Edgar Filing: MEXICO FUND INC

--------------------------------
\ OMB APPROVAL \
\------------------------------\
\ OMB Number: 3235-0059 \
\ Expires: January 31, 2002 \
\ Estimated average burden \
\ hours per response....13.12 \
--------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [_]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

-------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

-------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):

-------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

-------------------------------------------------------------------------

(5) Total fee paid:

-------------------------------------------------------------------------

[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

-------------------------------------------------------------------------

(2) Form, Schedule or Registration Statement No.:

-------------------------------------------------------------------------

(3) Filing Party:

-------------------------------------------------------------------------

(4) Date Filed:

-------------------------------------------------------------------------

Notes:

Reg. (S) 240.14a-101.

SEC 1913 (3-99)

THE MEXICO FUND, INC.

1775 Eye Street, N.W.
Washington, DC 20006-2401

Notice of Annual Meeting of Shareholders

March 22, 2001

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
"Meeting") of The Mexico Fund, Inc. (the "Fund") will be held at 30 Rockefeller
Plaza, 23/rd/ Floor, New York, New York, 10112 on March 22, 2001 at 2:00 P.M.
for the following purposes:

(1) To elect three Directors;

(2) To ratify the selection of Arthur Andersen LLP as
independent public accountants of the Fund for its
fiscal year ending October 31, 2001;

(3) To consider a shareholder proposal that the
shareholders of the Fund recommend that the Board
of Directors consider implementing a policy that on
any business day, any unit of one hundred thousand
shares (100,000) of the Fund's stock may be delivered
to the Fund in exchange for proportionate amounts of
the underlying assets (securities and money)
represented by the unit (adjusted for accrued but
unpaid income and expenses); and

(4) To transact such other business as may properly come
before the Meeting or any adjournment thereof.

The Board of Directors fixed the close of business on February 16, 2001
as the record date for the determination of shareholders entitled to notice of,
and to vote at, the Meeting or any adjournment thereof, and only holders of
record of shares at the close of business on that date are entitled to notice
of, and to vote at, the Meeting and any adjournment thereof.

You are cordially invited to attend the Meeting. All shareholders are
requested to complete, date and sign the enclosed form of proxy and return it
promptly in the envelope provided for that purpose. The enclosed proxy is being
solicited on behalf of the Board of Directors of the Fund.

By Order of the Board of Directors,

Samuel Garcia Cuellar
Secretary

New York, New York
Dated: February 22, 2001

--------------------------------------------------------------------------------
PLEASE RESPOND - YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO
ATTEND THE MEETING, PLEASE COMPLETE, SIGN AND MAIL THE PROXY IN THE MANNER
PROVIDED. IT IS IMPORTANT THAT YOU RETURN YOUR PROXY AS SOON AS POSSIBLE TO
ASSURE THAT YOUR PROXY WILL BE VOTED AND TO AVOID ANY ADDITIONAL EXPENSE TO THE
FUND OF FURTHER SOLICITATION.
--------------------------------------------------------------------------------

PROXY STATEMENT
THE MEXICO FUND, INC.

1775 Eye Street, N.W.
Washington, DC 20006-2401

----------

Annual Meeting of Shareholders

March 22, 2001

----------

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation
of proxies on behalf of the Board of Directors of The Mexico Fund, Inc. (the
"Fund"), a Maryland corporation, to be voted at the Annual Meeting of
Shareholders of the Fund (the "Meeting") to be held at 30 Rockefeller Plaza,
23rd Floor, New York, New York, 10112 on March 22, 2001 at 2:00 P.M. and at any
adjournment thereof. The approximate mailing date of this Proxy Statement is
February 22, 2001. The report for the fiscal year ended October 31, 2000,
including financial statements, was previously mailed to shareholders on
December 20, 2000. To request a copy of the annual report, please visit the
Fund's web site at www.themexicofund.com or contact the Fund's Information Agent
at: Morrow & Co., Inc., 14755 Preston Road - Suite 725, One Signature Place,
Dallas, Tx 75240, (800) 224-4134. A representative of Arthur Andersen LLP, who
is expected to be present at the Meeting, will have an opportunity to make a
statement if he or she desires to do so and will be available to answer
questions.

All properly executed proxies received prior to the Meeting will be
voted at the Meeting in accordance with the instructions marked on the proxies.
Unless instructions to the contrary are marked thereon with respect to each
Proposal, a properly executed proxy will be voted FOR Proposals 1 and 2 but
AGAINST Proposal 3. The appointed proxies will vote in their discretion on any
other business as may properly come before the meeting or any adjournment or
postponements thereof.

For purposes of determining the presence of a quorum for transacting
business at the Meeting, abstentions and broker non-votes (that is, proxies from
brokers or nominees indicating that such persons have not received instructions
from the beneficial owner or other persons entitled to vote shares on a
particular matter with respect to which the brokers or nominees do not have
discretionary power) will be treated as shares that are present.

Approval of each of the Proposals requires the affirmative vote of a
majority of the shares cast at the Meeting. Under Maryland law, abstentions do
not constitute a vote "for" or "against" a matter and will be disregarded in
determining the "votes cast" on all proposals. For purposes of Proposal 1 and 2,
broker non-votes will be voted FOR each Proposal. For purposes of Proposal 3,
broker non-votes do not constitute a vote "for" or "against" the Proposal and
will be disregarded in determining the "votes cast" on the Proposal.

