THE MEXICO FUND, INC.

A Maryland Corporation

BYLAWS

Amended and Restated

as of March 1, 2021

BYLAWS

OF

THE MEXICO FUND, INC.

(A MARYLAND CORPORATION)

ARTICLE I
NAME OF CORPORATION, LOCATION OF
                   OFFICES AND SEAL                  

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

Section 3.          Seal.  The corporate seal of the Corporation shall be circular in form and shall bear the name of the Corporation, the year of its incorporation, and the word “Maryland.”  The form of the seal shall be subject to alteration by the Board of Directors and the seal may be used by causing it or a facsimile to be impressed or affixed or printed or otherwise reproduced.  Any officer or Director of the Corporation shall have authority to affix the corporate seal of the Corporation to any document requiring the same.  Whenever the Corporation is permitted or required to affix its seal to a document, it shall be sufficient to meet the requirements of any law, rule or regulation relating to a seal to place the word “(SEAL)” adjacent to the signature of the person authorized to execute the document on behalf of the Corporation.

ARTICLE II
STOCKHOLDERS

Section 1.          Annual Meetings.  Annual meetings of stockholders for the election of Directors and the transaction of such other business as may properly come before the meeting shall be held at such time and place within the United States as the Board of Directors, or a Committee appointed by the Board of Directors, shall select.

Section 2.          Special Meetings.

(a)          General.  The Chairman of the Board of Directors, the President or a majority of the Board of Directors may call a special meeting of the stockholders.  Any such special meeting shall be held at such place, date and time as may be designated by the Chairman of the Board of Directors, the President or a majority of the Board of Directors, whoever has called the meeting.  Pursuant to the Corporation’s election to be subject to Section 3-805 of the Maryland General Corporation Law (the “MGCL”) and subject to subsection (b) of this Section

2, a special meeting of stockholders shall also be called by the Secretary of the Corporation to act upon any matter that may properly be submitted to a vote of stockholders upon the written request of the stockholders entitled to cast not less than a majority of all the votes entitled to be cast on such matter at such meeting.

(b)          Stockholder Requested Special Meetings.

the meeting that would be required to be disclosed in connection with the solicitation of proxies in connection with each such matter in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act and the rules thereunder, (d) be sent to the Secretary by registered mail, return receipt requested, and (e) be received by the Secretary within 60 days after the Request Record Date.  Any requesting stockholder (or agent duly authorized in a writing accompanying the revocation of the Special Meeting Request) may revoke his, her or its request for a special meeting at any time by written revocation delivered to the Secretary.

Secretary, (1) if the notice of meeting has not already been mailed, the Secretary shall refrain from mailing the notice of the meeting and send to all requesting stockholders who have not revoked such requests written notice of any revocation of a request for the special meeting, or (2) if the notice of meeting has been mailed and if the Secretary first sends to all requesting stockholders who have not revoked requests for a special meeting on a matter written notice of any revocation of a request for the special meeting and written notice of the Corporation’s intention to revoke the notice of the meeting or for the chairman of the meeting to adjourn the meeting without action on the matter, (A) the Secretary may revoke the notice of the meeting at any time before ten days before the commencement of the meeting or (B) the chairman of the meeting may call the meeting to order and adjourn the meeting without acting on the matter.  Any request for a special meeting received after a revocation by the Secretary of a notice of a meeting shall be considered a request for a new special meeting.

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

meeting of stockholders without being specifically designated in the notice, except such business as is required by any statute to be stated in such notice.  No business shall be transacted at a special meeting of stockholders except as specifically designated in the notice.

Section 4.          Quorum; Adjournment of Meeting.  At any meeting of stockholders, the presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at such meeting shall constitute a quorum; but this section shall not affect any requirement under any statute or the articles of incorporation of the Corporation (the “Charter”) for the vote necessary for the adoption of any measure.  If, however, such quorum shall not be present at any meeting of the stockholders, the chairman of the meeting or the stockholders shall have the power to adjourn the meeting from time to time to a date not more than 120 days after the original record date without notice other than announcement at the meeting.  At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.  The stockholders present either in person or by proxy, at a meeting which has been duly called and at which a quorum was established, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Section 5.          Voting and Inspector.

shares represented at the meeting and the results of the voting shall be prima facie evidence thereof.

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

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

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

Section 9.          Action Without Meeting.  Any action required or permitted to be taken by stockholders may be taken without a meeting to the fullest extent permitted by law and the Charter.

