POS EX

As filed with the Securities and Exchange Commission on April 1, 2014

1933 Act File No. 333-187869

1940 Act File No. 811- 02409

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-2

x REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

¨ Pre-Effective Amendment No.     

x Post-Effective Amendment No. 3

and

x REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY OF 1940

Amendment No. 59

THE MEXICO FUND, INC.

(Exact Name of Registrant as Specified in Charter)

1900 K Street, NW

Washington, DC 20006

(Address of Principal Executive Offices)

(202) 261-7941

(Registrant’s Telephone Number, including Area Code)

Alberto Osorio

President

The Mexico Fund, Inc.

1900 K Street, NW

Washington, DC 20006

(Name and Address of Agent for Service)

Copies of Communications to:

Sander M. Bieber, Esq.

Dechert LLP

1900 K Street, NW

Washington, DC 20006

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

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

EXPLANATORY NOTE

This Post-Effective Amendment No. 3 to the Registration Statement on Form N-2 (File No. 333-187869) of The Mexico Fund, Inc. (the “Registration Statement”) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of filing exhibits to the Registration Statement. Accordingly, this Post-Effective Amendment No. 3 consists only of a facing page, this explanatory note and Part C of the Registration Statement on Form N-2 setting forth the exhibits to the Registration Statement. This Post-Effective Amendment No. 3 does not modify any other part of the Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 3 shall become effective immediately upon filing with the Securities and Exchange Commission. The contents of the Registration Statement are hereby incorporated by reference.

PART C

OTHER INFORMATION

Item 25. Financial Statements and Exhibits.

1. Financial Statements

Schedule of Investments as of October 31, 2013(1)

Statement of Assets and Liabilities as of October 31, 2013(1)

Statement of Operations for the fiscal year ended October 31, 2013(1)

Statements of Changes in Net Assets for the fiscal years ended October 31, 2013 and 2012(1)

Notes to Financial Statements(1)

Financial Highlights for a share of common stock outstanding during each of the fiscal years ended October 31, 2013, 2012, 2011, 2010 and 2009(1)

2. Exhibits

a) 1) Articles of Amendment and Restatement of the Articles of Incorporation dated February 27, 1998(2)

2) Articles Supplementary dated November 29, 2000(2)

3) Articles Supplementary dated December 4, 2003(2)

b) Amended and Restated Bylaws as of September 21, 2012 (3)

c) Not Applicable

d) Not Applicable

e) Amended and Restated Distribution Reinvestment and Stock Purchase Plan(7)

f) Not Applicable

g) Investment Advisory Agreement, dated April 1, 2014 between the Registrant and the Investment Adviser^*

h) Equity Distribution Agreement, dated June 12, 2013 among the Registrant, the Investment Adviser and UBS Securities LLC(10)

i) Not Applicable

j) 1) Amended and Restated Custody Agreement dated March 14, 2006 between Registrant and BBVA Bancomer, S.A.(6)

2) Custody Agreement between Registrant and Comerica Bank dated April 5, 2000(5)

3) Form of First Amended and Restated Foreign Custody Delegation Agreement between Registrant and the Investment Adviser (4)

k) 1) Amended and Restated Fund Services Agreement between Registrant and Impulsora del Fondo Mexico, S.C. dated March 7, 2007 and amended and restated as of June 30, 2009 and December 6, 2011(8)

2) Transfer Agency and Registrar Agreement between Registrant and American Stock Transfer and Trust Company dated July 6, 1989(5)

3) Service Agreement between Registrant and Dechert LLP dated December 6, 2011(8)

l) Opinion and Consent of Dechert LLP(9)

m) Not Applicable

n) Consent of PricewaterhouseCoopers LLP, the independent registered public accounting firm of the Registrant(9)

o) Not Applicable

p) Not Applicable

q) Not Applicable

r) 1) Code of Ethics of Registrant and the Investment Adviser adopted pursuant to Rule 17j-1 of the Investment Company Act of 1940(8)

s) 1) Power of Attorney dated June 7, 2011 (3)

2) Power of Attorney dated March 18, 2013(8)

* Filed herewith.

(1) Incorporated by reference to the Fund’s Annual Report to Stockholders.

(2) Incorporated by reference from Amendment No. 42 to Registration Statement under the Investment Company Act of 1940, filed September 16, 2004.

(3) Incorporated by reference from Form POS AMI filed on September 27, 2012.

(4) Incorporated by reference from Amendment No. 49 to Registration Statement under the Investment Company Act of 1940, filed March 12, 2007.

