EXHIBIT A
ARTICLES OF AMENDMENT AND
RESTATEMENT OF THE
ARTICLES OF INCORPORATION OF
THE MEXICO FUND, INC.
THE MEXICO FUND, INC., a Maryland Corporation (hereinafter called the "Cor-
poration"), hereby certifies to the State Department of Assessments and Taxa-
tion of Maryland that:
FIRST: The text of the Articles of Incorporation of the Corporation is
hereby amended and restated to read in its entirety as follows:
FIRST: The name of the corporation is THE MEXICO FUND, INC. (the "Corpora-
tion").
SECOND: CORPORATE PURPOSES.
(a) The purposes for which the Corporation is formed are to act as a closed-
end, diversified management investment company under the Investment Company
Act of 1940, as amended ("1940 Act"), and to invest its assets, other than for
short term temporary purposes, in Mexican securities as specified in clause
(1) below and to exercise and enjoy all of the powers, rights and privileges
granted to or conferred upon corporations by the General Laws of the State of
Maryland now or hereafter in force, including:
(1) To hold, invest and reinvest the funds of the Corporation, and to
purchase, subscribe for or otherwise acquire, to hold for investment or
otherwise, to trade and deal in, sell, assign, negotiate, transfer, ex-
change, lend, pledge or otherwise dispose of or turn to account or realize
upon, securities (which term "securities" shall include stocks, shares,
bonds, debentures, bills, time notes, mortgages and any other evidence of
indebtedness; and any certificates, receipts, warrants or other instruments
representing rights to receive, purchase or subscribe for the same, or evi-
dencing or representing any other rights or interest, including all rights
of equitable ownership, therein, or in any property or assets; and any ne-
gotiable or non-negotiable instruments and money market instruments, in-
cluding bank certificates of deposit, finance paper, commercial paper,
bankers' acceptances and all kinds of repurchase and reverse repurchase
agreements) of any Mexican corporation, association, trust, firm or other
organization however and wherever established or organized pursuant to the
laws of the United Mexican States, as well as securities issued by the Fed-
eral government of Mexico, any state, municipality or other political sub-
division or any other governmental or quasi-governmental agency or instru-
mentality thereof.
(2) To enjoy all rights, powers and privileges of ownership or interest
in all securities held by the Corporation, and to do all acts for the pres-
ervation, protection, improvement and enhancement in value of all such se-
curities.
(3) To issue and sell shares of its own capital stock, rights to purchase
such capital stock, and securities convertible into such capital stock in
such amounts and on such terms and conditions, for such purposes and for
such amount or kind of consideration (including securities) now or hereaf-
ter permitted by
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the laws of the State of Maryland, by the 1940 Act, and by these Articles,
as its Board of Directors may, and is hereby authorized to, determine.
(4) To purchase or otherwise acquire, hold, dispose of, resell, transfer,
reissue or cancel shares of its capital stock, in any manner and to the ex-
tent now or hereafter permitted by the laws of the State of Maryland, by
the 1940 Act, and by these Articles.
(5) To conduct and carry on its business, or any part thereof, to have
one or more offices, and to exercise any or all of its corporate powers and
rights, in the State of Maryland and in any other states, territories, dis-
tricts, and dependencies of the United States, and in any foreign coun-
tries.
(6) In general to carry on any other business in connection with or inci-
dental to its corporate purposes, to do everything necessary, suitable or
proper for the accomplishment of such purposes or for the attainment of any
object or the furtherance of any power hereinbefore set forth, either alone
or in association with others, to do every other act or thing incidental or
appurtenant to or growing out of or connected with its business or purpos-
es, objects or powers, and, subject to the foregoing, to have and exercise
all the powers, rights and privileges conferred upon corporations by the
laws of the State of Maryland as in force from time to time.
(b) The foregoing clauses (1) - (6) inclusive shall be construed both as ob-
jects and powers and the enumeration of specific powers shall not be held to
limit or restrict in any manner the general powers of the Corporation, except
as set forth in this Article Second.
