as so extended by the Fund, will expire).

For the duration of the Offer, the Fund has authorized and the Dealer Manager (as hereinafter defined) has agreed to reallow a fee to any qualified broker or dealer executing a Soliciting Dealer Agreement who solicits the exercise of Rights and the Over-Subscription Privilege in connection with the Offer and who complies with the procedures described below (a “Soliciting Dealer”). Upon timely delivery to [            ], the Fund’s Subscription Agent for the Offer, of payment for Shares purchased pursuant to the exercise of Rights and the Over-Subscription Privilege and of properly completed and executed documentation as set forth in this Soliciting Dealer Agreement, a Soliciting Dealer will be entitled to receive a fee (the “Soliciting Fee”) equal to 0.50% of the Subscription Price per Share so purchased subject to a maximum fee based on the number of Common Shares held by such Soliciting Dealer through The Depository Trust Company on the Record Date; provided, however, that no payment shall be due with respect to the issuance of any Shares until payment therefor is actually received. A qualified broker or dealer is a broker or dealer which is a member of a registered national securities exchange in the United States or the NASD or any foreign broker or dealer not eligible for membership who agrees to conform to the Rules of Fair Practice of the NASD, including Sections 2730, 2740, 2420 and 2750 thereof, in making solicitations in the United States to the same extent as if it were a member thereof.

The Fund has authorized and the Dealer Manager has agreed to pay the Soliciting Fees payable to the undersigned Soliciting Dealer and to indemnify such Soliciting Dealer on the terms set forth in the Dealer Manager Agreement, dated [                    ], 2004, among the Fund and UBS Securities LLC as the dealer manager (the “Dealer Manager”). Solicitation and other activities by Soliciting Dealers may be undertaken only in accordance with the applicable rules and regulations of the Securities and Exchange Commission and only in those states and other jurisdictions where such solicitations and other activities may lawfully be undertaken and in accordance with the laws thereof. Compensation will not be paid for solicitations in any state or other jurisdiction in which the opinion of counsel to the Fund or counsel to the Dealer Manager, such compensation may not lawfully be paid. No Soliciting Dealer shall be paid Soliciting Fees with respect to Shares purchased pursuant to an exercise of Rights

The Mexico Fund, Inc.

Soliciting Dealer Agreement - Page 3

Rights Offer Expiring [                     ], 2004, unless extended

and the Over-Subscription Privilege for its own account or for the account of any affiliate of the Soliciting Dealer. No Soliciting Dealer or any other person is authorized by the Fund or the Dealer Manager to give any information or make any representations in connection with the Offer other than those contained in the Prospectus and other authorized solicitation material furnished by the Fund through the Dealer Manager. No Soliciting Dealer is authorized to act as agent of the Fund or the Dealer Manager in any connection or transaction. In addition, nothing herein contained shall constitute the Soliciting Dealers partners with the Dealer Manager or with one another, or agents of the Dealer Manager or of the Fund, or create any association between such parties, or shall render the Dealer Manager or the Fund liable for the obligations of any Soliciting Dealer. The Dealer Manager shall be under no liability to make any payment to any Soliciting Dealer, and shall be subject to no other liabilities to any Soliciting Dealer, and no obligations of any sort shall be implied.

In order for a Soliciting Dealer to receive Soliciting Fees, the Subscription Agent must have received from such Soliciting Dealer no later than 5:00 p.m., New York City time, on the Expiration Date, either (i) a properly completed and duly executed Subscription Certificate with respect to Shares purchased pursuant to the exercise of Rights and the Over-Subscription Privilege and full payment for such Shares or (ii) a Notice of Guaranteed Delivery guaranteeing delivery to the Subscription Agent by close of business on the third business day after the Expiration Date of (a) a properly completed and duly executed Subscription Certificate with respect to Shares purchased pursuant to the exercise of Rights and the Over-Subscription Privilege and (b) full payment for such Shares. Soliciting Fees will only be paid after receipt by the Subscription Agent of a properly completed and duly executed Soliciting Dealer Agreement and a Subscription Certificate designating the Soliciting Dealer in the applicable portion hereof. In the case of a Notice of Guaranteed Delivery, Soliciting Fees will only be paid after delivery in accordance with such Notice of Guaranteed Delivery has been effected. Soliciting Fees will be paid by the Fund (through the Subscription Agent) to the Soliciting Dealer by check to an address designated by the Soliciting Dealer below by the tenth business day following the day the Fund issues Shares after the Expiration Date.

All questions as to the form, validity and eligibility (including time of receipt) of this Soliciting Dealer Agreement will be determined by the Fund, in its sole discretion, which determination shall be final and binding. Unless waived, any irregularities in connection with a Soliciting Dealer Agreement or delivery thereof must be cured within such time as the Fund shall determine. None of the Fund, the Dealer Manager, the Subscription Agent, the Information Agent for the Offer or any other

The Mexico Fund, Inc.

Soliciting Dealer Agreement - Page 4

Rights Offer Expiring [                     ], 2004, unless extended

person will be under any duty to give notification of any defects or irregularities in any Soliciting Dealer Agreement or incur any liability for failure to give such notification.

The acceptance of Soliciting Fees from the Fund by the undersigned Soliciting Dealer shall constitute a representation by such Soliciting Dealer to the Fund that: (i) it has received and reviewed the Prospectus; (ii) in soliciting purchases of Shares pursuant to the exercise of the Rights and the Over-Subscription Privilege, it has complied with the applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the applicable rules and regulations thereunder, any applicable securities laws of any state or jurisdiction where such solicitations were made, and the applicable rules and regulations of any self-regulatory organization or registered national securities exchange; (iii) in soliciting purchases of Shares pursuant to the exercise of the Rights and the Over-Subscription Privilege, it has not published, circulated or used any soliciting materials other than the Prospectus and any other authorized solicitation material furnished by the Fund through the Dealer Manager; (iv) it has not purported to act as agent of the Fund or the Dealer Manager in any connection or transaction relating to the Offer; (v) the information contained in this Soliciting Dealer Agreement is, to its best knowledge, true and complete; (vi) it is not affiliated with the Fund; (vii) it will not accept Soliciting Fees paid by the Fund pursuant to the terms hereof with respect to Shares purchased by the Soliciting Dealer pursuant to an exercise of Rights and the Over-Subscription Privilege for its own account; (viii) it will not remit, directly or indirectly, any part of Soliciting Fees paid by the Fund pursuant to the terms hereof to any beneficial owner of Shares purchased pursuant to the Offer; and (ix) it has agreed to the amount of the Soliciting Fees and the terms and conditions set forth herein with respect to receiving such Soliciting Fees. By returning a Soliciting Dealer Agreement and accepting Soliciting Fees, a Soliciting Dealer will be deemed to have agreed to indemnify the Fund and the Dealer Manager against losses, claims, damages and liabilities to which the Fund may become subject as a result of the breach of such Soliciting Dealer’s representations made herein and described above. In making the foregoing representations, Soliciting Dealers are reminded of the possible applicability of the anti-manipulation rules under the Exchange Act if they have bought, sold, dealt in or traded in any Shares for their own account since the commencement of the Offer.

Upon expiration of the Offer, no Soliciting Fees will be payable to Soliciting Dealers with respect to Shares purchased thereafter.

The Mexico Fund, Inc.

Soliciting Dealer Agreement - Page 5

Rights Offer Expiring [                     ], 2004, unless extended

Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Dealer Manager Agreement or, if not defined therein, in the Prospectus.

This Soliciting Dealer Agreement will be governed by the laws of the State of New York.

Please execute this Soliciting Dealer Agreement below accepting the terms and conditions hereof and confirming that you are a member firm of the NASD or a foreign broker or dealer not eligible for membership who has conformed to the Rules of Fair Practice of the NASD, including Sections 2730, 2740, 2420 and 2750 thereof, in making solicitations of the type being undertaken pursuant to the Offer in the United States to the same extent as if you were a member thereof, and certifying that you have solicited the purchase of the Shares pursuant to exercise of the Rights and the Over-Subscription Privilege, all as described above, in accordance with the terms and conditions set forth in this Soliciting Dealer Agreement. Please forward two executed copies of this Soliciting Dealer Agreement to: UBS Securities LLC, 299 Park Avenue, New York, New York 10171-0026, Attn: Syndicate Department.

The Mexico Fund, Inc.

Soliciting Dealer Agreement - Page 6

Rights Offer Expiring [                     ], 2004, unless extended

A signed copy of this Soliciting Dealer Agreement will be promptly returned to the Soliciting Dealer at the address set forth below.

Very truly yours,

UBS SECURITIES LLC

By:

Name:

Title:

PLEASE COMPLETE THE INFORMATION BELOW

Printed Firm Name	Address
Contact at Soliciting Dealer
Authorized Signature	Area Code and Telephone Number
Name and Title	Facsimile Number
Dated:

Payment of the Soliciting Fee shall be mailed by check to the following address:

EX-2.J.1

EXHIBIT 2(j)(1)

AMENDED AND RESTATED

CUSTODY AGREEMENT

AGREEMENT entered into on the 5th day of October, 1995, as amended and restated on March 31, 1998 between THE MEXICO FUND, INC., represented by its President, José Luis Gómez Pimienta (the “FUND”) and BANCOMER, S.A. in its capacity as custodian of the assets of the FUND, represented by                                  (the “CUSTODIAN”).

I.

DEFINITIONS

1. The term “Authorized Person” shall mean such officers and employees of the FUND as are authorized to give Instructions to the CUSTODIAN.