(5) Incorporated by reference from Amendment No. 43 to Registration Statement under the Investment Company Act of 1940, filed September 17, 2004.

(6) Incorporated by reference from Amendment No. 46 to Registration Statement under the Investment Company Act of 1940, filed May 17, 2006.

(7) Incorporated by reference from Form POS AMI filed on October 30, 2009.

(8) Incorporated by reference from Amendment No. 55 to Registration Statement under the Investment Company Act of 1940, filed April 11, 2013.

(9) Incorporated by reference from Amendment No. 57 to Registration Statement under the Investment Company Act of 1940, filed June 7, 2013.

(10) Incorporated by reference from Amendment No. 58 to Registration Statement under the Investment Company Act of 1940, filed June 12, 2013.

Item 26. Marketing Arrangements.

Not Applicable

Item 27. Other Expenses of Issuance and Distribution.

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

Registration fees	$	20,122
FINRA fees	$	23,000
NYSE listing fee	$	(1	)
Printing and Postage (including subscription certificates)	$	(1	)
Fees and expenses of qualifications under state securities laws (including fees of counsel)	$	(1	)
Legal fees and expenses	$	(1	)
Accounting fees and expenses	$	(1	)
Subscription Agent fee and expenses	$	(1	)
Information Agent fees and expenses	$	(1	)
Miscellaneous	$	(1	)
Total	$	(1	)*

(1) Expenses dependent upon amount of shares issued under the shelf registration.

(*) These expenses will be borne by the Fund unless otherwise specified in a prospectus supplement.

Item 28. Persons controlled by or under common control with Registrant.

None.

Item 29. Number of Holders of Securities.

Title of Class	Number of recordholders at March 31, 2014
Common Stock, par value $1.00 per share	1,615

Item 30. Indemnification.

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

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

The Registrant’s Bylaws obligate the Registrant to indemnify current or former directors, officers of the Registrant, employees and agents to the maximum extent permissible under the Maryland General Corporation Law. In addition, the Registrant may purchase insurance on behalf of any current or former director, officer, employee or agent of the Registrant with respect to certain liabilities. The Bylaws provide, however, that the Registrant’s directors, officers and certain agents shall not be indemnified against liability arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of their office or under any contract or agreement with the Registrant. The Registrant will not indemnify any such person unless the court or other body before which a proceeding is brought dismisses the proceeding for insufficiency of evidence or reaches a final decision on the merits that the person was not liable by reason of the disabling conduct or; absent such a decision, a reasonable determination is made, based upon a review of the facts, by a vote of a majority of a quorum of the Directors of the Registrant who are neither interested persons of the Registrant as defined in the Investment Company Act of 1940 nor parties to the proceeding; or if such quorum is not obtainable, or even if obtainable, if a majority of a quorum of such directors so direct, by independent legal counsel in a written opinion, that such person was not liable by reason of disabling conduct. The Bylaws further provide that the Registrant may pay expenses incurred in defending a proceeding involving a director, officer, employee or agent in advance of the final disposition of the proceeding upon the undertaking by such person to repay the expenses (unless it is ultimately determined that he or she is entitled to indemnification), if (1) such person provides adequate security for the undertaking, (2) the Registrant is insured against losses arising by reason of the advance or (3) a majority of a quorum of such disinterested directors, or independent legal counsel in a written opinion, determines, based on readily available facts, that there is reason to believe that such person will be found to be entitled to indemnification.

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

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

The Management and Administration Agreements, filed as Exhibits (g), (k)(1) and (k)(4) limit the liability of Registrant’s investment adviser and administrator.

Item 31. Business and other connections of the Investment Adviser

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

Item 32. Location of accounts and records.

Certain accounts, books and other documents required to be maintained pursuant to Section 31(a) of the Investment Company Act of 1940 and the Rules promulgated thereunder are maintained by the Fund’s Investment Adviser, Impulsora del Fondo Mexico, S.C., Aristóteles 77, 3rd Floor, Col. Polanco, 11560 México, D.F., México; and those relating to the duties of the transfer agent, dividend paying agent and registrar are maintained by American Stock Transfer & Trust Company, LLC, 6201 15th Avenue Brooklyn, NY 11219.

Item 33. Management services.

Not applicable.

Item 34. Undertakings.

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

(2) Not applicable.

(3) Not applicable.

(4) Registrant undertakes (a) to file, during and period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(1) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(2) to reflect in the prospectus any facts or events after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and

(3) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

(b) that for the purpose of determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(c) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; and

(d) that, for the purpose of determining liability under the Securities Act to any purchaser, if the Registrant is subject to Rule 430C: Each prospectus filed pursuant to Rule 497(b), (c), (d) or (e) under the Securities Act as part of a registration statement relating to an offering, other than prospectuses filed in reliance on Rule 430A under the Securities Act shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(e) that for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of securities:

The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser:

(1) any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 497 under the Securities Act.