Any shareholder giving a proxy has the right to attend the Meeting to
vote his or her shares in person (thereby revoking any prior proxy) and also the
right to revoke the proxy at any time by written notice received by the Fund
prior to its exercise.

In the event that the necessary quorum to transact business at the
Meeting is not obtained or a quorum is present at the Meeting but sufficient
votes to approve any of the proposals are not received, the proxy holders may
propose one or more adjournments of the Meeting to permit further solicitation
of proxies. Any adjournment will require the affirmative vote of a majority of
those shares present at the Meeting in person or by proxy. If the necessary
quorum is not obtained, the persons named as proxies will vote in favor of the
adjournment. If a quorum is present, the proxy holders will vote proxies which
vote for any proposal with respect to which insufficient votes for approval have
been received in favor of such an adjournment, and will vote those proxies
required to be voted against such a proposal, against adjournment. A shareholder
vote may be taken on one or more of the proposals in this Proxy Statement prior
to any adjournment if sufficient votes have been received for approval. In the
event any of the proposals are not approved by shareholders, the Board of
Directors of the Fund will consider appropriate action.

The Board of Directors has fixed the close of business on February 16,
2001 as the record date for the determination of shareholders entitled to notice
of, and to vote at, the Meeting and at any adjournment thereof. Shareholders on
the record date will be entitled to one vote for each share held. As of October
31, 2000, the Fund had outstanding 49,052,125 shares of common stock, par value
$1.00 per share. To the best of the Fund's knowledge based on filings made with
the Securities and Exchange Commission, as of October 31, 2000, the beneficial
owners of more than five percent (5%) of the voting securities of the Fund are
the following:

-----------------------------------------------------------------------------------------------------------------

Name and Address Number of Shares Percentage (%) of the Fund's
Beneficially Owned outstanding shares
-----------------------------------------------------------------------------------------------------------------

Presidents and Fellows of Harvard College. 7,190,901 14.66%
600 Atlantic Avenue Boston, MA 02210
-----------------------------------------------------------------------------------------------------------------
Mira, L.P. 3,116,700 6.35%
One Chase Manhattan Plaza, 42/nd/ Floor,
New York, New York 10005
-----------------------------------------------------------------------------------------------------------------

The State Teachers Retirement Board of Ohio. 2,890,561 5.89%
275 East Broad Street, Columbus, Ohio 43215
-----------------------------------------------------------------------------------------------------------------

-2-

PROPOSAL 1: ELECTION OF DIRECTORS

The Board of Directors of the Fund is divided into three classes of
Directors, as nearly equal in number as possible, each of which serves for three
years with one class being elected each year. Each year the term of office of
one class will expire. The terms of office of Messrs. Claudio X. Gonzalez, Jose
Luis Gomez Pimienta and Robert L. Knauss expire this year. Messrs. Gonzalez,
Gomez Pimienta and Knauss have been nominated as Class II Directors for a three
year term expiring in 2004. The nominees have indicated an intention to serve if
elected and have consented to be named in this Proxy Statement.

The Board of Directors of the Fund knows of no reason why any of these
nominees would be unable to serve, but in the event of any such unavailability,
the proxies received will be voted for such substituted nominees as the Board of
Directors may recommend. The Fund's Directors and executive officers
beneficially own less than 0.1% of the Fund's common stock. None of the
Directors, with the exception of Mr. Jose Luis Gomez Pimienta, is an "interested
person" of the Fund as defined in the Investment Company Act of 1940, as amended
(the "1940 Act").

The nominees for election as Class II Directors are as follows:

Class II (Term Expiring in 2004):

Shares of Common
Principal Occupation Stock Beneficially
for Past Five Years Director Owned on
Name and Address and Other Directorships Age Since 01/31/01(1)
---------------- ----------------------- --- ----- -----------

Claudio X. Gonzalez++ Chairman of the Board and Chief 66 1981 10,000
Lagrange 103 Executive Officer, Kimberly-Clark de
11560 Mexico, D.F., Mexico Mexico, S.A. de C.V. (consumer
products); Director, Banco Nacional de
Mexico, S.A. (bank); Director,
Kimberly-Clark Corp. (U.S.A.); Director,
Kellogg Company (food products);
Director, General Electric Co.
(industrial and financial products);
Director, Planet Hollywood Int. (theme
entertainment); Director, Unilever, PLC
and Unilever N.V. (consumer products);
Director, Telefonos de Mexico, S.A. de
C.V. (telecommunications);

-3-

Director, Grupo Televisa, S.A. de C.V.
(broadcasting); Director, America
Movil (Telecommunications); Member,
International Advisory Council, J.P.
Morgan. Formerly Supervisory Director,
The First Mexico Income Fund, N.V.;
Director Fondo Mexico de Deuda de Largo
Plazo, S.A. de C.V.; Fondo Mexico de
Deuda de Corto Plazo, S.A. de C.V. and
Fondo Mexico de Capitales, S.A. de C.V.
(Mexican investment companies).

