POS AMI

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

FORM N-2

Registration Statement Under the Investment Company Act of 1940

Amendment No. 46

THE MEXICO FUND, INC.

(Exact Name of Registrant as Specified in Charter)

1775 I Street, N.W., Suite 1100

Washington, DC 20006

Registrant’s telephone number, including Area Code (202) 261-7941

Sander M. Bieber, Esquire

Dechert LLP

1775 I Street, N.W., Suite 1100

Washington, D.C. 20006

(Name and Address of Agent for Service)

If any securities being registered on this form will be 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 (check appropriate box)

¨  when declared effective pursuant to Section 8(c)

The following boxes should only be included and completed if the registrant is a registered closed-end management investment company or business development company which makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act and is making this filing in accordance with Rule 486 under the Securities Act.

x immediately upon filing pursuant to paragraph (b)

This amendment consists of the following:

(1) Facing Sheet of the Registration Statement

(2) Part C of the Registration Statement (including signature page) and

(3) Exhibit to the Registration Statement

The Prospectus and the Statement of Additional Information are incorporated by reference from Post-Effective Amendment No. 43 to this Registration Statement (File No. 811-02409) filed on September 17, 2004.

The Financial Statements are incorporated by reference from the Fund’s Annual Report (File No. 811-02409) filed on December 29, 2005.

This amendment is being filed solely to file Exhibit Nos. (g), (j)(1),(k)(1), (k)(4), (n)(3) and (r) to this Registration Statement relating to the First Amended and Restated Investment Advisory and Management Agreement, Custody Agreement, Amended and Restated Administrative Services Agreement, Dechert Service Agreement, Power of Attorney, and Code of Ethics.

PART C

OTHER INFORMATION

Registrant’s (i) First Amended and Restated Investment Advisory and Management Agreement, dated March 8, 2006, (ii) Custody Agreement, dated March 14, 2006; (iii) Amended and Restated Administrative Services Agreement, dated March 8, 2006; (iv) Dechert Service Agreement, dated March 8, 2006; (v) Power of Attorney; and (vi) Code of Ethics, amended as of March 8, 2006, are filed herewith as Exhibits (g), (j)(1), (k)(1), (k)(4), (n)(3), and (r) respectively.

SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the Registrant has duly caused this Amendment No. 46 to its Registration Statement under the Investment Company Act of 1940 to be signed on its behalf by the undersigned thereunto, duly authorized, in the District of Columbia, on the 17th day of May, 2006. The undersigned duly represents that this amendment to the registration statement does not contain disclosure which would render it ineligible to become effective under Rule 486(b) of the Securities Act of 1933.

THE MEXICO FUND, INC.
José Luis Gómez Pimienta President*
By:	/s/ Dilia M. Caballero
Dilia M. Caballero
As Attorney-in-Fact

* Pursuant to Power of Attorney filed herewith as Exhibit (n)(3).

*	President, Director and Principal Executive Officer	May 17, 2006
José Luis Gómez Pimienta
*	Treasurer and Principal Financial and Accounting Officer	May 17, 2006
Alberto Osorio
*	Director	May 17, 2006
Eugenio Clariond Reyes-Retana
*	Director	May 17, 2006
Claudio X. González
*	Director	May 17, 2006
Robert L. Knauss
*	Director	May 17, 2006
Emilio Carrillo Gamboa
*	Director	May 17, 2006
Jaime Serra Puche
*	Director	May 17, 2006
Marc J. Shapiro

EXHIBIT INDEX

Exhibit No.	Description
(g)	First Amended and Restated Investment Advisory and Management Agreement, dated as of March 8, 2006.
(j)(1)	Custody Agreement, dated as of March 14, 2006.
(k)(1)	Amended and Restated Administrative Services Agreement, dated as of March 8, 2006.
(k)(4)	Dechert Service Agreement, dated as of March 8, 2006.
(n)(3)	Power of Attorney
(r)	Code of Ethics, amended as of March 8, 2006.

EX-99.G

Exhibit (g)

FIRST AMENDED AND RESTATED

INVESTMENT ADVISORY

AND MANAGEMENT AGREEMENT

First Amended Investment Advisory and Management Agreement dated March 8, 2006, (“Agreement”) between THE MEXICO FUND, INC., a Maryland corporation (the “Corporation”), and IMPULSORA DEL FONDO MEXICO, SC, a Mexican civil society having its principal office in Mexico City, Mexico (the “Adviser”).

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

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

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

WHEREAS, an Investment Advisory and Management Agreement dated April 28, 2003, was approved by a majority of the outstanding voting securities of the Corporation in accordance with the 1940 Act; and

WHEREAS, the Adviser reorganized from a Mexican Corporation to a Mexican civil society in July 2005;

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

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

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

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

(b) To comply with any and all provisions of the 1940 Act and the Advisers Act, and all provisions of any rules, regulations and orders of the SEC which are now or may, from time to time, be applicable to the Adviser and to its directors, officers, employees and

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

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

3. Compensation.

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

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

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

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

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

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and legal costs; custodian, dividend disbursing and transfer agent cost; expenses of obtaining and maintaining stock exchange listings of the Corporation’s shares; and the expenses of shareholders’ meetings and of the preparation and distribution of reports to shareholders.

5. Duration and Termination. This Agreement shall become effective on Match 8, 2006, shall terminate on March 8, 2007 and, thereafter, if not sooner terminated, shall continue in effect for successive periods of twelve months each, provided that each such continuance shall be specifically approved annually by the vote of a majority of the Corporation’s Board of Directors who are not parties to this Agreement or interested persons (as such term is defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval and either (a) the vote of a majority of the outstanding voting securities of the Corporation, or (b) a majority of the Corporation’s Board of Directors as a whole. Notwithstanding the foregoing, this Agreement may be terminated at any time by the Corporation, without the payment of any penalty, upon vote of a majority of the Corporation’s Board of Directors or a majority of the outstanding voting securities of the Corporation, or by the Adviser, on sixty days’ written notice to the other party. This Agreement shall automatically terminate in the event of its assignment (as such term is defined in the 1940 Act).

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

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

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

9. Miscellaneous.

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

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

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

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

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

The Mexico Fund, Inc.
By:	/s/ Emilio Carillo Gamboa
	Emilio Carrillo Gamboa
	Chairman
	Board of Directors
Impulsora del Fondo México, SC
By:	/s/ José Luis Gómez Pimienta
	José Luis Gómez Pimienta
	Chief Executive Officer

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EX-99.J.1

Exhibit (j)(1)

PORTFOLIO MANAGEMENT BANK DEPOSIT (CUSTODY) AGREEMENT ENTERED INTO BY AND BETWEEN BBVA BANCOMER, SOCIEDAD ANONIMA, INSTITUCION DE BANCA MULTIPLE, GRUPO FINANCIERO BBVA BANCOMER (“BANCOMER”,) HEREBY REPRESENTED BY MESSRS. CARLOS PEREZ FLORES AND JAIME SALGADO BECERRIL, AND BY THE MEXICO FUND INC., (“THE CUSTOMER”,) HEREBY REPRESENTED BY MR. JOSÉ LUIS GÓMEZ PIMIENTA, PURSUANT TO THE FOLLOWING:

REPRESENTATIONS

I. Through its representatives “BANCOMER” represents:

A) That BANCOMER is a corporation duly incorporated pursuant to Mexican laws and authorized to operate as a full-service bank, and that its representatives have the necessary authority to enter into and execute this agreement.

B) That Messrs. Carlos Pérez Flores and Jaime Salgado Becerrril have been granted the power to participate in the execution hereof on behalf of BANCOMER, which authority is shown in notarial instrument number 82,138 dated February 3, 2005 executed before Notary Public number 137, and which authority has not been revoked or amended in any way whatsoever.

C) That BANCOMER is a banking institution regulated as such by the federal government of Mexico through the Ministry of Finance and Public Credit, the Mexican Central Bank, and the National Banking and Securities Commission.

II. Through its representative, “THE CUSTOMER” represents:

A) That it is a corporation duly incorporated pursuant to what is provided in the laws of its country of origin laws, as shown in the document attached hereto as Exhibit 1.

B) That it has granted to the representative the necessary authority and power to execute this agreement on behalf of “THE CUSTOMER”, and that said authority and powers have not been limited, amended or revoked in any way whatsoever, as shown in the document attached hereto as Exhibit 2.

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C) That the execution hereof is allowed and authorized under “THE CUSTOMER’S” by laws, corporate instruments and other applicable provisions, and therefore “THE CUSTOMER” is not in violation of any law, regulation or contractual provision obliging, affecting or limiting “THE CUSTOMER” in regards to the execution of this Agreement.

NOW THEREFORE, based on the above representations, the parties agree to the following:

ARTICLES

PURPOSE OF THE AGREEMENT

ONE.- BANCOMER shall provide hereunder to “THE CUSTOMER” custody services for securities and cash (“CUSTODY SERVICES”), understanding said services to include only and exclusively the safekeeping, management, settlement, and transfer of securities (“THE SECURITIES”) and cash belonging to “THE CUSTOMER” (collectively, the “ASSETS”) The transactions that “BANCOMER” may carry out hereunder include and are limited to:

• Centralizing positions of domestic and foreign securities.

• Settling securities transactions through Mexican and foreign brokers.

• Domestic and international cash transfers.

• Carrying out investments made by “THE CUSTOMER”.

• Reporting on the custody and settlement of securities and cash.

• Depositing or withdrawing securities in “THE CUSTOMER’S” custody account(s).

• Settling entitlements in kind and/or cash.

• Representing “THE CUSTOMER” at meetings and exercising voting instructions.

• Creating and canceling ADR’S.

For the purpose hereof and in accordance with Article 3 of Securities Market Law [Mexico’s Ley del Mercado de Valores], “THE SECURITIES” shall be the shares, debentures, bonds, certificates and other negotiable instruments and documents issued in series or en masse pursuant to the laws that govern instruments for circulation in the securities market, including bills of exchange, promissory notes and option securities issued in series or en masse and, if applicable, under a bond indenture. “THE SECURITIES” shall be registered with the National Registry of Securities [Registro Nacional de Valores].

“BANCOMER” agrees to perform what is necessary to manage the entitlements conferred by the “ASSETS” to “THE CUSTOMER”, as provided in Article 278 of General Law of Negotiable Instruments and Credit Transactions [Mexico’s Ley General de Títulos y Operaciones de Crédito].

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SECURITIES DEPOSIT

TWO.- “BANCOMER” may in turn keep deposited in custody or management with, S.D. Indeval, S.A. de C.V., Institución para el Depósito de Valores (“INDEVAL”), “THE SECURITIES” deposited in “BANCOMER” with BANCOMER maintaining its responsibility as set forth herein and provided the conditions in this article are satisfied “BANCOMER” shall exercise reasonable care to monitor the custody risks associated with maintaining “THE SECURITIES” with “INDEVAL” on a continuing basis and shall notify “THE CUSTOMER” or Impulsora del Fondo Mexico, SC (“IMPULSORA”) of any material change in these risks.

“INDEVAL”:

(a) acts as the central handling system for securities or equivalent book-entries in Mexico and is regulated by Mexico’s Ministry of Finance and Public Credit, National Banking and Securities Commission and Banco de México (Mexican Central Bank)

(b) holds assets for “BANCOMER” on behalf of “THE CUSTOMER” under safekeeping conditions no less favorable than the conditions applied to other customers of “BANCOMER”;

(c) maintains records that identify and segregate the assets of each of its participants from the assets of the system;

(d) provides periodic reports to its participants with respect to its safekeeping of assets, including notices of transfers to or from any participant’s account; and

(e) is subject to periodic examination by regulatory authorities or independent accountants.

“BANCOMER” may not use any other domestic or foreign securities depositary institution, bank, or brokerage firm to deposit “ASSETS” without notifying “THE CUSTOMER” ten (10) days in advance “THE CUSTOMER” may require that such subcustodians satisfy the conditions of this Article, similar representations and terms of this Agreement or other conditions necessary in order for “THE CUSTOMER” to be in compliance with the US “1940 ACT”.

LIABILITY

THREE.- It is set forth that “BANCOMER” shall not be liable if “THE CUSTOMER” invests in “THE SECURITIES”, and said investment contravenes or violates “THE CUSTOMER’S” bylaws or any other internal or external regulation applicable to “THE CUSTOMER”. “BANCOMER” assumes no liability if “THE CUSTOMER” contravenes “THE CUSTOMER’S” own investment limits established in “THE CUSTOMER’S” bylaws or any other document or regulation applicable to “THE CUSTOMER”.

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AUTHORIZED INDIVIDUALS

FOUR.- Any instructions, orders or requests regarding custody transactions involving the “ASSETS” shall be given by “THE CUSTOMER” through its legal representative(s) or attorney(s)-in-fact, appearing as authorized individuals in the special records kept by “BANCOMER”, in accordance with what is set forth in Exhibit “3” (Signatures Registry) hereof. If “THE CUSTOMER” decides to revoke the authorization granted to certain individuals under this article, or if “THE CUSTOMER” decides to replace such authorized individuals, “THE CUSTOMER” shall notify “BANCOMER” of said situation in writing and in a timely manner. Therefore, it shall be “THE CUSTOMER’S” responsibility to maintain said registries up to date. “BANCOMER” shall act according to the instructions given by the individuals listed in “BANCOMER’S” Signatures Registry as authorized individuals at the time such instructions are received.