(2) the portion of any advertisement pursuant to Rule 482 under the Securities Act relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

(3) any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

(5) Registrant undertakes that:

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

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

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

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this amended Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized on the 1st day of April 2014.

THE MEXICO FUND, INC. (Registrant)
By:	/s/ Alberto Osorio*
	Alberto Osorio
	President (Principal Executive Officer)

* Executed by Lisa R. Price, Attorney-in-Fact pursuant to Power of Attorney dated June 7, 2011.

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

Signatures	Title	Date
/s/ Emilio Carrillo Gamboa Emilio Carrillo Gamboa*	Chairman and Director	April 1, 2014
/s/ Jonathan Davis Arzac Jonathan Davis Arzac*	Director	April 1, 2014
/s/ Jóse Luis Gómez Pimienta Jóse Luis Gómez Pimienta*	Director	April 1, 2014
/s/ Claudio X. González Claudio X. González*	Director	April 1, 2014
/s/ Edward P. Djerejian Edward P. Djerejian**	Director	April 1, 2014
/s/ Marc J. Shapiro Marc J. Shapiro*	Director	April 1, 2014
/s/ Jaime Serra Puche Jaime Serra Puche*	Director	April 1, 2014

* Executed by Lisa R. Price, Attorney-in-Fact pursuant to Power of Attorney dated June 7, 2011.

** Executed by Lisa R. Price, Attorney-in-Fact pursuant to Power of Attorney dated March 18, 2013.

Exhibit List

(g) Investment Advisory Agreement

EX-99.G

Exhibit (g)

INVESTMENT ADVISORY AGREEMENT

THE MEXICO FUND, INC.

This Investment Advisory Agreement is made as of April 1, 2014 (“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 non-diversified, closed-end 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 long-term capital appreciation through investment in securities, primarily equity, listed on the Mexican Stock Exchange; and

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

WHEREAS, this Agreement was approved by a majority of the outstanding voting securities of the Corporation in accordance with the 1940 Act on March 20, 2014;

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 Services. The Adviser undertakes and agrees:

(a) to manage the investment and reinvestment of the assets of the Corporation, and to make available to the Corporation any necessary research and statistical data in connection therewith;

(b) to review, supervise and administer the investment program of the Corporation;

(c) to determine in its discretion the securities to be purchased or sold and the portion of the Fund’s assets to be held uninvested;

(d) to provide the Corporation with records concerning the Adviser’s activities which the Corporation is required to maintain;

(e) to supervise the selection of the brokers or dealers to carry out portfolio transactions for the Corporation;

(f) to give instructions to the custodian or sub-custodian of the Corporation appointed by the Board of Directors, as to deliveries of securities, transfer of currencies or payments of cash for the account of the Corporation, in relation to the matters contemplated by this Agreement;

(g) to render regular reports to the Corporation’s officers and Board of Directors concerning the Adviser’s discharge of the foregoing responsibilities; and

(h) to take, on behalf of the Corporation, all actions which appear to the Corporation necessary to effect the purchase and sale of securities for the Corporation and the supervisory functions listed above, including the placing of orders for the purchase and sale of securities for the Corporation.

The Adviser shall discharge the foregoing responsibilities subject to the control of the officers and the Board of Directors of the Corporation, and in compliance with the provisions of this Agreement, the Articles of Incorporation and By-Laws of the Corporation, each as amended or restated from time to time, and the Corporation’s stated investment objectives, policies and limitations.

3. Compensation. 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 based upon the average daily value of the net assets of the Fund and payable within fifteen days after the end of each calendar month, as set forth in Schedule A attached to this Agreement, as it may be amended from time to time in accordance with Section 8 below.

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

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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. The Adviser shall 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.

6. Duration and Termination. This Agreement shall become effective as of the date hereof, shall continue in effect through April 1, 2015, and, thereafter, if not sooner terminated, shall continue in effect from year to year, 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 (as such term is defined in the 1940 Act), 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.

7. Assignment. This Agreement shall automatically terminate in the event of its assignment (as such term is defined in the 1940 Act).

8. Amendments. This Agreement may be amended only with the approval by the affirmative vote of a majority of the Corporation’s Board of Directors as a whole and 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 amendment. Such an amendment shall require the affirmative vote of a majority of the outstanding voting securities of the Corporation (as such term is defined in the 1940 Act), to the extent required by the 1940 Act and the rules thereunder.