Jose Luis Gomez Pimienta* President, The Mexico Fund, Inc.; 61 1989 7,295
Aristoteles 77, 3/rd/ Floor Chairman of the Board and Director
Col. Polanco General, Impulsora del Fondo Mexico, S.A.
Mexico, 11560 Mexico, D.F., Mexico de C.V. (investment adviser); Director
and member of the Executive Committee,
Bolsa Mexicana de Valores, S.A. de C.V.
(Mexican Stock Exchange). Formerly President
and Supervisory Director, The First Mexico
Income Fund N.V.; Chairman of the Board and
Director General, Impulsora del Fondo Mexico
Controladora, S.A. de C.V. (holding company);
Chairman of the Board and Director General,
Impulsora Capital Markets, S.A. de C.V.
(investment adviser); Chairman of the Board
and Director General, Impulsora de Fondos
Mexicanos, S.A. de C.V. (mutual fund sponsor);
Vice Chairman of the Board of Fondo Mexico de
Deuda de Largo Plazo, S.A. de C.V., Fondo
Mexico de Deuda de Corto Plazo, S.A. de C.V.
and Fondo Mexico de Capitales, S.A. de C.V.
(Mexican investment companies).

-4-

Principal Occupation Shares of Common Stock
for Past Five Years Director Beneficially Owned on
Name and Address and Other Directorships Age Since 01/31/01(1)
---------------- ----------------------- --- ----- -----------

Robert L. Knauss++ Chairman of the Board and Chief 69 1985 2,299
5151 San Felipe Executive Officer, Baltic International
Suite 1661 USA, Inc. (investments); Chairman of
Houston, TX 77056 the Board, Philips Service Corp.
(industrial services); Director,
Equus Ltd. II (investment). Formerly,
Dean and Distinguished University Professor,
University of Houston Law School; Dean,
Vanderbilt Law School; Director, Allwaste
Inc. (environmental services); Director,
ENRON (energy).

1) The information as to beneficial ownership is based on statements
furnished to the Fund by the Directors. All shares listed in this table
are owned with sole voting and investment power, and in the aggregate
represent less than 1/10 of 1% of the total shares outstanding of
common stock as of January 31, 2001.
++ Audit Committee and Nominating and Corporate Governance Committee
member.
* Director is an "interested person" (as defined in the 1940 Act
("interested director")). Mr. Gomez Pimienta is deemed to be an
interested director by reason of his affiliation with the Fund's
investment adviser, Impulsora del Fondo Mexico, S.A. de C.V. (the
"Adviser").

Continuing Directors

The balance of the current Directors consists of two Class I and Class
III Directors, none of whom is a nominee for election at the Meeting and all of
whom will continue in office after the Meeting for the terms shown below. The
Directors are as follows:

-5-

Class I (Term Expiring in 2003):

Philip Caldwell++ Retired Chairman & CEO, Ford Motor 81 1991 5,014
Ford Motor Company Company (automobiles); Director,
225 High Ridge Road Mettler-Toledo, Inc. (manufacturer of
West Building, Suite 180 scales and other weighing instruments);
Stamford, CT 06905 Director, Waters Corporation
(manufacturers of scientific instruments);
Director, Russell Reynolds Associates, Inc.
(executive recruitment). Formerly
Director and Senior Managing Director,
Lehman Bros. Inc. (investment banking);
Director, Chase Manhattan Corp., Chase
Manhattan Bank, NA (banking), Digital
Equipment Corporation (computer technology),
Federated Department Stores, Inc. (retailing),
Kellogg Company (food products) and
Zurich Holding Company of America, Inc.
(insurance). Member of The Business
Council; formerly member, Policy
Committee of The Business Roundtable,
Trilateral Commission, U.S. Trade
Representative Advisory Committee for
Trade Negotiations, Mexico-U.S. Business
Committee. Laureate National Business
Hall of Fame.

-6-

Jaime Serra Puche++ Senior Partner, Serra and Associates 50 1997 1,625
Edificio Plaza International (law and economics
Prolongacion Paseo de la consulting firm); Trustee, Yale
Reforma 600-103 University; Director, Tubos de Acero
Santa Fe de Mexico, S.A. de C.V. (steel
01210 Mexico, D.F., Mexico manufacturing); Director, Alcatel-Indetel,
S.A. de C.V. (telecommunications equipment);
Partner, Centros de Arbitrajes (arbitration);
Director, Vitro, S.A. de C.V. (glass
manufacturer); Director, Grupo
Ferroviario Mexicano, S.A. de C.V.
(railways). Formerly, Secretary of
Finance (Mexico); Weinberg Visiting
Professor, Princeton University;
Secretary of Trade and Industry
(Mexico); Minister in charge of
negotiations for Mexico, North American
Free Trade Agreement and the trade
agreements entered into by Mexico with
Chile, Bolivia, Venezuela, Colombia and
Costa Rica, and Distinguished Visiting
Associate, Carnegie Endowment for
International Peace.

-7-

Class III (Term Expiring in 2002):

Juan Gallardo T.++ Chairman of the Board, Grupo 53 1985 10,000
Monte Caucaso 915 Embotelladoras Unidas S.A. de C.V.
4/th/ Floor (bottling); Coordinator, Mexican Business
Lomas de Chapultepec Council for the North American Free Trade
11000 Mexico, D.F., Mexico Agreement (NAFTA); Director, Clevite de
Mexico, S.A. de C.V. (auto parts); Director,
Nacional de Drogas (pharmaceutical distribution
company); Director, Bombardier Concarrill
(manufacturing); Vice Chairman, Home Mart de
Mexico S.A. de C.V. (retail trade); Director,
Lafarge Coppe (cement and biotechnology); Director,
Caterpillar Inc. (farming equipment). Formerly
Chairman of the Board of Supervisory Directors, The
First Mexico Income Fund N.V.; Chairman of the Board,
Fondo Mexico de Deuda de Largo Plazo, S.A. de C.V.,
Fondo Mexico de Deuda de Corto Plazo, S.A. de C.V.
and Fondo Mexico de Capitales, S.A. de C.V. (Mexican
investment companies), Chairman of the Board, Grupo
Azucaro Mexico, S.A. de C.V. (filed under Mexican law
for creditor protection May 9, 2000) (sugar production).