2. The term “Instructions” shall mean an oral or a written communication (including messages transmitted by telephone, telex, facsimile transmission or any other such system whereby the receiver of such communication is able to verify by codes or otherwise with a reasonable degree of certainty the authenticity of the sender of such communication) given by an Authorized Person of the FUND, unless otherwise specifically provided.

3. The term “Securities” shall mean securities as defined in the 1940 Act whether or not held by the CUSTODIAN.

4. The term “Assets” shall mean all assets of the FUND entrusted to the safekeeping of the Custodian for the benefit of the FUND including, without limitation, cash, bank deposits, stocks, debentures, bonds (including bank indemnity bonds¹ and Tesobonos), Federal Treasury Certificates,² promissory notes, bills of exchange, and generally, any other type of credit instrument or document that represents some right or interest in Securities, money, bank deposits or other property.

5. The terms “Transfer Agent” and “Dividend Paying Agent” refer to American Stock Transfer & Trust Company and any successor.

6. The term “Investment Adviser” refers to Impulsora del Fondo México, S.A. de C.V. and any successor.

^1. Bonos de indemnización bancaria.

^2. Certificados de la Tesorería de la Federación, or CETES.

II.

REPRESENTATIONS

1. The FUND represents:

A. That it is a corporation legally organized and existing under the laws of the State of Maryland, United States of America, with its principal address in the State of Maryland at The Corporation Trust, Incorporated, 300 East Lombard Street, 14^th Floor, Baltimore, Maryland, 21202, U.S.A.; and

B. That it operates as a management investment company under the provisions of the Investment Company Act of 1940, as amended (the “1940 Act”).

2. The CUSTODIAN represents:

A. That the CUSTODIAN is a national credit institution, organized and existing under the laws of the United Mexican States, with its principal address at Av. Universidad 1200, 03339, Mexico, D.F., Mexico; and

B. That the CUSTODIAN is a banking institution or trust company, incorporated or organized under the laws of Mexico, that is regulated as such by the Mexican government or an agency thereof.

III.

RECITALS

1. The FUND desires to have the CUSTODIAN provide to the FUND various services relating to the safekeeping and custody of the assets of the FUND and the maintenance of records relating to such assets; and

2. With the termination of the Trust known as Fondo México and the elimination of services of the CUSTODIAN as trustee to Fondo México, and legal ownership of FUND assets reverting to the FUND, modifications are required to be made to this Agreement.

- 2 -

In consideration of the mutual agreements herein contained, the FUND and the CUSTODIAN, intending to be legally bound hereby, agree as follows:

IV.

COVENANT

The CUSTODIAN shall hold in its physical custody, securities or evidence of such securities and monies of the Fund as are entrusted to it by the Fund, in accordance with the provisions of Section 17 of the 1940 Act, the rules and regulations thereunder of the 1940 Act, and as herein provided.

V.

APPOINTMENT OF CUSTODIAN

1. The FUND hereby appoints the CUSTODIAN to act as custodian of the Assets during the term of this Agreement and the CUSTODIAN shall be provided with a copy of the resolution of the FUND’s Board of Directors authorizing such custody.

2. The CUSTODIAN hereby accepts appointment as such custodian and agrees to perform the duties thereof as hereinafter set forth.

3. The FUND and the CUSTODIAN hereby agree that this Agreement is non-exclusive, and that the FUND, in its sole discretion, may appoint a custodian or custodians other than the CUSTODIAN.

VI.

AUTHORIZATION OF SUBCUSTODIANS

The CUSTODIAN shall, upon receipt of Instructions, from time to time, enter into agreements with one or more subcustodians provided that any such subcustodian shall be an eligible foreign custodian as such term is defined in the 1940 Act (“Eligible Foreign Custodian”) and that any such agreement shall be approved by the Board of Directors of the FUND pursuant to Rule 17f-5 under the 1940 Act. In any event, the CUSTODIAN shall authorize the holding of Assets by such Eligible Foreign Custodian only:

1. To the extent that the Securities and Cash are not subject to any right, charge, security interest, lien or claim of any kind in favor of any such Eligible Foreign Custodian or its creditors except for their safe custody or administration; and

2. To the extent that the legal and beneficial ownership of Securities is freely transferable without the payment of money or value other than for safe custody or administration.

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Any such subcustodian shall provide the custody services otherwise required of the CUSTODIAN and as set forth hereunder.

VII.

CUSTODY OF ASSETS

1. The CUSTODIAN shall hold all of the Assets, and title to such Assets shall be held in the name of the FUND. The holding of Assets by the CUSTODIAN are authorized only:

(a) To the extent that the Assets are not subject to any right, charge, security interest, lien or claim of any kind in favor of the CUSTODIAN or its creditors except for their safe custody or administration; and

(b) To the extent that the beneficial ownership of Assets is freely transferable without the payment of money or value other than for safe custody or administration.

2. The CUSTODIAN shall hold all Assets during the period of this Agreement in accordance with the requirements of the 1940 Act and the rules and regulations thereunder. The CUSTODIAN will not be responsible for such Assets until they are actually received by it or title thereto transferred into the name of the FUND.

3. The CUSTODIAN shall credit to a separate account in the name of the FUND or shall deposit in such account with a subcustodian as provided for in this Article VII all monies received by it for the account of the FUND, and shall disburse or authorize disbursement of the same only:

(a) In payment for Assets purchased, as provided in Article VIII hereof;

(b) In payment of dividends, distributions and taxes as provided in Article IX hereof; or

(c) Pursuant to Instructions setting forth the name and address of the person to whom payment is to be made, the amount to be paid, the manner and currency of payment, the corporate purpose, including payment of expenses, for which payment is to be made, and declaring such purpose to be a proper corporate purpose.

4. All Assets which are issued or issuable in bearer form shall be held by the CUSTODIAN in bearer form. The CUSTODIAN shall have no power to release or deliver any securities held by it except as specifically provided in this Agreement. The CUSTODIAN agrees to transfer, exchange, or deliver Assets held by it only:

(a) In connection with sales of Securities as provided in Article VIII hereof;

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(b) In connection with exchanges, transfers or deliveries as provided in paragraph 9 of this Article VII;

(c) For the purpose of presenting Securities for payment or exchanging temporary Securities for definitive Securities as provided in subparagraphs 7(b) and 7(c) of this Article VII; or

(d) Pursuant to Instructions specifying the Assets to be delivered, setting forth the purpose for which such delivery is to be made, declaring such purposes to be proper corporate purposes, and naming the person or persons to whom delivery of such Assets shall be made.

5. The CUSTODIAN shall, on each day on which the Mexican Stock Exchange is open for business, advise the Investment Adviser of the transactions processed by the CUSTODIAN for the previous day including the beginning and ending cash balances. The CUSTODIAN shall furnish the FUND each month with a cash statement summarizing all transactions during such month and a listing of the names, amounts, coupons and nominal values of the Assets. The CUSTODIAN also shall furnish the FUND, upon request, such information, books and records as may be required by the FUND to comply with the 1940 Act, particularly Section 31 thereof and Rules 31a-1 and 3la-2 thereunder, and Federal, state and foreign tax laws and other legal or administrative rules or procedures, in each case as currently in effect and applicable to the FUND. All records so maintained in connection with the performance of its duties under this Agreement shall, in the event of termination of this Agreement, be preserved and maintained by the CUSTODIAN as required by regulation, and shall be made available to the FUND or its agent upon request.

The CUSTODIAN hereby agrees, subject to restrictions under applicable laws, that the books and records of the CUSTODIAN pertaining to its actions under this Agreement shall be open to the physical, on-premises inspection and audit at reasonable times by the independent accountants (“Accountants”) employed by, or other representatives of, the FUND. The CUSTODIAN hereby agrees that, subject to restrictions under applicable laws, access shall be afforded to the Accountants to such of the books and records of any subcustodian with respect to the Assets as shall be required by the Accountants in connection with their examination of the books and records pertaining to the affairs of the FUND. The CUSTODIAN also agrees that as the FUND may reasonably request from time to time, the CUSTODIAN shall provide the Accountants with information with respect to the CUSTODIAN’S system of internal accounting controls as they relate to the services provided under this Agreement, and the CUSTODIAN shall use its best efforts to obtain and furnish similar information with respect to each subcustodian.

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6. The CUSTODIAN shall hold all of the Assets hereunder in a separate account physically segregated at all times from those of any other person or persons. All Assets are to be held or disposed of by the CUSTODIAN subject at all times to Instructions given in accordance with the terms of this Agreement. The FUND will furnish to the CUSTODIAN any necessary instruments to enable the CUSTODIAN to hold or deliver in proper form for transfer any Assets.

7. Unless the CUSTODIAN receives Instructions to the contrary, the CUSTODIAN shall:

(a) Collect all income due or payable on Assets held hereunder;

(b) Present for payment and collect the amount payable upon all Assets which may mature or be called, redeemed, or retired, or otherwise become payable;

(c) Surrender Securities in temporary form for definitive Securities;

(d) Execute as custodian with respect to Assets held hereunder any necessary declarations or certificates of ownership under the income tax laws or regulations of Mexico, the United States of America, or any other taxing authority now or hereafter in effect and applicable to the FUND; and

(e) Hold all stock dividends, rights and similar Securities issued with respect to any Assets held by it hereunder.

8. The CUSTODIAN is hereby authorized to endorse and collect all checks, drafts or other orders for the payment of monies received by it hereunder.

