INFORMATION AGENT LETTER OF AGREEMENT

00 Xxx Xxxxx Xxxxxxx X., Xxxxx 000, Xxxxxx, XX 00000 • 000 000 0:100 • Fax 000 000 000   xxx.xxxxxxxx-xxx.xxx

July 14, 2021

Xx. Xxxxxxx Xxxxxxxxx

Chairman

c/o U.S. Bancorp Fund Services, LLC

The Mexico Equity and Income Fund, Inc.

000 Xxxx Xxxxxxxx Xxxxxx

Milwaukee, WI 53202

INFORMATION AGENT LETTER OF AGREEMENT 

This Letter of Agreement sets forth the terms and conditions under which The Mexico Equity and Income Fund, Inc. (MXE) agrees to retain InvestorCom LLC ("ICOM") as Information Agent during its Rights Offering (the Offer). The term of the Agreement shall be the term of the Offer, including extensions thereof.

1. During the term of the Agreement, we will:

(a) Monitor any trading activity and make best efforts to identify and profile major street name stockholders;

(b) Communicate with stockholders and brokers, through both outgoing and incoming calls on our toll-free number, to confirm receipt and understanding of the terms of the Offer and answer questions  relating solely to the Offer;

(c) If requested, coordinate all printing activities;

(d) If requested, distribute necessary printed materials to Broadridge, brokers, banks and registered name holders;

(e) Communicate with back-office personnel of brokerage firms and banks to confirm redistribution of materials to beneficial owners.

2. In performing the services outlined in paragraph 1 (a) - (e) above, we will not render investment advice to the holders or others, and will not make recommendations, either directly or indirectly, to anyone regarding a decision by such person to participate in the Offer.

3. During the Offer, we will:

(a) Follow up with bank and broker reorganization departments to confirm receipt of offer material and ensure timely notification to beneficial owners;

(b) Continue to monitor trading activity, establishing contacts at holders to solidify support for the Offer;

(c) Contact individual beneficial holders to confirm receipt of material, answer questions, explain terms of the Offer, determine likelihood of support for the Offer and provide assistance in particiting in the Offer;

(d) Contact reorganization departments at all banks and brokerage foms to remind them of the expiration date of the Offer and to determine the responses from their clients. We will also arrange for brokers to contact those clients which have not yet given instructions to participate; and

(e) Follow up with holders whose participation is expected, but which have not yet been received.

4. For our services, you will pay us a non-refundable fee of $7,500.

MXE agrees to reimburse ICOM for printing and distribution expenses in the event we are retained to perform such services.

5. You represent to us and agree that you will  indemnify  and  hold  us  harmless against any liability which we may incur by reason of a material omission or misstatement, if any, in the Offer material. We will advise you promptly of  any claims for any such liability. You  may,  at  your election,  assume the defense of any such action.

6. We represent to you that we will comply with applicable requirements of law relating to our services. We further agree not to make any representations not included in the Offer material and not to make any recornmendations as to whether a stockholder should participate in the Offer.

However, if we do make any representation not included in the Offer material or fail to comply with such laws or make such a recommendation we agree to indemnify and hold you harmless against any liability you may incur by reason of any such representation.

7. We agree to preserve the confidentiality of all non-public infor ation provided by you or your agents for use in providing services under this Agreement, or

Information developed by us in connection with our services under this Agreement or based upon such non-public information.

8. The obligations contained this Agreement shall survive the term of this Agreement.

If the above is agreed to by you, please sign, date and return.

 

Accepted:	Sincerely,
THE MEXICO EQUITY & INCOME FUND, INC.	INVESTORCOM LLC
By:       /s/ Xxxxxxx Xxxxxxxxx	By:       /s/ Xxxx Xxxxx Xxxx
Name:  Xxxxxxx Xxxxxxxxx	Xxxx Xxxxx Xxxx
Title:    Chairman	President
Date:    7/14/2021	Date:    7/14/2021