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

or at the direction of the Board of Directors or (3) by any stockholder of the Corporation who was a stockholder of record both at the time of giving of notice by the stockholder as provided for in this Section 10(a) and at the time of the annual meeting, who is entitled to vote at the meeting in the election of any individual so nominated or on any such other business and who has complied with this Section 10(a).

      (1)     as to each individual whom the stockholder proposes to nominate for election or reelection as a director (each, a “Proposed Nominee”), (A) the name or names, age, date of birth, business address, residence address and nationality of such Proposed Nominee, (B) whether such stockholder believes the Proposed Nominee is, or is not, an “interested person” of the Corporation (as defined in the 1940 Act), and, if not an “interested person”, information regarding the Proposed Nominee that will be sufficient for the Board of Directors or any committee thereof or any authorized officer of the Corporation to make such determination, (C) sufficient information to enable the Nominating and Corporate Governance Committee of the Board of Directors to make the determination as to the Proposed Nominee’s qualifications required under Article III, Section 2(c) of the Bylaws and (D) the Proposed Nominee’s written, signed and notarized statement confirming the Proposed Nominee’s consent to being named in the proxy statement and intention to serve as a Director, if elected;

     (2)     as to any business other than the nomination of an individual for election or reelection as a Director that the stockholder proposes to bring before

the meeting, a description of the nature of the proposed matter to be considered by stockholders stated with reasonable particularity, including the exact text of any proposal to be presented for adoption, the reasons for conducting such business at the meeting of stockholders, and a brief written statement of the reasons why the proposal is in the best interest of the stockholders;

   (3)     as to the stockholder giving the notice, any Proposed Nominee and any Stockholder Associated Person (as defined in Section 10(d)(iv) of this Article II),

(A)     the class, series and number of any shares of stock of the Corporation that are owned (beneficially or of record) by such stockholder, Proposed Nominee or Stockholder Associated Person, the date on which such shares were acquired and the investment intent of such acquisition and an explicit description of each Derivative Instrument (as defined in Section 10(d)(vi) below) which such stockholder, Proposed Nominee or Stockholder Associated Person has entered into or is a party to or beneficiary of and the number, class and series to which such Derivative Instrument relates,

(B)     the nominee holder for, and number of, any shares and the nominee holder for each Derivative Instrument owned beneficially but not of record by such stockholder, Proposed Nominee or Stockholder Associated Person and evidence establishing such beneficial owner’s indirect ownership of, and, if applicable, entitlement to vote, such shares or Derivative Instrument,

(C)     whether and the extent to which such stockholder, Proposed Nominee or Stockholder Associated Person, directly or indirectly (through brokers, nominees or otherwise), is subject to or during the last six months has engaged in any hedging, derivative or other transaction or series of transactions or entered into any other agreement, arrangement or understanding (including any short interest, any borrowing or lending of securities or any proxy or voting agreement), the effect or intent of which is to (1) manage risk or benefit from changes in the price of (x) shares of stock of the Corporation or (y) any combination of securities owned by the Corporation that represent more than 30% by value of the Corporation’s assets, as reported in the most recent schedule of investments filed by the Corporation with the Securities and Exchange Commission (“SEC”) or as the Corporation otherwise makes publicly available (“Portfolio Securities”), for such stockholder, Proposed Nominee or Stockholder Associated Person or (2) increase or decrease the voting power of such stockholder, Proposed Nominee or Stockholder Associated Person in the Corporation or any affiliate thereof (or, as applicable, in any issuer of any Portfolio Securities) disproportionately to such person’s economic interest in shares of stock of the Corporation (or, as applicable, the Portfolio Securities), and, if applicable, the number, class and series of shares (or, as applicable, Portfolio Securities) to which such transaction, agreement, arrangement or understanding relates and

(D)     any economic interest, direct or indirect (including, without limitation, any existing or prospective commercial, business or contractual relationship with the Corporation), of such stockholder, Proposed Nominee or Stockholder

Associated Person, individually or in the aggregate, in the Corporation, other than an interest arising from the ownership of shares where such stockholder, Proposed Nominee or Stockholder Associated Person receives no extra or special benefit not shared on a pro rata basis by all stockholders;

 (4)      as to the stockholder giving the notice, any Stockholder Associated Person with an interest or ownership referred to in clause (3) of this paragraph (i) of this Section 10(b) and any Proposed Nominee,