9. Upon receipt of Instructions, the CUSTODIAN shall:

(a) Deliver any Assets held hereunder in exchange for other Assets in connection with the liquidation, reorganization, refinancing, merger, consolidation or recapitalization of any corporation, or upon the exercise of any rights or conversion privileges;

(b) Deliver any Assets held hereunder to any protective committee, reorganization committee or other person in connection with the reorganization, refinancing, merger, consolidation, recapitalization or sale of assets of any corporation, and receive and hold under the terms of this Agreement such receipts or other instruments or documents as may be issued to it to evidence such delivery; and

(c) Make such transfers or exchanges of the Assets held hereunder, and take such other steps, as shall be stated in said Instructions to be for the purpose of effectuating any duly authorized plan of liquidation, reorganization, merger, consolidation or recapitalization.

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VIII.

PURCHASE AND SALE OF PORTFOLIO SECURITIES

1. Within 24 hours after each purchase of Securities, the Investment Adviser, on behalf of the FUND, shall deliver to the CUSTODIAN Instructions specifying with respect to each such purchase: (a) the name of the issuer and the title of the Securities, (b) the number of shares and coupons or the principal amount purchased, and accrued interest, if any (c) the date of purchase and settlement, (d) the purchase price per share or unit, (e) the brokerage commissions or other charges payable in connection with such purchase, (f) the total amount payable upon such purchase, and (g) the name of the person from whom or broker through whom the purchase was made. The CUSTODIAN, another Eligible Foreign Custodian designated in accordance with Rule 17f-5 under the 1940 Act, or another custodian employed by the FUND shall receive and hold all Securities purchased from the person through or from whom the same were purchased. Upon receipt from such person of such Securities, the CUSTODIAN shall pay, or authorize such other Eligible Foreign Custodian to pay, out of the Assets held hereunder, the total amount payable upon such purchase, provided that the same conforms to the total amount payable shown on such Instructions.

2. Within 24 hours after each sale of Securities in the custody of the CUSTODIAN or an Eligible Foreign Custodian, the Investment Adviser, on behalf of the FUND, shall deliver to the CUSTODIAN Instructions specifying with respect to each such sale (a) the name of the issuer and the title of the Security, (b) the number of shares and coupons or principal amount sold, and accrued interest, if any, (c) the date of sale, (d) the sale price per unit, (e) the brokerage commissions or other charges payable in connection with such sale, (f) the total amount payable upon such sale, (g) the name of the broker through whom or the person to whom the sale was made, and (h) the date delivery is due. The CUSTODIAN or another Eligible Foreign Custodian holding Securities constituting part of the Assets shall deliver such Securities to the broker or other person named in such Instructions upon receipt of the total amount payable upon such sale provided that the same conforms to the total amount payable as set forth in such Instructions. The CUSTODIAN may accept payment in such form as shall be satisfactory to it, and may deliver Securities and arrange for payment in accordance with the customs prevailing among dealers in Securities in Mexico.

IX.

PAYMENT OF DIVIDENDS OR DISTRIBUTIONS

1. Upon the declaration of any dividend or distribution by the Board of Directors of the FUND, the FUND shall furnish written notice to the CUSTODIAN of a resolution of the Board of Directors of the FUND, setting forth the date of the declaration of such dividend or distribution, the date of payment thereof, the record date as of which stockholders entitled to

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payment shall be determined, and the amount payable per share to the stockholders of record as of that date and the total amount payable to the FUND’s Dividend Paying Agent on the payment date (or such earlier date as necessary to ensure the timely receipt of such amount by the FUND’s Dividend Paying Agent by such payment date), less any applicable Mexican taxes or other governmental charges.

2. Upon the payment date specified in such resolution (or such earlier date as necessary to ensure the timely receipt of the total amount payable to the FUND’s Dividend Paying Agent by the specified payment date), the CUSTODIAN shall pay out of the monies held for the FUND the total amount payable to the Dividend Paying Agent and advise the FUND of such payment.

X.

VOTING

All voting rights with respect to the Assets shall be exercised in the manner as directed by the Investment Adviser.

XI.

CONCERNING THE CUSTODIAN

1. Notwithstanding any other provision of this Agreement, the CUSTODIAN shall not be liable for any loss or damage, including reasonable counsel fees, resulting from its action or omission to act or otherwise, except for any such loss or damage arising out of its own negligence, negligent failure to act, or willful misconduct.

2. Without limiting the generality of the foregoing, the CUSTODIAN shall be under no duty or obligation to inquire into, and shall not be liable for:

(a) The validity of the issue of any Securities purchased hereunder, the legality of any such purchase, or the propriety of the amount paid for any such purchase;

(b) The legality of the sale of any Securities hereunder, or the propriety of the amount for which the same are sold; or

(c) The legality of the declaration of any dividend by the FUND, or the legality of the issue of any shares of the FUND’s capital stock in payment of any stock dividend.

3. The CUSTODIAN shall not be liable for, or considered to be the custodian of any money represented by any check, draft, or other instrument for the payment of money received by

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it until the CUSTODIAN or Eligible Foreign Custodian actually receives such money, or any contracts or Securities deposited with any third party or, except in connection with a purchase of Securities pursuant to Article VIII, any cash deposited by the CUSTODIAN with any third party pursuant to Instructions.

4. The CUSTODIAN shall not be under any duty or obligation to take action to effect collection of any amount due from the Transfer Agent of the FUND nor to take any action to effect payment or distribution by the Transfer Agent of the FUND of any amount paid by the CUSTODIAN to the Transfer Agent of the FUND in accordance with this Agreement.

5. The CUSTODIAN shall not be under any duty or obligation to take action either to effect collection of any amount, if the Securities upon which such amount is payable are in default or if payment is refused after due demand or presentation unless and until (i) it shall be directed to take such action by Instructions, and (ii) it shall be assured to its satisfaction of reimbursement of its costs and expenses in connection with any such action.

6. The CUSTODIAN shall not be under any duty or obligation to ascertain whether any Security at any time delivered to or held by it hereunder is such as may be properly held under the provisions of the FUND’s Articles of Incorporation, the FUND’S By-laws, any representations set forth in a current FUND prospectus, or any laws or regulations applicable to the FUND.

7. The CUSTODIAN shall be entitled to rely upon any Instructions received by the CUSTODIAN and reasonably believed by the CUSTODIAN to be genuine.

8. The CUSTODIAN represents that it does not intend to obtain any insurance for the benefit of the FUND which protects against the imposition of exchange control restrictions on the transfer from Mexico of the proceeds of sale of any Securities or against confiscation, expropriation or nationalization of any securities or the assets of the issuer of such securities by Mexico. The CUSTODIAN has discussed the availability of expropriation insurance with the FUND, and has advised the FUND as to its understanding of the position of the staff of the Securities and Exchange Commission that any investment company investing in securities of foreign issuers has the responsibility for reviewing the possibility of the imposition of exchange control restrictions which would affect the liquidity of such investment company’s assets and the possibility of exposure to political risk, including the appropriateness of insuring against such risk. The FUND has acknowledged that it has the responsibility to review the possibility of such risks and what, if any, action should be taken.

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XII.

COMPENSATION

The FUND agrees to pay to the CUSTODIAN from time to time such compensation for its services pursuant to this Agreement as may be mutually agreed upon in writing from time to time. In the event of any advance of cash for any purpose made by the CUSTODIAN pursuant to any Written Instruction, or in the event that the CUSTODIAN shall incur or be assessed any taxes in connection with the performance of this Agreement, the FUND shall indemnify and reimburse the CUSTODIAN therefor, except such assessment of taxes as results from the negligence, fraud, or willful misconduct of the CUSTODIAN or as constitutes a tax on income, gross receipts or the like of any one or more of them.

XIII.

INDEMNIFICATION

1. The CUSTODIAN shall indemnify and hold harmless the FUND from and against any loss, damage, costs, expense, liability or claim (including reasonable attorney’s fees) arising out of or in connection with the improper or negligent performance or nonperformance of the CUSTODIAN’S duties under this Agreement.

2. The FUND shall indemnify and hold harmless the CUSTODIAN from and against any cost, expense, liability or claim (including reasonable attorney’s fees) arising out of or in connection with the improper or negligent performance or nonperformance of the FUND’S duties under this Agreement.

XIV.

TERMINATION

1. The FUND or the CUSTODIAN may terminate this Agreement by giving to the other party a notice in writing, delivered by hand, sent by registered mail, overnight courier, via telex or facsimile transmission, specifying the date of such termination, which shall not be fewer than 60 days after the date of giving of such notice, unless shorter notice is agreed upon by the parties. In the event such notice is given, the FUND shall, on or before the termination date, deliver to the CUSTODIAN Instructions designating a successor custodian.

2. Upon termination of this Agreement, the CUSTODIAN shall, upon Instructions, deliver directly to the successor custodian or such other person as may be designated therein all Securities and monies then held by it hereunder, after deducting all expenses and other amounts for the payment or reimbursement of which it shall then be entitled hereunder.

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XV.

GOVERNING LAW

This Agreement shall be governed by the laws of the State of Maryland and the United States of America.

XVI.

MISCELLANEOUS

1. The FUND will furnish to the CUSTODIAN certificates setting forth the names and the signatures of Authorized Persons. The FUND agrees to furnish to the CUSTODIAN new certificates in similar form in the event any such person ceases to be an Authorized Person, or in the event that other or additional Authorized Persons are elected or appointed. Until such new certificates shall be received, the CUSTODIAN shall be fully protected in acting under the provisions of this Agreement upon the signatures of the persons as set forth in the last delivered certificates.