ACCOUNT

FIVE.- As a result of the execution hereof, “BANCOMER” shall open one or more accounts (THE “ACCOUNT”) in “THE CUSTOMER’S” name to deposit the “ASSETS” that are the subject of the transactions carried out by “THE CUSTOMER” hereunder.

ACCOUNT NUMBER	NAME
92008440	The Mexico Fund, Inc.

“ASSETS” owned by “THE CUSTOMER” that are the subject of any transaction carried out hereunder shall at all times be credited to the corresponding “ACCOUNT”. “BANCOMER” shall keep or maintain the “ASSETS” as agreed herein and in accordance with applicable legal provisions. The “ASSETS” shall not be subject to any right, charge, security interest, lien or claim of any kind in favor of “BANCOMER” or its creditors except for the payment of fees in connection with the safe custody and administration of “THE SECURITIES” or, in the case of cash deposits, liens or rights in favor of creditors of “BANCOMER” arising under bankruptcy, insolvency, or similar laws. The “ASSETS’ shall be freely transferable by “THE CUSTOMER” without the payment of money or value other than for safe custody or administration.

Likewise “BANCOMER” shall keep a record of the “ASSETS” taking into consideration, as applicable the type of securities, the issuer, the series, the “International Securities Identification Number” (ISIN), the price, the amount, the maturity date and any other information required to fully identify “THE SECURITIES”. The “ASSETS” shall be kept separate from “BANCOMER”’s own assets and the assets of any other client or account of “BANCOMER” at all times.

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“BANCOMER” shall not be liable for price and interest rate fluctuations for “THE SECURITIES” in BANCOMER’s custody in the “ACCOUNT” due to market fluctuations or changes; nor for the prices set and notified by the Price Vendors and noted for valuation information purposes with regard to “THE CUSTOMERS” portfolio.

INSTRUCTIONS

SIX.- “BANCOMER” shall carry out “THE CUSTOMER’S” express instructions, which instructions shall at all times be clear, precise and up to date. Said instructions shall expressly state without limitation: type of transaction involved, related to the provision of “CUSTODY SERVICES”, full identification of the “ASSETS” involved in the transaction, amount, name of “THE CUSTOMER”, “ACCOUNT” number, counterparty that shall deliver or receive “THE SECURITIES” and/or cash, settlement date, amount of cash to be paid or received and, if applicable, cash account number and name of the payee, as well as any other facts, circumstances or provisions requiring specification.

In any case, the parties agree that “BANCOMER” shall act according to the applicable regulatory provisions and prevailing market conditions.

COMMUNICATION MEANS

SEVEN.- For all matters regarding instructions, amendments, notices, requests and any other communications between the parties under this agreement and under the exhibits hereof, the parties agree to use the following means of communication.

a) In writing, addressed to the domicile stated for that purpose by “BANCOMER” in this agreement, duly signed by the authorized individual, according to the authorized Signatures Registry in Exhibit 3.

b) By fax to the number specified in Exhibit 4 hereof, and the respective communication shall bear the signature of the authorized individual. “BANCOMER” assumes no responsibility that may arise from the instructions included in said communication. “BANCOMER” assumes no responsibility for the authenticity of the signatures on communications received by fax.

c) SWIFT as agreed to in Exhibit 4 hereof and according to the standards established by “BANCOMER”.

d) Remote Access through which “THE CUSTOMER” shall have access to a communication system with “BANCOMER”.

“THE CUSTOMER” shall notify its instructions through any of the aforementioned means during the business hours and business days agreed to in Exhibit 4.

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“THE CUSTOMER” expressly authorizes “BANCOMER” to record telephone conversations between “THE CUSTOMER’S” AND “BANCOMER” officials with regard to transactions resulting herefrom.

Under the terms of what is provided in Article 52 of the Banking Law [Mexico’s Ley de Instituciones de Credito], the access and identification codes and, if applicable, the transaction codes established to use the aforementioned communication means, shall replace electronic signatures for written signatures, except in the case of written communications and communications sent by fax. Therefore, documentary or technical certifications resulting from the use of such means bearing electronic signatures shall have the same effects that the laws grant to documents signed by the parties, and shall have the same probative value, and the instructions given by “THE CUSTOMER” to “BANCOMER” through the communication means agreed to above shall have full probative value and legal effect to verify the transaction carried out, the amount involved in the same, its nature, as well as the characteristics and scope of the relevant instructions.

The proper use of the aforementioned access, identification and transaction codes by “THE CUSTOMER” or by third parties acquiring knowledge of said codes through “THE CUSTOMER” shall be “THE CUSTOMER’S” sole responsibility.

CARRYING OUT INSTRUCTIONS

EIGHT.- Whenever it has to carry out instructions outside of Mexico, “BANCOMER” and THE CLIENT shall execute an agreement which shall govern all particular circumstances concerning such provision of services.

REJECTING AND CANCELING INSTRUCTIONS

NINE.- “BANCOMER” may reject instructions given by the “THE CUSTOMER” for legally justifiable reasons (understanding legally justifiable reason to be any reason resulting from the enforcement of the law or any other order issued by the relevant authorities), in which case “BANCOMER” shall notify “THE CUSTOMER” of said situation in a timely manner, and shall not be responsible for failure to carry out said instructions.

“THE CUSTOMER” may cancel or change its instructions through any means agreed to herein, provided “THE CUSTOMER” does so before the relevant instruction is carried out and before the closing of the transactions specified in Exhibit “4”, and provided “BANCOMER” is able to carry out the new instructions, and “THE CUSTOMER” agrees, when applicable, to pay any expenses and costs resulting from the cancellation of or change in “THE CUSTOMER’S” instructions, as well as to indemnify “BANCOMER” for any damages that could arise.

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“THE CUSTOMER’S” instructions shall be received within the hours specified in Exhibit 4. It is agreed that the best effort shall be made to carry out instructions received after said hours, or that said instructions shall be carried out on the business day following the day on which they were received.

PROVIDING FUNDS

TEN.- When carrying out instructions requiring the provision of funds by “THE CUSTOMER”, “BANCOMER” shall not be obliged to carry out said instructions until “THE CUSTOMER” has provided sufficient funds to do so, with sufficient time to be able to settle the transaction. BANCOMER may carry out said instructions under the premise established in this article, only and exclusively if “THE CUSTOMER” gives express and precise instructions to “BANCOMER” for “BANCOMER” to use the credit facility, if applicable, opened by “THE CUSTOMER” with “BANCOMER”, pursuant to a current account loan agreement entered into between “THE CUSTOMER”, if any, and “BANCOMER”.

If “THE CUSTOMER” does not keep sufficient funds in its “ACCOUNT” nor has overdraft facilities in accordance with what is set forth in Exhibit 4, in no case shall “BANCOMER” be obliged to advance funds to carry out “THE CUSTOMER’S” instructions.

“THE CUSTOMER” hereby represents that the funds used by “THE CUSTOMER” in all transactions that are the subject matter hereof, derive from legal sources, and “THE CUSTOMER” hereby recognizes that he/she/it is subject to, inter alia, compliance with obligations similar to those established in the ‘Agreement Modifying and Adding to the General Provisions referred to in Article 52 BIS-4 of the Securities Market Law” [“Acuerdo que modifica y adiciona las Disposiciones de Carácter General a que se refiere el articulo 52 Bis-4 de la Ley del Mercado de Valores”]

PURCHASE AND SALE OF THE SECURITIES

ELEVEN. - Within 24 hours of each purchase of securities, “THE CUSTOMER” shall deliver to “BANCOMER” instructions specifying with respect to each such purchase: (a) the name of the issuer and title of the securities; (b) the number of shares or the principal amount purchased; (c) the date of purchase and settlement; (d) the purchase price per share or unit; (e) the brokerage commissions or other charges payable upon such purchase; (f) the total amount receivable upon such purchase; and (g) the name of the person from whom or broker through which the purchase was made “BANCOMER” or an eligible sub-custodian (as described in Article Two) shall receive and hold all securities purchased from the person through or from whom the same securities were purchased. Upon receipt from such person of such securities, “BANCOMER” shall pay, or authorize such other eligible sub-custodian (as described in Article Two) to pay out of the “ACCOUNT”, the total amount payable shown on such instructions.

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Within 24 hours of each sale of “THE SECURITIES” in the custody of “BANCOMER” or an eligible sub-custodian (as described in Article Two), “THE CUSTOMER” shall deliver to “BANCOMER” instructions specifying with respect to each such sale: (a) the name of the issuer and title of “THE SECURITIES”; (b) the number of shares and coupons or the principal amount sold, and accrued interest, if any; (c) the date of sale; (d) the sale price per share or unit; (e) the brokerage commissions or other charges payable in connection with such sale; (f) the total amount receivable upon such sale; and (g) the name of the person from whom or broker through whom the sale was made. “BANCOMER”, or another eligible sub-custodian holding some of “THE SECURITIES” shall deliver such “SECURITIES” to the broker or other person named in such instructions upon receipt of the total amount payable as set forth in such instructions “BANCOMER” may accept payment in such form as shall be satisfactory to it, and may deliver “THE SECURITIES” and arrange for payment in accordance with the customs prevailing among dealers in securities in Mexico

EVIDENCE OF TRANSACTIONS

TWELVE.- “BANCOMER” shall maintain adequate records of the “ASSETS” as belonging to “THE CUSTOMER” or as being held by a third party for the benefit of “THE CUSTOMER”, including their type, series, price, amount, maturity and any other characteristic necessary for their complete identification. Evidence of deposits, withdrawals and transfers of “ASSETS”, including those involving any deposit, withdrawal or transfer to or from the “ACCOUNT” or a third party account containing “ASSETS” held on behalf of “THE CUSTOMER” shall be provided through monthly account statements and daily reports issued by “BANCOMER” to “THE CUSTOMER” with the reference of the ACCOUNT’S” number

“THE CUSTOMER” may deposit or withdraw “ASSETS” using the procedure to make transfers from other accounts to the “ACCOUNT”, in which case deposits or withdrawals made or transfers carried out shall be validated through the instructions given by “THE CUSTOMER” using any means agreed to herein through the entries made by “BANCOMER” in its records, as well as through the account statements issued by ‘BANCOMER” for deposits or withdrawals made

When pursuant to the law “THE SECURITIES” shall be kept in a securities depositary institution, or in any other institution in no case shall “BANCOMER” be obliged to physically deliver “THE SECURITIES” to “THE CUSTOMER”, but only to provide proof that such “SECURITIES” have been deposited.

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FEATURES OF EVIDENCE OF TRANSACTIONS

THIRTEEN.- This Agreement, account statements and any other documents issued by “BANCOMER” with regard to “ASSETS”, or issued by “THE CUSTOMER” to make use of said “SECURITIES”, are not negotiable instruments. Likewise, “THE CUSTOMER” agrees that it may not create a lien as security for its own liabilities or those of third parties on entitlements acquired by “THE CUSTOMER” under said evidence of transactions.

RETIREMENT OR REDEMPTION OF SECURITIES

FOURTEEN.- After the issuer or settling institution (Securities Depository Firm, Banking Institution, Clearing Agency, etc.) retires or redeems “THE SECURITIES” and transfers the cash, “BANCOMER” shall deposit the relevant amounts in accordance with the instructions given to “BANCOMER” previously in writing by “THE CUSTOMER”. If “BANCOMER” is unable to carry out said instructions or there are no instructions, the amount obtained shall be deposited to the “ACCOUNT”. “BANCOMER” shall follow the same procedure with regard to the interest paid by “THE SECURITIES” deposited to the “ACCOUNT”.

EXERCISING ANCILLARY AND OPTION RIGHTS

FIFTEEN.- Whenever it is necessary to exercise ancillary or option rights or to make payments of any kind associated with “THE SECURITIES” deposited to the “ACCOUNT”, the parties agree to the following:

a) If “THE SECURITIES” confer an option right that must be exercised, “BANCOMER” shall exercise said right on behalf of “THE CUSTOMER”, provided “THE CUSTOMER” has provided sufficient funds and given the relevant instructions to “BANCOMER”, prior to the expiration of the term established to exercise said option right;

b) When a payment has to be made on “THE SECURITIES”, “THE CUSTOMER” shall provide the necessary funds to “BANCOMER”, prior to the date on which the payment in question must be made.

If “THE CUSTOMER” does not provide sufficient funds to “BANCOMER” in accordance with the items above, “BANCOMER” shall be released of any responsibility with regard to managing and not exercising the right in question, agreeing only to physically keep “THE SECURITIES”.

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c) In the case of the ancillary rights associated with “THE SECURITIES”, said rights shall be exercised by “BANCOMER” on behalf of “THE CUSTOMER”. “BANCOMER” shall collect the dividends, interests and redemptions paid on “THE SECURITIES” without need for prior instructions from “THE CUSTOMER”. “BANCOMER” shall not in any way be responsible if after the issuers of “THE SECURITIES” announce the payment of said dividends, interest and redemptions, the issuers do not pay said dividends, interest and redemptions or if there is a delay in the settlement on the part of the issuer or settling institution (Securities Depository Firm, Banking Institution, Clearing Agency, etc.).