(c) Incident to meeting the purposes specified above, the Corporation also
shall have the power:
(1) To acquire (by purchase, lease or otherwise) and to hold, use, main-
tain, develop and dispose (by sale or otherwise) of any property, real or
personal, and any interest therein.
(2) To borrow money and, in this connection, issue notes or other evi-
dence of indebtedness.
(3) Subject to any applicable provisions of law, to buy, hold, sell, and
otherwise deal in and with foreign exchange.
THIRD: ADDRESS AND RESIDENT AGENT.
The post office address of the principal office of the Corporation in the
State of Maryland is The Corporation Trust, Incorporated, 300 East Lombard
Street, 14th Floor, Baltimore, Maryland 21202. The name and address of the
resident agent of the Corporation in the State of Maryland is The Corporation
Trust Incorporated, whose post office address is 300 East Lombard Street, 14th
Floor, Baltimore, Maryland 21202.
FOURTH: CAPITAL STOCK.
The total number of shares of stock which the Corporation shall have author-
ity to issue is one hundred fifty million (150,000,000) shares, all of one
class called Common Stock of one dollar ($1.00) par value each, having an ag-
gregate par value of $150,000,000.
FIFTH: BOARD OF DIRECTORS.
The number of directors of the Corporation shall be not less than three and
currently is seven, and the names of those persons who are currently in office
and who shall serve as such directors until their successors are
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elected and qualified are: Class I: Philip Caldwell and Jaime Serra-Puche;
Class II: Claudio X. Gonzalez, Jose Luis Gomez Pimienta and Robert L. Knauss;
Class III: Juan Gallardo T. and Augustin Santamarina V. The By-Laws of the
Corporation may (1) fix the number of directors at a number greater than that
fixed in these Articles, (2) authorize the Board of Directors, by the vote of
a majority of the entire Board of Directors, to increase or decrease the num-
ber of directors fixed by these Articles or by the By-Laws within a limit
specified in the By-Laws (provided that in no case shall the number of direc-
tors be less than three) and to fill the vacancies created by any such in-
crease in the number of directors, and (3) provide citizenship and residence
requirements for the directors. Unless otherwise provided by the By-Laws of
the Corporation, the directors of the Corporation need not be stockholders
thereof.
SIXTH: MANAGEMENT OF THE AFFAIRS OF THE CORPORATION.
(a) All corporate powers and authority of the Corporation (except as at the
time otherwise provided by statute, by these Articles or by the By-Laws) shall
be vested in and exercised by the Board of Directors.
(b) The Board of Directors shall have the power to make, alter or repeal the
By-Laws of the Corporation except to the extent that the By-Laws otherwise
provide. The By-Laws may provide that meetings of the stockholders may be held
at any place in the United States provided in, or fixed by the Board of Direc-
tors, pursuant to the By-Laws. The By-Laws may also provide for the conduct of
meetings of the Board of Directors or committees thereof by means of a tele-
phone conference circuit.
(c) The Board of Directors shall have power from time to time to authorize
payment of compensation to the directors for services to the Corporation, as
provided in the By-laws, including fees for attendance at meetings of the
Board of Directors and of committees.
(d) The Board of Directors shall have power from time to time to determine
whether and to what extent, and at what times and places and under what condi-
tions and regulations, the accounts and books of the Corporation (other than
the stock ledger) or any of them shall be open to the inspection of stockhold-
ers; and no stockholder shall have any right to inspect any account, book or
document of the Corporation except at such time as is conferred by statute or
the By-Laws.
(e) Both stockholders and directors shall have power, if the By-Laws so pro-
vide, to hold their meetings and to have one or more offices, within or with-
out the State of Maryland and to keep the books of the Corporation (except as
otherwise required by statute) outside the State of Maryland, at such places
as from time to time may be designated by the By-Laws or the Board of Direc-
tors.