2. Any notice or other instrument in writing, authorized or required by this Agreement to be given to the CUSTODIAN shall be sufficiently given if addressed to the CUSTODIAN and transmitted by facsimile or physically delivered, in either case with written confirmation of receipt, to it at its offices at Av. Universidad 1200, 03339, Mexico, D.F., Mexico or at such other place as the CUSTODIAN may from time to time designate in writing.

3. Any notice or other instrument in writing, authorized or required by this Agreement to be given to the FUND shall be sufficiently given if addressed to the FUND and transmitted by facsimile or physically delivered, in either case with written confirmation of receipt, to it at its offices at 77 Aristóteles Street, 3rd Floor, Polanco, 11560 Mexico, D.F., Mexico, or at such place as the FUND may from time to time designate in writing, attn: José Luis Gómez Pimienta, with a copy to the Investment Adviser at its offices at 77 Aristóteles Street, 3rd Floor, Polanco, 11560 Mexico, D.F., Mexico or such other place as the Investment Adviser may from time to time designate in writing.

4. This Agreement may not be further amended or modified in any manner except by a written agreement executed by all parties with the same formality as herein and authorized and approved by the resolution of the Board of Directors of the FUND.

5. This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns, provided, however, that this Agreement shall not be assignable by the FUND without the written consent of the CUSTODIAN, or by the

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CUSTODIAN without the written consent of the FUND, authorized or approved by a resolution of its Board of Directors.

6. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.

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IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Custody Agreement to be executed by their respective corporate officers, thereunder duly authorized and their respective corporate seals to be hereunto affixed, as of the day and year first above written.

	THE MEXICO FUND, INC.
Attest:	By:
		JOSE LUIS GOMEZ PIMIENTA PRESIDENT
	BANCOMER, S.A.
	(AS CUSTODIAN)
Attest:	By:

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EX-2.J.2

EXHIBIT 2(j)(2)

CUSTODIAL ACCOUNT AGREEMENT

Institutional Trust Department

Agreement is made this 5 day of April, 2000, between The Mexico Fund, whose address is 1775 I Street N.W., Washington, DC 20006 (the “Depositor”) and Comerica Bank, a Michigan banking corporation (the “Bank”).

Witnesseth:

1. The Depositor will deposit cash, securities or documents with the Bank from time to time, and the Bank agrees to hold the same and any additions thereto in a custodial account (the “Account”) in accordance with the terms and conditions of this Agreement.

2. The Bank will administer the property deposited to this Account in accordance with written instructions of the Depositor. The investment of such property will be the sole responsibility of the Depositor, or its agent duly designated in writing (the “Agent”), and the Bank shall have no liability for events occurring as a result of such investments.

3. The Depositor hereby instructs the Bank to invest accumulated cash in the variety of short-term funds, including but not limited to savings deposits with the Bank, which it customarily uses in custodial accounts, except as hereafter specifically revoked in writing by the Depositor. Investments in savings deposits will be subject to such banking regulations as may be in effect from time to time. The Bank shall not be liable for interest on any cash not so invested or held by it awaiting investment or distribution instructions from the Depositor. The Bank is authorized to employ its automatic cash management procedures for custodial accounts. Investments may be made in short-term mutual funds for which the Bank or its Subsidiary or Affiliate acts as investment manager. Depositor is hereby notified that, with respect to these funds, (a) Bank or its Subsidiary or Affiliate receives a management fee for advising the funds as outlined in the current prospectus; (b) the funds are sponsored by third parties independent of the Bank, its subsidiaries, and affiliates; (c) the funds are not endorsed or guaranteed by, and do not constitute an obligation of, the Bank, its subsidiaries, or affiliates; and (d) the funds are not insured by the Federal Deposit Insurance Corporation. The Depositor acknowledges that no person is authorized to make any representations concerning such mutual funds other than those contained in the current prospectus for such mutual funds or in such printed information as is issued by the Bank or its Subsidiary or Affiliate for use as information supplemental to the prospectus. In investing in such mutual funds, the Depositor shall rely solely on the representations contained in the prospectus and in the above-mentioned supplemental information.

4. The Bank will collect all income received from Account assets and distribute or dispose of same in accordance with the Depositor’s instructions. In the absence of instructions, the income shall be added to principal and reinvested in accordance with the provisions of this Agreement.

5. Purchase and sale of Account assets shall be made in accordance with established procedures of the Bank.

6. Withdrawal of payment of assets or cash held by the Bank hereunder shall be made only upon the written instructions of Depositor, provided, however, that cash may be transferred between the Account and any deposit account maintained by Depositor at the Bank or remitted by check to the order of the Depositor upon the telephonic instructions of the Depositor. The Depositor agrees to indemnify the Bank and hold it harmless as to any actions reasonably taken to comply with or to implement any such instructions.

7. As to any property or securities held pursuant to this Agreement, the Bank may hold and register the same in its own name, or in the name of a nominee, or by electronic book entry, provided that the records of the Bank shall at all times account for the property belonging to the Account of the Depositor. All proxies will be forwarded to the Depositor or the Agent for voting. The Account shall also comply with the procedures required by Release No. 10666 under the Investment Company Act of 1940, as amended, or any subsequent release, rule or policy of the Securities and Exchange Commission relating to the maintenance of segregated accounts by registered investment companies.

8. The Bank utilizes various standard industry pricing services and brokerage contacts to provide current pricing information for active publicly traded securities. Assets not publicly traded may reflect the initial acquisition value or cost and not a current market value. Many fixed income securities are priced on a matrix system, resulting in a mathematical approximation of price derived by computer. Although the Bank attempts to provide accurate pricing, in some instances prices may not reflect the most accurate pricing readily available or the true value of the asset. The Bank shall have no liability for such an occurrence.

9. The Bank subscribes to various standard industry notification services pertaining to capital actions including puts, calls, tenders, mergers, conversions, stock distributions and other activities. The Bank agrees to process assets in accordance with Depositor’s instructions, provided the Bank receives the Depositor’s timely written authorization. In no event shall the Bank be liable for failure to respond to a capital action if proper notification and authorization has not been provided to the Bank by the Depositor within the required time frames as specified in the capital action notice. The Bank shall attempt to notify the Depositor if it becomes aware of a voluntary action or provision which may affect an asset, but shall not be obligated to do so, and under no circumstances shall the Bank be liable for failure to provide such notice. Further, the Bank shall have no responsibility and no obligation with respect to any asset to take any action which shall pertain to stock dividends, warrants, rights to subscribe, offers to purchase, exercising of options, plans of reorganization, plans of exchange of securities, claims or settlements pertaining thereto, other than that which is directly authorized by the Depositor by written instruction received by the Bank within required time frames.

10. The Bank shall have no obligation or liability with respect to the receipt, distribution, or reporting of an event of bond default or a filing of a bankruptcy, and shall have no obligation or liability for the filing of any related report or claim other than that which is directly authorized by the Depositor by written instruction received by the Bank within required time frames.

11. The Bank shall not be liable for any loss resulting from the physical presence of any property in a foreign country including, but not limited to, losses resulting from nationalization, expropriation, exchange controls or acts of war or terrorism.

12. The Bank will furnish the Depositor, not less frequently than once every three months, a statement which shall specify the funds and securities in the custody of the Bank at the end of such period and receipts and disbursements relating to security transactions in the Depositor’s Account during such period. The Bank agrees to keep accurate books and records. Unless written objection is made to each statement within sixty (60) days from the receipt thereof, it shall be considered approved as an account stated with reference to the actions shown therein.

13. Rule 14b-1(c) of the Securities and Exchange Commission enables corporations to learn the identity of their security holders whose securities are held by the Bank and registered in “nominee” or “street” name unless the beneficial owner specifically indicates its objection to such disclosure. The Depositor hereby indicates its objection to disclosure by the Bank of Depositor’s name, address and security position to all companies whose securities are held in this Account and are registered in “nominee” or “street” name.

14. The Bank is a party to this Agreement solely for the purposes set forth herein, and no obligation or duty shall be expected or required of it except as expressly stated. Neither the Bank nor any of its directors, officers, employees or authorized representatives shall be liable for any action or omission in connection with the performance of its duties under this Agreement except for gross negligence or willful misconduct.

15. The Bank shall be entitled to reasonable compensation for its services pursuant to its schedule of fees, as it now exists or as it may be revised from time to time, and to reimbursement for any expenses reasonably incurred in the administration of this Agreement. Such fees and charges shall constitute a lien on the Account property. The Depositor shall be entitled to notice of any change in the Bank’s fee schedule.

16. The Bank shall not be required to prosecute or defend any legal proceedings involving the assets of the Depositor or any property or interest in property held hereunder, or to take any other action unless it shall be first indemnified to its satisfaction in respect to such proposed action. The Bank shall notify the Depositor of any class action involving a security held in the Account of which the Bank receives notice. If the Bank, nonetheless, determines that it should take any action in connection with any legal proceeding including, without limitation, engaging legal counsel, the Depositor agrees to indemnify and hold the Bank harmless for all costs and expenses, including, without limitation, reasonable attorney’s fees, incurred by the Bank in connection with any legal proceeding involving the assets of the Depositor or any property or interest in property held under this Agreement.

17. The Depositor may revoke this Agreement or withdraw all or any part of the property deposited with the Bank by written direction delivered to the Bank. Revocation or withdrawal of property will be subject to payment of all fees and charges. The Bank shall have a reasonable time within which to complete its duties and responsibilities hereunder and deliver the Account property to the Depositor and shall be entitled to compensation pursuant to its account closing procedures. The Bank may revoke this Agreement upon giving like notice.