EXERCISING CORPORATE RIGHTS

SIXTEEN.- “BANCOMER” shall promptly deliver to “THE CUSTOMER” all notices, proxies and proxy soliciting materials with relation to “THE SECURITIES” if “BANCOMER” receives such materials directly on behalf of “THE CUSTOMER”. Whenever it is necessary to exercise voting rights or any other corporate right associated with “THE SECURITIES” deposited, all voting rights with respect to “THE SECURITIES” shall be exercised in the manner directed by “THE CUSTOMER” and its authorized representatives. In this regard, the parties agree to the following:

a) If “THE CUSTOMER” expresses the wish to attend a meeting to exercise its voting right with regard to any of “THE SECURITIES”, “THE CUSTOMER” shall submit a request to that effect in writing to “BANCOMER”, who shall ask the relevant issuer for the pass to attend the meeting. The request shall be submitted by “THE CUSTOMER” to “BANCOMER” at least two business days in advance.

b) If “THE CUSTOMER” wishes to be represented at a meeting by “BANCOMER”, “THE CUSTOMER” shall submit a request to that effect at least 3 business days prior to the date of the meeting, expressly providing clear and precise instructions concerning the form and terms of how it will vote with regard to “THE SECURITIES” in question.

c) If “BANCOMER” does not receive either of the aforementioned requests, “BANCOMER” shall be under no obligation to attend any meeting to represent “THE CUSTOMER”.

BANCOMER’S LIABILITY

SEVENTEEN.- “BANCOMER” shall not be liable for the formalities, procedures, collections or any other acts of administration regarding “THE SECURITIES” which “THE CUSTOMER” should have carried out before the deposit was made.

Likewise, “BANCOMER” is not obliged to deliver “SECURITIES” not in its custody.

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Under the terms of this article “BANCOMER” assumes no responsibility for the content of the information published by the issuers and forwarded by “BANCOMER” to “THE CUSTOMER”. Said information may contain without limitation: the meeting resolution, the establishment of rights, etc.

CANCELING THE REGISTRATION OF “THE SECURITIES”

EIGHTEEN.- If any of “THE SECURITIES” in “THE ACCOUNT” that compose “THE CUSTOMER’S” portfolio cease to be registered with the National Registry of Securities [Registro Nacional de Valores] under the National Banking and Securities Commission or any other similar foreign authority, and as result “BANCOMER” is unable to exercise the inherent entitlements of said “SECURITIES”, “BANCOMER” shall notify “THE CUSTOMER” of said situation so that “THE CUSTOMER” may instruct “BANCOMER” accordingly. If there is no reply forthcoming within one month as of the date of notice, “BANCOMER” shall keep the “THE SECURITIES” deposited in custody and shall stop any act of administration regarding said “SECURITIES”, and “THE CUSTOMER” agrees to pay “BANCOMER” the custody fees according to the rate in force for such service, as well as the expenses resulting from said custody.

If any of “THE SECURITIES” in “THE CUSTOMER’S” portfolio cease to be registered with the National Registry of Securities or its special section (SIC), and INDEVAL [Securities Depositary Institution], or if the institution where the securities are deposited requests the physical withdrawal of the securities “BANCOMER” shall notify “THE CUSTOMER” in writing of said situation immediately after it is made public by any official institution such as the Mexican Stock Market, INDEVAL, CNBV, Central Bank, subcustody individual or foreign authority, etc. to have “THE CUSTOMER” give the necessary instructions to subdivide, endorse and physically deliver the securities.

In no case shall BANCOMER be obliged to physically deliver the SECURITIES to a domicile other than THE CUSTOMERS domicile.

“BANCOMER” shall not be liable to “THE CUSTOMER” for any acts or situations involving the issuer of “THE SECURITIES”, the Securities Depositary Institution, or any other institution providing a similar service, affecting or obstructing the exercise of a right referred to in this article.

CANCELING THE “ACCOUNT”

NINETEEN.- If “THE CUSTOMER” should cancel the “ACCOUNT”, or if for any legally justifiable reason (understanding legally justifiable reason to be any reason resulting from the enforcement of the law or any other order issued by the relevant authorities) “BANCOMER” cancels the “ACCOUNT”, “BANCOMER” shall put “THE SECURITIES” at the disposal of “THE CUSTOMER”, which “SECURITIES” shall be delivered or transferred according to the instructions received from “THE CUSTOMER” within five business days after the termination date of the “ACCOUNT”, and “THE CUSTOMER” shall pay the custody fees due and any fees owed during said period If “THE

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CUSTOMER” does not notify “BANCOMER” where “THE SECURITIES” are to be transferred, within the aforementioned time period, “BANCOMER” shall be relieved of any obligation to exercise the rights resulting from “THE SECURITIES”, and shall only be responsible for receiving earnings, returns or interest, until “THE CUSTOMER” notifies “BANCOMER” how “THE SECURITIES” shall be delivered or transferred. Likewise, as of the notification date, “BANCOMER” shall put at the disposal of “THE CUSTOMER” the cash in the “ACCOUNT”, and said cash will not earn any interest.

To cancel the “ACCOUNT”, “THE CUSTOMER” shall have previously paid any fees, expenses and costs generated and/or owed for the custody service, before “BANCOMER” delivers THE SECURITIES and cancels the “ACCOUNT”.

DAMAGES AND LOSS OF “THE SECURITIES”; INDEMNIFICATION GENERALLY

TWENTY.-

(a) “BANCOMER” shall indemnify and hold harmless “THE CUSTOMER” from and against any loss, damage, costs, expense, liability or claim (including reasonable attorneys’ fees) arising out of or in connection with the improper or negligent performance or nonperformance of BANCOMER’S duties under this Agreement.

(b) “BANCOMER” shall not be liable for any loss or damage suffered by “THE SECURITIES” deposited due to force majeure or an act of God. In the case of loss or destruction of “THE SECURITIES” deposited due to causes attributable to “BANCOMER”, including, loss or damage arising out of its own negligence, negligent failure to act, or willful misconduct, “BANCOMER” shall be obliged to judicially replace said securities, and when this is not possible, “BANCOMER” shall only be liable for an amount equal to their market value on the date on which they should have been replaced, or else, in the case of fungible securities, “BANCOMER” shall replace other securities of the same kind, amount and with similar characteristics. From the moment the payment is made and by virtue of said payment, “BANCOMER” shall be considered subrogated in each one of “THE CUSTOMER’S” rights.

(c) “THE CUSTOMER” shall indemnify and hold harmless “BANCOMER” from and against any loss, damage, costs, expense, liability or claim (including reasonable attorneys’ fees) arising out of or in connection with the improper or negligent performance or nonperformance of “THE CUSTOMER’S” duties under this Agreement.

FILING PROCEEDINGS

TWENTY-ONE.- “BANCOMER” is not obliged to judicially file for recognition of the rights resulting from “THE SECURITIES” in the case of bankruptcy, bankruptcy reorganization, liquidation, insolvency, or to file any other judicial or administrative-law proceeding against the issuer of “THE SECURITIES” but shall notify the “CUSTOMER” without any responsibility for “BANCOMER” of such an event and the “CUSTOMER” shall make the necessary filings.

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REPORTING TRANSACTIONS

TWENTY-TWO.- “BANCOMER” shall be obliged to send to “THE CUSTOMER”, within the first 5 (five) business days after the monthly closing, an authorized account statement listing all transactions carried out with “THE CUSTOMER” or on behalf of “THE CUSTOMER”, and reflecting the position of said customer’s securities and cash as at the last business day of the monthly closing, as well as the position of securities and cash as of the closing of the previous month.

The aforementioned account statements shall be sent to the last domicile of “THE CUSTOMER”, notified by “THE CUSTOMER” to “BANCOMER” and, if applicable, the entries appearing on said statements may be challenged in writing or through any other means agreed to herein and accepted by the parties, as provided in Article Six above, within twenty (20) business days after the date on which said account statements were sent in the understanding that if said entries are not challenged by THE CUSTOMER within the time period specified, they shall be considered to have been accepted by THE CUSTOMER.

Likewise, when applicable, to enable “THE CUSTOMER” to challenge any entries within the time period specified, “BANCOMER” shall put a copy of said account statement at the disposal of “THE CUSTOMER”, as of the business day after the closing, at the office where the account in question is managed.

“BANCOMER” shall send to “THE CUSTOMER” within 5 (five) business days after the closing date, an account statement reflecting the fees generated during the respective period, as well as, if applicable, any expenses generated.

The aforementioned account statements shall serve as receipts for tax purposes and they shall comply with what is required by Mexican tax laws.

“BANCOMER” shall also furnish the “CUSTOMER” upon written reasonable request in advance such information and records of THE CUSTOMER that the “CUSTOMER” may require in order to comply with the US Investment Company Act of 1940, as amended without any responsibility for BANCOMER. In the event of the termination of this Agreement, “BANCOMER” shall maintain and preserve all records required by law and shall be made available to the “CUSTOMER” or its agent upon request.

“BANCOMER” hereby agrees, subject to restrictions under applicable laws, to provide specific information about THE CUSTOMERS ACCOUNT to those persons and under the specific terms previously authorized by THE CUSTOMERS by written notice to BANCOMER including but not limited to CUSTOMERS independent public accountants.

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In connection with any records maintained by “BANCOMER” or any other services provided by “BANCOMER” under this Agreement, “BANCOMER” agrees to comply with the terms of the “CUSTOMER’S” privacy policy as set forth in Exhibit 5.

FEES

TWENTY-THREE.- “BANCOMER” shall charge the custody and management fees agreed to by the parties based on the list of fees included in Exhibit 6 hereof, as compensation for the “CUSTODY SERVICE” provided.

The aforementioned fees shall be reviewed annually or whenever it is so required or requested by the parties, in the understanding that if “THE CUSTOMER” does not accept said fees, “BANCOMER” may terminate this agreement without any responsibility on its part.

DEFAULT INTEREST

TWENTY-FOUR.- If “THE CUSTOMER” does not pay in time the fees agreed to herein, “THE CUSTOMER” shall pay “BANCOMER” default interest on the amount owed, which interest shall begin to accrue on the day following the due date and until the amount owed is paid in full, as provided for that purpose in the Commercial Code of Mexico.

TERMINATION OF THE AGREEMENT FOR NONPAYMENT OF FEES

TWENTY-FIVE.- If “THE CUSTOMER” does not pay “BANCOMER” the fees specified in Article Twenty-Three hereof due to a lack of funds, the amount of which was agreed to in Exhibit 6, for more than three consecutive months, this agreement shall be automatically terminated, relieving “BANCOMER” of any responsibility. In such a case, Article Nineteen regarding the cancellation of “THE ACCOUNT” shall be applied under the terms hereof.

TERM

TWENTY-SIX.- This Agreement shall be in effect for an indefinite period. Both parties are authorized to terminate this Agreement at any time, subject to notification to the other party, through any of the means established in Article Seven hereof, with 30 (thirty) business days notice, unless shorter notice is agreed upon by the parties. 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 “CUSTOMER” without the written consent of “BANCOMER”, or by “BANCOMER” without the written consent of the “CUSTOMER”.

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AMENDMENTS

TWENTY-SEVEN.- The terms and conditions hereof, the time periods specified herein, the manner of sending instructions, and any other necessary matters may be amended by “BANCOMER” based on provisions issued by the relevant authorities, as well as based on changes in the policies established by “BANCOMER”, and “BANCOMER” shall notify “THE CUSTOMER” of said situation within 20 (twenty) business days as of the date on which “BANCOMER” becomes aware of said changes.

“THE CUSTOMER” shall be provided reasonable notice of any amendments made by “BANCOMER” hereto when there is a legally justifiable reason (understanding legally justifiable reason to be any reason resulting from the enforcement of the law or any other order issued by the relevant authorities). As a result of the amendment, the “CUSTOMER” may determine that in order for the “CUSTOMER” to comply with applicable law, it may have terminate the Agreement. There shall be no penalties for termination by the “CUSTOMER” under such circumstances, other than satisfaction of any amounts outstanding pursuant to Article Nineteenth.

TAXES

TWENTY-EIGHT.- Pursuant to what is set forth in the relevant tax laws, “BANCOMER” shall be obliged to withhold and pay the respective taxes for the provision of services hereunder. For that purpose, “THE CUSTOMER” undertakes to submit, through “BANCOMER”, any information and formats required by domestic or foreign tax authorities.

DOMICILES

TWENTY-NINE.- Any instructions, notices or matters related hereto shall be addressed by the parties to:

“BANCOMER”	BBVA BANCOMER S.A., Institución de Banca Múltiple,
	Grupo Financiero BBVA Bancomer
	Custodia Internacional
	Torre Platino Av. Insurgentes Sur 1811 piso 3
	Col. San José Insurgentes
	México Distrito Federal
	Atención: Jaime Salgado Becerril
	Telephone: (55) 56219300
“THE CUSTOMER”	The Mexico Fund Inc.
	1775 Eye Street, N.W., Suite 1100
	Washington D.C. 20006-2401
	United States
	Attention: Mr. Sander Bieber
	Telephone: 202-261-3300

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With a copy to:

Impulsora del Fondo Mexico, SC

Aristóteles No. 77-3er piso

Colonia Polanco

11560 Mexico, D.F.

Attn: Mr. José Luis Gómez Pimienta

As long as the parties do not notify each other of a change in the aforementioned domiciles, all instructions, notices and other communications delivered to such domiciles shall be effective.