-8-

Agustin Santamarina V. Of Counsel, Santamarina y Steta (law 74 1981 2,400
++Edificio Omega firm); Chairman of the Board,
Campos Eliseos 345, 2/nd/ Floor Alcatel-Indetel, S.A. de C.V.
11560 Mexico, D.F. Mexico (telecommunications equipment);
Vice-Chairman of the Board,
Kimberly-Clark de Mexico, S.A. de C.V.
(consumer products); Director, Grupo
Carso, S.A. de C.V. (diversified holding
company); Director, Grupo Mexico, S.A.
de C.V. (mining and railroads);
Director, Grupo Condumex, S.A. de C.V.
(electronic cables and auto parts);
Director, SanLuis Corporacion, S.A. de C.V.
(mining and auto parts); Director, Alfa, S.A.
de C.V. (diversified holding company). Formerly
Director, Fondo Mexico de Deuda de Corto
Plazo, S.A. de C.V. and Fondo Mexico de
Capitales, S.A. de C.V. (Mexican
investment companies).

-----------------------

(1) The information as to beneficial ownership is based on statements
furnished to the Fund by the Directors. All shares listed in this table
are owned with sole voting and investment power, and in the aggregate
represent less than 1/10 of 1% of the total shares outstanding of
common stock as of January 31, 2001.
++ Audit Committee and Nominating and Corporate Governance Committee
member.

The Fund has a standing Audit Committee and a Nominating and Corporate
Governance Committee. The Audit Committee is composed entirely of Directors who
are not "interested persons" of the Fund or the Fund's investment adviser within
the meaning of the 1940 Act, and who are "independent" as defined in the New
York Stock Exchange listing standards. The Audit Committee reviews both the
audit and non-audit work of the Fund's independent public accountants, submits
recommendations to the Board of Directors as to the selection of independent

-9-

public accountants, and reviews compliance of the Fund with regulations of the
Securities and Exchange Commission and the Internal Revenue Service, and other
related matters.

The Fund adopted an Audit Committee Charter on December 6, 1999, a copy
of which is attached to this Proxy Statement as Exhibit A. The Audit Committee
has received written disclosures and the letter required by Independence
Standards Board No.1 from Arthur Andersen LLP, the Fund's independent auditors,
and has discussed with Arthur Andersen LLP its independence. The Audit Committee
has also reviewed and discussed the audited financial statements with Fund
management and Arthur Andersen LLP, and discussed certain matters with Arthur
Andersen LLP addressed by Statements on Auditing Standards No. 61. Based
on the foregoing, the Audit Committee recommended to the Board of Directors that
the Fund's audited financial statements be included in the Fund's Annual Report
for the fiscal year ended October 31, 2000.

The Nominating and Corporate Governance Committee recommends
nominations for membership on the Board of Directors. It evaluates candidates'
qualifications for Board membership and, with respect to nominees for positions
as independent directors, their independence from the Fund's investment adviser
and other principal service providers. It periodically reviews director
compensation and will recommend any appropriate changes to the Board as a group.
This Committee also reviews and may make recommendations to the Board relating
to those issues that pertain to the effectiveness of the Board in carrying out
its responsibilities in governing the Fund and overseeing the management of the
Fund. The Nominating and Corporate Governance Committee does not consider
candidates for the Board of Directors suggested by stockholders.

During the Fund's fiscal year ended October 31, 2000, the Board held
four regular meetings, four telephonic special meetings, two Audit Committee
meetings and one Nominating and Corporate Governance Committee meeting. Each
Director then in office attended 75% or more of the aggregate number of regular
and special meetings of the Board.

During the fiscal year ended October 31, 2000, the Fund paid each
Director, with the exception of Mr. Gomez Pimienta (who is not compensated for
his services as Director), an annual retainer of $12,000 and $2,000 per meeting
attended. The Fund also paid a $1,500 per diem fee to each Director for travel
required to attend a Board meeting and reimbursed all Directors, with the
exception of Mr. Gomez Pimienta, for out-of-pocket expenses relating to
attendance at meetings. The aggregate amount of fees paid and expenses
reimbursed to the Directors for the twelve-month period ended October 31, 2000
was $283,696.

The following table sets forth the aggregate compensation (not
including per diem fees and expense reimbursement) paid by the Fund to each
Director (other than Mr. Gomez Pimienta, who receives no director fees or other
compensation for services as a director of the Fund) during the fiscal year
ended October 31, 2000, as well as the total compensation paid by the Fund to
each Director.

-10-

Total
Pension or Compensation
Aggregate Retirement Benefits From Fund
Compensation Accrued as Part of Complex Paid
Name of Director from Fund Fund Expenses to Directors*
---------------- ------------ ------------------ ---------------

Juan Gallardo T. $24,000 None $24,000
Philip Caldwell 28,000 None 28,000
Claudio X. Gonzalez 28,000 None 28,000
Robert L. Knauss 28,000 None 28,000
Agustin Santamarina V. 28,000 None 28,000
Jaime Serra Puche 24,000 None 24,000

* There are no other funds in the Fund Complex.

----------------------

The Fund has adopted a policy that half of the annual retainer paid by
the Fund to its Directors is used by each Director to purchase Fund shares on
the secondary market. All Board members have complied with this policy.