(A)     the name and address and telephone number of such stockholder, as they appear on the Corporation’s stock ledger, and the current name, business address, residence address and telephone number of such stockholder, if different, each such Stockholder Associated Person and any Proposed Nominee,

(B)     all other information relating to such stockholder and any such Stockholder Associated Person that would be required to be disclosed in the solicitation of proxies for election of Directors in an election contest (even if an election contest is not involved), all other information relating to any Proposed Nominee that would be required to be disclosed in the solicitation of proxies for election of the Proposed Nominee in an election contest (even if an election contest is not involved) and all other documents, materials or information relating to such stockholder, each such Stockholder Associated Person and any Proposed Nominee that would otherwise be required in connection with any such solicitation, in each case, pursuant to Regulation 14A (or any successor provision) under the Exchange Act and the rules thereunder and

(C)     the investment strategy or objective, if any, of such stockholder and each such Stockholder Associated Person that is not an individual and a copy of the most recent prospectus, offering memorandum or similar document, if any, provided to investors or potential investors in such stockholder and each such Stockholder Associated Person; and

(5)       to the extent known by the stockholder giving the notice, the name and address of any other stockholder supporting any Proposed Nominee or any other proposal of business on the date of such stockholder’s notice.

(ii)     In addition to the information expressly required to be provided in a written notice pursuant to Section 10(b)(i) above, the stockholder shall also provide such other information as the Board of Directors may reasonably request in order to assess whether the matter is a proper matter for stockholder consideration and determine a position with respect to such proposal.  Furthermore, with respect to the requirements of Section 10(b)(i)(1), the Board of Directors may require any individual proposed for nomination to the Board of Directors to furnish such other information as the Board of Directors may reasonably require or deem necessary to determine the eligibility of such individual to serve as a Director.

(iii)     Notwithstanding anything in subsection (a) of this Section 10 to the contrary, in the event the Board of Directors increases the number of Directors to be elected at the meeting in accordance with Article III, Section 2(a) of these Bylaws, and there is no public announcement of such action at least 130 days prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting, a stockholder’s notice required by this Section 10(b) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive office of the Corporation not later than the close of business on the tenth day following the day on which such public announcement is first made by the Corporation.

(c)           Special Meetings of Stockholders.  Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting.  Nominations of individuals for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only (i) by or at the direction of the Board of Directors, or (ii) provided that the special meeting has been called in accordance with Section 2 of this Article II for the purpose of electing Directors, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 10 and at the time of the special meeting, who is entitled to vote at the meeting in the election of any individual so nominated and who has complied with the notice procedures set forth in this Section 10.  In the event that the purpose of any special meeting of stockholders shall be to elect one or more individuals to the Board of Directors, any such stockholder may nominate an individual or individuals (as the case may be) for election as a Director if the stockholder’s notice, containing the information required by subsection (b)(i) of this Section 10, shall be delivered to the Secretary at the principal executive office of the Corporation not earlier than the 150^th day prior to such special meeting and not later than the close of business on the later of the 120^th day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting.  In no event shall the public announcement of a postponement or adjournment of a special meeting commence a new time period for the giving of a stockholder’s notice as described above.

(d)           General.

discretion of the Board of Directors or any committee thereof or any authorized officer of the Corporation, to demonstrate the accuracy of any information submitted by the stockholder pursuant to Section 10(b) and (B) a written update of any information submitted by the stockholder pursuant to Section 10(b) as of an earlier date.  If a stockholder fails to provide such written verification or written update within such period, the information as to which written verification or a written update was requested may be deemed not to have been provided in accordance with Section 10(b).

(vi) “Derivative Instrument” shall mean any swap, short interest, option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to the price of shares of stock of the Corporation or with a value derived in whole or in part from the value of shares of stock of the Corporation (including any value derived in whole or in part from any

 decrease in the price of shares of stock of the Corporation), whether or not such instrument or right shall be subject to settlement in stock of the Corporation or otherwise.