LANGUAGE:

THIRTY. - The Agreement has been signed in the English and Spanish languages. In case of conflict between the parties, the Spanish language version shall prevail and the English version shall be for informative purposes between the parties.

APPLICABLE LAWS AND JURISDICTION

THIRTY-ONE. - For the construction and fulfillment hereof, the parties submit to the applicable laws of Mexico City, Federal District, and expressly submit to the jurisdiction and competence of the courts of Mexico City, Federal District, expressly waiving the jurisdiction of any other forum that they might be entitled to because of their present or future domiciles.

Aware of the content and scope of these agreements, the parties execute this document on March 14th, 2006.

“THE CUSTOMER”		“BANCOMER”
THE MEXICO FUND INC		BBVA BANCOMER S.A., INSTITUCION DE BANCA MULTIPLE, GRUPO FINANCIERO BBVA BANCOMER
BY:	/s/ José Luis Gómez Pimienta	BY:	/s/ Carlos Pérez Flores
	JOSÉ LUIS GÓMEZ PIMIENTA		CARLOS PÉREZ FLORES
		BY:	/s/ Jaime Salgado Becerril
			JAIME SALGADO BECERRIL

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EX-99.K.1

Exhibit (k)(1)

THE MEXICO FUND, INC.

AMENDED AND RESTATED

ADMINISTRATIVE SERVICES AGREEMENT

AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT, dated as of the 8th day of March, 2006, between THE MEXICO FUND, INC. (hereinafter referred to as the “Fund”), and IMPULSORA DEL FONDO MEXICO, SC (hereinafter referred to as “Impulsora”).

W I T N E S S E T H:

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

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

NOW, THEREFORE, the parties agree as follows:

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

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

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

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

(c) provide to the office designated by the Fund all information necessary so that the Fund may maintain, in its offices in the United States, certain books and records of the Fund required under the 1940 Act and other applicable federal and state law, as shall be mutually agreed by the Fund and Impulsora, and review, verify and validate the information processed by the office designated by the Fund;

(d) design, maintain and update on a daily basis as necessary the Fund’s web site;

(e) provide investor relations services including: (i) telephone reception; (ii) responses to e-mails, mail, facsimile or other means of communication from the investment community; (iii) visits to investors and analysts and coordination of conference calls; and (iv) related services as requested from time to time by the Fund and agreed upon by Impulsora;

(f) assist the Fund in compliance with United States and Mexican tax laws and regulations, including: (i) meeting and corresponding with tax authorities in Mexico; and (ii) assisting the Fund’s U.S. auditors in providing the information required for the preparation and filing of any tax forms as required by the laws of the United States;

(g) assist in the maintenance of all Fund records in accordance with the requirements of the 1940 Act and other applicable federal and state law and, on a regular basis, participate in the compliance reviews undertaken directly by the Fund in conjunction with U.S. counsel;

(h) assist in the administration of the Fund’s securities lending activities, if any, maintain credit files and keep the books and records relating to this activity; and

(i) serve as the primary contact for regulatory authorities in the United States and Mexico in the event of an inspection carried out in the United States or Mexico.

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3. Impulsora shall also perform the following services in connection with the implementation and operation of the policy adopted by the Fund to conduct periodic in-kind repurchase offers of Fund shares:

(a) Planning Services

(i) assist in the preparation, revision and delivery of all information necessary to U.S. counsel in order to file the repurchase offer documents with the appropriate United States regulatory agencies;

(ii) visit U.S. brokers, the Depositary Trust Co. (“DTC”) and American Stock Transfer and Trust Co (“AST&T”) as necessary prior to any repurchase offer in order to coordinate operational issues;

(iii) participate in the review, analysis and selection of the service providers needed to conduct repurchase offers, including, but not limited to, the Information and Depositary Agents, and coordinating with the Fund’s Custodian (“Bancomer”), U.S. and Mexican legal counsel, and with the Fund’s independent accountants regarding the conduct of the repurchase offers;

(iv) meet with Mexican brokerage houses and custodians that will be the recipients of the Fund’s portfolio securities to explain the details of the repurchase offers, including calculation, transfer and legal issues of the in-kind payments so as to ensure efficient processing and transfer of repurchase offer proceeds to participating shareholder accounts;

(v) create and update as needed a computer program that provides in electronic form the information to be exchanged among Impulsora, the Fund, participating stockholders and other service providers with regard to the repurchase offers; and

(vi) assist U.S. or international brokers and Fund investors who desire to participate in the repurchase offer.

(b) Execution Services

(i) receive repurchase requests from the Depositary;

(ii) verify that the Mexican accounts indicated by shareholders exist and are authorized to receive the Fund’s portfolio securities;

(iii) define the number of underlying securities that will be delivered to every requesting shareholder, making the necessary adjustments to avoid transfers of odd lots and/or fractional shares;

(iv) deliver to each Mexican broker or custodian the signed instructions given by Fund shareholders approving the reception in their Mexican securities accounts of the corresponding Fund portfolio securities;

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(v) instruct Bancomer to deliver the Fund’s portfolio securities to every custodian or broker selected by shareholders;

(vi) make the necessary adjustments to the Fund’s books and records, following the representations made by the Fund to the United States Internal Revenue Service, and comply with all recording and presentation requirements; and

(vii) verify and adjust the computer program of “in kind” payments to comply with the “Blue-Sky” regulations in the United States.

All services to be furnished by Impulsora under this Agreement may be rendered by any directors, officers or employees, or any other agents, of Impulsora.

4. The Fund will pay Impulsora a fee, plus applicable taxes. For the services provided by Impulsora pursuant to Section 2 of this Agreement, the fee shall be computed at the end of each calendar month on the basis of the average daily value of the net assets of the Fund (as translated into U.S. Dollars) for such month, at the annual rate of 0.11% of average daily net assets. The fee will not be lower than the annual amount of $450,000. The fee shall be based on the average daily value of the net assets of the Fund for any period less than a full month during which this Agreement is in effect and shall be prorated according to the proportion which such period bears to a full month. Each fee payment and payment for applicable taxes shall be made within fifteen days after the end of each month.

5. The Fund will pay Impulsora an additional fee of $75,000, plus applicable taxes and reimbursement of all reasonable expenses incurred, per in-kind repurchase offer conducted as part of the Fund’s in-kind share repurchase policy for the services specified in Section 3 of this Agreement.

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6. Impulsora assumes no responsibility under this Agreement other than to render the services called for hereunder, and specifically assumes no responsibilities for investment advice or the investment or reinvestment of the Fund’s assets.

7. Impulsora shall not be liable for any error of judgment or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement.

8. Impulsora undertakes that it will not disclose any nonpublic personal information relating to the Fund’s shareholders to any third party (other than companies that perform fund accounting and/or marketing services for the Fund or financial institutions with whom the Fund has joint marketing arrangements) without the Fund’s prior written consent unless so required by law.

9. This Agreement shall become effective only when approved by vote of a majority of (i) the Board of Directors of the Fund, and (ii) the Directors who are not “interested persons” (as defined in the 1940 Act) of the Fund and who have no direct or indirect financial interest in this Agreement. This Agreement shall continue in effect through March 8, 2007 and thereafter shall continue automatically for successive annual periods, provided each such continuance is specifically approved by a vote of a majority of (i) the Fund’s Board of Directors and (ii) the Directors who are not “interested persons” (as defined in the 1940 Act) of the Fund and who have no direct or indirect financial interest in the Agreement. The Board of Directors will review on an annual basis the fee paid to Impulsora pursuant to Section 3 of this Agreement to determine whether an adjustment is needed based on the nature of the Fund’s in-kind repurchase offers.

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10. This Agreement may be terminated at any time, without payment of any penalty, by a vote of a majority of the outstanding voting securities of the Fund (as defined in the 1940 Act) or by a vote of a majority of the Directors of the Fund who are not “interested persons” (as defined in the 1940 Act) and who have no direct or indirect financial interest in this Agreement on 60 days’ written notice to Impulsora, or by Impulsora on 60 days’ written notice to the Fund.

11. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act).

12. Nothing in this Agreement shall limit or restrict the right of any director, officer or employee of Impulsora who may also be a director, officer or employee of the Fund to engage in any other business or to devote his time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict the right of Impulsora to engage in any other business or to render services of any kind to any other corporation, firm, individual or association.

13. The administrative services of Impulsora to the Fund under this Agreement are not to be deemed exclusive as to the Fund, and Impulsora, or any affiliate thereof, shall be free to render similar services to other investment companies and other clients (whether or not their investment objectives and policies are similar to those of the Fund) and to engage in other activities, so long as its services hereunder are not impaired thereby.

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14. During the term of this Agreement, the Fund agrees to furnish Impulsora at its principal office prior to the use thereof, all prospectuses, proxy statements, reports to stockholders, sales literature, or other material prepared for distribution to stockholders of the Fund or the public that refer in any way to Impulsora, and not to use such material if Impulsora reasonably objects in writing within five business days (or such other time as may be mutually agreed) after receipt thereof. In the event of termination of this Agreement, the Fund will continue to furnish to Impulsora copies of any of the above-mentioned materials that refer in any way to Impulsora. The Fund shall furnish or otherwise make available to Impulsora such other information relating to the business affairs of the Fund as Impulsora at any time, or from time to time, reasonably requests in order to discharge its obligations hereunder.

15. If any provisions of this Agreement or the application thereof to any party or circumstances shall be determined by any court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of this Agreement or the application of such provision to such person or circumstance, other than those as to which it is so determined to be invalid or unenforceable, shall not be affected thereby, and each provision hereof shall be valid and shall be enforced to the fullest extent permitted by law.

16. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, without reference to the conflicts of law provisions thereof.

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

THE MEXICO FUND, INC.
By:	/s/ Emilio Carillo Gamboa
Emilio Carrillo Gamboa
Chairman of the Board
IMPULSORA DEL FONDO MEXICO, SC
By:	/s/ José Luis Gómez Pimienta
José Luis Gómez Pimienta
Chief Executive Officer

- 8 -

EX-99.K.4

Exhibit (k)(4)

	1775 I Street, N.W.
	Washington, DC 20006-2401
	+1  202 261 3300 Main
	+1  202 261 3333 Fax
	www.dechert.com

March 8, 2006

The Mexico Fund, Inc.

1775 I Street, N.W.

Washington, DC 20006

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

Gentlemen:

Pursuant to a letter agreement dated June 22, 2000, as subsequently superseded on June 22, 2001, 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, 2001 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 dated March 9, 2005, entered into by and between Impulsora del Fondo Mexico, S.C. (“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

Boston Charlotte Harrisburg Hartford New York Newport Beach Palo Alto Philadelphia Princeton San Fransisco Washington DC

Brussels Frankfurt London Luxembourg Munich Paris

March 8, 2006

Page 2 of 3

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 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 stockholder 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 $1,800 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.

March 8, 2006

Page 3 of 3

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 regulation or orders of the United States Securities and Exchange Commission.

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 the extent, the provisions of this Agreement shall be deemed to be severable.

Very truly yours,
Dechert LLP
By:	/s/ Sander M. Bieber	March 8, 2006
	Sander M. Bieber	Date
Accepted:
THE MEXICO FUND, INC.
By:	/s/ José Luis Gómez Pimienta	March 8, 2006
	Authorized signature	Date

EX-99.N.3

Exhibit (n)(3)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned constitutes and appoints Sander M. Bieber, David J. Harris, Brendan C. Fox and Dilia M. Caballero and each of them, as his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution for such attorney-in-fact in such attorney-in-fact’s name, place, and stead, in any and all capacities, to sign any and all registration statements, exemptive applications, no-action letter requests and other regulatory filings made applicable to The Mexico Fund, Inc. (the “Fund”), and any amendments, exhibits, or supplements thereto, and to file and/or withdraw the same, with all other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person in his capacity as a Director or Officer of the Fund, hereby ratifying and confirming all that each said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and appoints Sander M. Bieber, David J. Harris, Brendan C. Fox and Dilia M. Caballero and each of them, as his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution for such attorney-in-fact in such attorney-in-fact’s name, place and stead, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person in his capacity as a Director or Officer of The Mexico Fund, Inc., hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney in the capacities and on the dates indicated.

NAME	TITLE	DATE
/S/ JOSE LUIS GOMEZ PIMIENTA	President, Director and Principal Executive Officer	March 8, 2006
José Luis Gómez Pimienta
/S/ ALBERTO OSORIO	Treasurer and Principal Financial and Accounting Officer	March 8, 2006
Alberto Osorio

/S/ EMILIO CARRILLO GAMBOA	Director	March 8, 2006
Emilio Carrillo Gamboa
/S/ EUGENIO CLARIOND	Director	March 8, 2006
Eugenio Clariond
/S/ CLAUDIO X. GONZÁLEZ	Director	March 8, 2006
Claudio X. González
/S/ ROBERT L. KNAUSS	Director	March 8, 2006
Robert L. Knauss
/S/ JAIME SERRA PUCHE	Director	March 8, 2006
Jaime Serra Puche
/S/ MARC J. SHAPIRO	Director	March 8, 2006
Marc. J. Shapiro

EX-99.R

Exhibit (r)

THE MEXICO FUND, INC.