SEVENTH: INDEMNIFICATION
(a) No Director or officer shall have any personal liability to the Corpora-
tion or its stockholders for monetary damages, except to the extent such ex-
emption from liability or limitation thereof is not permitted by law (includ-
ing the 1940 Act) as currently in effect or as the same may hereafter be
amended.
(b) No amendment, modification or repeal of this Article Seventh shall ad-
versely affect any right or protection of a Director or officer that exists at
the time of such amendment, modification or repeal.
EIGHTH: SPECIAL VOTE OF STOCKHOLDERS.
The vote of the holders of two-thirds of the outstanding shares of the Cor-
poration, in addition to any vote
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of the Directors of the Corporation as may be required by the By-Laws, shall
be necessary to effect any of the following actions:
(i) a merger or consolidation of the Corporation with or into, or the
sale of substantially all of the Corporation's assets to, any other
company;
(ii) the dissolution of the Corporation;
(iii) any amendment to these Articles to make the Corporation's Common
Stock a redeemable security (as such term is defined in the 1940 Act); or
(iv) any stockholder proposal as to specific investment decisions made or
to be made with respect to the Corporation's assets.
NINTH: NAME.
The Corporation shall cease use of its corporate name in the event of a
change in its corporate purpose, as provided in Article Second, clause (a)(1),
to invest in Mexican securities.
TENTH: RESERVATION OF RIGHT TO AMEND.
From time to time any of the provisions of these Articles, with the excep-
tion of Articles Second, Eighth, Ninth and this Article Tenth, may be amended,
altered or repealed (including any amendment which changes the terms of any of
the outstanding stock by classification, reclassification or otherwise) upon
the affirmative vote of a majority of the shares of capital stock of the Cor-
poration at the time outstanding and entitled to vote, and other provisions
which might under the statutes of the State of Maryland at the time in force
be lawfully contained in articles of incorporation may be added or inserted
upon the vote of the holders of a majority of the shares of Common Stock of
the Corporation at the time outstanding and entitled to vote; and all rights
at any time conferred upon the stockholders of the Corporation by these Arti-
cles are granted subject to the provisions of this Article Tenth. The provi-
sions of Articles Second, Eighth, Ninth, and this Article Tenth may be amend-
ed, altered, or repealed only upon the affirmative vote of two-thirds of the
outstanding shares of Common Stock of the Corporation.
ELEVENTH: DURATION.
The duration of the Corporation shall be perpetual.
SECOND: The Corporation desires to amend and restate its Articles of Incor-
poration as currently in effect. The provisions set forth in these Articles of
Amendment and Restatement of the Articles of Incorporation are all the provi-
sions of the Articles of Incorporation currently in effect as herein amended.
The current address and principal office of the Corporation, the name and ad-
dress of the Corporation's resident agent, the current number of directors of
the Corporation and their names are set forth herein.
THIRD: The foregoing amendment and restatement of the Articles of Incorpora-
tion of the Corporation was duly approved and advised by the Board of Direc-
tors of the Corporation and approved by the stockholders of the Corporation.
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IN WITNESS WHEREOF, THE MEXICO FUND, INC. has caused these articles to be
signed in its name and on its behalf by its President and witnessed by one of
its Assistant Secretaries on February 27, 1998.
THE MEXICO FUND, INC.
By: _________________________________
Jose Luis Gomez Pimienta
President
Witnessed By:
_____________________________________
Sander M. Bieber
Assistant Secretary
THE UNDERSIGNED, President of THE MEXICO FUND, INC., who executed on behalf
of said Corporation the foregoing Articles of Amendment and Restatement of the
Articles of Incorporation, of which this certificate is made a part, hereby
acknowledges, in the name and on behalf of said corporation, the foregoing Ar-
ticles of Amendment and Restatement of the Articles of Incorporation to be the
corporate act of said corporation and further certifies that, to the best of
his knowledge, information and belief, the matters and facts set forth therein
with respect to the approval thereof are true in all material respects, under
the penalties of perjury.
_____________________________________
Jose Luis Gomez Pimienta
President
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