9. 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.

10. 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.

11. Prior Agreements. This Agreement supersedes all prior agreements between the parties relating to the subject matter hereof, and all such prior agreements are deemed terminated upon the effectiveness of this Agreement.

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12. 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.

13. Miscellaneous

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

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

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

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

(signature page follows)

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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 Carrillo Gamboa
	Emilio Carrillo Gamboa
	Chairman of the Board of Directors
IMPULSORA DEL FONDO MEXICO, SC
By:	/s/ Alberto Osorio
	Alberto Osorio
	President and Chief Executive Officer

SCHEDULE A

Fee Schedule

1. First twelve (12) months of operation:

During the first twelve (12) months after this Agreement has entered into force, as compensation for the investment advisory services to be rendered by the Adviser to the Corporation, the Corporation will pay the Adviser an advisory fee 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; 0.80% of such assets in excess of $400 million and up to and including $600 million; 0.70% of such assets in excess of $600 million and up to and including $800 million; and 0.60% of such assets in excess of $800 million (the “Base Fee”).

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 (15) days after the end of each month.

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”). The method of establishing such value shall be as set forth in the Corporation’s Pricing and Valuation Procedures, as they may be amended from time to time.

2. Beginning in the 13^th month of operation:

Performance Adjustment. The Base Fee is calculated daily and paid monthly. The Base Fee will be adjusted proportionately upward or downward each day based upon the investment performance of the Corporation calculated over a rolling 12-month performance period (the “Performance Period”) in accordance with Rule 205-1(a) under the Advisers Act (the “Investment Performance”) relative to the investment record of the Fund’s performance index (the “Index”) over the same Performance Period calculated in accordance with Rule 205-1(b) under the Advisers Act. The Index of the Corporation initially designated by the Board is the Morgan Stanley Capital International Mexico Index. A performance adjustment factor is applied to the average net assets of the Fund over the Performance Period each day a daily fee is calculated. The resulting dollar figure will be added to or subtracted from the Base Fee

depending on whether the Fund experienced better or worse performance than the Index.

In the event that the MSCI Mexico Index is materially modified, disrupted or terminated, or the Board determines that another securities index is a more appropriate measure of performance of equity securities listed on the Mexican Stock Exchange, the Board shall, by a vote of the Directors voting in person, including a majority of those Directors who are not “interested persons” (as defined in the 1940 Act) of any party to this Agreement, replace the MSCI Mexico

Index with another index or other measure of performance of equity securities listed on the Mexican Stock Exchange, which computes the value and performance of such securities, using the same or a substantially similar method of calculation as used in the calculation of the MSCI Mexico Index. In such event, after ten days’ written notice to the Investment Adviser, a successor index may be substituted for the Index in calculating the Performance Adjustment. It is acknowledged that a change in the performance index may alter the subsequent return of the index measure, but performance prior to the change in the performance index will continue to be based on the former performance index.

The performance adjustment factor shall be equal to 0.025% per percentage point that the Investment Performance of the Corporation exceeds the Investment Record of the Index by 2 percentage points during the trailing 12-month period ending on the last business day of the prior month and 0.025% per percentage point that the Investment Performance of the Corporation trails the Investment Record of the Index by 2 percentage points during the trailing 12-month period ending on the last business day of the prior month. The maximum performance adjustment factor is 0.20%. Accordingly, if the Investment Performance of the Corporation exceeds or trails the Investment Record of the Index by 10 percentage points during the trailing 12-month period ending on the last business day of the prior month, the performance factor for the month following that 12- month period will be 0.20%.

The following table illustrates the method used to calculate the Corporation’s performance adjustment factor and corresponding advisory fees at different levels of Investment Performance against the Investment Record of the Index, assuming the Corporation’s assets remain constant at $400 million over the Performance Period:

Percentage point Difference between Investment Performance and Investment Record	Performance Adjustment Factor from Base Fee	Effective Fee, as adjusted, on an Annualized Basis
+10	+0.200	1.150%
+9	+0.175	1.125%
+8	+0.150	1.100%
+7	+0.125	1.075%
+6	+0.100	1.050%
+5	+0.075	1.025%
+4	+0.050	1.00%
+3	+0.025	0.975%
+/- 2	0.00	0.950%
-3	-0.025	0.925%
-4	-0.050	0.900%
-5	-0.075	0.875%
-6	-0.100	0.850%
-7	-0.125	0.825%
-8	-0.150	0.800%
-9	-0.175	0.775%
-10	-0.200	0.750%

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