IMPULSORA DEL FONDO MEXICO, SC

Code of Ethics

Amended and Restated

as of March 8, 2006

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TABLE OF CONTENTS

		Page
PART 1 - STATEMENT OF PRINCIPLES		4
1.1.	Standards of Business Conduct	4
1.2.	Conflicts of Interest	6
1.3.	Confidentiality	7
1.4.	Fair Dealing	7
1.5.	Corporate Opportunities	7
PART 2 - PURPOSES AND CONSEQUENCES OF NON-COMPLIANCE		7
PART 3 - CODE OF ETHICS		8
3.1.	Legal Requirements	8
3.2.	Definitions of Important Terms	8
3.3.	Who Is Covered by the Code and How Does It Work?	11
3.4.	What Accounts and Transactions Are Covered?	11
3.5.	What Securities Are Not Covered by the Code?	11
3.6.	What Transactions Are Prohibited by the Code?	12
A.	Prohibited Transactions — In General	12
B.	Specific Examples of Prohibited Transactions	12
	1.      Front-running:Trading Ahead of the Fund or Client	12
	2.      Scalping	12
	3.      Trading Parallel to the Fund or Client	12
	4.      Trading Against the Fund or Client	13
	5.      Use of Proprietary Information	13
	6.      Confidentiality of Fund Transactions	13
PART 4 - WHAT MUST BE DONE TO COMPLY WITH THE REPORTING REQUIREMENTS?		13
4.1.	Disclosure of Beneficial Ownership	13
4.2.	Reports and Notices	14
A.	Initial and Annual Reports of Ownership of Shares of Reportable Securities (Schedule B)	14
B.	Quarterly Transaction Reports (Schedule C)	14
C.	Initial, Annual and Transaction Reports - Non-Interested Directors	14
D.	Brokerage Accounts and Confirmations of Securities Transactions	15
E.	Submission of Brokerage Reports in Lieu of Schedules B and C	15
PART 5 - PRE-CLEARANCE REQUIREMENTS		15
PART 6 - SPECIAL PROVISIONS APPLICABLE TO PORTFOLIO PERSONS		16
6.1	Requirement to Disclose Interest and Method of Disclosure	16
A.	Blackout Period	16
B.	Securities Sold in an Initial Public Offering	16
C.	Interests in Partnerships and Securities Issued in Private Placements	16
D.	Short-Swing Trading	17
E.	Service as a Director	17

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F.	Acceptance of Gifts	17
6.2	Confidentiality of Fund Transactions	17
PART 7 - A REMINDER ABOUT THE ADVISER’S INSIDER TRADING POLICY		18
PART 8 - VIOLATIONS OF THE CODE		18
PART 9 - THE MEXICO FUND, INC. AND IMPULSORA DEL FONDO MEXICO, SC CODE OF ETHICS COMPLIANCE PROCEDURES		19
9.1.	Responsibilities of the CCO	19
A.	Pre-Clearance Standards	19
	1.      General Principles	19
	2.      Specific Standards	19
	(a)    Private Placements	19
	(b)    Open Orders	19
	(c)    Duration of Pre-Clearance	19
B.	Waivers by the CCO	20
C.	Continuing Responsibilities	20
D.	Periodic Responsibilities	20
E.	Annual Responsibilities	21
9.2.	Personnel Responsibilities and Procedures	21
A.	New Employees	21
B.	Supervisory Procedures for Effectuating Compliance	22
	1.      Annual Reports to Management	22
	2.      Records	22
	3.      List of Access Persons, Portfolio Persons and Supervised Persons	22
SCHEDULE A - DESIGNATION OF COMPLIANCE OFFICER		23
SCHEDULE B - INITIAL AND ANNUAL HOLDINGS REPORT		24
SCHEDULE C - REPORT OF QUARTERLY SECURITIES TRANSACTIONS		25
SCHEDULE D - PRIVATE PLACEMENT PURCHASE APPROVAL		26
SCHEDULE E - LIST OF ACCESS PERSON AND PORTFOLIO PERSONS		27
EXHIBIT A - INSIDER TRADING STATEMENT OF POLICY AND PROCEDURES		28
ACKNOWLEDGEMENT		30

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THE MEXICO FUND, INC.

IMPULSORA DEL FONDO MEXICO, SC

CODE OF ETHICS

AND

RELATED COMPLIANCE PROCEDURES

The Mexico Fund, Inc. (the “Fund”) and its adviser, Impulsora del Fondo México, SC (the “Adviser”), have adopted this Code of Ethics (the “Code”).

The Board of Directors of the Fund, including a majority of directors who are not “interested persons” of the Fund, as that term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”), must approve any material change to the Code based on a determination that the Code contains provisions reasonably necessary to prevent Access Persons (as defined herein) from engaging in conduct prohibited under Rule 17j-1 of the 1940 Act or this Code.

Before approving amendments to the Code, the Board of Directors must receive a certification from the Fund and the Adviser that the procedures under the Code are reasonably necessary to prevent Access Persons from violating the Code.

PART 1 - STATEMENT OF PRINCIPLES

The policy of the Fund and the Adviser is that the interests of shareholders and clients are paramount and come before the interests of any director, officer or employee of the Fund or any partner, officer or employee of the Adviser.¹

Personal investing activities of all directors, officers and employees of the Fund and the partners, officers and employees of the Adviser should be conducted in a manner to avoid actual or potential conflicts of interest with the Fund, its shareholders, and other clients of the Adviser, if any.

Directors, officers and employees of the Fund and officers and employees of the Adviser (“covered persons”)² shall not use their positions with the Fund or Adviser, or any investment opportunities they learn of because of their positions with the Fund or the Adviser, to the detriment of the Fund, its shareholders, and other clients of the Adviser, if any.

1.1. Standards of Business Conduct.

The policies and procedures contained in this Code have been designed and adopted to prevent fraudulent, deceptive and manipulative practices and to ensure compliance with the Federal Securities Laws and the fiduciary duties owed to the Fund. Access Persons and

¹ Since the Adviser is organized as a civil society, each member of the Adviser would be considered a “partner” for this purpose.

² Partners of the Adviser are not considered covered persons based on the characteristics of a Mexican civil society and an analysis of two relevant no action letters, W.R. Huff Asset Management Co., L.P. (pub. avail. 8/10/94) and The Ayco Company, L.P. (pub. avail. 12/14/95).

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Supervised Persons (both as defined in Section 3.2) are considered fiduciaries and as such, they have affirmative duties of care, honesty, loyalty and good faith to act in the best interests of the Fund. The interests of the Fund and any other clients of the Adviser are paramount and come before the personal interests of any Access Person or Supervised Person. Access Persons and Supervised Persons are expected to render disinterested advice, protect client assets (including nonpublic information about a client or a client’s account) and act always in the best interest of the Adviser’s clients including the Fund. Access Persons and Supervised Persons must also strive to identify and avoid conflicts of interest, however such conflicts may arise.

This Code applies to all Access Persons and Supervised Persons. The Code acknowledges the general principles that Access Persons and Supervised Persons:

(1) owe a fiduciary obligation to all clients;

(2) have the duty at all times to place the interest of all clients first and foremost; and

(3) must conduct their personal trading activities in a manner that avoids conflicts of interest or abuses of their position of trust and responsibility.

Access Persons and Supervised Persons must not:

(1) employ any device, scheme or artifice to defraud a client;

(2) make to a client any untrue statement of a material fact or omit to state to a client a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

(3) engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon a client;

(4) engage in any manipulative practice with respect to a client;

(5) use their positions, or any investment opportunities presented by virtue of their positions, to personal advantage or to the detriment of a client; or

(6) conduct personal trading activities in contravention of this Code or applicable legal principles or in such a manner as may be inconsistent with the duties owed to clients as a fiduciary.

This Code has been adopted to assure compliance with these restrictions.

Access Persons and Supervised Persons are required to comply with the Federal Securities Laws. However, Access Persons and Supervised Persons are expected to comply not merely with the “letter of the law,” but with the spirit of the law and this Code. Should you have any doubt as to whether this Code applies to you, you should contact the Chief Compliance Officer (“CCO”). The CCO is designated on Schedule A.

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1.2. Conflicts of Interest.

In order to enable the Fund and the Adviser to maintain the highest standards of corporate governance, generally each covered person should be free of relationships, activities or interests which conflict with, or appear to conflict with, the interests of the Fund, or in cases where the interests of the Fund and the Adviser are not in conflict, the Adviser, or may deprive the Fund and its stockholders of the loyalty of and fair dealing by covered persons.

A covered person shall not use corporate property, information or position in a manner that constitutes a conflict of interest or otherwise knowingly engage in a conflict of interest.

A “conflict of interest” means a personal interest of a covered person that interferes, or appears to interfere, in any way with the interests of the Fund, or in cases where the interests of the Fund and the Adviser are not in conflict, the Adviser. A conflict of interest includes, without limitation:

(1) An interest that has the potential to make it difficult for a covered person to perform his or her duties objectively;

(2) The receipt of improper personal benefit (i.e., a benefit not received by all other similarly situated covered persons or the stockholders of the Fund) from the Fund by a covered person (or a family member of a covered person) resulting from the covered person’s position with the Fund or the Adviser; and

(3) With respect to directors who are interested persons (as such term is defined by the 1940 Act) of the Fund, the substantial possibility of the receipt of compensation or other personal financial benefit (not derived from being a stockholder of the Fund) resulting from the approval of any contract or agreement of which the Fund is a party.

A “family member” of a covered person means:

(1) The spouse, parent, child, grandchild or sibling of the covered person or of the spouse of any of the foregoing;

(2) An individual having the same home as the covered person; or

(3) A trust or estate of which an individual specified in this Section B is a substantial beneficiary; or

(4) Trust, estate, incompetent, conservatee or minor of which the covered person is a fiduciary.

A conflict of interest shall not be found solely because a covered person is an interested person, as such term is defined by the 1940 Act, with respect to the Fund.

A covered person who has a conflict of interest or potential conflict of interest shall report in writing to the CCO that conflict within five days of the date on which the covered

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person knew or reasonably should have been expected to have learned or known of the conflict of interest or potential conflict.

1.3. Confidentiality.

A covered person shall maintain confidentiality of information entrusted to him or her by the Fund or the Adviser, except when disclosure is specifically authorized or legally mandated. Confidential information consists of all non-public information that may be of use to competitors or harmful to the Fund or Adviser if disclosed.

1.4. Fair Dealing.

A covered person, taking action in his or her capacity as a director, officer or employee of the Fund or as an officer or employee of the Adviser, as the case may be, or on behalf of any entity with which the covered person is affiliated, shall not take unfair advantage of the Fund, its stockholders, any of the Funds’ directors or officers, the Adviser, its stockholders or any of the Adviser’s partners or officers, through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other practices that would constitute unfair dealing.

1.5. Corporate Opportunities.

A covered person shall not take for himself or herself personally an opportunity that the Fund could realistically expect to obtain and develop and is discovered through the use of corporate property, information or position unless the covered person has presented the opportunity to the Fund’s Board in writing and the Fund’s Board has rejected the opportunity. The written opportunity report shall be filed with the minutes of the next regular or special meeting of the Fund’s Board.

Thereafter, a covered person shall not take for himself or herself personally an opportunity that the Adviser could realistically expect to obtain and develop and is discovered through the use of corporate property, information or position unless the covered person has presented the opportunity to the Adviser’s partners in writing and the Adviser’s partners have rejected the opportunity. The written opportunity report shall be filed with the minutes of the next regular or special meeting of the Adviser’s partners.

PART 2 - PURPOSES AND CONSEQUENCES OF NON-COMPLIANCE

It is important that you read and understand this document, because its overall purpose is to help all of us comply with the law and to preserve and protect the outstanding reputation of the Fund. This document was adopted to comply with Rule 17j-1 under the 1940 Act, Section 204A of the Advisers Act, Rule 204A-1 under the Advisers Act, and industry practice. Any violation of the Code, including engaging in a prohibited transaction or failing to file required reports, may result in disciplinary action, including, when appropriate, termination of employment.

Additionally, Federal Securities Laws require investment advisers to adopt policies and procedures to identify and prevent the misuse of material, non-public information. Therefore, the Adviser has developed and adopted an Insider Trading Statement of Policy and Procedures

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(attached as Exhibit A to this Code) which applies to officers and employees of the Adviser. Please also read Part 7 of the Code in this regard.

Any Access Person or Supervised Person who believes that a violation of this Code has taken place must promptly report that violation to the CCO. Access Persons and Supervised Persons may make these reports and no adverse action shall be taken against any such person making such a report in good faith.

PART 3 - CODE OF ETHICS

3.1. Legal Requirements

Section 17(j) of the 1940 Act,³ and Rule 17j-1 thereunder, make it unlawful for any affiliated person of the Fund or the Adviser in connection with the purchase or sale of a security “held or to be acquired” by the Fund:

(A) To employ any device, scheme or artifice to defraud the Fund;

(B) To make to the Fund any untrue statement of a material fact or omit to state to the Fund a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

(C) To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon the Fund; or

(D) To engage in any manipulative practice with respect to the Fund.