The officers of the Fund and their principal occupations for the past
five years are: Jose Luis Gomez Pimienta (age 61), President (since 1981), who
also serves as Chairman of the Board and Director General of the Adviser, Samuel
Garcia-Cuellar (age 58), Secretary (since 1981), who is a partner of Creel,
Garcia-Cuellar y Muggenburg, S.C., Mexican counsel to the Fund, Secretary of the
Adviser and a Director of Grupo Modelo (beverages); and Carlos Woodworth Ortiz
(age 57), who is Treasurer and Compliance Officer of the Fund (since 1981), and
a Deputy Director of the Adviser, and an Alternate Director of the Bolsa
Mexicana de Valores, S.A. de C.V. (Mexican Stock Exchange). Additional officers
of the Fund are: Hector Trigos (age 40), Vice President, Research (since 1999),
who also serves as Director of Research of the Adviser; Alberto Osorio (age 33),
Vice President, Finance (since 1999), who also serves as Director of Finance of
the Adviser; and Eduardo Solano, (age 32), Vice President, Investor Relations
(since 1999), who also serves as Director of Economic Research of the Adviser.
These officers have all served as Officers of the Adviser for the past five
years. Allan S. Mostoff (age 68) and Sander M. Bieber (age 50), partners of
Dechert, U.S. counsel to the Fund, are Assistant Secretaries of the Fund (since
1981 and 1989, respectively). The officers of the Fund serve at the discretion
of the Board of Directors.

The Board of Directors recommends that shareholders vote FOR the
election of each of the three nominees to the Fund's Board of Directors.

PROPOSAL 2: SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors, upon recommendation of the Audit Committee, has
selected Arthur Andersen LLP as independent public accountants to examine the
financial statements of the Fund for the fiscal year ending October 31, 2001.
Audit services performed by Arthur Andersen LLP during the most recent fiscal
year included examination of the financial statements of the Fund, review of
filings with the Securities and Exchange Commission and preparation of tax
returns.

-11-

During the fiscal year ended October 31, 2000, the Fund incurred the following
fees for services provided by Arthur Andersen LLP:

--------------------------------------------------------------------------------

Audit Fees Financial Information Systems
Design and Implementation Fees All Other Fees

--------------------------------------------------------------------------------

$84,533 None $31,900
--------------------------------------------------------------------------------

During the Adviser's last fiscal year (calendar year 2000), Arthur
Andersen LLP provided audit and tax services to the Adviser and was paid an
aggregate amount of $53,122.

The Audit Committee has considered whether the provision of the
services covered under the column "All Other Fees" is compatible with
maintaining Arthur Andersen LLP's independence.

The Fund knows of no direct or indirect interest of such firm in the
Fund. A representative of Arthur Andersen LLP will be present at the Meeting and
will have the opportunity to respond to questions from shareholders.

The Board of Directors recommends that shareholders vote FOR the
ratification of the selection of Arthur Andersen LLP as independent public
accountants.

PROPOSAL 3: SHAREHOLDER PROPOSAL

Mr. and Mrs. Marshall and Pamela Feiring, 6916 Barnack Drive,
Springfield, VA 22152, have submitted the following proposal for inclusion in
this Proxy Statement. Such shareholders claim beneficial ownership of 390 shares
of common stock.

That the shareholders of the Fund recommend that the Board of Directors
consider implementing a policy that on any business day, any unit of one hundred
thousand shares (100,000) of the Fund's stock may be delivered to the Fund in
exchange for proportionate amounts of the underlying assets (securities and
money) represented by the unit (adjusted for accrued but unpaid income and
expenses).

The shareholder has requested that the following statement be included
in the Proxy Statement in support of the proposal:

The proposal reduces the effect of the Fund's market discount by
allowing stockholders to withdraw their share of the Fund's assets and sell them
for full value. A similar right has already been implemented with respect to
SPDRs,1 which are stock in investment companies that operate like closed-end
funds. SPDRs trade on the American Stock Exchange with relatively no market
discount, suggesting the proposal will also benefit shareholders who do not
withdraw Fund

_____________________
/1/ A registered trademark of the McGraw-Hill Companies.

-12-

assets. In addition, the proposal has a distinct advantage over other measures
for reducing the Fund's discount. A shareholder exercising the withdrawal right
does not compel the Fund to sell shares, which means the Fund does not have to
liquidate its portfolio under inopportune market conditions or under conditions
that could result in large taxable gains. See Aaron Lucchetti, In Closed-Ends, a
Possible Way To Get Rid of Discounts to NAV, Wall St. J., Apr, 10, 2000, at R
14.

The Board of Directors unanimously recommends that shareholders vote AGAINST
Proposal No. 3.

OTHER MATTERS

The Board of Directors does not know of any other matters that may be
presented for action at the meeting, but should any other matter requiring a
vote of shareholders arise, including any question as to an adjournment of the
Meeting, the persons named in the enclosed proxy will vote thereon according to
their best judgment in the interests of the Fund.