The Depositor, if a corporation, shall furnish to the Bank a certified copy of its resolution designating or authorizing one or more of its officers or employees to give instructions to the Bank and/or to otherwise act on its behalf, or to designate any other party to give instructions to the Bank and/or to otherwise act on its behalf.

19. The Depositor, if a corporation, represents and warrants that it is a duly organized and validly existing corporation in good standing under the laws of the jurisdiction in which it is organized, and that the execution, delivery, and performance of this Agreement are within the Depositor’s corporate powers and do not require the consent or approval of any governmental body, agency, or authority.

20. The property deposited in this Custodial Account will be assumed to be in the ownership of the Depositor as indicated by the signatory below (individual, joint, trustee, custodian, corporation, etc.), unless otherwise specified in writing.

21. This Agreement may be amended with the written consent of the parties, which consent shall not be unreasonably withheld.

22. This Agreement embodies the entire agreement of the parties, superseding any and all prior agreements, proposals, and understandings, whether written or oral. This Agreement shall be construed, regulated and administered under the laws of Michigan.

23. The Bank’s books and records relating to the Account shall be available for inspection upon reasonable notice to the Bank during its regular business hours at its principal place of business by duly authorized officers, employees, or agents of the Depositor, or by legally authorized regulatory officials who are then in the process of reviewing the Depositor’s financial affairs upon proof to the Bank of such official status. The Bank agrees to furnish, upon the Depositor’s request or the request of any regulatory authority of any jurisdiction in which the Depositor is authorized to do business, a verification certificate in sufficient detail to permit adequate identification of the securities belonging to the Depositor and held by the Bank under the terms of this Agreement. Such certificate shall be signed by a responsible official of the Bank and furnished to the requestor, with a copy to the Depositor if the requestor is a regulatory authority.

24. SPECIAL INSTRUCTIONS: ______________________________________________________________________________

______________________________________________________________________________________________________

______________________________________________________________________________________________________

In consideration thereof, the parties affix their signatures hereto.

COMERICA BANK		DEPOSITOR:	The Mexico Fund
BY:	/s/ Illegible	BY:	/s/ J. L. GOMEZ PIMIENTA
	Vice President	ITS:	PRESIDENT
		ADDRESS:	1775 I Street N.W.
			Washington, D.C. 20006

Certificate of Authority

I HEREBY CERTIFY that I am the duly elected, qualified and acting Secretary of The Mexico Fund, Inc., a corporation organized and existing under the laws of the State of Maryland (the “Fund”), and the keeper of its records and corporate seal, and in my capacity as such Secretary, I hereby further certify that:

The persons whose names appear below are duly elected, qualified and acting officers of the Fund occupying the offices set forth opposite their respective names and the signatures set forth opposite their respective names are the true signatures of such persons. Instructions of the Fund pertaining to the account established pursuant to the Custodian Agreement between the Fund and Comerica Bank dated April 5, 2000 shall be signed by the persons holding the offices or positions indicated below, or their successors from time to time as follows:

/s/ Lic. José Luis Gómez Pimienta	Lic. José Luis Gómez Pimienta, President
Signature	(Name and Office or Position)
/s/ Lic. Carlos H. Woodworth	Lic. Carlos H. Woodworth, Treasurer
Signature	(Name and Office or Position)
/s/ Lic. Héctor Trigos	Lic. Héctor Trigos, Research Vice President
Signature	(Name and Office or Position)

Whenever Comerica Bank shall be provided with a certificate signed by the Secretary of the Fund to the effect that a person above named, or his successor, no longer holds the office or position named, that another person has been duly elected or appointed to such office or position, and that by virtue thereof such other persons has authority to issue instructions in accordance with this certificate, then said certificate shall, as against the Fund, be conclusive evidence of the facts therein stated and thereafter Comerica Bank may comply with all instructions signed by such other person in the same manner as though such other person had been expressly named herein.

IN WITNESS WHEREOF, I have hereunto affixed my name as Secretary and have caused the corporate seal of said corporation to be hereto affixed on 2^nd May, 2000.

/s/ Samuel Garcia-Cuéllar

Samuel Garcia-Cuéllar

By the authority of the President of the Fund.

/s/ José Luis Gómez Pimienta

José Luis Gómez Pimienta

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EX-2.K.2

EXHIBIT 2(k)(2)

DIVIDEND REINVESTMENT PLAN TRANSFER

AGENCY AND REGISTRAR AGREEMENT

AGREEMENT, dated as of June 23, 1993 between The Mexico Fund, Inc. (the “Fund”), a Maryland corporation, and American Stock Transfer & Trust Company (the “Plan Agent”), a New York Corporation.

W I T N E S S E T H:

That for and in consideration of the mutual promises set forth below, the Fund and the Plan Agent agree as follows:

1. The Plan Agent shall act as transfer agent and registrant and shall open an account for each participating shareholder (“participant”) under the Dividend Reinvestment Plan (the “Plan”) in the same name in which a participant’s shares are registered. The Plan Agent shall put the Plan into effect as of the first record date for an income dividend or capital gains distribution after the Plan Agent receives the authorization duly executed by such participant.

2. Whenever the Fund declares a capital gain distribution or an income dividend payable in cash, plan participants shall receive the capital gain distribution or

dividend in the manner described in Sections 3 and 4 of this Agreement as determined on the date the capital gain distribution or dividend becomes payable or such other date as may be specified by the Board of Directors (the “valuation date”). The Plan Agent shall apply all cash received as a dividend or capital gain distribution to purchase shares of common stock in the open-market or from the Fund as soon as practicable after the payment date of the dividend or capital gain distribution, but in no event later than 30 days after such date, except where necessary to comply with applicable provisions of the federal securities law (the “purchase period”).

3. If the market price of the Fund’s common stock is equal to or exceeds the net asset value per share on the valuation date for the purpose of determining the number of shares equivalent to the cash dividend or capital gain distribution, participants shall be issued by the Fund shares of common stock valued at the then current market price. Participants shall receive their capital gain distribution or dividend entirely in shares of common stock, and the Plan Agent shall automatically receive the shares of common stock, including fractions, for all participants’ accounts.

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4. If the net asset value-per share of the Fund’s common stock on the valuation date exceeds the market price of the common stock at such time, the Plan Agent shall, as purchasing agent for the participants, buy shares of common stock in the open market, on the New York Stock Exchange (the “NYSE”) or elsewhere, for each participant’s account during the purchase period described below. If, before the Plan Agent has completed its purchases, the market price is equal to or exceeds the net asset value per share as last determined, the Plan Agent shall suspend making open-market purchases and shall invest the balance available in newly issued shares valued at the then current market value. In any case in which the Plan Agent is unable to invest the full dividend amount in open-market purchases during the purchase period, the Plan Agent shall invest the balance available in newly issued shares of common stock valued at the greater of the net asset value per share or of the current market value as determined on the last business day during the purchase period.

5. Whenever the Fund declares a capital gain distribution or an income dividend payable in cash or stock, at the election of the shareholder, or in stock only, all shareholders not electing for cash shall receive the capital gain distribution or dividend in newly issued shares of common stock on identical terms and conditions as established by the Fund’s Board

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of Directors, and the terms of this Plan shall not apply to such a distribution.

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

7. Open-market purchases provided for above may be made on any securities exchange where the Fund’s common stock 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. A participant’s funds held by the Plan Agent uninvested will not bear interest, and it is understood that, in any event, the Plan Agent shall have no liability in connection with any inability to purchase shares within 30 days after the initial date of such purchase as herein provided, or with the timing of any purchases effected. The Plan Agent shall have no responsibility as to the value of the common stock of the Fund acquired for a participant’s account. For the

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purposes of purchases in the open market, the Plan Agent may aggregate a participant’s purchase with the purchases of other participants of the Fund, and the average price (including brokerage commissions) of all shares purchased by the Plan Agent shall be the price per share allocable to each participant.

8. The Fund shall compensate or cause the Plan Agent to be compensated for the performance of its obligations hereunder in accordance with the fees set forth in the Fee Agreement dated June 23, 1993. The Plan Agent shall bill the Fund on a quarterly basis in arrears, and such billings will be detailed in accordance with this Section 8 and the Fee Agreement. The Fund shall promptly pay to the Plan Agent the amount of such billing.

In addition, the Fund shall reimburse the Plan Agent quarterly in arrears for reasonable out-of-pocket expenses incurred on behalf of the Fund, including postage and mailing. The Plan Agent shall submit itemized statements to the Fund with each request for reimbursement. Reimbursement by the Fund for expenses incurred by the Plan Agent during any quarter shall be made as soon as practicable after the receipt of the itemized statement from the Plan Agent.

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9. The Plan Agent may hold a participant’s shares acquired pursuant to this Plan, together with the shares of other participants of the Fund acquired pursuant to this Plan, in noncertificated form in the name of the Plan Agent or that of a nominee. The Plan Agent shall forward to each participant any proxy solicitation material and will vote any shares so held for a participant to the Fund. Upon a participant’s written request, the Plan Agent shall deliver to a participant, without charge, a certificate or certificates for the full shares held by the Plan Agent on such participant’s behalf.

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

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11. Any stock dividends or split shares distributed by the Fund on shares held by the Plan Agent for a participant shall be credited to a participant’s account. In the event that the Fund makes available to its shareholders rights to purchase additional shares or other securities, the Plan Agent shall sell such rights and apply the proceeds of the sale to the purchase of additional shares to the account of the participants.

12. The Plan Agent’s service fee for handling capital gains distributions or income dividends shall be paid by the Fund. Each participant shall be charged a pro rata share of brokerage commissions on all open-market purchases.