A security is “held or to be acquired” if within the most recent 15 days it (i) is or has been held by the Fund, or (ii) is being or has been considered by the Fund or the Adviser for purchase by the Fund; and any option to purchase or to sell, including any security convertible into or exchangeable for, such security.

Registered investment advisers are required by Rule 204A-1 under the Advisers Act to adopt a code of ethics which, among other things, sets forth the standards of business conduct required of their Supervised Persons and requires those Supervised Persons to comply with the Federal Securities Laws.

3.2. Definitions of Important Terms ⁴

For purposes of the Code, the terms below have the following meanings:

(A) 1933 Act - Securities Act of 1933, as amended.

³ Section 17(j) does not ban personal investing but rather authorizes the SEC to adopt rules and regulations necessary to prevent any trading practices that might prove fraudulent or manipulative. Pursuant to this authority, the SEC adopted Rule 17j-1.

⁴ Some of these definitions are repeated below at appropriate places to provide further clarity.

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(B) 1934 Act - Securities Exchange Act of 1934, as amended.

(C) 1940 Act - Investment Company Act of 1940, as amended.

(D) Access Person - Includes (1) any director or officer of the Fund or any officer of the Adviser; (2) any Supervised Person of the Adviser who (a) has access to nonpublic information regarding any clients’ purchase or sale of securities, or nonpublic information regarding the portfolio holdings of the Fund; or (b) is involved in making securities recommendations to clients or has access to such recommendations that are nonpublic; (3) any employee of the Fund or the Adviser (or any company in a control relationship to the Fund or the Adviser) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of Reportable Securities by the Fund or another client of the Adviser, or whose functions relate to the making of any recommendations with respect to such purchases or sales; (4) any natural person in a control⁵ relationship to the Fund or the Adviser who obtains information concerning recommendations made to the Fund with regard to the purchase or sale of Reportable Securities by the Fund; and (5) any other person who the CCO determines to be an Access Person.

(E) Adviser - Impulsora del Fondo México, SC.

(F) Advisers Act - Investment Advisers Act of 1940, as amended.

(G) Appropriate Analyst - Any securities analyst or portfolio manager making investment recommendations or investing funds on behalf of the Fund or any client of the Adviser, and who may be reasonably expected to recommend or consider the purchase or sale of a security for the Fund or other client.

(H) Automatic Investment Plan - Any program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation, including, but not limited to, any dividend reinvestment plan.

(I) Beneficial Ownership - Generally, a person has a beneficial ownership in a security if he or she, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in the security. There is a presumption of a pecuniary interest in a security held or acquired by a member of a person’s immediate family sharing the same household. “Beneficial ownership” has the same meaning as that term is used in Rule 16a-1(a)(2) under the 1934 Act (which governs the reporting requirements and short-swing trading liability of insiders of the Fund).⁶

⁵ Section 2(a)(9) defines “control” as “the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of any official position with such company.” Further, “any person who owns beneficially, either directly or through one or more controlled companies, Further, “any person who owns beneficially, either directly or through one or more controlled companies, more than 25 per centum of the voting securities of the company shall be presumed to control.”

⁶ You have received, under separate cover, a memorandum regarding your obligations under Section 16 of the 1934 Act, including your filing of Forms 3, 4 and 5.

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(J) Federal Securities Laws - Includes (1) the 1933 Act; (2) the 1934 Act; (3) the Sarbanes-Oxley Act of 2002; (4) the 1940 Act; (5) the Advisers Act; (6) Title V of the Gramm-Leach-Bliley Act; (7) any rules adopted by the SEC under the foregoing statutes; (8) the Bank Secrecy Act, as it applies to funds and investment advisers; and (9) any rules adopted under relevant provisions of the Bank Secrecy Act by the SEC or the U.S. Department of the Treasury.

(K) Fund - The Mexico Fund, Inc.

(L) Held or to be Acquired - Any Reportable Security that within the most recent 15 days (i) is or has been held by the Fund, or (ii) is being or has been considered by the Fund or the Adviser for purchase by the Fund; and any option to purchase or to sell, including any security convertible into or exchangeable for, such security.

(M) Officer - For purposes of the Code, an “officer” is any officer of the Fund or the Adviser (as defined in the By-Laws of the Fund or the Adviser, as applicable) who performs a policy-making function or any other person who performs similar policy-making functions for the Fund or the Adviser. Excluded from this definition are officers whose role is only ministerial in nature.

(N) Portfolio Person - Any employee of the Fund, who, in connection with his or her regular functions or duties, makes, participates in or obtains information regarding the purchase or sale of a security by the Fund, or whose functions relate to the making of any recommendations with respect to such purchases or sales. Portfolio Persons include portfolio managers, research analysts, traders, persons serving in equivalent capacities (such as management trainees), persons supervising the activities of Portfolio Persons, and those persons designated as such by the CCO.

(O) Reportable Security - Any and every security as defined in Section 202(a)(18) of the Advisers Act or Section 2(a)(36) of the 1940 Act except (1) direct obligations of the Government of the United States; (2) bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; (3) shares issued by U.S.-registered open-end investment companies (“mutual funds”); and (4) shares issued by U.S.-registered unit investment trusts that are invested exclusively in one or more mutual funds. Reportable Securities include any options or other derivatives related to that security. Reportable Securities also include exchange-traded funds, regardless of whether the exchange-traded fund is registered as an open-end investment company or as a unit investment trust. Shares of the Fund qualify as Reportable Securities and are subject to the pre-clearance and reporting requirements of the Code.

(P) SEC - U.S. Securities and Exchange Commission.

(Q) Supervised Person - Any (1) officer of the Adviser (or other person occupying a similar status or performing similar functions), or employee of the Adviser; or (2) other person who provides investment advice on behalf of the Adviser and is subject to the supervision and control of the Adviser. Contractors and consultants may, in certain circumstances, be deemed to be Supervised Persons.

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3.3. Who Is Covered by the Code and How Does It Work?

The Code covers all “Access Persons,” which is defined broadly in Part 3.2.D above. The Code works by prohibiting some transactions and requiring pre-clearance and reporting of most others. Independent Directors of the Fund⁷ do not have to pre-clear their transactions in Reportable Securities, and, in most cases, do not have to report their securities transactions.

3.4. What Accounts and Transactions Are Covered?

The Code covers all of your personal securities accounts and transactions in Reportable Securities. It also covers all securities and accounts in which you have “beneficial ownership.” A transaction by or for the account of your spouse or any other family member living in your home is considered to be the same as a transaction by you. Also, a transaction for any account in which you have any economic interest (other than the account of an unrelated client) is generally considered the same as a transaction by you. For example, if you invest in a corporation or other entity that invests in securities, that entity’s securities transactions are considered yours if you control the entity or have or share control over its investments. In a similar way, securities transactions of a trust or foundation of which you are a trustee, settlor, or beneficiary are considered yours if you have voting or investment control of its assets. Accordingly, each time the words “you” or “your” are used in this document, they apply not only to your personal transactions and accounts, but also to all transactions and accounts in which you have any direct or indirect beneficial interest. If it is not clear whether a particular account or transaction is covered, you must ask the CCO for guidance.

3.5. What Securities Are Not Covered by the Code?

As stated above, the term “Reportable Security” does not include direct obligations of the Government of the United States, bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements and shares issued by U.S. registered open-end investment companies. You are not required to pre-clear transactions involving securities that are not Reportable Securities but you may be required to report such transactions.

⁷ “Independent Director” means one who is not an “interested person” of the Adviser or the Fund under the 1940 Act. If you are an Independent Director, you need not report any securities transaction unless you knew, or should have known that, during the 15-day period before or after the transaction, the security was purchased or sold or considered for purchase or sale by the Fund. (See Part 4.1.C.3. below.)

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3.6. What Transactions Are Prohibited by the Code?

A. Prohibited Transactions - In General

You are prohibited from buying or selling, directly or indirectly, any Reportable Security in which you have beneficial ownership and which you knew or should have known at the time of such purchase or sale:

(1) is being considered for purchase or sale⁸ by the Fund; or

(2) is being purchased or sold by the Fund.

At a minimum, you are prohibited from executing a transaction involving a Reportable Security on a day during which the Fund has a pending “buy” or “sell” order in the same or a related security until the Fund’s order is executed or withdrawn.⁹ In addition to other penalties that might apply, you will be expected to give up any profits realized on such transaction.

B. Specific Examples of Prohibited Transactions¹⁰

1. Front-Running: Trading Ahead of the Fund or Client

You cannot front-run any trade of the Fund or a client. The term “front-run” means trading on the basis of non-public market information regarding a contemplated transaction by the Fund or a client, whether or not your trade and the Fund’s or client’s trade take place in the same market. Because you are prohibited from profiting for your personal account from a subsequent trade by the Fund, you may not (1) purchase a security if you intend, or know of the Fund’s intention, to purchase that security or a related security on behalf of the Fund or a client, or (2) sell a security if you intend, or know of the Fund’s intention, to sell that security or a related security on behalf of the Fund or a client.¹¹ In addition to other penalties that might apply, you will be expected to give up any profits on front-running transactions to the Fund for the benefit of the Fund or other clients.

2. Scalping

You cannot purchase a security with the intention of recommending that the security be purchased for the Fund or a client in a manner that results in a profit for you.

3. Trading Parallel to the Fund or Client

You cannot buy a security if you know that the same or a related security is being bought by the Fund or a client, or sell a security if you know that the same or a related security is being sold by the Fund or a client. In addition to other penalties that might apply, you will be expected to give up any profits on parallel transactions to the Fund for the benefit of the Fund or other clients.

⁸ A security is “being considered” for purchase or sale when a recommendation to purchase or sell a security has been made and communicated. In the event that you are making the recommendation to the Fund, at the point in time when you seriously consider making such recommendation to the Fund, the security is “being considered” for purchase or sale.

⁹ This specific prohibition must be read in conjunction with the general prohibitions on your personal trading activities under Rule 17j-1, as discussed in Part 3.1 above. Furthermore, if you are a Portfolio Person, you are also subject to a seven day blackout period (on trading in a Reportable Security) before and after the Fund trades in the same or a related Reportable Security. This blackout period is more fully described in Part 6 below.

¹⁰ It should be stressed that the activities described below generally would be prohibited by Section 17 of the 1933 Act, Rule 10b-5 of the 1934 Act, and Section 206 of the Advisers Act, in addition to Rule 17j-1 of the 1940 Act.

¹¹ See Part 9 for certain waivers of restrictions.

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4. Trading Against the Fund or Client

You cannot (1) buy a security if you know that the Fund or a client is selling the same or a related security, or has sold the security, or (2) sell a security if you know that the Fund or a client is buying the same or related security. In addition to other penalties that might apply, you will be expected to give up any profits on such transactions to the Fund for the benefit of the Fund or other clients.

5. Use of Proprietary Information

You cannot buy or sell any security if you have information concerning the security obtained in the course of your association with the Fund which you have not reported to the Appropriate Analyst, or if you cannot identify the Appropriate Analyst, to the CCO.

6. Confidentiality of Fund Transactions

If you obtain non-public information concerning the Fund’s portfolio, you must respect the confidential nature of this information and must not divulge it unless specifically authorized to do so by the President of the Fund.

PART 4 - WHAT MUST BE DONE TO COMPLY WITH THE REPORTING REQUIREMENTS?

Compliance with the following personal securities transaction reporting procedures is essential to enable us to meet our responsibilities to the Fund and other clients and to comply with regulatory requirements. You are expected to comply with both the letter and spirit of these requirements. You are not required, however, to make a report with respect to any securities held in accounts over which you had no direct or indirect influence or control. You are not required to make a transaction report with respect to transactions in Reportable Securities effected pursuant to an Automatic Investment Plan.

4.1. Disclosure of Beneficial Ownership

If you have any beneficial ownership in a security and you recommend to the Appropriate Analyst that the security be considered for purchase or sale by the Fund or a client, or if you carry out a purchase or sale of that security for the Fund or a client, you must disclose your beneficial ownership to the CCO and the Appropriate Analyst in writing before the purchase or sale, or before or simultaneously with the recommendation.

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4.2. Reports and Notices

A. Initial and Annual Reports of Ownership of Shares of Reportable Securities (Schedule B)

If you are an Access Person or a Portfolio Person, you must report on Schedule B (attached) any direct and indirect beneficial ownership of any Reportable Security, within 10 days of initially becoming an Access Person or Portfolio Person,¹² and by February 1st annually thereafter. You must also indicate the name of any broker, dealer or bank with whom you have maintained an account in which any securities (not just Reportable Securities) were held as of the date you became an Access Person. Annual reports must be current as of a date no more than 45 days prior to February 1 of the applicable year.