Section 11.        Organization and Conduct.  Every meeting of stockholders shall be conducted by an individual appointed by the Board of Directors to be chairman of the meeting or, in the absence of such appointment, by the Chairman of the Board of Directors or, in the case of a vacancy in the office or absence of the Chairman of the Board of Directors, by one of the following officers present at the meeting: the President, the Vice Presidents in their order of rank and seniority, or, in the absence of such officers, a chairman chosen by the stockholders by the vote of a majority of the votes cast by stockholders present in person or by proxy.  The Secretary, or, in the Secretary’s absence, an Assistant Secretary, or in the absence of both the Secretary and Assistant Secretaries, a person appointed by the Board of Directors or, in the absence of such appointment, a person appointed by the chairman of the meeting shall act as secretary.  In the event that the Secretary presides at a meeting of the stockholders, an Assistant Secretary, or in the absence of Assistant Secretaries, an individual appointed by the Board of Directors or the chairman of the meeting, shall record the minutes of the meeting.  The order of business and all other matters of procedure at any meeting of stockholders shall be determined by the chairman of the meeting.  The chairman of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of such chairman, are appropriate for the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to stockholders of record of the Corporation, their duly authorized proxies and other such individuals as the chairman of the meeting may determine; (c) limiting participation at the meeting on any matter to stockholders of record of the Corporation entitled to vote on such matter, their duly authorized proxies and other such individuals as the chairman of the meeting may determine; (d) limiting the time allotted to questions or comments by participants; (e) maintaining order and security at the meeting; (f) removing any stockholder or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman of the meeting; and (g) recessing or adjourning the meeting to a later date and time and place announced at the meeting.  Unless otherwise determined by the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

ARTICLE III
BOARD OF DIRECTORS

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

Section 2.          Terms of Directors; Qualification.

(i)                         To qualify as a nominee for a directorship, an individual, at the time of nomination;

(1) shall have substantial expertise, experience or relationships relevant to the business of the Corporation;

(2) shall have a degree in economics, finance, business administration, engineering, accounting or a graduate professional degree in law from an accredited university or college in the United States or Mexico or the equivalent degree from an equivalent institution of higher learning in another country, or a certification as a public accountant in the United States or Mexico;

(3) shall not serve as a director or officer of another closed-end investment company which focuses its investments in a particular country or geographic region outside of the United States or which has as part of its name the name of a country or geographic region other than the United States, unless such company is managed by the Corporation’s investment manager or investment adviser or by an affiliate of either; and

(4) shall be at least one of the following:

(A) a citizen of Mexico for whom Mexico has been a primary residence for at least five years after reaching the age of 21;

(B) for five of the past ten years, an executive officer, director, partner or member of the supervisory board of, or senior consultant to, a financial, industrial or investment management business with annual revenues or assets under management of at least the equivalent of U.S. $500 million that is headquartered in Mexico or, if headquartered outside of Mexico, involves the supervision of Mexican business operations or investments;

(C) for five of the past ten years, a director (or the equivalent) of one or more investment businesses or vehicles (including this Corporation) a principal focus of which is investment in Mexico;

(D) for five of the past ten years, a senior official in the national government, a government agency or the central bank of Mexico or the United States, in a major supranational agency or organization of which Mexico or the United States is a member, or in a leading international trade organization relating to Mexico or the United States, in each case in the area of finance, economics, trade or foreign relations, where the individual was substantially involved with matters relating to Mexico;

(E) for five of the past ten years, a professor of finance, economics, trade or foreign relations at, or member of a board of trustees or directors of, a university in Mexico or the United States where the individual was substantially involved with matters relating to Mexico;

(F) for five of the past ten years, an executive officer or director (or the functional equivalent) of a research or policy organization located in Mexico or the United States which, as part of its mandate, studies United States-Mexico relations, United States foreign or economic policy as it pertains to Mexico, or Mexican foreign or economic policy;

(G) a present or former director or senior executive officer of an investment adviser, investment manager or an administrator of the Corporation, or of any person controlling, or under common control with, an investment adviser, investment manager or an administrator for the Corporation; or

(H) a present officer of the Corporation.

or the percentage of “interested persons” (as defined in the 1940 Act) and non-interested persons to comprise the Corporation’s Board of Directors.

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

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

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

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

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

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

Section 9.         Quorum and Voting.

(d)           Conditional Tender Offer.

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

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

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

Section 10.          Action Without a Meeting.  Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent to such action is given in writing or by electronic submission by all

members of the Board or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee.