ADDITIONAL INFORMATION

Investment Advisory and Administrative Services

The Adviser. Impulsora del Fondo Mexico, S.A. de C.V. (the "Adviser"),
77 Aristoteles Street, 3rd Floor, Polanco, 11560 Mexico D.F., Mexico, has served
as the investment adviser of the Fund from the time the Fund was established in
1981. Pursuant to the Investment Advisory and Management Agreement between the
Fund and the Adviser, the Adviser receives an advisory fee at the rate of 0.85%
of the Fund's average daily net assets up to $200 million, 0.70% of such assets
between $200 million and $400 million, and 0.60% of such assets in excess of
$400 million. For the fiscal year ended October 31, 2000, total advisory fees
paid by the Fund to the Adviser aggregated $7,533,012.42 based on average net
assets for the fiscal year of approximately $1,135,769,434.42. The Adviser is a
Mexican corporation incorporated in 1980 in order to serve as investment adviser
to the Fund, and was a wholly owned subsidiary of Impulsora del Fondo Mexico
Controladora, S.A. de C.V. until October 13, 2000 when the two companies merged.

Pursuant to an Administrative Services Agreement, effective April 1,
1994, which was amended and restated as of August 31, 2000, the Adviser also
provides certain administrative services to the Fund which were previously
performed by the Fund's Trustee, including the determination and publication of
the net asset value of the Fund, the provision of assistance to the Fund to
enable the Fund to maintain its books and records in accordance with applicable
United States and Mexican law and the provision of assistance to the Fund's
auditors in the preparation and filing of tax reports and returns. The Fund pays
the Adviser an annual fee of $350,000 plus

-13-

applicable taxes, as compensation for services provided under the Administrative
Services Agreement.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended, and
Section 30(h) of the 1940 Act require the Fund's officers and Directors,
Adviser, affiliates of the Adviser, and persons who beneficially own more than
ten percent of a registered class of the Fund's securities ("Reporting
Persons"), to file reports of ownership of the Fund's securities and changes in
ownership with the Securities and Exchange Commission and the New York Stock
Exchange. Reporting Persons are also required by such regulations to furnish the
Fund with copies of all Section 16(a) forms they file.

Based solely on its review of the copies of such forms received by it
and written representations of certain Reporting Persons, the Fund believes that
during fiscal year 2000, its Reporting Persons complied with all applicable
filing requirements.

EXPENSES

The expense of preparation, printing and mailing of the enclosed form
of proxy and accompanying Notice and Proxy Statement will be borne by the Fund.
The Fund will reimburse banks, brokers and others for their reasonable expenses
in forwarding proxy solicitation material to the beneficial owners of the shares
of the Fund. In order to obtain the necessary quorum and shareholder
participation at the Meeting, supplementary solicitation may be made by mail,
telephone, telegraph or personal interview by officers or agents of the Fund.

VOTE REQUIRED

The presence in person or by proxy of the holders of a majority of the
outstanding shares of the Fund is required to constitute a quorum at the
Meeting. Election of Directors (Proposal 1), ratification of the selection of
independent public accountants (Proposal 2), and shareholder proposal (Proposal
3), will require the approval of the majority of votes validly cast at the
Meeting.

SHAREHOLDER PROPOSALS

If a shareholder intends to present a proposal at the 2002 Annual
Meeting of Shareholders of the Fund and desires to have the proposal included in
the Fund's Proxy Statement and form of proxy for that meeting, the shareholder
must deliver the proposal to the offices of the Fund by October 23, 2001 for
consideration by the Fund.

Shareholders wishing to present proposals at the 2002 Annual Meeting of
Shareholders of the Fund not to be included in the Fund's proxy materials should
send written notice to the Secretary of the Fund of such proposals by December
21, 2001 but no earlier than November 21, 2001 in the form prescribed in the
Fund's By-Laws.

-------------

-14-

SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO
WISH TO HAVE THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED
PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF
MAILED IN THE UNITED STATES.

By Order of the Board of Directors,

Samuel Garcia Cuellar
Secretary

Dated: February 22, 2001

-15-

EXHIBIT A

The Mexico Fund, Inc.
Audit and Compliance Committee Charter
--------------------------------------

Mission
-------

The mission of the Audit and Compliance Committee (the "Committee") of
the Mexico Fund, Inc. is to oversee the Fund's accounting and financial
reporting policies and practices, its internal controls and, as appropriate, the
internal controls of certain service providers, and to oversee the quality and
objectivity of the Fund's financial statements and the independent audit
thereof. The Committee will also report to the Board of Directors (the "Board"),
if necessary, any relationships between the auditor and the Fund, or any other
relationships, which come to the Committee's attention that may adversely affect
the independence of the auditor.

The function of the Committee in this capacity is oversight; it is the
responsibility of the Fund and the Fund's investment adviser to maintain
appropriate systems for accounting and internal control, and the responsibility
of the Fund's independent auditors to plan and carry out a proper audit.

The independent auditors are directly accountable to the Committee and
to the Board.

Committee Membership
--------------------

The Committee shall be composed of at least three independent directors
with the qualifications indicated below. The President of the Fund, although not
a member of the Committee, will nonetheless be expected to have a significant
role in assisting the Committee to

-16-

discharge its responsibilities, including ensuring adequate access to, and
support from, the staff of the Fund's investment adviser, Impulsora del Fondo
Mexico.

Qualifications of Committee Members
-----------------------------------

The Committee must have at least three independent directors. Independent
directors may not be officers of the Fund and should be free of any
relationships that would interfere with the exercise of independent judgment. A
director with any of the following relationships will not be considered
independent for this purpose:

(a) Employee. A director who is an employee (including non-employee
--------
executive officers) of the Fund or any of its affiliates may not serve on the
Committee until three years following the termination of his or her employment.
An affiliate includes a subsidiary, sibling company, predecessor, parent
company, or former parent company.