13. A participant may terminate his or her account under the Plan by notifying the Plan Agent in writing. Such termination shall be effective immediately if such notice is received by the Plan Agent not less than 10 days prior to any dividend or distribution record date; otherwise such termination shall 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 each participant at least 90 days prior to any dividend or distribution record date. Upon any termination, the Plan Agent shall cause a certificate or certificates for the appropriate number of full shares held for

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each participant under the Plan and a cash adjustment for any fractional shares (valued at the market price of the shares at the time of termination) to be delivered to each participant, plus brokerage commissions. If a participant elects by notice to the Plan Agent in writing in advance of such termination to have the Plan Agent sell part or all of the participant’s shares and remit the proceeds to the participant, the Plan Agent is authorized to deduct a brokerage commission for this transaction from the proceeds.

14. 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.

15. These terms and conditions may be amended or supplemented by the Plan Agent or the Fund at any time or times but, except when necessary or appropriate to comply with applicable law or the rules or policies of the Securities and

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Exchange Commission or any other regulatory authority, only by mailing to each participant participating in the Plan appropriate written notice at least 90 days prior to the effective date thereof. The amendment or supplement shall be deemed to be accepted by a participant unless, prior to the effective date thereof, the Plan Agent receives written notice of the termination of the participant’s account under the Plan. Any such amendment may include an appointment by the Plan Agent of a successor Agent in the Plan Agent’s place and stead under these terms and conditions, with full power and authority to perform all or any of the acts to be performed by the Agent under these terms and conditions. Upon any such appointment of an Agent for the purpose of receiving dividends and distributions, the Fund shall be authorized to pay to such successor Agent, for a participant’s account all dividends and distributions payable on common stock of the Fund held in the participant’s name or under the Plan for retention or application by such successor Agent as provided in these terms and conditions.

16. The Plan Agent shall at all times act in good faith and agree to use its best efforts within reasonable limits to insure the accuracy of all services performed under this Agreement and to comply with applicable law. The Plan Agent shall indemnify the Fund against and hold it harmless from any and all losses,

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claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising out of or attributable to any action or failure or omission to act by the Plan Agent as a result of the Plan Agent’s bad faith, negligence or willful misconduct. The obligations of the Plan Agent under this Section shall survive the termination of this Agreement.

17. The Plan Agent shall not be responsible for, and the Fund shall indemnify and hold the Plan Agent harmless from and against, any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising out of or attributable to any action or failure or omission to act by the Fund pursuant to the terms of this Agreement as a result of the Fund’s bad faith, negligence or willful misconduct. The obligations of the Fund under this Section shall survive the termination of this Agreement.

18. This Agreement shall be effective as of the date first written above. This Agreement may be terminated at any time without payment of any fee or penalty by vote of the holders of a majority of the outstanding voting securities of the Fund or by a vote of a majority of the Board of Directors of the Fund on written notice to the Plan Agent, or by the Plan Agent on 60 days’ written notice to the Fund. In the event such notice is given by

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the Fund, it shall be accompanied by a resolution of the Board of Directors of the Fund, certified by the Secretary of the Fund, designating a successor Agent or Agents. Upon such termination, the Plan Agent shall deliver to such successor a certified list of participants of the Fund (with names and addresses), a historical record of the account of each participant and the status thereof, and all other relevant books, records (including magnetic tapes), correspondence, and other data established or maintained by the Plan Agent under this Agreement in the form reasonably acceptable to the successor plan transfer Agent or Agents, and shall cooperate in the transfer of such duties and responsibilities, including provisions for assistance from the Plan Agent’s personnel in the establishment of books, records and other data by such successor or successors.

Notwithstanding any other provision of this Agreement, in the event that the Fund is not satisfied with the services of the Plan Agent and determines to retain the services of another Agent, the Plan Agent shall pay all expenses incurred by the Fund in transferring its account and records to another transfer agent designated by the Fund.

19. This Agreement may not be amended or modified in any manner except by a written agreement executed by both parties.

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20. Any notice or other instrument authorized or required by this Agreement to be given in writing to the Fund or the Plan Agent, shall be sufficiently given if addressed to that party and received by it at its office set forth below or at such other place as it may from time to time designate in writing.

To the Fund:

The Mexico Fund, Inc.

77 Aristóteles St., 3rd Floor

Polanco

11560 Mexico D.F.

Mexico

Attention: José Luis Gómez Pimienta with copy to:

Dechert Price & Rhoads

1500 K Street, N.W., Suite 500

Washington, D.C. 20005

Attention: Sander M. Bieber, Esquire

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To the Plan Agent:

American Stock Transfer & Trust Company

40 Wall Street

New York, NY 10005

Attention: Michael Karfunkel

21. This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided, however, that this Agreement shall not be assignable without the written consent of the other party.

22. This Agreement shall be construed in accordance with the laws of the State of Maryland and the rules and regulations of the Securities and Exchange Commission as they may be changed or amended from time to time.

23. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original; but such counterparts shall, together, constitute only one instrument.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunder duly authorized as of the day and year first above written.

The Mexico Fund, Inc.
By:	/s/ José Luis Gómez Pimienta
	José Luis Gómez Pimienta
	President
American Stock Transfer & Trust Company
By:	/s/ Illegible
	Vice - President

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FEE AGREEMENT

AGREEMENT, dated as of June 23, 1993 between AMERICAN STOCK TRANSFER & TRUST COMPANY (the “Plan Agent”), a New York corporation and THE MEXICO FUND, INC. (the “Fund”), a Maryland corporation.

1. In consideration of the services which the Plan Agent shall perform for the Fund pursuant to a Dividend Reinvestment Plan Transfer Agency and Registrar Agreement (the “DRIP Transfer Agency Agreement”) dated June 23, 1993, the Fund hereby agrees to pay the Plan Agent as compensation for those services rendered to the Fund under the DRIP Transfer Agency Agreement, a monthly fee of $500.00 (Five Hundred United States Dollars) to be paid quarterly in arrears.

In addition, the Fund hereby agrees to reimburse the Plan Agent monthly for reasonable out-of-pocket expenses incurred on behalf of the Fund, including postage and mailing. The Plan Agent shall submit itemized statements to the Fund with each request for reimbursement. Reimbursement by the Fund for expenses incurred by the Plan Agent in any month shall be made as soon as practicable after the receipt of the itemized statement from the Plan Agent.

The Plan Agent unconditionally guarantees that this fee shall not be increased for a period of at least three years from the date of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunder duly authorized as of the day and year first written above.

THE MEXICO FUND, INC.
By:	/s/ José Luis Gómez Pimienta
	José Luis Gómez Pimienta
	President
AMERICAN STOCK TRANSFER &     TRUST COMPANY
By:	/s/ Illegible
	Vice-President

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EX-2.K.4

EXHIBIT2(K)(4)

June 22, 2001

The Mexico Fund, Inc.

1775 Eye Street, N.W.

Washington, DC 20006

Re: Service Agreement between The Mexico Fund, Inc. (the “Fund”) and Dechert (“Firm”)

Gentlemen:

Pursuant to a letter agreement dated June 22, 2000, the Firm agreed to provide certain administrative services to the Fund. This letter agreement (“Agreement”) shall supersede the terms and conditions of the June 22, 2000 letter.

In connection with the provision of certain administrative services for the Fund, the Fund desires to retain the Firm and the Firm is willing to furnish such administrative services, in connection with the Firm’s services as legal counsel to the Fund, on the terms and conditions hereinafter set forth. Under a certain Amended and Restated Administrative Services Agreement entered into by and between Impulsora del Fondo Mexico, S.A. de C.V. (“Impulsora”) and the Fund, Impulsora provides certain services to the Fund, including the provision of all information, records and data necessary in order that the Fund may maintain, in its offices in the United States, certain books and records of the Fund as required under the Investment Company Act of 1940, as amended (“1940 Act”), the rules thereunder, and other applicable Federal and state laws.

The Fund hereby appoints the Firm 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. The Firm hereby accepts such appointment and agrees during such period to render the services herein described for the compensation herein provided. All services provided by the Firm hereunder are administrative, ministerial services to be executed pursuant to instructions received from the Fund or Impulsora, and are not the rendering of legal advice.

The administrative services which the Firm will provide to the Fund under this Agreement are as follows: The Washington, D.C. office of the Firm, as the official address of the Fund, receives and processes all mail and other communications and inquiries received concerning the Fund, and dispatches materials, as appropriate, to the Fund’s investment adviser, transfer agent, independent auditor and other service providers. On a daily basis, pursuant to instructions provided by Impulsora to the Firm, the Firm receives and processes information from Impulsora concerning the Fund’s operations, prints daily operations sheets, enters data into the General Accounting System for processing, prints specific reports as required, and transmits electronic messages containing backup files of processed information. On a monthly basis, pursuant to instructions provided by Impulsora to the

June 22, 2001

Page 2

Firm, the Firm runs one or more reports and forwards them to Impulsora. Upon request from, and pursuant to instructions provided to the Firm by, Impulsora, the Firm periodically runs reports to update the system. The Firm also makes and otherwise facilitates arrangements relating to the Fund’s quarterly board meetings and shareholder meetings. The Firm may perform miscellaneous additional administrative services as the parties may agree from time to time.

All services will be provided by partners, employees or agents of the Firm. The majority of services will be performed at the Firm’s Washington, DC office. The Firm reserves the right to subcontract any or all such services to any other person or entity, with the prior consent of the Fund, all of which services shall at all times be conducted outside of Mexico.