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

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

Section 13.          Reliance.  Each Director and officer of the Corporation shall, in the performance of his or her duties with respect to the Corporation, be entitled to rely on any information, opinion, report or statement, including any financial statement or other financial data, prepared or presented by an officer or employee of the Corporation whom the Director or officer reasonably believes to be reliable and competent in the matters presented, by a lawyer, certified public accountant or other person, as to a matter which the Director or officer reasonably believes to be within the person’s professional or expert competence, or, with respect to a Director, by a committee of the Board of Directors on which the Director does not serve, as to a matter within its designated authority, if the Director reasonably believes the committee to merit confidence.

Section 14.          Ratification.  The Board of Directors or the stockholders may ratify and make binding on the Corporation any action or inaction by the Corporation or its officers to the extent that the Board of Directors or the stockholders could have originally authorized the matter.  Moreover, any action or inaction questioned in any stockholders’ derivative proceeding or any other proceeding on the ground of lack of authority, defective or irregular execution, adverse interest of a Director, officer or stockholder, non-disclosure, miscomputation, the application of improper principles or practices of accounting, or otherwise, may be ratified, before or after judgment, by the Board of Directors or by the stockholders, and if so ratified, shall have the same force and effect as if the questioned action or inaction had been originally duly authorized, and such ratification shall be binding upon the Corporation and its stockholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned action or inaction.

Section 15.          Emergency Provisions.  Notwithstanding any other provision in the Charter or these Bylaws, this Section 15 shall apply during the existence of any catastrophe, or other similar emergency condition, as a result of which a quorum of the Board of Directors under Article III of these Bylaws cannot readily be obtained (an "Emergency").  During any Emergency, unless otherwise provided by the Board of Directors, (i) a meeting of the Board of Directors or a committee thereof may be called by any Director or officer by any means feasible

under the circumstances; (ii) notice of any meeting of the Board of Directors during such an Emergency may be given less than one day before to the meeting to as many Directors and by such means as may be feasible at the time, including publication, television or radio, and (iii) the number of Directors necessary to constitute a quorum shall be one-third of the entire Board of Directors.

ARTICLE IV
COMMITTEES

Section 1.          Organization.  By resolution adopted by the Board of Directors, the Board may designate one or more committees, including an Executive Committee.  The Chairmen of such committees shall be elected by the Board of Directors.  Each member of a committee shall be a director and shall hold office at the pleasure of the Board.  The Board of Directors shall have the power at any time to change the members of such committees and to fill vacancies in the committees.  Except as prohibited by law, the Board may delegate to these committees any of its powers.

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

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

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

ARTICLE V
OFFICERS

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

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

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

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

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

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

duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

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

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

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

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

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

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

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

ARTICLE VI
CAPITAL STOCK

Section 1.          Certificates of Stock.  The interest of each stockholder of the Corporation shall be evidenced by certificates for shares of stock in such form as the Board of Directors may from time to time prescribe, unless the Board of Directors by resolution or otherwise authorizes the issuance of shares of stock without certificates.  No certificate shall be valid unless it is signed by the President or a Vice-President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer of the Corporation and sealed with its seal, or bears the facsimile signatures of such officers and a facsimile of such seal.  In the event that the Board of Directors of the Corporation, or any officer or officers designated for such purpose by resolution of the Board of Directors, decides to issue shares of stock of the Corporation without certificates in book-entry form only, to the extent then required by law, the Corporation shall provide to record holders of such shares a written statement of the information required to be included on stock certificates.

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

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

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

Section 5.          Fixing of Record Date.  The Board of Directors may fix in advance a date as a record date for the determination of the stockholders entitled to notice of or to vote at any stockholders’ meeting or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, provided that (1) such record date shall not be more than 90 days before the date on which action requiring the determination will be taken, (2) the transfer books shall not be closed for a period longer than 20 days, and (3) in the case of a meeting of stockholders, the record date or any closing of the transfer books shall be at least 10 days before the date of the meeting.  When a record date for the determination of stockholders entitled to notice of and to vote at any meeting of stockholders has been set as provided in this section, such record date shall continue to apply to the meeting if adjourned, except if the meeting is adjourned to a date more than 120 days after the record date originally fixed for the meeting, in which case a new record date for such meeting may be determined as set forth herein.

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

ARTICLE VII
FISCAL YEAR AND ACCOUNTANT

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

Section 2.          Independent Registered Public Accounting Firm.

ARTICLE VIII
CUSTODY OF SECURITIES

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

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

ARTICLE IX
INVESTMENT AND OTHER RESTRICTIONS

Section 1.          Limitations.