(b) Business Relationship. A director (i) who is a partner, controlling
---------------------
shareholder, or executive officer of an organization that has a business
relationship with the Fund, or (ii) who has a direct business relationship with
the Fund (e.g., a consultant) may serve on the Committee only if the Fund's
Board determines in its business judgment that the relationship does not
interfere with the director's exercise of independent judgment. In making a
determination regarding the independence of a director pursuant to this
paragraph, the Board will consider, among other things, the materiality of the
relationship to the Fund, to the director, and, if applicable, to the
organization with which the director is affiliated.

"Business relationships" can include commercial, industrial, banking,
consulting, legal, accounting and other relationships. A director can have this
relationship directly with the Fund, or the director can be a partner, officer
or employee of an organization that has such a

-17-

relationship. The director may serve on the Committee without the above-
referenced Board determination after three years following the termination of,
as applicable, either (1) the relationship between the organization with which
the director is affiliated and the Fund, (2) the relationship between the
director and his or her partnership status, shareholder interest or executive
officer position, or (3) the direct business relationship between the director
and the Fund.

(c) Cross Compensation Committee Link. A director who is employed as an
---------------------------------
executive of another corporation where any of the Fund's executives serves on
that Fund's compensation committee may not serve on the Committee.

(d) Immediate Family. A director who is an immediate family member of an
----------------
individual who is an executive officer of the Fund or any of its affiliates
cannot serve on the Committee until three years following the termination of
such employment relationship. An immediate family member includes a person's
spouse, parents, children, siblings, mothers and fathers-in-law, sons and
daughters-in-law, brothers and sisters-in-law, and anyone (other than employees)
who shares such person's home.

Notwithstanding the requirements of Parts (a) and (d) above, one director
who is no longer an employee or who is an immediate family member of a former
executive officer of the Fund or its affiliates, but is not considered
independent pursuant to these provisions due to the three-year restriction
period, may be appointed, under exceptional and limited circumstances, to the
Committee if the Fund's Board determines in its business judgment that
membership on the Committee by the individual is required in the best interests
of the Fund and its shareholders, and

-18-

the Fund discloses, in the next annual proxy statement subsequent to such
determination, the nature of the relationship and the reasons for that
determination.

Each member of the Committee must be financially literate, or become
financially literate within a reasonable period of time after his or her
appointment to the Committee, as such qualification is interpreted by the Fund's
Board in its business judgment. At least one member of the Committee must have
accounting or related financial experience, as the Fund's Board interprets such
qualification in its business judgment.

Duties and Powers
-----------------

To carry out its mission, the Committee shall, to the extent it deems
appropriate, carry out the following functions:

1. to recommend annually to the Board the selection, retention or termination of
independent auditors and, in connection therewith, to evaluate the
independence of the auditors, including whether the auditors provide any
consulting, auditing or tax services to the investment manager, and to
receive the auditors' specific representations as to their independence,
delineating all relationships between the auditor and the Fund, consistent
with Independence Standards Board ("ISB") Standard No. 1./2/ This should
include information on whether the independent auditor performs any
significant non-auditing services for the Fund. The Committee is responsible
for actively engaging in a dialogue with the auditor with respect to

_______________________
/2/ ISB Standard No. 1 requires the auditor to annually: (1) disclose to the
Committee, in writing, all relationships between the auditor and its
related entities and the Fund and its related entities that in the
auditor's professional judgment may reasonably be thought to bear on
independence; (2) confirm in the letter that, in its professional judgment,
it is independent of the Fund within the meaning of the Securities Acts
administered by the SEC; and (3) discuss the auditor's independence with
the audit committee.

-19-

any disclosed relationships or services that may impact the objectives and
independence of the auditor and for taking, or recommending that the full
Board take, appropriate action to oversee the independence of the outside
auditor;

2. to recommend new independent auditors, should it prove necessary, subject to
ratification by the Board and shareholder approval, if required;

3. to meet with the Fund's independent auditors, including private meetings, as
necessary (i) to review the arrangements for and scope of the annual audit
and any special audits, and the fees proposed to be charged in connection
with such services, (ii) to discuss any matters of concern relating to the
Fund's financial statements, including any adjustments to such statements
recommended by the auditors, or other results of said audit(s), including any
adjustments to such statements recommended by the auditors, or other results
of said audit(s), including matters required to be discussed by the
Statements on Auditing Standards ("SAS") No. 61,/3/ (iii) to consider the
auditors' comments with respect to the Fund's financial policies, procedures
and internal accounting controls and management's responses thereto, (iv) to
review the form of opinion the auditors propose to render to the Board and
shareholders, and (v) to review the performance of the auditor;

_____________________
/3/ SAS 61 requires independent auditors to communicate certain matters related
to the conduct of an audit to those who have responsibility for oversight
of the financial reporting process, specifically the audit committee. Among
the matters to be communicated to the audit committee are: (1) methods used
to account for significant unusual transactions; (2) the effect of
significant accounting policies in controversial or emerging areas for
which there is a lack of authoritative guidance or consensus; (3) the
process used by management in formulating particularly sensitive accounting
estimates and the basis for the auditor's conclusions regarding the
reasonableness of those estimates; and (4) disagreements with management
over the application of accounting principles, the basis for management's
accounting estimates, and the disclosures in the financial statements.

