Mexico Equity & Income Fund : Proxy 2022

THE MEXICO EQUITY AND INCOME FUND, INC.

615 East Michigan Street, 4th Floor

Milwaukee, Wisconsin 53202

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD DECEMBER 14, 2022

Important Notice regarding the Availability of Proxy Materials for the Annual Meeting of

Stockholders to Be Held on December 14, 2022: The Notice of Annual Meeting of

Stockholders and Proxy Statement are Available on the Internet at www.mxefund.com.

To the Stockholders:

NOTICE IS HEREBY GIVEN that the Annual Meeting (the "Meeting") of holders of shares of the common stock (the "Stockholders") of The Mexico Equity and Income Fund, Inc., a Maryland corporation (the "Fund"), will be held on December 14, 2022 at 1:00 p.m., Eastern time, at the offices of Blank Rome LLP, 1271 Avenue of the Americas, 16th Floor, New York, NY 10020, or any adjournment or postponement thereof, for the following purposes:

1. To elect two Class III Directors to the Fund's Board of Directors (Proposal 1); and
2. To amend the Fund's fundamental investment restriction related to borrowing or issuing senior securities (Proposal 2); and
3. To consider and vote upon such other matters as may properly come before the Meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on October 18, 2022 as the record date for the determination of Stockholders entitled to notice of, and to vote at, this Meeting or any adjournment or postponement thereof. The stock transfer books will not be closed.

Copies of the Fund's most recent annual and semi-annual reports may be ordered free of charge by any Stockholder by writing to the Fund c/o U.S. Bancorp Fund Services, LLC, 615 East Michigan Street, 4th Floor, Milwaukee, Wisconsin 53202, or by telephone at [phone]. The Fund's most recent annual report was mailed to Stockholders on September 29, 2022.

You are entitled to vote at the Meeting and any adjournment or postponement thereof if you owned shares of the Fund's common stock at the close of business on October 18, 2022. If you attend the Meeting, you may vote your shares in person. Whether or not you expect to attend the Meeting, please complete, date, sign and return the enclosed proxy card in the enclosed postage paid envelope so that a quorum will be present and the maximum number of shares may be voted. You may change your vote at any time by submitting a later-dated proxy or by voting in person at the Meeting. Stockholders that plan on attending the Meeting in person are requested to email John Buckel, U.S. Bank Global Fund Services at [e-mail] by December 8, 2022 so we may accommodate all who plan on attending.

By Order of the Board of Directors,

	Luis Calzada
Dated: November 18, 2022	Secretary
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UNLESS YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE FILL IN, DATE, SIGN AND

MAIL THE ENCLOSED PROXY CARD IN THE ENCLOSED REPLY ENVELOPE. YOUR PROMPT RESPONSE WILL ASSURE A QUORUM AT THE MEETING.

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INSTRUCTIONS FOR SIGNING PROXY CARDS

The following general rules for signing proxy cards may be of assistance to you and avoid the time and expense to the Fund involved in validating your vote if you fail to sign your proxy card properly.

1. Individual Accounts: Sign your name exactly as it appears in the registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the party signing should conform exactly to the name shown in the registration on the proxy card.
3. Other Accounts: The capacity of the individual signing the proxy card should be indicated unless it is reflected in the form of registration. For example:

		REGISTRATION
Corporate Accounts	Valid Signature
(1)	ABC Corp.	ABC Corp. (by John Doe, Treasurer)
(2)	ABC Corp.	John Doe, Treasurer
(3)	ABC Corp. c/o John Doe,	John Doe
Treasurer
(4)	ABC Corp. Profit Sharing Plan	John Doe, Trustee
Trust Accounts
(1)	ABC Trust	Jane B. Doe
(2)	Jane B. Doe, Trustee u/t/d/	Jane B. Doe, Trustee
12/28/78
Custodial or Estate Accounts
(1)	John B. Smith, Cust.	John B. Smith
	f/b/o John B. Smith, Jr. UGMA
(2)	John B. Smith	John B. Smith, Jr., Executor

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THE MEXICO EQUITY AND INCOME FUND, INC.

615 East Michigan Street, 4th Floor

Milwaukee, Wisconsin 53202

_______________________________

PROXY STATEMENT

FOR

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON DECEMBER 14, 2022

_______________________________

PROXY STATEMENT

This proxy statement (the "Proxy Statement") is furnished in connection with the solicitation of proxies by the Board of Directors of The Mexico Equity and Income Fund, Inc. (the "Fund") for use at the Annual Meeting of Stockholders (the "Meeting") to be held on December 14, 2022 at 1:00 p.m., Eastern time, at the offices of Blank Rome LLP, 1271 Avenue of the Americas, 16th Floor, New York, NY 10020, and at any and all adjournments or postponements thereof. A form of proxy for each of the holders of shares of the Fund's common stock (the "Stockholders") is enclosed herewith. This Proxy Statement and accompanying forms of proxy are being first mailed to Stockholders on or about November 18, 2022.