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

If the percentage limitations set forth in investment restrictions (i) and (ii) are adhered to at the time an investment is made, a change in percentage resulting other than from such investment will not be deemed contrary thereto.  Such restrictions may be deviated from on a temporary basis in the light of market or other conditions, and nothing therein shall be deemed to prohibit the Corporation from purchasing the securities of any issuer pursuant to the exercise of

subscription rights distributed to the Corporation by the issuer, except that no such purchase may be made if as a result the Corporation would no longer be a diversified investment company as defined in the 1940 Act.

ARTICLE X
INDEMNIFICATION AND INSURANCE

Section 1.          Indemnification of Directors and Officers.  The Corporation shall, to the fullest extent permitted by the MGCL and the 1940 Act, indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, pay or reimburse the reasonable expenses in advance of ultimate disposition of a proceeding to any individual who is a present or former Director or officer of the Corporation and (a) who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity or (b) serves or has served at the request of the Corporation as a director, officer, partner, member, trustee, employee, agent or fiduciary of another corporation, partnership, limited liability company, joint venture, trust, other enterprise or employee benefit plan and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity.  The indemnification and other rights provided by this Article shall continue as to a person who has ceased to be a Director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 2.          Indemnification of Employees and Agents.  Employees and agents who are not officers or Directors of the Corporation may be indemnified, and the reasonable expenses of such employee or agent may be paid or reimbursed, as may be provided by action of the Board of Directors or by contract, subject to any limitations imposed by the MGCL or the 1940 Act.

Section 3.          Other Rights.  The Board of Directors may make further provision consistent with law for indemnification and advance of expenses to any Director, Director Emeritus, officer, employee or agent by resolution, agreement or otherwise.  The indemnification provided by this Article shall not be deemed exclusive of any other right, with respect to

indemnification or otherwise, to which those seeking indemnification may be entitled under any insurance or other agreement or resolution of stockholders or Disinterested Directors or otherwise.

Section 4.          Amendments.  Neither the amendment nor repeal of this Article X, nor the adoption or amendment of any other provision of the Bylaws or Charter inconsistent with this Article X, shall apply to or affect in any respect the applicability of this Article X with respect to any act or failure to act which occurred prior to such amendment, repeal, or adoption.

Section 5.          Insurance.  The Directors shall be entitled and empowered to the fullest extent permitted by law to purchase with Corporation assets insurance for liability in connection with a Proceeding and for all expenses, (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such Proceeding to the maximum extent permitted by the laws of the State of Maryland, by reason of the fact that he is or was serving as Director, officer, employee or agent of the Corporation, or by reason of the fact that he is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

ARTICLE XI
AMENDMENTS AND MISCELLANEOUS MATTERS

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

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

Section 3.          Counselors.  The Board of Directors may from time to time retain one or more qualified persons to act as counselors.  Any counselor may be removed from such position with or without cause by the vote of a majority of the Board of Directors given at any regular or

special meeting.  A counselor may be invited to attend meetings of the Board of Directors but shall not be present at any portion of a meeting from which the counselor shall have been excluded by vote of the Directors.  A counselor shall not be a “Director,” “officer,” or “employee” within the meaning of the Corporation’s Charter, the 1940 Act, or these Bylaws, shall not be deemed to be a member of an “advisory board” or an “investment adviser” within the meaning of the 1940 Act, shall not hold himself or herself out as any of the foregoing, and shall not be liable to any person for any act of the Corporation.  A counselor shall not have the powers of a Director, may not vote at meetings of the Board of Directors, shall not take part in the operation or governance of the Corporation and shall have no power to determine that any security or other investment shall be purchased or sold by the Corporation.  A counselor shall (i) furnish to the Corporation information about securities and currency markets, political developments, economic and business factors and trends, (ii) provide advice to the Corporation regarding such developments, factors and trends, and/or (iii) provide advice to the Corporation as to occasional transactions in specific securities or investments, but without generally furnishing advice or making recommendations regarding the purchase or sale of securities.  Counselors may confer with each other, but each counselor shall provide such advice and furnish such information individually and not as a board, group or in any other joint capacity.  Each counselor shall be entitled to receive compensation, if any, as may from time to time be fixed by the Board of Directors.  Each counselor may also be reimbursed by the Corporation for reasonable expenses incurred in attending meetings of the Board of Directors or otherwise.