SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
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FORM N-2
Registration Statement Under the Investment Company Act of 1940
Amendment No. 40
THE MEXICO FUND, INC.
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(Exact Name of Registrant as Specified in Charter)
1775 I Street, N.W., Suite 1100
Washington, DC 20006
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Registrant's telephone number, including Area Code (202) 261-7941
Sander M. Bieber, Esquire
Dechert LLP
1775 I Street, N.W., Suite 1100
Washington, D.C. 20006
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(Name and Address of Agent for Service)
If any securities being registered on this form will be offered on a delayed or
continuous basis in reliance on Rule 415 under the Securities Act of 1933, other
than securities offered in connection with a dividend reinvestment plan, check
the following box. ___
It is proposed that this filing will become effective (check appropriate box)
___ when declared effective pursuant to Section 8(c)
The following boxes should only be included and completed if the registrant is a
registered closed-end management investment company or business development
company which makes periodic repurchase offers under Rule 23c-3 under the
Investment Company Act and is making this filing in accordance with Rule 486
under the Securities Act.
x immediately upon filing pursuant to paragraph (b)
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This amendment consists of the following:
(1) Facing Sheet of the Registration Statement
(2) Part C of the Registration Statement (including signature page) and
(3) Exhibit to the Registration Statement
The Prospectus and the Statement of Additional Information are incorporated by
reference from Post-Effective Amendment No. 43 to this Registration Statement
(File No. 811-02409) filed on September 17, 2004.
The Financial Statements are incorporated by reference from the Fund's Annual
Report (File No. 811-02409) filed on December 29, 2005.
This amendment is being filed solely to file Exhibit No. (b)(6) to this
Registration Statement relating to the By-Laws.
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PART C
OTHER INFORMATION
Registrant's Amended and Restated By-Laws, as adopted December 6, 2005 by
Registrant's Board of Directors, are filed herewith as Exhibit (b)(6).
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SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has duly caused this Amendment No. 40 to its Registration Statement
under the Investment Company Act of 1940 to be signed on its behalf by the
undersigned thereunto, duly authorized, in the District of Columbia, on the 20th
day of January, 2006. The undersigned duly represents that this amendment to the
registration statement does not contain disclosure which would render it
ineligible to become effective under Rule 486(b) of the Securities Act of 1933.
THE MEXICO FUND, INC.
Jose Luis Gomez Pimienta
President*
By: /s/ Dilia M. Caballero
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Dilia M. Caballero
As Attorney-in-Fact
* Pursuant to Power of Attorney filed herewith as Exhibit (n)(3).
_____________*_____________ President, Director and Principal January 20, 2006
Jose Luis Gomez Pimienta Executive Officer
_____________*_____________ Treasurer and Principal Financial January 20, 2006
Carlos H. Woodworth and Accounting Officer
______________*____________ Director January 20, 2006
Eugenio Clariond Reyes-Retana
______________*____________ Director January 20, 2006
Philip Caldwell
______________*____________ Director January 20, 2006
Claudio X. Gonzalez
______________*____________ Director January 20, 2006
Robert L. Knauss
______________*____________ Director January 20, 2006
Emilio Carrillo Gamboa
______________*____________ Director January 20, 2006
Jaime Serra Puche
EXHIBIT INDEX
Exhibit No. Description
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(b)6) Amended and Restated By-Laws, as adopted December 6, 2005.
(n)3) Power of Attorney