As compensation for the services rendered and the expenses borne by the Firm pursuant to this Agreement, the Fund agrees to pay to the Firm $1,500 per month. Each fee payment by the Fund to the Firm will be made upon submission of invoice therefor.

It is understood that the services of the Firm are not deemed to be exclusive, and nothing in this Agreement will prevent the Firm, or any partner, employee or agent, from providing similar services to any other client of the Firm.

Neither the Firm nor any partner, employee or agent of the Firm shall be subject to, and the Fund shall indemnify and hold such persons harmless from and against, any and all direct and indirect claims, damages, losses, liabilities or expenses (including the reasonable costs of investigation and reasonable attorney’s fees) 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 a loss relating to willful misfeasance, bad faith or gross negligence on the Firm’s part in the performance of, or from reckless disregard by the Firm of its obligations and duties under this Agreement. Such right to indemnification will survive the termination of this Agreement.

The Firm 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.

This Agreement may be terminated by either party on 30 days’ notice to the other party. This Agreement is effective as of the date on which it has been executed by each party and will remain effective until terminated.

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 Investment Advisers Act of 1940, as amended, and regulations or orders of the United States Securities and Exchange Commission.

June 22, 2001

Page 3

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.

Very truly yours,

Dechert

By:	/s/    Sander M. Bieber	6/22/01
	Sander M. Bieber	Date
Accepted: THE MEXICO FUND, INC.
By:	/s/    Jose Luis Gomez Pimienta	6/22/01
	Authorized signature	Date

EX-2.K.5

EXHIBIT 2(k)(5)

TRANSFER AGENCY AND REGISTRAR AGREEMENT

AGREEMENT, dated as of July 6, 1989 between The Mexico Fund, Inc. (the “Fund”), a Maryland corporation, and American stock Transfer & Trust Company (the “Transfer Agent”), a New York Corporation.

W I T N E S S E T H:

That for and in consideration of the mutual promises hereinafter set forth, the Fund and the Transfer Agent agree as follows:

1. Definitions. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:

(a) “Articles of Incorporation” shall mean the Articles of Incorporation of the Fund as now in effect and as the same may be amended from time to time;

(b) “Authorized Person” shall be deemed to include the President, any Vice President, the Secretary, any Assistant Secretary, Treasurer, or any Assistant Treasurer, or any other person, whether or not such person is an officer or employee of the Fund, duly authorized to give Written Instructions on behalf of the Fund as indicated in a certificate furnished to the Transfer Agent pursuant to Section 6(c) hereof or such other certification as may be received by the Transfer Agent from time to time;

(c) “Custodian” refers to the custodian(s) and any sub custodian(s) of all securities and other property which the Fund may from time to time deposit, or cause to be deposited or held under the name or account of such custodian(s) pursuant to the custodian agreement(s);

(d) “Shares” refers to the Shares of Common Stock, $1.00 par value, of the Fund as may be issued by the Fund from time to time; and

(e) “Written Instructions” shall mean a written communication signed by a person reasonably believed by the Transfer Agent to be an Authorized Person and actually received by the Transfer Agent.

2. Appointment of the Transfer Agent. The Fund hereby appoints and constitutes the Transfer Agent as transfer agent and

registrar for the Shares of the Fund and as shareholder servicing agent for the Fund. The Transfer Agent accepts such appointments and agrees to perform the duties hereinafter set forth.

3. Representations and Warranties of the Transfer Agent. The Transfer Agent represents and warrants to the Fund that (a) it is a trust company duly organized and existing and in good standing under the laws of New York; (b) it is duly qualified to carry on its business in New York; (c) it is empowered under applicable laws by its charter and by-laws to enter into and perform this Agreement; (d) all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement; (e) it has and covenants, so long as it serves as transfer agent to the Fund as provided herein, that it will maintain, liability coverage in an amount not less than $25 million; and (f) it has and covenants, so long as it serves as transfer agent to the Fund as provided herein, that it will continue to have, access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

4. Representations and Warranties of the Fund. The Fund represents and warrants to the Transfer Agent that (a) it is a corporation duly organized and existing and in good standing under the laws of Maryland; (b) it is empowered under applicable laws and by its Articles of Incorporation and bylaws to enter into and perform this Agreement; (c) all proceedings required by said Articles of Incorporation and bylaws have been taken to authorize it to enter into and perform this Agreement; and (d) it is a diversified management investment company registered under the Investment Company Act of 1940, as amended.

5. Compensation. The Fund will compensate or cause the Transfer Agent to be compensated for the performance of its obligations hereunder in accordance with the fees set forth in the Fee Agreement dated July 6, 1989. The Transfer Agent will bill the Fund on a quarterly basis in arrears, and said billings will be detailed in accordance with this Section 5 and the Fee Agreement. The Fund will promptly pay to the Transfer Agent the amount of such billing.

In addition, the Fund shall reimburse the Transfer Agent quarterly in arrears for reasonable out-of-pocket expenses incurred on behalf of the Fund, including postage and mailing. The Transfer Agent shall submit itemized statements to the Fund with each request for reimbursement. Reimbursement by the Fund for expenses incurred by the Transfer Agent during any quarter shall be made as soon as practicable after the receipt of the itemized statement from the Transfer Agent.

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6. Documents. In connection with the appointment of the Transfer Agent, the Fund shall, on or before the date this Agreement goes into effect, but in any case, within a reasonable period of time for the Transfer Agent to prepare to perform its duties hereunder, deliver or cause to be delivered to the Transfer Agent the following documents:

(a) If applicable, specimens of the certificates for the Shares of the Fund;

(b) All account application forms and other documents relating to Shareholder accounts or to any plan, program or service offered by the Fund;

(c) Certified copies of each vote of the Board of Directors of the Fund designating Authorized Persons and signature cards bearing the signature of any officer of the Fund or other Authorized Person who will sign Written Instructions.

7. Distributions Payable in Shares. In the event that the Board of Directors of the Fund shall declare a distribution payable in Shares, the Fund shall deliver or cause to be delivered to the Transfer Agent written notice of such declaration signed on behalf of the Fund by an officer thereof, upon which the Transfer Agent shall be entitled to rely for all purposes, certifying (i) the identity of the Shares involved, (ii) the number of Shares involved, and (iii) that all appropriate action has been taken.

8. Duties of the Transfer Agent. The Transfer Agent shall be responsible for administering and/or performing transfer agent functions, including, but not limited to, those duties outlined in Schedule A to this Agreement and any exhibit thereto; for performing all of the customary services of a registrar; and for performing shareholder account and administrative agent functions in connection with the issuance, transfer and repurchase (including coordination with the Custodian) of the Shares consistent with applicable regulations from time to time in effect. The operating standards and procedures to be followed shall be determined from time to time by agreement between the Fund and the Transfer Agent.

9. Recordkeeping and Other Information. The Transfer Agent shall obtain all existing Fund records from the Bank of New York and shall create and maintain all necessary records in accordance with all applicable laws and rules and regulations. To the extent required by Section 31 of the Investment Company Act of 1940, as amended, and the rules thereunder, the Transfer Agent agrees that all such records prepared or maintained by the Transfer Agent hereunder are the property of the Fund and will be

- 3 -

preserved, maintained and made available in accordance with such section and rules, and will be surrendered promptly to the Fund on and in accordance with its request.

The Transfer Agent and the Fund agree that all books, records (including magnetic tapes), information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law.

In the case of any requests or demands for the inspection of the shareholder records of the Fund, the Transfer Agent shall notify the Fund and secure instructions from an authorized officer of the Fund as to such inspection. The Transfer Agent reserves the right, however, to exhibit the shareholder records to any person whenever it is advised by its counsel that it may be held liable for failure to exhibit the shareholder records to such person.

10. Other Duties. The Transfer Agent shall perform such duties and functions as are necessary to execute faithfully the covenants set forth in Sections 3(e) and 3(f) of this Agreement. In addition, the Transfer Agent shall perform such other duties and functions as may from time to time be agreed upon in writing between the Fund and the Transfer Agent.

11. Duty of Care and Indemnification. The Transfer Agent will indemnify the Fund against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising out of or attributable to any action or failure or omission to act by the Transfer Agent as a result of the Transfer Agent’s bad faith, negligence or willful misconduct. The obligations of the Transfer Agent under this Section shall survive the termination of this Agreement.

12. Termination of Agreement. This Agreement shall be effective as of the date first written above. This Agreement may be terminated at any time without payment of any fee or penalty by vote of the holders of a majority of the outstanding voting securities of the Fund or by a vote of a majority of the Board of Directors of the Fund on written notice to the Transfer Agent, or by the Transfer Agent on 60 days’ written notice to the Fund. In the event such notice is given by the Fund, it shall be accompanied by a resolution of the Board of Directors of the Fund, certified by the Secretary of the Fund, designating a successor transfer agent or transfer agents. Upon such termination, the Transfer Agent will deliver to such successor a

- 4 -

certified list of shareholders of the Fund (with names and addresses), a historical record of the account of each shareholder and the status thereof, and all other relevant books, records (including magnetic tapes), correspondence, and other data established or maintained by the Transfer Agent under this Agreement in the form reasonably acceptable to the successor transfer agent or transfer agents, and will cooperate in the transfer of such duties and responsibilities, including provisions for assistance from the Transfer Agent’s personnel in the establishment of books, records and other data by such successor or successors.

Notwithstanding any other provision of this Agreement, in the event that the Fund is not satisfied with the services of the Transfer Agent and determines to retain the services of another transfer agent, the Transfer Agent shall pay all expenses incurred by the Fund in transferring its account and records to another transfer agent designated by the Fund.