The presence, in person or by proxy, of Stockholders entitled to cast a majority of the votes entitled to be cast at the Meeting (i.e., the presence of a majority of the outstanding shares of common stock of the Fund on the record date, October 18, 2022) is necessary to constitute a quorum for the transaction of business. In the event that a quorum is not present at the Meeting, or if a quorum is present at the Meeting but sufficient votes to approve any of the proposals are not received, the chairman of the Meeting may adjourn the Meeting, or the persons named as proxies may propose one or more adjournments of the Meeting to a date not more than one hundred twenty (120) days after the original record date to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of a majority of those shares represented at the Meeting in person or by proxy. A Stockholder vote may be taken on one or more of the proposals in this Proxy Statement prior to any such adjournment if sufficient votes have been received and it is otherwise appropriate. The persons named as proxies will vote those proxies that they are entitled to vote "FOR" or "AGAINST" any such proposal in their discretion.

Stockholders can vote by Internet by going to the following website address, www.proxyvote.com; by telephone, using the toll-free number listed on the proxy card; or by mail by completing the proxy card and returning it in the envelope provided. If the enclosed proxy is executed and returned, or an internet or telephonic vote is delivered, that vote may nevertheless be revoked at any time prior to its use by written notification received by the Fund, by the execution of a later-dated proxy, by the Fund's receipt of a subsequent valid internet or telephonic vote, or by attending the Meeting and voting in person. To be effective, such revocation must be received by the Fund prior to the Meeting and must indicate the Stockholder's name and account number. Unrevoked proxies will be voted in accordance with the specifications therein and, unless specified to the contrary, will be voted "FOR" the election of the nominees for Class III Directors and "FOR" the amendment of the Fund's fundamental investment restriction related to borrowing or issuing senior securities.

In general, abstentions and broker non-votes (reflected by signed but unvoted proxies as to one or more proposals), as defined below, count for purposes of obtaining a quorum but do not count as votes cast with respect to any proposal where the broker does not have discretion. With respect to a proposal requiring the affirmative vote of a majority of the Fund's outstanding shares of common stock, the effect of abstentions and broker non-votes is the same as a vote against such proposal. Otherwise, abstentions and broker non-votes will have no effect on the outcome of a proposal. Therefore, abstentions and broker non-votes would have the effect of voting against Proposal 2, but would have no effect on the outcome of Proposal 1. Broker non-votes occur when shares, held in the name of the broker or nominees for whom an executed proxy is received by the Fund, are not voted on a proposal

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because voting instructions have not been received from the beneficial owners or persons entitled to vote and the broker or nominee does not have discretionary voting power.

Only holders of issued and outstanding shares of the Fund's common stock of record on the close of business on October 18, 2022 are entitled to notice of, and to vote at, the Meeting. Each such holder is entitled to one vote per share of common stock so held. On October 18, 2022, there were 4,400,209 shares of the Fund's common stock issued and outstanding. The Fund is a closed-end, management investment company.

A copy of the Fund's most recent annual report for the fiscal year ended July 31, 2022 and semi-annual report for the period ended January 31, 2022 may be obtained by visiting the Fund's website at www.mxefund.comor may be ordered free of charge by any Stockholder by writing to the Fund c/o U.S. Bancorp Fund Services, LLC, 615 East Michigan Street, 4th Floor, Milwaukee, Wisconsin 53202, or by telephone at [phone]. These reports are also available on the U.S. Securities and Exchange Commission's (the "SEC") website at www.sec.gov. The Fund's most recent annual report was mailed to Stockholders on or about September 29, 2022.

Required Vote for Adoption of Proposals.

Proposal 1 (to elect two Class III Directors to the Fund's Board of Directors) requires the affirmative vote of a majority of votes cast at the Meeting by the holders of the Fund's common stock voting in person or by proxy on such Proposal, provided a quorum is present. A "majority of the votes" cast means that the number of shares voted "FOR" a Director's election exceeds 50% of the number of votes cast with respect to that Director's election. For purposes of the election of Directors, (i) votes cast shall include direction to withhold authority and (ii) abstentions and broker non-votes will be counted as shares present for quorum purposes, but otherwise will have no effect on the majority vote required for such Director.

Proposal 2 (to amend the Fund's fundamental investment restriction related to borrowing or issuing senior securities) requires the affirmative vote of a "majority of the outstanding voting securities" of the Fund as defined in the Investment Company Act of 1940, as amended (the "1940 Act"). This means the lesser of (1) 67% or more of the shares of the Fund present at the Special Meeting if more than 50% of the outstanding shares of the Fund are present or represented by proxy, or (2) more than 50% of the outstanding shares of the Fund. For purposes of determining the presence of a quorum, abstentions and broker "non-votes" will have the effect of votes "against" Proposal 2.

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