B. Quarterly Transaction Reports (Schedule C)

If you are an Access Person or Portfolio Person, you must submit quarterly reports of your transactions in Reportable Securities on Schedule C (attached) to the CCO. The reports must include copies of broker’s confirmations of the trades or other documentation evidencing trades as is customary in the market in which such trades take place (which may be sent under separate cover by the broker) showing all transactions in Reportable Securities in which you have, or by reason of the transaction acquire, any direct or indirect beneficial ownership, including transactions in a discretionary account. The reports must be filed with the CCO not later than 30 days after the end of each calendar quarter in which the transaction to which the report relates was effected, but need not show transactions for any account over which you had no direct or indirect influence or control. In addition, you must submit a quarterly report if you have established a securities account (regardless of whether the account will hold Reportable Securities) during the quarterly period, identifying the name of the broker, dealer or bank with whom the account was established and the date of establishment.

C. Initial, Annual and Transaction Reports - Non-Interested Directors

Directors of the Fund must file initial and annual holdings reports and quarterly transaction reports, except as provided below. If your only relationship to the Fund is that of a director of the Fund and you are not an “interested person” of the Fund as the term is defined in Section 2(a)(19) of the 1940 Act, you are not required to file initial or annual holdings reports. If your only relationship to the Fund is that of a Director of the Fund and you are not an “interested person” of the Fund or the Adviser as the term is defined in Section 2(a)(19) of the 1940 Act, you are not required to file quarterly transaction reports unless you knew or should have known that during the 15 day period before or after a transaction, the security was purchased or sold, or considered for purchase or sale by the Fund or the Adviser on behalf of the Fund.

¹² This obligation does not apply to any person who became an Access Person, a Supervised Person or a Portfolio Person prior to March 1, 2000.

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D. Brokerage Accounts and Confirmations of Securities Transactions

If you are an employee of the Fund or the Adviser, before you open an account with a broker-dealer or a bank, or place an initial order for the purchase or sale of securities with that broker-dealer or bank, you must: (i) notify the CCO, in writing, of your intention to open the account; (ii) notify the institution with which the account is opened, in writing, of your association with the Fund; and (iii) instruct the institution in writing to send the CCO duplicate copies of trade confirmations (or other documentation evidencing trades as is customary in the market in which such trades take place), statements and other information concerning the account.

E. Submission of Brokerage Reports in Lieu of Schedules B and C

In lieu of submitting Schedules B or C, you may submit brokerage reports provided such reports reflect the same information that would have been required to be provided in such Schedules. If you decide to use this alternative, you will be asked to represent, in writing, the fact that the brokerage reports you submit will include all information required to be provided in Schedules B or C, as applicable.

PART 5 - PRE-CLEARANCE REQUIREMENTS¹³

You cannot buy or sell any Reportable Security, including shares of the Fund, without first contacting the CCO in person or by fax, phone, or e-mail and obtaining his or her approval. A clearance is good for five business days, but may be extended in special circumstances as explained in Part 9, below. Pre-clearance of a transaction in shares of the Fund does NOT constitute a waiver of any other trading or reporting requirements that apply to the purchase or sale of Fund shares.

However, no pre-clearance is necessary for:

(1) any Reportable Security that is not listed on the BOLSA or related to a security listed on the BOLSA;

(2) transactions effected for an account or entity over which you do not have or share investment control;

(3) transactions in which you do not acquire or dispose of direct or indirect beneficial ownership;

(4) transactions effected as part of an Automatic Investment Plan; and

¹³ Independent Directors of the Fund do not have to pre-clear their securities transactions. For the definition of “Independent Director,” see note 6 above. It bears emphasis that this exception does not in any way affect your obligations under Rule 17j-1 as set forth in Parts 3.1 or 3.6 above or the prohibition against the misuse of inside information under Section 17 of the 1933 Act, Rule 10b-5 of the 1934 Act or Section 206 of the Advisers Act.

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(5) transactions effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired.

If you have any doubt whether you have or might acquire direct or indirect beneficial ownership or have or share investment control over an account or entity in a particular transaction, you should consult with the CCO before engaging in the transaction.

PART 6 - SPECIAL PROVISIONS APPLICABLE TO PORTFOLIO PERSONS

THE FOLLOWING ADDITIONAL PROVISIONS ARE APPLICABLE ONLY TO

PORTFOLIO PERSONS.

6.1 Requirement to Disclose Interest and Method of Disclosure

You must promptly disclose your direct or indirect beneficial interest in a security whenever you learn (by attendance at a meeting, receipt of a report or memo, or by other means) that the security is under consideration for purchase or sale by the Fund.

You must initially disclose that beneficial interest orally to the primary portfolio manager of the Fund, the Research Director, or the CCO. Following that oral disclosure, you must send a written acknowledgement of that interest to the primary portfolio manager, with a copy to the CCO.

A. Blackout Period

You cannot buy or sell a Reportable Security within seven calendar days before or after the Fund trades that security. In addition to other penalties that might apply, you will be expected to give up any profits you make from trading during this proscribed period.¹⁴

Notwithstanding the provision above, the CCO, at his own discretion, may waive the blackout period in instances where the Fund trades that security after you in circumstances where the CCO is able to determine that your trade(s) were (1) de minimis in nature, (2) did not affect and could not have affected the market price of the security, and (3) were not prohibited transactions under Part 3.6.B. of the Code.

B. Securities Sold in an Initial Public Offering

You cannot acquire securities in any initial public offering.

C. Interests in Partnerships and Securities Issued in Private Placements

You cannot acquire limited partnership interests or other securities in private placements unless you get the prior written approval of the CCO after he or she consults with an executive

¹⁴ It should be emphasized that this trading prohibition covers the period seven calendar days prior to a trade by the Fund, or a client, in the particular security, as well as, seven calendar days after the Fund or a client trades in that security.

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officer of the Fund or the Adviser.¹⁵ The CCO shall maintain the record and rationale for such approval for at least five years after the fiscal year in which the approval was granted.

D. Short-Swing Trading

You cannot profit from the purchase and sale or sale and purchase of the same, equivalent or related securities within 60 calendar days (“short-swing trading”). This restriction does not apply to trading within a shorter period to avoid losses. If you violate this prohibition you will be expected to give up all profits from these short swing trading transactions to the Adviser, for the benefit of the Fund.

E. Service as a Director

You cannot serve as a director of a publicly-traded company absent prior approval of the CCO after he or she consults with an executive officer of the Fund. Approval will be based on a determination that your board service would not be inconsistent with the interests of the Fund and its shareholders.

F. Acceptance of Gifts

You may not accept any gift or other gratuity of more than de minimis value (approximately US$100) from any person or entity that does business with or on behalf of the Fund or Impulsora.

6.2 Confidentiality of Fund Transactions

Information relating to the Fund’s portfolio and research activities is confidential. Whenever statistical information or research is supplied to or requested by the Fund or the Adviser, you must not disclose such information to any persons (other than authorized persons). Consideration of a particular purchase or sale for the account of the Fund shall not be disclosed except to authorized persons.

You must keep all securities transactions for the account of the Fund confidential and disclose them only on a “need to know” basis until the information is publicly released in the normal course of business.

If you obtain non-public information concerning the Fund’s portfolio, you must respect the confidential nature of this information and shall not divulge it unless specifically authorized to do so by the President of the Fund.

In order to assure maximum confidentiality:

(1) the President of the Fund, or such other officer of the Fund or of the Adviser as he or she may designate, shall have the responsibility of coordinating all transactions for the purchase and sale of securities for the account of the Fund;

¹⁵ See Parts 5 and 9 for pre-clearance procedures and Schedule D for the Private Placement Approval Form (attached).

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(2) all orders for the purchase or sale of securities for the account of the Fund shall be placed for execution by one or more employees of the Adviser specifically designated by the Adviser to do so;

(3) all records of the Fund’s transactions shall be kept in a secured place and shall not be released to anyone other than authorized persons; and

(4) a representative designated by the Adviser shall make such inspections as he or she may deem necessary in order to assure compliance with this Section.

PART 7 - A REMINDER ABOUT THE ADVISER’S INSIDER TRADING POLICY

The Code of Ethics is primarily concerned with transactions in securities held or to be acquired by the Fund or clients, regardless of whether those transactions are based on inside information or actually harm the Fund or a client.

The “Impulsora del Fondo México, SC Insider Trading Statement of Policy and Procedures” deals with the problem of insider trading in securities that could result in harm to the Fund, a client, or members of the public, and applies to all officers and employees of the Adviser. Although the requirements of the Code and the Insider Trading Policy are similar, you must comply with both if you are a Director, officer or employee of Impulsora.

The “Impulsora del Fondo México, SC Insider Trading Statement of Policy and Procedures” are attached to the Code as Exhibit A.

PART 8 - VIOLATIONS OF THE CODE

The Fund considers any violation of the Code a serious matter. The Code is designed to insure compliance with applicable law and to maintain shareholder confidence in the Fund.

However, not every violation of the Code is necessarily a violation of the law or the Fund’s Statement of Principles. Isolated or inadvertent violations of the Code not resulting in a violation of law or the Statement of Principles will be documented, referred to the appropriate CCO and/or management personnel, and disciplinary action commensurate with the violation, if warranted, will be imposed. A pattern of violations which individually do not violate the law or Statement of Principles, but which taken together demonstrate a lack of respect for the law and the Fund’s Statement of Principles, may result in termination of employment. A violation of the Code resulting in a violation of the law will be severely sanctioned, with disciplinary action including, but not limited to referral of the matter to the Board of Directors of the Fund, termination of employment or referral of the matter to the appropriate regulatory agency for civil and/or criminal investigation.

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PART 9 - THE MEXICO FUND, INC. AND IMPULSORA DEL

FONDO MEXICO, SC CODE OF ETHICS COMPLIANCE

PROCEDURES

This document sets forth the additional responsibilities and obligations of the CCO under the Fund’s Code of Ethics.¹⁶

9.1. Responsibilities of the CCO

A. Pre-Clearance Standards

1. General Principles

The CCO shall prohibit an Access Person from going forward with a proposed transaction for which pre-clearance has been sought and which is prohibited by the Code unless he or she determines that, considering all of the facts and circumstances, the prohibition is not necessary.

2. Specific Standards

(a) Private Placements

In considering requests by Portfolio Personnel for approval of limited partnerships and other private placement securities transactions, the CCO shall first review the Schedule D (attached) submitted by the Portfolio Person and then consult with an executive officer of the Adviser. In deciding whether to approve the transaction, the CCO and the executive officer shall take into account, among other factors, whether the investment opportunity should be reserved for the Fund or a client, and whether the investment opportunity is being offered to the Portfolio Person by virtue of his or her position with the Fund. If the Portfolio Person receives clearance for the transaction and the Adviser subsequently decides to invest in the security for the Fund or a client, the investment by the Fund shall not be made unless a Portfolio Person with no interest in the issuer approves the transaction.

(b) Open Orders

No clearance shall be given for any transaction on any day which the Fund has a pending buy or sell order in the same or a related security, until the order has been executed or withdrawn.

(c) Duration of Clearance

If the CCO approves a proposed securities transaction, the order for the transaction must be placed and effected within five business days. The CCO may, in his or her discretion, after consultation with a member of the senior management of the Adviser, extend the clearance period to thirty business days, beginning on the date of the approval, for all securities transactions of any Access Person of the Adviser, and who demonstrates that special

¹⁶ All defined terms shall have the same meaning as set forth in Part 3.2 above.

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circumstances make the extended clearance period necessary and appropriate. The Portfolio Person may seek renewal of the approval for a particular transaction for an additional thirty business days upon a similar showing of special circumstances. The CCO may rescind any approval or renewal of approval under this paragraph if he or she determines it is appropriate to do so.

B. Waivers by the CCO

The CCO may, in his or her discretion, after consultation with an executive officer of the Adviser, waive compliance by any person with the two thirty-day successive limitations on executing pre-cleared transactions (as discussed above), the prohibition on “front-running,” and the purchase and sale restrictions on trading parallel to or against a client, if he or she finds that such a waiver: (1) is necessary to alleviate hardship or in view of unforeseen circumstances and is otherwise appropriate under all the relevant facts and circumstances; (2) will not be inconsistent with the purposes and objectives of the Code; (3) will not adversely affect the interests of advisory clients of the Adviser, the interests of the Fund or its affiliates; and (4) is not likely to permit a transaction or conduct that would violate provisions of applicable laws or regulations.

Any waiver shall be in writing and shall state the basis for it.

C. Continuing Responsibilities

The CCO shall make a record of all requests for pre-clearance regarding the purchase or sale of a security, including the date of the request, the name of the Access Person, the details of the proposed transaction, and whether it was prohibited; and if prohibited, the CCO shall keep a record of any waivers given, including the reasons for each exception and a description of any potentially conflicting Fund or client transactions.

The CCO shall also collect and review the signed initial acknowledgements of receipt (attached) and the annual acknowledgements required by Paragraph 9.1.E. below, as well as reports on Schedules B and C of the Code. In addition, the CCO shall request from any broker-dealer described in Part 4.2.D. copies of all trade confirmations (or other documentation evidencing trades as is customary in the market in which such trades take place), statements, and other information with respect to an account opened and maintained with the broker-dealer by any employee of the Fund and/or the Adviser. The CCO shall preserve those acknowledgements and reports, the records of consultations and waivers, and the confirmations, statements and other information for the period required by applicable regulations.