13. Amendment. This Agreement may not be amended or modified in any manner except by a written agreement executed by both parties.

14. Miscellaneous.

(a) Any notice or other instrument authorized or required by this Agreement to be given in writing to the Fund or the Transfer Agent, shall be sufficiently given if addressed to that party and received by it at its office set forth below or at such other place as it may from time to time designate in writing.

To the Fund:

The Mexico Fund, Inc.

77 Aristoteles St., 3rd Floor

Polanco

11560 Mexico DF

Mexico

Attention: José Luis Gomez-Pimienta

with copy to:

Dechert Price & Rhoads

1500 K Street, N.W., Suite 500

Washington, D.C. 20005

Attention: Allan S. Mostoff, Esquire

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To the Transfer Agent:

American Stock Transfer & Trust Company

99 Wall Street

New York, NY 10005

Attention: Michael Karfunkel

(b) This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided, however, that this Agreement shall not be assignable without the written consent of the other party.

(c) This Agreement shall be construed in accordance with the laws of Maryland.

(d) This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original; but such counterparts shall, together, constitute only one instrument.

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

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunder duly authorized as of the day and year first above written.

The Mexico Fund, Inc.
By:	/s/ José Luis Gomez-Pimienta
	José Luis Gomez-Pimienta President
American Stock Transfer & Trust Company
By:	/s/ Geraldine M. Zarbo
	Geraldine M. Zarbo
	Vice President

- 6 -

Schedule A

DUTIES OF THE TRANSFER AGENT (See Exhibit 1 for Summary of Services)

1. Shareholder Information. The Transfer Agent or its agent shall maintain a record of the number of Shares held by each holder of record which shall include their addresses and which shall indicate whether such Shares are held in certificated or uncertificated form.

2. Shareholder Services. The Transfer Agent or its agent will investigate all inquiries from shareholders of the Fund relating to shareholder accounts, will answer all correspondence and other communications from shareholders and others relating to its duties hereunder and such other correspondence as may from time to time be mutually agreed upon between the Transfer Agent and the Fund, and will promptly furnish copies of all such inquiries and answers to the Fund.

3. Share Certificates.

(a) At the expense of the Fund, the Transfer Agent or its agent shall maintain an adequate supply of blank Share certificates to meet the Transfer Agent or its agent’s requirements therefor. Such Share certificates shall be properly signed by facsimile. The Fund agrees that, notwithstanding the death, resignation, or removal of any officer of the Fund whose signature appears on such certificates, the Transfer Agent or its agent may continue to countersign certificates which bear such signatures until otherwise directed by Written Instructions.

(b) Among the Transfer Agent’s services included as part of the fee paid by the Fund, the Transfer Agent or its agent shall issue and register stock certificates, process certificates cancelled in excess of the number issued, process legal and special handling transactions, mail stock certificates, and promptly furnish to the Fund reports of daily transfers processed. In addition, the Transfer Agent or its agent also shall maintain all shareholder accounts including processing address changes; opening, closing, and consolidating accounts; maintaining, placing, and removing stock transfers; posting of debit and credit certificate transactions; and soliciting and recording of Social Security information.

(c) The Transfer Agent or its agent shall issue replacement Share certificates in lieu of certificates which have been lost, stolen or destroyed, upon receipt by the Transfer Agent or its agent of properly executed affidavits and lost

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certificate bonds, in form satisfactory to the Transfer Agent or its agent, with the Fund and the Transfer Agent or its agent as obligees under the bond.

(d) The Transfer Agent or its agent also shall maintain a record of each certificate issued, the number of Shares represented thereby and the holder of record. The Transfer Agent shall prepare certificate detail reports showing all shares issued and surrendered over a specific period. With respect to Shares held in open accounts or uncertificated form, i.e no certificate being issued with respect thereto, the Transfer Agent or its agent shall maintain comparable records of the record holders thereof, including their names and addresses. The Transfer Agent or its agent shall further maintain a stop transfer record on lost and/or replaced certificates.

4. Mailing Communications to Shareholders; Proxy Materials. Among the Transfer Agent’s services included as part of the fee paid by the Fund, the Transfer Agent or its agent will address and mail to shareholders of the Fund, including insertion of enclosures, all reports to shareholders, and will prepare and mail, including insertion of enclosures, all dividend checks and distribution notices and proxy material for any of the Fund’s meetings of shareholders. In connection with meetings of shareholders, the Transfer Agent or its agent, as part of the services included in the fee paid by the Fund, will prepare shareholder lists (including alphabetic, zip code, geographical, share range or descending share analysis), mail and certify as to the mailing of proxy materials, process and tabulate returned proxy cards, engage in proxy vote solicitation, verify broker bills, report on proxies voted prior to meetings, furnish inspectors of election at shareholder meetings, if requested, and certify Shares voted at meetings.

5. Dividends or Distributions

(a) Notice to Transfer Agent and Custodian. Upon the declaration of each dividend or distribution by the Board of Directors of the Fund with respect to Shares of the Fund, the Fund shall furnish or cause to be furnished to the Transfer Agent or its agent a copy of a resolution of the Fund’s Board of Directors certified by the Secretary or Assistant Secretary of the Fund setting forth the date of the declaration of such dividend or distribution, the ex-dividend date, the date of payment thereof, the record date as of which shareholders entitled to Payment shall be determined, the amount payable per Share to the shareholders of record as of that date, the total amount payable to the Transfer Agent or its agent on the payment date and whether such dividend or distribution is to be paid in Shares of such class at net asset value, or such other

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authorization as may be authorized by the Board of Directors of the Fund and provided to the Transfer Agent.

On or before the payment date specified in such resolution of the Board of Directors, the Custodian of the Fund will pay to the Transfer Agent or its agent sufficient cash to make payment to the shareholders of record as of such payment date.

(b) Insufficient Funds for Payments. If the Transfer Agent or its agent does not receive sufficient cash from the Custodian to make total dividend and/or distribution payments to all Shareholders of the Fund as of the record date, the Transfer Agent or its agent will, upon notifying the Fund, withhold payment to all shareholders of record as of the record date until such sufficient cash is provided to the Transfer Agent or its agent.

6. Tax Forms. The Transfer Agent will timely file Internal Revenue Forms number 1099 and 1096, including Form 1042S for the annual distribution, and any state tax forms required to be filed.

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Exhibit 1

to      

Schedule A

Summary of Services

The services to be performed by the Transfer Agent or its agent shall be as follows:

A. DAILY RECORDS

Maintain daily on disc the following information with respect to each shareholder account as received:

• Name and Address (Zip Code)

• Class of Shares

• Balance of Shares held by Transfer Agent

• Beneficial owner code: i.e. male, female, joint tenant, etc.

• Dividend code (reinvestment)

• Complete register information including the number of Shares held in certificate form, date of issuance and certificate numbers

• Tax Identification numbers

B. OTHER DAILY ACTIVITY

• Answer written and telephonic inquiries relating to shareholder accounts (matters relating to portfolio management, distribution of Shares and other management policy questions will be referred to the Fund).

• Assign an Account Administrator and Assistant Administrator to be available at all times to offer personalized service to the Fund.

• Examine and process all transfers of Shares, ensuring that all transfer requirements and legal documents have been supplied.

• Issue and mail replacement checks.

• Issue and mail replacement certificates

C. REPORTS PROVIDED TO THE FUND

Furnish the following reports to the Fund:

• Daily financial totals

EX-2.L

EXHIBIT 2(l)

September 17, 2004

The Mexico Fund, Inc.

1775 I Street, NW

Washington, DC 20006

Re: The Mexico Fund, Inc.

Registration Statement on Form N-2

Securities Act Registration No. 333-118013

Investment Company Act File No. 811-03170

Ladies and Gentlemen:

We have acted as counsel for The Mexico Fund, Inc., a Maryland corporation (“Fund”), and are familiar with the Fund’s above mentioned registration statement relating to the offer and sale of its shares of common stock (the “Registration Statement”). The authorized shares of common stock of the Fund are hereinafter referred to as the “Shares.”

In our capacity as counsel for the Fund, we have examined the Fund’s Charter, as amended, Bylaws, resolutions adopted by the board, and other materials relating to the authorization and issuance of the Shares as contemplated by the Registration Statement, including Pre-Effective Amendments Nos. 1 and 2 to the Fund’s Registration Statement, on Form N-2 filed under both the Securities Act of 1933, as amended (“1933 Act”), and the Investment Company Act of 1940. In rendering this opinion, we have also made such examination of law and of fact reasonably available to us as we have deemed necessary in connection with the opinion hereafter set forth, and we have relied with respect to matters of Massachusetts law and such other documents and matters as we have deemed necessary to enable us to give this opinion.

Based upon such examination, we are of the opinion that the Shares have been duly authorized and, when issued and sold in the manner contemplated by the Registration Statement, will be legally issued, fully paid, and non-assessable.

We hereby consent to the inclusion of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters.” In giving such consent, we do not hereby admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act and the rules and regulations thereunder.

Very truly yours,

/s/ Dechert LLP

EX-2.N

EXHIBIT 2(n)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form N-2 of our report dated December 3, 2003, relating to the financial statements and financial highlights which appears in the October 31, 2003 Annual Report to Shareholders of The Mexico Fund, Inc., which is also incorporated by reference into the Registration Statement. We also consent to the references to us under the headings “Financial Highlights,” “Experts” and “Committees of the Board of Directors” in such Registration Statement.

PricewaterhouseCoopers LLP

New York, New York

September 15, 2004

CORRESP

SEC Letter