-20-

4. to consider the effect upon the Fund of any changes in accounting
principles or practices proposed by management or the auditors;

5. to review the fees charged by the auditors for audit and non-audit
services;

6. to confer with the officers of the Fund to the extent necessary in its
review of the internal controls, accounting practices, fiscal structure and
fiscal reporting of the Fund, and as appropriate report to the Board
concerning the business of the Committee;

7. to establish rules and procedures necessary for the Committee to fulfill
its responsibilities and conduct its business;

8. to investigate improprieties or suspected improprieties and Fund
operations, as they are presented to the Committee or brought to the
attention of the Committee; and

9. to review the Fund's financial reporting practices, including:

(a) accounting policies and practices and significant judgments that
may affect the financial statements of the Fund and the selection
made from among alternative accounting treatments;

(b) effects of changes in accounting standards that may significantly
affect financial reporting practices;

(d) reports of any significant accounting accruals, reserves,
estimates made by management, and provisions for contingent
liabilities.

-21-

10. to review the Fund's system of internal controls, including:

(a) the security of tangible and intangible Fund assets and the
security of computer systems and facilities;

(b) instances of employee defalcation and violations of the Code of
Ethics and other Fund policies and procedures; and

(c) reports from Fund legal counsel with respect to compliance with
laws and regulations, significant litigation, and possible impact
on financial results.

11. to review the Fund's tax compliance and status, including the status of the
Fund's position relative to tax audits and significant issues disputed by
tax authorities; and

12. to report its activities to the full Board on a regular basis and to make
such recommendations with respect to the above and other matters as the
Committee may deem necessary or appropriate.

Other Powers and Responsibilities
---------------------------------

1. The Committee shall normally meet in person twice yearly in June and
December prior to the meeting of the full Board to, among other things, review
the scope of the proposed annual audit, review the results of the annual audit
and the findings and recommendations of the auditors, and consider such other
matters as may come before the Committee, and may meet at such other time or
times as the Committee or Board may determine appropriate or necessary, and is
empowered to hold special meetings as circumstances require.

-22-

2. Each December, the Committee shall issue a report indicating whether
the Committee (i) reviewed and discussed the financial statements with
management, (ii) discussed the matters required by SAS 61, as modified or
supplemented, and (iii) received from the auditors the letter and written
disclosure required by ISB Standard No. 1, and discussed with the auditors their
independence. The Committee's report should also indicate whether the audit
committee, based on its review and its discussions with management and the
auditors, recommends to the Board that the financial statements be included in
the Fund's annual report for the last fiscal year.

3. The Committee shall have the resources and authority appropriate to
discharge its responsibilities, including authority to utilize Fund counsel and
to retain experts or other persons with specific competence at the expense of
the Fund.

4. The Committee shall review this Charter at least annually and
recommend any changes to the full Board of Directors.

As Amended: June 13, 2000

-23-

Please date, sign and mail your
proxy card back as soon as possible!

Annual Meeting of Shareholders
THE MEXICO FUND, INC.

March 22, 2001

THE MEXICO FUND, INC.

Proxy Solicited on Behalf of the Board of Directors for
Annual Meeting of Shareholders

The undersigned shareholder of The Mexico Fund, Inc., a Maryland
corporation (the "Fund"), hereby appoints Jose Luis Gomez Pimienta and Sander M.
Bieber and each of them proxies of the undersigned, with full power of
substitution, to vote and act in the name and stead of the undersigned at the
Annual Meeting of Shareholders of the Fund, to be held at 30 Rockfeller Plaza,
23rd Floor, New York, New York 10112, on March 22, 2001 at 2:00 P.M., New York
City time, and at any and all adjournments thereof, according to the number of
votes the undersigned would be entitled to cast if personally present.

The shares represented by this proxy will be voted in accordance with
instructions given by the shareholder, but if no instructions are given, this
proxy will be voted in favor of proposals 1 and 2 and against proposal 3 as
set forth in this proxy.

The undersigned hereby revokes any and all proxies with respect to such
shares heretofore given by the undersigned. The undersigned acknowledges receipt
of the Proxy Statement dated February 22, 2001.

(Continued on reverse side)

Please Detach and Mail in the Envelope Provided
--------------------------------------------------------------------------------
A [X] Please mark your votes as in this example.

The Board of Directors of the Fund recommends that Shareholders vote FOR
proposals 1 and 2 and AGAINST proposal 3.

1. Election of the nominees Nominees:
listed at right to serve Robert L. Knauss
as members of the Fund's Jose Luis Gomez Pimienta
Board of Directors, as Claudio X. Gonzalez
Class II Directors, for
a term expiring in 2004
and until their successors
are elected and qualified;

FOR WITHHELD
[_] [_]

For, except as marked to the contrary below:

----------------------------------

2. Ratification of the selection of Arthur Andersen LLP as independent public
accountants of the Fund for the fiscal year ending October 31, 2001.

FOR AGAINST ABSTAIN
[_] [_] [_]

3. To consider a shareholder proposal that the shareholders of the fund
recommend that the Board of Directors consider implementing a policy that on
any business day, any unit of 100,000 shares of the Fund's stock may be
delivered to the Fund in exchange for proportionate amounts of the underlying
assets securities and money) represented by the unit (adjusted for accrued
but unpaid income and expenses).

FOR AGAINST ABSTAIN
[_] [_] [_]

4. In their discretion of the above named proxies, such other business as may
properly come before the Meeting or any adjournment thereof.

SIGNATURE(S)_______________________________________DATED________________

NOTE: Please sign, date and return promptly. Signature(s) should be exactly as
name or names appear on proxy. If shares are held jointly, each holder
should sign. If signing as attorney, executor, administrator, trustee or
guardian, please give full name.