D. Periodic Responsibilities

Each quarter, the CCO, or his or her designee, should conduct a review to verify that transaction reports have been filed by the Adviser’s personnel under his or her supervision. In addition, the CCO, or his or her designee, will review all quarterly transaction and initial and annual holdings reports. The CCO will periodically audit the contents of the reports filed and compare the information reported with portfolio securities traded for, and with positions held in, the Adviser’s client accounts, including investment companies and separate accounts. Following

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the receipt of any report on Schedule B or C, the CCO shall prepare a written report to the Board of Directors of the Fund, which sets forth the following:

(1) each transaction in a security which was held by or acquired by the Fund within 15 days before or after the date of the reported transaction or at a time when, to the knowledge of the CCO, the purchase or sale of the security was being considered, or which had not been approved by the CCO (other than a transaction under an Automatic Investment Plan), including any waivers to the blackout period granted pursuant to Part 6.1.A.;

(2) with respect to any transaction, although not required to be reported to the Board by the operation of sub-paragraph (1) above, that he or she believes nonetheless may evidence violation of a provision of the Code; or

(3) apparent violations of the reporting requirements.

The CCO shall also promptly report in writing to the Board of Directors of the Fund, all violations and apparent violations of Rule 17j-1 and/or Rule 204A-1.

The CCO will investigate any violation or potential violation reported by an Access Person or a Supervised Person and report violations the CCO determines to be material to the Adviser’s president and/or the Funds’ Board of Directors, as appropriate, with a recommendation of such action to be taken against any individual who is determined to have violated the Code, as is necessary and appropriate to cure the violation and prevent future violations. Other violations shall be handled by the CCO in a manner he or she deems to be appropriate.

Sanctions more severe than a warning or censure must be approved by the President of the Adviser or the Board, as applicable. The CCO will keep a written record of all investigations in connection with any Code violations including any action taken as a result of the violation. Sanctions for violations of the Code include: verbal or written warnings and censures, monetary sanctions, disgorgement, suspension or dismissal.

E. Annual Responsibilities

On an annual basis, the CCO shall distribute to each Access Person and each Supervised Person a copy of the Fund’s Code, including a new acknowledgement of receipt and forms for the reports required by Parts 4.1 and 4.2. of the Code (Schedules B and C), and shall report to the Board of Directors as required by Part 9.2.B.1 below. Upon each amendment of the Code, the CCO shall distribute a copy of the amended Code to all Access Persons, Supervised Persons and Portfolio Persons and require each recipient to provide a signed acknowledgement of their receipt of the amended Code.

9.2. Personnel Responsibilities and Procedures

A. New Employees

Before an individual is made a formal offer of employment, the Adviser shall provide the applicant with copies of the Code and the Adviser’s Insider Trading Statement of Policy and

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Procedures and make clear that the Adviser views that person’s willingness to adhere to them to be a condition precedent to accepting employment with the Adviser.

Legal counsel to the Fund and Adviser shall assist by responding to questions from prospective employees about the Code and the Insider Trading Statement of Policy and Procedures, including clearance of transactions, transaction reporting and insider trading questions, so that it is clear to the prospective employees what they can or cannot do as an employee of the Adviser.

Before formally commencing employment, a new hire shall normally be asked to acknowledge in writing, that he or she has received the Code and the Insider Trading Policy and Procedures, has read and understood them, and agrees to comply with them. (See the form of acknowledgement attached.)

B. Supervisory Procedures for Effectuating Compliance

The role of the CCO is critical to the implementation and maintenance of the Code.

1. Annual Reports to Management

Annually, the CCO shall review the effectiveness of the Code, and the Policy Statement on Insider Trading, as well as the continuing education programs for implementation and enforcement. At such time, the CCO shall furnish to the Board a written report for the Board’s consideration that (a) describes any issues arising under the Code during the annual period covered by such report, including, but not limited to, information about material violations of the Code and sanctions imposed in response to the material violations, and (b) certifies that the Fund and the Adviser have adopted procedures reasonably necessary to prevent Access Persons from violating the Code, or recommends any needed changes to the Code to management and the Board of Directors of the Fund.

2. Records

The Code of Ethics, a copy of any report by an Access Person, any written reports or memorandum by the CCO, and lists of all persons required to make reports shall be preserved with the Fund’s and the Adviser’s records for the period required by applicable regulations.

3. List of Access Persons, Portfolio Persons and Supervised Persons

The CCO shall maintain and update as necessary a list identifying all Access Persons, Portfolio Persons, and Supervised Persons which list shall be appended hereto as Schedule E.

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SCHEDULE A - DESIGNATION OF COMPLIANCE OFFICER

Lic. Carlos H. Woodworth*

* Lic. José Luis Gómez Pimienta shall serve in the role of Chief Compliance Officer as set forth in the Code with respect to matters under the Code pertaining to Lic. Woodworth (e.g., Lic. Gómez Pimienta shall review reports on Schedules B or C made by Lic. Woodworth, and shall administer the requirements of the Code with respect to any pre-clearance requests made by Lic. Woodworth).

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SCHEDULE B - INITIAL AND ANNUAL HOLDINGS REPORT

This report shall set forth the security name or description and security class of each Reportable Security holding in which you have a direct or indirect beneficial interest, including holdings by a spouse, minor children, trusts, foundations, and any account for which trading authority has been delegated to you, other than authority to trade for the Fund in or a client of the Adviser.

For the Year/Period Ended                                 

HOLDINGS

No. of Units Name of Security/CUSIP of Exchange Ticker Principal Amount Owned Exchange Traded On Broker, Dealer or Bank Name of Account⁽¹⁾ (if other than yourself)

I participate in the Dividend Reinvestment Plans of the following public companies:                                 

I maintain an account in which securities are held for my direct or indirect benefit with the following brokers, dealers or banks:

Name of reporting person:                                 

Signature:                                 

Date:                                 

Check here if this is an initial holdings report:                                 

FOOTNOTE

⁽¹⁾ Indicate by “NBI” under “Name of Account”, after indicating the name of the account, if you claim that the reported securities transactions should not be considered an admission that you have any direct or indirect beneficial ownership in such transactions.

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SCHEDULE C - REPORT OF QUARTERLY SECURITIES TRANSACTIONS

For Calendar Quarter Ending                     , 20    

Name of Security/CUSIP or Exchange Ticker (including interest rate and maturity date, if any) Date of Transaction No. of Units Principal Amount of Transaction Nature of Transaction (Purchase, Sale, Other¹) Price Name of Broker Dealer or Bank Through Whom Effected Approved by: (if applicable)

The above is a record of every transaction in a security in which I had or by reason of which I acquired any direct or indirect beneficial ownership as more fully defined in the Code of Ethics of the Fund and the Adviser during the quarter referred to above.

During the quarter referred to above, the following accounts were established for securities which I may be deemed to have a direct or indirect beneficial ownership:

Name of Broker, Dealer or Bank Where Account Was Established Date Account Was Established

Date:	Signature:
		(If signed, please type name)

Note 1. If the transaction is other than a sale or purchase, please explain the transaction below.

Note 2. This report shall not be construed as an admission by me that I have acquired any direct or indirect beneficial ownership in the securities involved in the transactions reported, which have been marked by me with an asterisk(*). Such transactions are reported solely to meet the standards imposed by Rule 17j-1 under the Investment Company Act of 1940 and/or Rule 204A-1 under the Investment Advisers Act of 1940.

Note 3. If you are providing copies of brokerage statements in lieu of the first table above, please indicate by checking here: ¨.

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CONFIDENTIAL

SCHEDULE D - PRIVATE PLACEMENT PURCHASE APPROVAL

(including Limited Partnerships)

1. Please list the name of the issuer.                                                      

2. What is the legal structure of the issuer (i.e., what type of security is being offered for purchase)?                                                                                                    

3. In what business sector is the issuer (e.g., its field of activities, such as financial groups or communications)?                                                                                                                   

4. When do you intend to make this investment?                                                                              

5. What is your cumulative investment to date?                                                                                  

6. Do you anticipate the purchasing of additional shares in this issuer?                                                                  

7. Do you have any liability to the issuer or in connection with the contemplated investment beyond what you expect to invest? If so, please explain.

8. To the best of your knowledge, is any client a co-investor or co-partner with you in this venture?                                                                                                         

9. I understand and agree that in the event that I receive approval to purchase these securities, I must disclose my personal investment if and when I play a part in the Fund’s subsequent consideration of an investment in this issuer.

Date Signed

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SCHEDULE E - LIST OF ACCESS PERSON AND PORTFOLIO PERSONS

Access Persons

Emilio Carrillo Gamboa*

Marc J. Shapiro *

José Luis Gómez Pimienta

Claudio X. González*

Robert L. Knauss*

Eugenio Clariond Reyes Retana*

Jaime Serra Puche*

Carlos H. Woodworth

Alberto Osorio

Eduardo Solano

Portfolio Persons

José Luis Gómez Pimienta

Carlos H. Woodworth

Alberto Osorio

Eduardo Solano

Guadalupe Villar

Supervised Persons

Víctor Delgado

Margarita Castro

Jesús Romero

Rosa Elvira Carrasco

* A Director of the Fund who is not an “interested person” of the Fund as defined under the Investment Company Act of 1940.

[March 8, 2006]

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EXHIBIT A

IMPULSORA DEL FONDO MEXICO, SC

INSIDER TRADING STATEMENT OF POLICY AND PROCEDURES

FOR OFFICERS, PARTNERS AND EMPLOYEES

I. Statement of Policy

Impulsora del Fondo Mexico, SC (the “Company”) forbids any officer or employee from trading directly or indirectly, either personally or on behalf of others, including client accounts, while in possession of material nonpublic information in violation of the law. Every officer and employee must read, retain and sign this Statement of Policy and Procedures. Any questions should be referred to Lic. Carlos H. Woodworth, the Company’s Chief Compliance Officer (“CCO”).

Generally, it is illegal to trade in securities while you are in possession of material nonpublic information that might affect the value of those securities or to transmit that information to others who trade in those securities. Because the law of insider trading involves a number of complex legal interpretations, the Company requires every officer or employee to confer with the CCO, before any securities transaction involving material nonpublic information is entered into. The CCO will determine whether proceeding with the proposed transaction would involve substantial risks that the transactions would violate the law. Every officer, partner and employee of the Company must follow the procedures described below or risk serious sanctions, including dismissal. Moreover, engaging in securities transactions involving material nonpublic information may subject you to substantial personal liability and criminal penalties, including jail sentences.

II. Procedures to Implement Policy Statement

A. Identifying Inside Information

Before trading for yourself or others, including accounts managed by the Company, in the securities of a company about which you may have material nonpublic, or “inside information,” ask yourself the following questions:

(1) Is the information material? That is, information that an investor would consider important in making his or her investment decision. Is this information that would substantially affect the market price of the securities if generally disclosed?

(2) Is the information nonpublic? To whom has this information been provided? Has the information been effectively communicated to the marketplace by, for example, being published in Reuters, The Wall Street Journal, El Financier, Excelsior, or other publications of general circulation?

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If, after consideration of the above, you believe that the information is material and nonpublic, or if you have questions as to whether the information is material and nonpublic, you should take the following steps.

(1) Report the matter immediately to the Company’s CCO.

(2) Do not purchase or sell the securities on behalf of yourself or others, including investment companies or accounts managed by the Company.

(3) Do not communicate the information inside or outside the Company, other than to the CCO.

(4) After the CCO has reviewed the issue, you will be instructed to continue the prohibitions against trading and communication, or you will be allowed to trade and communicate the information.

If, after consideration of the items set forth above you have any doubt as to whether information is material or nonpublic, or if there is any unresolved question as to the applicability or interpretation of the foregoing procedures, or as to the propriety of any action, you must discuss it with the CCO before trading or communicating the information to anyone.

The CCO can furnish you with more detailed information as to what constitutes material nonpublic information and the situations that give rise to liability for trading on such inside information.

B. Restricting Access to Material Nonpublic Information

Information in your possession that you identify as potentially material and nonpublic may not be communicated to anyone, including persons within the Company, except as provided in paragraph 1 above. In addition, care should be taken so that such information is secure. For example, files containing material nonpublic information should be sealed; access to computer files containing material nonpublic information should be restricted.

C. Acknowledgement

Each year you will be asked to sign an acknowledgement to the effect that you have read and understand, and certify that to the best of your knowledge, you have complied with this Insider Trading Statement of Policy and Procedures to the extent that it applied to you during the last year. You will also be asked to certify the you understand and acknowledge that any violation of the Insider Trading Policy may subject you to disciplinary action, including termination of employment.

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ACKNOWLEDGEMENT

CODE OF ETHICS AND POLICY STATEMENT ON INSIDER TRADING

To: Carlos H. Woodworth

I hereby acknowledge receipt of a copy of the Code of Ethics of The Mexico Fund, Inc. (the “Fund”) dated             , 20    , which I have read and understand, and certify that to the best of my knowledge, I have complied with the Code and the Insider Trading Statement of Policy and Procedures to the extent they have applied to me during the past year. I further understand and acknowledge that any violation of the Code or Insider Trading Policy, including engaging in a prohibited transaction or failure to file reports as required (See Schedules B or C), may subject me to disciplinary action, including termination of employment. If I elect to submit brokerage reports in lieu of a Schedule B or C, I represent that such brokerage reports will include all information required to be provided in such Schedules.

SIGNATURE

PRINT NAME

DATE

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